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                                                                      EXHIBIT 23
 
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 (No. 33-45397) of
Shell Oil Company of our report dated February 9, 1994 appearing on page 32 of
this Form 10-K.
 
PRICE WATERHOUSE
Houston, Texas
March 24, 1994
 
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