EXHIBIT 10.5
                        TENTH AMENDMENT
                            OF THE
      EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST AGREEMENT
                    OF GIANT INDUSTRIES, INC.
                    AND AFFILIATED COMPANIES



     Effective as of July 1, 1987, Giant Industries, Inc., an Arizona
corporation, and Ciniza Pipe Line, Inc., a New Mexico Corporation,
amended and restated the Joint Profit Sharing Plan and Trust Agreement
of Giant Industries, Inc., Giant Western Service Stations, Inc., and
Ciniza Pipe Line Inc., as the Employee Stock Ownership Plan and Trust
Agreement of Giant Industries, Inc. and Affiliated Companies (the
"Plan").  Effective as of July 1, 1987, the Plan was adopted by Ciniza
Production Company, a New Mexico corporation ("Ciniza"), and by J.E.A.
Company, Inc., an Arizona corporation.

     Effective as of September 28, 1989, Ciniza Pipe Line Inc. was
merged into Giant Industries, Inc., an Arizona corporation.  Effective
as of October 12, 1989, J.E.A. Company, Inc. was merged into Giant
Industries, Inc. and Giant Industries, Inc. changed its name to Giant
Industries Arizona, Inc. ("Giant Arizona").

     On October 15, 1989, Giant Arizona entered into an Agreement and
Plan of Reorganization with Hixon Development Company, a Texas
corporation, ("Hixon") contemplating a merger whereby Giant Arizona and
Hixon would become wholly owned subsidiaries of Giant Industries, Inc.,
a Delaware corporation ("Giant").  The stock of Giant became publicly
traded on December 15, 1989, and the merger was consummated on December
21, 1989.

     Effective as of December 21, 1989, the Plan was adopted by Giant
and by Hixon.  The name of Hixon was changed to Giant Exploration &
Production Company, a Texas corporation ("E&P"), effective June 12,
1990.  Giant, Giant Arizona, E&P, Ciniza, Giant Stop-N-Go of New
Mexico, a New Mexico corporation, and Giant Four Corners, Inc., an
Arizona corporation, and such other entities described in section 1.14
of the Plan are hereinafter collectively referred to as the "Employer".
Under Section 11.1 of the Plan, Giant has been granted the right to
amend the Plan in whole or in part at any time and from time to time,
subject to certain restrictions set forth in the Plan, on behalf of the
Employer.

     NOW THEREFORE, Giant deems it advisable to amend the Plan in the
manner hereinafter set forth and hereby adopts this tenth amendment.

     Article I of the existing Plan is removed and replaced by the
attached Article I which is incorporated herein by this reference.

     The terms used in this Tenth Amendment which are defined in the
Plan shall have the same meaning given to such terms in the Plan.

     Except as modified by this Tenth Amendment, the Plan shall
continue in full force and effect and the Plan and all  amendments
thereto shall be read, taken and construed as one and the same
document.

     Executed on the 15th day of December, 1997, to be effective as of
January 1, 1997, unless otherwise specified on the relevant replacement
page.

FOR THE EMPLOYER:              ADMINISTRATIVE COMMITTEE:


GIANT INDUSTRIES, INC.         _____________________________
A Delaware Corporation         Morgan M. Gust

                               _____________________________
By_______________________      A. Wayne Davenport
  _______________________
                               _____________________________
                               Charles F. Yonker
By_______________________
  _______________________      TRUSTEE:

                               BANK OF AMERICA, N.T. & S.A.

                               By___________________________
                                 Its________________________


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        EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST AGREEMENT
        OF GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES

                   INDEX AFTER TENTH AMENDMENT
                                                               PAGE
INTRODUCTION

I.   DESIGNATION OF PLAN AND DEFINITIONS........................1.1

     1.1  Accounts..............................................1.1
     1.2  Alternate Payee.......................................1.1
     1.3  Asset Account.........................................1.2
     1.4  Beneficiary or Beneficiaries..........................1.2
     1.5  Board of Directors....................................1.3
     1.6  Break in Service......................................1.4
     1.7  Ciniza................................................1.4
     1.8  Code..................................................1.4
     1.9  Committee.............................................1.4
     1.10 Compensation..........................................1.4
     1.11 Disability............................................1.6
     1.12 Effective Date........................................1.7
     1.13 Employee..............................................1.7
     1.14 Employer..............................................1.8
     1.15 Employer Real Property...............................1.11
     1.16 Employer Stock.......................................1.11
     1.17 ERISA................................................1.12
     1.18 Exempt Loan..........................................1.12
     1.19 Fiduciary............................................1.12
     1.20 Fiscal Year..........................................1.13
     1.21 Former Participant...................................1.13
     1.22 Giant................................................1.13
     1.23 Giant Arizona........................................1.13
     1.24 Highly Compensated...................................1.13
     1.25 Hixon................................................1.17
     1.26 Hour of Service......................................1.17
     1.27 Ineligible Participant...............................1.18
     1.28 Investment Manager...................................1.18
     1.29 Participant..........................................1.19
     1.30 Plan.................................................1.19
     1.31 Qualifying Employer Real Property....................1.19
     1.32 Section 1042 Employer Stock..........................1.20
     1.33 Section 1042 Employer Stock Account..................1.20
     1.34 Suspense Account.....................................1.20
     1.35 Temporary Stock Account..............................1.20
     1.36 Trust or Trust Fund..................................1.20
     1.37 Trustee..............................................1.21
     1.38 Union Employee.......................................1.21
     1.39 Unrestricted Employer Stock..........................1.21
     1.40 Unrestricted Employer Stock Account..................1.21
     1.41 Valuation Date.......................................1.21
     1.42 Year of Service......................................1.21
     1.43 Year of Service......................................1.22


