EX-24

                                                                      Exhibit 24


                                POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS that GSCP V GmbH Cobalt  Holdings,  L.P.
(the  "Company")  does hereby  make,  constitute  and  appoint  each of Bruce A.
Albert,  Anthony DeRose,  Yvette Kosic,  Rachel E. Parrish and Kevin P. Treanor,
(and  any  other  employee  of  The  Goldman  Sachs  Group,  Inc.  or one of its
affiliates  designated  in  writing  by one of  the  attorneys-in-fact),  acting
individually,  its true and lawful  attorney,  to execute and deliver in it name
and  on  its  behalf   whether  the  Company  is  acting   individually   or  as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially  owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the  premises as fully and to all intents and  purposes as the Company
might or could do if personally  present by one of its  authorized  signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of December 10, 2009.



GSCP V GmbH Cobalt Holdings, L.P.,

By:  GSCP V GmbH Cobalt Holdings,
       its general partner


By: /s/ Philip Grovit
   -------------------------
   Name:  Philip Grovit
   Title:  Vice President




                                POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI GmbH Cobalt Holdings,  L.P.
(the  "Company")  does hereby  make,  constitute  and  appoint  each of Bruce A.
Albert,  Anthony DeRose,  Yvette Kosic,  Rachel E. Parrish and Kevin P. Treanor,
(and  any  other  employee  of  The  Goldman  Sachs  Group,  Inc.  or one of its
affiliates  designated  in  writing  by one of  the  attorneys-in-fact),  acting
individually,  its true and lawful  attorney,  to execute and deliver in it name
and  on  its  behalf   whether  the  Company  is  acting   individually   or  as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially  owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the  premises as fully and to all intents and  purposes as the Company
might or could do if personally  present by one of its  authorized  signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of December 10, 2009.


GSCP VI GmbH Cobalt Holdings, L.P.,
     its sole member

By:  GSCP VI GmbH Cobalt Holdings,
       its general partner


By: /s/ Philip Grovit
   --------------------------
   Name:  Philip Grovit
   Title:  Vice President



 POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE  PRESENTS  that GS CAPITAL PARTNERS V FUND, L.P.  (the
"Company")  does hereby make,  constitute and appoint each of Roger S. Begelman,
Yvette Kosic, Andrea Louro DeMar, John M. O'Rourke,  Felicia J. Rector,  Michael
T. Seeley, and Stephen Wong, (and any other employee of The Goldman Sachs Group,
Inc.  or  one  of  its   affiliates   designated   in  writing  by  one  of  the
attorneys-in-fact),  acting  individually,  its true  and  lawful  attorney,  to
execute and  deliver in it name and on its behalf  whether the Company is acting
individually or as representative of others,  any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended,  the
"Act"),  with respect to securities which may be deemed to be beneficially owned
by  the   Company   under  the  Act,   giving  and   granting   unto  each  said
attorney-in-fact  power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if  personally  present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of April 12, 2006.


GS CAPITAL PARTNERS V FUND, L.P.
By: GSCP V Advisors, L.L.C., its General Partner


By:/s/ Adrian M. Jones
- -----------------------------------
Name:  Adrian M. Jones
Title: Managing Director



                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL  PARTNERS VI FUND,  L.P.
(the  "Company")  does hereby  make,  constitute  and  appoint  each of Bruce A.
Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish,  Michael T. Seeley,
and Kevin P. Treanor,  (and any other employee of The Goldman Sachs Group,  Inc.
or one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually,  its true and lawful attorney, to execute and deliver in it
name  and on its  behalf  whether  the  Company  is  acting  individually  or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially  owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the  premises as fully and to all intents and  purposes as the Company
might or could do if personally  present by one of its  authorized  signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of April 1, 2008.


