<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>cattertonpoa.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
Exhibit 24

                               Power of Attorney

      Know  all  by  these  presents, that the undersigned hereby constitute and
appoint each of J. Michael Chu, Scott Dahnke, Marc Magliacano and Dave McPherson
signing singly, the undersigned's true and lawful attorney- in-fact to:

      1. execute for and on behalf  of  the undersigned a Form ID and Forms 3, 4
         and 5 in accordance with Section  16(a)  of the Securities Exchange Act
         of 1934 and the rules; and

      2. do and perform any and all acts for and on  behalf  of  the undersigned
         which  may be necessary or desirable to complete and execute  any  such
         Form ID  and  Form  3,  4  or  5, complete and execute any amendment or
         amendments thereto, and timely file  such  form  with the United States
         Securities  and Exchange Commission and any stock exchange  or  similar
         authority.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform  any  and  every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise  of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of  substitution  or revocation,
hereby  ratifying  and  confirming  all  that  such  attorney-in-fact,  or  such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause  to  be
done  by  virtue  of  this  power  of  attorney and the rights and powers herein
granted. The undersigned acknowledges that  the  foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned,  are  not  assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with  Section  16 of the Securities Exchange Act of 1934. This Power of Attorney
shall remain in  full  force  and  effect  until  the  undersigned  is no longer
required to file Forms 3, 4 and 5 with respect to the undersigned's holdings  of
and  transactions in securities issued by Restoration Hardware Holdings, Inc., a
Delaware  corporation,  unless  earlier  revoked  by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned have caused  this Power of Attorney to
be executed as of November 1, 2012.

                                     CATTERTON MANAGING PARTNER VI, L.L.C.

                                     By:   CP6 Management, L.L.C.,
                                           its managing member


                                     By:   /s/ Scott A. Dahnke
                                           Name: Scott A. Dahnke
                                           Title: Authorized Person


                                     CP HOME HOLDINGS, LLC

                                     By:   Catterton   Managing    Partner   VI,
                                           L.L.C., its general partner

                                     By:   CP6 Management, L.L.C.,
                                           its managing member

                                     By: /s/ Scott A. Dahnke
                                     Name: Scott A. Dahnke
                                     Title: Authorized Person

<PAGE>
                                     CP6 MANAGEMENT, L.L.C.

                                     By:   /s/ Scott A. Dahnke
                                     Name: Scott A. Dahnke
                                     Title:Authorized Person



                                     /s/ Scott A. Dahnke
                                     Scott A. Dahnke




</TEXT>
</DOCUMENT>
