Exhibit 24.2
                                 PIXTECH, INC.

                            Certificate of Secretary
                            ------------------------

     I, Michael Lytton, being the duly elected and acting 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 dated on April 18, 1997; and that said resolutions
have not been amended or rescinded and are now in full force and effect.

Registration Statement on Form S-8
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VOTED:    That, upon approval by the stockholders at the Company's 1997 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
          800,000 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 Jean-Luc Grand-Clement, Richard Rodriguez, Yves Morel, Francis
          Correges, Michael Lytton and Lynnette C. Fallon, 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 2nd day of
December, 1997.

                                         /s/ Michael Lytton 
                                         _____________________________
                                         Michael Lytton, Secretary