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                                                               PAGE

II.  PARTICIPATION..............................................2.1

     2.1  Eligibility Requirements..............................2.1
          (a)  General Eligibility Rule.........................2.1
          (b)  Eligibility Upon Re-employment...................2.1
     2.2  Employee Participation................................2.2
     2.3  Retirement............................................2.3
          (a)  Normal Retirement................................2.3
          (b)  Late Retirement..................................2.3

III. CONTRIBUTIONS..............................................3.1

     3.1  Employer Contributions and Limitations
          on Annual Additions...................................3.1
          (a)  Employer Contributions...........................3.1
          (b)  Overall Limitation on Contributions..............3.3
               (1)  Basic Limitations...........................3.3
               (2)  Special Limitations.........................3.4
               (3)  Adjustment for Excessive
                    Annual Additions.........................3.4(a)
               (4)  Participation in Multiple Plans.............3.5
               (5)  Special Rule for Defined
                    Contribution Plan Fraction..................3.6
               (6)  Definitions.................................3.8
     3.2  Time of Payment of Contribution.......................3.8
     3.3  Voluntary Contributions...............................3.8

IV.  ALLOCATIONS TO ACCOUNTS....................................4.1

     4.1  Creation of Accounts..................................4.1
          (a)  Creation of Accounts for New
               Participants.....................................4.1
          (b)  Creation of Accounts for Alternate...............4.1
               Payees
     4.2  Account Statements....................................4.2
     4.3  Forfeitures...........................................4.2
          (a)  Forfeitures from Asset Accounts..................4.2
          (b)  Forfeitures from Employer
               Stock Accounts...................................4.3
          (c)  Order of Allocations.............................4.4
     4.4  Allocation of Purchased Unrestricted
          Employer Stock and Section 1042 Employer
          Stock Released with Certain Dividends.................4.4
          (a)  Unrestricted Employer Stock
               Purchased with Plan Assets.......................4.4
          (b)  Section 1042 Employer Stock Released
               with Certain Dividends...........................4.5
          (c)  Order of Allocations.............................4.6
     4.5  Valuation of Accounts.................................4.7
          (a)  Asset Accounts...................................4.7
          (b)  Employer Stock Accounts..........................4.9
          (c)  Order of Allocations.............................4.9
     4.6  Annual Employer Contribution Allocation...............4.9
     4.7  Allocations of Employer Stock........................4.10
          (a)  Allocation of Stock Contributed
               by the Employer.................................4.10

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                                                               PAGE
          (b)  Allocation of Section 1042
               Employer Stock..................................4.10
          (c)  Allocation of Unrestricted Employer
               Stock from Suspense Account and
               Purchased Unrestricted Employer Stock...........4.12
          (d)  Order of Allocations............................4.12
     4.8  Voting Rights in Employer Stock......................4.13
     4.9  Right to Tender Employer Stock.......................4.15
     4.10 Coverage Fail-Safe...................................4.18

V.   BENEFITS...................................................5.1

     5.1  Vesting of Interests..................................5.1
          (a)  Upon Death, Disability or Retirement.............5.1
          (b)  Termination for Other Reasons....................5.1
          (c)  Calculation of Years of Service..................5.2
               (1)  General Rules for Crediting
                    Years of Service............................5.2
               (2)  Special Rules for Crediting
                    Years of Service Upon
                    Reemployment................................5.2
                    (A)  Delay in Crediting Years
                         of Service.............................5.2
                    (B)  Rule of Parity.........................5.3
                    (C)  Effect on Portion of
                         Accounts Earned Prior to
                         Break in Service.......................5.3
               (3)  Break in Service Rules for Pre-
                    January 1, 1985 Plan Years..................5.3
          (d)  Transition Rule..................................5.3
     5.2  Form of Distribution..................................5.4
          (a)  Distribution in Cash or in Stock.................5.4
          (b)  Lifetime Distributions...........................5.5
               (1)  General Rule................................5.5
               (2)  Additional Lifetime Installments
                    Distributions...............................5.5
          (c)  Distributions Upon Death.........................5.6
     5.3  Distributions in Stock................................5.7
     5.4  Distributions in Cash.................................5.9
     5.5  Distributions in Cash and Stock......................5.10
     5.6  Time of Distribution.................................5.11
          (a)  General Rule....................................5.11
          (b)  Consents and Notices............................5.12
               (1)  Accounts of $3,500 or Less.................5.12
               (2)  Accounts in Excess of $3,500...............5.13
               (c)  Liquidity Limitations......................5.14
     5.7  Dividends............................................5.15
          (a)  Dividends on Stock Allocated to
               Unrestricted Employer Stock Accounts
               and Section 1042 Employer Stock
               Accounts........................................5.15
          (b)  Dividends on Stock Allocated to
               the Unallocated Stock Account...................5.16
          (c)  Dividends on Stock Allocated to
               the Suspense Account............................5.16
          (d)  Treatment of Distributed Dividends..............5.17


