UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                                 Amendment No. 3
                                 



                                  Valero, L.P.
                       (Formerly Shamrock Logistics, L.P.)
------------------------------------------------------------------------------
                                (Name of Issuer)



                           Common Units, no par value
-------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    91913W104
                  --------------------------------------------
                                 (CUSIP Number)




                                December 31, 2004
-------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

[X] Rule 13d-1(b)

[_] Rule 13d-1(c)

[_] Rule 13d-1(d)



                                Page 1 of 8 pages


-----------------------
  CUSIP No. 91913W104                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

           Goldman, Sachs & Co.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group
                                                                (a) [_]
                                                                (b) [_]

------------------------------------------------------------------------------
 3.   SEC Use Only
 


------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization
 
           New York

------------------------------------------------------------------------------
                     5.   Sole Voting Power
                     
     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially      
                               11,630
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power
                     
    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:          
                               1,350,280

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person
 
           1,350,280

------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)

           10.1%

------------------------------------------------------------------------------
12.   Type of Reporting Person

           BD-PN-IA

------------------------------------------------------------------------------

                      

                                Page 2 of 8 pages


-----------------------
  CUSIP No. 91913W104                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

           The Goldman Sachs Group, Inc.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group
                                                                (a) [_]
                                                                (b) [_]

------------------------------------------------------------------------------
 3.   SEC Use Only
 


------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization
 
           Delaware

------------------------------------------------------------------------------
                     5.   Sole Voting Power
                     
     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially      
                               11,630
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power
                     
    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:          
                               1,350,280

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person
 
           1,350,280

------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)

           10.1%

------------------------------------------------------------------------------
12.   Type of Reporting Person

           HC-CO

------------------------------------------------------------------------------



                                Page 3 of 8 pages

Item 4.            Ownership.*

          (a).     Amount beneficially owned:
                   See the response(s) to Item  9 on the attached cover page(s).

          (b).     Percent of Class:
                   See the response(s) to Item 11 on the attached cover page(s).

          (c).     Number of shares as to which such person has:

                   (i).     Sole power to  vote or to direct  the vote:  See the
                            response(s) to Item 5 on the attached cover page(s).
                            
                   (ii).    Shared power to vote or to direct the vote:  See the
                            response(s) to Item 6 on the attached cover page(s).
                            
                   (iii).   Sole power to  dispose or to direct  the disposition
                            of:  See the response(s) to  Item 7  on the attached
                            cover page(s).

                   (iv).    Shared power to dispose or to direct the disposition
                            of:  See the response(s) to  Item 8  on the attached
                            cover page(s).

Item 10.           Certification.
                   By signing  below I certify that, to the best of my knowledge
                   and belief,  the  securities  referred to above were acquired
                   and are held in the ordinary  course of business and were not
                   acquired  and are not  held  for the  purpose  of or with the
                   effect of changing or  influencing  the control of the issuer
                   of the  securities  and were not acquired and are not held in
                   connection with or as a participant in any transaction having
                   that purpose or effect.


--------------------------
         * In accordance with the Securities and Exchange Commission (the "SEC")
Release No.  34-39538  (January 12, 1998),  this filing  reflects the securities
beneficially  owned by the investment  banking  division  ("IBD") of The Goldman
Sachs Group,  Inc. and its  subsidiaries and affiliates  (collectively,  "GSG").
This filing does not reflect securities, if any, beneficially owned by any other
operating  unit of GSG. IBD  disclaims  beneficial  ownership of the  securities
beneficially  owned by (i) any client  accounts with respect to which IBD or its
employees  have  voting  or  investment  discretion,  or both and  (ii)  certain
investment  entities,  of which IBD is the  general  partner,  managing  general
partner or other manager,  to the extent  interests in such entities are held by
persons other than IBD.



                              Page 4 of 8 pages


                                    SIGNATURE

            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.



Date:  February 7, 2005


                                THE GOLDMAN SACHS GROUP, INC.


                                 By: /s/ Ted Chang
                                   ----------------------------------------
                                 Name:   Ted Chang
                                 Title:  Attorney-in-fact




                                GOLDMAN, SACHS & CO.


                                 By: /s/ Ted Chang
                                   ----------------------------------------
                                 Name:   Ted Chang
                                 Title:  Attorney-in-fact




                              Page 5 of 8 pages


                             INDEX TO EXHIBITS



Exhibit No.             Exhibit
-----------             -------
  99.1                 Power of Attorney, dated December 12, 2003, relating to
                       The Goldman Sachs Group, Inc.

  99.2                 Power of Attorney, dated November 19, 2003, relating to
                       Goldman, Sachs & Co.



                              Page 6 of 8 pages



                                                                  EXHIBIT (99.1)




                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP,  INC. (the
"Company")  does hereby make,  constitute and appoint each of Roger S. Begelman,
Edward T. Joel,  Saskia Brookfied Martin and Ted Chang,  (and any other employee
of The Goldman Sachs Group, Inc. or one of its affiliates  designated in writing
by one of the  attorneys-in-fact),  acting  individually,  its true  and  lawful
attorney,  to execute  and  deliver in its name and on its  behalf  whether  the
Company is acting  individually  or as  representative  of  others,  any and all
filings required to be made by the Company under the Securities  Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be  beneficially  owned by the Company  under the Act,  giving and granting unto
each said  attorney-in-fact  power and authority to act in the premises as fully
and to all intents and purposes as the Company  might or could do if  personally
present by one of its authorized  signatories,  hereby  ratifying and confirming
all that said  attorney-in-fact  shall lawfully do or cause to be done by virtue
hereof.

     THIS POWER OF ATTORNEY  shall remain in full force and effect  until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS WHEREOF,  the undersigned has duly subscribed  these presents as
of December 12th, 2003.



THE GOLDMAN SACHS GROUP, INC.


By: /s/ Gregory K. Palm
------------------------------------
Name:  Gregory K. Palm
Title: Executive Vice President and General Counsel


                                Page 7 of 8 pages




                                                                    EXHIBIT 99.2


                                POWER OF ATTORNEY

     KNOW  ALL  PERSONS  BY  THESE  PRESENTS  that  GOLDMAN,  SACHS  & CO.  (the
"Company")  does hereby make,  constitute and appoint each of Roger S. Begelman,
Edward T. Joel, Saskia Brookfied Martin  and  Ted Chang, (and any other employee
of The Goldman Sachs Group, Inc. or one of its affiliates  designated in writing
by one of the  attorneys-in-fact),  acting  individually,  its true  and  lawful
attorney,  to execute  and  deliver in its name and on its  behalf  whether  the
Company is acting  individually  or as  representative  of  others,  any and all
filings required to be made by the Company under the Securities  Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be  beneficially  owned by the Company  under the Act,  giving and granting unto
each said  attorney-in-fact  power and authority to act in the premises as fully
and to all intents and purposes as the Company  might or could do if  personally
present by one of its authorized  signatories,  hereby  ratifying and confirming
all that said  attorney-in-fact  shall lawfully do or cause to be done by virtue
hereof.

     THIS POWER OF ATTORNEY  shall remain in full force and effect  until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS WHEREOF,  the undersigned has duly  subscribed these presents as
of November 19th, 2003.



GOLDMAN, SACHS & CO.


By: /s/ Gregory  K. Palm
----------------------------
Name:  Gregory K. Palm
Title: Managing Director


                               Page 8 of 8 pages