UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 11-K


                     ANNUAL REPORT PURSUANT TO SECTION 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2002






                         Commission File Number 1-13175






                      VALERO ENERGY CORPORATION THRIFT PLAN


                            VALERO ENERGY CORPORATION
                                One Valero Place
                            San Antonio, Texas 78212












                      VALERO ENERGY CORPORATION THRIFT PLAN

                                      Index


                                                                                                 

                                                                                                    Page
                                                                                                    ----


Report of Independent Auditors....................................................................     3

Statements of Net Assets Available for Benefits as of December 31, 2002 and 2001..................     4

Statements of Changes in Net Assets Available for Benefits for the Years Ended
  December 31, 2002 and 2001......................................................................     5

Notes to Financial Statements.....................................................................     6

Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2002............    14

Signature.........................................................................................    15

Consent of Independent Auditors...................................................................    16

Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
 Sarbanes-Oxley Act of 2002.......................................................................    17





                                       2


                         REPORT OF INDEPENDENT AUDITORS


To the Administrative Committee of the
   Valero Energy Corporation Thrift Plan

We have audited the accompanying statements of net assets available for benefits
of Valero Energy  Corporation  Thrift Plan as of December 31, 2002 and 2001, and
the related  statements of changes in net assets  available for benefits for the
years then ended.  These  financial  statements  are the  responsibility  of the
Plan's  management.  Our  responsibility  is to  express  an  opinion  on  these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the net assets available for benefits of the Plan as of
December  31,  2002 and 2001,  and the changes in its net assets  available  for
benefits for the years then ended,  in  conformity  with  accounting  principles
generally accepted in the United States.

Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The  accompanying  supplemental  schedule of assets
(held at end of year) as of  December  31,  2002 is  presented  for  purposes of
additional  analysis and is not a required part of the financial  statements but
is  supplementary  information  required by the  Department of Labor's Rules and
Regulations for Reporting and Disclosure  under the Employee  Retirement  Income
Security Act of 1974. This  supplemental  schedule is the  responsibility of the
Plan's management.  The supplemental schedule has been subjected to the auditing
procedures applied in our audit of the financial statements and, in our opinion,
is  fairly  stated  in all  material  respects  in  relation  to  the  financial
statements taken as a whole.

                                             /s/ ERNST & YOUNG LLP

San Antonio, Texas
June 24, 2003



                                       3

                      VALERO ENERGY CORPORATION THRIFT PLAN

                 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS



                                                        December 31,
                                                        ------------
                                                   2002             2001
                                                   ----             ----
Assets:
Investments:
  Common stock.............................   $ 171,697,066    $ 112,199,536
  Mutual funds.............................     147,025,603       89,379,119
  Common/collective trusts.................      67,512,575       12,886,267
  Stable Value Fund........................      47,771,991       37,848,582
  Self-directed investments................      30,454,730       40,713,127
  Participant loans........................      23,743,881       12,782,815
                                                -----------      -----------
      Total investments....................     488,205,846      305,809,446
                                                -----------      -----------

Receivables:
  Employer contributions...................         474,652          588,479
  Interest and dividends...................          99,580           89,936
  Due from brokers for securities sold.....         153,404           51,971
                                                -----------      -----------
    Total receivables......................         727,636          730,386

Cash.......................................         175,469            3,247
                                                -----------      -----------

Net assets available for benefits..........   $ 489,108,951    $ 306,543,079
                                                ===========      ===========

                       See Notes to Financial Statements.



