EXHIBIT 23.2


                         CONSENT OF INDEPENDENT AUDITORS


We  consent to the  reference  to our firm under the  caption  "Experts"  in the
following  Registration  Statements:  (i)  Amendment  No. 1 to the  Registration
Statement on Form S-3 (No. 333-46775),  (ii) Amendment No. 1 to the Registration
Statement  on  Form  S-3  (No.  333-46775-01),  (iii)  Amendment  No.  1 to  the
Registration Statement on Form S-3 (No.  333-46775-02),  and (iv) Post-Effective
Amendment No. 2 to the  Registration  Statement on Form S-3 (No.  333-28737) and
related Prospectus of Ultramar Diamond Shamrock Corporation, UDS Capital II, and
UDS Funding II, L.P. for the registration of up to an additional $700,000,000 of
debt or equity  securities  thereby  offering  up to  $1,000,000,000  of debt or
equity securities,  and to the incorporation  therein by reference of our report
dated February 7, 1997 with respect to the consolidated financial statements and
schedule  of  Ultramar   Diamond   Shamrock   Corporation   (formerly   Ultramar
Corporation)  included  in its  Annual  Report  (Form  10-K) for the year  ended
December 31, 1997, filed with the Securities and Exchange Commission.

                                             /s/ ERNST & YOUNG LLP
                                                 ERNST & YOUNG LLP

San Antonio, Texas
April 1, 1998