SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                          FORM 10-K/A

    [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended:            Commission File Number
    September 30, 2000                     0-20984

                HAHN AUTOMOTIVE WAREHOUSE, INC.
     (Exact name of Registrant as specified in its Charter)

       New York                            16-0467030
(State of Incorporation)    (I.R.S. Employer Identification No.)

415 West Main Street, Rochester, New York                   14608
(Address of Principal Executive Offices)               (Zip Code)

Registrant's telephone number, including area code:
(716) 235-1595.

Securities  registered pursuant to Section 12(b) of the  Act  and
the Exchange on which such securities are registered:

COMMON STOCK, PAR VALUE $0.01 PER SHARE  NASDAQ  SMALLCAP MARKET

Indicate  by check mark whether the registrant (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  12  months
(or  for such shorter period that the Registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.  Yes X or No    .

<PAGE 1>

Indicate  by  check  mark  if  disclosure  of  delinquent  filers
pursuant  to Item 405 of Regulation S-K 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-K/A or any  amendment  to
this Form 10-K/A.  [  ]

The  aggregate market value of the Registrant's Common Stock held
by  non-affiliates  of the Registrant as of  December  29,  2000,
(based  upon the closing price of $0.625 on that day, as reported
on the NASDAQ SMALLCAP MARKET) was approximately $1,069,214.  For
the  sole  purpose  of making this calculation,  the  term  "non-
affiliate"  has  been interpreted to exclude  the  directors  and
corporate officers.  Such interpretation is not intended  to  be,
and should not be construed as an admission by the Registrant  or
such  directors  or  corporate officers that  such  directors  or
corporate  officers are "affiliates" of the Registrant,  as  that
term is defined in the Securities Act of 1933.

The number of shares of Registrant's Common Stock, par value $.01
per share, outstanding as of December 29, 2000: 4,745,014.

           Documents Incorporated By Reference:  None

                            PART III

PURPOSE OF AMENDMENT

      Hahn Automotive Warehouse, Inc. (the "Company") is amending
Part  III  of its Annual Report on Form 10-K for the  year  ended
September  30,  2000,  as  filed  with  the  Securities  Exchange
Commission on December 19, 2000 (the "Annual Report"), to include
the  information  required by items of  Part  III.   Accordingly,
Items  10,  11,  12 and 13 of Part III of the Annual  Report  are
hereby amended in their entirety as follows:

Item 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

BOARD OF DIRECTORS

      Pursuant  to the Company's By-Laws, the Board of  Directors
has  fixed the size of the Board of Directors at seven directors.
The  Board of Directors consists of two classes.  All members  of
one class are elected at each annual shareholders meeting to hold
office for a full term of two years.

      The name, principal occupation, business experience and age
of  each  director and his term of office and period of  previous
service as a director of the Company are set forth below.

<PAGE 2>

Term Expires in 2003

     Daniel  J. Chessin has been Executive Vice President of  the
Company  since March, 1995, and Secretary and a Director  of  the
Company  since  May, 1992.  Prior to that time, he  held  various
offices  with  the  Company since beginning employment  with  the
Company in March, 1988.  From November, 1993, Mr. Chessin  served
as  Vice  President  and  as  Executive  Vice  President  of  the
Company's  wholly owned subsidiary, Autoworks, Inc., which  filed
for   protection   under  Chapter  11  of  the  Bankruptcy   Code
("Bankruptcy Proceedings") in July, 1997, and which had its  Plan
of  Reorganization approved by the Bankruptcy Court in  November,
1999.   Since  May, 1999, Mr. Chessin has been Secretary  of  the
Company's    internet    e-commerce    auto    parts    business,
iAutoparts.com (R).  Prior to joining the Company, Mr. Chessin  was
engaged  in the private practice of law. Mr. Chessin is a  member
of  the  Board of Governors of the Car Care Council  (a  national
association  for automobile maintenance awareness).  Mr.  Chessin
is 39 years of age.

