UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

with copies to:

Jane A. Spray

Douglas D. Smith, Esq.

Pisces, Inc.

Gibson, Dunn & Crutcher LLP

One Maritime Plaza, 14th Floor

555 Mission Street, Suite 3000

San Francisco, California 94111

San Francisco, CA 94105

(415) 288-0540

(415) 393-8200

Item 1.

Security and Issuer

This statement on Schedule 13D (this “Statement”) relates to Common Stock, par value $0.05 per share (the “Common Stock”), of The Gap, Inc., a Delaware corporation (the “Issuer”).  The address of the principal executive office of the Issuer is: Two Folsom Street, San Francisco, CA 94105.

This Statement amends the prior statement on Schedule 13D filed by Fisher Core Holdings L.P., a Delaware limited partnership, Robert J. Fisher, William S. Fisher and John J. Fisher (each, with the trusts for which such individual is the trustee, a “Reporting Person” and, collectively, the “Reporting Persons”) with the Securities and Exchange Commission on August 6, 2004 and amended on March 16, 2006, January 29, 2007, August 22, 2007, March 4, 2008, October 1, 2008 and March 20, 2009 (as amended, the “Schedule 13D”).  The disclosure made pursuant to each Item included below supersedes and replaces the prior statements on Schedule 13D for such Items.

Item 2.

Identity and Background

a)  This Statement is filed on behalf of the Reporting Persons to disclose the execution of agreements by each of Robert J. Fisher and John J. Fisher with the Issuer to purchase shares of Common Stock owned by those Reporting Persons (referred to as the “Purchase Agreements”) as more fully described in Item 6, to disclose William S. Fisher’s appointment to the Board of Directors of the Issuer, and to update the share ownership information with respect to each Reporting Person from that reported in the Schedule 13D. 

The initial Schedule 13D was filed by the Reporting Persons to report that each of the Reporting Persons, and Donald G. Fisher and Doris F. Fisher, through a family trust, had entered into that certain Limited Partnership Agreement (as amended, the “LP Agreement”), dated August 4, 2004 to form Fisher Core Holdings L.P.  The parties to the LP Agreement entered into such agreement for the purpose of establishing the Reporting Persons’ voting and dispositive control over a core holding of the Common Stock of the Issuer to enable those members of the Fisher family to have a significant ongoing voice in the management and direction of the Issuer.  Pursuant to the LP Agreement, Robert J. Fisher, William S. Fisher and John J. Fisher, either through family trusts or individually, are the general partners of Fisher Core Holdings L.P.  The LP Agreement provides that any decisions on voting and/or disposition of the shares of Common Stock of the Issuer held by Fisher Core Holdings L.P. will require a majority vote of the general partners.  Limited partners have no voting or dispositive control over any shares held by Fisher Core Holdings L.P.  Trusts for which Doris F. Fisher serves as trustee are the limited partners of Fisher Core Holdings L.P.  All references to the LP Agreement are qualified in their entirety by reference to the LP Agreement and amendment included as Exhibits 1 and 12 to this Statement, each of which is incorporated by reference herein.

As general partners of Fisher Core Holdings L.P., the Reporting Persons may be deemed to beneficially own the shares of Common Stock of the Issuer beneficially owned by Fisher Core Holdings L.P.  Accordingly, through the execution of the LP Agreement, the Reporting Persons may be deemed to constitute a “group” under Section 13(d) of the Act, with respect to their beneficial ownership of the shares of Common Stock of the Issuer.  However, the Reporting Persons expressly declare that the filing of this Statement is not intended as, and should not be deemed to be, an admission that any Reporting Person, for purposes of Section 13(d) of the Act or otherwise, is the individual beneficial owner of the shares of Common Stock of the Issuer held by other members of the group, except to the extent of each general partner’s ownership interest in Fisher Core Holdings L.P.

b)  The address of the principal business and principal office for the Reporting Persons is c/o Pisces, Inc., One Maritime Plaza, Suite 1400, San Francisco, CA 94111.

c)                                      (1)  Robert J. Fisher is a member of the Board of Directors of the Issuer, which is a leading global specialty retailer offering clothing, accessories and personal care products for men, women, children and babies.  The business address of the Issuer is Two Folsom Street, San Francisco, CA 94105.

