As filed with the Securities and Exchange Commission on December 31, 1996

                    SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549               

                                 FORM S-8

                       REGISTRATION STATEMENT UNDER
                        THE SECURITIES ACT OF 1933

                   ULTRAMAR DIAMOND SHAMROCK CORPORATION
          (Exact name of registrant as specified in its charter)

      Delaware                                  13-3663331               
(State of Incorporation)                      (IRS Employer
                                              Identification No.)

                         9830 Colonnade Boulevard
                         San Antonio, Texas  78230
                 (Address of principal executive offices)

           DIAMOND SHAMROCK, INC. 1987 LONG-TERM INCENTIVE PLAN,
           DIAMOND SHAMROCK, INC. LONG-TERM INCENTIVE PLAN
                         (Full title of the plan)

                         Patrick J. Guarino, Esq.
         Executive Vice President, General Counsel, and Secretary
                   Ultramar Diamond Shamrock Corporation
                         9830 Colonnade Boulevard
                        San Antonio, Texas 78230         
                              (210) 641-6488      
                   (Name, address and telephone number,
                including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE

Title of          Amount      Proposed        Proposed         Amount of
securities to     to be       maximum         maximum          registration
be registered(1)  registered  offering        aggregate        fee 
                              price per       offering
                              share           price 

Common Stock,      17,340     $31.188(2)      $   540,792(2)    $  164(2)
par value $.01                        
per share         802,325        (3)          $19,956,741(3)    $6,048(3)  
___________________________________________________________________________

(1)  Includes associated rights to purchase Ultramar Diamond Shamrock
Corporation Common Stock exercisable only upon the occurrence of certain
events.

(2)  Pursuant to Rule 457(h) and Rule 457(c), the proposed maximum offering
price per share and the registration fee are based on the reported average
of the high and low prices for Ultramar Diamond Shamrock Corporation Common
Stock on the New York Stock Exchange on December 23, 1996.

(3)  Pursuant to Rule 457(h), the proposed maximum offering price per share
and the registration fee are based upon the prices at which options may be
exercised.
<PAGE>
                              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") by Ultramar Diamond Shamrock
Corporation, formerly Ultramar Corporation (the "Company") are
incorporated herein by reference:

     (a)  The Company's 1995 Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, filed pursuant to Section 13(a)
of the Securities Exchange Act of 1934, as amended (the "1934 Act");

     (b)  The Company's Quarterly Reports on (1) Form 10-Q for the
quarter ended March 31, 1996, (2) on Form 10-Q/A for the quarter
ended June 30, 1996, and (3) on Form 10-Q for the quarter ended
September 30, 1996;

     (c)  The Company's Current Report on Form 8-K dated September
22, 1996, and the Company's two Current Reports on Form 8-K, both
dated December 3, 1996; and

     (d)  The description of Common Stock of the Company contained
in the Company's Registration Statement on Form S-4 (File No. 333-14807).

     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 5.   Interests of Named Experts and Counsel

                              EXPERTS

     The consolidated financial statements and schedules of the
Company appearing in the Company's Annual Report on Form 10-K for the
year ended December 31, 1995, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference.  Such consolidated
financial statements and schedules are, and audited consolidated
financial statements and schedules to be included in subsequently
filed documents will be, incorporated herein in reliance upon the
reports of Ernst & Young LLP pertaining to such consolidated financial
statements and schedules (to the extent covered by consents filed with
the Securities and Exchange Commission) given upon the authority of
such firm as experts in accounting and auditing.

     The financial statements incorporated in this Registration
Statement by reference to the Company's Current Report on Form 8-K
dated December 3, 1996, which incorporated by reference portions of
Diamond Shamrock, Inc.'s Annual Report on Form 10-K/A for the year
ended December 31, 1995, have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in accounting and auditing.

