FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * DE SOLE DOMENICO   2. Issuer Name and Ticker or Trading Symbol GAP INC [GPS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) TWO FOLSOM ST 3. Date of Earliest Transaction (Month/Day/Year) 05/17/2017 (Street) SAN FRANCISCO, CA 94105-1205 4. If Amendment, Date Original Filed(Month/Day/Year) 05/18/2017 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/17/2017   M   910 (1) A $ 0 35,754 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Dividend Equivalent Rights (2)

$ 0

05/17/2017

A

524.499 (1)

(3)

(4)

Common Stock

524.499

$ 0

911.4393

D

Dividend Equivalent Rights (2)

$ 0

05/17/2017

M

911.4393 (1)

(5)

(4)

Common Stock

911.4393

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DE SOLE DOMENICO TWO FOLSOM ST SAN FRANCISCO, CA 94105-1205	X

Signatures

By: Marie Ma, Power of Attorney For: Domenico De Sole		08/08/2017
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This amendment is being filed to correct the number of dividend equivalent rights previously reported as accrued as of May 17, 2017 and the corresponding number of shares issued in settlement of the dividend equivalent rights.
(2)	Each dividend equivalent right is the economic equivalent of one share of Gap Inc. common stock.
(3)	The dividend equivalent rights accrued on stock units originally granted on June 30, 2014, June 30, 2015 and June 30, 2016 and are immediately vested. Vested shares are delivered to the reporting person no sooner than 3 years from the date of grant, unless further deferred, or immediately upon cessation of service as a member of the Board, if earlier. The reporting person's service on the Board ended May 17, 2017.
(4)	Not applicable.
(5)	These shares were issued in settlement of dividend equivalent rights accrued on stock units granted on June 30, 2014, June 30, 2015 and June 30, 2016.

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