UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~July 281, 2011

FRONTIER OIL CORPORATION

(Exact name of registrant as specified in its charter)

WYOMING	1-7627	74-1895085
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

10000 Memorial Drive, Suite 600 Houston, Texas	77024
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) 688-9600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

þo Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 51.0701. ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On ~~June~~July 281, 2011, Frontier El Dorado Refining LLC and Frontier Refining LLC, wholly-owned subsidiaries of Frontier Oil Corporation (“Frontier”), ~~held~~entered ainto ~~special~~that ~~meeting~~certain ofCredit ~~shareholders~~Agreement to(the ~~submit~~“HFC ~~the~~Credit ~~following~~Agreement”) ~~proposals~~among toHollyFrontier aCorporation ~~vote~~(“HollyFrontier”) and certain of ~~shareholders:~~its subsidiaries, including Frontier El Dorado and Frontier Refining, as borrowers, Union Bank, N.A., as administrative agent (ithe “Administrative Agent”) , and the lenders from time to ~~approve~~time party thereto. Pursuant to the HFC Credit Agreement, the lenders thereunder will make certain revolving credit loans and ~~Plan~~letters of ~~Merger~~credit (to the ~~“Merger~~borrowers ~~Agreement”)~~thereunder ~~dated~~up asto an aggregate principal amount of ~~February~~$1 21billion, ~~2011~~which the borrowers will be permitted in certain circumstances to increase commitments by an aggregate principal amount up to $250,000,000. The HFC Credit Agreement is collateralized by present and ~~among~~future ~~Frontier~~inventory, ~~Holly~~accounts ~~Corporation~~receivables and ~~North~~certain ~~Acquisition,~~other ~~Inc.,~~assets aof ~~wholly~~HFC ~~owned~~and ~~subsidiary~~certain of ~~Holly~~its ~~(the~~subsidiaries, ~~“Merger~~including ~~Proposal”)~~Frontier. The ~~and~~HFC ~~(ii) to~~Credit ~~approve~~Agreement ~~any~~matures ~~proposal~~in toJuly ~~adjourn~~2016. Borrowings under the ~~special~~HFC ~~meeting~~Credit toAgreement have a ~~later~~margin ~~date~~at ora ~~dates~~range iffrom ~~necessary~~0.500% to ~~solicit~~2.500% ~~additional~~plus ~~proxies (~~the ~~“Adjournment~~base ~~Proposal”).~~rate ~~The~~or ~~Merger~~LIBOR ~~Proposal~~rate, ~~and~~as ~~the~~applicable. The ~~Adjournment~~HFC ~~Proposal~~Credit ~~are~~Agreement ~~described~~provides infor ~~detail~~a inquarterly ~~the~~commitment ~~joint~~fee ~~proxy~~from ~~statement/prospectus,~~0.375% ~~dated~~to ~~May~~0.500% ~~23,~~per ~~2011~~annum plus standard issuance and ~~first~~renewal ~~mailed~~fees. The toHFC ~~Frontier’s~~Credit ~~shareholders~~Agreement onis orsubject ~~about~~to ~~May~~compliance ~~27,~~with ~~2011~~a fixed charge coverage ratio.

~~Both~~In ~~proposals~~addition, ~~were~~Frontier ~~approved~~and bycertain ~~Frontier’s~~of ~~shareholders~~its atsubsidiaries ~~the~~entered ~~special~~into ~~meeting. Shareholders~~a ~~owning~~Guarantee aand ~~total~~Collateral Agreement, dated as of 90July 1,~~833~~ 2011 (the “Guarantee Agreement”),~~667~~ ~~shares~~among ofHollyFrontier and the ~~106,750,209~~other ~~shares~~grantors ~~outstanding~~party ~~voted~~thereto atin favor of the ~~meeting,~~Administrative ~~representing~~Agent. Pursuant ~~approximately~~to ~~85%~~the ofGuarantee Agreement, the ~~shares~~guarantors, ofincluding Frontier ~~common~~and ~~stock~~its ~~outstanding~~subsidiaries, ashave agreed to guarantee the payment and performance of the ~~record~~loans ~~date~~outstanding ~~for~~under the ~~special~~HFC ~~meeting. A~~Credit ~~summary~~Agreement and the other obligations of the ~~voting~~loan ~~results~~parties ~~for~~thereunder ~~each~~and ~~proposal~~as isdescribed ~~set~~in ~~forth~~the ~~below:~~HFC Credit Agreement, the Guarantee Agreement and related documents.

~~Merger~~The ~~Proposal:~~foregoing descriptions of the HFC Credit Agreement and the Guarantee Agreement do not purport to be a complete description thereof and are qualified in their entirety by reference to the HFC Credit Agreement and the Guarantee Agreement.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
89,926,244		855,954		51,469		0

ITEM 1.02. Termination of a Material Definitive Agreement.