                           LEGAL MATTERS

     The validity of the shares of the Company's Common Stock being
offered hereby will be passed upon for the Company by Todd Walker,
Esq., Senior Attorney for the Company.  As of December 27, 1996, Mr.
Walker beneficially owned 4,894 shares of the Common Stock of the
Company, including 423 shares which he had the right to acquire
within 60 days through the exercise of employee stock options.

Item 6.   Indemnification of Directors and Officers.

     The By-laws of the Company provide that the Company shall
indemnify its officers and directors to the fullest extent permitted
or required by the Delaware General Corporation Law (the "DGCL"), as
amended from time to time, provided, however, that except insofar as
the Company's By-laws provide indemnification for an officer or
director with respect to a proceeding initiated by such officer or
director to enforce rights to indemnification, officers and directors
will not be entitled to indemnification in connection with
proceedings initiated by an officer or director if the initiation of
such proceedings was not authorized by the board of directors of the
Company.  Section 145 of the DGCL provides, in general, that each
director and officer of a corporation may be indemnified against
expenses (including attorneys' fees, judgments, fines, and amounts
paid in settlement) actually and reasonably incurred in connection
with the defense or settlement of any threatened, pending, or
completed legal proceedings in which he is involved by reason of the
fact that he is or was a director or officer of the Company, if he
acted in good faith and in a manner that he reasonably believed to
be in or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, if he had no reasonable
cause to believe that his conduct was unlawful.  If the legal
proceeding, however, is by or in the right of the Company, the
director or officer may not be indemnified in respect of any claim,
issue, or matter as to which he shall have been adjudged to be liable
for negligence or misconduct in the performance of his duty to the
Company unless a court determines otherwise.

     The Company's By-laws also provide for advances in certain
circumstances covering expenses incurred by an officer or director
of the Company in connection with the defense of a proceeding for
which such officer or director would be entitled to indemnity under
the Company's By-laws.

     The Company's By-laws further provide that the Company may
procure and maintain insurance covering director's and officer's
liability for their actions in those capacities, whether or not the
Company would be entitled to provide indemnification for such
liability under the DGCL.

     The Certificate of Incorporation of the Company provides that
the personal liability of the directors of the Company shall be
eliminated to the fullest extent permitted by applicable law.  The
DGCL permits a corporation's certificate of incorporation to provide
that no director of the corporation shall be personally liable to the
corporation or its stockholders for monetary damages for any breach
of his fiduciary duty as a director; provided, however, that such
provision shall not apply to any liability of a director (1) for any
breach of a director's duty of loyalty to the corporation or its
stockholders, (2) for acts or omissions that are not in good faith
or involve intentional misconduct or a knowing violation of the law,
(3) under Section 174 of the DGCL or (4) for any transaction from
which the director derived an improper personal benefit.

     The Company has entered into indemnification agreements with the
directors and certain officers of the Company providing for
indemnification on the terms set out in the By-laws of the Company.

Item 8.   Exhibits.

Exhibit
Number         Description

4.1       Certificate of Incorporation of the Company, as amended
          through April 28, 1992 (filed as Exhibit 3.1 to the
          Company's Registration Statement on Form S-1 (File No. 33-47586)
          filed with the Securities and Exchange Commission
          on May 1, 1992)*

4.2       Certificate of Merger of Diamond Shamrock, Inc. into the
          Company, amending the Company's Certificate of
          Incorporation

4.3       Certificate of Designations of the Company's 5% Cumulative
          Convertible Preferred Stock

4.4       By-laws of the Company (filed as Exhibit 3.2 to the
          Company's Registration Statement on Form S-1 (File No. 33-47586)
          filed with the Securities and Exchange Commission
          on May 1, 1992))*

