<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 September 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 October 31, 1997: 11,032,567 shares.
<PAGE>
<PAGE>
             GIANT INDUSTRIES, INC. AND SUBSIDIARIES
                             INDEX


PART I  - FINANCIAL INFORMATION

Item 1  - Financial Statements

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

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

          Condensed Consolidated Statements of Cash Flows
          Nine Months Ended September 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>
                                                      September 30, 1997   December 31, 1996
                                                      ------------------   -----------------
                                                          (Unaudited)
<S>                                                       <C>                 <C>
ASSETS

Current assets:
  Cash and cash equivalents                               $  84,684           $  12,628
  Receivables, net                                           56,560              30,764
  Inventories                                                48,980              38,226
  Prepaid expenses and other                                  6,841               3,252
  Deferred income taxes                                       1,636               1,636 
                                                          ---------           ---------
     Total current assets                                   198,701              86,506
                                                          ---------           ---------
Property, plant and equipment                               411,303             322,260
  Less accumulated depreciation and amortization           (129,824)           (108,715)
                                                          ---------           ---------
                                                            281,479             213,545
                                                          ---------           ---------
Other assets                                                 39,311              23,956
                                                          ---------           ---------
                                                          $ 519,491           $ 324,007
                                                          =========           =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current portion of long-term debt                       $     712           $   1,439
  Accounts payable                                           51,003              35,754
  Accrued expenses                                           29,279              27,772
                                                          ---------           ---------
     Total current liabilities                               80,994              64,965
                                                          ---------           ---------
Long-term debt, net of current portion                      276,268             113,081
Deferred income taxes                                        24,635              19,042
Other liabilities                                             4,742               4,795
Common stockholders' equity                                 132,852             122,124
                                                          ---------           ---------
                                                          $ 519,491           $ 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          Nine Months Ended
                                                          September 30,               September 30,
                                                    -------------------------   -------------------------
                                                       1997          1996          1997          1996
                                                    -----------   -----------   -----------   -----------
<S>                                                 <C>           <C>           <C>           <C>
Net revenues                                        $   197,358   $   136,032   $   467,619   $   375,775
Cost of products sold                                   146,333       100,567       344,978       267,245
                                                    -----------   -----------   -----------   -----------
Gross margin                                             51,025        35,465       122,641       108,530

Operating expenses                                       25,037        16,141        59,166        47,418
Depreciation and amortization                             6,834         4,508        17,405        12,889
Selling, general and administrative expenses              3,474         3,423        13,282        12,465
                                                    -----------   -----------   -----------   -----------
Operating income                                         15,680        11,393        32,788        35,758
Interest expense, net                                     4,803         2,658        10,576         9,035
                                                    -----------   -----------   -----------   -----------
Earnings from continuing operations
  before income taxes                                    10,877         8,735        22,212        26,723
Provision for income taxes                                4,281         3,452         8,817        10,422
                                                    -----------   -----------   -----------   -----------
Earnings from continuing operations                       6,596         5,283        13,395        16,301

Discontinued operations, net                                              (20)                        (13)
                                                    -----------   -----------   -----------   -----------

