Exhibit 24.5

                               POWER OF ATTORNEY


     WHEREAS, Equistar Chemicals, LP, a Delaware limited partnership (the
"Partnership"), together with Equistar Funding Corporation, a Delaware
corporation, 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 $700,000,000 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 Board of Directors of Millennium Petrochemicals Inc. (the "Board") and/or
as the Principal Executive Officer or Principal Accounting and Principal
Financial Officer of Millennium Petrochemicals Inc., does hereby appoint Gerald
A. O'Brien and Robert T. Blakely, 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
Board and/or as the Principal Executive Officer or Principal Accounting and
Principal Financial Officer of Millennium Petrochemicals Inc., 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 21st day of September, 2001.


   /s/ WILLIAM M. LANDUYT                   /s/ TIMOTHY E. DOWDLE
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Name:  William M. Landuyt                Name:  Timothy E. Dowdle
Title: Director, President and           Title: Director
       Principal Executive Officer


   /s/ DAVID L. VERCOLLONE                  /s/ JOHN E. LUSHEFSKI
---------------------------------------  ---------------------------------------
Name:  David L. Vercollone               Name:  John E. Lushefski
Title: Director                          Title: Senior Vice President and
                                                Principal Accounting and
                                                Principal Financial Officer