EXHIBIT 10.30
                       SECOND AMENDMENT
                            OF THE
                    GIANT INDUSTRIES, INC.
                    & AFFILIATED COMPANIES
                          401(K) PLAN

     WHEREAS, Giant Industries, Inc. and certain of its affiliates
(the "Employer") adopted the Giant Industries, Inc. & Affiliated
Companies 401(k) Plan (the "Plan") effective July 1, 1993; and

     WHEREAS, the Employer amended and restated the Plan, effective
July 1, 1993, through an adoption agreement dated September 10, 1994;
and

     WHEREAS, the Employer has the authority to amend the Plan.

     NOW, THEREFORE, the Employer hereby amends the Plan as follows:

     Pages 5 and 13, and the Attachment to Adoption Agreement for
Giant Industries, Inc. & Affiliated Companies 401(k) Plan of the
existing Plan are hereby removed and replaced by the attached
replacement pages 5 and 13, and the Attachment to Adoption Agreement
for Giant Industries, Inc. & Affiliated Companies 401(k) Plan.

     This amendment is effective January 1, 1997, except as otherwise
stated in the replacement pages of the attachment.

                                  GIANT INDUSTRIES, INC. &
                                  AFFILIATED COMPANIES

12/31/97
_______________                   ______________________________
Date                              A. Wayne Davenport
                                  Vice President and CFO

                                  Accepted by:
                                  FIDELITY MANAGEMENT TRUST COMPANY,
                                  as Trustee


_______________                   ______________________________
Date                              Name:
                                  Title:

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     (c) DATE OF INITIAL PARTICIPATION - AN EMPLOYEE WILL BECOME A
         PARTICIPANT UNLESS EXCLUDED BY SECTION 1.03(a)(3) ABOVE ON
         THE ENTRY DATE IMMEDIATELY FOLLOWING THE DATE THE EMPLOYEE
         COMPLETES THE SERVICE AND AGE REQUIREMENT(S) IN SECTION
         1.03(a), IF ANY, EXCEPT (check one):

         (1)  [ ] No exceptions.

         (2)  [ ] Employees employed on the Effective Date in Section
                  1.01(g) will become Participants on that date.

         (3)  [X] Employees who meet the age and service
                  requirement(s) of Section 1.03(a) on the Effective
                  Date in Section 1.01(g) will become Participants on
                  that date.


1.04  COMPENSATION

      (a) FOR PURPOSES OF DETERMINING CONTRIBUTIONS UNDER THE PLAN,
          COMPENSATION SHALL BE AS DEFINED IN SECTION 2.01(a)(7), BUT
          EXCLUDING (check the appropriate box(es)):

          (1)  [ ] Overtime Pay.

          (2)  [ ] Bonuses.

          (3)  [ ] Commissions.

          (4)  [X] The value of a qualified or a non-qualified stock
                   option granted to an Employee by the Employer to
                   the extent such value is includable in the
                   Employee's taxable income.

                   See attachment.

                   Note: These exclusions shall not apply for
                   purposes of the "Top Heavy" requirements in
                   Section 9.03 or allocating Discretionary Employer
                   Contributions if an Integrated Formula is elected
                   in Section 1.05(a)(2)(B).

          (5)  [ ] No exclusions.




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                                                  Second Amendment)

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1.08  PREDECESSOR EMPLOYER SERVICE

      [X]  SERVICE FOR PURPOSES OF ELIGIBILITY IN SECTION 1.03(a)(1)
           AND VESTING IN SECTION 1.07(a) OF THIS PLAN SHALL INCLUDE
           SERVICE WITH THE FOLLOWING EMPLOYER(S):

      (a)  See attachment.

      (b)  See attachment.

      (c)  See attachment.

      (d)  See attachment.


1.09  PARTICIPANT LOANS

      PARTICIPANT LOANS (check (a) or (b)):

      (a)  [ ] WILL BE ALLOWED IN ACCORDANCE WITH SECTION 7.09,
               SUBJECT TO A $1,000 MINIMUM AMOUNT AND WILL BE GRANTED
               (check (1) or (2)):

               (1)  [ ] for any purpose.
               (2)  [ ] for hardship withdrawal (as defined in
                        Section 7.10) purposes only.

