EXHIBIT 24.2

                                   POWER OF ATTORNEY                      


The undersigned directors and/or officers of Diamond Shamrock, Inc., hereby
constitute and appoint Timothy J. Fretthold, Jerry D. King and Todd Walker, or
any of them, their true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, to do any and all acts and things in
their name and behalf in their capacity as a director and/or officer of Diamond
Shamrock, Inc. and to execute any and all instruments for them and in their name
in such capacity, which said attorneys-in-fact and agents, or any of them, may
deem necessary or advisable to enable Diamond Shamrock, Inc. to comply with the
Securities Exchange Act of 1934, as amended, and any rules, regulations and     
requirements of the Securities and Exchange Commission, in connection with the
Annual Report on Form 10-K of Diamond Shamrock, Inc. for the fiscal year ended
December 31, 1994, including without limitation, power and authority to sign for
them, in their name in the capacity indicated above, such Form 10-K and any and
all amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that the said attorneys-in-fact
and agents, or their substitute or substitutes, or any one of them, shall do or
cause to be done by virtue hereof.

/S/ R. R. HEMMINGHAUS                   /S/ E. GLENN BIGGS
R. R. Hemminghaus                       E. Glenn Biggs
Chairman of the Board and               Director
Chief Executive Officer

/S/ ROBERT C. BECKER                    /S/ WILLIAM E. BRADFORD                 
Robert C. Becker                        William E. Bradford                 
Vice President and Treasurer            Director

/S/ GARY E. JOHNSON                     /S/ LAURO F. CAVAZOS                 
Gary E. Johnson                         Lauro F. Cavazos
Vice President and Controller           Director

/S/ B. CHARLES AMES                     /S/ W. H. CLARK
B. Charles Ames                         W. H. Clark
Director                                Director

/S/ WILLIAM L. FISHER                   /S/ BOB MARBUT
William L. Fisher                       Bob Marbut
Director                                Director

/S/ KATHERINE D. ORTEGA
Katherine D. Ortega                                                         
Director                 

Dated: February 7, 1995