SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box

Giant Industries, Inc.

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Payment of Filing Fee (Check the appropriate box):

GIANT INDUSTRIES, INC.

23733 North Scottsdale Road

Scottsdale, Arizona 85255

Notice of 2005 Annual Meeting of Stockholders

Dear stockholder:

      Our 2005 annual meeting of stockholders will be held at 3:00 p.m. on April 27, 2005 at the Grand Hyatt New York located at 109 East 42nd Street, New York, New York 10017. At the meeting, you will be asked to:

      Stockholders of record at the close of business on March 11, 2005 are entitled to vote at the meeting and at any adjournment of the meeting. A list of stockholders entitled to vote at the meeting will be open for inspection during ordinary business hours at our corporate headquarters building from April 15, 2005 to April 27, 2005. Our stockholders may inspect this list for any purpose related to the meeting.

      Details regarding admission to the meeting and the business to be conducted at the meeting are provided in the accompanying proxy statement. It is important that your shares be represented and voted whether or not you expect to attend the meeting in person. Therefore, please date, sign and complete the enclosed proxy and return it in the enclosed envelope, which requires no postage stamp if mailed in the United States.

Scottsdale, Arizona

March 16, 2005

GIANT INDUSTRIES, INC.

23733 North Scottsdale Road

Scottsdale, Arizona 85255

PROXY STATEMENT

The Annual Meeting

      Our board of directors is soliciting your proxy to encourage your participation in our upcoming annual meeting and to obtain your support on each of the proposals. You also may attend the meeting and vote your shares directly. Your vote is important. As a result, even if you do not attend in person, we encourage you to vote by proxy.

      This year we will hold the meeting on Wednesday, April 27, 2005, at 3:00 p.m. We will hold it at the Grand Hyatt New York located at 109 East 42nd Street, New York, New York 10017. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the meeting. Please read it carefully. We are first mailing this proxy statement and the proxy card to stockholders on or about March 21, 2005. We also are mailing our 2004 annual report to you with this proxy statement.

Questions and Answers About the Annual Meeting and Voting

      At our annual meeting, stockholders will vote to elect three directors and ratify the selection of our independent auditors. In addition, management will report on our performance during 2004 and respond to questions from stockholders.

      The board has set March 11, 2005 as the record date for the annual meeting. If you were a stockholder at the close of business on March 11, 2005, you are entitled to vote at the meeting.

      As of the record date, 12,356,151 shares of our common stock were issued and eligible to vote at the meeting. There were 216 stockholders of record.

      Holders of our common stock are entitled to one vote per share. Therefore, a total of 12,356,151 votes are entitled to be cast at the meeting. There is no cumulative voting.

      In accordance with our bylaws, shares equal to at least one-half of the voting power of the outstanding shares of common stock as of the record date must be present at the meeting in order to hold the meeting and conduct business. This is called a quorum. Shares are counted as present at the meeting if:

      If you are stockholder of record, you can give a proxy to be voted at the meeting by completing, signing and mailing the enclosed proxy card. If you hold your shares in “street name,” you must vote your shares through your broker or nominee. Your broker or nominee has enclosed or will otherwise provide to you a voting instruction card for your use in directing the broker or nominee how to vote your shares.

      If your shares are registered directly in your name, you are considered the stockholder of record with respect to those shares.

      If your shares are held in a stock brokerage account or by a bank or other nominee, then the brokerage firm, bank or other nominee is considered to be the stockholder of record with respect to those shares. You, however, are still considered the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders generally cannot vote their shares directly and must instead instruct the brokerage firm, bank or other nominee how to vote their shares using the method described above under “How do I vote my shares?”.

      If you receive more than one proxy card, it means that you hold shares registered in more than one account or that more than one person in your household holds our shares. To ensure that all of these shares are voted, please sign and return each proxy card.

      If you are stockholder of record, you may vote your shares in person by attending the meeting and completing a floor ballot. Even if you currently plan to attend the meeting, we recommend that you also submit your proxy as described above so that your vote will be counted if you later decide not to attend the meeting.

      If you are a street name holder, you may vote your shares in person at the meeting only if you obtain a signed letter or other proxy from your broker, bank or other nominee giving you the right to vote the shares at the meeting.

