```
**UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549****FORM 10-Q**

          ----
           X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          ----
               SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 2001

                                      OR

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               TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          ----
               SECURITIES EXCHANGE ACT OF 1934
                  For the transition period from  __________ to __________

                        Commission file number 1-11392

                      **THE PREMCOR REFINING GROUP INC.**
            (Exact name of registrant as specified in its charter)

            Delaware                                 43-1491230
  (State or other jurisdiction                    (I.R.S. Employer
of incorporation or organization)                Identification No.)

      8182 Maryland Avenue                           63105-3721
       St. Louis, Missouri                           (Zip Code)
(Address of principal executive offices)

      Registrant's telephone number, including area code (314) 854-9696

   Indicate by check mark  whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities  Exchange Act of
1934  during the  preceding  12 months (or for such  shorter  period  that the
registrant  was  required to file such  reports),  and (2) has been subject to
such filing requirements for the past 90 days.  Yes (X) No (  )

   Number of shares of registrant's common stock, $.01 par value,  outstanding
as of May 10, 2001, 100, all of which were owned by Premcor USA Inc.
```

```
**INDEPENDENT ACCOUNTANTS' REPORT**

To the Board of Directors of The Premcor Refining Group Inc.:

We have reviewed the accompanying consolidated balance sheet of The Premcor
Refining Group Inc. and subsidiaries (the "Company") as of March 31, 2001 and
the related consolidated statements of operations and cash flows for the
three-month periods ended March 31, 2001 and 2000.  These financial
statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters.  It is substantially less in scope than an audit
conducted in accordance with auditing standards generally accepted in the
United States of America, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole.  Accordingly, we
do not express such an opinion.

Based on our review, we are not aware of any material modifications that
should be made to such consolidated financial statements for them to be in
conformity with accounting principles generally accepted in the United States
of America.

We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of
the Company as of December 31, 2000, and the related consolidated statements
of operations, stockholder's equity, and cash flows for the year then ended
(not presented herein); and in our report dated February 13, 2001, we
expressed an unqualified opinion on those consolidated financial statements.

Deloitte & Touche LLP

St. Louis, Missouri
May 10, 2001
```

```
**THE PREMCOR REFINING GROUP INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                    (dollars in millions, except share data)**

                                         Reference  December 31,  March 31,
                                           Note       2000         2001
                                         ---------  ---------    ----------
               **ASSETS**                                           (unaudited)

CURRENT ASSETS:
   Cash and cash equivalents                         $ 214.8      $ 158.3
   Short-term investments                                1.7          1.7
   Accounts receivable                                 250.4        220.0
   Receivable from affiliates               7           37.1         21.3
   Inventories                              3          334.7        349.3
   Prepaid expenses and other                           34.1         31.7
                                                    ---------   ----------
          Total current assets                         872.8        782.3

PROPERTY, PLANT AND EQUIPMENT, NET                     706.1        621.4
OTHER ASSETS                                4          117.2        181.5
NOTE RECEIVABLE FROM AFFILIATE              7            4.9          4.4
                                                    ---------   ----------
                                                   $ 1,701.0    $ 1,589.6
                                                    =========   ==========

 **LIABILITIES AND STOCKHOLDER'S EQUITY**

CURRENT LIABILITIES:
   Accounts payable                                  $ 418.4      $ 341.5
   Payable to affiliates                    7           90.8         97.6
   Accrued expenses and other               5           64.8         60.3
   Accrued taxes other than income                      37.1         38.5
                                                    ---------   ----------
          Total current liabilities                    611.1        537.9

LONG-TERM DEBT                                         796.9        797.0
OTHER LONG-TERM LIABILITIES                             65.5        101.5
COMMITMENTS AND CONTINGENCIES               9             --         --

COMMON STOCKHOLDER'S EQUITY:
   Common stock ($.01 par value per share;
      1,000 shares authorized and 100 shares
      issued and outstanding)                             --         --
   Paid-in capital                                     159.2        159.2
   Retained earnings (deficit)                          68.3         (6.0)
                                                    ---------   ----------
           Total common stockholder's equity           227.5        153.2
                                                    ---------   ----------
                                                   $ 1,701.0    $ 1,589.6
                                                    =========   ==========

The accompanying notes are an integral part of these financial statements.
```

```
**THE PREMCOR REFINING GROUP INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF OPERATIONS
                   (unaudited, dollars in millions)**

                                                    For the Three Months
                                                       Ended March 31,
                                                    --------------------
                                          Reference
                                            Note      2000       2001
                                          --------- ---------  ---------

NET SALES AND OPERATING REVENUES             7     $ 1,559.4  $ 1,717.7

EXPENSES:
   Cost of sales                             7       1,424.4    1,550.9
   Operating expenses                                  103.9       91.6
   General and administrative expenses                  10.4       11.6
   Depreciation                                          8.6        8.3
   Amortization                              4           7.5        8.6
   Refinery restructuring and other charges  8            --      164.0
                                                    ---------  ---------
                                                     1,554.8    1,835.0
                                                    ---------  ---------

OPERATING INCOME (LOSS)                                  4.6     (117.3)

   Interest expense and finance income, net  5          15.1       17.4
                                                    ---------  ---------

LOSS BEFORE INCOME TAXES                               (10.5)    (134.7)

   Income tax (provision) benefit            6          (0.2)      60.4
                                                    ---------  ---------

NET LOSS                                             $ (10.7)   $ (74.3)
                                                    =========  =========

The accompanying notes are an integral part of these financial statements.
```

```
**THE PREMCOR REFINING GROUP INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (unaudited, dollars in millions)**

                                                        For the Three Months
                                                          Ended March 31,
                                                        -------------------

                                                          2000      2001
                                                        --------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                               $ (10.7)  $ (74.3)

  Adjustments:
       Depreciation                                          8.6       8.3
       Amortization                                          9.5      10.3
       Deferred income taxes                                  --     (52.2)
       Refinery restructuring and other charges               --     111.2
       Other, net                                           (0.4)     22.3

  Cash provided by (reinvested in) working capital -
       Accounts receivable, prepaid expenses and other      (9.3)     32.8
       Inventories                                         (64.9)    (14.6)
       Accounts payable, accrued expenses, taxes other
         than income and other                              40.6     (56.4)
                                                        --------- ---------
            Net cash used in operating activities          (26.6)    (12.6)
                                                        --------- ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Expenditures for property, plant and equipment           (22.1)    (13.7)
  Expenditures for turnaround                               (2.2)    (29.8)
  Proceeds from sale of assets                               0.3         -
  Purchases of short-term investments                       (1.5)     (1.7)
  Sales and maturities of short-term investments             1.5       1.7
                                                        --------- ---------
           Net cash used in investing activities           (24.0)    (43.5)
                                                        --------- ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Capital lease payments                                    (0.8)     (0.4)
  Deferred financing costs                                  (1.8)        -
                                                        --------- ---------
           Net cash used in financing activities            (2.6)     (0.4)
                                                        --------- ---------

NET DECREASE IN CASH AND CASH EQUIVALENTS                  (53.2)    (56.5)
CASH AND CASH EQUIVALENTS, beginning of period             284.9     214.8
                                                        --------- ---------
CASH AND CASH EQUIVALENTS, end of period                 $ 231.7   $ 158.3
                                                        ========= =========

   The accompanying notes are an integral part of these financial statements.
```

**FORM 10-Q - PART IITEM 1 FINANCIAL STATEMENTS (continued)**

**The Premcor RefiningGroup Inc. and Subsidiaries**

NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS (Unaudited)