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                                                               PAGE
     5.8  Put Option and Right of First
          Refusal..............................................5.17
          (a)  Put Option......................................5.17
          (b)  Right of First Refusal..........................5.18
     5.9  Non-Vested Interests.................................5.19
          (a)  Forfeitures.....................................5.19
          (b)  Repayment of Prior Distribution.................5.20
          (c)  Termination of Employment with
               No Distribution.................................5.21
     5.10 Participant Loans....................................5.23

VI.  [RESERVED]

VII. THE COMMITTEE..............................................7.1

     7.1  Members...............................................7.1
     7.2  Committee Action......................................7.1
     7.3  Rights and Duties.....................................7.2
     7.4  Procedure for Establishing Funding
          Policy -Transmittal of Information....................7.6
     7.5  Delegation of Investment Responsibility...............7.7
     7.6  Delegation of Non-Investment Fiduciary
          Responsibility........................................7.8
     7.7  Duty of Care..........................................7.9
     7.8  Compensation, Indemnity and Liability.................7.9

VIII.  THE TRUSTEE..............................................8.1

     8.1  Appointment of Trustee................................8.1
     8.2  Resignation and Removal...............................8.1
     8.3  Successor Trustee.....................................8.2
     8.4  General Duties of Trustee.............................8.3
     8.5  Accounts and Records..................................8.4
     8.6  Compensation and Expenses.............................8.5
     8.7  Employment of Agents..................................8.6
     8.8  Third Party May Rely..................................8.6
     8.9  Notice Must be in Writing and Received................8.6
     8.10 Valuation.............................................8.6

IX.  POWERS OF THE TRUSTEE......................................9.1

     9.1  Investment of Trust Fund..............................9.1
     9.2  Exempt Loans..........................................9.1
     9.3  Permitted Investment Acts.............................9.5
     9.4  Prohibited Investment Acts............................9.7
     9.5  Diversification.......................................9.8

X.   PORTABILITY AND ROLL-OVER.................................10.1

     10.1 Portability..........................................10.1
          (a)  Direct Rollovers................................10.1
          (b)  Definitions.....................................10.1
     10.2 Receipt of Direct Rollovers..........................10.2


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                                                               PAGE

XI.  AMENDMENT AND TERMINATION.................................11.1

     11.1  Amendments..........................................11.1
     11.2  Discontinuance of Plan..............................11.3
     11.3  Merger or Consolidation.............................11.4
     11.4  Failure to Contribute...............................11.4

XII. MISCELLANEOUS.............................................12.1

     12.1  Contributions Not Recoverable.......................12.1
     12.2  Limitations on Participants' Rights.................12.2
     12.3  Receipt and Release.................................12.2
     12.4  Assignment and Alienation...........................12.2
     12.5  Qualified Domestic Relations Orders.................12.3
     12.6  Governing Law.......................................12.3
     12.7  Headings, Etc., Not Part of Agreement...............12.4
     12.8  Successors and Assigns..............................12.4
     12.9  Agent Designated for Service of Process.............12.4
     12.10 Benefits Payable to Incompetents....................12.4
     12.11 Pronouns............................................12.5
     12.12 Reference to Laws...................................12.5

XIII. EARLY WITHDRAWAL OF EMPLOYER CONTRIBUTIONS...............13.1

XIV. TOP HEAVY PROVISIONS......................................14.1

     14.1 Application of Top Heavy Provisions..................14.1
     14.2 Vesting Requirements.................................14.1
     14.3 Compensation Limitation..............................14.2
     14.4 Minimum Allocation...................................14.3
     14.5 Limitations on Contributions and
          Benefits for Key Employees...........................14.4
     14.6 Rules for Determining Top Heavy Status...............14.4
     14.7 Definitions..........................................14.6


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                             ARTICLE I.

               DESIGNATION OF PLAN AND DEFINITIONS

     This Employee Stock Ownership Plan shall be known as the "Employee
Stock Ownership Plan and Trust Agreement of Giant Industries, Inc. and
Affiliated Companies."  For purposes of Plan investments and other
transactions, the Plan may be referred to as the "Giant ESOP."  The
following terms shall have the following meanings unless a different
meaning is plainly required by the context.  Whenever in these
definitions a word or phrase not previously defined is used, such word
shall have the meaning thereafter given to it in Article I unless
otherwise specified.

          1.1     "Accounts" shall mean the Asset Account, Unrestricted
Employee Stock Account, and Section 1042 Employer Stock Account, if
any, established for any Participant, Former Participant, Alternate
Payee or Beneficiary.

          1.2     "Alternate Payee" means any spouse, former spouse,
child or other dependent of a Participant who is entitled to receive
all or a portion of a Participant's Account pursuant to a domestic
relations order which is determined to be a qualified domestic
relations order in accordance with Section 12.5.  An Alternate Payee
shall not be a Beneficiary for purposes of this Plan unless such
Alternate Payee is named as a Beneficiary pursuant to Section 1.4.  The
Alternate Payee shall have only the rights specified under the Plan and
shall not be deemed to have the rights of a Participant, Former
Participant or Beneficiary unless expressly stated.

