EXHIBIT 4.2

                       FIRST 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 "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, effective June 24, 2003; 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,

     Section 1.04(b)(2) of the Adoption Agreement is amended by adding
the following at its conclusion:

     "Full-Time Employees shall become eligible to make Deferral
     Contributions beginning on the first Entry Date on or after they
     complete sixty days or more of service.  For this purpose, "Full-
     Time Employee" means an Employee who is regularly schedule to work
     thirty (30) or more hours per week.

     Sections 1.05(a) and (b) of the Adoption Agreement are amended by
adding the following at the conclusion of 1.05(b)(2).

     "In addition to the marked exclusions, Compensation shall exclude
     any amount realized from the exercise of a qualified or
     nonqualified stock option, and any Compensation for the portion of
     the Plan Year during which the employee is classified by the
     Employer as an employee of Giant Yorktown, Inc."

     With respect to Section 1.16, Service for purposes of eligibility
in Subsection 1.04(b) shall include Service with the following
predecessor employers:

     (a)  Bloomfield Refining Company ("Bloomfield"), The Gary-Williams
     Company ("Gary-Williams"), and any affiliate or predecessor
     employer of either, but only to the extent service was credited
     under The Gary Tax Advantaged Savings Program and Profit-Sharing
     Plan on October 4, 1995 with respect to such employer, and only
     for employees who were employed by Bloomfield or Gary-Williams on
     October 3, 1995, and became Employees of the Employer on October
     4, 1995, in connection with the sale of assets of Bloomfield
     Refining Company to the Employer.

     (b)  Meridian Oil Inc., Meridian Oil Gathering Inc., and Meridian
     Oil Trading Inc. (collectively "Meridian"), and any affiliate or
     predecessor employer of Meridian, but only to the extent service
     was credited under the Burlington Resources Retirement Savings
     Plan on August 18, 1995 with respect to such employer, and only
     for employees who were employed by Meridian on August 17, 1995,
     and became Employees of the Employer on August 18, 1995, in
     connection with the sale of assets of Meridian to the Employer.

     (c)  Texaco Refining and Marketing Inc. ("Texaco"), and any
     affiliate or predecessor employer of Texaco, but only to the
     extent service was credited under any plan sponsored by Texaco
     that qualified under Section 401(a)(4) of the Code, and only for
     an employee who was employed by Texaco on July 24, 1993, and
     became an Employee of the Employer on July 25, 1995 in connection
     with the sale of assets of Texaco to the Employer.

     (d)  Thriftway Marketing Corporation ("Thriftway") for service
     before May 28, 1997 but only for Pat Curtis, a human resource
     generalist, and for employees employed by Thriftway on May 27,
     1997 who were employed or hired into the transportation division
     on or about May 28, 1997 and who became Employees of the Employer
     on May 28, 1997 in connection with the sale of assets of Thriftway
     and certain related entities to the Employer.

     (e)  Kaibab Industries, Inc. ("Kaibab") and any affiliate or
     predecessor employer of Kaibab, but only to the extent Service was
     granted under the Kaibab 401(k) Plan and only for an employee who
     was employed by Kaibab immediately before becoming an Employee of
     the Employer and became an Employee of the Employer on or after
     May 21, 1998 and on or  before December 31, 1998, in connection
     with the sale of certain assets of Kaibab to the Employer."

     (f)  BP Amoco Corporation, BP Heritage BP, Heritage Amoco, Amoco,
     or any affiliate or predecessor (collectively, "BP Amoco"), but
     only with respect to service before 2003, only to the extent
     service was credited under the BP Employee Savings Plan, and only
     with respect to an employee who was employed by BP Amoco at the
     Yorktown Refinery at any time beginning on or after January 1,
     2000 and ending on or before the Closing Date, and who becomes an
     employee of Giant Yorktown, Inc., on or after the Closing Date and
     on or before December 31, 2002, in connection with the Purchase
     Agreement.  For this purpose, "Closing Date" means the closing
     date under the Purchase Agreement, and "Purchase Agreement" means
     the purchase agreement dated as of February 8, 2002 under which
     Giant Industries, Inc. is purchasing a refinery located in
     Yorktown, Virginia and related assets (collectively, the "Yorktown
     Refinery") from BP Corporation North America Inc. and BP Products
     North America Inc."

     Section 1.23(c)(1) of the Adoption Agreement is amended by adding
the following at its conclusion:

     The Employer may direct the Trustee to invest any or all of any
     Nonelective Employer Contributions in the Employer stock fund.
     With respect to the remainder of the Nonelective Employer
     Contribution, if any, the Participant shall direct the Trustee
     regarding its investment.

     The Employer may direct the Trustee to invest in the Employer
     stock fund a portion of amounts transferred from the ESOP, and the
     Participant shall direct the Trustee regarding the investment of
     the remainder of his Transfer Account.

     A Participant who has either (1) attained age 59 1/2 or (2)
     attained age 55 and been credited with 10 years of active
     participation in the 401(k) plan after 1/1/01 (including the
     active participation in the ESOP prior to 1/1/01) may direct the
     Trustee regarding the investment of all or a portion of the
     Nonelective Employer Contribution and Transfer Account otherwise
     invested at the Employer's direction in the Employer Stock Fund
     (source line 06, Employer Contribution Stock and source line 08
     Transfer Assets Stock).

     IN WITNESS WHEREOF the Employer has caused this amendment to be
executed this 19th day of June, 2003, by its duly authorized officer,
effective June 24, 2003.

                             GIANT INDUSTRIES, INC.



                             By: /s/ NATALIE R. DOPP
                                ------------------------------
                             Title:  VP, Human Resources
                                   ---------------------------