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                                  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 SAVINGS PLAN

                            VALERO ENERGY CORPORATION
                                One Valero Place
                           San Antonio, TX 78212-3186




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                               VALERO SAVINGS 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..........     13

Signature.......................................................................................     14

Consent of Independent Auditors.................................................................     15

Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
 Sarbanes-Oxley Act of 2002.....................................................................     16





                                       2



                         REPORT OF INDEPENDENT AUDITORS


To the Administrative Committee of
  Valero Savings Plan

We have audited the accompanying statements of net assets available for benefits
of  Valero  Savings  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 the purpose 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 SAVINGS PLAN

                 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS




                                                                December 31,
                                                                ------------
                                                         2002                 2001
                                                         ----                 ----
                                                                 
Assets:
Investments:
 Common stock...................................    $  9,726,656       $  72,759,294
 Common/collective trusts.......................      10,338,552          38,472,131
 Mutual funds...................................       8,931,594         142,540,740
 Participant loans..............................       1,930,471           7,071,335
 Self-directed investments......................           7,944              54,264
                                                      ----------         -----------
   Total investments............................      30,935,217         260,897,764
                                                      ----------         -----------

Receivables:
 Employer contributions.........................       3,902,528             908,205
 Employee contributions.........................          80,417           2,462,133
 Interest.......................................             289                   -
 Due from brokers for securities sold...........           4,692                   -
                                                      ----------         -----------
   Total receivables............................       3,987,926           3,370,338

Cash............................................           3,474                   -
                                                      ----------         -----------
Net assets available for benefits...............    $ 34,926,617       $ 264,268,102
                                                      ==========         ===========



                       See Notes to Financial Statements.




                                       4


                               VALERO SAVINGS PLAN

           STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS




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

                                                                                    
Additions to net assets:
 Investment income:
  Interest income.................................................      $  1,227,230      $   2,651,173
  Dividend income.................................................         1,330,903          5,391,527
                                                                         -----------        -----------
                                                                           2,558,133          8,042,700
                                                                         -----------        -----------
 Contributions:
  Employee........................................................         7,255,556         16,151,623
  Employer........................................................         7,553,105          6,623,279
                                                                         -----------        -----------
                                                                          14,808,661         22,774,902
                                                                         -----------        -----------

 Asset transfers in from other plans:
  Valley Shamrock, Inc. Plan......................................                 -            405,837
  UDS ESOP1 Stock Fund............................................                 -            101,527
  UDS ESOP2 Stock Fund............................................                 -             17,127
  Valero Retail Plan..............................................           250,450                  -
                                                                         -----------        -----------
                                                                             250,450            524,491
                                                                         -----------        -----------

   Total additions................................................        17,617,244         31,342,093
                                                                         -----------        -----------

Deductions from net assets:
 Withdrawals by participants......................................       (57,062,470)       (19,482,198)
 Asset transfers out to Valero Energy Corporation Thrift Plan.....      (189,152,944)                 -
                                                                         -----------        -----------
   Total deductions...............................................      (246,215,414)       (19,482,198)
                                                                         -----------        -----------

 Net appreciation (depreciation) in fair value of investments.....          (743,315)        12,970,272
                                                                         -----------        -----------

Net increase (decrease) in net assets available for benefits......      (229,341,485)        24,830,167

Net assets available for benefits:
 Beginning of year................................................       264,268,102        239,437,935
                                                                         -----------        -----------

 End of year......................................................      $ 34,926,617      $ 264,268,102
                                                                         ===========        ===========



                       See Notes to Financial Statements.



                                       5


                               VALERO SAVINGS 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  Savings Plan (the Plan) provides only
general  information.  Participants  should  refer  to the Plan  document  for a
complete description of the Plan's provisions.

General
The Plan is a defined  contribution  plan that  previously  covered all eligible
employees of Ultramar Diamond Shamrock  Corporation (UDS), which was acquired by
Valero on December  31,  2001.  The Plan was  previously  referred to as the UDS
401(k)  Retirement  Savings Plan (renamed  effective April 1, 2002). The 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 Plan.  The  members of the  Administrative
Committee  serve without  compensation  for services in that capacity.  Vanguard
Fiduciary Trust Company was the trustee and record keeper of the Plan until June
30, 2002.  Effective July 1, 2002,  Merrill Lynch Trust Company,  FSB became the
trustee and has custody of the securities and  investments of the Plan.  Merrill
Lynch, Pierce, Fenner & Smith Incorporated is the record keeper of the Plan.

