Item 2.    Acquisition or Disposition of Assets.

          On September 8, 2000, pursuant to an Asset Purchase Agreement dated as of July 12, 2000 by and among Tosco Corporation (the “Company”), BP Exploration & Oil Inc. and BP Oil Pipeline Company (the “Purchase Agreement”), the Company acquired from BP the Alliance refinery located in Louisiana for a purchase price of $658 million, together with approximately $281 million of related crude oil and other hydrocarbon inventories.

          The assets acquired were an oil refinery which has a refining capacity of 250,000 barrels per day and facilities used in connection therewith. The Company also acquired crude oil and other hydrocarbon inventories for use in connection with the refinery. The Company intends to continue to use the assets acquired for the same purposes.

          The funds used to consummate the acquisition were derived from a combination of sources, including the Company’s available cash, the proceeds from the Company’s sale of its Avon Refinery and borrowings under the Company’s Fifth Amended and Restated Credit Agreement, as amended, with a group of bank lenders, with BankBoston, N.A., as Administrative Agent, Royal Bank of Canada, as Syndication Agent, and PNC Bank, National Association, as Documentation Agent. The Credit Agreement provides the Company with $1 billion of revolving credit facilities.

          The purchase price and all negotiations relating to the transaction were on an arm's length basis.

          The foregoing description of the acquisition is qualified in its entirety by reference to the complete text of the Purchase Agreement, which is filed as an exhibit hereto.