EXHIBIT 10.31

















                    GIANT INDUSTRIES, INC.

                   1998 PHANTOM STOCK PLAN



<PAGE>
                     GIANT INDUSTRIES, INC.
                    1998 PHANTOM STOCK PLAN

SECTION 1.     GENERAL PURPOSE OF PLAN; DEFINITIONS.

          The name of this plan is the Giant Industries, Inc. 1998
Phantom Stock Plan (the "Plan").  The Plan was adopted by the Board of
Giant Industries, Inc. (the "Company") on December 11, 1997 to become
effective on January 30, 1998.  The purpose of the Plan is to enable
the Company and its Subsidiaries to obtain and retain competent
personnel who will contribute to the Company's success by their
ability, ingenuity and industry and to provide incentives to the
participating officers and other key employees that are linked
directly to increases in stockholder value and will therefore inure to
the benefit of all stockholders of the Company.

          For purposes of the Plan, the following terms shall be
defined as set forth below:

          (a)     "BOARD" means the Board of Directors of the Company.

          (b)     "CODE" means the Internal Revenue Code of 1986, as
amended from time to time, or any successor thereto.

          (c)     "COMMITTEE" means the Compensation Committee of the
Board, or any other committee the Board may subsequently appoint to
administer the Plan.

          (d)     "COMPANY" means Giant Industries, Inc., a
corporation organized under the laws of the State of Delaware (or any
successor corporation).

          (e)     "DISABILITY" means permanent and total disability as
determined under the Company's disability program.

          (f)     "EFFECTIVE DATE" shall mean the date provided in
Section 10.

          (g)     "ELIGIBLE EMPLOYEE" means an employee of the Company
or any Subsidiary eligible to participate in the Plan pursuant to
Section 4.

          (h)     "FAIR MARKET VALUE" means, as of any given date,
with respect to any awards granted hereunder, at the discretion of the
Committee and subject to such limitations as the Committee may impose,
(A) the closing sale price of the Stock on such date as reported in
the Midwestern Edition of the Wall Street Journal Composite Tape or
(B) the average on such date of the closing price of the Stock on each
day on which the Stock is traded over a period of up to 20 trading
days immediately prior to such date.

          (i)     "NONEMPLOYEE DIRECTOR" means a member of the Board
who: (i) is not at the time in question an officer or employee of the
Company or any Subsidiary, (ii) has not received compensation for
serving as a consultant or in any other non-director capacity or had
an interest in any transaction with the Company or any Subsidiary that
would exceed the $60,000 threshold for which disclosure would be
required under Item 404(a) of Regulation S-K, or (iii) has not been
engaged through another party in a business relationship with the
Company or any Subsidiary that would be disclosable under Item 404(b)
of Regulation S-K.

          (j)     "PARENT CORPORATION" means any corporation (other
than the Company) in an unbroken chain of corporations ending with the
Company, if each of the corporations other than the Company owns stock
possessing 50% or more of the combined voting power of all classes of
stock in one of the other corporations in the chain.

          (k)     "PARTICIPANT" means any Eligible Employee selected
by the Committee, pursuant to the Committee's authority in Section 2
below, to receive grants of Phantom Stock.

          (l)     "PHANTOM STOCK" means the right pursuant to an award
granted under Section 5 below to receive an amount equal to the
difference between (i) the Fair Market Value, as of the date such
Phantom Stock or portion thereof is surrendered, of the shares of
Stock covered by such right or such portion thereof, and (ii) the
aggregate exercise price of such right or such portion thereof,
together with all dividends attributable to the Phantom Stock during
the period from grant until exercise.  Each Phantom Stock unit shall
be equivalent to one share of Stock.

          (m)     "RETIREMENT" means retirement from active employment
with the Company or any Subsidiary on or after the retirement date
specified in the applicable Company pension plan.

          (n)     "STOCK" means the common stock, $.01 par value, of
the Company.

          (o)     "SUBSIDIARY" means any corporation (other than the
Company) in an unbroken chain of corporations beginning with the
Company if each of the corporations (other than the last corporation
in the unbroken chain) owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the other
corporations in the chain.

SECTION 2.     ADMINISTRATION.

          The Plan shall be administered by the Board or by a
Committee of not less than two Nonemployee Directors who shall be
appointed by the Board and who shall serve at the pleasure of the
Board.  For purposes of this Plan, the terms "Committee" and "Board"
are used interchangeably.

