As filed with the Securities and Exchange Commission on April 17, 1997

                                              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.)

        8700 TESORO DRIVE                       78217-6218
        SAN ANTONIO, TEXAS                      (Zip Code)
(Address of Principal Executive Offices)


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

   TESORO PETROLEUM CORPORATION 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

        SHARES ISSUABLE IN CONNECTION WITH PAYMENT OF DIRECTOR RETAINER

                           (Full title of the Plans)

                                 BRUCE A. SMITH
                      CHAIRMAN OF THE BOARD OF DIRECTORS,
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          TESORO PETROLEUM CORPORATION
                               8700 TESORO DRIVE
                         SAN ANTONIO, TEXAS  78217-6218
                    (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<F5>        PRICE<F5>      REGISTRATION FEE

<S>                  <C>                     <C>                   <C>                 <C>
Common Stock,
$.16-2/3 par value   1,400,000<F1><F2>       $10.5625              $14,787,500         $4,482

Common Stock,
$.16-2/3 par value     150,000<F2><F3>       $10.5625               $1,584,375           $481

Common Stock,
$.16-2/3 par value     100,000<F4>           $10.5625               $1,056,250           $320

Total                                                              $17,428,125         $5,283

<FN>
F1  Shares registered under the Tesoro  Petroleum Corporation Amended and Restated Executive Long-Term
    Incentive Plan.

F2  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 Tesoro Petroleum Corporation Amended and
    Restated Executive Long-Term Incentive Plan and the Tesoro Petroleum Corporation 1995 Non-Employee
    Director Stock Option Plan.

F3  Shares registered under the Tesoro Petroleum Corporation 1995 Non-Employee Director  Stock  Option
    Plan.

F4  Shares registered for payment of annual retainer fee to certain directors of the Company.

<PAGE>
F5  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 14, 1997.
</TABLE>

                                      -2-
<PAGE>
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     This  Registration  Statement  covers  1,400,000  shares  of  Common Stock,
$.16-2/3 par value per share ("Common Stock"), of Tesoro Petroleum  Corporation,
a Delaware corporation (the "Registrant" or the "Company"), being registered for
use  under  the  Tesoro  Petroleum  Corporation  Amended  and Restated Executive
Long-Term Incentive Plan, 150,000  shares  of  Common Stock being registered for
use under the Tesoro Petroleum  Corporation  1995  Non-Employee  Director  Stock
Option Plan and 100,000 shares of Common Stock being registered for distribution
to the directors of the Company as payment of a portion of the directors' annual
retainer fee.

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

               The following documents previously filed by the  Registrant  with
          the  Securities  and Exchange Commission (the "Commission") are hereby
          incorporated by reference in this Registration Statement:

                    1.   The Annual Report on  Form  10-K  of the Registrant for
               the year ended December 31, 1996; and

                    2.   The description of the Registrant's  Common  Stock  set
               forth  under  the  caption "Description of Capital Stock" that is
               included in the Registrant's  Registration  Statement on Form 8-A
               dated April 21, 1969 (as amended by a  Form  8  dated  April  23,
               1969).

               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.

                                      -3-
<PAGE>

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

               Certain legal matters in  connection  with the securities offered
          hereby are being passed upon for the Registrant by James C. Reed, Jr.,
          Executive  Vice  President,  General  Counsel  and  Secretary  of  the
          Company.  Mr. Reed currently holds (i) 14,840 shares of  Common  Stock
          free  and  clear  of  any  restrictions (except with respect to resale
          restrictions under Rule 144), (ii)  924 shares credited to his account
          under the Tesoro  Petroleum  Corporation  Thrift  Plan,  (iii)  75,000
          shares of restricted Common Stock that are subject to forfeiture under
          the  Tesoro  Petroleum  Corporation  Amended  and  Restated  Executive
          Long-Term  Incentive  Plan, and (iv) options to acquire 111,000 shares
          of Common Stock,  of  which  options  for  19,400 shares are currently
          exercisable.

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  - Copy of the Tesoro Petroleum Corporation Amended  and  Restated
                 Executive  Long-Term  Incentive Plan as amended through June 6,
                 1996 (incorporated by reference herein  to Exhibit 10.12 of the
                 Company's Annual Report on Form 10-K for the fiscal year  ended
                 December 31, 1996, File No. 1-3473).