      Stephen B. Ashley has been a Director of the Company  since
May, 1992.  Mr. Ashley is Chairman and Chief Executive Officer of
the  Ashley  Group (which includes related companies  focused  on
management, brokerage, financing and investment in commercial and
multi-family  real-estate).  Mr. Ashley served  as  Chairman  and
Chief  Executive Officer of both Sibley Mortgage Corporation  and
Sibley  Real Estate Services, Inc. from January, 1991  to  March,
1996,  at  which time he resigned as Chief Executive  Officer  of
Sibley  Mortgage  Corporation.   Prior  to  1991  he  served   as
President  and  Chief Executive Officer of both corporations  (or
their  predecessors-in-interest)  since  1975.   He  is  also   a
director  of The Genesee Corporation (which engages in  dry  food
processing),  the  Federal  National Mortgage  Association,  Inc.
(Fannie  Mae), and the Exeter Fund, Inc. and Manning  and  Napier
Insurance  Fund,  Inc. (both of which are  advisory  firms  to  a
family  of mutual funds).  In December, 2000 Mr. Ashley became  a
director of the High Falls Brewing Company and President  of  the
Genesee Corporation, which sold the High Falls Brewing Company to
a group of private investors.  Mr. Ashley is 60 years of age.

<PAGE 3>

     E.  Philip Saunders has been a director of the Company since
May,  1992.   Mr.  Saunders  is the  former  Chairman  and  Chief
Executive Officer of Sugar Creek Corp. and its subsidiaries, W.W.
Griffith  Oil  Co.  (a  petroleum distributor)  and  Sugar  Creek
Stores, Inc. (a convenience chain store operation) since 1977 and
1982,   respectively.   He  has  also  been  Chairman  and  Chief
Executive Officer of Travel Ports of America, Inc. (a truck  stop
chain  operation)  since November, 1987.  Mr. Saunders  has  been
Vice  Chairman of the Genesee Regional Bank (formerly the  Lyndon
Guaranty  Bank) since April, 1997.  He has also been a member  of
the  Board  of  Directors, since October, 1998, of American  Rock
Salt,  LLC  and  in November, 2000, he was named Chief  Executive
Officer  of  that entity.  Mr. Saunders previously  served  as  a
director  of  Truckstops of America, Inc. (a  regional  chain  of
truck stops) and of Ryder Systems, Inc. (which engages mainly  in
the   rental   of  vehicles)  after  that  corporation   acquired
Truckstops of America, Inc., and as a director of Richardson Food
Corporation  (a distributor of dessert toppings and  condiments).
Mr. Saunders is 63 years of age.

Term Expires in 2002

     Eli N. Futerman has been President of the Company since May,
1992.   In January, 1999 he assumed the additional responsibility
of  Chief Executive Officer.  Prior to that time, he held various
offices with the Company, including Vice President and Secretary,
since beginning employment with the Company in June, 1980.   From
November, 1993, Mr. Futerman served as President and as the Chief
Executive  Officer  respectively of the  Company's  wholly  owned
subsidiary  Autoworks,  Inc.  which filed  for  protection  under
Chapter  11 of the Bankruptcy Code ("Bankruptcy Proceedings")  in
July,  1997 and which had its Plan of Reorganization approved  by
the  Bankruptcy Court in November, 1999.  Since its inception  in
May,  1999, Mr. Futerman has been the President of the  Company's
internet  e-commerce  auto parts business, iAutoparts.com (R).   Mr.
Futerman  has  been  a director of the Company  since  September,
1979.   Mr.  Futerman is a member of the Board of  Directors  and
Treasurer of Aftermarket Auto Parts Alliance, Inc. formerly  Auto
Value  Associates,  Inc., the programmed  distribution  group  of
which the Company is a member.  Mr. Futerman is 42 years of age.

      William  A.  Buckingham has been a Director of the  Company
since November, 1997 and is currently a consultant in the private
sector.   From  1990  to 1997 he held several  positions  in  the
banking industry which included Executive Vice President of First
Empire  State  Corporation and M&T Bank where he was  responsible
for  that Company's Retail Banking Division.  From 1973 to  1990,
Mr.  Buckingham  held  several positions with  the  Manufacturers
Hanover Trust Company where he was Executive Vice President  with
responsibility  for  branch operations  and  consumer  and  small
business  lending, and President and Chief Executive  Officer  of
Manufacturers Hanover, N.A.  Mr. Buckingham currently  serves  as
Chairman  of the Board of Trustees at the Rochester Institute  of
Technology  and  as  a  Director of its for-profit  RIT  Research
Corporation  subsidiary.   Mr. Buckingham  also  serves  as  Vice
Chairman of the Directors Advisory Council of M&T Bank and  as  a
Director and member of the Management Continuity Committee of The
Genesee Corporation (which engages in dry food processing).   Mr.
Buckingham is 58 years of age.

