May 17, 1996
  
  
  
Diamond Shamrock, Inc.
9830 Colonnade
San Antonio, Texas 78230
  
Re:     Registration Statement on Form S-3 of Diamond Shamrock,
        Inc. (Registration No. ______________)
  
Gentlemen:
  
I am Senior Vice President/Group Executive and General Counsel 
of Diamond Shamrock, Inc. (the "Company").  This letter is
delivered in connection with the registration, issuance, and
sale of up to an aggregate amount of $100,000,000 of Debt
Securities, Debt Warrants, Common Stock, Common Stock
Warrants, Preferred Stock, and Preferred Stock Warrants
(collectively the "Offered Securities") pursuant to the
resolutions authorizing the issuance and sale of the Offered
Securities, and such other acts as are necessarily incident to
the registration, issuance and sale of the Offered Securities
(the "Authorizing Resolutions") adopted by the Company's Board
of Directors at a meeting of the Company's Board of Directors
held on February 6, 1996.  The Debt Securities will be issued
pursuant to the terms of an indenture (the "Indenture") dated
as of December 15, 1989, between the Company and The First
National Bank of Chicago acting as trustee (the "Trustee").

I have examined such documents, records, and matters of law as
I have deemed necessary for the purposes of this opinion, and
based thereon I am of the opinion that the Offered Securities
have been duly authorized and will be valid and binding
obligations of the Company (except as enforcement thereof may
be limited by bankrupcy, insolvency, fraudulent conveyance, 
reorganization, moratorium and other similar laws relating to
or affecting creditors' rights generally and subject to
general equitable principles)  when the Offered Securities are
issued, authenticated or countersigned, and delivered by the
Company for valid consideration in accordance with the
Authorizing Resolutions and (i) in the case of the Debt
Securities, the terms of the Indenture, (ii) in the case of
Preferred Stock, the applicable Designation of Preferences and
the Company's Certificate of Incorporation (the
"Certificate"), (iii) in the case of Common Stock, the
Certificate and (iv) in the case of Debt Warrants, Common
Stock Warrants, and Preferred Stock Warrants, the applicable
Warrant Agreement.   
  
This opinion is based on the Company's Certificate and Bylaws
and applicable law as of the date hereof.  No assurance can be
provided as to the effect on this opinion of any amendment or
other change to the Company's Certificate or Bylaws or
applicable law after the date hereof.

I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement on Form S-3 filed by the Company
to effect registration under the Securities Act of 1933, as
amended, of the Offered Securities and to the reference to me
under the caption "Legal Matters" in the Prospectus comprising
part of such Registration Statement.
 
Very truly yours,
  
  
/s/ TIMOTHY J. FRETTHOLD
  

    TIMOTHY J. FRETTHOLD


  
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