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, 1999                          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





<PAGE 1>

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    .

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  8,  1999,
(based  upon the closing price of $1.51 on that day, as  reported
on the NASDAQ SMALLCAP MARKET) was approximately $2,941,446.  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 8, 1999: 4,745,014.

              Documents Incorporated By Reference

Portions of the Registrant's definitive Proxy Statement for its
2000 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, 1999, 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

<PAGE 2>

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.

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   other   than    Autoworks,    Inc.
("Autoworks").

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,  eight   direct
distribution  centers and 79 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.

On July 6, 1999, the Company, through its wholly-owned subsidiary
iAutoparts,  Inc.  ("iAutoparts"), launched  iAutoparts.com,  its
online  automotive  parts  store.   The  Company  believes   that
iAutoparts.com  is  an  innovative approach  to  the  auto  parts
aftermarket  distribution model.  It will  extend  the  Company's
reach  directly  to the consumer, entering new  geographical  and
customer markets, and further expand its distribution mix.  As of
December  9,  1999, more than 3,500 users registered vehicles  on
iAutoparts.com  and the Web site experienced  in  excess  of  2.5
million page views ("hits") since the inception of this site.  To
date,  iAutoparts  has  had a nominal  financial  impact  on  the
Company.

As  previously reported, on July 24, 1997, the Company's  wholly-
owned  subsidiary,  Autoworks, Inc. filed a petition  for  relief
under  Chapter 11 of Title 11 of the U.S. Bankruptcy Code in  the
United  States Bankruptcy Court for the Western District  of  New
York  ("Chapter  11 Proceeding").  (See Part 1 -  Item  3  "Legal
Proceedings").  The filing was undertaken to assure  the  orderly
administration of Autoworks' assets and liabilities.  Neither the
Company nor any Company subsidiary (other than Autoworks) filed a
petition   or  is  in  bankruptcy.   As  of  November  1,   1998,
substantially  all of the Autoworks assets had been  disposed  of
and

<PAGE 3>

the net proceeds were paid to the Autoworks secured creditors and
used  for expenses of the bankruptcy estate pursuant to  a  court
order dated August 19, 1997.  In connection with the filing,  the
Company recorded a one-time after-tax charge of $18.8 million, or
$3.96  per share.  (See Part II - Item 7 - "Management Discussion
and  Analysis of Financial Condition and Results of Operations  -
General  and  Note  2  of  the Company's  Consolidated  Financial
Statements.)   The  Autoworks, Inc.  Plan of  Reorganization  was
approved  and confirmed pursuant to a court order dated  November
18,  1999.  The remaining assets of Autoworks will be transferred
to  a  Creditor Trust to be administered under a Creditors  Trust
Agreement dated November 18, 1999.

(c)  Narrative Description of Business

The Company's continuing 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 do-
it-yourself ("DIY") retail customers.

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.   Full-
service  distribution  allows  jobbers  to  provide  rapid  parts
availability  to  local  area professional installers,  including
service stations, garages and major accounts.  The Company's full-
service 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
<PAGE 4>
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 214  manufacturers,
and  distributes these products through its distribution  network
to approximately 1,100 independent jobbing stores and 79 Company-
owned  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,  eight   direct
distribution centers and 79 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.

      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.



<PAGE 5>

      Leadership  in  Auto  Value Programmed Distribution  Group  -
Auto  Value  Associates, Inc. ("Auto Value") is one of the  fastest
growing  independent national purchasing and marketing programs  in
the  automotive aftermarket.  The Company believes that it  is  one
of  the  larger participants by sales volume and number of  jobbing
customers  who  subscribe to Auto Value's marketing  program.   The
Company seeks to convert its independent jobbing customers  to  the
Auto   Value   program,  as  the  Company  believes  Auto   Value's
servicing  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.

The  Company's customers purchase name-brand products and  private-
label  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 Auto  Value
programmed distribution group.  Parts Master products accounted for
approximately 19.9%, 17.8% and 21.2% of the Company's net sales, in
Fiscal 1999, 1998 and 1997, 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.







<PAGE 6>

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  full-
service  distribution  centers  with smaller  pick-up  distribution
centers.   These  pick-up  distribution centers  carry  specialized
inventory categories with slower inventory turns for customer pick-
up  when  needed, to supplement regular deliveries from  the  full-
service 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  select  items, such as  floor  mats,  antennas  and
mirrors.

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.

     Direct Distribution Centers

The Company operates eight (8) direct distribution centers (two  of
which  do  business  under the Professional Auto Warehouse  ("PAW")
name)  in  targeted metropolitan areas.  The Company  has  selected
direct distribution center locations that it has opened based  upon
a  high  concentration  of repair bays and  competitive  rent.   On
October  1,  1999, the Company closed its Nu-Way -  Merchants  Road
location  in Rochester, New York, and its customers are  now  being
serviced by the Company's Meisenzahl Auto Parts location on  Carter
Street,  in  Rochester,  New York.  The Company  has  no  plans  to
replace the Nu-Way - Merchants Road location.





<PAGE 7>

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 29,000 SKU's, with the largest stocking  over
62,000  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.

Auto Value Program

The  Company  is a member of Auto Value, an independent corporation
which  was incorporated in 1983 to provide to its shareholders  the
benefits of collective purchasing power under arrangements which it
negotiates  with  vendors from whom its shareholders  may  purchase
inventory.  Auto Value neither purchases nor sells automotive parts
and is not involved in the chain of distribution.

Auto   Value   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.   Auto Value also offers  its  shareholders
access to private-label products under the Parts Master name.

Auto  Value  requires  its  shareholders  to  participate  in  its
purchasing  programs  to  a  specified degree  and  to  contribute
equally   toward  its  operating  expenses,  which  are  generally
nominal.  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.   Auto  Value  merged with All  Pro/  Bumper  to  Bumper,
another  large programmed automotive parts buying group,  in  July
1999.  This  increased the size and buying power of  Auto Value.

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

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

<PAGE 8>

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
1999,  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 Auto Value programmed distribution group.
Through   the   Auto  Value  program,  the  Company  assists   its
participating   jobber  customers  in  marketing,   merchandising,
inventory  management  and control, store appearance,  advertising
and promotion.

During  Fiscal  1999,  46  of  the  Company's  independent  jobber
customers joined the Auto Value program through the Company and 43
independent jobber customers resigned or were terminated from  the
program.  As of October 31, 1999, 268 of the Company's independent
jobber  customers  and  all  of the Company-owned  jobbing  stores
participated in the Auto Value 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, 1999, the  Company  owned
and operated a total of 79 Advantage Auto Stores.

As  the  Advantage  Auto  Stores are members  of  the  Auto  Value
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  1999,  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.

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 is 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

<PAGE 9>

specifications  and suggestions for related parts.  iAutoparts.com
offers  more  that two million nationally branded automotive  hard
parts  and maintenance items in inventory, representing in  excess
of  $45.0  million in automotive parts on hand and  available  for
immediate delivery.

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 nominal sales.

On  November 30, 1999, iAutoparts, Inc. entered into an  agreement
with  Capital  Formation Group of Rochester, L.P., a full  service
financial advisory, investment and merchant banking company,  with
expertise  in the area of private corporate financing,  to  assist
and  advise management in exploring strategic alternatives for the
auto  parts e-commerce business.  There is no assurance  that  any
strategic  alternative involving iAutoparts will  be  adopted  and
implemented,  or  that  if any transaction is  effected  involving
iAutoparts   that  it  will  ultimately  enhance   the   Company's
shareholder value.

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 214 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.




<PAGE 10>

In  Fiscal 1999, the Company's 15 largest suppliers accounted for
approximately  70.0% of its total distribution center  purchases,
and its largest supplier accounted for approximately 20.9% 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  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 electronic link streamlines  and  hastens
the  order process by enabling the Advantage Auto Stores, as well
as  the independent jobbing customers to electronically determine
product availability and order products, eliminating the need  to
telephone  or visit a distribution center directly  to  place  an
order.

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 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 has filed applications with the United States Patent
and Trademark Office for the iAutoparts name and logo, in

<PAGE 11>

connection  with the sale of automotive parts via  the  internet.
There are no assurances that these applications will be granted.

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.

Employees

As of October 31, 1999, the Company had 1,185 employees (of which
906  were full-time and 279 were part-time), in full-service  and
direct-distribution centers and jobbing operations,  of  whom  76
were distribution center and jobbing store account executives, 62
were  headquarters  personnel, 166 were distribution  center  and
jobbing  store  management personnel and the remaining  881  were
distribution  center  workers, jobbing store employees,  drivers,
counter  persons, data entry and other personnel.  As of  October
31,  1999,  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.







<PAGE 12>

Item 2.    PROPERTIES

Distribution Center and Jobbing Facilities

The   Company's  principal  executive  offices  are  located   in
Rochester, New York, and presently occupies approximately  22,000
square feet.

