1
                                                                    EXHIBIT 4.39


________________________________________________________________________________





                            TCR HOLDING CORPORATION

                                      and

                     TRANSCONTINENTAL REFINING CORPORATION





                            ________________________


             ASSUMPTION OF OBLIGATIONS UNDER 1997 WARRANT AGREEMENT

                         Dated as of December 15, 1998

                           __________________________




________________________________________________________________________________





   2
             ASSUMPTION OF OBLIGATIONS UNDER 1997 WARRANT AGREEMENT

         This Assumption of Obligations Under 1997 Warrant Agreement
("Assumption Agreement") is entered into as of this 15th day of December, 1998,
by TCR Holding Corporation, a Delaware corporation ("TCR") and TransContinental
Refining Corporation, a Delaware corporation ("TransContinental"), and in favor
of the holders of the Warrants (as defined below).

         WHEREAS, TransAmerican Refining Corporation, a Texas corporation
("TARC") and First Union National Bank, as Warrant Agent (the "Warrant Agent")
entered into that certain Warrant Agreement dated as of December 30, 1997 (the
"Warrant Agreement"), pursuant to which warrants ("Warrants") to purchase
shares of Common Stock, par value $0.01 per share, of TARC are issued and
outstanding; and

         WHEREAS, TARC proposes to consummate a reorganization pursuant to
which TARC will transfer substantially all of its assets (the "Refinery
Assets") to TCR Holding, which will in turn transfer the Refinery Assets to
TransContinental; and

         WHEREAS, Section 4.14 of the Warrant Agreement provides that TARC may
not effect any Reorganization (as defined in the Warrant Agreement) unless
prior to or simultaneously with the consummation of the Reorganization, the
successor corporation or the corporation purchasing the assets of TARC
expressly assumes the obligations and liabilities of TARC under the Warrant
Agreement;

         WHEREAS, TCR Holding desires to acquire the Refinery Assets and, in
connection therewith, to comply with the requirements of Section 4.14 of the
Warrant Agreement by assuming the obligations and liabilities of TARC
thereunder, and TransContinental desires to acquire the Refinery Assets and, in
connection therewith, to comply with Section 4.14 of the Warrant Agreement by
assuming the obligations and liabilities of TCR Holding thereunder (which
result from the assumption thereof by TCR Holding pursuant hereto);

         NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, TCR Holding and TransContinental
hereby agree as follows:


         1.      TCR Holding hereby assumes and agrees to perform, discharge,
and satisfy, on and after the date hereof, all of the liabilities and
obligations of TARC under the Warrant Agreement, including, but not limited to,
the obligation to deliver to the Holders (as defined in the Warrant Agreement)
such cash, such shares of stock, securities or assets as, in accordance with
the terms of the Warrant Agreement, the Holders may be entitled to purchase
upon exercise of the Warrants.

         2.      TransContinental hereby assumes and agrees to perform,
discharge, and satisfy, on and after the date hereof, all of the liabilities
and obligations of TCR Holding (which result from the assumption thereof by TCR
Holding pursuant hereto) under the Warrant Agreement, including, but not
limited to, the obligation to deliver to the Holders such cash, such shares of
stock, securities or assets as, in accordance with the terms of the Warrant
Agreement, the Holders may be entitled to purchase upon exercise of the
Warrants.




                                     -2-
   3
         3.      Attached hereto as Exhibit A is a certificate of resolutions
adopted by the Board of Directors of TARC pursuant to the requirements of
Section 4.14 of the Warrant Agreement.

         4.      THIS ASSUMPTION AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW.

         IN WITNESS WHEREOF, TCR Holding and TransContinental have caused this
Assumption Agreement to be duly executed on and effective as of day and year
first above written.


                                        TCR HOLDING CORPORATION,
                                                A Delaware corporation



                                        By:_________________________________
                                           Name: Ed Donahue
                                           Title: Vice President


                                        TRANSCONTINENTAL REFINING CORPORATION,
                                                A Delaware corporation



                                        By:_________________________________
                                           Name: Ed Donahue
                                           Title: Vice President





                                      -3-