EXHIBIT 24.1

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE  PRESENTS,  that each individual  whose signature  appears
below  constitutes  and appoints  MICHAEL J. DOLAN,  STEPHANIE  W.  ABRAMSON and
JACQUES TORTOROLI,  and each of them, as true and lawful  attorneys-in-fact  and
agents with full power of substitution and  resubstitution,  for him, and in his
name,  place and stead,  in any and all  capacities,  to sign the Report on Form
10-K for the year ended December 31, 1999, for Young & Rubicam Inc., S.E.C. File
No. 001-14093,  and any and all amendments and supplements thereto and all other
instruments  necessary  or desirable in  connection  therewith,  and to file the
same, with all exhibits thereto, and all documents in connection therewith, with
the Securities and Exchange Commission and the New York Stock Exchange, granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing requested and necessary
to be done in and about the  premises as fully to all intents and purposes as he
might do or could do in person,  hereby  ratifying and  confirming all that said
attorney-in-fact  and  agents  or any of  them or  their  or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.


Dated:  March 24, 2000


/s/ Judith Rodin                             /s/ F. Warren Hellman
------------------------------              -----------------------------
JUDITH RODIN                                F. WARREN HELLMAN

/s/ Thomas D. Bell, Jr.                      /s/ John F. McGillicuddy
------------------------------              -----------------------------
THOMAS D. BELL, JR.                         JOHN F. MCGILLICUDDY

/s/ Richard S. Bodman                        /s/ Alan D. Schwartz
------------------------------              -----------------------------
RICHARD S. BODMAN                           ALAN D. SCHWARTZ

/s/ Michael J. Dolan                         /s/ Edward H. Vick
------------------------------              -----------------------------
MICHAEL J. DOLAN                            EDWARD H. VICK

/s/ Sir Christopher Lewinton                 /s/ Michael H. Jordan
------------------------------              -----------------------------
SIR CHRISTOPHER LEWINTON                    MICHAEL H. JORDAN

<PAGE>



                              CERTIFIED RESOLUTIONS


    I,  Stephanie W.  Abramson,  Secretary  of Young & Rubicam (the  "Company"),
hereby certify that the  resolutions  attached hereto were duly adopted on March
21, 2000 by the Board of Directors of the Company and that such resolutions have
not been amended or revoked.

    WITNESS my hand on this 24th day of March, 2000.


/s/ STEPHANIE W. ABRAMSON
STEPHANIE W. ABRAMSON

                              YOUNG & RUBICAM INC.
                        MEETING OF THE BOARD OF DIRECTORS

         RESOLVED,  that the form of  Annual  Report  on Form  10-K for the year
         ended  December 31,  1999,  including  all exhibits  thereto (the "Form
         10-K") in the form presented to this meeting, with such changes therein
         as the Chief Executive  Officer,  the Chief  Financial  Officer and the
         Senior Vice President,  Controller,  in  consultation  with the General
         Counsel,  shall  approve,  be and is hereby  approved  subject  only to
         execution  of the  signature  page by a majority  of the members of the
         Board of Directors; and further

         RESOLVED,  that the  officers  and  directors of the Company who may be
         required  to  execute  the Form 10-K be,  and each of them  hereby  is,
         authorized to execute a power of attorney in the form submitted to this
         meeting appointing Michael J. Dolan,  Stephanie W. Abramson and Jacques
         Tortoroli,  and each of them, severally,  his true and lawful attorneys
         and agents to act in his name,  place and stead,  to execute  said Form
         10-K and any and all amendments and  supplements  thereto and all other
         instruments necessary or desirable in connection therewith; and further

         RESOLVED,  that the signature of any officer of the Company required by
         law to affix his  signature  to such Form 10-K or to any  amendment  or
         supplement  thereto  and  such  additional  documents  as they may deem
         necessary or advisable in connection therewith,  may be affixed by said
         officer  personally  or by any  attorney-in-fact  duly  constituted  in
         writing by said officer to sign his or her name thereto; and further

         RESOLVED,  that the officers of the Company be, and each of them hereby
         is,  authorized to execute such  amendments or  supplements to the Form
         10-K and such  additional  documents  as they  may  deem  necessary  or
         advisable in  connection  with any such  amendment or  supplement;  and
         further

         RESOLVED,  that the proper officers of the Company be, and each of them
         hereby is,  authorized to take any and all other action,  including the
         execution of any and all documents,  agreements and instruments, deemed
         by them  necessary  or desirable in order to carry out the purposes and
         intent of the foregoing resolutions; and further

         RESOLVED,  that the authority  granted hereunder by this Board shall be
         deemed  retroactive and any and all acts relating to the subject matter
         of the foregoing  resolutions  performed  prior to the passage of these
         resolutions are hereby ratified and approved; and further

         RESOLVED,  that  all  actions  heretofore  taken  consistent  with  the
         purposes and intent of the  foregoing  resolutions  and each of them be
         and they are hereby ratified.