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

              First 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 First Amendment (the "First Amendment")
to the Purchase and Sale Agreement dated as of August
8, 1995, is entered into as of the 29th day of
September 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, the Purchase and Sale Agreement
specified in Section 9.01 the termination of the
Purchase and Sale Agreement on or before October 1,
1995 in certain circumstances.

     WHEREAS Buyer and Sellers wish to amend the
Purchase and Sale Agreement to extend that October 1,
1995 date through October 4, 1995.

     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.  All references in Section 9.01 of the Purchase 
and Sale Agreement to October 1, 1995 are changed to
October 4, 1995.

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

     3.  Except as noted otherwise in this First 
Amendment, all other terms and conditions of the 
Purchase and Sale Agreement 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