Net earnings                                        $     6,596   $     5,263   $    13,395   $    16,288
                                                    ===========   ===========   ===========   ===========
Earnings per common share:
  Continuing operations                             $      0.60   $      0.47   $      1.21   $      1.45
  Discontinued operations 
                                                    -----------   -----------   -----------   -----------
  Net earnings                                      $      0.60   $      0.47   $      1.21   $      1.45
                                                    ===========   ===========   ===========   ===========
Weighted average number of shares outstanding        11,025,763    11,231,602    11,064,597    11,247,710
                                                    ===========   ===========   ===========   ===========
</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>
                                                                   Nine Months Ended
                                                                      September 30,
                                                                 ---------------------
                                                                    1997        1996
                                                                 ---------    --------
<S>                                                              <C>          <C>
Cash flows from continuing operating activities:
  Net earnings                                                   $  13,395    $ 16,288
  Adjustments to reconcile net earnings to net cash
    provided by continuing operating activities:
      Loss from discontinued operations                                             13
      Depreciation and amortization                                 17,405      12,889
      Deferred income taxes                                          5,502       2,386
      Restricted stock award compensation                                          114
      Other                                                            928         455
      Changes in operating assets and liabilities:
        Increase in receivables                                     (6,895)     (4,291)
        (Increase) decrease in inventories                          (4,875)      7,066
        Decrease in prepaid expenses and other                          19       2,265
        (Decrease) increase in accounts payable                     (1,759)      2,699
        Increase in accrued expenses                                 4,528       7,351
                                                                 ---------    --------
Net cash provided by continuing operating activities                28,248      47,235
                                                                 ---------    --------
Cash flows from investing activities:
  Acquisition of businesses, net of cash received                  (46,858)
  Purchases of property, plant and equipment and other assets      (28,821)    (20,906)
  Refinery acquisition contingent payment                           (6,910)
  Proceeds from sale of property, plant and equipment                  330       4,425
  Proceeds from sale of discontinued operations                                 23,814
  Net cash used for discontinued operations                                       (597)
                                                                 ---------    --------
Net cash (used) provided by investing activities                   (82,259)      6,736
                                                                 ---------    --------
Cash flows from financing activities:
  Proceeds from long-term debt                                     281,600
  Payments of long-term debt                                      (149,563)    (35,858)
  Deferred financing costs                                          (3,293)
  Payment of dividends                                              (1,668)     (1,719)
  Purchase of treasury stock                                        (1,084)     (1,047)
  Proceeds from exercise of stock options                               75         202
                                                                 ---------    --------
Net cash provided (used) by financing activities                   126,067     (38,422)
                                                                 ---------    --------
Net increase in cash and cash equivalents                           72,056      15,549
Cash and cash equivalents:
  Beginning of period                                               12,628       9,549
                                                                 ---------    --------
  End of period                                                  $  84,684    $ 25,098
                                                                 =========    ========
</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 nine months ended September 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.

<PAGE>
<PAGE>
NOTE 2 - INVENTORIES:

<TABLE>
<CAPTION>
                                        September 30, 1997    December 31, 1996
                                        ------------------    -----------------
                                                    (In thousands)
<S>                                           <C>                  <C>
Inventories consist of the following:
First-in, first-out ("FIFO") method:
  Crude oil                                   $ 9,530              $10,443
  Refined products                             25,340               22,462
  Refinery and shop supplies                    7,512                7,439
Retail method:
  Merchandise                                   5,678                2,768
                                              -------              -------
                                               48,060               43,112
Allowance for last-in, first-out
  ("LIFO") method                                 920               (4,886)
                                              -------              -------
                                              $48,980              $38,226
                                              =======              =======
</TABLE>

                                        <PAGE>
<PAGE>
NOTE 3 - LONG-TERM DEBT:

     In August 1997, the Company issued $150,000,000 of 9% senior
subordinated notes (the "9% Notes"), due in 2007. The net proceeds of
the 9% Notes, after deducting expenses and initial purchasers discount,
were approximately $146,800,000. Approximately $73,600,000 of the
proceeds have been used to repay outstanding indebtedness and the
Company intends to use approximately $18,900,000 to purchase certain
service station/convenience stores currently subject to capital lease
obligations. The remaining proceeds of approximately $54,300,000 will
be used for general corporate purposes.

     The Indenture supporting the 9% Notes contains restrictive
covenants, events of default and other provisions that are
substantially similar to those for the Company's $100,000,000 in
aggregate principal amount of 9 3/4% senior subordinated notes (the 
"9 3/4% Notes") due 2003, issued in November 1993.

     Repayment of the 9 3/4% Notes and the 9% 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 September 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 December 26, 1974 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.

     Both acquisitions have been accounted for using the purchase
method. Results of operations of the acquired businesses from their
respective dates of acquisition have been included in the Company's
consolidated statement of earnings for the nine months ended September
30, 1997. The Company recorded estimated goodwill of approximately
$15,000,000 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 is amortizing goodwill related to the
Phoenix Fuel acquisition over 30 years and goodwill related to the
Thriftway Assets acquisition 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 September 30, 1997, there were no direct borrowings
under the capital expenditure facility. 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
September 30, 1997, there were no direct borrowings under the working
capital facility 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 September 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 the 9 3/4% Notes.

