conditions contained in the attached Appendix A. The date of this Agreement

 Grant No.  _________

       THE GAP, INC
       NON-QUALIFIED STOCK OPTION AGREEMENT1

              The Gap, Inc. (the "Company") hereby grants to 
____________________ (the "Employee"), a stock option under The Gap, Inc. 1996 
Stock Option and Award Plan (the "Plan"), to purchase shares of common stock 
of the Company, $0.05 par value ("Shares").  This option is subject to all of 
the terms and conditions contained in this Agreement, including the terms and 
conditions contained in the attached Appendix A.  The date of this Agreement 
is ____________.  Subject to the provisions of Appendix A and of the Plan, the 
principal features of this option are as follows:

       Number of Shares 
       Purchasable with this Option:       _________

       Price per Share:       _________

       Date Option was Granted:       _________

       Date Option is 
       Scheduled to become Exercisable:       _________

       Latest Date Option Expires:       _________

       Shares issued upon the exercise of this option will be Treasury 
Shares.

              As provided in the Plan and in this Agreement, this option may 
terminate before the date written above, including before the option becomes 
exercisable or is exercised.  For example, if Employee's employment ends 
before the date this option becomes exercisable, this option will terminate at 
the same time as Employee's employment terminates.  See paragraphs 5, 6 and 7 
of Appendix A for further information concerning how changes in employment 
affect termination of this option.  PLEASE BE SURE TO READ ALL OF APPENDIX A, 
WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS OPTION.

              IN WITNESS WHEREOF, the Company and the Employee have executed 
this Agreement, in duplicate, to be effective as of the date first above 
written.

                                   THE GAP, INC.       
                            
                                   
Dated: __________               ________________________________________
                                   Millard S. Drexler
                                   President and Chief Executive Officer

              My signature below indicates that I understand that this option 
is subject to all of the terms and conditions of this Agreement (including the 
attached Appendix A) and of the Plan.  

              I understand that for purposes of Japanese law, this award is 
not considered salary, nor is it a promise for a reoccurring grant of stock 
options.

                                   EMPLOYEE

Dated: _______________________              __________________________________
                                                 

                                   Address: __________________________________

                                            __________________________________

                                            __________________________________

                                           Social Security No.: ______________

1 STOCK OPTIONS GRANTED BY THE GAP, INC. ARE GOVERNED SOLELY BY THE LAWS OF 
THE STATE OF CALIFORNIA AND THE UNITED STATES OF AMERICA.

       APPENDIX A

       TERMS AND CONDITIONS OF NON-QUALIFIED STOCK OPTION

              1.       Grant of Option.  The Company hereby grants to Employee 
under the Plan, as a separate incentive in connection with his or her 
employment and not in lieu of any salary or other compensation for his or her 
services, a non-qualified stock option to purchase, on the terms and conditions 
set forth in this Agreement and the Plan, all or any part of the number of 
Shares set forth on page 1 of this Agreement.  The option granted hereby is not 
intended to be an Incentive Stock Option within the meaning of Section 422 of 
the Code.

              2.       Exercise Price.  The purchase price per Share (the 
"Option Price") shall be equal to the price set forth on page 1 of this 
Agreement.  The Option Price shall be payable in the legal tender of the United 
States.

              3.       Number of Shares.  The number and class of Shares 
specified in paragraph 1 above, and/or the Option Price, are subject to 
appropriate adjustment in the event of changes in the capital stock of the 
Company by reason of stock dividends, split-ups or combinations of shares, 
reclassifications, mergers, consolidations, reorganizations or liquidations.  
Subject to any required action of the stockholders of the Company, if the 
Company shall be the surviving corporation in any merger or consolidation, the 
option granted hereunder (to the extent that it is still outstanding) shall 
pertain to and apply to the securities to which a holder of the same number of 
Shares that are then subject to the option would have been entitled.  To the 
extent that the foregoing adjustments relate to stock or securities of the 
Company, such adjustments shall be made by the Compensation and Stock Option 
Committee of the Company's Board of Directors (the "Committee"), whose 
determination in that respect shall be final, binding and conclusive.