          4.2  - Copy  of  the  Tesoro  Petroleum Corporation  1995 Non-Employee
                 Director Stock Option Plan.

          4.3  - Board Resolution authorizing  payment  of the Director Retainer
                 in shares of Common Stock.

          5.1  - Opinion of James C. Reed,  Jr., General Counsel of the Company,
                 as to the legality of the securities being registered.

                                      -4-
<PAGE>
          23.1 - Consent of James C. Reed, Jr., General Counsel of  the  Company
                 (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).

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 as amended (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 of 1933,  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.

                                      -5-
<PAGE>

               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 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.

                                      -6-

<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 17, 1997.


                                           TESORO PETROLEUM CORPORATION

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

                                      -7-
<PAGE>
                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each individual  whose  signature
appears below constitutes and appoints Bruce A. Smith and James C. Reed, Jr., 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

                          Director, Chairman of the Board of
    Bruce A. Smith        Directors, President and Chief                  , 1997
                          Executive Officer (Principal
                          Executive Officer)

                          Executive Vice President,                       , 1997
    James C. Reed, Jr.    General Counsel and Secretary
                          (Principal Financial Officer)

                          Vice President, Controller                      , 1997
    Don E. Beere          (Principal Accounting Officer)

/s/ Steven H. Grapstein   Director and Vice Chairman of           April 17, 1997
    Steven H. Grapstein   the Board of Directors

/s/ Robert J. Caverly     Director                                April 17, 1997
    Robert J. Caverly

/s/ William J. Johnson    Director                                April 17, 1997
    William J. Johnson

                          Director                                        , 1997
    Alan J. Kaufman

/s/ Raymond K. Mason, Sr. Director                                April 17, 1997
    Raymond K. Mason, Sr.

                                      -8-
<PAGE>

/s/ Patrick J. Ward       Director                                April 17, 1997
    Patrick J. Ward

/s/ Murray L. Weidenbaum  Director                                April 17, 1997
    Murray L. Weidenbaum

                                      -9-
<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 17, 1997.

                                           TESORO PETROLEUM CORPORATION

                                           By:/s/ Bruce A. Smith
                                                  Bruce A. Smith
                                           Chairman of the Board of Directors,
                                          President and Chief Executive 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/ Bruce A. Smith         Director, Chairman of the Board of
    Bruce A. Smith         Directors, President and Chief         April 17, 1997
                           Executive Officer (Principal
                           Executive Officer)

/s/ James C. Reed, Jr.     Executive Vice President,              April 17, 1997
    James C. Reed, Jr.     General Counsel and Secretary
                           (Principal Financial Officer)

/s/ Don E. Beere           Vice President, Controller             April 17, 1997
    Don E. Beere           (Principal Accounting Officer)

/s/ Steven H. Grapstein*   Director and Vice Chairman of          April 17, 1997
    Steven H. Grapstein    the Board of Directors

/s/ Robert J. Caverly*     Director                               April 17, 1997
    Robert J. Caverly

/s/ William J. Johnson*    Director                               April 17, 1997
    William J. Johnson

                           Director                                       , 1997
    Alan J. Kaufman

                                      -10-
<PAGE>
/s/ Raymond K. Mason, Sr.* Director                               April 17, 1997
    Raymond K. Mason, Sr.

/s/ Patrick J. Ward*       Director                               April 17, 1997
    Patrick J. Ward

/s/ Murray L. Weidenbaum*  Director                               April 17, 1997
    Murray L. Weidenbaum



*  By  /s/ Bruce A. Smith                                         April 17, 1997
           Bruce A. Smith
         as attorney in fact

                                      -11-

                               INDEX TO EXHIBITS

        Exhibit
        Number

          4.1  - Copy of the Tesoro Petroleum Corporation Amended  and  Restated
                 Executive  Long-Term  Incentive Plan as amended through June 6,
                 1996 (incorporated by reference herein  to Exhibit 10.12 of the
                 Company's Annual Report on Form 10-K for the fiscal year  ended
                 December 31, 1996, File No. 1-3473).

          4.2  - Copy  of  the  Tesoro  Petroleum Corporation  1995 Non-Employee
                 Director Stock Option Plan.

          4.3  - Board Resolution authorizing  payment  of the Director Retainer
                 in shares of Common Stock.

          5.1  - Opinion of James C. Reed,  Jr., General Counsel of the Company,
                 as to the legality of the securities being registered.

