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 ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): April 13, 2004

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


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

CommissionFile 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 ~~November~~April 514, ~~2003~~2004, Premcor Inc. announced that its wholly owned subsidiary, The Premcor Refining Group Inc., or PRG, ~~intends~~completed toits ~~offer~~$1.0 inbillion ~~a private~~Senior ~~placement,~~Secured ~~and~~Revolving ~~subject~~Credit toFacility ~~market~~maturing ~~and~~April ~~other~~2009. ~~conditions,~~This ~~$385~~new ~~million~~facility inreplaces ~~aggregate~~PRG’s ~~principal~~existing ~~amount~~$785 ofmillion ~~senior~~credit ~~notes~~facility ~~due 2011~~ and ~~senior~~will ~~subordinated~~be ~~notes~~used ~~due~~primarily ~~2012~~to inprovide anletters ~~offering~~of tocredit ~~qualified~~in ~~institutional~~support ~~buyers~~of ~~pursuant~~crude tooil ~~Rule~~and ~~144A~~feedstock ofpurchases for the ~~Securities~~company’s ~~Act~~refinery ofoperations ~~1933~~ and ~~outside~~to ~~the~~provide ~~United~~for ~~States~~other inworking ~~compliance~~capital ~~with Regulation S~~needs. A copy of Premcor Inc.’s press release making such announcement is attached ~~hereto~~to this report as Exhibit 99.1 and the agreement governing the facility is attached to this report as Exhibit 10.1.

On November 5, 2003, Premcor Inc. announced that PRG had priced its offering of $385 million in aggregate principal amount of senior notes and subordinated senior notes at par. A copy of Premcor Inc.’s press release making such announcement is attached hereto as Exhibit 99.2.

On November 12, 2003, Premcor Inc. announced that PRG had completed its offering of $385 million in aggregate principal amount of 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.

PRG is an indirect, wholly owned subsidiary of Premcor Inc.

Item 7. Financial Statements and Exhibits

(c)

Exhibits.

Exhibit No.		Description
99.1		Press release dated as of November 5, 2003 announcing an offering of senior notes and senior subordinated notes
10.1		Credit Agreement, dated as of April 13, 2004, among PRG, Citigroup Global Markets Inc., as Lead Arranger, Citicorp North America, Inc., as Administrative Agent and the other financial institutions party thereto
99.2		Press release dated as of November 5, 2003 announcing the pricing of the offering of senior notes and senior subordinated notes
99.1		Press release dated April 14, 2004
99.3		Press release dated as of November 12, 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)

~~November~~April 1315, ~~2003~~2004

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Exhibit Index

Exhibit No.		Description
99.1		Press release dated as of November 5, 2003 announcing an offering of senior notes and senior subordinated notes
10.1		Credit Agreement, dated as of April 13, 2004, among PRG, Citigroup Global Markets Inc., as Lead Arranger, Citicorp North America, Inc., as Administrative Agent and the other financial institutions party thereto
99.2		Press release dated as of November 5, 2003 announcing the pricing of the offering of senior notes and senior subordinated notes
99.1		Press release dated April 14, 2004
99.3		Press release dated as of November 12, 2003

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