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 * VALERO ENERGY CORP/TX   2. Issuer Name and Ticker or Trading Symbol VALERO GP HOLDINGS LLC [VEH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ONE VALERO WAY 3. Date of Earliest Transaction (Month/Day/Year) 12/22/2006 (Street) SAN ANTONIO, TX 78249 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ 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 Units representing limited liability company interests 12/22/2006   S   20,550,000 (1) (2) (3) (4) D $ 21.62 4,700,000 I See footnotes. (1) (2) (3) (4) Units representing limited liability company interests 12/22/2006   S   4,700,000 (1) (2) (3) (4) D $ 21.62 0 I See footnotes. (1) (2) (3) (4)

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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
VALERO ENERGY CORP/TX ONE VALERO WAY SAN ANTONIO, TX 78249		X
Diamond Shamrock Refining & Marketing CO ONE VALERO WAY SAN ANTONIO, TX 78249		X

Signatures

Jay D. Browning, Senior Vice President and Secretary of Valero Energy Corporation		12/22/2006
**Signature of Reporting Person		Date
Jay D. Browning, Senior Vice President and Secretary of Diamond Shamrock Refining and Marketing Company		12/22/2006
**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)	As of December 22, 2006, Valero Energy Corporation directly or indirectly owned 100% of each of Diamond Shamrock Refining and Marketing Company ("DSRMC") and Sigmor Corporation ("Sigmor").
(2)	At the closing of an underwritten public offering of Units pursuant to the registration statement on Form S-1 (File No. 333-1338810) (the "Offering") on December 22, 2006, the underwriters purchased an aggregate of 20,550,000 Units: 17,226,636 Units from DSRMC and 3,323,364 Units of Sigmor.
(3)	Concurrently with the closing of the Offering on December 22, 2006, William E. Greehey purchased 4,700,000 unregistered Units from DSRMC (the "Private Sale").
(4)	After the closing of the Offering and the concurrent Private Sale, DSRMC and Valero Energy Corporation no longer own any of the outstanding Units of Valero GP Holdings, LLC and, therefore, are no longer subject to Section 16.

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