S-3/A

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 22, 2002


                                                      REGISTRATION NO. 333-84018
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ---------------------


                                AMENDMENT NO. 3

                                       TO
                                    FORM S-3
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ---------------------

                          TESORO PETROLEUM CORPORATION
                               AND CO-REGISTRANTS
                      (SEE TABLE OF CO-REGISTRANTS BELOW)
             (Exact name of registrant as specified in its charter)

                                                    
                       DELAWARE                                              95-0862768
   (State or other jurisdiction of incorporation or             (I.R.S. Employer Identification No.)
                    organization)



                                                    
                                                                      JAMES C. REED, JR., ESQ.
                                                           EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND
               300 CONCORD PLAZA DRIVE                                       SECRETARY
            SAN ANTONIO, TEXAS 78216-6999                             300 CONCORD PLAZA DRIVE
                    (210) 828-8484                                 SAN ANTONIO, TEXAS 78216-6999
 (Address, including zip code, and telephone number,                       (210) 828-8484
    including area code, of registrant's principal       (Name, address, including zip code, and telephone
        executive offices for each registrant)          number including area code, of agent for service for
                                                                          each registrant)



                             ---------------------

                                   Copies to:

                               CHARLES L. STRAUSS
                          FULBRIGHT & JAWORSKI L.L.P.
                           1301 MCKINNEY, SUITE 5100
                           HOUSTON, TEXAS 77010-3095
                                 (713) 651-5151
                             ---------------------

         Approximate date of commencement of proposed sale to the public:  From
time to time after the effective date of this registration statement, as
determined in light of market conditions and other factors.

                             ---------------------

         If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box.  [ ]

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box.  [X]

         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.  [ ]

         If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.  [ ]

         If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.  [ ]

                             ---------------------

    THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON THE DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON THE DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT
TO SAID SECTION 8(a), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


                            TABLE OF CO-REGISTRANTS



                                                                            PRIMARY
                                                       STATE OR OTHER       STANDARD
                                                      JURISDICTION OF      INDUSTRIAL     I.R.S. EMPLOYER
                                                      INCORPORATION OR   CLASSIFICATION   IDENTIFICATION
EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER    ORGANIZATION      CODE NUMBER         NUMBER
- ----------------------------------------------------  ----------------   --------------   ---------------
                                                                                 
Digicomp, Inc.......................................    Delaware                7379        74-2521015
Far East Maritime Company...........................    Delaware                4422        74-2886469
Gold Star Maritime Company..........................    Delaware                4422        74-2886462
Kenai Pipe Line Company.............................    Delaware                4613        94-6062891
Smiley's Super Service, Inc.........................     Hawaii                 5541        99-0088611
Tesoro Alaska Company...............................    Delaware                2911        74-1646130
Tesoro Alaska Pipeline Company......................    Delaware                4613        74-1839523
Tesoro Aviation Company.............................    Delaware                4522        74-2922277
Tesoro Financial Services Holding Company...........    Delaware                6711        51-0377202
Tesoro Gas Resources Company, Inc...................    Delaware                1311        92-0150083
Tesoro Hawaii Corporation...........................     Hawaii                 2911        99-0143882
Tesoro High Plains Pipeline Company.................    Delaware                4612        74-3009696
Tesoro Marine Services Holding Company..............    Delaware                5171        74-2807425
Tesoro Marine Services, LLC.........................    Delaware                5171        74-2766974
Tesoro Maritime Company.............................    Delaware                4422        74-2886466
Tesoro Northstore Company...........................     Alaska                 5541        92-0098209
Tesoro Petroleum Companies, Inc.....................    Delaware                7389        74-2385513
Tesoro Refining and Marketing Company...............    Delaware                2911        76-0489496
Tesoro Technology Company...........................    Delaware                7379        74-2521013
Tesoro Trading Company..............................    Delaware                5172        75-3025497
Tesoro Vostok Company...............................    Delaware                5172        74-2257610
Victory Finance Company.............................    Delaware                6719        51-0377203



THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SEC IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, AND IT IS
NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.


                  SUBJECT TO COMPLETION, DATED AUGUST 22, 2002


PROSPECTUS

                          TESORO PETROLEUM CORPORATION

                                DEBT SECURITIES
                                PREFERRED STOCK
                                  COMMON STOCK
                               DEPOSITARY SHARES
                            STOCK PURCHASE CONTRACTS
                                    WARRANTS
                                     UNITS
                             ---------------------
                             SUBSIDIARY GUARANTORS
                              (AS DEFINED HEREIN)

                    SUBSIDIARY GUARANTEES OF DEBT SECURITIES

     This prospectus relates to the following securities of Tesoro Petroleum
Corporation:

     - Debt securities, which may be senior, senior subordinated or
       subordinated, consisting of notes, debentures or other evidence of
       indebtedness;

     - Preferred stock;

     - Common stock;

     - Depositary shares;

     - Stock purchase contracts;

     - Warrants;

     - Guarantees; and

     - Units consisting of any combination of the securities listed above.

     We will provide the specific terms of the securities in supplements to this
prospectus. This prospectus may not be used to sell securities unless it is
accompanied by a prospectus supplement.

     Selling securityholders also may offer and sell the securities under this
prospectus.

     Our common stock is listed on the New York Stock Exchange (the "NYSE") and
the Pacific Exchange (the "PCX") under the trading symbol "TSO". Any common
stock sold pursuant to a prospectus supplement will be listed on those
exchanges.

     WE URGE YOU TO CAREFULLY REVIEW AND CONSIDER THE INFORMATION UNDER THE
HEADING "RISK FACTORS" ON PAGE 5 OF THIS PROSPECTUS AND UNDER THE SAME HEADING
IN THE APPLICABLE PROSPECTUS SUPPLEMENT BEFORE INVESTING IN ANY OF THE
SECURITIES.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

               This prospectus is dated                  , 2002.


                               TABLE OF CONTENTS



                                                              PAGE
                                                              ----
                                                           
ABOUT THIS PROSPECTUS.......................................    1
WHERE YOU CAN FIND MORE INFORMATION.........................    1
ABOUT TESORO PETROLEUM CORPORATION..........................    2
THE SUBSIDIARY GUARANTORS...................................    3
FORWARD-LOOKING STATEMENTS..................................    3
RISK FACTORS................................................    5
USE OF PROCEEDS.............................................    5
RATIO OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED
  FIXED CHARGES PLUS PREFERRED STOCK DIVIDEND
  REQUIREMENTS..............................................    5
DESCRIPTION OF DEBT SECURITIES..............................    6
DESCRIPTION OF PREFERRED STOCK..............................   14
DESCRIPTION OF COMMON STOCK.................................   15
CERTAIN ANTI-TAKEOVER CONSIDERATIONS; CHANGE OF CONTROL.....   16
DESCRIPTION OF DEPOSITARY SHARES............................   17
DESCRIPTION OF STOCK PURCHASE CONTRACTS.....................   21
DESCRIPTION OF WARRANTS.....................................   21
DESCRIPTION OF UNITS........................................   24
SELLING SECURITYHOLDERS.....................................   24
PLAN OF DISTRIBUTION........................................   24
LEGAL MATTERS...............................................   26
EXPERTS.....................................................   26


                                        ii


                             ABOUT THIS PROSPECTUS

     This prospectus is part of a registration statement that we have filed with
the SEC using a "shelf" registration process. Under the shelf process, we may
offer any combination of the securities described in this prospectus in one or
more offerings, and certain third parties (which we refer to as "selling
securityholders") may sell the securities under this prospectus, with a total
initial offering price of up to $1,000,000,000 or its equivalent in foreign
currency as we may designate in prospectus supplements.

     This prospectus provides you with a general description of the debt
securities, preferred stock, common stock, depositary shares, stock purchase
contracts, warrants, guarantees and units that may be offered. Each time we use
this prospectus to offer securities, we will provide a prospectus supplement
that will contain specific information about the terms of that offering. The
prospectus supplement also may add, update or change information contained in
this prospectus. Any statement that we make in this prospectus will be modified
or superseded by any inconsistent statement made by us in a prospectus
supplement.

     Any selling securityholders will be identified, and the type and amount of
securities to be offered by them will be specified, in a supplement to this
prospectus. We will not receive proceeds of any sale of securities by selling
securityholders.

     We may offer the securities in amounts, at prices, and on terms determined
at the time of offering. We may sell the securities directly to you, through
agents we select, or through underwriters and dealers that we select. If we use
agents, underwriters or dealers to sell the securities, we will name them and
describe their compensation in a prospectus supplement.

     Please carefully read this prospectus and any prospectus supplement
together with additional information described under the heading "Where You Can
Find More Information".

                      WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You also may read and copy
any document we file at the SEC's public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Our common stock is listed and traded
on the New York Stock Exchange and the Pacific Exchange under the trading symbol
"TSO". You also can inspect and copy our reports, proxy statements and other
information filed with the SEC at the New York Stock Exchange, 20 Broad Street,
New York, New York, and at the Pacific Exchange, 301 Pine Street, San Francisco,
California.

     This prospectus "incorporates by reference" the information we file with
the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC automatically will update and supersede the information in this
prospectus. We incorporate by reference the documents listed below and any
future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended, until we sell all of the
Securities or we terminate this offering:

     - Our Annual Report on Form 10-K for the year ended December 31, 2001;


     - Our Quarterly Report on Form 10-Q for the quarters ended March 31, 2002
       and June 30, 2002;


     - Our Current Report on Form 8-K filed on September 21, 2001, as amended by
       Amendment No. 1 to our Current Report on Form 8-K filed on October 24,
       2001 and Amendment No. 2 to our Current Report on Form 8-K filed on
       November 5, 2001;

     - Our Current Report on Form 8-K filed on February 4, 2002;

     - Our Current Report on Form 8-K filed on February 5, 2002;

     - Our Current Report on Form 8-K filed on February 21, 2002;

     - Our Current Report on Form 8-K filed on February 22, 2002;

                                        1


     - Our Current Report on Form 8-K filed on February 25, 2002, as amended by
       Amendment No. 1 to our Current Report on Form 8-K filed on April 22,
       2002;

     - Our Current Report on Form 8-K filed on March 5, 2002;

     - Our Current Report on Form 8-K filed on April 9, 2002 (including the
       information contained in Item 9 thereto);

     - Our Current Report on Form 8-K filed on May 9, 2002;


     - Our Current Report on Form 8-K filed on May 24, 2002, as amended by
       Amendment No. 1 to our Current Report on Form 8-K filed on July 16, 2002
       and Amendment No. 2 to our Current Report on Form 8-K filed on July 24,
       2002;


     - Our Current Report on Form 8-K filed on June 18, 2002 (including the
       information contained in Item 9 thereto);

     - Our Current Report on Form 8-K filed on July 1, 2002; and

     - The description of our common stock included in our Registration
       Statement on Form 8-A dated April 21, 1969, and amended by a Form 8 dated
       April 23, 1969.

     You may request a copy of these filings at no cost by writing or
telephoning us at the following address:

        Tesoro Petroleum Corporation
        Attention: Corporate Communications
        300 Concord Plaza Drive
        San Antonio, Texas 78216-6999
        (210) 828-8484

     The financial statements as of December 31, 2001 and 2000 and for the year
ended December 31, 2001 and the four month period ended December 31, 2000 of the
Golden Eagle Refining and Marketing Assets Business incorporated herein by
reference were audited by Arthur Andersen LLP. After reasonable efforts, we have
not been able to obtain Arthur Andersen LLP's consent to the incorporation by
reference of its audit report dated February 14, 2002 (Note 16 is dated February
20, 2002) into the registration statement of which this prospectus is a part.
However, Rule 437a under the Securities Act of 1933, as amended, permits us to
file the registration statement of which this prospectus is a part without
Arthur Andersen LLP's written consent. Accordingly, investors will not be able
to sue Arthur Andersen LLP pursuant to Section 11(a)(4) of the Securities Act of
1933, and any recovery under that section you may have may be limited as a
result of the lack of Arthur Andersen LLP's consent.

     You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents. When used in this prospectus, the terms "Tesoro", "we", "our" and
"us" except as otherwise indicated or as the context otherwise indicates, refer
to Tesoro Petroleum Corporation and its subsidiaries.

                       ABOUT TESORO PETROLEUM CORPORATION

     We are an independent refiner and marketer with three operating
segments -- (1) refining crude oil and other feedstocks and selling petroleum
products in bulk and wholesale markets ("Refining"), (2) selling motor fuels and
convenience products and services in the retail market ("Retail") and (3)
providing petroleum products and logistics services to the marine and offshore
exploration and production industries ("Marine Services"). Through our Refining
segment, we manufacture products including primarily gasoline and gasoline
blendstocks, jet fuel, diesel fuel and residual fuel for sale to a wide variety
of commercial customers in the United States and countries in the Pacific Rim.
Our Retail segment sells motor fuels through a retail network of gas stations
under the Tesoro, Mirastar, Tesoro Alaska and other brands. Our Marine Services
segment markets and distributes a broad range of

                                        2


petroleum products, chemicals and supplies and provides logistical support
services to the marine and offshore exploration and production industries
operating in the Gulf of Mexico.

     We were incorporated in Delaware in 1968. Our principal executive offices
are located at 300 Concord Plaza Drive, San Antonio, Texas 78216-6999 and our
telephone number is (210) 828-8484.

     Our reports and other documents incorporated by reference in this
prospectus include additional information relating to us and our subsidiaries.
See "Where You Can Find More Information".

                           THE SUBSIDIARY GUARANTORS

     Digicomp, Inc., Far East Maritime Company, Gold Star Maritime Company,
Kenai Pipe Line Company, Smiley's Super Service, Inc., Tesoro Alaska Company,
Tesoro Alaska Pipeline Company, Tesoro Aviation Company, Tesoro Financial
Services Holding Company, Tesoro Gas Resources Company, Inc., Tesoro Hawaii
Corporation, Tesoro High Plains Pipeline Company, Tesoro Marine Services Holding
Company, Tesoro Marine Services, LLC, Tesoro Maritime Company, Tesoro Northstore
Company, Tesoro Petroleum Companies, Inc., Tesoro Refining and Marketing
Company, Tesoro Technology Company, Tesoro Trading Company, Tesoro Vostok
Company and Victory Finance Company, as the subsidiary guarantors, constitute
substantially all of our direct and indirect active subsidiaries, as of the date
of this prospectus. Each or all subsidiary guarantors may jointly and severally
guarantee our payment obligations under any series of debt securities offered by
this prospectus, as set forth in a related prospectus supplement.

                           FORWARD-LOOKING STATEMENTS

     This prospectus includes and incorporates by reference forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements are included, or incorporated by reference, in this
prospectus, and relate to, among other things, projections of revenues,
earnings, earnings per share, cash flows, capital expenditures, working capital
or other financial items, EBITDA (earnings before extraordinary items, interest
and financing costs, interest income, income taxes and depreciation and
amortization), throughput, expectations regarding acquisitions, discussions of
estimated future revenue enhancements, potential dispositions and cost savings.
These statements also relate to our business strategy, goals and expectations
concerning our market position, future operations, margins, profitability,
liquidity and capital resources. We have used the words "anticipate", "believe",
"could", "estimate", "expect", "intend", "may", "plan", "predict", "project",
"will" and similar terms and phrases to identify forward-looking statements in
this prospectus and in the documents incorporated by reference in this
prospectus.

     Although we believe the assumptions upon which these forward-looking
statements are based are reasonable, any of these assumptions could prove to be
inaccurate and the forward-looking statements based on these assumptions could
be incorrect. Our operations involve risks and uncertainties, many of which are
outside our control, and any one of which, or a combination of which, could
materially affect our results of operations and whether the forward-looking
statements ultimately prove to be correct. Accordingly, these forward-looking
statements are qualified in their entirety by reference to the factors described
in "Risk Factors" and elsewhere in this prospectus or the documents incorporated
by reference in this prospectus.

     Actual results and trends in the future may differ materially from those
suggested or implied by the forward-looking statements depending on a variety of
factors including, but not limited to:

     - changes in general economic conditions;

     - the timing and extent of changes in commodity prices and underlying
       demand for our products;

     - the availability and costs of crude oil, other refinery feedstocks and
       refined products;

     - changes in our cash flow from operations, liquidity and capital
       requirements;

     - our ability to successfully integrate acquisitions;

     - our ability to identify and complete future strategic dispositions;


     - our ability to achieve our debt reduction goal;


                                        3


     - fluctuations in our stock price;

     - adverse changes in the ratings assigned to our trade credit and debt
       instruments;

     - increased interest rates and the condition of the capital markets;

     - the direct or indirect effects on our business resulting from terrorist
       incidents or acts of war;

     - political developments in foreign countries;

     - changes in our inventory levels and carrying costs;

     - changes in the cost or availability of third-party vessels, pipelines and
       other means of transporting feedstocks and products;

     - changes in fuel and utility costs for our facilities;

     - disruptions due to equipment interruption or failure at our or
       third-party terminals;

     - execution of planned capital projects;

     - state and federal environmental, economic, safety and other policies and
       regulations, any changes therein, and any legal or regulatory delays or
       other factors beyond our control;

     - adverse rulings, judgments, or settlements in litigation or other legal
       or tax matters, including unexpected environmental remediation costs in
       excess of any reserves;

     - actions of customers and competitors;

     - weather conditions affecting our operations or the areas in which our
       products are marketed; and

     - earthquakes or other natural disasters affecting operations.

