Second Amendment to Purchase and Sale Agreement between Bloomfield Refining Company and Gary-Williams Energy Corporation, as Sellers and Giant Industries Arizona, Inc. as Buyer

             Second Amendment
                    to
        Purchase and Sale Agreement
                  between
        Bloomfield Refining Company
                    and
     Xxxx-Xxxxxxxx Energy Corporation,
                as Sellers
                    and
      Giant Industries Arizona, Inc.
                 as Buyer


     This Second Amendment (the "Second
Amendment") to the Purchase and Sale Agreement dated
as of August 8, 1995, is entered into as of the 2nd
day of October, 1995.

                 Recitals

     WHEREAS, as of August 8, 1995, Bloomfield
Refining Company, a Delaware corporation ("BRC")
with an address of 000 Xxxxxxxxxxx Xxxxxx, Xxxxx
0000, Xxxxxx, Xxxxxxxx 00000, Xxxx-Xxxxxxxx Energy
Corporation, a Delaware corporation ("GWEC"), with
an address of 000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000,
Xxxxxx, Xxxxxxxx 00000 (BRC and GWEC are referred to
collectively as "Sellers"), and Giant Industries
Arizona, inc., an Arizona corporation ("Buyer"),
with an address of 00000 Xxxxx Xxxxxxxxxx Xxxx,
Xxxxxxxxxx, Xxxxxxx 00000, entered into a Purchase
and Sale Agreement (the "Purchase and Sale
Agreement").

     WHEREAS, Section 1.01 of the Purchase and
Sale Agreement defined the Effective Time as 7:00 AM
on the Closing Date.

     WHEREAS, Buyer and Sellers wish to amend the
Purchase and Sale Agreement to change the Effective
Time from 7:00 AM to 12:01 AM as of the Closing
Date.

     NOW, THEREFORE, for and in consideration of
the premises and the mutual advantages accruing to
each of the parties, it is mutually agreed as
follows:

Agreements

     1.   The definition of "Effective Time" in
the Purchase and Sale Agreement is amended to read
as follows:

"Effective Time" shall mean 12:01 AM on the Closing
Date, as such time is customarily observed in
Bloomfield, New Mexico.

     2.   All other Sections of the Purchase
and Sale Agreement referencing the "Effective Time"
shall be modified as necessary to give effect to the
time change referenced above.

     3.   Except as noted otherwise in this
Second Amendment, all defined terms shall have the
meaning attributed to them in the Purchase and Sale
Agreement.

     4.   Except as noted otherwise in this
Second Amendment, all other terms and conditions of
the Purchase and Sale Agreement, as amended, are
unchanged and remain in full force and effect.

     Executed as of the date first above
mentioned.

     SELLERS:

     BLOOMFIELD REFINING COMPANY,
     a Delaware corporation


     By: /s/ XXXXX X. XXXXXXXXX
        ______________________________________
     Xxxxx X. Xxxxxxxxx, Senior Vice President

     XXXX-XXXXXXXX ENERGY
     CORPORATION, a Delaware corporation


     By: /s/ XXXXX X. XXXXXXXXX
        ______________________________________
     Xxxxx X. Xxxxxxxxx, Senior Vice President


     BUYER:

     GIANT INDUSTRIES ARIZONA, INC.,
     an Arizona corporation

     By: /s/ XXXXXXX X. XXXXXXXX
        ______________________________________
     Xxxxxxx X. Xxxxxxxx, Executive Vice President