Exhibit 24.5
                                 
                        POWER OF ATTORNEY


     Diamond Shamrock, Inc. hereby constitutes and appoints Timothy J.
Fretthold, Todd Walker, Robert A. Profusek, James E. O'Bannon and Mark
E. Betzen, or any of them, its 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 its name and behalf, and to execute any
and all instruments for it and in its name which the 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 Act of 1933,
as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in connection with a Registration
Statement on Form S-3, including without limitation power and authority
to sign for it such Registration Statement and power and any and all
amendments (including post-effective 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. 

                              DIAMOND SHAMROCK, INC.



                              By: /s/ R. R. HEMMINGHAUS
                                      R. R. Hemminghaus
                                      Chairman, President, and
                                      Chief Executive Officer


Dated: May 13, 1996
 
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