~~Adjournment~~ On ~~Proposal:~~July 1, 2011, and contemporaneously with entry into the HFC Credit Agreement, Frontier and Frontier Oil and Refining Company LLC terminated the Fourth Amended and Restated Credit Agreement, dated as of August 19, 2008, as amended (the “Terminated Credit Agreement”), with the Administrative Agent and the lenders party thereto. The Terminated Credit Agreement was collateralized by inventory, accounts receivable and related contracts and intangibles, and certain deposit accounts and provided working capital financing for operations, generally the financing of crude oil and product supply. The Terminated Credit Agreement matured in August 2012. The maximum amount available under the Terminated Credit Agreement was $500 million and had a margin at a range from 1.5% to 2% plus the base rate or LIBOR rate, as applicable. The Terminated Credit Agreement provided for a quarterly commitment fee from 0.30% to 0.375% per annum plus standard issuance and renewal fees. The Terminated Credit Agreement was subject to compliance with financial covenants relating to cash coverage, debt leverage and current ratios and permitted consolidated long-term funded indebtedness.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
83,559,134		7,221,172		53,361		0

ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

~~ITEM~~See 8Item 1.01 ~~Other~~ ~~Events~~above for a description of the obligations incurred under the HFC Credit Agreement and the Guarantee Agreement, which description is incorporated herein by reference.

On June 28, 2011, Frontier issued a press release announcing that the shareholders of Frontier approved the Merger Agreement at the special meeting. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Important Information for Investors and Shareholders

In connection with the proposed merger of equals transaction between Holly and Frontier, Holly has filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that includes a joint proxy statement of Holly and Frontier and constitutes a prospectus of Holly, which the SEC has declared effective. Holly and Frontier may also file other documents with the SEC concerning the proposed merger. INVESTORS AND SECURITY HOLDERS OF HOLLY AND FRONTIER ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus and other documents containing important information about Holly and Frontier through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Holly are available free of charge on Holly’s website at www.hollycorp.com under the tab “Investors” or by contacting Holly’s Investor Relations Department at (214) 871-3555. Copies of documents filed with the SEC by Frontier are available free of charge on Frontier’s website at www.frontieroil.com under the tab “Investor Relations” and then under the tab “SEC Filings” or by contacting Frontier’s Investor Relations Department at (713) 688-9600.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These include statements regarding the effects of the proposed merger and statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “estimates,” or similar expressions. Forward looking statements relating to expectations about future results or events are based upon information available to Holly and Frontier as of today’s date, and are not guarantees of the future performance of Holly, Frontier or the combined company, and actual results may vary materially from the results and expectations discussed. For instance, there is no assurance that the proposed merger will be consummated. The merger agreement will terminate if either Holly or Frontier fails to satisfy conditions to closing. Additional risks and uncertainties related to the proposed merger include, but are not limited to, the successful integration of Holly’s and Frontier’s businesses and the combined company’s ability to compete in the highly competitive refining and marketing industry. The revenues, earnings and business prospects of Holly, Frontier and the combined company and their ability to achieve planned business objectives will be subject to a number of risks and uncertainties. These risks and uncertainties include, among other things, risks and uncertainties with respect to the actions of actual or potential competitive suppliers of refined petroleum products in Holly’s, Frontier’s and the combined company’s markets; the demand for and supply of crude oil and refined products; the spread between market prices for refined products and market prices for crude oil; the possibility of constraints on the transportation of refined products; the possibility of inefficiencies, curtailments or shutdowns in refinery operations or pipelines; effects of governmental and environmental regulations and policies; the availability and cost of financing; the effectiveness of capital investments and marketing strategies; efficiency in carrying out construction projects; the ability to acquire refined product operations or pipeline and terminal operations on acceptable terms and to integrate any existing or future acquired operations; the possibility of terrorist attacks and the consequences of any such attacks; and general economic conditions.

Holly and Frontier caution that the foregoing list of risks and uncertainties is not exclusive. Additional information concerning these and other risks is contained in Holly’s and Frontier’s most recently filed Annual Report on Form 10-K, subsequent Quarterly Report on Form 10-Q, recent Current Reports on Form 8-K and other SEC filings. All subsequent written and oral forward-looking statements concerning Holly, Frontier, the proposed merger or other matters and attributable to Holly or Frontier or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Neither Holly nor Frontier undertake any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press release, dated June 28, 2011, issued by Frontier Oil Corporation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FRONTIER OIL CORPORATION By: /s/ JDoug S. ~~Currie~~Aron ~~Bechtol~~ Name: JDoug S. ~~Currie~~Aron ~~Bechtol~~ Title: ~~Vice~~Chief ~~President-General~~Financial ~~Counsel & Secretary~~Officer

Date: ~~June~~July 281, 2011

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