HUNTWAY REFINING CO, S-4, 1998-01-28

HUNTWAY REFINING CO
S-4, 1998-01-28

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 28, 1998
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

Huntway Refining Company
(Exact name of registrant as specified in its charter)

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

Delaware 2911 To be applied for
(State or other (Primary Standard (I.R.S. Employer
of incorporation Industrial Classification No.) Identification No.)
jurisdiction or
organization)
--------------------

25129 The Old Road, Suite 322
Newhall, California 91381
(805) 286-1582
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

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

Juan Y. Forster
President and Chief Executive Officer
25129 The Old Road, Suite 322
Newhall, California 91381
(805) 286-1582

(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------

Copies to
William S. Kirsch, P.C.
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effectiveness of this Registration Statement and
the satisfaction of the condition to the merger of Huntway Partners, L.P. (the
"Partnership") with and into the Registrant pursuant to an Agreement and Plan
of Merger between the Registrant and the Partnership described in the enclosed
Proxy Statement/Prospectus.

If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended, other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [ ]

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

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=======================================================================================================================
Proposed maximum Amount of
Title of each class of securities to be registered offering price Registration Fee (1)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, par value $.01 per share . . . . . . . . . . . . $34,986,769 $10,321
=======================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933, as amended.

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH
SECTION 8(a), MAY DETERMINE.
================================================================================
<PAGE> 2
Newhall, California
_________ __, 1998

NOTICE OF SPECIAL MEETING OF
LIMITED PARTNERS
To Be Held
On ______ __, 1998

To the Limited Partners of Huntway Partners, L.P.:

NOTICE IS HEREBY GIVEN that a Special Meeting of the limited partners
of Huntway Partners, L.P., a Delaware limited partnership (the "Partnership"),
will be held at 25129 The Old Road, Suite 322, Newhall, California on _______
___, 1998 at 10:00 a.m., local time for the following purposes:

1. To vote on a proposal (the "Conversion Proposal") that, if
approved, will result in the conversion of the Partnership to corporate form
(the "Conversion"). The Conversion will be accomplished through the merger of
the Partnership with and into Huntway Refining Company, a newly-formed Delaware
corporation that is a wholly-owned subsidiary of the Partnership (the
"Corporation"). Upon consummation of such merger: (i) each of the
Partnership's outstanding limited partnership interests ("Common Units") will
be converted into one share of the Corporation's common stock and (ii) the
Partnership's outstanding general partnership interests (to which 1% of each
item of the Partnership's taxable income, gain, loss or deduction is allocated)
will be converted into 1% of the Corporation's common stock to be outstanding
immediately after such merger. As a result of the Conversion, the Partnership
will cease to exist and the Corporation will receive all of the assets and
become subject to all of the liabilities of the Partnership. The Conversion
Proposal and related matters are more fully described in the attached Proxy
Statement/Prospectus, which, together with the exhibits thereto and the
documents incorporated by reference therein, forms a part of this Notice and is
incorporated herein by reference.

2. To vote on the adoption of a stock incentive plan for the
Corporation (the "1998 Stock Plan").

Only limited partners of the Partnership of record at the close of
business on _________ __, 1998 are entitled to notice of and to vote at the
Special Meeting.

The Conversion will require the affirmative vote of limited partners
holding at least 66 2/3% of the outstanding Common Units. Failure to forward a
proxy or to vote in person at the Special Meeting will have the same effect as
if a limited partner had voted against the Conversion Proposal. Approval of
the 1998 Stock Plan will require the affirmative vote of a majority of the
limited partners voting at the Special Meeting, in person or by proxy.

You are cordially invited to attend the Special Meeting. If you
cannot attend, please sign and date the accompanying form of proxy and return
it promptly in the enclosed envelope. If you attend the meeting, you may vote
in person regardless of whether you have given your proxy. Any proxy may be
revoked at any time before it is exercised, as indicated herein.

By Order of the Managing General Partner

Warren J. Nelson,
Secretary
Huntway Partners, L.P.

Your vote is important. Accordingly, you are asked to complete, sign
and return the accompanying proxy card in the envelope provided, which requires
no postage if mailed in the United States.
<PAGE> 3
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

SUBJECT TO COMPLETION, DATED JANUARY 27, 1998

PROXY STATEMENT/PROSPECTUS
HUNTWAY REFINING COMPANY
14,731,271 SHARES OF COMMON STOCK

This Proxy Statement (which is also a Prospectus) relates to the
merger (the "Merger") of Huntway Partners, L.P., a Delaware limited partnership
(the "Partnership"), with and into Huntway Refining Company, a newly-formed
Delaware corporation that is a wholly-owned subsidiary of the Partnership (the
"Corporation"), and the issuance of an aggregate of 14,731,271 shares of Common
Stock, par value $.01 per share ("Common Stock"), of the Corporation in
connection therewith.

This Proxy Statement/Prospectus is being sent by the Partnership on or
about ______ ___, 1998 to the holders of its limited partnership interests
("Common Units") in connection with the solicitation by Huntway Managing
Partner, L.P., a Delaware limited partnership that is the managing general
partner of the Partnership (the "Managing General Partner"), of proxies to be
voted at a special meeting of the Partnership's limited partners (the "Special
Meeting") in Newhall, California on _______ ___, 1998. At the Special
Meeting, the limited partners will vote on (i) a proposal (the "Conversion
Proposal") that, if approved, will result in the conversion of the Partnership
to corporate form (the "Conversion") and (ii) the adoption of a stock incentive
plan for the Corporation (the "1998 Stock Plan").

The Conversion will be accomplished through the Merger. Upon
consummation of the Merger: (i) each Common Unit will be converted into one
share of Common Stock and (ii) the general partnership interests of the
Managing General Partner and of Huntway Holdings, L.P., a Delaware limited
partnership that is the special general partner of the Partnership (the
"Special General Partner" and, together with the Managing General Partner, the
"General Partners") (to which 1% of each item of the Partnership's taxable
income, gain, loss or deduction is allocated) will be converted into 1% of the
Common Stock to be outstanding immediately after the Merger. As a result of the
Conversion, the Partnership will cease to exist and the Corporation will
receive all of the assets and become subject to all of the liabilities of the
Partnership.

Approval of the Conversion, if granted, will bind all limited partners
regardless of whether they vote against the Conversion.

SEE "RISK FACTORS AND OTHER IMPORTANT CONSIDERATIONS" ON PAGE 8 FOR
CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY LIMITED PARTNERS VOTING AT THE
SPECIAL MEETING.

The Conversion will require the approval of limited partners holding
at least 66 2/3% of the outstanding Common Units. Failure to forward a proxy
or to vote in person at the Special Meeting will have the same effect as if a
limited partner had voted against the Conversion Proposal. Approval of the
1998 Stock Plan will require the affirmative vote of a majority of the limited
partners voting at the Special Meeting, in person or by proxy.

The officers of the Partnership and certain affiliates of the General
Partners, who own approximately 40.9% of the Common Units, have advised the
Partnership that they will vote in favor of the Conversion Proposal and for
adoption of the 1998 Stock Plan.

NEITHER THIS TRANSACTION NOR THESE SECURITIES HAVE BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THIS TRANSACTION OR
THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

No person is authorized to give any information or to make any
representation not contained in this Proxy Statement/Prospectus, and any
information or representation not contained herein must not be relied upon as
having been authorized by the Partnership, the General Partners or the
Corporation. This Proxy Statement/Prospectus does not constitute an offer of
any securities other than the registered securities to which it relates or an
offer to any person in any jurisdiction where such offer would be unlawful.
Neither the delivery of this Proxy Statement/Prospectus nor any sales made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Partnership or the Corporation since the
date hereof.

Application will be made to list the Common Stock on the New York Stock
Exchange.

The date of this Proxy Statement/Prospectus is ____________ __, 1998.

<PAGE> 4
AVAILABLE INFORMATION

The Partnership is (and following the Conversion, the Corporation will
be) subject to the informational requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files (and
will file) reports and other information with the Securities and Exchange
Commission (the "SEC"). Such reports and other information may be inspected
and copied at the public reference facilities maintained by the SEC, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the SEC's Regional Offices at
Seven World Trade Center, New York, New York 10048 and Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of this
material should also be available on-line through EDGAR and may be obtained at
prescribed rates from the Public Reference Section of the SEC at its principal
office in Washington, D.C. The SEC also maintains a Web site
(http://www.sec.gov) that contains reports and other information regarding the
Partnership. Such reports and other information concerning the Partnership can
also be inspected at the office of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005, the exchange on which the Common Units are
listed (and on which application will be made to list the Common Stock).

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

This Proxy Statement/Prospectus incorporates certain documents by
reference. These documents are being delivered herewith and are also available
without charge to each person to whom a copy of this Proxy Statement/
Prospectus is delivered, upon written or oral request addressed to Huntway
Partners, L.P., 25129 The Old Road, Suite 322, Newhall, California 91381,
Attention: Secretary, telephone number (805) 286-1582. In order to ensure
timely delivery of the documents, any request should be made by ________ __,
1998.

The following documents of the Partnership have been filed with the
SEC and are incorporated herein by reference:

(i) Annual Report on Form 10-K for the fiscal year ended December
31, 1996;

(ii) Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 1997, June 30, 1997 and September 30, 1997; and

(iii) Current Report on Form 8-K filed on November 14, 1997.

All documents filed by the Partnership pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Proxy
Statement/Prospectus and prior to the date of the Special Meeting shall be
deemed to be incorporated by reference into this Proxy Statement/Prospectus and
to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
which also is incorporated herein) modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed to constitute a
part hereof except as so modified or superseded.

- ii -
<PAGE> 5
TABLE OF CONTENTS
PAGE

<TABLE>
<S> <C>
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
The Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
The 1998 Stock Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Voting at the Special Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Summary Historical Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

RISK FACTORS AND OTHER IMPORTANT CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

THE CONVERSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Reasons to Convert to Corporate Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Alternatives to the Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Terms of the Conversion; Merger Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
No Dissenters' Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Exchange of Depositary Receipts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

COMPARISON OF COMMON UNITS AND COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

FEDERAL INCOME TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Differences between Common Units and Common Stock in General . . . . . . . . . . . . . . . . . . . . . . . . 16
Merger of the Partnership and the Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Post-Merger Treatment of the Corporation and its Shareholders . . . . . . . . . . . . . . . . . . . . . . . 18

ADOPTION OF 1998 STOCK PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Shares Subject to the 1998 Stock Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Amendments and Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
1998 Stock Plan Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

VOTING AND PROXY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Voting Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Revocation of Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Vote Required; Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Solicitation of Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Shareholder Proposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Operating Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Compensation of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

SECURITY OWNERSHIP OF CERTAIN SECURITYHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

DESCRIPTION OF CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Serial Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Certain Provisions of the Certificate of Incorporation and By-laws . . . . . . . . . . . . . . . . . . . . . 29
Certain Provisions of Delaware Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Limitations on Liability and Indemnification of Officers and Directors . . . . . . . . . . . . . . . . . . . 30
Transfer Agent and Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

RESALE OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Securities Act Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Registration Rights Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

PRO FORMA CONDENSED FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
</TABLE>

<PAGE> 6
SUMMARY

The following summary is not intended to be complete and is qualified
in all respects by the more detailed information set forth elsewhere in this
Proxy Statement/Prospectus and in the documents incorporated by reference
herein. Limited partners are urged to carefully review the entire Proxy
Statement/Prospectus and the documents incorporated by reference herein. In
this Proxy Statement/Prospectus, the term "Huntway" means the Partnership prior
to the Conversion and/or the Corporation after the Conversion, in each case
including its subsidiary, Sunbelt Refining Company, L.P., a Delaware limited
partnership ("Sunbelt").

This Proxy Statement/Prospectus contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended
("Securities Act"). Such forward-looking statements are based on the beliefs
of the Partnership as well as on assumptions made by and information currently
available to the Partnership at the time such statements were made. When used
in this Proxy Statement/Prospectus, the words "anticipate," "believe,"
"estimate," "expect," "intend" and similar expressions, as they relate to
Huntway and the Conversion are intended to identify forward-looking statements,
which include statements relating to, among other things, the anticipated
benefits to Huntway of the Conversion. Actual results could differ materially
from those projected in the forward-looking statements as a result of the
matters discussed under "Risk Factors and Other Important Considerations" or in
this Proxy Statement/Prospectus generally, as well as other factors.

GENERAL

THE PARTNERSHIP

The Partnership owns two crude oil refineries located in California.
Sunbelt owns a crude oil refinery located in Arizona. The Partnership is
currently operating the two California refineries. The Arizona refinery has
been shut down since August 1993 due to adverse market conditions.

In December of 1996, pursuant to a prepackaged plan of reorganization
approved by the United States Bankruptcy Court for the District of Delaware,
the Partnership completed a debt restructuring with its then-existing senior
and junior lenders (the "1996 Restructuring"). As a result of the 1996
Restructuring, debt and accrued interest declined $71,748,000 to $27,924,000
from $99,672,000 as measured at November 30, 1996. In exchange for this
reduction in debt and accrued interest, 13,786,404 Common Units were issued to
the Partnership's senior and junior lenders raising total Common Units
outstanding to 25,342,654.

On October 31, 1997, the Partnership issued $21,750,000 of 9 1/4%
Senior Subordinated Secured Convertible Notes due 2007 (the "Convertible
Notes"), retired $11,707,000 of 12% senior debt, and redeemed 10,758,696 Common
Units or 42% of the Common Units outstanding (the "1997 Refinancing"). The
1997 Refinancing also reduced the effective interest rate on the Partnership's
$8,600,000 Industrial Development Bond from 12% to approximately 6% and
provided the Partnership with $2,500,000 of additional working capital. The
Partnership also extended through 2005 its letter of credit arrangement with
its existing bank to continue to collateralize its Industrial Development Bond.

The Convertible Notes are convertible into equity at $1.50 per Common
Unit (subject to adjustment) at any time after March 31, 1998. The Partnership
can force conversion after October 15, 2000 assuming certain trading criteria
are met. The 1997 Refinancing reduced total Common Units outstanding to
14,583,958 from 25,342,654. If the Convertible Notes are fully converted,
total Common Units will increase by 14,500,000 and total debt will decline by
$21,750,000.

See "Pro Forma Condensed Financial Statements" for financial
information of the Partnership for the year ended December 31, 1996 and the
nine months ended September 30, 1997 after giving effect to the 1996
Restructuring, the 1997 Refinancing and the Conversion.

The principal executive offices of the Partnership are located at
25129 The Old Road, Suite 322, Newhall, California 91381 and its telephone
number is (805) 286-1582.

- 1 -
<PAGE> 7

THE CORPORATION

The Corporation is a Delaware corporation which has been newly formed
to accomplish the Conversion. The outstanding shares of the Corporation are
presently owned by the Partnership. Its address and telephone number are the
same as those of the Partnership.

THE CONVERSION

OVERVIEW

The Conversion will be accomplished through the Merger. Upon
consummation of the Merger: (i) each Common Unit will be converted into one
share of Common Stock and (ii) the general partnership interests of the General
Partners (to which 1% of each item of the Partnership's taxable income, gain,
loss or deduction is allocated) will be converted into 1% of the Common Stock
to be outstanding immediately after the Merger. As a result of the Conversion,
the Partnership will cease to exist and the Corporation will receive all of the
assets and become subject to all of the liabilities of the Partnership.

Each option to purchase Common Units outstanding under the
Partnership's 1996 Huntway Employee Incentive Option Plan (the "Existing Equity
Plan") or otherwise will be automatically converted into an option to purchase
the same number of shares of Common Stock. In addition, the Partnership's
Convertible Notes, which are currently convertible into Common Units, will
automatically become convertible into the same numbers of shares of Common
Stock.

The General Partners, the Board of Directors of the Corporation and
the Partnership as of the sole stockholder of the Corporation have approved the
Conversion. Consummation of the Conversion is subject only to the approval of
the limited partners sought hereby and the filing of appropriate documents with
the Delaware Secretary of State. The Managing General Partner may decide not to
pursue the Conversion at any time before the Conversion becomes effective,
whether before or after approval by the Partnership's limited partners, for any
reason. Reasons that the Managing General Partner may decide not to pursue the
Conversion include, but are not limited to, the following: (i) failure of the
New York Stock Exchange to approve the listing of the Common Stock, (ii) the
withdrawal of the tax opinion received by the Partnership regarding certain
federal income tax effects of the Conversion and (iii) a change in applicable
law relating to the Conversion or the anticipated treatment, tax or otherwise,
of the Corporation after the Conversion.

Transaction costs of approximately $________________ will be paid by
the Partnership, whether or not the Conversion is completed.

RISK FACTORS AND OTHER IMPORTANT CONSIDERATIONS

In evaluating the Conversion, limited partners should take into
account the following risk factors and other important considerations, which
are discussed at greater length in "Risk Factors and Other Important
Considerations."

Tax Implications. Because of the Conversion, the Partnership and the
limited partners will forego the potential future income tax benefits
associated with operating in partnership form. A corporation pays taxes on its
taxable income and its stockholders generally pay taxes on any dividends
received from the corporation, whereas a partnership pays no income tax and its
partners are subject to tax on their share of partnership taxable net income.

No Dissenters' Rights. Limited partners have no dissenters',
appraisal or similar rights in the Conversion. Therefore, limited partners
will not be entitled to receive cash payments from Huntway for the fair value
of their Common Units if they dissent and the Conversion is approved and
consummated.

- 2 -
<PAGE> 8

liabilities of the Partnership that arise prior to the Conversion. Neither the
General Partners, their affiliates nor the directors of the Corporation will be
responsible for the liabilities and obligations of the Corporation that arise
after the Conversion. See "Comparison of Common Units and Common Stock."

Uncertainty Regarding Market Price of Common Stock. The Common Stock
received by the holders of the Common Units may trade at prices below the
historical trading levels of the Common Units. If, as a result of the
perceived additional liquidity afforded by the Conversion, a large number of
holders of Common Stock were to offer their securities for sale following
consummation of the Conversion, the market price of the Common Stock could
decline.

In addition to the factors noted above, an investment in Huntway
(whether in partnership or corporate form) is subject to risks associated with
operating conditions, competitive factors, economic conditions, industry
conditions and equity market conditions.

REASONS TO CONVERT TO CORPORATE FORM

The Managing General Partner believes that there are four principal
reasons for converting to corporate form at this time.

Expansion of Potential Investor Base. The Managing General Partner
believes that the Conversion may expand Huntway's potential investor base to
include institutional and other investors who do not typically invest in
limited partnership securities because of various tax and administrative
reasons. In addition, the Managing General Partner believes that the Common
Stock (as compared to Common Units) may receive additional investor interest
through increased review and evaluation by research analysts.

Greater Access to Equity Markets. The Managing General Partner
believes that the Corporation may have greater access to the public and private
equity capital markets than the Partnership, potentially enabling it to raise
capital on more favorable terms than are now available to the Partnership.
This greater access may be of particular benefit if Huntway proposes to issue
equity securities to reduce existing debt or to seek additional funds for
capital expenditures or to otherwise expand its business.

Avoidance of Additional Interest Expense. Under the terms of the
Partnership's Convertible Notes issued in the 1997 Refinancing, if the
Partnership is not converted to a corporation on or before March 31,1998, the
interest rate on the Convertible Notes will automatically increase to 12% for
the period of time thereafter until such conversion--the cost of which, on an
annualized basis, would be $598,125 in additional interest.

Avoidance of Unfunded Tax Liability and Reporting. Although the
Partnership has never recognized any taxable income, limited partners are
subject to income tax on their share of any taxable income of the Partnership,
whether or not distributions are made. Under the terms of the Partnership's
loan agreements, the Partnership is not currently, and is not expected to be
for the foreseeable future, permitted to make distributions to its limited
partners, for tax liabilities or otherwise. In addition, the complexities of
tax reporting associated with partnership investments are generally regarded as
burdensome for most limited partners. The ownership of Common Stock rather
than Common Units will greatly simplify tax reporting with respect to an
investment in Huntway on each limited partner's individual federal and state
income tax returns for future years.

The Taxpayer Relief Act of 1997 (the "Taxpayer Relief Act") amended
certain rules applicable to the tax treatment of limited partnerships.
However, these amendments have not changed the general tax treatment of the
Partnership (as discussed above). Accordingly, the adoption of the Taxpayer
Relief Act is not one of the reasons for converting the Partnership to
corporate form.

ALTERNATIVES TO THE CONVERSION

As alternatives to the Conversion, the Managing General Partner
considered (i) continuing the existence of the Partnership in partnership form
and (ii) liquidating the Partnership. The Managing General Partner believes
that these

- 3 -
<PAGE> 9
alternatives would not be more advantageous to limited partners than the
Conversion. See "--Reasons to Convert to Corporate Form."

The Managing General Partner believes that other long-term strategies
available to Huntway, such as diversification, disposition of assets and
acquisition of assets, are not materially adversely affected by the Conversion.

If the Conversion is not approved by the limited partners, or if the
Conversion is not consummated for any other reason, the Partnership presently
intends to continue to operate as an ongoing business in its current form. No
other transaction is currently being considered by the Partnership as an
alternative to the Conversion, although the Partnership may from time to time
explore other alternatives.

COMPARATIVE RIGHTS OF THE COMMON UNITS AND THE COMMON STOCK

If the Conversion is approved, the rights and limitations of holders
of Common Stock will be similar in some respects and will differ in other
respects from those to which they are subject as holders of Common Units.
These rights and limitations are discussed under "Comparison of Common Units
and Common Stock."

SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES

For federal income tax purposes, the Merger should be treated as a
transfer by the Partnership of its assets and liabilities to the Corporation in
exchange for stock of the Corporation, followed by a distribution of such stock
by the Partnership to the General Partners and to the holders of Common Units
("Unitholders") in redemption of the General Partners' general partnership
interests and the Unitholders' Common Units, respectively. Accordingly, the
Merger should generally be tax-free to the Partnership, the General Partners
and the Unitholders, subject to the following two exceptions. First, to the
extent that the liabilities of the Partnership exceed the tax basis of the
Partnership in its assets, such excess would generally be recognized as gain by
the Partnership, which gain in turn would be allocated to the General Partners
and the Unitholders. As in the case of other income of the Partnership, any
such gain allocated to a General Partner or to a Unitholder would increase the
basis of the General Partner's general partnership interest or the basis of
such Unitholder's Common Units. As of December 31, 1997, the liabilities of
the Partnership did not exceed the tax basis of the Partnership in its assets.
Second, each General Partner and Unitholder will be deemed to receive a cash
distribution from the Partnership in an amount equal to the amount of
liabilities allocated to such General Partner or Unitholder prior to the
Merger. Such deemed cash distribution will reduce the tax basis of such
General Partner's general partnership interest and such Unitholder's Common
Units and, to the extent that such deemed cash distribution exceeds such tax
basis, such General Partner or Unitholder will recognize gain. As of December
31, 1997, the aggregate amount of liabilities allocated to the Unitholders was
$37.967 million.

The foregoing is not intended to be a complete discussion of the
federal income tax consequences of the Merger with respect to either the
Partnership or any specific Unitholder. In particular, a given Unitholder's
federal income tax consequences may depend on a variety of facts and
circumstances unique to such Unitholder, including, among others, how such
Unitholder has previously characterized and treated its ownership of Common
Units for federal income tax purposes.

NO DISSENTERS' RIGHTS

Limited partners who object to the Conversion will have no appraisal,
dissenters' or similar rights. Therefore, limited partners will not be
entitled to receive cash payments from Huntway for the fair value of their
Common Units if they dissent and the Conversion is approved and consummated.
See "Voting and Proxy Information--No Dissenters' Rights."

- 4 -
<PAGE> 10

EXCHANGE OF DEPOSITARY RECEIPTS

Promptly after the Effective Time (as defined below), the Corporation
will cause to be mailed to all limited partners of record at the Effective Time
a letter of transmittal containing instructions with respect to the surrender
of Depositary Receipts for Common Units in exchange for certificates
representing shares of Common Stock. Upon surrender of one or more Depositary
Receipts, together with a properly completed letter of transmittal, there will
be issued and mailed to such a limited partner a certificate or certificates
representing the number of shares of Common Stock to which such limited partner
is entitled. From and after the Effective Time, each such Depositary Receipt
will evidence only the right to receive shares of Common Stock. Limited
partners should not send any Depositary Receipts with the enclosed proxy. They
should retain such Depositary Receipts until they receive further instructions
after the Merger is consummated.

THE 1998 STOCK PLAN

The Board of Directors of the Corporation has adopted the 1998 Stock
Plan and reserved 2,000,000 shares of Common Stock for issuance thereunder. The
1998 Stock Plan was adopted by the Board as a post-Conversion replacement for
the Existing Equity Plan. Options issued and outstanding at the time of the
Conversion under the Existing Equity Plan will convert into options to purchase
Common Stock automatically as a result of the Conversion. Approval of the 1998
Stock Plan will require the affirmative vote of a majority of the limited
partners voting at the Special Meeting in person or by proxy.

VOTING AT THE SPECIAL MEETING

<TABLE>
<S> <C>
The Special Meeting . . . . . . . . . . . . . . . . The Special Meeting will be held at 21529 The Old
Road, Suite 322, Newhall, California on _______ ___,
1998 at 10:00 a.m., local time.

Voting . . . . . . . . . . . . . . . . . . . . . . Each Common Unit entitles the holder thereof on the
record date to one vote on each matter to be voted
on at the Special Meeting. Only limited partners of
the Partnership on the record date are entitled to
vote at the Special Meeting. _______ __, 1998 is
the record date for the determination of limited
partners entitled to vote at the Special Meeting.

Common Units Outstanding . . . . . . . . . . . . . On the record date, 14,583,958 Common Units were
outstanding.
</TABLE>

- 5 -
<PAGE> 11

<TABLE>
<S> <C>
Vote Required . . . . . . . . . . . . . . . . . . . The Conversion will require the approval of limited
partners holding at least 66 2/3% of the outstanding
Common Units. Failure to forward a proxy or to vote
in person at the Special Meeting will have the same
effect as if a limited partner had voted against the
Conversion Proposal.

Approval of the 1998 Stock Plan will require the
affirmative vote of a majority of the limited
partners voting at the Special Meeting, in person or
by proxy.

The officers of the Partnership and certain affiliates
of the General Partners, who own approximately 40.9%
of the Common Units, have advised the Partnership that
they will vote in favor of the Conversion Proposal and
the adoption of the 1998 Stock Plan.