<PAGE 4>

      Nathan  Lewinger  is a private investor  whose  investments
include  real  estate and high tech companies.  From  1976  until
1988 Mr. Lewinger served as President of Pennant Products Inc. (a
manufacturer  of bakery ingredients) until Pennant  Products  was
sold  in  1988 to Unilever Corporation.  From 1988  to  1990  Mr.
Lewinger  served as President of the Bakery Division of  Van  Den
Burgh Foods (a division of Unilever) and from 1990 to 1993 he was
a consultant to Unilever Corporation.  He currently serves on the
Board  of  EKMS,  an  intellectual property  consulting  firm  in
Cambridge, Massachusetts.  Mr. Lewinger is 56 years of age.

     Gordon E. Forth has served as a director of the Company from
May, 1992, to June, 1997.  Mr. Forth rejoined the Company's Board
of  Directors  in  March 2000.  Mr. Forth is a partner  of  Woods
Oviatt Gilman LLP, a Rochester, New York based law firm, where he
has practiced law since 1987.  Mr. Forth also serves as corporate
secretary  for Zapata Corporation, a holding company and  Zap.Com
Corporation,  an  internet advertising and e-commerce  networking
company.   Woods, Oviatt provides legal services to the  Company.
Mr. Forth is 39 years of age.


EXECUTIVE OFFICERS

     The name, age, current position and principal occupation and
employment  during the past five years of the executive  officers
of the Company who are not directors are set forth below:

     The following table sets forth certain information about the
Company's executive officers:

Name                  Age              Position

Eli N. Futerman       42      Chief Executive Officer and
                              President
Daniel J. Chessin     39      Executive Vice President and
                              Secretary
Daniel R. McDonald    50      Vice President - General Counsel
Albert J. Van Erp     63      Vice President - Controller
Timothy Vergo         51      Vice President - Wholesale
                              Operations

      Peter  J.  Adamski,  Vice President  -  Finance  and  Chief
Financial  Officer since August, 1998, resigned from the  Company
in July, 2000.

<PAGE 5>

      David  M.  Appelbaum, Vice President - Direct Distribution,
resigned from the Company in May, 2000

      Albert  J. Van Erp has been Vice President - Controller  of
the  Company  since August, 1998.  From May, 1992  until  August,
1998  he served as Vice President - Finance.  From December, 1985
to  May,  1992, he served as Controller of the Company.  Mr.  Van
Erp   has   over  35  years  experience  in  corporate   internal
accounting.  Mr. Van Erp is 63 years of age.

     Timothy Vergo has been Vice President - Wholesale Operations
of  the Company since May, 1992. From August, 1981 to May,  1992,
he served as Director of Operations of the Company.  Mr. Vergo is
51 years of age.

      Daniel  R. McDonald joined the Company as Vice President  -
General Counsel in July, 1997.  Prior to joining the Company, Mr.
McDonald  was Associate General Counsel of First Federal  Savings
and  Loan  Association of Rochester, which was  headquartered  in
Rochester,  New  York.  Before joining First  Federal  in  April,
1993,  Mr.  McDonald was engaged in private  law  practice.   Mr.
McDonald  has  also served as Vice President and  Deputy  General
Counsel  of  Goldome  FSB and was previously  a  partner  in  the
Buffalo  law firm of Jaeckle, Fleischmann & Mugel.  Mr.  McDonald
is 50 years of age.

      See Board of Directors above for information concerning the
Company's other executive officers.

     Family Relationships

      Eli N. Futerman is the brother-in-law of Daniel J. Chessin.
There  are no other family relationships between any of the other
directors or executive officers of the Company.

COMPLIANCE WITH SECTION 16(a) OF SECURITIES EXCHANGE ACT OF 1934

      Section  16(a) of the Securities Exchange Act of  1934,  as
amended,  requires directors, officers and beneficial  owners  of
more  than  10%  of the Company's Common Stock to file  with  the
Securities and Exchange Commission (the "Commission") and  NASDAQ
reports of transactions in its Common Stock.  Directors, Officers
and  greater than 10% stockholders are required by the Commission
to  furnish  the Company with copies of all Section  16(a)  forms
they  file.   Based solely upon a review of the  copies  of  such
forms   actually   furnished   to   the   Company   and   written
representations of the Company's directors and executive officers
that  no  further forms were required, the Company believes  that
during  Fiscal 2000, Section 16(a) filing requirements applicable
to  its  executive  officers,  directors  and  greater  than  10%
beneficial owners were complied with by all such persons.

