Registration No. 33-


                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549


                             FORM S-8
                      REGISTRATION STATEMENT
                              Under
                    THE SECURITIES ACT OF 1933


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

                Delaware                               74-1244795
      (State or other jurisdiction of                (I.R.S. Employer
     incorporation or organization)                Identification No.)

           530 McCullough Avenue
           San Antonio, Texas                            78215
(Address of Principal Executive Offices)               (Zip Code)


         VALERO ENERGY CORPORATION NON-EMPLOYEE DIRECTOR
                        STOCK OPTION PLAN
                     (Full title of the plan)


                      RAND C. SCHMIDT, ESQ.
                       Corporate Secretary
                      530 McCullough Avenue
                    San Antonio, Texas  78215
    (Name, address, including zip code, and telephone number,
            including area code, of agent for service)


<TABLE>
<CAPTION>

                                            CALCULATION OF REGISTRATION FEE

                                                        Proposed       Proposed
                                                        maximum        maximum
                                      Amount            offering       aggregate   Amount of
Title of Securities                   to be             price          offering    registration
to be registered                      registered        per share(1)   price(1)    fee
<S>                                   <C>               <C>            <C>         <C>

Common Stock, Par Value $1            100,000 shares    $27.50         $2,750,000  $948.28
Preference Share Purchase Rights      100,000 rights    n/a            n/a         n/a

</TABLE>

<FN1>

(1)  Prices are estimated pursuant to Rule 457(c) solely for the purpose
     of calculating the registration fee, and represent the average of the
     high and low prices of a share of the Common Stock on April 23, 1996,
     as reported in the New York Stock Exchange-Composite Transaction
     listing for that date.

<FN2>
(2)  Until the Distribution Date (as defined in the Rights Agreement listed
     as an exhibit hereto) the Preference Share Purchase Rights trade with
     and are represented by the certificates for the Common Stock.


<PAGE>

                             PART II
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The Valero Energy Corporation ("Energy") documents listed in clauses (a)
through (c) below are incorporated by reference in this Registration
Statement.  All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of
these documents.

     (a)  Annual Report on Form 10-K (the "Form 10-K") for the fiscal
          year ended December 31, 1995.

     (b)  Proxy Statement for the Annual Meeting of Stockholders on April
          30, 1996.

     (c)  Registration Statement on Form 8-A dated November 21, 1985, as
          amended, and the description of Energy's Common Stock, $1.00
          par value (the "Common Stock"), which is contained in a
          registration statement filed under the Securities Exchange Act
          of 1934, as amended, including any amendment or report filed
          for the purpose of updating the description, are incorporated
          by reference herein and made a part hereof.

Item 5.  Interests of Named Experts and Counsel.

     The validity of the issuance of the Common Stock offered hereby will be
passed upon for Energy by Rand C. Schmidt, Esq., Corporate Secretary and
Managing Attorney of Energy.  Mr. Schmidt is an employee of Energy and at
April 30, 1996, beneficially owned approximately 8,250 shares of Energy's
Common Stock (including shares held under employee benefit plans) and held
options under employee stock option plans of Energy to purchase approximately
29,400 additional shares of Energy's Common Stock.

     The audited consolidated financial statements of Energy together with its
subsidiaries contained in the Form 10-K and incorporated by reference herein
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said report.

Item 6.  Indemnification of Directors and Officers.

     The terms of Energy's Restated Certificate of Incorporation, as amended
(the "Restated Certificate of Incorporation"), eliminate the personal
liability of a director to Energy and its stockholders for monetary damages
for breach of his or her fiduciary duty as a director to the extent allowed
under the Delaware General Corporation Law.  Except as provided below, if a
director were to breach his or her fiduciary duty as a director, neither
Energy nor its stockholders could recover monetary damages from the director,
and the only remedies available to Energy's stockholders would be equitable
remedies, such as an action to enjoin or rescind a transaction involving a
breach of fiduciary duty.  To the extent certain claims against directors are
limited to equitable remedies, the provision in Energy's Restated Certificate
of Incorporation may reduce the likelihood of derivative litigation and may
discourage stockholders or management from initiating litigation against
directors for breach of their fiduciary duty.  Additionally, equitable
remedies may not be effective in many situations.  If a stockholder's only
remedy is to enjoin the completion of the action of the Board of Directors,
this remedy would be ineffective if the stockholder does not become aware of a
transaction or event until after it has been completed.  In this situation, it
is possible that the stockholders and Energy would have no effective remedy
against the directors.  Under Energy's Restated Certificate of Incorporation,
a director remains liable for monetary damages for (i) any breach of the duty
of loyalty to Energy or its stockholders, (ii) act or omissions not in good
faith or that involve intentional misconduct or a knowing violation of law,
(iii) payment of an improper dividend or improper repurchase or redemption of
Energy's stock under Section 174 of the Delaware General Corporation Law, or
(iv) any transaction from which the director derived an improper personal
benefit.

