EXHIBIT 4.11

                           AMENDMENT TO THE
       GIANT INDUSTRIES, INC. & AFFILIATED COMPANIES 401(K) PLAN

     WHEREAS, Giant Industries, Inc. (the "Employer") adopted the Giant
Industries, Inc. Plan (the "Plan") through adoption of the Fidelity
Investments CORPORATEplan for Retirement(sm) Profit Sharing/401(k) Basic
Plan Document No. 07, effective as of January 1, 1996; and

     WHEREAS, the Employer desires to amend the Plan's employer stock
investment option.

     NOW THEREFORE, the Employer amends the Plan as follows effective May
4, 2001.

     1.  Section 14.04(k) is hereby amended by removing the word "and" from
the end thereof.

     2.  Section 14.04(l) is hereby amended by replacing the period at the
end thereof with the following "; and".

     3.  A new subsection (m) is hereby added to Section 14.04 to read as
follows:

         (m)  to borrow funds from a bank or other financial institution
not affiliated with the Trustee in order to provide sufficient liquidity to
process Plan transactions in a timely fashion, provided that the cost of
borrowing shall be allocated in a reasonable fashion to the permissible
investments in need of liquidity.

     4.  Section 14.24 is hereby restated in its entirety to read as
follows:

         14.24  Employer Stock Investment Option. If one of the Permissible
Investments is equity securities issued by the Employer or a Related
Employer ("Employer Stock"), such Employer Stock must be publicly traded
and "qualifying employer securities" within the meaning of Section
407(d)(5) of ERISA. Plan investments in Employer Stock shall be made via
the Employer Stock Fund (the "Stock Fund"), which shall consist of shares
of Employer Stock and short-term, liquid investments consisting of Mutual
Fund shares or commingled money market pool units, as agreed to by the
Employer and the Trustee, necessary to satisfy the Fund's cash needs for
transfers and payments. A target range for the short-term, liquid
investments shall be maintained for the Stock Fund. The Named Fiduciary
shall, after consultation with the Trustee, establish and communicate to
the Trustee in writing such target range and a drift allowance for such
short-term, liquid investments. Such target range and drift allowance may
be changed by the Named Fiduciary, after consultation with the Trustee,
provided any such change is communicated to the Trustee in writing. The
Trustee is responsible for ensuring that the actual short-term, liquid
investments held in the Stock Fund fall within the agreed-upon target range
over time, subject to the Trustee's ability to execute open-market trades
in Employer Stock or to otherwise trade with the Employer. Each
participant's proportional interest in the Stock Fund shall be measured in
units of participation, rather than shares of Employer Stock. Such units
shall represent a proportionate interest in all assets of the Stock Fund,
which include shares of Employer Stock, short-term, liquid investments,
and, at times, receivables and payables (such as receivables and payables
arising out of unsettled stock trades). The Trustee shall determine a daily
net asset value ("NAV") for each unit outstanding of the Stock Fund.
Valuation of the Stock Fund shall be based upon: (a) the New York Stock
Exchange closing price of the stock; or (b) if unavailable, the latest
available price as reported by the principal national securities exchange
on which the Employer Stock is traded (the "Closing Price"); or (c) if
neither is available, the price determined in good faith by the Trustee.
The NAV shall be adjusted for gains or losses realized on sales of Employer
Stock, appreciation or depreciation in the value of those shares owned,
dividends paid on Employer Stock to the extent not used to purchase
additional units of the Stock Fund for affected participants, and interest
on the short-term investments held by the Stock Fund, payables and
receivables for pending stock trades, receivables for dividends not yet
distributed, and payables for other expenses of the Stock Fund, including
principal obligations, if any, and expenses that, pursuant to Employer
direction, the Trustee accrues or pays from the Stock Fund. At the
direction of the Employer, the NAV may also be adjusted for commissions on
purchases and sales of Employer Stock. Investments in Employer Stock shall
be subject to the following limitations:

     (a)  Acquisition Limit. Pursuant to the Plan, the Trust may be
invested in Employer Stock to the extent necessary to comply with
investment directions under Section 2.4 of this Agreement. The Employer
shall be responsible for providing specific direction on any acquisition
limits required by the Plan or applicable law.