     Many of these factors are described in greater detail in our filings with
the SEC. All future written and oral forward-looking statements attributable to
us or persons acting on our behalf are expressly qualified in their entirety by
the previous statements. We undertake no obligation to update any information
contained in this prospectus or to publicly release the results of any revisions
to any forward-looking statements that may be made to reflect events or
circumstances that occur, or that we become aware of, after the date of this
prospectus.

                                        4


                                  RISK FACTORS

     THE SECURITIES OFFERED BY THIS PROSPECTUS MAY INVOLVE A HIGH DEGREE OF
RISK. WE URGE YOU TO CAREFULLY REVIEW AND CONSIDER THE INFORMATION UNDER THE
HEADING "RISK FACTORS" OR "RISK FACTORS AND INVESTMENT CONSIDERATIONS" IN ANY
APPLICABLE PROSPECTUS SUPPLEMENT AND IN OUR SEC FILINGS INCORPORATED BY
REFERENCE INTO THIS PROSPECTUS AND ANY APPLICABLE PROSPECTUS SUPPLEMENT.

     SINCE ARTHUR ANDERSEN LLP ACTED AS THE INDEPENDENT AUDITOR OF THE GOLDEN
EAGLE REFINING AND MARKETING ASSETS BUSINESS, YOUR ABILITY TO SEEK POTENTIAL
RECOVERIES FROM THEM RELATED TO THEIR WORK WILL BE LIMITED.

     The financial statements as of December 31, 2001 and 2000 and for the year
ended December 31, 2001 and the four month period ended December 31, 2000 of the
Golden Eagle Refining and Marketing Assets Business incorporated herein by
reference were audited by Arthur Andersen LLP. After reasonable efforts, we have
not been able to obtain Arthur Andersen LLP's consent to the incorporation by
reference of its audit report dated February 14, 2002 (Note 16 is dated February
20, 2002) into the registration statement of which this prospectus is a part.
However, Rule 437a under the Securities Act of 1933, as amended, permits us to
file the registration statement of which this prospectus is a part without
Arthur Andersen LLP's written consent. Accordingly, investors will not be able
to sue Arthur Andersen LLP pursuant to Section 11(a)(4) of the Securities Act of
1933, and any recovery under that section you may have may be limited as a
result of the lack of Arthur Andersen LLP's consent.

                                USE OF PROCEEDS

     Unless otherwise specified in a prospectus supplement, the net proceeds
that we receive from the sale of the securities will be used to finance
acquisitions, repay or refinance certain existing indebtedness and for general
corporate purposes. We may invest funds not required immediately for those
purposes in marketable securities and short-term investments.

     We will not receive any proceeds from a sale of securities by selling
securityholders.

          RATIO OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED
            FIXED CHARGES PLUS PREFERRED STOCK DIVIDEND REQUIREMENTS

     We have computed the following ratios for each of the following periods on
a consolidated basis. We urge you to read the ratios in conjunction with our
consolidated financial statements and the notes to those financial statements
that are incorporated by reference in this prospectus.




                                                                              SIX MONTHS
                                            YEARS ENDED DECEMBER 31,            ENDED
                                      -------------------------------------    JUNE 30,
                                      1997    1998    1999    2000    2001       2002
                                      -----   -----   -----   -----   -----   ----------
                                                            
Ratio of Earnings to Fixed
  Charges..........................    1.14x   1.28x   1.83x   3.31x   2.89x        *
Ratio of Earnings to Combined Fixed
  Charges Plus Preferred Stock
  Dividend Requirements............    1.14x   1.05x   1.40x   2.40x   2.55x        *



- ---------------


* For the six months ended June 30, 2002, fixed charges exceeded earnings by
  $123.9 million.



     For purposes of computing these ratios, "earnings" consist of pretax income
from continuing operations plus fixed charges (excluding capitalized interest).
"Fixed charges" represent interest incurred (whether expensed or capitalized)
and financing costs, amortization of debt expense and that portion of rental
expense on operating leases deemed to be the equivalent of interest. "Preferred
Stock Dividend Requirements" represent the amount of pretax earnings required to
pay dividends on preferred stock. There was no preferred stock outstanding and
no preferred stock dividend requirement during the six months ended June 30,
2002.


                                        5


                         DESCRIPTION OF DEBT SECURITIES

     We will issue our debt securities under a senior indenture or a
subordinated indenture among us, as issuer, any of our subsidiaries, as
subsidiary guarantors, and a trustee to be named in the applicable prospectus
supplement. The debt securities will be governed by the provisions of the
indenture and those made part of the indenture by reference to the Trust
Indenture Act of 1939, as amended (the "TIA"). We, the subsidiary guarantors and
the trustee may enter into supplements to the indenture from time to time. If we
decide to issue subordinated debt securities, we will issue them under a
separate indenture containing subordination provisions.

     This description is a summary of the material provisions of the debt
securities and the indentures. The form of senior debt securities indenture and
form of subordinated debt securities indenture are filed with the SEC as
exhibits to the registration statement of which this prospectus forms a part. In
connection with an offering of our debt securities, we will file the definitive
indenture and, if applicable, a supplemental indenture relating to each series
of debt securities as an exhibit to the registration statement of which this
prospectus forms a part (or as an exhibit to a Current Report on Form 8-K or
other SEC filing) before we sell those debt securities. No indenture will be
restated in its entirety in a prospectus supplement. We urge you to read that
indenture and, if applicable, indenture supplement, because they, and not this
description, will control the rights of holders of the applicable debt
securities. References in this prospectus to an "indenture" refer to the
particular indenture under which we issue a series of debt securities.

     In this section, the words "Company", "our", "we" and "us" refer only to
Tesoro Petroleum Corporation, the issuer of the debt securities, and not our
subsidiaries. Capitalized terms used in but not defined in this "Description of
Debt Securities" will have the meanings specified in the applicable indenture,
and any related supplemental indenture, and in an applicable prospectus
supplement.

GENERAL

     The debt securities will be:

     - senior debt securities; or

     - subordinated debt securities.

     Any series of debt securities that we issue:

     - will be our general obligations;

     - will be general obligations of our subsidiaries that execute subsidiary
       guarantees; and

     - may be subordinated to our Senior Indebtedness.

     The indentures do not limit the total amount of debt securities that we may
issue. We may issue debt securities under an indenture from time to time in
separate series, up to the aggregate amount authorized for each such series.

     We will prepare a prospectus supplement and either a supplemental indenture
or resolution of our board of directors and accompanying officers' certificate
relating to any series of debt securities that we offer, which will include
specific terms relating to some or all of the following:

     - the form and title of the debt securities and whether the debt securities
       are senior debt securities or subordinated debt securities;

     - the aggregate principal amount of the debt securities being issued and
       any limit on the aggregate principal amount that may be issued
       thereafter;

     - the date or dates on or during which the debt securities may be issued;

     - the date or dates on which the principal of and premium, if any, on the
       debt securities will be payable;

     - the rate or rates (fixed or variable) at which the debt securities shall
       bear interest, if any, and the date or dates from which the interest will
       accrue;
                                        6


     - the dates on which interest, if any, will be payable and the record dates
       for the interest payment dates;

     - the place or places where the principal of and premium, if any, and
       interest, if any, on the debt securities of the series will be payable;

     - the period or periods, if any, within which, the price or prices at
       which, and the terms and conditions upon which, we may have the option to
       redeem the debt securities;

     - any optional or mandatory redemption or repurchase or any sinking fund or
       analogous provisions;

     - whether the debt securities will be defeasible;

     - if other than denominations of $1,000 and integral multiples thereof, the
       denominations in which the debt securities of the series will be
       issuable;

     - if other than the principal amount thereof, the portion of the principal
       amount of the debt securities which will be payable upon declaration of
       the acceleration of the maturity thereof in accordance with the
       provisions of the applicable indenture;

     - whether payment of the principal of and premium, if any, and interest, if
       any, on the debt securities will be without deduction for taxes,
       assessments, or governmental charges paid by the holders;

     - the currency or currencies, or currency unit or currency units, in which
       the principal of and premium, if any, and interest, if any, on the debt
       securities will be denominated, payable, redeemable or purchasable, as
       the case may be;

     - any changes to or additional Events of Default, covenants or
       subordination provisions;

     - whether the debt securities will be convertible or exchangeable and, if
       so, upon what terms, and other provisions regarding the convertability or
       exchangeability of the debt securities;

     - whether the debt securities of the series will be issued as a global
       certificate or certificates and, in that case, the identity of the
       depositary for that series;

     - whether the debt securities of such series will be entitled to the
       benefit of any subsidiary guarantee provided in the indenture and, if so,
       changes, additions or other modifications to those provisions and which
       of our subsidiaries will guarantee those debt securities; and

     - any other terms of the debt securities.

     Unless otherwise indicated in any applicable prospectus supplement, the
debt securities of any series will be issued only in fully registered form in
denominations of $1,000 or any integral multiple thereof. The debt securities of
a series may be issuable in the form of one or more global certificates, which
will be denominated in an amount equal to all or a portion of the aggregate
principal amount of those debt securities. See "-- Global Debt Securities".

     Each indenture will provide that the debt securities may be issued in one
or more series, in each case as established from time to time in, or pursuant to
authority granted by, a resolution of our board of directors or as established
in one or more indentures supplemental to such indenture. To the extent
specified in an applicable prospectus supplement, all debt securities of any one
series need not be issued at the same time and, unless otherwise provided, a
series may be reopened, without the consent of the holders of the debt
securities of that series, for issuances of additional debt securities of that
series.

     Subject to the terms of the applicable indenture and the limitations
applicable to global debt securities, debt securities may be transferred or
exchanged at the corporate trust office of the applicable trustee or at any
other office or agency we maintain for that purpose, without the payment of any
service charge except for any tax or governmental charge.

                                        7


GLOBAL DEBT SECURITIES

     The debt securities of any series may be issued, in whole or in part, in
the form of one or more global certificates that will be deposited with the
depositary identified in the applicable prospectus supplement.

     No global debt security may be exchanged in whole or in part for the debt
securities registered in the name of any person other than the depositary for
that global debt security or any nominee of that depositary unless:

     - the depositary is unwilling or unable to continue as depositary;

     - we, at any time and in our sole discretion, determine that the debt
       securities issued in the form of one more global certificates shall no
       longer be represented by such global certificate or certificates;

     - an Event of Default has occurred and is continuing; or

     - as otherwise provided in the applicable prospectus supplement.

     Unless otherwise stated in any applicable prospectus supplement, The
Depository Trust Company ("DTC") will act as depositary. Beneficial interests in
global certificates will be shown on, and transfers of global certificates will
be affected only through, records maintained by DTC and its participants.

PAYMENT

     Unless otherwise indicated in the applicable prospectus supplement, payment
of interest on a debt security on any interest payment date will be made to the
person in whose name that debt security is registered at the close of business
on the regular record date for that interest payment.

     Unless otherwise indicated in the applicable prospectus supplement,
principal of, and interest and any premium on, our debt securities will be paid
at designated places. However, at our option, payment may be made by check
mailed to the persons in whose names our debt securities are registered on days
specified in the applicable indenture or any prospectus supplement.

ORIGINAL ISSUE DISCOUNT

     One or more series of debt securities offered by this prospectus may be
sold at a substantial discount below their stated principal amount, bearing no
interest or interest at a rate that at the time of issuance is below market
rates. The federal income tax consequences and special considerations applicable
to any series of debt securities generally will be described in the applicable
prospectus supplement.

SUBSIDIARY GUARANTEES

     Our payment obligations under any series of the debt securities may be
jointly and severally guaranteed by one or more of our subsidiaries. If a series
of debt securities are so guaranteed by any of our subsidiaries, such
subsidiaries will execute a notation of guarantee as further evidence of their
guarantee. Each indenture provides the terms of any guarantee by our
subsidiaries, and the applicable prospectus supplement will describe any
changes, additions or modifications to those terms and will identify our
subsidiaries that will guarantee those debt securities.

     The obligations of each subsidiary under its subsidiary guarantee will be
limited to the maximum amount that will not result in such guarantee obligations
constituting a fraudulent conveyance or fraudulent transfer under federal or
state law, after giving effect to all other contingent and fixed liabilities of
that subsidiary and any collections from or payments made by or on behalf of any
other subsidiary guarantor in respect to its obligations under its subsidiary
guarantee.

     Each indenture will provide for the release of a subsidiary from a
subsidiary guarantee and may restrict the consolidation or merger with or into a
subsidiary guarantor, as set forth in a related prospectus supplement and the
applicable indenture, and applicable related supplemental indenture.

                                        8


     If a series of debt securities is guaranteed by our subsidiaries and is
designated as subordinate to our Senior Indebtedness, then the guarantee by such
subsidiaries will be subordinated to the Senior Indebtedness of such
subsidiaries to substantially the same effect as the series is subordinated to
our Senior Indebtedness. See "-- Subordination".

MERGER OR CONSOLIDATION

     Each indenture provides that we may not consolidate with or merge with or
into or wind up into, whether or not we are the surviving corporation, or sell,
assign, convey, transfer or lease our properties and assets substantially as an
entirety to any person, unless:

     - the corporation formed by the consolidation or into which we are merged
       or the person that acquires by conveyance or transfer, or that leases our
       properties and assets substantially as an entirety (the "successor
       corporation") is a corporation organized and existing under the laws of
       the United States or any State or territory thereof or the District of
       Columbia and expressly assumes by a supplemental indenture the due and
       punctual payment of the principal of, and premium, if any, and interest
       on, all our debt securities issued under the applicable indenture, and
       related supplemental indenture, and the performance of every covenant in
       the applicable indenture, and related supplemental indenture, on our part
       to be performed or observed;

     - immediately after giving effect to such transaction, no Event of Default
       under the applicable indenture, and related supplemental indenture, and
       no event that, after notice or lapse of time, or both, would become an
       Event of Default, has happened and is continuing; and

     - any other conditions as may be specified in the applicable prospectus
       supplement are satisfied.

COVENANTS

     The additional covenants, if any, applicable to us and our subsidiaries and
relating to any series of debt securities will be described in the prospectus
supplement relating to that series. If any of these covenants is described, the
prospectus supplement also will state whether the "covenant defeasance"
provisions described below also apply.

EVENTS OF DEFAULT

     Unless otherwise specified in a supplemental indenture (see
"-- Modification and Waiver") or otherwise specified in the applicable
prospectus supplement, each of the following events will be an Event of Default
under an indenture with respect to a series of debt securities:

     - failure to pay any interest on any debt security of the series when due,
       continued for 30 days;

     - failure to pay principal of (or premium, if any, on) any debt security of
       the series when due;

     - failure to perform or comply with any covenant contained in the debt
       securities of the series or in the applicable indenture or related
       supplemental indenture, continued for 60 days after written notice as
       provided in the indenture (other than a default otherwise specifically
       dealt with in the applicable indenture or in any supplemental indenture);

     - failure to deposit a sinking fund or any other such analogous required
       payment, if any, when and as due by the terms of a debt security of the
       series;

     - if the debt security is guaranteed by any one of our subsidiaries, except
       as permitted by the applicable indenture or related supplemental
       indenture, any subsidiary guarantee shall be held in any judicial
       proceeding to be unenforceable or invalid or shall cease for any reason
       to be in full force and effect or any guarantor, or any person acting on
       behalf of any guarantor, shall deny or disaffirm its obligations under
       its subsidiary guarantee (other than by reason of the termination of the
       indenture or the release of any subsidiary guarantee in accordance with
       the indenture);

                                        9


     - certain events in bankruptcy, insolvency or reorganization affecting us;
       and

     - any other event indicated as an Event of Default in any applicable
       supplemental indenture and prospectus supplement relating to the debt
       securities of that series.

     If an Event of Default with respect to debt securities of any series occurs
and is continuing, then the applicable trustee or the holders of at least 25% in
aggregate principal amount of the outstanding debt securities of that series may
accelerate the maturity of all debt securities of that series; provided,
however, that after such acceleration, but before a judgment or decree has been
issued based on acceleration, the holders of a majority in aggregate principal
amount of outstanding debt securities of that series may, under certain
circumstances, rescind and annul such acceleration if all Events of Default,
other than the nonpayment of accelerated principal, have been cured or waived as
provided in the applicable indenture.

     A default under the third bullet point above will not constitute an Event
of Default until the applicable trustee or the holders of 25% in principal
amount of the outstanding debt securities of that series notify us of the
default and such default is not cured or waived within 60 days after receipt of
notice. The holders of a majority in principal amount of the outstanding debt
securities of a series may waive all past due defaults with respect to such
series, except with respect to nonpayment of principal, premium or interest or
sinking fund installment or analogous obligation with respect to the debt
securities of such series or in respect to a covenant or provision which
pursuant to the terms of an indenture cannot be modified or amended without the
consent of the holders of each outstanding debt security or such series
affected.

