DEFA14A

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                  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 10, 2006

                        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)

[X] 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))

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ITEM 8.01.  OTHER EVENT

    On October 10, 2006 the Registrant and Western Refining, Inc. issued
a joint press release relating to the pending acquisition of the
Registrant by Western Refining, Inc.  A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated
herein by reference.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

    (c)  Exhibits

         99.1  Press Release, dated October 10, 2006 issued by Western
Refining, Inc. and Giant Industries, Inc.




                            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,
                                   Chief Financial Officer
                                   (Principal Financial Officer)

Date: October 12, 2006




                       INDEX TO EXHIBITS


Exhibit
Number        Description
- -------       ------------------------------------------------------
 99.1         Press Release, dated as of October 10, 2006, issued by
              Western Refining, Inc. and Giant Industries, Inc.

EX-99

                                                               EXHIBIT 99.1

Western Refining
Giant Industries, Inc.

For Immediate Release

     WESTERN REFINING AND GIANT INDUSTRIES RECEIVE REQUEST FROM FTC FOR
                           ADDITIONAL INFORMATION

EL PASO, Texas and SCOTTSDALE, Arizona - October 10, 2006 - Western
Refining, Inc. (NYSE:WNR) and Giant Industries, Inc. (NYSE:GI) today
announced that they have received a request for additional information from
the Federal Trade Commission in connection with Western's pending
acquisition of Giant.  Requests for additional information are not unusual
in connection with refinery transactions.  Western and Giant are working
cooperatively with the FTC staff and intend to respond  to the request in a
timely manner.  The companies do not expect the request to result in a
material delay in the closing of the transaction.

About Western Refining

Western Refining, Inc., headquartered in El Paso, Texas, is an independent
crude oil refiner and marketer of refined products, operating primarily in
the Southwest region of the United States, including Arizona, New Mexico
and West Texas.

About Giant Industries

Giant Industries Inc., headquartered in Scottsdale, Arizona, is a refiner
and marketer of petroleum products.  Giant owns and operates one Virginia
and two New Mexico crude oil refineries, a crude oil gathering pipeline
system based in Farmington, New Mexico, which services the New Mexico
refineries, finished products distribution terminals in Albuquerque, New
Mexico, and Flagstaff, Arizona, a fleet of crude oil and finished product
truck transports, and a chain of retail service station/convenience stores
in New Mexico, Colorado and Arizona.  Giant is also the parent company of
Phoenix Fuel Co. Inc. and Dial Oil Co., both of which are wholesale
petroleum products distributors.

Cautionary Statement on Forward-Looking Statements

This press release contains forward-looking statements about the
consummation of the proposed merger.  These statements are subject to
inherent risks regarding the satisfaction of the conditions to the closing
of the merger, the timing of the closing if it occurs, and specifically the
effect on the timing of the closing of the merger resulting from the
request for additional information.  The forward-looking statements speak
only as of the date made, and Western and Giant do not undertake any
obligation to (and expressly disclaim any obligation to) update any forward
looking statements to reflect events or circumstances after the date such
statements were made, or to reflect the occurrence of unanticipated events.

Additional Information About This Transaction

This press release may be deemed to be soliciting material relating to the
proposed merger transaction between Western and Giant.  In connection with
the proposed merger, Giant has filed a preliminary proxy statement with the
SEC. The final proxy statement will be mailed to stockholders of Giant.
Investors and security holders may obtain a free copy of the final proxy
statement when it becomes available, and other documents filed by Giant
with the SEC, at the SEC's website at http://www.sec.gov. Copies of the
final proxy statement, when it becomes available, and Giant's other filings
with the SEC may also be obtained free of charge from Giant Industries,
Inc., 23733 North Scottsdale Road, Scottsdale, Arizona 85255, Attention:
Investor Relations. Investors and security holders of Giant are advised to
read the final proxy statement and any other relevant documents filed with
the SEC when they become available because those documents will contain
important information about the proposed merger.

Participants in the Solicitation

Western, Giant and their respective directors, executive officers and other
members of their management and employees may be deemed to be soliciting
proxies from Giant's stockholders in favor of the proposed merger.
Information regarding Western's directors and executive officers is
available in Western's proxy statement for its 2006 annual meeting of
stockholders, which was filed with the SEC on April 25, 2006.  Information
regarding Giant's directors and executive officers is available in Giant's
proxy statement for its 2006 annual meeting of stockholders, which was
filed with the SEC on March 1, 2006.  Additional information regarding the
interests of such potential participants will be included in the final
proxy statement and the other relevant documents filed with the SEC when
they become available.

Contacts:

Western Refining                           Giant Industries
Scott Weaver                               Mark B. Cox
915-775-3300                               480-585-8888

OR

Barrett Golden / Jamie Moser
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449