EXHIBIT 99.1
  
  
  
                     SECURITIES AND EXCHANGE COMMISSION
                                      
                           WASHINGTON, D.C. 20549
                                      
                                                     
                                _____________
        
                                  FORM 11-K
                                ANNUAL REPORT
                                _____________
                                                     
                                      
                        PURSUANT TO SECTION 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934
                                      
                   For Fiscal year Ended December 31, 1998
  
                      EMPLOYEE STOCK OWNERSHIP PLAN OF
               GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES
                                      
                           GIANT INDUSTRIES, INC.
                           ______________________
  
  
  The principal executive offices of Giant Industries, Inc. are
  located at 23733 North Scottsdale Road, Scottsdale, Arizona 85255.
  
  
  
  
  <PAGE>
  <PAGE>
  
  FINANCIAL STATEMENTS AND EXHIBITS
  ---------------------------------
  
  (a)  Financial Statements and Supplemental Schedules
  
                                                            Page Number
                                                            -----------
  
       Independent Auditors' Report.......................      F-1
  
       Statements of Net Assets Available
       for Benefits - December 31, 1998 and 1997..........      F-2
  
       Statements of Changes in Net Assets
       Available for Benefits - Years Ended
       December 31, 1998 and 1997.........................      F-3
  
       Notes to Financial Statements......................  F-4 to F-6
  
       Supplemental Schedules:
  
       Schedule of Assets Held for Investment Purposes....      F-7
  
       Schedule of Reportable Transactions................      F-8
  
  (b)  Exhibits - none
  
  
  
                              
  
  
  
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                            SIGNATURES
                            ----------
  
      Pursuant to the requirements of the Securities Exchange 
  Act of 1934, the Committee has duly caused this annual report 
  to be signed by the undersigned thereunto duly authorized.
  
  
                       EMPLOYEE STOCK OWNERSHIP PLAN OF GIANT
                       INDUSTRIES, INC. AND AFFILIATED COMPANIES
  
  
  Date: March 30, 1999   Signature: /s/ Kim H. Bullerdick
                                   -------------------------------
                                   Kim H. Bullerdick
                                   Secretary, Vice President
                                   and Director, Legal Department
  
  
  
  Date: March 30, 1999   Signature: /s/ Gary R. Dalke
                                   -------------------------------
                                   Gary R. Dalke, Vice President,
                                   Controller, Accounting Officer
                                   and Assistant Secretary
  
  
  
  Date: March 30, 1999   Signature: /s/ Charley Yonker, Jr.
                                   -------------------------------    
                                   Charley Yonker, Jr.,
                                   Director of Human Resources
  
  
  
  <PAGE>
  <PAGE>
  INDEPENDENT AUDITORS' REPORT
  
  Administrative Committee
  Employee Stock Ownership Plan of
  Giant Industries, Inc. and Affiliated Companies
  Scottsdale, Arizona
  
  We have audited the accompanying statements of net assets available
  for benefits of the Employee Stock Ownership Plan of Giant
  Industries, Inc. and Affiliated Companies as of December 31, 1998
  and 1997, and the related statements of changes in net assets
  available for benefits for the years then ended. These financial
  statements are the responsibility of the Plan's management. Our
  responsibility is to express an opinion on these financial
  statements based on our audits.
  
  We conducted our audits in accordance with generally accepted
  auditing standards. Those standards require that we plan and
  perform the audit to obtain reasonable assurance about whether the
  financial statements are free of material misstatement. An audit
  includes examining, on a test basis, evidence supporting the
  amounts and disclosures in the financial statements. An audit also
  includes assessing the accounting principles used and significant
  estimates made by management, as well as evaluating the overall
  financial statement presentation. We believe that our audits
  provide a reasonable basis for our opinion.
  
  In our opinion, such financial statements present fairly, in all 
  material respects, the net assets available for benefits of the 
  Employee Stock Ownership Plan of Giant Industries, Inc. and 
  Affiliated Companies as of December 31, 1998 and 1997, and the 
  changes in net assets available for benefits for the years then
  ended in conformity with generally accepted accounting principles.
  
