---



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



FORM 10-Q



(Mark
One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2005



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from  to



Commission File No. 333-35083



---



LOGO UNITED REFINING COMPANY

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Pennsylvania                                                   |  | 25-1411751                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|15 Bradley Street Warren, Pennsylvania                         |  | 16365                               
|(address of principal executive office)                        |  | (Zip Code)                          



814-723-1500

Registrants telephone number, including area code



---



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.



|                         |  |                    |  |                         
|------------------------ |  | ------------------ |  | ------------------------
|Large accelerated filer ̈ |  | Accelerated filer ̈ |  | Non-accelerated filer  x



Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x



Number of shares outstanding of Registrants Common Stock as of January 17, 2006: 100.



---



---

TABLE OF ADDITIONAL REGISTRANTS



|                                                   |  |                                              |  |                                   |  |                       
|-------------------------------------------------- |  | -------------------------------------------- |  | --------------------------------- |  | ----------------------
|Name                                               |  | State of Other Jurisdiction of Incorporation |  | IRS EmployerIdentification Number |  | Commission File Number
|Kiantone Pipeline Corporation                      |  | New York                                     |  | 25-1211902                        |  | 333-35083-01          
|Kiantone Pipeline Company                          |  | Pennsylvania                                 |  | 25-1416278                        |  | 333-35083-03          
|United Refining Company of Pennsylvania            |  | Pennsylvania                                 |  | 25-0850960                        |  | 333-35083-02          
|United Jet Center, Inc.                            |  | Delaware                                     |  | 52-1623169                        |  | 333-35083-06          
|Kwik-Fill Corporation                              |  | Pennsylvania                                 |  | 25-1525543                        |  | 333-35083-05          
|Independent Gas and Oil Company of Rochester, Inc. |  | New York                                     |  | 06-1217388                        |  | 333-35083-11          
|Bell Oil Corp.                                     |  | Michigan                                     |  | 38-1884781                        |  | 333-35083-07          
|PPC, Inc.                                          |  | Ohio                                         |  | 31-0821706                        |  | 333-35083-08          
|Super Test Petroleum, Inc.                         |  | Michigan                                     |  | 38-1901439                        |  | 333-35083-09          
|Kwik-Fil, Inc.                                     |  | New York                                     |  | 25-1525615                        |  | 333-35083-04          
|Vulcan Asphalt Refining Corporation                |  | Delaware                                     |  | 23-2486891                        |  | 333-35083-10          
|Country Fair, Inc.                                 |  | Pennsylvania                                 |  | 25-1149799                        |  | 333-35083-12          



2



---

|         |  |                                                                                                   |  |        
|-------- |  | ------------------------------------------------------------------------------------------------- |  | -------
|         |  |                                                                                                   |  | PAGE(S)
|PART I.  |  | FINANCIAL INFORMATION                                                                             |  |        
|         |  |                                                                                                  
|Item 1.  |  | Financial Statements                                                                              |  |        
|         |  |                                                                                                  
|         |  | Consolidated Balance Sheets  November 30, 2005 (unaudited) and August 31, 2005                   |  | 4      
|         |  |                                                                                                  
|         |  | Consolidated Statements of Operations  Three Months Ended November 30, 2005 and 2004 (unaudited) |  | 5      
|         |  |                                                                                                  
|         |  | Consolidated Statements of Cash Flows  Three Months Ended November 30, 2005 and 2004 (unaudited) |  | 6      
|         |  |                                                                                                  
|         |  | Notes to Consolidated Financial Statements (unaudited)                                            |  | 7-13   
|         |  |                                                                                                  
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations             |  | 14-21  
|         |  |                                                                                                  
|Item 3.  |  | Quantitative and Qualitative Disclosures about Market Risk                                        |  | 21     
|         |  |                                                                                                  
|Item 4.  |  | Controls and Procedures                                                                           |  | 21     
|         |  |                                                                                                  
|PART II. |  | OTHER INFORMATION                                                                                 |  | 22     
|         |  |                                                                                                  
|Item 1.  |  | Legal Proceedings(None)                                                                           |  | 22     
|         |  |                                                                                                  
|Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds(None)                                 |  | 22     
|         |  |                                                                                                  
|Item 3.  |  | Defaults Upon Senior Securities(None)                                                             |  | 22     
|         |  |                                                                                                  
|Item 4.  |  | Submission of Matters to a Vote of Security Holders(N/A)                                          |  | 22     
|         |  |                                                                                                  
|Item 5.  |  | Other Information(None)                                                                           |  | 22     
|         |  |                                                                                                  
|Item 6.  |  | Exhibits                                                                                          |  | 22     



|             |  |                                                                                                                                                                              
|------------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 31.1 |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                           
|             | 
|Exhibit 31.2 |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                           
|             | 
|Exhibit 32.1 |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002



3



---

UNITED REFINING COMPANY AND SUBSIDIARIES



CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)



|                                                                                           |  |                             |         |   |                |   |         |  
|------------------------------------------------------------------------------------------ |  | --------------------------- | ------- | - | -------------- | - | ------- | -
|                                                                                           |  | November 30,2005(Unaudited) |         |   | August 31,2005 |  
|Assets                                                                                     |  |                             |         |   |                |   |         |  
|Current:                                                                                   |  |                             |         |   |                |   |         |  
|Cash and cash equivalents                                                                  |  | $                           | 19,472  |   |                | $ | 43,204  |  
|Accounts receivable, net                                                                   |  |                             | 49,830  |   |                |   | 69,581  |  
|Inventories                                                                                |  |                             | 119,878 |   |                |   | 73,136  |  
|Prepaid expenses and other assets                                                          |  |                             | 33,272  |   |                |   | 17,521  |  
|                                                                                           |  |                             |         |   |                |   |         |  
|Total current assets                                                                       |  |                             | 222,452 |   |                |   | 203,442 |  
|Property, plant and equipment, net                                                         |  |                             | 186,185 |   |                |   | 183,643 |  
|Investment in affiliated company                                                           |  |                             | 2,311   |   |                |   | 1,709   |  
|Deferred financing costs, net                                                              |  |                             | 6,544   |   |                |   | 6,769   |  
|Goodwill                                                                                   |  |                             | 1,349   |   |                |   | 1,349   |  
|Tradename                                                                                  |  |                             | 10,500  |   |                |   | 10,500  |  
|Amortizable intangible assets, net                                                         |  |                             | 3,136   |   |                |   | 3,284   |  
|Deferred turnaround costs and other assets, net                                            |  |                             | 7,313   |   |                |   | 8,141   |  
|                                                                                           |  |                             |         |   |                |   |         |  
|                                                                                           |  | $                           | 439,790 |   |                | $ | 418,837 |  
|                                                                                           |  |                             |         |   |                |   |         |  
|Liabilities and Stockholders Equity                                                       |  |                             |         |   |                |   |         |  
|Current:                                                                                   |  |                             |         |   |                |   |         |  
|Current installments of long-term debt                                                     |  | $                           | 267     |   |                | $ | 304     |  
|Accounts payable                                                                           |  |                             | 58,888  |   |                |   | 49,638  |  
|Accrued liabilities                                                                        |  |                             | 21,821  |   |                |   | 17,112  |  
|Income tax payable                                                                         |  |                             | 4,676   |   |                |   | 1,968   |  
|Sales, use and fuel taxes payable                                                          |  |                             | 17,088  |   |                |   | 20,541  |  
|Deferred income taxes                                                                      |  |                             | 4,112   |   |                |   | 4,112   |  
|Amounts due to affiliated companies, net                                                   |  |                             | 1,194   |   |                |   | 711     |  
|                                                                                           |  |                             |         |   |                |   |         |  
|Total current liabilities                                                                  |  |                             | 108,046 |   |                |   | 94,386  |  
|Long term debt: less current installments                                                  |  |                             | 226,784 |   |                |   | 226,837 |  
|Deferred income taxes                                                                      |  |                             | 4,261   |   |                |   | 2,760   |  
|Deferred gain on settlement of pension plan obligations                                    |  |                             | 646     |   |                |   | 700     |  
|Deferred retirement benefits                                                               |  |                             | 43,575  |   |                |   | 42,023  |  
|Other noncurrent liabilities                                                               |  |                             | 1,007   |   |                |   | 1,258   |  
|                                                                                           |  |                             |         |   |                |   |         |  
|Total liabilities                                                                          |  |                             | 384,319 |   |                |   | 367,964 |  
|                                                                                           |  |                             |         |   |                |   |         |  
|Commitments and contingencies                                                              |  |                             |         |   |                |   |         |  
|Stockholders equity:                                                                      |  |                             |         |   |                |   |         |  
|Common stock; $.10 par value per share  shares authorized 100; issued and outstanding 100 |  |                             |        |   |                |   |        |  
|Additional paid-in capital                                                                 |  |                             | 16,648  |   |                |   | 16,648  |  
|Retained earnings                                                                          |  |                             | 45,529  |   |                |   | 40,931  |  
|Accumulated other comprehensive loss                                                       |  |                             | (6,706  | ) |                |   | (6,706  | )
|                                                                                           |  |                             |         |   |                |   |         |  
|Total stockholders equity                                                                 |  |                             | 55,471  |   |                |   | 50,873  |  
|                                                                                           |  |                             |         |   |                |   |         |  
|                                                                                           |  | $                           | 439,790 |   |                | $ | 418,837 |  
|                                                                                           |  |                             |         |   |                |   |         |  



