8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 3, 2005

Tesoro Corporation

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	1-3473 (Commission File Number)	95-0862768 (IRS Employer Identification No.)
300 Concord Plaza Drive San Antonio, Texas (Address of principal executive offices)		78216-6999 (Zip Code)

(210) 828-8484
(Registrant’s telephone
number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On November 3, 2005, Tesoro Corporation (the “Company”) issued a press release (the “Press Release”) announcing that it intends to offer, pursuant to Rule 144A and Regulation S under the Securities Act of 1933, $900 million in principal amount of senior notes due 2012 and 2015. The Company intends to use the proceeds from the offering, together with cash on hand, to repurchase the Company’s outstanding 9 5/8% Senior Subordinated Notes due 2008, 9 5/8% Senior Subordinated Notes due 2012 and 8% Senior Secured Notes due 2008. The foregoing is qualified by reference to the Press Release, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

     (c) Exhibits.

99.1 Press Release issued on November 3, 2005 by Tesoro Corporation.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 3, 2005

TESORO CORPORATION
By:	/s/ GREGORY A. WRIGHT
	Gregory A. Wright
	Executive Vice President and Chief Financial Officer

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Index to Exhibits

Item
Number		Exhibit
	99.1	Press Release issued on November 3, 2005 by Tesoro Corporation.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:

A. Pierre Dubois, Manager, Investor Relations, (210) 283-2164

TESORO CORPORATION ANNOUNCES INTENTION TO OFFER
$900 MILLION IN SENIOR NOTES

     SAN ANTONIO — November 3, 2005 — Tesoro Corporation (NYSE:TSO) today announced that it intends to offer, pursuant to Rule 144A and Regulation S under the Securities Act of 1933, $900 million in principal amount of senior notes due 2012 and 2015. The Company intends to use the proceeds from the offering, together with cash on hand, to repurchase the Company’s outstanding 9 ⅝% Senior Subordinated Notes due 2008, 9 ⅝% Senior Subordinated Notes due 2012 and 8% Senior Secured Notes due 2008.

     The offer of the proposed senior notes will be made only by means of an offering memorandum to qualified investors and has not been registered under the Securities Act of 1933, and may not be offered or sold in the United States absent registration under the Securities Act of 1933 or an applicable exemption from the registration requirements of the Securities Act of 1933.

     This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any of these securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

     Tesoro Corporation, a Fortune 500 Company, is an independent refiner and marketer of petroleum products. Tesoro operates six refineries in the western United States with a combined capacity of nearly 560,000 barrels per day. Tesoro’s retail-

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     marketing system includes almost 500 branded retail stations, of which over 200 are company operated under the Tesoro® and Mirastar® brands.

     The foregoing statements regarding the Company’s intentions with respect to the contemplated offering and other transactions described above are forward-looking statements under the Private Securities Litigation Reform Act of 1995, and actual results could vary materially from the statements made. The Company’s ability to complete the offering and other transactions described above successfully is subject to various risks, many of which are outside of its control, including prevailing conditions in the capital markets and other risks and uncertainties as detailed from time to time in the reports filed by the Company with the Securities and Exchange Commission.

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