<PAGE>
As filed with the Securities and Exchange Commission on August 25, 1999.

                       Registration No. 333-________
__________________________________________________________________________

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                       ________________________

                               FORM S-8

                       REGISTRATION STATEMENT
                                UNDER
                     THE SECURITIES ACT OF 1933
                       ________________________

                        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 Number)

23733 North Scottsdale Road   Scottsdale, Arizona        85255
(Address of Principal Executive Offices)               (Zip Code)
                     ______________________________
                         GIANT INDUSTRIES, INC.
                        AND AFFILIATED COMPANIES
                              401(k) PLAN
                       (Full title of the Plan)
                     _____________________________
                          KIM H. BULLERDICK
           Vice President, General Counsel, and Secretary
                     23733 North Scottsdale Road
                      Scottsdale, Arizona 85255
             (Name and Address of Agent for Service)

                           (480) 585-8888
   (Telephone Number, Including Area Code, of Agent for Service)

                           With a copy to:
                         Karen C. McConnell
                        W. T. Eggleston, Jr.
                        Fennemore Craig, P.C.
               3003 North Central Avenue, Suite 2600
                    Phoenix, Arizona  85012-2913
                          (602) 916-5000
                     ________________________
<PAGE>
Approximate date of commencement of proposed sales pursuant to the Plan (as
defined below):  From time to time after this Registration Statement becomes
effective.

	                  CALCULATION OF REGISTRATION FEE
______________________________________________________________________________

                                    Proposed          Proposed
Title of                            Maximum           Maximum
Securities        Amount            Offering          Aggregate    Amount of
 to be            to be             Price             Offering     Registration
Registered        Registered1       per Share2        Price        Fee2
______________________________________________________________________________

Common Stock,     150,000           $11.9375          $1,790,625   $498
$.01 par value

Beneficial
Interests           __                 __                 __        __
in the Plan3
_____________________________________________________________________________

1  Based upon the Registrant's estimate of the number of shares of Common
   Stock (as defined below) that will be available for purchase pursuant to
   the Giant Industries, Inc. and Affiliated Companies 401(k) Plan (the
   "Plan"). There also is being registered hereunder such additional
   undetermined number of shares of Common Stock as may be issued from time
   to time as a result of stock splits, stock dividends or similar transactions.

2  Estimated solely for purposes of calculating the registration fee pursuant
   to Rule 457(h)(1) and (c) based on the average of the high and low prices
   of the Registrant's Common Stock reported in the consolidated reporting
   system of the New York Stock Exchange as of August 19, 1999.

3  Pursuant to Rule 416(c), this Registration Statement also covers an
   indeterminate number of interests to be offered or sold pursuant to the
   Plan described herein. This Registration Statement also covers the related
   interests in the trust created pursuant to the Plan. The required
   information regarding the beneficial interests is subsumed in the
   information regarding the Common Stock.


PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s) containing the information specified in Items 1 and 2 of
Part I of Form S-8 will be sent or given to participants in the Plan as
specified in Rule 428(b)(1) and, in accordance with the instructions to Part I,
are not filed with the Commission as part of this Registration Statement.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following documents previously filed by the Registrant with the
Securities and Exchange Commission are incorporated herein by reference and
made a part hereof:

     1.  The Registrant's Annual Report on Form 10-K, as amended, for the
year ended December 31, 1998 filed with the Commission on March 31, 1999;

     2.  The Registrant's Current Report on Form 8-K filed with the
Commission on January 29, 1999;

     3.  The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999 filed with the Commission on May 17, 1999;

     4.  The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999 filed with the Commission on August 10, 1999; and

     5.  The Registrant's description of its Common Stock contained in its
Registration Statement on Form 8-A filed with the Commission on November 29,
1989, pursuant to Section 12 of the Exchange Act.

     All documents subsequently filed by the Registrant pursuant to section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.  Description of Securities

     Not Applicable

Item 5.  Interests of Named Experts and Counsel

     Not Applicable

Item 6.  Indemnification of Directors and Officers

     The Registrant has purchased insurance on behalf of its directors and
officers against certain liabilities that may be asserted against such persons
in connection with any actual or alleged Wrongful Act (as defined in the
policy) in their capacities as directors and officers of the Registrant,
including certain liabilities under the federal and state securities laws,
except to the extent that the Registrant has indemnified the directors and
officers.

