SecProbe.io

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       September 30, 2005

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

      Re:	Holly Energy Partners, L.P.
		Registration Statement on Form S-3
      Filed on September 2, 2005
		File No. 333-128101

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.

Form S-3

Selling Unitholders, page 72

1. We note that a few of the selling unitholders appear to be non-
reporting legal entities.  Accordingly, please disclose the
individual
or individuals who exercise voting and/or dispositive powers with
respect to the securities to be offered for resale by such selling
unitholders.  See Interpretation I.60 of the July 1997 manual of
publicly available CF telephone interpretations, as well as
interpretation 4S of the Regulation S-K portion of the March 1999
supplement to the CF telephone interpretation manual.

2. Disclose whether any selling unitholder is a registered broker-
dealer or affiliate of a registered broker-dealer.  Any selling
unitholder that is a registered broker-dealer should be named as
an
underwriter unless it received its shares as compensation for
investment banking services.  With respect to any affiliates of
registered broker dealers, expand the filings to indicate whether
they
acquired the securities to be resold in the ordinary course of
business.  Also indicate whether at the time of the acquisition
they
had any agreements, understandings or arrangements with any other
persons, either directly or indirectly, to distribute the
securities.
Otherwise, you must indicate that such selling unitholder is an
underwriter.

Form 10-K for the Year Ended December 31, 2004

General

3. We believe where investors are likely to be influenced by the
financial condition of the general partner because of a general
partner`s commitment, intent, or implication to fund cash flow
deficits or furnish other direct or indirect financial assistance,
the
general partner`s balance sheet should be furnished.  Given the
arrangement you have with Holly Corporation, your general partner,
we
believe the audited balance sheet of Holly Corporation as of the
end
of the most recent fiscal year should be furnished in your Form
10-K.
Please furnish the audited balance sheet of Holly Corporation as
of
December 31, 2004.

Consolidated Statements of Income, page 53

4. We note that you combined the historical income statements of
the
predecessor entity, Navajo Pipeline Co., L.P., with those of the
partnership.  Please separately present the predecessor`s and
partnership`s income statements and balance sheets (clearly
labeled as
such) with a heavy black line between them.  Since only certain
assets
of the predecessor entity were contributed and there were changes
to
the operations, we believe presenting information in such a manner
is
more appropriate and useful to the investors.

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

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment 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 staff comments and the declaration
of
effectiveness as a 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 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.

      You may contact Yong Choi at (202) 551-3758 or Kim Calder,
Assistant Chief Accountant at (202) 551-3701 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Tangela Richter at (202) 551-3685 with any other
questions.

Sincerely,

Tangela Richter
Branch Chief

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Mr. W. John Glancy
Holly Energy Partners, L.P.
September 30, 2005
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

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