<PAGE>
                       FORM 10-Q

           SECURITIES AND EXCHANGE COMMISSION
                 WASHINGTON, D.C. 20549

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended June 30, 1997

                           OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
     SECURITIES EXCHANGE ACT OF 1934.

     For the transition period from _______ to _______.  

               Commission File Number: 1-10398

                   GIANT INDUSTRIES, INC.
     (Exact name of registrant as specified in its charter)


            Delaware                           86-0642718
(State or other jurisdiction of            (I.R.S. Employer
 incorporation or organization)            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

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

                   Yes [X]    No [ ]

Number of Common Shares outstanding at July 31, 1997: 11,022,567 shares.
<PAGE>
<PAGE>
             GIANT INDUSTRIES, INC. AND SUBSIDIARIES
                             INDEX


PART I  - FINANCIAL INFORMATION

Item 1  - Financial Statements

          Condensed Consolidated Balance Sheets
          June 30, 1997 (Unaudited) and December 31, 1996

          Condensed Consolidated Statements of Earnings 
          Three and Six Months Ended June 30, 1997 and 1996 (Unaudited) 

          Condensed Consolidated Statements of Cash Flows
          Six Months Ended June 30, 1997 and 1996 (Unaudited) 

          Notes to Condensed Consolidated Financial Statements
          (Unaudited) 

Item 2  - Management's Discussion and Analysis of
          Financial Condition and Results of Operations

PART II - OTHER INFORMATION

Item 1  - Legal Proceedings

Item 6  - Exhibits and Reports on Form 8-K 

SIGNATURE<PAGE>
<PAGE>
                                 PART I
                         FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

<TABLE>
                       GIANT INDUSTRIES, INC. AND SUBSIDIARIES
                        CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (In thousands)

<CAPTION>
                                                      June 30, 1997   December 31, 1996
                                                      -------------   -----------------
                                                       (Unaudited)
<S>                                                     <C>              <C>
ASSETS

Current assets:
  Cash and cash equivalents                             $   7,136        $  12,628
  Receivables, net                                         48,153           30,764
  Inventories                                              56,305           38,226
  Prepaid expenses and other                                8,699            3,252
  Deferred income taxes                                     1,636            1,636 
                                                        ---------        ---------
     Total current assets                                 121,929           86,506
                                                        ---------        ---------
Property, plant and equipment                             391,988          322,260
  Less accumulated depreciation and amortization         (116,768)        (108,715)
                                                        ---------        ---------
                                                          275,220          213,545
                                                        ---------        ---------
Other assets                                               37,222           23,956
                                                        ---------        ---------
                                                        $ 434,371        $ 324,007
                                                        =========        =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Note payable and current portion of long-term debt    $   5,190        $   1,439
  Accounts payable                                         49,893           35,754
  Accrued expenses                                         24,780           27,772
                                                        ---------        ---------
     Total current liabilities                             79,863           64,965
                                                        ---------        ---------
Long-term debt, net of current portion                    202,358          113,081
Deferred income taxes                                      20,664           19,042
Other liabilities                                           4,753            4,795
Common stockholders' equity                               126,733          122,124
                                                        ---------        ---------
                                                        $ 434,371        $ 324,007
                                                        =========        =========
</TABLE>

See accompanying notes to condensed consolidated financial statements.<PAGE>
<PAGE>
<TABLE>
                               GIANT INDUSTRIES, INC. AND SUBSIDIARIES
                            CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                                             (Unaudited)
                           (In thousands except shares and per share data)

<CAPTION>
                                                        Three Months Ended           Six Months Ended
                                                             June 30,                    June 30,
                                                    -------------------------   -------------------------
                                                       1997          1996          1997          1996
                                                    -----------   -----------   -----------   -----------
<S>                                                 <C>           <C>           <C>           <C>
Net revenues                                        $   154,123   $   135,643   $   270,261   $   239,743
Cost of products sold                                   112,057        92,718       198,645       166,678
                                                    -----------   -----------   -----------   -----------
Gross margin                                             42,066        42,925        71,616        73,065

Operating expenses                                       18,307        15,869        34,129        31,277
Depreciation and amortization                             5,566         4,285        10,571         8,381
Selling, general and administrative expenses              5,360         5,447         9,808         9,042
                                                    -----------   -----------   -----------   -----------
Operating income                                         12,833        17,324        17,108        24,365
Interest expense, net                                     3,305         3,011         5,773         6,377
                                                    -----------   -----------   -----------   -----------
Earnings from continuing operations
  before income taxes                                     9,528        14,313        11,335        17,988
Provision for income taxes                                3,853         5,620         4,536         6,970
                                                    -----------   -----------   -----------   -----------
Earnings from continuing operations                       5,675         8,693         6,799        11,018

Discontinued operations, net                                              (72)                          7
                                                    -----------   -----------   -----------   -----------

Net earnings                                        $     5,675   $     8,621   $     6,799   $    11,025
                                                    ===========   ===========   ===========   ===========
Earnings per common share:
  Continuing operations                             $      0.51   $      0.77   $      0.61   $      0.98
  Discontinued operations                                                
                                                    -----------   -----------   -----------   -----------
  Net earnings                                      $      0.51   $      0.77   $      0.61   $      0.98
                                                    ===========   ===========   ===========   ===========
Weighted average number of shares outstanding        11,070,954    11,260,319    11,084,336    11,255,853
                                                    ===========   ===========   ===========   ===========
</TABLE>

