SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549

                               FORM S-8

                     REGISTRATION STATEMENT UNDER
                      THE SECURITIES ACT OF 1933


                        DIAMOND SHAMROCK, INC.
        (Exact name of registrant as specified in its charter)


           Delaware                             74-2456753             
                                              
(State or other jurisdiction of              (IRS Employer
 incorporation or organization)               Identification No.)


     9830 Colonnade Boulevard
      San Antonio, Texas                       78230    
(Address of Principal Executive              (Zip Code)
Offices)

                        DIAMOND SHAMROCK, INC.
                       LONG-TERM INCENTIVE PLAN
                       (Full title of the plan)

                         Timothy J. Fretthold
                 Senior Vice President/Group Executive
                          and General Counsel
                       9830 Colonnade Boulevard
                      San Antonio, Texas 78230         
                (Name and address of agent for service)

                            (210) 641-6800      
     (Telephone number, including area code, of agent for service)

________________________________________________________________________

Approximate date of proposed commencement of sales pursuant to the Plan: From
time to time after the effective date of this Registration Statement.
______________________________________________________________________
<PAGE>
                    Calculation of Registration Fee

______________________________________________________________________

Title of        Amount         Proposed      Proposed     Amount of    
securities      to be          maximum       maximum      registration
to be           registered     offering      aggregate    fee
registered                     price per     offering  
                               share         price
_______________________________________________________________________

Common          1,000,000      $27.188    $27,188,000.00   $9,374.42
Stock,
$.01 par
value
_______________________________________________________________________


*    Estimated solely for the purpose of computing the registration fee
     in accordance with Rule 457(h)(1) based on the market value of
     shares of Common Stock of Diamond Shamrock, Inc. (the "Company")
     ($27.188 per share, which is the average of the high and low sale
     prices thereof on the Composite Tape of the New York Stock Exchange
     on April 27, 1995.)

**   Includes associated preferred share purchase rights issuable
     pursuant to the Rights Agreement filed as Exhibit 4.2 hereto.

                                PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following documents filed with the Securities and Exchange Commission 
(the "Commission") are incorporated herein by reference: 

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, filed pursuant to Section 13(a) of the Securities Exchange 
Act of 1934, as amended (the "1934 Act").

     (b)  The Company's Current Reports on Form 8-K, dated January 25, 1995 and
February 6, 1995, and all other reports, if any, filed by the Company pursuant 
to Section 13(a) or 15(d) of the 1934 Act since the end of the fiscal year ended
December 31, 1994.

     (c)  The description of the Common Stock contained in the Company's
Registration Statement on Form 10 (File No. 1-9409), filed pursuant to Section 
12(b) of the 1934 Act, and any amendment or report filed for the purpose of
updating such information.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act subsequent to the filing of this Form S-8 Registration
Statement (the "Registration Statement") and prior to the filing of a
post-effective amendment which indicates that all securities offered have been 
sold or which deregisters all securities then remaining unsold shall be deemed 
to be incorporated by reference herein and to be a part hereof from the
respective dates of the filing of such documents.

Item 6.  Indemnification of Directors and Officers

     Under Delaware law, directors, officers, employees and other individuals 
may be indemnified against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement in connection with specified actions, suits
or proceedings, whether civil, criminal, administrative or investigative (other 
than an action by or in the right of the corporation (a "derivative action")) if
they acted in good faith and in a manner they reasonably believed to be in or 
not opposed to the best interests of the Company and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct 
was unlawful.  A similar standard of care is applicable in the case of a
derivative action, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense or settlement of
such an action and Delaware law requires court approval before there can be any
indemnification of expenses where the person seeking indemnification has been 
found liable to the Company.

     Article Tenth, Section 2 of the Certificate of Incorporation of the Company
(the "Certificate") provides generally for the Company to indemnify any person 
who was or is made a party or is threatened to be made a party to or is involved
in any action, suit or proceeding, whether civil, criminal, administrative or 
investigative (hereinafter a "proceeding"), by reason of the fact that he or
she, or a person of whom he or she is the legal representative, is or was a
director or officer of the Company or a subsidiary thereof or is or was serving 
at the request of the Company, joint venture, trust or other enterprise
including service with respect to employee benefit plans, whether the basis of 
such proceeding is alleged action in an official capacity as a director,
officer, partner, member or trustee or in any other capacity while so serving, 
to the fullest extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Company to provide broader
indemnification rights than such law prior to such amendment permitted the
Company to provide), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts 
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith.

