<PAGE>   1
      As filed with the Securities and Exchange Commission on June 12, 2000

                                                           REGISTRATION NO. 333-
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            -----------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            -----------------------

                          TESORO PETROLEUM CORPORATION
             (Exact name of registrant as specified in its charter)


           DELAWARE                                          95-0862768
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                          Identification No.)

        300 CONCORD PLAZA DRIVE                               78216-6999
          SAN ANTONIO, TEXAS                                  (Zip Code)
(Address of Principal Executive Offices)

      TESORO PETROLEUM CORPORATION AMENDED AND RESTATED EXECUTIVE LONG-TERM
                                 INCENTIVE PLAN

           TESORO PETROLEUM CORPORATION KEY EMPLOYEE STOCK OPTION PLAN
                            (Full title of the Plans)

                                 BRUCE A. SMITH
    CHAIRMAN OF THE BOARD OF DIRECTORS, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          TESORO PETROLEUM CORPORATION
                             300 CONCORD PLAZA DRIVE
                          SAN ANTONIO, TEXAS 78216-6999
                     (Name and address of agent for service)

                                 (210) 828-8484
          (Telephone number, including area code, of agent for service)

                            -----------------------

                                  With Copy to:

                           FULBRIGHT & JAWORSKI L.L.P.
                             300 CONVENT, SUITE 2200
                            SAN ANTONIO, TEXAS 78205
                                 (210) 224-5575
                          ATTENTION: Phillip M. Renfro

                            -----------------------

<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                      PROPOSED           PROPOSED MAXIMUM
  TITLE OF SECURITIES         AMOUNT TO           MAXIMUM OFFERING      AGGREGATE OFFERING          AMOUNT OF
   TO BE REGISTERED         BE REGISTERED        PRICE PER SHARE(3)          PRICE(3)           REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
<S>                        <C>                   <C>                    <C>                    <C>
     Common Stock,
   $.16 2/3 par value      2,800,000 (1)(2)            $9.875              $27,650,000              $7,299.60
---------------------------------------------------------------------------------------------------------------------
         Total                2,800,000                  --                $27,650,000              $7,299.60
=====================================================================================================================
</TABLE>

(1)      The securities to be registered include an additional 2,600,000 shares
         reserved for issuance under the Tesoro Petroleum Corporation Amended
         and Restated Executive Long-Term Incentive Plan and 200,000 shares
         reserved for issuance under the Tesoro Petroleum Corporation Key
         Employee Stock Option Plan.

(2)      There are also registered hereby such indeterminate number of shares of
         Common Stock as may become issuable by reason of anti-dilution
         provisions of the Tesoro Petroleum Corporation Amended and Restated
         Executive Long-Term Incentive Plan and the Tesoro Petroleum Corporation
         Key Employee Stock Option Plan.

(3)      Estimated solely for the purpose of calculating the registration fee in
         accordance with Rule 457(h), on the basis of the average of the high
         and low closing prices of the Common Stock as reported on the New York
         Stock Exchange on June 7, 2000.

================================================================================
<PAGE>   2
                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

         Tesoro Petroleum Corporation, a Delaware corporation (the "Registrant"
or the "Company"), hereby incorporates by reference into this Registration
Statement the contents of its Registration Statement No. 333-25379 on Form S-8
relating to the Registrant's Amended and Restated Executive Long-Term Incentive
Plan. In addition, the following documents are hereby incorporated by reference
in this Registration Statement:

         1. The Annual Report on Form 10-K of the Company for the year ended
December 31, 1999 filed March 29, 2000;

         2. The Current Reports on Form 8-K of the Company filed January 3, 2000
and January 13, 2000;

         3. The Quarterly Report on Form 10-Q of the Company for the quarter
ended March 31, 2000 filed May 15, 2000; and

         4. The description of the Registrant's Common Stock, $.16 2/3 par
value, set forth under the caption "Description of Common Stock" in the
Prospectus that is included in the Registrant's Registration Statement on Form
S-3 dated May 4, 1998 (Registration No. 333-51789), as amended, filed by the
Registrant with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act").

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") subsequent to the filing hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.


