SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

Solicitation/Recommendation Statement Under
Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 2)

TESORO CORPORATION

(Name of Subject Company)

TESORO CORPORATION

(Name of Person(s) Filing Statement)

Common Stock, par value $0.16²/3 per share
(Title of Class of Securities)

881609101
(CUSIP Number of Class of Securities)

Charles S. Parrish, Esq.
Tesoro Corporation
Senior Vice President, General Counsel and Secretary
300 Concord Plaza Drive
San Antonio, Texas 78216-6999
(210) 828-8484

(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)

With copies to:

Charles L. Strauss, Esq.
James R. Griffin, Esq.
Fulbright & Jaworski L.L.P.
Fulbright Tower
1301 McKinney, Suite 5100
Houston, TX 77010
(713) 651-5151

and

John G. Finley, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000

o     Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

     This Amendment No. 2 amends and supplements Item 8 and Item 9 in the Solicitation/Recommendation Statement on Schedule 14D-9 originally filed with the Securities and Exchange Commission (the “SEC”) on November 21, 2007, as amended and supplemented by Amendment No. 1 filed on November 26, 2007 (as the same may be amended or supplemented from time to time, the “Schedule 14D-9”) by Tesoro Corporation, a Delaware corporation (the “Company” or “Tesoro”), relating to the tender offer by Tracinda Corporation, a Nevada corporation (“Tracinda”), as disclosed in a Tender Offer Statement on Schedule TO filed by Tracinda with the SEC on November 7, 2007, as supplemented and amended by Amendment No. 1 filed on November 15, 2007, Amendment No. 2 filed on November 26, 2007 and Amendment No. 3 filed on November 27, 2007 (as amended, the “Schedule TO”), to purchase up to 21,875,000 shares of Common Stock at a purchase price of $64.00 per share, in cash, on the terms and subject to the conditions set forth in the Offer to Purchase dated November 7, 2007, and the related Letter of Transmittal (which, collectively with any amendments or supplements thereto, constitute the “Offer”).

     Except as otherwise indicated, the information set forth in the Schedule 14D-9 remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 14D-9.

Item 8. Additional Information.

     Item 8 of the Schedule 14D-9 is hereby amended and supplemented to add, at the end of such subsection, the following information:

     On November 27, 2007, Tracinda issued a press release and filed an amendment to the Schedule TO announcing that it has withdrawn the Offer. Later that day, the Company issued a press release with respect to Tracinda’s withdrawal of the Offer, a copy of which is attached as Exhibit (a)(6) hereto and is incorporated herein by reference.

Item 9. Exhibits.

     Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following thereto:

Exhibit
Number	Description
(a)(6)*	Press release issued on November 27, 2007
(a)(7)*	Letter to Employees and Contractors, dated November 27, 2007

* Filed herewith.

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SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule is true, complete and correct.

Tesoro Corporation
By:	/s/ Charles S. Parrish
	Name:	Charles S. Parrish
	Title:	Senior Vice President, General Counsel and Secretary

Dated: November 27, 2007

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