     The following unaudited pro forma combined condensed statements of
earnings for the nine months ended September 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, as well as the sale of the 9%
Notes and the application of the proceeds as described in Note 3,
assuming such transaction had occurred at the beginning of such
periods. 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
                     NINE MONTHS ENDED SEPTEMBER 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                                              $  600,525   $  584,885
Cost of products sold                                        456,704      437,124
                                                          ----------   ----------
Gross margin                                                 143,821      147,761
Operating expenses                                            71,225       69,651
Depreciation and amortization                                 20,224       17,616
Selling, general and administrative expenses                  16,384       16,236
                                                          ----------   ----------
Operating income                                              35,988       44,258
Interest expense, net                                         15,520       15,612
                                                          ----------   ----------
Earnings from continuing operations before income taxes       20,468       28,646
Provision for income taxes                                     8,128       11,181
                                                          ----------   ----------
Earnings from continuing operations                       $   12,340   $   17,465
                                                          ==========   ==========
Earnings per common share for continuing operations       $     1.12   $     1.55
                                                          ==========   ==========
Weighted average number of shares outstanding             11,064,597   11,247,710
                                                          ==========   ==========
</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 $10.8
million for the three months ended September 30, 1997, an increase of
approximately $2.1 million from $8.7 million for the three months ended
September 30, 1996. For the nine months ended September 30, 1997,
earnings from continuing operations before income taxes were $22.2
million, a decrease of $4.5 million from the $26.7 million reported in
the comparable 1996 period. In both periods, there were significant
contributions to earnings from the acquisitions of ninety-six retail
service station/convenience stores and  Phoenix Fuel Co., Inc. (the
"Acquisitions") in the second quarter of 1997. In addition, the third
quarter of 1997 recorded  increases of 7% in refinery margins and 4% in
refinery sourced sales volumes. The first nine months of 1997 recorded
a 4% decline in refinery margins, partially attributable to a decline
in West Coast product prices, while refinery sourced sales volumes
remained relatively flat despite curtailed production due to scheduled
maintenance turnarounds at both of the Company's refineries. The
earnings of both 1997 periods were impacted by higher operating and
interest costs as compared to the same 1996 periods.

REVENUES
--------
     Revenues for the three months ended September 30, 1997, increased
approximately $61.3 million or 45% to $197.3 million from $136.0
million in the comparable 1996 period. The increase is primarily due to
the Acquisitions and a 4% increase in refinery finished product sales
volumes, offset in part by a 7% decline in refinery weighted average
selling prices.

     The volumes of refined products sold through the Company's retail
units increased approximately 57% from 1996 third quarter levels
primarily due to the acquisition of the ninety-six retail service
station/convenience stores, offset in part by a 5% decline in volumes
sold from the Company's other retail operations. This reflects an 8%
decline in the volumes of finished product sold from the Company's
other service station/convenience stores and a 12% increase in volumes
sold from the Company's travel center.

     Revenues for the nine months ended September 30, 1997, increased
approximately $91.8 million or 24% to $467.6 million from $375.8
million in the comparable 1996 period. The increase is primarily due to
the Acquisitions, while refinery weighted average selling prices and
finished product sales volumes were relatively constant.

     The volumes of refined products sold through the Company's retail
units increased approximately 29% during the first nine months of 1997
primarily due to the acquisition of the ninety-six retail service
station/convenience stores, offset in part by a 1% decline in the
volumes of finished product sold from the Company's other retail
operations. This reflects a 2% decline in the volumes of finished
product sold from the Company's other service station/convenience
stores and a 1% increase in volumes sold from the Company's travel
center.

COST OF PRODUCTS SOLD
---------------------
     For the three months ended September 30, 1997, cost of products
sold increased $45.8 million or 46% to $146.3 million from $100.5
million in the corresponding 1996 period. The increase is primarily due
to the Acquisitions and a 4% increase in refinery finished product
sales volumes, offset in part by a 12% decline in average crude oil
costs.

