SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                         FORM 10-K

    [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 or any
amendment to  this Form 10-K.  [X]

The  aggregate market value of the Registrant's Common Stock
held by non-affiliates of the Registrant as of December 7, 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 15, 2000: 4,745,014.

               Documents Incorporated By Reference

Portions  of  the Registrant's definitive Proxy Statement  for
its 2001  Annual Meeting of Shareholders, which will be filed
with  the Securities and Exchange Commission pursuant to
Regulation 14A,  not later  than 120 days after September 30,
2000, are incorporated  by reference in Part III (Items 10, 11,
12, and 13) of this Form 10-K.

                             PART I
Item 1.   BUSINESS

(a)  General Development of Business

This  Annual Report on Form 10-K ("Form 10-K") contains  forward
looking statements.  Forward-looking statements, which were based
upon  certain  assumptions and describe future plans,  strategies
and expectations of the Company are generally identifiable by use
of  the  word  "believes",  "expects", "intends",  "anticipates",
"plans to", "estimates", "projects" or similar expressions.  Hahn
Automotive Warehouse, Inc. desires to take advantage of the "safe
harbor"  which  is  afforded such statements  under  the  Private
Securities   Litigation  Reform  Act  of  1995  when   they   are
accompanied   by  meaningful  cautionary  statements  identifying
important  factors  that  could cause actual  results  to  differ
materially  from  those in the forward-looking statements.   Such
cautionary  statements are set forth under the heading "Important
Information Regarding Forward-Looking Statements" located in Item
7  "Management's  Discussion and Analysis of Financial  Condition
and Results of Operations" of this Form 10-K.  All references  to
a  "Fiscal"  year  refer to the twelve (12)  month  period  ended
September 30 of such year.

<PAGE 2>

Hahn Automotive Warehouse, Inc. was incorporated in the State  of
New York in 1958.  Its principal executive offices are located in
Rochester, New York.  Unless the context indicates otherwise, the
term "Company" refers to Hahn Automotive Warehouse, Inc. and  its
consolidated subsidiaries.

The  Company  is  engaged  in the sale of automotive  aftermarket
products to commercial service establishments on a regional basis
and  to  consumers  via the internet.  The Company's  traditional
business  is  conducted  through  ten  full-service  distribution
centers,  four  specialty  distribution  centers,  seven   direct
distribution  centers and 77 jobbing stores that operate  in  the
same  areas  as  the Company's full-service distribution  centers
generally  under the name Advantage Auto Stores,  except  in  the
Dayton,  Ohio  area, where the Company's jobbing  stores  operate
under the name Genuine Auto Parts.  The Company's operations  are
located along the Eastern Seaboard and in the Midwest.

The Company, through its wholly-owned subsidiary iAutoparts,
Inc. ("iAutoparts"),  operates iAutoparts.com,  an  online
automotive parts store.  iAutoparts extended the Company's reach
directly to the consumer, entering new geographical and customer
markets, and further  expanded its distribution mix.  To date,
iAutoparts  has had a nominal financial impact on the Company.

The  Company's wholly owned subsidiary, H.F.V. Inc. owns debt
and a 37.5%  equity  investment in Autoworks, Ltd. a
distributor  of automotive aftermarket products, based in Tel Aviv,
Israel.

(b)  Narrative Description of Business

The  Company's operations are contained in two industry
segments: wholesale   sale  of  automotive  aftermarket
products   through traditional  and  direct  distribution
methods.   Below   is   a description of each segment.

Industry Overview

The  market is composed of two basic segments:  Passenger car
and light  truck products and heavy duty truck products. The
Company operates  in  the  passenger  car and  light  truck
market,  and currently  has  a minor presence in the heavy duty
truck  market. The  market  for passenger car and light truck
products  has  two basic  sales channels:  (i) wholesale or
installed parts service, serving  professional  installers,
vehicle dealers,  retail  auto parts stores and other
distributors, and (ii) retail, serving doit-yourself ("DIY")
retail customers.

<PAGE 3>

The  wholesale  segment is the Company's primary area  of
focus. Traditionally,  the wholesale segment has distributed
automotive parts  using  a three-step or full-service
distribution  process. With full-service distribution, parts
manufacturers deliver parts to  warehouse distributors, who then
deliver to local jobbers who sell  individual  parts  to end
users  for  installation.   Fullservice  distribution  allows
jobbers  to  provide  rapid  parts availability  to  local  area
professional installers,  including service stations, garages
and major accounts.  The Company's fullservice distribution
centers and jobbing stores operate  in  this market.

The  two-step  or  direct  distribution process  has  evolved
in response  to increasing capital needs and shrinking margins,
and to  date,  has been more successful in metropolitan  areas
where there  are  higher  concentrations  of  professional
installers. Direct  distributors eliminate a level of
distribution  from  the traditional  full-service distribution
process.   Thus,  a  large jobber may purchase directly from
manufacturers and sell directly to  professional  installers,
thereby eliminating  the  warehouse distributor level, or a
warehouse distributor may skip the jobber level  and  sell
parts  directly to installers.   The  Company's direct
distribution division targets this market.

Distribution Business

The Company purchases nearly 150,000 automotive aftermarket
stock keeping  units  ("SKUs"), consisting predominately of
nationally branded  automotive  hard parts, as well  as
maintenance  items, accessories  and private label products,
from 240  manufacturers, and  distributes these products through
its distribution  network to approximately 1,050 independent
jobbing stores and 77 Companyowned  jobbing  stores,  which
operate  principally  under   the Advantage  Auto  Stores  name.
These jobbers  supply automotive parts to commercial establishments
performing automotive services and,  to  a  much lesser extent, the DIY
market.   The  Company's distribution  network  consists of ten
full-service  distribution centers,  four  specialty
distribution  centers,  seven   direct distribution centers and
77 Advantage Auto jobbing stores located along  the  Eastern
Seaboard and in the  Midwest.   The  Company generally  does
not sell tires or perform automobile  repairs  or installations
through either its distribution centers or  jobbing operations.

Distribution Strategy

The Company's distribution strategy is based on five  key
elements:

Rapid  Delivery  From  Extensive  Inventory  -  The  Company
maintains  a  broad product inventory consisting  of
approximately 150,000  stock  keeping units (SKU's) throughout
its  full-service distribution  network,  from which it
generally  delivers  products to  customers within 24 hours of
receipt of an order.  The  Company believes that speed of
delivery is essential for a jobber  to  meet the  time
constraints of its service establishment  customers  and to
manage its own inventory.

<PAGE 4>

Strong  Customer Relationships and Trained Work Force  -  The
Company  is  a  customer driven company built on strong,  long-
term relationships.   The Company provides operational  support
to  its customers  on  a  regular basis to assist them in many
aspects  of their  businesses.  In addition, the Company
maintains trained  and experienced  sales  and  distribution
center  personnel  to  assist jobbers in selecting parts and
filling their inventory needs.

Growth  in Existing Markets - The Company seeks to build  its
revenue  base  in existing markets by (i) adding new jobbing
store customers within    territories    presently    served,
and (ii)  encouraging existing accounts to purchase additional
product lines from the Company.

Leadership  in  Aftermarket Auto  Parts  Alliance  Programmed
Distribution   Group  -  Aftermarket  Auto  Parts  Alliance,
Inc. ("AAPA")  (formerly Auto Value Associates, Inc. ("Auto
Value"))  is an  independent  national purchasing and marketing
program  in  the automotive aftermarket.   The  Company  seeks
to   convert its independent  jobbing customers to the AAPA
Auto Value  program,  as the  Company  believes AAPA's Auto
Value purchasing  and  marketing programs  are  beneficial  to
the  jobbers  and  result  in   such customers  purchasing  the
preponderance of their  inventory  needs from the Company.

Operating  Efficiencies  -  The  Company's  operations are
structured  to realize operating efficiencies both for  itself
and for  its  customers, to benefit from economies of scale in
product purchasing,  information  systems  and  employee
training  and  to provide  an  efficient distribution system
with the  objectives  of ease of order placement and speed of
delivery.

Products

The   Company's  distribution  centers  and  Company-owned
jobbing stores, operating as Advantage Auto Stores (and Genuine
Auto  Parts in  the  Dayton,  Ohio, area) (herein collectively
referred  to  as "Advantage  Auto  Stores"), generally offer  a
wide  selection  of predominantly nationally branded automotive
products  for  domestic and foreign cars, vans and light
trucks.  The Company stocks a wide range   of   automotive
aftermarket   products   throughout   its distribution
network,   consisting   principally   of   new   and
remanufactured automotive hard parts, as well as maintenance
items and  accessory  products.  Hard parts include, among
others,  brake parts, exhaust components, engine parts,
suspension parts and  fuel systems.

<PAGE 5>

The  Company's customers purchase name-brand products and
privatelabel  products  which  carry a larger gross profit
margin.  These private-label products, marketed under the Parts
Master label, are manufactured by a variety of vendors for
members of the  AAPA  Auto Value   programmed  distribution
group.   Parts  Master   products accounted for approximately
21.1%, 19.9% and 17.8% of the Company's net  sales, in Fiscal
2000, 1999 and 1998, respectively,  with  the remainder   of
net  sales  derived  from  manufacturer's   branded products.
Since  Parts Master brand products  have  higher  profit
margins  than  name  brand products, the Company continually
seeks ways to expand sales of Parts Master products, in some
instances by having  national  brand manufacturers supply
products  under  this label.

Distribution Centers

Central  to  the Company's strategy of
providing rapid distribution of  a broad variety of parts is a
distribution network comprised of three  varieties  of
distribution centers:   full-service,  direct distribution and
specialty (which consist of pick-up and  accessory distribution
centers).



     Full-Service Distribution Centers

Full-service  distribution centers distribute to jobbers
within  a radius  of approximately 150 miles, and nine of them
serve as  hubs for  a  surrounding network of Company-owned
Advantage Auto Stores. The  Company  extends the distribution
area of three of  its  fullservice  distribution  centers  with
smaller  pick-up  distribution centers.   These  pick-up
distribution centers  carry  specialized inventory categories,
with lower inventory turns, for customer pickup  when  needed,
to supplement regular deliveries from  the  fullservice
distribution center.  The Company also operates a specialty
distribution  center to centralize the purchasing and
distribution of accessory items.

The  Company,  in  total,  operates ten  full-service
distribution centers,  three  pick-up  distribution centers
and  one  accessory distribution   center.   The  inventory
carried  by   full-service distribution centers generally range
from approximately  33,500  to over 75,500 SKUs, while the pick-
up distribution centers stock,  on average,  approximately
19,000 SKUs and the accessory  distribution center stocks
selected items.

Each  full-service distribution center employs a  General
Manager, sales  force,  clerical,  stock-handling  and
delivery  employees. Customers may place their stock orders by
computer, telephone,  fax or in person at service counters.

<PAGE 6>

     Direct Distribution Centers

The Company operates seven (7) direct distribution centers, one
of which  does business under the Professional Auto Warehouse
("PAW") name  in  Albany,  New  York.   The  Company  has
selected  direct distribution  center locations that it has
acquired or  has  opened based  upon  a  high concentration of
repair bays  and  competitive rent.   On  September 22, 2000,
the Company closed its Professional Auto  Warehouse location in
Harrisburg, Pennsylvania.  The  Company has no plans to replace
the PAW Harrisburg location.

The  Company believes that its direct distribution centers
carry  a more  complete inventory selection than most other
national  direct distributors.     The  average  Company
direct  distribution  center stocks  approximately  23,000
SKU's,  with  the  largest  stocking approximately  51,000
SKU's.  In addition  to  parts,  the  direct distribution
centers  also  supply  professional  installers  with equipment
and tools.  Each direct distribution center maintains  a
delivery  fleet  to  provide  professional  installers  with
rapid delivery of parts orders.

Aftermarket Auto Parts Alliance Program

The  Company  is a member of AAPA (formerly Auto Value
Associates, Inc.),  an  independent corporation which was
created by  a  merger with All Pro/ Bumper to Bumper, another
large programmed automotive parts  buying group, in July 1999.
This union increased  the  size and  buying power of Auto
Value, which provides to its shareholders the  benefits  of
collective purchasing power  under  arrangements which  it
negotiates with vendors from whom its  shareholders  may
purchase  inventory.  AAPA neither purchases nor  sells
automotive parts and is not involved in the chain of
distribution.

AAPA offers its shareholders value-added marketing,
merchandising, advertising and promotion and interior and
exterior design  layout for   delivery  to  the  participating
jobber  customers  of  its shareholders.  AAPA also offers its
shareholders access to privatelabel products under the Parts
Master name.

AAPA  requires  its shareholders to participate in its
purchasing programs  to  a specified degree and to contribute
equally  toward its  operating  expenses.  Shareholders,  whose
jobber  customers participate  in  the marketing service of the
Auto Value  program, are  required  to  pay  a  basic fee plus
charges  for  goods  and services provided under the program.

Eli  N.  Futerman, President and Chief Executive  Officer  of
the Company, is a past Chairman and currently a director and
Treasurer of AAPA.  The Company does not believe that any
material conflicts of  interests exist as a result of Mr.
Futerman's positions in the Company and AAPA.

<PAGE 7>

Jobber Services

The  Company's extensive inventory line provides jobber
customers with  the  opportunity  to purchase aftermarket
products  from  a single  source, which affords its jobber
customers the opportunity to  reduce  operating expenses and
improve inventory planning  and control.

The  Company provides support to its customers through its
account executives  who  visit  them  on a regular  basis,
advising  such customers   on  products  and  services,
assisting   in   solving logistical, marketing, merchandising
and other problems,  as  well as   soliciting  increased
purchases  from  the  Company.   These customer support
services are supplemented by manufacturers' sales
representatives  who periodically call on the Company's
customers on  behalf  of  the Company and by annual trade shows
at  Company locations.   In  Fiscal  2000, the Company  held
trade  shows  in Dayton, Ohio and Goldsboro, North Carolina.

The  Company provides value-added services to its jobber
customers that  participate  in  the  AAPA  programmed
distribution  group. Through  the  AAPA program, the Company
assists its  participating jobber customers in marketing,
merchandising, inventory management and control, store
appearance, advertising and product promotion.

During  Fiscal  2000,  29  of  the  Company's  independent
jobber customers  joined  the AAPA program through  the
Company  and  24 independent jobber customers resigned or were
terminated from  the program.  As of October 31, 2000, 273 of
the Company's independent jobber  customers  and  all  of the
Company-owned  jobbing  stores participated in the AAPA
marketing program.

Advantage Auto Stores

To  support its distribution center business, the Company
operates a  chain  of jobbing stores under the Advantage Auto
Stores  name, except  for  certain  Company-owned jobbing
stores  which  operate under  "Genuine Parts Company" in
Dayton, Ohio, "Finn Auto  Parts" in Canandaigua, New York and
"Eagle Auto Parts" in East Rochester, New  York.   References
to Advantage Auto Stores  in  this  report include  these
jobbing  stores.  The Advantage  Auto  Stores  are located
only  in  regions supplied by the Company's  full-service
distribution  centers.  As of October 31, 2000, the Company
owned and operated a total of 77 Advantage Auto Stores.

