May 22, 1997


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

Re:  Ultramar Diamond Shamrock Corporation Nonqualified 401(k) 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
101,015 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 Common Stock under the Securities Act of 1933, 
as amended.

Very truly yours,


/s/  Todd Walker
     TODD WALKER


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