SEC FORM 4

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

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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^*

NORSWORTHY LAMAR

(Last)

(First)

(Middle)

HOLLY CORPORATION

100 CRESCENT COURT, #1600

(Street)

DALLAS

75201

(City)

(State)

(Zip)

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)
	Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2006

4. If Amendment, Date of 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

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	03/01/2006		M		500	A	$5.95	288,610⁽¹⁾	D
Common Stock	03/01/2006		S		500	D	$60	288,610⁽¹⁾	D
Common Stock	03/01/2006		M		600	A	$5.95	288,610⁽¹⁾	D
Common Stock	03/01/2006		S		600	D	$60.01	288,610⁽¹⁾	D
Common Stock	03/01/2006		M		500	A	$5.95	288,610⁽¹⁾	D
Common Stock	03/01/2006		S		500	D	$60.03	288,610⁽¹⁾	D
Common Stock	03/01/2006		M		500	A	$5.95	288,610⁽¹⁾	D
Common Stock	03/01/2006		S		500	D	$60.04	288,610⁽¹⁾	D
Common Stock	03/01/2006		M		200	A	$5.95	288,610⁽¹⁾	D
Common Stock	03/01/2006		S		200	D	$60.06	288,610⁽¹⁾	D
Common Stock	03/01/2006		M		200	A	$5.95	288,610⁽¹⁾	D
Common Stock	03/01/2006		S		200	D	$60.07	288,610⁽¹⁾	D
Common Stock	03/01/2006		M		200	A	$5.95	288,610⁽¹⁾	D
Common Stock	03/01/2006		S		200	D	$60.09	288,610⁽¹⁾	D
Common Stock	03/01/2006		M		400	A	$5.95	288,610⁽¹⁾	D
Common Stock	03/01/2006		S		400	D	$60.11	288,610⁽¹⁾	D
Common Stock	03/01/2006		M		900	A	$5.95	288,610⁽¹⁾	D
Common Stock	03/01/2006		S		900	D	$60.12	288,610⁽¹⁾	D
Common Stock	03/01/2006		M		1,300	A	$5.95	288,610⁽¹⁾	D
Common Stock	03/01/2006		S		1,300	D	$60.13	288,610⁽¹⁾	D
Common Stock	03/01/2006		M		600	A	$5.95	288,610⁽¹⁾	D
Common Stock	03/01/2006		S		600	D	$60.14	288,610⁽¹⁾	D
Common Stock	03/01/2006		M		200	A	$5.95	288,610⁽¹⁾	D
Common Stock	03/01/2006		S		200	D	$60.17	288,610⁽¹⁾	D
Common Stock	03/01/2006		M		900	A	$5.95	288,610⁽¹⁾	D
Common Stock	03/01/2006		S		900	D	$60.18	288,610⁽¹⁾	D
Common Stock	03/01/2006		M		600	A	$5.95	288,610⁽¹⁾	D
Common Stock	03/01/2006		S		600	D	$60.19	288,610⁽¹⁾	D
Common Stock	03/01/2006		M		600	A	$5.95	288,610⁽¹⁾	D
Common Stock	03/01/2006		S		600	D	$60.2	288,610⁽¹⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to buy)	$5.95	03/01/2006		M			50,000	⁽²⁾	⁽³⁾	Common Stock	50,000	⁽⁴⁾	48,000	D
Employee Stock Option (Right to buy)	$5.95	03/02/2006		M			44,400	⁽²⁾	⁽³⁾	Common Stock	44,400	⁽⁴⁾	48,000	D

Explanation of Responses:

1. This number does not include the reporting person's 44,640.9422 shares of common stock that are held indirectly in the Thrift Plan Trust.

2. Option became exercisable to the extent of 20% at March 9, 2002 and became exercisable for an additional 20% on each March 9 thereafter. The option will become fully exercisable on March 9, 2006.

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.

Remarks:

This is form 1 of 14.

	W. John Glancy, Attorney in Fact	03/03/2006
	** 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.