SEC Form 3

FORM 3

UNITED 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* Bowers Kimberly S. (Last) (First) (Middle) P.O. BOX 696000 (Street) SAN ANTONIO TX 78269-6000 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/16/2008	3. Issuer Name and Ticker or Trading Symbol VALERO ENERGY CORP/TX [ VLO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP and General Counsel	5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially 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	27,217	D
Common Stock, $.01 par value	1,397.9872	I	thrift plan

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 Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee stock option (right to buy)	( 1 )	10/29/2013	Common Stock	9,600	9.825	D
Employee stock option (right to buy)	( 2 )	10/21/2014	Common Stock	9,400	21.355	D
Employee stock option (right to buy)	( 3 )	10/20/2012	Common Stock	4,350	47.4775	D
Employee stock option (right to buy)	( 4 )	10/19/2013	Common Stock	5,500	52.545	D
Employee stock option (right to buy)	( 5 )	10/25/2014	Common Stock	8,725	71.45	D
Performance shares	01/18/2009	01/18/2009	Common Stock	1,909	( 6 )	D
Performance Shares	01/18/2010	01/18/2010	Common Stock	1,563	( 6 )	D
Performance Shares	01/18/2011	01/18/2011	Common Stock	1,000	( 6 )	D

Explanation of Responses:

1. Options granted 10-29-03; 6,400 are currently exercisable, and 3,200 will vest 10-29-2008.

2. Options granted 10-21-04; 5,640 have vested, and 1,880 will vest on each of 10-21-2008 and 10-21-2009.

3. Options granted 10-20-05; 1,740 have vested, and 870 will vest on each of 10-20-2008, 10-20-2009, and 10-20-2010.

4. Options granted 10-19-06; 1,100 have vested, and 1,100 will vest on each of 10-19-2008, 10-19-2009, 10-19-2010, and 10-19-2011.

5. Options granted 10-25-07; vest in annual 1/5 increments beginning one year from date of grant.

6. The performance shares are payable in shares of common stock in amounts ranging from zero to 200 percent of the performance shares.

Remarks:

	J. Stephen Gilbert, as Attorney-in-Fact for Kimberly S. Bowers	10/20/2008
	** Signature of Reporting Person	Date
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).
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