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

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

                                    FORM 10-K

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
      SECURITIES EXCHANGE ACT OF 1934: For the year ended December 31, 2000

                        Commission File Number 333-28737

                                  UDS CAPITAL I
                 Formed under the laws of the State of Delaware
                  I.R.S. Employer Identification No. 74-6454974
                            6000 North Loop 1604 West
                          San Antonio, Texas 78249-1112
                        Telephone number: (210) 592-2000

Securities  registered  pursuant  to  Section  12(b)  of the  Act:  8.32%  Trust
Originated Preferred  Securities (TOPrS) (and the related guarantee)  registered
on the New York Stock Exchange.

Securities registered pursuant to Section 12(g) of the Act: None

                               UDS FUNDING I, L.P.
                 Formed under the laws of the State of Delaware
                  I.R.S. Employer Identification No. 74-2835441
                            6000 North Loop 1604 West
                          San Antonio, Texas 78249-1112
                        Telephone number: (210) 592-2000

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 ____

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference in Part III of the Form 10-K or any amendment to this
Form 10-K. |X| ------

No voting stock was held by  non-affiliates  of UDS Capital I as of February 15,
2001.

As of  February  15,  2001,  there  are  247,440  shares of 8.32%  Trust  Common
Securities, $25.00 liquidation amount per security of UDS Capital I outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
None.
================================================================================


                                TABLE OF CONTENTS

 Item                                                                    Page
                                    PART I

  1.   Business...........................................................  2

  2.   Properties.........................................................  3

  3.   Legal Proceedings..................................................  3

  4.   Submission of Matters to a Vote of Security Stockholders...........  3

                                    PART II

  5.   Market for Registrant's Common Equity and Related Stockholder
       Matters............................................................  4

  6.   Selected Financial Data............................................  5

  7.   Management's Discussion and Analysis of Financial Condition and
       Results of Operations..............................................  5

7A.    Quantitative and Qualitative Disclosures About Market Risk.........  7

  8.   Financial Statements and Supplementary Data........................  8

  9.   Changes in and Disagreements with Accountants on Accounting and
       Financial Disclosure............................................... 22

                                   PART III

 10.   Directors and Executive Officers of the Registrant................. 22

 11.   Executive Compensation............................................. 22

 12.   Security Ownership of Certain Beneficial Owners and Management..... 23

 13.   Certain Relationships and Related Transactions..................... 23

                                    PART IV

 14.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K....24

Signatures....................................................................27

This Annual Report on Form 10-K (including  documents  incorporated by reference
herein) contains  statements with respect to the Trust's,  the Partnership's and
the  Company's  expectations  or beliefs  as to future  events.  These  types of
statements are "forward-looking" and are subject to uncertainties.  See "Certain
Forward-Looking Statements" on page 7.



                                     PART I
Item 1.  Business

                                  UDS Capital I

UDS Capital I (the Trust) is a statutory  business trust formed on June 5, 1997.
On June 25, 1997, the Trust issued  8,000,000  shares of 8.32% Trust  Originated
Preferred Securities (TOPrS),  with a $25.00 liquidation amount per security, in
an  underwritten  public  offering.  Also on June  25,  1997,  Ultramar  Diamond
Shamrock  Corporation  (the  Company)  purchased  247,440  shares of 8.32% Trust
Common  Securities (the Common Securities and together with the TOPrS, the Trust
Securities),  which have a $25.00  liquidation amount per security and represent
3% of the total equity of the Trust.

The  Trust  used the  proceeds  from the  issuance  of the Trust  Securities  to
purchase the  Preferred  Securities  of UDS Funding I, L.P.  (the  Partnership).
Accordingly, the assets of the Trust consist solely of the Preferred Securities.
The Trust exists for the exclusive purposes of:
o    issuing the Trust Securities representing ownership interests in the assets
     of the Trust,
o    investing in the Preferred Securities, and
o    engaging in only those other activities necessary or incidental thereto.

There are four Trustees of the Trust:
o    two Trustees are individuals who are officers of the Company,
o    the Property Trustee is The Bank of New York, and
o    the Delaware Trustee is The Bank of New York (Delaware).

The Property Trustee holds title to the Preferred  Securities for the benefit of
the holders of the Trust Securities.

Holders of the TOPrS are  entitled  to  receive  cumulative  cash  distributions
accumulating  from the date of issuance and payable quarterly in arrears on each
March 31, June 30,  September 30, and December 31, at an annual rate of 8.32% of
the  liquidation  amount of $25.00 per TOPrS  (equivalent to $2.08 per TOPrS per
annum) if and when the Trust has the funds available for payment. The ability of
the Trust to pay distributions on the TOPrS is entirely dependent on its receipt
of corresponding distributions from the Preferred Securities.

The Company has irrevocably guaranteed,  on a subordinated basis, the payment of
all  distributions  and  other  payments  on the TOPrS to the  extent  funds are
legally available.

                               UDS Funding I, L.P.

The  Partnership  is a limited  partnership  formed on June 5, 1997. On June 25,
1997, the Partnership issued 8,247,440 securities of 8.32% Preferred Securities,
with  a  $25.00  liquidation   preference  per  security,   to  the  Trust,  the
Partnership's limited partner. Also on June 25, 1997, the Company made a capital
contribution to the Partnership for its general partner interest. The Company is
the sole General Partner of the Partnership.

The  Partnership is managed by the General  Partner and exists for the exclusive
purposes of:
o    issuing its partnership interests,
o    investing in certain  eligible  securities of the Company and eligible debt
     securities of non-affiliated entities, and
o    engaging in only those other activities necessary or incidental thereto.

To the extent that  aggregate  payments to the  Partnership  on its  investments
exceed  distributions  accumulated  or payable  with  respect  to the  Preferred
Securities,  the  Partnership  may at times have  excess  funds  which  shall be
allocated to and may, in the General  Partner's sole discretion,  be distributed
to the General Partner.


