8-K

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                  SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

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                               Form 8-K
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                            CURRENT REPORT
                  PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934

  Date of Report (Date of earliest event reported): April 10, 2007

                        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))

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ITEM 8.01.  OTHER EVENT

    On April 10, 2007, the Registrant and Western Refining, Inc.
("Western") issued a joint press release relating to the pending
acquisition of the Registrant by Western.  A copy of the press released
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 April 10, 2007, issued by Giant
Industries, Inc. and Western Refining, 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
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                                   MARK B. COX
                                   Executive Vice President,
                                   Chief Financial Officer
                                   (Principal Financial Officer)

Date: April 11, 2007




                       INDEX TO EXHIBITS


Exhibit
Number        Description
- -------       ----------------------------------------------------
 99.1         Press Release, dated as of April 10, 2007, issued by
              Giant Industries, Inc. and Western Refining, Inc.

EX-99

                                                              EXHIBIT 99.1
FOR IMMEDIATE RELEASE

  WESTERN REFINING AND GIANT INDUSTRIES TO CHALLENGE U.S. FEDERAL TRADE
        COMMISSION'S INTENTION TO ENJOIN COMPANIES' MERGER

Cites Support for the Merger from Numerous State Officials, Customers, and
 Industry Trade Organizations Who Agree that the Transaction Will Benefit
              Consumers and Poses No Threat to Competition

EL PASO, Texas and SCOTTSDALE, Arizona - April 10, 2007 - Western Refining,
Inc. (NYSE: WNR) and Giant Industries, Inc. (NYSE: GI) today stated that
the recent decision by the U.S. Federal Trade Commission (FTC) to seek to
enjoin the companies' proposed merger is without basis in fact or law and
that the companies intend to vigorously challenge the FTC in court. A
hearing schedule for this matter will be determined in the coming days.

Western's President and Chief Executive Officer, Paul Foster, said, "This
merger will result in more product being provided to the combined
companies' customers and is, therefore, pro-competitive. The FTC's decision
demonstrates a fundamental and troubling lack of understanding about the
areas in which Western Refining and Giant operate, the competitors in those
areas and the competitive nature of those areas. The FTC's position is
entirely without basis, and we look forward to proving our case before an
objective and knowledgeable court."

Giant's Chairman and Chief Executive Officer, Fred Holliger, said, "We are
disappointed that the FTC has chosen to oppose the merger of two small
companies that together would operate less than 1.5% of the U.S. refining
capacity. Over the past several years, mergers and acquisitions of
refineries have created refining companies that dwarf our size and they
have been allowed by the FTC. The employees of both companies have spent
countless hours preparing documents in response to the FTC's information
requests and we and our advisors haven't seen anything that we believe
would serve as a basis for the FTC to oppose this merger. We continue to
believe that the merger is in the best interest of our shareholders, our
employees and our customers."

Western and Giant stated that the FTC has never suggested the need for any
potential divestiture or other potential remedies. The companies also noted
that numerous letters and declarations of support for the merger have been
sent to the FTC from state government officials, industry trade
organizations, and customers. In discussing the benefits that a Western-
Giant combination creates for New Mexico and Texas and the consumers in
those states, these State, industry and business leaders have cited, among
other things, that:

- -  Western and Giant are smaller, independent refiners that compete with
   the largest major oil companies in the world;

- -  The areas in which Western and Giant operate, including the Albuquerque
   area, are highly competitive and have multiple options for fuel supply;

- -  A Western-Giant combination would have no negative impact on competition
   and would instead enhance competition;

- -  Western has one of the best operating rates in the industry and its
   expertise will help ensure a more reliable supply of gasoline and diesel
   fuel by reducing the risk of unplanned refinery shutdowns and improving
   utilization rates; and

- -  A Western-Giant combination is good for consumers as it creates a more
   stable organization, will result in more product being supplied to the
   areas served by the companies' refineries and thereby more choice for
   consumers.

On November 13, 2006, Western Refining and Giant Industries announced an
agreement under which Western will acquire all of the outstanding shares of
Giant for $77.00 per share in cash. As previously announced, Giant
Industries' shareholders voted to approve the transaction on February 27,
2007. Consummation of the transaction remains subject to this litigation.

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., Dial Oil Co. and Empire Oil Co., all of which are
wholesale petroleum products distributors.

Cautionary Statement on Forward-Looking Statements
This press release contains forward-looking statements. 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
the impact the merger may have on the future operations of Giant and
Western and the markets they serve. Additional information relating to the
uncertainties affecting Western's and Giant's businesses is contained in
their respective filings with the Securities and Exchange Commission. 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.

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