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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
GROUP, INC., a Texas corporation, do constitute and appoint EDWARD R. MCMURPHY
and MARK D. SLUSSER, my true and lawful attorney-in-fact, with full power of
substitution, for me in any and all capacities, to sign, pursuant to the
requirements of the Securities Exchange Act of 1934, the Annual Report on Form
10-K for CROWN GROUP, INC., for the fiscal year ended April 30, 1998, and to
file the same with the Securities and Exchange Commission and the National
Association of Security 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 attorney-in-fact deems appropriate, hereby
ratifying and confirming all that said attorney-in-fact, or his 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,
1998.


                                                    /s/ T. J. Falgout, III
                                                ------------------------------
                                                        T. J. FALGOUT, III




                                 ACKNOWLEDGEMENT


Before me this 3rd day of August, 1998, 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.


                                                    /s/ April May
                                                ------------------------------
                                                     NOTARY PUBLIC