--------------------------------------------------------------------------------
      As filed with the Securities and Exchange Commission January 31, 2002
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           ---------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   Valero L.P.
               (Exact Name of Registrant as Specified in Charter)

Delaware                                                       74-2958817
(State of                                                    (IRS Employer
Incorporation)                                               Identification No.)

6000 North Loop 1604 West                                    78249-1112
(Address of Principal Executive                              (zip code)
           Offices)

                  Valero GP, LLC 2000 Long-Term Incentive Plan
                            (Full title of the Plan)

                                Todd Walker, Esq.
                               Corporate Secretary
                                One Valero Place
                            San Antonio, Texas 78212
                     (Name and Address of Agent for Service)

                                 (210) 370-2000
                     (Telephone Number, Including Area Code
                              of Agent for Service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                            <C>            <C>                  <C>                     <C>
------------------------- ------------------- -------------------- ----------------------- ------------------
 Title of Securities to      Amount to be      Proposed Maximum       Proposed Maximum       Amount of
     be Registered            Registered      Offering Price Per          Offering         Registration
                                                   Share (1)             Price (1)             Fee (1)
------------------------- ------------------- -------------------- ----------------------- ------------------
------------------------- ------------------- -------------------- ----------------------- ------------------
      Common Units             250,000        $38.55               $9,637,500              $920.00
  Representing Limited
 Partnership Interests
------------------------- ------------------- -------------------- ----------------------- ------------------
</TABLE>


(1)  Estimated  solely for the  purpose of  computing  the  registration  fee in
     accordance with Rule 457 (h) and Rule 457 (c), based on the market price of
     Common Units of Valero L.P. (the "Company") of $38.55,  per Unit,  which is
     the average of the high and low sale price thereof on the Composite Tape of
     the New York Stock Exchange on January 25, 2002.




<PAGE>



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.  Incorporation of Documents by Reference.

     The following  documents filed with the Securities and Exchange  Commission
(the "Commission") by the Company are incorporated herein by reference:

     (a)  The Company's  prospectus dated April 9, 2001 (the "Prospectus") filed
          pursuant to Rule 424(b) under the  Securities  Act of 1933, as amended
          (the "1933 Act");

     (b)  The  Company's  Report on Form 10-Q for the fiscal  quarter ended June
          30, 2001,  filed pursuant to Section 13(a) of the Securities  Exchange
          Act of 1934, as amended (the "1934 Act"); and

     (c)  The  Company's  Report  on Form  10-Q  for the  fiscal  quarter  ended
          September 30, 2001, filed pursuant to Section 13(a) of the 1934 Act.

     All documents filed by the Company pursuant to Sections 13 (a), 13 (c), 14,
or 15(d) of the 1934 Act subsequent to the filing of this Form S-8  Registration
Statement  (the  "Registration   Statement")  and  prior  to  the  filing  of  a
post-effective  amendment to the Registration  Statement that indicates that all
securities  offered have been sold or that  de-registers  all of the  securities
that remain unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the respective dates of the filing of such documents.

Item 4.  Description of Securities.

         Incorporated by reference to the Prospectus.

Item 5.  Interests of Named Experts and Counsel.

                                     EXPERTS

     The December 31, 2000 financial statements of Valero Logistics  Operations,
L.P.  (formerly  Shamrock  Logistics  Operations,  L.P.) and its  predecessor in
interest,  the Ultramar Diamond  Shamrock  Logistics  Business,  incorporated by
reference in this  prospectus and elsewhere in the  registration  statement have
been  audited  by  Arthur  Andersen  LLP,  independent  public  accountants,  as
indicated  in their  reports with respect  thereto,  and are included  herein in
reliance upon the  authority of said firm as experts in auditing and  accounting
in giving said reports.

                                  LEGAL MATTERS

     The validity of the Company's  Common Units being  offered  hereby has been
passed upon for the Company by Todd Walker, Esq., Secretary for the Company. Mr.
Walker beneficially owns Common Units of the Company.

Item 6. Indemnification of Directors and Officers.

