UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC  20549
                                 FORM 10-K
(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [FEE REQUIRED] for fiscal year ended December 31,
     1996

                                    OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
          For the transition period from _____________ to _____________

                      Commission File Number  0-24850

                               GIANT CEMENT HOLDING, INC.
          (Exact name of registrant as specified in its charter)

           Delaware                                   57-0997411
 (State or other jurisdiction           (I.R.S. Employer Identification No.)
        of incorporation)

           320-D Midland Parkway, Summerville, South Carolina  29485
           (Address of principal executive offices)         (Zip Code)

    Registrant's telephone number, including area code:  (803) 851-9898

                                                           Name of Each Exchange
Securities registered pursuant to    Title of Each Class   on Which Registered
                                     -------------------   ---------------------
   Section 12(b) of the Act:         Common Stock, $.01    Nasdaq -- NMS
                                     Par Value

   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 [ ]

   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 the Registrant's knowledge, in definitive  proxy
or  information statements incorporated by reference in Part  III  of  this
Form 10-K or any amendment to this Form 10-K. [X]

   As  of  March   21,  1997, 9,529,277 shares of the  Registrant's  Common
Stock,  par  value $.01 per share, were outstanding.  The aggregate  market
value of the Registrant's Common Stock held by non-affiliates (based on the
closing  price  on  the  Nasdaq Stock Market    on  March   21,  1997)  was
approximately $154.9 million.

               DOCUMENTS INCORPORATED BY REFERENCE

     Specified portions of the Company's 1996 Annual Report to Stockholders
     are incorporated by reference into Part II hereof.
     Specified portions of the Company's definitive Proxy Statement for the
     May  13,  1997  Annual  Meeting of  Stockholders are  incorporated  by
     reference into Part III hereof.
     Exhibit Index located at Page 15 herein.

<PAGE>

                        TABLE OF CONTENTS

PART I
------
     Item 1.   Business

     Item 2.   Properties

     Item 3.   Legal Proceedings

     Item 4.   Submission of Matters to a Vote of Security Holders


PART II
-------
     Item 5.   Market  for  the  Registrant's  Common  Equity  and  Related
               Stockholder Matters

     Item 6.   Selected Financial Data

     Item 7.   Management's Discussion and Analysis of Financial  Condition
               and Results of Operations

     Item 8.   Financial Statements and Supplementary Data

     Item 9.   Changes  in and Disagreements with Accountants on Accounting
               and Financial Disclosures

PART III
--------
     Item 10.  Directors and Executive Officers of the Registrant

     Item 11.  Executive Compensation

     Item 12.  Security   Ownership  of  Certain  Beneficial   Owners   and
               Management

     Item 13.  Certain Relationships and Related Transactions


PART IV
-------
     Item 14.  Exhibits, Financial Statement Schedules and Reports on 8-K

                                       2

<PAGE>

                             PART I
                             ------

ITEM 1.   BUSINESS

General Development of Business

     Giant Cement Holding, Inc.  (herein referred to as "the Company" on  a
consolidated  basis or "GCHI" on a separate company basis) was incorporated
under  the  laws  of  the  state of Delaware in April  1994.   The  Company
manufactures  a  complete  line of portland and  masonry  cements  used  in
residential, commercial, and infrastructure construction applications.  The
Company's  manufacturing facilities have an aggregate rated annual  clinker
capacity of approximately 1.4 million tons, ranking it as the 15th  largest
producer of cement in the United States.

      In  September  1994, 10,000,000 shares  of common stock of GCHI  were
sold to the public in an initial public offering. The offering resulted  in
GCHI  and  its  subsidiaries being spun-off from  its  predecessor  parent.
GCHI's primary subsidiaries have been in operation since 1883 and 1928.

     In  December  1996,  the Company entered into a Letter  of  Intent  to
acquire  three  light weight aggregate manufacturing plants, five  concrete
block  plants  and  a  drum processing/fuel blending facility  from  Solite
Corporation, a privately held manufacturer.  The acquisition is subject  to
finalization of a definitive agreement and, among other matters,  approvals
by  various  regulatory authorities.  If completed, the acquisition  (which
would  be  accounted  for  as a purchase) would require  approximately  $38
million   which  would  likely   be  financed  through  the   issuance   of
approximately 1.3 million common shares to the stockholders of the acquired
operations   and  bank borrowings of approximately $18 million.  Additional
shares  of common stock and cash would be payable over a three-year period,
contingent upon the acquired operations achieving certain earnings levels.

     The Solite operations the Company intends to acquire are located 3  in
Virginia,  North  Carolina and Alabama.  The acquisition could  expand  the
Company's  existing construction material product lines as well  as  expand
the Company's resource recovery service capabilities.

Financial Information About Industry Segments.

     GCHI  and  its subsidiaries are involved in a single business  segment
which  includes the domestic manufacture and sale of portland  and  masonry
cements  and  related aggregates.  The Company derives  revenues  from  the
sales   of  products,  primarily  cement  and  to  a  much  lessor   extent
construction aggregates, as well as from the provision of resource recovery
services.   Resource  recovery services revenue is primarily  derived  from
third  parties that pay the Company to utilize their waste as  fuel,  which
additionally  reduces  the cost of traditional fossil  fuels  used  in  the
manufacture  of cement.  Due to the nature of the Company's operations  and
the  fact  that the burning of waste-derived fuels is inseparable from  the
manufacture of cement, it is impractical to disaggregate the costs of sales
and services by revenue classification.

     Information concerning the Company's net sales, operating  income  and
assets  for  each of the years in the three-year period ended December  31,
1996  is included under "Five-Year Summary of Consolidated Financial  Data"
in the 1996 Annual Report.

Narrative Description of Business

     The  Company  owns  and  operates two limestone  quarries  and  cement
manufacturing facilities through its wholly-owned subsidiaries Giant Cement
Company ("Giant") and Keystone Cement Company ("Keystone").  Giant, located
in  Harleyville, South Carolina, serves the South-Atlantic  region  of  the
United  States  and  Keystone, located in Bath,  Pennsylvania,  serves  the
Middle-Atlantic region.  The Company pioneered resource recovery techniques
for use in the manufacturing of cement in the late 1970's and is one of the
largest users of waste-derived fuels in the cement industry.

                                       3

<PAGE>

     Operations.  Giant  was  founded in 1883 and commenced  operations  in
Harleyville, South Carolina in 1947.  Giant owns approximately 2,100  acres
of land in Harleyville, where its cement production facilities and 230-acre
limestone quarry are located.  The Company presently estimates that Giant's
limestone  reserves  are  adequate to meet its plant  requirements  for  in
excess of 50 years.  Giant has four wet process kilns with a combined rated
annual  clinker capacity of approximately 840,000 tons and a  manufacturing
plant  with  an  annual  finish grinding capacity of approximately  950,000
tons.