See accompanying notes to condensed consolidated financial statements.<PAGE>
<PAGE>
<TABLE>
                     GIANT INDUSTRIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                  (In thousands)
<CAPTION>
                                                                    Six Months Ended
                                                                        June 30,
                                                                 ---------------------
                                                                   1997         1996
                                                                 --------     --------
<S>                                                              <C>          <C>
Cash flows from continuing operating activities:
  Net earnings                                                   $  6,799     $11,025
  Adjustments to reconcile net earnings to net cash
    provided by continuing operating activities:
      Earnings from discontinued operations                                        (7)
      Depreciation and amortization                                10,571       8,381
      Deferred income taxes                                         1,623       1,665
      Restricted stock award compensation                                          76
      Increase in other non-current liabilities                       562         457
      Other                                                           (49)        (47)
      Changes in operating assets and liabilities, 
        net of the effects of acquisitions:
        Decrease (increase) in receivables                            185      (5,188)
        Increase in inventories                                   (12,201)     (2,314)
        Decrease in prepaid expenses and other                        493       1,678
        (Decrease) increase in accounts payable                    (2,698)      3,557
        Increase in accrued expenses                                1,175       3,774
                                                                 --------     -------
Net cash provided by continuing operating activities                6,460      23,057
                                                                 --------     -------
Cash flows from investing activities:
  Acquisition of businesses, net of cash received                 (47,029)
  Purchases of property, plant and equipment and other assets     (18,466)    (15,780)
  Refinery acquisition contingent payment                          (6,910)
  Proceeds from sale of property, plant and equipment                 246       3,352
  Net change in assets of discontinued operations                                 372
                                                                 --------     -------
Net cash used by investing activities                             (72,159)    (12,056)
                                                                 --------     -------
Cash flows from financing activities:
  Proceeds from long-term debt                                    120,850
  Payments of long-term debt                                      (58,244)    (12,252)
  Payment of dividends                                             (1,114)     (1,156)
  Purchase of treasury stock                                       (1,084)
  Deferred financing costs                                           (201)
  Proceeds from exercise of stock options                                          95
                                                                 --------     -------
Net cash provided (used) by financing activities                   60,207     (13,313)
                                                                 --------     -------
Net decrease in cash and cash equivalents                          (5,492)     (2,312)
Cash and cash equivalents:
  Beginning of period                                              12,628       9,549
                                                                 --------     -------
  End of period                                                  $  7,136     $ 7,237
                                                                 ========     =======
</TABLE>

Noncash Investing and Financing Activities.  In the second quarter of
1997, the Company exchanged an office building with a net book value of
approximately $800,000, a truck maintenance shop with a net book value
of approximately $500,000 and recorded $22,904,000 as long-term debt
for capital leases as part of the acquisition of ninety-six service
station/convenience stores and other assets.  In the second quarter of
1996, the Company accrued $2,250,000 for estimated preacquisition
environmental liabilities assumed in the purchase of the Bloomfield
refinery in the fourth quarter of 1995.  This amount has been added to
property, plant and equipment as an adjustment to the purchase price of
the Bloomfield refinery.

See accompanying notes to condensed consolidated financial statements.<PAGE>
<PAGE>
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (Unaudited)

NOTE 1 - BASIS OF PRESENTATION:

     The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and notes
required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments and
reclassifications considered necessary for a fair and comparable
presentation have been included and are of a normal recurring nature.
Operating results for the six months ended June 30, 1997 are not
necessarily indicative of the results that may be expected for the year
ending December 31, 1997. The enclosed financial statements should be
read in conjunction with the consolidated financial statements and
notes thereto included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1996.

     The Company adopted Statement of Position 96-1 "Environmental
Remediation Liabilities" in the first quarter of 1997. Based on a
review of current environmental remediation activities, there was no
current impact on the Company's financial position or results of
operations.

     In March 1997, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 128,
"Earnings Per Share", which is effective for financial statements for
both interim and annual periods ending after December 15, 1997. Early
adoption of the statement is not permitted. This new standard requires
dual presentation of "basic" and "diluted" earnings per share ("EPS")
on the face of the earnings statement and requires a reconciliation of
the numerators and denominators of basic and diluted EPS calculations.
The Company's current EPS calculation conforms to SFAS No. 128's basic
EPS. Diluted EPS, which includes the effects of dilutive stock options,
is not materially different from basic EPS for the Company.

     In June 1997, the FASB issued SFAS No. 130 "Reporting
Comprehensive Income" and SFAS No. 131 "Disclosures About Segments of
an Enterprise and Related Information". SFAS No. 130 requires that an
enterprise (a) classify items of other comprehensive income by their
nature in a financial statement and (b) display the accumulated balance
of other comprehensive income separately from retained earnings and
additional capital in the equity section of a statement of financial
position. SFAS No. 131 establishes standards for the way that public
enterprises report information about operating segments in annual
financial statements and requires that those enterprises report
selected information about operating segments in interim financial
reports issued to shareholders. It also establishes standards for
disclosures about products and services, geographic areas and major
customers. Both statements are effective for financial statements for
periods beginning after December 15, 1997. The Company has not
completed evaluating the impact of implementing the provisions of SFAS
Nos. 130 and 131.

     Certain reclassifications have been made to the 1996 financial
statements to conform to the statement classifications used in 1997. 
<PAGE>
<PAGE>
NOTE 2 - INVENTORIES:

<TABLE>
<CAPTION>
                                        June 30, 1997    December 31, 1996
                                        -------------    -----------------
                                                  (In thousands)
<S>                                       <C>                <C>
Inventories consist of the following:
First-in, first-out ("FIFO") method:
  Crude oil                               $15,219            $10,443
  Refined products                         27,494             22,462
  Refinery and shop supplies                7,565              7,439
Retail method:
  Merchandise                               5,438              2,768
                                          -------            -------
                                           55,716             43,112
Allowance for last-in, first-out
  ("LIFO") method                             589             (4,886)
                                          -------            -------
                                          $56,305            $38,226
                                          =======            =======
</TABLE>

[CAPTION]
                                        <PAGE>
<PAGE>
NOTE 3 - LONG-TERM DEBT:

     In November 1993, the Company issued $100,000,000 of 9 3/4% senior
subordinated notes ("Notes"). Repayment of the Notes is jointly and
severally guaranteed on an unconditional basis by the Company's direct
and indirect wholly-owned subsidiaries, subject to a limitation
designed to ensure that such guarantees do not constitute a fraudulent
conveyance. Except as otherwise allowed in the Indenture pursuant to
which the Notes were issued, there are no restrictions on the ability
of such subsidiaries to transfer funds to the Company in the form of
cash dividends, loans or advances. General provisions of applicable
state law, however, may limit the ability of any subsidiary to pay
dividends or make distributions to the Company in certain
circumstances.

     Separate financial statements of the subsidiaries are not included
herein because the subsidiaries are jointly and severally liable; the
aggregate assets, liabilities, earnings, and equity of the subsidiaries
are substantially equivalent to the assets, liabilities, earnings and
equity of the Company on a consolidated basis; and the separate
financial statements and other disclosures concerning the subsidiaries
are not deemed material to investors.
<PAGE>
<PAGE>
NOTE 4 - COMMITMENTS AND CONTINGENCIES:

     The Company and certain subsidiaries are defendants to various
legal actions. Certain of these pending legal actions involve or may
involve claims for compensatory, punitive or other damages. Litigation
is subject to many uncertainties and it is possible that some of these
legal actions, proceedings or claims could be decided adversely.
Although the amount of liability at June 30, 1997 with respect to these
matters is not ascertainable, the Company believes that any resulting
liability should not materially affect the Company's financial
condition or results of operations.

