##### 



As filed with the Securities and Exchange Commission on
    October 17, 2007
 
 
 Registration No. 333-146230
 
 
   SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
    
   Amendment No. 1
 
 
 to
 
 Form S-4
 REGISTRATION
    STATEMENT
 UNDER
 THE SECURITIES ACT OF
    1933
  Tesoro Corporation
 and Other Registrants
 (see Table of Additional
    Registrants below)
 (Exact name of registrant as
    specified in its charter)
  Delaware

2911

95-0862768(State or other jurisdiction
    of
    incorporation or organization)

(Primary Standard Industrial
    Classification Code Number)

(I.R.S. Employer
    Identification No.)   300 Concord Plaza Drive
 San Antonio, Texas
    78216-6999
 (210) 828-8484
 (Address, including zip code,
    and telephone number,
 including area code, of
    registrants principal executive offices)
   Charles S. Parrish, Esq.
 Tesoro Corporation
 Senior Vice President, General Counsel and Secretary
 300 Concord Plaza Drive
 San Antonio, Texas
    78216-6999
 (210) 828-8484
 (Name, address, including zip
    code, and telephone number,
 including area code, of agent
    for service)
  Copy
    to:
  Charles L. Strauss, Esq.
 James R. Griffin, Esq.
 Fulbright & Jaworski L.L.P.
 Fulbright Tower
 1301 McKinney, Suite 5100
 Houston, TX 77010
 (713) 651-5151
  Approximate date of commencement of proposed sale to the
    public:
  o
  o
  o
  CALCULATION
    OF REGISTRATION FEE
  Proposed Maximum


Proposed Maximum


Amount ofTitle of Each Class of


Amount to be


Offering


Aggregate


RegistrationSecurities to be Registered


Registered


Price per Unit(1)


Offering Price(1)


Fee(2)61/2% Senior
    Notes due 2017, Series B


$500,000,000


100%


$500,000,000


$15,350Subsidiary guarantees of
    61/2% Senior
    Notes
    due 2017, Series B(3)


N/A


N/A


N/A


N/A   (1)
    
    Pursuant to Rule 457(f)(2),
    represents the book value of the outstanding Senior Notes due
    2017 for which the registered securities will be exchanged.
    Estimated solely for the purpose of calculating the registration
    fee.(2)
    
    Calculated pursuant to
    Rule 457(f)(2). Pursuant to Rule 457(n), no additional
    registration fee is required for the registration of the
    subsidiary guarantees.(3)
    
    No separate consideration will be
    received for the guarantees. The guarantees are not traded
    separately.      The Registrants hereby amend this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the registrants shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act of 1933 or until the Registration
    Statement shall become effective on such date as the Commission,
    acting pursuant to Section 8(a), may determine.




---



##### 



Table of
    Additional Registrants
  State or Other


Primary StandardJurisdiction of


IndustrialExact Name of Registrant as Specified in

Incorporation or


Classification


I.R.S. Employerits Charter/Constituent Documents

Organization


Number


Identification No.Gold Star Maritime Company


Delaware



4412



74-2886469Smileys Super Service, Inc.


Hawaii



5500



99-0088611Tesoro Alaska Company


Delaware



2911



94-1646130Tesoro Aviation Company


Delaware



4522



74-2922277Tesoro Companies, Inc.


Delaware



7389



74-2385513Tesoro Environmental Resources Company


Delaware



7389



74-1956314Tesoro Far East Maritime Company


Delaware



4412



74-2886469Tesoro Financial Services Holding Company


Delaware



6711



51-0377202Tesoro Hawaii Corporation


Hawaii



2911



99-0143882Tesoro Maritime Company


Delaware



4412



74-2886466Tesoro Northstore Company


Alaska



5500



92-0098209Tesoro Refining and Marketing Company


Delaware



2911



76-0489496Tesoro Sierra Properties, LLC


Delaware



5500



36-4606745Tesoro South Coast Company, LLC


Delaware



5500



37-1541638Tesoro Trading Company


Delaware



5172



75-3025497Tesoro Vostok Company


Delaware



5172



74-2257610Tesoro Wasatch, LLC


Delaware



6519



74-3009694Tesoro West Coast Company, LLC


Delaware



5500



35-2295010   Form S-4.
      (302) 651-8300




---



##### 



Explanatory
    Note
 
 
  Form S-4




---



##### 



ITEM 21.
    Exhibits
    and Financial Statement Schedules.  
 Exhibit No.



Description2
.1



Stock Sale Agreement, dated March 18, 1998, among the
    Company, BHP Hawaii Inc. and BHP Petroleum Pacific Islands Inc.
    (incorporated by reference herein to Exhibit 2.1 to
    Registration Statement
    No. 333-51789).2
.2



Stock Sale Agreement, dated May 1, 1998, among Shell
    Refining Holding Company, Shell Anacortes Refining Company and
    the Company (incorporated by reference herein to the
    Companys Quarterly Report on
    Form 10-Q
    for the period ended March 31, 1998, File
    No. 1-3473).2
.3



Asset Purchase Agreement, dated July 16, 2001, by and among
    the Company, BP Corporation North America Inc. and Amoco
    Oil Company (incorporated by reference herein to
    Exhibit 2.1 to the Companys Current Report on
    Form 8-K
    filed on September 21, 2001, File
    No. 1-3473).2
.4



Asset Purchase Agreement, dated July 16, 2001, by and among
    the Company, BP Corporation North America Inc. and Amoco
    Oil Company (incorporated by reference herein to
    Exhibit 2.2 to the Companys Current Report on
    Form 8-K
    filed on September 21, 2001, File
    No. 1-3473).2
.5



Asset Purchase Agreement, dated July 16, 2001, by and among
    the Company, BP Corporation North America Inc. and BP Pipelines
    (North America) Inc. (incorporated by reference herein to
    Exhibit 2.1 to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2001, File
    No. 1-3473).2
.6