                                       4

                      VALERO ENERGY CORPORATION THRIFT PLAN

           STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS




                                                           Years Ended December 31,
                                                           ------------------------
                                                            2002              2001
                                                            ----              ----

                                                                 
Additions to net assets:
Investment income:
  Interest income...................................  $   3,773,786    $   3,078,480
  Dividend income...................................      5,364,235        3,199,261
                                                        -----------      -----------
                                                          9,138,021        6,277,741
                                                        -----------      -----------
Contributions:
  Employee..........................................     40,082,839       24,912,366
  Employer..........................................     20,820,947       13,364,333
                                                        -----------      -----------
                                                         60,903,786       38,276,699
                                                        -----------      -----------

Asset transfers in from other plans:
 Valero Savings Plan................................    189,152,944                -
 CRC 401(k) Plan....................................      6,766,408                -
 Ardmore Plan.......................................      5,364,600                -
 El Paso employee savings plan......................              -        6,557,174
 Huntway 401(k) plan................................            525        5,704,024
 ExxonMobil employee savings plan...................              -           37,709
                                                        -----------      -----------
                                                        201,284,477       12,298,907
                                                        -----------      -----------

 Total additions....................................    271,326,284       56,853,347
                                                        -----------      -----------

Deductions from net assets:
Withdrawals by participants.........................    (25,861,361)     (13,392,586)
Administrative expenses.............................        (78,016)        (106,931)
                                                        -----------      -----------

  Total deductions..................................    (25,939,377)     (13,499,517)

Net depreciation in fair value of investments.......    (62,821,035)     (12,087,398)
                                                        ------------     -----------

Net increase in net assets available for benefits...    182,565,872       31,266,432

Net assets available for benefits:
  Beginning of year.................................    306,543,079      275,276,647
                                                        ----------       -----------

  End of year.......................................  $ 489,108,951    $ 306,543,079
                                                        ===========      ===========


                       See Notes to Financial Statements.

                                       5

                      VALERO ENERGY CORPORATION THRIFT PLAN

                         NOTES TO FINANCIAL STATEMENTS

1. Description of the Plan

As used in this report,  the term Valero may refer,  depending upon the context,
to Valero Energy Corporation,  one or more of its consolidated subsidiaries,  or
all of them taken as a whole.

Valero Energy Corporation is a publicly held independent  refining and marketing
company  with  approximately  20,000  employees.  Valero  owns and  operates  12
refineries in the United States and Canada with a combined  throughput  capacity
of  approximately  1.9 million barrels per day. Valero markets refined  products
through  an  extensive  bulk  and  rack  marketing  network  and  a  network  of
approximately 4,100 retail outlets in the United States and eastern Canada under
various brand names including  Diamond  Shamrock(R),  Shamrock(R),  Ultramar(R),
Valero(R), Beacon(R), Total(R) and Exxon(R).

Valero's  common  stock trades on the New York Stock  Exchange  under the symbol
"VLO."

The  following  description  of the Valero Energy  Corporation  Thrift Plan (the
Thrift Plan) provides only general information. Participants should refer to the
Thrift Plan document for a complete description of the Thrift Plan's provisions.

General
The Thrift Plan is a qualified  profit-sharing  plan covering eligible employees
of Valero in which participants' interests in Valero common stock are registered
under the  Securities  Act of 1933. The Thrift Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974 (ERISA).

Valero is the plan sponsor. An administrative  committee,  consisting of persons
selected  by  Valero,   administers   the  Thrift  Plan.   The  members  of  the
administrative  committee  serve  without  compensation  for  services  in  that
capacity.  Merrill  Lynch Trust Company of Texas is the trustee under the Thrift
Plan and has  custody of the  securities  and  investments  of the  Thrift  Plan
through a trust (the Thrift Plan Trust).  Merrill Lynch, Pierce,  Fenner & Smith
Incorporated is the record keeper for the Thrift Plan.

Plan Mergers and Acquisitions
Asset  transfers  in from other plans  include  amounts  transferred  from other
savings plans related to the following:
     o    During  the  second  quarter  of 2000,  Valero  acquired  Exxon  Mobil
          Corporation's   Benicia,   California   refinery   and   Exxon-branded
          California  retail  assets.  Former  ExxonMobil  refinery  and certain
          retail  employees who became Valero  employees could elect to transfer
          their balances from the ExxonMobil employee savings plan to the Thrift
          Plan during 2001.
     o    In June 2001,  Valero acquired El Paso  Corporation's  Corpus Christi,
          Texas refinery and related refined products logistics business. Former
          El Paso employees who became Valero  employees could elect to transfer
          their  balances from the El Paso  employee  savings plan to the Thrift
          Plan.
     o    In June 2001,  Valero acquired Huntway Refining  Company.  The Huntway
          401(k)  plan was merged into the Thrift Plan  effective  September  1,
          2001.
     o    In  December  2001,   Valero  acquired   Ultramar   Diamond   Shamrock
          Corporation  (UDS).  The portion of the Valero Savings Plan related to
          UDS non-store  employees (other than union and HSB employees  (defined
          below)) was merged into the Thrift Plan effective May 1, 2002, and the
          portion  related to certain union employees was merged into the Thrift
          Plan effective August 1, 2002, for a total of $180,881,797.


