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                                                                   EXHIBIT 10.60

                     EMPLOYEE STOCK PURCHASE LOAN PROGRAM

                                PROMISSORY NOTE



                                                                          (DATE)


     FOR VALUE RECEIVED, the UNDERSIGNED promises to pay to the order of
ULTRAMAR DIAMOND SHAMROCK CORPORATION ("Payee"), at 6000 N. Loop 1604 West, San
Antonio, Texas  78249-1112, or at such other address given to the UNDERSIGNED by
Payee, the principal amount of $(AMOUNT), in lawful money of the United States
of America, together with interest on the unpaid principal amount hereof
computed from the date of each such borrowing until maturity on the basis of a
365 or 366 day year, as the case may be, at a rate that adjusts monthly to the
then current Applicable Federal Rate for short-term loans as published in the
Revenue Rulings issued by the United States Department of Treasury provided,
however, that no such adjustment shall cause such rate to exceed 8% per annum.

     Interest on the unpaid principal amount outstanding hereunder shall be due
and payable annually on December 31.  The principal amount equal to the lesser
of 20% of the original principal amount and the entire principal which remains
outstanding shall be due and payable in annual installments commencing on the
first February 15th following the fifth anniversary hereof; provided, however,
notwithstanding the foregoing, the entire principal of this Note, together with
interest accrued from the last interest payment date, shall be due and payable
90 days after the UNDERSIGNED terminates employment for any reason (including
retirement, death, or disability) with Payee or any of its subsidiaries.

     All past due principal and, to the extent permitted by applicable law,
interest upon this Note shall bear interest at a rate equal to the Indicated
Rate published by the Consumer Credit Commissioner of the State of Texas from
time to time.

     No waiver by Payee of any of its rights or remedies hereunder shall be
considered a waiver of any other subsequent right or remedy of Payee; no delay
or omission in the exercise by Payee of any rights or remedies shall be
construed as a waiver of any right or remedy of Payee; and no exercise or
enforcement of any such right shall ever be held to exhaust any right or remedy
of Payee.

     Should the principal of or interest on this Note or any other amount
payable hereunder become due and payable on a Saturday, Sunday, or legal holiday
in the State of Texas on which banks are closed for business in San Antonio,
payment in respect thereof may be made on the next succeeding day which is not a
Saturday, Sunday, or legal holiday, and such extension of time shall in such
case be included in computing interest, if any, in connection with such payment.
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     The UNDERSIGNED reserves the right to prepay, the outstanding principal
balance of this Note in whole or in part, at any time or from time to time,
without premium or penalty.  Any such prepayment shall be made together with
payment of interest accrued on the amount of principal being prepaid through the
date of such prepayment.

     The UNDERSIGNED hereby waives presentment, demand for payment, notice,
protest and notice of protest of nonpayment of this Note, and diligence in
bringing suit against the UNDERSIGNED, and consents to the extension of the date
of payment any number of times without notice thereof.

     The UNDERSIGNED has read this Note and by execution acknowledges receipt of
a copy of same.

     THIS NOTE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS.




                                                --------------------------------
                                                (NAME & ADDRESS OF MAKER)
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                                 GRID SCHEDULE


Attached to and made a part of the Promissory Note dated (DATE), issued by
(NAME) to Ultramar Diamond Shamrock Corporation ("Company") pursuant to the
Employee Stock Purchase Loan program of the Company.

                                                     UNPAID
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              DATE         OF BORROWING  REPAYMENTS  OUTSTANDING
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