EXHIBIT 24.2
 
                               POWER OF ATTORNEY
 
     KNOW  ALL MEN BY THESE PRESENTS, that  each of the undersigned officers and
directors of  TIME  WARNER INC.,  a  Delaware corporation  (the  'Corporation'),
hereby  constitutes and  appoints RICHARD  J. BRESSLER,  PETER R.  HAJE, JOHN A.
LABARCA, GERALD M.  LEVIN, PHILIP R.  LOCHNER, JR. and  RICHARD D. PARSONS,  and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power  to act without the others,  for him or her and  in his or her name, place
and stead, in any  and all capacities, to  sign Registration Statements on  Form
S-3  or other appropriate form  and any and all  amendments to such Registration
Statements  (including  post-effective  amendments),   to  be  filed  with   the
Securities  and Exchange Commission in  connection with the 'shelf' registration
pursuant to Rule  415 under the  provisions of  the Securities Act  of 1933,  as
amended, of (a) up to $2 billion aggregate initial price to the public of one or
more  of the following (i) debt securities, (ii) the shares of Common Stock, par
value $1.00 per share ('Common Stock'), of the Corporation into which such  debt
securities may be convertible, (iii) rights or warrants to acquire any such debt
or Common Stock and (iv) other securities of the Corporation, in any combination
thereof,  and (b) guarantees of up to  $1 billion aggregate initial price to the
public of  debt securities  of Time  Warner Companies,  Inc., with  power  where
appropriate to affix thereto the corporate seal of the Corporation and to attest
said  seal, and to file  such Registration Statements, including  in each case a
form of prospectus, and any and all amendments and post-effective amendments  to
such  Registration  Statements,  with  all exhibits  thereto,  and  any  and all
documents in connection therewith, with the Securities and Exchange  Commission,
hereby  granting unto said attorneys-in-fact and  agents, and each of them, full
power and authority to do and perform any and all acts and things requisite  and
necessary  to be  done in and  about the premises,  as fully to  all intents and
purposes as  he  or she  might  or could  do  in person,  hereby  ratifying  and
confirming  all  that said  attorneys-in-fact and  agents, or  any of  them, may
lawfully do or cause to be done by virtue hereof.
 





     IN WITNESS WHEREOF,  each of the  undersigned has hereunto  set his or  her
name as of the 21st day of November, 1996.
 

                                                       
   (i)  Principal Executive Officer:
 
             /s/ Gerald M. Levin
        ...................................................
        Gerald M. Levin,
        Director, Chairman of the Board
        and Chief Executive Officer
 
  (ii)  Principal Financial Officer:
 
            /s/ Richard J. Bressler
        ...................................................
        Richard J. Bressler,
        Senior Vice President and
        Chief Financial Officer
 
 (iii)  Principal Accounting Officer:
 
            /s/ John A. LaBarca
        ...................................................
        John A. LaBarca,
        Vice President and Controller
 
  (iv)  Directors:
 
           /s/ Merv Adelson                                      /s/ Lawrence B. Buttenwieser
        ...................................................  ...................................................
        Merv Adelson,                                        Lawrence B. Buttenwieser,
        Director                                             Director
 
           /s/ J. Carter Bacot                                  /s/ Beverly Sills Greenough
        ...................................................  ...................................................
        J. Carter Bacot,                                     Beverly Sills Greenough,
        Director                                             Director

 
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           /s/ Carla A. Hills                                    /s/ Richard D. Parsons
        ...................................................  ...................................................
        Carla A. Hills,                                      Richard D. Parsons,
        Director                                             Director and President
 
          /s/ David T. Kearns                                   /s/ Donald S. Perkins
        ...................................................  ...................................................
        David T. Kearns,                                     Donald S. Perkins,
        Director                                             Director
 
          /s/ Reuben Mark                                       /s/ Raymond S. Troubh
        ...................................................  ...................................................
        Reuben Mark,                                         Raymond S. Troubh,
        Director                                             Director
 
          /s/ Michael A. Miles                                  /s/ R.E. Turner
        ...................................................  ...................................................
        Michael A. Miles,                                    R.E. Turner,
        Director                                             Director
 
          /s/ J. Richard Munro                                 /s/ Francis T. Vincent, Jr.
        ...................................................  ...................................................
        J. Richard Munro,                                    Francis T. Vincent, Jr.,
        Director                                             Director

 
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