EXHIBIT 24.2



                          BRISTOL-MYERS SQUIBB COMPANY

                             Secretary's Certificate


               I, Alice C. Brennan, Vice President and Secretary of
Bristol-Myers Squibb Company, a Delaware corporation ("BMS"), DO HEREBY CERTIFY
as follows:

               Attached hereto is a true and complete copy of a resolution duly
               adopted by the Board of Directors of BMS authorizing the names of
               officers signing the Registration Statement or any amendment
               thereto on behalf of BMS to be signed pursuant to a power of
               attorney, and such resolution has not been amended or rescinded
               as of the date hereof.

               IN WITNESS WHEREOF, I have signed this certificate on and as of
this 28th day of August, 1996.


                                                  By  /s/ Alice C. Brennan
                                                    ----------------------------
                                                    Name:   Alice C. Brennan
                                                    Title:  Vice President and
                                                            Secretary









 




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                      RESOLVED, that the appropriate officers and directors are,
               and each of them hereby is, authorized to execute the
               Registration Statement or any amendment thereto and to execute a
               power of attorney appointing the General Counsel and the
               Corporate Secretary and each of them severally, his or her true
               and lawful attorneys to execute in his or her name, place and
               stead the Registration Statement and any and all amedments to the
               Registration Statement, each of said attorneys to have power to
               act with or without the other.