So long as the Preferred  Securities  remain  outstanding,  the General  Partner
agrees to:
o    remain the sole general partner of the Partnership and to maintain directly
     100% ownership of the General Partner's interest in the Partnership,  which
     interest  will at all times  represent at least 1% of the total  capital of
     the Partnership,
o    cause  the  Partnership  to  remain  a  limited   partnership  and  not  to
     voluntarily  dissolve,  liquidate,  wind-up  or be  terminated,  except  as
     permitted by the Limited Partnership Agreement, and
o    use its efforts to ensure that the Partnership will not be:
o    an investment company for purposes of the 1940 Act or
o    an association or a publicly  traded  partnership  taxable as a corporation
     for United States Federal income tax purposes.

The  Partnership  used the proceeds  from the Preferred  Securities  and capital
contribution  to  purchase  subordinated  debentures  of  the  Company  and  two
wholly-owned  subsidiaries  of the Company (the  Debentures).  In addition,  the
Partnership  purchased  certain eligible debt securities  representing 1% of the
total  assets of the  Partnership  in fixed  maturity  securities  of the United
States  government or its agencies  (Eligible Debt  Securities).  The Debentures
have a term of 20 years and bear interest at 8.32% per annum. The Debentures are
redeemable  on or after  June 30,  2002 at the  option  of the  Company  and its
subsidiaries,  in whole or in part. The interest payment dates on the Debentures
correspond to the distribution payment dates on the Preferred Securities.

Holders of the  Preferred  Securities  are entitled to receive  cumulative  cash
distributions  accumulating  from the date of issuance and payable  quarterly in
arrears on each March 31, June 30,  September  30, and December 31, at an annual
rate of 8.32% of the  liquidation  amount of $25.00 per security  (equivalent to
$2.08 per security per annum) if and when declared by the General Partner in its
sole discretion when funds are legally available for payment. The ability of the
Partnership to pay distributions on the Preferred Securities is dependent on its
receipt of payments from the Debentures and Eligible Debt Securities.

The  Preferred  Securities  are  redeemable  for  cash,  at  the  option  of the
Partnership,  in whole or in part, from time to time,  after June 30, 2002 at an
amount  per  preferred  security  equal to $25.00  plus  accumulated  and unpaid
distributions.  Upon the redemption of the Preferred Securities,  the TOPrS will
be redeemed, in whole or in part.

The Company has irrevocably guaranteed,  on a subordinated basis, the payment of
distributions due on the Preferred Securities, and the payments upon liquidation
of the  Partnership or the redemption of the Preferred  Securities to the extent
funds are legally available.

The location of the principal  executive offices of the Company,  the Trust, and
the Partnership is c/o Ultramar  Diamond Shamrock  Corporation,  6000 North Loop
1604 West,  San Antonio,  Texas  78249-1112  and the  telephone  number is (210)
592-2000.

Item 2.  Properties

None.

Item 3.  Legal Proceedings

Neither the Trust nor the  Partnership  knows of any material legal  proceedings
involving the Trust or the Partnership.

Item 4.  Submission of Matters to a Vote of Security Holders

No matter was  submitted to a vote of holders of any  securities of the Trust or
the Partnership during the year ended December 31, 2000.



                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

Market Information

There is no established  public market for the Common Securities of the Trust or
the general partnership interest in the Partnership.

Since June 25,  1997,  the 8.32%  TOPrS of the Trust have been listed on the New
York Stock  Exchange under the symbol  "UDS-PA".  The table below shows the high
and low sales prices on the New York Stock  Exchange for the 8.32% TOPrS and the
quarterly cash dividends paid:

                                Sales Price Cash
                                    High              Low           Dividends
         Year 2000
         4th quarter              $ 23.56           $ 21.88           $ 0.52
         3rd quarter                23.88             20.19             0.52
         2nd quarter                20.94             19.00             0.52
         1st quarter                21.13             18.50             0.52

         Year 1999
         4th quarter              $ 22.50           $ 20.38           $ 0.52
         3rd quarter                24.50             20.63             0.52
         2nd quarter                25.13             24.44             0.52
         1st quarter                25.50             24.75             0.52

Holders

The  Company  owns all of the  Common  Securities  of the  Trust  and all of the
general partnership interest in the Partnership.

As of February 15, 2001, there were 8,000,000 TOPrS  outstanding which were held
by at least 100 beneficial owners.

Dividends

The Company,  as holder of the Common  Securities  of the Trust,  is entitled to
receive  cumulative  cash  distributions  accumulating  from  June 25,  1997 and
payable  quarterly  in  arrears  on each March 31,  June 30,  September  30, and
December 31, at an annual rate of $514,675.  Distributions not paid on scheduled
payment dates will  accumulate and compound  quarterly at a rate per annum equal
to 8.32%.  The Limited  Partnership  Agreement  does not  require  any  periodic
distributions  to be made to the General  Partner;  however,  to the extent that
aggregate  payments to the  Partnership  on the  Debentures  and  Eligible  Debt
Securities  exceed  distributions  accumulated  or payable  with  respect to the
Preferred Securities, the Partnership may at times have excess funds which shall
be  allocated  to  and  may,  in  the  General  Partner's  sole  discretion,  be
distributed to the General Partner.

The Trust expects to continue to pay quarterly  distributions  on the TOPrS at a
rate of $0.52 per TOPrS to the  extent  the  Trust has funds  available  for the
payment of such distributions.




Item 6.  Selected Financial Data
<TABLE>
<CAPTION>

                                  UDS Capital I

                                                                                                 Period from
                                                                                                June 5, 1997
                                                                                               (Inception) to
                                                           Years Ended December 31,             December 31,
                                                           ------------------------
                                                      2000            1999           1998           1997
                                                      ----            ----           ----           ----
                                                                (in thousands)
<S>                                                 <C>              <C>           <C>             <C>
Statement of Income Data:
Net Income                                          $ 17,155         $ 17,155      $ 17,155        $ 8,816
Distributions on Trust Originated                     16,640           16,640        16,640          8,552
Distributions on Trust Common Securities                 515              515           515            264

</TABLE>

<TABLE>
<CAPTION>



                                                                      As of December 31,
                                                                      ------------------
                                                      2000            1999           1998           1997
                                                      ----            ----           ----           ----
                                                                        (in thousands)
<S>                                                 <C>             <C>           <C>             <C>
Balance Sheet Data:
Total Assets                                        $ 206,186       $ 206,186     $ 206,186       $206,186
Stockholder's Equity                                  206,186         206,186       206,186        206,186
</TABLE>


Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

The  Trust is a  statutory  business  trust ,  which  exists  for the  exclusive
purposes of:
o    issuing the 8.32% TOPrS and the Common Securities of the Trust,
o    investing in the 8.32% Preferred Securities issued by the Partnership, and
o    engaging in only those other activities necessary or incidental thereto.