As  of  October  31,  1999, 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 Distribution
  Rochester-South         11,400         Direct Distribution
  Rochester-Greece         5,000         Direct Distribution
  Rochester-Gates          4,500         Direct Distribution
  Farmington               5,000         Direct Distribution
  Bronx                   35,000         Full-Service
  Syracuse                34,500         Full-Service
  Buffalo                 27,800         Full-Service
  Buffalo                  8,000         Direct Distribution
  Newburgh                22,000         Full-Service
  Batavia                  5,700         Accessory
  Albany                  12,900         Direct Distribution
Ohio
  Dayton                  59,800         Full-Service
  Independence            33,500         Full-Service
North Carolina
  Goldsboro               39,000         Full-Service
Virginia
  Richmond                32,700         Full-Service
  Norfolk                  6,500         Pick-Up
Maryland
  Bladensburg             18,100         Full-Service
  Baltimore               10,700         Pick-Up
Indiana
  Indianapolis            13,000         Pick-Up
Pennsylvania
  Harrisburg              14,500         Direct Distribution





<PAGE 13>

The Company owns the Independence, Ohio site; leases its Norfolk,
Virginia,  Albany, New York, and Harrisburg, Pennsylvania,  sites
from unaffiliated parties under leases which expire on March  31,
2005,  December  31,  2002 and September 30, 2000,  respectively;
leases  its  Rochester-Greece direct distribution  site  from  an
unaffiliated party which expires in December 2002; and leases its
Rochester-North  and  the Buffalo direct  distribution  locations
from  David  Appelbaum, a Vice President  of  the  Company  under
leases   which   expire  in  September  2004.   A  third   direct
distribution  location, Rochester-South, is also  leased  from  a
partnership comprised of Mr. Appelbaum and an unaffiliated  third
party  and  expires concurrently with other leases  held  by  Mr.
Appelbaum.  The Company leases its direct distribution center  in
Gates,  New York and Farmington, New York from FCA Associates,  a
partnership comprised of Eli N. Futerman, the Company's President
and  Chief  Executive Officer, Daniel J. Chessin, Executive  Vice
President  and  Corporate Secretary and David M.  Appelbaum,  its
Vice  President of Direct Distribution, under leases which expire
on   October   31,  2001.  The  Company  leases   the   remaining
distribution  facilities from members of the Futerman  family  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, 1999, there were 79 Advantage Auto Stores
served by the Company's distribution centers located in or near
the following cities:


                      Advantage                        Advantage
Distribution         Auto Stores  Distribution        Auto Stores
Center                Serviced    Center                Serviced
Location                          Location
Rochester, New           16       Dayton, Ohio             20
York
Syracuse, New York       10       Goldsboro, North          8
                                  Carolina
Buffalo, New York         6       Richmond,                12
                                  Virginia
Newburgh, New York        3       Bladensburg,              2
                                  Maryland
Cleveland, Ohio           2







<PAGE 14>

As  of  October  31, 1999, the Company leased 75 and  owned  four
Advantage  Auto Stores sites.  The leases on 9 store  sites  were
month-to-month, leases on 31 store sites had remaining  terms  of
three  years or less, and leases on 35 store sites had  remaining
terms  of more than three years, excluding renewal options.   The
Company  leases  certain  of  these sites  from  members  of  the
Futerman  family  or their affiliates under leases  which  expire
between January 31, 2000 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.  as
discussed below (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.  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 15>

In  July  1997, the Company's wholly-owned subsidiary, Autoworks,
filed   a  petition  for  reorganization  under  Chapter  11   of
Bankruptcy Code.  The proceeding was brought in and is  presently
pending  in  the United States Bankruptcy Court for  the  Western
District of New York (the "Bankruptcy Court").  Subsequent to the
filing, the Official Unsecured Creditor's Committee ("Committee")
in  the  proceeding,  claimed that there  had  been  preferential
transfers   between  the  Company  and  Autoworks  amounting   to
approximately $6.5 million and made further claims based upon the
doctrines  of substantive consolidation, and fraud in  connection
with  the Company's acquisition of Autoworks.  On June 18,  1998,
the Bankruptcy Court approved a settlement among Hahn, Autoworks,
the  Committee  and the Company's secured creditors  pursuant  to
which  the  Company  is required to pay the Autoworks  bankruptcy
estate  up  to  a  maximum of $2.0 million over five  years.   If
certain  payments are made in a timely manner, the  Company  will
pay  less than $2.0 million, but in no event will the Company pay
the  Autoworks bankruptcy estate less than $1.6 million  by  June
15,   2002.   The  parties  also  provided  appropriate  releases
including  any existing and potential claims which the  Committee
had against the Company. In May, 1999, a disagreement and dispute
arose  between the Company and the Committee over the  terms  and
provisions  to  be  included in the Plan of  Reorganization.   In
June,  1999,  the  Company  and the  Committee  entered  into  an
amendment to the settlement, pursuant to which the Company  would
continue  to  maintain  ownership  of  Autoworks  following   the
approval  of  the Plan of Reorganization, and the  Company  would
make an additional payment to the Bankruptcy Estate in the amount
of  $100,000  in  three  (3) equal annual  installments,  without
interest, commencing June 15, 2000.

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 first 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 1999
to a vote of the Company's shareholders, through the solicitation
of proxies or otherwise.









<PAGE 16>
                             PART II

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

Until July 28, 1999, the Company's common stock was quoted on the
NASDAQ National Market.  As a result of not meeting public  float
requirements for the NASDAQ National Market, the Company's Common
Stock  was  transferred to the NASDAQ SmallCap  Market  effective
July  29,  1999.   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 1999 and 1998:

Fiscal Year                      Fiscal Year
Ended                            Ended
September 30,    High       Low  September 30,    High     Low
1999                             1998
1st Quarter      5 7/16      2   1st Quarter     7 1/8     5 7/8

2nd Quarter      2 13/16     2   2nd Quarter     5 7/8     5 7/8

3rd Quarter      1 7/8     1/2   3rd Quarter     5 3/4     5 1/2

4th Quarter      6 1/4       1   4th Quarter     5 1/2     5 1/4

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.

On November 18, 1999, the Company had 68 holders of record of its
common stock.








<PAGE 17>

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".

<TABLE>
<CAPTION>

Years Ended September 30,
  (In thousands, except share and per share data)
<S>                       <C>          <C>         <C>
                              1999       1998        1997

Income Statement Data:
  Net sales                  $130,998    $133,503    $142,242
  Cost of Products sold        82,002      82,778      86,967
  Gross profit                 48,996      50,725      55,275

  Selling, general and
   administrative expense      43,512      44,059      46,717
  Depreciation and
    amortization                1,775       1,602       2,005
  Income from operations        3,709       5,064       6,553
  Interest expense             (3,650)     (3,771)     (4,670)
  Other income                    372         411         719
  Income (loss) before
    provision for income
    taxes                         431       1,704       2,602
  Provision for income
    taxes                         151         665       1,011

  Income from continuing
    operations                    280      $1,039      $1,591

Loss from discontinued
  operations:
Write-down of investment
  in subsidiary, net of tax        --          --     (18,789) (1)

<PAGE 18>

Loss from discontinued
  operations, net of tax           --          --      (3,937)
Total loss from
 discontinued operations           --          --     (22,726)

  Net income (loss)              $280      $1,039    ($21,135)

Income from continuing
  operations per share          $0.06       $0.22       $0.34
Loss from discontinued
  operations per share             --          --       (4.79)

  Net income (loss) per
    share                       $0.06       $0.22      ($4.45)

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


Balance Sheet Data:
  Working capital             $45,387     $42,212     $45,485
  Total assets                 79,723      78,311      77,792
  Long-term debt and
    capital lease
    obligations,
    excluding current
    maturities                 45,484      44,645      45,908
  Stockholders' equity         13,773      13,561      12,364

</TABLE>
<TABLE>
<CAPTION>

Years Ended September 30,
  (In thousands, except share and per share data)
<S>                           <C>         <C>         <C>
                              1996       1995

Income Statement Data:
  Net sales                  $138,395    $130,733
  Cost of Products sold        86,077      79,773
  Gross profit                 52,318      50,960

<PAGE 19>
  Selling, general and
   administrative expense      41,657      39,215
  Depreciation and
    amortization                1,756       1,902
  Income from operations        8,905       9,843
  Interest expense             (4,402)     (4,387)
  Other income                    600         434
  Income (loss) before
    provision for income
    taxes                       5,103       5,890
  Provision for income
    taxes                       1,950       2,152

  Income from continuing
    operations                 $3,153      $3,738

Loss from discontinued
  operations:
Write-down of investment
  in subsidiary, net of            --          --
tax
Loss from discontinued
  operations, net of tax       (1,294)     (5,115)
Total loss from
  discontinued operations      (1,294)     (5,115)

  Net income (loss)            $1,859     ($1,377)

Income from continuing
  operations per share          $0.66       $0.79
Loss from discontinued
  operations per share          (0.27)      (1.08)

  Net income (loss) per
    share                       $0.39      ($0.29)

Weighted average shares
  outstanding               4,745,014   4,743,938


<PAGE 20>

Balance Sheet Data:
  Working capital             $65,452     $64,623
  Total assets                 97,819      97,602
  Long-term debt and
    capital lease
    obligations,
    excluding current
    maturities                 40,893      41,368
  Stockholders' equity         33,499      31,640

(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.    (See  Note  2  to  the  Company's  Consolidated
     Financial Statements included in Item 8 of this Report.)

</TABLE>

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
year ended on September 30.

General

On  October  14,  1996, the Company acquired,  from  Nu-Way  Auto
Parts,  Inc. ("Nu-Way"), four direct distribution centers located
in  the  Rochester, New York area for a purchase  price  of  $2.7
million  (the "Nu-Way Acquisition").  An insignificant number  of
jobber  customers  of  the Company were served  by  these  direct
distribution  centers.  The four locations were  integrated  into
the  Company's direct distribution division and accordingly,  the
operating  results of Nu-Way have been included in the  Company's
results of operation from the date of the acquisition forward.