     For the nine months ended September 30, 1997, cost of products
sold increased $77.7 million or 29% to $345.0 million from $267.3
million in the corresponding 1996 period. The increase is primarily due
to the Acquisitions, while average crude oil costs and refinery
finished product sales volumes were relatively unchanged. 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 September 30, 1997, operating expenses
increased approximately $8.9 million or 55% to $25.0 million from $16.1
million in the three months ended September 30, 1996.

     For the nine months ended September 30, 1997, operating expenses
increased approximately $11.8 million or 25% to $59.2 million from
$47.4 million in the nine months ended September 30, 1996.

     Approximately 85% of the three month increase and 82% of the nine
month increase is due to the Acquisitions. In addition, in each
comparative period 1997 costs are higher due to increases in payroll
and related costs and increased retail advertising costs. The three
month comparisons also include higher 1997 refinery repair and
maintenance expenditures, while the nine month comparative periods
reflect increased refinery purchased fuel costs, offset by a reduction
in refinery utility costs.

DEPRECIATION AND AMORTIZATION
-----------------------------
     For the three months ended September 30, 1997, depreciation and
amortization increased approximately $2.3 million or 52% to $6.8
million from $4.5 million in the same 1996 period.

     For the nine months ended September 30, 1997, depreciation and
amortization increased approximately $4.5 million or 35% to $17.4
million from $12.9 million in the same 1996 period.

     Approximately 58% of the three month increase and 40% of the nine
month increase is due to the Acquisitions. The remaining increases in
each period are primarily related to acquisitions, construction,
remodeling and upgrades in retail and refinery operations, the
amortization of certain 1997 and 1996 refinery turnaround costs and the
amortization of certain deferred financing costs.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
--------------------------------------------
     For the three months ended September 30, 1997, selling, general
and administrative expenses increased approximately $0.1 million or 1%
to $3.5 million from $3.4 million in the corresponding 1996 period. 

     For the nine months ended September 30, 1997, selling, general and
administrative expenses increased approximately $0.8 million or 7% to
$13.3 million from $12.5 million in the corresponding 1996 period.

     The increase in both comparative periods 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 the Acquisitions, in the 1997
periods. These increases were offset in part by reductions in the 1997
period expenses to adjust certain accruals for management incentive
bonuses and estimated liabilities for self insured workmen's
compensation and property  and casualty claims to expected levels. In
addition, the nine month comparisons were affected by higher 1996
expenses relating to accruals for incentive bonus plans, estimated
severance tax assessments and environmental liabilities.

INTEREST EXPENSE, NET
---------------------
     For the three months ended September 30, 1997, net interest
expense (interest expense less interest income) increased approximately
$2.1 million or 81% to $4.8 million from $2.7 million in the comparable
1996 period. 

     For the nine months ended September 30, 1997, net interest expense
increased approximately $1.5 million or 17% to $10.6 million from $9.1
million in the comparable 1996 period.

     The increase in both comparative periods is primarily due to an
increase in interest expense because of  additional long-term debt
related to the Acquisitions and the issuance of $150.0 million of 9%
senior subordinated notes (the "9% Notes") in August 1997. The increase
is 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, along with an increase in interest income in the 1997
period. 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 and the
issuance of the 9% Notes.
      
INCOME TAXES
------------
     Income taxes for the three and nine months ended September 30,
1997 and 1996 were computed in accordance with Statement of Financial
Accounting Standards No. 109, resulting in effective tax rates of
between 39% and 40%.

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 nine months of 1997 decreased
compared to the first nine months of 1996, primarily as the result of
the differences in the net changes in working capital items in each
period, offset in part by increased cash flow, represented by net
earnings plus depreciation and amortization plus deferred income taxes,
in the first nine months of 1997. Net cash provided by operating
activities of continuing operations totaled $28.2 million for the nine
months ended September 30, 1997, compared to $47.2 million for the
comparable 1996 period. 

WORKING CAPITAL
---------------
     Working capital at September 30, 1997 consisted of current assets
of $198.7 million and current liabilities of $81.0 million, or a
current ratio of 2.45:1. 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 cash and cash equivalents, accounts receivable,
inventories and prepaid items. Accounts receivable and prepaid items
have increased primarily as the result of the Acquisitions. Inventories
have increased due to the Acquisitions and a 12% increase in crude oil
inventory volumes. Current liabilities have increased due to an
increase in accounts payable and accrued expenses. 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
increased primarily due to the Acquisitions and higher accrued interest
costs, offset in part by the payment of a contingent liability related
to the Bloomfield refinery acquisition.

