FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 *   Prokop Basil P 2. Date of Event Requiring Statement (Month/Day/Year) 11/07/2005 3. Issuer Name and Ticker or Trading Symbol Core-Mark Holding Company, Inc. [CORE] (Last) (First) (Middle) 395 OYSTER POINT BOULEVARD, SUITE 415 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President -Canada Distribution 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) SOUTH SAN FRANCISCO, CA 94080 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	08/23/2005(1)	08/23/2011	Common Stock	91,667	$ 15.5	D	Â
Restricted Stock Unit	08/23/2005(2)	08/23/2005(2)	Common Stock	16,500	$ 0 (3)	D	Â
Restricted Stock Unit	02/01/2006(4)	02/01/2006(4)	Common Stock	0 (5)	$ 0 (3)	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Prokop Basil P 395 OYSTER POINT BOULEVARD, SUITE 415 SOUTH SAN FRANCISCO, CA 94080	Â	Â	  President -Canada Distribution	Â

Signatures

/s/ TINA PEOPLES, Attorney-in-Fact		11/07/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	One-third of the options vested on August 23, 2005, the remaining options vest in equal monthly installments over the two year period commencing on August 23, 2005, for each month the grantee remains an employee.
(2)	One-third of the restricted stock units vested on August 23, 2005, the remaining restricted stock units vest in equal monthly installments over the two year period commencing on August 23, 2005, for each month the grantee remains an employee. Vested stock units settle periodically beginning in 2006 until August 25, 2007.
(3)	Restricted Stock Units settle in Common Stock on a 1:1 basis.
(4)	One-third of the restricted stock units vest on February 1, 2006, the remaining restricted stock units vest in equal quarterly installments over the two year period commencing on February 1, 2006, for each quarter the grantee remains an employee.
(5)	Under the Core-Mark Holding Company, Inc. 2005 Long Term Incentive Plan, the amount of common stock issuable upon the settlement of the restricted stock units will be determined by the number of shares having a market value of $433,146, based on the average closing price of the company's common stock over the eleventh through twentieth trading days following the date that the company's common stock becomes listed for quotation on the NASDAQ National Market.

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