EXHIBIT 24.2


                                 CUMMINS, INC.
                            SECRETARY'S CERTIFICATE

     I, Marya M. Rose, Secretary of Cummins, 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
special meeting held on May 15, 2002, they have not been altered, amended or
rescinded, and are in full force and effect as of the date of this
certificate:

     RESOLVED, that this Board of Directors deems it advisable and in the best
interest of the Corporation to authorize, and hereby does authorize, the
filing of a new shelf registration statement (the "New Registration
Statement") with the Securities and Exchange Commission (the "SEC") in
connection with the offering from time to time of the following securities:
(i) debt securities ("Debt Securities"), (ii) shares of preferred stock
("Preferred Stock") in one or more series, (iii) shares of preference stock
("Preference Stock") in one or more series, (iv) shares of common stock
("Common Stock"), (v) common stock forward purchase agreements ("Stock Forward
Purchase Agreements"), (vi) stock purchase units (the "Stock Purchase Units"),
(vii) common securities and preferred securities of a business trust created
and sponsored by the Corporation ("Trust Securities"), (viii) guarantees by
the Corporation in connection with distributions with respect to Trust
Securities ("Guarantees"), (ix) depositary shares representing fractional
interests in Preferred Stock or Preference Stock ("Depositary Shares") and (x)
Warrants to purchase Debt Securities, Preferred Stock, Preference Stock or
Common Stock ("Warrants" and, together with the Debt Securities, Preferred
Stock, Preference Stock, Common Stock, Stock Forward Purchase Agreements,
Stock Purchase Units, Trust Securities, Guarantees and Depositary Shares, the
"Securities"), at an aggregate initial offering price not to exceed
$750,000,000, at prices and on terms to be determined at the time of sale and
approved by the Committee (as defined below) in the manner contemplated by
these resolutions; and be it further

     RESOLVED, that the Chairman of the Board and Chief Executive Officer, the
Vice President and Chief Financial Officer, the Vice President - Treasurer and
the Vice President - General Counsel and Secretary (collectively, the
"Officers") of the Corporation be, and each of them hereby is individually,
authorized to execute the New 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).

     IN WITNESS WHEREOF, I have hereunto signed my name and caused the seal of
the Corporation to be affixed as of the 15th day of May, 2002.

                                       /s/  Marya M. Rose
                                 ----------------------------------
                                            Marya M. Rose
                                              Secretary
(Seal)