The  Partnership  is a  limited  partnership,  which  exists  for the  exclusive
purposes of:
o    issuing its partnership interests,
o    investing in certain  eligible  securities of the Company and  wholly-owned
     subsidiaries of the Company and eligible debt securities of  non-affiliated
     entities, and
o    engaging in only those activities necessary or incidental thereto.

The Company is the General  Partner and the Trust is the Limited  Partner of the
Partnership. The Partnership is managed by the General Partner.

On June 25,  1997,  the Trust issued the TOPrS and Common  Securities  for total
proceeds of  $200,000,000  and  $6,186,000,  respectively,  and  invested  those
proceeds into Preferred Securities of the Partnership.  The Trust made quarterly
distribution payments on the TOPrS and Common Securities and received funds from
the Partnership of equivalent amounts as summarized below:




<TABLE>
<CAPTION>


                                                                   Years Ended December 31,
                                                      2000                   1999                   1998
                                                                        (in thousands)
<S>                                                   <C>                    <C>                    <C>
Net income from Preferred Securities                  $ 17,155               $ 17,155               $ 17,155
                                                        ======                 ======                 ======

Distributions to:
  8.32% TOPrS                                         $ 16,640               $ 16,640               $ 16,640
  8.32% Trust Common Securities                            515                    515                    515
                                                       -------                -------               --------
                                                      $ 17,155               $ 17,155               $ 17,155
                                                        ======                 ======                 ======
</TABLE>

On June 25,  1997,  the  Partnership  issued the  Preferred  Securities  and the
general  partner  interest for total proceeds of $206,186,000  and  $36,386,000,
respectively,  and invested those proceeds into the  subordinated  debentures of
the Company and wholly-owned  subsidiaries of the Company totaling $240,146,000.
In addition, the Partnership invested approximately  $2,400,000 in Eligible Debt
Securities and other  investments.  The Partnership made quarterly  distribution
payments on the Preferred Securities and general partner interest,  and received
funds from the Company,  wholly-owned subsidiaries of the Company and investment
issuers of approximately the same amounts.  Net income from debentures and other
investments and  distributions to the General Partner and the Limited Partner is
summarized below:
<TABLE>
<CAPTION>

                                                              Years Ended December 31,
                                                              ------------------------
                                                2000                    1999                    1998
                                                ----                    ----                    ----
                                                                   (in thousands)
<S>                                                <C>                     <C>                     <C>
Net income from debentures and
  other investments                              $ 20,146                $ 20,131                $ 20,125
                                                   ======                  ======                  ======

Distributions to:
  General partner                               $   2,830               $   2,830               $   2,831
  Limited partner                                  17,155                  17,155                  17,155
                                                   ------                  ------                  ------
                                                 $ 19,985                $ 19,985                $ 19,986
                                                   ======                  ======                  ======
</TABLE>

The Company  provides,  at no cost,  all  computer  and  administrative  support
necessary to process the activities of the Trust and the Partnership.

The impact of inflation has slowed in recent years and is not expected to have a
significant  effect  on the Trust or the  Partnership  as their  activities  are
fixed,  based on the investments owned and the distribution  requirements of the
equity ownership interest in the related entities.

Accounting Pronouncements

In June 1998,  the  Financial  Accounting  Standards  Board issued SFAS No. 133,
"Accounting for Derivative  Instruments  and Hedging  Activities." In June 2000,
the FASB issued SFAS No. 138, "Accounting for Certain Derivative Instruments and
Certain Hedging Activities," which amends SFAS No. 133. SFAS No. 133 and No. 138
establish  accounting  and  reporting  standards  for  derivative   instruments,
including certain derivative  instruments  embedded in other contracts,  and for
hedging  activities.  It requires that an entity  recognize all  derivatives  as
either assets or liabilities in the balance sheet and measure those  instruments
at fair value. The Trust and the Partnership  adopted these standards  effective
January 1, 2001 and there was no impact as the Trust and the  Partnership do not
hold or trade derivative instruments.

In September  2000,  the FASB issued FASB  Statement  No. 140,  "Accounting  for
Transfers and Servicing of Financial Assets and  Extinguishments of Liabilities,
a Replacement  of FASB  Statement  No. 125." FASB  Statement No. 140 revises the
standards for accounting for  securitizations  and other  transfers of financial
assets and collateral and requires certain disclosures, but it carries over most
of FASB  Statement  No.  125's  provisions  without  reconsideration.  Except as
otherwise  provided,  Statement No. 140 is effective for transfers and servicing
of financial assets and extinguishments of liabilities occurring after March 31,
2001.  The  Statement  shall be applied  prospectively;  earlier or  retroactive
application  of  this   statement  is  not  permitted.   We  have  reviewed  the
requirements  of Statement No. 140 and will adopt the statement  effective April
1,  2001.  Management  believes  there  will  be no  effect  to the  Trust's  or
Partnership's  financial  position  or  results  of  operation  as a  result  of
implementation of this statement.

Certain Forward Looking Statements

This Annual Report on Form 10-K contains certain "forward-looking" statements as
such term is defined in Section  27A of the  Securities  Act of 1933 and Section
21E of the Securities  Act of 1934 and  information  relating to the Trust,  the
Partnership or the Company and its subsidiaries that are based on the beliefs of
management as well as assumptions made by and information currently available to
management.  When used in this Annual Report, the words "anticipate," "believe,"
"estimate,"  "expect," "intend" and similar  expressions,  as they relate to the
Trust, the Partnership, the Company or its subsidiaries or management,  identify
forward-looking  statements.  Such  statements  reflect  the  current  views  of
management  with  respect  to future  events and are  subject to certain  risks,
uncertainties  and  assumptions  relating  to  the  operations  and  results  of
operations,  including as a result of competitive factors and pricing pressures,
shifts in market  demand and  general  economic  conditions  and other  factors.
Should  one or more of  these  risks or  uncertainties  materialize,  or  should
underlying  assumptions  prove  incorrect,  actual  results or outcomes may vary
materially from those  described  herein as  anticipated,  believed,  estimated,
expected, or intended.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

Neither the Trust nor the Partnership have entered into any  transactions  using
derivative  financial  instruments  or  derivative  commodity  instruments.  The
Company's  management  believes that the Trust's and  Partnership's  exposure to
market risk associated with other investments is not material.


