FIRST UNION NATIONAL BANK as Disbursement Agent, FIRST AMENDMENT TO

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                                                                 EXHIBIT 4.13


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                      TRANSAMERICAN REFINING CORPORATION,


                           FIRST UNION NATIONAL BANK
                                  as Trustee,

                                      and

                           FIRST UNION NATIONAL BANK
                             as Disbursement Agent,

                         __________________________

                               FIRST AMENDMENT TO

                   CASH COLLATERAL AND DISBURSEMENT AGREEMENT

                           Dated as of April 3, 1997

                         __________________________



              $36,000,000 Senior Secured Notes due March 14, 1998





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              FIRST AMENDMENT TO CASH COLLATERAL AND DISBURSEMENT AGREEMENT,
dated as of April 3, 1997 (the "Agreement"), among TransAmerican Refining
Corporation, a Texas corporation (the "Company"), First Union National Bank, as
trustee for the Holders (in such capacity, together with its successor in trust
appointed pursuant to the Indenture, the "Trustee") under an Indenture, dated
March 14, 1997, between the Company and the Trustee (such Indenture, as
amended, supplemented or otherwise modified from time to time, the
"Indenture"), and First Union National Bank, as Disbursement Agent (the
"Disbursement Agent").

              WHEREAS, the Company has entered into the Indenture pursuant to
which the Company issued $36,000,000 aggregate principal amount of Senior
Secured Notes due March 14, 1998 (the "Notes"); and

              WHEREAS, the Company and the Trustee and Disbursement Agent have
entered into a Cash Collateral and Disbursement Agreement dated as of March 14,
1997; and

              WHEREAS, the Company and Trustee and Disbursement Agent, with the
consent of the Holders of not less than a majority in aggregate principal
amount of the Notes outstanding, desire to amend the Cash Collateral and
Disbursement Agreement with respect to the schedule for disbursement of funds
in the Collateral Account, all in accordance with the Company's Consent
Solicitation Statement dated April 1, 1997.

              NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:

              Section 1.  Sections 4.2(c) and (d) of the Cash Collateral and
Disbursement Agreement are hereby amended to read in full as follows:

                     (c)    The Disbursements shall be made on each of March
14, 1997, April 1, 1997, May 1, 1997 and June 1, 1997, or as soon thereafter as
the Company has delivered a Disbursement Certificate.

                     (d)    (i)  The amount of the requested disbursement shall
be equal to (A) $12,000,000 or less on Xxxxx 00, 0000, (X) $9,000,000 or less
on April 1, 1997, (C) $7,000,000 or less on May 1, 1997, and (D) the balance in
the Collateral Account on June 1, 1997.

              Section 2.  The remaining provisions of the Cash Collateral and
Disbursement Agreement are unchanged by this Amendment and remain in full force
and effect.





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




                                             TRANSAMERICAN REFINING CORPORATION



                                             By:     /s/ R. Xxxxx XxXxxxxx 
                                                --------------------------------
                                                     Authorized Signatory



                                             FIRST UNION NATIONAL BANK, as 
                                             Trustee



                                             By:     /s/ W. Xxxxxxx Xxxxxx 
                                                --------------------------------
                                                     Authorized Signatory



                                             FIRST UNION NATIONAL BANK, as 
                                             Disbursement Agent



                                             By:     /s/ W. Xxxxxxx Xxxxxx 
                                                --------------------------------
                                                     Authorized Signatory





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