     Under the  Company's  partnership  agreement,  in most  circumstances,  the
Company will indemnify the following persons, to the fullest extent permitted by
law, from and against all losses, claims, damages or similar events:

     (1)  the general partner;

     (2)  any departing general partner;

     (3)  any person who is or was an  affiliate  of the general  partner or any
          departing general partner;

     (4)  any  person  who is or was a  partner,  officer,  director,  employee,
          agent, or trustee of the general partner, Valero GP, LLC, or departing
          general  partner or any affiliate of the general  partner,  Valero GP,
          LLC, or departing general partner; or

     (5)  any person who is or was serving at the request of the general partner
          or departing  general  partner or any affiliate of the general partner
          or  departing  general  partner  as an  officer,  director,  employee,
          member, partner, agent, or trustee of another person.

     Any  indemnification  under  these  provisions  will  only  be  out  of the
Company's assets. Unless it otherwise agrees in its sole discretion, the general
partner shall not be personally liable for any of the Company's  indemnification
obligations,  nor have any  obligation  to contribute or loan funds or assets to
the Company to enable us to effectuate indemnification.  The Company maintains a
policy of director's  and officer's  liability  insurance,  and has entered into
indemnification  agreements  with the  directors  and  certain  officers  of the
Company,  providing for  indemnification on the terms set out in the partnership
agreement of the Company.


<PAGE>



Item 8. Exhibits.

Exhibit Number                              Description



     4.1  Valero GP, LLC (formerly  Shamrock  Logistics GP, LLC) 2000  Long-Term
          Incentive  Plan  (incorporated  by  reference  to Exhibit  10.3 to the
          Company's   Registration  Statement  on  Form  S-1,  Registration  No.
          333-43668)

     5.1  Opinion regarding legality of securities being issued

     23.1 Consent of Arthur Andersen LLP

     23.2 Consent of Todd Walker, Esq. (included in Exhibit 5.1)

     24.1 Power of Attorney of the Company

     24.2 Powers of Attorney of Directors and Officers of the Company

  Item 9. Undertakings.

  A. The Company hereby undertakes:

     (1) to file during any period in which  offers or sales are being  made,  a
post-effective  amendment  to this  Registration  Statement  (a) to include  any
prospectus  required by Section  10(a)(3) of the 1933 Act, (b) to reflect in the
prospectus  any  facts  or  events  arising  after  the  effective  date of this
Registration  Statement  (or the most recent  post-effective  amendment  hereof)
which, individually or in the aggregate,  represents a fundamental change in the
information set forth in this Registration Statement (except, as regards (a) and
(b), to the extent covered by reports filed under the 1934 Act and  incorporated
herein by reference),  and (c) to include any material  information with respect
to the  plan of  distribution  not  previously  disclosed  in this  Registration
Statement  or any  material  change  to such  information  in this  Registration
Statement;

     (2) that, for the purpose of determining  any liability under the 1933 Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

     (3) to remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

B. The Company hereby undertakes that, for purposes of determining any liability
under the 1933 Act,  each  filing of the  Company's  annual  report  pursuant to
Section  13(a) or  Section  15(d) of the 1934 Act and each  filing of the Plan's
annual report pursuant to Section 15(d) of the 1934 Act that are incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

C. Insofar as indemnification  for liabilities arising under the 1933 Act may be
permitted  to  directors,  officers,  and  controlling  persons  of the  Company
pursuant to the foregoing provisions or otherwise,  the Company is advised that,
in the opinion of the Commission,  such indemnification is against public policy
as expressed in the 1933 Act and is, therefore, unenforceable. In the event that
a claim for indemnification  against such liabilities (other than the payment by
the Company of expenses  incurred or paid by a director,  officer or controlling
person  of the  Company  in  the  successful  defense  of any  action,  suit  or
proceeding)  is  asserted  by a  director,  officer,  or  controlling  person in
connection with the securities being registered, the Company will, unless in the
opinion of counsel for the Company  the matter has been  settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.







                                   SIGNATURES

     Pursuant to the requirements of the 1933 Act, the Company certifies that it
has  reasonable  grounds to believe  that it meets all of the  requirements  for
filing on Form S-8 and has duly caused this Registration  Statement to be signed
on its behalf by the undersigned,  thereunto duly authorized, in the City of San
Antonio, Texas, on the 31st day of January, 2002.

