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, 1998                              #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 $18,830,330 for the fiscal year ended 
November 30, 1998.  

The aggregate market value of voting stock held by non-affiliates of the 
Issuer as of February 1, 1999 was approximately $759,326 based on 
insider transactions which took place in 1998.

The number of shares of the only class of Common Stock of the Issuer 
outstanding as of January 1, 1999 was  9,879,470.  

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 16% and 
84%, respectively, of net sales for 1998 and approximately 19% and 81%, 
respectively, of net sales in 1997.

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 24% 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 and 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 84% 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, 1998, the Company employed 66 persons, of 
which 25 were warehouse employees and 41 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 an 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

As part of its ordinary course of business, the Company is involved in 
certain litigious activities from time to time.  No litigation exists at 
November 30, 1998 or to the date of this report that management or its 
legal counsel believe will have a material impact on the financial 
position or operations of the Company.   

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, 1998.  

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 at least 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, 1998 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.

FORWARD-LOOKING STATEMENTS

Statements made in this Form 10-KSB that are historical or current facts 
are forward-looking statements made pursuant to the safe harbor 
provisions of Section 27A of the Securities Act of 1933 (The ACT) and 
Section 21E of the Securities Exchange Act of 1934. These statements 
often can be identified by the use of terms such as may, will, expect, 
believes, anticipate, estimate, approximate, or continue, or the 
negative thereof.  The Company intends that such forward-looking 
statements be subject to the safe harbors for such statements.  The 
Company wishes to caution readers not to place undue reliance on any 
such forward-looking statements, which speak only as of the date made.  
Any forward-looking statements represent management's best judgements as 
to what may occur in the future.  However, forward-looking statements 
are subject to risks, uncertainties and important factors beyond the 
control of the Company that could cause actual results and events to 
differ materially from historical results of operations to revise any 
forward-looking statements to reflect events or circumstances after the 
date of such statement or to reflect the occurrence of anticipated or 
unanticipated events.

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

Liquidity and Capital Resources

At November 30, 1998, the Company had total cash balances of $29,869.  
Cash flows provided by operating activities increased to $1,183,001 
during the year ended November 30, 1998 primarily as a result of net 
income of $417,939, as adjusted for noncash items, decreases in accounts 
receivable and inventory levels of $7,850 and $335,536, respectively, 
and increases in accounts payable and other current liabilities of 
$117,465 and $121,668, respectively. The decreased level of inventories 
resulted primarily from the decision by management to reduce the amount 
of early order dating shipments from its principal suppliers during the 
winter months.  These early order dating programs from the manufacturers 
are designed to keep their factories busy during the winter months and 
level out the manufacturing process overall. This reduced level of early 
order inventory purchases by the Company resulted in more just in time 
ordering by purchasing agents during fiscal 1998 and lowered the overall 
level of inventory at November 30, 1998.  The increase in accounts 
payable was primarily attributable to two early order dating purchases 
made in November of 1998 instead of December of 1998 as is normally done 
in previous years. The increase in other current liabilities was 
primarily due to the increase in accrued bonuses of $84,958. 

The following is a two-year summary of working capital and current 
ratios:

                                1998           1997      

Working Capital                $2,793,585    $1,990,549
Current Ratios                  3.40 to 1     1.85 to 1

At November 30, 1998, the Company and its subsidiaries have an available 
line-of-credit totaling $4,000,000, of which $3,780,387 was unused.

On September 9, 1997, the Company entered into an agreement with 
Colorado National Bank (US BankCorp) to finance up to $500,000 of 
computer and related equipment.  The Company contracted with a local 
software company to provide software, equipment and technical services 
to upgrade and enhance its enterprise data and information systems.  
During 1998, the implementation project was abandoned due to the 
problems with the JD Edwards One World software programming which had 
numerous bugs and was not capable of being installed within a reasonable 
time period.  As a result, after further analysis, management decided to 
swap the One World software for a similar enterprise software also 
developed by JD Edwards called World. The new software was swapped out 
by JD Edwards at no additional cost to the company. The World enterprise 
software has been installed by over 5,000 companies worldwide and is 
virtually free of defects as compared to the client-server One World 
recently developed software.  It is the Company's intention to install 
One World within the next two years when the product is more developed 
and de-bugged.  Since the two software systems are compatible, the 
additional hardware and software purchased to install One World will be 
usable both as part of the World software implementation and in the 
future.  All enhancements and modifications to both software products 
are included in the original software license agreement with JD Edwards. 
The only significant piece of additional hardware that will be purchased 
in fiscal 1999 as a result of this change in strategy is the purchase of 
an IBM AS400 computer at a cost of approximately $114,000 including 
operating software and maintenance. In addition, a replacement 
consulting company was engaged by the company to install the World 
software at a projected cost of $120,000.  It is anticipated that the 
installation of the World software will be completed by October 1999.