          1.3     "Asset Account" shall mean the account used to
reflect an interest in assets of the Plan other than Employer Stock.

          1.4     "Beneficiary" or "Beneficiaries" shall mean the
person or persons last selected by a Participant, Former Participant,
or Alternate Payee on a form provided by the Committee and by the terms
of the Plan to receive any amounts payable under the Plan following the
death of the Participant or Alternate Payee.  The designation by a


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Participant or Former Participant of a Beneficiary other than his
spouse shall not be effective unless the spouse of the Participant or
Former Participant gives written consent to the designation.  A
Participant, Former Participant, or Alternate Payee may change the
Beneficiary from time to time on a form provided by the Administrative
Committee, however, unless a Participant's or Former Participant's
spouse's initial consent to the designation of a Beneficiary other than
the spouse expressly acknowledges that the spouse has a right to limit
her consent to a specific Beneficiary and unless such spouse expressly
relinquishes the right to approve any change in Beneficiary, the spouse
must also give written consent to a change in a Participant's or Former
Participant's selection of a Beneficiary other than the spouse.  Any
spousal consent shall acknowledge the effect of the Participant's or
Former Participant's selection and shall be witnessed by a Notary
Public.  The consent of the spouse shall not be required to the
selection of a Beneficiary by a Participant or Former Participant upon
proof satisfactory to the Committee that  the Participant or Former
Participant is not married, the spouse of the Participant or Former
Participant cannot be located, or the consent of the spouse cannot be
obtained under such circumstances as may be prescribed in regulations
issued by the U.S. Secretary of the Treasury or his delegate.  If no
Beneficiary is designated, or in the event no Beneficiary or contingent
Beneficiary is surviving at the time of the Participant's, Former
Participant's or Alternate Payee's death, a Participant's, Former
Participant's or Alternate Payee's Beneficiary shall be deemed to be
his spouse, if living, or if there is no spouse living, the
Participant's, Former Participant's or Alternate Payee's issue, by
right of representation, or if neither the Participant's, Former
Participant's or Alternate Payee's spouse nor any issue are  living,
the Participant's, Former Participant's or Alternate Payee's estate.
If a Participant or Alternate Payee completes a form designating more
than one Beneficiary, his Accounts will be divided equally among the
Beneficiaries who survive him, unless he directs otherwise in writing.

          1.5     "Board of Directors" shall mean the Board of
Directors of Giant Industries, Inc., a Delaware corporation, unless
otherwise specifically indicated.



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          1.6     "Break in Service" shall mean an Eligibility
Computation Period, as defined in Section 1.41, or a Vesting
Computation Period, as defined in Section 1.42, during which an
Employee or a Participant fails to complete at least five hundred (500)
Hours of Service.

          1.7     "Ciniza" shall mean Ciniza Production Company, a New
Mexico corporation.

          1.8     "Code" shall mean the Internal Revenue Code of 1986,
as amended from time to time.

          1.9     "Committee" shall mean the Committee appointed by
Giant Industries, Inc., a Delaware corporation, pursuant to Article VII
of this Plan.

          1.10     "Compensation" with respect to any Participant for
any Fiscal Year beginning on or after January 1, 1989, shall mean and
include the total compensation within the meaning of Treasury
Regulation Section 1.415-2(d)(11)(i), paid by the Employer during that
portion of the Fiscal Year in which the Employee is a Participant under
the Plan; provided that for any Fiscal Year beginning on or after
January 1, 1987, Compensation of an Employee shall be limited to one
hundred and fifty thousand dollars ($150,000) per Fiscal Year, and
further provided that for any Fiscal Year beginning on or after January
1, 1993, the term Compensation shall include elective contributions
that are not includible in gross income under Code Sections 125,
402(e)(3), 402(h) and 403(b) which are made by the Employer on behalf
of a Participant during that portion of the Fiscal Year in which the
Employee is a Participant under the Plan.  Effective January 1, 1997,
Compensation shall exclude reimbursement or other expense allowances,
fringe benefits (cash and noncash), moving expenses, deferred
compensation, welfare benefits (including, but not limited to severance
benefits), the value of a qualified or nonqualified stock option
granted to an Employee by the Employer to the extent such value was
includible in the Employee's taxable income, and the amount realized
from the exercise of a qualified or nonqualified stock option.



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     In determining Compensation under the Plan for any Fiscal Year
beginning on or after January 1, 1989, and before January 1, 1997, a
Participant who is either a more than five percent owner of the
Employer as defined in Code Section 414(q)(3) or one of the top ten
(10) Highly Compensated Employees as defined in Code Section 414(q)(6)
(hereinafter referred as a "Super Highly Compensated Participant"), a
Participant who is a spouse of a Super Highly Compensated Participant
on any day of the Fiscal Year and/or a Participant who has not attained
age nineteen (19) before the close of the Fiscal Year and who is a
lineal descendent of a Super Highly Compensated Participant, shall be
treated as a "Family Group".  Notwithstanding any other provision of
the Plan to the contrary, the total Compensation of a Family Group
cannot exceed $200,000 for any Fiscal Year beginning on or after
January 1, 1989 and before January 1, 1994, $150,000 for any Fiscal
Year beginning on or after January 1, 1994, or such greater amounts as
determined by the Secretary of the Treasury in accordance with Code
Section 401(a)(17) (hereinafter referred to as the "Family Group
Limitation") for Fiscal Years beginning on or after January 1, 1989.
If the total Compensation of a Family Group after applying a $150,000
per individual limitation to each Family Group member and before
applying of the Family Group Limitation for the Fiscal Year to the
Family Group, exceeds the Family Group Limitation for the Fiscal Year,
the Compensation of any individual member of a Family Group shall be
determined based upon the ratio that each Family Group member's
Compensation after applying the $150,000 limitation but before applying
the Family Group Limitation for the Fiscal Year, bears to the
Compensation of all Family Group members after applying the $150,000
limitation but before applying the Family Group Limitation for the
Fiscal Year, multiplied by the Family Group Limitation for the Plan
Year.

