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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 26)*
Tesoro Petroleum Corporation
______________________________________________________________________
(Name of Issuer)
Common Stock, par value $.16-2/3 per share
______________________________________________________________________
(Title of Class of Securities)
88160910
_______________________________
(CUSIP Number)
John C. Kelsh, Esq., Metropolitan Life Insurance Company
One Madison Avenue, New York, NY 10010 (212-578-3437)
______________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 29, 1994
_______________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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This Amendment No. 26 supplements and amends the
Statement on Schedule 13D (the "Statement on Schedule 13D") filed
with the Securities and Exchange Commission on February 27, 1985,
as it has been amended from time to time thereafter, by
Metropolitan Life Insurance Company ("Metropolitan") with respect
to the shares of common stock, par value $.16-2/3 per share (the
"Common Stock"), issued by Tesoro Petroleum Corporation (the
"Issuer"), a Delaware corporation. Unless otherwise defined
herein, capitalized terms used herein without a definition have
the meanings ascribed to them in the Statement on Schedule 13D.
Item 4. Purpose of Transaction.
Item 5. Interest in Securities of the Issuer.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
On June 29, 1994, the Issuer exercised its option under
that certain Call Option Agreement, dated February 9, 1994,
between the Issuer and MetLife Louisiana to acquire all 2,875,000
shares of the Issuer's $2.20 Cumulative Convertible Preferred
Stock and all 4,084,160 shares of the Common Stock owned by
MetLife Louisiana on such date. The aggregate option price paid
by the Issuer to MetLife Louisiana equalled $52,948,881.25 in
cash. As a result thereof, on June 29, 1994 MetLife Louisiana
ceased to be the beneficial owner of any securities of the
Issuer.
In connection with the exercise by the Issuer of this
option and pursuant to the Memorandum of Understanding, on June
29, 1994 MetLife Louisiana requested that Ray C. Adam, Charles F.
Luce, Stewart G. Nagler and William S. Sneath resign as directors
of the Issuer. Each of such persons did so resign on such date.
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SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
METROPOLITAN LIFE INSURANCE COMPANY
and on behalf of MetLife Security
Insurance Company of Louisiana
(formerly known as Charter Security
Life Insurance Company (Louisiana))
By: /s/ John C. Kelsh
_______________________________
John C. Kelsh
Vice President and
Investment Counsel
July 1, 1994
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