           Valero L.P.
               By:  Riverwalk Logistics, L.P., its General
                    Partner
                    By: Valero GP, LLC, its General
                        Partner
                        By: *Curtis V. Anastasio,President
                        and Chief Executive Officer


     Pursuant to the requirements of the 1933 Act, this  Registration  Statement
          has been signed by the following  persons in the capacities and on the
          date indicated:


<TABLE>
<S>                     <C>                                      <C>
Signature                      Title                                  Date

*Curtis V. Anastasio     President and Chief                     January 31,2002
                        Executive Officer, Director

*William E. Greehey      Chairman of the Board,                  January 31,2002
                             Director

*H. Frederick Christie       Director                            January 31,2002

*Gregory C. King             Director                            January 31,2002

*William R. Klesse          Executive Vice President,            January 31,2002
                             Director

*Rodman D. Patton            Director                            January 31,2002

*Robert A. Profusek          Director                            January 31,2002

*Steven A. Blank          Chief Financial                        January 31,2002
                          Officer


*John H. Krueger          Chief Accounting                       January 31,2002
                          Officer
</TABLE>

*Todd  Walker,  by signing his name hereto,  does hereby sign this  Registration
Statement  on Form S-8 on  behalf  of Valero  L.P.  and each of the  above-named
officers  and  directors  of  Valero  GP,  LLC,  general  partner  of  Riverwalk
Logistics,  L.P., general partner of Valero L.P., pursuant to powers of attorney
executed on behalf of the Company and each of such officers and directors.

                             By: /s/ Todd Walker
                             Attorney-in-fact
                             January 31, 2002




<PAGE>


                                INDEX TO EXHIBITS

Exhibit Number                              Description

     4.1  Valero GP, LLC (formerly  Shamrock  Logistics GP, LLC) 2000  Long-Term
          Incentive  Plan  (incorporated  by  reference  to Exhibit  10.3 to the
          Company's   Registration  Statement  on  Form  S-1,  Registration  No.
          333-43668)


     5.1  Opinion regarding legality of securities being issued

     23.1 Consent of Arthur Andersen LLP

     23.2 Consent of Todd Walker, Esq. (included in Exhibit 5.1)

     24.1 Power of Attorney of the Company

     24.2 Powers of Attorney of Directors and Officers of the Company






<PAGE>


Exhibit 5.1

January 31, 2002

Valero L.P.
6000 North Loop 1604 West
San Antonio, TX  78249-1112

Re:  Valero  GP,  LLC  (formerly  Shamrock  Logistics  GP,  LLC) 2000  Long-Term
     Incentive Plan ("Plan").

Ladies and Gentlemen:

     I  am  counsel  for  Valero  L.P.,  a  Delaware  limited  partnership  (the
"Company").  The  Company  expects  to file  with the  Securities  and  Exchange
Commission  on or about  January 31, 2002 under the  Securities  Act of 1933, as
amended, a Registration Statement on Form S-8 (the "Registration Statement") for
the purpose of registering  250,000 shares of common units representing  limited
partnership interests of the Company ("Common Units") issuable under the Plan .

     In  connection  with such filing,  I have  examined the Plan and such other
documents,  records,  and  matters  of law as I have  deemed  necessary  for the
purpose of this opinion and based thereupon, I am of the opinion that the Common
Units that may be issued  and sold or  delivered  pursuant  to the Plan will be,
when  issued in  accordance  with the Plan,  legally  issued,  fully  paid,  and
nonassessable.

     I hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration  Statement  filed by the Company with the  Securities  and Exchange
Commission  to register the Common Stock under the  Securities  Act of 1933,  as
amended.

