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                                                                    Exhibit 99.5
   
                                     PROXY
                               HOLLY CORPORATION
    

   
            PROXY FOR SPECIAL MEETING OF STOCKHOLDERS JUNE 26, 1998
    

                 SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
     

   
P         Lamar Norsworthy, Gerald L. Regard and Jack P. Reid, or any of them or
     their substitutes, are hereby appointed proxies to represent and to vote
R    the stock of Holly Corporation standing in the name(s) of the undersigned
     at Special Meeting of Stockholders to be held in Artesia, New Mexico on
O    Friday, June 26, 1998 and at all adjournments or postponements thereof.
    


   
X         TO VOTE IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
     DIRECTORS FOR ADOPTION OF THE MERGER, THE MERGER AGREEMENT AND THE 
Y    TRANSACTIONS CONTEMPLATED THEREBY, YOU DO NOT NEED TO MARK ANY OF THE 
     BOXES, JUST DATE AND SIGN ON THE REVERSE SIDE.
    

   
- ---------------            CONTINUED AND TO BE                       -----------
  SEE REVERSE             SIGNED ON REVERSE SIDE                     SEE REVERSE
    SIDE                                                                 SIDE
- ---------------                                                      -----------
    
   2
    PLEASE MARK
/X/ VOTES AS IN THIS
    EXAMPLE.

   
This proxy when properly executed will be voted as directed. If no direction is
given, it will be voted FOR adoption of the Merger, the Merger Agreement, and
the transactions contemplated thereby, and the proxy will be voted in the
discretion of those authorized to vote this proxy on any other business.
    

                                                                        
   
1.  Adoption of the merger (the "Merger") of Holly     FOR   AGAINST   ABSTAIN
    Corporation ("Holly") with and into Giant          / /     / /       / /
    Industries, Inc. ("Giant"), the Agreement and 
    Plan of Merger, dated as of April 14, 1998 (the
    "Merger Agreement"), between Holly and Giant,
    and the transactions contemplated thereby.
    

   
2.  Other Business - Voting upon any other business properly before the 
    meeting or any adjournment thereof.
    

Receipt of the Notice of Special Meeting of Holly Stockholders, Joint Proxy
Statement of Holly and Giant, and Prospectus of Giant is hereby acknowledged,
and all former proxies are hereby revoked.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT                             / /

Please sign below exactly as name(s) appear(s) hereon. Joint tenants should
both sign. Executors, administrators, trustees or guardians should show their
capacity as such. Corporations should sign by President or other authorized
officer.

Signature:_________________________________________________ Date:______________

Signature:_________________________________________________ Date:______________