EXHIBIT 10.2


                  FIRST AMENDMENT TO FOURTH AMENDED
                    AND RESTATED CREDIT AGREEMENT

    This FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT
AGREEMENT (this "Amendment") is entered into effective as of Augsut
4, 2005 (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, Swing Line Lender and as 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 Fourth Amended and Restated Credit
Agreement dated as of June 27, 2005, (the "Credit Agreement"); and

    WHEREAS, the Company desires to amend Section 8.05(d) of the
Credit Agreement, and Lenders are willing to do so;

    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.  Amendment to Section 8.05(d) of the Credit Agreement
(Limitations on Indebtednesss and Contingent Obligations).  Section
8.05(d) of the Credit Agreement is hereby amended by deleting
"$15,000,000" and inserting "$25,000,000".

    SECTION 2.  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 has occurred and is
continuing.

    (d)  No approval, consent, exemption, authorization or other action
by, or notice to, or filing 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 other 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 3.  Conditions of Effectiveness.  The amendment to the Credit
Agreement set forth this Amendment shall be effective on the Amendment
Effective Date, provided that the Administrative Agent shall have
received:

    (a)  counterparts of this Amendment duly executed by the Company, the
Loan Parties, the Administrative Agent, and the Majority Lenders;

    (b)  such other documents as the Administrative Agent may require in
connection with the foregoing.

    SECTION 4.  Costs.  The Company agrees to pay on demand reasonable
Attorney Costs of the Administrative Agent and all other costs and
expenses of the Administrative Agent, in connection with the preparation,
execution and delivery of this Amendment and any other documents executed
in connection therewith.

    SECTION 5.  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 Obligations.

    SECTION 6.  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.

    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.


                   [SIGNATURES BEGIN ON NEXT PAGE]



<PAGE>
    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/ MARK B. COX
                                   --------------------------------
                                   Mark B. Cox
                                   Executive Vice President
                                   and Chief Financial Officer






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



<PAGE>
                                BANK OF AMERICA, N.A., as
                                Administrative Agent

                                By  /s/ RENITA M. CUMMINGS
                                  ---------------------------------
                                  Renita M. Cummings
                                  Assistant Vice President



                                BANK OF AMERICA, N.A., as a Lender,
                                Issuing Bank and Swing Line Lender


                                By  /s/ ZEWDITU MENELIK
                                  ---------------------------------
                                  Zewditu Menelik
                                  Vice President






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




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                                BNP PARIBAS, as a Lender


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



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






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




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                                UBS LOAN FINANCE LLC, as a Lender



                                By  /s/
                                  ---------------------------------





                                By  /s/
                                  ---------------------------------







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





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                                WELLS FARGO BANK, N.A., as a Lender



                                By  /s/ TIM GREEN
                                  ---------------------------------
                                  Name:  Tim Green
                                  Title: Portfolio Manager






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





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                                BANK OF SCOTLAND, as a Lender



                                By  /s/ AMENA NABI
                                  ---------------------------------
                                  Name:  Amena Nabi
                                  Title: Assistant Vice President






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





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                                COMERICA BANK, as a Lender



                                By  /s/ THOMAS CARTER WADDELL
                                  ---------------------------------
                                  Name:  Thomas Carter Waddell
                                  Title: Vice President






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





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                                FORTIS CAPITAL CORP., as a Lender



                                By  /s/ CASEY LOWARY
                                  ---------------------------------
                                  Name:  Casey Lowary
                                  Title: Senior Vice President


                                By  /s/ DARRELL HOLLEY
                                  ---------------------------------
                                  Name:  Darrell Holley
                                  Title: Managing Director




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





<PAGE>
                                PNC BANK, NATIONAL ASSOCIATION, as a
                                Lender



                                By  /s/ MARC MUEHLEMANN
                                  ---------------------------------
                                  Name:  Marc Muehlemann
                                  Title: Vice President






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





<PAGE>
                                RZB FINANCE LLC, as a Lender



                                By  /s/ JOHN A. VALISKA
                                  ---------------------------------
                                  Name:  John A. Valiska
                                  Title: First Vice President



                                By  /s/ CHRISTOPH HOEDL
                                  ---------------------------------
                                  Name:  Christoph Hoedl
                                  Title: Group Vice President






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





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                                HIBERNIA NATIONAL BANK, as a Lender



                                By  /s/ CORWIN DUPREE
                                  ---------------------------------
                                  Name:  Corwin Dupree
                                  Title:  Vice President






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





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                                NATEXIS BANQUES POPULAIRES, as a
                                Lender



                                By  /s/ LOUIS P. LAVILLE, III
                                  ---------------------------------
                                  Name:  Louis P. Laville, III
                                  Title: Vice President / Manager



                                By  /s/ DANIEL PAYER
                                  ---------------------------------
                                  Name:  Daniel Payer
                                  Title:  Vice President






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





<PAGE>
                                U.S. BANK NATIONAL ASSOCIATION, as a
                                Lender



                                By  /s/ KATHRYN A. GAITER
                                  ---------------------------------
                                  Name:  Kathryn A. Gaiter
                                  Title: Vice President






THIS IS A SIGNATURE PAGE TO THE GIANT INDUSTRIES, INC. FIRST AMENDMENT TO
              FOURTH 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, 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.,
                          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
                          as Loan Parties



                          By: /s/ MARK COX
                             ------------------------------
                          Name:  Mark Cox
                                 in each case, as Executive Vice
                                 President and Chief Financial Officer

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