      The election of directors requires the favorable vote of a majority of the shares of common stock entitled to vote. All other items being submitted to stockholders for a vote require the favorable vote of a majority of the shares of common stock represented at the meeting and entitled to vote.

      For the election of directors, you may vote in favor of or withhold your vote from each nominee. If you withhold your vote, that will have the same effect as a vote against the nominee. You may abstain from voting on all proposals except the election of directors. We do not include abstentions in determining how many shares are represented for purposes of a quorum. If you abstain from voting on a proposal, that will have the same effect as a vote against the proposal.

      If you hold your shares in street name and do not provide voting instructions to your broker, bank or nominee, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote under the rules of the New York Stock Exchange. In this situation, a “broker non-vote” occurs. We do not count broker non-votes in determining whether a quorum is present or whether a proposal passes.

      Our transfer agent will count the votes. In advance of the meeting, we will appoint an election inspector to count all the votes cast at the meeting and to report on the results.

      The board recommends a vote:

      If you do not specify how you want to vote your shares on your proxy card, we will vote them:

      Yes. You may revoke your proxy and change your vote at any time before your proxy is voted at the annual meeting. You can change your vote in any of the following ways:

      The proxy holders will vote all properly submitted proxies that are not revoked.

      Stockholders may be asked to present valid picture identification, such as a driver’s license or passport, before being admitted to the meeting. If you hold your shares in street name, you will need proof of ownership in order to vote at the meeting. A recent brokerage statement or letter from the broker or bank are examples of proof of ownership.

      We are soliciting proxies by mail, and we will pay the costs of soliciting these proxies. Our directors, executive officers and employees also may solicit proxies personally, by telephone or by mail. We may distribute proxy materials through brokers, custodians and other similar parties to the owners of our stock. We will reimburse them for their reasonable, out-of-pocket expenses for forwarding proxy materials to our stockholders.

Election of Directors

Nominees

      We currently have seven members on our board of directors. Effective at our last annual meeting in April 2004, we reduced the size of our board from eight to seven directors.

      Our board of directors is divided into three classes. As of March 1, 2005, there were three class I directors (Anthony J. Bernitsky, George M. Rapport and Donald M. Wilkinson), two class II directors (Fred L. Holliger and Brooks J. Klimley), and two class III directors (Larry L. DeRoin and Richard T. Kalen, Jr.). The term of each class of director is three years, with the term of one class expiring at each of our annual meetings of stockholders. The term of office of the class I directors expires at the 2005 annual meeting of stockholders.

      Our corporate governance and nominating committee recommended to the board that Mr. Bernitsky, Mr. Rapport and Mr. Wilkinson be nominees for director at the annual meeting. Based on the committee’s recommendation, our board nominated all three individuals for election to class I at the annual meeting. Mr. Bernitsky, Mr. Rapport and Mr. Wilkinson have consented to being named as nominees and have indicated their intention to serve if elected. All three of the nominees are currently serving as directors and a brief description of their business experience is set forth below.

      Unless otherwise instructed, the proxy holders will vote for the election of Mr. Bernitsky, Mr. Rapport and Mr. Wilkinson. If for any reason any of the nominees should become unable to serve as a director, the proxy holders may vote for the election of a substitute nominee designated by the board.

      The board of directors recommends a vote FOR its nominees for director.

Other directors and executive officers

      Our other directors whose terms will continue after the annual meeting and our executive officers are listed below:

      Fred L. Holliger has served as one of our directors since we went public in October 1989 and as our chairman of the board and chief executive officer since March 29, 2002. From October 1989 to March 29, 2002, Mr. Holliger was our executive vice president and chief operating officer. Mr. Holliger joined us as senior vice president, and president of our refining division, in February 1989.

      Brooks J. Klimley has served as one of our directors since August 2002. Mr. Klimley also serves as a member of the audit committee and the compensation committee and is chairman of the corporate governance and nominating committee. Since 2004, Mr. Klimley has been a consultant providing strategic and financial advice to public and private corporations. From 2001 to 2004, Mr. Klimley was a managing director at Citigroup Global Markets Inc. and its predecessor firm Salomon Smith Barney, Inc., and he was the co-head of the diversified industrials group. As co-head of the diversified industrials group, he was responsible for the global client management of a variety of large capitalization industrial companies. From 1998 to 2001, Mr. Klimley was senior managing director and co-head of the natural resources group for Bear, Stearns & Co., Inc., where he led origination and execution teams covering a broad range of natural resources companies. Mr. Klimley also is on the Board of Visitors of Columbia College in the City of New York.

