<PAGE>
Exhibit 24.2
POWER OF ATTORNEY
I, Herbert D. Simons, hereby authorize and appoint Louis G. Baldwin as my
attorney-in-fact to sign on my behalf individually and in my capacity as a
Director of Cross Timbers Oil Company all amendments and post-effective
amendments to Registration Statement No. 333-56983, and any related
registration statement filed pursuant to Rule 462(b) under the Securities Act
of 1933 and all amendments and post-effective amendments thereto, as such
attorney-in-fact may deem necessary or appropriate.
Dated October 5, 2000
/s/ HERBERT D. SIMONS
---------------------------------
Herbert D. Simons