(2)  John J. Fisher is principally employed as President of Pisces, Inc., which is a family management company.  The business address of Pisces, Inc. is One Maritime Plaza, Suite 1400, San Francisco, CA 94111.

(3)  William S. Fisher is a managing director of Manzanita Capital Ltd., a private equity investment firm, and a member of the Board of Directors of the Issuer, which is a leading global specialty retailer offering clothing, accessories and personal care products for men, women, children and babies.  The business address of the Issuer is Two Folsom Street, San Francisco, CA 94105.

(4)  Fisher Core Holdings L.P. is a limited partnership formed for the purpose of holding, managing and voting the shares of Common Stock of the Issuer as directed by its general partners.

d) & e)  During the last five years, the Reporting Persons (i) have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

f)  The following Reporting Persons are citizens of the United States:  Robert J. Fisher, William S. Fisher and John J. Fisher.  Fisher Core Holdings L.P. is a Delaware limited partnership.

Item 3.

Source and Amount of Funds or Other Consideration

The Reporting Persons are deemed to beneficially own certain shares of Common Stock of the Issuer as reflected in this Statement, including shares beneficially owned by the other Reporting Persons, as a result of their entry into the LP Agreement as more specifically described in Item 2a) above.  No consideration was used to acquire beneficial ownership of the shares of Common Stock of the Issuer which the Reporting Persons are deemed to have acquired beneficial ownership of as a result of having entered into the LP Agreement or otherwise since the filing of the Schedule 13D. 

In addition to the shares that the Reporting Persons are deemed to have acquired beneficial ownership of as a result of the LP Agreement, Robert J. Fisher, William S. Fisher and John J. Fisher also acquired shares of Common Stock of the Issuer prior to the registration of such shares under the Act or by gift.  Robert J. Fisher and William S. Fisher have also previously acquired shares of Common Stock of the Issuer upon the exercise of options.  All such shares were acquired with personal funds.

From time to time, the Reporting Persons have transferred shares to various entities controlled by them, disposed of certain shares to third parties by gift and sold shares of Issuer Common Stock in the open market and in privately negotiated transactions.

Item 4.

Purpose of Transaction

This Statement is being filed to disclose the execution of the Purchase Agreements as more fully described in Item 6 below, to disclose William S. Fisher’s appointment to the Board of Directors of the Issuer on November 17, 2009, and to update the Issuer Common Stock ownership information.

The Reporting Persons intend to review their respective investments in the Issuer on a continuing basis and may, at any time, consistent with the obligations of the Reporting Persons under the federal securities laws, determine to increase or decrease their respective ownership of shares of the Issuer’s Common Stock through purchases or sales of such Common Stock of the Issuer in the open market, in privately negotiated transactions or by gift.  The review of their respective investments in the Issuer by the Reporting Persons will depend on various factors, including the Issuer’s business prospects, other developments concerning the Issuer, alternative investment opportunities, general economic conditions, money and stock market conditions, and any other facts and circumstances which may become known to the Reporting Persons regarding their respective investments in the Issuer.  At the time of filing this Statement, the Reporting Persons have no plans to purchase additional shares of Common Stock of the Issuer in the open market or in privately negotiated transactions but may engage in such transactions in the future. 

At the time of the filing of this Schedule 13D, other than as disclosed in this Statement, the Reporting Persons have no present plans or proposals which relate to or would result in (i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (ii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (iii) any change in the board of directors or management of the Issuer or any of its subsidiaries, (iv) any material change in the present capitalization or dividend policy of the Issuer, (v) any other material change in the Issuer’s business or corporate structure; (vi) changes in the Issuer’s charter or bylaws or other actions which may impede the acquisition of control of the Issuer by any person, (vii) causing a series of securities of the Issuer to be delisted from a national securities exchange or cease to

be quoted in an inter-dealer quotation system of a registered national securities association, (viii) a series of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act or (ix) any action similar to any of those described above.  However, Robert J. Fisher and William S. Fisher, as members of the Board of Directors of the Issuer, may, in such capacity, from time to time, be involved in discussions which relate to the transactions described in this Item 4 and thus retain their right to modify their plans with respect to the transactions described in this Item 4, to acquire or dispose of securities of the Issuer and to formulate plans and proposals which could result in the occurrence of any such events, subject to applicable laws and regulations.  The Reporting Persons disclaim any obligation to report on any plans with respect to the transactions described in this Item 4 that develop as a result of any Reporting Person’s involvement in the ongoing management as an officer or director of the Issuer and participation in decisions regarding the Issuer’s transactions.

