EXHIBIT 4(i)
                       STOCK PURCHASE AGREEMENT


     This Stock Purchase Agreement is dated as of February 9, 1994,
between Tesoro Petroleum Corporation ("Tesoro") and MetLife Security
Insurance Company of Louisiana ("MetLife Louisiana").

     WHEREAS, Tesoro and MetLife Louisiana have entered into an
Amended and Restated Memorandum of Understanding dated as of
December 14, 1993 (the "Amended Memorandum of Understanding"), which
contemplates, among other things that all dividend arrearages accrued
on Tesoro's $2.20 Cumulative Convertible Preferred Stock (the
"Preferred Stock") would be satisfied and that Tesoro would issue to
MetLife Louisiana 1,900,075 shares (the "Shares") of Common Stock of
Tesoro;

     WHEREAS, to facilitate the consummation of certain transactions
contemplated by the Amended Memorandum of Understanding, Tesoro and
MetLife Louisiana desire to enter into this Agreement;

     NOW, THEREFORE, it is agreed as follows:

     1.   Upon and subject to the terms and conditions contained
herein, MetLife Louisiana agrees to purchase from Tesoro the Shares
for an aggregate purchase price of $21,243,750.

     2.   Tesoro represents to MetLife Louisiana that at the time of
issuance of the Shares, the Shares will be duly authorized, validly
issued, fully paid and non-assessable and will be listed for trading
on the New York Stock Exchange.

     3.   Tesoro represents that its Board of Directors has declared
the payment of all accrued and unpaid dividends on the Preferred Stock
through February 15, 1994, payable on February 15, 1994, in an amount
equal to $21,346,875.

     4.   Tesoro shall issue the Shares to MetLife Louisiana on
February 9, 1994.  MetLife Louisiana shall pay for the purchase price
for the Shares by assigning to Tesoro MetLife Louisiana's right to
receive $21,243,750 of the dividend on the Preferred Stock payable to
MetLife Louisiana on February 15, 1994.

METLIFE SECURITY INSURANCE                   TESORO PETROLEUM
  COMPANY OF LOUISIANA                          CORPORATION




By  /S/ JAMES S. RUSSELL                      By  /S/ BRUCE A. SMITH   
        James S. Russell
     Vice-President and Treasurer