4



---

UNITED REFINING COMPANY AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)

(in thousands)



|                                             |  |                                |         |   |      |   |         |  
|-------------------------------------------- |  | ------------------------------ | ------- | - | ---- | - | ------- | -
|                                             |  | Three Months EndedNovember 30, |        
|                                             |  | 2005                           |         |   | 2004 |  
|Net sales                                    |  | $                              | 573,992 |   |      | $ | 426,053 |  
|Costs of goods sold                          |  |                                | 521,972 |   |      |   | 378,445 |  
|                                             |  |                                |         |   |      |   |         |  
|Gross profit                                 |  |                                | 52,020  |   |      |   | 47,608  |  
|                                             |  |                                |         |   |      |   |         |  
|Expenses:                                    |  |                                |         |   |      |   |         |  
|Selling, general and administrative expenses |  |                                | 31,379  |   |      |   | 28,139  |  
|Depreciation and amortization expenses       |  |                                | 3,289   |   |      |   | 3,342   |  
|                                             |  |                                |         |   |      |   |         |  
|Total operating expenses                     |  |                                | 34,668  |   |      |   | 31,481  |  
|                                             |  |                                |         |   |      |   |         |  
|Operating income                             |  |                                | 17,352  |   |      |   | 16,127  |  
|                                             |  |                                |         |   |      |   |         |  
|Other income (expense):                      |  |                                |         |   |      |   |         |  
|Interest expense, net                        |  |                                | (6,023  | ) |      |   | (5,713  | )
|Other, net                                   |  |                                | 613     |   |      |   | (523    | )
|Equity in net earnings of affiliate          |  |                                | 602     |   |      |   | 206     |  
|                                             |  |                                |         |   |      |   |         |  
|                                             |  |                                | (4,808  | ) |      |   | (6,030  | )
|                                             |  |                                |         |   |      |   |         |  
|Income before income tax expense             |  |                                | 12,544  |   |      |   | 10,097  |  
|Income tax expense                           |  |                                | 5,106   |   |      |   | 4,034   |  
|                                             |  |                                |         |   |      |   |         |  
|Net income                                   |  | $                              | 7,438   |   |      | $ | 6,063   |  
|                                             |  |                                |         |   |      |   |         |  



5



---

UNITED REFINING COMPANY AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)

(in thousands)



|                                                                             |  |                                |         |   |      |   |         |  
|---------------------------------------------------------------------------- |  | ------------------------------ | ------- | - | ---- | - | ------- | -
|                                                                             |  | Three Months EndedNovember 30, |        
|                                                                             |  | 2005                           |         |   | 2004 |  
|Cash flows from operating activities:                                        |  |                                |         |   |      |   |         |  
|Net income                                                                   |  | $                              | 7,438   |   |      | $ | 6,063   |  
|                                                                             |  |                                |         |   |      |   |         |  
|Adjustments to reconcile net income to net cash used in operating activities |  |                                |         |   |      |   |         |  
|Depreciation and amortization                                                |  |                                | 4,463   |   |      |   | 4,334   |  
|Equity in net earnings of affiliate                                          |  |                                | (602    | ) |      |   | (206    | )
|Deferred income taxes                                                        |  |                                | 1,501   |   |      |   | 1,064   |  
|(Gain) loss on asset dispositions                                            |  |                                | (945    | ) |      |   | 64      |  
|Cash used in working capital items                                           |  |                                | (29,045 | ) |      |   | (27,369 | )
|Change in operating assets and liabilities:                                  |  |                                |         |   |      |   |         |  
|Other assets                                                                 |  |                                | (5      | ) |      |   |        |  
|Deferred retirement benefits                                                 |  |                                | 1,552   |   |      |   | 792     |  
|Other noncurrent liabilities                                                 |  |                                | (251    | ) |      |   | (903    | )
|                                                                             |  |                                |         |   |      |   |         |  
|Total adjustments                                                            |  |                                | (23,332 | ) |      |   | (22,224 | )
|                                                                             |  |                                |         |   |      |   |         |  
|Net cash used in operating activities                                        |  |                                | (15,894 | ) |      |   | (16,161 | )
|                                                                             |  |                                |         |   |      |   |         |  
|Cash flows from investing activities:                                        |  |                                |         |   |      |   |         |  
|Additions to property, plant and equipment                                   |  |                                | (5,912  | ) |      |   | (2,259  | )
|Additions to deferred turnaround costs                                       |  |                                | (44     | ) |      |   | (415    | )
|Proceeds from asset dispositions                                             |  |                                | 1,178   |   |      |   |        |  
|                                                                             |  |                                |         |   |      |   |         |  
|Net cash used in investing activities                                        |  |                                | (4,778  | ) |      |   | (2,674  | )
|                                                                             |  |                                |         |   |      |   |         |  
|Cash flows from financing activities:                                        |  |                                |         |   |      |   |         |  
|Net borrowings on revolving credit facility                                  |  |                                |        |   |      |   | 19,000  |  
|Principal reductions of long-term debt                                       |  |                                | (148    | ) |      |   | (190    | )
|Dividend to stockholder                                                      |  |                                | (2,840  | ) |      |   |        |  
|Deferred financing costs                                                     |  |                                | (72     | ) |      |   | (3      | )
|                                                                             |  |                                |         |   |      |   |         |  
|Net cash (used in) provided by financing activities                          |  |                                | (3,060  | ) |      |   | 18,807  |  
|                                                                             |  |                                |         |   |      |   |         |  
|Net decrease in cash and cash equivalents                                    |  |                                | (23,732 | ) |      |   | (28     | )
|Cash and cash equivalents, beginning of year                                 |  |                                | 43,204  |   |      |   | 11,552  |  
|                                                                             |  |                                |         |   |      |   |         |  
|Cash and cash equivalents, end of period                                     |  | $                              | 19,472  |   |      | $ | 11,524  |  
|                                                                             |  |                                |         |   |      |   |         |  
|Cash used in working capital items:                                          |  |                                |         |   |      |   |         |  
|Accounts receivable, net                                                     |  | $                              | 19,751  |   |      | $ | (1,445  | )
|Inventories                                                                  |  |                                | (46,742 | ) |      |   | (33,214 | )
|Prepaid expenses and other assets                                            |  |                                | (15,751 | ) |      |   | (11,115 | )
|Accounts payable                                                             |  |                                | 9,250   |   |      |   | 12,812  |  
|Accrued liabilities                                                          |  |                                | 4,709   |   |      |   | 2,784   |  
|Amounts due to affiliated companies, net                                     |  |                                | 483     |   |      |   | 871     |  
|Income taxes payable                                                         |  |                                | 2,708   |   |      |   | 2,991   |  
|Sales, use and fuel taxes payable                                            |  |                                | (3,453  | ) |      |   | (1,053  | )
|                                                                             |  |                                |         |   |      |   |         |  
|Total change                                                                 |  | $                              | (29,045 | ) |      | $ | (27,369 | )
|                                                                             |  |                                |         |   |      |   |         |  
|Cash paid during the period for:                                             |  |                                |         |   |      |   |         |  
|Interest                                                                     |  | $                              | 189     |   |      | $ | 412     |  
|Income taxes                                                                 |  | $                              | 588     |   |      | $ | 110     |  
|                                                                             |  |                                |         |   |      |   |         |  



6



---

UNITED REFINING COMPANY AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



|1. | Description of Business and Basis of Presentation
|-- | -------------------------------------------------



The consolidated financial statements include the accounts of United Refining Company and its subsidiaries, United Refining Company of Pennsylvania and
its subsidiaries, and Kiantone Pipeline Corporation (collectively, the Company). All significant intercompany balances and transactions have been eliminated in consolidation.



The Company is a petroleum refiner and marketer in its primary market area of Western New York and Northwestern
Pennsylvania. Operations are organized into two business segments: wholesale and retail.



The wholesale segment is responsible for the acquisition of crude oil, petroleum refining, supplying petroleum products to the retail segment and the marketing of petroleum products to wholesale and industrial
customers. The retail segment sells petroleum products under the Kwik Fill®, Citgo® and
Keystone® brand names through a network of
Company-operated retail units and convenience and grocery items through gasoline stations and convenience stores under the Red Apple Food Mart® and Country Fair® brand names.



The Company is a wholly-owned subsidiary of United Refining, Inc., a wholly-owned subsidiary of United Acquisition Corporation, which in turn is a
wholly-owned subsidiary of Red Apple Group, Inc. (the Parent).



The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with
the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial
statements. In the opinion of management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended November 30, 2005 are not
necessarily indicative of the results that may be expected for the year ending August 31, 2006. For further information, refer to the consolidated financial statements and footnotes thereto included in the Companys Form 10-K for the
fiscal year ended August 31, 2005.



|2. | Recent Accounting Pronouncements
|-- | --------------------------------



In November 2004, the Financial Accounting Standard Board (FASB) issued Statement No. 151, Inventory Costs (Statement 151).
Statement 151 amends prior guidelines for inventory pricing by clarifying that abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage) be recognized as current period charges regardless of magnitude. In
addition, Statement 151 requires that the allocation of fixed production overhead costs to the costs of conversion be based on the normal capacity of the production facilities.



