Exhibit 10.6

                    AMENDMENT TO DIAMOND SHAMROCK, INC.
                           EXCESS BENEFITS PLAN

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

1.  New Section 2 (a) is added as follows and the former Section 2 (a) and
all subsequent subsections are re-lettered accordingly:

     (a) "Benefit Review Committee" means the committee appointed by the
     President, Chairman of the Board and Chief Executive Officer of the
     Corporation pursuant to Section 14 (c) hereof with power and authority
     to construe the Plan and determine all questions of eligibility and
     interpretation under the Plan pursuant to Section 14 (c) below.

2.  New Section 2 (d) is added as follows and the former Section 2 (d) and
all subsequent subsections are re-lettered accordingly:

     (d) "Change in Control" will be deemed to have occurred when (1) a
     report is filed on Schedule 13D or Schedule 14D-1 (or any successor
     schedule, form or report), each as promulgated pursuant to the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"),
     disclosing that any person (as the term "person" is used in Section 13
     (d)(3) or Section 14(d)(2) of the Exchange Act) has become the
     beneficial owner (as the term "beneficial owner" is defined under Rule
     13d-3 or any successor rule or regulation promulgated under the Exchange
     Act) of securities representing more than 25% of the combined voting
     power of the then-outstanding voting securities of the Corporation and
     such acquisition has not been authorized, approved or recommended by
     majority vote of the Board of Directors prior to the date of the filing
     of such report, or (2) such other event has occurred which the Board of
     Directors may, in its sole discretion, by majority vote determine to
     constitute a change in control.

3. Effective January 1, 1996, Section 2 (e) "CODA" is amended by the addition
of the following phrase at the end of such section:

     "provided, however; that the Diamond Shamrock, Inc. 401(k)
     Retirement Savings Plan is specifically excluded from the
     definition of "CODA."

4.  Effective January 1, 1994, Section 8 is amended to read as follows:

     (a) Subject to the rights of general creditors as set forth in
     Section 12 and the right of the Corporation to discontinue the Plan
     as provided in Section 15(c), a Participant shall have a vested and
     nonforfeitable interest in the benefits payable under Sections 4,
     6, and 7 to the same extent and in the same manner as the
     Participant's benefits are vested under the CARIP, the ESIP, and
     the CODA, respectively.

     (b) Subject to the rights of general creditors as set forth in
     Section 12 and the right of the Corporation to discontinue the Plan
     as provided in Section 15(c), a Participant shall have a vested and
     nonforfeitable interest in the ESOP benefits payable under Section
     5 at the time the ESOP benefit is allocated to the Participant's
     ESOP account. 

5.  Section 9 is amended by the addition of the following sentence at the end
of such section:

     In the event a Participant's employment is terminated following a
     Change in Control, the Participant's accrued benefit shall be
     distributed in the form of a lump sum to the Participant within
     sixty (60) days of such termination.

6.  The first sentence of the fourth paragraph of Section 14(a) is amended by
deleting the phrase "Compensation Committee" and replacing it with "Benefit
Review Committee."

7.  Section 14(b) is amended by deleting the phrase "Compensation Committee"
from each place in which it appears in the Section and replacing it with
"Benefit Review Committee."
     
8.  Section 14 is further amended by adding new subsections (c) and  (d) as
follows:

     (c) The President, Chairman of the Board and Chief Executive Officer of
     the Corporation 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 14.  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 (d), below.
  
     (d) 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
     appealed from the Claims Coordinator 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.

     Except as provided otherwise, the foregoing amendments shall be
effective as of May 7, 1996.  Except as amended herein, the terms and
provisions of said Plan restated effective December 1, 1992, shall remain in
full force and effect.

     Executed this 22nd day of July, 1996.

                              DIAMOND SHAMROCK, INC.



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



W3133.LW