     Article Tenth, Section 2(d) of the Certificate provides that the Company 
may maintain insurance, at its expense, to protect itself and any director,
officer, employee or agent of the Company or another corporation, partnership, 
joint venture, trust or other enterprise against any expense, liability or loss,
whether or not the Company would have the power to indemnify such person against
such expense, liability or loss under the Delaware General Corporation Law.

     The Company and each of its directors have entered into indemnification
agreements.  Pursuant to such agreements, each of the directors is entitled to
indemnification whether the director's acts, failures to act, neglect or breach 
of duty giving rise to the right to indemnity thereunder occurred prior to or
subsequent to the date of such agreement.  Such right, however, is not available
with respect to acts, failures to act, neglect or breaches of duty of a director
occurring prior to the date such person was elected as a director of the
Company.

     Such indemnification agreements attempt to specify the extent to which the
directors may receive indemnification under circumstances in which indemnity
would not otherwise be provided by Article Tenth.  Such agreements entitle the
directors to indemnification as expressly provided by Article Tenth and to
indemnification for any amount which a director is or becomes legally obligated 
to pay relating to or arising out of any claim made against such director
because of any act, failure to act or neglect or breach of duty, including any
actual or alleged error, misstatement or misleading statement, which such
director commits, suffers, permits or acquiesces in while acting in the
director's position with the Company.  The right to receive payments under such
agreements in excess of those expressly provided for in Article Tenth would not 
be permitted, however, in connection with any claim against a director:

     (i)  which results in a final, nonappealable order for the director
to pay a fine or similar governmental imposition which the Company is prohibited
by applicable law from paying; or

     (ii) to the extent based upon or attributable to the director gaining in 
fact a personal profit to which he or she was not legally entitled, including 
without limitation profits made from the purchase and sale by the director of 
equity securities of the Company which are recoverable by the Company pursuant 
to Section 16(b) of the 1934 Act and profits arising from transactions in
publicly traded securities of the Company which were effected by the director in
violation of Section 10(b) of the 1934 Act, including Rule 10b-5 promulgated
thereunder.

     Another purpose of the indemnification agreements is to provide the
directors with increased assurance of indemnification by prohibiting the Company
from adopting any amendment to the Company's Certificate or By-Laws which would 
have the effect of denying, diminishing or encumbering a director's
indemnification rights pursuant thereto or to the Delaware Law or any other law 
as applied to any act or failure to act occurring in whole or in part prior to 
the effective date of such amendment.

     The Company and certain of its officers have entered into indemnification
agreements similar to those described above with directors.

     The Company has purchased and maintains insurance on behalf of any person 
who is or was a director or officer against any loss arising from any claim
asserted against him and incurred by him in any such capacity, subject to
certain exclusions.

Item 8.  Exhibits

     4.1  Diamond Shamrock, Inc. Long-Term Incentive Plan, as amended.

     4.2  Rights Agreement between the Company and Ameritrust Company,
          National Association, as Rights Agent, dated March 6, 1990
          (Exhibit 2 to the Company's Form 8-A Registration Statement
          dated March 6, 1990 (the "Form 8-A"))*.

     4.3  Certificate of Incorporation of the Company (Exhibit 3.1 to the 
          Company's Form 10 Registration Statement No. 1-9409 (the "Form 10")),
          as amended by a Certificate of Designations Establishing $2.00
          Convertible Exchangeable Preferred Stock (an amended form of which is
          Exhibit 4.3 to the Company's Form S-1 Registration Statement No.
          33-21991) and by a Certificate of Designations Establishing Series A 
          Junior Participating Preferred Stock (a form of which is Exhibit 3 to
          the Company's Form 8-A).*

     4.4  By-laws of the Company (Exhibit 3.2 to the Form 10).*

     5.1  Opinion of Timothy J. Fretthold, Esq. with respect to the
          legality of the Company's securities being registered.

    23.1  Consent of Price Waterhouse LLP.

    23.2  Consent of Timothy J. Fretthold, Esq. (included in Exhibit
          5.1).

    24.1  Powers of Attorney of directors and officers of the Company.

    24.2  Certificate regarding resolutions of the Board of Directors of
          the Company.

     * Each document marked by an asterisk is incorporated herein by reference 
to the designated document previously filed with the Commission.

