UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC  20549

                                     Form 10-KSB
                            Annual Report Pursuant to
                            Section 13 or 15(d) of the
                        Securities and Exchange Act of 1934

For the fiscal year ended                         Commission File
November 30, 1997                                 #09-9599

                                      HIA, INC.
    (Exact name of small business issuer as specified in its charter)

 New York                                            16-1028783
(State or other jurisdiction of          (Federal employer
Incorporation or Organization)            identification number)

                       4275 Forest Street
                       Denver, Colorado 80216
                  (Address of principal executive office)

                                (303) 394-6040
             (Issuer's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:   NONE

Securities registered pursuant to Section 12(g) of the Act:
 
                        Common Stock, Par Value $.01
                                (Title of Class)

The check mark below indicates whether the Issuer (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding twelve months (or reports), 
and (2) has been subject to such filing requirements for the past ninety 
days.  

           YES      X              NO           

Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-B is not contained herein, and will not be 
contained to the best of registrant's knowledge in definitive proxy or 
information statements incorporated by reference in Part III of this 
Form 10-KSB or any amendment to this Form 10-KSB.  (X).

The Issuer had revenues of $17,049,693 for the fiscal year ended 
November 30, 1997.  

The aggregate market value of voting stock held by non-affiliates of the 
Issuer as of February 1, 1998 was approximately $966,214 based on 
insider transactions which took place in 1997.

The number of shares of the only class of Common Stock of the Issuer 
outstanding as of January 1, 1998 was 10,153,383 fully diluted, 
9,553,383 non-diluted.  

Transitional Small Business Disclosure Format (check one):

YES                       NO      X     

                                         PART I

Item 1. Business

(a)  General Development of Business

HIA, Inc. (the Company) was incorporated in 1974.  The Company is a 
holding company with all of its business conducted through its wholly-
owned subsidiary, CPS Distributors, Inc. (CPS).  Through CPS, the 
Company distributes turf irrigation equipment and commercial, industrial 
and residential well pumps and equipment on a wholesale basis.  The 
principal executive offices of the Company are located at 4275 Forest 
Street, Denver, Colorado 80216, telephone (303) 394-6040.

(b)  Narrative Description of Business

General The Company acquired CPS, a one hundred-year-old company based 
in Denver, Colorado, in February 1984.  CPS serves customers in the 
Rocky Mountain region in five states consisting of Colorado, Wyoming, 
New Mexico, Kansas and Nebraska.  CPS carries a variety of brand name 
products, including pumps and water systems, water conditioning 
equipment, pump and well accessories, pipe valves and fittings and 
sprinkler system equipment.  The industrial, commercial and residential 
pumps and turf irrigation equipment represented approximately 19% and 
81%, respectively, of net sales for 1997 and approximately 21% and 79%, 
respectively, of net sales in 1996.

CPS' line of products has changed in response to the supply and demand 
forces of the marketplace.  The management of CPS believes that its two 
divisions (i.e., turf and irrigation equipment and industrial, 
commercial and residential pumps and equipment) reduce the cyclicality 
of sales and earnings that would otherwise be affected by product line 
shifts caused by economic and demographic changes; however, the Company 
is subject to the ups and downs of the overall construction activity in 
the Rocky Mountain region.  The Company purchases approximately 25% of 
its products from one manufacturer.  However, the products purchased can 
be obtained from other competing manufacturers but not as a consolidated 
product group.

CPS' sales and service engineers provide technical support to assist 
customers in developing a system specifically tailored to the customers' 
needs.  

The Company uses computer resources for its order entry, inventory, 
payroll and accounting functions.  

Customer Base; Seasonality CPS' customers include contractors, dealers 
and municipalities with the majority of sales derived from contractors. 
 The Company believes 
that neither its aggregate sales nor those of any of its business units 
are concentrated in or materially dependent upon any single customer or 
small group of customers.  

Quotation activity is especially intense in the winter and spring months 
(December to April) when contracts are reviewed and eventually awarded 
for spring or summer construction.  Since over 81% of CPS' business 
relates to turf and irrigation products, its sales are concentrated from 
March to October and are therefore seasonal in nature.

Competition The Company operates in a highly competitive market.  During 
at least the past seven years, manufacturers have abandoned the 
exclusive relationships with their distributors.  As a result, the 
Company is competing with other wholesalers of the same products.  

In the past several years, most manufacturers have also abandoned prices 
based on volume buying and have gone to a pricing system based on a 
percentage of purchases over the previous years' business.  This change 
allows smaller wholesalers to buy at the same price levels as the larger 
wholesalers.  Therefore, a medium-sized wholesaler, such as CPS, no 
longer has a price advantage to cover the higher operating costs of a 
larger operation.  

CPS offers standard discounts on merchandise to its customers.  
Additional discounts are given based on quantity of order or annual 
volume of purchases, depending on product and competitive conditions.  
The Company has monthly specials on certain of its inventory and 
provides discounts for orders placed at trade shows.  The majority of 
the programs offered are based on discounts received from the Company's 
suppliers.  Therefore, there is no material effect on operating results 
from providing these discounts.  

Each salesperson receives a draw against commission.  Commission is 
determined as a percentage of the gross profit generated from sales to 
the accounts in the sales representative's territory.  Sales quotas are 
established for each area.  Sales personnel are eligible to receive a 
bonus for meeting or exceeding their assigned quota.  

CPS emphasizes customer service, convenient availability of products and 
knowledge of the industry.  However, pricing, currently an important 
factor, is expected to become even more important in the late 1990s 
because the competition can provide the same products and warranties.  

CPS has seven major competitors in its market area for turf and 
irrigation equipment and six major competitors in its market area for 
industrial, commercial and residential pumps and equipment.  It is 
estimated by management that CPS has over 20% of the total market in 
Colorado for residential pumps and 34% of the total market in Colorado 
for turf and irrigation equipment.  Some of CPS' competitors have 
financial resources greater than CPS.  

CPS estimated that in the past two years its market share in the turf 
and irrigation equipment market in Colorado increased because of the 
cumulative effect of opening satellite operations in Thornton, Colorado, 
in March 1992; Littleton, Colorado, in March 1993; Aurora, Colorado, in 
March 1994; in the central section of Denver in March 1995; and in 
Broomfield, Colorado in February 1997; all located in the Denver 
metropolitan area. CPS opened a branch in Cheyenne, Wyoming in June 1996 
and Colorado Springs, Colorado in July 1997.  Management believes that 
CPS can continue to consolidate its market share in the turf and 
irrigation market by opening additional local warehousing and sales 
operations.  

Management believes CPS has an established reputation as a distributor 
of quality product lines such as Rainbird, Hunter, Lasco and Jacuzzi.  
CPS competes primarily on service and, to a lesser extent, on price, 
quality and reliability of products, technical services and availability 
of products.  

Employees - At November 30, 1997, the Company employed approximately 63 
persons, of which 30 were warehouse employees and 33 were sales and 
administrative employees.  The Company considers its employee relations 
to be good.  None of the Company's employees are covered by union 
contracts or collective bargaining agreements.

