Exhibit 24.1

                               POWER OF ATTORNEY
                      THE GAP, INC. REGISTRATION STATEMENT


     Each of the undersigned directors of The Gap, Inc. does hereby appoint JOHN
M. LILLIE, ANNE B. GUST and MILLARD S. DREXLER, and each of them with power to
act alone, as his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign the Registration Statement
on Form S-4 for The Gap, Inc. and any and all amendments thereto (including
post-effective amendments) filed under the Securities Act of 1933, as amended,
or otherwise, and to file the same, together with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto such attorney-in-fact full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises hereof, as fully to all intents and purposes as he or she might do or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact or his or her substitution may lawfully do or cause to be done
by virtue hereof.

IN WITNESS WHEREOF, the undersigned director has signed his or her name hereto
as of this 19th day of December, 2001.



/s/ Adrian D.P. Bellamy
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      Adrian D.P. Bellamy


/s/ Millard S. Drexler
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      Millard S. Drexler


/s/ Donald G. Fisher
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        Donald G. Fisher


/s/ Doris F. Fisher
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        Doris F. Fisher


/s/ Robert J. Fisher
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        Robert J. Fisher


/s/ Glenda A. Hatchett
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       Glenda A. Hatchett


/s/ Steven P. Jobs
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        Steven P. Jobs


/s/ John M. Lillie
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        John M. Lillie


/s/ Arun Sarin
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          Arun Sarin


/s/ Charles R. Schwab
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       Charles R. Schwab