Each of these Reporting Persons may sell or otherwise dispose of shares of the Issuer’s Common Stock from time to time as circumstances dictate and reserves the right to change its or his plans and intentions at any time. 

Item 5.

Interest in Securities of the Issuer

a)   The Reporting Persons beneficially own the number of shares of Common Stock of the Issuer listed below, representing approximately the percentage of shares of Common Stock of the Issuer outstanding as of October 31, 2009.  There were approximately 695,134,510 shares of Common Stock of the Issuer outstanding as of October 31, 2009.

Shares*

Percentage of Total Outstanding

Fisher Core Holdings L.P.

81,000,000

(1)

11.7

%

Robert J. Fisher

109,876,748

(2)

15.8

%

William S. Fisher

108,217,037

(3)

15.6

%

John J. Fisher

116,370,294

(4)

16.7

%

(1) Fisher Core Holdings L.P. holds 81,000,000 shares of the Issuer’s Common Stock over which Robert J. Fisher, William S. Fisher and John J. Fisher, as general partners, share dispositive and voting power.  Robert J. Fisher, William S. Fisher and John J. Fisher each disclaims individual beneficial ownership of the shares held by Fisher Core Holdings L.P., except to the extent of each person’s actual ownership interest in Fisher Core Holdings L.P.

(2) Robert J. Fisher’s beneficial ownership includes (a) 42,464 shares which may be acquired upon exercise of options within the next 60 days, (b) 22,312 shares to be issued upon settlement of stock units which are subject to a three-year deferral period but would be issued immediately upon the resignation or retirement of the Reporting Person, (c) 17,657,263 shares beneficially owned through trusts*, (d) 2,633,018 shares owned as community property and (e) 81,000,000 shares indirectly beneficially owned as a general partner of Fisher Core Holdings L.P., as discussed in (1) above.  In addition to the shares identified in the Table above, Robert J. Fisher’s spouse separately owns 121,249 shares over which Mr. Fisher has no voting or dispositive control.

(3) William S. Fisher’s beneficial ownership includes (a) 3,809 shares to be issued upon settlement of stock units which are subject to a three-year deferral period but would be issued immediately upon the resignation or retirement of the Reporting Person, (b) 367,013 shares beneficially owned through a trust for his benefit, (b) 17,661,007 shares beneficially owned through other trusts*, (c) 639,196 shares owned as community property, (d) 8,513 shares beneficially owned and held in a 401(k) account and (e) 81,000,000 shares owned by Fisher Core Holdings L.P. as discussed in (1) above.  In addition to the shares identified in the Table above, William S. Fisher’s spouse separately owns 160,053 shares over which Mr. Fisher has no voting or dispositive control.

(4) John J. Fisher’s beneficial ownership includes (a) 442,013 shares beneficially owned through a trust for his benefit, (b) 17,662,714  shares beneficially owned through other trusts*, and (c) 81,000,000 shares indirectly beneficially owned by John J. Fisher as a general partner of Fisher Core Holdings L.P., as discussed in (1) above.  In addition to the shares identified in the Table above, John J. Fisher’s spouse separately owns 39,844 shares over which Mr. Fisher has no voting or dispositive control.

*  The 17,657,263 shares held by Robert J. Fisher as trustee of trusts for other beneficiaries, the 17,662,714 shares held by John J. Fisher as trustee of trusts for other beneficiaries, and the 17,661,007 shares by William S. Fisher as trustee of trusts for other beneficiaries actually represent an aggregate 26,490,492 shares of the Issuer’s outstanding Common Stock as a result of shared voting and dispositive power.  

