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~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported):~~1934 ~~June 4, 2003~~

CommissionFile Number	Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number	State ofIncorporation	I.R.S. EmployerIdentification No.
1-16827	Premcor Inc. 1700 East Putnam Avenue Suite 500 Old Greenwich, Connecticut 06870 (203) 698-7500	Delaware	43-1851087
1-11392	The Premcor Refining Group Inc. 1700 East Putnam Avenue Suite 500 Old Greenwich, Connecticut 06870 (203) 698-7500	Delaware	43-1491230

Date of Report (Date of earliest event reported): November 5, 2003

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Commission File Number	Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number	State of Incorporation	I.R.S. Employer Identification No.
1-16827	Premcor Inc. 1700 East Putnam Avenue Suite 400 Old Greenwich, Connecticut 06870 (203) 698-7500	Delaware	43-1851087

1-11392	The Premcor Refining Group Inc. 1700 East Putnam Avenue Suite 400 Old Greenwich, Connecticut 06870 (203) 698-7500	Delaware	43-1491230

Item 5.

Other Events

On ~~June~~November 45, 2003, Premcor Inc. announced that its wholly- owned subsidiary, The Premcor Refining Group Inc. (“, or PRG”), intends to offer in a private placement, and subject to market and other conditions, $~~250~~385 million in aggregate principal amount of senior notes due ~~2015~~2011 and senior subordinated notes due 2012 in an offering to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933 and outside the United States in compliance with Regulation S. A copy of Premcor Inc.’s press release making such announcement is attached hereto as Exhibit 99.1.

On ~~June~~November 5, 2003, Premcor Inc. announced that ~~its wholly-owned subsidiary,~~ PRG, had priced anits offering of $~~300~~385 million in aggregate principal amount of ~~7.5%~~ senior notes ~~due 2015 at par in an offering to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933~~ and ~~outside~~subordinated ~~the~~senior ~~United~~notes ~~States~~at ~~in compliance with Regulation S~~par. A copy of Premcor Inc.’s press release making such announcement is attached hereto as Exhibit 99.2.

On ~~June~~November 1012, 2003, Premcor Inc. announced that ~~its wholly-owned subsidiary,~~ PRG, had completed its offering of $~~300~~385 million in ~~7.5%~~aggregate ~~Senior~~principal ~~Notes~~amount ~~due~~of ~~2015~~senior notes and subordinated senior notes at par. A copy of Premcor Inc.’s press release making such announcement is attached hereto as Exhibit 99.3.

~~Premcor~~PRG ~~Inc.~~is ~~owns~~an ~~all~~indirect, ofwholly ~~the~~owned ~~outstanding~~subsidiary ~~common stock~~ of Premcor ~~USA~~ Inc., ~~and Premcor USA Inc. owns all of the outstanding common stock of PRG.~~

Item 7.

Financial Statements and Exhibits

Exhibit No.		Description
99.1		Press release dated as of ~~June~~November 45, 2003 announcing an offering of senior notes and senior subordinated notes
99.2		Press release dated as of ~~June~~November 5, 2003 announcing the pricing of the offering of senior notes and senior subordinated notes
99.3		Press release dated as of ~~June~~November 1012, 2003

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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 thereunto duly authorized.

Premcor Inc. The Premcor Refining Group Inc. (Co-Registrants) /s/ Dennis R. Eichholz Dennis R. Eichholz Controller (principal accounting officer and duly authorized officer)

~~/S/~~November ~~DENNIS~~13, R.2003 ~~EICHHOLZ Dennis R. Eichholz Controller (principal accounting officer and duly authorized officer)~~

June 10, 2003

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Exhibit Index

Exhibit No.		Description
99.1		Press release dated as of ~~June~~November 45, 2003 announcing an offering of senior notes and senior subordinated notes
99.2		Press release dated as of ~~June~~November 5, 2003 announcing the pricing of the offering of senior notes and senior subordinated notes
99.3		Press release dated as of ~~June~~November 1012, 2003

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