                                       -2-
<PAGE>   3

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law empowers the
Registrant to, and the bylaws of the Registrant provide that it shall, indemnify
to the full extent authorized or permitted by the laws of the State of Delaware
any person who is made, or threatened to be made, a party to an action, suit or
proceeding (whether civil, criminal, administrative or investigative) by reason
of the fact that he, his testator or intestate is or was a director, officer or
employee of the Registrant, respectively, or serves or served any other
enterprise at the request of the Registrant.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         4.1    - Restated Certificate of Incorporation of the Company
                  (incorporated by reference herein to Exhibit 3 to the
                  Company's Annual Report on Form 10- K for the fiscal year
                  ended December 31, 1993, File No. 1-3473)

         4.2    - By-Laws of the Company, as amended through June 6, 1996
                  (incorporated by reference herein to Exhibit 3.2 to the
                  Company's Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1996, File No. 1-3473)

         4.3    - Amendment to Restated Certificate of Incorporation of the
                  Company adding a new Article IX limiting Directors' Liability
                  (incorporated by reference herein to Exhibit 3(b) to the
                  Company's Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1993, File No. 1-3473)

         4.4    - Certificate of Designation Establishing a Series of $2.20
                  Cumulative Convertible Preferred Stock, dated as of January
                  26, 1983 (incorporated by reference herein to Exhibit 3(c) to
                  the Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1993, File No. 1-3473)

         4.5    - Certificate of Designation Establishing a Series A
                  Participating Preferred Stock, dated as of December 16, 1985
                  (incorporated by reference herein to


                                      -3-
<PAGE>   4
                  Exhibit 3(d) to the Company's Annual Report on Form 10-K for
                  the fiscal year ended December 31, 1993, File No. 1-3473)

         4.6    - Certificate of Amendment, dated as of February 9, 1994, to
                  Restated Certificate of Incorporation of the Company amending
                  Article IV, Article V, Article VII and Article VIII
                  (incorporated by reference herein to Exhibit 3(e) to the
                  Company's Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1993, File No. 1-3473)

         4.7    - Certificate of Amendment, dated as of August 3, 1998, to
                  Certificate of Incorporation of the Company, amending Article
                  IV, increasing the number of authorized shares of Common Stock
                  from 50,000,000 to 100,000,000 (incorporated by reference
                  herein to Exhibit 3.1 to the Company's Quarterly Report on
                  Form 10-Q for the period ended September 30, 1998, File No.
                  1-3473)

         4.8    - Certificate of Designation of 7.25% Mandatorily Convertible
                  Preferred Stock (incorporated by reference herein to Exhibit
                  4.1 to the Company's Current Report on Form 8-K filed on July
                  1, 1998, File No. 1-3473)

         4.9    - Form of Coastwide Energy Services, Inc. 8% Convertible
                  Subordinated Debenture (incorporated by reference herein to
                  Exhibit 4.3 to Post-Effective Amendment No. 1 to Registration
                  No. 333-00229)

         4.10   - Debenture Assumption and Conversion Agreement dated as of
                  February 20, 1996, between the Company, Coastwide Energy
                  Services, Inc. and CNRG Acquisition Corp. (incorporated by
                  reference herein to Exhibit 4.4 to Post-Effective Amendment
                  No. 1 to Registration No. 333-00229)

         4.11   - Form of Cancellation/Substitution Agreement by and between
                  the Company, Coastwide Energy Services, Inc. and Optionee
                  (incorporated by reference herein to Exhibit 4.6 to
                  Post-Effective Amendment No. 1 to Registration No. 333-00229)

         4.12   - Indenture, dated as of July 2, 1998, between the Company and
                  U.S. Bank Trust National Association, as Trustee (incorporated
                  by reference herein to Exhibit 4.4 to Registration Statement
                  No. 333-59871)

         4.13   - Form of 9% Senior Subordinated Notes due 2008 and 9% Senior
                  Subordinated Notes due 2008, Series B (filed as part of
                  Exhibit 4.12 hereof) (incorporated by reference herein to
                  Exhibit 4.5 to Registration Statement No. 333-59871)


                                      -4-
<PAGE>   5
         4.14   - Third Amended and Restated Credit Agreement (the "Senior
                  Credit Facility"), dated as of July 2, 1998, among the
                  Company, the Lenders parties thereto, Lehman Brothers Inc., as
                  Arranger, Lehman Commercial Paper Inc., as Syndication Agent,
                  the First National Bank of Chicago, as Co-Administrative Agent
                  and as General Administrative Agent, Paribas, as
                  Co-Administrative Agent and as Collateral Agent and The Bank
                  of Nova Scotia, as Documentation Agent (incorporated by
                  reference herein to Exhibit 4.6 to Registration Statement No.
                  333-59871)

         4.15   - Consent and Confirmation, dated as of July 2, 1998, with
                  respect to the Senior Credit Facility, dated as of July 2,
                  1998 (incorporated by reference herein to Exhibit 4.7 to
                  Registration Statement No. 333-59871)

         4.16   - Deposit Agreement among the Company, The Bank of New York
                  and the holders from time to time of depository receipts
                  executed and delivered thereunder (incorporated by reference
                  to Exhibit 4.2 to the Company's Current Report on Form 8-K
                  filed on July 1, 1998, File No. 1-3473)