Item 9.  Undertakings

A.  The Company hereby undertakes

     (1)  to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement (a) to include any
prospectus required by Section 10(a) (3) of the Securities and Exchange Act of 
1933, as amended (the "1933 Act"), (b) to reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement (or the 
most recent post-effective amendment hereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth in this
Registration Statement, and (c) to include any material information with respect
to the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;

     (2)  that, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and

     (3)  to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

B.  The Company hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated
by reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.

C.   Insofar as indemnification for liabilities arising under the 1933 Act may 
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions or otherwise, the Company is advised that, 
in the opinion of the Commission, such indemnification is against public policy 
as expressed in the 1933 Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit 
or proceeding) is asserted by a director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of counsel for the Company the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.
                              SIGNATURES

Pursuant to the requirements of the 1933 Act, the Company certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing 
on Form S-8 and has duly caused this Registration Statement to be signed on its 
behalf by the undersigned, thereunto duly authorized, in the City of San
Antonio, Texas, on the 2nd day of May, 1995.

                              DIAMOND SHAMROCK, INC.

                              By: * R.R. Hemminghaus                
                                   Chairman of the Board and 
                                   Chief Executive Officer

Pursuant to the requirements of the 1933 Act, this Registration Statement has 
been signed by the following persons in the capacities and on the date
indicated:

     Signature                Title                    Date

     *R.R. HEMMINGHAUS        Chairman of the Board    May 2, 1995
                              and Chief Executive
                              Officer
                          
     *R.C. BECKER             Vice President and       May 2, 1995
                              Treasurer (Principal
                              Financial Officer)

     *GARY E. JOHNSON         Vice President and       May 2, 1995
                              Controller(Principal
                              Accounting Officer)
     
     *B. CHARLES AMES         Director                 May 2, 1995

     *E. GLENN BIGGS          Director                 May 2, 1995

     *W.E. BRADFORD           Director                 May 2, 1995

     *LAURO F. CAVAZOS        Director                 May 2, 1995

     *W.H. CLARK              Director                 May 2, 1995

     *WILLIAM L. FISHER       Director                 May 2, 1995

     *BOB MARBUT              Director                 May 2, 1995

     *KATHERINE D. ORTEGA     Director                 May 2, 1995



Timothy J. Fretthold, by signing his name hereto, does hereby sign this
Registration Statement on Form S-8 on behalf of Diamond Shamrock, Inc. and 
each of the above-named officers and directors of Diamond Shamrock, Inc. 
pursuant to powers of attorney executed on behalf of the Company and each of
such officers and directors.


*By: /s/ Timothy J. Fretthold
     Attorney-in-fact
                                     May 2, 1995


W2165a.LW
<PAGE>
                                INDEX TO EXHIBITS

Exhibit
No. 
                                Exhibit


4.1     Diamond Shamrock, Inc. Long-Term Incentive Plan, as amended

4.2     Rights Agreement between the Company and Ameritrust Company,
        National Association, as Rights Agent, dated March 6, 1990
        (Exhibit 2 to the Company's Form 8-A Registration Statement
        dated March 6, 1990 (the "Form 8-A"))*

4.3     Certificate of Incorporation of the Company (Exhibit 3.1 to the
        Company's Form 10 Registration Statement No. 1-9409 (the "Form 10")),
        as amended by a Certificate of Designations Establishing $2.00
        Convertible Exchangeable Preferred Stock (an amended form of which is 
        Exhibit 4.3 to the Company's Form S-1 Registration Statement No.
        33-21991) and by a Certificate of Designations of Series A Junior 
        Participating Preferred Stock (a form of which is Exhibit 3 to the
        Company's Form 8-A)*

4.4     By-laws of the Company (Exhibit 3.2 to the Form 10)*

5.1     Opinion of Timothy J. Fretthold, Esq. with respect to the legality of
        the Company's securities being registered

23.1    Consent of Price Waterhouse LLP

23.2    Consent of Timothy J. Fretthold, Esq. (included in Exhibit 5.1)

24.1    Powers of Attorney of directors and officers of the Company

24.2    Certificate regarding resolutions of the Board of Directors of the
        Company

*    Each document marked by an asterisk is incorporated herein by reference to
the designated document previously filed with the Commission.
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SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549

                               FORM S-8

                     REGISTRATION STATEMENT UNDER
                      THE SECURITIES ACT OF 1933

                        DIAMOND SHAMROCK, INC.
        (Exact name of registrant as specified in its charter)

           Delaware                             74-2456753             
                                              
(State or other jurisdiction of              (IRS Employer
 incorporation or organization)               Identification No.)

