Rating Action: New Rating for Proposed Debt Offering

Rating Date: April 7

Moody's Investors Service assigned a Baa3 rating to Gap's ( GPS) proposed senior unsecured notes offering.

The proceeds of the proposed offering would be used for general corporate purposes including share repurchases.

Gap's previous ratings were withdrawn in March 2009; this is a new rating.

The rating outlook is stable.

"Moody's views Gap Inc.'s ability to grow earnings during the recession as a result of disciplined inventory management and an ongoing realignment of the store fleet as a favorable rating consideration," the rating agency said.

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