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 (Fee Required)


For the Fiscal Year Ended:                    Commission File Number
September 30, 1996                                   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

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  16,  1996,
(based  upon the closing price of $8.00 on that day, as  reported
on  the NASDAQ NMS)  was approximately $14,731,992.  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 16, 1996,:   4,562,513.
              Documents Incorporated By Reference

Portions of the Registrant's definitive Proxy Statement for its
1997 Annual Meeting of Shareholders, which will be filed with the
Securities and Exchange Commission pursuant to regulations 14A, not
later than 120 days after September 30, 1996, 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.  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 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 Operation" of this Form 10-K.

Hahn  Automotive  Warehouse,  Inc. is  a  regional  distributor  of
automotive    aftermarket   products    to    commercial    service
establishments  and  a  regional specialty retailer  of  automotive
aftermarket products to the Do-It-Yourself ("DIY") consumer.

Hahn  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 and its consolidated subsidiaries.

The  Company's wholesale business, which is conducted through Hahn,
consist  of  11  full-service distribution centers, four  specialty
distribution centers, and nine direct distribution centers  located
along  the  Eastern  Seaboard and in the  Midwest.   The  Company's
wholesale business also includes 82 jobber stores which operate  in
the  same  areas as its full-service distribution centers generally
under  the  Advantage Auto Store name.  The Company's  wholly-owned
subsidiary,  AUTOWORKS,  Inc. ("Autoworks"),  operates  129  retail
stores,  which  are  located in Michigan, Indiana,  West  Virginia,
Kentucky, and Ohio.

During  fiscal 1996, the Company made significant progress  in  the
implementation  of  the  AUTOWORKS retail  division  re-engineering
plan.  This  plan,  which  was designed to improve  the  division's
financial  performance, consists of a number of organizational  and
operational changes and an expense reduction program.  The  changes
included  adjusting store count (mainly through unprofitable  store
closings), relocating stores, remodeling stores using a new  layout
and replacing external store signs.  As part of the plan, AUTOWORKS
also  introduced new products and increased inventory carried at  a
number of locations. These changes led to a significant decline  in
the  AUTOWORKS  operating loss for fiscal 1996 compared  to  fiscal
1995.

In  fiscal 1996 the Company's wholesale business continued to grow,
mainly as a result of progress in the direct distribution division.
During fiscal 1996, the Company's direct distribution centers had a
13.9%  comparable  net sales increase.  On October  14,  1996,  the
Company   acquired  four  more  direct  distribution   centers   in
Rochester, New York.

Finally,  in  fiscal 1996, the Company closed a new  $47.5  million
multi-bank  credit  facility.  This facility is described  in  more
detail under the "Liquidity and Capital Resources" section of  Item
7  -  "Management's Discussion and Analysis of Financial  Condition
and Results of Operation" of this Form 10-K.



(b)  Industry Segment Information

Certain  financial information concerning sales,  business  segment
earnings,  and  identifiable assets attributable  to  each  of  the
Company's reportable industry segments are set forth in Footnote  9
of  this  Form  10-K  within the Company's  consolidated  financial
statements for the 1996 fiscal year.

(c)  Narrative Description of Business

The  Company's  operations have been classified into  two  industry
segments: wholesale and retail sale of automotive aftermarket parts
and products.  Below is a description of each segment.

Industry Overview

Multi-tiered  distribution  systems  currently  exist  within   the
automotive  aftermarket.  Parts are distributed through  wholesale,
retail,  and  direct distribution.  The Company believes  that  the
automotive  aftermarket  is  changing  as  a  result  of  (i)   the
proliferation  of the number of auto parts required  to  serve  the
growing  number  of domestic and foreign vehicle makes  and  models
available in the United States, and (ii) the consolidation  in  the
automotive  parts  aftermarket due to parts proliferation  and  the
fragmented  nature of the industry.  The Company  further  believes
that these developments represent growth opportunities.

In  the  Company's  opinion, distributors such  as  Hahn  are  well
positioned to take advantage of these growth opportunities  because
of  their  ability  to  achieve economies of scale  in  purchasing,
inventory  management and employee training.  Further, the  Company
believes  that  the  factors cited above for giving  rise  to  such
opportunities  are causing a growing number of independent  jobbers
to  become associated with programmed distribution groups, such  as
Auto  Value  Associates, Inc. ("Auto Value"), and that  distributor
members  of  such  groups,  like the Company,  will  be  the  prime
beneficiaries. (For a description of program, see section  entitled
"Auto Value Program.")

At  the  specialty retailer level, parts proliferation has made  it
difficult  for  smaller independent retailers and less  specialized
mass  merchandise  chains  to maintain  inventory  selection  broad
enough  to  meet customer demands.  The Company believes that  this
creates  a  competitive advantage for automotive retailing  chains,
such  as  AUTOWORKS,  because  they generally  have  the  financial
resources  and  distribution capability to  stock  and  deliver  an
inventory selection broad enough to meet customer demands.

Wholesale Distribution Centers and Jobbing Store Network

Hahn  purchases over 130,000 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 approximately 320 manufacturers,
and distributes these products through its distribution network  to
more  than  1,600  independent jobbing stores and 82  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.  Hahn's distribution network consists of 11
full-service  distribution  centers,  four  specialty  distribution
centers,  and  nine direct distribution centers located  along  the
Eastern Seaboard and in the Midwest.  Hahn generally does not  sell
tires or perform automobile repairs or installations through either
its distribution centers or jobbing operations.

Distribution Strategy

Hahn's distribution strategy is based on six key elements:

     Rapid  Delivery From Extensive Inventory - Hahn  maintains  a
broad  product  inventory of approximately 130,000 SKUs  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  -  Hahn
is   a   customer   driven  company  built  on  strong,   long-term
relationships.    Hahn   provides  operational   support   to   its
customers  on  a  regular basis to assist them in many  aspects  of
their   businesses.   In  addition,  Hahn  maintains  trained   and
experienced  sales  and  distribution center  personnel  to  assist
jobbers in selecting parts and filling their inventory needs.

     Growth  through  Acquisition - Hahn seeks  to  capitalize  on
industry  consolidation  by  acquiring  distribution  centers   and
jobbing  stores where there are opportunities to enhance  financial
performance  through the application of Hahn's  own  marketing  and
management  methods and operational economies.  Hahn's  network  of
distribution   centers  presently  stretches  from  Indiana,   east
through  Ohio  and  New York, and south along the Eastern  Seaboard
to North Carolina.

     Growth in Existing Markets - Hahn 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 Hahn.

     Leadership  in  Auto  Value Programmed Distribution  Group  -
Auto  Value  is  one of the fastest growing independent  nationwide
purchasing   and   marketing  programs  in  the  automotive   parts
aftermarket.   The  Company  believes  that  it  is   the   largest
participant  by  sales volume and number of jobbing  customers  who
subscribe  to  Auto  Value's  marketing  program.   Hahn  seeks  to
convert  its  independent  jobbing  customers  to  the  Auto  Value
program,  as  the  Company requires such customers  to  source  the
preponderance of their inventory needs from Hahn.

     Operating Efficiencies - Hahn'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.  In addition,  Hahn
has  been  successful  in the past at overall  integration  of  its
distribution  center and jobbing store acquisitions  and  improving
the  earnings of such acquisitions through implementation of  these
operating  efficiencies  and  through  the  realization   of   such
economies of scale.

Products

Hahn's   distribution  centers  and  Company-owned  jobber  stores,
operating  as Advantage Auto Stores and Genuine Auto Parts  in  the
Dayton,  Ohio, area (herein collectively referred to as  "Advantage
Auto  Stores"), 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  full-service  distribution
network,   consisting   principally  of  new   and   remanufactured
automotive  hard parts, as well as maintenance items and  accessory
products.    Hard  parts  include, among others,  brakes,  exhaust,
engine parts, suspension parts, and fuel systems.

Hahn'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  17.2%, 15.7%, and 16.9% of Hahn's net sales,  within
the wholesale division in each of the last three fiscal years, with
the  remainder  of  net  sales derived from manufacturer's  branded
products.  Since Parts Master brand products enable Hahn  to  enjoy
higher  profit  margins as compared to name  brand  products,  Hahn
continually  seeks   ways   to   expand   sales   of  Parts  Master
products, in some instances by having national brand manufacturers
supply these products under this label.
Distribution Center Operations

Central  to  Hahn's strategy of providing rapid distribution  of  a
broad  variety of parts is a distribution system comprised  of  two
varieties  of  distribution  centers:  full-service  and  specialty
(which  consist  of  pick-up and accessory  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.
Hahn  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.  Hahn also maintains a specialty distribution
center  to  centralize the purchasing and distribution of accessory
items.

As  of October 31, 1996, Hahn operated 11 full-service distribution
centers,  (which  includes the Moraine,  Ohio,  location,  that  is
dedicated to AUTOWORKS), three pick-up distribution centers and one
accessory  distribution  center.  The inventory  carried  by  full-
service  distribution  centers generally range  from  approximately
34,000  to  75,000  SKUs,  while the pick-up  distribution  centers
stock,  on  average, approximately 32,000 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,  a
sales  force  and  an  average of 41 clerical,  stock-handling  and
delivery  employees.   Customers may place their  stock  orders  by
computer, telephone, fax or in person at service counters.

Direct Distribution

Commencing with the Company's acquisition of Meisenzahl Auto  Parts
Inc.  and an affiliate company (collectively, "Meisenzahl") at  the
end  of  fiscal  1994, the Company entered the direct  distribution
market.    During  fiscal  1995,  the  Company  established   three
additional direct distribution centers (two of which do business as
Professional Auto Warehouse) in targeted metropolitan areas, and in
early fiscal 1997, acquired four direct-distribution centers in the
Rochester, New York, area, all of which generally do not  currently
service  the Company's jobbers.  These direct distribution  centers
are  characterized  by  their relatively low  overhead  and  modest
inventory   investment   (compared  to  full-service   distribution
centers).   The  Company  has selected direct  distribution  center
locations  based on both competative rent and a high  concentration
of repair bays.

The  Company believes that its direct distribution centers carry  a
more  complete  inventory  selection  than  other  national  direct
distributors.   The  average  direct  distribution  center   stocks
approximately  27,000 SKUs, with the largest stocking  over  57,000
SKUs.   These  locations  stock and sell a  complete  inventory  of
replacement  parts for foreign and domestic cars, vans,  and  light
trucks   at  competitive  prices  because  they  utilize  a  direct
distribution system, rather than the traditional three-step  system
used by other suppliers in the industry.  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
orders on a rapid basis.

The  Company acquired four direct-distribution locations  in  early
fiscal  1997  and expects to continue to expand the number  of  its
direct  distribution centers by opening new locations during fiscal
1997, subject to debt service and other funding needs.

As  of  October 31, 1996, the direct distribution centers  had  161
employees,  all  of  whom  were management,  sales,  clerical,  and
distribution center employees;  of this total, 25 were part time.

Auto Value Program

Hahn  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.

Eli N. Futerman, President of Hahn, was the Chairman until December
31,  1995,  and  is currently a director of Auto Value  Associates,
Inc. The primary purpose of Auto Value is to provide its members on
non-discriminatory  terms  the benefits  of  collective  purchasing
power  and  the  services described above.  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

Hahn'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.

Hahn   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 Hahn.  These customer  support
services  are  supplemented by manufacturers' sales representatives
who periodically call on Hahn's customers on behalf of Hahn and  by
annual trade shows at various Company locations.

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

During  fiscal  1996, 34 new independent jobber customers  (net  of
departing  members)  joined the Auto Value  program  through  Hahn.
During  fiscal  1996,  one independent jobbers  resigned  from  the
program and 14 were terminated, for failing to meet certain program
requirements.   As  of October 31, 1996, 224 of Hahn's  independent
jobber  customers  and  all  of Hahn's  82  Advantage  Auto  Stores
participated in the Auto Value marketing program.


Advantage Auto Stores

To  support  its  distribution center business, Hahn  operates  a
chain  of  jobbing  stores under the Advantage Auto  Store  name,
except  for  certain Company-owned jobbing stores in the  Dayton,
Ohio,  region which operate under the Genuine Parts Company name;
references to Advantage Auto Stores in this report include  these
jobbing  stores. The Advantage Auto Stores are located  only  in
regions supplied by Hahn's full-service distribution centers.  As
of  October  31,  1996, Hahn owned and operated  a  total  of  82
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 six years ago,  Hahn  embarked  on  a
jobbing  store  remodeling  project.  During  fiscal  1996,  Hahn
remodeled 12 jobbing stores. Hahn plans to remodel or relocate 21
jobbing stores in the next fiscal year.

Purchasing

All   product   selection  and  purchasing  functions   for   the
distribution  centers and the jobbing stores are  centralized  at
Hahn's  headquarters in Rochester, New York, except for accessory
products  which  are  purchased by management  of  the  specialty
distribution center.  Hahn purchases its products from more  than
320 suppliers which ship directly to Hahn's 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  Hahn  extends  to   its
customers.  In general, Hahn 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.   Hahn  extends a return  policy  to  its  stocking
customers.   From  time to time, Hahn's suppliers  permit  it  to
defer  payments  for  certain product lines for  several  months.
Such  deferrals  are often extended by a supplier  in  connection
with  promotional programs, seasonal products and the opening  of
new distribution centers.

In  fiscal  1996,  Hahn's  15  largest  suppliers  accounted  for
approximately 64% of its total distribution center purchases, and
its  largest  supplier  accounted for approximately  20%  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.  Hahn's suppliers
are generally able to meet its demand for products.

