EXHIBIT 10.1

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

   This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT (this "First Amendment") is entered into effective as of
October 28, 2002 (the "Amendment Effective Date"), among GIANT
INDUSTRIES, INC., a Delaware corporation (the "Company"), the
financial institutions from time to time parties to the Credit
Agreement (collectively, the "Lenders"), and BANK OF AMERICA, N.A.
as administrative agent (the "Administrative Agent") for the
Lenders and as a Lender and as Letter of Credit Issuing Bank.
Capitalized terms which are used herein without definition and
which are defined in the Credit Agreement referred to below shall
have the meanings ascribed to them in the Credit Agreement.

   WHEREAS, the Company, the Administrative Agent and the Lenders
are parties to that certain Second Amended and Restated Credit
Agreement dated as of May 14, 2002 (the "Credit Agreement"); and

   WHEREAS, the Company desires to (i) modify certain financial
covenants of the Credit Agreement, (ii) dispose of certain assets
pursuant to its business plan, and (iii) modify other provisions
of the Credit Agreement.  In order to permit such modifications
and dispositions, the Company has requested certain amendments to
the Credit Agreement as herein set forth, and subject to the terms
hereof the Administrative Agent and the Lenders are willing to
agree to the Company's requested amendments;

   NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:

   SECTION 1.  Amendments to the Credit Agreement Regarding
Letters of Credit.  Subject to satisfaction of the conditions
precedent set forth in Section 5(a) of this First Amendment:

   (a)  Amendment to Section 1.01 (Certain Defined Terms).
Section 1.01 of the Credit Agreement is amended by amending the
definition of L/C Commitment by substituting "$50,000,000" for
"$25,000,000."

   (b)   Amendment to Section 3.01 (Letter of Credit Facility).
The Credit Agreement is amended by amending Section 3.01 thereof
by deleting the words "360 days" in subsection (b)(iii)(A) thereof
and substituting "365 days" therefor.

   SECTION 2.	Other Amendments to the Credit Agreement.  Subject
to satisfaction of the conditions precedent set forth in Section
5(b) of this First Amendment:

   (a)   Amendment to Section 1.01 (Certain Defined Terms).
Section 1.01 of the Credit Agreement is amended by amending the
definition of Applicable Margin in its entirety as follows.

   "Applicable Margin" means with respect to Base Rate
   Loans and Offshore Rate Loans, respectively, (a) from the
   Execution Date through and including September 30, 2002, the
   specified percent per annum therefor set forth in Schedule
   2.02A corresponding to the applicable pricing level
   determined in accordance therewith; and (b) at all times on
   and after October 1, 2002, the specified percent per annum
   therefor set forth in Schedule 2.02B corresponding to the
   applicable pricing level determined in accordance therewith."

   (b)   Amendment to Section 1.01 (Certain Defined Terms).
Section 1.01 of the Credit Agreement is amended by amending the
definition of Consolidated Funded Indebtedness in its entirety as
follows.

   "Consolidated Funded Indebtedness" means, for the
   Company and its Consolidated Subsidiaries, at any time,
   without duplication, the sum of: (a) all Indebtedness (other
   than undrawn or unfunded amounts under outstanding Surety
   Instruments and Indebtedness of the type described in clause
   (h)(ii) of the definition of Indebtedness), (b) obligations
   to redeem or purchase any stock or other equity security of
   the Company or a Subsidiary, and (c) any guaranty obligations
   in respect of any of the foregoing."

   (c)  Amendment to Section 1.01 (Certain Defined Terms).
Section 1.01 of the Credit Agreement is amended by amending the
definition of Fixed Charge Coverage Ratio in its entirety as
follows:

   "Fixed Charge Coverage Ratio" means:

      (x) as of any date of determination from the Execution
   Date through September 30, 2002, and as of any date of
   determination after January 1, 2004, the ratio of (A) the
   sum, without duplication, of (i) Consolidated EBITDA for the
   period of four fiscal quarters ending on such date, plus (ii)
   Consolidated Rents for such period, plus (iii) to the extent
   excluded in the calculation of Consolidated EBITDA, Margin
   Payments made by the Company under the Yorktown Asset
   Purchase Agreement during such period, minus (iv) Capital
   Expenditures during such period (excluding Margin Payments
   treated as Capital Expenditures), minus (v) all taxes
   measured by income and paid in cash during such period, to
   (B) the sum, without duplication, of (i) Consolidated
   Interest Expense during such period, plus (ii) Consolidated
   Rents during such period, plus (iii) scheduled amortization
   of the Company's and its Subsidiaries' Indebtedness during
   such period, plus (iv) Margin Payments made by the Company
   under the Yorktown Asset Purchase Agreement during such
   period; and

      (y) as of any date of determination from October 1, 2002
   through December 31, 2003, the ratio of (A) the sum, without
   duplication, of (i) Consolidated EBITDA for the period of
   four fiscal quarters ending on such date, plus (ii)
   Consolidated Rents for such period, to (B) the sum, without
   duplication, of (i) Consolidated Interest Expense during such
   period, plus (ii) Consolidated Rents during such period, plus
   (iii) scheduled amortization of the Company's and its
   Subsidiaries' Indebtedness during such period, plus (iv) all
   taxes measured by income and paid in cash during such period.

   With respect to Indebtedness incurred in connection with the
   Yorktown Acquisition (including Loans hereunder),
   Consolidated Interest Expense shall be calculated on a pro
   forma basis for the four fiscal quarters most recently ended
   as if such Indebtedness had been incurred on the first day of
   such period."

   (d)  Amendment to Section 1.01 (Certain Defined Terms).
Section 1.01 of the Credit Agreement is amended by adding the
following definitions in the appropriate order.

      "Additional Collateral" has the meaning assigned to it
   in Section 2.14(c) hereof.

      "Additional Collateral Closing" has the meaning assigned
   to it in Section 2.14(c) hereof.

      "Additional Collateral Closing Deadline" has the meaning
   assigned to it in Section 2.14(c) hereof.

      "Additional Collateral Documents" has the meaning
   assigned to it in Section 2.14(c) hereof.

      "Additional Due Diligence Materials" has the meaning
   assigned to it in Section 2.14(c) hereof.

      "Disposition" means the sale, transfer, license or other
   disposition (including any sale and leaseback transaction) of
   any property (including stock, partnership and other equity
   interests) by any Person, including any sale, assignment,
   transfer or other disposal, with or without recourse, of any
   notes or accounts receivable or any rights and claims
   associated therewith.

      "Insurance Subsidiary" has the meaning assigned to in
   Section 8.04(e) hereof.

      "Net Cash Proceeds" means, with respect to any
   Disposition, cash (including any cash received by way of
   deferred payment pursuant to a promissory note or otherwise,
   as and when received) received by the Company or any of its
   Subsidiaries in connection with and as consideration
   therefor, on or after the date of consummation of such
   transaction, after (i) deduction of Taxes payable in
   connection with or as a result of such transaction, and (ii)
   payment of all usual and customary brokerage commissions and
   all other reasonable fees and expenses related to such
   transaction (including, without limitation, reasonable
   attorneys' fees and closing costs incurred in connection with
   such transaction); provided, however, in the case of Taxes
   that are deductible under clause (i) above, but which Taxes
   have not actually been paid or are not yet payable, the
   Company or any of its Subsidiaries selling such assets may
   deduct from the cash proceeds an amount (the 'Reserved
   Amount') equal to the amount reserved in accordance with GAAP
   as a reasonable estimate for such Taxes so long as, at the
   time such Taxes are actually paid, the amount, if any, by
   which the Reserved Amount exceeds the Taxes actually paid
   shall constitute additional Net Cash Proceeds of such
   Disposition."

      "Scheduled Assets" means the assets listed on Schedule
   8.02 hereto, which the Company has represented are not
   subject to any Liens other than Liens in favor of the
   Lenders.

   (e)  Amendment to Section 2.07 (Borrowing Base
Determinations; Deposit Account Triggering Event; Mandatory
Prepayments of Loans).  The Credit Agreement is amended by
amending Section 2.07 thereof by adding new subsection (e) thereof
as follows:

      "(e)  The Company shall, without notice or demand,
   prepay the outstanding principal amount of the Revolving
   Loans by an amount equal to the Net Cash Proceeds received
   from any Disposition of Scheduled Assets within 5 Business
   Days after receipt of such Net Cash Proceeds, and the
   provisions of Section 4.04 shall be applicable; provided,
   that the amount required to be prepaid hereunder shall not
   exceed $15,000,000 in the aggregate if Net Cash Proceeds from
   Dispositions of Scheduled Assets exceed such amount; and
   provided further, that such Mandatory Prepayments shall not
   reduce the Commitments."