                                       6

                     VALERO ENERGY CORPORATION THRIFT PLAN

                   NOTES TO FINANCIAL STATEMENTS - (Continued)

     o    Effective  May 16,  2002,  Valero sold certain  assets and  facilities
          related to its Golden Eagle Refinery to Tesoro  Refining and Marketing
          Company (Tesoro) and, as part of this  transaction,  certain employees
          (Held Separate  Business  employees or HSB employees) of Valero became
          employees of Tesoro.  Account balances of $8,271,147 for HSB employees
          who did not make direct  rollover  transfers  from the Valero  Savings
          Plan to a defined  contribution  plan maintained by Tesoro were merged
          from the Valero Savings Plan into the Thrift Plan on August 1, 2002.
     o    Effective May 25, 2002,  union employees  participating in the Amended
          and Restated PACE 401(k) Plan and Trust of Colorado  Refining  Company
          (CRC 401(k) Plan) became  eligible to  participate in the Thrift Plan.
          Effective  September 1, 2002,  the CRC 401(k) Plan was merged into the
          Thrift Plan with a total account balance of $6,766,408.
     o    Prior to July 1,  2002,  Valero  maintained  the  Union  of  Operating
          Engineers,  Local 670,  AFL-CIO Plan (Ardmore Plan) for the benefit of
          certain  eligible  union  employees  at  Valero's  Ardmore   Refinery.
          Effective July 1, 2002,  Ardmore union  employees  became  eligible to
          participate in the Thrift Plan.  Effective August 1, 2002, the Ardmore
          Plan was merged into the Thrift Plan with a total  account  balance of
          $5,364,600.

Participation
Participation  in the Thrift Plan is voluntary  and is open to Valero  employees
who become eligible to participate  upon the completion of 30 days of continuous
service.  However, retail store employees are not eligible to participate in the
Thrift Plan as they are  eligible to  participate  in other plans  sponsored  by
Valero.  Employees are eligible to  participate  in Valero's  employer  matching
contributions after completion of one year of continuous service.

Continuous  service  begins  the  first day for  which an  employee  is paid and
terminates on the date of the employee's retirement,  death or other termination
from  service.  If an employee's  employment  is terminated  and the employee is
subsequently  reemployed within 12 months, the period between the severance from
service  and the  date of  reemployment  is  generally  included  in  continuous
service.  If the employee is not  reemployed  within 12 months,  the employee is
deemed  to have  incurred  a  break  in  service.  Former  participants  who are
reemployed   after  a  break  in  service  are  generally   eligible  to  become
participants immediately following reemployment.

Contributions
Through December 31, 2001,  participants  could make basic  contributions of not
less than 2% or more  than 8% of their  annual  total  salary  immediately  upon
commencement  of  participation.  In  addition,  participants  who  made a basic
contribution  of 8% could also make a supplemental  contribution of up to 14% of
their annual total  salary.  Annual total  salary  represented  a  participant's
current base salary including  commissions,  overtime, job upgrade pay and shift
differential pay, and was not reduced for pretax  contributions for the purchase
of benefits and to  reimbursement  accounts for medical and child care  expenses
under Valero's  FlexPlan  benefits  program and pretax  contributions  under the
Thrift Plan itself.  Effective  January 1, 2002,  the Thrift Plan was amended to
provide that  participants can make a supplemental  contribution of up to 22% of
their  annual  total  salary,  and the  definition  of annual  total  salary was
expanded  to  include  cash  bonuses.  Participants  may change  their  basic or
supplemental contribution percentages at any time. In addition, any employee may
make  rollover  contributions.  For the years ended  December 31, 2002 and 2001,
rollover contributions totaled $1,860,934 and $2,151,577,  respectively, and are
included in employee  contributions  in the  statements of changes in net assets
available for benefits.