Sincerely,

/S/ Todd Walker



<PAGE>


Exhibit 23.1


         CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


     As  independent  public  accountants,  we hereby  consent to the use of our
report dated February 23, 2001 on the financial statements of Shamrock Logistics
Operations, L.P. (successor to the Ultramar Diamond Shamrock Logistics Business)
as of December 31, 1999  (predecessor)  and 2000  (successor)  and for the years
ended  December  31,  1998 and  1999  and the six  months  ended  June 30,  2000
(predecessor) and for the six months ended December 31, 2000 (successor) and our
reports dated March 21, 2001 on the financial  statements of Shamrock Logistics,
L.P. and Riverwalk Logistics, L.P. and subsidiaries as of December 31, 2000 (and
to all references to our firm)  included in or made a part of this  registration
statement.




/s/Arthur Andersen LLP
San Antonio, Texas
January 30, 2002



<PAGE>


Exhibit 24.1

                                POWER OF ATTORNEY


     Valero L.P. hereby constitutes and appoints Todd Walker, Jay Browning,  and
Stephen  Gilbert  or any of  them,  its true and  lawful  attorneys-in-fact  and
agents, each with full power of substitution and  resubstitution,  to do any and
all  acts  and  things  in its  name  and  behalf,  and to  execute  any and all
instruments for it and in its name which the said  attorneys-in-fact and agents,
or either of them,  may deem  necessary or  advisable  to enable  Valero L.P. to
comply with the Securities Act of 1933, as amended,  and any rules,  regulations
and requirements of the Securities and Exchange  Commission in connection with a
Registration  Statement  on Form S-8,  including  without  limitation  power and
authority to sign for it such  Registration  Statement and power and any and all
amendments (including post-effective  amendments) thereto, and to file the same,
with all exhibits thereto,  and other documents in connection therewith with the
Securities and Exchange Commission, hereby ratifying and confirming all that the
said  attorneys-in-fact  and agents, or their substitute or substitutes,  or any
one of them, shall do or cause to be done by virtue hereof.

                  Valero L.P.
                     By:  Riverwalk Logistics, L.P., its General
                          Partner
                          By: Valero GP, LLC, its General Partner
                                 /s/Curtis V. Anastasio
                                 By:Curtis V. Anastasio,
                                 President and Chief Executive Officer



Dated: January 21, 2002


<PAGE>


Exhibit 24.2
                               POWER OF ATTORNEY

     The  undersigned  directors  and/or  officers  of Valero  GP,  LLC,  hereby
constitute and appoint Todd Walker, Jay Browning, and Stephen Gilbert, or any of
them, as the true and lawful  attorneys-in-fact  and agents of the  undersigned,
each with full power of substitution and resubstitution,  to do any and all acts
and  things in their  names and in their  respective  capacities  as a  director
and/or an officer of Valero GP, LLC, and to execute any and all  instruments for
them  and  in  their  names  in  the  capacities  indicated  above,  which  said
attorneys-in-fact and agents, or any of them, may deem necessary or advisable to
enable Valero L.P. to comply with the  Securities  Act of 1933, as amended,  and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission in connection  with a Registration  Statement on Form S-8 covering up
to 250,000 common limited  partnership  units of Valero L.P.,  including without
limitation power and authority to sign for them, in their name in the capacities
indicated  above,  such  Registration  Statement  and  any  and  all  amendments
(including  post-effective  amendments)  thereto, and to file the same, with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange Commission, hereby ratifying and confirming all that the
said  attorneys-in-fact  and agents, or their substitute or substitutes,  or any
one of them, shall do or cause to be done by virtue hereof.

/s/ William E. Greehey        /s/ Gregory C. King
-------------------------     ---------------------------
William E. Greehey            Gregory C. King

/s/ Rodman D. Patton          /s/ Curtis V. Anastasio
-------------------------     ---------------------------
Rodman D. Patton              Curtis V. Anastasio

/s/ Robert A. Profusek        /s/ Steven A. Blank
-------------------------     ---------------------------
Robert A. Profusek            Steven A. Blank

/s/ H. Frederick Christie     /s/ John H. Krueger
-------------------------    ----------------------------
H. Frederick Christie        John H. Krueger