GS CAPITAL PARTNERS VI
FUND, L.P., By: GSCP VI Advisors, L.L.C., its general partner



By:/s/ Christine Vollertsen
- -----------------------------------
Name:  Christine Vollertsen
Title: Vice President




                               POWER OF ATTORNEY


     KNOW ALL  PERSONS BY THESE  PRESENTS  that GS  CAPITAL  PARTNERS V OFFSHORE
FUND,  L.P. (the  "Company")  does hereby make,  constitute  and appoint each of
Roger S. Begelman,  Yvette Kosic, Andrea Louro DeMar, John M. O'Rourke,  Felicia
J. Rector,  Michael T. Seeley,  and Stephen Wong, (and any other employee of The
Goldman Sachs Group, Inc. or one of its affiliates  designated in writing by one
of the attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and  deliver in it name and on its behalf  whether the Company is acting
individually or as representative of others,  any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended,  the
"Act"),  with respect to securities which may be deemed to be beneficially owned
by  the   Company   under  the  Act,   giving  and   granting   unto  each  said
attorney-in-fact  power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if  personally  present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of April 12, 2006.


GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
By: GSCP V Offshore Advisors, L.L.C., its General Partner



By:/s/ Adrian M. Jones
- -----------------------------------
Name:  Adrian M. Jones
Title: Managing Director



                               POWER OF ATTORNEY

     KNOW ALL  PERSONS BY THESE  PRESENTS  that GS CAPITAL  PARTNERS VI OFFSHORE
FUND,  L.P. (the  "Company")  does hereby make,  constitute  and appoint each of
Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T.
Seeley,  and Kevin P.  Treanor,  (and any other  employee of The  Goldman  Sachs
Group,  Inc.  or one of  its  affiliates  designated  in  writing  by one of the
attorneys-in-fact),  acting  individually,  its true  and  lawful  attorney,  to
execute and  deliver in it name and on its behalf  whether the Company is acting
individually or as representative of others,  any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended,  the
"Act"),  with respect to securities which may be deemed to be beneficially owned
by  the   Company   under  the  Act,   giving  and   granting   unto  each  said
attorney-in-fact  power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if  personally  present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of April 1, 2008.


GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.,
By: GSCP VI Offshore Advisors, L.L.C., its general partner



By: /s/ Christine Vollertsen
- -----------------------------------
Name:  Christine Vollertsen
Title: Vice President



                               POWER OF ATTORNEY


     KNOW  ALL   PERSONS  BY  THESE   PRESENTS   that  GS  CAPITAL   PARTNERS  V
INSTITUTIONAL,  L.P. (the  "Company")  does hereby make,  constitute and appoint
each of Roger S. Begelman,  Yvette Kosic,  Andrea Louro DeMar, John M. O'Rourke,
Felicia J. Rector,  Michael T. Seeley, and Stephen Wong, (and any other employee
of The Goldman Sachs Group, Inc. or one of its affiliates  designated in writing
by one of the  attorneys-in-fact),  acting  individually,  its true  and  lawful
attorney,  to  execute  and  deliver in it name and on its  behalf  whether  the
Company is acting  individually  or as  representative  of  others,  any and all
filings required to be made by the Company under the Securities  Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be  beneficially  owned by the Company  under the Act,  giving and granting unto
each said  attorney-in-fact  power and authority to act in the premises as fully
and to all intents and purposes as the Company  might or could do if  personally
present by one of its authorized  signatories,  hereby  ratifying and confirming
all that said  attorney-in-fact  shall lawfully do or cause to be done by virtue
hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of April 12, 2006.


GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
By: GS Advisors V, L.L.C., its General Partner



By:/s/ Adrian M. Jones
- -----------------------------------
Name:  Adrian M. Jones
Title: Managing Director



                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE  PRESENTS  that GS CAPITAL  PARTNERS VI PARALLEL,
L.P. (the "Company")  does hereby make,  constitute and appoint each of Bruce A.
Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish,  Michael T. Seeley,
and Kevin P. Treanor,  (and any other employee of The Goldman Sachs Group,  Inc.
or one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually,  its true and lawful attorney, to execute and deliver in it
name  and on its  behalf  whether  the  Company  is  acting  individually  or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially  owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the  premises as fully and to all intents and  purposes as the Company
might or could do if personally  present by one of its  authorized  signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.

