Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Browning Jay D.
 2. Date of Event Requiring Statement (Month/Day/Year)
01/22/2014		 3. Issuer Name and Ticker or Trading Symbol
VALERO ENERGY CORP/TX [VLO]
(Last)
(First)
(Middle)
P.O. BOX 696000		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP & GC
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN ANTONIO, TX 78269-6000		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 136,640
D
 
Common Stock, $.01 par value 350.8687
I
thrift plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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) 11/17/2020 Common Stock 3,922 $ 17.743 D  
Employee stock option (right to buy)   (2) 10/28/2021 Common Stock 7,846 $ 24.582 D  
Employee stock option (right to buy)   (3) 11/09/2022 Common Stock 8,378 $ 27.318 D  
Employee stock option (right to buy)   (4) 11/08/2023 Common Stock 6,980 $ 39.665 D  
Performance shares 01/31/2015 01/31/2015 Common Stock 13,989 $ (5) D  
Performance shares 01/31/2016 01/31/2016 Common Stock 6,142 $ (5) D  
Performance shares 01/31/2017 01/31/2017 Common Stock 2,793 $ (5) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Browning Jay D.
P.O. BOX 696000
SAN ANTONIO, TX 78269-6000		       SVP & GC  

Signatures

Ethan A. Jones, as Attorney-in-Fact for Jay D. Browning 02/03/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Options granted 11/17/2010; 3,922 are currently exercisable.
(2) Options granted 10/28/2011; 3,924 have vested, and 3,922 will vest on 10/28/2014.
(3) Options granted 11/09/2012; 2,792 have vested, and 2,793 will vest on each of 11/09/2014 and 11/09/2015.
(4) Options granted 11/08/2013; vest in annual 1/3 increments beginning one year from date of grant.
(5) The performance shares are payable in shares of common stock in amounts ranging from zero to 200 percent of the performance shares.

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