          1.11     "Disability" shall mean a physical or mental
condition resulting from bodily injury, disease, or mental disorder
which can be expected to result in death or to last at least 12 months,
which totally and presumably permanently prevents a Participant from
continuing any gainful occupation, and which condition is determined to
be a disability under the federal Social Security Acts by the
appropriate Disability Determination Services Office of the Social
Security Administration.


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          1.12     "Effective Date" shall mean July 1, 1987 for the
amendment and restatement of the Plan as an employee stock ownership
plan and a stock bonus plan within the meaning of Code Sections 401(a)
and 4975(e)(7).  The Plan was originally adopted as a profit sharing
plan effective as of August 15, 1969.

          1.13     "Employee" shall mean any person who is employed by
the Employer other than any person who serves only as a director or any
person who is a Union Employee.  For any Fiscal Year beginning on or
after January 1, 1984, the term Employee shall include any Leased
Employee.  For purposes of this Section, the term Leased Employee
includes an individual (who is not otherwise employed by the Employer)
who, pursuant to a leasing agreement between the Employer and any other
person, has performed services for the Employer (or for the Employer
and any persons related to the Employer within the meaning of Code
Section 144(a)(3)) on a substantially full-time basis for at least one
year and who performs services historically performed by employees in
the Employer's business field, provided that for Fiscal Years between
January 1, 1984 and December 31, 1986, the term Leased Employee
excludes any such individual who is covered by a plan described in Code
Section 414(n)(5) and for purposes of services performed by such
individuals after December 31, 1986, the term Leased Employee excludes
any such individual who is covered by a plan described in Code Section
414(n)(5) only if Leased Employees constitute less than twenty percent
(20%) of the Employer's non-highly compensated work force (as
determined under Code Section 414(n)(5)).  If by the terms of this
Section any Leased Employee is included in the term "Employee", all
contributions or benefits provided for or on behalf of such Leased
Employee by a leasing organization which are attributable to services
performed for the Employer shall be treated as provided by the Employer
and shall offset any benefit otherwise provided under the terms of this
Plan.

          1.14     "Employer," effective as of December 21, 1989, shall
mean Giant Industries, Inc., a Delaware corporation, Giant Industries
Arizona, Inc., an Arizona corporation, Hixon Development Company
(renamed Giant Exploration & Production Company, effective June 12,
1990), a Texas corporation, and Ciniza Production Company, a New Mexico
Corporation.  The term "Employer" shall also include any other


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corporation which becomes a member of a controlled group of
corporations (within the meaning of Section 1563(a) of the Code,
determined without regard to Sections 1563(a)(4) and (e)(3)(c) of the
Code) in which Giant is a component member and each entity (whether or
not incorporated) which comes under common control with Giant (as
defined in Section 414(c) of the Code and regulations issued
thereunder) effective as of the date the corporation or entity becomes
a member of a controlled group in which Giant is a member or comes
under common control with Giant, including Giant Stop-N-Go of New
Mexico, Inc., a New Mexico corporation, Giant Four Corners, Inc., an
Arizona Corporation, Giant Mid-Continent, Inc., an Arizona corporation,
San Juan Refining Company, a New Mexico corporation, and Phoenix Fuel
Co., Inc., an Arizona corporation, unless the Board of Directors or the
corporation or entity which becomes a member of such controlled group
affirmatively elects to exclude such corporation or entity from the
definition of Employer.  In addition, for purposes of determining Hours
of Service and Years of Service, (i) all service completed by a prior
employee of Shell Oil Company and Shell Pipe Line Corporation who
became an Employee on or about April 1, 1982 in connection with the
acquisition of the Ciniza Refinery and Pipeline by Giant Industries,
Inc., shall be included as service with the Employer, (ii) all service
completed by an Employee of Hixon prior to December 21, 1989 who was
employed by Hixon on December 20, 1989 shall be included as service
with the Employer under this Plan, (iii) effective as of January 1,
1996, all service by a prior employee of Bloomfield Refining Company
("Bloomfield") or The Gary-Williams Company ("Gary-Williams") for
service with either company or with any of their affiliates or
predecessor employers to the extent service was credited to the prior
employee under The Gary Tax Advantaged Savings Program and Profit-
Sharing Plan on October 4, 1995, but only if such employee was employed
by Bloomfield or Gary-Williams on October 3, 1995, and became an
Employee of the Employer on October 4, 1995, in connection with the
sale of assets of Bloomfield to the Employer, (iv) effective as of
January 1, 1996, all service by a prior employee of Meridian Oil Inc.,
Meridian Oil Gathering Inc., or Meridian Trading Inc. (collectively
"Meridian") for service with Meridian or with any affiliate or
predecessor employer of Meridian to the extent service was credited to
the prior employee under the Burlington Resources Retirement Savings


