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): March 6, 2008

Tesoro Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-3473	95-0862768
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

300 Concord Plaza Drive	78216-6999
San Antonio, Texas	(Zip Code)
(Address of principal executive offices)

(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 1.02 Termination of a Material Definitive Agreement

On March 6, 2008, the Board of Directors (the “Board”) of Tesoro Corporation (the “Company”), acting upon the recommendation of the Corporate Governance Committee of the Board, approved the termination of the Rights Agreement, dated as of November 20, 2007, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”). The Rights Agreement is described in the Company’s Current Report on Form 8-K filed on November 21, 2007, which is incorporated by reference herein.

In connection with the Corporate Governance Committee’s recommendation, the Board approved, and the Company entered into, a First Amendment to Rights Agreement (the “Amendment”), which changes the final expiration date of the rights issued pursuant to the Rights Agreement (the “Rights”) from November 20, 2010 to March 6, 2008. Accordingly, the Rights expired at the close of business on March 6, 2008 and the Rights Agreement has been terminated and is of no further force and effect. The Rights will be de-listed from the New York Stock Exchange, and de-registered under the Securities Exchange Act of 1934.

A copy of the Amendment is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.03 Material Modifications to Rights of Security Holders

The information set forth in each of Item 1.02 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

In connection with the termination of the Rights Agreement, on March 7, 2008, the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware to eliminate all references in the Company’s Restated Certificate of Incorporation to its Series B Junior Participating Preferred Stock. A copy of the Certificate of Elimination is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

The Company issued a press release on March 7, 2008 describing the Amendment and the termination of the Rights Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

3.1	Certificate of Elimination
4.1	Amendment to Rights Agreement
99.1	Press Release

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: March 7, 2008

TESORO CORPORATION
By:	/s/ Charles S. Parrish
	Charles S. Parrish
	Senior Vice President, General Counsel and Secretary

Index to Exhibits

Item
Number	Exhibit
3.1	Certificate of Elimination
4.1	Amendment to Rights Agreement
99.1	Press Release

EX-3.1

Exhibit 3.1

CERTIFICATE OF ELIMINATION
OF
SERIES B JUNIOR PARTICIPATING PREFERRED STOCK
OF
TESORO CORPORATION

Pursuant to Section 151(g)
of the General Corporation Law
of the State of Delaware

          Tesoro Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Company”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:

     1. That the Board of Directors of the Company (the “Board”), pursuant to Section 151 of the DGCL and the authority granted in the Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”), by resolution duly adopted, authorized the issuance of a series of 1,250,000 shares of Series B Junior Participating Preferred Stock, without par value (the “Series B Preferred Stock”), and established the powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof, and authorized the filing of a certificate of designations (the “Series B Certificate of Designations”) with respect to such Series B Preferred Stock, which Series B Certificate of Designations was filed by the Company in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on February 4, 2008.

     2. That no shares of Series B Preferred Stock have been issued and, therefore, no shares of Series B Preferred Stock are outstanding as of the date hereof.

     3. That the Board has adopted the following resolutions:

     NOW, THEREFORE, BE IT RESOLVED, that the Board hereby determines that no shares of the Series B Preferred Stock are outstanding, and that no additional shares of such Series B Preferred Stock shall be issued pursuant to the Series B Certificate of Designations; and

     FURTHER RESOLVED, that all matters set forth in the Series B Certificate of Designations with respect to the Series B Preferred Stock be eliminated from the Certificate of Incorporation; and

     FURTHER RESOLVED, that the Chairman of the Board, President and Chief Executive Officer; the Executive Vice President and Chief Operating Officer; the Executive Vice President and Chief Administrative Officer; the Senior Vice President, General Counsel and Secretary; the Vice President,

-1-

Chief Financial Officer; and the Vice President and Controller of the Company (collectively, the “Authorized Officers”) be, and each of them hereby is, authorized and directed to file a Certificate of Elimination with the office of the Secretary of State setting forth a copy of these resolutions whereupon all matters set forth in the Series B Certificate of Designations with respect to such Series B Preferred Stock shall be eliminated from the Certificate of Incorporation; and

     FURTHER RESOLVED, that the Authorized Officers of the Company be, and they hereby are, authorized and directed, jointly and severally, for and in the name and on behalf of the Company, to execute and deliver any and all certificates, agreements, and other documents, take any and all steps and do any and all things which they may deem necessary or advisable in order to effect the purposes of each and all of the foregoing resolutions; and

     FURTHER RESOLVED, that any actions taken by such Authorized Officers prior to the date of these resolutions that are within the authority conferred hereby are hereby ratified, confirmed and approved in all respects as the act and deed of the Company.

     4. That, accordingly, all matters set forth in the Series B Certificate of Designations with respect to the Series B Preferred Stock be, and hereby are, eliminated from the Certificate of Incorporation, as heretofore amended.