     Under Article V of the Restated Certificate of Incorporation, Article VII
of Energy's By-laws, and under indemnification agreements with Energy's
officers and directors (the "Indemnification Agreement"), each person who is
or was a director or officer of Energy or a subsidiary of Energy, or who
serves or served any other enterprise or organization at the request of Energy
or a subsidiary of Energy, shall be indemnified by Energy to the full extent
permitted by the Delaware General Corporation Law.

     Under this law, to the extent that such person is successful on the
merits or otherwise in defense of a suit or proceeding brought against this
person by reason of the fact that he or she is or was a director or officer of
Energy, or serves or served any other enterprise or organization at the
request of Energy, this person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred in connection
with the action.

     Under the Delaware General Corporation Law, Energy generally has the
power to indemnify its present and former directors, officers, employees and
agents against expenses and liabilities incurred by them in connection with
any suit to which they are, or are threatened to be made, a party by reason of
their serving in these positions so long as they acted in good faith and in a
manner they reasonably believed to be in, or not opposed to, the best
interests of Energy, and with respect to any criminal action, they had no
reasonable cause to believe their conduct was unlawful.  With respect to suits
by or in the right of Energy, however, indemnification is generally limited to
attorneys' fees and other expenses, and indemnification is not available if
the person is adjudged to be liable to Energy unless the court determines that
indemnification is appropriate.

     The Indemnification Agreement provides directors and officers with
specific contractual assurance that indemnification and advancement of
expenses will be available to them regardless of any amendments to or
revocation of the indemnification provisions of Energy's By-laws.  The
Indemnification Agreement provides for indemnification of directors and
officers against both stockholder derivative claims and third-party claims. 
Sections 124(a) and 145(b) of the Delaware General Corporation Law, which
grant corporations the power to indemnify directors and officers, specifically
authorize lesser indemnification in connection with derivative claims than in
connection with third-party claims.  The distinction is that Section 145(a),
concerning third-party claims, authorizes expenses and judgments and amounts
paid in settlement (as is provided in the Indemnification Agreement), while
Section 145(b), concerning derivative suits, generally authorizes only
indemnification of expenses.  However, Section 145(f) expressly provides that
the indemnification and advancement of expenses provided by or granted
pursuant to the subsections of Section 145 shall not be exclusive of any other
rights to which those seeking indemnification or advancement of expenses may
be entitled under any agreement.  No Delaware case directly clarifies whether
Delaware's public policy would support this aspect of the Indemnification
Agreement under the authority of Section 145(f), or would invalidate the
Indemnification Agreement because it does not conform to the distinctions
contained in Section 145(a) and 145(b).  However, Delaware courts have
determined that a corporation can obligate itself by express written contract
to provide advancement of expenses not otherwise required by statute, and that
the public policy of Delaware does not prevent a corporation from making these
advances mandatory.

     Delaware corporations also are authorized to obtain insurance to protect
officers and directors from certain liabilities, including liabilities against
which the corporation cannot indemnify its directors and officers.  Energy
currently has in effect a directors' and officers' liability insurance policy.

Item 8.  Exhibits

The following is an index of exhibits filed or incorporated by reference as
part of this Registration Statement.

Exhibit
   No.  