Item 8.  Financial Statements and Supplementary Data





                    Report of Independent Public Accountants


To UDS Capital I:

We have  audited the  accompanying  balance  sheets of UDS Capital I, a Delaware
business  trust (the  Trust) as of December  31, 2000 and 1999,  and the related
statements of income,  stockholders' equity and cash flows for each of the three
years in the period ended December 31, 2000. These financial  statements are the
responsibility of the Trust's  management.  Our  responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation. We believe our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of UDS Capital I as of December
31, 2000 and 1999, and the results of its operations and its cash flows for each
of the three years in the period ended  December 31, 2000,  in  conformity  with
accounting principles generally accepted in the United States.



                                                         /s/ ARTHUR ANDERSEN LLP


San Antonio, Texas
February 15, 2001


<TABLE>
<CAPTION>


                                  UDS CAPITAL I
                                 BALANCE SHEETS
                     (in thousands, except securities data)




                                                                                                    December 31,
                                                                                                2000             1999
                                                                                                ----             ----
                                         Assets

<S>                                                                                          <C>               <C>
Investment in UDS Funding I, L.P. Preferred Securities                                       $ 206,186         $ 206,186
                                                                                             ---------         ---------

    Total Assets                                                                             $ 206,186         $ 206,186
                                                                                             =========         =========

</TABLE>
<TABLE>
<CAPTION>

                                  Stockholders' Equity

<S>                                                                                          <C>               <C>
8.32% Trust Originated Preferred Securities, $25.00 liquidation amount per security:
     8,000,000 securities authorized, issued and outstanding                                 $ 200,000         $ 200,000

8.32% Trust Common Securities, $25.00 liquidation amount per security:
     247,440 securities authorized, issued and outstanding                                       6,186             6,186
                                                                                            ----------        ----------

     Total Stockholders' Equity                                                              $ 206,186         $ 206,186
                                                                                             =========         =========

</TABLE>

                 See accompanying notes to financial statements.


<TABLE>
<CAPTION>


                                  UDS CAPITAL I
                              STATEMENTS OF INCOME
                                 (in thousands)




                                                                                    Years Ended December 31,
                                                                                    ------------------------
                                                                        2000                   1999                  1998
                                                                        ----                   ----                  ----

<S>                                                                    <C>                    <C>                   <C>
Net income on UDS Funding I, L.P. Preferred Securities                 $ 17,155               $ 17,155              $ 17,155
                                                                         ======                 ======                ======

</TABLE>

                 See accompanying notes to financial statements.


<TABLE>
<CAPTION>


                                  UDS CAPITAL I
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                  Years Ended December 31, 2000, 1999 and 1998
                     (in thousands, except securities data)




                                                                                                                       Total
                                                                     Common         Preferred        Retained      Stockholders'
                                                                   Securities      Securities        Earnings         Equity

<S>                                                                 <C>            <C>            <C>                <C>
Balance at December 31, 1997                                        $ 6,186        $ 200,000      $         -        $ 206,186

  Net income                                                              -               -            17,155           17,155

  Dividends on 8.32% Trust Originated Preferred Securities                -               -           (16,640)         (16,640)

  Dividends on 8.32% Trust Common Securities                              -               -              (515)            (515)
                                                                  ---------      -----------          -------       ----------

Balance at December 31, 1998                                          6,186          200,000                -          206,186

  Net income                                                              -                -           17,155           17,155

  Dividends on 8.32% Trust Originated Preferred Securities                -                -           (16,640)         (16,640)

  Dividends on 8.32% Trust Common Securities                              -                -             (515)            (515)
                                                                  ---------      ------------         -------       ----------

Balance at December 31, 1999                                          6,186          200,000                -          206,186

  Net Income                                                              -                -           17,155           17,155

  Dividends on 8.32% Trust Originated Preferred Securities                -                -          (16,640)         (16,640)

  Dividends on 8.32% Trust Common Securities                              -                -             (515)            (515)
                                                                  ---------      ------------         -------       ----------

Balance at December 31, 2000                                        $ 6,186        $ 200,000        $       -        $ 206,186
                                                                      =====          =======          =======          =======

</TABLE>

                 See accompanying notes to financial statements.


<TABLE>
<CAPTION>


                                  UDS CAPITAL I
                            STATEMENTS OF CASH FLOWS
                                 (in thousands)




                                                                                     Years Ended December 31,
                                                                              2000             1999             1998
                                                                              ----             ----             ----

<S>                                                                         <C>              <C>              <C>
Cash Flows Provided By Operating Activities -

Net income on UDS Funding I, L.P. Preferred Securities                      $ 17,155         $ 17,155         $ 17,155
                                                                              ------           ------           ------

Cash Flows from Financing Activities:

Distributions on 8.32% Trust Originated Preferred Securities                 (16,640)         (16,640)         (16,640)
Distributions on 8.32% Trust Common Securities                                  (515)            (515)            (515)
                                                                            --------         --------         --------

    Net cash used in by financing activities                                 (17,155)         (17,155)         (17,155)
                                                                              ------           ------           ------

Net Change in Cash                                                                 -                -                -
Cash at Beginning of Year                                                          -                -                -
                                                                         ------------     -----------      -----------

Cash at End of Year                                                      $         -   $            -     $          -
                                                                           ==========     ===========       ==========

</TABLE>

                 See accompanying notes to financial statements.




