EXHIBIT 31.2

                  CERTIFICATION PURSUANT TO SECTION 302
                    OF THE SARBANES-OXLEY ACT OF 2002

     I, Mark B. Cox, certify that:

     1.     I have reviewed this quarterly report on Form 10-Q of Giant
Industries, Inc.;

     2.     Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the
period covered by this report;

     3.     Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report;

     4.     The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
the registrant and have:

            (a)  Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which
this report is being prepared;

            (b)  Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on
such evaluation; and

            (c)  Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth fiscal
quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the registrant's internal
control over financial reporting; and

     5.     The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee
of the registrant's board of directors (or persons performing the
equivalent functions):

            (a)  All significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's ability
to record, process, summarize and report financial information; and

            (b)  Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal control over financial reporting.

Date:  May 14, 2004.



                                 By:     /s/ MARK B. COX
                                    -----------------------------
                                 Name:   Mark B. Cox
                                 Title:  Chief Financial Officer