FIRST AMENDMENT TO
LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT


		This FIRST AMENDMENT TO LETTER OF CREDIT AND 
REIMBURSEMENT AGREEMENT (this "First Amendment") is dated as 
of December 12, 1996, and entered into by and among HUNTWAY 
PARTNERS, L.P., a Delaware limited partnership ("Huntway"), 
SUNBELT REFINING COMPANY, L.P., a Delaware limited 
partnership ("Sunbelt"), and BANKERS TRUST COMPANY 
("Bankers"), and is made with reference to that certain 
Letter of Credit and Reimbursement Agreement dated as of 
June 22, 1993 (the "Letter of Credit Agreement"), by and 
among the Huntway, Sunbelt and Bankers.  Capitalized terms 
used herein without definition shall have the same meanings 
herein as set forth in the Letter of Credit Agreement or in 
the Intercreditor Agreement referred to below.


RECITALS

		WHEREAS, Huntway is a debtor and debtor in 
possession under chapter 11 of Title 11 of the United States 
Code, having commenced a bankruptcy case on November 12, 
1996;

		WHEREAS, on November 12, 1996, Huntway submitted 
to the United States Bankruptcy Court for the District of 
Delaware (the "Court") a Plan of Reorganization dated 
November 12, 1996 (the "Plan'), and on December 12, 1996, 
the Court confirmed the Plan;

		WHEREAS, the parties hereto desire to amend the 
Letter of Credit Agreement for the purpose of (i) providing 
that the commitment of Bankers to issue Letters of Credit 
under the Letter of Credit Agreement shall expire on 
December 31, 1997, (ii) providing that all letters of credit 
issued under the Postpetition DIP LC Agreement dated as of 
November 12, 1996 between Huntway, as debtor and debtor in 
possession, and Bankers Trust Company that remain 
outstanding on the Plan Effective Date shall be deemed to be 
letters of credit hereunder, (iii) revising certain 
definitions, covenants and events of default in the Letter 
of Credit Agreement to reflect the transactions under the 
Plan and (iv) making other revisions as set forth herein;

		WHEREAS, it is a condition precedent to the 
effectiveness of the Plan that the parties hereto have 
entered into this Amendment;

		NOW, THEREFORE, in consideration of the premises 
and the agreements, provisions and covenants herein 
contained, the parties hereto agree as follows:

I. 		Section 	AMENDMENTS TO THE LETTER OF CREDIT 
AGREEMENT

A. 			Amendments to Article I:  Definitions

1. 			Section 1.01 of the Letter of Credit 
Agreement is hereby amended by deleting the definitions of 
"Collateral," "Collateral Account Agreement," 
"Collateralized Note Indenture," "Commitment Termination 
Date," "Intercreditor Agreement," "Restructuring Agreement," 
"Security Documents," and "Senior Notes" therefrom in their 
entirety and substituting the following therefor:

	"Collateral" means all real and personal property 
of Huntway and Sunbelt on which a lien exists for the 
benefit of Bankers in its capacity as letter of credit 
issuer under this Agreement and the holders of the 
Senior Notes, subject to the terms of the Intercreditor 
Agreement.

	"Collateral Account Agreement" means that certain 
Collateral Accounts Security Agreement dated as of 
December 12, 1996 by and among Huntway, Sunbelt and 
Collateral Agent, as the same may be amended from time 
to time.

	"Collateralized Note Indenture" means that certain 
Amended and Restated Collateralized Note Indenture 
dated as of December 12, 1996, by and between the 
Company and the Collateralized Note Indenture Trustee, 
pursuant to which the Senior Notes are issued, as it 
may be amended, amended and restated, supplemented or 
modified from time to time.

	"Commitment Termination Date" means (i) with 
respect to the IDB Letter of Credit, requests to extend 
or renew the IDB Letter of Credit and fees payable with 
respect thereto, December 31, 2005 and (ii) with 
respect to Letters of Credit, requests to issue, extend 
or renew Letters of Credit and fees payable with 
respect thereto, December 31, 1997.

	"Intercreditor Agreement" means that certain 
Intercreditor and Collateral Trust Agreement dated as 
of December 12, 1996, by and among Bankers (in its 
capacity as issuer of Letters of Credit hereunder), the 
financial institutions named therein in their capacity 
as holders of Senior Notes, Fleet National Bank, as 
trustee under the Collateralized Note Indenture and 
Collateral Agent, as it may be amended, supplemented or 
modified from time to time.