      Larry L. DeRoin has served as one of our directors since June 2002. Mr. DeRoin also serves as a member of the audit committee and the corporate governance and nominating committee and is chairman of the

compensation committee. Since September 2000, Mr. DeRoin has been the president of DeRoin Management, Inc., which provides investment, management and consulting services. From 1993 to September 2000, Mr. DeRoin was chairman and chief executive officer of Northern Border Partners, L.P., chairman of the management committee for Northern Border Pipeline Co., and president of Northern Plains Natural Gas Co.

      Richard T. Kalen, Jr. has served as one of our directors since December 1989. He has been the president and owner of Kalen & Associates, an executive search and consulting firm, since April 1988.

      Morgan Gust has served as our president since March 29, 2002. From February 1999 to March 29, 2002, Mr. Gust served as our executive vice president. Mr. Gust joined the company in August 1990, and over the years served in various senior management positions for us, including vice president, vice president administration, general counsel, and corporate secretary.

      Mark B. Cox has served as our vice president, treasurer, financial officer and assistant secretary since December 1998. In March 2002, Mr. Cox was named chief financial officer and in April 2004, Mr. Cox was made executive vice president.

      C. Leroy Crow has served as executive vice president of our refining group strategic business unit since March 2000. From February 1999 to February 2000, Mr. Crow served as our senior vice president, refinery operations and raw material supply. Mr. Crow joined us in June 1997 when we acquired Phoenix Fuel, and since then has served in various senior management positions for us, including senior vice president, operations division and vice president of operations.

      Jack W. Keller has served as the president of our Phoenix Fuel strategic business unit since its formation in February 1999. He also has served as the president of Phoenix Fuel since we acquired it in June 1997 and as chief operating officer of Phoenix Fuel since May 1998.

      Robert C. Sprouse has served as executive vice president of our retail group strategic business unit since April 2003. From January 2000 to April 2003, Mr. Sprouse served as our director of retail operations. From 1996 to January 2000, Mr. Sprouse held several management positions with Strasburger Enterprises, Inc., a retail management consulting company.

      S. Leland Gould has served as our executive vice president, governmental affairs and real estate since June 2002. From March 2002 to June 2002, Mr. Gould served as our executive vice president of retail operations. Mr. Gould joined us in August 2000 as vice president, strategic business development. Prior to August 2000, Mr. Gould was vice president and national sales manager for Wolf Camera, a photo retail store chain with 800 stores nationwide. Mr. Gould also is a director and the treasurer for the New Mexico Oil and Gas Association and is a director for the New Mexico Petroleum Marketers Association.

      Kim H. Bullerdick has served as our vice president and corporate secretary since December 1998 and our general counsel since May 2000. In April 2004, Mr. Bullerdick was made senior vice president. From December 1998 to May 2000, Mr. Bullerdick was our legal department director.

      Roger D. Sandeen has served as our vice president, chief accounting officer and assistant secretary since July 2003. In January 2004, Mr. Sandeen was also named as our chief information officer. From January 2002 to July 2003, Mr. Sandeen was senior vice president and chief financial officer for Venerable Group, a privately-owned company involved in the real estate, business and information consulting and dental industries. From 2000 through 2001, Mr. Sandeen was an independent financial consultant to several organizations, including the Venerable Group. From 1989 to 2000, Mr. Sandeen was an executive officer for Xcel Energy, Inc., serving from time to time in various senior management positions, including chief financial officer, chief accounting officer and chief information officer.

      Gregory A. Barber has served as our vice president, corporate controller since April of 2004. From March 2001 to June 2004, Mr. Barber served as our vice president, special project management. From February 1999 to March 2001, Mr. Barber served as our vice president, branded wholesale marketing.

      Natalie R. Dopp has served as our vice president, human resources since September 2002. Prior to that, Ms. Dopp was responsible for our recruiting and compensation functions. Ms. Dopp joined us in April 2000 and prior to that she was employed by Scottsdale Insurance Company, a subsidiary of Nationwide Insurance.

