SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 SCHEDULE 13G

                   Under the Securities Exchange Act of 1934
                          (Amendment No.   2        )*
                                        ------------

                                Holly Corporation
             -----------------------------------------------------
                                (Name of Issuer)

                         Common Stock = $.01 par value
             -----------------------------------------------------
                         (Title of Class of Securities)

                                    435758305
             -----------------------------------------------------
                                 (CUSIP Number)



Check the following box if a fee is  being paid with this statement [ ].
(A fee is not required only if the filing person:  (1) has a previous  statement
on file reporting beneficial ownership of more than five percent of the class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on  this form with respect to the  subject class of securities,
and  for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information  required in the  remainder of  this cover page  shall not  be
deemed to be "filed" for  the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the  Act but shall be subject to all other provisions of the Act (however, see
the Notes).




<PAGE>
CUSIP No.   435758305               13G                      Page 2 of 4 Pages
         ---------------
- --------------------------------------------------------------------------------
   1   NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

       The Crabbe Huson Group, Inc.
       93-0768238
- --------------------------------------------------------------------------------
   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                             (a)  [   ]
                                                             (b)  [ X ]

- --------------------------------------------------------------------------------
   3   SEC USE ONLY


- --------------------------------------------------------------------------------
   4   CITIZENSHIP OR PLACE OF ORGANIZATION


       Oregon
- --------------------------------------------------------------------------------
   NUMBER OF      5    SOLE VOTING POWER
     SHARES              0
  BENEFICIALLY    --------------------------------------------------------------
    OWNED BY      6    SHARED VOTING POWER
      EACH               748,400
   REPORTING      --------------------------------------------------------------
     PERSON       7    SOLE DISPOSITIVE POWER
      WITH               0
                  --------------------------------------------------------------
                  8    SHARED DISPOSITIVE POWER
                         748,400
 
- --------------------------------------------------------------------------------
   9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          748,400
- --------------------------------------------------------------------------------
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 
- --------------------------------------------------------------------------------
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

          9.27
- --------------------------------------------------------------------------------
  12   TYPE OF REPORTING PERSON*

          IA
- --------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT




<PAGE>
                                                               Page 3 of 4 Pages


Item 1.     (a)   Name of Issuer:
                    Holly Corporation, a Delaware Corporation      
 
            (b)   Address of Issuer's Principal Executive Offices:
                    100 Crescent Court, Suite 1600, Dalls, TX 75201-6927

Item 2.     (a)   Name of Person Filing:
                    The Crabbe Huson Group, Inc.

            (b)   Address of Principal Business Office:
                    121 SW Morrison, Suite 1400, Portland, OR 97204 

            (c)   Citizenship:
                    Oregon

            (d)   Title of Class of Securities:
                    Common Stock, par value $.01 per share

            (e)   CUSIP Number:
                    435758305

Item 3.     If this statement  is filed  pursuant to Rules  13d-1(b), or
            13d-2(b), check whether the person filing is a:

            (a)   [ ]   Broker or Dealer  registered under Section  15 of  the
                        Act

            (b)   [ ]   Bank as defined in section 3(a)(6) of the Act

            (c)   [ ]   Insurance Company  as defined  in section  3(a)(19) of
                        the Act

            (d)   [ ]   Investment Company registered under  section 8 of  the
                        Investment Company Act

            (e)   [X]   Investment Adviser registered under section 203 of the
                        Investment Advisers Act of 1940

            (f)   [ ]   Employee Benefit Plan,  Pension Fund which is  subject
                        to the  provisions of  the Employee Retirement  Income
                        Security Act of  1974 or Endowment  Fund; see  Section
                        240.13d-1(b)(1)(ii)(F)

            (g)   [ ]   Parent  Holding  Company, in  accordance  with Section
                        240.13d-1(b)(1)(ii)(G)

            (h)   ( )   Group,   in   accordance    with   Section    240.13d-
                        1(b)(1)(ii)(H)



<PAGE>
                                                               Page 4 of 4 Pages



Item 4.     Ownership.
                         (a)  &  (b)  The  aggregate   number  of  shares  owned
beneficially by the  reporting  person is   748,400,  representing  9.27% of the
outstanding common shares.

                         (c)  The  aggregate  number  of  shares  of the  Issuer
beneficially owned by each reporting person is set forth below:

The Crabbe Huson Group,  Inc. does not directly own any shares of the Issuer. It
shares voting and dispositive  power with respect to the   748,400  shares owned
by approximately 29 of its clients.
                       
Item 5.     Ownership of Five Percent or Less of a Class.
                         N/A
 
Item 6.     Ownership of More Than Five Percent on Behalf of Another Person.
                         N/A

Item 7.     Identification and Classification of the Subsidiary which Acquired
            the Security Being Reported on By the Parent Holding Company.
                         N/A

Item 8.     Identification and Classification of Members of the Group.
                         The Crabbe Huson Group, Inc. disclaims beneficial
                         ownership of all shares owned by each of its clients
                         and also disclaims that a "group" within the meaning
                         of Rule 13d-5(b) under the Securities Exchange Act of
                         1934 has been or will be formed.

Item 9.     Notice of Dissolution of Group.
                         N/A 

Item 10.    Certification.

            By signing  below I certify  that,  to the best of my knowledge  and
            belief,  the  securities  referred  to above  were  acquired  in the
            ordinary course of business and were not acquired for the purpose of
            and do not have the effect of changing or influencing the control of
            the issuer of such  securities  and were not acquired in  connection
            with or as a participant in any  transaction  having such purpose or
            effect.



                                   Signature.


            After reasonable inquiry and to the best of my knowledge and belief,
            I certify that the  information set forth in this statement is true,
            complete and correct.


Date:  April 7, 1997
     ------------------

The Crabbe Huson Group, Inc.

By:  /s/James E. Crabbe
     ------------------
     James E. Crabbe
     President