LETTER AMENDMENT NO. 2
                       
                 May 9, 1995

The Prudential Insurance Company
  of America
Pruco Life Insurance Company
100 Mulberry Street
Newark, NJ 07102

Ladies and Gentlemen:

     We refer to the Amended and Restated Note Agreement between
Giant Industries Arizona, Inc., an Arizona corporation (the
"Company"), Giant Industries, Inc., a Delaware corporation (the
"Guarantor"), The Prudential Insurance Company of America
("Prudential") and Pruco Life Insurance Company ("Pruco"), dated as
of September 30, 1993, as amended (the "Agreement"), pursuant to
which the Company issued and sold, and Prudential and Pruco
purchased, the Company's 10.91% Notes due March 31, 1999.  Unless
otherwise defined herein, the terms defined in the Agreement shall
be used herein as therein defined.

     The Company desires the ability to invest in money market
mutual funds that invest in government obligations.  The Company
has requested that you amend paragraph 5C(3) of the Agreement to
permit the Company to invest in such funds.

     Pursuant to the request of the Company, and to amend the terms
of the Agreement, the undersigned hereby agrees with you as
follows:

     Paragraph 5C(3).  Loans, Advances and Investments.  Paragraph
5C(3) of the Agreement is amended by amending clause (vi) in its
entirety to read as follows:

          "(vi) the Guarantor or any Subsidiary of the Guarantor
     may own, purchase or acquire investments in (a) direct
     obligations of the United States of America, or of any
     agency thereof, or obligations guaranteed as to principal
     and interest by the United States of America, or of any
     agency thereof, in either case maturing not more than one
     year from the date of acquisition thereof; (b) direct
     obligations of any state in the Untied States of America or
     any municipality thereof, in each case maturing not more
     than one year from the date of acquisition or which the
     holder thereof may require the issuer thereof to repurchase
     within one year and being rated AA- or better by Standard
     and Poor's Corporation ("S&P") or Aa3 or better by Moody's
     Investors Service, Inc. ("Moody's"); (c) certificates of
     deposit issued by any bank or trust company organized under
     the laws of the United States of America or any state
     thereof and having capital surplus and undivided profits of
     at least $300,000,000 and having a senior unsecured debt
     rating of AA- or better from S&P or Aa3 or better from
     Moody's, maturing not more than one year from the date of
     acquisition thereof; (d) commercial paper rated A-1 or
     better or P-1 or better by S&P or Moody's, respectively,
     maturing not more than 270 days from the date of acquisition
     thereof; (e) repurchase agreements with a term not in excess
     of 7 days with any Person relating to any obligations of the
     type described in the foregoing clauses; (f) adjustable rate
     preferred stock issued by a corporation organized under the
     laws of a state of the United States of America which is
     rated AA- or better by S&P and Aa3 or better by Moody's; and
     (g) money market mutual funds that invest only in
     obligations described in clause (a) or (b) of this clause
     (vi),"

     On and after the effective date of this letter amendment, each
reference in the Agreement to "this Agreement", "hereunder",
"hereof", or words of like import referring to the Agreement, and
each reference in the Notes to "the Agreement", "thereunder",
"thereof", or words of like import referring to the Agreement,
shall mean the Agreement as amended by this letter amendment.  The
Agreement, as amended by this letter amendment, are and shall
continue to be in full force and effect and are hereby in all
respects ratified and confirmed.

     The execution, delivery and effectiveness of this letter
amendment shall not, except as expressly provided herein, operate
as a waiver of any right, power or remedy under the Agreement nor
constitute a waiver of any provision of the Agreement.  The
effectiveness of this letter amendment is conditioned upon the
accuracy of the factual matters described above and the delivery of
a Guaranty of Giant Mid-Continent, Inc., an Arizona corporation.

     This letter amendment may be executed in any number of
counterparts and by any combination of the parties hereto in
separate counterparts, each of which counterparts shall be an
original and all of which taken together shall constitute one and
the same letter amendment.

     If you agree to the terms and provisions hereof, please
evidence your agreement by executing and returning at least one
counterpart of this letter amendment to Giant Industries, Inc.,
23733 North Scottsdale Road, Scottsdale, AZ 85255, Attention: Gary
L. Nielsen, Vice President & Treasurer.  This letter amendment
shall become effective as of the date first above written when and
if counterparts of this letter amendment shall have been executed
by us and you.

                            Very truly yours,

                            GIANT INDUSTRIES ARIZONA, INC.

                            By: /s/ GARY L. NIELSEN
                               --------------------------------
                               Title: Vice President
                               --------------------------------

                            GIANT INDUSTRIES, INC., as Guarantor

                            By: /s/ GARY L. NIELSEN
                               --------------------------------
                               Title: Vice President
                               --------------------------------
Agreed and accepted as of
the date first above written:

THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA

By: /s/ TOM DONAHUE
  ___________________________________
  Vice President

PRUCO LIFE INSURANCE COMPANY

By: /s/ TOM DONAHUE
  ___________________________________
  Vice President
<PAGE>
<PAGE>
                   CONSENT

     Each of the undersigned is a Guarantor under a Guaranty dated
as of November 11, 1993 (each being a "Guaranty") in favor of The
Prudential Insurance Company of America and Pruco Life Insurance
Company who are parties to the Agreement referred to in the
foregoing letter amendment.  Each of the undersigned hereby
consents to said letter amendment and hereby confirms and agrees
that its Guaranty is and shall continue to be in full force and
effect and is hereby confirmed and ratified in all respects except
that, upon the effectiveness of, and on and after the date of, said
letter amendment, all references in the Guaranty to the Agreement,
"thereunder", "thereof", or words of like import referring to the
Agreement shall mean the Agreement as amended by said letter
amendment.

                    GIANT FOUR CORNERS, INC.
                    CINIZA PRODUCTION COMPANY
                    GIANT EXPLORATION & PRODUCTION
                    COMPANY
                    GIANT STOP-N-GO OF NEW MEXICO, INC.


                    By: /s/ GARY L. NIELSEN
                       --------------------------------
                       Vice President