                                       7


                     VALERO ENERGY CORPORATION THRIFT PLAN

                   NOTES TO FINANCIAL STATEMENTS - (Continued)

Participants  elect to make  contributions  to the Thrift  Plan on a  before-tax
and/or after-tax  basis.  Federal income taxes on before-tax  contributions  are
deferred until the time a distribution is made to the participant.  The Internal
Revenue  Code (the  Code)  establishes  an annual  limitation  on the  amount of
individual  pre-tax  salary  deferral  contributions.  The limit was $11,000 and
$10,500 for the years ended December 31, 2002 and 2001, respectively.  Effective
September 1, 2002,  participants who are eligible to make pre-tax  contributions
and who have  attained age 50 before the end of the year are eligible to make an
additional catch-up pre-tax contribution of up to $1,000.

Valero  makes  an  employer  contribution  to the  Thrift  Plan  equal to 75% of
participants' basic contributions up to 8% of their annual base salary.  Through
December 31, 2001, if Valero's  return on equity for the prior year was equal to
or greater than 10%, then Valero's employer contribution would equal 100% of the
participant's  basic  contributions  relating to the  participant's  annual base
salary  for the  12-month  period  beginning  February  1 of the  calendar  year
following  the year in which the 10% return  was  achieved.  Valero's  return on
equity for the year ended  December  31, 2000 was greater  than 10%;  therefore,
Valero's  matching  percentage  was increased  from 75% to 100% for the 12-month
period beginning  February 1, 2001.  Effective  January 1, 2002, the Thrift Plan
was  amended to provide  that the maximum  match by Valero  would be 75% of each
participant's  basic  contributions up to 8% based on the  participant's  annual
total salary, including overtime and cash bonuses.

Forfeitures
Valero's employer contributions are reduced by any forfeited non-vested accounts
of  terminated  participants  and  increased  by the  value of  prior  forfeited
non-vested accounts for participants who are rehired within five years from date
of  termination.  For the years  ended  December  31,  2002 and  2001,  employer
contributions were reduced by $64,200 and $130,552,  respectively,  by forfeited
non-vested  accounts.  As of December 31, 2002,  forfeited  non-vested  accounts
available to reduce future employer contributions were $92,924.

Participant Accounts
Employer  contributions are credited to an employer account for each participant
and employee  contributions are credited to an employee account maintained under
the Thrift Plan for each  participant.  The employer  and employee  accounts for
each participant are adjusted to reflect all contributions, withdrawals, income,
expenses, gains and losses attributable to these accounts.

Vesting
Participants   are  vested  100%  in  their  employee   account  at  all  times.
Participants  vest in their  employer  account  at the rate of 20% per year with
100% vesting after the fifth year of continuous service.

The Thrift Plan provides that if an employee  incurs a break in service prior to
becoming  vested in any part of their employer  account,  the  employee's  prior
continuous service will not be disregarded for purposes of the Thrift Plan until
the break in service  equals or exceeds  the greater of five years or the period
of prior continuous service. Upon a participant's  termination of employment for
other than death, total and permanent  disability or retirement,  the non-vested
portion of the  participant's  employer  account is forfeited.  In the event the
participant  is  reemployed  prior  to  incurring  a break  in  service  of five
successive years, any amounts forfeited under this provision will be reinstated.

