EXHIBIT 24.6


                               POWER OF ATTORNEY

     WHEREAS, Equistar Chemicals, LP, a Delaware limited partnership (the
"Partnership") has filed 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 (Reg. No. 333-76473), 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 member
of the Partnership Governance Committee of the Partnership (the "Committee"),
does hereby appoint Gerald A. O'Brien and Kelvin R. Collard, 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 member of the Committee, as the case may be, of the
Partnership, 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 June, 1999.


/s/ Dan F. Smith                         /s/ William M. Landuyt
- ---------------------------------------  ---------------------------------------
Name:  Dan F. Smith                      Name:  William M. Landuyt
Title: Co-Chairman                       Title: Co-Chairman
       Partnership Governance Committee         Partnership Governance Committee

/s/ Jeffrey R. Pendergraft               /s/ John E. Lushefski
- ---------------------------------------  ---------------------------------------
Name:  Jeffrey R. Pendergraft            Name:  John E. Lushefski
Title: Member                            Title: Member
       Partnership Governance Committee         Partnership Governance Committee




/s/ T. Kevin DeNicola                    /s/ George Robbins
- ---------------------------------------  ---------------------------------------
Name:  T. Kevin DeNicola                 Name:  George Robbins
Title: Member                            Title: Member
       Partnership Governance Committee         Partnership Governance Committee


/s/ Dr. Ray R. Irani                     /s/ Stephen I. Chazen
- ---------------------------------------  ---------------------------------------
Name:  Dr. Ray R. Irani                  Name:  Stephen I. Chazen
Title: Co-Chairman                       Title: Member
       Partnership Governance Committee         Partnership Governance Committee



- ---------------------------------------
Name:  J. Roger Hirl
Title: Member
       Partnership Governance Committee