<PAGE 6>

Item 11.    EXECUTIVE COMPENSATION

       The  summary  compensation  table  below  sets  forth  the
compensation  paid  or  accrued  for  services  rendered  in  all
capacities to the Company during the last three fiscal  years  to
the  Company's Chief Executive Officer, and each of the Company's
four  other most highly compensated executive officers  who  were
serving as executive officers at the end of Fiscal 2000 and whose
total  annual  salary and bonus exceeded $100,000, including  one
executive officer who was not serving as an executive officer  at
the  end  of  Fiscal  2000 (collectively,  the  "Named  Executive
Officers").

<TABLE>
<CAPTION>

Summary Compensation Table
                                    Annual Compensation

Name and Principal Position   Fiscal    Salary ($)(1)  Bonus ($)
                               Year
<S>                         <C>         <C>            <C>
Eli N. Futerman                2000           318,663    ____
President and                  1999           318,663    ____
Chief Executive Officer        1998           315,189    ____

Daniel J. Chessin              2000           176,642    ____
Executive Vice President       1999           176,642    ____
                               1998           171,490    ____

Peter J. Adamski(5)            2000           143,884   10,000
Vice President-Finance and     1999           147,109    ____
Chief Financial Officer        1998            10,338    ____

Timothy Vergo                  2000           142,189    ____
Vice President -               1999           142,189    ____
Wholesale Operations           1998           139,131    ____

Albert J. Van Erp              2000           116,755    ____
Vice President - Controller    1999           116,755    ____
                               1998           114,367    ____

<PAGE 7>

</TABLE>

<TABLE>
<CAPTION>



 Summary Compensation Table
                                    Long-Term Compensation

                                   Securities
                                   Underlying       All Other
                                  Options/SARs    Compensations
 Name and Principal Position           (#)          ($)(2)(3)
<S>                              <C>               <C>
Eli N. Futerman                       ____              32,699  (4)
President and                         ____              32,799  (4)
Chief Executive Officer               ____              32,745  (4)

Daniel J. Chessin                     ____               2,990
Executive Vice President              ____               2,990
                                      ____               3,006

Peter J. Adamski(5)                   ____                ____
Vice President-Finance and            ____                ____
Chief Financial Officer               ____                ____

Timothy Vergo                         ____               2,343
Vice President -                      ____               2,353
Wholesale Operations                 10,000              2,336

Albert J. Van Erp                     ____               2,836
Vice President - Controller           ____               2,836
                                      ____               2,761


(1)  Includes  portion  of salary deferred  under  the  Company's
401(k) Profit Sharing and Savings Plan.

(2)  Includes  the  aggregate value  of  the  Company's  matching
contribution  during Fiscal 2000 to the Company's  401(k)  Profit
Sharing  and  Savings  Plan.  During the 2000  Fiscal  Year,  the
Company  made matching contributions in the following amounts  to
the  accounts  of  the  following  executive  officers:   Eli  N.
Futerman,  $1,400;  Daniel  J. Chessin,  $1,511;  Timothy  Vergo,
$1,260; Albert J. Van Erp, $1,575.

<PAGE 8>

(3)  Includes premiums paid by the Company during Fiscal 2000  on
insurance  policies on the lives of the executive officers  named
in  the table.  The Company is the owner and beneficiary of  such
insurance policies that were purchased in connection with the non-
qualified selective incentive plan provided by the Company  which
provides for certain retirement or death benefits to the officers
or  their  designated  beneficiaries.  During  Fiscal  2000,  the
Company  made premium payments in the following amounts for  such
insurance  policies  on  the  lives of  the  following  executive
officers:   Eli  N. Futerman, $2,206; Daniel J. Chessin,  $1,520;
Timothy Vergo, $1,083, and Albert J. Van Erp, $1,261.

(4)  Includes  $29,093  of premiums paid by  the  Company  during
Fiscal 2000 on four insurance policies owned by, and on the  life
of,   Mr.   Futerman,  which  have  a  total  death  benefit   of
approximately  $2,525,000 and under which Mr.  Futerman  has  the
discretion to designate the beneficiary or beneficiaries.

(5)  Peter J. Adamski, Vice President-Finance and Chief Financial
Officer  since August, 1998, resigned from the Company  in  July,
2000.