About the board of directors

      Our board of directors meets throughout the year on a set schedule. The board also holds special meetings and acts by unanimous written consent from time to time as appropriate. The non-management members of the board periodically meet in executive session without management present. As provided in the corporate governance guidelines adopted by the board, the non-management directors designate the director who will preside at the executive sessions. The non-management directors have designated Mr. Klimley as the presiding director. He will continue to serve in that role until such time as the non-management directors designate someone else to serve in that role. It is anticipated that the non-management directors will consider the designation at least once a year.

      Our board held nine meetings during 2004. The board has established an audit committee, a compensation committee, and a corporate governance and nominating committee. During 2004, all incumbent directors attended 75% or more of the aggregate of: (1) the total number of meetings of the board, and (2) the total number of meetings of all committees on which the director served.

      It is our policy that our board of directors should make every effort to attend the annual meeting. Last year, all continuing members of the board attended the annual meeting.

Independent directors

      Our board has determined that it is comprised of a majority of individuals who are independent under the rules of the New York Stock Exchange and applicable federal law. The board has determined that, at a minimum, the following directors are independent: Anthony J. Bernitsky, George M. Rapport, Donald M. Wilkinson, Brooks J. Klimley and Larry L. DeRoin.

      In reaching that determination, the board affirmatively determined that the individuals it considers independent have no material relationship with us, either directly or as a partner, shareholder or officer of a company that has a relationship with us. In particular, the board determined that these individuals satisfied all of the following standards, which the Board amended in 2005, making certain standards more similar to the New York Stock Exchange standards:

      Our directors on the audit committee meet the following additional two standards:

About the committees of the board of directors

      Our board has an audit committee, a compensation committee, and a corporate governance and nominating committee. Each of the committees has a written charter that may be found on our website at www.giant.com. In addition, copies of the charters are available to all stockholders by calling (480) 585-8888 or by writing to: Kim H. Bullerdick, Corporate Secretary, at our corporate headquarters located at 23733 N. Scottsdale Road, Scottsdale, AZ 85255. All of the members of each of our committees are independent directors as required by the New York Stock Exchange listing standards and applicable federal law. The following table presents information about each committee.

      In identifying and nominating candidates to the board, the corporate governance and nominating committee considers, among other factors, the following:

Director candidates proposed by you

      The corporate governance and nominating committee may consider candidates recommended by our stockholders. If a stockholder wishes to propose a nominee for consideration by the committee, he or she may do so by submitting name(s) and supporting information to:

      When submitting nominees for consideration, a stockholder should explain why the proposed nominee meets the factors that the corporate governance and nominating committee considers important. All candidates proposed will be evaluated by the same criteria regardless of who proposes the candidate.

Corporate governance guidelines

      In March 2004, the board adopted corporate governance guidelines. A copy of the corporate governance guidelines may be found on our website at www.giant.com. In addition, copies of the corporate governance

guidelines are available to all stockholders by calling (480) 585-8888 or by writing to: Kim H. Bullerdick, Corporate Secretary, at our corporate headquarters located at 23733 N. Scottsdale Road, Scottsdale, AZ 85255. The guidelines set out our thoughts on, among other things, the following:

Code of ethics

      We have adopted a code of ethics that applies to all of our directors, executives and employees. We have filed a copy of our code of ethics as Exhibit 14.1 to our annual report on Form 10-K for the year ended December 31, 2003. The code of ethics also is posted on our website at www.giant.com. In addition, copies of the code of ethics are available to all stockholders by calling (480) 585-8888 or by writing to: Kim H. Bullerdick, Corporate Secretary, at our corporate headquarters located at 23733 N. Scottsdale Road, Scottsdale, AZ 85255. We intend to report on Form 8-K all amendments to or waivers from the code of ethics that are required to be reported by the rules of the Securities and Exchange Commission.

Contacting the board

      If you wish to contact the board, you may do so by writing the board at:

      If you wish to contact the presiding director or the non-management directors as a group, you may do so by sending your correspondence to the attention of the Corporate Secretary (Presiding Director) or to the attention of the Corporate Secretary (Non-Management Directors), as appropriate. Our corporate secretary will forward your correspondence to the appropriate members of the board.

