FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * GREEHEY WILLIAM E   2. Issuer Name and Ticker or Trading Symbol VALERO ENERGY CORP/TX [VLO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) COB and CEO (Last) (First) (Middle) P.O. BOX 696000 3. Date of Earliest Transaction (Month/Day/Year) 02/03/2005 (Street) SAN ANTONIO, TX 78269-6000 4. If Amendment, Date 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 (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, $.01 par value 02/03/2005   M   76,998 (1) A $ 0 2,709,022 D   Common Stock, $.01 par value 02/03/2005   M   99,999 (1) A $ 0 2,809,021 D   Common Stock, $.01 par value 02/03/2005   M   56,001 (1) A $ 0 2,865,022 (2) D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Stock, $.01 par value

(3)

02/03/2005

A

55,000

(3)

02/03/2008

common stock

55,000

$ 0

55,000

D

Common Stock, $.01 par value

(1)

02/03/2005

M

51,332

02/03/2005

02/03/2005

common stock

51,332

$ 0

0

D

Common Stock, $.01 par value

(1)

02/03/2005

M

66,666

02/03/2005

02/03/2006

common stock

66,666

$ 0

66,666

D

Common Stock, $.01 par value

(1)

02/03/2005

M

37,334

02/03/2005

02/03/2007

common stock

37,334

$ 0

74,666

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GREEHEY WILLIAM E P.O. BOX 696000 SAN ANTONIO, TX 78269-6000	X		COB and CEO

Signatures

J. Stephen Gilbert, as Attorney-in-Fact for William E. Greehey		02/03/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	The reporting person's receipt of common shares from the settlement of his prior performance share awards has been deferred until the first day of January of the year following the reporting person's termination of service. The Compensation Committee of the Valero Energy Corporation Board of Directors has determined the award at 150% of the number of performance shares eligible to be issued in 2005 and has accrued such number of shares of common stock to be issued upon the first day of January of the year following the reporting person's termination of service.
(2)	The 2,865,022 amount does not include 140,400.6527 shares indirectly owned by the reporting person in a thrift plan.
(3)	Award of performance shares under the Valero Energy Corporation 2001 Executive Stock Incentive Plan. The performance shares vest annually in one-third increments beginning on the first anniversary of the grant date and are payable in common stock in amounts ranging from zero to 200 percent of the performance shares.

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