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                                      Exhibit 10(l)
  
  
  (LOGO HERE)               PERFORMANCE INCENTIVE PLAN
  --------------------------------------------------------------
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  PLAN DESCRIPTION
  
  The 1998 PERFORMANCE INCENTIVE PLAN is designed to
  recognize and reward eligible employees by sharing
  in the financial achievements of the Company.  The
  program forges a stronger link between pay and
  Company performance and sharpens the Company's focus
  on business goals.  It provides an opportunity for
  salaried employees to share in the added value they
  create by superior group effort.  The Plan Year for
  measuring financial and operational results is
  calendar year 1998.
  
  
  PARTICIPATION
  
  Employees are eligible to participate in the Plan if
  they meet all the following criteria:
     
                           1.  They are a regular full-
     time or part-time salaried employee in an
     eligible position for 90 days prior to December
     31, 1998.
     
                           2.  They receive a
     "Proficient" or higher performance appraisal
     rating.
  
  FULL AWARD
  
  In addition to employees who participate in the
  Plan for a full Plan Year, certain employees, who
  meet any of the following criteria, will also be
  eligible for a full award provided they have no
  other deductible time.
     
     1.  Employees who receive Accident and Sickness
        Benefits for less than 90 days during the Plan
        Year.
     
     2.  Employees hired, promoted or transferred into
        an eligible position before April 1, 1998.
     
     3.  Employees called to active military duty
        during the Plan Year.
     
  PRORATED AWARDS
  
  The Plan award will be prorated for certain
  employees who first meet the basic eligibility
  requirements above, including:
     
     1.   Employees hired, promoted or transferred into
        an eligible position during the second or
        third quarter of the Plan Year.
     
     2.   Employees whose employment ends due to
        retirement or death during the Plan Year.
     
     3.   Employees who leave the Company due to long-
        term disability prior to December 31, 1998.
     
     4.   Employees who receive Accident and Sickness
        benefits for more than 90 days or who are on
        paid or unpaid leave of absence for any other
        reason for more than 90 days during the Plan
        Year.
     
     5.   Part-time employees.  Calculation of
        incentive payments to part-time employees is
        based upon the standard work schedule and
        annualized base salary.  Awards are calculated
        on scheduled hours.
     
  INELIGIBILITY
  
  The Plan is not available to:
  
     1.   Employees whose employment is terminated during
         the Plan Year for any reason other than
         retirement, death, or disability.
     
     2.   Employees on disciplinary probation for any
         portion of the Plan Year.
     
     3.   Employees whose job performance during the Plan
         Year is evaluated as "Needs Improvement" or
         "Unsatisfactory."
     
     4.   Employees not on active status on the date
         incentive payments are made.
     
     5.   Employees hired, promoted or transferred into an
         eligible position on or after October 1,1998.
  
     PLAN AWARD DESCRIPTION
     
     The 1998 PERFORMANCE INCENTIVE PLAN provides
     participants with annual incentive pay based upon
     the attainment of specific Corporate and Business
     Unit financial performance measures.  Performance
     measures are determined using EBITDAAL at
     Threshold, Target, and Ceiling levels.
     
     EBITDAAL is defined as earnings before interest,
     taxes, depreciation, amortization, abandonments,
     and LIFO accounting adjustments. Awards are
     dependent upon the achieved level of Corporate
     and Business Unit performance against these
     financial objectives, and each employee's'
     individual award opportunity percentage. The
     award opportunity percentage that applies is
     based on an employee's' permanent position and is
     expressed as a percentage of  annualized base
     salary. No incentive is earned for performance
     below Threshold
     
  
     KEY ELEMENTS
  
  1.   There are two levels of participation within
      the Plan:  Corporate and Business Unit.
      Employees in the Pasadena refinery, Tyler
      refinery, the Wholesale Sales and Terminals
      organization and Supply and Transportation
      organization have been assigned to the Refining
      Business Unit, and they will have a single
      Refining scorecard.  Those employees within the
      organization directed by the Senior Vice
      President, Marketing are in the Marketing
      Business Unit, which will have a single
      Marketing scorecard. The Corporate support
      staffs and Shared Services staffs play a vital
      role in the success of both Business Units and
      the Corporation as a whole.  Accordingly,
      employees in these groups will have their
      incentive payments based on total Corporate
      performance as measured by a single Corporate
      scorecard.
  