/s/ William R. Klesse
-------------------------
William R. Klesse


Dated: January 21, 2002
[{"type": "S-8", "sequence": "1", "filename": "fs8013102.txt", "secsgml_size_bytes": 20690}]
{"company-data": {"conformed-name": "VALERO L P", "cik": "0001110805", "assigned-sic": "4610", "irs-number": "742958817", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81806", "film-number": "02523665"}, "business-address": {"street1": "JAY D BROWNING", "street2": "ONE VALERO PLACE", "city": "SAN ANTONIO", "state": "TX", "zip": "78212", "phone": "210 370 2000"}, "former-company": {"former-conformed-name": "SHAMROCK LOGISTICS LP", "date-changed": "20000331"}}
--------------------------------------------------------------------------------
      As filed with the Securities and Exchange Commission January 31, 2002
                              Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           ---------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   Valero L.P.
               (Exact Name of Registrant as Specified in Charter)

Delaware                                                       74-2958817
(State of                                                    (IRS Employer
Incorporation)                                               Identification No.)

6000 North Loop 1604 West                                    78249-1112
(Address of Principal Executive                              (zip code)
           Offices)

                  Valero GP, LLC 2000 Long-Term Incentive Plan
                            (Full title of the Plan)

                                Todd Walker, Esq.
                               Corporate Secretary
                                One Valero Place
                            San Antonio, Texas 78212
                     (Name and Address of Agent for Service)

                                 (210) 370-2000
                     (Telephone Number, Including Area Code
                              of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
------------------------- ------------------- -------------------- ----------------------- ------------------
 Title of Securities to      Amount to be      Proposed Maximum       Proposed Maximum       Amount of
     be Registered            Registered      Offering Price Per          Offering         Registration
                                                   Share (1)             Price (1)             Fee (1)
------------------------- ------------------- -------------------- ----------------------- ------------------
------------------------- ------------------- -------------------- ----------------------- ------------------
      Common Units             250,000        $38.55               $9,637,500              $920.00
  Representing Limited
 Partnership Interests
------------------------- ------------------- -------------------- ----------------------- ------------------
(1)  Estimated  solely for the  purpose of  computing  the  registration  fee in
     accordance with Rule 457 (h) and Rule 457 (c), based on the market price of
     Common Units of Valero L.P. (the "Company") of $38.55,  per Unit,  which is
     the average of the high and low sale price thereof on the Composite Tape of
     the New York Stock Exchange on January 25, 2002.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.  Incorporation of Documents by Reference.

     The following  documents filed with the Securities and Exchange  Commission
(the "Commission") by the Company are incorporated herein by reference:

     (a)  The Company's  prospectus dated April 9, 2001 (the "Prospectus") filed
          pursuant to Rule 424(b) under the  Securities  Act of 1933, as amended
          (the "1933 Act");

     (b)  The  Company's  Report on Form 10-Q for the fiscal  quarter ended June
          30, 2001,  filed pursuant to Section 13(a) of the Securities  Exchange
          Act of 1934, as amended (the "1934 Act"); and

     (c)  The  Company's  Report  on Form  10-Q  for the  fiscal  quarter  ended
          September 30, 2001, filed pursuant to Section 13(a) of the 1934 Act.

     All documents filed by the Company pursuant to Sections 13 (a), 13 (c), 14,
or 15(d) of the 1934 Act subsequent to the filing of this Form S-8  Registration
Statement  (the  "Registration   Statement")  and  prior  to  the  filing  of  a
post-effective  amendment to the Registration  Statement that indicates that all
securities  offered have been sold or that  de-registers  all of the  securities
that remain unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the respective dates of the filing of such documents.

Item 4.  Description of Securities.

         Incorporated by reference to the Prospectus.

Item 5.  Interests of Named Experts and Counsel.

                                     EXPERTS

     The December 31, 2000 financial statements of Valero Logistics  Operations,
L.P.  (formerly  Shamrock  Logistics  Operations,  L.P.) and its  predecessor in
interest,  the Ultramar Diamond  Shamrock  Logistics  Business,  incorporated by
reference in this  prospectus and elsewhere in the  registration  statement have
been  audited  by  Arthur  Andersen  LLP,  independent  public  accountants,  as
indicated  in their  reports with respect  thereto,  and are included  herein in
reliance upon the  authority of said firm as experts in auditing and  accounting
in giving said reports.

