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                                                                Exhibit 10.4


                                                            EXECUTION COPY
                                                           (Senior Subordinated)

                          FIRST SUPPLEMENTAL INDENTURE

     FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of
January 14, 1998 between Huntway Partners, L.P., a Delaware limited partnership
(the "Company"), and State Street Bank and Trust Company, as trustee (the
"Trustee").

                             PRELIMINARY STATEMENT

     The Company and the Trustee are parties to the Indenture dated as of
October 15, 1997 (the "Existing Indenture"), whereby the Company issued
$21,750,000 of its 9 1/4% Senior Subordinated Secured Convertible Notes.

     Pursuant to an Amendatory Agreement dated as of January 12, 1998 among the
Company and numerous other parties, the Company and all of the Holders under
the Existing Indenture have agreed to the amendment to the Existing Indenture
hereinafter set forth, and have acknowledged and agreed that the signatures of
such Holders thereto constitute a consent of such Holders pursuant to Section
9.02 of the Existing Indenture, to amend the Existing Indenture as hereinafter
set forth.

     Pursuant to Section 9.06 of the Existing Indenture, the Trustee has
received an Opinion of Counsel and Officers' Certificate stating that the
execution of this Supplemental Indenture is authorized or permitted by the
Existing Indenture.

     Accordingly, pursuant to Section 9.02 of the Existing Indenture, the
Company and the Trustee are entering into this Supplemental Indenture.

     The Company and the Trustee hereby agree as follows:

     1.  Amendment to the Existing Indenture.  The Existing Indenture is amended
by substituting the date "March 31, 1998" for the date "January 15, 1998" in
Section 11.01 of the Existing Indenture.

     2.  Effect on Existing Indenture.  Except as expressly amended by this
Supplemental Indenture, the Existing Indenture shall remain in full force and
effect.

     3.  Counterparts.  This Supplemental Indenture may be signed in
counterparts with the same effect as if the signatures to each
counterpart were upon a single instrument, and all such counterparts together
shall be deemed an original of this Supplemental Indenture.

     4.  Trustee Disclaimer.  The Trustee has accepted the amendment of the
Existing Indenture effected by this Supplemental Indenture and agrees to
execute the trust created by the Indenture as hereby amended, but only upon the
terms and conditions set forth in the Existing Indenture, including the terms
and provisions defining and limiting the liabilities and responsibilities


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the Trustee shall not be responsible in any manner whatsoever for or with
respect to any of the recitals of fact contained herein, all of which recitals
are made solely by the Company, or for or with respect to the validity or
sufficiency of this Supplemental Indenture or any of the terms or provisions
hereof and shall incur no liability or responsibility in respect of the
validity thereof.

                                   * * * * *

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     IN WITNESS WHEREOF, we have set our hands as of the day and year first
above written.


Dated as of January 14, 1998  HUNTWAY PARTNERS, L.P.,
                              a Delaware limited partnership, as Issuer

                              By: ________________________

                              By: ________________________

Dated as of January 14, 1998  STATE STREET BANK AND TRUST COMPANY, a
                              Massachusetts bank and trust company, as
                              Trustee

                              By:____________________________________
                                 Name:
                                 Title:

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