FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
Waters Stephen M

(Last)(First)(Middle)
P.O. BOX 696000

(Street)
SAN ANTONIOTX78269-6000

(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/23/2008
3. Issuer Name and Ticker or Trading Symbol
VALERO ENERGY CORP/TX [VLO]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $.01 par value 0
D
 
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)4. Conversion or Excercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
J. Stephen Gilbert, as Attorney-in-Fact for Stephen M. Waters09/24/2008
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

EX-24

September 23, 2008 Valero Energy Corporation P.O. Box 696000 San Antonio, Texas 78269-6000 Attention: Corporate Secretary Re: Form 3, Form 4 and Form 5 Reporting The undersigned hereby constitutes and appoints Jay D. Browning and J. Stephen Gilbert, or either of them, each with power to act without the other, as my true and lawful attorneys-in-fact and agents, for me in my name, place and stead, to sign and file any Form 3, Form 4 or Form 5 (including amendments to these forms) required to be filed by me pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, with respect to the Common Stock, $.01 par value, and any other equity securities of Valero Energy Corporation. This authority shall remain in full force and effect until revoked by me in writing. Each said agent and attorney-in-fact is hereby authorized to file or cause to be filed with the Securities and Exchange Commission a duplicate of this letter to serve as confirmation of the authority of such attorney-in-fact and agent to file such Forms. Very truly yours, /s/ Stephen M. Waters



 
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