Item 2. Properties

The Company's leased facilities in Denver, Colorado are comprised of an 
aggregate of 32,265 square feet of offices and warehouse on 166,000 
square feet of land.  This building serves as the main warehouse of CPS 
and the executive offices of the Company.  In addition, the Company owns 
property in Casper, Wyoming, which consists of 6,159 square feet of 
office/warehouse space on 33,600 square feet of land.  The Company also 
leases a warehouse and small office in Colorado Springs, Colorado 
comprised of 6,370 square feet of office/warehouse space on 21,781 
square feet of land; 4,000 square feet of office and warehouse space on 
14,000 square feet of land in Fort Collins, Colorado; 10,000 square feet 
of office and warehouse space in Thornton, Colorado; 5,000 square feet 
of office and warehouse space in Littleton, Colorado; 4,000 square feet 
of office and warehouse space in Aurora, Colorado; 8,400 square feet of 
office and warehouse space in the central section of Denver, Colorado; 
9,120 square feet of office and warehouse space in Cheyenne, Wyoming; 
6,400 square feet of office and warehouse space in Broomfield, Colorado 
and 2,550 square feet of office and warehouse space in Colorado Springs, 
Colorado (North store).
During November 1994, the Company entered into a new agreement to lease 
warehouse space for its main warehouse.  The lease has a ten year term, 
beginning March 1995, with monthly rent at $9,500 for the first five 
years, after which the monthly rent may be adjusted by the percentage 
increase in the Consumer Price Index.  The Company has an option to 
purchase the related property at the end of the initial ten year term at 
a price approximating the market value at that time, subject to certain 
conditions.  The Company also has two five-year options to extend the 
lease term, one at the beginning of the eleventh year and one at the 
beginning of the 16th year.  The Company is to pay for all taxes, 
insurance and maintenance on the property. 

The Company believes its leased facilities are adequate to meet its 
needs for the next several years and anticipates that it would encounter 
little difficulty in locating alternative facilities should its 
requirements change. 

Item 3.  Legal Proceedings

The Company knows of no material pending legal proceedings to which the 
Company is a party or of which any of its properties is the subject and 
no such proceedings are known to the Company to be contemplated by 
governmental authorities.  


Item 4.  Submission of Matters to a Vote of Security Holders

There were no matters submitted to a shareholder vote during the fiscal 
year ended November 30, 1997.  


                               PART II

Item 5.  Market for the Company's Common Stock and Related Security 
Holders Matters

The principal market on which HIA Shares are traded is the Denver over-
the-counter market.  Prior to June 6, 1986, the Company's stock was 
traded on the NASDAQ National Market System.  On June 6, 1986, HIA 
Shares were de-listed from NASDAQ because the Company no longer 
satisfied the minimum total capital and surplus requirement for 
continued listing.  Although one market maker continues to quote prices 
for HIA Shares, the Company is not aware of any established public 
trading market for HIA Shares since June 6, 1986.  

The approximate number of holders of record of HIA Shares as of November 
30, 1997 was 2,000.  

The Company has never declared any dividends with respect to HIA Shares. 
 The Company has not in the past and is currently restricted from paying 
cash dividends under its existing line-of-credit agreement.

Item 6.  Management's Discussion and Analysis or Plan of Operation

Liquidity and Capital Resources

At November 30, 1997, the Company had total cash balances of $15,295.  
Cash flows used in operating activities decreased $502,251 during the 
year ended November 30, 1997 primarily as a result of net income of 
$417,562 offset by increases in accounts receivable and inventory levels 
of $161,306 and $420,168, respectively, and decreases in accounts 
payable of $296,128. The increase in accounts receivable resulted 
directly from increased sales levels.  The increased level of 
inventories resulted primarily from the opening of  new satellite 
operations during fiscal 1997. 

The following is a two-year summary of working capital and current 
ratios:
<TABLE>
                                      1997                  1996      
<S>                              <C>                  <C>
Working Capital                  $1,990,549           $2,027,665
Current Ratios                    1.85 to 1            2.10 to 1

At November 30, 1997, the Company and its subsidiaries have an available 
line-of-credit totaling $4,000,000, of which $2,501,387 was unused.

On September 9, 1997, the Company entered into an agreement with 
Colorado National Bank to finance up to $500,000 of computer and related 
equipment.  The Company has contracted with a local software company to 
provide software, equipment and technical services to upgrade and 
enhance its enterprise data and information systems.  As of November 30, 
1997 the Company spent $306,068 on the project which is financed by 
Colorado National Bank on an interim basis at prime rate.  The purchase 
of equipment is shown as a fixed asset (equipment) on the financial 
statements and the loan as a short-term debt (note payable to bank).

It is anticipated by the Company that the total project will cost 
approximately $450,000 and the short-term financing will be converted to 
a five year capital lease sometime during the first quarter of 1998.

Management believes that the present working capital is adequate to 
conduct its present operations.  The Company does not have any 
commitments nor anticipates material capital expenditures for fiscal 
1998.

During March 1994, the Company entered into an agreement to purchase 
1,386,011 of the common shares in the Company held by R. Thomas Dalbey, 
then President, Director, and principal owner, at $.14 per share for a 
total cost of  $194,042.  This amount was paid in cash. The agreement 
also gave the Company the option to purchase 1,386,011 of  Mr. Dalbey's 
remaining shares at $.15 per share by April 1, 1996, and 1,386,011 
shares (or all remaining shares) at $.16 per share by April 1, 1998.  
The per share cost to acquire the remaining 2,772,022 shares held by Mr. 
Dalbey was to be adjusted for the net profit or loss generated by the 
Company during the option period.

On November 30, 1995, the Company exercised its option and purchased 
1,386,011 common shares held by R. Thomas Dalbey at $.18585 per share, 
for a total cost of $257,590 under this agreement.  On October 31, 1996, 
the Company exercised its option and purchased 1,386,011 common shares 
held by R. Thomas Dalbey at $.22282 per share, for a total cost of 
$308,833 under this agreements.

The Company acquired from other stockholders 529,288 shares of its 
common stock at approximately $.20 per share during fiscal 1997 and 
338,357 shares of its common stock at $.183 to $.20 per share during 
fiscal 1996.  During fiscal 1997, the Company issued 529,288 shares from 
treasury to its officers for cash proceeds of $45,000 and $58,958 in 
consideration of accrued bonuses owed its officers.  During fiscal 1996, 
the Company issued 338,357 shares from treasury to its officers for cash 
proceeds of $66,600.

On November 30, 1995, the Board of Directors granted an option to each 
of the three executive officers of CPS to purchase up to 200,000 shares 
at $.18585 per share by December 31, 1997.  The options' exercise price 
was equal to the common stock's market price at the date of grant.

On November 30, 1996, the Board of Directors granted an option to each 
of the three executive officers of CPS to purchase up to 200,000 shares 
at $.22282 per share by December 31, 1998.  The options' exercise price 
was equal to the common stock's market price at the date of grant.

On December 31, 1997, the officers and directors of the Company 
exercised a total of 450,000 shares of the November 30, 1995 option at 
 .18585 per share.  Concurrently, 150,000 shares of the original option 
total of 600,000 shares expired.

Results of Operations

Comparison 1997 vs. 1996

Net sales were up $531,917 primarily as a result of the opening of two 
new satellite operations; northern Colorado Springs, Colorado (July 
1997) and Broomfield, Colorado (February 1997).  Cost of sales increased 
by $299,662 proportional to the increase in sales for the year.  Gross 
profit percent was 31% for both fiscal years 1997 and 1996.  Selling, 
general and administrative expenses were up $395,649 primarily as a 
result of the additional expenses of the two new branches of $136,683, 
payroll compensation (including taxes) of $101,860 and insurance 
expenses of $78,371.  The increase in insurance expenses were primarily 
due to the increase in employee health insurance rates, workers 
compensation rate increases and the premium cap the Company placed on 
the co-payment by employees with dependent coverage.  Due to a very 
competitive labor market in the Rocky Mountain region, pay rates 
increased greater than the rate of inflation and other types of 
compensation or accommodations were required to attract and keep 
valuable employees.

