EXHIBIT 24.2
1


                                POWER OF ATTORNEY

              KNOW ALL MEN BY THESE PRESENTS, that Bernie W. Stewart, whose
     signature appears below, constitutes and appoints CHRISTIAN G. VACCARI,
     TODD M. HORNBECK and JAMES O. HARP, and each one of them, his true and
     lawful attorney-in-fact and agent with full power of substitution and
     resubstitution for him and in his name, place and stead, in any and all
     capacities, to sign the Form S-4 Registration Statement to be filed on
     behalf of HORNBECK-LEEVAC Marine Services, Inc. with respect to the offer
     to exchange the 10 5/8% Series A Senior Notes due 2008 for 10 5/8% Series B
     Senior Notes due 2008 and any and all amendments (including post-effective
     amendments) thereto, and to file same, with all exhibits thereto and other
     documents in connection therewith, with the Securities and Exchange
     Commission, granting unto such attorneys-in-fact and agents, and each of
     them, full power and authority to do and perform each and every act and
     thing requisite and necessary to be done in and about the premises, as
     fully to all intents and purposes as he might or could do in person, hereby
     ratifying and confirming all that such attorneys-in-fact and agents or any
     of them, whether substitute or substitutes, may lawfully do or cause to be
     done by virtue hereof.


                                               /s/ BERNIE W. STEWART
                                               ---------------------------------
                                               Bernie W. Stewart


                                               November 21, 2001