EXHIBIT 24.1

                         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
30,000,000 shares of common stock issuable under The Gap, Inc. 1999 Stock Option
Plan, as amended, and any and all amendments of such Registration Statement,
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: April 3, 2001
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Adrian D. P. Bellamy


/s/ MILLARD S. DREXLER                                 Date: April 3, 2001
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Millard S. Drexler


/s/ DONALD G. FISHER                                   Date: April 3, 2001
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Donald G. Fisher


/s/ DORIS F. FISHER                                    Date: April 3, 2001
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Doris F. Fisher



/s/ ROBERT J. FISHER                                   Date: April 3, 2001
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Robert J. Fisher


/s/ GLENDA A. HATCHETT                                 Date: April 3, 2001
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Glenda A. Hatchett


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Steven P. Jobs


/s/ JOHN M. LILLIE                                     Date: April 3, 2001
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John M. Lillie


/s/ CHARLES R. SCHWAB                                  Date: April 3, 2001
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Charles R. Schwab


/s/ BROOKS WALKER, JR.                                 Date: April 3, 2001
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Brooks Walker, Jr.

                                                       Date: April 3, 2001
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Sergio S. Zyman