<PAGE> OMB Number 3235-0287
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FORM 4
/ / Check this box if no longer
subject to Section 16. Form 4 or
Form 5 obligations may continue.
See Instruction 1(b).
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Reporting Person*
Spencer, Richard S. III
(Last) (First) (Middle)
200 Seventh Ave., Suite 105, Santa Cruz, CA 95062
(Street) (City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol Huntway Refining Company (HWY)
3. IRS or Social Security Number of Reporting Person (Voluntary) __________
4. Statement for Month/Year 6-98
5. If Amendment, Date of Original (Month/Year) ___________
6. Relationship of reporting person to issuer
(Check all applicable)
XX Director XX 10% Owner
____ Officer (give ____ Other (specify
title below) below)
______________________
7. Individual or Joint/Group Filing (Check Applicable line)
XX Form filed by one Reporting Person
____ Form filed by More than One Reporting Person
SEC 1474 (7-96)
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FORM 4 (continued) Page 2 of 4 Pages
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3) Common Stock
2. Transaction Date (Month/Day/Year) 6-1-98
3. Transaction Code (Instr. 8)
Code J (1) V
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
Amount 924,000 (A) or (D) A Price (1)
5. Amount of Securities Beneficially Owned at End of Month
(Inst. 3 and 4) 924,000
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) I
7. Nature of Indirect Beneficial Ownership (Inst. 4)
As Manager of General Partner of Limited Partnership
___________________________________________________________________________
1. Title of Security (Instr. 3) Common Stock
2. Transaction Date (Month/Day/Year) 6-1-98
3. Transaction Code (Instr. 8)
Code J (1) V
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
Amount 124,000 (A) or (D) A Price (1)
5. Amount of Securities Beneficially Owned at End of Month
(Inst. 3 and 4) 124,000
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) I
7. Nature of Indirect Beneficial Ownership (Inst. 4)
By Spouse's IRA
___________________________________________________________________________
Reminder: Report on a separate line for each class of
securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person,
see Instruction 4(b)(v). SEC 1474 (7-96)
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FORM 4 (continued) Page 3 of 4 Pages
Table II - Derivative Securities Acquired, Disposed of,
or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) Convertible Note
2. Conversion or Exercise Price of Derivative Security $1.50
3. Transaction Date (Month/Day/Year) 6-1-98
4. Transaction Code (Instr. 8)
Code J (1) V
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) (A) $11 million (D) _____________
6. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable Expiration Date
6-1-98 10-15-07
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
Title Common Stock Amount or Number of Shares 7,333,333
8. Price of Derivative Security (Instr. 5) (1)
9. Number of derivative Securities Beneficially Owned at End of Month
(Instr. 4) $11 million
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) I
11. Nature of Indirect Beneficial Ownership (Inst. 4)
As Manager of Manager of Limited Liability Company
___________________________________________________________________________
Explanation of Responses:
The reporting person has only a pro rata interest in the securities reported
and disclaims beneficial ownership of the securities reported except to the
extent of the reporting person's pecuniary interest.
(1) The reporting person received the common stock reported in exchange for
Units of Huntway Partners, L.P. previously held by the reporting person. The
convertible note reported was previously held by the reporting person but is
now convertible into common stock pursuant to the conversion of Huntway
Partners, L.P. to Huntway Refining Company.
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FORM 4 (continued) Page 4 of 4 Pages
/s/ Richard S. Spencer III 6-10-98
Richard S. Spencer III
** Signature of Reporting Person Date
** Intentional misstatements or omissions of facts constitute
Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, See Instruction 6 for procedure.
Potential persons who are to respond to the collection
of information contained in this form are not required to respond
unless the form displays a currently valid OMB Number. SEC 1474 (7-96)
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