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

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): August 8, 2005

Date of Report (Date of earliest event reported): April 20, 2004


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 ofIncorporation	I.R.S. EmployerIdentification 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

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):

~~Item~~¨ 5.Written ~~Other~~communications ~~Events~~pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

On¨ ~~April~~Soliciting ~~20,~~material ~~2004,~~pursuant ~~Premcor Inc. entered into an underwriting agreement for the public offering of up~~ to ~~14,950,000~~Rule ~~million~~14a-12 ~~shares~~under ~~of its common stock at a public offering price of $34.00 per share. Premcor Inc.’s wholly owned subsidiary, The Premcor Refining Group Inc., entered into an underwriting agreement for~~ the public offering of up to $400 million aggregate principal amount of senior notes. The senior notes include $200 million 6 1/8% notes due 2011 and $200 million 6 3/4% notes due 2014 and will be guaranteed by Premcor Inc. Both the common stock and senior notes were registered with the Securities and Exchange ~~Commission under the Securities~~ Act ~~of 1933, as amended, pursuant to a shelf registration statement~~ (~~Registration~~17 ~~numbers~~CFR ~~333~~240.14a-~~111240 and 333-111240-01~~12)~~. We expect to complete the sale of the common stock and senior notes on April 23, 2004.~~

~~Item~~¨ 7.Pre-commencement ~~Financial~~communications ~~Statements~~pursuant ~~and~~to ~~Exhibits~~ Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) ~~Exhibits.~~under the Exchange Act (17 CFR 240.13e-4(c))

Exhibit No.		Description
1.1		Common Stock Underwriting Agreement dated April 20, 2004 among Premcor Inc. and Morgan Stanley & Co. Incorporated, Credit Suisse First Boston LLC, Citigroup Global Markets Inc., and UBS Securities LLC, as representatives of the Underwriters
1.2		Senior Notes Underwriting Agreement dated April 20, 2004 among The Premcor Refining Group Inc., Premcor Inc, Credit Suisse First Boston LLC, and Morgan Stanley & Co. Incorporated as representatives of the Underwriters
5.1		Opinion of Stroock & Stroock & Lavan LLP as to the legality of the common stock securities
5.2		Opinion of Stroock & Stroock & Lavan LLP as to the legality of the debt securities

Item 7.01 Regulation FD Disclosure.

~~Page~~On 2August 8, 2005, Premcor Inc. issued a press release announcing that its indirect, wholly owned subsidiary, The Premcor Refining Group Inc. (“PRG”) has commenced a cash tender offer for any and all of its 7 3/4% Senior Subordinated Notes due 2012 (the “Notes”) and a consent solicitation to adopt certain proposed amendments to the indenture governing the Notes (the “Proposed Amendments”) that will eliminate or modify substantially all of the restrictive covenants applicable to these Notes. The tender offer and consent solicitation (together, the “Offer”) are being made upon the terms and subject to the conditions as described in PRG’s Offer to Purchase and Consent Solicitation Statement, dated August 8, 2005 (the “Statement”) and related Letter of Transmittal and Consent. The Offer will expire at 12:00 (midnight), Eastern time, on September 2, 2005, unless extended at the sole discretion of PRG or earlier terminated. PRG is making the Offer in connection with and it is contingent on the proposed merger (the “Merger”) between Valero Energy Corporation (“Valero”) and Premcor Inc.. A copy of the press release is furnished with this report as Exhibit 99.1.

Safe Harbor Statement

Statements contained in the exhibits to this report that state our expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those currently anticipated. Factors that could materially affect these forward-looking statements can be found in our periodic reports filed with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits


Exhibit No.		Description
99.1		Press release dated August 8, 2005

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~~Senior ~~(principal~~Vice ~~accounting~~President ~~officer~~ and ~~duly authorized officer)~~Controller

~~April~~August 228, ~~2004~~2005

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Exhibit Index

Exhibit No.		Description
1.1		Common Stock Underwriting Agreement dated April 20, 2004 among Premcor Inc. and Morgan Stanley & Co. Incorporated, Credit Suisse First Boston LLC, Citigroup Global Markets Inc., and UBS Securities LLC, as representatives of the Underwriters
99.1		Press release dated August 8, 2005
1.2		Senior Notes Underwriting Agreement dated April 20, 2004 among The Premcor Refining Group Inc., Premcor Inc, Credit Suisse First Boston LLC, and Morgan Stanley & Co. Incorporated as representatives of the Underwriters
5.1		Opinion of Stroock & Stroock & Lavan LLP as to the legality of the common stock securities
5.2		Opinion of Stroock & Stroock & Lavan LLP as to the legality of the debt securities

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