</TABLE>

OPTIONS GRANTS IN FISCAL 2000

      The  Company  did not make any stock option  grants  during
Fiscal  2000  to  the  Company's President  and  Chief  Executive
Officer  or  the Company's other Named Executive Officers  during
such fiscal year.

OPTION EXERCISES IN FISCAL 2000

      The  following table sets forth stock options exercised  by
the Company's President and Chief Executive Officer and the other
Named  Executive Officers during Fiscal 2000 and the  number  and
value of all unexercised options at September 30, 2000.


<TABLE>
<CAPTION>

  Aggregated Option/SAR Exercises in the Last Fiscal Year and
               Fiscal Year-End Option/SAR Values



                              Shares Acquired        Value
Name                          on Exercise (#)    Realized ($)
<S>                          <C>                <C>
Eli N. Futerman
President and Chief
Executive Officer                   ____             ____

Daniel J. Chessin
Executive Vice President            ____             ____

Peter J. Adamski(2)
Vice President-Finance and
Chief Financial Officer             ____             ____

Timothy Vergo
Vice President
Wholesale Operations                ____             ____

Albert J. Van Erp
Vice President - Controller         ____             ____

<PAGE 9>

</TABLE>

<TABLE>
<CAPTION>


  Aggregated Option/SAR Exercises in the Last Fiscal Year and
               Fiscal Year-End Option/SAR Values

                                       Number of
                                Securities Underlying
                              Unexercised Options/SARs
                                 at Fiscal Year End
                                         2000
Name                           Exercisable      Unexercisable
<S>                          <C>             <C>
Eli N. Futerman
President and Chief
Executive Officer                     46,683        ____

Daniel J. Chessin
Executive Vice President              61,152        ____

Peter J. Adamski(2)
Vice President-Finance and
Chief Financial Officer                 ____        ____

Timothy Vergo
Vice President
Wholesale Operations                  51,117        ____

Albert J. Van Erp
Vice      President      -            43,517        ____
Controller

</TABLE>

<PAGE 10>

<TABLE>
<CAPTION>

  Aggregated Option/SAR Exercises in the Last Fiscal Year and
               Fiscal Year-End Option/SAR Values

                                     Value of Unexercised
                                  In-The-Money Options/SARs
                                    Fiscal Year End  2000
Name                             Exercisable    Unexercisable(1)
<S>                           <C>                <C>
Eli N. Futerman
President and Chief
Executive Officer                    ____             ____

Daniel J. Chessin
Executive Vice President             ____             ____

Peter J. Adamski(2)
Vice President-Finance and
Chief Financial Officer              ____             ____

Timothy Vergo
Vice President
Wholesale Operations                 ____             ____

Albert J. Van Erp
Vice President - Controller          ____             ____

(1)  An "in-the-money" stock option is an option for which the market
price on September 30, 2000 of the Company's Common Stock underlying the
option exceeds the option exercise price. As of September 30, 2000,
the market price of the Company's Common Stock was $0.813. The exercise
price of the options disclosed in the above table exceeded the market price
of the Company's Common Stock on that date.

(2)   Peter   J. Adamski Vice President Fianace  and Chief Financial
Officer since August, 1998, resigned from the Company in July, 2000.

</TABLE>

<PAGE 11>

COMPENSATION OF DIRECTORS

      The  Company's non-employee directors are paid  $1,000  for
each  Board meeting and $500 for each committee meeting  attended
and  reimbursed for ordinary and necessary expenses  incurred  in
connection  with such meetings.  On March 15, 2000 the  Board  of
Directors  approved a grant to each of the non-employee directors
of an option to purchase up to 5,000 shares of Common Stock.  The
grant is subject to shareholder approval.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     During Fiscal 2000, the Compensation Committee was comprised
of  Messrs. Eli N. Futerman, William A. Buckingham and E.  Philip
Saunders.   Eli N. Futerman is the Company's President and  Chief
Executive  Officer.  Mr. Robert I. Israel, a former director  who
did  not  stand for re-election, served on the Board of Directors
and  was  a  compensation committee member from October  1,  1999
through  March  15,  2000.   He is  a  Managing  Director  of  an
Investment  Banking  firm  which  has,  in  the  past,   provided
investment banking services to the Company.