Sale and Purchase Agreement for Golden Eagle Refining and
    Marketing Assets, dated February 4, 2002, by and among
    Ultramar Inc. and Tesoro Refining and Marketing Company,
    including First Amendment dated February 20, 2002 and
    related Purchaser Parent Guaranty dated February 4, 2002,
    and Second Amendment dated May 3, 2002 (incorporated by
    reference herein to Exhibit 2.12 to the Companys
    Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2001, File
    No. 1-3473,
    and Exhibit 2.1 to the Companys Current Report on
    Form 8-K
    filed on May 9, 2002, File
    No. 1-3473).2
.7



Asset Purchase Agreement by and between the Company and Shell
    Oil Products US dated as of January 29, 2007 (incorporated
    by reference herein to Exhibit 2.1 to the Companys
    Current Report on
    Form 8-K
    filed on February 1, 2007, File
    No. 1-3473).2
.8



Asset Purchase and Sale Agreement by and between the Company and
    Shell Oil Products US dated as of January 29, 2007
    (incorporated by reference herein to Exhibit 2.2 to the
    Companys Current Report on
    Form 8-K
    filed on February 1, 2007, File
    No. 1-3473).2
.9



Purchase and Sale Agreement and Joint Escrow Instructions by and
    among the Company and USA Petroleum Corporation, USA Gasoline
    Corporation, Palisades Gas and Wash, Inc. and USA San Diego
    LLC dated as of January 26, 2007 (incorporated by reference
    herein to Exhibit 2.3 to the Companys Current Report
    on
    Form 8-K
    filed on February 1, 2007, File
    No. 1-3473).2
.10



Letter Agreement to the Purchase and Sale Agreement and Joint
    Escrow Instructions dated April 30, 2007 between the
    Company and USA Petroleum Corporation, Palisades Gas and Wash,
    Inc. and USA San Diego, LLC (incorporated by reference
    herein to Exhibit 2.1 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended June 30, 2007, File
    No. 1-3473).3
.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).3
.2



By-Laws of the Company, as amended through February 2, 2005
    (incorporated by reference herein to Exhibit 3.1 to the
    Companys Current Report on
    Form 8-K
    filed on February 8, 2005, File
    No. 1-3473).3
.3



Amendment to the By-Laws of the Company, effective March 6,
    2006 (incorporated by reference herein to Exhibit 3.3 to
    the Companys Annual Report on
    Form 10-K
    filed on March 7, 2006, File
    No. 1-3473).3
.4



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, 1993.3
.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). 
 II-2




---



##### 



Exhibit No.



Description3
.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).3
.7



Certificate of Amendment, dated as of August 3, 1998, to
    Certificate of Incorporation of the Company, amending
    Article IV, increasing the number of authorized shares of
    Common Stock from 50,000,000 to 100,000,000 (incorporated by
    reference herein to Exhibit 3.1 to the Companys
    Quarterly Report on
    Form 10-Q
    for the period ended September 30, 1998, File
    No. 1-3473).3
.8



Certificate of Amendment, dated as of May 4, 2006, to
    Restated Certificate of Incorporation of the Company
    (incorporated by reference herein to Exhibit 3.1 to the
    Companys Quarterly Report on
    Form 10-Q
    for the period ended March 31, 2006, File
    No. 1-3473).3
.9



Certificate of Ownership of Merger merging Tesoro Merger Corp.
    into Tesoro Petroleum Corporation and changing the name of
    Tesoro Petroleum Corporation to Tesoro Corporation, dated
    November 8, 2004 (incorporated by reference to
    Exhibit 3.1 to the Current Report on
    Form 8-K
    filed on November 9, 2004).3
.10



Certificate of Incorporation of Gold Star Maritime Company
    (incorporated by reference herein to Exhibit 3.13 to
    Registration Statement
    No. 333-75056).3
.11



Bylaws of Gold Star Maritime Company (incorporated by reference
    herein to Exhibit 3.14 to Registration Statement
    No. 333-75056).3
.12



Articles of Incorporation of Smileys Super Service, Inc.
    (incorporated by reference herein to Exhibit 3.17 to
    Registration Statement
    No. 333-75056).3
.13



Bylaws of Smileys Super Service, Inc. (incorporated by
    reference herein to Exhibit 3.18 to Registration Statement
    No. 333-75056).3
.14



Certificate of Incorporation of Tesoro Alaska Company, as
    amended (incorporated by reference herein to Exhibit 3.19
    to Registration Statement
    No. 333-75056).3
.15



Bylaws of Tesoro Alaska Company, as amended (incorporated by
    reference herein to Exhibit 3.20 to Registration Statement
    No. 333-75056).3
.16



Certificate of Incorporation of Tesoro Aviation Company, as
    amended (incorporated by reference herein to Exhibit 3.23
    to Registration Statement
    No. 333-75056).3
.17



Bylaws of Tesoro Aviation Company (incorporated by reference
    herein to Exhibit 3.24 to Registration Statement
    No. 333-75056).3
.18



Certificate of Incorporation of Tesoro Companies, Inc., as
    amended (incorporated by reference herein to Exhibit 3.41
    to Registration Statement
    No. 333-75056).3
.19



Bylaws of Tesoro Companies, Inc., as amended (incorporated by
    reference herein to Exhibit 3.9 to Registration Statement
    No. 333-75056).3
.20



Certificate of Incorporation of Tesoro Environmental Resources
    Company, as amended (incorporated by reference herein to
    Exhibit 3.24 to Registration Statement
    No. 333-135104).3
.21



Bylaws of Tesoro Environmental Resources Company, as amended
    (incorporated by reference herein to Exhibit 3.25 to
    Registration Statement
    No. 333-135104).3
.22



Certificate of Incorporation of Tesoro Far East Maritime Company
    (formerly Far East Maritime Company) (incorporated by reference
    herein to Exhibit 3.11 to Registration Statement
    No. 333-75056).3
.23



Certificate of Amendment to the Certificate of Incorporation of
    Tesoro Far East Maritime Company (incorporated by reference
    herein to Exhibit 3.27 to Registration Statement
    No. 333-135104).3
.24



Bylaws of Tesoro Far East Maritime Company, as amended
    (incorporated by reference herein to Exhibit 3.12 to
    Registration Statement
    No. 333-75056).3
.25



Certificate of Incorporation of Tesoro Financial Services
    Holding Company (incorporated by reference herein to
    Exhibit 3.25 to Registration Statement
    No. 333-75056).3
.26



Bylaws of Tesoro Financial Services Holding Company
    (incorporated by reference herein to Exhibit 3.26 to
    Registration Statement
    No. 333-75056). II-3




---



##### 



Exhibit No.