                                       8

                     VALERO ENERGY CORPORATION THRIFT PLAN

                   NOTES TO FINANCIAL STATEMENTS - (Continued)

Investment Options
Participants  direct the investment of 100% of their employee  contributions and
may transfer existing account balances into any of the funds offered.  The funds
offered  include the Valero  Common Stock Fund,  mutual funds,  pooled  separate
accounts, common/collective trusts and other self-directed investments. Employer
contributions  are invested in Valero common stock.  Through  December 31, 2001,
participants could transfer up to 50% of Valero's employer  contributions to any
other investment  option offered.  Effective  January 1, 2002,  participants may
transfer 100% of Valero's employer  contributions to any other investment option
offered.

Withdrawals and Distributions
Participants may make the following types of withdrawals of all or part of their
respective accounts:
     o    one  withdrawal  during  any  six-month  period  from a  participant's
          after-tax employee account and rollover  contribution  account with no
          suspension of future contributions;
     o    upon completion of five years of participation in the Thrift Plan, one
          withdrawal  from the  participant's  after-tax  employee  account  and
          employer account,  with a similar  withdrawal  allowed 36 months after
          the  date of a  previous  withdrawal  under  this  provision,  with no
          suspension of future contributions;
     o    upon reaching age 59 1/2, one withdrawal  during any six-month  period
          from a participant's employee account and employer account; or
     o    upon furnishing proof of financial  necessity,  one withdrawal  during
          any six-month period from the  participant's  employee account and the
          vested  portion of the  employer  account,  but,  for  withdrawals  of
          before-tax  amounts,  not  to  exceed  the  aggregate  amount  of  the
          participant's before-tax contributions.

Upon a participant's  death, total and permanent  disability or retirement,  the
participant  or the  beneficiary  of a deceased  participant  is  entitled  to a
distribution  of the entire  value of the  participant's  employee  account  and
employer  account  regardless  of whether or not the accounts are fully  vested.
Upon a  participant's  termination  for any other  reason,  the  participant  is
entitled  to a  distribution  of only the  value of the  participant's  employee
account  and  the  vested  portion  of  the   participant's   employer  account.
Distributions  resulting  from any of these  occurrences  may be  received  in a
single sum in whole shares of Valero common stock and cash, or entirely in cash.
Alternatively,   for  distributions   commencing  after  December  31,  2001,  a
participant or beneficiary may elect to receive this distribution in the form of
equal  monthly  installments  over a period not exceeding the lesser of (i) five
years or (ii) the participant's  life expectancy or the joint life expectancy of
the participant and the participant's designated beneficiary.  In addition, when
the value of a distribution to a participant  exceeds $5,000,  the  distribution
may  be  made  prior  to  the  participant   attaining  age  65  only  with  the
participant's consent.

Terminated  participants  may elect to have the Thrift Plan  trustee  hold their
accounts  for  distribution  to them at a date  not  later  than  April 1 of the
calendar  year after which they  attain age 70 1/2.  In this  event,  terminated
participants  continue  to share in the  earnings  and losses of the Thrift Plan
until their accounts are distributed.

Participant Loans
Participants  may borrow,  subject to certain  limitations,  amounts credited to
their employee  account and the vested portion of their  employer  account.  The
minimum  loan amount is $500.  The maximum  loan amount a  participant  may have
outstanding is restricted to the lesser of:

                                       9

                     VALERO ENERGY CORPORATION THRIFT PLAN

                   NOTES TO FINANCIAL STATEMENTS - (Continued)

     (a)  $50,000,  reduced by the excess of (i) the highest outstanding balance
          of the  participant's  loans  during a one-year  period  over (ii) the
          participant's  then currently  outstanding loan balance on the day any
          new loan is made, or
     (b)  one-half of the current value of the participant's  vested interest in
          his Thrift Plan accounts.
The  term of any loan  may not  exceed  five  years  unless  the loan is for the
purchase of a participant's  principal residence, in which case, the term of the
loan may not exceed 15 years. The balance of the participant's  employee account
and vested portion of his employer account serve as security for the loan. Loans
bear  interest  at a  reasonable  rate  as  established  by  the  Administrative
Committee, presently at prime plus 1%. Loan repayments of principal and interest
are made through payroll deductions or as otherwise determined. Participants may
have two loans outstanding under the Thrift Plan at any time.