As the Advantage Auto Stores are members of the AAPA program,
they typically feature certain consistent appearances and
merchandising programs.   The  stores emphasize knowledgeable
sales  people  and rapid   availability  of  parts  with  daily
truck   deliveries. Approximately nine years ago, the Company
embarked  on  a  jobbing store   remodeling  project.   During
Fiscal  2000,  the  Company remodeled  nine  jobbing  stores,
leaving  seven  stores  to   be remodeled.   The  Company plans
to remodel or  relocate  six  more jobbing stores in the next
fiscal year.

<PAGE 8>

iAutoparts

On July 6, 1999, the Company, through its wholly-owned
subsidiary, iAutoparts,  Inc., launched iAutoparts.com, its
online  automotive parts  store  available  24 hours a day.
iAutoparts.com  was  the first  online  automotive parts store
powered  by  the  industry's leading  CCI/Triad ePartExpert
electronic parts catalog.  The  Web site  guides  users
through a logical search to  ensure  accurate automotive parts
selection.  ePartExpert provides technical  tips, parts
specifications and suggestions for related parts.

iAutoparts.com  is operated by iAutoparts, Inc.,  a  wholly-
owned subsidiary of the Company, with the assistance of its
information technology service provider, CCI/Triad, located in
Austin, Texas. iAutoparts  has  a  direct relationship with
parts  manufacturers which enables it to provide rapid delivery
of hard-to-find parts. All  iAutoparts.com orders have been
fulfilled from the Company's full  service  distribution center
in Rochester,  New  York. To date,  iAutoparts  has  had a
nominal  financial  impact  on  the Company.

iAutoparts,  Inc.,  has  joined  in  the  formation  of
Internet Autoparts, Inc., ("IAP") a new internet company that
will provide the  automotive aftermarket's first industry-
sponsored, web-based parts  ordering  and  communications
platform linking  automotive service providers and the
wholesale distributors who supply  them with  automotive
aftermarket products.  IAP intends to  focus  on three  major
initiatives  in  the automotive  aftermarket  parts industry:
business-to-business ("B2B")  from  the  professional service
dealer  to  local  auto  parts  stores  and  warehouses,
business-to-consumer ("B2C") from the "do-it-yourselfer" to
local auto  parts stores and other suppliers; and B2C from the
"do-itfor-me" consumer to service dealers.  IAP's primary
objective  is the  creation and launch of a quality B2B
service.   No  specific date  has  been announced for the
launch of IAP's internet  parts ordering and communications
site.

H.F.V. Inc.

A  subsidiary of the Company, H.F.V. Inc. owns a 37.5% interest
in Autoworks,  Ltd.,  a  corporate joint venture,  which
distributes automotive aftermarket products in Tel-Aviv,
Israel.  (See Note 4, in  Part III of the Financial Statements
and comments in Item 7 of Results of Operations in Fiscal
2000.)

<PAGE 9>

Purchasing

All   product   selection  and  purchasing  functions   for the
distribution  centers and the jobbing stores are  centralized
at the  Company's  headquarters in Rochester, New York,  except
for accessory  products  which are purchased  by  management
of  the specialty   distribution  center.   The  Company
purchases its products from approximately 240 suppliers which
ship directly  to the  Company's direct and full-service
distribution centers.   In most  areas, the Company sources
each of its product  lines  from one supplier, although most
automotive parts categories have more than  one  competitive
supplier.  Inventory purchases  are  based upon  quality,
price,  service,  market  conditions  and,  where appropriate,
brand recognition. Suppliers' programs are  reviewed
periodically  to  evaluate  product  mix,  quality,  pricing
and service.

The  manufacturers  of automotive aftermarket products
typically provide replacement warranties, which the Company
extends to  its customers.   In general, the Company has
certain privileges  with most  of its suppliers that enable it
to return slower moving  or overstocked  items  for  full
credit, which  minimizes  inventory obsolescence.   The
Company  extends  a  return  policy  to  its stocking
customers.  Periodically, the Company's suppliers permit it to
defer payments for certain product lines.

In  Fiscal 2000, the Company's 15 largest suppliers accounted
for approximately  76.2% of its total distribution center
purchases, and its largest supplier accounted for approximately
16.4% of its distribution   center  purchases.   The  Company
considers its relationships  with its suppliers to be good  and
believes  that alternate sources of supply exist at
substantially similar  costs for  substantially all products
which it stocks.   The  Company's suppliers are generally able
to meet its demand for products.

Inventory Control and Management Information System

The  Company's  management information  system  is  an
important element in its strategy of maintaining margins while
offering its customers competitive prices and rapid delivery of
a wide variety of  products.  The fully integrated, real-time
system, which  was designed for general use by distributors in
the automotive  parts aftermarket,  operates  on  mainframe
computers  located  at  the Company's Rochester, New York,
headquarters and links all of  the Company's distribution
centers.  The system enables the Company's Advantage  Auto
Stores  and  independent  jobbing  customers  to
telecommunicate  directly with the Company.  A  majority  of
the Company's  independent jobber customers have  the
capability  to access  pricing  and  product availability
information  from  the Company's  computer  system.   This
automated  electronic   link streamlines  and  hastens  the
order  process  by  enabling  the Advantage  Auto  Stores,  as
well  as  the  independent  jobbing customers  to  determine
product availability and  electronically order  products,
eliminating the need to telephone  or  visit  a distribution
center directly to place an order.

<PAGE 10>

Advertising

The   Company's  Advantage  Auto  Stores  promote  broad
product availability,  competitive prices and  customer
service  through direct  mail and local media, including
newspapers, yellow  pages and  radio.   Direct  distribution
centers are  promoted  through yellow-page      advertising
and   direct   mail.    Full-service distribution  centers
provide the AAPA's  Auto  Value  Marketing Program to
affiliated jobbers and their installer customers.

Trademarks

The  Company  owns and has registered its Advantage  Auto
Stores trademark  in the United States Patent and Trademark
Office.   In addition,  the Company is a licensee of the Auto
Value and  Parts Master trademarks pursuant to a trademark
license agreement which provides  for termination upon the
occurrence of certain  events. Under  the trademark license
agreement, the Company has the right to  use and permit its
jobber customers to use the Auto Value and Parts   Master
trademarks.   The  Company  believes  that  these trademarks
are material to the Company's business.  In  addition, the
Company owns and has registered the iAutoparts.com name  and
design  with  the United States Patent and Trademark  Office,
in connection with the sale of automotive parts via the
internet.

Competition

The  automotive replacement parts market is highly fragmented
and extremely  competitive.  The Company competes most directly
with national, regional and local warehouse distributors.  The
Company believes  that two of the largest warehouse
distribution networks are  National  Automotive  Parts
Association,  headquartered  in Atlanta,  Georgia, the largest
member of which is  Genuine  Parts Company (which is not
affiliated with the Company's Dayton, Ohio, area  jobbing
stores of the same name), which distributes  under the  NAPA
trademark,  and General Parts, Inc.  headquartered  in Raleigh,
North Carolina, trading under the Carquest  name.   The
wholesale    distribution   market   contains   numerous  other
participants,  including programmed buyer  groups.   The
Company competes  with these groups on the basis of product
availability, service and price.

Through its chain of Advantage Auto Stores and its
iAutoparts.com website, the   Company  also  competes  directly
with   other independent  jobbing stores, automotive specialty
retail  chains and  discount  and general merchandise stores.
The Company  also competes indirectly with various original
equipment manufacturers and  other  manufacturers, distributors
and  retailers  who  sell aftermarket products in alternative
distribution channels.   Some of the Company's current and
potential competitors are larger and have far greater financial
resources.

<PAGE 11>

Employees

As of October 31, 2000, the Company had 1,142 employees (of
which 856  were  full-time  and 286 were part-time),  in  full-
service, direct-distribution centers and jobbing operations,
of  whom  60 were distribution center and jobbing store account
executives, 59 were  headquarters  personnel, 160 were
distribution  center  and jobbing  store  management personnel
and the remaining  863  were distribution  center  workers,
jobbing store employees,  drivers, counter  persons, data entry
and other personnel.  As of  October 31,  2000,  a  total of 14
employees at two distribution  centers were  represented  under
collective bargaining  agreements.   The Company  has never
experienced any material labor disruption  and is  unaware  of
any  efforts  or plans  to  organize  additional employees.
Management believes that its labor relations with its employees
are good.

Item 2.    PROPERTIES

Distribution Center and Jobbing Facilities The Company's
principal executive office is located in Rochester, New  York,
and  presently occupies approximately  22,000  square feet.

<PAGE 12>

As  of  October  31,  2000, the Company  operated  the
following distribution center locations:

                    Approximate Gross
                       Ground Level
Location               Square Feet       TYPE

New York
  Rochester               40,000         Full-Service
  Rochester-North         37,000         Direct
  Rochester-South         11,400         Direct
  Rochester-Greece         5,000         Distribution
  Rochester-Gates          4,500         Direct
  Farmington               5,000         Distribution
  Bronx                   35,000         Direct
  Syracuse                34,500         Distribution
  Buffalo                 27,800         Direct
  Buffalo                  8,000         Distribution
  Newburgh                22,000         Full-Service
  Batavia                  5,700         Full-Service
  Albany                  12,900         Full-Service

Ohio
  Dayton                  59,800         Full-Service
  Independence            33,500         Full-Service

North Carolina
  Goldsboro               39,000         Full-Service

Virginia
  Richmond                37,300         Full-Service
  Norfolk                  6,500         Pick-Up

Maryland
  Bladensburg             18,100         Full-Service
  Baltimore               10,700         Pick-Up

Indiana
  Indianapolis            13,000         Pick-Up

The  Company owns the Independence, Ohio site; leases its
Albany, New  York  and Norfolk, Virginia sites from
unaffiliated  parties under  leases  which expire on December
31, 2002  and  March  31, 2005,    respectively;   leases   its
Rochester-Greece   direct distribution  site from an
unaffiliated party  which  expires  in December  2002;  and
leases its Rochester-North,  Rochester-South and  the  Buffalo
direct distribution locations from unaffiliated parties under
leases which expire in September 2004.  The Company leases  its
direct distribution center in Gates,  New  York  and
Farmington, New York from FCA Associates, a partnership
comprised of  Daniel J. Chessin, (Executive Vice President and
Secretary of the Company) and an unaffiliated party, under
leases which expire on   October   31,  2001.   The  Company
leases  the   remaining distribution facilities from members of
the Futerman and  Chessin families  or  their affiliates under
leases which expire  between 2001 and 2008.  Except for the
Independence, Ohio, site (which is subject  to  a first
mortgage), none of the Company's  facilities are subject to any
encumbrance.

As of October 31, 2000, there were 77 Advantage Auto Stores
served by the Company's distribution centers located in or near
the following cities:

<PAGE 13>



Distribution        Advantage   Distribution               Advantage
Center              Auto Store  Center                    Auto Store
Location            Serviced    Location                   Serviced

Rochester, New York    13       Dayton, Ohio                   22

Syracuse, New York     10       Goldsboro, North Carolina       7

Buffalo, New York       6       Richmond, Virginia             12

Newburgh, New York      3       Bladensburg, Maryland           2

Cleveland, Ohio         2

As  of  October  31, 2000, the Company leased 73 and  owned
four Advantage  Auto Stores sites.  The leases on 13 store
sites  were month-to-month, leases on 40 store sites had
remaining  terms  of three  years or less, and leases on 20
store sites had  remaining terms  of more than three years,
excluding renewal options.   The Company leases 33 of these
sites from members of the Futerman and Chessin  families or
their affiliates under leases  which  expire between October
31, 2001 and October 31, 2004.

Item 3.     LEGAL PROCEEDINGS

On  October 31, 1995 a complaint was filed against the
Company by 27  former  employees  of Autoworks, Inc.
seeking  class  action status in the United States
District Court, Southern District  of Ohio,  Western
Division (Case Number C-3-95-904).  The  complaint
requests  compensatory damages, liquidated damages and
attorney's fees  available under the Fair Labor
Standards Act  based  on  an alleged  failure  to  pay
overtime wages to  certain  individuals classified  as
exempt  employees.   The  Company  is  vigorously
defending  this  action and maintains that  the
plaintiffs  were employees  of its wholly-owned
subsidiary Autoworks, Inc.  (which previously  filed
for reorganization under  Chapter  11  of  the
Bankruptcy Code), and that Autoworks' conduct was
appropriate and not  wrongful.   The  Company's motion
for summary  judgment  was denied  and the trial court
has found the Company liable  on  the plaintiffs'
claim.  Following the commencement of the hearing  on
damages,  and  before  the  hearing was  completed,
the  parties entered  into a stipulation on damages so
that the Company  could appeal  the  finding  of
liability.  On November  23,  1999,  the Company  filed
its Notice of Appeal and on December 1, 1999,  the
Company   filed  its  Designation  of  Record  for
Appeal and Certification  Regarding the Transcript with
the  United  States Court  of  Appeals for the Sixth
Circuit.  Principal  briefs  and reply  briefs have
been filed by the parties.  No date  has  been set  for
oral  argument on the appeal.  In the  event  that  the
Company  is  successful  in obtaining a  reversal  of
the  trial court's determination of liability, then
there will be no damages payable  by the Company.  In
the event that the Company's  appeal is  unsuccessful,
then the parties will resume and continue  with the
hearing  on damages until completed.  While the
outcome  of this  appeal,  and  any subsequent
determination  of  damages  is inherently  uncertain,
the Company believes that it  is  unlikely that any
adverse verdict would have a material adverse effect
on its  financial  condition; however it could
materially  adversely affect net income or cash flow
depending upon the fiscal year  in which a final
judgment is entered against the Company.

<PAGE 14>

The  Company  is  involved in various other claims  and
disputes arising   in  the  normal  course  of  business.   The
Company's management  believes  that  it  has meritorious
defenses  and/or insurance  coverage against such matters and
that the outcome  of all  pending proceedings, individually and
in the aggregate, will not  have  a material adverse effect
upon the Company's business, results of operations, cash flows
or financial position except as stated in the above paragraph
of this Item 3 - Legal Proceedings.

Item 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No  matter was submitted during the fourth quarter of Fiscal
2000 to a vote of the Company's shareholders, through the
solicitation of proxies or otherwise.

                            PART II

Item  5.      MARKET FOR REGISTRANT'S COMMON EQUITY
              AND RELATED SECURITY HOLDER MATTERS

The  Company's  Common  Stock is traded on  the  NASDAQ
SmallCap Market.   Its trading symbol is HAHN.  The table below
shows  the range of the high and low actual closing prices for
the Company's common  stock during each quarterly period of
Fiscal  Years  2000 and 1999:

Fiscal Year Ended               Fiscal Year Ended
September 30, 2000              September 30, 1999

              High    Low                     High       Low

1st Quarter   $2.47   $1.00     1st Quarter   $5.44      $2.00

2nd Quarter   $2.22   $1.06     2nd Quarter   $2.81      $2.00

3rd Quarter   $1.34   $0.81     3rd Quarter   $1.88      $0.50

4th Quarter   $1.38   $0.75     4th Quarter   $6.25      $1.00


The  Company did not pay any cash dividends during the  last
two fiscal  years.   The  Company does not intend  to  pay  any
cash dividends  for  the  foreseeable future  and  intends  to
retain earnings, if any, for the future operation and expansion
of  the Company's  business.  Any determination to pay
dividends  in  the future  will  be  at  the discretion of the
Company's  Board  of Directors  and  will be dependent upon the
Company's  results  of operations,  financial  condition,
contractual  restrictions  and other  factors  deemed relevant
by the Board of  Directors. The Company's  revolving  credit
facility  agreement  prohibits  the Company from paying cash
dividends on its common stock, provided, however,  for each
fiscal year ending after September  30,  1997, the  Company may
distribute dividends if it is not in default and would  not be
put in default by virtue of such dividends and  the dividend
does not exceed the Company's adjusted net earnings,  as
defined in such agreement, for the fiscal year.