   (f)  Amendment to Section 2.14 (Security and Guaranty).  The
Credit Agreement is amended by adding the following new subsection
(c) to Section 2.14:

      "(c)  As additional security for payment of the Obligations,
   the Company and its Subsidiaries shall grant first priority,
   perfected Liens in favor of the Administrative Agent or an
   independent collateral agent or trustee acceptable to the
   Administrative Agent, as secured party and/or mortgagee, as
   applicable, for the benefit of the Lenders and the holders of
   the Yorktown Term Loan on the following property and assets
   (the "Additional Collateral"): (i) the Bloomfield Refinery
   including land, improvements and all equipment and fixtures,
   (ii) the Ciniza Refinery including land, improvements and all
   equipment and fixtures, (iii) the service stations and
   convenience stores of the Company and its Subsidiaries
   located in the State of New Mexico listed on Schedule
   2.14(c)(iii), (iv) all capital stock, membership interests
   and other equity interests owned by the Company or any
   Subsidiary in all domestic Subsidiaries, and (v) all proceeds
   and products thereof.  The Additional Collateral shall
   constitute part of the Collateral for all purposes of this
   Agreement.  The Company and its Subsidiaries shall (x)
   execute and deliver or cause to be executed and delivered to
   the Administrative Agent, and record or cause to be recorded
   in all applicable recording offices, such mortgages, security
   agreements, related collateral assignments and financing
   statements, and such other documents, amendments, consents
   and instruments (the "Additional Collateral Documents") as
   the Administrative Agent shall request, all such Additional
   Collateral Documents to be in form and substance satisfactory
   to the Administrative Agent, (y) deliver or cause to be
   delivered, at the Company's sole expense, to the
   Administrative Agent such UCC lien searches, title
   searches/title reports ("Title Searches/Title Reports"),
   boundary surveys ("Boundary Surveys"), and opinions of
   counsel with respect to the Additional Collateral as the
   Administrative Agent may request, in form and substance
   satisfactory to the Administrative Agent and the Majority
   Lenders, and (z) take all other actions necessary or
   desirable in the opinion of the Administrative Agent to
   create valid and enforceable, first priority, perfected Liens
   on the Additional Collateral.  The Additional Collateral
   Documents shall constitute Collateral Documents for all
   purposes of this Agreement.  The Administrative Agent
   reserves the right to require at any time that the Company
   furnish, at the Company's sole expense, such environmental
   assessments and title insurance policies (with such
   endorsements and coverage as the Administrative Agent shall
   request), and additional surveys and other due diligence
   materials (collectively, the "Additional Due Diligence
   Materials"), each in form and substance satisfactory to the
   Administrative Agent, with respect to any or all of the
   Additional Collateral as the Administrative Agent may
   determine in its sole discretion; provided, that it shall not
   be a condition to the Additional Collateral Closing that the
   Company furnish any Additional Due Diligence Materials prior
   to the Additional Collateral Closing Date.  The Company shall
   promptly pay, or reimburse the Lenders for payment of, all
   reasonable costs and expenses incurred in connection with
   consummation of the transaction contemplated by this
   subsection (c), including without limitation recording and
   filing fees, stamp and recording taxes, title insurance
   premiums, and Attorney Costs of the Administrative Agent.
   The holders of the Yorktown Term Loan shall be permitted to
   share in or otherwise take Liens on the Additional Collateral
   (but not Liens on any other Collateral), provided that the
   Agent for the holders of the Yorktown Term Loan and the
   Administrative Agent shall have entered into an intercreditor
   agreement providing, inter alia, that (1) all proceeds of
   Additional Collateral (but not any other Collateral) shall be
   shared pari passu and pro rata among the Lenders and the
   holders of the Yorktown Term Loan in proportion determined,
   in each case, after giving effect to the application of the
   proceeds of all other collateral held by or for the benefit
   of the Lenders or the holders of the Yorktown Term Loan, as
   follows: (aa) as to the Lenders as a group, by dividing the
   total outstanding Obligations (as the same may be increased
   as hereinafter provided and including, for sake of clarity,
   contingent reimbursement obligations under issued but undrawn
   Letters of Credit) of all Lenders by the sum of the total
   outstanding Obligations (as the same may be increased as
   hereinafter provided and including, for sake of clarity,
   contingent reimbursement obligations under issued but undrawn
   Letters of Credit) of all Lenders plus the entire outstanding
   amount of the Yorktown Term Loan (such principal amount
   thereof not to exceed the unpaid principal amount thereof on
   the Amendment Effective Date), as of any date of
   determination, and (bb) as to the holders of the Yorktown
   Term Loan as a group, by dividing the entire outstanding
   amount of the Yorktown Term Loan (such principal amount
   thereof not to exceed the unpaid principal amount thereof on
   the Amendment Effective Date) by the sum of the total
   outstanding Obligations (as the same may increased as
   hereinafter provided and including, for sake of clarity,
   contingent reimbursement obligations under issued but undrawn
   Letters of Credit) of all Lenders plus the entire outstanding
   amount of the Yorktown Term Loan (such principal amount
   thereof not to exceed the unpaid principal amount thereof on
   the Amendment Effective Date), as of any date of
   determination, regardless of the time or order of creation or
   perfection of such Liens, and (2) for so long as the
   intercreditor agreement is in effect, the Lenders shall not
   (aa) increase the total Commitments under this Agreement by
   more than $25,000,000 more than the total Commitments in
   effect on the Amendment Effective Date (nothing herein shall
   constitute a commitment by any Lender to increase its
   Commitment), and (yy) increase the advance rates with respect
   to Eligible Refinery Hydrocarbon Inventory, Eligible
   Lubricants Inventory, or Eligible Accounts Receivable from
   the levels in effect on the Amendment Effective Date or amend
   the Borrowing Base to include any components other than
   Eligible Refinery Hydrocarbon Inventory, Eligible Lubricants
   Inventory, or Eligible Accounts Receivable.  The
   intercreditor agreement shall contain such other terms and
   provisions requested by the Administrative Agent and be in
   form and substance satisfactory to the Administrative Agent
   and the Majority Lenders.

   The Company shall, and shall cause its Subsidiaries to,
   use its and their best efforts to consummate all transactions
   contemplated by this subsection (c) including, without
   limitation, execution and delivery by the holders of the
   Yorktown Term Loan of an intercreditor agreement in form and
   substance satisfactory to the Administrative Agent and the
   Majority Lenders, in a closing (the "Additional Collateral
   Closing") as promptly as practicable after the Amendment
   Effective Date; provided, that (i) the Additional Collateral
   Closing shall occur not later than the date (such date,
   including any extension thereof as hereinafter provided, the
   "Additional Collateral Closing Deadline") which is 45
   calendar days after the Amendment Effective Date and (ii) the
   Company shall deliver, or cause to be delivered, the Title
   Searches/Title Reports and the Boundary Surveys to the
   Administrative Agent, in form and substance satisfactory to
   the Administrative Agent, and shall execute and deliver or
   cause to be executed and delivered to the Administrative
   Agent, and record or cause to be recorded in all applicable
   recording offices, such amendments or supplements to the
   Additional Collateral Documents and such other documents,
   consents, instruments and opinions as may be required or
   requested by the Administrative Agent as a result of the
   information set forth in the Title Searches/Title Reports and
   the Boundary Surveys not later than the date (such date,
   including any extension thereof as hereinafter provided, the
   "Title Report/Boundary Survey Delivery Deadline") which is 90
   calendar days after the Amendment Effective Date.  The
   Administrative Agent may, in its sole discretion, grant one
   extension of the Additional Collateral Closing Deadline and
   the Title Report/Boundary Survey Delivery Deadline of not
   more than thirty (30) calendar days if the Administrative
   Agent is satisfied that the Company and its Subsidiaries have
   previously used their best efforts to consummate the
   Additional Collateral Closing and meet the requirements of
   clause (ii) above within such 45 or 90 calendar days,
   respectively, as the case may be, and that the Additional
   Collateral Closing is reasonably likely to be consummated,
   and the requirements of clause (ii) above are reasonably
   likely to be met, within such extensions."

   (g)  Amendment to Section 6.17 (Insurance).  The Credit
Agreement is amended by amending Section 6.17 thereof in its
entirety as follows.

      "6.17   Insurance.  (a)  The properties and business of
   the Company and its Subsidiaries are insured under insurance
   policies (the "Policies") with insurance companies ("Insurer"
   or "Insurers"), in such amounts, with such deductibles and
   covering such risks as are customarily carried by companies
   engaged in similar businesses and owning similar properties
   in localities where the Company or such Subsidiary operates.

      (b) Either (i) the Insurers are financially sound and
   reputable insurance companies that are not Affiliates of the
   Company, or (ii) the Insurer is a Subsidiary of the Company
   ("Subsidiary Insurer"), the Subsidiary Insurer has all
   governmental approvals necessary to operate its business and
   to comply with this Section 6.17 and Section 7.06(a), the
   Subsidiary Insurer has in place agreement(s) with financially
   sound and reputable insurance companies that are not
   Affiliates of the Company ("Unaffiliated Insurers") providing
   insurance coverage with such deductibles and covering such
   risks as required by clause (a) of this Section 6.17, and
   such agreements provide to the Administrative Agent and the
   Lenders substantially the same rights as the Administrative
   Agent and the Lenders would have if the Policies were issued
   directly by the Unaffiliated Insurers, including without
   limitation (w) the right to receive notice of cancellation
   from the Unaffiliated Insurers, (x) clauses or endorsements
   stating that the interest of and the rights of the
   Administrative Agent and the Lenders vis-...-vis the
   Unaffiliated Insurers shall not be impaired or invalidated by
   any act or neglect of, or any bankruptcy, insolvency,
   dissolution or other event with respect to, the Company, the
   Subsidiary Insurer, or any other Subsidiary of the Company,
   and (z) the right to enforce insurance coverage directly
   against the Unaffiliated Insurer.  The Company has delivered
   to the Administrative Agent evidence of compliance with the
   foregoing requirements."

   (h)  Amendment to Section 7.01 (Financial Statements).  The
Credit Agreement is amended by amending Section 7.01 thereof by
changing the period at the end of existing subsection (b) thereof
to a colon, adding the word "and" at the end of existing
subsection (b), and adding the following as new subsection (c)
thereto:

      "(c)  As soon as available, but not later than 30 days
   after the end of each month during the term hereof, financial
   information concerning the Company and its Subsidiaries as of
   the end of such month, by business line and by region, in
   form and substance satisfactory to the Administrative Agent
   and the Majority Lenders."

