EXHIBIT 10.27
                           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:  March 10, 2000

     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 February 28, 2001 (the "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, concluding in an Amended and Restated Loan
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