Inventory Control and Management Information System

Hahn'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
aftermarket,  operates  on  mainframe computers  located  at  the
Company's  Rochester, New York, headquarters  and  links  all  of
Hahn's distribution centers.  The system enables Hahn's Advantage
Auto  Stores  and  independent jobbing customers  to  communicate
electronically  with  Hahn.   A majority  of  Hahn's  independent
jobber  customers  have  the capability  to  access  pricing  and
product   availability  information  in  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

Hahn's Advantage Auto Stores promotes 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

Hahn  owns  and has registered its Advantage Auto Store trademark
in  the  United States Patent and Trademark Office.  In addition,
Hahn  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, Hahn 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 Hahn's business.

Competition

The  automotive replacement parts market is highly fragmented and
competitive.   Hahn  competes  most directly  with  national  and
regional  warehouse distribution networks.  The Company  believes
that  the  largest  warehouse distribution  network  is  National
Automotive  Parts  Association, 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.  The wholesale distribution
market contains numerous other participants, including programmed
buyer  groups.  Hahn competes with these groups on the  basis  of
product availability, service, and price.

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

Distribution Center and Jobbing Store Employees

As  of October 31, 1996, Hahn had 1,128 employees in full-service
and  direct-distribution centers and jobbing operations, of  whom
77 were distribution center and jobbing store account executives,
51  were headquarters personnel, 167 were distribution center and
jobbing  store  management personnel and the remaining  833  were
distribution center workers, drivers, counter persons, data entry
and  other personnel.  Of these employees, 868 were full time and
260  part  time.  As of October 31, 1996, a total of 16 employees
at  two  distribution centers were represented  under  collective
bargaining  agreements.  Hahn 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.

AUTOWORKS Retail Stores

Retail Operations

The   Company's   automotive  parts  and  accessories   specialty
retailing   operations  are  conducted  through   its   AUTOWORKS
subsidiary.  AUTOWORKS operates a chain of 129 traditional  over-
the-counter  retail  stores which serve  the  DIY  market.   Each
AUTOWORKS  store  carries new and remanufactured automotive  hard
parts,  maintenance  items,  and  accessories  for  domestic  and
foreign  cars,  vans and light trucks.  AUTOWORKS stores  do  not
provide automotive repairs, installations or other services.   In
a  continuing  effort to support environmental issues,  AUTOWORKS
stores offer an oil recycling program, free to the public.

As of October 31, 1996, AUTOWORKS' 129 stores were located in the
following states:
<TABLE>
<CAPTION>
                                     Number of
                    State         AUTOWORKS Stores
                    <S>                                <C>
                    Michigan . . . . . . . . . . . . . 63
                    West Virginia  . . . . . . . . .    7
                    Illinois. . . . . . . . . . . . . . 1
                    Ohio . . . . . . . . . . . . . . . .35
                    Indiana  . . . . . . . . . . . . . .20
                    Kentucky . . . . . . . . . . . . .  3
</TABLE>
Retail Marketing and Merchandising Strategy

AUTOWORKS'  marketing and merchandising strategy  is  to  provide
customers with exceptional service and parts selection  at  well-
designed  stores,  at a competitive price.  To do  so,  AUTOWORKS
stores  employ  personnel  with  technical  expertise  to  advise
customers  in  regard  to the correct part  and  application  and
provides   extensive  training  programs  to   these   personnel.
AUTOWORKS  stores are generally open from 8 a.m.  to  8  p.m.  on
Monday through Saturday and are typically open from 9 a.m.  to  6
p.m. on Sunday.

AUTOWORKS  stores offer a range of automotive replacement  parts,
maintenance items and accessories designed to cover a broad range
of  specific vehicle applications.  Each AUTOWORKS store  carries
the  same  basic product line, with emphasis on brand  names  and
other  high  quality products.  During fiscal  1996,  more  brand
names  were  added to the product line and the over-all  mix  was
modified  to  include  more appropriate  salable  and  profitable
items.   In  addition to brand name products, AUTOWORKS  sells  a
number  of products under its Master One and Master Stop  private
branded  labels, which generally have higher profit margins  than
brand   name   products.    AUTOWORKS  stores   generally   carry
approximately  12,500  SKUs.  The Company  is  currently  in  the
process of increasing the average number of SKUs carried  by  its
AUTOWORKS stores.

AUTOWORKS  maintains  a  special  order  program  to  assure  the
broadest  availability of merchandise at its stores.  Each  store
offers customers the ability to purchase virtually any automotive
part through a network of special order vendors.  The majority of
ordered  parts are available for the customer usually  within  24
hours.   The  Company also utilizes direct inquiry to  its  other
full-service distribution centers.  These special order parts are
generally available overnight.

Commercial Sales

In addition  to  retail  sales,  AUTOWORKS   stores  also  make
commercial  sales to professional mechanics, auto  repair  shops,
auto  dealers, fleet owners and general merchandisers  with  auto
repair  facilities, and other commercial repair  outlets  located
near  the  AUTOWORKS  store.  During  fiscal  1995,  the  Company
initiated a program to formalize commercial sales at 40  selected
AUTOWORKS  stores  to  increase the  number  of,  and  sales  to,
commercial  accounts.  To support this effort in the  commercial-
account  designated  stores, the average  SKU  count  carried  by
these stores was increased to between 12,500 and 14,000 SKUs.

To  provide the delivery capability to serve commercial accounts,
the  Company maintains light trucks in service at most  of  these
AUTOWORKS  stores.  The Company believes that it  can  offer  its
commercial   customers   an  advantage  over   most   traditional
commercial suppliers in parts selection and availability  due  to
the  greater  breadth  of its in-store and  distribution  network
inventories and with more convenient store locations.

Pricing

AUTOWORKS  generally  utilizes  an  every-day  low-price  policy.
Pricing  of  products  is  determined  by  the  Company  at   its
Rochester, New York, headquarters.

Store Formats and Visual Merchandising

Each AUTOWORKS store generally has a uniform ("programmed") store
layout  system  which  has been designed  to  promote  consistent
merchandise presentation.  The programmed layout was  created  to
give  stores  the appropriate linear square footage in  which  to
accomplish  a  general  merchandising  strategy  and  to   permit
AUTOWORKS' management to design display layouts (i.e., end  caps,
bulk displays, etc.) for all stores to implement.  The Company is
currently  using the programmed layout for new stores to  further
enhance traffic flow, store set-up, and merchandise presentation.
The AUTOWORKS stores range in size, on average, between 4,000 and
6,000 square feet.

Over the past three years, the Company has relocated 15 AUTOWORKS
stores.  The Company plans to continue to relocate stores  on  an
as-needed basis, with approximately six AUTOWORKS stores  planned
for  relocation  in fiscal 1997. In fiscal 1997,  AUTOWORKS  also
plans  to  open 10 new stores, subject to debt service and  other
funding needs.

Purchasing and Distribution

Product  selection  and purchasing functions  for  all  AUTOWORKS
stores  are  centralized at the Company's  Rochester,  New  York,
headquarters.   Substantially all of  AUTOWORKS'  merchandise  is
shipped  by vendors to AUTOWORKS' central distribution center  in
Moraine, Ohio, (which is located near Dayton, Ohio), for stocking
and  delivery  to  the  various AUTOWORKS stores.   (For  further
information   regarding   purchases,   see   "Purchasing"   under
"Wholesale  Distribution Centers and Jobbing  Store  Network"  in
this Form 10-K.)


Store Automation

Sales data is uploaded from each store to a central location  for
further  processing  and pricing changes are downloaded  to  each
store.   All  AUTOWORKS  stores have  electronic  Point  of  Sale
("POS")   computers,  and  they  are  linked  to  the   Company's
computerized inventory control system.

The POS system enables management to track store and Company-wide
sales   and  inventory  information  by  SKU,  establish  product
pricing,  measure  product profitability, and generate  inventory
replacement  orders from the store to the Company's  distribution
center.   The POS system also permits AUTOWORKS stores to  access
pricing and product availability information on a real-time basis
throughout the Company's distribution network.

The Company processing of customer special orders are handled  at
the   Moraine,  Ohio,  Distribution  Center,  and  electronically
outsourced through Hahn's linked network to all of the  Company's
distribution  centers.  If the appropriate part is not  available
in  the  Company's  distribution  center  network,  then  outside
vendors are contacted.

Advertising

AUTOWORKS  promotes  its  operations  primarily  through  printed
newspaper media.  During fiscal 1996, the Company also advertised
through  the  use  of television, radio, direct mail,  and  local
media.

AUTOWORKS Trademarks

AUTOWORKS   is   developing  trademarks  under   the   names   of
"Autoworks"  and "AUTOWORKS," based upon common-law  usage.   The
Company  believes that trademarks are an important  component  in
AUTOWORKS'  merchandising  and  marketing  strategy.    Trademark
applications  for  Master Cool, Master Flo  and  Master  One  are
pending.  Registrations for Prostar Express and Master Crank have
been approved.

The Company is developing these proprietary labels to enhance the
merchandise mix in the AUTOWORKS stores.  The Company intends for
these  new private labels to appear on a wide variety of products
that will offer both quality and value to AUTOWORKS' customers.

Competition

AUTOWORKS  competes principally in the retail or DIY segments  of
the  automotive  parts aftermarket, with national,  regional  and
specialty chains.  Several national specialty retail chains which
focus  on  the  DIY customer purchase directly from manufacturers
and  supply  parts  to the customer; some of  these  chains  also
provide  repair and installation services.  The Company  believes
that  the primary factors that affect competition in this  market
are   geographical  location,  customer  service,   knowledgeable
employees, product availability, product quality, and competitive
pricing.   The  Company competes in various geographical  markets
with competitors that may have substantial resources or have been
operating   longer  in  particular  areas.   Competition   varies
significantly by geographical market.

International

Hahn  and  "Pinros"  Automotive Spare Parts  Ltd.  of  Tel  Aviv,
Israel, through a joint venture operate a retail auto parts store
in  Israel, under the AUTOWORKS, Ltd. name.  The Company believes
that  it  is  the only American retail auto parts  chain  with  a
presence  in Israel, which is currently a fragmented market  with
no dominant seller of aftermarket products.

Employees

As  of  October 31, 1996, AUTOWORKS employed approximately  1,221
persons,   of   which  1,071  were  store  personnel,   88   were
distribution  center  personnel  at  AUTOWORKS'  Moraine,   Ohio,
Distribution Center and 62 were headquarters personnel.   Of  the
1,221   employees,  802  are  full-time  and  419  are  part-time
employees.

Item 2.    PROPERTIES

Distribution Center and Jobbing Facilities

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

As  of October 31, 1996, Hahn operated the following distribution
center locations:
<TABLE>
<CAPTION>
                        Approximate                
                       Gross Ground                
Location                   Level                   Type
                        Square Feet
<S>                               <C>              <C>
New York                       40,000              Full-Service
  Rochester                    37,000              Direct Dist.
  Rochester-North              11,400              Direct Dist.
  Rochester-South              15,000              Direct Dist.
  Rochester-                    5,000              Direct Dist.
Merchants                       4,500              Direct Dist.
  Rochester-Greece              5,000              Direct Dist.
  Rochester-Gates              35,000              Full-Service
  Farmington                   34,500              Full-Service
  Bronx                        27,800              Full-Service
  Syracuse                      8,000              Direct Dist.
  Buffalo                      22,000              Full-Service
  Buffalo                       5,700              Accessory
  Newburgh                     12,900              Direct Dist.
  Batavia
  Albany
Ohio                                               
  Dayton                        59,800             Full-Service
  Independence                  33,500             Full-Service
  Moraine                      312,000             Internal
                                                   Dist.
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 Dist.
</TABLE>
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  in  1997,  1999,  and 2000, respectively;  and  leases  a
Rochester  and  Buffalo direct distribution location  from  David
Appelbaum,  a  Vice  President of Hahn and a  shareholder,  which
expire  in September 2004.  A third direct distribution  location
in  Rochester 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  the  remaining facilities from  members  of  the
Futerman  family or affiliates thereof under leases which  expire
in  December  1997,  December 2001, and in one instance,  January
2004.  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,  1996, there were 82 Advantage  Auto  Stores
served by Hahn's distribution centers as follows:
<TABLE>
<CAPTION>
                                                                    
                         Advantage                             Advantage
Distribution Center     Auto Stores     Distribution Center       Auto
    Location              Serviced          Location             Stores
                                                                Serviced
<S>                         <C>         <C>                       <C>
Rochester, New York          16         Dayton, Ohio               22
Syracuse, New York           10         Goldsboro, North           7
                                        Carolina
Buffalo, New York            6          Richmond, Virginia         11
Newburgh, New York           2          Bladensburg, Maryland      6
Cleveland, Ohio              2                                      
                                        
</TABLE>
As  of  October 31, 1996, Hahn leased 78 and owned four Advantage
Auto  Stores sites.  As of October 31, 1996, leases on  12  store
sites were month-to-month, leases on 39 store sites had remaining
terms  of  three years or less, and leases on 31 store sites  had
remaining  terms  of  more  than three years,  excluding  renewal
options.  Hahn leases certain of these sites from members of  the
Futerman family.

The  Company  believes that the distribution center  and  jobbing
store  leases  with members of the Futerman family,  taken  as  a
whole,  are  no less favorable to the Company than  leases  which
could  have  been  obtained from third parties dealing  at  arm's
length.

AUTOWORKS Facilities.

AUTOWORKS  leases  from  an unaffiliated  party  and  operates  a
312,000 square foot distribution center located in Moraine, Ohio,
which  serves the AUTOWORKS store chain. The lease of the Moraine
distribution  center expires in December 1997.   The  Company  is
currently   exploring  alternative  locations  for  its   Moraine
distribution center at the end of the current lease.  The Company
expects that it will be able to either renew such lease or  lease
alternative premises.

