Exhibit 23.4
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                             Accountants' Consent
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The Board of Directors
Lion Oil Company:


We consent to the use of our report relating to the consolidated balance sheets 
of Lion Oil Company as of April 30, 1995 and 1994, and the related consolidated 
statements of earnings, stockholder's equity, and cash flows for each of the 
years in the three-year period ended April 30, 1995 included herein and to the 
reference to our firm under the heading "Experts" in the prospectus.


                                       KPMG Peat Marwick LLP


Jackson, Mississippi
May 9, 1996