The provisions of Statement 151 are effective for inventory costs incurred during fiscal years beginning after June 15,
2005. The adoption of Statement 151 did not have a material effect on the Companys financial position or results of operations.



In December 2004, the FASB issued Statement No 153, Exchange of Nonmonetary Assets (Statement 153). Statement 153 eliminates prior
guidance for nonmonetary transactions by eliminating the exception for nonmonetary exchanges of similar production assets and replaces it with a general exception for exchange of nonmonetary assets lacking commercial substance.



The provisions of Statement 153 are effective for nonmonetary asset exchanges
occurring in fiscal years beginning after June 15, 2005. The adoption of Statement 153 did not have a material effect on the Companys financial position or results of operations.



7



---

UNITED REFINING COMPANY AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



In May 2005, the FASB issued FASB Statement No. 154, Accounting Changes and Error
Corrections (Statement 154). Statement 154 requires companies to recognize changes in accounting principle, including changes required by a new accounting pronouncement when the pronouncement does not include specific transition
provisions, retrospectively to prior periods financial statements.



Statement 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company does not expect that the adoption of Statement 154 will have a
material effect on its financial position or results of operations.



|3. | Inventories
|-- | -----------



As of November 30, 2005 and August 31, 2005, the replacement cost of LIFO inventories exceeded their LIFO carrying values by approximately
$37,821,000 and $38,396,000, respectively. The November 30, 2005 LIFO calculation was computed using quantities and prices which are not necessarily indicative of the actual quantities and prices which will exist at fiscal year-end. Due to
anticipated decreases in inventory levels and the many factors which enter into the LIFO calculation which are beyond managements control, it is the policy of the Company to record the LIFO inventory adjustment only at fiscal year-end.



8



---

UNITED REFINING COMPANY AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



|4. | Subsidiary Guarantors
|-- | ---------------------



Certain of United Refining Companys (the issuer) subsidiaries function as guarantors under the terms of the $225,000,000 Senior
Unsecured Note Indenture due August 15, 2012. Financial information for the issuer and its wholly owned subsidiary guarantors is as follows:



CONDENSED CONSOLIDATING BALANCE SHEETS

(in thousands)



|                                                                                         |  |                   |         |   |                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|---------------------------------------------------------------------------------------- |  | ----------------- | ------- | - | --------------- | - | ------- | ------------ |  | - | ------------ | - |  | ------ | ------- | - | ---------- | - | ------- | ------------ |  | - | ------------ | - |  | - | -------- | - |  | - | ------- | -
|                                                                                         |  | November 30, 2005 |         |   | August 31, 2005 |  
|                                                                                         |  | Issuer            |         |   | Guarantors      |   |         | Eliminations |  |   | Consolidated |   |  | Issuer |         |   | Guarantors |   |         | Eliminations |  |   | Consolidated |  
|Assets                                                                                   |  |                   |         |   |                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Current:                                                                                 |  |                   |         |   |                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Cash and cash equivalents                                                                |  | $                 | 11,154  |   |                 | $ | 8,318   |              |  | $ |             |   |  | $      | 19,472  |   |            | $ | 31,195  |              |  | $ | 12,009       |   |  | $ |         |   |  | $ | 43,204  |  
|Accounts receivable, net                                                                 |  |                   | 32,509  |   |                 |   | 17,321  |              |  |   |             |   |  |        | 49,830  |   |            |   | 51,491  |              |  |   | 18,090       |   |  |   |         |   |  |   | 69,581  |  
|Inventories                                                                              |  |                   | 95,339  |   |                 |   | 24,539  |              |  |   |             |   |  |        | 119,878 |   |            |   | 48,972  |              |  |   | 24,164       |   |  |   |         |   |  |   | 73,136  |  
|Prepaid expenses and other assets                                                        |  |                   | 27,919  |   |                 |   | 5,353   |              |  |   |             |   |  |        | 33,272  |   |            |   | 12,858  |              |  |   | 4,663        |   |  |   |         |   |  |   | 17,521  |  
|Intercompany                                                                             |  |                   | 100,231 |   |                 |   | 19,210  |              |  |   | (119,441     | ) |  |        |        |   |            |   | 109,420 |              |  |   | 19,718       |   |  |   | (129,138 | ) |  |   |        |  
|                                                                                         |  |                   |         |   |                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Total current assets                                                                     |  |                   | 267,152 |   |                 |   | 74,741  |              |  |   | (119,441     | ) |  |        | 222,452 |   |            |   | 253,936 |              |  |   | 78,644       |   |  |   | (129,138 | ) |  |   | 203,442 |  
|Property, plant and equipment, net                                                       |  |                   | 115,094 |   |                 |   | 71,091  |              |  |   |             |   |  |        | 186,185 |   |            |   | 112,538 |              |  |   | 71,105       |   |  |   |         |   |  |   | 183,643 |  
|Investment in affiliated company                                                         |  |                   | 2,311   |   |                 |   |        |              |  |   |             |   |  |        | 2,311   |   |            |   | 1,709   |              |  |   |             |   |  |   |         |   |  |   | 1,709   |  
|Deferred financing costs, net                                                            |  |                   | 6,544   |   |                 |   |        |              |  |   |             |   |  |        | 6,544   |   |            |   | 6,769   |              |  |   |             |   |  |   |         |   |  |   | 6,769   |  
|Goodwill and other non-amortizable assets                                                |  |                   |        |   |                 |   | 11,849  |              |  |   |             |   |  |        | 11,849  |   |            |   |        |              |  |   | 11,849       |   |  |   |         |   |  |   | 11,849  |  
|Amortizable intangible assets, net                                                       |  |                   |        |   |                 |   | 3,136   |              |  |   |             |   |  |        | 3,136   |   |            |   |        |              |  |   | 3,284        |   |  |   |         |   |  |   | 3,284   |  
|Deferred turnaround costs & other assets, net                                            |  |                   | 6,871   |   |                 |   | 1,613   |              |  |   | (1,171       | ) |  |        | 7,313   |   |            |   | 7,650   |              |  |   | 1,662        |   |  |   | (1,171   | ) |  |   | 8,141   |  
|                                                                                         |  |                   |         |   |                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|                                                                                         |  | $                 | 397,972 |   |                 | $ | 162,430 |              |  | $ | (120,612     | ) |  | $      | 439,790 |   |            | $ | 382,602 |              |  | $ | 166,544      |   |  | $ | (130,309 | ) |  | $ | 418,837 |  
|                                                                                         |  |                   |         |   |                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Liabilities and Stockholders Equity                                                     |  |                   |         |   |                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Current:                                                                                 |  |                   |         |   |                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Current installments of long-term debt                                                   |  | $                 | (61     | ) |                 | $ | 328     |              |  | $ |             |   |  | $      | 267     |   |            | $ | (59     | )            |  | $ | 363          |   |  | $ |         |   |  | $ | 304     |  
|Accounts payable                                                                         |  |                   | 43,408  |   |                 |   | 15,480  |              |  |   |             |   |  |        | 58,888  |   |            |   | 32,030  |              |  |   | 17,608       |   |  |   |         |   |  |   | 49,638  |  
|Accrued liabilities                                                                      |  |                   | 16,326  |   |                 |   | 5,495   |              |  |   |             |   |  |        | 21,821  |   |            |   | 11,527  |              |  |   | 5,585        |   |  |   |         |   |  |   | 17,112  |  
|Income taxes payable                                                                     |  |                   | 3,128   |   |                 |   | 1,548   |              |  |   |             |   |  |        | 4,676   |   |            |   | 5,551   |              |  |   | (3,583       | ) |  |   |         |   |  |   | 1,968   |  
|Sales, use and fuel taxes payable                                                        |  |                   | 13,782  |   |                 |   | 3,306   |              |  |   |             |   |  |        | 17,088  |   |            |   | 16,662  |              |  |   | 3,879        |   |  |   |         |   |  |   | 20,541  |  
|Deferred income taxes                                                                    |  |                   | 4,821   |   |                 |   | (709    | )            |  |   |             |   |  |        | 4,112   |   |            |   | 4,821   |              |  |   | (709         | ) |  |   |         |   |  |   | 4,112   |  
|Amounts due to affiliated companies, net                                                 |  |                   | 533     |   |                 |   | 661     |              |  |   |             |   |  |        | 1,194   |   |            |   | 945     |              |  |   | (234         | ) |  |   |         |   |  |   | 711     |  
|Intercompany                                                                             |  |                   |        |   |                 |   | 119,441 |              |  |   | (119,441     | ) |  |        |        |   |            |   |        |              |  |   | 129,138      |   |  |   | (129,138 | ) |  |   |        |  
|                                                                                         |  |                   |         |   |                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Total current liabilities                                                                |  |                   | 81,937  |   |                 |   | 145,550 |              |  |   | (119,441     | ) |  |        | 108,046 |   |            |   | 71,477  |              |  |   | 152,047      |   |  |   | (129,138 | ) |  |   | 94,386  |  
|Long term debt: less current installments                                                |  |                   | 223,858 |   |                 |   | 2,926   |              |  |   |             |   |  |        | 226,784 |   |            |   | 223,837 |              |  |   | 3,000        |   |  |   |         |   |  |   | 226,837 |  
|Deferred income taxes                                                                    |  |                   | (141    | ) |                 |   | 4,402   |              |  |   |             |   |  |        | 4,261   |   |            |   | (1,247  | )            |  |   | 4,007        |   |  |   |         |   |  |   | 2,760   |  
|Deferred gain on settlement of pension plan obligations                                  |  |                   | 646     |   |                 |   |        |              |  |   |             |   |  |        | 646     |   |            |   | 700     |              |  |   |             |   |  |   |         |   |  |   | 700     |  
|Deferred retirement benefits                                                             |  |                   | 43,116  |   |                 |   | 459     |              |  |   |             |   |  |        | 43,575  |   |            |   | 41,130  |              |  |   | 893          |   |  |   |         |   |  |   | 42,023  |  
|Other noncurrent liabilities                                                             |  |                   |        |   |                 |   | 1,007   |              |  |   |             |   |  |        | 1,007   |   |            |   |        |              |  |   | 1,258        |   |  |   |         |   |  |   | 1,258   |  
|                                                                                         |  |                   |         |   |                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Total liabilities                                                                        |  |                   | 349,416 |   |                 |   | 154,344 |              |  |   | (119,441     | ) |  |        | 384,319 |   |            |   | 335,897 |              |  |   | 161,205      |   |  |   | (129,138 | ) |  |   | 367,964 |  
|                                                                                         |  |                   |         |   |                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Commitment and contingencies                                                             |  |                   |         |   |                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Stockholders equity                                                                     |  |                   |         |   |                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Common stock, $.10 par value per shareshares authorized 100; issued and outstanding 100 |  |                   |        |   |                 |   | 18      |              |  |   | (18          | ) |  |        |        |   |            |   |        |              |  |   | 18           |   |  |   | (18      | ) |  |   |        |  
|Additional paid-in capital                                                               |  |                   | 7,150   |   |                 |   | 10,651  |              |  |   | (1,153       | ) |  |        | 16,648  |   |            |   | 7,150   |              |  |   | 10,651       |   |  |   | (1,153   | ) |  |   | 16,648  |  
|Retained earnings                                                                        |  |                   | 47,980  |   |                 |   | (2,451  | )            |  |   |             |   |  |        | 45,529  |   |            |   | 46,129  |              |  |   | (5,198       | ) |  |   |         |   |  |   | 40,931  |  
|Accumulated other comprehensive loss                                                     |  |                   | (6,574  | ) |                 |   | (132    | )            |  |   |             |   |  |        | (6,706  | ) |            |   | (6,574  | )            |  |   | (132         | ) |  |   |         |   |  |   | (6,706  | )
|                                                                                         |  |                   |         |   |                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|Total stockholders equity                                                               |  |                   | 48,556  |   |                 |   | 8,086   |              |  |   | (1,171       | ) |  |        | 55,471  |   |            |   | 46,705  |              |  |   | 5,339        |   |  |   | (1,171   | ) |  |   | 50,873  |  
|                                                                                         |  |                   |         |   |                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  
|                                                                                         |  | $                 | 397,972 |   |                 | $ | 162,430 |              |  | $ | (120,612     | ) |  | $      | 439,790 |   |            | $ | 382,602 |              |  | $ | 166,544      |   |  | $ | (130,309 | ) |  | $ | 418,837 |  
|                                                                                         |  |                   |         |   |                 |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |          |   |  |   |         |  



