8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                              ---------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

            --------------------------------------------------------

                                 Date of Report
                        (Date of earliest event reported)

                                February 27, 2002

                                  THE GAP, INC.
            --------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Delaware                     1-7562                 94-1697231
- --------------------------  --------------------------  ----------------------
 (State of incorporation)    (Commission File Number)      (IRS Employer
                                                          Identification No.)



                 Two Folsom Street
              San Francisco, California                             94105
       ---------------------------------------------           ---------------
       (Address of principal executive offices)                   (Zip Code)


                                 (650) 952-4400
                       -----------------------------------
                         (Registrant's telephone number,
                              including area code)

                                       N/A
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)



Item 5.   Other Events.

          On February 27, 2002, The Gap, Inc. (the "Company") issued a press
release announcing that it has agreed to sell senior convertible notes of the
Company pursuant to a private placement under Rule 144A and Regulation S. A copy
of this press release is attached hereto as Exhibit 99.1.

Item 7.   Exhibits.

99.1           Press Release dated February 27, 2002



SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    THE GAP, INC.
                                             (Registrant)




Date:  February 28, 2002            By:            /s/ Heidi Kunz
                                       ---------------------------------------
                                       Heidi Kunz
                                       Executive Vice President and
                                       Chief Financial Officer



                                  EXHIBIT INDEX

Exhibit Number                Description

99.1              Press Release dated February 27, 2002

EX-99.1

                                                                    Exhibit 99.1


Investor Relations Contact:
Michelle Weaver
650-874-7780

                   Gap Inc. Announces Pricing of $1.2 Billion
                        Convertible Note Private Offering

SAN FRANCISCO - February 27, 2002 -- Gap Inc. (NYSE: GPS) announced today that
it is has agreed to sell $1.2 billion aggregate principal amount of 5.75%
convertible notes due March 15, 2009. The company also granted the initial
purchasers a 30-day option to acquire up to an additional $180 million aggregate
principal amount of convertible notes. The notes will be convertible at the
option of the holders into shares of Gap Inc. common stock at a conversion price
of $16.12 (which represents a conversion premium of 30% over today's closing
price). The net proceeds from the note offering will be used for general
corporate purposes. The offering is expected to close on March 5, 2002.

The notes have been privately offered only to qualified institutional buyers
under Rule 144A under the Securities Act of 1933 and outside the United States
to non-U.S. persons under Regulation S under the Securities Act. The notes have
not been registered under the Securities Act, and may not be offered or sold in
the United States absent registration or an applicable exemption from
registration requirements.

This press release shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of the notes in any state in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state.


Forward-Looking Statements
The matters set forth in this press release, including statements concerning the
company's plans for an offering of notes, are forward-looking statements, which
reflect Gap Inc.'s current view of future events. Whenever used, the words
"expect" or "will" and similar expressions identify forward-looking statements.
Any forward-looking statements are subject to risk and uncertainty, including
market conditions for the notes. For more detail on other risks, please refer to
the company's annual report on Form 10-K and/or other filings with the
Securities and Exchange Commission.