     Keystone, founded in 1928, owns approximately 1,000 acres of  land  in
Bath,  Pennsylvania,  in  the Lehigh Valley region approximately  60  miles
north  of  Philadelphia.   Keystone obtains the cement  rock  used  in  its
production  from  its  200-acre limestone quarry located  adjacent  to  its
plant.   The Company presently estimates that Keystone's limestone reserves
are adequate to meet its plant requirements for in excess of 50 years.  The
two  wet process kilns used in Keystone's operations have a combined  rated
annual clinker capacity of approximately 600,000 tons and its manufacturing
plant has an annual finish grinding capacity of approximately 750,000 tons.

     Rated   annual  clinker  capacity  is  based  upon  the  cement   kiln
manufacturer's  specifications.  The Company's  historical  annual  clinker
production has not exceeded 1.3 million tons.

     In  addition to limestone, the other principal raw materials  used  in
the  manufacturing of cement are silica, alumina, iron oxide,  and  gypsum,
which  are purchased from various suppliers.  Management believes that  the
supply  of  these  raw materials will be adequate to permit  production  at
planned capacities for the foreseeable future.

     Products.   The  Company  principally  manufactures  a  full  line  of
portland  cement,  which  is  the fundamental binding  agent  in  concrete.
Giant's  cement has a low alkali content, a characteristic favored for  use
by  federal  and state governments on certain projects due to  its  minimal
reaction  with  soil and other aggregates.  Keystone also produces  limited
quantities  of low alkali cement.  The Company believes  that  Keystone  is
the only cement manufacturer currently producing a low alkali cement within
a  100  mile radius of the Keystone plant.  In addition to portland cement,
the  Company  manufactures masonry cement, which is used in the preparation
of  mortar  used  in  block  and brick masonry.  The  Company  also  mines,
crushes,  screens, and sells various sizes of stone and  gravel,  known  as
aggregates,  to  the  construction industry for use in  paving,  road  base
material,  and  assorted  small  volume  applications.   Additionally,  the
Company  markets cement kiln dust ("CKD")  and, occasionally, a  customized
blend  of  CKD  and  cement under the registered trade  name  "StableSorb."
StableSorb  is utilized by construction, remediation, and other contractors
for the purpose of solidifying soil, wastes, and other materials.

     Cement is made in a multi-stage process that begins with the crushing,
grinding,  and mixing of calcium (usually in the form of quarried limestone
or  "cement rock"), silica, alumina, iron oxide, and other materials.  This
raw  material  is  then  processed  in a  rotary  kiln  at  extremely  high
temperatures,  causing  it to undergo a chemical reaction.   The  resulting
marble-sized, pellet-like material (known as "clinker") is then cooled  and
ground with a small quantity of gypsum to produce cement.

     Marketing and Distribution.  The Company markets its products to ready-
mix  concrete  plants,  concrete product manufacturers,  building  material
dealers,  construction contractors, and state and local government agencies
through  its  experienced sales force.  Approximately 85% of the  Company's
cement  is  sold  in  bulk, primarily to ready-mix  and  concrete  products
manufacturers,  with  the  remainder  sold  in  individually  packed  bags,
primarily to building materials dealers.

                                       4

<PAGE>

     South-Atlantic Region.  Giant's market area covers most of the  South-
Atlantic  region of the United States, from southern Virginia  to  southern
Georgia. The South-Atlantic region is one of the largest cement markets  in
the  United States in terms of cement consumption.  Giant's sales are  most
heavily concentrated in North and South Carolina, with the remainder of its
sales in Georgia and southern Virginia.

     Middle-Atlantic Region.  Keystone's market area, which covers most  of
the   Middle-Atlantic  region  of  the  United  States,  includes   eastern
Pennsylvania,  southeastern New York, New Jersey, western Connecticut,  and
portions  of  Delaware  and Maryland.  Keystone's sales  are  most  heavily
concentrated  in  eastern  Pennsylvania, southeastern  New  York,  and  New
Jersey,  with  the  remainder  of its sales in Connecticut,  Delaware,  and
Maryland.

     Sales  Practices  and  Distribution. The Company  has  more  than  500
customers, the majority of which have been doing business with the  Company
for more than five years.  No single customer accounted for 10% or more  of
the  Company's cement sales during 1996, and the Company believes that  the
loss of any single customer would not have a material adverse effect on the
Company's financial condition or results of operations.

     The  Company,  following  the sales practices  characteristic  of  its
industry,  does  not  provide  the right to  return  nonfaulty  product  or
extended payment terms to customers in the ordinary course of business.  As
is  customary  in the industry, the Company does not typically  enter  into
long-term  sales  contracts,  except with  respect  to  major  construction
projects.  Because the needs of its customers are generally short  term  in
nature, backlog orders are not significant in the cement industry.

     The production facilities of both Keystone and Giant are located near,
and  served by, major rail transportation lines, which provide ready access
for  transporting cement to the Company's customers or terminals.  In 1996,
Giant  delivered  a  substantial portion of  its  product  by  rail  either
directly  to its customers or to its terminals where the product is  picked
up  by  customers.  At Keystone, almost all product is shipped  via  truck,
with  a substantial amount being picked up by customer-owned trucks.   Both
Giant and Keystone have good relations with contract carriers which operate
fleets  of  trucks to provide quick delivery, on demand, to  the  Company's
customers requesting truck deliveries.

     To  meet the needs of its customers in the South-Atlantic market area,
Giant  operates one terminal and three distribution warehouses, with annual
throughput  capacity  of approximately 165,000 finished  tons,  and  25,000
square  feet of storage capacity for bagged product.  Giant began upgrading
its  Durham,  NC terminal facilities during 1994 to improve efficiency  and
distribution capabilities, and completed the upgrade in March 1995.

     General  and  Regional Economic Conditions.  Demand for the  Company's
products  is directly related to activity in the construction industry  and
general economic conditions.  Various economic factors beyond the Company's
control  affect cement consumption, including the level of new residential,
commercial  and  infrastructure construction activity, which  are  in  turn
affected by movement in interest rates, the availability of short and long-
term  financing  and  the availability of public funds  for  infrastructure
projects.   Accordingly,  adverse  economic  conditions  in  the  Company's
markets  or  a  worsening  of  general or local economic  conditions  could
adversely affect the Company's  operating results.  Cement  demand  reached
a  cyclical  low in 1991, and, as a consequence, the Company experienced  a
decline  in  sales  in 1991.  Demand was flat to slightly  higher  in  most
regions  of the country during 1992 and increased in 1993, 1994, 1995   and
1996  to  record  levels for U.S. cement  consumption.  While  U.S.  cement
consumption  was at record levels in 1996 and exceeded U.S.  supply,  there
can  be  no  assurance that increased cement demand will continue  or  that
demand will remain at current levels.

                                       5

<PAGE>

     Competition.    Due  to  the lack of product differentiation  and  the
commodity  nature  of  cement, the cement industry is  highly  competitive.
Competition is based largely on price and, to a lesser extent, quality  and
service.   The Company competes with national and regional cement producers
in  its  markets.   Many of the Company's competitors are larger  and  have
significantly  greater resources than the Company.   The  prices  that  the
Company  charges  its  customers are not likely to be materially  different
from   the   prices  charged  by  other  producers  in  the  same  markets.
Accordingly, profitability in the cement industry is generally dependent on
the  level  of cement demand and on a cement producer's ability to  contain
operating  costs.  Prices are subject to material changes  in  response  to
relatively  minor  fluctuations  in supply  and  demand,  general  economic
conditions  and  other  market  conditions beyond  the  Company's  control.
Prior  to 1993, cement prices in the United States, including the Company's
markets, had fallen and remained depressed for several years, primarily due
to  the  economic  recession  and competition  from  lower  priced  foreign
imports.  Although the Company has been able to increase its cement  prices
during 1994, 1995 and 1996, there can be no assurance that prices will  not
decline in the future.

