Exhibit 24.2

                                POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENT, that each of the undersigned
directors and/or officers of Teva Pharmaceuticals Finance Ireland Limited (the
"Company"), a limited liability company organized under the laws of Ireland,
hereby constitutes and appoints Theodorus Jacobus Andriessen and William A.
Fletcher, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign, execute and deliver a
registration statement filed on Form F-3 relating to the offering by the Company
and/or certain of its affiliates of ordinary shares, American Depositary Shares,
American Depositary Receipts, debentures, purchase contracts, warrants,
guarantees and/or other securities of the Company and/or such affiliates, and
any and all amendments (including post-effective amendments) thereto, and to
sign any registration statement for the same offering covered by such
registration statement that is to be effective upon filing pursuant to Rule 462
promulgated under the U.S. Securities Act of 1933, as amended, and all
post-effective amendments thereto, and to file the same, with all exhibits
thereto and all documents in connection therewith, with the U.S. Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
his, her or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

Name                                Title(s)                       Date
------------------------  ------------------------------  ----------------------


/s/ Amos Anatot
------------------------            Director              December 12, 2003
Amos Anatot


/s/ Donal Roch
------------------------            Director              December 12, 2003
Donal Roch