EXHIBIT 14.01

                            VALERO ENERGY CORPORATION

                  CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

This code of ethics applies to Valero Energy Corporation's principal executive
officer, principal financial officer, and controller (hereafter collectively
referred to as the Company's "Senior Financial Officers"). The Company has also
adopted a Code of Business Conduct and Ethics that is applicable to all
directors, officers and employees of the Company. The Company's Senior Financial
Officers are bound by the provisions set forth in that Code relating to, among
other matters, ethical conduct, conflicts of interest and compliance with laws.
In addition to that Code, the Company's Senior Financial Officers are subject to
the following provisions of this code of ethics:

      1.       Public Disclosure Responsibilities. The Company's Senior
               Financial Officers are responsible for full, fair, accurate,
               timely and understandable disclosure in the periodic reports
               filed by the Company with the SEC. Accordingly, each senior
               financial officer is responsible for promptly bringing to the
               attention of the Company's Financial Reporting and Disclosure
               Committee (the "Disclosure Committee") any material information
               that he or she becomes aware of that affects the disclosures made
               by the Company in its public filings. In addition, each Senior
               Financial Officer shall otherwise assist the Disclosure Committee
               in fulfilling its responsibilities for accurate and timely
               financial reporting and disclosure.

      2.       Reporting Deficiencies in Internal Control over Financial
               Reporting and Fraud. Each Senior Financial Officer shall promptly
               furnish to the Disclosure Committee and to the Audit Committee of
               the Company's board of directors (the "Audit Committee") any
               information that he or she may have concerning (a) any
               significant deficiencies in the design or operation of internal
               control over financial reporting that could adversely affect the
               Company's ability to record, process, summarize and report
               financial data, or (b) any fraud, whether or not material, that
               involves management or other employees who have a significant
               role in the Company's internal control over financial reporting.

      3.       Reporting Obligations with respect to Management and Certain Key
               Employees. Each Senior Financial Officer shall promptly furnish
               to the Company's chief legal officer or the Chief Executive
               Officer, and to the Chairman of the Audit Committee, any
               information he or she may have with respect to (i) any person in
               the Company's management, or (ii) any employee who has a
               significant role in the Company's internal control over financial
               reporting concerning (a) any violation of the Company's Code of
               Business Conduct and Ethics, or (b) any actual or apparent
               conflict of interest between personal and professional
               relationships.

      4.       Reporting of Violations. Each Senior Financial Officer shall
               promptly furnish to the Company's chief legal officer or Chief
               Executive Officer, and to the Chairman of the Audit Committee,
               any information he or she may have concerning evidence of a
               material violation by the Company, or by any employee or agent
               thereof, of (a) any securities laws or other laws, rules or
               regulations applicable to the Company or the operation of its
               business, or (b) the Code of Business Conduct and Ethics or this
               Code.






      5.       Disciplinary Action. (i) The board of directors of the Company
               (the "Board") shall determine, or designate appropriate persons
               to determine, appropriate actions to be taken to address any
               violation of this Code or the Code of Business Conduct and Ethics
               by any of the Company's Senior Financial Officers. Such
               disciplinary actions shall be reasonably designed to deter
               wrongdoing and to promote accountability for adherence to this
               Code and the Code of Business Conduct and Ethics, and shall
               include, in the Board's discretion: (a) written notices to the
               individual involved that the Board has determined that there has
               been a violation, (b) censure by the Board, (c) demotion or
               re-assignment of the individual involved, (d) suspension with or
               without pay or benefits (as determined by the Board), and/or (e)
               termination of the individual's employment.

               (ii) In determining what action is appropriate in a particular
               case, the Board (or its designee) shall take into account all
               pertinent information, including the nature and severity of the
               violation, whether the violation was a single occurrence or one
               of several occurrences, whether the violation appears to have
               been intentional or inadvertent, whether the individual in
               question had been advised prior to the violation as to the proper
               course of action, and whether or not the individual in question
               had committed other violations in the past.

The Company undertakes to provide disclosure, in accordance with applicable law
and regulation, of any amendment to, or waiver from, the provisions of this
Code.