EXHIBIT 24.1

                         POWER OF ATTORNEY OF DIRECTORS

KNOW BY ALL PERSONS BY THESE PRESENTS:

                  Each of the undersigned hereby constitutes and appoints
Millard S. Drexler, Anne B. Gust and John M. Lillie 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 the additional $51,000,000 under The Gap, Inc. Executive
Deferred Compensation Plan, 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.

IN WITNESS WHEREOF, the undersigned director has signed his or her name hereto
as of this 13th day of June, 2002.


/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