GAP INC
SC 13G/A, 1994-02-08
FAMILY CLOTHING STORES
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                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                     SCHEDULE 13G

                      Under the Securities Exchange Act of 1934
                                  (Amendment No.___)

                                    THE GAP, INC.
                                   (Name of Issuer)

                                     Common Stock
                            (Title of Class of Securities)


                                     364760-10-8
                                    (CUSIP Number)

          Check the following box if fee is being paid with this
          statement___. 

<PAGE>

          1.   NAMES OF REPORTING PERSON
               S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                    Donald G. Fisher
                    ###-##-####

          2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

               (a)  Not applicable
               (b)  Not applicable

          3.   SEC USE ONLY


          4.   CITIZENSHIP OR PLACE OF ORGANIZATION 

                    U.S.A.

          NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

                    5.   SOLE VOTING POWER        0

                    6.   SHARED VOTING POWER 33,716,466 (owned jointly
                              with reporting person's wife, Doris F.
                              Fisher, who is filing a separate Schedule
                              13G)

                    7.   SOLE DISPOSITIVE POWER   0

                    8.   SHARED DISPOSITIVE POWER 33,716,466 (owned jointly
                              with reporting person's wife, Doris F.
                              Fisher, who is filing a separate Schedule
                              13G)

          9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    33,716,466

          10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
               CERTAIN SHARES 

                    X (See Attachment A)

          11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                    23.23%

          12.  TYPE OF REPORTING PERSON 

                    IN 
<PAGE>

          Item 1(a)      Name of Issuer:  The Gap, Inc.

          Item 1(b)      Address of Issuer's Principal Executive Offices:

                         One Harrison Street, San Francisco, CA  94105

          Item 2(a)      Name of Person Filing:  Donald G. Fisher

          Item 2(b)      Address of Principal Business Office or, if none,
                         Residence:

                         One Harrison Street, San Francisco, CA  94105

          Item 2(c)      Citizenship:  U.S.A.

          Item 2(d)      Title of Class of Securities:  Common Stock

          Item 2(e)      CUSIP Number:  364760-10-8

          Item 3         If this statement is filed pursuant to Rules 13d-
                         1(b), or 13d-2(b), check whether the person filing
                         is a:
                                        N/A

          Item 4         Ownership

                         (a)  Amount Beneficially Owned:    33,716,466

                         (b)  Percent of Class:             23.23%

                         (c)  Number of shares as to which such person has:

                              (i)    sole power to vote or to direct the
                                     vote
                                             0

                              (ii)   shared power to vote or to direct the
                                     vote
                                             33,716,466

                              (iii)  sole power to dispose or to direct the
                                     disposition of
                                             0

                              (iv)   shared power to dispose or to direct
                                     the disposition of

                                             33,716,466

          Item 5         Ownership of Five Percent or Less of a Class

                         N/A 
<PAGE>

          Item 6         Ownership of More than Five Percent on Behalf of
                         Another Person

                              N/A

          Item 7         Identification and Classification of the
                         Subsidiary Which Acquired the Security Being
                         Reported on By the Parent Holding Company

                              N/A

          Item 8         Identification and Classification of Members of
                         the Group

                              N/A

          Item 9         Notice of Dissolution of Group          N/A

          Item 10        Certification  N/A

                    After reasonable inquiry and to the best of my
          knowledge and belief, I certify that the information set forth in
          this statement is true, complete and correct.


          February __, 1994
          Date

          /S/ Donald G. Fisher
          Signature

          Donald G. Fisher
          Name/Title 

<PAGE>

                                     Attachment A

                                     SCHEDULE 13G

                                    THE GAP, INC.
                                   (Name of Issuer)

                                     364760-10-8
                                    (CUSIP Number)

          10.  Excludes the following shares:

               Reporting person has three adult sons who collectively own
               19,465,207 shares either directly, under the 401(k) Plan,
               by their spouses, as trustee, or subject to options,
               beneficial ownership of which is disclaimed. 


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