  4.1 --   Restated Certificate of Incorporation of Valero Energy
           Corporation--incorporated by reference from Exhibit 4.1
           to the Valero Energy Corporation Registration Statement
           on Form S-8 (Commission File No. 33-53796, filed October 27,
           1992).
 *4.2 --   By-Laws of Valero Energy Corporation, as amended and restated
           April 30, 1996.
  4.3 --   Rights Agreement, dated as of October 26, 1995, between Valero
           Energy Corporation and Harris Trust and Savings Bank, as Rights
           Agent--incorporated by reference from Exhibit 4.1 to the Valero
           Energy Corporation Annual Report on Form 10-K (Commission File
           No. 1-4718, filed February 16, 1996).
 *5.1 --   Opinion of Rand C. Schmidt, Esq. (including Consent of Counsel).
*23.1 --   Consent of Arthur Andersen LLP dated April 30, 1996.
*23.2 --   Consent of Counsel (included in Item 5.1).
*24.1 --   Power of Attorney (included on signature page of the Registration
           Statement).

___________________________
*Filed herewith.

   Pursuant to subparagraph 601(b)(4)(iii)(A) of Regulation S-K, the
registrant has omitted from the foregoing list of exhibits, and hereby agrees
to furnish to the Commission upon its request, copies of certain instruments,
each relating to long-term debt not exceeding 10 percent of the total assets
of the registrant and its subsidiaries on a consolidated basis.


Item 9.  Undertakings.

   In additional to the undertakings incorporated by reference herein,

   (a) the undersigned registrant hereby undertakes:

       (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

           (i)  To include any prospectus required by Section 10(a)(3)
                of the Securities Act of 1933;

          (ii)  To reflect in the prospectus any facts or events
                arising after the effective date of the registration
                statement (or the most recent post-effective amendment
                thereof) which, individually or in the aggregate,
                represent a fundamental change in the information set
                forth in the registration statement;

         (iii)  To include any material information with respect to the
                plan of distribution not previously disclosed in the
                registration statement or any material change to such
                information in the registration statement;

   Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

       (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

       (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 undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is 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.

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


<PAGE>

                            SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the registrant
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, and State of Texas, on April 30,
1996.


                        VALERO ENERGY CORPORATION
                        (Registrant)



                        By /s/ William E. Greehey     
                           (William E. Greehey)
                           Chairman of the Board and Chief Executive Officer


<PAGE>

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
 below hereby constitutes and appoints William E. Greehey, Stan L. McLelland
and Rand C. Schmidt, or any of them, each with power to act without the
other, his or her true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all subsequent
pre-and post-effective amendments and supplements to this registration
statement, and to file the same, or cause to be filed the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact
and agent full power to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons
in the capacities and on the dates indicated:


<TABLE>
<CAPTION>

Signature                        Title                                   Date
<S>                              <C>                                     <C>
                                 Director, Chairman of the Board
                                 and Chief Executive Officer
                                 (Principal Executive Officer)
/s/ William E. Greehey           Valero Energy Corporation               April 30, 1996
William E. Greehey

                                 Senior Vice President and
                                 Chief Financial Officer
                                 (Principal Financial Officer and
                                 Principal Accounting Officer)
/s/ Don M. Heep                  Valero Energy Corporation               April 30, 1996
Don M. Heep


                                 Director,
/s/ F. Joseph Becraft            Valero Energy Corporation               April 30, 1996
F. Joseph Becraft


                                 Director,
/s/ Edward C. Benninger          Valero Energy Corporation               April 30, 1996
Edward C. Benninger


                                 Director,
/s/ Ronald K. Calgaard           Valero Energy Corporation               April 30, 1996
Ronald K. Calgaard


                                 Director,
/s/ Robert G. Dettmer            Valero Energy Corporation               April 30, 1996
Robert G. Dettmer


                                 Director,
/s/ A. Ray Dudley                Valero Energy Corporation               April 30, 1996
A. Ray Dudley


                                 Director,
/s/ Ruben M. Escobedo            Valero Energy Corporation               April 30, 1996
Ruben M. Escobedo


                                 Director,
/s/ James L. Johnson             Valero Energy Corporation               April 30, 1996
James L. Johnson


                                 Director,
/s/ Lowell H. Lebermann          Valero Energy Corporation               April 30, 1996
Lowell H. Lebermann


                                 Director,
/s/ Susan Kaufman Purcell        Valero Energy Corporation               April 30, 1996
Susan Kaufman Purcell

</TABLE>
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Registration No. 33-

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                             FORM S-8
                      REGISTRATION STATEMENT
                              Under
                    THE SECURITIES ACT OF 1933

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

                Delaware                               74-1244795
      (State or other jurisdiction of                (I.R.S. Employer
     incorporation or organization)                Identification No.)

