8-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                -----------------

                                   FORM 8-K/A
                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                                 MARCH 12, 2002
                        (Date of Earliest Event Reported)

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



     DELAWARE                       1-13175                         74-1828067
 (State or other                  (Commission                     (IRS Employer
  Jurisdiction                    File Number)                    Identification
of incorporation)                                                     Number)

                                ONE VALERO PLACE
                            SAN ANTONIO, TEXAS 78212
          (Address of principal executive offices, including Zip Code)
                                 (210) 370-2000
              (Registrant's telephone number, including area code)


This Form 8-K/A amends the previously filed Form 8-K dated March 12, 2002 and
filed with the Securities and Exchange Commission on March 14, 2002, to amend
the first paragraph of Item 4. to indicate that Arthur Andersen LLP was
dismissed as the Company's independent auditors.




ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

On March 12, 2002, upon the recommendation of the audit committee, the board of
directors approved the dismissal of Arthur Andersen LLP (Arthur Andersen) as the
Company's independent auditors following the 2001 audit and the selection of
Ernst & Young LLP to serve as the Company's independent auditors for the year
ending December 31, 2002. The appointment of Ernst & Young is being presented to
Valero's stockholders for ratification at the Company's 2002 Annual Meeting of
Stockholders to be held on May 9, 2002.

Arthur Andersen's reports on the Company's consolidated financial statements for
each of the years ended December 31, 2001 and 2000 did not contain an adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles. During the years ended
December 31, 2001 and 2000 and through the date hereof, there were no
disagreements with Arthur Andersen on any matter of accounting principle or
practice, financial statement disclosure, or auditing scope or procedure which,
if not resolved to Arthur Andersen's satisfaction, would have caused them to
make reference to the subject matter in connection with their report on the
Company's consolidated financial statements for such years; and there were no
reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Arthur Andersen with a copy of the foregoing disclosures.
Attached as Exhibit 16 is a copy of Arthur Andersen's letter, dated April 3,
2002, stating its agreement with such statements.

During the years ended December 31, 2001 and 2000 and through March 12, 2002,
the Company did not consult Ernst & Young with respect to the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's
consolidated financial statements, or any other matters or reportable events as
set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.






ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a) - Not applicable.

(b) - Not applicable.

(c) - Exhibits.


Exhibit 16    Letter from Arthur Andersen LLP to the            Filed with
              Securities and Exchange Commission dated          this document
              April 3, 2002


                                   SIGNATURES

                  Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.


                                           VALERO ENERGY CORPORATION





Date: April 3, 2002                        By: /s/ JAY D. BROWNING
                                               ---------------------------------
                                           Name:   Jay D. Browning
                                           Title:  Vice President and
                                                   Corporate Secretary


                                  EXHIBIT INDEX



  Exhibit
  Number       Description
  -------      -----------
    16         Letter from Arthur Andersen LLP to the Securities and Exchange
               Commission dated April 3, 2002

EX-16

                                   EXHIBIT 16


Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


April 3, 2002

Dear Sir/Madam:

We have read Item 4 included in the Form 8-K/A dated April 3, 2002, of Valero
Energy Corporation to be filed with the Securities and Exchange Commission and
are in agreement with the statements contained therein.

Very truly yours,


/s/ Arthur Andersen LLP
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ARTHUR ANDERSEN LLP