     Federal, state and local laws and regulations relating to health
and the environment affect nearly all of the operations of the Company.
As is the case with all companies engaged in similar industries, the
Company faces significant exposure from actual or potential claims and
lawsuits involving environmental matters. These matters include soil
and water contamination, air pollution and personal injuries or
property damage allegedly caused by substances manufactured, handled,
used, released or disposed of by the Company. Future expenditures
related to health and environmental matters cannot be reasonably
quantified in many circumstances due to the speculative nature of
remediation and clean-up cost estimates and methods, imprecise and
conflicting data regarding the hazardous nature of various types of
substances, the number of other potentially responsible parties
involved, various defenses which may be available to the Company and
changing environmental laws and interpretations of environmental laws.

     The United States Environmental Protection Agency notified the
Company in May 1991 that it may be a potentially responsible party for
the release or threatened release of hazardous substances, pollutants,
or contaminants at the Lee Acres Landfill ("Landfill"), which is owned
by the United States Bureau of Land Management ("BLM") and which is
adjacent to the Company's Farmington refinery. This refinery was
operated until 1982. Although a final plan of action for the Landfill
has not yet been adopted by the BLM, the BLM has developed a proposed
plan of action, which it projects will cost approximately $3,900,000 to
implement. This cost projection is based on certain assumptions which
may or may not prove to be correct, and is contingent on confirmation
that the remedial actions, once implemented, are adequately addressing
Landfill contamination. For example, if assumptions regarding
groundwater mobility and contamination levels are incorrect, BLM is
proposing to take additional remedial actions with an estimated cost of
approximately $1,800,000. Potentially responsible party liability is
joint and several, such that a responsible party may be liable for all
of the clean-up costs at a site even though it was responsible for only
a small part of such costs. Based on current information, the Company
does not believe it needs to record a liability in relation to the
BLM's proposed plan.

     The Company has an environmental liability accrual of
approximately $2,900,000. Approximately $900,000 relates to ongoing
environmental projects, including the remediation of a hydrocarbon
plume at the Company's Farmington refinery and hydrocarbon
contamination on and adjacent to 5.5 acres the Company owns in
Bloomfield, New Mexico. The remaining amount of approximately
$2,000,000 relates to certain environmental obligations assumed in the
acquisition of the Bloomfield refinery. The environmental accrual is
recorded in the current and long-term sections of the Company's
Consolidated Balance Sheet.

     The Company has received several tax notifications and assessments
from the Navajo Nation relating to crude oil and natural gas removed
from properties located outside the boundaries of the Navajo Indian
Reservation in an area of disputed jurisdiction, including a $1,800,000
severance tax assessment issued to Giant Arizona in November 1991. The
Company has invoked its appeal rights with the Nation's Tax Commission
in connection with this assessment and intends to oppose the
assessment. It is the Company's position that it is in substantial
compliance with laws applicable to the disputed area and, therefore,
has accrued a liability in regards thereto for substantially less than
the amount of the original assessment. It is possible that the
Company's assessments will have to be litigated by the Company before
final resolution. In addition, the Company may receive further tax
assessments.

<PAGE>
<PAGE>
NOTE 5 - ACQUISITIONS AND PRO FORMA FINANCIAL INFORMATION:

     Over the period May 28, 1997 to May 31, 1997, Giant Four Corners,
Inc., ("GFC"), an indirect wholly-owned subsidiary of the Company,
completed the acquisition of ninety-six retail service
station/convenience stores, seven additional retail locations for
future development, certain petroleum transportation and maintenance
assets, options to acquire service station/convenience stores and other
related assets (the "Thriftway Assets"). The assets were acquired from
Thriftway Marketing Corp. and Clayton Investment Company and from 
entities related to such sellers (collectively, "Thriftway").

     Thirty-two service station/convenience stores, the seven retail
locations for future development, the transportation and maintenance
assets, the options to acquire service station/convenience stores and
other related assets were purchased for approximately $19,100,000 in
cash, an office building with a net book value of approximately
$800,000 and a truck maintenance shop with a net book value of
approximately $500,000. GFC is leasing the remaining sixty-four service
station/convenience stores and related assets for a period of ten years
and intends to purchase them pursuant to options to purchase during the
ten year period for approximately $22,900,000. The leased service
station/convenience stores will be accounted for as capital leases and
will initially require annual lease payments of approximately $2,600,000.
These lease payments will be reduced as the individual service
station/convenience stores are purchased pursuant to the options. The
amount paid for the options, described here and below, will be applied
to the acquisition of the last service station/convenience stores
purchased pursuant to such options.

     The service station/convenience stores acquired are retail outlets
that sell various grades of gasoline, diesel fuel and merchandise to
the general public and are located in New Mexico, Arizona, Colorado and
Utah, in or adjacent to the Company's primary market area. GFC intends
to use substantially all of the assets acquired in a manner consistent
with their previous operation. A small number of the acquired service
station/convenience stores have been targeted for disposal and will be
sold for use other than as retail service station/convenience stores.

     GFC also entered into a consignment agreement with Thriftway to
supply finished product to sixteen service station/convenience stores
operated by Thriftway which are located on the Navajo, Ute and Zuni
Indian Reservations. Under this agreement, GFC will receive the profits
from the finished product sales and will pay Thriftway annual
consignment fees. GFC has options to purchase these service
station/convenience stores. The Company has also entered into long-term
supply arrangements with Thriftway to provide gasoline and diesel fuel
to other service stations in the area that will continue to be operated
by Thriftway.

     In addition, GFC has one-year options to purchase forty-five
additional units from Thriftway that are located in Wyoming, Texas and
Montana. 

     GFC paid additional monies for finished product, merchandise and
supply inventories associated with the units acquired. The amount paid
approximated the sellers' cost of such inventories. 

     On June 3, 1997, Giant Industries Arizona, Inc., ("Giant
Arizona"), a wholly-owned subsidiary of the Company, purchased all of
the issued and outstanding common stock of Phoenix Fuel Co., Inc.
("Phoenix Fuel") from J. W. Wilhoit, as Trustee of the Wilhoit Trust
Agreement Dated 12/26/74 and other related entities for approximately
$30,000,000 in cash.

