GIANT INDUSTRIES, INC.
                                       23733 North Scottsdale Road
                                       Scottsdale, Arizona 85255

                                       P. O. Box 12999
                                       Scottsdale, Arizona 85267

                                       602-585-8888
September 11, 1998

VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re:  Giant Industries, Inc.'s Registration Statement on Form
          S-4 filed May 5, 1998 (No. 333-51785) - Application for
          Withdrawal

Ladies and Gentlemen:

     Giant Industries, Inc., a Delaware corporation (the
"Company"), pursuant to Rule 477(a) under the Securities Act of
1933, as amended, hereby applies to the Commission for its consent
to the withdrawal of the above-referenced Registration Statement,
together with all exhibits and amendments thereto.  The Company
requests withdrawal because its proposed merger with Holly
Corporation ("Holly") pursuant to an Agreement and Plan of Merger
between the Company and Holly dated April 14, 1998 has been
terminated by mutual agreement of the Company and Holly.  No shares
of the Company's common stock have been issued or sold under the
Registration Statement.

     The Company further requests that, pursuant to Rule 477(c), an
order with the date of granting of withdrawal be included in the
file for the Registration Statement in the following manner: 
"Withdrawn upon the request of the registrant, the Commission
consenting thereto."

     If you have any questions or comments or require further
information, please call Bill Eggleston of Fennemore Craig, counsel
to the Company, at (602) 916-5328.  In addition, please notify us
of the consent of the Commission to withdrawal of the Registration
Statement by contacting me at the above address, with a copy to W.
T. Eggleston, Jr., Fennemore Craig, 3003 North Central Avenue,
Suite 2600, Phoenix, Arizona  85012-2913.

                        Very truly yours,

                        GIANT INDUSTRIES, INC.

                        By: /s/ James E. Acridge
                           ------------------------------
                           James E. Acridge
                           Chairman of the Board, President 
                           and Chief Executive Officer

cc:  Karen C. McConnell, Esq.
     W. T. Eggleston, Jr., Esq.