-2-

     IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by its duly authorized officer as of this 7th day of March, 2008.

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

-3-

EX-4.1

Exhibit 4.1

EXECUTION VERSION

FIRST AMENDMENT TO RIGHTS AGREEMENT

     This First Amendment to Rights Agreement, dated as of March 6, 2008 (this “Amendment”), is between TESORO CORPORATION, a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Rights Agent”).

W I T N E S S E T H:

     WHEREAS, the Rights Agent and the Company are parties to that certain Rights Agreement, dated as of November 20, 2007 (the “Rights Agreement”);

     WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may, and the Rights Agent shall if the Company so directs, supplement or amend any provision of the Rights Agreement in any respect, without the approval of any holders of Rights, during such time as the Rights are redeemable;

     WHEREAS, the Rights are currently redeemable;

     WHEREAS, the Board of Directors of the Company has determined to amend the Rights Agreement in certain respects; and

     WHEREAS, the Company has delivered to the Rights Agent a certificate stating that this Amendment complies with Section 27 of the Rights Agreement and has directed the Rights Agent to amend the Rights Agreement as set forth herein.

     NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the Company and the Rights Agent hereby agree as follows:

     Section 1. Certain Definitions. Capitalized terms used in this Amendment but not otherwise defined shall have the meanings given to such terms in the Rights Agreement.

     Section 2. Amendments. Section 7(a) of the Rights Agreement is hereby deleted and replaced in its entirety with the following paragraph:

     Section 7. Exercise of Rights: Purchase Price; Final Expiration Date of Rights.

     (a) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purposes together with payment of the Purchase Price for each one one-thousandth of one share of the Preferred Stock as to which the Rights are exercised, at or prior to the earliest of (i) the close of business on March 6, 2008 (the “Final Expiration Date”), or (ii) the time at which the Rights are redeemed as provided in Section 23 (“Redemption Date”), or (iii) the time at which such Rights are exchanged as provided for in Section 24.

-1-

     Section 3. Remaining Terms. All other provisions of the Rights Agreement that are not expressly amended hereby shall continue in full force and effect. Notwithstanding the foregoing, the Rights Agent and the Company acknowledge and agree that upon the Final Expiration Date (as amended hereby), the Rights Agreement shall terminate and be of no further force and effect.

     Section 4. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

     Section 5. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state.

     Section 6. Descriptive Headings; References. Descriptive headings of the several sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

     Section 7. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

{Remainder of Page Left Intentionally Blank}

-2-

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and their respective seals to be hereunto affixed and attested, all as of the day and year first above written.

Attest:			TESORO CORPORATION
By	/s/ Otto C. Schwethelm		By	/s/ Charles S. Parrish
	Name:	Otto C. Schwethelm		Name:	Charles S. Parrish
	Title:	Vice President, Chief Financial Officer		Title:	Senior Vice President, General Counsel and Secretary
			AMERICAN STOCK TRANSFER & TRUST COMPANY
			By:	/s/ Herb Lemmer
				Name:	Herb Lemmer
				Title:	Vice President

-3-

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contacts:

Investors:
Scott Phipps, Director, Investor Relations, (210) 283-2882

Media:
Natalie Silva, Director, Public Relations, (210) 283-2729

TESORO CORPORATION TERMINATES RIGHTS PLAN

SAN ANTONIO — March 7, 2008 — The Board of Directors of Tesoro Corporation (“Tesoro”) (NYSE: TSO) today announced the termination of the Tesoro stockholder rights plan. Originally scheduled to expire on November 20, 2010, the plan was amended to accelerate the expiration date to the close of business yesterday, March 6, 2008. The plan required regular assessment by the Board, and the termination of the plan follows the Board’s review consistent with that provision. Stockholders do not have to take any action as a result of this termination, and do not have to exchange stock certificates.

“Both the implementation and termination of this plan reflect the Board’s commitment to acting in the best interest of our stockholders, and we will continue to act in that regard,” said Bruce A. Smith, Tesoro Chairman, President and Chief Executive Officer.

As previously announced, the rights plan contained a number of stockholder friendly provisions designed to comply with RiskMetrics Group (ISS) policies on rights plans, including a “Qualified Offer” provision. The Board has reserved the right to take any action in the future that it determines in the exercise of its fiduciary duties to be necessary or advisable, which could include the adoption of a new stockholder rights plan.

About Tesoro Corporation
Tesoro Corporation, a Fortune 150 Company, is an independent refiner and marketer of petroleum products. Tesoro, through its subsidiaries, operates seven refineries in the western United States with a combined capacity of approximately 660,000 barrels per day. Tesoro’s retail-marketing system includes over 900 branded retail stations, of which more than 445 are company owned under the Tesoro^®, Shell^®, Mirastar^® and USA Gasoline™ brands.