SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Barron Bradley C (Last) (First) (Middle) P.O. BOX 696000 (Street) SAN ANTONIO TX 78269-6000 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/20/2006	3. Issuer Name and Ticker or Trading Symbol VALERO L P [ VLI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP and General Counsel	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units	681	D
Common Units	198(1)	D
Common Units	344(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Units	01/26/2009	01/26/2009	Common Units	540	(5)	D
Employee Unit Options (right to buy)	(3)	10/29/2013	Common Units	1,280	45.35	D
Employee Unit Options (right to buy)	(4)	10/28/2014	Common Units	1,975	56.51	D

Explanation of Responses:

1. Restricted units remaining unvested from original grant of 330 restricted units in 2003. According to the terms of the award, the restricted units vest annually in equal increments beginning in October 2004.

2. Restricted units remaining unvested from original grant of 430 restricted units in 2004. According to the terms of the award, the restricted units vest annually in equal increments beginning in October 2005.

3. 1,600 unit options were originally granted in October 2003. According to the terms of the award, the unit options granted vest annually in equal increments over a five-year period beginning October 2004.

4. 1,975 unit options were originally granted in October 2004. According to the terms of the award, the units options granted vest annually in equal increments over a five-year period beginning October 2005.

5. The performance units (granted in January 2006) vest annually in one-third increments beginning on the first anniversary of the grant date and are payable in common units in amounts ranging from zero to 200 percent of the number of performance units granted.

	Amy L. Perry, as Attorney-in-Fact for Bradley C. Barron	06/20/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                                POWER OF ATTORNEY
                         For Executing Forms 3, 4 and 5
                             For Issuer: Valero L.P.

Know all by these presents, that the undersigned hereby constitutes and appoints
each of Amy L. Perry and Mary Jo Buttstadt, signing singly,
his/her true and lawful attorney-in-fact to:

(1)     execute for and on behalf of the undersigned, in the undersigned's
        capacity as an officer and/or director of Valero GP, LLC (the
        "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the
        Securities Exchange Act of 1934, as amended, and the rules thereunder;

(2)     do and perform any and all acts for and on behalf of the undersigned
        which may be necessary or desirable to complete the execution of any
        such Form 3, 4 or 5 and timely file such form with the United States
        Securities and Exchange Commission and any stock exchange or similar
        authority; and

(3)     take any other action of any type whatsoever in connection with the
        foregoing which, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, either under the rules of the United States Securities and
        Exchange Commission, any state securities commission, or any authority
        of Canada or any province thereof, it being understood that the
        documents executed by such attorney-in-fact on behalf of the undersigned
        pursuant to this Power of Attorney shall be in such form and shall
        contain such terms and conditions as such attorney-in-fact may approve
        in such attorney-in-fact's discretion.

The undersigned hereby grants to each attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
and proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. The undersigned acknowledges that the
attorneys-in-fact are not assuming any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934, as amended, or
any other applicable statute. Any previous Power of Attorney covering the same
subject matter hereof is hereby revoked effective the date hereof.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 13th day of June, 2006.

                                        /s/ Bradley C. Barron
                                        ----------------------------------------
                                        Bradley C. Barron