</TABLE>

- 6 -
<PAGE> 12
SUMMARY HISTORICAL FINANCIAL INFORMATION
(in thousands, except per unit and per barrel data)

The following historical summary financial data as of and for each of
the years in the five-year period ended December 31,1996 are derived from the
financial statements of Huntway Partners, L.P. The financial statements for
1994, 1995 and 1996 have been audited by Deloitte & Touche, LLP, independent
auditors, and are incorporated herein by reference. The financial statements
for 1992 and 1993 have also been audited but are not incorporated herein by
reference. Interim data are unaudited and, in the opinion of management,
reflect all adjustments (consisting only of normal recurring adjustments)
necessary for a fair presentation. Interim data are not necessarily indicative
of results for the full year. All of the selected information should be read in
conjunction with the financial statements and notes thereto.

<TABLE>
<CAPTION>
Nine Months Ended
Year Ended December 31, September 30,
--------------------------------------------------------- -----------------
1992 1993 1994 1995 1996 1996 1997
--------- --------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING DATA
Revenues . . . . . . . . .$ 105,463 $ 102,678 $ 79,139 $ 83,069 $ 99,021 $74,137 $71,239
Materials, processing,
selling and
administrative costs
and expenses . . . . . 106,577 94,249(d) 74,803 80,462 91,980 68,166 65,702

Interest expense . . . . . 8,632 7,280 4,984 5,177 4,916 3,833 3,407
Plant closure and write
down . . . . . . . . . . . -- 16,013(c) -- 9,49(f) -- -- --

Depreciation and
amortization . . . . . 4,567 3,806(a) 2,356 2,399 2,219 1,666 1,776
Net income (loss) from (c)(d)
operations . . . . . . (14,313) (18,670)(e) (3,004) (14,461) (94) 471 1,097
Extraordinary gain on
refinancing . . . . . -- -- -- -- 58,668 -- --
Related costs of
refinancing . . . . . . . . -- -- -- -- 2,180 -- --
Net income (loss) . . . . . (14,313) (18,670) (3,004) (14,461) 56,394 471 1,097
Net income (loss) per unit
from operations (a) .
Net income (loss) per unit
(a) . . . . . . . . . . . . (1.24) (0.16) (0.26) (1.24) (0.01) 0.04 0.04

Barrels sold . . . . . . . 5,825 5,466 4,584 4,400 4,566 3,451 3,313
Revenues per barrel . . . . 18.11 18.78 17.26 18.88 21.69 21.48 21.50

BALANCE SHEET DATA

Working capital (b) . . . . $(83,428) $2,289 $ 2,725 $(91,437) $5,79(g) $(92360) $6,655

Total assets (b) . . . . . 107,232 90,745 85,795 74,393 75,891 80,452 79,769
Long-term obligations (b) . 742 89,570 91,312 350 28,17(g) 350 27,797

Partners' Capital (c)(d)
/(Deficiency) (b) . . 5,621 (13,049)(e) (16,053) (30,154) 39,04(g) (30,043) 40,317
</TABLE>

(a) 11,673 Limited Partner Equivalent Common Units were outstanding in 1992
through the nine months ended September 30,1996, an average of 12,915
Limited Partner Equivalent Common Units were outstanding in 1996 and an
average of 28,115 Limited Partner Equivalent Common Units were outstanding
during the nine months ended September 30, 1997.
(b) After the cumulative LIFO reserve of $1,220, $36, $1,203, $1,170, $2,192,
$1,760 and $1,101 at December 31, 1992, 1993, 1994, 1995 and 1996 and
September 30, 1996 and 1997, respectively.
(c) Non-recurring charges recorded in June 1993 relating to the Sunbelt
refinery which was shut down in August 1993.
(d) Includes $2,078 of non-recurring charges relating to professional fees
incurred relating to the restructuring of indebtedness completed in 1993.
(e) Includes $778 of non-recurring charges relating to amortization of loan
acquisition costs.
(f) Write down of Sunbelt refinery assets to reflect expected operations as a
crude or product terminal in the future rather than as a petroleum refinery.
(g) Reflects impact of 1996 Restructuring decreasing debt and accrued interest
by $71,748 as measured at November 30, 1996.

- 7 -
<PAGE> 13
RISK FACTORS AND OTHER IMPORTANT CONSIDERATIONS

Before completing the enclosed form of proxy, each limited partner
should carefully read this entire Proxy Statement/Prospectus, including the
exhibits hereto, and the Partnership's Form 10-K for the year ended December
31, 1996 and other documents incorporated herein by reference, and should give
particular attention to the following considerations.

No Dissenters' Rights. If the limited partners approve the
Conversion, all holders of Common Units will be bound by such approval even
though they, individually, may have voted against the Conversion. Under
applicable state law and the terms of the Partnership's partnership agreement
(the "Partnership Agreement"), limited partners will have no dissenters',
appraisal or similar rights in connection with the Conversion, nor will such
rights be voluntarily accorded to limited partners by the Partnership or the
Corporation. Therefore, limited partners will not be entitled to receive cash
payments from Huntway for the fair value of their Common Units if they dissent
and the Conversion is approved and consummated. See "Voting and Proxy
Information--No Dissenters' Rights."

Potential Reduction of Fiduciary Duties and Reduction of Other
Obligations. The fiduciary duties owed by the directors of the Corporation
under Delaware law after the Conversion may be less than those owed by the
General Partners of the Partnership under Delaware law before the Conversion.
The General Partners and their affiliates (including certain officers of the
Partnership) are potentially responsible, directly or indirectly, for
obligations and liabilities of the Partnership that arise prior to the
Conversion. Neither the General Partners, their affiliates nor the directors
of the Corporation will be responsible for the liabilities and obligations of
the Corporation that arise after the Conversion. See "Comparison of Common
Units and Common Stock."

Uncertainty Regarding Market Price for Common Stock. The Common Stock
received by the holders of the Common Units may trade at prices below the
historical trading levels of the Common Units. If, as a result of the
perceived additional liquidity afforded by the Conversion, a large number of
holders of Common Stock were to offer their securities for sale following
consummation of the Conversion, the market price of the Common Stock could
decline.

Other Important Considerations. In addition to the factors noted
above, an investment in Huntway (whether in partnership or corporate form) is
subject to risks associated with operating conditions, competitive factors,
economic conditions, industry conditions and equity market conditions.

- 8 -
<PAGE> 14
THE CONVERSION

REASONS TO CONVERT TO CORPORATE FORM

The Managing General Partner believes that there are four principal
reasons for converting to corporate form at this time.

The Taxpayer Relief Act amended certain rules applicable to the tax
treatment of limited partnerships. However, these amendments have not changed
the general tax treatment of the Partnership (as discussed above).
Accordingly, the adoption of the Taxpayer Relief Act is not one of the reasons
for converting the Partnership to corporate form.

ALTERNATIVES TO THE CONVERSION

Continuing the existence of the Partnership in partnership form would
result in additional interest expense and in potential unfunded tax liabilities
to limited partners. See "--Reasons to Convert to Corporate Form."

Liquidating the Partnership at this time would only be beneficial to
the limited partners if the currently realizable value of the Partnership's net
assets would exceed the value of Huntway as a continuing business. The
Managing General Partner does not believe this to be the case, considering the
Partnership's outstanding debt and the costs and expenses of liquidating and
winding up the Partnership, including taxes on the sale of the assets.

- 9 -
<PAGE> 15
transaction is currently being considered by the Partnership as an alternative
to the Conversion, although the Partnership may from time to time explore other
alternatives.

TERMS OF THE CONVERSION; MERGER AGREEMENT

The Conversion is proposed to be effected pursuant to an Agreement and
Plan of Merger, in the form attached as Exhibit A, between the Corporation and
the Partnership (the "Merger Agreement"). If the Merger Agreement is approved
by the holders of Common Units, the Conversion will be effected as follows:

Structure of the Conversion. The Conversion will be accomplished
through the merger of the Partnership with and into the Corporation. Upon
consummation of the Merger: (i) each Common Unit will be converted into one
share of Common Stock and (ii) the general partnership interests of the General
Partners (to which 1% of each item of the Partnership's taxable income, gain,
loss or deduction is allocated) will be converted into 1% of the Common Stock
to be outstanding immediately after the Merger (147,313 shares). Each option
to purchase Common Units outstanding under the Existing Equity Plan or
otherwise will be automatically converted into an option to purchase the same
number of shares of Common Stock. In addition, the Partnership's Convertible
Notes, which are currently convertible into Common Units, will automatically
become convertible into the same numbers of shares of Common Stock.

Effect of the Conversion. As a result of the Conversion, the
Partnership will cease to exist and the Corporation will receive all of the
assets and become subject to all of the liabilities of the Partnership.

Effective Time. If approved at the Special Meeting, the Conversion
is expected to become effective on ______ ___ , 1998 (the "Effective Time").

Condition to the Conversion. Consummation of the Conversion is
subject only to the approval of the limited partners sought hereby and the
filing of appropriate documents with the Delaware Secretary of State.

Termination. The General Partners, the Board of Directors of the
Corporation and the Partnership as the sole stockholder of the Corporation have
approved the Conversion. The Managing General Partner may decide not to pursue
the Conversion at any time before the Conversion becomes effective, whether
before or after approval by the Partnership's limited partners, for any reason.
Reasons that the Managing General Partner may decide not to pursue the
Conversion include, but are not limited to, the following: (i) failure of the
New York Stock Exchange to approve the listing of the Common Stock, (ii) the
withdrawal of the tax opinion received by the Partnership regarding certain
federal income tax effects of the Conversion and (iii) a change in applicable
law relating to the Conversion or the anticipated treatment, tax or otherwise,
of the Corporation after the Conversion.

Indemnification. Pursuant to the terms of the Merger Agreement, the
Corporation will indemnify the General Partners and their affiliates for
liabilities and obligations of the Partnership that arose prior to the
Effective Time to the same extent as the Partnership currently indemnifies them
in respect of such liabilities and obligations.

ACCOUNTING TREATMENT

For financial accounting purposes, the Conversion will be treated as a
recapitalization. Therefore, the assets and liabilities of the Partnership
will be recorded by the Corporation at their historical cost basis, except that
the Corporation will also record incremental deferred tax assets in accordance
with Statement of Financial Accounting Standards No. 109 ("SFAS 109"), relating
to temporary differences for certain assets and liabilities of the Partnership
at the date of conversion to corporate form. The existing values of the tax
basis in assets and liabilities of the Partnership at the date of conversion
will carry over to the Corporation, which will also record a provision for U.S.
federal and state income taxes on its taxable earnings.

FEES AND EXPENSES

All legal and other costs and expenses incurred by the Corporation or
the Partnership in connection with the Conversion will be paid by the
Partnership, whether or not the Conversion is consummated. The following is a
statement of certain estimated fees and expenses incurred by the Corporation
and the Partnership in connection with the Conversion:

- 10 -
<PAGE> 16
SEC Registration Fee . . . . . . . . . . . . . . . $
New York Stock Exchange Listing Fee . . . . . . . .
Legal Fees and Expenses . . . . . . . . . . . . . .

Accounting Fees and Expenses . . . . . . . . . . .
Printing and Engraving Expenses . . . . . . . . . .
Miscellaneous . . . . . . . . . . . . . . . . . . . --------------
Total . . . . . . . . . . . . . . . . . . . . $

NO DISSENTERS' RIGHTS

Limited partners who object to the Conversion will have no appraisal,
dissenters' or similar rights (i.e., the right, instead of receiving Common
Stock, to seek a judicial determination of the "fair value" of their Common
Units and to compel Huntway to purchase their Common Units for cash in that
amount) under state law or the Partnership Agreement, nor will such rights be
voluntarily accorded to limited partners by Huntway. Thus, approval of the
Conversion by the requisite vote of limited partners will bind all limited
partners, and objecting limited partners will have no alternative to receipt of
Common Stock other than selling their Common Units in the open market.

EXCHANGE OF DEPOSITARY RECEIPTS

Limited partners should not send any Depositary Receipts with the
enclosed proxy. They should retain such Depositary Receipts until they receive
further instructions after the Conversion is consummated.

Promptly after the Effective Time, the Corporation will cause to be
mailed to all former limited partners of record a letter of transmittal
containing instructions with respect to the surrender of Depositary Receipts
for Common Units in exchange for certificates representing shares of Common
Stock. Upon surrender of one or more Depositary Receipts, together with a
properly completed letter of transmittal, there will be issued and mailed to a
former limited partner of record at the Effective Time a certificate or
certificates representing the number of shares of Common Stock to which such
former limited partner is entitled. From and after the Effective Time, each
Depositary Receipt will evidence only the right to receive shares of Common
Stock.

If any certificate representing Common Stock is to be issued in a name
other than that in which the Depositary Receipt surrendered in exchange
therefor is registered on the books of the Partnership as of the Effective
Time, it will be a condition of such issuance that (i) the Depositary Receipt
so surrendered be properly endorsed and otherwise in proper form for transfer
and (ii) the person requesting such exchange pay to the Corporation any
transfer or other taxes required by reason of the issuance of a certificate
representing Common Stock in any name other than that of the registered owner
of the Depositary Receipt surrendered, or the person requesting such exchange
establish to the satisfaction of the Corporation that such tax has been paid or
is not applicable.

After the Effective Time, there will be no further registration of
transfers of Depositary Units that were issued and outstanding immediately
before such time. If, after the Effective Time, Depositary Receipts
representing Common Units are presented for transfer, they will be canceled and
exchanged for one or more certificates representing shares of Common Stock.

- 11 -
<PAGE> 17
COMPARISON OF COMMON UNITS AND COMMON STOCK

The following summary describes a number of differences between
ownership of Common Units and ownership of shares of Common Stock and the
effects relating thereto.

<TABLE>
<CAPTION>
Common Units Common Stock
- ---------------------------------------------------- -----------------------------------------------------
Issuer
<S> <C>
The Partnership The Corporation

Taxation

Under current law, the Partnership is not an income The Corporation will pay income tax with respect to
tax paying entity. Rather, each holder of Common its taxable income after allowable deductions and
Units includes the holder's share of the taxable credits. Stockholders will have taxable income from
income and gain and, subject to certain limitations, the Corporation's operations only to the extent that
the losses, deductions and credits of the taxable dividends and other distributions are
Partnership in computing taxable income, without declared and paid on the Common Stock. See "Certain
regard to the cash distributed to the limited Federal Income Tax Consequences."
partner. Generally, cash distributions to holders
of Common Units are not taxable, unless
distributions exceed the limited partner's basis in
the Common Units. See "Certain Federal Income Tax
Consequences."

A tax-exempt limited partner's share of the No portion of the earnings of, or any dividends
Partnership's taxable income constitutes unrelated received from, the Corporation will constitute
business taxable income to it. See "Federal Income unrelated business taxable income to tax-exempt
Tax Considerations." stockholders, except to the extent their investment
in stock of the Corporation is considered debt-
financed. See "Federal Income Tax Considerations."

Distributions and Dividends
Under the terms of the Partnership Agreement, the Subject to the limitations of Delaware corporate law
Partnership is obligated to distribute all Available and any contractual restrictions, the Board of
Cash (as defined therein) to limited partners on a Directors of the Corporation has the discretion to
quarterly basis to the extent permitted under any determine whether or not and when to declare and pay
contractual restrictions. The Managing General dividends and the amount of any dividend. Holders
Partner has the authority to make additional of Common Stock will have no contractual right to
distributions, subject to such restrictions. Under receive dividends. Under the terms of Huntway's
the terms of the Partnership's loan agreements, the loan agreements, the Corporation is not expected to
Partnership is not currently, and is not expected to be in the foreseeable future permitted to pay
be in the foreseeable future, permitted to make dividends to its stockholders. In any event, the
distributions to its limited partners. Board of Directors anticipates that any income of
the Corporation in the foreseeable future will be
retained for the development and expansion of its
business.

Management

The business and affairs of the Partnership are The business and affairs of the Corporation are
managed by the Managing General Partner with the managed by or under the direction of the Board of
advice and consultation of the Operating Committee Directors of the Corporation. The Board of
(as defined below). Limited partners have no say in Directors is divided into three classes, as nearly
the composition of the Operating Committee. equal in number as possible, serving staggered
terms. Approximately one-third of the Board of
Directors is elected each year. The current
membership of the Board of Directors of the
Corporation is described under "Management."

</TABLE>

- 12 -
<PAGE> 18
<TABLE>
<CAPTION>
Common Units Common Stock
- ---------------------------------------------------- -----------------------------------------------------
<S> <C>
The removal of the General Partners requires the The holders of Common Stock have the ability to
affirmative vote of at least 66 2/3% of the limited elect members of the Board of Directors with a
partners. plurality of the votes cast for such election, but
may only remove directors for cause.
Voting Rights

Limited partners do not vote annually to elect the Shareholders will elect members of the Corporation's
Managing General Partner or at all to elect members Board of Directors at annual meetings, beginning at
of the Operating Committee; therefore, the the Corporation's annual meeting to be held in 1999.
Partnership does not conduct annual meetings of The Corporation will distribute proxy materials in
limited partners or distribute proxy materials in connection therewith in accordance with the
connection therewith. requirements of the Exchange Act.

Under Delaware law and the Partnership Agreement, Stockholders of the Corporation have the right to
limited partners have voting rights with respect to vote on all matters on which stockholders must be
(i) the removal and replacement of the Managing permitted to vote under Delaware corporate law,
General Partner, (ii) the merger of the Partnership, including, as a general matter, election of
(iii) the sale of all or substantially all of the directors, mergers, the sale of all or substantially
assets owned, directly or indirectly, by the all of the assets of the Corporation and amendments
Partnership, (iv) the dissolution of the Partnership to the Corporation's certificate of incorporation.
and (v) material amendments to the Partnership
Agreement.

Each Common Unit entitles each holder thereof who is Each share of Common Stock entitles its holder to
admitted as a limited partner to the Partnership to cast one vote on each matter presented to
cast one vote on all matters presented to limited stockholders.
partners.
Approval of any matter required to be submitted to Approval of any matter required to be submitted to
limited partners generally requires the affirmative stockholders generally requires the affirmative vote
vote of limited partners holding more than 50% of of holders of more than 50% of the Common Stock
the Common Units then outstanding. outstanding and entitled to vote.

Holders of 10% of the Common Units held by limited Amendment of the certificate of incorporation or
partners may propose amendments to the Partnership bylaws requires approval of a majority of the
Agreement. The approval of amendments to the members of the Board of Directors and, generally,
Partnership Agreement requires the approval of the approval by the stockholders. The amendment of
Managing General Partner and at least 66 2/3% of the certain provisions of the Corporation's
limited partners. Approval of at least 90% of a organizational documents requires the vote of
class of limited partners is required if such holders of at least 66 2/3% of the Common Stock.
amendment materially and adversely affects the
interests of such class.

Any action that may be taken at a meeting of limited Stockholders may not act by written consent in lieu
partners may be taken by written consent in lieu of of a meeting.
a meeting executed by limited partners sufficient to
authorize such action at a meeting of limited
partners.

Special Meetings
Special meetings of Limited Partners may be called The Corporation's Certificate of Incorporation and
by the Managing General Partner or by Limited By-laws provide that, except as otherwise required
Partners holding at least 10% of the outstanding by law, special meetings of the stockholders can
Common Units. only be called pursuant to a resolution adopted by a
majority of the Board of Directors or by the Chief
Executive Officer of the Corporation. Stockholders
will not be permitted to call a special meeting or
to require the Board to call a special meeting.
</TABLE>

- 13 -
<PAGE> 19
<TABLE>
<CAPTION>
Common Units Common Stock
- ---------------------------------------------------- -----------------------------------------------------
Conversion Rights
<S> <C>
The Common Units are not convertible into any other The Common Stock is not convertible into any other
securities. securities.
Redemption

Common Units are subject to redemption at the option The Common Stock is not subject to mandatory or
of the Managing General Partner under certain optional redemption.
circumstances at their then current fair value plus
accumulated distributions in arrears.

Liquidation Rights

In the event of a liquidation of the Partnership, In the event of a liquidation of the Corporation,
limited partners would be entitled to share ratably the holders of Common Stock would be entitled to
in any assets remaining after satisfaction of share ratably in any assets remaining after
obligations to creditors and the return of any satisfaction of obligations to creditors and any
amounts in partners' capital accounts. liquidation preferences on any series of preferred
stock of the Corporation that may then be
outstanding.

Right to Compel Dissolution

Limited partners may only compel dissolution of the Holders of Common Stock may compel dissolution of
Partnership with the affirmative vote of the holders the Corporation, absent prior action by the Board of
of at least 50% of the outstanding Common Units and Directors, only if all holders consent in writing.
the approval of the Managing General Partner. A plan of dissolution adopted by the Board of
Directors must be approved by a majority of the
Common Stock outstanding and entitled to vote.

Limited Liability

In general, holders of Common Units do not have Shares of Common Stock issued in the Conversion will
personal liability for obligations of the be fully paid and nonassessable. In general,
Partnership. stockholders do not have personal liability for
obligations of the Corporation.

Liquidity and Marketability

Depositary Receipts for the Common Units are The Common Stock issued in the Merger will generally
generally freely transferable and are currently be freely transferable and application will be made
listed and traded on the New York Stock Exchange. for listing the Common Stock on the New York Stock
After the Effective Time, the Depositary Receipts Exchange. See "Resale of Securities."
will ceased to be traded.

Continuity of Existence

The Partnership Agreement provides for the The Corporation's Certificate of Incorporation
Partnership to continue in existence until provides for perpetual existence, subject to
December 3, 2083, unless earlier terminated in Delaware law.
accordance with the Partnership Agreement.
Financial Reporting

The Partnership is subject to the reporting The Corporation will be subject to the reporting
requirements of the Exchange Act and files annual requirements of the Exchange Act and will file
and quarterly reports thereunder. The Partnership annual and quarterly reports thereunder. The
also provides annual and quarterly reports to its Corporation also will provide annual and quarterly
limited partners. reports to its stockholders.

</TABLE>

-14-

<PAGE> 20
<TABLE>
<CAPTION>
Common Units Common Stock
- ---------------------------------------------------- -----------------------------------------------------
<S> <C>
Certain Legal Rights

Delaware law allows a limited partner to institute Delaware law affords stockholders of a corporation
legal action on behalf of the Partnership (a similar rights to bring stockholder derivative
partnership derivative action) to recover damages actions when the board of directors has failed to
from a third party or a general partner where the institute an action against third parties or
general partner has failed to institute the action. directors of the corporation, and class actions to
In addition, a limited partner may have rights to recover damages from directors for violations of
institute legal action on behalf of the limited their fiduciary duties. Stockholders may also have
partner or all other similarly situated limited rights to bring actions in federal courts to enforce
partners (a class action) to recover damages from a federal rights. These rights are comparable to the
general partner for violations of fiduciary duties rights of the limited partners in the Partnership.
to the limited partners. Limited partners may also
have rights to bring actions in federal courts to
enforce federal rights.
Right to List of Holders; Inspection of Books and Records

Upon reasonable demand, at the limited partner's own Upon written request, at reasonable times and for a
expense and for a purpose reasonably related to his proper purpose related to a stockholder's interest
interest in the Partnership, a limited partner may as a stockholder, any stockholder of record has the
have access, at reasonable times, to certain right to examine and copy the Corporation's stock
information regarding the status of the business and ledger, a list of its stockholders and its other
financial condition of the Partnership, tax returns, books and records. In certain circumstances,
governing instruments of the Partnership and a stockholders may not have the same right to
current list of the partners of the Partnership, information regarding the Corporation that they
provided that the General Partners may keep currently have under the Partnership Agreement with
confidential any trade secrets or any other respect to information regarding the Partnership.
information the disclosure of which could damage the
Partnership or violate any agreement or applicable
law.

Subordination
Subordinated to claims of creditors of the Subordinated to claims of creditors of the
Partnership. Corporation.

</TABLE>

POTENTIAL REDUCTION OF FIDUCIARY DUTIES AND REDUCTION OF OTHER OBLIGATIONS

Until the Conversion, the business and affairs of the Partnership will
continue to be managed by the General Partners in accordance with the Delaware
Revised Uniform Limited Partnership Act (the "DRULPA") and the Partnership
Agreement. The Partnership Agreement limits the liability of the General
Partners to the fullest extent permitted by the DRULPA. Following the
Conversion, the business and affairs of the Corporation will be managed by the
directors of the Corporation in accordance with the Delaware General
Corporation Law ("DGCL"). The Corporation's Certificate of Incorporation
limits the liability of directors to the fullest extent permitted by the DGCL.
While at least one Delaware court has stated that the fiduciary duties of a
general partner to limited partners are comparable to those of a director to
stockholders, other Delaware courts have indicated that the fiduciary duties of
a general partner are greater than those of a director to stockholders.
Therefore, although it is unclear whether or to what extent there are any
differences in such fiduciary duties, it is possible that the fiduciary duties
of directors of the Corporation to its stockholders could be less than those of
the General Partners to the limited partners.

The General Partners and their affiliates (including certain officers of
the Partnership) are potentially responsible, directly or indirectly, for
obligations and liabilities of the Partnership that arise prior to the
Conversion. The Partnership Agreement requires the Partnership to indemnify
the General Partners and their affiliates for such obligations and liabilities,
subject to certain limitations. Pursuant to the Merger Agreement, the
Corporation will similarly indemnify such persons with respect to such
liabilities and obligations. Neither the General Partners, their affiliates
nor the directors of the Corporation will be responsible for liabilities and
obligations of the Corporation that arise after the Conversion.

- 15 -
<PAGE> 21
FEDERAL INCOME TAX CONSIDERATIONS

INTRODUCTION

The following provides Unitholders with a summary of all material
federal income tax consequences of general application to the Partnership and
Unitholders associated with the Merger and to the Corporation and holders of
Common Stock ("Shareholders") after the Merger. This summary does not comment
on all tax matters that may affect the Partnership, Unitholders, the
Corporation or Shareholders, including any state, local, foreign or other
matters, and does not consider various facts or limitations applicable to any
particular Unitholder or Shareholder, or special tax rules that may apply to
certain Unitholders and Shareholders and may modify or alter the results
described herein.

Except as otherwise indicated, the following description of tax
consequences is based on the Internal Revenue Code and applicable regulations
thereunder, each as amended and in effect on the date hereof, and on reported
judicial decisions and published positions of the Internal Revenue Service
("IRS"). No rulings have been requested from the IRS concerning any of the
matters described in this Proxy Statement/Prospectus. In some cases, there is
a risk that the IRS will disagree with the description contained herein. In
addition, the laws, regulations, administrative rulings and judicial decisions
that form the basis for this description of the tax consequences of the Merger
are very complex and are subject to change at any time, including possibly with
retroactive effect.

