December 2, 2013
H. Roger Schwall
Assistant Director
Office of Chief Accountant
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
| Re: | Valero Energy Partners LP |
Amendment No. 2 to Registration Statement on Form S-1
Filed November 15, 2013
File No. 333-191259
Dear Mr. Schwall:
Pursuant to discussions with the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission, set forth as attachments to this letter are marked copies of the following:
| • | Amendment No. 1 (“Amendment No. 1”) to the above-referenced registration statement on Form S-1 (the “Registration Statement”) showing all changes in Amendment No. 1 compared to the initial filing of the Registration Statement; and |
| • | Amendment No. 2 (“Amendment No. 2”) to the Registration Statement, showing all changes in Amendment No. 2 compared to Amendment No. 1. |
Should you have any questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (210) 345-5817, or Gerald M. Spedale of Baker Botts L.L.P. at (713) 229-1734.
Sincerely,
/s/ Joseph W. Gorder
Joseph W. Gorder
Chief Executive Officer
Valero Energy Partners GP LLC
| cc: | Gerald M. Spedale |
Jay D. Browning
Lawrence M. Schmeltekopf