          The Committee shall have the power and authority to grant
Phantom Stock to Eligible Employees, pursuant to the terms of the
Plan.

          In particular, the Committee shall have the authority:

          (a)     To select those employees of the Company who are
Eligible Employees;

          (b)     To determine the terms and conditions, not
inconsistent with the terms of the Plan, of any award granted
hereunder; and

          (c)     To determine the terms and conditions, not
inconsistent with the terms of the Plan, which shall govern all
written instruments evidencing the Phantom Stock units.

          The Committee shall have the authority to adopt, alter and
repeal such administrative rules, guidelines and practices governing
the Plan as it shall from time to time deem advisable; to interpret
the terms and provisions of the Plan and any award issued under the
Plan (and any agreements relating thereto); and to otherwise supervise
the administration of the Plan.

          All decisions made by the Committee pursuant to the
provisions of the Plan shall be final and binding on all persons,
including the Company and the Participants.

SECTION 3.     PHANTOM STOCK SUBJECT TO THE PLAN.

          The total number of Phantom Stock units reserved and
available for issuance under the Plan shall be 250,000.

          To the extent that a Phantom Stock unit expires, is
forfeited or is otherwise terminated without being exercised, such
Phantom Stock unit shall again be available for issuance in connection
with future awards under the Plan.

          In the event of any merger, reorganization, consolidation,
recapitalization, Stock dividend, or other change in corporate
structure affecting the Stock, a substitution or adjustment shall be
made in (i) the aggregate number of Phantom Stock units reserved for
issuance under the Plan, and (ii) the exercise price of the Phantom
Stock units granted under the Plan as may be determined by the
Committee, in its sole discretion, provided that the Phantom Stock
units subject to any award shall always be a whole number.  Such other
substitutions or adjustments shall be made as may be determined by the
Committee, in its sole discretion.

SECTION 4.     ELIGIBILITY.

          Officers and other key employees of the Company or
Subsidiaries who are responsible for or contribute to the management,
growth and/or profitability of the business of the Company or its
Subsidiaries shall be eligible to be granted Phantom Stock hereunder.
The Participants under the Plan shall be selected from time to time by
the Committee, in its sole discretion, from among Eligible Employees
recommended by the senior management of the Company, and the Committee
shall determine, in its sole discretion, the number of Phantom Stock
units awarded.

SECTION 5.     PHANTOM STOCK AWARDS.

          (a)     TERMS AND CONDITIONS.  Awards of Phantom Stock shall
be subject to such terms and conditions, not inconsistent with the
provisions of the Plan, as shall be determined from time to time by
the Committee, including the following:

               (i)     EXERCISE; VESTING.  Phantom Stock shall be
exercisable at such time or times and subject to such terms and
conditions as shall be determined by the Committee at or after grant;
provided, however, that Phantom Stock shall not be exercisable during
the first six months after grant, except that this limitation shall
not apply in the event of death or Disability of the recipient of the
Phantom Stock prior to the expiration of the six-month period.  The
Committee is empowered to establish vesting requirements, if any, with
each grant.

               (ii)     TERM.  The term of each Phantom Stock unit
shall be fixed by the Committee, but no Phantom Stock unit shall be
exercisable more than ten years after the date such unit is granted.
If an employee owns or is deemed to own (by reason of the attribution
rules of Section 425(d) of the Code) more than 10% of the combined
voting powers of all classes of stock of the Company or any Parent
Corporation or Subsidiary and Phantom Stock is granted to such
employee, the term of such unit (to the extent required by the Code at
the time of grant) shall be no more than five years from the date of
grant.

               (iii)     VALUE OF UNITS.  Upon the exercise of a
Phantom Stock unit, a recipient shall be entitled to receive up to,
but not more than, an amount in cash (or at the election of the
Committee shares of Stock or any combination of cash or shares of
Stock) equal in value to the sum of (A) the excess of the Fair Market
Value of one share of Stock over the exercise price per share
specified in the Phantom Stock award, and (B) all dividends
attributable to one share of Stock during the period from grant until
exercise, which sum shall be multiplied by the number of shares in
respect to which the Phantom Stock unit is being exercised, with the
Committee having the right to determine the form of payment.