Description3
.27



Articles of Incorporation of Tesoro Hawaii Corporation, as
    amended (incorporated by reference herein to Exhibit 3.29
    to Registration Statement
    No. 333-75056).3
.28



Bylaws of Tesoro Hawaii Corporation, as amended (incorporated by
    reference herein to Exhibit 3.30 to Registration Statement
    No. 333-75056).3
.29



Certificate of Incorporation of Tesoro Maritime Company
    (incorporated by reference herein to Exhibit 3.37 to
    Registration Statement
    No. 333-75056).3
.30



Bylaws of Tesoro Maritime Company (incorporated by reference
    herein to Exhibit 3.38 to Registration Statement
    No. 333-75056).3
.31



Articles of Incorporation of Tesoro Northstore Company, as
    amended (incorporated by reference herein to Exhibit 3.39
    to Registration Statement
    No. 333-75056).3
.32



Bylaws of Tesoro Northstore Company, as amended (incorporated by
    reference herein to Exhibit 3.40 to Registration Statement
    No. 333-75056).3
.33



Certificate of Incorporation of Tesoro Refining and Marketing
    Company (formerly Tesoro West Coast Company), as amended
    (incorporated by reference herein to Exhibit 3.51 to
    Registration Statement
    No. 333-75056).3
.34



Bylaws of Tesoro Refining and Marketing Company (formerly Tesoro
    West Coast Company), as amended (incorporated by reference
    herein to Exhibit 3.52 to Registration Statement
    No. 333-75056).*3
.35



Certificate of Formation of Tesoro Sierra Properties, LLC.*3
.36



Limited Liability Company Agreement of Tesoro Sierra Properties,
    LLC.*3
.37



Certificate of Formation of Tesoro South Coast Company, LLC.*3
.38



Limited Liability Company Agreement of Tesoro South Coast
    Company, LLC.3
.39



Certificate of Incorporation of Tesoro Trading Company, as
    amended (incorporated by reference herein to Exhibit 3.1 to
    Amendment No. 1 to Registration Statement
    No. 333-84018).3
.40



Bylaws of Tesoro Trading Company (incorporated by reference
    herein to Exhibit 3.2 to Amendment No. 1 to
    Registration Statement
    No. 333-84018).3
.41



Certificate of Incorporation of Tesoro Vostok Company, as
    amended (incorporated by reference herein to Exhibit 3.49
    to Registration Statement
    No. 333-75056).3
.42



Bylaws of Tesoro Vostok Company, as amended (incorporated by
    reference herein to Exhibit 3.50 to Registration Statement
    No. 333-75056).3
.43



Certificate of Formation of Tesoro Wasatch, LLC (incorporated by
    reference herein to Exhibit 3.47 to Registration Statement
    No. 333-105783).3
.44



Limited Liability Company Agreement of Tesoro Wasatch, LLC
    (incorporated by reference herein to Exhibit 3.48 to
    Registration Statement
    No. 333-105783).*3
.45



Certificate of Formation of Tesoro West Coast Company, LLC.*3
.46



Limited Liability Company Agreement of Tesoro West Coast
    Company, LLC.4
.1



Form of Coastwide Energy Services Inc. 8% Convertible
    Subordinated Debenture (incorporated by reference herein to
    Exhibit 4.3 to Post-Effective Amendment No. 1 to
    Registration
    No. 333-00229).4
.2



Debenture Assumption and Conversion Agreement dated as of
    February 20, 1996, between the Company, Coastwide Energy
    Services, Inc. and CNRG Acquisition Corp. (incorporated by
    reference herein to Exhibit 4.4 to Post-Effective Amendment
    No. 1 to Registration
    No. 333-00229).4
.3



Indenture (including form of note), dated as of
    November 16, 2005, among Tesoro Corporation, certain
    subsidiary guarantors and U.S. Bank National Association, as
    trustee, relating to the
    61/4% Senior
    Notes due 2012 (incorporated by reference herein to
    Exhibit 4.1 to the Current Report on
    Form 8-K
    filed on November 17, 2005, File
    No. 1-3473).4
.4



Indenture (including form of note), dated as of
    November 16, 2005, among Tesoro Corporation, certain
    subsidiary guarantors and U.S. Bank National Association, as
    trustee, relating to the
    65/8% Senior
    Notes due 2015 (incorporated by reference herein to
    Exhibit 4.2 to the Current Report on
    Form 8-K
    filed on November 17, 2005, File
    No. 1-3473). II-4




---



##### 



Exhibit No.



Description4
.5



Indenture (including form of note), dated as of May 29,
    2007, among Tesoro Corporation, certain subsidiary guarantors
    and U.S. Bank National Association, as trustee, relating to the
    61/2
    Senior Notes due 2017 (incorporated by reference herein to
    Exhibit 4.1 to the Current Report on
    Form 8-K
    filed on June 4, 2007, File
    No. 1-3473).4
.6



Exchange and Registration Rights Agreement, dated as of
    May 29, 2007, among Tesoro Corporation, certain subsidiary
    guarantors, Lehman Brothers Inc., J.P. Morgan Securities,
    Inc., Goldman, Sachs & Co. and Greenwich Capital
    Markets, Inc., as the several initial purchasers, relating to
    the
    61/2% Senior
    Notes due 2017 (incorporated by reference herein to
    Exhibit 4.2 to the Current Report on
    Form 8-K
    filed on June 4, 2007, File
    No. 1-3473).*5
.1



Opinion of Fulbright & Jaworski L.L.P.*12
.1



Statement of Computation of Ratio of Earnings to Fixed Charges.21
.1



Subsidiaries of the Company (incorporated by reference herein to
    Exhibit 21.1 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 2006, File
    No. 1-3473).*23
.1



Consent of Deloitte & Touche LLP.*23
.2



Consent of PricewaterhouseCoopers LLP.*23
.3



Consent of Fulbright & Jaworski L.L.P. (included in
    Exhibit 5.1).*24
.1



Powers of Attorney of certain officers and directors of Tesoro
    Corporation and other Registrants (included on the signature
    pages hereof).*25
.1



Form T-1,
    Statement of Eligibility under the Trust Indenture Act of
    1939 of U.S. Bank National Association, as Trustee.*99
.1



Form of Letter of Transmittal and Consent.*99
.2



Form of Notice of Guaranteed Delivery.*99
.3



Form of Letter from Tesoro Corporation to Registered Holders and
    Depository Trust Company Participants.*99
.4



Form of Instructions from Beneficial Owners to Registered
    Holders and Depositary Trust Company Participants.*99
.5



Form of Letter to Clients.  
   