   (i)  Amendment to Section 7.03 (Notices).  The Credit
Agreement is amended by amending Section 7.03 thereof by changing
the period at the end of existing subsection (i) thereof to a
colon, adding the word "and" at the end of existing subsection
(i), and adding the following as new subsection (j) thereto:

      "(j)  of the Disposition of any Scheduled Assets and the
   Net Cash Proceeds received therefrom."

   (j)  Amendment to Section 7.06 (Insurance).  The Credit
Agreement is amended by amending subsection (a) of Section 7.06 in
its entirety as follows:

      "(a)   The Company shall maintain insurance with respect
   to its properties and business in accordance with the
   requirements set forth in Section 6.17.  Upon request by the
   Administrative Agent, the Company shall deliver to the
   Administrative Agent a copy of all Policies and all
   agreements between any Subsidiary Insurer and any
   Unaffiliated Insurer(s) (as such terms are defined in Section
   6.17), together with such evidence as the Administrative
   Agent may require demonstrating that the Policies and
   agreements with Unaffiliated Insurers satisfy the
   requirements of Section 6.17 and this Section 7.06."

   (k)  Amendment to Section 7.12 (New Subsidiary Guarantors;
New Subsidiary Security Agreements).  The Credit Agreement is
amended by amending subsection (c) of Section 7.12 in its entirety
as follows:

      "(c)  Notwithstanding subsections (a) and (b) of this
   Section 7.12, as long as (i) Navajo Convenient Stores Co.,
   LLC has total assets with a book value of less than
   $5,000,000 and has not guaranteed any Indebtedness, Navajo
   Convenient Stores Co., LLC shall not be required to execute a
   Supplemental Guaranty or a Security Agreement; (ii) Giant
   Yorktown Holding Company has no assets and has not guaranteed
   any Indebtedness other than the Subordinated Notes, Giant
   Yorktown Holding Company shall not be required to execute a
   Supplemental Guaranty or a Security Agreement; (iii) Giant
   Southwest Refining has no assets and has not guaranteed any
   Indebtedness, Giant Southwest Refining Company shall not be
   required to execute a Supplemental Guaranty or a Security
   Agreement; and (iv) Insurance Subsidiary has total assets
   with a book value of less than $250,000 and has not
   guaranteed any Indebtedness, Insurance Subsidiary shall not
   be required to execute a Supplemental Guaranty or a Security
   Agreement."

   (l)  Amendment to Section 7.12 (New Subsidiary Guarantors;
New Subsidiary Security Agreements).  The Credit Agreement is
amended by amending Section 7.12 to add new subsection (d) as
follows:

      "(d)  Promptly after formation or acquisition of any new
   Subsidiary, the Company shall, and shall cause each
   Subsidiary owning shares, membership interests or other
   equity interests in such Subsidiary to, (i)execute and
   deliver to the Administrative Agent a Security Agreement in
   form and substance satisfactory to the Administrative Agent,
   creating Liens in all such shares, membership interests or
   other equity interests in such Subsidiary in favor of the
   Administrative Agent, the Lenders and the other Swap
   Providers, together with any certificates evidencing such
   shares of stock, membership interests or other equity
   interests, stock powers executed in blank, and such financing
   statements and other documents and instruments related
   thereto as the Administrative Agent or the Majority Lender
   may require, (ii) take all other actions necessary or, in the
   opinion of the Administrative Agent or the Majority Lenders,
   desirable to perfect and protect the first priority Liens
   created by the Collateral Documents, and to enhance the
   Administrative Agent's ability to preserve and protect its
   interests in and access to the Collateral; and (iii) furnish
   the Administrative Agent with a written opinion of counsel in
   form and substance satisfactory to the Administrative Agent
   or the Majority Lenders."

   (m)  Amendment (Dispositions Generating Net Cash Proceeds).
The Credit Agreement is amended by adding new Section 7.16 thereto
as follows:

      "7.16   Dispositions Generating Net Cash Proceeds.  The
   Company has presented its business plan to the Lenders
   whereby the Company proposes to Dispose of, for cash, the
   Scheduled Assets in one or more transactions for not less
   than an amount that is equal to their fair market value,
   including Dispositions which are anticipated to generate not
   less than $15,000,000 in Net Cash Proceeds on or prior to
   June 30, 2003.  The Company covenants and agrees to, and
   shall cause its Subsidiaries to, consummate a sufficient
   number of Dispositions of Scheduled Assets after October 1,
   2002 and on or prior to June 30, 2003 to generate Net Cash
   Proceeds of not less than $15,000,000 in the aggregate during
   such period.  If a Deposit Account Triggering Event has
   occurred, all Net Cash Proceeds of Dispositions shall be
   deposited in the Concentration Account."

   (n)  Amendment to Section 8.01 (Limitation on Liens).  The
Credit Agreement is amended by amending subsection (a) of Section
8.01 in its entirety as follows:

      "(a) (i) any Lien (other than a Lien on property
   constituting Collateral) existing on the property of the
   Company or any Subsidiary on the Execution Date and set forth
   in Schedule 8.01 securing Indebtedness outstanding on such
   date, (ii) Liens on the Yorktown Assets described in Schedule
   8.01 owned by Giant Yorktown securing Giant Yorktown's
   obligations under the Yorktown Term Loan Agreement, and (iii)
   Liens on the Additional Collateral (but not on any other
   Collateral) in favor of the holders of the Yorktown Term
   Loan, securing Giant Yorktown's obligations under the
   Yorktown Term Loan Agreement, provided, that such Liens shall
   be subject to the terms of an intercreditor agreement between
   the agent for the holders of Yorktown Term Loan and the
   Administrative Agent, such intercreditor agreement to be in
   form and substance satisfactory to the Administrative Agent
   and the Majority Lenders."

   (o)  Amendment to Section 8.02 (Disposition of Assets).
Section 8.02 of the Credit Agreement is amended by deleting the
word "and" after existing subsection (c), adding the word
"unencumbered" before "assets" in each instance where the latter
appears in existing subsection (d), renumbering existing
subsection (d) as subsection (e), and by adding the following as
new subsection (d):

      "(d) Dispositions of the Scheduled Assets by the Company
   and of its Subsidiaries, in one or more transactions for
   cash, for not less than an amount that is equal to their fair
   market value; and"

   (p)  Amendment to Section 8.04 (Loans and Investments).  The
Credit Agreement is amended by amending subsection (c) of Section
8.04 in its entirety as follows:

      "(c) investments by the Company or any of its
   Subsidiaries in any Subsidiary that, prior to such
   investment, is a Wholly-Owned Subsidiary;"

   (q)  Amendment to Section 8.04 (Loans and Investments).
Section 8.04 of the Credit Agreement is amended by renumbering
existing subsection (e) as subsection (f), by changing the
reference in renumbered subsection (f) to subsection "(d)" to
subsection "(e)," and by adding the following as new subsection
(e):

      "(e) loans and investments by the Company and its
   Wholly-Owned Subsidiaries not to exceed $250,000 in the
   aggregate from and after the Amendment Effective Date in the
   capital stock, equity interests, and other obligations or
   securities of a Wholly-Owned Subsidiary (the "Insurance
   Subsidiary") formed de novo by the Company for the purpose of
   acquiring property insurance solely for the Company and its
   Subsidiaries.  The Insurance Subsidiary shall take such
   action as necessary to qualify as a Subsidiary Insurer; and"

   (r)  Amendment to Section 8.05 (Limitations on Indebtedness
and Contingent Obligations).  Section 8.05 of the Credit Agreement
is amended by restating subsection (f) thereof in its entirety as
follows:

      "(f) Contingent Obligations consisting of endorsements
   for collections or deposit in the ordinary course of
   business, and Surety Instruments consisting of surety bonds
   issued for the account of the Company or any of its
   Subsidiaries in the ordinary course of business not to exceed
   $15,000,000 in the aggregate at any time outstanding;"

   (s)  Amendment to Section 8.12 (Minimum Consolidated Tangible
Net Worth).  Section 8.12 of the Credit Agreement is amended in
its entirety as follows:

      "Section 8.12.   Minimum Consolidated Tangible Net
   Worth.  From and after October 1, 2002, the Company will
   maintain at all times Consolidated Tangible Net Worth in an
   amount not less than the sum of (i) $80,000,000, plus (ii)
   50% of Consolidated Net Income computed on a cumulative basis
   for the period beginning October 1, 2002 and ending on the
   date of determination (provided that no negative adjustment
   will be made in the event that Consolidated Net Income is a
   deficit figure for such period), plus (iii) 75% of the
   aggregate amount of the net assets (cash or otherwise)
   received by the Company from the issuance of any class of
   capital stock after October 1, 2002."

