FORM 10-K/A
                              
                        UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

[*]       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
         For the fiscal year ended December 31, 1994
                             or
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 

                  For the transition period
from_______________________to_______________________
                              
                              
                Commission file number 1-7910
                              
                      TOSCO CORPORATION
   (Exact name of registrant as specified in its charter)
                              
        NEVADA                                95-1865716
(State or other jurisdiction of           (I.R.S. Employer
   incorporation or organization)       Identification No.)
 72 Cummings Point Road 
  Stamford, Connecticut                           06902
(Address of principal executive offices)       (Zip Code) 
                Registrant's telephone number
             including area code (203) 977-1000
 Securities registered pursuant to Section 12(b) of the Act:
Title of each class                  Name of each exchange 
                                     on which registered
Common Stock, $.75 par value         New York Stock Exchange
                                     Pacific Stock Exchange

9% Series A First 
Mortgage Bonds due March 15, 1997    New York Stock Exchange
9 5/8% Series B First
Mortgage Bonds due March 15, 2002    New York Stock Exchange
                              
Securities registered pursuant to Section 12(g) of the Act: 
None
                              
      Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90
days.
                     *   Yes             No
  
      The aggregate market value of the voting stock held by
non-affiliates of the registrant on February 28, 1995 based
on the closing price at which such stock was sold on the New
York Stock Exchange on such date was $1,609,814,679.
       Registrant's Common Stock outstanding at
February 28, 1995 was 37,049,859 shares.

       Portions of registrant's definitive Proxy Statement
relating to its 1995 Annual Meeting of Shareholders are
incorporated by reference into Part III, as set forth
herein.

       Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.   [X] 


                            SIGNATURE


     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this amendment to this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                   TOSCO CORPORATION


                                   By:/s/ Wilkes McClave III   
                                        Wilkes McClave III
                                        Vice President
April 20, 1995