<PAGE>
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Giant Industries, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 per share
(Title of Class of Securities)
374508 10 9
(CUSIP Number)
James E. Acridge
23733 North Scottsdale Road, Scottsdale, Arizona 85255
602-585-8888
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 9, 1997
(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>
<PAGE>
SCHEDULE 13D
CUSIP No.: 374508 10 9
_______________________________________________________________________
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
James E. Acridge
S.S. Number: ###-##-####
_______________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ ]
_______________________________________________________________________
3. SEC USE ONLY
_______________________________________________________________________
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
_______________________________________________________________________
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
_______________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_______________________________________________________________________
7. SOLE VOTING POWER
NUMBER OF 2,444,036
SHARES _________________________________________
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 163,262
EACH _________________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 2,444,036
WITH _________________________________________
10. SHARED DISPOSITIVE POWER
163,262
_______________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,607,298
_______________________________________________________________________
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ ]
_______________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.4
_______________________________________________________________________
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
_______________________________________________________________________<PAGE>
<PAGE>
This Amendment No. 7 to Schedule 13D relates to the Common Stock,
par value $.01 per share, issued by Giant Industries, Inc., a Delaware
corporation, and is being filed pursuant to Rule 13d-2 under the
Securities Exchange Act of 1934, as amended. It amends the amended
and restated Schedule 13D filed by James E. Acridge, dated February 29,
1996. This Amendment No. 7 amends and supplements Item 5 and Item 6
as follows.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of the filing of this Amendment No. 7, Mr.
Acridge directly holds 2,315,892 shares of Common Stock representing
approximately 20.8% of the 11,144,281 shares of Common Stock (the
"Outstanding Shares") deemed to be outstanding (based on information
reported in the Company's most recent 10-Q plus the Option Shares
described below).
Pursuant to Rule 13d-3, Mr. Acridge may be deemed to be the
beneficial owner of 121,714 shares of Common Stock (the "Option
Shares") by reason of options granted to Mr. Acridge under the Stock
Incentive Plan. Mr. Acridge has a presently exercisable right or a
right exercisable within 60 days to acquire these Option Shares.
Under Rule 13d-3, Mr. Acridge may also be deemed to be the
beneficial owner of 163,262 shares of Common Stock allocated to him by
virtue of his participation in the Giant Industries, Inc. Employee
Stock Ownership Plan (the "ESOP").
Under Rule 13d-3, Mr. Acridge may also be deemed to be the
beneficial owner, pending probate, of 6,430 shares of Common Stock by
virtue of being the personal representative of his father's estate.
Accordingly, Mr. Acridge may be deemed to beneficially own a
total of 2,607,298 shares of Common Stock representing approximately
23.4% of the Outstanding Shares.
(b) Mr. Acridge has sole voting and dispositive power with
respect to the 2,315,892 shares of Common Stock directly owned by him.
Mr. Acridge will have sole voting and dispositive power with
respect to the 121,714 Option Shares, at such time as he exercises
such options and acquires such shares.
As a participant in the ESOP, Mr. Acridge has the power to direct
the trustee as to voting, and has shared dispositive power with the
trustee with respect to disposition, of the 163,262 shares of Common
Stock allocated to his account in accordance with the terms of the
ESOP. The trustee is Bank of America NT&SA, located at 555 California
Street, San Francisco, California 94104.
Mr. Acridge has sole voting and dispositive power with respect to
the 6,430 shares he holds as personal representative of his father's
estate, subject to the pending probate and his obligations as personal
representative.
(c) Within the last sixty days, Mr. Acridge disposed of 100,000
shares of Common Stock. This disposition was effected through sales
on August 29, 1997 of 25,000 shares at a price of $18.75 per share, on
September 9, 1997 of 25,000 shares at a price of $20.4375 per share,
and on September 9, 1997 of 50,000 shares at a price of $19.75 per
share, all through transactions pursuant to Rule 144. No other
transactions in Common Stock were effected by Mr. Acridge during such
sixty day period.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH
RESPECT TO SECURITIES OF THE ISSUER.
Mr. Acridge has pledged 2,006,141 shares of Common Stock to
various financial institutions as security for various loans the
proceeds of which were used for general purposes and not used to
finance the acquisition of any Common Stock of the Company. Mr.
Acridge retains the right to direct the voting and disposition of such
shares and the right to receive all dividends, subject to standard
default provisions.
<PAGE>
<PAGE>
SIGNATURE
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: October 6, 1997
/s/ JAMES E. ACRIDGE
----------------------------------
James E. Acridge
