Deloitte & Touche

2101 Webster Street                Telephone: (510) 287-2700
Oakland, California 94612-3027     Telefax: (510) 835-4888



INDEPENDENT ACCOUNTANT'S REPORT


To the Board of Directors and Stockholders of
  The Gap, Inc.:

We have reviewed the accompanying consolidated balance sheets of
The Gap, Inc. and subsidiaries as of April 30, 1994 and May 1,
1993, the related consolidated statements of earnings and cash
flows for the thirteen-week periods then ended.  These
consolidated financial statements are the responsibility of the
Company's management.

We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants.  A
review of interim financial information consists principally of
applying analytical procedures to financial data and making
inquiries of persons responsible for financial and accounting
matters.  It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. 
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material
modifications that should be made to such condensed consolidated
financial statements for them to be in conformity with generally
accepted accounting principles.

We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet of The Gap,
Inc. and subsidiaries as of January 29, 1994, and the related
consolidated statements of earnings, stockholders' equity and
cash flows for the year then ended (not presented herein); and in
our report dated March 3, 1994, we expressed an unqualified
opinion on those consolidated financial statements.  In our
opinion, the information set forth in the accompanying
consolidated balance sheet as of January 29, 1994 is fairly
stated, in all material respects, in relation to the consolidated
balance sheet from which it was derived.


/S/ Deloitte & Touche

May 10, 1994