Exhibit 99.1


Investor Relations Contact:
Michelle Weaver
650-874-7780

              Gap Inc. Announces Closing of Additional $180 Million
                        Convertible Note Private Offering

SAN FRANCISCO -- March 8, 2002 -- Gap Inc. (NYSE: GPS) today announced that it
has closed the sale of $180 million aggregate principal amount of 5.75%
convertible notes due March 15, 2009. The initial purchasers of the $1.2 billion
convertible notes exercised their option to acquire these additional convertible
notes, bringing the total aggregate principal amount of the convertible note
offering to $1.38 billion. The closing of the sale of the $1.2 billion of
convertible notes was announced on March 7.

The convertible notes are convertible at the option of the holders into shares
of Gap Inc. common stock at a conversion price of $16.12.

The notes have been privately offered only to qualified institutional buyers
under Rule 144A under the Securities Act of 1933 and outside the United States
to non-U.S. persons under Regulation S under the Securities Act. The notes have
not been registered under the Securities Act, and may not be offered or sold in
the United States absent registration or an applicable exemption from
registration requirements.

This press release shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of the notes in any state in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state.