<PAGE 21>

Due  to  Autoworks continuing losses and negative cash flow,  the
Company  decided  during Fiscal 1997 to exit the retail  business
and  focus its operations in the wholesale automotive aftermarket
segment.    Autoworks   filed   a   Chapter   11   Petition   for
Reorganization on July 24, 1997.  (See Part I - Item 3  -  "Legal
Proceedings".)   As  a  result, the  Company  has  deconsolidated
Autoworks  and classified it as a discontinued operation  in  the
Company's financial statements and all previous periods have been
restated to reflect this treatment; references herein to previous
period  figures  are to the restated figures and do  not  include
Autoworks.

In  connection  with  the Autoworks Chapter  11  proceeding,  the
Company  recorded a one-time charge of $26.5 million, before  tax
benefits  of  $7.7  million, during the third quarter  of  Fiscal
1997.   Approximately $20 million of this charge was recorded  to
write-down  the  Company's investment in  Autoworks  to  its  net
realizable  value.   The  adjusted investment  was  substantially
recovered  as  a result of the Autoworks' inventory and  fixtures
liquidation,  the net proceeds of which were paid  to  Autoworks'
secured   creditors.   The  residual  portion  of   the   charge,
approximately  $6.5  million, represented  reserves  recorded  to
cover   liabilities  the  Company had retained  with  respect  to
Autoworks.

Results of Operations

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.

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  is 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.





<PAGE 22>

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% for the Fiscal Year 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 Year 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
the Fiscal Year 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.

Fiscal Year 1998 Compared to Fiscal Year 1997

Net  sales for Fiscal 1998 decreased $8.7 million, or 6.1%,  from
the  prior  fiscal  year,  to $133.5 million.   The  decrease  is
attributable  to a decrease in net sales of 1.3%  at  the  direct
distribution  centers,  7.0%  at  the  full-service  distribution
centers  and 6.9% at the Advantage Auto Stores.  These  decreases
are generally attributable to softness in the auto parts industry
caused   by  various  factors,  which  include  improved  vehicle
manufacturing and performance, longer vehicle warranties,  leased
vehicles, warranted pre-owned vehicles and increased competition.
Throughout  the  fiscal year the Company closed  seven  Advantage
Auto  Stores  and opened five new locations which contributed  to
the

<PAGE 23>

net  sales  decline  in the division.  On a  comparable  location
basis,   direct   distribution  division  sales  increased   4.5%
(excluding  the  Nu-Way  Acquisition)  while  the  full   service
distribution  centers  and Advantage Auto Stores  sales  declined
7.0% and 7.1%, respectively.

Gross profit from continuing operations for Fiscal 1998 was $50.7
million,  or  38.0% of net sales, compared to $55.3  million,  or
38.9%   of  net  sales, for Fiscal 1997.  The decrease  in  gross
profit  of $4.6 million, or 8.2%, was due to the decline  in  net
sales.

Selling,  general,  and  administrative expense  from  continuing
operations  decreased $2.6 million from $46.7 million  in  Fiscal
1997,  to  $44.1  million,  in Fiscal 1998  but  increased  as  a
percentage of net sales from 32.8% to 33.0%.  The decrease in the
dollar amount is attributable to the Company's ongoing efforts to
control expenses and the reductions relative to lower net  sales,
while  the  increase in the percentage was caused  by  lower  net
sales.

Depreciation and amortization expense from continuing  operations
decreased  $403,000  from $2.0 million for Fiscal  1997  to  $1.6
million for Fiscal 1998. This decrease was primarily attributable
to  a decrease in depreciation expense due to the utilization  of
operating leases rather than the purchase of fixed assets and  to
the   write-off    in  1997  of  capitalized  origination   costs
associated  with the Company's prior credit facility  (which  was
replaced  by  the  Company's current credit facility)  that  were
being amortized over the term of the prior facility.

Income  from continuing operations before interest and taxes  for
Fiscal 1998 decreased $1.5 million from $6.6 million, or 4.6%  of
net  sales in Fiscal 1997, to $5.1 million, or 3.8% of net  sales
in Fiscal 1998 as a result of the factors discussed above.

Interest expense from continuing operations decreased $900,000 in
Fiscal  1998  to  $3.8 million compared to $4.7 million  for  the
previous  year.  This decrease is attributable to  lower  average
debt balances outstanding in Fiscal 1998.

The  Fiscal  1998  provision  for income  taxes  on  income  from
continuing operations was $665,000, an effective rate  of  39.0%,
as  compared  to  $1.0 million, an effective rate  of  38.9%,  in
Fiscal  1997.  The effective rate in both years differs from  the
Federal rate of 34% primarily due to state income taxes.

As  a result of the factors discussed above, for Fiscal 1998, the
Company had income from continuing operations of $1.0 million, or
$.22  per share, as compared to income from continuing operations
in  Fiscal 1997 of $1.6 million, or $.34 per share.  In addition,
during Fiscal 1997, taking into account the now discontinued
<PAGE 24>
AutoworkS  operations, the Company incurred a net loss  of  $21.1
million,   or  $4.45  a  share.   This  net  loss  was  primarily
attributed to the one-time charge relative to Autoworks of  $18.8
million, net of tax, and losses from discontinued operations  for
the first nine months of the fiscal year of $3.9 million, net  of
tax.

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 1999, 1998 and 1997, operating activities provided
net   cash   of   $300,000,  $2.4  million  and   $1.0   million,
respectively, including non-cash items for depreciation  and  bad
debt   of   $1.9   million,  $2.1  million  and   $3.2   million,
respectively.

During Fiscal 1999, 1998 and 1997, investing activities consisted
mainly  of  routine  capital expenditures for delivery  vehicles,
computer  equipment, and store and warehouse  fixtures.   Capital
expenditures  for  continuing operations were $800,000,  $300,000
and  $1.1  million,  respectively.  Excluding  acquisitions,  the
Company  expects  to make capital expenditures  of  approximately
$800,000 in Fiscal 2000.

Financing  activities  during  Fiscal  1999  generated  cash   of
approximately  $300,000  and in Fiscal 1998  and  1997  financing
activities  consumed $2.5 million and $5.5 million, respectively.
The  cash  generated  in 1999 was primarily  the  result  of  the
financing  of  capital asset expenditures, while  long-term  debt
payments  were  offset by increased borrowings  on  the  line  of
credit.   During Fiscal 1999, Michael Futerman and  Eli  Futerman
deferred  principal  payments due  from  the  Company  under  the
subordinated   notes   in  the  original  principal   amount   of
$2,150,000.  As  a  result,  in Fiscal  1999,  the  Company  made
interest payments only on the subordinated notes.  Funds consumed
during  Fiscal 1998 and Fiscal 1997 reflect payments on long-term
debt and a reduction of net borrowings under the Company's credit
facilities.

In  connection  with  the Autoworks Chapter  11  proceeding,  the
Company  recorded a one-time charge of $26.5 million, before  tax
benefits  of  $7.7  million, during the third quarter  of  Fiscal
1997.  Approximately $20 million of this charge was  recorded  to
write-down  the  Company's investment in  Autoworks  to  its  net
realizable  value.   The  adjusted  investment  was  subsequently
recovered  as  a result of the Autoworks inventory  and  fixtures
liquidation.   The residual portion of the charge,  approximately
$6.5  million, represented reserves recorded to cover liabilities
the Company had retained with respect to Autoworks.  At September
30, 1999, the

<PAGE 25>

Company had a $1.3 million reserve and the Company believes  that
it  is  adequately reserved for the remaining exposures it  faces
for  Autoworks  liabilities, including the  settlement  agreement
discussed below.

On October 22, 1997, the Company entered into 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 proceeds of the initial  borrowing
under the credit facility, approximately $36.0 million, were used
to  repay  all  amounts  outstanding under  the  previous  credit
agreement  and  Senior  Secured Notes.  The  obligations  of  the
Company under the credit facility are secured by a first priority
security interest on substantially all present and future  assets
of  the Company and are guaranteed up to a maximum amount of $2.5
million  by the estate of Michael Futerman, an officer,  director
and  the principal shareholder of the Company.  Secured mortgages
on  certain real estate were pledged as collateral guarantees  by
Michael  Futerman.  These obligations are now guaranteed  by  the
Estate of Michael Futerman, as Mr. Futerman passed away on August
23,  1999.   The credit facility contains restrictive  covenants,
including,   without  limitation,  restrictions  on  changes   in
character 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.)  As of  September,
1999,  the Company and Fleet Capital signed an amendment  to  the
credit facility pursuant to which 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  10,
1999,  the  Company had an outstanding balance of  $37.1  million
under  the  credit facility, with availability of  an  additional
$1.4  million  due  to borrowing base restrictions,  and  was  in
compliance with all financial covenants.

In  the  Autoworks Chapter 11 proceeding, the Official  Unsecured
Creditors  Committee  ("Committee") had  indicated  that  it  may
pursue certain claims against the Company.  On April 22, 1998,  a
Settlement  Agreement  and  Release was  negotiated  between  the
Company  and  the Committee.  Under the Settlement Agreement  and
Release,  the  Committee agreed to release the Company  from  all
claims  in  exchange for the Company's payment to  the  Autoworks
bankruptcy  estate of up to a maximum of $2.0 million  over  five
years.   If  certain  payments are made in a timely  manner,  the
Company  will pay less than $2.0 million, but not less than  $1.6
million by June 15, 2002.  The bankruptcy court approved the

<PAGE 26>

Settlement  Agreement and Release by order dated June  18,  1998.
The  Company made the payments due under the Settlement Agreement
and Release in the amount of $320,000 on July 1, 1999 and July 1,
1998.