     There are 11 companies in the South-Atlantic region which compete with
Giant  in  some portion of its market, including three direct  competitors,
two of which compete throughout its market area.  There are 15 companies in
the  Middle-Atlantic region which compete with Keystone in some portion  of
its  market,  including  five  direct primary  competitors.    The  Company
believes  that  Keystone is the only cement plant currently  producing  low
alkali  cement  in  its  immediate  market  area.   Additionally,  none  of
Keystone's  direct  competitors are currently permitted to  utilize  waste-
derived fuel as an alternative source of fuel.

     During  the  latter part of the 1980's, an influx of low-price  cement
imports  caused prices to deteriorate in many domestic markets.  A  portion
of  the  market served by Keystone  may be directly subject to  imports  of
foreign  cement which can affect pricing in all of its market  areas.   The
market  areas  served by Giant are also impacted indirectly by  imports  of
foreign  cement.  Imports declined significantly from 1987  to  1992.   The
Company   believes  the  decline  was  the  result  of  increased   foreign
consumption,  increased ocean transportation costs and  the  imposition  of
anti-dumping  duties, among other things. From 1993 to 1996,  imports  into
the  United States increased significantly as a result of the US demand and
consumption  exceeding the domestic supply. Through 1996, the  increase  in
the  cement  imports  has had little effect on current  prices.  While  the
Company  does  not believe imports had a significant impact on  its  market
areas in 1996, nationally, imports increased significantly and there can be
no assurance that importation of lower-priced cement in the future will not
increase.

       Resource  Recovery.  The  cost of energy represents  a   significant
percentage  of  total  cement manufacturing costs.   The  Company's  plants
utilize the "wet kiln" process.  While the "wet kiln" process requires more
thermal  energy  than the alternative "dry kiln" process, the  Company  has
implemented  technology which utilizes liquid and solid  industrial  wastes
with high BTU values ("waste-derived fuels") as fuel substitutes ("resource
recovery") in the process of manufacturing cement.

     In the late 1970's, Keystone pioneered resource recovery techniques in
the U. S. cement industry.  Giant also began the limited use of waste as  a
fuel  substitute  in  1987 and has since expanded it's  use  of  industrial
solvents  and other hazardous waste-derived fuels, including waste  solids.
These  resource recovery efforts have significantly reduced  the  Company's
traditional  fossil fuel consumption and production costs, while  providing
it  with  an additional source of revenue as industrial companies  pay  the
Company to utilize these waste-derived fuels.  In 1996, waste-derived fuels
comprised  about  45% of Keystone's total fuel usage and  53%  of  Giant's.
These  percentages  have  grown  significantly  since  such  programs  were
initiated, allowing fuel costs to be substantially reduced.

                                       6

<PAGE>

     Although  the  Company was among the first in the cement  industry  to
utilize  resource recovery as a substitute for fossil fuels, this technique
has  since been adopted by a number of other U. S. cement producers and  is
utilized at over 20 cement plants.  Six of the ten largest cement companies
in  the  United  States utilize resource recovery at one or more  of  their
production facilities.  Keystone is, however, one  of only two Pennsylvania
plants  which are presently permitted to commercially burn hazardous waste,
and  the  only  facility in the Lehigh Valley area which  is  permitted  to
utilize  this  economically  beneficial  process.   Keystone  is  currently
permitted  to burn such waste at rates of up to approximately  50%  of  its
fuel  requirements and is  seeking to increase such rates  to  75%.   While
Giant  is  one of two plants in its immediate market area that is presently
permitted  to  burn  numerous  categories of  hazardous  and  non-hazardous
liquids  and  solids,  it is the only one in such area  that  is  presently
permitted to burn such wastes at rates of up to approximately 100%  of  its
fuel  requirements.   Additionally,  Giant  has  developed  techniques   to
increase  the  proportion  of higher revenue   waste  solids  used  in  its
resource recovery activities.

     The   Company's  subsidiaries,  Keystone,  Giant  and  Giant  Resource
Recovery  Company,  Inc.  ("GRR"),  utilize  a  network  of  brokers,  fuel
blenders, and treatment, storage, and disposal facilities to obtain  waste-
derived fuels.  The sources for such waste products range from Fortune  500
companies  to  small  independent waste treatment,  storage,  and  disposal
facilities.

     The  Company's resource recovery operations are dependent  on  general
and  regional  economic conditions; federal, state and local  environmental
laws,  regulations and policies; and the Company's cement kiln utilization.
The Company competes with numerous other companies for the supply of waste-
derived fuels primarily on the basis of service and price.


     Environmental  Matters. The Company's operations  and  properties  are
subject  to  extensive and changing federal, state, and local Environmental
Laws  relating  to  air  and water quality, as well  as  to  the  handling,
treatment,  storage   and  disposal of  wastes.   In  connection  with  the
Company's utilization of hazardous waste-derived fuels, Environmental  Laws
require certain permits and other authorizations mandating procedures under
which   the  Company  shall  operate.   Environmental  Laws  also   provide
significant  penalties for violators, as well as liabilities and  costs  of
cleaning  up  releases  of  hazardous  wastes  into  the  environment.   In
addition,  the  Company could be subject to claims by employees  or  others
alleging  exposure  to toxic or hazardous substances as  a  result  of  the
failure  to  observe Environmental Laws.  Violations of mandated procedures
under operating permits, even if immaterial or unintentional, may result in
fines, shutdowns, remedial actions, or revocation of such permits.

     The   Company  has  been  performing  industrial  operations  at   its
properties  for  many years.  Various materials from these operations  that
could  now  be classified as hazardous under Environmental Laws  have  been
disposed  of in on-site landfills and may have been disposed of in off-site
landfills and other facilities.  As a result, the Company from time to time
is  involved  in administrative and other proceedings involving  compliance
matters and alleged violations of Environmental Laws at its operations  and
facilities.

     The  Company  estimates  that  annual expenditures  for  environmental
compliance exceed $3.5 million per year, which includes dust collection and
control  systems  and  compliance expenditures  related  to  the  Company's
resource   recovery   operations.    Capital   expenditures   relative   to
environmental compliance totalled $712,000 in 1994, $1.6 million  in  1995,
and  $2.8  million  in  1996.   The Company  does  not  believe  compliance
expenditures  impair its competitive position because its  competitors  are
subject  to  the  same laws and regulations, with the  exception  of  those
regulations specifically relating to resource recovery operations for which
the  Company currently receives revenues that more than offset the  related
compliance   costs.   However,  the  Company  has  no  knowledge   of   its
competitors'  environmental compliance costs  and  such  costs  could  vary
depending upon the characteristics of a competitor's facilities.

