<PAGE>
     As filed with the Securities and Exchange Commission on April 26, 1994

                                          Registration No. 33-


                       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.)

       8700 Tesoro Drive                           78217
       San Antonio, Texas                        (Zip Code)
 (Address of Principal Executive Offices)

        Tesoro Petroleum Corporation Executive Long-Term Incentive Plan

       Tesoro Petroleum Corporation Amended Incentive Stock Plan of 1982

                           (Full title of the Plans)

                                Michael D. Burke
                     President and Chief Executive Officer
                          Tesoro Petroleum Corporation
                               8700 Tesoro Drive
                           San Antonio, Texas  78217
                    (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











                                     -1-
<PAGE>
                        CALCULATION OF REGISTRATION FEE
Title of                          Proposed       Proposed maximum    Amount of
securities to  Amount to      maximum offering   aggregate offering registration
be registered  be registered  price per unit(5)       price(5)          fee

Common Stock,
 $.16 2/3     1,250,000(1)(2)     $10.25           $12,812,500         $4,419
 par value

Common Stock
 $.16 2/3
 par value      419,998(2)(3)     $10.25           $ 4,304,980         $1,485

Purchase      1,669,998
 Rights(4)

    Total                                          $17,117,480         $5,904

(1) Shares registered under the Executive Long-Term Incentive Plan.
(2) There are also  registered  hereby  such  indeterminate  number of shares of
     Common Stock  as  may  become  issuable  by  reason  of  the  anti-dilution
     provisions  of  the  Executive  Long-Term  Incentive  Plan  and the Amended
     Incentive Stock Plan of 1982.
(3) Shares registered under the Amended Incentive Stock Plan of 1982.
(4) Purchase Rights related to the Common Stock pursuant to the Rights Agreement
     dated December 16, 1985, as amended, between the Company and Chemical Bank,
     N.A., Trustee, successor to InterFirst Bank Fort Worth, N.A.
(5) 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 April 19, 1994.


























                                     -2-
<PAGE>
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference

     The following  documents  are  hereby  incorporated  by  reference  in this
Registration Statement:

     1.  The Annual Report on Form  10-K  of  Tesoro  Petroleum  Corporation,  a
Delaware  corporation  (the  "Registrant"  or the "Company"), for the year ended
December 31, 1993;

     2.  The description of the  Registrant's  Common Stock, $.16 2/3 par value,
set forth under  the  caption  "Description  of  Capital  Stock"  in  the  Proxy
Statement,   Prospectus  and  Consent  Solicitation  that  is  included  in  the
Registrant's  Registration  Statement  on  Form  S-4  dated  September  2,  1993
(Registration No.  33-68282),  as  amended,  filed  by  the  Registrant with the
Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act
of 1933, as amended (the "Securities Act"); and

     3.  The description of the Registrant's purchase rights set forth under the
caption "Description of Capital  Stock"  in  the Proxy Statement, Prospectus and
Consent Solicitation that is included in the Registrant's Registration Statement
on Form S-4 dated September 2, 1993 (Registration No.   33-68282),  as  amended,
filed  by the Registrant with the Securities and Exchange Commission pursuant to
Rule 424(b) of 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.

Item 5.   Interests of Named Experts and Counsel

          Not Applicable.












                                     -3-
<PAGE>
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 -  Bylaws of the Company,  as  amended  through  February  9, 1994
                 (incorporated  by  reference  herein  to  Exhibit  3(a)  to the
                 Company's Annual Report on Form  10-K for the fiscal year ended
                 December 31, 1993, 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-
<PAGE>
          4.7 -  12 3/4%  Subordinated  Debentures  due  March 15, 2001, Form of
                 Indenture, dated March  15,  1983  (incorporated  by  reference
                 herein to Exhibit 4(b) to Registration Statement No.  2-81960).

          4.8 -  13%  Exchange  Notes  due  December  1, 2000, Indenture,  dated
                 February 8, 1994 (incorporated by reference herein to Exhibit 2
                 to the Company's Registration Statement on Form 8-A filed March
                 2, 1994).

          4.9 -  Rights Agreement dated  December 16, 1985  between  the Company
                 and Chemical  Bank,  N.A.,  successor  to  Interfirst Bank Fort
                 Worth, N.A.  (incorporated by reference herein to Exhibit  4(i)
                 to the Company's Annual Report on Form 10-K for the fiscal year
                 ended September 30, 1985, File No.  1-3473).

          4.10 - Amendment to  Rights Agreement dated  December 16, 1985 between
                 the Company and Chemical Bank, N.A.  (incorporated by reference
                 herein to Exhibit 4(c) to  the  Company's Annual Report on Form
                 10- K for the fiscal year ended December  31,  1992,  File  No.
                 1-3473).