In  June,  1999,  the Company and the Committee  entered  into  a
further  settlement, pursuant to which the Company would continue
to  maintain ownership of Autoworks following the approval of the
Plan  of Reorganization, and the Company would make an additional
payment  to  the Bankruptcy Estate in the amount of  $100,000  in
three (3) equal annual installments, without interest.  The first
of the three payments is due June 15, 2000.

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
2000.

Year 2000

The  Year  2000 issue is the result of computer software programs
being  written using  two digits rather than four to  define  the
applicable  year.   Any  of  the  Company's  software   programs,
computer  hardware or equipment that have date-sensitive software
or  embedded  chips may recognize a date using "00" as  the  year
1900   rather  than  the  year  2000.   This  could   result   in
miscalculation or system failures.

The  Company developed a Year 2000 plan to ensure that all of its
significant date-sensitive computer software and hardware systems
and  other  equipment  utilized in its various  distribution  and
administrative activities (utilizing embedded chips or software),
would   be  Year  2000  compliant  and  operational.   The   plan
addressed all of the Company's locations and included a review of
computer  applications  that connect elements  of  the  Company's
business directly to its customers and suppliers.  The plan  also
included  an  assessment process to determine that the  Company's
significant  customers  and suppliers ("Third-Party  Activities")
would  also be Year 2000 compliant.





<PAGE 27>

The  Company's plan to resolve the Year 2000 issue included  four
major   phases   -   assessment,   remediation,   testing,    and
implementation.  The Company has completed all phases of its plan
for  significant  information technology and operating  equipment
that it believes would be affected by the Year 2000 issue.  Based
upon  its  assessment, the Company concluded  that  it  would  be
necessary  to reprogram and/or replace certain of its information
technology systems.  The Company also has determined that certain
of  its  operating equipment would also require modifications  to
make certain they remain operational.

As  of  November 30, 1999 the remediation of operating  equipment
has  been  substantially  completed.   Certain  desktop  personal
computers  that  were Year 2000 deficient have been  replaced  as
part of the Company's scheduled rotation replacement program, the
cost of which does not impact the Year 2000 project.  Testing and
implementation of the affected equipment  has been  substantially
completed.

As  of  November  30,  1999, the Company has not  identified  any
Information  Technology ("IT") or non-IT system that  presents  a
material  risk  of  not  being Year 2000 ready  or  for  which  a
suitable  alternative could not be implemented.  It  is  possible
that  the  Company  may identify potential  risks  of  Year  2000
disruption  in  the  future.  It is also  possible  that  such  a
disruption could have a material adverse effect on the  Company's
financial  condition and results of operations.  The Company  has
modified or replaced certain time-sensitive software programs and
other  date  sensitive devices to avoid a potential inability  to
process   transactions  or  engage  in  other   normal   business
activities.   In  addition,  there  can  be  no  assurance   that
governmental   agencies,  utility  companies,   Internet   access
companies,  third party service providers and others outside  the
Company's  control will be Y2K compliant.  The  failure  by  such
entities  to be Y2K compliant could result in a systemic  failure
beyond  the control of the Company, such as a prolonged Internet,
telecommunications  or electrical failure, which  could  decrease
the  use  of  the  Internet or prevent users from  accessing  the
Company's  iAutoparts.com website, all of which  together  or  in
combination could have a material adverse effect on the Company's
business,   prospects,  results  of  operations   and   financial
condition.

With  respect  to  Third-Party Activities, the Company  has  made
inquiries of its significant customers and suppliers and, at  the
present  time,  has  not  been notified  of  any  significant  or
substantial  difficulties  that  would  materially   impact   the
Company's  operations.   However, the Company  has  no  means  of
ensuring  that these customers and suppliers (and in  turn  their
customers and suppliers) will be Year 2000 compliant in a  timely
manner.   The inability of these parties to successfully  resolve
their  Year 2000 issues could have a material adverse  effect  on
the Company's financial condition and results of operation.

<PAGE 28>

Software modification to the Company's mainframe computer  system
has been completed and tested.  All vendor supplied upgrades have
been  implemented and tested.  There will be no  expense  to  the
Company,  as  modified  Year  2000 software  is  a  part  of  the
Company's software maintenance agreement. Personnel expenses were
incurred for the implementation and testing phases.

Substantially all of the Company owned remote store systems  have
been  upgraded with modified Year 2000 software without  cost  to
the  Company, as these costs are also covered under the  software
maintenance   agreement   for  these  systems.    Personnel   and
implementation expenses were incurred for these upgrades.

The  Company  utilized  both internal and external  resources  to
reprogram or replace, test, and implement the required Year  2000
modifications.  The Company has substantially completed the  Year
2000  project  including remediation, testing and implementation.
The  Company's  total  cost to address the  Year  2000  issue  is
estimated at $150,000 and is being funded through operating  cash
flow.  The elements of such costs are as follows:

                 Amounts in Thousands of Dollars


                       Incurred
                       Through          Costs Yet
                    September  30,        to be            Total
                        1999              Incurred         Cost

Capital expenditures
 related to new
 systems and equipment   $67                 $33            $100

Operating expenses
 related to
 modifications of
 existing systems
 and equipment           $17                 $33             $50

Total capital and
 expense                 $84                 $66            $150

There  can  be no guarantee that the Company will not  experience
disruptions  to  some  aspects  of  its  various  activities  and
operations as a result of non-compliant systems utilized  by  the
Company  or  unrelated third parties that were not identified  in
the  original  plan.  Contingency plans have  been  completed  to
attempt  to  mitigate the extent of any such potential disruption
to business operations.




<PAGE 29>

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.

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",  "Liquidity and Capital Resources" and "Year  2000",
are forward-looking 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
forward-looking 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:

      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

<PAGE 30>

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.

      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

<PAGE 31>

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.   The failure of the Company or its material suppliers to
effectively  address Year 2000 issues could materially  adversely
effect its future earnings and liquidity.

      8.    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

<PAGE 32>

viability  of  the Internet and e-commerce and the volatility  of
stock  prices of Internet-focused companies, and Hahn  Automotive
Warehouse, Inc., in particular, and the traffic and usage  levels
of the iAutoparts web site.

Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
          RISKS

The  Company  holds  a zero coupon bond to secure  certain  self-
insured  claims.   The  fair  market  value  of  such  bond   was
approximately $685,000 as of September 30, 1999.  See Note  3  to
the  Company's Consolidated Financial Statements included in this
Report.   The  value of the bond tends to fluctuate  with  market
interest  rate movements.  The Company does not believe that  the
security is material to the Company's financial position, results
of operation or cash flows.

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  2000  Annual
Meeting  of Shareholders to be filed with the Commission pursuant
to  Regulation  14A  on  or  before January  28,  2000,  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  2000  Annual
Meeting  of Shareholders to be filed with the Commission pursuant
to  Regulation  14A  on  or  before January  28,  2000,  and  the
appropriate  information  therefrom  is  incorporated  herein  by
reference.

Item 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT

<PAGE 33>

The information required under this Item 12 shall be included  in
the  Company's  definitive Proxy Statement for  its  2000  Annual
Meeting  of Shareholders to be filed with the Commission pursuant
to  Regulation  14A  on  or  before January  28,  2000,  and  the
appropriate  information  therefrom  is  incorporated  herein  by
reference.

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  2000  Annual
Meeting  of Shareholders to be filed with the Commission pursuant
to  Regulation  14A  on  or  before January  28,  2000,  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, 1999, and 1998

          Statements of Operations for the Years Ended
          September 30, 1999, 1998 and 1997

          Statements of Changes in Stockholders' Equity
          for the Years Ended September 30, 1999, 1998
          and 1997

          Statements of Cash Flows for the Years Ended
          September 30, 1999, 1998 and 1997

          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, 1999, 1998 and 1997





<PAGE 34>

(3)    Exhibits

Those exhibits required to be filed by Item 601 of Regulation S-K
are  listed  in  the  Exhibit  Index  immediately  preceding  the
exhibits  filed herewith and such listing is incorporated  herein
by reference.

                           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 15, 1999    By: *S// Eli N. Futerman
                           Eli N. Futerman,
                           President and Chief Executive Officer
                           (Principal Executive Officer)

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


Date: December 15, 1999    *S//  Eli N. Futerman
                           Eli N. Futerman, Director


Date: December 15, 1999    *S// Peter J. Adamski
                           Peter J. Adamski
                           Vice President - Finance
                           and Chief Financial Officer
                           (Principal Financial Officer)


Date: December 15, 1999    *S// Daniel J. Chessin
                           Daniel J. Chessin, Director


Date: December 15, 1999    *S// Stephen B. Ashley
                           Stephen B. Ashley, Director


Date: December 15, 1999    *S// William A. Buckingham
                           William A. Buckingham, Director


Date: December 15, 1999    *S// Robert I. Israel
                           Robert I. Israel, Director
<PAGE 35>

Date: December 15, 1999    *E. Philip Saunders
                           E. Philip Saunders, Director


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


               SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.