9



---

UNITED REFINING COMPANY AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(in thousands)



|                                             |  |                                      |         |   |                                      |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |         |   |  |   |         |  
|-------------------------------------------- |  | ------------------------------------ | ------- | - | ------------------------------------ | - | ------- | ------------ |  | - | ------------ | - |  | ------ | ------- | - | ---------- | - | ------- | ------------ |  | - | ------------ | - |  | - | ------- | - |  | - | ------- | -
|                                             |  | Three Months Ended November 30, 2005 |         |   | Three Months Ended November 30, 2004 |  
|                                             |  | Issuer                               |         |   | Guarantors                           |   |         | Eliminations |  |   | Consolidated |   |  | Issuer |         |   | Guarantors |   |         | Eliminations |  |   | Consolidated |  
|Net sales                                    |  | $                                    | 416,354 |   |                                      | $ | 273,107 |              |  | $ | (115,469     | ) |  | $      | 573,992 |   |            | $ | 294,205 |              |  | $ | 218,419      |   |  | $ | (86,571 | ) |  | $ | 426,053 |  
|Costs of goods sold                          |  |                                      | 396,590 |   |                                      |   | 240,851 |              |  |   | (115,469     | ) |  |        | 521,972 |   |            |   | 272,850 |              |  |   | 192,166      |   |  |   | (86,571 | ) |  |   | 378,445 |  
|                                             |  |                                      |         |   |                                      |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |         |   |  |   |         |  
|Gross profit                                 |  |                                      | 19,764  |   |                                      |   | 32,256  |              |  |   |             |   |  |        | 52,020  |   |            |   | 21,355  |              |  |   | 26,253       |   |  |   |        |   |  |   | 47,608  |  
|                                             |  |                                      |         |   |                                      |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |         |   |  |   |         |  
|Expenses:                                    |  |                                      |         |   |                                      |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |         |   |  |   |         |  
|Selling, general and administrative expenses |  |                                      | 6,029   |   |                                      |   | 25,350  |              |  |   |             |   |  |        | 31,379  |   |            |   | 4,428   |              |  |   | 23,711       |   |  |   |        |   |  |   | 28,139  |  
|Depreciation and amortization expenses       |  |                                      | 2,134   |   |                                      |   | 1,155   |              |  |   |             |   |  |        | 3,289   |   |            |   | 2,218   |              |  |   | 1,124        |   |  |   |        |   |  |   | 3,342   |  
|                                             |  |                                      |         |   |                                      |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |         |   |  |   |         |  
|Total operating expenses                     |  |                                      | 8,163   |   |                                      |   | 26,505  |              |  |   |             |   |  |        | 34,668  |   |            |   | 6,646   |              |  |   | 24,835       |   |  |   |        |   |  |   | 31,481  |  
|                                             |  |                                      |         |   |                                      |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |         |   |  |   |         |  
|Operating income                             |  |                                      | 11,601  |   |                                      |   | 5,751   |              |  |   |             |   |  |        | 17,352  |   |            |   | 14,709  |              |  |   | 1,418        |   |  |   |        |   |  |   | 16,127  |  
|                                             |  |                                      |         |   |                                      |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |         |   |  |   |         |  
|Other income (expense):                      |  |                                      |         |   |                                      |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |         |   |  |   |         |  
|Interest expense, net                        |  |                                      | (3,928  | ) |                                      |   | (2,095  | )            |  |   |             |   |  |        | (6,023  | ) |            |   | (4,443  | )            |  |   | (1,270       | ) |  |   |        |   |  |   | (5,713  | )
|Other, net                                   |  |                                      | (511    | ) |                                      |   | 1,124   |              |  |   |             |   |  |        | 613     |   |            |   | (613    | )            |  |   | 90           |   |  |   |        |   |  |   | (523    | )
|Equity in net earnings of affiliate          |  |                                      | 602     |   |                                      |   |        |              |  |   |             |   |  |        | 602     |   |            |   | 206     |              |  |   |             |   |  |   |        |   |  |   | 206     |  
|                                             |  |                                      |         |   |                                      |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |         |   |  |   |         |  
|                                             |  |                                      | (3,837  | ) |                                      |   | (971    | )            |  |   |             |   |  |        | (4,808  | ) |            |   | (4,850  | )            |  |   | (1,180       | ) |  |   |        |   |  |   | (6,030  | )
|                                             |  |                                      |         |   |                                      |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |         |   |  |   |         |  
|Income before income tax expense             |  |                                      | 7,764   |   |                                      |   | 4,780   |              |  |   |             |   |  |        | 12,544  |   |            |   | 9,859   |              |  |   | 238          |   |  |   |        |   |  |   | 10,097  |  
|Income tax expense                           |  |                                      | 3,073   |   |                                      |   | 2,033   |              |  |   |             |   |  |        | 5,106   |   |            |   | 3,901   |              |  |   | 133          |   |  |   |        |   |  |   | 4,034   |  
|                                             |  |                                      |         |   |                                      |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |         |   |  |   |         |  
|Net income                                   |  | $                                    | 4,691   |   |                                      | $ | 2,747   |              |  | $ |             |   |  | $      | 7,438   |   |            | $ | 5,958   |              |  | $ | 105          |   |  | $ |        |   |  | $ | 6,063   |  
|                                             |  |                                      |         |   |                                      |   |         |              |  |   |              |   |  |        |         |   |            |   |         |              |  |   |              |   |  |   |         |   |  |   |         |  