          4.11 - Copy  of  Forbearance  Agreement  dated  as  of  March 24, 1993
                 between the Company and  MetLife  Security Insurance Company of
                 Louisiana (incorporated by reference herein to Exhibit 4(n)  to
                 the  Company's  Annual  Report on Form 10-K for the fiscal year
                 ended December 31, 1992, File No.  1-3473).

          4.12 - Copy of  Amendment  to  the  Forbearance  Agreement dated as of
                 November 12, 1993 between  the  Company  and  MetLife  Security
                 Insurance  Company  of  Louisiana  (incorporated  by  reference
                 herein  to Exhibit 4(o) of the Company's Registration Statement
                 No.  33- 68282 on Form S-4).

          4.13 - Copy of Memorandum of Understanding dated as of August 31, 1993
                 between the Company and  MetLife  Security Insurance Company of
                 Louisiana (incorporated by reference herein to Exhibit 10(q) of
                 the Company's Registration  Statement  No.   33-68282  on  Form
                 S-4).

          4.14 - Copy  of  Amended  Memorandum  of  Understanding  dated  as  of
                 December 14,  1993  between  the  Company  and MetLife Security
                 Insurance  Company  of  Louisiana  (incorporated  by  reference
                 herein to Exhibit 4(p) of the Company's Registration  Statement
                 No.  33- 68282 on Form S-4).

          4.15 - Stock Purchase  Agreement dated  as of February 9, 1994 between
                 the Company and MetLife Security Insurance Company of Louisiana
                 (incorporated  by  reference  herein  to  Exhibit  4(i)  to the
                 Company's Annual Report on Form 10-K for the fiscal year  ended
                 December 31, 1993, File No.  1-3473).







                                     -5-
<PAGE>
          4.16 - Registration  Rights  Agreement dated February 9, 1994  between
                 the Company and MetLife Security Insurance Company of Louisiana
                 (incorporated  by  reference  herein  to  Exhibit  4(j)  to the
                 Company's Annual Report on Form 10-K for the fiscal year  ended
                 December 31, 1993, File No.  1-3473).

          4.17 - Call  Option  Agreement  dated  February  9, 1994  between  the
                 Company and  MetLife  Security  Insurance  Company of Louisiana
                 (incorporated by  reference  herein  to  Exhibit  4(k)  to  the
                 Company's  Annual Report on Form 10-K for the fiscal year ended
                 December 31, 1993, File No.  1-3473).

          4.18 - Copy  of  Tesoro  Exploration  and  Production  Company's  Loan
                 Agreement  dated  as  of  October  29,  1993  (incorporated  by
                 reference herein to Exhibit 4(b) to  the  Company's  report  on
                 Form  10-Q  for  the quarter ended September 30, 1993, File No.
                 1-3473).

          4.19 - Copy of  Agreement  for  Waiver  and Substitution of Collateral
                 dated as of September 30, 1993 by  and  between  Tesoro  Alaska
                 Petroleum  Company  and  the  State  of Alaska (incorporated by
                 reference herein to  Exhibit  4(c)  to  the Company's report on
                 Form 10-Q for the quarter ended September 30,  1993,  File  No.
                 1-3473).

          4.20 - Tesoro  Petroleum  Corporation Amended  Incentive Stock Plan of
                 1982, as amended  through  February  24,  1988 (incorporated by
                 reference herein to  Exhibit  10(t)  to  the  Company's  Annual
                 Report  on  Form  10-K  for the fiscal year ended September 30,
                 1988, File No.  1-3473).

          4.21 - Resolution approved by  the Company's stockholders on April 30,
                 1992 extending the term  of  the  Company's  Amended  Incentive
                 Stock  Plan  of  1982  to  February  24,  1994 (incorporated by
                 reference herein  to  Exhibit  10(o)  to  the  Company's Annual
                 Report on Form 10-K for the  fiscal  year  ended  December  31,
                 1992, File No.  1-3473).

          4.22 - Copy  of  the  Company's  Executive  Long-Term  Incentive  Plan
                 (incorporated by  reference  herein  to  Exhibit  10(k)  to the
                 Company's Annual Report on Form 10-K for the fiscal year  ended
                 December 31, 1993, 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.







                                     -6-
<PAGE>
          24.1 - Powers of Attorney from the members of the Board  of  Directors
                 of the Company (contained on signature pages and hereof).

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.











                                     -7-
<PAGE>
     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 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>
                                   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 April 26, 1994.


