Exhibit 10.4

               AMENDMENT TO DIAMOND SHAMROCK, INC.
                   DISABILITY BENEFIT AGREEMENT

     Diamond Shamrock, Inc., a Delaware corporation, pursuant to
authority granted by its Board of Directors, hereby adopts the
following amendment to its Disability Benefit Agreement (the
"Agreement").

1.  New Section 7  is added as follows and the former Section 7 is
re-numbered Section 8:
     
     7.  BENEFIT REVIEW COMMITTEE; DIALOGUE.

     (a) The President, Chairman of the Board and Chief Executive
     Officer of the Company shall appoint a Benefit Review
     Committee consisting of not less than three nor more than five
     persons, having the administrative responsibilities and
     discretionary authority described in this Section 7.  The
     Benefit Review Committee has full power and authority to
     construe the Plan and determine all questions of eligibility
     and interpretation under the Plan.  The determinations of the
     Benefit Review Committee shall be final and binding, subject
     only to Subsection (b), below.
  
     (b) The Plan and any claims arising from the Plan or in any
     way related to the Plan, are subject to and governed by the
     Diamond Shamrock, Inc. Dialogue Dispute Resolution Program
     ("Dialogue").  If a claim has been has been appealed from the 
     administrator to the Benefit Review Committee and the claimant
     desires to appeal the decision of the Benefit Review
     Committee, such appeal must be conducted solely within the
     limitations and procedures of Dialogue.

     The foregoing amendments shall be effective as of May 7, 1996. 

     Executed this 22nd day of July, 1996.


                              DIAMOND SHAMROCK, INC.


                              By:  /s/ WILLIAM R. KLESSE
                                       William R. Klesse
                                       Executive Vice President
W3135.LW