Compensation of directors

      Effective May 1, 2004, our non-employee directors receive the following compensation for serving as a director for us:

Prior to May 1, 2004, our non-employee directors received the following compensation for serving as a director for us:

In addition, we reimburse all directors for reasonable, out-of-pocket expenses that they incur to attend our board and committee meetings.

Executive Compensation

      The following table sets forth the compensation we paid in the last three years to our chief executive officer and our four other most highly compensated executive officers. We will refer to these five persons as our “named executive officers”.

Summary Compensation Table

Option Grants in Last Fiscal Year

      During 2004, we did not make any grants of stock options to any of our employees.

Aggregated Option/ SAR Exercises In Last Fiscal Year

And Fiscal Year-End Option Values

      The following table provides information on option exercises during 2004 by our named executive officers and the value of their unexercised options at December 31, 2004.

Employment agreements

      We have entered into employment agreements with Mr. Holliger, Mr. Gust and Mr. Cox. The employment agreements expire on December 11, 2006 but will automatically extend for successive one-year periods unless we or the executive gives notice of termination.

      Pursuant to the agreements, Mr. Holliger, Mr. Gust and Mr. Cox currently receive base salary at an annual rate as follows: Mr. Holliger — $550,000, Mr. Gust — $375,000 and Mr. Cox — $220,000. The amounts are subject to increase during the terms of the agreements as the board deems appropriate with respect to Mr. Holliger and Mr. Gust, and as the chief executive deems appropriate and the compensation committee approves with respect to Mr. Cox. The base salary for each executive may only be reduced in connection with an across-the-board reduction applicable to all of our senior executives. Each agreement provides that the executive is entitled to participate in any bonus or benefit plans that we make available to our senior executives.

      The following is a summary of the amounts or benefits each executive or his estate will receive from us if he is terminated under the circumstance noted. The complete agreements have been filed as exhibits to our Annual Report on Form 10-K for the year ended December 31, 2003.

Compensation Committee Report on Executive Compensation

      The following report of the compensation committee of the board on executive compensation shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission nor shall this information be incorporated by reference into any future filing made by us with the Securities and Exchange Commission, except to the extent that we specifically incorporate it by reference into any filing.

      The functions of the compensation committee include overseeing the administration of our compensation programs, setting the compensation for our chief executive officer and president, reviewing and approving the compensation of executive officers, preparing any report on executive compensation required by the rules and regulations of the Securities and Exchange Commission, and addressing any further compensation matters requested by the board. The compensation committee currently consists of four members of the board, each of whom the board has determined is independent.

      Our annual bonus plans generally include criteria for cash bonuses for key personnel who, by the nature and scope of their positions, significantly impact our overall results and success. We also have a stock incentive plan — the 1998 Stock Incentive Plan. The purpose of the plan is to attract, retain and motivate officers and other key employees and consultants and to provide these persons with incentives and rewards for superior performance linked to our profitability increases in stockholder value.

      The committee considers the following major elements in establishing compensation for our executive officers:

      In the case of base salary and awards granted under the stock plan to executive officers, the application and weight given each of these factors is not done mechanically or quantitatively, but rather the committee uses its discretion, best judgment and the experience of its members to examine the totality of all of the relevant factors. In exercising this discretion, the committee believes that it generally tends to give greater weight to factors (1), (2), and (3) above in fixing base salary and any merit/ cost of living increase and to factor (5) in making awards under the stock plan. In applying factor (1), the committee believes that total compensation does not exceed the third quartile of amounts paid to equally competent employees in similar

positions at other companies, after giving effect to the fact that we do not have a defined benefit or actuarial pension plan for our executive officers, while contributions by companies with these plans tend to be quite significant, and the belief that we have historically granted fewer stock options than appears to be the practice at other companies.

      In applying the foregoing compensation policies to the salaries of the chief executive officer (“CEO”) and the president during 2004, the committee authorized an increase in the CEO’s salary of $100,000, resulting in his base salary being increased from $450,000 per year to $550,000 per year, and an increase in the president’s salary of $50,000, resulting in his base salary being increased from $325,000 per year to $375,000 per year, both effective May 1, 2004. The committee authorized these increases after considering the foregoing compensation policies, information on executive compensation paid by other companies, and various other information relating to compensation.

