Exhibit 23.1

                    Consent of Independent Accountants



We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 7, 1997 with respect to
the consolidated financial statements and financial statement schedule of
the Diamond Shamrock operations of Ultramar Diamond Shamrock Corporation
included in Ultramar Diamond Shamrock Corporation's Annual Report on Form
10-K for the year ended December 31, 1996.  We also consent to the
references to us under the heading "Experts" in such Registration
Statement.  



/s/ PRICE WATERHOUSE LLP
    PRICE WATERHOUSE LLP


San Antonio
May 22, 1997




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