                 FINANCIAL STATEMENTS AND SCHEDULES

                         September 30, 1999





                         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, 1999


     Report of Independent Accountants

     Consolidated Balance Sheets at September 30, 1999 and 1998

     Consolidated Statements of Operations for the Years Ended
     September 30, 1999, 1998 and 1997

     Consolidated Statements of Changes in Stockholders' Equity
     for the Years Ended September 30, 1999, 1998 and 1997

<PAGE 36>

     Consolidated Statements of Cash Flows for the Years Ended
     September 30, 1999, 1998 and 1997

     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, 1999 and  1998,
and  the results of their operations and their cash flows for the
three  fiscal years ended September 30, 1999, in conformity  with
generally   accepted  accounting  principles.   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  generally  accepted   auditing
standards,  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 23, 1999

<TABLE>
<CAPTION>

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

<PAGE 37>
                                                 September
                                                     30,
                                              1999         1998
<S>                                         <C>          <C>
                 Assets
Current Assets:
  Cash                                            $81        $329
  Marketable securities                           685         789
  Trade receivables, net of allowance for
    doubtful accounts of $2,015 in 1999
    and $2,719 in 1998                         17,577      15,595
  Inventory                                    44,501      44,037
  Other current assets                          3,009       2,567
    Total current assets                       65,853      63,317

Property, equipment and leasehold
  improvements, net                             6,892       7,613
Other assets                                    6,978       7,381
                                              $79,723     $78,311
  Liabilities and Stockholders' Equity
Current Liabilities:
  Current portion of long-term debt and
    capital lease obligations                  $1,541      $2,096
  Accounts payable                             12,377      10,718
  Compensation related liabilities              1,673       1,758
  Discontinued operations                         604       1,142
  Other accrued expenses                        4,271       4,391
    Total current liabilities                  20,466      20,105

Obligations under credit facility              36,611      35,190
Notes payable-officers and affiliates           1,736       1,843
Other long-term debt                            1,704       1,810
Capital lease obligations                       3,196       3,564
Other liabilities                               2,237       2,238
Stockholders' equity:
  Common stock (par value $.01 per share;
    authorized 20,000,000 shares; issued
    and outstanding 4,745,014 in 1999
    and 1998)                                      47          47
Additional paid-in capital                     25,975      25,975
Retained deficit                              (12,339)    (12,619)
Accumulated other comprehensive income:
  Unrealized gain on marketable
<PAGE 38>
    securities, net of deferred taxes              90         158
    Total stockholders' equity                 13,773      13,561
                                              $79,723     $78,311

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

</TABLE>
<TABLE>
<CAPTION>

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

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

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

Interest expense                         (3,650)        (3,771)
Other income                                372            411
  Income before provision for
    income taxes                            431          1,704

Provision for income taxes                  151            665
  Income from continuing operations         280          1,039

Loss from discontinued operations:
Write-down of investment in
  subsidiaries, net of taxes                 --             --
Loss from discontinued operations,
  net of tax                                 --             --

<PAGE 39>

Total loss from discontinued
  operations                                 --             --
  Net income (loss)                        $280         $1,039

Income from continuing operations
  per share                               $0.06          $0.22
Loss from discontinued operations
  per share                                  --             --
  Net income (loss) per share             $0.06          $0.22

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

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

</TABLE>
<TABLE>
<CAPTION>

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

                                       For the
                                        Year
                                        Ended
                                        1997
<S>                                   <C>
Net sales                              $142,242
Cost of product sold                     86,967
  Gross profit                           55,275

Selling, general and administrative
  expense                                46,717
Depreciation and amortization             2,005
  Income from operations                  6,553

Interest expense                         (4,670)
Other income                                719
  Income before provision for
<PAGE 40>
    income taxes                          2,602

Provision for income taxes                1,011
  Income from continuing operations       1,591

Loss from discontinued operations:
Write-down of investment in
  subsidiaries, net of taxes            (18,789)
Loss from discontinued operations,
  net of tax                             (3,937)
Total loss from discontinued
  operations                            (22,726)
  Net income (loss)                    ($21,135)

Income from continuing operations
  per share                               $0.34
Loss from discontinued operations
  per share                              ($4.79)
  Net income (loss) per share            ($4.45)

Weighted average shares outstanding   4,745,014

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

</TABLE>
<TABLE>
<CAPTION>


Hahn Automotive Warehouse, Inc.
   and Subsidiaries
Consolidated Statements of Change
in Stockholders' Equity
  (In thousands, except share and per share data)


                             Common                    Additional
                              Stock                    Paid-In
                             Shares        Amount      Capital
<S>                        <C>         <C>            <C>
Balance at
  September 30, 1996         4,562,513           $46     $24,607


<PAGE 41>

     Net loss

    Stock dividend             182,501             1       1,368

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

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 and per share data)


<PAGE 42>
                                        Accumulated
                                           Other
                            Retained   Comprehensive
                            Earnings       Income       Total
<S>                        <C>         <C>            <C>
Balance at
  September 30, 1996            $8,846                   $33,499

    Net loss                   (21,135)                  (21,135)

    Stock dividend              (1,369)

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     $14,758

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

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

<PAGE 43>

</TABLE>
<TABLE>
<CAPTION>


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

                                             For the
                                              Years
                                               Ended
                                            September 30,
                                     1999      1998      1997
<S>                                <C>        <C>        <C>
Cash Flows from operating
  activities:
  Net income from continuing
    operations                         $280    $1,039     $1,591
  Items to reconcile net income
    to cash provided by operating
    activities:

    Depreciation and amortization     1,775     1,602      2,005
    Provision for doubtful
      accounts                          142       453      1,176
    Loss from discontinued
      operations, before
      non-cash items                     --        --     (3,103)
  Change in assets and
    liabilities:
    Trade receivables                (2,124)      947     (1,119)
    Inventory                          (464)   (1,521)     1,020
    Other assets                       (260)    1,983     (3,901)
    Accounts payable and
      other accruals                    951    (2,058)       232
    Net assets of discontinued
      operations                         --        --      9,243
      Net cash provided by
        operating activities            300     2,445      7,144


<PAGE 44>

Cash flows from investing
  activities:
  Additions to property,
    equipment and leasehold
    improvements, net                  (833)     (279)    (1,067)
    Net cash used in investing
      activities                       (833)     (279)    (1,067)

Cash flows from financing
  activities:
  Net borrowings under
    line of credit                    1,965      (996)    (1,433)
  Proceeds from long-term
    debt and demand notes               544     6,119         89
  Payment of long-term
    debt and demand notes            (1,737)   (6,555)    (3,501)
  Payment of notes payable -
    officers and affiliates            (149)     (711)      (237)
  Payment of capital lease
    obligations                        (338)     (326)      (442)
    Net cash provided by
      (used in) financing
      activities                        285    (2,469)    (5,524)

Net (decrease) increase
  in cash                              (248)     (303)       553
Cash at beginning of year               329       632         79
Cash at end of year                     $81      $329       $632

Supplemental disclosures
  of cash flow information:
  Cash paid during the year
    for:
    Interest                         $3,656    $3,916     $4,689
    Income taxes                        $72       $95       $297

Supplemental disclosure of
  non-cash investing
  activities:
  Debt issued in connection
    with acquisitions                  $137        --     $1,900
<PAGE 45>
Supplemental disclosure of
  non-cash financing
  activities:
  Issuance of 182,501 shares
    of common stock in
    conjunction with the 4%
    stock dividend in fiscal
    1997                                 --        --     $1,369

  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>


Hahn Automotive Warehouse, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Amounts in Thousands, Except Share and Per Share Data)
September 30, 1999

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. (the "Company") and its  wholly-
owned subsidiaries.  As a result of its bankruptcy filing on July
24,  1997, the Company's Autoworks, Inc. subsidiary (see Note  2)
was  deconsolidated.   All significant intercompany  transactions
have been eliminated.





<PAGE 46>

   Marketable Security

    The  Company's only marketable security is a zero coupon bond
purchased  as collateral against liability claims for  which  the
Company is self-insured.  The Company has classified the bond  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."  Unrealized  holding
gains and losses, net of deferred income taxes, are reflected  as
a separate component of stockholders' equity until realized.  For
the  purpose  of  computing realized gains and  losses,  cost  is
identified on a specific identification basis.

   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  $2,992  and
$3,179 at September 30, 1999 and 1998, 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.

   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 accounts
for  pre-opening costs at new stores in accordance with Statement
of   Position   98-5,  "Reporting  on  the  Costs   of   Start-Up
Activities", expensing such costs as incurred.

   Revenue Recognition

   The Company recognizes revenue upon shipment of product.





<PAGE 47>
   Advertising

   Advertising expenses are charged to operations during the year
in  which they are incurred and were approximately $702, $786 and
$1,128  for  the years ended September 30, 1999, 1998  and  1997,
respectively.

   Comprehensive Income

    During  Fiscal Year 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 investments held as  available-for-
sale  and is presented in the Consolidated Statements of  Changes
in  Stockholders' Equity.  The adoption of SFAS No.  130  has  no
impact on total stockholders' equity.

   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 has adopted SFAS No. 128, "Earnings Per  Share",
which  was issued by the Financial Accounting Standards Board  in
1997.   SFAS No. 128 requires dual presentation of basic earnings
per  share  ("EPS") and diluted EPS on the face of all statements
of  earnings  for periods ending after December 15, 1997.   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.   The  adoption of SFAS No. 128 had  no  effect  on  EPS
reported in prior periods.

   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.


<PAGE 48>

   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.

   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

   Certain reclassifications of fiscal 1998 and 1997 financial
statements and related footnote amounts have been made to conform
to the fiscal 1999 presentation.

2.   Discontinued Operations

    In  the  third quarter of Fiscal 1997, the Company  made  the
decision  to  exit  the  Autoworks,  Inc.  ("Autoworks")   retail
business.   On  July  24, 1997, the Company's retail  subsidiary,
Autoworks,  filed  for reorganization under  Chapter  11  of  the
United  States  Bankruptcy Code in the United  States  Bankruptcy
Court  in  the  Western District of New York  to  assure  orderly
administration of Autoworks' assets and liabilities.   Since  the
Chapter  11  filing,  Autoworks  has  operated  as  a  debtor-in-
possession while its assets are being liquidated, and  its  debts
repaid   and   restructured.   As  a  result,  the  Company   has
deconsolidated, and classified as a discontinued  operation,  the
Autoworks' subsidiary, which was accounted for on the liquidation
basis  of  accounting, effective July 24, 1997.  The consolidated
financial  statements  presented  herein  (including  all   prior
periods'  statements  which  have  been  restated)  reflect   all
discontinued operations separately from continuing operations.