         4.17   - Form of depository receipt evidencing ownership of Premium
                  Income Equity Securities (filed as a part of Exhibit 4.16
                  hereof) (incorporated by reference herein to Exhibit 4.9 to
                  Registration Statement No. 333-59871)

         4.18   - Amended and Restated First Amendment and Consent, dated as
                  of November 10, 1999, to the Senior Credit Facility
                  (incorporated by reference herein to Exhibit 4.1 to the
                  Company's Current Report on Form 8-K filed January 3, 2000,
                  File No. 1-3473)

         4.19   - Second Amendment, dated as of February 22, 2000, to the
                  Senior Credit Facility (incorporated by reference herein to
                  Exhibit 4.9 to the Company's Annual Report on Form 10-K for
                  the fiscal year ended December 31, 1999, File No. 1-3473)

         5.1*   - Opinion of Fulbright & Jaworski L.L.P. as to the legality of
                  the securities being registered

         23.1*  - Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
                  5.1)

         23.2*  - Consent of Deloitte & Touche LLP

         24.1*  - Powers of Attorney from the members of the Board of
                  Directors of the Company (contained on signature pages hereof)


                                      -5-
<PAGE>   6

         99.1*  - The Company's Amended and Restated Executive Long-Term
                  Incentive Plan, as amended through May 25, 2000


-----------------------------
* Filed herewith


                                      -6-
<PAGE>   7

ITEM 9.  UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
         the Securities Act;

                  (ii) To reflect in the prospectus any facts or events arising
         after the effective date of this Registration Statement (or the most
         recent post-effective amendment hereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in this Registration Statement; and

                  (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in this Registration
         Statement or any material change to such information in this
         Registration Statement;

Provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act, that are incorporated by reference in this
Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and


                                      -7-
<PAGE>   8

is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                      -8-
<PAGE>   9

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Antonio, State of Texas, on June 12, 2000.


                                       TESORO PETROLEUM CORPORATION



                                       By:     /s/  Bruce A. Smith
                                          ------------------------------------
                                                    Bruce A. Smith
                                           Chairman of the Board of Directors,
                                          President and Chief Executive Officer


                                      -9-
<PAGE>   10
                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints James C. Reed, Jr. and Bruce A. Smith, or
either of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same and all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting said attorney-in-fact and agent, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or either of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

                    SIGNATURE                                          TITLE                                      DATE
                    ---------                                          -----                                      ----
<S>                                                 <C>                                                       <C>
             /s/ BRUCE A. SMITH                        Chairman of the Board of Directors and                 June 12, 2000
------------------------------------------------      Director, President and Chief Executive
                 Bruce A. Smith                        Officer (Principal Executive Officer)

            /s/ GREGORY A. WRIGHT                    Senior Vice President, Financial Resources               June 12, 2000
------------------------------------------------           (Principal Financial Officer)
                Gregory A. Wright

               /s/ DON M. HEEP                      Senior Vice President, Controller (Principal              June 12, 2000
------------------------------------------------                Accounting Officer)
                   Don M. Heep

           /s/ STEVEN H. GRAPSTEIN                    Vice Chairman of the Board of Directors                 June 12, 2000
------------------------------------------------                    and Director
               Steven H. Grapstein

           /s/ WILLIAM J. JOHNSON                                     Director                                June 12, 2000
------------------------------------------------
               William J. Johnson

                                                                      Director                                June 12, 2000
------------------------------------------------
              Raymond K. Mason, Sr.

            /s/ DONALD H. SCHMUDE                                     Director                                June 12, 2000
------------------------------------------------
                Donald H. Schmude

             /s/ PATRICK J. WARD                                      Director                                June 12, 2000
------------------------------------------------
                 Patrick J. Ward

                                                                      Director                                June 12, 2000
------------------------------------------------
              Murray L. Weidenbaum
</TABLE>


                                      -10-
<PAGE>   11

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
     EXHIBIT
     NUMBER
     --------
<S>            <C>
     4.1   -   Restated Certificate of Incorporation of the Company
               (incorporated by reference herein to Exhibit 3 to the
               Company's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1993, File No. 1-3473)

     4.2   -   By-Laws of the Company, as amended through June 6, 1996
               (incorporated by reference herein to Exhibit 3.2 to the Company's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               1996, File No. 1-3473)

     4.3   -   Amendment to Restated Certificate of Incorporation of the Company
               adding a new Article IX limiting Directors' Liability
               (incorporated by reference herein to Exhibit 3(b) to the
               Company's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1993, File No. 1-3473)

     4.4   -   Certificate of Designation Establishing a Series of $2.20
               Cumulative Convertible Preferred Stock, dated as of January 26,
               1983 (incorporated by reference herein to Exhibit 3(c) to the
               Company's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1993, File No. 1-3473)

