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)
                       September 1, 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 was conditioned upon various conditions stated in
the Merger Agreement.  On September 1, 1998, Giant and Holly
mutually agreed to terminate their proposed Merger.  A
September 2, 1998 press release relating to the termination of
the Merger is attached hereto as Exhibit 99.1 and incorporated
herein by reference.


                           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/ Fredric L. Holliger
                     -----------------------------------
                     Fredric L. Holliger
                     Executive Vice President and 
                         Chief Operating Officer


Date: September 4, 1998



                       INDEX TO EXHIBITS


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

  99.1      Press Release dated September 2, 1998.