               (iv)     TERMINATION BY DEATH.  If an employee's
employment with the Company or any Subsidiary terminates by reason of
death, the Phantom Stock may thereafter be immediately exercised, to
the extent then exercisable (or on such accelerated basis as the
Committee shall determine at or after grant), by the legal
representative of the estate or by the legatee of the employee under
the will of the employee, for a period of one year (or such shorter
period as the Committee shall specify at grant) from the date of such
death or until the expiration of the stated term of such Phantom Stock
unit, whichever period is shorter.

               (v)     TERMINATION BY REASON OF DISABILITY.  If an
employee's employment with the Company or any Subsidiary terminates by
reason of Disability, any Phantom Stock held by such employee may
thereafter be exercised, to the extent it was exercisable at the time
of such termination (or on such accelerated basis as the Committee
shall determine at the time of grant), for a period of one year (or
such shorter period as the Committee shall specify at grant) from the
date of such termination of employment or until the expiration of the
stated term of such Phantom Stock unit, whichever period is shorter;
provided, however, that, if the employee dies within such one-year
period (or such shorter period as the Committee shall specify at
grant) and prior to the expiration of the stated term of such Phantom
Stock unit, any unexercised Phantom Stock unit held by such employee
shall thereafter be exercisable to the extent to which it was
exercisable at the time of death for a period of twelve months (or
such shorter period as the Committee shall specify at grant) from the
time of death or until the expiration of the stated term of such
Phantom Stock unit, whichever period is shorter.

               (vi)     RETIREMENT OR OTHER TERMINATION.  Except as
otherwise provided in this paragraph, unless otherwise determined by
the Committee, if an employee's employment with the Company or any
Subsidiary terminates as a result of Retirement or for any reason
other than death or Disability, the Phantom Stock may be exercised
until the earlier to occur of (A) three months from the date of such
termination or Retirement, or (B) the expiration of such Phantom Stock
unit term.

          (b)     ESTABLISHMENT OF ACCOUNTS.  Phantom Stock units
granted under this Plan will be credited to a memorandum account
maintained by the Company in the name of the recipient as of the date
of grant.  The account will be credited quarterly with an amount
determined by multiplying the number of Phantom Stock units credited
to each account by the per-share dividend (if any) paid during the
quarter by the Company on the Stock.

SECTION 6.     AMENDMENT AND TERMINATION.

          The Board may amend, alter or discontinue the Plan, but no
amendment, alteration, or discontinuation shall be made which would
impair the rights of the Participant under any award theretofore
granted without such Participant's consent.  The Committee may amend
the terms of any award theretofore granted, prospectively or
retroactively, but, subject to Section 3 above, no such amendment
shall impair the rights of any holder without his or her consent.  The
approval of the stockholders shall not be required for any amendment,
alteration or discontinuation of this Plan unless specifically
required by law or by the rules and regulations of the New York Stock
Exchange.

SECTION 7.     UNFUNDED STATUS OF PLAN.

          The Plan is intended to constitute an "unfunded" plan for
incentive compensation.  With respect to any payments not yet made to
a Participant by the Company, nothing contained herein shall give any
such Participant any rights that are greater than those of a general
creditor of the Company.

SECTION 8.     CHANGE OF CONTROL.

          The following acceleration and valuation provisions shall
apply in the event of a "Change of Control" as defined in
paragraph (b) of this Section 8:

          (a)     CONSEQUENCES OF CHANGE OF CONTROL.  In the event of
a "Change of Control," unless otherwise determined by the Committee or
the Board in writing at or after grant, but prior to the occurrence of
such Change in Control:

               (i)     all Phantom Stock units outstanding shall
become fully exercisable and vested; and

               (ii)     the value of all outstanding Phantom Stock
units shall, to the extent determined by the Committee at or after
grant, be cashed out on the basis of the "Change of Control Price" (as
defined in paragraph (c) of this Section 8) as of the date the Change
of Control occurs or such other date as the Committee may determine
prior to the Change of Control.

          (b)     DEFINITION OF "CHANGE OF CONTROL".  For purposes of
paragraph (a) of this Section 8, a "Change of Control" shall be deemed
to have occurred if:

               (i)     any "person," as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") (other than the Company; any trustee or other
fiduciary holding securities under an employee benefit plan of the
Company; any company owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as
their ownership of Stock of the Company; or James E. Acridge, his wife
or widow, his lineal descendants and his heirs, devisees and donees,
and trusts created by him, inter vivos or by will, for the benefit of
such persons or for the benefit of charitable or educational
institutions), is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 25% or more of the combined
voting power of the Company's then outstanding securities;

