EXHIBIT 10.30
                           FIRST 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 2, 10, 13 and 18, and the sheet attached to page 3, of the
existing Plan are hereby removed and replaced by the attached
replacement pages 2, 10, 13, and 18, and the sheet to be attached to
page 3, and the  Attachment to Adoption Agreement for Giant
Industries, Inc. & Affiliated Companies 401(k) Plan  is hereby adopted
as part of the Plan.

     This amendment is effective January 1, 1996, except as otherwise
stated in the replacement pages of the attachment.


                                     GIANT INDUSTRIES, INC. &
                                     AFFILIATED COMPANIES

10-17-96                             /s/ A. WAYNE DAVENPORT
--------------                       ------------------------------
Date                                 A. Wayne Davenport
                                     Vice President and CFO

                                     Accepted by:
                                     FIDELITY MANAGEMENT TRUST
                                     COMPANY, as Trustee

11-14-96                             /s/ WAYNE A. ISSAC
--------------                       ------------------------------
Date                                 Name: Wayne A. Issac
                                     Title: Sr. Legal Counsel/
                                            Authorized Signatory

<PAGE>
<PAGE>

         (2) [X] Amendment Effective Date:  1-1-96.  This is (check one):

             (A) [X] an amendment of The CORPORATE plan for Retirement
                     Adoption Agreement previously executed by the
                     Employer; or

             (B) [ ] a conversion from another plan document into The
                     CORPORATE plan for Retirement.

                 The original effective date of the Plan:  7-1-93

                 The substantive provisions of the Plan shall apply prior
                 to the Effective Date to the extent required by the Tax
                 Reform Act of 1986 or other applicable laws.

1.02 EMPLOYER

     (a) THE EMPLOYER IS:   Giant Industries, Inc.
         Address:           23733 N. Scottsdale Rd.
                            Scottsdale, AZ 85255

         Contact s Name:    Debra A. McKinney

         Telephone Number:  (602) 585-8888

         (1) Employer s Tax Identification Number:  86-0642718

         (2) Business form of Employer (check one):

             (A) [X] Corporation
             (B) [ ] Sole proprietor or partnership
             (C) [ ] Subchapter S Corporation
             (D) [ ] Governmental
             (E) [ ] Tax-exempt organization
             (F) [ ] Rural Electric Cooperative

         (3) Employer s fiscal year end:  12/31

         (4) Date business commenced:  12/68



NS8/1/93                     2             Substitute Page
                                           effective January 1, 1996

<PAGE>
<PAGE>

     (4) ELIGIBLITY REQUIREMENT(S)

         A Participant who makes Deferral Contributions during the Plan
         Year under Section 1.05(b) shall be entitled to Matching
         Contributions for that Plan Year if the Participant satisfies
         the following requirement(s) (Check the appropriate box(es).
         Options (B) and (C) may not be elected together):

         (A)[X] Is employed by the Employer on the last day of the
                 Plan Year.  See attachment.

         (B)[ ] Earns at least 500 Hours of Service during the Plan Year.

         (C)[ ] Earns at least 1,000 Hours of Service during the Plan Year.

         (D)[ ] Is not a Highly Compensated Employee for the Plan Year.

         (E)[ ] Is not a Partner of the Employer, if the Employer is a
                partnership.

         (F)[ ] No requirements.

         NOTE: If option (A), (B) or (C) above is selected then Matching
               Contributions can only be funded by the Employer after the
               Plan Year ends. Any Matching Contribution funded before 
               Plan Year end shall not be subject to the eligibility
               requirements of this Section 1.05(c)(4)).  If Option (A),
               (B), or (C) is adopted during a Plan Year, such option
               shall not become effective until the first day of the next
               Plan Year.

(d)  [ ] EMPLOYEE AFTER-TAX CONTRIBUTIONS (check one):

     (1) [ ] FUTURE CONTRIBUTIONS

          Participants may make voluntary non-deductible Employee
          Contributions pursuant to Section 4.09 of the Plan.  This
          option may only be elected if the Employer has elected to
          permit Deferral Contributions under Section 1.05(b).  Matching
          Contributions by the Employer are not allowed on any voluntary
          non-deductible Employee Contributions.  Withdrawals are limited
          to one per year unless Employee Contributions were allowed
          under a previous plan document which authorized more frequent
          withdrawals.

     (2)  [ ] FROZEN CONTRIBUTIONS

          Participants may not make voluntary non-deductible Employee
          Contributions but the Employer does maintain frozen Participant
          voluntary non-deductible Employee Contribution accounts.


NS8/1/93                    10             Substitute Page
                                           effective January 1, 1996
<PAGE>
<PAGE>

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)

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




NS8/1/93                    13             Substitute Page
                                           effective January 1, 1996<PAGE>
<PAGE>

(b) PLAN INVESTMENT OPTIONS

    The Employer hereby establishes a Trust under the plan in accordance
    with the provisions of Article 14, and the Trustee signifies acceptance
    of its duties under Article 14 by its signature below.  Participant
    Accounts under the Trust will be invested among the Fidelity Funds
    listed below pursuant to Participant and/or Employer directions.

               FUND NAME                    FUND NUMBER

    (1) FMMT Retirement Gov t
    (2) Government Securities
    (3) Contrafund
    (4) Fidelity Asset Manager
    (5) Fidelity Asset Manager; Growth
    (6) Diversified International
    (7) Emerging Growth Fund
    (8)
    (9)
    (10)

    Funds 6 & 7 added effective October 1, 1996

    /s/ A. WAYNE DAVENPORT
    ----------------------
    A. Wayne Davenport
    September 11, 1996 

    NOTE: An additional annual recordkeeping fee will be charged for each
          fund in excess of five funds.

          To the extent that the Employer selects as an investment option
          the Managed Income Portfolio of the Fidelity Group Trust for
          Employee Benefit Plans (the  Group Trust ), the Employer hereby
          (A) agrees to the terms of the Group Trust and adopts said 
          terms as a part of this Agreement and (B) acknowledges that it
          has received from the Trustee a copy of the Group Trust, the
          Declaration of Separate Fund for the Managed Income Portfolio
          of the Group Trust, and the Circular for the Managed Income
          Portfolio.

    NOTE: The method and frequency for change of investments will be
          determined under the rules applicable to the selected funds or,
          if applicable, the rules of the Employer adopted in accordance
          with Section 6.03.  Information will be provided regarding
          expenses, if any, for changes in investment options.




NS8/1/93                               18<PAGE>
<PAGE>

                    (Sheet to be attached to page 3)

                        DATES OF INCORPORATION

                                                      DATE OF INCORPORATION
 
Giant Industries, Inc., a Delaware corporation        September 21, 1989

Giant Industries Arizona, Inc., an Arizona            December 11, 1968
   corporation
   amendment: April 23, 1974 (Giant Industries, Inc.); 
   October 12, 1989 (Giant Industries Arizona, Inc.)

Giant Exploration & Production Company, a             July 3, 1964
   Texas corporation (name change effective
   June 12, 1990)

Ciniza Production Company, a New Mexico corporation   August 13, 1987

Giant Stop-N-Go of New Mexico, Inc., a New            January 18, 1991
   Mexico corporation 

Giant Four Corners, Inc., an Arizona corporation      August 4, 1993

Giant Mid-Continent, Inc., an Arizona corporation     December 22, 1994

San Juan Refining Company, a New Mexico corporation   September 15, 1995

<PAGE>
<PAGE>

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

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.

     (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.

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 
clauses (b)-(f), and in each such clause, revising  To  to read  to .