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


                  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))

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




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.