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 Report (Date of earliest event reported): February 5, 2002

                         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)

                       CLARK REFINING & MARKETING, INC.
                         (Former name of registrant)

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



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Item 5.  Other Events.

        On February 5, 2002, Premcor Inc. ("Premcor"), which indirectly owns
all of the outstanding common stock of The Premcor Refining Group Inc.,
announced that Thomas D. O'Malley has been appointed Chairman, Chief Executive
Officer and President of Premcor. A copy of Premcor's press release making such
announcement is attached hereto and incorporated herein by reference in its
entirety.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

     (c) The following Exhibit is filed with this Current Report on Form 8-K:

         Exhibit No.          Description

         99                   Press Release dated as of February 5, 2002


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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.


                                           THE PREMCOR REFINING GROUP INC.
                                                       (Registrant)




                                            /s/  Dennis R. Eichholz
                                         ---------------------------------------
                                          Dennis R. Eichholz
                                          Senior Vice President, Finance and
                                             Controller (Principal Accounting
                                                Officer)



February 6, 2002

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                                  EXHIBIT INDEX

Exhibit No.             Description

99                      Press Release dated as of February 5, 2002

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