SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

Grease Monkey Holding Corporation
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
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[LOGO]

GREASE MONKEY
HOLDING CORPORATION

216 16th Street, Suite 1100
Denver, Colorado 80202

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 26, 1995

To Our Shareholders:

The Annual Meeting of Shareholders of Grease Monkey Holding Corporation
("Company"), a Utah corporation, will be held at the training center of the
Company, 216 16th Street, Suite 600, Denver, Colorado, 80202, on June 26, 1995,
at 10:00 a.m., Mountain Daylight Time, for the purpose of considering and acting
upon the following:

(1) The election of nine (9) Directors; and

(2) Such other matters as may properly come before the meeting or any
adjournment thereof.

Only shareholders of record at the close of business on May 12, 1995, are
entitled to notice of and to vote at the meeting.

You are cordially invited to attend the meeting in person. Even if you
plan to attend the meeting, however, you are requested to mark, sign, date and
return the accompanying proxy as soon as possible.

Dated: May 15, 1995

By Order of the Board of Directors

T. Timothy Kershisnik, Secretary

IMPORTANT

THE FORM OF PROXY IS ENCLOSED. TO ASSURE THAT YOUR SHARES WILL BE VOTED AT
THE MEETING, PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED ENVELOPE. NO ADDITIONAL POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES. THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN
PERSON IF YOU ATTEND THE MEETING.

GREASE MONKEY HOLDING CORPORATION
216 16th Street
Suite 1100
Denver, Colorado 80202

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD

June 26, 1995

The enclosed proxy is solicited by and on behalf of the Board of Directors
of Grease Monkey Holding Corporation ("Company") for use at the Company's Annual
Meeting of Shareholders to be held at the training center of the Company, 216
16th Street, Suite 600, Denver, Colorado, 80202, at 10:00 a.m., Mountain
Daylight Time, on June 26, 1995, and at any adjournment thereof. It is
anticipated that this Proxy Statement and the accompanying proxy will be mailed
to the Company's shareholders on or about May 24, 1995.

Any person signing and mailing the enclosed proxy may revoke it at any time
before it is voted by giving written notice of the revocation to the Company or
by voting in person at the meeting.

VOTING SECURITIES

All voting rights are vested exclusively in the holders of the Company's
$0.03 par value common stock with each share entitled to one vote. Only
shareholders of record at the close of business on May 12, 1995, are entitled to
notice of and to vote at the meeting or any adjournment thereof. On May 1,
1995, the Company had 4,359,379 shares of the Company's $0.03 par value common
stock issued and outstanding. Cumulative voting in the election of directors is
not permitted.

PRINCIPAL SHAREHOLDERS AND OWNERSHIP OF
DIRECTORS, OFFICERS AND NOMINEES FOR DIRECTOR

The following table sets forth as of March 1, 1995, the number of shares of
the Company's $0.03 par value common stock owned by each person who owned of
record, or was known to own beneficially, more than 5% of the number of shares
of the Company's outstanding common stock, sets forth the number of shares of
the Company's outstanding common stock beneficially owned by each of the
Company's directors and each nominee for director, and sets forth the number of
shares of the Company's common stock beneficially owned by all of the Company's
directors and officers as a group:

PRESENTLY
PRESENTLY CONVERTIBLE
NAME OF COMMON EXERCISABLE PREFERRED STOCK
BENEFICIAL SHARES OPTIONS AND AND UNPAID BENEFICIAL TOTAL PERCENT
OWNER(1) OWNED WARRANTS DIVIDENDS (6) OWNERSHIP OWNERSHIP OF CLASS
-------- ----- -------- ------------- ---------- --------- --------

First of September
Corporation(2)(4) 1,479,432 500,000 159,800 - 2,139,232 35.2%

Rex L. Utsler(2)(3)(7) 219,123 - - 2,139,232 2,358,355 38.8%

Jerry D. Armstrong(2)(3) 175,927 - 43,012 2,139,232 2,358,171 38.8%

James B. Wallace(2)(3) 175,927 - 21,812 2,139,232 2,336,971 38.4%

Cortlandt S. Dietler(2) 55,556 - 16,960 - 72,516 1.2%

George F. Wood(2) 38,639 - 4,240 - 42,879 0.7%

Charles E. Steinbrueck(2) - - 31,800 - 31,800 0.5%

Wayne H. Patterson(2) - - 21,200 - 21,200 0.3%

Jim D Baldwin(2) - - 10,600 - 10,600 0.2%

Kirk E. Douglas(2) 3,400 - - - 3,400 0.1%

All officers and directors as
a group (13 persons)(5) 668,572 160,000 158,104 2,139,232 3,125,908 51.4%

<FN>
--------------------
To avoid duplication, the aggregate number of shares of common stock and total
percentage of all officers and directors as a group have been computed to
include only once the shares of common stock beneficially owned by First of
September Corporation ("FOSC").