                                            TESORO PETROLEUM CORPORATION




                                            By:  /s/ Bruce A. Smith
                                                     Bruce A. Smith
                                               Executive Vice President and
                                                 Chief Financial Officer







































                                     -9-
<PAGE>
                               POWER OF ATTORNEY


          KNOW  ALL  MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Michael  D.  Burke 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/ Charles Wohlstetter   Chairman of the Board of Directors    April 26, 1994
    Charles Wohlstetter           and Director

 /s/ Michael D. Burke        Director, President and Chief      April 26, 1994
     Michael D. Burke         Executive Officer (Principal
                                Executive Officer)

 /s/ Bruce A. Smith       Executive Vice President and Chief    April 26, 1994
     Bruce A. Smith           Financial Officer (Principal
                             Financil Officer and Principal
                                Accounting Officer)

  /s/ Ray C. Adam                    Director                   April 26, 1994
      Ray C. Adam

/s/ Robert J. Caverly                Director                   April 26, 1994
    Robert J. Caverly

 /s/ Peter M. Detwiler               Director                   April 26, 1994
     Peter M. Detwiler

 /s/ Steven H. Grapstein             Director                   April 26, 1994
     Steven H. Grapstein

   /s/ Charles F. Luce               Director                   April 26, 1994
       Charles F. Luce

/s/ Raymond K. Mason, Sr.            Director                   April 26, 1994
    Raymond K. Mason, Sr.

/s/ John J. McKetta, Jr.             Director                   April 26, 1994
    John J. McKetta, Jr.


                                     -10-
<PAGE>
                                     Director                   April   , 1994
      Stewart G. Nagler

  /s/ James Q. Riordan               Director                   April 26, 1994
      James Q. Riordan

  /s/ William S. Sneath              Director                   April 26, 1994
      William S. Sneath

   /s/ Arthur Spitzer                Director                   April 26, 1994
       Arthur Spitzer

/s/ Murray L. Weidenbaum             Director                   April 26, 1994
    Murray L. Weidenbaum











































                                     -11-
<PAGE>
                                   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 April 26, 1994.

                                             TESORO PETROLEUM CORPORATION



                                              By:   /s/ Bruce A. Smith
                                                       Bruce A. Smith
                                                  Executive Vice President and
                                                     Chief Financial Officer

     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/ Charles Wohlstetter*  Chairman of the Board of Directors    April 26, 1994
    Charles Wohlstetter           and Director

 /s/ Michael D. Burke*       Director, President and Chief      April 26, 1994
     Michael D. Burke         Executive Officer (Principal
                                Executive Officer)

 /s/ Bruce A. Smith       Executive Vice President and Chief    April 26, 1994
     Bruce A. Smith           Financial Officer (Principal
                             Financil Officer and Principal
                                Accounting Officer)

  /s/ Ray C. Adam*                   Director                   April 26, 1994
      Ray C. Adam

/s/ Robert J. Caverly*               Director                   April 26, 1994
    Robert J. Caverly

 /s/ Peter M. Detwiler*              Director                   April 26, 1994
     Peter M. Detwiler

 /s/ Steven H. Grapstein*            Director                   April 26, 1994
     Steven H. Grapstein

   /s/ Charles F. Luce*              Director                   April 26, 1994
       Charles F. Luce

/s/ Raymond K. Mason, Sr.*           Director                   April 26, 1994
    Raymond K. Mason, Sr.






                                     -12-
<PAGE>
/s/ John J. McKetta, Jr.*            Director                   April 26, 1994
    John J. McKetta, Jr.

                                     Director                   April   , 1994
      Stewart G. Nagler

  /s/ James Q. Riordan*              Director                   April 26, 1994
      James Q. Riordan

  /s/ William S. Sneath*             Director                   April 26, 1994
      William S. Sneath*

   /s/ Arthur Spitzer*               Director                   April 26, 1994
       Arthur Spitzer

/s/ Murray L. Weidenbaum*            Director                   April 26, 1994
    Murray L. Weidenbaum


   *By/s/ BRUCE A. SMITH
       Bruce A. Smith
     as attorney-in-fact



































                                     -13-
<PAGE>
                               INDEX TO EXHIBITS

  EXHIBIT
  NUMBER

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

  4.2 -   Bylaws  of  the  Company,   as   amended   through  February  9,  1994
          (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).

  4.3   - 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   - 12 3/4% Subordinated Debentures due March 15, 2001, Form of Indenture,
          dated March 15, 1983 (incorporated by reference herein to Exhibit 4(b)
          to Registration Statement No.  2-81960).

  4.8   - 13%  Exchange Notes due December 1, 2000, Indenture, dated February 8,
          1994 (incorporated by reference herein  to  Exhibit 2 to the Company's
          Registration Statement on Form 8-A filed March 2, 1994).