<PAGE 49>

    The  Company recorded a provision of $18,789, net of tax,  in
the  third quarter of Fiscal 1997, for the loss expected  on  the
divestment  of  the  Autoworks retail business.   This  provision
included  the write down of the Company's investment in Autoworks
to  its  net  realizable value and a reserve for obligations  for
which  the  Company  is jointly liable with Autoworks,  including
self-insured  exposures  and certain  real-estate  and  equipment
leases guaranteed by the Company.

3. Marketable Security

   The  marketable security held at September 30, 1999  and  1998
   is  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

   September 30, 1998

   Debt security:
     Zero Coupon Bond   $550    $789   $     239

4. Property, Equipment and Leasehold Improvements

   Property, equipment and leasehold improvements consist of  the
   following:

                                   September 30,    Useful Lives
                                   1999      1998      (Years)

  Land                             $   25   $   25        -
  Buildings                           880      880     10 - 30
  Buildings under
   capitalized leases               4,422    4,422       10
  Leasehold improvements            2,251    2,227       10
  Computer equipment                2,484    2,103        6
  Furniture and fixtures            4,314    4,343        8
  Vehicles                          2,996    3,084      4 - 5
                                      17,372   17,084



<PAGE 50>

        Less - Accumulated
         depreciation and
         amortization                 10,480    9,471

                                      $6,892   $7,613

   Depreciation  and  amortization expense related  to  property,
   equipment  and  leasehold improvements  for  the  years  ended
   September  30,  1999, 1998 and 1997 was approximately  $1,554,
   $1,440  and  $1,614,  respectively.  Included  in  accumulated
   depreciation and amortization at September 30, 1999  and  1998
   was   approximately   $1,115  and   $673,   respectively,   of
   accumulated amortization on capital leases.

5. Long-Term Debt

   Long-term debt includes the following:

                                    September 30,
                                      1999      1998

   Credit Facility Agreement       $  37,113  $ 36,566
   Notes payable-officers and
    affiliates                         1,843     1,993
   Other long-term debt                2,264     2,038

                                      41,220    40,597
      Less - Current portion           1,169     2,468

                                   $  40,051  $ 38,129

   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   5.4%   and   8.25%,
   respectively, at September 30, 1999.









<PAGE 51>

   The   Credit   Facility   Agreement   is   collateralized   by
   substantially  all  of  the  Company's  assets  and   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  obtained  waivers   for   all
   covenant violations during Fiscal 1999.

   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,  in  the
   aggregate  amount  of $2,150.  The Notes,  which  are  due  in
   October, 2003, bear interest which is payable monthly, at  the
   annual  rate  of 12%.  The remaining balance of notes  payable
   due  to  officers and affiliates is comprised of a  number  of
   notes  to related parties with varying terms.  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: 2000 - $1,169; 2001 - $785;  2002  -
   $1,578; 2003 - $36,060; 2004 - $44 and thereafter - $1,584.

6. Commitments and Contingencies

   Leases
   The  Company  leases certain facilities from related  parties.
   These  leases have been accounted for as capital leases  under
   SFAS No. 13.

   Payments  made for capital leases amounted to $683,  $540  and
   $527  for the fiscal years ended September 30, 1999, 1998  and
   1997, 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  $2,850,  $2,911  and  $2,792,  which   included
   approximately  $1,423,  $1,616  and  $1,381  of  payments   to
   related  parties for the years ended September 30, 1999,  1998
   and 1997, 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  $267, $460 and  $519,  for  the  years
   ended September 30, 1999, 1998 and 1997, respectively.
<PAGE 52>
   Future  minimum  rental  payments under noncancellable  leases
   for  fiscal  years subsequent to September  30,  1999  are  as
   follows:

                              Capital
                              Leases     Operating Leases
                              Related    Related
                              Parties    Parties     Other

   2000                         $683  $   1,378  $   1,382
   2001                          683      1,323        894
   2002                          575      1,073        476
   2003                          575        921        304
   2004                          575        596         91
   Thereafter                  1,973         23         17

                           $   5,064  $   5,314  $   3,164

       Less - Interest         1,496

                               3,568

       Less - Current portion    372

       Long-term portion      $3,196

   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.

   Uncertainties Related to the Bankruptcy of Autoworks
   On   April  22,  1998,  a  Settlement  Agreement  and  Release
   ("Settlement  Agreement") was negotiated between  the  Company
   and    the    Official    Unsecured    Creditors'    Committee
   ("Committee").  Under the Settlement Agreement, the  Committee
   agreed to release the Company from all claims in exchange  for
   the  Company's payment to the Autoworks bankruptcy  estate  of
   up  to  a maximum of $2.0 million over five years.  If certain
   payments  are  made in a timely manner, the Company  will  pay
   less  than  $2.0 million, but not less than $1. 6  million  by
   June  15, 2002.  Such amounts are appropriately reserved  for.
   The bankruptcy court approved the Settlement Agreement by

<PAGE 53>

   court  order  dated  June 18, 1998.  The Settlement  Agreement
   was  thereafter signed by all parties and the Company made the
   first  payment  to  the  Autoworks bankruptcy  estate  in  the
   amount of $320,000 on July 1, 1998, and the second payment  in
   the  amount  of  $320,000 on July 1, 1999.   On  November  18,
   1999,  the  Company agreed to a modification of the Settlement
   Agreement  that will increase the required annual payments  to
   $353,333 on June 15, 2000, June 15, 2001 and June 15, 2002.

7. Income Taxes

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

                                         1999    1998      1997
   Continuig operations:
    Current
     Federal                            $ 469   $ (42)     $ 1,423
     State                                 20      33          315
                                          489      (9)       1,738
    Deferred:                            (338)    674         (727)
     Total provision for income tax
      from continuing operations          151     665        1,011

   Discontinued operations:
    Current                                 -       -       (3,923)
    Deferred                                -       -       (4,027)
     Total benefit from income
      taxes from discontinued
      operations                            -       -       (7,950)

   Total provision for (benefit from)
    income taxes                        $ 151   $ 665      $(6,939)

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

                                        1999       1998
   Accounts receivable                $  470     $1,204
   Inventory                            (993)    (1,070)
   Accrued liabilities                 1,448        858
   Deferred compensation                 174        156
   Other                                 141        115

   Net operating loss carryforward     2,679      2,317

       Net deferred tax asset         $3,918     $3,580

<PAGE 54>

   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.

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 $105 for the Fiscal Year ended September 30,
   1999,  and was $99 and $108 for the years ended September  30,
   1998 and 1997, respectively.

9. Net Income Per Share

   Net income per share was calculated as follows for the fiscal
   years ended September 30:

                                1999        1998        1997
 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                 $     280   $   1,039    $ (21,135)

 Basic and Diluted EPS      $     .06   $     .22    $   (4.45)

   The  potential  exercise  of  outstanding  stock  options   of
   419,258,  550,450 and 560,329 at September 30, 1999, 1998  and
   1997,  respectively, has not been included in the  calculation
   of diluted EPS since the effect would be antidilutive.

10.Stockholders' Equity and Stock Options

   On  March 15, 1997, the Board of Directors declared a 4% stock
   dividend  on the Company's common stock, which was distributed
   May 1, 1997 to stockholders of record as of April 10, 1997.

<PAGE 55>

   Accordingly,  amounts equal to the fair market  value  of  the
   additional  shares  issued  have  been  charged  to   retained
   earnings  and credited to common stock and additional  paid-in
   capital at September 30, 1997.

   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.

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

                                           Option Price
                                              Range
                              Shares        Per Share

   Options outstanding
    October 1, 1996           461,354     8.50 to 30.69
    Exercised                    -             -
    Expired                   (11,899)    8.00 to 13.50
    Granted                    89,250     7.50 to 8.00
    Stock Dividend             21,624     7.50 to 30.69

   Options outstanding
    September 30, 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

<PAGE 56>

   Options exercisable at
    September 30, 1999        334,439    $3.50 to $13.75

   Included in exercisable options at September 30, 1998 are
   140,608 options reserved for sale to the President and Chief
   Executive Officer of the Company, which expired during 1999.
   These options became exercisable annually beginning April 29,
   1997 at option prices ranging from $17.33 to $30.69.

   In  October  1995,  the Financial Accounting  Standards  Board
   issued   SFAS   No.   123,   "Accounting   for   Stock   Based
   Compensation",   which   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".  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,   as
   required  by  SFAS  No.  123, 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  Black-Scholes  option
   pricing  model with the following weighted-average assumptions
   for 1999 and 1998, respectively:

                                          1999           1998

Dividend yields                            0%              0%
Volatility factors of the expected
 market price of the Company's
 common stock                          75.34%           30.88%
Expected option life                  5 years          5 years
Interest rate on the date of the
 grant, with the maturity equal
 to the expected term                4.56% - 4.60%  5.49% - 5.99%

   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 $7.44 and $7.98  at
   September  30,  1999  and  1998, respectively.   The  weighted
   average  fair  value  of options granted in  Fiscal  1999  was
   $2.94  for both options whose stock price on the date  of  the
   grant  equaled  the  exercise price and  options  whose  stock
   price on the date of the grant was less than the exercise

<PAGE 57>

   price.  The weighted average fair value of options granted  in
   1998  was $5.88 for options whose stock price on the  date  of
   grant  equaled the exercise price.  The pro forma compensation
   expense  the Company would have recognized was $132, $274  and
   $76  in 1999, 1998 and 1997, respectively.  The Company's  pro
   forma information is as follows:

                               1999    1998      1997

   Pro forma income from     $ 194   $ 872    $ 1,543
    continuing operations
   Pro forma income from
    continuing operations
    per share                $ .04   $ .18    $   .33

   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.