           530 McCullough Avenue
           San Antonio, Texas                            78215
(Address of Principal Executive Offices)               (Zip Code)

         VALERO ENERGY CORPORATION NON-EMPLOYEE DIRECTOR
                        STOCK OPTION PLAN
                     (Full title of the plan)

                      RAND C. SCHMIDT, ESQ.
                       Corporate Secretary
                      530 McCullough Avenue
                    San Antonio, Texas  78215
    (Name, address, including zip code, and telephone number,
            including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

                                                        Proposed       Proposed
                                                        maximum        maximum
                                      Amount            offering       aggregate   Amount of
Title of Securities                   to be             price          offering    registration
to be registered                      registered        per share(1)   price(1)    fee
Common Stock, Par Value $1            100,000 shares    $27.50         $2,750,000  $948.28
Preference Share Purchase Rights      100,000 rights    n/a            n/a         n/a
(1)  Prices are estimated pursuant to Rule 457(c) solely for the purpose
     of calculating the registration fee, and represent the average of the
     high and low prices of a share of the Common Stock on April 23, 1996,
     as reported in the New York Stock Exchange-Composite Transaction
     listing for that date.
(2)  Until the Distribution Date (as defined in the Rights Agreement listed
     as an exhibit hereto) the Preference Share Purchase Rights trade with
     and are represented by the certificates for the Common Stock.
PART II
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The Valero Energy Corporation ("Energy") documents listed in clauses (a)
through (c) below are incorporated by reference in this Registration
Statement.  All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of
these documents.

     (a)  Annual Report on Form 10-K (the "Form 10-K") for the fiscal
          year ended December 31, 1995.

     (b)  Proxy Statement for the Annual Meeting of Stockholders on April
          30, 1996.

     (c)  Registration Statement on Form 8-A dated November 21, 1985, as
          amended, and the description of Energy's Common Stock, $1.00
          par value (the "Common Stock"), which is contained in a
          registration statement filed under the Securities Exchange Act
          of 1934, as amended, including any amendment or report filed
          for the purpose of updating the description, are incorporated
          by reference herein and made a part hereof.

Item 5.  Interests of Named Experts and Counsel.

     The validity of the issuance of the Common Stock offered hereby will be
passed upon for Energy by Rand C. Schmidt, Esq., Corporate Secretary and
Managing Attorney of Energy.  Mr. Schmidt is an employee of Energy and at
April 30, 1996, beneficially owned approximately 8,250 shares of Energy's
Common Stock (including shares held under employee benefit plans) and held
options under employee stock option plans of Energy to purchase approximately
29,400 additional shares of Energy's Common Stock.

     The audited consolidated financial statements of Energy together with its
subsidiaries contained in the Form 10-K and incorporated by reference herein
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said report.

Item 6.  Indemnification of Directors and Officers.

     The terms of Energy's Restated Certificate of Incorporation, as amended
(the "Restated Certificate of Incorporation"), eliminate the personal
liability of a director to Energy and its stockholders for monetary damages
for breach of his or her fiduciary duty as a director to the extent allowed
under the Delaware General Corporation Law.  Except as provided below, if a
director were to breach his or her fiduciary duty as a director, neither
Energy nor its stockholders could recover monetary damages from the director,
and the only remedies available to Energy's stockholders would be equitable
remedies, such as an action to enjoin or rescind a transaction involving a
breach of fiduciary duty.  To the extent certain claims against directors are
limited to equitable remedies, the provision in Energy's Restated Certificate
of Incorporation may reduce the likelihood of derivative litigation and may
discourage stockholders or management from initiating litigation against
directors for breach of their fiduciary duty.  Additionally, equitable
remedies may not be effective in many situations.  If a stockholder's only
remedy is to enjoin the completion of the action of the Board of Directors,
this remedy would be ineffective if the stockholder does not become aware of a
transaction or event until after it has been completed.  In this situation, it
is possible that the stockholders and Energy would have no effective remedy
against the directors.  Under Energy's Restated Certificate of Incorporation,
a director remains liable for monetary damages for (i) any breach of the duty
of loyalty to Energy or its stockholders, (ii) act or omissions not in good
faith or that involve intentional misconduct or a knowing violation of law,
(iii) payment of an improper dividend or improper repurchase or redemption of
Energy's stock under Section 174 of the Delaware General Corporation Law, or
(iv) any transaction from which the director derived an improper personal
benefit.