  4.9   - Rights Agreement dated December  16,  1985  between  the  Company  and
          Chemical  Bank,  N.A.,  successor  to Interfirst Bank Fort Worth, N.A.
          (incorporated by reference  herein  to  Exhibit  4(i) to the Company's
          Annual Report on Form 10-K for the fiscal  year  ended  September  30,
          1985, File No.  1-3473).





                                     -14-
<PAGE>
  4.10  - Amendment  to  Rights  Agreement  dated  December 16, 1985 between the
          Company and Chemical Bank, N.A.   (incorporated by reference herein to
          Exhibit 4(c) to the Company's Annual  Report  on  Form  10-K  for  the
          fiscal year ended December 31, 1992, File No.  1-3473).

  4.11  - Copy  of  Forbearance Agreement dated as of March 24, 1993 between the
          Company  and   MetLife   Security   Insurance   Company  of  Louisiana
          (incorporated by reference herein to Exhibit  4(n)  to  the  Company's
          Annual  Report  on  Form  10-K  for the fiscal year ended December 31,
          1992, File No.  1-3473).

  4.12  - Copy of Amendment to  the  Forbearance  Agreement dated as of November
          12, 1993 between the Company and MetLife Security Insurance Company of
          Louisiana (incorporated by reference herein to  Exhibit  4(o)  of  the
          Company's Registration Statement No.  33-68282 on Form S-4).

  4.13  - Copy  of  Memorandum  of  Understanding  dated  as  of August 31, 1993
          between  the  Company  and   MetLife  Security  Insurance  Company  of
          Louisiana (incorporated by reference herein to Exhibit  10(q)  of  the
          Company's Registration Statement No.  33-68282 on Form S-4).

  4.14  - Copy  of  Amended Memorandum of Understanding dated as of December 14,
          1993 between the  Company  and  MetLife  Security Insurance Company of
          Louisiana (incorporated by reference herein to  Exhibit  4(p)  of  the
          Company's Registration Statement No.  33-68282 on Form S-4).

  4.15  - Stock  Purchase  Agreement  dated  as  of February 9, 1994 between the
          Company  and   MetLife   Security   Insurance   Company  of  Louisiana
          (incorporated by reference herein to Exhibit  4(i)  to  the  Company's
          Annual  Report  on  Form  10-K  for the fiscal year ended December 31,
          1993, File No.  1-3473).

  4.16  - Registration Rights  Agreement  dated  February  9,  1994  between the
          Company  and  MetLife  Security   Insurance   Company   of   Louisiana
          (incorporated  by  reference  herein  to Exhibit 4(j) to the Company's
          Annual Report on Form  10-K  for  the  fiscal  year ended December 31,
          1993, File No.  1-3473).

  4.17  - Call Option Agreement dated February 9, 1994 between the  Company  and
          MetLife  Security  Insurance  Company  of  Louisiana  (incorporated by
          reference herein to Exhibit  4(k)  to  the  Company's Annual Report on
          Form 10-K for the fiscal  year  ended  December  31,  1993,  File  No.
          1-3473).

  4.18  - Copy  of  Tesoro  Exploration  and Production Company's Loan Agreement
          dated as of  October  29,  1993  (incorporated  by reference herein to
          Exhibit 4(b) to the Company's report on  Form  10-Q  for  the  quarter
          ended September 30, 1993, File No.  1-3473).









                                     -15-
<PAGE>
  4.19  - Copy  of  Agreement for Waiver and Substitution of Collateral dated as
          of September 30, 1993 by  and  between Tesoro Alaska Petroleum Company
          and the State of Alaska (incorporated by reference herein  to  Exhibit
          4(c)  to  the  Company's  report  on  Form  10-Q for the quarter ended
          September 30, 1993, File No.  1-3473).

  4.20  - Tesoro Petroleum Corporation Amended Incentive  Stock Plan of 1982, as
          amended through February 24, 1988 (incorporated by reference herein to
          Exhibit 10(t) to the Company's Annual Report  on  Form  10-K  for  the
          fiscal year ended September 30, 1988, File No.  1-3473).

  4.21  - Resolution  approved  by  the Company's stockholders on April 30, 1992
          extending the term of  the  Company's  Amended Incentive Stock Plan of
          1982 to February 24, 1994 (incorporated by reference herein to Exhibit
          10(o) to the Company's Annual Report on Form 10-K for the fiscal  year
          ended December 31, 1992, File No.  1-3473).

  4.22  - Copy of the Company's Executive Long-Term Incentive Plan (incorporated
          by reference herein to Exhibit 10(k) to the Company's Annual Report on
          Form  10-K  for  the  fiscal  year  ended  December 31, 1993, 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.