     The following contains summaries of certain circumstances in which
indemnification is provided pursuant to the Registrant's Restated Certificate
of Incorporation (the "Certificate") and Bylaws (the "Bylaws").  Such
summaries are qualified in their entirety by reference to such Certificate and
Bylaws.

     As permitted by the Delaware General Corporation law (the "DGCL"), the
Registrant's Certificate provides that a director of the Registrant shall not
be liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for breach of
the duty of loyalty to the Registrant or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (governing
distributions to stockholders), or (iv) for any transaction for which a
director derives an improper personal benefit.  In addition, Section 145 of
the DGCL, the Certificate and the Bylaws, under certain circumstances, provide
for the indemnification of the Registrant's officers, directors, employees,
and agents against liabilities which they may incur in such capacities.

     In general, any officer, director, employee or agent may be indemnified
against expenses including attorneys' fees, fines, settlements or judgments
which were actually and reasonably incurred in connection with a legal
proceeding, other than one brought by or on behalf of the Registrant, to which
he was a party as a result of such relationship, if he acted in good faith,
and in the manner he believed to be in the Registrant's best interest and not
unlawful.  If the action is brought by or on behalf of the Registrant, the
person to be indemnified must have acted in good faith in a manner he believed
to have been in the Registrant's best interest and generally must not have
been adjudged liable to the Registrant.  No person seeking indemnification may
be denied indemnification unless the Board of Directors or the stockholders of
the Registrant determine in good faith, or independent legal counsel for the
Registrant opines in writing, that the standards for indemnification have not
been met.  A successful defense is deemed conclusive evidence of a person's
right to be indemnified against expenses.  The Registrant may advance funds to
pay the expenses of any person involved in such action provided that the
Registrant receives an undertaking that the person will repay the advanced
funds unless it is ultimately determined that he is not entitled to
indemnification.

     Indemnification also may be granted pursuant to provisions of bylaws
which may be adopted in the future, pursuant to the terms of agreements which
may be entered into in the future or pursuant to a vote of stockholders or
disinterested directors.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.

Item 7.  Exemption from Registration Claimed

     Not Applicable

Item 8.     Exhibits

Exhibit
Number

4.1   Restated Certificate of Incorporation. Incorporated by reference to
      Exhibit 3.1 to Amendment No. 3 to the Registrant's Registration
      Statement on Form S-1 (No. 33-31584) filed with the Commission on
      December 12, 1989.

4.2   Bylaws. Incorporated by reference to Exhibit 3.2 to the Registrant's
      Statement on Form S-1 (No. 33-31584) filed with the Commission on
      December 12, 1989.

4.3   Giant Industries, Inc. and Affiliated Companies 401(k) Plan.
      Incorporated by reference to Exhibit 10.46 to Amendment No. 2 to the
      Registrant's Registration Statement on Form S-3 (No. 33-69252) filed
      with the Commission on November 12, 1993.

4.4   First Amendment of the Giant Industries, Inc. and Affiliated Companies
      401(k) Plan, dated October 17, 1996. Incorporated by reference to
      Exhibit 10.30 to the Registrant's Annual Report on Form 10-K for the
      fiscal year ended December 31, 1996, filed with the Commission on
      March 27, 1997.

4.5   Second Amendment to the Giant Industries, Inc. and Affiliated
      Companies 401(k) Plan, dated December 31, 1997. Incorporated by
      reference to Exhibit 10.30 to the Registrant's Annual Report on Form
      10-K for the fiscal year ended December 31, 1997, filed with the
      Commission on March 31, 1998.

4.6   Third Amendment to the Giant Industries, Inc. and Affiliated Companies
      401(k) Plan, effective July 1, 1998, dated December 10, 1998.
      Incorporated by reference to Exhibit 10.20 to the Registrant's Annual
      Report on Form 10-K for the fiscal year ended December 31, 1998, filed
      with the Commission on March 31, 1999.