During fiscal 1998 and 1997, the Company purchased $90,354 and $306,068 
of computer and related equipment from this project.  The Company 
financed the purchase of this computer and related equipment through a 
capital lease obligation (See Note 1 to the Consolidated Financial 
Statements). 

The Company anticipates that the total project upon its completion will 
cost approximately $630,000.  The Company will finance the additional 
costs in 1999 of approximately $234,000 through two five-year capital 
leases executed sometime during fiscal 1999.

Management believes that the present working capital is adequate to 
conduct its present operations.  The Company does not have any 
additional purchase commitments nor does it anticipate any additional 
material capital expenditures for fiscal 1999.

During fiscal 1997, the Company purchased from non-insider stockholders 
529,288 shares of its common stock at approximately $.20 per share.  
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 1998, the Company purchased from non-insider stockholders 
159,200 shares of its common stock at an average of  $.166 per share.  
During fiscal 1998, the Company issued 450,000 shares from treasury at 
$.18585 per share to its officers for cash proceeds of $83,632 as 
provided by the Company's stock option plan as described in Note 4 to 
the Consolidated Financial Statements.  

During December 1998, the Company issued 185,287 shares from treasury to 
its officers for cash proceeds of $30,572.

On December 31, 1998, the officers of the Company exercised a total of 
300,000 shares of the November 30, 1996 option at $.22282 per share.  
Concurrently, the remaining 300,000 shares of the November 30, 1996 
options expired (See Note 4 to the Consolidated Financial Statements).

On January 1, 1999, the Board of Directors granted an option to the 
officers of the Company to purchase 600,000 shares of treasury stock at 
$.18585 per share.  The exercise price of the options were valued at the 
market price of the common stock on the date of grant.  The options 
expire on December 31, 1999. 
 
Results of Operations

Comparison Fiscal 1998 vs. Fiscal 1997

Net sales were up $1,770,545 primarily as a result of establishing a 
separate commercial division at the Denver administrative offices in 
fiscal 1998 which increased commercial irrigation sales by approximately 
$750,000.  The remaining increase primarily related to an across-the-
board price increase of approximately 5%.  Cost of sales increased by 
$1,404,537 proportional to the increase in sales for the year.  Gross 
profit percent was 30% and 31% for fiscal years 1998 and 1997 
respectively.  Selling, general and administrative expenses were up 
$336,066 primarily as a result of the additional expenses of the two new 
branches opened during fiscal 1997 of $83,262, payroll compensation 
(including taxes) of $213,444 and depreciation expense of $87,693.  The 
increase in depreciation expense was primarily due to the addition of 
computer equipment in fiscal 1997 and 1998. 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.  It 
is anticipated that these tight labor market conditions will continue 
for the next two to three years or until such time as the economic 
growth begins to flatten out in the Rocky Mountain region. 

The weighted-average interest rates on bank borrowings was  9.25% and 
9.1% for 1998 and 1997, respectively.  The weighted-average balance 
outstanding of $1,118,030 for 1998 decrease by $579,333 compared to 1997 
primarily as a result of the reduced inventory levels carried by the 
Company in 1998.

Net income for fiscal 1998 has remained consistent with fiscal 1997.  

Income Taxes

At  November 30, 1998,  the Company  has recorded a current  net deferred tax 
asset totaling  $73,113  and has recorded a noncurrent net deferred tax asset 
totaling $5,242.  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

The Company is aware of the issues associated with the programming code 
in existing computer systems as the Year 2000 approaches.  The "Year 
2000" problem is concerned with whether computer systems will properly 
recognize date sensitive information when the year changes to 2000.  
Systems that do not properly recognize such information could generate 
erroneous data or cause a system to fail.  The Year 2000 problem is 
pervasive and complex as the computer operation of virtually every 
company will be affected in some way.

The Company, like most owners of computer software, will be required to 
modify significant portions of its software so that it will function 
properly in the Year 2000.  Estimates of the total costs to be incurred 
by the Company to resolve this problem is approximately $654,000 and a 
majority of which is funded through long-term capital lease obligations. 
  

Since the Company mainly uses third party off-the-shelf software, it does 
not anticipate a problem in resolving the Year 2000 problem in a timely 
manner.  The Company is currently taking steps to ensure that its 
computer systems and services will continue to operate on and after 
January 1, 2000.  However, there can be no assurance that Year 2000 
problems will not occur with respect to the Company's computer systems.  
Furthermore, the Year 2000 problem may impact other entities with which 
the Company transacts business, and the Company cannot predict the effect 
of the Year 2000 problem on such entities or the resulting effect on the 
Company.  For such externally maintained systems, the Company has begun 
to work with vendors to ensure that each system is currently Year 2000 
compliant or will be Year 2000 compliant during 1998 or 1999.  The 
Company has not developed contingency plans that would assure it will not 
be adversely impacted by the effect of the Year 2000 Issue and does not 
intend to prepare such plans. 