     (b)  Fiduciary Duty of Named Fiduciary. The Named Fiduciary shall
continuously monitor the suitability under the fiduciary duty rules of
section 404(a)(1) of ERISA (as modified by Section 404(a)(2) of ERISA) of
acquiring and holding Employer Stock. The Trustee shall not be liable for
any loss, or by reason of any breach, which arises from the directions of
the Named Fiduciary with respect to the acquisition and holding of Employer
Stock, unless it is clear on their face that the actions to be taken under
those directions would be prohibited by the foregoing fiduciary duty rules
or would be contrary to the terms of the Plan or this Agreement.

     (c)  Purchases and Sales. Purchases and sales of Employer Stock shall
be made on the open market in accordance with the Trustee's standard
trading guidelines, as they may be amended from time to time, as necessary
to honor exchange and withdrawal activity and to maintain the target range
and drift allowance for the Employer Stock described in the introductory
language to this Section 14.24. Purchases and sales of Employer Stock shall
be made on the open market on the date on which the Trustee receives from
the Employer in good order all information and documentation necessary to
accurately effect such purchases and sales, or (i) if later, in the case of
purchases, the date on which the Trustee has received a transfer of the
funds necessary to make such purchases, (ii) as otherwise provided in the
Service Agreement, or (iii) as provided in Subsection (d) below. Such
general rules shall not apply in the following circumstances:

         (i)   If the Trustee is unable to determine the number of shares
required to be purchased or sold on such day;

         (ii)  If the Trustee is unable to purchase or sell the total
number of shares required to be purchased or sold on such day as a result
of market conditions; or

         (iii) If the Trustee is prohibited by the Securities and Exchange
Commission, the New York Stock Exchange, or any other regulatory body from
purchasing or selling any or all of the shares required to be purchased or
sold on such day.

In the event of the occurrence of the circumstances described in (i), (ii),
or (iii) above, the Trustee shall purchase or sell such shares as soon as
possible thereafter and shall determine the price of such purchases or
sales to be the average purchase or sales price of all such shares
purchased or sold, respectively. The Trustee may follow directions from the
Named Fiduciary to deviate from the above purchase and sale procedures
provided that such direction is made in writing by the Named Fiduciary.

     (d)  Purchases and Sales from or to Employer. If directed by the
Employer in writing prior to the trading date, the Trustee may purchase or
sell Employer Stock from or to the Employer if the purchase or sale is for
adequate consideration (within the meaning of Section 3(18) of ERISA) and
no commission is charged. If Employer contributions or contributions made
by the Employer on behalf of the Participants under the Plan are to be
invested in Employer Stock, the Employer may transfer Employer Stock in
lieu of cash to the Trust. In such case, the shares of Employer Stock to be
transferred to the Trust will be valued at a price that constitutes
adequate consideration (within the meaning of ERISA Section 3(18)).

     (e)  Use of Broker to Purchase Employer Stock. The Employer hereby
directs the Trustee to use Fidelity Capital Markets, Inc., an affiliate of
the Trustee, or any other affiliate or subsidiary of the Trustee
(collectively, "Capital Markets"), to provide brokerage services in
connection with all market purchases and sales of Employer Stock for the
Stock Fund, except in circumstances where the Trustee has determined, in
accordance with its standard trading guidelines or pursuant to Employer
direction, to seek expedited settlement of the trades. The Trustee shall
provide the Employer with the commission schedule for such transactions, a
copy of Capital Markets' brokerage placement practices, and an annual
report which summarizes all securities transaction-related charges incurred
by the Plan. The following shall apply as well:

          (i)   Any successor organization of Capital Markets through
reorganization, consolidation, merger, or similar transactions, shall, upon
consummation of such transaction, become the successor broker in accordance
with the terms of this provision.

          (ii)  The Trustee shall continue to rely on this Employer
direction until notified to the contrary. The Employer reserves the right
to terminate this authorization upon sixty (60) days' written notice to
Capital Markets (or its successor) and the Trustee, and the Employer and
the Trustee shall decide on a mutually agreeable alternative procedure for
handling brokerage transactions on behalf of the Stock Fund.