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



























                                     -16-
[{"type": "S-8", "sequence": "1", "description": "SECURITY REGISTRATION", "secsgml_size_bytes": 33623}]
{"company-data": {"conformed-name": "TESORO PETROLEUM CORP /NEW/", "cik": "0000050104", "assigned-sic": "2911", "irs-number": "950862768", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-53293", "film-number": "94524554"}, "business-address": {"street1": "8700 TESORO DR", "city": "SAN ANTONIO", "state": "TX", "zip": "78217", "phone": "2108288484"}}
As filed with the Securities and Exchange Commission on April 26, 1994

                                          Registration No. 33-

                       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.)

       8700 Tesoro Drive                           78217
       San Antonio, Texas                        (Zip Code)
 (Address of Principal Executive Offices)

        Tesoro Petroleum Corporation Executive Long-Term Incentive Plan

       Tesoro Petroleum Corporation Amended Incentive Stock Plan of 1982

                           (Full title of the Plans)

                                Michael D. Burke
                     President and Chief Executive Officer
                          Tesoro Petroleum Corporation
                               8700 Tesoro Drive
                           San Antonio, Texas  78217
                    (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

                                     -1-
CALCULATION OF REGISTRATION FEE
Title of                          Proposed       Proposed maximum    Amount of
securities to  Amount to      maximum offering   aggregate offering registration
be registered  be registered  price per unit(5)       price(5)          fee

Common Stock,
 $.16 2/3     1,250,000(1)(2)     $10.25           $12,812,500         $4,419
 par value

Common Stock
 $.16 2/3
 par value      419,998(2)(3)     $10.25           $ 4,304,980         $1,485

Purchase      1,669,998
 Rights(4)

    Total                                          $17,117,480         $5,904

(1) Shares registered under the Executive Long-Term Incentive Plan.
(2) There are also  registered  hereby  such  indeterminate  number of shares of
     Common Stock  as  may  become  issuable  by  reason  of  the  anti-dilution
     provisions  of  the  Executive  Long-Term  Incentive  Plan  and the Amended
     Incentive Stock Plan of 1982.
(3) Shares registered under the Amended Incentive Stock Plan of 1982.
(4) Purchase Rights related to the Common Stock pursuant to the Rights Agreement
     dated December 16, 1985, as amended, between the Company and Chemical Bank,
     N.A., Trustee, successor to InterFirst Bank Fort Worth, N.A.
(5) 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 April 19, 1994.

                                     -2-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     The following  documents  are  hereby  incorporated  by  reference  in this
Registration Statement:

     1.  The Annual Report on Form  10-K  of  Tesoro  Petroleum  Corporation,  a
Delaware  corporation  (the  "Registrant"  or the "Company"), for the year ended
December 31, 1993;

     2.  The description of the  Registrant's  Common Stock, $.16 2/3 par value,
set forth under  the  caption  "Description  of  Capital  Stock"  in  the  Proxy
Statement,   Prospectus  and  Consent  Solicitation  that  is  included  in  the
Registrant's  Registration  Statement  on  Form  S-4  dated  September  2,  1993
(Registration No.  33-68282),  as  amended,  filed  by  the  Registrant with the
Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act
of 1933, as amended (the "Securities Act"); and

     3.  The description of the Registrant's purchase rights set forth under the
caption "Description of Capital  Stock"  in  the Proxy Statement, Prospectus and
Consent Solicitation that is included in the Registrant's Registration Statement
on Form S-4 dated September 2, 1993 (Registration No.   33-68282),  as  amended,
filed  by the Registrant with the Securities and Exchange Commission pursuant to
Rule 424(b) of 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.

Item 5.   Interests of Named Experts and Counsel

          Not Applicable.

                                     -3-
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 -  Bylaws of the Company,  as  amended  through  February  9, 1994
                 (incorporated  by  reference  herein  to  Exhibit  3(a)  to the
                 Company's Annual Report on Form  10-K for the fiscal year ended
                 December 31, 1993, 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-
4.7 -  12 3/4%  Subordinated  Debentures  due  March 15, 2001, Form of
                 Indenture, dated March  15,  1983  (incorporated  by  reference
                 herein to Exhibit 4(b) to Registration Statement No.  2-81960).

          4.8 -  13%  Exchange  Notes  due  December  1, 2000, Indenture,  dated
                 February 8, 1994 (incorporated by reference herein to Exhibit 2
                 to the Company's Registration Statement on Form 8-A filed March
                 2, 1994).

          4.9 -  Rights Agreement dated  December 16, 1985  between  the Company
                 and Chemical  Bank,  N.A.,  successor  to  Interfirst Bank Fort
                 Worth, N.A.  (incorporated by reference herein to Exhibit  4(i)
                 to the Company's Annual Report on Form 10-K for the fiscal year
                 ended September 30, 1985, File No.  1-3473).

