ORRICK, HERRINGTON
& SUTCLIFFE LLP

November 30, 1998
The Gap, Inc.
One Harrison Street
San Francisco, CA  94105

Re:      The Gap, Inc. Registration Statement on Form S-8

Ladies and Gentlemen:

At your request, we are rendering this opinion in connection with 
the proposed issuance pursuant to The Gap, Inc. Executive Director Deferred 
Compensation Plan (the "Plan"), of up to $60,000,000 in aggregate amount of 
deferred compensation obligations (the "Obligations") of The Gap, Inc., a 
Delaware corporation (the "Company").  The Obligations are unsecured 
obligations of the Company to pay deferred compensation in the future in 
accordance with the terms of the Plan.

We have examined instruments, documents, and records which we 
deemed relevant and necessary for the basis of our opinion hereinafter 
expressed.  In such examination, we have assumed the following:  (a) the 
authenticity of original documents and the genuineness of all signatures; (b) 
the conformity to the originals of all documents submitted to us as copies; 
and (c) the truth, accuracy, and completeness of the information, 
representations, and warranties contained in the records, documents, 
instruments, and certificates we have reviewed.

Based on such examination, we are of the opinion that the 
$60,000,000 of Obligations to be issued by the Company pursuant to the Plan 
are binding obligations of the Company, and, when issued in accordance with 
the provisions of the Plan, will be legally issued, fully paid, and 
nonassessable.

We hereby consent to the filing of this opinion as an exhibit to 
this Registration Statement on Form S-8 and to the use of our name wherever it 
appears in the Registration Statement.  In giving such consent, we do not 
consider that we are "experts" within the meaning of such term as used in 
the Securities Act of 1933, as amended, or the rules and regulations of the 
Securities and Exchange Commission issued thereunder with respect to any part 
of the Registration Statement, including this opinion, as an exhibit or 
otherwise.

Very truly yours,



/s/ ORRICK HERRINGTON & SUTCLIFFE LLP

ORRICK, HERRINGTON & SUTCLIFFE LLP