FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

                                                               EXHIBIT 10.1

                              FIRST AMENDMENT
                          TO EMPLOYMENT AGREEMENT

     This First Amendment to Employment Agreement (the "Amendment") is
made and entered into as of the 4th day of August, 2006, between Giant
Industries, Inc., a Delaware corporation (the "Company") and Xxxx X.
Xxx (the "Executive").

                                 RECITALS

     A.     Pursuant to that certain Employment Agreement (the
            "Agreement"), dated as of December 12, 2003, the Company
            retained the Executive as an executive of the Company, for the
            consideration and on the terms set forth in the Agreement.
            Capitalized terms used herein that are not defined shall have
            the meaning given to such terms in the Agreement.

     B.     The parties now desire to amend certain provisions of the
            Agreement.

     NOW THEREFORE, in consideration of the foregoing Recitals and for
other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, each of the Company and the Executive,
intending to be legally bound, hereby agree as follows:

                                AGREEMENT

     1.     Each reference to "two years", "a two year period", or "two
            fiscal years" in (i) the first paragraph of Section 4.1
            (including the heading), (ii) the heading for Section 4.2 and
            the first paragraph of Section 4.2, (iii) Section 4.2(b), and
            (iv) the first paragraph of Section 4.3 (including the
            heading) is hereby revised to refer to "three years", "a three
            year period", or "three fiscal years", respectively.

     2.     The first line of Section 4.2(b) up to the colon is hereby
            revised to read as follows:

            "pay to the Executive an amount equal to three times the sum
            of:"

     3.     This Amendment may be executed in one or more counterparts,
            each of which will be deemed an original but all of which
            taken together will constitute one and the same instrument.

     4.     Except as expressly modified by this Amendment, all other
            terms and conditions of the Agreement shall remain in full
            force and effect.

     IN WITNESS WHEREOF, the undersigned have executed this Amendment
as of the date first above written.

COMPANY:                              EXECUTIVE:

Giant Industries, Inc.                /s/ XXXX X. XXX
                                      ___________________________
                                      Xxxx X. Xxx
By: /s/ XXXXX X. XXXXXX
  ____________________________
Name:  Xxxxx X. XxXxxx
Title: Chairman,
       Compensation Committee