8-K

                SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C. 20549


                       ___________________


                             FORM 8-K

                          CURRENT REPORT

              PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported):    May 23, 1995




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

                             Delaware
          (State or other jurisdiction of incorporation)

     1-4718                              74-1244795              
(Commission File Number)        (IRS Employer Identification No.)

530 McCullough Avenue, San Antonio, Texas   78215                
(Address of principal executive offices)  (Zip Code)             
                                 

Registrant's telephone number, including area code:  (210) 246-2000



Item 5.   Other Events

          Effective May 23, 1995, Wertheim Schroder & Co., Inc. ("Wertheim")
executed and delivered, and Valero Energy Corporation (the "Company") agreed
and accepted an Assumption Agreement pursuant to which the Company appointed
Wertheim as a limited agent of the Company for the solicitation and receipt
of offers to purchase not greater than $10,000,000 aggregate principal
amount of medium-terms notes of the Company.  In consideration of the
appointment, Wertheim agreed to assume the terms and obligations of that
certain Distribution Agreement (the "Distribution Agreement") between the
Company and Lehman Brothers Inc., Salomon Brothers Inc and BT Securities
Corporation, as agents (collectively, the "Agents").  The Agents and the
Company executed the Distribution Agreement on March 13, 1995, in connection
with the sale from time to time by the Company of up to $250,000,000 initial
public offering price of the Company's Medium-Term Notes (the "Notes") to be
issued pursuant to an Indenture dated March 30, 1992, as supplemented by the
First Supplemental Indenture dated March 13, 1995, between the Company and
Bankers Trust Company, as trustee.

          The Company has previously filed with the Securities and Exchange
Commission (the "Commission") (i) a Registration Statement on Form S-3
(Registration No. 33-56441) (the "Registration Statement") pursuant to the
Securities Act of 1933, as amended (the "Act"), and (ii) Amendment No. 1 to
the Registration Statement (the "Amendment"), the Amendment being filed with
the Commission pursuant to the Act on February 9, 1995.  The Registration
Statement, as amended by the Amendment, was declared effective on February
22, 1995.  On March 13, 1995 the Company filed with the Commission a
Prospectus Supplement, dated March  13, 1995, in connection with the Notes
pursuant to Rule 424(b) under the Act.

Item 7.   Exhibits

     The following exhibits are filed as a part of this report:

     1.2  Assumption Agreement between Wertheim Schroder & Co., Inc. and
          Valero Energy Corporation



                            SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                          VALERO ENERGY CORPORATION




                                          By:    /s/ DON M. HEEP
                                          Name:  Don M. Heep
                                          Title: Senior Vice President and
                                                 Chief Financial Officer


Dated:   May 23, 1995

EX-1.2

                                                      Exhibit 1.2
                       ASSUMPTION AGREEMENT

     This Assumption Agreement is entered into as of the 23rd day of May 1995
by WERTHEIM SCHRODER & CO., INC., a Delaware corporation ("Wertheim"), and is
agreed to and accepted by VALERO ENERGY CORPORATION, a Delaware corporation
("Valero").

     Whereas, Valero wishes to sell from time to time its notes registered
under that registration statement on Form S-3 (Reg. No. 33-56441) (the
"Notes") pursuant to an indenture dated as of March 30, 1992 as amended by the
First Supplemental Indenture dated as of March 13, 1995 (as it may be
supplemented and amended from time to time, the "Indenture"), between Valero
and Bankers Trust Company, as trustee; and

     Whereas, Valero has appointed certain agents for the issuance and sale of
the Notes, and accordingly has entered into that certain Distribution
Agreement dated as of March 13, 1995, as amended by Amendment No. 1 to
Distribution Agreement (as it may be supplemented or amended from time to
time, the "Distribution Agreement"), between Valero, Lehman Brothers Inc.,
Salomon Brothers Inc, and BT Securities Corporation, as agents; and

     Whereas, Valero wishes to appoint Wertheim as an Agent of Valero for the
solicitation and receipt of offers to purchase not greater than $10 million of
Notes; and

     Whereas, Section 2(a) of the Distribution Agreement requires any
Additional Agent appointed by Valero to execute the Distribution Agreement and
become a party thereto;

     Now, Therefore, in consideration of the mutual promises of the parties
and other valid consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

     1.  Appointment.  Subject to the terms and conditions of the Distribution
Agreement, Valero hereby appoints Wertheim as an Agent of Valero for the
purpose of soliciting and receiving offers to purchase not greater than $10
million aggregate principal amount of Notes from Valero.

     2.  Assumption of Distribution Agreement.  By execution of this
Assumption Agreement, Wertheim hereby assumes and accepts the terms of the
Distribution Agreement and the Exhibits thereto and intends to be bound
thereby as an agent of Valero to the same extent as any "Agent" as that term
is defined in the Distribution Agreement.  Wertheim acknowledges that the
agency created by this instrument is limited to the appointment described in
paragraph 1 above.

     3.  Further Acts.  In consideration of the approval and acceptance of
Wertheim's appointment as an Additional Agent, Wertheim hereby agrees to
execute and deliver any other instruments or documents that Valero or the
other Agents may determine to be necessary or appropriate to effect the
appointment made herein and to carry out the intent and purpose of this
Assumption Agreement.


     4.  Notices.  Notices and copies of any Prospectus or amendment or
supplement thereto (including any Pricing Supplement) required to be sent to
Wertheim shall be forwarded as follows:  Wertheim Schroder & Co., Inc.,
Equitable Center -- Third Floor, 787 Seventh Avenue, New York, New York
10019-6016, Attn: J. Randall Burwell, telephone: 212/492-6615, fax:
212/492-6527.

     5.  Miscellaneous.  This agreement and the obligations hereunder shall be
binding on and inure to the benefit of the parties hereto and their successors
and assigns.  This agreement may not be modified or amended other than by a
written agreement signed by the parties hereto.  This Agreement may be
executed in several counterparts, each of which shall be deemed an original,
with all counterparts together constituting one and the same instrument.


     The parties hereby execute this Assumption Agreement as of the date
written above:


                                   WERTHEIM SCHRODER & CO., INC.:

                                   By:    /s/ J. Randall Burwell   
                                   Name:  J. Randall Burwell     
                                   Title: Vice-President Capital Markets



                                   VALERO ENERGY CORPORATION:
     

                                   By:    /s/ Don M. Heep          
                                   Name:  Don M. Heep            
                                   Title: Senior Vice President