EXHIBIT 24.2
 
                                POWER OF ATTORNEY

        Norman B. Leventhal does hereby constitute and appoint David L. Stivers
and William L. Perocchi, his true and lawful attorneys-in-fact and agents, with
full power of substitution, whether acting individually or together, to sign 
the Doubletree Corporation and Red Lion Inns Limited Partnership Form 10-K 
Annual Reports for the fiscal year ended December 31, 1996, pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 and any amendments thereto, 
on his behalf, and to file the same, with any exhibits thereto and other 
documents in connection therewith, granting to each of such attorneys-in-fact 
and agents full power and authority to do and perform each and every act 
requisite and necessary in connection with such matters and hereby ratifying 
and confirming all that each of such attorneys-in-fact and agents or his or her
substitutes may do or cause to be done by virtue hereof.

        Such Power of Attorney shall remain in effect until it is revoked in 
writing by the undersigned.


                                         /s/ Norman B. Leventhal
                                        -------------------------
                                           Norman B. Leventhal