(1) All beneficial owners listed have sole voting and/or investment power
with respect to the shares shown unless otherwise indicated.

(2) The address for First of September Corporation and Rex L. Utsler is
216 16th Street, Suite 1100, Denver Colorado, 80202. The address for Messrs.
Armstrong and Wallace is 475 17th Street, Suite 1300, Denver, Colorado 80202.
The address for Kirk E. Douglas is 3773 Cherry Creek North Drive, Suite 701,
Denver, CO, 80209. The address for Cortlandt S. Dietler is 900 Republic Plaza,
370 Seventeenth Street, Denver, Colorado, 80202. The address for George F. Wood
is 1115 Grant St., Denver, Colorado, 80203. The address for Jim D. Baldwin is
901 Chestnut Trail, Littleton, CO, 80121. The address for Wayne H. Patterson is
384 Inverness Drive South, Suite 200, Englewood, CO, 80112. The address for
Charles E. Steinbrueck is 165 High Street, Denver, CO, 80218.

(3) Rex L. Utsler, Jerry D. Armstrong and James B. Wallace own a total of
64% of the outstanding stock of First of September Corporation. As such they
are deemed to be beneficial owners of the shares of common stock of the Company
which are owned by First of September Corporation.

(4) Includes 500,000 shares of common stock underlying presently
exercisable warrants at $1.50 per share.

(5) Includes 160,000 shares underlying presently exercisable stock options
granted under the Company's 1986, 1993 and 1994 Stock Plans that have exercise
prices between $1.88 per share and $2.53 per share.

(6) Represents shares of common stock underlying shares of Series C, 6%
Preferred Stock with a stated value of $100 per share plus accumulated unpaid
dividends, convertible into common stock at $2.50 per share.

(7) Does not include 3,100 shares held by Mr. Utsler's children, of which
he disclaims beneficial ownership.

ACTIONS TO BE TAKEN AT MEETING

The meeting is being called to consider and act upon the following matters:

(1) The election of nine (9) directors; and

(2) Such other matters as may properly come before the meeting or any
adjournment thereof.

The holders of a majority of the outstanding shares of common stock of the
Company, present at the meeting in person or represented by proxy, shall
constitute a quorum. Directors are elected by a plurality of the votes cast.
Abstentions and broker non-votes will be counted for purposes of determining
whether a quorum is present, but will not be counted for purposes of determining
whether a proposal has been approved or a director elected.

ELECTION OF DIRECTORS

The Bylaws, as amended, of the Company provide for nine directors. Unless
authority to vote in the election of directors is withheld, it is the intention
of the proxies to nominate and vote for the following named persons. If any of
the nominees become unavailable for election as a director, which event is not
expected to occur, the proxies will be voted for such substitute as shall be
designated by the Board of Directors. Each director will hold office until the
next annual meeting of shareholders or until their successors are elected and
qualified. The nominees for director, each of whom has consented to serve if
elected, are as follows:

NAME OF NOMINEE,
AND OTHER
POSITION, IF ANY, DIRECTOR PRINCIPAL OCCUPATION
IN THE COMPANY AGE SINCE DURING THE LAST FIVE YEARS
----------------- --- -------- ------------------------------------------------------------------

Rex L. Utsler 49 1991 President and Chairman of the Board of the Company, Grease Monkey
International, Inc. ("GMI"), and all wholly-owned subsidiaries of
the Company, since March 1991; President and Chief Executive
Officer of both First of September Corporation, a financial
investment group, and its predecessor, Bountiful Corporation, which
was involved in crude oil gathering, transportation and marketing,
since 1979; Chairman of the Board of Savant Resources, Inc., an oil
and gas exploration and development company, from 1988 to July
1994.