     The  Company's operations are subject to the Resource Conservation and
Recovery  Act of 1976, RCRA, and a delegated state program, which  together
provide  a  comprehensive  regulatory  framework  for  the  management   of
hazardous  wastes at active facilities.  RCRA sets up a "cradle  to  grave"
system  for  the management of hazardous wastes, imposing upon all  parties
who  generate,  transport, treat, store, or dispose of waste above  certain

                                       7

<PAGE>

minimum  quantities, requirements, including permitting  requirements,  for
performance,  testing,  and  record keeping.   The  boiler  and  industrial
furnaces ("BIF") regulations, promulgated in 1991 under RCRA, also require,
among  other things, that cement kilns utilizing waste-derived fuels obtain
operating  permits.  The BIF regulations are extremely complex and  certain
provisions are subject to different interpretations.

     In   October  1991,  the  South  Carolina  Department  of  Health  and
Environmental Control issued to Giant a RCRA Part B Permit for the  storage
and management of hazardous waste.  Keystone was issued a similar RCRA Part
B  Permit  by  the  Commonwealth  of Pennsylvania  in  December  1991.   In
addition,  Giant  and Keystone have received BIF "interim  status"  permits
which  currently  allow them to substitute approximately 100%  and  75%  of
their  respective  fuel  requirements with hazardous  waste-derived  fuels.
However,  Keystone  is currently limited to approximately  50%  waste  fuel
substitution  by  its  Pennsylvania Department of Environmental  Protection
("PADEP")  air  quality plan approval.  During this interim status  period,
the Company's plants must comply with BIF standards regarding emissions  of
particulate matter and other parameters.  Giant and Keystone are  currently
pursuing RCRA Part B permits for the burning of such fuels pursuant to  the
BIF  regulations, which the Company believes may take one or more years  to
obtain.

     Pursuant  to the BIF regulations, in order to maintain interim  status
permits for the burning of waste-derived fuels, the Company was required to
perform  BIF  Compliance  Tests  (BIF Tests)  and  submit  Certificates  of
Compliance  ("COCs")  in 1995 and is required to  perform  BIF  Tests   and
submit  COCs every three years thereafter.  The BIF Tests results and  COCs
set  various  operating parameters within which the Company  must  operate,
including  volumes  of waste-derived fuel, qualitative  aspects  of  waste-
derived fuel and various other parameters.  The BIF Tests are monitored  by
the  EPA  or  its representative, and the BIF Tests results  and  COCs  are
subsequently  reviewed by the EPA for compliance with the BIF  regulations.
The  Company believes its COCs are substantially in compliance with the BIF
regulations.  However, there can be no assurance that upon EPA's review  of
the   submissions, the EPA will concur with the Company and not require   a
new  BIF  Test or levy fines for non-compliance. There can be no  assurance
that the results of future BIF Tests will be successful or that future COCs
will  provide  favorable  operating parameters  for  burning  waste-derived
fuels.   The two BIF Tests conducted in 1995 cost the Company approximately
$800,000.  Should the Company fail a BIF Test, it can continue  to  utilize
waste-derived  fuels  for  a  total  of 720  hours  including  hours  spent
conducting a new BIF Test.

     Various  aspects  of  the Company's operations  are  also  subject  to
regulation  under the federal Clean Air Act, as amended (the  "CAA").   The
CAA  amendments of 1990 (the "Amendments") resulted in numerous changes  to
the  CAA, including a new federal operating permit (Title V permit) and fee
program  for  virtually all manufacturing operations.  The Amendments  will
likely  result in significantly increased capital and operational  expenses
for  all manufacturers in the Company's industry in the future, the amounts
of  which  are  not presently determinable.  In 1996, the Company's  plants
submitted  detailed  Title V permit applications  for  air  emissions.   In
addition,  the  EPA  is developing regulations for certain  air  pollutants
under  the Amendments for a broad spectrum of industrial sectors, including
portland cement manufacturing.  The EPA has indicated that the new  maximum
available  control technology standard ("MACT") for these pollutants  under
these  Amendments  could require significant reduction  of  air  pollutants
below  existing  levels  prevalent in the  industry,  which  could  have  a
material adverse effect on the Company's financial condition or results  of
operations.  The EPA  issued draft regulations for MACT in 1996 for  public
comment and is expected to request additional public comment on alternative
approaches in April 1997, with final promulgation possible in early 1998.

     Many   of  the  raw  materials,  products,  by-products,  and   wastes
associated  with  the Company's facilities and operations contain  chemical
elements  or  compounds  that are regulated under the  Environmental  Laws.
Some examples of such materials are CKD and general purpose solvents, which
in  some  instances  may  contain hazardous  constituents  including  trace
metals,  organics  or  exhibit other hazardous waste characteristics.   The
Company  has  from time to time transported or delivered certain  of  these
materials  to  various on-site and off-site disposal sites.  Treatment  and
disposal of hazardous wastes generated from operations at on-site and  off-
site  locations is additionally subject to the Comprehensive  Environmental
Response,  Compensation  and  Liability Act of  1980,  as  amended  by  the
Superfund  Amendments  and Reauthorization Act  of  1986,  CERCLA.   CERCLA
imposes  joint and several liability (without regard to fault)  on  certain

                                       8

<PAGE>

categories  of  persons for clean-up costs related to releases  of  certain
materials at facility sites, and for damage to natural resources.  Keystone
has  been  identified  as a potentially responsible  party  at  a  site  in
Southington, Connecticut under CERCLA, which proceeding is described  under
"Legal  Proceedings."   In  addition to  CERCLA,  similar  state  or  other
Environmental  Laws may impose the same or even broader liability  for  the
discharge, release, or the mere presence of certain substances into and  in
the environment.

     CKD,  a by-product of cement manufacturing, is currently excluded from
regulations  as  a  hazardous waste under the "Bevill Amendment"  to  RCRA.
However, CKD that comes in contact with water might produce a leachate with
an  elevated PH.   In December 1993, the EPA issued a Report to Congress on
CKD  in  which the EPA concluded that risks associated with CKD  management
are  generally low, but that there is potential under certain circumstances
for  CKD  to pose a danger to human health and the environment, or that  it
may  do  so in the future.  On January 31, 1995 the EPA issued a Regulatory
Determination on CKD.  The EPA reported that CKD would retain its status as
a  "Bevill  Waste" and remain exempt from regulation as a  hazardous  waste
until  such time as the EPA promulgates new regulatory controls.   The  EPA
intends  to take a "common sense" approach in developing a highly  tailored
set  of standards that will "prevent damage to ground and potable water and
reduce  health  risks  associated with breathing and  ingesting  dust  from
cement kilns."  The EPA further made it clear that it has no problems  with
recycling or reuse of CKD, and that it has not limited beneficial  uses  of
CKD; however, the EPA does  not encourage the use of CKD as an agricultural
lime additive. Though the EPA originally intended to conduct a typical rule-
making  process  which  would  involve  information  gathering,  eventually
followed  by the development of a proposed rule and the promulgation  of  a
final  rule, the EPA is now considering two alternatives to the full  rule-
making  process.   Under the first alternative, a state  with  a  federally
approved hazardous waste program would be able to oversee the management of
CKD  on  a  site-by-site  basis,  either  through  regulation,  permit,  or
enforceable  agreement.  The second alternative would be to create  federal
rules that would set contingent management standards for cement  kiln  dust
to  meet  before being exempt from Subtitle C of the Resource  Conservation
and  Recovery Act.  Key components of management conditions would be  based
on  the  design  of the waste management unit, dust control practices,  and
other  factors.   The  process is expected to take at least  two  years  to
complete.