Item  12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS  AND
MANAGEMENT

      The  following  table sets forth the number  of  shares  of
Common Stock beneficially owned at December 31, 2000 by (i)  each
director,  (ii)  each  Named  Executive  Officer,  (iii)  by  all
directors and Named Executive Officers of the Company as a  group
and  (iv)  each  person or other entity known by the  Company  to
beneficially own more than 5% of the outstanding common stock.

Director, Nominee     Amount and Nature of         Percent of
or Group              Beneficial Ownership (1)     Class (6)

Eli N. Futerman,        2,917,317  (2)                  60.9
President, Chief
Executive Officer
and Director

Daniel J. Chessin,        146,794  (3)                   3.1
Executive Vice
President, Secretary
and Director

Stephen B. Ashley,          9,348  (4)                     *
Director

William A. Buckingham,      5,000  (4)                     *
Director

Gordon E. Forth,                0                          *
Director

Nathan Lewinger,                0                          *
Director

E. Philip Saunders,         7,747  (4)                     *
Director

Albert J. Van Erp,         43,517  (4)                     *
Vice President -
Controller

Timothy Vergo,             51,117  (4)                   1.1
Vice President -
Wholesale Operations

All Directors and Named
Executive Officers of
the Company as a Group
(9 persons)              3,197,833  (5)                 64.4

<PAGE 12>

*  Indicates the number of shares constitutes less than 1% of the
outstanding Common Stock.

(1) Unless otherwise indicated, the persons included in the table
have  sole voting and sole investment power with respect  to  the
shares  owned by him.  Shares of common stock subject to  options
that  are  either currently exercisable or exercisable  with  the
Company  within  60 days of December 31, 2000 are  deemed  to  be
outstanding and to be beneficially owned by the option holder for
purposes  of computing the percentage of ownership of the  option
holder.   These  shares, however, are not treated as  outstanding
for  purposes of computing the percentage ownership of any  other
person.

(2)  Includes  16,482  shares owned by Mr.  Futerman's  immediate
family  and 46,683 shares which may be purchased by Mr.  Futerman
pursuant  to  stock  options that are  currently  exercisable  or
become  exercisable within 60 days from December 31, 2000.   Also
includes 2,362,060 shares over which Mr. Futerman has voting  and
investment  control as the executor of Michael Futerman's  Estate
and  trustee of the Michael Futerman Living Trust and voting  and
investment  control  over 179,960 shares  in  the  name  of  Sara
Futerman.   Under Michael Futerman's will and Living  Trust,  his
shares  have been distributed to a marital trust under the Living
Trust, for the benefit of Michael Futerman's wife, Sara Futerman.
Eli  N.  Futerman  will  continue to have voting  and  investment
control  over these shares as trustee of the marital trust.   Mr.
Futerman  disclaims beneficial ownership of shares  not  held  of
record by him, individually, as executor or as trustee.

<PAGE 13>

(3)  Includes  77,899 shares owned of record by  members  of  Mr.
Chessin's  immediate  family  and  61,152  shares  which  may  be
purchased  by  Mr.  Chessin pursuant to stock  options  that  are
currently  exercisable or become exercisable within  60  days  of
December  31,  2000.  Mr. Chessin disclaims beneficial  ownership
over all shares owned by his immediate family members.

(4)  Includes  shares  issuable upon exercise  of  stock  options
presently exercisable or which become exercisable within 60  days
from  December  31,  2000 as follows: Stephen  B.  Ashley,  7,747
shares;  William A. Buckingham, 3,000 shares; E. Philip Saunders,
7,747  shares;  Timothy Vergo, 51,117 shares; and Albert  J.  Van
Erp, 43,517 shares.

(5)  Includes  223,463  shares issuable upon  exercise  of  stock
options presently exercisable or which become exercisable  within
60 days of December 31, 2000.

(6)  The percentages in this column have been calculated  on  the
basis  of the 4,745,014 shares outstanding on December 29,  2000,
plus  the  number  of  shares of Common Stock deemed  outstanding
pursuant to Securities and Exchange Commission Rule 13d-3(d)(1).

