Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Bowers Kimberly S.
 2. Date of Event Requiring Statement (Month/Day/Year)
10/16/2008		 3. Issuer Name and Ticker or Trading Symbol
VALERO ENERGY CORP/TX [VLO]
(Last)
(First)
(Middle)
P.O. BOX 696000		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP and General Counsel
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN ANTONIO, TX 78269-6000		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, $.01 par value 27,217
D
 
Common Stock, $.01 par value 1,397.9872
I
thrift plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee stock option (right to buy)   (1) 10/29/2013 Common Stock 9,600 $ 9.825 D  
Employee stock option (right to buy)   (2) 10/21/2014 Common Stock 9,400 $ 21.355 D  
Employee stock option (right to buy)   (3) 10/20/2012 Common Stock 4,350 $ 47.4775 D  
Employee stock option (right to buy)   (4) 10/19/2013 Common Stock 5,500 $ 52.545 D  
Employee stock option (right to buy)   (5) 10/25/2014 Common Stock 8,725 $ 71.45 D  
Performance shares 01/18/2009 01/18/2009 Common Stock 1,909 $ (6) D  
Performance Shares 01/18/2010 01/18/2010 Common Stock 1,563 $ (6) D  
Performance Shares 01/18/2011 01/18/2011 Common Stock 1,000 $ (6) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bowers Kimberly S.
P.O. BOX 696000
SAN ANTONIO, TX 78269-6000		       EVP and General Counsel  

Signatures

J. Stephen Gilbert, as Attorney-in-Fact for Kimberly S. Bowers 10/20/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Options granted 10-29-03; 6,400 are currently exercisable, and 3,200 will vest 10-29-2008.
(2) Options granted 10-21-04; 5,640 have vested, and 1,880 will vest on each of 10-21-2008 and 10-21-2009.
(3) Options granted 10-20-05; 1,740 have vested, and 870 will vest on each of 10-20-2008, 10-20-2009, and 10-20-2010.
(4) Options granted 10-19-06; 1,100 have vested, and 1,100 will vest on each of 10-19-2008, 10-19-2009, 10-19-2010, and 10-19-2011.
(5) Options granted 10-25-07; vest in annual 1/5 increments beginning one year from date of grant.
(6) The performance shares are payable in shares of common stock in amounts ranging from zero to 200 percent of the performance shares.

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