Consent of Independent Accountants



We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 24, 1995 which is attached as
Exhibit 13.3 to Diamond Shamrock, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1994.  We also consent to the incorporation by reference of
our report on the Financial Statement Schedules, which is included in Item 14
(a)(2) of such Annual Report on Form 10-K.



/s/ PRICE WATERHOUSE LLP
 

    PRICE WATERHOUSE LLP


November 30, 1995


W3007.LW