      For our executive officers, as well as for certain other key management employees, we adopted the 2004 Management Discretionary Bonus Plan. As to our CEO and president, the plan is administered by the compensation committee. As to all other eligible employees, the plan is administered by an administrative committee consisting of our CEO, president, and vice president of human resources.

      The plan provided for the accrual during 2004 of a pool of money from which bonuses could be paid based on an assessment by the administrative committee of our anticipated performance and other factors which it deemed appropriate. To consider the payment of any bonuses, we had to meet a pre-tax earnings threshold for 2004. The committee determined that our earnings had exceeded the plan threshold and the bonus pool was funded.

      Cash bonuses awarded to plan participants under the plan were based on an evaluation of individual performance and accomplishments and the participant’s contributions and support of our achievement of our goals and objectives for 2004. Such goals and objectives included pre-tax earnings, cash flow, and capital expenditure targets, completing a refinancing/ recapitalization program, and implementing a long-term crude oil supply agreement for our Yorktown refinery.

      The actual bonus recommended, if any, was within the complete and sole discretion of the participant’s supervisor, and was subject to the final approval of the administrative committee in its sole discretion. In recommending a bonus award, supervisors could utilize measurable performance goals and achievements, commitment to our values, and other incentive or performance measurement criteria as applicable to the individual’s area of responsibility. To receive a bonus, the participant had to be employed by us at the time the funds were awarded, which was February 4, 2005.

      In reviewing the administrative committee’s proposed bonuses for our executive officers, and determining the bonuses to be paid our CEO and President, the compensation committee reviewed and discussed information on executive compensation paid by other companies as well as various other materials and matters regarding the payment of bonuses to the Corporation’s executive officers, including: (1) the elements and criteria considered by the compensation committee in setting executive compensation discussed above; (2) the application of the provisions of the plan regarding the award of bonuses, including how our results of operations for 2004 compared to our goals and objectives; and (3) the performance and contribution of the executive officers.

      In connection with the compensation committee’s discussion of the 2004 performance and contribution of both our CEO and president, the compensation committee took note of the leadership role that they had played in the achievement of our goals and objectives, including: (1) year-end financial performance that exceeded the plan’s financial goals; (2) our successful refinancing/ recapitalization activities during the year, which resulted in the issuance of 3 million additional shares of common stock, the redemption of a portion of our outstanding 11% senior subordinated notes due 2012, and the execution of a new $100 million three-year senior secured revolving credit facility with a group of banks; and (3) the execution of a long-term supply agreement with Statoil for the purchase of acidic crude oil for use at our Yorktown refinery, as well as the completion of upgrades at the refinery that enabled it to process larger quantities of this crude oil.

      The compensation committee and the board reserve the right, in their sole discretion, to amend, modify or eliminate the annual bonus plan or its application or administration, in whole or in part, in future years. If the compensation committee determines to continue such a plan to future years, the elements of the plan will be adjusted to reflect the amount of earnings to be required before the plan becomes effective, the range of bonuses payable at various levels of earnings and other matters.

      Section 162 of the Internal Revenue Code includes a provision limiting tax deductions for certain executive compensation in excess of $1,000,000 for each executive. The committee has analyzed the impact of this tax law on our compensation policies, and has decided for the present to not modify our compensation policies based on this tax law. The committee will periodically reconsider its decision as circumstances dictate.

Comparison of Cumulative Total Return Among the Company,

S&P Industrials Index, and S&P Energy Composite Index(1)

Compensation Committee Interlocks and Insider Participation

      During 2004, our compensation committee was comprised of Larry L. DeRoin (Chairman), Anthony J. Bernitsky, Richard T. Kalen, Jr., Brooks J. Klimley, and George M. Rapport. Mr. Kalen resigned from the committee on March 6, 2004 and Mr. Bernitsky was added to the committee on April 29, 2004. No member of our compensation committee is or ever was an officer or employee of ours. In addition, during 2004, there were no compensation committee interlock relationships required to be disclosed under the federal securities laws.

Security Ownership of Management

      The following table sets forth information concerning the beneficial ownership of our common stock as of March 14, 2005 (unless otherwise noted) by (1) each director and nominee for director, (2) each named executive officer, and (3) all executive officers and directors as a group. Except as otherwise indicated, to our knowledge, all persons listed below have sole voting and investment power with respect to their shares, except to the extent that authority is shared by spouses under applicable law. Our only outstanding class of equity securities is our common stock.

