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): March 2, 2006

HOLLY CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	001-03876 (Commission File Number)	75-1056913 (I.R.S. Employer Identification Number)
100 Crescent Court, Suite 1600 Dallas, Texas (Address of principal executive offices)		75201-6927 (Zip code)

Registrant’s telephone number, including area code: (214) 871-3555

Not applicable
(Former name or former address, if changed since last report)

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 March 2, 2006, Holly Corporation (the “Company”) issued a press release announcing that it has entered into a definitive agreement to sell substantially all of the assets of its wholly-owned subsidiary, Montana Refining Company, a Partnership, including its refinery in Great Falls, Montana, to a subsidiary of Connacher Oil & Gas Limited of Calgary, Alberta.

     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, 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 Company 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 this information, the Company makes no admission as to the materiality of any information in this report, including Exhibit 99.1, or that any such information includes material investor information that is not otherwise publicly available.

     The information contained in this report on Form 8-K, including the information contained in Exhibit 99.1, is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise from time to time. The Company disclaims any current intention to revise or update the information contained in this report, including the information contained in Exhibit 99.1, although the Company 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.

(c) Exhibits.

99.1 — Press Release of the Company issued March 2, 2006 announcing that it has entered into a definitive agreement to sell substantially all of the assets of Montana Refining Company, a Partnership, including its refinery in Great Falls, Montana, to a subsidiary of Connacher Oil & Gas Limited of Calgary, Alberta.*

* Furnished herewith.

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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 thereunto duly authorized.

HOLLY CORPORATION
By:	/s/ Scott C. Surplus
	Scott C. Surplus
	Vice President, Financial Reporting

Date: March 2, 2006

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EXHIBIT INDEX

Exhibit
Number		Exhibit Title
99.1	—	Press Release of the Company issued March 2, 2006 announcing that it has entered into a definitive agreement to sell substantially all of the assets of Montana Refining Company, a Partnership, including its refinery in Great Falls, Montana, to a subsidiary of Connacher Oil & Gas Limited of Calgary, Alberta.*

* Furnished herewith.

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EX-99.1

Exhibit 99.1

HOLLY ANNOUNCES SALE OF MONTANA REFINERY ASSETS TO CONNACHER

DALLAS, March 2 — Holly Corporation (NYSE: HOC) announced today that it has entered into a definitive agreement to sell the assets of Montana Refining Company, a Partnership, to a subsidiary of Connacher Oil & Gas Limited (TSX: CLL) of Calgary, Alberta. Montana Refining Company currently operates an 8,000 barrels per day refinery and related assets in Great Falls, Montana. Subject to certain closing adjustments, the purchase price for the assets including inventories is approximately $55 million and consists of cash and 1,000,000 shares of Connacher common stock.

“We are pleased with this transaction, and we believe the valued employees and assets of Montana Refining Company have a bright future with Connacher,” said Matthew P. Clifton, Chief Executive Officer of Holly Corporation.

The consummation of the sale is subject to certain conditions, and both companies expect the closing to occur on or before April 1, 2006.

ABOUT HOLLY

Holly Corporation, headquartered in Dallas, Texas, is an independent petroleum refiner and marketer that produces high value light products such as gasoline, diesel fuel and jet fuel. After closing this transaction, Holly will operate through its subsidiaries a 75,000 barrels per day (“bpd”) refinery located in Artesia, New Mexico and a 26,000 bpd refinery in Woods Cross, Utah. Holly also owns a 45% interest (including the general partner interest) in Holly Energy Partners, L.P.

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. 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 performance and involve certain risks and uncertainties, including those contained in the company’s filings with the Securities and Exchange Commission. Although the company believes 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, other than as required by law, and 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

Stephen J. McDonnell, Vice President and Chief Financial Officer
M. Neale Hickerson, Vice President, Investor Relations
Holly Corporation
214/871-3555