SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                              ---------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

            --------------------------------------------------------

                                 Date of Report
                        (Date of earliest event reported)

                                February 27, 2002

                                  THE GAP, INC.
            --------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Delaware                     1-7562                 94-1697231
- --------------------------  --------------------------  ----------------------
 (State of incorporation)    (Commission File Number)      (IRS Employer
                                                          Identification No.)



                 Two Folsom Street
              San Francisco, California                             94105
       ---------------------------------------------           ---------------
       (Address of principal executive offices)                   (Zip Code)


                                 (650) 952-4400
                       -----------------------------------
                         (Registrant's telephone number,
                              including area code)

                                       N/A
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)



Item 5.   Other Events.

          On February 27, 2002, The Gap, Inc. (the "Company") issued a press
release announcing that it has agreed to sell senior convertible notes of the
Company pursuant to a private placement under Rule 144A and Regulation S. A copy
of this press release is attached hereto as Exhibit 99.1.

Item 7.   Exhibits.

99.1           Press Release dated February 27, 2002



SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    THE GAP, INC.
                                             (Registrant)




Date:  February 28, 2002            By:            /s/ Heidi Kunz
                                       ---------------------------------------
                                       Heidi Kunz
                                       Executive Vice President and
                                       Chief Financial Officer



                                  EXHIBIT INDEX

Exhibit Number                Description

99.1              Press Release dated February 27, 2002