Shares Owned By Certain Shareholders

      The following table sets forth information concerning the beneficial ownership of our common stock as of March 14, 2005 (unless otherwise noted) by each stockholder who is known by us to own beneficially in excess of 5% of our outstanding common stock. Except as set forth below, no other person or entity is known by us to beneficially own more than 5% of our outstanding common stock.

Section 16(a) Beneficial Ownership Reporting Compliance

      The federal securities laws require our officers and directors, and persons who own more than 10 percent of our common stock, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and the New York Stock Exchange. These individuals also are required to furnish us with copies of all reports they file. Based solely upon a review of the filings provided to us during 2004, or with respect to 2004, or written representations that no filings were required, we believe that, except as set forth below, each person who at any time during 2004 was a director, officer, or greater than 10 percent beneficial owner filed the required reports on a timely basis.

      James E. Acridge was a member of our board of directors until April 29, 2004. Mr. Acridge has been involved in bankruptcy proceedings since 2002. According to a Form 4 filed on March 7, 2002, Mr. Acridge reported that he owned 1,400,695 shares of our common stock, including 200 shares owned by his wife as to which he disclaimed beneficial ownership. The publicly available filings obtained by us in the course of Mr. Acridge’s personal bankruptcy proceeding indicate that a substantial number of Mr. Acridge’s shares of common stock have been sold. We believe that all of the sales transactions required the filing of a Form 4 or a Form 5. We do not believe any Form 4 or Form 5 filings were made. From the information available to us, however, it is unclear precisely how many reports were late or the number of transactions that were not reported on a timely basis.

Audit Committee Report

      The following report of the audit committee shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission nor shall this information be incorporated by reference into any future filings made by us with the Securities and Exchange Commission, except to the extent that we specifically incorporate it by reference into any filing.

      In accordance with the written charter adopted by the board, the committee assists the board in fulfilling its responsibility for oversight of the quality and integrity of our accounting, auditing and financial reporting practices. During 2004, our audit committee met seven times. Each member of the committee is independent under the standards maintained by the New York Stock Exchange and under applicable federal law.

      In discharging its oversight responsibility as to the audit process, the audit committee: (1) obtained from the independent auditors a formal written statement describing all relationships between the auditors and us that might bear on the auditors’ independence consistent with Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees,” (2) discussed with the auditors any relationships that may impact their objectivity and independence, and (3) satisfied itself as to the auditors’ independence. The committee also discussed with management and the independent auditors the quality and adequacy of our internal controls.

      The committee discussed and reviewed with the independent auditors all communications required by generally accepted auditing standards, including those described in Statement on Auditing Standards No. 61, as amended, “Communication with Audit Committees” and, with and without management present, discussed and reviewed the results of the independent auditors’ audit of the financial statements.

      The committee reviewed and discussed our audited financial statements as of and for the year ended December 31, 2004 with management and the independent auditors. Our management has the responsibility for preparing the financial statements and the independent auditors have the responsibility for auditing those statements.

      Based on the review and discussions with management and the independent auditors described in the preceding three paragraphs, the committee recommended to the board that our audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2004, for filing with the Securities and Exchange Commission. The committee also decided to reappoint the independent auditors.

Audit Fees

      The following table sets forth fees for services Deloitte & Touche LLP provided to us during 2004 and 2003:

      The audit committee has determined that the provision of certain non-audit services by Deloitte & Touche LLP is compatible with maintaining their independence. Except as noted below, the audit committee approves in advance all audit and non-audit services provided by Deloitte & Touche LLP. The chairman, or in his absence, any other member of the audit committee also has delegated authority from the committee to pre-approve services provided by Deloitte & Touche LLP. In this case, the member pre-approving the services must report the pre-approval to the audit committee at its next meeting. In addition, as permitted by SEC rules, our chief financial officer, chief accounting officer, or controller may approve permitted non-audit services having a value of less than $5,000 in certain limited circumstances. During 2004, all services provided by Deloitte & Touche LLP were pre-approved in accordance with this policy.

Ratification of Appointment of Auditors

      We have selected Deloitte & Touche LLP, independent auditors, to audit our consolidated financial statements for 2005. Deloitte & Touche LLP has served as our independent auditors since we became a public company in 1989. We are asking our stockholders to ratify the appointment of Deloitte & Touche as independent auditors for 2005.

