EXHIBIT 3.47


                            CERTIFICATE OF FORMATION
                                       OF
                               TESORO WASATCH, LLC

        This Certificate of Formation of Tesoro Wasatch, LLC (the "LLC"), dated
   December 19, 2002, is being duly executed and filed to form a limited
   liability company under the Delaware Limited Liability Company Act (6 Del.C.
   ss. 18-101, et seq.).


FIRST. The name of the limited liability company formed hereby is Tesoro
Wasatch, LLC.

SECOND. The address of the registered office of the LLC in the State of Delaware
is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange
Street, County of New Castle, Wilmington, Delaware 19801.

THIRD. The name and address of the registered agent for service of process on
the LLC in the State of Delaware is The Corporation Trust Company, Corporation
Trust Center, 1209 Orange Street, County of New Castle, Wilmington, Delaware
19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation
as of the date first above written.


                                   By:  /s/ CHARLES S. PARRISH
                                       ----------------------------------------
                                       Charles S. Parrish, Assistant Secretary