          4.10 - Amendment to  Rights Agreement dated  December 16, 1985 between
                 the Company and Chemical Bank, N.A.  (incorporated by reference
                 herein to Exhibit 4(c) to  the  Company's Annual Report on Form
                 10- K for the fiscal year ended December  31,  1992,  File  No.
                 1-3473).

          4.11 - Copy  of  Forbearance  Agreement  dated  as  of  March 24, 1993
                 between the Company and  MetLife  Security Insurance Company of
                 Louisiana (incorporated by reference herein to Exhibit 4(n)  to
                 the  Company's  Annual  Report on Form 10-K for the fiscal year
                 ended December 31, 1992, File No.  1-3473).

          4.12 - Copy of  Amendment  to  the  Forbearance  Agreement dated as of
                 November 12, 1993 between  the  Company  and  MetLife  Security
                 Insurance  Company  of  Louisiana  (incorporated  by  reference
                 herein  to Exhibit 4(o) of the Company's Registration Statement
                 No.  33- 68282 on Form S-4).

          4.13 - Copy of Memorandum of Understanding dated as of August 31, 1993
                 between the Company and  MetLife  Security Insurance Company of
                 Louisiana (incorporated by reference herein to Exhibit 10(q) of
                 the Company's Registration  Statement  No.   33-68282  on  Form
                 S-4).

          4.14 - Copy  of  Amended  Memorandum  of  Understanding  dated  as  of
                 December 14,  1993  between  the  Company  and MetLife Security
                 Insurance  Company  of  Louisiana  (incorporated  by  reference
                 herein to Exhibit 4(p) of the Company's Registration  Statement
                 No.  33- 68282 on Form S-4).

          4.15 - Stock Purchase  Agreement dated  as of February 9, 1994 between
                 the Company and MetLife Security Insurance Company of Louisiana
                 (incorporated  by  reference  herein  to  Exhibit  4(i)  to the
                 Company's Annual Report on Form 10-K for the fiscal year  ended
                 December 31, 1993, File No.  1-3473).

                                     -5-
4.16 - Registration  Rights  Agreement dated February 9, 1994  between
                 the Company and MetLife Security Insurance Company of Louisiana
                 (incorporated  by  reference  herein  to  Exhibit  4(j)  to the
                 Company's Annual Report on Form 10-K for the fiscal year  ended
                 December 31, 1993, File No.  1-3473).

          4.17 - Call  Option  Agreement  dated  February  9, 1994  between  the
                 Company and  MetLife  Security  Insurance  Company of Louisiana
                 (incorporated by  reference  herein  to  Exhibit  4(k)  to  the
                 Company's  Annual Report on Form 10-K for the fiscal year ended
                 December 31, 1993, File No.  1-3473).

          4.18 - Copy  of  Tesoro  Exploration  and  Production  Company's  Loan
                 Agreement  dated  as  of  October  29,  1993  (incorporated  by
                 reference herein to Exhibit 4(b) to  the  Company's  report  on
                 Form  10-Q  for  the quarter ended September 30, 1993, File No.
                 1-3473).

          4.19 - Copy of  Agreement  for  Waiver  and Substitution of Collateral
                 dated as of September 30, 1993 by  and  between  Tesoro  Alaska
                 Petroleum  Company  and  the  State  of Alaska (incorporated by
                 reference herein to  Exhibit  4(c)  to  the Company's report on
                 Form 10-Q for the quarter ended September 30,  1993,  File  No.
                 1-3473).

          4.20 - Tesoro  Petroleum  Corporation Amended  Incentive Stock Plan of
                 1982, as amended  through  February  24,  1988 (incorporated by
                 reference herein to  Exhibit  10(t)  to  the  Company's  Annual
                 Report  on  Form  10-K  for the fiscal year ended September 30,
                 1988, File No.  1-3473).

          4.21 - Resolution approved by  the Company's stockholders on April 30,
                 1992 extending the term  of  the  Company's  Amended  Incentive
                 Stock  Plan  of  1982  to  February  24,  1994 (incorporated by
                 reference herein  to  Exhibit  10(o)  to  the  Company's Annual
                 Report on Form 10-K for the  fiscal  year  ended  December  31,
                 1992, File No.  1-3473).

          4.22 - Copy  of  the  Company's  Executive  Long-Term  Incentive  Plan
                 (incorporated by  reference  herein  to  Exhibit  10(k)  to the
                 Company's Annual Report on Form 10-K for the fiscal year  ended
                 December 31, 1993, 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.

                                     -6-
24.1 - Powers of Attorney from the members of the Board  of  Directors
                 of the Company (contained on signature pages and hereof).

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.

