EXHIBIT 15.1

           INDEPENDENT ACCOUNTANTS' AWARENESS LETTER




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Sirs:

We are aware that Diamond Shamrock, Inc. has included our report
dated May 10, 1996 (issued pursuant to the provisions of
Statement on Auditing Standards No. 71) in the Prospectuses
constituting part of its Registration Statements on Form S-3
(Nos.  33-67166 and 33-59451) filed on  August 9, 1993, and May
19, 1995, respectively, and on Form S-8 (Nos. 33-15268, 33-34306,
33-47761, 33-50573, 33-59025 and 33-64645) filed on June 22,
1987, April 13, 1990, May 6, 1992, October 6, 1993, May 2, 1995
and November 30, 1995, respectively.  We are also aware of our
responsibilities under the Securities Act of 1933.

Yours very truly,



/s/ PRICE WATERHOUSE LLP


    PRICE WATERHOUSE LLP


San Antonio, Texas
May 10, 1996


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