  *
    
    Previously filed. 
 
  
    
    Confidential treatment has been granted for certain portions of
    this Exhibit pursuant to
    Rule 24b-2
    of the Securities Exchange Act of 1934, which portions have been
    omitted and filed separately with the Securities and Exchange
    Commission. 
 II-5




---



##### 



SIGNATURES
 
   
  TESORO CORPORATION
  By:
    /s/  Bruce
    A. Smith  Bruce A. Smith
 Chairman of the Board of
    Directors and President
 
   
  
 Signature

Title*Bruce
    A. Smith

Chairman of the Board of Directors, President
    (Principal Executive Officer)*Steven
    H. Grapstein

Lead Director*Otto
    C. Schwethelm

Vice President, Chief Financial Officer
    (Principal Financial Officer)*Arlen
    O. Glenewinkel, Jr.

Vice President and Controller 
    (Principal Accounting Officer)*John
    F. Bookout III

Director*Rodney
    F. Chase

Director*Robert
    W. Goldman

Director*William
    J. Johnson

Director*J.W.
    (Jim) Nokes

Director*Donald
    H. Schmude

Director*Michael
    E. Wiley

Director*By:

/s/  Charles
    S. ParrishCharles
    S. ParrishAttorney-in-Fact  
 II-7




---



##### 



SIGNATURES
 
   
  GOLD STAR MARITIME COMPANY
    TESORO FAR EAST MARITIME COMPANY
  By:
    /s/  Charles
    W. Parks  Charles W. Parks
 President
 
   
  
 Signature

Title*Charles
    W. Parks

Chairman of the Board of Directors and President 
    (Principal Executive Officer)*Gregory
    A. Wright

Director, Executive Vice President and
    Chief Administrative Officer*Otto
    C. Schwethelm

Vice President, Chief Financial Officer 
    (Principal Financial Officer)*Timothy
    F. Plummer

Director and Vice President, Maritime*Arlen
    O. Glenewinkel, Jr.

Vice President and Controller
    (Principal Accounting Officer)*By:

/s/  Charles
    S. ParrishCharles
    S. ParrishAttorney-in-Fact  
 II-8




---



##### 



SIGNATURES
 
   
  SMILEYS SUPER SERVICE, INC.
  By:
    /s/  Otto
    C. Schwethelm  Otto C. Schwethelm
 Vice President, Chief Financial
    Officer
 and Treasurer
 
   
  
 Signature

Title*Daniel
    J. Porter

Director, President
    (Principal Executive Officer)*Otto
    C. Schwethelm

Director, Vice President, Chief Financial
    Officer and Treasurer
    (Principal Financial and Accounting Officer)*P.
    Scott Rammell

Director, Vice President, General Counsel and Secretary*By:

/s/  Charles
    S. ParrishCharles
    S. ParrishAttorney-in-Fact  
 II-9




---



##### 



SIGNATURES
 
   
  TESORO ALASKA COMPANY
  By:
    /s/  Otto
    C. Schwethelm  Otto C. Schwethelm
 Vice President and Chief
    Financial Officer
 
   
  
 Signature

Title*Bruce
    A. Smith

Chairman of the Board of Directors and President
    (Principal Executive Officer)*William
    J. Finnerty

Director, Executive Vice President
    and Chief Operating Officer*Gregory
    A. Wright

Director, Executive Vice President and
    Chief Administrative Officer*Otto
    C. Schwethelm

Vice President and Chief Financial Officer
    (Principal Financial Officer)*Arlen
    O. Glenewinkel, Jr.

Vice President and Controller
    (Principal Accounting Officer)*By:

/s/  Charles
    S. ParrishCharles
    S. ParrishAttorney-in-Fact  
 II-10




---



##### 



SIGNATURES
 
   
  TESORO AVIATION COMPANY
  By:
    /s/  Otto
    C. Schwethelm  Otto C. Schwethelm
 Vice President and Chief
    Financial Officer
 
   
  
 Signature

Title*Bruce
    A. Smith

Chairman of the Board of Directors and President
    (Principal Executive Officer)*Gregory
    A. Wright

Director, Executive Vice President and Chief
    Administrative Officer*Otto
    C. Schwethelm

Vice President and Chief Financial Officer
    (Principal Financial Officer)*William
    J. Finnerty

Director*Arlen
    O. Glenewinkel, Jr.

Vice President and Controller
    (Principal Accounting Officer)*By:

/s/  Charles
    S. ParrishCharles
    S. ParrishAttorney-in-Fact  
 II-11




---



##### 



SIGNATURES
 
   
  TESORO COMPANIES, INC.
  By:
    /s/  Bruce
    A. Smith  Bruce A. Smith
 Chairman of the Board of
    Directors
 and President
 
   
  
 Signature

Title*Bruce
    A. Smith

Chairman of the Board of Directors and President 
    (Principal Executive Officer)*Gregory
    A. Wright

Director, Executive Vice President and
    Chief Administrative Officer*William
    J. Finnerty

Director, Executive Vice President and
    Chief Operating Officer*Otto
    C. Schwethelm

Vice President and Chief Financial Officer
    (Principal Financial Officer)*Arlen
    O. Glenewinkel, Jr.