Recent Accounting Pronouncements 
 PRIVATE  
In June 1997, the Financial Accountings Standards Board (FASB) issued 
Statement of Financial Accounting Standards No. 130 "Reporting 
Comprehensive Income" ("SFAS 130") and Statement of Financial Accounting 
Standards 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 Standards 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. Results of operations and financial 
position, however, will be unaffected by the implementation of these 
standards.

In February 1998, the FASB issued Statement of Financial Accounting 
Standards No. 132, "Employers' Disclosures about Pensions and Other 
Postretirement Benefits" (SFAS No. 132) which standardizes the 
disclosure requirements for pensions and other postretirement benefits 
and requires additional information on changes in the benefit 
obligations and fair values of plan assets that will facilitate 
financial analysis.  SFAS No. 132 is effective for years beginning after 
December 15, 1997 and requires comparative information for earlier years 
to be restated, unless such information is not readily available.  
Management believes the adoption of this statement will have no impact 
on the Company's consolidated financial statements.

The FASB has recently issued Statement of Financial Accounting Standards 
No. 133 "Accounting for Derivative Instruments and Hedging 
Activities"(SFAS No. 133).  SFAS No. 133 established standards for 
recognizing all derivative instruments at fair value.  This Statement is 
effective for fiscal years beginning after June 30, 1999. Management 
believes the adoption of this statement will have no impact on the 
Company's consolidated financial statements.

The FASB recently issued Statement of Financial Accounting Standards No. 
134 "Accounting for Mortgage-Backed Securitization of Mortgage Loans 
Held for Sales by a Mortgage Banking Enterprise" (SFAS No. 134).  SFAS 
No. 134 establishes accounting and reporting standards for certain 
activities of mortgage banking enterprises and other enterprises that 
conduct operations that are substantially similar to the primary 
operations of a mortgage banking enterprise.   This statement is 
effective for the first fiscal quarter beginnings after December 15, 
1998.  The Company has not yet determined the effect of SFAS No. 134 on 
its financial statements.  Management believes the adoption of this 
statement will have no impact on the Company's consolidated financial 
statements. 

Item 7.	Financial Statements

Index to Consolidated Financial Statements
Report of Independent Certified Public Accountants 

Consolidated Financial Statements:
Balance Sheets 
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 sheets of HIA, 
Inc. and subsidiaries (the "Company") as of November 30, 1998 and 1997 
and the related consolidated statements of income, stockholders' equity 
and cash flows for the years then ended.  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 that 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, 1998 and 1997 and the 
results of their operations and their cash flows for the years then 
ended in conformity with generally accepted accounting principles. 




/S/ BDO Seidman, LLP


Denver, Colorado
January 12, 1999

HIA, Inc. and Subsidiaries 
Consolidated Balance Sheets
<TABLE>
November 30,                                   1998              1997
<S>                                       <C>                <C>
Assets (Note 1)

Current assets:
 Cash                                     $    29,869        $    15,295
 Accounts receivable, less
  allowance of $100,000 and $86,000
    for possible losses                     1,654,434          1,676,222
 Inventories                                2,163,434          2,498,970
 Other current assets (Note 3)                107,875            148,029
------------------------------------------------------------------------
Total current assets                        3,955,612          4,338,516
------------------------------------------------------------------------

Property and equipment:
 Land and improvements                         45,295             45,295
 Buildings and improvements                   286,441            286,441
 Equipment                                    851,978            761,623
------------------------------------------------------------------------
                                            1,183,714          1,093,359
 Less accumulated depreciation and
  amortization                                654,582            525,997
------------------------------------------------------------------------
Net property and equipment                    529,132            567,362
------------------------------------------------------------------------

Investments and other assets (Note 3)         124,530            127,002
------------------------------------------------------------------------
                                          $ 4,609,274        $ 5,032,880

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

<TABLE>

HIA, Inc. and Subsidiaries 
Consolidated Balance Sheets

November 30,                                  1998                1997
<S>                                         <C>           <C>
Liabilities and Stockholders' Equity

Current liabilities:
 Notes payable to banks (Note 1)            $ 219,613     $ 1,804,681
 Current portion of capital lease
   obligation (Note 1)                         64,087               -
 Accounts payable                             298,974         181,508
 Checks written against future deposits       221,405         125,498
 Accrued bonuses                              209,000         124,042
 Accrued profit sharing plan
 contribution (Note 5)                         72,000          63,500
 Income taxes payable (Note 3)                 26,604          10,077
 Other current liabilities                     50,344          38,661
----------------------------------------------------------------------