  Our audits were conducted for the purpose of forming an opinion on
  the basic financial statements taken as a whole. The supplemental
  schedules for the year ended December 31, 1998 on pages F-7 and F-8
  are presented for the purpose of additional analysis and are not a
  required part of the basic financial statements, but are
  supplementary information required by the Department of Labor's
  Rules and Regulations for Reporting and Disclosure under the
  Employee Retirement Income Security Act of 1974. These schedules
  are the responsibility of the Plan's management. Such schedules
  have been subjected to the auditing procedures applied in our audit
  of the basic 1998 financial statements and, in our opinion, are
  fairly stated in all material respects when considered in relation
  to the basic financial statements taken as a whole.
  
  
  
  
  
  
  DELOITTE & TOUCHE LLP
  
  Phoenix, Arizona
  March 30, 1999
                                  F-1
  <PAGE>
  <PAGE>
  <TABLE>
                            EMPLOYEE STOCK OWNERSHIP PLAN OF
                     GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES
  
                     STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
                                DECEMBER 31, 1998 AND 1997
  
  <CAPTION>
  
                                                               1998          1997
                                                           -----------   -----------
  <S>                                                      <C>           <C>
  ASSETS
  
  INVESTMENTS AT FAIR VALUE (Note 3):
    Cash and cash equivalents....................                        $    35,989
    Mutual funds.................................          $ 3,339,084     2,876,097
    Limited partnership..........................                6,600         6,096
    Common stock of Giant Industries, Inc........           10,778,803    23,220,850
    Loans to participants........................               33,955        28,941
                                                           -----------   -----------
       Total investments at fair value...........           14,158,442    26,167,973
  
  CONTRIBUTION RECEIVABLE........................                            536,478
  
  INTEREST AND DIVIDENDS RECEIVABLE..............                             61,550
  
  OTHER RECEIVABLES..............................                1,406           470
                                                           -----------   -----------
            Total assets.........................           14,159,848    26,766,471
  
  LIABILITIES
  
  ACCRUED LIABILITIES............................                9,247         9,247
                                                           -----------   -----------
  NET ASSETS AVAILABLE FOR BENEFITS..............          $14,150,601   $26,757,224
                                                           ===========   ===========
  </TABLE>
  
  See notes to financial statements.
  
                                  F-2
  
  
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  <TABLE>
                             EMPLOYEE STOCK OWNERSHIP PLAN OF
                     GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES
  
               STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
                          YEARS ENDED DECEMBER 31, 1998 AND 1997
  
  
  <CAPTION>
                                                            1998           1997
                                                         -----------    -----------
  <S>                                                    <C>            <C>
  ADDITIONS:
  Net appreciation in fair value 
    of investments (Note 3)..........................                   $ 6,536,632
  Interest and dividend income.......................    $   186,571        342,652
  Employer contribution..............................                       536,478
                                                         -----------    -----------
    Total additions..................................        186,571      7,415,762
  
  DEDUCTIONS
    Distributions to participants....................      2,122,077      1,686,067
    Net depreciation in fair value of
      investments (Note 3)...........................     10,671,117
                                                         -----------    -----------
    Total deductions.................................     12,793,194      1,686,067
                                                         -----------    -----------
  NET (DECREASE) INCREASE............................    (12,606,623)     5,729,695
  
  NET ASSETS AVAILABLE FOR BENEFITS,
  BEGINNING OF YEAR..................................     26,757,224     21,027,529
                                                         -----------    -----------
  NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR.....    $14,150,601    $26,757,224
                                                         ===========    ===========
  </TABLE>
  
  See notes to financial statements.
  
