Filed Pursuant to Rule 424(b)(3)
                                                      Registration No. 333-33846
                                                                    333-33846-01

PROSPECTUS SUPPLEMENT NO. 2

(To Prospectus dated May 30, 2000)

                                6,900,000 Units

                        (VALERO ENERGY CORPORATION LOGO)

                                  VEC Trust I
                             7 3/4% PEPS(SM) Units
        (Premium Equity Participating Security Units -- PEPS(SM) Units)

                            ------------------------

This document supplements our prospectus dated May 30, 2000, as supplemented by
our prospectus supplement dated June 22, 2000 (the "prospectus"), relating to
6,900,000 PEPS Units of Valero Energy Corporation. You should read this
prospectus supplement in conjunction with the accompanying prospectus, which is
to be delivered by the remarketing agent to prospective purchasers along with
this prospectus supplement in connection with the remarketing of our senior
deferrable notes. We have taken action to cause the dissolution of VEC Trust I
and the substitution of our senior deferrable notes for the trust preferred
securities of VEC Trust I. Accordingly, our senior deferrable notes will be
remarketed in place of the trust preferred securities of VEC Trust I. The
following information supplements the information under the caption "Plan of
Distribution" in the accompanying prospectus. This prospectus supplement and the
accompanying prospectus may be used in connection with the remarketing of our
senior deferrable notes.

                            ------------------------

INVESTING IN THE PEPS UNITS OR SENIOR DEFERRABLE NOTES INVOLVES RISKS. SEE "RISK
FACTORS" BEGINNING ON PAGE S-24 OF THE ACCOMPANYING PROSPECTUS.

                            ------------------------

The Securities and Exchange Commission and state securities regulators have not
approved or disapproved of these securities or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

July 28, 2003