EXHIBIT (23)-2-

                     CONSENT OF INDEPENDENT AUDITORS


     We consent to the incorporation by reference in the
Registration Statement (Post-effective amendment No. 2 on Form S-3
to Form S-14 (No. 2-93037)) of Unimar Company and in the related
Prospectus of our report dated February 24, 1995, with respect to
the consolidated financial statements of Unimar Company and
subsidiaries included in this Annual Report on Form 10-K for the
year ended December 31, 1995.


                                                        ERNST & YOUNG LLP


                    





Houston, Texas
March 19, 1996