Vice President and Controller 
    (Principal Accounting Officer)*By:

/s/  Charles
    S. ParrishCharles
    S. ParrishAttorney-in-Fact  
 II-12




---



##### 



SIGNATURES
 
   
  TESORO ENVIRONMENTAL RESOURCES
    COMPANY
  By:
    /s/  Otto
    C. Schwethelm  Otto C. Schwethelm
 Vice President and Chief
    Financial Officer
 
   
  
 Signature

Title*Bruce
    A. Smith

Chairman of the Board of Directors and President
    (Principal Executive Officer)*Gregory
    A. Wright

Director, Executive Vice President and
    Chief Administrative Officer*Otto
    C. Schwethelm

Vice President and Chief Financial Officer 
    (Principal Financial Officer)*William
    J. Finnerty

Director, Executive Vice President and
    Chief Operating Officer*Arlen
    O. Glenewinkel, Jr.

Vice President and Controller
    (Principal Accounting Officer)*By:

/s/  Charles
    S. ParrishCharles
    S. ParrishAttorney-in-Fact  
 II-13




---



##### 



SIGNATURES
 
   
  TESORO FINANCIAL SERVICES HOLDING
    COMPANY
  By:
    /s/  Otto
    C. Schwethelm  Otto C. Schwethelm
 Vice President and Chief
    Financial Officer
 
   
  
 Signature

Title*Bruce
    A. Smith

Chairman of the Board of Directors 
    and Chief Executive Officer 
    (Principal Executive Officer)*Gregory
    A. Wright

Director, Executive Vice President and
    Chief Administrative Officer*William
    J. Finnerty

Director, Executive Vice President and
    Chief Operating Officer*Otto
    C. Schwethelm

Vice President and Chief Financial Officer
    (Principal Financial Officer)*Arlen
    O. Glenewinkel, Jr.

Vice President and Controller
    (Principal Accounting Officer)*By:

/s/  Charles
    S. ParrishCharles
    S. ParrishAttorney-in-Fact  
 II-14




---



##### 



SIGNATURES
 
   
  TESORO HAWAII CORPORATION
  By:
    /s/  Bruce
    A. Smith  Bruce A. Smith
 President and Chief Executive
    Officer
 
   
  
 Signature

Title*Bruce
    A. Smith

Director, President and Chief Executive Officer
    (Principal Executive Officer)*William
    J. Finnerty

Director, Executive Vice President and 
    Chief Operating Officer*Gregory
    A. Wright

Director, Executive Vice President, 
    Chief Administrative Officer and Treasurer 
    (Principal Financial Officer)*Arlen
    O. Glenewinkel, Jr.

Vice President and Controller 
    (Principal Accounting Officer)*By:

/s/  Charles
    S. ParrishCharles
    S. ParrishAttorney-in-Fact  
 II-15




---



##### 



SIGNATURES
 
   
  TESORO MARITIME COMPANY
  By:
    /s/  Otto
    C. Schwethelm  Otto C. Schwethelm
 Vice President and Chief
    Financial Officer
 
   
  
 Signature

Title*Timothy
    F. Plummer

Chairman of the Board of Directors and President
    (Principal Executive Officer)*Gregory
    A. Wright

Director, Executive Vice President and
    Chief Administrative Officer*William
    J. Finnerty

Executive Vice President and
    Chief Operating Officer*Otto
    C. Schwethelm

Vice President and Chief Financial Officer
    (Principal Financial Officer)*Arlen
    O. Glenewinkel, Jr.

Vice President and Controller 
    (Principal Accounting Officer)*By:

/s/  Charles
    S. ParrishCharles
    S. ParrishAttorney-in-Fact  
 II-16




---



##### 



SIGNATURES
 
   
  TESORO NORTHSTORE COMPANY
  By:
    /s/  Otto
    C. Schwethelm  Otto C. Schwethelm
 Vice President and Chief
    Financial Officer
 
   
  
 Signature

Title*John
    R. Ramsey

President
    (Principal Executive Officer)*Charles
    S. Parrish

Director, Senior Vice President, General Counsel and
    Secretary*Otto
    C. Schwethelm

Director, Vice President and Chief Financial Officer
    (Principal Financial Officer)*Daniel
    J. Porter

Director*Arlen
    O. Glenewinkel, Jr.

Vice President and Controller
    (Principal Accounting Officer)*By:

/s/  Charles
    S. ParrishCharles
    S. ParrishAttorney-in-Fact  
 II-17




---



##### 



SIGNATURES
 
   
  TESORO REFINING AND MARKETING
    COMPANY
  By:
    /s/  Otto
    C. Schwethelm  Otto C. Schwethelm
 Vice President and Chief
    Financial Officer
 
   
  
 Signature

Title*Bruce
    A. Smith

Chairman of the Board of Directors and President
    (Principal Executive Officer)*William
    J. Finnerty

Director, Executive Vice President and
    Chief Operating Officer*Gregory
    A. Wright

Director, Executive Vice President and
    Chief Administrative Officer*Otto
    C. Schwethelm

Vice President and Chief Financial Officer
    (Principal Financial Officer)*Arlen
    O. Glenewinkel, Jr.

Vice President and Controller 
    (Principal Accounting Officer)*By:

/s/  Charles
    S. ParrishCharles
    S. ParrishAttorney-in-Fact  
 II-18




---



##### 



SIGNATURES
 
   
  TESORO SIERRA PROPERTIES, LLC
  By:
    /s/  Otto
    C. Schwethelm  Otto C. Schwethelm
 Vice President and Chief
    Financial Officer
 
   
  
 Signature

Title*Daniel
    J. Porter

President 
    (Principal Executive Officer)*Otto
    C. Schwethelm

Vice President and Chief Financial Officer
    (Principal Financial Officer)*Arlen
    O. Glenewinkel, Jr.

Vice President and Controller
    (Principal Accounting Officer)*By:

/s/  Charles
    S. ParrishCharles
    S. ParrishAttorney-in-Fact  
 II-19




---



##### 



SIGNATURES
 
   
  TESORO SOUTH COAST COMPANY, LLC
  By:
    /s/  Otto
    C. Schwethelm  Otto C. Schwethelm
 Vice President and Chief
    Financial Officer
 
   
  
 Signature

Title*Daniel
    J. Porter

President
    (Principal Executive Officer)*Otto
    C. Schwethelm

Vice President and Chief Financial Officer
    (Principal Financial Officer)*Arlen
    O. Glenewinkel, Jr.