              4.       Commencement of Exercisability.  Except as otherwise 
provided in this Agreement, the right to exercise the option awarded by this 
Agreement shall accrue as set forth on page 1 of this Agreement, assuming that 
Employee is still employed with the Company or an Affiliate on such date(s).  
If Employee is not employed on such date(s), the option shall terminate, as set 
out in paragraph 7.

              5.       Postponement of Exercisability.  Notwithstanding 
paragraph 4 or any other provision of this Agreement, prior to the date this 
option is scheduled to become exercisable, the Committee, in its sole 
discretion, may determine that the right to exercise the option awarded by this 
Agreement shall accrue on a date later than such date. The Committee shall 
exercise its power to postpone the commencement of exercisability only if the 
Committee, in its sole discretion, determines that Employee has taken a 
personal leave of absence (as defined from time to time by the Committee) since 
the date of this Agreement.  The duration of the period of postponement shall 
equal the duration of the personal leave of absence.  If Employee does not 
return from the personal leave of absence, the option shall terminate as set 
out in paragraph 7.  

              6.       Elimination of Exercisability.  Notwithstanding 
paragraph 4 or any other provision of this Agreement, prior to the date this 
option is scheduled to become exercisable, the Committee, in its sole 
discretion, may determine that the right to exercise the option awarded by this 
Agreement shall never accrue as to all or part of the Shares specified in 
paragraph 1 (and as adjusted pursuant to paragraph 3, if appropriate), in which 
case the option shall terminate as to such Shares.  The Committee shall 
exercise such power only if the Committee, in its sole discretion, determines 
that Employee has transferred to a position which, under the Committee's then 
existing policy, normally would not qualify Employee to be granted options 
under the Plan or to be granted the number of options granted under this 
Agreement.

              7.       Termination of Option.  In the event that Employee's 
employment with the Company or an Affiliate terminates for any reason other 
than Retirement (as defined in the Plan) or death, this option shall 
immediately thereupon terminate.  In the event of Employee's Retirement, 
Employee may, within one (1) year after the date of such Retirement, or within 
ten (10) years from the date of this Agreement, whichever shall first occur, 
exercise any unexercised portion of the option (whether or not exercisable).  
In the event that Employee shall die while in the employ of the Company or an 
Affiliate, any unexercised portion of the option (whether or not exercisable) 
may be exercised by Employee's beneficiary or transferee, as hereinafter 
provided, for a period of one (1) year after the date of Employee's death or 
within ten (10) years from the date of this Agreement, whichever shall first 
occur.  Notwithstanding the preceding two sentences, in the event that within 
one year of the date of this Agreement, Employee dies or terminates employment 
due to Retirement, this option shall immediately thereupon terminate.

              8.       Persons Eligible to Exercise.  The option shall be 
exercisable during Employee's lifetime only by Employee.  The option shall be 
non-transferable by Employee other than by a beneficiary designation made in a 
form and manner acceptable to the Committee, or by will or the applicable laws 
of descent and distribution.

              9.       Death of Employee.  To the extent exercisable after 
Employee's death, the option shall be exercised only by Employee's designated 
beneficiary or beneficiaries, or if no beneficiary survives Employee, by the 
person or persons entitled to the option under Employee's will, or if Employee 
shall fail to make testamentary disposition of the option, his or her legal 
representative.  Any transferee exercising the option must furnish the Company 
(a) written notice of his or her status as transferee, (b) evidence 
satisfactory to the Company to establish the validity of the transfer of the 
option and compliance with any laws or regulations pertaining to said transfer, 
and (c) written acceptance of the terms and conditions of the option as 
prescribed in this Agreement.

