EXHIBIT 24.2

                               POWER OF ATTORNEY




                                POWER OF ATTORNEY

         I, the undersigned member of the Directors of PHL Variable Insurance
Company, do hereby constitute and appoint each of Simon Y. Tan, Dona D. Young,
and Philip R. McLoughlin as my true and lawful attorneys and agents, and with
full power to act without the others, are hereby authorized, empowered and
directed to take all action necessary, on behalf of PHL Variable Insurance
Company, in order to comply with the Securities Act of 1933, the Investment
Company Act of 1940 and any other applicable Federal laws, including the filing
of registration statements, any amendments to registration statements, any
undertakings, any applications for exemptions from the Investment Company Act of
1940 relating to securities issued or sold by PHL Variable Insurance Company or
any of its separate accounts, and any or all amendments to the foregoing as such
attorneys and agents shall deem necessary or appropriate. The undersigned
hereby ratifies and confirms my signature as it may be signed by said attorneys
and agents.

         I hereby declare that a photostatic, xerographic or other similar copy
of this original instrument shall be as effective as the original.

         I hereby further revoke any and all powers of attorney previously given
by myself with respect to the above named company, provided that this revocation
shall not affect the exercise of such powers prior to the date hereof.

         WITNESS my hand and seal on the date set forth below.

Date:    May 16, 2000



/s/ Carl T. Chadburn
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Carl T. Chadburn, Director