FORM 10-K

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

(Mark One)

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

               For the fiscal year ended December 31, 1995.

                                    OR

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

              For the transition period _______ 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

        Securities registered pursuant to Section 12(b) of the Act:

                                   Name of each exchange
    Title of each class            on which registered
    -------------------            -------------------
Common Stock, $.01 par value       New York Stock Exchange

        Securities registered pursuant to Section 12(g) of the Act:
                                   None

     Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendments to this Form 10-K. [X]

     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 [ ]

     As of February 29, 1996, 11,250,618 shares of the registrant's
Common Stock, $.01 par value, were outstanding and the aggregate
market value of the voting stock held by non-affiliates of the
registrant was approximately $80,083,000 based on New York Stock
Exchange closing prices on February 29, 1996.

                    DOCUMENTS INCORPORATED BY REFERENCE

     Parts of the following documents are incorporated by reference in
Part III of this Form 10-K Report:

     Proxy Statement for Registrant's 1996 Annual Meeting of
Stockholders - Items 10, 11, 12, and 13.<PAGE>
<PAGE>
                           PART I

ITEMS 1. AND 2.  BUSINESS AND PROPERTIES.

GENERAL

     Giant Industries, Inc., a Delaware corporation ("Giant" or the
"Company"), through its wholly-owned subsidiary Giant Industries
Arizona, Inc. ("Giant Arizona"), is engaged in the refining and
marketing of petroleum products. The Company is the largest refiner
and one of the largest marketers of petroleum products in the Four
Corners area of the southwestern United States where New Mexico,
Arizona, Colorado and Utah adjoin. The Company provides petroleum 
products through company-operated branded retail facilities, as well
as through independent wholesalers and retailers, industrial/commercial 
accounts and sales and exchanges with major oil companies. The Company 
also is engaged in the transportation of crude oil and natural gas.

     The Company was incorporated in 1989 to effect the concurrent
merger of Giant Arizona and Hixon Development Company ("Hixon"), now
Giant Exploration and Production ("Giant E&P"), into wholly-owned
subsidiaries of the Company. Giant Arizona was founded in 1961 and
operated as a sole proprietorship until incorporation in the State of
Arizona in 1969. Hixon was incorporated in the State of Texas in
1964. Concurrently with the merger of Giant Arizona and Hixon, the
Company completed an initial public offering of 2,788,750 shares of
the Company's Common Stock.  At December 31, 1995, the company had
11,249,129 shares of outstanding Common Stock.

     Giant E&P is engaged in the exploration for and production of
crude oil and natural gas.  In early 1996, the Company approved a 
plan of disposition for these exploration and production operations. 
The decision was based upon management's review of the prospects for 
this operation, which indicated that substantial new capital would be 
necessary to further develop this business and reach an acceptable 
level of profitability and integration.  Following this disposition,
the Company will focus its efforts on its core business of refining 
and marketing. The Company is in the process of searching for a buyer 
for the assets or the business of Giant E&P and expects to complete a 
sale in 1996.

     The Company's long-term strategy is to increase its market share
of refined products sold and to capture a significant portion of the
anticipated future growth in demand for refined products in the Four
Corners market. This strategy is designed to increase control over 
the distribution of a greater portion of the Company's refined
products. Additionally, the Company intends to reduce its dependence
on particular customers, obtain higher margins through increased
sales at the retail level and develop markets for the sale of refined
products in targeted regions. Through selective acquisitions, the
Company plans to expand into new markets where the Company's
management believes it can duplicate its business strategy. The
Company also intends to maintain its market presence in its secondary
markets, including the Phoenix metropolitan area, which could provide
additional opportunities for selective market expansion.

REFINING AND MARKETING

     REFINING

     Giant Arizona owns and operates the Ciniza refinery located on
880 acres near Gallup, New Mexico and the Bloomfield refinery,
purchased in early October, 1995, located on 285 acres near
Farmington, New Mexico.  Both of these refineries are located in the 
Four Corners area.  This area serves as the Company's primary market 
for its refined products and as the primary source of its crude oil 
and natural gas liquids ("NGLs") supplies.

     Management believes that the technical capabilities of both
refineries, together with the high quality of locally available
feedstocks, enable the Company to achieve a refinery conversion yield
which is comparable to that achieved by larger refineries located
outside of the area. Both refineries are equipped with fluid
catalytic cracking, naphtha hydrotreating, reforming, LPG recovery,
and diesel hydrotreating and sulfur recovery units to manufacture low
sulfur diesel fuel.  At the Ciniza refinery an alkylation unit is
utilized to manufacture high octane gasoline from cat cracker
olefins.  At the Bloomfield refinery this is accomplished utilizing a
catalytic polymerization unit.  The Ciniza refinery is also equipped
with isomerization and cogeneration facilities.  These processing
configurations enable the refineries to yield in excess of 90% high
value products, such as gasoline, diesel fuel and jet fuel, from each
barrel of crude oil refined and to manufacture a gasoline slate that
is 100% unleaded and diesel fuel that is 100% low sulfur diesel.

     Set forth below is data with respect to refinery operations and
the primary refined products produced during the indicated periods.

<TABLE>
<CAPTION>
                                   Year Ended December 31,      
                            -------------------------------------
                            1995(1) 1994    1993    1992    1991
                            ----    ----    ----    ----    ----
<S>                        <C>     <C>     <C>     <C>     <C>
Feedstock throughput:(2)
  Crude oil                23,700  19,100  20,300  20,800  19,300
  NGLs and oxygenates       5,000   4,500   5,000   4,800   4,300
                           ------  ------  ------  ------  ------
     Total                 28,700  23,600  25,300  25,600  23,600
                           ======  ======  ======  ======  ======
Crude oil throughput
  (as a % of total)           83%     81%     80%     81%     82%
Rated crude oil 
  capacity utilized           88%     92%     98%    101%     94%
Refinery margin ($/bbl)    $ 5.13  $ 5.60  $ 6.69  $ 4.77  $ 3.88
Products:(1)
  Gasoline                 18,500  15,200  16,300  16,100  15,200
  Diesel fuel               7,200   5,200   5,400   5,400   5,200
  Jet fuel                    900   1,300   1,800   2,000   1,800
  Other                     2,100   1,900   1,800   2,100   1,400
                           ------  ------  ------  ------  ------
     Total                 28,700  23,600  25,300  25,600  23,600
                           ======  ======  ======  ======  ======
High Value Products:
  Gasoline                    65%     64%     65%     63%     64%
  Diesel fuel                 25%     22%     21%     21%     22%
  Jet fuel                     3%      6%      7%      8%      8%
                           ------  ------  ------  ------  ------
     Total                    93%     92%     93%     92%     94%
                           ======  ======  ======  ======  ======

(1) The 1995 operating data reflects the operations of the Bloomfield
    refinery since October 4, 1995.

(2) Average barrels per day
</TABLE>

     The purchase of the Bloomfield refinery in October 1995 increased 
the Company's total rated crude oil refining capacity owned by 18,000 
bpd.

     Each unit in a refinery requires regular maintenance and repair
(referred to as a "turnaround") during which it is not in operation.
Turnaround cycles vary for different units and, in general, refinery
management plans product inventories and unit maintenance to permit
some operations to continue even when certain units are inactive.
Maintenance turnarounds involve the refineries' own personnel and some
additional contract labor. Turnarounds are effected on a continuous
24-hour basis in order to minimize the unproductive time of the units
involved. Giant has historically expensed current maintenance charges
and capitalized turnaround costs which are then amortized over the
estimated period until the next turnaround.

     In general, a major turnaround is scheduled every four years.
The most recent major turnaround occurred at the Ciniza refinery during 
March and April 1994.  This type of turnaround occurred at the 
Bloomfield refinery in 1993. Unscheduled maintenance shutdowns also 
occur, but the Company believes that the record of both refineries with 
respect to unscheduled maintenance shutdowns is generally good compared 
with the industry as a whole.

     RAW MATERIAL SUPPLY

     The refineries primarily process a mixture of high gravity, low
sulfur crude oil, condensate and NGLs and a material known as Lisbon
condensate. The locally produced, high quality crude oil known as
Four Corners Sweet is the primary feedstock for the refineries. The 
refineries also supplement their supply of crude oil with Alaskan 
North Slope ("ANS") crude oil, accessed from the West Coast through 
the Four Corners and Texas-New Mexico pipeline systems, which
together can transport approximately 65,000 barrels per day. The
Ciniza refinery also has access to West Texas Intermediate and other
lesser known crude oils by rail, should the need arise and should
economic conditions allow the use of such alternate crude oils. 

     With the acquisition of the Bloomfield refinery and based on
projections of local crude oil availability from the field, current
levels of usage of ANS and the Company's inventory levels, the
Company believes an adequate crude oil supply will be available,
without the use of additional supplemental supply alternatives, to
sustain both refineries' operations at planned levels, at least
through 1996.

     The Company believes that local crude oil production currently
approximates 95% of aggregate local crude oil demand. The Company
continues to evaluate supplemental crude oil supply alternatives for
both of its refineries on both a short-term and long-term basis. 
Among other alternatives, the Company has considered making equipment
modifications to increase its ability to use alternative crude oils
and may 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.
Generally, such supplemental crude oil is of lesser quality than 
locally available crude oils, and, with the exception of ANS, the 
Company believes such crude oil generally has a delivered cost 
greater than that of locally available crude oil.

     As additional supplemental crude oil becomes necessary, 
the Company intends to implement one or more of these available
alternatives as necessary and as is most advantageous under the
then prevailing conditions. The Company currently believes that
the most desirable strategy to supplement local crude oil
supplies, on a long-term basis, is the delivery of supplemental
crude oil from outside of the Four Corners area by pipeline.
Implementation of supplemental supply alternatives will 
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 crude oil 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's equity interest in producing wells, which is 
a part of discontinued operations, currently accounts for 
approximately 3% of the refineries' crude oil requirements. Crude 
oil is acquired from a number of other sources, including major oil 
companies and large and small independent producers, under 
arrangements which contain market-responsive pricing provisions. 
Many of these arrangements are subject to cancellation by either 
party or have terms that are not in excess of one year.  In addition, 
these arrangements are subject to periodic renegotiation. A portion 
of the refineries' purchases are structured as exchange agreements. 
In such exchanges, purchases are made in conjunction with matching 
sales to the supplier at other domestic locations, as may be negotiated 
periodically. The effect of such arrangements is to make a portion of 
the cost of the refineries' supply dependent upon market conditions 
in other locations, which may differ from those pertaining to the 
Four Corners area. In addition, the Company participates in various
government supply programs available to smaller refiners.

     In addition to crude oil, the Ciniza refinery currently has the
capability of processing approximately 5,200 barrels per day of NGLs,
consisting of natural gasoline, normal butane and isobutane. NGLs are
used as gasoline blending components and to supply the refinery's
isomerization and alkylation units. NGLs increase the percentage of
gasoline and the octane levels that the refinery can produce, which
typically increase the Company's refining margins. NGLs further
enhance refinery margins because the Company has historically been
able to purchase NGLs at a lower cost per barrel than crude oil.

     An adequate supply of NGLs is available for delivery to the
Ciniza refinery, primarily through a Company-owned pipeline connecting
the Ciniza refinery to natural gas liquids fractionation plants
operated by third parties. NGLs can also be transported to the Ciniza
refinery by rail or transport truck.  The Company currently acquires
substantially all of its NGL feedstocks pursuant to two long-term
agreements with suppliers under which NGLs are made available to the
Company at the fractionation plants. These agreements contain market
sensitive pricing arrangements under which prices are adjusted on a
monthly basis. 

     OXYGENATES

     The Company owns an ethanol processing plant in Portales, New
Mexico. The ethanol plant, a dry mill facility, has the capacity to
produce approximately 14.0 million gallons of ethanol per year,
137,000 tons of protein-enriched cattlefeed and beverage quality
carbon dioxide. Ethanol is an oxygenate which can be used as a
gasoline blending component. An oxygenate is an oxygen-containing
compound that can be used as a motor vehicle fuel supplement.
Substitution of oxygenated fuels for non-oxygenated gasoline can
reduce motor vehicle carbon monoxide emissions. Accordingly, the use
of gasoline containing oxygenates has been government-mandated in
certain geographical areas. 

     On October 2, 1995, the Company announced the temporary
suspension of operations at the facility due to high grain costs. 
The plant is expected to be closed until grain prices return to more
favorable levels. While operations are suspended the Company will not
generate any production related income tax credits. The Company 
anticipates that it will be able to purchase sufficient quantities of 
oxygenates from third parties at acceptable prices during the period 
the plant's operations are suspended.

     TRANSPORTATION

     Crude oil supply for the  Ciniza and Bloomfield refineries comes
primarily from the Four Corners area and is either connected by
Company owned pipeline or delivered by Company owned truck transports
to pipeline injection points or refinery tankage.  The Company owns
about 240 miles of pipeline for gathering and delivery of crude oil
to the refineries.  The pipeline system reaches into the San Juan
Basin and connects with common carrier pipelines.  The Ciniza refinery
receives NGL's through a 13-mile Company owned pipeline connected to
a natural gas liquids fractionation plant.

     Currently, over 40 Company-owned truck transports are involved
in the collection of crude oil from producing wells to supply the
refineries.

MARKETING AND DISTRIBUTION

     THE FOUR CORNERS MARKET. The Four Corners area, which is the
primary market area for the Company's refined products, is the area
which is bounded on the north by Grand Junction, Colorado, on the west 
by central Arizona, on the south by Las Cruces, New Mexico and on the
east by central New Mexico.  The Company's New Mexico market includes
the greater Albuquerque area, the largest market in New Mexico.  
Substantially all of the Company's refined products are distributed in 
the Four Corners market.  The Company estimates that, during 1995, its 
gasoline production was distributed 60% in New Mexico, 28% in Arizona, 
9% in Colorado and 3% in Utah; and its diesel production was distributed
56% in New Mexico, 29% in Arizona, 11% in Colorado and 4% in Utah. 
The Company's truck transports support refinery sales in its primary 
market as well as its secondary markets.  These vehicles hauled 52% 
of the refineries' sales barrels in 1995.  

     REFINED PRODUCT SALES. During 1995, the Company sold
approximately 6,600,000 barrels of gasoline and 2,600,000 barrels
of diesel fuel from both refineries.  The Company's retail outlets
sold an equivalent of approximately 34% of these gasoline and 25% of
these diesel sales.  Gasoline and diesel sales made through product
exchanges with large oil companies accounted for approximately 18% of
the volume sold by the refineries.  The remaining gasoline and diesel
sales were made to wholesalers, retailers and industrial/commercial
customers.  Supplementing sales barrels sourced from both refineries
were periodic purchases, for resale, of gasoline and diesel from other
sources.  Specific economic and/or market conditions are the major
factors affecting the timing and volume of these resale transactions.

     The Company's other refined products, including military jet
fuels, are marketed to various third party customers.

     RETAIL MARKETING.  At December 31, 1995, the Company operated 51
self-service retail stations located in New Mexico, Arizona and
Colorado, and the Travel Center, located on I-40 near the Ciniza
refinery.  This was the same number of operating units as in
December, 1994.  During 1995, four units were sold, four new units 
were constructed and two units were demolished and rebuilt.  The 
Company's retail outlets sold approximately 122,000,000 gallons of 
gasoline and diesel fuel in 1995, approximately the same volume as 
in 1994.  Gross merchandise sales in 1995 were approximately 
$45,700,000, a 7% increase over 1994 sales of $42,700,000.

     In the first two months of 1996, three additional service
stations were sold bringing the number of operating units to 48.  
The Company is planning to construct five new units and substantially
remodel eight units in 1996 depending on a variety of factors,
including economic conditions.

     The Company's service stations are typically modern, high-volume
self-service stations.  During 1995, the Company continued its
program to install credit card readers in dispensers ("CRINDS") in
its higher volume units. CRINDS were installed in thirteen units and
five units were converted from single product to multiple product
dispensers ("MPDs").  Also in 1995, the Company completed a pilot
test program of an integrated point of sale system.  This system
includes, among other things, bar code scanning and integrated credit
and dispenser controls.  At December 31, 1995, this system had been
installed at four units.  The Company plans to install this system
with MPDs and CRINDS in approximately thirty units during 1996.

     The Company's service stations are augmented by convenience
stores at most locations, which provide items such as general
merchandise, alcoholic and nonalcoholic beverages, fast foods, health
and beauty aids and automotive products.  In 1995, the Retail
Division expanded its deli operation to five of its newly constructed
and remodeled units.  Named, "The Deli at Giant", these stores offer
a full scale deli and fast food menu.

     The Company owns and operates the Travel Center adjacent to the
Ciniza refinery on I-40. The Travel Center provides a direct market
for a portion of the Ciniza refinery's diesel production and allows
diesel fuel to be sold at virtually no incremental transportation
cost. In the twelve months ended December 31, 1995, the Company sold
approximately 19,800,000 gallons of diesel fuel at the Travel Center
(approximately 21% of the Ciniza refinery's total diesel production).
The Travel Center facility includes 18 high volume diesel fueling
islands, a large truck repair facility, and a 29,000 square foot
shopping mall that contains a 265-seat full service restaurant, a
large convenience store, a fast food diner, a 24-hour movie theater, a
gift shop, a western wear and boot shop, a hair salon and other
accommodations such as showers, laundry, security and lighted parking.

EMPLOYEES

     The Company and its subsidiaries employed approximately 1,500
persons on February 29, 1996, including approximately 1,400 full-time
and approximately 100 part-time employees. Approximately 1,250 were
employed in refining and marketing operations including 100 part-time
employees. Of these, 650 (including 90 part-time) were employed in
the service station division and 300 (including 10 part-time) were
employed at the Travel Center.  Giant E&P operations employed
approximately 50 persons. The Company currently has no labor union
employees.

OTHER MATTERS

     COMPETITIVE CONDITIONS

     The industry in which the Company is engaged is highly
competitive. Many of the Company's competitors are large, integrated
oil companies which, because of their more diverse operations,
stronger capitalization and better brand name recognition, may be
better able than the Company to withstand volatile industry
conditions, including shortages or excesses of crude oil or refined
products or intense price competition.

     The principal competitive factors affecting the Company's
refining and marketing operations are the quality, quantity and
delivered costs of crude oil, NGLs and other refinery feedstocks,
refinery processing efficiencies, refined product mix, refined
product selling prices and the cost of delivering refined products to
markets. Other competitive factors include the ability of competitors
to deliver refined products into the Company's primary market area by
pipeline.  The Company's larger competitors have refineries which are
located outside the Four Corners area but which are larger and more
efficient than the Company's refineries and, as a result, have lower 
per barrel of crude oil refinery processing costs. The Company
competes with major and larger integrated oil companies and with 
independent refiners in Southeastern New Mexico, West Texas, the
Texas Panhandle, Utah, Colorado and Southern California for selling
refined products. Refined products from the Texas and Southeastern
New Mexico refineries can be shipped to Albuquerque, New Mexico,
primarily through two common carrier pipelines, one originating in El
Paso, Texas and the second originating in Amarillo, Texas. The
principal competitive factors affecting the Company's retail
marketing business are location of service stations, product price,
product quality, appearance and cleanliness of service stations and
brand identification.

     REGULATORY, ENVIRONMENTAL AND OTHER MATTERS AFFECTING REFINING
AND MARKETING

     OPERATIONS. The Company's refining and marketing operations are
subject to a variety of federal, state and local health and
environmental laws and regulations governing the discharge of
pollutants into the air and water, product specifications, and the
generation, treatment, storage, transportation and disposal of solid
and hazardous waste and materials. The Company believes that the
refineries are capable of processing currently utilized feedstocks in
substantial compliance with existing, currently effective
environmental laws and regulations. However, environmental laws and
regulations are becoming increasingly stringent, and the Company is
aware of regulations which will become effective in the future which
may affect the refining and marketing industry. The following
currently appear to be the most significant of such laws and
regulations as they relate to the Company's operations. Where
possible, the Company has attempted to estimate a range of its cost
of compliance based upon its current understanding of such laws and
regulations. The current estimates of costs provided are preliminary
only and actual costs may differ significantly from these estimates.

     The Company will be subject to additional environmental
regulations adopted by the Environmental Protection Agency ("EPA") and
state and local environmental agencies to implement the Clean Air Act
Amendments of 1990 (the "Amendments"). Among other things, the
Amendments require all major sources of hazardous air pollutants, as
well as certain other sources of air pollutants, to obtain state
operating permits. The permits must contain applicable federal and
state emission limitations and standards as well as satisfy other
statutory requirements. All sources subject to the permit program
must pay an annual permit fee. The Company believes that operating
permits will be required at both of its refineries and also believes
that it will be able to obtain these permits. Although additional
costs will be incurred in connection with these permits, the Company
does not believe these costs will be material. 

     The Amendments also require EPA to adopt emission standards for
categories of hazardous air pollutant sources. In accordance with
this directive, EPA has adopted emission standards that apply to
hazardous air pollutants emitted by petroleum refineries. The
standards are applicable to emissions from, among other things,
process vents, storage vessels, equipment leaks, wastewater
operations and gasoline loading racks. The Company believes its
compliance cost may be approximately $2,900,000 to $3,400,000, which
will be incurred over a period of approximately five years.

     EPA may adopt regulations that would require enhanced monitoring
of air emissions at the refineries and potentially at other Company
facilities. Based on the preliminary information currently available,
if these regulations are adopted the Company believes that its
compliance cost would be in the range of $1,000,000 to $3,000,000.

     EPA has adopted regulations requiring underground storage tanks
that were installed before December 1988 to be in compliance with
specified standards by December 1998.  In particular, steel tanks,
and associated steel piping, must be protected against corrosion and
devices must be in place to prevent tank spills and overfills. 
Underground storage tanks that were installed after December 1988
already are subject to these requirements.  The underground storage
tanks at all but nine of the Company's service stations satisfy the
1998 standards.  The Company anticipates that it will make the
necessary modifications at six of these stations in 1997 and at the
remaining three stations in 1998, at a cost of approximately $450,000
and $240,000 respectively.  

     The Company does not believe that any gasoline produced at the
refineries will be subject to the Clean Air Act Amendments'
Reformulated Gasoline regulatory program, unless a state governor
requests that Reformulated Gasoline be required in certain areas. The
Company already complies with the Amendments' Oxygenated Gasoline
requirements, and other state or local oxygenated fuel requirements,
in connection with gasoline sold in Bernalillo County, New Mexico,
Maricopa County and Pima County, Arizona, Denver County, Colorado and
El Paso County, Texas. The Company has not experienced any problems
to date obtaining oxygenates to comply with these requirements.

     The State of Arizona has adopted legislation requiring gasoline
sold in Maricopa County to have a Reid Vapor Pressure ("RVP") that
does not exceed nine pounds per square inch during the period
September 30 through March 31. The legislation also requires gasoline
sold in Maricopa County to have a RVP of seven pounds per square inch
during the period May 31 through September 30. To date, the Company
has chosen not to install equipment necessary to produce gasoline
complying with the standards and has pursued other alternatives for
supplying the Maricopa County market, such as acquiring petroleum
products by trade with other companies.

     The Company from time to time needs to obtain new environmental
permits or modifications to existing permits. Although there can be
no guarantee that the Company will be able to obtain all required
permits, the Company does not presently anticipate any unusual
problems in obtaining the necessary permits and permit modifications,
nor does it anticipate any significant problems in connection with
the renewal of existing permits prior to their expiration.

     The Company cannot predict what additional health and
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 interpreted with respect to products or
activities to which they have not been previously applied. Compliance
with more stringent laws or regulations, as well as more vigorous
enforcement policies of 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 pollution control systems and
equipment not currently possessed by the Company. 

