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)

                                  March 8, 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 March 8, 2002, The Gap, Inc. (the "Company") issued a press release
announcing the closing of its sale of additional 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 March 8, 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:  March 11, 2002                       By:    /s/ Heidi Kunz
                                               -----------------------------
                                               Heidi Kunz
                                               Executive Vice President and
                                               Chief Financial Officer



                                  EXHIBIT INDEX


Exhibit Number                         Description

99.1              Press Release dated March 8, 2002

EX-99.1

                                                                    Exhibit 99.1


Investor Relations Contact:
Michelle Weaver
650-874-7780

              Gap Inc. Announces Closing of Additional $180 Million
                        Convertible Note Private Offering

SAN FRANCISCO -- March 8, 2002 -- Gap Inc. (NYSE: GPS) today announced that it
has closed the sale of $180 million aggregate principal amount of 5.75%
convertible notes due March 15, 2009. The initial purchasers of the $1.2 billion
convertible notes exercised their option to acquire these additional convertible
notes, bringing the total aggregate principal amount of the convertible note
offering to $1.38 billion. The closing of the sale of the $1.2 billion of
convertible notes was announced on March 7.

The convertible notes are convertible at the option of the holders into shares
of Gap Inc. common stock at a conversion price of $16.12.

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.