EXHIBIT 24.2
 
                               POWER OF ATTORNEY

     WHEREAS, Equistar Funding Corporation, a Delaware corporation (the
"Company") intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-4, including a prospectus, with such amendment
or amendments thereto, whether pre-effective or post-effective, in each case as
may be necessary or appropriate, together with any and all exhibits and other
documents having relation to said Registration Statement (collectively, the
"Registration Statement"), in connection with the Partnership's proposal to
offer to exchange up to $900,000 aggregate principal amount of notes registered
under the Act for a like aggregate principal amount of outstanding notes;

     NOW, THEREFORE, each of the undersigned, in his or her capacity as a
director or officer, or both, as the case may be, of the Company, does hereby
appoint Kelvin R. Collard and Gerald A. O'Brien, and each of them, each of whom
may act without the joinder of the others, as his or her true and lawful
attorneys-in-fact and agents with power to act and with full power of
substitution and resubstitution, to execute in his or her name, place and stead,
in his or her capacity as a director or officer or both, as the case may be, of
the Company, the Registration Statement, and all instruments necessary or
incidental in connection therewith, with such amendment or amendments thereto in
each case as said attorneys-in-fact and agents or any of them shall deem
necessary or appropriate, together with any and all exhibits and other documents
relating thereto as said attorneys-in-fact and agents or any of them shall deem
necessary or appropriate or incidental in connection therewith, and to file the
same or cause the same to be filed with the Commission. Said attorneys-in-fact
and agents shall have full power and authority to do and perform in the name and
on behalf of each of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done to the premises, as fully and to
all intents and purposes as each of the undersigned might or could do in person,
each of the undersigned hereby ratifying and approving the acts of said
attorneys-in-fact and agents or any of them or their substitutes.

     IN WITNESS WHEREOF, each of the undersigned has executed this instrument on
this 9th day of April, 1999.

               Name
               ---- 

 /s/ Dan F. Smith
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     Dan F. Smith
     Chief Executive Officer and Director
                                         
 /s/ Kelvin R. Collard
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     Kelvin R. Collard
     Vice President and Controller and Director
                                         
 /s/ Eugene R. Allspach            
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     Eugene R. Allspach            
     President and Chief Operating Officer 
     and Director