     NOTICES OF VIOLATIONS. Notices of Violations and similar
governmental notices ("NOVs") are issued by governmental authorities
and may allege violations of environmental requirements. The Company
is in receipt of a NOV, dated February 9, 1993, from the New Mexico
Environmental Department ("NMED") alleging that the Company failed to
comply with certain notification requirements contained in one of the
permits applicable to the Ciniza refinery's land treatment facility.
As a result, the Company has submitted a proposal for closure of all
or a portion of the land treatment facility. Other options are also
being discussed with NMED, including modification of the existing
permit.  NMED has indicated that it probably will not require the
Company to undertake any cleanup activities if the land treatment
facility is closed, although periodic monitoring and site maintenance
could be required.  The Company has not disposed of any hazardous
waste at the land treatment facility since 1990.

     The Company has received other NOVs from time to time relating
to matters such as regulatory filing requirements. The Company has
responded or intends to respond to all such matters. The Company does
not believe any such matters to be material.

     DISCHARGES AND RELEASES. Refining, pipeline, trucking and
marketing operations are inherently subject to accidental spills,
discharges or other releases of petroleum or hazardous substances
which may give rise to liability to governmental entities or private
parties under federal, state or local environmental laws, as well as
under common law. Accidental discharges of contaminants have occurred
from time to time during the normal course of the Company's
operations, including discharges associated with the Company's
refineries, pipeline and trucking operations. The Company has
undertaken, intends to undertake or has completed all investigative
or remedial work thus far required by governmental agencies to
address potential contamination by the Company. 

     The Company anticipates that it will incur remediation costs
from time to time in connection with current and former gasoline
service stations operated by the Company. The Company's experience
has been that such costs generally do not exceed $100,000 per
location, and a portion of such costs may be subject to reimbursement
from State underground storage tank funds. 

     The Company has discovered hydrocarbon contamination adjacent to
a 55,000 barrel crude oil storage tank that is no longer in use
located in Bloomfield, New Mexico. The Company believes that all or a
portion of the tank and the 5.5 acres owned by the Company on which
the tank is located may have been a part of a refinery owned by
various other parties that ceased operations approximately
thirty-five years ago. The Company has completed a site
investigation, which indicates that contaminated groundwater may
extend approximately 300 feet south of the property boundary. 
Without admitting liability for the contamination, the Company
intends to conduct remediation activities under the oversight of the
New Mexico Oil Conservation Division ("OCD"). The Company accrued a
$250,000 environmental reserve in relation to this site.

     Although the Company has invested substantial resources to
prevent and minimize future accidental discharges and to remediate
contamination resulting from prior discharges, there can be no
assurance that accidental discharges will not occur in the future,
that future action will not be taken in connection with past
discharges, that governmental agencies will not assess penalties
against the Company in connection with any past or future
contamination, or that third parties will not assert claims against
the Company for damages allegedly arising out of any past or future
contamination. 

     FARMINGTON PROPERTY/LEE ACRES LANDFILL. In 1973, the Company
constructed the Farmington refinery which was operated until 1982.
The Company became aware of soil and shallow groundwater
contamination at this facility in 1985. The Company hired
environmental consulting firms to investigate the contamination and
undertake remedial action. The consultants identified several areas
of contamination in the soils and shallow groundwater underlying the
Farmington property. A consultant to the Company has indicated that
contamination attributable to past operations at the Farmington
property has migrated off the refinery property, including a
hydrocarbon plume that appears to extend no more than 1,800 feet 
south of the refinery property. Remediation activities are ongoing 
by the Company under OCD's supervision. The Company had reserved
approximately $1,000,000 for possible environmental expenditures
relating to its Farmington Property, of which approximately $800,000
still remains.

     The Farmington property is located adjacent to the Lee Acres
Landfill (the "Landfill"), a closed landfill formerly operated by San
Juan County which is situated on lands owned by the United States
Bureau of Land Management ("BLM"). Industrial and municipal wastes
were disposed of in the Landfill by numerous sources. During the
period that it was operational, the Company disposed of office trash,
maintenance shop trash, used tires and water from the Farmington
refinery's evaporation pond at the Landfill. In May 1991, EPA
notified the Company that it may be a potentially responsible party
under the Comprehensive Environmental Response, Compensation and
Liability Act ("CERCLA") for the release or threatened release of
hazardous substances, pollutants or contaminants at the Landfill. At
the present time, the Company is unable to determine the extent of
its potential liability, if any, in the matter. In 1989, a consultant
to the Company estimated, based on various assumptions, that Giant's
potential liability could be approximately $1.2 million. This figure
was based upon the consultant's evaluation of such factors as
available clean-up technology, BLM's involvement at the site and the
number of other entities that may have had involvement at the site.
The consultant, however, did not conduct an analysis of any potential
legal defenses and arguments including possible setoff rights.
Potentially responsible party liability is joint and several, such
that a responsible party may be liable for all of the clean-up costs
of a site even though the party was responsible for only a small part
of such costs. Actual liability, if any, may differ significantly
from the consultant's estimate.

     Preliminary studies have indicated that the groundwater gradient
in the vicinity of the Landfill is in the direction of the Farmington
property and that contaminants from the Landfill may be migrating
through the groundwater underlying the Farmington property. Sampling
data have also indicated the presence of contaminants in the
groundwater underlying a residential subdivision known as the Lee
Acres Subdivision, which may have migrated downgradient from the
Landfill and the Farmington property area. An alternate water supply
has been provided to residents of the Lee Acres Subdivision by BLM.

     The Lee Acres Landfill was added to the National Priorities List
as a CERCLA Superfund site in 1990. In connection with this listing,
EPA defined the site as the Landfill and the Landfill's associated
groundwater plume. EPA excluded any releases from the Farmington
refinery itself from the definition of the site.

     BLM may assert claims against the Company and others for
reimbursement of investigative, cleanup and other costs incurred by
BLM in connection with the Landfill and surrounding areas. It is also
possible that the Company will assert claims against BLM in
connection with contamination that may be originating from the
Landfill. Private parties and other governmental entities may also
assert claims against BLM, the Company and others for property
damage, personal injury and other damages allegedly arising out of
any contamination originating from the Landfill and the Farmington
property. Parties may also request judicial determination of their
rights and responsibilities, and the rights and responsibilities of
others, in connection with the Landfill and the Farmington property.
Currently, however, there is no outstanding litigation against the
Company by BLM or any other party. 

     BLOOMFIELD REFINERY. In connection with the acquisition of the
Bloomfield refinery, the Company assumed certain environmental 
obligations including Bloomfield Refining Company's ("BRC") obligations 
under an Administrative Order issued by EPA in 1992 pursuant to RCRA 
(the "Order"). The Order required BRC to investigate and propose 
measures for correcting any releases of hazardous waste or hazardous 
constituents at or from the Bloomfield refinery. The Company is in 
the process of gathering and analyzing information in order to 
establish an environmental reserve.  Such reserve, which the Company 
does not believe will be material, will be recorded as additional 
purchase price and allocated to the assets acquired.

     RIGHTS-OF-WAY. Certain irregularities in title may exist with
respect to a limited number of the Company's rights-of-way or
franchises for its crude oil pipeline gathering system. The Company,
however, has continued its use of the entirety of its pipeline
gathering system. As of this date, no claim stemming from any right-
of-way or franchise matter has been asserted against the Company. 
The Company does not believe that its use or enjoyment of the
pipeline gathering system will be adversely affected by any such
right-of-way matters or irregularities in title.

     TAXES. The Company is subject to audit on an ongoing basis of 
the various taxes that it pays to federal, state, local and tribal
agencies.  These audits may result in additional assessments or
refunds along with interest and penalties. In some cases the
jurisdictional basis of the taxing authority is in dispute and is the
subject of litigation or administrative appeals. In one such case, the 
Company produces crude oil and natural gas, or purchases crude oil as a 
first purchaser, from properties located in a geographic area outside 
the boundaries of the Navajo Indian Reservation in which the Navajo 
Tribe has asserted the right to impose severance and other taxes. A 
portion of the Company's pipeline gathering system also is located in 
this geographic area. The extent of the Tribe's taxing authority in the
geographic area is subject to doubt. The Company has received several
tax assessments from the Tribe pertaining to the geographic area,
including a $1.8 million severance tax assessment issued in November
1991. The Company has invoked its appeal rights with the Tribe's Tax
Commission in connection with these matters and intends to oppose the
severance tax assessment. It is the Company's understanding that its
appeals will be held in abeyance pending further judicial
clarification of the Tribe's taxing authority by means of litigation
involving other companies. It is possible, however, that the
Company's assessments will have to be litigated by the Company before
final resolution. The Company also may receive further tax
assessments before judicial resolution of the Tribe's taxing
authority. The Company intends to continue its production and
purchasing activities in the geographic area.

DISCONTINUED OPERATIONS

EXPLORATION & PRODUCTION

     GENERAL

     In early 1996, the Company approved a plan of disposition of its
exploration and production operations.  The decision was based upon
management's review of the prospects for this operation, which
indicated that substantial new capital would be necessary to further
develop this business and reach an acceptable level of profitability
and integration.  Following this disposition, the Company will focus 
its efforts on its core business of refining and marketing. The 
Company is in the process of searching for a buyer for the assets or 
the business and expects to complete a sale in 1996. Based on current 
information, the Company does not expect to incur a loss on the 
disposal of the operation.

     The independent oil and gas consulting firms of Malkewicz Hueni
Associates, Inc. ("MHA") and LaRoche, Swindell & Associates
("LaRoche") conducted an audit of reserves as of December 31, 1995.
MHA reviewed the properties located in the San Juan Basin, Paradox
Basin and Anadarko Basin. The properties located in these areas were
audited by Intera Information Technologies, Inc. (Intera) in 1994.
Intera's key personnel, previously responsible for auditing these
properties, joined the firm of MHA during 1995. LaRoche, Swindell, &
Associates was commissioned to audit the reserves of the Big Foot
field in South Texas  acquired in 1995 by the Company.  It is the
opinion of MHA and LaRoche that the reserves are, in the aggregate,
reasonable and have been prepared in accordance with generally
accepted petroleum engineering and evaluation principles as set forth
in the Standards Pertaining to the Estimating and Auditing of Oil and
Gas Reserve Information promulgated by the Society of Petroleum
Engineers.  

     At December 31, 1995, the Company's total proved reserves were
estimated at 4,959,800 barrels of oil (79% proved developed) and
15,263,800 Mcf of gas (83% proved developed). At December 31, 1995,
the Company's net equivalent barrels of proved reserves were
estimated at approximately 7,503,800 barrels and at December 31,
1994, approximately 4,191,200 barrels. This represents an increase of
79% from year-end 1994 on an equivalent barrel ("BOE") basis. During
1995, the Company produced 664,500 BOE. Approximately 530% of this
production was replaced by reserve additions of 3,519,000 BOE during
1995. Overall, the Company realized a net increase of 3,312,700 BOE
as a result of acquisitions, development drilling, improved well
performance, and new zone discoveries. The Company also earned a
positive interest revision of 6.7% in certain proved developed gas
properties pursuant to a 1992 purchase and sale agreement described
below. See "San Juan Basin Properties." This revision increased the
Company's net reserves by 279,100 Mcf.

     Approximately 63.8% of the Company's total proved reserves are
in the San Juan and Paradox Basins, both of which are in the Four
Corners area. 13.2% of the Company's reserves are located on the
border of Kansas and Oklahoma near the Anadarko Basin. The Company
exchanges crude oil from this area with other producers within the
primary market area of its refineries. The remaining 23% of the
reserves are in the Big Foot Field, located south of San Antonio,
Texas. The Company operates substantially all of its producing oil
and gas properties in the San Juan, Paradox and Anadarko Basin areas.

     During the twelve months ended December 31, 1995, the
exploration & production operations sold a daily average of
approximately 1,111 net barrels of oil and approximately 3,499 net
Mcf of gas from a total of 627 producing wells. Of this total,
approximately 236 net barrels of oil and 231 net Mcf of gas were from
non-operated properties. 


<PAGE>
<PAGE>
     The following table provides certain information regarding
the Company's principal oil and gas properties and reserves as of
December 31, 1995.

<TABLE>
<CAPTION>

                                                                                 Proved Reserves
                                                                      ------------------------------------
                       Number     Number                  Average        Total Proved    Proved Developed
                      of Gross    of Net     Average        Net       -----------------  -----------------
                      Producing  Producing   Working      Revenue       Oil      Gas       Oil      Gas
                      Wells(1)   Wells(2)   Interest(3)  Interest(4)   MBbls     MMcf     MBbls     MMcf
                      ---------  ---------  -----------  -----------  -------  --------  -------  --------
<S>                     <C>       <C>         <C>          <C>        <C>      <C>       <C>      <C>    
San Juan Basin          280       200.2       71.5%        60.7%      2,184.6  13,042.2  1,658.4  10,595.5
Anadarko Basin(5)        40        30.3       75.6%        63.7%        717.9   1,643.5    607.6   1,512.5
Paradox Basin            23        12.9       56.2%        46.7%        359.0     408.3    345.9     379.3
South Texas             286       102.9       36.0%        31.3%      1,698.3     169.8  1,307.3     130.7
                        ---       -----       ----         ----       -------  --------  -------  --------
    Total or Weighted
      Averages          629       346.3       55.0%        47.3%      4,959.8  15,263.8  3,919.2  12,618.0
                        ===       =====       ====         ====       =======  ========  =======  ========
</TABLE>

1)  Gross producing wells is the total number of producing wells in 
    which the Company has a working interest.  Wells with multiple
    completions in the same bore hole are counted as one well.  The
    Company had 19 gross (15.6 net) multiple completion wells.  Any
    well in which one of the multiple completions is an oil
    completion is classified as an oil well. At December 31, 1995,
    the Company had 498 gross (284 net) producing oil wells and
    131 gross (62 net) producing gas wells. The Company also
    operates 30 injection wells  associated with waterflooding and
    pressure maintenance operations.  

2)  Net producing wells is the number of gross producing wells 
    multiplied by the percentage working interest owned by the 
    Company in the properties.

3)  Average based on the sum of working interest divided by the 
    number of wells.

4)  Average based on the sum of net revenue interests divided by the 
    number of gross wells.  Some royalty rates decreased in 1993, 
    1994 & 1995 pursuant to Title 43 of the Code of Federal Regulations 
    Part 3103.4-1, pertaining to stripper oil wells. This results in 
    higher net revenue interests.

5)  These properties are subject to reversionary working interest 
    varying from 4% to 6%.  The Company does not believe that these 
    reversions will become effective for several years.


<PAGE>
<PAGE>
     The following tables summarize the Company's oil and gas revenues, 
average daily net production volumes sold of oil and gas, weighted 
average oil and gas sales prices, total proved reserves, production 
costs (lifting costs) and depreciation, depletion and amortization 
("DD&A") rates for the periods indicated.
   
<TABLE>
<CAPTION>
                                      Year Ended December 31,  
                                   ----------------------------
                                    1995       1994       1993 
                                   ------     ------     ------
<S>                                <C>        <C>        <C>
Oil and Gas Revenues (in 000's)

San Juan Basin                     $4,266     $3,851     $4,967
South Texas Area                    1,407
Anadarko Basin                      2,169      1,851      2,040
Paradox Basin                         446        241        369
                                   ------     ------     ------
    Total                          $8,288     $5,943     $7,376
                                   ======     ======     ======
</TABLE>

<TABLE>
<CAPTION>
                                        Year Ended December 31,   
                         ---------------------------------------------------     
                              1995              1994              1993     
                         ---------------   ---------------   ---------------
                          Oil      Gas      Oil      Gas      Oil      Gas 
                         ------   ------   ------   ------   ------   ------
<S>                      <C>      <C>      <C>      <C>      <C>      <C>
Average Daily Net
  Production Sold (1,4)

San Juan Basin             504    2,967      419    2,611      474    3,163
South Texas Area           226       38
Anadarko Basin             312      418      279      361      275      376
Paradox Basin               69       76       39       63       56       72
                         -----    -----    -----    -----    -----    -----
    Total                1,111    3,499      737    3,035      805    3,611
                         =====    =====    =====    =====    =====    =====
</TABLE>

<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                          Year Ended December 31,  
                               ----------------------------------------------      
                                    1995            1994            1993     
                               --------------  --------------  --------------
                                Oil     Gas     Oil     Gas     Oil      Gas
                               (Bbl)   (MCF)   (Bbl)   (MCF)   (Bbl)    (MCF)
                               ------  ------  ------  ------  ------  ------
<S>                            <C>     <C>     <C>     <C>     <C>     <C>
Average Sales Price (4)

San Juan Basin                 $16.59   $1.15  $15.36   $1.58  $16.35   $1.85
South Texas Area                16.86    1.66   
Anadarko Basin                  16.36    1.99   15.28    2.22   16.63    2.70
Paradox Basin                   16.51    1.07   15.28    1.01   16.50    1.24
                               ------   -----  ------   -----  ------   -----
  Weighted Average
    sales price                $16.52   $1.24  $15.33   $1.64  $16.46   $1.92
                               ======   =====  ======   =====  ======   =====
Proved Reserves
(in 000's) at 
Year End (4)                    4,960  15,264   2,215  11,860   2,196  12,998

Average Production Costs:
  (Per Equivalent Barrel)(3)
  Average Lifting Costs (2)    $ 4.60          $ 4.58          $ 5.89
  Average Production Taxes       0.89            1.10            1.02
                               ------          ------          ------ 
  Total                        $ 5.49          $ 5.68          $ 6.91
                               ======          ======          ======
Average DD&A Rate
(Per Equivalent Barrel)(3)
(Units Only)*                  $ 4.65          $ 5.32          $ 7.50

*Before the writedown of the carrying value of oil and gas properties.
</TABLE>

1)   Net production sold represents product volumes sold after
     deduction of all royalty and similar interests held by others.

2)   Lifting  costs include direct lease operating expenses,
     workovers, pipeline expenses (net of revenues) and production
     taxes. Total Lease Operating Expense ("LOE") for 1995 includes 
     the newly acquired, non-operated Big Foot Field. LOE of Giant 
     operated properties was $3.97 per barrel oil equivalent in 1995, 
     a decrease of 13% from the previous year.

3)   Equivalent barrels combine oil and gas volumes assuming that six
     Mcf of gas is equivalent to one barrel of oil.

4)   All volumes and prices are stated on a per barrel basis for oil
     and on a per Mcf basis for gas.

     SAN JUAN BASIN PROPERTIES

     In 1992, the Company sold a volume of reserves equal to
approximately 50% of its then working interest in certain proved
developed natural gas reserves along with a portion of the associated
gathering system. The Purchase and Sale Agreement associated with
that transaction contains a provision whereby the ownership interest
in the subject reserves is adjusted annually at December 31, 1993
through 1996, based on year end reserve reports, so that the buyer 
receives a cumulative working interest estimated for the life of the 
reserves equal to the reserve volume purchased. At December 31, 1995 
the Company earned a positive interest revision of approximately 
279,100 Mcf under this provision of that agreement.

     As of December 31, 1995, the Company had net proved Coalbed
Methane gas reserves of 7,219,100 Mcf (6,730,500 Mcf operated plus
488,600 Mcf non-operated) based on MHA's audit. This represents an
increase of 17% from the Company's December 31, 1994 consulting
engineer's reserve estimate of 6,162,900 Mcf. The increase is
primarily the result of improved well performance, lower operating
expenses and a resulting increase in the Company's net revenue
interest in certain properties pursuant to the 1992 Purchase and Sale
Agreement described above.

     Prior to December 31, 1992, the Company had drilled or
participated in the drilling of 91 coal seam gas wells which qualified
for federal tax credits under Section 29 of the Fuel Use Act regarding
Alternative Fuels. The Company's interest in the production of the
estimated reserves at December 31, 1995, is expected to generate
approximately $2.95 million of federal income tax credits on a present
value basis which is available to be used to offset income taxes
through the year 2002. Through December 31, 1995 , the Company had
generated approximately $4.5 million in federal tax credits of which
$1.7 million was utilized to offset taxes payable, $1.9 million
carried forward to offset future tax obligations and $0.9 million
was unable to be used. The Company's ability to utilize such credits
generated in the future depends upon the Company's ability to generate
taxable earnings.

     SOUTH TEXAS PROPERTIES 

     Effective January 1, 1995, the Company purchased a non-operated
working interest in the Big Foot field, located south of San Antonio,
Texas. Additional, small working interests were purchased in the same
field effective February 1 and June 1, 1995. A total of 38 wells were
drilled and completed in the field in 1995. Two additional wells were
drilled and awaiting completion at year end.  

<PAGE>
<PAGE>
OIL AND GAS RESERVES

     The following table sets forth as of December 31, 1995,
estimates of the Company's proved reserves, projected future
production and estimated future net revenues from production of
proved reserves, using selling prices and estimated development and
production costs as of December 31, 1995. The discounted present
values of estimated future net revenues shown in the table are not
intended to represent the fair market value of oil and gas reserves
owned by the Company.

<TABLE>
<CAPTION>                                                               
                              Proved Reserves
                   ------------------------------------                                         Future Net   Percent
                      Total Proved    Proved Developed    Percent         Future      Percent    Revenues      of
                   -----------------  -----------------   of Total          Net      of Future  Discounted  Discounted
                     Oil      Gas       Oil      Gas       Proved       Revenues(2)     Net        @ 10%    Future Net
                    MBbls     MMcf     MBbls     MMcf    Reserves(1)       ($M)       Revenues     ($M)      Revenues
                   -------  --------  -------  --------  -----------   ------------  ---------  ----------  ----------
<S>                <C>      <C>       <C>      <C>         <C>          <C>           <C>       <C>          <C>
San Juan Basin     2,184.6  13,042.2  1,658.4  10,595.5     58.1%       $25,256.6      51.4%    $14,884.0     50.3%
Anadarko Basin       717.9   1,643.5    607.6   1,512.5     13.2%        10,434.3      21.2%      6,864.1     23.2%
Paradox Basin        359.0     408.3    345.9     379.3      5.7%         3,982.2       8.1%      2,720.5      9.2%
South Texas        1,698.3     169.8  1,307.3     130.7     23.0%         9,498.4      19.3%      5,111.3     17.3%
                   -------  --------  -------  --------    ------       ---------     ------    ---------    ------
    Totals         4,959.8  15,263.8  3,919.2  12,618.0    100.0%       $49,171.5     100.0%    $29,579.9    100.0%
                   =======  ========  =======  ========    ======       =========     ======    =========    ======
</TABLE>

1)   Equivalent gas information is based on a ratio of gas to oil of 
     six Mcf to one Bbl.

2)   Production of oil and gas, unit prices, and gross revenues are 
     based on prices which take into account fixed and determinable 
     changes in existing prices as a result of contractual 
     arrangements, operation of law, or regulatory agency action. 
     The Company's reserve report assumes that plugging expenses 
     equal salvage value.
<PAGE>
<PAGE>
     There are numerous uncertainties inherent in estimating
quantities of proved reserves and in projecting future rates of
production and timing of development expenditures, including many
factors beyond the control of the producer. The reserve data set
forth herein represents only estimates. Reserve engineering is a
subjective process of estimating underground accumulations of oil and
gas that cannot be measured in an exact way, and the accuracy of any
reserve estimate is a function of the quality of available data and
of engineering and geological interpretation and judgment. As a
result, estimates of different engineers often vary.  In addition,
results of drilling, testing and production subsequent to the date of
an estimate may justify revision of such estimates.  Accordingly,
reserve estimates are often different from the quantities of oil and
gas that are ultimately recovered.  Further, the estimated future net
revenues from proved reserves and the present value thereof are based
upon certain assumptions about prices, timing of development and
future production levels and cost, that may not prove correct over
time.  Predictions about prices and future production levels are
subject to great uncertainty, and the meaningfulness of such
estimates is highly dependent upon the accuracy of the assumptions
upon which they are based.