4.7   Fourth Amendment to the Giant Industries, Inc. and Affiliated
      Companies 401(k) Plan, effective January 1, 1999, dated December 10,
      1998. Incorporated by reference to Exhibit 10.21 to the Registrant's
      Annual Report on Form 10-K for the fiscal year ended December 31,
      1998, filed with the Commission on March 31, 1999.

4.8   Fifth Amendment to the Giant Industries, Inc. and Affiliated Companies
      401(k) Plan, effective August 1, 1999, dated August 6, 1999.

5.1   The opinion as to the legality of the securities is not applicable as
      the shares of Common Stock in the Plan will not be original issuance
      securities.

5.2   The opinion as to ERISA matters and the IRS determination letter are
      not applicable as the Registrant hereby undertakes to submit, or has
      submitted, the Plan and any amendments thereto to the IRS in a timely
      manner and will make, or has made, all changes required by the IRS in
      order to qualify the Plan.

23.1  Consent of Deloitte & Touche LLP

24.1  Power of Attorney (see page 8 of this Registration Statement)


Item 9.  Undertakings

     The Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

          (i)   To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

          (ii)  To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

          (iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

Provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

     (2)  That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

     (4)  That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (5)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

<PAGE>
                              SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Scottsdale, State of Arizona on August 25,
1999.

                                 GIANT INDUSTRIES, INC.



                                 By: /s/ JAMES E. ACRIDGE
                                    _______________________________
                                    James E. Acridge
                                    Chairman of the Board and
                                    Chief Executive Officer

                          POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
on this Form S-8 Registration Statement hereby constitutes and appoints James
E. Acridge, Kim H. Bullerdick, and Fredric L. Holliger, or any of them, with
full power to act without the other, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities (unless revoked in writing) to
sign any or all amendments (including post-effective amendments thereto) to
this Form S-8 Registration Statement to which this power of attorney is
attached, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
to said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


SIGNATURE                  TITLE                        DATE


/s/ JAMES E. ACRIDGE       Chairman of the Board,       August 25, 1999
________________________   Chief Executive Officer,
James E. Acridge           Director (Principal
                           Executive Officer)

<PAGE>

/s/ MARK B. COX
________________________   Vice President, Treasurer,  August 25, 1999
Mark B. Cox                Financial Officer and
                           Assistant Secretary
                           (Principal Financial
                           Officer)

/s/ GARY R. DALKE
________________________   Vice President, Controller,  August 25, 1999
Gary R. Dalke              Accounting Officer and
                           Assistant Secretary
                           (Principal Accounting
                           Officer)

/s/ FREDRIC L. HOLLIGER
________________________   Executive Vice President,    August 25, 1999
Frederic L. Holliger       Chief Operating Officer,
                           Director

/s/ HARRY S. HOWARD, JR.
________________________   Director                     August 25, 1999
Harry S. Howard, Jr.

/s/ F. MICHAEL GEDDES
________________________   Director                     August 25, 1999
F. Michael Geddes

/s/ ANTHONY J. BERNITSKY
________________________   Director                     August 25, 1999
Anthony J. Bernitsky

/s/ RICHARD T. KALEN, JR.
________________________   Director                     August 25, 1999
Richard T. Kalen, Jr.


        GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES 401(k) PLAN

     Pursuant to the requirements of the Securities Act of 1933, the Giant
Industries, Inc. and Affiliated Companies 401(k) Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Scottsdale, State of Arizona on August 25,
1999.

Giant Industries, Inc. and Affiliated Companies 401(k) Plan


By: /s/ CHARLES F. YONKER                By: /s/ GARY R. DALKE
   ____________________________             ____________________________
Name:  Charles F. Yonker                 Name:  Gary R. Dalke
Title: Member of 401(k) Plan             Title: Member of 401(k) Plan
       Administrative Committee                 Administrative Committee

<PAGE>
                         INDEX TO EXHIBITS



Number 	       Exhibit

4.8            Fifth Amendment to the Giant Industries, Inc. and
               Affiliated Companies 401(k) Plan, effective August 1,
               1999, dated August 6, 1999

23.1           Consent of Deloitte & Touche LLP
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22317}]
{"company-data": {"conformed-name": "GIANT INDUSTRIES INC", "cik": "0000856465", "assigned-sic": "2911", "irs-number": "860642718", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85857", "film-number": "99699032"}, "business-address": {"street1": "23733 N SCOTTSDALE RD", "city": "SCOTTSDALE", "state": "AZ", "zip": "85255", "phone": "6025858888"}, "mail-address": {"street1": "23733 N SCOTTSDALE RD", "city": "SCOTTSDALE", "state": "AZ", "zip": "85255"}}
As filed with the Securities and Exchange Commission on August 25, 1999.