Unitholders and Shareholders should be aware that there is no direct
authority of general applicability governing certain aspects of the federal
income tax treatment of a transaction such as the Merger that is structured as
a merger of a partnership with and into a corporation, because this structure
is an approach made available by recent developments in business organization
law. Therefore, the description contained herein is based on authorities
addressing the consequences of analogous transactions that used similar
structures. Accordingly, although there appears to be no controlling authority
contrary to the description contained herein, it is possible that the IRS would
take a position with respect to one or more aspects of the tax consequences of
the Merger that is different than that described below.

DIFFERENCES BETWEEN COMMON UNITS AND COMMON STOCK IN GENERAL

A partnership is a pass-through entity for federal income tax
purposes. This means that a partnership is not liable for federal income tax
on its taxable income. Rather, a partnership passes its taxable income (or
loss) through to its owners (i.e., its limited and general partners) in
proportion to their relative ownership interests. This is known as allocating
a partnership's income and loss. Many items of income, gain, loss, and
deduction are allocated separately to each partner in proportion to such
partner's interest. The character of each item allocated separately to a
partner is determined as if such item were realized or incurred directly from
the source from which realized or incurred by the partnership. When income (or
loss) is allocated to a partner, such partner is taxed on that income (or,
subject to certain limitations, may deduct that loss). This tax is imposed on
the partner regardless of whether the partnership actually distributes any cash
or property to the partner. Thus, generally it is the allocation, not the
distribution, of income (or loss) to a partner that results in tax (or a
deduction) for that partner.

A partner has a basis in the partnership interest that partner holds
which is generally equal to either the cost of the partnership interest if
purchased, or if not purchased, the amount of any cash or basis of any other
property that partner transferred to the partnership, increased (or decreased)
by that partner's share of the partnership's income (or loss) and decreased by
the amount of any cash (or the basis of any property) distributed to that
partner. Upon sale of the partnership interest, the partner realizes gain (or
loss) equal to the excess (or deficit) of the amount received for the
partnership interest less the partner's basis in the partnership interest. The
partner's gain (or loss) upon sale is generally capital gain, but may be
characterized as ordinary income to the extent of the partner's share of
certain assets held by the partnership.

Because a partnership does not pay tax on income it earns (but rather
its partners are subject to tax on such income), partners of a partnership are
subject to only one level of federal income tax on income earned in the
business of such partnership.

As owners of the Partnership through their Common Units, Unitholders
receive the federal income tax treatment just described. The amount of Common
Units owned by a Unitholder will determine the amount of income or loss
allocated to such Unitholder by the Partnership.

- 16 -
<PAGE> 22
The Taxpayer Relief Act amended certain rules applicable to the tax
treatment of limited partnerships. However, these amendments have not changed
the general tax treatment of the Partnership (as discussed above).
Accordingly, the adoption of the Taxpayer Relief Act is not one of the reasons
for converting the Partnership to corporate form.

A corporation is a taxable entity and pays federal income tax at a
maximum rate of 35% on its taxable income. A shareholder of a corporation
generally is not taxed on any income earned by a corporation until the
corporation distributes either cash or property (other than its stock) to the
shareholder or the shareholder sells or exchanges stock at a gain. When cash
or property is distributed, each portion of the distribution will be
characterized in one of the following three ways: (i) as a dividend, (ii) as a
capital gain, or (iii) as a return of capital. The portion of a distribution
treated as a dividend is taxed at ordinary federal income tax rates, which for
individuals range up to 39.6%. The portion treated as capital gain is
generally currently taxed at a maximum rate of 20% in the case of stock held
for more than 18 months and a maximum rate of 28% in the case of stock held for
more than 12 months but not more than 18 months. Capital gains recognized with
respect to stock held for not more than 12 months are taxed at ordinary income
rates (i.e., a graduated rate up to a maximum of 39.6%). The portion treated
as return of capital is not taxed.

The amount of any distribution treated in any of the three alternative
ways may differ for each shareholder, and may depend upon the value of the cash
and property received, the percentage interest in the corporation owned by the
shareholder receiving the distribution, and each shareholder's basis in such
shareholder's shares. A shareholder's basis is generally equal to the cost of
the stock (if purchased), or the amount of any cash and basis of other property
contributed to the corporation (if not purchased), decreased by the amount of
any distributions treated as a return of capital under the rules discussed
above.

Because corporations are taxed on their own taxable income, and
because shareholders may be taxed again on that same income if it is
distributed to them in the form of cash or property or realized through the
sale or exchange of shares of stock at a gain, there are two levels of
potential tax upon income earned by a corporation. Upon a sale of stock, a
shareholder's gain (or loss) will be equal to the excess (or deficit) of the
amount received for the stock less the shareholder's basis in that stock. The
character of such gain (or loss) generally will be capital in nature.

As holders of interests in a corporation, the owners of Common Stock
will be subject to the tax treatment just described.

Special rules apply to entities that are ordinarily exempt from
federal income tax. In general, a tax-exempt limited partner's share of a
partnership's taxable income constitutes "unrelated business taxable income"
("UBTI") and therefore a tax-exempt limited partner must pay federal income tax
on its share of the partnership's taxable income at the income tax rates that
apply to taxable entities. However, a tax-exempt entity that owns shares of
stock of a corporation is not subject to tax on any of the corporation's
taxable income (because such income does not flow through to the shareholders
of the corporation). In addition, any dividends received from, and any gain
attributable to the sale of shares of stock of, the corporation by a tax-exempt
entity will not constitute UBTI (and therefore will not be taxable to the
tax-exempt entity) except to the extent such tax-exempt entity's investment in
the stock is considered debt-financed.

MERGER OF THE PARTNERSHIP AND THE CORPORATION

For federal income tax purposes, the Merger should be treated as
follows. The Partnership should be deemed to have transferred all its assets
and liabilities to the Corporation and to have received shares of the
Corporation in exchange, and then to have distributed those shares to the
General Partners and the Unitholders in complete liquidation. If the tax basis
of the Partnership in the assets transferred to the Corporation exceeds the
amount of liabilities assumed by the Corporation in the transfer, no gain or
loss should be recognized by the Partnership as a result of the Merger. If the
liabilities assumed exceed the tax basis of the assets transferred, the
Partnership would recognize gain in the amount of such excess, which gain would
be allocated to the General Partners and the Unitholders. If no gain or loss
is recognized by the Partnership as a result of the Merger, the assets of the
Partnership will retain the same tax basis in the hands of the Corporation as
they had prior to the Merger. If gain is recognized by the Partnership, the
amount of such gain would be added to the basis of the assets in the hands of
the Corporation. As of December 31, 1997, the tax basis of the Partnership in
its assets exceeded the amount of the Partnership's liabilities. The
Corporation will not recognize any gain or loss as a result of the Merger.

- 17 -
<PAGE> 23
The foregoing conclusions are based on the assumption that the General
Partners and the Unitholders will own, in the aggregate, at least 80% of the
shares of Common Stock outstanding immediately after the Merger, excluding from
the numerator any shares received in the Merger that are sold after the Merger
pursuant to a plan or arrangement established before the Merger (the "Control
Assumption"). The Control Assumption should be correct unless, contrary to the
best knowledge of the Partnership, Unitholders holding a significant percentage
of the Common Units agree prior to the Merger to sell the shares they receive
in the Merger. If the Control Assumption is not correct, the Merger will be
treated as if the Partnership (a) sold all of its assets to the Corporation for
an amount equal to the value of the shares of Common Stock received in the
Merger, plus the liabilities of the Partnership assumed in the Merger, and (b)
distributed the shares of Common Stock received in the Merger to the General
Partners and the Unitholders. Accordingly, the Partnership would recognize
gain (or loss) on the Merger in an amount equal to the amount by which the
value of the shares of Common Stock received plus the amount of the
Partnership's liabilities assumed exceeds (or is less than) its basis in the
assets transferred and all such gain or loss would be allocated to the General
Partners and the Unitholders.

If the Control Assumption is not correct, the Corporation would still
not recognize gain or loss on the Merger, but the Corporation's tax basis in
the assets acquired from the Partnership would equal the value of the shares of
Common Stock issued in the Merger plus the amount of the Partnership's
liabilities assumed in the Merger, and the Corporation's holding period in the
assets would begin the day after the Merger takes effect.

Provided that the Partnership recognizes no gain or loss on the Merger
(which gain or loss would be allocated to the General Partners and the
Unitholders as discussed above), a General Partner or Unitholder will recognize
no gain or loss except as follows: a General Partner or Unitholder may
recognize gain as a result of the Merger to the extent that the liabilities of
the Partnership allocated to such General Partner or Unitholder for federal
income tax purposes prior to the Merger and assumed by the Corporation exceed
such General Partner's or Unitholder's tax basis in his, her or its general
partnership interest or Common Units, since for federal income tax purposes
such General Partner's or Unitholder's relief from such share of the
Partnership's liabilities will be treated as if such General Partner or
Unitholder received a cash distribution from the Partnership in the amount of
the liabilities assumed by the Corporation. As of December 31, 1997, the
aggregate amount of liabilities of the Partnership allocated to the Unitholders
was $37.967 million.

The aggregate basis of any shares of Common Stock received in the
Merger by a Unitholder in exchange for Common Units will equal the aggregate
basis in such Common Units immediately before the Merger, increased by such
Unitholder's share of the gain (if any) recognized by the Partnership as a
result of the Merger. Such basis will be prorated among all shares of Common
Stock received for such Common Units.

Unitholders will have a split holding period in each share of Common
Stock received. A share of Common Stock received in exchange for a Common Unit
will have a holding period that begins on the day following the Merger to the
extent that the value of such share on such date is attributable to certain of
the Partnership's assets (essentially its assets that would generate ordinary
income or loss when sold), and to the extent of the balance, will have a
holding period that includes the period the Common Unit was held by the
Unitholder.

POST-MERGER TREATMENT OF THE CORPORATION AND ITS SHAREHOLDERS

A Unitholder who subsequently sells shares of Common Stock received in
the Merger will recognize gain or loss measured by the difference between the
amount realized on such sale and the Unitholder's tax basis in the shares of
Common Stock sold. Each Unitholder who receives shares in the Merger will be
required to file with the Unitholder's federal income tax return for the year
in which the Merger is completed a statement that provides details relating to
the Unitholder's Common Units (which will be considered to be property
transferred), the shares of Common Stock, and the Unitholder's share of any
liabilities assumed by the Corporation in the Merger. The Corporation will
provide shareholders with information to assist them in preparing such
statement.

After the Merger, the income and deductions attributable to the assets
and liabilities of the Corporation will not be allocated to the Corporation's
shareholders. A shareholder will be taxed only on cash dividends and other
distributions of property received from the Corporation, if any. Such
distributions generally will be taxable as dividends to the extent of any
current or accumulated earnings and profits of the Corporation. Any other
distributions will be treated as a nontaxable return of capital to the extent
of the shareholder's basis in his, her or its shares of Common Stock and as
capital gain to the extent of the balance.

- 18 -
<PAGE> 24
THE FOREGOING DISCUSSION ADDRESSES ONLY THE FEDERAL INCOME TAX CONSEQUENCES OF
THE MERGER APPLICABLE TO UNITHOLDERS AND SHAREHOLDERS GENERALLY. EACH
UNITHOLDER AND SHAREHOLDER SHOULD CONSULT HIS, HER OR ITS OWN TAX ADVISOR
CONCERNING THE FEDERAL, STATE, LOCAL AND OTHER TAX CONSEQUENCES OF THE MERGER.

- 19 -
<PAGE> 25
ADOPTION OF 1998 STOCK PLAN

The following is a summary of the 1998 Stock Plan and is qualified in
its entirety by reference to the full 1998 Stock Plan, a copy of which is
attached hereto as Exhibit B.

GENERAL

The purpose of the 1998 Stock Plan is (i) to compensate certain
directors of the Corporation and certain officers and employees of the
Corporation and its subsidiaries for services rendered by such persons after
the date of adoption of the 1998 Stock Plan to the Corporation or any
subsidiary; (ii) to provide certain directors of the Corporation and certain
officers and employees of the Corporation or its subsidiaries with significant
additional incentive to promote the financial success of the Corporation; and
(iii) to provide an incentive which may be used to induce able persons to
become or remain directors of the Corporation or enter into or remain in the
employment of the Corporation or any of its subsidiaries. Awards granted
pursuant to the 1998 Stock Plan ("Awards") will be in the form of options to
purchase shares of Common Stock.

SHARES SUBJECT TO THE 1998 STOCK PLAN

An aggregate of 2,000,000 shares of Common Stock ("Shares") are
subject to the 1998 Stock Plan. Awards are limited so that the sum of the
following shall not as of any given time exceed 2,000,000 Shares: (i) all
Shares subject to Awards outstanding under the 1998 Stock Plan at the given
time and (ii) all Shares which shall have been issued by the Corporation by
reason of the exercise at or prior to the given time of any of the Awards. In
the event any Award shall expire or be terminated before it is fully exercised,
then all Shares formerly subject to such Award as to which such Award was not
exercised shall be available for any Award subsequently granted in accordance
with the provisions of the 1998 Stock Plan. No fractional Shares will be
eligible to be issued under this Plan.

ADMINISTRATION

The 1998 Stock Plan is administered by the Compensation Committee of
the Board of Directors of the Corporation (the "Board"), which Committee (the
"Committee") is composed of members who are "Non-Employee Directors" within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934 (the "1934
Act") and "Outside Directors" within the meaning of Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code"). However, option grants
to members of the Committee must be approved by a majority of the directors who
are not members of the Committee.

ELIGIBILITY

A person shall be eligible to be granted an Award only if on the
proposed Granting Date for such Award such person is a director of the
Corporation or a full-time, salaried employee of the Corporation or any
Subsidiary. A person eligible to be granted an Award is herein called a
"Grantee." No Grantee is permitted to receive, during any calendar year,
awards which would permit the Grantee to acquire more than 250,000 shares.

AWARDS

Awards under the 1998 Stock Plan shall take the form of options to
purchase shares of Common Stock. The Committee has broad discretion under the
1998 Stock Plan in determining Awards, including but not limited to the number
of Shares covered thereby and provisions regarding grant price, expiration
date, exercisability, vesting, forfeiture, transfer restrictions, payment and
the impact, if any, of termination of employment on the foregoing. However,
options intended to qualify for the performance-based exception to the $1
million deduction limit imposed by Section 162(m) of the Code may not have an
exercise price that is less than the fair market value (determined on the
option grant date) of the stock that would be acquired upon exercise of the
option.

- 20 -
<PAGE> 26
Under the 1998 Stock Plan, the Committee may grant incentive stock
options (each an "Incentive Stock Option" or "ISO"), non-qualified stock
options (each a "Non-Qualified Stock Option" or "NQSO") or both types of
options ("Option", as used herein, refers to any Incentive Stock Option or
Non-Qualified Stock Option). In the case of Incentive Stock Options, the terms
and conditions of such grants shall be subject to, and comply with, the
requirements of Section 422 of the Code, as from time to time amended, and any
regulations implementing such statute. Each Option shall be exercisable at such
times and subject to such terms and conditions as the Committee may, in its
sole discretion, specify in the applicable Award agreement or thereafter.

AMENDMENTS AND TERMINATION

Except as provided in the following two sentences, the Board has
complete power and authority to amend the 1998 Stock Plan at any time and no
approval by the Corporation's stockholders or by any other person, committee or
other entity of any kind shall be required to make any amendment approved by
the Board effective. So long as the Common Stock is eligible for trading on
the New York Stock Exchange, the Board shall obtain stockholder approval for
those amendments of this Plan required to be so approved pursuant to the New
York Stock Exchange Rules. The Board shall not, without the affirmative
approval of the Corporation's stockholders, amend the 1998 Stock Plan in any
manner which would cause any outstanding Incentive Stock Options to no longer
qualify as Incentive Stock Options. No termination or amendment of the 1998
Stock Plan may, without the consent of the holder of any Award obtained prior
to such termination or the adoption of such amendment, materially and adversely
affect the rights of such holder under such Award.

The Board has the right and the power to terminate the 1998 Stock Plan
at any time, provided that no Incentive Stock Options may be granted after the
tenth anniversary of the adoption of the 1998 Stock Plan. No Award shall be
granted under the 1998 Stock Plan after the termination of the 1998 Stock Plan,
but the termination of the 1998 Stock Plan shall not have any other effect.
Any Award outstanding at the time of the termination of the 1998 Stock Plan may
be exercised after termination of the 1998 Stock Plan at any time prior to the
expiration date of such Award to the same extent such Award would have been
exercisable had the 1998 Stock Plan not terminated.

FEDERAL INCOME TAX CONSEQUENCES

The federal income tax treatment of Options granted under the 1998
Stock Plan under present tax law is described generally below. Local and state
tax authorities may also tax incentive compensation awarded under the 1998
Stock Plan.

Non-Qualified Stock Options. There are no federal income tax
consequences to a recipient or to the Corporation upon the grant of an NQSO
under the 1998 Stock Plan. Upon the exercise of an NQSO, a recipient thereof
will recognize ordinary compensation income in an amount equal to the excess of
the fair market value of the shares of Common Stock at the time of exercise
over the exercise price of the NQSO, and the Corporation generally will be
entitled to a corresponding federal income tax deduction. Upon the sale of
shares of Common Stock acquired by the exercise of an NQSO, a recipient will
have a capital gain or loss (long-term, mid-term or short-term depending upon
the length of time the shares were held) in an amount equal to the difference
between the amount realized upon the sale and the recipient's adjusted tax
basis in such shares (the exercise price plus the amount of ordinary income
recognized by the recipient at the time of exercise of the NQSO).

Incentive Stock Options. A recipient of an ISO will not recognize
taxable income for purposes of the regular income tax, upon either the grant or
exercise of the ISO. However, for purposes of the alternative minimum tax
imposed under the Code, in the year in which an ISO is exercised, the amount by
which the fair market value of the shares of Common Stock acquired upon
exercise exceeds the option price will be treated as an item of adjustment and
included in the computation of the recipient's alternative minimum taxable
income. An ISO recipient who disposes of the shares of Common Stock acquired
upon exercise of an ISO more than two years from the date the ISO was granted
and more than one year from the date such shares were transferred to him or her
will recognize mid-term or long-term capital gain or loss in the amount of the
difference between the amount realized on the sale and the option price, and
the Corporation will not be entitled to any tax deduction by reason of the
grant or exercise of the ISO. As a general rule, if an ISO recipient disposes
of the shares of Common Stock acquired upon exercise of an ISO before
satisfying both holding period requirements (a "disqualifying disposition"),
his or her gain recognized on such a disposition will be taxed as ordinary
income to the extent of lesser of (i) the difference between the fair market
value of such shares on the date of exercise

- 21 -
<PAGE> 27
and the option price and (ii) the difference between the amount received in the
disposition and the option price, and the Corporation will be entitled to a
deduction in that amount. The gain, if any, in excess of the amount recognized
as ordinary income on such a disqualifying disposition will be long-term,
mid-term or short-term capital gain, depending upon the length of time the
recipient held his or her shares prior to the disposition.

Section 162(m). Under section 162(m) of the Code, the Corporation may
be precluded from claiming a federal income tax deduction for total
remuneration in excess of $1,000,000 paid to the chief executive officer or to
any of the other four most highly compensated officers in any one year. Total
remuneration would, subject to the exception described below, include amounts
taxable to such officer upon the exercise of an NQSO, or upon the disqualifying
disposition of shares acquired upon exercise of an ISO, granted under the 1998
Stock Plan. An exception does exist, however, for "performance-based
compensation," including amounts taxable upon the exercise of an NQSO, or upon
the disqualifying disposition of shares acquired upon exercise of an ISO,
granted under a plan approved by stockholders that meets certain requirements.
The 1998 Stock Plan is intended to permit granted under Options thereunder to
meet the requirements of "performance-based compensation."

1998 STOCK PLAN BENEFITS

Benefits to accrue to the Corporation's executive officers under the 1998
Stock Plan cannot be determined at this time. Option grants under the 1998
Stock Plan will be made at the discretion of the Compensation Committee.

- 22 -
<PAGE> 28
VOTING AND PROXY INFORMATION

VOTING PROCEDURES

Under the Partnership Agreement, a holder of a Common Unit may vote
only if the holder has been admitted as a limited partner of the Partnership on
or before the record date for the Special Meeting. Each Common Unit entitles
the holder thereof to one vote with respect to each matter to be voted on at
the Special Meeting. The Managing General Partner has set the close of
business on ________ __, 1998 as the record date (the "Record Date") for the
determination of limited partners entitled to vote at the Special Meeting.

The Partnership will accept proxies relating to a matter to be voted
on at the Special Meeting at any time before such matter is voted on at the
Special Meeting. The enclosed form of proxy, when properly completed and
returned, will constitute a limited partner's vote for or against, or
abstention on, each such matter. If a limited partner returns a form of proxy
duly signed without voting, the limited partner will be deemed to have voted
for the Conversion and for the 1998 Stock Plan.

REVOCATION OF PROXIES

A limited partner may revoke a proxy any time during the solicitation
period before its exercise by (i) delivering written notice of revocation to
the Partnership, (ii) executing and delivering to the Partnership a later dated
form of proxy or (iii) voting in person at the Special Meeting. Any such
written notice or later dated proxy should be sent to Huntway Partners, L.P.,
25129 The Old Road, Suite 322, Newhall, California 91381, Attention: Warren J.
Nelson, Corporate Secretary.

VOTE REQUIRED; QUORUM

Approval of the Conversion will require the affirmative vote of
limited partners holding at least 66 2/3% of the outstanding Common Units. As
of the Record Date, there were 14,583,958 Common Units outstanding. The
presence, in person or by proxy, of limited partners holding more than 50% of
the Common Units will constitute a quorum at the Special Meeting. Abstentions
and broker non-votes will be treated as present for the purpose of determining
a quorum but will have the effect of votes against the Conversion Proposal.

The Conversion may be deemed to result in a "change of control" for
purposes of New York Stock Exchange Shareholder Approval Policy 312.03. Prior
to the Conversion, the Managing General Partner generally controls the business
and affairs of the Partnership and may only be removed by the affirmative vote
of the 66 2/3% of the limited partners. Subsequent to the Conversion, the
Board of Directors of the Corporation, as elected by the holders of Common
Stock, will generally control the business and affairs of the Corporation.
Approval of the Conversion by the limited partners will constitute approval of
such "change of control."

Approval of the 1998 Stock Plan will require the affirmative vote of a
majority of the limited partners voting at the Special Meeting, in person or by
proxy.

The officers of the Partnership and certain affiliates of the General
Partners own 40.9% of the outstanding Common Units. They have advised the
Partnership that they will vote their Common Units in favor of the Conversion
and the adoption of the 1998 Stock Plan.

SOLICITATION OF PROXIES

This solicitation is being made by the Managing General Partner on
behalf of the Partnership. The Partnership will pay the cost of soliciting
proxies. The Partnership will reimburse brokerage houses and other nominees
for their reasonable expenses of forwarding proxy materials to beneficial
owners of Common Units. Representatives of Huntway may meet with brokers,
research analysts and other members of the investment community to discuss the
Conversion and the 1998 Stock Plan. Representatives of Huntway may also
contact limited partners in person or by telephone, or arrange meetings with
limited partners, to discuss the Conversion and the 1998 Stock Plan.

- 23 -
<PAGE> 29
INDEPENDENT AUDITORS

Representatives of Deloitte & Touche LLP, the Partnership's
independent accountants, are expected to be present at the Special Meeting.

SHAREHOLDER PROPOSALS

The first annual meeting of the Corporation subsequent to the
Conversion is expected to be held in May of 1999. To be considered for
presentation at such meeting, any matter that a stockholder may wish to
propose for consideration
must be submitted to the Corporation no later than December 31, 1998.

- 24 -
<PAGE> 30
MANAGEMENT

OPERATING COMMITTEE

The Partnership's business and affairs are managed by the Managing
General Partner rather than a board of directors. The Managing General Partner
is itself a partnership and its business and affairs are managed by its general
partner, Reprise Holdings, Inc. ("Reprise Holdings"), rather than a board of
directors. Reprise Holdings is owned 90% by First Chicago Equity Corporation
("FCEC") and 10% by Madison Dearborn Partners III ("MDP III"). Reprise
Holdings, as sole general partner of the Managing General Partner, has
established an operating committee (the "Operating Committee") to consult with
the sole director of Reprise Holdings with respect to the management of the
Managing General Partner and the Partnership, and has elected the following
individuals (each of whom has served since 1988) as members of the Operating
Committee:

Juan Y. Forster, age 61, has been principally employed as the
President and Chief Executive Officer of Huntway for the past eight years.

Samuel M. Mencoff, age 41, has been principally employed as a Vice
President of Madison Dearborn Partners, Inc. ("MDP"), a private equity
investment firm and an affiliate of MDP III, since January, 1993. Prior to
January, 1993, Mr. Mencoff served as Vice President of First Chicago Venture
Capital ("FCVC"), a private equity investment firm and an affiliate of FCEC.
Mr. Mencoff is sole director, President and Treasurer of Reprise Holdings and
is a general partner of MDP III. Mr. Mencoff also serves as a director of
Buckeye Technologies, Inc. and Riverwood International Corp., forest products
companies.

Justin S. Huscher, age 44, has been principally employed as a Vice
President of MDP since January, 1993. Prior to January, 1993, Mr. Huscher
served as a Senior Investment Manager of First Chicago Investment Corporation,
a private equity investment firm and an affiliate of FCEC. Mr. Huscher is Vice
President and Secretary of Reprise Holdings and is a general partner of MDP
III. Mr. Huscher also serves as a director of Homeside, Inc., a residential
mortgage company.

Raymond M. O'Keefe, age 72, has been principally employed for the last
six years as President and Chief Executive Officer of Rokmanage, Inc., a
management services firm.