Net income decreased by $120,107 primarily due to the additional 
expenses incurred by the two new branches; a total of $136,683.  This 
amount was partially offset by the income tax effect of the loss.

The weighted-average interest rates on bank borrowings was 9.1% and 9.5% 
for 1997 and 1996, respectively.  The weighted-average balance 
outstanding of $1,697,363 for 1997 increase by $461,236 over 1996 
primarily as a result of the additional inventory carried by the Company 
in 1997.

   Income Taxes

At November 30, 1997, the Company has recorded a current net deferred 
tax asset totaling $76,000 and has recorded a noncurrent net deferred 
tax asset totaling $5,000.  Based upon the Company's recent history of 
taxable income and its projections for future earnings, management 
believes that is more likely than not that sufficient taxable income 
will be generated in the near term to utilize the net deferred tax 
assets.  See note 3 to the Company's consolidated financial statements.

  Year 2000 Compliant

Subsequent to November 30, 1997, the Company began converting its 
computer systems to be year 2000 compliant (e.g., to recognize the 
difference between 99 and 00 as one year instead of negative 99 
years).  The Company expects all of its computer systems to be in 
compliance by January 1999.  The total cost of the project is estimated 
to be $450,000 and is being funded through a long-term capital lease 
obligation.	

Recent Accounting Pronouncements 

The Financial Accounting Standards Board ("FASB") recently issued 
Statement of Financial Accounting Standards No. 128 "Earnings Per Share" 
("SFAS 128") and Statement of Financial Accounting Standards No. 129 
"Disclosure of Information About an Entity's Capital Structure ("SFAS 
129").  SFAS 128 provides a different method of calculating earnings per 
share than is currently used in accordance with Accounting Board Opinion 
("ABP") No. 15, "Earnings Per Share."  SFAS 128 provides for the 
calculation of "Basic" and "Diluted" earnings per share.  Basic earnings 
per share includes no dilution and is computed by dividing income 
available to common stockholders by the weighted average number of common 
shares outstanding for the period.  Diluted earnings per share reflects 
the potential dilution of securities that could share in the earnings of 
an entity, similar to fully diluted earnings per share.  SFAS 129 
establishes standards for disclosing information about an entity's 
capital structure.  SFAS 128 and SFAS 129 are effective for financial 
statements issued for periods ending after December 15, 1997.  Their 
implementation is not expected to have a material effect on the 
consolidated financial statements.
 PRIVATE  
In June 1997, FASB issued Statement of Financial Accounting Standard No. 
130 "Reporting Comprehensive Income ("SFAS 130") and Statement of 
Financial Accounting Standard No. 131 "Disclosures about Segments of an 
Enterprise and Related Information ("SFAS" 131").  SFAS 130 establishes 
standards for reporting and display of comprehensive income, its 
components and accumulated balances. Comprehensive income is defined to 
include all changes in equity except those resulting from investments by 
owners and distributions to owners.  Among other disclosures, SFAS 130 
requires that all items that are required to be recognized under current 
accounting standards as components of comprehensive income be reported in 
a financial statement that displays with the same prominence as other 
financial statements.  SFAS 131 supersedes Statement of Financial 
Accounting Standard No. 14 "Financial Reporting for Segments of a 
Business Enterprise."  SFAS 131 establishes standards of the way that 
public companies report information about operating segments in annual 
financial statements and requires reporting of selected information about 
operating segments in interim financial statements issued to the public. 
 It also establishes standards for disclosures regarding products and 
services, geographic areas and major customers.  SFAS 131 defines 
operating segments as components of a company about which separate 
financial information is available that is evaluated regularly by the 
chief operating decision maker in deciding how to allocate resources and 
in assessing performance.

SFAS 130 and SFAS 131 are effective for financial statements for periods 
beginning after December 15, 1997 and require comparative information for 
earlier years to be restated.  Because of the recent issuance of these 
standards, management has been unable to fully evaluate the impact, if 
any, the standards may have on future financial statement disclosures.  
Results of operations and financial position, however, will be unaffected 
by the implementation of these standards.

Item 7.  Financial Statements

The response to this item is submitted as a separate section of this 
report.  


Report of Independent Certified Public Accountants
Consolidated Financial Statements:
Balance Sheet
Statements of Income
Statements of Stockholders' Equity
Statements of Cash Flows
Summary of Accounting Policies
Notes to Consolidated Financial Statements

Report of Independent Certified Public Accountants

To the Stockholders and Board of Directors
HIA, Inc.
Denver, Colorado

We have audited the accompanying consolidated balance sheet of HIA, Inc. 
and subsidiaries (the "Company") as of November 30, 1997 and the related 
consolidated statements of income, stockholders' equity and cash flows 
for each of the years in the two year period ended November 30, 1997.  
These consolidated financial statements are the responsibility of the 
Company's management.  Our responsibility is to express an opinion on 
these consolidated financial statements based on our audits.   

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit 
to obtain reasonable assurance about whether the consolidated financial 
statements are free of material misstatement.  An audit includes 
examining, on a test basis, evidence supporting the amounts and 
disclosures in the consolidated financial statements.  An audit also 
includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall 
financial statement presentation.  We believe our audits provide a 
reasonable basis for our opinion. 

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of HIA, 
Inc. and its subsidiaries as of November 30, 1997 and the results of 
their operations and their cash flows for each of the years in the two 
year period ended November 30, 1997 in conformity with generally 
accepted accounting principles. 


BDO Seidman, LLP


Denver, Colorado
January 9, 1998

Hia, Inc. and Subsidiaries 
Consolidated Balance Sheet



</TABLE>
<TABLE>

November 30,                                                   1997
<S>                                                       <C>
Assets (Note 1)

Current:
Cash                                                      $       15,295
Accounts receivable, less allowance of
$ 86,000 for possible losses                                   1,676,222
Inventories                                                    2,498,970
Other current assets                                             148,029


Total current assets                                           4,338,516


Property and equipment:
Land and improvements                                           45,295
Buildings and improvements                                     286,441
Equipment                                                      761,623

------------------------------------------------------------------------
                                                              1,093,359
Less accumulated depreciation and
Amortization                                                  525,997

------------------------------------------------------------------------
Net property and equipment                                      567,362

Investments and other assets                                    127,002

------------------------------------------------------------------------
                                                             $5,032,880

<CAPTION>
See accompanying summary of accounting policies and notes to 
consolidated financial statements.
</CAPTION>
</TABLE>

Hia, Inc. and Subsidiaries 
Consolidated Balance Sheet, (Continued)

<TABLE>

November 30,                                                        1997

<S>                                                         <C>
Liabilities and Stockholders' Equity

Current liabilities:
Notes payable to banks (Note 1)                            $ 1,804,681
Accounts payable                                               181,508
Checks written against future deposits                         125,498
Accrued bonuses                                                124,042
Accrued profit sharing plan contribution (Note 5)               63,500
Income taxes payable (Note 3)                                   10,077
Other current liabilities                                       38,661


Total current liabilities                                     2,347,967

------------------------------------------------------------------------
Commitments (Notes 2 and 5)

Stockholders' equity (Note 4):
Common stock, $.01 par value; 20,000,000 shares 
 authorized; 13,107,896 issued and 9,103,383
 outstanding                                                   131,079
Additional paid-in capital                                   3,109,271
Retained earnings                                              181,519

-----------------------------------------------------------------------
                                                              3,421,869
Less treasury stock at cost; 4,004,513 shares                   736,956