10



---

UNITED REFINING COMPANY AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(in thousands)



|                                                         |  |                                      |         |   |                                      |   |        |              |  |              |   |  |        |         |   |            |   |         |              |  |              |       |   |  |   |   |  |   |         |  
|-------------------------------------------------------- |  | ------------------------------------ | ------- | - | ------------------------------------ | - | ------ | ------------ |  | ------------ | - |  | ------ | ------- | - | ---------- | - | ------- | ------------ |  | ------------ | ----- | - |  | - | - |  | - | ------- | -
|                                                         |  | Three Months Ended November 30, 2005 |         |   | Three Months Ended November 30, 2004 |  
|                                                         |  | Issuer                               |         |   | Guarantors                           |   |        | Eliminations |  | Consolidated |   |  | Issuer |         |   | Guarantors |   |         | Eliminations |  | Consolidated |      
|Net cash (used in) provided by operating activities      |  | $                                    | (12,494 | ) |                                      | $ | (3,400 | )            |  | $            |  |  | $      | (15,894 | ) |            | $ | (18,527 | )            |  | $            | 2,366 |   |  | $ |  |  | $ | (16,161 | )
|                                                         |  |                                      |         |   |                                      |   |        |              |  |              |   |  |        |         |   |            |   |         |              |  |              |       |   |  |   |   |  |   |         |  
|Cash flows from investing activities:                    |  |                                      |         |   |                                      |   |        |              |  |              |   |  |        |         |   |            |   |         |              |  |              |       |   |  |   |   |  |   |         |  
|Additions to property, plant and equipment               |  |                                      | (4,555  | ) |                                      |   | (1,357 | )            |  |              |  |  |        | (5,912  | ) |            |   | (1,284  | )            |  |              | (975  | ) |  |   |  |  |   | (2,259  | )
|Proceeds from asset disposition                          |  |                                      |        |   |                                      |   | 1,178  |              |  |              |  |  |        | 1,178   |   |            |   |        |              |  |              |      |   |  |   |  |  |   |        |  
|Additions to deferred turnaround costs                   |  |                                      | (41     | ) |                                      |   | (3     | )            |  |              |  |  |        | (44     | ) |            |   | (415    | )            |  |              |      |   |  |   |  |  |   | (415    | )
|                                                         |  |                                      |         |   |                                      |   |        |              |  |              |   |  |        |         |   |            |   |         |              |  |              |       |   |  |   |   |  |   |         |  
|Net cash used in investing activities                    |  |                                      | (4,596  | ) |                                      |   | (182   | )            |  |              |  |  |        | (4,778  | ) |            |   | (1,699  | )            |  |              | (975  | ) |  |   |  |  |   | (2,674  | )
|                                                         |  |                                      |         |   |                                      |   |        |              |  |              |   |  |        |         |   |            |   |         |              |  |              |       |   |  |   |   |  |   |         |  
|Cash flows from financing activities:                    |  |                                      |         |   |                                      |   |        |              |  |              |   |  |        |         |   |            |   |         |              |  |              |       |   |  |   |   |  |   |         |  
|Net borrowings (reductions) on revolving credit facility |  |                                      |        |   |                                      |   |       |              |  |              |  |  |        |        |   |            |   | 19,000  |              |  |              |      |   |  |   |  |  |   | 19,000  |  
|Dividend to stockholder                                  |  |                                      | (2,840  | ) |                                      |   |       |              |  |              |  |  |        | (2,840  | ) |            |   |        |              |  |              |      |   |  |   |  |  |   |        |  
|Principal reductions of long-term debt                   |  |                                      | (39     | ) |                                      |   | (109   | )            |  |              |  |  |        | (148    | ) |            |   | (36     | )            |  |              | (154  | ) |  |   |  |  |   | (190    | )
|Deferred financing costs                                 |  |                                      | (72     | ) |                                      |   |       |              |  |              |  |  |        | (72     | ) |            |   | (3      | )            |  |              |      |   |  |   |  |  |   | (3      | )
|                                                         |  |                                      |         |   |                                      |   |        |              |  |              |   |  |        |         |   |            |   |         |              |  |              |       |   |  |   |   |  |   |         |  
|Net cash provided by (used in) financing activities      |  |                                      | (2,951  | ) |                                      |   | (109   | )            |  |              |  |  |        | (3,060  | ) |            |   | 18,961  |              |  |              | (154  | ) |  |   |  |  |   | 18,807  |  
|                                                         |  |                                      |         |   |                                      |   |        |              |  |              |   |  |        |         |   |            |   |         |              |  |              |       |   |  |   |   |  |   |         |  
|Net (decrease) increase in cash and cash equivalents     |  |                                      | (20,041 | ) |                                      |   | (3,691 | )            |  |              |  |  |        | (23,732 | ) |            |   | (1,265  | )            |  |              | 1,237 |   |  |   |  |  |   | (28     | )
|Cash and cash equivalents, beginning of year             |  |                                      | 31,195  |   |                                      |   | 12,009 |              |  |              |  |  |        | 43,204  |   |            |   | 4,709   |              |  |              | 6,843 |   |  |   |  |  |   | 11,552  |  
|                                                         |  |                                      |         |   |                                      |   |        |              |  |              |   |  |        |         |   |            |   |         |              |  |              |       |   |  |   |   |  |   |         |  
|Cash and cash equivalents, end of period                 |  | $                                    | 11,154  |   |                                      | $ | 8,318  |              |  | $            |  |  | $      | 19,472  |   |            | $ | 3,444   |              |  | $            | 8,080 |   |  | $ |  |  | $ | 11,524  |  
|                                                         |  |                                      |         |   |                                      |   |        |              |  |              |   |  |        |         |   |            |   |         |              |  |              |       |   |  |   |   |  |   |         |  



11



---

UNITED REFINING COMPANY AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



|5. | Segments of Business
|-- | --------------------



Intersegment revenues are calculated using estimated market prices and are eliminated upon consolidation. Summarized financial information regarding the
Companys reportable segments is presented in the following tables (in thousands):



|                                          |  |                                |         |                |   |        
|----------------------------------------- |  | ------------------------------ | ------- | -------------- | - | -------
|                                          |  | Three Months EndedNovember 30,
|                                          |  | 2005                           |         | 2004          
|Net Sales                                 |  |                                |         |                |   |        
|Retail                                    |  | $                              | 271,841 |                | $ | 217,277
|Wholesale                                 |  |                                | 302,151 |                |   | 208,776
|                                          |  |                                |         |                |   |        
|                                          |  | $                              | 573,992 |                | $ | 426,053
|                                          |  |                                |         |                |   |        
|Intersegment Sales                        |  |                                |         |                |   |        
|Wholesale                                 |  | $                              | 114,203 |                | $ | 85,429 
|                                          |  |                                |         |                |   |        
|Operating Income                          |  |                                |         |                |   |        
|Retail                                    |  | $                              | 5,900   |                | $ | 1,215  
|Wholesale                                 |  |                                | 11,452  |                |   | 14,912 
|                                          |  |                                |         |                |   |        
|                                          |  | $                              | 17,352  |                | $ | 16,127 
|                                          |  |                                |         |                |   |        
|Depreciation and Amortization             |  |                                |         |                |   |        
|Retail                                    |  | $                              | 1,105   |                | $ | 1,074  
|Wholesale                                 |  |                                | 2,184   |                |   | 2,268  
|                                          |  |                                |         |                |   |        
|                                          |  | $                              | 3,289   |                | $ | 3,342  
|                                          |  |                                |         |                |   |        
|                                          |  |                               
|                                          |  | November 30,2005               |         | August 31,2005
|Total Assets                              |  |                                |         |                |   |        
|Retail                                    |  | $                              | 134,683 |                | $ | 138,162
|Wholesale                                 |  |                                | 305,107 |                |   | 280,675
|                                          |  |                                |         |                |   |        
|                                          |  | $                              | 439,790 |                | $ | 418,837
|                                          |  |                                |         |                |   |        
|Capital Expenditures (including non-cash) |  |                                |         |                |   |        
|Retail                                    |  | $                              | 1,290   |                | $ | 6,354  
|Wholesale                                 |  |                                | 4,622   |                |   | 6,438  
|                                          |  |                                |         |                |   |        
|                                          |  | $                              | 5,912   |                | $ | 12,792 
|                                          |  |                                |         |                |   |        



12



---

UNITED REFINING COMPANY AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(Unaudited)



|6. | Employee Benefit Plans
|-- | ----------------------



For the periods ended November 30, 2005 and 2004, net pension and other postretirement benefit costs were comprised of the following:



|                                      |  |                                |       |   |                                |   |      |      |  |      |       |  |   |      
|------------------------------------- |  | ------------------------------ | ----- | - | ------------------------------ | - | ---- | ---- |  | ---- | ----- |  | - | -----
|                                      |  | Pension Benefits               |       |   | Other Post-Retirement Benefits
|                                      |  | Three Months EndedNovember 30, |       |   | Three Months EndedNovember 30,
|                                      |  | 2005                           |       |   | 2004                           |   |      | 2005 |  | 2004
|                                      |  | (in thousands)                
|Service cost                          |  | $                              | 736   |   |                                | $ | 598  |      |  | $    | 592   |  | $ | 386  
|Interest cost on benefit obligation   |  |                                | 984   |   |                                |   | 885  |      |  |      | 684   |  |   | 595  
|Expected return on plan assets        |  |                                | (907  | ) |                                |   | (801 | )    |  |      |      |  |   |     
|Amortization of transition obligation |  |                                | 35    |   |                                |   | 35   |      |  |      | 149   |  |   | 149  
|Amortization and deferral of net loss |  |                                | 429   |   |                                |   | 223  |      |  |      | 243   |  |   | 121  
|                                      |  |                                |       |   |                                |   |      |      |  |      |       |  |   |      
|Net periodic benefit cost             |  | $                              | 1,277 |   |                                | $ | 940  |      |  | $    | 1,668 |  | $ | 1,251
|                                      |  |                                |       |   |                                |   |      |      |  |      |       |  |   |      



As of
November 30, 2005, $4,400,000 of contributions have been made to the Company pension plans. The Company presently anticipates no further contributions to its pension plans during the remainder of fiscal 2006.