Plan Merger and Acquisitions
Asset  transfers  in from other  plans and asset  transfers  out to other  plans
include amounts related to the following:
     o    Effective August 1, 2001, the Valley Shamrock,  Inc. Employee's 401(k)
          Plan was merged into the Plan.  Valley  Shamrock,  Inc. was previously
          acquired by UDS.
     o    During  2001,  participant  account  balances  remaining  in  the  UDS
          Employee Stock Ownership Plan 1 and 2 were transferred to the Plan.
     o    Effective May 1, 2002,  Valero merged the account  balances related to
          UDS non-store  employees (other than union personnel and HSB employees
          (defined  below)),  and  effective  August 1, 2002  merged the account
          balances  related to certain union  employees,  into the Valero Energy
          Corporation   Thrift   Plan,   representing   a  total   transfer   of
          $180,881,797.
     o    Effective  May 16,  2002,  Valero sold certain  assets and  facilities
          related to its Golden Eagle Refinery to Tesoro  Refining and Marketing
          Company  (Tesoro),  as a result of which  certain  employees of Valero
          (Held Separate  Business  Employees or HSB employees) became employees


                                       6

                              VALERO SAVINGS PLAN

                          NOTES TO FINANCIAL STATEMENTS - (Continued)

          of Tesoro. HSB employees were treated as having incurred a termination
          of employment and became eligible for  distributions  of their account
          balances.  Eligible HSB employees  could elect to make direct rollover
          transfers from the Plan to a defined  contribution  plan maintained by
          Tesoro.  Account  balances of $8,271,147 for HSB employees who did not
          make direct  rollover  transfers  were  merged into the Valero  Energy
          Corporation Thrift Plan.
     o    Prior to September 1, 2002,  Valero  maintained the Valero Retail Plan
          for the benefit of certain Valero store employees. Effective September
          1,  2002,  the  Valero  Retail  Plan was  merged  into the  Plan.  Any
          employees previously eligible to participate in the Valero Retail Plan
          became eligible to participate in the Plan.

Participation
Participation  in the Plan is voluntary and is open to Valero  retail  employees
who become eligible to participate.  Prior to April 1, 2002,  eligible employees
included all former UDS non-union  employees and certain union employees who had
completed  one year of  service  and who were at least 18 years  old.  Effective
April 1, 2002, for non-store  employees  other than certain union  personnel and
HSB employees,  effective May 16, 2002 for HSB employees,  and effective July 1,
2002 for certain union  employees,  such former UDS non-store  employees were no
longer eligible to participate in the Plan but became eligible to participate in
the Valero Energy Corporation Thrift Plan. Employees are eligible to participate
in Valero's  employer  matching  contributions  after  completion of one year of
continuous service.

Contributions
Participants could contribute from 1% to 15% of their  compensation,  as defined
in the Plan, through July 31, 2002.  Effective August 1, 2002,  participants can
contribute up to 30% of their compensation.  In addition,  any employee may make
rollover contributions. For the years ended December 31, 2002 and 2001, rollover
contributions totaled $467,131 and $1,314,842, respectively, and are included in
employee  contributions in the statements of changes in net assets available for
benefits.  Valero  contributes  $0.60  for  every  $1.00  of  the  participant's
contribution up to 6% of compensation.

For each Plan Year  beginning  with the first Plan Year after December 31, 2001,
Valero  may,  at the  discretion  of the  Valero  Energy  Corporation  Board  of
Directors or such other party as designated by such Board,  make profit  sharing
contributions  to the Plan to be  allocated  to the  accounts  of the  "Eligible
Members" as  described  in the plan  document.  For the year ended  December 31,
2002,  the  Administrative   Committee  approved  a  $3,867,055  profit  sharing
contribution, which was funded in February of 2003.

The Internal  Revenue Code (the Code)  establishes  an annual  limitation on the
amount of  individual  pre-tax  salary  deferral  contributions.  This 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.

Forfeitures
In the  event a  participant  terminates  before  becoming  100%  vested  in the
employer contributions,  the nonvested employer contribution amounts held in the
participant's account will be forfeited.  If the terminated participant receives
a  distribution  from  the  vested   portion  of  his  account  and  he  resumes

                                       7

                               VALERO SAVINGS PLAN

                   NOTES TO FINANCIAL STATEMENTS - (Continued)

employment as an employee,  any portion of the  participant's  account forfeited
shall be restored if the  participant  repays to the Plan the full amount of his
distribution  within five years after  re-employment.  If the participant incurs
five  consecutive  one-year breaks in service or fails to repay the distribution
received  from  the  vested  portion  of  his  account,   the  participant  will
permanently forfeit the nonvested portion of his account.  Forfeited amounts are
used to reduce  future  employer  contributions  or defray  Plan  administrative
expenses.   During  the  years  ended  December  31,  2002  and  2001,  employer
contributions were reduced by $10,193 and $159,066, respectively, from forfeited
nonvested  accounts.  As of December  31,  2002,  $26 in unused  forfeitures  is
available for future use under the Plan.