-----------------------------------------------------------------------
Total stockholders' equity                                    2,684,913

-----------------------------------------------------------------------
                                                           $  5,032,880

<CAPTION>
See accompanying summary of accounting policies and notes to 
consolidated financial statements.
</CAPTION>
</TABLE>

Hia, Inc. and Subsidiaries 
Consolidated Statements of Income

<TABLE>

Years Ended November 30,                   1997          1996

<S>                                     <C>             <C>
Revenues:
Net sales                             $  17,015,690    $  16,483,773
Interest income                              18,006           10,780
Other income                                 15,997           23,327


Total revenues                            17,049,693      	16,517,880

--------------------------------------------------------------------
Costs and expenses:
Cost of sales                            11,732,498      	11,432,836
Selling, general and administrative       4,557,382       	4,161,733
Interest expense                            154,876         117,526

--------------------------------------------------------------------
Total costs and expenses                  16,444,756      	15,712,095

--------------------------------------------------------------------
Income before taxes on income                604,937         805,785

Taxes on income (Note 3)                     187,375         268,116

--------------------------------------------------------------------
Net income                              $    417,562    $	    537,669

Net income per common share             $        .04    $        .05

Weighted-average common
shares and common share
equivalents outstanding                   9,878,192      	11,575,475

<CAPTION>
See accompanying summary of accounting policies and notes to 
consolidated financial statements.
</CAPTION>
</TABLE>

Hia, Inc. and Subsidiaries 
Consolidated Statement of Shareholders' Equity
<TABLE>


                                               Additional   Retained               
                                               Paid-In      Earnings   Treasury    Total  
                                                                                   Stock-
Years Ended November 30,    Common Stock                                         holders'
 1997 and 1996           Shares     Amount     Capital     (Deficit)    Stock     Equity 
<S>                   <C>           <C>      <C>          <C>        <C>        <C>
Balance, December
 1, 1995                13,107,896  $131,079 $ 3,109,271  $(773,712) $(428,123) 	$2,038,515

Acquisition of
 treasury stock                                                       (375,493)  	(375,493)

Issuance of shares
 held in treasury                                                       66,660      	66,660

Net income                                                   537,669               537,669
==========================================================================================

Balance, November
 30, 1996               13,107,896   131,079	   3,109,271		   (236,043) (736,956)  	2,267,351

Acquisition of
 treasury stock                                                       (103,958)  	(103,958)

Issuance of shares
 held in treasury                                                      103,958     	103,958

Net income                                                  417,562	                417,562


Balance, November
 30, 1997               13,107,896 $ 131,079	 $ 3,109,271 	$  181,519 	$(736,956) $	2,684,913

<CAPTION>
See accompanying summary of accounting policies and notes to 
consolidated financial statements.
</CAPTION>
</TABLE>

Hia, Inc. and Subsidiaries 
Consolidated Statement of Cash Flows
<TABLE>

Increase (Decrease) in Cash

Years Ended November 30,                          1997           1996

<S>                                            <C>            <C>
Operating activities:
Net income                                     $   417,562    $  537,669
Adjustments to reconcile net income to 
 net cash provided by (used in) operating
  activities:
Depreciation and amortization                       40,892        33,566
Allowance for doubtful accounts                     13,215       (20,153)
Deferred income taxes                              (32,114)      (27,563)
Changes in operating assets and liabilities:
 Accounts receivable                              (161,306)     (209,007)
 Inventories                                      (420,168)     (112,518)
 Other current assets                              (15,908)      (42,413)
 Accounts payable                                 (296,128)      247,340
 Other current liabilities                         (48,296)     (148,957)

-----------------------------------------------------------------------
Net cash provided by (used in)
 operating activities                             (502,251)      257,964

------------------------------------------------------------------------
Investing activities:
 Disposal of property and equipment                               4,478
 Purchase of property and equipment               (138,045)     (73,485)
 Change in investments and other assets            (46,350)      (3,178)

------------------------------------------------------------------------
Net cash used in investing activities             (184,395)     (72,185)

-----------------------------------------------------------------------
</TABLE>
Hia, Inc. and Subsidiaries 
Consolidated Statement of Cash Flows, (Continued)

<TABLE>

Increase (Decrease) in Cash

Years Ended November 30,                           1997           1996

<S>                                          <C>            <C>
Financing activities:
Proceeds from note payable to bank          5,790,000      	5,144,333
Repayments on note payable to bank         (5,170,000)    	(5,030,000)
Payments on installment obligations                           (6,504)
Acquisitions of treasury stock               (103,958)      	(375,493)
Proceeds from sale of treasury stock           45,000         66,660
Checks written against future deposits           (685)        41,697

----------------------------------------------------------------------
Net cash provided by (used in)
financing activities                          560,357       	(159,307)

----------------------------------------------------------------------
Increase (decrease) in cash                   (126,289)        26,472

Cash, beginning of year                        141,584        115,112

---------------------------------------------------------------------
Cash, end of year                          $    15,295      $ 141,584

<CAPTION>
See accompanying summary of accounting policies and notes to 
consolidated financial statements.
</CAPTION>
</TABLE>

Hia, Inc. and Subsidiaries 
Summary of Accounting Policies

Principles of Consolidation The consolidated financial statements 
include the accounts of HIA, Inc. (the "Company" or "HIA"), its wholly-
owned subsidiary CPS Distributors, Inc. ("CPS"), and CPS's wholly-owned 
subsidiary, Water Systems, Inc.  All significant intercompany accounts 
and transactions have been eliminated in consolidation. 

Lines of Business The principal business of HIA, conducted through its 
subsidiary CPS, is the wholesale distribution of turf irrigation 
equipment and pumps. 

Concentration of Risk Financial instruments which potentially subject 
the Company to concentrations of credit risk consist primarily of cash 
and trade accounts receivable.  The Company invests temporary cash in 
demand deposits with federally insured financial institutions.  Such 
deposit accounts at times may exceed federally insured limits.  The 
Company has not experienced any losses in such accounts.

Concentrations of credit risk with respect to accounts receivables are 
limited due to the large number of customers, generally short payment 
terms, and their dispersion across geographic areas.  The Company 
reviews a customer's credit history before extending credit and 
establishes an allowance for doubtful accounts based upon the credit 
risk of specific customers, historical trends and other information.  
Generally, the Company does not require collateral from its customers.

Use of Estimates - The preparation of consolidated financial statements 
in conformity with generally accepted accounting principles necessarily 
requires management to make estimates and assumptions that affect the 
reported amounts of assets and liabilities, the disclosure of contingent 
assets and liabilities at the date of the financial statements and the 
reported amounts of revenue and expenses during the reporting periods.  
Actual results could differ from those estimates.  


Financial Instruments The following methods and assumptions were used to 
estimate the fair value of each class of financial instruments for which 
it is practicable to estimate that value:

Accounts Receivable, Accounts Payable and Other Current Liabilities

Fair values of accounts receivables, accounts payable and other current 
liabilities are assumed to approximate carrying values for these 
financial instruments since they are short term in nature and their 
carrying amounts approximate fair value or they are receivable or 
payable on demand.

Notes Payable to Banks

The notes payable to banks bear interest at floating rates of interest 
based upon lending institutions' prime lending rate.  Accordingly, their 
fair value approximates their reported carrying amounts at November 30, 
1997.

Inventories Inventories consist of wholesale goods held for resale which 
are primarily valued at the lower of cost (as determined using first-in, 
first-out method) or market. 

