As filed with the Securities and Exchange Commission on April 25, 2001.

                       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:
                         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.






<PAGE>
                   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,     250,000        $8.75        $2,187,500    $547
$.01 par value3
________________________________________________________________________

1 Based upon the Registrant's estimate of the number of shares of Common
  Stock 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
  April 19, 2001.

3 In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
  this Registration Statement also covers an indeterminate number of
  interests to be offered or sold pursuant to the employee benefit plan
  described herein.


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 for the year
ended December 31, 2000 filed with the Commission on March 30, 2001;
     2.     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;

     3.     The Giant Industries, Inc. and Affiliated Companies 401(k)
Plan's Annual Report on Form 11-K for the fiscal year ended December 31,
1999 filed with the Commission on June 28, 2000; and

     4.     The Giant Industries, Inc. and Affiliated Companies Employee
Stock Ownership Plan's Annual Report on Form 11-K for the fiscal year
ended December 31, 1999 filed with the Commission on May 26, 2000.

     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, as amended September 9, 1999. Incorporated by reference to
      Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the
      fiscal year Ended December 31, 1999, File No. 1-10398, filed with
      the Commission on March 27, 2000.

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.  Incorporated by reference to Exhibit 4.8 to the
      Registrant's Registration Statement on Form S-8 (No. 333-85857),
      filed with the Commission on August 25, 1999.

4.9   Sixth Amendment of the Giant Industries, Inc. & Affiliated
      Companies 401(k) Plan, effective January 1, 1999, dated June 30,
      2000.

4.10  Seventh Amendment of the Giant Industries, Inc. & Affiliated
      Companies 401(k) Plan, effective January 1, 2001, dated April 18,
      2001.

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 April 25, 2001.

                              GIANT INDUSTRIES, INC.



                              By: /s/ JAMES E. ACRIDGE
                                 ----------------------------
                                 James E. Acridge
                                 Chairman of the Board, President
                                 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,       April 25, 2001
James E. Acridge            President,
                            Chief Executive Officer,
                            Director
                            (Principal Executive Officer)



/s/ MARK B. COX
-----------------------     Vice President, Treasurer,   April 25, 2001
Mark B. Cox                 Financial Officer and
                            Assistant Secretary
                            (Principal Financial
                            Officer)

/s/ GARY R. DALKE
-----------------------     Vice President, Controller,  April 25, 2001
Gary R. Dalke               Accounting Officer and
                            Assistant Secretary
                            (Principal Accounting
                            Officer)

/s/ FREDRIC L. HOLLIGER
-----------------------     Executive Vice President,    April 25, 2001
Frederic L. Holliger        Chief Operating Officer,
                            Director

/s/ MICHAEL GEDDES
-----------------------     Director                     April 25, 2001
F. Michael Geddes

/s/ ANTHONY J. BERNITSKY
-----------------------     Director                     April 25, 2001
Anthony J. Bernitsky

/s/ RICHARD T. KALEN, JR.
-----------------------     Director                     April 25, 2001
Richard T. Kalen, Jr.

/s/ MICHAEL H. K. STARR
-----------------------     Director                     April 25, 2001
Michael H. K. Starr


      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 April 25, 2001.

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

4.9         Sixth Amendment of the Giant Industries, Inc. & Affiliated
            Companies 401(k) Plan, effective January 1, 1999, dated
            June 30, 2000

4.10        Seventh Amendment of the Giant Industries, Inc. &
            Affiliated Companies 401(k) Plan, effective January 1, 2001,
            Dated April 18, 2001

23.1        Consent of Deloitte & Touche LLP
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{"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": "333-59502", "film-number": "1610483"}, "business-address": {"street1": "23733 N SCOTTSDALE RD", "city": "SCOTTSDALE", "state": "AZ", "zip": "85255", "phone": "4805858888"}, "mail-address": {"street1": "23733 N SCOTTSDALE RD", "city": "SCOTTSDALE", "state": "AZ", "zip": "85255"}}
As filed with the Securities and Exchange Commission on April 25, 2001.

                       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:
                         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,     250,000        $8.75        $2,187,500    $547
$.01 par value3
________________________________________________________________________

1 Based upon the Registrant's estimate of the number of shares of Common
  Stock 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
  April 19, 2001.

3 In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
  this Registration Statement also covers an indeterminate number of
  interests to be offered or sold pursuant to the employee benefit plan
  described herein.

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 for the year
ended December 31, 2000 filed with the Commission on March 30, 2001;
     2.     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;

     3.     The Giant Industries, Inc. and Affiliated Companies 401(k)
Plan's Annual Report on Form 11-K for the fiscal year ended December 31,
1999 filed with the Commission on June 28, 2000; and

     4.     The Giant Industries, Inc. and Affiliated Companies Employee
Stock Ownership Plan's Annual Report on Form 11-K for the fiscal year
ended December 31, 1999 filed with the Commission on May 26, 2000.

     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, as amended September 9, 1999. Incorporated by reference to
      Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the
      fiscal year Ended December 31, 1999, File No. 1-10398, filed with
      the Commission on March 27, 2000.

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.  Incorporated by reference to Exhibit 4.8 to the
      Registrant's Registration Statement on Form S-8 (No. 333-85857),
      filed with the Commission on August 25, 1999.

4.9   Sixth Amendment of the Giant Industries, Inc. & Affiliated
      Companies 401(k) Plan, effective January 1, 1999, dated June 30,
      2000.

4.10  Seventh Amendment of the Giant Industries, Inc. & Affiliated
      Companies 401(k) Plan, effective January 1, 2001, dated April 18,
      2001.

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 April 25, 2001.

                              GIANT INDUSTRIES, INC.

                              By: /s/ JAMES E. ACRIDGE
                                 ----------------------------
                                 James E. Acridge
                                 Chairman of the Board, President
                                 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,       April 25, 2001
James E. Acridge            President,
                            Chief Executive Officer,
                            Director
                            (Principal Executive Officer)

/s/ MARK B. COX
-----------------------     Vice President, Treasurer,   April 25, 2001
Mark B. Cox                 Financial Officer and
                            Assistant Secretary
                            (Principal Financial
                            Officer)

/s/ GARY R. DALKE
-----------------------     Vice President, Controller,  April 25, 2001
Gary R. Dalke               Accounting Officer and
                            Assistant Secretary
                            (Principal Accounting
                            Officer)

/s/ FREDRIC L. HOLLIGER
-----------------------     Executive Vice President,    April 25, 2001
Frederic L. Holliger        Chief Operating Officer,
                            Director

/s/ MICHAEL GEDDES
-----------------------     Director                     April 25, 2001
F. Michael Geddes

/s/ ANTHONY J. BERNITSKY
-----------------------     Director                     April 25, 2001
Anthony J. Bernitsky

/s/ RICHARD T. KALEN, JR.
-----------------------     Director                     April 25, 2001
Richard T. Kalen, Jr.

/s/ MICHAEL H. K. STARR
-----------------------     Director                     April 25, 2001
Michael H. K. Starr

      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 April 25, 2001.

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

4.9         Sixth Amendment of the Giant Industries, Inc. & Affiliated
            Companies 401(k) Plan, effective January 1, 1999, dated
            June 30, 2000

4.10        Seventh Amendment of the Giant Industries, Inc. &
            Affiliated Companies 401(k) Plan, effective January 1, 2001,
            Dated April 18, 2001

23.1        Consent of Deloitte & Touche LLP