POWER OF ATTORNEY


     KNOW  ALL  MEN BY  THESE  PRESENTS,  that I,  the  undersigned,  do  hereby
constitute  and  appoint  Susan S.  Keith,  Margaret  E.  Carriere  and Bruce A.
Metzinger, or any of them acting alone, my true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution,  to prepare and sign
for me, and in my name, place and stead, in any and all capacities,  any and all
reports  as may  from  time to time  be  required  under  Section  16(a)  of the
Securities  Exchange Act of 1934,  as amended,  and the rules,  regulations  and
requirements of the Securities and Exchange  Commission in respect thereof,  and
to file the same with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing  requisite and necessary to be done (with full power to each
of them to act alone),  as fully and to all  intents and  purposes as I might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact and agents or any of them, or their substitutes,  may lawfully
do or cause to be done by virtue hereof.
     This Power of Attorney  shall remain in full force and effect until revoked
by me in writing.
     IN WITNESS WHEREOF, I hereto set my hand this 21st day of May, 2002.



                                                     /s/ Robert L. Crandall
                                                     ----------------------
                                                     Robert L. Crandall



                                POWER OF ATTORNEY


     KNOW  ALL  MEN BY  THESE  PRESENTS,  that I,  the  undersigned,  do  hereby
constitute  and  appoint  Susan S.  Keith,  Margaret  E.  Carriere  and Bruce A.
Metzinger, or any of them acting alone, my true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution,  to prepare and sign
for me, and in my name, place and stead, in any and all capacities,  any and all
reports  as may  from  time to time  be  required  under  Section  16(a)  of the
Securities  Exchange Act of 1934,  as amended,  and the rules,  regulations  and
requirements of the Securities and Exchange  Commission in respect thereof,  and
to file the same with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing  requisite and necessary to be done (with full power to each
of them to act alone),  as fully and to all  intents and  purposes as I might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact and agents or any of them, or their substitutes,  may lawfully
do or cause to be done by virtue hereof.
     This Power of Attorney  shall remain in full force and effect until revoked
by me in writing.
     IN WITNESS WHEREOF, I hereto set my hand this 24th day of May, 2002.



                                                     /s/ Kenneth T. Derr
                                                     -------------------
                                                     Kenneth T. Derr



                                POWER OF ATTORNEY


     KNOW  ALL  MEN BY  THESE  PRESENTS,  that I,  the  undersigned,  do  hereby
constitute  and  appoint  Susan S.  Keith,  Margaret  E.  Carriere  and Bruce A.
Metzinger, or any of them acting alone, my true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution,  to prepare and sign
for me, and in my name, place and stead, in any and all capacities,  any and all
reports  as may  from  time to time  be  required  under  Section  16(a)  of the
Securities  Exchange Act of 1934,  as amended,  and the rules,  regulations  and
requirements of the Securities and Exchange  Commission in respect thereof,  and
to file the same with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing  requisite and necessary to be done (with full power to each
of them to act alone),  as fully and to all  intents and  purposes as I might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact and agents or any of them, or their substitutes,  may lawfully
do or cause to be done by virtue hereof.
     This Power of Attorney  shall remain in full force and effect until revoked
by me in writing.
     IN WITNESS WHEREOF, I hereto set my hand this 24th day of May, 2002.



                                                     /s/ Charles J. DiBona
                                                     ---------------------
                                                     Charles J. DiBona



                                POWER OF ATTORNEY


     KNOW  ALL  MEN BY  THESE  PRESENTS,  that I,  the  undersigned,  do  hereby
constitute  and  appoint  Susan S.  Keith,  Margaret  E.  Carriere  and Bruce A.
Metzinger, or any of them acting alone, my true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution,  to prepare and sign
for me, and in my name, place and stead, in any and all capacities,  any and all
reports  as may  from  time to time  be  required  under  Section  16(a)  of the
Securities  Exchange Act of 1934,  as amended,  and the rules,  regulations  and
requirements of the Securities and Exchange  Commission in respect thereof,  and
to file the same with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing  requisite and necessary to be done (with full power to each
of them to act alone),  as fully and to all  intents and  purposes as I might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact and agents or any of them, or their substitutes,  may lawfully
do or cause to be done by virtue hereof.
     This Power of Attorney  shall remain in full force and effect until revoked
by me in writing.
     IN WITNESS WHEREOF, I hereto set my hand this 2nd day of May, 2002.