Total current liabilities                   1,162,027       2,347,967
----------------------------------------------------------------------

Capital lease obligation, less current
 portion (Note 1)                             287,187               -
----------------------------------------------------------------------

Total liabilities                           1,449,214       2,347,967
---------------------------------------------------------------------

Commitments and contingencies 
  (Notes 2 and 5)

Stockholders' equity (Note 4):
 Common stock, $.01 par value;
  20,000,000 shares authorized; 
   13,107,896 issued and 9,394,183 
    and 9,103,383 outstanding                 131,079         131,079
 Additional paid-in capital                 3,109,271       3,109,271
 Retained earnings                            599,458         181,519
---------------------------------------------------------------------
                                            3,839,808       3,421,869
 Less treasury stock at cost;
  3,713,713 and 4,004,513 shares              679,748        736,956
---------------------------------------------------------------------

Total stockholders' equity                  3,160,060      2,684,913
--------------------------------------------------------------------
                                         $  4,609,274    $ 5,032,880
=====================================================================
<CAPTION>
See accompanying summary of accounting policies and notes to 
consolidated financial statements.
</CAPTION>
</TABLE>
<TABLE>

HIA, Inc. and Subsidiaries 
Consolidated Statements of Income 


Years Ended November 30,                         1998            1997
<S>                                        <C>               <C>
Revenues:
 Net sales                                 $   18,786,235    $  17,015,690
 Interest income                                   18,327           18,006
 Other income                                      25,768           15,997
-------------------------------------------------------------------------

Total revenues                                 18,830,330       17,049,693
--------------------------------------------------------------------------

Costs and expenses:
 Cost of sales (Note 6)                        13,137,035       11,732,498
 Selling, general and administrative            4,893,448        4,557,382
 Interest expense                                 135,668          154,876
--------------------------------------------------------------------------

Total costs and expenses                       18,166,151      16,444,756
--------------------------------------------------------------------------

Income before taxes on income                     664,179         604,937

Taxes on income (Note 3)                          246,240         187,375
-------------------------------------------------------------------------
Net income                                   $    417,939    $    417,562
=========================================================================

Net income per common share -
 Basic and diluted                           $        .04    $       .05
=========================================================================

Basic and diluted weighted-average
 common shares outstanding                      9,442,729     8,678,192
=======================================================================
<CAPTION>
See accompanying summary of accounting policies and notes to 
consolidated financial statements.
</CAPTION>
</TABLE>
HIA, Inc. and Subsidiaries 
Consolidated Statements of Stockholders' Equity
<TABLE>

                                           Additional         Retained 
                       Common Stock        Paid-In            Earnings 
Years Ended November
 30, 1998 and 1997   Shares     Amount     Capital           (Deficit)

<S>                  <C>        <C>       <C>              <C>

Balance, December
 1, 1996             13,107,896 $ 131,079 $  3,109,271     $  (236,043)

 Acquisition of
 treasury stock               -         -            -               -

Issuance of shares 
 held in treasury             -         -            -               -

Net income                    -         -            -         417,562
---------------------------------------------------------------------

Balance, November
 30, 1997            13,107,896   131,079    3,109,271       181,519

Acquisition of
 treasury stock               -         -            -             -

Issuance of shares
 held in treasury             -         -            -             -

Net income                    -         -            -       417,939
-------------------------------------------------------------------

Balance, November
 30, 1998            13,107,896  $131,079   $3,109,271   $  599,458
===================================================================
</TABLE>

<TABLE>
                                 Treasury Stock          Total 
                             Shares       Amount         Stockholders'
Years Ended November
 30, 1998 and 1997                                       Equity
<S>                       <C>           <C>              <C>

Balance, December
 1, 1996                 4,004,513      $(736,956)      $2,267,351
 
 Acquisition of
 treasury stock            529,288       (103,958)        (103,958)

Issuance of shares 
 held in treasury         (529,288)       103,958          103,958

Net income                       -              -          417,562
---------------------------------------------------------------------

Balance, November
 30, 1997                4,004,513       (736,956)       2,684,913

Acquisition of
 treasury stock           159,200         (26,424)         (26,424)

Issuance of shares
 held in treasury        (450,000)         83,632           83,632

Net income                      -               -          417,939
-------------------------------------------------------------------

Balance, November
 30, 1998               3,713,713       $(679,748)      $3,160,060

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

HIA, Inc. and Subsidiaries 
Consolidated Statements of Cash Flows

Increase (Decrease) in Cash

Years Ended November 30,                           1998            1997

<S>                                             <C>           <C>
Operating activities:
 Net income                                     $   417,939   $   417,562
 Adjustments to reconcile net income to 
  net cash provided by (used in) operating
   activities:
    Depreciation and amortization                  128,585         40,892
    Allowance for doubtful accounts                 13,938         13,215
    Deferred income taxes                            3,042        (32,114)
    Changes in operating assets and liabilities:
      Accounts receivable                            7,850       (161,306)
      Inventories                                  335,536       (420,168)
      Other current assets                          36,978        (15,908)
      Accounts payable                             117,465       (296,128)
      Other current liabilities                    121,668        (48,296)
--------------------------------------------------------------------------