     The cement industry will be vigorously pursuing a range of regulatory,
legislative and judicial remedies because the industry continues to believe
that  CKD  is  not  a  hazardous waste, should never  be  classified  as  a
hazardous   waste  and,  therefore,  does  not  warrant  RCRA  Subtitle   C
regulation.  The industry believes its voluntary enforceable agreement that
was  submitted  to  the  Agency in 1995 offers  a  responsible  and   valid
approach  for  managing CKD outside the realm of RCRA  Subtitle  C.   These
standards  address all possible exposure pathways and are fully  protective
of  human  health and the environment.  The industry is fully committed  to
avoiding  regulation of CKD as a hazardous waste while  at  the  same  time
acknowledging the need to generally improve CKD management.

     Accepted industry practice has been to store CKD on-site.  The Company
collects  and  stores CKD at its plants and recycles  CKD  related  to  its
operations.  Additionally, the  Company markets CKD  and,  occasionally,  a
customized  blend  of  CKD  and  cement under  the  registered  trade  name
"StableSorb."   StableSorb  is utilized by construction,  remediation,  and
other  contractors for the purpose of solidifying soil, wastes,  and  other
materials.  Although the potential costs and impact of repeal of the Bevill
Amendment  exemption with respect to CKD or adoption of particular  EPA  or
State  management standards for CKD in the future cannot  be  estimated  at
this  time, such costs and impact could have a material adverse  effect  on
the Company's financial condition or results of operations.

     Another  RCRA concern in the cement industry involves the disposal  of
refractory brick containing chromium.  Refractory brick containing chromium
was  formerly widely used in the cement industry to line cement  kilns  and
has  been utilized and disposed of on-site by the Company in the past.  The
Company's facilities conduct tests on all brick removed from its  kilns  to
determine  whether  or not it is a hazardous waste, and  these  tests  have
confirmed  such  brick  to  be  non-hazardous  under  the  applicable  RCRA
standards.   The  Company  conducts these  tests  in  accordance  with  EPA
standards and believes that the EPA would reach the same conclusions.

                                       9

<PAGE>

     The Company's quarry sites must comply with noise and dust suppression
regulations,  zoning,  and special use permitting requirements,  applicable
mining  regulations and federal health and safety requirements administered
by  the  Mine  Safety  and  Health Administration.   The  Company  is  also
obligated  under certain of its mining permits and certain  regulations  to
engage  in  reclamation  of  land within the quarries  upon  completion  of
extraction and mining.

     The  burning of hazardous waste-derived fuels is a key factor  to  the
profitability  of  the Company.  A substantial reduction in  the  Company's
ability to substitute hazardous waste-derived fuels for traditional  fossil
fuels  could  have  a  material adverse effect on the  Company's  financial
condition  or  results of operations.  The Company regularly  monitors  and
reviews its operations, procedures, and policies for compliance with  these
Environmental  Laws  and  the  Company's operating  permits.   The  Company
believes  that  its  current procedures and practices  in  its  operations,
including  those  for  handling  hazardous  wastes,  are  substantially  in
compliance with all  Environmental Laws and its material operating permits.
There  can  be no assurance, however, that a review of the Company's  past,
present,  or  future  operations by courts  or  federal,  state,  or  local
regulatory authorities will not result in determinations that could have  a
material adverse effect on the Company's financial condition or results  of
operations.  In addition, the revocation of any of the Company's  operating
permits, the denial of any application by the Company for a permit  or  the
failure to renew any interim permit could have a material adverse effect on
the  Company's financial condition or results of operations.   The  Company
cannot  predict what Environmental Laws will be enacted or adopted  in  the
future  or  how  such  future Environmental Laws will  be  administered  or
interpreted.   The  trend  has  been toward  more  stringent  environmental
standards.   Compliance  with  more stringent Environmental  Laws  or  more
vigorous  enforcement  policies  or  stricter  interpretation  of   current
Environmental  Laws could have a material adverse effect on  the  Company's
financial  condition  or  results of operation. (See  also  Item  3  "Legal
Proceedings")

     Safety  and  Health Matters.  The Company's facilities and  operations
are  governed  by  laws  and  regulations relating  to  worker  health  and
workplace  safety.  The Company believes that appropriate  precautions  are
taken  to  protect employees and others from harmful exposure to  materials
handled  and managed at its facilities.  The Company does not believe  that
it  will be required in the near future to expend amounts that are material
in  the  aggregate to the Company's overall operations by  reason  of  such
health and safety laws and regulations.

     Insurance.    The  Company  maintains  property  insurance  and  other
insurance  such as business interruption and boiler and machinery insurance
on  all  of  its  plants in types and amounts believed to be customary  for
companies  engaged  in  similar operations.   The  Company  also  maintains
environmental   liability   insurance   policies   which,   under   certain
circumstances,   provide  coverage  in  the  event  of   certain   off-site
environmental  damage resulting from the facilities' on-site operations  of
$5.0  million per occurrence and $10.0 million annual aggregate at each  of
its  cement  manufacturing facilities.   The policies contain a  number  of
exclusions,   including  liabilities  arising  under  CERCLA,   fines   and
penalties.

     Employees.    As   of   December  31,  1996,  the   Company   employed
approximately 408 people.  Approximately 256 of the Company's employees are
covered  by contracts with labor unions which expire on April 30, 1997  and
April  30,  1998.   The Company considers relations with  employees  to  be
satisfactory.   The Company has substantially reduced its work  force  from
approximately  550  persons  at December 31,  1991,  to  approximately  408
persons  at December 31, 1996, through voluntary early retirement  programs
offered to certain groups of employees and other measures.

     Trademarks.    While  the Company has trademarks registered  with  the
United  States and with certain states in which its products are sold,  the
Company  believes  that its products are sold primarily  on  the  basis  of
price, and to a lesser extent, quality and service.

                                       10

<PAGE>

     While  the Company will endeavor to negotiate a new agreement  between
Giant Cement and the union effective May 1, 1997, there can be no assurance
that  an  agreement will be reached on terms favorable to the Company,  nor
can  there  be  assurance that the Company will not incur  work  stoppages,
slowdowns  or  a strike which could have a material adverse effect  on  the
Company's results of operations.

     Seasonal  and Cyclical Business.   Regional cement markets are  highly
cyclical,  experiencing volatility corresponding to  regional  construction
cycles.   While  the  impact on the Company of regional  downturns  in  the
construction  industry  may be mitigated to some degree  by  the  Company's
presence   in   both   the  Middle-Atlantic  and  South-Atlantic   markets,
profitability  is significantly affected by such construction  cycles.   In
addition,  the cement industry is seasonal in nature primarily due  to  the
effect  of  weather conditions on construction activity.  The  Company  has
historically  experienced  lower operating  income  during  the  months  of
December,   January  and  February,  particularly  with  respect   to   its
Pennsylvania  operations where construction activity is more  significantly
affected by inclement weather.