                       Registration No. 333-________
__________________________________________________________________________

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                       ________________________

                               FORM S-8

                       REGISTRATION STATEMENT
                                UNDER
                     THE SECURITIES ACT OF 1933
                       ________________________

                        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 Number)

23733 North Scottsdale Road   Scottsdale, Arizona        85255
(Address of Principal Executive Offices)               (Zip Code)
                     ______________________________
                         GIANT INDUSTRIES, INC.
                        AND AFFILIATED COMPANIES
                              401(k) PLAN
                       (Full title of the Plan)
                     _____________________________
                          KIM H. BULLERDICK
           Vice President, General Counsel, and Secretary
                     23733 North Scottsdale Road
                      Scottsdale, Arizona 85255
             (Name and Address of Agent for Service)

                           (480) 585-8888
   (Telephone Number, Including Area Code, of Agent for Service)

                           With a copy to:
                         Karen C. McConnell
                        W. T. Eggleston, Jr.
                        Fennemore Craig, P.C.
               3003 North Central Avenue, Suite 2600
                    Phoenix, Arizona  85012-2913
                          (602) 916-5000
                     ________________________
Approximate date of commencement of proposed sales pursuant to the Plan (as
defined below):  From time to time after this Registration Statement becomes
effective.

	                  CALCULATION OF REGISTRATION FEE
______________________________________________________________________________

                                    Proposed          Proposed
Title of                            Maximum           Maximum
Securities        Amount            Offering          Aggregate    Amount of
 to be            to be             Price             Offering     Registration
Registered        Registered1       per Share2        Price        Fee2
______________________________________________________________________________

Common Stock,     150,000           $11.9375          $1,790,625   $498
$.01 par value

Beneficial
Interests           __                 __                 __        __
in the Plan3
_____________________________________________________________________________

1  Based upon the Registrant's estimate of the number of shares of Common
   Stock (as defined below) that will be available for purchase pursuant to
   the Giant Industries, Inc. and Affiliated Companies 401(k) Plan (the
   "Plan"). There also is being registered hereunder such additional
   undetermined number of shares of Common Stock as may be issued from time
   to time as a result of stock splits, stock dividends or similar transactions.

2  Estimated solely for purposes of calculating the registration fee pursuant
   to Rule 457(h)(1) and (c) based on the average of the high and low prices
   of the Registrant's Common Stock reported in the consolidated reporting
   system of the New York Stock Exchange as of August 19, 1999.

3  Pursuant to Rule 416(c), this Registration Statement also covers an
   indeterminate number of interests to be offered or sold pursuant to the
   Plan described herein. This Registration Statement also covers the related
   interests in the trust created pursuant to the Plan. The required
   information regarding the beneficial interests is subsumed in the
   information regarding the Common Stock.

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s) containing the information specified in Items 1 and 2 of
Part I of Form S-8 will be sent or given to participants in the Plan as
specified in Rule 428(b)(1) and, in accordance with the instructions to Part I,
are not filed with the Commission as part of this Registration Statement.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following documents previously filed by the Registrant with the
Securities and Exchange Commission are incorporated herein by reference and
made a part hereof:

     1.  The Registrant's Annual Report on Form 10-K, as amended, for the
year ended December 31, 1998 filed with the Commission on March 31, 1999;

     2.  The Registrant's Current Report on Form 8-K filed with the
Commission on January 29, 1999;

     3.  The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999 filed with the Commission on May 17, 1999;

     4.  The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999 filed with the Commission on August 10, 1999; and

     5.  The Registrant's description of its Common Stock contained in its
Registration Statement on Form 8-A filed with the Commission on November 29,
1989, pursuant to Section 12 of the Exchange Act.

