EXHIBIT 24.2












                                       11





                                  PIXTECH, INC.

                       Certificate of Assistant Secretary

     I, Marc Rubenstein,  being the duly elected and acting assistant  secretary
of PixTech, Inc. (the "Company"),  a Delaware  corporation,  hereby certify that
the following is a true, correct and complete copy of resolutions adopted by the
Board of Directors  of this  Company at a meeting held on February 3, 1999;  and
that said  resolutions  have not been amended or  rescinded  and are now in full
force and effect.

Registration Statement on Form S-8

VOTED:   That,  upon approval by the  stockholders  at the Company's 1999 Annual
         Meeting of the  aforementioned  amendment to the [Company's Amended and
         Restated Stock Option] Plan [(the  "Plan")],  the  President,  any Vice
         President and the Treasurer of the Company,  each acting singly, be and
         hereby  are  authorized  in the name and on  behalf of the  Company  to
         execute  and file  with  the  United  States  Securities  and  Exchange
         Commission  (the  "Commission")  a registration  statements on Form S-8
         (the "Registration  Statement")  relating to the registration under the
         Securities  Act of 1933,  as amended  (the  "Act"),  of the  additional
         2,500,000  shares (the "Plan  Shares") of the  Company's  Common  Stock
         reserved for issuance under the Plan, such  Registration  Statement and
         any  amendments  thereto to be in such form as may be  approved  by the
         officer  executing the same,  his  execution  and filing  thereof to be
         conclusive  evidence  of this  approval;  and such  officers,  and each
         acting  singly,  be and hereby are authorized to take any and all other
         action as they or any of them may deem necessary or advisable to effect
         such registration.

VOTED:   That Dieter Mezger,  Jean-Luc  Grand-Clement,  Francis  Correges,  Yves
         Morel,  Michael  Lytton and Marc  Rubenstein,  and each of them  acting
         singly,  be and  hereby  are  designated  as  attorneys-in-fact  of any
         officer  executing  the  Registration   Statement  or  any  combination
         thereof,  on behalf of the  Company  or  otherwise,  with full power of
         substitution,  for each of them in any and all  capacities,  to execute
         and file the Registration Statement or such other documents relating to
         the  registration  under the Act of the Plan  Shares and any  amendment
         thereto,  and that any such  officer  of the  Company  be and hereby is
         authorized  to execute  and  deliver an  appropriate  power of attorney
         reflection such authorization.

          WITNESS my signature  and the seal of the Company  affixed this 17 day
          of June, 1999.


                                          /s/ Marc Rubenstein
                                          -----------------------------
                                          Marc Rubenstein, Assistant Secretary



                                       12