                                  UDS CAPITAL I
                          NOTES TO FINANCIAL STATEMENTS
                        December 31, 2000, 1999 and 1998

NOTE 1: Summary of Significant Accounting Policies

Basis of Presentation:  UDS Capital I (the Trust) is a statutory  business trust
formed on June 5, 1997 for the exclusive purposes of:
o    issuing the Trust  Originated  Preferred  Securities  (TOPrS) and the Trust
     Common  Securities (the Common  Securities and together with the TOPrS, the
     Trust Securities)  representing undivided beneficial ownership interests in
     the assets of the Trust,
o    purchasing  Partnership  Preferred  Securities  (the Preferred  Securities)
     representing the limited partnership  interests of UDS Funding I, L.P. (the
     Partnership) with the proceeds from the sale of the Trust Securities, and
o    engaging in only those other  activities  necessary or incidental  thereto.
     The Trust has a perpetual existence, subject to certain termination events.

The Trust and Partnership  are  wholly-owned  subsidiaries  of Ultramar  Diamond
Shamrock Corporation (the Company) and all expenses related to the operations of
the Trust and the  Partnership  are paid for by the Company.  Two Trustees,  who
manage the Trust, are officers of the Company.

Cash: The Trust maintains  minimal cash balances,  as all income received on the
Preferred Securities is distributed immediately.

Investments:  The  investment  in Preferred  Securities  represents  the limited
partnership  interest in the Partnership,  and is recorded at cost. The carrying
value of the investment approximates its fair value. Income on the investment is
accrued when earned.

Income Taxes: The Trust is classified as a grantor trust for U.S. Federal income
tax purposes.  Accordingly, the Trust does not incur any income tax liabilities.
Such liabilities are incurred directly by the security holders.

Use of Estimates:  The  preparation of financial  statements in accordance  with
United States generally accepted  accounting  principles  requires management to
make estimates and assumptions that affect the amounts reported in the financial
statements  and  accompanying  notes.  Actual  results  could  differ from those
estimates.  On an ongoing basis,  management  reviews its  estimates,  including
those related to investment values,  based on currently  available  information.
Changes in facts and circumstances may result in revised estimates.

NOTE 2: Investment in UDS Funding I, L.P. Preferred Securities

On June 25, 1997, the Trust purchased 8,247,440 8.32% Preferred  Securities with
a $25.00 liquidation  preference per security from the Partnership.  The Company
is the  General  Partner  of  the  Partnership.  The  Preferred  Securities  are
redeemable on or after June 30, 2002 at the option of the Partnership,  in whole
or in part,  at a  redemption  price  equal to  $25.00  per  security.  Upon any
redemption of the Preferred Securities, the TOPrS will be redeemed.

Distributions  on the Preferred  Securities are payable  quarterly in arrears on
March 31, June 30, September 30, and December 31 of each year. Distributions not
paid on the scheduled payment date accumulate and compound quarterly at the rate
of 8.32% per annum. The distribution  payment dates of the Preferred  Securities
correspond  to the  distribution  payment  dates of the TOPrS.  The  Company has
guaranteed,  on a subordinated  basis,  the  distributions  due on the Preferred
Securities  if and  when  declared  by the  Partnership  and the  payments  upon
liquidation of the Partnership or the redemption of the Preferred  Securities to
the extent funds are legally available.



                                  UDS CAPITAL I
                    NOTES TO FINANCIAL STATEMENTS -continued
                        December 31, 2000, 1999 and 1998

NOTE 3: Stockholders' Equity

Trust Originated Preferred Securities

On June 25, 1997, the Trust issued  8,000,000 of the 8.32% TOPrS,  with a $25.00
liquidation  amount per security in an underwritten  public offering.  The total
proceeds  from the public  offering were  $200,000,000  and the Company paid all
fees and  expenses  related to the  offering.  Holders of the TOPrS have limited
voting rights and are not entitled to vote to appoint,  remove or replace, or to
increase or decrease  the number of  trustees,  which  voting  rights are vested
exclusively in the holder of the Common Securities. Under certain circumstances,
the  TOPrS  have  preferential   rights  to  payments  relative  to  the  Common
Securities.

The TOPrS are  redeemable  on or after June 30, 2002 at the option of the Trust,
in whole or in part,  at a  redemption  price  equal  to  $25.00  per  security.
Distributions on the TOPrS are cumulative and are payable quarterly on March 31,
June 30,  September  30, and December 31 of each year, if and when the Trust has
funds available for distribution.  The Company has guaranteed, on a subordinated
basis, the payment of all  distributions  and other payments on the TOPrS to the
extent  funds  are  legally  available.   This  guarantee  and  the  Partnership
distribution  guarantee are subordinated to all other liabilities of the Company
and rank equally with the most senior preferred stock of the Company.

Trust Common Securities

On June 25, 1997, the Trust issued 247,440 of the 8.32% Common Securities with a
$25.00 liquidation amount per security to the Company for $6,186,000. The Common
Securities  are redeemable on or after June 30, 2002 at the option of the Trust,
in whole or in part,  at a  redemption  price  equal  to  $25.00  per  security.
Distributions on the Common  Securities are cumulative and payable  quarterly on
March 31, June 30,  September 30, and December 31 of each year,  in arrears,  at
the annual rate of 8.32% of the  liquidation  amount,  if and when the Trust has
funds  available  for   distribution,   subject  to  the  Preferred   Securities
preferential rights.





                    Report of Independent Public Accountants


To UDS Funding I, L.P.:

We have  audited  the  accompanying  balance  sheets of UDS  Funding I, L.P.,  a
Delaware limited partnership (the Partnership) as of December 31, 2000 and 1999,
and the related statements of income,  partners' capital and cash flows for each
of the three  years in the period  ended  December  31,  2000.  These  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation. We believe our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of UDS Funding I, L.P. as of
December 31, 2000 and 1999, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 2000, in conformity
with accounting principles generally accepted in the United States.