<PAGE 15>

Beginning in the quarter ended September 30, 2000, the bid
price for  the Company's shares declined to less than the $1.00 per
share minimum bid price required for continued listing on the NASDAQ
SmallCap Market.  The Company was notified by NASDAQ, in a
letter dated November 7, 2000, that it is subject to possible delisting as
a result of its common stock trading below the minimum bid price for
30 consecutive trading days.  The Company has until February 5, 2001,
to regain compliance with this rule by having its common stock trade
over the minimum bid price for a least 10 consecutive trading days.

On December 14, 2000, the Company's Board of Directors approved,
subject to shareholder approval, a one-for-two reverse stock split.
The Company plans to seek shareholder approval for the reverse stock
split at its annual meeting, which is scheduled to be held on
March 15, 2001. If approved by shareholders, shareholders will receive
one new share for every two that they own.  Following the reverse split,
the Company will have 2,372,507 shares of common stock issued and
outstanding.

If the Company is unable to regain compliance with the NASDAQ's minimum bid
requirement by February 5, 2001, its common stock will be delisted from
the NASDAQ SmallCap Market unless the Company is able to demonstrate
to a NASDAQ hearing panel that the Company's future plans and actions,
including the reverse stock split, will likely result in an increase
in the Company's stock price.  If a hearing is required, there can be
no assurances that the NASDAQ hearing panel will agree that the Company's
plans will likely achieve the required trading price increase and allow
the Company's listing to continue or that the Company will be able to
satisfy all NASDAQ listing requirements on a continuing basis.  If NASDAQ
does delist the Company's shares, the marketability of the shares will
decline, making it more difficult to achieve improvements in the price
performance of the shares and for the shareholders to purchase and sell
shares when they want or need to do so.


On  December  1, 2000, the Company had 70 registered  holders
of record of its common stock.

Item 6.     Selected Financial Data

The  following  table sets forth selected consolidated
financial information of the Company for each of the five
Fiscal Years  for the  period ended September 30th.  This table
should be  read  in conjunction with the audited consolidated
financial statements of the  Company  and  the related notes
thereto  included  elsewhere herein  and  Item  7.
"Management's Discussion and  Analysis  of Financial Condition
and Results of Operations".

<PAGE 16>
<TABLE>
<CAPTION>

 Years Ended September 30,
(In thousands, except share and per share data)
<S>                          <C>         <C>            <C>
                                2000          1999      1998
Income Statement Data:
  Net sales                    $125,575   $130,998  $133,503
  Cost of Products sold          77,071     82,002    82,778
  Gross profit                   48,504     48,996    50,725

  Selling, general and
    administrative expense       42,587     43,512    44,059
  Depreciation and                1,789      1,775     1,602
    amortization expense
  Income from operations          4,128      3,709     5,064
  Interest expense               (3,796)    (3,650)   (3,771)
  Service charge and other
    income                          509        399       631
  Gain on sale of marketable
    security                        196         --        --
  Income (loss) from equity
    investment                      189        (27)     (220)
  Income before provision
    for income taxes              1,226        431     1,704

  Provision for income taxes        450        151       665

  Income from continuing
    operations                      776        280     1,039
Loss from discontinued
  operations:
Write-down of investment in
  subsidiary, net of tax             --         --        --
Loss from discontinued
  operations, net of tax             --         --        --
Total loss from discontinued
  operations                         --         --        --

  Net income (loss)                $776       $280    $1,039

Income from continuing
  operations per share            $0.16      $0.06     $0.22
Loss from discontinued
  operations per share               --         --        --

  Basic and diluted net
    income (loss) per share       $0.16      $0.06      $0.22

Weighted average shares
outstanding                   4,745,014  4,745,014  4,745,014


Balance Sheet Data:
  Working capital               $43,684    $44,919    $42,212
  Total assets                   78,951     79,723     78,311
  Long-term obligations          44,043     45,484     44,645
  Stockholders' equity           14,459     13,773     13,561


</TABLE>
<TABLE>
<CAPTION>

Years Ended September 30,
(In thousands, except share and per share data)
<S>                          <C>             <C>
                                1997          1996

Income Statement Data:
  Net sales                    $142,242     $138,395
  Cost of Products sold          86,967       86,077
  Gross profit                   55,275       52,318

  Selling, general and
    administrative expense       46,717       41,657
  Depreciation and                2,005        1,756
    amortization expense
  Income from operations          6,553        8,905
  Interest expense               (4,670)      (4,402)
  Service charge and other
    income                          719          600
  Gain on sale of marketable
    security                         --           --
  Income (loss) from equity
    investment                       --           --
  Income before provision
    for income taxes              2,602        5,103

  Provision for income taxes      1,011        1,950

  Income from continuing
    operations                   $1,591       $3,153
Loss from discontinued
  operations:
Write-down of investment in
  subsidiary, net of tax        (18,789) (1)      --
Loss from discontinued
  operations, net of tax         (3,937)      (1,294)
Total loss from discontinued
    operations                  (22,726)      (1,294)

  Net income (loss)            ($21,135)      $1,859

Income from continuing
  operations per share            $0.34        $0.66
Loss from discontinued
  operations per share            (4.79)       (0.27)

  Basic and diluted net
    income (loss) per share      ($4.45)       $0.39

Weighted average shares
     outstanding              4,745,014    4,745,014


Balance Sheet Data:
  Working capital               $45,485      $65,452
  Total assets                   77,792       97,819
  Long-term obligations          45,908       40,893
  Stockholders' equity           12,364       33,499


(1)  On  July  24,  1997,  Autoworks filed for
     protection  under Chapter  11  of  the  United
     States  Bankruptcy  Code.   In connection with
     the filing, the Company recorded  a  onetime
     after  tax charge of $18.8 million and restated
     all  of  its financial  statements to reflect
     Autoworks as a discontinued business.

</TABLE>

<PAGE 17>

Item 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
      FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information   in  this  Item  7  contains   forward-looking
statements.  The Company desires to take advantage of  the  "safe harbor"
which  is  afforded such statements  under  the  Private Securities
Litigation  Reform  Act  of  1995  when   they   are accompanied   by
meaningful  cautionary  statements  identifying important  factors that could
cause results to differ  materially from  those  in the forward-looking
statements.  Such  cautionary statements are set forth under the heading
"Important Information Regarding Forward-Looking Statements" below in this
Item 7.

The  discussion  contained  in this Item  7  should be  read  in
conjunction  with  the Selected Financial Data, the  Consolidated Financial
Statements and accompanying notes  elsewhere  in this Form 10-K.
In all periods discussed herein, the Company's Fiscal Years ended
on September 30.

Results of Operations

Fiscal Year 2000 Compared to Fiscal Year 1999

Net sales  for Fiscal 2000 decreased $5.4 million, or
4.1%  from the  prior  fiscal  year, to $125.6
million.   This  decrease  is attributable  to  net
sales decreases  of  6.9%  at  the  direct
distribution  centers  and 6.8% at the full-service
distribution centers, partially offset by a net
sales increase of .2%  at  the Advantage Auto
Stores.

The  Advantage Auto Stores net sales
increase was the  result  of the  acquisition of two
former jobbing store customers and a 1.7% increase
in comparable store sales which were partially
offset by the  closing  of  three  Advantage Auto
Stores.   The  net  sales decreases   in   the
direct  distribution  and   full service
distribution  centers are attributable to  the
softness  in  the automotive  aftermarket  parts
industry.  This  softness  is  the result  of
factors such as leasing, improved vehicle
performance, warranties   and   increased
competition   in   the   industry. Additionally,
direct  distribution sales were  affected  by  the
closing  of one direct distribution center while the
full service distribution  decrease  was compounded
by  the  purchase  of  two jobbing customers that
are now operated as Advantage Auto Stores. Sales  on
a  comparable location basis improved by 1.7%  in
the Advantage  Auto Stores, 3.0% in the direct
distribution  division and declined by 6.8% in the
full service distribution.

Gross profit declined $492,000 or 1.0% to $48.5
million in Fiscal 2000  from  $49.0 million in the
previous fiscal year. The  gross profit decrease was
due to the decline in net sales and partially offset
by an increase in the gross profit margin.  Gross
profit margin  increased to 38.6% in Fiscal 2000
from  37.4%  in  Fiscal 1999.

Selling,  general and administrative expenses
decreased  $925,000 from  $43.5  million  in  Fiscal
1999 to $42.6  million,  in  the current  fiscal
year. The expense reduction is net of an increase in
fuel  costs  of  approximately $349,000 in Fiscal
2000  when compared  to Fiscal 1999.  This dollar
decrease is generally  due to  the  Company's
expense control programs, the closing  of  one
direct distribution center and the closing of one
Advantage  Auto Store,  net  of openings. Due to the
decrease in net  sales,  the selling,  general and
administrative expense, as a percentage  of net
sales,  increased to 33.9% in Fiscal  2000,  from 33.2%
in Fiscal 1999.

<PAGE 18>

Depreciation  and  amortization  expense  increased
$14,000  and remained  at $1.8 million for both
Fiscal Years ending  September 30,  2000  and  1999.
As a percentage of net sales, depreciation and
amortization increased to 1.42% in Fiscal 2000,
compared  to 1.35% for the previous fiscal year.

As a  result  of  the  factors  discussed  above,
income  from operations for Fiscal 2000, increased
$419,000 from $3.7  million or 2.8% of net sales in
the prior fiscal year to $4.1 million or 3.3% of net
sales in the current fiscal year.

Interest  expense  increased $146,000  in  Fiscal
2000  to  $3.8 million  from  $3.7  million for
Fiscal 1999.  This  increase  is attributable to the
increase in interest rates during the  Fiscal 2000,
as compared to Fiscal 1999.

In  Fiscal  2000  the Company realized a one-time
gain  resulting from the sale of its only marketable
security.  It also recorded, under  the  equity
method of accounting, income of $189,000  from the
debt  and equity investments of H.F.V. Inc., a
wholly  owned subsidiary  of  the  Company, in
Autoworks, Ltd.   There  are  no assurances  that
Autoworks, Ltd. will achieve similar results  in the
future due to the political instabilities in Israel.

In  Fiscal  2000  the provision for income taxes  on
income  was $450,000, an effective rate of 36.7%, as
compared to $151,000, an effective rate of 35.0%, in
Fiscal 1999.

As  a result of the factors discussed above, the
Company had  net income  for  Fiscal  2000 of
$776,000,  or  $.16  per  share,  as compared to
$280,000, or $.06 per share, of net income for
Fiscal 1999.

Fiscal Year 1999 Compared to Fiscal Year 1998

Net  Sales  for Fiscal 1999 decreased $2.5 million,
or 1.9%  from the  prior  fiscal  year, to $131.0
million.   This  decrease  is attributable  to  net
sales decreases  of  3.3%  at  the  direct
distribution  centers  and 3.7% at the full-service
distribution centers, partially offset by a net
sales increase of 1.1% at  the Advantage Auto
Stores.

<Page 19>

The  Advantage Auto Stores net sales increase was
the  result  of the  acquisition  of  two  former
jobbing  store  customers  and partially offset by
the closing of five Advantage Auto Stores and a
1.8%  decrease  in  comparable store  sales.   The
Net  Sales decreases in   the   direct  distribution
and   full  -service distribution  centers are
attributable to the  softness  in  the automotive
aftermarket parts industry.   This  softness  is
the result  of factors such as leasing, improved
vehicle performance, warranties and increased
competition in the industry.  Sales on a comparable
location basis declined by 1.8% in the Advantage
Auto Stores, 3.3% in the direct distribution
division and 3.7% in  the full service distribution.
Full service distribution decrease was compounded by
the purchase of two jobbing customers that are  now
operated as Advantage Auto Stores.

Gross  profit declined $1.7 million or 3.4% to $49.0
million  in Fiscal  1999  from  $50.7 million in the
previous  fiscal  year. Gross profit decrease was
due to the decline in net sales and the gross
profit margin.  Gross profit margin declined to
37.4% in Fiscal 1999 from 38.0% in Fiscal 1998.

Selling,  general and administrative expenses
decreased  $547,000 from  $44.1  million  in  Fiscal
1998 to $43.5  million,  in  the current fiscal
year.  This dollar decrease is generally due to  a
net reduction of three Advantage Auto Store
locations. Due to the decrease  in  net  sales the
selling, general and  administrative expense as a
percentage of net sales increased to 33.2% in Fiscal
1999 from 33.0% in Fiscal 1998.

Depreciation  and  amortization expense increased
$173,000  from $1.6  million in Fiscal 1998 to $1.8
million in the  Fiscal  Year ending   September
30,  1999.   This  increase   is primarily
attributable  to  negative  goodwill  being  fully
amortized  in January of Fiscal 1999.

As   a  result  of  the  factors  discussed  above,
income  from operations  before interest and taxes
for Fiscal 1999,  decreased $1.4  million from $5.1
million or 3.8% of net sales in the prior fiscal
year to $3.7 million or 2.8% of net sales in the
current fiscal year.

Interest  expense  decreased $121,000  in  Fiscal
1999  to  $3.7 million  from  $3.8  million for
Fiscal 1998.  This  decrease  is attributable  to
slightly lower outstanding debt balances  during
Fiscal 1999 as compared to Fiscal 1998.

In  Fiscal  1999, the provision for income taxes  on
income  was $151,000, an effective rate of 35.0%, as
compared to $665,000, an effective rate of 39.0%, in
1998.

As  a result of the factors discussed above, the
Company had  net income  for Fiscal 1999 of $280,000
or $.06 per share as compared to $1.0 million or
$.22 per share of net income for Fiscal 1998.

<PAGE 20>

Liquidity and Capital Resources

The  Company's principal sources of liquidity for
its operational and   capital   requirements  are
internally  generated   funds, borrowings   under
its  revolving  credit   facility,   leasing
arrangements and extended terms from vendors.

During  Fiscal 2000, 1999 and 1998, operating
activities provided net   cash   of   $1.6  million,
$300,000  and   $2.4   million, respectively,
including non-cash items for depreciation  and  bad
debt   of $2.2   million,  $1.9  million  and   $2.1
million, respectively.   These  were  partially
offset  by  increases  in inventory  of $1.7
million, $500,000 and $1.5 million for  Fiscal Years
2000, 1999 and 1998, respectively.

