SecProbe.io

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

							August 26, 2005

Mr. W. John Glancy
Senior Vice President and General Counsel
Holly Energy Partners, L.P.
100 Crescent Court, Suite 1600
Dallas, TX  75201

Re:	Holly Energy Partners, L.P.
	Registration Statement on Form S-4
Filed July 28, 2005
	File No. 333-126985

Dear Mr. Glancy:

	We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. The staff notes that you are registering the new notes in
reliance
on the staff`s position enunciated in Exxon Capital Holdings
Corporation (available April 13, 1989), Morgan Stanley & Co.
Incorporated (available June 5, 1991) regarding resales, and
Shearman
& Sterling (available July 2, 1993) with respect to the
participation
of broker-dealers.  Accordingly, with the next amendment please
provide a supplemental letter to the staff stating that the issuer
is
registering the exchange offer in reliance on the staff`s position
in
those letters and including the statements and representations
substantially in the form set forth in the Morgan Stanley and
Shearman & Sterling letters.

2. We note that you have left blank the expiration date of the
offer
pending effectiveness of this registration statement.  We also
note
your disclosure on page 20 regarding the 20 business days.  Since
your offer expires at 5:00 p.m. Eastern time, be aware that if it
terminates on the 20th business day after commencement, you will
not
satisfy the requirements of Rule 14e-1(a).  Please confirm that
the
offer will be open at least through midnight on the twentieth
business day.  See Rule 14d-1(g)(3).  Further, please confirm that
the expiration date will be included in the final prospectus
disseminated to security holders and filed pursuant to the
applicable
provisions of Rule 424.

Extensions, Delays in Acceptance, Termination or Amendment, page
21

3. The third paragraph of this section states that the company
reserves the right, in its sole discretion, to delay accepting the
outstanding Notes.  While you may delay acceptance of tendered
Notes
if you extend the offer, you may not, consistent with your prompt
payment obligation under Rule 14e-1(c), delay acceptance once the
offer has terminated.  Please revise or advise.

4. We note your disclosure reserving the right to amend the
exchange
offer, in the first full paragraph on page 22, and that you are
generally required to extend the offering period for any material
change, including the waiver of a material condition.  Please
revise
to state that you are generally required to extend the offering
period for any material change, so at least five business days
remain
in the offer after the change.

Annex A: Letter of Transmittal

5. Delete the language in the letter of transmittal requiring the
note holder to acknowledge that he/she has "reviewed" the
prospectus
and all of the terms of the exchange offer.

Closing Comments

      As appropriate, please amend your registration statements
and
Exchange Act reports in response to these comments.  You may wish
to
provide us with marked copies of the amendments to expedite our
review.  Please furnish a cover letter with your amendments that
keys
your responses to our comments and provides any requested
supplemental information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendments and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Direct questions relating to all disclosure issues to Carrie
Darling, at (202) 551-3724 or, in her absence, to Tangela Richter,
Branch Chief, at (202) 551-3685.   Direct all

correspondence to us at the following address:  100 F St., NE,
Washington, DC 20549, Mail Stop 7010.

							Sincerely,

							Tangela Richter
							Branch Chief

cc:	Chris Rowley (214) 999-7972

      Tangela Richter
      Carrie Darling
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Mr. W. John Glancy
Holly Energy Partners, L.P.
August 26, 2005
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