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):
January 6, 2011 (December 31, 2010)

HOLLY ENERGY PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware	001-32225	20-0833098
(State of Incorporation)	(Commission File Number)	(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 1.01 Entry Into a Material Definitive Agreement.

     On December 31, 2010, HEP Tulsa LLC (“HEP Tulsa”), a subsidiary of Holly Energy Partners, L.P. (the “Partnership”) entered into an Amendment to Tulsa Refinery Interconnects Term Sheet (the “Amendment”) with Holly Refining & Marketing — Tulsa LLC (“Holly Tulsa”), a subsidiary of Holly Corporation (“Holly”), the entity that controls the Partnership’s general partner. Under the original Tulsa Refinery Interconnects Term Sheet, if the parties were unable to mutually agree upon definitive documents regarding the transaction described in that term sheet by December 31, 2010, Holly Tulsa would be required to complete the projects and reimburse HEP Tulsa for costs it incurred in connection with the projects, and HEP Tulsa would be required to convey any interest it has in such projects to Holly Tulsa. The Amendment extends the date to enter into definitive documents to March 31, 2011.

     The description of the Amendment is qualified by reference to the copy of the Amendment filed as Exhibit 10.1 to this report, which is incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Amendment to Tulsa Refinery Interconnects Term Sheet dated December 31, 2010

1

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: January 6, 2011

2

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment to Tulsa Refinery Interconnects Term Sheet dated December 31, 2010

3

EX-10.1

Exhibit 10.1

AMENDMENT TO TULSA REFINERY INTERCONNECTS TERM SHEET

This Amendment to Tulsa Refinery Interconnects Term Sheet (this “Amendment”) amends that certain Tulsa Refinery Interconnects Term Sheet, dated as of August 9, 2010 (the “Term Sheet”), between Holly Refining & Marketing-Tulsa, LLC (“Holly Tulsa”) and HEP Tulsa LLC (“HEP Tulsa”) regarding the construction of facilities by HEP Tulsa at Holly Tulsa’s refinery in Tulsa, Oklahoma (the “Tulsa Refinery”), including facilities and pipelines to interconnect the Western and Eastern complexes of the Tulsa Refinery.

The terms of our understanding in principle as set forth in the Term Sheet are hereby modified and amended as follows:

1. The date “December 31, 2010” in the last sentence under the heading “Reimbursement” of the Term Sheet is hereby deleted in its entirety and replaced with “March 31, 2011”.

This Amendment is hereby intended to amend the Term Sheet.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Acknowledged and Agreed this 31st day of December, 2010.

HOLLY REFINING & MARKETING — TULSA LLC
By:	Holly Refining & Marketing Company, its sole member
By:	/s/ David L. Lamp
	David L. Lamp
	President
HEP TULSA LLC
By:	/s/ David G. Blair
	David G. Blair
	President

[Signature Page to Amendment To Tulsa Refinery Interconnects Term Sheet]