                                                         /s/ ARTHUR ANDERSEN LLP


San Antonio, Texas
February 15, 2001

<TABLE>
<CAPTION>


                               UDS FUNDING I, L.P.
                                 BALANCE SHEETS
                     (in thousands, except securities data)




                                                                                                  December 31,
                                                                                             2000             1999
                                                                                             ----             ----
                                        Assets

<S>                                                                                        <C>              <C>
Cash and cash equivalents                                                               $         239    $          90
                                                                                          -----------      -----------

Investments:
  Bank certificate of deposit                                                                    100              100
  Investment in U.S. government securities, at amortized cost                                  2,564            2,564
  Subordinated debentures of Ultramar Diamond Shamrock Corporation, at cost                  206,186          206,186
  Subordinated debentures of Ultramar Inc. and Diamond Shamrock Refining
   Company, L.P., both wholly-owned subsidiaries of Ultramar Diamond  Shamrock
   Corporation, at cost                                                                       33,960           33,960
                                                                                            --------         --------
     Total investments                                                                       242,810          242,810

Accrued interest receivable                                                                       27               15
                                                                                         -----------      -----------

       Total Assets                                                                        $ 243,076        $ 242,915
                                                                                             =======          =======
</TABLE>
<TABLE>
<CAPTION>

                                  Partners' Capital

<S>                                                                                        <C>              <C>
Limited partnership interest held by UDS Capital I, a Delaware business trust,
  8,247,440 preferred securities with $25.00 per security liquidation preference           $ 206,186        $ 206,186

General partnership interest held by Ultramar Diamond Shamrock Corporation                    36,890           36,729
                                                                                            --------         --------

       Total Partners' Capital                                                             $ 243,076        $ 242,915
                                                                                             =======          =======

</TABLE>

                 See accompanying notes to financial statements.


<TABLE>
<CAPTION>


                               UDS FUNDING I, L.P.
                              STATEMENTS OF INCOME
                                 (in thousands)




                                                                                         Years Ended December 31,
                                                                                         ------------------------
                                                                                 2000               1999              1998
                                                                                 ----               ----              ----
<S>                                                                            <C>                 <C>               <C>
Interest income:

  Interest income on subordinated debenture of
    Ultramar Diamond Shamrock Corporation                                      $ 17,155            $ 17,155          $ 17,155

  Interest income on subordinated debentures of Ultramar Inc. and
   Diamond Shamrock Refining Company, L.P., both wholly-owned
   subsidiaries of Ultramar Diamond Shamrock Corporation                          2,825               2,825             2,825

  Interest income on U.S. government securities,
    certificate of deposit and cash equivalents                                     166                 151               145
                                                                              ---------           ---------         ---------

     Net income                                                                $ 20,146            $ 20,131          $ 20,125
                                                                                 ======              ======            ======


</TABLE>

                 See accompanying notes to financial statements.





                               UDS FUNDING I, L.P.
                         STATEMENTS OF PARTNERS' CAPITAL
                  Years Ended December 31, 2000, 1999 and 1998
                                 (in thousands)




                                                                         Total
                                         General        Limited        Partners'
                                         Partner        Partner         Capital

Balance at December 31, 1997           $ 36,444       $ 206,186       $ 242,630

  Net income allocated to partners        2,970          17,155          20,125

  Distributions to partners              (2,831)        (17,155)        (19,986)
                                        -------         -------         -------

Balance at December 31, 1998             36,583         206,186         242,769

  Net income allocated to partners        2,976          17,155          20,131

  Distributions to partners              (2,830)        (17,155)        (19,985)
                                         ------         --------        -------

Balance at December 31, 1999             36,729         206,186         242,915

  Net income allocated to partners        2,991          17,155          20,146

  Distributions to partners              (2,830)        (17,155)        (19,985)
                                         ------         -------         -------

Balance at December 31, 2000           $ 36,890       $ 206,186       $ 243,076
                                         ======         =======         =======

                 See accompanying notes to financial statements.



<TABLE>
<CAPTION>


                               UDS FUNDING I, L.P.
                            STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                    .........



                                                                                     Years Ended December 31,
                                                                                     ------------------------
                                                                           2000                 1999                1998
                                                                           ----                 ----                ----
<S>                                                                       <C>                  <C>                 <C>
Cash Flows from Operating Activities:
  Net income                                                             $ 20,146             $ 20,131            $ 20,125
  Decrease (Increase) in accrued interest receivable                          (12)                  11                 (23)
                                                                        ----------           ---------           ----------
    Net cash provided by operating activities                              20,134               20,142              20,102
                                                                           ------               ------              ------

Cash Flows from Investing Activities:
  Purchase of bank certificate of deposit                                       -                    -                (100)
  Maturity of bank certificate of deposit                                       -                    -                  99
  Purchases of U.S. government securities                                    (650)                (592)             (3,072)
  Maturity of U.S. government securities                                      650                  500               2,926
                                                                           ------               ------            --------
    Net cash used in investing activities                                       -                  (92)               (147)
                                                                        ---------              --------           ---------

Cash Flows from Financing Activities:
  Distributions to Limited Partner                                        (17,155)             (17,155)            (17,155)
  Distributions to General Partner                                         (2,830)              (2,830)             (2,831)
                                                                           -------              -------             -------
    Net cash used in financing activities                                 (19,985)             (19,985)            (19,986)
                                                                          --------             --------            --------

Net Change in Cash                                                            149                   65                 (31)
Cash at Beginning of Year                                                      90                   25                  56
                                                                         --------             --------            --------

Cash at End of Year                                                    $      239           $       90          $       25
                                                                         ========             ========            ========

</TABLE>

                 See accompanying notes to financial statements.




                               UDS FUNDING I, L.P.
                          NOTES TO FINANCIAL STATEMENTS
                        December 31, 2000, 1999 and 1998

NOTE 1: Summary of Significant Accounting Policies

Basis of  Presentation:  UDS  Funding  I, L.P.  (the  Partnership)  is a limited
partnership formed on June 5, 1997 for the exclusive purposes of:
o    issuing its partnership interests,
o    investing in certain  eligible  securities of the Company and eligible debt
     securities of non-affiliated entities, and
o    engaging in only those other activities necessary or incidental thereto.

The Company, as General Partner, has agreed to pay all expenses and fees related
to the  organization  and  operation  of  the  Partnership  and  for  all  other
obligations  of  the  Partnership.  Additionally,  the  Company  has  agreed  to
indemnify certain officers and agents of the Partnership. Except, as provided in
certain  partnership  agreements  and as  provided  by law,  the  holders of the
Preferred Securities have no voting rights.