4.5       Secretary's Certificate dated July 22, 1993, amending the
          By-laws of the Company 

4.6       Secretary's Certificate dated December 3, 1996, amending
          the By-laws of the Company

4.7       Rights Agreement, dated June 25, 1992, between the Company
          and Registrar and Transfer Company (as successor rights
          agent to First City, Texas-Houston, National Association),
          as amended by the First Amendment dated October 26, 1992,
          the Amendment dated May 10, 1994 and the Amendment dated
          September 22, 1996 (incorporated by reference to Exhibit
          4.2 of the Company's Registration Statement on Form S-1
          (File No. 33-47586), Exhibit 4.2 of the Company's Quarterly
          Report on Form 10-Q for the quarter ended September 30,
          1992, Exhibit 4.3 to the Company's Annual Report on Form
          10-K for the year ended December 31, 1994 and Exhibit 4.1
          of the Company's Current Report on Form 8-K dated September
          25, 1996)*

4.8       Form of the Company's Common Stock Certificate

5.1       Opinion regarding legality of securities being issued 

23.1      Consent of Price Waterhouse LLP

23.2      Consent of Ernst & Young LLP

23.3      Consent of Todd Walker, Esq. (included in Exhibit 5.1)

24.1      Power of Attorney of the Company

24.2      Powers of Attorney of Directors and Officers of the Company

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

24.4      Agreement and Plan of Merger, dated as of September 22,
          1996, between the Company and Diamond Shamrock, Inc.
          (incorporated by reference to Appendix A to the Joint Proxy
          Statement/Prospectus included in the Company's Registration
          Statement on Form S-4 (File No. 333-14807))*.

99.1      Diamond Shamrock, Inc. 1987 Long Term Incentive Plan (Exhibit 4.1
          to Diamond Shamrock, Inc.'s Form S-8 Registration Statement No.
          33-15268)*

99.2      Diamond Shamrock, Inc. Long Term Incentive Plan (Exhibit 4.1 to
          Diamond Shamrock, Inc.'s Form S-8 Registration Statement No. 
          33-59025)*
 
*    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 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
31st day of December, 1996.

                              ULTRAMAR DIAMOND SHAMROCK CORPORATION

                              
                              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    December 31, 1996

*H. Pete Smith           Chief Financial Officer  December 31, 1996
                         (Principal Financial
                         Officer) Chief Accounting
                         Officer (Principal  
                         Accounting Officer), and
                         Executive Vice President

*Byron Allumbaugh        Director                 December 31, 1996

*E. Glenn Biggs          Director                 December 31, 1996

*W. E. Bradford          Director                 December 31, 1996

*H. Frederick Christie   Director                 December 31, 1996

*W. H. Clark             Director                 December 31, 1996

*Bob Marbut              Director                 December 31, 1996

*Katherine D. Ortega     Director                 December 31, 1996

*Madeleine Saint-Jacques Director                 December 31, 1996

*C. Barry Schaefer       Director                 December 31, 1996


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


                              By:  /s/ Todd Walker
                                   Attorney-in-fact
                                   December 31, 1996

                         INDEX TO EXHIBITS
Exhibit
 No.           Description

4.1            Certificate of Incorporation of the Company, as
               amended through April 28, 1992 (filed as Exhibit 3.1
               to the Company's Registration Statement on Form S-1
               (File No. 33-47586) filed with the Securities and
               Exchange Commission on May 1, 1992)*

4.2            Certificate of Merger of Diamond Shamrock, Inc. into
               the Company, amending the Company's Certificate of
               Incorporation

4.3            Certificate of Designations of the Company's 5%
               Cumulative Convertible Preferred Stock

4.4            By-laws of the Company (filed as Exhibit 3.2 to the
               Company's Registration Statement on Form S-1 (File
               No. 33-47586) filed with the Securities and Exchange
               Commission on May 1, 1992))*