          23.1 - Consent of James C. Reed, Jr., General Counsel of  the  Company
                 (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).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20825}]
{"company-data": {"conformed-name": "TESORO PETROLEUM CORP /NEW/", "cik": "0000050104", "assigned-sic": "2911", "irs-number": "950862768", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25379", "film-number": "97583050"}, "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 17, 1997

                                              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.)

        8700 TESORO DRIVE                       78217-6218
        SAN ANTONIO, TEXAS                      (Zip Code)
(Address of Principal Executive Offices)

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

   TESORO PETROLEUM CORPORATION 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

        SHARES ISSUABLE IN CONNECTION WITH PAYMENT OF DIRECTOR RETAINER

                           (Full title of the Plans)

                                 BRUCE A. SMITH
                      CHAIRMAN OF THE BOARD OF DIRECTORS,
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          TESORO PETROLEUM CORPORATION
                               8700 TESORO DRIVE
                         SAN ANTONIO, TEXAS  78217-6218
                    (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
PRICE
REGISTRATION FEE
Common Stock,
$.16-2/3 par value   1,400,000
$10.5625              $14,787,500         $4,482

Common Stock,
$.16-2/3 par value     150,000
$10.5625               $1,584,375           $481

Common Stock,
$.16-2/3 par value     100,000
$10.5625               $1,056,250           $320

Total                                                              $17,428,125         $5,283
F1  Shares registered under the Tesoro  Petroleum Corporation Amended and Restated Executive Long-Term
    Incentive Plan.

F2  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 Tesoro Petroleum Corporation Amended and
    Restated Executive Long-Term Incentive Plan and the Tesoro Petroleum Corporation 1995 Non-Employee
    Director Stock Option Plan.

F3  Shares registered under the Tesoro Petroleum Corporation 1995 Non-Employee Director  Stock  Option
    Plan.

F4  Shares registered for payment of annual retainer fee to certain directors of the Company.
F5  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 14, 1997.
-2-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     This  Registration  Statement  covers  1,400,000  shares  of  Common Stock,
$.16-2/3 par value per share ("Common Stock"), of Tesoro Petroleum  Corporation,
a Delaware corporation (the "Registrant" or the "Company"), being registered for
use  under  the  Tesoro  Petroleum  Corporation  Amended  and Restated Executive
Long-Term Incentive Plan, 150,000  shares  of  Common Stock being registered for
use under the Tesoro Petroleum  Corporation  1995  Non-Employee  Director  Stock
Option Plan and 100,000 shares of Common Stock being registered for distribution
to the directors of the Company as payment of a portion of the directors' annual
retainer fee.

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

               The following documents previously filed by the  Registrant  with
          the  Securities  and Exchange Commission (the "Commission") are hereby
          incorporated by reference in this Registration Statement:

                    1.   The Annual Report on  Form  10-K  of the Registrant for
               the year ended December 31, 1996; and

                    2.   The description of the Registrant's  Common  Stock  set
               forth  under  the  caption "Description of Capital Stock" that is
               included in the Registrant's  Registration  Statement on Form 8-A
               dated April 21, 1969 (as amended by a  Form  8  dated  April  23,
               1969).

               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.

                                      -3-
ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

               Certain legal matters in  connection  with the securities offered
          hereby are being passed upon for the Registrant by James C. Reed, Jr.,
          Executive  Vice  President,  General  Counsel  and  Secretary  of  the
          Company.  Mr. Reed currently holds (i) 14,840 shares of  Common  Stock
          free  and  clear  of  any  restrictions (except with respect to resale
          restrictions under Rule 144), (ii)  924 shares credited to his account
          under the Tesoro  Petroleum  Corporation  Thrift  Plan,  (iii)  75,000
          shares of restricted Common Stock that are subject to forfeiture under
          the  Tesoro  Petroleum  Corporation  Amended  and  Restated  Executive
          Long-Term  Incentive  Plan, and (iv) options to acquire 111,000 shares
          of Common Stock,  of  which  options  for  19,400 shares are currently
          exercisable.

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  - Copy of the Tesoro Petroleum Corporation Amended  and  Restated
                 Executive  Long-Term  Incentive Plan as amended through June 6,
                 1996 (incorporated by reference herein  to Exhibit 10.12 of the
                 Company's Annual Report on Form 10-K for the fiscal year  ended
                 December 31, 1996, File No. 1-3473).