Property and Equipment Property and equipment are stated at cost.  
Depreciation is computed using straight-line and accelerated methods 
over the estimated useful lives of the assets, ranging from three to ten 
years.  Upon sale or retirement, the cost and related accumulated 
depreciation of disposed assets are eliminated from the respective 
accounts and the resulting gain or loss is included in the statement of 
operation.  At November 30, 1997, property and equipment includes 
$306,068 of data and information systems equipment under installation 
and not yet in service.

Long-Lived Assets Long-lived assets are reviewed for impairment whenever 
events or changes in circumstances indicate that the carrying amount may 
not be recoverable.  If the expected undiscounted future cash flow from 
the use of the assets and its eventual disposition is less than the 
carrying amount of the assets, an impairment loss is recognized and 
measured using the asset's fair value. 

Revenue Recognition The Company recognizes revenue at the time sales are 
shipped to customers in the normal course of business. 

Income Taxes The Company accounts for income taxes under Statement of 
Financial Accounting Standards No. 109 ("SFAS No. 109").  Temporary 
differences are differences between the tax basis of assets and 
liabilities and their reported amounts in the financial statements that 
will result in taxable or deductible amounts in future years.

Net Income Per Common Share Net income per common share is computed 
using the weighted-average number of shares outstanding during each 
period presented.  Options to purchase stock (1,200,000 options 
outstanding at November 30, 1997 and 1996) are included as common stock 
equivalents, when dilutive. 

Statements of Cash Flows For purposes of the statements of cash flows, 
the Company considers all highly liquid debt instruments purchased with 
an original maturity of three months or less to be cash equivalents. 

Stock Option Plans The Company applies APB Opinion 25, "Accounting for 
Stock Issued to Employees", and the related Interpretation in accounting 
for all stock option plans.  Under APB Opinion 25, no compensation cost 
has been recognized for stock options issued to employees as the 
exercise price of the Company's stock options granted equals or exceeds 
the market price of the underlying common stock on the date of grant.

SFAS No. 123, "Accounting for Stock-Based Compensation", requires the 
Company to provide pro forma information regarding net income as if 
compensation cost for the Company's stock options plans had been 
determined in accordance with the fair value based method prescribed in 
SFAS No. 123.  To provide the required pro forma information, the 
Company estimates the fair value of each stock option at the grant date 
by using the Black-Scholes option-pricing model.

Recent Accounting Pronouncements The Financial Accounting Standards 
Board ("FASB") recently issued Statement of Financial Accounting 
Standards No. 128 "Earnings Per Share" ("SFAS 128") and Statement of 
Financial Accounting Standards No. 129 "Disclosure of Information About 
an Entity's Capital Structure ("SFAS 129").  SFAS 128 provides a 
different method of calculating earnings per share than is currently 
used in accordance with Accounting Board Opinion ("ABP") No. 15, 
"Earnings Per Share."  SFAS 128 provides for the calculation of "Basic" 
and "Diluted" earnings per share.  Basic earnings per share includes no 
dilution and is computed by dividing income available to common 
stockholders by the weighted average number of common shares outstanding 
for the period.  Diluted earnings per share reflects the potential 
dilution of securities that could share in the earnings of an entity, 
similar to fully diluted earnings per share.  SFAS 129 establishes 
standards for disclosing information about an entity's capital 
structure.  SFAS 128 and SFAS 129 are effective for financial statements 
issued for periods ending after December 15, 1997.  Their implementation 
is not expected to have a material effect on the consolidated financial 
statements.

In June 1997, FASB issued Statement of Financial Accounting Standard No. 
130 "Reporting Comprehensive Income ("SFAS 130") and Statement of 
Financial Accounting Standard No. 131 "Disclosures about Segments of an 
Enterprise and Related Information ("SFAS" 131").  SFAS 130 establishes 
standards for reporting and display of comprehensive income, its 
components and accumulated balances. Comprehensive income is defined to 
include all changes in equity except those resulting from investments by 
owners and distributions to owners.  Among other disclosures, SFAS 130 
requires that all items that are required to be recognized under current 
accounting standards as components of comprehensive income be reported 
in a financial statement that displays with the same prominence as other 
financial statements.  SFAS 131 supersedes Statement of Financial 
Accounting Standard No. 14 "Financial Reporting for Segments of a 
Business Enterprise."  SFAS 131 establishes standards of the way that 
public companies report information about operating segments in annual 
financial statements and requires reporting of selected information 
about operating segments in interim financial statements issued to the 
public.  It also establishes standards for disclosures regarding 
products and services, geographic areas and major customers.  SFAS 131 
defines operating segments as components of a company about which 
separate financial information is available that is evaluated regularly 
by the chief operating decision maker in deciding how to allocate 
resources and in assessing performance.

SFAS 130 and SFAS 131 are effective for financial statements for periods 
beginning after December 15, 1997 and require comparative information 
for earlier years to be restated.  Because of the recent issuance of 
these standards, management has been unable to fully evaluate the 
impact, if any, the standards may have on future financial statement 
disclosures.  Results of operations and financial position, however, 
will be unaffected by the implementation of these standards.
Hia, Inc. and Subsidiaries 
Notes to Consolidated Financial Statements

1. Notes Payable to Banks 
   Line-of-Credit Agreement

CPS and its subsidiary have a line-of-credit agreement with a bank which 
expires April 30, 1999.  The available loan amount is the lesser of 
$4,000,000 or the computed borrowing base, as defined.  The line-of-
credit provides for interest at the bank's base rate (8.5% at November 
30, 1997) plus 1/2%.  The agreement is collateralized by primarily all 
of the Company's business assets including trade accounts receivable, 
inventories and property and equipment, excluding owned real estate.  
Additionally, the bank has the right of set-off under this agreement.  
The agreement is also guaranteed by HIA.  

The agreement contains several covenants which, among other things, 
require that the Company maintain certain financial ratios, minimum net 
worth and minimum working capital as defined in the line of credit 
agreement.  In addition, the agreement limits the payment of dividends, 
the purchase of property and equipment, and officer and stockholder 
compensation.  As of November 30, 1997, the Company was in compliance 
with the line of credit agreement.

As of November 30, 1997, $1,498,613 was outstanding under this line-of-
credit agreement.

Note Payable

During September 1997, the Company entered into a $500,000 short term 
financing commitment with Colorado National Bank for the purchase of 
computer and related equipment.  The note payable bears interest at 8.5% 
with interest only payable monthly.  The note payable is due September 
30, 1998 at which time the note payable will be converted into a long-
term capital lease obligation.  The note payable is collateralized by 
the computer and related equipment.  As of November 30, 1997, the note 
payable balance was $306,068.

2. Lease Commitments 

CPS leases its main warehouse under a non-cancelable operating lease 
requiring monthly payments of $9,500 through February 2005.  CPS has an 
option to purchase the related property at the end of the initial ten-
year term at a price approximating the market value at that time, 
subject to certain conditions.  CPS also has two five-year options to 
extend the lease term.  

CPS also leases vehicles, equipment and warehouse space under non-
cancelable operating leases.  Total lease expense was approximately 
$487,000 and $429,000 for fiscal 1997 and 1996.  

