CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION 
 
                                   OF 
 
                              THE GAP, INC.  
 
It is hereby certified that: 
 
     1. The name of the corporation (hereinafter called the "corporation") 
is The Gap, Inc.  
 
     2. The certificate of incorporation of the corporation is hereby 
amended by striking out Section 1 of Article FIFTH thereof and by 
substituting in lieu of said Section 1 the following new Section 1: 
 
FIFTH: Section 1. Classes and Number of Shares. 
 
     The total number of shares of all classes of stock which this 
corporation shall have authority to issue is 1,590,000,000 shares.  The 
classes and the aggregate number of shares of stock of each class which 
this corporation shall have authority to issue are as follows: 
 
(i)     1,500,000,000 shares of Common Stock, $0.05 par value per share  
(hereinafter the "Common Stock"); 
 
(ii)     60,000,000 shares of Class B Common Stock, $0.05 par value per 
share (hereinafter the "Class B Stock"); and 
 
(iii)     30,000,000 shares of Preferred Stock, $0.05 par value per share, 
with such rights, privileges, restrictions and preferences as the Board of 
Directors may authorize from time to time (hereinafter the "Preferred Stock"). 
 
     3. The amendment of the certificate of incorporation herein certified 
has been duly adopted in accordance with the provisions of Section 242 of 
the General Corporation Law of the State of Delaware. 
 
Signed on April 28, 1998. 
 
                                                 /s/ Anne B. Gust 
                                                     Anne B. Gust 
                                                     Senior Vice President  
                                                       and General Counsel