Kirk E. Douglas 38 1989 Owner and president of Colorado Realty Consultants, Inc., a Denver-
based real estate consulting firm which has provided consulting,
management and investment services to real estate concerns, since
1990. He was a partner in the real estate consulting firm of
Harlan, Myles & Douglas from 1982 to 1990; Adjunct Professor, Real
Estate Finance, University of Colorado at Denver, since 1983.

Jerry D. Armstrong 64 1991 Partner, Brownlie, Wallace, Armstrong and Bander Exploration from
1992 to present; Senior Vice President and member of the Board of
Directors of BWAB Incorporated, an oil and gas production company,
from 1980 to 1992.

James B. Wallace 66 1991 Partner, Brownlie, Wallace, Armstrong and Bander Exploration from
1992 to present; President of BWAB Incorporated, an oil and gas
production company, from 1980 to 1992.

George F. Wood 51 1991 Sole proprietor of Wood and Co., an investment counseling
firm, since 1982.

Wayne H. 49 1994 Chairman, QuickPen International, a commercial software and
Patterson systems company, since December 1992; Principal, Patterson
Consulting, a management consulting firm, December 1991 to
present; Chairman, Live Entertainment, 1990 to 1991; Chairman,
Pace Membership Warehouse, from 1988 to 1990.

Charles E. 51 1994 Managing Partner of Retail Venture Partnership, a
Steinbrueck partnership specializing in investments of emerging public
companies, from 1993 to present; Founder, President and CEO of Pace
Membership Warehouse from 1983 to 1993. Immediate past Chair of
the Board of the Denver Metro Chamber of Commerce.

Jim D. Baldwin 62 1994 Retired President of King Soopers, a retail grocery store chain
owned by Dillon Companies, a subsidiary of the Kroger Company, from
1979 to 1990. Mr. Baldwin was with Dillon Companies for over 40
years.

Cortlandt S. 73 1995 President and CEO of TransMontaigne Oil Company from
Dietler March 1995 to present; Chairman and CEO of Associated Natural Gas
Corporation, from 1980 to February 1995.

The Board of Directors is responsible for the overall affairs of the Company.
The Board of Directors held five meetings during the Company's fiscal year
ended December 31, 1994, and a majority of Directors were present at all
meetings.

There are three (3) standing committees of the Board of Directors, the Option
Committee, the Audit Committee, and the Executive Committee. The Company has no
nominating committee. Information pertaining to the Option Committees is set
forth below under "COMPENSATION PURSUANT TO PLANS." The Audit Committee is
composed of George F. Wood, Wayne H. Patterson and Jerry D. Armstrong. Its
functions are to review accounting procedures of the Company and to discuss
accounting, audit and reporting matters with the Company's auditors. The Audit
Committee met once during 1994. The Executive Committee is composed of Jim D.
Baldwin, Charles E. Steinbrueck, Wayne H. Patterson and Rex L. Utsler. The
Executive Committee met twice during 1994.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.

The following describes certain legal proceedings in which members of the
Board of Directors are or were involved:

KIRK E. DOUGLAS: On January 9, 1991, Kirk Douglas, Inc., a Colorado
corporation the stock of which is owned solely by Mr. Douglas, filed in the
District Court for the District of Colorado, a petition under Chapter 7 of the
Federal Bankruptcy Laws. The corporation purchased and owned for less than one
day a parcel of property that was later determined to be environmentally
contaminated. In accordance with applicable federal laws, all owners of the
property, regardless of the length of time of ownership, were deemed to be
responsible for the cleanup cost. This corporation did not have the ability to
participate in this expense. The corporation's estate in bankruptcy has been
liquidated. No personal liability or responsibility was assessed against Mr.
Douglas and no personal petition was filed by him.

EXECUTIVE OFFICERS

The executive officers of the Company are elected annually at the first
meeting of the Company's Board of Directors held after each annual meeting of
shareholders. Each executive officer will hold office until his or her
successor is duly elected and qualified, until his or her death or resignation,
or until he or she shall have been removed in the manner provided in the
Company's Bylaws. The current executive officers of the Company and their
business experience are as follows:

NAME OF OFFICER PRINCIPAL OCCUPATION DURING THE LAST
EXECUTIVE OFFICER AGE SINCE FIVE YEARS
----------------- --- ------- ------------------------------------------------------------------

Rex L. Utsler 49 1991 President and Chairman of the Board of the Company, GMI, and all
wholly-owned subsidiaries since March 1991; President and Chief
Executive Officer of both First of September Corporation, a
financial investment group, and its predecessor, Bountiful
Corporation, which was involved in crude oil gathering,
transportation and marketing, since 1979; Chairman of the Board of
Savant Resources, Inc., an oil and gas exploration and development
company, from 1988 to July 1994.

