GIANT GROUP LTD
SC 13D/A, 1998-05-22
NON-OPERATING ESTABLISHMENTS
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934


                                  GIANT GROUP LTD
- - --------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
- - --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                  Common Stock
- - --------------------------------------------------------------------------------
                                 (CUSIP Number)

                           Don C. Whitaker, President
                              Don C. Whitaker, Inc.
                                  23 Beechwood
                    Irvine, California 92604  (949) 857-6008
- - --------------------------------------------------------------------------------
           (Name, Address and Telephone Number of Person Authorized to
                       Receive Notices and Communications)

                                  May 22, 1998
- - --------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

If  the filing person has previously filed a statement on Schedule 13G to report
the  acquisition  which  is the subject of this Schedule 13D, and is filing this
schedule  because  of  Rule  13d-1(b)(3)  or  (4),  check the following box. [ ]

Note: Six copies of this statement, including all exhibits, should be filed with
the  Commission.    See Rule 13d-1(a) for other parties to whom copies are to be
sent.

*  The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent  amendment  containing  information  which  would  alter
disclosures  provided  in  a  prior  cover  page.

The information required on the remainder of this cover page shall not be deemed
to  be  "filed"  for the purpose of Section 18 of the Securities Exchange Act of
1934  ("Act") or otherwise subject to the liabilities of that section of the Act
but  shall  be  subject  to  all  other  provisions of the Act (however, see the
Notes).

<PAGE>

                                  SCHEDULE 13D
                                  ------------


ITEM  1.     SECURITY  AND  ISSUER.

     This  statement relates to shares of Common Stock of Giant Group, Ltd. (the
"Company").  The  principal  executive office of the Company is located at  9000
Sunset  Blvd.,  Los  Angeles,  California    90069.


ITEM  2.     IDENTITY  AND  BACKGROUND.

     (a)  Don  C.  Whitaker,  a  natural  person

     (b)  23  Beechwood,  Irvine,  California  92604

     (c)  President  of  Don C. Whitaker, Inc., 23 Beechwood, Irvine, California
92604,  a  firm  whose  primary  purpose  is  investment  opportunities.

     (d)  During  the last five years, Don C. Whitaker has not been convicted in
a  criminal  proceeding  or  been a party to a civil proceeding of a judicial or
administrative  body  as  a  result of which he was or is subject to a judgment,
decree  or  final  order  enjoining  future  violations  of,  or  prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation  with  respect  to  such  laws.

     (e)  Court  or  Administrative  Proceedings:  During the last  five  years,
the Reporting Person has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which the Reporting
Person  was or is subject  to a judgment, decree or final order enjoining future
violations  of,  or  prohibiting  or mandating activities subject to, federal or
state securities laws or  finding  any  violation  with  respect  to  such laws.

     (f)  Don  C.  Whitaker  is  a  citizen  of  the United States of America.


ITEM  3.     SOURCE  AND  AMOUNT  OF  FUNDS  OR  OTHER  CONSIDERATION

     Mr. Whitaker has purchased a total, net of dispositions, of  268,900 common
shares of the Company.  All of these purchases were market purchases for a total
net  consideration  of approximately $1,719,932.  All such shares were purchased
for  cash  in  personal  accounts  and  Individual  Retirement  Accounts  of Mr.
Whitaker.


ITEM  4.     PURPOSE  OF  TRANSACTION

     The above-described purchases of Common shares of stock of the Company were
made  for investment purposes only.  Mr. Whitaker may in the future determine to
purchase  additional  securities of the Company, or to dispose of some or all of
the  securities  he  presently  owns,  depending  upon price, market conditions,
availability  of  funds,  evaluation  of  alternative  investments  and  other
considerations.

