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                                                                    EXHIBIT 99.3

                             UNITED REFINING COMPANY

                 OFFER TO EXCHANGE ITS 10 3/4% SERIES B SENIOR NOTES
                       DUE 2007 WHICH HAVE BEEN REGISTERED
                  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
      FOR ANY AND ALL OF ITS OUTSTANDING 10 3/4% SERIES A SENIOR NOTES DUE 2007


To:      Brokers, Dealers, Commercial Banks,
         Trust Companies and Other Nominees:

         United Refining Company (the "Company") is offering, upon and subject
to the terms and conditions set forth in the Prospectus, dated _______________,
1997 (the "Prospectus"), and the enclosed Letter of Transmittal (the "Letter of
Transmittal"), to exchange (the "Exchange Offer") its 10 3/4% Series B Senior
Secured Notes due 2007 which have been registered under the Securities Act of
1933, as amended, for its outstanding 10 3/4% Series A Senior Secured Notes due
2007 (the "Original Notes"). The Exchange Offer is being made in order to
satisfy certain obligations of the Company contained in the Registration Rights
Agreement dated June 9, 1997, between the Company, the Subsidiary Guarantors,
Dillon, Read & Co., Inc. and Bear, Stearns & Co., Inc.

         We are requesting that you contact your clients for whom you hold
Original Notes, regarding the Exchange Offer. For your information and for
forwarding to your clients for whom you hold Original notes registered in your
name or in the name of your nominee, or who h old Original Notes registered in
their own names, we are enclosing the following documents:

                  1. Prospectus dated ________________ , 1997;

                  2. The Letter of Transmittal for your use and for the
         information of your clients;

                  3. A Notice of Guaranteed Delivery to be used to accept the
         Exchange Offer if certificates for Original Notes are not immediately
         available or time will not permit all required documents to reach the
         Exchange Agent prior to the Expiration Date (as defined below) or if
         the procedure for book entry transfer cannot be completed on a timely
         basis;

                  4. A form of letter which may be sent to your clients for
         whose account you hold Original Notes registered in your name or the
         name of your nominee, with space provided for obtaining such clients'
         instructions with regard to the Exchange Offer;

                  5. Guidelines for Certification of Taxpayer Identification
         Number on Substitute Form W-9; and

                  6. Return envelopes addressed to , the Exchange Agent for the
         Original Notes.

         YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON _____________________ , 1997, UNLESS 

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EXTENDED BY THE COMPANY (THE "EXPIRATION DATE"). THE ORIGINAL NOTES TENDERED
PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE THE
EXPIRATION DATE.

         To participate in the Exchange Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees and any other required documents, should be sent to the
Exchange Agent and certificates representing the Original Notes should be
delivered to the Exchange Agent, all in accordance with the instructions set
forth in the Letter of Transmittal and the Prospectus.

         If holders of Original Notes wish to tender, but it is impracticable
for them to forward their certificates for Original Notes prior to the
expiration of the Exchange Offer or to comply with the book entry transfer
procedures on a timely basis, a tender may be effected by following the
guaranteed delivery procedures described in the Prospectus under "The Exchange
Offer-Guaranteed Delivery Procedures."

         The Company will, upon request, reimburse brokers, dealers, commercial
banks and trust companies for reasonable and necessary costs and expenses
incurred by them in forwarding the Prospectus and the related documents to the
beneficial owners of Original Notes held by them as nominee or in a fiduciary
capacity. The Company will pay or cause to be paid all transfer taxes applicable
to the exchange of Original Notes pursuant to the Exchange Offer, except as set
forth in Instruction 6 of the Letter of Transmittal.

         Any inquiries you may have with respect to the Exchange Offer, or
requests for additional copies of the enclosed materials, should be directed to
              , the Exchange Agent for the Original Notes, at its address and
telephone number set forth on the front of the Letter of Transmittal.



                                       ________________________________________
                                       United Refining Company


         NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENTS OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF
THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN
THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

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