Cash  and  Cash  Equivalents:   The  Partnership  considers  all  highly  liquid
investments with an original  maturity of three months or less when purchased to
be cash  equivalents.  As of  December  31,  2000  and  1999,  cash  equivalents
consisted  of $238,735  and $89,868,  respectively,  of  overnight  money market
funds, whose cost approximates fair value.

Investments:  The Partnership  holds  investments in subordinated  debentures of
Ultramar  Diamond  Shamrock  Corporation  (the  Company)  and  two  wholly-owned
subsidiaries  of the  Company.  The  Company is one of the  largest  independent
refining  and  marketing  companies  in North  America.  The Company  owns seven
refineries  in the United States and Canada and has  approximately  5,000 retail
convenience stores.

Investments in subordinated debentures of the Company and its subsidiaries,  and
in  U.S.  government  securities  are  classified  as  held-to-maturity  and are
recorded at amortized  cost. The carrying value of the  subordinated  debentures
approximates their fair value as of December 31, 2000 and 1999.

Income Taxes:  The Partnership is classified as a partnership  for U.S.  Federal
income tax purposes.  Accordingly, the Partnership does not incur any income tax
liabilities. Such liabilities are incurred directly by the partners.

Use of Estimates:  The  preparation of financial  statements in accordance  with
United States generally accepted  accounting  principles  requires management to
make estimates and assumptions that affect the amounts reported in the financial
statements  and  accompanying  notes.  Actual  results  could  differ from those
estimates.  On an ongoing basis,  management  reviews its  estimates,  including
those related to investment values,  based on currently  available  information.
Changes in facts and circumstances may result in revised estimates.






                               UDS FUNDING I, L.P.
                    NOTES TO FINANCIAL STATEMENTS - continued
                        December 31, 2000, 1999 and 1998

NOTE 2: Investments

U.S. government  securities  Investments in U.S. government securities consisted
of the following at December 31 (in thousands):

                 Amortized             Gross Unrealized
   Year            Cost             Gains            Losses          Fair Value

   2000           $ 2,564           $  14             $   4           $ 2,574

   1999             2,564               -                33             2,531


As of December 31, 2000, maturity of U.S.  government  securities was as follows
(in thousands):

              Year ending December 31,

                        2001                    $    631
                        2002                       1,283
                        2003                         650
                                                   -----
                                                 $ 2,564

Subordinated debentures
On June 25, 1997, the  Partnership  purchased  debentures of the Company and the
Subsidiaries.  The  subordinated  debentures  have a term of 20  years  and bear
interest at 8.32% per annum.  The  subordinated  debentures are redeemable on or
after June 30, 2002 at the option of the Company and the Subsidiaries,  in whole
or in part, at a redemption  price equal to the entire  principal  amount of the
subordinated  debentures being so redeemed plus any accrued and unpaid interest.
The interest payment dates  correspond to the distribution  payment dates of the
Preferred  Securities.  Interest  and  redemption  payments on the  Subsidiaries
debentures are guaranteed by the Company on a subordinated basis.

NOTE 3: Partners' Capital

On June  25,  1997,  the  Partnership  sold  8,247,440  of the  8.32%  Preferred
Securities,  with a $25.00 liquidation  preference per security to the Trust for
total proceeds of  $206,186,000.  The Preferred  Securities are redeemable on or
after June 30, 2002 at the option of the Partnership,  in whole or in part, at a
redemption  price equal to $25.00 per security.  Distributions  on the Preferred
Securities  are  cumulative  and are  payable  quarterly  on March 31,  June 30,
September  30, and December 31 of each year, if and when declared by the General
Partner.

The Company has guaranteed,  on a subordinated  basis, the  distributions due on
the  Preferred  Securities  if and  when  declared  by the  Partnership  and the
payments upon  liquidation of the Partnership or the redemption of the Preferred
Securities  to the  extent  funds  are  legally  available.  This  guarantee  is
subordinated to all other  liabilities of the Company and ranks equally with the
most senior preferred stock of the Company.



Item  9.  Changes  in and  disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

None.


                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

The Trustees of the Trust are as follows:

Regular Trustee............Robert S. Shapard
Regular Trustee............Steven A. Blank
Regular Trustee............Patti K. Meisetschleager
Property Trustee...........The Bank of New York
Delaware Trustee...........The Bank of New York (Delaware)

Robert S. Shapard is Executive Vice President and Chief Financial Officer of the
Company,  and has served in those  capacities since August 1, 2000. He was Chief
Executive  Officer of TXU  Australia  from  September  1998 to August 2000.  Mr.
Shapard held various positions at subsidiaries of TXU Corporation from June 1994
to  September  1998.  TXU  is  an  electricity  and  natural  gas  company  with
significant operations in the United States, Europe and Australia.

Steven A. Blank is Vice President and Treasurer of the Company and has served in
those  capacities with the Company since the merger of Ultramar  Corporation and
Diamond  Shamrock,  Inc.  in  December  1996.  Previously  he served in  various
positions within Ultramar Corporation.

Patti K. Meisetschleager is Assistant Treasurer of the Company and has served in
that  capacity  with the Company  since the merger of Ultramar  Corporation  and
Diamond  Shamrock,  Inc.  in  December  1996.  Previously  she served in various
positions within Diamond Shamrock Refining and Marketing.

On August 1, 2000 H. Pete Smith,  who was  Executive  Vice  President  and Chief
Financial  Officer of the Company and a Regular  Trustee of the Trust,  retired.
Mr.  Blank and Ms.  Meisetschleager  have served in their  capacities  since the
Trust was organized on June 5, 1997.  The Trustees  serve at the pleasure of the
Company, as the holder of the Common Securities of the Trust.

The Partnership has no directors or executive  officers,  and the Company serves
as General Partner.