                                  LEGAL MATTERS

     The validity of the Company's  Common Units being  offered  hereby has been
passed upon for the Company by Todd Walker, Esq., Secretary for the Company. Mr.
Walker beneficially owns Common Units of the Company.

Item 6. Indemnification of Directors and Officers.

     Under the  Company's  partnership  agreement,  in most  circumstances,  the
Company will indemnify the following persons, to the fullest extent permitted by
law, from and against all losses, claims, damages or similar events:

     (1)  the general partner;

     (2)  any departing general partner;

     (3)  any person who is or was an  affiliate  of the general  partner or any
          departing general partner;

     (4)  any  person  who is or was a  partner,  officer,  director,  employee,
          agent, or trustee of the general partner, Valero GP, LLC, or departing
          general  partner or any affiliate of the general  partner,  Valero GP,
          LLC, or departing general partner; or

     (5)  any person who is or was serving at the request of the general partner
          or departing  general  partner or any affiliate of the general partner
          or  departing  general  partner  as an  officer,  director,  employee,
          member, partner, agent, or trustee of another person.

     Any  indemnification  under  these  provisions  will  only  be  out  of the
Company's assets. Unless it otherwise agrees in its sole discretion, the general
partner shall not be personally liable for any of the Company's  indemnification
obligations,  nor have any  obligation  to contribute or loan funds or assets to
the Company to enable us to effectuate indemnification.  The Company maintains a
policy of director's  and officer's  liability  insurance,  and has entered into
indemnification  agreements  with the  directors  and  certain  officers  of the
Company,  providing for  indemnification on the terms set out in the partnership
agreement of the Company.
Item 8. Exhibits.

Exhibit Number                              Description

     4.1  Valero GP, LLC (formerly  Shamrock  Logistics GP, LLC) 2000  Long-Term
          Incentive  Plan  (incorporated  by  reference  to Exhibit  10.3 to the
          Company's   Registration  Statement  on  Form  S-1,  Registration  No.
          333-43668)

     5.1  Opinion regarding legality of securities being issued

     23.1 Consent of Arthur Andersen LLP

     23.2 Consent of Todd Walker, Esq. (included in Exhibit 5.1)

     24.1 Power of Attorney of the Company

     24.2 Powers of Attorney of Directors and Officers of the Company

  Item 9. Undertakings.

  A. The Company hereby undertakes:

     (1) to file during any period in which  offers or sales are being  made,  a
post-effective  amendment  to this  Registration  Statement  (a) to include  any
prospectus  required by Section  10(a)(3) of the 1933 Act, (b) to reflect in the
prospectus  any  facts  or  events  arising  after  the  effective  date of this
Registration  Statement  (or the most recent  post-effective  amendment  hereof)
which, individually or in the aggregate,  represents a fundamental change in the
information set forth in this Registration Statement (except, as regards (a) and
(b), to the extent covered by reports filed under the 1934 Act and  incorporated
herein by reference),  and (c) to include any material  information with respect
to the  plan of  distribution  not  previously  disclosed  in this  Registration
Statement  or any  material  change  to such  information  in this  Registration
Statement;

     (2) that, for the purpose of determining  any liability under the 1933 Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

     (3) to remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

B. The Company hereby undertakes that, for purposes of determining any liability
under the 1933 Act,  each  filing of the  Company's  annual  report  pursuant to
Section  13(a) or  Section  15(d) of the 1934 Act and each  filing of the Plan's
annual report pursuant to Section 15(d) of the 1934 Act that are incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

C. Insofar as indemnification  for liabilities arising under the 1933 Act may be
permitted  to  directors,  officers,  and  controlling  persons  of the  Company
pursuant to the foregoing provisions or otherwise,  the Company is advised that,
in the opinion of the Commission,  such indemnification is against public policy
as expressed in the 1933 Act and is, therefore, unenforceable. In the event that
a claim for indemnification  against such liabilities (other than the payment by
the Company of expenses  incurred or paid by a director,  officer or controlling
person  of the  Company  in  the  successful  defense  of any  action,  suit  or
proceeding)  is  asserted  by a  director,  officer,  or  controlling  person in
connection with the securities being registered, the Company will, unless in the
opinion of counsel for the Company  the matter has been  settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the 1933 Act, the Company certifies that it
has  reasonable  grounds to believe  that it meets all of the  requirements  for
filing on Form S-8 and has duly caused this Registration  Statement to be signed
on its behalf by the undersigned,  thereunto duly authorized, in the City of San
Antonio, Texas, on the 31st day of January, 2002.