As of November 30, 1997 future annual minimum lease payments under non-
cancelable operating leases are as follows:

November 30,                                          Total


1998                                              $   483,000
1999                                                  412,000
2000                                                  318,000
2001                                                  248,000
2002                                                  132,000
Thereafter                                            273,000

---------------------------------------------------------------
                                                $  1,866,000

2. Taxes on Income

The provision for taxes on income for the years ended November 30, 1997 
and 1996 consisted of the following:
<TABLE>
                                   1997           1996

<S>                          <C>             <C>
Current:
 Federal                      $   209,412     $   256,044
 State                             10,077          39,635

Deferred:
 Federal                          (29,511)        (26,185)
 State                             (2,603)         (1,378)


                            $    187,375    $   268,116
</TABLE>

A reconciliation of taxes on income at the federally statutory rate to 
the effective tax rate is shown below:
<TABLE>
Years ended November 30,                  1997            1996

<S>                                      <C>           <C>
Income taxes computed at
 the federal statutory rate              $  192,672    $  273,967
State income taxes, net of
 federal benefit                              6,651         9,408
Other                                       (11,948)      (15,259)


Taxes on income                          $  187,375    $  268,116

</TABLE>

Temporary differences between the financial statement carrying amounts 
and the tax basis of assets and liabilities that give rise to 
significant portions of the net deferred tax asset at November 30, 1997 
relate to the following:
<TABLE>
                                             Current       Long-term

<S>                                        <C>             <C>
Inventories                                $  44,000       $       -
Accounts receivable                           32,000               -
Property and equipment                             -           3,000
Other                                              -           2,000

---------------------------------------------------------------------
                                          $  76,000       $	   5,000
</TABLE>

At November 30, 1997, $76,000 of the net deferred tax asset is 
classified as current and included in other current assets in the 
accompanying consolidated balance sheet.  At November 30, 1997, $5,000 
of the net deferred tax asset is classified as long-term and included in 
other current assets in the accompanying consolidated balance sheet.  
The Company has recorded no valuation allowance to offset the net 
deferred tax asset because management believes that it is more likely 
than not that sufficient taxable income will be generated in the 
foreseeable future to realize the net deferred tax asset.

4.  Stockholders' Equity 

Treasury Stock and Common Stock Options

During March 1994, the Company entered into a stock purchase agreement 
with an officer under which the Company had an option to purchase 
2,772,022 shares of its common stock from the officer.  The agreement 
provided for the purchase of 1,386,011 shares between March 1, 1994 and 
April 1, 1996 at $.15 per share, and the remaining purchase of 1,386,011 
shares between March 31, 1994 and April 1, 1998 at $.16 per share.  
Under the agreement, the option price was to be adjusted annually to 
reflect cumulative net income or loss for each year.  During fiscal 
1995, the Company exercised its option to purchase 1,386,011 shares at 
$.18585 per share, adjusted to reflect fiscal 1994 net income.  During 
fiscal 1996, the Company exercised its option to purchase the remaining 
1,386,011 shares at $.22282 per share, adjusted to reflect fiscal 1995 
net income.  The Company acquired from other stockholders 529,288 shares 
of its common stock at approximately $.20 per share during fiscal 1997 
and 338,357 shares of its common stock at $.183 to $.20 per share during 
fiscal 1996.  During fiscal 1997, the Company issued 529,288 shares from 
treasury to its officers for cash proceeds of $45,000 and $58,958 in 
consideration of accrued bonuses owed its officers.  During fiscal 1996, 
the Company issued 338,357 shares from treasury to its officers at cost 
for $66,660 cash.

On November 30, 1996, the board of directors of the Company granted 
options to officers of CPS to purchase up to 600,000 treasury shares at 
$.22282 per share through December 31, 1998.  On November 30, 1995, the 
board of directors of the Company granted options to officers of CPS to 
purchase up to 600,000 treasury shares at $.18585 per share through 
December 31, 1997.  The options granted during fiscal 1996 and 1995 were 
granted at an exercise price equal to the common stock's market price at 
the date of grant.  No options were exercised during fiscal 1997 and 
1996 under the 1996 and 1995 option plans.  As of November 30, 1997 and 
1996, the Company has 1,200,000 options outstanding. 

In addition, HIA has incentive and non-incentive stock option plans for 
officers, directors and employees of HIA and its subsidiaries under 
which options to purchase HIA's common stock are granted at no less than 
100 percent of the market price of the stock at the date of the grant.  
At November 30, 1997 and 1996, there were 684,250 shares reserved for 
future grants.  Under these plans, there were no options granted or 
outstanding as of November 30, 1997 and 1996. 

The following table summarizes information on stock option activity:
<TABLE>

                                                   Weighted  
                                                   Average   
                                                   Exercise  
               Number of    Exercise Price         Price      Expiration
               Shares        Per share             Per share  Dates  

<S>            <C>          <C>                  <C>        <C>
Outstanding at
 December 1,
  1995           600,000      $0.18585             $0.18585    12/31/97
Granted          600,000      $0.22282             $0.22282    12/31/98
Expired                -             -                    -           -


Outstanding at
 November 30,
  1996         1,200,000      $.18585-$.2282       $0.204     1997-1998
Granted                -             -                  -             -
Expired                -             -                  -             -


Outstanding 
 at
November 30,
 1997          1,200,000      $.18585-$.2282       $0.204     1997-1998
</TABLE>

FASB Statement 123, "Accounting for Stock-Based Compensation" ("SFAS No. 
123"), requires the Company to provide pro forma information regarding 
net income and net income per share as if compensation costs for the 
Company's stock option plans and other stock awards had been determined 
in accordance with the fair value based method prescribed in SFAS No. 
123.  The Company estimates the fair value of each stock award at the 
grant date by using the Black-Scholes option-pricing model with the 
following weighted-average assumptions used for grants in 1997 and 1996, 
respectively: dividend yield of 0 percent for all years; no expected 
volatility; risk-free interest rates of 6.21 and 5.4 percent; and 
expected lives of two years for the stock options.

Under the accounting provisions for SFAS No. 123, the Company's net 
income and net income per common share would have been decreased by the 
pro forma amounts indicated below:
<TABLE>
Years Ended November 30,                1997           1996

<S>                                <C>            <C>
Net income:
  As reported                      $  417,562     $  537,669
  Pro forma                        $  403,488     $  521,665

Net income per common share:
  As reported                      $      .04     $      .05
  Pro forma                        $      .04     $      .05
</TABLE>

The following information summarizes stock options outstanding at 
November 30, 1997.


                Outstanding                          Exercisable      
                   	           Weighted Average       
                            Remaining                          Weighted
                 Number    	 Contractual     	Exercise   	Number  	Average
Exercise Prices Outstanding	 Life in years   Price  	 Exercisable Exercise

   $.18585         600,000   	Less than 1   $.18585	   600,000    $.18585
   $.22282         600,000	   Less than 2   $.22282   	600,000    $.22282

-----------------------------------------------------------------------
$.18585-$.22282 1,200,0000   Less than 2   $  .204   600,000    $  .204

5. Profit Sharing Plan

HIA, Inc. maintains a noncontributory profit sharing plan (the "Plan") 
for the benefit of all full-time employees of CPS and CPS' wholly-owned 
subsidiary, Water Systems, Inc., who are at least 18 years of age.  
Interests vest ratably after two years and are fully vested after seven 
years.  The Plan is funded by the Company's contribution determined 
annually by the Board of Directors. 

Contributions to the Plan amounted to $63,500 and $95,000 for the years 
ended November 30, 1997 and 1996. 

6. Supplemental Disclosures of Cash Flow Information    1997      1996

Cash paid during the year for:
  Interest                                         $  	154,876 $  117,526
  Income taxes                                     $	  255,206 $	  237,988

Excluded from the statement of cash flows for the years ended November 
30, 1997 and 1996 were the effects of certain noncash investing and 
financing activities as follows:

                                                   1997            1996


Purchase of equipment with
 third party financing                            $  	306,068     $     -

Payment of officers' bonuses
 through issuance of
 treasury stock                                   $   58,958     $	     -


7. Subsequent Event

On December 31, 1997, the officers of the Company exercised a total of 
450,000 shares of the November 30, 1995 options at an exercise price of 
$.18585 per share.  Concurrently, the remaining 150,000 of the November 
30, 1995 options expired (see Note 4).


