GIANT INDUSTRIES INC
10-Q/A, 1996-08-16
PETROLEUM REFINING
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                         FORM 10-Q/A

              SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C. 20549

                      AMENDMENT NO. 1
                            TO
                         FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended June 30, 1996

                           OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
     SECURITIES EXCHANGE ACT OF 1934.

     For the transition period _______ to _______.  

     For Quarter Ended June 30, 1996     Commission File Number: 
                                                 1-10398

                   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 No.)


     23733 North Scottsdale Road, Scottsdale, Arizona 85255
     (Address of principal executive offices) (Zip Code)


     Registrant's telephone number, including area code:
                     (602) 585-8888

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

                   Yes [X]    No [ ]

Number of Common Shares outstanding at July 31, 1996: 11,229,568 shares.
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                       GIANT INDUSTRIES, INC.
                            FORM 10-Q/A
                   AMENDMENT NO. 1 TO FORM 10-Q
           FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996



     This Amendment to the Company's Form 10-Q for the quarterly
period ended June 30, 1996, is for the purpose of correcting the
"Number of Common Shares outstanding at July 31, 1996" as reported
on the facing sheet.  The number of Common Shares outstanding at 
July 31, 1996, as reported is hereby amended to delete the figure
"12,213,068" and to substitute therefore the figure "11,229,568".

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                          FORM 10-Q

              SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C. 20549

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended June 30, 1996

                           OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
     SECURITIES EXCHANGE ACT OF 1934.

     For the transition period _______ to _______.  

     For Quarter Ended June 30, 1996     Commission File Number: 
                                                 1-10398

                   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 No.)


     23733 North Scottsdale Road, Scottsdale, Arizona 85255
     (Address of principal executive offices) (Zip Code)


     Registrant's telephone number, including area code:
                     (602) 585-8888

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

                   Yes [X]    No [ ]
    
Number of Common Shares outstanding at July 31, 1996: 11,229,568 shares.
     
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                                 SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report on Form 10-Q/A for the
quarter ended June 30, 1996 to be signed on its behalf by the undersigned 
thereunto duly authorized.

                           GIANT INDUSTRIES, INC.


                           /s/ A. WAYNE DAVENPORT
                           --------------------------------------------
                           A. Wayne Davenport
                           Vice President and Chief Financial Officer
                           (Principal Financial and Accounting Officer)

Date: August 16, 1996



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