OFFICERS

The following list sets forth: (i) the name and age of each officer of
the Partnership; (ii) the year in which each such person first joined the
Partnership; and (iii) all positions with the Partnership presently held by
each such person.
<TABLE>
<CAPTION>

YEAR
JOINED
NAME AGE HUNTWAY OFFICE
<S> <C> <C> <C>
Juan Y. Forster 61 1979 President and Chief Executive Officer

Lucian A. Nawrocki 52 1982 Executive Vice President, Asphalt Sales

Warren J. Nelson 47 1993 Executive Vice President and Chief Financial Officer

Terrance L. Stringer 56 1992 Executive Vice President

Charles R. Bassett 62 1982 Manager of Operations/Benicia

William G. Darnell 61 1982 Vice President and General Manager/Benicia

Earl G. Fleisher 47 1991 Controller and Tax Manager

Michael W. Miller 39 1979 Manager of Operations/Wilmington

Stephen P. Piatek 41 1989 Vice President and General Counsel

</TABLE>

Each of the persons named above has held the position with Huntway set
forth above for at least the past five years. Each also holds a similar
position with the Corporation and will continue to act in such capacity
immediately

- 25 -
<PAGE> 31
following the Conversion. Each of the above-named officers and members of the
Operating Committee was acting in such capacity at the time of the 1996
Restructuring.

BOARD OF DIRECTORS

Immediately following the Conversion, the business and affairs of
Huntway will be managed by the Board of Directors of the Corporation.
Immediately following the Conversion, the Board of Directors will consist of
Messrs. Forster, Mencoff, Huscher and Nelson and the following additional
persons:

Harris Kaplan, 47, currently serves as President of Eastgate
Management Corporation, an offshore and domestic money management firm, and has
served in such capacity since 1996. Mr. Kaplan served as a member of the
management team of Nabors Industries, an oil service company, from 1988 to
1996.

J.C. "Mac" McFarland, 51, currently acts as a consultant, having
served as Chairman and Chief Executive Officer of McFarland Energy, Inc., an
exploration and production company, from 1992 to 1997.

Richard Spencer, 45, currently serves as a Manager of Westcliff
Management, LLC, a money management firm, and has served in such capacity since
1993.

The Board of Directors is divided into three classes, as nearly equal
in number as possible, serving staggered terms. Approximately one-third of the
Board of Directors is elected each year. The Corporation's 1998 annual meeting
of stockholders has been held. Messrs. Huscher and Mencoff are in the class to
be re-elected in 1999, Messrs. Kaplan, McFarland and Spencer are in the class
to be re-elected in 2000 and Messrs. Forster and Nelson are in the class to be
re-elected in 2001. In connection with the 1997 Refinancing, Huntway agreed to
use its best efforts to nominate and cause to be elected as a director of the
Corporation one individual selected by B III Capital Partners, L.P. ("B III")
and one individual selected by Lighthouse Investors, L.L.C. ("Lighthouse") at
all times after the Conversion. This agreement will expire with respect to B
III or Lighthouse when such person no longer owns Convertible Notes with a
principal amount of at least $3.5 million or shares of Common Stock issued on
conversion of Convertible Notes with a principal amount of at least $3.5
million or a combination of the two.

The Board of Directors has established an Audit Committee and a
Compensation Committee. Neither Committee has not conducted any meetings to
date. The Corporation does not have a Nominating Committee.

The Audit Committee reviews and, as it deems appropriate, recommends
to the Board internal accounting and financial controls for the Corporation and
accounting principles and auditing practices and procedures to be employed in
the preparation and review of the Corporation's financial statements. The
Committee also makes recommendations to the Board concerning the engagement of
independent public accountants to audit the Corporation's annual financial
statements and the scope of such audits. The Committee currently consists of
Messrs. Kaplan, McFarland and Mencoff.

The Compensation Committee reviews and, as it deems appropriate,
recommends to the Board policies, practices and procedures relating to the
compensation of managerial employees and the establishment and administration
of employee benefit plans. The Committee determines the compensation of
executive officers and will (if the 1988 Stock Plan is approved at the Special
Meeting) administer the 1988 Stock Plan. The Committee currently consists of
Messrs. Huscher and Spencer.

COMPENSATION OF DIRECTORS

The Corporation does not currently intend to pay any of its salaried
employees any additional compensation for service on the Board of Directors,
and does not currently anticipate paying any fee for participation on, or for
attending meetings of, the Board to those members of the Board who are not its
salaried employees. The Corporation currently intends to compensate
non-employee Directors for service on the Board by granting such persons
options under the 1998 Stock Plan. The nature and amount of such options has
not yet been determined. The Corporation also intends to reimburse Board
members for out-of-pocket costs associated with attending meetings (such as
travel costs, food and lodging).

- 26 -
<PAGE> 32
SECURITY OWNERSHIP OF CERTAIN SECURITYHOLDERS

The following tables set forth information regarding the number of
Common Units owned as of __________, 1998 by (i) each person known by the
Partnership to be the beneficial owner of more than five percent of all Common
Units outstanding, (ii) the Partnership's chief executive officer and four
other most highly compensated executive officers, (iii) each person who is a
member of the Operating Committee or a director of the Corporation and (iv) all
executive officers, Operating Committee members and directors of the
Corporation as a group. To the knowledge of the Partnership, each of the
persons named in the tables has sole voting and investment power with respect
to the securities beneficially owned by it or him as set forth opposite its or
his name unless otherwise noted and subject to community property laws where
applicable. On a pro forma basis giving effect to the Conversion, the numbers
of shares of Common Stock and ownership percentages for such persons do not
change.

<TABLE>
<S> <C>
COMMON UNITS
BENEFICIALLY OWNED
-----------------------------
Number Percent
5% HOLDERS:
First Chicago Equity Corporation . . . . . . . . . 5,320,518 (1) 36.1
One First National Plaza
Chicago, IL 60670
Lighthouse Investors, LLC . . . . . . . . . . . . . 8,257,433 (2) 37.4
200 Seventh Avenue, Suite 105
Santa Cruz, CA 95062
DDJ Capital Management, LLC . . . . . . . . . . . . 5,333,333 (3) 26.6
141 Linden Street, Suite S-4
Wellesley, MA 02181
Contrarian Capital Advisors, L.L.C. . . . . . . . . 2,790,931 (4) 16.8
411 West Putnam Avenue, Suite 225
Greenwich, CT 06830
Mr. Andre Danesh . . . . . . . . . . . . . . . . . . 2,060,059 (5) 13.0
Allied Financial Corp.
1583 Beacon Street
Brookline, MA 02146

EXECUTIVE OFFICERS, OPERATING COMMITTEE MEMBERS AND
DIRECTORS (6):
Juan Y. Forster . . . . . . . . . . . . . . . . . . 526,306 (7) 3.6
Lucian A. Nawrocki . . . . . . . . . . . . . . . . . 64,754 (8) .4
Warren J. Nelson . . . . . . . . . . . . . . . . . . 169,400 (9) 1.1
Terrance L. Stringer . . . . . . . . . . . . . . . . 50,000 (10) .3
William G. Darnell . . . . . . . . . . . . . . . . . 72,030 (11) .5
Samuel M. Mencoff . . . . . . . . . . . . . . . . . 68,351 .5
Justin S. Huscher . . . . . . . . . . . . . . . . . 8,218 .1
Raymond M. O'Keefe . . . . . . . . . . . . . . . . . 129,489 .9
Harris Kaplan . . . . . . . . . . . . . . . . . . . . -- --
J.C. McFarland . . . . . . . . . . . . . . . . . . . -- --
Richard Spencer . . . . . . . . . . . . . . . . . . 8,381,833 (1)(12) 38.0
All executive officers, Operating Committee members
and directors as a group (11 persons) . . . . . . 9,470,381 (13) 42.3
</TABLE>
- -------------------------
(1) Includes 147,313 Limited Partner Equivalent Common Units corresponding
to the general partnership interests of the General Partners (to which
1% of each item of the Partnership's taxable income, gain, loss or
deduction is allocated).
(2) Includes 7,333,333 Common Units which Westcliff Capital Management,
LLC, Westcliff, LLC, Lighthouse Investors, LLC, Lighthouse Capital,
LLC and Lighthouse LLC have the right to acquire after March 31, 1998
through the conversion of Convertible Notes.
(3) Consists of Common Units which DDJ Capital Management, LLC and DDJ
Capital III, LLC have the right to acquire after March 31, 1998
through the conversion of Convertible Notes.

- 27 -
<PAGE> 33
<TABLE>
<S> <C>
(4) Includes 1,833,333 Common Units which Contrarian Capital Advisors,
L.L.C. and Contrarian Capital Management, L.L.C. have the right to
acquire after March 31, 1998 through the conversion of Convertible
Notes.
(5) Includes 1,146,059 Common Units which Mr. Danesch currently has the
right to acquire through the exercise of options.
(6) The address of each person set forth below is c/o Huntway Refining
Company, 25129 The Old Road, Suite 322, Newhall, California 91381.
(7) Includes 78,750 Common Units which Mr. Forster currently has the right
to acquire through the exercise of options awarded under the Huntway
1996 Employee Incentive Option Plan (the "Existing Plan").
(8) Includes 27,500 Common Units which Mr. Nawrocki currently has the right
to acquire through the exercise of options awarded under the Existing
Plan.
(9) Includes 125,000 Common Units which Mr. Nelson currently has the right
to acquire through the exercise of options awarded under the Existing
Plan.
(10) Consists of Common Units which Mr. Stringer currently has the right to
acquire through the exercise of options awarded under the Existing Plan.
(11) Includes 22,500 Common Units which Mr. Darnell currently has the right
to acquire through the exercise of options awarded under the Existing
Plan.
(12) Includes Common Units shown above as beneficially owned by Lighthouse
Investors, L.P.
(13) Includes 7,637,083 Common Units which executive officers, Operating
Committee Members and directors currently have, or will have after
March 31, 1998, the right to acquire.
</TABLE>

- 28 -
<PAGE> 34
DESCRIPTION OF CAPITAL STOCK

GENERAL

The following summary describes the Corporation's capital stock and the
Corporation's certificate of incorporation (the "Certificate") and by-laws (the
"By-laws"). This summary does not purport to be complete and is subject to,
and qualified in its entirety by, the Certificate and By-laws, which are
included as exhibits to the Registration Statement of which this Proxy
Statement/Prospectus forms a part, and by the provisions of applicable law.

The Certificate and By-laws contain certain provisions that are intended to
enhance the likelihood of continuity and stability in the composition of the
Board of Directors of the Corporation and which may have the effect of
delaying, deferring or preventing a future takeover or change in control of the
Corporation unless such takeover or change in control is approved by the Board
of Directors. In addition, under the terms of the Convertible Notes issued in
connection with the 1997 Refinancing, if Huntway undergoes a "change of
control," Huntway will be required to (i) make an offer to purchase all
outstanding Convertible Notes for the outstanding principal amount thereof plus
accrued interest and (ii) either (A) obtain the consent thereto of the lenders
under Huntway's senior credit facilities or (B) repay all indebtedness
outstanding (including letters of credit) under Huntway's senior credit
facilities.

COMMON STOCK

The shares of Common Stock to be issued by the Corporation in connection
with the Conversion will be validly issued, fully paid and nonassessable.
Subject to the prior rights of the holders of any shares of the Corporation's
serial preferred stock (the "Serial Preferred Stock"), the holders of
outstanding shares of Common Stock are entitled to receive dividends out of
assets legally available therefor at such times and in such amounts as the
Board of Directors may from time to time determine. The shares of Common Stock
are not convertible and the holders thereof have no preemptive or subscription
rights to purchase any securities of the Corporation. Upon liquidation,
dissolution or winding up of the Corporation, the holders of Common Stock are
entitled to receive pro rata the assets of the Corporation which are legally
available for distribution, after payment of all debts and other liabilities
and subject to the prior rights of any holders of Serial Preferred Stock then
outstanding. Each outstanding share of Common Stock is entitled to one vote on
all matters submitted to a vote of stockholders. There is no cumulative voting.

The Company intends to apply for listing of the Common Stock on the New York
Stock Exchange.

SERIAL PREFERRED STOCK

The Corporation's Board of Directors may, without further action by the
Corporation's stockholders, from time to time direct the issuance of shares of
Serial Preferred Stock in series and may, at the time of issuance, determine
the rights, preferences and limitations of each series. Any dividend
preferences of outstanding shares of Serial Preferred Stock would reduce the
amount of funds available for the payment of dividends on shares of Common
Stock. Holders of shares of Serial Preferred Stock may be entitled to receive a
preference payment in the event of any liquidation, dissolution or winding-up
of the Corporation before any payment is made to the holders of shares of
Common Stock. Under certain circumstances, the issuance of shares of Serial
Preferred Stock may render more difficult or tend to discourage a merger,
tender offer or proxy contest, the assumption of control by a holder of a large
block of the Corporation's securities or the removal of incumbent management.
Upon the affirmative vote of a majority of the total number of Directors then
in office, the Board of Directors of the Corporation, without stockholder
approval, may issue shares of Serial Preferred Stock with voting and conversion
rights which could adversely affect the holders of shares of Common Stock.
There are no shares of Serial Preferred Stock outstanding, and the Corporation
has no present intention to issue any shares of Serial Preferred Stock.

CERTAIN PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND BY-LAWS

The Certificate provides for the Board to be divided into three classes, as
nearly equal in number as possible, serving staggered terms. Approximately
one-third of the Board will be elected each year. See "Management." Under the
Delaware General Corporation Law, directors serving on a classified board can
only be removed for cause. The

- 29 -
<PAGE> 35
provision for a classified board could prevent a party who acquires control of
a majority of the outstanding voting stock from obtaining control of the Board
until the second annual stockholders meeting following the date the acquiror
obtains the controlling stock interest. The classified board provision could
have the effect of discouraging a potential acquiror from making a tender offer
or otherwise attempting to obtain control of the Corporation and could
increase the likelihood that incumbent directors will retain their positions.

The Certificate provides that stockholder action can be taken only at an
annual or special meeting of stockholders and cannot be taken by written
consent in lieu of a meeting. The Certificate and the By-laws provide that,
except as otherwise required by law, special meetings of the stockholders can
only be called pursuant to a resolution adopted by a majority of the Board of
Directors or by the Chief Executive Officer of the Corporation. Stockholders
are not permitted to call a special meeting or to require the Board to call a
special meeting.

The By-laws establish an advance notice procedure for stockholder proposals
to be brought before an annual meeting of stockholders of the Corporation,
including proposed nominations of persons for election to the Board.

Stockholders at an annual meeting may only consider proposals or nominations
specified in the notice of meeting or brought before the meeting by or at the
direction of the Board or by a stockholder who was a stockholder of record on
the record date for the meeting, who is entitled to vote at the meeting and who
has given to the Corporation's Secretary timely written notice, in proper form,
of the stockholder's intention to bring that business before the meeting.
Although the By-laws do not give the Board the power to approve or disapprove
stockholder nominations of candidates or proposals regarding other business to
be conducted at a special or annual meeting, the By-laws may have the effect of
precluding the conduct of certain business at a meeting if the proper
procedures are not followed or may discourage or defer a potential acquiror
from conducting a solicitation of proxies to elect its own slate of directors
or otherwise attempting to obtain control of the Corporation .

The Certificate and By-laws provide that the affirmative vote of holders of
at least 66 2/3% of the total votes eligible to be cast in the election of
directors is required to amend, alter, change or repeal certain of their
provisions. This requirement of a super-majority vote to approve amendments to
the Certificate and By-laws could enable a minority of the Corporation's
stockholders to exercise veto power over any such amendments.

CERTAIN PROVISIONS OF DELAWARE LAW

The Corporation is subject to the "Business Combination" provisions of the
Delaware General Corporation Law. In general, such provisions prohibit a
publicly-held Delaware corporation from engaging in various "business
combination" transactions with any "interested stockholder" for a period of
three years after the date of the transaction in which the person became an
"interested stockholder," unless (i) the transaction is approved by the Board
of Directors prior to the date the "interested stockholder" obtained such
status; (ii) upon consummation of the transaction which resulted in the
stockholder becoming an "interested stockholder," the "interested stockholder"
owned at least 85% of the voting stock of the corporation outstanding at the
time the transaction commenced, excluding for purposes of determining the
number of shares outstanding those shares owned by (a) persons who are
directors and also officers and (b) employee stock plans in which employee
participants do not have the right to determine confidentially whether shares
held subject to the plan will be tendered in a tender or exchange offer; or
(iii) on or subsequent to such date the "business combination" is approved by
the Board of Directors and authorized at an annual or special meeting of
stockholders by the affirmative vote of at least 66 2/3% of the outstanding
voting stock which is not owned by the "interested stockholder." A "business
combination" is defined to include mergers, asset sales and other transactions
resulting in financial benefit to a stockholder. In general, an "interested
stockholder" is a Person who, together with affiliates and associates, owns (or
within three years, did own) 15% or more of a corporation's voting stock. The
statute could prohibit or delay mergers or other takeover or change in control
attempts with respect to the Corporation and, accordingly, may discourage
attempts to acquire the Corporation.

LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Certificate limits the liability of Directors to the fullest extent
permitted by the Delaware General Corporation Law. In addition, the Certificate
provides that the Corporation shall indemnify Directors and officers of the
Corporation to the fullest extent permitted by such law.

- 30 -
<PAGE> 36

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the Common Stock will be BankBoston,
N.A.

RESALE OF SECURITIES

SECURITIES ACT RESTRICTIONS

Shares of Common Stock received in the Conversion by persons who are
not affiliates of the Corporation will be freely transferable. Shares of
Common Stock received in the Conversion by affiliates of the Corporation may
only be sold in accordance with the provisions of Rule 145 under the Securities
Act, pursuant to an effective registration under the Securities Act or in
transactions that are exempt from registration under the Securities Act. Rule
145 provides, in general, that such shares may be sold by an "affiliate" if (i)
there is available adequate current public information with respect to the
Corporation and (ii) the number of shares of Common Stock (whether or not
received in the Conversion) sold by such "affiliate" within any three month
period does not exceed the greater of 1% of the total number of outstanding
shares of Common Stock or the average weekly trading volume of the Common Stock
during the four calendar weeks immediately preceding the date of receipt of the
order to execute the transaction by a broker or the date of execution of the
transaction directly with a market maker and (iii) the securities are sold in
transactions directly with a "market maker" or in "brokers' transactions"
within the meaning of Rule 144 under the Securities Act.

REGISTRATION RIGHTS AGREEMENT

Pursuant to an Amended and Restated Registration Rights Agreement,
certain Unitholders have the right, subject to certain terms and conditions, to
require the Partnership to register under the Securities Act for offer and sale
to the public (including by way of underwritten public offering) certain of the
Partnership's outstanding securities, including Common Units, and will have the
right to require the Corporation to register certain of the Corporation's
outstanding securities, including Common Stock, under similar circumstances.
Such Unitholders may require Huntway to accomplish a maximum of two
registrations on Form S-1, a maximum of eight registrations on Form S-3 and an
unlimited number of "piggyback" registrations. Such registration rights expire
at such time as the securities held by such Unitholders may be transferred free
of any restriction (including any volume limitations imposed by Rule 144). The
exercise by such Unitholders of their rights under such Agreement could result
in the distribution of substantial amounts of Common Stock, including
distributions in underwritten public offerings, and could adversely affect the
market price of the Common Stock.

LEGAL MATTERS

The validity of the securities offered hereby, and certain federal
income tax matters set forth under "Certain Federal Income Tax Consequences,"
will be passed upon for the Partnership by Kirkland & Ellis (a partnership that
includes professional corporations), Chicago, Illinois.

EXPERTS

The consolidated financial statements of the Partnership as of December 31,
1996 and 1995 and for each of the three years in the period ended December 31,
1996 incorporated herein by reference from the Partnership's Annual Report on
Form 10-K for the year ended December 31, 1996 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.

- 31 -
<PAGE> 37
HUNTWAY PARTNERS, L.P.
PRO FORMA CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

The following unaudited pro forma condensed statements of operations
of the Partnership are derived from the historical financial statements of the
Partnership and give effect to the 1996 Restructuring, the 1997 Refinancing and
the Conversion as if such transactions had occurred at the beginning of each
period presented. The following unaudited pro forma condensed balance sheet of
the Partnership is derived from the historical balance sheet of the Partnership
and gives effect to the 1997 Refinancing and the Conversion as if such
transactions had occurred on September 30, 1997.

- 32 -
<PAGE> 38
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(unaudited)

<TABLE>
<CAPTION>
PRO FORMA FOR
1996 RESTRUCTURING PRO FORMA THE CONVERSION,
AND 1997 FOR THE 1996 1996 RESTRUCTURING
REFINANCING RESTRUCTURING AND CONVERSION AND THE 1997
HISTORICAL ADJUSTMENTS 1997 REFINANCING ADJUSTMENTS REFINANCING
----------- ----------------- ----------------- ------------ ------------------
(IN THOUSANDS, EXCEPT PER UNIT AND PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Revenues . . . . . . . . . $ 99,021 $ 99,021 $ 99,021
----------- ---------- --------------
Costs and expenses:
Materials and processing
costs . . . . . . . . . 87,683 87,683 87,683
Selling and
administrative expenses 4,297 4,297 4,297
Interest expense . . . 4,916 (1,592)(a) 3,324 3,324

Depreciation and 2,219 40 (b) 2,259 2,259
----------- ----------- ---------- --------------
amortization . . . . .
Total costs and expenses . 99,115 (1,552) 97,563 97,563
----------- ----------- ---------- --------------
Income from operations
before income taxes . . . . (94) 1,552 1,458 1,458
Income tax provision . . . -- -- 583 (c) 583

Net income (loss) from $ (94) $ 1,552 $ 1,458 $ (583) $ 875
=========== =========== ========== =========== ==============

operations . . . . . . . .

Net income (loss) per unit
or share from operations $ (0.01) $ 0.08 $ 0.05

Common Unit or share
equivalents outstanding 12,944 17,492(d) 17,492
</TABLE>

See Notes to Pro Forma Condensed Statements of Operations

- 33 -
<PAGE> 39
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(unaudited)

<TABLE>
<CAPTION>
Pro Forma for
1997 Pro Forma the Conversion
Refinancing for the 1997 Conversion and the 1997
Historical Adjustments Refinancing Adjustments Refinancing
----------- ----------- ------------- ------------ ---------------
(in thousands, except per unit and per share data)
<S> <C> <C> <C> <C> <C>
Revenues . . . . . . . . . . . . . . $ 71,239 $ 71,239 $71,239
----------- ---------- --------------
Costs and expenses:
Materials and processing costs . 62,295 62,295 62,295
Selling and administrative
expenses . . . . . . . . . . . . 3,407 3,407 3,407
Interest expense . . . . . . . . 2,664 2,664 2,664

Depreciation and amortization . . 1,776 30 (b) 1,806 -- 1,806
----------- ----------- ---------- ------------ --------------
Total costs and expenses . . . . . . 70,142 30 70,172 -- 70,172
----------- ----------- ---------- ------------ --------------
Income from operations before income
taxes . . . . . . . . . . . . . . 1,097 (30) 1,067 -- 1,067
Income tax provision . . . . . . . . -- -- 427 (c) 427

Net income from operations . . . . . $ 1,097 $1,067 $(427) $640
=========== ========== ============ ==============
Net income per unit or share from
operations . . . . . . . . . . . $0.04 $0.06 $0.04
=========== ========== ==============
Common Unit or share equivalents
outstanding . . . . . . . . . . . 28,115 17,492 (d) 17,492
=========== ========== ==============

</TABLE>

See Notes to Pro Forma Condensed Statements of Operations

- 34 -
<PAGE> 40
NOTES TO PRO FORMA CONDENSED STATEMENTS OF OPERATIONS
(in thousands, except market price data)

The pro forma condensed statements of operations for the year ended
December 31, 1996 and for the nine months ended September 30, 1997 reflect the
following pro forma adjustments:

(a) Gives effect to adjustments to historical interest expense to reflect
the reduction in debt and accrued interest payable from $99,672 to
$27,924 and the change in effective interest rate to approximately 12%
as a result of the 1996 Restructuring as though it had occurred on
January 1, 1996. Notwithstanding the $10,043 increase in debt payable
as a result of the 1997 Refinancing, interest expense remains
essentially unchanged due to the lower interest rate on the new
borrowings and the reduction in the effective interest rate on the
Partnership's Industrial Development Bond.

(b) Gives effect to the amortization related to approximately $500 in
costs associated with the 1997 Refinancing as though it had occurred
on January 1, 1996.

(d) Consists of the total of the Limited Partner Equivalent Common Units
outstanding immediately after the 1997 Refinancing plus 2,761,000
additional Common Units that would be issued upon the exercise of
outstanding options using the treasury stock method, assuming a market
price of $2.50, which approximates that currently prevailing. The
effect of the Convertible Notes is antidilutive.

- 35 -
<PAGE> 41
PRO FORMA CONDENSED BALANCE SHEET
AS OF SEPTEMBER 30, 1997
(unaudited)

PRO FORMA FOR
1997 PRO FORMA THE CONVERSION
REFINANCING FOR THE 1997 CONVERSION AND THE 1997
HISTORICAL ADJUSTMENTS REFINANCING ADJUSTMENTS REFINANCING
----------- ----------- ------------- ------------ ---------------
(IN THOUSANDS)
<S> <C> <C>
Current assets:
Cash . . . . . . . . . . . . . $ 4,818 $ 2,500 (a) $ 7,318 $ $ 7,318
Accounts receivable . . . . . . 6,749 6,749 6,749
Inventories . . . . . . . . . . 6,094 6,094 6,094
Prepaid expenses . . . . . . . 649 649 649
----------- ----------- ---------- ------------ --------------
Total current assets . . . . . . . 18,310 2,500 20,810 20,810
----------- ----------- ---------- ------------ --------------
Property, net . . . . . . . . . . . 59,219 59,219 59,219
Other assets . . . . . . . . . . . 524 300 (b) 824 824
Goodwill . . . . . . . . . . . . . 1,716 1,716 1,716
----------- ----------- ---------- ------------ --------------
Total assets . . . . . . . . . . . $ 79,769 $ 2,800 $ 82,569 $ 82,569
=========== ========== ============ ============ =============
Current liabilities:
Accounts payable . . . . . . . $ 8,188$ 300 (b) $ 8,488 $ 500 (c) $ 8,988
Current portion of long-term
obligations . . . . . . . 377 377 377
Accrued interest . . . . . . . 1,451 (894) (a) 557 557
Other accrued liabilities . . . 1,639 17,492 17,492
----------- ----------- ---------- ------------ --------------
Total current liabilities . . . . . 11,655 (594) 26,914 500 27,414
----------- ----------- ---------- ------------ --------------
Long-term obligations . . . . . . . 27,797 10,043 (a) 37,840 37,840
----------- ----------- ---------- ------------ --------------
Partners' capital . . . . . . . . . 40,317 (6,649) (a) 33,668 (33,668) --
----------- ----------- ---------- ------------ --------------
Shareholders' equity . . . . . . . -- -- 33,168 33,168
----------- ----------- ---------- ------------ --------------
Total equity capital . . . . . . . 40,317 (6,649) 33,668 (500) (c) 33,168
Total liabilities and capital . . . $ 79,769 $ 2,800 $ 82,569 $ $ 89,569
=========== ========== ============ ============ =============
</TABLE>

See Notes to Pro Forma Condensed Balance Sheet

- 36 -
<PAGE> 42
NOTES TO PRO FORMA CONDENSED BALANCE SHEET
(dollars in thousands)

(a) To reflect the issuance of $21,750 in Convertible Notes and the
related receipt of $2,500 of cash, retirement of $11,707 in 12% senior
debt and redemption of 10,758,696 Common Units.

