EXHIBIT 23.3

                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby  consent to the  incoporation  by reference in Amendment No. 1 to
the registration statement on Form S-3 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 reference
to us under the heading "Experts" in such Registration Statement.

/s/ PRICE WATERHOUSE LLP
    Price Waterhouse LLP

San Antonio, Texas
April 1, 1998