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:
/X/ Preliminary Proxy Statement
/ / 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)

GREASE MONKEY HOLDING CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
/ / $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;*

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4) Proposed maximum aggregate value of transaction:

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*Set forth the amount on which the filing fee is calculated and state how
it was determined.

/ / 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, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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[LOGO]

PRELIMINARY

GREASE MONKEY
HOLDING CORPORATION

216 16th Street, Suite 1100
Denver, Colorado 80202

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 11, 1996

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 11, 1996,
at 10:00 a.m., Mountain Daylight Time, for the purpose of considering and acting
upon the following:

(1) The election of eight (8) Directors; and

(2) To consider and act upon a proposal to amend Article IV of the
Company's Articles of Incorporation to increase the authorized
shares of Common Stock with a par value of $0.03 per share to
20,000,000 shares.

(3) 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 10, 1996, 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 17, 1996

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.

PRELIMINARY

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

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD

June 11, 1996

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 11, 1996, 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 17, 1996.

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, or by voting again by submitting
a new proxy card. Only the latest dated proxy card, including the one which may
be voted in person at the meeting, will count.

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 10, 1996, are entitled to
notice of and to vote at the meeting or any adjournment thereof. On April 30,
1996, the Company had 4,359,888 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, 1996, 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 officers 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
CONVERTIBLE
PRESENTLY PREFERRED
NAME OF COMMON EXERCISABLE 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) 1,479,432 500,000 168,800 - 2,148,232 34.2%

Rex L. Utsler(2)(3)(7) 219,123 50,000 - 2,148,232 2,417,355 38.5%

Jerry D. Armstrong(2)(3) 179,260 20,000 45,418 2,148,232 2,392,910 38.1%

James B. Wallace(2)(3) 179,261 15,000 23,015 2,148,232 2,365,508 37.7%

Wayne H. Patterson(2) - 22,500 22,403 - 44,903 .7%

Charles E. Steinbrueck(2) - 20,000 33,605 - 53,605 .9%

George F. Wood(2) 38,639 15,000 4,481 - 58,120 .9%

Jim D. Baldwin(2) - 17,500 11,202 - 28,702 .5%

Cortlandt S. Dietler(2) 55,556 10,000 17,923 - 83,479 1.3%

All officers and directors as
a group (13 persons)(5) 671,839 380,000 167,008 2,148,232 3,367,079 53.7%

- ---------------

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.

(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 George F. Wood is 1115 Grant St., Denver, Colorado, 80203. 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. The address for Jim D. Baldwin is 901 Chestnut
Trail, Littleton, CO, 80121. The address for Cortlandt S. Dietler is 900
Republic Plaza, 370 Seventeenth St., Denver, CO, 80202.

(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 beneficially 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 380,000 shares underlying presently exercisable stock
options granted under the 1986, 1993 and 1994 Incentive Stock Option Plans that
have exercise prices between $1.59 per share and $2.22 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 THE MEETING

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

(1) The election of eight (8) directors; and

(2) To consider and act upon a proposal to amend Article IV of the
Company's Articles of Incorporation to increase the shares of
Common Stock with a par value of $0.03 per share to 20,000,000
shares.

(3) 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.
The proposal to amend the Articles of Incorporation must receive the affirmative
vote of a majority of the outstanding shares of the Company's common stock.
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, and will have the
effect of a vote against the proposed amendment.

PROPOSAL ONE
ELECTION OF DIRECTORS

The Bylaws, as amended, of the Company currently provide for eight
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 50 1991 President and Chairman of the Board of
Grease Monkey Holding Corporation
("GMHC"), Grease Monkey International,
Inc. ("GMI"), and all other 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.

Jerry D. Armstrong 65 1991 Partner in Brownlie, Wallace,
Armstrong and Bander Exploration since
1992. He served as senior vice
president and member of the Board of
Directors of BWAB Incorporated from
1980 to 1992.

James B. Wallace 67 1991 Partner in 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 52 1991 Sole proprietor of Wood and Co., an
investment counseling firm, since
1982.

Wayne H. 50 1994 Chairman, QuickPen International, a
Patterson commercial software and 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. 52 1994 Managing Partner of Retail Venture
Steinbrueck Partnership, a partnership
specializing in investments of
emerging public companies, from 1993
to present; Founder, President and CEO
of Pace Membership Warehouse from 1983
to 1993.

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

Jim D. Baldwin 63 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. 74 1995 President and CEO of TransMontaigne
Dietler Oil Company from 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 six meetings during the Company's fiscal year ended
December 31, 1995, and no Director attended fewer than 75% of the meetings.

