SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
____________________
VALERO REFINING AND MARKETING COMPANY
(Exact name of registrant as specified in its charter)
(Name to be changed to Valero Energy Corporation)
Delaware 74-1828067
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
530 McCullough Avenue 78215
San Antonio, Texas (Zip Code)
(Address of Principal
Executive Offices)
If this form relates to the If this form relates to the
registration of a class of registration of a class of debt
debt securities and is effective securities and is to become
upon filing pursuant to General effective simultaneously with
Instruction A(c)(1) please check the effectiveness of a concurrent
the following box. [ ] registration statement under the
Securities Act of 1933 pursuant
to General Instruction A(c)(2)
please check the following
box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which each
to be so registered class is to be registered
Common Stock, par value $0.01 New York Stock Exchange, Inc.
per share
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered.
A description of the securities to be registered is contained under
the caption "Description of New Valero Capital Stock" in the Prospectus of
Valero Refining and Marketing Company (the "Registrant") which forms a part of
the Registrant's Registration Statement on Form S-1 as filed with the
Securities and Exchange Commission (the "Commission") on May 13, 1997
(Registration No. 333-27013). Such description is incorporated herein by
reference.
Item 2. Exhibits.
Pursuant to the Instructions as to Exhibits with respect to Form
8-A, since no other securities of the Registrant are registered on the New
York Stock Exchange, Inc. (the "Exchange"), the following exhibits (listed
according to the corresponding number of such Instructions) are being filed
with the Exchange, but are not being filed with the Commission in connection
with this Registration Statement on Form 8-A:
1. The Registrant's Registration Statement on Form S-1 as filed with
the Commission on May 13, 1997 (Registration No. 333-27013).
4.1 Amended and Restated Certificate of Incorporation of the
Registrant.
4.2 Bylaws of the Registrant.
5. Common Stock Certificate of the Registrant.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
VALERO REFINING AND MARKETING COMPANY
By: /s/ Rand C. Schmidt
Rand C. Schmidt
Corporate Secretary
July 17, 1997