Net cash provided by (used in)
 operating activities                            1,183,001       (502,251)
--------------------------------------------------------------------------

Investing activities:
 Purchase of property and equipment                      -       (138,045)
 Change in investments and other assets              2,606        (46,350)
--------------------------------------------------------------------------

Net cash provided by (used in)
 investing activities                                2,606       (184,395)
--------------------------------------------------------------------------
</TABLE>
<TABLE>


HIA, Inc. and Subsidiaries 
Consolidated Statements of Cash Flows

Increase (Decrease) in Cash

Years Ended November 30,                     1998           1997

<S>                                        <C>              <C> 
Financing activities:
 Proceeds from note payable to bank           4,988,373      5,790,000
 Repayments on note payable to bank          (6,267,373)    (5,170,000)
 Repayments on capital lease obligation         (45,148)             -
 Acquisitions of treasury stock                 (26,424)      (103,958)
 Proceeds from sale of treasury stock            83,632         45,000
 Checks written against future deposits          95,907           (685)
----------------------------------------------------------------------

Net cash provided by (used in)
 financing activities                        (1,171,033)      560,357
--------------------------------------------------------------------

Increase (decrease) in cash                      14,574      (126,289)

Cash, beginning of year                          15,295       141,584
----------------------------------------------------------------------

Cash, end of year                         $      29,869    $   15,295
=====================================================================
<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 demand 
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 receivable are 
limited due to the large number of customers and generally short 
payment terms. 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 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 and Capital Lease Obligation

The notes payable to banks and capital lease obligation 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, 1998 and 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. 

Depreciation, 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 income.  At November 30, 
1998, property and equipment includes approximately $60,000 of data and 
information systems equipment under installation and not yet in 
service.  Depreciation expense was $128,585 and $40,892 for the years 
ended November 30, 1998 and 1997.

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") in 1998.  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

The Company implemented Statement of Financial Accounting Standards No. 
128, "Earnings Per Share" ("SFAS No. 128") in 1998.  SFAS No. 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.  All prior period earnings per share data has been 
restated to reflect the requirements of SFAS No. 128.  The adoption of 
SFAS No. 128 did not affect the income per share calculation at 
November 30, 1997. 

For the years ended November 30, 1998 and 1997, total stock options of 
600,000 and 1,200,000 were not included in the computation of diluted 
income per share because the exercise price of the options exceeded the 
average market price of the common stock during the period.

Statements of Cash Flows

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

Stock Option Plans

The Company applies Accounting Principles Board ("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.

Statement of Financial Accounting Standards No. 123, "Accounting for 
Stock-Based Compensation" ("SFAS No. 123"), 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.


Reclassifications

Certain items included in the 1997 financial statements have been 
reclassified to conform to the current year presentation.


Recent Accounting Pronouncements

In June 1997, Financial Accounting Standards Board ("FASB") issued 
Statement of Financial Accounting Standards No. 130 "Reporting 
Comprehensive Income" ("SFAS 130") and Statement of Financial 
Accounting Standards 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 Standards 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.  Results of operations 
and financial position, however, will be unaffected by the 
implementation of these standards.

In February 1998, the FASB issued SFAS No. 132, "Employers' Disclosures 
about Pensions and Other Postretirement Benefits" which standardizes 
the disclosure requirements for pensions and other postretirement 
benefits and requires additional information on changes in the benefit 
obligations and fair value of plan assets that will facilitate 
financial analysis.  SFAS No. 132 is effective for years beginning 
after December 15, 1997 and requires comparative information for 
earlier years to be restated, unless such information is not readily 
available.  Management believes the adoption of this statement will 
have no material impact on the Company's consolidated financial 
statements.

The FASB has recently issued Statement of Financial Accounting 
Standards No. 133, "Accounting for Derivative Instruments and Hedging 
Activities" ("SFAS No. 133").  SFAS No. 133 established standards for 
recognizing all derivative instruments including those for hedging 
activities as either assets or liabilities in the statement of 
financial position and measuring those instruments at fair value.  This 
Statement is effective for fiscal years beginning after June 30, 1999.  
Management believes the adoption of this statement will have no impact 
on the Company's consolidated financial statements.


The FASB recently issued Statement of Financial Accounting Standards 
No. 134 "Accounting for Mortgage-Backed Securities Retained after the 
Securitization of Mortgage Loans Held for Sale by a Mortgage Banking 
Enterprise" ("SFAS No. 134").  SFAS No. 134 established accounting and 
reporting standards for certain activities of mortgage banking 
enterprises and other enterprises that conduct operations that are 
substantially similar to the primary operations of a mortgage banking 
enterprise.