All  but  one  of  the  AUTOWORKS stores are operated  in  leased
facilities.  The  majority of leases have  original  lease  terms
ranging  from five to 15 years with one to three renewal  options
of five years each.

The  Company  believes  that  its  facilities  are  suitable  and
adequate  for  the  operations involved  and  provide  sufficient
expansion capacity for contemplated growth.

Item 3.     LEGAL PROCEEDINGS.

The Company is involved in various 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.

On  May  31, 1995, a complaint was filed against the Company,  an
employee  of the Company, Arvin Industries, Inc. and an  employee
of  Arvin  Industries in the U.S. District Court for the District
of  Maryland  by AP Parts International, Inc. ("AP Parts")  being
Civil    Action   NO.   DKC-95-1611.   The   Complaint    alleged
misappropriation of trade secrets by the employee of the  Company
(a  former employee of AP Parts) and a conspiracy in restraint of
trade  in  violation  of Federal antitrust laws.   The  Complaint
sought $3 million in damages against the Company  under the trade
secret  claim  and  $3  million in damages (or  $9  million  when
trebled  as  permitted under the Federal antitrust statues  under
the  conspiracy claim).  The claims arose out of a  product  line
change over by the Company from AP Parts to Arvin.  On  July  22,
1996,  the lawsuit was dismissed with prejudice at no expense  to
the Company.

On  October 31, 1995 a complaint was filed against the Company by
27  employees or former employees 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 on the part of the Company to pay overtime  wages
to  certain  individuals believed by the  Company  to  be  exempt
employees.   The Company is vigorously defending this action  and
maintains  that its conduct was appropriate and not wrongful.  To
that  end,  on September 9, 1996, the Company filed a motion  for
summary  judgment; the plaintiff cross moved for partial  summary
judgment.  Both motions have been fully briefed and submitted for
decision  by the court.  While the outcome of this litigation  is
inherently  uncertain, the Company believes that it  is  unlikely
that  any  adverse  verdict would have  a  significant  financial
impact on its financial condition.


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

No  matter was submitted during the fourth quarter of fiscal 1996
to a vote of the Company's shareholders, through the solicitation
of proxies or otherwise.
                              PART II

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

The  Company's  common  stock is traded in  the  over-the-counter
market  and  quoted  on  the National Association  of  Securities
Dealer   Automated   Quotation  System-National   Market   System
("NASDAQ").   Its trading symbol is HAHN.  The table below  shows
the  range  of high and low actual trade prices for the Company's
common  stock during each quarterly period of fiscal  years  1996
and 1995:
<TABLE>
<CAPTION>
Fiscal Year Ended              Fiscal Year Ended
Sept. 30, 1996   High  Low     Sept. 30, 1995     High    Low
<S>              <C>   <C>     <C>                 <C>    <C>
1st Quarter      7     5 7/16  1st Quarter        16 5/8  14 3/4

2nd Quarter      8 3/4 5 3/4   2nd Quarter        15 3/4  11 7/8

3rd Quarter      9 1/2 8 1/8   3rd Quarter        11 3/4    9 /16

4th Quarter      9 1/4 8       4th Quarter         9 3/4    6 5/8
</TABLE>
The  Company did not pay any cash dividends in fiscal years  1993
through 1996.  The Company did issue a 4% stock dividend  on  May
1,  1995 and May 1, 1996, to holders of record on April 10,  1995
and April 10, 1996, respectively.  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.
Agreements  with lenders prohibits the Company from  paying  cash
dividends on its common stock, provided, however, for each fiscal
year  ending after September 30, 1996, the Company may distribute
dividends if it is not in default and would not be put default by
virtue  of  such  dividends.  The amount of  the  aggregate  cash
dividend  may  not  exceed  certain  specified  amounts  of   the
Company's  cumulative  consolidated net income  for  such  fiscal
year.

On  December  3,  1996, there were 77 holders of  record  of  the
Company's  common stock and the Company believes there  were  863
beneficial owners.

Item 6.     SELECTED FINANCIAL DATA

The following table sets forth selected consolidated financial
information of the Company for each of the five fiscal years in
the period ended September 30, 1996.  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)                                                           
                                                                      
                                                                         
                                             1996          1995      1994 (1)
<S>                                              <C>             <C>      <C>
Income Statement Data:                                                       
     Net sales                              $221,371        $224,393 $215,415
     Cost of products sold                   130,435         134,981  131,494
     Gross profit                             90,936          89,412   83,921
     Selling, general and                                                    
     administrative expense                   80,928          84,123   71,838
     Depreciation and amortization             3,113           3,126    2,607
     Income from operations                    6,895           2,163    9,476
     Interest expense                        (4,408)         (4,415)  (3,171)
     Interest and service charge                                             
     income                                      520             505      507
     Income (loss) before provision                                           
     for income taxes                          3,007         (1,747)    6,812
     Provision for (benefit from)                                            
     income taxes                              1,148           (370)    2,671
                                                                             
     Net income (loss)                        $1,859        ($1,377)   $4,141
                                                                             
     Net income (loss) per share (4)            $.41          $(.30)     $.96
     Weighted average shares                                                 
     outstanding (4)                       4,562,513      4,561,479 4,323,583
                                                                        
Pro Forma (2)  (3):                                                          
     Historical income before                                                
     income taxes                                                            
     Pro forma adjustments other                                             
     than income taxes                                                       
     Pro forma income before                                                 
     income taxes                                                            
     Pro forma income taxes                                                  
                                                                             
     Pro forma net income                                                    
                                                                             
     Pro forma net income                                                    
     per share (4)                                                           
                                                                             
     Pro forma weighted average                                              
     shares outstanding (4)                                                  
                                                                             
Balance Sheet Data:                                                          
     Working capital                         $56,730         $55,729  $52,409
     Total assets                            108,958         110,480  112,542
     Long-term debt and capital                                              
     lease obligations, excluding                                            
     current maturities                       40,893          41,368   38,173
     Stockholders' equity                     33,499          31,640   32,973
                                                                             
Income Statement Data:                       1993        1992
     Net sales                              $119,074      $109,665
     Cost of products sold                    76,047        72,252
     Gross profit                             43,027        37,413
     Selling, general and                                         
     administrative expense                   33,767        29,943
     Depreciation and amortization             1,785         1,558
     Income from operations                    7,475         5,912
     Interest expense                        (2,294)       (2,461)
     Interest and service charge                                  
     income                                      476           491
     Income (loss) before provision                               
     for income taxes                          5,657         3,942
     Provision for (benefit from)                                 
     income taxes                              1,786      --
                                                                  
     Net income (loss)                        $3,871        $3,942
                                                                  
     Net income (loss) per share (4)                              
     Weighted average shares                                      
     outstanding (4)                                              
                                                                  
Pro Forma (2)  (3):                                               
     Historical income before                                     
     income taxes                             $5,657        $3,942
     Pro forma adjustments other                                  
     than income taxes                           208           655
     Pro forma income before                                      
     income taxes                              5,865         4,597
     Pro forma income taxes                    2,276         1,669
                                                                  
     Pro forma net income                     $3,589        $2,928
                                                                  
     Pro forma net income                                         
     per share (4)                              $.83          $.71
                                                                  
     Pro forma weighted average                                   
     shares outstanding (4)                4,322,939     4,130,090
                                                                  
Balance Sheet Data:                                               
     Working capital                         $39,560       $29,312
     Total assets                             66,486        61,298
     Long-term debt and capital                                   
     lease obligations, excluding                                 
     current maturities                       21,974        23,161
     Stockholders' equity                     26,548        14,409
</TABLE>
(1)  Includes the results of operations of AUTOWORKS from its
date of acquisition on November 29, 1993.

(2)  Assumes the following occurred on October 1, 1991: (I) the
acquisition of 11 Futerman family Advantage Auto Stores purchased
January 1, 1992; (ii) the acquisition of nine Futerman family
Advantage Auto Stores purchased April 1, 1992; (iii) the
elimination of intercompany sales between the Company and these
twenty stores; (iv) the termination of arrangements with a
related party partnership and the resulting net reduction of
advertising expense; and (v) the sale of sufficient shares of
Common Stock in the initial public offering and the application
of the net proceeds therefrom to retire certain outstanding
indebtedness and to pay the final S Corporation distribution.

(3)  For the period prior to January 1, 1993, the Company was an
S Corporation and was not subject to corporate income taxes.  The
pro forma net income has been computed as if the Company were
subject to corporation income taxes for all periods presented,
based on the tax laws in effect during the respective periods.

(4)  Net income per share and weighted average shares outstanding
as of September 30, 1995 and 1994 and the pro forma net income
per share and pro forma weighted average shares outstanding for
1993 and 1992, have been restated to reflect 4% stock dividends
to shareholders of record on April 10, 1996 and 1995.  The stock
dividends to shareholders of record on April 10, 1996 and 1995.
The stock dividend was distributed on May 1, 1996 and 1995.

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 statement 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" below  in
this Item 7.

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

General

During  the  periods  discussed below,  the  Company's  results  of
operations  and  financial  condition have  been  affected  by  two
acquisitions.  The first acquisition occurred in November 1993 when
the Company acquired the stock of AUTOWORKS for approximately $12.3
million.   At  the  time, AUTOWORKS operated 159 retail  automotive
parts  stores  principally in the Midwest.  The second  acquisition
occurred   on   September  30,  1994  when  the  Company   acquired
Meisenzahl, through a tax-free stock exchange.  Meisenzahl operated
three  direct  distribution centers in Western New  York.   (For  a
further  description of the acquisitions, see  Footnote  2  of  the
Consolidated Financial Statements.)

On  October  14, 1996, the Company acquired a former customer  with
four  direct-distribution centers which operate in  the  Rochester,
New  York area  The total purchase price was $2.7 million, of which
the  Company  paid $600,000 in cash and the balance  with  deferred
payments.  The cash portion of the purchase price was financed with
borrowings under the Company's new Credit Facility described in the
"Liquidity  and  Capital Resources" section below.   These  centers
will  be  integrated into the Company's direct distribution  center
division.

Results of Operation

Fiscal Year 1996 Compared to Fiscal Year 1995

Net  sales for fiscal 1996 declined $3.0 million, or 1.3%, from the
prior  fiscal  year to $221.4 million.  The decline is attributable
to  a  11.4%  drop  in AUTOWORKS net sales which was  substantially
offset  by  net sales increases of 33.4% at the direct distribution
centers,  4.1% at the Advantage Auto Stores and 3.0% at  the  full-
service distribution centers.

The  direct  distribution  net sales  increase  resulted  from  the
addition of two direct distribution centers since the beginning  of
fiscal 1995 and a 13.9% increase in comparable location sales  from
the  previous  fiscal year.  Growth in Advantage  Auto  Stores  net
sales  resulted  from  four stores opened since  the  beginning  of
fiscal  1995  (which was offset to a certain extent by  four  store
closings  during  fiscal  1996) and a 3.9% comparable  store  sales
increase.   Full-service distribution center  sales  grew  by  3.0%
over  fiscal  1995  as  a  result of additional  unit  sales.   The
AUTOWORKS sales decline is principally due to 11 net store closings
and a 7.0% comparable store sales decrease (primarily as the result
of  increased competition in certain markets), both of  which  were
offset to a certain extent by increased selling prices.

Gross  profit for fiscal 1996 was $90.9 million, or 41.0 %  of  net
sales,  compared to $89.4 million, or 39.8% of net sales for fiscal
1995.  Gross profit expressed as a percentage of net sales grew  as
the  result  of  increased  sales prices at  AUTOWORKS,  purchasing
economies,  and to a lesser extent, the changing sales  mix  (i.e.,
increase  of  Advantage Auto store sales which  generally  carry  a
higher gross margin than full-service distribution center sales).

Selling, general and administrative expense decreased $3.2  million
from  $84.1 million in fiscal 1995, or 37.5% of net sales, to $80.9
million,  or  36.6%  of  net sales, in  fiscal  1996.   The  dollar
decrease  is primarily attributable to reduced AUTOWORKS net  sales
and  the  Company's expense reduction program, which was  partially
offset  by expenses incurred in the closing, relocating, remodeling
and  opening  of AUTOWORKS and Advantage Auto Stores.  The  expense
ratio  decrease is generally attributable to the Company's  expense
reduction program.

The Company plans (subject to debt service and other funding needs)
to  open during fiscal 1997 10 AUTOWORKS stores, additional  direct
distribution  centers  and Advantage Auto Stores  where  there  are
opportunities in geographical areas in which the Company  operates.
Although the Company expects to incur additional expense related to
these   additions,  such  costs  are  not  expected  to  have   any
significant  impact on the overall company.  Any  costs  associated
with  the  additions are expected to be equaled or exceeded  within
the  year  by  the increased gross profit generated from  sales  of
these new locations.

Depreciation and amortization expense decreased $13,000 for  fiscal
1996  from the previous fiscal year.  This decrease is attributable
to the Company's increased use of operating leases for replacements
of  fixed  assets,  such  as vehicles and  computers;  the  use  of
operating  leases has resulted from the annual capital  expenditure
limitation  imposed by the Company's new Credit Facility  discussed
under  the  "Liquidity and Capital Resources" heading  below.   The
Company expects this trend to continue in fiscal 1997 and result in
additional  selling, general and administrative expenses;  however,
these  expenses should be offset to a certain extent by a  decrease
in depreciation expense.