     Phoenix Fuel is an independent industrial/commercial petroleum
products distributor with wholesale fuel sales of approximately 16,000
barrels per day and cardlock fuel sales of approximately 2,000 barrels
per day, including gasoline, diesel fuel, burner fuel, jet fuel,
aviation fuel and kerosene. In addition, Phoenix Fuel distributes oils
and lubricants such as motor oil, hydraulic oil, gear oil, cutting oil
and grease. 

     Phoenix Fuel has nine bulk petroleum distribution plants,
twenty-two cardlock fueling operations, a lubricant storage and 
distribution facility and operates a fleet of forty finished product 
truck transports. These assets and related operations are located
throughout the state of Arizona and will continue to be used in a manner
consistent with their previous operation.

     The acquisitions of the Thriftway Assets and Phoenix Fuel, (the
"Acquisitions") have been accounted for using the purchase method.
The results of operations of the acquired businesses for June 1997
have been included in the Company's consolidated statement of earnings
for the six months ended June 30, 1997. The Company recorded estimated
goodwill of approximately $10,000,000 for the acquisition of Phoenix
Fuel and $1,000,000 for the acquisition of the Thriftway Assets,
pending final allocation of the purchase price. The Company plans to
amortize goodwill over 20 years.

     The Acquisitions were funded under the Company's Credit Agreement,
(the "Agreement"), dated October 4, 1995, as amended, with a group of
banks. This Agreement was amended effective May 23, 1997 to increase
the borrowing commitment under the unsecured capital expenditure
facility portion of the Agreement to $70,000,000 from $30,000,000 and
to extend the due date to May 23, 2000 from October 4, 1998, for both
the unsecured capital expenditure facility and the unsecured working
capital facility. The proceeds of the capital expenditure facility can
be used for the following: (a) to purchase the Thriftway Assets and for
the purchase of the common stock of Phoenix Fuel, (b) to repurchase
shares of the Company's common stock, and (c) for acquisitions, capital
expenditures and general corporate purposes, but not for working
capital expenditures. On May 23, 1999, the borrowing commitment under
the capital expenditure facility is required to be reduced by
$20,000,000. At June 30, 1997, direct borrowings under the capital
expenditure facility was $60,000,000. Funds under the working capital
facility portion of the Agreement are available to provide working
capital and letters of credit in the ordinary course of business. At
June 30, 1997, direct borrowings under the working capital facility
were $14,000,000 and there were approximately $15,900,000 of
irrevocable letters of credit outstanding. Certain covenants and
restrictions contained in the original Credit Agreement were also
modified. The interest rate on these unsecured facilities is tied to
various short-term indices and the associated interest rate margin has
been revised downward. The interest rate at June 30, 1997 was
approximately 6.5%. Phoenix Fuel will be a guarantor under the
Agreement and the Indenture, dated as of November 29, 1993 among Giant,
as Issuer, the Subsidiary Guarantors, as guarantors, and NBD Bank,
National Association, as Trustee, relating to $100,000,000 of 9 3/4%
Senior Subordinated Notes due 2003.

     The following unaudited pro forma combined condensed statements of
earnings for the six months ended June 30, 1997 and 1996 combine the
historical financial information for the Company, the Thriftway Assets
and Phoenix Fuel assuming the acquisitions were consummated at the
beginning of the periods presented. The pro forma statements include
the results of operations of the Company and the Acquisitions, along
with adjustments which give effect to events that are directly
attributable to the transactions and which are expected to have a
continuing impact.

     This unaudited pro forma financial information does not purport to
represent the results of operations that actually would have resulted
had the purchase occurred on the date specified, nor should it be taken
as indicative of the future results of operations.

<PAGE>
<PAGE>
<TABLE>
                  PRO FORMA COMBINED CONDENSED STATEMENTS OF EARNINGS
                        SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                    (IN THOUSANDS, EXCEPT SHARES AND PER SHARE DATA)
                                     (UNAUDITED)
<CAPTION>
                                                           Pro Forma    Pro Forma
                                                             1997         1996
                                                          ----------   ----------
<S>                                                       <C>          <C>
Net revenues                                              $  403,167   $  373,421
Cost of products sold                                        310,371      275,252
                                                          ----------   ----------
Gross margin                                                  92,796       98,169
Operating expenses                                            46,187       45,669
Depreciation and amortization                                 13,230       11,457
Selling, general and administrative expenses                  12,910       11,681
                                                          ----------   ----------
Operating income                                              20,469       29,362
Interest expense, net                                          8,551        9,616
                                                          ----------   ----------
Earnings from continuing operations before income taxes       11,918       19,746
Provision for income taxes                                     4,769        7,673
                                                          ----------   ----------
Earnings from continuing operations                       $    7,149   $   12,073
                                                          ==========   ==========
Earnings per common share for continuing operations       $      .64   $     1.07
                                                          ==========   ==========
Weighted average number of shares outstanding             11,084,336   11,255,853
                                                          ==========   ==========
</TABLE>

<PAGE>
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS.

RESULTS OF OPERATIONS

EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 
-------------------------------------------------------
     Earnings from continuing operations before income taxes were $9.5
million for the three months ended June 30, 1997, a decrease of
approximately $4.8 million from $14.3 million for the three months
ended June 30, 1996. For the six months ended June 30,1997, earnings
from continuing operations before income taxes were $11.3 million, a
decrease of $6.6 million from the $17.9 million reported in the
comparable 1996 period. In both periods, the decrease is primarily the
result of a decline in refinery margins, partially attributable to a
decline in West Coast product prices, and higher depreciation and
amortization costs in the 1997 periods. In addition, earnings were
negatively impacted by a major maintenance turnaround at the Bloomfield
refinery which curtailed production, reducing Bloomfield refinery sales
volumes by 23% and 9% for the three and six month periods,
respectively. These decreases were offset in part by contributions from
the acquisitions of ninety-six retail service station/convenience
stores and the operations of Phoenix Fuel Co., Inc. (the
"Acquisitions") in the second quarter of 1997.

REVENUES
--------
     Revenues for the three months ended June 30, 1997, increased
approximately $18.5 million or 14% to $154.1 million from $135.6
million in the comparable 1996 period. The increase is primarily due to
the Acquisitions, offset in part by an 8% decline in refinery weighted
average selling prices and 2% decline in refinery finished product
sales volumes.