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  1999,  1998  and  1997  is  as  follows  (dollars   in
   thousands):


<PAGE 58>
                                  1999        1998        1997

Net Sales to Customers
    Full Service Distribution   $111,744   $113,584      $122,052
    Direct Distribution           19,254     19,919        20,190
  Total Net Sales to            $130,998   $133,503      $142,242
Customers

Operating Income
    Full Service Distribution     $3,243     $4,388        $5,565
    Direct Distribution              466        676           988
  Total Operating Profit          $3,709     $5,064        $6,553
Interest Expense                  (3,650)    (3,771)       (4,670)
Other Income                         372        411           719
Consolidated Pre Tax Income         $431     $1,704        $2,602

Identifiable Assets
    Full Service Distribution    $73,152    $72,383       $72,513
    Direct Distribution            6,571      5,928         5,279
  Total Identifiable Assets      $79,723    $78,311       $77,792

Capital Expenditures
    Full Service Distribution       $846       $406        $1,125
    Direct Distribution               20         38            29
  Total Capital Expenditure         $866       $444        $1,154

Depreciation and Amortization
    Full Service Distribution     $1,584     $1,417        $1,822
    Direct Distribution              191        185           183
  Total Depreciation and
    Amortization                  $1,775     $1,602        $2,005

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, 1999 and 1998:

                         Dec. 31    Mar. 31    June 30
   Fiscal
     1999

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

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

<PAGE 59>

      Net Income           ($268)      ($67)      $293

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

   Fiscal 1998

Net sales                $31,539    $32,313    $35,808

    Gross profit         $12,129    $12,034    $13,154

      Net income             $77        $76       $410

      Net income per share $0.02      $0.02      $0.09


  (a) The sum of quarterly amounts do not equal the fiscal
      year amount due to rounding.


                         Sept. 30     Year
   Fiscal 1999

Net sales                $33,738   $130,998

    Gross Profit         $12,826    $37,611

      Net income            $322       $548

      Net income per share $0.07     $0.06

   Fiscal 1998

Net sales                $33,843   $101,964

    Gross profit         $13,408    $38,596

      Net income            $476       $962

      Net income per share $0.10      $0.22


  (a) The sum of quarterly  amounts do not equal the fiscal
      year amount due to rounding.



<PAGE 60>
              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 23, 1999, 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 23, 1999


  Hahn Automotive Warehouse, Inc.
    Schedule II - Valuation and Qualifying Account Reserves
    For the Years Ended September 30, 1999, 1998 and 1997
      (Amounts in thousands)

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

1999
Allowance for
doubtful accounts
and notes
receivable         $  2,719   $    142   $   (846)  $   2,015




<PAGE 61>

1998
Allowance for
doubtful accounts
and notes
receivable         $  3,230   $    453   $   (964)  $   2,719

1997
Allowance for
doubtful accounts
and notes
receivable         $  2,209   $  1,176   $   (155)  $   3,230





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

                         September 30, 1999

                         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 10-
               K  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)*
<PAGE 62>

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 10.4         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)*

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.  33-
               48694)  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)*


<PAGE 63>

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.  33-
               48694)  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)*

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)*



<PAGE 64>

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.  33-
               48694),  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)*

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)*


<PAGE 65>

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.  33-
               48694)  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)*

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.  33-
               48694),  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)*
<PAGE 66>

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 (Exhibit  10.27  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 (Exhibit  10.28  to
               Hahn's Registration Statement on Form S-1  (No.
               33-48694) as filed with the SEC on January  19,
               1993)*

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)*





<PAGE 67>

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)*

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 (filed herewith)

Exhibit 10.47        Second  Amendment  to Loan  and  Security
               Agreement dated September 30, 1999 between Hahn
               and Fleet Capital Corporation (filed herewith)

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).*


<PAGE 68>

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)*

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
               (filed herewith)

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)

Exhibit 27            Selected Financial Data (filed herewith)





<PAGE 69>

*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 10.46

            AMENDMENT TO LOAN AND SECUIRTY AGREEMENT

                                                    EXHIBIT 10.46


            AMENDMENT TO LOAN AND SECURITY AGREEMENT


       THIS  AMENDMENT  TO  LOAN  AND  SECURITY  AGREEMENT  (this
"Amendment") is made as of February 10, 1999, by and between HAHN
AUTOMOTIVE WAREHOUSE, INC.  ("Hahn" or the "Borrower") and  FLEET
CAPITAL CORPORATION (the "Lender").

WITNESSETH:

      WHEREAS,  the  Borrower  and Meisenzahl  Auto  Parts,  Inc.
("Meisenzahl"), as co-Borrowers, and the Lender have  executed  a
certain Loan and Security Agreement dated October 22, 1997 ("Loan
Agreement"),  and  related agreements and documents,  to  reflect
financing arrangements then established by the Lender for and  on
behalf of the Borrower and Meisenzahl;

     WHEREAS, Meisenzahl merged into Borrower effective September
30,  1998,  as a result of which Hahn is and shall  be  the  sole
Borrower  under  the  Loan Agreement and related  agreements  and
documents; and

      WHEREAS,  the Borrower and the Lender desire to  amend  the
Loan  Agreement  under the terms an conditions set  forth  below.
Any  capitalized terms used in this Amendment without  definition
shall  have  the  meanings assigned to those terms  in  the  Loan
Agreement.

      NOW,  THEREFORE,  in consideration of the mutual  covenants
herein  contained and intending to be legally bound  hereby,  the
parties hereto agree as follows:


<PAGE 70>

      1.    Section  8.3  (ii) of the Loan  Agreement  is  hereby
amended to provide that the Fixed Charge Covenant required to  be
achieved by the Borrower shall be not less than (a) .45 to 1  for
the  three (3) month period ending December 31, 1998 and also for
the  three (3) month period ending March 31, 1999, (b) .80  to  1
for the three (3) month period ending June 30, 1999, (c) 1.25  to
1  for the three (3) month period ending September 30, 1999,  and
(d)  1.0  to 1.0 for the twelve (12) month period ending December
31,  1999 and also for the twelve (12) month periods respectively
ending  on  the  last day of each fiscal quarter thereafter  (the
foregoing covenant requirements set forth in clauses (a), (b) and
(c)   above  being  in  lieu  of  and  therefore  replacing   the
requirements  as of such respective dates currently contained  in
such Section 8.3 (ii)).

      2.    The Borrower hereby represents and warrants that  (a)
all  of  its representations and warranties in the Loan Agreement
are  true and correct, (b) no Default or Event of Default  exists
under the Loan Agreement are true and correct, (c) this Amendment
has   been  duly  authorized,  executed  and  delivered  by   and
constitutes  the  legal,  valid and  binding  obligation  of  the
Borrower, enforceable in accordance with its terms, and  (d)  the
Borrower   has  reviewed  the  areas  within  its  business   and
operations  which  could  be  adversely  affected  by,  and   has
developed  or  is  developing a program to address  on  a  timely
basis,  the risk that certain computer applications used  by  the
Borrower  and its Subsidiaries (or any of its material suppliers,
customers  or  vendors)  may be unable to effectively  interpret,
process  and manipulate data and recognize and perform  properly,
date  sensitive functions involving dates prior to, on and  after
December 31, 1999 (the "Year 2000 Problem").  To the best of  the
Borrower's  knowledge, the Year 2000 problem will not  cause  any
Material Adverse Effect.

      3.    The Loan Agreement is further amended by adding a new
subsection 8.1.6 thereto as follows:

           8.1.6 Year 2000 Compliance.  Take all action necessary
to  assure  that the computer-based systems utilized by  Borrower
and  each  of  its  Subsidiaries  will  be  able  to  effectively
interpret,  process and manipulate data, including dates  before,
on  and  after December 31, 1999.  At Lender's request,  Borrower
shall  provide  to  Lender assurance reasonably  satisfactory  to
Lender  that the computer-based systems utilized by the  Borrower
and  each of its Subsidiaries, for which the inability to process
and manipulate

<PAGE 71>

data involving dates before, on and after December 31, 1999 would
have a Material Adverse Effect, are able to recognize and perform
without material error functions involving dates before,  on  and
after December 31, 1999.

      4.    This  Amendment  may  be  signed  in  any  number  of
counterparts  or  copies and by the parties  hereto  on  separate
counterparts, but all such copies taken together shall constitute
one and the same instrument.

      5.    This Amendment will be binding upon and inure to  the
benefit  of  the  Borrower and the Lender  and  their  respective
successors and assigns.

     6.   This Amendment modified and is deemed incorporated into
the Loan Agreement.  To the extent that any term or provision  of
this  Amendment  is or may be deemed expressly inconsistent  with
any  term  or  provision  in the Loan Agreement,  the  terms  and
provisions  hereof shall control.  Except as amended hereby,  the
terms  and provisions of the Loan Agreement remain unchanged  and
in full force and effect.

