EXHIBIT 4.3

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

     WHEREAS, Giant Industries, Inc. (the "Corporation") has adopted and
subsequently amended and restated the Giant Industries, Inc. & Affiliated
Companies 401(k) Plan (the "Plan"), in the form of The CORPORATEplan for
RetirementSM Profit Sharing/401(k) Plan Fidelity Basic Plan Document No. 02
(a prototype plan sponsored by Fidelity Management and Research Corporation),
by executing an Adoption Agreement, effective June 24, 2003; and

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

     NOW THEREFORE,

1.   Effective July 1, 2003 Section 1.04(b)(2) of the Adoption Agreement is
amended, by deleting the following at its conclusion:

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

2.   Effective July 1, 2003 Sections 1.04(b)(2)(A) and (B) are amended as
shown on page 2 of the attachment.

3.   Effective July 1, 2003 Sections 1.04(e)(1) and (2) are amended as shown
on page 3 of the attachment.

     IN WITNESS WHEREOF the Employer has caused this amendment to be executed
this 27th day of June, 2003, by its duly authorized officer, effective July
1, 2003.

                             GIANT INDUSTRIES, INC.



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


<PAGE>





                        Attachment to Second Amendment



                             THE CORPORATEPLAN
                             FOR RETIREMENTSM


                       (Profit Sharing/401(k) Plan)

                         A Fidelity Prototype Plan


                Non-Standardized Adoption Agreement No. 001
                              For use With
                    Fidelity Basic Plan Document No. 02






Plan Number:  40292                                           Non-Std PS Plan
The CORPORATEplan for RetirementSM                                 12/05/2001

                                2001 FMR Corp.
                            All rights reserved.


<PAGE>
                            ADOPTION AGREEMENT
                                ARTICLE 1
             NON-STANDARDIZED PROFIT SHARING/401(K) PLAN

1.01   PLAN INFORMATION

     (a)   Name of Plan:

           This is the Giant Industries, Inc. & Affiliated Companies 401(k)
           Plan (the "Plan")









































































1.04   COVERAGE

All Employees who meet the conditions specified below shall be eligible to
participate in the Plan:

(a)   Age Requirement (check one):

      (1)  [x]  no age requirement.

      (2)  [ ]  must have attained age:_____ (not to exceed 21).

(b)   Eligibility Service Requirement

      (1)  Eligibility to Participate in Plan (check one):

           (A) [ ]  no Eligibility Service requirement.

           (B) [ ]  _____(not to exceed 11) months of Eligibility Service
                    requirement (no minimum number Hours of Service can be
                    required).

           (C) [X]  one year of Eligibility Service requirement (at least
                    1,000 Hours of Service are required during the
                    Eligibility Computation Period).

           (D) [ ]  two years of Eligibility Service requirement (at least
                    1,000 Hours of Service are required during each
                    Eligibility Computation Period).  (Do not select if
                    Option 1.01(b)(1), 401(k) Only, is checked, unless a
                    different Eligibility Service requirement applies to
                    Deferral Contributions under Option 1.04(b)(2).)

               Note:  If the Employer selects the two year Eligibility
               Service requirement, then contributions subject to such
               Eligibility Service requirement must be 100% vested when made.

      (2)  [x] Special Eligibility Service requirement for Deferral
               Contributions and/or Matching Employer Contributions:

           (A) The special Eligibility Service requirement applies to (check
               the appropriate box(es)):

               (i)  [x]  Deferral Contributions.

               (ii) [ ]  Matching Employer Contributions.


            (B)   The special Eligibility Service requirement is: (A) (Fill
                  in (A), (B), or (C) from Subsection 1.04(b)(1) above).

(c)   Eligible Class of Employees (check one):

      Note:  The Plan may not cover employees who are residents of Puerto
      Rico.  These employees are automatically excluded from the eligible
      class, regardless of the Employer's selection under this Subsection
      1.04(c).

      (1)  [ ]  includes all Employees of the Employer.

