EXHIBIT 24.3

                                POWER OF ATTORNEY

         WHEREAS, Equistar Funding Corporation, a Delaware corporation (the
"Company"), together with Equistar Chemicals, LP, a Delaware limited
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 Company's proposal to offer to
exchange up to $450,000,000 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 an
officer or director or both, as the case may be, of the Company, does hereby
appoint Gerald A. O'Brien and Charles L. Hall, each of whom may act without the
joinder of the other, 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 an
officer or director or both, as the case may be, of the Company, 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 18th day of July, 2003.


       /s/ Dan F. Smith                                  /s/ Karen A. Twitchell
- ---------------------------------------           ------------------------------
Name:  Dan F. Smith                               Name:  Karen A. Twitchell
Title: Chief Executive Officer                    Title: Vice President and
                                                         Treasurer

       /s/ Morris Gelb                                   /s/ James W. Bayer
- ---------------------------------------           ------------------------------
Name:  Morris Gelb                                Name:  James W. Bayer
Title: President and Chief Operating Officer      Title: Director
       and Director

       /s/ W. Norman Phillips, Jr.
- ---------------------------------------
Name:  W. Norman Phillips, Jr.
Title: Director