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                                  EXHIBIT 24.2

STATE OF TEXAS                    )
                                  )
COUNTY OF DALLAS                  )

                               POWER OF ATTORNEY

Know all men by these presents that I, T.J. FALGOUT, III, a Director of CROWN
CASINO CORPORATION, a Texas corporation, do constitute and appoint EDWARD R.
MCMURPHY and MARK D. SLUSSER, jointly and severally, my true and lawful
attorneys-in-fact, each 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 CASINO
CORPORATION, for the fiscal year ended April 30, 1996, and to file the same
with the Securities and Exchange Commission and the 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 any of the said attorneys-in-fact deems appropriate, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue thereof.

In witness whereof, I have hereunto set my hand and seal this _____ day of
July, 1996.

                                        --------------------------------------
                                        T.J. FALGOUT, III


                                ACKNOWLEDGEMENT

Before me this ____ day of July, 1996, came T.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.


                                        --------------------------------------
                                        Notary Public, State of Texas