During Fiscal 2000, 1999 and 1998, investing
activities consisted mainly  of  routine  capital
expenditures for delivery  vehicles, computer
equipment,  and  store  and  warehouse  fixtures.
Net capital  expenditures  were  $600,000,
$800,000,  and  $300,000, respectively.    Excluding
minor  strategic  acquisitions, the Company  expects
to make capital expenditures  of  approximately
$900,000 in Fiscal 2001.

Financing  activities  during  Fiscal  2000
consumed   cash   of approximately   $1.7  million,
during  Fiscal   1999 financing activities
generated approximately $300,000, and in Fiscal
1998 financing  activities consumed approximately
$2.5  million.  The cash  used  in financing
activities during both Fiscal  2000  and Fiscal
1998  reflect the payment of long term debt.   The
funds generated  by  financing activities during
Fiscal  1999  resulted from the increased use of the
Company's line of credit, partially offset  by
paydowns  on other long term notes  payable.
During Fiscal 2000, the Estate of Michael Futerman,
(the former Chairman of  the  Board and majority
shareholder of the Company), and  Eli Futerman,
(the  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.

The  Company  has  a  Loan  and Security Agreement
(the  "Credit Facility")  with  Fleet  Capital
Corporation  ("Fleet"),   which matures  on  October
22, 2002.  The facility provides for,  among other
things,  a revolving credit facility with $50
million  in maximum   availability  subject,
however,  to  borrowing   base restrictions,  and  a
$2.5 million term  loan,  a  $3.5  million
supplemental  availability line and  a  $2.0
million  letter  of credit  sub-facility.  The
obligations of the Company  under  the credit
facility are collateralized by a first priority
security interest  on substantially all present and
future assets  of  the Company and is guaranteed up
to a maximum amount of $2.5 million by  the  Estate
of Michael Futerman.  Mortgages on  certain  real
estate  were  pledged  as collateral for the
estate's  guarantee. These  obligations  are now
guaranteed by the Estate  of  Michael Futerman.
The  credit facility contains restrictive
covenants, including,   without  limitation,
restrictions  on  changes in thecharacter of the
business, mergers, sales or transfers of assets,
acquisitions,    capital   expenditures,   liens,
indebtedness, restricted   payments  or  repurchases
of  other indebtedness, dividends  and  transactions with
affiliates.   (See Note  5  to Company's  Consolidated Financial
Statements.)  The  Company  is required  to  meet a
fixed charge coverage ratio of .50 for  the first  three
quarters and .7 for the fourth  quarter  of  Fiscal 2000, which will be
measured on a rolling twelve month basis.  As of
December 15, 2000, the Company had an outstanding
balance  of $35.1 million under the credit facility,
with availability of  an additional  $2.5 million
due to borrowing base restrictions.

<PAGE 21>

On   July  24,  1997,  the  Company's  wholly  owned
subsidiary, Autoworks, Inc., filed for bankruptcy
protection under Chapter 11 of  the  United  States
Bankruptcy Code.  On April  22,  1998,  a Settlement
Agreement  and Release ("Settlement  Agreement")
was negotiated  between  the  Company  and  the
Official   Unsecured Creditors' Committee
("Committee").  The Settlement Agreement was
approved  by  the bankruptcy court on June 18, 1998.
Under  the Settlement  Agreement,  as  amended on
November  18,  1999,  the Company  agreed  to  make
certain payments in  exchange  for  the Committee's
release of the Company from all claims.          In
Fiscal 2000, the Company paid $353,333 to the
Creditor Trust and is  due to make payments of the
same amount in both Fiscal 2001 and 2002. Such
payments are appropriately reserved for by the
Company.  The Company has also reserved for the
present value of future minimum rental  payments of
Autoworks, Inc. that were guaranteed  by  the
Company. During Fiscal 2000 the bankruptcy court
approved  the Autoworks,   Inc.   Plan   of
Reorganization which   included establishing a
Creditor Trust to make distributions to  creditors
under the plan.

In  the  future the Company may make minor strategic
acquisitions and  open  new  direct distribution
centers  and  Advantage  Auto Stores  to  the
extent that its debt service and  other  funding
requirements  permit.  The Company's ability to open
new  direct distribution  centers  depends  on  the
Company's   ability to negotiate  extended payment
terms with vendors, (which  initially minimizes
additional  working  capital  requirements) and on
consents from the Company's lender.

The  Company  anticipates  that its sources  of
cash  flow  will provide sufficient working capital
to operate its business,  make expected  capital
expenditures and meet its other short-term  and
longer-term  liquidity needs at least through the
end  of  Fiscal 2001.

Inflation

The  Company  does  not  believe that its
operations  have  been materially  affected by
inflation.  In general, the  Company  has been  able
to pass on to its customers any increases in the
cost of its inventory.

<PAGE 22>

Seasonality

The  Company's business is somewhat seasonal in
nature, primarily as a result of the impact of
weather conditions on the demand for automotive
aftermarket products.  Historically, the Company's
net sales  and gross profits have been higher in the
second  half  of each fiscal year than in the first
half.


IMPORTANT INFORMATION REGARDING FORWARD-LOOKING
STATEMENTS

Certain  statements  contained in this Form 10-K
which  are  not historical  facts, including but not
limited to  (i)  anticipated trends  in  the
Company's business and the automotive replacement
parts  industry,  (ii)  the  sufficiency  of  cash
to  fund  the Company's  debt  service requirements
and working  capital  needs (iii)  certain
statements found under the captions  "Results  of
Operations"  and "Liquidity and Capital Resources",
are  forwardlooking  statements  within the meanings
of Section  27A  of  the Securities  Act  of 1933
and Section 21E of the Exchange  Act  of 1934, as
amended; such statements are typically identified by
the words  "believe,"  "expect," "anticipate,"
"intend,"  "estimate," "plan" and similar
expressions. These statements involve a number of
risks  and  uncertainties, certain of which  are
beyond  the Company's  control.   The actual results
of  the  future  events described  in  the forward-
looking statements in this  Form  10-K could
materially differ from those contemplated in the
forwardlooking  statements in this Form 10-K. In
addition to  the  risks and  uncertainties of
ordinary business operations, some  of  the factors
that could cause actual results to differ materially
are the  risks and uncertainties (i) discussed
herein, (ii) contained in  the  Company's  other
public reports and filings  and  public statements
from time to time and (iii) set forth below:

<PAGE 23>

      1.    The  Company  is highly leveraged,  with
substantial existing  indebtedness.  The Company's
ability to make  scheduled payments  of  principal
or interest on,  or  to  refinance,  its
indebtedness will depend on its future operating
performance  and cash  flow,  which are subject to
prevailing economic conditions, prevailing  interest
rate  levels, and  financial,  competitive, business
and  other factors beyond its control.  The  degree
to which the Company is leveraged could have
important consequences, including  (i) the Company's
future ability to obtain  additional financing  for
working capital or other purposes may  be  limited
because  of the existence of this indebtedness and
the  borrowing advance  terms  thereof;  (ii)  a
substantial  portion  of the Company's  cash  flow
from operations will be dedicated  to  the payment
of principal and interest on its indebtedness until
its term loan and supplemental line of credit have been paid in
full, thereby reducing funds available for
operation; (iii) certain  of the Company's
borrowings are at variable rates of interest, which
could cause the Company to be vulnerable to
increases in interest rates;  and  (iv) the Company
may be more vulnerable to  economic downturns and
may be limited in its ability to respond to changes
in  the  automotive  parts  industry and
competitive  pressures. Failure  to comply with the
Company's payment, covenant or  other obligations
under its credit facilities could result in a
default thereunder  that,  if  not  cured  or
waived,  could  result  in acceleration   of   the
relevant  indebtedness   or   of   other
indebtedness  governed  by agreements or
instruments  containing cross default provisions.

       2.     The   Company  operates  in  a  highly
competitive environment  and  its  dollar sales  and
unit  volume  could  be negatively  affected  by
its ability  to  maintain  or  increase prices,
changes  in  sales mix and changes  in  the  demand
for automotive  products  and changes in the
automotive  replacement parts industry generally,
including pricing and other changes  by the
Company's  competitors.  The Company competes
directly  and indirectly with   numerous
distributors,    retailers and manufacturers of
automotive aftermarket products, some  of  which
distribute in channels that may be expanding in
terms  of  market share  relative to the channels in
which the Company  distributes its  products.   In
addition, some of the Company's  current  and
potential   competitors  are  larger,  have
greater   financial resources, and are less
leveraged than the Company.  Furthermore,
particularly  in  light  of the trend  in  the
automotive  parts industry  toward  increasing
consolidation at the  warehouse  and jobber  levels,
the  Company's  financial  performance  may be
significantly  affected  by  the  Company's  ability
to  compete successfully  for associated jobber
customers and otherwise  take advantage of
consolidation opportunities and other trends.

      3.    The Company's financial performance is
subject to and could  be  negatively impacted by
changes in economic conditions, vehicle   quality,
extension  of  new  parts   warranties  and
maintenance, vehicle  scrappage rates  and  weather
conditions, which  can cause seasonal variations in
the Company's results  of operations. The occurrence
of violent weather or  mild  weather may  result  in
significant fluctuations in  operating  results.
Temperature  extremes tend to enhance sales by causing
a  higher incidence  of  parts  failure and increasing
sales  of  seasonal products, while milder weather tends
to depress sales.

<PAGE 24>

      4.  In light of the trend in the automotive
parts industry toward  increasing  consolidation at
the  warehouse  and  jobber levels,  the Company's
financial performance may be significantly affected
by  the  Company's ability to compete successfully
for associated  jobber  customers  and otherwise
take  advantage  of consolidation  opportunities
and  other  industry  trends.The Company's  ability
to do so depends on its ability to secure  the
consent  of its lender to future acquisitions and
its ability  to finalize  such transactions.  If
such a transaction is  effected, the Company's
financial performance will depend on its ability to
conclude the acquisitions on favorable terms and to
enhance those acquisitions  and  integrate  them
into  its  operations.   Full realization of  the
potential  benefits  of  any significant acquisition
will  be  dependent  upon  a  variety  of   factors,
including  (i) retention of a substantial portion of
sales,  (ii) achieving sales volumes sufficient to
utilize reductions in  cost of  goods  sold  (as a
percentage of net sales), (iii)  achieving
significant  reduction  in  selling, general  and
administrative expenses by,   among  other  things,
consolidating   redundant operating  and
administrative facilities  and  closure  of  non
performing  facilities and (iv) obtaining deferred
payment  terms and other changeover incentives from
suppliers.  There can be  no assurance  as  to  the
extent to which any such benefits  may  be realized
from  any  acquisitions  or  the  timing  of  any
such realization.   Failure to achieve a substantial
portion  of  such potential benefits within time
frames anticipated by the  Company could  materially
and  adversely  affect  the  Company's  future
results of operations and financial position.

      5.    The Company's past success has been
largely dependent on  certain  key  personnel  of
the  Company,  including  Eli  N. Futerman  and
Daniel J. Chessin.  The loss of  the  services  of
these  individuals could have a material adverse
impact  on  the Company's  business and results of
operations.  Additionally,  in order  to  implement
and manage its growth strategy, the  Company will
be  dependent upon its ability to continue to
attract  and retain  qualified personnel.  There can
be no assurance that  the Company  will  be  able
to continue to  secure  or  retain  such personnel.

      6.   The Company is a defendant in various
lawsuits.  There can be no assurance that the Company
will prevail in any of these lawsuits.  To the extent
that the Company sustains losses growing out of any
pending litigation which are presently not reserved or
otherwise  provided  for, its earnings  and
liquidity  could  be materially adversely affected.

      7.   Other risks and uncertainties which may
affect actual results  include,  but are not limited to,
failure of  the  auto parts  e-commerce  industry  to
develop  at  anticipated  rates, failure of the
Company's e-commerce products and services to gain
significant  market acceptance, competition, the
ability  of  the Company to  protect  its
proprietary  rights,  the   continued development
and viability of the Internet and e-commerce and
the volatility of stock prices of Internet-focused
companies, and the Company, in particular, and the
traffic and usage levels  of  the iAutoparts.com web
site.

<PAGE 26>

Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE
          ABOUT MARKET RISKS

The  Credit  Facility  and  other financial
obligations  of  the Company  at  September  30,
2000 are  sensitive  to  changes  in interest
rates.  At September 30, 2000, approximately 84.0%
of the  Company's debt and capital lease obligations
are subject  to changes  in  market  interest rates
and are  sensitive  to  those changes.  The Company
currently has no derivative instruments  to offset
the risk of interest rate changes.  The Company's
weighted average  of  interest rates on the total
debt outstanding  as  of September 30, 2000 was
9.3%.

Item 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA

The   financial  statements  and  supplementary
financial   data required  by this Item 8 are listed
at Part IV, Item 14  and  are filed herewith
immediately following the signature page hereto.

Item 9.     CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON  ACCOUNTING AND FINANCIAL DISCLOSURE

There has been no change in accountants or reported
disagreements on  accounting  principles or
practices  or  financial  statement disclosures.


                              PART III
Item 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT

The information required under this Item 10 shall be
included  in the  Company's  definitive Proxy
Statement for  its  2001  Annual Meeting  of
Shareholders to be filed with the Commission
pursuant to  Regulation  14A  on  or  before January
29,  2001,  and  the appropriate  information
therefrom  is  incorporated  herein  by reference.

Item 11.    EXECUTIVE COMPENSATION

The information required under this Item 11 shall be
included  in the  Company's  definitive Proxy
Statement for  its  2001  Annual Meeting  of
Shareholders to be filed with the Commission
pursuant to  Regulation  14A  on  or  before January
29,  2001,  and  the appropriate  information
therefrom  is  incorporated  herein  by reference.

Item 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The information required under this Item 12 shall be
included  in the  Company's  definitive Proxy
Statement for  its  2001  Annual Meeting  of
Shareholders to be filed with the Commission
pursuant to  Regulation  14A  on  or  before January
29,  2001,  and  the appropriate  information
therefrom  is  incorporated  herein  by reference.

<PAGE 27>

Item 13.    CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS

The information required under this Item 13 shall be
included  in the  Company's  definitive Proxy
Statement for  its  2001  Annual Meeting  of
Shareholders to be filed with the Commission
pursuant to  Regulation  14A  on  or  before January
29,  2001,  and  the appropriate  information
therefrom  is  incorporated  herein  by reference.


                       PART IV
Item 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K

(a)    List of documents filed.

(1)    Financial Statements:

           Report of Independent Accountants

           Balance Sheets at September 30, 2000, and
             1999

           Statements of Operations for the Years
           Ended September 30, 2000, 1999 and 1998

           Statements of Changes in Stockholders'
           Equity for the Years Ended September 30, 2000,
           1999 and 1998


           Statements of Cash Flows for the Years
           Ended September 30, 2000, 1999 and 1998

           Notes to Financial Statements

(2)    Financial Statement Schedule

           Report of Independent Accountants on
           Financial Statement Schedule

           Schedule II  Valuation and Qualifying
                       Account Reserves for the
                       Years Ended September 30,
                       2000, 1999 and 1998

(3)    Exhibits

           None

<PAGE 28>

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

                        HAHN AUTOMOTIVE WAREHOUSE, INC.


