8-K/A

                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549






                            FORM 8-K/A
                          CURRENT REPORT




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




                          Date of Report
                (Date of earliest event reported)
                          March 4, 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.)


9830 Colonnade Blvd.,
San Antonio, Texas                                78230
(Address of Principal                        (Zip Code)
Executive Offices)

Registrant's telephone number, including area code:(210) 641-6800
Item 4.  Changes in Registrant's Certifying Accountant

     (a)  On March 4, 1997, upon the recommendation of the Audit
Committee of the Board of Directors (the "Board") of Ultramar
Diamond Shamrock Corporation ("UDS Corp."), formerly Ultramar
Corporation, the Board unanimously selected, subject to
ratification by UDS Corp.'s stockholders,  Arthur Andersen L.L.P.
("Arthur Andersen") to serve as independent accountants for UDS
Corp. and its subsidiaries for the fiscal year ending December 31,
1997, replacing Ernst & Young LLP ("Ernst & Young") and Price
Waterhouse LLP ("Price Waterhouse") upon whose report Ernst & Young
expressed reliance with respect to the audit of a significant
portion of the operations of UDS Corp.

     The reports of Ernst & Young on UDS Corp.'s consolidated
financial statements for each of the two years in the period ended
December 31, 1996 and the report of Price Waterhouse upon which
Ernst & Young expressed reliance contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope, or accounting principle, other than as to
UDS Corp.'s change in its method of accounting for refinery
maintenance turnaround costs discussed in Note 5 to the December
31, 1996 consolidated financial statements.

     In connection with UDS Corp.'s two fiscal years ended December
31, 1996 and the subsequent interim period through March 31, 1997,
there were no disagreements ("Disagreements") as defined in Item
304(a)(1)(iv) and the Instructions to Item 304 of Regulation S-K
promulgated pursuant to the Securities Exchange Act of 1934, as
amended ("Regulation S-K"), between UDS Corp. and Ernst & Young, or
between UDS Corp. and Price Waterhouse, on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedures, which Disagreements if not resolved
to their satisfaction would have caused either Ernst & Young or
Price Waterhouse to make reference thereto in connection with their
report. 

     In connection with UDS Corp.'s two fiscal years ended December
31, 1996 and the subsequent interim period through March 31, 1997,
there were no reportable events ("Reportable Events") as defined in
Item 304(a)(1)(v) of Regulation S-K.

     Ernst & Young and Price Waterhouse have furnished UDS Corp.
with letters addressed to the Securities and Exchange Commission
stating that they agree with UDS Corp.'s statements included in
this report, except that neither Ernst & Young nor Price Waterhouse
was in a position to agree or disagree with the statement that the
change was recommended by the Audit Committee of the Board or that
Arthur Andersen was not engaged regarding the application of
accounting principles to a specified transaction or the type of
audit opinion that might be rendered on UDS Corp.'s financial
statements, and neither was in a position to agree or disagree with
the statements in this report relating to the absence of
Disagreements between UDS Corp. and the other firm.  Copies of such
letters are filed as exhibits to this report.

     (b)  UDS Corp.'s selection of Arthur Andersen to serve as
independent accountants for UDS Corp. and its subsidiaries for the
fiscal year ended December 31, 1997, subject to ratification by UDS
Corp.'s shareholders, was previously reported by UDS Corp. pursuant
to its Current Report on Form 8-K dated March 4, 1997 and filed
with the Securities and Exchange Commission on March 10, 1997.

Item 7.  Financial Statements and Exhibits

    (c)   Exhibits

          16.1  Letter, dated April 4, 1997, from Ernst & Young LLP
                to the Securities and Exchange Commission

          16.2  Letter, dated April 4, 1997, from Price Waterhouse          
                LLP to the Securities and Exchange Commission

                            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/ TIMOTHY J. FRETTHOLD

                                      TIMOTHY J. FRETTHOLD
                                      Executive Vice President and
                                      Chief Administrative Officer


April 4, 1997

W5076.TW

EX-16.1

                                                     Exhibit 16.1



April 4, 1997




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

We have read Item 4 of Ultramar Diamond Shamrock Corporation's Form
8-K/A dated March 4, 1997 and filed with the Securities and
Exchange Commission on April 4, 1997, and are in agreement with the
statements contained in paragraph 4(a) therein as they relate to
Price Waterhouse LLP.

Yours very truly,


/s/ PRICE WATERHOUSE LLP


    PRICE WATERHOUSE LLP




W5077.TW

EX-16.2

                                                     Exhibit 16.2



April 4, 1997




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Gentlemen:

We have read Item 4 of Form 8-K/A dated March 4, 1997 as filed
April 4, 1997 of Ultramar Diamond Shamrock Corporation and are in
agreement with the statements on page two contained in paragraphs
two, four and paragraph three except as it relates to Price
Waterhouse LLP.  We have no basis to agree or disagree with other
statements of the registrant contained therein.

Very truly yours,


/s/ ERNST & YOUNG LLP


    ERNST & YOUNG LLP



W5078.TW