Sec Form 4 Filing - GRIFFIN LELAND J M @ HOLLY CORP - 2004-04-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person GRIFFIN LELAND J M 2. Issuer Name and Ticker or Trading Symbol HOLLY CORP [ HOC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP Montana Operations (Last) (First) (Middle) 204 29TH AVENUE N.E. 3. Date of Earliest Transaction (MM/DD/YY) 04/16/2004 (Street) GREAT FALLS, MT59404 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 04/16/2004 M 4,000 A $ 7 0 D Common Stock 04/16/2004 S 4,000 D $ 33.1 0 D Common Stock 04/16/2004 M 800 A $ 8.625 0 D Common Stock 04/16/2004 S 800 D $ 33.1 0 D Common Stock 04/16/2004 M 4,000 A $ 11.9 0 D Common Stock 04/16/2004 S 4,000 D $ 33.1 600 ( 1 ) ( 2 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (Right to Buy) $ 7 04/16/2004 M 4,000 ( 3 ) ( 4 ) common stock 4,000 ( 5 ) 4,000 D Employee Stock Option (Right to Buy) $ 8.625 04/16/2004 M 800 ( 6 ) ( 4 ) common stock 800 ( 5 ) 1,600 D Employee Stock Option (Right to Buy) $ 11.9 04/16/2004 M 4,000 ( 7 ) ( 4 ) common stock 4,000 ( 5 ) 4,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GRIFFIN LELAND J M 204 29TH AVENUE N.E. GREAT FALLS, MT59404 VP Montana Operations Signatures /s/ W. John GlancyBy: W. John GlancyAttorney-In-Fact 04/20/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted shares granted under Holly Corporation Long-Term Incentive Compensation Plan. ( 2 )This number does not include the reporting person's 24,811.5453 shares of common stock that are held indirectly in the Thrift Plan Trust, which shares include 100.2098 shares acquired on April 2, 2004 at a purchase price of $32.0574 per share. ( 3 )Option became exercisable to the extent of 20% at September 24, 2000 and becomes exercisable for an additional 20% on each September 24 thereafter until the option becomes fully exercisable on September 24, 2004. Option becomes fully exercisable in the event of certain terminations within 60 days before or at any time after a substantial corporate change (as defined) in the ownership of Holly Corporation or its principal business operations. ( 4 )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. ( 5 )Option is partial consideration to employee for services. ( 6 )Option became exercisable to the extent of 20% at December 20, 2001 and becomes exercisable for an additional 20% on each December 20 thereafter until the option becomes fully exercisable on December 20, 2005. Option becomes fully exercisable in the event of certain terminations within 60 days before or at any time after a substantial corporate change (as defined) in the ownership of Holly Corporation or its principal business operations. ( 7 )Option became exercisable to the extent of 20% at March 9, 2002 and becomes exercisable for an additional 20% on each March 9 thereafter until the option becomes fully exercisable on March 9, 2006. Option becomes fully exercisable in the event of certain terminations within 60 days before or at any time after a substatial corporate change (as defined) in the ownership of Holly Corporation or its principal business operations.

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.