4.5            Secretary's Certificate dated July 22, 1993, amending
               the By-laws of the Company 

4.6            Secretary's Certificate dated December 3, 1996,
               amending the By-laws of the Company

4.7            Rights Agreement, dated June 25, 1992, between the
               Company and Registrar and Transfer Company (as
               successor rights agent to First City, Texas-Houston,
               National Association), as amended by the First
               Amendment dated October 26, 1992, the Amendment dated
               May 10, 1994 and the Amendment dated September 22,
               1996 (incorporated by reference to Exhibit 4.2 of the
               Company's Registration Statement on Form S-1 (File
               No. 33-47586), Exhibit 4.2 of the Company's Quarterly
               Report on Form 10-Q for the quarter ended September
               30, 1992, Exhibit 4.3 to the Company's Annual Report
               on Form 10-K for the year ended December 31, 1994 and
               Exhibit 4.1 of the Company's Current Report on Form
               8-K dated September 25, 1996)*

4.8            Form of the Company's Common Stock Certificate

5.1            Opinion regarding legality of securities being issued 

23.1           Consent of Price Waterhouse LLP

23.2           Consent of Ernst & Young LLP

23.3           Consent of Todd Walker, Esq. (included in Exhibit
               5.1)

24.1           Power of Attorney of the Company

24.2           Powers of Attorney of Directors and Officers of the
               Company

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

24.4           Agreement and Plan of Merger, dated as of September
               22, 1996, between the Company and Diamond Shamrock,
               Inc. (incorporated by reference to Appendix A to the
               Joint Proxy Statement/Prospectus included in the
               Company's Registration Statement on Form S-4 (File
               No. 333-14807))*.

99.1           Diamond Shamrock, Inc. 1987 Long Term Incentive Plan
               (Exhibit 4.1 to Diamond Shamrock, Inc.'s Form S-8
               Registration Statement No. 33-15268)*

99.2           Diamond Shamrock, Inc. Long Term Incentive Plan (Exhibit 4.1
               to Diamond Shamrock, Inc.'s Form S-8 Registration Statement
               No. 33-59025)*
 
*    Each document marked by an asterisk is incorporated herein  by
     reference to the designated document previously filed with the
     Commission.



W5004.TW
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As filed with the Securities and Exchange Commission on December 31, 1996

                    SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549               

                                 FORM S-8

                       REGISTRATION STATEMENT UNDER
                        THE SECURITIES ACT OF 1933

                   ULTRAMAR DIAMOND SHAMROCK CORPORATION
          (Exact name of registrant as specified in its charter)

      Delaware                                  13-3663331               
(State of Incorporation)                      (IRS Employer
                                              Identification No.)

                         9830 Colonnade Boulevard
                         San Antonio, Texas  78230
                 (Address of principal executive offices)

           DIAMOND SHAMROCK, INC. 1987 LONG-TERM INCENTIVE PLAN,
           DIAMOND SHAMROCK, INC. LONG-TERM INCENTIVE PLAN
                         (Full title of the plan)

                         Patrick J. Guarino, Esq.
         Executive Vice President, General Counsel, and Secretary
                   Ultramar Diamond Shamrock Corporation
                         9830 Colonnade Boulevard
                        San Antonio, Texas 78230         
                              (210) 641-6488      
                   (Name, address and telephone number,
                including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE

Title of          Amount      Proposed        Proposed         Amount of
securities to     to be       maximum         maximum          registration
be registered(1)  registered  offering        aggregate        fee 
                              price per       offering
                              share           price 

Common Stock,      17,340     $31.188(2)      $   540,792(2)    $  164(2)
par value $.01                        
per share         802,325        (3)          $19,956,741(3)    $6,048(3)  
___________________________________________________________________________

(1)  Includes associated rights to purchase Ultramar Diamond Shamrock
Corporation Common Stock exercisable only upon the occurrence of certain
events.

(2)  Pursuant to Rule 457(h) and Rule 457(c), the proposed maximum offering
price per share and the registration fee are based on the reported average
of the high and low prices for Ultramar Diamond Shamrock Corporation Common
Stock on the New York Stock Exchange on December 23, 1996.

