POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     That I, Hans Michael Gaul, Director of MEMC Electronic Materials, Inc. (the
"Company"), a Delaware corporation, hereby constitute and appoint James M.
Stolze and Helene F. Hennelly, or either of them, my true and lawful attorney or
attorneys and agent or agents with full power of substitution and resubstitution
to sign in my name, place and stead the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999, and documents and exhibits in
connection therewith, and to file the same with the Securities and Exchange
Commission, each of said attorneys to have power to act with or without the
other, and to have full power and authority to do and perform, in my name and on
my behalf and on the name and behalf of the Company every act whatsoever which
said attorneys, or any of them, may deem necessary, appropriate or desirable to
be done in connection therewith as fully and to all intents and purposes as I
might or could do in person or the Company might or could do by a properly
authorized agent.

         Witness my hand this 28th day of March, 2000.


                                            /s/ Hans Michael Gaul
                                            ------------------------------------
                                            Hans Michael Gaul

                                     Page 1


                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     That I, Helmut Mamsch, Director of MEMC Electronic Materials, Inc. (the
"Company"), a Delaware corporation, hereby constitute and appoint James M.
Stolze and Helene F. Hennelly, or either of them, my true and lawful attorney or
attorneys and agent or agents with full power of substitution and resubstitution
to sign in my name, place and stead the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999, and documents and exhibits in
connection therewith, and to file the same with the Securities and Exchange
Commission, each of said attorneys to have power to act with or without the
other, and to have full power and authority to do and perform, in my name and on
my behalf and on the name and behalf of the Company every act whatsoever which
said attorneys, or any of them, may deem necessary, appropriate or desirable to
be done in connection therewith as fully and to all intents and purposes as I
might or could do in person or the Company might or could do by a properly
authorized agent.

         Witness my hand this 28th day of March, 2000.


                                            /s/ Helmut Mamsch
                                            ------------------------------------
                                            Helmut Mamsch

                                     Page 1


                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     That I, Willem D. Maris, Director of MEMC Electronic Materials, Inc. (the
"Company"), a Delaware corporation, hereby constitute and appoint James M.
Stolze and Helene F. Hennelly, or either of them, my true and lawful attorney or
attorneys and agent or agents with full power of substitution and resubstitution
to sign in my name, place and stead the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999, and documents and exhibits in
connection therewith, and to file the same with the Securities and Exchange
Commission, each of said attorneys to have power to act with or without the
other, and to have full power and authority to do and perform, in my name and on
my behalf and on the name and behalf of the Company every act whatsoever which
said attorneys, or any of them, may deem necessary, appropriate or desirable to
be done in connection therewith as fully and to all intents and purposes as I
might or could do in person or the Company might or could do by a properly
authorized agent.

         Witness my hand this 23rd day of March, 2000.


                                            /s/ Willem D. Maris
                                            ------------------------------------
                                            Willem D. Maris

                                     Page 1


                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     That I, Alfred Oberholz, Director of MEMC Electronic Materials, Inc. (the
"Company"), a Delaware corporation, hereby constitute and appoint James M.
Stolze and Helene F. Hennelly, or either of them, my true and lawful attorney or
attorneys and agent or agents with full power of substitution and resubstitution
to sign in my name, place and stead the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999, and documents and exhibits in
connection therewith, and to file the same with the Securities and Exchange
Commission, each of said attorneys to have power to act with or without the
other, and to have full power and authority to do and perform, in my name and on
my behalf and on the name and behalf of the Company every act whatsoever which
said attorneys, or any of them, may deem necessary, appropriate or desirable to
be done in connection therewith as fully and to all intents and purposes as I
might or could do in person or the Company might or could do by a properly
authorized agent.

         Witness my hand this 24th day of March, 2000.


                                            /s/ Alfred Oberholz
                                            ------------------------------------
                                            Alfred Oberholz

                                     Page 1


                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     That I, Paul T. O'Brien, Director of MEMC Electronic Materials, Inc. (the
"Company"), a Delaware corporation, hereby constitute and appoint James M.
Stolze and Helene F. Hennelly, or either of them, my true and lawful attorney or
attorneys and agent or agents with full power of substitution and resubstitution
to sign in my name, place and stead the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999, and documents and exhibits in
connection therewith, and to file the same with the Securities and Exchange
Commission, each of said attorneys to have power to act with or without the
other, and to have full power and authority to do and perform, in my name and on
my behalf and on the name and behalf of the Company every act whatsoever which
said attorneys, or any of them, may deem necessary, appropriate or desirable to
be done in connection therewith as fully and to all intents and purposes as I
might or could do in person or the Company might or could do by a properly
authorized agent.

         Witness my hand this 22nd day of March, 2000.


                                            /s/ Paul T. O'Brien
                                            ------------------------------------
                                            Paul T. O'Brien

                                     Page 1


                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     That I, Michael B. Smith, Director of MEMC Electronic Materials, Inc. (the
"Company"), a Delaware corporation, hereby constitute and appoint James M.
Stolze and Helene F. Hennelly, or either of them, my true and lawful attorney or
attorneys and agent or agents with full power of substitution and resubstitution
to sign in my name, place and stead the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999, and documents and exhibits in
connection therewith, and to file the same with the Securities and Exchange
Commission, each of said attorneys to have power to act with or without the
other, and to have full power and authority to do and perform, in my name and on
my behalf and on the name and behalf of the Company every act whatsoever which
said attorneys, or any of them, may deem necessary, appropriate or desirable to
be done in connection therewith as fully and to all intents and purposes as I
might or could do in person or the Company might or could do by a properly
authorized agent.

         Witness my hand this 22nd day of March, 2000.


                                            /s/ Michael B. Smith
                                            ------------------------------------
                                            Michael B. Smith

                                     Page 1