Item 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      As  of  September 30, 2000, the Company leased from Michael
Futerman's estate, Eli N. Futerman, Daniel J. Chessin and Ira  D.
Jevotovsky,  a  former director, and their wives or partnerships,
corporations or trusts in which such persons have interest, 14 of
its  21 distribution center sites and 33 of its 77 Advantage Auto
Stores  sites.   (Michael Futerman, deceased, was  the  Company's
Chairman  of  the  Board  of Directors  and  a  greater  than  5%
beneficial  owner  of  Common  Stock;  Eli  N.  Futerman  is  the
Company's President and Chief Executive Officer, a director and a
greater  than  5%  beneficial owner of Common  Stock;  Daniel  J.
Chessin is the Company's Executive Vice President, Secretary  and
a  Director.)   The  approximate total gross distribution  center
space under such leases was 355,360 square feet.  The approximate
aggregate store space under such leases was 181,008 square  feet.
All  such  leases  provide for security  deposits  equal  to  one
month's  rent, annual base rental increases equal to  the  annual
increase  in a specified Consumer Price Index ("CPI") applied  to
the  preceding  year's  base rent, and for  the  Company  to  pay
insurance,  real  property taxes, utilities and  to  perform  all
maintenance  and  repairs.   In Fiscal  2000,  the  Company  paid
approximately  $1,835,000  as base rental  for  all  distribution
centers and store properties under such related party leases.  As
of  September 30, 2000, the total base rentals payable under  all
such  distribution  center and store leases through  the  end  of
their respective terms was approximately $7.1 million, subject to
CPI-based  increases described above.  Some of the aforementioned
leases  have  been capitalized.  These rental figures  are  total
rents   for  all  such  leases,  including  amounts  representing
interest under those leases which have been capitalized.

<PAGE 14>

      The  Company leases two direct distribution locations  from
the Company's former Vice President of Direct Distribution, David
M. Appelbaum and a third location from a partnership comprised of
David  M.  Appelbaum and an additional unaffiliated  party.   The
total  gross  space  under  such leases is  approximately  54,400
square  feet.   The leases require the Company to pay  insurance,
real property taxes, utilities and to perform all maintenance and
repairs.   As  of  September 30, 2000,  the  total  base  rentals
payable  under  these leases through the end of their  respective
terms  was  approximately $1.3 million or approximately  $335,000
annually.

      The  Company  is liable under guarantees in  favor  of  the
holder  of first priority mortgages covering the property  leased
from  Mr. Appelbaum pursuant to which approximately $1.5  million
in  the aggregate was outstanding as of September 30, 2000.   Mr.
Appelbaum  agreed  to  indemnify, defend and  hold  harmless  the
Company  from any losses which arise from or are related to  such
guarantees.

      By  an Agreement dated August 14, 1995, the Company entered
into  a split-dollar arrangement with a Trust established by  Eli
N.  Futerman of which Manufacturers and Traders Trust Company  is
the  Trustee.   Pursuant to the Agreement,  the  Company  pays  a
portion of the annual premium on an insurance policy held in  the
Trust.  The policy is a single life policy payable upon the death
of  Mr.  Futerman.  The face value of the policy is  $1  million.
Pursuant  to  the  terms of the Trust, Mr. Futerman's  wife  will
receive  the  proceeds of the policy (less reimbursement  to  the
Company for premiums) if she survives her husband.  The amount of
all  premiums  paid by the Company constitutes indebtedness  from
the Trust to the Company.  Upon termination of the Agreement, the
Company is entitled to receive from the Trust the amount equal to
the  premiums it has paid.  The Company paid $14,008 of  premiums
during  the 2000 fiscal year in connection with this arrangement.
Mr. Futerman acquired this policy during Fiscal 1994.

<PAGE 15>

     By an Agreement dated January 18, 1996, and later amended on
June 1, 2000, the Company entered into a split-dollar arrangement
with  a  Trust  established by Daniel J. Chessin of  which  Fleet
Trust  Company  is the Trustee.  Pursuant to the  Agreement,  the
Company  pays  a  portion of the annual premium on  an  insurance
policy  held  in the Trust.  The policy is a single  life  policy
payable  upon  the death of Mr. Chessin.  The face value  of  the
policy  is  $3 million.  Pursuant to the terms of the Trust,  Mr.
Chessin's  wife  will receive the proceeds of  the  policy  (less
reimbursement  to the Company for premiums) if she  survives  her
husband.   The  amount  of  all  premiums  paid  by  the  Company
constitutes  indebtedness from the Trust to  the  Company.   Upon
termination of the Agreement, the Company is entitled to  receive
from the Trust the amount equal to the premiums it has paid.  The
Company  paid $11,851 of premiums during the 2000 fiscal year  in
connection with this agreement.  Mr. Chessin acquired this policy
during Fiscal 1994.