     The  cement  industry  is highly dependent upon the  level  of  cement
demand as a result of the high fixed costs associated with production.  The
Company's  cost per ton of production is directly related to the number  of
tons of cement manufactured; decreases in production increase the Company's
fixed  cost per ton.  Equipment utilization percentages or uptime can  vary
from  year  to year based upon demand for the Company's products  or  as  a
result   of   equipment   failure.   Much  of  the  Company's   significant
manufacturing  equipment requires long lead-times to replace  and  is  very
costly to replace or repair.  The Company attempts to maintain
sufficient spare parts inventories to avoid long periods of shutdown in the
event  of  equipment failure, but there can be no assurance such  shutdowns
can be avoided.


Financial  Information  About Foreign and Domestic  Operations  and  Export
Sales

     The  Company  does  not  export  products  in  the normal   course  of
operations; however, through its subsidiaries, it exports  an insignificant
amount of products from time to time.


Disclosure Regarding Forward Looking Statements

     The  Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward looking statements.  Certain information in Items 1,  3
and  7 of this Form 10-K include information that is or could be considered
to  be forward looking, such as the Company's development of techniques  to
increase the proportion of higher revenue waste solids used in its resource
recovery  activities,  its  exposure to foreign  imports,  its  anticipated
liquidity  and capital requirements, and the results of legal  proceedings.
The matters referred to in forward looking statements could be affected  by
the  risks  and  uncertainties involved in the Company's  business.   These
risks  and  uncertainties include, but are not limited to:  the  effect  of
national, regional and local economic conditions, changes in the  level  of
housing  starts  or commercial, industrial and infrastructure  construction
spending,  increases  in cement supplies in relation  to  demand,  possible
increases in shipping rates or interruptions in shipping service, the level
and  volatility  of  interest rates, the impact of  current,  pending,   or
future legislation and regulation, as well as certain other risks described
above  in  this  Item  under  "Competition",  "Environmental  Matters"  and
"Seasonal   and  Cyclical  Business",  and  below  in  Item  3  in   "Legal
Proceedings"  and  in Item 7 in "Management's Discussion  and  Analysis  of
Financial  Condition and Results of Operations ."  Subsequent  written  and
oral  forward  looking statements attributable to the  Company  or  persons
acting  on  its  behalf are expressly qualified in their  entirety  by  the
cautionary statements in this paragraph and elsewhere in this Form 10-K.


Executive Officers of the Registrant

     Set  forth  below are the executive officers of the Company,  together
with  their  ages, their positions with the Company and the year  in  which
they first became an officer of the Company or its subsidiaries.

     Gary  L.  Pechota,  47, has served as Chairman,  President  and  Chief
Executive  Officer of the Company since its inception in April  1994.   Mr.
Pechota has also served as Chairman of Giant and GRR since January 1993, as
Chairman  of  Keystone  since September 1992 and as President  of  Keystone
since May 1992.  Prior to joining Keystone, Mr. Pechota served as President
and Chief Executive Officer of Dacotah Cement Company, a state-owned cement

                                       11

<PAGE>

company, from January 1982 to May 1992.  Mr.  Pechota has been employed  in
the cement industry for over 15 years.

     Terry  L.  Kinder, 38, has served as Vice President,  Chief  Financial
Officer,  Secretary,  Treasurer and a director of the Company  since  April
1994.  Mr. Kinder has served as Vice President, Secretary and Treasurer  of
Giant  Group, Ltd. ("GROUP"), the Company's former parent,  from June  1986
to  September 29, 1994.  From June 1989 to December 1992, Mr.  Kinder  also
served as Chairman of Giant and GRR, and from June 1989 to August 1992,  he
served as Chairman of Keystone.  Prior to joining GROUP, Mr. Kinder  was  a
Certified  Public Accountant with Coopers  & Lybrand from January  1980  to
June 1986.

     Richard  A.  Familia, 44, has served as Vice President,  Environmental
Affairs  of the Company since April 1994.  Mr. Familia has also  served  as
President  and  Chief Operating Officer of GRR since February  1992.   From
1987  to  February  1992, he served as Director of Operations  for  various
operating  facilities of Laidlaw Environmental Services, Inc., a  publicly-
held  company  engaged in various environmental and other businesses.   Mr.
Familia has been employed in the environmental industry for over 20 years.


ITEM 2. PROPERTIES

     Harleyville,   South  Carolina  Cement  Plant.    The   Company   owns
approximately  2,100 acres of land near Harleyville, South Carolina,  where
Giant's  plant  and  the quarry for its primary raw material  are  located.
Giant's  manufacturing  plant  includes crushing,  raw  grinding,  finished
cement  grinding and other cement processing facilities.  The ages  of  the
plant kilns range from 21 to 44 years.

     Bath, Pennsylvania Cement Plant.   The Company owns approximately 1000
acres  of  land  located in the Bath, Pennsylvania area,  where  Keystone's
plant and the quarries for its primary raw material are located.  The plant
includes crushing, raw grinding, finished cement grinding and other  cement
processing facilities.  One of its cement kilns was installed in  1956  and
the other in 1966.

     The  Company's manufacturing  facilities have an annual rated  clinker
capacity  of  approximately 1.4 million tons and  an  annual  rated  cement
grinding  capacity  of 1.7 million tons.  The Company believes  that  these
facilities are adequately maintained and suitable for its purposes.


         Other  Properties.    The Company's and Giant's  headquarters  are
located in leased space in  Summerville, South Carolina.  The Company  also
operates  a  distribution facility on its land in Durham,  North  Carolina,
which  has  storage facilities for approximately 775 tons  of  cement,  and
rents  warehouse  space  in Atlanta , Georgia, as well  as  in  Durham  and
Charlotte, North Carolina.  Keystone's offices are located in leased  space
in Bath, Pennsylvania.

     The  majority of the Company's assets are pledged as collateral  under
the  terms  of  financing agreements.  (See Note 6 of Notes to Consolidated
Financial Statements)


ITEM 3. LEGAL PROCEEDINGS

     On   September  18,  1995,  Pennsylvania  Environmental    Enforcement
Project,  Inc. ("PEEP") filed suit against Keystone Cement Company  in  the
United  States  District  Court for the Eastern District  of  Pennsylvania.
PEEP is a public interest organization incorporated on August 15, 1995.  In
August 1996, Keystone and  PEEP reached settlement agreement, which had  no
financial  or  operating impact on the Company, and the suit was  dismissed
with prejudice.