The Reporting Persons expressly disclaim that they have agreed to act together and do not have voting or dispositive power over shares of the Issuer other than as described in this Statement.  The filing of this Statement by the Reporting Persons should not be considered an admission that such Reporting Persons, for purposes of Section 13(d) of the Act, are the individual beneficial owners of any shares of Common Stock of the Issuer included in this Statement in which such Reporting Persons do not have any ownership and economic interest.

b)  As of the date of this Statement, the Reporting Persons have the sole power to vote and sole dispositive power over the number of shares of the Common Stock of the Issuer listed below, which represents approximately the listed percentage of the total outstanding shares of Common Stock of the Issuer based upon the number of shares outstanding as of October 31, 2009.  As of the date of this Statement, pursuant to the LP Agreement, the Reporting Persons have shared power to vote and shared dispositive power over the number of shares of the Issuer’s Common Stock listed below, which represents approximately the listed percentage of the outstanding shares of Common Stock of the Issuer based upon the number of shares outstanding as of October 31, 2009.

Sole Power Shares

Percentage of Total Outstanding

Fisher Core Holdings L.P.

0

(1)

0.0

%

Robert J. Fisher

8,586,467

(2)

1.2

%

William S. Fisher

8,908,321

(3)

1.3

%

John J. Fisher

17,707,580

(4)

2.5

%

Shared Power Shares*

Percentage of Total Outstanding

Fisher Core Holdings L.P.

81,000,000

(1)

11.7

%

Robert J. Fisher

101,290,281

(2)

14.6

%

William S. Fisher

99,308,716

(3)

14.3

%

John J. Fisher

98,662,714

(4)

14.2

%

c)  Other than the transactions reported immediately below, the Reporting Persons have not effected any transactions involving shares of Common Stock of the Issuer during the past 60 days.

On each of September 21, 2009, October 19, 2009, and October 20, 2009, William S. Fisher sold 500,000 shares of Common Stock under the September Stock Trading Plan (defined below) on the New York Stock Exchange at an average sales price of $22.1149 per share, $23.1648 per share, and $22.7345 per share, respectively.

On November 10, 2009, (i) Robert J. Fisher sold 114,794 shares of Common Stock to the Issuer in a private transaction at a sales price of $22.4005 per share, (ii) William S. Fisher sold 99,214 shares of Common Stock to the Issuer in a private transaction at a sales price of $22.4005 per share, and (iii) John J. Fisher sold 141,853 shares of Common Stock to the Issuer in a private transaction at a sales price of $22.4005 per share.  Each of these transactions was completed pursuant to purchase agreements between the Reporting Persons and the Issuer entered into as part of the Issuer stock repurchase program as previously disclosed.

On November 18, 2009, John J. Fisher sold 26,417 shares of Common Stock to the Issuer in a private transaction at a sales price of $21.6034 per share pursuant an assignment of rights and obligations for any final stock sale to the Issuer after termination of the Doris F. Fisher stock purchase agreement with the Issuer entered into as part of the Issuer stock repurchase program as previously disclosed.

On September 25, 2009, each of Robert J. Fisher, William S. Fisher and John J. Fisher received a gift of 1,200 shares of Common Stock.

d)  Other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, certain of the shares of the Issuer’s Common Stock of the Issuer that are beneficially owned by the Reporting Persons.  Specifically, limited partners do not have voting or dispositive power over the shares of Common Stock of the Issuer held by Fisher Core Holdings L.P. but have the right to receive distributions relating to their limited partnership interests in Fisher Core Holdings L.P. 

e)  Not Applicable

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Robert J. Fisher holds options to purchase 42,464 shares of Common Stock awarded to him as a director of the Issuer subject to option agreements, the form of which have been filed with the SEC by the Issuer.  In addition, Mr. Robert Fisher holds stock units with respect to 22,312 shares of Common Stock awarded to him as a director of the Issuer, subject to stock unit agreements, the forms of which have been filed with the SEC by the Issuer. 

William S. Fisher holds stock units for 3,809 shares of Common Stock awarded to him as a director of the Issuer subject to stock unit agreements, the forms of which have been filed with the SEC by the Issuer.

As non-employee directors of the Issuer, Messrs. Robert and William Fisher are entitled to certain equity compensation arrangements generally applicable to the Issuer’s non-employee directors as disclosed in the Issuer’s Proxy Statement on Schedule 14A filed with the SEC.

As described in Item 2, each of the Reporting Persons, Donald G. Fisher and Doris F. Fisher entered into the LP Agreement to form Fisher Core Holdings L.P.  All references to the LP Agreement, as amended, are qualified in their entirety by reference to the LP Agreement and amendment included as Exhibits 1 and 12, respectively, to the Schedule 13D, which are incorporated by reference herein. 

