EXHIBIT 10.2
                FIRST AMENDMENT TO CREDIT AGREEMENT

     This FIRST AMENDMENT TO CREDIT AGREEMENT (this "First
Amendment") is entered into as of December 17, 1999, among GIANT
INDUSTRIES, INC., a Delaware corporation (the "Company"), BANK OF
AMERICA, N.A. (formerly known as Bank of America National Trust and
Savings Association) as administrative agent (the "Administrative
Agent") and as a Bank, UNION BANK OF CALIFORNIA, as a Bank and BANK
ONE, ARIZONA, N.A., as a Bank. Capitalized terms which are used
herein without definition and which are defined in the Credit
Agreement referred to below shall have the meanings ascribed to
them in the Credit Agreement.

     WHEREAS, the Company, the Administrative Agent and the Banks
are parties to a certain Credit Agreement dated as of December 23,
1998 (the "Credit Agreement"); and

     WHEREAS, the Company desires to repurchase its stock pursuant
to a tender offer as herein described and in order to permit such
repurchase the Company has requested certain amendments to the
Credit Agreement as herein set forth, and subject to the terms
hereof the Administrative Agent and the Banks are willing to agree
to the Company's requested amendments;

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

     SECTION 1.  Amendments to the Credit Agreement.

     (a)  Amendment to Section 1.01.  Section 1.01 of the Credit
Agreement is hereby amended by adding the following definition
thereto:

               "Tender Offer" means the Company's offer to
          shareholders to repurchase the Company's stock in
          compliance with applicable law and regulations; provided,
          however, that the aggregate price paid by the Company for
          purchase of shares pursuant to the Tender Offer shall not
          exceed $14,000,000; and provided further, that all
          purchases pursuant to the Tender Offer shall be
          consummated not later than February 29, 2000.

     (b)  Amendment to Section 8.09 (Restricted Payments).  Section
8.09(c) of the Credit Agreement is hereby amended to add the
following to the end thereof:

               "provided, however, that the stock purchased by the
          Company pursuant to the Tender Offer shall not be
          included in calculating said 1,000,000 shares."

     (c)  Amendment to Section 8.12 (Minimum Consolidated Tangible
Net Worth).  Section 8.12 of the Credit Agreement is hereby amended
as follows: delete "October 1, 1998" in clause (ii) and insert in
lieu thereof "October 1, 1999"; and add the following words to the
end of Section 8.12: "provided, however, that in the event that the
Tender Offer is withdrawn or for some other reason that Company
does not purchase any stock pursuant to the Tender Offer, the
operative date in clause (ii) of this Section 8.12 shall be October
1, 1998 instead of October 1, 1999."

     (d)  Amendment to Section 8.14 (Maximum Capitalization Ratio).
Section 8.14 of the Credit Agreement is hereby amended to read as
follows: delete "December 31, 1999" in clauses (i) and (ii) and
insert in lieu thereof "December 31, 2000"; and add the following
words to the end of Section 8.14: "provided, however, that in the
event that the Tender Offer is withdrawn or for some other reason
that Company does not purchase any stock pursuant to the Tender
Offer, the operative dates in clause (i) and (ii) of this Section
8.14 shall be December 31, 1999 instead of December 31, 2000."

     SECTION 2.  Representations and Warranties.  The Company
represents and warrants to the Administrative Agents and to each of
the Banks that:

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

     (b)  The representations and warranties set forth in Article V
of the Credit Agreement are true and correct in all material
respects before and after giving effect to this Amendment with the
same effect as if made on the date hereof.

     (c)  As of the date hereof, at the time of and immediately
after giving effect to this Amendment, no Default or Event of
Default has occurred and is continuing.

     (d)  No material adverse change in the business, assets,
operations, financial condition, liabilities or capitalization of
the Company and its Subsidiaries has occurred since December 31,
1998.

     (e)  No approval, consent, exemption, authorization or other
action by, or notice to, or filing with, any Governmental Authority
is necessary or required in connection with the Tender Offer, other
than the filing of the Schedule 13e-4 with the SEC. The Tender
Offer has been duly authorized by all necessary corporate action,
and does not and will not (a) contravene the terms of the Company's
Organization Documents; (b) conflict with or result in any breach
or contravention of, or the creation of any Lien under, any
document evidencing any material Contractual Obligation to which
the Company is a party or any order, injunction, writ or decree of
any Governmental Authority to which the Company is subject; or (c)
violate any Requirement of Law.

     SECTION 3.  Conditions of Effectiveness.  This Amendment shall
be effective on the date of satisfaction of the following
conditions precedent:

     (a)  Amendment. This Amendment, signed by the Company, the
Guarantors, the Administrative Agent, and the Majority Banks;

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

     (c)  Payment of Fees. Payment by the Company to the
Administrative Agent for the account of each Bank, of an amendment
fee in the amount of 10 basis points times each Bank's Commitment.

     (d)  Other. Such other approvals, opinions and documents as
the Administrative Agent or the Majority Banks may request.

     SECTION 4.  Effect of Amendment.  This Amendment (i) except as
expressly provided herein, shall not be deemed to be a consent to
the modification or waiver of any other term or condition of the
Credit Agreement or of any of the instruments or agreements
referred to therein and (ii) shall not prejudice any right or
rights which the Administrative Agent or the Banks may now have
under or in connection with the Credit Agreement, as amended by
this Amendment. Except as otherwise expressly provided by this
Amendment, all of the terms, conditions and provisions of the
Credit Agreement shall remain the same. It is declared and agreed
by each of the parties hereto that the Credit Agreement, as amended
hereby, shall continue in full force and effect, an that this
Amendment and such Credit Agreement shall be read and construed as
one instrument.

     SECTION 5. Miscellaneous. This Amendment shall for all
purposes be construed in accordance with and governed by the laws
of the State of California and applicable federal law. The captions
in this Amendment are for convenience of reference only and shall
not define or limit the provisions hereof. This Amendment may be
executed in separate counterparts, each of which when so executed
and delivered shall be an original, but all of which together shall
constitute one instrument. In proving this Amendment, it shall not
be necessary to produce or account for more than one such
counterpart.

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     NO ORAL AGREEMENTS. THE CREDIT AGREEMENT (AS AMENDED BY THIS
FIRST AMENDMENT) AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF
THE PARTIES.

     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

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

                               GIANT INDUSTRIES, INC.

                               By: /s/ MARK B. COX
                                  ----------------------------
                                  Name: Mark B. Cox
                                  Title: V.P. & Treasurer

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                     BANK OF AMERICA, N.A., (formerly known as
                     Bank of America National Trust and Savings
                     Association), as Administrative Agent and as a
                     Bank

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

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                              BANK ONE, ARIZONA, N.A.

                              By: /s/ STEPHEN LUTTRELL
                                 ---------------------------------
                                 Name: Stephen Luttrell
                                 Title: Vice President




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                              UNION BANK OF CALIFORNIA, N.A.

                              By: /s/ KARYSSA M. HENDERSON
                                 ---------------------------------
                                 Karyssa M. Henderson
                                 Vice President

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GUARANTORS' RATIFICATION

Each of the Guarantors hereby consents to and accepts the terms and
conditions of the foregoing First Amendment, agrees to be bound by
the terms and conditions hereof, and ratifies and confirms that its
Guaranty dated as of December 23, 1998 executed and delivered in
connection with the Credit Agreement is and remains in full force
and effect.

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

                           By: /s/ GARY R. DALKE
                              -------------------------------
                              Name: Gary R. Dalke
                              in each case, as Controller
                              and Vice President