     9830 Colonnade Boulevard
      San Antonio, Texas                       78230    
(Address of Principal Executive              (Zip Code)
Offices)

                        DIAMOND SHAMROCK, INC.
                       LONG-TERM INCENTIVE PLAN
                       (Full title of the plan)

                         Timothy J. Fretthold
                 Senior Vice President/Group Executive
                          and General Counsel
                       9830 Colonnade Boulevard
                      San Antonio, Texas 78230         
                (Name and address of agent for service)

                            (210) 641-6800      
     (Telephone number, including area code, of agent for service)

________________________________________________________________________

Approximate date of proposed commencement of sales pursuant to the Plan: From
time to time after the effective date of this Registration Statement.
______________________________________________________________________
Calculation of Registration Fee

______________________________________________________________________

Title of        Amount         Proposed      Proposed     Amount of    
securities      to be          maximum       maximum      registration
to be           registered     offering      aggregate    fee
registered                     price per     offering  
                               share         price
_______________________________________________________________________

Common          1,000,000      $27.188    $27,188,000.00   $9,374.42
Stock,
$.01 par
value
_______________________________________________________________________

*    Estimated solely for the purpose of computing the registration fee
     in accordance with Rule 457(h)(1) based on the market value of
     shares of Common Stock of Diamond Shamrock, Inc. (the "Company")
     ($27.188 per share, which is the average of the high and low sale
     prices thereof on the Composite Tape of the New York Stock Exchange
     on April 27, 1995.)

**   Includes associated preferred share purchase rights issuable
     pursuant to the Rights Agreement filed as Exhibit 4.2 hereto.

                                PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following documents filed with the Securities and Exchange Commission 
(the "Commission") are incorporated herein by reference: 

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, filed pursuant to Section 13(a) of the Securities Exchange 
Act of 1934, as amended (the "1934 Act").

     (b)  The Company's Current Reports on Form 8-K, dated January 25, 1995 and
February 6, 1995, and all other reports, if any, filed by the Company pursuant 
to Section 13(a) or 15(d) of the 1934 Act since the end of the fiscal year ended
December 31, 1994.

     (c)  The description of the Common Stock contained in the Company's
Registration Statement on Form 10 (File No. 1-9409), filed pursuant to Section 
12(b) of the 1934 Act, and any amendment or report filed for the purpose of
updating such information.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act subsequent to the filing of this Form S-8 Registration
Statement (the "Registration Statement") and prior to the filing of a
post-effective amendment which indicates that all securities offered have been 
sold or which deregisters all securities then remaining unsold shall be deemed 
to be incorporated by reference herein and to be a part hereof from the
respective dates of the filing of such documents.

Item 6.  Indemnification of Directors and Officers

     Under Delaware law, directors, officers, employees and other individuals 
may be indemnified against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement in connection with specified actions, suits
or proceedings, whether civil, criminal, administrative or investigative (other 
than an action by or in the right of the corporation (a "derivative action")) if
they acted in good faith and in a manner they reasonably believed to be in or 
not opposed to the best interests of the Company and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct 
was unlawful.  A similar standard of care is applicable in the case of a
derivative action, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense or settlement of
such an action and Delaware law requires court approval before there can be any
indemnification of expenses where the person seeking indemnification has been 
found liable to the Company.

     Article Tenth, Section 2 of the Certificate of Incorporation of the Company
(the "Certificate") provides generally for the Company to indemnify any person 
who was or is made a party or is threatened to be made a party to or is involved
in any action, suit or proceeding, whether civil, criminal, administrative or 
investigative (hereinafter a "proceeding"), by reason of the fact that he or
she, or a person of whom he or she is the legal representative, is or was a
director or officer of the Company or a subsidiary thereof or is or was serving 
at the request of the Company, joint venture, trust or other enterprise
including service with respect to employee benefit plans, whether the basis of 
such proceeding is alleged action in an official capacity as a director,
officer, partner, member or trustee or in any other capacity while so serving, 
to the fullest extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Company to provide broader
indemnification rights than such law prior to such amendment permitted the
Company to provide), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts 
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith.