      (2)  [x]  includes all Employees of the Employer except for (check the
                appropriate box(es)):

                (A) [x] employees covered by a collective bargaining
                        agreement.

                (B) [ ] Highly Compensated Employees as defined in Code
                        Section 414(q).

                (C) [x] Leased Employees as defined in Subsection 2.01(cc).

                (D) [x] nonresident aliens who do not receive any earned
                        income from the Employer which constitutes United
                        States source income.

                (E) [x] other: An employee who is classified by the Employer
                        as an employee of Giant Yorktown, Inc.

                    Note: The Employer should exercise caution when excluding
                    employees from participation in the Plan.  Exclusion of
                    employees may adversely affect the Plan's satisfaction of
                    the minimum coverage requirements, as provided in Code
                    Section 410(b).

(d)   The Entry Dates shall be (check one):

      (1)  [ ]  immediate upon meeting the eligibility requirements specified
                in Subsections 1.04(a), (b), and (c).

      (2)  [x]  the first day of each Plan Year and the first day of the
                seventh month of each Plan Year.

      (3)  [ ]  the first day of each Plan Year and the first day of the
                fourth, seventh, and tenth months of each Plan Year.

      (4)  [ ]  the first day of each month.

      (5)  [ ]  the first day of each Plan Year. (Do not select if there is
                an Eligibility Service requirement of more than six months in
                Subsection 1.04(b) or if there is an age requirement of more
                than 20 1/2 in Subsection 1.04(a).)

(e)   [x] Special Entry Date(s) - In addition to the Entry Dates specified in
          Subsection 1.04(d) above, the following special Entry Date(s) apply
          for Deferral and/or Matching Employer Contributions. (Special Entry
          Dates may only be selected if Option 1.04(b)(2), special
          Eligibility Service requirement, is checked.  The same Entry Dates
          must be selected for contributions that are subject to the same
          Eligibility Service requirements.)

      (1) The special Entry Date(s) shall apply to (check the appropriate
          box(es)):

          (A) [x]  Deferral Contributions.

          (B) [ ]  Matching Employer Contributions.

      (2) The special Entry Date(s) shall be: (1)  (Fill in (1), (2), (3),
          (4), or (5) from Subsection 1.04(d) above).

(f)   Date of Initial Participation - An Employee shall become a Participant
      unless excluded by Subsection 1.04(c) above on the Entry Date
      immediately following the date the Employee completes the service and
      age requirement(s) in Subsections 1.04(a) and (b), if any, except
      (check one):

      (1) [x]  no exceptions.

      (2) [ ]  Employees employed on the Effective Date in Subsection
               1.01(g)(1) or (2) shall become Participants on that date.

      (3) [ ]  Employees who meet the age and service requirement(s) of
               Subsections 1.04(a) and (b) on the Effective Date in
               Subsection 1.01(g)(1) or (2) shall become Participants on that
               date.














































































































<PAGE>
                         AMENDMENT EXECUTION PAGE


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

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

    Section Amended                  Page                 Effective Date

1.04(b)(2)(A)                4                                7/1/03
1.04(b)(2)(B)                4                                7/1/03
1.04(e)(1) and 1.04(e)(2)    5                                7/1/03
1.04(b)(2)                   4 (see attached amendment)       7/1/03




















IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed
this 27th day of June, 2003.


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

Accepted by:

Fidelity Management Trust Company, as Trustee

By:  /s/ JOAN M. BERNING                  Date:  7/1/03
   ----------------------------------          -----------------------------
Title:  Authorized Signatory
      -------------------------------


<PAGE>
EXECUTION PAGE (FIDELITY'S COPY)

This Agreement shall be effective upon execution by both parties.  By
executing this Agreement, the parties agree to terms and conditions contained
in the Agreement and the following attached Appendices:

                                           Original
Service Agreement                       Effective Date  Revision Date(s)
Articles I and II                          01/01/1996
Appendix A - Investment Schedule
             and Services
Appendix B - Enrollment and
             Education Services
Appendix C - Contribution Processing
             Services
Appendix D - Loan and Withdrawal
             Services
Appendix E - Compliance Services
Appendix F - Miscellaneous Additional
             Services                                    07/01/2003

In witness whereof, the parties hereto have caused this Agreement to be
executed by their duly authorized officers.