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 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.  Effective
January 1, 2002,  participants  become 20% vested in their employer  account for
each year of service  with 100%  vesting  after five years of  service.  Certain
participants  are  subject to  accelerated  vesting as a result of special  Plan
provisions  associated  with past mergers.  Participants  vest in 100% of profit
sharing  contributions  if and when years of vesting  service  are five years or
more.  However, a participant will be vested in 100% of his account balance upon
his death,  disability,  attainment of normal  retirement age, as defined in the
Plan,  and  termination  or partial  termination  of the Plan, as defined in the
Plan.

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 Energy  Corporation  Common Stock Fund, mutual funds,
and common/collective trusts investments. Employer contributions are invested in
Valero common stock.  Effective January 1, 2002,  participants may transfer 100%
of Valero's employer contributions to any other investment option offered.

Withdrawals and Distributions
A participant's  vested account  balance will be distributed  after the later of
reaching  normal   retirement  age  (generally  age  65)  or  termination   from
employment,  unless the participant elects an earlier distribution of his vested
account  balance at the earlier of  termination  from  employment or age 59 1/2.
Distributions  can be made in the form of a single  cash  lump  sum  payment  or
monthly  installments  not to exceed five years.  The participant can also elect
that those funds in the Valero Common Stock Fund be  distributed  in the form of
Valero common stock as:
     o    A single payment; or
     o    For distributions  elected through June 30, 2002, annual  installments
          over a period not to exceed the greater of his life  expectancy or ten
          years; or
     o    For  distributions   effective  on  or  after  July  1,  2002,  annual
          installments   over  a  period  not  to  exceed  five  years.
If  the  participant's   vested  account  balance  is  less  than  $5,000,   the
distribution cannot be deferred.


                                       8

                               VALERO SAVINGS PLAN

                   NOTES TO FINANCIAL STATEMENTS - (Continued)


In the event of  hardship,  participants  may withdraw a portion of their vested
account balance, subject to Administrative Committee approval.  Effective August
1,  2002,  hardship  distributions  may not be made more  often than once in any
six-month period.

Upon  completion of five years of  participation  in the Plan, a participant can
elect to withdraw any amount  credited to his  after-tax  contribution  account,
matching   contributions  account  and  profit  sharing  contributions  account.
Additionally,  the participant is eligible to elect another  withdrawal upon the
completion of 36 months from the date of a previous withdrawal.

Participant Loans
Participants may borrow a minimum of $500 ($1,000 prior to August 1, 2002) up to
a maximum equal to the lesser of $50,000 or 50% of their vested account balance.
The   participant   may  elect  a  repayment  term  of  up  to  five  years  for
general-purpose  loans or up to 15 years for the purchase of a primary residence
(10  years  prior to  August  1,  2002).  The loan is  secured  by a lien on the
participant's  vested account balance and bears interest at a reasonable rate as
determined  by the  Administrative  Committee.  Principal and interest is repaid
through payroll deductions. Effective August 1, 2002, a participant can have two
loans outstanding at any time.

Plan Expenses
Valero pays the  administrative  expenses of the Plan and provides certain other
services at no cost to the Plan.

2. Summary of Significant Accounting Policies

Basis of Accounting
The Plan's financial  statements 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
Investments in mutual funds are valued at quoted market prices,  which represent
the  net  asset  value  of  shares  held  by the  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.
Self-directed  investments are valued at quoted market prices as of December 31.
Participant  loans are  valued at cost which  approximates  fair  value.  Valero
common stock is valued at its quoted market price as of December 31.

                                       9

                               VALERO SAVINGS PLAN

                   NOTES TO FINANCIAL STATEMENTS - (Continued)

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.

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

Withdrawals by Participants
Withdrawals by participants are recorded when paid.

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

3. Investments

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



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

                                                                       
     Vanguard PRIMECAP Fund..........................      $        -        $ 50,876,590
     Vanguard Retirement Savings Trust...............               -          38,472,131
     Vanguard Wellington Fund Investor Shares........               -          33,173,502
     Vanguard 500 Index Fund Investor Shares.........               -          26,106,977
     UDS common stock:
      UDS Common Stock Fund..........................               -          14,389,188
      UDS ESOP1 Stock Fund*..........................               -          46,726,029
      UDS ESOP2 Stock Fund*..........................               -          11,644,077
     Valero Energy Corporation common stock..........       9,726,656                   -
     Merrill Lynch Retirement Preservation Trust.....       9,051,856                   -
     The Oakmark Equity & Income Fund................       4,319,806                   -
     ------------------------------------------
     * Nonparticipant-directed.



