Exhibit 24.2


                                  POWER OF ATTORNEY


                    BE IT KNOWN:  That the undersigned, in his capacity  or
          capacities as  an  officer  and/or  a  member  of  the  Board  of
          Directors of  FM Properties  Inc.,  a Delaware  corporation  (the
          "Company"), does hereby make,  constitute and appoint WILLIAM  H.
          ARMSTRONG, III,  his true  and lawful  attorney-in-fact and  with
          full power of substitution, to execute, deliver and file, for and
          on behalf of him, in his  name and in his capacity or  capacities
          as aforesaid, an Annual  Report of the Company  on Form 10-K  for
          the year ended December 31, 1997, and any amendment or amendments
          thereto and any other document in support thereof or supplemental
          thereto, and the undersigned hereby grants to said  attorney,full
          power and authority  to do  and perform  each and  every act  and
          thing  whatsoever  that  said  attorney  may  deem  necessary  or
          advisable to carry out fully the  intent of the foregoing as  the
          undersigned might or could  do personally or  in the capacity  or
          capacities as aforesaid, hereby ratifying and confirming all acts
          and things which  said attorney  may do or  cause to  be done  by
          virtue of this Power of Attorney.

                    EXECUTED this 12th day of February, 1998.



                                             /s/ Richard C. Adkerson
                                             -----------------------
                                               Richard C. Adkerson








                                  POWER OF ATTORNEY


                    BE IT KNOWN:  That the undersigned, in his capacity  or
          capacities as  an  officer  and/or  a  member  of  the  Board  of
          Directors of  FM Properties  Inc.,  a Delaware  corporation  (the
          "Company"), does hereby make,  constitute and appoint WILLIAM  H.
          ARMSTRONG, III and RICHARD C. ADKERSON,  and each of them  acting
          individually, his true and lawful attorney-in-fact with power  to
          act without the others  and with full  power of substitution,  to
          execute, deliver and file, for and on behalf of him, in his  name
          and in his capacity or capacities as aforesaid, an Annual  Report
          of the Company on Form 10-K for the year ended December 31, 1997,
          and any amendment or amendments thereto and any other document in
          support thereof  or  supplemental thereto,  and  the  undersigned
          hereby grants to said attorneys, and each of them, full power and
          authority to  do  and  perform  each  and  every  act  and  thing
          whatsoever that said attorney or attorneys may deem necessary  or
          advisable to carry out fully the  intent of the foregoing as  the
          undersigned might or could  do personally or  in the capacity  or
          capacities as aforesaid, hereby ratifying and confirming all acts
          and things which said attorney or attorneys may do or cause to be
          done by virtue of this Power of Attorney.

                    EXECUTED this 12th day of February, 1998.



                                             /s/ James C. Leslie
                                             -------------------
                                              James C. Leslie





                              POWER OF ATTORNEY


                    BE IT KNOWN:  That the undersigned, in his capacity  or
          capacities as  an  officer  and/or  a  member  of  the  Board  of
          Directors of  FM Properties  Inc.,  a Delaware  corporation  (the
          "Company"), does  hereby make,  constitute and  appoint,  WILLIAM
          H. ARMSTRONG, III  and  RICHARD C.  ADKERSON,  and each  of  them
          acting individually, his  true and  lawful attorney-in-fact  with
          power  to  act  without  the  others  and  with  full  power   of
          substitution, to execute, deliver and file, for and on behalf  of
          him, in his name and in his capacity or capacities as  aforesaid,
          an Annual Report of the Company  on Form 10-K for the year  ended
          December 31, 1997, and any  amendment or  amendments thereto  and
          any other document  in support thereof  or supplemental  thereto,
          and the undersigned hereby grants to said attorneys, and each  of
          them, full power and authority to  do and perform each and  every
          act and thing whatsoever that said attorney or attorneys may deem
          necessary or  advisable to  carry out  fully  the intent  of  the
          foregoing as the undersigned might or  could do personally or  in
          the capacity  or capacities  as aforesaid,  hereby ratifying  and
          confirming all acts and things  which said attorney or  attorneys
          may do or cause to be done by virtue of this Power of Attorney.

                    EXECUTED this 12th day of February, 1998.

                                             /s/ Michael D. Madden
                                             ---------------------
                                               Michael D. Madden




                                POWER OF ATTORNEY

              BE IT KNOWN: That the undersigned, in his capacity or 
          capacities as an officer and/or a member of the Board of 
          Directors of FM Properties Inc., a Delaware corporation
          (the "Company"), does hereby make, constitute and appoint, 
          WILLIAM H. ARMSTRONG, III and RICHARD C. ADKERSON, and each of 
          them acting individually, his true and lawful attorney-in-fact 
          with power to act without the others and with full power of 
          substitution, to execute, deliver and file, for and on behalf of
          him, in his name and in his capacity or capacities as aforesaid,
          an Annual Report of the Company on Form 10-K for the year ended
          December 31, 1997, and any amendment or amendments thereto and
          any other document in support thereof or supplemental thereto,
          and the undersigned hereby grants to said attorneys, and each of
          them, full power and authority to do and perform each and every
          act and thing whatsoever that said attorney or attorneys may deem
          necessary or advisable to carry out fully the intent of the 
          foregoing as the undersigned might or could do personally or in
          the capacity or capacities as aforesaid, hereby ratifying and
          confirming all acts and things which said attorney or attorneys
          may do or cause to be done by virtue of this Power of Attorney.
 
                    EXECUTED this 12th day of February, 1998.


                                              /s/ C. Donald Whitmire     
                                              ----------------------
                                               C. Donald Whitmire