As filed with the Securities and Exchange Commission on July 31, 1997. Registration No. 33-14455 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 VALERO ENERGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 74-1244795 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 530 McCullough Avenue San Antonio, Texas 78215 (Address of Principal Executive Offices) (Zip Code) VALERO ENERGY CORPORATION STOCK OPTION PLAN NO. 3 (Full title of the plan) RAND C. SCHMIDT, ESQ. Corporate Secretary 530 McCullough Avenue San Antonio, Texas 78215 (210) 246-2030 (Name, address, including zip code, and telephone number, including area code, of agent for service) Deregistration of Common Stock and Preference Share Purchase Rights On May 21, 1987, Valero Energy Corporation (the "Company") filed with the Securities and Exchange Commission a registration statement on Form S-8 (Registration Statement No. 33-14455)(the "Registration Statement") registering 1,339,722 shares of the Company's Common Stock, $1.00 par value (the "Shares"), and 1,339,722 Preference Share Purchase Rights (the "Rights"), to be issued to participants under the Company's Stock Option Plan No. 3. Pursuant to its undertaking in the Registration Statement and pursuant to Rule 478 of the Securities Act of 1933, as amended, the Company hereby notifies the Securities and Exchange Commission that the Company has terminated the offering under the Registration Statement and hereby terminates the registration of any and all of the Shares and the Rights which remain unissued. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, and State of Texas, on July 30, 1997. VALERO ENERGY CORPORATION (Registrant) By /s/ William E. Greeey William E. Greehey, Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: Signature Title Date Director (Chairman of the Board) and Chief Executive Officer (Principal Executive /s/ William E. Greehey Officer July 30, 1997 William E. Greehey Director, President and Chief Financial Officer (Principal Financial Officer and Principal /s/ Edward C. Benninger Accounting Officer) July 30, 1997 Edward C. Benninger* /s/ Ronald K. Calgaard Director July 30, 1997 Ronald K. Calgaard* /s/ Robert G. Dettmer Director July 30, 1997 Robert G. Dettmer* /s/ Ruben M. Escobedo Director July 30, 1997 Ruben M. Escobedo* /s/ James L. Johnson Director July 30, 1997 James L. Johnson* /s/ Lowell H. Lebermann Director July 30, 1997 Lowell H. Lebermann* /s/ Susan Kaufman Purcell Director July 30, 1997 Susan Kaufman Purcell* * By: /s/ William E. Greehey William E. Greehey (as Attorney-in-Fact)