  2.   Awards for participants of the Plan at the
      Business Unit level will be determined 730% by
      Corporate results and 370% by Business Unit
      results as measured by each applicable
      scorecard.  NO BONUS POOL IS CREATED AT THE
      CORPORATE OR BUSINESS UNIT LEVEL UNTIL THE
      CORPORATE THRESHOLD EBITDAAL AMOUNT  IS MET.
  
  3.   Awards are paid in the form of a one-time,
      lump sum cash payment.  Interpolation will be
      used to determine actual awards when
      performance on any goal falls between
      Threshold, Target, and Ceiling levels.
  
  
  The 1998 Corporate and Business Unit scorecards
  showing Threshold, Target, and Ceiling EBITDAAL
  levels are as follows:
  
  <TABLE>
  <CAPTION>
  
  Corporate Scorecard
  -------------------
  
 Threshold     Target      Ceiling
 <S>           <C>         <C>
 $4039         $5048       $652
 million       million     million
                           
  </TABLE>
  
  <TABLE>
  <CAPTION>
  
  Refining Scorecard
  ------------------
 Threshold     Target      Ceiling
 <S>           <C>         <C>
 $27 million   $330        $42
               million     million
                           
  </TABLE>
  
  <TABLE>
  <CAPTION>
  
  Marketing Scorecard
  -------------------
 Threshold     Target      Ceiling
 <S>           <C>         <C>
 $13 million   $178        $233
               million     million
                           
  </TABLE>
  
  CALCULATION OF AWARDS
  
  The individual award opportunity percentage
  that applies is based on an employee's
  permanent position and is expressed as a
  percentage of annualized base salary, exclusive
  of overtime or any other premium pay, as of
  December 31, 1998.  See the attached Annex for
  illustrated examples of award calculations.
  
  INCLUSION OF OVERTIME PAY
  
  Award payments will be used in determining
  eligible non-exempt employees equivalent
  overtime rate of pay for overtime hours worked
  during the Plan Year.  Such incremental
  overtime payment will be paid as soon as
  practical after the incentive award payment and
  is subject to appropriate tax withholding.
  
  EFFECTS ON BENEFITS
  
  Award payments will be included in the
  calculation of pension accruals under the
  Pension Plan.  Award payments are not eligible
  for contribution to the Savings Plans nor will
  they be included in the calculation of
  insurance benefits or payments under any other
  benefit plan.
  
  
  TAX TREATMENT OF INCENTIVE PAYMENTS
  
  All incentive earnings are considered taxable
  income in the year in which they are paid.
  Appropriate federal, state, and local taxes
  will be withheld at the rates in effect at the
  time of payment.
  
  
  APPROVALS

     1.   Corporate performance measures, targets, and
        award levels for all officers are subject to
        approval by the Executive Compensation and
        Bonus Committee of the Board of Directors.
     
     2.   The Chairman and Chief Executive Officer
        approves Business Unit performance measures
        and targets.

  
     ADJUSTMENTS
     
     To avoid distortion in the operation of the
     Plan and to assure the incentive features of
     the Plan, the Company reserves the right to
     adjust the level of payment to compensate for
     or reflect in any extraordinary changes which
     may have occurred during the Plan Year which
     significantly alter the basis upon which
     performance levels were determined.
     
     ADMINISTRATION, AMENDMENTS, AND TERMINATION
     
     The Company has the full power, in its sole
     discretion,  to administer and interpret the
     Plan and to establish rules for its operation.
     The Company may also modify, amend, or
     terminate the Plan at any time without prior
     notice.
     
     Nothing contained in this Plan or in any other
     documents relating to the Plan is intended to
     confer any right to continue in the employ of
     the Company, or to constitute a contract, or
     in any way limit the right of the Company to
     change an individual's compensation, or to
     terminate the employment of any person with or
     without cause.