Exhibit 24.3


              ULTRAMAR DIAMOND SHAMROCK CORPORATION

                ASSISTANT SECRETARY'S CERTIFICATE

     I, Harold D. Mallory, do hereby certify that I am the duly
appointed and acting Assistant Secretary of Ultramar Diamond
Shamrock Corporation (the "Corporation"), and do further hereby
certify that attached hereto as Exhibit "A" is a true and correct
copy of resolutions duly adopted by the Board of Directors of the
Corporation on September 22, 1996, and the same have not been
amended, modified, or rescinded.

     WITNESS the seal of the Corporation and my signature on this
30th day of December, 1996.



                              /s/  HAROLD D. MALLORY

                              Harold D. Mallory
                              Assistant Secretary

                               Exhibit "A"

     RESOLVED, that the Board of Directors finds it advisable and
     in the best interest of the Corporation that the form, terms
     and provisions of the Agreement and Plan of Merger dated as of
     9/22/96 (the "Merger Agreement") between the Corporation and
     the corporation referred to as Gem, a Delaware corporation
     ("Gem"), a copy of which has been submitted to this meeting
     and identified as Exhibit A, and the merger contemplated
     therein of Gem with and into the Corporation (the "Merger"),
     be, and they hereby are, in all respects approved and that
     such approval shall constitute approval for purposes of
     Section 203 of the Delaware General Corporation Law (the
     "DGCL"); and that the Chairman of the Board, the Chief
     Executive Officer, the President, or any Senior Vice President
     of the Corporation be, and each of them hereby is, authorized
     to execute, in the name and on behalf of the Corporation, the
     Merger Agreement; and be it

     FURTHER RESOLVED, that the amendments to the Certificate of
     Incorporation of the Corporation (as amended, the "Amended
     Certificate of Incorporation"), and the amendments to the
     Corporation's By-laws, all as set forth in Section 1.05 of the
     Merger Agreement, be, and they hereby are, in all respects
     approved, with such additions, deletions or changes therein
     and modifications thereof as are set forth in the executed
     Merger Agreement; and be it

     FURTHER RESOLVED, that the Merger Agreement and the issuance
     of shares of the Corporation's Common Stock shall be submitted
     to the stockholders of the Corporation for  approval and
     adoption at the Special Meeting provided for in these
     resolutions; and be it 

     FURTHER RESOLVED, that this Board of Directors hereby
     recommends to the stockholders of the Corporation that they
     vote for the approval and adoption of the Merger Agreement;
     and be it

     FURTHER RESOLVED, that, if the stockholders shall have voted
     for the approval and adoption of the Merger Agreement and the
     other conditions set forth in the Merger Agreement shall have
     been fulfilled or waived, the Chairman of the Board, the Chief
     Executive Officer, the President or any Senior Vice President
     of the Corporation be, and each of them hereby is, authorized
     to consummate the Merger in accordance with the Merger
     Agreement and to take such actions incident thereto, including
     if necessary and without limitation (i) issuing, in connection
     with the Merger and in accordance with the Amended Certificate
     of Incorporation, shares of the Corporation's Common Stock and
     shares of the Corporation's 5% Cumulative Convertible
     Preferred Stock (such Common and Preferred Stock, the "Merger
     Securities"), (ii) executing, verifying, delivering and filing
     or causing to be filed a certificate of designation with
     respect to the Corporation's 5% Cumulative Convertible
     Preferred Stock with the Secretary of State of the State of
     Delaware, in accordance with applicable provisions of the
     DGCL, in such form, with such additions, deletions or changes
     therein and modifications thereof, if any, as the officer
     executing the same shall approve (the execution thereof by any
     such officer to be conclusive evidence of his or her approval
     thereof) and (iii) executing, verifying, delivering and filing
     or causing to be filed a certificate of merger with the
     Secretary of State of the State of Delaware, in accordance
     with applicable provisions of the DGCL, in such form, with
     such additions, deletions or changes therein and modifications
     thereof, if any, as the officer executing the same shall
     approve (the execution thereof by any such officer to be
     conclusive evidence of his or her approval thereof). 

W5019.TW