May 2, 1995
  
  
  
  
Diamond Shamrock, Inc.
9830 Colonnade Boulevard
San Antonio, Texas 78230
  
Re:     Diamond Shamrock, Inc. Long-Term Incentive Plan
  
Gentlemen:
  
I am Senior Vice President/Group Executive and General Counsel for Diamond 
Shamrock, Inc., a Delaware corporation (the "Company").  In connection with the
addition of 1,000,000 shares of common stock, $0.01 par value of the Company
("Common Stock"), to the Company's Long-Term Incentive Plan (the "Plan"), I have
examined the Plan and such other documents, records and matters of law as I have
deemed necessary for purposes of this opinion and based thereupon, I am of the
opinion that:
  
     (1)  The shares of Common Stock, that may be issued and sold or delivered
          pursuant to the Plan will be, when issued and sold or delivered in
          accordance with the Plan, duly authorized, validly issued, fully paid 
          and nonassessable.
  
     (2)  The rights to purchase Series A Junior Participating Preferred Stock 
          (the "Rights") in accordance with the Rights Agreement dated as of 
          March 6, 1990, between the Company and Ameritrust Company National
          Association, have been duly authorized by the Company and, when duly
          issued, will be validly issued.
  
I hereby consent to the filing of this opinion as Exhibit 5.1 to the 
Registration Statement on Form S-8 for the Plan filed by the Company with the 
Securities and Exchange commission to effect registration of such shares of 
Common Stock and Rights under the Securities Act of 1933, as amended, and to the
reference to me under the caption "Legal Matters" in the Prospectus constituting
a part of such Registration Statement.
  
As noted under such caption in the Prospectus, I beneficially own shares of 
Common Stock of the Company and I anticipate being eligible to participate in 
the Plan.
  
Very truly yours,
  
  

/S/  Timothy J. Fretthold  
  
  
TJF/lmk



W2166.LW