     Except  as  described above, Mr. Whitaker has no present plans or proposals
that  relate  to  or  would  result  in:

     a)  the  acquisition by any person of additional securities of the company,
or  the  disposition  of  securities  of  the  company;

     b)  an  extraordinary  corporate  transaction,  such  as  a  merger,
reorganization or liquidation, involving the company or any of its subsidiaries;

     c)  a sale or transfer of a material amount of assets of the company or any
of  its  subsidiaries;

     d)  any  change  in  the  present  board  of directors or management of the
company,  including  any  plans  or  proposals  to  change the number or term of
directors  or  to  fill  any  existing  vacancies  on  the  board;

     e)  any material change in the present capitalization or dividend policy of
the  company;

     f)  any  other  material  change  in  the  company's  business or corporate
structure;

     g)  changes  in  the company's charter, bylaws or instruments corresponding
thereto  or  other  actions  which  may impede the acquisition of control of the
company  by  any  person;

     h)  causing  a  class  of  securities  of the company to be delisted from a
national  securities  exchange  or  to cease to be authorized to be quoted in an
inter-dealer  quotation  system of a registered national securities association;

     i)  a  class  of  equity  securities  of  the company becoming eligible for
termination  of  registration  pursuant  to  Section  12  (g) (4) of the Act; or

     j)  any  action  similar  to  any  of  those  enumerated  above.


ITEM  5.     INTEREST  IN  SECURITIES  OF  THE  ISSUER

     Mr.  Whitaker  is the beneficial owner of an aggregate of 268,900 shares of
Common  stock of the Company, which constitutes 8.45% of the outstanding shares
of  Common  stock.  Mr.  Whitaker possesses the sole power to vote or dispose of
all  of  such  shares.

     Within  the  past  60  days,  Mr.  Whitaker  has  engaged  in the following
transactions in shares of the company's Common stock, all of which were ordinary
market  transactions:

<TABLE>
<CAPTION>

Date     Shares Purchased (Sold)  Price Per Share
- - -------  -----------------------  ---------------
<S>      <C>                      <C>
3/31/98                    (500)            5-5/8
4/1/98                   (1,500)            5-5/8
4/15/98                     500             5-5/8
4/22/98                  (1,500)          5-13/16
4/24/98                    (100)            5-3/4
4/28/98                  70,400           5-11/16
4/28/98                   1,000             5-3/4
4/29/98                     500           5-15/16
4/29/98                   2,000            6-1/16
4/29/98                   1,000            6-3/16
5/1/98                    2,400            6-3/16
5/1/98                   14,400             6-1/4
5/1/98                    4,800            6-5/16
5/4/98                      800            6-3/16
5/5/98                    5,500             6-1/8
5/5/98                    2,000            6-3/16
5/8/98                    5,300             6-1/8
5/11/98                  17,100             6-1/4
5/12/98                  10,000             6-1/4
5/14/98                  (5,000)            6-7/8
5/14/98                   1,300           6-11/16
5/15/98                   1,000           6-11/16
5/15/98                   1,200             6-5/8
5/15/98                   1,600             6-3/4
5/18/98                  (1,000)            6-7/8
5/18/98                  (2,000)          6-15/16
5/19/98                  (5,000)          6-15/16
5/20/98                    (500)            6-7/8
5/20/98                  (2,900)          6-13/16
5/20/98                     400           6-11/16
</TABLE>


     No  other  person  is  known  to  have the right to receive or the power to
direct  the  receipt  of  dividends  from, or the proceeds from the sale of, the
securities  of  the  Company  described  above.


ITEM  6.     CONTRACTS,  ARRANGEMENTS,  UNDERSTANDINGS  OR  RELATIONSHIPS  WITH
RESPECT  TO  SECURITIES  OF  THE  COMPANY

     None.


ITEM  7.     MATERIAL  TO  BE  FILED  AS  EXHIBITS.

     None.


     After  reasonable  inquiry  and  to  the best of my knowledge and belief, I
certify  that  the information set forth in this statement is true, complete and
correct.


     Dated  this  8th  day  of  May,  1998.


                              By:  /s/  Don  C.  Whitaker
                              ---------------------------
                                        Don  C.  Whitaker




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