Exhibit 24.6



     RESOLVED that if (in the opinion of counsel to the
     Corporation) required by applicable law, or otherwise 
     determined to be appropriate by any of such officers, the
     officers of the Corporation be, and each of them hereby is,
     authorized to execute and file with the Securities and
     Exchange Commission (the "Commission"), on behalf of the
     Corporation, one or more Registration Statements and any
     amendments including post-effective amendments to any such
     Registration Statement with respect to any Securities under
     the Securities Act of 1933, as amended, with such changes
     therein, additions thereto and deletions therefrom as the
     officers, or any of them, shall approve, such approval to
     be conclusively evidenced by the execution thereof, or to
     take such other action, as such officers or counsel of the
     Corporation deem appropriate in connection with the
     offering or sale of any Securities, including without
     limitation the qualification of any Indenture under the
     Trust Indenture Act of 1939, as amended, provided, however,
     that the maximum aggregate value of Securities authorized
     to be registered pursuant to these resolutions shall be
     $200,000,000;

     FURTHER RESOLVED that Timothy J. Fretthold, Todd Walker,
     Robert A. Profusek, James E. O'Bannon, and Wendy Dann Adato
     be, and each of them hereby is, appointed as attorney-in-fact
     for the Corporation and the Trust, with full power of
     substitution and resubstitution, for the purpose of
     executing and filing any such Registration Statement and
     amendments thereto, and any such post-effective amendments,
     and the officers of the Corporation and the Trustees be,
     and each of them hereby is, authorized, on behalf of the
     Corporation and the Trust, to execute such documents as
     such officers deem to be appropriate to evidence such
     appointment;


W3140.tw

                     CERTIFICATE OF SECRETARY

                      DIAMOND SHAMROCK, INC.


     I, Harold D. Mallory, Secretary of Diamond Shamrock, Inc.,
a Delaware corporation (the "Company"), by execution of this
Certificate do hereby certify that the attached Resolutions are
true and correct copies of the Resolutions approved at a Board
of Directors meeting held on February 6, 1996. 

     IN WITNESS WHEREOF, I have hereunto signed my name this 16th
day of May, 1996.


                                  /s/ HAROLD D. MALLORY
                                   Harold D. Mallory, Secretary




STATE OF TEXAS      )(
COUNTY OF BEXAR     )(

     This instrument was acknowledged before me on this the
______ day of May, 1996, by Harold D. Mallory, Secretary of
Diamond Shamrock, Inc., on behalf of said corporation.


                         /s/ ESTHER SALINAS
                         Notary Public, State of Texas