   (t)  Amendment to Section 8.13 (Minimum Fixed Charge Coverage
Ratio).  Section 8.13 of the Credit Agreement is amended in its
entirety as follows:

      "8.13.   Minimum Fixed Charge Coverage Ratio.  The
   Company shall not permit the Fixed Charge Coverage Ratio as
   of the end of any fiscal quarter during each period set forth
   below to be less than the ratio set forth below opposite such
   period:

   From October 1, 2002 through June 30, 2003      1.00 to 1.00
   From July 1, 2003 and thereafter                1.10 to 1.00"

   (u)  Amendment to Section 8.14 (Total Leverage Ratio).
Section 8.14 of the Credit Agreement is amended in its entirety as
follows:

      "8.14.   Total Leverage Ratio.  The Company shall not
   permit the Total Leverage Ratio at any time during each
   period set forth below to be greater than the ratio set forth
   below opposite such period:

   From October 1, 2002 to December 31, 2002      6.50 to 1.00
   From January 1, 2003 to March 31, 2003         7.50 to 1.00
   From April 1, 2003 to June 30, 2003            7.00 to 1.00
   From July 1, 2003 to September 30, 2003        5.50 to 1.00
   From October 1, 2003 to December 31, 2003      4.50 to 1.00
   From January 1, 2004 to March 31, 2004         4.00 to 1.00
   April 1, 2004 and thereafter                   3.75 to 1.00"

   (v)  Amendment (Minimum Quarterly Consolidated EBITDA).  The
Credit Agreement is amended by adding new Section 8.19 thereto as
follows:

      "8.19.   Minimum Quarterly Consolidated EBITDA.  The
   Company shall not permit Consolidated EBITDA for any fiscal
   quarter during each period set forth below at any time to be
   less than the amount set forth below opposite such period:

   From October 1, 2002 through March 31, 2003   $ 8,500,000
   From March 31, 2003 and thereafter            $15,000,000

   For purposes of this Section 8.19 only, Consolidated EBITDA
   shall be calculated without adjustments for the Yorktown
   Acquisition (and the definition of Consolidated EBITDA is
   amended, solely for purposes of this Section 8.19, to delete
   the last sentence thereof)."

   (w)  Amendment (Limitation on Capital Expenditures).  The
Credit Agreement is amended by adding new Section 8.20 thereto as
follows:

      "8.20.   Limitation on Capital Expenditures.  The
   Company shall not, and shall not permit any of its
   Subsidiaries to, make or become contractually obligated to
   make any Capital Expenditure (other than Margin Payments
   treated as Capital Expenditures), except for Capital
   Expenditures (other than Margin Payments treated as Capital
   Expenditures) in the ordinary course of business not
   exceeding, in the aggregate for the Company and its
   Subsidiaries during each period set forth below, the amount
   set forth opposite such period:

   From October 1, 2002 through December 31, 2002   $  6,000,000
   From January 1, 2003 through March 31, 2003      $  6,000,000
   From April 1, 2003 through June 30, 2003         $  8,000,000
   From July 1, 2003 through September 30, 2003     $ 18,000,000
   From October 1, 2003 through December 31, 2003   $ 12,000,000;

   provided, that so long as no Default has occurred and is
   continuing or would result from such expenditure, any portion
   of any amount set forth above, if not expended in the quarter
   for which it is permitted above, may be carried over for
   expenditures in successive quarters.

   (x)  Amendment to Section 9.01(c) (Specific Defaults).
Section 9.01(c) of the Credit Agreement is amended in its entirety
as follows:

      "(c)   Specific Defaults.  The Company (i) fails to
   perform or observe any term, covenant or agreement contained
   in Section 2.14(c), 7.02(a), 7.02(f), 7.03(a), 7.06, 7.14,
   7.16, 8.12, 8.13, 8.14, 8.15, 8.19 or 8.20; or (ii) fails to
   perform or observe any term, covenant or agreement contained
   in Article VIII (which is not specified in the foregoing
   clause (c)(i)), and such default shall continue unremedied
   for a period of 15 days after the occurrence thereof; or"

   (y)  Amendment to Section 9.01 (Additional Collateral
Closing).  Section 9.01 of the Credit Agreement is further amended
by changing the period at the end of existing subsection (p)
thereof to a colon, adding the word "or" at the end of subsection
(p), and adding new subsection (q) thereto as follows:

      "(q)   Additional Collateral Closing.  The Additional
   Collateral Closing does not for any reason occur on or prior
   to the Additional Collateral Closing Deadline or the Company
   does not perform its covenants and agreements set forth in
   clause (ii) of the second paragraph of Section 2.14(c) hereof
   by the TitleReport/Boundary Survey Delivery Deadline."

   (z)  Amendment - Schedule 2.02.  The Credit Agreement is
amended by amending Schedule 2.02 as follows:  Schedule 2.02 shall
be consist of two parts: Schedule 2.02A and Schedule 2.02B;
existing Schedule 2.02 shall be renumbered as Schedule 2.02A and
Schedule 2.02B hereto shall be added to the Credit Agreement as
Schedule 2.02B thereto.  The pricing terms set forth in Schedule
2.02A shall be in effect from the Execution Date through and
including September 30, 2002 for purposes of determining
Applicable Margins, Risk Participation Fees and Commitment Fees;
and the pricing terms set forth in Schedule 2.02B shall be in
effect at all times on and after October 1, 2002 for purposes of
determining Applicable Margins, Risk Participation Fees and
Commitment Fees.  All references in the Credit Agreement to
"Schedule 2.02" are amended to read "Schedule 2.02A or Schedule
2.02B, as applicable."

   (aa)  Amendment - Schedule 2.14(c)(iii).  The Credit Agreement
is amended by adding Schedule 2.14(c)(iii) hereto as Schedule
2.14(c)(iii) thereto.

   (bb)  Amendment - Schedule 8.02.  The Credit Agreement is
further amended by adding Schedule 8.02 hereto as Schedule 8.02
thereto.

   (cc)  Amendment - Schedule 8.05.  The Credit Agreement is
further amended by deleting existing Schedule 8.05 and
substituting therefor Schedule 8.05 hereto.

   SECTION 3.  Representations and Warranties.  In order to induce
the Administrative Agent and the Lenders to enter into this
Amendment, the Company represents and warrants to the
Administrative Agent and to each Lender that:

   (a)  This Amendment, the Credit Agreement as amended hereby
and each Loan Document have been duly authorized, executed and
delivered by the Company and the applicable Loan Parties and
constitute their legal, valid and binding obligations enforceable
in accordance with their respective terms (subject, as to the
enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium and similar laws affecting creditors'
rights generally and to general principles of equity).

   (b)  The representations and warranties set forth in Article
VI of the Credit Agreement are true and correct in all material
respects on and as of the Amendment Effective Date, after giving
effect to, as if made on and as of the Amendment Effective Date.

   (c)  As of the date hereof, at the time of and after giving
effect to this Amendment, no Default or Event of Default (other
than the Specified Defaults (as hereinafter defined)) has occurred
and is continuing.

   (d)  Except as related to the Leay Acres landfill site
located in San Juan County, New Mexico, as described in Giant
Industries' most recently filed Annual Report on Form 10-Q, no
event or circumstance has occurred that has resulted or would
reasonably be expected to result in a Material Adverse Effect.

   (e)  No approval, consent, exemption, authorization or other
action by, or notice to, or filing (other than filings required
under Section 2.14(c) of the Agreement as amended hereby) with,
any Governmental Authority is necessary or required in connection
with the execution and delivery of this Amendment or the
performance by the Company or any Loan Party of its obligations
hereunder.  This Amendment has been duly authorized by all
necessary corporate action, and the execution, delivery and
performance of this Amendment and the documents and transactions
contemplated hereby does not and will not (a) contravene the terms
of the Company's or any Loan Party's Organization Documents; (b)
conflict with or result in any breach or contravention of, or
result in or require the imposition or creation of any Lien under,
any document evidencing any material Contractual Obligation to
which the Company or any Loan Party is a party or any order,
injunction, writ or decree of any Governmental Authority to which
the Company or any Loan Party is subject; or (c) violate any
Requirement of Law.

   SECTION 4.  Specified Defaults; Limited Forbearance; Waiver
upon Satisfaction of Conditions; Payment of Default Interest.

   (a)   The Company acknowledges that (i) it is or may be in
default of its obligations under Section 8.12 of the Credit Agreement
regarding Minimum Consolidated Tangible Net Worth for the fiscal
quarter ended September 30, 2002, and from September 30, 2002 up
to and including the Amendment Effective Date, and (ii) it is in
default of its obligations under Section 8.14 of the Credit
Agreement regarding Total Leverage Ratio for the fiscal quarter
ended September 30, 2002 (the "Specified Defaults").

   (b)   Unless the written waiver as provided in subsection (c)
below has been delivered to the Company by the Administrative
Agent, neither the Administrative Agent, the Issuing Bank nor any
Lender shall be deemed to have waived the Specified Defaults or
its or their right to decline Requests for Borrowing, Notices of
Conversion/Continuation, or L/C Applications or L/C Amendment
Applications, as a result of entering into this Amendment.
Subject to the foregoing, the Administrative Agent, the Issuing
Bank and the Lenders agree to forbear from exercising its or their
rights and remedies (excluding, however, the right to give a
Control Notice, such right being expressly reserved by the
Administrative Agent, the Issuing Bank and the Lenders) arising as
a result of the occurrence of the Specified Defaults for (but
solely for) the period (the "Forbearance Period") commencing on
the Amendment Effective Date and ending on the earlier to occur
of: (i) 5:00 p.m. (Houston time) on October 30, 2002 or such later
date as may be agreed by the Majority Lenders, (ii) the occurrence
of any Default or Event of Default other than the Specified
Defaults, (iii) the occurrence of a Material Adverse Effect, (iv)
one or more holders of the Yorktown Term Loan states that it will
not amend the Yorktown Term Loan Documents to contain
representations, warranties, covenants and conditions no more
restrictive than those contained in the Agreement, as amended or
proposed to be amended by this Amendment, with the result that
such amendment of the Yorktown Term Loan Documents fails to
receive approval of the requisite holders of the Yorktown Term
Loan to effect such amendment, or (v) any holder of the Yorktown
Term Loan accelerates maturity of the Yorktown Term Loan, or takes
any other action to enforce its or their rights and remedies under
the Yorktown Term Loan Documents.  Such agreement to forbear shall
automatically, and without action, notice, demand or any other
occurrence, expire on and as of the end of the Forbearance Period.
The Administrative Agent, the Issuing Bank and the Lenders
expressly reserve their rights, at any time after the Forbearance
Period, to proceed to enforce any or all of their rights and
remedies under or in respect of the Credit Agreement or the Loan
Documents and applicable law which are available as a result of
the occurrence of the Specified Defaults.  This agreement to
forbear shall apply only to the Specified Defaults; no forbearance
with respect to any other Default or Event of Default, whether
presently existing or hereafter arising, is agreed to hereby.
This agreement to forbear is not a commitment by the
Administrative Agent, the Issuing Bank or any Lender to honor any
Requests for Borrowing, Notices of Conversion/Continuation, or L/C
Applications or L/C Amendment Applications during the Forbearance
Period, it being expressly acknowledged by the Company that
neither the Issuing Bank nor any Lender is under any obligation to
do so.  Any Loans which the Lenders choose to make, any
continuations or conversions of Interest Rate Types or Interest
Periods, and any Letters of Credit which Issuing Bank chooses to
issue, renew or extend, during the Forbearance Period are being
made, issued, continued, converted, renewed or extended without
waiver and without prejudice to the rights and remedies of the
Administrative Agent, the Issuing Bank and the Lenders under the
Credit Agreement and the Loan Documents.