     Under Article V of the Restated Certificate of Incorporation, Article VII
of Energy's By-laws, and under indemnification agreements with Energy's
officers and directors (the "Indemnification Agreement"), each person who is
or was a director or officer of Energy or a subsidiary of Energy, or who
serves or served any other enterprise or organization at the request of Energy
or a subsidiary of Energy, shall be indemnified by Energy to the full extent
permitted by the Delaware General Corporation Law.

     Under this law, to the extent that such person is successful on the
merits or otherwise in defense of a suit or proceeding brought against this
person by reason of the fact that he or she is or was a director or officer of
Energy, or serves or served any other enterprise or organization at the
request of Energy, this person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred in connection
with the action.

     Under the Delaware General Corporation Law, Energy generally has the
power to indemnify its present and former directors, officers, employees and
agents against expenses and liabilities incurred by them in connection with
any suit to which they are, or are threatened to be made, a party by reason of
their serving in these positions so long as they acted in good faith and in a
manner they reasonably believed to be in, or not opposed to, the best
interests of Energy, and with respect to any criminal action, they had no
reasonable cause to believe their conduct was unlawful.  With respect to suits
by or in the right of Energy, however, indemnification is generally limited to
attorneys' fees and other expenses, and indemnification is not available if
the person is adjudged to be liable to Energy unless the court determines that
indemnification is appropriate.

     The Indemnification Agreement provides directors and officers with
specific contractual assurance that indemnification and advancement of
expenses will be available to them regardless of any amendments to or
revocation of the indemnification provisions of Energy's By-laws.  The
Indemnification Agreement provides for indemnification of directors and
officers against both stockholder derivative claims and third-party claims. 
Sections 124(a) and 145(b) of the Delaware General Corporation Law, which
grant corporations the power to indemnify directors and officers, specifically
authorize lesser indemnification in connection with derivative claims than in
connection with third-party claims.  The distinction is that Section 145(a),
concerning third-party claims, authorizes expenses and judgments and amounts
paid in settlement (as is provided in the Indemnification Agreement), while
Section 145(b), concerning derivative suits, generally authorizes only
indemnification of expenses.  However, Section 145(f) expressly provides that
the indemnification and advancement of expenses provided by or granted
pursuant to the subsections of Section 145 shall not be exclusive of any other
rights to which those seeking indemnification or advancement of expenses may
be entitled under any agreement.  No Delaware case directly clarifies whether
Delaware's public policy would support this aspect of the Indemnification
Agreement under the authority of Section 145(f), or would invalidate the
Indemnification Agreement because it does not conform to the distinctions
contained in Section 145(a) and 145(b).  However, Delaware courts have
determined that a corporation can obligate itself by express written contract
to provide advancement of expenses not otherwise required by statute, and that
the public policy of Delaware does not prevent a corporation from making these
advances mandatory.

     Delaware corporations also are authorized to obtain insurance to protect
officers and directors from certain liabilities, including liabilities against
which the corporation cannot indemnify its directors and officers.  Energy
currently has in effect a directors' and officers' liability insurance policy.

Item 8.  Exhibits

The following is an index of exhibits filed or incorporated by reference as
part of this Registration Statement.

Exhibit
   No.  