13



---

UNITED REFINING COMPANY AND SUBSIDIARIES



|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------



Forward Looking Statements



This Quarterly Report on Form 10-Q contains certain statements that constitute forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward looking statements may include, among other things, United Refining Company and its subsidiaries current expectations with respect to future operating results, future performance of its
refinery and retail operations, capital expenditures and other financial items. Words such as expects, intends, plans, projects, believes, estimates, may,
will, should, shall, anticipates, predicts, and similar expressions typically identify such forward looking statements in this Quarterly Report on Form 10-Q.



By their nature, all forward looking statements involve risk and
uncertainties. All phases of the Companys operations involve risks and uncertainties, many of which are outside of the Companys control, and any one of which, or a combination of which, could materially affect the Companys results
of operations and whether the forward looking statements ultimately prove to be correct. Actual results may differ materially from those contemplated by the forward looking statements for a number of reasons.



Although we believe our expectations are based on reasonable assumptions
within the bounds of its knowledge, investors and prospective investors are cautioned that such statements are only projections and that actual events or results may differ materially depending on a variety of factors described in greater detail in
the Companys filings with the SEC, including quarterly reports on Form 10-Q, annual reports on Form 10-K, reports on Form 8-K, etc. In addition to the factors discussed elsewhere in this Quarterly Report 10-Q, the Companys actual
consolidated quarterly or annual operating results have been affected in the past, or could be affected in the future, by additional factors, including, without limitation:



| |  |  | repayment of debt;
| | - |  | ------------------



| |  |  | general economic, business and market conditions;
| | - |  | -------------------------------------------------



| |  |  | risks and uncertainties with respect to the actions of actual or potential competitive suppliers of refined petroleum products in our markets;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the demand for and supply of crude oil and refined products;
| | - |  | ------------------------------------------------------------



| |  |  | the spread between market prices for refined products and market prices for crude oil;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | the possibility of inefficiencies or shutdowns in refinery operations or pipelines;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | the availability and cost of financing to us;
| | - |  | ---------------------------------------------



| |  |  | environmental, tax and tobacco legislation or regulation;
| | - |  | ---------------------------------------------------------



| |  |  | volatility of gasoline prices, margins and supplies;
| | - |  | ----------------------------------------------------



| |  |  | merchandising margins;
| | - |  | ----------------------



| |  |  | labor costs;
| | - |  | ------------



| |  |  | level of capital expenditures;
| | - |  | ------------------------------



| |  |  | customer traffic;
| | - |  | -----------------



| |  |  | weather conditions;
| | - |  | -------------------



| |  |  | acts of terrorism and war;
| | - |  | --------------------------



| |  |  | business strategies;
| | - |  | --------------------



14



---

| |  |  | expansion and growth of operations;
| | - |  | -----------------------------------



| |  |  | future projects and investments;
| | - |  | --------------------------------



| |  |  | future exposure to currency devaluations or exchange rate fluctuations;
| | - |  | -----------------------------------------------------------------------



| |  |  | expected outcomes of legal and administrative proceedings and their expected effects on our financial position, results of operations and cash flows;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | future operating results and financial condition; and
| | - |  | -----------------------------------------------------



| |  |  | the effectiveness of our disclosure controls and procedures and internal control over financial reporting.
| | - |  | ----------------------------------------------------------------------------------------------------------



All subsequent written and oral forward looking statements attributable to
the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing. We undertake no obligation to update any information contained herein or to publicly release the results of any revisions to any such forward
looking statements that may be made to reflect events or circumstances that occur, or which we becomes aware of, after the date of this Quarterly Report on Form 10-Q.



Recent Developments



The world crude market continues to remain volatile with prices on the New York Mercantile Exchange (NYMEX) ranging from a low of $56.14/BBL in November
to a recent high of $63.42/BBL in January. Average crude oil prices for delivery in the second fiscal quarter of 2006 as of the end of December were averaging $60.57/BBL as compared to an average of $64.27/BBL for the first fiscal quarter of 2006, a
6% decrease.



Industry-wide wholesale margins of gasoline and
distillate have declined significantly in the second fiscal quarter of 2006 as compared to the first fiscal quarter of 2006. As of January 16, 2006, margins, as indicated by the difference between prices of crude oil contracts traded on the
NYMEX and the prices of NYMEX gasoline and heating oil contracts, were averaging $6.98 and $12.08 respectively for the second fiscal quarter.



We continue to benefit from our ability to process a significant percentage of heavy, high sulfur grades of crude oil. Our average crude cost relative to
the NYMEX average crude cost was lower by $7.85/BBL for the first quarter of 2006. For the first fiscal quarter of 2005, our average crude cost was $6.19 lower than the NYMEX average crude cost. For second quarter of fiscal 2006, as of
January 16, 2006, our average crude cost is $11.50 lower than the NYMEX average.



Results of Operations



The Company is a
petroleum refiner and marketer in its primary market area of Western New York and Northwestern Pennsylvania. Operations are organized into two business segments: wholesale and retail.



The wholesale segment is responsible for the acquisition of crude oil, petroleum refining, supplying petroleum products to
the retail segment and the marketing of petroleum products to wholesale and industrial customers. The retail segment sells petroleum products under the Kwik Fill®, Citgo® and Keystone® brand names through a network of Company-operated retail units and convenience and grocery items through gasoline stations and convenience stores under the Red Apple Food Mart® and Country Fair® brand names.



15



---

A discussion and analysis of the factors contributing to the Companys results of operations are
presented below. The accompanying Consolidated Financial Statements and related Notes, together with the following information, are intended to supply investors with a reasonable basis for evaluating the Companys operations, but should not
serve as the only criteria for predicting the Companys future performance.



Retail Operations:



|                                       |  |                                |         |   |      |   |         |  
|-------------------------------------- |  | ------------------------------ | ------- | - | ---- | - | ------- | -
|                                       |  | Three Months EndedNovember 30, |        
|                                       |  | 2005                           |         |   | 2004 |  
|                                       |  | (dollars in thousands)         |        
|Net Sales                              |  |                                |         |   |      |   |         |  
|Petroleum                              |  | $                              | 223,416 |   |      | $ | 171,032 |  
|Merchandise and other                  |  |                                | 48,425  |   |      |   | 46,245  |  
|                                       |  |                                |         |   |      |   |         |  
|Total Net Sales                        |  | $                              | 271,841 |   |      | $ | 217,277 |  
|                                       |  |                                |         |   |      |   |         |  
|Costs of Goods Sold                    |  | $                              | 239,614 |   |      | $ | 191,391 |  
|                                       |  |                                |         |   |      |   |         |  
|Gross Profit                           |  | $                              | 32,227  |   |      | $ | 25,886  |  
|                                       |  |                                |         |   |      |   |         |  
|Operating Expenses                     |  | $                              | 26,327  |   |      | $ | 24,671  |  
|                                       |  |                                |         |   |      |   |         |  
|Segment Operating Income               |  | $                              | 5,900   |   |      | $ | 1,215   |  
|                                       |  |                                |         |   |      |   |         |  
|Petroleum Sales (thousands of gallons) |  |                                | 84,726  |   |      |   | 85,523  |  
|Gross Profit                           |  |                                |         |   |      |   |         |  
|Petroleum (a)                          |  | $                              | 18,866  |   |      | $ | 12,813  |  
|Merchandise and other                  |  |                                | 13,361  |   |      |   | 13,073  |  
|                                       |  |                                |         |   |      |   |         |  
|                                       |  | $                              | 32,227  |   |      | $ | 25,886  |  
|                                       |  |                                |         |   |      |   |         |  
|Petroleum margin ($/gallon) (b)        |  |                                | .2227   |   |      |   | .1498   |  
|Merchandise margin (percent of sales)  |  |                                | 27.6    | % |      |   | 28.3    | %

---

|(a) | Includes the effect of intersegment purchases from the Companys wholesale segment at prices which approximate market.
|--- | ----------------------------------------------------------------------------------------------------------------------

|(b) | Company management calculates petroleum margin per gallon by dividing petroleum gross margin by petroleum sales volumes. Management uses fuel margin per gallon calculations to
compare profitability to other companies in the industry. Petroleum margin per gallon may not be comparable to similarly titled measures used by other companies in the industry.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Comparison of Fiscal Quarters Ended November 30, 2005 and November 30, 2004



Net Sales



Retail sales increased during the fiscal quarter ended November 30,
2005 by $54.6 million or 25.1% from $217.3 million to $271.8 million over the comparable period in fiscal 2005. The retail sales increase resulted from a $52.4 million increase in petroleum sales and a $2.2 million increase in merchandise sales. The
petroleum sales increase results from a 31.9% increase in retail selling prices per gallon, offset by a .8 million gallon or .9% decrease in retail petroleum volume. The decrease in volume resulted from new competition and promotional pricing
in certain areas of the Companys market, as well as the effects of hurricanes Katrina and Rita which resulted in increased retail pricing due to uncertain product supplies which temporarily reduced consumer demand.