Plan Expenses
Administrative  expenses of the Thrift Plan, including trustee fees and expenses
and other costs, are paid by Valero,  or at Valero's option, by the Thrift Plan.
During the years ended  December  31, 2002 and 2001,  Valero paid  $162,733  and
$57,044 of administrative expenses.

2. Summary of Significant Accounting Policies

Basis of Accounting
The financial statements of the Thrift Plan are prepared on the accrual basis of
accounting  in  accordance  with United  States  generally  accepted  accounting
principles.

Use of Estimates
The  preparation  of  financial  statements  in  conformity  with United  States
generally accepted  accounting  principles requires management to make estimates
that affect the amounts of assets and changes therein  reported in the financial
statements and disclosure of contingent  assets and liabilities.  Actual results
could differ from those estimates.

Valuation of Investments
The Thrift Plan's investments are stated at fair value except for the investment
contract,  which is valued at contract  value.  Quoted market prices are used to
value  investments.  Shares of mutual funds are valued at the net asset value of
shares  held  by  the  Thrift  Plan  as  of  December  31.  The  investments  in
common/collective trusts are stated at fair value as determined by the issuer of
the fund based on the fair value of the  underlying  assets.  Investments in the
Stable Value Fund are comprised of an investment in an investment contract and a
common/collective trust. Investments in the Multi-Cap Core Fund are comprised of
investments in  Vanguard/PRIMECAP (a mutual fund) and a money market fund. Money
market funds and participant  loans are valued at cost, which  approximates fair
value.

Income Recognition
Purchases and sales of investments are recorded on a trade-date basis.  Interest
income  is  recorded  on  the  accrual  basis.  Dividends  are  recorded  on the
ex-dividend date.

The net depreciation in fair value of investments consists of net realized gains
and  losses  on the  sale of  investments  and the net  unrealized  appreciation
(depreciation) of investments.

Withdrawals by Participants
Withdrawals by participants are recorded when paid.

                                       10

                     VALERO ENERGY CORPORATION THRIFT PLAN

                   NOTES TO FINANCIAL STATEMENTS - (Continued)

Risks and Uncertainties
The Thrift Plan's investments, in general, are exposed to various risks, such as
interest rate,  credit and overall market  volatility risks. Due to the level of
risk associated with certain investments, it is reasonably possible that changes
in the values of  investments  will occur in the near term and that such changes
could materially affect participants'  account balances and amounts reflected in
the statements of net assets available for benefits.

Reclassifications
Certain  previously  reported  amounts have been  reclassified to conform to the
2002 presentation.

3. Investments

Investments  that  represent  5% or more of the Thrift  Plan's net assets are as
follows:



                                                                   December 31,
                                                                   ------------
                                                              2002             2001
                                                              ----             ----
                                                                    
    Valero Energy Corporation common stock:
        Participant-directed.........................   $ 165,779,345     $ 69,047,951
        Nonparticipant-directed (a)..................               -       32,396,835
    Merrill Lynch Retirement Preservation Trust......      65,864,915       16,339,232
    Merrill Lynch Equity Index Trust (b).............      27,030,268       12,886,267
    Fidelity Magellan Fund (c).......................      22,479,272       27,757,031
    MetLife investment contract (c)..................      22,389,383       21,509,350
    American Century Ultra Fund (c)..................      19,681,839       17,542,988
-----------------------------------------------------


     (a)  As of January 1, 2002, all employer contributions (made 100% in Valero
          common  stock)  can  be  immediately  diversified  into  other  funds;
          therefore, there are no more nonparticipant-directed investments.
     (b)  As of December 31, 2001, this investment is less than 5% of the Thrift
          Plan's  net  assets  but is shown in the above  table for  comparative
          purposes only.
     (c)  As of December 31, 2002, this investment is less than 5% of the Thrift
          Plan's  net  assets  but is shown in the above  table for  comparative
          purposes only.