Income from operations for fiscal 1996 increased $4.7 million  from
$2.2 million, or 1.0% of net sales in fiscal 1995, to $6.9 million,
or  3.1  %  of net sales in fiscal 1996.  On a segment  basis,  the
Company's   wholesale  business  (i.e.,  full-service  distribution
centers, direct distribution centers and Advantage Auto Stores) had
an  operating  profit  of $8.8 million, while the  retail  business
(i.e., AUTOWORKS) had an operating loss of $1.9 million.  Wholesale
operating  profits  dropped $1 million primarily  as  a  result  of
increased  corporate  expenses  and  the  expiration  of  incentive
programs  for  newly  opened  direct distribution  centers;  retail
operating  losses  decreased by $5.7 million as  a  result  of  the
factors  discussed  above,  including the AUTOWORKS  re-engineering
plan.

Interest  expense was $4.4 million for both fiscal years.   Average
borrowings  outstanding  under  the  Company's   revolving   credit
facility  were  slightly lower in fiscal 1996; this was  offset  by
slightly higher interest rates during the fourth quarter of  fiscal
1996.   As discussed under "Liquidity and Capital Resources" below,
the  rates for the new revolving credit facility vary according  to
Company's debt coverage ratio.  Interest expense for fiscal 1997 is
expected  to  increase next year as a result of  higher  rates  and
increased borrowings.

Income  taxes  for  fiscal 1996 were $1.1  million  compared  to  a
benefit  of  $370,000  for fiscal 1995.  The  unusual  relationship
between the tax expense for 1996 and the tax refund for 1995 is due
to  taxes being payable in certain states despite the Company's net
loss for fiscal 1995.

As  a  result of the factors discussed above, for fiscal 1996,  the
Company had a net profit of $1.9 million, or $.41 per share,  which
compares  favorably  to the last fiscal year's  net  loss  of  $1.4
million,  or  $.30  per  share.  Earnings per  share  and  weighted
average  of shares outstanding as of September 30, 1995  and  1994,
and  for  each  of  the quarters presented, have been  restated  to
reflect the 4 % stock dividends to shareholders of record on  April
10,  1995 and 1996.  This dividend was distributed on May 1 of both
years.

Fiscal Year 1995 Compared to Fiscal Year 1994

Net  sales for fiscal 1995 increased $9.0 million or 4.2% over  the
prior  fiscal  year to $224.4 million.  The increase  is  primarily
attributable to the $10.4 million of net sales added by five direct
distribution  centers acquired or opened during  the  fiscal  year,
with  the balance resulting from a 1.2% increase in AUTOWORKS store
sales  and  a  2.5% increase in Advantage Auto Store  sales.  These
increases  were offset by a 5.6% drop in full-service  distribution
centers  sales, which resulted mainly from the loss  of  Meisenzahl
sales after the Company acquired the former customer.

AUTOWORKS sales increased on a year-over-year basis solely  as  the
result of AUTOWORKS being operated for the entire year, rather than
only  10 months as occurred in fiscal 1994. On an annualized basis,
AUTOWORKS sales dropped by 15.7% from fiscal 1994, primarily as the
result  of 14 net store closings, increased competition in  certain
markets and the dramatic swing from the harsh 1993-94 winter to the
mild 1994-95 winter.  Temperature extremes tend to enhance sales by
causing a higher incidence of parts failure and increasing sales of
seasonal products, while mild weather tends to depress sales.

Gross  profit  for fiscal 1995 was $89.4 million, or 39.8%  of  net
sales, compared with $83.9 million or 39.0% of net sales for fiscal
1994.  The dollar increase is attributable to the overall net sales
increase  discussed above, while both the dollar and the percentage
increases are due to the change in sales mix (i.e., the addition of
higher  margin sales from the direct distribution centers  and  the
Advantage Auto Stores) and purchasing economies achieved  with  the
AUTOWORKS and Meisenzahl acquisitions.

Selling,  general  and  administrative  expenses  increased   $12.3
million from $71.8 million in fiscal 1994, or 33.3% of net sales to
$84.1  million, or 37.5% of net sales in fiscal 1995.   The  dollar
increase  resulted  from the five new direct distribution  centers,
while  the percentage increase is primarily due to the addition  of
operations with higher expense ratios (including AUTOWORKS for  the
full  fiscal year).  The increases are also due to one-time charges
incurred   with   closing,  opening,  relocating,  and   remodeling
AUTOWORKS stores.

Depreciation and amortization expense increased $519,000 from  $2.6
million  in  fiscal  1994 to $3.1 million  in  fiscal  1995.   This
increase  is due to the addition of fixed assets from the AUTOWORKS
and   Meisenzahl   acquisitions.   AUTOWORKS'  fixed   assets   and
corresponding depreciation were present for the entire 1995  fiscal
year  compared to 10 months for fiscal 1994.  The Meisenzahl  fixed
assets  and  corresponding depreciation  were  not  present  during
fiscal 1994.

Income from operations decreased to $2.2 million for fiscal 1995 or
1.0% of net sales from $9.5 million for fiscal 1994 or 4.4% of  net
sales.  On a segment basis, the wholesale business had income  from
operations of $9.8 million and the retail business incurred a  loss
from operations of $7.6 million.

Interest expense increased $1.2 million from $3.2 million in fiscal
1994  to  $4.4 million in fiscal 1995.  The higher interest expense
resulted  from  Meisenzahl's $2.5 million of  debt,  carrying  the
AUTOWORKS  $13 million acquisition debt for an entire  fiscal  year
(compared to 10 months during the last fiscal year), higher average
borrowings  outstanding  under the revolving  credit  facility  and
generally higher interest rates.

The  net  loss of $1.4 million for fiscal 1995 (or $.30 per  share)
compared  unfavorably to a net profit of $4.1  million  for  fiscal
1994  (or $.96 per share).  The fiscal 1995 net loss is due to  the
factors  discussed above.  Earnings per share and weighted  average
shares outstanding as of September 30, 1994 and 1993, and for  each
of the quarters presented, have been restated to reflect a 4% stock
dividend  to shareholders of record on April 10, 1995.  This  stock
dividend was distributed on May 1, 1995.

Fiscal Year 1994 Compared to Fiscal Year 1993

Fiscal 1994's net sales of $215.4 million were significantly higher
than  fiscal  1993 net sales of $119.0 million.  Of this  increase,
approximately  $92.5 million is attributable to the  159  AUTOWORKS
stores  acquired  on November 29, 1993, $3.0 million  to  Advantage
Auto   Stores  and  the  remaining  $.9  million  to  full  service
distribution  centers.  Sales increases at both the jobbing  stores
and  the  full service distribution centers arose principally  from
increased  unit  sales.  At the distribution  center  level,  sales
increases  were offset, in part, by the conversion of the Company's
Baltimore  facility from a full-service distribution  center  to  a
pick-up   distribution  center  early  in  fiscal  1994   and   the
discontinuance of the Company's battery distribution centers in the
third quarter of fiscal 1994.

During  fiscal 1994, gross profit increased $40.9 million, or  95%,
from  $43  million in the previous fiscal year to $83.9 million  in
fiscal  1994.  Gross profit expressed as a percentage of net  sales
grew  from  36.1% in the previous fiscal year to 39.0%  for  fiscal
1994.   The  addition of AUTOWORKS during fiscal  1994  contributed
significantly to this increase, both in terms of dollars and  gross
profit percentage.  AUTOWORKS retail store sales generally carry  a
higher  gross  profit  percentage than  full  service  distribution
center  sales.   To  a lesser extent, the gross profit  improvement
resulted   from   actions  taken  by  management  using   increased
purchasing  power that resulted from the AUTOWORKS acquisition,  to
reduce overall costs of merchandise from suppliers.

Selling,  general,  and  administrative  expenses  increased  $38.1
million to $71.8 million in the 1994 fiscal year, and increased  to
33.3%  of  net sales during fiscal 1994 in comparison to 28.4%  for
the   previous   fiscal  year.   These  increases   are   primarily
attributable to the addition of AUTOWORKS sales, which have  higher
expense ratios.

Depreciation and amortization increased 46.1% from the 1993  fiscal
year  to  $2.6 million in the 1994 fiscal year.  This increase  was
primarily caused by the AUTOWORKS acquisition and, to some  extent,
the  increasing  costs  of  replacing  delivery  vehicles  for  the
Advantage Auto Stores and the full service distribution centers.

Income  from operations was $9.5 million or 4.4% of net  sales  for
fiscal 1994, compared to $7.5 million, or 6.3% of net sales for the
prior  fiscal  year.   Although profitable in  fiscal  1994,  as  a
percentage  of  net  sales,  AUTOWORKS had  a  dilutive  effect  on
operating  income.   Of the $9.5 million of operating  income,  the
wholesale  business contributed $8.4 million, or 6.9% of net  sales
and  the retail business contributed $1.1 million, or 1.1%  of  net
sales.

Interest expense increased from $2.3 million in fiscal 1993 to $3.2
million  in  fiscal  1994.  This increase  results  primarily  from
additional financing incurred to acquire and operate AUTOWORKS  and
to a lesser extent, the increases in interest rates during the last
half of the fiscal year.

Net  income  increased $552,000 or 15.4% from $3.6 million  of  pro
forma  net  income in fiscal 1993 to $4.1 million in  fiscal  1994.
This increase resulted from the factors discussed above.
Liquidity and Capital Resources

During fiscal 1996, operating activities generated net cash of $3.1
million,  resulting from net earnings adjusted for  non-cash  items
(including depreciation and bad debt) of $5.9 million being reduced
by  an  increase  in long-term notes receivable and other  deferred
assets.   The increase in long-term receivables and other  deferred
assets  resulted primarily from Hahn's investment in  the  "Pinros"
Automotive Spare Parts joint venture and certain financing costs.

For  fiscal 1995, operating activities consumed $2.5 million of net
cash,  principally resulting from a $3.3 million  increase  in  the
Company's working capital from the previous fiscal year end,  which
was partially offset by net earnings adjusted for non-cash items of
$2.7  million.  Increases in working capital resulted  mainly  from
the  AUTOWORKS and Meisenzahl acquisition and the opening of  three
new direct distribution centers since the beginning of fiscal 1995,
all  of  which  was  offset  by  moderate  inventory  and  accounts
receivables reductions and accounts payables increases  during  the
fourth quarter of fiscal 1995.

In fiscal 1994, operating activities used $2.2 million of net cash,
reflecting primarily a $12 million payment to AUTOWORKS vendors  in
connection  with  the termination of an extended  payment  program,
which  was  partially offset by net earnings adjusted for  non-cash
items  of  $7.6 million.  As of the 1994 fiscal year  end,  working
capital  increased $12 million due almost entirely to the AUTOWORKS
and Meisenzahl acquisitions.

Investing activities consist mainly of routine capital expenditures
for  delivery vehicles, computer equipment and store and  warehouse
fixtures, and periodically, for distribution center, jobbing  store
and  other  acquisitions. Capital expenditures were  $1.5  million,
$2.6   million,   and   $2.9  million  (excluding   the   AUTOWORKS
acquisition) in each of the last three fiscal years.  During fiscal
1994, the Company invested $10.8 million (net of cash acquired)  in
the  acquisition of AUTOWORKS.  This acquisition lead to  a  slight
increases  in routine capital expenditures during fiscal  1994.  In
the  absence  of  additional acquisitions, the Company  anticipates
capital expenditures during fiscal 1997 to be $1.5 million together
with  the  purchase incurred in the acquisition of the four  direct
distribution centers discussed above under the heading "General."

Financing activities for fiscal 1996 consumed $1.9 million  of  net
cash  and, for fiscal 1995 and 1994 provided $5.0 million and $15.8
million  of cash, respectively.  Funds consumed during fiscal  1996
generally reflect the paydown of long term debt which was partially
offset by net borrowings on the Company's revolving credit facility
and  the  Futermans' subordinated debt, referred to  below.   Funds
from  financing activities generally represent net borrowings under
the  Company's  revolving credit facility and are used  to  finance
working capital growth, capital expenditures and payments due under
the Company's 10 1/4% senior secured notes and capital leases.   In
fiscal  1994, the Company obtained a $13 million term loan to  fund
the  AUTOWORKS acquisition; the Company refinanced this  term  loan
with  proceeds  from  the Company's new Credit  Facility  described
below.  During  fiscal 1994, the Company funded the acquisition  of
new  computer hardware and software for AUTOWORKS through  a  five-
year  operating  lease with monthly payments of $54,750  each;  the
operating   lease  is  cross-defaulted  to  the  Company's   Credit
Facility.

The   Company  expects  in  the  future  to  make  small  strategic
acquisitions and during fiscal 1997 to open new direct distribution
centers  (in  addition  to  the  four direct  distribution  centers
acquired  in  October  1996), Advantage  Auto  Stores  and  10  new
AUTOWORKS stores, in each case to the extent that its debt  service
and  other funding needs permit.  The Company's ability to continue
to   open  new  direct-distribution  centers  will  depend  on  the
Company's ability to negotiate extended payment terms from vendors,
which  initially minimizes additional working capital requirements.
The  Company  believes that it will be able to continue  to  obtain
such  financing,  but there is no assurance of this.   The  Company
plans  to continue implementing the AUTOWORKS re-engineering  plan,
which  includes  increasing the number of SKUs  maintained  at,  or
available to, each AUTOWORKS store, improving inventory management,
marketing and merchandising strategies and opening, closing  and/or
relocating  non-performing stores.  This  initiative  will  require
additional working capital and capital expenditures and is  subject
to the Company's debt service and other funding needs.
On  June 30, 1996, the Company, its operating subsidiaries,  and  a
lending  syndicate  (the  "Syndicate  Banks")  led  by  Fleet  Bank
("Fleet")  entered  into a new Credit Facility  Agreement  ("Credit
Facility"),  the  proceeds  of which were  used  to  refinance  the
existing bank debt of the Company and its subsidiaries.  The Credit
Facility provides for a $47.5 million (subject to a borrowing  base
formula) revolving credit facility which matures in June 1999.   As
of  December 13, 1996, the Company had outstanding loans  of  $40.0
million,  leaving  availability of $7.5 million  under  the  Credit
Facility.   Loans  made  pursuant to  the  Credit  Facility  accrue
interest at a variable rate.  (See Note 4 to Consolidated Financial
Statements).  During  fiscal  1996, the  Company  entered  into  an
interest  rate  cap  agreement to hedge interest  costs  and  risks
associated with variable interest rates.  The agreement covers  50%
of the maximum borrowings under the Credit Facility and establishes
a  maximum prime rate of 8.5% for prime-rate borrowings, making the
variable   prime-rate  borrowings  fixed  rate  debt   subject   to
adjustment  based  on  the  Company's debt  coverage  ratios.   The
aggregate  notional principal amount covered by  the  agreement  is
$23.8  million,  all  of  which  matures  simultaneously  with  the
maturity  of borrowings under the Credit Facility.  The agreement's
counterparty is one of the Syndicate Banks and a credit  loss  from
the counterparty nonperformance is not expected.