This statement is effective for the first fiscal quarter beginning 
after December 15, 1998.  Management believes the adoption of this 
statement will have no impact on the Company's consolidated financial 
statements.

HIA, Inc. and Subsidiaries 
Notes to Consolidated Financial Statements 

1. Notes Payable to Banks and Capital Lease Obligation 
Line-of-Credit Agreement

CPS and its subsidiary have a line-of-credit agreement with a bank 
which expires April 30, 2000.  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 prime rate (7.75% and 8.5% 
at November 30, 1998 and 1997).  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, 1998, the Company was in compliance 
with these covenants under the line of credit agreement.

As of November 30, 1998 and 1997, $219,613 and $1,498,613 were 
outstanding under this line-of-credit agreement.

Note Payable and Capital Lease Obligation

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 included interest at 
8.5% with interest only payable monthly and was collateralized by the 
computer and related equipment.  As of November 30, 1997, the note 
payable balance was $306,068.  The note payable was due September 30, 
1998 at which time the principal balance was refinanced and converted 
into a long-term capital lease obligation.  

The initial lease term under this capital lease obligation is five 
years.  As of November 30, 1998, the capital lease consisted of 
$396,422 of computer-related equipment net of accumulated amortization 
of $65,338.

The following is a schedule, by year, of future noncancellable minimum 
payments required under the capital lease, together with the present 
value of the related payments as of November 30, 1998.
<TABLE>
Years Ended November 30,

<S>                        <C>
1999                       $ 89,203
2000                         89,203
2001                         89,203
2002                         89,203
2003                         63,091
-----------------------------------
                            419,903
Less amount representing
  Interest                   68,629
------------------------------------
Present value of minimum
 lease payments            351,274

Less current portion        64,087
----------------------------------

Capital lease obligation,
 less current portion    $ 287,187
===================================
</TABLE>

2. Commitments and Contingencies

Operating Leases

CPS leases its main warehouse under a noncancellable operating lease 
requiring monthly payments 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 
noncancellable operating leases.  Total lease expense was approximately 
$538,000 and $487,000 for fiscal 1998 and 1997.  

As of November 30, 1998 future annual minimum lease payments under non-
cancelable operating leases are as follows:

Years Ended November 30,


1999              $    484,000
2000                   388,000
2001                   271,000
2002                   142,000
2003                   123,000
Thereafter             151,000
------------------------------
                   $ 1,559,000


Employment Agreements

The Company has entered into employment agreements that extend to 
November 30, 2004 with its officers.  The employment agreements set 
forth annual compensation to its officers of between $155,000 and 
$157,000 each.  Compensation is adjusted annually based on the cost of 
living index plus five percent per annum base increase.

Litigation

As part of its ordinary course of business, the Company is involved in 
certain litigious activities from time to time.  No litigation exists 
at November 30, 1998 or to the date of this report that management or 
its legal counsel believe will have a material impact on the financial 
position or operations of the Company.

Purchase Commitment

The Company has entered into an agreement to spend approximately 
$234,000 in fiscal 1999 related to its final computer and software 
upgrade.  The Company will finance this amount through a capital lease 
obligation.


3. Taxes on Income
The provision (benefit) for taxes on income for the years ended 
November 30, 1998 and 1997 consisted of the following:
<TABLE>
                              1998           1997

<S>                         <C>            <C>
Current:
 Federal                    $   233,145    $  209,412
 State                           10,053        10,077

Deferred:
 Federal                          2,795       (29,511)
 State                              247        (2,603)
------------------------------------------------------
                             $  246,240    $  187,375
</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,         1998          1997

<S>                            <C>          <C>
Income taxes computed at
 the federal statutory rate    $    225,821 $  192,672
State income taxes, net of
 federal benefit                     19,925      6,651
Other                                   494    (11,948)
-------------------------------------------------------

Taxes on income                $    246,240 $  187,375
=======================================================

Temporary differences between the consolidated financial statements 
carrying amounts and the tax basis of assets and liabilities that give 
rise to significant portions of the net deferred tax assets at November 
30, 1998 and 1997 relate to the following:

</TABLE>
<TABLE>
                       1998                            1997             
                Current        Long-term      Current         Long-term
-----------------------------------------------------------------------
<S>             <C>           <C>             <C>           <C>
Inventories     $  36,113     $                $  44,446    $
Accounts
 Receivable        37,000                         31,843
Property and
 Equipment                       3,122                       2,800
Other                            2,120                       2,308
-------------------------------------------------------------------
Net deferred
 tax asset      $  73,113     $  5,242         $ 76,289     $5,108
</TABLE>

At November 30, 1998 and 1997, $73,113 and $76,289 of the net deferred 
tax asset is classified as current and included in other current assets 
in the accompanying consolidated balance sheets.  At November 30, 1998 
and 1997, $5,242 and $5,108 of the net deferred tax asset is classified 
as long-term and included in other assets in the accompanying 
consolidated balance sheets.  The Company has recorded no valuation 
allowance to offset the net deferred tax assets 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 assets.

