EXHIBIT 15.1





                CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our
report dated February 23, 1996, which is attached as Exhibit 13.3 to
Diamond Shamrock, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1995.  We also consent to the incorporation by reference of
our report on the Financial Statement Schedules, which is included in
Item 14(a)(2) of such Annual Report on Form 10-K.  We also consent to
the references to us under the heading "Experts" in such Prospectus.


/s/ PRICE WATERHOUSE LLP


    PRICE WATERHOUSE LLP



San Antonio, Texas
May 17, 1996


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