EXHIBIT 10.33


                                SECOND AMENDMENT
            TO THE TESORO PETROLEUM CORPORATION AMENDED AND RESTATED
                       EXECUTIVE LONG-TERM INCENTIVE PLAN



         THIS AGREEMENT by Tesoro Petroleum Corporation (the "Sponsor"),

                                   WITNESSETH:

         WHEREAS, the Sponsor maintains the Plan known as the "Tesoro Petroleum
Corporation Amended and Restated Executive Long-Term Incentive Plan" (the
"Plan"); and

         WHEREAS, the Sponsor retained the right in Section 14.1 of the Plan to
amend the Plan from time to time;
and

         WHEREAS, the Directors of the Sponsor have approved resolutions to
amend the Plan;

         NOW, THEREFORE, the Sponsor agrees that, subject to and contingent upon
the approval of this amendment by the Sponsor's stockholders, Section 1.3 of the
Plan is hereby amended in its entirety to read as follows:

              1.3   DURATION OF THE PLAN. The Plan shall commence on the
                    Effective Date, as described in Section 1.1 herein,
                    and shall remain in effect, subject to the right of
                    the Board of Directors to terminate the Plan at any
                    time pursuant to Article 14 herein, until all Shares
                    subject to it shall have been purchased or acquired
                    according to the Plan's provisions. However, in no
                    event may an Award be granted under the Plan on or
                    after September 15, 2008 and in no event may an
                    Incentive Stock Option be granted under the Plan on
                    or after September 15, 2003.


         Approved by the Directors:  March 13, 2003