1


                                                                    EXHIBIT 24.2



STATE OF TEXAS    )
COUNTY OF DALLAS  )

                                POWER OF ATTORNEY

   Know all men by these presents, that I, TILMAN J. FALGOUT, III, a Director of
CROWN GROUP, INC., a Texas corporation, do constitute and appoint MARK D.
SLUSSER and EDWARD R. McMURPHY my true and lawful attorneys-in-fact, with full
power of substitution, for me in any and all capacities, to sign, pursuant to
the requirements of the Securities and Exchange Act of 1934, the Annual Report
on Form 10-K for CROWN GROUP, INC. for the fiscal year ended April 30, 2001 and
to file the same with the Securities and Exchange Commission and National
Association of Securities Dealers, Inc., together with all exhibits thereto and
other documents in connection therewith, and to sign on my behalf and in my
stead, in any and all capacities, any amendments to said Annual Report,
incorporating such changes as said attorneys-in-fact deem appropriate, hereby
ratifying and confirming all that said attorneys-in-fact, or their substitute or
substitutes may do or cause to be done by virtue hereof.

   In witness whereof, I have hereunto set my hand and seal this 3rd day of
August, 2001.



                                                 /s/ Tilman J. Falgout, III
                                                 ------------------------------
                                                 TILMAN J. FALGOUT, III




                                 ACKNOWLEDGMENT

   Before me this 3rd day of August, 2001, came TILMAN J. FALGOUT, III,
personally known to me, who in my presence did sign and seal the above and
foregoing Power of Attorney and acknowledged the same as his true act and deed.



                                                 /s/ Stacy Meeusen
                                                 ------------------------------
                                                 NOTARY PUBLIC