Prepared By R.R. Donnelley Financial -- Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

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

Date of Report (Date of earliest event reported): 03/31/2006

Valero Energy Corporation

(Exact name of registrant as specified in its charter)

Commission File Number: 1-13175

Delaware		74-1828067
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

One Valero Way

San Antonio, Texas

(Address of principal executive offices, including zip code)

(210) 345-2000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Information to be included in the report

Item 8.01. Other Events

On March 31, 2006, Valero Energy Corporation (the "Company") issued a press release announcing the filing of a registration statement on Form S-1 by the Company's subsidiary, Valero GP Holdings, LLC, for an initial public offering of approximately 37% of the subsidiary's units representing limited liability company interests. A copy of the press release is furnished with this report as Exhibit 99.1, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

99.1 Press Release dated March 31, 2006.

Signature(s)

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 05, 2006	By:	/s/ Jay D. Browning
		Jay D. Browning
		Vice President and Secretary

Exhibit Index

Exhibit No.		Description
EX-99.1		press release 03-31-06

EX-99.1 2 rrd113664_12847.htm PRESS RELEASE 03-31-06 Exhibit 99

Exhibit 99.1

Valero Energy Announces Filing of IPO Registration Statement of Valero GP Holdings, LLC, The Indirect General Partner of Valero L.P.; Sale Won't Affect Valero L.P. Headquarters, Staffing or Management Team

SAN ANTONIO--(BUSINESS WIRE)--March 31, 2006--Valero Energy Corporation (NYSE:VLO) announced today that its subsidiary Valero GP Holdings, LLC has filed a registration statement on Form S-1 with the Securities and Exchange Commission (SEC) for an initial public offering of approximately 37% of its units representing limited liability company interests. All units will be sold by subsidiaries of Valero Energy Corporation, which initially will retain an approximate 63% ownership interest in Valero GP Holdings, LLC, the owner of the general partner interest, the incentive distribution rights and a 21.4% limited partner interest in Valero L.P. (NYSE:VLI), a publicly traded limited partnership that is engaged in the crude oil and refined product transportation, terminaling and storage business. Valero Energy has stated its intention to further reduce and ultimately sell all of its interest in Valero GP Holdings, LLC, pending market conditions.

Once the initial public offering takes place, all Valero L.P. employees will keep their jobs at their current salaries with comparable benefit levels, and the corporate office will remain at the Valero campus in San Antonio. The Valero L.P. management team, led by CEO Curt Anastasio, will remain intact, and Bill Greehey will remain Chairman of the Board.

Lehman Brothers Inc. will act as the sole bookrunner. This offering of units will be made only by means of a prospectus. A written prospectus meeting the requirements of Section 10 of the Securities Act of 1933, when available, may be obtained from Lehman Brothers Inc., c/o ADP Financial Services, Integrated Distribution Services, 1155 Long Island Ave., Edgewood, N.Y. 11717; fax: 631-254-7268; e-mail: Monica_Castillo@adp.com.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Valero

Valero Energy Corporation is based in San Antonio and has approximately 22,000 employees. The company owns and operates 18 refineries throughout the United States, Canada and the Caribbean with a combined throughput capacity of approximately 3.3 million barrels per day.

About Valero L.P.

Valero L.P. is a master limited partnership based in San Antonio, with 9,186 miles of pipeline, 89 terminal facilities and four crude oil storage facilities. The partnership has operations in the United States, Canada, Mexico, the Netherlands Antilles, the Netherlands and the United Kingdom. The partnership's combined system has approximately 77.7 million barrels of storage capacity, and includes crude oil and refined product pipelines, refined product terminals, petroleum and a specialty liquids storage and terminaling business, as well as crude oil storage tank facilities.

Contact:

Valero Energy Corporation, San Antonio

Investors, Eric Fisher, Vice President,

Investor Relations: 210-345-2896

Media, Mary Rose Brown, Senior Vice President,

Corporate Communications: 210-345-2314

Website: http://www.valero.com /

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