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                                                                    EXHIBIT 23.2
 
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
     We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-4 of our report dated March 11, 1998, except as
to the second paragraph to Note 11 which is as of July 10, 1998, relating to the
financial statements of Excel Paralubes, which appears in such Prospectus.
 
PRICEWATERHOUSECOOPERS LLP
 
Houston, Texas
August 10, 1998