     (f)  Execution of Purchases and Sales of Units. Unless otherwise
directed in writing pursuant to directions that the Trustee can
administratively implement, purchases and sales of units shall be made as
follows:

          (i)  Subject to subparagraphs (I) and (II) below, purchases and
sales of units in the Stock Fund (other than for exchanges) shall be made
on the date on which the Trustee receives from the Administrator in good
order all information, documentation, and funds (if applicable), necessary
to accurately effect such transactions. Exchanges of units in the Stock
Fund shall be made in accordance with the exchange Guidelines provided in
paragraph (ii) of this subsection (f).

               (I) Aggregate sales of units in the Stock Fund on any day
shall be limited to the Stock Fund's Available Liquidity for that day. For
these purposes, Available Liquidity shall mean the amount of short-term
investments held in the fund decreased by any outgoing cash for expenses
then due, payables for loan principal, and obligations for pending stock
purchases, and increased by incoming cash (such as contributions, exchanges
in, loan repayments) and, to the extent credit is available and allocable
to the Stock Fund, receivables for pending stock sales. In the event that
the requested sales exceed the Available Liquidity, then transactions shall
be processed giving precedence to distributions, loans and withdrawals, and
otherwise on a first-in first-out (FIFO) basis, as provided in paragraph
(iii) of this subsection (f) (the "Specified Hierarchy"). So long as the
Stock Fund is open for such transactions, sales of units that are requested
but not processed on a given day due to insufficient Available Liquidity
shall be suspended until Available Liquidity is sufficient to honor such
transactions in accordance with the Specified Hierarchy.

                (II) The Trustee shall close the Stock Fund to sales or
purchases of units, as applicable, on any date on which trading in the
Employer Stock has been suspended or substantial purchase or sale orders
are outstanding and cannot be executed.

          (ii)  Exchange Guidelines. Provided that the Stock Fund is open
for purchases and sales of units, the following rules will govern
exchanges:

                (I)  Participants may contact Fidelity Investments
Institutional Operations Company, Inc. ("Fidelity") on any day to exchange
from mutual funds, or any GIC fund or managed income portfolio into the
Stock Fund. If the request is confirmed before the close of the market
(generally, 4:00 p.m. ET) on a business day, it will receive that day's
trade date. Requests confirmed after the close of the market on a business
day (or on any day other than a business day) will be processed on a next
business day basis.

                (II) Participants may contact Fidelity on any day to
exchange the Stock Fund to a mutual fund or any GIC fund or managed income
portfolio. If Fidelity accepts the request conditionally before the close
of the market (generally 4:00 p.m. ET) on any business day and Available
Liquidity is sufficient to honor the trade after Specified Hierarchy rules
are applied, it will receive that day's trade date. Requests accepted
conditionally after the close of the market on any business day (or on any
day other than a business day) will be processed on a next business day
basis, subject to Available Liquidity for such day after application of
Specified Hierarchy rules. If Available Liquidity on any day is
insufficient to honor the trade after application of Specified Hierarchy
rules, it will be suspended until Available Liquidity is sufficient, after
application of Specified Hierarchy rules, to honor such trade, and it will
receive the trade date and Closing Price of the date on which it was
processed.

          (iii) Specified Hierarchy. The following procedures shall govern
sales of the Stock Fund requested for a day on which Available Liquidity is
insufficient:

                (I)  Loans, withdrawals and distributions will be
aggregated and placed first in the hierarchy. If Available Liquidity is
sufficient for the aggregate of such transactions, all such loans,
withdrawals and distributions will be honored. If Available Liquidity is
insufficient for the aggregate of such transactions, then no such loans,
withdrawals or distributions will be honored.

                (II) If Available Liquidity has not bee exhausted by the
aggregate of loans, withdrawals and distributions, then all remaining
transactions involving a sale of units in the Stock Fund shall be grouped
on the basis of when such requests were received, in accordance with
standard procedures maintained by the Trustee for such grouping as they may
be amended from time to time. To the extent of Available Liquidity, all
transactions in a group will be honored, on a FIFO basis. If Available
Liquidity is insufficient to honor all transactions within a group, then
none of such transactions in the group will be honored.