   (c)   If all of the conditions set forth in Section 5(b) of
this Amendment have been satisfied prior to the expiration of the
Forbearance Period, as determined by the Administrative Agent in
its sole discretion, the Lenders shall waive (i) the Specified
Default resulting from non-compliance by the Company with Section
8.12 of the Credit Agreement regarding Minimum Consolidated
Tangible Net Worth during the fiscal quarter ended September 30,
2002 and the period from September 30, 2002 up to and including
the Amendment Effective Date only, and (ii) the Specified Default
resulting from non-compliance by the Company with Section 8.14 of
the Credit Agreement regarding Total Leverage Ratio for the fiscal
quarter ended September 30, 2002.  Such waiver shall apply only to
the Specified Defaults for the periods set forth herein.  The
Lenders hereby authorize the Administrative Agent to deliver the
waiver pursuant this Section 3(b) on their behalf without further
action or consent by such Lenders.  No waiver with respect to any
other Default or Event of Default, whether presently existing or
hereafter arising, is agreed to thereby.

   (d)   The Company agrees to pay interest on the principal
amount of all outstanding Revolving Loans at the rate set forth in
Section 2.08(b)(iii) of the Credit Agreement from and after
September 30, 2002 through and including the date on which all of
the conditions precedent set forth in Section 5(b) of this First
Amendment are satisfied in full.  If all of the conditions
precedent set forth in Section 5(b) of this First Amendment are
satisfied in full prior to expiration of the Forbearance Period,
then interest on Revolving Loans shall accrue from and after such
date at the applicable rate with respect to such Revolving Loans
set forth in Section 2.08(b)(i) of the Credit Agreement.  The
Administrative Agent, the Issuing Bank and the Lenders expressly
reserve all rights with respect to interest after an Event of
Default in the event all of the conditions precedent set forth in
Section 5(b) of this First Amendment are not satisfied in full
prior to expiration of the Forbearance Period.

   SECTION 5.  (a)   Conditions of Effectiveness.  The amendments
to the Credit Agreement set forth in Section 1 of this First
Amendment shall be effective upon satisfaction of the following
conditions precedent:

      (i)   Amendment.  The Administrative Agent shall have
   received counterparts of this Amendment duly executed by the
   Company, the Loan Parties, the Administrative Agent, and the
   Majority Lenders.

     (ii)   Amendment Fee.  The Company shall have paid the
   amendment fee described in Section 6 of this First Amendment,
   and all accrued, unpaid fees, costs and expenses owed
   pursuant to this First Amendment, the Credit Agreement or any
   other agreement related thereto, to the extent then due and
   payable, together with Attorney Costs of the Administrative
   Agent to the extent then invoiced prior to or on the closing
   date of this Amendment.

   (b)   Conditions to Effectiveness of Other Amendments.
Notwithstanding any other provision of this First Amendment, the
amendments to the Credit Agreement set forth in Section 2 of this
First Amendment shall not be effective until satisfaction of the
conditions precedent set forth in Section 5(a) of this First
Amendment and satisfaction of the following additional conditions
precedent not later than expiration of the Forbearance Period or
such later date as may be agree by the Majority Lenders:

      (i)   No Default under, and Amendment of, Yorktown Term
   Loan.  Evidence satisfactory to the Administrative Agent that
   (i) the Yorktown Term Loan Documents have been amended to
   contain representations, warranties, covenants and conditions
   no more restrictive than those contained in the Agreement, as
   amended by this Amendment; and shall not be in conflict with
   the Agreement, as amended by this Amendment; and (ii) no
   default or event of default shall exist under the Yorktown
   Term Loan or Yorktown Term Loan Documents.

      (ii)   Resolutions.  (i) Resolutions of the board of
   directors of the Company authorizing the execution and
   delivery of this Amendment, certified by the Secretary or an
   Assistant Secretary of the Company; (ii) if not previously
   delivered to the Administrative Agent, a certificate of the
   Secretary or Assistant Secretary of the Company/applicable
   Guarantor certifying the names and true signatures of the
   officers of the Company and the Guarantors authorized to
   execute and deliver this Amendment.

      (iii)   Opinions.  The Administrative Agent shall have
   received opinions of counsel to the Loan Parties in form and
   substance satisfactory to the Administrative Agent and its
   counsel.

      (iv)   No Material Adverse Effect.  Except as disclosed
   in writing to the Administrative Agent and the Lenders prior
   to the Amendment Effective Date, no event or circumstance has
   occurred that has resulted or would reasonably be expected to
   result in a Material Adverse Effect.

      (v)   No Default.  As of such effective date, at the
   time of and after giving effect to the waiver pursuant to
   this Amendment, no Default or Event of Default has occurred
   and is continuing.

      (vi)   Payment of Fees.  The Company shall have paid all
   accrued, unpaid fees, costs and expenses owed pursuant to
   this Amendment, the Credit Agreement or any other agreement
   between the Company and the Administrative Agent or any
   Lender, to the extent then due and payable, together with
   Attorney Costs of the Administrative Agent to the extent then
   invoiced prior to or on the closing date of this Amendment.

      (vii)   Other.  The Administrative Agent shall have
   received such other approvals, opinions and documents as the
   Administrative Agent deems appropriate.

Upon satisfaction of the foregoing conditions precedent set
forth in this Section 5(b), the Administrative Agent shall notify
the Company and the Lenders in writing, and the date set forth in
such notice shall be the effective date of the amendments to the
Credit Agreement set forth in Section 2 of this First Amendment.

   SECTION 6.  Amendment Fee.  The Company agrees to pay to the
Administrative Agent for the account of each Lender which timely
executes a counterpart of this Amendment, in accordance with its
Pro Rata Share, an amendment fee equal to 0.25% of the total
Commitments.  Such amendment fee shall be due and payable in full
on the date of execution of this Amendment by the Company and such
Lender, shall be fully earned when due and payable, and shall be
in addition to any other fee, cost or expense payable pursuant to
the Credit Agreement.

   SECTION 7.  Costs, Expenses and Taxes.  The Company agrees to
pay on demand reasonable Attorney Costs of the Administrative
Agent and all other costs and expenses of the Administrative
Agent, the Issuing Bank and the Lenders in connection with the
preparation, execution and delivery of this Amendment and the
mortgages, assignments, security agreements, financing statements
and other documents and instruments contemplated hereby.  In
addition, the Company shall pay any and all stamp and other taxes
and fees payable or determined to be payable in connection with
the execution and delivery, filing or recording of this Amendment
and the other documents and instruments to be executed and
delivered hereunder, and agrees to save the Administrative Agent,
the Issuing Bank and the Lenders harmless from and against any and
all liabilities with respect to or resulting from any delay in
paying or omission to pay such taxes or fees.

   SECTION 8.  Effect of Amendment.  This Amendment (i) except as
expressly provided herein, shall not be deemed to be a consent to
the modification or waiver of any other term or condition of the
Credit Agreement or of any of the instruments or agreements
referred to therein and (ii) shall not prejudice any right or
rights which the Administrative Agent, the Issuing Bank or the
Lenders may now have under or in connection with the Credit
Agreement, as amended by this Amendment.  Except as otherwise
expressly provided by this Amendment, all of the terms, conditions
and provisions of the Credit Agreement shall remain the same.  It
is declared and agreed by each of the parties hereto that the
Credit Agreement, as amended hereby, shall continue in full force
and effect, and that this Amendment and such Credit Agreement
shall be read and construed as one instrument.  The Company and
each of the other Loan Parties hereby confirm and agree that all
Liens and other security now or hereafter held by the
Administrative Agent for the benefit of the Lenders as security
for payment of the Obligations are the legal, valid and binding
obligations of the Company and the Loan Parties, remain in full
force and effect, are unimpaired by this Amendment, and are hereby
ratified and confirmed as security for payment of the Obligation.

