Exhibit 24.2

                        POWER OF ATTORNEY


           BE IT KNOWN:  That the undersigned, in his capacity or
capacities  as  an  officer  and/or a  member  of  the  Board  of
Directors of Stratus Properties Inc., a Delaware corporation (the
"Company"), does hereby make, constitute and appoint  WILLIAM  H.
ARMSTRONG  III  and  KENNETH N. JONES, and each  of  them  acting
individually, his true and lawful attorney-in-fact with power  to
act  without  the others and with full power of substitution,  to
execute, deliver and file, for and on behalf of him, in his  name
and  in his capacity or capacities as aforesaid, an Annual Report
of the Company on Form 10-K for the year ended December 31, 2000,
and any amendment or amendments thereto and any other document in
support  thereof  or  supplemental thereto, and  the  undersigned
hereby grants to said attorneys, and each of them, full power and
authority  to  do  and  perform each  and  every  act  and  thing
whatsoever that said attorney or attorneys may deem necessary  or
advisable to carry out fully the intent of the foregoing  as  the
undersigned  might or could do personally or in the  capacity  or
capacities as aforesaid, hereby ratifying and confirming all acts
and things which said attorney or attorneys may do or cause to be
done by virtue of this Power of Attorney.

          EXECUTED this 7th day of February, 2001.



/s/ Robert L. Adair III
Robert L. Adair III


                        POWER OF ATTORNEY


           BE IT KNOWN:  That the undersigned, in his capacity or
capacities  as  an  officer  and/or a  member  of  the  Board  of
Directors of Stratus Properties Inc., a Delaware corporation (the
"Company"), does hereby make, constitute and appoint  KENNETH  N.
JONES,  his true and lawful attorney-in-fact with full  power  of
substitution, to execute, deliver and file, for and on behalf  of
him,  in his name and in his capacity or capacities as aforesaid,
an  Annual Report of the Company on Form 10-K for the year  ended
December  31, 2000, and any amendment or amendments  thereto  and
any  other  document in support thereof or supplemental  thereto,
and  the  undersigned hereby grants to said attorney, full  power
and  authority  to do and perform each and every  act  and  thing
whatsoever that said attorney may deem necessary or advisable  to
carry  out  fully the intent of the foregoing as the  undersigned
might or could do personally or in the capacity or capacities  as
aforesaid,  hereby ratifying and confirming all acts  and  things
which said attorney may do or cause to be done by virtue of  this
Power of Attorney.

          EXECUTED this 7th day of February, 2001.



  /s/ William H. Armstrong III
William H. Armstrong III


                        POWER OF ATTORNEY


           BE IT KNOWN:  That the undersigned, in his capacity or
capacities  as  an  officer  and/or a  member  of  the  Board  of
Directors of Stratus Properties Inc., a Delaware corporation (the
"Company"), does hereby make, constitute and appoint  WILLIAM  H.
ARMSTRONG  III  and  KENNETH N. JONES, and each  of  them  acting
individually, his true and lawful attorney-in-fact with power  to
act  without  the others and with full power of substitution,  to
execute, deliver and file, for and on behalf of him, in his  name
and  in his capacity or capacities as aforesaid, an Annual Report
of the Company on Form 10-K for the year ended December 31, 2000,
and any amendment or amendments thereto and any other document in
support  thereof  or  supplemental thereto, and  the  undersigned
hereby grants to said attorneys, and each of them, full power and
authority  to  do  and  perform each  and  every  act  and  thing
whatsoever that said attorney or attorneys may deem necessary  or
advisable to carry out fully the intent of the foregoing  as  the
undersigned  might or could do personally or in the  capacity  or
capacities as aforesaid, hereby ratifying and confirming all acts
and things which said attorney or attorneys may do or cause to be
done by virtue of this Power of Attorney.

          EXECUTED this 7th day of February, 2001.



   /s/ James C. Leslie
James C. Leslie




                        POWER OF ATTORNEY


BE IT KNOWN:  That the undersigned, in his capacity or capacities
as  an  officer  and/or  a member of the Board  of  Directors  of
Stratus  Properties Inc., a Delaware corporation (the "Company"),
does hereby make, constitute and appoint WILLIAM H. ARMSTRONG III
and  KENNETH N. JONES, and each of them acting individually,  his
true  and  lawful attorney-in-fact with power to act without  the
others  and with full power of substitution, to execute,  deliver
and  file,  for  and on behalf of him, in his  name  and  in  his
capacity  or  capacities as aforesaid, an Annual  Report  of  the
Company  on Form 10-K for the year ended December 31,  2000,  and
any  amendment  or amendments thereto and any other  document  in
support  thereof  or  supplemental thereto, and  the  undersigned
hereby grants to said attorneys, and each of them, full power and
authority  to  do  and  perform each  and  every  act  and  thing
whatsoever that said attorney or attorneys may deem necessary  or
advisable to carry out fully the intent of the foregoing  as  the
undersigned  might or could do personally or in the  capacity  or
capacities as aforesaid, hereby ratifying and confirming all acts
and things which said attorney or attorneys may do or cause to be
done by virtue of this Power of Attorney.

          EXECUTED this 13th day of February, 2001.



   /s/ Michael D. Madden
Michael D. Madden





                        POWER OF ATTORNEY


           BE IT KNOWN:  That the undersigned, in his capacity or
capacities  as  an  officer  and/or a  member  of  the  Board  of
Directors of Stratus Properties Inc., a Delaware corporation (the
"Company"), does hereby make, constitute and appoint  WILLIAM  H.
ARMSTRONG  III  and  KENNETH N. JONES, and each  of  them  acting
individually, his true and lawful attorney-in-fact with power  to
act  without  the others and with full power of substitution,  to
execute, deliver and file, for and on behalf of him, in his  name
and  in his capacity or capacities as aforesaid, an Annual Report
of the Company on Form 10-K for the year ended December 31, 2000,
and any amendment or amendments thereto and any other document in
support  thereof  or  supplemental thereto, and  the  undersigned
hereby grants to said attorneys, and each of them, full power and
authority  to  do  and  perform each  and  every  act  and  thing
whatsoever that said attorney or attorneys may deem necessary  or
advisable to carry out fully the intent of the foregoing  as  the
undersigned  might or could do personally or in the  capacity  or
capacities as aforesaid, hereby ratifying and confirming all acts
and things which said attorney or attorneys may do or cause to be
done by virtue of this Power of Attorney.

          EXECUTED this 7th day of February, 2001.



   /s/ C. Donald Whitmire, Jr.
C. Donald Whitmire, Jr.