EXHIBIT 10.2
                         AMENDED AND RESTATED
                           PROMISSORY NOTE
                           James E. Acridge

Initial Principal Amount:  $4,000,000.00
Initial Rate:  Prime plus 2.0%
Date of Original Note:  September 17, 1998
Prior Additional Principal Amount:  $1,000,000.00
Prior Amended Rate: Prime plus 3.0% from and after December 23, 1998
Effective Date of Prior Amendment:  December 23, 1998
Current Principal Amount:  $5,000,000.00
Effective Date of This Amendment:  February 28, 2001


     For value received, JAMES E. ACRIDGE ("Borrower") promises to pay
to GIANT INDUSTRIES, INC., a Delaware corporation ("Giant"), or order,
in lawful money of the United States of America, (a) the initial
principal amount of four million dollars ($4,000,000.00), together
with interest on the unpaid initial principal amount from September
17, 1998, until paid in full and (b) the additional principal amount
of one million dollars ($1,000,000.00), together with interest on the
unpaid additional principal amount from December 23, 1998, until paid
in full.  The annual interest rate on this Note is the Prime rate as
published in the Western Edition of the Wall Street Journal on
September 17, 1998, plus two percent (2.0%) from September 17, 1998,
through December 22, 1998, and the Prime rate as published in the
Western Edition of the Wall Street Journal on September 17, 1998, plus
three percent (3%) from December 23, 1998, until paid in full.

     Interest will accrue on the total principal amount of the Loan
from July 1, 1999 until March 28, 2001 (the "Extended Maturity Date"),
at which time all outstanding principal and interest shall be fully
due and payable.

     Borrower will pay Giant at Giant's corporate offices, 23733 North
Scottsdale Road, Scottsdale, Arizona, 85255, or at such other place as
Giant may designate in writing.  Unless otherwise agreed or required
by applicable law, payments will be applied first to accrued unpaid
interest, then to principal, and any remaining amount to any unpaid
collection costs and late charges.

     The annual interest rate for this Note is computed on the basis
of a 365-day year; that is, by applying the ratio of the annual
interest rate over a year of 365 days, multiplied by the outstanding
principal balance, multiplied by the actual number of days the
principal balance is outstanding.  Under no circumstances will the
interest rate on this Note be more than the maximum rate allowed by
applicable law.

     Borrower may pay without penalty all or a portion of the amount
owed earlier than it is due.

     Borrower will be in default if any of the following happens:  (a)
Borrower fails to make any payment when due; (b) Borrower fails to
comply with or to perform when due any other term, obligation,
covenant, or condition contained in this Note; (c) a receiver is
appointed for any part of Borrower's property, or any proceeding is
commenced either by Borrower or against Borrower under any bankruptcy
or insolvency laws; or (d) Borrower defaults under that certain
Amended and Restated Loan Agreement of even date herewith between
Borrower and Giant.

     Upon default, Giant may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due,
and then Borrower will pay that amount.  Upon default, including
failure to pay upon final maturity, Giant, at its option, may also, if
permitted under applicable law, increase the interest rate on this
Note by an additional three percent (3.0%).  The interest rate will
not exceed the maximum rate permitted by applicable law.  Giant may
hire or pay someone else to help collect this Note if Borrower does
not pay, and Borrower also will pay Giant that amount, if reasonable.
This includes, subject to any limits under applicable law, Giant's
reasonable attorneys' fees and Giant's reasonable legal expenses
whether or not there is a lawsuit, including attorneys' fees and legal
expenses for bankruptcy proceedings (including efforts to modify or
vacate any automatic stay or injunction), appeals, and any anticipated
post-judgment collection services.  If not prohibited by applicable
law, Borrower also will pay any court costs, in addition to all other
sums provided by Law.

     This Note has been delivered to Giant and accepted by Giant in
the State of Arizona.  If there is a lawsuit, Borrower agrees upon
Giant's request to submit to the jurisdiction of the courts of
Maricopa County, the State of Arizona.  This Note shall be governed by
and construed in accordance with the laws of the State of Arizona.

     Giant may delay or forgo enforcing any of its rights or remedies
under this Note without losing them.  Borrower, to the extent allowed
by law, waives presentment, demand for payment, protest and notice of
dishonor.  The parties agree that Giant may modify this loan without
the consent of or notice to anyone other than Borrower.

     Borrower agrees to an effective rate of interest that is the rate
specified in this Note plus any additional rate resulting from any
other charges in the nature of interest paid or to be paid in
connection with this Note.

     This Amended and Restated Note has been issued pursuant to an
initial Loan Agreement dated September 17, 1998, followed by various
amendments, including a Modification Agreement, of even date herewith,
between Borrower and Giant, the provisions of which are incorporated
herein by reference.

     PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTANDS ALL THE
PROVISIONS OF THIS NOTE.  BORROWER AGREES TO THE TERMS OF THE NOTE AND
ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.

                                    BORROWER:

                                    /s/ JAMES E. ACRIDGE
                                    --------------------------
                                    James E. Acridge