T. Timothy
Kershisnik 37 1992 Secretary, Treasurer and Controller of the Company and GMI since
April 1994; Treasurer and Controller since 1992; employed by KPMG
Peat Marwick from 1980 to 1992, Senior Manager at KPMG Peat Marwick
from 1987 to 1992.

NAME OF OFFICER PRINCIPAL OCCUPATION DURING THE LAST
EXECUTIVE OFFICER AGE SINCE FIVE YEARS
----------------- --- ------- ------------------------------------------------------------------

Darcy A. Erickson 43 1993 Vice President, Marketing and Communications at GMI since August
1993; Marketing and Communications Director from 1992 to August,
1993; Self-employed as a marketing and training consultant from
1987 to 1992.

Dennis R. McCarthy 43 1994 Vice President-Franchise Support Services of GMI from April 1994 to
present; Southeast Regional Manager - from January 1994 to April
1994; Employed by Mobil Corporation from 1973 to 1993; National
Lubricants Manager, Mobil Corporation, from 1988 to 1993.

James E. Johnson 41 1995 Vice President, Real Estate Development since February 1995; Real
Estate consultant to GMI from September 1993 to January 1995; 1990
to 1993, President and CEO of SRTI, a Denver-based environmental
remediation company; 1982 to 1990, Vice President of Development
for SullivanHayes Companies, a Denver-based real estate firm.

EXECUTIVE COMPENSATION

CASH COMPENSATION, BONUSES AND DEFERRED COMPENSATION

The following table shows all plan and non-plan compensation paid by the
Company and its subsidiaries for services rendered for the fiscal year ended
December 31, 1994, to each of the most highly compensated executive officers of
the Company whose total cash compensation exceeded $100,000:

Other Annual
Name Principal Position Year Salary Compensation
---- ------------------ ---- ------ ------------

Rex L. Utsler President and Chairman of the Board of
Directors of the Company and GMI 1994 $151,522 $ 10,922(1)

1993 $154,711 $ 15,321(1)

1992 $120,000 $ 14,096(1)

<FN>
--------------------
Mr. Utsler became Chairman of the Board and President on March 4, 1991.

(1) Includes costs of a leased car and the Company's 401(k) matching
contribution.

COMPENSATION OF DIRECTORS.

During 1994, the Board of Directors agreed to accept stock options as
compensation. Directors who are officers or employees of the Company are not
compensated for serving on the Board of Directors. Directors of the Company
receive an annual retainer for the grant of options to purchase 5,000 shares of
Common Stock. The Option Committee and Audit Committee members will receive
annually an additional grant of options to purchase 2,500 shares of Common
Stock. The Executive Committee members will receive annually an additional
grant of options to purchase 5,000 shares of Common Stock. On April 19, 1995,
options to purchase a total of 70,000 shares of common stock were granted to the
Board members.

COMPENSATION PURSUANT TO PLANS

401(k) SAVINGS AND RETIREMENT PLAN

On May 4, 1992, GMI adopted the Grease Monkey International, Inc. 401(k)
Savings and Retirement Plan and Trust Agreement (the "Plan"), effective as of
April 1, 1992. Colorado National Bank Trust and Investment Group is Trustee
under the Plan. At present, the Company issues matching stock to the Plan on a
quarterly basis in an amount equal to 50% of the employees' contribution, up to
a maximum of 6% of the employees' compensation. The Company's contribution is
paid with its $0.03 par value common stock valued at market on the date of the
contribution. During 1994 the Company contributed 12,981 shares to this plan at
an average of $2.27 per share.

EMPLOYMENT AGREEMENTS

None.

1986, 1993 AND 1994 STOCK PLANS

The Company adopted the 1986 Incentive Stock Option Plan ("1986 Plan")
which was approved by the shareholders on February 17, 1987, in which the
employees of the Company and its subsidiaries are eligible to participate. The
1986 Plan authorizes the granting of options to purchase up to 66,667 shares of
the Company's common stock.