     All documents subsequently filed by the Registrant pursuant to section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.  Description of Securities

     Not Applicable

Item 5.  Interests of Named Experts and Counsel

     Not Applicable

Item 6.  Indemnification of Directors and Officers

     The Registrant has purchased insurance on behalf of its directors and
officers against certain liabilities that may be asserted against such persons
in connection with any actual or alleged Wrongful Act (as defined in the
policy) in their capacities as directors and officers of the Registrant,
including certain liabilities under the federal and state securities laws,
except to the extent that the Registrant has indemnified the directors and
officers.

     The following contains summaries of certain circumstances in which
indemnification is provided pursuant to the Registrant's Restated Certificate
of Incorporation (the "Certificate") and Bylaws (the "Bylaws").  Such
summaries are qualified in their entirety by reference to such Certificate and
Bylaws.

     As permitted by the Delaware General Corporation law (the "DGCL"), the
Registrant's Certificate provides that a director of the Registrant shall not
be liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for breach of
the duty of loyalty to the Registrant or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (governing
distributions to stockholders), or (iv) for any transaction for which a
director derives an improper personal benefit.  In addition, Section 145 of
the DGCL, the Certificate and the Bylaws, under certain circumstances, provide
for the indemnification of the Registrant's officers, directors, employees,
and agents against liabilities which they may incur in such capacities.

     In general, any officer, director, employee or agent may be indemnified
against expenses including attorneys' fees, fines, settlements or judgments
which were actually and reasonably incurred in connection with a legal
proceeding, other than one brought by or on behalf of the Registrant, to which
he was a party as a result of such relationship, if he acted in good faith,
and in the manner he believed to be in the Registrant's best interest and not
unlawful.  If the action is brought by or on behalf of the Registrant, the
person to be indemnified must have acted in good faith in a manner he believed
to have been in the Registrant's best interest and generally must not have
been adjudged liable to the Registrant.  No person seeking indemnification may
be denied indemnification unless the Board of Directors or the stockholders of
the Registrant determine in good faith, or independent legal counsel for the
Registrant opines in writing, that the standards for indemnification have not
been met.  A successful defense is deemed conclusive evidence of a person's
right to be indemnified against expenses.  The Registrant may advance funds to
pay the expenses of any person involved in such action provided that the
Registrant receives an undertaking that the person will repay the advanced
funds unless it is ultimately determined that he is not entitled to
indemnification.

     Indemnification also may be granted pursuant to provisions of bylaws
which may be adopted in the future, pursuant to the terms of agreements which
may be entered into in the future or pursuant to a vote of stockholders or
disinterested directors.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.

Item 7.  Exemption from Registration Claimed

     Not Applicable

Item 8.     Exhibits

Exhibit
Number

4.1   Restated Certificate of Incorporation. Incorporated by reference to
      Exhibit 3.1 to Amendment No. 3 to the Registrant's Registration
      Statement on Form S-1 (No. 33-31584) filed with the Commission on
      December 12, 1989.

4.2   Bylaws. Incorporated by reference to Exhibit 3.2 to the Registrant's
      Statement on Form S-1 (No. 33-31584) filed with the Commission on
      December 12, 1989.

4.3   Giant Industries, Inc. and Affiliated Companies 401(k) Plan.
      Incorporated by reference to Exhibit 10.46 to Amendment No. 2 to the
      Registrant's Registration Statement on Form S-3 (No. 33-69252) filed
      with the Commission on November 12, 1993.

4.4   First Amendment of the Giant Industries, Inc. and Affiliated Companies
      401(k) Plan, dated October 17, 1996. Incorporated by reference to
      Exhibit 10.30 to the Registrant's Annual Report on Form 10-K for the
      fiscal year ended December 31, 1996, filed with the Commission on
      March 27, 1997.

4.5   Second Amendment to the Giant Industries, Inc. and Affiliated
      Companies 401(k) Plan, dated December 31, 1997. Incorporated by
      reference to Exhibit 10.30 to the Registrant's Annual Report on Form
      10-K for the fiscal year ended December 31, 1997, filed with the
      Commission on March 31, 1998.

4.6   Third Amendment to the Giant Industries, Inc. and Affiliated Companies
      401(k) Plan, effective July 1, 1998, dated December 10, 1998.
      Incorporated by reference to Exhibit 10.20 to the Registrant's Annual
      Report on Form 10-K for the fiscal year ended December 31, 1998, filed
      with the Commission on March 31, 1999.