Costs of Goods Sold



Retail costs of goods sold increased during the fiscal quarter ended November 30, 2005 by $48.2 million or 25.2% over
the comparable period in fiscal 2005 from $191.4 million to $239.6 million. The increase of $48.2 million is due to the following: petroleum purchases increased $42.2 million due to an increase in prices, fuel



16



---

taxes increased $3.4 million, freight costs increased $.6 million, merchandise costs increased $1.9 million directly related to an increase in sales, and
other miscellaneous costs increased by $.1 million.



Gross Profit



Retail gross profit increased during the fiscal quarter
ended November 30, 2005 by $6.3 million or 24.5% over the comparable period in fiscal 2005. The Company increased its petroleum margins by $6.0 million and merchandise margin increased by $.3 million.



Operating Expenses



Retail operating expenses increased during the fiscal quarter ended November 30, 2005 by $1.7 million or 6.7% over the
comparable period in fiscal 2005. Primarily contributing to the increases were increased payroll and payroll costs of $.7 million due to a minimum wage increase in New York State and also an increase in station personnel, increased credit/customer
service costs of $.5 million were primarily due to an increase in retail petroleum prices of approximately $.50 per gallon, increased pension/post retirement costs $.1 million, increased advertising /promotion costs $.2 million and other
miscellaneous costs of $.2 million.



Wholesale Operations:



|                                            |  |                                |         |      |   |        
|------------------------------------------- |  | ------------------------------ | ------- | ---- | - | -------
|                                            |  | Three Months EndedNovember 30,
|                                            |  | 2005                           |         | 2004
|                                            |  | (dollars in thousands)        
|Net Sales (a)                               |  | $                              | 302,151 |      | $ | 208,776
|Costs of Goods Sold                         |  |                                | 282,358 |      |   | 187,054
|                                            |  |                                |         |      |   |        
|Gross Profit                                |  | $                              | 19,793  |      | $ | 21,722 
|                                            |  |                                |         |      |   |        
|Operating Expenses                          |  |                                | 8,341   |      |   | 6,810  
|                                            |  |                                |         |      |   |        
|Segment Operating Income                    |  | $                              | 11,452  |      | $ | 14,912 
|                                            |  |                                |         |      |   |        
|Crude throughput (thousand barrels per day) |  |                                | 67.1    |      |   | 60.5   
|                                            |  |                                |         |      |   |        



Refinery Product
Yield

(thousands of barrels)



|                                                                       |  |                                |   |  |       |  
|---------------------------------------------------------------------- |  | ------------------------------ | - |  | ----- | -
|                                                                       |  | Three Months EndedNovember 30, |  
|                                                                       |  | 2005                           |   |  | 2004  |  
|Gasoline and gasoline blendstock                                       |  | 2,724                          |   |  | 2,458 |  
|Distillates                                                            |  | 1,686                          |   |  | 1,469 |  
|Asphalt                                                                |  | 1,715                          |   |  | 1,511 |  
|Butane, propane, residual products, internally produced fuel and other |  | 542                            |   |  | 566   |  
|                                                                       |  |                                |   |  |       |  
|Total Product Yield                                                    |  | 6,667                          |   |  | 6,004 |  
|                                                                       |  |                                |   |  |       |  
|% Heavy Crude Oil of Total Refinery Throughput (b)                     |  | 51                             | % |  | 52    | %
|                                                                       |  |                                |   |  |       |  



17



---

Product Sales

(dollars in thousands) (a)



|                                 |  |                                |         |      |   |        
|-------------------------------- |  | ------------------------------ | ------- | ---- | - | -------
|                                 |  | Three Months EndedNovember 30,
|                                 |  | 2005                           |         | 2004
|Gasoline and gasoline blendstock |  | $                              | 121,728 |      | $ | 81,780 
|Distillates                      |  |                                | 109,130 |      |   | 69,125 
|Asphalt                          |  |                                | 66,376  |      |   | 54,168 
|Other                            |  |                                | 4,917   |      |   | 3,703  
|                                 |  |                                |         |      |   |        
|                                 |  | $                              | 302,151 |      | $ | 208,776
|                                 |  |                                |         |      |   |        



Product Sales

(thousand of barrels) (a)



|                                 |  |                                |  |      
|-------------------------------- |  | ------------------------------ |  | -----
|                                 |  | Three Months EndedNovember 30,
|                                 |  | 2005                           |  | 2004 
|Gasoline and gasoline blendstock |  | 1,608                          |  | 1,452
|Distillates                      |  | 1,304                          |  | 1,135
|Asphalt                          |  | 1,993                          |  | 1,875
|Other                            |  | 122                            |  | 124  
|                                 |  |                                |  |      
|                                 |  | 5,027                          |  | 4,586
|                                 |  |                                |  |      

---

|(a) | Sources of total product sales include products manufactured at the refinery located in Warren, Pennsylvania and products purchased from third parties.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | The Company defines heavy crude oil as crude oil with an American Petroleum Institute specific gravity of 26 or less.
|--- | -----------------------------------------------------------------------------------------------------------------------



Comparison of Fiscal Quarters Ended November 30, 2005 and November 30, 2004



Net Sales



Wholesale sales increased during the three months ended November 30,
2005 by $93.4 million or 44.7% over the comparable period in fiscal 2005 from $208.8 million to $302.2 million. The wholesale sales increase was due to a 32.0% increase in wholesale prices and a 9.6% increase in wholesale volume.



Costs of Goods Sold



Wholesale costs of goods sold increased during the three months ended November 30, 2005 by $95.3 million or 50.9% over
the comparable period in fiscal 2005 from $187.1 million to $282.4 million. The increase in wholesale costs of goods sold was primarily due to a 35.1% increase in the Companys average crude oil purchase price for the fiscal quarter ended
November 30, 2005 as compared to the prior year period. Worldwide crude oil prices, as indicated by NYMEX crude oil contract prices, increased 34.0% as compared to the prior year period.



Gross Profit



Wholesale gross profit decreased $1.9 million to $19.8 million for the fiscal quarter ended November 30, 2005 from
$21.7 million for fiscal quarter ended November 30, 2004. This decrease was primarily due to cost of sales (primarily crude costs) increasing more than product selling prices during this period.



18



---

Operating Expenses



Operating expenses increased during the three months ended November 30, 2005 by $1.5 million over such expenses for the comparable period in
fiscal 2005. This increase was primarily due to executive officers bonus payments and increased pension expense. For fiscal 2006 operating expenses were $8.3 million, or 2.8% of net wholesale sales, compared to $6.8 million, or 3.3% of net
wholesale sales for fiscal 2005.



Interest Expense, net



Net interest expense (interest expense less interest
income) increased by $.3 million between fiscal quarter ended November 30, 2005 and fiscal quarter ended November 30, 2004. The increase is primarily due to interest on an additional $25,000,000 of 101/2Senior Unsecured Notes due 2012 sold during February 2005.



Other, Net



Other income (expense), net changed from an expense of $.5 million for fiscal quarter ended November 30, 2004 to income
of $.6 million for the fiscal quarter ended November 30, 2005. This income, net for the fiscal quarter ended November 30, 2005 is primarily attributable to a $.09 million gain on the sale of fixed assets.



Income Tax Expense



The Companys effective tax rate for the three months ended November 30, 2005 was approximately 40.7% compared to
a rate of 40.0% for the three months ended November 30, 2004. The increase was primarily due to an increase in state taxes.



Liquidity and Capital Resources



We operate in an environment where our liquidity and capital resources are impacted by changes in the price of crude oil and refined petroleum products,
availability of credit, market uncertainty and a variety of additional factors beyond our control. Included in such factors are, among others, the level of customer product demand, weather conditions, governmental regulations, worldwide political
conditions and overall market and economic conditions.



The
following table summarizes selected measures of liquidity and capital sources (in thousands):



|                          |  |                   |  |                
|------------------------- |  | ----------------- |  | ---------------
|                          |  | November 30, 2005 |  | August 31, 2005
|Cash and cash equivalents |  | 19,472            |  | 43,204         
|Working capital           |  | 114,406           |  | 109,056        
|Current ratio             |  | 2.06              |  | 2.20           
|Debt                      |  | 227,051           |  | 227,131        



Primary sources of
liquidity have been cash and cash equivalents, cash flows from operations and borrowings availability under a revolving line of credit. We believe available capital resources will be adequate to meet our working capital, debt service, and capital
expenditure requirements for existing operations.



Our cash and
cash equivalents consist of bank balances and investments in money market funds. These investments have staggered maturity dates, none of which exceed three months. They have a high degree of liquidity since the securities are traded in public
markets. During the fiscal quarter ended November 30, 2005, significant uses of cash include $5.9 million for purchases of property, plant and equipment, $.1 million of reductions to debt, dividend paid to stockholder of $2.8 million and an
increase in cash used by working capital items including $15.8 million for prepaid expenses and $46.7 million for inventories.



We require a substantial investment in working capital which is susceptible to large variations during the year resulting from purchases of inventory and
seasonal demands. Inventory purchasing activity is a function of sales activity and turnaround cycles for the different refinery units.