4.Stockholders' Equity

Treasury Stock and Common Stock Options

The Company acquired from non-insider stockholders 159,200 shares of 
its common stock at $.13 to $.20 per share during fiscal 1998 and 
529,288 shares of its common stock at approximately $.20 per share 
during fiscal 1997.  During fiscal 1998, the Company issued 450,000 
shares from treasury at $.18585 per share to its officers for cash 
proceeds of $83,632 as provided by the stock option plan described 
below.  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.


On November 30, 1996, the Board of Directors of the Company granted to 
officers of CPS options 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.  During fiscal year 1998, the officers of 
the Company purchased 450,000 shares under the terms of the option 
agreement dated November 30, 1995.  Under this agreement, the remaining 
150,000 shares expired on December 31, 1997.  No options were exercised 
during fiscal 1997 under the 1996 option plan.  As of November 30, 1998 
and 1997, the Company has 600,000 and 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 grant.  
At November 30, 1998 and 1997, there were 684,250 shares reserved for 
future grants.  Under these plans, there were no options granted or 
outstanding as of November 30, 1998 and 1997.


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,
 1996              1,200,000  $.18585-$.2282 $0.204       1997-1998
Granted                    -               -      -               -
Exercised                  -               -      -               -
Expired                    -               -      -               -
---------------------------------------------------------------------
Outstanding at
November 30,
 1997              1,200,000  $.18585-$.2282 $0.204       1997-1998
Granted
Exercised           (450,000) $.18585 $      .18585            1997
Expired             (150,000) $.18585 $      .18585            1997
--------------------------------------------------------------------
Outstanding at
November 30,
 1998                600,000 $  .2282 $       .2282   December 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.  The 
Company did not grant any stock options during fiscal 1998 and 1997.

The following information summarizes stock options outstanding at 
November 30, 1998:
<TABLE>
Outstanding                            Exercisable
----------------------------------------------------------------------
                          Weighted Average 
                        Remaining                              Weighted
 Exercise   Number     Contractual   Exercise     Number       Average
 Price     Outstanding Life in years Price    Exercisable      Exercise  
                                                               Price
----------------------------------------------------------------------
<C>        <C>         <C>           <C>       <C>            <C>
 $.22282   600,000     Less than 1   $.22282   600,000        $.22282    

</TABLE>

5. Employee Benefit Plans
   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's 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 $72,000 and $63,500 for the years ended November 30, 
1998 and 1997. 

401(k) Plan

The Company has adopted a Section 401(k) profit sharing plan which is 
available for employees who are at least 18 years of age and who have 
completed one year of service with the Company.  Participants in the 
plan may contribute up to 15% of their compensation, subject to certain 
limitations.  Under the plan, the Company may make discretionary 
contributions to be determined on a year-to-year basis.  Company 
matching contributions vest ratably over 6 years.  The Company did not 
make any contributions to the plan for the years ended November 30, 
1998 and 1997.

6. Economic Dependency

During 1998 and 1997, the Company purchased approximately 24% and 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.


7. Supplemental Disclosures of Cash Flow Information
<TABLE>
                                  1998          1997
<S>                             <C>           <C>

Cash paid during the year for:
  Interest                      $   135,668   $  154,876
  Income taxes                      226,671      255,206
</TABLE>
Excluded from the statement of cash flows for the years ended November 
30, 1998 and 1997 were the effects of certain noncash investing and 
financing activities as follows:
<TABLE>
                                      1998            1997

<S>                               <C>             <C>
Purchase of equipment with
 third party financing            $   90,354      $   306,068

Payment of note payable
 through refinancing and
 conversion to capital
 lease obligation                    306,068                -

Payment of officers' bonuses
 through issuance of
 treasury stock                             -          58,958
</TABLE>

8. Subsequent Events

On December 31, 1998, the officers of the Company exercised a total of 
300,000 shares of the November 30, 1996 options at an exercise price of 
$.22282 per share.  Concurrently, the remaining 300,000 of the November 
30, 1996 options expired (see Note 4).  The officers of the Company 
also purchased 185,287 shares of treasury at the Company's cost of 
$.16463 per share.

On January 1, 1999, the Board of Directors granted to the officers of 
the Company options to purchase 600,000 shares of treasury stock at 
$.18585 per share.  The exercise price of the options were valued at 
the market price of the common stock on the date of grant.  The options 
expire on December 31, 1999.