              10.       Exercise of Option.  The option may be exercised by the 
person then entitled to do so as to any Shares which may then be purchased 
(a) by giving written notice of exercise to the Company, specifying the number 
of full Shares to be purchased and accompanied by full payment of the purchase 
price thereof (and the amount of any income tax the Company determines is 
required to be withheld by reason of such exercise), and (b) by giving 
satisfactory assurances in writing if requested by the Company, signed by the 
person exercising the option, that the Shares to be purchased upon such 
exercise are being purchased for investment and not with a view to the 
distribution thereof.

              11.       No Rights of Stockholder.  Neither Employee nor any 
person claiming under or through said Employee shall be or have any of the 
rights or privileges of a stockholder of the Company in respect of any of the 
Shares issuable upon the exercise of the option, unless and until certificates 
representing such Shares shall have been issued, recorded on the records of the 
Company or its transfer agents or registrars, and delivered to Employee.

              12.       No Right to Continued Employment.  The granting of 
stock options to Employee does not in any way impact the right of the Company 
to  terminate Employee's employment in accordance with applicable law.

              13.       Addresses for Notices.  Any notice to be given to the 
Company under the terms of this Agreement shall be addressed to the Company, in 
care of its Law Department, at The Gap, Inc., One Harrison, San Francisco, 
California 94105, or at such other address as the Company may hereafter 
designate in writing.  Any notice to be given to Employee shall be addressed to 
Employee at the address set forth beneath Employee's signature hereto, or at 
such other address as Employee may hereafter designate in writing.  Any such 
notice shall be deemed to have been duly given if and when enclosed in a 
properly sealed envelope, addressed as aforesaid, registered or certified and 
deposited, postage and registry fee prepaid, in a United States post office.

              14.       Non-Transferability of Option.  Except as otherwise 
herein provided, the option herein granted and the rights and privileges 
conferred hereby shall not be transferred, assigned, pledged or hypothecated in 
any way (whether by operation of law or otherwise) and shall not be subject to 
sale under execution, attachment or similar process.  Upon any attempt to 
transfer, assign, pledge, hypothecate or otherwise dispose of said option, or 
of any right or privilege conferred hereby, contrary to the provisions hereof, 
or upon any attempted sale under any execution, attachment or similar process 
upon the rights and privileges conferred hereby, said option and the rights and 
privileges conferred hereby shall immediately become null and void.

              15.       Maximum Term of Option.  Notwithstanding any other 
provision of this Agreement, this option is not exercisable after the 
expiration of ten (10) years from the date of this Agreement.

              16.       Binding Agreement.  Subject to the limitation on the 
transferability of the option contained herein, this Agreement shall be binding 
upon and inure to the benefit of the heirs, legatees, legal representatives, 
successors and assigns of the parties hereto.

              17.       Plan Governs.  This Agreement is subject to all terms 
and provisions of the Plan.  In the event of a conflict between one or more 
provisions of this Agreement and one or more provisions of the Plan, the 
provisions of the Plan shall govern.  Terms used and not defined in this 
Agreement shall have the meaning set forth in the Plan.

              18.       Committee Authority.  The Committee shall have the 
power to interpret the Plan and this Agreement and to adopt such rules for the 
administration, interpretation and application of the Plan as are consistent 
therewith and to interpret or revoke any such rules.  All actions taken and all 
interpretations and determinations made by the Committee in good faith shall be 
final and binding upon Employee, the Company and all other interested persons. 
 No member of the Committee shall be personally liable for any action, 
determination or interpretation made in good faith with respect to the Plan or 
this Agreement.

              19.       Captions.  Captions provided herein are for convenience 
only and are not to serve as a basis for interpretation or construction of this 
Agreement.

              20.       Agreement Severable.  In the event that any provision 
in this Agreement shall be held invalid or unenforceable, such provision shall 
be severable from, and such invalidity or unenforceability shall not be 
construed to have any effect on, the remaining provisions of this Agreement.

