EXHIBIT 10.35
                          PROMISSORY NOTE
                         James E. Acridge
  
  Principal Amount: $4,000,000.00
  Initial Rate: Prime plus 2.0% 
  Date of Note: September 17, 1998
  
  
       For value received, JAMES E. ACRIDGE ("Borrower") promises
  to pay to GIANT INDUSTRIES, INC., a Delaware corporation
  ("Giant"), or order, in lawful money of the United States of
  America, the principal amount of four million dollars
  ($4,000,000.00), together with interest on the unpaid principal
  balance from September 17, 1998, until paid in full.   The
  annual interest rate on this Note is the Prime rate as
  published in the Western Edition of the Wall Street Journal on
  September 17, 1998 plus two percent (2.0%).
  
       Borrower will pay this loan in one principal and interest
  payment of $4,188,712.33 on February 28, 1999.  Borrower will
  pay Giant at Giant's corporate offices, 23733 North Scottsdale
  Road, Scottsdale, Arizona, 85255, or at such other place as
  Giant may designate in writing.  Unless otherwise agreed or
  required by applicable law, payments will be applied first to
  accrued unpaid interest, then to principal, and any remaining
  amount to any unpaid collection costs and late charges.
  
       The annual interest rate for this Note is computed on the
  basis of a 365-day year; that is, by applying the ratio of the
  annual interest rate over a year of 365 days, multiplied by the
  outstanding principal balance, multiplied by the actual number
  of days the principal balance is outstanding.   Under no
  circumstances will the interest rate on this Note be more than
  the maximum rate allowed by applicable law.
  
       Borrower may pay without penalty all or a portion of the
  amount owed earlier than it is due.
  
       Borrower will be in default if any of the following
  happens: (a) Borrower fails to make any payment when due; (b)
  Borrower fails to comply with or to perform when due any other
  term, obligation, covenant, or condition contained in this
  Note; (c) a  receiver is appointed for any part of Borrower's
  property, or any proceeding is commenced either by Borrower or
  against Borrower under any bankruptcy or insolvency laws; or
  (d) Borrower defaults under that certain Agreement, or even
  date herewith, between Borrower and Giant.
  
       Upon default, Giant may declare the entire unpaid
  principal balance on this Note and all accrued unpaid interest
  immediately due, and then Borrower will pay that amount.  Upon
  default, including failure to pay upon final maturity, Giant,
  at its option, may also, if permitted under applicable law,
  increase the interest rate on this Note by an additional three
  percent (3.0%).  The interest rate will not exceed the maximum
  rate permitted by applicable law.  Giant may hire or pay
  someone else to help collect this Note if Borrower does not
  pay, and Borrower also will pay Giant that amount, if
  reasonable.  This includes, subject to any limits under
  applicable law, Giant's reasonable attorneys' fees and Giant's
  reasonable legal expenses whether or not there is a lawsuit,
  including attorneys' fees and legal expenses for bankruptcy
  proceedings (including efforts to modify or vacate any
  automatic stay or injunction), appeals, and any anticipated
  post-judgment collection services.  If not prohibited by
  applicable law, Borrower also will pay any court costs, in
  addition to all other sums provided by law. 
  
       This Note has been delivered to Giant and accepted by
  Giant in the State of Arizona.  If there is a lawsuit, Borrower
  agrees upon Giant's request to submit to the jurisdiction of
  the courts of Maricopa County, the State of Arizona.  This Note
  shall be governed by and construed in accordance with the laws
  of the State of Arizona.
  
       Giant may delay or forgo enforcing any of its rights or
  remedies under this Note without losing them.  Borrower, to the
  extent allowed by law, waives presentment, demand for payment,
  protest and notice of dishonor.  The parties agree that Giant
  may modify this loan without the consent of or notice to anyone
  other than Borrower.
  
       Borrower agrees to an effective rate of interest that is
  the rate specified in this Note plus any additional rate
  resulting from any other charges in the nature of interest paid
  or to be paid in connection with this Note.
  
       This Note has been issued pursuant to an Agreement, of
  even date herewith, between Borrower and Giant, the provisions
  of which are incorporated herein by reference.
  
       PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTANDS
  ALL THE PROVISIONS OF THIS NOTE.  BORROWER AGREES TO THE TERMS
  OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE
  NOTE.
  
                                  BORROWER:
  
                                  /s/ JAMES E. ACRIDGE
                                  ----------------------
                                  James E. Acridge