               (ii)     during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board,
and any new director (other than a director designated by a person who
has entered into an agreement with the Company to effect a transaction
described in clause (i), (iii) or (iv) of this Section 8(b)) whose
election by the Board or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds of the
directors at the beginning of the period or whose election or
nomination for election was previously so approved (hereinafter
referred to as "Continuing Directors"), cease for any reason to
constitute at least a majority thereof;

               (iii)     the stockholders of the Company approve a
merger or consolidation of the Company with any other corporation,
other than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than
80% of the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after such
merger or consolidation; provided, however, that a merger or
consolidation effected to implement a recapitalization of the Company
(or similar transaction) in which no "person" (as hereinabove defined)
acquires more than 25% of the combined voting power of the Company's
then outstanding securities shall not constitute a "Change of Control"
of the Company; or

               (iv)     the stockholders of the Company approve a plan
of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the
Company's assets.

          (c)     DEFINITION OF "CHANGE OF CONTROL PRICE".  For
purposes of this Section 8, "Change of Control Price" means the higher
of (i) the highest price per share paid or offered in any transaction
related to a Change of Control of the Company, or (ii) the highest
price per share paid in any transaction reported on the exchange on
which the Stock is traded, at any time during the preceding 60-day
period as determined by the Committee.

SECTION 9.     GENERAL PROVISIONS.

          (a)     LEGENDS.  All certificates for shares of Stock, if
any, delivered under the Plan shall be subject to such stop-transfer
orders and other restrictions as the Committee may deem advisable
under the rules, regulations, and other requirements of the Securities
and Exchange Commission, any stock exchange upon which the Stock is
then listed, and any applicable Federal or state securities law, and
the Committee may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions.

          (b)     OTHER PLANS; NO RIGHT TO CONTINUED EMPLOYMENT.
Nothing contained in the Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to stockholder
approval if such approval is required; and such arrangements may be
either generally applicable or applicable only in specific cases.  The
adoption of the Plan shall not confer upon any employee of the Company
or any Subsidiary any right to continued employment with the Company
or a Subsidiary, as the case may be, nor shall it interfere in any way
with the right of the Company or a Subsidiary to terminate the
employment of any of its employees at any time.

          (c)     TAXES.  Each Participant shall, no later than the
date as of which the value of an award first becomes includible in the
gross income of the Participant for Federal income tax purposes, pay
to the Company, or make arrangements satisfactory to the Committee
regarding payment of, any Federal, state, or local taxes of any kind
required by law to be withheld with respect to the award.  The
obligations of the Company under the Plan shall be conditional on such
payment or arrangements, and the Company (and, where applicable, its
Subsidiaries) shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment of any kind otherwise due to
the Participant.

          (d)     INDEMNIFICATION.  No member of the Board or the
Committee, nor any officer or employee of the Company acting on behalf
of the Board or the Committee, shall be personally liable for any
action, determination, or interpretation taken or made in good faith
with respect to the Plan, and all members of the Board or the
Committee and each and any officer or employee of the Company acting
on their behalf shall, to the extent permitted by law, be fully
indemnified and protected by the Company in respect of any such
action, determination or interpretation.

          (e)     RULE 16B-3 COMPLIANCE.  With respect to persons
subject to Section 16 of the Securities Exchange Act of 1934 (the
"1934 Act"), transactions under this Plan are intended to comply with
all applicable conditions of Rule 16b-3 or its successors under the
1934 Act.  To the extent any provisions of the Plan or action by the
Committee or Board fails to so comply, it shall be deemed null and
void, to the extent permitted by law and deemed advisable by the
Committee or Board.

          (f)     DELEGATION.  The Committee or Board may delegate to
an officer of the Corporation the authority to make decisions pursuant
to this Plan provided that no such delegation may be made that would
cause any award or other transaction under the Plan to cease to be
exempt from Section 16(b) of the 1934 Act.  The Committee may
authorize any one or more of its members or any officer of the Company
to execute and deliver documents on behalf of the Committee.

SECTION 10.     EFFECTIVE DATE OF PLAN.

          The Plan becomes effective on January 30, 1998.

SECTION 11.     TERM OF PLAN.

          No Phantom Stock shall be granted pursuant to the Plan on or
after the tenth anniversary of the Effective Date, but awards
previously granted may extend beyond that date.

                            COMPENSATION COMMITTEE

                            /s/ Richard T. Kalen, Jr.
                            _____________________________
                            Richard T. Kalen, Jr.
                            Chairman