SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549






                             FORM 8-K
                          CURRENT REPORT




                PURSUANT TO SECTION 13 OR 15(d)OF
               THE SECURITIES EXCHANGE ACT OF 1934




                          Date of Report
                (Date of earliest event reported)
                        December 15, 1997



              ULTRAMAR DIAMOND SHAMROCK CORPORATION
      (Exact name of Registrant as specified in its charter)



Delaware                   1-11154               13-3663331
(State of                  (Commission         (IRS Employer
Incorporation)             File Number)      Identification No.)


6000 N. Loop 1604 W.
San Antonio, Texas                              78249-1112
(Address of Principal                           (Zip Code)
Executive Offices)

Registrant's telephone number, including area code:(210) 592-2000

(a)  Item 5.  Other Events 

Introduction

     On November 8, 1995, Diamond Shamrock, Inc. ("Diamond
Shamrock"), and Shamrock Acquisition Corp., a wholly owned
subsidiary of Diamond Shamrock ("SAC"), entered into an Agreement
and Plan of Merger (the "Merger Agreement") with National
Convenience Stores Incorporated ("NCS").  Pursuant to the Merger
Agreement, SAC was merged with and into NCS on December 18, 1995
(the "NCS Merger").  On December 3, 1996, Diamond Shamrock was
merged with and into the Registrant, Ultramar Diamond Shamrock
Corporation.  

NCS Merger Agreement

     Pursuant to the NCS Merger Agreement, on November 14, 1995 SAC
commenced a tender offer (the "Offer") for all outstanding shares
of common stock, par value $.01 per share (the "Shares"), of NCS at
the purchase price of $27.00 per Share and for all outstanding
warrants to purchase Shares (the "Warrants") issued pursuant to the
Warrant Agreement, dated March 9, 1993, between NCS and Boatmen's
Trust Company as Warrant Agent (the "Warrant Agreement") at the
purchase price of $9.25 per Warrant, in each case, without interest
thereon, net to the tendering securityholder (pre-tax) in cash. 
The Offer expired at 12:00 midnight, New York City time, on
December 13 1995, promptly after which time SAC purchased 5,883,567
Shares and 1,097,855 Warrants which were validly tendered and not
withdrawn prior to the expiration of the Offer.  Following such
purchase, Diamond Shamrock and SAC beneficially owned approximately
93.5% of outstanding Shares.  

     Following completion of the Offer, the NCS Merger was effected
on December 18, 1995 as a "short-form" merger under Delaware law. 

Effect of the NCS Merger  

     As a result of the NCS Merger, (i) each previously outstanding
Share, other than Shares owned by Diamond Shamrock, SAC or any
other direct or indirect subsidiary of Diamond Shamrock and Shares
held in the treasury of NCS, was converted into the right to
receive $27.00 net in cash, payable to the holder thereof, without
interest thereon, upon surrender of the certificate representing
such Share, and NCS became an indirect, wholly owned subsidiary of
Diamond Shamrock.  

Warrants Remain Outstanding  

     As of December 12, 1997, 16,580 Warrants were issued and
outstanding and held by 686 owners of record.  As a result of the
NCS Merger and pursuant to the Warrant Agreement, each Warrant
represents the right to receive $27.00 per Warrant (the "Warrant
Payment") in cash upon payment of the $17.75 exercise price (the
"Exercise Price"), in lieu of the one share of Common Stock
previously issuable upon exercise of a Warrant.  

Escrow Agreement and Warrant Expiration

     Pursuant to an Escrow Trust Agreement, dated April 29, 1996
(the "Escrow Agreement"), between the Company and ChaseMellon
Shareholder Services, L.L.C. (the "Warrant Agent") as successor in
interest to Boatman's Trust Company, Agent, the Company has on
deposit $153,365 in cash (the "Funds") with the Warrant Agent to
pay the $9.25 difference between the Warrant Payment and the
Exercise Price (the "Spread") for all outstanding Warrants.  The
Funds will be held in escrow pursuant to the Escrow Agreement for
the benefit of, and payment to, the record holders of the Warrants. 
On or about December 15, 1997, the Company provided written notice
to the record Warrant holders of the existence of the Funds and the
right to receive payment of the Spread upon exercise of the
Warrants.  A copy of that notice has been filed as an exhibit to
this report and is incorporated herein by this reference.  The
Warrants will expire at 5:00 p.m., New York City time, on March 9,
1998 (the "Expiration Time"), after which time the balance of the
Funds, if any, will be returned to the Registrant.  Each Warrant
not exercised prior to the Expiration Time will automatically
become void and no longer outstanding.  

(b)  Exhibits

     99.1 Form of Notice

                            SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.

                              ULTRAMAR DIAMOND SHAMROCK CORPORATION
                    

                              By:  /s/ Todd Walker
                                   Todd Walker, Attorney-In-Fact

December 15, 1997


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