Exhibit 10.2



                              SECOND AMENDMENT

                                     TO

                         FACILITIES LEASE AGREEMENT

                                   between

                             BRAZOS RIVER LEASING L.P.

                                       and

                DIAMOND SHAMROCK REFINING AND MARKETING COMPANY

                             Dated as of June 1, 1994













This Second Amendment to Facilities Lease Agreement has been manually executed
in 12 counterparts, numbered consecutively from 1 through 12, of which this is
No. ____.  To the extent, if any, that this Second Amendment to Facilities Lease
Agreement constitutes chattel paper (as such term is defined in the Uniform
Commercial Code as in effect in any jurisdiction), no security interest in this 
Second Amendment to Facilities Lease Agreement may be created or perfected
through the transfer or possession of any counterpart other than the original
counterpart which shall be the counterpart identified as counterpart No. 1.

              SECOND AMENDMENT TO FACILITIES LEASE AGREEMENT

     This Second Amendment to Facilities Lease Agreement is made and entered
into as of June 1, 1994, by and between BRAZOS RIVER LEASING L.P. ("Brazos") and
DIAMOND SHAMROCK REFINING AND MARKETING COMPANY ("Diamond Shamrock R & M").

                          W I T N E S S E T H:

     WHEREAS, Brazos and Diamond Shamrock R & M have heretofore entered into a
Facilities Lease Agreement, dated as of October 30, 1992, (the "Facilities Lease
Agreement"); and

     WHEREAS, Brazos and Diamond Shamrock R & M desire to amend the Facilities
Lease Agreement to  set forth their mutual agreement; and

     WHEREAS, Brazos and Diamond Shamrock R & M agree that the provisions of
this amendment shall apply, to the extent provided by law, to each Facility
leased by Brazos under the Facilities Lease Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Brazos and Diamond Shamrock R & M agree that the Facilities
Lease Agreement is hereby amended as follows:

     1.  The definition of "Basic Rent" in Section 1.01 of the Facilities Lease
Agreement is hereby amended to delete from paragraph (iii) thereof the reference
to "0.95%" and insert in lieu thereof "0.20%".

      2.  Brazos and Diamond Shamrock R & M agree that this Second Amendment to
Facilities Lease Agreement shall not be effective until the approvals required
by Section 9.01 of the Credit Agreement have been obtained as evidenced by the
execution and delivery of the Fourth Amendment and Modification Agreement by the
necessary parties under the Credit Agreement.

      3.  Defined terms used in this Second Amendment to Facilities Lease
Agreement and not otherwise defined herein have the meanings ascribed to those
terms in the Facilities Lease Agreement.

     IN WITNESS WHEREOF, Brazos and Diamond Shamrock R & M have caused this
Second Amendment to Facilities Lease Agreement to be executed and delivered by
their duly authorized officers as of the day and year first above written.


                             BRAZOS RIVER LEASING L.P.

                             By:  Headwater Investments L.P.,
                                  its General Partner

                                  By: Headwater Holdings, Inc.,
                                      its General Partner


                                  By: /S/ GREGORY C. GREENE,
                                          Gregory C. Greene,
                                          President



                             DIAMOND SHAMROCK REFINING
                                  AND MARKETING COMPANY


                             By: /S/ R.C. BECKER
                             Name:   R.C. Becker
                             Title:  Vice President and Treasurer

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