EXHIBIT 23.2

                         Consent of Independent Auditors

We consent to the  incorporation by reference in the  Registration  Statement on
Form S-8,  pertaining to the 2003 Employee Stock Incentive Plan of Valero Energy
Corporation,   of  our  report  dated  March  19,  2003,  with  respect  to  the
consolidated  financial  statements of Valero Energy Corporation included in its
Annual Report (Form 10-K) for the year ended  December 31, 2002,  filed with the
Securities and Exchange Commission.

                                              /s/ Ernst & Young LLP

San Antonio, Texas
June 25, 2003