     THIS POWER OF ATTORNEY  shall  remain in full force and effect until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS  WHEREOF,  the undersigned has duly subscribed these presents as
of April 1, 2008.

GS
CAPITAL PARTNERS VI PARALLEL, L.P.

BY: GS Advisors VI, L.L.C., its general partner



By:/s/ Christine Vollertsen
- -----------------------------------
Name:  Christine Vollertsen
Title: Vice President

EX-99.1

                                                                    Exhibit 99.1


(1)  This statement is being filed by: The Goldman Sachs Group, Inc. ("GS
     Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GSCP V Cobalt Holdings,
     LLC ("Cobalt V Holdings"), GSCP VI Cobalt Holdings, LLC ("Cobalt VI
     Holdings"),GSCP V Offshore Cobalt Holdings, LLC ("Offshore V Holdings
     LLC"), GSCP VI Offshore Cobalt Holdings, LLC ("Offshore VI Holdings LLC"),
     , GSCP V GmbH Cobalt Holdings, LLC ("GmbH Holdings V LLC"), GSCP VI GmbH
     Cobalt Holdings, LLC ("GmbH Holdings VI LLC" and, together with Cobalt V
     Holdings, Cobalt VI Holdings, Offshore V Holdings LLC, Offshore VI Holdings
     LLC, Institutional and GmbH Holdings V LLC, the "Goldman LLCs"), GSCP V
     Offshore Cobalt Holdings, L.P. ("Offshore V Holdings LP"), GSCP VI Offshore
     Cobalt Holdings, L.P. ("Offshore VI Holdings LP"), GSCP V GmbH Cobalt
     Holdings, L.P. ("GmbH Holdings V LP"), GSCP VI GmbH Cobalt Holdings, L.P.
     ("GmbH Holdings VI LP"), GSCP V GmbH Cobalt Holdings ("GmbH Holdings V"),
     GSCP VI GmbH Cobalt Holdings ("GmbH Holdings VI"), GS Capital Partners V
     Fund, L.P. ("GS Capital V"), GS Capital Partners VI Fund, L.P. ("GS Capital
     VI"), GS Capital Partners V Offshore Fund, L.P. ("GS V Offshore"), GS
     Capital Partners VI Offshore Fund, L.P. ("GS VI Offshore"), GS Capital
     Partners V Institutional, L.P. ("GS Institutional"), GS Capital Partners VI
     Parallel, L.P. ("GS Parallel"), GS Capital Partners V GmbH & Co. KG ("GS V
     Germany"), GS Capital Partners VI GmbH & Co. KG ("GS VI Germany" and,
     together with GS Capital V, GS Capital VI, GS V Offshore, GS VI Offshore,
     GS Institutional, GS Parallel and GS V Germany, the "Limited
     Partnerships"),GSCP V Advisors, L.L.C. ("GSCP V Advisors"), GSCP VI
     Advisors, L.L.C. ("GSCP VI Advisors"), GSCP V Offshore Advisors, L.L.C.
     ("GSCP V Offshore Advisors"), GSCP VI Offshore Advisors, L.L.C. ("GSCP VI
     Offshore Advisors"), GS Advisors V, L.L.C. ("GS Advisors V"), GS Advisors
     VI, L.L.C. ("GS Advisors VI"), Goldman, Sachs Management GP GmbH ("GS GmbH"
     and, together with the foregoing entities, the "Reporting Persons").

     Neither the present filing nor anything contained herein shall be construed
     as an admission that any Reporting Person constitutes a "person" for any
     purpose other than for compliance with Section 13(d) of the Securities
     Exchange Act of 1934, as amended (the "Exchange Act"). Due to the
     electronic system's limitation of 10 Reporting Persons per joint filing,
     this statement is being filed in three forms.