	"Security Documents" means the Collateral 
Documents (as such term is defined in the Intercreditor 
Agreement), which create or perfect security interests 
for obligations under this Agreement and under the 
Collateralized Note Indenture.

	"Senior Notes" means the Senior Notes (Other) and 
the Senior Notes (Sunbelt IDB).

1. 			Section 1.01 of the Letter of Credit 
Agreement is hereby further amended by adding the following 
definitions thereto, which shall be inserted in proper 
alphabetical order:

	"DIP Letter of Credit Agreement" means that 
certain Debtor-in-Possession Letter of Credit and 
Reimbursement Agreement between Huntway Partners, L.P., 
as debtor and debtor in possession, and Bankers Trust 
Company.

	"DIP Letters of Credit" means all letters of 
credit issued under the DIP Letter of Credit Agreement.

	"Interest Drawing" means any drawing under the IDB 
Letter of Credit for the purpose of paying interest 
coming due on the IDB Bonds.  If any drawing under the 
IDB Letter of Credit is applied to the payment of both 
interest on the IDB Bonds and principal, premium and 
other amounts other than interest, it shall be deemed a 
Principal Drawing to the extent that such drawing is 
applied to the payment of principal, premium and 
amounts other than interest and an Interest Drawing to 
the extent proceeds of such drawing are applied to pay 
interest on the IDB Bonds.

	"Plan Effective Date" means the date that the Plan 
of Reorganization of Huntway, dated November 12, 1996, 
confirmed by the United States Bankruptcy Court for the 
District of Delaware on December 12, 1996, becomes 
effective.

	"Principal Drawing" means any drawing under the 
IDB Letter of Credit for the purpose of paying the 
principal, premium, if any or other amounts coming due 
and payable on the IDB Bonds, other than interest.  If 
any drawing under the IDB Letter of Credit is applied 
to the payment of both interest on the IDB Bonds and 
principal, premium and other amounts other than 
interest, it shall be deemed a Principal Drawing to the 
extent that such drawing is applied to the payment of 
principal, premium and amounts other than interest and 
an Interest Drawing to the extent proceeds of such 
drawing are applied to pay interest on the IDB Bonds.

	"Senior Notes (Other)" means those certain 12% 
Senior Secured Notes (Other) due 2006 issued by Huntway 
pursuant to the Collateralized Note Indenture 
(including any secondary securities (as defined in the 
Collateralized Note Indenture) but excluding the Senior 
Notes (Sunbelt IDB)) in the original aggregate 
principal amount of $14,400,000.00.

	"Senior Notes (Sunbelt IDB)" means those certain 
12% Senior Secured Notes (Sunbelt IDB) due 2006 issued 
by Huntway pursuant to the Collateralized Note 
Indenture in the original aggregate principal amount of 
$9, 100,000.

1. 			Section 1.01 of the Letter of Credit 
Agreement is hereby further amended by deleting the 
definitions of "Priority Notes," 'Secondary Securities," 
"Subordinated Note Indenture," "Subordinated Notes," 
"Subordinated Notes (Other)," and "Subordinated Notes 
(Sunbelt IDB)" therefrom in their entirety.

1. 			Section 1.01 of the Letter of Credit 
Agreement is hereby further amended by deleting the phrase 
"Section 410(f)" from clause (xii) of the definition of 
"Permitted Liens' and substituting therefor the phrase 
"Section 410(g)".

A. 			Amendments to Article II:  Amount and 
Terms of Letters of Credit

1. 			Section 2.01A of the Letter of Credit 
Agreement is hereby amended by deleting the phrase 
"Subordinated Note" therefrom and substituting therefor the 
phrase "Senior Note".

1. 			Section 2.01A of the Letter of Credit 
Agreement is hereby further amended by adding the following 
paragraph to the end thereof:

	"Huntway, Sunbelt and Bankers agree that any DIP 
Letters of Credit outstanding on the Plan Effective 
Date shall for all purposes be deemed to have been 
issued under and pursuant to the terms of this 
Agreement, and all obligations of Huntway and Sunbelt 
under the DIP Letter of Credit Agreement that shall not 
have been paid in full on the Plan Effective Date shall 
be obligations of Huntway and Sunbelt hereunder.'