(3)  Pursuant to Rule 457(h), the proposed maximum offering price per share
and the registration fee are based upon the prices at which options may be
exercised.
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") by Ultramar Diamond Shamrock
Corporation, formerly Ultramar Corporation (the "Company") are
incorporated herein by reference:

     (a)  The Company's 1995 Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, filed pursuant to Section 13(a)
of the Securities Exchange Act of 1934, as amended (the "1934 Act");

     (b)  The Company's Quarterly Reports on (1) Form 10-Q for the
quarter ended March 31, 1996, (2) on Form 10-Q/A for the quarter
ended June 30, 1996, and (3) on Form 10-Q for the quarter ended
September 30, 1996;

     (c)  The Company's Current Report on Form 8-K dated September
22, 1996, and the Company's two Current Reports on Form 8-K, both
dated December 3, 1996; and

     (d)  The description of Common Stock of the Company contained
in the Company's Registration Statement on Form S-4 (File No. 333-14807).

     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 5.   Interests of Named Experts and Counsel

                              EXPERTS

     The consolidated financial statements and schedules of the
Company appearing in the Company's Annual Report on Form 10-K for the
year ended December 31, 1995, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference.  Such consolidated
financial statements and schedules are, and audited consolidated
financial statements and schedules to be included in subsequently
filed documents will be, incorporated herein in reliance upon the
reports of Ernst & Young LLP pertaining to such consolidated financial
statements and schedules (to the extent covered by consents filed with
the Securities and Exchange Commission) given upon the authority of
such firm as experts in accounting and auditing.

     The financial statements incorporated in this Registration
Statement by reference to the Company's Current Report on Form 8-K
dated December 3, 1996, which incorporated by reference portions of
Diamond Shamrock, Inc.'s Annual Report on Form 10-K/A for the year
ended December 31, 1995, have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in accounting and auditing.

                           LEGAL MATTERS

     The validity of the shares of the Company's Common Stock being
offered hereby will be passed upon for the Company by Todd Walker,
Esq., Senior Attorney for the Company.  As of December 27, 1996, Mr.
Walker beneficially owned 4,894 shares of the Common Stock of the
Company, including 423 shares which he had the right to acquire
within 60 days through the exercise of employee stock options.

Item 6.   Indemnification of Directors and Officers.

     The By-laws of the Company provide that the Company shall
indemnify its officers and directors to the fullest extent permitted
or required by the Delaware General Corporation Law (the "DGCL"), as
amended from time to time, provided, however, that except insofar as
the Company's By-laws provide indemnification for an officer or
director with respect to a proceeding initiated by such officer or
director to enforce rights to indemnification, officers and directors
will not be entitled to indemnification in connection with
proceedings initiated by an officer or director if the initiation of
such proceedings was not authorized by the board of directors of the
Company.  Section 145 of the DGCL provides, in general, that each
director and officer of a corporation may be indemnified against
expenses (including attorneys' fees, judgments, fines, and amounts
paid in settlement) actually and reasonably incurred in connection
with the defense or settlement of any threatened, pending, or
completed legal proceedings in which he is involved by reason of the
fact that he is or was a director or officer of the Company, if he
acted in good faith and in a manner that he reasonably believed to
be in or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, if he had no reasonable
cause to believe that his conduct was unlawful.  If the legal
proceeding, however, is by or in the right of the Company, the
director or officer may not be indemnified in respect of any claim,
issue, or matter as to which he shall have been adjudged to be liable
for negligence or misconduct in the performance of his duty to the
Company unless a court determines otherwise.

     The Company's By-laws also provide for advances in certain
circumstances covering expenses incurred by an officer or director
of the Company in connection with the defense of a proceeding for
which such officer or director would be entitled to indemnity under
the Company's By-laws.

     The Company's By-laws further provide that the Company may
procure and maintain insurance covering director's and officer's
liability for their actions in those capacities, whether or not the
Company would be entitled to provide indemnification for such
liability under the DGCL.