            Transactions not honored on a particular day due to
insufficient Available Liquidity shall be honored, using the hierarchy
specified above, on the next business day on which there is Available
Liquidity.

     (g)  Securities Law Reports. The Named Fiduciary shall be responsible
for filing all reports required under Federal or state securities laws with
respect to the Trust's ownership of Employer Stock; including, without
limitation, any reports required under Section 13 or 16 of the Securities
Exchange Act of 1934 and shall immediately notify the Trustee in writing of
any requirement to stop purchases or sales of Employer Stock pending the
filing of any report. The Trustee shall provide to the Named Fiduciary such
information on the Trust's ownership of Employer Stock as the Named
Fiduciary may reasonably request in order to comply with Federal or state
securities laws.

     (h)  Voting and Tender Offers. Notwithstanding any other provision of
this Agreement, the provisions of this Section shall govern the voting and
tendering of Employer Stock. Each Participant shall be designated a named
fiduciary under ERISA with respect to shares of Employer Stock attributable
to units in the Employer Stock fund credited to the Participant's Separate
Account not required at the direction of the Participant in accordance with
Section 404(c) of ERISA. The Employer, after consultation with the Trustee,
shall provide and pay for all printing, mailing, tabulation and other costs
associated with the voting and tendering of Employer Stock. The Trustee,
after consultation with the Employer, shall prepare the necessary documents
associated with the voting and tendering of Employer Stock, unless the
Employer directs the Trustee not to do so.

          (i)  Voting.

               (I)  When the issuer of the Employer Stock prepares for any
annual or special meeting, the Employer shall notify the Trustee thirty (30)
days in advance of the intended record date and shall cause a copy of all
materials to be sent to the Trustee. If requested by the Trustee, the
Employer shall certify to the Trustee that the aforementioned materials
represent the same information that is distributed to shareholders of
Employer Stock. Based on these materials the Trustee shall prepare a voting
instruction form. At the time of mailing of notice of each annual or special
stockholders' meeting of the issuer of the Employer Stock, the Employer shall
cause a copy of the notice and all proxy solicitation materials to be sent to
each Participant with an interest in Employer Stock held in the Trust,
together with the foregoing voting instruction form to be returned to the
Trustee or its designee. The form shall show the proportional interest in the
number of full and fractional shares of Employer Stock credited to the
Participant's Sub-Accounts held in the Stock Fund. The Employer shall provide
the Trustee with a copy of any materials provided to the Participants and
shall (if the mailing is not handled by the Trustee) certify that the
materials have been mailed or otherwise sent to Participants.

               (II)  Each Participant with an interest in the Stock Fund
shall have the right to direct the Trustee as to the manner in which the
Trustee is to vote (including not to vote) that number of shares of Employer
Stock reflecting such Participant's proportional interest in the Stock Fund
(both vested and unvested). Directions from a Participant to the Trustee
concerning the voting of Employer Stock shall be communicated in writing, or
by mailgram or similar means. These directions shall be held in confidence by
the Trustee and shall not be divulged to the Employer, or any officer or
employee thereof, or any other person, except to the extent that the
consequences of such directions are reflected in reports regularly
communicated to any such persons in the ordinary course of the performance of
the Trustee's services hereunder. Upon its receipt of the directions, the
Trustee shall vote the shares of Employer Stock reflecting the Participant's
proportional interest in the Stock Fund as directed by the Participant. The
Trustee shall not vote shares of Employer Stock reflecting a Participant's
proportional interest in the Stock Fund for which it has received no
direction from the Participant, except as required by law.

          (ii)  Tender Offers.

