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                       UNITED STATES             OMB Number:          3235-0167
          SECURITIES AND EXCHANGE COMMISSION     Expires: October 31, 2004
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                                     FORM 15

      CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION
   12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE
   REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

     Commission File Number 1-13514

                                PREMCOR USA INC.

             (Exact name of registrant as specified in its charter)

                       1700 EAST PUTNAM AVENUE, SUITE 500
                             OLD GREENWICH, CT 06870
                                  203-698-7500

   (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                    11 1/2% SUBORDINATED DEBENTURES DUE 2009

            (Title of each class of securities covered by this Form)

                                       N/A

       (Title of all other classes of securities for which a duty to file
                  reports under section 13(a) or 15(d) remains)

     Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

      Rule 12g-4(a)(1)(i)     [_]     Rule 12h-3(b)(1)(i)         [_]
      Rule 12g-4(a)(1)(ii)    [_]     Rule 12h-3(b)(1)(ii)        [_]
      Rule 12g-4(a)(2)(i)     [_]     Rule 12h-3(b)(2)(i)         [_]
      Rule 12g-4(a)(2)(ii)    [_]     Rule 12h-3(b)(2)(ii)        [_]
                                      Rule 15d-6                  [X]

     Approximate number of holders of record as of the certification or notice
date: NONE.

     Pursuant to the requirements of the Securities Exchange Act of 1934 Premcor
USA Inc. has caused this certification/notice to be signed on its behalf by the
undersigned duly authorized person.

Date: February 25, 2003   By:   /s/ Dennis R. Eichholz
                                -----------------------
                          Name: Dennis R. Eichholz
                          Title: Senior Vice President--Finance and Controller

Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed. It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.