1. 			Section 2.01B of the Letter of Credit 
Agreement is hereby amended by deleting it in its entirety 
and substituting the following therefor:

	"B.	Letter of Credit Commitment.

	(i)	Bankers' commitment to issue and amend 
Letters of Credit pursuant to this Section 2.01 from 
the Effective Date to and excluding the Commitment 
Termination Date is herein referred to as its 'Letter 
of Credit Commitment'.  The maximum aggregate amount of 
the Letter of Credit Commitment of Bankers at any time 
is $17,500,000 (the amount available pursuant to 
Section 2.01D(i) at any date of determination being the 
'Letter of Credit Commitment Amount') and the Letter of 
Credit Commitment shall expire on the Commitment 
Termination Date.  If Huntway requests an increase in 
the Letter of Credit Commitment Amount as a result of 
increases in the price of crude oil, Bankers shall 
respond promptly to such request; provided that, 
subject to the following sentence, Bankers shall accept 
or deny such request in its sole and absolute 
discretion.  To the extent Bankers agrees with such 
request, no such increase shall become effective until 
the consents required by Section 425 of the 
Collateralized Note Indenture have been obtained 
(provided that the Requisite Holders (as defined in 
such indenture) may withhold such consent in their sole 
and absolute discretion) and this Agreement has been 
appropriately amended.  The aggregate face amount of 
all Letters of Credit outstanding under this Agreement 
shall not exceed the Letter of Credit Commitment 
Amount.
	(ii)	Bankers agrees to extend the Stated 
Termination Date of the IDB Letter of Credit from time 
to time from the Effective Date to and excluding the 
Commitment Termination Date in accordance with the 
terms thereof and hereof (the 'IDB Letter of Credit 
Commitment'); provided that in no event shall Bankers 
amend the IDB Letter of Credit in a manner that would 
result in the IDB Letter of Credit having (x) a Stated 
Termination Date later than the Commitment Termination 
Date or (y) a Stated Termination Date more than 9 
months after the date of its most recent amendment.  
The IDB Letter of Credit shall not be included within 
the defined term 'Letter of Credit' and the amount 
available for drawing thereunder shall not be included 
in determining usage or availability of the Letter of 
Credit Amount.  Sunbelt's obligation to reimburse 
Bankers for any drawing under the IDB Letter of Credit 
has been assumed by Huntway pursuant to the Huntway 
Assumption Agreement and is evidenced in part by the 
Senior Note (Sunbelt IDB) and in part hereby.  No 
commission shall be payable hereunder with respect to 
the IDB Letter of Credit.  Bankers agrees to surrender 
the Senior Note (Sunbelt IDB) (or, if any Senior Note 
(Sunbelt IDB) has been previously exchanged for or 
converted into a Senior Note (Other), such Senior Note 
(Other)) for cancellation or exchange for a Senior Note 
(Sunbelt IDB) (or, if any Senior Note (Sunbelt IDB) has 
been previously exchanged for or converted into a 
Senior Note (Other), a Senior Note (Other)) of a lesser 
principal amount in accordance with the provisions of 
the Collateralized Note Indenture upon, in the case of 
an exchange, any reduction in the maximum amount 
available for drawing thereunder (other than as a 
result of a drawing thereunder) or upon, in the case of 
a cancellation, the expiration of the IDB Letter of 
Credit without any drawing having been made 
thereunder.-

1. 			Section 2.02(ii) of the Letter of Credit 
Agreement is hereby amended by deleting it in its entirety 
and substituting the following therefor:

