SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* HOLLY CORP (Last) (First) (Middle) 100 CRESCENT COURT SUITE 1600 (Street) DALLAS TX 75201 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol HOLLY ENERGY PARTNERS LP [ HEP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/13/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Units	07/13/2004		J(1)		87,334	A	(1)	87,334	D
Common Units	07/13/2004		J(2)		87,334	D	(2)	0	D
Common Units	07/13/2004		J(1)		812,666	A	(1)	812,666	I	see footnote(1)
Common Units	07/13/2004		J(2)		812,666(2)	D	(2)	0	I	see footnote(2)
Subordinated Units	07/13/2004		J(1)		7,000,000	A	(1)	7,000,000	I	see footnote(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* HOLLY CORP (Last) (First) (Middle) 100 CRESCENT COURT SUITE 1600 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Navajo Pipeline Co., L.P. (Last) (First) (Middle) 100 CRESCENT COURT SUITE 1600 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Indirect Owner of Issuer's Uni

1. Name and Address of Reporting Person* Holly Logistic Services, L.L.C. (Last) (First) (Middle) 100 CRESCENT COURT SUITE 1600 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) GP of Issuer's GP

1. Name and Address of Reporting Person* HEP Logistics Holdings, L.P. (Last) (First) (Middle) 100 CRESCENT COURT SUITE 1600 (Street) DALLAS TX 75201 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) GP of Issuer

Explanation of Responses:

1. At the closing of the Issuer?s initial public offering (the "Offering") of Common Units, each of Holly, NRC, WCRC and GP LP contributed certain assets and liabilities to the capital of the Issuer. As partial consideration for the capital contributions (i) Holly received 87,334 Common Units, (ii) NRC received 212,775 Common Units, (iii) WCRC received 100,470 Common Units and (iv) GP LP received (a) a continuation of its 2% general partner interest, (b) incentive distribution rights, (c) 499,421 Common Units and (d) 7,000,000 Subordinated Units in the Issuer. As of the closing, (i) Holly was the indirect beneficial owner of the Common Units held by NRC and WCRC and (ii) Holly, NPC and GP LLC were indirect beneficial owners of the Common Units and Subordinated Units owned by GP LP.

2. In connection with the Offering, the underwriters were granted the right to purchase up to 900,000 Common Units from affiliates of the Issuer solely to cover over allotments. Concurrently with the closing of the Offering, the underwriters fully exercised the purchase option and purchased an aggregate of 900,000 Common Units from Holly, NRC, WCRC and GP LP. The disposition price was $22.25 per Common Unit. Following the disposition of Common Units to the underwriters, Holly, NPC and GP LLC were indirect beneficial owners of the Subordinated Units owned by GP LP.

Remarks:

As of July 13, 2004, Holly indirectly owns 100% of each of Navajo Pipeline Co., L.P. ("NPC") and Navajo Refining Company, L.P. ("NRC"). NPC is the sole member of Holly Logistic Services, L.L.C. ("GP LLC") and the sole limited partner of HEP Logistics Holdings, L.P. ("GP LP"). GP LLC is the sole general partner of GP LP. NRC is the sole member of Woods Cross Refining Company, L.L.C. ("WCRC"). GP LP is the sole general partner of the Issuer.

	/s/ Stephen J. McDonnell Stephen J. McDonnell Vice President and Chief Financial Officer	07/15/2004
	Stephen J. McDonnell	07/15/2004
	Stephen J. McDonnell	07/15/2004
	Stephen J. McDonnell	07/15/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.