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

                                                                   EXHIBIT 10.32

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



      THIS AGREEMENT by Tesoro Petroleum Corporation (the "Sponsor"),

                                   WITNESSETH:

      WHEREAS, the Sponsor maintains the Plan known as "Tesoro Petroleum
Corporation Amended and Restated Executive Long-Term Incentive Plan" (the
"Plan"); and

      WHEREAS, the Sponsor retained the right in Section 14.1 of the Plan to
amend the Plan from time to time; and

      WHEREAS, the Board of Directors of the Sponsor approved resolutions on the
6th day of March, 2002, to amend the Plan;

      NOW, THEREFORE, the Sponsor agrees that, effective upon the approval of a
majority of the stockholders of the Sponsor, Section 4.1 of the Plan is hereby
amended in its entirety to read as follows:

      4.1   Number of Shares. Subject to adjustment as provided in Section 4.3
            herein, the total number of Shares available for grant under the
            Plan may not exceed 7,250,000. These shares may be either authorized
            but unissued or reacquired Shares.

            The following rules will apply for purposes of the determination of
            the number of Shares available for grant under the Plan:

            (a)   While an Award is outstanding, it shall be counted against the
                  authorized pool of Shares, regardless of its vested status.

            (b)   The grant of an Option or Restricted Stock shall reduce the
                  Shares available for grant under the Plan by the number of
                  Shares subject to such Award.

            (c)   The grant of a Tandem SAR shall reduce the number of Shares
                  available for grant by the number of shares subject to the
                  related Option (i.e., there is no double counting of Options
                  and their related Tandem SARs).

            (d)   The grant of an Affiliated SAR shall reduce the number of
                  Shares available for grant by the number of Shares subject to
                  the SAR, in addition to the number of Shares subject to the
                  related Option.

            (e)   The grant of a Freestanding SAR shall reduce the number of





                  Shares available for grant by the number of Freestanding SARs
                  granted.

            (f)   The Committee shall in each case determine the appropriate
                  number of Shares to deduct from the authorized pool in
                  connection with the grant of Performance Units and/or
                  Performance Shares.




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