VALERO ENERGY CORPORATION            Jay D. Browning
Vice President and
Corporate Secretary

June 24, 2002

Mr. Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Form 8-K Disclosure of Certain Management Transactions,
Commission File No. S7-09-02

Dear Mr. Katz:

I am Jay D. Browning, Vice President, Secretary and Managing Attorney, Corporate Law of Valero Energy Corporation ("Valero"). I am writing to you on behalf of Valero to provide comments on the Commission's proposed rules concerning the Form 8-K disclosure of directors' and executive officers' transactions in company equity securities and certain other transactions as set forth in Release No. 33-8090; 34-45742 (the "Proposed Rule"). We are pleased to have the opportunity to comment on the Proposed Rule.

As an issuer of securities subject to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Valero would be subject to the changes the Proposed Rule would make to Form 8-K. We support efforts to enhance meaningful disclosure to investors. However, as currently proposed, we do not believe that the rule meets this goal.

The objective in the reporting of management transactions should be to report transactions that would be meaningful to an investor when trying to determine whether to purchase, sell or hold a company's securities. We are concerned that the Proposed Rule would inundate the investment community with a vast amount of irrelevant information that would make it much more difficult for investors to cull the material transactions from the immaterial. The implementation of the Proposed Rule would result in a reporting environment in which companies file a multitude of Current Reports on Form 8-K rather than the somewhat limited number that are now filed, and investors would have difficulty determining which of these reports contain information that was meaningful to their individual investment decisions.

If a rule is adopted as proposed, we respectfully submit that:

We appreciate the opportunity to comment on the Proposed Rule.

Very truly yours,

Jay D. Browning