     The Certificate of Incorporation of the Company provides that
the personal liability of the directors of the Company shall be
eliminated to the fullest extent permitted by applicable law.  The
DGCL permits a corporation's certificate of incorporation to provide
that no director of the corporation shall be personally liable to the
corporation or its stockholders for monetary damages for any breach
of his fiduciary duty as a director; provided, however, that such
provision shall not apply to any liability of a director (1) for any
breach of a director's duty of loyalty to the corporation or its
stockholders, (2) for acts or omissions that are not in good faith
or involve intentional misconduct or a knowing violation of the law,
(3) under Section 174 of the DGCL or (4) for any transaction from
which the director derived an improper personal benefit.

     The Company has entered into indemnification agreements with the
directors and certain officers of the Company providing for
indemnification on the terms set out in the By-laws of the Company.

Item 8.   Exhibits.

Exhibit
Number         Description

4.1       Certificate of Incorporation of the Company, as amended
          through April 28, 1992 (filed as Exhibit 3.1 to the
          Company's Registration Statement on Form S-1 (File No. 33-47586)
          filed with the Securities and Exchange Commission
          on May 1, 1992)*

4.2       Certificate of Merger of Diamond Shamrock, Inc. into the
          Company, amending the Company's Certificate of
          Incorporation

4.3       Certificate of Designations of the Company's 5% Cumulative
          Convertible Preferred Stock

4.4       By-laws of the Company (filed as Exhibit 3.2 to the
          Company's Registration Statement on Form S-1 (File No. 33-47586)
          filed with the Securities and Exchange Commission
          on May 1, 1992))*

4.5       Secretary's Certificate dated July 22, 1993, amending the
          By-laws of the Company 

4.6       Secretary's Certificate dated December 3, 1996, amending
          the By-laws of the Company

4.7       Rights Agreement, dated June 25, 1992, between the Company
          and Registrar and Transfer Company (as successor rights
          agent to First City, Texas-Houston, National Association),
          as amended by the First Amendment dated October 26, 1992,
          the Amendment dated May 10, 1994 and the Amendment dated
          September 22, 1996 (incorporated by reference to Exhibit
          4.2 of the Company's Registration Statement on Form S-1
          (File No. 33-47586), Exhibit 4.2 of the Company's Quarterly
          Report on Form 10-Q for the quarter ended September 30,
          1992, Exhibit 4.3 to the Company's Annual Report on Form
          10-K for the year ended December 31, 1994 and Exhibit 4.1
          of the Company's Current Report on Form 8-K dated September
          25, 1996)*

4.8       Form of the Company's Common Stock Certificate

5.1       Opinion regarding legality of securities being issued 

23.1      Consent of Price Waterhouse LLP

23.2      Consent of Ernst & Young LLP

23.3      Consent of Todd Walker, Esq. (included in Exhibit 5.1)

24.1      Power of Attorney of the Company

24.2      Powers of Attorney of Directors and Officers of the Company

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

24.4      Agreement and Plan of Merger, dated as of September 22,
          1996, between the Company and Diamond Shamrock, Inc.
          (incorporated by reference to Appendix A to the Joint Proxy
          Statement/Prospectus included in the Company's Registration
          Statement on Form S-4 (File No. 333-14807))*.

99.1      Diamond Shamrock, Inc. 1987 Long Term Incentive Plan (Exhibit 4.1
          to Diamond Shamrock, Inc.'s Form S-8 Registration Statement No.
          33-15268)*

99.2      Diamond Shamrock, Inc. Long Term Incentive Plan (Exhibit 4.1 to
          Diamond Shamrock, Inc.'s Form S-8 Registration Statement No. 
          33-59025)*
 
*    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 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
31st day of December, 1996.