CAPITAL EXPENDITURES AND RESOURCES
----------------------------------
     Net cash used in investing activities for the purchase of
property, plant and equipment and other assets totaled approximately
$28.8 million for the first nine months of 1997, including capacity
enhancement projects, facility upgrades and turnaround expenditures at
the refineries; major remodeling expenditures at three 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
and in August 1997 completed the replacement of platinum catalyst in
the isomerization unit and the platformer.

     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 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 and the issuance
of the 9% Notes occurred on January 1, 1996, the Company's net revenues
would have been $785.8 million and $600.5 million, net earnings from
continuing operations would have been $18.2 million and $12.3 million
and earnings from continuing operations per common share would have
been $1.62 and $1.12 for the year ended December 31, 1996 and the nine
months ended September 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 purchases 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 September 30, 1997 and December 31, 1996, the Company's
long-term debt was 67.5% and 48.1% of total capital, respectively. The
increase is primarily due to an increase in long-term debt resulting
from the issuance of the 9% Notes, the proceeds of which were partially
used to payoff debt incurred in the Acquisitions and borrowings under
the Company's working capital facility. This was 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 59.1% and 45.1% at September 30, 1997 and December 31,
1996, respectively.

     In August 1997, the Company issued the 9% Notes, due in 2007. The
net proceeds of the 9% Notes, after deducting expenses and initial
purchasers discount, were approximately $146.8 million. Approximately
$73.6 million of the proceeds have been used to repay outstanding
indebtedness and the Company intends to use approximately $18.9 million
to purchase service station/convenience stores currently subject to
capital lease obligations. The remaining proceeds of approximately
$54.3 million will be used for general corporate purposes.

     The Indenture supporting the 9% Notes contains certain restrictive
covenants, events of default and other provisions that are
substantially similar to those for the $100.0 million in aggregate
principal amount of 9 3/4% senior subordinated notes (the "9 3/4%
Notes"), due 2003, issued in November 1993.

     Repayment of the 9 3/4% Notes and the 9% 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. These amounts have been repaid
from the proceeds of the 9% Notes. 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 September 30,
1997, there were no direct borrowings under this facility. This
facility has a floating interest rate that is tied to various
short-term indices. At September 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 September 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 September 30, 1997, this rate was approximately
6.5% per annum. There were no direct borrowings under this arrangement 
at September 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 9 3/4% 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 did not repurchase any shares of its common stock
under this stock repurchase plan. From the inception of the stock
repurchase plan the Company has repurchased 1,198,800 shares at a
weighted cost of $9.90.

     On September 25, 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 October 24, 1997. This dividend was paid on
November 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.

     In September 1997, the Company announced a product trademark
licensing agreement with Conoco. Under the agreement, the Company will
initially brand twelve of its service station/convenience stores with
Conoco, with the potential for additional branded locations. In
addition, the Company will provide fuels for existing Conoco outlets
from its two refineries. Conoco's national brand acceptance and
substantial credit card base combined with the Company's ability to
contribute to increased credit card distribution and sales, creates an
additional long term product outlet for the Company's refineries.

     The Company has executed an agreement to acquire the assets of
Ever-Ready Oil Co., Inc. and a related entity (collectively "Ever-
Ready"). The purchase is scheduled to close in the first quarter of
1998, subject to normal due diligence, various conditions and
regulatory approvals.  Ever-Ready is an Albuquerque based petroleum
products distributor that has been in business for 68 years.  Ever-
Ready has fuel sales of approximately 5,000 barrels per day and
lubricant sales of approximately one million gallons per year.  The
assets to be acquired include, among other things, twenty-seven retail
service station/convenience stores and ten cardlock fueling operations.

     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 also has
the ability to purchase or exchange reformulated gasolines to supply
its operations in Maricopa County. 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 from 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
potential impact of the product trademark licensing agreement with
Conoco; 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. There were no reports on Form 8-K filed for
     the three months ended September 30, 1997.<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 September 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: November 13, 1997