     No holder of any debt security will have any right to institute any
proceeding with respect to the applicable indenture or for any remedy
thereunder, unless that holder shall have previously given to the trustee
thereunder written notice of a continuing Event of Default and unless the
holders of at least 25% in aggregate principal amount of the outstanding debt
securities of such series shall have made written request, and offered
reasonable indemnity, to the trustee to institute such proceeding as trustee,
and the trustee shall not have received from the holders of a majority in
aggregate principal amount of the outstanding debt securities of such series a
direction inconsistent with such request and the trustee shall have failed to
institute such proceeding within 60 days. However, that limitation does not
apply to a suit instituted by a holder of a debt security for enforcement of
payment of the principal of (and premium, if any) or interest, if any, on such
debt security on or after the respective due dates expressed in such debt
security.

     Subject to provisions in each indenture relating to its duties in case an
Event of Default shall have occurred and be continuing, no trustee will be under
an obligation to exercise any of its rights or powers under that indenture at
the request or direction of any holders of debt securities then outstanding
under that indenture, unless the holders shall have offered to the applicable
trustee reasonable indemnity. Subject to the provisions in each indenture for
the indemnification of the applicable trustee, the holders of a majority in
aggregate principal amount of the outstanding debt securities of any series will
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the applicable trustee or exercising any trust or
power conferred on the trustee.

     Each indenture provides that the applicable trustee may withhold notice to
the holders of a series of debt securities of any default, except payment
defaults on those debt securities, if it considers such withholding to be in the
interest of the holders of that series of debt securities.

     We will be required to furnish to each trustee annually a certificate as to
our performance of certain of our obligations under the applicable indenture and
as to any default in performance.

DISCHARGE, LEGAL DEFEASANCE AND COVENANT DEFEASANCE

     The applicable indenture with respect to the debt securities of any series
may be discharged, subject to the terms and conditions as specified in the
applicable prospectus supplement when either:

                                        10


     - all debt securities, with the exceptions provided for in the indenture,
       of that series have been delivered to the applicable trustee for
       cancellation;

     - all debt securities of that series not theretofore delivered to the
       applicable trustee for cancellation:

      - have become due and payable;

      - will become due and payable at their stated maturity within one year; or

      - are to be called for redemption within one year; or

     - certain events or conditions occur as specified in the applicable
       prospectus supplement.

     If provision is made for the defeasance of debt securities of a series, and
if the debt securities of that series are registered securities and denominated
and payable only in U.S. dollars, then the provisions of each indenture relating
to defeasance will be applicable except as otherwise specified in the applicable
prospectus supplement for debt securities of that series. Defeasance provisions,
if any, for debt securities denominated in a foreign currency or currencies may
be specified in the applicable prospectus supplement.

     At our option, either:

     - we will be deemed to have been discharged from our obligations with
       respect to debt securities of any series, i.e. the "legal defeasance
       option"; or

     - we will cease to be under any obligation to comply with certain
       provisions of the applicable indenture with respect to certain covenants,
       if any, specified in the applicable prospectus supplement with respect to
       debt securities of any series, i.e. the "covenant defeasance option",

at any time after the conditions set forth in the applicable prospectus
supplement have been satisfied.

     In addition, each series of debt securities may provide additional or
different terms or conditions for the discharge or defeasance of some or all of
our obligations as may be specified in the applicable prospectus supplement.

SUBORDINATION

     Debt securities of a series may be subordinated to our "Senior
Indebtedness", which we define generally as money borrowed, including
guarantees, by us or, if applicable to any series of outstanding debt
securities, by the subsidiary guarantors, that are not expressly subordinate or
junior in right of payment to any of our or any subsidiary guarantor's other
indebtedness. However, Senior Indebtedness will not include certain of our or
any subsidiary guarantor's indebtedness for money borrowed or owing to a
subsidiary guarantor or indebtedness any subsidiary guarantor owes to us.
Additionally, with respect to each indenture, Senior Indebtedness will not
include the debt securities issued under that indenture. Subordinated debt
securities will be subordinate in right of payment, to the extent and in the
manner set forth in the indenture, and related supplemental indenture, and the
prospectus supplement relating to such series, to the prior payment of all of
our indebtedness and that of any subsidiary guarantor that is designated as
"Senior Indebtedness" with respect to the series.

     Upon any distribution to our creditors in a liquidation, dissolution or
reorganization of us, the payment of the principal of and premium, if any, and
interest on the subordinated debt securities will be subordinated to the extent
provided in the Subordinated Indenture in right of payment to the prior payment
in full of all Senior Indebtedness. Unless otherwise indicated in a prospectus
supplement, if, notwithstanding the foregoing, any payment by us described in
the previous sentence is received by the trustee under the Subordinated
Indenture or the holders of any of the debt securities issued under the
Subordinated Indenture before all Senior Indebtedness is paid in full, that
payment or distribution will be paid over to the holders of Senior Indebtedness
or on their behalf for application to the payment of all Senior Indebtedness
remaining unpaid until all Senior Indebtedness has been paid in full, after
giving effect to any concurrent payment or distribution to the holders of Senior
Indebtedness. After all Senior Indebtedness is paid in full and until the
subordinated debt securities are paid in full, the applicable holders of the
subordinated debt securities will be subrogated to the rights of holders of
Senior

                                        11


Indebtedness to the extent that distributions otherwise payable to holders of
the subordinated debt securities have been applied to the payment of Senior
Indebtedness. By reason of subordination, if a distribution of assets upon
insolvency occurs, certain of our general creditors will recover more, ratably,
than holders of the subordinated debt securities. Except as provided in a
prospectus supplement, no payment of principal and premium, if any, or interest
may be made on subordinated debt securities unless full payment of amounts then
due for principal, premium, if any, sinking funds and interest on Senior
Indebtedness has been made or duly provided for. However, in each of the
preceding circumstances, our obligation to make payment of the principal of and
premium, if any, and interest on the subordinated debt securities will not
otherwise be affected. In addition, the prospectus supplement for each series of
subordinated debt securities may provide that payments on account of principal,
premium, if any, or interest in respect of such debt securities may be delayed
or not paid under the circumstances and for the periods specified in that
prospectus supplement.

MODIFICATION AND WAIVER

     Without prior notice to or consent of any holders, we and the applicable
trustee, at any time and from time to time, may modify the applicable indenture
for any of the following purposes:

     - to evidence the succession of another corporation to our rights and the
       assumption by that successor of our covenants and obligations under the
       applicable indenture and under our debt securities issued thereunder in
       accordance with the terms of the applicable indenture;

     - to add to our covenants for the benefit of the holders of all or any
       series of our debt securities and, if those covenants are to be for the
       benefit of less than all series, that those covenants are expressly being
       included solely for the benefit of that series, or to surrender any of
       our rights or powers under the applicable indenture;

     - to add any additional Events of Default, and if those Events of Default
       are to be applicable to less than all series, stating that those Events
       of Default are expressly being included solely to be applicable to that
       series;

     - to change or eliminate any of the provisions of the applicable indenture,
       provided that any such change or elimination will become effective only
       when there is no outstanding debt security issued thereunder of any
       series created prior to such modification that is entitled to the benefit
       of such provision and as to which such modification would apply;

     - to secure the debt securities issued thereunder or to provide that any of
       our obligations under the debt securities or the applicable indenture
       shall be guaranteed and the terms and conditions for the release or
       substitution of the security on guarantee;

     - to supplement any of the provisions of the applicable indenture to the
       extent necessary to permit or facilitate the defeasance and discharge of
       any series of debt securities, provided that any such action will not
       adversely affect the interests of the holders of debt securities of that
       series or any other series of debt securities issued under the applicable
       indenture in any material respect;

     - to establish the form or terms of debt securities as permitted by the
       applicable indenture;

     - to evidence and provide for the acceptance of appointment thereunder by a
       successor trustee with respect to one or more series of debt securities
       and to add to or change any of the provisions of the applicable indenture
       as is necessary to provide for or facilitate the administration of the
       trusts thereunder by more than one trustee;

     - to cure any ambiguity, to correct or supplement any provision in the
       applicable indenture that may be defective or inconsistent with any other
       provision therein, to eliminate any conflict between the terms of the
       applicable indenture and the debt securities issued thereunder and the
       TIA or to make any other provisions with respect to matters or questions
       arising under the applicable indenture that will not be inconsistent with
       any provision of the applicable indenture; provided those other
       provisions do not adversely affect the interests of the holders of our
       outstanding debt securities of any series created thereunder prior to
       such modification in any material respect; or
                                        12


     - regarding the Subordinated Indenture only, to make any changes to
       terminate or limit the subordination benefits available to any holder of
       Senior Indebtedness.

     We and the applicable trustee will be permitted to make modifications and
amendments of an indenture with the consent of the holders of a majority in
aggregate principal amount of each series of outstanding debt securities issued
under that indenture which are affected by modification or amendment; provided,
however, that no modification or amendment may, without the consent of the
holder of each debt security of each series affected:

     - change the stated maturity of the principal of, or any installment of
       interest on, any debt security;

     - reduce the principal amount, or interest on, any debt security or the
       premium payable upon redemption thereof;

     - change the currency or currencies of payment of principal of (or premium,
       if any, on), or interest on, any debt security;

     - reduce the amount of the principal of a debt security that is issued with
       original issue discount which would be due and payable upon acceleration
       of the maturity of such debt security;

     - reduce the amount, or postpone the date fixed for, any payment under any
       sinking fund or analogous provision for a debt security;

     - impair the right to institute suit for the enforcement of any payment on
       or after the stated maturity date or redemption date, as applicable, with
       respect to any debt security;

     - adversely affect the right to convert any debt security into shares of
       our common stock as may be provided in any prospectus supplement and
       related supplemental indenture;

     - reduce the above-stated percentage of outstanding debt securities of any
       series necessary to modify or amend the applicable indenture;

     - reduce the percentage of aggregate principal amount of outstanding debt
       securities of any series necessary for waiver of compliance with certain
       provisions of the applicable indenture or for waiver of certain defaults
       and their consequences;

     - modify any provisions of the indenture relating to the modification and
       amendment provisions of the applicable indenture which cannot be modified
       or amended without the consent of each holder of an affected debt
       security or the waiver of past defaults, except modifications and
       amendments to the applicable indenture that make such provisions more
       restrictive; or

     - regarding the Subordinated Indenture only, modify any provisions relating
       to debt securities in a manner adverse to its holders.

     The holders of a majority in principal amount of the outstanding debt
securities of a series may waive our compliance with certain restrictive
provisions of the applicable indenture. The holders of a majority in principal
amount of the outstanding debt securities of a series may waive any past default
under the applicable indenture with respect to such series, except with respect
to the nonpayment of principal, premium or interest, or sinking fund installment
or analogous obligation with respect to the debt securities of such series.

     In no event may any modification make any change that adversely affects the
subordination rights of any holder of outstanding Senior Indebtedness unless
that holder, or its authorized representative, consents to the modification.

     A modification that changes or eliminates any covenant or other provision
of the applicable indenture with respect to one or more particular series of
debt securities, or that modifies the rights of the holders of debt securities
of that series with respect to that covenant or other provision, will be deemed
not to affect the rights under the applicable indenture of the holders of debt
securities of any other series.

                                        13


THE TRUSTEE

     The indentures will provide that, except during the continuance of an Event
of Default, the applicable trustee will perform only those duties specifically
set forth in the applicable indenture. During the existence of an Event of
Default, the trustee will exercise those rights and powers vested in it under
the indenture and use the same degree of care and skill in its exercise as a
prudent person would exercise under the circumstances in the conduct of that
person's own affairs.

     The indentures and the provisions of the TIA incorporated by reference in
the indentures will limit the rights of each of the trustees, if it becomes our
creditor, to obtain payment of claims in certain cases or to realize on certain
property received by it in respect of any claim as security or otherwise. Each
of the trustees is permitted to engage in other transactions with us or any
affiliate; provided, however, that if a trustee acquires any conflicting
interest (as defined in the applicable indenture or in the TIA), it must
eliminate any conflict or resign.

NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES OR STOCKHOLDERS

     None of our directors, officers, members, managers, employees or
stockholders, or directors, officers, members, managers, employees or
stockholders of our affiliates, shall have any personal liability in respect of
our obligations under any of the indentures or the debt securities by reason of
his, her or its status as a director, officer, member, manager, employee, or
stockholder.

APPLICABLE LAW

     The indentures and the debt securities will be governed by, and construed
in accordance with, the laws of the State of New York.

                         DESCRIPTION OF PREFERRED STOCK

     In this section, the words "Company", "our", "we" and "us" refer only to
Tesoro Petroleum Corporation, the issuer of the preferred stock, and not our
subsidiaries.

     The following describes general terms of preferred stock to which any
prospectus supplement may relate. The specific terms of a particular series of
preferred stock will be described in the prospectus supplement relating to that
series. The description of the terms of the particular series of preferred stock
set forth in the related prospectus supplement will not purport to be complete
and will be qualified in its entirety by reference to the certificate of
designations relating to the particular series of preferred stock, which will be
filed as an exhibit to the registration statement of which this prospectus forms
a part (or as an exhibit to a Current Report on Form 8-K or other SEC filing)
before we issue any preferred stock.


     Our board of directors, without any further action by our stockholders, is
authorized to issue up to 5,000,000 shares of preferred stock, no par value, and
to divide the preferred stock into one or more series. Our board of directors
also is authorized to fix by resolution or resolutions any of the designations,
powers, preferences and rights, and the qualifications, limitations, or
restrictions, of the shares of each series, including, but not limited to,
dividend rates, conversion rights, voting rights, terms of redemption and
liquidation preferences, and the number of shares constituting each series. As
of August 1, 2002, we had no shares of preferred stock outstanding. The issuance
of preferred stock may have the effect of delaying, deterring, or preventing a
change in control of Tesoro Petroleum Corporation. The preferred stock will be
fully paid and nonassessable upon issuance against full payment of the purchase
price for that stock.


     The designations, powers, preferences and rights, and the qualifications,
limitations, or restrictions of the preferred stock of each series will be fixed
by the certificate of designations relating to that series. The prospectus
supplement relating to each series will specify the terms of the preferred stock
as follows:

     - the maximum number of shares to constitute that series and the
       distinctive designation of that series;

                                        14


     - the annual dividend rate, if any, on shares of that series, whether the
       rate is fixed or variable or both, the date or dates from which dividends
       will begin to accrue or accumulate, whether dividends will be cumulative
       and whether the dividends will be payable solely in cash or may be paid
       in additional shares of preferred stock;

     - the price at which, and the terms and conditions on which, the shares of
       that series may be redeemed, including the time during which shares of
       that series may be redeemed and any accumulated dividends thereon that
       the holders of shares of that series shall be entitled to receive upon
       the redemption thereof;

     - the liquidation preference, if any, and any accumulated dividends
       thereon, that the holders of shares of that series shall be entitled to
       receive upon the liquidation, dissolution, or winding up of our affairs;

     - whether or not the shares of that series will be subject to operation of
       a retirement or sinking fund, and, if so, the extent and manner in which
       any fund shall be applied to the purchase or redemption of the shares of
       that series for retirement or for other corporate purposes, and the terms
       and provisions relating to the operation of that fund;

     - the terms and conditions, if any, on which the shares of that series
       shall be convertible into, or exchangeable for, debt securities, shares
       of any other class or classes of our capital stock, or any series of any
       other class or classes, or of any other series of the same class,
       including the price or prices or the rate or rates of conversion or
       exchange, whether the conversion or exchange will be mandatory and the
       method, if any, of adjusting the conversion or exchange and any other
       applicable provisions;

     - the voting rights, if any, on the shares of that series; and

     - any or all other preferences and relative, participating, operational, or
       other special rights, qualifications, limitations, or restrictions on
       that series of preferred stock.

     Any applicable prospectus supplement generally will describe the federal
income tax consequences and special considerations applicable to any series of
preferred stock.

                          DESCRIPTION OF COMMON STOCK

     In this section, the words "Company", "our", "we" and "us" refer only to
Tesoro Petroleum Corporation, the issuer of the common stock, and not our
subsidiaries.


     We are currently authorized by our certificate of incorporation, as
amended, to issue up to 100,000,000 shares of common stock, par value $0.16 2/3
per share. Our common stock is listed on the New York Stock Exchange and the
Pacific Exchange under the symbol "TSO". The holders of common stock are
entitled to one vote for each share held of record on all matters submitted to a
vote of stockholders. Subject to preferences that may be applicable to any
outstanding preferred stock, holders of common stock are entitled to receive
ratably any dividends as may be declared by our board of directors out of funds
legally available for that purpose. In the event of our liquidation,
dissolution, or winding up, holders of common stock are entitled to share
ratably in all assets remaining after payment of liabilities and liquidation
preference of any outstanding preferred stock. Holders of common stock have no
preemptive rights and have no rights to convert their common stock into any
other securities. There are no redemption provisions with respect to any shares
of common stock. All of the outstanding shares of common stock are, and any
common stock offered by an applicable prospectus supplement will be, upon
issuance against full payment of the related purchase price, fully paid and
nonassessable. We currently do not pay dividends on our common stock and our
senior secured credit facility and our indentures contain covenants limiting our
ability to pay dividends. As of August 1, 2002, 64,609,232 shares of our common
stock were issued and outstanding.