     4.5   -   Certificate of Designation Establishing a Series A Participating
               Preferred Stock, dated as of December 16, 1985 (incorporated by
               reference herein to Exhibit 3(d) to the Company's Annual Report
               on Form 10-K for the fiscal year ended December 31, 1993, File
               No. 1-3473)

     4.6   -   Certificate of Amendment, dated as of February 9, 1994, to
               Restated Certificate of Incorporation of the Company amending
               Article IV, Article V, Article VII and Article VIII (incorporated
               by reference herein to Exhibit 3(e) to the Company's Annual
               Report on Form 10-K for the fiscal year ended December 31, 1993,
               File No. 1-3473)

     4.7   -   Certificate of Amendment, dated as of August 3, 1998, to
               Certificate of Incorporation of the Company, amending Article IV,
               increasing the number of authorized shares of Common Stock from
               50,000,000 to 100,000,000 (incorporated by reference herein to
               Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for
               the period ended September 30, 1998, File No. 1-3473)

     4.8   -   Certificate of Designation of 7.25% Mandatorily Convertible
               Preferred Stock (incorporated by reference herein to Exhibit 4.1
               to the Company's Current Report on Form 8-K filed on July 1,
               1998, File No. 1-3473)

     4.9   -   Form of Coastwide Energy Services, Inc. 8% Convertible
               Subordinated Debenture (incorporated by reference herein to
               Exhibit 4.3 to Post-Effective Amendment No. 1 to Registration No.
               333-00229)
</TABLE>

<PAGE>   12

<TABLE>
<S>            <C>
     4.10  -   Debenture Assumption and Conversion Agreement dated as of
               February 20, 1996, between the Company, Coastwide Energy
               Services, Inc. and CNRG Acquisition Corp. (incorporated by
               reference herein to Exhibit 4.4 to Post-Effective Amendment No. 1
               to Registration No. 333-00229)

     4.11  -   Form of Cancellation/Substitution Agreement by and between the
               Company, Coastwide Energy Services, Inc. and Optionee
               (incorporated by reference herein to Exhibit 4.6 to
               Post-Effective Amendment No. 1 to Registration No. 333-00229)

     4.12  -   Indenture, dated as of July 2, 1998, between the Company and U.S.
               Bank Trust National Association, as Trustee (incorporated by
               reference herein to Exhibit 4.4 to Registration Statement No.
               333-59871)

     4.13  -   Form of 9% Senior Subordinated Notes due 2008 and 9% Senior
               Subordinated Notes due 2008, Series B (filed as part of Exhibit
               4.12 hereof) (incorporated by reference herein to Exhibit 4.5 to
               Registration Statement No. 333-59871)

     4.14  -   Third Amended and Restated Credit Agreement (the "Senior Credit
               Facility"), dated as of July 2, 1998, among the Company, the
               Lenders parties thereto, Lehman Brothers Inc., as Arranger,
               Lehman Commercial Paper Inc., as Syndication Agent, the First
               National Bank of Chicago, as Co-Administrative Agent and as
               General Administrative Agent, Paribas, as Co-Administrative Agent
               and as Collateral Agent and The Bank of Nova Scotia, as
               Documentation Agent (incorporated by reference herein to Exhibit
               4.6 to Registration Statement No. 333-59871)

     4.15  -   Consent and Confirmation, dated as of July 2, 1998, with respect
               to the Senior Credit Facility, dated as of July 2, 1998
               (incorporated by reference herein to Exhibit 4.7 to Registration
               Statement No. 333-59871)

     4.16  -   Deposit Agreement among the Company, The Bank of New York and the
               holders from time to time of depository receipts executed and
               delivered thereunder (incorporated by reference to Exhibit 4.2 to
               the Company's Current Report on Form 8-K filed on July 1, 1998,
               File No. 1-3473)

     4.17  -   Form of depository receipt evidencing ownership of Premium Income
               Equity Securities (filed as a part of Exhibit 4.16 hereof)
               (incorporated by reference herein to Exhibit 4.9 to Registration
               Statement No. 333-59871)

     4.18  -   Amended and Restated First Amendment and Consent, dated as of
               November 10, 1999, to the Senior Credit Facility (incorporated by
               reference herein to Exhibit 4.1 to the Company's Current Report
               on Form 8-K filed January 3, 2000, File No. 1-3473)

     4.19  -   Second Amendment, dated as of February 22, 2000, to the Senior
               Credit Facility (incorporated by reference herein to Exhibit 4.9
               to the Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1999, File No. 1-3473)
</TABLE>



<PAGE>   13
<TABLE>
<S>            <C>
     5.1*  -   Opinion of Fulbright & Jaworski L.L.P. as to the legality of the
               securities being registered

     23.1* -   Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1)

     23.2* -   Consent of Deloitte & Touche LLP

     24.1* -   Powers of Attorney from the members of the Board of Directors of
               the Company (contained on signature pages hereof)

     99.1* -   The Company's Amended and Restated Executive Long-Term Incentive
               Plan, as amended through May 25, 2000
</TABLE>

-----------------------------
* Filed herewith
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 30419}]
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1
      As filed with the Securities and Exchange Commission on June 12, 2000

                                                           REGISTRATION NO. 333-
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            -----------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            -----------------------

                          TESORO PETROLEUM CORPORATION
             (Exact name of registrant as specified in its charter)

           DELAWARE                                          95-0862768
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                          Identification No.)

