Exhibit 13.3

Report of Independent Accountants

To the Stockholders and Board of Directors of Diamond Shamrock,
Inc.

In our opinion, the accompanying consolidated balance sheet and
the related consolidated statements of operations and of cash
flows present fairly, in all material respects, the financial
position of Diamond Shamrock, Inc. and its subsidiaries at
December 31, 1995 and 1994, and the results of their operations
and their cash flows for each of the three years in the period
ended December 31, 1995, in conformity with generally accepted
accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility
is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used
and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed
above.

As discussed in Note 3 to the consolidated financial statements,
the Company changed its method of accounting for its long-term
shared cost liability in 1993.

As discussed in Note 2 to the consolidated financial statements,
the Company reclassified excise and motor fuels taxes.

/s/ PRICE WATERHOUSE LLP


PRICE WATERHOUSE LLP



San Antonio, Texas
February 23, 1996, except as to the last
paragraph of Note 2, which is as of 
September 27, 1996

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