                (I)  Upon commencement of a tender offer for any securities
held in the Trust that are Employer Stock, the Employer shall timely notify
the Trustee in advance of the intended tender date and shall cause a copy of
all materials to be sent to the Trustee. The Employer shall certify to the
Trustee that the aforementioned materials represent the same information
distributed to shareholders of Employer Stock. Based on these materials, and
after consultation with the Employer, the trustee shall prepare a tender
instruction form and shall provide a copy of all tender materials to be sent
to each Participant with an interest in the Stock Fund, together with the
foregoing tender instruction form, to be returned to the Trustee or its
designee. The tender instruction form shall show the number of full and
fractional shares of Employer Stock that reflects the Participant's
proportional interest in the Stock Fund (both vested and unvested). The
Employer shall notify each Participant with an interest in such Employer
Stock of the tender offer and utilize its best efforts to timely distribute
or cause to be distributed to the Participant the tender materials and the
tender instruction form described herein. The Employer shall provide the
Trustee with a copy of any materials provided to Participants and shall (if
the mailing is not handled by the Trustee) notify the Trustee that the
materials have been mailed or otherwise sent to Participants.

               (II)  Each Participant with an interest in the Stock Fund
shall have the right to direct the Trustee to tender or not to tender some or
all of the shares of Employer Stock reflecting such Participant's
proportional interest in the Stock Fund (both vested and unvested).
Directions from a Participant to the Trustee concerning the tender of
Employer Stock shall be communicated in writing, or by mailgram or such
similar means as is agreed upon by the Trustee and the Employer under the
preceding paragraph. These directions shall be held in confidence by the
Trustee and shall not be divulged to the Employer, or any officer or employee
thereof, or any other person, except to the extent that the consequences of
such directions are reflected in reports regularly communicated to any such
persons in the ordinary course of the performance of the Trustee's services
hereunder. The Trustee shall tender or not tender shares of Employer Stock as
directed by the Participant. The Trustee shall not tender shares of Employer
Stock reflecting a Participant's proportional interest in the Stock Fund for
which it has received no direction from the Participant, except as required
by law.

               (III)  A Participant who has directed the Trustee to tender
some or all of the shares of Employer Stock reflecting the Participant's
proportional interest in the Stock Fund may, at any time prior to the tender
offer withdrawal date, direct the Trustee to withdraw some or all of the
tendered shares reflecting the Participant's proportional interest, and the
Trustee shall withdraw the directed number of shares from the tender offer
prior to the tender offer withdrawal deadline. A Participant shall not be
limited as to the number of directions to tender or withdraw that the
Participant may give to the Trustee.

               (IV)  A direction by a Participant to the Trustee to tender
shares of Employer Stock reflecting the Participant's proportional interest
in the Stock Fund shall not be considered a written election under the Plan
by the Participant to withdraw, or have distributed, any or all of his
withdrawable shares. The Trustee shall credit to each proportional interest
of the Participant from which the tendered shares were taken the proceeds
received by the Trustee in exchange for the shares of Employer Stock tendered
from that interest. Pending receipt of direction (through the Administrator)
from the Participant or the Named Fiduciary, as provided in the Plan, as to
which of the remaining Investment Funds the proceeds should be invested in,
the Trustee shall invest the proceeds in the Mutual Fund set forth for such
purposes in the Service Agreement.

     (i)  Shares Credited. For all purposes of this Section, the number of
shares of Employer Stock deemed "credited" or "reflected" to a Participant's
proportional interest shall be determined as of the last preceding Valuation
Date. The trade date is the date the transaction is valued.

     (j)  General. With respect to all rights other than the right to vote,
the right to tender, and the right to withdraw shares previously tendered, in
the case of Employer Stock credited to a Participant's proportional interest
in the Stock Fund, the Trustee shall follow the directions of the Participant
and if no such directions are received, the directions of the Named
Fiduciary. The Trustee shall have no duty to solicit directions from
Participants.

     (k)  Conversion. All provisions in this Section 14.24 shall also apply
to any securities received as a result of a conversion to Employer Stock.

In witness whereof, the undersigned have executed this instrument this 25 day
of May, 2001.

                                 GIANT INDUSTRIES, INC.


                                 By:     /s/ CHARLEY YONKER
                                    ---------------------------------
                                 Title:  Vice President H.R.
                                       ------------------------------

                                 Accepted by Trustee:

                                 FIDELITY MANAGEMENT TRUST COMPANY


                                 By:
                                    ---------------------------------
                                 Title:
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