(b) An increase in accounts payable and other assets of $300 to reflect
that portion of the total $500 in estimated debt issuance costs not
recorded at September 30, 1997.

(c) An increase in accounts payable and reduction of equity capital of
$500 to reflect the estimated transaction costs associated with the
Conversion.

- 37 -
<PAGE> 43
EXHIBIT A

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER dated as of January 26, 1998 (the "Merger
Agreement"), by and between Huntway Refining Company, a Delaware corporation
(the "Corporation"), and Huntway Partners, L.P., a Delaware limited partnership
(the "Merging Partnership").

WITNESSETH:

WHEREAS, the Corporation is a corporation duly organized and validly
existing under and by virtue of the laws of the State of Delaware, having
authorized capital stock consisting of (i) 1,000,000 shares of Preferred Stock,
par value $.01 per share ("Preferred Stock"); and (ii) 75,000,000 shares of
Common Stock, par value $.01 per share ("Common Stock"), of which no shares of
Preferred Stock are outstanding and 1,000 shares of Common Stock are
outstanding and owned by the Merging Partnership;

WHEREAS, the Merging Partnership is a limited partnership duly organized and
validly existing under the laws of the State of Delaware, having outstanding
(i) limited partnership interests representing Common Units (as defined in the
Merging Partnership's Amended and Restated Agreement of Limited Partnership
dated as of November 9, 1988, as amended (the "Partnership Agreement")) (the
"Merging Common Units") of which 14,583,958 are outstanding as of the date
hereof, (ii) a general partnership interest representing the Managing General
Partner's Percentage Interest (as defined in the Partnership Agreement) (the
"MGP's Units") and (iii) a general partnership interest representing the
Special General Partner's Percentage Interest (as defined in the Partnership
Agreement) (the "SGP's Units");

WHEREAS, the Board of Directors of the Corporation and the general partners
of the Merging Partnership deem it advisable that the Merging Partnership merge
with and into the Corporation, upon the terms and subject to the conditions set
forth herein and in accordance with the laws of the State of Delaware (the
"Merger"), and that the Merging Common Units, the MGP's Units and the SGP's
Units be converted into Common Stock upon consummation of the Merger as set
forth herein;

WHEREAS, the parties hereto intend that the Merger qualify as tax-free
reorganization for federal income tax purposes; and

WHEREAS, (i) the Board of Directors of the Corporation has, by resolution,
duly approved and adopted the provisions of this Merger Agreement as the
agreement of merger required by Section 263 of the General Corporation Law of
the State of Delaware (the "General Corporation Law"), (ii) the general
partners of the Merging Partnership have, by resolutions, duly approved and
adopted the provisions of this Merger Agreement as the agreement of merger
required by Section 17-211 of the Delaware Revised Uniform Limited Partnership
Act ("RULPA") and (iii) the Merging Partnership, as the sole owner of the
outstanding stock of the Corporation entitled to vote for the adoption of the
Merger Agreement, has duly approved and adopted the provisions of this Merger
Agreement as the agreement of merger required by Section 263 of the General
Corporation Law;

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1. Effect of the Merger; Manner and Basis of Conversion.

1.1 At the Effective Time (as hereinafter defined), (i) the Merging
Partnership shall be merged with and into the Corporation and the separate
partnership existence of the Merging Partnership (except as may be continued by
operation of law) shall cease and (ii) the Corporation shall continue as the
surviving corporation, all with the effects provided by Section 259 of the
General Corporation Law and Section 17-211 of RULPA. The Corporation, in its
capacity as the surviving corporation of the Merger, is hereinafter sometimes
referred to as the "Surviving Corporation."

1.2 Without limiting the provisions of Section 1.1, at the Effective Time:

(a) the Corporation shall assume all obligations of the Merging
Partnership under the Amended and Restated Collateralized Note Indenture
dated as of December 12, 1996, as amended, between the Merging Partnership
and Fleet National Bank, as trustee (the "Senior Trustee");

A-1
<PAGE> 44
(b) the Corporation shall assume all obligations of the Merging
Partnership under the 9 1/4% Senior Subordinated Secured Convertible Note
Indenture dated as of October 15, 1997, as amended, between the Merging
Partnership and State Street Bank and Trust Company, as trustee (the "Senior
Subordinated Trustee");

(c) the Corporation shall assume all obligations of the Merging
Partnership under the Amended and Restated Junior Subordinated Debenture
Indenture dated as of December 12, 1996, as amended, between the Merging
Partnership and IBJ Schroder Bank & Trust Company, as trustee; and

(d) the Corporation shall assume all obligations of the Merging
Partnership under the Collateral Documents (as defined in the Amended and
Restated Intercreditor and Collateral Trust Agreement dated as of December
12, 1996, as amended, among Bankers Trust Company, as issuer of letters of
credit, Mellon Bank, N.A., as trustee for First Plaza Group Trust,
Oppenheimer & Company, Inc. ("Oppenheimer"), as agent for itself and certain
affiliated entities, Lindner Growth Fund, the Senior Trustee, United States
Trust Company of New York, as collateral agent, the Senior Subordinated
Trustee, Lighthouse Investors, L.L.C., B III Capital Partners, L.P.,
Contrarian Capital Fund I, L.P., Contrarian Capital Fund II, L.P, The IBM
Retirement Plan Trust, and Oppenheimer as agent for itself and as agent for
Oppenheimer Horizon Partners, L.P., Oppenheimer Institutional Horizon
Partners, L.P., Oppenheimer International Horizon Fund II Ltd., and The &
Trust).

1.3 At the Effective Time, (i) each Merging Common Unit issued and
outstanding immediately prior to the Effective Time shall, by virtue of the
Merger and without any action by the Merging Partnership, the partners of the
Merging Partnership, the Corporation or any other person, be converted into one
share of Common Stock, (ii) the MGP's Units issued and outstanding immediately
prior to the Effective Time shall, by virtue of the Merger and without any
action by the Merging Partnership, the partners of the Merging Partnership, the
Corporation or any other person, be converted into the number of shares of
Common Stock equal to .9% of the Merger Common Stock, rounded to the next lower
whole number of shares and (iii) the SGP's Units issued and outstanding
immediately prior to the Effective Time shall, by virtue of the Merger and
without any action by the Merging Partnership, the partners of the Merging
Partnership, the Corporation or any other person, be converted into the number
of shares of Common Stock equal to .1% of the Merger Common Stock. "Merger
Common Stock" means the total number of shares of Common Stock referred to in
clauses (i), (ii) and (iii) of the preceding sentence.

1.4 The authority of the officers of the Merging Partnership shall
continue with respect to the due execution in the name of the Merging
Partnership of tax returns, instruments of transfer or conveyance and other
documents where the execution thereof is required or convenient to comply with
any provision of applicable law, any contract to which the Merging Partnership
is or was a party or this Merger Agreement.

1.5 The name of the Surviving Corporation shall be Huntway Refining
Company.

ARTICLE 2. Effective Time.

2.1 Upon the fulfillment or waiver of the condition specified in Article 5
hereof and provided that this Merger Agreement has not been terminated and
abandoned pursuant to Section 6.2 hereof, the Corporation and the Merging
Partnership shall cause a Certificate of Merger with respect to the Merger to
be executed, acknowledged and filed with the Secretary of State of the State of
Delaware, all as provided for in and in accordance with Section 263 of the
General Corporation Law and Section 17-211 of RULPA.

2.2 The Merger shall become effective at the time and date as provided by
applicable law (the "Effective Time").

ARTICLE 3. Additional Agreements.

3.1 Each of the parties hereto shall (subject to any qualifications
specified in this Article 3, the conditions specified in Article 5 and the
fiduciary obligations of its board of directors or its general partners)
diligently use its best efforts to cause the Merger to be consummated and to be
consummated at the earliest practicable date. Such best efforts shall include
the vigorous defense of any suit or proceeding instituted against it in
connection with the transactions contemplated by this Merger Agreement.

3.2 The Merging Partnership shall submit this Merger Agreement and the
Merger to its limited partners for adoption and approval and shall take all
other action necessary or helpful to secure a vote of its limited partners in
favor of the Merger.

A-2
<PAGE> 45
3.3 Prior to the Effective Time, each party hereto shall use its best
efforts to obtain the consent of all private third parties and governmental
authorities necessary to its consummation of the Merger.

3.4 Each party hereto shall give prompt notice to the other party hereto
of the occurrence or failure to occur of any event, which occurrence or failure
would cause or would be likely to cause the condition to the obligations of the
parties hereto to effect the Merger not to be satisfied.

ARTICLE 4. Certificate of Incorporation and By-laws; Board of Directors.

4.1 The Certificate of Incorporation and By-laws of the Corporation as in
effect at the Effective Time shall govern the Surviving Corporation until such
certificate or by-laws are amended in accordance with the terms thereof.

4.2 The members of the Board of Directors and the officers of the
Corporation holding office immediately prior to the Effective Time shall be the
members of the Board of Directors and the officers (holding the same positions
as they held with the Corporation immediately prior to the Effective Time) of
the Surviving Corporation and shall hold such offices until the expiration of
their current terms, or until their earlier death, resignation or removal.

ARTICLE 5. Condition.

5.1 The respective obligations of the Merging Partnership and the
Corporation to consummate the Merger under this Merger Agreement are subject to
the fulfillment of the condition that adoption of this Merger Agreement shall
have been approved by the affirmative vote of limited partners of the Merging
Partnership holding at least 66 2/3% of the outstanding Merging Common Units.

ARTICLE 6. Amendment and Termination.

6.1 The Merging Partnership and the Corporation, by mutual consent of the
general partners of the Merging Partnership and the Board of Directors of the
Corporation, may amend, modify or supplement this Merger Agreement in such
manner as may be agreed upon by them in writing.

6.2 This Merger Agreement may be terminated and the Merger may be
abandoned for any reason by the general partners of the Merging Partnership or
the Board of Directors of the Corporation at any time prior to the Effective
Time. In the event of the termination of this Merger Agreement as provided
herein, this Merger Agreement shall forthwith become void and there shall be no
liability hereunder on the part of the parties hereto or their respective
partners, officers and directors.

ARTICLE 7. Indemnification of Merging Partnership's General Partners.

7.1 From and after the Effective Time, to the fullest extent permitted by
law, each Indemnitee (as defined in the Partnership Agreement) shall be
indemnified and held harmless by the Corporation from and against any and all
losses, claims, damages, liabilities (joint or several), expenses (including
legal fees and expenses), judgments, fines, settlements and other amounts
arising from any and all claims, demands, actions, suits or proceedings, civil,
criminal, administrative or investigative, in which the Indemnitee may be
involved, or threatened to be involved, as a party or otherwise, by reason of
any actions or failure to act by such Indemnitee (or any other Indemnitee)
relating in any way to the Merging Partnership or a subsidiary of the Merging
Partnership (a "Subsidiary"), or which relate to or arise out of the Merging
Partnership, or any Subsidiary, or the property, business or affairs of the
Merging Partnership or any Subsidiary, or such person's services with any other
entity at the request of the Managing General Partner (as defined in the
Partnership Agreement) or other representative of the Merging Partnership or
such Indemnitee's status as a general partner of the Merging Partnership or an
affiliate thereof, or a registration statement or any document filed with or
submitted to the Securities and Exchange Commission relating to the Merging
Partnership or any indemnification of underwriters given in connection
therewith, regardless of whether the Indemnitee serves as a general partner of
the Merging Partnership, an affiliate thereof or a partner, director, officer
or employee thereof or in any other capacity at the time any such liability or
expense is paid or incurred, and regardless that the liability or expense
accrued at or relates to, in whole or in part, any time before the Effective
Time, if the Indemnitee acted in good faith and in a manner which such
Indemnitee believed to be in, or not opposed to, the best interests of the
Merging Partnership, and, with respect to any criminal proceeding, had no
reasonable cause to believe its conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere, or its equivalent, shall not, of itself, create a
presumption that the Indemnitee is not entitled to indemnification hereunder.
Any indemnification

A-3
<PAGE> 46
pursuant to this Article 7 shall be made only out of the assets of the
Surviving Corporation and to the extent provided by the first sentence of this
Section 7.1.

7.2 The Surviving Corporation shall promptly reimburse any Indemnitee on
demand for costs incurred by the Indemnitee to evaluate, defend against,
settle, satisfy or otherwise deal with any claim (including all such costs
incurred prior to the final disposition of such claim), upon receipt by the
Surviving Corporation of an undertaking by or on behalf of the Indemnitee to
repay such amount to the extent it shall be finally determined that the
Indemnitee is not entitled to payment from the Surviving Corporation for such
costs. If the Surviving Corporation shall deny any claim for indemnification
in whole or in part, then the Indemnitee shall have the right to have such
issue determined by a court in Delaware and in such proceeding the Indemnitee
shall be presumed to be entitled to the indemnification sought unless the
Surviving Corporation is able to establish by clear and convincing evidence
that the standards necessary o entitle such Indemnitee to indemnification have
not been satisfied. The Indemnitee shall also be entitled to reimbursement
from the Surviving Corporation for attorneys' fees and other expenses the
Indemnitee incurs in connection with any such court action except to the extent
the court finds such claims were so clearly without merit that prosecuting such
claims amounted to bad faith on the part of the Indemnitee. The Surviving
Corporation shall also pay the Indemnitee interest at a rate 200 basis points
in excess of the prime rate (as published in The Wall Street Journal) on any
amount owed by the Surviving Corporation to the Indemnitee under this Article 7
from the time payment of such amount shall be requested by such Indemnitee
until such amount shall actually be paid to the Indemnitee.

7.3 The indemnification provided by this Article 7 shall be in addition to
any other rights to which an Indemnitee may be entitled under any agreement,
certificate of incorporation or bylaw of the Surviving Corporation or as a
matter of law or otherwise, both as to action in the Indemnitee's capacity as a
general partner of the Merging Partnership, an affiliate thereof or a partner,
director, officer or employee thereof and to action in any other capacity,
shall continue as to an Indemnitee who has ceased to serve in such capacity and
shall inure to the benefit of the heirs, successors, assigns and administrators
of an Indemnitee.

7.4 For purposes of this Article 7, the Merging Partnership shall be
deemed to have requested an Indemnitee to serve as a fiduciary of an employee
benefit plan whenever the performance by him of his duties to the Merging
Partnership also imposes duties on, or otherwise involves services by, him to
the plan or participants or beneficiaries of the plan. Excess taxes assessed
on an Indemnitee with respect to an employee benefit plan pursuant to
applicable law shall be deemed "fines" within the meaning of Section 7.1.

7.5 An Indemnitee shall not be denied indemnification in whole or in part
under this Article 7 because the Indemnitee had an interest in the transaction
with respect to which the indemnification applies if the transaction was
otherwise permitted by the terms of the Partnership Agreement.

7.6 The provisions of this Article 7 are for the benefit of the
Indemnitees and their heirs, successors, assigns, administrator and personal
representatives and shall not be deemed to create any rights for the benefit of
any other persons. The provisions of this Article 7 shall not be amended in
any way that would adversely affect an Indemnitee without the consent of such
Indemnitee.

ARTICLE 8. Miscellaneous.

8.1 This Merger Agreement may be executed in two counterparts, both of
which taken together shall constitute one and the same instrument.

8.2 The internal law and not the law of conflicts of the State of Delaware
will govern all questions concerning the construction, validity and
interpretation of this Merger Agreement.

8.3 This Merger Agreement is not intended to confer upon any person (other
than the parties hereto and their respective successors and assigns) any rights
or remedies hereunder or by reason hereof.

* * * * *

A-4
<PAGE> 47
EXHIBIT B

HUNTWAY REFINING COMPANY

1998 STOCK INCENTIVE PLAN

ARTICLE 1

IDENTIFICATION OF THIS PLAN

1.1 Title. The plan described herein shall be known as the 1998
Stock Incentive Plan (this "Plan").

1.2 Purpose. The purpose of this Plan is (i) to compensate
certain directors of Huntway Refining Company (the "Company") and certain
officers and employees of the Company and its Subsidiaries for services
rendered by such persons after the date of adoption of this Plan to the Company
or any Subsidiary; (ii) to provide certain directors of the Company and certain
officers and employees of the Company and its Subsidiaries with significant
additional incentive to promote the financial success of the Company; and (iii)
to provide an incentive which may be used to induce able persons to become or
remain directors of the Company or to enter into or remain in the employment of
the Company or any Subsidiary.

1.3 Effective Date. The Plan shall become effective upon its
approval by the Board of Directors and by the general partners and limited
partners of Huntway Partners, L.P., the Company's current parent (the
"Effective Date").

1.4 Defined Terms. Certain capitalized terms used herein have the
meanings as set forth in Section 10.1 of this Plan.

ARTICLE 2

ADMINISTRATION OF THIS PLAN

2.1 Initial Administration. This Plan shall be administered by a
Compensation Committee (the "Committee") of the Board of Directors comprised of
persons appointed by the Board of Directors of the Company in accordance with
the provisions of Section 2.3.

2.2 Committee's Powers. The Committee shall have full power and
authority to prescribe, amend and rescind rules and procedures governing
administration of this Plan. The Committee shall have full power and authority
(i) to interpret the terms of this Plan, the terms of the Awards and the rules
and procedures established by the Committee and (ii) to determine the meaning
of or requirements imposed by or rights of any person under this Plan, any
Award or any rule or procedure established by the Committee. Each action of
the Committee which is within the scope of the authority delegated to the
Committee by this Plan or by the Board shall be binding on all persons.

2.3 Committee Membership. The Committee shall be composed of two
or more members of the Board, each of whom is an "outside director" as defined
in Section 162(m) of the Code and a "Non-Employee Director," as defined in
Securities and Exchange Commission Rule 16b-3, as amended ("Rule 16b-3"), or
any successor rules or government pronouncements. Subject to the preceding
sentence, the Board shall have the power to determine the number of members
which the Committee shall have and to change the number of membership positions
on the Committee from time to time. The Board shall appoint all members of the
Committee. The Board may from time to time appoint members to the Committee in
substitution for, or in addition to, members previously appointed and may fill
vacancies, however caused, on the Committee. Any member of the Committee may
be removed from the Committee by the Board at any time with or without cause.

2.4 Committee Procedures. The Committee shall hold its meetings
at such times and places as it may determine. The Committee may make such
rules and regulations for the conduct of its business as it shall deem
advisable. Unless the Board or the Committee expressly decides to the
contrary, a majority of the members of the Committee shall constitute a quorum
and any action taken by a majority of the Committee members in attendance at a
meeting at which a quorum of Committee members are present shall be deemed an
act of the Committee.

B-1
<PAGE> 48
2.5 Indemnification. No member of the Committee shall be liable,
in the absence of bad faith, for any act or omission with respect to his or her
service on the Committee under this Plan. Service on the Committee shall
constitute service as a director of the Company so that the members of the
Committee shall be entitled to indemnification and reimbursement as directors
of the Company for any action or any failure to act in connection with service
on the Committee to the full extent provided for at any time in the Company's
Certificate of Incorporation and By-Laws, or in any insurance policy or other
agreement intended for the benefit of the Company's directors.

2.6 Approval Required for Awards to Committee Members.
Notwithstanding any other provision of this Plan, the Committee may not issue
an Option to any member of the Committee without the prior approval of a
majority of those members of the Board of Directors who are not members of the
Committee.

ARTICLE 3

PERSONS ELIGIBLE TO RECEIVE AWARDS

A person shall be eligible to be granted an Award only if on the
proposed Granting Date for such Award such person is a director of the Company
or a full-time, salaried employee of the Company or any Subsidiary. A person
eligible to be granted an Award is herein called a "Grantee."

ARTICLE 4

GRANT OF AWARDS

4.1 Power to Grant Awards. The Committee is authorized under this
Plan to issue options (each, an "Option") to purchase shares of Common Stock,
par value $.01 per share, of the Company ("Common Stock"). The entering into
of any such arrangement is referred to herein as the grant of an "Award."

4.2 Granting Date. An Award shall be deemed to have been granted
under this Plan on the date (the "Granting Date") which the Committee
designates as the Granting Date at the time it approves such Award, provided
that the Committee may not designate a Granting Date with respect to any Award
which is earlier than the date on which the granting of such Award is approved
by the Committee.

4.3 Award Terms Which the Committee May Determine. Subject to the
terms of this Plan, the Committee shall have the power to determine the Grantee
to whom Awards are granted, the number of Shares subject to each Award, the
number of Awards granted to each Grantee and the time at which each Award is
granted. Except as otherwise expressly provided in this Plan, the Committee
shall also have the power to determine, at the time of the grant of each Award,
all terms and conditions governing the rights and obligations of the holder
with respect to such Award. The Committee shall have the power to determine:
(a) the exercise price per Share or the method by which the exercise price per
Share will be determined; provided that the exercise price per Share shall not
be less than 50% of the fair market value of the Common Stock on the date of
grant or less than the par value of a Share; (b) the length of the period
during which the Option may be exercised and any limitations on the number of
Shares purchasable with the Option at any given time during such period; (c)
the times at which the Option may be exercised; (d) any conditions precedent to
be satisfied before the Option may be exercised, such as vesting period; (e)
any restrictions on resale of any Shares purchased upon exercise of the Option;
(f) the extent to which the Option may be transferable; and (g) whether the
Option will constitute an Incentive Stock Option.

4.4 Award Agreement. No person shall have any rights under any
Award unless and until the Company and the person to whom such Award is granted
have executed and delivered an agreement expressly granting the Award to such
person and containing provisions setting forth the terms of the Award (an
"Award Agreement").

4.5 Limitation on Shares Issuable to any Grantee. The aggregate
number of Shares that may relate to Awards granted to a Grantee during any
calendar year (including Awards already exercised by the Grantee) shall not
exceed 250,000 shares, as adjusted pursuant to Article 8 of this Plan.

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ARTICLE 5

AWARD TERMS

5.1 Plan Provisions Control Terms. The terms of this Plan shall
govern all Awards. In the event any provision of any Award Agreement conflicts
with any term in this Plan as constituted on the Granting Date of such Award,
the term in this Plan as constituted on the Granting Date of the Award shall
control. Except as provided in Article 8, the terms of any Award may not be
changed after the Granting Date of such Award without the express approval of
the Committee and the Award Holder.

5.2 Term Limitation. No Incentive Stock Option may be granted
under this Plan which is exercisable more than ten years after its Granting
Date. This Section 5.2 shall not be deemed to limit the term which the
Committee may specify for any Awards (including Options) granted under this
Plan which are not intended to be Incentive Stock Options.

5.3 Transfer of Awards. An Award granted pursuant to this Plan
may be transferable as provided in the Award Agreement. It shall be a
condition precedent to any transfer of any Award that the transferee executes
and delivers an agreement acknowledging such Award has been acquired for
investment and not for distribution and is and shall remain subject to this
Plan and the Award Agreement. The "Holder" of any Award shall mean (i) the
initial grantee of such Award or (ii) any permitted transferee.

5.4 $100,000 Per Year Limit on Incentive Stock Options. No
Grantee may be granted Incentive Stock Options if the value of the Shares
subject to those options which first become exercisable in any given calendar
year (and the value of the Shares subject to any other Incentive Stock Options
issued to the Grantee under this Plan or any other plan of the Company or its
Subsidiaries which first become exercisable in such year) exceeds $100,000.
For this purpose, the values of Shares shall be determined on the respective
Granting Dates of the Options to which they are subject. Any Incentive Stock
Options issued in excess of the $100,000 limit shall be treated as Options that
are not Incentive Stock Options. Incentive Stock Options shall be taken into
account in the order in which they were granted.

5.5 No Right to Continuing Service Conferred. Nothing in this
Plan or (in the absence of an express provision to the contrary) in any Award
Agreement (i) confers any right or obligation on any person to continue as a
director of the Company or in the employ of the Company or any Subsidiary or
(ii) affects or shall affect in any way any person's right or any right of the
Company or any Subsidiary to terminate such person's service as director of the
Company or employment with the Company or any Subsidiary at any time, for any
reason, with or without cause.

ARTICLE 6

REGULATORY COMPLIANCE

6.1 Taxes. The Company or any Subsidiary shall be entitled, if
the Committee deems it necessary or desirable, to withhold from an Award
Holder's salary or other compensation (or to secure payment from the Award
Holder in lieu of withholding) all or any portion of any withholding or other
tax due from the Company or any Subsidiary with respect to any Shares
deliverable under such Holder's Award. The Company may defer delivery under a
Holder's Award until indemnified to its satisfaction with respect to such
withholding or other taxes.

6.2 Securities Law Compliance. Each Award shall be subject to the
condition that such Award may not be exercised if and to the extent the
Committee determines that the sale of securities upon exercise of the Award may
violate the Securities Act or any other law or requirement of any governmental
authority. The Company shall not be deemed by any reason of the granting of
any Award to have any obligation to register the Shares subject to such Option
under the Securities Act or to maintain in effect any registration of such
Shares which may be made at any time under the Securities Act. An Award shall
not be exercisable if the Committee or the Board determines there is non-public
information material to the decision of the Holder to exercise such Award which
the Company cannot for any reason communicate to such Holder.