                                       12

<PAGE>

     In  April 1995, the PADEP issued Keystone an air quality plan approval
with  new requirements for emission rates, operating conditions, and a risk
assessment.  While the new air quality plan approval left Keystone's  waste
fuel  substitution rates intact, Keystone subsequently filed an appeal with
the  Pennsylvania  Environmental Hearing Board  (EHB)  challenging  certain
permit conditions as outside the PADEP's authority, among other things.  On
March  11, 1997  the EHB entered a  Partial Consent  Adjudication in  which
Keystone  and  the  PADEP  agreed to a process to resolve  all  outstanding
issues.  Under  the  Consent Adjudication, Keystone  agreed  to  perform  a
multipath risk assessment in accordance with a negotiated protocol and  the
PADEP agreed to process and publish a permit modification allowing Keystone
to  increase its hazardous waste fuel usage to 75% of its fuel needs if the
risk assessment meets certain risk thresholds.

     Keystone  has  been  identified as a PRP under CERCLA  at  a  site  in
Southington,  Connecticut.  According to the U. S. EPA  Volumetric  Ranking
List,  dated July 22, 1993, Keystone's percentage of waste disposed  of  at
the  site  is  three  one-hundredths of  a  percent  (.03%)  of  the  total
attributable  to  identifiable parties. Because liability under  CERCLA  is
joint  and several, the insolvency or discharge from liability of any other
PRP   could  increase  the  Company's  potential  liability.  Although   no
assurances  can  be given that this percentage represents a  limitation  on
Keystones's liability, the Company believes that the final outcome of  this
matter  will not have a material adverse effect on the Company's  financial
condition or results of operations.

     The  basis  for  the Company's estimate as to the probable  effect  of
these proceedings is its current analysis of such proceedings.  Should  the
determination of these proceedings be adverse to the Company,  such  result
could have a material adverse effect on the Company.


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

     Not applicable.

                                  PART II

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

   The  information included in the section entitled "Market  and  Dividend
Information" in the 1996 Annual Report is incorporated herein by reference.

ITEM 6.SELECTED  FINANCIAL  DATA

   The  information included in the section entitled "Five-Year Summary  of
Consolidated  Financial  Data" in the 1996 Annual  Report  is  incorporated
herein by reference.

ITEM 7.MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF  FINANCIAL  CONDITION  AND
       RESULTS  OF OPERATIONS

   The   information   included  in  the  section  entitled   "Management's
Discussion  and Analysis of Financial Condition and Results of  Operations"
in the 1996 Annual Report is incorporated herein by reference.

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

   The  consolidated financial statements of the Company, quarterly results
of operations, and the Report of Independent  Accountants, appearing in the
1996 Annual Report, are incorporated herein by reference.

ITEM 9.CHANGES  IN  AND  DISAGREEMENTS WITH ACCOUNTANTS ON  ACCOUNTING  AND
       FINANCIAL DISCLOSURE

   None.

                                       13

<PAGE>

                                 PART III

ITEMS 10, 11, 12 and 13.
       DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT;  EXECUTIVE
       COMPENSATION;  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS  AND
       MANAGEMENT; AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.


   The  information  required by these items, other  than  information  set
forth  in  this Form 10-K under Item I, "Executive Officers of Registrant,"
is  omitted  because  the  Company is filing a definitive  proxy  statement
pursuant  to Regulation 14A not later than 120 days after the  end  of  the
fiscal year covered by this Report which includes the required information.
The  required  information contained in the Company's  proxy  statement  is
incorporated herein by reference.


                                  PART IV

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

(a)    Documents Filed as Part of this Report:

 (1) The following  financial  statements of  Giant  Cement  Holding,  Inc.
     required  to  be  filed  as  part of this  Report  on  Form  10-K  are
     incorporated  herein by reference to the 1996 Annual Report,  attached
     hereto as Exhibit 13:

     Report of Independent Accountants

     Consolidated Balance Sheets,  December 31, 1996  and  1995

     Consolidated Statements of Income,  for the  years 1996, 1995 and 1994

     Consolidated Statements of Cash Flows,  for the years 1996, 1995 and
     1994

     Consolidated Statements of Shareholders'  Equity, for the years 1996,
     1995, and 1994

     Notes to Consolidated Financial Statements

     Five-Year Summary of Consolidated Financial Data

     Quarterly Results of Operations

     Management's Discussion and Analysis of Financial Condition and
     Results of Operations

     Market and Dividend Information

 (2) The following financial statement schedule of GIANT CEMENT HOLDING,
     INC. is attached:

     Schedule II - Valuation and Qualifying Accounts - Years ended December
     31, 1996, 1995 and 1994

     Report of Independent Accountants

                                       14

<PAGE>

(b)    Exhibits

Exhibit
 No .     Description of Exhibit
-------   ----------------------
  3.1     Certificate  of Incorporation (Exhibit 3.1 to  Registration
          No. 33-78260 is incorporated herein by reference).

  3.2     By-Laws  (Exhibit  3.2  to  Registration  No.  33-78260  is
          incorporated herein by reference).

  4       Specimen  form of stock certificate for  Common  Stock (Exhibit
          4 to Amendment 3 to Registration  No. 33-78260  is incorporated
          herein by reference).

 10.1     Registrant's 1994 Employee Stock Option Plan (Exhibit  10.1
          to   Registration   No.  33-78260  is  incorporated  herein  by
          reference).

 10.2     Registrant's  1994  Outside  Director  Stock  Option  Plan
          (Exhibit  10.2   to  Registration No.  33-78260  is  incorporated
          herein by reference).

 10.3     Form of Employment Agreement between the Company and Gary L.
          Pechota, as amended (Exhibit 10. 3 to Amendment 1 to Registration
          No. 33-78260 is incorporated herein by reference).

 10.4     Form  of Employment Agreement between the Company and Terry
          L.   Kinder,  as  amended  (Exhibit  10.4  to  Amendment   1   to
          Registration No. 33-78260 is incorporated herein by reference).

 10.5.1   Loan  and  Security  Agreement, dated November  23,1993,  between
          Giant  and  The  CIT  Group/Equipment  Financing,  Inc.   ("CIT")
          (Exhibit 10.5.1 to Registration No.  33-78260  is incorporated
          herein by reference).

 10.5.2   Secured  Promissory Note, date November 23, 1993, from  Giant  to
          CIT  (Exhibit 10.5.2 to Registration No. 33-78260 is incorporated
          herein by reference).

 10.5.3   South  Carolina  Mortgage and Security Agreement, dated  November
          23,   1993,   between  Giant  and     CIT  (Exhibit   10.5.3   to
          Registration No. 33-78260 is incorporated herein by reference).

 10.5.4   Continuing Guarantee Agreement, dated November 23, 1993,  between
          Giant  and  CIT (Exhibit 10.5.4  to Registration No. 33-78260  is
          incorporated herein by reference).

 10.5.5   Collateral  Value Maintenance Agreement, dated November  23,1993,
          between  Giant  and CIT (Exhibit 10.5.5 to Registration  No.  33-
          78260 is incorporated herein by reference).

 10.5.6   Form  of  First Amendment to Loan and Security Agreement  between
          Giant and CIT (Exhibit 10.5.6 to Amendment 4 to Registration  No.
          33-78260 is incorporated herein by reference).

 10.5.7   Form of Continuing Guaranty Agreement by the Company in favor  of
          CIT  (Exhibit 10.5.7 to Amendment 4 to Registration No.  33-78260
          is incorporated herein by reference).