                                        F-3
  
                                       
  
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                    EMPLOYEE STOCK OWNERSHIP PLAN OF
           GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES
  
                     NOTES TO FINANCIAL STATEMENTS
                YEARS ENDED DECEMBER 31, 1998 AND 1997
  
                                      
  1.   DESCRIPTION OF THE PLAN
  
       GENERAL - On June 30, 1987, Giant Industries, Inc. (the
       "Company") converted through an amendment, its Joint Profit
       Sharing Plan to an Employee Stock Ownership Plan. The 
       Employee Stock Ownership Plan of Giant Industries, Inc. and 
       Affiliated Companies (the "Plan") is a non-contributory 
       defined contribution plan which covers all eligible 
       employees. The purpose of the Plan is to enable participants 
       to share in the ownership of the Company. The Summary Plan 
       Description describes the Plan, including contribution 
       allocations, termination, vesting and benefit provisions. 
       The Plan is subject to the requirements of the Employee 
       Retirement Income Security Act of 1974 ("ERISA").
  
       CONTRIBUTIONS - The Plan provides for a contribution from 
       the Company from its current or accumulated net income as 
       may be determined annually at the discretion of its Board of 
       Directors.
  
       DISTRIBUTIONS - Benefits are recorded when paid. The Plan
       records distributions for Plan participants who have 
       requested payment of their account in stock at the market 
       value of the stock on the date that the shares are 
       reregistered in the name of the participant.
  
       PARTICIPATION AND VESTING - Each employee hired on or after 
       July 1, 1993 shall become a participant on his or her 
       participation date, which is defined as the January 1 or 
       July 1 coincident with or next following the date on which 
       the employee shall have completed one year of service. The 
       participation date of any employee hired prior to July 1, 
       1993 shall be determined in accordance with the terms of the 
       Plan prior to the seventh amendment. Participants' interests 
       in their accounts vest over a seven year period. In the 
       event the Plan is terminated by the Company, all 
       participants would immediately become 100 percent vested in 
       their accrued benefits as of the date of Plan termination.
  
       ALLOCATIONS - Each participant's account is credited with an
       allocation of the Company's contribution, investment income 
       and forfeitures of terminated participants' non-vested 
       accounts. Allocations to participant accounts are made on a 
       formula based on the ratio that each participant's 
       compensation, as defined, during the Plan year, bears to the 
       compensation of all such participants.
  
       PLAN ADMINISTRATION - The Company administers the Plan 
       through an administrative committee comprised of three 
       employees who are appointed by the Company's Board of 
       Directors. Most expenses pertaining to the administration of 
       the Plan are being paid by the Company, at the Company's 
       option. Bank of America is the Plan's trustee and custodian 
       and Boyce & Associates is the Plan's recordkeeper.
       Subsequent to December 31, 1998, the Plan changed its trustee
       and custodian to Wells Fargo Bank, N.A.
  
       AMENDMENTS - The Plan was amended nine times prior to 1997.
       
       A tenth amendment was executed on December 15, 1997 to be
       effective January 1, 1997 to permit prior service credit to
       certain individuals who became employees of the Company in
       connection with the Company's purchase of certain assets of
       Thriftway and related entities and Phoenix Fuel Co., Inc. In 
  
                                 F-4
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       addition, the definition of compensation was changed to 
       exclude reimbursement or other expense allowances and 
       certain fringe benefits.
  
       TERMINATION - Although it has not expressed any intent to do 
       so, the Company has the right under the Plan to discontinue 
       its contributions at any time and to terminate the Plan 
       subject to the provisions of ERISA.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       The accounting records of the Plan are maintained on the 
       accrual basis of accounting, and accordingly, revenues and 
       expenses are recorded in the year earned or incurred. 
  
       Investments included in the Statement of Net Assets
       Available for Benefits are stated at fair value. The fair 
       value of marketable securities and mutual funds is 
       determined based on quoted market prices as of the Plan's 
       year-end. The fair value of the limited partnership is 
       management's best estimate based on an independent appraisal 
       provided by Bank of America. The Company's common stock 
       value is determined based on the quoted market price as 
       reported by the New York Stock Exchange as of the Plan's 
       year-end. Loans to participants are valued at cost which 
       approximates fair value. The net change in the fair value
       of investments is recorded in the Statement of Changes in 
       Net Assets Available for Benefits as net appreciation 
       (depreciation) in fair value of investments. Interest and 
       dividend income is recorded on the accrual basis. 
  