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Plan on August 18, 1995, but only if such employee was employed by
Meridian on August 17, 1995, and became an Employee of the Employer on
August 18, 1995, in connection with the sale of assets of Meridian to
the Employer, (v) effective as of January 1, 1996, all service by a
prior employee of Texaco Refining and Marketing Inc. ("Texaco") for
service with Texaco or with any affiliate or predecessor employer of
Texaco to the extent service was credited to the prior employee under
any plan sponsored by Texaco that qualified under Section 401(a) of the
Code, but only if such employee was employed by Texaco on July 27,
1995, and became an Employee of the Employer on July 28, 1995, in
connection with the sale of assets of Texaco to the Employer, and (vi)
effective as of July 1, 1997, all service by Pat Curtis, a human
resource generalist, or any prior employees of Thriftway Marketing
Corporation ("Thriftway") employed or hired into the transportation
division on or about May 28, 1997, for service with Thriftway before
May 28, 1997, but only if such employee was employed by Thriftway on
May 27, 1997 and became an Employee of the Employer on or about May 28,
1997 in connection with the sale of assets of Thriftway and certain
related entities to the Employer, and (vii) effective as of January 1,
1998, all service by an employee of Phoenix Fuel Co., Inc. ("Phoenix
Fuel") for service with Phoenix Fuel or an affiliate or predecessor
employer of Phoenix Fuel to the extent service was credited to such
employee on June 3, 1997 under the Phoenix Fuel Co., Inc. Section
401(k) Savings Plan as of June 3, 1997, but only if such employee was
employed by Phoenix Fuel on June 2, 1997, and became an Employee of the
Employer on June 3, 1997, in connection with the sale of the stock of
Phoenix Fuel to the Employer.

          1.15     "Employer Real Property" shall mean real property
(and related personal property) which is leased to an Employer or to an
affiliate of such Employer as defined under Section 407(d)(7) of ERISA.
Employer Real Property shall be deemed to be acquired by the Plan on
the date on which the Plan acquires the property or on the date on
which a lease from the Plan to the Employer (or affiliate) is entered
into, whichever is later.

          1.16     "Employer Stock" prior to December 21, 1989, shall
mean shares of common stock of Giant Industries Arizona, Inc., an
Arizona corporation, having a combination of voting power and dividend


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rights equal to or in excess of that class of common stock having the
greatest voting power and that class of common stock having the
greatest dividend rights, and on or after December 21, 1989 shall mean
shares of common stock issued by Giant Industries, Inc., a Delaware
corporation.  Any valuation of Employer Stock prior to December 21,
1989, and any valuation in the event shares of common stock of Giant
Industries, Inc. cease to be readily tradable on an established
securities market after December 21, 1989, shall be performed by an
independent appraiser who meets the requirements of Code Section
410(a)(28)(c).

          1.17     "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended from time to time.

          1.18     "Exempt Loan" shall mean an exempt loan within the
meaning of Code Section 4975(d)(3) and Treasury Regulations Section
54.4975-7(b)(iii), the requirements of which are more fully set forth
in Section 9.2.

          1.19 "Fiduciary" shall mean, in accordance with Section 3(21)
of ERISA, any person who exercises any discretionary authority or
discretionary control respecting management of the Plan or any
authority or control respecting management or disposition of Plan
assets, who renders investment advice for a fee or other compensation
(direct or indirect) with respect to  Plan assets or who has any
authority or responsibility to do so, and any person who has any
discretionary authority or discretionary responsibility in the
administration of the Plan.  The term Fiduciary shall be construed as
including the term "Named Fiduciary" as defined in Section 402(a)(2) of
ERISA with respect to those Fiduciaries who are identified in the Plan
as "Named Fiduciaries".

          1.20     "Fiscal Year" shall mean the year beginning on
January 1 and ending on December 31, and such Fiscal Year shall be the
plan year for all purposes under ERISA and the Code.

          1.21     "Former Participant" shall mean a Participant whose
employment with the Employer has terminated but who has vested Accounts
under the Plan which have not been paid in full and which continue to


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participate in the increase or decrease in Plan assets including, for
any Former Participant on or after December 21, 1989, any increase or
decrease in Employer Stock.

          1.22     "Giant" means Giant Industries, Inc., a Delaware
corporation.

          1.23     "Giant Arizona" means Giant Industries Arizona,
Inc., an Arizona corporation.