Vice President and Controller 
    (Principal Accounting Officer)*By:

/s/  Charles
    S. ParrishCharles
    S. ParrishAttorney-in-Fact  
 II-20




---



##### 



SIGNATURES
 
   
  TESORO TRADING COMPANY
  By:
    /s/  Otto
    C. Schwethelm  Otto C. Schwethelm
 Vice President and Chief
    Financial Officer
 
   
  
 Signature

Title*Bruce
    A. Smith

Chairman of the Board of Directors and President
    (Principal Executive Officer)*William
    J. Finnerty

Director, Executive Vice President and
    Chief Operating Officer*Gregory
    A. Wright

Director, Executive Vice President and
    Chief Administrative Officer*Otto
    C. Schwethelm

Vice President and Chief Financial Officer 
    (Principal Financial Officer)*Arlen
    O. Glenewinkel, Jr.

Vice President and Controller
    (Principal Accounting Officer)*By:

/s/  Charles
    S. ParrishCharles
    S. ParrishAttorney-in-Fact  
 II-21




---



##### 



SIGNATURES
 
   
  TESORO VOSTOK COMPANY
  By:
    /s/  Otto
    C. Schwethelm  Otto C. Schwethelm
 Vice President and Chief
    Financial Officer
 
   
  
 Signature

Title*Bruce
    A. Smith

Chairman of the Board of Directors and President
    (Principal Executive Officer)*William
    J. Finnerty

Director, Executive Vice President and
    Chief Operating Officer*Gregory
    A. Wright

Director, Executive Vice President and
    Chief Administrative Officer*Otto
    C. Schwethelm

Vice President and Chief Financial Officer 
    (Principal Financial Officer)*Arlen
    O. Glenewinkel, Jr.

Vice President and Controller
    (Principal Accounting Officer)*By:

/s/  Charles
    S. ParrishCharles
    S. ParrishAttorney-in-Fact  
 II-22




---



##### 



SIGNATURES
 
   
  TESORO WASATCH, LLC
  By:
    /s/  Otto
    C. Schwethelm  Otto C. Schwethelm
 Vice President and Chief
    Financial Officer
 
   
  
 Signature

Title*Bruce
    A. Smith

Chairman of the Board of Directors and President 
    (Principal Executive Officer)*William
    J. Finnerty

Director, Executive Vice President and
    Chief Operating Officer*Gregory
    A. Wright

Director, Executive Vice President and
    Chief Administrative Officer*Otto
    C. Schwethelm

Vice President and Chief Financial Officer 
    (Principal Financial Officer)*Arlen
    O. Glenewinkel, Jr.

Vice President and Controller 
    (Principal Accounting Officer)*By:

/s/  Charles
    S. ParrishCharles
    S. ParrishAttorney-in-Fact  
 II-23




---



##### 



SIGNATURES
 
   
  TESORO WEST COAST COMPANY, LLC
  By:
    /s/  Otto
    C. Schwethelm  Otto C. Schwethelm
 Vice President and Chief
    Financial Officer
 
   
  
 Signature

Title*Daniel
    J. Porter

President
    (Principal Executive Officer)*Otto
    C. Schwethelm

Vice President and Chief Financial Officer
    (Principal Financial Officer)*Arlen
    O. Glenewinkel, Jr.

Vice President and Controller
    (Principal Accounting Officer)*By:

/s/  Charles
    S. ParrishCharles
    S. ParrishAttorney-in-Fact  
 II-24




---



##### 



EXHIBIT INDEX
  
 Exhibit No.



Description2
.1



Stock Sale Agreement, dated March 18, 1998, among the Company,
    BHP Hawaii Inc. and BHP Petroleum Pacific Islands Inc.
    (incorporated by reference herein to Exhibit 2.1 to Registration
    Statement No. 333-51789).2
.2



Stock Sale Agreement, dated May 1, 1998, among Shell Refining
    Holding Company, Shell Anacortes Refining Company and the
    Company (incorporated by reference herein to the Companys
    Quarterly Report on Form 10-Q for the period ended March 31,
    1998, File No. 1-3473).2
.3



Asset Purchase Agreement, dated July 16, 2001, by and among the
    Company, BP Corporation North America Inc. and Amoco Oil Company
    (incorporated by reference herein to Exhibit 2.1 to the
    Companys Current Report on Form 8-K filed on September 21,
    2001, File No. 1-3473).2
.4



Asset Purchase Agreement, dated July 16, 2001, by and among the
    Company, BP Corporation North America Inc. and Amoco Oil Company
    (incorporated by reference herein to Exhibit 2.2 to the
    Companys Current Report on Form 8-K filed on September 21,
    2001, File No. 1-3473).2
.5



Asset Purchase Agreement, dated July 16, 2001, by and among the
    Company, BP Corporation North America Inc. and BP Pipelines
    (North America) Inc. (incorporated by reference herein to
    Exhibit 2.1 to the Companys Quarterly Report on Form 10-Q
    for the quarterly period ended September 30, 2001, File No.
    1-3473).2
.6



Sale and Purchase Agreement for Golden Eagle Refining and
    Marketing Assets, dated February 4, 2002, by and among Ultramar
    Inc. and Tesoro Refining and Marketing Company, including First
    Amendment dated February 20, 2002 and related Purchaser Parent
    Guaranty dated February 4, 2002, and Second Amendment dated May
    3, 2002 (incorporated by reference herein to Exhibit 2.12 to the
    Companys Annual Report on Form 10-K for the fiscal year
    ended December 31, 2001, File
    No. 1-3473,
    and Exhibit 2.1 to the Companys Current Report on Form 8-K
    filed on May 9, 2002, File No. 1-3473).2
.7



Asset Purchase Agreement by and between the Company and Shell
    Oil Products US dated as of January 29, 2007 (incorporated by
    reference herein to Exhibit 2.1 to the Companys Current
    Report on Form 8-K filed on February 1, 2007, File No. 1-3473).2
.8



