EXHIBIT 99.2


                                POWER OF ATTORNEY


     The undersigned does hereby make, constitute and appoint William H. White
and Richard E. Blohm, Jr., acting jointly or singly, the undersigned's true and
lawful attorney or attorneys (hereinafter referred to individually as "Attorney"
or collectively as "Attorneys") with power to act for the undersigned and in the
undersigned's name, place and stead, with or without the other and with full
power of substitution and resubstitution, for the sole purpose of executing,
making, declaring, certifying and filing on behalf of the undersigned with the
Securities and Exchange Commission, and other appropriate governmental or
private entities, any and all statements, reports and other information required
to be filed by the undersigned under the Securities Exchange Act of 1934, as
amended, or other state or federal statutes, by virtue of or relating to the
undersigned's beneficial ownership of equity securities of South Texas Drilling
and Exploration, Inc. (the "Company"), including without limitation any Schedule
13D, any and all amendments to any such schedule, any Joint Filing Agreement and
any and all amendments thereto, any Form 3, 4 or 5 and any and all amendments
thereto, and all other documents and information incidental or related thereto
required to be executed, made or filed by the undersigned, in the form and
manner in which such Attorneys or any of them deem necessary, appropriate,
convenient or desirable to be done pursuant to and in accordance with the
authorization contained in this Power of Attorney, as fully and to all intents
and purposes as the undersigned might or could do in person, the undersigned
hereby ratifying and approving the acts of the Attorneys and each of them.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on
February 22, 2000.


                                             /s/ ISSAM M. FARES
                                             ---------------------
                                             Issam M. Fares