	"(ii)	Huntway hereby agrees to pay to Bankers 
on the date that any Interest Drawing is honored under 
the IDB Letter of Credit, a sum equal to the amount of 
such drawing.  If Huntway shall fail to reimburse 
Bankers in full following any Interest Drawing in 
accordance with the immediately preceding sentence, 
Bankers shall be entitled to surrender the Senior Note 
(Sunbelt IDB) for exchange under the Collateralized 
Note Indenture for (a) a Senior Note (Other) dated the 
date of such drawing in a principal amount equal to the 
amount of the unreimbursed portion of such Interest 
Drawing and (b) a Senior Note (Sunbelt IDB) dated the 
date of the Senior Note (Sunbelt IDB) surrendered for 
exchange in a principal amount equal to the principal 
amount of the Senior Note (Sunbelt IDB) surrendered for 
exchange minus the principal amount of the Senior Note 
(Other) received pursuant to clause (a) of this Section 
2.02(ii). Promptly after any Principal Drawing under 
the IDB Letter of Credit, Bankers shall surrender the 
Senior Note (Sunbelt IDB) for exchange under the 
Collateralized Note Indenture for (x) a Senior Note 
(Other) dated the date of such Principal Drawing in a 
principal amount equal to the amount of such drawing 
and (y) a Senior Note (Sunbelt IDB) dated the date of 
the Senior Note (Sunbelt IDB) surrendered for exchange 
in a principal amount equal to the principal amount of 
the Senior Note (Sunbelt IDB) surrendered for exchange 
minus the principal amount of the Senior Note (Other) 
received pursuant to clause (x) of this Section 
2.02(ii)."

A. 			Amendments to Article IV: 
Representations and Warranties

1. 			Section 4.01(h) of the Letter of Credit 
Agreement is hereby amended by deleting each reference to 
the phrase "December 31, 1992" therefrom and substituting 
therefor the phrase "December 31, 1995".

A. 			Amendments to Article V: Covenants

1. 			Section 5.01 of the Letter of Credit 
Agreement is hereby amended by adding thereto new clauses 
(d) and (e) as follows:

	"(d)	Promptly after each payment by Huntway in 
respect of the Senior Notes (Sunbelt IDB) pursuant to 
Section 3.07(d) or 3.07(e) of the Collateralized Note 
Indenture and each redemption (whether in whole or 
part) of the Senior Notes (Sunbelt IDB) pursuant to 
Article 10 of the Collateralized Note Indenture, 
Sunbelt will direct the trustee under the IDB Indenture 
to redeem Sunbelt Bonds in an aggregate principal 
amount equal to the amount of such payment or 
redemption.

	(e)	Without limiting the generality of Section 
409 of the Collateralized Note Indenture, the Company 
will not merge or be consolidated with or transfer 
substantially all of its business, property and assets 
to a corporation unless (i) such corporation has at the 
time of such merger, consolidation or transfer no 
liabilities other than those transferred to it by the 
Company, (ii) on or before such merger, consolidation 
or transfer, such corporation shall assume all 
obligations of the Company hereunder and under the 
Collateral Documents (as 'Collateral Documents' is 
defined in the Intercreditor Agreement) pursuant to an 
assumption agreement in form and substance satisfactory 
to Bankers and (iii) on or before such merger, 
consolidation or transfer, the definitions, covenants 
and other provisions of this Agreement shall have been 
amended in order to provide Bankers with the same scope 
and degree of protections hereunder after such merger, 
consolidation or transfer that would exist hereunder 
had such merger, consolidation or transfer not 
occurred."

1. 			Section 6.01(xv) of the Letter of Credit 
Agreement is hereby amended deleting it in its entirety and 
substituting the following therefor:

	"(xv) the General Partner and the Special General 
Partner shall cease to be the sole general partners of 
Huntway or Huntway shall cease to be the Sunbelt 
Managing General Partner; provided, that the General 
Partner and the Special General Partner shall not be 
required to be general partners of Huntway if Huntway 
shall convert to corporate form in accordance with the 
terms of that certain letter agreement dated July 22, 
1996 by and among Huntway Partners, L.P., Bankers Trust 
Company, Huntway Holdings, L.P., Massachusetts Mutual 
Life Insurance Company, Mellon Bank, N.A., as Trustee, 
Oppenheimer & Co., Inc., for itself and as agent, First 
Chicago Equity Corporation and Madison Dearborn 
Partners III."

A. 			Amendments to Article VI:  Events of 
Default

1. 			Section 6.02 of the Letter of Credit 
Agreement is hereby amended by deleting it in its entirety 
and substituting the following therefor:

		"SECTION 6.02.  Upon an Event of Default.

