GIANT INDUSTRIES, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS

                           FOR DIRECTORS AND EMPLOYEES

                             ADOPTED MARCH 11, 2004



INTRODUCTION



This Code of Business Conduct and Ethics (the "Code") covers a wide range of

business practices and procedures. It does not cover every issue that may arise,

but it sets out basic principles to guide all directors of Giant Industries,

Inc. and its subsidiaries (collectively, the "Company") and all employees,

including officers, of the Company. All of our employees and directors must

conduct themselves in accordance with the Code and seek to avoid the appearance

of improper behavior.



If a law or regulation conflicts with a policy in this code, you must comply

with the law; however, if a local custom or policy conflicts with this Code, you

must comply with the Code. QUESTIONS SHOULD BE REFERRED TO THE EMPLOYEE'S

SUPERVISOR OR TO THE COMPANY'S LEGAL DEPARTMENT BEFORE ACTION IS TAKEN IF YOU

ARE UNSURE WHAT TO DO.



Those who violate the standards in this Code will be subject to disciplinary

action, up to and including termination. If you are in a situation that you

believe may violate or lead to a violation of this Code, follow the guidelines

described in Sections 11 and 12 of this Code.



1.    COMPLIANCE WITH LAWS, RULES AND REGULATIONS



      Doing what is right, treating others as you would want to be treated, and

obeying the law, both in letter and in spirit, are the foundations on which this

Company's ethical standards are built. We expect all of our employees and

directors to endeavor to respect and obey the applicable laws of the relevant

jurisdictions in which we operate. Although not all employees and directors are

expected to know the details of these laws, it is important to know enough to

determine when to seek advice from supervisors, managers or the Company's Legal

Department.



2.    CONFLICTS OF INTEREST



      A "conflict of interest" exists when a person's private interest

interferes in any way - or appears to interfere - with the interests of the

Company. A conflict situation can arise when an employee or director takes

actions or has interests that may make it difficult to perform his or her

Company work objectively and effectively. Conflicts of interests also may arise

when an employee or director, or members of his or her family, receives improper

personal benefits as a result of his or her position in the Company.



      It is almost always a conflict of interest for a Company employee to work

simultaneously for a competitor, customer or supplier. Employees are not allowed

to work for a competitor as an employee, consultant or board member. The best

policy is to avoid any direct or indirect business connection with our

customers, suppliers or competitors, except on the Company's behalf.



      Directors should inform the Chair of the Corporate Governance and

Nominating Committee and the CEO prior to accepting appointments to the board of

directors or the advisory board of any public or privately held company. The

disclosure requirements and other possible conflict of interest issues involved

must be analyzed and discussed.





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      Except as approved in advance by the Board of Directors (the "Board"), or

as otherwise specified by the Board, conflicts of interest are prohibited as a

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