EXHIBIT 3.27


                          CERTIFICATE OF INCORPORATION

                                       OF

                       TESORO GAS RESOURCES COMPANY, INC.


        THE UNDERSIGNED, acting as the incorporator of a corporation under and
in accordance with the General Corporation Law of the State of Delaware, hereby
adopts the following Certificate of incorporation for such corporation:

        1.      Name. The name of the corporation is Tesoro Gas Resources
Company, Inc. (the "Corporation").

        2.      Duration. The Corporation is to have perpetual existence.

        3.      Purpose. The Purpose for which the Corporation is organized is
to engage in any and all lawful acts and activities for which corporations may
be organized under the General Corporation Law of the State of Delaware.

        4.      Authorized Shares. The aggregate number of shares that the
Corporation shall have authority to issue is 1,000 with the par value of $1.00
per share. All of such shares shall be designated "Common Stock."

        5.      Registered Office, Agent. The registered office of the
Corporation is to be located at 1209 Orange Street, Wilmington, New Castle
County, Delaware, 19801. The name of its registered agent at such address is The
Corporation Trust Company.

        6.      Incorporator. The name and address of the incorporator is as
follows:

                                Louis R. Thomason
                                  3230 C Street
                          Anchorage, Alaska 99519-6272

        7.      Initial Directors. The powers of the incorporator shall
terminate upon the filing of this certificate and the following persons shall
serve as the sole director of the corporation until their successors are duly
elected and qualified:

        Louis R. Thomason                          Mark S. Necessary
        3230 C Street                              P.O. Box 3369
        Anchorage, Alaska 99519-6272               Kenai, Alaska 99611

        8.      Director Liability. To the fullest extent permitted by the
General Corporation Law of the State of Delaware, as the same exists or may
hereafter be amended, a director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director.






        9.      Indemnification. The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (whether or not by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), liability, loss, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding to the fullest extent permitted
by either (i) any applicable law in effect on the date of incorporation of the
Corporation, or (ii) any law which becomes effective during the existence of the
Corporation and which is applicable to it.

        10.     By-Laws. In furtherance of and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized to make,
alter or repeal the by-laws of the Corporation.

        11.     Election of Directors. Elections of directors need not be by
written ballot unless the by-laws of the Corporation shall so provide.

        I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
Slate of Delaware, hereby declaring and certifying that the facts herein stated
are true, and accordingly have hereunto set my hand this 19th day of April,
1994.


                                              /s/ Louis R. Thompson
                                              ----------------------------------
                                              Louis R. Thompson