EXHIBIT 24.2
                        POWER OF ATTORNEY                        
     The undersigned directors and/or officers of Diamond
Shamrock, Inc., hereby constitute and appoint Timothy J.
Fretthold, Jerry D. King and Todd Walker, or any of them, their
true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, to do any and all acts
and things in their name and behalf in their capacity as a
director and/or officer of Diamond Shamrock, Inc. and to execute
any and all instruments for them and in their name in such
capacity, which said attorneys-in-fact and agents, or any of
them, may deem necessary or advisable to enable Diamond
Shamrock, Inc. to comply with the Securities Exchange Act of
1934, as amended, and any rules, regulations and requirements of
the Securities and Exchange Commission, in connection with the
Annual Report on Form 10-K of Diamond Shamrock, Inc. for the
fiscal year ended December 31, 1995, including without
limitation, power and authority to sign for them, in their name
in the capacity indicated above, such Form 10-K and any and all
amendments thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and
confirming all that the said attorneys-in-fact and agents, or
their substitute or substitutes, or any one of them, shall do or
cause to be done by virtue hereof.

/S/ R. R. HEMMINGHAUS                   /S/ E. GLENN BIGGS
R. R. Hemminghaus                       E. Glenn Biggs
Chairman of the Board and               Director
Chief Executive Officer

/S/ ROBERT C. BECKER                    /S/ WILLIAM E. BRADFORD
Robert C. Becker                        William E. Bradford
Vice President and Treasurer            Director

/S/ GARY E. JOHNSON                     /S/ LAURO F. CAVAZOS
Gary E. Johnson                         Lauro F. Cavazos
Vice President and Controller           Director

/S/ B. CHARLES AMES                     /S/ W. H. CLARK
B. Charles Ames                         W. H. Clark
Director                                Director

/S/ WILLIAM L. FISHER                   /S/ BOB MARBUT
William L. Fisher                       Bob Marbut
Director                                Director

/S/ KATHERINE D. ORTEGA
Katherine D. Ortega                                        
Director                 

Dated: March 5, 1996