EXHIBIT 24.2
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of TIME WARNER COMPANIES, 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 guarantees of up to $1 billion aggregate initial offering
price of one or more of the following (i) debt securities issued by Time Warner
Inc., a Delaware corporation and parent of the Corporation ('TWI'), (ii)
securities of TWI convertible into shares of Common Stock, par value $.01 per
share ('Common Stock'), of TWI, (iii) rights or warrants to acquire any such
debt or Common Stock and (iv) other securities of TWI, in any combination
thereof, 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 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 12th day of January, 1998.
 

                                                     
 (i) Principal Executive Officer:
              /s/  GERALD M. LEVIN
     .................................................
                   GERALD M. LEVIN,
         CHAIRMAN AND CHIEF EXECUTIVE OFFICER
 
 (ii) Principal Financial Officer:
              /s/  RICHARD J. BRESSLER
     .................................................
                 RICHARD J. BRESSLER,
         DIRECTOR, 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/ PETER R. HAJE                                 /s/ RICHARD D. PARSONS
 .....................................................  ......................................................
                    PETER R. HAJE,                                       RICHARD D. PARSONS,
                       DIRECTOR                                                DIRECTOR