GIANT GROUP, LTD.
                         150 El Camino Drive, Suite 303
                        Beverly Hills, California 90212

                                 April 23, 1996



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

     Re:  Registration Statement on Form S-4; Registration No. 333-02097
          --------------------------------------------------------------

Ladies and Gentlemen:

     Pursuant to Rule 477 of Regulation C promulgated under the Securities Act
of 1933, as amended, GIANT GROUP, LTD., a Delaware corporation (the "Company"),
hereby requests that the Commission withdraw the above referenced Registration
Statement relating to the Company's Series B Cumulative Participating Preferred
Stock (the "Series B Preferred Stock").   The Company has not issued or sold any
of the Series B Preferred Stock.

     GIANT requests that the above referenced Registration Statement be
withdrawn because GIANT has, at the request of the Board of Directors of Rally's
Hamburgers, Inc., elected not to proceed with the exchange offer pursuant to
which the Series B Preferred Stock would have been issued.

     If you have any questions or require additional information please contact
Gary N. Jacobs, Esq., Christensen, White, Miller, Fink, Jacobs, Glaser &
Shapiro, LLP, 2121 Avenue of the Stars, 18th Floor, Los Angles, California
90067.  Mr. Jacobs' telephone number is (310) 282-6268.

                                Very truly yours,



                                 Cathy L. Wood
                               Vice President and
                            Chief Financial Officer

cc:  Ms. Penny Sommer