     The transfer agent and registrar for our common stock is Mellon Investor
Services LLC.
                                        15


            CERTAIN ANTI-TAKEOVER CONSIDERATIONS; CHANGE OF CONTROL

     Certain provisions of the Delaware General Corporation Law (the "Delaware
Law") may be considered to have an anti-takeover effect. Section 203 of the
Delaware Law prohibits a corporation from engaging in a "business combination"
(as hereinafter defined) with an "interested stockholder" (defined generally to
mean a person who, together with his affiliates, owns, or if the person is an
affiliate of the corporation did own within the last three years, 15% or more of
the outstanding voting stock of the corporation) for a period of three years
after the date of the transaction in which the person became an interested
stockholder, unless:

     - prior to the date of the business combination, the board of directors of
       the corporation approved the business combination or the transaction in
       which the stockholder became an interested stockholder;

     - as a result of the business combination, the interested stockholder owned
       at least 85% of the voting stock of the corporation outstanding at the
       time the transaction commenced; or

     - on or subsequent to the date of the business combination, the board of
       directors and the holders of at least 66 2/3% of the outstanding voting
       stock not owned by the interested stockholder approve the business
       combination.

     The Delaware Law defines a "business combination" generally as:

     - a merger or consolidation with the interested stockholder or with any
       other corporation if the merger or consolidation is caused by the
       interested stockholder;

     - a sale or other disposition to or with an interested stockholder of
       assets with an aggregate market value greater than or equal to 10% or
       more of either the aggregate market value of all assets of the
       corporation or the aggregate market value of all of the outstanding stock
       of the corporation;

     - with certain exceptions, any transaction resulting in the issuance or
       transfer by the corporation or any majority-owned subsidiary of any stock
       of the corporation or such subsidiary to the interested stockholder;

     - any transaction involving the corporation or a majority-owned subsidiary
       that has the effect of increasing the proportionate share of the stock of
       the corporation or any such subsidiary owned by the interested
       stockholder; or

     - any receipt by the interested stockholder of the benefit of any loans or
       other financial benefits provided by the corporation or any
       majority-owned subsidiary.

     The Delaware Law permits a corporation to elect not to be governed by
Section 203. We have not made such an election.

     Our Restated Certificate of Incorporation contains provisions that require
a higher percentage of stockholders' votes to approve an "interested
combination" (as defined below) than would otherwise be required by Delaware
Law. Pursuant to these provisions, an "involved stockholder" is defined
generally to mean any person, who at the record date for the determination of
stockholders entitled to vote thereon or consent thereto, or at any time within
the preceding twelve months has been, the beneficial owner of 10% or more of the
outstanding shares of our stock entitled to vote-in elections of directors. The
holders of not less than 80% of the outstanding shares of our capital stock
entitled to vote in the election of directors must approve the "interested
combination" with an "involved stockholder." The term "interested combination"
is defined generally to include any of the following transactions in which an
"involved stockholder" is involved:

     - a merger or consolidation;

     - sale or other disposition of all or substantially all the assets, or any
       part of such assets having a then fair market value equal to or greater
       than 50% of the then fair market value of our total assets; and

     - the issuance or transfer by us of any of our voting securities in
       exchange or payment for the securities or assets of the "involved
       stockholder".

                                        16


     The special stockholder voting requirement is not applicable to an
"interested combination" involving an "involved stockholder" if our board of
directors by resolution shall have approved a memorandum of understanding with
such other person setting forth the principal terms of such transaction and such
transaction is substantially consistent therewith, provided that a majority of
those members of our board of directors voting in favor of such resolution were
duly elected and acting members of our board of directors prior to the time such
"involved stockholder" became the beneficial owner of 10% or more of the
outstanding shares of our capital stock entitled to vote in elections of
directors.

     In addition, our Restated Certificate of Incorporation and Bylaws contain a
number of provisions which may be deemed to have the effect of discouraging or
delaying attempts to gain control of the Company, including:

     - authorizing directors to fill vacancies on our board of directors that
       occur between annual meetings;

     - restricting the persons who may call a special meeting of stockholders;

     - authorizing the issuance of preferred stock;

     - requiring advanced notice for stockholder proposals;

     - requiring the board of directors to fix a record date prior to conducting
       a consent solicitation; and

     - our lack of cumulative voting rights to elect our board of directors.

     Under certain circumstances, Section 203 of the Delaware Law and our
Restated Certificate of Incorporation and Bylaws may make it more difficult for
a person who would be an "interested stockholder" or "involved stockholder" to
effect various business combinations with us. It is anticipated that the
provisions of Section 203 of the Delaware Law and our Restated Certificate of
Incorporation and Bylaws may encourage companies interested in acquiring us to
negotiate in advance with our board of directors. Notwithstanding the foregoing,
Section 203 of the Delaware Law and our Restated Certificate of Incorporation
and Bylaws could result in:

     - the Company being less attractive to a potential acquiror; and

     - our stockholders receiving less for their shares of common stock or
       preferred stock than otherwise might be available in the event of a
       take-over attempt.

                        DESCRIPTION OF DEPOSITARY SHARES

GENERAL

     In this section, the words "Company", "our", "we" and "us" refer only to
Tesoro Petroleum Corporation, the issuer of the depositary shares, and not our
subsidiaries.

     The following summary and the summary in any prospectus supplement of the
terms and provisions of the depositary shares and depositary receipts do not
purport to be complete and are subject to and qualified in their entirety by
reference to the applicable deposit agreement. The following describes general
terms and provisions of the depositary shares and depositary receipts to which
any prospectus supplement may relate. Other terms (which may differ from the
terms described below) will be described in the applicable prospectus supplement
and the depositary shares and depositary receipts will be governed by the
applicable deposit agreement. In connection with an offering of depositary
shares, we will file the form of deposit agreement, including the form of
depositary receipt, as an exhibit to the registration statement of which this
prospectus forms a part (or as an exhibit to a Current Report on Form 8-K or
other SEC filing). No deposit agreement will be restated in its entirety in a
prospectus supplement. We urge you to read the more detailed provisions of the
deposit agreement and the depositary receipt because they, and not this
description, will control the rights of holders of depositary shares and
depositary receipts.

     We may, at our option, elect to offer fractional interests in shares of
preferred stock, rather than full shares of preferred stock. If that option is
exercised, we will issue to the public receipts for depositary

                                        17


shares, each of which will represent a fraction (to be set forth in the
applicable prospectus supplement) of a share of a particular series of preferred
stock as described below.

     The shares of any series of preferred stock represented by depositary
shares will be deposited under a deposit agreement between us and a bank or
trust company selected by us having its principal office in the United States
and having a combined capital and surplus of at least $50,000,000 (a
"depositary"). Subject to the terms of the deposit agreement, each owner of a
depositary share will be entitled, in proportion to the applicable fraction of a
share of preferred stock underlying the depositary share, to all the rights and
preferences of the preferred stock underlying the depositary share (including
dividend, voting, redemption, conversion and liquidation rights).

     The depositary shares will be evidenced by depositary receipts issued
pursuant to the deposit agreement ("depositary receipts"). Depositary receipts
will be distributed to those persons purchasing the fractional interests in
shares of preferred stock in accordance with the terms of the applicable
offering.

     The depositary may, upon our written order, issue temporary depositary
receipts substantially identical to (and entitling the holders thereof to all
the rights pertaining to) the definitive depositary receipts but not in
definitive form. Definitive depositary receipts will then be prepared without
unreasonable delay, and temporary depositary receipts will be exchangeable for
definitive depositary receipts at our expense. In addition, subject to the terms
of the deposit agreement, holders of depositary shares will be entitled to
withdraw and receive, upon surrender of depositary receipts, certificates
evidencing the fractional number of shares of preferred stock (but only whole
shares thereof) represented by the depositary receipts. We will not issue
partial shares.

DIVIDENDS AND OTHER DISTRIBUTIONS

     The depositary will distribute all cash dividends or other cash
distributions received in respect of the preferred stock to the record holders
of depositary shares relating to preferred stock in proportion to the number of
depositary shares owned by the holders. The depositary will distribute only the
amount, however, that can be distributed without attributing to any holder of
depositary shares a fraction of one cent. Any remaining fractional balance will
be held by the depositary (without liability for interest) and will be added to
and treated as part of the next sum received by the depositary for distribution
to record holders of depositary receipts then outstanding.

     If a distribution is made other than in cash, the depositary will
distribute property received by it to the appropriate record holders of
depositary shares, in proportion to the number of depositary shares owned by the
holders, unless the depositary determines that it is not feasible to make the
distribution. If this occurs, the depositary may, with our approval, adopt a
method it deems equitable and practicable to complete the distribution,
including the sale of the property and distribution of the net proceeds from the
sale to the holders.

REDEMPTION OR REPURCHASE OF DEPOSITARY SHARES

     If a series of preferred stock represented by depositary shares is subject
to redemption or repurchase, the depositary shares will be redeemed or
repurchased from the proceeds received by the depositary resulting from the
redemption or repurchase, in whole or in part, of that series of preferred stock
held by the depositary. The redemption or repurchase price per depositary share
will be equal to the applicable fraction of the redemption or repurchase price
per share payable with respect to that series of the preferred stock. Whenever
we redeem or repurchase shares of preferred stock held by the depositary, the
depositary will redeem or repurchase as of the same redemption or repurchase
date the number of depositary shares representing the shares of preferred stock
so redeemed or repurchased. If fewer than all the depositary shares are to be
redeemed or repurchased, the depositary shares to be redeemed or repurchased
will be selected by lot or pro rata or by any other equitable method as the
depositary may determine.

                                        18


CONVERSION OF DEPOSITARY SHARES

     The depositary shares, as such, are not convertible into shares of our
common stock or any other of our securities or property. Nevertheless, if so
provided in the applicable prospectus supplement, holders may surrender their
depositary receipts to the depositary with written instructions to the
depositary to instruct us to convert the preferred stock represented by the
depositary shares evidenced by those depositary receipts into whole shares of
common stock. Upon receipt of instructions and any amounts payable in respect of
the conversion, we will cause the delivery of:

     - a certificate or certificates evidencing the number of whole shares of
       common stock into which the preferred stock represented by the depositary
       shares evidenced by the depositary receipt or depositary receipts has or
       have been converted; and

     - any money or other property to which the holder is entitled.

     If the depositary shares represented by a depositary receipt are to be
converted in part only, a new depositary receipt or depositary receipts will be
issued for any depositary shares not to be converted. No fractional shares of
common stock will be issued upon conversion, and if any conversion would
otherwise result in a fractional share being issued we will pay, an amount in
cash equal to the value of the fractional interest based on the closing price of
the common stock on the last business day prior to the conversion.

VOTING THE PREFERRED STOCK

     Upon receipt of notice of any meeting at which the holders of the preferred
stock represented by depositary shares are entitled to vote, the depositary will
mail the information contained in the notice of meeting to the record holders of
the depositary shares relating to the preferred stock. Each record holder of the
depositary shares on the record date (which will be the same date as the record
date for the preferred stock) will be entitled to instruct the depositary as to
the exercise of the voting rights pertaining to the amount of the preferred
stock represented by the holder's depositary shares. The depositary will vote,
as is reasonably practicable, the amount of the preferred stock represented by
the depositary shares in accordance with those instructions, and we will agree
to take all action which the depositary deems necessary to enable the depositary
to do so. The depositary will abstain from voting shares of the preferred stock
represented by depositary shares to the extent it does not receive specific
instructions from the holders of depositary shares representing the preferred
stock.

AMENDMENT AND TERMINATION OF THE DEPOSITARY AGREEMENT

     The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may at any time and from time to time be
amended by agreement between us and the depositary. However, any amendment that
materially and adversely alters the rights of the holders of depositary shares
will not be effective unless that amendment has been approved by the holders of
at least a majority of the depositary shares then outstanding under the deposit
agreement. Each deposit agreement will provide that at the time any amendment
becomes effective, each holder of depositary shares that continues to hold the
depositary shares will be deemed to have consented to the amendment and will be
bound thereby. A deposit agreement may be terminated by us or the depositary
only if:

     - all outstanding depositary shares relating to that agreement have been
       redeemed; or

     - there has been a final distribution in respect of the preferred stock
       underlying the depositary shares in connection with our liquidation,
       dissolution or winding up and the distribution has been distributed to
       the holders of the related depositary receipts.

CHARGES OF DEPOSITARY

     We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will pay charges of
any depositary in connection with the initial deposit of the preferred stock and
the initial issuance of the depositary shares and any redemption or conversion
of

                                        19


the preferred stock. Holders of depositary receipts will pay other transfer and
other taxes and governmental charges and any other charges, including a fee for
the withdrawal of shares of preferred stock upon surrender of depositary
receipts, as are expressly provided in the relevant deposit agreement to be for
their accounts.

MISCELLANEOUS

     The depositary will forward to holders of depositary receipts all reports
and communications from us that are delivered to the depositary and which we are
required to furnish to the holders of the preferred stock.

     Neither any depositary nor we will assume any obligation or will be subject
to any liability under a deposit agreement to holders of the depositary shares
other than for its negligence or willful misconduct. Neither any depositary nor
we will be liable if it is prevented or delayed by law or any circumstance
beyond its control in performing its obligations under a deposit agreement. The
depositary's and our obligations under a deposit agreement will be limited to
performance in good faith of its duties under that agreement, and it will not be
obligated to prosecute or defend any legal proceeding in respect of any
depositary shares or preferred stock unless satisfactory indemnity is furnished.
We and any depositary may rely on written advice of counsel or accountants, on
information provided by persons presenting preferred stock for deposit, holders
of depositary shares or other persons believed in good faith to be competent to
give information and on documents believed to be genuine and to have been signed
or presented by the proper party or parties.

RESIGNATION AND REMOVAL OF DEPOSITARY

     A depositary may resign at any time by delivering to us notice of its
election to resign. We may at any time remove any depositary, any resignation or
removal to take effect upon the appointment of a successor depositary and its
acceptance of an appointment. The successor depositary must be appointed within
60 days after delivery of the notice of resignation or removal and must be a
bank or trust company having its principal office in the United States and
having a combined capital and surplus of at least $50,000,000.

                                        20


                    DESCRIPTION OF STOCK PURCHASE CONTRACTS

     In this section, the words "Company", "our", "we" and "us" refer to Tesoro
Petroleum Corporation, the issuer of the stock purchase contracts, and not our
subsidiaries.

     The following summary, and the summary in any prospectus supplement of the
terms and provisions of the stock purchase contracts, do not purport to be
complete and are subject to, and qualified in, their entirety by reference to
the applicable stock purchase contract agreement. The following describes
general terms and provisions of the stock purchase contract agreement to which
any prospectus supplement may relate. Other terms (which may differ from the
terms described below) will be described in the applicable prospectus
supplement. In connection with an offering of stock purchase contracts, we will
file a stock purchase contract agreement as an exhibit to the registration
statement of which this prospectus forms a part (or as an exhibit to a Current
Report on Form 8-K or other SEC filing). No stock purchase contract agreement
will be restated in its entirety in a prospectus supplement. We urge you to read
the stock purchase contract agreement and, if applicable, collateral
arrangements and depository arrangements relating to the stock purchase
contracts because they, and not this description, will control the rights of the
holders of the stock purchase contracts.

     We may issue stock purchase contracts, including contracts obligating
holders to purchase from us, and obligating us to sell to the holders, a
specified number of shares of our common stock or preferred stock at a future
date or dates. The consideration per share of common stock or preferred stock
may be fixed at the time the stock purchase contracts are issued or may be
determined by reference to a specific formula set forth in the stock purchase
contracts. Any such formula may include anti-dilution provisions to adjust the
number of shares issuable pursuant to such stock purchase contracts upon the
occurrence of certain events. The stock purchase contracts may require us to
make periodic payments to the holders of the stock purchase contracts or vice
versa, and such payments may be unsecured or prefunded on some basis. The stock
purchase contracts may require holders to secure their obligations thereunder in
a specified manner.

     The applicable prospectus supplement will describe the specific terms and
other provisions of any stock purchase contracts, including any federal income
tax consequences applicable to any stock purchase contracts.

                            DESCRIPTION OF WARRANTS

     In this section, the words "Company", "our", "we" and "us" refer only to
Tesoro Petroleum Corporation, the issuer of the warrants, and not our
subsidiaries.

     The following summary, and the summary in any prospectus supplement of the
terms and provisions of the warrants, do not purport to be complete and are
subject to and qualified in their entirety by reference to the applicable
warrant agreements. The following describes general terms and provisions of the
warrants to which any prospectus supplement may relate. Other terms, and the
particular terms of a specific series of warrants, (which may differ from the
terms described below) will be described in the applicable prospectus supplement
relating to that series of warrants. In connection with an offering of any
series of warrants, we will file either a debt warrant agreement or stock
warrant agreement as an exhibit to the registration statement of which this
prospectus forms a part (or as an exhibit to the Current Report on Form 8-K or
other SEC filing). No warrant agreement will be restated in its entirety in a
prospectus supplement. We urge you to read the applicable form of warrant
agreement because it, and not this description, will control the rights of the
holders of the stock purchase contracts.