          4.2  - Copy  of  the  Tesoro  Petroleum Corporation  1995 Non-Employee
                 Director Stock Option Plan.

          4.3  - Board Resolution authorizing  payment  of the Director Retainer
                 in shares of Common Stock.

          5.1  - Opinion of James C. Reed,  Jr., General Counsel of the Company,
                 as to the legality of the securities being registered.

                                      -4-
23.1 - Consent of James C. Reed, Jr., General Counsel of  the  Company
                 (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).

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 as amended (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 of 1933,  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.

                                      -5-
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 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.

                                      -6-
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 17, 1997.

                                           TESORO PETROLEUM CORPORATION

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

                                      -7-
POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each individual  whose  signature
appears below constitutes and appoints Bruce A. Smith and James C. Reed, Jr., 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

                          Director, Chairman of the Board of
    Bruce A. Smith        Directors, President and Chief                  , 1997
                          Executive Officer (Principal
                          Executive Officer)

                          Executive Vice President,                       , 1997
    James C. Reed, Jr.    General Counsel and Secretary
                          (Principal Financial Officer)

                          Vice President, Controller                      , 1997
    Don E. Beere          (Principal Accounting Officer)

/s/ Steven H. Grapstein   Director and Vice Chairman of           April 17, 1997
    Steven H. Grapstein   the Board of Directors

/s/ Robert J. Caverly     Director                                April 17, 1997
    Robert J. Caverly

/s/ William J. Johnson    Director                                April 17, 1997
    William J. Johnson

                          Director                                        , 1997
    Alan J. Kaufman

/s/ Raymond K. Mason, Sr. Director                                April 17, 1997
    Raymond K. Mason, Sr.

                                      -8-
/s/ Patrick J. Ward       Director                                April 17, 1997
    Patrick J. Ward

/s/ Murray L. Weidenbaum  Director                                April 17, 1997
    Murray L. Weidenbaum

                                      -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 April 17, 1997.

                                           TESORO PETROLEUM CORPORATION

                                           By:/s/ Bruce A. Smith
                                                  Bruce A. Smith
                                           Chairman of the Board of Directors,
                                          President and Chief Executive 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/ Bruce A. Smith         Director, Chairman of the Board of
    Bruce A. Smith         Directors, President and Chief         April 17, 1997
                           Executive Officer (Principal
                           Executive Officer)

/s/ James C. Reed, Jr.     Executive Vice President,              April 17, 1997
    James C. Reed, Jr.     General Counsel and Secretary
                           (Principal Financial Officer)

/s/ Don E. Beere           Vice President, Controller             April 17, 1997
    Don E. Beere           (Principal Accounting Officer)

/s/ Steven H. Grapstein*   Director and Vice Chairman of          April 17, 1997
    Steven H. Grapstein    the Board of Directors

/s/ Robert J. Caverly*     Director                               April 17, 1997
    Robert J. Caverly

/s/ William J. Johnson*    Director                               April 17, 1997
    William J. Johnson

                           Director                                       , 1997
    Alan J. Kaufman

                                      -10-
/s/ Raymond K. Mason, Sr.* Director                               April 17, 1997
    Raymond K. Mason, Sr.

/s/ Patrick J. Ward*       Director                               April 17, 1997
    Patrick J. Ward

/s/ Murray L. Weidenbaum*  Director                               April 17, 1997
    Murray L. Weidenbaum

*  By  /s/ Bruce A. Smith                                         April 17, 1997
           Bruce A. Smith
         as attorney in fact

                                      -11-

                               INDEX TO EXHIBITS

        Exhibit
        Number

          4.1  - Copy of the Tesoro Petroleum Corporation Amended  and  Restated
                 Executive  Long-Term  Incentive Plan as amended through June 6,
                 1996 (incorporated by reference herein  to Exhibit 10.12 of the
                 Company's Annual Report on Form 10-K for the fiscal year  ended
                 December 31, 1996, File No. 1-3473).

          4.2  - Copy  of  the  Tesoro  Petroleum Corporation  1995 Non-Employee
                 Director Stock Option Plan.

          4.3  - Board Resolution authorizing  payment  of the Director Retainer
                 in shares of Common Stock.

          5.1  - Opinion of James C. Reed,  Jr., General Counsel of the Company,
                 as to the legality of the securities being registered.

          23.1 - Consent of James C. Reed, Jr., General Counsel of  the  Company
                 (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).