EXHIBIT 24.2
 
                         CUMMINS ENGINE COMPANY, INC.
 
                            SECRETARY'S CERTIFICATE
 
  I, Mark R. Gerstle, Secretary of Cummins Engine Company, Inc. (the
"Corporation"), do hereby certify that the following resolutions are a true
and correct statement of resolutions adopted by the Board of Directors of the
Corporation at its regular meetings held on December 10, 1996 and December 9,
1997, respectively, they have not been altered, amended or rescinded, and are
in full force and effect as of the date of this certificate:
 
  RESOLVED, that the Chairman of the Board and Chief Executive Officer, the
President and Chief Operating Officer, the Vice President and Chief Financial
Officer, the Vice President--Treasurer and the Vice President--Law and
Corporate Affairs and Secretary (collectively, the "Officers") of the
Corporation be, and each of them hereby is individually, authorized to execute
the Registration Statement and any amendments (including further post-
effective amendments) thereto in the name and on behalf of, or as attorney
for, any Director, and any officer of the Corporation signing on behalf of the
Corporation, and to affix and attest its seal, on their own behalf or on
behalf of and as attorney for any Director or any officer of the Corporation
and any and all certificates, documents, letters and other instruments to be
filed with the SEC (or any other governmental agency) pertaining thereto, with
full power and authority to take any and all such action as may be necessary
or advisable in the premises, including without limitation appearing before
the SEC (or any other such governmental agency).
 
  FURTHER RESOLVED, that the officer of the Corporation holding the title of
Vice President and Chief Administrative Officer and Secretary shall also be
deemed one of the "Officers" for purposes of the December 10, 1996
resolutions.
 
  IN WITNESS WHEREOF, I have hereunto signed my name and caused the seal of
the Corporation to be affixed as of the 19th day of December, 1997.
 
                                                   /s/ Mark R. Gerstle
                                          -------------------------------------
                                                     Mark R. Gerstle
                                                        Secretary
 
(Seal)