EXHIBIT 99.4

              INSTRUCTIONS TO REGISTERED HOLDER OR DTC PARTICIPANT
                             FROM BENEFICIAL OWNER
                                      FOR
                   9 5/8% SENIOR SUBORDINATED NOTES DUE 2008
                                       OF

                          TESORO PETROLEUM CORPORATION

     The undersigned hereby acknowledges receipt of the Prospectus dated
          , 200  (the "Prospectus"), of Tesoro Petroleum Corporation, a Delaware
corporation (the "Company"), and the accompanying Letter of Transmittal (the
"Letter of Transmittal") that together constitute the Company's offer (the
"Exchange Offer") to exchange $215,000,000 of its 9 5/8% Senior Subordinated
Notes due 2008, Series B ("New Notes") registered under the Securities Act of
1933 (the "Securities Act") for an identical principal amount of its 9 5/8%
Senior Subordinated Notes due 2008 (the "Old Notes"). Capitalized terms used but
not defined herein have the meanings assigned to them in the Prospectus and the
Letter of Transmittal.

     This will instruct you as to the action to be taken by you relating to the
Exchange Offer with respect to the Old Notes held by you for the account of the
undersigned.

     The principal amount of the Old Notes held by you for the account of the
undersigned is (fill in amount):

          $          principal amount of Old Notes.

     With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):

     [ ]  To TENDER the following principal amount of Old Notes held by you for
          the account of the undersigned (insert amount of Old Notes to be
          tendered, if any, in integral multiples of $1,000):

          $          principal amount of Old Notes.

     [ ]  NOT to TENDER any Old Notes held by you for the account of the
          undersigned.

     If the undersigned instructs you to tender the Old Notes held by you for
the account of the undersigned, it is understood that you are authorized:

          (a) to make, on behalf of the undersigned (and the undersigned, by its
     signature below, hereby makes to you), the representations and warranties
     contained in the Letter of Transmittal that are to be made with respect to
     the undersigned as a beneficial owner, including but not limited to the
     representations that (i) the New Notes or book-entry interests therein to
     be acquired by the undersigned (the "Beneficial Owner(s)") in connection
     with the Exchange Offer are being acquired by the undersigned in the
     ordinary course of business of the undersigned, (ii) the undersigned is not
     participating, does not intend to participate, and has no arrangement or
     understanding with any person to participate, in the distribution of the
     New Notes, (iii) if the undersigned is a resident of the State of
     California, it falls under the self-executing institutional investor
     exemption set forth under Section 25102(i) of the Corporate Securities Law
     of 1968 and Rules 260.102.10 and 260.105.14 of the California Blue Sky
     Regulations, (iv) if the undersigned is a resident of the Commonwealth of
     Pennsylvania, it falls under the self-executing institutional investor
     exemption set forth under Sections 203(c), 102(d) and 102(k) of the
     Pennsylvania Securities Act of 1972, Section 102.111 of the Pennsylvania
     Blue Sky Regulations and an interpretive opinion dated November 16, 1985,
     (v) the undersigned acknowledges and agrees that any person who is a
     broker-dealer registered under the Securities Exchange Act of 1934, as
     amended (the "Exchange Act"), or is participating in the Exchange Offer for
     the purpose of distributing the New Notes must comply with the registration
     and prospectus delivery requirements of the Securities Act in

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     connection with a secondary resale transaction of the New Notes or
     interests therein acquired by such person and cannot rely on the position
     of the staff of the Securities and Exchange Commission (the "Commission")
     set forth in certain no-action letters, (vi) the undersigned understands
     that a secondary resale transaction described in clause (v) above and any
     resales of New Notes or interests therein obtained by such holder in
     exchange for Old Notes or interests therein originally acquired by such
     holder directly from the Company should be covered by an effective
     registration statement containing the selling security holder information
     required by Item 507 or Item 508, as applicable, of Regulation S-K of the
     Commission and (vii) the undersigned is not an "affiliate," as defined in
     Rule 405 under the Securities Act, of the Company. Upon a request by the
     Company, a holder or beneficial owner will deliver to the Company a legal
     opinion confirming its representation made in clause (vii) above. If the
     undersigned is a broker-dealer (whether or not it is also an "affiliate")
     that will receive New Notes for its own account pursuant to the Exchange
     Offer, the undersigned represents that the Old Notes to be exchanged for
     the New Notes were acquired by it as a result of market-making activities
     or other trading activities, and acknowledges that it will deliver a
     prospectus meeting the requirements of the Securities Act in connection
     with any resale of such New Notes; provided, however, by so acknowledging
     and by delivering a prospectus, the undersigned does not and will not be
     deemed to admit that is an "underwriter" within the meaning of the
     Securities Act;

          (b) to agree, on behalf of the undersigned, as set forth in the Letter
     of Transmittal; and

          (c) to take such other action as necessary under the Prospectus or the
     Letter of Transmittal to effect the valid tender of such Old Notes.



                      SIGN HERE                                           (PLEASE PRINT):
                                                    
Name of Beneficial Owner(s):                           Address: --------------------------------------------

                                                       Telephone Number: --------------------------------
-----------------------------------------------------  Taxpayer Identification or Social Security

Signature(s): ---------------------------------------  Number: -------------------------------------------

Name(s): ------------------------------------------    Date: -----------------------------------------------


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