---

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

---

Form S-1

---

Holly Energy Partners, L.P.

---

Delaware		4610		20-0833098
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

100 Crescent Court, Suite 1600

Matthew P. Clifton

---

Copies to:

Alan J. Bogdanow Vinson & Elkins L.L.P. 3700 Trammell Crow Center 2001 Ross Avenue Dallas, Texas 75201-2975 (214) 220-7700		Joshua Davidson Baker Botts L.L.P. 910 Louisiana Houston, Texas 77002 (713) 229-1234

---

      Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

---

      If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

      If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    þ    333-113588

      If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

      If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

      If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o

---

CALCULATION OF REGISTRATION FEE

		Amount		Proposed Maximum		Proposed Maximum		Amount of
Title of Each Class of		to be		Offering Price Per		Aggregate Offering		Registration
Securities to be Registered		Registered		Common Unit(1)		Price(1)		Fee(2)
Common units representing limited partnership interests		100,000		$22.25		$2,225,000		$282

(1)	Based on the initial public offering price.
(2)	The Registrant previously paid registration fees of $20,545 under a Registration Statement on Form S-1, as amended (SEC File No.: 333-113588), with respect to common units having a proposed maximum aggregate offering price of $162,150,000.

---

      The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

---

---

 

EXPLANATORY NOTE

This Registration Statement relates to the Registrant’s Registration Statement on Form S-1 (SEC File No.:333-113588)(as amended, the “Prior Registration Statement”) and is being filed pursuant to General Instruction V. of Form S-1 and Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Prior Registration Statement are incorporated by reference into, and shall be deemed a part of, this Registration Statement.

---

 

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 16.	Exhibits

All exhibits filed with or incorporated by reference in the Prior Registration Statement are incorporated by reference into, and shall be deemed to be a part of, this Registration Statement. In addition, the following exhibits are filed herewith:

Exhibit
Number						Description
	5	.1		—		Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered
	8	.1		—		Opinion of Vinson & Elkins L.L.P. relating to tax matters
	23	.1		—		Consent of Ernst & Young LLP
	23	.2		—		Consent of Ernst & Young LLP
	23	.3		—		Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1)
	23	.4		—		Consent of Vinson & Elkins L.L.P. (contained in Exhibit 8.1)

II-1

---

 

SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on July 7, 2004.

	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/ MATTHEW P. CLIFTON

	Matthew P. Clifton
	Chairman of the Board
	and Chief Executive Officer

       Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on July 7, 2004.

Signature				Title
/s/ MATTHEW P. CLIFTON Matthew P. Clifton				Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
/s/ STEPHEN J. MCDONNELL Stephen J. McDonnell				Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ SCOTT C. SURPLUS Scott C. Surplus				Vice President and Controller (Principal Accounting Officer)
* Lamar Norsworthy				Director
By:		/s/ MATTHEW P. CLIFTON Matthew P. Clifton Attorney-in-Fact

II-2

---

 

EXHIBIT INDEX

Exhibit
Number						Description
	5	.1		—		Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered
	8	.1		—		Opinion of Vinson & Elkins L.L.P. relating to tax matters
	23	.1		—		Consent of Ernst & Young LLP
	23	.2		—		Consent of Ernst & Young LLP
	23	.3		—		Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1)
	23	.4		—		Consent of Vinson & Elkins L.L.P. (contained in Exhibit 8.1)