      IN WITNESS WHEREOF, and intending to be legally bound, this
Amendment is executed and delivered by the parties hereto  as  of
the date first written above.

                              HAHN AUTOMOTIVE WAREHOUSE, INC.


                              By:        s//Peter J. Adamski

                              Print Name:

                              Title:     Vice President -
                                         Finance and Chief
                                         Financial Officer


                              FLEET CAPITAL CORPORATION

                              By:         s// Walter Schuppe

                              Print Name:

                              Title:      Vice President
<PAGE 72>



                          EXHIBIT 10.47

         SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT





                                                    EXHIBIT 10.47

         SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT


     THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this
"Amendment") is made as of September 30, 1999, by and between
HAHN AUTOMOTIVE WAREHOUSE, INC. ("Hahn" or the "Borrower") and
FLEET CAPITAL CORPORATION (the "Lender").

                           WITNESSETH:

     WHEREAS, the Borrower and Meisenzahl Auto Parts, Inc.
("Meisenzahl"), as co-Borrowers, and the Lender have executed a
certain Loan and Security Agreement dated October 22, 1997 ("Loan
Agreement"), and related agreements and documents, to reflect
financing arrangements then established by the Lender for and on
behalf of the Borrower and Meisenzahl;

     WHEREAS, Meisenzahl merged into Borrower effective September
30, 1998, as a result of which Hahn is and shall be the sole
Borrower under the Loan Agreement and related agreements and
documents; and

     WHEREAS, the Borrower and the Lender desire to amend the
Loan Agreement under the terms and conditions set forth below.
Any capitalized terms used in this Amendment without definition
shall have the meanings assigned to those terms in the Loan
Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants
herein contained and intending to be legally bound hereby, the
parties hereto agree as follows:

1.   Section 8.3 (ii) of the Loan Agreement is hereby amended to
provide that the Fixed Charge Covenant required to be achieved by
the Borrower shall be not less than (a) .60 to 1.0 for the three
(3) month period ending September 30, 1999, (b) .50 to 1 for the
twelve (12) month period ending December 31, 1999, and also for
the twelve (12) month periods ending on each March 31, 2000 and
June 30, 2000, (c) .70 to 1 for the twelve (12) month period

<PAGE 73>

ending September 30, 2000, and (d) 1.0 to 1.0 for the twelve (12)
month period ending December 31, 2000 and also for the twelve
(12) month periods respectively ending on the last day of each
fiscal quarter thereafter (the foregoing covenant requirements
set forth in clauses (a), (b) and (c) above being in lieu of and
therefore replacing the requirements as of such respective dates
currently contained in such Section 8.3 (ii)).

2.   The Borrower hereby represents and warrants that (a) all of
its representations and warranties in the Loan Agreement are true
and correct, (b) no Default or Event of Default exists under the
Loan Agreement, and (c) this Amendment has been duly authorized,
executed and delivered by and constitutes the legal, valid and
binding obligation of the Borrower, enforceable in accordance
with its terms.

3.   This Amendment may be signed in any number of counterpart
copies and by the parties hereto on separate counterparts, but
all such copies taken together shall constitute one and the same
instrument.

4.   This Amendment will be binding upon and inure to the benefit
of the Borrower and the Lender and their respective successors
and assigns.

5.   This Amendment modifies and is deemed incorporated into the
Loan Agreement.  To the extent that any term or provision of the
Amendment is or may be deemed expressly inconsistent with any
term or provision in the Loan Agreement, the terms and provisions
hereof shall control.  Except as amended hereby, the terms and
provisions of the Loan Agreement remain unchanged and in full
force and effect.

     IN WITNESS WHEREOF, and intending to be legally bound, this
Amendment is executed and delivered by the parties hereto as of
the date first written above.

                              HAHN AUTOMOTIVE WAREHOUSE, INC.


                              By:          Peter J. Adamski

                              Printed Name:


<PAGE 74>

                              Title:       Vice President -
                                           Finance and Chief
                                           Financial Officer


                              FLEET CAPITAL CORPORATION


                              By:          Walter Schuppe

                              Printed Name:

                              Title:       Vice President




                          EXHIBIT 10.55

                       ASSIGNMENT OF LEASE




                                                  Exhibit 10.55

                       ASSIGNMENT OF LEASE

      WHEREAS, RICHARD COHEN AND SUZANNE COHEN ("Assignors")  own
real  property as shown on Schedule "A" and made part hereof (the
"Property");

       WHEREAS,  Assignors  have  leased  the  Property  to  Hahn
Automotive Warehouse, Inc. and Harry R. Boos ("Tenants") pursuant
to  lease  agreements dated October 9, 1996 and August  22,  1989
respectively (the "Leases");

      WHEREAS,  Assignors are transferring the  Property  to  FCA
Associates (the "Assignee");

      NOW,  THEREFORE,  in consideration of the  mutual  promises
herein contained, Assignors and Assignee agree as follows:

          1.                   Assignors  hereby grant,  transfer
          and  assign to Assignee all of their right,  title  and
          interest  in and to the Leases, together with  any  and
          all extensions and renewals thereunder and hereby agree
          to  hold  Assignee harmless from all losses,  expenses,
          costs,  claims  and  liabilities (including  reasonable
          attorneys  fees) arising out of Assignor's  failure  to
          perform   or   comply  with  any  of   the   landlord's
          obligations  pursuant  to  the  Leases  prior  to   the
          effective date of this Assignment.



<PAGE 75>

          2.                  Assignee hereby assumes the rights,
          responsibilities and the liabilities  of  the  landlord
          pursuant  to  the  Leases and  hereby  agrees  to  hold
          Assignors  harmless from all losses,  expenses,  costs,
          claims and liabilities (including reasonable attorneys'
          fees  arising out of Assignee's failure to  perform  or
          comply  with any of the landlord's obligations pursuant
          to  the Leases subsequent to the effective date of this
          Assignment.

     IN WITNESS WHEREOF, this assignment has been executed on the
12th day of January, 1999.

                              Assignors:


                              ss/ Richard Cohen
                              RICHARD COHEN


                              ss/ Suzanne Cohen
                              SUZANNE COHEN


                              ASSIGNEE:

                              FCA ASSOCIATES


                              By: ss/
                              Its:  Partner


STATE OF NEW YORK)
COUNTY OF MONROE) ss:

       On  this  12th  day  of  January,  1999,  before  me,  the
subscriber,  personally appeared Richard Cohen and Suzanne  Cohen
to  me  personally known and known to me to be the  same  persons
described in and who executed the foregoing instrument, and  duly
acknowledged to me that they executed the same.


                              ss/
                              Notary Public








<PAGE 76>

STATE OF NEW YORK)
COUNTY OF MONROE) ss:

      On  this  ______ day of January 1999, before me  personally
came  Eli Futerman to me known, who, being by me duly sworn,  did
depose  and  say  that he is a member of the Partnership  of  FCA
Associates,  the Partnership described in and which executed  the
foregoing instrument for and on behalf of said Partnership.


                                   ss/
                                   Notary Public

                          SCHEDULE "A"


PREMISES


Merchants Road      719 N. Winton Road       Hahn Automotive
                    215 Merchants Road       Warehouse, Inc.
                    Rochester, New York

Farmington          1295-1297 Mertensia Road Hahn Automotive
                    Farmington, New York     Warehouse, Inc. and
                                             Harry Boos

Gates               410 Spencerport Road     Hahn Automotive
                    Rochester, New York      Warehouse, Inc.




                           EXHIBIT 21

                      LIST OF SUBSIDIARIES

                                                  EXHIBIT 21



                      LIST OF SUBSIDIARIES


     Autoworks, Inc.          Michigan

     HFV, Inc.                Delaware

     iAutoparts, Inc.         New York




                           EXHIBIT 23

               CONSENT OF INDEPENDENT ACCOUNTANTS

                                                       EXHIBIT 23




               CONSENT OF INDEPENDENT ACCOUNTANTS

<PAGE 77>

We  hereby  consent  to the incorporation  by  reference  in  the
Registration Statement on Form S-8 (File nos. 333-85533, 33-64100
and 33-81854) of Hahn Automotive Warehouse, Inc. and Subsidiaries
of  our  report dated November 23, 1999 relating to the financial
statements, as of September 30, 1999 and 1998 and for  the  three
fiscal  years ended September 30, 1999,  which  is  included   in
this  Annual  Report  on  Form 10-K.   We  also  consent  to  the
incorporation by reference of our report dated November 23,  1999
relating  to the financial statement schedule, which  appears  in
this Form 10-K.


PricewaterhouseCoopers LLP
Rochester, New York
December 7, 1999




                           EXHIBIT 24

                POWERS OF ATTORNEY FOR DIRECTORS

                                                    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, 1999, 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:     December 1, 1999


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


                        POWER OF ATTORNEY

<PAGE 78>

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, 1999, 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:     December 1, 1999


                         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, 1999, 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:     December 1, 1999


                         By:  s// Robert I. Israel
                              Robert I. Israel, 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, 1999, 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 79>

Date:     December 1, 1999


                         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, 1999, 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:     December 1, 1999


                         By:  s// Eli N. Futerman
                              Eli  N. Futerman, President,  Chief
                              Executive Officer and 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, 1999, 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:     December 1, 1999


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

<PAGE 80>




                        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, 1999, 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:     December 1, 1999


                         By:  s// Peter J. Adamski
                              Peter J. Adamski, Vice President -
                              Finance and Chief Financial Officer

                           EXHIBIT 27

                     Selected Financial Data






















<PAGE 81>
                                                    EXHIBIT 27

                     SELECTED FINANCIAL DATA