19



---

Maintenance and non-discretionary capital expenditures have averaged approximately $4 million annually
over the last three years for the refining and marketing operations. Management does not foresee any increase in maintenance and non-discretionary capital expenditures during fiscal year 2006.



Future liquidity, both short and long-term, will continue to be primarily
dependent on realizing a refinery margin sufficient to cover fixed and variable expenses, including planned capital expenditures. We expect to be able to meet our working capital, capital expenditure, contractual obligations, letter of credit and
debt service requirements out of cash flow from operations, cash on hand and borrowings under our Revolving Credit Facility with PNC Bank, N.A. as Agent Bank. This is a $100,000,000 revolving facility, which expires May 9, 2007. The Revolving
Credit Facility is secured primarily by certain cash accounts, accounts receivable, and inventory. Until maturity, we may borrow based on a borrowing base formula as set forth in the facility. For Base Rate borrowings, interest is calculated at the
greater of the Agent Banks prime rate plus an applicable margin of .25% to .75% (7.0% at November 30, 2005) or federal funds rate plus 1%. For Euro-Rate borrowings, interest is calculated at the LIBOR rate plus an applicable margin of
1.75% to 3.00%. The applicable margin varies with our facility leverage ratio calculation. As of November 30, 2005, there were no outstanding Euro-Rate borrowings and no outstanding Base Rate borrowings under the agreement.



We had outstanding letters of credit of $650,000 as of November 30,
2005.



As of December 2, 2005 the outstanding borrowings
under the Revolving Credit Facility were $0 resulting in net availability of $94,393,000 based on the borrowing base calculation.



Although we are not aware of any pending circumstances which would change our expectations, changes in the tax laws, the imposition of and changes in
federal and state clean air and clean fuel requirements and other changes in environmental laws and regulations may also increase future capital expenditure levels. Future capital expenditures are also subject to business conditions affecting the
industry. We continue to investigate strategic acquisitions and capital improvements to our existing facilities.



Federal, state and local laws and regulations relating to the environment affect nearly all of our operations. As is the case with all the companies
engaged in similar industries, we face significant exposure from actual or potential claims and lawsuits involving environmental matters. Future expenditures related to environmental matters cannot be reasonably quantified in many circumstances due
to the uncertainties as to required remediation methods and related clean-up cost estimates. We cannot predict what additional environmental legislation or regulations will be enacted or become effective in the future or how existing or future laws
or regulations will be administered or interpreted with respect to products or activities to which they have not been previously applied.



Seasonal Factors



Seasonal factors affecting the Companys business may cause variation in the prices and margins of some of the Companys products. For example,
demand for gasoline tends to be highest in spring and summer months, while demand for home heating oil and kerosene tends to be highest in winter months.



As a result, the margin on gasoline prices versus crude oil costs generally tends to increase in the spring and summer, while margins on home heating oil
and kerosene tend to increase in winter.



Inflation



The effect of inflation on the Company has not been significant during the
last five fiscal years.



Recent Accounting Pronouncements



In November 2004, the Financial Accounting Standard Board (FASB) issued
Statement No. 151, Inventory Costs (Statement 151). Statement 151 amends prior guidelines for inventory pricing by clarifying that



20



---

abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage) be recognized as current period charges regardless of
magnitude. In addition, Statement 151 requires that the allocation of fixed production overhead costs to the costs of conversion be based on the normal capacity of the production facilities.



The provisions of Statement 151 are effective for inventory costs incurred
during fiscal years beginning after June 15, 2005. The adoption of Statement 151 did not have a material effect on its financial position or results of operations.



In December 2004, the FASB issued Statement No 153, Exchange of Nonmonetary Assets (Statement 153).
Statement 153 eliminates prior guidance for nonmonetary transactions by eliminating the exception for nonmonetary exchanges of similar production assets and replaces it with a general exception for exchange of nonmonetary assets lacking commercial
substance.



The provisions of Statement 153 are effective for
nonmonetary asset exchanges occurring in fiscal years beginning after June 15, 2005. The adoption of Statement 153 did not have a material effect on its financial position or results of operations.



In May 2005, the FASB issued FASB Statement No. 154, Accounting
Changes and Error Corrections (Statement 154). Statement 154 requires companies to recognize changes in accounting principle, including changes required by a new accounting pronouncement when the pronouncement does not include
specific transition provisions, retrospectively to prior periods financial statements.



Statement 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company does not expect that the adoption of Statement 154 will have a
material effect on its financial position or results of operations.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------



The Company uses its revolving credit facility to finance a portion of its operations. These on-balance sheet financial instruments, to the extent they
provide for variable rates, expose the Company to interest rate risk resulting from changes in the PNC Prime rate, the Federal Funds or LIBOR rate.



The Company has exposure to price fluctuations of crude oil and refined products. The Company does not manage the price risk related to all of its
inventories of crude oil and refined products with a permanent formal hedging program, but does manage its risk exposures by managing inventory levels. At November 30, 2005 the Company had no open future positions.



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------



|(a) | Based on an evaluation by management of the Companys disclosure controls and procedures (as defined in Rules 13(a)  15(e) and 15(d)  15(e) of the Securities
Exchange Act of 1934, as amended), as of the end of the Companys fiscal quarter ended November 30, 2005, (the Evaluation Date) the Companys Chief Executive Officer and Chief Financial Officer (its principal executive
officer and principal financial officer, respectively) have concluded that the Companys disclosure controls and procedures were effective as of the Evaluation Date.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(b) | There have not been any changes in the Companys internal controls over financial reporting that occurred during the Companys fiscal quarter ended November 30, 2005
that has materially affected, or is reasonably likely to materially affect, the Companys internal controls over financial reporting.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



21



---

PART IIOTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------



| | (None)
| | ------



|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------------------------



| | (None)
| | ------



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------



| | (None)
| | ------



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------



| | (N/A)
| | -----



|ITEM 5. | OTHER INFORMATION
|------- | -----------------



| | (None)
| | ------



|ITEM 6. | EXHIBITS
|------- | --------



|             |  |                                                                                                                                                                              
|------------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 31.1 |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                           
|             | 
|Exhibit 31.2 |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                           
|             | 
|Exhibit 32.1 |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



22



---

SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



Date: January 17, 2006



UNITED REFINING COMPANY(Registrant)/s/  Myron L. TurfittMyron L. TurfittPresident/s/  James E. MurphyJames E. MurphyChief Financial Officer




23



---

SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



Date:
January 17, 2006



KIANTONE PIPELINE CORPORATION(Registrant)/s/  Myron L. TurfittMyron L. TurfittPresident/s/  James E. MurphyJames E. MurphyChief Financial Officer




24



---

SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



Date:
January 17, 2006



UNITED REFINING COMPANY OF PENNSYLVANIA(Registrant)/s/  Myron L. TurfittMyron L. TurfittPresident/s/  James E. MurphyJames E. MurphyChief Financial Officer




25



---

SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



Date:
January 17, 2006



KIANTONE PIPELINE COMPANY(Registrant)/s/  Myron L. TurfittMyron L. TurfittPresident/s/  James E. MurphyJames E. MurphyChief Financial Officer




26



---

SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



Date:
January 17, 2006



UNITED JET CENTER, INC.(Registrant)/s/  Myron L. TurfittMyron L. TurfittPresident/s/  James E. MurphyJames E. MurphyChief Financial Officer




27



---

SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



Date:
January 17, 2006



KWIK-FILL CORPORATION(Registrant)/s/  Myron L. TurfittMyron L. TurfittPresident/s/  James E. MurphyJames E. MurphyChief Financial Officer




28



---

SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



Date: January 17, 2006



INDEPENDENT GASOLINE AND OIL COMPANY OF ROCHESTER, INC.(Registrant)/s/  Myron L. TurfittMyron L. TurfittPresident/s/  James E. MurphyJames E. MurphyChief Financial Officer




29



---

SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



Date:
January 17, 2006



BELL OIL CORP.(Registrant)/s/  Myron L. TurfittMyron L. TurfittPresident/s/  James E. MurphyJames E. MurphyChief Financial Officer




30



---

SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



Date:
January 17, 2006



PPC, INC.(Registrant)/s/  Myron L. TurfittMyron L. TurfittPresident/s/  James E. MurphyJames E. MurphyChief Financial Officer




31



---

SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



Date:
January 17, 2006



SUPER TEST PETROLEUM, INC.(Registrant)/s/  Myron L. TurfittMyron L. TurfittPresident/s/  James E. MurphyJames E. MurphyChief Financial Officer




32



---

SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



Date:
January 17, 2006



KWIK-FIL, INC.(Registrant)/s/  Myron L. TurfittMyron L. TurfittPresident/s/  James E. MurphyJames E. MurphyChief Financial Officer




33



---

SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



Date:
January 17, 2006



VULCAN ASPHALT REFINING CORPORATION(Registrant)/s/  Myron L. TurfittMyron L. TurfittPresident/s/  James E. MurphyJames E. MurphyChief Financial Officer




34



---

SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



Date:
January 17, 2006



COUNTRY FAIR, INC.(Registrant)/s/  Myron L. TurfittMyron L. TurfittPresident and Chief Operating Officer/s/  James E. MurphyJames E. MurphyVice President  Finance




35