(2)  On December 8, 2009 each of the Goldman LLCs and certain direct and
     indirect subsidiaries of GS Institutional and GS Parallel entered into a
     Reorganization Agreement pursuant to which, prior to the closing of the
     registered public offering of shares of Cobalt International Energy, Inc.
     (the "Issuer") common stock, par value, $0.01 (the "Common Stock") on
     December 16, 2009, the Goldman LLCs will transfer or cause to be
     transferred to the Issuer all of their class A interests in Cobalt
     International Energy, L.P., or other ownership interests in one or more
     Reporting Persons that hold such class A interests, to the Issuer in
     exchange for the number of shares of Common Stock of the Issuer described
     herein.

(3)  As of December 16, 2009, GS Group and Goldman Sachs may be deemed to
     beneficially own an aggregate of 74,868,148 shares of Common Stock through
     the Limited Partnerships. Affiliates of Goldman Sachs and GS Group are the
     general partner, managing limited partner or managing partner of the
     Limited Partnerships. Goldman Sachs serves as the investment manager of the
     Limited Partnerships and is a wholly-owned subsidiary of GS Group.

     As of December 16, 2009, Cobalt V Holdings beneficially owns an aggregate
     of 24,440,498 shares of Common Stock which may be deemed to be beneficially
     owned by its sole member, GS Capital V, and GS Capital V's sole general
     partner, GSCP V Advisors.

     As of December 16, 2009, Cobalt VI Holdings beneficially owns an aggregate
     of 13,281,477 shares of Common Stock which may be deemed to be beneficially
     owned by its sole member, GS Capital VI, and GS Capital VI's sole general
     partner, GSCP VI Advisors.

     As of December 16, 2009, Offshore V Holdings LLC beneficially owns an
     aggregate of 12,624,940 shares of Common Stock which may be deemed to be
     beneficially owned by its sole member, Offshore V Holdings LP, and GS V
     Offshore, the general partner of Offshore V Holdings LP, and GSCP V
     Offshore Advisors, the general partner of GS V Offshore.

     As of December 16, 2009, Offshore VI Holdings LLC beneficially owns an
     aggregate of 11,047,065 shares of Common Stock which may be deemed to be
     beneficially owned by its sole member, Offshore VI Holdings LP, by GS VI
     Offshore, the general partner of Offshore VI Holdings LP, and by GSCP VI
     Offshore Advisors, the general partner of GS VI Offshore.

     As of December 16, 2009, GS Institutional beneficially owns an aggregate of
     8,380,981 shares of Common Stock which may be deemed to be beneficially
     owned by GS Advisors V, the general partner of GS Institutional.

     As of December 16, 2009, GS Parallel beneficially owns an aggregate of
     3,652,180 shares of Common Stock which may be deemed to be beneficially
     owned by GS Advisors VI, the general partner of GS Parallel.

     As of December 16, 2009, GmbH Holdings V LLC beneficially owns an aggregate
     of 968,983 shares of Common Stock which may be deemed to be beneficially
     owned by its sole member, GmbH Holdings V LP, by GmbH Holdings V, the
     general partner of GmbH Holdings V LP, by GS Germany, the sole stockholder
     of GmbH Holdings V, and by GS GmbH, the general partner of GS V Germany.

     As of December 16, 2009, GmbH Holdings VI LLC beneficially owns an
     aggregate of 472,024 shares of Common Stock which may be deemed to be
     beneficially owned by its sole member, GmbH Holdings VI LP, by GmbH
     Holdings VI, the general partner of GmbH Holdings VI LP, by GS Germany, the
     sole stockholder of GmbH Holdings VI, and by GS GmbH, the general partner
     of GS VI Germany.

     The Reporting Persons disclaim beneficial ownership of the securities
     reported herein except to the extent of their pecuniary interest therein.