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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 (No. 333-33846, 333-33846-01, and 333-33846-02) of Valero
Energy Corporation, VEC Trust I and VEC Trust II of our report dated May 10,
2000 relating to the financial statements of Exxon California Refinery, Terminal
and Retail Assets Business (as defined in the Sale and Purchase Agreement
between Exxon Mobil Corporation and Valero Refining Company - California), which
appears in the Current Report on Form 8-K/A of Valero Energy Corporation dated
June 1, 2000.
PricewaterhouseCoopers LLP
Houston, Texas
June 1, 2000