S-8

                                                          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 STOCK OPTION PLAN NO. 5
                     (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   price    fee

Common Stock,          3,300,000     $24.00          $79,200,000  $27,310
Par Value $1           shares

Preference Share       3,300,000     n/a             n/a          n/a
Purchase Rights        rights


(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 October 23, 1995, as reported in
the New York Stock Exchange-Composite Transaction listing for that date.

(2)       Until the Distribution Date (as defined in the Amended and Restated
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, 1994.

     (b)  Proxy Statement for the Annual Meeting of Stockholders on May 9,
1995.

          Current Report on Form 8-K dated March 13, 1995.

          Current Report on Form 8-K/A dated May 31, 1994.

          Quarterly Report on Form 10-Q for the quarter ended March 31, 1995.

          Quarterly Report on Form 10-Q for the quarter ended June 30, 1995.

     (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
October 26, 1995, beneficially owned approximately 10,300 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, 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 October 
         17, 1991--incorporated by reference from Exhibit 4.2 to the Valero 
         Energy Corporation Registration Statement on Form S-3 (Commission 
         File No. 33-45456, filed February 4, 1992).
4.3 --   Amendment to By-Laws of Valero Energy Corporation, as adopted 
         February 25, 1993--incorporated by reference from Exhibit 3.3 to the 
         Valero Energy Corporation Form 10-K (Commission File No. 1-4718, 
         filed February 26, 1993).
4.4 --   Amended and Restated Rights Agreement, dated as of October 17, 1991, 
         between Valero Energy Corporation and Ameritrust Texas, N.A., 
         successor to MBank Alamo, N.A., as Rights Agent--incorporated by 
         reference from Exhibit 1 to the Valero Energy Corporation Current 
         Report on Form 8-K (Commission File No. 1-4718, filed October 18, 
         1991).
4.5 --   $250,000,000 Credit Agreement, dated as of March 31, 1994, among 
         Valero Energy Corporation, Bankers Trust Company and Bank of Montreal 
         as managing Agents, and the banks and co-agents party 
         thereto--incorporated by reference from Exhibit 10.1 to the Valero
          Energy Corporation Quarterly Report on Form 10-Q (Commission File 
         No. 1-4718, filed May 12, 1994). 
4.6 --   First Amendment to Credit Agreement, dated as of September 30, 
         1994--incorporated by reference from Exhibit 10.2 to the Valero 
         Energy Corporation Quarterly Report on Form 10-Q (Commission File No. 
         1-4718, filed November 14, 1994).
4.7 --   Second Amendment to Credit Agreement, dated as of February 27, 
         1995--incorporated by reference from Exhibit 4.4 to the Valero Energy 
         Corporation Annual Report on Form 10-K (Commission File No. 1-4718, 
         filed March 1, 1995).
*5.1 --   Opinion of Rand C. Schmidt, Esq. (including Consent of Counsel).
*23.1 --   Consent of Arthur Andersen LLP dated October 25, 1995.
*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 this counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by its is against public policy as expressed in the act
and will be governed by the final adjudication of each 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 October 26,
1995.


                              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         October 26, 1995
William E. Greehey

                             Senior Vice President and
                             Chief Financial Officer
                          (Principal Financial Officer and
                            Principal Accounting Officer)
/s/ Don M. Heep               Valero Energy Corporation       October 26, 1995
Don M. Heep

                                    Director,
/s/ F. Joseph Becraft         Valero Energy Corporation       October 26, 1995
F. Joseph Becraft

                                    Director,
/s/ Edward C. Benninger       Valero Energy Corporation       October 26, 1995
Edward C. Benninger

                                    Director,
/s/ Robert G. Dettmer         Valero Energy Corporation       October 26, 1995
Robert G. Dettmer

                                    Director,
/s/ A. Ray Dudley             Valero Energy Corporation       October 26, 1995
A. Ray Dudley

                                    Director,
/s/ Ruben M. Escobedo         Valero Energy Corporation       October 26, 1995
Ruben M. Escobedo

                                    Director,
/s/ James L. Johnson          Valero Energy Corporation       October 26, 1995
James L. Johnson

                                    Director,
                              Valero Energy Corporation       October 26, 1995
Lowell H. Lebermann

                                    Director,
/s/ Susan Kaufman Purcell     Valero Energy Corporation       October 26, 1995
Susan Kaufman Purcell

EX-5

                                          October 26, 1995



Board of Directors
Valero Energy Corporation
530 McCullough Avenue
San Antonio, TX  78215

Ladies & Gentlemen:

     I am the Corporate Secretary and Managing Attorney of Valero Energy
Corporation, a Delaware corporation ("Valero"), and have acted as counsel for
Valero in connection with the proposed offering of up to 3,300,000 shares of
Common Stock, $1.00 par value per share, of Valero (the "Shares"), together
with up to 3,300,000 Preference Share Purchase Rights ("Rights") of Valero,
pursuant to the Valero Energy Corporation Stock Option Plan No. 5 (the
"Plan").

     In connection therewith, I have examined, among other things, the
Restated Certificate of Incorporation and the By-laws of Valero, the corporate
proceedings with respect to the adoption of the Plan and the offering of the
Shares, the corporate proceedings with respect to the creation of the Amended
and Restated Rights Agreement, dated as of October 17, 1991, between Valero
and Ameritrust Texas, N.A., successor to MBank Alamo, N.A., as Rights Agent,
and the Registration Statement on Form S-8 (the "Registration Statement") to
be filed by Valero with the Securities and Exchange Commission for the
registration of the Shares and the Rights under the Securities Act of 1933
(the "Act").

     Based on the foregoing, and having due regard for such legal
considerations as I have determined relevant, I am of the opinion that:

          1.   Valero is a corporation duly organized, validly existing and in 
              good standing under the laws of the State of Delaware.

          2.   The Shares and Rights proposed to be sold by Valero under the 
               Plan and which are original issuance securities have been duly 
               authorized for issuance and, subject to the Registration 
               Statement becoming effective under the Act and to compliance 
               with any applicable Blue Sky laws and to the issuance of such 
               Shares and Rights in accordance with the provisions of the 
               Plan, when each certificate for a portion of such Shares has 
               been executed by Valero, authenticated by the Transfer Agent, 
               registered by the Registrar and delivered and sold in 
               accordance with the Plan, (a) the Shares represented by such 
               certificate will be legally issued, fully paid and 
               non-assessable shares of Common Stock of Valero, and (b) the 
               Rights trading with and represented by such certificate for the 
               Shares will be legally issued, fully paid and non-assessable    
               Preference Share Purchase Rights of Valero entitled to the  
               benefits of the Rights Agreement.

     I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and the references to myself therein.


                                           Very truly yours,

                                           /s/ Rand C. Schmidt
                                           Rand C. Schmidt
                                           Corporate Secretary and
                                           Managing Attorney

RCS/jmg

EX-23

                                                                  EXHIBIT 23.1


            CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February 14,
1995, included in Valero Energy Corporation's Form 10-K for the year ended
December 31, 1994, and to all references to our Firm included in this
registration statement.



                                         /s/ Arthur Andersen LLP


San Antonio, Texas
October 25, 1995