        300 CONCORD PLAZA DRIVE                               78216-6999
          SAN ANTONIO, TEXAS                                  (Zip Code)
(Address of Principal Executive Offices)

      TESORO PETROLEUM CORPORATION AMENDED AND RESTATED EXECUTIVE LONG-TERM
                                 INCENTIVE PLAN

           TESORO PETROLEUM CORPORATION KEY EMPLOYEE STOCK OPTION PLAN
                            (Full title of the Plans)

                                 BRUCE A. SMITH
    CHAIRMAN OF THE BOARD OF DIRECTORS, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          TESORO PETROLEUM CORPORATION
                             300 CONCORD PLAZA DRIVE
                          SAN ANTONIO, TEXAS 78216-6999
                     (Name and address of agent for service)

                                 (210) 828-8484
          (Telephone number, including area code, of agent for service)

                            -----------------------

                                  With Copy to:

                           FULBRIGHT & JAWORSKI L.L.P.
                             300 CONVENT, SUITE 2200
                            SAN ANTONIO, TEXAS 78205
                                 (210) 224-5575
                          ATTENTION: Phillip M. Renfro

                            -----------------------
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                      PROPOSED           PROPOSED MAXIMUM
  TITLE OF SECURITIES         AMOUNT TO           MAXIMUM OFFERING      AGGREGATE OFFERING          AMOUNT OF
   TO BE REGISTERED         BE REGISTERED        PRICE PER SHARE(3)          PRICE(3)           REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
Common Stock,
   $.16 2/3 par value      2,800,000 (1)(2)            $9.875              $27,650,000              $7,299.60
---------------------------------------------------------------------------------------------------------------------
         Total                2,800,000                  --                $27,650,000              $7,299.60
=====================================================================================================================
(1)      The securities to be registered include an additional 2,600,000 shares
         reserved for issuance under the Tesoro Petroleum Corporation Amended
         and Restated Executive Long-Term Incentive Plan and 200,000 shares
         reserved for issuance under the Tesoro Petroleum Corporation Key
         Employee Stock Option Plan.

(2)      There are also registered hereby such indeterminate number of shares of
         Common Stock as may become issuable by reason of anti-dilution
         provisions of the Tesoro Petroleum Corporation Amended and Restated
         Executive Long-Term Incentive Plan and the Tesoro Petroleum Corporation
         Key Employee Stock Option Plan.

(3)      Estimated solely for the purpose of calculating the registration fee in
         accordance with Rule 457(h), on the basis of the average of the high
         and low closing prices of the Common Stock as reported on the New York
         Stock Exchange on June 7, 2000.

================================================================================
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

         Tesoro Petroleum Corporation, a Delaware corporation (the "Registrant"
or the "Company"), hereby incorporates by reference into this Registration
Statement the contents of its Registration Statement No. 333-25379 on Form S-8
relating to the Registrant's Amended and Restated Executive Long-Term Incentive
Plan. In addition, the following documents are hereby incorporated by reference
in this Registration Statement:

         1. The Annual Report on Form 10-K of the Company for the year ended
December 31, 1999 filed March 29, 2000;

         2. The Current Reports on Form 8-K of the Company filed January 3, 2000
and January 13, 2000;

         3. The Quarterly Report on Form 10-Q of the Company for the quarter
ended March 31, 2000 filed May 15, 2000; and

         4. The description of the Registrant's Common Stock, $.16 2/3 par
value, set forth under the caption "Description of Common Stock" in the
Prospectus that is included in the Registrant's Registration Statement on Form
S-3 dated May 4, 1998 (Registration No. 333-51789), as amended, filed by the
Registrant with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act").