           Valero L.P.
               By:  Riverwalk Logistics, L.P., its General
                    Partner
                    By: Valero GP, LLC, its General
                        Partner
                        By: *Curtis V. Anastasio,President
                        and Chief Executive Officer

     Pursuant to the requirements of the 1933 Act, this  Registration  Statement
          has been signed by the following  persons in the capacities and on the
          date indicated:
Signature                      Title                                  Date

*Curtis V. Anastasio     President and Chief                     January 31,2002
                        Executive Officer, Director

*William E. Greehey      Chairman of the Board,                  January 31,2002
                             Director

*H. Frederick Christie       Director                            January 31,2002

*Gregory C. King             Director                            January 31,2002

*William R. Klesse          Executive Vice President,            January 31,2002
                             Director

*Rodman D. Patton            Director                            January 31,2002

*Robert A. Profusek          Director                            January 31,2002

*Steven A. Blank          Chief Financial                        January 31,2002
                          Officer

*John H. Krueger          Chief Accounting                       January 31,2002
                          Officer
*Todd  Walker,  by signing his name hereto,  does hereby sign this  Registration
Statement  on Form S-8 on  behalf  of Valero  L.P.  and each of the  above-named
officers  and  directors  of  Valero  GP,  LLC,  general  partner  of  Riverwalk
Logistics,  L.P., general partner of Valero L.P., pursuant to powers of attorney
executed on behalf of the Company and each of such officers and directors.

                             By: /s/ Todd Walker
                             Attorney-in-fact
                             January 31, 2002
INDEX TO EXHIBITS

Exhibit Number                              Description

     4.1  Valero GP, LLC (formerly  Shamrock  Logistics GP, LLC) 2000  Long-Term
          Incentive  Plan  (incorporated  by  reference  to Exhibit  10.3 to the
          Company's   Registration  Statement  on  Form  S-1,  Registration  No.
          333-43668)

     5.1  Opinion regarding legality of securities being issued

     23.1 Consent of Arthur Andersen LLP

     23.2 Consent of Todd Walker, Esq. (included in Exhibit 5.1)

     24.1 Power of Attorney of the Company

     24.2 Powers of Attorney of Directors and Officers of the Company
Exhibit 5.1

January 31, 2002

Valero L.P.
6000 North Loop 1604 West
San Antonio, TX  78249-1112

Re:  Valero  GP,  LLC  (formerly  Shamrock  Logistics  GP,  LLC) 2000  Long-Term
     Incentive Plan ("Plan").

Ladies and Gentlemen:

     I  am  counsel  for  Valero  L.P.,  a  Delaware  limited  partnership  (the
"Company").  The  Company  expects  to file  with the  Securities  and  Exchange
Commission  on or about  January 31, 2002 under the  Securities  Act of 1933, as
amended, a Registration Statement on Form S-8 (the "Registration Statement") for
the purpose of registering  250,000 shares of common units representing  limited
partnership interests of the Company ("Common Units") issuable under the Plan .

     In  connection  with such filing,  I have  examined the Plan and such other
documents,  records,  and  matters  of law as I have  deemed  necessary  for the
purpose of this opinion and based thereupon, I am of the opinion that the Common
Units that may be issued  and sold or  delivered  pursuant  to the Plan will be,
when  issued in  accordance  with the Plan,  legally  issued,  fully  paid,  and
nonassessable.

     I hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration  Statement  filed by the Company with the  Securities  and Exchange
Commission  to register the Common Stock under the  Securities  Act of 1933,  as
amended.