	(a)	If an Event of Default described under 
Section 6.01(viii) or 6.01(ix) occurs, any and all 
Obligations (i) then owing or (ii) which would become 
owing upon a drawing of any amount available under any 
Letter of Credit or the IDB Letter of Credit 
(including, without limitation, the obligation to 
exchange the Senior Note (Sunbelt IDB) for a Senior 
Note (Other) in a like amount) shall automatically 
become due and payable (and such exchange of Senior 
Notes (Sunbelt IDB) for Senior Notes (Other) shall be 
accomplished by an automatic conversion) and the 
Commitment of Bankers to issue or amend any Letters of 
Credit or the IDB Letter of Credit shall be 
automatically terminated.  Any amounts described in 
clause (ii) above when received by Bankers shall be 
delivered to the Collateral Agent pursuant to the 
Collateral Account Agreement as cash collateral for the 
Obligations and for the Senior Notes, as required by 
the Intercreditor Agreement.

	(b)	If any Event of Default ;hall have occurred 
and be continuing (including under Section 6.01(viii) 
or 6.01(ix) with respect to clause (iii) below), 
Bankers may, in its sole discretion, but shall not be 
obligated to, (i) by notice to Huntway and Sunbelt, 
declare the Commitment of Bankers to issue or amend any 
Letters of Credit or the IDB Letter of Credit to be 
terminated, whereupon the same shall forthwith 
terminate, (ii) declare any and all Obligations (x) 
then owing and (y) which would become owing upon a 
drawing of any amount available under any Letter of 
Credit or the IDB Letter of Credit (including, without 
limitation, the obligation to exchange the Senior Note 
(Sunbelt IDB) for a Senior Note (Other) in a like 
amount) to be immediately due and payable, or (iii) 
exercise any other remedy available to it at law, in 
equity or otherwise.  Any amounts described in clause 
(y) above when received by Bankers shall be delivered 
to the Collateral Agent pursuant to the Collateral 
Account Agreement as cash collateral for the 
Obligations and for the Senior Notes, as required by 
the Intercreditor Agreement."

A. 			Amendments to Article VII:  
Miscellaneous

1. 			Section 7.02 of the Letter of Credit 
Agreement is hereby amended by deleting it in its entirety 
and substituting the following therefor:

	"SECTION 7.02.  Notice, Etc.  All notices, demands 
and other communications provided for hereunder shall, 
unless otherwise stated herein, be in writing 
(including telex or facsimile notice with telephonic 
confirmation) and mailed, sent or delivered, if to 
Huntway or Sunbelt at 25129, The Old Road, Suite 322, 
Newhall, California 91381, to the attention of the 
Chief Financial Officer, and in the case of telecopy to 
telecopy no.: (805) 286-1588; if to Bankers, in the 
case of deliveries or mailings, at its address at One 
Bankers Trust Plaza, Mail Stop 2283, 130 Liberty 
Street, 28th Floor New York, New York, 10006 and in the 
case of telecopy, to telecopy no.: (212) 669-1575, in 
each case Attention: Carl O. Roark, Managing Director, 
or, as to each party, to such other Person and/or at 
such other address or number as shall be designated by 
such party in a written notice to each other party.  
All such notices and communications shall be effective 
when mailed or sent, addressed as aforesaid, except 
that notices to Bankers pursuant to the provisions of 
Article II shall not be effective until received by 
Bankers.  Notices of any Potential Event of Default 
shall be sent by Huntway or Sunbelt to Bankers by telex 
or telecopy (with immediate telephonic confirmation)."

I. 		Section 	CONDITIONS TO EFFECTIVENESS

		Section 1 of this Amendment shall become effective 
only upon the satisfaction of the following condition 
precedent (the date of satisfaction of such condition(s) 
being referred to herein as the "First Amendment Effective 
Date"):

1. 			On or before the First Amendment 
Effective Date, each of the conditions precedent to the 
effectiveness of the Plan (other than effectiveness of this 
Amendment) shall have been satisfied or duly waived.

I. 		Section 	MISCELLANEOUS

1. 			Reference to and Effect on the Letter of 
Credit Agreement and Modified Documents.

a) 		On and after the First Amendment Effective 
Date, each reference in the Letter of Credit Agreement to 
"this Agreement", 'hereunder', "hereof", "herein" or words 
of like import referring to the Letter of Credit Agreement, 
and each reference in the Restructured Documents to the 
"Letter of Credit Agreement", "thereunder", "thereof" or 
words of like import referring to the Letter of Credit 
Agreement shall mean and be a reference to the Letter of 
Credit Agreement as amended by this Amendment (the "Amended 
Agreement").

a) 		Except as specifically amended by this 
Amendment, the Letter of Credit Agreement shall remain in 
full force and effect and is hereby ratified and confirmed.