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") subsequent to the filing hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

                                       -2-
3

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law empowers the
Registrant to, and the bylaws of the Registrant provide that it shall, indemnify
to the full extent authorized or permitted by the laws of the State of Delaware
any person who is made, or threatened to be made, a party to an action, suit or
proceeding (whether civil, criminal, administrative or investigative) by reason
of the fact that he, his testator or intestate is or was a director, officer or
employee of the Registrant, respectively, or serves or served any other
enterprise at the request of the Registrant.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         4.1    - Restated Certificate of Incorporation of the Company
                  (incorporated by reference herein to Exhibit 3 to the
                  Company's Annual Report on Form 10- K for the fiscal year
                  ended December 31, 1993, File No. 1-3473)

         4.2    - By-Laws of the Company, as amended through June 6, 1996
                  (incorporated by reference herein to Exhibit 3.2 to the
                  Company's Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1996, File No. 1-3473)

         4.3    - Amendment to Restated Certificate of Incorporation of the
                  Company adding a new Article IX limiting Directors' Liability
                  (incorporated by reference herein to Exhibit 3(b) to the
                  Company's Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1993, File No. 1-3473)

         4.4    - Certificate of Designation Establishing a Series of $2.20
                  Cumulative Convertible Preferred Stock, dated as of January
                  26, 1983 (incorporated by reference herein to Exhibit 3(c) to
                  the Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1993, File No. 1-3473)

         4.5    - Certificate of Designation Establishing a Series A
                  Participating Preferred Stock, dated as of December 16, 1985
                  (incorporated by reference herein to

                                      -3-
4
                  Exhibit 3(d) to the Company's Annual Report on Form 10-K for
                  the fiscal year ended December 31, 1993, File No. 1-3473)

         4.6    - Certificate of Amendment, dated as of February 9, 1994, to
                  Restated Certificate of Incorporation of the Company amending
                  Article IV, Article V, Article VII and Article VIII
                  (incorporated by reference herein to Exhibit 3(e) to the
                  Company's Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1993, File No. 1-3473)

         4.7    - Certificate of Amendment, dated as of August 3, 1998, to
                  Certificate of Incorporation of the Company, amending Article
                  IV, increasing the number of authorized shares of Common Stock
                  from 50,000,000 to 100,000,000 (incorporated by reference
                  herein to Exhibit 3.1 to the Company's Quarterly Report on
                  Form 10-Q for the period ended September 30, 1998, File No.
                  1-3473)

         4.8    - Certificate of Designation of 7.25% Mandatorily Convertible
                  Preferred Stock (incorporated by reference herein to Exhibit
                  4.1 to the Company's Current Report on Form 8-K filed on July
                  1, 1998, File No. 1-3473)

         4.9    - Form of Coastwide Energy Services, Inc. 8% Convertible
                  Subordinated Debenture (incorporated by reference herein to
                  Exhibit 4.3 to Post-Effective Amendment No. 1 to Registration
                  No. 333-00229)

         4.10   - Debenture Assumption and Conversion Agreement dated as of
                  February 20, 1996, between the Company, Coastwide Energy
                  Services, Inc. and CNRG Acquisition Corp. (incorporated by
                  reference herein to Exhibit 4.4 to Post-Effective Amendment
                  No. 1 to Registration No. 333-00229)

         4.11   - Form of Cancellation/Substitution Agreement by and between
                  the Company, Coastwide Energy Services, Inc. and Optionee
                  (incorporated by reference herein to Exhibit 4.6 to
                  Post-Effective Amendment No. 1 to Registration No. 333-00229)

         4.12   - Indenture, dated as of July 2, 1998, between the Company and
                  U.S. Bank Trust National Association, as Trustee (incorporated
                  by reference herein to Exhibit 4.4 to Registration Statement
                  No. 333-59871)

         4.13   - Form of 9% Senior Subordinated Notes due 2008 and 9% Senior
                  Subordinated Notes due 2008, Series B (filed as part of
                  Exhibit 4.12 hereof) (incorporated by reference herein to
                  Exhibit 4.5 to Registration Statement No. 333-59871)

                                      -4-
5
         4.14   - Third Amended and Restated Credit Agreement (the "Senior
                  Credit Facility"), dated as of July 2, 1998, among the
                  Company, the Lenders parties thereto, Lehman Brothers Inc., as
                  Arranger, Lehman Commercial Paper Inc., as Syndication Agent,
                  the First National Bank of Chicago, as Co-Administrative Agent
                  and as General Administrative Agent, Paribas, as
                  Co-Administrative Agent and as Collateral Agent and The Bank
                  of Nova Scotia, as Documentation Agent (incorporated by
                  reference herein to Exhibit 4.6 to Registration Statement No.
                  333-59871)

         4.15   - Consent and Confirmation, dated as of July 2, 1998, with
                  respect to the Senior Credit Facility, dated as of July 2,
                  1998 (incorporated by reference herein to Exhibit 4.7 to
                  Registration Statement No. 333-59871)

         4.16   - Deposit Agreement among the Company, The Bank of New York
                  and the holders from time to time of depository receipts
                  executed and delivered thereunder (incorporated by reference
                  to Exhibit 4.2 to the Company's Current Report on Form 8-K
                  filed on July 1, 1998, File No. 1-3473)