     Except to the extent the Company acquires additional properties
containing proved reserves or conducts successful exploration and
development activities, or both, the proved reserves, and the
revenues generated from the production thereof, will decline as
reserves are produced.  Increases or decreases in prices of oil and
gas will also affect revenues and the present value of estimated
future net cash flows from the Company's properties.  The revenues
generated from the Company's future exploration and production
activities are therefore highly dependent upon the level of success
in acquiring or discovering additional reserves and the costs
incurred in doing so.

     The Company has filed estimates of oil and gas reserve data with
the United States Department of Energy ("DOE") in accordance with the
DOE's annual survey of domestic oil and gas reserves.  The reserves
reported to the DOE are required to be on a gross basis and,
therefore, are not comparable to reserve data reported herein.

<PAGE>
<PAGE>
EXPLORATORY AND DEVELOPMENTAL ACREAGE

     The following table provides information regarding the Company's
developed and undeveloped acreage held at December 31, 1995:

<TABLE>
<CAPTION>
                         Developed Acres        Undeveloped Acres 
                      ---------------------   ---------------------
                        Gross        Net        Gross        Net  
                      ---------   ---------   ---------   ---------
<S>                   <C>         <C>         <C>         <C>
New Mexico            54,726.92   42,049.32    2,416.71    2,416.71
Colorado              11,360.42    2,138.35      320.00       55.00
Oklahoma               2,908.21    2,100.38      232.24      180.63
Kansas                 7,979.68    6,035.94    1,264.00      584.00
Utah                  10,371.31    6,845.04    7,303.68    6,238.94
Wyoming                                        1,259.62    1,199.62
Texas                  8,307.88    3,264.24
Nevada                                        28,757.87   17,459.52
                      ---------   ---------   ---------   ---------
Total                 95,654.42   62,433.27   41,554.12   28,134.42
                      =========   =========   =========   =========
</TABLE>

     In 1995 there was an increase in developed acreage which
generally reflects the Company's purchase of producing properties
in the San Juan and Paradox Basins and in South Texas.  A 1995
decrease in undeveloped acreage reflects the release of tracts
in Wyoming and Nevada which the Company had impaired in 1994.

     The following table sets forth certain information regarding the
Company's drilling activities for the periods indicated:

<TABLE>
<CAPTION>
                                 Year Ended December 31,   
                       -----------------------------------------     
                         1995(1)          1994          1993    
                       -----------    -----------    -----------
                       Gross   Net    Gross   Net    Gross   Net
                       -----   ---    -----   ---    -----   ---
<S>                     <C>    <C>     <C>    <C>    <C>    <C>
Productive Wells        47.0   19.7    6.0    3.3    4.0    0.5
Dry Holes                1.0    0.3    1.0    0.6    1.0    1.0
</TABLE>

1)   A dry hole is an exploratory or development well found to be
     incapable of producing either oil or gas in sufficient
     quantities to justify completion as an oil or gas well.  The
     Company drilled 48 gross (20 net) wells in 1995. Of this total,
     45 gross (19.4 net) were development wells, and 3 gross (.6 net)
     were exploratory wells. One (.3 net) of the exploratory wells was a
     dry hole.

<PAGE>
<PAGE>
     The following table sets forth the capital expenditures (in
$000's) incurred by the Company for oil and gas property
acquisitions, exploration and development during the periods
indicated:

<TABLE>
<CAPTION>
                                      Year Ended December 31, 
                                   ----------------------------
                                    1995       1994       1993 
                                   ------     ------     ------
<S>                                <C>        <C>        <C>
Property Acquisitions:
     Unproved                         (16)      357        327
     Proved                         5,192       326         87
Exploration                           251       123        290
Development                         6,095     2,759      3,211
                                   ------     -----      -----
        Total                      11,522     3,565      3,915
                                   ======     =====      =====
</TABLE>

MARKETING OF CRUDE OIL AND NATURAL GAS

     Crude oil production in the Four Corners area is primarily
delivered directly to the refineries via pipeline or by truck for 
processing.  Crude oil produced outside the Four Corners area is 
exchanged for barrels in the Four Corners area or sold on the open 
market.

     The majority of the Company's natural gas in the San Juan Basin
is sold through third-party gas brokers at spot market prices and
transported to market by interstate and intrastate pipelines. 
Contracts with these brokers are generally short term in nature (less
than 18 months) and allow for prices to adjust to the marketplace.
The Company believes that because of the competitive nature of the
industry today, the loss of any one of its natural gas purchasers
would not have an adverse effect on its business.

OTHER MATTERS

     COMPETITIVE CONDITIONS

     The Company's exploration and production operation is subject to
intense competition particularly with respect to the acquisition of
desirable properties. There is also competition for the acquisition of
oil and gas leases suitable for exploration and the hiring of
experienced personnel. 

     The Company's competitors in oil and gas exploration, development,
production and marketing include major integrated oil and gas
companies, numerous independent oil and gas companies, drilling and
production purchase programs and individual producers and operators.
The ability of the Company to increase its holdings of proved oil and
gas reserves in the future is directly dependent upon the Company's
ability to select and acquire suitable producing properties and
prospects for future drilling in competition with these companies and
the availability of capital. Many competitors have financial
resources, staffs, facilities and other resources significantly
greater than those of the Company.

     Crude oil prices are affected by a variety of factors that are
beyond the control of the Company. The principal factors currently
influencing prices, in addition to local factors discussed previously
under the caption RAW MATERIAL SUPPLY, include the pricing and production 
policies of members of the Organization of Petroleum Exporting Countries 
("OPEC"), the availability to world markets of production from troubled 
areas of the world and the worldwide and domestic demand for oil and 
refined products. Oil pricing will continue to be unpredictable and 
greatly influenced by governmental and political forces.

     A small portion of the Company's natural gas continues to be sold
on contracts which control the gas price. As a result of the Federal
Energy Regulatory Commission's ("FERC") Order No. 636, no gas is now
sold to interstate pipeline companies, and these contracts have now
been transferred to third party marketing companies which have
recently purchased all of the gas the Company is able to deliver under
the contracts. The majority of the Company's natural gas is purchased
at the wellhead by natural gas marketers and brokers, who then arrange
for transportation of the natural gas from the wellhead to a sales
point where the gas is sold to an end user or local distribution
company. Prices paid by natural gas marketers and brokers fluctuate
monthly in response to market factors which are generally controlled
by demand for natural gas at the end user level. While deliverability
of natural gas has not been curtailed by market factors, the Company
cannot accurately predict whether current levels of deliverability of
natural gas will continue in the future. The Company cannot control or
accurately predict future pricing.

     REGULATION AND OTHER FACTORS AFFECTING EXPLORATION AND
PRODUCTION

     GENERAL. Oil and gas exploration and production activities are
heavily regulated by federal, state and local governmental entities;
and expenses and delays often associated with compliance with such
regulations may adversely affect the Company's operations.
Regulations affect, among other things, the timing and cost of
drilling operations, conservation matters, marketing, transportation
and production of oil and gas, prices received for such production,
taxes and numerous other matters. Many states also restrict allowable
rates of production of oil and gas to their respective statewide
market demands. In addition, some states have enacted statutes
prescribing ceiling prices for gas sold within such states.
Regulations affecting the Company's activities are frequently revised
and new or amended regulations in the future could significantly
impact the Company's oil and gas exploration operations.

     The transportation and sale of natural gas has historically been
subject to regulation by federal and state regulatory authorities
pursuant to a number of statutes, including the Natural Gas Act of
1938 (the "NGA") and the Natural Gas Policy Act of 1978 (the "NGPA"). 
The provisions of the NGA and the NGPA and regulations promulgated 
thereunder significantly impact the transportation of the Company's 
produced natural gas through interstate and intrastate pipelines. 
Although the Company is currently able to arrange for the 
transportation of its produced gas volumes under generally satisfactory 
conditions, there can be no assurance that future regulatory developments 
will not adversely affect the Company.

     Various federal, state and local laws and regulations which
relate to the protection of the environment may affect the Company's
operations and costs as a result of their effect on oil and gas
exploration, development and production operations. At present, the
Company believes it is in substantial compliance with applicable
environmental rules and regulations in areas in which it drills and
produces crude oil and natural gas. However, the Company is not able
to predict the ultimate cost associated with compliance with current
environmental regulations or future regulatory changes.

     The Company is subject to all of the risks normally incident to
the exploration for and production of oil and gas, including
blowouts, cratering, down hole problems, pollution and fires, each of
which could result in damage to or destruction of oil and gas wells,
producing formations or production facilities, or damage to persons
and other property. As is common in the industry, the Company does
not fully insure against all these risks either because insurance is
not readily available or because the Company elects not to insure due
to prohibitive premium costs. The occurrence of an event not fully
covered by insurance could have a material adverse effect on the
financial position and results of operations of the Company. In
addition, exploratory drilling carries a significant risk that no
commercial oil or gas production will be obtained.

     TITLE MATTERS. Title to the Company's oil and gas properties is
subject to royalty, overriding royalty, carried working and other
similar interests and contractual arrangements customary in the oil
and gas industry (including farmout and development agreements,
operating agreements and joint venture arrangements), to liens for
current taxes not yet due and to other minor defects and
encumbrances. The Company believes that such burdens do not
materially detract from the value of such properties or from the
Company's interest therein or materially interfere with the operation
of the Company's business.

     As is generally customary in the oil and gas industry in the
case of undeveloped properties, an in-house title review is made
prior to or at the time of acquisition. More comprehensive title
investigations, including in most cases receipt of a title opinion of
outside legal counsel, are generally made prior to the consummation
of an acquisition of producing property and before commencement of
drilling operations.

     With regard to the Company's coal seam gas reserves, potential
legal questions may arise as to whether the right to produce such
reserves is granted to the Company by certain of its oil and gas
leases or are instead retained by the landowner or whether the
Company's right to produce such reserves is subject to or affected by
existing or future leases granted to others to develop the associated
coal reserves. The bulk of the Company's coal seam gas reserves are
held pursuant to substantially identical leases granted by the BLM. A
United States Department of Interior Solicitor's opinion issued in
1981 supports the Company's belief that it has the right to produce
coal seam gas reserves underlying lands subject to the Company's
existing oil and gas leases granted by the BLM and that any
subsequent coal leases or oil and gas leases granted by the BLM or
other parties will not have a material adverse effect on the
Company's right to produce such gas. The Company believes that the
commercial impracticability of mining the associated coal reserves
and other factors further reduce the risk of a bona fide dispute with
anyone other than the BLM regarding ownership of and the right to
drill for and produce the Company's coal seam gas. In view of the
foregoing and its analysis of relevant leases and current case law,
the Company believes that any potential future claims by the BLM or
other parties will not have any material adverse effect on its title
to such coal gas reserves.


<PAGE>
<PAGE>
ITEM 3. LEGAL PROCEEDINGS.

     The Company is a party to ordinary routine litigation incidental
to its business. There is also hereby incorporated by reference the
information under the headings "Regulatory, Environmental, and Other
Matters Affecting Refining and Marketing" and "Regulation and Other
Factors Affecting Exploration and Production" in Items 1 and 2, the
discussions contained in Item 7, and the information regarding
contingencies in Note 15 to the Consolidated Financial Statements in
Item 8.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     Not applicable.

     Executive Officers of the Registrant.

                                                        Executive
                                                         Officer
Name                 Age  Position                        Since   
----                 ---  --------                      ---------
James E. Acridge     55   President and Chief          October 1989
                          Executive Officer

A. Wayne Davenport   47   Vice President and               May 1994
                          Chief Financial Officer

Fredric L. Holliger  48   Executive Vice President     October 1989
                          and Chief Operating 
                          Officer

Morgan Gust          48   Vice President and            August 1990
                          General Counsel, Vice 
                          President Administration 
                          and Secretary

Gary L. Nielsen      53   Vice President Finance,      October 1989
                          Treasurer and Assistant 
                          Secretary

     The officers of the Company are elected annually by the
Board of Directors and each officer serves until his successor is
chosen and qualified or until his earlier resignation or removal.
There are no family relationships among the officers of the
Company.

     James E. Acridge has served as Chairman of the Board of
Directors, President and Chief Executive Officer of the Company
since October 1989.  Mr. Acridge also serves as Chairman of the
Nominating Committee. Mr. Acridge is Chairman of the Board of
Directors, President and Chief Executive Officer of Giant Arizona
and Chairman of the Board of Directors of Giant E&P.  Mr. Acridge 
founded Giant Arizona in 1969 and has served continuously as its 
Chairman of the Board of Directors, President and Chief Executive 
Officer.

     A. Wayne Davenport served as Vice President and Corporate
Controller commencing May 1994 and, since May 1995, serves as Vice
President and Chief Financial Officer.  He also serves in such
positions for Giant and Giant E&P.  Prior to joining the Company in
March 1994, Mr. Davenport was an investor in crude oil and natural
gas properties and a consultant to the industry.  From February 1987
to September 1992, he served in various positions, the last being
Executive Vice President and Chief Financial Officer, with Hondo Oil
& Gas Company, a company engaged in refining, marketing, exploration
and production. Mr. Davenport was an audit partner for the accounting
firm of Ernst & Young from May 1982 until February 1987.

     Fredric L. Holliger has served as a director, Executive Vice
President and Chief Operating Officer of the Company since
October 1989. Mr. Holliger joined Giant Arizona as Senior Vice
President and President of the Giant Arizona refining division in
February 1989 and continues to serve as a director, Executive
Vice President and Chief Operating Officer of Giant Arizona.
Since May 1993, he has also served as a director and President
and Chief Executive Officer of Giant E&P. Before joining Giant
Arizona, he served for two years as President of Northern Natural
Gas Company, a division of Enron Corp., Omaha, Nebraska
("Northern Natural") and prior thereto was employed by Northern
Natural for 14 years, serving in a variety of marketing, supply,
operations and petroleum engineering capacities.

     Morgan Gust has served as Secretary and General Counsel of
the Company since August 1990 and as Vice President since
September 1990. In addition, he has served as Vice President
Administration since October 1992. He also serves in such
capacities and as a director of Giant Arizona and Giant E&P.
Before joining the Company, Mr. Gust was President of Tucson
Resources, Inc., an investment and financial services company,
where he served first in the capacity of Vice President and
General Counsel and later as Executive Vice President. From
September 1975 to July 1988, Mr. Gust was a partner in the law
firm of Gust, Rosenfeld and Henderson.

     Gary L. Nielsen has served as Treasurer and Assistant
Secretary of the Company since October 1989, Vice President since
September 1990 and Vice President Finance since September 1992.
He also serves in such capacities for both Giant Arizona and
Giant E&P. Mr. Nielsen joined Giant Arizona as its Treasurer in
October 1986.  Before joining Giant Arizona, he was senior Vice
President and Chief Financial Officer of the casino hotel
division of Del Webb Corporation from April 1978 to March 1986,
and Chief Financial Officer of the Crescent Hotel Group from
March 1986 to October 1986.<PAGE>
<PAGE>
                           PART II

ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS

     The principal United States market on which the Company's
Common Stock is traded is the New York Stock Exchange. The high
and low sales prices for the Common Stock for each full quarterly
period as reported on the New York Stock Exchange Composite Tape
for the last two fiscal years is as follows:

                 Quarter Ended        High      Low
               ------------------    ------    ------
               December 31, 1995     12 1/4     9 5/8
               September 30, 1995    11 3/8     7 7/8
               June 30, 1995          8 7/8     7 1/8
               March 31, 1995         8 7/8     6 5/8

               December 31, 1994      9 1/4     6 3/4
               September 30, 1994     8 7/8     7 1/8
               June 30, 1994          9 7/8     7 3/8
               March 31, 1994        10 3/4     8 5/8

     For 1995, the Company's Board of Directors declared quarterly
common stock dividends of $0.05 per share.  Any future dividends are
subject to the results of the Company's operations, declarations by
the Board of Directors and existing debt covenants, as described
below.

    The Company has issued $100,000,000 of 9 3/4% Senior Subordinated
Notes ("Notes"). The Notes were issued pursuant to an Indenture dated
November 29, 1993 (the "Indenture") among the Company, its
Subsidiaries, as guarantors, and NBD Bank, National Association, as
trustee. The Indenture contains a number of covenants, which, among
other provisions, place restrictions on the payment of dividends. A
similar provision is contained in the agreement governing the
Company's 10.91% senior unsecured note. At December 31, 1995,
retained earnings available for dividends under the terms of the
Indenture was approximately $13,137,000. The Indenture includes the
payment of dividends in its definition of "Restricted Payments" which
are subject to limitations, the most significant of which are
summarized as follows:

          The Company will not, and will not permit any of its
     Restricted Subsidiaries to, directly or indirectly, make any
     Restricted Payment, unless:

          (a)  no Default or Event of Default shall have
     occurred and be continuing at the time of or immediately
     after giving effect to such Restricted Payment;

          (b)  at the time of and immediately after giving
     effect to such Restricted Payment, the Company would be able
     to incur at least $1.00 of additional Indebtedness pursuant
     to the first paragraph of the covenant captioned "Limitation
     on Incurrence of Additional Indebtedness"; and

          (c)  immediately after giving effect to such
     Restricted Payment, the aggregate amount of all Restricted
     Payments declared or made after the Issue Date does not
     exceed the sum of (A) 50% of the Consolidated Net Income of
     the Company and its Restricted Subsidiaries (or in the event
     such Consolidated Net Income shall be a deficit, minus 100%
     of such deficit) during the period (treated as one
     accounting period) subsequent to September 30, 1993 and
     ending on the last day of the fiscal quarter immediately
     preceding the date of such Restricted Payment and (B) $15
     million. Consolidated Net Income excludes, among other
     things, any full cost ceiling limitation writedown.

     Also see the "Capital Structure" discussion in "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" included in Item 7 hereof.

     Capitalized items used but not defined above have the
meaning assigned to them in the Indenture.

     There were 315 holders of record of Common Stock on 
February 29, 1996.<PAGE>
<PAGE>
ITEM 6.  SELECTED FINANCIAL DATA.

     The following table summarizes recent financial information
of the Company.  This selected financial data should be read in
conjunction with Management's Discussion and Analysis of
Financial Condition and Results of Operations at Item 7 and the
Consolidated Financial Statements, related notes thereto, and the
Auditors' Report included in Item 8 hereof:

<TABLE>
<CAPTION>
                  FINANCIAL AND OPERATING HIGHLIGHTS
   (In Millions, Except Percentages, Per Share and Operating Data)

                                                        Year Ended December 31,        
                                             ----------------------------------------------------
                                               1995       1994       1993       1992       1991
                                             --------   --------   --------   --------   --------
<S>                                          <C>        <C>        <C>        <C>        <C>
FINANCIAL STATEMENT DATA
Continuing Operations:
  Net Revenues                               $  332.9   $  291.6   $  313.2   $  301.7   $  285.5      
  Operating Income (Loss)                        20.6       20.1       31.4       15.3       (1.5)
  Net Earnings (Loss)                             7.7        7.4       17.5        7.1       (6.3)
  Earnings (Loss) Per Common Share                .68        .61       1.43        .58       (.51)
Discontinued Operations
  Net Earnings (Loss)(1)                           .2       (2.9)     (11.3)      (9.5)       (.3)
  Earnings (Loss) Per Common Share                .01       (.24)      (.92)      (.78)      (.03)
Weighted Average Common      
  Shares Outstanding                             11.5       12.1       12.2       12.2       12.2 
Dividends Paid Per Common Share                   .20                                        .225
Stockholders' Equity                            109.7      109.7      105.9       98.6       99.8 
Book Value Per Common Share                      9.75       9.15       8.69       8.07       8.16 
Return on Average Stockholders' Equity            7.2%       4.2%       5.8%                      
Total Assets                                    324.9      279.4      274.4      233.3      253.9 
Working Capital                                  50.3       86.4       88.0       47.2       61.9 
Long-Term Debt as a Percentage 
  of Total Capitalization(2)                     56.5%      51.4%      52.5%      46.8%      51.1%
Long-Term Debt                                  142.7      116.1      117.3       86.9      104.3 

OPERATIONS DATA - CONTINUING OPERATIONS:
REFINING AND MARKETING:(3)
  Rated Crude Oil Capacity Utilized                88%        92%        98%       101%        94%
  Refinery Sourced Sales Barrels (Bbls/Day)    27,430     23,054     24,412     24,477     23,787
  Average Crude Oil Costs (Per Bbl)          $  18.41   $  16.97   $  18.09   $  20.21   $  21.76 
  Refinery Margin ($/Bbl)                    $   5.13   $   5.60   $   6.69   $   4.77   $   3.88 
  Service Stations:
    Fuel Gallons Sold (In Thousands)          100,601    100,685     77,684     71,068     67,447 
    Product Margin ($/Gallon)                $  0.175   $  0.177   $  0.177   $  0.150   $  0.121 
    Merchandise Sold (In Thousands)          $ 38,091   $ 32,727   $ 22,367   $ 18,159   $ 14,958 
    Merchandise Margin                             30%        29%        28%        27%        28%
    Number of Outlets at Year End                  51         51         51         42         44 
  Travel Centers:(4)
    Fuel Gallons Sold (In Thousands)           21,522     30,337     32,148     38,253     33,229 
    Product Margin ($/Gallon)                $  0.102   $  0.118   $  0.128   $  0.121   $  0.124 
    Merchandise Sold (In Thousands)          $  7,640   $  9,929   $ 10,125   $ 10,041   $  8,970 
    Merchandise Margin                             47%        45%        45%        47%        47%
    Number of Outlets at Year End                   1          1          2          2          2 
 Retail Fuel Volumes Sold as a % of
    Refinery Sourced Sales Barrels                 29%        37%        29%        29%        28%

OPERATIONS DATA - DISCONTINUED OPERATIONS:
EXPLORATION AND PRODUCTION:
  Crude Oil Production Sold (Net Bbls/Day)      1,111        737        805        918      1,207 
  Natural Gas Production Sold (Net Mcf/Day)     3,499      3,035      3,611      5,286      4,152 
  Crude Oil Average Selling Price (Per Bbl)  $  16.52   $  15.33   $  16.46   $  19.00   $  20.13 
  Natural Gas Average Selling 
    Price (Per Mcf)                          $   1.24   $   1.64   $   1.92   $   1.63   $   1.34 
  Lifting Costs ($/BOE)                      $   5.49   $   5.68   $   6.91   $   5.58   $   5.07 
  Year End Proved Reserves, Net:(5)  
    Crude Oil (Thousand Barrels)                4,960      2,215      2,196      3,285      3,320 
    Natural Gas (MMcf)                         15,264     11,860     12,998     15,943     35,083 
    Combined (OEB)                              7,504      4,191      4,362      5,942      9,167 
 Percent of Refinery Crude Oil Throughput
    Represented by:
      Equity Interests                              5%         4%         4%         4%         6%
      Controlling Interests                         6%         6%         6%         7%        10%

</TABLE>

(1)  The 1994, 1993 and 1992 amounts include a $2.2 million, $9.9
     million and $8.6 million net of tax charge, respectively, for 
     the reduction of the carrying value of crude oil and natural gas
     properties.

(2)  In certain prior reports, the Company included deferred income 
     taxes as a component of total capitalization. Deferred income 
     taxes are excluded from capitalization calculations in this 
     report.

(3)  Operations data includes the operations of the Bloomfield refinery
     from October 4, 1995.

(4)  The Company's Giant Express travel center was sold November 2,
     1994.

(5)  Based on annual reserve report.<PAGE>
<PAGE>
ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

COMPARISON OF THE YEARS ENDED DECEMBER 31, 1995 AND DECEMBER 31, 1994
---------------------------------------------------------------------
    The primary factors affecting the results of the Company's 1995
continuing operations as compared to its 1994 continuing operations
are the acquisition of the Bloomfield refinery shortly after the
beginning of the fourth quarter of 1995, a decline in refinery
margins, an increase in refinery sourced sales volumes from the
Ciniza refinery and the temporary suspension of operations at the
Company's ethanol production plant.