       Benefits are recorded when paid.
  
       The preparation of financial statements in conformity with
       generally accepted accounting principles necessarily 
       requires management to make estimates and assumptions that 
       affect the reported amounts of assets and liabilities and 
       the disclosure of contingent assets and liabilities at the 
       date of the financial statements and the reported amounts of 
       additions and deductions during the reporting period. Actual 
       results could differ from these estimates.
  
  3.   INVESTMENTS
  
       The following tables present the fair value of investments 
       at December 31, 1998 and 1997, with the Bank of America
       Balanced Fund and common stock of the Company representing 
       investments greater than 5 percent of the Plan's net assets at 
       December 31, 1998 and 1997.
  
  <TABLE>
  <CAPTION>
                                            DECEMBER 31, 1998
                                         -----------------------
                                         NUMBER OF
                                         SHARES OR
                                         PRINCIPAL      FAIR
                                          AMOUNT        VALUE
  <S>                                    <C>         <C>
  -----------
  Mutual Funds:
    ML Lee Acquisition                          25   $     5,733
    Bank of America Balanced Fund          115,668     3,333,351
                                                     -----------
      Total mutual funds                               3,339,084
                                                     -----------
  Limited partnership
    - Recorp. Mtg. Investors II                1.5         6,600
                                                     -----------
  Giant Industries, Inc. common stock    1,149,739    10,778,803
                                                     -----------
  Loans to participants                                   33,955
                                                     -----------
  Total                                              $14,158,442
                                                     ===========
  </TABLE>
                                F-5<PAGE>
  <PAGE>
  <TABLE>
  <CAPTION>
                                            DECEMBER 31, 1997
                                         -----------------------
                                         NUMBER OF
                                         SHARES OR
                                         PRINCIPAL      FAIR
                                          AMOUNT        VALUE
  <S>                                    <C>         <C>
  Cash and cash equivalents
    - Bank of America
    Short-term Investment Fund              35,989   $    35,989
                                                     -----------
  Mutual Funds:
    ML Lee Acquisition                          25         4,861
    Bank of America Balanced Fund          115,251     2,871,236
                                                     -----------
      Total mutual funds                               2,876,097
                                                     -----------
  Limited partnership
    - Recorp. Mtg. Investors II                1.5         6,096
                                                     -----------
  Giant Industries, Inc. common stock    1,222,150    23,220,850
                                                     -----------
  Loans to participants                                   28,941
                                                     -----------
  Total                                              $26,167,973
                                                     ===========
  </TABLE>
  
  Net (depreciation) appreciation in fair value of the Plan's 
  investments (including investments bought, sold and held during 
  the period) for the years ended December 31 consists of the 
  following:
  
  <TABLE>
  <CAPTION>
                                           1998           1997
  
  <S>                                  <C>             <C>
  Recorp. Mtg. Investors II            $        504    $     (504)
  Mutual funds                              449,992       418,954
  Giant Industries, Inc. common stock   (11,121,613)    6,118,182
                                       ------------    ----------
  Net (depreciation) appreciation      $(10,671,117)   $6,536,632
                                       ============    ==========
  </TABLE>
  
  4.   FEDERAL INCOME TAX STATUS
  
       The plan obtained its latest determination letter on 
       April 2, 1997, in which the Internal Revenue Service 
       stated that the Plan, as then designed, was in compliance 
       with the applicable requirements of the Internal Revenue 
       Code. The Plan has been amended since receiving the 
       determination letter. However, the Plan administrator and 
       the Plan's tax counsel believe that the Plan is currently 
       designed and being operated in compliance with the 
       applicable requirements of the Internal Revenue Code.
       Therefore, no provision for income taxes has been included 
       in the Plan's financial statements.
  