There are three (3) standing committees of the Board of Directors, the
Option/Compensation 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 1995. The Executive Committee is composed
of James B. Wallace, Cortlandt S. Dietler, Charles E. Steinbrueck, Wayne H.
Patterson and Rex L. Utsler. The Executive Committee met twice during 1995.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS. None.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF ELECTION OF THE NOMINEES
LISTED ABOVE.

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
- ------------------ --- -------- --------------------------------------

T. Timothy 38 1992 Controller and Treasurer of GMHC and
Kershisnik GMI since 1992; appointed Corporate
Secretary in April 1994; employed by
KPMG Peat Marwick from 1980 to 1992,
Senior Manager at KPMG Peat Marwick
from 1987 to 1992.

Darcy A. Erickson 44 1993 Vice President, Marketing and
Communications at GMI since August
1993; Marketing and Communications
Director from April 1992 to August
1993; Self-employed as a marketing and
training consultant from 1987 to 1992.

Dennis R. McCarthy 44 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 December 1993, most recently
as National Lubricants Manager.

James E. Johnson 42 1995 Vice President, Real Estate
Development since February 1995; Real
Estate consultant to GMI from
September 1993 to January 1995;
President and CEO of SRTI, a Denver-
based environmental remediation
company, from 1990 to 1993; Vice
President of Development for
SullivanHayes Companies, a Denver-
based real estate firm, from 1982 to
1990.

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

Michael J. Brunetti 39 1995 Vice President, Franchise Development
since July 1995; March 1993 to July
1995, Director of Region Development -
Western Region for Moto Photo Inc., a
franchisor of photography imaging
centers located in Dayton, Ohio. From
August 1987 to August 1992, was
employed by Taco Johns International,
Inc., a franchisor of fast food
Mexican style restaurants located in
Cheyenne, Wyoming, most recently as
Vice President of Franchise
Development.

There are no family relationships between or among any of the directors and
executive officers.

There are no arrangements or understandings pursuant to which any person was
selected as an executive officer.

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, 1995, to each of the most highly compensated executive officers of
the Company whose total cash compensation exceeded $100,000:

SUMMARY COMPENSATION TABLE

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

Rex L. Utsler President and Chairman of the Board of
Directors of the Company and GMI 1995 $157,842 $ 11,328(1)
1994 $151,522 $ 10,922(1)
1993 $154,711 $ 15,321(1)

- -----------------------------------

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.

Option/SAR Grants in Last Fiscal Year

Individual Grants
- --------------------------------------------------------------------------------
(a) (b) (c) (d) (e)

Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees Base Price Expiration
Name Granted (#) in Fiscal Year ($/Sh) Date
- --------------------------------------------------------------------------------

Rex L. Utsler 50,000 11.6% $1.72 9-25-00

COMPENSATION OF DIRECTORS.

Directors of the Company who are not employees or officers are granted
stock options as compensation. 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 for the
1994 - 1995 period. On June 26, 1995, options to purchase a total of 75,000
shares of common stock were granted to the Board members for the 1995 - 1996
period.

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 1995 the Company contributed 11,542 shares to this plan at
an average of $1.82 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 (who resigned from the Board
on November 30, 1995), and Jim D. Baldwin. The Option Committee met once during
1995. 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 1995. All members were present at the
meeting.

TRANSACTIONS WITH MANAGEMENT AND OTHERS AND CERTAIN BUSINESS RELATIONSHIPS.
None.

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 a review of Forms 3 and 4 and amendments thereto furnished
to the Company during the Company's fiscal year ended December 31, 1995, the
directors, officers or more than 10% shareholders of the Company who failed to
timely file a Form 3 or Form 4 were Jerry D. Armstrong, Jim D. Baldwin, Wayne H.
Patterson, James B. Wallace, George F. Wood and Charles E. Steinbrueck, each of
whom inadvertently filed a late Form 4 for the grant of stock options on June
26, 1995, of which none have been exercised. In addition, Jerry D. Armstrong
and James B. Wallace inadvertently filed a late Form 4 for the purchase of
common stock. In addition, Cortlandt S. Dietler filed a late Form 3 for the
Initial Statement of Beneficial Ownership of Securities.

PROPOSAL TWO
PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO
INCREASE AUTHORIZED SHARES OF COMMON STOCK

The Board of Directors of the Company has adopted a resolution approving
and recommending that shareholders approve the following resolution to amend the
Articles of Incorporation of the Company which would increase from 10,000,000 to
20,000,000, the number of shares of common stock, par value of $0.03 per share,
that the Company has the right to issue.