During the years ended December 31, 2002 and 2001, the Thrift Plan's investments
(including  gains and losses on  investments  bought  and sold,  as well as held
during the year) appreciated (depreciated) in value as follows:



                                                                    Years Ended December 31,
                                                                    ------------------------
                                                                     2002             2001
                                                                     ----             ----

                                                                            
     Common stock..........................................    $ (11,680,712)     $  1,904,383
     Mutual funds..........................................      (28,145,548)      (13,086,438)
     Common/collective trusts..............................       (5,639,982)       (1,650,728)
     Stable Value Fund.....................................              165                (1)
     Self-directed investments:
      Common stock.........................................      (16,417,881)        1,808,517
      Mutual funds.........................................         (937,077)       (1,063,131)
                                                                  -----------       -----------
        Net depreciation in fair value of investments......    $ (62,821,035)     $(12,087,398)
                                                                  ==========        ==========




                                       11

                      VALERO ENERGY CORPORATION THRIFT PLAN

                   NOTES TO FINANCIAL STATEMENTS - (Continued)

4. Nonparticipant-Directed Investments

Through  December 31,  2001,  nonparticipant-directed  investments  included the
portion of  employer  contributions  that were  required  to be  invested in the
Valero  Common  Stock  Fund as  discussed  in Note 1 under  Investment  Options.
Nonparticipant-directed  investments also included forfeited non-vested employer
accounts that are available to reduce future employer  contributions.  Effective
January  1,  2002,   employer   contributions,   including   existing   employer
contributions, can immediately be diversified into other funds. As a result, the
December 31, 2001 balance of nonparticipant-directed investments was transferred
to participant-directed investments effective January 1, 2002. Information about
the balance of nonparticipant-directed  investments,  and significant components
of the changes in those investments, is as follows:



                                                                                December 31,
                                                                                ------------
                                                                          2002               2001
                                                                          ----               ----

                                                                                
   Valero common stock........................................      $          -      $ 32,396,835
                                                                      ==========        ==========



                                                                          Years Ended December 31,
                                                                          ------------------------
                                                                          2002               2001
                                                                          ----               ----

   Changes in nonparticipant-directed investments:
    Interest income...........................................      $          -      $      1,015
    Dividend income...........................................                 -           272,585
    Net appreciation in fair value of investments.............                 -           400,642
    Contributions.............................................                 -         5,626,200
    Withdrawals by participants...............................                 -        (1,260,888)
    Participant loan repayments, net of loan
          disbursements and other.............................                 -           (12,022)
    Transfers to participant-directed investments.............       (32,396,835)         (888,984)
                                                                      ----------        ----------
       Net increase (decrease) in nonparticipant-directed
           investments........................................       (32,396,835)        4,138,548
   Balance as of beginning of year............................        32,396,835        28,258,287
                                                                      ----------        ----------
   Balance as of end of year..................................      $          -      $ 32,396,835
                                                                      ==========        ==========



5. Party in Interest Transactions

Certain  Thrift  Plan  investments  are  shares  of  Valero  common  stock,  and
common/collective  trusts and mutual  funds that are  managed by Merrill  Lynch.
Transactions in these investments qualify as party in interest transactions.

6. Plan Termination

Although it has not  expressed  any intent to do so,  Valero has the right under
the Thrift Plan to discontinue  its  contributions  at any time and to terminate
the  Thrift  Plan  subject  to the  provisions  of  ERISA.  In the  event of any
termination  of  the  Thrift  Plan  or  complete   discontinuance   of  employer
contributions, participants would become 100% vested in their employer account.


                                       12

                      VALERO ENERGY CORPORATION THRIFT PLAN

                   NOTES TO FINANCIAL STATEMENTS - (Continued)

7. Tax Status

The Internal  Revenue  Service has  determined  and informed  Valero by a letter
dated  April 26,  2002,  that the Thrift Plan is  designed  in  accordance  with
applicable sections of the Code. Although the Thrift Plan has been amended since
receiving the determination  letter, the Administrative  Committee believes that
the Thrift Plan is designed and is currently  being operated in compliance  with
the applicable requirements of the Code.