     The volumes of refined products sold through the Company's retail
units increased approximately 30% from 1996 second quarter levels
primarily due to the acquisition of the ninety-six retail service
station/convenience stores, and also due to a 4% increase in the volume
of finished product sold from the Company's other service
station/convenience stores and a 7% increase in volumes sold from the
Company's travel center.

     Revenues for the six months ended June 30, 1997, increased
approximately $30.6 million or 13% to $270.3 million from $239.7
million in the comparable 1996 period. The increase is primarily due to
the Acquisitions and a 2% increase in refinery weighted average selling
prices, offset in part by a 1% decline in refinery finished product
sales volumes.

     The volumes of refined products sold through the Company's retail
units increased approximately 14% during the first six months of 1997
primarily due to the acquisition of the ninety-six retail service
station/convenience stores and a 2% increase in the volume of finished
product sold from the Company's other service station/convenience
stores. These increases were offset in part by a 5% decline in volumes
sold from the Company's travel center.

COST OF PRODUCTS SOLD
---------------------
     For the three months ended June 30, 1997, cost of products sold
increased $19.3 million or 21% to $112.0 million from $92.7 million in
the corresponding 1996 period. The increase is primarily due to the
Acquisitions, offset in part by a 6% decrease in average crude oil
costs and a 2% decline in refinery finished product sales volumes. 

     For the six months ended June 30, 1997, cost of products sold
increased $31.9 million or 19% to $198.6 million from $166.7 million in
the corresponding 1996 period. The increase is primarily due to the
Acquisitions, along with a 6% increase in average crude oil costs,
offset in part by a 1% decline in refinery finished product sales
volumes. In addition, the liquidation of certain lower cost crude oil
LIFO inventory layers in the first quarter of 1996 reduced 1996 cost of
products sold by approximately $2.1 million. There were no similar
liquidations in 1997.

OPERATING EXPENSES
------------------
     For the three months ended June 30, 1997, operating expenses
increased approximately $2.4 million or 15% to $18.3 million from $15.9
million in the three months ended June 30, 1996. 

     For the six months ended June 30, 1997, operating expenses
increased approximately $2.8 million or 9% to $34.1 million from $31.3
million in the six months ended June 30, 1996. 

     Approximately 86% of the three month increase and 73% of the six
month increase is due to the Acquisitions. The remaining increases in
each period are due to increases in payroll and related costs, higher
refinery fuel costs and increased retail advertising costs. These
increases were offset in part by a reduction in refinery utility costs,
and additionally in the six month period by a reduction in refinery
contract labor expenditures.

DEPRECIATION AND AMORTIZATION
-----------------------------
     For the three months ended June 30, 1997, depreciation and
amortization increased approximately $1.3 million or 30% to $5.6
million from $4.3 million in the same 1996 period.

     For the six months ended June 30, 1997, depreciation and
amortization increased approximately $2.2 million or 26% to $10.6
million from $8.4 million in the same 1996 period.

     Approximately 35% of the three month increase and 21% of the six
month increase is due to the Acquisitions. The remaining increases in
each period are primarily related to 1996 acquisitions, construction,
remodeling and upgrades in retail and refinery operations, along with
the amortization of certain 1996 refinery unit turnaround costs.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
--------------------------------------------
     For the three months ended June 30, 1997, selling, general and
administrative expenses decreased approximately $0.1 million or 2% to
$5.3 million from $5.4 million in the corresponding 1996 period. The
decrease is primarily the result of higher 1996 expenses relating to
accruals for estimated severance tax assessments and environmental
liabilities. These reductions were offset by higher payroll and related
costs, due in part to planning for and in anticipation of future
growth, and additional selling, general and administrative expenses
related to Phoenix Fuel Co., Inc., in the 1997 period.

     For the six months ended June 30, 1997, selling, general and
administrative expenses increased approximately $0.8 million or 8% to
$9.8 million from $9.0 million in the corresponding 1996 period. The
increase is primarily the result of higher payroll and related costs,
due in part to planning for and in anticipation of future growth, and
additional selling, general and administrative expenses related to
Phoenix Fuel Co., Inc., in the 1997 period. The increase was offset in
part by higher 1996 expenses relating to accruals for estimated
severance tax assessments and environmental liabilities.

INTEREST EXPENSE, NET
---------------------
     For the three months ended June 30, 1997, net interest expense
(interest expense less interest income) increased approximately $0.3
million or 10% to $3.3 million from $3.0 million in the comparable 1996
period. The increase is primarily due to an increase in interest
expense due to an increase in long-term debt related to the
Acquisitions, offset in part by a reduction in interest expense related
to the payment of approximately $32.0 million of long-term debt in 1996
from operating cash flow and the sale of the Company's oil and gas
operations. The average interest rate for the 1997 period is slightly
higher due to the capital lease transactions related to the acquisition
of the ninety-six retail service station/convenience stores.

     For the six months ended June 30, 1997, net interest expense
decreased approximately $0.6 million or 9% to $5.8 million from $6.4
million in the comparable 1996 period. The decrease is primarily due to
a reduction in interest expense related to the payment of approximately
$32.0 million of long-term debt in 1996 from operating cash flow and
the sale of the Company's oil and gas operations, offset in part by an
increase in interest expense due to the increase in long-term debt
related to the Acquisitions.

INCOME TAXES
------------
     Income taxes for the three and six months ended June 30, 1997 and
1996 were computed in accordance with Statement of Financial Accounting
Standards No. 109, resulting in effective tax rates of approximately
40% for each 1997 period and 39% for each 1996 period.

DISCONTINUED OPERATIONS
-----------------------
     Substantially all of the Company's oil and gas assets were sold in
August 1996.


LIQUIDITY AND CAPITAL RESOURCES

CASH FLOW FROM OPERATIONS
-------------------------
     Operating cash flows for the first six months of 1997 decreased
compared to the first six months of 1996, primarily as the result of
the differences in the net changes in working capital items in each
period and lower net earnings in the first six months of 1997. Net cash
provided by operating activities of continuing operations totaled $6.5
million for the six months ended June 30, 1997, compared to $23.1
million for the comparable 1996 period. 