     In early 1996, the Company approved a plan of disposition of its
exploration and production business.  The Company's financial
statements have been restated to classify these operations as
discontinued operations.  Based on current information, the Company
does not expect to incur a loss on the disposal of these operations.

EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 
-------------------------------------------------------
     Earnings from continuing operations before income taxes were
$11.4 million for the year ended December 31, 1995, an increase of
$1.3 million from $10.1 million for the year ended December 31, 1994. 
The increase is primarily the result of the acquisition of the 
Bloomfield refinery, a 5% increase in Ciniza refinery finished 
product sales volumes and a 16% increase in service station 
merchandise sales. These increases were partially offset by a 10% 
decrease in Ciniza refinery average margins and a decrease in third 
party sales volumes from the ethanol plant.   

REVENUES
--------
     Revenues for the year ended December 31, 1995, increased $41.3
million or 14% to $332.9 million from $291.6 million in the
comparable 1994 period. Finished product sales of $29.5 million from
the Bloomfield refinery accounts for approximately 71% of the
increase. In addition, a 5% increase in Ciniza refinery finished
product sales volumes, a 4% increase in Ciniza refinery weighted
average selling prices and a 16% increase in service station
merchandise sales contributed to increased revenues. Offsetting these
increases were a decline in third party sales from the ethanol plant
and an overall decline in other revenues from retail operations. 

     The increase in Ciniza refinery finished product sales volumes 
in 1995 was partially the result of a scheduled major maintenance 
turnaround started in March and completed in April 1994 and an 
accident at the refinery in July 1994 which reduced production for a 
period of approximately sixty days. The increase in service station 
merchandise sales is the result of increased same store sales and the 
addition of six units. The overall decline in other revenues from 
retail operations is primarily related to the sale of the Giant 
Express travel center in November 1994.

     The volumes of refined products sold through retail outlets
decreased approximately 7% from 1994 levels due to a 29% decrease in
volumes sold from the travel centers, primarily related to the sale
of the Giant Express, and a slight decrease in service station
volumes resulting from increased competition and the sale or
remodeling of several units, offset in part by the addition of six
new units.  

COST OF PRODUCTS SOLD
---------------------
     For the year ended December 31, 1995, cost of products sold
increased $38.8 million or 20% to $234.3 million from $195.5 million
for the corresponding 1994 period. Cost of products sold of $22.4
million relating to the Bloomfield refinery accounts for
approximately 58% of the increase. Also contributing to increased
costs was an 8% increase in average crude oil costs and a 5% increase
in the volume of finished products sold from the Ciniza refinery,
along with a 15% increase in the cost of merchandise sales from the 
service stations.  The increase is partially offset by a decrease in 
costs relating to the temporary suspension of operations at the 
ethanol plant, a decrease in merchandise sales from the travel 
centers and $1.4 million of estimated insurance reimbursements 
included in 1994 cost of products sold.  

OPERATING EXPENSES
------------------
     For the year ended December 31, 1995, operating expenses
increased approximately $33,000 to $51.9 million from  $51.8 million
in the corresponding 1994 period. 

     Operating expenses increased approximately 5% due to the
acquisition of the Bloomfield refinery and 5% due to payroll and
related costs for other continuing operations.  Partially offsetting
these increases were declines of approximately 4% due to the sale of
the Giant Express, 3% due to declines in incurred self insurance
costs and adjustments to various self insurance accruals, 2% due to
the temporary suspension of operations at the ethanol plant and 1%
due to lower purchased fuel costs for the Ciniza refinery.

DEPRECIATION AND AMORTIZATION
-----------------------------
     For the year ended December 31, 1995, depreciation and
amortization increased $1.1 million to $13.3 million from $12.2
million in the corresponding 1994 period.  The increase is primarily
related to the acquisition of the Bloomfield refinery and the
separate purchase of crude oil gathering operations in September
1995.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
--------------------------------------------
     For the year ended December 31, 1995, selling, general and
administrative expenses increased approximately $848,000 or 7% to
$12.8 million from $11.9 million in the corresponding 1994 period.
The increase is primarily the result of a reduction in 1994 first
quarter expenses from the recording of a $1.0 million insurance
settlement relating to environmental costs incurred in prior years
and higher payroll costs in the 1995 period. Offsetting these items
was a reduction in expenses from no management incentive bonus in the
1995 period and reductions in 1995 expenses for a decrease in the
estimated liability for self insured workmen's compensation claims
and an adjustment in the estimated allowance for doubtful accounts. 

INTEREST EXPENSE (INCOME)
-------------------------
     For the year ended December 31, 1995,  interest expense
decreased approximately $299,000 or 3% to $11.5 million from $11.8
million in the same 1994 period. The decrease is primarily related to
the reduction of certain fixed rate long-term debt and the
capitalization of interest in the 1995 period, offset in part by the
addition of certain variable rate long-term debt incurred in part to
finance the acquisition of the Bloomfield refinery and for working
capital purposes. 

     For the year ended December 31, 1995, interest and investment
income increased approximately $506,000 or 29% to $2.2 million from
$1.7 million. The increase is primarily due to interest received on
the refund of income taxes paid in prior periods and higher interest
rates. These increases were partially offset by a decrease due to a
decline in the amount of excess funds available for investment.

INCOME TAXES
------------
     Income taxes for the years ended December 31, 1995 and 1994 were
computed in accordance with Statement of Financial Accounting
Standards ("SFAS") No. 109, resulting in effective  tax  rates of
approximately 32% and 26%, respectively. The difference in rates is
due in part to the amounts of alcohol fuel tax credits generated
in 1994 compared to 1995, relating to the temporary suspension of
operations at the Company's ethanol plant, as well as coal seam
gas tax credits generated in each year, as they relate to varying
amounts of annual income.

DISCONTINUED OPERATIONS
-----------------------
     For the years ended December 31, 1995 and 1994, the Company's
exploration and production operations ("Giant E&P") recorded net
earnings of $143,000 and a net loss of $2.9 million, respectively.
The improvement is primarily due to a writedown in the carrying value
of crude oil and natural gas properties in the third quarter of 1994,
and in 1995, to increases in crude oil and natural gas production,
along with an increase in crude oil selling prices, offset in part by
a decline in natural gas selling prices in 1995.

     Revenues, including intercompany revenues of $5.3 million in
1995 and $4.1 million in 1994, totaled $8.4 million for the year
ended December 31, 1995, an increase of $2.4 million or 40% from the
$6.0 million reported for the comparable 1994 period. This increase
is due to a 51% increase in crude oil production, an 8% increase in
average crude oil selling prices and a 15% increase in natural gas
production. These increases were offset in part by a 24% decline in
average natural gas selling prices.

     The increase in crude oil production is primarily the result of
the acquisition of various crude oil producing reserves during 1995. 
The increase in natural gas production is due to a favorable 1994 year 
end adjustment of coal seam gas reserves sold in 1992, determined 
pursuant to an annual redetermination clause contained in the 1992 
purchase and sale agreement, which resulted in the addition of 
approximately 1,018 million cubic feet of natural gas reserves.

     For the year ended December 31, 1995, operating costs and
expenses increased $1.2 million or 18% to $8.1 million from $6.9
million in the comparable 1994 period primarily due to increases in
production.

OUTLOOK
-------
     With the acquisition of the Bloomfield refinery and additional
crude oil gathering operations, along with the anticipated
disposition of the Company's exploration and production operations,
the Company will focus its efforts on its primary business of
refining and marketing of petroleum products.  The Company's future
results of operations are primarily dependent on producing and
selling sufficient quantities of refined products at margins
sufficient to cover fixed and variable expenses.

COMPARISON OF THE YEARS ENDED DECEMBER 31, 1994 AND DECEMBER 31, 1993
---------------------------------------------------------------------
     The primary factors affecting the results of the Company's 1994
continuing operations as compared to its 1993 continuing operations
are a decline in refining margins, the acquisition of nine retail
units, an increase in interest costs, a decline in refinery sourced
sales volumes and higher operating expenses and grain costs.

EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
-----------------------------------------------------------
     Earnings from continuing operations before income taxes were 
$10.1 million for the year ended December 31, 1994, a decrease of 
$17.0 million or 63% from $27.1 million for the year ended December 
31, 1993. The decrease is primarily the result of a 16% decline in 
average refinery margins, a 6% decrease in refinery sourced finished 
product sales volumes, higher ethanol plant grain costs and higher 
interest and operating expenses. These factors were partially offset 
by a 19% increase in finished product sales volumes and a 31% 
increase in merchandise sales from the Company's retail units.

REVENUES
--------
     Revenues for the year ended December 31, 1994, decreased $21.6
million or 7% to $291.6 million from $313.2 million in the comparable
1993 period. The decrease is primarily due to an 11% decline in
refinery weighted average selling prices, a 6% decrease in refinery
sourced finished product sales volumes and a 1% decline in retail
selling prices. Offsetting these decreases was a 19% increase in the
volume of finished products sold from the retail units along with a
31% increase in merchandise sales. Also included in 1994 revenues is a
$0.5 million gain resulting from the settlement of property damage
claims relating to an accident at the refinery in July 1994.

     The decline in refinery sourced finished product sales volumes
was primarily due to a scheduled major maintenance turnaround started
in March and completed in April and an accident at the refinery in
mid-July which damaged the alkylation unit and curtailed production
for a period of approximately sixty days. The increase in retail
finished product and merchandise sales is the result of increased same
store sales and volumes and the acquisition of nine units in the 
Company's primary market area.

     Volumes of refined products sold through retail outlets increased
approximately 19% from 1993 levels primarily due to a 30% increase in
volumes sold from the service stations offset in part by a 6% decrease
in travel center volumes, 5% at the Giant Travel Center and 11% at the
Giant Express which was sold on November 2, 1994. 

COST OF PRODUCTS SOLD
---------------------
     For the year ended December 31, 1994, cost of products sold
decreased $14.3 million or 7% to $195.5 million from $209.8 million
for the corresponding 1993 period. A 6% decline in average crude oil
costs and a 6% decline in the volume of finished products sold from
the refinery accounts for most of the decrease. These decreases were
partially offset by an increase in costs relating to increased
merchandise sales from the retail units and a $1.8 million increase in
average grain costs due to forward grain purchase contracts and higher
costs resulting from the effects of the poor grain harvest of 1993.
Also included in 1994 cost of products sold is $1.4 million of
preliminary estimates of reimbursements for losses under the Company's
business interruption insurance policies relating to the refinery
accident in July.

OPERATING EXPENSES
------------------
     For the year ended December 31, 1994, operating expenses
increased $4.9 million or 10% to $51.8 million from $46.9 million in
the corresponding 1993 period. The increase is primarily due to
operating expenses of nine retail units acquired, an increase in
payroll and related costs for other operations and increases in repairs 
and maintenance and utility costs at the refinery. Partially offsetting 
these increases was a decrease in refinery purchased fuel costs.

DEPRECIATION AND AMORTIZATION
-----------------------------
     For the year ended December 31, 1994, depreciation and
amortization increased approximately $831,000 to $12.2 million from
$11.4 million in the corresponding 1993 period.  The increase is
primarily related to nine retail units acquired, the completion and
start up of a diesel desulfurization unit at the refinery in
September 1993 and amortization of costs relating to the major
maintenance turnaround completed at the refinery in April 1994.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
--------------------------------------------
     For the year ended December 31, 1994, selling, general and
administrative expenses decreased $1.7 million or 13% to $11.9 million
from $13.6 million for the year ended December 31, 1993.  The decline
is primarily due to a decrease in the management incentive bonus
accrual and the recording of a $1.0 million insurance settlement in
the first quarter of 1994 relating to environmental costs incurred in
prior years.  Partially offsetting these decreases were increases in
payroll and related costs and a reduction in 1993 third quarter
expenses by $0.9 million for a decrease in the estimated liability for
self insured workmen's compensation claims.

INTEREST EXPENSE (INCOME)
-------------------------
     For the year ended December 31, 1994, interest expense increased
$6.0 million or 105% to $11.8 million from $5.8 million in the same
1993 period. The increase is primarily due to the issuance of $100
million of 9 3/4% senior subordinated notes in November 1993, the
proceeds of which were partially used to retire existing debt with
lower effective interest rates, but with significantly shorter
maturities. In addition, the amortization of proceeds from a
terminated interest rate swap were lower in the 1994 period. 
  
     For the year ended December 31, 1994, interest and investment
income increased approximately $247,000 or 17% to $1.7 million from
$1.5 million in the comparable 1993 period primarily due to the
investment of larger amounts of excess cash, in part from the
issuance of the senior subordinated notes, at slightly higher
interest rates.

INCOME TAXES
------------
     Income taxes for the years ended December 31, 1994 and 1993 were
computed in accordance with SFAS No. 109, resulting in effective tax 
rates of approximately 26% and 35%, respectively. The difference in the 
two rates is primarily due to the relationship of relatively consistent
amounts of alcohol fuel and coal seam gas tax credits in each year to
varying amounts of annual income and the effect of the statutory rate
increase in 1993 on deferred income taxes resulting from the enactment
of the Revenue Reconciliation Act of 1993 which increased the
statutory U.S. federal income tax rate to 35% from 34%.

DISCONTINUED OPERATIONS
-----------------------
     For the years ended December 31, 1994 and 1993, Giant E&P
recorded net losses of $2.9 million and $11.3 million, respectively,
including the effects of "ceiling test" writedowns. The 1994 net
writedown of $2.2 million was primarily due to low crude oil and
natural gas prices at September 30, 1994, impairment of certain
unproved properties and downward revisions of certain reserves. The
1993 net writedown of $9.9 million was primarily due to downward
revisions of oil and gas reserves and low crude oil prices at
December 31, 1993. Exclusive of the "ceiling test" writedowns, the
1994 period reflected a smaller loss compared to the same 1993 period
primarily due to lower production costs relative to declines in crude
oil and natural gas production and selling prices.

     Revenues from Giant E&P, including intercompany revenues of $4.1
million in 1994 and $4.8 million in 1993, totaled $6.0 million for
the year ended December 31, 1994, a decrease of $1.4 million or 20%
from the $7.4 million reported for the comparable 1993 period. This
decrease is due to an 8% decline in crude oil production, a 7%
decline in average crude oil selling prices, a 16% decline in natural
gas production and a 15% decline in natural gas selling prices. The
decline in natural gas production is due to an unfavorable 1993 year
end adjustment of coal seam gas reserves sold in 1992, determined
pursuant to an annual redetermination clause contained in the 1992
purchase and sale agreement, which resulted in a decrease of
approximately 1,159 million cubic feet in natural gas reserves.

     Operating costs and expenses of Giant E&P decreased approximately
24% for the year ended December 31, 1994, compared to the same 1993
period.  The decline is primarily related to a decrease in production.


<PAGE>
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

CASH FLOW FROM OPERATIONS
-------------------------
     Net cash provided by operating activities from continuing
operations totaled $24.5 million for the year ended December 31,
1995, compared to $7.8 million for the comparable 1994 period.
Operating cash flows increased primarily as a result of differences 
in the net changes in working capital items.

WORKING CAPITAL
---------------
     Working capital at December 31,1995 consisted of current assets
of $108.9 million and current liabilities of $58.5 million, or a
current ratio of 1.86:1. At December 31, 1994, the current ratio was
3.12:1 with current assets of $127.2 million and current liabilities
of $40.8 million. Current assets include the net assets of the
discontinued operations because the Company anticipates selling this
business during 1996.

     Current assets have decreased since December 31, 1994, primarily
due to a decrease in cash and cash equivalents, marketable securities
and  income tax refunds and other receivables. Marketable securities
have declined due to the liquidation of the Company's portfolio
through sales and maturities. Other receivables have decreased as a
result of insurance reimbursements received and a decline in the
amount of investment income receivable. Trade receivables and
inventories have increased primarily as the result  of the
acquisition of the Bloomfield refinery, along with increases in
prices. Net assets of  discontinued operations  have increased as the
result of reserve acquisitions. Current liabilities have increased
due to an increase in accounts payable and accrued expenses. Accounts
payable have increased primarily due to an increase in raw material
purchases due to the acquisition of the Bloomfield refinery and crude
gathering operations. In addition, 1995 year end crude prices were
approximately 10% higher than in 1994. Accrued expenses have
increased due to higher excise taxes payable as a result of 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
$78.0 million for the year 1995.  This amount includes the acquisition 
of the Bloomfield refinery; the acquisition, construction, rebuilding 
or substantial remodeling of twelve retail units; the acquisition of a
crude oil gathering operation, including long-term supply contracts;
upgrades to improve operations and efficiencies at the Ciniza
refinery and in transportation operations; along with information
system enhancements. 

     On October 4, 1995, the Company through a wholly-owned
subsidiary, completed the purchase of the 18,000 barrel per day
("bpd") Bloomfield refinery ("Bloomfield") located in Bloomfield, New
Mexico, along with related pipeline and transportation assets. 
Bloomfield and the related assets were purchased for $55 million,
plus approximately $7.5 million for crude oil and refined product
inventories associated with the refinery operations. The purchase was
funded with $32.5 million of cash on hand and $30.0 million provided
under a Credit Agreement.  The purchase agreement also provides for
potential contingent payments to be made to the seller over
approximately the next six years, not to exceed a present value of
$25.0 million, should certain criteria be met.  At December 31, 1995,
the Company had accrued approximately $1.2 million under this
arrangement relating to 1995 operations and adjusted the purchase
price accordingly.  In addition, the Company assumed certain
environmental obligations and is in the process of gathering and
analyzing information in order to establish an environmental reserve.
Such reserve, which the Company does not believe will be material,
will be recorded as additional purchase price and allocated to the
assets acquired.  Included in the purchase was the seller's interest
in approximately 25 miles of pipeline connecting the Bloomfield
refinery to the Texas-New Mexico and Four Corners common carrier
pipeline systems and various automobiles and small trucks.

     On a pro forma basis, assuming the purchase took place on
January 1, 1994, the Company's net revenues would have been $439.7
million and $432.1 million, net earnings from continuing operations
would have been $14.8 million and $18.9 million and earnings from
continuing operations per common share would have been $1.29 and
$1.56 for the years ended December 31, 1995 and 1994, respectively.
This unaudited pro forma financial information does not purport to
represent the results of operations that actually would have
resulted had the purchase occurred on the dates specified, nor
should it be taken as indicative of the future results of operations.

     In the third quarter of 1995, the Company, through a
wholly-owned subsidiary, completed the acquisition of a crude oil
gathering operation.  The assets acquired include land, buildings,
equipment and long-term crude oil supply contracts.  The amounts
allocated to the long-term supply contracts will be amortized to cost
of products sold over the life of the contracts which have a duration
of three to twelve years.  The acquisition should lower raw material
and transportation costs by providing long-term crude oil purchase
agreements and through consolidation of the crude oil trucking
operations with the Company's current operations and those acquired
with the Bloomfield refinery.

     On July 25, 1995, the Company completed the exchange of two of
its retail service stations  located in Tucson, Arizona  for a
finished products terminal in Albuquerque, New Mexico previously
owned by a major oil Company. The effect of the exchange is to
replace two service stations not considered to be strategic to the
Company's overall marketing strategies with a finished products
terminal which is a part of the Company's strategy to maximize both
product volumes and netbacks to the Ciniza and Bloomfield refineries, 
maximize the Company's customer base and improve access to product 
pipelines in Albuquerque.

     In 1995, the Company purchased two retail units, constructed and
opened four others and substantially remodeled six more.  In
addition, the Company received proceeds of approximately $2.6 million
from the sale of three operating  service stations, certain
non-strategic real estate and other assets. A gain of approximately
$237,000 resulted from these sales. 

     On October 2, 1995, the Company announced the temporary
suspension of operations at its ethanol processing plant due to high
grain costs.  The plant is expected to be closed until grain prices
return to more favorable levels. The Company does not anticipate any
problems in acquiring oxygenates while the plant operations are
suspended.  Included in the Company's financial results are ethanol
plant third party revenues of $7.0 million and operating losses of
$782,000 for the year ended December 31, 1995, and third party
revenues of $12.7 million and operating losses of $1.4 million for
the year ended December 31, 1994.

     The Company has budgeted approximately $48.2 million for capital
expenditures in 1996.  Approximately $7.8 million is budgeted for
non-discretionary projects that are required by law or regulation or
to maintain the physical integrity of existing assets in 1996.  These
projects include, among others, operational and environmental
projects at the refineries, retail operations and crude gathering
operations, along with a contingency payment to the seller of the
Bloomfield refinery under the Bloomfield refinery acquisition agreement.  
The remaining budget of $40.4 million is for discretionary projects to 
sustain or enhance the current level of operations, increase earnings 
on existing or new business and to expand operations.  The primary 
projects in this category include the acquisition, construction, 
rebuilding and remodeling of retail units, multiple pump dispensers 
and card readers for retail operations, upgrades to the refineries and 
information system enhancements.

     The amount of these budgeted discretionary projects that are
actually undertaken in 1996 will depend on, among other things,
identifying acceptable acquisitions, general business conditions and
results of operations. All of the budgeted capital projects
undertaken are expected to be funded from working capital.  Working
capital, including that necessary for capital expenditures and debt
service, will be funded through cash generated from operating
activities, the sale of the exploration and production assets,
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. 

     Although the Company is not currently aware of any pending
circumstances which would change these capital budget expectations,
changes in the tax laws, the imposition of any changes in federal and
state clean air and clean fuel requirements and other changes in
environmental laws and regulations may also increase future capital
expenditure levels. Future capital expenditures are also subject to
business conditions affecting the industry. In addition, 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.

     Much of the capital currently planned to be spent by the Company
for environmental compliance is integrally related to operations or
to operationally required projects. The Company does not specifically
identify capital expenditures related to such projects on the basis
of whether they are for environmental as opposed to economic
purposes. However, with respect to capital expenditures budgeted
primarily to satisfy environmental regulations, it is estimated that
approximately $0.5 million, $0.6 million and $5.0 million was spent
in 1995, 1994 and 1993, respectively, and $1.3 million is expected to
be spent in 1996. With respect to the Company's operating expenses
for environmental compliance, while records are not kept specifically
identifying or allocating such expenditures, management believes that
the Company incurs significant operating expense for such purposes.

DISCONTINUED OPERATIONS
-----------------------
     In early 1996, the Company approved a plan of disposition of the
exploration and production segment.  The decision was based upon
management's review of the prospects for this operation, which
indicated that substantial new capital would be necessary to further
develop this business and reach an acceptable level of profitability
and integration.  With the acquisition of the Bloomfield refinery and
crude oil gathering operations, the Company will focus its efforts on
its core business of refining and marketing. The Company is in the
process of searching for a buyer for the assets or the business and
expects to complete a sale in 1996. Based on current information, the
Company does not expect to incur a loss on the disposal of the
segment.

     Net assets, including deferred tax liabilities of $4.2 million
in 1995 and $2.4 million in 1994, of this operation were $26.7
million and $20.4 million at December 31, 1995 and 1994,
respectively.  Net earnings (loss) and net earnings (loss) per share
were $143,000 and $0.01, $(2.9) million and $(0.24), and $(11.3)
million and $(0.92) for the years ended December 31, 1995, 1994 and
1993, respectively.

CAPITAL STRUCTURE
-----------------
     At December 31, 1995 and 1994, the Company's long-term debt was
56.5% and 51.4% of total capital, respectively. The increase is
primarily due to an increase in long-term debt associated with the
Bloomfield acquisition.