         4.17   - Form of depository receipt evidencing ownership of Premium
                  Income Equity Securities (filed as a part of Exhibit 4.16
                  hereof) (incorporated by reference herein to Exhibit 4.9 to
                  Registration Statement No. 333-59871)

         4.18   - Amended and Restated First Amendment and Consent, dated as
                  of November 10, 1999, to the Senior Credit Facility
                  (incorporated by reference herein to Exhibit 4.1 to the
                  Company's Current Report on Form 8-K filed January 3, 2000,
                  File No. 1-3473)

         4.19   - Second Amendment, dated as of February 22, 2000, to the
                  Senior Credit Facility (incorporated by reference herein to
                  Exhibit 4.9 to the Company's Annual Report on Form 10-K for
                  the fiscal year ended December 31, 1999, File No. 1-3473)

         5.1*   - Opinion of Fulbright & Jaworski L.L.P. as to the legality of
                  the securities being registered

         23.1*  - Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
                  5.1)

         23.2*  - Consent of Deloitte & Touche LLP

         24.1*  - Powers of Attorney from the members of the Board of
                  Directors of the Company (contained on signature pages hereof)

                                      -5-
6

         99.1*  - The Company's Amended and Restated Executive Long-Term
                  Incentive Plan, as amended through May 25, 2000

-----------------------------
* Filed herewith

                                      -6-
7

ITEM 9.  UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
         the Securities Act;

                  (ii) To reflect in the prospectus any facts or events arising
         after the effective date of this Registration Statement (or the most
         recent post-effective amendment hereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in this Registration Statement; and

                  (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in this Registration
         Statement or any material change to such information in this
         Registration Statement;

Provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act, that are incorporated by reference in this
Registration Statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and

                                      -7-
8

is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      -8-
9

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Antonio, State of Texas, on June 12, 2000.

                                       TESORO PETROLEUM CORPORATION

                                       By:     /s/  Bruce A. Smith
                                          ------------------------------------
                                                    Bruce A. Smith
                                           Chairman of the Board of Directors,
                                          President and Chief Executive Officer

                                      -9-
10
                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints James C. Reed, Jr. and Bruce A. Smith, or
either of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same and all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting said attorney-in-fact and agent, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or either of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                          TITLE                                      DATE
                    ---------                                          -----                                      ----
/s/ BRUCE A. SMITH                        Chairman of the Board of Directors and                 June 12, 2000
------------------------------------------------      Director, President and Chief Executive
                 Bruce A. Smith                        Officer (Principal Executive Officer)

            /s/ GREGORY A. WRIGHT                    Senior Vice President, Financial Resources               June 12, 2000
------------------------------------------------           (Principal Financial Officer)
                Gregory A. Wright

               /s/ DON M. HEEP                      Senior Vice President, Controller (Principal              June 12, 2000
------------------------------------------------                Accounting Officer)
                   Don M. Heep

           /s/ STEVEN H. GRAPSTEIN                    Vice Chairman of the Board of Directors                 June 12, 2000
------------------------------------------------                    and Director
               Steven H. Grapstein

           /s/ WILLIAM J. JOHNSON                                     Director                                June 12, 2000
------------------------------------------------
               William J. Johnson

                                                                      Director                                June 12, 2000
------------------------------------------------
              Raymond K. Mason, Sr.

            /s/ DONALD H. SCHMUDE                                     Director                                June 12, 2000
------------------------------------------------
                Donald H. Schmude

             /s/ PATRICK J. WARD                                      Director                                June 12, 2000
------------------------------------------------
                 Patrick J. Ward

                                                                      Director                                June 12, 2000
------------------------------------------------
              Murray L. Weidenbaum
-10-
11

                                INDEX TO EXHIBITS
EXHIBIT
     NUMBER
     --------
4.1   -   Restated Certificate of Incorporation of the Company
               (incorporated by reference herein to Exhibit 3 to the
               Company's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1993, File No. 1-3473)

     4.2   -   By-Laws of the Company, as amended through June 6, 1996
               (incorporated by reference herein to Exhibit 3.2 to the Company's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               1996, File No. 1-3473)

     4.3   -   Amendment to Restated Certificate of Incorporation of the Company
               adding a new Article IX limiting Directors' Liability
               (incorporated by reference herein to Exhibit 3(b) to the
               Company's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1993, File No. 1-3473)

     4.4   -   Certificate of Designation Establishing a Series of $2.20
               Cumulative Convertible Preferred Stock, dated as of January 26,
               1983 (incorporated by reference herein to Exhibit 3(c) to the
               Company's Annual Report on Form 10-K for the fiscal year ended
               December 31, 1993, File No. 1-3473)