  5.   RELATED PARTY TRANSACTIONS
  
       Certain Plan investments are managed by Bank of America. 
       Bank of America is the Trustee as defined by the Plan and, 
       therefore, these transactions qualify as party-in-interest.
  
  6.   SUBSEQUENT EVENT
  
       In the first quarter of 1999, the Company made contributions
       totaling $3,000,000 to the Plan for the fiscal year ending
       December 31, 1999. These contributions were made to, among
       other things, provide an incentive for employees to focus on
       achieving the Company's strategic goals for 1999. Allocation
       of this amount to participants' accounts will be made as of
       December 31, 1999.
  
                              * * * * * *
  
                                  F-6
  
  
  
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  <TABLE>
                                          EMPLOYEE STOCK OWNERSHIP PLAN OF
                                 GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES
  
                                              SUPPLEMENTAL SCHEDULE
                                                DECEMBER 31, 1998
  
  
  ITEM 27a - ASSETS HELD FOR INVESTMENT PURPOSES
  
  <CAPTION>
             COLUMN B                              COLUMN C                           COLUMN D      COLUMN E
  ----------------------------   --------------------------------------------        ----------    -----------
                                      DESCRIPTION OF INVESTMENT INCLUDING
  IDENTITY OF ISSUER, BORROWER,      COLLATERAL, RATE OF INTEREST, MATURITY                          CURRENT
    LESSOR, OR SIMILAR PARTY              DATE, PAR OR MATURITY VALUE                   COST          VALUE
  ----------------------------   --------------------------------------------        ----------    -----------
  <S>                            <C>                                                 <C>           <C>
  ML Lee Acquisition             Mutual Fund - 25 shares                             $   25,000    $     5,733
  Bank of America                Balanced Fund - 115,668 shares                       2,634,263      3,333,351
  Recorp. Mtg. Investors II      Limited Partnership - 1.5 units                         60,000          6,600
  Giant Industries, Inc.         Common stock - 1,149,739 shares                      6,793,080     10,778,803
  Loans to participants          Loans at prime plus 3%, collateralized by vested
                                   accounts, due 1999 through 2004                       33,955         33,955
                                                                                     ----------    -----------
                                 Total assets held for investment purposes           $9,546,298    $14,158,442
                                                                                     ==========    ===========
  </TABLE>
                                                        F-7
  
  
  
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<TABLE>
                                      EMPLOYEE STOCK OWNERSHIP PLAN OF
                              GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES
  
                                           SUPPLEMENTAL SCHEDULE
                                               DECEMBER 31, 1998

  
 ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
  
  <CAPTION>
   
        COLUMN A                   COLUMN B                       COLUMN C    COLUMN D    COLUMN G    COLUMN H     COLUMN I
  ----------------------  -------------------------------------  ----------  ----------  ----------  -----------  ----------
                                                                                                      CURRENT
                                                                                                      VALUE OF
                                                                                                      ASSET ON
       IDENTITY OF                                                PURCHASE     SELLING      COST     TRANSACTION
      PARTY INVOLVED         DESCRIPTION OF ASSET                   PRICE       PRICE     OF ASSET      DATE       NET GAIN
  ----------------------  -------------------------------------  ----------  ----------  ----------  ----------   ----------
  <S>                     <C>                                     <C>         <C>         <C>         <C>          <C>
  Series of Transactions
  
  Bank of America         Short-Term Investment Fund              $3,075,458              $3,075,458  $3,075,458
  Bank of America         Short-Term Investment Fund                          $3,111,447   3,111,447   3,111,447
  Bank of America         Giant Industries, Inc. Common Stock        560,410                 560,410     560,410
  Bank of America         Giant Industries, Inc. Common Stock                    970,845     303,067     970,845  $667,778
  
  NOTE: Reportable transactions are those transactions which either singularly or in series of combined purchases
        and sales during the year exceed 5% of the fair value of the Plan's assets at the beginning of the year.
  
  </TABLE>
                                                       F-8