On February 27, 2008, each of Robert J. Fisher, William S. Fisher and John J. Fisher separately entered into stock purchase agreements with the Issuer (which purchase agreements have been filed with the SEC by the Issuer) in connection with the Issuer’s share repurchase program authorized by the Board of Directors of the Issuer on February 14, 2008.  In connection with the approval of a new share purchase program by the Board of the Directors of the Issuer on November 17, 2009, each of Robert J. Fisher and John J. Fisher separately entered into new stock purchase agreements with the Issuer (the “Purchase Agreements”).  Pursuant to the Purchase Agreements, the applicable Reporting Person has agreed to sell to the Issuer a number of shares of Common Stock each month equal to a specified percentage set forth in the Purchase Agreement (1.60% for Robert J. Fisher, and 2.42% for John J. Fisher) of the number of shares of Common Stock purchased by the Issuer under the share repurchase program for that month (other than shares purchased from the applicable Reporting Person).  Each of the Purchase Agreements may be cancelled by the applicable Reporting Person.  All references to the Purchase Agreements are qualified in their entirety by reference to the Purchase Agreements incorporated by reference as Exhibit 13 and 14 to this Statement. 

On August 29, 2008, Robert J. Fisher entered into a Stock Trading Plan (the “August Stock Trading Plan”) pursuant to Rule 10b5-1(c) of the Act with a third party to sell an aggregate of up to 2,000,000 shares of the Issuer’s Common Stock not held by Fisher Core Holdings L.P.  The August Stock Trading Plan terminated pursuant to its terms following the sale of 2,000,000 shares.

On September 19, 2008, William S. Fisher entered into a Stock Trading Plan (the “September Stock Trading Plan”) pursuant to Rule 10b5-1(c) of the Act with a third party to sell an aggregate of up to 3,000,000 shares of the Issuer’s Common Stock not held by Fisher Core Holdings L.P.  The September Stock Trading Plan was terminated by Mr. Fisher and no further sales of Common Stock will be made under it.

Other than as described in this Statement and the Joint Filing Agreement, there are as of the date of this Statement, no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any person, to which a Reporting Person is a party, with respect to any securities of the Issuer beneficially owned by such Reporting Person, including, but not limited to, transfer or voting of any of the securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power or investment power over the Common Stock of the Issuer to the best knowledge of the Reporting Persons.

Item 7.

Material to be Filed as Exhibits

Exhibit 1 - Fisher Core Holdings L.P. Limited Partnership Agreement, dated August 4, 2004 (incorporated by reference to Exhibit 1 to the Reporting Persons’ Schedule 13D filed on August 6, 2004).

Exhibit 2 – Joint Filing Agreement by and among Robert J. Fisher, William S. Fisher, John J. Fisher and Fisher Core Holdings L.P., dated August 5, 2004 (incorporated by reference to Exhibit 2 to the Reporting Persons’ Schedule 13D filed on August 6, 2004).

Exhibit 3 – Power of Attorney, dated August 5, 2004 (incorporated by reference to Exhibit 3 to the Reporting Persons’ Schedule 13D filed on August 6, 2004).

Power of Attorney, dated December 15, 1998 (incorporated by reference to Exhibit 3 to the Reporting Persons’ Schedule 13D filed on August 6, 2004).

Exhibit 4-11 – Omitted as no longer in effect.

Exhibit 12 – Amendment to Limited Partnership Agreement of Fisher Core Holdings L.P., dated March 20, 2009.

Exhibit 13 – Purchase Agreement with Robert J. Fisher dated November 17, 2009 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on November 19, 2009).

Exhibit 14 – Purchase Agreement with John J. Fisher dated November 17, 2009 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer with the SEC on November 19, 2009).

Dated:

November 27, 2009

Fisher Core Holdings L.P.

*/s/ Jane Spray

For: Fisher Core Holdings L.P.

Dated:

November 27, 2009

By:

*/s/ Jane Spray

Robert J. Fisher

Dated:

November 27, 2009

By:

*/s/ Jane Spray

William S. Fisher

Dated:

November 27, 2009

By:

*/s/ Jane Spray

John J. Fisher