Gap (GPS)

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 29, 2007, Cynthia Harriss, President, Gap North America, gave notice of her resignation from The Gap, Inc. (the “Company”). Her resignation as President, Gap North America, is effective immediately. On February 1, 2007, the Company issued a press release announcing the resignation. A copy of the press release is attached hereto as Exhibit 99.1.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 22, 2007, The Gap, Inc. (the “Company”) issued a press release announcing that Paul Pressler is stepping down from his position as President and Chief Executive Officer of the Company, and has resigned from the Board of Directors of the Company, both effective January 22, 2007, and that Robert Fisher will serve as Interim Chief Executive Officer commencing January 22, 2007. A copy of the press release is attached hereto as Exhibit 99.1.