EXHIBIT 24.3


                               POWER OF ATTORNEY

     WHEREAS, Lyondell Petrochemical G.P. Inc., a Delaware corporation (the
"General Partner"), is a general partner of Equistar Chemicals, LP, a Delaware
limited partnership (the "Partnership"); and

     WHEREAS, the Partnership 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 General Partner, does
hereby appoint Dan F. Smith, Jeffrey R. Pendergraft and T. Kevin DeNicola, 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 General Partner, 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.



                                   /s/ Dan F. Smith
                                   -------------------------------------  
                                   Name:  Dan F. Smith
                                   Title: President, Chief Executive Officer
                                          and Director


                                   /s/ Jeffrey R. Pendergraft
                                   -------------------------------------
                                   Name:  Jeffrey R. Pendergraft
                                   Title: Executive Vice President
                                          and Director


                                   /s/ T. Kevin DeNicola
                                   -------------------------------------  
                                   Name:  T. Kevin DeNicola              
                                   Title: Executive Vice President
                                          and Director