                                       10


                               VALERO SAVINGS PLAN

                   NOTES TO FINANCIAL STATEMENTS - (Continued)

During the years  ended  December  31,  2002 and 2001,  the  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
                                                                     ----                ----

                                                                             
     Mutual funds..........................................    $ (12,464,050)      $ (17,924,869)
     Common stock..........................................       11,744,666          30,894,359
     Self-directed investments.............................          (23,931)                782
                                                                ------------          ----------
      Net appreciation (depreciation) in fair value of
       investments.........................................    $    (743,315)      $  12,970,272
                                                                ============          ==========


4. Nonparticipant-Directed Investments

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 net assets and the changes in net assets relating to nonparticipant-directed
investments  (comprised of the UDS ESOP1 Stock Fund and UDS ESOP2 Stock Fund) is
as follows:



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

                                                                                   
      UDS common stock...........................................   $          -         $ 58,370,106
                                                                      ==========           ==========



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

     Changes in nonparticipant-directed investments:
        Interest and dividend income...........................    $           -        $     856,465
        Net appreciation in fair value of investments..........                -           25,441,892
        Participant loan repayments............................                -                1,048
        Asset transfers in from other plans....................                -              118,654
        Benefits paid to participants..........................                -           (3,619,969)
        Transfers to participant-directed investments..........      (58,370,106)          (9,598,156)
                                                                     -----------          -----------
          Net  increase   (decrease)  in   nonparticipant-
           directed investments................................      (58,370,106)          13,199,934
     Balance as of beginning of year...........................       58,370,106           45,170,172
                                                                     -----------           ----------
     Balance as of end of year.................................    $           -        $  58,370,106
                                                                     ===========           ==========


                                       11


                               VALERO SAVINGS PLAN

                   NOTES TO FINANCIAL STATEMENTS - (Continued)


5. Party In Interest Transactions

Certain Plan investments are shares of Valero common stock, and mutual funds and
common/collective  trusts  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 Plan to discontinue or reduce its contributions and to terminate the Plan at
any time subject to the provisions of ERISA.  In the event of plan  termination,
participants will become 100% vested in their employer accounts.

7. Tax Status

The Internal  Revenue  Service has  determined  and informed  Valero by a letter
dated  September  30,  2002,  that  the  Plan is  designed  in  accordance  with
applicable  sections  of the  Code.  Although  the Plan has been  amended  since
receiving the determination  letter, the Administrative  Committee believes that
the 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......       $ 34,926,617      $ 264,268,102
  Amounts allocated to withdrawing participants.....................             (3,907)           (16,326)
                                                                             ----------        -----------
Net assets available for benefits per the Form 5500.................       $ 34,922,710      $ 264,251,776
                                                                             ==========        ===========

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............       $ 57,062,470       $ 19,482,198
  Add: Amounts allocated to withdrawing participants
   as of end of year................................................              3,907             16,326
  Less: Amounts allocated to withdrawing participants
   as of beginning of year..........................................            (16,326)            (1,167)
                                                                             ----------         ----------
Benefits paid to participants per the Form 5500.....................       $ 57,050,051       $ 19,497,357
                                                                             ==========         ==========






                                       12




                                                             SCHEDULE H, Line 4i


                               VALERO SAVINGS PLAN

                                 EIN: 13-3663331
                                  Plan No. 008

                    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....................................    $  9,726,656
                                                                    ----------

Common/collective trusts:
*Merrill Lynch Retirement Preservation Trust..................       9,051,856
*Merrill Lynch Equity Index Trust.............................       1,286,696
                                                                    ----------
                                                                    10,338,552
                                                                    ----------
Mutual funds:
The Oakmark Equity and Income Fund............................       4,319,806
Multi-Cap Core Fund...........................................       1,488,627
*Merrill Lynch Basic Value Fund...............................       1,364,521
*Merrill Lynch Intermediate Corporate Bond Fund...............         794,818
American Century Ultra Fund...................................         661,058
Templeton Foreign Fund........................................         148,927
American Funds EuroPacific Growth Fund........................         116,612
Fidelity Magellan Fund........................................          13,933
MFS Massachusetts Investors Growth Stock Fund.................          13,819
AIM Income Fund...............................................           5,383
*Merrill Lynch Global Allocation Fund.........................           4,090
                                                                    ----------
                                                                     8,931,594
                                                                    ----------
*Participant loans (interest rates range from 7% - 11.5%).....       1,930,471

Self-directed investments.....................................           7,944
                                                                    ----------

 Total........................................................    $ 30,935,217
                                                                    ==========

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





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                                    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 Savings Plan


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



Date:  June 30, 2003




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