                                             /s/ Lawrence S. Eagleburger
                                             ---------------------------
                                             Lawrence S. Eagleburger



                                POWER OF ATTORNEY


     KNOW  ALL  MEN BY  THESE  PRESENTS,  that I,  the  undersigned,  do  hereby
constitute  and  appoint  Susan S.  Keith,  Margaret  E.  Carriere  and Bruce A.
Metzinger, or any of them acting alone, my true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution,  to prepare and sign
for me, and in my name, place and stead, in any and all capacities,  any and all
reports  as may  from  time to time  be  required  under  Section  16(a)  of the
Securities  Exchange Act of 1934,  as amended,  and the rules,  regulations  and
requirements of the Securities and Exchange  Commission in respect thereof,  and
to file the same with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing  requisite and necessary to be done (with full power to each
of them to act alone),  as fully and to all  intents and  purposes as I might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact and agents or any of them, or their substitutes,  may lawfully
do or cause to be done by virtue hereof.
     This Power of Attorney  shall remain in full force and effect until revoked
by me in writing.
     IN WITNESS WHEREOF, I hereto set my hand this 23rd day of May, 2002.



                                                     /s/ W. R. Howell
                                                     ----------------
                                                     W. R. Howell



                                POWER OF ATTORNEY


     KNOW  ALL  MEN BY  THESE  PRESENTS,  that I,  the  undersigned,  do  hereby
constitute  and  appoint  Susan S.  Keith,  Margaret  E.  Carriere  and Bruce A.
Metzinger, or any of them acting alone, my true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution,  to prepare and sign
for me, and in my name, place and stead, in any and all capacities,  any and all
reports  as may  from  time to time  be  required  under  Section  16(a)  of the
Securities  Exchange Act of 1934,  as amended,  and the rules,  regulations  and
requirements of the Securities and Exchange  Commission in respect thereof,  and
to file the same with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing  requisite and necessary to be done (with full power to each
of them to act alone),  as fully and to all  intents and  purposes as I might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact and agents or any of them, or their substitutes,  may lawfully
do or cause to be done by virtue hereof.
     This Power of Attorney  shall remain in full force and effect until revoked
by me in writing.
     IN WITNESS WHEREOF, I hereto set my hand this 28th day of May, 2002.



                                                     /s/ Ray L. Hunt
                                                     ---------------
                                                     Ray L. Hunt



                                POWER OF ATTORNEY


     KNOW  ALL  MEN BY  THESE  PRESENTS,  that I,  the  undersigned,  do  hereby
constitute  and  appoint  Susan S.  Keith,  Margaret  E.  Carriere  and Bruce A.
Metzinger, or any of them acting alone, my true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution,  to prepare and sign
for me, and in my name, place and stead, in any and all capacities,  any and all
reports  as may  from  time to time  be  required  under  Section  16(a)  of the
Securities  Exchange Act of 1934,  as amended,  and the rules,  regulations  and
requirements of the Securities and Exchange  Commission in respect thereof,  and
to file the same with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing  requisite and necessary to be done (with full power to each
of them to act alone),  as fully and to all  intents and  purposes as I might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact and agents or any of them, or their substitutes,  may lawfully
do or cause to be done by virtue hereof.
     This Power of Attorney  shall remain in full force and effect until revoked
by me in writing.
     IN WITNESS WHEREOF, I hereto set my hand this 23rd day of May, 2002.



                                                     /s/ David J. Lesar
                                                     ------------------
                                                     David J. Lesar



                                POWER OF ATTORNEY


     KNOW  ALL  MEN BY  THESE  PRESENTS,  that I,  the  undersigned,  do  hereby
constitute  and  appoint  Susan S.  Keith,  Margaret  E.  Carriere  and Bruce A.
Metzinger, or any of them acting alone, my true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution,  to prepare and sign
for me, and in my name, place and stead, in any and all capacities,  any and all
reports  as may  from  time to time  be  required  under  Section  16(a)  of the
Securities  Exchange Act of 1934,  as amended,  and the rules,  regulations  and
requirements of the Securities and Exchange  Commission in respect thereof,  and
to file the same with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing  requisite and necessary to be done (with full power to each
of them to act alone),  as fully and to all  intents and  purposes as I might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact and agents or any of them, or their substitutes,  may lawfully
do or cause to be done by virtue hereof.
     This Power of Attorney  shall remain in full force and effect until revoked
by me in writing.
     IN WITNESS WHEREOF, I hereto set my hand this 20th day of May, 2002.



