8-K

               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)
                       September 1, 1998
                                 
                     GIANT INDUSTRIES, INC.
    (Exact name of registrant as specified in its charter)
                                 
                           Delaware
           (State or jurisdiction of incorporation)

            1-10398                      86-0642718
   (Commission File Number)   (IRS Employer Identification No.)


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

        Registrant's telephone number, including area code
                        (602) 585-8888


ITEM 5. OTHER EVENTS

     On April 14, 1998, the Board of Directors of Giant
Industries, Inc. ("Giant") approved an Agreement and Plan of
Merger (the "Merger Agreement") whereby Holly Corporation
("Holly") would be merged with and into Giant (the "Merger"). 
The Merger was conditioned upon various conditions stated in
the Merger Agreement.  On September 1, 1998, Giant and Holly
mutually agreed to terminate their proposed Merger.  A
September 2, 1998 press release relating to the termination of
the Merger is attached hereto as Exhibit 99.1 and incorporated
herein by reference.


                           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.

                     /s/ Fredric L. Holliger
                     -----------------------------------
                     Fredric L. Holliger
                     Executive Vice President and 
                         Chief Operating Officer


Date: September 4, 1998



                       INDEX TO EXHIBITS


Exhibit
Number                          Description
- -------     --------------------------------------------------

  99.1      Press Release dated September 2, 1998.

EX-99.1

                                                   EXHIBIT 99.1
NEWS RELEASE

                  Contact: Mark B. Cox, Treasurer
                           Monte N. Swetnam, V.P. Corp. Affairs
                           (602) 585-8888
FOR IMMEDIATE RELEASE

SEPTEMBER 2, 1998



       GIANT INDUSTRIES, INC., AND HOLLY CORPORATION
                       CANCEL MERGER

Scottsdale, Arizona, September 1, 1998   Giant Industries,
Inc., (NYSE:GI) and Holly Corporation (ASE: HOC) announced
today that the two companies have mutually agreed to terminate
their proposed merger.  The Federal Trade Commission expressed
concerns relative to the possible impact of a merger on
portions of the market.  The companies disagreed with these
concerns, but diligently negotiated with the FTC.  They were,
however, unable to reach a solution satisfactory to the
companies.  In addition, various other considerations weighed
in this decision by the companies, including the uncertainty
caused by a lawsuit filed by Longhorn Partners Pipeline against
Holly.

Giant's Chairman and CEO Jim Acridge commented, "We are
disappointed that we were unable to complete this merger. 
Together with Holly, we have worked diligently over the past
four months to successfully resolve the issues with the FTC,
but could not find a solution that we felt was in the best
interest of our stockholders."  Acridge continued, "We are
looking forward to concentrating on our core businesses and
taking advantage of a number of recent changes in our market
area.  Giant, as a net buyer of gasoline and diesel fuel, is in
a unique position to take advantage of these changes."

Giant Industries, Inc., a refiner and marketer of petroleum
products, has reported revenues of $657 million and net
earnings of $15.3 million for fiscal year 1997.  Giant owns and
operates two New Mexico crude oil refineries, a 260 mile crude
oil gathering pipeline system based in Farmington which
services the refineries, a finished products terminal in
Albuquerque, a fleet of 150 crude oil and finished product
truck transports, a Travel Center on I-40 east of Gallup, and a
chain of 165 retail service stations / convenience stores in
New Mexico, Colorado, Utah, and Arizona.  Giant is also the
parent company of Phoenix Fuel Co., Inc., Arizona's largest
independent petroleum products distributor.

"THE SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995.   This press release contains
forward-looking statements that involve risks and
uncertainties, including but not limited to the cancellation of
the merger and future expansion opportunities, and other risks
detailed from time to time in the Company s Securities and
Exchange Commission filings.