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ARTICLE 7

SHARES SUBJECT TO THIS PLAN

Except as provided in Article 8, an aggregate of 2,000,000 Shares of
Common Stock shall be subject to this Plan. Except as provided in Article 8,
the Awards shall be limited so that the sum of the following shall not as of
any given time exceed 2,000,000 Shares: (i) all Shares subject to Awards
outstanding under this Plan at the given time and (ii) all Shares which shall
have been issued by the Company by reason of the exercise at or prior to the
given time of any of the Awards. The Common Stock issued under this Plan may
be either authorized and unissued shares, shares reacquired and held in the
treasury of the Company, or both, all as from time to time determined by the
Board. In the event any Award shall expire or be terminated before it is fully
exercised, then all Shares formerly subject to such Award as to which such
Award was not exercised shall be available for any Award subsequently granted
in accordance with the provisions of this Plan. No fractional Shares will be
eligible to be issued under this Plan.

In the event of a change in the Shares as presently constituted, which is
limited to a change of all of its authorized shares with par value into the
same number of shares with a different par value or without par value, the
shares resulting from any such change shall be deemed to be the Shares within
the meaning of this Plan.

ARTICLE 8

ADJUSTMENTS TO REFLECT ORGANIC CHANGES

The Board shall appropriately and proportionately adjust the number
and kind of Shares subject to outstanding Awards, the price for which Shares
may be purchased upon the exercise of outstanding Awards, and the number and
kind of Shares available for Awards subsequently granted under this Plan to
reflect any stock dividend, stock split, combination or exchange of shares,
merger, consolidation or other change in the capitalization of the Company
which the Board determines to be similar, in its substantive effect upon this
Plan or the Awards, to any of the changes expressly indicated in this sentence.
The Board may (but shall not be required to) make any appropriate adjustment to
the number and kind of Shares subject to outstanding Awards, the price for
which Shares may be purchased upon the exercise of outstanding Awards, and the
number and kind of Shares available for Awards subsequently granted under this
Plan to reflect any spin-off, spin-out or other distribution of assets to
stockholders or any acquisition of the Company's stock or assets or other
change which the Board determines to be similar, in its substantive effect upon
this Plan or the Awards, to any of the changes expressly indicated in this
sentence. The Committee shall have the power to determine the amount of the
adjustment to be made in each case described in the preceding two sentences,
but no adjustment approved by the Committee shall be effective until and unless
it is approved by the Board. In the event of any reorganization,
reclassification, consolidation, merger or sale of all or substantially all of
the Company's assets which is effected in such a way that holders of Common
Stock are entitled to receive (either directly or upon subsequent liquidation)
stock, securities or assets with respect to or in exchange for Common Stock,
the Board may (but shall not be required to) substitute the per share amount of
such stock, securities or assets for Shares upon any subsequent exercise of any
Award.

ARTICLE 9

AMENDMENT AND TERMINATION OF THIS PLAN

9.1 Amendment. Except as provided in the following two sentences,
the Board shall have complete power and authority to amend this Plan at any
time and no approval by the Company's stockholders or by any other person,
committee or other entity of any kind shall be required to make any amendment
approved by the Board effective. So long as the Common Stock is eligible for
trading on the New York Stock Exchange, the Board shall obtain stockholder
approval for those amendments of this Plan required to be so approved pursuant
to the New York Stock Exchange Rules. The Board shall not, without the
affirmative approval of the Company's stockholders, amend this Plan in any
manner which would cause any outstanding Incentive Stock Options to no longer
qualify as Incentive Stock Options. No termination or amendment of this Plan
may, without the consent of the Holder of any Award obtained prior to
termination or the adoption of such amendment, materially and adversely affect
the rights of such Holder under such Award.

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9.2 Termination. The Board shall have the right and the power to
terminate this Plan at any time, provided that no Incentive Stock Options may
be granted after the tenth anniversary of the adoption of this Plan. No Award
shall be granted under this Plan after the termination of this Plan, but the
termination of this Plan shall not have any other effect. Any Award
outstanding at the time of the termination of this Plan may be exercised after
termination of this Plan at any time prior to the Expiration Date of such Award
to the same extent such Award would have been exercisable had this Plan not
terminated.

ARTICLE 10

DEFINITIONS AND OTHER PROVISIONS OF THIS PLAN

10.1 Definitions. Each term defined in this Section 10.1 has the
meaning indicated in this Section 10.1 whenever such term is used in this Plan:

"Award" has the meaning such term is given in Section 4.1 of this
Plan.

"Award Agreement" has the meaning such term is given in Section 4.4
of this Plan.

"Board of Directors" and "Board" both mean the Board of Directors of
the Company as constituted at the time the term is applied.

"Code" means the Internal Revenue Code of 1986, as amended.

"Committee" has the meaning such term is given in Section 2.1 of this
Plan.

"Common Stock" means the issued or issuable Common Stock, par value
$.01 per share, of the Company.

"Company" as applied as of any given time shall mean Huntway
Corporation, a Delaware corporation, except that if prior to the given time any
corporation or other entity has acquired all or a substantial part of the
assets of the Company (as herein defined) and has agreed to assume the
obligations of the Company under this Plan, or is the survivor in a merger or
consolidation to which the Company was a party, such corporation or other
entity shall be deemed to be the Company at the given time.

"Expiration Date" as applied to any Award means the date specified in
the Award Agreement between the Company and the Holder as the expiration date
of such Award. If no expiration date is specified in the Award Agreement
relating to any Award, then the Expiration Date of such Award shall be the day
prior to the tenth anniversary of the Granting Date of such Award.
Notwithstanding the preceding sentences, if the person to whom any Incentive
Stock Option is granted owns, on the Granting Date of such Option, stock
possessing more than ten percent of the total combined voting power of all
classes of stock of the Company (or of any parent or Subsidiary of the Company
in existence on the Granting Date of such Option), and if no expiration date is
specified in the Award Agreement relating to such Option, then the Expiration
Date of such Option shall be the day prior to the fifth anniversary of the
Granting Date of such Option.

"Grantee" has the meaning such term is given in Article 3 of this
Plan.

"Granting Date" has the meaning such term is given in Section 4.2 of
this Plan.

"Holder" has the meaning such term is given in Section 5.3 of this
Plan.

"Incentive Stock Option" means an incentive stock option, as defined
in Code Section 422, which is granted pursuant to this Plan.

"Option" has the meaning such term is given in Section 4.3 of this
Plan.

"Plan" has the meaning such term is given in Section 1.1 of this Plan.

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"Securities Act" at any given time shall consist of: (i) the
Securities Act of 1933 as constituted at the given time; (ii) any other law or
laws promulgated prior to the given time by the United States Government which
are in effect at the given time and which regulate or govern any matters at any
time regulated or governed by the Securities Act of 1933; (iii) all
regulations, rules, registration forms and other governmental pronouncements
issued under the laws specified in clauses (i) and (ii) of this sentence which
are in effect at the given time; and (iv) all interpretations by any
governmental agency or authority of the things specified in clause (i), (ii) or
(iii) of this sentence which are in effect at the given time. Whenever any
provision of this Plan requires that any action be taken in compliance with any
provision of the Securities Act, such provision shall be deemed to require
compliance with the Securities Act as constituted at the time such action takes
place.

"Share" means a share of Common Stock.

"Subsidiary" means any corporation, partnership, limited liability
company or other business organization in which the Company owns, directly or
indirectly, 50% or more of the total combined voting power of all classes of
securities of such business organization.

10.2 Headings. Section headings used in this Plan are for
convenience only, do not constitute a part of this Plan and shall not be deemed
to limit, characterize or affect in any way any provisions of this Plan. All
provisions in this Plan shall be construed as if no headings had been used in
this Plan.

10.3 Severability.

(a) General. Whenever possible, each provision in this Plan and
in every Award at any time granted under this Plan shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Plan or any Award at any time granted under this Plan is held to be
prohibited by or invalid under applicable law, then (i) such provision shall be
deemed amended to accomplish the objectives of the provision as originally
written to the fullest extent permitted by law and (ii) all other provisions of
this Plan and every Award at any time granted under this Plan shall remain in
full force and effect.

(b) Incentive Stock Options. Whenever possible, each provision in
this Plan and in every Award at any time granted under this Plan which is
evidenced by an Award Agreement which expressly states such Option is intended
to constitute an Incentive Stock Option under Code Section 422 (an "intended
ISO") shall be interpreted in such manner as to entitle such intended ISO to
the tax treatment afforded by the Code to Options which do constitute Incentive
Stock Options under Code Section 422, but if any provision of this Plan or any
intended ISO at any time granted under this Plan is held to be contrary to the
requirements necessary to entitle such intended ISO to the tax treatment
afforded by the Code to Options which do constitute Incentive Stock Options
under Code Section 422, then (i) such provision shall be deemed to have
contained from the outset such language as shall be necessary to entitle such
intended ISO to the tax treatment afforded by the Code to Options which do
constitute Incentive Stock Options under Code Section 422, and (ii) all other
provisions of this Plan and such intended ISO shall remain in full force and
effect. If any Award Agreement covering an intended ISO granted under this
Plan does not explicitly include any terms required to entitle such intended
ISO to the tax treatment afforded by the Code to Options which do constitute
Incentive Stock Options under Code Section 422, then all such terms shall be
deemed implicit in the intention to afford such treatment to such Option and
such Option shall be deemed to have been granted subject to all such terms.

10.4 No Strict Construction. No rule of strict construction shall
be applied against the Company, the Committee or any other person in the
interpretation of any of the terms of this Plan, any Award or any rule or
procedure established by the Committee.

10.5 Choice of Law. This Plan and all documents contemplated
hereby, and all remedies in connection therewith and all questions or
transactions relating thereto, shall be construed in accordance with and
governed by the internal laws of the State of Delaware.

10.6 Tax Consequences. Tax consequences from the purchase and sale
of Shares may differ among grantees under this Plan. Each grantee of an Award
should discuss specific tax questions regarding participation in this Plan with
his or her own tax advisor.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law ("Section 145")
permits indemnification of directors, officers, agents and controlling persons
of a corporation under certain conditions and subject to certain limitations.
The Certificate limits the liability of Directors to the fullest extent
permitted by the Delaware General Corporation Law. In addition, the Certificate
provides that the Corporation shall indemnify Directors and officers of the
Corporation to the fullest extent permitted by such law. The Certificate
further specifies procedures for such indemnification. Section 145 also
empowers the Registrant to purchase and maintain insurance that protects its
officers, directors, employees and agents against any liabilities incurred in
connection with their service in such positions. The Partnership currently
maintains such insurance and the Corporation anticipates entering into such
arrangements prior to the Conversion.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits:

<TABLE>
<S> <C>
2.1 Agreement and Plan of Merger, dated as of January 26, 1998 between the Registrant and
Huntway Partners, L.P. (the "Partnership") (incorporated by reference to Exhibit A to the
Proxy Statement/Prospectus included in this Registration Statement).

3.1 Certificate of Incorporation of the Registrant.*

3.2 By-laws of the Registrant.*

4.1 Deposit Agreement by and among the Partnership, Bankers Trust Company and Huntway Managing
Partner, L.P. (incorporated by reference herein to Exhibit 4 of the Partnership's Annual
Report on Form 10-K, filed March 29, 1989, Commission file No. 1-10091).

5.1 Opinion of Kirkland & Ellis regarding legality of the shares of common stock being
registered.*

8.1 Opinion of Kirkland & Ellis regarding certain tax matters.*

10.1 Amended and Restated Agreement of Limited Partnership of the Partnership (incorporated by
reference herein to Exhibit A to the Prospectus included in the Partnership's Registration
Statement on Form S-1, filed September 26, 1988, Registration No. 33-24445).

10.2 Bylaws of the Partnership (incorporated by reference herein to Exhibit 3.2 of the
Partnership's Registration Statement on Form S-1, as amended by Amendment No. 2, filed
November 2, 1988, Registration No. 33-24445).

10.3 Amendment of Agreement of Limited Partnership of the Partnership dated as of December 20,
1989 (incorporated by reference herein to Exhibit 3.3 of the Partnership's Annual Report on
Form 10-K, filed March 30, 1990, Commission file No. 1-10091)

10.4 Amendment of Agreement of Limited Partnership of the Partnership dated as of December 12,
1996 (incorporated by reference herein to Appendix E of the Partnership's Consent
Solicitation and Disclosure Statement on Schedule 14A, filed October 15, 1996, Commission
file No. 1-10091).

10.5 Amended and Restated Agreement of Limited Partnership of Huntway Managing Partner, L.P.
dated as of December 22, 1989 (incorporated by reference herein to Exhibit 10.1 of the
Partnership's Annual Report on Form 10-K, filed March 30, 1990, Commission file No. 1-
10091).

10.6 Amended and Restated Agreement of Limited Partnership of Huntway Holdings, L.P. dated as of
December 22, 1989 (incorporated by reference herein to Exhibit 10.12 of the Partnership's
Annual Report on Form 10-K, filed March 30, 1990, Commission file No. 1-10091).
</TABLE>

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<PAGE> 54
<TABLE>
<S> <C>
10.7 Second Amended and Restated Agreement of Limited Partnership of Sunbelt Refining Company,
L.P. ("Sunbelt") (incorporated by reference herein to Exhibit 10.8 of the Partnership's
Annual Report on Form 10-K, filed March 30, 1990, Commission file No. 1-10091).

10.8 Sequencing and Amendatory Agreement dated as of October 31, 1997 between the Partnership,
Sunbelt and certain holders of the Partnership's equity and debt securities (incorporated by
reference to Exhibit 10.1 to the Partnership's Current Report on Form 8-K, filed
November 14, 1997, Commission file No. 1-10091).

10.9 Exchange and Purchase Agreement dated as of October 31, 1997 between the Partnership and
certain holders of the Partnership's equity and debt securities (incorporated by reference
to Exhibit 10.2 to the Partnership's Current Report on Form 8-K, filed November 14, 1997,
Commission file No. 1-10091).

10.10 Amended and Restated Registration Rights Agreement dated as of October 31, 1997 between the
Partnership and certain holders of the Partnership's equity and debt securities
(incorporated by reference to Exhibit 10.3 to the Partnership's Current Report on Form 8-K,
filed November 14, 1997, Commission file No. 1-10091).

10.11 Amended and Restated Ground Lease dated as of July 31, 1987 by and between Industrial
Asphalt and Huntway Refining Company (incorporated by reference herein to Exhibit 10.7 of
the Partnership's Registration Statement on Form S-1, filed September 26, 1988, Registration
No. 33-24445).

10.12 Amended and Restated Profit Sharing and Tax Deferred Savings Plan of the Partnership
(incorporated by reference herein to Exhibit 10.2 of the Partnership's Annual Report on Form
10-K, filed March 29, 1989, Commission file No. 1-10091).

10.13 Money Purchase Pension Plan of the Partnership (incorporated by reference herein to Exhibit
10.4 of the Partnership's Registration Statement on Form S-1, filed September 26, 1988,
Registration No. 33-24445).

10.14 Indenture dated as of December 12, 1996 between the Partnership and Fleet National Bank,
relating to the Partnership's 12% Senior Secured Notes Due 2005, including related security
documents, guaranties and forms of securities (Incorporated by reference herein to Exhibit
4.1 of the Partnership's Current Report on Form 8-K filed December 27, 1996, Commission File
No. 1-0091).

10.15 First Supplemental Indenture dated as of October 31, 1997 between the Partnership and Fleet
National Bank, relating to the Partnership's 12% Senior Secured Notes Due 2005.**

10.16 Second Supplemental Indenture dated as of November 30, 1997 between the Partnership and
Fleet National Bank, relating to the Partnership's 12% Senior Secured Notes Due 2005.**

10.17 Indenture dated as of December 12, 1996 between the Partnership and IBJ Schroder Bank &
Trust Company, relating to the Partnership's Junior Subordinated Notes Due 2005, including
the forms of security. (Incorporated by reference herein to Exhibit 4.2 of the Partnership's
Current Report on Form 8-K filed December 27, 1996, Commission File No. 1-0091).

10.18 First Supplemental Indenture between the Partnership and IBJ Schroder Bank & Trust Company
dated as of October 31, 1997 relating to the Partnership's Junior Subordinated Notes Due
2005.**

10.19 Indenture dated as of October 31, 1997 between the Partnership and State Street Bank and
Trust Company, as trustee ("State Street"), relating to the Partnership's 9 1/4% Senior
Subordinated Secured Convertible Notes due 2007 (incorporated by reference to Exhibit 4.1 to
the Partnership's Current Report on Form 8-K, filed November 14, 1997, Commission file No.
1-10091).

10.20 First Supplemental Indenture between the Partnership and State Street dated as of
January 14, 1998 relating to the Partnership's Senior Subordinated Secured Convertible
Notes Due 2007.**
</TABLE>

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<PAGE> 55
<TABLE>
<S> <C>
10.21 Letter of Credit and Reimbursement Agreement Dated as of June 22, 1993 between the
Partnership, Sunbelt and Bankers Trust Company (incorporated by reference herein to Exhibit
10.31 of the Partnership's Current Report on Form 8-K, filed July 13, 1993, Commission file
No. 1-10091).

10.22 First Amendment to Letter of Credit and Reimbursement Agreement dated as of December 12,
1996 between the Partnership, Sunbelt and Bankers Trust Company. (incorporated by
reference herein to Exhibit 10.17 of the Partnership's Annual Report on Form 10-K, filed
March 29, 1997, Commission file No. 1-10091).

10.23 Third Amendment to Letter of Credit and Reimbursement Agreement dated as of November 30,
1997 between the Partnership, Sunbelt and Bankers Trust Company.**
10.24 1996 Employee Incentive Option Plan of the Partnership dated as of December 12, 1996
(incorporated by reference herein to Appendix C of the Partnership's Consent Solicitation
and Disclosure Statement on Schedule 14A filed October 15, 1996. Commission file No. 1-
10091).

10.25 Indemnification Agreement dated as of November 9, 1988 (incorporated by reference herein to
Exhibit 10.12 of the Partnership's Annual Report on Form 10-K, filed March 29, 1989,
Commission file No. 1-10091).

10.26 Definitive Agreement between the Partnership and Reprise Holdings, L.P. dated as of May 3,
1990 (incorporated by reference herein to Exhibit 10.14 of the Partnership's Quarterly
Report on Form 10-Q, filed May 15, 1990, Commission file No. 1-10091) .

10.27 Termination Agreement (incorporated by reference herein to Exhibit 10.41 of the
Partnership's Current Report on Form 8-K, filed July 13, 1993, Commission file No. 1-10091).
10.28 Huntway Refining Company 1998 Stock Incentive Plan (incorporated by reference to Exhibit B
to the Proxy Statement/Prospectus included in this Registration Statement).

23.1 Consent of Kirkland & Ellis (included in its opinions filed as Exhibits 5.1 and 8.1 hereto).

23.2 Consent of Deloitte & Touche LLP.*

24 Powers of Attorney (included on the signature page).
99.1 Form of Proxy.*
</TABLE>

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

* Filed herewith.
** To be filed by amendment.

(b) Financial Statement Schedules:

Schedules are omitted because of the absence of conditions under which
they are required or because the required information is given in the financial
statements or notes thereto.

ITEM 22. UNDERTAKINGS

(1) The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:

(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which,

II-3
<PAGE> 56
individually or in the aggregate, represent a
fundamental change in the information set
forth in the registration statement;

(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement.

(b) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.

(c) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.

(2) The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the prospectus
pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of
receipt of such request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the registration statement
through the date of responding to the request.

(3) The undersigned registrant hereby undertakes to supply by
means of a post-effective amendment all information concerning a transaction,
and the company being acquired involved therein, that was not the subject of
and included in the registration statement when it became effective.

(4) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

(6) The undersigned registrant hereby undertakes that:

(a) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from
the prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this
registration statement as of the time it was declared
effective.

(b) For the purpose of determining any liability under
the Securities Act of 1933, each post- effective
amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to
the securities offered therein, and the offering of
such securities at that time shall be deemed to be
the initial bona fide offering thereof.

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<PAGE> 57
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in Newhall,
California on January 28, 1998.

Huntway Refining Company

By: /S/ JUAN Y. FORSTER
------------------------------
Juan Y. Forster
President and Chief Executive
Officer

* * * *

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities set forth below on January 28, 1998. Each person
whose signature appears below in so signing also makes, constitutes and
appoints Juan Y. Forster and Warren J. Nelson, and each of them acting alone,
his true and lawful attorney-in-fact, with full power of substitution, for him
in any and all capacities, to execute and cause to be filed with the Securities
and Exchange Commission any or all amendments and post-effective amendments to
this Registration Statement, with exhibits thereto and other documents in
connection therewith, and hereby ratifies and confirms all that said
attorney-in-fact or his substitute or substitutes may do or cause to be done by
virtue hereof.

* * * *

Signature Capacity
--------- --------

/S/ JUAN Y. FORSTER President and Chief Executive Officer,
- --------------------- Director
Juan Y. Forster

/S/ WARREN J. NELSON Executive Vice President and Chief Financial
- ---------------------- and Accounting Officer
Warren J. Nelson

/S/ JUSTIN S. HUSCHER Director
- ----------------------
Justin J. Huscher

/S/ HARRIS KAPLAN Director
- ----------------------
Harris Kaplan

/S/ MAC MCFARLAND Director
- ----------------------
Mac McFarland

/S/ SAMUEL M. MENCOFF Director
- ----------------------
Samuel M. Mencoff

/S/ RICHARD SPENCER Director
- ----------------------
Richard Spencer

<PAGE> 58
EXHIBIT INDEX

3.1 Certificate of Incorporation of the Registrant.*

3.2 By-laws of the Registrant.*

5.1 Opinion of Kirkland & Ellis regarding legality of the shares of common stock being
registered.*

8.1 Opinion of Kirkland & Ellis regarding certain tax matters.*

10.7 Second Amended and Restated Agreement of Limited Partnership of Sunbelt Refining Company,
L.P. ("Sunbelt") (incorporated by reference herein to Exhibit 10.8 of the Partnership's
Annual Report on Form 10-K, filed March 30, 1990, Commission file No. 1-10091).

<PAGE> 59
<TABLE>
<S> <C>
10.11 Amended and Restated Ground Lease dated as of July 31, 1987 by and between Industrial
Asphalt and Huntway Refining Company (incorporated by reference herein to Exhibit 10.7 of
the Partnership's Registration Statement on Form S-1, filed September 26, 1988, Registration
No. 33-24445).

10.15 First Supplemental Indenture dated as of October 31, 1997 between the Partnership and Fleet
National Bank, relating to the Partnership's 12% Senior Secured Notes Due 2005.**

10.16 Second Supplemental Indenture dated as of November 30, 1997 between the Partnership and
Fleet National Bank, relating to the Partnership's 12% Senior Secured Notes Due 2005.**

10.18 First Supplemental Indenture between the Partnership and IBJ Schroder Bank & Trust Company
dated as of October 31, 1997 relating to the Partnership's Junior Subordinated Notes Due
2005.**

10.20 First Supplemental Indenture between the Partnership and State Street dated as of
January 14, 1998 relating to the Partnership's Senior Subordinated Secured Convertible
Notes Due 2007.**

10.21 Letter of Credit and Reimbursement Agreement Dated as of June 22, 1993 between the
Partnership, Sunbelt and Bankers Trust Company (incorporated by reference herein to Exhibit
10.31 of the Partnership's Current Report on Form 8-K, filed July 13, 1993, Commission file
No. 1-10091).

10.23 Third Amendment to Letter of Credit and Reimbursement Agreement dated as of November 30,
1997 between the Partnership, Sunbelt and Bankers Trust Company.**

10.24 1996 Employee Incentive Option Plan of the Partnership dated as of December 12, 1996
(incorporated by reference herein to Appendix C of the Partnership's Consent Solicitation
and Disclosure Statement on Schedule 14A filed October 15, 1996. Commission file No. 1-
10091).

</TABLE>

10.27 Termination Agreement (incorporated by reference herein to Exhibit 10.41 of the
Partnership's Current Report on Form 8-K, filed July 13, 1993, Commission file No. 1-10091).

10.28 Huntway Refining Company 1998 Stock Incentive Plan (incorporated by reference to Exhibit B
to the Proxy Statement/Prospectus included in this Registration Statement).

23.1 Consent of Kirkland & Ellis (included in its opinions filed as Exhibits 5.1 and 8.1 hereto).

23.2 Consent of Deloitte & Touche LLP.*

24 Powers of Attorney (included on the signature page).

99.1 Form of Proxy.*
- --------------
</TABLE>
* Filed herewith.
** To be filed by amendment.

<PAGE> 1
EXHIBIT 3.1

CERTIFICATE OF INCORPORATION

HUNTWAY REFINING COMPANY

ARTICLE I - Name

The name of the corporation is Huntway Refining Company (hereinafter referred
to as the "Corporation").

ARTICLE II - Registered Office

The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle 19801. The name of the registered agent of the Corporation at that
address is The Corporation Trust Company.

ARTICLE III - Purpose

The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware (the "Delaware General Corporation
Law").

ARTICLE IV - Capital Stock

Part A. General. The maximum number of shares of capital
stock that the Corporation is authorized to have outstanding at any one time is
76,000,000 shares, consisting of: (i) 1,000,000 shares of Preferred Stock, par
value $.01 per share (the "Preferred Stock"); and (ii) 75,000,000 shares of
Common Stock, par value $.01 per share (the "Common Stock").

Part B. Preferred Stock. Authority is hereby expressly
vested in the Board of Directors of the Corporation, subject to the provisions
of this ARTICLE IV and to the limitations prescribed by law, to authorize the
issuance from time to time of one or more series of Preferred Stock. The
authority of the Board of Directors with respect to each series shall include,
but not be limited to, the determination or fixing of the following by
resolution or resolutions adopted by the affirmative vote of a majority of the
total number of the Directors then in office:

(1) The designation of such series;
<PAGE> 2
(2) The dividend rate of such series, the conditions and
dates upon which such dividends shall be payable, the relation which such
dividends shall bear to the dividends payable on any other class or classes or
series of the Corporation's capital stock and whether such dividends shall be
cumulative or non-cumulative;

(3) Whether the shares of such series shall be subject to
redemption for cash, property or rights, including securities of any other
entity, by the Corporation or upon the happening of a specified event and, if
made subject to any such redemption, the times or events, prices, rates,
adjustments and other terms and conditions of such redemptions;

(4) The terms and amount of any sinking fund provided for
the purchase or redemption of the shares of such series;

(5) Whether or not the shares of such series shall be
convertible into, or exchangeable for, at the option of either the holder or
the Corporation or upon the happening of a specified event, shares of any other
class or classes or of any other series of the same class of the Corporation's
capital stock and, if provision be made for conversion or exchange, the times
or events, prices, rates, adjustments and other terms and conditions of such
conversions or exchanges;

(6) The restrictions, if any, on the issue or reissue of
any additional Preferred Stock;

(7) The rights of the holders of the shares of such
series upon the voluntary or involuntary liquidation, dissolution or winding up
of the Corporation; and

(8) The provisions as to voting, optional and/or other
special rights and preferences, if any, including, without limitation, the
right to elect one or more Directors.