WORKING CAPITAL
---------------
     Working capital at June 30,1997 consisted of current assets of
$121.9 million and current liabilities of $79.9 million, or a current
ratio of 1.53:1. At December 31, 1996, the current ratio was 1.33:1
with current assets of $86.5 million and current liabilities of $65.0
million.

     Current assets have increased since December 31, 1996, primarily
due to an increase in accounts receivable, inventories and prepaid
items, offset in part by a decrease in cash and cash equivalents.
Accounts receivable and prepaid items have increased primarily as the
result of the Acquisitions. Inventories have increased due to the
Acquisitions and a 78% increase in crude oil inventory volumes. Current
liabilities have increased due to an increase in note payable and the
current portion of long-term debt and accounts payable, offset in part
by a decrease in accrued expenses. Note payable and the current portion
of long-term debt have increased as the result of the acquisition of
Phoenix Fuels Co., Inc. Accounts payable have increased primarily as
the result of the Acquisitions, offset in part by a decline in the cost
of raw materials. Accrued expenses have declined primarily due to the
payment of a contingent liability related to the Bloomfield refinery
acquisition, offset in part by increases resulting from the
Acquisitions.

CAPITAL EXPENDITURES AND RESOURCES
----------------------------------
     Net cash used in investing activities for the purchase of
property, plant and equipment and other assets totaled approximately
$18.5 million for the first six months of 1997, including capacity
enhancement projects, facility upgrades and turnaround expenditures at
the refineries; major remodeling expenditures at two retail units, the
acquisition of land for future retail operations and continuing retail
equipment and system upgrades; and transportation equipment and
facility upgrades.

     During the second quarter, the Bloomfield refinery completed a
major, every four year, maintenance turnaround including certain
debottlenecking procedures that increased reformer capacity by
approximately 500 bbls per day.

     In March 1997, the Ciniza refinery completed a reformer and
isomerization unit turnaround including certain debottlenecking
procedures that increased reformer capacity by approximately 700 bbls
per day and isomerization capacity by approximately 1,000 bbls per day.

     Over the period May 28, 1997 to May 31, 1997, the Company
completed the acquisition of ninety-six retail service
station/convenience stores, seven additional retail locations for
future development, certain petroleum transportation and maintenance
assets, options to acquire service station/convenience stores and other
related assets (the "Thriftway Assets"). The assets were acquired from
Thriftway Marketing Corp. and Clayton Investment Company and from
entities related to such sellers (collectively, "Thriftway").

     The consideration paid by the Company for thirty-two service
station/convenience stores, the seven retail locations for future
development, the transportation and maintenance assets, the options to
acquire service station/convenience stores and other related assets was
approximately $19.1 million in cash, an office building with a net book
value of approximately $0.8 million and a truck maintenance shop with a
net book value of approximately $0.5 million. The Company leased the
remaining sixty-four service station/convenience stores and related
assets for a period of ten years and intends to purchase them pursuant
to options to purchase during the ten year period for approximately
$22.9 million. The leased service station/convenience stores will be
accounted for as capital leases and will initially require annual lease
payments of approximately $2.6 million. These lease payments will be
reduced as the individual service station/convenience stores are
purchased pursuant to the options. The amount paid for the options,
described here and below, will be applied to the acquisition of the
last service station/convenience stores purchased pursuant to such
options. 

     The service station/convenience stores acquired are retail outlets
that sell various grades of gasoline, diesel fuel and merchandise to
the general public and are located in New Mexico, Arizona, Colorado and
Utah, in or adjacent to the Company's primary market area. The Company
intends to use substantially all of the assets acquired in a manner
consistent with their previous operation. A small number of the
acquired service station/convenience stores have been targeted for
disposal.

     The Company also entered into a consignment agreement with
Thriftway to supply finished product to sixteen service
station/convenience stores operated by Thriftway which are located on
the Navajo, Ute and Zuni Indian Reservations. Under this agreement, the
Company will receive the profits from the finished product sales and
will pay Thriftway annual consignment fees. The Company has options to
purchase these service station/convenience stores. The Company has also
entered into other long-term supply arrangements with Thriftway to
provide gasoline and diesel fuel to other service stations in the area
that will continue to be operated by Thriftway.

     In addition, the Company has one-year options to purchase
forty-five additional units from Thriftway that are located in Wyoming,
Texas and Montana. 

     The Company paid additional monies for finished product,
merchandise and supply inventories associated with the units acquired.
The amount paid approximated the sellers' cost of such inventories. 

     On June 3, 1997, the Company purchased all of the issued and
outstanding common stock of Phoenix Fuel Co., Inc. ("Phoenix Fuel")
for approximately $30.0 million.

     Phoenix Fuel is an independent industrial/commercial petroleum
products distributor with wholesale fuel sales of approximately
16,000 barrels per day and cardlock fuel sales of approximately 2,000
barrels per day, including gasoline, diesel fuel, burner fuel, jet
fuel, aviation fuel and kerosene. In addition, Phoenix Fuel distributes
oils and lubricants such as motor oil, hydraulic oil, gear oil, cutting
oil and grease. 

     Phoenix Fuel has nine bulk petroleum distribution plants,
twenty-two cardlock fueling operations, a lubricant storage and
distribution facility and operates a fleet of forty finished product
truck transports. These assets and related operations are located
throughout the state of Arizona and will continue to be used in a
manner consistent with their previous operation.

     The acquisitions of the Thriftway Assets and Phoenix Fuel, (the
"Acquisitions") were funded with $54.0 million of indebtedness incurred
under the Company's Credit Agreement, as more fully described below.

     On a pro forma basis, assuming the Acquisitions occurred on
January 1, 1996, the Company's net revenues would have been $785.8
million and $403.2 million, net earnings from continuing operations
would have been $19.7 million and $7.1 million and earnings from
continuing operations per common share would have been $1.76 and $0.64
for the year ended December 31, 1996 and the six months ended June 30,
1997, respectively. This unaudited pro forma financial information does
not purport to represent the results of operations that actually would
have resulted had the purchase occurred on the date specified, nor
should it be taken as indicative of the future results of operations.

     The Company continues to investigate other strategic acquisitions
as well as capital improvements to its existing facilities. The Company
is also actively pursuing the possible sale or exchange of
non-strategic or underperforming assets.

     Working capital, including that necessary for capital expenditures
and debt service, will be funded through cash generated from operating
activities, existing cash balances and, if necessary, future
borrowings. Future liquidity, both short and long-term, will continue
to be primarily dependent on producing and selling sufficient
quantities of refined products at margins sufficient to cover fixed and
variable expenses.