     We may issue warrants to purchase debt securities, common stock or
preferred stock (which may be represented by depositary shares). We may issue
warrants independently or together with any other securities as units and may
attach them to or separate them from other securities. We will issue any
warrants under separate warrant agreements to be entered into between us and a
warrant agent specified in any applicable prospectus supplement.

                                        21


TERMS

     The warrant agent will act solely as our agent in connection with a series
of warrants and will not assume any obligation or relationship of agency for or
with holders or beneficial owners of warrants.

     The warrants will be denominated in U.S. dollars or in such foreign
currency, currency unit or composite currency as indicated in any applicable
prospectus supplement. The applicable prospectus supplement will describe the
terms of any series of warrants in respect of which this prospectus is being
delivered, including, where applicable, the following:

     - the title of the warrants;

     - the aggregate number of the warrants;

     - the price or prices for which the warrants will be issued;

     - the currency, currency unit or composite currency in which the price for
       the warrants will be payable;

     - the designation, principal amount or number and terms of the debt
       securities, common stock or preferred stock purchasable upon exercise of
       the warrants, and procedures pursuant to which such numbers may be
       adjusted;

     - the designation and terms of the debt securities, common stock or
       preferred stock, if any, with which the warrants are issued and the
       number of warrants issued with each security;

     - the date, if any, on and after which the warrants and the related
       underlying security will be separately transferable;

     - the exercise price or prices at which the debt securities, common stock
       or preferred stock purchasable upon exercise of the warrants may be
       purchased, or provisions for determining the exercise price or prices,
       procedures pursuant to which the exercise price or prices may be
       adjusted, and (if not U.S. dollars) the foreign currency, currency unit
       or composite currency in which the exercise price or prices are
       denominated;

     - the date on which the right to exercise the warrants will commence and
       the date on which that right will expire;

     - any applicable anti-dilution provisions of the warrants;

     - any applicable redemption or call provisions;

     - whether the warrants will be issued in bearer, registered or global form;

     - the minimum or maximum amount of warrants that may be exercised at any
       one time;

     - information with respect to book-entry procedures, if any;

     - a discussion of certain U.S. federal income tax considerations; and

     - any other terms of the warrants, including terms, procedures and
       limitations relating to the transferability, exchange and exercise of the
       warrants.

     Until they exercise their warrants, holders of warrants will not have any
of the rights of holders of the securities purchasable upon exercise, and will
not be entitled to:

     - receive payments of principal of (or premium, if any, on) or interest, if
       any, on any debt securities purchasable upon exercise;

     - receive dividend payments, if any, with respect to any underlying
       securities; or

     - exercise the voting rights of any common stock or preferred stock
       purchasable upon exercise.

                                        22


EXERCISE OF WARRANTS

     Unless otherwise indicated in any applicable prospectus supplement, the
warrants will be issued in registered form. Each warrant will entitle its holder
to purchase for cash the principal amount or number of our securities at the
exercise price set forth in, or determinable from, the applicable prospectus
supplement relating to the warrants offered thereby. Warrants may be exercised
as described in the applicable prospectus supplement at any time up to the close
of business on the expiration date set forth in the prospectus supplement. After
the close of business on the expiration date (or any later expiration date, if
we extend the expiration date), unexercised warrants will become void.

     Upon receipt of payment and of the certificate evidencing a warrant,
properly completed and duly executed, at the corporate trust office of the
warrant agent or any other office indicated in the applicable prospectus
supplement, we will, as soon as practicable, forward the securities purchasable
upon such exercise. If less than all of the warrants represented by a
surrendered warrant certificate are exercised, a new warrant certificate will be
issued for the remaining warrants.

MODIFICATIONS

     We and the warrant agent may amend the warrant agreements and the terms of
the warrants, without the consent of the holders of warrants:

     - to cure any ambiguity, defect or inconsistency;

     - to provide for the assumption of our obligations to holders of warrants
       in the case of a merger or consolidation or sale of all or substantially
       all of our assets;

     - to make any change that we deem necessary or desirable and that will not
       materially and adversely affect the interests of holders of outstanding
       warrants; or

     - to provide for a successor warrant agent.

     We and the warrant agent also may modify or amend certain other terms of
the warrant agreements and the warrants with the consent of the holders of a
majority in number of the then-outstanding unexercised warrants affected.
However, no such modification or amendment may be made without the consent of
the affected holders if the amendment would:

     - shorten the period of time during which the warrants may be exercised;

     - otherwise materially and adversely affect the exercise rights of the
       holders of the warrants; or

     - reduce the number of outstanding warrants.

MERGER, CONSOLIDATION OR SALE OF ASSETS

     If at any time there occurs a merger of, consolidation of, or sale of
substantially all of the assets of, Tesoro Petroleum Corporation, as a result of
which securities underlying warrants are converted into the right to receive
such securities or other property, then each outstanding warrant will thereafter
only be exercisable for the kind and amount of such securities or other property
receivable upon the consummation of that transaction by a holder of the number
of securities underlying the warrant.

ENFORCEABILITY OF RIGHTS BY HOLDERS

     The warrant agent will act solely as our agent in connection with the
issuance and exercise of any warrants. The warrant agent will have no duty or
responsibility if we default in the performance of our obligations under the
warrant agreements or the warrant certificates. Each holder of warrants may,
without the consent of the warrant agent, enforce by appropriate legal action,
on its own behalf, its right to exercise its warrants.

                                        23


                              DESCRIPTION OF UNITS

     We may issue units comprised of any one or more of the following: debt
securities, shares of preferred stock or common stock, depositary shares, stock
purchase contracts, warrants or guarantees. The applicable prospectus supplement
will describe the specific terms and other provisions of any units, including
any federal income tax consequences applicable to any units.

                            SELLING SECURITYHOLDERS

     In addition to covering the offering of securities by us, this prospectus
covers the offering for resale of securities by selling securityholders. The
applicable prospectus supplement will set forth, with respect to each selling
securityholder,

     - the name of the selling securityholder,

     - the nature of any position, office or other material relationship that
       the selling securityholder will have had within the prior three years
       with the Company or any of its predecessors or affiliates,

     - the type and amount of securities owned by the selling securityholder
       prior to the offering,

     - the type and amount of securities to be offered for the selling
       securityholder's account and

     - the amount and (if one percent or more) the percentage of securities to
       be owned by the selling securityholder after completion of the offering.

     The selling securityholders may include or consist of, from time to time,
such underwriters or other persons with whom we may enter into standby
arrangements from time to time as described under "Plan of Distribution".

                              PLAN OF DISTRIBUTION

DISTRIBUTION BY THE COMPANY

     We may offer or sell the securities:

     - through underwriters as named in the applicable prospectus supplement;

     - directly to investors or to other purchasers or through dealers or
       agents; or

     - through a combination of these two methods of sale.

     We may sell the securities as soon as practicable after effectiveness of
the registration statement of which this prospectus is a part.

     A prospectus supplement will set forth the terms of the offering of the
particular series of securities offered by that prospectus supplement,
including:

     - the name or names of any underwriters or agents;

     - the initial public offering or purchase price of that series of
       securities;

     - any underwriting discounts, commissions, and other items constituting
       underwriters' compensation and any other discount, concessions, or
       commissions allowed or reallowed or paid by any underwriters to other
       dealers;

     - any commissions paid to any agents;

     - the net proceeds to us from the sales; and

     - any securities exchanges or markets on which the securities may be
       listed.

     Unless otherwise set forth in the prospectus supplement relating to a
particular series of securities, the obligations of the underwriters to purchase
a series of securities will be subject to certain conditions precedent and each
of the underwriters with respect to a series of securities will be obligated to
purchase

                                        24


all of the securities of the series allocated to it if any securities are
purchased. Any initial public offering price and any discounts or concessions
allowed, reallowed, or paid to dealers may be changed from time to time.

     The securities also may be offered and sold, if so indicated in the
applicable prospectus supplement, in connection with a remarketing upon their
purchase, in accordance with a redemption or repayment pursuant to their terms,
or otherwise, by one or more firms ("remarketing firms"), acting as principals
for their own accounts or as our agents. Any remarketing firm will be identified
and the terms of its agreement, if any, with us, and its compensation will be
described in the applicable prospectus supplement. Remarketing firms may be
deemed to be underwriters, as that term is defined in the Securities Act of
1933, as amended (the "Securities Act"), in connection with the remarketed
securities.

     We may offer and sell the securities directly or through agents designated
by us from time to time. Unless otherwise indicated in the related prospectus
supplement, each agent will be acting on a best efforts basis for the period of
its appointment. Any agent participating in the distribution of securities may
be deemed to be an "underwriter", as that term is defined in the Securities Act,
of the securities offered and sold. The securities also may be sold to dealers
at the applicable price to the public set forth in the prospectus supplement
relating to that series of securities. The dealers may be deemed to be
"underwriters" within the meaning of the Securities Act. Underwriters, dealers
and agents may be entitled, under agreements we enter into with them, to our
indemnification against certain civil liabilities, including liabilities under
the Securities Act.

     Underwriters, dealers and agents may engage in transactions with, or
perform services for, or be customers of, us in the ordinary course of business.

     Other than the common stock, preferred stock and senior debt securities,
all securities offered will be a new issue of securities with no established
trading market. Any underwriter to whom we sell Securities for public offering
and sale may make a market in those securities, but the underwriters will not be
obligated to do so and may discontinue any market making at any time without
notice. The securities may or may not be listed on a national securities
exchange or a foreign securities exchange, except that the common stock is
listed for trading on the NYSE and the PCX. Any common stock sold pursuant to a
prospectus supplement will be listed for trading on the NYSE and the PCX,
subject to official notice of issuance. No assurance can be given as to the
liquidity of or the trading markets for any securities.

DISTRIBUTION BY SELLING SECURITYHOLDERS

     Selling securityholders may distribute securities from time to time in one
or more transactions (which may involve block transactions) on the NYSE and the
PCX, in the over-the-counter market, in transactions otherwise than on the NYSE
and the PCX or in the over-to-counter market, or in a combination of any of
these transactions. Selling securityholders may sell securities at market prices
prevailing at the time of sale, at prices related to the prevailing market
prices, at negotiated prices or at fixed prices. Selling securityholders may
from time to time offer their securities through underwriters, brokers, dealers
or agents, who may receive compensation in the form of underwriting discounts,
commissions or concessions from selling securityholders or the purchasers of the
securities for whom they act as agent. From time to time selling securityholders
may engage in short sales, short sales against the box, puts and calls and other
transactions in securities of the Company, or derivatives thereof, and may sell
and deliver their shares in connection therewith. In addition, selling
securityholders may from time to time sell their securities in transactions
permitted by Rule 144 under the Securities Act.

     As of the date of this prospectus, we have not engaged any underwriter,
broker, dealer or agent in connection with any distribution of securities
pursuant to this prospectus by selling securityholders. To the extent required,
the type and amount of securities to be sold, the purchase price, the name of
any applicable agent, broker, dealer or underwriter and any applicable
commissions with respect to a particular offer will be set forth in the
applicable prospectus supplement. The aggregate net proceeds to selling
securityholders from the sale of their securities offered hereby will be the
sale price of those shares, less any commissions and other expenses of issuance
and distribution not borne by us.

                                        25


     Selling securityholders and any brokers, dealers, agents or underwriters
that participate with selling securityholders in a distribution of securities
may be deemed to be "underwriters" within the meaning of the Securities Act, in
which event any discounts, concessions and commissions received by such brokers,
dealers, agents or underwriters and any profit on the resale of the shares
purchased by them may be deemed to be underwriting discounts and commissions
under the Securities Act.

     The applicable prospectus supplement will set forth the extent to which we
will have agreed to bear fees and expenses of selling securityholders in
connection with the registration of securities being offered hereby by them. We
may, if so indicated in the applicable prospectus supplement, agree to indemnify
selling securityholders against certain civil liabilities, including liabilities
under the Securities Act.

                                 LEGAL MATTERS

     Our legal counsel, Fulbright & Jaworski L.L.P., will pass upon certain
legal matters with respect to the validity of the securities unless otherwise
specified in a prospectus supplement relating to particular securities.

                                    EXPERTS

     The financial statements incorporated in this prospectus by reference from
the Annual Report on Form 10-K for the year ended December 31, 2001 of Tesoro
Petroleum Corporation have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.

     The combined financial statements of The North Dakota and Utah Refining and
Marketing Business of BP Corporation North America Inc. as of December 31, 2000
and 1999, and for each of the three years in the period ended December 31, 2000,
included in Amendment No. 1 to Tesoro Petroleum Corporation's Current Report on
Form 8-K filed on October 24, 2001 and incorporated herein by reference, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
combined financial statements are incorporated herein by reference in reliance
upon such report given on the authority of such firm as experts in accounting
and auditing.

     The financials statements as of December 31, 2001 and 2000 and for the year
ended December 31, 2001 and the four month period ended December 31, 2000 of the
Golden Eagle Refining and Marketing Assets Business included in Tesoro Petroleum
Corporation's Current Report on Form 8-K filed on February 25, 2002, as amended
by Amendment No. 1 to Tesoro Petroleum Corporation's Current Report on Form 8-K
filed on April 22, 2002, incorporated by reference in this prospectus, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are incorporated herein in reliance upon
the authority of such firm as experts in accounting and auditing in giving such
report. After reasonable efforts, we have not been able to obtain Arthur
Andersen LLP's consent to the incorporation by reference of its audit report
dated February 14, 2002 (Note 16 is dated February 20, 2002) into this
prospectus. However, Rule 437a under the Securities Act of 1933 permits us to
file the registration statement of which this prospectus is a part without
Arthur Andersen LLP's written consent. Accordingly, investors will not be able
to sue Arthur Andersen LLP pursuant to Section 11(a)(4) of the Securities Act of
1933, and any recovery under that section you may have may be limited as a
result of the lack of Arthur Andersen LLP's consent.

                                        26


                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The following table sets forth the costs and expenses, other than selling
or underwriting discounts and commissions, we will incur in connection with the
issuance and distribution of the Securities being registered. All amounts shown
are estimated except the SEC registration fee.

                                                            
 SEC registration fee.......................................   $  92,000
*Printing and engraving expenses............................     150,000
*Legal fees and expenses....................................     200,000
*Accounting fees and expenses...............................     100,000
*Trustees' fees and expenses................................      40,000
*Rating agency fees and expenses............................      50,000
*Depositary fees and expenses...............................      40,000
*Miscellaneous..............................................      28,000
                                                               ---------
          Total.............................................   $ 700,000
                                                               =========



- ---------------

* Estimated for the purposes of completing the information required pursuant to
  this Item 14.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement in connection with specified actions, rules, or
proceedings, whether civil, criminal, administrative, or investigative (other
than action by or in the right of the corporation "derivative action"), if they
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation. With respect to any criminal
action or proceeding, the director, officer, or employee had no reasonable cause
to believe their conduct was unlawful. A similar standard is applicable in the
case of derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with the defense or
settlement of the action. The statute also requires court approval before there
can be any indemnification where the person seeking indemnification has been
found liable to the corporation. The statute provides that it is not exclusive
of other indemnification that may be granted by a corporation's charter,
by-laws, disinterested director vote, stockholder vote, agreement, or otherwise.

     Article II, Section 2.9 of our By-laws requires indemnification to the full
extent authorized or permitted by the laws of the State of Delaware of any
person who is made, or threatened to be made, a party to an action, suit or
proceeding (whether civil, criminal, administrative or investigative) by reason
of the fact that he, his testator or intestate is or was our director, officer,
or employee or serves or served any other enterprise at our request.

     Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for the following:

     - any breach of the director's duty of loyalty to the corporation or its
       stockholders,

     - acts or omissions not in good faith or which involve intentional
       misconduct or a knowing violation of law,

     - payment of unlawful dividends or unlawful stock purchases or redemptions,
       or

     - any transaction from which the director derived an improper personal
       benefit.

                                       II-1


     Article Ninth of our Restated Certificate of Incorporation, as amended,
provides that a director will not be personally liable to us or our stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability for the following:

     - any breach of the director's duty of loyalty to us or our stockholders,

     - acts or omissions not in good faith or which involve intentional
       misconduct or a knowing violation of law,

     - under Section 174 of the Delaware General Corporation Law, which concerns
       unlawful payment of dividends, stock purchases or redemptions, or

     - any transaction from which the director derived an improper personal
       benefit.

     We maintain directors' and officers' liability insurance which provides for
payment, on behalf of our directors and officers and our subsidiaries, of
certain losses of those persons (other than matters uninsurable under law)
arising from claims, including claims arising under the Securities Act, for acts
or omissions by those persons while acting as our directors or officers and/or
our subsidiaries, as the case may be.

     We have entered into indemnification agreements with our directors and
certain of our officers.

     Reference is made to Exhibits 1.1, 1.2 and 1.3 hereto, respectively, which
will contain provisions for indemnification of us, and our directors, officers,
and any controlling persons, against certain liabilities for information
furnished by the underwriters and/or agents, as applicable, expressly for use in
the prospectus supplements.

