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): May 29, 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 May 29, 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 May 29, 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: May 29, 2007




                       INDEX TO EXHIBITS


Exhibit
Number        Description
- -------       --------------------------------------------------
 99.1         Press Release, dated as of May 29, 2007, issued by
              Giant Industries, Inc. and Western Refining, Inc.

EX-99

                                                             EXHIBIT 99.1

For Immediate Release

COURT DENIES FTC'S REQUEST FOR PRELIMINARY INJUNCTION RELATED TO WESTERN
REFINING'S AND GIANT INDUSTRIES' PROPOSED MERGER


EL PASO, Texas and SCOTTSDALE, Arizona - May 29, 2007 - Western Refining,
Inc. (NYSE: WNR) and Giant Industries, Inc. (NYSE: GI) today announced
that the U.S. District Court for the District of New Mexico has denied
the Federal Trade Commission's request for a preliminary injunction
related to the companies' proposed merger and dissolved the temporary
restraining order issued on April 13, 2007.

"The District Court's ruling affirms what we, as well as what many
customers and state and industry leaders, have said all along.  We
believe a Western-Giant combination is pro-competitive and provides
important benefits to the companies' stakeholders, including our
customers, shareholders and employees," said Western's President and
Chief Executive Officer, Paul Foster.

Based upon discussions with the FTC prior to the Court's ruling, Western
believes the FTC will appeal the District Court's ruling regardless of
the rationale or basis for the Court's opinion and that the FTC will seek
an injunction from either the District Court or the U.S. Court of Appeals
for the 10th Circuit to preclude the closing of the merger pending the
FTC's appeal to the 10th Circuit Court.  Western and Giant believe there
is no basis for either an injunction or an appeal.  To ensure an orderly
process to a May 31, 2007 close, Western and Giant have agreed with the
FTC to not close the merger prior to noon mountain time on Thursday, May
31, 2007.  Western and Giant noted that absent a ruling from the 10th
Circuit enjoining the merger, the companies may close the transaction at
any point after noon mountain time on Thursday, May 31, 2007.

"There is no basis for the FTC to appeal the District Court's decision.
We remain confident in our position and look forward to closing the
transaction," continued Mr. Foster.

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.

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.  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