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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____4_____)*
VALERO ENERGY CORPORATION
(Name of Issuer)
COMMON STOCK, $1 PAR VALUE
(Title of Class of Securities)
919138-10-7
(CUSIP Number)
Check the following box if a fee is being paid with this statement.
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent or
less of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Frost National Bank, Trustee of the Valero Energy Corporation
Employee's Stock Ownership Plan, the Valero Energy Corporation
Thrift Plan, the Valero Energy Corporation Benefits Trust, the Valero
Employee's Stock Ownership Plan and the Valero Energy Corporation's
Supplemental Executive Retirement Plan, and Custodian For the Texas A&M
Foundation, for the Trustees of the Lynn H. Spears Trust Dated 1/1/84, for
Ruth L. Spears and for Bob W. and Ann Coleman. 74-6036463
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF
SHARES 0 shares
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 4,027,492 shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
0 shares
8 SHARED DISPOSITIVE POWER
4,027,492 shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,027,492 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.15%
12 TYPE OF REPORTING PERSON
BK
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Item 1(a) NAME OF ISSUER:
Valero Energy Corporation
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
530 McCullough
San Antonio, Texas 78215
Item 2(a) NAME OF PERSON FILING:
See Item 1 of the cover pages attached hereto
Item 2(b) Address of Principal Business Office, or If none,
residence:
100 West Houston Street
San Antonio, Texas 78205
Item 2(c) CITIZENSHIP:
See Item 4 of the cover pages attached hereto
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $1
Item 2(e) CUSIP NUMBER:
919138-10-7
Item 3 The Frost National Bank is a Bank as defined in section 3(a)(6)
of the Act.
Item 4 OWNERSHIP:
(a) Amount beneficially owned:
See Item 9 of the cover pages attached hereto
(b) Percent of Class:
See Item 11 of the cover pages attached hereto
(c) See Items 5 through 8 of the cover pages attached hereto
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Certain other persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the securities covered by this Schedule 13G. The
beneficiaries of the Valero Energy Corporation Employee's Stock
Ownership Plan,
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Valero Energy Corporation Benefits Trust and the Valero
Employee's Stock Ownership Plan have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, more than five percent of the class of
securities covered by this Schedule 13G.
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
Not Applicable
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
Item 10 CERTIFICATION:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
February 11, 1997
THE FROST NATIONAL BANK
By: /s/ Judy K. Mesecher
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Name: Judy K. Mesecher
Title: Vice President
