PROSPECTUS SUPPLEMENT NO. 3                     Filed Pursuant to Rule 424(b)(3)
(To Prospectus dated June 5, 2002)                            File No. 333-87442


                                    Gap Inc.

                   5.75% Senior Convertible Notes due 2009 and
                   85,607,940 Shares of Common Stock Issuable
                          upon Conversion of the Notes

       This prospectus supplement supplements the prospectus dated June 5, 2002,
as amended or supplemented, of The Gap, Inc. relating to the sale from time to
time by certain of our security holders (including their transferors, donees,
pledgees or successors) of up to $1,380,000,000 aggregate principal amount at
maturity of our 5.75% Senior Convertible Notes due 2009 and the shares of common
stock issuable upon conversion of the notes. You should read this prospectus
supplement in conjunction with the prospectus, and this prospectus supplement is
qualified by reference to the prospectus, except to the extent that the
information in this prospectus supplement supersedes the information contained
in the prospectus.


       Investing in the notes or the common stock into which the notes are
convertible involves risks. See "Risk Factors" beginning on page 5 of the
accompanying prospectus.


       Neither the Securities and Exchange Commission, any state securities
commission nor any other U.S. regulatory authority, has approved or disapproved
the securities nor have any of the foregoing authorities passed upon or endorsed
the merits of this offering or the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.


       The table of selling security holders contained in the prospectus is
hereby amended to add the entities who are named below as selling security

                                                  Aggregate principal                 Number of shares
                                                   amount at maturity                 of common stock    Percentage of
                                                   of notes that may    Percentage          that           shares of
                                                    be sold by this      of notes      may be sold by    common stock
                   Name                                prospectus       outstanding   this prospectus     outstanding
-------------------------------------------      --------------------- ------------- ------------------ --------------
Onex Industrial Partners. ...............              1,935,000             *            120,037              *
Pebble Capital Inc. .....................                715,000             *             44,355              *
Silvercreek II Limited. .................                385,000             *             23,883              *
Silvercreek Limited Partnership .........                985,000             *             61,104              *
SuttonBrook Capital Portfolio, LP .......             10,000,000             *            620,347              *
U.S. Bancorp Piper Jaffray ..............              2,624,000             *            162,779              *
UBS AG London Branch ....................             39,000,000           2.83%        2,419,355              *

       To our knowledge, none of the selling security holders listed in the
table as amended above has, or within the past three years has had, any material
relationship with us or our affiliates.


             The date of this prospectus supplement is July 22, 2002