SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
DIAMOND SHAMROCK, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
252747 10 0
(CUSIP Number)
Check the following box if a fee is being paid with this
statement. ____ (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 252747 10 0
1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons
Diamond Shamrock, Inc. Employee Stock Ownership Plan I
and
Diamond Shamrock, Inc. Employee Stock Ownership Plan II
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) (b) x
3) SEC Use Only
4) Citizenship or Place of Organization Texas
Number of Shares (5) Sole Voting Power -0- shares
------------------------------------------
Beneficially Owned (6) Shared Voting Power -0- shares
------------------------------------------
by Each Reporting (7) Sole Dispositive Power -0- shares
------------------------------------------
Person With (8) Shared Dispositive Power -0- shares
9) Aggregate Amount Beneficially Owned by Each Reporting
Person
3,574,691 shares
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
11) Percent of Class Represented by Amount in Row 9 12.4%
12) Type of Reporting Person (See Instructions) EP
CUSIP No. 252747 10 0
1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons
Diamond Shamrock, Inc. Employee Stock Ownership Plan I
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) (b) x
3) SEC Use Only
4) Citizenship or Place of Organization Texas
Number of Shares (5) Sole Voting Power -0- shares
------------------------------------------
Beneficially Owned (6) Shared Voting Power -0- shares
------------------------------------------
by Each Reporting (7) Sole Dispositive Power -0- shares
------------------------------------------
Person With (8) Shared Dispositive Power -0- shares
9) Aggregate Amount Beneficially Owned by Each Reporting
Person
2,128,534 shares
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
11) Percent of Class Represented by Amount in Row 9 7.4%
12) Type of Reporting Person (See Instructions) EP
CUSIP No. 252747 10 0
1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons
Diamond Shamrock, Inc. Employee Stock Ownership Plan II
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) (b) x
3) SEC Use Only
4) Citizenship or Place of Organization Texas
Number of Shares (5) Sole Voting Power -0- shares
------------------------------------------
Beneficially Owned (6) Shared Voting Power -0- shares
------------------------------------------
by Each Reporting (7) Sole Dispositive Power -0- shares
------------------------------------------
Person With (8) Shared Dispositive Power -0- shares
9) Aggregate Amount Beneficially Owned by Each Reporting
Person
1,446,157 shares
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
11) Percent of Class Represented by Amount in Row 9 5.0%
12) Type of Reporting Person (See Instructions) EP
Item 1(a) Name of Issuer:
Diamond Shamrock, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
9830 Colonnade Boulevard,
San Antonio, Texas 78230
Item 2(a) Name of Person Filing:
See Item 1 of the attached cover pages
Item 2(b) Address of Principal Business Office or, if none,
Residence:
9830 Colonnade Boulevard,
San Antonio, Texas 78230
Item 2(c) Citizenship:
Texas
Item 2(d) Title of Class of Securities:
Common Stock, $.01 par value
Item 2(e) CUSIP Number:
252747 10 0
Item 3 If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b), check whether the
person filing is a:
(f) [x] Employee Benefit Plan, Pension Fund
which is subject to the provisions of the
Employee Retirement Income Security Act of
1974 or Endowment Fund;
Item 4 Ownership.
(a) Amount Beneficially Owned:
See Item 9 of the attached cover pages
(b) Percent of class:
See Item 11 of the attached cover pages
(c) Number of shares as to which such person
has:
See items 5 through 8 of the attached cover
pages
Pursuant to Section 16.02(b)(1) of the Diamond
Shamrock, Inc. Employee Stock Ownership Plan I
(the "ESOP I") and of the Diamond Shamrock, Inc.
Employee Stock Ownership Plan II (the "ESOP II"),
each participant in the ESOP I and ESOP II is
entitled to instruct Society National Bank (the
"Trustee") in the manner of voting the number of
shares of Common Stock of the Company which have
been allocated to the participant's account in
each plan. As of December 31, 1993, 1,343,368
shares of Common Stock of the Company have been
so allocated in ESOP I and 246,214 in ESOP II.
Pursuant to Section 16.02(b)(2) of each plan,
each participant is entitled to instruct the
Trustee with respect to the voting of a portion
of the shares of Common Stock in each plan that
are not allocated to the account of any
participant and the shares of Common Stock that
are allocated but for which no instructions were
timely received by the Trustee. The number of
such shares in each plan to which the
participant's voting directions shall apply shall
be based on the ratio of the number of votes
attributable to the shares of Common Stock
allocated to the participant's account to the
total number of votes attributable to the shares
of Common Stock allocated to the accounts of all
participants who furnish voting directions.
Pursuant to Section 16.03 of each plan, if any
offer (including without limitation a tender or
exchange offer within the meaning of the
Securities Exchange Act of 1934) for shares of
Common Stock is received by the Trustee, each
participant in each plan may direct the Trustee
to tender or not tender the shares of Common
Stock allocated to such participant's accounts
under the plans. In addition each participant
may direct the Trustee to tender or not tender a
portion of the shares of Common Stock not
allocated to the account of any participant. The
number of such shares in each plan to which the
participant's instructions regarding an offer
shall apply shall be based on the ratio of the
number of shares allocated to the participant's
account to the total number of shares allocated
to the accounts of all participants.
Under limited circumstances such as a
diversification election by an eligible
participant or upon a distribution, if so
elected, a participant may give instructions
regarding his account in the ESOP I or the ESOP
II which may result in the transfer of certain
shares by the Trustee.
Item 5 Ownership of Five Percent or Less of a Class.
Not applicable
Item 6 Ownership of More than Five Percent on Behalf of
Another Person.
Participants in the ESOP I and ESOP II have the
right, pursuant to the terms of each plan, upon
the distribution of a participant's accounts, to
elect that distribution be made in the form of
cash. Pursuant to such election, a participant
is entitled to receive the proceeds from the sale
of shares of Common Stock in such participant's
accounts.
Item 7 Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company.
Not applicable
Item 8 Identification and Classification of Members of
the Group.
Not applicable
Item 9 Notice of Dissolution of Group.
Not applicable
Item 10 Certification.
Not applicable.
The filing of this statement shall not be construed as an
admission that the Diamond Shamrock, Inc. Employee Stock
Ownership Plan I or the Diamond Shamrock, Inc. Employee Stock
Ownership Plan II is, for the purposes of Section 13(d) or 13(g)
of the Securities Exchange Act of 1934, as amended, the
beneficial owner of any securities covered by this statement.
Signatures.
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: March 31, 1994
DIAMOND SHAMROCK, INC.
EMPLOYEE STOCK OWNERSHIP PLAN I
By: /s/ Timothy J. Fretthold
Timothy J. Fretthold,
Member of Employee
Benefits Committee
DIAMOND SHAMROCK, INC.
EMPLOYEE STOCK OWNERSHIP PLAN II
By: /s/ Timothy J. Fretthold
Timothy J. Fretthold,
Member of Employee
Benefits Committee