The Company adopted the 1993 Incentive Stock Option Plan ("1993 Plan")
which was approved by the shareholders on June 30, 1993. All employees of the
Company and its subsidiaries are eligible to participate. The 1993 Plan
authorizes the granting of options to purchase 300,000 shares of the Company's
common stock.

The Company adopted the 1994 Stock Incentive Plan ("1994 Plan") which was
approved by the shareholders on July 11, 1994. All employees, officers,
directors and consultants of the Company and its subsidiaries are eligible to
participate. The 1994 Plan authorizes 500,000 shares of the Company's common
stock. The 1994 Plan provides for the grant of stock options, the award of cash
or stock bonuses and the award of stock appreciation rights.

The 1986 and 1993 Plans are administered by an Option Committee of not
fewer than three persons appointed by the Board of Directors. Such persons are
not eligible to receive options under the Plan. The members of the Option
Committee are Jerry D. Armstrong, Kirk E. Douglas, and Donald L. Patrick (from
July 11, 1994 to April 19, 1995). The Option Committee met twice during 1994.
All members were present at the meeting. New members of the Option Committee
will be selected after the Annual Meeting of Shareholders.

The 1994 Plan is administered by an Option Committee of not fewer than
three persons appointed by the Board of Directors. The members of the Option
Committee are Jack D. Rule, Jr., George H. Fancher, Jr. and Kermit L. Darkey.
The Option Committee met once during 1994. All members were present at the
meeting.

The named executive officer was not granted any options or awards under any
of the plans in 1994 or previous years.

TRANSACTIONS WITH MANAGEMENT AND OTHERS AND CERTAIN BUSINESS RELATIONSHIPS.

Kirk E. Douglas, who was elected to the Board of Directors on February 2,
1989, is the developer of a Grease Monkey Center located in El Cerrito,
California. GMI is the lessee on said property and subleases the property to a
franchisee. This property was developed and leased by Mr. Douglas before he
became a member of the Board of Directors of the Company.

During 1993 the Company drew a total of $393,000 on a working capital line
of credit provided by FOSC. On August 26, 1993, the Company issued 3,000 shares
of Series B Preferred stock (subsequently converted to 3000 shares of Series C
Preferred stock), in satisfaction of $300,000 of the obligation. The balance due
on the line of credit was $378,000 at December 31, 1993. On March 23, 1994, the
outstanding balance of $378,000 was paid off and the line of credit was
canceled. Rex L. Utsler is president of FOSC as well as president of the
Company, and Messrs. Utsler, Wallace and Armstrong are directors of FOSC as well
as directors of the Company.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires Company's
officers and directors and persons who own more than ten percent of the
Company's outstanding common stock to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC"). Officers,
directors and greater than ten percent shareholders are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file. Based solely on review of the copies of such forms furnished to the
Company, or written representations that no Forms 5 were required to be filed by
such persons, the Company believes that during the Company's fiscal year ended
December 31, 1994, the only directors, officers or more than 10% shareholders of
the Company who failed to timely file a Form 3, Form 4 or Form 5 were Darcy A.
Erickson, T. Timothy Kershisnik and Dennis R. McCarthy, each of whom
inadvertently failed to file a Form 4 for one transaction: a grant of stock
options on August, 17, 1994, of which none have been exercised, and each of them
filed a Form 5 late for the same transaction.

1994 ANNUAL REPORT ON FORM 10-KSB

A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED
DECEMBER 31, 1994 AS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION, MAY BE OBTAINED BY ANY SHAREHOLDER WITHOUT CHARGE UPON WRITTEN
REQUEST TO GREASE MONKEY HOLDING CORPORATION, ATTENTION: INVESTOR RELATIONS,
216 16TH STREET, SUITE 1100 DENVER, COLORADO 80202.

SHAREHOLDER PROPOSALS

Shareholder proposals for inclusion in the Company's proxy materials
relating to the next annual meeting of shareholders must be received by the
Company on or before January 26, 1996.

SOLICITATION OF PROXIES

The cost of soliciting proxies, including the cost of preparing, assembling
and mailing this proxy material to shareholders, will be borne by the Company.
Solicitations will be made only by use of the mails, except that, if necessary,
directors, officers, and regular employees of the Company may make solicitations
of proxies by telephone, telefax or by personal calls. Brokerage houses,
custodians, nominees and fiduciaries will be requested to forward the proxy
soliciting material to the beneficial owners of the Company's shares held of
record by such persons and the Company will reimburse them for their reasonable
expenses in this connection.