Part C. Common Stock. Except as otherwise provided by the
Delaware General Corporation Law or this Certificate of Incorporation (the
"Certificate"), the holders of Common Stock (i) subject to the rights of
holders of any series of Preferred Stock, shall share ratably in all dividends
payable in cash, stock or otherwise and other distributions, whether in respect
of liquidation or dissolution (voluntary or involuntary) or otherwise and (ii)
are subject to all the powers, rights, privileges, preferences and priorities
of any series of Preferred Stock as provided herein or in any resolution or
resolutions adopted by the Board of Directors pursuant to authority expressly
vested in it by the provisions of Part B of this ARTICLE IV.

(1) The Common Stock shall not be convertible into, or
exchangeable for, shares of any other class or classes or of any other series
of the same class of the Corporation's capital stock.

(2) No holder of Common Stock shall have any preemptive,
subscription, redemption, conversion or sinking fund rights with respect to the
Common Stock, or to any obligations convertible (directly or indirectly) into
stock of the Corporation, whether now or hereafter authorized.

-2-

<PAGE> 3
(3) Except as otherwise provided by the Delaware General
Corporation Law or the Certificate and subject to the rights of holders of any
series of Preferred Stock, all of the voting power of the stockholders of the
Corporation shall be vested in the holders of the Common Stock, and each holder
of Common Stock shall have one vote for each share held by such holder on all
matters voted upon by the stockholders of the Corporation.

ARTICLE V - Existence

The Corporation is to have perpetual existence.

ARTICLE VI - By-laws

In furtherance and not in limitation of the powers conferred
by the Delaware General Corporation Law, the Board of Directors of the
Corporation is expressly authorized to make, alter, amend, change, add to or
repeal the By-laws of the Corporation by the affirmative vote of a majority of
the total number of Directors then in office. Subject to any more restrictive
provisions of the By-laws of the Corporation in effect from time to time, any
alteration or repeal of the By-laws of the Corporation by the stockholders of
the Corporation shall require the affirmative vote of at least a majority of
the voting power of the then outstanding shares of capital stock of the
Corporation entitled to vote on such alteration or repeal.

ARTICLE VII - Stockholders and Directors

Part A. Stockholder Action. Election of Directors need not
be by written ballot unless the By-laws of the Corporation so provide. Subject
to any rights of holders of any series of Preferred Stock, from and after the
date on which the Common Stock is registered pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), (i) any action required
or permitted to be taken by the stockholders of the Corporation must be
effected at an annual or special meeting of stockholders of the Corporation and
may not be effected in lieu thereof by any consent in writing by such
stockholders, (ii) special meetings of stockholders of the Corporation may be
called only by either the Board of Directors pursuant to a resolution adopted
by the affirmative vote of the majority of the total number of Directors then
in office or by the chief executive officer of the Corporation and (iii)
advance notice of stockholder nominations of persons for election to the Board
of Directors of the Corporation and of business to be brought before any annual
meeting of the stockholders by the stockholders of the Corporation shall be
given in the manner provided in the By-laws of the Corporation.

Part B. Number of Directors and Term of Office. The number of
Directors which shall constitute the Board of Directors of the Corporation
prior to the annual election of Directors by the stockholders of the
Corporation in 1998 shall be one. Subject to any rights of holders of any
series of Preferred Stock to elect additional Directors under specified
circumstances, the number of Directors which shall thereafter constitute the
Board of Directors of the Corporation shall be fixed from time to time in the
manner set forth in the By-laws of the Corporation. Effective with the annual
election of Directors by the stockholders of the Corporation in 1998, the
Directors

-3-

<PAGE> 4
of the Corporation shall be divided into three classes: Class I, Class II and
Class III. Membership in each class shall be as nearly equal in number as
possible. The term of office of the initial Class I Directors shall expire at
the annual election of Directors by the stockholders of the Corporation in
1999, the term of office of the initial Class II Directors shall expire at the
annual election of Directors by the stockholders of the Corporation in 2000 and
the term of office of the initial Class III Directors shall expire at the
annual election of Directors by the stockholders of the Corporation in 2001, or
thereafter when their respective successors in each case are elected by the
stockholders and qualified, subject however, to prior death, resignation,
retirement, disqualification or removal from office for cause. At each annual
election of Directors by the stockholders of the Corporation beginning in 1999,
the Directors chosen to succeed those whose terms then expire shall be
identified as being of the same class as the Directors they succeed and shall
be elected for a term expiring at the third succeeding annual election of
Directors by the stockholders of the Corporation, or thereafter when their
respective successors in each case are elected by the stockholders and
qualified. If the number of Directors is changed, any increase or decrease
shall be apportioned among the classes so as to maintain the number of
Directors in each class as nearly equal as possible, and any additional
Director of any class elected to fill a vacancy resulting from an increase in
such class shall hold office for a term that shall coincide with the remaining
term of that class, but in no case shall a decrease in the number of Directors
shorten the term of any incumbent Director.

Part C. Removal and Resignation. No Director may be removed
from office without cause and without the affirmative vote of the holders of a
majority of the voting power of the then outstanding shares of capital stock of
the Corporation entitled to vote generally in the election of Directors voting
together as a single class; provided, however, that if the holders of any class
or series of capital stock are entitled by the provisions of this Certificate
(it being understood that any references to this Certificate shall include any
duly authorized certificate of designation) to elect one or more Directors,
such Director or Directors so elected may be removed without cause only by the
vote of the holders of a majority of the outstanding shares of that class or
series entitled to vote. Any Director may resign at any time upon written
notice to the Corporation.

Part D. Vacancies and Newly Created Directorships. Subject
to any rights of holders of any series of Preferred Stock to fill such newly
created Directorships or vacancies, any newly created Directorships resulting
from any increase in the authorized number of Directors and any vacancies in
the Board of Directors resulting from death, resignation, disqualification or
removal from office shall, unless otherwise provided by law or by resolution
approved by the affirmative vote of a majority of the total number of Directors
then in office, be filled only by resolution approved by the affirmative vote
of a majority of the total number of Directors then in office. Any Director so
chosen shall hold office until the next election of the class for which such
Director shall have been chosen, and until his successor shall have been duly
elected and qualified, unless he shall resign, die, become disqualified or be
removed for cause.

ARTICLE VIII - General Provisions

Part A. Dividends. The Board of Directors shall have
authority from time to time to set apart out of any assets of the Corporation
otherwise available for dividends a reserve or reserves as working capital or
for any other purpose or purposes, and to abolish or add to any such

-4-

<PAGE> 5
reserve or reserves from time to time as said Board may deem to be in the
interest of the Corporation; and said Board shall likewise have power to
determine in its discretion, except as herein otherwise provided, what part of
the assets of the Corporation available for dividends in excess of such reserve
or reserves shall be declared in dividends and paid to the stockholders of the
Corporation.

Part B. Issuance of Stock. The shares of all classes of
stock of the Corporation may be issued by the Corporation from time to time for
such consideration as from time to time may be fixed by the Board of Directors
of the Corporation, provided that shares of stock having a par value shall not
be issued for a consideration less than such par value, as determined by the
Board. At any time, or from time to time, the Corporation may grant rights or
options to purchase from the Corporation any shares of its stock of any class
or classes for such period of time, for such consideration, upon such terms and
conditions, and in such form as the Board of Directors may determine. The
Board of Directors shall have authority, as provided by law, to determine that
only a part of the consideration which shall be received by the Corporation for
the shares of its stock which it shall issue from time to time shall be
capital; provided, however, that, if all the shares issued shall be shares
having a par value, the amount of the part of such consideration so determined
to be capital shall be equal to the aggregate par value of such shares. The
excess, if any, at any time, of the total net assets of the Corporation over
the amount so determined to be capital, as aforesaid, shall be surplus.

The Board of Directors is hereby expressly authorized, in its
discretion, in connection with the issuance of any obligations or stock of the
Corporation (but without intending hereby to limit its general power so to do
in other cases), to grant rights or options to purchase stock of the
Corporation of any class upon such terms and during such period as the Board of
Directors shall determine, and to cause such rights to be evidenced by such
warrants or other instruments as it may deem advisable.

Part C. Inspection of Books and Records. The Board of
Directors shall have power from time to time to determine to what extent and at
what times and places and under what conditions and regulations the accounts
and books of the Corporation, or any of them, shall be open to the inspection
of the stockholders; and no stockholder shall have any right to inspect any
account or book or document of the Corporation, except as conferred by the laws
of the State of Delaware, unless and until authorized so to do by resolution of
the Board of Directors or of the stockholders of the Corporation.

Part D. Location of Meetings, Books and Records. Except as
otherwise provided in the By-laws, the stockholders of the Corporation and the
Board of Directors may hold their meetings and have an office or offices
outside of the State of Delaware and, subject to the provisions of the laws of
said State, may keep the books of the Corporation outside of said State at such
places as may, from time to time, be designated by the Board of Directors.

-5-

<PAGE> 6
ARTICLE IX - Amendments

The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate in the manner now or
hereinafter prescribed herein and by the laws of the State of Delaware, and all
rights conferred upon stockholders herein are granted subject to this
reservation. Notwithstanding anything contained in this Certificate to the
contrary, Parts A, B and C of ARTICLE IV, ARTICLE VII, ARTICLE X, and this
ARTICLE IX of this Certificate shall not be altered, amended or repealed and no
provision inconsistent therewith shall be adopted without the affirmative vote
of the holders of at least 66 2/3% of the voting power of the then outstanding
shares of capital stock of the Corporation entitled to vote on such alteration,
amendment, repeal or provision, voting together as a single class (other than
any alteration or amendment to Part A of ARTICLE IV that increases the
authorized number of shares of Preferred Stock or Common Stock).

ARTICLE X - Liability

Part A. Limitation of Liability.

(1) To the fullest extent permitted by the Delaware
General Corporation Law as it now exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits
the Corporation to provide broader indemnification rights than permitted prior
thereto), and except as otherwise provided in the Corporation's By-laws, no
Director of the Corporation shall be liable to the Corporation or its
stockholders for monetary damages arising from a breach of fiduciary duty owed
to the Corporation or its stockholders.

(2) Any repeal or modification of the foregoing paragraph
by the stockholders of the Corporation shall not adversely affect any right or
protection of a Director of the Corporation existing at the time of such repeal
or modification.

Part B. Right to Indemnification. Each person who was or is
made a party or is threatened to be made a party to or is otherwise involved
(including involvement as a witness) in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding"), by reason of
the fact that he or she is or was a Director or officer of the Corporation or,
while a Director or officer of the Corporation, is or was serving at the
request of the Corporation as a Director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (an "indemnitee"),
whether the basis of such proceeding is alleged action in an official capacity
as a Director or officer or in any other capacity while serving as a Director
or officer, shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than permitted prior thereto), against all
expense, liability and loss (including attorneys' fees, judgments, fines,
excise taxes or penalties and amounts paid in settlement) reasonably incurred
or suffered by such indemnitee in connection therewith and such indemnification
shall continue as to an indemnitee who has ceased to be a Director, officer,
employee or agent and shall inure to the benefit of the indemnitee's heirs,
executors and

-6-

<PAGE> 7
administrators; provided, however, that, except as provided in Part C of this
ARTICLE X with respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee in connection with a proceeding
(or part thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation. The
right to indemnification conferred in this Part B of this ARTICLE X shall be a
contract right and shall include the obligation of the Corporation to pay the
expenses incurred in defending any such proceeding in advance of its final
disposition (an "advance of expenses"); provided, however, that, if and to the
extent that the Delaware General Corporation Law requires, an advance of
expenses incurred by an indemnitee in his or her capacity as a Director or
officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Corporation of an undertaking (an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this Part
B or otherwise. The Corporation may, by action of its Board of Directors,
provide indemnification to employees and agents of the Corporation with the
same or lesser scope and effect as the foregoing indemnification of Directors
and officers.

Part C. Procedure for Indemnification. Any indemnification
of a Director or officer of the Corporation or advance of expenses under Part B
of this ARTICLE X shall be made promptly, and in any event within forty-five
days (or, in the case of an advance of expenses, twenty days), upon the written
request of the Director or officer. If a determination by the Corporation that
the Director or officer is entitled to indemnification pursuant to this ARTICLE
X is required, and the Corporation fails to respond within sixty days to a
written request for indemnity, the Corporation shall be deemed to have approved
the request. If the Corporation denies a written request for indemnification
or advance of expenses, in whole or in part, or if payment in full pursuant to
such request is not made within forty-five days (or, in the case of an advance
of expenses, twenty days), the right to indemnification or advances as granted
by this ARTICLE X shall be enforceable by the Director or officer in any court
of competent jurisdiction. Such person's costs and expenses incurred in
connection with successfully establishing his or her right to indemnification,
in whole or in part, in any such action shall also be indemnified by the
Corporation. It shall be a defense to any such action (other than an action
brought to enforce a claim for the advance of expenses where the undertaking
required pursuant to Part B of this ARTICLE X, if any, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which make
it permissible under the Delaware General Corporation Law for the Corporation
to indemnify the claimant for the amount claimed, but the burden of such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel or its
stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct. The procedure for
indemnification of other employees and agents for whom indemnification is
provided pursuant to Part B of this ARTICLE X shall be the same procedure set
forth in this Part C for Directors or

-7-

<PAGE> 8
officers, unless otherwise set forth in the action of the Board of Directors
providing indemnification for such employee or agent.

Part D. Insurance. The Corporation may purchase and maintain
insurance on its own behalf and on behalf of any person who is or was a
Director, officer, employee or agent of the Corporation or was serving at the
request of the Corporation as a Director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss asserted against him or her and incurred by him or
her in any such capacity, whether or not the Corporation would have the power
to indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.

Part E. Service for Subsidiaries. Any person serving
as a Director, officer, employee or agent of another corporation, partnership,
limited liability company, joint venture or other enterprise, at least 50% of
whose equity interests are owned by the Corporation (a "subsidiary" for
purposes of this ARTICLE X) shall be conclusively presumed to be serving in
such capacity at the request of the Corporation.

Part F. Reliance. Persons who after the date of the
adoption of this provision become or remain Directors or officers of the
Corporation or who, while a Director or officer of the Corporation, become or
remain a Director, officer, employee or agent of a subsidiary, shall be
conclusively presumed to have relied on the rights to indemnity, advance of
expenses and other rights contained in this ARTICLE X in entering into or
continuing such service. The rights to indemnification and to the advance of
expenses conferred in this ARTICLE X shall apply to claims made against an
indemnitee arising out of acts or omissions which occurred or occur both prior
and subsequent to the adoption hereof.

Part G. Non-Exclusivity of Rights. The rights to
indemnification and to the advance of expenses conferred in this ARTICLE X
shall not be exclusive of any other right which any person may have or
hereafter acquire under this Certificate or under any statute, by-law,
agreement, vote of stockholders or disinterested Directors or otherwise.

ARTICLE XI - Business Combinations

The Corporation expressly elects to be governed by Section 203
of the Delaware General Corporation Law.

-8-

<PAGE> 1
EXHIBIT 3.2

BY-LAWS

HUNTWAY REFINING COMPANY

A Delaware Corporation

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of Huntway
Refining Company (the "Corporation") in the State of Delaware shall be located
at 1209 Orange Street, in the City of Wilmington, County of New Castle 19801.
The name of the Corporation's registered agent at such address shall be The
Corporation Trust Company. The registered office and/or registered agent of
the Corporation may be changed from time to time by action of the Board of
Directors.

Section 2. Other Offices. The Corporation may also have offices at
such other places, both within and without the State of Delaware, as the Board
of Directors may from time to time determine or the business of the Corporation
may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Annual Meeting. An annual meeting of the stockholders
shall be held each year within 150 days after the close of the immediately
preceding fiscal year of the Corporation or at such other time specified by the
Board of Directors for the purpose of electing Directors and conducting such
other proper business as may come before the annual meeting. At the annual
meeting, stockholders shall elect Directors and transact such other business as
properly may be brought before the annual meeting pursuant to Section 11 of
this ARTICLE II.

Section 2. Special Meetings. Special meetings of the stockholders
may only be called in the manner provided in the Certificate of Incorporation.

Section 3. Place of Meetings. The Board of Directors may designate
any place, either within or without the State of Delaware, as the place of
meeting for any annual meeting or for any special meeting. If no designation
is made, or if a special meeting be otherwise called, the place of meeting
shall be the principal executive office of the Corporation. If for any reason
any annual meeting shall not be held during any year, the business thereof may
be transacted at any special meeting of the stockholders.
<PAGE> 2
Section 4. Notice. Whenever stockholders are required or permitted
to take action at a meeting, written or printed notice stating the place, date,
time and, in the case of special meetings, the purpose or purposes, of such
meeting, shall be given to each stockholder entitled to vote at such meeting
not less than 10 nor more than 60 days before the date of the meeting. All
such notices shall be delivered, either personally or by mail, by or at the
direction of the Board of Directors, the chairman of the board, the president
or the secretary, and if mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, postage prepaid, addressed to the
stockholder at his, her or its address as the same appears on the records of
the Corporation. Attendance of a person at a meeting shall constitute a waiver
of notice of such meeting, except when the person attends for the express
purpose of objecting at the beginning of the meeting to the transaction of any
business because the meeting is not lawfully called or convened.

Section 5. Stockholders List. The officer having charge of the stock
ledger of the Corporation shall make, at least 10 days before every meeting of
the stockholders, a complete list of the stockholders entitled to vote at such
meeting arranged in alphabetical order, showing the address of each stockholder
and the number of shares registered in the name of each stockholder. Such list
shall be open to the examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of at least 10 days
prior to the meeting, either at a place within the city where the meeting is to
be held, which place shall be specified in the notice of the meeting or, if not
so specified, at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

Section 6. Quorum. The holders of a majority of the outstanding
shares of capital stock entitled to vote, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders, except as
otherwise provided by the General Corporation Law of the State of Delaware or
by the Certificate of Incorporation. If a quorum is not present, the holders
of a majority of the shares present in person or represented by proxy at the
meeting, and entitled to vote at the meeting, may adjourn the meeting to
another time and/or place. When a specified item of business requires a vote
by a class or series (if the Corporation shall then have outstanding shares of
more than one class or series) voting as a class or series, the holders of a
majority of the shares of such class or series shall constitute a quorum (as to
such class or series) for the transaction of such item of business.

Section 7. Adjourned Meetings. When a meeting is adjourned to
another time and place, notice need not be given of the adjourned meeting if
the time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting the Corporation may transact
any business which might have been transacted at the original meeting. If the
adjournment is for more than 30 days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote at the meeting.

Section 8. Vote Required. When a quorum is present, the affirmative
vote of the majority of shares present in person or represented by proxy at the
meeting and entitled to vote on the subject matter shall be the act of the
stockholders, unless (i) by express provisions of an applicable law or

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of the Certificate of Incorporation a different vote is required, in which case
such express provision shall govern and control the decision of such question,
or (ii) the subject matter is the election of Directors, in which case Section
2 of ARTICLE III hereof shall govern and control the approval of such subject
matter.

Section 9. Voting Rights. Except as otherwise provided by the
General Corporation Law of the State of Delaware, the Certificate of
Incorporation or these By-laws, every stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of
common stock held by such stockholder.

Section 10. Proxies. Each stockholder entitled to vote at a meeting
of stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him or her
by proxy, but no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the Corporation generally. Any proxy is suspended when the person
executing the proxy is present at a meeting of stockholders and elects to vote,
except that when such proxy is coupled with an interest and the fact of the
interest appears on the face of the proxy, the agent named in the proxy shall
have all voting and other rights referred to in the proxy, notwithstanding the
presence of the person executing the proxy. At each meeting of the
stockholders, and before any voting commences, all proxies filed at or before
the meeting shall be submitted to and examined by the secretary or a person
designated by the secretary, and no shares may be represented or voted under a
proxy that has been found to be invalid or irregular.

Section 11. Business Brought Before an Annual Meeting. At an annual
meeting of the stockholders, only such business shall be conducted as shall
have been properly brought before the meeting. To be properly brought before
an annual meeting, business must be (i) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the Board of Directors,
(ii) brought before the meeting by or at the direction of the Board of
Directors or (iii) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing
to the secretary of the Corporation. To be timely, a stockholder's notice must
be delivered to or mailed and received at the principal executive offices of
the Corporation, not less than 60 days nor more than 90 days prior to the
meeting; provided, however, that in the event that less than 70 days' notice or
prior public announcement of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the 10th day following the date on which
such notice of the date of the annual meeting was mailed or such public
announcement was made. A stockholder's notice to the secretary shall set forth
as to each matter the stockholder proposes to bring before the annual meeting
(i) a brief description of the business desired to be brought before the annual
meeting, (ii) the name and address, as they appear on the Corporation's books,
of the stockholder proposing such business, (iii) the class and number of
shares of the Corporation which are beneficially owned by the stockholder and
(iv) any material interest of the stockholder in such business.
Notwithstanding anything in these By-laws to the

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contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this section. The presiding
officer of an annual meeting shall, if the facts warrant, determine and declare
to the meeting that business was not properly brought before the meeting and in
accordance with the provisions of this section; if he should so determine, he
shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted. For purposes of this section,
"public announcement" shall mean disclosure in a press release reported by Dow
Jones News Service, Associated Press or a comparable national news service.
Nothing in this section shall be deemed to affect any rights of stockholders to
request inclusion of proposals in the Corporation's proxy statement pursuant to
Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act").

ARTICLE III

Directors

Section 1. General Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors. In addition to such powers as are herein and in the Certificate of
Incorporation expressly conferred upon it, the Board of Directors shall have
and may exercise all the powers of the Corporation, subject to the provisions
of the laws of Delaware, the Certificate of Incorporation and these By-laws.

Section 2. Number, Election and Term of Office. Subject to the
provisions of the Certificate of Incorporation and to any rights of the holders
of any series of Preferred Stock to elect additional Directors under specified
circumstances, the number of Directors which shall constitute the Board of
Directors shall be fixed from time to time by resolution adopted by the
affirmative vote of a majority of the total number of Directors then in office.
The Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote
in the election of Directors; provided that, whenever the holders of any class
or series of capital stock of the Corporation are entitled to elect one or more
Directors pursuant to the provisions of the Certificate of Incorporation of the
Corporation (including, but not limited to, for purposes of these By-laws,
pursuant to any duly authorized certificate of designation), such Directors
shall be elected by a plurality of the votes of such class or series present in
person or represented by proxy at the meeting and entitled to vote in the
election of such Directors. The Directors shall be elected and shall hold
office only in the manner provided in the Certificate of Incorporation.

Section 3. Removal and Resignation. No Director may be removed from
office without cause and without the affirmative vote of the holders of a
majority of the voting power of the then outstanding shares of capital stock
entitled to vote generally in the election of Directors voting together as a
single class; provided, however, that if the holders of any class or series of
capital stock are entitled by the provisions of the Certificate of
Incorporation (it being understood that any references to the Certificate of
Incorporation shall include any duly authorized certificate of designation) to
elect one or more Directors, such Director or Directors so elected may be
removed without cause only by the vote of the holders of a majority of the
outstanding shares of that class or series entitled to vote. Any Director may
resign at any time upon written notice to the Corporation.

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Section 4. Vacancies. Vacancies and newly created directorships
resulting from any increase in the total number of Directors may be filled only
in the manner provided in the Certificate of Incorporation.

Section 5. Nominations.

(a) Only persons who are nominated in accordance with the
procedures set forth in these By-laws shall be eligible to serve as Directors.
Nominations of persons for election to the Board of Directors of the
Corporation may be made at a meeting of stockholders (i) by or at the direction
of the Board of Directors or (ii) by any stockholder of the Corporation who was
a stockholder of record at the time of giving of notice provided for in this
By- law, who is entitled to vote generally in the election of Directors at the
meeting and who shall have complied with the notice procedures set forth below
in Section 5(b).

(b) In order for a stockholder to nominate a person for
election to the Board of Directors of the Corporation at a meeting of
stockholders, such stockholder shall have delivered timely notice of such
stockholder's intent to make such nomination in writing to the secretary of the
Corporation. To be timely, a stockholder's notice shall be delivered to or
mailed and received at the principal executive offices of the Corporation (i)
in the case of an annual meeting, not less than 60 nor more than 90 days prior
to the first anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting is changed by
more than 30 days from such anniversary date, notice by the stockholder to be
timely must be so received not later than the close of business on the 10th day
following the earlier of the day on which notice of the date of the meeting was
mailed or public disclosure of the meeting was made, and (ii) in the case of a
special meeting at which Directors are to be elected, not later than the close
of business on the 10th day following the earlier of the day on which notice of
the date of the meeting was mailed or public disclosure of the meeting was
made. Such stockholder's notice shall set forth (i) as to each person whom the
stockholder proposes to nominate for election as a Director at such meeting all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of Directors, or is otherwise required,
in each case pursuant to Regulation 14A under the Exchange Act (including such
person's written consent to being named in the proxy statement as a nominee and
to serving as a Director if elected); (ii) as to the stockholder giving the
notice (A) the name and address, as they appear on the Corporation's books, of
such stockholder and (B) the class and number of shares of the Corporation
which are beneficially owned by such stockholder and also which are owned of
record by such stockholder; and (iii) as to the beneficial owner, if any, on
whose behalf the nomination is made, (A) the name and address of such person
and (B) the class and number of shares of the Corporation which are
beneficially owned by such person. At the request of the Board of Directors,
any person nominated by the Board of Directors for election as a Director shall
furnish to the secretary of the Corporation that information required to be set
forth in a stockholder's notice of nomination which pertains to the nominee.

(c) No person shall be eligible to serve as a Director of
the Corporation unless nominated in accordance with the procedures set forth in
this section. The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by this section, and if he should so
determine, he shall

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so declare to the meeting and the defective nomination shall be disregarded. A
stockholder seeking to nominate a person to serve as a Director must also
comply with all applicable requirements of the Exchange Act, and the rules and
regulations thereunder with respect to the matters set forth in this section.

Section 6. Annual Meetings. The annual meeting of the Board of
Directors shall be held without other notice than this By-law immediately
after, and at the same place as, the annual meeting of stockholders.

