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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                    FORM 8-A


               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


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


                   Delaware                             74-1244795
           (State of incorporation                   (I.R.S. Employer
                or organization)                    Identification No.)

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

Securities to be registered pursuant to Section 12(b) of the Act:

             Title of each class                Name of each exchange on which
             to be so registered                each class is to be registered
             -------------------                ------------------------------

    $       Convertible Preferred Stock             New York Stock Exchange


Securities to be registered pursuant to Section 12(g) of the Act:

                                      None



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Item 1.  Description of Registrant's Securities to be Registered.

   The description of the $    Convertible Preferred Stock contained in the
Preliminary Prospectus dated March 2, 1994, filed by the Registrant with the
Securities and Exchange Commission as part of Amendment No. 3 to the
Registrant's Registration Statement on Form S-3, Registration No. 33-70454,
under the heading "Description of the New Preferred Stock" is incorporated by
reference herein.

Item 2.  Exhibits

  
    2.1  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).
    2.2  Form of Certificate of Designation for the $    Convertible Preferred
         Stock--incorporated by reference from Exhibit 4.2 to Amendment No. 2
         to the Valero Energy Corporation Registration Statement on Form S-3
         (Commission File No. 33-70454, filed December 29, 1993).
    2.3  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).
    2.4  $160,000,000 Amended and Restated Credit Agreement, dated as of
         December 4, 1992, among Valero Refining Company, Bankers Trust Company,
         as Agent, and certain other banks party thereto--incorporated
         by reference from Exhibit 4.3 to the Valero Energy Corporation
         Annual Report on Form 10-K (Commission File No. 1-4718, filed
         February 26, 1993).
    2.5  First Amendment to Amended and Restated Credit Agreement, dated
         as of August 25, 1993--incorporated by reference from Exhibit 4.5
         to the Valero Energy Corporation Registration Statement on Form S-3
         (Commission File No. 33-70454, filed October 18, 1993).
    2.6  Second Amendment to Amended and Restated Credit Agreement, dated
         as of December 31, 1993--incorporated by reference from Exhibit 4.5
         to the Valero Energy Corporation Annual Report on Form 10-K
         (Commission File No. 1-4718, filed March 1, 1994).
    2.7  $200,000,000 Senior Note Purchase Agreement, dated as of December 19,
         1990--incorporated by reference from Exhibit 4.2 to the Valero
         Energy Corporation Annual Report on Form 10-K (Commission File
         No. 1-4718, filed February 21, 1992).

    
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                                   SIGNATURE


   Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                        VALERO ENERGY CORPORATION
                                        (Registrant)


Date:  March 2, 1994                    By /s/ RAND C. SCHMIDT
                                           ___________________________________
                                           Rand C. Schmidt               
                                           Corporate Secretary