POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS, that, the undersigned hereby constitutes
and appoints Timothy J. Fretthold, Jerry  D. King, and Lisa K. Wortham, and each
of them, his true and lawful attorney or attorneys-in-fact, with full power of
substitution and revocation, for him and in his name, place, and stead, in any
and all capacities (including as an officer and/or director of DIAMOND SHAMROCK,
INC. (the "Corporation")), to sign a post-effective  amendment to a Registration
Statement on Form S-8 of the Corporation  which, on October 6, 1993, registered,
pursuant to the Securities Act of 1933, as amended, (i) 100,000 shares of Common
Stock (and associated stock purchase rights) of the Corporation for issuance
pursuant to the Corporation's 401(k) Retirement Savings Plan (the "Plan") and
(ii) interests in the Plan, and to sign any or all additional post-effective
amendments to such Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorney or
attorneys-in-fact, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorney or
attorneys-in-fact or any of them or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.


/s/ W. H. CLARK

    W.H. Clark
    Director



Dated:  October 24, 1995



                        POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS, that, the undersigned hereby constitutes
and appoints Timothy J. Fretthold, Jerry  D. King, and Lisa K. Wortham, and each
of them, his true and lawful attorney or attorneys-in-fact, with full power of
substitution and revocation, for him and in his name, place, and stead, in any
and all capacities (including as an officer and/or director of DIAMOND SHAMROCK,
INC. (the "Corporation")), and as Chairman of the Corporation's Employee
Benefits Committee, to sign a post-effective  amendment to a Registration
Statement on Form S-8 of the Corporation  which, on October 6, 1993, registered,
pursuant to the Securities Act of 1933, as amended, (i) 100,000 shares of Common
Stock (and associated stock purchase rights) of the Corporation for issuance
pursuant to the Corporation's 401(k) Retirement Savings Plan (the "Plan") and
(ii) interests in the Plan, and to sign any or all additional post-effective
amendments to such Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorney or
attorneys-in-fact, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney or
attorneys-in-fact or any of them or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.



/s/ WILLIAM R. KLESSE

    William R. Klesse
    Executive Vice President



Dated: December 6, 1995

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