                                                     /s/ Aylwin B. Lewis
                                                     -------------------
                                                     Aylwin B. Lewis



                                POWER OF ATTORNEY


     KNOW  ALL  MEN BY  THESE  PRESENTS,  that I,  the  undersigned,  do  hereby
constitute  and  appoint  Susan S.  Keith,  Margaret  E.  Carriere  and Bruce A.
Metzinger, or any of them acting alone, my true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution,  to prepare and sign
for me, and in my name, place and stead, in any and all capacities,  any and all
reports  as may  from  time to time  be  required  under  Section  16(a)  of the
Securities  Exchange Act of 1934,  as amended,  and the rules,  regulations  and
requirements of the Securities and Exchange  Commission in respect thereof,  and
to file the same with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing  requisite and necessary to be done (with full power to each
of them to act alone),  as fully and to all  intents and  purposes as I might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact and agents or any of them, or their substitutes,  may lawfully
do or cause to be done by virtue hereof.
     This Power of Attorney  shall remain in full force and effect until revoked
by me in writing.
     IN WITNESS WHEREOF, I hereto set my hand this 21st day of May, 2002.



                                                     /s/ J. Landis Martin
                                                     --------------------
                                                     J. Landis Martin



                                POWER OF ATTORNEY


     KNOW  ALL  MEN BY  THESE  PRESENTS,  that I,  the  undersigned,  do  hereby
constitute  and  appoint  Susan S.  Keith,  Margaret  E.  Carriere  and Bruce A.
Metzinger, or any of them acting alone, my true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution,  to prepare and sign
for me, and in my name, place and stead, in any and all capacities,  any and all
reports  as may  from  time to time  be  required  under  Section  16(a)  of the
Securities  Exchange Act of 1934,  as amended,  and the rules,  regulations  and
requirements of the Securities and Exchange  Commission in respect thereof,  and
to file the same with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing  requisite and necessary to be done (with full power to each
of them to act alone),  as fully and to all  intents and  purposes as I might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact and agents or any of them, or their substitutes,  may lawfully
do or cause to be done by virtue hereof.
     This Power of Attorney  shall remain in full force and effect until revoked
by me in writing.
     IN WITNESS WHEREOF, I hereto set my hand this 22nd day of May, 2002.



                                                     /s/ Jay A. Precourt
                                                     -------------------
                                                     Jay A. Precourt



                                POWER OF ATTORNEY


     KNOW  ALL  MEN BY  THESE  PRESENTS,  that I,  the  undersigned,  do  hereby
constitute  and  appoint  Susan S.  Keith,  Margaret  E.  Carriere  and Bruce A.
Metzinger, or any of them acting alone, my true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution,  to prepare and sign
for me, and in my name, place and stead, in any and all capacities,  any and all
reports  as may  from  time to time  be  required  under  Section  16(a)  of the
Securities  Exchange Act of 1934,  as amended,  and the rules,  regulations  and
requirements of the Securities and Exchange  Commission in respect thereof,  and
to file the same with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing  requisite and necessary to be done (with full power to each
of them to act alone),  as fully and to all  intents and  purposes as I might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact and agents or any of them, or their substitutes,  may lawfully
do or cause to be done by virtue hereof.
     This Power of Attorney  shall remain in full force and effect until revoked
by me in writing.
     IN WITNESS WHEREOF, I hereto set my hand this 28th day of May, 2002.



                                                     /s/ Debra L. Reed
                                                     -----------------
                                                     Debra L. Reed



                                POWER OF ATTORNEY


     KNOW  ALL  MEN BY  THESE  PRESENTS,  that I,  the  undersigned,  do  hereby
constitute  and  appoint  Susan S.  Keith,  Margaret  E.  Carriere  and Bruce A.
Metzinger, or any of them acting alone, my true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution,  to prepare and sign
for me, and in my name, place and stead, in any and all capacities,  any and all
reports  as may  from  time to time  be  required  under  Section  16(a)  of the
Securities  Exchange Act of 1934,  as amended,  and the rules,  regulations  and
requirements of the Securities and Exchange  Commission in respect thereof,  and
to file the same with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing  requisite and necessary to be done (with full power to each
of them to act alone),  as fully and to all  intents and  purposes as I might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact and agents or any of them, or their substitutes,  may lawfully
do or cause to be done by virtue hereof.
     This Power of Attorney  shall remain in full force and effect until revoked
by me in writing.
     IN WITNESS WHEREOF, I hereto set my hand this 22nd day of May, 2002.



                                                     /s/ C. J. Silas
                                                     ---------------
                                                     C. J. Silas