                                     -7-
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 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-
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 April 26, 1994.

                                            TESORO PETROLEUM CORPORATION

                                            By:  /s/ Bruce A. Smith
                                                     Bruce A. Smith
                                               Executive Vice President and
                                                 Chief Financial Officer

                                     -9-
POWER OF ATTORNEY

          KNOW  ALL  MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Michael  D.  Burke 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/ Charles Wohlstetter   Chairman of the Board of Directors    April 26, 1994
    Charles Wohlstetter           and Director

 /s/ Michael D. Burke        Director, President and Chief      April 26, 1994
     Michael D. Burke         Executive Officer (Principal
                                Executive Officer)

 /s/ Bruce A. Smith       Executive Vice President and Chief    April 26, 1994
     Bruce A. Smith           Financial Officer (Principal
                             Financil Officer and Principal
                                Accounting Officer)

  /s/ Ray C. Adam                    Director                   April 26, 1994
      Ray C. Adam

/s/ Robert J. Caverly                Director                   April 26, 1994
    Robert J. Caverly

 /s/ Peter M. Detwiler               Director                   April 26, 1994
     Peter M. Detwiler

 /s/ Steven H. Grapstein             Director                   April 26, 1994
     Steven H. Grapstein

   /s/ Charles F. Luce               Director                   April 26, 1994
       Charles F. Luce

/s/ Raymond K. Mason, Sr.            Director                   April 26, 1994
    Raymond K. Mason, Sr.

/s/ John J. McKetta, Jr.             Director                   April 26, 1994
    John J. McKetta, Jr.

                                     -10-
Director                   April   , 1994
      Stewart G. Nagler

  /s/ James Q. Riordan               Director                   April 26, 1994
      James Q. Riordan

  /s/ William S. Sneath              Director                   April 26, 1994
      William S. Sneath

   /s/ Arthur Spitzer                Director                   April 26, 1994
       Arthur Spitzer

/s/ Murray L. Weidenbaum             Director                   April 26, 1994
    Murray L. Weidenbaum

                                     -11-
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 April 26, 1994.

                                             TESORO PETROLEUM CORPORATION

                                              By:   /s/ Bruce A. Smith
                                                       Bruce A. Smith
                                                  Executive Vice President and
                                                     Chief Financial Officer

     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/ Charles Wohlstetter*  Chairman of the Board of Directors    April 26, 1994
    Charles Wohlstetter           and Director

 /s/ Michael D. Burke*       Director, President and Chief      April 26, 1994
     Michael D. Burke         Executive Officer (Principal
                                Executive Officer)

 /s/ Bruce A. Smith       Executive Vice President and Chief    April 26, 1994
     Bruce A. Smith           Financial Officer (Principal
                             Financil Officer and Principal
                                Accounting Officer)

  /s/ Ray C. Adam*                   Director                   April 26, 1994
      Ray C. Adam

/s/ Robert J. Caverly*               Director                   April 26, 1994
    Robert J. Caverly

 /s/ Peter M. Detwiler*              Director                   April 26, 1994
     Peter M. Detwiler

 /s/ Steven H. Grapstein*            Director                   April 26, 1994
     Steven H. Grapstein

   /s/ Charles F. Luce*              Director                   April 26, 1994
       Charles F. Luce

/s/ Raymond K. Mason, Sr.*           Director                   April 26, 1994
    Raymond K. Mason, Sr.

                                     -12-
/s/ John J. McKetta, Jr.*            Director                   April 26, 1994
    John J. McKetta, Jr.

                                     Director                   April   , 1994
      Stewart G. Nagler

  /s/ James Q. Riordan*              Director                   April 26, 1994
      James Q. Riordan

  /s/ William S. Sneath*             Director                   April 26, 1994
      William S. Sneath*

   /s/ Arthur Spitzer*               Director                   April 26, 1994
       Arthur Spitzer

/s/ Murray L. Weidenbaum*            Director                   April 26, 1994
    Murray L. Weidenbaum

   *By/s/ BRUCE A. SMITH
       Bruce A. Smith
     as attorney-in-fact

                                     -13-
INDEX TO EXHIBITS

  EXHIBIT
  NUMBER

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

  4.2 -   Bylaws  of  the  Company,   as   amended   through  February  9,  1994
          (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).

  4.3   - 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   - 12 3/4% Subordinated Debentures due March 15, 2001, Form of Indenture,
          dated March 15, 1983 (incorporated by reference herein to Exhibit 4(b)
          to Registration Statement No.  2-81960).

  4.8   - 13%  Exchange Notes due December 1, 2000, Indenture, dated February 8,
          1994 (incorporated by reference herein  to  Exhibit 2 to the Company's
          Registration Statement on Form 8-A filed March 2, 1994).

