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): November 20, 2007 (November 20, 2007)

HOLLY CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	001-03876	75-1056913
(State or other	(Commission File Number)	(I.R.S. Employer
jurisdiction of incorporation)		Identification Number)
100 Crescent Court,		75201-6915
Suite 1600		(Zip code)
Dallas, Texas
(Address of principal
executive offices)

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 November 20, 2007, Holly Corporation (“Holly”) and Holly Energy Partners, L.P. (the “Partnership”) issued a joint press release announcing an agreement in principle for the acquisition by the Partnership from Holly of certain pipeline and tankage assets for approximately $180 million. A copy of the joint 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.

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Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

99.1 — Joint Press Release of Holly and the Partnership issued November 20, 2007 announcing an agreement in principle for the acquisition by the Partnership from Holly of certain pipeline and tankage assets for approximately $180 million.*

* 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/ Stephen J. McDonnell
	Stephen J. McDonnell
	Vice President and Chief Financial Officer

Date: November 20, 2007

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EXHIBIT INDEX

Exhibit
Number		Exhibit Title
99.1	—	Joint Press Release of Holly and the Partnership issued November 20, 2007 announcing an agreement in principle for the acquisition by the Partnership from Holly of certain pipeline and tankage assets for approximately $180 million.*

* Furnished herewith.

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EX-99.1

Exhibit 99.1

Holly Energy Partners and Holly Corporation Announce Agreement in Principle for Acquisition of Pipeline and Tankage Assets

DALLAS, TX, November 20, 2007 — Holly Energy Partners, L.P. (NYSE:HEP) and Holly Corporation (NYSE:HOC) today announced an agreement in principle for the acquisition by Holly Energy from Holly of certain pipeline and tankage assets for approximately $180 million. The approximate purchase price of $180 million is expected to be paid in cash of approximately $171 million and Holly Energy common units valued at approximately $9 million. In connection with the closing of the proposed transaction, Holly and Holly Energy would enter into a 15-year pipelines and tankage agreement containing minimum annual revenue commitments from Holly. Holly Energy expects to finance the cash portion of the acquisition through a combination of issuance of debt and borrowings under the Partnership’s $100 million revolving credit facility. The proposed transaction has been approved by the Boards of Directors for both Holly Energy and Holly after approvals by the Conflicts Committee for Holly Energy, which is comprised solely of independent outside directors for Holly Energy, and the Holly Audit Committee, which is composed solely of outside directors of Holly. The Boards of Directors for both companies have obtained fairness opinions from financial advisory firms in connection with this proposed transaction. Completion of the transaction is subject to Holly Energy’s obtaining satisfactory financing and to other customary closing conditions. The companies expect the proposed transaction to close during the fourth quarter of 2007 or the first quarter of 2008.

These assets being acquired consist of:

• The Navajo Refinery crude oil delivery system—Approximately 136 miles of crude oil trunk lines delivering crude to the Navajo refining facility in Southeast New Mexico.

• Western Permian Basin crude gathering lines plus lease connection lines—Approximately 675 miles of gathering and connection pipelines located in West Texas and New Mexico. These lines primarily connect to the acquired crude oil refinery delivery system.

• Refinery on-site crude tankage located within the Navajo and Woods Cross refinery complexes, with approximately 600,000 barrels per day of storage capacity.

• Artesia to Roswell, New Mexico jet fuel products pipeline and terminal (terminal leased through September 2011).

• Woods Cross Refinery pipelines—Approximately 14 miles of crude oil and product pipelines.

“This acquisition fits well into Holly Energy’s strategy of disciplined growth through the addition or expansion of steady income generating assets. As with all of Holly Energy’s existing assets, this acquisition consists of assets generating 100% fee based transportation and terminal

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revenues. We expect this transaction will be immediately positive for Holly Energy’s distributable cashflow. These assets coupled with Holly Energy’s current set of organic projects should allow Holly Energy to continue with its strong track record of providing growth to its limited partners,” said Matt Clifton, Chairman and CEO of Holly and Holly Energy.

About Holly Energy Partners L.P.:

Holly Energy Partners, L.P., headquartered in Dallas, Texas, provides petroleum product transportation and terminal services to the petroleum industry, including Holly Corporation, which currently owns a 45% interest in the Partnership. The Partnership owns and operates product pipelines and terminals primarily in Texas, New Mexico, Oklahoma, 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.

About Holly Corporation:

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. Holly operates through its subsidiaries a 85,000 barrels per stream day (“bpsd”) refinery located in Artesia, New Mexico and a 26,000 bpsd refinery in Woods Cross, Utah. Holly also currently 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 management’s 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. 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 differ materially from what is expressed, implied or forecast in these statements. Any differences could be caused by a number of factors, including, but not limited to:

• Risks and uncertainties with respect to the actual quantities of refined petroleum products shipped on our pipelines and/or terminalled in our terminals;

• The economic viability of Holly Corporation, Alon USA, Inc. and Holly Energy’s other customers;

• The demand for refined petroleum products in markets we serve;

• The ability of Holly Energy to complete this acquisition from Holly Corporation as well as previously announced pending or contemplated acquisitions;

• The availability and cost of financing;

• The possibility of reductions in production or shutdowns at refineries utilizing Holly Energy pipeline and terminal facilities;

• The effects of current and future government regulations and policies;

• Our operational efficiency in carrying out routine operations and capital construction projects;

• The possibility of terrorist attacks and the consequences of any such attacks;

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• General economic conditions; and

• Other financial, operations and legal risks and uncertainties detailed from time to time in our Securities and Exchange Commission filings.

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:

Stephen J. McDonnell,
Vice President and Chief Financial Officer,
Holly Corporation / Holly Energy Partners
214-871-3555

M. Neale Hickerson,
Vice President-Investor Relations,
Holly Corporation / Holly Energy Partners
214-871-3555

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