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    65	     Chairman of the Board      1994
                          and Director

Alan C. Bergold    50     President, Treasurer       1981
                          and Director

Donald Champlin    47	    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   65	   Chairman of the Board        1996
                         and Director               1994

Alan C. Bergold   50   President, Treasurer         1996
                       and Director                 1981

Donald L. Champlin 47	  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 65, 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, age 50, 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 
has been a director of the Company since 1981.  

Donald Champlin, age 47, 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, 1998, 
1997 and 1996 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           Long-term Compensation  

Name and         Year                          Other       Restricted
Principal        Ended                         Annual      Stock
Position         Nov. 30      Salary   Bonus   Compensation Award

<S>              <C>         <C>       <C>      <C>         <C>
Carl J. Bentley  1998        $143,620  $70,890   -           -
Chairman of the  1997         132,750   61,000   -           -
 Board           1996         122,541   91,316   -           -


Alan C.          1998        $141,120  $70,890   -           -
 Bergold         1997         130,250   61,000   -           -
 President       1996         120,042   91,316   -           -


Donald Champlin  1998        $141,120  $70,890  -            -
Executive        1997         127,750   61,000  -            -
Vice-President   1996         117,546   91,316  -            -
</TABLE>

<TABLE>
Name and          Options    LTIP        All Other
Principal         SARs       Payouts     Compensation
Position         

<S>              <C>         <C>         <C>      
Carl J. Bentley  -            -          -
Chairman of the  -            -          -
 Board           -            -          -


Alan C.          -            -          -
 Bergold         -            -          -
 President       -            -          -


Donald Champlin  -            -          -
Executive        -            -          -
Vice-President   -            -          -


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): $157,500 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 profit-sharing 
contribution; term of five years beginning December 1, 1998.  

Alan C. Bergold (1):  $155,000 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 profit-sharing 
contribution; term of five years beginning December 1, 1998.  

Donald Champlin (1):  $155,000 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 profit-sharing 
contribution; term of five years beginning December 1, 1998.  

(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.

</TABLE>
<TABLE>
(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 
<S>               <C>          <C>              <C>           <C>
Alan C. Bergold   -             -               -              -
Carl J. Bentley   -             -               -              -
Donald Champlin   -             -               -              -

</TABLE>
<TABLE>
(c)Aggregated Option/SAR Exercise and Fiscal Year-End Option/SAR Value 
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    150,000      $   27,878 	   200,000         $     -
Carl J.
 Bentley    150,000          27,878 	   200,000               -
Donald
 Champlin   150,000          27,878    	200,000               -
</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 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          1,716,153(1)               16.4%
4275 Forest Street
Denver, CO  80216

Alan C. Bergold          2,202,646(1)               21.1%
4275 Forest Street
Denver, CO  80216

Don Champlin             1,789,797(1)               17.1%
4275 Forest Street
Denver, CO  80216

(1)  Includes 200,000 shares which may be acquired pursuant to the 
exercise of stock options exercisable on or before December 31, 1999.

(b) Security Ownership of Management

The following table shows 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          1,716,153(1)              16.4%
4275 Forest Street
Denver, CO  80216

Alan C. Bergold          2,202,646 (1)             21.1%
4275 Forest Street
Denver, CO  80216

Don Champlin              1,789,797(1)             17.1%
4275 Forest Street
Denver, CO  80216

(1) Includes 200,000 shares which may be acquired pursuant to the 
exercise of stock options exercisable on or before December 31, 1999. 

 (2) Directors and Officers as a Group

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

Common Stock                                    54.6%
(par value $.01)

(c) Changes in Control

None.  

Item 12. Certain Relationships and Related Transactions

(a)  Transactions With Management and Others

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 
of treasury stock 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 
of treasury stock 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.

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.  

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, the remaining 150,000 shares of the 
November 30, 1995 options expired. 

On December 31, 1998, the officers and directors of the Company 
exercised a total of 300,000 shares of the November 30, 1996 option at 
$.22282 per share.  Concurrently, the remaining 300,000 shares of the 
November 30, 1996 options expired.

On January 1, 1999, the Board of Directors granted an option to the 
officers of the Company to purchase 600,000 shares of treasury stock at 
$.18585 per share.  The exercise price of the options were valued at the 
market price of the common stock on the date of grant.  The options 
expire on December 31, 1999.

(b) 

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).  

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 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:/s/ Alan C. Bergold
                              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


 /s/ Carl J. Bentley    Chairman of the Board        3/1/99
Carl J. Bentley         and Director


 /s/Alan C. Bergold     	 President,                  3/1/99
Alan C. Bergold          Treasurer and Director


  /s/ Donald Champlin	    Executive Vice              3/1/99
Donald Champlin          President, Secretary
	                          and Director