William E. Greehey
Chief Executive Officer and Chairman of the Board
One Valero Place
San Antonio, TX 78212

Re: Valero Energy Corporation, FTC Docket No. C-4031.

Dear Mr. Greehey:

This letter responds to the Petition of Valero Energy Corporation ("Valero"), filed on February 8, 2002 ("Petition"). Pursuant to the Commission's Decision and Order in the above-referenced matter, Valero requests that the Commission approve the proposed divestiture of Valero's Golden Eagle CARB Refinery and Marketing Assets to a wholly-owned subsidiary of Tesoro Petroleum Corporation.

After consideration of Valero's Petition and other available information, the Commission has determined to approve the Petition. In according its approval, the Commission has relied upon the information submitted and the representations made in connection with Valero's Petition and has assumed them to be accurate and complete.

By direction of the Commission, Chairman Muris not participating.

Donald S. Clark
Secretary

cc:

David M. Foster, Esquire
Fulbright & Jaworski L.L.P.
801 Pennsylvania Avenue, N.W.
Washington, D.C. 20004