  4.1 --   Restated Certificate of Incorporation of Valero Energy
           Corporation--incorporated by reference from Exhibit 4.1
           to the Valero Energy Corporation Registration Statement
           on Form S-8 (Commission File No. 33-53796, filed October 27,
           1992).
 *4.2 --   By-Laws of Valero Energy Corporation, as amended and restated
           April 30, 1996.
  4.3 --   Rights Agreement, dated as of October 26, 1995, between Valero
           Energy Corporation and Harris Trust and Savings Bank, as Rights
           Agent--incorporated by reference from Exhibit 4.1 to the Valero
           Energy Corporation Annual Report on Form 10-K (Commission File
           No. 1-4718, filed February 16, 1996).
 *5.1 --   Opinion of Rand C. Schmidt, Esq. (including Consent of Counsel).
*23.1 --   Consent of Arthur Andersen LLP dated April 30, 1996.
*23.2 --   Consent of Counsel (included in Item 5.1).
*24.1 --   Power of Attorney (included on signature page of the Registration
           Statement).

___________________________
*Filed herewith.

   Pursuant to subparagraph 601(b)(4)(iii)(A) of Regulation S-K, the
registrant has omitted from the foregoing list of exhibits, and hereby agrees
to furnish to the Commission upon its request, copies of certain instruments,
each relating to long-term debt not exceeding 10 percent of the total assets
of the registrant and its subsidiaries on a consolidated basis.

Item 9.  Undertakings.

   In additional to the undertakings incorporated by reference herein,

   (a) the undersigned registrant hereby undertakes:

       (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

           (i)  To include any prospectus required by Section 10(a)(3)
                of the Securities Act of 1933;

          (ii)  To reflect in the prospectus any facts or events
                arising after the effective date of the registration
                statement (or the most recent post-effective amendment
                thereof) which, individually or in the aggregate,
                represent a fundamental change in the information set
                forth in the registration statement;

         (iii)  To include any material information with respect to the
                plan of distribution not previously disclosed in the
                registration statement or any material change to such
                information in the registration statement;

   Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

       (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

       (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 undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is 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.

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

   Pursuant to the requirements of the Securities Act of 1933, the registrant
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, and State of Texas, on April 30,
1996.

                        VALERO ENERGY CORPORATION
                        (Registrant)

                        By /s/ William E. Greehey     
                           (William E. Greehey)
                           Chairman of the Board and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
 below hereby constitutes and appoints William E. Greehey, Stan L. McLelland
and Rand C. Schmidt, or any of them, each with power to act without the
other, his or her true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all subsequent
pre-and post-effective amendments and supplements to this registration
statement, and to file the same, or cause to be filed the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact
and agent full power to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons
in the capacities and on the dates indicated:
Signature                        Title                                   Date
Director, Chairman of the Board
                                 and Chief Executive Officer
                                 (Principal Executive Officer)
/s/ William E. Greehey           Valero Energy Corporation               April 30, 1996
William E. Greehey

                                 Senior Vice President and
                                 Chief Financial Officer
                                 (Principal Financial Officer and
                                 Principal Accounting Officer)
/s/ Don M. Heep                  Valero Energy Corporation               April 30, 1996
Don M. Heep

                                 Director,
/s/ F. Joseph Becraft            Valero Energy Corporation               April 30, 1996
F. Joseph Becraft

                                 Director,
/s/ Edward C. Benninger          Valero Energy Corporation               April 30, 1996
Edward C. Benninger

                                 Director,
/s/ Ronald K. Calgaard           Valero Energy Corporation               April 30, 1996
Ronald K. Calgaard

                                 Director,
/s/ Robert G. Dettmer            Valero Energy Corporation               April 30, 1996
Robert G. Dettmer

                                 Director,
/s/ A. Ray Dudley                Valero Energy Corporation               April 30, 1996
A. Ray Dudley

                                 Director,
/s/ Ruben M. Escobedo            Valero Energy Corporation               April 30, 1996
Ruben M. Escobedo

                                 Director,
/s/ James L. Johnson             Valero Energy Corporation               April 30, 1996
James L. Johnson

                                 Director,
/s/ Lowell H. Lebermann          Valero Energy Corporation               April 30, 1996
Lowell H. Lebermann

                                 Director,
/s/ Susan Kaufman Purcell        Valero Energy Corporation               April 30, 1996
Susan Kaufman Purcell