   SECTION 9.  RELEASE.  EACH OF THE COMPANY AND THE LOAN PARTIES,
AND EACH OF THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, SUCCESSORS,
AND ASSIGNS (COLLECTIVELY, THE "RELEASORS") HEREBY RELEASES AND
FOREVER DISCHARGES EACH OF THE ADMINISTRATIVE AGENT, THE ISSUING
BANK AND EACH LENDER, AND EACH OF THEIR RESPECTIVE SHAREHOLDERS,
SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
ATTORNEYS, PREDECESSORS, SUCCESSORS AND ASSIGNS, BOTH PRESENT AND
FORMER (COLLECTIVELY, TOGETHER WITH THE ADMINISTRATIVE AGENT, THE
ISSUING BANK AND THE LENDERS, THE "LENDER AFFILIATES"), OF AND
FROM ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, DEBTS,
CONTROVERSIES, DAMAGES, JUDGMENTS, EXECUTIONS, CLAIMS AND DEMANDS
WHATSOEVER, ASSERTED OR UNASSERTED, AT LAW OR IN EQUITY, AGAINST
ANY OF THE LENDER AFFILIATES WHICH ANY RELEASOR EVER HAD OR NOW
HAS ON THE DATE HEREOF UPON OR BY REASON OF ANY MANNER, CAUSE,
CAUSES OR THING WHATSOEVER, WHETHER PRESENTLY EXISTING, SUSPECTED
OR UNSUSPECTED, KNOWN OR UNKNOWN, FIXED OR CONTINGENT, DIRECT OR
INDIRECT, CONTEMPLATED OR ANTICIPATED, ARISING OUT OF OR IN
CONNECTION WITH THE CREDIT AGREEMENT OR THE LOAN DOCUMENTS.

   SECTION 10.  Authorization to Administrative Agent.  By
execution of a counterpart of this Amendment, each of the Lenders
does hereby authorize the Administrative Agent to execute and
deliver with respect to the Additional Collateral an intercreditor
agreement in form and substance satisfactory to the Administrative
Agent and the Majority Lenders.

   SECTION 11.  Miscellaneous.  This Amendment shall for all
purposes be construed in accordance with and governed by the laws
of the State of New York and applicable federal law.  The captions
in this Amendment are for convenience of reference only and shall
not define or limit the provisions hereof.  This Amendment may be
executed in separate counterparts, each of which when so executed
and delivered shall be an original, but all of which together
shall constitute one instrument.  In proving this Amendment, it
shall not be necessary to produce or account for more than one
such counterpart.  This Amendment may be delivered by facsimile
transmission of the relevant signature pages hereof.


               [SIGNATURES BEGIN ON NEXT PAGE]



<PAGE>
   THE CREDIT AGREEMENT (AS AMENDED BY THIS AMENDMENT) AND THE
OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

   THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

   IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and
duly authorized officers as of the date and year first above
written.

                        GIANT INDUSTRIES, INC.


                        By: /S/ GARY R. DALKE
                           ----------------------
                           Name:   Gary Dalke
                           Title:  C.A.O.


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    AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


<PAGE>
                         BANK OF AMERICA, N.A., as
                         Administrative Agent, as Letter of
                         Credit Issuing Bank and as a Lender



                         By: /s/ CLAIRE LIU
                            --------------------------------
                            Claire M. Liu
                            Managing Director


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    AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT



<PAGE>
                        BANK OF SCOTLAND



                        By: /S/ JOSEPH FRATUS
                           ---------------------------
                           Name:  Joseph Fratus
                           Title: First Vice President



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<PAGE>
                           BNP PARIBAS



                           By: /S/ MARK A. COX
                              --------------------------
                              Name:  Mark A. Cox
                              Title: Director


                           By: /S/ GREG SMOTHERS
                              --------------------------
                              Name:  Greg Smothers
                              Title: Vice President



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    AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT



<PAGE>
                      COMERICA BANK-CALIFORNIA



                      By: /S/ PETER F. FITZPATRICK
                         ----------------------------
                         Name:  Peter F. Fitzpatrick
                         Title: Vice President



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    AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


<PAGE>
                       FLEET NATIONAL BANK



                       By: /S/ CHRISTOPHER C. HOLMGREN
                          ------------------------------
                          Name:  Christopher C. Holmgren
                          Title: Managing Director



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    AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


<PAGE>
                       HIBERNIA NATIONAL BANK



                       By: /S/ NANCY G. MORAGAS
                          ---------------------------
                          Name:  Nancy G. Moragas
                          Title: Vice President



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<PAGE>
                       RZB FINANCE LLC



                       By: /S/ P. GEFFERS
                          ----------------------------
                          Name:   Pearl Geffers
                          Title:  First Vice President


                       By: /S/ JOHN A. VALISKA
                          ----------------------------
                          Name:   John A. Valiska
                          Title:  Group Vice President



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<PAGE>
                    WELLS FARGO BANK, N.A.



                    By: /S/ ART KRASNY
                       ----------------------------
                       Name:   Art Krasny
                       Title:  Relationship Manager

  THIS IS A SIGNATURE PAGE TO THE GIANT INDUSTRIES, INC. FIRST
    AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


<PAGE>
                  RATIFICATION AND AGREEMENT

     Each of the undersigned Loan Parties hereby consents to and
accepts the terms and conditions of the foregoing Amendment and
the transactions contemplated thereby, agrees to be bound by the
terms and conditions thereof, including without limitation the
Release of the Lender Affiliates provided for in Section 9
thereof, and ratifies and confirms that each of the Loan Documents
to which it is a party is, and shall remain, in full force and
effect after giving effect to the foregoing Amendment.

                  GIANT INDUSTRIES ARIZONA, INC.,
                  GIANT FOUR CORNERS, INC.,
                  DEGUELLE OIL COMPANY,
                  GIANT MID-CONTINENT, INC.,
                  GIANT STOP-N-GO OF NEW MEXICO, INC.,
                  SAN JUAN REFINING COMPANY,
                  CINIZA PRODUCTION COMPANY,
                  PHOENIX FUEL CO., INC.,
                  GIANT PIPELINE COMPANY, and
                  GIANT YORKTOWN, INC.
                  as Loan Parties


                  By: /S/ GARY R. DALKE
                     ------------------------------
                     Name:  Gary R. Dalke
                     in each case, as Controller




<PAGE>
                             SCHEDULE 2.02B

                             PRICING CHART

                    (Expressed in percent per annum)

                                               Letter of
                                     Base     Credit Risk
               Total            LIBOR   Rate    Participation   Commitment
Level       Leverage Ratio       Margin   Margin         Fee             Fee

I         Less than or equal
               to 2.50            3.25%    2.25%        3.25%           0.50%

II        Greater than 2.50,      3.50%    2.50%        3.50%           0.50%
           but less than or
            equal to 3.50

III       Greater than 3.50       3.75%    2.75%        3.75%           0.50%

Each adjustment of the Applicable Margins, the Risk Participation Fee and
the Commitment Fee shall be made by the Administrative Agent and shall be
effective as of the earlier of (a) the date upon which the Company delivers
a Compliance Certificate to the Administrative Agent pursuant to Section
7.02(b) reflecting a changed pricing level (accompanied and supported by the
financial statements with respect to which such Compliance Certificate is
required to be delivered) and (b) the date upon which the Company is
required by Section 7.02(b) to deliver such Compliance Certificate;
provided, however, that, if a Compliance Certificate is not delivered by the
date required in Section 7.02(b), then, subject to the other provisions of
this Agreement, commencing on the date such Compliance Certificate was
required until such Compliance Certificate is delivered, the Applicable
Margins, the Risk Participation Fee and the Commitment Fee shall be those
indicated for Level III, and from and after the date such Compliance
Certificate is thereafter received, the Applicable Margins, the Risk
Participation Fee and the Commitment Fee shall be as determined from such
Compliance Certificate.

Notwithstanding any provision of the foregoing to the contrary, the Applicable
Margins, the Risk Participation Fee and the Commitment Fee shall be those
indicated for Level III for the period commencing on the Amendment Effective
Date and continuing through the date upon which the Company delivers a
Compliance Certificate to the Administrative Agent pursuant to Section
7.02(b) reflecting a changed pricing level (accompanied and supported by the
financial statements with respect to which such Compliance Certificate is
required to be delivered), but in any event not earlier than the date upon
which the Company delivers the Compliance Certificate for the fiscal quarter
ended September 30, 2002.




<PAGE>
                       SCHEDULE 2.14(c)(iii)

              SERVICE STATIONS AND CONVENIENCE STORES

                     [See the following pages]




<PAGE>
<TABLE>
<CAPTION>
                                                    SCHEDULE 2.14(c)(iii)
                                                   Retail Store Directory

