EXHIBIT 4.1


                        SIXTH AMENDMENT TO THE
      Giant Industries, Inc. & Affiliated Companies 401(k) Plan


     WHEREAS, Giant Industries, Inc. (the "Corporation") has adopted and
subsequently amended and restated the Giant Industries, Inc. & Affiliated
companies 401(k) Plan (the "Giant Plan"), in the form of The
CORPORATEplan for RetirementSM Profit Sharing/401(k) Plan Fidelity Basic
Plan Document No. 02 (a prototype plan sponsored by Fidelity Management
and Research Corporation), by executing an Adoption Agreement; and

     WHEREAS, Giant Industries, Inc. (the "Corporation") has adopted and
subsequently amended and restated the Giant Yorktown 401(k) Retirement
Savings Plan (the "Yorktown Plan"), in the form of The CORPORATEplan for
RetirementSM Profit Sharing/401(k) Plan Fidelity Basic Plan Document No.
2 (a prototype plan sponsored by Fidelity Management and Research
Corporation), by executing an Adoption Agreement; and

     WHEREAS, Section 16.02 of The CORPORATEplan for RetirementSM Profit
Sharing/401(k) Plan Fidelity Basic Plan Document No. 02 provides for the
amendment of the Plan by the Employer; and

     NOW THEREFORE,

     1.  Effective January 1, 2004, Section 1.06 is amended as shown on
the attachment.

     IN WITNESS WHEREOF the Employer has caused this amendment to be
executed this 22nd day of June, 2005 by its duly authorized officer,
effective as stated herein.

                                 GIANT INDUSTRIES, INC.

                                 By: /s/ NATALIE R. DOPP
                                   --------------------------------------
                                   Natalie R. Dopp, V.P., Human Resources


<PAGE>



                          THE CORPORATEPLAN
                          FOR RETIREMENTSM


                     (PROFIT SHARING/401(K) PLAN)


                      A FIDELITY PROTOTYPE PLAN



            Non-Standardized Adoption Agreement No. 001
                             For use With
                   Fidelity Basic Plan Document No. 2



























Plan Number: 40292                                      Non-Std PS Plan
The CORPORATEplan for RetirementSM                           10/09/2003

                           (c) 2003 FMR Corp.
                          All rights reserved.


<PAGE>
1.06  TESTING RULES

      (a)  ADP/ACP Present Testing Method - The testing method for
           purposes of applying the "ADP" and "ACP" tests described in
           Sections 6.03 and 6.06 of the Plan shall be the (check one):

           (1) [X] Current Year Testing Method - The "ADP" or "ACP" of
                   Highly Compensated Employees for the Plan Year shall
                   be compared to the "ADP" or "ACP" of Non-Highly
                   Compensated Employees for the same Plan Year. (Must
                   choose if Option 1.10(a)(3), Safe Harbor Matching
                   Employer Contributions, or Option 1.11(a)(3), Safe
                   Harbor Formula, with respect to Nonelective Employer
                   Contributions is checked.)

           (2) [ ] Prior Year Testing Method - The "ADP" or "ACP" of
                   Highly Compensated Employees for the Plan Year shall
                   be compared to the "ADP" or "ACP" of Non-Highly
                   Compensated Employees for the immediately preceding
                   Plan Year. (Do not choose if Option 1.10(a)(3), Safe
                   Harbor Matching Employer Contributions, or Option
                   1.11(a)(3), Safe Harbor Formula, with respect to
                   Nonelective Employer Contributions is checked.)

           (3) [ ] Not Applicable. (Only if Option 1.01(b)(3), Profit
                   Sharing Only, is checked or Option 1.04(c)(2)(B),
                   excluding all Highly Compensated Employees from the
                   eligible class of Employees, is checked.)

           Note: Restrictions apply on elections to change testing
           methods that are made after the end of the GUST remedial
           amendment period.

      (b)  First Year Testing Method - If the first Plan Year that the
           Plan, other than a successor plan, permits Deferral
           Contributions or provides for either Employee or Matching
           Employer contributions, occurs on or after the Effective Date
           specified in Subsection 1.01(g), the "ADP" and/or "ACP" test
           for such first Plan Year shall be applied using the actual
           "ADP" and/or "ACP" of Non-Highly Compensated Employees for
           such first Plan Year, unless otherwise provided below.



Plan Number: 40292                                      Non-Std PS Plan
The CORPORATEplan for RetirementSM                           10/09/2003

                           (c) 2003 FMR Corp.
                          All rights reserved.


<PAGE>
           (1) [ ] The "ADP" and/or "ACP" test for the first Plan Year
                   that the Plan permits Deferral Contributions or
                   provides for either Employee or Matching Employer
                   Contributions shall be applied assuming a 3% "ADP"
                   and/or "ACP" for Non-Highly Compensated Employees. (Do
                   not choose unless Plan uses prior year testing method
                   described in Subsection 1.06(a)(2).)

      (c)  HCE Determinations: Look Back Year - The look back year for
           purposes of determining which Employees are Highly Compensated
           Employees shall be the 12-consecutive-month period preceding
           the Plan Year, unless otherwise provided below.

           (1) [ ]  Calendar Year Determination - The look back year
                    shall be the calendar year beginning within the
                    preceding Plan Year. (Do not choose if the Plan Year
                    is the calendar year.)

      (d)  HCE Determinations: Top Paid Group Election - All Employees
           with Compensation exceeding $80,000 (as indexed) shall be
           considered Highly Compensated Employees, unless Top Paid Group
           Election below is checked.

           (1) [ ] Top Paid Group Election - Employees with Compensation
                   exceeding $80,000 (as indexed) shall be considered
                   Highly Compensated Employees only if they are in the
                   top paid group (the top 20% of Employees ranked by
                   Compensation).

           Note:  Effective for determination years beginning on or after
           January 1, 1998, if the Employer elects Option 1.06(c)(1)
           and/or 1.06(d)(1), such election(s) must apply consistently to
           all retirement plans of the Employer for determination years
           that begin with or within the same calendar year (except that
           Option 1.06(c)(1), Calendar Year Determination, shall not
           apply to calendar year plans).








Plan Number: 40292                                      Non-Std PS Plan
The CORPORATEplan for RetirementSM                           10/09/2003

                           (c) 2003 FMR Corp.
                          All rights reserved.


<PAGE>
                       AMENDMENT EXECUTION PAGE


     This page is to be completed in the event the Employer modifies any
prior election(s) or makes a new election(s) in this Adoption Agreement.
Attach the amended page(s) of the Adoption Agreement to this execution
page.

     The following section(s) of the Plan are hereby amended effective as
of the date(s) set forth below:

        Section Amended           Page           Effective Date

              1.06                                 01/01/2004

     IN WITNESS WHEREOF, the Employer has caused this Amendment to be
executed this 22 day of June, 2005.

Employer: Giant Industries, Inc.     Employer:
         -------------------------            -------------------------
By: /s/ NATALIE R. DOPP              By:
   -------------------------------      -------------------------------
Title:  VP, Human Resources          Title:
      ----------------------------         ----------------------------

Accepted by:

Fidelity Management Trust Company, as Trustee

By: /s/ GREGORY M. PERKINS           Date: 06/28/2005
   -------------------------------        -----------------------------
Title:  Authorized Signatory
      ----------------------------











Plan Number: 40292                                      Non-Std PS Plan
The CORPORATEplan for RetirementSM                           10/09/2003

                           (c) 2003 FMR Corp.
                          All rights reserved.