     The Company's capital structure includes $100 million of 10 year
9 3/4% senior subordinated notes ("Notes").  Repayment of the Notes
is jointly and severally guaranteed on an unconditional basis by the
Company's direct and indirect wholly-owned subsidiaries, subject to a
limitation designed to ensure that such guarantees do not constitute
a fraudulent conveyance.  Except as otherwise allowed in the
Indenture pursuant to which the Notes were issued, there are no
restrictions on the ability of such subsidiaries to transfer funds to
the Company in the form of cash dividends, loans or advances. 
General provisions of applicable state law, however, may limit the
ability of any subsidiary to pay dividends or make distributions to
the Company in certain circumstances.

     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. The principal balance is due 
in October 1998 and has a floating interest rate that is tied to various 
short-term indices. At December 31, 1995, this rate was approximately 
7%. On November 6, 1995, $10.0 million of this revolving term facility 
was prepaid from cash on hand. 

     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.  This facility has a floating
interest rate that is tied to various short-term indices.  At
December 31, 1995, this rate was approximately 8 1/2%.  As of
December 31, 1995, direct borrowings under this arrangement were
$11.0 million and there were $16.9 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 Company is required to pay a quarterly commitment fee based
on the unused amount of each facility.

     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
wholly-owned subsidiaries. 

     The Company's Board of Directors has authorized the repurchase
of a total of 1.5 million shares of the Company's common stock or
approximately 12% of all shares issued as of the inception of the
repurchase program. These purchases may be made from time to time as
conditions permit. Shares may be repurchased through
privately-negotiated transactions, block share purchases and open
market transactions. In 1995, the Company repurchased 737,200 shares
of its common stock for approximately $6.3 million. From the
inception of the repurchase program, the Company has repurchased
939,500 shares at a  weighted average cost of approximately $8.52 per
share, including commissions, or approximately $8.0 million. These
shares are treated as treasury shares.

     Any repurchased shares are available for a variety of corporate
purposes.  The number of shares actually repurchased will be
dependent upon market conditions and there is no guarantee as to the
exact number of shares to be repurchased by the Company.  The Company
may suspend or discontinue the program at any time without notice.

     On December 14, 1995, the Company's Board of Directors declared
a common stock dividend of $0.05 per share payable to stockholders of
record on January 24, 1996. This dividend was paid on February 6,
1996. For the year 1995, the Board of Directors declared common stock
dividends of $0.20 per share. 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 due to 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.

     It is expected that 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 pollution
control systems and equipment not currently possessed by the Company.

     In May 1991, the EPA notified the Company 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, which is adjacent to the Company's Farmington refinery
which was operated until 1982.  At the present time, the Company is
unable to determine the extent of its potential liability, if any, in
the matter. In 1989, a consultant to the Company estimated, based on
various assumptions, that the Company's share of potential liability
could be approximately $1.2 million.  This figure was based upon the
consultant's evaluation of such factors as available clean-up
technology, BLM's involvement at the site and the number of other
entities that may have had involvement at the site.  The consultant,
however, did not conduct an analysis of the Company's potential legal
defenses and arguments including possible setoff rights. 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 the party was responsible for only a small part of
such costs.  Actual liability, if any, may differ significantly from
the consultant's estimate.  In addition, the Company is remediating a
hydrocarbon plume that appears to extend no more than 1,800 feet south
of its inactive Farmington refinery.

     The Company has an environmental liability accrual of
approximately $1.1 million relating to ongoing environmental
projects, including the remediation of the hydrocarbon plume
described above and hydrocarbon contamination on and adjacent to 5.5
acres the Company owns in Bloomfield, New Mexico. The accrual is
recorded in the current and long-term sections of the Company's
consolidated balance sheet.  In addition, the Company assumed certain
environmental obligations related to the acquisition of the
Bloomfield refinery and is in the process of gathering and analyzing
information in order to establish an environmental reserve. Such
reserve, which the Company does not believe will be material, will be
recorded as additional purchase price and allocated to the assets
acquired.

     The Company is subject to audit on an ongoing basis of the
various taxes that it pays to federal, state, local and tribal
agencies.  These audits may result in additional assessments or
refunds along with interest and penalties. In some cases the
jurisdictional basis of the taxing authority is in dispute and is the
subject of litigation or administrative appeals. In one such case,
the Company has received several tax assessments from the Navajo
Nation, including a $1.8 million severance tax assessment issued to
Giant Industries Arizona, Inc., a wholly-owned subsidiary of the
Company, in November 1991 relating to crude oil removed from
properties located outside the boundaries of the Navajo Indian
Reservation in an area of disputed jurisdiction.  It is the Company's
position that it is in substantial compliance with laws applicable to
the disputed area, and such assessments are or will be the subject of
litigation or administrative appeals.

     In March 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 121 
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived 
Assets to be Disposed Of."  The Company has not completed the process 
of evaluating the impact that will result from adopting this Statement.  
However, management does not believe the adoption will have a 
significant impact on the Company's financial position or results 
of operations.  SFAS No. 121 is required to be adopted in the first 
quarter of 1996.  

     With the acquisition of the Bloomfield refinery and based on
projections of local crude oil availability from the field, current
levels of usage of Alaska North Slope crude oil ("ANS") and the
Company's inventory levels, the Company believes an adequate crude
oil supply will be available, without the use of additional
supplemental supply alternatives, to sustain both refineries'
operations at planned levels, at least through 1996.

     The Company believes that local crude oil production currently
approximates 95% of aggregate local crude oil demand. The Company 
is currently able to supplement local crude oil supplies with ANS 
and other alternate grades of crude oil through its gathering 
systems' interconnection with the Four Corners and Texas-New Mexico 
common carrier pipeline systems and by truck or rail. Generally, 
such crude oil is of lesser quality than locally available crude 
oils, and, with the exception of ANS, the Company believes such 
crude oil generally has a delivered cost greater than that of 
locally available crude oil.

     The Company continues to evaluate supplemental crude oil supply
alternatives for both of its refineries on both a short-term and
long-term basis.  Among other alternatives, the Company has
considered making equipment modifications to increase its ability to
use alternative crude oils and may 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.

     As additional supplemental crude oil becomes necessary, the
Company intends to implement one or more of these available
alternatives as necessary and as is most advantageous under the then
prevailing conditions. The Company currently believes that the most
desirable strategy to supplement local crude oil supplies, on a
long-term basis, is the delivery of supplemental crude oil from
outside of the Four Corners area by pipeline. Implementation of
supplemental supply alternatives will 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 crude oil
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.

     "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
ability of the Company to sustain and leverage the competitive
advantages generated by the acquisition of the Bloomfield refinery;
the results of the disposal of the Company's exploration and
production operations; the ability of the Company to successfully
abate various tax assessments and other risks detailed from time to
time in the Company's filings with the Securities and Exchange
Commission.




<PAGE>
<PAGE>
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                    INDEPENDENT AUDITORS' REPORT


Board of Directors and Stockholders
Giant Industries, Inc.
Scottsdale, Arizona

     We have audited the accompanying consolidated balance sheets of
Giant Industries, Inc. and subsidiaries as of December 31, 1995 and
1994, and the related consolidated statements of earnings, stockholders' 
equity and cash flows for each of the three years in the period ended 
December 31, 1995.  These financial statements are the responsibility 
of the Company'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, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position
of Giant Industries, Inc. and subsidiaries as of December 31, 1995 and
1994, and the results of their operations and their cash flows for
each of the three years in the period ended December 31, 1995 in
conformity with generally accepted accounting principles.






DELOITTE & TOUCHE LLP

    Phoenix, Arizona
    March 4, 1996<PAGE>
<PAGE>
<TABLE>
<CAPTION>
               GIANT INDUSTRIES, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS

                                                  December 31,  
                                             ---------------------
                                                1995        1994
                                             ---------   ---------
                                                (In thousands)
<S>                                          <C>         <C>
ASSETS

Current assets:
  Cash and cash equivalents                  $   9,549   $  12,860
  Marketable securities                                     35,631
  Receivables:
     Trade, less allowance for doubtful 
        accounts of $424,000 and $546,000       22,264      14,818
     Income tax refunds                            380       2,144
     Other                                       1,381       4,303
                                             ---------   ---------
                                                24,025      21,265
                                             ---------   ---------
  Inventories                                   42,581      32,270
  Prepaid expenses and other                     3,880       2,317
  Net assets of discontinued operations         26,689      20,396
  Deferred income taxes                          2,145       2,490
                                             ---------   ---------
     Total current assets                      108,869     127,229
                                             ---------   ---------
Property, plant and equipment                  292,919     223,821
  Less accumulated depreciation 
    and amortization                           (94,357)    (85,863)
                                             ---------   ---------
                                               198,562     137,958
                                             ---------   ---------
Other assets                                    17,431      14,258
                                             ---------   ---------
                                             $ 324,862   $ 279,445
                                             =========   =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current portion of long-term debt          $   4,063   $   4,107
  Accounts payable                              34,162      19,066
  Accrued expenses                              20,316      17,640
                                             ---------   ---------
     Total current liabilities                  58,541      40,813
                                             ---------   ---------
Long-term debt, net of current portion         142,676     116,090
Deferred income taxes                           12,864      11,322
Other liabilities                                1,049       1,530
Stockholders' equity:
  Preferred stock, par value, 
     $.01 per share, 10,000,000 shares
     authorized, none issued
  Common stock, par value $.01 per share, 
     50,000,000 shares authorized, 
     12,188,629 and 12,187,629 
     shares issued                                 122         122
  Additional paid-in capital                    72,389      72,373
  Retained earnings                             45,373      40,373
  Unearned employee benefits 
     related to ESOP                                          (514)
  Unearned compensation related to   
     restricted stock                             (151)       (614)
  Unrealized loss on securities 
     available-for-sale, net                                  (398)              
                                             ---------   ---------
                                               117,733     111,342
  Less common stock in treasury-at 
     cost, 939,500 and 202,300 shares           (8,001)     (1,652)
                                             ---------   ---------
                                               109,732     109,690
                                             ---------   ---------
                                             $ 324,862   $ 279,445
                                             =========   =========
</TABLE>

The accompanying notes are an integral part of these consolidated 
financial statements.<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                           GIANT INDUSTRIES, INC. AND SUBSIDIARIES
                             CONSOLIDATED STATEMENTS OF EARNINGS

                                                              Year Ended December 31,   
                                                 -----------------------------------------------
                                                    1995              1994              1993 
                                                 -----------       -----------       -----------
                                                 (In thousands except shares and per share data)
<S>                                              <C>               <C>               <C>
Net revenues                                     $   332,888       $   291,623       $   313,187
Cost of products sold                                234,271           195,489           209,769
                                                 -----------       -----------       -----------
Gross margin                                          98,617            96,134           103,418

Operating expenses                                    51,856            51,823            46,945
Depreciation and amortization                         13,345            12,246            11,415
Selling, general and administrative expenses          12,778            11,930            13,642
                                                 -----------       -----------       -----------
Operating income                                      20,638            20,135            31,416

Interest expense                                     (11,506)          (11,805)           (5,765)
Interest and investment income                         2,239             1,733             1,486
                                                 -----------       -----------       -----------
Earnings from continuing operations before 
  income taxes                                        11,371            10,063            27,137

Provision for income taxes                             3,638             2,608             9,597
                                                 -----------       -----------       -----------
Earnings from continuing operations                    7,733             7,455            17,540

Discontinued operations:
  Earnings (loss) from exploration and
    production operations (net of income taxes
    (benefit) of $154 in 1995, $(1,351) in
    1994, and $(5,825) in 1993)                          143            (2,934)          (11,275)
                                                 -----------       -----------       -----------
Earnings before extraordinary item                     7,876             4,521             6,265

Extraordinary loss on early extinguishment 
  of debt, net of income tax benefit of $252                                                (384)
                                                 -----------       -----------       -----------             
Net earnings                                     $     7,876       $     4,521       $     5,881
                                                 ===========       ===========       ===========
Earnings (loss) per common share:
  Continuing operations                          $      0.68       $      0.61       $      1.43
  Discontinued operations                               0.01             (0.24)            (0.92)
                                                 -----------       -----------       -----------
  Earnings before extraordinary item                    0.69              0.37              0.51
  Extraordinary loss                                                                       (0.03)
                                                 -----------       -----------       -----------         
  Net earnings                                   $      0.69       $      0.37       $      0.48
                                                 ===========       ===========       ===========

Weighted average number of shares outstanding     11,478,779        12,127,481        12,225,177
                                                 ===========       ===========       ===========
</TABLE>

The accompanying notes are an integral part of these consolidated 
financial statements.<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                 GIANT INDUSTRIES, INC. AND SUBSIDIARIES
                             CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                                                 
                                                                                  Unearned
                                                                      Unearned    compen-    Unrealized
                              Common stock                            employee     sation     loss on                      Total
                            -----------------  Additional             benefits   related to  securities   Treasury stock   stock-
                              Shares     Par    paid-in    Retained  related to  restricted  available-  ----------------  holders'
                              issued    value   capital    earnings     ESOP        stock     for-sale   Shares    Cost    equity
                            ----------  -----  ----------  --------  ----------  ----------  ----------  -------  -------  --------
                                                          (In thousands except number of shares)
<S>                         <C>          <C>    <C>        <C>        <C>         <C>          <C>       <C>      <C>      <C>
Balances, January 1, 1993   12,223,768   $122   $72,764    $29,971    $(2,247)    $(2,008)                                 $ 98,602
Stock options exercised          3,700               37                                                                          37
Benefits allocated to
  employees by ESOP                                                       900                                                   900
Compensation related to
  restricted stock awards                                                             494                                       494
Restricted stock award
  shares forfeited             (34,698)            (384)                              384                                
Net earnings                                                 5,881                                                            5,881
                            ----------   ----   -------    -------    -------     -------      -----     -------  -------  --------
Balances, December 31, 1993 12,192,770    122    72,417     35,852     (1,347)     (1,130)                                  105,914
Purchase of treasury stock                                                                               202,300  $(1,652)   (1,652)
Stock options exercised            500                3                                                                           3
Benefits allocated to
  employees by ESOP                                                       833                                                   833
Compensation related to
  restricted stock awards                                                             469                                       469
Restricted stock award
  shares forfeited              (5,641)             (47)                               47                                
Unrealized loss on
  securities available-
  for-sale                                                                                     $(398)                          (398)
Net earnings                                                 4,521                                                            4,521
                            ----------   ----   -------    -------    -------     -------      -----     -------  -------  --------
Balances, December 31, 1994 12,187,629    122    72,373     40,373       (514)       (614)      (398)    202,300   (1,652)  109,690
Purchase of treasury stock                                                                               737,200   (6,349)   (6,349)
Stock options exercised          1,000                8                                                                           8
Benefits allocated to
  employees by ESOP                                                       514                                                   514
Compensation related to
  restricted stock awards                             8                               463                                       471
Dividends declared                                          (2,876)                                                          (2,876)
Change in unrealized loss 
  on securities available-
  for-sale                                                                                       398                            398
Net earnings                                                 7,876                                                            7,876
                            ----------   ----   -------    -------    -------     -------      -----     -------  -------  --------
Balances, December 31, 1995 12,188,629   $122   $72,389    $45,373    $           $  (151)     $         939,500  $(8,001) $109,732
                            ==========   ====   =======    =======    =======     =======      =====     =======  =======  ========
</TABLE>

The accompanying notes are an integral part of these consolidated
financial statements.

<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                              GIANT INDUSTRIES, INC. AND SUBSIDIARIES
                               CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                          Year Ended December 31,    
                                                                  ------------------------------------
                                                                     1995          1994         1993 
                                                                  ---------      --------     -------- 
                                                                             (In thousands)
<S>                                                               <C>            <C>          <C>
Cash flows from operating activities:
  Net earnings                                                    $   7,876      $  4,521     $  5,881
  Adjustments to reconcile net earnings to 
     net cash provided by continuing operating activities:
     (Earnings) loss from discontinued operations                      (143)        2,934       11,275
     Depreciation and amortization                                   13,345        12,246       11,415
     Deferred income taxes                                            1,632        (1,058)        (258)
     Restricted stock award compensation                                471           469          494 
     Extraordinary loss on extinguishment of debt                                                  384
     Gain on involuntary conversion of refinery assets                               (533)
     Proceeds from settlement of interest rate swap agreement                                    1,514
     (Decrease) increase in other liabilities                          (328)        1,019       (1,190)
     Other                                                               57           341            9 
     Changes in operating assets and liabilities: 
       Increase in receivables                                       (2,513)       (7,200)      (1,880)
       (Increase) decrease in inventories                           (10,311)       (8,929)       1,458 
       (Increase) decrease in prepaid expenses and other             (1,563)        1,120       (1,753)
       Increase (decrease) in accounts payable                       15,096         5,037       (1,965)
       Increase (decrease) in accrued expenses                          904        (2,121)       9,513
                                                                  ---------      --------     --------
Net cash provided by continuing operating activities                 24,523         7,846       34,897
                                                                  ---------      --------     --------
Cash flows from investing activities:
  Purchases of property, plant and equipment
     and other assets                                               (77,978)      (17,165)      (9,187)
  Proceeds from sale of property, plant and
     equipment and other assets                                       2,588         5,611          410
  Insurance proceeds from involuntary conversion of 
     refinery assets                                                                  438
  Purchase of ESOP loan from bank                                                               (1,347)
  Payments received on ESOP loan                                        514           833
  Purchases of marketable securities                                             (101,562)     (57,109)              
  Proceeds from sales and maturities of marketable securities        35,991       100,849       20,963
  Net change in assets of discontinued operations                    (6,150)          639         (312)
                                                                  ---------      --------     --------             
Net cash used by investing activities                               (45,035)      (10,357)     (46,582)
                                                                  ---------      --------     --------
Cash flows from financing activities:
  Proceeds of long-term debt                                         41,000                    100,000
  Payments of long-term debt                                        (14,458)       (3,025)     (73,885)
  Purchase of treasury stock                                         (6,349)       (1,652)
  Deferred financing costs                                             (698)         (100)      (2,199)
  Payment of dividends                                               (2,302)
  Proceeds from exercise of stock options                                 8             3           37     
                                                                  ---------      --------     --------    
Net cash provided (used) by financing activities                     17,201        (4,774)      23,953
                                                                  ---------      --------     --------
Net (decrease) increase in cash and cash equivalents                 (3,311)       (7,285)      12,268
Cash and cash equivalents:  
  Beginning of year                                                  12,860        20,145        7,877
                                                                  ---------      --------     --------
  End of year                                                     $   9,549      $ 12,860     $ 20,145
                                                                  =========      ========     ========
</TABLE>

Noncash Investing and Financing Activities. For the year ended
December 31, 1995, two retail units with a net book value of
$1,613,000 were exchanged for a finished products terminal
and $1,198,000 was incurred as a contingent payment related
to the acquisition of the Bloomfield refinery.  For the year 
ended December 31, 1994, a portion of the acquisition price of 
nine retail units was seller financed for $2,917,000. 

The accompanying notes are an integral part of these consolidated 
financial statements.
<PAGE>
<PAGE>
                  GIANT INDUSTRIES, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1--DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION

     Giant Industries, Inc. ("Giant" or the "Company") was organized
to combine the refining and marketing business of Giant Industries
Arizona, Inc. ("Giant Arizona") with the exploration and production
business of Hixon Development Company ("Hixon") through a merger in
December 1989 in which Giant Arizona and Hixon became wholly-owned
subsidiaries of the Company.  In conjunction with the merger, the
Company completed its initial public offering.  In 1990, Hixon was
renamed Giant Exploration & Production Company ("Giant E&P").

     In early 1996, the Company approved a plan of disposition of the
exploration and production business, Giant E&P.  As a result, the
Company's financial statements have been retroactively restated to
present the exploration and production business as a discontinued
operation.  (See Note 3 for further discussion.)

DESCRIPTION OF BUSINESS

     The Company operates primarily as an independent refiner and
marketer of petroleum products.  The Company has two operating
refineries in New Mexico.  The Ciniza refinery, with a crude oil
throughput capacity of 20,800 barrels per day ("bpd") and a total 
capacity including natural gas liquids of 26,000 bpd, is located near 
Gallup, New Mexico.  In October 1995, the Company acquired the
Bloomfield refinery, with a crude oil  throughput capacity of 18,000
bpd and a total capacity including  natural gas liquids of 18,600 bpd,
located in Bloomfield, New Mexico. (See Note 2 for further discussion.)

     The Company's principal business is the refining of crude oil
into petroleum products which are sold through branded retail outlets
as well as through distributors, industrial/commercial accounts and
major oil companies.  The Company is the largest refiner and one of
the largest marketers of petroleum products in the Four Corners area
of the southwestern United States where New Mexico, Arizona, Colorado
and Utah adjoin.  The Company also owns an ethanol production plant
which supplies ethanol for blending by the Company as well as for
sale to third party customers. Due to high grain costs, this facility
has temporarily suspended operations and will be reopened when grain
prices become more favorable. As an adjunct to its retail outlets,
the Company sells merchandise through stores.

     The Company is in the process of selling its exploration and
production business which engages in the exploration for and the
acquisition, development and production of crude oil, condensate and
natural gas primarily in New Mexico, Kansas, Oklahoma and South Texas.

PRINCIPLES OF CONSOLIDATION

     The consolidated financial statements include the accounts of
Giant and all its subsidiaries.  All significant intercompany
accounts and transactions have been eliminated.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

     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 revenues and expenses during 
the reporting period.  Actual results could differ from these 
estimates.

NET REVENUES

     Revenues are recognized from sales when product ownership is
transferred to the customer.  Excise and other similar taxes are
excluded from net revenues.

STATEMENTS OF CASH FLOWS

   All highly liquid instruments with an original maturity of three
months or less are considered to be cash equivalents.

FUTURES CONTRACTS

   The Company periodically enters into futures contracts to hedge
its exposure to price fluctuations on crude oil and refined products. 
Gains and losses on hedge contracts are deferred and reported as a
component of the related transaction.  For the purposes of the
Statement of Cash Flows, hedging transactions are considered to be
operating activities.

INTEREST RATE SWAPS

   In the past, interest rate management techniques such as swaps 
and caps were entered into in order to effectively manage and reduce 
net interest expense.  Net settlements on swap transactions are 
reported as an adjustment to net interest expense.

MARKETABLE SECURITIES

   All marketable securities were sold or matured in 1995.  In 1994,
all marketable securities were classified as available-for-sale and
consisted of taxable corporate bonds, non-taxable municipal bonds
and variable rate preferred stocks and were stated at fair value.
Fair value was estimated based on quoted market prices.  Marketable
securities were managed as part of the Company's short-term cash 
management program.

CONCENTRATION OF CREDIT RISK

   Credit risk with respect to customer receivables is concentrated
in a small geographic area in which the Company operates and relates
to customers in the oil and gas industry.  To minimize this risk, the
Company performs ongoing credit evaluations of its customers'
financial position and requires collateral, such as letters of credit,
in certain circumstances.

INVENTORIES

   Inventories are stated at the lower of cost or market.  Costs for
crude oil and refined products produced by the refineries are 
determined by the last-in, first-out ("LIFO") method.  Costs for 
exchange and terminal refined products and shop supplies are 
determined by the first-in, first-out ("FIFO") method.  Costs for 
merchandise inventories are determined by the retail inventory method.

PROPERTY, PLANT AND EQUIPMENT

   Property, plant and equipment are stated at cost and, except for
oil and gas properties, are depreciated on the straight-line method
over their respective estimated useful lives.  The estimated useful
lives for the various categories of property, plant and equipment are:

     Oil and gas properties      Units of production
     Buildings and improvements           7-30 years
     Machinery and equipment              7-24 years
     Pipelines                              30 years
     Furniture and fixtures               2-15 years
     Vehicles                              3-7 years

   The full cost method of accounting is followed for oil and gas
properties.  Under this method of accounting, the cost of unsuccessful
as well as successful exploration and development activities are
capitalized as oil and gas properties.