The Company's obligations under the Credit Facility are secured  by
substantially   all  of  the  assets  of  the   Company   and   its
subsidiaries.   The  Company and its subsidiaries  are  subject  to
customary  secured  lending  covenants, including  restrictions  on
additional liens, additional indebtedness, sale of assets,  payment
of  dividends, affiliate transactions, certain loans,  investments,
acquisitions and fundamentals corporate changes (including  changes
to  the Futerman's stockholdings that would result in the Futermans
no  longer having effective voting control over the Company).   The
Company  and  its  subsidiaries are also required  to  comply  with
certain  financial  covenants,  including:   current  ratio,  fixed
charges  ratio,  funded  debt ratio, tangible  net  worth,  capital
expenditures, and collateral coverage ratio.  The most  restrictive
covenants  contained in the Credit Facility include  the  Company's
obligation to maintain a fixed-charge ratio of not less than 1.0 to
1.0 at the last day of each fiscal quarter for the most recent four
(4)  quarter periods and a collateral coverage ratio of 1.1 to  1.0
at  the  last day of each fiscal quarter. In addition,  the  Credit
Facility's  prohibition  on incurring capital  expenditures  beyond
$1.5  million (plus a percentage of the previous year's cash  flow)
annually   is   generally  below  the  Company's   average   annual
expenditures for fixed asset replacements for the two fiscal  years
preceding  the new Credit Facility and will require the Company  to
replace certain capital assets with operating leases.  In addition,
the  Credit  Facility's capital expenditure limitation  effectively
precludes  the Company from making future acquisitions without  the
consent of the Syndicate Banks.

In  connection with the Company's new Credit Facility, the  Company
repaid and refinanced the $2.5 million of loans advanced to  it  by
Michael  Futerman and Eli Futerman in February 1996.   The  Company
repaid   $350,000  of  this  debt  and  exchanged  five  (5)   year
subordinated  notes  with  the  Futermans  for  the  demand   notes
representing  the  remaining  $2,150,000  principal  balance.   The
Futermans' subordinated notes bear interest at the rate of 12%  per
annum.   Interest is payable monthly.  The notes are redeemable  at
the  option  of  the  Company, in whole or in part,  at  any  time,
subject to a Subordination Agreement with the Syndicate Banks.  The
notes  are  payable  in 50 equal monthly principal  payments  which
commence  on  January 1, 1997, and continue through  and  including
February  1, 2001.  In the event that the Company at any  time  has
net  income  of  $4,141,000 or greater, then, in  such  event,  the
Company must prepay principal on the notes in the aggregate  amount
equal to 19.186% of its net income above and beyond such net income
amount,  provided  that the Company is not  in  default  under  the
Credit  Facility and such payment does not result  in  the  Company
defaulting  thereunder.   The  Futermans'  subordinate  notes   are
unsecured and subordinated to all of the Company's indebtedness  to
the Syndicate Banks.

The  Company  expects to incur additional interest  expense  during
fiscal  1997  as a result of higher interest rates  under  the  new
Credit Facility and the borrowings from the Futermans.

During the fourth quarter of fiscal 1996, the Company reported that
it  may record a charge against earnings to establish a reserve for
costs  incurred  in  the  future for  certain  leases  assigned  by
AUTOWORKS  to  a third party prior to the Company's acquisition  of
AUTOWORKS.   The  third  party assignee of  the  leases  filed  for
protection  under the bankruptcy law and has rejected a  number  of
the  assigned leases.  As a result, certain landlords have asserted
claims against AUTOWORKS for remaining rents and charges due  under
the assigned leases.  AUTOWORKS intends to oppose such claims where
defenses  exist.  The Company is currently negotiating a settlement
with   AUTOWORKS   former   owner,  which   would   result   in   a
disproportionate  sharing by AUTOWORKS and its  former  owners  for
liability  resulting from the assigned leases.  To the extent  that
AUTOWORKS has legal liability to the landlords, it will attempt  to
mitigate such liability through the use or reletting of the  leased
property  or  by  other means.  The Company has not  established  a
reserve  for  the  expenses  which  it  anticipates  incurring   in
connection  with  these  leases as it  believes  existing  separate
reserves  are  sufficient.  The statements in  this  paragraph  are
forward-looking  and, therefore, are subject to certain  risks  and
uncertainties,   including,  among  others:   the   conclusion   of
settlement  negotiations  with AUTOWORKS'  former  owner  on  terms
acceptable to the Company; the rejection of additional leases;  the
Company's ability to successfully oppose or compromise claims  made
by  landlords under the assigned leases; the Company's  ability  to
successfully  use  or relet the property covered  by  the  assigned
leases; the rate at which the Company relets such property; and the
ability  of the Company to succeed in mitigating or offsetting  the
liability by any other means which may be available.

The  Company's  principal sources of liquidity for its  operational
requirements are internally generated funds, borrowings  under  its
revolving  credit  facility,  leasing  arrangements  and   extended
payment  terms  from vendors.  The Company anticipates  that  these
sources  will  provide sufficient working capital  to  operate  its
business,    make    expected   capital   expenditures,    continue
implementation of AUTOWORKS operational and organizational  changes
and  to  meet its other short-term and longer-term liquidity needs,
except  for repaying in full borrowings to the Syndicate  Banks  on
the  maturity  of the Credit Facility.  The Company currently  does
not  expect to generate cash flow sufficient to fund the  repayment
of  borrowings due under the Credit Facility upon its  maturity  in
June  1999  and accordingly, expects that it will seek to refinance
such  amounts  prior to such maturity.  No assurance can  be  given
that such refinancing can be successfully accomplished.

Recent Accounting Pronouncements

In  October  1995, Statement of Financial Accounting Standards  No.
123,  "Accounting  for  Stock-Based Compensation"("SFAS  123")  was
issued.  SFAS 123 encourages companies to adopt a fair value  based
method of accounting for stock-based compensation plans in place of
the  intrinsic  value  based  method  provided  for  by  Accounting
Principles  Board Opinion No. 25, "Accounting for Stock  Issued  to
Employees"("APB  25").   Companies  which  continue  to  apply  the
provisions of APB 25 must make pro forma disclosures in  the  notes
to  their financial statements of net income and earnings per share
as if the fair value based method of accounting defined in SFAS 123
had  been  applied.  The Company has not yet made  an  election  of
which method will be followed for fiscal 1997; the Company does not
believe  that  the  election, when made, will  have  a  significant
impact   on  the  Company's  results  of  operations  or  financial
condition.

In March 1995, Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and  for  Long-
Lived  Asset  be  Disposed  Of"(SFAS 121)  was  issued.   SFAS  121
establishes  accounting  standards  for  the  recognition  of   the
impairment  of long-lived assets, certain identifiable  intangibles
and goodwill related to those assets to be held and used, or to  be
disposed of.  The Company does not believe the adoption of SFAS 121
in fiscal year 1997 will have a significant impact on the Company's
results of operations or financial conditions.

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

The statements contained in this Form 10-K which are not historical
facts,  including  but  not  limited  to  (i)  the  realization  of
continued  benefits  from the AUTOWORKS re-engineering  plan,  (ii)
anticipated  trends  in the Company's business and  the  automotive
replacement parts industry, (iii) the sufficiency of cash  to  fund
the  Company's debt service requirements and working capital  needs
and  (iv)  the  statements  found under the  captions  "Results  of
Operation" and "Liquidity and Capital Resources" above, 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 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.

2.   The Company's financial performance is subject to and could be
negatively  impacted  by  changes in economic  conditions,  vehicle
quality,  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
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.

3.     The   Company's  AUTOWORKS  retail  division  is   currently
undergoing  a re-engineering effort involving a number  of  actions
discussed  elsewhere herein.  The cost of continuing  this  program
(including   the  cost  of  terminating  leases  at  non-performing
locations and/or subleasing such properties, the magnitude  of  the
Company's  employee  severance obligations, personnel  changes  and
advertising   and  promotional  expenditures)  could   exceed   the
Company's   expectations  and  negatively  impact   the   Company's
financial  performance.  In addition, as part of the re-engineering
plan,  the Company is continuing to evaluate the AUTOWORKS business
processes  and organization structure in an effort to  maintain  or
improve its competitive position which may result in changes to the
AUTOWORKS  business  which  are not currently  contemplated.   Such
responses could result in additional expenses and/or unusual items.

4.    The  Company's  continued growth  and  financial  performance
depends, in part, on the Company's ability to secure the consent of
the  Syndicate  Banks  to  future acquisitions  and  the  Company's
ability  to  conclude such 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 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, (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.



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  1997  Annual
Meeting  of Shareholders to be filed with the Commission pursuant
to  Regulation  14A  on  or  before January  28,  1997,  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  1997  Annual
Meeting  of Shareholders to be filed with the Commission pursuant
to  Regulation  14A  on  or  before January  28,  1997,  and  the
appropriate  information  therefrom  is  incorporated  herein  by
reference.

Item 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

The information required under this Item 12 shall be included  in
the  Company's  definitive Proxy Statement for  its  1997  Annual
Meeting  of Shareholders to be filed with the Commission pursuant
to  Regulation  14A  on  or  before January  28,  1997,  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  1997  Annual
Meeting  of Shareholders to be filed with the Commission pursuant
to  Regulation  14A  on  or  before January  28,  1997,  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, 1996, and 1995

          Statements of Operations for the Years Ended
          September 30, 1996, 1995 and 1994

          Statements of Changes in Stockholders' Equity
          for the Years Ended September 30, 1996, 1995
          and 1994

          Statements of Cash Flows for the Years Ended
          September 30, 1996, 1995 and 1994

          Notes to Financial Statements

(2)    Financial Statement Schedules

          Report of Independent Accountants on Financial
          Statement Schedule

          Schedule II    Valuation    and   Qualifying    Account
                         Reserves  for the Years Ended  September
                         30, 1996, 1995 and 1994
 (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 26, 1996    By: S//Michael Futerman
                           Michael Futerman, 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 26, 1996    S//Michael Futerman
                           Michael Futerman, Director

Date: December 26, 1996    S//Eli N. Futerman
                           Eli N. Futerman, Director

Date: December 26, 1996    S//Albert J. Van Erp
                           Albert J. Van Erp, Principal
                           Financial Officer and Principal
                           Accounting Officer

Date: December 26, 1996    *Daniel J. Chessin
                           Daniel J. Chessin, Director

Date: December 26, 1996    *Ira D. Jevotovsky
                           Ira D. Jevotovsky, Director

Date: December 26, 1996    *Stephen B. Ashley
                           Stephen B. Ashley, Director

Date: December 26, 1996    *Gordon E. Forth
                           Gordon E. Forth, Director

Date: December 26, 1996    *Robert I. Israel
                           Robert I. Israel, Director

Date: December 26, 1996    *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, 1996





                         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, 1996




     
     Report of Independent Accountants

     Consolidated Balance Sheets at September 30, 1996 and 1995

     Consolidated Statements of Operations for the Years Ended
     September 30, 1996, 1995 and 1994

     Consolidated Statements of Changes in Stockholders' Equity
     for the Years Ended September 30, 1996, 1995 and 1994

     Consolidated Statements of Cash Flows for the Years Ended
     September 30, 1996, 1995 and 1994

     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 Shareholders of Hahn Automotive
Warehouse, Inc. and Subsidiaries



We   have  audited  the  consolidated  balance  sheets  of   Hahn
Automotive  Warehouse, Inc. and Subsidiaries as of September  30,
1996  and  1995,  and  the  related  consolidated  statements  of
operations,  changes in stockholders' equity and cash  flows  for
each  of the three years in the period ended September 30,  1996.
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 in accordance with generally  accepted
auditing  standards.  Those standards 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.   An
audit also includes assessing the accounting principles used  and
significant  estimates made by management, as well as  evaluating
the  overall  financial statement presentation.  We believe  that
our audits provide a reasonable basis for our opinion.

In  our  opinion,  the  financial statements  referred  to  above
present  fairly,  in  all  material  respects,  the  consolidated
financial  position  of  Hahn  Automotive  Warehouse,  Inc.   and
Subsidiaries as of September 30, 1996 and 1995, and  the  results
of  their  operations and their cash flows for each of the  three
years in the period ended September 30, 1996, in conformity  with
generally accepted accounting principles.



                              By:  S//Coopers & Lybrand, L.L.P.



