UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549


                                SCHEDULE 13G


                  Under the Securities Exchange Act of 1934

                        (Amendment No. _____3_____)*


                          VALERO ENERGY CORPORATION
                              (Name of Issuer)

                         COMMON STOCK, $1 PAR VALUE
                       (Title of Class of Securities)

                                 919138-10-7
                               (CUSIP Number)


Check the following box if a fee is being paid with this statement.
(A fee is not required only  if the filing person:  (1) has a previous
statement on  file reporting  beneficial  ownership of  more than five
percent of  the class of  securities described in  Item 1; and  (2) has filed
no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.)  (See Rule 13d-7).

    *The remainder of  this cover page shall be filled  out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for  any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.

    The information required in the remainder of this  cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).



1  NAME OF REPORTING PERSON
   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

   The  Frost  National  Bank, Trustee  of  the  Valero  Energy  Corporation
   Employee's   Stock  Ownership  Plan,  the   Valero   Energy   Corporation
   Thrift  Plan,  the  Valero  Energy  Corporation  Benefits  Trust and  the
   Valero Employee's Stock Ownership Plan.  74-6036463

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                (a) 

                                                (b) 


3  SEC USE ONLY



4  CITIZENSHIP OR PLACE OF ORGANIZATION

   United States


                    5  SOLE VOTING POWER
   NUMBER OF
     SHARES            0 shares
  BENEFICIALLY
    OWNED BY        6  SHARED VOTING POWER
      EACH
    REPORTING          4,247,732 shares
     PERSON
      WITH
                    7  SOLE DISPOSITIVE POWER

                       0 shares

                    8  SHARED DISPOSITIVE POWER

                       4,247,732 shares

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    4,247,732 shares

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES


11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    9.78%

12  TYPE OF REPORTING PERSON

    BK



Item 1(a)      NAME OF ISSUER:

               Valero Energy Corporation


Item 1(b)      ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

               530 McCullough
               San Antonio, Texas  78215

Item 2(a)      NAME OF PERSON FILING:

               See Item 1 of the cover pages attached hereto

Item 2(b)      Address of Principal Business Office, or If none, residence:

               100 West Houston Street
               San Antonio, Texas  78205

Item 2(c)      CITIZENSHIP:

               See Item 4 of the cover pages attached hereto

Item 2(d)      TITLE OF CLASS OF SECURITIES:

               Common Stock, par value $1

Item 2(e)      CUSIP NUMBER:

               919138-10-7

Item 3         The Frost National Bank is a Bank as defined in section
               3(a)(6) of the Act.

Item 4         OWNERSHIP:

               (a)  Amount beneficially owned:
               See Item 9 of the cover pages attached hereto

               (b)  Percent of Class:
               See Item 11 of the cover pages attached hereto

               (c)  See Items 5 through 8  of the cover pages attached hereto

Item 5         OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

               Not Applicable

Item 6         OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
               PERSON:

               The beneficiaries of the Valero Energy Corporation Employee's
               Valero Energy Corporation Benefits Trust and the Valero
               Employee's Stock Ownership Plan have the right to receive or
               the power to direct the receipt of dividends from, or the
               proceeds from the sale of the securities covered by this
               Schedule 13G.

Item 7         IDENTIFICATION AND CLASSIFICATION  OF THE SUBSIDIARY WHICH 
               ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
               COMPANY:

               Not Applicable

Item 8         IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

               Not Applicable

Item 9         NOTICE OF DISSOLUTION OF GROUP:

               Not Applicable

Item 10        CERTIFICATION:

               By signing below I certify that, to the best of my knowledge
               and belief, the securities referred to above were acquired in
               the ordinary course of business and were not acquired for the
               purpose of and do not have the effect of changing or
               influencing the control of the issuer of such securities and
               were not acquired in connection with or as a participant in
               any transaction having such purposes or effect.



                                   SIGNATURES



After  reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set  forth in this statement is true, complete
and correct.


February 1, 1995


                                   THE FROST NATIONAL BANK 


                                   By:          /s/ Mark Freeman             
                                        
                                   Name: Mark Freeman

                                   Title: Sr. Vice President