   The sum of net capitalized costs and estimated future development
and dismantlement costs is amortized over the production of proved
reserves using the units of production method.  Depreciation,
depletion and amortization per equivalent barrel of production sold
for the years ended December 31, 1995, 1994 and 1993 was $4.65, $5.32, 
and $7.50, respectively, excluding the effect of the Company's
writedown of oil and gas properties.  Excluded from amounts subject to
amortization are costs associated with unevaluated properties of
$1,004,000 and $1,551,000 at December 31, 1995 and 1994, respectively,
until proved reserves associated with the properties have been
determined or impairment occurs.  Net capitalized costs exceeding the
estimated present value of future cash inflows from proved oil and gas
reserves reduced by estimated future operating expenses and
development expenditures are charged to current operations.  Gain or
loss on the sale or other disposition of oil and gas properties is not
recognized unless significant oil and gas reserves are involved.

   Routine maintenance, repairs and replacement costs are charged
against earnings as incurred.  Turnaround costs, which consist of
complete shutdown and inspection of significant units of the refineries
at intervals of two or more years for necessary repairs and
replacements, are deferred and amortized over the period until the
next expected shutdown.  Expenditures which materially increase
values, expand capacities or extend useful lives are capitalized. 
Interest expense is capitalized as part of the cost of constructing
major facilities and equipment.

TREASURY STOCK

   The Company's Board of Directors has authorized the repurchase of 
up to 1,500,000 shares of the Company's common stock or approximately
12% of all shares issued as of the inception of the repurchase program. 
These purchases may be made from time to time as conditions permit.
Shares may be repurchased through privately-negotiated transactions,
block share purchases and open market transactions.  Through the end of 
1995, the Company had repurchased 939,500 shares at a cost of 
approximately $8,001,000. These shares are being treated as treasury 
shares.

ENVIRONMENTAL EXPENDITURES

   Environmental expenditures that relate to current operations are
expensed or capitalized as appropriate.  Expenditures that relate to
an existing condition caused by past operations, and which do not
contribute to current or future revenue generation, are expensed. 
Liabilities are recorded when environmental assessments and/or
remedial efforts are probable and the costs can be reasonably
estimated.  Generally, the timing of these accruals coincides with the
completion of a feasibility study. 

INCOME TAXES

   The provision (benefit) for income taxes is based on earnings
(loss) reported in the financial statements.  Deferred income taxes
are provided on temporary differences between the basis of assets
and liabilities for financial reporting purposes and income tax purposes.

EARNINGS (LOSS) PER COMMON SHARE

   Earnings (loss) per common share is computed on the weighted
average number of shares of common stock outstanding during each
period.  The exercise of outstanding stock options would not result in
a material dilution of earnings per share.

NEW ACCOUNTING PRONOUNCEMENTS

     In March 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 121 
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived 
Assets to be Disposed Of."  The Company has not completed the process 
of evaluating the impact that will result from adopting this Statement.  
However, management does not believe the adoption will have a 
significant impact on the Company's financial position or results 
of operations.  SFAS No. 121 is required to be adopted in the first 
quarter of 1996.  

     In October 1995, the Financial Accounting Standards Board 
issued SFAS No. 123 "Accounting for Stock Based Compensation."  The 
Company has determined that it will not change to the fair value 
method and will continue to use Accounting Principles Board Opinion 
No. 25 for measurement and recognition of employee stock based 
compensation.  SFAS No. 123 will require additional disclosures in 
the 1996 financial statements.

RECLASSIFICATIONS

   Certain reclassifications have been made to the 1994 and 1993
financial statements to conform to the statement classifications used
in 1995 relating to the classification of the exploration and production
business as discontinued operations.

<PAGE>
<PAGE>
NOTE 2--ACQUISITION:

     On October 4, 1995, the Company completed the purchase of the 
Bloomfield refinery along with related pipeline and transportation 
assets from Gary-Williams Energy Co. and its wholly-owned subsidiary, 
Bloomfield Refining Company ("BRC").

     The purchase price was $55,000,000 plus approximately $7,500,000
for crude oil and refined products inventories associated with the
refinery operations.  The purchase agreement also provides for
potential contingent payments to be made to BRC over approximately
the next six years, not to exceed a present value of $25,000,000,
should certain criteria be met.  At December 31, 1995, the Company
had accrued approximately $1,198,000 under this arrangement relating
to 1995 operations.  In addition, the Company assumed certain
environmental obligations and is in the process of gathering and
analyzing information in order to establish an environmental reserve.
Such reserve, which the Company does not believe will be material,
will be recorded as additional purchase price and allocated to
the assets acquired.

     The following unaudited pro forma combined condensed financial
information for the twelve months ended December 31, 1995 and 1994
include the results of operations of the Company, including the
operations of the Bloomfield refinery for the fourth quarter of 1995,
and BRC for nine months of 1995 and twelve months of 1994, along with
adjustments which give effect to events that are directly attributable
to the transaction and which are expected to have a continuing impact. 
The information assumes the transaction was consummated as of the
beginning of each period presented.

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

    UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENTS OF EARNINGS
           FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
               (IN THOUSANDS EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                  1995           1994
                                               -----------    -----------
<S>                                            <C>            <C>
Net revenues                                   $   439,719    $   432,089
Cost of products sold                              313,353        294,964
                                               -----------    -----------
Gross margin                                       126,366        137,125
                                               -----------    -----------
Operating expenses                                  61,504         64,755
Depreciation and amortization                       15,408         14,996
Selling, general and administrative expenses        14,339         14,495
                                               -----------    -----------
Operating income                                    35,115         42,879
Interest expense, net and other                     12,229         14,021
                                               -----------    -----------
Earnings from continuing operations 
  before income taxes                               22,886         28,858
Provision for income taxes                           8,118          9,955
                                               -----------    -----------
Earnings from continuing operations                 14,768         18,903

Discontinued operations:
  Earnings (loss) from exploration and
    production operations (net of income taxes
    (benefit) of $154 in 1995 and $(1,351) 
    in 1994)                                           143         (2,934)
                                               -----------    -----------
Net earnings                                   $    14,911    $    15,969
                                               ===========    ===========
Earnings (loss) per common share:
  Continuing operations                        $      1.29    $      1.56
  Discontinued operations                             0.01          (0.24)
                                               -----------    -----------
  Net earnings                                 $      1.30    $      1.32
                                               ===========    ===========
</TABLE>
<PAGE>
NOTE 3--DISCONTINUED OPERATIONS:

     In early 1996, the Company approved a plan of disposition of the
exploration and production segment.  The decision was based upon
management's review of the prospects for this operation, which
indicated that substantial new capital would be necessary to further
develop this business and reach an acceptable level of profitability
and integration.  With the acquisition of the Bloomfield refinery and
crude oil gathering operations, the Company will focus its efforts on
its core business of refining and marketing. The Company is in the 
process of searching for a buyer for the assets or the business and 
expects to complete a sale in 1996. Based on current information, the 
Company does not expect to incur a loss on the disposal of the segment.

     The summarized balance sheet of the exploration and production
segment at December 31 was as follows:

<TABLE>
<CAPTION>
                                                        1995      1994
                                                       -------   -------
                                                         (In thousands)
<S>                                                    <C>       <C>
Assets:
  Current assets                                       $ 1,489   $ 1,143
  Oil and gas properties, plant and equipment, net      33,140    24,958
  Other assets                                             373       417
                                                       -------   -------
    Total assets                                        35,002    26,518
                                                       -------   -------
Liabilities:
  Current liabilities                                    1,996     1,592
  Deferred taxes and other liabilities                   6,317     4,530
                                                       -------   -------
    Total liabilities                                    8,313     6,122
                                                       -------   -------
    Net assets of discontinued operations              $26,689   $20,396
                                                       =======   =======
</TABLE>

     The following is a summary of the operating results of the
exploration and production segment for the three years ended December
31:

<TABLE>
<CAPTION>
                                                        1995      1994       1993
                                                       -------   -------   --------
                                                              (In thousands)
<S>                                                    <C>       <C>       <C>
Net revenues                                           $ 8,363   $ 5,959   $  7,409
Operating costs and expenses                             8,066     6,849      8,998
Reduction of carrying value of crude oil and
  natural gas properties                                           3,395     15,511
                                                       -------   -------   --------
                                                           297    (4,285)   (17,100)
Provision (benefit) for income taxes(1)                    154    (1,351)    (5,825)
                                                       -------   -------   --------
Net earnings (loss) from discontinued operations       $   143   $(2,934)  $(11,275)
                                                       =======   =======   ========
</TABLE>

(1) Coal seam gas tax credits generated from these operations of
    $700,000, $635,000 and $752,000 in 1995, 1994 and 1993, 
    respectively, which could not be used on a separate return
    basis, have been allocated to continuing operations based on
    the Company's tax sharing arrangement.<PAGE>
<PAGE>
NOTE 4--MARKETABLE SECURITIES:

     On January 1, 1994, the Company adopted SFAS No. 115,
"Accounting for Certain Investments in Debt and Equity Securities." 
SFAS No. 115 requires the classification of securities at acquisition
into one of three categories:  held-to-maturity, available-for-sale,
or trading--with different reporting requirements for each
classification.

     At December 31, 1995, the Company had no marketable securities. 
At December 31, 1994, all of the Company's marketable securities were
classified as available-for-sale and had a fair value of $35,631,000.
A valuation allowance of $654,000 was recorded in 1994 to reduce the
carrying value of the portfolio to estimated fair value and the
after-tax adjustment necessary to mark the securities to market
reduced stockholders' equity by $398,000. This adjustment had no
effect on the 1994 results of operations.  A summary of the Company's
securities at December 31, 1994 was as follows:

<TABLE>
<CAPTION>
                                          December 31, 1994
                             ---------------------------------------------
                                          Gross       Gross
                             Amortized  Unrealized  Unrealized  Estimated
                                Cost      Gains       Losses    Fair Value
                             ---------  ----------  ----------  ----------
                                            (In thousands)
<S>                           <C>          <C>        <C>        <C>
Obligations of states and 
  political subdivisions      $34,270      $2         $(236)     $34,036
Corporate debt securities          55                                 55
Equity securities               1,960                  (420)       1,540
                              -------      --         -----      -------
                              $36,285      $2         $(656)     $35,631
                              =======      ==         =====      =======
</TABLE>

     An analysis of the caption "Unrealized loss on securities available-
for-sale, net" in the Consolidated Balance Sheet is as follows:

<TABLE>
<CAPTION>
                                                     1995       1994 
                                                     ----       ----
                                                    (In thousands)*
<S>                                                 <C>        <C>
Unrealized loss on securities available-
  for-sale, January 1                               $(398)     $
Net change in unrealized loss, due principally
  to the liquidation of the investment portfolio
  in 1995 and higher interest rates in 1994           398       (398)
                                                    -----      -----
Unrealized loss on securities available-
  for-sale, December 31,                            $   0      $(398)
                                                    =====      =====
*These amounts have been tax effected.
</TABLE>

     Included in the Company's investment portfolio at December 31, 1994,
was $2,000,000 of Orange County, California Tax and Revenue Anticipation
Notes due July 28, 1995 (the "Orange County Notes").  Orange County filed 
for bankruptcy on December 6, 1994.  The Company wrote this investment 
down by $200,000 in 1994 to reflect an estimated other than temporary 
impairment.  In 1995, the Company was paid in full for these Orange 
County Notes.

     In recording gains and losses on the sale of marketable securities,
cost is determined using specific identification.  In 1995, the Company
realized gross losses of approximately $310,000 offset in part by the
$200,000 gain realized on the full payment of the Orange County Notes.  
Gains and losses were nominal for all other years presented.<PAGE>
<PAGE>
NOTE 5--INVENTORIES:

     Inventories consist of the following:

<TABLE>
<CAPTION>
                                                        December 31,  
                                                    ------------------- 
                                                     1995        1994 
                                                    -------     -------
                                                       (In thousands)
<S>                                                 <C>         <C>
First-in, first-out ("FIFO") method:
  Crude oil                                         $15,465     $13,611
  Refined products                                   17,605      11,054
  Refinery and shop supplies                          6,871       5,705
Retail method:
  Merchandise                                         2,721       2,428
                                                    -------     -------
     Subtotal                                        42,662      32,798
Allowance for last-in, first-out ("LIFO") method        (81)       (528)
                                                    -------     -------
     Total                                          $42,581     $32,270
                                                    =======     =======
</TABLE>

     The Company uses the LIFO method of inventory valuation.  The
portion of inventories valued on a LIFO basis totaled $29,710,000 and
$21,717,000 at December 31, 1995 and 1994, respectively.  The
following data will facilitate comparison with operating results of
companies using the FIFO method.

     If inventories had been determined using the FIFO method at
December 31, 1995, 1994 and 1993, net earnings and earnings per share
for the years ended December 31, 1995, 1994 and 1993 would have been
higher (lower) by $(268,000) and $(0.02), $357,000 and $0.03 and $237,000
and $0.02, respectively.
<PAGE>
<PAGE>
NOTE 6--PROPERTY, PLANT AND EQUIPMENT:

     Property, plant and equipment, at cost, consist of the following:

<TABLE>
<CAPTION>
                                                       December 31,  
                                                  --------------------
                                                    1995        1994 
                                                  --------    --------
                                                      (In thousands)
<S>                                               <C>          <C>
Land and improvements                             $ 21,582    $ 20,888
Buildings and improvements                          56,165      50,997
Machinery and equipment                            178,301     120,666
Pipelines                                            8,875       8,426
Furniture and fixtures                              15,195      13,837
Vehicles                                             6,552       4,613
Construction in progress                             6,249       4,394
                                                  --------    --------
  Subtotal                                         292,919     223,821
Accumulated depreciation and amortization          (94,357)    (85,863)
                                                  --------    --------
    Total                                         $198,562    $137,958
                                                  ========    ========
</TABLE>
<PAGE>
<PAGE>
NOTE 7--ACCRUED EXPENSES:

     Accrued expenses are comprised of the following:

<TABLE>
<CAPTION>
                                                        December 31,  
                                                    ------------------- 
                                                     1995        1994 
                                                    -------     -------
                                                       (In thousands)
<S>                                                 <C>         <C>
Excise taxes                                        $ 8,608     $ 5,952
Payroll and related costs                             3,975       3,373
Interest                                              1,390       1,285
Other                                                 6,343       7,030
                                                    -------     -------
     Total                                          $20,316     $17,640
                                                    =======     =======
</TABLE>
<PAGE>
<PAGE>
NOTE 8--LONG-TERM DEBT:

     Long-term debt consists of the following:
<TABLE>
<CAPTION>
                                                         December 31,  
                                                    --------------------- 
                                                      1995         1994 
                                                    --------     --------
                                                       (In thousands)
<S>                                                 <C>          <C>
9 3/4% senior subordinated notes, due
  2003, interest payable semi-annually              $100,000     $100,000
Unsecured credit agreement, due 1998, floating
  interest rate, interest payable quarterly           31,000
10.91% senior unsecured note, due 1995 to 
  1999, interest payable quarterly                     8,750       11,250
Notes payable to others, collateralized
  by real estate, 9% to 11%, due 1995 to
  2010, interest payable monthly or annually           3,645        4,594
8% secured promissory note, due 1995 to
  1997, interest payable quarterly                     1,945        2,917
Other                                                  1,399        1,436
                                                    --------     --------
    Subtotal                                         146,739      120,197
Less current portion                                  (4,063)      (4,107)
                                                    --------     --------
    Total                                           $142,676     $116,090
                                                    ========     ========
</TABLE>

     The Indenture supporting the 9 3/4% senior subordinated notes
("Notes") contains certain covenants that, among other things,
restrict the ability of the Company and its subsidiaries to create
liens, incur or guarantee debt, pay dividends, sell certain assets or
subsidiary stock, engage in certain mergers, engage in certain
transactions with affiliates or alter the Company's current line of
business.  At December 31, 1995, the Company was in compliance with
these covenants.  In addition, the Company is, subject to certain
conditions, obligated to offer to purchase a portion of the Notes at a
price equal to 100% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the date of purchase, with the net cash
proceeds of certain sales or other dispositions of assets.  Upon a
change of control, the Company will be required to offer to purchase
all of the Notes at 101% of the principal amount thereof, plus accrued
interest, if any, to the date of purchase.  At December 31, 1995,
retained earnings available for dividends under the terms of the
Indenture was approximately $13,137,000.

     In October 1995, the Company entered into a Credit Agreement with
a group of banks under which $30,000,000 was borrowed pursuant to a
three-year unsecured revolving term facility to provide financing for
the purchase of the Bloomfield refinery.  The principal balance is due
in October 1998 and has a floating interest rate that is tied to
various short-term indices.  At December 31, 1995, this rate was
approximately 7%.  On November 6, 1995, $10,000,000 of this revolving
term facility was prepaid from cash on hand.

     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) $40,000,000, or (ii) the
amount determined under a borrowing base calculation tied to eligible
accounts receivable and inventories as defined in the Credit Agreement.
At December 31, 1995, the lesser amount was $40,000,000.  This facility
has a floating interest rate that is tied to various short-term indices.
At December 31, 1995, this rate was approximately 8 1/2%.  At December
31, 1995, direct borrowings under this arrangement were $11,000,000 and
there were $16,948,000 of irrevocable letters of credit outstanding.

     The Company is required to pay a quarterly commitment fee based
on the unused amount of each facility.

     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.  At December 31, 1995, the Company was in
compliance with these covenants.  The Credit Agreement is guaranteed
by substantially all of the Company's wholly-owned subsidiaries.

     The 10.91% senior unsecured note is due to an insurance company
and the related agreement includes certain covenants, determined on a
FIFO inventory basis, that require the Company to maintain a minimum
net worth and working capital; places certain restrictions on, while
not precluding, the purchase or redemption of the Company's capital
stock, payment of dividends and payments of subordinated debt and
interest; limits the dollar amount of new operating leases; and
specifies certain conditions for new long-term debt obligations.  At
December 31, 1995, the Company was in compliance with these
covenants.  The remaining balance is payable in seven semi-annual
installments of $1,250,000 through 1999.

     In 1995, 1994 and 1993, the Company's interest expense was 
reduced by approximately $242,000, $288,000 and $1,304,000, respectively, 
as a result of amortizing the proceeds received from a terminated 
interest rate swap agreement. At December 31, 1995, there were
approximately $364,000 of deferred swap proceeds to be amortized over 
the remaining term of the 10.91% note.

     Aggregate annual maturities of long-term debt as of December 31,
1995 are:  1996 - $4,063,000; 1997 - $4,128,000; 1998 - $34,047,000;
1999 - $3,346,000; 2000 - $49,000; and all years thereafter -
$101,106,000.
<PAGE>
<PAGE>
NOTE 9--FINANCIAL INSTRUMENTS AND HEDGING ACTIVITY:

     The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of SFAS
No. 107, "Disclosures about Fair Value of Financial Instruments" and
SFAS No. 119, "Disclosures about Derivative Financial Instruments and
Fair Value of Financial Instruments."  The estimated fair value
amounts have been determined by the Company using available market
information and valuation methodologies described below.  However,
considerable judgment is required in interpreting market data to
develop the estimates of fair value.  Accordingly, the estimates
presented herein may not be indicative of the amounts that the Company
could realize in a current market exchange.  The use of different
market assumptions or valuation methodologies may have a material
effect on the estimated fair value amounts.

     The carrying amounts and estimated fair values of the Company's
financial instruments are as follows:

<TABLE>
<CAPTION>
                                                      December 31,      
                                       ------------------------------------------         
                                               1995                 1994   
                                       --------------------  --------------------     
                                       Carrying  Estimated   Carrying  Estimated
                                        Amount   Fair Value   Amount   Fair Value
                                       --------  ----------  --------  ----------
                                                  (In thousands)
<S>                                    <C>        <C>        <C>        <C>
Balance Sheet--Financial 
  Instruments:
    Assets:
      Marketable securities                                  $ 35,631   $ 35,631
    Liabilities:
      Fixed rate long-term debt        $115,637   $103,582   $120,068   $106,854
</TABLE>

     The carrying values of cash and cash equivalents, receivables,
accounts payable and accrued expenses approximate fair values due to
the short-term maturities of these instruments.  Variable rate
long-term debt instruments are estimated to approximate fair values as
rates are tied to short-term indices.

MARKETABLE SECURITIES

     The fair value of marketable securities was determined based on
quoted market prices from various brokers.  (See Note 4 for further
discussion.)

FIXED RATE LONG-TERM DEBT

     The fair value of fixed rate long-term debt was estimated by
discounting future cash flows using rates estimated to be currently
available for debt of similar terms and remaining maturities.

HEDGING ACTIVITIES

     The Company purchases crude oil futures contracts and options to
reduce price volatility and to fix margins in its refining and
marketing operations.  In addition, the Company uses forward grain
purchase contracts and options to reduce price volatility on and to
secure grain supplies for its ethanol production operations.  These
contracts permit settlement by delivery of commodities and,
therefore, are not financial instruments, as defined by SFAS No. 105. 
The Company uses these contracts in its hedging activities.  At
December 31, 1995, the Company's hedging activities had futures
contracts maturing in 1996 covering 85,000 barrels of crude oil and
options had been purchased on 240,000 barrels of crude oil.  At
December 31, 1994, the Company's hedging activities had futures
contracts maturing in 1995 covering 168,000 barrels of crude oil and
grain purchase contracts for approximately 190,000,000 pounds of
grain, equating to approximately 90% of grain demand through
September 1995.  In addition, options had been purchased on
approximately 58,000,000 pounds of the contracted grain commitment. 
The crude oil futures contracts qualify as hedges and any gains or
losses resulting from market changes will be offset by losses or
gains on the Company's hedging contracts.  The crude oil options
provide the Company downside protection on a portion of crude oil
barrels in inventory in excess of current operating needs.  The grain
purchase contracts were forward purchase contracts and had the effect
of fixing the Company's grain cost.  The grain options purchased
would have allowed the Company to participate in the market if grain
prices dropped significantly.  These options expired unexercised in
1995.  Gains and losses on hedging contracts are deferred and
reported as a component of the related transaction.  Net deferred
gains for the Company's petroleum hedging activities were
approximately $116,000 and $17,000 at December 31, 1995 and 1994,
respectively.

     The Company is exposed to loss in the event of nonperformance by 
the other parties to these contracts.  However, the Company does not
anticipate nonperformance by the counterparties.
<PAGE>
<PAGE>
NOTE 10--INCOME TAXES:

     The provision for income taxes is comprised of the following:

<TABLE>
<CAPTION>
                                       Year Ended December 31,  
                                  -------------------------------
                                   1995        1994        1993 
                                  -------     -------     -------
                                           (In thousands)
<S>                               <C>         <C>         <C>
Current:  Federal                 $ 1,140     $ 3,283     $ 8,264
          State                       866         385       1,582
Deferred: Federal                   1,438      (1,189)          5
          State                       194         129        (254)
                                  -------     -------     -------
                                  $ 3,638     $ 2,608     $ 9,597
                                  =======     =======     =======
</TABLE>

     Income taxes paid in 1995, 1994 and 1993 were $0, $5,379,000 and
$6,672,000, respectively.  