Date: December 19, 2000    By: *S// Eli N. Futerman
                  Eli N. Futerman,  President and Chief Excutive Officer
                                    (Principal Executive  Officer)

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


Date: December 19, 2000    *S// Eli N. Futerman
                            Eli N. Futerman, Director


Date: December 19, 2000    *S// Albert J. Van Erp
                            Albert J. Van Erp
                            Vice President - Controller
                            (Principal Financial Officer)


Date: December 19, 2000    *S// Daniel J. Chessin
                            Daniel J. Chessin, Director


Date: December 19, 2000    *S// Stephen B. Ashley
                            Stephen B. Ashley, Director


Date: December 19, 2000    *S// William A. Buckingham
                            William A. Buckingham,Director


Date: December 19, 2000    *S// Gordon E. Forth
                            Gordon E. Forth, Director

Date: December 19, 2000    *S// Nathan Lewinger
                            Nathan Lewinger, Director


Date: December 19, 2000    *S// E. Philip Saunders
                            E. Philip Saunders, Director
<PAGE 29>


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























               SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C.



               FINANCIAL STATEMENTS AND SCHEDULES

                       September 30, 2000









                        FORMING A PART OF
        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934

                          FORM 10-K
                             OF
                HAHN AUTOMOTIVE WAREHOUSE, INC.











Hahn Automotive Warehouse, Inc. and Subsidiaries
Index To Consolidated Financial Statements
September 30, 2000



                                                   Page
     Report of Independent Accountants

     Consolidated Balance Sheets at September 30,
     2000 and 1999

     Consolidated Statements of Operations for the
     Years Ended September 30, 2000, 1999 and 1998

     Consolidated Statements of Changes in
     Stockholders' Equity for the Years Ended
     September 30, 2000, 1999 and 1998

<PAGE 30>

     Consolidated Statements of Cash Flows for the
     Years Ended September 30, 2000, 1999 and 1998

     Notes to Consolidated Financial Statements

     Report of Independent Accountants on Financial
     Statement Schedules

     Schedule II - Valuation and Qualifying Account
     Reserves


Report of Independent Accountants




To the Board of Directors and Stockholders of
Hahn Automotive Warehouse, Inc. and Subsidiaries

In  our opinion, the accompanying consolidated balance sheets
and the  related  consolidated statements of operations,
changes  in stockholders'  equity  and  cash flows  present
fairly,  in  all material  respects,  the financial position
of  Hahn  Automotive Warehouse, Inc. and Subsidiaries at
September 30, 2000 and  1999, and  the results of their
operations and their cash flows for the three  fiscal years
ended September 30, 2000, in conformity  with accounting
principles generally accepted in the United States  of
America.   These  financial statements are the responsibility
of the  Company's  management; our responsibility is to
express  an opinion  on  these financial statements based on
our audits. We conducted  our  audits  of these statements  in
accordance with auditing  standards generally accepted in the
United States  of America,  which  require that we plan and perform
the  audit  to obtain   reasonable   assurance  about  whether
the financial statements are free of material misstatement.
An audit includes examining,  on a test basis, evidence
supporting the amounts  and disclosures in the financial
statements, assessing the accounting principles used and
significant estimates made by management, and evaluating  the
overall  financial statement  presentation.  We
believe  that  our  audits  provide a reasonable  basis  for
the opinion expressed above.

PricewaterhouseCoopers LLP
Rochester, New York
November 21, 2000

<PAGE 31>

<TABLE>
<CAPTION>

Hahn Automotive Warehouse, Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands, except share and per share data)


                                            September 30,
                                                         2000      1999
<S>                                                    <C>       <C>
                       Assets
Current Assets:

  Cash                                                  $80       $81
  Marketable securities                                  --       685
  Trade receivables, net of allowance for doubtful
    accounts of $2,197 in 2000 and $2,015 in 1999    16,062    17,577
  Inventory                                          46,192    44,501
  Other current assets                                1,799     2,541
    Total current assets                             64,133    65,385

Property, equipment and leasehold improvements, net   6,016     6,892
Other assets                                          8,802     7,446
                                                    $78,951   $79,723
         Liabilities and Stockholders' Equity

Current Liabilities:

  Current portion of long-term debt and capital
    lease obligations                                $1,253    $1,541
  Accounts payable                                   13,266    12,377
  Compensation related liabilities                    1,613     1,673
  Discontinued operations                               392       604
  Other accrued expenses                              3,925     4,271
    Total current liabilities                        20,449    20,466

Obligations under credit facility                    35,739    36,611
Notes payable - officers and affiliates               1,445     1,445
Other long-term debt                                  1,896     1,995
Capital lease obligations                             2,787     3,196
Other liabilities                                     2,176     2,237

Stockholders' equity:

  Common stock (par value $.01 per share; authorized
    20,000,000 shares; issued and outstanding
    4,745,014 shares in 2000 and 1999)                   47        47
  Additional paid-in capital                         25,975    25,975
  Retained deficit                                  (11,563)  (12,339)
  Accumulated other comprehensive income:
  Unrealized gain on marketable securities, net of
    deferred taxes                                       --        90
    Total stockholders' equity                       14,459    13,773
                                                    $78,951   $79,723

The accompanying notes are an integral part of the financial statements.

</TABLE>
<TABLE>
<CAPTION>

<PAGE 32>

Hahn Automotive Warehouse, Inc. and Subsidiaries
Consolidated Statements of Operations
(In thousands, except share and per share data)

                                          For the
                                        Years Ended
                                        September 30
                                  2000        1999       1998
<S>                          <C>           <C>        <C>
Net sales                      $125,575    $130,998   $133,503
Cost of product sold             77,071      82,002     82,778
  Gross profit                   48,504      48,996     50,725

Selling, general and
  administrative expense         42,587      43,512     44,059
Depreciation and
  amortization expense            1,789       1,775      1,602
  Income from operations          4,128       3,709      5,064

Interest expense                 (3,796)     (3,650)    (3,771)
Service charge and other
  income                            509         399        631
Gain on sale of marketable
  security                          196          --         --
Income (loss) from equity
  investment                        189         (27)      (220)
  Income before provision
    for income taxes              1,226         431      1,704

Provision for income taxes          450         151        665

  Net income                       $776        $280     $1,039

  Basic and diluted net
    income per share              $0.16       $0.06      $0.22
Weighted average shares
  outstanding                 4,745,014   4,745,014  4,745,014

The accompanying notes are an integral part of the financial
statements

</TABLE>
<TABLE>
<CAPTION>

<PAGE 33>

Hahn Automotive Warehouse, Inc. and Subsidiaries
Consolidated Statements of Changes in Stockholders' Equity
(In thousands, except share data)
<S>                              <C>        <C>            <C>


                                       Common  Common   Additional
                                       Stock   Stock     Paid-In
                                       Shares  Amount    Capital
Capital

Balance at September 30, 1997         4,745,014   $47     $25,975

     Components of Comprehensive
      Income:
      Net Income
      Unrealized gain on investment

     Total Comprehensive Income

     Balance at September 30, 1998    4,745,014   $47     $25,975

     Components of Comprehensive
      Income:
      Net Income
      Unrealized loss on investment

     Total Comprehensive Income

     Balance at September 30, 1999    4,745,014   $47     $25,975

     Components of Comprehensive
      Income:
      Net Income
      Unrealized loss on investment

     Total Comprehensive Income

     Balance at September 30, 2000    4,745,014   $47     $25,975


   The accompanying notes are an integral part of the
financial statements.

</TABLE>
<TABLE>
<CAPTION>

Hahn Automotive Warehouse, Inc.
and Subsidiaries Consolidated Statements of Changes in Stockholders' Equity
(In thousands, except share data)
<S>                              <C>        <C>            <C>
                                                Accumulated
                                                    Other
                                       Retained Comprehensive
                                       Earnings     Income     Total

     Balance at September 30, 1997    ($13,658)     $--       $12,364

     Components of Comprehensive
      Income:
      Net Income                         1,039                  1,039
      Unrealized gain on investment                 $158          158

     Total Comprehensive Income                                 1,197

     Balance at September 30, 1998    ($12,619)     $158      $13,561

     Components of Comprehensive
      Income:
      Net Income                           280                    280
      Unrealized loss on investment                  (68)         (68)

     Total Comprehensive Income                                   212

     Balance at September 30, 1999    ($12,339)      $90      $13,773

     Components of Comprehensive
      Income:
      Net Income                           776                    776
      Unrealized loss on investment                  (90)         (90)

     Total Comprehensive Income                                   686

     Balance at September 30, 2000    ($11,563)      $--      $14,459


   The accompanying notes are an integral part of the financial
statements.

</TABLE>
<TABLE>
<CAPTION>

<PAGE 34>

Hahn Automotive Warehouse, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
<S>                               <C>       < <C>      <C>

                                         For the years ended
                                              September 30,
                                           2000    1999   1998
   Cash flows from operating activities:
    Net income                              $776   $280  $1,039
   Items to reconcile net income to cash
       provided by operating activities:
     Depreciation and amortization         1,789  1,775   1,602
     Provision for doubtful accounts         447    142     453
   Change in assets and liabilities:
     Trade receivables                     1,068 (2,124)    947
     Inventory                            (1,691)  (464) (1,521)
     Other assets                           (950)  (260)  1,983
     Accounts payable and other accruals     210    951  (2,058)
      Net cash provided by operating
          activities                       1,649    300   2,445

   Cash flows from investing activities:
    Additions to property, equipment and
    leasehold improvements, net:            (577)  (833)   (279)
    Sale of marketable security              595    --       --
      Net cash provided by (used in)
      investing activities                    18   (833)   (279)

   Cash flows from financing activities:
    Net borrowings under line of credit     (275) 1,965    (996)
    Proceeds from long-term debt and
     demand notes                            249    544   6,119
    Payment of long-term debt and
     demand notes                         (1,193)(1,737) (6,555)
    Payment of notes payable - officers
     and affiliates                          (77)  (149)   (711)
    Payment of capital lease obligations    (372)  (338)   (326)
          Net cash (used in) provided by
           financing activities           (1,668)   285  (2,469)

   Net decrease in cash                       (1)  (248)   (303)
   Cash at beginning of year                  81    329     632
   Cash at end of year                       $80    $81    $329

   Supplemental disclosures of
     cash flow information:
    Cash paid during the year for:
     Interest                             $3,961 $3,656  $3,916
     Income taxes                            $43    $72     $95

   Supplemental disclosure of non-cash
     investing activities:
    Debt issued in connection with
    acquisitions                            $248   $137      --

   Supplemental disclosure of non-cash
     financing activities:
    In January, 1998 the company renewed
       capital lease agreements relating
       to the Rental of Distribution Centers  --    --   $3,768

  The accompanying notes are an integral part of the financial
statements.

</TABLE>

<PAGE 35>

Hahn Automotive Warehouse, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Amounts in Thousands, Except Share and Per Share Data)
September 30, 2000

1. Summary of Accounting Policies

The Company

The Company sells and distributes automotive aftermarket parts
in the wholesale market through its network of warehouses and
jobber facilities along the Eastern Seaboard and in the
Midwest.

Principles of Consolidation

The  consolidated financial statements include  the  accounts
of Hahn Automotive Warehouse, Inc. and its wholly-owned
subsidiaries (the  "Company").  All significant intercompany
transactions have been eliminated.

Marketable Security

In Fiscal 1999, the Company classified its marketable security
as available-for-sale,  as  defined by the  Statement  of
Financial Accounting  Standards ("SFAS") No. 115, "Accounting
for  Certain Investments in Debt and Equity Securities."  Prior
to the sale of this  security,  unrealized holding  gains  and
losses,  net  of deferred income taxes, were reflected as a
separate component  of stockholders' equity accordingly.

Inventory

Inventory consists primarily of automotive replacement parts
and accessories  and is stated at the lower of cost,  on  a
last-in, first-out ("LIFO") basis, or market.  The replacement
cost of the inventory  exceeded  the LIFO value by
approximately  $2,879  and $2,992 at September 30, 2000 and
1999, respectively.

Property, Equipment and Leasehold Improvements

Property, equipment and leasehold improvements are stated at
cost and  are depreciated over their estimated useful lives
using  the straight-line   method.   Major  renewals  and
betterments are capitalized.    Maintenance,  repairs  and
minor  renewals are expensed  as incurred.  When properties are
retired or  otherwise disposed  of,  the related cost and
accumulated depreciation  are removed from the accounts.

<PAGE 36>

Assets Under Capital Leases

Leases  which  meet the capital lease criteria of  SFAS  No.
13, "Accounting  for Leases", are recorded as assets and
obligations at  the lesser of the present value of future
rental payments  or the fair market value of the leased
property at the inception  of the  lease.  Amortization of
capitalized leased property has been provided using the
straight-line method over the estimated useful lives of the
assets.

Intangible Assets

Goodwill  is amortized using the straight-line method over
lives ranging from 20 to 30 years.  Deferred financing costs
are  being amortized  using the straight-line method over the
term  of  the Credit Facility Agreement (see Note 5). The
Company expenses preopening  costs at new stores as they are
incurred.   Included  in Other  assets  at  September 30, 2000
and 1999 was  approximately $1,253  and  $922, respectively, of
accumulated  amortization  on goodwill and deferred financing
costs.

Revenue Recognition

The Company recognizes revenue upon shipment of product.

Advertising

Advertising expenses are charged to operations during the year
in which  they  are incurred and were approximately $548,  $702
and $786  for  the  years ended September 30, 2000,  1999  and
1998, respectively.


Comprehensive Income

During  Fiscal 1999, the Company adopted SFAS No. 130,
"Reporting Comprehensive Income".  This statement establishes
rules for  the reporting   of   comprehensive   income   and
its   components. Comprehensive income consists of net income
and unrealized  gains (losses)  on  an  investment  held as
available-for-sale  and  is presented   in   the  Consolidated
Statements  of   Changes   in Stockholders' Equity.


<PAGE 37>


Income Taxes


The  Company  accounts  for  income taxes  under  SFAS  No.
109, "Accounting  for  Income  Taxes".  This  statement
requires  the recognition  of  deferred  tax assets  and
liabilities  for  the expected future tax consequences of
temporary differences between the carrying amounts and the tax
basis of assets and liabilities.


Net Income Per Share


The  Company  calculates net income per share in accordance
with SFAS No. 128, "Earnings Per Share".  Basic EPS is computed
as net earnings divided by the weighted-average number of
common  shares outstanding  for the period.  Diluted EPS
reflects the  potential dilution  that  could occur from common
shares  issuable  through stock-based compensation including
stock options.


Impairment of Long-Lived Assets


In  accordance with SFAS No. 121, "Accounting for the
Impairment of  Long-Lived  Assets and for Long-Lived Assets to
Be  Disposed Of",   the  Company  continually  evaluates  the
existence   of impairment     of   long-lived   assets   based
upon   projected, undiscounted net cash flows of the respective
operation.

Use of Estimates in the Preparation of Financial Statements

The  preparation  of  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 and disclosure of
contingent assets and liabilities  at  the  date of the
financial  statements  and  the reported  amounts of revenues
and expenses during  the  reporting period.  Actual results
could differ from those estimates.

Disclosure about Fair Value of 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.