Sincerely,

/S/ Todd Walker
Exhibit 23.1

         CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As  independent  public  accountants,  we hereby  consent to the use of our
report dated February 23, 2001 on the financial statements of Shamrock Logistics
Operations, L.P. (successor to the Ultramar Diamond Shamrock Logistics Business)
as of December 31, 1999  (predecessor)  and 2000  (successor)  and for the years
ended  December  31,  1998 and  1999  and the six  months  ended  June 30,  2000
(predecessor) and for the six months ended December 31, 2000 (successor) and our
reports dated March 21, 2001 on the financial  statements of Shamrock Logistics,
L.P. and Riverwalk Logistics, L.P. and subsidiaries as of December 31, 2000 (and
to all references to our firm)  included in or made a part of this  registration
statement.

/s/Arthur Andersen LLP
San Antonio, Texas
January 30, 2002
Exhibit 24.1

                                POWER OF ATTORNEY

     Valero L.P. hereby constitutes and appoints Todd Walker, Jay Browning,  and
Stephen  Gilbert  or any of  them,  its true and  lawful  attorneys-in-fact  and
agents, each with full power of substitution and  resubstitution,  to do any and
all  acts  and  things  in its  name  and  behalf,  and to  execute  any and all
instruments for it and in its name which the said  attorneys-in-fact and agents,
or either of them,  may deem  necessary or  advisable  to enable  Valero L.P. to
comply with the Securities Act of 1933, as amended,  and any rules,  regulations
and requirements of the Securities and Exchange  Commission in connection with a
Registration  Statement  on Form S-8,  including  without  limitation  power and
authority to sign for it such  Registration  Statement and power and any and all
amendments (including post-effective  amendments) thereto, and to file the same,
with all exhibits thereto,  and other documents in connection therewith with the
Securities and Exchange Commission, hereby ratifying and confirming all that the
said  attorneys-in-fact  and agents, or their substitute or substitutes,  or any
one of them, shall do or cause to be done by virtue hereof.

                  Valero L.P.
                     By:  Riverwalk Logistics, L.P., its General
                          Partner
                          By: Valero GP, LLC, its General Partner
                                 /s/Curtis V. Anastasio
                                 By:Curtis V. Anastasio,
                                 President and Chief Executive Officer

Dated: January 21, 2002
Exhibit 24.2
                               POWER OF ATTORNEY

     The  undersigned  directors  and/or  officers  of Valero  GP,  LLC,  hereby
constitute and appoint Todd Walker, Jay Browning, and Stephen Gilbert, or any of
them, as the true and lawful  attorneys-in-fact  and agents of the  undersigned,
each with full power of substitution and resubstitution,  to do any and all acts
and  things in their  names and in their  respective  capacities  as a  director
and/or an officer of Valero GP, LLC, and to execute any and all  instruments for
them  and  in  their  names  in  the  capacities  indicated  above,  which  said
attorneys-in-fact and agents, or any of them, may deem necessary or advisable to
enable Valero L.P. to comply with the  Securities  Act of 1933, as amended,  and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission in connection  with a Registration  Statement on Form S-8 covering up
to 250,000 common limited  partnership  units of Valero L.P.,  including without
limitation power and authority to sign for them, in their name in the capacities
indicated  above,  such  Registration  Statement  and  any  and  all  amendments
(including  post-effective  amendments)  thereto, and to file the same, with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange Commission, hereby ratifying and confirming all that the
said  attorneys-in-fact  and agents, or their substitute or substitutes,  or any
one of them, shall do or cause to be done by virtue hereof.

/s/ William E. Greehey        /s/ Gregory C. King
-------------------------     ---------------------------
William E. Greehey            Gregory C. King

/s/ Rodman D. Patton          /s/ Curtis V. Anastasio
-------------------------     ---------------------------
Rodman D. Patton              Curtis V. Anastasio

/s/ Robert A. Profusek        /s/ Steven A. Blank
-------------------------     ---------------------------
Robert A. Profusek            Steven A. Blank

/s/ H. Frederick Christie     /s/ John H. Krueger
-------------------------    ----------------------------
H. Frederick Christie        John H. Krueger

/s/ William R. Klesse
-------------------------
William R. Klesse

Dated: January 21, 2002