ITEM 16. EXHIBITS




        EXHIBIT
          NO.                                      EXHIBIT
        -------                                    -------
                      
      *****1.1           -- Form of Debt Securities Underwriting Agreement.
      *****1.2           -- Form of Equity Securities Underwriting Agreement.
      *****1.3           -- Form of Warrant Underwriting Agreement.
           2.1           -- Stock Sale Agreement, dated March 18, 1998, among the
                            Company, BHP Hawaii Inc. and BHP Petroleum Pacific
                            Islands Inc. (incorporated by reference herein to Exhibit
                            2.1 to Registration Statement No. 333-51789).
           2.2           -- Stock Sale Agreement, dated May 1, 1998, among Shell
                            Refining Holding Company, Shell Anacortes Refining
                            Company and the Company (incorporated by reference herein
                            to the Company's Quarterly Report on Form 10-Q for the
                            period ended March 31, 1998, File No. 1-3473).
           2.3           -- Stock Purchase Agreement, dated as of October 8, 1999,
                            but effective as of July 1, 1999 among the Company,
                            Tesoro Gas Resources Company, Inc., EEX Operating LLC and
                            EEX Corporation (incorporated by reference herein to
                            Exhibit 2.1 to the Company's Current Report on Form 8-K
                            filed on January 3, 2000, File No. 1-3473).
           2.4           -- First Amendment to Stock Purchase Agreement dated
                            December 16, 1999, but effective as of October 8, 1999,
                            among the Company, Tesoro Gas Resources Company, Inc.,
                            EEX Operating LLC and EEX Corporation (incorporated by
                            reference herein to Exhibit 2.2 to the Company's Current
                            Report on Form 8-K filed on January 3, 2000, File No.
                            1-3473).



                                       II-2




        EXHIBIT
          NO.                                      EXHIBIT
        -------                                    -------
                      
           2.5           -- Purchase Agreement dated as of December 17, 1999 among
                            the Company, Tesoro Gas Resources Company, Inc. and EEX
                            Operating LLC (Membership Interests in Tesoro Grande LLC)
                            (incorporated by reference herein to Exhibit 2.3 to the
                            Company's Current Report on Form 8-K filed on January 3,
                            2000, File No. 1-3473).
           2.6           -- Purchase Agreement dated as of December 17, 1999 among
                            the Company, Tesoro Gas Resources Company, Inc. and EEX
                            Operating LLC (Membership Interests in Tesoro Reserves
                            Company LLC) (incorporated by reference herein to Exhibit
                            2.4 to the Company's Current Report on Form 8-K filed on
                            January 3, 2000, File No. 1-3473).
           2.7           -- Purchase Agreement dated as of December 17, 1999 among
                            the Company, Tesoro Gas Resources Company, Inc. and EEX
                            Operating LLC (Membership Interests in Tesoro Southeast
                            LLC) (incorporated by reference herein to Exhibit 2.5 to
                            the Company's Current Report on Form 8-K filed on January
                            3, 2000, File No. 1-3473).
           2.8           -- Stock Purchase Agreement, dated as of November 19, 1999,
                            by and between the Company and BG International Limited
                            (incorporated by reference herein to Exhibit 2.1 to the
                            Company's Current Report on Form 8-K filed on January 13,
                            2000, File No. 1-3473).
           2.9           -- Asset Purchase Agreement, dated July 16, 2001, by and
                            among the Company, BP Corporation North America Inc. and
                            Amoco Oil Company (incorporated by reference herein to
                            Exhibit 2.1 to the Company's Current Report on Form 8-K
                            filed on September 21, 2001, File No. 1-3473).
           2.10          -- Asset Purchase Agreement, dated July 16, 2001, by and
                            among the Company, BP Corporation North America Inc. and
                            Amoco Oil Company (incorporated by reference herein to
                            Exhibit 2.2 to the Company's Current Report on Form 8-K
                            filed on September 21, 2001, File No. 1-3473).
           2.11          -- Asset Purchase Agreement, dated July 16, 2001, by and
                            among the Company, BP Corporation North America Inc. and
                            BP Pipelines (North America) Inc. (incorporated by
                            reference herein to Exhibit 2.1 to the Company's
                            Quarterly Report on Form 10-Q for the quarter ended
                            September 30, 2001, File No. 1-3473).
           2.12          -- Sale and Purchase Agreement for Golden Eagle Refining and
                            Marketing Assets, dated February 4, 2002, by and among
                            Ultramar Inc. and Tesoro Refining and Marketing Company,
                            including First Amendment dated February 20, 2002 and
                            related Purchaser Parent Guaranty dated February 4, 2002
                            (incorporated by reference herein to Exhibit 2.12 to the
                            Company's Annual Report on Form 10-K for the fiscal year
                            ended December 31, 2001, File No. 1-3473).
           2.13          -- Second Amendment dated May 3, 2002 to the Sales and
                            Purchase Agreement for Golden Eagle Refining and
                            Marketing Assets, as amended, by and between Tesoro
                            Refining and Marketing Company and Ultramar, Inc.
                            (incorporated by reference herein to Exhibit 2.1 to the
                            Company's Current Report on Form 8-K filed on May 9,
                            2002, File No. 1-3473).
           4.1           -- Form of Coastwide Energy Services Inc. 8% Convertible
                            Subordinated Debenture (incorporated by reference herein
                            to Exhibit 4.3 to Post-Effective Amendment No. 1 to
                            Registration No. 333-00229).


                                       II-3





        EXHIBIT
          NO.                                      EXHIBIT
        -------                                    -------
                      
           4.2           -- Debenture Assumption and Conversion Agreement dated as of
                            February 20, 1996, between the Company, Coastwide Energy
                            Services, Inc. and CNRG Acquisition Corp. (incorporated
                            by reference herein to Exhibit 4.4 to Post-Effective
                            Amendment No. 1 to Registration No. 333-00229).
           4.3           -- [intentionally omitted].
           4.4           -- Indenture, dated as of July 2, 1998, between Tesoro
                            Petroleum Corporation and U.S. Bank Trust National
                            Association, as Trustee (incorporated by reference herein
                            to Exhibit 4.4 to Registration Statement No. 333-59871).
           4.5           -- Form of 9% Senior Subordinated Notes due 2008 and 9%
                            Senior Subordinated Notes due 2008, Series B (filed as
                            part of Exhibit 4.4 hereof) (incorporated by reference
                            herein to Exhibit 4.5 to Registration Statement No.
                            333-59871).
           4.7           -- Indenture, dated as of November 6, 2001, between Tesoro
                            Petroleum Corporation and U.S. Bank Trust National
                            Association, as Trustee (incorporated by reference herein
                            to Exhibit 4.8 to Registration Statement No. 333-75056).
           4.8           -- Form of 9 5/8% Senior Subordinated Notes due 2008 and
                            9 5/8% Senior Subordinated Notes due 2008, Series B
                            (filed as part of Exhibit 4.7 hereof).
        ***4.9           -- Indenture, dated as of April 9, 2002, between Tesoro
                            Escrow Corp. and U.S. Bank National Association, as
                            Trustee.
           4.10          -- Supplemental Indenture, dated as of May 17, 2002, among
                            Tesoro Escrow Corp., Tesoro Petroleum Corporation, the
                            subsidiary guarantors and U.S. Bank National Association,
                            as Trustee (incorporated by reference herein to Exhibit
                            4.10 to Registration Statement No. 333-92468).
        ***4.11          -- Form of 9 5/8% Senior Subordinated Notes due 2012 (filed
                            as part of Exhibit 4.9 hereof).
        ***4.12          -- Registration Rights Agreement, dated as of April 9, 2002,
                            among Tesoro Petroleum Corporation, certain subsidiary
                            guarantors, Lehman Brothers Inc., ABN AMRO, Incorporated,
                            Banc One Capital Markets, Inc., Credit Lyonnais
                            Securities (USA), Inc. and Scotia Capital (USA) Inc.
        ***4.13          -- Form of Senior Debt Securities Indenture.
        ***4.14          -- Form of Subordinated Debt Securities Indenture.
      *****4.15          -- Form of Deposit Agreement.
      *****4.16          -- Form of Stock Purchase Contract Agreement.
      *****4.17          -- Form of Debt Warrant Agreement.
      *****4.18          -- Form of Stock Warrant Agreement.
      *****4.19          -- Form of Unit Agreement.
       ****5.1           -- Opinion of Fulbright & Jaworski L.L.P. as to the legality
                            of the securities.
      *****8.1           -- Opinion of Fulbright & Jaworski L.L.P. as to certain
                            federal income tax matters.
         *12.1           -- Computation of Ratio of Earnings to Fixed Charges and
                            Earnings to Combined Fixed Charges Plus Preferred Stock
                            Dividend Requirements.
         *23.1           -- Consent of Deloitte & Touche LLP.
         *23.2           -- Consent of Ernst & Young LLP.



                                       II-4





        EXHIBIT
          NO.                                      EXHIBIT
        -------                                    -------
                      
      ****23.3           -- Consent of Fulbright & Jaworski L.L.P. (included in
                            Exhibit 5.1).
        **24.1           -- Powers of Attorney (included on signature pages) (Powers
                            of Attorney for Tesoro Trading Company are included on
                            the signature pages of Amendment No. 1).
     *****25.1           -- Form T-1 Statement of Eligibility of Trustee for the
                            Senior Debt Securities.
     *****25.2           -- Form T-1 Statement of Eligibility of Trustee for the
                            Subordinated Debt Securities.



- ---------------

    * Filed herewith.

   ** Filed with Registration Statement on Form S-3, Reg. No. 333-84018, filed
      on March 8, 2002.

  *** Filed with Amendment No. 1 to Registration Statement on Form S-3, Reg. No.
      333-84018, filed on April 23, 2002.


 **** Filed with Amendment No. 2 to Registration Statement on Form S-3, Reg. No.
      333-84018, filed on July 23, 2002.



***** To be filed as an exhibit to our Current Report on Form 8-K or other SEC
      filing in connection with an applicable offering.


ITEM 17. UNDERTAKINGS

     A. Each undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

             (a) To include any prospectus required by Section 10(a)(3) of the
        Securities Act;

             (b) To reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the form of the prospectus
        filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than a 20% change in the
        maximum aggregate offering price set forth in the "Calculation of
        Registration Fee" table in the effective registration statement;

             (c) To include any material information with respect to the plan of
        distribution not previously disclosed in the registration statement or
        any material change to the information in this registration statement;

     provided, however, that paragraphs A(l)(a) and A(l)(b) above do not apply
     if the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed with or furnished
     to the Commission by the Registrant pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934 that are incorporated by reference in the
     registration statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each of the post-effective amendments shall be deemed to be
     a new registration statement relating to the securities offered therein,
     and the offering of the securities at that time shall be deemed to be the
     initial bona fide offering thereof.

                                       II-5


          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     B. The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act, the filing of our annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of the
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of any
registrant pursuant to the provisions described in Item 15 above, or otherwise,
that registrant has been advised that in the opinion of the SEC that
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against any liability (other than the payment by a registrant of expenses
incurred or paid by a director, officer, or controlling person of a registrant
in the successful defense of any action, suit or proceeding) is asserted by a
director, officer, or controlling person in connection with the securities being
registered, that registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of the issue.

     D. Each undersigned registrant hereby undertakes:

          (1) For purposes of determining any liability under the Securities Act
     of 1933, the information omitted from the form of prospectus or any
     prospectus supplement filed as part of this registration statement in
     reliance on Rule 430A and contained in a form of prospectus or prospectus
     supplement filed by the registrant pursuant to Rule 424(b)(1) or (4) or
     497(h) under the Securities Act shall be deemed to be part of this
     registration statement as of the time it was declared effective.

          (2) For the purpose of determining any liability under the Securities
     Act of 1933, each post-effective amendment that contains a form of
     prospectus or prospectus supplement shall be deemed to be a new
     registration statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

     E. Each undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Act.

                                       II-6


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 3 to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas, on August 22, 2002.


                                            TESORO PETROLEUM CORPORATION

                                            By:     /s/ BRUCE A. SMITH
                                              ----------------------------------
                                               Bruce A. Smith, Chairman of the
                                                             Board
                                                 of Directors, President and
                                                   Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to registration statement has been signed below by the following persons
in the capacities and on the dates as indicated.





                      SIGNATURE                                     TITLE                    DATE
                      ---------                                     -----                    ----
                                                                                  
                 /s/ BRUCE A. SMITH                    Chairman of the Board of         August 22, 2002
- -----------------------------------------------------    Directors, President and
                   Bruce A. Smith                        Chief Executive Officer
                                                         (Principal Executive Officer)

                /s/ GREGORY A. WRIGHT                  Senior Vice President and Chief  August 22, 2002
- -----------------------------------------------------    Financial Officer (Principal
                  Gregory A. Wright                      Financial Officer)

                 /s/ SHARLENE S. FEY                   Vice President and Controller    August 22, 2002
- -----------------------------------------------------    (Principal Accounting
                   Sharlene S. Fey                       Officer)

                          *                            Lead Director and Director       August 22, 2002
- -----------------------------------------------------
                 Steven H. Grapstein

                          *                            Director                         August 22, 2002
- -----------------------------------------------------
               James F. Clingman, Jr.

                          *                            Director                         August 22, 2002
- -----------------------------------------------------
                 William J. Johnson

                          *                            Director                         August 22, 2002
- -----------------------------------------------------
                  A. Maurice Myers

                          *                            Director                         August 22, 2002
- -----------------------------------------------------
                  Donald H. Schmude

                          *                            Director                         August 22, 2002
- -----------------------------------------------------
                   Patrick J. Ward

             *By: /s/ JAMES C. REED, JR.
  ------------------------------------------------
                  Attorney-in-fact



                                       II-7


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 3 to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas, on August 22, 2002.


                                            DIGICOMP, INC.
                                            TESORO AVIATION COMPANY

                                            By:    /s/ GREGORY A. WRIGHT
                                              ----------------------------------
                                                      Gregory A. Wright
                                                  Senior Vice President and
                                                   Chief Financial Officer


     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to registration statement has been signed below by the following persons
in the capacities and on the dates as indicated.





                      SIGNATURE                                     TITLE                    DATE
                      ---------                                     -----                    ----
                                                                                  
                 /s/ BRUCE A. SMITH                    Director and President           August 22, 2002
- -----------------------------------------------------    (Principal Executive Officer)
                   Bruce A. Smith

               /s/ JAMES C. REED, JR.                  Director, Executive Vice         August 22, 2002
- -----------------------------------------------------    President, General Counsel
                 James C. Reed, Jr.                      and Secretary

              /s/ WILLIAM T. VAN KLEEF                 Director and Executive Vice      August 22, 2002
- -----------------------------------------------------    President
                William T. Van Kleef

                /s/ GREGORY A. WRIGHT                  Senior Vice President and Chief  August 22, 2002
- -----------------------------------------------------    Financial Officer (Principal
                  Gregory A. Wright                      Financial Officer)

                 /s/ SHARLENE S. FEY                   Vice President and Controller    August 22, 2002
- -----------------------------------------------------    (Principal Accounting
                   Sharlene S. Fey                       Officer)



                                       II-8


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 3 to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas, on August 22, 2002.


                                            FAR EAST MARITIME COMPANY
                                            GOLD STAR MARITIME COMPANY

                                            By:   /s/ TIMOTHY F. PLUMMER
                                              ----------------------------------
                                                      Timothy F. Plummer
                                                          President


     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to registration statement has been signed below by the following persons
in the capacities and on the dates as indicated.





                      SIGNATURE                                     TITLE                    DATE
                      ---------                                     -----                    ----
                                                                                  
               /s/ TIMOTHY F. PLUMMER                  Director and President           August 22, 2002
- -----------------------------------------------------    (Principal Executive Officer)
                 Timothy F. Plummer

                /s/ GREGORY A. WRIGHT                  Director                         August 22, 2002
- -----------------------------------------------------
                  Gregory A. Wright

                /s/ JAMES B. WILLCOX                   Treasurer (Principal Financial   August 22, 2002
- -----------------------------------------------------    and Accounting Officer)
                  James B. Willcox



                                       II-9


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 3 to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas, on August 22, 2002.


                                            KENAI PIPE LINE COMPANY

                                            By:    /s/ GREGORY A. WRIGHT
                                              ----------------------------------
                                                      Gregory A. Wright
                                                  Senior Vice President and
                                                   Chief Financial Officer


     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to registration statement has been signed below by the following persons
in the capacities and on the dates as indicated.





                      SIGNATURE                                     TITLE                    DATE
                      ---------                                     -----                    ----
                                                                                  
                 /s/ BRUCE A. SMITH                    Director                         August 22, 2002
- -----------------------------------------------------
                   Bruce A. Smith

               /s/ JAMES C. REED, JR.                  Director, Executive Vice         August 22, 2002
- -----------------------------------------------------    President and Secretary
                 James C. Reed, Jr.

              /s/ WILLIAM T. VAN KLEEF                 Director and Executive Vice      August 22, 2002
- -----------------------------------------------------    President
                William T. Van Kleef

                 /s/ RODNEY S. CASON                   President (Principal Executive   August 22, 2002
- -----------------------------------------------------    Officer)
                   Rodney S. Cason

                /s/ GREGORY A. WRIGHT                  Senior Vice President and Chief   August 22 2002
- -----------------------------------------------------    Financial Officer (Principal
                  Gregory A. Wright                      Financial Officer)

                 /s/ SHARLENE S. FEY                   Vice President and Controller    August 22, 2002
- -----------------------------------------------------    (Principal Accounting
                   Sharlene S. Fey                       Officer)



                                      II-10


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 3 to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas, on August 22, 2002.


