Exhibit 24.2


                          Substitute Power of Attorney
                          ----------------------------

Under the terms of a power of attorney dated October 4, 2004 (the "Power of
Attorney"), the undersigned, John R. Jepsen, was appointed attorney-in-fact for
Crompton Corporation (the "Company") and certain officers and directors of the
Company to act in connection with the Company's Registration Statement on Form
S-4 (Securities and Exchange Commission Registration No. 333-11964) dated
October 8, 2004 (the "Registration Statement"). In accordance with the authority
granted under the Power of Attorney, including the power of substitution, the
undersigned hereby constitutes and appoints Eric C. Wisnefsky his true and
lawful substitute attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all (1) amendments (including post-effective
amendments) and additions to the Registration Statement and (2) Registration
Statements, and any and all amendments thereto (including post-effective
amendments), relating to the offering contemplated pursuant to Rule 462(b) under
the Securities Act of 1933, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such substitute attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof. By his signature as attorney-in-fact to this
Substitute Power of Attorney, Eric C. Wisnefsky accepts such appointment and
agrees to assume from the undersigned any and all duties and responsibilities
attendant to his capacity as attorney-in-fact.

Date: November 23, 2004

                                         By: /s/ John R. Jepsen
                                            -------------------
                                         Name: John R. Jepsen


I HEREBY ACCEPT THIS APPOINTMENT AND SUBSTITUTION:

Date: November 23, 2004


By:    /s/ Eric C. Wisnefsky
       ---------------------
Name:  Eric C. Wisnefsky
Title: Vice President, Corporate Finance
       and Treasurer