8. Reconciliation of Financial Statements to Form 5500

The following is a  reconciliation  of net assets available for benefits per the
financial  statements to the Form 5500 Annual  Return/Report of Employee Benefit
Plan:



                                                                                           December 31,
                                                                                           ------------
                                                                                     2002                2001
                                                                                     ----                ----

                                                                                            
     Net assets available for benefits per the financial statements.........   $ 489,108,951       $ 306,543,079
       Amounts allocated to withdrawing participants........................        (176,100)             (2,666)
                                                                                 -----------         -----------
     Net assets available for benefits per the Form 5500....................   $ 488,932,851       $ 306,540,413
                                                                                 ===========         ===========


The  following  is a  reconciliation  of  withdrawals  by  participants  per the
financial  statements to the Form 5500 Annual  Return/Report of Employee Benefit
Plan:



                                                                           Years Ended December 31,
                                                                           ------------------------
                                                                            2002             2001
                                                                            ----             ----

                                                                                   
     Withdrawals by participants per the financial statements......    $ 25,861,361      $ 13,392,586
         Add: Amounts allocated to withdrawing participants
           as of end of year.......................................         176,100             2,666
         Less: Amounts allocated to withdrawing participants
           as of beginning of year.................................          (2,666)                -
                                                                         ----------        ----------

     Benefits paid to participants per the Form 5500...............    $ 26,034,795      $ 13,395,252
                                                                         ==========        ==========



                                       13


                                                             SCHEDULE H, Line 4i


                     VALERO ENERGY CORPORATION THRIFT PLAN
                                 EIN: 74-1828067
                                  Plan No. 002

                    Schedule of Assets (Held at End of Year)
                             As of December 31, 2002



Identity of Issue/Description of Investment                         Current Value
-------------------------------------------                         -------------

                                                                 
Common stock:
*  Valero Energy Corporation....................................    $ 165,779,345
   Citigroup Inc................................................        3,087,238
   PG&E Corporation.............................................        2,830,483
                                                                      -----------
                                                                      171,697,066
                                                                      -----------
Stable Value Fund:
*  Merrill Lynch Retirement Preservation Trust..................       25,382,608
   MetLife investment contract..................................       22,389,383
                                                                      -----------
                                                                       47,771,991
                                                                      -----------

Common/collective trusts:
*  Merrill Lynch Retirement Preservation Trust..................       40,482,307
*  Merrill Lynch Equity Index Trust.............................       27,030,268
                                                                      -----------
                                                                       67,512,575
                                                                      -----------
Mutual funds:
   The Oakmark Equity and Income Fund...........................       23,332,784
   Fidelity Magellan Fund.......................................       22,479,272
   Multi-Cap Core Fund..........................................       22,460,688
   American Century Ultra Fund..................................       19,681,839
*  Merrill Lynch Basic Value Fund...............................       15,280,157
   American Funds EuroPacific Growth Fund.......................       12,366,765
*  Merrill Lynch Intermediate Corporate Bond Fund...............       11,566,744
   MFS Massachusetts Investors Growth Stock Fund................        9,556,507
*  Merrill Lynch Global Allocation Fund.........................        5,907,109
   Templeton Foreign Fund.......................................        2,684,104
   AIM Income Fund..............................................        1,709,634
                                                                      -----------
                                                                      147,025,603
                                                                      -----------
Self-directed investments.......................................       30,454,730

*Participant loans (interest rates ranging from 5.25% to 11.5%).       23,743,881
                                                                      -----------

    Total.......................................................    $ 488,205,846
                                                                      ===========



----------------------------------------------------------------
* Party in interest to the Thrift Plan.




                                       14

                                    SIGNATURE


The Plan.  Pursuant to the requirements of the Securities  Exchange Act of 1934,
the Administrative  Committee has duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.


                   VALERO ENERGY CORPORATION THRIFT PLAN


                   By /s/ John D. Gibbons
                       ---------------------------------------------------
                       John D. Gibbons
                       Chairman of the Administrative Committee
                       and Executive Vice President and Chief Financial Officer,
                       Valero Energy Corporation

Date: June 30, 2003



                                       15