Exhibit 24.2

                      SUN INTERNATIONAL NORTH AMERICA, INC.

                                POWER OF ATTORNEY

      The undersigned directors and/or officers, or both, of Sun International
North America, Inc., a Delaware corporation ("SINA"), 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 SINA 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/ Howard Kerzner      Chairman of the Board of Directors and Chief
- ------------------------   Executive Officer (Principal Executive Officer)
     Howard Kerzner     

   /s/ Kevin DeSanctis     Director (Principal Financial and Accounting Officer)
- ------------------------   
     Kevin DeSanctis       

  /s/ Charles D. Adamo     Director
- ------------------------   
    Charles D. Adamo


Date: November 25, 1997