8-K

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                                  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): FEBRUARY 5, 2002



                          TESORO PETROLEUM 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)






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




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ITEM 5. OTHER EVENTS

         On February 5, 2002, Tesoro Petroleum Corporation ("Tesoro") issued a
press release (the "Press Release") announcing that Tesoro has entered into an
asset purchase agreement with Valero Energy Corporation relating to Tesoro's
purchase of a refinery located in the San Francisco Bay Area of California along
with 70 associated retail sites throughout Northern California for a purchase
price of $945 million plus the value of inventory at closing, currently
estimated to be $130 million. We currently expect the financing of the
acquisition to consist of approximately $375 million of term loans, $70 million
of revolving credit loans, $450 million of senior subordinated debt and at least
$250 million of common stock or other equity linked securities. The foregoing is
qualified by reference to the Press Release which is filed as Exhibit 99.1 to
the Current Report on Form 8-K and is incorporated herein by reference.

         Tesoro is furnishing herewith certain data being presented by certain
of its executive officers via conference call and simultaneous webcast
commencing at 9:30 a.m. Eastern Time on February 5, 2001. This data is filed as
Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by
reference.

         The information presented may contain forward-looking statements and
certain assumptions upon which such forward-looking statements are in part
based. Numerous important factors, including those factors identified as Risk
Factors and Investment Considerations in Tesoro's Annual Report on Form 10-K and
other of the Company's filings with the Securities and Exchange Commission, and
the fact that the assumptions set forth in the presentation data could prove
incorrect, could cause actual results to differ materially from those contained
in such forward-looking statements.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (a)      Financial statements of businesses acquired.

                  Not applicable.

         (b)      Pro forma financial information.

                  Not applicable.

         (c)      Exhibits.

                  99.1     Press Release issued on February 5, 2002 by Tesoro
                           Petroleum Corporation.

                  99.2     Presentation Data.








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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:    February 5, 2002


                                         TESORO PETROLEUM CORPORATION




                                         By:  /s/ Gregory A. Wright
                                            ------------------------------
                                                  Gregory A. Wright
                                                Senior Vice President,
                                              and Chief Financial Officer




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                                INDEX TO EXHIBITS




EXHIBIT
NUMBER                            DESCRIPTION
- -------                           -----------
            
  99.1         Press Release issued on February 5, 2002 by Tesoro Petroleum
               Corporation.

  99.2         Presentation Data.







                                       4

EX-99.1

                                                                    EXHIBIT 99.1


                                                                   [TESORO LOGO]
FOR IMMEDIATE RELEASE

CONTACTS:
         JOHN ROBERTSON, DIRECTOR INVESTOR RELATIONS, (210) 283-2687
         TARA FORD, DIRECTOR PUBLIC RELATIONS, (210) 283-2676



               TESORO AGREES TO PURCHASE THE GOLDEN EAGLE REFINERY
                        AND 70 RETAIL SITES FROM VALERO


         SAN ANTONIO - FEBRUARY 5, 2002 - Tesoro Petroleum Corporation
(NYSE:TSO) announced today that it has reached a definitive agreement to acquire
the 168,000 barrel-per-day Golden Eagle refinery located in the San Francisco
Bay Area of California along with 70 associated retail sites throughout Northern
California from Valero Energy Corporation (NYSE:VLO).

         The purchase price will be $945 million plus the value of inventory at
closing, currently estimated to be $130 million. Additionally, the agreement
includes contingency payments of up to $150 million, which will be paid only if
annual California refining industry spreads exceed the 1997 to 2001 average. The
contingency period begins in 2003 and has a term of five years.

         Tesoro's combined throughput capacity will increase by more than 40
percent to nearly 560,000 barrels per day. In addition, Tesoro's branded retail
network will expand to approximately 750 locations, including nearly 100
stations in California.


                                    - MORE -




         The divestiture of the Golden Eagle refinery and associated retail
assets was mandated by the consent decree executed last year between Valero and
the Federal Trade Commission as a condition of Valero's merger with Ultramar
Diamond Shamrock.

         Tesoro expects the transaction to be immediately accretive to earnings
exclusive of estimated annual synergies of between $30 million to $50 million.
The transaction is expected to close in April 2002 and is subject to the
customary legal and regulatory conditions. The Company will issue a combination
of debt and equity to fund the transaction. Lehman Brothers served as the
Company's sole financial advisor.

         "This transaction is consistent with our strategy of growth through
accretive acquisitions. The purchase of this integrated business unit will
increase our size and scope in the western United States and give us meaningful
synergies that will favorably impact our bottom line," said Bruce Smith,
chairman, president and CEO of Tesoro Petroleum. "We are excited about the
expansion of our brand and the ability to increase our gasoline supply to the
independent marketers."

         "This is a winning situation for everyone," Smith said. "The sale gives
good financial benefit to shareholders and permits both companies to move
forward with their strategies. California gains a new competitor in its refining
and marketing industry, one capable of offering additional gasoline supply from
our other operations in the western United States. And, the speed of the
transaction will eliminate uncertainty for employees and permit a smooth
integration."

         The highly sophisticated Golden Eagle refinery currently produces
approximately 105,000 barrels per day of gasoline, about 70 percent of which is
California Air Resources Board (CARB) phase II and it is the largest producer of
CARB diesel. The Company will continue the safety and reliability investment
program initiated by Valero. Included in this capital program is a project
currently under way that will increase CARB production.


                                    - MORE -


PUBLIC INVITED TO LISTEN TO ANALYST CONFERENCE CALL VIA INTERNET

          Tesoro will host a conference call related to the transaction on
Tuesday, February 5, 2002 at 9:30 a.m. EST to discuss this release. Interested
parties may listen to the live conference call broadcast and view the associated
presentation over the Internet on the company's website at
http://www.tesoropetroleum.com. This presentation will be archived on Tesoro's
Internet site following the presentation.

         Individuals wishing to listen to Tesoro's presentation will need
RealPlayer, which can be downloaded free of charge from http://www.real.com.
Please allow at least 15 minutes to complete the download.

         Tesoro Petroleum Corporation, a Fortune 500 Company, is an independent
refiner and marketer of petroleum products and provider of marine logistics
services. Tesoro operates five refineries in the western U.S. with a combined
capacity of 390,000 barrels per day. Tesoro's growing retail marketing system
includes more than 675 branded retail stations, of which approximately 200 are
company owned and operated under the Tesoro(TM) and Mirastar(TM) brands. After
the close of this transaction, the new organization is expected to have more
than 4,500 employees, six refineries with a total throughput capacity of 560,000
barrels per day, and a network of approximately 750 retail outlets.

      This news release contains certain statements that are "forward-looking"
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements contain projections as to the expected effects of the acquisition on
future earnings and cash flows. Factors which may cause actual results to differ
from those forward-looking statements include, changes in general economic
conditions, disruptions due to equipment interruptions or failure at Tesoro or
third-party facilities, and other factors beyond Tesoro's control. For more
information concerning factors that could cause such a difference, see Tesoro's
annual report on Form 10-K and other of Tesoro's reports filed with the
Securities and Exchange Commission. Tesoro undertakes no obligation to publicly
release the result of any revisions to any such forward-looking statements that
may be made to reflect events or circumstances that occur, or which Tesoro
becomes aware of, after the date hereof.



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EX-99.2