EXHIBIT 3.02

                            CERTIFICATE OF AMENDMENT
                                       TO
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                      VALERO REFINING AND MARKETING COMPANY

         VALERO REFINING AND MARKETING COMPANY, a corporation organized and
existing under the General Corporation Law of the State of Delaware (hereinafter
called the "corporation"), DOES HEREBY CERTIFY:

         FIRST: That, in accordance with Section 141 of the General Corporation
Law of the State of Delaware, the Board of Directors of the corporation on April
23, 1997, adopted resolutions setting forth a proposed amendment to the Restated
Certificate of Incorporation of the corporation (the "Restated Certificate of
Incorporation"), declaring said amendment to be advisable and recommending that
the sole stockholder of said corporation approve the same. The resolutions
setting forth the proposed amendment are as follows:

WHEREAS, the Board of Directors of the Company, having heretofore authorized the
         filing of the Restated Certificate of Incorporation, has determined and
         hereby declares it to be advisable, to further amend such Restated
         Certificate of Incorporation as hereinafter set forth;

NOW THEREFORE, BE IT RESOLVED, that the First Article of the Restated
         Certificate of Incorporation of the Company be changed so that, as
         amended, said Article shall be and read in its entirety as follows:

                 "1. The name of the corporation is Valero Energy Corporation."

                 and;

FURTHER RESOLVED, that, subject to the approval of the sole stockholder of the
         Company, as hereinafter set forth, this Board of Directors hereby
         adopts an amendment to the Restated Certificate of Incorporation of the
         Company, in the form as presented to this Board of Directors and
         incorporated herein by reference, and which further amends such
         Restated Certificate of Incorporation as herein set forth; and

FURTHER RESOLVED, that the Board of Directors recommends that the sole
         stockholder of the Company approve such amendment to the Restated
         Certificate of Incorporation by executing a consent of sole stockholder
         with respect thereto pursuant to Section 228 of the Delaware General
         Corporation Law; and

FURTHER RESOLVED, that subject to such stockholder approval, the Chief
         Executive Officer, the President or any Vice President of the Company
         be, and each of them hereby are, authorized to execute, and the
         Secretary or any Assistant Secretary of



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         the Company be, and each of them hereby are, authorized to execute,
         attest and seal with the corporate seal of the Company, an amendment to
         the Restated Certificate of Incorporation substantially in the form as
         presented to this Board of Directors, and that such officer or
         officers, or any of them, be, and they hereby are, authorized and
         directed to cause the said amendment to be filed with the Secretary of
         State of the State of Delaware in the manner and in such places as may
         be required by Sections 103, 242 and/or 245 of the Delaware Corporation
         Law, or such other Sections thereof as shall be applicable, and in the
         State of Texas in the manner and in such places as may be required by
         the Texas Business Corporation Act; and

FURTHER RESOLVED, that the proper officers of the Company be, and they hereby
         are, authorized and directed to do or cause to be done any and all such
         further acts and things and to execute and deliver or cause to be
         executed and delivered any and all such documents, papers and
         instruments as, with the advice of counsel, they may deem necessary or
         desirable in order to carry into effect the intent and purposes of the
         foregoing actions of this Board of Directors.

         SECOND: In accordance with Section 103(d) of the General Corporation
Law of the State of Delaware, this Certificate of Amendment shall be effective
at 12:01 a.m., Central Daylight Time, on August 1, 1997, notwithstanding the
actual date and time of filing hereof.

         IN WITNESS WHEREOF, said Valero Refining and Marketing Company has
caused this Certificate of Amendment of Restated Certificate of Incorporation of
the corporation to be executed in its corporate name by Edward C. Benninger, its
President, and attested to by Jay D. Browning, its Secretary, this 31st day of
July, 1997.

                                        VALERO REFINING AND MARKETING COMPANY,
ATTEST:                                 a Delaware Corporation

By:   /s/ Jay D. Browning               By:  /s/ Edward C. Benninger
   ------------------------------            -----------------------------------
    Jay D. Browning                              Edward C. Benninger
    Secretary                                    President



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