Asset Purchase and Sale Agreement by and between the Company and
    Shell Oil Products US dated as of January 29, 2007 (incorporated
    by reference herein to Exhibit 2.2 to the Companys Current
    Report on Form 8-K filed on February 1, 2007, File No. 1-3473).2
.9



Purchase and Sale Agreement and Joint Escrow Instructions by and
    among the Company and USA Petroleum Corporation, USA Gasoline
    Corporation, Palisades Gas and Wash, Inc. and USA San Diego
    LLC dated as of January 26, 2007 (incorporated by reference
    herein to Exhibit 2.3 to the Companys Current Report on
    Form 8-K filed on February 1, 2007, File No. 1-3473).2
.10



Letter Agreement to the Purchase and Sale Agreement and Joint
    Escrow Instructions dated April 30, 2007 between the Company and
    USA Petroleum Corporation, Palisades Gas and Wash, Inc. and USA
    San Diego, LLC (incorporated by reference herein to Exhibit
    2.1 to the Companys Quarterly Report on Form 10-Q for the
    quarterly period ended June 30, 2007, File No. 1-3473).3
.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).3
.2



By-Laws of the Company, as amended through February 2, 2005
    (incorporated by reference herein to Exhibit 3.1 to the
    Companys Current Report on Form 8-K filed on February 8,
    2005, File
    No. 1-3473).3
.3



Amendment to the By-Laws of the Company, effective March 6, 2006
    (incorporated by reference herein to Exhibit 3.3 to the
    Companys Annual Report on Form 10-K filed on March 7,
    2006,
    File No. 1-3473).3
.4



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, 1993.3
.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).




---



##### 



Exhibit No.



Description3
.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).3
.7



Certificate of Amendment, dated as of August 3, 1998, to
    Certificate of Incorporation of the Company, amending Article
    IV, increasing the number of authorized shares of Common Stock
    from 50,000,000 to 100,000,000 (incorporated by reference herein
    to Exhibit 3.1 to the Companys Quarterly Report on Form
    10-Q for the period ended September 30, 1998, File No. 1-3473).3
.8



Certificate of Amendment, dated as of May 4, 2006, to Restated
    Certificate of Incorporation of the Company (incorporated by
    reference herein to Exhibit 3.1 to the Companys Quarterly
    Report on Form 10-Q for the period ended March 31, 2006, File
    No. 1-3473).3
.9



Certificate of Ownership of Merger merging Tesoro Merger Corp.
    into Tesoro Petroleum Corporation and changing the name of
    Tesoro Petroleum Corporation to Tesoro Corporation, dated
    November 8, 2004 (incorporated by reference to Exhibit 3.1 to
    the Current Report on Form 8-K filed on November 9, 2004).3
.10



Certificate of Incorporation of Gold Star Maritime Company
    (incorporated by reference herein to Exhibit 3.13 to
    Registration Statement No. 333-75056).3
.11



Bylaws of Gold Star Maritime Company (incorporated by reference
    herein to Exhibit 3.14 to Registration Statement No. 333-75056).3
.12



Articles of Incorporation of Smileys Super Service, Inc.
    (incorporated by reference herein to Exhibit 3.17 to
    Registration Statement No. 333-75056).3
.13



Bylaws of Smileys Super Service, Inc. (incorporated by
    reference herein to Exhibit 3.18 to Registration Statement No.
    333-75056).3
.14



Certificate of Incorporation of Tesoro Alaska Company, as
    amended (incorporated by reference herein to Exhibit 3.19 to
    Registration Statement No. 333-75056).3
.15



Bylaws of Tesoro Alaska Company, as amended (incorporated by
    reference herein to Exhibit 3.20 to Registration Statement No.
    333-75056).3
.16



Certificate of Incorporation of Tesoro Aviation Company, as
    amended (incorporated by reference herein to Exhibit 3.23 to
    Registration Statement No. 333-75056).3
.17



Bylaws of Tesoro Aviation Company (incorporated by reference
    herein to Exhibit 3.24 to Registration Statement No. 333-75056).3
.18



Certificate of Incorporation of Tesoro Companies, Inc., as
    amended (incorporated by reference herein to Exhibit 3.41 to
    Registration Statement No. 333-75056).3
.19



Bylaws of Tesoro Companies, Inc., as amended (incorporated by
    reference herein to Exhibit 3.9 to Registration Statement No.
    333-75056).3
.20



Certificate of Incorporation of Tesoro Environmental Resources
    Company, as amended (incorporated by reference herein to Exhibit
    3.24 to Registration Statement No. 333-135104).3
.21



Bylaws of Tesoro Environmental Resources Company, as amended
    (incorporated by reference herein to Exhibit 3.25 to
    Registration Statement No. 333-135104).3
.22



Certificate of Incorporation of Tesoro Far East Maritime Company
    (formerly Far East Maritime Company) (incorporated by reference
    herein to Exhibit 3.11 to Registration Statement
    No. 333-75056).3
.23



Certificate of Amendment to the Certificate of Incorporation of
    Tesoro Far East Maritime Company (incorporated by reference
    herein to Exhibit 3.27 to Registration Statement No. 333-135104).3
.24



Bylaws of Tesoro Far East Maritime Company, as amended
    (incorporated by reference herein to Exhibit 3.12 to
    Registration Statement No. 333-75056).3
.25



Certificate of Incorporation of Tesoro Financial Services
    Holding Company (incorporated by reference herein to Exhibit
    3.25 to Registration Statement No. 333-75056).3
.26



Bylaws of Tesoro Financial Services Holding Company
    (incorporated by reference herein to Exhibit 3.26 to
    Registration Statement No. 333-75056).3
.27



Articles of Incorporation of Tesoro Hawaii Corporation, as
    amended (incorporated by reference herein to Exhibit 3.29 to
    Registration Statement No. 333-75056).




---



##### 



Exhibit No.



