SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Bernier Jean

(Last)

(First)

(Middle)

P.O. BOX 696000

(Street)

SAN ANTONIO

78269-6000

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/25/2011

3. Issuer Name and Ticker or Trading Symbol
VALERO ENERGY CORP/TX [ VLO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	45,618	D

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽¹⁾	11/17/2020	Common Stock	20,000	$18.985	D
Employee Stock Option (right to buy)	⁽²⁾	10/29/2019	Common Stock	12,000	$18.915	D
Employee Stock Option (right to buy)	⁽³⁾	10/16/2015	Common Stock	10,900	$17.11	D
Employee Stock Option (right to buy)	⁽⁴⁾	10/25/2014	Common Stock	5,050	$71.45	D
Employee Stock Option (right to buy)	⁽⁵⁾	10/19/2013	Common Stock	6,000	$52.545	D
Employee Stock Option (right to buy)	⁽⁶⁾	10/20/2012	Common Stock	9,800	$47.4775	D
Employee Stock Option (right to buy)	⁽⁷⁾	10/21/2014	Common Stock	20,000	$21.355	D
Employee Stock Option (right to buy)	⁽⁸⁾	10/29/2013	Common Stock	29,000	$9.825	D
Performance Shares	⁽⁹⁾	⁽⁹⁾	Common Stock	40,000	⁽⁹⁾	D

Explanation of Responses:

1. Options granted 11-17-2010; vest in annual 1/3 increments beginning one year from date of grant.

2. Options granted 10-29-2009; 4,000 have vested and 4,000 will vest on each of 10-29-2011 and 10-29-2012.

3. Options granted 10-16-2008; 7,267 have vested and 3,633 will vest on 10-16-2011.

4. Options granted 10-25-2007; 3,030 have vested and 1,010 will vest on each of 10-25-2011 and 10-25-2012.

5. Options granted 10-19-2006; 4,800 have vested and 1,200 will vest on 10-19-2011.

6. Options granted 10-20-2005; all have vested.

7. Options granted 10-21-2004; all have vested.

8. Options granted 10-29-2003; all have vested.

9. The performance shares vest annually in one-third increments beginning in January 2012, and are payable in shares of common stock in amounts ranging from zero to 200 percent of the performance shares.

Remarks:

	J. Stephen Gilbert, as Attorney-in-Fact for Jean Bernier	01/26/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.