EXHIBIT 13.3


Report of Independent Accountants

To the Stockholders and Board of Directors of Diamond Shamrock,
Inc.

In our opinion, the accompanying consolidated balance sheet and the
related consolidated statements of operations and of cash flows
present fairly, in all material respects, the financial position of
Diamond Shamrock, Inc. and its subsidiaries at December 31, 1994
and 1993, and the results of their operations and their cash flows
for each of the three years in the period ended December 31, 1994,
in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits
of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used
and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

As discussed in Note 3 to the consolidated financial statements,
the Company changed its method of accounting for its long-term
shared cost liability in 1993 and its methods of accounting for
postretirement benefits other than pensions and for income taxes in
1992.


PRICE WATERHOUSE LLP

/s/ Price Waterhouse


San Antonio, Texas
February 24, 1995