10.5.8    Form  of  Second  Amendment to Loan and Security  Agreement
          between Giant and CIT.

10.5.9    Secured Promissory Note, dated August 31, 1995, from  Giant
          to CIT.

10.6      Form  of Release and Indemnification Agreement between GROUP,  KCC
          Delaware Company, and  the Company (Exhibit  10.7  to Amendment  5
          to Registration No. 33-78260 is incorporated  herein by reference).

                                       15

<PAGE>

10.7.1    Tax Sharing Agreement, dated November 23, 1993, between the Company
          and  GROUP  (Exhibit  10.6.4  to  Registration  No.  33-78260  is
          incorporated herein by reference).

 10.7.2   Form  of  Tax  Sharing and Indemnification Agreement between  the
          Company and GROUP (Exhibit  10.6.5 to Amendment 3 to Registration
          No. 33-78260 is incorporated herein by reference).

*10.8     Credit  Agreement, dated December 20, 1996,  between  GCHI, Giant,
          Keystone,  GRR,  GCHI  Investments  and  Giant  NC  and SouthTrust
          Bank of Alabama.

*13       Copy of the Company's Annual Report to Shareholders for the Year
          ended  December 31, 1996.

*21       List of Subsidiaries.

*23(a)    Consent of Coopers & Lybrand L.L.P.

*27       Financial Data Schedule

*Filed herewith

                                       16

<PAGE>

(c)   Filed on Form 8-K:

      During  the  quarter  ended December 31,1996, the  Company  filed  the
      following report on Form 8-K:

      None

(d)   Exhibits Required by Item 601 of Regulation S-K:

      Described in Item 14 (b) of this Annual Report on Form 10-K.

(e)   Separate Financial Statements and Schedules

      Not applicable.

                                       17

<PAGE>

                                   SIGNATURES

   PURSUANT  TO  THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE  SECURITIES
EXCHANGE  ACT OF 1934, THE REGISTRANT HAS DULY UNDERSIGNED, THEREUNTO  DULY
AUTHORIZED.


                              Giant Cement Holding, Inc.
                              --------------------------
                                 Registrant



Date:  March 25, 1997         By:   /S/Gary Pechota
                                  ------------------------
                                  Gary Pechota
                                  Chairman


   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 DATES INDICATED.


Date:  March 25, 1997         By:   /S/Gary Pechota
                                  ------------------------
                                  Gary Pechota
                                  Chairman of the Board,
                                  President and Chief Executive Officer
                                  (Director and Principal Executive Officer)


Date:  March 25, 1997         By:   /S/Terry L. Kinder
                                  ------------------------
                                  Terry L. Kinder
                                  Vice President and Chief Financial Officer
                                  Secretary and Treasurer
                                  (Director and Principal Financial and
                                  Accounting Officer)


Date:  March 25, 1997         By:   /S/Dean M. Boylan
                                  ------------------------
                                  Dean M. Boylan
                                  Director


Date:  March 25, 1997         By:   /S/Edward Brodsky
                                  ------------------------
                                  Edward Brodsky
                                  Director


Date:  March 25, 1997         By:   /S/Robert L. Jones
                                  ------------------------
                                  Robert L. Jones
                                  Director

                                       18

<PAGE>

                      ANNUAL  REPORT  ON  FORM  10-K

                      YEAR  ENDED  DECEMBER 31, 1996

                               ITEM 14(a)(2)

                      FINANCIAL  STATEMENT  SCHEDULE

                        GIANT CEMENT HOLDING, INC.




                        GIANT CEMENT HOLDING, INC.
                                SCHEDULE II
                     VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>

COL. A                      COL. B         COL. C        COL.D         COL.E
                                       Additions
                          Balance at   Charged to                     Balance
                          Beginning    Costs and                       at End
Description               of Period     Expenses   Deductions (1)    of Period
-----------               ---------    ----------  --------------    ---------
<S>                      <C>          <C>         <C>               <C>
Year ended December
31, 1996

Deducted from related
   current asset accounts:

Accounts receivable:
   Allowance for doubtful
      accounts           $  750,000   $  344,000   $  258,000 (1)   $  836,000
   Allowance for cash
      discounts             233,000    2,389,000    2,325,000 (2)      287,000
                         ----------   ----------   ----------       ----------
                         $  973,000   $2,733,000   $2,583,000       $1,123,000
                         ==========   ==========   ==========       ==========
Year ended December
31, 1995

Deducted from related
   current asset accounts:

Accounts receivable:
   Allowance for doubtful
      accounts           $  755,000   $  157,000   $  182,000 (1)   $  752,000
   Allowance for cash
      discounts             219,000    1,942,000    1,938,000 (2)      223,000
                         ----------   ----------   ----------       ----------
                         $  994,000   $2,099,000   $2,120,000       $  973,000
                         ==========   ==========   ==========       ==========
Year ended December
31, 1994

Deducted from related
   current asset accounts:

Accounts receivable:
   Allowance for doubtful
      accounts           $  825,000   $  378,000  $  182,000 (1)    $  775,000
   Allowance for cash
      discounts             298,000    1,647,000   1,938,000 (2)       219,000
                         ----------   ----------   ----------       ----------
                         $1,123,000   $1,965,000  $2,120,000        $  994,000
                         ==========   ==========   ==========       ==========
</TABLE>

Notes:    (1)  Uncollectible accounts written off, net of recoveries

          (2)  The Company's normal payment terms allow a $1  per ton discount
               for payment by the 10th day of the month following shipment (net
               30), which the Company believes is a standard industry practice.
               The deductions  above represent cash discounts allowed for prompt
               payment and other allowances.

<PAGE>

                     REPORT OF INDEPENDENT ACCOUNTANTS

Board of Directors and Shareholders
Giant Cement Holding, Inc.:

Our  report  on  the  consolidated financial  statements  of  Giant  Cement
Holding, Inc. has been incorporated by reference in this Form 10-K from the
1996  Annual  Report  to  Shareholders of Giant Cement  Holding,  Inc.   In
connection  with  our  audits of such financial statements,  we  have  also
audited  the  related financial statement schedule listed in the  index  of
this Form 10-K.

In  our  opinion, the financial statement schedule referred to above,  when
considered in relation to the basic financial statements taken as a  whole,
presents fairly, in all material respects, the information required  to  be
included therein.

Coopers & Lybrand, L.L.P.

<PAGE>

                   GIANT CEMENT HOLDING, INC.

                            EXHIBITS

                               TO

                           FORM 10-K


                              FOR

                FISCAL YEAR ENDED DECEMBER 31, 1996

<PAGE>

                                                              EXHIBIT INDEX
Exhibit                                                       -------------
 No.      Description of Exhibit
------    ----------------------
10.8      Credit Agreement, dated December 20, 1996, from GCHI, Giant,
          Keystone, GCHI Investments and Giant NC to SouthTrust Bank of
          Alabama.

13        Copy of the Company's Annual Report to Shareholders for the
          Year ended December 31, 1996.

21        List of Subsidiaries.

23(a)     Consent of Coopers & Lybrand LLP

27        Financial Data Schedule

<PAGE>