    Current Assets and Liabilities - The carrying amount of cash
and equivalents, other assets and accrued liabilities
approximate fair value because of the short maturity of those
instruments.

    Long-Term Debt - The carrying value of the Company's long-term
debt approximates fair value at the balance sheet date.

<PAGE 38>

Concentration of Credit Risk

The Company provides credit, in the normal course of business,
to jobber  customers in the automotive aftermarket.   The
Company's customers  are not concentrated in any one geographic
region  nor does  any  single  customer account for a
significant  amount  of sales  or  accounts  receivable.   The
Company  performs  credit evaluations  of  its  customers  and
maintains  allowances   for potential  credit losses which,
when realized, have  been  within the range of management's
expectations.

Reclassifications

The Fiscal 1999 and 1998 financial statements and related
footnote amounts have been made to conform to the Fiscal 2000
presentation.

2. Marketable Security

During   Fiscal  2000,  the  Company  sold  its  only
marketable security,  a  zero  coupon bond purchased as
collateral  against liability  claims  for  which the Company
is  self-insured.   The marketable security held at September
30, 1999 was classified  as available-for-sale and is
summarized as follows:
                           Market Unrealized
                    Cost     Value     Gain

September 30, 1999

Debt Security:

  Zero Coupon Bond   $550     $685     $135



3. Property, Equipment and Leasehold Improvements

Property, equipment and leasehold improvements  consist  of
   the following:

                                 September 30,   Useful
                                                 Lives
                                  2000    1999   (Years)


Land                                $25    $25      -
Building                            887    880   10 - 30
Building under capitalized leases 4,422  4,422     10
Leasehold improvements            2,175  2,251     10
Computer equipment                2,489  2,484      6
Furniture and fixtures            3,980  4,314      8
Vehicles                          2,632  2,996    4 - 5

                                 16,610 17,372

 Less -  Accumulated
     depreciation and
     amortization                10,594 10,480


                                  6,016  6,892

<PAGE 39>

Depreciation  and  amortization  expense  related  to
property, equipment   and  leasehold  improvements  for  the
years   ended September  30,  2000,  1999  and 1998 was
approximately  $1,453, $1,554   and   $1,440,  respectively.
Included  in   accumulated depreciation and amortization at
September 30, 2000 and 1999  was approximately  $1,557  and
$1,115, respectively,  of  accumulated amortization on capital
leases.

4. Investment in Equity Affiliate

The  Company  owns a 37.5 percent interest in Autoworks  Ltd.,
a corporate  joint venture, which is located in Tel  Aviv,
Israel. The  Company accounts for its investment under the
equity  method of  accounting  because  the Company  is  not
able  to  exercise effective   control over   the   operations.
The   Company's proportionate  share of shareholder's equity as
of September  30, 2000  and 1999 was $469 and $6, respectively,
and is included  in Other assets.


      In  addition, the Company has issued debt to Autoworks
Ltd. in  the  form of a note receivable.  The balance
outstanding  was $874  and $827, including accrued interest,
and is classified  in Other assets as of September 30, 2000 and
1999, respectively.

   Summarized financial information for Autoworks Ltd. is as
follows:


                             September 30,
                           2000        1999

Current assets             $4,142       $2,729
Noncurrent assets             114          113
Total assets               $4,256       $2,842

Current liabilities        $1,253       $1,602
Noncurrent liabilities        265          871
Shareholders loans and
 equity                     2,738          369
Total liabilities and
 equity                    $4,256       $2,842


<PAGE 40>


                Fiscal Years ended September 30,
                    2000       1999        1998

Revenues          $5,422      $3,527      $2,643
Gross profit      $1,608        $978        $624
Net income (loss)   $378        ($72)      ($587)

      For  the  Fiscal Years ending September 30, 2000, 1999
and 1998, respectively, Income (loss) from Equity Investment
includes the  Company's proportionate share of Autoworks Ltd.
net  income (loss)  of  $142, ($27) and ($220), and interest
income  on  the outstanding note receivable of $47 in Fiscal
2000.

5. Long-Term Debt

Long-term debt includes the following:

                               September 30,
                              2000      1999

Credit Facility Agreement   $36,239   $37,113
Notes payable-officers
 and affiliates               1,445     1,522
Other long term debt          2,240     2,585
                             39,924    41,220

  Less - Current portion        844     1,169


  Long-term portion         $39,080   $40,051


The  Company  is  subject  to a Credit  Facility  Agreement
that expires on October 22, 2002 and provides a revolving
credit note, subject  to  a  borrowing  base, up  to  a
maximum  of  $50,000. Borrowings  under the Credit Facility
Agreement bear interest  at an  annual  rate  equal to, at the
Company's option,  either  (a) LIBOR  plus 1.75% to 2.5%,
dependent upon the Company's financial performance,  or  (b)
the  bank prime  rate  plus  0%  to  .75%, dependent  upon the
Company's financial performance.   LIBOR  and prime were 6.62%
and 9.5%, respectively, at September 30, 2000.

The  Credit  Facility  Agreement is  collateralized  by  a
first priority  security  interest  on substantially  all
present  and future  assets of the Company and is guaranteed up
to  a  maximum amount  of  $2.5  million  by  the Estate  of
Michael  Futerman. Mortgages  on certain real estate were
pledged as collateral  for the estate's guarantee.  These
obligations are now guaranteed  by the  Estate  of Michael
Futerman.  The Credit Facility  Agreement contains  covenants
and restrictions, including  limitations  on indebtedness,
liens,  leases,  mergers  and  sales  of   assets, investments,
dividends, stock purchases and  other  payments  in accordance
with   capital  stock   and   cash   flow   coverage
requirements.   Restrictive covenants include  maintenance  of
a minimum  tangible net worth and a minimum fixed  charge
coverage ratio.   The  Company  was in compliance with  all
covenants  or appropriate waivers were obtained.

<PAGE 41>

The  Company has outstanding promissory notes ("Notes") with
the former  Chairman of the Board of Directors and with the
President and  Chief Executive Officer of the Company.  The
Notes which are due in October, 2003, bear interest which is
payable monthly,  at the  annual rate of 12%.  The Company is
also subject to a number of other debt agreements, including
mortgages, which comprise the balance of long-term debt.

Annual  maturities of long-term debt for subsequent fiscal
years are  approximately: 2001 - $844; 2002 - $1,615; 2003  -
$35,749; 2004 - $1,539; 2005 - $86; and thereafter - $91.

6. Commitments and Contingencies

Leases

The Company leases facilities from unrelated and related
parties. Certain  of the related party leases have been
accounted  for  as capital leases under SFAS No. 13.

Payments made for capital leases amounted to $681, $683 and
$540 for  the  Fiscal Years ended September 30, 2000, 1999, and
1998, respectively.

The  Company  also  leases warehouse and jobber facilities
under noncancellable  operating lease agreements, which expire
through 2008.  Most of these operating leases include
provisions for rent escalations  and  increases in operating
expenses  (real  estate taxes,  insurance and maintenance).
Rent expense related to  all facility  operating leases totaled
approximately  $2,775,  $2,850 and  $2,911,  which  included
approximately $1,835,  $1,873,  and $1,616  of  payments  to
related parties  for  the  years  ended September 30, 2000,
1999 and 1998, respectively.

In   addition,   the  Company  leases  various  equipment
under noncancellable operating lease agreements expiring
through  2005. Rent  expense  related to all equipment
operating leases  totaled approximately $189, $293 and $460,
for the years ended  September 30, 2000, 1999 and 1998,
respectively.

<PAGE 42>

Future  minimum rental payments under noncancellable  leases
for fiscal years subsequent to September 30, 2000 are as
follows:


                           Capital         Operating
                           Leases           Leases
                           Related     Related
                           Parties     Parties    Other

2001                           $681     $1,605   $1,296
2002                            575      1,414      952
2003                            575      1,236      743
2004                            575        874      449
2005                            575        598       47
Thereafter                    1,383      1,365        4


                              4,364     $7,092   $3,491

  Less- Interest portion      1,168

                              3,196

  Less - Current portion        409

  Long-term portion          $2,787

   Contingencies

The  Company is a defendant in certain lawsuits which have
arisen in the ordinary course of business.  Management is of
the opinion that  such lawsuits will not result in any material
liability  to the Company.  Accordingly, no provision for loss
has been made in the financial statements related to these
matters.

<PAGE 43>

  Uncertainties Related to the Bankruptcy of Autoworks, Inc.

On   July  24,  1997,  the  Company's  wholly  owned
subsidiary, Autoworks, Inc., filed for bankruptcy protection
under Chapter 11 of  the  United  States Bankruptcy Code.  On
April  22,  1998,  a Settlement  Agreement  and Release
("Settlement  Agreement")  was negotiated  between  the
Company  and  the  Official   Unsecured Creditors' Committee
("Committee").  The Settlement Agreement was approved  by  the
bankruptcy court on June 18, 1998.   Under  the Settlement
Agreement,  as  amended on  November  18,  1999,  the Company
agreed  to  make certain payments in  exchange  for  the
Committee's  release of the Company from all claims.   In
Fiscal 2000,  the Company paid $353 to the Creditor Trust and
is due  to make  payments of the same amount in both fiscal
2001  and  2002. Such payments are appropriately reserved for
by the Company.  The Company has also reserved for the present
value of future minimum rental  payments of Autoworks, Inc.
that were guaranteed  by  the Company.   The  current portion
of such reserves is presented  on the  Discontinued operations
line of current liabilities and  the long-term portion in Other
liabilities.  The combined reserve  was $1,077 and $1,372
as of September 30, 2000 and 1999, respectively. During  Fiscal
2000 the bankruptcy court  approved  the Autoworks,   Inc.
Plan   of   Reorganization   which   included establishing a
Creditor Trust to make distributions to  creditors under the
plan.

7.   Income Taxes

Income  tax  expense (benefit) is comprised of the following
   for the years ended September 30:

                         2000    1999   1998

 Current:
  Federal                $  -    $  -   $  -
  State                    20      20     33

Deferred:                 430     131    632
  Total provision for
  income tax             $450    $151   $665


Temporary differences which give rise to deferred tax assets
   and liabilities at September 30 are as follows:

                                   2000      1999

Accounts receivable                $522     $470
Inventory                        (1,034)    (993)
Accrued liabilities               1,293    1,490
Deferred compensation               163      174
Other                                68       98
Net operating loss carry forwards 2,402    2,679


   Net deferred tax assets       $3,414   $3,918


The  Company  believes  it will have adequate  future  income
to offset   all  deferred  tax  assets.   The  net  operating
loss carryforwards are available to use through 2019.

Actual tax expense differs from the expected tax expense
computed by  applying the Federal statutory rate to income from
continuing operations  before income taxes due principally to
state  income taxes.

<PAGE 44>

8. Employee Retirement Plan

The  Company  has a 401(k) profit sharing plan for  all
eligible employees.   Under the plan, employees are entitled to
contribute up  to 15% of their base salary, and the Company
will match up to 15% of the employee's contributions.  The
Company may also make a discretionary  contribution at year
end.  The Company's  matching contribution  under the plan will
be approximately  $96  for  the Fiscal  Year ended September
30, 2000, and was $105 and  $99  for the years ended September
30, 1999 and 1998, respectively.

9. Net Income Per Share

Net income per share was calculated as follows for the Fiscal
   Years ended September 30:

                               2000       1999      1998
Basic and Diluted Earnings
  Per Share

Basic and Diluted Shares
  Outstanding:
   Weighted average number
    of shares outstanding  4,745,014   4,745,014  4,745,014

Net income                      $776        $280     $1,039

Basic and Diluted EPS          $0.16       $0.06      $0.22


The  potential exercise of outstanding stock
options of  354,207, 419,258,  and  550,450  at
September 30,  2000,  1999  and  1998,
respectively, has not been included in the
calculation of diluted EPS since the effect would
be antidilutive.

10.  Stockholders' Equity and Stock Options

The  Company  has  two stock option plans which
provide  for  the granting  of options of up to
750,000 shares of stock to officers and  key
employees  of the Company and an  aggregate  of
40,000 shares  to non-employee directors at the
fair value of the common stock  at the date of
grant.  The options have a maximum duration of
ten years and may be exercised in cumulative
annual increments of  33  1/3% commencing one
year after the date of grant.  During Fiscal
1998, the stockholders of the Company approved a
plan  to reduce the exercise price of 202,780
outstanding options from the original exercise
prices ranging from $8.00 to $12.50 to a  range
of  $6.80 to $9.38. During Fiscal 1999 the plan
related  to  nonemployee directors expired.
Company management is in the process of
evaluating  an  amendment to the  pre-existing
plan  or  the creation of a new plan.

<PAGE 45>

The following table summarizes the Company's
stock option transactions:

                                           Option
                                            Price
                                            Range
                            Shares         Per Share


Options outstanding -
  October 1, 1997          560,329       $7.50 to $30.69

 Exercised                      -               -

 Expired                   (65,649)      $6.00 to $15.25

 Granted                    55,770       $6.00 to $ 6.25


Options outstanding -
 September 30, 1998        550,450       $6.00 to $30.69

 Exercised                      -               -

 Expired                  (176,192)      $6.00 to $30.69

 Granted                   45,000       $2.25 to $ 3.50

Options outstanding -
 September 30, 1999        419,258       $2.25 to $13.75

 Exercised                      -               -

 Expired                   (65,051)      $2.25 to $12.75

 Granted                        -               -


Options outstanding -
 September 30, 2000        354,207       $3.50 to $13.75

Options exercisable -
 September 30, 2000        337,040       $3.50 to $13.75

SFAS No. 123, "Accounting for Stock Based
Compensation", requires companies to recognize
compensation expense for grants  of  stock
options,  or provide pro forma disclosures
relative to  what  the effect  of  such
accounting recognition would  have  been.   The
Company has elected to continue using Accounting
Principles Board Opinion (APB) No. 25,
"Accounting for Stock Issued to Employees".
Therefore,  in  accordance  with SFAS No.  123,
no  compensation expense has been recorded,
however pro forma disclosures  of  net income and
earnings per share have been provided below as if
SFAS No. 123 had been adopted.

Pro  forma  income  and  income per share
information  has  been determined  as  if the
Company had accounted for  employee  stock
options  under SFAS No. 123's fair value method.
The fair  value of  these  options  was estimated
at grant date  using  a  BlackScholes  option
pricing model with the following weighted-average
assumptions for 2000 and 1999, respectively:

<PAGE 46>

                                     2000      1999

Dividend yields                        0%        0%
Volatility factors of the expected
  market price of the Company's
  common stock                     75.34%    75.34%
Expected option life              5 years   5 years
Interest rates on the dates
  of the grant, with the maturity
  equal to the expected term   4.56%-4.60%  4.56%-4.60%

For  purposes of pro forma disclosures, the
estimated fair  value of  the options is
amortized to expense over the options' vesting
period (3 years).  The weighted average exercise
price of options outstanding was $8.46 and $7.44
at September 30, 2000  and  1999, respectively.
There were no options granted in Fiscal 2000.
The weighted average fair value of options
granted in Fiscal 1999 and Fiscal 1998 was $2.94
and $5.88, respectively, for options  whose stock
price on the date of grant equaled the exercise
price.  The pro  forma compensation expense the
Company would have recognized before  applicable
tax benefits was $64, $132 and $274  in  2000,
1999 and 1998, respectively.  The Company's pro
forma information is as follows:

                               2000    1999   1998

Pro forma net income           $735    $194   $872
Pro forma basic and diluted
 net income per share         $0.15   $0.04  $0.18

This disclosure is not likely to be
representative of the effects on reported  income
for future years, since options  fully  vest over
three  years and additional options have
historically  been granted each year.