     Article Tenth, Section 2(d) of the Certificate provides that the Company 
may maintain insurance, at its expense, to protect itself and any director,
officer, employee or agent of the Company or another corporation, partnership, 
joint venture, trust or other enterprise against any expense, liability or loss,
whether or not the Company would have the power to indemnify such person against
such expense, liability or loss under the Delaware General Corporation Law.

     The Company and each of its directors have entered into indemnification
agreements.  Pursuant to such agreements, each of the directors is entitled to
indemnification whether the director's acts, failures to act, neglect or breach 
of duty giving rise to the right to indemnity thereunder occurred prior to or
subsequent to the date of such agreement.  Such right, however, is not available
with respect to acts, failures to act, neglect or breaches of duty of a director
occurring prior to the date such person was elected as a director of the
Company.

     Such indemnification agreements attempt to specify the extent to which the
directors may receive indemnification under circumstances in which indemnity
would not otherwise be provided by Article Tenth.  Such agreements entitle the
directors to indemnification as expressly provided by Article Tenth and to
indemnification for any amount which a director is or becomes legally obligated 
to pay relating to or arising out of any claim made against such director
because of any act, failure to act or neglect or breach of duty, including any
actual or alleged error, misstatement or misleading statement, which such
director commits, suffers, permits or acquiesces in while acting in the
director's position with the Company.  The right to receive payments under such
agreements in excess of those expressly provided for in Article Tenth would not 
be permitted, however, in connection with any claim against a director:

     (i)  which results in a final, nonappealable order for the director
to pay a fine or similar governmental imposition which the Company is prohibited
by applicable law from paying; or

     (ii) to the extent based upon or attributable to the director gaining in 
fact a personal profit to which he or she was not legally entitled, including 
without limitation profits made from the purchase and sale by the director of 
equity securities of the Company which are recoverable by the Company pursuant 
to Section 16(b) of the 1934 Act and profits arising from transactions in
publicly traded securities of the Company which were effected by the director in
violation of Section 10(b) of the 1934 Act, including Rule 10b-5 promulgated
thereunder.

     Another purpose of the indemnification agreements is to provide the
directors with increased assurance of indemnification by prohibiting the Company
from adopting any amendment to the Company's Certificate or By-Laws which would 
have the effect of denying, diminishing or encumbering a director's
indemnification rights pursuant thereto or to the Delaware Law or any other law 
as applied to any act or failure to act occurring in whole or in part prior to 
the effective date of such amendment.

     The Company and certain of its officers have entered into indemnification
agreements similar to those described above with directors.

     The Company has purchased and maintains insurance on behalf of any person 
who is or was a director or officer against any loss arising from any claim
asserted against him and incurred by him in any such capacity, subject to
certain exclusions.

Item 8.  Exhibits

     4.1  Diamond Shamrock, Inc. Long-Term Incentive Plan, as amended.

     4.2  Rights Agreement between the Company and Ameritrust Company,
          National Association, as Rights Agent, dated March 6, 1990
          (Exhibit 2 to the Company's Form 8-A Registration Statement
          dated March 6, 1990 (the "Form 8-A"))*.

     4.3  Certificate of Incorporation of the Company (Exhibit 3.1 to the 
          Company's Form 10 Registration Statement No. 1-9409 (the "Form 10")),
          as amended by a Certificate of Designations Establishing $2.00
          Convertible Exchangeable Preferred Stock (an amended form of which is
          Exhibit 4.3 to the Company's Form S-1 Registration Statement No.
          33-21991) and by a Certificate of Designations Establishing Series A 
          Junior Participating Preferred Stock (a form of which is Exhibit 3 to
          the Company's Form 8-A).*

     4.4  By-laws of the Company (Exhibit 3.2 to the Form 10).*

     5.1  Opinion of Timothy J. Fretthold, Esq. with respect to the
          legality of the Company's securities being registered.

    23.1  Consent of Price Waterhouse LLP.

    23.2  Consent of Timothy J. Fretthold, Esq. (included in Exhibit
          5.1).

    24.1  Powers of Attorney of directors and officers of the Company.

    24.2  Certificate regarding resolutions of the Board of Directors of
          the Company.

     * Each document marked by an asterisk is incorporated herein by reference 
to the designated document previously filed with the Commission.