Employer:                            Employer:

/s/ NATALIE R. DOPP
-------------------------------      -------------------------------
(Signature)                          (Signature)
Natalie R. Dopp
-------------------------------      -------------------------------
(Print Name)                         (Print Name)
VP, Human Resources
-------------------------------      -------------------------------
(Title)                              (Title)
6/27/03
-------------------------------      -------------------------------
(Date)                               (Date)

Note: Only one authorized signature is required to execute this Agreement
unless the Employer's corporate policy mandates two authorized signatures.

Fidelity Management Trust Company:

/s/ JOAN M. BERNING
-------------------------------
(Signature)
Joan M. Berning
-------------------------------
(Print Name)
Authorized Signatory
-------------------------------
(Title)
7/1/03
-------------------------------
(Date)


<PAGE>
EXECUTION PAGE (EMPLOYER'S COPY)

This Agreement shall be effective upon execution by both parties.  By
executing this Agreement, the parties agree to terms and conditions contained
in the Agreement and the following attached Appendices:

                                           Original
Service Agreement                       Effective Date  Revision Date(s)
Articles I and II                          01/01/1996
Appendix A - Investment Schedule
             and Services
Appendix B - Enrollment and
             Education Services
Appendix C - Contribution Processing
             Services
Appendix D - Loan and Withdrawal
             Services
Appendix E - Compliance Services
Appendix F - Miscellaneous Additional
             Services                                    07/01/2003

In witness whereof, the parties hereto have caused this Agreement to be
executed by their duly authorized officers.

Employer:                            Employer:

/s/ NATALIE R. DOPP
-------------------------------      -------------------------------
(Signature)                          (Signature)
Natalie R. Dopp
-------------------------------      -------------------------------
(Print Name)                         (Print Name)
VP, Human Resources
-------------------------------      -------------------------------
(Title)                              (Title)
6/27/03
-------------------------------      -------------------------------
(Date)                               (Date)

Note: Only one authorized signature is required to execute this Agreement
unless the Employer's corporate policy mandates two authorized signatures.

Fidelity Management Trust Company:

/s/ JOAN M. BERNING
-------------------------------
(Signature)
Joan M. Berning
-------------------------------
(Print Name)
Authorized Signatory
-------------------------------
(Title)
7/1/03
-------------------------------
(Date)


<PAGE>
APPENDIX F - MISCELLANEOUS

The provision(s) as identified in this Appendix F shall supercede the
referenced provision(s) of this Agreement, subject to the terms and
conditions contained herein.  For provision(s) below identified as exceptions
to the Plan (requiring an amendment to the CORPORATEplan for RetirementSM),
the Employer hereby agrees to obtain a favorable determination letter on the
Plan from the Internal Revenue Service.


Title:         Amendment to Compensation
Description:   The Employer will provide an amendment that excludes any
               amount realized from the exercise of qualified or
               nonqualified stock options and any Compensation for the
               portion of the Plan Year during which the employee is
               classified by the Employer as an employee of Giant Yorktown,
               Inc. from the definition of Compensation.

                                         Exception Fee:  Fee Waived

Fidelity hereby agrees to allow an amendment to the CORPORATEplan for
RetirementSM to incorporate a Plan provision to accomplish the above stated
purpose.  Amending the Plan to add such a provision will make the Plan
individually designed and the Employer hereby agrees to accept all
consequences of such a designation (see attached).


Title:         Change to Loan Policy in Appendix D
Description:   Participant will be permitted to initiate up to two loans in
               a given plan year.  While Fidelity will produce Participant
               communication materials and forms for use by the Employer,
               the Employer must provide any necessary language summarizing
               this provision as well as identify which materials and forms
               would use this language.