Rochester,  New York
November 25, 1996

<TABLE>
<CAPTION>
Hahn Automotive Warehouse, Inc. and                              
Subsidiaries                                                     
Consolidated Balance Sheets                                      
(In thousands, except per share data)                            
                                                                 
                                                                 
                                             September
                                                30,
                                                1996       1995
<S>                                                 <C>       <C>
Current Assets:                                                  
Cash                                               $199      $205
Trade receivables, net of allowance for                          
doubtful accounts of $2,694 in 1996 and                          
$2,678 in 1995                                   17,575    17,919
Inventory                                        70,914    72,156
Other current assets                              2,608     2,921
Total current assets                             91,296    93,201
                                                                 
Property, equipment and leasehold                13,362    15,269
improvements, net
Other assets                                      4,300     2,010
                                                                 
                                               $108,958  $110,480
                                                                 
Liabilities and Stockholders' Equity                             
                                                                 
Current Liabilities:                                             
Current portion of long-term debt and                            
capital lease obligations                        $3,389    $6,881
Notes payable-officers and affiliates             2,560       500
Accounts payable                                 19,452    23,020
Compensation related liabilities                  3,274     3,139
Other accrued expenses                            5,891     3,932
Total current liabilities                        34,566    37,472
                                                                 
Long-term debt                                   40,443    40,476
Capital lease obligations                           450       892
                                                                 
Stockholders' equity:                                            
Common stock (par value $.01 per share;                          
authorized 20,000,000 shares; issued and                         
outstanding 4,562,513 in 1996 and 4,387,032                      
in 1995)                                             46        44
Additional paid-in capital                       24,607    23,161
Retained earnings                                 8,846     8,435
Total stockholders' equity                       33,499    31,640
                                                                 
                                               $108,958  $110,480
                                                                 
                                                                 
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,             
                                           1996           1995          1994
<S>                                    <C>           <C>            <C>
Net sales                               $221,371      $224,393       $215,415
                                                                                 
Cost of product sold                     130,435       134,981        131,494
                                                                                 
Gross profit                              90,936        89,412         83,921
                                                                                 
Selling, general and                                                             
administrative expense                    80,928        84,123         71,838
                                                                                 
Depreciation and amortization              3,113         3,126          2,607
                                                                                 
Income from operations                     6,895         2,163          9,476
                                                                                 
Interest expense                          (4,408)       (4,415)        (3,171)
                                                                                 
Interest and service charge income           520           505            507
                                                                                 
Income (loss) before provision                                                   
for income taxes                           3,007        (1,747)          6,812
                                                                                 
Provision for (benefit from)                                                     
income taxes                               1,148          (370)          2,671
                                                                                 
Net income (loss)                         $1,859       ($1,377)         $4,141
                                                                                 
Net income (loss) per share                 $.41         $(.30)           $.96
                                                                                 
Weighted average                                                                 
shares outstanding                      4,562,513     4,561,479      4,323,583
                                                                                 
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)                                                                              
                                          Total           Additional                Total        
                                        Common Stock        Paid-In   Retained   Shareholder'                             
                                       Shares    Amount     Capital   Earnings      Equity
<S>                                   <C>          <C>     <C>       <C>          <C>  
Balance at September 30, 1993         3,996,800     $40     $18,918   $7,590      $26,548
                                                                                         
Net income                                --      --        --         4,141        4,141
                                                                                         
Issuance of common stock                217,500       2       2,282    --           2,284
                                                                                         
Balance at September 30, 1994         4,214,300      42      21,200   11,731       32,973
                                                                                         
Net loss                                  --      --        --       (1,377)      (1,377)
                                                                                         
Stock options exercised                   4,000   --             44    --              44
                                                                                         
Stock dividend                          168,732       2       1,917  (1,919)      --
                                                                                         
Balance at September 30, 1995         4,387,032      44      23,161    8,435       31,640
                                                                                         
Net income                                --      --        --         1,859        1,859
                                                                                         
Stock dividend                          175,481       2       1,446  (1,448)      --
                                                                                         
Balance at September 30, 1996         4,562,513     $46     $24,607   $8,846      $33,499
                                                                                         
                                                                                         
                                                                                         
The accompanying notes are an                                                            
integral part of the financial
statements.
                                                        
                                                                                         
</TABLE>
<TABLE>
<CAPTION>
Hahn Automotive Warehouse, Inc. and Subsidiaries                               
Consolidated Statements of Cash Flows                                          
(In thousands, except share and per share data)                                
                                                                               
                                                    For the
                                                     years
                                                     ended
                                                    September 30,
                                                      1996      1995     1994
<S>                                                      <C>       <C>      <C>
Cash flows from operating activities:                                          
Net income (loss)                                     $1,859  ($1,377)   $4,141
Items to reconcile net income to cash used in                                  
operating activities:
                                                                               
Depreciation and amortization                          3,113     3,126    2,607
Provision for doubtful accounts                          897       980      874
Change in assets and liabilities:                                              
     Trade receivables                                 (553)   (1,358)      754
     Inventory                                         1,242     1,811      586
     Other assets                                    (2,009)     (899)  (6,372)
     Accounts payable and other accruals             (1,474)   (4,831)  (4,755)
                                                                               
Net cash provided by (used in) operating activities    3,075   (2,548)  (2,165)
                                                                               
Cash flows from investing activities:                                          
Additions to property, equipment and leasehold                                 
     improvements, net                               (1,174)   (2,551)  (2,892)
Payment for acquisitions, net of cash acquired         --        --    (10,756)
                                                                               
Net cash provided by (used in)                                                 
     investing activities                            (1,174)   (2,551) (13,648)
                                                                               
Cash flows from financing activities:                                          
Net borrowings under line of credit                    1,276     8,031    4,879
Proceeds from long-term debt and demand notes          --          842   14,146
Proceeds from notes payable - officers and             2,150     --       --
affiliates
Payment of long-term debt and demand notes           (4,765)   (3,374)  (2,775)
Payment of notes payable - officers and affiliates      (90)      (82)     (74)
Payment of capital lease obligations                   (478)     (461)    (327)
Issuance of common stock                               --           44    --
Net cash provided by (used in)                                                 
     financing activities                            (1,907)     5,000   15,849
                                                                               
                                                                               
Net increase (decrease) in cash                          (6)      (99)       36
                                                                               
Cash at beginning of year                                205       304      268
                                                                               
Cash at end of year                                     $199      $205     $304
                                                                               
Supplemental disclosures of cash flow information:                             
Cash paid during the year for:                                                 
     Interest                                         $4,467    $4,413   $3,100
     Income taxes                                     $1,580    $2,018   $2,114
                                                                               
Supplemental disclosure of non-cash investing                                  
activities:
Issuance of 217,500 shares of common stock for all                             
     outstanding shares of stock of Meisenzahl Auto                            
     Parts, Inc. and Regional Parts, Inc.              --        --      $2,284
                                                                               
Supplemental disclosure of non-cash financing                                  
activities:
Issuance of 175,481 and 168,732 shares of common                               
     stock in conjunction with the 4% stock           $1,448    $1,919    --
dividend
                                                                               
                                                                               
The accompanying notes are an integral part of the                             
financial statements.
</TABLE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   Summary of Accounting Policies

Principles of Consolidation

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

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  $4,284  and
$4,364 at September 30, 1996 and 1995, respectively.

Property, Equipment and Leasehold Improvements

Property  and  equipment 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, related cost and
accumulated depreciation are removed from the accounts.

Assets Under Capital Leases

Leases  which  meet the capital lease criteria  of  Statement  of
Financial Standards 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.

Revenue Recognition

The Company recognizes revenue upon shipment of product.

Advertising

Advertising expenses are charged to operations during the year in
which they are incurred and were approximately $1,930, $2,072 and
$1,744  for  the years ended September 30, 1996, 1995  and  1994,
respectively.

Income Taxes

The  Company  accounts  for  income  taxes  under  Statement   of
Financial Accounting Standards No. 109.  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 bases of assets and liabilities.

Net Income Per Share

Net  income  per share is computed based on the weighted  average
number  of shares outstanding.  Shares issuable upon the exercise
of  the  stock options under the "treasury stock" method are  not
considered since the effect would be insignificant.

Use of Estimates in the Preparation of Financial Statements

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



Disclosure about Fair Value of Financial Instruments

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

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

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

Concentration of Credit Risk

The Company provides credit, in the normal course of business, to
jobber  facilities 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.

New Accounting Pronouncement

In  October 1995, the Financial Accounting Standards Board issued
Statement  No. 123, Accounting for Stock Based Compensation  (FAS
123), which will be effective for the Company's 1997 fiscal year.
FAS 123 establishes accounting and reporting standards for stock-
based  employee compensation plan utilizing  a fair  value  based
methodology.   All  entities  are  encouraged  to   adopt   these
standards  but  are allowed  to  continue using APB  Opinion  No.
25,  Accounting for Stock Issued to Employees (APB 25).  However,
those  electing  to  remain under APB  25  must  make  pro  forma
disclosures of net income and earnings per share, as if  FAS  123
had  been adopted.  The Company has not made an election at  this
time.


2.   Acquisitions

On  November  29, 1993, the Company completed its acquisition  of
the  shares  of  AUTOWORKS Holdings, Inc. (AUTOWORKS),  a  retail
chain  of  auto  parts  stores, for  a  cash  purchase  price  of
approximately $12,300.  The acquisition has been accounted for by
the  purchase method of accounting and the operating  results  of
AUTOWORKS are included in the Company's financial statements from
the  date  of acquisition.  The cost of the acquisition has  been
allocated to the basis of the estimated fair market value of  the
assets  acquired  and  liabilities  assumed,  resulting   in   no
goodwill.

On   September  30,  1994,  the  Company  acquired  two   smaller
companies,  Meisenzahl Auto Parts, Inc. and Regional Parts,  Inc.
for   217,500  shares  of  the  Company's  common   stock.    The
acquisitions  have been accounted for by the purchase  method  of
accounting.   The  operating  results  of  these  companies   are
included in the Company's financial statements beginning  October
1, 1994.


3.   Property, Equipment and Leasehold Improvements

Property,  equipment and leasehold improvements  consist  of  the
following:

<TABLE>
<CAPTION>


                                              September 30,        Useful Lives
                                          1996           1995          (Years)
<S>                                         <C>              <C>         <C>  
Land                                             $335           $335       --
Buildings                                       1,690          1,690      10-30
    Buildings under                             3,487          3,136      10-20
        capitalized leases
    Leasehold improvements                      4,554          4,596       10
        Computer equipment                      2,631          2,740        6
    Furniture and fixtures                     10,327          9,826        8
Vehicles                                        3,733          4,028       4-5
                                               26,757         26,351                     
    Less: Accumulated depreciation                                                                                
          and amortization                     13,395         11,082

                                              $13,362        $15,269                
                                                                               
Depreciation  and  amortization  expense  related  to   property,
equipment   and  leasehold  improvements  for  the  years   ended
September  30,  1996,  1995  and 1994 was  approximately  $3,081,
$3,136   and   $2,762,  respectively.   Included  in  accumulated
depreciation and amortization at September 30, 1996 and 1995  was
approximately  $2,909  and  $2,564 respectively,  of  accumulated
amortization on the capital leases.

4.   Long-Term Debt

Long-term debt includes the following:


</TABLE>
<TABLE>
<CAPTION>
                            September 30,
                            1996     1995
<S>                            <C>      <C>
Revolving line of credit   $36,000  $21,724
Term loan                    --      13,000
Senior secured notes         6,400    8,550
Other                          990    3,605
                            43,390   46,879
Less: Current portion        2,947    6,403
                                           
                           $40,443  $40,476
</TABLE>

Effective  June  26, 1996, the Company replaced the  Amended  and
Restated Credit Facility Agreement (Prior Credit Agreement) dated
September  30,  1994 with the Credit Facility  Agreement  (Credit
Agreement)  with  a group of banks.  The Credit Agreement,  which
expires  June 26, 1999, provides for a revolving line  of  credit
and a swing line of credit with maximum availabilities of $47,500
and $2,000, respectively.  The $13,000 outstanding as a term loan
under the Prior Credit Agreement is now included in the revolving
line  of  credit under the Credit Agreement.  Interest is payable
at  LIBOR  plus 1.125% to 2.25% and prime plus 0% to 1%  for  the
revolving  line of credit and swing line of credit, respectively.
The   exact  rate  is  dependent  upon  the  Company's  financial
performance.  LIBOR and prime were 6% and 8.25%, respectively, at
September 30, 1996.

The Senior Secured Notes are due June 15, 1999 and require single
annual  sinking fund payments of $2,150 with a final  payment  of
$2,100  due  June  15,  1999.  The Senior Secured  Notes  may  be
prepaid, subject to a prepayment penalty.  Interest at 10.25%  is
payable semi-annually in June and December.

As  of September 30, 1995 the Company had failed to meet its cash
flow  coverage  covenant under the Prior Credit  Agreement.   The
Company  was  required  to obtain waivers or  receive  additional
proceeds  to  avoid  default. On December 14, 1995,  the  Company
entered  into an agreement with its Chief Executive  Officer  and
principal shareholder whereby he would, upon request of a Special
Committee  of disinterested directors of the Company's  Board  of
Directors  ("Special  Committee"),  purchase  from  the   Company
subordinated debt up to a maximum aggregate principal  amount  of
$4,000  on  terms  and  conditions to  be  negotiated  with,  but
ultimately determined by the Special Committee.  As a result, the
Company  executed promissory notes (Notes) with the President  of
the  Company and the Chief Executive Officer, on January  24  and
February  1,  1996,  respectively, in  the  aggregate  amount  of
$2,150.   This amount represents the annual sinking fund  payment
for  the  Senior Secured Notes for the year ended  September  30,
1996.   The Notes bear interest which is payable monthly, at  the
annual  rate  of  12%.  Commencing January  1,  1997,  the  Notes
require  monthly  principal repayments  with  possible  mandatory
prepayments  if the Company's net income exceeds certain  defined
amounts.   Final principal and interest payments are due February
1, 2001.