Exhibit 10.8
       Grant No.  ___________

       THE GAP, INC.
       UK SUB-PLAN TO THE US STOCK OPTION AND AWARD PLAN

       The Gap, Inc. (the "Company") hereby grants to ______________________ 
(the "Employee"), a stock option under The Gap, Inc. UK Sup-plan to the 1996 
Stock Option and Award Plan (the "Sub-plan"), to purchase shares of common 
stock of the Company, $0.05 par value ("Shares").  This option is subject to 
all of the terms and conditions contained in this Agreement, including the 
terms and conditions contained in the attached Appendix A.  The date of this 
Agreement is __________.  Subject to the provisions of Appendix A and of the 
Sub-plan, the principal features of this option are as follows:

       Number of Shares 
       Purchasable with this Option:       ________

       Price per Share:       ________

       Date Option was Granted:       ________

       Date Option is 
       Scheduled to become Exercisable:       ________

       Latest Date Option Expires:       ________

       As provided in the Sub-plan and in this Agreement, this option may 
terminate before the date written above, including before the option becomes 
exercisable or is exercised.  For example, if Employee's employment ends 
before the date this option becomes exercisable, this option will terminate at 
the same time as Employee's employment terminates.  See paragraphs 5, 6 and 7 
of Appendix A for further information concerning how changes in employment 
affect termination of this option.  

       As provided in the Sub-plan and in this Agreement, the exercise of this 
option must be:

  made at a time when the Scheme retains Inland Revenue approval,
  not earlier than 3 or later than 10 years after the Option was granted, 
and
  not earlier than 3 years following the latest previous exercise by the 
participant of an Option (obtained under this or any other Option Scheme 
approved by the Inland Revenue) which enjoyed relief from income tax.

       It is not transferable, and will lapse upon the occasion of an 
assignment, charge, disposal or other dealing with the rights conveyed by it 
in any other circumstances.  PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH 
CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS OPTION.

       IN WITNESS WHEREOF, the Company and the Employee have executed this 
Agreement, in duplicate, to be effective as of the date first above written.

                                   THE GAP, INC.       
                            
                                   
Dated: ________                            
______________________________________________________
                                   Millard S. Drexler
                                   President and Chief Executive Officer

       My signature below indicates that I understand that this option is 
subject to all of the terms and conditions of this Agreement (including the 
attached Appendix A) and of the Sub-plan.  

                                  EMPLOYEE

Dated: _______________________              
                                                 

                                   Address:              
                                          

                                          
                                   National Insurance No:               

       APPENDIX A

    TERMS AND CONDITIONS OF GAP INC UK SUB-PLAN TO THE US STOCK OPTION AND 
AWARD PLAN

              1.       Grant of Option.  The Company hereby grants to Employee 
under the Sub-plan, as a separate incentive in connection with his or her 
employment and not in lieu of any salary or other compensation for his or her 
services, an approved stock option to purchase, on the terms and conditions set 
forth in this Agreement and the Sub-plan, all or any part of the number of 
Shares set forth on page 1 of this Agreement.  The option granted hereby is not 
intended to be an Incentive Stock Option within the meaning of Section 422 of 
the Code.

              2.       Exercise Price.  The purchase price per Share (the 
"Option Price") shall be equal to the price set forth on page 1 of this 
Agreement, which is the fair market value per Share as defined in the Sub-plan 
Rules as the average of the middle market quotation (as derived from the Wall 
Street Journal) on the date of this Agreement.

              3.       Number of Shares.  The number and class of Shares 
specified in paragraph 1 above, and/or the Option Price, are subject to 
appropriate adjustment in the event of changes constituting a variation in 
capital within the meaning of paragraph 29 of Schedule 9 to the United Kingdom 
Income and Corporation Taxes Act 1988, and any such adjustment will be subject 
to Inland Revenue approval before it takes effect.  To the extent that the 
foregoing adjustments relate to stock or securities of the Company, such 
adjustments shall be made by the Compensation and Stock Option Committee of the 
Company's Board of Directors (the "Committee"), whose determination in that 
respect shall be final, binding and conclusive.

              4.       Commencement of Exercisability.  Except as otherwise 
provided in this Agreement, the right to exercise the option awarded by this 
Agreement shall accrue as to 100% of the Shares subject to such option on the 
third anniversary date of the date of this Agreement, and expire on the tenth 
anniversary date of this agreement, assuming that Employee is still employed 
with the Company or an Affiliate on such date.  If Employee is not employed on 
such date, the option shall terminate, as set out in paragraph 7.

