EXHIBIT 24.1

                           LYONDELL CHEMICAL COMPANY

                               POWER OF ATTORNEY
                               -----------------

     Each person whose signature appears below hereby constitutes and appoints
Dan F. Smith, Robert T. Blakely, Kelvin Collard, and Kerry A. Galvin and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, in connection with any outstanding
securities of Lyondell Chemical Company (the "Company"), or any public offering
or other issuance of any securities of the Company authorized by the Board of
Directors of the Company, or by the Executive Committee thereof pursuant to due
authorization by such Board, (1) to execute and file, or cause to be filed, with
the United States Securities and Exchange Commission (the "Commission"), (A)
registration statements and any and all amendments (including post-effective
amendments), and exhibits thereto and any and all other documents in connection
therewith as required by the Commission in connection with such registration
under the Securities Act of 1933, as amended, and (B) any report or other
document required to be filed by the Company with the Commission pursuant to the
Securities Exchange Act of 1934, as amended, (2) to execute and file, or cause
to be filed, any application for registration or exemption therefrom, any report
or any other document required to be filed by the Company under the Blue Sky or
securities law of any state and to furnish any other information required in
connection therewith, (3) to execute and file, or cause to be filed, any
application for registration or exemption therefrom under the securities laws of
any jurisdiction outside the United States of America, including any reports or
other documents required to be filed subsequent to the issuance of such
securities, and (4) to execute and file, or


cause to be filed, any application for listing such securities on the New York
Stock Exchange, or any other securities exchange in any other jurisdiction where
any such securities are proposed to be sold, granting to such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act required to be done as he or she might or could do in person,
hereby ratifying and confirming all that such attorneys-in-fact and agents, and
each of them, may lawfully do or cause to be done by virtue of this power of
attorney. Each person whose signature appears below may at any time revoke this
power of attorney as to himself or herself only by an instrument in writing
specifying that this power of attorney is revoked as to him or her as of the
date of execution of such instrument or at a subsequent specified date. This
power of attorney shall be revoked automatically with respect to any person
whose signature appears below effective on the date he or she ceases to be a
member of the Board of Directors or an officer of the Company. Any revocation
hereof shall not void or otherwise affect any acts performed by any attorney-in-
fact and agent named herein pursuant to this power of attorney prior to the
effective date of such revocation.

Dated:  March 1, 2001

            Signature                               Title
            ---------                               -----

/s/ DAN F. SMITH                    President, Chief Executive Officer and
-------------------------------                    Director
Dan F. Smith

/s/ ROBERT T. BLAKELY                 Executive Vice President and Chief
-------------------------------               Financial Officer
Robert T. Blakely

/s/ KELVIN COLLARD                      Vice President and Controller
-------------------------------
Kelvin Collard



          Signature                                Title
          ---------                                -----

/s/ DR. WILLIAM T. BUTLER
-------------------------------               Chairman and Director
Dr. William T. Butler


/s/ CAROL A. ANDERSON
-------------------------------                     Director
Carol A. Anderson


/s/ TRAVIS ENGEN
-------------------------------                     Director
Travis Engen


/s/ DAVID J. LESAR
-------------------------------                     Director
David J. Lesar


/s/ STEPHEN F. HINCHLIFFE, JR.
-------------------------------                     Director
Stephen F. Hinchliffe, Jr.


/s/ DUDLEY C. MECUM II
-------------------------------                     Director
Dudley C. Mecum II


/s/ DR. WILLIAM R. SPIVEY
-------------------------------                     Director
Dr. William R. Spivey


/s/ PAUL R. STALEY
-------------------------------                     Director
Paul R. Staley