424B3 1 d424b3.txt SUPPLEMENT #1 Filed pursuant to Rule 424(b)(3) File No. 333-87442 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus dated June 5, 2002) $1,380,000,000 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 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 delete the entities who are named below as selling security holders:

Aggregate principal Number of shares of Percentage amount at maturity of Percentage common stock that of shares of notes that may be sold of notice may be sold by common stock Name by this prospectus outstanding this prospectus outstanding ---------------------------------------------- ---------------------- ----------- ------------------- ------------- Alta Partners Holdings LDC $18,500,000 1.34% 1,147,643 * DaimlerChrysler Corp Emp. #1 Pension Plan dtd 4/1/89 2,820,000 * 174,938 * Durango Investments 3,000,000 * 186,104 * Fidelity Advisor Series I: Fidelity Advisor Equity Value Fund 100,000 * 6,203 * Fidelity Financial Trust: Fidelity Equity Income II Fund 36,670,000 2.66% 2,274,814 * Fidelity Management Trust Company on behalf of accounts managed by it 4,950,000 * 307,072 * F.R. Conv. Sev. Fn. 110,000 * 6,824 * Franklin and Marshall College 155,000 * 9,615 * Goldman Sachs and Company 9,970,000 * 618,486 * KBC Financial Products (Cayman Island) Limited 22,000,000 1.59% 1,364,764 * Lyxor Master Fund c/o Forest Investment Mngt. L.L.C. 1,120,000 * 69,479 * Marathon Global Convertible Master Fund 17,000,000 1.23% 1,054,591 * MLQA Convertible Securities Arbitrage, LTD 5,000,000 * 310,174 * RBC Capital Services Inc. c/o Forest Investment Mngt. L.L.C. 150,000 * 9,305 * State Street Bank Custodian for GE Pension Trust 1,275,000 * 79,094 * Syngenta AG 175,000 * 10,856 * TQA Master Fund, Ltd. 18,800,000 1.36% 1,166,253 Travelers: Travelers Equity Income 690,000 * 42,804 * All other holders of notes or future transferees, pledgees, donees, assignees or successors of any such holders (3)(4) 201,536,000 14.60% 12,502,233 1.42%

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

Number of shares Aggregate principal Number of shares of Percentage amount of maturity Percentage common stock that of shares of notes that may be sold of notes may be sold by this common stock Name by this prospectus outstanding prospectus outstanding ----------------------------------------------- ---------------------- ----------- -------------------- ------------ Alta Partners Holdings LDC $23,500,000 1.70% 1,457,816 * City of Shreveport Post Employees Retirement System 110,000 * 6,824 * DaimlerChrysler Corp Emp. #1 Pension Plan dtd 4/1/89 5,155,000 * 319,789 * Durango Investments 4,500,000 * 279,156 * Fidelity Advisor Series I: Fidelity Advisor Equity Value Fund 140,000 * 8,685 * Fidelity Financial Trust: Fidelity Equity Income II Fund 48,330,000 3.50% 2,998,139 * Fidelity Management Trust Company on behalf of accounts managed by it 6,180,000 * 383,375 * F.R. Conv. Sev. Fn. 160,000 * 9,926 * Franklin and Marshall College 285,000 * 17,680 * Goldman Sachs and Company 11,172,000 * 693,052 * KBC Financial Products (Cayman Island) Limited 56,625,000 4.10% 3,512,717 * Lehman Brothers Special Financing Inc. 40,000,000 2.90% 2,481,390 * Lord Abbett Affiliated Fund 15,000,000 1.09% 930,521 * Lyxor Master Fund c/o Forest Investment Mngt. L.L.C. 2,463,000 * 152,792 * Marathon Global Convertible Master Fund 19,000,000 1.38% 1,178,660 * MLQA Convertible Securities Arbitrage, LTD 7,500,000 * 465,261 * MSD TCB, L.P. 11,600,000 * 719,603 * Pioneer Equity Income Fund 800,000 * 49,628 * Pioneer Equity Income VCT Portfolio 200,000 * 12,407 * RBC Capital Services Inc. c/o Forest Investment Mngt. L.L.C. 220,000 * 13,648 * San Diego County Employees Retirement Association 1,250,000 * 77,543 * State Street Bank Custodian for GE Pension Trust 2,355,000 * 146,092 * Syngenta AG 255,000 * 15,819 * TQA Master Fund. Ltd. 25,800,000 1.87% 1,600,496 * Travelers: Travelers Equity Income 910,000 * 56,452 * Zazove Hedged Convertible Fund L.P. 1,250,000 * 77,543 * Zazove Income Fund L.P. 1,250,000 * 77,543 * Zurich Institutional Benchmarks Master Fund Ltd. c/o Zazove Associates LLC 1,250,000 * 77,543 *

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, except that Banc of America Securities LLC, Bank of America NA (an affiliate of Banc of America Securities LLC), Citicorp USA, Inc. (an affiliate of Salomon Smith Barney Inc.), Deutsche Banc Alex. Brown (an affiliate of Deutsche Bank Securities Inc.), Goldman, Sachs & Co., HSBC Securities (USA) Inc. (an affiliate of HSBC Trustee Zola Managed Trust), JP Morgan Securities, and Salomon Smith Barney Inc. have acted as underwriters or agents in private placements and public offerings of our debt in the past or lenders under our existing or prior credit facilities, and have provided other financial advisory services to us. ________________________ The date of this prospectus supplement is June 20, 2002 S-2