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~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest~~1934 ~~event reported): April 13, 2004~~

Commission File Number	Exact Name of Registrant as Specified in its Charter, Principal Office Address andTelephone Number	State of Incorporation	I.R.S. EmployerIdentification No.
1-16827	Premcor Inc.1700 East Putnam Avenue Suite 400Old Greenwich, Connecticut 06870(203) 698-7500	Delaware	43-1851087
1-11392	The Premcor Refining Group Inc.1700 East Putnam Avenue Suite 400Old Greenwich, Connecticut 06870(203) 698-7500	Delaware	43-1491230

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

Item 5. Other Events

On April 1420, 2004, Premcor Inc. ~~announced~~entered ~~that~~into an underwriting agreement for the public offering of up to 14,950,000 million shares 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., orentered ~~PRG,~~into ~~completed~~an ~~its~~underwriting ~~$1.0~~agreement ~~billion~~for ~~Senior Secured~~the ~~Revolving~~public ~~Credit~~offering ~~Facility~~of ~~maturing~~up ~~April~~to ~~2009.~~$400 ~~This~~million ~~new~~aggregate ~~facility~~principal ~~replaces~~amount ~~PRG’s~~of senior ~~existing~~notes. The senior notes include $~~785~~200 million ~~credit~~6 1/8% ~~facility~~notes due 2011 and ~~will~~$200 bemillion ~~used~~6 3/4% ~~primarily~~notes todue ~~provide~~2014 ~~letters~~and ofwill ~~credit~~be inguaranteed ~~support~~by ofPremcor ~~crude~~Inc. ~~oil~~Both ~~and~~the ~~feedstock~~common ~~purchases~~stock ~~for~~and ~~the company’s~~senior ~~refinery~~notes ~~operations~~were ~~and~~registered towith the ~~provide~~Securities ~~for~~and ~~other~~Exchange ~~working~~Commission ~~capital~~under ~~needs.~~the ASecurities ~~copy~~Act of ~~Premcor~~1933, ~~Inc.’s~~as ~~press~~amended, ~~release~~pursuant ~~making~~to ~~such~~a ~~announcement~~shelf isregistration ~~attached~~statement to(Registration ~~this~~numbers ~~report~~333-111240 asand ~~Exhibit 99~~333-111240-01).1 ~~and~~We expect to complete the ~~agreement~~sale ~~governing~~of the ~~facility~~common isstock ~~attached to~~and ~~this~~senior ~~report~~notes on asApril ~~Exhibit~~23, 102004.1.

Item 7. Financial Statements and Exhibits

Exhibit No.		Description
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
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 April 14, 2004
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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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)

April 1522, 2004

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Exhibit Index

Exhibit No.		Description
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
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 April 14, 2004
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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