                              ULTRAMAR DIAMOND SHAMROCK CORPORATION

                              
                              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    December 31, 1996

*H. Pete Smith           Chief Financial Officer  December 31, 1996
                         (Principal Financial
                         Officer) Chief Accounting
                         Officer (Principal  
                         Accounting Officer), and
                         Executive Vice President

*Byron Allumbaugh        Director                 December 31, 1996

*E. Glenn Biggs          Director                 December 31, 1996

*W. E. Bradford          Director                 December 31, 1996

*H. Frederick Christie   Director                 December 31, 1996

*W. H. Clark             Director                 December 31, 1996

*Bob Marbut              Director                 December 31, 1996

*Katherine D. Ortega     Director                 December 31, 1996

*Madeleine Saint-Jacques Director                 December 31, 1996

*C. Barry Schaefer       Director                 December 31, 1996

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

                              By:  /s/ Todd Walker
                                   Attorney-in-fact
                                   December 31, 1996

                         INDEX TO EXHIBITS
Exhibit
 No.           Description

4.1            Certificate of Incorporation of the Company, as
               amended through April 28, 1992 (filed as Exhibit 3.1
               to the Company's Registration Statement on Form S-1
               (File No. 33-47586) filed with the Securities and
               Exchange Commission on May 1, 1992)*

4.2            Certificate of Merger of Diamond Shamrock, Inc. into
               the Company, amending the Company's Certificate of
               Incorporation

4.3            Certificate of Designations of the Company's 5%
               Cumulative Convertible Preferred Stock

4.4            By-laws of the Company (filed as Exhibit 3.2 to the
               Company's Registration Statement on Form S-1 (File
               No. 33-47586) filed with the Securities and Exchange
               Commission on May 1, 1992))*

4.5            Secretary's Certificate dated July 22, 1993, amending
               the By-laws of the Company 

4.6            Secretary's Certificate dated December 3, 1996,
               amending the By-laws of the Company

4.7            Rights Agreement, dated June 25, 1992, between the
               Company and Registrar and Transfer Company (as
               successor rights agent to First City, Texas-Houston,
               National Association), as amended by the First
               Amendment dated October 26, 1992, the Amendment dated
               May 10, 1994 and the Amendment dated September 22,
               1996 (incorporated by reference to Exhibit 4.2 of the
               Company's Registration Statement on Form S-1 (File
               No. 33-47586), Exhibit 4.2 of the Company's Quarterly
               Report on Form 10-Q for the quarter ended September
               30, 1992, Exhibit 4.3 to the Company's Annual Report
               on Form 10-K for the year ended December 31, 1994 and
               Exhibit 4.1 of the Company's Current Report on Form
               8-K dated September 25, 1996)*

4.8            Form of the Company's Common Stock Certificate

5.1            Opinion regarding legality of securities being issued 

23.1           Consent of Price Waterhouse LLP

23.2           Consent of Ernst & Young LLP

23.3           Consent of Todd Walker, Esq. (included in Exhibit
               5.1)

24.1           Power of Attorney of the Company

24.2           Powers of Attorney of Directors and Officers of the
               Company

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

24.4           Agreement and Plan of Merger, dated as of September
               22, 1996, between the Company and Diamond Shamrock,
               Inc. (incorporated by reference to Appendix A to the
               Joint Proxy Statement/Prospectus included in the
               Company's Registration Statement on Form S-4 (File
               No. 333-14807))*.

99.1           Diamond Shamrock, Inc. 1987 Long Term Incentive Plan
               (Exhibit 4.1 to Diamond Shamrock, Inc.'s Form S-8
               Registration Statement No. 33-15268)*

99.2           Diamond Shamrock, Inc. Long Term Incentive Plan (Exhibit 4.1
               to Diamond Shamrock, Inc.'s Form S-8 Registration Statement
               No. 33-59025)*
 
*    Each document marked by an asterisk is incorporated herein  by
     reference to the designated document previously filed with the
     Commission.

W5004.TW