Section 7. Other Meetings and Notice. Regular meetings, other than
the annual meeting, of the Board of Directors may be held without notice at
such time and at such place as shall from time to time be determined by
resolution of the Board of Directors. Special meetings of the Board of
Directors may be called by the chairman of the board, the president (if the
president is a Director) or, upon the written request of at least a majority of
the Directors then in office, the secretary of the Corporation on at least 24
hours notice to each Director, either personally, by telephone, by mail or by
telecopy.

Section 8. Chairman of the Board, Quorum, Required Vote and
Adjournment. The Board of Directors shall appoint from among the Directors, by
the affirmative vote of a majority of the total number of Directors then in
office, a chairman of the board, who shall preside at all meetings of the
stockholders and Board of Directors at which he or she is present. If the
chairman of the board is not present at a meeting of the stockholders or the
Board of Directors, the president (if the president is a Director and is not
also the chairman of the board) shall preside at such meeting, and, if the
president is not present at such meeting, a majority of the Directors present
at such meeting shall elect one of their members to so preside. A majority of
the total number of Directors then in office shall constitute a quorum for the
transaction of business. Unless by express provision of an applicable law, the
Certificate of Incorporation or these By-laws a different vote is required, the
vote of a majority of Directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors. If a quorum shall not be
present at any meeting of the Board of Directors, the Directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

Section 9. Committees. The Board of Directors may, by resolution
passed by a majority of the total number of Directors then in office, designate
one or more committees, each committee to consist of one or more of the
Directors of the Corporation, which to the extent provided in such resolution
or these By-laws shall have, and may exercise, the powers of the Board of
Directors in the management and affairs of the Corporation, except as otherwise
limited by law. The Board of Directors may designate one or more Directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. Such committee or committees shall
have such name or names as may be determined from time to time by resolution
adopted by the Board of Directors. Each committee shall keep regular minutes
of its meetings and report the same to the Board of Directors upon request.

Section 10. Committee Rules. Each committee of the Board of
Directors may fix its own rules of procedure and shall hold its meetings as
provided by such rules, except as may otherwise

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be provided by a resolution of the Board of Directors designating such
committee. Unless otherwise provided in such a resolution, the presence of at
least a majority of the members of the committee shall be necessary to
constitute a quorum.

Section 11. Communications Equipment. Members of the Board of
Directors or any committee thereof may participate in and act at any meeting of
such board or committee through the use of a conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear and speak with each other, and participation in the meeting
pursuant to this section shall constitute presence in person at the meeting.

Section 12. Waiver of Notice and Presumption of Assent. Any member
of the Board of Directors or any committee thereof who is present at a meeting
shall be conclusively presumed to have waived notice of such meeting except
when such member attends for the express purpose of objecting at the beginning
of the meeting to the transaction of any business because the meeting is not
lawfully called or convened. Such member shall be conclusively presumed to
have assented to any action taken unless his or her dissent shall be entered in
the minutes of the meeting or unless his or her written dissent to such action
shall be filed with the person acting as the secretary of the meeting before
the adjournment thereof or shall be forwarded by registered mail to the
secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to any member who voted in favor of such
action.

Section 13. Action by Written Consent. Unless otherwise restricted
by the Certificate of Incorporation, any action required or permitted to be
taken at any meeting of the Board of Directors, or of any committee thereof,
may be taken without a meeting if all members of such board or committee, as
the case may be, consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

Section 1. Number. The officers of the Corporation shall be elected
by the Board of Directors and shall consist of a chief executive officer, a
president, one or more vice-presidents, a secretary, a chief financial officer
and such other officers and assistant officers as may be deemed necessary or
desirable by the Board of Directors. Any number of offices may be held by the
same person, except that neither the chief executive officer nor the president
shall also hold the office of secretary. In its discretion, the Board of
Directors may choose not to fill any office for any period as it may deem
advisable, except that the offices of president and secretary shall be filled
as expeditiously as possible.

Section 2. Election and Term of Office. The officers of the
Corporation shall be elected annually by the Board of Directors at its first
meeting held after each annual meeting of stockholders or as soon thereafter as
convenient. Vacancies may be filled or new offices created and filled at any

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meeting of the Board of Directors. Each officer shall hold office until a
successor is duly elected and qualified or until his or her earlier death,
resignation or removal as hereinafter provided.

Section 3. Removal. Any officer or agent elected by the Board of
Directors may be removed by the Board of Directors at its discretion, but such
removal shall be without prejudice to the contract rights, if any, of the
person so removed.

Section 4. Vacancies. Any vacancy occurring in any office because of
death, resignation, removal, disqualification or otherwise may be filled by the
Board of Directors.

Section 5. Compensation. Compensation of all executive officers
shall be approved by the Board of Directors, and no officer shall be prevented
from receiving such compensation by virtue of his or her also being a Director
of the Corporation; provided however, that compensation of all executive
officers may be determined by a committee established for that purpose if so
authorized by the unanimous vote of the Board of Directors..

Section 6. Chief Executive Officer. The chief executive officer (who
may also be the president) shall have the powers and perform the duties
incident to that position. Subject to the powers of the Board of Directors,
the chief executive officer shall be in the general and active charge of the
entire business and affairs of the Corporation, and shall be its chief policy
making officer. The chief executive officer shall have such other powers and
perform such other duties as may be prescribed by the Board of Directors or
provided in these By-laws. The chief executive officer is authorized to
execute bonds, mortgages and other contracts requiring a seal, under the seal
of the Corporation, except where required or permitted by law to be otherwise
signed and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the Corporation. Whenever the president is unable to serve, by reason of
sickness, absence or otherwise, the chief executive officer shall perform all
the duties and responsibilities and exercise all the powers of the president.

Section 7. The President. The president of the Corporation (who may
also be the chief executive officer) shall, subject to the powers of the Board
of Directors and the chief executive officer, have general charge of the
business, affairs and property of the Corporation, and control over its
officers, agents and employees. The president shall see that all orders and
resolutions of the Board of Directors are carried into effect. The president
is authorized to execute bonds, mortgages and other contracts requiring a seal,
under the seal of the Corporation, except where required or permitted by law to
be otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to some other
officer or agent of the Corporation. The president shall have such other
powers and perform such other duties as may be prescribed by the Board of
Directors or the chief executive officer or as may be provided in these
By-laws.

Section 8. Vice-Presidents. The vice-president, or if there shall be
more than one, the vice-presidents in the order determined by the Board of
Directors, shall, in the absence or disability of the president, act with all
of the powers and be subject to all the restrictions of the president. The
vice-presidents shall also perform such other duties and have such other powers
as the Board of

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Directors, the chief executive officer, the president or these By-laws may,
from time to time, prescribe. The vice- presidents may also be designated as
executive vice-presidents or senior vice-presidents, as the Board of Directors
may from time to time prescribe.

Section 9. The Secretary and Assistant Secretaries. The secretary
shall attend all meetings of the Board of Directors, all meetings of the
committees thereof and all meetings of the stockholders and record all the
proceedings of the meetings in a book or books to be kept for that purpose or
shall ensure that his or her designee attends each such meeting to act in such
capacity. Under the president's supervision, the secretary shall give, or
cause to be given, all notices required to be given by these By-laws or by law;
shall have such powers and perform such duties as the Board of Directors, the
chief executive officer, the president or these By-laws may, from time to time,
prescribe; and shall have custody of the corporate seal of the Corporation.
The secretary, or an assistant secretary, shall have authority to affix the
corporate seal to any instrument requiring it and when so affixed, it may be
attested by his or her signature or by the signature of such assistant
secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
or her signature. The assistant secretary, or if there be more than one, any
of the assistant secretaries, shall in the absence or disability of the
secretary, perform the duties and exercise the powers of the secretary and
shall perform such other duties and have such other powers as the Board of
Directors, the chief executive officer, the president, or secretary may, from
time to time, prescribe.

Section 10. The Chief Financial Officer. The chief financial officer
shall have the custody of the corporate funds and securities; shall keep full
and accurate all books and accounts of the Corporation as shall be necessary or
desirable in accordance with applicable law or generally accepted accounting
principles; shall deposit all monies and other valuable effects in the name and
to the credit of the Corporation as may be ordered by the Board of Directors;
shall cause the funds of the Corporation to be disbursed when such
disbursements have been duly authorized, taking proper vouchers for such
disbursements; and shall render to the Board of Directors, at its regular
meeting or when the Board of Directors so requires, an account of the
Corporation; shall have such powers and perform such duties as the Board of
Directors, the chief executive officer, the president or these By-laws may,
from time to time, prescribe. If required by the Board of Directors, the chief
financial officer shall give the Corporation a bond (which shall be rendered
every six years) in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of the office of chief financial officer and for the restoration to the
Corporation, in case of death, resignation, retirement or removal from office
of all books, papers, vouchers, money and other property of whatever kind in
the possession or under the control of the chief financial officer belonging to
the Corporation.

Section 11. Other Officers, Assistant Officers and Agents. Officers,
assistant officers and agents, if any, other than those whose duties are
provided for in these By-laws, shall have such authority and perform such
duties as may from time to time be prescribed by resolution of the Board of
Directors.

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Section 12. Absence or Disability of Officers. In the case of the
absence or disability of any officer of the Corporation and of any person
hereby authorized to act in such officer's place during such officer's absence
or disability, the Board of Directors may by resolution delegate the powers and
duties of such officer to any other officer or to any Director, or to any other
person selected by it.

ARTICLE V

CERTIFICATES OF STOCK

Section 1. Form. Every holder of stock in the Corporation shall be
entitled to have a certificate, signed by, or in the name of the Corporation by
the the chief executive officer or the president and the secretary or an
assistant secretary of the Corporation, certifying the number of shares owned
by such holder in the Corporation. If such a certificate is countersigned (i)
by a transfer agent or an assistant transfer agent other than the Corporation
or its employee or (ii) by a registrar, other than the Corporation or its
employee, the signature of any such chief executive officer, president,
secretary or assistant secretary may be facsimiles. In case any officer or
officers who have signed, or whose facsimile signature or signatures have been
used on, any such certificate or certificates shall cease to be such officer or
officers of the Corporation whether because of death, resignation or otherwise
before such certificate or certificates have been delivered by the Corporation,
such certificate or certificates may nevertheless be issued and delivered as
though the person or persons who signed such certificate or certificates or
whose facsimile signature or signatures have been used thereon had not ceased
to be such officer or officers of the Corporation. All certificates for shares
shall be consecutively numbered or otherwise identified. The name of the
person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the books of the Corporation.
Shares of stock of the Corporation shall only be transferred on the books of
the Corporation by the holder of record thereof or by such holder's attorney
duly authorized in writing, upon surrender to the Corporation of the
certificate or certificates for such shares endorsed by the appropriate person
or persons, with such evidence of the authenticity of such endorsement,
transfer, authorization and other matters as the Corporation may reasonably
require, and accompanied by all necessary stock transfer stamps. In that
event, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate or certificates and
record the transaction on its books. The Board of Directors may appoint a bank
or trust company organized under the laws of the United States or any state
thereof to act as its transfer agent or registrar, or both in connection with
the transfer of any class or series of securities of the Corporation.

Section 2. Lost Certificates. The Board of Directors may direct a
new certificate or certificates to be issued in place of any certificate or
certificates previously issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Corporation
may, in its discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed certificate or
certificates, or his or her legal representative, to give the Corporation a
bond sufficient

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to indemnify the Corporation against any claim that may be made against the
Corporation on account of the loss, theft or destruction of any such
certificate or the issuance of such new certificate.

Section 3. Fixing a Record Date for Stockholder Meetings. In order
that the Corporation may determine the stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall not be more than 60 nor less than 10
days before the date of such meeting. If no record date is fixed by the Board
of Directors, the record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be the close of business on
the next day preceding the day on which notice is first given. A determination
of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned
meeting.

Section 4. Fixing a Record Date for Other Purposes. In order that
the Corporation may determine the stockholders entitled to receive payment of
any dividend or other distribution or allotment or any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purposes of any other lawful
action, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than 60 days prior to such
action. If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

Section 5. Registered Stockholders. Prior to the surrender to the
Corporation of the certificate or certificates for a share or shares of stock
with a request to record the transfer of such share or shares, the Corporation
may treat the registered owner as the person entitled to receive dividends, to
vote, to receive notifications and otherwise to exercise all the rights and
powers of an owner. The Corporation shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof.

Section 6. Subscriptions for Stock. Unless otherwise provided for in
the subscription agreement, subscriptions for shares shall be paid in full at
such time, or in such installments and at such times, as shall be determined by
the Board of Directors. Any call made by the Board of Directors for payment on
subscriptions shall be uniform as to all shares of the same class or as to all
shares of the same series. In case of default in the payment of any
installment or call when such payment is due, the Corporation may proceed to
collect the amount due in the same manner as any debt due the Corporation.

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ARTICLE VI

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, in accordance with applicable law. Dividends may be paid in cash, in
property or in shares of the capital stock, subject to the provisions of the
Certificate of Incorporation. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
any other purpose and the Directors may modify or abolish any such reserve in
the manner in which it was created.

Section 2. Checks, Drafts or Orders. All checks, drafts or other
orders for the payment of money by or to the Corporation and all notes and
other evidences of indebtedness issued in the name of the Corporation shall be
signed by such officer or officers, agent or agents of the Corporation, and in
such manner, as shall be determined by resolution of the Board of Directors or
a duly authorized committee thereof.

Section 3. Contracts. In addition to the powers otherwise granted to
officers pursuant to ARTICLE IV hereof, the Board of Directors may authorize
any officer or officers, or any agent or agents, of the Corporation to enter
into any contract or to execute and deliver any instrument in the name of and
on behalf of the Corporation, and such authority may be general or confined to
specific instances.

Section 4. Loans. The Corporation may lend money to, or guarantee
any obligation of, or otherwise assist any officer or other employee of the
Corporation or of its subsidiaries, including any officer or employee who is a
Director of the Corporation or its subsidiaries, whenever, in the judgment of
the Directors, such loan, guaranty or assistance may reasonably be expected to
benefit the Corporation. The loan, guaranty or other assistance may be with or
without interest, and may be unsecured, or secured in such manner as the Board
of Directors shall approve, including, without limitation, a pledge of shares
of stock of the Corporation. Nothing in this section shall be deemed to deny,
limit or restrict the powers of guaranty or warranty of the Corporation at
common law or under any statute.

Section 5. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

Section 6. Corporate Seal. The Board of Directors may provide a
corporate seal which shall be in the form of a circle and shall have inscribed
thereon the name of the Corporation and the words "Corporate Seal, Delaware."
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.

- 12 -
<PAGE> 13
Section 7. Voting Securities Owned By Corporation. Voting securities
in any other corporation or in any partnership, limited liability company,
association, joint stock company, trust, or unincorporated organization held by
the Corporation shall be voted by the chief executive officer, the president or
a vice-president, unless the Board of Directors specifically confers authority
to vote with respect thereto, which authority may be general or confined to
specific instances, upon some other person or officer. Any person authorized
to vote securities shall have the power to appoint proxies, with general power
of substitution.

Section 8. Inspection of Books and Records. The Board of Directors
shall have power from time to time to determine to what extent and at what
times and places and under what conditions and regulations the accounts and
books of the Corporation, or any of them, shall be open to the inspection of
the stockholders; and no stockholder shall have any right to inspect any
account or book or document of the Corporation, except as conferred by the laws
of the State of Delaware, unless and until authorized so to do by resolution of
the Board of Directors or of the stockholders of the Corporation.

Section 9. Section Headings. Section headings in these By-laws are
for convenience of reference only and shall not be given any substantive effect
in limiting or otherwise construing any provision herein.

Section 10. Inconsistent Provisions. In the event that any provision
of these By-laws is or becomes inconsistent with any provision of the
Certificate of Incorporation, the General Corporation Law of the State of
Delaware or any other applicable law, the provision of these By-laws shall not
be given any effect to the extent of such inconsistency but shall otherwise be
given full force and effect.

ARTICLE VII

AMENDMENTS

In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the Corporation is expressly authorized to
make, alter, amend, change, add to or repeal these By-laws by the affirmative
vote of a majority of the total number of Directors then in office. Any
alteration or repeal of these By-laws by the stockholders of the Corporation
shall require the affirmative vote of a majority of the outstanding shares of
the Corporation entitled to vote on such alteration or repeal; provided,
however, that Section 11 of ARTICLE II and Sections 2, 3, 4 and 5 of ARTICLE
III and this ARTICLE VII of these By-laws shall not be altered, amended or
repealed and no provision inconsistent therewith shall be adopted without the
affirmative vote of the holders of at least 66 2/3% of the outstanding shares
of the Corporation entitled to vote on such alteration, repeal or provision.

- 13 -

<PAGE> 1
EXHIBIT 5.1

[KIRKLAND & ELLIS LETTERHEAD]

January 26, 1998

Huntway Refining Company
25129 The Old Road
Newhall, California 91381

Re: Huntway Refining Company Registration Statement on Form S-4

Ladies and Gentlemen:

We are acting as special counsel to Huntway Refining Company, a
Delaware corporation (the "Company"), in connection with the proposed
registration by the Company of 14,731,271 shares (the "Shares") of its Common
Stock, par value $.01 per share (the "Common Stock"), pursuant to a
Registration Statement on Form S-4, originally filed with the Securities and
Exchange Commission (the "Commission") on January 27, 1998 under the Securities
Act of 1933, as amended (the "Act") (such Registration Statement, as amended or
supplemented, is hereinafter referred to as the "Registration Statement"). The
Shares are to be issued to current holders of limited partnership interests
("Common Units") of Huntway Partners, L.P. (the "Partnership"), and to the
general partners of the Partnership, in connection with the proposed merger of
the Partnership with and into the Company (the "Merger") pursuant to the terms
of an Agreement of Merger, dated as of the date hereof, between the Partnership
and the Company (the "Merger Agreement").

For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the legal capacity of
all natural persons, the genuineness of the signatures of persons signing all
documents in connection with which this opinion is rendered, the authority of
such persons signing on behalf of the parties thereto other than the Company and
the due authorization, execution and delivery of all documents by the parties
thereto other than the Company. For purposes of the opinion in paragraph 2, we
have assumed without investigation that the value of the assets of the
Partnership, net of its liabilities, at the effective time of the Merger will
equal or exceed the aggregate par value of the Shares. As to any facts material
to the opinions expressed herein, we have relied upon the statements and
representations of officers and other representatives of the Company and others.

<PAGE> 2

Huntway Refining Company
January 26, 1998
Page 2

Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of any
laws except the Delaware General Corporation Law and the Delaware Revised
Uniform Limited Partnership Act.

Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we hereby advise you
that in our opinion:

(1) The Company is a corporation validly existing and in good standing
under the laws of the State of Delaware.

(2) The Shares are duly authorized and, when (i) the Registration Statement
becomes effective under the Act, (ii) the Merger has become effective under the
Delaware General Corporation Law and the Delaware Revised Uniform Limited
Partnership Act and (iii) appropriate certificates representing the Shares,
signed and countersigned as and to the extent required, are delivered in
accordance with the terms of the Merger Agreement, the Shares will be validly
issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.

We do not purport to cover herein the application of the securities or
"Blue Sky" laws of the various states to the issuance and sale of the Shares.

This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the Delaware
General Corporation Law or the Delaware Revised Uniform Limited Partnership Act
be changed by legislative action, judicial decision or otherwise.

This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.

Very truly yours,

/s/ Kirkland & Ellis
KIRKLAND & ELLIS

<PAGE> 1

EXHIBIT 8.1

[KIRKLAND & ELLIS LETTERHEAD]

January 26, 1998

Huntway Managing Partner, L.P.
Huntway Holdings, L.P.
Board of Directors of Huntway Refining Company
25129 The Old Road, Suite 322
Newhall, California 91381

Gentlemen:

In connection with the proposed conversion of Huntway Partners, L.P., a
Delaware limited partnership (the "Partnership") to corporate form (the
"Conversion"), to be effected by a merger (the "Merger") of the Partnership into
Huntway Refining Company, a newly-formed Delaware corporation that is a wholly
owned subsidiary of the Partnership (the "Corporation"), you have requested our
opinion concerning certain United States Federal income tax consequences of the
Conversion and the ownership of shares of common stock of the Corporation to
holders of such shares of common stock following the Conversion. We have
examined the Registration Statement of the Corporation on Form S-4 to which this
opinion is Exhibit 8.1 (the "Registration Statement") and such other documents
and such legal authorities as we have deemed relevant for purposes of expressing
the opinions contained herein. Except as otherwise provided, capitalized terms
not defined herein have the meanings set forth in the Registration Statement.
All section references, unless otherwise indicated, are to the Internal Revenue
Code of 1986, as amended (the "Code").

Our opinion is based upon the applicable provisions of the Code, as amended
through the date hereof, Treasury regulations promulgated and proposed
thereunder, current positions of the Internal Revenue Service (the "IRS")
contained in published Revenue Rulings and Revenue Procedures and existing
judicial decisions. No tax rulings have been or will be sought from the IRS with
respect to any of the matters discussed herein. In connection with rendering
this opinion, we have assumed (without any independent investigation or review
thereof) that:

1. Original documents (including signatures) are authentic, documents
submitted to us as copies conform to the original documents, and there is (or
will be prior to the effective date of the Merger) due execution and delivery of
all documents where due execution and delivery are a prerequisite to the
effectiveness thereof; and

<PAGE> 2

2. The truth and accuracy, at all relevant times, of all statements made by
the Partnership, its management, employees, and officers, and the Corporation,
its management, employees, directors, and officers in connection with the
Conversion, including but not limited to those set forth in the Registration
Statement (including the exhibits); and that the Merger is performed without
waiver or breach of the conditions thereto.

Based on our examination of the foregoing items and subject to the
limitations, qualifications, assumptions and caveats set forth herein and in the
discussion contained in the Registration Statement under the heading "Federal
Income Tax Considerations" (the "Tax Discussion"), we believe that the Tax
Discussion summarizes the material federal income tax consequences of general
application of (i) the Conversion to the Partnership, the Unitholders, and the
Corporation and (ii) the ownership of Common Stock following the Conversion to
the holders of shares of such Common Stock and the Tax Discussion constitutes
our opinion of those consequences, provided that we express no opinion as to the
truth or accuracy of any factual statements contained in the Tax Discussion
(including without limitation the statement on page 19 regarding the aggregate
amount of the Partnership's liabilities allocated to the Unitholders).

This opinion does not address the various state, local or foreign tax
consequences that may result from the Conversion or the ownership of shares of
Common Stock. In addition, no opinion is expressed as to any federal income tax
consequence of the Conversion or the ownership of shares of Common Stock except
as specifically set forth in the Tax Discussion and this opinion may not be
relied upon except with respect to the consequences specifically discussed
therein. This opinion does not address any tax consequence that might result to
a Unitholder or a Shareholder in light of such Unitholder's or Shareholder's
particular circumstances, such as Unitholders or Shareholders who are dealers in
securities, who are subject to the alternative minimum tax provisions of the
Code, who are foreign persons or who acquired their Common Units (or acquire
their Common Stock) in connection with Common Unit (or Common Stock) option or
Common Unit (or Common Stock) purchase plans or in other compensatory
transactions.

No opinion is expressed as to any transaction other than the Conversion as
described in the Registration Statement or to the Conversion if it is not
consummated in the manner described therein. To the extent any of the statements
and assumptions material to our opinion and upon which we have relied are not
complete, correct, true and accurate in all material respects at all relevant
times, our opinion would be adversely affected and should not be relied upon.

This opinion only represents our best judgment as to the federal income tax
consequences of the Conversion and the ownership of shares of Common Stock and
is not binding on the Internal Revenue Service or the courts. The conclusions
are based on the Code, existing judicial decisions, administrative regulations
and published rulings. No assurance can be given that future legislative,
judicial or administrative changes would not adversely affect the accuracy of
the conclusions stated

<PAGE> 3

herein. Nevertheless, by rendering this opinion, we undertake no responsibility
to advise you of any new developments in the application or interpretation of
the federal income tax laws.

This opinion has been delivered to you in connection with your
consideration of the Conversion and for the purpose of inclusion as an Exhibit
to the Registration Statement. This opinion may not be distributed or otherwise
made available to any other person or entity without prior written consent.
However, we consent to the reference to this opinion under the heading "Legal
Matters" in the Registration Statement.

Very truly yours,

/s/ Kirkland & Ellis
KIRKLAND & ELLIS

<PAGE> 1

EX-23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Huntway Refining Company on Form S-4 of our report dated February 6, 1997,
appearing in the Annual Report on Form 10-K of Huntway Partners L.P. for the
year ended December 31, 1996 and to the reference to us under the heading
"Summary Historical Financial Information" and "Experts" in the Prospectus,
which is part of this Registration Statement.

Deloitte & Touche, LLP
Woodland Hills, California

January 28, 1998

<PAGE> 1
EXHIBIT 99.1

HUNTWAY PARTNERS, L.P.
25129 The Old Road
Newhall, California 91381

PROXY/POWER-OF-ATTORNEY

THIS PROXY/POWER-OF-ATTORNEY IS SOLICITED ON BEHALF OF THE
GENERAL PARTNERS OF THE PARTNERSHIP

The undersigned hereby appoints Juan Y. Forster and Warren J. Nelson,
and each of them, as Proxies and Attorneys-in-Fact, each with the power to
appoint his substitute, and hereby authorizes them to represent the undersigned
limited partner at the Special Meeting of Limited Partners to be held on
_______, 1998 at 10:00 a.m., local time, at the Partnership's headquarters at
25129 The Old Road, Newhall, California 91381, or any postponement or
adjournment thereof, and to vote as indicated below.

1. Proposal to approve the Agreement and Plan of Merger

[ ] FOR [ ] AGAINST [ ] ABSTAIN

2. Proposal to approve the 1998 Stock Plan

[ ] FOR [ ] AGAINST [ ] ABSTAIN

This Proxy when properly executed will be voted in the manner directed
herein by the undersigned limited partner. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" ITEMS 1 and 2.

(Continued, and to be signed and dated, on the other side)

<PAGE> 2

Please sign exactly as name appears below. If you are signing as a trustee
or in another representative capacity, please give full title as such.

DATED: _________________, 1998 ____________________________________
Signature

PLEASE MARK, DATE, SIGN AND RETURN THIS CARD IN THE ENCLOSED ENVELOPE ON OR
BEFORE __________, 1998.