FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * FRIEDMAN ROBERT L   2. Issuer Name and Ticker or Trading Symbol PREMCOR INC [PCO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O THE BLACKSTONE GROUP, 345 PARK AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 05/04/2005 (Street) NEW YORK, NY 10154 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/04/2005 05/04/2005 J(1)   4,718 A $ 0 (1) 4,718 I See (1) (5) Common Stock 05/04/2005 05/04/2005 J(2)   29,747 A $ 0 (2) 29,747 I See (2) (5) Common Stock 05/04/2005 05/04/2005 J(3)   138 A $ 0 (3) 138 I See (3) (5) Common Stock 05/04/2005 05/04/2005 J(4)   5,782 A $ 0 (4) 5,782 I See (4) (5)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FRIEDMAN ROBERT L C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154	X

Signatures

/s/ Robert L. Friedman		05/04/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On May 4, 2005, the Reporting Person was given investment control with respect to that number of shares of common stock of Premcor Inc. (the "Common Stock") owned by Blackstone Family Investment Partnership III L.P., of which the Reporting Person is a limited partner, proportionate to the Reporting Person's limited partnership interest therein.
(2)	On May 4, 2005, the Reporting Person was given investment control with respect to that number of shares of Common Stock owned by Blackstone Management Associates III L.L.C., of which the Reporting Person is a non-controlling member, proportionate to the Reporting Person's membership interest therein.
(3)	On May 4, 2005, the Reporting Person was given investment control with respect to that number of shares of Common Stock owned by Blackstone Services (Cayman) III LDC, proportionate to the Reporting Person's limited partnership interest in Blackstone Family Investment Partnership III L.P., which has a partnership interest in Blackstone Services (Cayman) III LDC.
(4)	On May 4, 2005, the Reporting Person was given investment control with respect to that number of shares of Common Stock owned by Blackstone Capital Commitment Partners III L.P., of which the Reporting Person is a limited partner, proportionate to the Reporting Person's limited partnership interest therein.
(5)	Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Person herein states that this filing shall not be deemed an admission that he is the beneficial owner of any of the securities covered by this Statement.

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