<PAGE 47>

11.Business Segment Information

Effective  September  30,  1999,  the  Company
has  adopted  the provisions  of  SFAS No. 131,
"Disclosures about Segments  of  an Enterprise
and Related Information."  This statement
establishes annual  and  interim  reporting
standards  for  an  enterprise's operating
segments and related disclosures about  its
products, services, geographic areas and major
customers.  Adoption of this statement  had no
impact on the Company's consolidated  financial
position,  results  of  operations or  cash
flows.   Comparative information for earlier
years has been restated.  Restatement  of
comparative  information for interim periods in
the initial  year of                    adoption
is to be reported for interim periods in the
second year  of  application.  The Company reports its
operating results in two   segments:   direct
distribution  and   full   service distribution.
Segment   selection  was   based   on   internal
organizational  structure, the way in which  the
operations  are managed  and  their performance
evaluated by management  and  the Company's
Board  of  Directors,  the  availability  of
separate financial   results,   and   materiality
considerations.    The accounting  policies  of
the segments  are  the  same  as  those described
in the summary of significant accounting
policies.  The Company evaluates performance
based on operating profits  of  the respective
business units.

Information concerning the Company's Business
Segments for Fiscal 2000, 1999, and 1998 is as
follows:
                                    2000      1999      1998
  Net Sales to Customers
    Full Service Distribution     $107,653  $111,744  $113,584
    Direct Distribution             17,922    19,254    19,919
   Total Net Sales to Customers   $125,575  $130,998  $133,503

  Income from Operations
    Full Service Distribution       $4,085    $3,243    $4,388
    Direct Distribution                 43       466       676
   Total Income from Operations     $4,128    $3,709    $5,064
  Interest Expense                  (3,796)   (3,650)   (3,771)
  Other Income                         894       372       411
  Consolidated Pre Tax Income       $1,226      $431    $1,704

  Identifiable Assets
    Full Service Distribution      $72,434    $73,152   $72,383
    Direct Distribution              6,517      6,571     5,928
   Total Identifiable Assets       $78,951    $79,723   $78,311

  Capital Expenditures
    Full Service Distribution         $594       $846      $406
    Direct Distribution                 26         20        38
   Total Capital Expenditures         $620       $866      $444

  Depreciation and Amortization
    Full Service Distribution       $1,632     $1,584    $1,417
    Direct Distribution                157        191       185
   Total Depreciation and
    Amortization                    $1,789     $1,775    $1,602

<PAGE 49>

12.Quarterly Financial Data

The following tables set forth the unaudited
quarterly results of continuing  operations  for
each of the fiscal  quarters  in  the years ended
September 30, 2000 and 1999:

                   Dec. 31     Mar. 31    June 30
Fiscal 2000

Net Sales          $29,498     $30,927    $33,464

Gross profit       $11,433     $11,862    $12,580

Net Income (loss)    ($194)        $59       $288

Net income (loss)
 per share          ($0.04)      $0.01      $0.06

Fiscal 1999

Net Sales          $29,869     $32,347    $35,044

Gross profit       $11,385     $11,914    $12,871

Net income (loss)    ($268)       ($67)      $293

Net income (loss)
 per share           ($0.06)     ($0.01)     $0.06


                   Sept. 30     Year

Fiscal 2000

Net sales          $31,686    $125,575

Gross profit       $12,629     $48,504

Net income (loss)     $623        $776

Net income (loss)
 per share           $0.13       $0.16


Fiscal 1999

Net sales          $33,738    $130,998

Gross profit       $12,826     $48,996

Net income (loss)     $322        $280

Net income (loss)
 per share           $0.07       $0.06


<PAGE 50>

              Report of Independent Accountants
                  on Financial Statement Schedule

To the Board of Directors and Shareholders of
Hahn Automotive Warehouse, Inc. and Subsidiaries


Our  audits of the consolidated financial statements referred
to in  our  report dated November 21, 2000, appearing in this
Annual Report  on  Form  10-K, also included an audit of  the
financial statement schedule listed in Item 14(a)(2) of this
Form 10-K.  In our  opinion, this financial statement schedule
presents  fairly, in  all material respects, the information
set forth therein when read  in  conjunction  with  the
related  consolidated  financial statements.



PricewaterhouseCoopers LLP
Rochester, New York
November 21, 2000


<PAGE 51>

Hahn Automotive Warehouse, Inc.
Schedule II - Valuation and Qualifying Account Reserves
For the Years Ended September 30, 2000, 1999 and 1998
(Amounts in thousands)

                                                   Additions
                                     Balance at    Charged to
                                     Beginning     Costs and
                                     of Period     Expenses
         Description

2000 Allowance for doubtful accounts
        and notes receivable          $2,015          $447

1999 Allowance for doubtful accounts
        and notes receivable          $2,719           $142

1998 Allowance for doubtful accounts
            and notes receivable      $3,230           $453




Hahn Automotive Warehouse, Inc.
Schedule II - Valuation and Qualifying Account Reserves
For the Years Ended September 30, 2000, 1999 and 1998
(Amounts in thousands)

                                   Deductions    Balance at
         Description                            End of Period

2000 Allowance for doubtful accounts
        and notes receivable          ($265)          $2,197

1999 Allowance for doubtful accounts
        and notes receivable          ($846)          $2,015

1998 Allowance for doubtful accounts
            and notes receivable      ($964)          $2,719









<PAGE 52>

                        EXHIBITS FILED WITH
                             FORM 10-K
                                 OF
                  HAHN AUTOMOTIVE WAREHOUSE, INC. FOR FISCAL
                             YEAR ENDED


                         September 30, 2000

                         FORMING A PART OF
                ANNUAL REPORT PURSUANT TO SECTION 13 OF  OR
                15(d) THE SECURITIES EXCHANGE ACT OF 1934



                          EXHIBIT INDEX

Exhibit 3.1          Restated Certificate of Incorporation
               of Hahn (Exhibit 3.1 to The Company's
               registration Statement on Form S-1 (No. 33-
               48694)  as  filed with the SEC on January 19,
               1993)*

Exhibit 3.2          Amended  and  Restated By- Laws  of Hahn
               (Exhibit 3 to Hahn's Quarterly Report  on Form
               10-Q  for quarterly  period  ended  March  31,
               1994)*

Exhibit 4.1          Shareholders' Agreement, dated
               September 30,  1994,  between  Hahn and  David
               Appelbaum (Exhibit 4.1 to Hahn's Annual Report
               on Form 10K  for  the  Fiscal  Year ended
               September  30, 1994)*

Exhibit 10.1         1992  Stock Option Plan (Exhibit 10.1
               to Hahn's Registration Statement on Form S-1
               (No. 33-48694) as filed with the SEC on
               January  19, 1993)*

Exhibit 10.2         Amendment No. 1 to 1992 Stock Option
               Plan (Exhibit A to Hahn's 1995 Proxy Statement)*
               Exhibit 10.3 Amendment No. 2 to 1992 Stock Option Plan
               (Exhibit A to Hahn's 1996 Proxy Statement)*

Exhibit 10.3         Amendment No. 2 to 1992 Stock Option Plan
               (Exhibit A to Hahn's 1996 Proxy)*

Exhibit 10.4         Stock  Option Agreement, dated April 29,
               1994, between Hahn and Eli N. Futerman
               (Exhibit 10.3  to  Hahn's Quarterly Report on
               Form  10-Q for the quarterly period ended June
               30, 1994)*

Exhibit 10.5         1993  Stock  Option Plan for Non-Employee
               Directors (Exhibit 4 to Hahn's Quarterly
               Report on  Form  10-Q  for the quarterly
               period  ended March 31, 1994)*

Exhibit 10.6         Amended  and Restated Selective Incentive
               Plan  Agreement,  dated June 9,  1992,
               between Hahn  and  Eli  N.  Futerman (Exhibit
               10.2  to Hahn's Registration Statement on Form
               S-1  (No. 33-48694) as filed with the SEC on
               January  19, 1993)*

<PAGE 53>

Exhibit 10.7         Amended  and Restated Selective Incentive
               Plan  Agreement,  dated June 9,  1992,
               between Hahn  and Timothy Vergo (Exhibit 10.3
               to Hahn's Registration  Statement on Form  S-1
               (No.  3348694)  as  filed with the SEC on
               January  19, 1993)*

Exhibit 10.8         Amended  and Restated Selective Incentive
               Plan  Agreement,  dated June 9,  1992,
               between Hahn  and  Albert J. Van Erp (Exhibit
               10.4  to Hahn's Registration Statement on Form
               S-1  (No. 33-48694) as filed with the SEC on
               January  19, 1993)*

Exhibit 10.9         Amended  and Restated Selective Incentive
               Plan  Agreement,  dated June 9,  1992,
               between Hahn  and  Daniel J. Chessin (Exhibit
               10.5  to Hahn's Registration Statement on Form
               S-1  (No. 33-48694) as filed with the SEC on
               January  19, 1993)*

Exhibit 10.10        Deferred  Compensation  Agreement, dated
               April  1,  1990, between Naftali  Futerman
               and Hahn   (Exhibit  10.7  to  Hahn's
               Registration Statement on Form S-1 (No. 33-
               48694)  as  filed with the SEC on January 19,
               1993)*

Exhibit 10.11        Lease Agreement, executed June 10, 1992,
               between  Michael Futerman as landlord and
               Hahn as  tenant, as amended (Exhibit 10.89 to
               Hahn's Registration  Statement on Form  S-1
               (No.  3348694)  as  filed with the SEC on
               January  19, 1993)*

Exhibit 10.12        Letter  Agreement Lease  Amendment dated
               September 30, 1993 between Michael Futerman
               and Hahn  Automotive Warehouse, Inc. (Exhibit
               10.13 to  Hahn's Annual Report on Form 10-K  for
               the Fiscal Year ended September 30, 1998)*

Exhibit 10.13       Second Amendment to Lease Agreement, dated
               May  1997,  between Michael Futerman  and
               Hahn Automotive  Warehouse, Inc. (Exhibit
               10.14  to Hahn's  Annual  Report on  Form  10-K
               for  the Fiscal Year ended September 30,
               1998)*

<PAGE 54>

Exhibit 10.14       Second Amendment to Lease Agreement, dated
               May,   1997   between  the   Michael
               Futerman Irrevocable    Trust   and   Hahn
               Automotive Warehouse, Inc. (Exhibit 10.15 to
               Hahn's Annual Report  on Form 10-K for the
               Fiscal Year  ended September 30, 1998)*

Exhibit 10.15       Third Amendment to Lease Agreement between
               Michael Futerman and Hahn Automotive
               Warehouse, Inc. (Exhibit 10.16 to Hahn's
               Annual Report  on Form  10-K  for the Fiscal
               Year ended September 30, 1998)*

Exhibit 10.16         Fourth   Amendment  to  Lease Agreement
               between  Michael  Futerman and Hahn
               Automotive Warehouse, Inc. (Exhibit 10.17 to
               Hahn's Annual Report  on Form 10-K for the
               Fiscal Year  ended September 30, 1998)*

Exhibit 10.17         Amendment  to  Lease  Agreement between
               Michael  Futerman and Sara Futerman as
               Landlord and Hahn Automotive Warehouse, Inc.,
               as tenant. (Exhibit 10.18 to Hahn's Annual
               Report on  Form 10-K  for  the Fiscal Year
               ended September  30, 1998)*

Exhibit 10.18         Lease   Agreement  between  the Michael
               Futerman  Living  Trust as Landlord,  and
               Hahn Automotive Warehouse, Inc., as tenant.
               (Exhibit 10.19 to Hahn's Annual Report on
               Form 10-K  for the Fiscal Year ended
               September 30, 1998)*

Exhibit 10.19        Lease Agreement, executed June 10, 1992,
               between Eli N. Futerman as landlord and Hahn
               as tenant,  as  amended (Exhibit  10.9  to
               Hahn's Registration  Statement on Form  S-1
               (No.  3348694),  as  filed with the SEC on
               January  19, 1993)*

Exhibit 10.20        Letter  Agreement Lease Amendment, dated
               October  4,  1993, between Eli N. Futerman
               and Hahn  Automotive Warehouse, Inc. (Exhibit
               10.21 to  Hahn's Annual Report on Form 10-K  for
               the Fiscal Year ended September 30, 1998)*

Exhibit 10.21        Letter  Agreement Lease Amendment, dated
               September 30, 1996, between Eli N. Futerman
               and Hahn  Automotive Warehouse, Inc. (Exhibit
               10.22 to  Hahn's Annual Report on Form 10-K  for
               the Fiscal Year ended September 30, 1998)*

Exhibit 10.22        Third Amendment to Lease, between Eli N.
               Futerman,   as  landlord  and  Hahn
               Automotive Warehouse,  Inc.,  as tenant
               (Exhibit  10.2  to Hahn's  Quarterly Report
               on Form 10-Q  for  the quarter ended March
               31, 1999)*

<PAGE 55>

Exhibit 10.23        Lease Agreement, executed June 11,1992,
               between EDR Associates as landlord and Hahn
               as tenant  (Exhibit  10.10 to Hahn's
               Registration Statement on Form S-1 (No. 33-
               48694)  as  filed with the SEC on January 19,
               1993)*

Exhibit 10.24        Letter  Agreement Lease  Amendment dated
               September  1, 1993, between EDR Associates
               and Hahn  Automotive Warehouse, Inc. (Exhibit
               10.24 to  Hahn's Annual Report on Form 10-K  for
               the Fiscal Year ended September 30, 1998)*

Exhibit 10.25        Amendment to Lease Agreement between EDR
               Associates,  as  landlord, and Hahn
               Automotive Warehouse,  Inc.,  dated  November
               17,   1998. (Exhibit  10.1  to Hahn's
               Quarterly  Report  on Form  10-Q  for the
               quarter ended December  31, 1998)*

Exhibit 10.26        Lease Agreement, fully executed June 11,
               1992, between Eli Futerman, Daphne Futerman
               and Rina  F. Chessin as landlord and Hahn as
               tenant (Exhibit 10.11 to Hahn's Registration
               Statement on  Form  S-1 (No. 33-48694) as
               filed with  the SEC on January 19, 1993)*

Exhibit 10.27        Amendment to Lease Agreement between Eli
               Futerman, Daphne Futerman and Rina F. Chessin,
               as  landlord,  and  Hahn Automotive
               Warehouse, Inc.,  dated  January, 1999.
               (Exhibit  10.1  to Hahn's  Quarterly Report
               on Form 10-Q  for  the quarter ended March
               31, 1999)*

Exhibit 10.28        Lease Agreement, executed June 12, 1992,
               between  Futerman Associates  as  landlord
               and Hahn   as  tenant  (Exhibit  10.12  to
               Hahn's Registration  Statement on Form  S-1
               (No.  3348694)  as  filed with the SEC on
               January  19, 1993)*