INDEPENDENT PUBLIC ACCOUNTANTS

KPMG Peat Marwick LLP served as the Company's independent auditors for the
fiscal years ending 1994 and 1993.

The accountant's reports for the Company's two years ended December 31,
1994, and December 31, 1993, did not contain an adverse opinion nor disclaimer
of opinion, nor were they qualified as to uncertainty, audit scope, or
accounting principles.

During the Company's two most recent fiscal years ended December 31, 1994,
and December 31, 1993, and during any subsequent interim period, there were no
disagreements between the Company and its accountants on any manner of
accounting principles or practices, or on matters relating to financial
statement disclosure, auditing scope, or procedure.

The Company expects a representative of KPMG Peat Marwick LLP to be present
at the Annual Meeting of Shareholders and that the representative will have an
opportunity to answer questions and make a statement if the representative
desires.

OTHER BUSINESS

The Company's Board of Directors does not know of any matters to be
presented at the meeting other than the matters set forth herein. If any other
business should come before the meeting, the persons named in the enclosed form
of proxy will vote such proxy according to their judgment on such matters.

T. TIMOTHY KERSHISNIK
Denver, Colorado
May 15, 1995

PROXY GREASE MONKEY HOLDING CORPORATION PROXY
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 26, 1995
The undersigned hereby constitute(s) and appoint(s) Rex L. Utsler and Jerry
D. Armstrong and each of them, the true and lawful attorneys and proxies of the
undersigned with full power of substitution and appointment, for and in the
name, place and stead of the undersigned, to act for and to vote all of the
undersigned's shares of common stock of Grease Monkey Holding Corporation
("Company") at the Annual Meeting of Shareholders to be held at the training
center of the Company, 216 16th Street, Suite 600, Denver, Colorado, on Monday,
June 26, 1995, at 10:00 a.m. Mountain Daylight Time and at any and all
adjournments thereof, for the following purposes:

1. ELECTION OF DIRECTORS

/ / FOR all nominees listed below (except as marked to the contrary below)
/ / WITHHOLD AUTHORITY to vote for all nominees listed below

INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW. UNLESS THE PROXIES ARE
OTHERWISE INSTRUCTED, YOUR TOTAL VOTE FOR DIRECTORS WILL BE CAST EQUALLY FOR THE
NOMINEES WITH RESPECT TO WHOM YOU DO NOT WITHHOLD AUTHORITY.

Jerry D. Armstrong Jim D. Baldwin Cortland S. Dietler
Kirk E. Douglas Wayne H. Patterson Charles E. Steinbrueck
Rex L. Utsler James B. Wallace George F. Wood

In their discretion, the proxies are authorized to vote upon such other
business including a substitute nominee for director if a nominee is unable to
serve, as may lawfully come before the meeting.

The undersigned hereby revoke(s) any proxies as to the undersigned's share
heretofore given by the undersigned and ratify(ies) and confirm(s) all that said
attorneys and proxies may lawfully do by virtue hereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE
UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS GIVEN THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES LISTED ABOVE. It is
understood that this Proxy confers discretionary authority in respect to matters
not known or determined at the time of the mailing of the Notice of Annual
Meeting of Shareholders to the undersigned. THE PROXIES AND ATTORNEYS INTEND TO
VOTE THE SHARES REPRESENTED BY THIS PROXY ON SUCH MATTERS, IN ANY, AS DETERMINED
BY THE BOARD OF DIRECTORS.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Shareholders, the Proxy Statement and the Company's Annual Report for the
fiscal year ended December 31, 1994.
Dated:_________________________________________, 1995

______________________________________________
SIGNATURE

______________________________________________
SIGNATURE IF HELD JOINTLY
Signature(s) should agree with name(s) stenciled hereon.
Executors, administrators, trustees, guardians and attorneys
should indicate when signing. Attorneys should submit
powers of attorney.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
PLEASE SIGN AND RETURN THIS PROXY TO AMERICAN SECURITIES
TRANSFER, INC., 938 QUAIL STREET, SUITE 101, LAKEWOOD, CO
80215-5513. THE GIVING OF A PROXY WILL NOT AFFECT YOUR
RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.