EXHIBIT 24.1

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE  PRESENTS,  that each individual  whose signature  appears
below  constitutes  and  appoints  PETER A.  GEORGESCU,  MICHAEL  J.  DOLAN  and
STEPHANIE W.  ABRAMSON,  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, 1998, 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 23, 1999

/s/PETER A. GEORGESCU                                /s/F. WARREN HELLMAN
-------------------------                            -----------------------
PETER A. GEORGESCU                                   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/PHILIP U. HAMMARSKJOLD                            /s/JOHN A. WOZNIAK
-------------------------                            -----------------------
PHILIP U. HAMMARSKJOLD                               JOHN A. WOZNIAK


<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
23, 1999 by the Board of Directors of the Company and that such resolutions have
not been amended or revoked.

     WITNESS my hand on this 29th day of March, 1999.


/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, 1998,  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  Peter A. Georgescu,  Michael J. Dolan and Stephanie W.
     Abramson,  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 name thereto; and further

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