                                         Intersection                                                   Store  Bldg.       NBV
Store# Title  Mailing/Physical Address      Vicinity   City        ST  Zip   County     Brand           Size   Type      08/31/02
<S>    <C>    <C>                         <C>          <C>         <C> <C>   <C>        <C>             <C>    <C>       <C>
3101    Fee   517 W. Broadway                          Farmington  NM  87401 San Juan   Conoco/Mustang  515    C-Store      371,138
3103    Fee   PO Box 295; 4151 US Hwy. 64              Kirtland    NM  87417 San Juan   Giant           2400   C-Store      912,707
6002    Fee   2654 E. Hwy 66                           Gallup      NM  87301 McKinley   Conoco/Giant    1800   U/Canopy     652,265
6004    Fee   531 E. Broadway                          Farmington  NM  87401 San Juan   Giant           1800   C-Store      453,762
6005    Fee   6100 San Mateo NE                        Albuquerque NM  87109 Bernalillo Conoco/Giant    3324   C-Store      494,899
6011    Fee   201 Rio Bravo SW                         Albuquerque NM  87105 Bernalillo Giant           4028   C-Store    1,350,736
6014    Fee   3341 E. Main St.                         Farmington  NM  87401 San Juan   Giant           1400   U/Canopy     583,592
6015    Fee   3603 Hwy 528                             Albuquerque NM  87114 Bernalillo Conoco/Giant    1320   C-StoreU/C   778,750
6020    Fee   201 Coors Rd. NW                         Albuquerque NM  87105 Bernalillo Giant           2048   C-Store      801,256
6023    Fee   3730 Cerrillos Rd.                       Santa Fe    NM  87505 Santa Fe   Giant                             1,486,561
6024    Fee   4720 Tramway NE                          Albuquerque NM  87111 Bernalillo Conoco          1838   C-StoreU/C   827,096
6025    Fee   2930 Coors Rd. NW                        Albuquerque NM  87120 Bernalillo Conoco/Giant    1600   C-StoreU/C   893,396
6026    Fee   1897 Coors Rd. SW                        Albuquerque NM  87105 Bernalillo Conoco/Giant    2178   C-Store      708,229
6027    Fee   6104 Academy NE                          Albuquerque NM  87109 Bernalillo Conoco/Giant    2178   C-Store      999,972
6033    Fee   3524 Hwy 47                              Los Lunas   NM  87031 Valencia   Conoco/Giant    3700   C-Store      642,238
6034    Fee   135 Candelaria Rd. NW                    Albuquerque NM  87107 Bernalillo Conoco/Giant    2178   C-Store      667,520
6035    Fee   10400 Central SE                         Albuquerque NM  87123 Bernalillo Conoco/Giant    2178   C-Store      757,680
6036    Fee   224 Hwy 44                               Bernalillo  NM  87004 Sandoval   Conoco/Giant    2633   C-Store      771,036
6037    Fee   1050 Hwy 528                             Rio Rancho  NM  87124 Sandoval   Conoco/Giant    3250   C-Store    1,007,143
6038    Fee   6242 4th St. NW                          Rancho de
                                                       Albuquerque NM  87107 Bernalillo Conoco/Giant    2178   C-Store      783,835
6041    Fee   9690 Golf Course Rd. NW                  Albuquerque NM  87114 Bernalillo Conoco/Giant    3203   C-Store      853,220
6043    Fee   233 Main St. SE                          Los Lunas   NM  87031 Valencia   Conoco/Giant    2720   C-Store      661,933
6044    Fee   122 Aztec Blvd.                          Aztec       NM  87410 San Juan   Express/Giant   9.5    U/Canopy     612,455
6046    Fee   2691 Sawmill Rd.                         Santa Fe    NM  87505 Santa Fe   Giant           4325   C-Store    1,362,500
6047    Fee   220 Bloomfield Blvd.                     Bloomfield  NM  87413 San Juan   Shamrock                            421,157
6048    Fee   PO Box 116; 6385 Hwy. 44                 Cuba        NM  87013 Sandoval   Mustang         820    C-Store      322,946
6049    Fee   862 E. Main                              Farmington  NM  87401 San Juan   Mustang         765    C-Store      490,388
7118    Fee   17401 US 550                             Aztec       NM  87410 San Juan   Mustang         1504   C-Store      738,035
7168    Fee   118 Hwy. 44 West                         Bernalillo  NM  87004 Sandoval   Mustang         2100   C-StoreU/C    90,713
7183    Fee   902 N. Riverside Dr.                     Espanola    NM  87532 Rio Arriba Mustang         1430   C-StoreU/C   252,031
7197    Fee   321 Main Ave.                            Aztec       NM  87410 San Juan   Mustang         1104   C-Store      414,878
7200    Fee   PO Box 741; 6475 Main                    Cuba        NM  87013 Sandoval   Conoco/Mustang  3300   C-Store      721,956
7204    Fee   HCR 4, Box 20; Hwy. 666                  Gallup      NM  87301 McKinley   Mustang         6450   C-Store    1,695,049
7210    Fee   204 S. Bloomfield Blvd.                  Bloomfield  NM  87413 San Juan   Mustang         3990   C-Store    1,162,472
7211    Fee   2700 W. Main                             Farmington  NM  87401 San Juan   Mustang         2950   C-Store    1,282,241
7214    Fee   602 W. Broadway                          Bloomfield  NM  87413 San Juan   Mustang         1932   C-Store      235,167
7218    Fee   5702 Hwy. 64                             Farmington  NM  87401 San Juan   Conoco/Mustang  2650   C-Store      744,228
7227    Fee   416 N. Main                              Aztec       NM  87410 San Juan   Mustang         4355   C-Store      728,291
7239    Fee   State Rte 4, Box 3000                    Bloomfield  NM  87413 San Juan   Mustang         1830   C-Store      316,444
7240    Fee   3001 Bloomfield Hwy.                     Farmington  NM  87401 San Juan   Mustang         2650   C-Store      289,141
7257    Fee   PO Box 609; Hwy. 371                     Thoreau     NM  87323 McKinley   Mustang         11025  C-Store      582,958
7270    Fee   3215 Hwy. 64                             Waterflow   NM  87421 San Juan   Mustang                           1,506,040
7278    Fee   Box 28; 5th & Joseph                     Estancia    NM  87016 Torrance   Mustang         2180   C-Store      428,981
7283    Fee   1224 S. Main St.                         Belen       NM  87002 Valencia   Mustang         730    C-Store      241,875
7292    Fee   PO Box 15186; 1020                       Farmington  NM  87401 San Juan   Mustang         3690   C-Store      788,810
7293    Fee   401 W. Hwy.                              Bernalillo  NM  87004 Sandoval   Conoco/Giant    870    C-Store    1,325,742
7294    Fee   Rte 3 Box 151; Hwy. 285                  Espanola    NM  87532 Santa Fe   Mustang         1176   C-Store      120,597
7295    Fee   PO Box 3047; 610 W Hwy 66                Milan       NM  87021 Cibola    Mustang          432    U/Canopy      66,799
7297    Fee   PO Box 1858; 5180 Hwy. 68                Rancho
                                                       de Taos     NM  87557 Taos      Mustang          1525   C-Store      547,452
7310    Fee   PO Box  1443                             Waterflow   NM  87421 San Juan  Mustang          2996   C-Store    1,266,669
7408    Fee   3340 E. Hwy. 66                          Gallup      NM  87301 McKinley  Mustang          1377   C-Store      362,357
7409    Fee   3302 W. Hwy. 66                          Gallup      NM  87301 McKinley  Conoco/Mustang   1537   C-Store      432,818
7445    Fee   1312 Bridge SW                           Albuquerque NM  87105 Bernalillo Gasman                 Kiosk        104,991
7549    Fee   650 Bosque Farms Blvd.                   BosqueFarms NM  87068 Valencia  Conoco/Giant                         759,955
7554    Fee   822 Camino Sierra Vista                  Santa Fe    NM  87501 Santa Fe  Mustang                 Kiosk        286,675
7556    Fee   1500 San Juan Blvd.                      Farmington  NM  87401 San Juan  Mustang          700                 119,454
7557    Fee   800 E. Coal                              Gallup      NM  87301 McKinley  Mustang          1720                 16,060
Total                                                                                                                    38,297,289
</TABLE>



<PAGE>
                      SCHEDULE 8.02

                     SCHEDULED ASSETS


Store     Address                          City           State

6906      945 N. Arizona Ave.             Chandler        AZ
6911      1807 10th Street                Douglas         AZ
6801      344 S. Power Rd.                Mesa            AZ
6915      6807 E. Baseline Rd.            Mesa            AZ
6918      2743 S. Alma School Rd.         Mesa            AZ
6908      300 Hwy. 70                     Safford         AZ
6902      2946 W. Hwy. 70                 Thatcher        AZ
6921      7366 N. Oracle Road             Tucson          AZ
6922      2100 W. Ruthrauff Rd.           Tucson          AZ
6923      1530 W. St. Mary's Road         Tucson          AZ
6924      761 W. Ajo                      Tucson          AZ
6925      1202 W. Ajo                     Tucson          AZ
6929      9491 E. 22nd St.                Tucson          AZ
6931      3780 W. Magee Rd.               Tucson          AZ
6900      201 N. Haskell                  Wilcox          AZ
6917      3559 E. University              Mesa            AZ
6904      7630 E. McDowell Rd.            Scottsdale      AZ
6909      3301 N. Hayden Rd.              Scottsdale      AZ
6916      1951 E. Baseline                Gilbert         AZ
6910      7450 W. Thomas Rd.              Phoenix         AZ
7553      2504 Broadway SE                Albuquerque     NM
6907      1405 E. Ash                     Globe           AZ
6903      2120 Hwy. 60/70                 Miami           AZ
6927      4479 W. Ina Rd.                 Tucson          AZ
7442      3501 Isleta Blvd., SW           Albuquerque     NM
7291      Hwy. 371                        Thoreau         NM
7111      20329 Hwy 160 West              Durango         CO
7219      138 W. Main, Hwy. 60            Springerville   AZ
6829      4740 E. Dynamite Blvd.          Cave Creek      AZ
6001      7035 North 35th Avenue          Phoenix         AZ
6802      1143 North Ellsworth Road       Mesa            AZ
6811      7810 North Silverbell Road      Marana          AZ
6812      10505 North Oracle Road         Oro Valley      AZ
6813      12885 North Oracle Road         Oro Valley      AZ
6901      825 Monroe                      Buckeye         AZ
6912      5103 West Peoria                Glendale        AZ
6919      4180 West Ina Road              Tucson          AZ
6926      6500 South 12th Avenue          Tucson          AZ
6930      2750 South Kolb Road            Tucson          AZ
6051      4335 Highway 64                 Kirtland        NM
6928      6608 E. Main                    Mesa            AZ
7150      2401 Main Ave.                  Durango         CO
7559      435 Bosque Farms Blvd.          Bosque Farms    NM
7185      510 N. 666                      Gallup          NM
933       Greenfield @ Warner             Gilbert         AZ
803       I-10 @ Palo Verde - Raw Land    Phoenix         AZ
31-X      Southern - Raw Land             Albuquerque     NM
19        Tanque Verde@Houghton-Raw Land  Tucson          AZ
806/22    22nd Street & Prudence-Raw Land Tucson          AZ
841       Elmore Property - Hwy 160 East  Durango         CO
27-X      6104 Academy NE                 Albuquerque     NM
800       Behind #48, NM SR 147           Cuba            NM
T.C.X.    Jamestown Excess Property       Gallup          NM
6052      Hwy 66                          Milan           NM
          Travel Center                   Jamestown       NM
          Kingman - Raw Land
          Safford - Raw Land
          91st and Bell - Raw land
          Headquarters                    Scottsdale      AZ
          Jomax - Raw Land                Scottsdale      AZ
          Tamarron Condos                 Durango         CO