Item 8.  Changes in and Disagreements with Accountants on Accounting and 
Financial Disclosure

There have been no disagreements between the Company and its independent 
accountants on any matter of accounting principles or practices or 
financial statement disclosure since the Company's inception.
  
                                       PART III

Item 9.  Directors and Executive Officers of the Company

  (a) Identification of Directors

The list presented below sets forth the names and ages of all directors 
of the Company indicating all positions and offices with the Company 
held by each such person and his term of office as director and the 
period during which he has served as such.  

Name                  Age    Positions                  	Director Since

Carl J. Bentley       64     Chairman of the Board       1994
                              and Director

Alan C. Bergold       49     President, Treasurer        1981
                             and Director

Donald Champlin       46     Executive Vice President,   1994
                             Secretary and Director

(b)  Identification of Executive Officers

The list presented below sets forth the names and ages of all executive 
officers of the Company indicating all positions and offices held by 
such person and the period during which he has served as such.  

Name                 Age       Positions        	Year First Elected (1)

Carl J. Bentley       64     Chairman of the Board         1996
                             and Director                  1994

Alan C. Bergold       49     President, Treasurer          1996
                             and Director                  1981

Donald L. Champlin    46     Executive Vice President,     1996
                             Secretary 
                             and Director                  1994

(1) All officers serve at the discretion of the Board of Directors. 


(c) Business Experience

The material presented below sets forth a brief account of the business 
experience during at least the past five years of each director, 
executive officer and significant employee.  

Carl J. Bentley, age 64, was appointed Chairman of the Board in October 
1996.  He joined the Company as General Manager of CPS in July 1985.  In 
November 1986, he became President and a member of the Board of 
Directors of CPS.  He was appointed to the Company's Board of Directors 
in 1994.

Alan C. Bergold was appointed President in October 1996 and Executive 
Vice President of the Company in July 1983.  He served as Vice President 
and Secretary of the Company from 1981 to 1983.  Mr. Bergold, who is 49 
years old, has been a director of the Company since 1981.  In addition, 
Mr. Bergold is a Colorado Real Estate Broker and a Certified Public 
Accountant.  

Donald Champlin, age 46, was appointed Executive Vice President in 
October 1996.  He joined the Company as Pump Product Manager in October 
1983.  In February 1989, he became Vice President of Marketing and a 
member of the Board of Directors of CPS.  He was appointed to the 
Company's Board of Directors in 1994.

(d)  Involvement in Certain Legal Proceedings

     None.  

(e)  Promoters and Control Persons

     Not applicable. 


Item 10.  Executive Compensation

Summary Compensation Table

The following table reflects cash and non-cash compensation paid or 
accrued by the Company during the fiscal years ended November 30, 1997, 
1996 and 1995 to or for the account of the chief executive officer and 
each executive officer whose cash compensation exceeded $100,000, and 
all executives of the Company as a group:  

<TABLE>
                  Annual Compensation Name and 
Principal Position    Year Ended Nov. 30     Salary      Bonus       Other    
                                                                    Annual    
                                                                Compensation
<S>                    <C>               <C>           <C>         <C>
Carl J. Bentley        1997              $ 132,750     $ 61,000    -
 Chairman of the       1996                122,541       91,316    -
  Board                1995                113,550       76,521    -

Alan C. Bergold        1997              $ 130,250     $ 61,000    -
 President             1996                120,042       91,316    -
                       1995                111,050       76,521    -

Donald Champlin        1997              $ 127,750     $ 61,000    -
 Executive Vice-       1996                117,546       91,316    -
  President            1995                108,550       76,521    -
</TABLE>

                      Long-term Compensation

<TABLE>

                    Restricted Stock       Options     LTIP       All Other
                    Award                  SARs        Payouts    Compensation

<S>                    <C>               <C>           <C>         <C>
Carl J. Bentley        - 
 Chairman of the       -                 200,000 (1)   -           - 
  Board                -                 200,000 (2)   -           - 

Alan C. Bergold        -                 
 President             -                 200,000 (1)   -           - 
                       -                 200,000 (2)   -           - 

Donald Champlin        -
 Executive Vice-       -                 200,000 (1)   -           - 
  President            -                 200,000 (2)   -           - 

 (1) Options to purchase shares of common stock at $.222822 each 
expiring December 31, 1998.

(2) Options to purchase shares of common stock at $.18585 each expiring 
December 31, 1997.

The preceding table does not include any amounts for non-cash 
compensation, including personal benefits, paid to the above-listed 
officers.  The Company believes that the value of such non-cash benefits 
and compensation paid during the periods presented did not exceed the 
lessor of $50,000 or 10% of the cash compensation reported. 

The Company has employment agreements as follows:  

Carl J. Bentley (1): $134,500 annual salary per year, adjusted for cost 
of living plus five percent per annum base increase; plus seven and one-
half percent bonus of net pretax income exclusive of parent company 
expenses and profit-sharing contribution; term of six years beginning 
February 1, 1994.  

Alan C. Bergold (1):  $132,000 annual salary per year, adjusted for cost 
of living plus five percent per annum base increase; plus seven and one-
half percent bonus of net pretax income exclusive of parent company 
expenses and profit-sharing contribution; term of six years beginning 
February 1, 1994.  

Donald Champlin (1):  $129,500 annual salary per year, adjusted for cost 
of living plus five percent per annum base increase; plus seven and one-
half percent bonus of net pretax income exclusive of parent company 
expenses and profit-sharing contribution; term of six years beginning 
February 1, 1994.  

(1) There is a provision for payment of one year's compensation as a 
result of the sale of all or substantially all of the Company's assets.

(b) Option/SAR Grants in Last Fiscal Year

                  Number of      % of Total
                  Securities     Options/SARs
                  Underlying     Granted to
                  Options        Employees     Exercise
                  SARs           in Fiscal     or Base      Expiration
  Name            Granted        Year         Price/($ Share)  Date     

  None


(c) Aggregated Option/SAR Exercise and Fiscal Year-End Option/SAR Value 
Table

</TABLE>
<TABLE>
                                      Number of           Value of
                                      Securities         Unexercised
                                      Underlying         In-the-Money
                                      Unexercised          Options/
               Shares                 Options/SARs         SARs at
               Acquired     Value     at FY-end             FY-end
Name           on Exercise  Realized  (all exercisable)(all exercisable)
<S>              <C>         <C>         <C>             <C>
Alan C. Bergold   0           $  0       	400,000         $  81,734
Carl J. Bentley   0              0       	400,000            81,734
Donald Champlin   0              0       	400,000            81,734

</TABLE>

Refer to Note 4 to the Consolidated Financial Statements for description 
of Stock Option Plan.  

Item 11.Security Ownership of Certain Beneficial Owners and Management

(a)  Security Ownership of Certain Beneficial Owners

The following table shows, as of November 30, 1997, the beneficial 
ownership of Common Stock by each person known by the Company to own 
beneficially more than 5 percent of the outstanding shares of its Common 
Stock.  The Company has no other class of voting securities.  

