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As filed with the Securities and Exchange Commission on December 15, 1999

Registration Number 333-51789
===============================================================================

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

TESORO PETROLEUM CORPORATION
TESORO CAPITAL TRUST I
TESORO CAPITAL TRUST II
TESORO CAPITAL TRUST III
AND OTHER CO-REGISTRANTS
(SEE TABLE OF OTHER CO-REGISTRANTS BELOW)
(Exact name of registrant as specified in its charter)

DELAWARE 95-0862768
DELAWARE 74-6465857
DELAWARE 74-6465856
DELAWARE 74-6465855
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

300 CONCORD PLAZA DRIVE
SAN ANTONIO, TEXAS 78216-6999
(210) 828-8484
(Address, including zip code, and telephone number, including area
code, of each registrant's principal executive offices)

JAMES C. REED, JR., ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
TESORO PETROLEUM CORPORATION
300 CONCORD PLAZA DRIVE
SAN ANTONIO, TEXAS 78216-6999
(210) 828-8484
(Name, address, including zip code, and telephone number, including area code,
of agent for service for each registrant)

Copies to:
MICHAEL CONLON
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5151

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: Not applicable.

If the only securities being registered on this form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of 1933, please check
the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

---------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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TABLE OF OTHER CO-REGISTRANTS

EXACT NAME OF REGISTRANT AS STATE OR OTHER JURISDICTION PRIMARY STANDARD INDUSTRIAL I.R.S. EMPLOYER
SPECIFIED IN ITS CHARTER OF INCORPORATION OR ORGANIZATION CLASSIFICATION CODE NUMBER IDENTIFICATION NUMBER
- --------------------------- -------------------------------- --------------------------- ---------------------

Digicomp, Inc. Delaware 7379 74-2521015
Interior Fuels Company Alaska 5172 74-2471007
Kenai Pipe Line Company Delaware 4613 94-6062891
Tesoro Alaska Company Delaware 2911 74-1646130
Tesoro Alaska Pipeline Company Delaware 4613 74-1839523
Tesoro Bolivia Petroleum Company Texas 1311 74-1799764
Tesoro Exploration and Production Company Delaware 1311 74-2307903
Tesoro Latin America Company Delaware 1311 74-2144598
Tesoro Marine Services Holding Company Delaware 5171 74-2807425
Tesoro Marine Services, Inc. Delaware 5171 74-2766974
Tesoro Natural Gas Company Delaware 4922 74-1711669
Tesoro Northstore Company Alaska 5541 92-0098209
Tesoro Petroleum Companies, Inc. Delaware 7389 74-2385513
Tesoro Refining, Marketing & Supply Company Delaware 5171 74-2045147
Tesoro Vostok Company Delaware 5172 74-2257610
Tesoro E&P Company, L.P. Delaware 1311 74-2705971
Tesoro Pipeline Company, L.P. Delaware 4922 74-2742860

EXPLANATORY NOTE

Pursuant to its Registration Statement on Form S-3, as amended (Reg.
No. 333-51789) (the "Registration Statement"), Tesoro Petroleum Corporation, a
Delaware corporation (the "Company"), registered Senior Debt Securities of the
Company, Subordinated Debt Securities of the Company, Preferred Stock of the
Company, Depositary Shares of the Company, Common Stock of the Company, Stock
Purchase Units of the Company, Stock Purchase Contracts of the Company, Trust
Preferred Securities of Tesoro Capital Trust I, Tesoro Capital Trust II and
Tesoro Capital Trust III, Guarantees by the Company of Trust Preferred
Securities and subsidiary guarantees of debt securities with a maximum aggregate
offering price of $ 600,000,000.00. The Registration Statement was declared
effective by the Commission on May 14, 1998.

The Company desires to remove certain of its subsidiaries listed as
co-registrants on the Registration Statement. There are currently no subsidiary
guarantees of debt securities issued pursuant to the Registration Statement. The
co-registrants to be removed are as follows:

Tesoro Exploration and Production Company
Tesoro E&P Company, L.P.
Tesoro Natural Gas Company
Tesoro Pipeline Company, L.P.
Tesoro Bolivia Petroleum Company

In addition, the name of Tesoro Alaska Petroleum Company has been
changed to Tesoro Alaska Company.
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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San
Antonio, State of Texas, on December 15, 1999.

TESORO PETROLEUM CORPORATION

By: /s/ JAMES C. REED, JR.
--------------------------------
James C. Reed, Jr.
Executive Vice President,
General Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

SIGNATURES TITLE DATE
---------- ----- ----

* Chairman of the Board of December 15, 1999
- ------------------------------- Directors, President, and Chief
(Bruce A. Smith) Executive Officer
(Principal Executive Officer)

/s/ GREGORY A. WRIGHT Senior Vice President, December 15, 1999
- ------------------------------- Financial Resources
(Gregory A. Wright) (Principal Financial Officer)

/s/ DON M. HEEP Vice President, Controller December 15, 1999
- ------------------------------- (Principal Accounting Officer)
(Don M. Heep)

* Vice Chairman of the Board of December 15, 1999
- ------------------------------- Directors and Director
(Steven H. Grapstein)

* Director December 15, 1999
- -------------------------------
(William J. Johnson)
Director December 15, 1999
- -------------------------------
(Donald H. Schmude)

* Director December 15, 1999
- -------------------------------
(Raymond K. Mason, Sr.)

* Director December 15, 1999
- -------------------------------
(Patrick J. Ward)

* Director December 15, 1999
- -------------------------------
(Murray L. Weidenbaum)

*By: /s/ JAMES C. REED, JR.
------------------------------
James C. Reed, Jr.
Pursuant to Power of Attorney

Pursuant to the requirements of the Securities Act of 1933, Tesoro Capital
Trust I has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of San Antonio,
State of Texas, on December 15, 1999.

Tesoro Capital Trust I
By: Tesoro Petroleum Corporation, as
Sponsor