EXHIBIT 24.1


                        POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, on
behalf of Diamond Shamrock, Inc., a Delaware corporation (the
"Corporation"), hereby constitutes and appoints Timothy J.
Fretthold, Jerry D. King, and Todd Walker, attorneys-in-fact and
agents of the corporation, with full power of substitution and
resubstitution, to do any and all acts and things in its name
and on its behalf and to execute any and all instruments in its
name in such capacity which they may deem appropriate or
advisable to enable the Company to comply with the Securities
Exchange Act of 1934, as amended, and any rules and regulations
of the Securities and Exchange Commission, in connection with
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, including without limitation, the power
to sign such report on the Company's behalf and to sign any
amendments thereto, and to file the same, with all exhibits
thereto, and any other documents required in connection
therewith, with the Securities and Exchange Commission, granting
to each and all of said attorneys-in-fact, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in connection with the filing
of such report as herein described.

                              DIAMOND SHAMROCK, INC.            
 



                              /s/ R. R. HEMMINGHAUS

                              R. R. Hemminghaus
                              Chairman of the Board, President, 

                              and Chief Executive Officer 


Dated: March 14, 1996





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