              5.       Postponement of Exercisability.  Notwithstanding 
paragraph 4 or any other provision of this Agreement, prior to the third 
anniversary of the date of this Agreement, the Committee, in its sole 
discretion, with the approval of the Inland Revenue, may determine that the 
right to exercise the option awarded by this Agreement shall accrue on a date 
later than the third anniversary of this Agreement. The Committee shall 
exercise its power to postpone the commencement of exercisability only if the 
Committee, in its sole discretion, determines that Employee has taken a 
personal leave of absence (as defined from time to time by the Committee) since 
the date of this Agreement.  The duration of the period of postponement shall 
equal the duration of the personal leave of absence.  If Employee does not 
return from the personal leave of absence, the option shall terminate as set 
out in paragraph 7.  

              6.       Elimination of Exercisability.  Notwithstanding 
paragraph 4 or any other provision of this Agreement, prior to the third 
anniversary of the date of this Agreement, the Committee, in its sole 
discretion, with the approval of the Inland Revenue, may determine that the 
right to exercise the option awarded by this Agreement shall never accrue as to 
all or part of the Shares specified in paragraph 1 (and as adjusted pursuant to 
paragraph 3, if appropriate).  The Committee shall exercise such power only if 
the Committee, in its sole discretion, determines that Employee has transferred 
to a position which, under the Committee's then existing policy, normally would 
not qualify Employee to be granted options under the Sub-plan.

              7.       Termination of Option.  In the event that Employee's 
employment with the Company or an Affiliate terminates for any reason other 
than Retirement (as defined in the Sub-plan) or death, this option shall 
immediately thereupon terminate.  In the event of Employee's Retirement, 
Employee may, within one (1) year after the date of such Retirement, or within 
ten (10) years from the date of this Agreement, whichever shall first occur, 
exercise any unexercised portion of the option.  In the event that Employee 
shall die while in the employ of the Company or an Affiliate, any unexercised 
portion of the option may be exercised by Employee's beneficiary or transferee, 
as hereinafter provided, for a period of one (1) year after the date of 
Employee's death or within ten (10) years from the date of this Agreement, 
whichever shall first occur.  Notwithstanding the preceding two sentences, in 
the event that within one year of the date of this Agreement, Employee dies or 
terminates employment due to Retirement, this option shall immediately 
thereupon terminate.

              8.       Persons Eligible to Exercise.  The option shall be 
exercisable during Employee's lifetime only by Employee.  The option is 
personal to Employee and is not capable of being transferred, assigned or 
charged by Employee, except by will or the applicable laws of descent and 
distribution. 

              9.       Death of Employee.  To the extent exercisable after 
Employee's death, the option shall be exercised only by person or persons 
entitled to the option under Employee's will, or if Employee shall fail to make 
testamentary disposition of the option, his or her legal representative.  Any 
transferee exercising the option must furnish the Company (a) written notice of 
his or her status as transferee, (b) evidence satisfactory to the Company to 
establish the validity of the transfer of the option and compliance with any 
laws or regulations pertaining to said transfer, and (c) written acceptance of 
the terms and conditions of the option as prescribed in this Agreement.

              10.       Exercise of Option.  The option may be exercised by the 
person then entitled to do so as to any Shares which may then be purchased (a) 
by giving written notice of exercise to the Company, specifying the number of 
full Shares to be purchased and accompanied by full payment of the purchase 
prices thereof (and the amount of any income tax the Company determines is 
required to be withheld by reason of such exercise), and (b) by giving 
satisfactory assurances in writing if requested by the Company, signed by the 
person exercising the option, that the Shares to be purchased upon such 
exercise are being purchased for investment and not with a view to the 
distribution thereof.

