SECURITIES AND EXCHANGE COMMISSION
                                 
                     Washington, D.C. 20549
                                 
                            FORM 8-K
                                 
                                 
                          CURRENT REPORT
                                 
                                 
               Pursuant to Section 13 or 15(d) of
               the Securities Exchange Act of 1934
                                 
                                 
                                 
                         Date of Report
               (Date of earliest event reported)
                         April 14, 1998
                                 
                     GIANT INDUSTRIES, INC.
    (Exact name of registrant as specified in its charter)
                                 
                           Delaware
           (State or jurisdiction of incorporation)

            1-10398                      86-0642718
   (Commission File Number)   (IRS Employer Identification No.)


          23733 North Scottsdale Road
              Scottsdale, Arizona                 85255
     (Address of principal executive offices)   (Zip Code)

        Registrant's telephone number, including area code
                        (602) 585-8888


ITEM 5. OTHER EVENTS

     On April 14, 1998, the Board of Directors of Giant
Industries, Inc. ("Giant") approved an Agreement and Plan of
Merger (the "Merger Agreement") whereby Holly Corporation
("Holly") would be merged with and into Giant (the "Merger"). 
The Merger is conditioned upon the approval of Giant's and
Holly's stockholders and other conditions stated in the Merger
Agreement.  Included as an attachment to the Merger Agreement
is a Major Stockholders' Agreement pursuant to which certain
stockholders of Giant and Holly agree to vote in favor of the
Merger in any meeting of stockholders of the respective
companies.  A copy of the Merger Agreement, including the Major
Stockholders' Agreement, is attached hereto as Exhibit 2.1,
which documents are incorporated in their entirety herein by
reference.  See "Index to Exhibits."

                           SIGNATURES

     Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.

                   /s/ A. Wayne Davenport
                   -------------------------------------------
                   A. Wayne Davenport
                   Vice President and Chief Financial Officer
                   (Principal Financial and Accounting Officer)

Date: April 20, 1998



                     INDEX TO EXHIBITS


Exhibit
Number                        Description
- -------    --------------------------------------------------

  2.1      Agreement and Plan of Merger, by and between Holly
           Corporation and Giant Industries, Inc., dated as of
           April 14, 1998.