========================================================================

                  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): October 31, 2005

                        GIANT INDUSTRIES, INC.
      (Exact name of registrant as specified in its charter)


         Delaware                 1-10398             86-0642718
(State of jurisdiction of    (Commission File)      (IRS Employer
      incorporation)              Number)         Identification No.


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


           Registrant's telephone number, including area code
                            (480) 585-8888

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))

========================================================================




ITEM 1.01	ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     On October 31, 2005, we established the Giant Industries,
Inc. and Affiliated Companies Deferred Compensation Plan (the
"Plan" or the "DCP"). The purpose of the Plan is to provide
members of our management team and members of our Board of
Directors (the "Board") with the opportunity to defer
compensation to future years. The Plan is expected to continue
indefinitely, but we have the authority to amend or terminate the
Plan at any time.

     The Plan will be administered by an Administrative
Committee, appointed by our Board, to perform the duties of the
Plan Administrator. Members of the Administrative Committee may
be removed by the Board at any time.

     Participation in the Plan is limited to (a) non-employee
members of our Board, and (b) a select group of our management or
highly compensated employees selected by the Board, or its
designee, to be participants. The Board's selections are in its
sole discretion and are final and binding for all purposes under
this Plan. The Plan is intended to be an unfunded plan of
deferred compensation covering a select group of management or
highly compensated employees under Title I of ERISA.

     Effective October 31, 2005 (January 1, 2006 for non-employee
members of the Board), employee participants may elect to defer
into the Plan a portion of their compensation for the plan year
for services after the deferral election. For employees,
deferrals may not exceed sixty percent (60%) of their
compensation, and non-employee members of the Board may defer all
of their compensation for services after their deferral election.

     Solely for the plan year October 31, 2005 to December 31,
2005, employee participants may defer up to one hundred percent
(100%) of their compensation for services after the deferral
election, less deductions required by law to be withheld for
Social Security and Medicare taxes or other purposes and any pre-
tax or after-tax contributions to any of our other employee
benefit plans if their deferral election is made no later than
October 31, 2005. In addition, they may defer up to one-sixth
(1/6) of their discretionary bonus with respect to 2005 if their
deferral election is made no later than October 31, 2005.

     In addition to deferrals made by participants, we may, in
our sole discretion, make contributions to the Plan on behalf of
participants.




     The Administrative Committee will open and maintain separate
accounts for each participant to which their deferrals and our
contributions will be credited. Amounts credited to the accounts
will be deemed invested according to investment directions made
by the participants in one or more hypothetical investment funds
designated by the Committee. The performance of the hypothetical
investment funds is measured by the performance of actual funds.
The amounts in the participants' accounts will be adjusted as if
they had actually been invested in the investment funds on which
the hypothetical funds were based.

     Participants must elect, no later than the time of their
initial deferral election, the form in which they will receive
the remainder of their vested account after their separation from
service on or after normal retirement age. Participants may
choose a lump sum or annual installments paid over a period they
select up to twenty (20) years. Unless the participant is a key
employee (as defined in Internal Revenue Code Section 409A), a
lump sum benefit will be paid within sixty (60) days of the date
the participant separates from service, and distribution of
benefits in the form of installments will begin within sixty (60)
days after the close of the plan year in which the participant
separates from service. If the participant is a key employee, the
distribution on account of separation of service cannot begin
until six (6) months after such separation of service.

     Participants may make a subsequent election to further defer
their distribution date or change the form of benefit (except a
change that shortens the installment period), if (1) the election
does not take effect for at least twelve (12) months, and (2) the
initial distribution date is rescheduled at least five (5) years
from the date the distribution would have otherwise been made.

     Except in the case of death or disability, if a participant
separates from service before normal retirement age, the
remainder of their vested account will be paid in a lump sum
within sixty (60) days after the separation from service unless
the participant is a key employee. If the participant is a key
employee, the distribution on account of separation of service
cannot begin until six (6) months after such separation of service.

     If a participant is determined by the Administrative
Committee to be disabled, they will receive the remainder of
their vested account balance in the form of a lump sum within
sixty (60) days after the Committee determines that the
participant has become disabled. If, however, the participant has
attained normal retirement age at the time they are determined to
be disabled, their vested account will be paid in the same form
and at the same time elected with respect to their normal
retirement benefit.



     If the participant dies before the commencement of
distribution of their benefits, the participant's beneficiary
will receive a benefit equal to the balance of the participant's
vested account.

     If the Administrative Committee determines that our
deduction for a payment to a participant from the Plan will be
limited or eliminated under Section 162(m) of the Internal
Revenue Code, the payment will be delayed until the earliest date
that the Administrative Committee determines that payment would
be permitted without the deduction's being limited or eliminated.

     No benefit payable under the Plan to any person is subject
in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or charge, and any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber,
charge or otherwise dispose of the same shall be void. No benefit
shall in any manner be subject to the debts, contracts,
liabilities, engagements or torts of any person, nor shall it be
subject to attachment or legal process for or against any person,
except to the extent as may be required by law and except with
respect to debts or liabilities of a participant to us.

     When a participant makes each annual deferral election, they
may elect to receive, before separation from service, the portion
of their vested account attributable to such annual deferrals in
a plan year that begins at least one full plan year after the
close of the plan year of the deferral. The distribution will be
paid within sixty (60) days after the beginning of the designated
plan year. A participant may make a subsequent election to further
defer that distribution date, if (1) the election does not take
effect for at least twelve (12) months, (2) the election is made
at least one year before the plan year in which the distribution
is scheduled to take place, and (3) the distribution date is
rescheduled at least five (5) years from the date the distribution
was previously scheduled. Subsequent elections that accelerate the
distribution are prohibited. If the participant dies or separates from
service, or there is a change in control, before the scheduled payment,
the distribution will be made no later than it would under the Plan
provisions governing these events.

     In accordance with procedures established by the Committee,
a participant may receive a distribution upon the occurrence of
an "unforeseeable emergency" as defined in Section 409A of the
Internal Revenue Code and the regulations thereunder. If a
distribution under the Plan is made on account of an
unforeseeable emergency, or a hardship distribution is made under
our 401(k) Plan, the participant's deferral election for the
remainder of the plan year is cancelled.



     In the event of a change in control as defined in Section
409A of the Internal Revenue Code, a participant will receive the
remaining amount in their vested account in a lump sum within
sixty (60) days after the change in control, if and only if they
made such an election at the time of their initial deferral
election.

     The portion of the account attributable to a participant's
deferrals is fully vested. The portions attributable to
additional employer contributions are subject to the same vesting
schedules as they are in our 401(k) Plan. If a participant
separates from service before becoming fully vested, they will
forfeit the unvested portion of their account.

     Plan participants are our general unsecured creditors. This
means their benefits may be reduced or lost if we become
insolvent or bankrupt.

     The foregoing description of the material terms of the Plan
does not purport to be complete and is qualified in its entirety
by reference to the Plan.




                            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.



                        By: /s/ MARK B. COX
                           -------------------------------------------
                           Mark B. Cox
                           Executive Vice President and Chief
                           Financial Officer (Principal Financial Officer)

Date: November 4, 2005