May 22, 1997


Ultramar Diamond Shamrock Corporation
9830 Colonnade Boulevard
San Antonio, Texas 78230

Re:  Ultramar Diamond Shamrock Corporation Non-Employee Director
     Equity Plan

Gentlemen:

I am Counsel for Ultramar Diamond Shamrock Corporation, a Delaware
corporation (the "Company").  The Company expects to file with the
Securities and Exchange Commission on or about May 22, 1997 under
the Securities Act of 1933, as amended, a Registration Statement on
Form S-8 (the "Registration Statement") for the purpose of
registering 100,000 shares of common stock, $0.01 par value of the
Company ("Common Stock").

In connection with such filing, I have examined the Plan and such
other documents, records and matters of law as I have deemed
necessary for purposes of this opinion and based thereupon, I am of
the opinion that the shares of Common Stock that may be issued and
sold or delivered pursuant to the Plan will be, when issued in
accordance with the provisions of the Plan, legally issued, fully
paid an nonassessable and the rights to purchase Common Stock (the
"Rights") in accordance with the Rights Agreement dated June 25,
1992 between the Company and Registrar and Transfer Company, when
duly issued, will be legally issued.

I hereby consent to the filing of this opinion as an exhibit  to
the Registration Statement on Form S-8 for the Plan filed by the
Company with the Securities and Exchange Commission to effect
registration of such under the Securities Act of 1933, as amended.

Very truly yours,




/s/  Todd Walker
     Todd Walker



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