          1.24     "Highly Compensated Employee" means, effective for
any Fiscal Year beginning on or after January 1, 1987,  any Employee
who is a highly compensated employee as defined in Code Section 414(q)
and the applicable Treasury regulations.  Generally, any Employee is
considered a Highly Compensated Employee if during the Determination
Year or the Look-Back Year such Employee:

          (a)     was a "5% owner" as defined in Code Section
416(i)(B)(i) (i.e. who owns (or is treated as owning) more than five
percent (5%) of the outstanding stock of the Employer or stock
possessing more than five percent (5%) of the total combined voting
power of all stock of the Employer or, in the case of an unincorporated
business, any person who owns more than five percent (5%) of the
capital or profits interest in the Employer.)  In determining
percentage ownership hereunder, employers that would otherwise be
aggregated under Code Sections 414(b), (c) and (m) shall be treated as
separate employers;

          (b)     received Section 415 Compensation from the Employer
in excess of $75,000;

          (c)     received Section 415 Compensation from the Employer
in excess of $50,000 and was in the "Top-Paid Group."  An Employee is
in the Top-Paid Group if such Employee is in the group consisting of
the top twenty percent (20%) of Employees when ranked on the basis of
Section 415 Compensation (as adjusted below); or

          (d)     was an officer of the Employer whose Section 415
Compensation (as adjusted below) is greater than $45,000 (or such other


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amount which is equal to fifty percent (50%) of the amount specified in
Code Section 415(b)(1)(A) for the calendar year in which the
Determination Year or the Look-Back Year begins.

          For purposes of this Section, the Determination Year shall be
the Plan Year in which testing is being performed.  The Employer has
elected to treat the calendar year ending with or within the
Determination Year as the Look-Back Year as provided for in Treasury
regulations.  Solely for purposes of identifying Highly Compensated
Employees under the terms of this Section and Code Section 414(q),
Section 415 Compensation means Section 415 Compensation as defined in
Section 3.1(b) plus amounts described under Code Sections 125,
402(e)(3) (formerly 402(a)(8)) or 402(h)(1)(B) that are otherwise
excluded from Section 415 Compensation; and the dollar threshold amount
specified in subsections (b) and (c) of this Section shall be adjusted
at such time and in such manner as is provided in the Code.

          The term "Highly Compensated Employee" also includes a former
Employee who separated from service (or has a deemed separation from
service as determined under Treasury regulations) prior to the
Determination Year, performs no services for the Employer during the
Determination Year, and was a Highly Compensated Employee either for
the Look-Back Year or any Determination Year ending on or after his
55th birthday.

          The Committee shall make the determination of who is a Highly
Compensated Employee, including the determination of the number and
identity of the Top-Paid Group, the number of officers includible in
subsection (d), the number and identity of former Employees considered
to be Highly Compensated Employees, the identity of "Excluded
Employees," and Section 415 Compensation, in a manner consistent with
Code Section 414(q).

          For purposes of this Section, an "Excluded Employee" is
defined under Code Section 414(q)(8) and generally includes (i)
Employees who have not completed six (6) months of service; (ii)
Employees who normally work less than 17 1/2 hours per week; (iii)
Employees who normally work during not more than six (6) months during


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any Determination Year; (iv) Employees who have not attained age 21;
and (v) employees who are included in a unit of employees covered by a
collective bargaining agreement.  The number of officers taken into
account under subsection (d) will not exceed the greater of 3 or 10% of
the total number of Employees (after subtracting Excluded Employees)
but will not exceed 50 officers.  If no Employee satisfies the dollar
threshold amount in subsection (d) for the relevant Fiscal Year, the
Committee will treat the highest paid officer as satisfying subsection
(d) for that Fiscal Year.

          For purposes of applying any nondiscrimination test in a
manner consistent with the applicable Treasury regulations, the
Committee will treat as a single Highly Compensated Employee any Highly
Compensated Employee, who is a 5% owner or is one of the 10 Highly
Compensated Employees with the greatest Section 415 Compensation for
the Determination Year, and his spouse, lineal ascendants or
descendants or spouses of lineal ascendants or descendants even if such
family members are Highly Compensated Employees in their own right.

          1.25     "Hixon" shall mean Hixon Development Company, a
Texas corporation.

          1.26     "Hour of Service" shall mean each hour for which the
Employee is directly or indirectly paid or entitled to payment by the
Employer for performance of duties for the Employer including each hour
for which back pay, irrespective of mitigation of damages, has been
either awarded or agreed to by the Employer, and including each hour
for which payment is made or payable to the Employee for periods during
which the Employee is on an Employer approved leave of absence for
vacation, jury, sick, or disability leave, or military service.  Hours
of Service shall also include hours during such additional periods of
service as may be required pursuant to Department of Labor regulations.
Hours for nonperformance of duties shall be credited in accordance with
DOL Regulations Section 2530.200b-2(b).  Hours shall be credited to the
applicable computation period in accordance with DOL Regulations
Section 2530.200b-2(c).



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          1.27     "Ineligible Participant" shall mean, for purposes of
allocating Section 1042 Employer Stock, (a) a Participant who is a more
than twenty-five percent (25%) owner (or a Participant who is treated
under Code Section 409(n) as a more than twenty-five percent (25%)
owner) of any class of outstanding stock of Giant Industries, Inc. (or
prior to December 21, 1989, of Giant Industries Arizona, Inc.) or of
the total value of any class of outstanding stock of Giant Industries,
Inc. (or prior to December 21, 1989, of Giant Industries Arizona, Inc.)
whether he has elected nonrecognition of gain under Section 1042 of the
Code or not, or (b) a Participant (or a Participant who is related
within the meaning of Code Section 409(n) to a Participant) who has
elected nonrecognition of gain under Section 1042 of the Code in
connection with the sale of Employer Stock to the Plan.  A Participant
who is described in Section 1.27(b) but not in Section 1.27(a) shall be
an "Ineligible Participant" only for the period beginning on the date
on which the Employee Stock for which he elected Code Section 1042
treatment was sold to the Plan and ending on the later of (1) the date
which is ten (10) years after the date of such sale or (2) the date on
which any allocation under the Plan is made which is attributable to
the final payment of any indebtedness incurred by the Plan in
connection with such sale.