WHEREAS, the Articles of Incorporation of the corporation
authorize 10,000,000 shares of common stock, par value of $0.03
per share, and

WHEREAS, it is in the best interest of the corporation to
increase the authorized Common Stock of the corporation to
20,000,000 shares, now therefore it is

RESOLVED, that Article IV shall be and hereby is amended so that
Article IV, with respect to the authorized shares, shall read as
follows:

The aggregate number of shares that the Corporation shall have
the right to issue is:

20,000,000 shares of Common Stock with a par value of $0.03 per
share, each of which shall have equal voting rights; and 200,000
shares of Preferred Stock.

The balance of Article IV shall remain unchanged.

As of April 30, 1996, the Company has 4,359,888 shares of Common Stock
issued and outstanding, 500,000 shares of Common Stock reserved for issuance
under outstanding warrants, 894,392 shares of Common Stock reserved for issuance
upon conversion of the Series C Convertible Preferred Stock, and 833,333 shares
of Common Stock reserved for issuance pursuant to outstanding option plans

to purchase shares of the Company's Common Stock. In addition, the Company
needs shares available to meet its current matching requirements under the
Company's 401(k) plan. As a result of the foregoing, the Company as of the
meeting date will have issued or reserved approximately 6,587,613 shares of
Common Stock. Approximately 3,412,387 shares would be unissued or unreserved.
In addition, the Company anticipates the need to raise additional equity capital
for future growth. The Company therefore believes that it is in the best
interest of the Company to increase the number of shares authorized in order to
meet its current commitments as well as to provide the Company flexibility in
future financing, compensation and other matters.

If the proposal to amend Article IV of the Company's Articles of
Incorporation is approved, the Board of Directors, in its sole discretion and
without further approval of the shareholders, would have the authority to
determine when, if and at what prices the unreserved and unissued shares of
authorized Common Stock would be issued in the future. Although the Board of
Directors has no other plans for future issuances of the Company's Common Stock
except as described herein, shares of the Common Stock could be issued by the
Board of Directors to acquire additional capital, for mergers and acquisitions,
as employee compensation or for additional stock options as well as other
purposes. In addition, without further approval by the stockholders, the Board
of Directors could cause the unreserved and unissued shares of Common Stock to
be used as a device to defend against a takeover of the Company by a third
party. At the present time, the Board of Directors is not aware of any plans by
any person to attempt such a takeover of the Company.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF APPROVAL OF THE
AMENDMENT. EACH MEMBER OF THE BOARD OF DIRECTORS INTENDS TO VOTE HIS SHARES IN
FAVOR OF APPROVAL OF THE AMENDMENT. IN ORDER TO BE APPROVED, THE AMENDMENT TO
ARTICLE IV TO THE COMPANY'S ARTICLES OF INCORPORATION, TO INCREASE, FROM
10,000,000 SHARES TO 20,000,000 SHARES, THE NUMBER OF SHARES OF COMMON STOCK,
PAR VALUE $0.03 PER SHARE, THAT THE COMPANY HAS THE AUTHORITY TO ISSUE, MUST
RECEIVE THE AFFIRMATIVE VOTE OF A MAJORITY OF THE OUTSTANDING SHARES OF THE
COMPANY'S COMMON STOCK. ABSTENTIONS AND BROKER NON-VOTES WILL HAVE THE EFFECT
OF A NEGATIVE VOTE AGAINST THE AMENDMENT.

1995 ANNUAL REPORT ON FORM 10-KSB

A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED
DECEMBER 31, 1995 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 18, 1997.

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, without additional or
special compensation, 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 1995 and 1994.

The accountant's reports for the Company's two years ended December 31,
1995, and December 31, 1994, 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, 1995,
and December 31, 1994, 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, Secretary
Denver, Colorado
May 17, 1996

PROXY GREASE MONKEY HOLDING CORPORATION PROXY
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 11, 1996
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 Tuesday,
June 11, 1996, 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
Wayne H. Patterson Charles E. Steinbrueck Rex L. Utsler
James B. Wallace George F. Wood

2. APPROVAL TO AMEND ARTICLE IV OF THE COMPANY'S ARTICLES OF INCORPORATION TO
INCREASE THE AUTHORIZED SHARES OF COMMON STOCK WITH A PAR VALUE OF $0.03 PER
SHARE TO 20,000,000 SHARES.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

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, 1995.
Dated: , 1996
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SIGNATURE

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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.