                                SMILEY'S SUPER SERVICE, INC.
                                TESORO HAWAII CORPORATION

                                By:          /s/ GREGORY A. WRIGHT
                                   ---------------------------------------------
                                                 Gregory A. Wright
                                             Senior Vice President and
                                              Chief Financial Officer


     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to registration statement has been signed below by the following persons
in the capacities and on the dates as indicated.





                      SIGNATURE                                     TITLE                    DATE
                      ---------                                     -----                    ----
                                                                                  
                 /s/ BRUCE A. SMITH                    Chairman of the Board of         August 22, 2002
- -----------------------------------------------------    Directors
                   Bruce A. Smith

                 /s/ FAYE W. KURREN                    Director and President           August 22, 2002
- -----------------------------------------------------    (Principal Executive Officer)
                   Faye W. Kurren

               /s/ JAMES C. REED, JR.                  Director, Executive Vice         August 22, 2002
- -----------------------------------------------------    President and Secretary
                 James C. Reed, Jr.

              /s/ WILLIAM T. VAN KLEEF                 Director and Executive Vice      August 22, 2002
- -----------------------------------------------------    President
                William T. Van Kleef

                /s/ GREGORY A. WRIGHT                  Senior Vice President and Chief  August 22, 2002
- -----------------------------------------------------    Financial Officer (Principal
                  Gregory A. Wright                      Financial Officer)

                 /s/ SHARLENE S. FEY                   Vice President and Controller    August 22, 2002
- -----------------------------------------------------    (Principal Accounting
                   Sharlene S. Fey                       Officer)



                                      II-11


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 3 to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas, on August 22, 2002.


                                            TESORO ALASKA COMPANY

                                            By:    /s/ GREGORY A. WRIGHT
                                              ----------------------------------
                                                      Gregory A. Wright
                                                  Senior Vice President and
                                                   Chief Financial Officer


     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to registration statement has been signed below by the following persons
in the capacities and on the dates as indicated.





                      SIGNATURE                                     TITLE                    DATE
                      ---------                                     -----                    ----
                                                                                  
                 /s/ BRUCE A. SMITH                    Chairman of the Board of         August 22, 2002
- -----------------------------------------------------    Directors
                   Bruce A. Smith

               /s/ JAMES C. REED, JR.                  Director, Executive Vice         August 22, 2002
- -----------------------------------------------------    President and Secretary
                 James C. Reed, Jr.

              /s/ WILLIAM T. VAN KLEEF                 Director and Executive Vice      August 22, 2002
- -----------------------------------------------------    President
                William T. Van Kleef

                 /s/ RODNEY S. CASON                   President (Principal Executive   August 22, 2002
- -----------------------------------------------------    Officer)
                   Rodney S. Cason

                /s/ GREGORY A. WRIGHT                  Senior Vice President and Chief  August 22, 2002
- -----------------------------------------------------    Financial Officer (Principal
                  Gregory A. Wright                      Financial Officer)

                 /s/ SHARLENE S. FEY                   Vice President and Controller    August 22, 2002
- -----------------------------------------------------    (Principal Accounting
                   Sharlene S. Fey                       Officer)



                                      II-12


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 3 to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas, on August 22, 2002.


                                            TESORO ALASKA PIPELINE COMPANY
                                            TESORO NORTHSTORE COMPANY

                                            By:    /s/ GREGORY A. WRIGHT
                                              ----------------------------------
                                                      Gregory A. Wright
                                                  Senior Vice President and
                                                   Chief Financial Officer


     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to registration statement has been signed below by the following persons
in the capacities and on the dates as indicated.





                      SIGNATURE                                     TITLE                    DATE
                      ---------                                     -----                    ----
                                                                                  
                 /s/ BRUCE A. SMITH                    Director                         August 22, 2002
- -----------------------------------------------------
                   Bruce A. Smith

               /s/ JAMES C. REED, JR.                  Director, Executive Vice         August 22, 2002
- -----------------------------------------------------    President and Secretary
                 James C. Reed, Jr.

              /s/ WILLIAM T. VAN KLEEF                 Director and Executive Vice      August 22, 2002
- -----------------------------------------------------    President
                William T. Van Kleef

                 /s/ RODNEY S. CASON                   President (Principal Executive   August 22, 2002
- -----------------------------------------------------    Officer)
                   Rodney S. Cason

                /s/ GREGORY A. WRIGHT                  Senior Vice President and Chief  August 22, 2002
- -----------------------------------------------------    Financial Officer (Principal
                  Gregory A. Wright                      Financial Officer)

                 /s/ SHARLENE S. FEY                   Vice President and Controller    August 22, 2002
- -----------------------------------------------------    (Principal Accounting
                   Sharlene S. Fey                       Officer)



                                      II-13


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 3 to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas, on August 22, 2002.


                                  TESORO FINANCIAL SERVICES HOLDING COMPANY
                                  VICTORY FINANCE COMPANY

                                  By:          /s/ CHARLES L. MAGEE
                                     -------------------------------------------
                                                  Charles L. Magee
                                                      President


     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to registration statement has been signed below by the following persons
in the capacities and on the dates as indicated.





                      SIGNATURE                                     TITLE                    DATE
                      ---------                                     -----                    ----
                                                                                  
                /s/ CHARLES L. MAGEE                   Director and President           August 22, 2002
- -----------------------------------------------------    (Principal Executive,
                  Charles L. Magee                       Financial and Accounting
                                                         Officer)

                 /s/ HEATHER R. HILL                   Director                         August 22, 2002
- -----------------------------------------------------
                   Heather R. Hill



                                      II-14


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 3 to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas, on August 22, 2002.


                                          TESORO GAS RESOURCES COMPANY, INC.

                                          By:     /s/ GREGORY A. WRIGHT
                                            ------------------------------------
                                                     Gregory A. Wright
                                                 Senior Vice President and
                                                  Chief Financial Officer


     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to registration statement has been signed below by the following persons
in the capacities and on the dates as indicated.





                      SIGNATURE                                    TITLE                    DATE
                      ---------                                    -----                    ----
                                                                                 
                 /s/ BRUCE A. SMITH                    Director and President          August 22, 2002
- -----------------------------------------------------    (Principal Executive
                   Bruce A. Smith                        Officer)

              /s/ WILLIAM T. VAN KLEEF                 Director and Executive Vice     August 22, 2002
- -----------------------------------------------------    President, Operations
                William T. Van Kleef

                /s/ GREGORY A. WRIGHT                  Senior Vice President and       August 22, 2002
- -----------------------------------------------------    Chief Financial Officer
                  Gregory A. Wright                      (Principal Financial
                                                         Officer)

                 /s/ SHARLENE S. FEY                   Vice President and Controller   August 22, 2002
- -----------------------------------------------------    (Principal Accounting
                   Sharlene S. Fey                       Officer)



                                      II-15


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 3 to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas, on August 22, 2002.


                                          TESORO HIGH PLAINS PIPELINE COMPANY

                                          By:     /s/ GREGORY A. WRIGHT
                                            ------------------------------------
                                                     Gregory A. Wright
                                              Senior Vice President and Chief
                                                      Financial Officer


     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to registration statement has been signed below by the following persons
in the capacities and on the dates as indicated.





                    SIGNATURE                                      TITLE                      DATE
                    ---------                                      -----                      ----
                                                                                

                /s/ BRUCE A. SMITH                        Chairman of the Board of       August 22, 2002
 ------------------------------------------------      Directors, President and Chief
                  Bruce A. Smith                        Executive Officer (Principal
                                                             Executive Officer)


             /s/ WILLIAM T. VAN KLEEF                Director, Executive Vice President  August 22, 2002
 ------------------------------------------------       and Chief Operating Officer
               William T. Van Kleef


              /s/ JAMES C. REED, JR.                      Director, Executive Vice       August 22, 2002
 ------------------------------------------------      President, General Counsel and
                James C. Reed, Jr.                               Secretary


              /s/ GREGORY A. WRIGHT                   Senior Vice President and Chief    August 22, 2002
 ------------------------------------------------       Financial Officer (Principal
                Gregory A. Wright                            Financial Officer)


               /s/ SHARLENE S. FEY                     Vice President and Controller     August 22, 2002
 ------------------------------------------------      (Principal Accounting Officer)
                 Sharlene S. Fey



                                      II-16


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 3 to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas, on August 22, 2002.


                                    TESORO MARINE SERVICES HOLDING COMPANY

                                    By:        /s/ GREGORY A. WRIGHT
                                       -----------------------------------------
                                                   Gregory A. Wright
                                               Senior Vice President and
                                                Chief Financial Officer


     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to registration statement has been signed below by the following persons
in the capacities and on the dates as indicated.





                      SIGNATURE                                    TITLE                    DATE
                      ---------                                    -----                    ----
                                                                                 
                 /s/ BRUCE A. SMITH                    Chairman of the Board of        August 22, 2002
- -----------------------------------------------------    Directors
                   Bruce A. Smith

                /s/ DONALD A. NYBERG                   Director and President          August 22, 2002
- -----------------------------------------------------    (Principal Executive
                  Donald A. Nyberg                       Officer)

               /s/ JAMES C. REED, JR.                  Director, Executive Vice        August 22, 2002
- -----------------------------------------------------    President, General Counsel
                 James C. Reed, Jr.                      and Secretary

              /s/ WILLIAM T. VAN KLEEF                 Director and Executive Vice     August 22, 2002
- -----------------------------------------------------    President
                William T. Van Kleef

                /s/ GREGORY A. WRIGHT                  Senior Vice President and       August 22, 2002
- -----------------------------------------------------    Chief Financial Officer
                  Gregory A. Wright                      (Principal Financial
                                                         Officer)

                /s/ DEAN M. KRAKOSKY                   Controller (Principal           August 22, 2002
- -----------------------------------------------------    Accounting Officer)
                  Dean M. Krakosky



                                      II-17


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 3 to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas, on August 22, 2002.


                                    TESORO MARINE SERVICES, LLC

                                    By:        /s/ GREGORY A. WRIGHT
                                       -----------------------------------------
                                                   Gregory A. Wright
                                               Senior Vice President and
                                                Chief Financial Officer


     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to registration statement has been signed below by the following persons
in the capacities and on the dates as indicated.





                      SIGNATURE                                    TITLE                    DATE
                      ---------                                    -----                    ----
                                                                                 
                 /s/ BRUCE A. SMITH                    Chairman; Chairman of the       August 22, 2002
- -----------------------------------------------------    Board of Directors and
                   Bruce A. Smith                        Director of Sole Member

              /s/ WILLIAM T. VAN KLEEF                 Executive Vice President and    August 22, 2002
- -----------------------------------------------------    Director of Sole Member
                William T. Van Kleef

               /s/ JAMES C. REED, JR.                  Executive Vice President,       August 22, 2002
- -----------------------------------------------------    General Counsel and
                 James C. Reed, Jr.                      Secretary and Director of
                                                         Sole Member

                /s/ DONALD A. NYBERG                   President and Director of Sole  August 22, 2002
- -----------------------------------------------------    Member (Principal Executive
                  Donald A. Nyberg                       Officer)

                /s/ GREGORY A. WRIGHT                  Senior Vice President and       August 22, 2002
- -----------------------------------------------------    Chief Financial Officer
                  Gregory A. Wright                      (Principal Financial
                                                         Officer)

                /s/ DEAN M. KRAKOSKY                   Controller (Principal           August 22, 2002
- -----------------------------------------------------    Accounting Officer)
                  Dean M. Krakosky



                                      II-18


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 3 to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas, on August 22, 2002.


                                    TESORO MARITIME COMPANY

                                    By:        /s/ GREGORY A. WRIGHT
                                       -----------------------------------------
                                                   Gregory A. Wright
                                               Senior Vice President and
                                                Chief Financial Officer


     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to registration statement has been signed below by the following persons
in the capacities and on the dates as indicated.





                      SIGNATURE                                    TITLE                    DATE
                      ---------                                    -----                    ----
                                                                                 
                 /s/ BRUCE A. SMITH                    Chairman of the Board of        August 22, 2002
- -----------------------------------------------------    Directors
                   Bruce A. Smith

               /s/ TIMOTHY F. PLUMMER                  Director and President          August 22, 2002
- -----------------------------------------------------    (Principal Executive
                 Timothy F. Plummer                      Officer)

                /s/ GREGORY A. WRIGHT                  Director, Senior Vice           August 22, 2002
- -----------------------------------------------------    President and Chief
                  Gregory A. Wright                      Financial Officer (Principal
                                                         Financial Officer)

                 /s/ SHARLENE S. FEY                   Vice President and Controller   August 22, 2002
- -----------------------------------------------------    (Principal Accounting
                   Sharlene S. Fey                       Officer)



                                      II-19


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 3 to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas, on August 22, 2002.


                                            TESORO PETROLEUM COMPANIES, INC.

                                            By:    /s/ GREGORY A. WRIGHT
                                              ----------------------------------
                                                      Gregory A. Wright
                                                  Senior Vice President and
                                                   Chief Financial Officer


     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to registration statement has been signed below by the following persons
in the capacities and on the dates as indicated.





                      SIGNATURE                                    TITLE                    DATE
                      ---------                                    -----                    ----
                                                                                 
                 /s/ BRUCE A. SMITH                    Director and President          August 22, 2002
- -----------------------------------------------------    (Principal Executive
                   Bruce A. Smith                        Officer)

               /s/ JAMES C. REED, JR.                  Director, Executive Vice        August 22, 2002
- -----------------------------------------------------    President, General Counsel
                 James C. Reed, Jr.                      and Secretary

              /s/ WILLIAM T. VAN KLEEF                 Director and Executive Vice     August 22, 2002
- -----------------------------------------------------    President
                William T. Van Kleef

                /s/ GREGORY A. WRIGHT                  Senior Vice President and       August 22, 2002
- -----------------------------------------------------    Chief Financial Officer
                  Gregory A. Wright                      (Principal Financial
                                                         Officer)

                 /s/ SHARLENE S. FEY                   Vice President and Controller   August 22, 2002
- -----------------------------------------------------    (Principal Accounting
                   Sharlene S. Fey                       Officer)



                                      II-20


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 3 to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas, on August 22, 2002.


                                TESORO REFINING AND MARKETING COMPANY

                                By:          /s/ GREGORY A. WRIGHT
                                   ---------------------------------------------
                                                 Gregory A. Wright
                                             Senior Vice President and
                                              Chief Financial Officer


     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to registration statement has been signed below by the following persons
in the capacities and on the dates as indicated.





                      SIGNATURE                                    TITLE                    DATE
                      ---------                                    -----                    ----
                                                                                 
                 /s/ BRUCE A. SMITH                    Chairman of the Board of        August 22, 2002
- -----------------------------------------------------    Directors
                   Bruce A. Smith

               /s/ JAMES C. REED, JR.                  Director, Executive Vice        August 22, 2002
- -----------------------------------------------------    President and Secretary
                 James C. Reed, Jr.

              /s/ WILLIAM T. VAN KLEEF                 Director and President          August 22, 2002
- -----------------------------------------------------    (Principal Executive
                William T. Van Kleef                     Officer)

                /s/ GREGORY A. WRIGHT                  Senior Vice President and       August 22, 2002
- -----------------------------------------------------    Chief Financial Officer
                  Gregory A. Wright                      (Principal Financial
                                                         Officer)

                 /s/ SHARLENE S. FEY                   Vice President and Controller   August 22, 2002
- -----------------------------------------------------    (Principal Accounting
                   Sharlene S. Fey                       Officer)



                                      II-21


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 3 to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas, on August 22, 2002.


                                            TESORO TECHNOLOGY COMPANY

                                            By:    /s/ GREGORY A. WRIGHT
                                              ----------------------------------
                                                      Gregory A. Wright
                                                  Senior Vice President and
                                                   Chief Financial Officer


     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to registration statement has been signed below by the following persons
in the capacities and on the dates as indicated.





                      SIGNATURE                                     TITLE                    DATE
                      ---------                                     -----                    ----
                                                                                  
                 /s/ BRUCE A. SMITH                    Director and President           August 22, 2002
- -----------------------------------------------------    (Principal Executive Officer)
                   Bruce A. Smith

               /s/ JAMES C. REED, JR.                  Director, Executive Vice         August 22, 2002
- -----------------------------------------------------    President, General Counsel
                 James C. Reed, Jr.                      and Secretary

              /s/ WILLIAM T. VAN KLEEF                 Director and Executive Vice      August 22, 2002
- -----------------------------------------------------    President
                William T. Van Kleef

                /s/ GREGORY A. WRIGHT                  Senior Vice President and        August 22, 2002
- -----------------------------------------------------    Chief Financial Officer
                  Gregory A. Wright                      (Principal Financial Officer)

                 /s/ SHARLENE S. FEY                   Vice President and Controller    August 22, 2002
- -----------------------------------------------------    (Principal Accounting
                   Sharlene S. Fey                       Officer)



                                      II-22


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 3 to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas, on August 22, 2002.