     In February, 1996, Michael Futerman, since deceased, and Eli
N.  Futerman  advanced $2.5 million to the Company.  The  Company
repaid $350,000 of this debt and exchanged five-year subordinated
demand  notes  representing the $2,150,000 principal  balance  of
this  debt.   The Futermans' subordinated notes bear interest  at
the  rate  of  12% per annum.  Interest is payable monthly.   The
notes  are redeemable at the option of the Company, in  whole  or
part, at any time, subject to a subordination agreement with  the
Company's lender, Fleet Capital Corporation.  During Fiscal 2000,
the Estate of Michael Futerman, (the former Chairman of the Board
and  majority  stockholder of the Company), and Eli N.  Futerman,
(President and Chief Executive Officer of the Company),  deferred
principal   payments  due  them  from  the  Company   under   the
subordinated notes until 2003.  As a result, in Fiscal 2000,  the
Company  made  interest payments only on the subordinated  notes.
In  the  event  that the Company's net income  is  $4,141,000  or
greater  in  any  fiscal  year, then  the  Company  must  make  a
principal  prepayment on the notes equal to 19.186%  of  its  net
income  in excess of such amount, provided the Company is not  in
default under the credit facility with Fleet Capital Corporation.
The  notes  are unsecured and subordinate to all of the Company's
indebtedness to Fleet Capital Corporation.

<PAGE 16>

      On or about December 3, 1998, FCA Associates, a partnership
consisting  of, at that time, Eli N. Futerman, Daniel J.  Chessin
and  David  M.  Appelbaum,  entered  into  a  purchase  and  sale
agreement  with  a  third party for the  purchase  of  three  (3)
properties located in Rochester, New York and the Towns of Gates,
New  York and Farmington, New York.  The Company is a tenant with
direct  distribution facilities at the latter two locations.  The
closing of the transaction took place on January 15, 1999 and the
Company  leases  were  assigned  from  the  third  party  to  FCA
Associates.   The total gross space of the latter two  leases  is
approximately 9,500 square feet.  The leases require the  Company
to  pay  for liability insurance, real property taxes,  utilities
and to perform all interior maintenance and repairs.  The Company
closed  its  Merchants  Road  direct  distribution  facility   in
Rochester,  New York on or about October 1, 1999  and  ended  its
occupancy and terminated the lease on or about December 31, 1999.
As  of  September 30, 2000, the total base rentals payable  under
the  leases  for Gates, New York and Farmington, New York,  until
the end of their terms on October 31, 2001, will be approximately
$104,000, or $96,000 annually.

      Gordon E. Forth, a director of the Company, is a partner in
Woods  Oviatt Gilman LLP, which serves as the Company's principal
outside counsel.

                           SIGNATURES

Pursuant  to  the requirements of Section 13 or 15(d) of  the  Securities
Exchange Act of 1934, the Company has duly caused this Form 10-K/A to  be
signed on its behalf by the undersigned, thereunto duly authorized.

                           HAHN AUTOMOTIVE WAREHOUSE, INC.


Date: January 29, 2001     By: *S// Eli N. Futerman
                      Eli N. Futerman,
                      President and Chief Executive Officer
                      (Principal Executive Officer)

Pursuant  to the requirements of the Securities Exchange  Act  of
1934,  this Form 10-K/A has been signed by the following  persons
on behalf of the registrant and in the capacities and on the date
indicated.


Date: January 29, 2001     *S// Eli N. Futerman
                      Eli N. Futerman, Director


Date: January 29, 2001     *S// Albert J. Van Erp
                      Albert J. Van Erp
                      Vice President - Controller
                      (Principal Financial Officer)


Date: January 29, 2001     *S// Daniel J. Chessin
                      Daniel J. Chessin, Director

<PAGE 17>

Date: January 29, 2001     *S// Stephen B. Ashley
                      Stephen B. Ashley, Director


Date: January 29, 2001     *S// William A. Buckingham
                      William A. Buckingham, Director


Date: January 29, 2001     *S// Gordon E. Forth
                      Gordon E. Forth, Director

Date: January 29, 2001     *S// Nathan Lewinger
                      Nathan Lewinger, Director


Date: January 29, 2001     *S// E. Philip Saunders
                      E. Philip Saunders, Director


* By: S// Eli N. Futerman
       Eli N. Futerman, Attorney-in-Fact