      (b)  [X] WILL NOT BE ALLOWED.


1.10  HARDSHIP WITHDRAWALS

      PARTICIPANT WITHDRAWALS FOR HARDSHIP PRIOR TO TERMINATION OF
      EMPLOYMENT (check one):

      (a)  [X]  WILL BE ALLOWED IN ACCORDANCE WITH SECTION 7.10,
                SUBJECT TO A $1,000 MINIMUM AMOUNT.

      (b)  [ ]  WILL NOT BE ALLOWED.




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                                                  Second Amendment)

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      ATTACHMENT TO ADOPTION AGREEMENT FOR GIANT INDUSTRIES, INC.
                  AFFILIATED COMPANIES 401(K) PLAN

Section 1.04(a)(4).

     Effective January 1, 1997, Compensation shall exclude (1) the
     value of a qualified or a nonqualified stock option granted to
     an Employee by the Employer to the extent such value is
     includable in the Employee's taxable income, (2) the amount
     realized from the exercise of a qualified or nonqualified stock
     option and (3) severance benefits.

Section 1.05(c)(4)(A).

     An Employee of Giant Exploration & Production Company ("E&P")
     who is employed by E&P on July 16, 1996, and who is not
     thereafter transferred from E&P to another affiliate or division
     that is part of the Employer, shall be deemed to satisfy the
     requirements of this Section 1.05(c)(4)(A) for the Plan Year
     ending December 31, 1996.

Section 1.08

     (a)  Effective as of January 1, 1996, Bloomfield Refining
          Company ("Bloomfield"), The Gary-Williams Company ("Gary-
          Williams"), and any affiliate or predecessor employer of
          either, but only to the extent service was credited under
          The Gary Tax Advantaged Savings Program and Profit-Sharing
          Plan on October 4, 1995 with respect to such employer, and
          only for employees who were employed by Bloomfield or Gary-
          Williams on October 3, 1995, and became Employees of the
          Employer on October 4, 1995, in connection with the sale of
          assets of Bloomfield Refining Company to the Employer.

     (b)  Effective as of January 1, 1996, Meridian Oil Inc.,
          Meridian Oil Gathering Inc., and Meridian Oil Trading Inc.
          (collectively "Meridian"), and any affiliate or predecessor
          employer of Meridian, but only to the extent service was
          credited under the Burlington Resources Retirement Savings
          Plan on August 18, 1995 with respect to such employer, and
          only for employees who were employed by Meridian on August
          17, 1995, and became Employees of the Employer on August
          18, 1995, in connection with the sale of assets of Meridian
          to the Employer.



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                                                 Second Amendment)

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     (c)  Effective as of January 1, 1996, Texaco Refining and
          Marketing Inc. ("Texaco"), and any affiliate or predecessor
          employer of Texaco, but only to the extent service was
          credited under any plan sponsored by Texaco that qualified
          under Section 401(a)(4) of the Code, and only for an
          employee who was employed by Texaco on July 24, 1993, and
          became an Employee of the Employer on July 25, 1995 in
          connection with the sale of assets of Texaco to the
          Employer.

     (d)  Effective as of July 1, 1997, Thriftway Marketing
          Corporation ("Thriftway") for service before May 28, 1997
          but only for Pat Curtis, a human resource generalist, and
          for employees employed by Thriftway on May 27, 1997 who
          were employed or hired into the transportation division on
          or about May 28, 1997 and who became Employees of the
          Employer on May 28, 1997 in connection with the sale of
          assets of Thriftway and certain related entities to the
          Employer.

AMENDMENT TO BASIC PLAN DOCUMENT

     By way of clarification and emphasis, Section 13.01 is amended
by inserting the words "Discretionary authority" at the beginning of
each of clauses (b)-(f), and in each such clause, revising "To" to
read "to".



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                                                 Second Amendment)