              11.       No Rights of Stockholder.  Neither Employee nor any 
person claiming under or through said Employee shall be or have any of the 
rights or privileges of a stockholder of the Company in respect of any of the 
Shares issuable upon the exercise of the option, unless and until certificates 
representing such Shares shall have been issued, recorded on the records of the 
Company or its transfer agents or registrars, and delivered to Employee.  The 
Company undertakes to issue such Share certificates within thirty days of 
employee exercising the option.

              12.       No Right to Continued Employment. The granting of stock 
options to Employee does not in any way impact the right of the Company to  
terminate Employee's employment in accordance with applicable law.

              13.       Addresses for Notices.  Any notice to be given to the 
Company under the terms of this Agreement shall be addressed to the Company, in 
care of its Law Department, at The Gap, Inc., One Harrison, San Francisco, 
California 94105, or at such other address as the Company may hereafter 
designate in writing.  Any notice to be given to Employee shall be addressed to 
Employee at the address set forth beneath Employee's signature hereto, or at 
such other address as Employee may hereafter designate in writing. Any such 
notice shall be deemed to have been duly given if and when enclosed in a 
properly sealed envelope addressed as aforesaid, registered or certified and 
deposited, postage and registry fee prepaid, in a United States post office.

              14.       Non-Transferability of Option.  Except as otherwise 
herein provided, the option herein granted and the rights and privileges 
conferred hereby shall not be transferred, assigned, pledged or hypothecated in 
any way (whether by operation of law or otherwise) and shall not be subject to 
sale under execution, attachment or similar process.  Upon any attempt to 
transfer, assign, pledge, hypothecate or otherwise dispose of said option, or 
of any right or privilege conferred hereby, contrary to the provisions hereof, 
or upon any attempted sale under any execution, attachment or similar process 
upon the rights and privileges conferred hereby, said option and the rights and 
privileges conferred hereby shall immediately become null and void.

              15.       Maximum Term of Option.  Notwithstanding any other 
provision of this Agreement, this option is not exercisable after the 
expiration of ten (10) years from the date of this Agreement.

              16.       Binding Agreement.  Subject to the limitation on the 
transferability of the option contained herein, this Agreement shall be binding 
upon and inure to the benefit of the heirs, legatees, legal representatives, 
successors and assigns of the parties hereto.

              17.       Sub-plan Governs.  This Agreement is subject to all 
terms and provisions of the Sub-plan.  In the event of a conflict between one 
or more provisions of this Agreement and one or more provisions of the Sub-
plan, the provisions of the Sub-plan shall govern.  Terms used and not defined 
in this Agreement shall have the meaning set forth in the Sub-plan.

              18.       Committee Authority.  The Committee shall have the 
power to interpret the Sub-plan and this Agreement and to adopt such rules for 
the administration, interpretation and application of the Sub-plan as are 
consistent therewith, and to interpret or revoke any such rules, subject to the 
approval of the Inland Revenue.  All actions taken and all interpretations and 
determinations made by the Committee in good faith shall be final and binding 
upon Employee, the Company and all other interested persons.  No member of the 
Committee shall be personally liable for any action, determination or 
interpretation made in good faith with respect to the Sub-plan or this 
Agreement.

              19.       Captions.  Captions provided herein are for convenience 
only and are not to serve as a basis for interpretation or construction of this 
Agreement.

              20.       Agreement Severable.  In the event that any provision 
in this Agreement shall be held invalid or unenforceable, such provision shall 
be severable from, and such invalidity or unenforceability shall not be 
construed to have any effect on, the remaining provisions of this Agreement. 

Basic Info X:

Name: conditions contained in the attached Appendix A. The date of this Agreement
Type: the date of this Agreement
Date: Dec. 15, 1998
Company: GAP INC
State: Delaware

Other info:

Organization:

  • United Kingdom Income
  • Compensation and Stock Option Committee of the Company 's Board of Directors
  • The Gap , Inc.

Location:

  • AMERICA
  • San Francisco
  • California
  • United States

Money:

  • $ 0.05

Person:

  • Millard S. Drexler
  • Harrison

Percent:

  • 100 %