  4.9   - Rights Agreement dated December  16,  1985  between  the  Company  and
          Chemical  Bank,  N.A.,  successor  to Interfirst Bank Fort Worth, N.A.
          (incorporated by reference  herein  to  Exhibit  4(i) to the Company's
          Annual Report on Form 10-K for the fiscal  year  ended  September  30,
          1985, File No.  1-3473).

                                     -14-
4.10  - Amendment  to  Rights  Agreement  dated  December 16, 1985 between the
          Company and Chemical Bank, N.A.   (incorporated by reference herein to
          Exhibit 4(c) to the Company's Annual  Report  on  Form  10-K  for  the
          fiscal year ended December 31, 1992, File No.  1-3473).

  4.11  - Copy  of  Forbearance Agreement dated as of March 24, 1993 between the
          Company  and   MetLife   Security   Insurance   Company  of  Louisiana
          (incorporated by reference herein to Exhibit  4(n)  to  the  Company's
          Annual  Report  on  Form  10-K  for the fiscal year ended December 31,
          1992, File No.  1-3473).

  4.12  - Copy of Amendment to  the  Forbearance  Agreement dated as of November
          12, 1993 between the Company and MetLife Security Insurance Company of
          Louisiana (incorporated by reference herein to  Exhibit  4(o)  of  the
          Company's Registration Statement No.  33-68282 on Form S-4).

  4.13  - Copy  of  Memorandum  of  Understanding  dated  as  of August 31, 1993
          between  the  Company  and   MetLife  Security  Insurance  Company  of
          Louisiana (incorporated by reference herein to Exhibit  10(q)  of  the
          Company's Registration Statement No.  33-68282 on Form S-4).

  4.14  - Copy  of  Amended Memorandum of Understanding dated as of December 14,
          1993 between the  Company  and  MetLife  Security Insurance Company of
          Louisiana (incorporated by reference herein to  Exhibit  4(p)  of  the
          Company's Registration Statement No.  33-68282 on Form S-4).

  4.15  - Stock  Purchase  Agreement  dated  as  of February 9, 1994 between the
          Company  and   MetLife   Security   Insurance   Company  of  Louisiana
          (incorporated by reference herein to Exhibit  4(i)  to  the  Company's
          Annual  Report  on  Form  10-K  for the fiscal year ended December 31,
          1993, File No.  1-3473).

  4.16  - Registration Rights  Agreement  dated  February  9,  1994  between the
          Company  and  MetLife  Security   Insurance   Company   of   Louisiana
          (incorporated  by  reference  herein  to Exhibit 4(j) to the Company's
          Annual Report on Form  10-K  for  the  fiscal  year ended December 31,
          1993, File No.  1-3473).

  4.17  - Call Option Agreement dated February 9, 1994 between the  Company  and
          MetLife  Security  Insurance  Company  of  Louisiana  (incorporated by
          reference herein to Exhibit  4(k)  to  the  Company's Annual Report on
          Form 10-K for the fiscal  year  ended  December  31,  1993,  File  No.
          1-3473).

  4.18  - Copy  of  Tesoro  Exploration  and Production Company's Loan Agreement
          dated as of  October  29,  1993  (incorporated  by reference herein to
          Exhibit 4(b) to the Company's report on  Form  10-Q  for  the  quarter
          ended September 30, 1993, File No.  1-3473).

                                     -15-
4.19  - Copy  of  Agreement for Waiver and Substitution of Collateral dated as
          of September 30, 1993 by  and  between Tesoro Alaska Petroleum Company
          and the State of Alaska (incorporated by reference herein  to  Exhibit
          4(c)  to  the  Company's  report  on  Form  10-Q for the quarter ended
          September 30, 1993, File No.  1-3473).

  4.20  - Tesoro Petroleum Corporation Amended Incentive  Stock Plan of 1982, as
          amended through February 24, 1988 (incorporated by reference herein to
          Exhibit 10(t) to the Company's Annual Report  on  Form  10-K  for  the
          fiscal year ended September 30, 1988, File No.  1-3473).

  4.21  - Resolution  approved  by  the Company's stockholders on April 30, 1992
          extending the term of  the  Company's  Amended Incentive Stock Plan of
          1982 to February 24, 1994 (incorporated by reference herein to Exhibit
          10(o) to the Company's Annual Report on Form 10-K for the fiscal  year
          ended December 31, 1992, File No.  1-3473).

  4.22  - Copy of the Company's Executive Long-Term Incentive Plan (incorporated
          by reference herein to Exhibit 10(k) to the Company's Annual Report on
          Form  10-K  for  the  fiscal  year  ended  December 31, 1993, 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.

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

                                     -16-