     A reconciliation of the difference between the provision
for income taxes and income taxes at the statutory U.S. federal 
income tax rate is as follows:

<TABLE>
<CAPTION>
                                       Year Ended December 31,  
                                  -------------------------------
                                   1995        1994        1993
                                  -------     -------     -------
                                           (In thousands)
<S>                               <C>         <C>         <C>
Income taxes at the statutory 
   U.S. federal income tax rate   $ 3,980     $ 3,522     $ 9,498
Increase (decrease) in taxes
   resulting from:
   State taxes, net                   563         505       1,333
   Statutory rate change related
      to deferred income taxes                                461
   General business credits, net     (679)       (910)       (888)
   Federal tax credits from
      nonconventional fuel           (700)       (635)       (752)
   Other, net                         474         126         (55)
                                  -------     -------     -------
                                  $ 3,638     $ 2,608     $ 9,597
                                  =======     =======     =======
</TABLE>
<PAGE>
<PAGE>
     Deferred income taxes are provided to reflect temporary
differences in the basis of net assets for income tax and financial
reporting purposes.  The tax effected temporary differences and credit
carryforwards which comprise deferred taxes are as follows:

<TABLE>
<CAPTION>
                                      December 31, 1995                December 31, 1994 
                                ------------------------------   -------------------------------  
                                 Assets  Liabilities   Total      Assets  Liabilities   Total
                                -------  -----------  --------   -------  ------------  --------
                                        (In thousands)                   (In thousands)
<S>                             <C>       <C>         <C>         <C>       <C>         <C>
Nondeductible accruals for
   uncollectible receivables    $   168               $    168    $   217               $    217
Insurance accruals                  597                    597        716                    716
Insurance settlements               106                    106        597                    597
Other nondeductible accruals        130                    130        382                    382
Other reserves                      616                    616
Inventory costs capitalized
   for income tax purposes          137                    137        323                    323
Nondeductible writedown of
   marketable securities                                              255                    255
Other                               391                    391
                                -------   --------    --------    -------   --------    --------                         
      Total current               2,145                  2,145      2,490                  2,490
                                -------   --------    --------    -------   --------    --------
Other nondeductible accruals        349                    349        528                    528
Other reserves                                                        638                    638
Restricted stock awards                   $    (28)        (28)             $   (179)       (179)
Operating lease                             (1,003)     (1,003)               (1,061)     (1,061)
Accelerated depreciation                   (19,953)    (19,953)              (19,163)    (19,163)
Other                                42       (979)       (937)       128         (8)        120
Tax credit carryforwards          8,708                  8,708      7,795                  7,795
                                -------   --------    --------    -------   --------    --------
      Total noncurrent            9,099    (21,963)    (12,864)     9,089    (20,411)    (11,322)
                                -------   --------    --------    -------   --------    --------
      Total                     $11,244   $(21,963)   $(10,719)   $11,579   $(20,411)   $ (8,832)
                                =======   ========    ========    =======   ========    ========
</TABLE>

     At December 31, 1995, the Company had a minimum tax credit
carryforward of approximately $5,438,000 available to offset future
income taxes payable to the extent regular income taxes payable
exceeds alternative minimum taxes payable.  Minimum tax credits can be
carried forward indefinitely.

     At December 31, 1995, the Company also had approximately
$3,270,000 of general business credits available to offset future
regular taxes payable.  Pursuant to Federal income tax law, these
carryover credits must be used before any minimum tax credit carry-
forward can be used.  Of the total general business credit available, 
$885,000 will expire in 2008, $1,341,000 will expire in 2009, and
$1,044,000 will expire in 2010.<PAGE>
<PAGE>
NOTE 11--EMPLOYEE STOCK OWNERSHIP PLAN:

     The Company and its subsidiaries have an Employee Stock
Ownership Plan ("ESOP") which is a noncontributory defined
contribution plan established primarily to acquire shares of the
Company's common stock for the benefit of all eligible employees. 
The ESOP's assets included 1,435,965 and 1,534,878 shares of the
Company's common stock at December 31, 1995 and 1994, respectively. 
At December 31, 1995, all shares had been allocated to the
participants.  At December 31, 1994, 1,460,322 shares had been
allocated to the participants and 74,556 shares remained unallocated. 
Shares are allocated to participants when principal payments are made
on the loan discussed below.  Allocations to participant accounts are
made on a formula based on the ratio that each participant's
compensation, during the Plan year, bears to the compensation of all
such participants.  The Company treats all ESOP shares as outstanding
for earnings per share purposes.

     The ESOP originally borrowed $6,500,000 from a bank and
purchased shares of the Company's common stock from existing
shareholders. The loan was purchased by the Company from the bank in
1993.  In 1995, the $514,000 balance remaining on the loan obligation
was paid by the ESOP.  The loan obligation had an interest rate equal
to 80% of the prime rate.  The loan obligation was considered
unearned employee benefit expense and, as such, recorded as a
reduction of the Company's stockholders' equity. Both the loan
obligation and the unearned benefit expense were reduced by the
amount of any loan repayments made by the ESOP.  Contributions to the
ESOP are made at the discretion of the Board of Directors.  The
Company made contributions of $900,000, $900,000 and $889,000 to the
ESOP for 1995, 1994 and 1993, respectively.<PAGE>
<PAGE>
NOTE 12--STOCK INCENTIVE PLAN:

     The Company established the 1989 Stock Incentive Plan under which
500,000 shares of the Company's common stock were authorized to be
issued to deserving employees in the form of options and/or restricted
stock.  The Plan is administered by the Compensation Committee of the
Board of Directors.

     The following summarizes stock option transactions under this
plan:

<TABLE>
<CAPTION>
                                            Number of        Option
Options outstanding at                       Shares          Prices 
----------------------                      ---------        ------
<S>                                         <C>          <C>           
January 1, 1993                             252,142      $5.25 to 10.63
   Granted                                  113,500                7.75
   Forfeited                                (57,085)      8.96 to 10.63
   Exercised                                 (3,700)      5.25 to 10.63
                                            -------
December 31, 1993                           304,857       5.25 to 10.63
   Granted                                   10,000       9.25 to 10.38
   Forfeited                                 (2,000)               5.25
   Exercised                                   (500)               5.25
                                            -------
December 31, 1994                           312,357       5.25 to 10.63
   Forfeited                                 (5,000)               7.75
   Exercised                                 (1,000)               7.75
                                            -------
December 31, 1995                           306,357      $5.25 to 10.63
                                            =======
Options exercisable at December 31:
   1995                                     222,973      $5.25 to 10.63
   1994                                     154,481       5.25 to 10.63
   1993                                      85,503       5.25 to 10.63
</TABLE>

     In 1990, an additional 29,500 shares of restricted stock were
granted under this plan of which 8,572 were forfeited in 1993 and
1,286 in 1994.  

     At December 31, 1995, there were 168,801 shares available for 
future grants.

     Prior to adoption of the 1989 Stock Incentive Plan, the Company
granted shares to employees under Restricted Stock Plans as follows:

                                            Shares
                                           ---------
               1989                        124,097*
               1988                        214,447**

  *Net of 21,045 shares forfeited.
 **Net of 33,746 shares forfeited.

     All of the options or restricted stock grants are subject to
forfeiture with vesting ranging from 14% to 33% annually beginning one
year after the date of grant for restricted stock and exercise dates
of stock options.  Compensation expense related to restricted stock
grants is charged to earnings over the appropriate vesting period. 
All options were granted at fair market value at the date of grant and
expire on the tenth anniversary of the grant date.
<PAGE>
<PAGE>
NOTE 13--401(k) PLAN:

     In 1993, the Company adopted a 401(k) retirement plan for its
employees.  This plan complements the Company's Employee Stock
Ownership Plan by allowing the employees to invest on a pre-tax basis
in non-Giant stock investments thus diversifying their retirement
portfolios.  For the years ended December 31, 1995, 1994 and 1993, the
Company had expensed $188,000, $189,000 and $109,000, respectively, 
for matching contributions under this plan.
<PAGE>
<PAGE>
NOTE 14--INTEREST, OPERATING LEASES AND RENT EXPENSE:

     Interest paid and capitalized for 1995 was $11,833,000 and 
$190,000, for 1994 was $11,644,000 and $0, and for 1993 was 
$4,711,000 and $249,000, respectively.

     The Company is committed to annual minimum rentals under
noncancelable operating leases that have initial or remaining lease
terms in excess of one year as of December 31, 1995 as follows:

<TABLE>
<CAPTION>
                                        Land, building, machinery
                                          and equipment leases
                                             (In thousands)
                                        -------------------------
<S>                                               <C>
1996                                              $  516
1997                                                 501
1998                                                 470
1999                                                 464
2000                                                 415
Later years                                           58
                                                  ------
     Total minimum payments required              $2,424
                                                  ======
</TABLE>

     Total rent expense was $1,982,000, $1,890,000 and $1,584,000
for 1995, 1994 and 1993, respectively.
<PAGE>
<PAGE>
NOTE 15--COMMITMENTS AND CONTINGENCIES:

     The Company and certain subsidiaries are defendants to various
legal actions.  Certain of these pending legal actions involve or may
involve compensatory, punitive or other damages.  Litigation is
subject to many uncertainties and it is possible that some of the
legal actions, proceedings or claims referred to above could be
decided adversely.  Although the amount of liability at December 31,
1995 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, the 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, which is owned
by the United States Bureau of Land Management and which is adjacent
to the Company's Farmington refinery which was operated until 1982.
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.  At the present time, the Company is unable to determine
the extent of potential liability, if any, in this matter and has
made no provision therefore in its financial statements.

     In 1994, the Company established an environmental liability
accrual for approximately $1,400,000 relating to ongoing
environmental projects, including the remediation of a hydrocarbon
plume at the Company's Farmington refinery. In late 1994, the Company 
accrued an additional $250,000 relating to hydrocarbon contamination 
on 5.5 acres the Company owns in Bloomfield, New Mexico.  At 
December 31, 1995, the balance of the accrual was approximately 
$1,100,000, 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 Tribe 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 Tribe's Tax Commission in connection with this assessment and
intends to oppose the assessment.  It is the Company's understanding 
that these appeals will be held in abeyance pending further judicial 
clarification of the Tribe's taxing authority by means of litigation 
involving other companies.  It is possible, however, that the Company's 
assessments will have to be litigated by the Company before final 
resolution.  The Company may receive further tax assessments before 
judicial resolution of the Tribe's taxing authority.
<PAGE>
<PAGE>
NOTE 16--QUARTERLY FINANCIAL INFORMATION (UNAUDITED):

<TABLE>
<CAPTION>
                                                      Year Ended December 31, 1995   
                                                 --------------------------------------
                                                                Quarter
                                                 --------------------------------------
                                                  First    Second     Third     Fourth(1)
                                                 -------   -------   -------   --------
                                                  (In thousands except per share data)
<S>                                              <C>       <C>       <C>       <C>
Continuing Operations:
  Net revenues                                   $69,562   $80,590   $78,400   $104,336
  Cost of products sold                           49,357    56,497    53,719     74,698
                                                 -------   -------   -------   --------
  Gross margin                                    20,205    24,093    24,681     29,638
                                                 -------   -------   -------   --------
  Operating expenses                              12,115    12,255    13,120     14,366
  Depreciation and amortization                    3,056     3,307     2,986      3,996
  Selling, general and administrative expenses     2,842     3,365     3,333      3,238
  Net earnings                                       112     2,093     1,968      3,560
  Net earnings per common share                  $  0.01   $  0.18   $  0.17   $   0.32

Discontinued Operations:
  Net earnings                                   $    35   $    59   $    10   $     39
  Net earnings per common share                            $  0.01

(1) Fourth quarter 1995 includes the results of operations of the
    Bloomfield refinery which was acquired on October 4, 1995.

</TABLE>

<TABLE>
<CAPTION>
                                                      Year Ended December 31, 1994   
                                                 --------------------------------------
                                                                Quarter
                                                 --------------------------------------
                                                  First    Second     Third     Fourth
                                                 -------   -------   -------   --------
                                                  (In thousands except per share data)
<S>                                              <C>       <C>       <C>       <C>
Continuing Operations:
  Net revenues                                   $63,202   $73,831   $76,760   $ 77,830
  Cost of products sold                           41,195    47,554    53,940     52,800
                                                 -------   -------   -------   --------
  Gross margin                                    22,007    26,277    22,820     25,030
                                                 -------   -------   -------   --------
  Operating expenses                              12,124    12,537    13,759     13,403
  Depreciation and amortization                    3,028     3,103     3,047      3,068
  Selling, general and administrative expenses     2,209     3,545     3,124      3,052
  Net earnings                                     1,667     3,112       287      2,389
  Net earnings per common share                  $  0.14   $  0.25   $  0.02   $   0.20

Discontinued Operations:
  Net earnings (loss)                            $  (255)  $  (155)  $(2,540)  $     16
  Net loss per common share                      $ (0.02)  $ (0.01)  $ (0.21) 

</TABLE>
<PAGE>
<PAGE>
NOTE 17--SUPPLEMENTARY FINANCIAL INFORMATION FOR OIL AND GAS
PRODUCING ACTIVITIES (UNAUDITED):

     The following is historical information relating to the 
Company's oil and gas business which has been recorded as a 
discontinued operation.

     Excluded from amounts subject to amortization as of December 31,
1995 and 1994 are $1,004,000 and $1,551,000, respectively, of costs
associated with unevaluated properties.

COSTS EXCLUDED FROM AMORTIZATION

<TABLE>
<CAPTION>
                            Year Costs Incurred            Excluded
                       -----------------------------       Costs at
                       Prior                             December 31,
                       Years   1993    1994     1995        1995
                       -----   ----    ----     ----     ------------
                                      (In thousands)
<S>                    <C>     <C>     <C>      <C>         <C>   
Property acquisition   $336    $327    $357     $(16)       $1,004
                       ====    ====    ====     =====       ======
</TABLE>

CAPITALIZED COSTS

     The Company's net investment in oil and gas properties was as
follows:

<TABLE>
<CAPTION>
                                                        December 31,  
                                                    ------------------- 
                                                     1995        1994 
                                                    -------     -------
                                                       (In thousands)
<S>                                                 <C>         <C>
Capitalized costs:
  Proved properties                                 $90,256     $78,388
  Unproved properties                                 1,004       1,551
                                                    -------     -------
                                                     91,260      79,939
Less accumulated depreciation, depletion 
  and amortization                                   59,910      56,919
                                                    -------     -------
Net capitalized costs                               $31,350     $23,020
                                                    =======     =======
</TABLE>

     During 1994, the Company recognized a non-cash writedown of its
oil and gas properties of $3,395,000 for the excess of net capitalized
costs over the estimated present value of net future cash inflows.  
This writedown was recorded as an increase to accumulated depreciation, 
depletion and amortization.

COSTS INCURRED

     Costs incurred (exclusive of general support facilities) in oil
and gas exploration activities (all in the United States) were as
follows:
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                     Year Ended December 31,  
                                -------------------------------
                                  1995        1994       1993 
                                -------      ------      ------
                                         (In thousands)
<S>                             <C>          <C>         <C>
Property acquisition costs:
  Proved properties             $ 5,192      $  326      $   87
  Unproved properties               (16)        357         327
                                -------      ------      ------
         Subtotal                 5,176         683         414
Development costs                 6,095       2,759       3,211
Exploration costs                   251         123         290
                                -------      ------      ------
         Total                  $11,522      $3,565      $3,915
                                =======      ======      ======
</TABLE>

ESTIMATED QUANTITIES (ALL IN THE UNITED STATES) OF PROVED OIL AND GAS
RESERVES

     Proved reserves are estimated quantities of crude oil, natural
gas and natural gas liquids which geological and engineering data
demonstrate with reasonable certainty to be recoverable in future
years from known reservoirs under existing economic and operating
conditions.  Proved developed reserves are those which are expected to
be recovered through existing wells with existing equipment and
operating methods.  The Company's reserves are located primarily in
the southwestern United States.

     The following schedules set forth the Company's net proved and
proved developed oil and gas reserves, as determined by independent
consultants, along with a summary of the changes in the quantities of
net proved reserves:

<TABLE>
<CAPTION>
                                                 Oil            Gas
                                             (Thousands      (Millions
                                            of  barrels)  of cubic feet)
                                            ------------  --------------
<S>                                            <C>             <C>
Proved Reserves:
     At January 1, 1993                         3,285          15,943
Revisions of previous estimates                (1,036)         (2,748)
Extension, discoveries and other additions        234           1,284
Production                                       (287)         (1,481) 
                                               ------          ------
     At December 31, 1993                       2,196          12,998
                                               ------          ------
Revisions of previous estimates                   151            (187)
Extension, discoveries and other additions        135             404
Production                                       (267)         (1,355)
                                               ------          ------
     At December 31, 1994                       2,215          11,860
                                               ------          ------
Revisions of previous estimates                   (44)          3,018
Extension, discoveries and other additions      1,254           1,315
Purchase of minerals in place                   1,936             658
Production                                       (401)         (1,587)
                                               ------          ------
     At December 31, 1995                       4,960          15,264
                                               ======          ======
</TABLE>

     Downward revisions in prior years were due to unsuccessful
drilling efforts, reduced well economic productivity and limitations
in drilling for the replacement of reserves.  Current year upward
revisions are due to recompletions, workovers and improved well
performance.  In 1992, the Company sold a volume of reserves equal to
approximately 50% of its then working interest in certain proved
developed natural gas reserves along with a portion of the associated
gathering system.  The purchase and sale agreement associated with
that transaction contains a provision whereby the ownership interest
in the subject reserves is adjusted annually at December 31, 1993
through 1996, based on year end reserve reports, so that the buyer
receives a cumulative working interest estimated for the life of the
reserves equal to the reserve volume purchased.  In 1995 and 1994,
there were positive gas revisions of 279 and 1,018 million cubic
feet, respectively.  In 1993, there was a negative gas revision of
approximately 1,159 million cubic feet.

<TABLE>
<CAPTION>
                                                   Oil             Gas
                                               (Thousands       (Millions
                                              of  barrels)   of cubic feet)
                                              ------------  --------------
<S>                                               <C>            <C>
Proved developed reserves included in above:
  At December 31, 1993                            1,855           8,225
  At December 31, 1994                            1,884           9,269
  At December 31, 1995                            3,919          12,618

</TABLE>

STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS
RELATING TO PROVED OIL AND GAS RESERVES

     The Standardized Measure of Discounted Future Net Cash Flows
Relating to Proved Oil and Gas Reserves ("Standardized Measure") is a
disclosure requirement under SFAS No. 69.  The Standardized Measure
does not purport to present the fair market value of a company's
proved oil and gas reserves.  This would require consideration of
expected future economic and operating conditions, which are not taken
into account in calculating the Standardized Measure.

     Under the Standardized Measure, future cash inflows were
estimated by applying year end prices, adjusted for fixed and
determinable escalations, to the estimated future production of year
end proved reserves.  Prices tend to be volatile and have increased
slightly for natural gas and decreased somewhat for crude oil since
year end.  Future cash inflows were reduced by estimated future
production and development costs to determine pre-tax cash inflows. 
Future income taxes were computed by applying the statutory tax rate
to the excess of pre-tax cash inflows over the Company's tax basis in
the associated proved oil and gas properties.  Tax credits, including
the federal coal seam gas credit, and permanent differences were also
considered in the future income tax calculation. Future net cash
inflows after income taxes were discounted using a 10% annual
discount rate to arrive at the Standardized Measure.
<PAGE>
<PAGE>
     Set forth below is the Standardized Measure relating to proved
oil and gas reserves:

<TABLE>
<CAPTION>
                                            Year Ended December 31,  
                                      --------------------------------
                                        1995        1994        1993 
                                      --------    --------    --------
                                               (In thousands)
<S>                                   <C>         <C>         <C>
Future cash inflows                   $108,301    $ 54,061    $ 56,958
Future production and 
  development costs                    (59,130)    (24,515)    (23,722)
                                      --------    --------    --------
Future net cash flows 
  before income taxes                   49,171      29,546      33,236
10% annual discount for estimated 
  timing of cash flows                 (19,591)    (10,588)    (12,589)
                                      --------    --------    --------
Discounted future net cash 
  flows before income taxes             29,580      18,958      20,647
Income taxes (discounted)               (3,412)                   (915)
                                      --------    --------    --------
Standardized measure of 
  discounted future net cash flows    $ 26,168    $ 18,958    $ 19,732
                                      ========    ========    ========
</TABLE>
<PAGE>
<PAGE>
     Changes in the Standardized Measure of Discounted Future Net Cash
Flows Relating to Proved Oil and Gas Reserves for 1995, 1994 and 1993:

<TABLE>
<CAPTION>
                                                         Year Ended December 31,  
                                                    ------------------------------
                                                      1995        1994       1993 
                                                    --------    --------  --------
                                                             (In thousands)
<S>                                                  <C>       <C>        <C>
Sales of oil and gas produced, net of 
  production costs                                   $(5,459)  $(3,416)   $ (4,496)
Net changes in prices and production costs 
  relating to future production                       (2,889)   (4,368)    (10,758)
Extensions, discoveries and improved recovery          6,691       970       2,331
Development costs incurred during the period           6,095     2,759       3,211
Changes in estimated future development costs         (5,196)      133      (2,459)
Revisions in previous quantity estimates               2,063       644     (10,031)
Net changes due to purchases of minerals in place      9,188
Accretion of discount                                  1,896     1,973       3,194
Net changes in income taxes                           (3,412)      915       4,797
Other                                                 (1,767)     (384)      2,006
                                                     -------   -------    --------
Net increase (decrease)                                7,210      (774)    (12,205)
Beginning of year                                     18,958    19,732      31,937
                                                     -------   -------    --------
End of year                                          $26,168   $18,958    $ 19,732
                                                     =======   =======    ========
</TABLE>
<PAGE>
<PAGE>
     Results of operations for exploration and production
activities (all in the United States):

<TABLE>
<CAPTION>
                                          Year Ended December 31,  
                                      -------------------------------
                                        1995        1994        1993 
                                      --------    --------   --------
                                               (In thousands)
<S>                                    <C>        <C>        <C>
Revenues                               $ 8,363    $ 5,959    $  7,409
Production costs and 
  other expenses                        (4,791)    (4,055)     (4,776)
Reduction of carrying value 
  of crude oil and natural 
  gas properties                                   (3,395)    (15,511)
Depreciation, depletion 
  and amortization                      (3,275)    (2,794)     (4,222)
                                       -------    -------    --------
                                           297     (4,285)    (17,100)
Income tax (expense) benefit              (154)     1,351       5,825
                                       -------    -------    --------
Results of operations for 
  producing activities (excluding 
  corporate overhead 
  and interest expense)                $   143    $(2,934)   $(11,275)
                                       =======    =======    ========
</TABLE>
<PAGE>
<PAGE>
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING 
         AND FINANCIAL DISCLOSURE.

     Not applicable.



<PAGE>
<PAGE>
                         PART III

     Certain information required by Part III is omitted from
this Report by virtue of the fact that the Registrant will file
with the Securities and Exchange Commission a definitive proxy
statement relating to the Company's Annual Meeting of
Stockholders to be held May 16, 1996 pursuant to Regulation 14A
(the "Proxy Statement") not later than 120 days after the end of
the fiscal year covered by this Report, and certain information
to be included therein is incorporated herein by reference.  The
Company expects to disseminate the Proxy Statement to
stockholders on or about March 29, 1996.

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information concerning the Company's directors required
by this Item is incorporated by reference to the information
contained in the Proxy Statement under the caption "Election of
Directors."

     The information concerning the Company's executive officers
required by this Item is incorporated by reference to the section
in Part I, Item 4 hereof entitled "Executive Officers of the
Registrant."

     The information concerning compliance with Section 16(a) of
the Exchange Act required by this Item is incorporated by
reference to the information contained in the Proxy Statement
under the caption "Security Ownership of Certain Beneficial
Owners and Management."

ITEM 11.  EXECUTIVE COMPENSATION

     The information required by this Item is incorporated by
reference to the information contained in the Proxy Statement
under the captions "Election of Directors," "Executive
Compensation," "Compensation Committee Report on Executive
Compensation" and "Compensation Committee Interlocks and Insider
Participation."

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

     The information required by this Item is incorporated by
reference to the information contained in the Proxy Statement
under the captions "Election of Directors" and "Security
Ownership of Certain Beneficial Owners and Management."

