UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION 
                            Washington, D.C. 20549
                           -------------------------

                                   FORM 10-Q/A


[x] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period ended June 30, 1996

                                             or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934


For the transition period from _______ to ________


                        Commission File Number 1-11154

                       ====================================


                              ULTRAMAR CORPORATION
             (Exact name of registrant as specified in its charter)

             Delaware                                13-3663331
   (State or other jurisdiction of              (I.R.S. Employer
    incorporation or organization)              Identification No.)

Two Pickwick Plaza, Greenwich, Connecticut             06830
  (Address of principal executive offices)           (Zip Code)

       Registrant's telephone number, including area code: (203) 622-7000

                       ====================================

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding  12 months  (or for  such shorter period  that the  registrant was
required  to  file such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                Yes  X     No    
                                    ---       ---

Common Stock, $.01 Par Value -- 44,594,612 shares as of August 9, 1996

================================================================================



PART II.  OTHER INFORMATION

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meeting of Stockholders was held on April 25, 1996 at which the
following actions were taken:

   1.   The following individuals were elected as directors to serve for a 
   period of three years :


            Name                     Votes For        Votes Withheld
            ----                     ---------         ------------

           H. Frederick Christie     32,193,031           43,645

           Jean Gaulin               32,193,031           43,645

           William Luce              32,193,031           43,645


Incumbent directors Byron Allumbaugh, Stanley H. Hartt and C. Barry Schaefer are
currently  serving a term  expiring at  the annual meeting  in 1997  and John G.
Drosdick, Russel H. Herman  and Madeleine Saint-Jacques are currently  serving a
term expiring at the annual meeting in 1998.

   2.    The appointment  of  Ernst &  Young  LLP  as  the Company's  
   independent auditors for 1996 was ratified:
   
                      For        Against      Abstain
                      ---        -------      -------

                    32,187,106     8,443       41,127

Broker non-votes  were included  in the  determination of  the number  of shares
present and voting for purposes of  determining the presence of a quorum  at the
Annual Meeting but  were not, however,  counted for purposes of  determining the
number of votes cast for a proposal.


                                    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 thereunto duly authorized.

ULTRAMAR CORPORATION
(REGISTRANT)

By:  /s/ H. PETE SMITH                           
   ----------------------------------------------
Name:   H. Pete Smith
Title:  Senior Vice President and Chief Financial Officer
Date:   August 14, 1996












                                        2