Exhibit 24.1

                        SUN INTERNATIONAL HOTELS LIMITED

                                POWER OF ATTORNEY

      The undersigned directors and/or officers, or both, of Sun International
Hotels Limited, a corporation organized and existing under the laws of the
Commonwealth of The Bahamas ("Sun International"), which is about to file with
the Securities and Exchange Commission, Washington, D.C., under the provisions
of the Securities Act of 1933, as amended, a Registration Statement, hereby
constitute and appoint Charles D. Adamo, Howard B. Kerzner, John Allison and
Kevin DeSanctis alone or acting together, their true and lawful
attorneys-in-fact and agents, and each of them, with full power to act without
the others, their true and lawful attorneys-in-fact and agent, for them and in
their names, place and stead, in any and all capacities, to sign said
Registration Statement, and any and all amendments thereto (including any
post-effective amendments), with power where appropriate to affix the corporate
seal of Sun International thereto and to attest said seal, and to file said
Registration Statement and such amendments, with all exhibits thereto, and any
and all other 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 they might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, may
pursuant to the requirements of the Securities Act of 1933, lawfully do or cause
to be done by virtue hereof.

      IN WITNESS WHEREOF, the undersigned have duly signed this Power of
Attorney in the capacities and on the dates indicated.


         Name                   Title
         ----                   -----

  /s/ Solomon Kerzner           Chairman of the Board of Directors and Chief
- ------------------------------  Executive Officer (Principal Executive Officer)
    Solomon Kerzner           

   /s/ Derek Hawton             Director
- ------------------------------  
     Derek Hawton               

   /s/ Peter Buckley            Director
- ------------------------------  
     Peter Buckley              

   /s/ Howard Marks             Director
- ------------------------------  
     Howard Marks               

    /s/ Eric Siegel             Director
- ------------------------------  
      Eric Siegel               

   /s/ John Allison             Chief Financial Officer and Secretary (Principal
- ------------------------------  Financial and Accounting Officer and Authorized
     John Allison               Representative in the United States)


Date: November 25, 1997