Edgar Filing: HOLLY CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CLIFTON MATTHEW P

2. Issuer Name and Ticker or Trading Symbol
HOLLY CORP [HOC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

(Last)

(First)

(Middle)

100 CRESCENT COURT, SUITE 1600

3. Date of Earliest Transaction (Month/Day/Year)
04/04/2006

(Street)

DALLAS, TX 75201

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/04/2006		M		1,000	A	$ 6.6875	86,518 ⁽¹⁾	D
Common Stock	04/04/2006		S		1,000	D	$ 75.94	86,518 ⁽¹⁾	D
Common Stock	04/04/2006		M		1,500	A	$ 6.6875	86,518 ⁽¹⁾	D
Common Stock	04/04/2006		S		1,500	D	$ 75.95	86,518 ⁽¹⁾	D
Common Stock	04/04/2006		M		500	A	$ 6.6875	86,518 ⁽¹⁾	D
Common Stock	04/04/2006		S		500	D	$ 75.96	86,518 ⁽¹⁾	D
Common Stock	04/04/2006		M		300	A	$ 6.6875	86,518 ⁽¹⁾	D
Common Stock	04/04/2006		S		300	D	$ 75.98	86,518 ⁽¹⁾	D
Common Stock	04/04/2006		M		500	A	$ 6.6875	86,518 ⁽¹⁾	D
Common Stock	04/04/2006		S		500	D	$ 75.99	86,518 ⁽¹⁾	D
Common Stock	04/04/2006		M		100	A	$ 6.6875	86,518 ⁽¹⁾	D
Common Stock	04/04/2006		S		100	D	$ 76	86,518 ⁽¹⁾	D
Common Stock	04/04/2006		M		400	A	$ 6.6875	86,518 ⁽¹⁾	D
Common Stock	04/04/2006		S		400	D	$ 76.01	86,518 ⁽¹⁾	D
Common Stock	04/04/2006		M		2,200	A	$ 6.6875	86,518 ⁽¹⁾	D
Common Stock	04/04/2006		S		2,200	D	$ 76.02	86,518 ⁽¹⁾	D
Common Stock	04/04/2006		M		300	A	$ 6.6875	86,518 ⁽¹⁾	D
Common Stock	04/04/2006		S		300	D	$ 76.03	86,518 ⁽¹⁾	D
Common Stock	04/04/2006		M		100	A	$ 6.6875	86,518 ⁽¹⁾	D
Common Stock	04/04/2006		S		100	D	$ 76.07	86,518 ⁽¹⁾	D
Common Stock	04/04/2006		M		100	A	$ 6.6875	86,518 ⁽¹⁾	D
Common Stock	04/04/2006		S		100	D	$ 76.11	86,518 ⁽¹⁾	D
Common Stock	04/04/2006		M		800	A	$ 4.3125	86,518 ⁽¹⁾	D
Common Stock	04/04/2006		S		800	D	$ 76.04	86,518 ⁽¹⁾	D
Common Stock	04/04/2006		M		1,700	A	$ 4.3125	86,518 ⁽¹⁾	D
Common Stock	04/04/2006		S		1,700	D	$ 76.05	86,518 ⁽¹⁾	D
Common Stock	04/04/2006		M		300	A	$ 4.3125	86,518 ⁽¹⁾	D
Common Stock	04/04/2006		S		300	D	$ 76.06	86,518 ⁽¹⁾	D
Common Stock	04/04/2006		M		200	A	$ 4.3125	86,518 ⁽¹⁾	D
Common Stock	04/04/2006		S		200	D	$ 76.08	86,518 ⁽¹⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 6.875

04/04/2006

7,000

⁽²⁾

⁽³⁾

Common Stock

7,000

⁽⁴⁾

38,000

Employee Stock Option (Right to Buy)

$ 4.3125

04/04/2006

13,000

⁽⁵⁾

⁽³⁾

Common Stock

13,000

⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CLIFTON MATTHEW P 100 CRESCENT COURT SUITE 1600 DALLAS, TX 75201	X		Chief Executive Officer

Signatures

W. John Glancy, Attorney in Fact		04/06/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This number does not include the reporting person's 18,323.9367 shares of common stock that are held indirectly in the Thrift Plan Trust. Effective January 31, 2005, he transferred 294,000 stock options, pursuant to a Rule 16a-12 transaction.
(2)	Option became exercisable to the extent of 20% at March 6, 1998 and became exercisable for an additional 20% on each September 26 thereafter until the option became fully exercisable on September 26, 2001.
(3)	Option generally expires ten years from the effective date of grant (the period for exercise may be extended in certain cases following the death of the reporting person). If the reporting person's employment terminates because of death, permanent disability or normal retirement, the option is generally exercisable in full for two years from the date of termination. If the reporting person's employment is terminated for cause (as defined), the option immediately ceases to be exercisable. If the reporting person's employment terminates for any other reason, the option is exercisable for one year after such termination to the extent the option was exercisable at termination.
(4)	Option was partial consideration to employee for services.
(5)	Option became exercisable to the extent of 20% at December 20, 2001 and became exercisable for an additional 20% on each December 20 thereafter until the option became fully exercisable on December 20, 2005.
Remarks: This is Form 1 of 3.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.