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 22, 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 22, 1996 GIANT GROUP, LTD. issued the press release attached
hereto as Exhibit 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 22,
                    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 23, 1996               GIANT GROUP, LTD., a Delaware corporation


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

EX-99.1

 
                                  Exhibit 99.1



                          GIANT GROUP, LTD. WITHDRAWS
                        EXCHANGE OFFER FOR RALLY'S STOCK



Beverly Hills, California-April 22, 1996-GIANT GROUP, LTD. (GPO-NYSE) announced
today that, at the request of the Board of Directors of RALLY'S HAMBURGERS, INC.
(RLLY-NASDAQ), GIANT has withdrawn its previously announced exchange offer to
acquire additional shares of RALLY'S.  GIANT presently owns approximately 47% of
RALLY'S common stock.

     BURT SUGARMAN, GIANT'S Chairman and Chief Executive Officer, said:  "We
continue to be committed to a turnaround by RALLY'S.  We have great confidence
in DON DOYLE, RALLY'S new Chief Executive Officer, and believe that under his
leadership, RALLY'S will continue to make progress toward recovery.  As RALLY'S
largest stockholder, GIANT is supportive of management's efforts and the
judgment of RALLY'S Board of Directors that RALLY'S long range interests will be
best served by having a wider dispersion of its stock.  GIANT intends to work
closely with RALLY'S to explore ways to strengthen RALLY'S."

For further information contact:  Terry Christensen at (310) 553-3000.