                              Common Stock

Name and Address of       Amount and Nature of         Percent
Beneficial Owner          Beneficial Ownership         of Class

Carl J. Bentley           1,753,392 (1)                 17.0%
4275 Forest Street
Denver, CO  80216

Alan C. Bergold           2,040,884 (1)                 19.8%
4275 Forest Street
Denver, CO  80216

Don Champlin              1,678,035 (1)                16.3%
4275 Forest Street
Denver, CO  80216

(1)  Includes 400,000 shares which may be acquired pursuant to the 
exercise of stock options exercisable within 2 years.

(b) Security Ownership of Management

The following table shows, as of November 30, 1997, the equity 
securities beneficially owned by all directors of the Company and all 
directors and officers of the Company as a group.  

(1)  Directors

                               Common Stock

Name and Address of          Amount and Nature of             Percent
Beneficial Owner             Beneficial Ownership             of Class

Carl J. Bentley               1,753,392 (1)                   17.0%
4275 Forest Street
Denver, CO  80216

Alan C. Bergold               2,040,884 (1)                   19.8%
4275 Forest Street
Denver, CO  80216

Don Champlin                  1,678,035 (1)                   16.3%
4275 Forest Street
Denver, CO  80216

(1)  Includes 400,000 shares which may be acquired pursuant to the 
exercise of stock options exercisable within 2 years. 

(2)  Directors and Officers as a Group

                         Amount and Nature of           Percent
Title of Class            Beneficial Ownership        of Class

Common Stock                   5,472,311                  53.1%
(par value $.01)

(c)  Changes in Control

         None.  


Item 12. Certain Relationships and Related Transactions

(a)  Transactions With Management and Others

On November 30, 1996, the Board of Directors granted an option to each 
of the three executive officers of CPS to purchase up to 200,000 shares 
at $.22282 per share by December 31, 1998.  The options' exercise price 
was equal to the common stock's market price at the date of grant.

On November 30, 1995, the Board of Directors granted an option to each 
of the three executive officers of CPS to purchase up to 200,000 shares 
at $.18585 per share by December 31, 1997.  The options' exercise price 
was equal to the common stock's market price at the date of grant.

During March 1994, the Company entered into an agreement to purchase 
1,386,011 of the common shares in the Company held by R. Thomas Dalbey, 
then President, Director, and principal owner, at $.14 per share for a 
total cost of  $194,042.  This amount was paid in cash.  On November 30, 
1995, the Company purchased an additional 1,386,011 shares at $.18585, 
adjusted for fiscal 1994 net income, per share for a total of $257,590. 
 This amount was paid in cash.  On October 31, 1996, the Company 
purchased the remaining 1,386,011 shares at $.22282 per share for a 
total cost of $308,333 from R. Thomas Dalbey.  This amount was paid in 
cash.

During fiscal 1997, the Company issued 529,288 shares from treasury to 
its officers for cash proceeds of $45,000 and $58,958 in consideration 
of accrued bonuses owed its officers.  During fiscal 1996, the Company 
issued 338,357 shares from treasury to its officers for cash proceeds of 
$66,600.

(b)  Certain Business Relationships

     None. 

(c)  Indebtedness of Management

     None. 

(d)  Transactions with Promoters

     Not applicable.


                                  PART IV

Item 13. Exhibits and Reports on Form 8-K

Exhibits

(a)  The documents listed below have been filed as exhibits to this 
report.  As used in this exhibit list, "Form 10" means the Company's 
Registration Statement on Form 10 filed with the Securities and Exchange 
Commission in March 1981.  

3.1 Articles of Incorporation (incorporated by reference to Exhibits 
3.1 and 3.2 to Form 10).

3.2 By-laws (incorporated by reference to Exhibit 3.3 to the Form 10).  

11  Statement Regarding Computation of Per Share Earnings. 

21  Subsidiaries of the Company.  

24  Power of Attorney

(b)  No reports on Form 8-K were filed by the Company during the last 
quarter of the period covered by this report.  


HIA, Inc. and Subsidiaries

Exhibit 11--Statement Re:  Computation of Earnings Per Share

Historical weighted average number of shares outstanding is summarized as 
follows:
<TABLE>
                                     Year Ended November 30, 1997
                                       Days          Weighted Average 
                       Number of       Outstanding   Shares Outstanding 
                        Shares        in Fiscal 1997    11/30/97 
<S>                     <C>               <C>           <C>

Common stock issued     13,107,896        365           13,107,896 
Treasury stock
 Outstanding            (4,004,513)        20             (219,425)
Treasury stock
 Outstanding            (4,160,513)         3              (34,196)
Treasury stock
 Outstanding            (4,165,513)         4              (45,649)
Treasury stock
 Outstanding            (4,187,935)         3              (34,421)
Treasury stock
 Outstanding            (4,189,935)        11             (126,272)
Treasury stock
 Outstanding            (4,279,623)         9             (105,525)
Treasury stock
 Outstanding            (4,295,023)        34             (400,084)
Treasury stock
 Outstanding            (4,317,523)         7              (82,802)
Treasury stock
 Outstanding            (4,330,976)        14             (166,120)
Treasury stock
 Outstanding            (4,426,664)         6              (72,767)
Treasury stock
 Outstanding            (4,457,464)        34             (415,216)
Treasury stock
 Outstanding            (4,458,464)         7              (85,505)
Treasury stock
 Outstanding            (4,508,464)        63             (778,173)
Treasury stock
 Outstanding            (4,508,664)       115           (1,420,538)
Treasury stock
 Outstanding            (4,533,801)        18             (223,585)
Treasury stock
 Outstanding            (4,004,513)        20             (219,424)

Weighted average
 common stock
  outstanding                                            8,678,192 

Assumed exercise
 of stock options                                        1,200,000 

Weighted average
 number of common
  shares outstanding                                     9,878,192 
</TABLE>

<TABLE>
                          Year Ended November 30, 1996
                                       Days          Weighted Average 
                       Number of       Outstanding   Shares Outstanding 
                        Shares        in Fiscal 1996    11/30/96 
<S>                   <C>                <C>           <C>
 Common stock
 Issued               13,107,896         365           13,107,896
Treasury stock
 Outstanding          (2,618,502)        365           (2,618,502)
Treasury stock
 Outstanding          (1,386,011)         30             (113,919)


Weighted average
 common stock
  outstanding                                           10,375,475 

Assumed exercise
 of stock options                                        1,200,000

Weighted average
 number of common
  shares outstanding                                    11,575,475 
</TABLE>

<TABLE>

Primary and Fully Diluted Earnings per Share

                                        For the Year Ended November 30,
                                                   1997           1996
<S>                                            <C>           <C>
Income applicable to common stock              $ 417,562     $  537,669 

Weighted average number of common
 shares outstanding                            9,878,192     11,575,475 

Primary and Fully Diluted Earnings
 Per Share                                         $0.04          $0.05 
</TABLE>








HIA, INC. AND SUBSIDIARIES


                              Exhibit 21

                     SUBSIDIARIES OF THE COMPANY


Name                                              State of Incorporation

CPS Distributors, Inc.                            Colorado



                           SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
and Exchange Act of 1934, the Registrant has duly caused this report to 
be signed on its behalf by the undersigned, thereunto duly authorized.  

                               HIA, INC.



                                       By:
                                           Alan C. Bergold, President,
Treasurer and Director

Pursuant to the requirements of the Securities and Exchange Act of 1934, 
this report has been signed below by the following persons on behalf of 
the Registrant in the capacities and on the dates indicated.  

Signature                         Title                            Date

                                  Chairman of the Board
Carl J. Bentley                   and Director

                                  President,
Alan C. Bergold                   Treasurer and Director

                                  Executive Vice
Donald Champlin                   President, Secretary
                                  and Director