SCHEDULE 14A
                                 (Rule 14a-101)

                    INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

                Proxy Statement Pursuant to Section 14(a) of the
                        Securities Exchange Act of 1934

Filed by the Registrant  /X/
Filed by a Party other than the Registrant  / /

Check the appropriate box:

/ /  Preliminary Proxy Statement   / / Confidential, for Use of the Commission
                                        Only (as Permitted by Rule 14a-6(e)(2))
/ /  Definitive Proxy Statement
/ /  Definitive Additional Materials
/X/  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12


                          TESORO PETROLEUM CORPORATION
                (Name of Registrant as Specified In Its Charter)


    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/ /  $125 per Exchange  Act  Rules  0-11(c)(1)(ii),  14a-6(i)(1), 14a-6(i)(2) or
       Item 22(a)(2) of Schedule 14A.

/ /  $500 per each party to  the  controversy  pursuant  to  Exchange  Act  Rule
       14a-6(i)(3).

/ /  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

     (1)  Title of each class of securities to which transaction applies:

     (2)  Aggregate number of securities to which transaction applies:

     (3)  Per unit  price  or  other  underlying  value  of transaction computed
           pursuant to Exchange Act Rule 0-11:

     (4)  Proposed maximum aggregate value of transaction:

     (5)  Total fee paid:

/X/  Fee paid previously with preliminary materials.

/ /  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and  identify  the filing for which the offsetting fee was paid
     previously.  Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.

     (1)  Amount Previously Paid:

     (2)  Form, Schedule or Registration Statement No.:

     (3)  Filing Party:


     (4)  Date Filed:

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FOR IMMEDIATE RELEASE                                  Contact:  Greg Wright
                                                           (210) 283-2440



                      TESORO TO SEND SOLICITATION MATERIAL


     San Antonio,  Texas  --  Feb.  28,  1996  --  Tesoro  Petroleum Corporation
(NYSE:TSO) today announced that the Company will shortly be sending materials to
all Tesoro shareholders in response to the dissident group's  solicitation,  and
it  urges shareholders not to take any action until they have read the Company's
materials.

     Pursuant to  the  rules  of  the  Securities  and  Exchange Commission, the
following  sets  forth  certain  information  with  respect  to  the  beneficial
ownership of Common Stock of the Company by its directors  as  of  December  31,
1995.

                                                     Shares
                                                     ------
Robert J. Caverly. . . . . . . . . . . . . . . . . .9,000   (1)
Peter M. Detwiler. . . . . . . . . . . . . . . . . 14,715   (1)
Steven H. Grapstein. . . . . . . . . . . . . . .1,528,900   (1)(2)
Raymond K. Mason, Sr.. . . . . . . . . . . . . . . 23,428   (1)
John J. McKetta, Jr. . . . . . . . . . . . . . . . .7,565   (1)
Bruce A. Smith . . . . . . . . . . . . . . . . . . 94,018   (3)
Murray L. Weidenbaum . . . . . . . . . . . . . . . .7,000   (1)

__________________

(1) The  shares  shown  for Mr. Caverly, Mr. Detwiler, Mr. Grapstein, Mr. Mason,
    Dr.  McKetta  and  Dr.  Weidenbaum  include  6,000  shares  each  which such
    directors had the right to acquire through the exercise of stock options  on
    December 31, 1995, or within 60 days thereafter.

(2) The  shares  shown  include  1,522,900  shares of the Company's Common Stock
    owned by Oakville N.V. Mr. Grapstein  is  an  officer of Oakville N.V. As an
    officer, Mr. Grapstein shares voting and investment power  with  respect  to
    such shares.

(3) The  shares shown include 1,304 shares credited to Mr. Smith's account under
    the Company's Thrift Plan and 80,866 shares which Mr. Smith had the right to
    acquire through the  exercise  of  stock  options  on  December 31, 1995, or
    within 60 days thereafter.

    Tesoro Petroleum Corporation  is  a  natural  resource  company  engaged  in
natural  gas  exploration  and production, petroleum refining and marketing, and
wholesale marketing of fuel and lubricants.



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