Description3
.28



Bylaws of Tesoro Hawaii Corporation, as amended (incorporated by
    reference herein to Exhibit 3.30 to Registration Statement No.
    333-75056).3
.29



Certificate of Incorporation of Tesoro Maritime Company
    (incorporated by reference herein to Exhibit 3.37 to
    Registration Statement No. 333-75056).3
.30



Bylaws of Tesoro Maritime Company (incorporated by reference
    herein to Exhibit 3.38 to Registration Statement No. 333-75056).3
.31



Articles of Incorporation of Tesoro Northstore Company, as
    amended (incorporated by reference herein to Exhibit 3.39 to
    Registration Statement No. 333-75056).3
.32



Bylaws of Tesoro Northstore Company, as amended (incorporated by
    reference herein to Exhibit 3.40 to Registration Statement No.
    333-75056).3
.33



Certificate of Incorporation of Tesoro Refining and Marketing
    Company (formerly Tesoro West Coast Company), as amended
    (incorporated by reference herein to Exhibit 3.51 to
    Registration Statement No. 333-75056).3
.34



Bylaws of Tesoro Refining and Marketing Company (formerly Tesoro
    West Coast Company), as amended (incorporated by reference
    herein to Exhibit 3.52 to Registration Statement No. 333-75056).*3
.35



Certificate of Formation of Tesoro Sierra Properties, LLC.*3
.36



Limited Liability Company Agreement of Tesoro Sierra Properties,
    LLC.*3
.37



Certificate of Formation of Tesoro South Coast Company, LLC.*3
.38



Limited Liability Company Agreement of Tesoro South Coast
    Company, LLC.3
.39



Certificate of Incorporation of Tesoro Trading Company, as
    amended (incorporated by reference herein to Exhibit 3.1 to
    Amendment No. 1 to Registration Statement No. 333-84018).3
.40



Bylaws of Tesoro Trading Company (incorporated by reference
    herein to Exhibit 3.2 to Amendment No. 1 to Registration
    Statement No. 333-84018).3
.41



Certificate of Incorporation of Tesoro Vostok Company, as
    amended (incorporated by reference herein to Exhibit 3.49 to
    Registration Statement No. 333-75056).3
.42



Bylaws of Tesoro Vostok Company, as amended (incorporated by
    reference herein to Exhibit 3.50 to Registration Statement No.
    333-75056).3
.43



Certificate of Formation of Tesoro Wasatch, LLC (incorporated by
    reference herein to Exhibit 3.47 to Registration Statement No.
    333-105783).3
.44



Limited Liability Company Agreement of Tesoro Wasatch, LLC
    (incorporated by reference herein to Exhibit 3.48 to
    Registration Statement No. 333-105783).*3
.45



Certificate of Formation of Tesoro West Coast Company, LLC.*3
.46



Limited Liability Company Agreement of Tesoro West Coast
    Company, LLC.4
.1



Form of Coastwide Energy Services Inc. 8% Convertible
    Subordinated Debenture (incorporated by reference herein to
    Exhibit 4.3 to Post-Effective Amendment No. 1 to Registration
    No. 333-00229).4
.2



Debenture Assumption and Conversion Agreement dated as of
    February 20, 1996, between the Company, Coastwide Energy
    Services, Inc. and CNRG Acquisition Corp. (incorporated by
    reference herein to Exhibit 4.4 to Post-Effective Amendment No.
    1 to Registration No. 333-00229).4
.3



Indenture (including form of note), dated as of November 16,
    2005, among Tesoro Corporation, certain subsidiary guarantors
    and U.S. Bank National Association, as trustee, relating to the
    61/4% Senior
    Notes due 2012 (incorporated by reference herein to Exhibit 4.1
    to the Current Report on Form 8-K filed on November 17, 2005,
    File No. 1-3473).4
.4



Indenture (including form of note), dated as of November 16,
    2005, among Tesoro Corporation, certain subsidiary guarantors
    and U.S. Bank National Association, as trustee, relating to the
    65/8% Senior
    Notes due 2015 (incorporated by reference herein to Exhibit 4.2
    to the Current Report on Form 8-K filed on November 17, 2005,
    File No. 1-3473).4
.5



Indenture (including form of note), dated as of May 29, 2007,
    among Tesoro Corporation, certain subsidiary guarantors and U.S.
    Bank National Association, as trustee, relating to the
    61/2
    Senior Notes due 2017 (incorporated by reference herein to
    Exhibit 4.1 to the Current Report on Form 8-K filed on June 4,
    2007, File No. 1-3473).




---



##### 



Exhibit No.



Description4
.6



Exchange and Registration Rights Agreement, dated as of May 29,
    2007, among Tesoro Corporation, certain subsidiary guarantors,
    Lehman Brothers Inc., J.P. Morgan Securities, Inc.,
    Goldman, Sachs & Co. and Greenwich Capital Markets, Inc.,
    as the several initial purchasers, relating to the
    61/2% Senior
    Notes due 2017 (incorporated by reference herein to Exhibit 4.2
    to the Current Report on Form 8-K filed on June 4, 2007, File
    No. 1-3473).*5
.1



Opinion of Fulbright & Jaworski L.L.P.*12
.1



Statement of Computation of Ratio of Earnings to Fixed Charges.21
.1



Subsidiaries of the Company (incorporated by reference herein to
    Exhibit 21.1 to the Companys Annual Report on Form 10-K
    for the year ended December 31, 2006, File No. 1-3473).*23
.1



Consent of Deloitte & Touche LLP.*23
.2



Consent of PricewaterhouseCoopers LLP.*23
.3



Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
    5.1).*24
.1



Powers of Attorney of certain officers and directors of Tesoro
    Corporation and other Registrants (included on the signature
    pages hereof).*25
.1



Form T-1, Statement of Eligibility under the Trust Indenture Act
    of 1939 of U.S. Bank National Association, as Trustee.*99
.1



Form of Letter of Transmittal and Consent.*99
.2



Form of Notice of Guaranteed Delivery.*99
.3



Form of Letter from Tesoro Corporation to Registered Holders and
    Depository Trust Company Participants.*99
.4



Form of Instructions from Beneficial Owners to Registered
    Holders and Depositary Trust Company Participants.*99
.5



Form of Letter to Clients.  
   
  *
    
    Previously filed. 
 
  
    
    Confidential treatment has been granted for certain portions of
    this Exhibit pursuant to
    Rule 24b-2
    of the Securities Exchange Act of 1934, which portions have been
    omitted and filed separately with the Securities and Exchange
    Commission.