                                            TESORO TRADING COMPANY

                                            By:    /s/ GREGORY A. WRIGHT
                                              ----------------------------------
                                                      Gregory A. Wright
                                                  Senior Vice President and
                                                   Chief Financial Officer


     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to registration statement has been signed below by the following persons
in the capacities and on the dates as indicated.





                      SIGNATURE                                     TITLE                    DATE
                      ---------                                     -----                    ----
                                                                                  
                 /s/ BRUCE A. SMITH                    Chairman of the Board of         August 22, 2002
- -----------------------------------------------------    Directors, President and
                   Bruce A. Smith                        Chief Executive Officer
                                                         (Principal Executive Officer)

               /s/ JAMES C. REED, JR.                  Director, Executive Vice         August 22, 2002
- -----------------------------------------------------    President, General Counsel
                 James C. Reed, Jr.                      and Secretary

              /s/ WILLIAM T. VAN KLEEF                 Director and Executive Vice      August 22, 2002
- -----------------------------------------------------    President and Chief Operating
                William T. Van Kleef                     Officer

                /s/ GREGORY A. WRIGHT                  Senior Vice President and        August 22, 2002
- -----------------------------------------------------    Chief Financial Officer
                  Gregory A. Wright                      (Principal Financial Officer)

                 /s/ SHARLENE S. FEY                   Vice President and Controller    August 22, 2002
- -----------------------------------------------------    (Principal Accounting
                   Sharlene S. Fey                       Officer)



                                      II-23


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, each registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 3 to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas, on August 22, 2002.


                                            TESORO VOSTOK COMPANY

                                            By:    /s/ GREGORY A. WRIGHT
                                              ----------------------------------
                                                      Gregory A. Wright
                                                  Senior Vice President and
                                                   Chief Financial Officer


     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to registration statement has been signed below by the following persons
in the capacities and on the dates as indicated.





                      SIGNATURE                                     TITLE                    DATE
                      ---------                                     -----                    ----
                                                                                  
                 /s/ BRUCE A. SMITH                    Director and President           August 22, 2002
- -----------------------------------------------------    (Principal Executive Officer)
                   Bruce A. Smith

               /s/ JAMES C. REED, JR.                  Director, Executive Vice         August 22, 2002
- -----------------------------------------------------    President and Secretary
                 James C. Reed, Jr.

              /s/ WILLIAM T. VAN KLEEF                 Director and Executive Vice      August 22, 2002
- -----------------------------------------------------    President
                William T. Van Kleef

                /s/ GREGORY A. WRIGHT                  Senior Vice President and        August 22, 2002
- -----------------------------------------------------    Chief Financial Officer
                  Gregory A. Wright                      (Principal Financial Officer)

                 /s/ SHARLENE S. FEY                   Vice President and Controller    August 22, 2002
- -----------------------------------------------------    (Principal Accounting
                   Sharlene S. Fey                       Officer)



                                      II-24


                                LIST OF EXHIBITS




        EXHIBIT
          NO.                                      EXHIBIT
        -------                                    -------
                      
      *****1.1           -- Form of Debt Securities Underwriting Agreement.
      *****1.2           -- Form of Equity Securities Underwriting Agreement.
      *****1.3           -- Form of Warrant Underwriting Agreement.
           2.1           -- Stock Sale Agreement, dated March 18, 1998, among the
                            Company, BHP Hawaii Inc. and BHP Petroleum Pacific
                            Islands Inc. (incorporated by reference herein to Exhibit
                            2.1 to Registration Statement No. 333-51789).
           2.2           -- Stock Sale Agreement, dated May 1, 1998, among Shell
                            Refining Holding Company, Shell Anacortes Refining
                            Company and the Company (incorporated by reference herein
                            to the Company's Quarterly Report on Form 10-Q for the
                            period ended March 31, 1998, File No. 1-3473).
           2.3           -- Stock Purchase Agreement, dated as of October 8, 1999,
                            but effective as of July 1, 1999 among the Company,
                            Tesoro Gas Resources Company, Inc., EEX Operating LLC and
                            EEX Corporation (incorporated by reference herein to
                            Exhibit 2.1 to the Company's Current Report on Form 8-K
                            filed on January 3, 2000, File No. 1-3473).
           2.4           -- First Amendment to Stock Purchase Agreement dated
                            December 16, 1999, but effective as of October 8, 1999,
                            among the Company, Tesoro Gas Resources Company, Inc.,
                            EEX Operating LLC and EEX Corporation (incorporated by
                            reference herein to Exhibit 2.2 to the Company's Current
                            Report on Form 8-K filed on January 3, 2000, File No.
                            1-3473).
           2.5           -- Purchase Agreement dated as of December 17, 1999 among
                            the Company, Tesoro Gas Resources Company, Inc. and EEX
                            Operating LLC (Membership Interests in Tesoro Grande LLC)
                            (incorporated by reference herein to Exhibit 2.3 to the
                            Company's Current Report on Form 8-K filed on January 3,
                            2000, File No. 1-3473).
           2.6           -- Purchase Agreement dated as of December 17, 1999 among
                            the Company, Tesoro Gas Resources Company, Inc. and EEX
                            Operating LLC (Membership Interests in Tesoro Reserves
                            Company LLC) (incorporated by reference herein to Exhibit
                            2.4 to the Company's Current Report on Form 8-K filed on
                            January 3, 2000, File No. 1-3473).
           2.7           -- Purchase Agreement dated as of December 17, 1999 among
                            the Company, Tesoro Gas Resources Company, Inc. and EEX
                            Operating LLC (Membership Interests in Tesoro Southeast
                            LLC) (incorporated by reference herein to Exhibit 2.5 to
                            the Company's Current Report on Form 8-K filed on January
                            3, 2000, File No. 1-3473).
           2.8           -- Stock Purchase Agreement, dated as of November 19, 1999,
                            by and between the Company and BG International Limited
                            (incorporated by reference herein to Exhibit 2.1 to the
                            Company's Current Report on Form 8-K filed on January 13,
                            2000, File No. 1-3473).
           2.9           -- Asset Purchase Agreement, dated July 16, 2001, by and
                            among the Company, BP Corporation North America Inc. and
                            Amoco Oil Company (incorporated by reference herein to
                            Exhibit 2.1 to the Company's Current Report on Form 8-K
                            filed on September 21, 2001, File No. 1-3473).






        EXHIBIT
          NO.                                      EXHIBIT
        -------                                    -------
                      
           2.10          -- Asset Purchase Agreement, dated July 16, 2001, by and
                            among the Company, BP Corporation North America Inc. and
                            Amoco Oil Company (incorporated by reference herein to
                            Exhibit 2.2 to the Company's Current Report on Form 8-K
                            filed on September 21, 2001, File No. 1-3473).
           2.11          -- Asset Purchase Agreement, dated July 16, 2001, by and
                            among the Company, BP Corporation North America Inc. and
                            BP Pipelines (North America) Inc. (incorporated by
                            reference herein to Exhibit 2.1 to the Company's
                            Quarterly Report on Form 10-Q for the quarter ended
                            September 30, 2001, File No. 1-3473).
           2.12          -- Sale and Purchase Agreement for Golden Eagle Refining and
                            Marketing Assets, dated February 4, 2002, by and among
                            Ultramar Inc. and Tesoro Refining and Marketing Company,
                            including First Amendment dated February 20, 2002 and
                            related Purchaser Parent Guaranty dated February 4, 2002
                            (incorporated by reference herein to Exhibit 2.12 to the
                            Company's Annual Report on Form 10-K for the fiscal year
                            ended December 31, 2001, File No. 1-3473).
           2.13          -- Second Amendment dated May 3, 2002 to the Sales and
                            Purchase Agreement for Golden Eagle Refining and
                            Marketing Assets, as amended, by and between Tesoro
                            Refining and Marketing Company and Ultramar, Inc.
                            (incorporated by reference herein to Exhibit 2.1 to the
                            Company's Current Report on Form 8-K filed on May 9,
                            2002, File No. 1-3473).
           4.1           -- Form of Coastwide Energy Services Inc. 8% Convertible
                            Subordinated Debenture (incorporated by reference herein
                            to Exhibit 4.3 to Post-Effective Amendment No. 1 to
                            Registration No. 333-00229).
           4.2           -- Debenture Assumption and Conversion Agreement dated as of
                            February 20, 1996, between the Company, Coastwide Energy
                            Services, Inc. and CNRG Acquisition Corp. (incorporated
                            by reference herein to Exhibit 4.4 to Post-Effective
                            Amendment No. 1 to Registration No. 333-00229).
           4.3           -- [intentionally omitted].
           4.4           -- Indenture, dated as of July 2, 1998, between Tesoro
                            Petroleum Corporation and U.S. Bank Trust National
                            Association, as Trustee (incorporated by reference herein
                            to Exhibit 4.4 to Registration Statement No. 333-59871).
           4.5           -- Form of 9% Senior Subordinated Notes due 2008 and 9%
                            Senior Subordinated Notes due 2008, Series B (filed as
                            part of Exhibit 4.4 hereof) (incorporated by reference
                            herein to Exhibit 4.5 to Registration Statement No.
                            333-59871).
           4.7           -- Indenture, dated as of November 6, 2001, between Tesoro
                            Petroleum Corporation and U.S. Bank Trust National
                            Association, as Trustee (incorporated by reference herein
                            to Exhibit 4.8 to Registration Statement No. 333-75056).
           4.8           -- Form of 9 5/8% Senior Subordinated Notes due 2008 and
                            9 5/8% Senior Subordinated Notes due 2008, Series B
                            (filed as part of Exhibit 4.7 hereof).
        ***4.9           -- Indenture, dated as of April 9, 2002, between Tesoro
                            Escrow Corp. and U.S. Bank National Association, as
                            Trustee.
           4.10          -- Supplemental Indenture, dated as of May 17, 2002, among
                            Tesoro Escrow Corp., Tesoro Petroleum Corporation, the
                            subsidiary guarantors and U.S. Bank National Association,
                            as Trustee (incorporated by reference herein to Exhibit
                            4.10 to Registration Statement No. 333-92468).
        ***4.11          -- Form of 9 5/8% Senior Subordinated Notes due 2012 (filed
                            as part of Exhibit 4.9 hereof).






        EXHIBIT
          NO.                                      EXHIBIT
        -------                                    -------
                      
        ***4.12          -- Registration Rights Agreement, dated as of April 9, 2002,
                            among Tesoro Petroleum Corporation, certain subsidiary
                            guarantors, Lehman Brothers Inc., ABN AMRO, Incorporated,
                            Banc One Capital Markets, Inc., Credit Lyonnais
                            Securities (USA), Inc. and Scotia Capital (USA) Inc.
        ***4.13          -- Form of Senior Debt Securities Indenture.
        ***4.14          -- Form of Subordinated Debt Securities Indenture.
      *****4.15          -- Form of Deposit Agreement.
      *****4.16          -- Form of Stock Purchase Contract Agreement.
      *****4.17          -- Form of Debt Warrant Agreement.
      *****4.18          -- Form of Stock Warrant Agreement.
      *****4.19          -- Form of Unit Agreement.
       ****5.1           -- Opinion of Fulbright & Jaworski L.L.P. as to the legality
                            of the securities.
      *****8.1           -- Opinion of Fulbright & Jaworski L.L.P. as to certain
                            federal income tax matters.
         *12.1           -- Computation of Ratio of Earnings to Fixed Charges and
                            Earnings to Combined Fixed Charges Plus Preferred Stock
                            Dividend Requirements.
         *23.1           -- Consent of Deloitte & Touche LLP.
         *23.2           -- Consent of Ernst & Young LLP.
      ****23.3           -- Consent of Fulbright & Jaworski L.L.P. (included in
                            Exhibit 5.1).
        **24.1           -- Powers of Attorney (included on signature pages) (Powers
                            of Attorney for Tesoro Trading Company are included on
                            the signature pages of Amendment No. 1).
     *****25.1           -- Form T-1 Statement of Eligibility of Trustee for the
                            Senior Debt Securities.
     *****25.2           -- Form T-1 Statement of Eligibility of Trustee for the
                            Subordinated Debt Securities.



- ---------------

    * Filed herewith.

   ** Filed with Registration Statement on Form S-3, Reg. No. 333-84018, filed
      on March 8, 2002.

  *** Filed with Amendment No. 1 to Registration Statement on Form S-3, Reg. No.
      333-84018, filed on April 23, 2002.


 **** Filed with Amendment No. 2 to Registration Statement on Form S-3, Reg. No.
      333-84018, filed on July 23, 2002.



***** To be filed as an exhibit to our Current Report on Form 8-K or other SEC
      filing in connection with an applicable offering.

EX-12.1

                                                                    EXHIBIT 12.1

                          TESORO PETROLEUM CORPORATION
         COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND EARNINGS
      TO COMBINED FIXED CHARGES PLUS PREFERRED STOCK DIVIDEND REQUIREMENTS
                             (DOLLARS IN THOUSANDS)




                                                                                                                        Six Months
                                                                                Years Ended December 31,                  Ended
                                                                ----------------------------------------------------     June 30,
                                                                  1997        1998      1999       2000       2001         2002
                                                                ----------------------------------------------------   ------------
                                                                                                     
EARNINGS:
   Earnings (Loss) from continuing operations before
     income taxes and extraordinary loss .....................  $  3,400   $ 12,100   $ 51,200   $123,500   $146,900    $(122,600)
   Interest expense, net of capitalized interest (a) .........     8,100     24,790     36,710     31,720     51,630       70,930
   Amortization of debt discount .............................      --          100        215        235        260          140
   Amortization of debt issuance costs .......................      --          310        675        745        910          830
   Estimated interest portion of rents (b) ...................    12,400     17,400     22,400     19,800     17,010       10,255
                                                                ----------------------------------------------------    ---------
         Total Earnings ......................................  $ 23,900   $ 54,700   $111,200   $176,000   $216,710    $ (40,445)
                                                                ----------------------------------------------------    ---------

FIXED CHARGES:
  Interest expense whether expensed or capitalized (a) .......  $  8,500   $ 24,890   $ 37,310   $ 32,420   $ 56,730    $  72,215
  Amortization of debt discount ..............................      --          100        215        235        260          140
  Amortization of debt issuance costs ........................      --          310        675        745        910          830
  Estimated interest portion of rents (b) ....................    12,400     17,400     22,400     19,800     17,010       10,255
                                                                ----------------------------------------------------    ---------
        Total Fixed Charges ..................................  $ 20,900   $ 42,700   $ 60,600   $ 53,200   $ 74,910    $  83,440
                                                                ----------------------------------------------------    ---------


PREFERRED DIVIDEND REQUIREMENTS (c) ..........................      --        9,554     19,078     20,202     10,000         --

RATIO OF EARNINGS TO FIXED CHARGES ...........................      1.14       1.28       1.83       3.31       2.89         *
                                                                ====================================================     ========

RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
  PREFERRED STOCK DIVIDEND REQUIREMENTS ......................      1.14       1.05       1.40       2.40       2.55         *
                                                                ====================================================     ========


 *  For the six months ended June 30, 2002, fixed charges exceeded earnings
by $123.9 million.

(a) Includes interest expense and financing costs.

(b) For a majority of the marine charter leases the interest portion of rents
was estimated by using the Company's incremental borrowing rate in effect at the
inception of the leases. For the remaining leases, interest expense was
estimated by using one third of the rental payments. Total rental expense
including marine charters was approximately $45 million, $54 million, $64
million, $60 million and $66 million for the years ended 1997, 1998, 1999, 2000
and 2001, respectively, and $44 million for the six months ended June 30, 2002.

(c) Represents the amount of pretax earnings that was required to pay the
dividends on preferred stock outstanding during the periods presented.

EX-23.1

                                                                    EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Amendment No. 3 to
Registration Statement No. 333-84018 of Tesoro Petroleum Corporation on Form S-3
of our report dated January 29, 2002 (February 20, 2002 as to Note Q, Subsequent
Event), appearing in the Annual Report on Form 10-K of Tesoro Petroleum
Corporation for the year ended December 31, 2001, and to the reference to us
under the heading "Experts" in the Prospectus, which is part of such
Registration Statement.



/s/ DELOITTE & TOUCHE LLP


San Antonio, Texas
August 21, 2002

EX-23.2

                                                                    EXHIBIT 23.2

                          CONSENT OF ERNST & YOUNG LLP

We consent to the reference to our firm under the caption "Experts" in Amendment
No. 3 to the Registration Statement on Form S-3, No. 333-84018, and the related
Prospectus of Tesoro Petroleum Corporation and to the incorporation therein of
our report dated October 12, 2001 with respect to the combined financial
statements of The North Dakota and Utah Refining and Marketing Business of BP
Corporation North America Inc. as of December 31, 2000 and 1999 and for the
three years in the period ended December 31, 2000, included in Tesoro Petroleum
Corporation's Amendment No. 1 to Current Report on Form 8-K filed on October 24,
2001 with the Securities and Exchange Commission.


                                        /s/ Ernst & Young LLP


Chicago, Illinois
August 21, 2002