          1.28     "Investment Manager" shall mean a fiduciary (other
than a Trustee or Named Fiduciary) designated by the Committee under
this Plan to whom has been delegated the power to manage, acquire or
dispose of all or any of the assets of the Plan, who is registered as
an investment advisor under the Investment Advisers  Act of 1940, is a
bank as defined under the Investment Advisers Act of 1940 or is an
insurance company qualified to manage, acquire, or dispose of assets
under the laws of more than one State, and who has acknowledged in
writing that he is a fiduciary with respect to the management,
acquisition and control of Plan assets.

          1.29     "Participant" shall mean any Employee of the
Employer who becomes eligible for participation in accordance with the
provisions of this Plan.

          1.30     "Plan" shall mean the qualified stock bonus plan and
trust set forth in this Agreement, which is intended to be a qualified
employee stock ownership plan and trust.


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          1.31     "Qualifying Employer Real Property" shall mean
Employer Real Property:

               (a)     if a substantial number of the parcels are
dispersed geographically;

               (b)     if each parcel of real property and the improve-

ments thereon are suitable (or adaptable without excessive cost) for
more than one use;

               (c)     even if all such real property is leased to one
lessee (which may be an employer, or an affiliate of an employer); and

               (d)     if the acquisition and retention of such
property comply with the provisions of this part of ERISA (other than
section 404(a)(1)(B) to the extent it requires diversification, and
sections 404(a)(1)(C), 406, and subsection (a) of this section).

          1.32     "Section 1042 Employer Stock" shall mean Employer
Stock acquired by the Plan prior to December 21, 1989 in a transaction
which qualified for nonrecognition of gain under Code Section 1042.

          1.33     "Section 1042 Employer Stock Account" shall mean the
account used to reflect an interest in Section 1042 Employer Stock.

          1.34     "Suspense Account" shall mean the account used to
hold Employer Stock purchased pursuant to Article IX of the Plan with
the proceeds of an Exempt Loan, prior to allocation of such stock to
the Accounts of Participants under the Plan.

          1.35     "Temporary Stock Account" shall mean the interim
account used to hold Employer Stock purchased by the Trustee, other
than Employer Stock purchased pursuant to Article IX of the Plan with
the proceeds of an Exempt Loan, and to hold Employer Stock contributed
to the Plan by the Employer, prior to the allocation of such stock to
the Accounts of Participants each Fiscal Year in accordance with
Sections 4.4(a), 4.7(a) and 4.7(c).



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          1.36     "Trust" or "Trust Fund" shall mean the trust which
is established herein to hold and invest contributions made under this
Plan.

          1.37     "Trustee" shall mean the one or more individuals,
banks, trust companies or other financial institutions, which are
appointed in accordance with Article VIII to hold and manage the assets
of the Trust.

          1.38     "Union Employee" shall mean any person employed by
Employer who is a member of a unit of employees covered by any
collective bargaining agreement between employee representatives and
the Employer, wherein retirement benefits were the subject of good
faith bargaining between the parties thereto, unless said agreement
provides for participation in this Plan.

          1.39     "Unrestricted Employer Stock" shall mean Employer
Stock which was not acquired in a transaction qualifying for
nonrecognition of gain under Section 1042 of the Code.

          1.40     "Unrestricted Employer Stock Account" shall mean the
account used to reflect an interest in Unrestricted Employer Stock.

          1.41     "Valuation Date" shall mean the last day of each
Fiscal Year unless otherwise specifically indicated.

          1.42     "Year of Service" shall mean, for purposes of
eligibility under the Plan, the twelve (12) consecutive month period
commencing on

               (a)  the first day the Employee completes an Hour of
Service, or

               (b)  if the Employee incurs a Break in Service, the
first day the Employee completes an Hour of Service after such Break in
Service, and, each succeeding twelve (12) consecutive month period
beginning on anniversaries of that date during which the Employee
completes at least one thousand (1,000) Hours of Service.  The twelve


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(12) consecutive month period determined under this Section for the
calculation of a Year of Service for eligibility shall be the
Eligibility Computation Period.

          1.43     "Year of Service" shall mean, for purposes of
vesting under the Plan, the Fiscal Year

               (a)     during which a Participant first completed an
Hour of Service either as an Employee or as a Union Employee; or

               (b)     if an Employee or a Union Employee incurs a
Break in Service, the Fiscal Year during which the Employee or Union
Employee completes an Hour of Service after such Break in Service,
and each succeeding Fiscal Year during which an Employee or a Union
Employee completes at least one thousand (1,000) Hours of Service;
provided, however, that any Employee or a Union Employee hired on or
before June 30, 1993 who becomes a Participant under the terms of
Section 2.1 prior to the Seventh Amendment shall be credited in all
events with one Year of Service for the Fiscal Year in which such
Employee or Union Employee becomes a Participant.  The Fiscal Year
shall be the Vesting Computation Period.


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