The  Credit Agreement and Senior Secured Notes are collateralized
by   substantially  all  of  the  Company's  assets  and  contain
covenants    and    restrictions,   including   limitations    on
indebtedness,  liens, leases, mergers and sales  of  assets,  and
investments, and on dividends, stock purchases and other payments
in accordance  with  capital  stock  and  cash  flow   coverage
requirements.   At  September  30,  1996,  the  Company  was   in
compliance  with  all  covenants under the Credit  Agreement  and
Senior Secured Notes agreement.

Upon  the  failure  of the Company to comply  with  any  covenant
contained  in the Credit Agreement or upon the occurrence  of  an
event of default, the rate of interest may be increased to a rate
at all times equal to two percent (2%) above the rate of interest
which  would  be in effect absent such failure of  compliance  or
default.  Such increased rate is to remain in effect, through and
including the end of the fiscal quarter in which such failure  of
compliance is remedied and the Borrower is in compliance with the
covenant,  whereby  in  the case of an  event  of  default,  such
increased rate is to remain in effect through payment in full  of
all  obligations and cancellation of further commitments to  lend
under  the Credit Agreement, or written waiver of such  event  of
default by the Bank, whichever is earlier.

Annual  maturities of long-term debt for subsequent fiscal  years
are:
<TABLE>

<CAPTION>

    <S>                              <C>
   1997                           $2,947
   1998                            2,309
   1999                           38,134
</TABLE>

5.   Commitments and Contingencies

Leases
The  Company  leases  certain warehouse facilities  from  related
parties.   The leases, which meet the requirements of  a  capital
lease  under  Financial Accounting Standards Board Statement  No.
13, range from a term of ten years to twenty years.

The  Company also leases warehouse, jobber and retail  facilities
under  noncancelable  operating lease  agreements,  which  expire
through  2004. Certain of the leases are of facilities  owned  by
related   parties.   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   $9,326,   $9,101  and   $7,519   which   included
approximately $1,914, $1,200 and $967 of payments to the  related
parties  for the years ended September 30, 1996, 1995  and  1994,
respectively.

In   addition,   the  Company  leases  various  equipment   under
noncancelable operating lease agreements, some of which are  with
related parties, expiring through 2001.  Rent expense related  to
all  equipment  operating  leases totaled  approximately  $2,085,
$1,489  and  $1,237, which included approximately $90,  $115  and
$135 of payments to related parties for the years ended September
30, 1996, 1995 and 1994, respectively.

Future  minimum  rental payments under noncancelable  leases  for
fiscal years subsequent to September 30, 1996 are as follows:
<TABLE>
<CAPTION>
                               Capital                             
                               Leases     Operating
                                            Leases
                               Related     Related                 
                               Parties     Parties       Other
<S>                                  <C>         <C>            <C>
1997                                $442      $1,763         $7,938
1998                                 450       1,067          6,481
1999                             --              821          5,465
2001                             --              460          3,988
2002                             --              395          3,241
Thereafter                       --              832         12,202
                                                                   
                                              $5,338        $39,315
                                                                   
                                                                   
Less: Current Portion                442                           
                                                                   
Long-term portion                   $450                           
                                                                   
</TABLE>

Contingencies

The  Company is also 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.

6.   Income Taxes

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

<TABLE>
<CAPTION>
                                  1996    1995    1994
<S>                                  <C>     <C>     <C>
Currently payable (receivable):                         
Federal                           $1,061  ($831)  $2,126
State                                353     521     659
                                                        
                                   1,414   (310)   2,785
                                                        
Deferred:                                               
Federal                            (201)    (45)    (87)
State                               (65)    (15)    (27)
                                                        
                                   (266)    (60)   (114)
                                                        
                                  $1,148  ($370)  $2,671
</TABLE>
Temporary differences which give rise to deferred tax assets  and
liabilities at September 30 are as follows:
<TABLE>
<CAPTION>
<S>                                          <C>     <C>
Assets:                                                 
Accounts receivable                       $1,426  $1,390
Accrued liabilities                        1,328   1,209
Capital lease obligations                  --        542
Property, equipment and                                 
leasehold improvements                     4,859   4,617
Deferred Compensation                        153     139
                                                        
     Total assets                          7,766   7,897
                                                        
Liabilities:                                            
Inventory                                  1,553   1,432
Depreciation                               5,659   6,177
                                                        
     Total liabilities                     7,212   7,609
                                                 
                      Net Assets            $554    $288
</TABLE>

The  Company  believes  it will have adequate  future  income  to
offset all deferred tax assets.

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

7.   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 up to a maximum of 15% of the
employee's   compensation.   The  Company   may   also   make   a
discretionary  contribution at year end. The  Company's  matching
contribution under the plan was approximately $166, $136 and $127
for   the  years  ended  September  30,  1996,  1995  and   1994,
respectively.



8.   Stockholder's Equity and Stock Options

The  Company  has  two stock option plans which provide  for  the
granting  of options of up to 500,000 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.   The
following   table   summarizes   the   Company's   stock   option
transactions:
<TABLE>
<CAPTION>
                                                  Option Price Range
                                         Shares            Per Share
<S>                                           <C>                <C>
Options outstanding-September 30, 1993     40,000              12.50
                                                                    
     Exercised                             --                       
     Expired                               --                       
     Granted                              140,000     10.38 to 15.25
                                                                    
Options outstanding-September 30, 1994    180,000     10.38 to 15.25
                                                                    
     Exercised                            (4,000)     10.38 to 12.50
     Expired                              (3,833)                 --
     Granted                              191,150     13.50 to 30.69
     Stock dividend                        14,533     10.38 to 30.69
                                                                    
Options outstanding-September 30, 1995    377,850     10.38 to 30.69
                                                                    
     Exercised                             --                     --
     Expired                               --                     --
     Granted                               65,760      8.50 to 10.38
     Stock dividend                        17,744      8.50 to 30.69
                                                                    
Options outstanding-September 30, 1996    461,354      8.50 to 30.69
                                                                    
Options Exercisable:                                                
                                                                    
September 30, 1994                         13,333     12.50 to 13.75
September 30, 1995                        116,076     10.38 to 30.69
September 30, 1996                        253,149     10.38 to 30.69

</TABLE>
Additionally, on April 29, 1994, 135,200 shares of  common  stock
of  the  Company were reserved for sale to the President  of  the
Company.  These options become exercisable annually through April
29,  1997  at  an  option price ranging from  $17.33  to  $30.69.
Certain  options  will  expire on April 29,  1999  and  2002,  if
certain  conditions  are  not met.  The  remaining  options  will
expire no later than April 29, 2004.

On  March 15, 1996 and 1995, the Board of Directors declared a 4%
stock  dividend on the Company's common stock, payable May  1  of
each  year  to  shareholders of record as of April 10,  1996  and
1995,  respectively.   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, 1996 and 1995.   Earnings  per
share and weighted average shares outstanding as of September 30,
1995  and  1994,  and  for each of the quarters  presented,  were
restated to reflect this 4% stock dividend.



9.   Segment Information

The  Company sells and distributes automotive after-market  parts
to  both the wholesale and retail markets through its network  of
warehouses, jobber facilities and the AUTOWORKS chain  of  retail
stores.   The Company's wholesale distribution segment  sells  to
jobbers,  professional  installers and  repair  shops  while  the
retail  segment  sells directly to the consumer.   Prior  to  the
acquisition  of  AUTOWORKS in 1994, the  Company  operated  in  a
single segment.

Operating  profit  is net sales, less cost of  product  sold  and
operating expenses.  In computing operating profit, none  of  the
following  items  have been added or deducted: general  corporate
expenses, interest expense, interest income, and income taxes.

Identifiable  assets are those used exclusively by that  industry
segment.   Corporate  assets  are  principally  corporate  office
facilities and equipment and net deferred tax assets.

9.   Segment Information (con't.)

<TABLE>
<CAPTION>
                                                        1996      1995
<S>                                                  <C>        <C>
Net sales:                                                               
Wholesale                                             $138,394   $130,734
Retail                                                  82,977     93,659
                                                                         
     Total net sales                                  $221,371   $224,393
                                                                         
Operating profit:                                                        
Wholesale                                               $8,817     $9,782
Retail                                                 (1,922)    (7,619)
                                                                         
     Total operating profit                              6,895      2,163
                                                                         
Interest and service charge income                         520        505
                                                                         
Interest expense                                       (4,408)    (4,415)
                                                                         
     Income (loss) before provision for income taxes    $3,007   ($1,747)
                                                                         
Identifiable assets:                                                     
Wholesale                                              $70,072    $64,680
Retail                                                  38,886     45,800
                                                                         
     Total identifiable assets                        $108,958   $110,480
                                                                         
Capital expenditures                                                     
Wholesale                                                 $551     $1,063
Retail                                                     940      1,488
                                                                         
     Total capital expenditures                         $1,491     $2,551
                                                                         
                                                                         
Depreciation and amortization                                            
Wholesale                                               $1,757     $1,902
Retail                                                   1,356      1,224
                                                                         
     Total depreciation and amortization                $3,113     $3,126
</TABLE>

10.       Quarterly Financial Data
The following tables set forth the unaudited quarterly results of
operations  for  each of the fiscal quarters in the  years  ended
September 30, 1996 and 1995.
<TABLE>
<CAPTION>
                             December   March 31  June 30   September     Year
                                31                              30
<S>                         <C>       <C>       <C>         <C>        <C>
Fiscal 1996                                                                      
                                                                                 
Net sales                   $52,677   $52,079   $60,801     $55,814   $221,371
                                                                                 
Gross profit                  21,571    22,248    24,303      22,814    90,936
                                                                       
Net income (loss)                 73     (281)       984       1,083     1,859
                                                                       
Net income (loss) per share    $0.02   ($0.06)     $0.22       $0.23     $0.41
                                                                       
Fiscal 1995                                                            
                                                                       
Net sales                    $55,268   $52,007   $57,834     $59,284   $224,393
                                                                       
Gross profit                  21,961    20,866    23,179      23,406    $89,412
                                                                       
Net income (loss)                241   (1,005)     (427)       (186)   ($1,377)
                                                                       
Net income (loss) per share    $0.06   ($0.23)   ($0.10)     ($0.03)    ($0.30)
</TABLE>
11.       Subsequent Event
On  October 14, 1996, the Company acquired the assets  of  Nu-Way
Auto  Parts,  Inc.  (Nu-Way).   The  Company  will  include   the
operating results of Nu-Way beginning in fiscal 1997.  Pro  forma
results  of  this acquisition, assuming it had been made  at  the
beginning  of  each  year  presented,  would  not  be  materially
different from the results reported.

Report of Independent Accountants




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



Our  report  on  the  consolidated financial statements  of  Hahn
Automotive Warehouse, Inc. and Subsidiaries is included on Page F-
3  of  this  Form  10-K.  In connection with our audits  of  such
financial  statements, we have also audited the related financial
statement  schedule listed in the index on Page F-2 of this  Form
10-K.

In  our  opinion,  the financial statement schedule  referred  to
above,  when  considered  in  relation  to  the  basic  financial
statements  taken  as a whole, present fairly,  in  all  material
respects, the information to be included therein.





                              By:  S//Coopers & Lybrand, L.L.P.



Rochester, New York
November 25, 1996


<TABLE>
<CAPTION>
Hahn Automotive Warehouse, Inc                                                
and Subsidiaries                                                              
Schedule II-Valuation and                                                     
Qualifying Accounts Reserves                                                  
For the Years Ended September 30,                                             
1996, 1995 and 1994 (in thousands)                                            
                                                    Additions                 
                                        Balance at  Charged to                
                                         Beginning  Costs and                 
                                         of Period   Expenses     Deductions
<S>                                            <C>         <C>             <C>
Description                                                                   
                                                                              
1996:                                                                         
Allowance for doubtful accounts                                               
     and notes receivable                   $2,678        $897          ($881)
                                                                              
                                                                              
1995:                                                                         
Allowance for doubtful accounts                                               
     and notes receivable                   $2,142        $980          ($444)
                                                                              
                                                                              
1994:                                                                         
Allowance for doubtful accounts                                               
     and notes receivable                   $1,476        $874          ($524)
                                                                              
                                                                              
Amount attributable to acquired                                               
companies at the acquisition date.                                            
                                                              
continued:                                          Balance at
                                                      End of
                                             Other    Period
                                                              
Description                                                   
                                                              
1996:                                                         
Allowance for doubtful accounts                               
     and notes receivable                     --        $2,694
                                                              
                                                              
1995:                                                         
Allowance for doubtful accounts                               
     and notes receivable                     --        $2,678
                                                              
                                                              
1994:                                                         
Allowance for doubtful accounts                               
     and notes receivable                    $316*      $2,142
                                                              
                                                              
</TABLE>





                 SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.




