Exhibit 4.5
                       ULTRAMAR CORPORATION
                     SECRETARY'S CERTIFICATE

     I, Patrick J. Guarino, Vice President and Secretary of
Ultramar Corporation, a corporation organized under the laws of the
State of Delaware (the "Corporation"), hereby certify that a
meeting of the Board of Directors of the Corporation was duly
called and held on the 21st day of July, 1993, that at said meeting
a quorum was present and voting throughout, and that the following
resolution on motion duly made and seconded was unanimously adopted
and is now in full force and effect.

     RESOLVED, that the By-laws of the Corporation are hereby
amended by replacing ARTICLE VIII, SECTION 3 with the following:

          SECTION 3.  Authorization of Indemnification.  Any
     indemnification under this Article VIII (unless ordered by a
     court) shall be made by the Corporation only as authorized in
     the specific case upon a determination that indemnification of
     the director or officer is proper in the circumstances because
     he has met the applicable standard of conduct set forth in
     Section 1 or Section 2 of this Article VIII, as the case may
     be.  Such determination shall be made (i) by the Board of
     Directors by a majority vote of a quorum consisting of
     directors who were not parties to such action, suit or
     proceeding, or (ii) if such a quorum is not obtainable, or,
     even if obtainable, a quorum of disinterested directors so
     directs, by independent legal counsel in a written opinion, or
     (iii) by the stockholders.  To the extent, however, that a
     director or officer of the Corporation has been successful on
     the merits or otherwise in defense of any action, suit or
     proceeding described above, or in defense of any claim, issue
     or matter therein, he shall be indemnified against expenses
     (including attorneys' fees) actually and reasonably incurred
     by him in connection therewith, without the necessity of
     authorization in the specific case.

     IN WITNESS WHEREOF, the undersigned has caused this
Certificate to be duly executed as of the 22nd day of July, 1993.

                          /s/ PATRICK J. GUARINO


                          Patrick J. Guarino

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