8-K

 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   Form 8-K

               Current Report Pursuant to Section 13 or 15(d) of
                      The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) . . . . . . . . April 9, 1996


                               GIANT GROUP, LTD.
                               -----------------
            (Exact name of registrant as specified in its charter)


          DELAWARE                 1-4323                        23-0622690
- ----------------------------   -------------------------  ----------------------
(State or other jurisdiction    (Commission File Number)  (I.R.S. Employer
of incorporation)                                         Identification Number)



                        150 El Camino Drive, Suite 303
                        Beverly Hills, California 90212
                        -------------------------------
                   (Address of principal executive offices)


Registrant's telephone number, including area code . . . . . . . (310) 273-5678



                                Not Applicable
         ------------------------------------------------------------
         (Former name or former address, if changed since last report)

 
ITEM 5.        OTHER EVENTS.

     On April 9, 1996 GIANT GROUP, LTD. issued the press release attached hereto
as Exhibit 99.1 and which is hereby incorporated herein by reference.
   ------------

ITEM 7.        FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
               EXHIBITS

 
 
     Exhibit No.    Description of Exhibit           Page
     -----------    ----------------------           ----
                                                
        99.1        Press Release dated April 9,
                    1996 issued by GIANT GROUP, LTD.
 
 

 
     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date:  April 9, 1996               GIANT GROUP, LTD., a Delaware corporation


                                   by: /s/  CATHY WOOD
                                       ---------------------------------------
                                            Cathy Wood
                                            Vice President and Chief Financial
                                            Officer

EX-99.1

 
                                 Exhibit 99.1


April 9, 1996
Beverly Hills, California


                         GIANT GROUP, LTD. RESPONDS TO
                    FOLEY'S LETTER REGARDING ANNUAL MEETING

     GIANT GROUP, LTD. (NYSE - GPO) responded to William Foley's letter to Burt
Sugarman regarding GIANT's annual meeting of stockholders. GIANT informed Mr.
Foley that it has been unable to schedule the annual meeting because of Mr.
Foley's reluctance to submit to a sworn deposition of the circumstances
surrounding the accumulation of GIANT stock by Mr. Foley, Fidelity National
Financial, Inc. and certain other individuals. GIANT further informed Mr. Foley
that it intended to comply with applicable law in connection with its annual
meeting.


For further information contact:

Terry Christensen
(310) 553-3000

 
        Christensen, White, Miller, Fink, Jacobs, Glaser & Shapiro, LLP
                           2121 Avenue of the Stars
                               Eighteenth Floor
                         Los Angeles, California 90067
                                (310) 553-3000
                             Fax:  (310) 556-2920


                                 April 3, 1996


Mr. William P. Foley
Chairman and Chief Executive Officer
Fidelity National Financial, Inc.
17911 Von Karman Avenue, Suite 500
Irvine, California  92714

Dear Mr. Foley:

          I have been asked to respond to your letter of March 29, 1996 directed
to Mr. Burt Sugarman.

          First, with respect to your references to Fidelity's accumulation of
the stock of GIANT GROUP, LTD. ("GIANT") and the merger proposal you submitted
to GIANT, the complaint filed by GIANT on December 19, 1995 and our letter to
you dated February 22, 1996 speak to both of these points and no more needs to
be said.

          You also express concern about a possible delay of GIANT's annual
meeting.  This delay has been caused directly by your obvious reluctance to sit
down and be deposed on the facts surrounding the accumulation of GIANT stock by
you, Mr. Davenport, the clients of both Mr. Davenport and Bob Martyn, the
trading back and forth between the accounts that took place, the trading on
confidential information and the various other violations that took place.
GIANT has the right to obtain this testimony as part of its effort to enjoin the
voting of the improperly obtained stock.

          Despite the problems caused by this delay, GIANT will of course, fully
comply with applicable law in connection with its annual meeting.

 
                                    Sincerely,

                                    /s/
                                    Terry Christensen
TC/pl