Exhibit 23.1


                    CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Ultramar Diamond Shamrock
Corporation of our report dated February 23, 1996, except as it
pertains to the last paragraph of Note 2, for which our report is
dated September 27, 1996, which appears in Exhibit 13.3 of Diamond
Shamrock, Inc.'s Annual Report on Form 10-K/A for the year ended
December 31, 1995.


/s/ PRICE WATERHOUSE LLP


PRICE WATERHOUSE LLP


San Antonio, Texas
December 27, 1996


                                 
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