Exhibit 10.8

               AMENDMENT TO DIAMOND SHAMROCK, INC.
                  1987 LONG TERM INCENTIVE 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 11 is added as follows:

     The Plan and any claims of all Participants, with the
     sole exception of non-employee Directors, 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 of
     a Participant (other than a non-employee Director) has
     been filed with the Committee, the Committee has
     responded to the claim, and the claimant desires to
     appeal the decision of the Committee, such appeal must be
     conducted solely within the limitations and procedures of
     Dialogue.
     
     The foregoing amendment shall be effective as of May 7, 1996. 
Except as amended herein and by that amendment dated June 2, 1987,
the terms and provisions of said Plan 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


W3143.LW