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 (a) the 'shelf'
registration pursuant to Rule 415 under the provisions of the Securities Act of
1933, as amended, of guarantees of up to $2 billion aggregate initial offering
price of one or more of the following (i) debt securities issued by Time Warner
Companies, Inc., a Delaware corporation and wholly owned subsidiary of the
Corporation ('Companies'), (ii) securities of Companies convertible into shares
of Common Stock, par value $.01 per share ('Common Stock'), of the Corporation,
(iii) rights or warrants to acquire any such debt or Common Stock and (iv) other
securities of Companies, in any combination thereof, and (b) the registration of
shares of Common Stock issuable upon conversion of the debt securities or upon
exercise of the rights or warrants referred to above, 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, and any subsequent registration statement filed by
the Corporation pursuant to Rule 462(b) of the Securities Act of of 1933, as
amended, 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 9th day of October, 1997.
 

      
   (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,
        Senior Vice President
        and Controller

 





 

                                                       
  (iv)  Directors:
 
        /s/ MERV ADELSON                                     /s/ MICHAEL A. MILES
        ...................................................  ...................................................
        Merv Adelson                                         Michael A. Miles,
        Director                                             Director
 
        /s/ J. CARTER BACOT                                  /s/ RICHARD D. PARSONS
        ...................................................  ...................................................
        J. Carter Bacot,                                     Richard D. Parsons,
        Director                                             Director and President
 
        /s/ STEPHEN F. BOLLENBACH                            /s/ DONALD S. PERKINS
        ...................................................  ...................................................
        Stephen F. Bollenbach,                               Donald S. Perkins,
        Director                                             Director
 
        /s/ BEVERLY SILLS GREENOUGH                          /s/ RAYMOND S. TROUBH
        ...................................................  ...................................................
        Beverly Sills Greenough,                             Raymond S. Troubh,
        Director                                             Director
 
        /s/ GERALD GREENWALD                                 /s/ R.E. TURNER
        ...................................................  ...................................................
        Gerald Greenwald,                                    R.E. Turner,
        Director                                             Director
 
        /s/ CARLA A. HILLS                                   /s/ FRANCIS T. VINCENT
        ...................................................  ...................................................
        Carla A. Hills,                                      Francis T. Vincent, Jr.,
        Director                                             Director
 
        /s/ REUBEN MARK
        ...................................................
        Reuben Mark,
        Director

 
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