CAPITAL STRUCTURE
-----------------
     At June 30, 1997 and December 31, 1996, the Company's long-term
debt was 61.5% and 48.1% of total capital, respectively. The increase
is primarily due to an increase in long-term debt resulting from the
Acquisitions and borrowings under the Company's working capital
facility, offset in part by an increase in stockholders' equity due to
net earnings which were offset in part by the acquisition of shares of
the Company's common stock accounted for as treasury shares. The
Company's net debt (long-term debt less cash and cash equivalents) to
total capitalization percentages were 60.6% and 45.1% at June 30, 1997
and December 31, 1996, respectively.

     The Company's capital structure includes $100.0 million in aggregate
principal amount of 9 3/4% senior subordinated notes ("Notes") that
mature in 2003. Repayment of the Notes is jointly and severally
guaranteed on an unconditional basis by the Company's direct and
indirect wholly-owned subsidiaries, subject to a limitation designed to
ensure that such guarantees do not constitute a fraudulent conveyance.
Except as otherwise allowed in the Indenture pursuant to which the
Notes were issued, there are no restrictions on the ability of such
subsidiaries to transfer funds to the Company in the form of cash
dividends, loans or advances. General provisions of applicable state
law, however, may limit the ability of any subsidiary to pay dividends
or make distributions to the Company in certain circumstances.

     In October 1995, the Company entered into a Credit Agreement with
a group of banks under which $30.0 million was borrowed pursuant to a
three-year unsecured revolving term facility to provide financing for
the purchase of the Bloomfield refinery. This revolving term facility
was repaid from cash on hand and proceeds from the sale of the
Company's oil and gas assets. This Agreement was amended effective May
23, 1997 to increase the borrowing commitment under the unsecured
capital expenditure facility portion of the Agreement to $70.0 million
from $30.0 million and to extend the due date to May 23, 2000 from
October 4, 1998, for both the unsecured capital expenditure facility
and the unsecured working capital facility. The Company borrowed $54.0
million under this capital expenditure facility to fund the amounts
paid with respect to the Acquisitions. Additional borrowings under the
capital expenditure facility can be used to repurchase shares of the
Company's common stock, and for acquisitions, capital expenditures and
general corporate purposes, but not for working capital expenditures.
On May 23, 1999, the borrowing commitment under the capital expenditure
facility is required to be reduced by $20.0 million. At June 30, 1997,
direct borrowings under this facility were $60.0 million. This facility
has a floating interest rate that is tied to various short-term
indices. At June 30, 1997, this rate was approximately 6.5% per annum.

     In addition, the Credit Agreement contains a three-year unsecured
working capital facility to provide working capital and letters of
credit in the ordinary course of business. The availability under this
working capital facility is the lesser of (i) $40.0 million, or (ii)
the amount determined under a borrowing base calculation tied to
eligible accounts receivable and inventories as defined in the Credit
Agreement. At June 30, 1997, the lesser amount was $40.0 million. This
facility has a floating interest rate that is tied to various
short-term indices. At June 30, 1997, this rate was approximately 6.5%
per annum. Direct borrowings under this arrangement were $14.0 million
at June 30, 1997, and there were approximately $15.9 million of
irrevocable letters of credit outstanding, primarily to secure
purchases of raw materials. Borrowings under this facility are
generally higher at month end due to payments for raw materials and
various taxes.

     The Credit Agreement contains certain covenants and restrictions
which require the Company to, among other things, maintain a minimum
consolidated net worth; minimum fixed charge coverage ratio; minimum
funded debt to total capitalization percentage; and places limits on
investments, prepayment of senior subordinated debt, guarantees, liens
and restricted payments. The Credit Agreement is guaranteed by
substantially all of the Company's direct and indirect wholly-owned
subsidiaries. The Company is required to pay a quarterly commitment fee
based on the unused amount of each facility.

     Phoenix Fuel will be a guarantor under the Credit Agreement and the
Indenture, dated as of November 29, 1993 among Giant, as Issuer, the
Subsidiary Guarantors, as guarantors, and NBD Bank, National Association,
as Trustee, relating to the Notes.

     The Company's Board of Directors has authorized the repurchase of
up to 1.5 million shares of the Company's common stock. During the
quarter, the Company repurchased 75,300 shares of its common stock at a
weighted average price of $14.40 per share including commissions. From
the inception of the stock repurchase plan, the Company has repurchased
1,198,800 shares at a weighted cost of $9.90.

     On May 7, 1997, the Company's Board of Directors declared a cash
dividend on common stock of $0.05 per share payable to stockholders of
record on July 24, 1997. This dividend was paid on August 6, 1997.
Future dividends, if any, are subject to the results of the Company's
operations, existing debt covenants and declaration by the Company's
Board of Directors.

OTHER
-----
     Federal, state and local laws and regulations relating to health
and the environment affect nearly all of the operations of the Company.
As is the case with all companies engaged in similar industries, the
Company faces significant exposure from actual or potential claims and
lawsuits involving environmental matters. These matters include soil
and water contamination, air pollution and personal injuries or
property damage allegedly caused by substances manufactured, handled,
used, released or disposed of by the Company. Future expenditures
related to health and environmental matters cannot be reasonably
quantified in many circumstances for various reasons, including the
speculative nature of remediation and cleanup cost estimates and
methods, imprecise and conflicting data regarding the hazardous nature
of various types of substances, the number of other potentially
responsible parties involved, various defenses which may be available
to the Company and changing environmental laws and interpretations of
environmental laws.

     Rules and regulations implementing federal, state and local laws
relating to health and the environment will continue to affect the
operations of the Company. The Company cannot predict what health or
environmental legislation or regulations will be enacted or become
effective in the future or how existing or future laws or regulations
will be administered or enforced with respect to products or activities
of the Company. Compliance with more stringent laws or regulations, as
well as more vigorous enforcement policies of the regulatory agencies,
could have an adverse effect on the financial position and the results
of operations of the Company and could require substantial expenditures
by the Company for the installation and operation of refinery
equipment, pollution control systems and other equipment not currently
possessed by the Company.

