EXHIBIT 24.2

                                  POWER OF ATTORNEY

     Know by all these presents, that the undersigned hereby constitutes and
appoints Brian Cook and Rod Rice, or either of them, the undersigned's true and
lawful attorney-in-fact to:

     (1)   Execute for and on behalf of the undersigned, in the undersigned's
           capacity as a director of Direct Focus, Inc. (the "Company"), a
           registration statement on Form S-8, registering the sale of up to
           1,250,000 shares of the Company's common stock issuable upon the
           exercise of options granted and to be granted under the Company's
           Stock Option Plan.

     (2)   Do and perform any and all acts for and on behalf of the undersigned
           which may be necessary or desirable to complete and execute any such
           registration statement on Form S-8 and timely file such registration
           statement with the United States Securities and Exchange Commission
           and any stock exchange or similar authority; and

     (3)   Take any other action of any type whatsoever in connection with the
           foregoing which, in the opinion of such attorney-in-fact, may be of
           benefit to, in the best interest of, or legally required by, the
           undersigned, it being understood that the documents executed by such
           attorney-in-fact on behalf of the undersigned pursuant to this Power
           of Attorney shall be in such form and shall contain such terms and
           conditions as such attorney-in-fact may approve in such
           attorney-in-fact's discretion.

     The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.

     This Power of Attorney shall remain in full force and effect until revoked
by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 21th day of May, 1999.


                                        /s/ C. Reed Brown
                                        ----------------------------------------
                                        C. Reed Brown