EXHIBIT 23.02

                       CONSENT OF INDEPENDENT ACCOUNTANTS

  We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 of Tosco Corporation of our report dated March 1, 2000
relating to the financial statements and financial statement schedule, which
appears in Tosco Corporation's Annual Report on Form 10-K for the year ended
December 31, 1999. We also consent to the reference to us under the heading
"Experts" in such Registration Statement.

                                          PricewaterhouseCoopers LLP

[     , 2001]
[Tempe, Arizona]