8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

October 20, 2009 (October 19, 2009)

HOLLY ENERGY PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware
(State of Incorporation) 001-32225
(Commission File Number) 20-0833098
(I.R.S. Employer
Identification Number)

100 Crescent Court, Suite 1600, Dallas, Texas 75201-6915

(Address of Principal Executive Offices)

(214) 871-3555

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

     On October 20, 2009, Holly Energy Partners, L.P. (the “Partnership”) issued a press release announcing that a subsidiary of the Partnership has entered into a definitive agreement with Sinclair Tulsa Refining Company (“Sinclair”) to acquire Sinclair’s Tulsa refinery. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein in its entirety.

     In accordance with General Instruction B.2 of Form 8-K, the information furnished in this report on Form 8-K pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”), or otherwise subject to the liabilities of that section, unless the Partnership specifically incorporates it by reference in a document filed under the Exchange Act or the Securities Act of 1933. By filing this report on Form 8-K and furnishing the information pursuant to Item 7.01, the Partnership makes no admission as to the materiality of any information in this report furnished pursuant to Item 7.01, including Exhibit 99.1, or that any such information includes material investor information that is not otherwise publicly available.

     The information furnished in this report on Form 8-K pursuant to Item 7.01, including the information contained in Exhibit 99.1, is summary information that is intended to be considered in the context of the Partnership’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Partnership may make, by press release or otherwise, from time to time. The Partnership disclaims any current intention to revise or update the information furnished in this report on Form 8-K pursuant to Item 7.01, including the information contained in Exhibit 99.1, although the Partnership may do so from time to time as its management believes is warranted. Any such updating may be made through the furnishing or filing of other reports or documents with the SEC, through press releases or through other public disclosure.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of Holly Energy Partners, L.P. issued October 20, 2009

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HOLLY ENERGY PARTNERS, L.P.
By:	HEP Logistics Holdings, L.P., its General Partner
By:	Holly Logistic Services, L.L.C., its General Partner
By:	/s/ Bruce R. Shaw
	Bruce R. Shaw, Senior Vice President and Chief Financial Officer

Date: October 20, 2009

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Holly Energy Partners, L.P. issued October 20, 2009

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EX-99.1

EXHIBIT 99.1

Holly Energy Partners Announces Definitive Agreement With Sinclair Oil Corporation to Acquire Assets at Sinclair’s Tulsa Refinery

Transaction in Combination with Holly Corporation’s Acquisition of Sinclair Refinery

DALLAS — October 20, 2009 — Holly Energy Partners, L.P. (NYSE: HEP) (“HEP” or the “Partnership”) announced today that it has entered into a definitive agreement with a subsidiary of Sinclair Oil Corporation (“Sinclair”) to purchase certain logistics and storage assets at Sinclair’s refinery located in Tulsa, Oklahoma. Holly Corporation (NYSE: HOC) (“Holly”), an affiliate of HEP that controls HEP’s general partner, is also a party to the definitive agreement and has agreed to purchase the refining assets at Sinclair’s Tulsa refinery.

Under the terms of the agreement, HEP will purchase approximately 1.4 million barrels of storage as well as light products, asphalt and propane loading racks, and an associated refined product delivery pipeline for $75 million comprised of $21.5 million in cash and $53.5 million in HEP common units.

The transaction is subject to customary closing conditions as well as certain regulatory conditions.

In conjunction with the transaction, it is anticipated that subsidiaries of Holly and HEP will enter into a long-term contract similar to others between Holly and HEP under which Holly and HEP will agree to the fees Holly will pay for its use of the assets HEP is acquiring, including a minimum revenue commitment by Holly.

HEP expects the transaction to be immediately accretive to its distributable cash flow.

Matt Clifton, Chairman and CEO of HEP, said, “This acquisition represents a great opportunity for HEP. By combining with Holly Corporation to purchase Sinclair’s Tulsa refining and logistics assets, we are acquiring a substantial set of assets at a very attractive price. The transaction will provide an additional long term guaranteed revenue stream and it will position HEP to pursue other growth opportunities as Holly executes on its plan to integrate its two Tulsa refining assets”.

About Holly Energy Partners, L.P.

Holly Energy Partners, L.P., headquartered in Dallas, Texas, provides petroleum product and crude oil transportation, tankage and terminal services to the petroleum industry, including Holly Corporation, which currently owns a 41% interest (which includes a 2% general partner interest) in the Partnership. The Partnership owns and operates petroleum product and crude pipelines, tankage and terminals located in Texas, New Mexico, Arizona, Washington, Idaho and Utah. In addition, the Partnership owns a 70% interest in Rio Grande Pipeline Company, a transporter of LPGs from West Texas to Northern Mexico, and a 25% interest in SLC Pipeline LLC, a transporter of crude oil in the Salt Lake City area.

The following is a ‘safe harbor’ statement under the Private Securities Litigation Reform Act of 1995: The statements in this press release relating to matters that are not historical facts are ‘forward-looking statements’ within the meaning of the federal securities laws, including, but not limited to, statements identified by the words “anticipate,” “believe,” “estimate,” “expect,” “plan,” “intend,” “will” and “forecast,” and similar expressions and statements regarding our business strategy, plans and objectives for future operations. These statements are based on our beliefs and assumptions using currently available information and expectations as of the date hereof, are not guarantees of future events or performance and involve certain risks and uncertainties. Important factors that could cause our actual results to differ materially from the expectations reflected in our forward looking statements include the demand for refined petroleum products in markets we serve, our ability to complete and integrate announced acquisitions, and those additional risks contained in our filings made from time to time with the Securities and Exchange Commission. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that our expectations will prove correct. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in these statements. The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

FOR FURTHER INFORMATION, contact:

Bruce R. Shaw, Senior Vice President & Chief Financial Officer

M. Neale Hickerson, Vice President, Investor Relations

Holly Corporation/Holly Energy Partners

214-871-3555