Section 16(a) Beneficial Ownership Reporting Compliance
Regular  Trustees  Steven A. Blank and Patti K.  Meisetschleager  did not timely
file Reports on Form 3 after becoming  Regular  Trustees of the Trust on June 5,
1997.  Regular  Trustee  Robert  Shapard  did not timely file a Report on Form 3
after becoming a Regular  Trustee of the Trust on November 9, 2000. None of such
Regular  Trustees owned equity  securities of the Trust at the time such Reports
on Form 3 were  required.  Steven A. Blank did not timely file Reports on Form 4
following his purchase of 900 Trust Preferred Securities on October 28, 1999 and
500 Trust  Preferred  Securities on January 4, 2000.  All such Regular  Trustees
have now filed all such reports.

Item 11.  Executive Compensation

Neither the Trust nor the Partnership has any executive officers. No employee of
the Company  receives any compensation for serving as a Trustee or acting in any
capacity  for the Trust or the  Partnership  separate  from  compensation  as an
employee of the Company.



Item 12.  Security Ownership of Certain Beneficial Owners and Management

The information in Item 1 - Business and Item 5 - Market for Registrants' Common
Equity and Related  Stockholder  Matters with respect to ownership of the Common
Securities of the Trust is incorporated by reference in response to this item.

Item 13.  Certain Relationships and Related Transactions

None.



                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(A)           Documents filed as part of this report:

         (1) Financial  Statements of the Trust and the Partnership are included
             under Part II, Item 8:

             UDS Capital I - Financial Statements:  Report of Independent Public
               Accountants Balance Sheets as of December 31, 2000 and 1999
               Statements of Income for the Years Ended December 31, 2000,  1999
               and 1998 Statements of  Stockholders'  Equity for the Years Ended
               December 31, 2000, 1999 and 1998 Statements of Cash Flows for the
               Years Ended  December 31, 2000,  1999 and 1998 Notes to Financial
               Statements

             UDS Funding I, L.P. - Financial Statements:
               Report of Independent Public Accountants
               Balance Sheets as of December 31, 2000 and 1999
               Statements of Income for the Years Ended December 31, 2000,  1999
               and 1998  Statements  of  Partners'  Capital  for the Years Ended
               December 31, 2000, 1999 and 1998 Statements of Cash Flows for the
               Years Ended  December 31, 2000,  1999 and 1998 Notes to Financial
               Statements

         (2) Financial Statement Schedules - None.

(B)      Reports on Form 8-K - None.

(C)      Exhibits:

Certain of the  following  exhibits were  previously  filed as exhibits to other
reports  or  registration  statements  filed by the Trust  and are  incorporated
herein by  reference  to such reports or  registration  statements  as indicated
parenthetically  below by the appropriate  report reference date or registration
statement number.

 Exhibit                                          Incorporated by Reference
 Number            Description                    To the Following Documents

  4.1   Certificate   of   Trust  of  UDS   Registration   Statement  on  Form
        Capital I dated June 5, 1997        S-3 (File No.333-28737)

  4.2   Amended and Restated  Declaration   Current  Report on Form 8-K dated
        of Trust of UDS  Capital  I dated   June 30, 1997
        June 25, 1997

  4.3   Certificate       of      Limited   Registration   Statement  on  Form
        Partnership  of  UDS  Funding  I,   S-3 (File No.333-28737)
        L.P. dated June 5, 1997


 Exhibit                                           Incorporated by Reference
 Number                Description                 To the Following Documents

  4.4   Amended  and   Restated   Limited  Current  Report  on  Form  8-K  dated
        Partnership   Agreement   of  UDS  June 30, 1997
        Funding  I, L.P.  dated  June 25,
        1997

  4.5   Trust    Preferred     Securities  Current  Report  on  Form  8-K  dated
        Guarantee    Agreement    between  June 30, 1997
        Ultramar     Diamond     Shamrock
        Corporation  and The  Bank of New
        York as guarantee  Trustee  dated
        June 25, 1997

  4.6   Partnership  Preferred Securities  Current  Report  on  Form  8-K  dated
        Guarantee  Agreement  by Ultramar  June 30, 1997
        Diamond   Shamrock    Corporation
        dated June 25, 1997

  4.7   Subordinated   Indenture  between  Current  Report  on  Form  8-K  dated
        Ultramar     Diamond     Shamrock  June 30, 1997
        Corporation  and The  Bank of New
        York dated June 25, 1997

  4.8   Affiliate   Debenture   Guarantee  Registration  Statement  on Form  S-3
        Agreement     between    Ultramar  (File No.333-28737)
        Diamond Shamrock  Corporation and
        The Bank of New York

  4.9   Certificate    Evidencing   Trust  Current  Report  on  Form  8-K  dated
        Preferred Security                 June 30, 1997

  4.10  Certificate            Evidencing  Current  Report  on  Form  8-K  dated
        Partnership Preferred Security     June 30, 1997

  4.11  Subordinated Debenture             Current  Report  on  Form  8-K  dated
                                           June 30, 1997

  10.1  8.32% Subordinated  Debenture Due  Current  Report  on  Form  8-K  dated
        2017 dated June 25, 1997           June 30, 1997

  23.1  Consent of Arthur Andersen LLP     +


+ Filed herewith.




                                  Exhibit 23.1

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation of our
reports  included  in  this  Form  10-K,  into  the  Trust's   previously  filed
Registration Statement on Form S-3 (No. 333-28737).


                                                         /s/ ARTHUR ANDERSEN LLP

San Antonio,  Texas
February 15, 2001





                                   SIGNATURES

Pursuant to the  requirements of section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the Trust and the  Partnership  have duly caused this report to be
signed on their  behalf by the  undersigned,  thereunto  duly  authorized  as of
February 15, 2001.

UDS Capital I

By:       /s/ Robert S. Shapard                      By:    /s/ Steven A. Blank
    --------------------------------                     -----------------------
Name:    Robert S. Shapard                           Name:    Steven A. Blank
Title:   Regular Trustee                             Title:   Regular Trustee
(Principal Executive Financial and Accounting Officer)

By:     /s/ Patti K. Meisetschleager
    --------------------------------
Name:    Patti K. Meisetschleager
Title:   Regular Trustee


UDS Funding I, L.P.

By: Ultramar Diamond Shamrock Corporation, as General Partner

By:     /s/ Robert S. Shapard
    ------------------------------
Name:   Robert S. Shapard
Title:  Executive Vice President and Chief Financial Officer