Exhibit 10.29        Sublease  Agreement,  executed  June 10,
               1992,  between  415  West  Main  St.,  Inc.
               as landlord  and Hahn as tenant (Exhibit
               10.13  to Hahn's Registration Statement on
               Form S-1  (No. 33-48694) as filed with the
               SEC on January  19, 1993)*

Exhibit 10.30        Amendment  to  Sublease Agreement, dated
               December  21, 1994, between 415 West Main
               St., Inc.  and Hahn (Exhibit 10.15 to Hahn's
               Annual Report  on Form 10-K for the Fiscal
               Year  ended September 30, 1994)*

<PAGE 56>

Exhibit 10.31        Lease  Agreement, dated October 1, 1989,
               between  Eli N. Futerman as lessor and Hahn
               as lessee  for  lease  of computer
               equipment,  as amended  and assigned (Exhibit
               10.19 to  Hahn's Registration  Statement on Form  S-1  (No.
               3348694),  as  filed with the SEC on January
               19, 1993)*

Exhibit 10.32        Master  Equipment Lease Agreement, dated
               April   19,   1994,  between  Hahn, Autoworks
               Holdings, Inc., Autoworks, Inc. and Fleet
               Bank (Exhibit 10.22 to Hahn's Annual Report
               on  Form 10-K for the year ended September 30, 1994)*

Exhibit 10.33        Amendment  to  Addendum to  Master Lease
               Agreement  dated  June 26, 1996  between
               Fleet Bank  of  New  York  as  lessor  and
               Hahn  and Autoworks as lessees dated June 26,
               1996*

Exhibit 10.34       Trademark License and Marketing Agreement,
               effective  May  1,  1988,  between  Auto
               Value Associates,  Inc.  and Hahn (Exhibit
               10.22  to
               Hahn's Registration Statement on Form S-1
               (No. 33-48694) as filed with the SEC on
               January  19, 1993)*

Exhibit 10.35         Shareholders'  Agreement,  dated  as of
               December 15, 1983, among Auto Value Associates, Inc.
               and  the shareholders  of  Auto   Value
               Associates,  Inc., including Hahn,  as
               amended (Exhibit 10.23 to Hahn's Registration Statement
               on  Form  S-1 (No. 33-48694) as filed with
               the SEC on January 19, 1993)*

Exhibit 10.36        Hahn's  Promissory Note, dated  April 1,
               1992,  in  the principal amount of $250,000
               in favor  of  Eli  N. Futerman (Exhibit10.27
               to Hahn's Registration Statement on Form S-1
               (No. 33-48694) as filed with the SEC on
               January  19, 1993)*

Exhibit 10.37        Hahn's  Promissory Note, dated  April 1,
               1992,  in  the principal amount of $250,000
               in favor  of  Michael Futerman (Exhibit10.28
               to Hahn's Registration Statement on Form S-1
               (No. 33-48694) as filed with the SEC on
               January  19, 1993)*

<PAGE 57>

Exhibit 10.38        Hahn's  Promissory Note, dated  April 1,
               1992,  in  the principal amount of $250,000
               in favor  of  Naftali Futerman (Exhibit 10.29
               to Hahn's  Registration Statement on Form  S- 1
               (No. 33-48694) as filed with the SEC on
               January  19, 1993)*

Exhibit 10.39        Hahn's  Amended  and Restated Promissory
               Note,  dated  as of February 1,  1996,  in
               the original  principal  amount  of
               $1,650,000  in favor  of  Michael Futerman
               (Exhibit  10.2  to Hahn's  Quarterly Report
               on Form 10-Q  for  the quarter ended June 30,
               1996)*

Exhibit 10.40        Hahn's  Amended  and Restated Promissory
               Note,  dated  as of February 1,  1996,  in
               the original principal amount of $500,000 in
               favor of   Eli   Futerman  (Exhibit  10-3  to
               Hahn's Quarterly  Report on Form 10-Q for the
               quarter ended June 30, 1996)*

Exhibit 10.41        Deferred  Compensation  Agreement, dated
               November  30,  1992, between Hahn  and
               Michael Futerman  (Exhibit 10.37 to Hahn's
               Registration statement on Form S-1 (No. 33-
               48694)  as filed with the SEC on January 19, 1993)*

Exhibit 10.42        Hahn  Automotive Warehouse,  Inc. Health
               Benefit  Retirement  Plan  (Exhibit  10.38
               to Hahn's Registration Statement on Form S-1
               (No. 33-48694) as filed with the SEC on
               January  19, 1993)*

Certain  instruments respecting long-term debt of the
Company and  its subsidiaries have been omitted pursuant to
Regulation Item 601.  The Company hereby agrees to furnish a
copy of  any such instrument to the Commission upon request.

Exhibit 10.43        Settlement  agreement and  Release dated
               June  29,  1998  between Autoworks,  Inc.,
               The Committee,   Fleet   Bank,  Manufacturers
               and  Traders   Trust,  Sumitomo  Bank  Ltd.,
               Chase Manhattan  Bank and Massachusetts  Mutual
               Life Insurance  Company.   (Exhibit  3.1  to
               Hahn's Quarterly  Report on Form 10-Q for the
               Quarter Ended June 30, 1998)*

Exhibit 10.44       Buyer's Trademark License Agreement, dated
               November  28, 1993, between Northern
               Automotive Corporation  and  Autoworks
               (Exhibit  28.3  to Hahn's  Current  Report
               on  Form  8-K, dated December 10, 1993 (File No. 0-20984)*
<PAGE 58>

Exhibit 10.45        Credit  Facility Agreement, dated October
               22,   1997  between  Hahn  and  Fleet Capital
               Corporation .  (Exhibit 10.43 to Hahn's
               Annual Report  on Form 10-K for the Fiscal
               Year ended September 30, 1997.)*

Exhibit 10.46        Amendment to Loan and Security Agreement
               dated February 10, 1999, between Hahn and
               Fleet Capital  Corporation (Exhibit 10.46  to
               Hahn's Annual Report on Form 10-K for the
               Fiscal  Year ended September 30, 1999)*

Exhibit 10.47        Second  Amendment  to Loan  and Security
               Agreement dated September 30, 1999 between
               Hahn and Fleet Capital Corporation (Exhibit
               10.47 to Hahn's  Annual  Report on  Form  10-
               K  for  the Fiscal Year ended September 30,
               1999)*

Exhibit 10.48        Letter  Agreement, dated August  5, 1997
               between Schottenstein Bernstein Capital
               Group, LLC,  HLCO  Trading Company, Inc.  and
               Garcel, Inc. d/b/a Great American Asset
               Management,  as joint  ventures  and
               Autoworks,  Inc.  (Exhibit 10.2  to  Hahn's
               Quarterly Report on Form  10-Q for  the
               quarter  ended  June  30,  1997)  (as
               modified by Gordon Brothers Partners, Inc.
               and Autoworks, Inc. on August 20, 1997 with
               respect to store disposition and liquidation
               pricing).*

Exhibit 10.49        Lease Agreement dated September 30, 1994,
               between Meisenzahl and David Appelbaum
               (Exhibit 10.47 to Hahn's Annual Report on
               Form 10-K  for the Fiscal Year ended
               September 30, 1994)*

Exhibit 10.50       Lease Agreement, dated September 30, 1994,
               between Meisenzahl and David Appelbaum
               (Exhibit 10.45 to Hahn's Annual Report on
               Form 10-K  for the Fiscal Year ended
               September 30, 1994)*

Exhibit 10.51       Non-Competition Agreement, dated September
               30,  1994,  between  Hahn and  David Appelbaum (Exhibit
               10.49 to Hahn's Annual Report on  Form
               10-K  for  the Fiscal Year ended September
               30, 1994)*

Exhibit 10.52        Tax  Procedures and Indemnity Agreement,
               dated  September  30, 1994,  between  Hahn
               and David Appelbaum (Exhibit 10.50 to Hahn's
               Annual Report  On Form 10-K for the Fiscal
               Year  ended September 30, 1994)*

<PAGE 59>

Exhibit 10.53        Indemnification Agreement,  dated  as of
               September 30, 1994, executed by David Appelbaum
               in  favor  of  Hahn,  Meisenzahl and  Regional (Exhibit
               10.51 to  Hahn's Annual Report on  Form
               10-K  for  the Fiscal Year ended September
               30, 1994)*

Exhibit 10.54       Letter Agreement, dated December 14, 1995,
               between  Hahn  and  Michael  Futerman
               (Exhibit 10.53 to Hahn's Annual Report on
               Form 10-K  for Fiscal Year ended September
               30, 1995)*

Exhibit 10.55        Lease  Assignment  for Nu-Way Properties
               (Exhibit 10.55 to Hahn's Annual Report on Form
               10-K for Fiscal Year ended September 30, 1999)*

Exhibit 21           List of Subsidiaries (filed herewith)

Exhibit 23           Consent  of PricewaterhouseCoopers  LLP with
               respect   to  Financial  Statements  and
               Financial Statement Schedule (filed herewith)

Exhibit 24           Powers  of  Attorney for  Directors
               (filed herewith)


*These  exhibits are incorporated herein by reference  to  the
registration statement or report referenced after each exhibit
which an asterisk appears.

Indicates executive compensation plans and arrangements.

                           EXHIBIT 21

                      LIST OF SUBSIDIARIES

     Autoworks, Inc.          Michigan

     H.F.V. Inc.              Delaware

     iAutoparts, Inc.         New York





<PAGE 60>


                           EXHIBIT 23


               CONSENT OF INDEPENDENT ACCOUNTANTS

We  hereby  consent  to the incorporation  by
reference  in  the Registration Statement on Form S-
8 (File nos. 333-85533, 33-64100 and   333-81854)
of   Hahn  Automotive  Warehouse, Inc. and
Subsidiaries  of our report dated November 21, 2000
relating  to the  financial statements, as of
September 30, 2000 and 1999  and for  the  three
Fiscal years ended September 30, 2000,  which  is
included in this Annual Report on Form 10-K.  We
also consent  to the  incorporation by reference of
our report dated November  21, 2000  relating to
the financial statement schedule, which appears in
this Form 10-K.


PricewaterhouseCoopers LLP
Rochester, New York
December 19, 2000

                    EXHIBIT 24

         POWERS OF ATTORNEY FOR DIRECTORS



                 POWER OF ATTORNEY




The  undersigned director of Hahn Automotive
Warehouse, Inc. (The "Corporation"),  does  hereby
constitute  and  appoint  Eli   N. Futerman,  my
true and lawful attorney and agent, to execute  the
Corporation's  Annual Report on Form 10-K  for  the
Fiscal  Year ended September 30, 2000, and any and
all amendments thereto, and to  do any and all acts
and things in my name and on my behalf in my
capacity  which  he may deem necessary or
advisable  to  the Corporation  to  comply with the
Securities and Exchange  Act  of 1934, as amended,
and any rules, regulations, and requirements of the
Securities and Exchange Commission, in connection
therewith.




Date:     November 29, 2000

<PAGE 61>

                         By:  s// Stephen B. Ashley
                        Stephen B. Ashley, Director



                 POWER OF ATTORNEY
The  undersigned director of Hahn Automotive
Warehouse, Inc. (The "Corporation"),  does  hereby
constitute  and  appoint  Eli   N. Futerman,  my
true and lawful attorney and agent, to execute  the
Corporation's  Annual Report on Form 10-K  for  the
Fiscal  Year ended September 30, 2000, and any and
all amendments thereto, and to  do any and all acts
and things in my name and on my behalf in my
capacity  which  he may deem necessary or
advisable  to  the Corporation  to  comply with the
Securities and Exchange  Act  of 1934, as amended,
and any rules, regulations, and requirements of the
Securities and Exchange Commission, in connection
therewith.
Date:     November 29, 2000
                    By:  s// William A. Buckingham
                   William A. Buckingham, Director








                 POWER OF ATTORNEY


The  undersigned director of Hahn Automotive
Warehouse, Inc. (The "Corporation"),  does  hereby
constitute  and  appoint  Eli   N. Futerman,  my
true and lawful attorney and agent, to execute  the
Corporation's  Annual Report on Form 10-K  for  the
Fiscal  Year ended September 30, 2000, and any and
all amendments thereto, and to  do any and all acts
and things in my name and on my behalf in my
capacity  which  he may deem necessary or
advisable  to  the Corporation  to  comply with the
Securities and Exchange  Act  of 1934, as amended,
and any rules, regulations, and requirements of the
Securities and Exchange Commission, in connection
therewith.


Date:     November 29, 2000


                         By:  s// Gordon E. Forth
                         Gordon E. Forth, Director


<PAGE 62>

                 POWER OF ATTORNEY


The  undersigned director of Hahn Automotive
Warehouse, Inc. (The "Corporation"),  does  hereby
constitute  and  appoint  Eli   N. Futerman,  my
true and lawful attorney and agent, to execute  the
Corporation's  Annual Report on Form 10-K  for  the
Fiscal  Year ended September 30, 2000, and any and
all amendments thereto, and to  do any and all acts
and things in my name and on my behalf in my
capacity  which  he may deem necessary or
advisable  to  the Corporation  to  comply with the
Securities and Exchange  Act  of 1934, as amended,
and any rules, regulations, and requirements of the
Securities and Exchange Commission, in connection
therewith.


Date:     November 29, 2000

                         By:  s// Nathan Lewinger
                         Nathan Lewinger, Director


                 POWER OF ATTORNEY
The  undersigned director of Hahn Automotive
Warehouse, Inc. (The "Corporation"),  does  hereby
constitute  and  appoint  Eli   N. Futerman,  my
true and lawful attorney and agent, to execute  the
Corporation's  Annual Report on Form 10-K  for  the
Fiscal  Year ended September 30, 2000, and any and
all amendments thereto, and to  do any and all acts
and things in my name and on my behalf in my
capacity  which  he may deem necessary or
advisable  to  the Corporation  to  comply with the
Securities and Exchange  Act  of 1934, as amended,
and any rules, regulations, and requirements of the
Securities and Exchange Commission, in connection
therewith.
Date:     November 29, 2000
                        By:  s// E. Philip Saunders
                       E. Philip Saunders, Director





                 POWER OF ATTORNEY


The  undersigned director of Hahn Automotive
Warehouse, Inc. (The "Corporation"),  does  hereby
constitute  and  appoint  Eli   N. Futerman,  my
true and lawful attorney and agent, to execute  the
Corporation's  Annual Report on Form 10-K  for  the
Fiscal  Year ended September 30, 2000, and any and
all amendments thereto, and to  do any and all acts
and things in my name and on my behalf in my
capacity  which  he may deem necessary or
advisable  to  the Corporation  to  comply with the
Securities and Exchange  Act  of 1934, as amended,
and any rules, regulations, and requirements of the
Securities and Exchange Commission, in connection
therewith.

<PAGE 63>

Date:     November 29, 2000


                         By:  s// Daniel J. Chessin
                              Daniel  J. Chessin,
                              Executive  Vice
                              President, Secretary
                              and Director



                    EXHIBIT 27

              Selected Financial Data