TOSCO FINANCING TRUST

                   Prospectus Supplement dated November 19, 1997
                     to the Prospectus dated March 26, 1997


     The Selling Holders selling Offered Securities pursuant to this Prospectus
Supplement and certain information concerning the sale of the Offered Securities
are as follows:

                                                          Number of Offered
Selling Holder               Offered Securities Owned     Securities to be Sold
                                         
ICI American Holdings             9,000                     9,000

Merrill Lynch Pierce
 Fenner & Smith Inc.             47,100                    47,100

Bear Stearns & Co. Inc.         123,270                   123,270

NatWest Securities Limited      120,000                   120,000

     The above-listed securities will be sold to purchasers by the Selling
Holders. There are no special arrangements or agreements with any
brokers/dealers regarding the sale of the Offered Securities. The Selling
Holders do not have, and during the past three years have not had, any material
relationship with Tosco Corporation or any of its affiliates.


             The Date of this Prospectus Supplement is November 19, 1997