      In the event stockholders fail to ratify the appointment, the audit committee may reconsider this appointment. Even if the appointment is ratified, the audit committee, in its discretion, may direct the appointment of a different independent accounting firm at any time during the year if the audit committee determines that such a change would be in our stockholders’ best interests.

      The audit committee has approved all services provided by Deloitte & Touche LLP. A member of Deloitte & Touche LLP will be present at the meeting, will have the opportunity to make a statement, and will be available to respond to appropriate questions you may ask.

      The board of directors recommends a vote FOR ratification of the appointment of Deloitte & Touche LLP as independent auditors.

Stockholders’ Proposals

      We welcome comments or suggestions from our stockholders. In the event that you desire to have a proposal formally considered at the 2006 annual meeting of stockholders, and evaluated by the board for inclusion in the proxy statement for that meeting, the proposal must be received in writing by our corporate secretary at the address on the first page of this proxy statement on or before November 16, 2005.

      In the event you desire to present a proposal at our 2006 annual meeting without seeking to have the proposal included in our proxy statement, our proxies will not be allowed to use their discretionary voting authority in connection with the proposal if you provide a written statement to us telling us that you intend to deliver a proxy statement and form of proxy to holders of at least the percentage of our voting shares required under applicable law to carry the proposal. The statement must be provided to us within the time period specified in our bylaws for the receipt of stockholder notices. Our bylaws provide that notice of your proposal must be delivered to or mailed and received at our principal executive offices not less than 90 days nor more than 120 days prior to the annual meeting. In the event, however, that less than 100 days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, to be timely, your notice must be received by us not later than the close of business on the 10th day following the day on which the notice of the date of the meeting was mailed or public disclosure was made, whichever first occurs. Your notice to us must set forth as to each matter you propose to bring before the meeting:

      You also must include the statement in your filed proxy materials. Immediately after you solicit the percentage of stockholders required to carry the proposal, you must also provide us with a statement from a solicitor or other person with knowledge confirming that the necessary steps have been taken to deliver a proxy statement and form of proxy to holders of at least the percentage of our voting shares required under applicable law to carry the proposal. All statements should be sent in writing to our corporate secretary at the address set forth on the first page of this proxy statement.

Other Matters

      We are not aware of any other matters to be presented at the annual meeting. If any other matter proper for action at the annual meeting should be properly presented, the proxy holders will vote the shares represented by the proxy on the matter in accordance with their best judgment. If any matter not proper for action at the annual meeting should be presented, the proxy holders will vote against consideration of the matter or action on the matter.

Scottsdale, Arizona

March 16, 2005

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF GIANT INDUSTRIES, INC.

     Mark B. Cox and Kim H. Bullerdick, and each of them, are appointed proxies, with full power of substitution, to vote all of the stock of the undersigned shown on the reverse side hereof at the Annual Meeting of Stockholders of Giant Industries, Inc. to be held on Wednesday, April 27, 2005, or at any postponement or adjournment thereof, with the same effect as if the undersigned were present and voting the stock on all matters set forth in the Notice of Annual Meeting of Stockholders, dated March 16, 2005, and the Proxy Statement, dated March 16, 2005, as directed on the reverse side hereof.

     This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. Unless otherwise directed, or if no direction is given, this Proxy will be voted FOR all of the nominees in Item 1, FOR Item 2, and in accordance with the best judgment of the proxies or any of them on any other matters which may properly come before the meeting.

PLEASE COMPLETE, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED PREPAID ENVELOPE.

(Continued and to be signed on the other side.)

 

Giant Industries, Inc.

PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. Å

	The Board of Directors recommends a vote FOR the nominees listed below and FOR Item 2.
1.	Election of Directors —

(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the “For All Except” box and write that nominee’s name in the space provided below.)

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2.	Ratification of the appointment of Deloitte & Touche LLP by the Audit Committee as the independent auditors of the Company and its subsidiaries for the fiscal year ending December 31, 2005.

3.	In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting.

The undersigned acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement.

YOUR VOTE IS IMPORTANT.

PLEASE COMPLETE, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED PREPAID ENVELOPE.