UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
  Washington, D.C. 20549  
     
  FORM 8-K  
     
  CURRENT REPORT  
     
     
  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934  
     
     
  Date of Report (Date of earliest event reported): December 14, 2004  
     
     
  VALERO L.P.  
  (Exact name of registrant as specified in its charter)  
     
     
Delaware     1-16417     74-2956831    
(State or other jurisdiction     Commission File Number     (IRS Employee    
of incorporation)           Identification No.)    

One Valero Way        
  San Antonio, Texas     78249  
  (Address of principal executive offices)     (Zip Code)  

Registrant's telephone number, including area code: (210) 345-2000

_________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[X ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 7.01 REGULATION FD DISCLOSURE

On December 14, 2004 Valero L.P. (the "Company") issued a press release, a copy of which is furnished with this report as Exhibit 99.1, and is incorporated herein by reference.

The information in this report is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in this report, including the exhibit, will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits.

  99.1 Press Release dated December 14, 2004.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

   
  VALERO L.P.

By:     Riverwalk Logistics, L.P.
           its general partner
   
     By:  Valero GP, LLC
           its general partner
   
   
Date: December 14, 2004        By:  /s/Bradley C. Barron    
       Name:   Bradley C. Barron
       Title:     Corporate Secretary
   
   

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EXHIBIT INDEX

Number   Exhibit

99.1   Press Release dated December 14, 2004

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Exhibit 99.1