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this Item is incorporated by
reference to the information contained in the Proxy Statement
under the captions "Compensation Committee Interlocks and Insider
Participation" and "Certain Transactions."<PAGE>
<PAGE>
                               PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
          FORM 8-K

     (a)(1)    The following financial statements are included
               in Item 8:

          (i)   Independent Auditors' Report

          (ii)  Consolidated Balance Sheets - December 31, 1995
                and 1994

          (iii) Consolidated Statements of Earnings - Years
                ended December 31, 1995, 1994 and 1993

          (iv)  Consolidated Statements of Stockholders' Equity
                - Years ended December 31, 1995, 1994 and 1993

          (v)   Consolidated Statements of Cash Flows - Years
                ended December 31, 1995, 1994 and 1993

          (vi)  Notes to Consolidated Financial Statements

        (2)  Financial Statement Schedule.  The following financial
statement schedule of Giant Industries, Inc. for the years ended
December 31, 1995, 1994 and 1993 is filed as part of this Report
and should be read in conjunction with the Consolidated Financial
Statements of Giant Industries, Inc.

          Independent Auditors' Report on Schedule  . . . . . S-1

          Schedule II - Valuation and Qualifying Accounts . . S-2

          Schedules not listed above have been omitted because
they are not applicable or are not required or because the
information required to be set forth therein is included in the
Consolidated Financial Statements or Notes thereto.

        (3)  Exhibits.  The Exhibits listed on the accompanying
Index to Exhibits immediately following the financial statement
schedule are filed as part of, or incorporated by reference
into, this Report.

        Contracts with management and any compensatory plans or
arrangements relating to management are as follows:

Exhibit
   No.                   Description
-------                  -----------
10.1   1989 Stock Incentive Plan of the Registrant. 
       Incorporated  by reference to Exhibit 10.1 to the
       Company's Annual Report on Form 10-K for the fiscal year
       ended December 31, 1989, File No. 1-10398.

10.3   ESOP Substitute Excess Deferred Compensation Benefit
       Plan.  Incorporated by reference to Exhibit 10.8 to the
       Company's Annual Report on Form 10-K for the fiscal year
       ended December 31, 1992, File No. 1-10398.

10.6   Amended 1988 Restricted Stock Plan of Registrant.
       Incorporated by reference to Exhibit 10.3 to Form S-1.

10.7   1989 Stock Option Plan of Registrant.  Incorporated by
       reference to Exhibit 10.4 to Form S-1.

10.30  Employment Agreement, dated as of November 16, 1989,
       between James E. Acridge and the Company. Incorporated by 
       reference to Exhibit 10.52 to Amendment No. 2.

10.31  Employment Agreement, dated as of November 16, 1989,
       between Fredric L. Holliger and the Company.  Incorporated 
       by reference to Exhibit 10.53 to Amendment No. 2.

10.32  Employment Agreement, dated as of August 1, 1990 between
       Morgan Gust and the Company.  Incorporated by reference to 
       Exhibit 10.64 of the Company's Annual Report on Form 10-K 
       for the fiscal year ended December 31, 1990, File No. 1-10398.

10.35  Giant Industries, Inc. and Affiliated Companies 401(k)
       Plan.  Incorporated by reference to Exhibit 10.46 to
       Amendment No. 2 to the Form S-3 Registration Statement
       under the Securities Act of 1933 as filed November 12,
       1993, File No. 33-69252.
_________________________________

     Form S-1--Refers to the Form S-1 Registration Statement
under the Securities Act of 1933 as filed October 16, 1989, File
No. 33-31584.

     Amendment No. 2--Refers to the Amendment No. 2 to Form S-1
Registration Statement under the Securities Act of 1933 as filed
November 20, 1989, File No. 33-31584.

      (b) Reports on Form 8-K.  Report on Form 8-K dated October 18,
1995, with respect to the Company's acquisition of the Bloomfield
refinery, including for Bloomfield Refining Company unaudited
financial statements as of June 30, 1995 and audited financial
statements for the three years ended December 31, 1994, and for the
Company an unaudited pro forma combined condensed balance sheet as of
June 30, 1995, and unaudited pro forma combined condensed statements
of earnings for the six months ended June 30, 1995 and for the year
ended December 31, 1994.<PAGE>
<PAGE>
                                SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
Report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                              GIANT INDUSTRIES, INC.


                              By:  / s / James E. Acridge   
                                 ------------------------------
                                 James E. Acridge
                                 Chairman of the Board, President
                                 and Chief Executive Officer

March 28, 1996

     Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the date
indicated.


/s/  James E. Acridge          
---------------------------------------   
James E. Acridge, Chairman of the Board,
President, Chief Executive Officer
and Director

March 28, 1996 


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

March 28, 1996


/s/  Fredric L. Holliger            
---------------------------------------       
Fredric L. Holliger, Executive Vice President, 
Chief Operating Officer and Director.

March 28, 1996

<PAGE>
<PAGE>
/s/  F. Michael Geddes         
---------------------------------------            
F. Michael Geddes, Director

March 28, 1996


/s/  George C. Hixon        
---------------------------------------               
George C. Hixon, Director

March 28, 1996


/s/  Harry S. Howard, Jr.        
---------------------------------------          
Harry S. Howard, Jr., Director

March 28, 1996


/s/  Richard T. Kalen, Jr.               
---------------------------------------       
Richard T. Kalen, Jr., Director

March 28, 1996

<PAGE>
<PAGE>
                  INDEPENDENT AUDITORS' REPORT


Board of Directors and Stockholders
Giant Industries, Inc.
Scottsdale, Arizona


We have audited the consolidated financial statements of Giant
Industries, Inc. and subsidiaries (the "Company") as of December 31,
1995 and 1994, and for each of the three years in the period ended
December 31, 1995, and have issued our report thereon dated March 4,
1996; such report is included elsewhere in this Form 10-K. Our audits
also included the financial statement schedule of the Company listed
in Item 14. This financial statement schedule is the responsibility
of the Company's management. Our responsibility is to express an
opinion based on our audits.  In our opinion, such financial
statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.




DELOITTE & TOUCHE LLP

Phoenix, Arizona
March 4, 1996


                             S-1
<PAGE>
<PAGE>
<TABLE>
                                                                                     SCHEDULE II
                                GIANT INDUSTRIES, INC. AND SUBSIDIARIES
                                   Valuation and Qualifying Accounts
                                  Three years ended December 31, 1995
                                            (In thousands)
<CAPTION>

                                                        Charged
                                      Balance at      (credited)                        Balance
                                       beginning       to costs                         at end
                                       of period     and expenses       Deduction(b)   of period
                                      ----------     ------------       ---------      ---------
<S>                                      <C>            <C>              <C>             <C>
Year ended December 31, 1995:
   Allowance for doubtful accounts       $546           $(82)(a)         $ (40)          $424
                                         ====           ====             =====           ====

Year ended December 31, 1994:
   Allowance for doubtful accounts       $429           $167             $ (50)          $546
                                         ====           ====             =====           ====

Year ended December 31, 1993:
   Allowance for doubtful accounts       $415           $133             $(119)          $429
                                         ====           ====             =====           ====


(a)Includes an adjustment of $162,000 credited to costs and expenses to
   revise the Company's estimated Allowance for Doubtful Accounts.

(b)Deductions are specific trade accounts determined to be uncollectible.


                                                S-2
/TABLE
<PAGE>
<PAGE>
                       GIANT INDUSTRIES, INC.
                     ANNUAL REPORT ON FORM 10-K
                    YEAR ENDED DECEMBER 31, 1995

                          INDEX TO EXHIBITS
Definitions:

     Form S-1--Refers to the Form S-1 Registration Statement under the
Securities Act of 1933 as filed October 16, 1989, File No. 33-31584.

     Amendment No. 1--Refers to the Amendment No. 1 to Form S-1
Registration Statement under the Securities Act of 1933 as filed
October 27, 1989, File No. 33-31584.

     Amendment No. 2--Refers to the Amendment No. 2 to Form S-1
Registration Statement under the Securities Act of 1933 as filed
November 20, 1989, File No. 33-31584.

     Amendment No. 3--Refers to the Amendment No. 3 to Form S-1
Registration Statement under the Securities Act of 1933 as filed
December 12, 1989, File No. 33-31584.

     Form S-3--Refers to the Form S-3 Registration Statement under the
Securities Act of 1933 as filed September 22, 1993, File No. 33-69252.

Exhibit No.                      Description
-----------                      -----------
 2.1*     Purchase and Sale Agreement, dated August 8, 1995, among
          Bloomfield Refining Company and Gary-Williams Energy
          Corporation, as Sellers, and Giant Industries Arizona,
          Inc., as Buyer.  Incorporated by reference to Exhibit 2.1
          to the Company's Report on Form 8-K for the period October
          4, 1995, File No. 1-10398.

 2.2      First Amendment, dated September 29, 1995, to Purchase and
          Sale Agreement, dated August 8, 1995, among Bloomfield
          Refining Company and Gary-Williams Energy Corporation, as
          Sellers, and Giant Industries Arizona, Inc. as Buyer.
          Incorporated by reference to Exhibit 2.2 to the Company's
          Report on Form 8-K for the period October 4, 1995, File
          No. 1-10398.

 2.3      Second Amendment, dated October 2, 1995, to Purchase and
          Sale Agreement, dated August 8, 1995, among Bloomfield
          Refining Company and Gary-Williams Energy Corporation, as
          Sellers, and Giant Industries Arizona, Inc. as Buyer.
          Incorporated by reference to Exhibit 2.3 to the Company's
          Report on Form 8-K for the period October 4, 1995, File
          No. 1-10398.

 3.1      Restated Certificate of Incorporation of the Giant
          Industries, Inc., a Delaware corporation (the "Company").  
          Incorporated by reference to Exhibit 3.1 to Amendment No. 3. 

 3.2      Bylaws of the Company, as amended.  Incorporated by
          reference to Exhibit 3.2 to Amendment No. 3. 

 3.3      Articles of Incorporation of Giant Exploration & Production
          Company, a Texas corporation ("Giant Exploration"), formerly
          Hixon Acquisition Corp. Incorporated by reference to Exhibit
          2.1, Annex III to Form S-1. 

 3.4      Bylaws of Giant Exploration.  Incorporated by reference to
          Exhibit 2.1, Annex IV to Form S-1. 

 3.5      Articles of Incorporation of Giant Industries Arizona, Inc.,
          an Arizona corporation ("Giant Arizona") formerly Giant
          Acquisition Corp. Incorporated by reference to Exhibit 2.1,
          Annex V to Form S-1. 

 3.6      Bylaws of Giant Arizona.  Incorporated by reference to
          Exhibit 2.1, Annex VI to Form S-1. 

 3.7      Articles of Incorporation of Ciniza Production Company. 
          Incorporated by reference to Exhibit 3.7 to Form S-3.

 3.8      Bylaws of Ciniza Production Company.  Incorporated by
          reference to Exhibit 3.8 to Form S-3.

 3.9      Articles of Incorporation of Giant Stop-N-Go of New Mexico,
          Inc.  Incorporated by reference to Exhibit 3.9 to Form S-3.

 3.10     Bylaws of Giant Stop-N-Go of New Mexico, Inc.  Incorporated
          by reference to Exhibit 3.10 to Form S-3.

 3.11     Articles of Incorporation of Giant Four Corners, Inc.  
          Incorporated by reference to Exhibit 3.11 to Form S-3.

 3.12     Bylaws of Giant Four Corners, Inc.   Incorporated by
          reference to Exhibit 3.12 to Form S-3.

 3.13     Articles of Incorporation of Giant Mid-Continent, Inc.
          Incorporated by reference to Exhibit 3.13 to the Company's
          Report on Form 10-K for fiscal year ended December 31,
          1994, File No. 1-10398.

 3.14     Bylaws of Giant Mid-Continent, Inc.  Incorporated by 
          reference to Exhibit 3.14 to the Company's Report on Form 
          10-K for fiscal year ended December 31, 1994, File No. 
          1-10398.

 3.15**   Articles of Incorporation of San Juan Refining Company.

 3.16**   Bylaws of San Juan Refining Company.

 4.1      Amended and Restated Note Agreement, dated as of
          September 30, 1993, among the Prudential Insurance Company
          of America ("Prudential"), Pruco Life Insurance Company
          ("Pruco"), the Company and Giant Arizona, relating to 
          $20,000,000 of 10.91% Senior Notes due March 31, 1999. 
          Incorporated by reference to Exhibit 4.13 to Amendment 
          No. 2 to the Form S-3 Registration Statement under the 
          Securities Act of 1933 as filed November 12, 1993, 
          File No. 33-69252.

 4.2      Letter Amendment No. 1, dated December 31, 1994, to Amended
          and Restated Note Agreement, dated September 30, 1993,
          among Prudential, Pruco, the Company and Giant Arizona.
          Incorporated by reference to Exhibit 4.2 to the Company's
          Report on Form 10-K for fiscal year ended December 31,
          1994, File No. 1-10398.

 4.3      Letter Amendment No. 2, dated May 9, 1995, to Amended and
          Restated Note Agreement, dated September 30, 1993, among
          Prudential, Pruco, the Company and Giant Arizona.
          Incorporated by reference to Exhibit 4 to the Company's
          Report on Form 10-Q for the quarter ended September 30,
          1995, File No. 1-10398.

 4.4      Indenture, dated as of November 29, 1993 among the Company,
          as Issuer, the  Subsidiary Guarantors, as guarantors, and
          NBD Bank, National Association, as Trustee, relating to 
          $100,000,000 of 9 3/4% Senior Subordinated Notes due 2003.  
          Incorporated by reference to Exhibit 4.1 to the Company's 
          Current Report on Form 8-K dated November 29, 1993, File 
          No. 1-10398.

 4.5      Credit Agreement, dated October 4, 1995, among Giant
          Industries, Inc., as Borrower, Giant Industries Arizona,
          Inc., Ciniza Production Company, San Juan Refining Company,
          Giant Exploration & Production Company and Giant Four
          Corners, Inc., as Guarantors and Bank of America National
          Trust and Savings Association, as Agent, Bank of America
          Illinois, as a Bank and as Letter of Credit Issuing Bank
          and the Other Financial Institutions Parties hereto.
          Incorporated by reference to Exhibit 4.1 to the Company's
          Report on Form 8-K for the period October 4, 1995,
          File No. 1-10398.

 10.1     1989 Stock Incentive Plan of the Company.  Incorporated by
          reference to Exhibit 10.1 to the Company's Annual Report on
          Form 10-K for the fiscal year ended December 31, 1989,
          File No. 1-10398.                       

 10.2     Employee Stock Ownership Plan and Trust Agreement of the
          Company, as amended.  Incorporated by reference to Exhibit
          10.1 of the Company's Report on Form 10-Q for the quarter
          ended September 30, 1994, File No. 1-10398. 

 10.3     ESOP Substitute Excess Deferred Compensation Benefit Plan. 
          Incorporated by reference to Exhibit 10.8 to the Company's
          Annual Report on Form 10-K for the fiscal year ended
          December 31, 1992, File 1-10398. 

 10.4     Loan Agreement, dated December 20, 1991, between NBD Bank,
          National Association and Continental Bank, N.A.  as trustee
          under the Employee Stock Ownership Plan and Trust Agreement
          of the Company.  Incorporated by reference to Exhibit 10.7
          to the Company's Annual Report on Form 10-K for fiscal year
          ended December 31, 1991, File No. 1-10398. 

 10.5     Term Note for $2,896,831.80, dated December 20, 1991,
          between NBD Bank, National Association and the Employee
          Stock Ownership Plan and Trust Agreement of the Company. 
          Incorporated by reference to Exhibit 10.8 to the Company's
          Annual Report on Form 10-K for fiscal year ended
          December 31, 1991, File No. 1-10398. 

 10.6     Amended 1988 Restricted Stock Plan of the Company. 
          Incorporated by reference to Exhibit 10.3 Form S-1. 

 10.7     1989 Stock Option Plan of the Company.  Incorporated by
          reference to Exhibit 10.4 to Form S-1. 

 10.8     Form of Assignment of Oil & Gas and Mineral Leases between
          Mtrust Corp., N.A., Alexander P. Hixon and George C. Hixon,
          Trustees of the Elizabeth F. Hixon Trust, and Hixon
          Development Company.  Incorporated by reference to Exhibit
          10.12 to Form S-1.                      

 10.9     Form of Assignment of Overriding Royalty Interest between
          Mtrust Corp., N.A., Alexander P. Hixon and George C. Hixon,
          Trustees of the Elizabeth F. Hixon Trust, and Hixon
          Development Company.  Incorporated by reference to Exhibit
          10.13 to Form S-1.                      

 10.10    Purchase Agreement, dated November 29, 1990, between Giant
          Arizona and Prime Pinnacle Peak Properties Limited
          Partnership.  Incorporated by reference to Exhibit 10.16 of
          the Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1990, File No. 1-10398.             

 10.11    Escrow Instructions, dated January 7, 1991, between Prime
          Pinnacle Peak Properties Limited Partnership and Giant
          Arizona.  Incorporated by reference to Exhibit 10.17 of the
          Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1990, File No. 1-10398.             

 10.12    Agreement for Leasing of Service Station Site, dated
          March 1, 1991, between Giant Arizona and Prime Pinnacle Peak
          Properties Limited Partnership.  Incorporated by reference
          to Exhibit 10.18 of the Company's Annual Report on Form 10-K
          for the fiscal year ended December 31, 1990, File
          No. 1-10398.                            

 10.13    First Amendment to Agreement for Leasing of Service Station
          Site, dated March 1, 1991, between Giant Arizona and Prime
          Pinnacle Peak Properties Limited Partnership.  Incorporated
          by reference to Exhibit 10.18 to the Company's Annual Report
          on Form 10-K for the fiscal year ended December 31, 1992,
          File 1-10398.                           

 10.14    Purchase and Sale Agreement, dated as of May 7, 1991,
          between New Bank of New England N.A., Den Norske Bank,
          Kansallis--Osake--Pankki--and Portales Energy Company, Inc.
          and the Company.  Incorporated by reference to Exhibit 10.4
          to the Company's Report on Form 10-Q for the quarter ended
          June 30, 1991, File No. 1-10398.        

 10.15    Aircraft Lease Purchase Agreement, dated as of June 21,
          1991, between Metlife Capital Corporation and the Company. 
          Incorporated by reference to Exhibit 10.1 to the Company's
          Report on Form 10-Q for the quarter ended June 30, 1991,
          File No. 1-10398.       

 10.16    Promissory Note for $600,000, dated December 1, 1988, from
          JEA to Metlife Capital Corporation ("Metlife"). 
          Incorporated by reference to Exhibit 10.38 to Form S-1.     

 10.17    Promissory Note for $825,000, dated December 20, 1988, from
          JEA to Metlife.  Incorporated by reference to Exhibit 10.39
          to Form S-1.                            

 10.18    Promissory Note for $750,000, dated December 28, 1987, from
          JEA to Metlife.  Incorporated by reference to Exhibit 10.40
          to Form S-1. 

 10.19    Promissory Note for $825,000, dated June 28, 1988, from JEA
          to Metlife.  Incorporated by reference to Exhibit 10.41 to
          Form S-1. 

 10.20    Promissory Note for $900,000, dated August 31, 1988, from
          JEA to Metlife.  Incorporated by reference to Exhibit 10.42
          to Form S-1. 

 10.21    Promissory Note for $1,125,000, dated April 21, 1989, from
          JEA to Metlife.  Incorporated by reference to Exhibit 10.43
          to Form S-1. 

 10.22    Promissory Note for $1,087,500, dated December 30, 1988,
          from JEA to Metlife.  Incorporated by reference to Exhibit
          10.44 to Form S-1. 

 10.23    Promissory Note for $1,082,900, dated December 30, 1988,
          from JEA to Metlife.  Incorporated by reference to Exhibit
          10.45 to Form S-1. 

 10.24*   Sales Agreement, dated June 6, 1989, between Giant Arizona
          and Mobil Oil Corporation.  Incorporated by reference to
          Exhibit 10.47 to Amendment No. 2. 

 10.25*   Amendment, dated April 20, 1990, to Sales Agreement, dated
          June 6, 1989, between Giant Arizona and Mobil Oil
          Corporation.  Incorporated by reference to Exhibit 10.51 of
          the Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1990, File No. 1-10398. 

 10.26*   Sales Agreement, dated February 10, 1989, between Giant
          Arizona and Conoco Inc. Incorporated by reference to Exhibit
          10.48 to Amendment No. 2. 

 10.27*   Crude Oil and Condensate Sales and Purchase Agreement, dated
          August 1, 1994, between Meridian Oil Trading Inc. (Seller)
          and Giant Refining Company, a division of Giant Industries
          Arizona, Inc. (Buyer).  Incorporated by reference to Exhibit 
          10.27 to the Company's Report on Form 10-K for fiscal year 
          ended December 31, 1994, File No. 1-10398.

 10.28*   Natural Gas Liquids Sales and Purchase Agreement, dated
          October 27, 1994, between Meridian Oil Hydrocarbons Inc.
          and Giant Refining Company, a division of Giant Industries
          Arizona, Inc.  Incorporated by reference to Exhibit 10.28 to 
          the Company's Report on Form 10-K for fiscal year ended 
          December 31, 1994, File No. 1-10398.

 10.29*   Natural Gasoline Purchase and Sale Agreement, dated
          September 1, 1990, between Sunterra Gas Processing Company
          and Giant Arizona.  Incorporated by reference to Exhibit
          10.57 of the Company's Annual Report on Form 10-K for the
          fiscal year ended December 31, 1990, File No. 1-10398. 

 10.30    Employment Agreement, dated as of November 16, 1989, between
          James E. Acridge and the Company.  Incorporated by reference
          to Exhibit 10.52 to Amendment No. 2.    

 10.31    Employment Agreement, dated as of November 16, 1989, between
          Fredric L. Holliger and the Company.  Incorporated by
          reference to Exhibit 10.53 to Amendment No. 2.   

 10.32    Employment Agreement, dated as of August 1, 1990 between
          Morgan Gust and the Company.  Incorporated by reference to
          Exhibit 10.64 of the Company's Annual Report on Form 10-K
          for the fiscal year ended December 31, 1990, File
          No. 1-10398.                            

 10.33    Consulting Agreement, dated January 1, 1990, between the
          Company and Kalen and Associates.  Incorporated by reference
          to Exhibit 10.66 of the Company's Annual Report on Form 10-K
          for the fiscal year ended December 31, 1990, File
          No. 1-10398.                            

 10.34    Consulting Agreement, dated March 12, 1992, between the
          Company and Geddes and Company.  Incorporated by reference
          to Exhibit 10.1 to the Company's Report on Form 10-Q for the
          quarter ended June 30, 1992, File No. 1-10398.         

 10.35    Giant Industries, Inc. and Affiliated Companies 401(k) Plan. 
          Incorporated by reference to Exhibit 10.46 to Amendment No.
          2 to the Form S-3 Registration Statement under the Securities 
          Act of 1933 as filed November 12, 1993, File No. 33-69252.

 11.1**   Statement regarding computation of earnings per share. 

 18.1     Letter regarding change in accounting principles. 
          Incorporated by reference to Exhibit 18.1 of the Company's
          Annual Report on Form 10-K for the fiscal year ended
          December 31, 1990, File No. 1-10398.    

21.1**    Subsidiaries of the Company.            

23.1**    Consent of Malkewicz Hueni Associates, Inc.

23.2**    Consent of LaRoche, Swindell & Associates.

23.3**    Consent of Deloitte & Touche LLP to incorporate reports in
          previously filed Registration Statement.

27  **    Financial Data Schedule.

99.1**    Information required by Rule 15d-21 under the Securities Act
          of 1934 for the year ended December 31, 1995 for the Giant
          Industries, Inc. and Affiliated Companies Employee Stock
          Ownership Plan.

  *Certain information contained in these documents has been afforded
   confidential treatment.
 **Filed herewith.