FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported 		UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Waters Stephen M

2. Issuer Name and Ticker or Trading Symbol

VALERO ENERGY CORP/TX [VLO]

5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)

(Last)          (First)          (Middle)

P.O. BOX 696000

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2014 
(Street)

SAN ANTONIO, TX 78269-6000

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person


Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock, $.01 par value   9/19/2014     G5   2940   A $0   2940   (1) (2) (3) I   by trust  

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. These securities (together with a number of securities of other issuers) are held in trust for the benefit of the reporting person's mother-in-law who does not share the reporting person's household. The reporting person's spouse succeeded to the role of trustee of the trust on September 19, 2014, following the resignation of the prior trustee.
( 2)  Neither the reporting person nor his spouse has a beneficial interest in the income or corpus of the trust - either during the term of the trust or as a remainderman following termination of the trust. Neither the reporting person nor his spouse has an opportunity to profit or share in any profit derived from a transaction in the subject securities. The reporting person does not have or share investment or voting control over the subject securities.
( 3)  The reporting person is filing this Form 5 to report the 2,940 shares held by the trust described in footnotes 1 and 2, above (to report attributed "indirect ownership"). In addition, as of December 31, 2014, the reporting person was the "direct" beneficial owner of 22,062 shares of the issuer's common stock,

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Waters Stephen M
P.O. BOX 696000
SAN ANTONIO, TX 78269-6000 		X



Signatures
J. Stephen Gilbert, as Attorney-in-Fact for Stephen M. Waters 6/23/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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