Ownership Submission
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 OF SECURITIES

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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
CLIFTON MATTHEW P
  2. Issuer Name and Ticker or Trading Symbol
HollyFrontier Corp [HFC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director_____ 10% Owner
__X__ Officer (give title below)_____ Other (specify below)
Executive Chairman
(Last)
(First)
(Middle)
2828 N. HARWOOD, STE 1300
3. Date of Earliest Transaction (Month/Day/Year)
11/26/2012
(Street)

DALLAS, TX 75201
4. If Amendment, Date Original Filed(Month/Day/Year)
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 (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)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)
CodeVAmount(A) or (D)Price
Common Stock 11/26/2012   S   150,000 D $ 45.034 (1) 406,646 D  
Common Stock               89,040.34 I by 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Security3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)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
(Month/Day/Year)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Reporting Owners

Reporting Owner Name / AddressRelationships
 Director 10% Owner Officer Other
CLIFTON MATTHEW P
2828 N. HARWOOD, STE 1300
DALLAS, TX 75201
  X     Executive Chairman  

Signatures

 Walter W. Zimmerman, attorney in fact  11/27/2012
**Signature of Reporting PersonDate

Explanation of Responses:

*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).
(1)The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.00 to $45.11, inclusive. The reporting person undertakes to provide to HollyFrontier Corporation, any security holder of HollyFrontier Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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                        POWER OF ATTORNEY
For Executing Forms 3, 4 and 5 and Schedules 13D and 13G


    Know all by these presents, that the undersigned hereby constitutes and
appoints each of Bruce R. Shaw, Denise C. McWatters, Walter W. Zimmerman and
Scott C. Surplus, signing singly, the undersigned's true and lawful
attorney-in-fact to:

(1)    prepare, execute and file, for and on behalf of the undersigned (a) Forms
3, 4 and 5 (including amendments thereto) in accordance with Section 16(a) of
the Securities Exchange Act of 1934 and the rules thereunder and (b) Schedules
13D and 13G (including amendments thereto) in accordance with Sections 13(d) and
13(g) of the Securities Exchange Agent of 1934 and the rules thereunder;

(2)    do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to prepare and execute any such Form 3, 4 or 5
(including amendments thereto) or Schedule 13D or 13G (including amendments
thereto) and timely file that Form or Schedule with the United States Securities
and Exchange Commission and any stock exchange or similar authority, and provide
a copy as required by law or advisable to such persons as the attorney-in-fact
deems appropriate; and

(3)    take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in
the best interest of, or legally required of the undersigned, it being
understood that the documents executed by the attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as the attorney-in-fact may approve in the
attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that the
attorney-in-fact, or the attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, and their substitutes, in serving in such capacity
at the request of the undersigned, are not assuming, nor is Holly Corporation
and its affiliates assuming, (i) any of the undersigned's responsibilities to
comply with Section 16 or Sections 13(d) or 13(g) of the Securities Exchange Act
of 1934 or (ii) any liability of the undersigned for failure to comply with such
requirements.  This Power of Attorney does not relieve the undersigned from the
undersigned's obligations to comply with the requirements of the Securities
Exchange Act of 1934, including without limitation the reporting requirements
under Section 16 or Sections 13(d) or 13(g) thereunder.

       The undersigned agrees that each such attorney-in-fact may rely entirely
on information furnished orally or in writing by or at the direction of the
undersigned to the attorney-in-fact.  The undersigned also agrees to indemnify
and hold harmless Holly Corporation and its affiliates and each such
attorney-in-fact against any losses, claims, damages or liabilities (or actions
in these respects) that arise out of or are based upon any untrue statements or
omissions of necessary facts in the information provided by or at the direction
of the undersigned, or upon the lack of timeliness in the delivery of
information by or at the direction of the undersigned, to that attorney-in-fact
for purposes of executing, acknowledging, delivering or filing any Form 3, 4 or
5 (including amendments thereto) or Schedule 13D or 13G (including amendments
thereto) and agrees to reimburse Holly Corporation and its affiliates and the
attorney-in-fact on demand for any legal or other expenses reasonably incurred
in connection with investigating or defending against any such loss, claim,
damage, liability or action.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 (including amendments
thereto) and Schedules 13D and 13G (including amendments thereto) with respect
to the undersigned's holdings of and transactions in securities issued by Holly
Corporation and its affiliates, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys in fact.  This Power of
Attorney does not revoke any other power of attorney that the undersigned has
previously granted.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date written below.

Matthew P. Clifton
April 25, 2008