Item 9.  Undertakings

A.  The Company hereby undertakes

     (1)  to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement (a) to include any
prospectus required by Section 10(a) (3) of the Securities and Exchange Act of 
1933, as amended (the "1933 Act"), (b) to reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement (or the 
most recent post-effective amendment hereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth in this
Registration Statement, and (c) to include any material information with respect
to the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;

     (2)  that, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and

     (3)  to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

B.  The Company hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated
by reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.

C.   Insofar as indemnification for liabilities arising under the 1933 Act may 
be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions or otherwise, the Company is advised that, 
in the opinion of the Commission, such indemnification is against public policy 
as expressed in the 1933 Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit 
or proceeding) is asserted by a director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of counsel for the Company the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.
                              SIGNATURES

Pursuant to the requirements of the 1933 Act, the Company certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing 
on Form S-8 and has duly caused this Registration Statement to be signed on its 
behalf by the undersigned, thereunto duly authorized, in the City of San
Antonio, Texas, on the 2nd day of May, 1995.

                              DIAMOND SHAMROCK, INC.

                              By: * R.R. Hemminghaus                
                                   Chairman of the Board and 
                                   Chief Executive Officer

Pursuant to the requirements of the 1933 Act, this Registration Statement has 
been signed by the following persons in the capacities and on the date
indicated:

     Signature                Title                    Date

     *R.R. HEMMINGHAUS        Chairman of the Board    May 2, 1995
                              and Chief Executive
                              Officer
                          
     *R.C. BECKER             Vice President and       May 2, 1995
                              Treasurer (Principal
                              Financial Officer)

     *GARY E. JOHNSON         Vice President and       May 2, 1995
                              Controller(Principal
                              Accounting Officer)
     
     *B. CHARLES AMES         Director                 May 2, 1995

     *E. GLENN BIGGS          Director                 May 2, 1995

     *W.E. BRADFORD           Director                 May 2, 1995

     *LAURO F. CAVAZOS        Director                 May 2, 1995

     *W.H. CLARK              Director                 May 2, 1995

     *WILLIAM L. FISHER       Director                 May 2, 1995

     *BOB MARBUT              Director                 May 2, 1995

     *KATHERINE D. ORTEGA     Director                 May 2, 1995

Timothy J. Fretthold, by signing his name hereto, does hereby sign this
Registration Statement on Form S-8 on behalf of Diamond Shamrock, Inc. and 
each of the above-named officers and directors of Diamond Shamrock, Inc. 
pursuant to powers of attorney executed on behalf of the Company and each of
such officers and directors.

*By: /s/ Timothy J. Fretthold
     Attorney-in-fact
                                     May 2, 1995

W2165a.LW
INDEX TO EXHIBITS

Exhibit
No. 
                                Exhibit

4.1     Diamond Shamrock, Inc. Long-Term Incentive Plan, as amended

4.2     Rights Agreement between the Company and Ameritrust Company,
        National Association, as Rights Agent, dated March 6, 1990
        (Exhibit 2 to the Company's Form 8-A Registration Statement
        dated March 6, 1990 (the "Form 8-A"))*

4.3     Certificate of Incorporation of the Company (Exhibit 3.1 to the
        Company's Form 10 Registration Statement No. 1-9409 (the "Form 10")),
        as amended by a Certificate of Designations Establishing $2.00
        Convertible Exchangeable Preferred Stock (an amended form of which is 
        Exhibit 4.3 to the Company's Form S-1 Registration Statement No.
        33-21991) and by a Certificate of Designations of Series A Junior 
        Participating Preferred Stock (a form of which is Exhibit 3 to the
        Company's Form 8-A)*

4.4     By-laws of the Company (Exhibit 3.2 to the Form 10)*

5.1     Opinion of Timothy J. Fretthold, Esq. with respect to the legality of
        the Company's securities being registered

23.1    Consent of Price Waterhouse LLP

23.2    Consent of Timothy J. Fretthold, Esq. (included in Exhibit 5.1)

24.1    Powers of Attorney of directors and officers of the Company

24.2    Certificate regarding resolutions of the Board of Directors of the
        Company

*    Each document marked by an asterisk is incorporated herein by reference to
the designated document previously filed with the Commission.