4.7   Fourth Amendment to the Giant Industries, Inc. and Affiliated
      Companies 401(k) Plan, effective January 1, 1999, dated December 10,
      1998. Incorporated by reference to Exhibit 10.21 to the Registrant's
      Annual Report on Form 10-K for the fiscal year ended December 31,
      1998, filed with the Commission on March 31, 1999.

4.8   Fifth Amendment to the Giant Industries, Inc. and Affiliated Companies
      401(k) Plan, effective August 1, 1999, dated August 6, 1999.

5.1   The opinion as to the legality of the securities is not applicable as
      the shares of Common Stock in the Plan will not be original issuance
      securities.

5.2   The opinion as to ERISA matters and the IRS determination letter are
      not applicable as the Registrant hereby undertakes to submit, or has
      submitted, the Plan and any amendments thereto to the IRS in a timely
      manner and will make, or has made, all changes required by the IRS in
      order to qualify the Plan.

23.1  Consent of Deloitte & Touche LLP

24.1  Power of Attorney (see page 8 of this Registration Statement)

Item 9.  Undertakings

     The Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

          (i)   To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

          (ii)  To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

          (iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

Provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

     (2)  That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

     (4)  That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (5)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Scottsdale, State of Arizona on August 25,
1999.

                                 GIANT INDUSTRIES, INC.

                                 By: /s/ JAMES E. ACRIDGE
                                    _______________________________
                                    James E. Acridge
                                    Chairman of the Board and
                                    Chief Executive Officer

                          POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
on this Form S-8 Registration Statement hereby constitutes and appoints James
E. Acridge, Kim H. Bullerdick, and Fredric L. Holliger, or any of them, with
full power to act without the other, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities (unless revoked in writing) to
sign any or all amendments (including post-effective amendments thereto) to
this Form S-8 Registration Statement to which this power of attorney is
attached, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
to said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE                  TITLE                        DATE

/s/ JAMES E. ACRIDGE       Chairman of the Board,       August 25, 1999
________________________   Chief Executive Officer,
James E. Acridge           Director (Principal
                           Executive Officer)
/s/ MARK B. COX
________________________   Vice President, Treasurer,  August 25, 1999
Mark B. Cox                Financial Officer and
                           Assistant Secretary
                           (Principal Financial
                           Officer)

/s/ GARY R. DALKE
________________________   Vice President, Controller,  August 25, 1999
Gary R. Dalke              Accounting Officer and
                           Assistant Secretary
                           (Principal Accounting
                           Officer)

/s/ FREDRIC L. HOLLIGER
________________________   Executive Vice President,    August 25, 1999
Frederic L. Holliger       Chief Operating Officer,
                           Director

/s/ HARRY S. HOWARD, JR.
________________________   Director                     August 25, 1999
Harry S. Howard, Jr.

/s/ F. MICHAEL GEDDES
________________________   Director                     August 25, 1999
F. Michael Geddes

/s/ ANTHONY J. BERNITSKY
________________________   Director                     August 25, 1999
Anthony J. Bernitsky

/s/ RICHARD T. KALEN, JR.
________________________   Director                     August 25, 1999
Richard T. Kalen, Jr.

        GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES 401(k) PLAN

     Pursuant to the requirements of the Securities Act of 1933, the Giant
Industries, Inc. and Affiliated Companies 401(k) Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Scottsdale, State of Arizona on August 25,
1999.

Giant Industries, Inc. and Affiliated Companies 401(k) Plan

By: /s/ CHARLES F. YONKER                By: /s/ GARY R. DALKE
   ____________________________             ____________________________
Name:  Charles F. Yonker                 Name:  Gary R. Dalke
Title: Member of 401(k) Plan             Title: Member of 401(k) Plan
       Administrative Committee                 Administrative Committee
INDEX TO EXHIBITS

Number 	       Exhibit

4.8            Fifth Amendment to the Giant Industries, Inc. and
               Affiliated Companies 401(k) Plan, effective August 1,
               1999, dated August 6, 1999

23.1           Consent of Deloitte & Touche LLP