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 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 one or more 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 $2.6 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 23rd day of July, 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, EXECUTIVE 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