                                         Exception Fee:  Fee Waived

Title:         Change to Loan Policy in Appendix D
Description:   Loan availability is to be computed based on the entire
               account balance except for the Non-Elective Employer
               Contribution Stock (EMPLOYER CONTRIB STOCK SOURCE) and the
               ESOP Transfer Stock (TRANSFER ASSETS STOCK SOURCE) accounts
               and is to be withdrawn from those same accounts.  While
               Fidelity will produce Participant communication materials
               and forms for use by the Employer, the Employer must provide
               any necessary language summarizing this provision as well as
               identify which materials and forms would use this language.

                                         Exception Fee:  Fee Waived

Title:         Amendment to Investment Direction
Description:   The Employer will provide an amendment that allows for
               Employer investment direction for one of the Non-Elective
               Employer Contribution account and Employee Investment
               direction from the other Non-Elective Employer Contribution
               account.

                                         Exception Fee:  Fee Waived

Fidelity hereby agrees to allow an amendment to the CORPORATEplan for
RetirementSM to incorporate a Plan provision to accomplish the above stated
purpose.  Amending the Plan to add such a provision will make the Plan
individually designed and the Employer hereby agrees to accept all
consequences of such a designation (see attached).


Title:          Amendment to Non-Elective Employer Contribution
Description:    The Employer will provide an amendment that allows it to
                decide upon funding of each contribution if the Employer or
                Employee will direct investment.

                                         Exception Fee:  Fee Waived

Fidelity hereby agrees to allow an amendment to the CORPORATEplan for
RetirementSM to incorporate a Plan provision to accomplish the above stated
purpose.  Amending the Plan to add such a provision will make the Plan
individually designed and the Employer hereby agrees to accept all
consequences of such a designation (see attached).


Title:           Amendment to Investment Direction
Description:     The Employer will provide an amendment that allows for
                 employee investment direction in all restricted accounts
                 upon attaining either age 55 and 10 years of service, or
                 age 59.5.

                                         Exception Fee:  Fee Waived

Fidelity hereby agrees to allow an amendment to the CORPORATEplan for
RetirementSM to incorporate a Plan provision to accomplish the above stated
purpose.  Amending the Plan to add such a provision will make the Plan
individually designed and the Employer hereby agrees to accept all
consequences of such a designation (see attached).



<PAGE>
                       Attachment to Appendix F
                               of the
           CORPORATEplan for RetirementSM Service Agreement



Article II, Section 2 of the CORPORATEplan for RetirementSM Service Agreement
provides that the Employer may not add, delete, or modify the CORPORATEplan
for RetirementSM prototype documents in any way without the written consent
of Fidelity.  In Appendix F of the CORPORATEplan for RetirementSM  Service
Agreement, Fidelity gave its written consent that this provision be waived
solely for the purpose of allowing the company to make a certain amendment to
the prototype plan.  The Employer will be responsible for drafting the
amendment to which reference is made in Appendix F.  As a result of this
amendment, the Employer's Plan will not be able to rely on the opinion letter
Fidelity received from the IRS for the CORPORATEplan for RetirementSM with
respect to the Employer's Plan.  The Employer's Plan will be individually
designed, and the Employer will incur the 'user' fee for an individually
designed plan instead of the fee for a prototype plan in filing for an IRS
determination letter.  The Employer will be responsible for the continuing
qualification of the plan, including amending it to comply with the required
Internal Revenue Service guidelines.  Fidelity will provide the Employer with
a copy of any model amendments or updates to the Fidelity Prototype plan. The
Employer shall be responsible for retaining the provision allowed by Appendix
F (if so desired) in any restated version of the Fidelity Prototype Plan
adopted by the Employer.  While Fidelity will generate a Summary Plan
Description for the Employer's Plan, the Employer must provide any necessary
language summarizing the amendment.  Finally, the Employer must give Fidelity
the opportunity to review any other amendment that the Employer proposes to
the Plan, allowing Fidelity to approve or reject the amendment based upon its
impact on the operation of the Plan.