     The Arizona Legislature mandated the use of reformulated gasolines
in Maricopa County, Arizona, effective July 1997. The Company currently
owns and operates six service station/convenience stores in Maricopa
County and, with the acquisition of Phoenix Fuel, has acquired other
retail/wholesale marketing operations, some of which are also located
in Maricopa County. The Company does not currently manufacture
reformulated gasoline because it is not mandated in its primary market
area. The Company could manufacture reformulated gasoline by making
certain capital improvements at its refineries. The Company does not
believe the mandate will have a material impact on current or future
operations.

     The Company believes that local crude oil production currently
approximates 98% of aggregate local crude oil demand and that the
supply of crude oil and condensate in the Four Corners is improving as
a result of enhanced recovery programs and increased drilling
activities by major oil companies in the area. The Company is currently
able to supplement local crude oil supplies with Alaska North Slope
crude oil ("ANS") through its gathering systems interconnection with
the Four Corners and Texas-New Mexico common carrier pipeline systems.
Based on projections of local crude oil availability form the field and
current levels of usage of ANS (which are limited to 1,500 bpd by the
refineries' configurations), the Company believes an adequate supply of
crude oil and other feedstocks will be available from local producers,
crude oil sourced through common carrier pipelines and other sources to
sustain refinery operations for the foreseeable future at substantially
the levels currently being experienced. However, there is no assurance
that this situation will continue.

     The Company continues to evaluate other supplemental crude oil
supply alternatives for its refineries on both a short-term and long-
term basis. Among other alternatives, the Company has considered making
additional equipment modifications to increase its ability to use
alternative crude oils and natural gas liquids ("NGLs") and can install
additional rail facilities to enable the Company to provide incremental
crude oil and other intermediate feedstocks to supplement local supply
sources in the most cost effective manner. The Company understands that
production of ANS is declining and is aware of proposals that would, at
some time in the future, eliminate the shipping of ANS through the Four
Corners pipeline system. In such event, the Company has identified
potential opportunities for accessing other supplemental crude oil
supplies via this pipeline. In addition, the Four Corners area produces
significant amounts of NGLs, most of which are currently shipped out of
the area by pipeline. The Company is undertaking several projects at
its refineries in 1997 to increase its ability to utilize NGLs, which
historically have been lower cost feedstocks than crude oil. These 1997
projects should increase the amount of natural gasoline used by the
Company's refineries by approximately 2,500 barrels per day and should
result in the production of an equivalent number of barrels per day of
additional gasoline. Any significant long-term interruption in crude
oil supply or the crude oil transportation system, however, would have
an adverse effect on the Company's operations.

     If additional supplemental crude oil becomes necessary, the
Company intends to implement then available alternatives as necessary
and as is most advantageous under then prevailing conditions. The
Company currently believes that the most desirable strategy to
supplement local crude oil supplies, on a long-term basis, would be the
delivery of supplemental crude oil from outside of the Four Corners
area by pipeline. Such crude oil may be of lesser quality than locally
available crude oils, and the Company believes such crude oil will
generally have a delivered cost greater than that of locally available
crude oil. Implementation of supplemental supply alternatives may
result in additional raw material costs, operating costs, capital
costs, or a combination thereof in amounts which are not presently
ascertainable by the Company but which will vary depending on factors
such as the specific alternative implemented, the quantity of
supplemental feedstocks required, and the date of implementation.
Implementation of some supply alternatives requires the consent or
cooperation of third parties and other considerations beyond the
control of the Company.

     The Company is aware of a number of proposals or industry
discussions regarding product pipeline projects that if and when
undertaken and completed could impact portions of its marketing areas.
One of these projects, the expansion of the ATA Line (formerly called
the Emerald Line) into Albuquerque, is being implemented and is
reportedly scheduled for completion in 1997. Another of these announced
projects, which would result in a refined products pipeline from
Southeastern New Mexico to the Albuquerque and Four Corners markets, is
reportedly scheduled for completion in 1998. The various proposed
projects involve new construction of connecting pipelines and in some
cases the reversal of existing crude oil or natural gas liquids
pipelines. The completion of some or all of these projects would result
in increased competition by increasing the amount of refined products
available in the Albuquerque and Four Corners market areas.

     "Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995: This report contains forward-looking statements
that involve risks and uncertainties, including but not limited to
economic, competitive and governmental factors affecting the Company's
operations, markets, products, services and prices; the continuing
effect of the acquisition of the ninety-six retail service
station/convenience stores and the operations of Phoenix Fuel Co. Inc.
on the Company' s financial position and results of operations; the
impact of the mandated use of reformulated gasolines on the Company's
operations; the adequacy of raw material supplies and the potential
effects of various pipeline projects as they relate to the Company's
market area and future profitability and other risks detailed from time
to time in the Company's filings with the Securities and Exchange
Commission.

<PAGE>
<PAGE>
                                  PART II

                             OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

     There are no material pending legal proceedings required to be
reported pursuant to Item 103 of Regulation S-K. The Company is a
party to ordinary routine litigation incidental to its business. In
addition, there is hereby incorporated by reference the information 
regarding contingencies in Note 4 to the Unaudited Condensed
Consolidated Financial Statements set forth in Item 1, Part I hereof
and the discussion of certain contingencies contained herein under the
heading "Liquidity and Capital Resources - Other."

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:

     11 - Computation of Per Share Data.

     27 - Financial Data Schedule.

(b)  Reports on Form 8-K. Report on Form 8-K dated May 28, 1997, with
     respect to the Company's acquisition of ninety-six retail service
     station/convenience stores, seven additional retail locations for
     future development, certain petroleum transportation and 
     maintenance assets, options to acquire service station/convenience
     stores and other related assets. No financial statements were
     filed with this Form 8-K pursuant to Rule 3-05 of Regulation S-X
     because none of the materiality tests exceeded the 20% level.

     Report on form 8-K dated June 3, 1997, with respect to the 
     Company's acquisition of Phoenix Fuel Co., Inc. No financial
     statements were filed with this Form 8-K pursuant to Rule 3-05 of
     Regulation S-X because none of the materiality tests exceeded
     the 20% level.
<PAGE>
<PAGE>
                                 SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report on Form 10-Q for the
quarter ended June 30, 1997 to be signed on its behalf by the undersigned 
thereunto duly authorized.

                           GIANT INDUSTRIES, INC.


                           /s/ A. WAYNE DAVENPORT
                           --------------------------------------------
                           A. Wayne Davenport
                           Vice President and Chief Financial Officer
                           (Principal Financial and Accounting Officer)

Date: August 12, 1997