     4.5   -   Certificate of Designation Establishing a Series A Participating
               Preferred Stock, dated as of December 16, 1985 (incorporated by
               reference herein to Exhibit 3(d) to the Company's Annual Report
               on Form 10-K for the fiscal year ended December 31, 1993, File
               No. 1-3473)

     4.6   -   Certificate of Amendment, dated as of February 9, 1994, to
               Restated Certificate of Incorporation of the Company amending
               Article IV, Article V, Article VII and Article VIII (incorporated
               by reference herein to Exhibit 3(e) to the Company's Annual
               Report on Form 10-K for the fiscal year ended December 31, 1993,
               File No. 1-3473)

     4.7   -   Certificate of Amendment, dated as of August 3, 1998, to
               Certificate of Incorporation of the Company, amending Article IV,
               increasing the number of authorized shares of Common Stock from
               50,000,000 to 100,000,000 (incorporated by reference herein to
               Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for
               the period ended September 30, 1998, File No. 1-3473)

     4.8   -   Certificate of Designation of 7.25% Mandatorily Convertible
               Preferred Stock (incorporated by reference herein to Exhibit 4.1
               to the Company's Current Report on Form 8-K filed on July 1,
               1998, File No. 1-3473)

     4.9   -   Form of Coastwide Energy Services, Inc. 8% Convertible
               Subordinated Debenture (incorporated by reference herein to
               Exhibit 4.3 to Post-Effective Amendment No. 1 to Registration No.
               333-00229)
12
4.10  -   Debenture Assumption and Conversion Agreement dated as of
               February 20, 1996, between the Company, Coastwide Energy
               Services, Inc. and CNRG Acquisition Corp. (incorporated by
               reference herein to Exhibit 4.4 to Post-Effective Amendment No. 1
               to Registration No. 333-00229)

     4.11  -   Form of Cancellation/Substitution Agreement by and between the
               Company, Coastwide Energy Services, Inc. and Optionee
               (incorporated by reference herein to Exhibit 4.6 to
               Post-Effective Amendment No. 1 to Registration No. 333-00229)

     4.12  -   Indenture, dated as of July 2, 1998, between the Company and U.S.
               Bank Trust National Association, as Trustee (incorporated by
               reference herein to Exhibit 4.4 to Registration Statement No.
               333-59871)

     4.13  -   Form of 9% Senior Subordinated Notes due 2008 and 9% Senior
               Subordinated Notes due 2008, Series B (filed as part of Exhibit
               4.12 hereof) (incorporated by reference herein to Exhibit 4.5 to
               Registration Statement No. 333-59871)

     4.14  -   Third Amended and Restated Credit Agreement (the "Senior Credit
               Facility"), dated as of July 2, 1998, among the Company, the
               Lenders parties thereto, Lehman Brothers Inc., as Arranger,
               Lehman Commercial Paper Inc., as Syndication Agent, the First
               National Bank of Chicago, as Co-Administrative Agent and as
               General Administrative Agent, Paribas, as Co-Administrative Agent
               and as Collateral Agent and The Bank of Nova Scotia, as
               Documentation Agent (incorporated by reference herein to Exhibit
               4.6 to Registration Statement No. 333-59871)

     4.15  -   Consent and Confirmation, dated as of July 2, 1998, with respect
               to the Senior Credit Facility, dated as of July 2, 1998
               (incorporated by reference herein to Exhibit 4.7 to Registration
               Statement No. 333-59871)

     4.16  -   Deposit Agreement among the Company, The Bank of New York and the
               holders from time to time of depository receipts executed and
               delivered thereunder (incorporated by reference to Exhibit 4.2 to
               the Company's Current Report on Form 8-K filed on July 1, 1998,
               File No. 1-3473)

     4.17  -   Form of depository receipt evidencing ownership of Premium Income
               Equity Securities (filed as a part of Exhibit 4.16 hereof)
               (incorporated by reference herein to Exhibit 4.9 to Registration
               Statement No. 333-59871)

     4.18  -   Amended and Restated First Amendment and Consent, dated as of
               November 10, 1999, to the Senior Credit Facility (incorporated by
               reference herein to Exhibit 4.1 to the Company's Current Report
               on Form 8-K filed January 3, 2000, File No. 1-3473)

     4.19  -   Second Amendment, dated as of February 22, 2000, to the Senior
               Credit Facility (incorporated by reference herein to Exhibit 4.9
               to the Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1999, File No. 1-3473)
13
5.1*  -   Opinion of Fulbright & Jaworski L.L.P. as to the legality of the
               securities being registered

     23.1* -   Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1)

     23.2* -   Consent of Deloitte & Touche LLP

     24.1* -   Powers of Attorney from the members of the Board of Directors of
               the Company (contained on signature pages hereof)

     99.1* -   The Company's Amended and Restated Executive Long-Term Incentive
               Plan, as amended through May 25, 2000
-----------------------------
* Filed herewith