Exhibit 24

                           LYONDELL CHEMICAL COMPANY

                               POWER OF ATTORNEY
                               -----------------

  Each person whose signature appears below hereby constitutes and appoints Dan
F. Smith, Jeffrey R. Pendergraft, Robert T. Blakely, Kelvin Collard, and Gerald
A. O'Brien and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, in connection
with any outstanding securities of Lyondell Chemical Company (the "Company"), or
any public offering or other issuance of any securities of the Company
authorized by the Board of Directors of the Company, or by the Executive
Committee thereof pursuant to due authorization by such Board, (1) to execute
and file, or cause to be filed, with the United States Securities and Exchange
Commission (the "Commission"), (A) registration statements and any and all
amendments (including post-effective amendments), and exhibits thereto and any
and all other documents in connection therewith as required by the Commission in
connection with such registration under the Securities Act of 1933, as amended,
and (B) any report or other document required to be filed by the Company with
the Commission pursuant to the Securities Exchange Act of 1934, as amended, (2)
to execute and file, or cause to be filed, any application for registration or
exemption therefrom, any report or any other document required to be filed by
the Company under the Blue Sky or securities law of any state and to furnish any
other information required in connection therewith, (3) to execute and file, or
cause to be filed, any application for registration or exemption therefrom under
the securities laws of any jurisdiction outside the United States of America,
including any reports or other documents required to be filed subsequent to the
issuance of such securities, and (4) to execute and file, or cause to be filed,
any application for listing such securities on the New York Stock Exchange, or
any other securities exchange in any other jurisdiction where any such
securities are proposed to be sold, granting to such attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act required to be


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done as he might or could do in person, hereby ratifying and confirming all that
such attorneys-in-fact and agents, and each of them, may lawfully do or cause to
be done by virtue of this power of attorney. Each person whose signature appears
below may at any time revoke this power of attorney as to himself or herself
only by an instrument in writing specifying that this power of attorney is
revoked as to him or her as of the date of execution of such instrument or at a
subsequent specified date. This power of attorney shall be revoked automatically
with respect to any person whose signature appears below effective on the date
he or she ceases to be a member of the Board of Directors or an officer of the
Company. Any revocation hereof shall not void or otherwise affect any acts
performed by any attorney-in-fact and agent named herein pursuant to this power
of attorney prior to the effective date of such revocation.

Dated:  March 2, 2000

         Signature                                    Title
         ---------                                    -----

DAN F. SMITH                     President, Chief Executive Officer and Director
- ---------------------------
Dan F. Smith


JEFFREY R. PENDERGRAFT                     Executive Vice President and
- ---------------------------                Chief Administrative Officer
Jeffrey R. Pendergraft


ROBERT T. BLAKELY                          Executive Vice President and
- ---------------------------                   Chief Financial Officer
Robert T. Blakely


KELVIN R. COLLARD                          Vice President and Controller
- ---------------------------
Kelvin R. Collard


GERALD A. O'BRIEN                Vice President, Deputy General Counsel and
- ---------------------------                      Secretary
Gerald A. O'Brien


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         Signature                             Title
         ---------                             -----


WILLIAM T. BUTLER                      Chairman and Director
- -----------------------------
Dr. William T. Butler


CAROL A. ANDERSON                              Director
- -----------------------------
Carol A. Anderson


TRAVIS ENGEN                                   Director
- -----------------------------
Travis Engen


STEPHEN F. HINCHLIFFE, JR.                     Director
- -----------------------------
Stephen F. Hinchliffe, Jr.


DUDLEY C. MECUM                                Director
- -----------------------------
Dudley C. Mecum II


FRANK SAVAGE                                   Director
- -----------------------------
Frank Savage


PAUL R. STALEY                                 Director
- -----------------------------
Paul R. Staley