<PAGE>
                            SCHEDULE 8.05

                 CERTAIN PERMITTED INDEBTEDNESS

1.  The Company and Giant Arizona:

    DESCRIPTION                    BALANCE

    Miscellaneous               $  500,000 (estimate)

    TOTAL                       $  500,000
                                ==========
2.  Phoenix:

    DESCRIPTION                           BALANCE

    David G. & Judith G. Scott         $   63,740.77

    Chrysler Credit Corporation        $    6,869.29
    Capital Lease

    Naumann Hobbs                      $    8,225.82
    Capital Lease                      -------------
                                       $   78,835.88
                                       =============

3.  Obligations of Giant Four Corners, Inc. under the Master
    Lease and Option Agreement executed pursuant to, and in the
    form attached as Exhibit B to, the Definitive Agreement dated
    April 18, 1997 by and between Giant Four Corners, Inc. as
    "Buyer" and Thriftway Marketing Corp. and Clayton Investment
    Company, collectively as "Seller", and the Associated
    Purchase and Sale Agreements to such Definitive Agreement,
    not to exceed $6,702,831.72 in the aggregate, such
    obligations to be guaranteed by Giant Arizona.

4.  The Company is Issuer of, and the Subsidiaries that are
    Guarantors hereunder are Guarantors of, the $150,000,000 9%
    Senior Subordinated Notes Due 2007, pursuant to the Indenture
    dated as of August 26,1997.

5.  The Company is Issuer of, and the Subsidiaries that are
    Guarantors hereunder are Guarantors of, the $200,000,000 11%
    Senior Subordinated Notes Due 2012, pursuant to Indenture
    dated as of May 14, 2002.

6.  Surety Bonds up to a maximum of $15,000,000. (See attached
    Listing)



<PAGE>
<TABLE>
<CAPTION>
Date    Type of Bond                                            Number          Limit
<S>     <C>                                                     <C>            <C>
1-1     Nevada License - Special Fuel Supplier                  400SP7743      $383,600
1-1     Nevada Excise Tax - Fuel Tax                            400SP7744      $502,900
1-1     Aviation, Liquid use and Motor Vehicle Fuel Bond        SK1590         $100,000
1-1     Aviation, Liquid use and Motor Vehicle Fuel Bond - PF   SK1591         $100,000
1-8     Nevada - Motor Fuel Bond                                400SP7745      $1,000
1-12    Reservation Business Bond #756                          SK1576         $10,000
1-12    Performance Bond #756                                   SK1577         $8,400
1-12    Reservation Business Bond #7233                         SK1578         $10,000
1-12    Reservation Business Bond #7251                         SK1579         $10,000
1-12    Reservation Business Bond #7252                         SK1580         $10,000
1-12    Reservation Business Bond #7255                         SK1586         $10,000
1-12    Reservation Business Bond #7263                         SK1587         $10,000
1-12    Reservation Business Bond #7266                         SK1588         $10,000
1-12    Reservation Business Bond #7267                         SK1589         $10,000
1-25    Contract Postal Unit Bond #3106                         SK1582         $4,000
1-26    Reservation Business Bond #3106                         SK1584         $10,000
1-26    Reservation Business Bond #3107                         400KA2115      $10,000
1-26    Reservation Business Bond #3108                         SK1583         $10,000
1-26    Reservation Business Bond #3105                         SK1585         $10,000
1-30    Reservation Bond #7225                                  KA2110         $10,000
1-30    Performance Bond #7225                                  KA2111         $10,000
1-30    Reservation Bond #3603                                  KA2112         $10,000
1-30    Performance Bond #3603                                  KA2113         $10,000
2-1     Performance Bond #3105                                  400KA2116      $16,500
2-1     Performance Bond #3106                                  400KA2117      $15,000
2-3     Performance Bond #7233                                  SK1575         $10,000
2-3     Performance Bond #7252                                  SK1595         $10,000
2-3     Performance Bond #7251                                  SK1596         $10,000
2-3     Performance Bond #7255                                  SK1597         $10,000
2-3     Performance Bond #7266                                  SK1598         $10,000
2-3     Performance Bond #7263                                  400KA2121      $10,000
2-3     Performance Bond #7267                                  400KA2122      $24,000
2-7     Fuel Distributor's License Bond                         SK1581         $600,000
2-7     Fuel Distributor's License Bond                         400KA2120      $1,000
2-10    Performance Bond #3107                                  400KA2118      $17,000
2-10    Performance Bond #3108                                  400KA2119      $19,500
2-28    Performance Bond #245                                   SK1592         $10,000
2-28    Performance Bond #254                                   SK1593         $10,000
2-28    Reservation Business Bond #7202                         SK1599         $10,000
2-28    Reservation Business Bond #7245                         SK1600         $10,000
2-28    Reservation Business Bond #7254                         SK1601         $10,000
2-28    Performance Bond #7202                                  SK1602         $10,000
3-3     Fuel Distributor's License Bond - PF                    SK1594         $5,000
3-8     Performance Bond, City of Chandler - PF                 SK1604         $5,000
3-16    Contract Postal Unit Bond #266                          SK1605         $3,000
3-16    Contract Postal Unit Bond #263                          SK1606         $2,500
3-17    Petroleum Weights and Measures                          SK1608         $1,000
3-28    US Dept. of Treasury Fuel Bond - PF                     SK1607         $200,000
4-10    Continuous Customs Bond - Yorktown                      I01127         $100,000
4-19    Foreign Trade Zone Bond - Yorktown                      I01128         $260,000
5-10    Virginia Natural Gas - Yorktown                         ST1623         $90,000
5-12    Wildlife Bond #7229                                     SK1611         $75,000
5-14    Fuel Tax Bond - Yorktown                                SK1603         $2,000,000
5-27    Purchase Livestock Bond #7265                           SK1614         $10,000
5-30    Performance Bond #7253                                  SK1613         $10,000
5-30    Dealers & Packers Bond #7265                            SK1612         $10,000
5-31    Motor Fuel Dealers/User/Seller - Yorktown               SK1624         $210,000
        Beginning Date 4-1
6-3     SRP Utility Bond                                        ST1624         $29,345
6-11    Utah-Motor Fuel Tax Bond                                SK1621         $35,000
6-16    Fish & Wildlife Bond                                    SK1619         $2,500
6-24    Tucson Electric Power Co.                               SK1616         $47,000
7-1     Utah, Fuel Tax Bond                                     SK1622         $35,000
7-10    New Mexico Weighmaster Bond                             SK1618         $1,000
7-10    Reservation Business Bond #7253                         SK1620         $10,000
7-19    City of Phoenix Surety Bond                             SK1615         $1,000
7-31    City of Mesa, Performance Bond - PF                                    $100,000
8-1     Motor Fuels Tax Bond - Yorktown                         ST1637         $2,000,000
8-9     Performance Bond #6812                                                 $5,210
8-9     Landscaping Performance Bond #6812                                     $30,552
8-9     Performance Bond #6802                                                 $16,600
8-13    Fish & Wildlife Bond #5109                              ST1627         $2,500
8-13    Fish & Wildlife Bond #7601                              ST1630         $2,500
8-13    Fish & Wildlife Bond #7266                              ST1628         $2,500
8-13    Fish & Wildlife Bond #3108                              ST1625         $2,500
8-13    Fish & Wildlife Bond #7204                              ST1626         $2,500
8-13    Fish & Wildlife Bond #7251                              ST1629         $2,500
8-27    Contract Postal Unit Bond - T.C.                        ST1613         $11,000
9-4     New Mexico Alcohol Server Training Bond                 ST1634         $5,000
9-26    Texas Gasoline/Diesel Fuel Bond - PF                    ST1631         $490,000
9-26    City of Mesa/Unified School Dist. Fuel Bond - PF                       $100,000
9-26    Texas Gasoline/Diesel Fuel Bond - PF                    ST1632         $330,000
9-27    New Mexico Damage Bond for Right of Way                 ST1633         $2,500
10-3    One-Well Plugging Bond- New Mexico                                     $30,000
10-17   Gasoline/Diesel Fuel Excess Tax - Oklahoma                             $100,000
11-15   Administrative Appeal Bond                                             $93,889.23
11-21   Surety Bond for Waste Mgt. - New Mexico                                $25,000
12-2    Navajo Reservation Business Bond #7601                                 $10,000
12-2    Navajo Reservation Business Bond #7249                                 $10,000
12-2    Navajo Reservation Business Bond #7269                                 $10,000
12-31   Landscaping Bond - Oro Valley                                          $27,516
12-31   Restoration Bond - Oro Valley                                          $55,238
12-31   Newmont Realty Bond - Guarantee Lease Agreement         400KA2114      $10,000

Total                                                                          $8,692,750.23
</TABLE>