1. 			Headings.  Section and subsection 
headings in this Amendment are included herein for 
convenience of reference only and shall not constitute a 
part of this Amendment for any other purpose or be given any 
substantive effect.

1. 			Applicable Law.  THIS AMENDMENT AND THE 
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE 
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN 
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK 
(INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL 
OBLIGATIONS LAW OF THE STATE OF NEW YORK) WITHOUT REGARD TO 
CONFLICTS OF LAWS PRINCIPLES.

1. 			Waiver of Jury Trial.  EACH PARTY HERETO 
HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHT TO A JURY TRIAL 
OF ANY CLAIM OR CAUSE OR ACTION BASED UPON OR ARISING OUT OF 
THIS AMENDMENT OR ANY DEALINGS BETWEEN OR AMONG THEM 
RELATING TO THE SUBJECT MATTER OF THE TRANSACTION 
CONTEMPLATED HEREBY AND THE RELATIONSHIP BEING ESTABLISHED.  
The scope of this waiver is intended to be all-encompassing 
of any and all disputes that may be filed in any court that 
relate to the subject matter of the transactions 
contemplated hereby, including, without limitation, contract 
claims, tort claims, breach of duty claims and all other 
common law and statutory claims.  Each party hereto 
acknowledges that this waiver is a material inducement to 
enter into a business relationship, that each has already 
relied on the waiver in entering into this Amendment and 
that each will continue to rely on the waiver in their 
related future dealings.  Each party hereto further warrants 
and represents that each has reviewed this waiver with its 
legal counsel, and that each knowingly and voluntarily 
waives its jury trial rights following consultation with 
legal counsel.  THIS WAIVER IS IRREVOCABLE, MEANING THAT IT 
MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS 
WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, AMENDMENTS 
AND RESTATEMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO 
THIS AMENDMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS 
RELATING TO EXTENSIONS OF CREDIT PURSUANT TO THIS AGREEMENT.  
In the event of litigation, this Agreement may be filed as a 
written consent to a trial by the court.

1. 			Counterparts.  This Amendment may be 
executed in any number of counterparts and by different 
parties hereto in separate counterparts, each of which when 
so executed and delivered shall be deemed an original, but 
all such counterparts together shall constitute but one and 
the same instrument, signature pages may be detached from 
multiple separate counterparts and attached to a single 
counterpart so that all signature pages are physically 
attached to the same document.  This Amendment (other than 
the provisions of Section I hereof, the effectiveness of 
which is governed by Section 2 hereof) shall become 
effective upon the execution of a counterpart hereof by each 
of the parties hereto and receipt by each of the parties 
hereto of written or telephonic notification of such 
execution and authorization of delivery thereof.

[Remainder of page intentionally left blank]


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


BANKERS TRUST COMPANY


By: 	
Title:

HUNTWAY PARTNERS, L.P.

By:	HUNTWAY MANAGING PARTNER, L.P., 
its Managing General Partner

	By:	The Huntway Division 
of Reprise Holdings, Inc., 
its sole General Partner

		By: 	
		Title:


By:	HUNTWAY HOLDINGS, L.P., 
its Special General Partner

	By:	The Huntway Division 
of Reprise Holdings, Inc., 
its sole General Partner

		By: 	
		Title:

SUNBELT REFINING COMPANY, L.P.

By:	HUNTWAY PARTNERS, L.P., 
its sole General partner

	By:	The Huntway Division 
of Reprise Holdings, Inc., 
its sole General Partner

		By: 	
		Title:



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


BANKERS TRUST COMPANY


By: 	
Title:

HUNTWAY PARTNERS, L.P.

By:	HUNTWAY MANAGING PARTNER, L.P., 
its Managing General Partner

	By:	The Huntway Division 
of Reprise Holdings, Inc., 
its sole General Partner

		By: 	
		Title:


By:	HUNTWAY HOLDINGS, L.P., 
its Special General Partner

	By:	The Huntway Division 
of Reprise Holdings, Inc., 
its sole General Partner

		By: 	
		Title:

SUNBELT REFINING COMPANY, L.P.

By:	HUNTWAY PARTNERS, L.P., 
its sole General partner

	By:	The Huntway Division 
of Reprise Holdings, Inc., 
its sole General Partner

		By: 	
		Title:






ASCII.WPD


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