EXHIBIT 10.41


                                    AMENDMENT
                       TO THE TESORO PETROLEUM CORPORATION
                  1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN



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

                                   WITNESSETH:

      WHEREAS, the Sponsor maintains the Plan known as "Tesoro Petroleum
Corporation 1995 Non-Employee Director Stock Option Plan" (the "Plan"); and

      WHEREAS, the Sponsor retained the right in Paragraph 13 of the Plan to
amend the Plan from time to time; and

      WHEREAS, the Board of Directors of the Sponsor approved resolutions on the
13th day of May, 2002, to amend the Plan;

      NOW, THEREFORE, the Sponsor agrees that, effective upon the approval of a
majority of the stockholders of the Sponsor, Paragraph 3 of the Plan is hereby
amended in its entirety to read as follows:

      3.    OPTION SHARES. The stock subject to the Options and other provisions
            of the Plan shall be shares of the Company's Common Stock, $.16-2/3
            par value (or such other par value as may be designated by act of
            the Company's stockholders) (the "Common Stock"). In addition, for
            purposes of the Plan and the Options, the term Common Stock shall
            also be deemed to include any rights to purchase ("Rights") the
            Participating Preferred Stock, no par value, of the Company that may
            then be trading with the Common Stock as provided in the Rights
            Agreement between the Company and Chemical Bank, N.A., relating to
            the Rights. The total amount of the Common Stock with respect to
            which Options may be granted shall not exceed in the aggregate
            300,000 shares; provided, that the class and aggregate number of
            shares which may be subject to the Options granted hereunder shall
            be subject to adjustment in accordance with the provisions of
            Paragraph 12 hereof. Such shares may be treasury shares or
            authorized but unissued shares.

            If any outstanding Option shall expire, terminate or be surrendered
            for any reason or cause, including, but not limited to, the death of
            the optionee or the fact that the optionee ceases to be a director,
            the shares of Common Stock allocable to the unexercised portion of
            such Option may again be subject to an Option under the Plan.




                                      -1-