POWER OF ATTORNEY OF DIRECTORS

KNOW BY ALL PERSONS BY THESE PRESENTS:

Each of the undersigned hereby constitutes and appoints Donald G. 
Fisher and Anne B. Gust, each of them with power to act alone, 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 a Registration Statement on Form S-8 relating to 
4,000,000 shares of common stock issuable under Stock Up On Success, The Gap, 
Inc.'s Stock Option Bonus Program, and any and all amendments of such 
Registration Statements, including post-effective amendments, 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, thereby ratifying and confirming all that said attorney-in-fact or his 
or her substitutes may lawfully do or cause to be done by virtue hereof.




/s/ ADRIAN D.P. BELLAMY        Date:  January 26, 1999
Adrian D. P. Bellamy


/s/ MILLARD S. DREXLER         Date:  January 26, 1999
Millard S. Drexler


/s/ DONALD G. FISHER           Date:  January 26, 1999
Donald G. Fisher


/s/ DORIS F. FISHER            Date:  January 26, 1999
Doris F. Fisher


/s/ ROBERT J. FISHER           Date:  January 26, 1999
Robert J. Fisher


/s/ JOHN M. LILLIE             Date:  January 26, 1999
John M. Lillie


/s/ CHARLES R. SCHWAB          Date:  January 26, 1999
Charles R. Schwab


/s/ BROOKS WALKER, JR.         Date:  January 26, 1999
Brooks Walker, Jr.


/s/ SERGIO ZYMAN               Date:  January 26, 1999
Sergio Zyman