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


                         September 30, 1996





                         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 Hahn'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)*

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

Exhibit  10.3        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  10.4         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  10.5        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  10.6        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  10.7        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  10.8        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  10.9        Amended and Restated Selective  Incentive
Plan  Agreement, dated June 9, 1992, between Hahn and  Ira  D.
Jevotovsky  (Exhibit 10.6 to Hahn's Registration Statement  on
Form  S-1 (No. 33-48694) as filed with the SEC on January  19,
1993)*

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

Exhibit  10.11   Lease  Agreement,  executed  June  10,  1992,
between  Michael Futerman as landlord and Hahn as  tenant,  as
amended  (Exhibit  10.89 to Hahn's Registration  Statement  on
Form  S-1 (No. 33-48694) as filed with the SEC on January  19,
1993)*

Exhibit  10.12   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  10.13   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 10.14  Lease Agreement, fully executed June 11,  1992,
between  Eli Futerman, Daphne Futerman and Rina F. Chessin  as
landlord   and  Hahn  as  tenant  (Exhibit  10.11  to   Hahn's
Registration  Statement on Form S-1 (No.  33-48694)  as  filed
with the SEC on January 19, 1993)*

Exhibit  10.15   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  10.16   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 10.17  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  10.18   Massachusetts Mutual Life  Insurance  Company
Note   Agreement,  dated  as  of  December   15,   1989,   for
$15,000,000, 10.25% Senior Secured Notes Due June 15, 1999, as
amended  (Exhibit  10.14 to Hahn's Registration  Statement  on
Form S-1 (No. 33-48694), as filed with the SEC on January  19,
1993)*

Exhibit  10.19   Waiver in Respect Of, and Amendment  To  Note
Agreement, dated as of October 17, 1993, between Massachusetts
Mutual  Life  Insurance  Company and Hahn  (Exhibit  10.15  to
Hahn's  Annual Report on Form 10-K for the fiscal  year  ended
September 30, 1993)*

Exhibit 10.20  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  10.21  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 10.22  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  (filed
herewith)

Exhibit  10.23   Trademark  License and  Marketing  Agreement,
effective May 1, 1988, between Auto Value Associates, Inc. and
Hahn (Exhibit 10.22 to Hahn's Registration Statement on Form S-
1 (No. 33-48694) as filed with the SEC on January 19, 1993)*

Exhibit  10.24  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 10.25  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 10.26  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 10.27  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 10.28  Hahn's Promissory Note, dated February 1, 1996,
in  the  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 10.29  Hahn's Promissory Note, dated February 1, 1996,
in  the  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 10.30  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 10.31  Deferred Compensation Agreement, dated November
30, 1992, between Hahn and Michael Futerman (Exhibit 10.37  to
Hahn's  Registration Statement on Form S-1 (No.  33-48694)  as
filed with the SEC on January 19, 1993)*

Exhibit  10.32  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)*

Exhibit  10.33   Tax Indemnification Agreement,  dated  as  of
December  31,  1992,  among Hahn and  Michael  Futerman,  Sara
Futerman,  Eli N. Futerman, Rina Chessin, Daphne Futerman  and
Naftali   Futerman  (Exhibit  10.39  to  Hahn's   Registration
Statement on Form  S-1 (No. 33-48694) as filed with the SEC on
January 19, 1993)*

Exhibit  10.34   Seller's Trademark License  Agreement,  dated
November 28, 1993, between Northern Automotive Corporation and
AUTOWORKS (Exhibit 28.2 to Hahn's Current Report on Form  8-K,
dated December 10, 1993 (File No. 0-20984))*

Exhibit  10.35   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 10.36  Credit Facility Agreement, dated June 26, 1996,
among  Hahn, AUTOWORKS, the several lenders named therein  and
Fleet  Bank, as agent (Exhibit 10.1 to Hahn's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1996)*

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

Exhibit  10.37  Credit Facility Agreement Amendment Number  1,
dated  October  10, 1996, among Hahn, AUTOWORKS,  the  several
lenders  named  therein  and  Fleet  Bank,  as  agent   (filed
herewith)

Exhibit  10.38   Lease Agreement, dated as of  May  24,  1971,
between  Irvin  Baron,  John  A.  Cervieri,  Jr.,  Richard  S.
Ellwood,  Carroll  J.  Royce, Lathrop S. Haskings,  Walter  F.
Leinhardt  and John C. Slagle as Trustees of Property  Capital
Trust  as  Landlord and John E. Benz as Tenant,  and  Sublease
Agreement,  dated as of May 6, 1986, between John E.  Benz  as
Landlord and AUTOWORKS Holdings as Tenant, both of which cover
the  Moraine,  Ohio,  distribution center  (Exhibit  10.54  to
Hahn's  Annual Report on Form 10-K for the fiscal  year  ended
September 30, 1993)*

Exhibit  10.39   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  10.40   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 10.41  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  10.42  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   10.43   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  10.44   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   22     List  of  Subsidiaries   (filed
herewith)

       Exhibit  24     Consent  of Coopers & Lybrand  L.L.P.  with
respect  to Financial Statements and Financial Statement Schedules
(filed herewith)

       Exhibit  25     Powers of Attorney for  Directors
(filed herewith)

       Exhibit  27     Selected  Financial  Data  (filed
herewith)


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

Indicates executive compensation plans and arrangements.






Exhibit  10.22   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

        AMENDMENT TO ADDENDUM TO MASTER LEASE AGREEMENT

This  Amendment is made as of June 26, 1996 to the Addendum to  Master
Equipment  Lease  Agreement No. 0883 dated  April  19,  1994  and  any
Schedules  thereto including Schedule 30883-O2 between Fleet  Bank  of
New  York  as Lessor and Hahn Automotive Warehouse, Inc.,  Auto  Works
Holdings,  Inc.,  and Auto Works, Inc., collectively  as  Lessee,  and
Equipment  Lease Number 30883-01 dated May 29,1991 and  any  Schedules
thereto  by  and between Norstar Bank, H.A. as Lessor  and,  and  Hahn
Automotive  Warehouse, Inc. as Lessee (with both  leases  and  related
schedules  collectively called the "Lease"), with Lessors's  interests
in  such  Lease  having  been  assigned to Fleet  Capital  Corporation
pursuant  to a Restated Assignment of Lease Without Recourse dated  as
of June 26,1996.

1.         Section 5 of the Addendum to the Lease is hereby amended to
read in its entirety as follows:

           Section  5 is amended by adding the following as subsection
(h):

     (h)  Lessee shall comply with all covenants set forth in Sections
10.7,  11.1,  11.2,  11.3,  11.4, and  11.5  of  the  Credit  Facility
Agreement  dated as of June 26, 1996 made by and among Hahn Automotive
Warehouse,  Inc, Auto Works, Inc., Meisenzahl Auto Parts, Inc.,  Fleet
Bank as administrative Agent for the Banks described therein, and  the
Banks described therein, incorporated herein by reference, as the same
may  be modified, extended, or replaced from time to time (the "Credit
Agreement"),  as the same may be modified, extended, or replaced  from
time  to  time, attached hereto and incorporated herein by  reference.
In the event Lessee satisfies and terminates all of its obligations to
the  Banks under the Credit Agreement, Lessee shall continue to comply
with covenants 10.7, 11.1, 11.2, 11.3, 11.4, and 11.5 as set forth  in
the   Credit   Agreement,  at  the  time  immediately  preceding   the
termination of the Credit Agreement, throughout the remaining term  or
any extended term under the Lease.

2.        Section 15 of the Addendum to the Lease is hereby amended to
read in its entirety as follows:

           The  Lease  is amended by adding the following  Section  20
hereof:

      20.   This  Lease  and any and all other obligations  of  Lessee
including  but  not limited to leases, security agreements,  and  loan
agreements whether now existing or hereinafter entered into with Fleet
Capital Corporation (the "Agreements") are entitled to the benefits of
that  certain Amended and Restated Security Agreement dated as of June
26,  1996  by and between Hahn Automotive Warehouse, Inc., as grantor,
and  Fleet Bank as administrative Agent for and on behalf of the Banks
described therein, as secured party, that certain Amended and Restated
Security Agreement dated as of June 26,1996 by and between Auto Works,
Inc.,  as grantor, and Fleet Bank as administrative Agent for  and  on
behalf  of  the  Banks described therein, as secured party,  and  that
certain  Amended and Restated Security Agreement dated as of June  26,
1996 by and between Meisenzahl Auto Parts, Inc., as grantor, and Fleet
Bank  as administrative Agent for and on behalf of the Banks described
therein,  as secured party (collectively, the "Security -Agreements").
The  Agreements  constitute "Liabilities" as defined in  the  Security
Agreements. In the event that Lessee satisfies and terminates  all  of
its obligations under the Credit Agreement (as defined in Section 5(h)
above), Lessor and Lessor's successors and assigns of this Lease  will
waive  its  rights  to marshal assets and will fully  subordinate  its
interest  in the additional collateral provided for under the Security
Agreements (the "Additional Collateral") to the lien of any subsequent
lender  providing  a loan facility similar to that set  forth  in  the
Credit Agreement (the "New Loan Facility") which New Loan Facility  is
expressly  conditioned  upon  the  grant  of  a  senior  lien  on  the
Additional Collateral; provided, however, that the maximum  amount  of
the  New Facility Loan that shall be secured by such senior lien shall
be limited to the greater of:

      1.   The total Collateral Coverage as defined and calculated  in
the  Credit  Agreement,  attached hereto, less the  principal  balance
outstanding from time to time under that certain Note Agreement  dated
December  15, 1989, as the same may be modified from time to time,  by
and between Lessee and Massachusetts Mutual Life Insurance Company  or
its successors or assigns; or

     2.   $55,000,000 (fifty-five million dollars) or;

      3.    two times Lessee's Tangible Net Worth, provided that Total
Liabilities divided by Tangible Net Worth is less than or equal  to  a
ratio of 2.5:1.

3.        The parties acknowledge and confirm that Auto Works, Inc. is
the  surviving  corporation of a merger of Auto Works  Holdings,  Inc.
into  Auto Works, Inc., and that Auto Works, Inc. has assumed  all  of
the obligations of Auto Works Holdings, Inc. under the Lease by reason
of  such merger.  The Lessees under the Lease shall be Hahn Automotive
Warehouse,  Inc.  and Auto Works, Inc. and the Lease and  any  related
documents  shall  be  deemed amended accordingly without  any  further
action.

4.         This Amendment may be executed in one or more counterparts,
each of which shall be deemed to be an original.

                              HAHN AUTOMOTIVE WAREHOUSE, INC.


                              By: /s/ Eli N. Futerman
                              Title:  President


                              AUTO WORKS, INC.
                              (also successor by merger to Auto Works
                              Holdings, Inc.)


                              By: /s/ Eli N. Futerman
                              Title:  Chief Executive Officer


                              FLEET CAPITAL CORPORATION


                              By: /s/
                              Title:  Vice President



     Exhibit 10.37       Credit Facility Agreement Amendment
Number 1, dated October 10, 1996, among Hahn, AUTOWORKS, the
several lenders named therein and Fleet Bank, as agent

          CREDIT FACILITY AGREEMENT AMENDMENT NUMBER 1


THIS  CREDIT FACILITY AGREEMENT AMENDMENT NUMBER 1 is made as  of
the  10th  day  of  October, 1996 by and  among  HAHN  AUTOMOTIVE
WAREHOUSE, INC., a New York corporation with offices at 415  West
Main  Street,  Rochester, New York 14608  ("Hahn"),  AUTO  WORKS,
INC.,  a  Michigan  corporation with offices  at  415  West  Main
Street,  Rochester, New York 14608 ("Auto Works") and  MEISENZAHL
AUTO PARTS, INC., a New York corporation with offices at 415 West
Main  Street, Rochester, New York 14608 ("Meisenzahl," with Hahn,
Auto Works, and Meisenzahl collectively called "Borrower"), FLEET
BANK, a bank and trust company formed under the laws of the State
of  New York with offices at One East Avenue, Rochester, New York
14638  ("Agent"), as administrative agent for the  "Banks"  whose
signatures  appear on this Amendment Number 1, and  each  of  the
Banks  ("Banks") whose signatures appear on this Amendment Number
1  and who are parties to the Credit Facility Agreement described
below.

This  Credit  Facility Agreement Amendment Number  I  amends  the
Credit Facility Agreement dated as of the 26th day of June,  1996
between  the  Borrower,  the Banks, and the  Agent  (the  "Credit
Agreement").   Capitalized  terms not  otherwise  defined  herein
shall have the meanings given to them by the Credit Agreement.

The parties hereby agree as follows:

1.     The  following definitions in Section 1.1  of  the  Credit
Agreement  are  hereby  amended to  read  in  their  entirety  as
follows:

           "Debt"  for any person or entity shall  mean
(i)  indebtedness of such person or entity for borrowed
money,  (ii) obligations of such person or  entity  for
the  deferred  purchase price of property  or  services
(except  trade  payables, wages, and similar  operating
obligations incurred in the ordinary course of business
but  including obligations under consulting  agreements
or  covenants not to compete and the like  incurred  in
connection   with   acquisitions  of   assets),   (iii)
capitalized or capitalizable obligations of such person
or  entity  with  respect to leases,  (iv)  the  amount
available for drawing under outstanding standby letters
of  credit  issued for the account of  such  person  or
entity  and  the  amount  of  other  off-balance  sheet
obligations  or  liabilities, each to  the  extent  not
otherwise   treated  separately  as   Debt,   (v)   all
obligations endorsed (other than for collection in  the
ordinary  course  of  business) or guaranteed  by  such
person  or entity directly or indirectly in any  manner
including without limitation contingent obligations  to
purchase,  pay or supply funds to any person or  entity
to  assure a creditor against loss, (vi) obligations of
such   person   or  entity  arising  under   acceptance
facilities, and (vii) obligations secured  by  a  lien,
security interest, or other arrangement for the purpose
of  security on property owned by such person or entity
whether  or  not the underlying obligations  have  been
assumed by such person or entity.

          "Fixed Charge Coverage Ratio" shall mean, for
the  applicable  period the ratio of: (i)  EBITDA  plus
amounts  received  by  Hahn  in  connection  with   any
issuance  of equity interests (net of expenses incurred
by  Borrower  in  connection  therewith)  less  Capital
Expenditures  not paid for with Funded  Debt  and  less
Capital  Expenditures paid for with advances under  the
Revolving   Line  (except  for  $250,000   in   Capital
Expenditures  made  in  connection  with   the   Nu-Way
Acquisition) minus any increase in Net Working  Capital
Investment or plus any decrease in Net Working  Capital
Investment in each case as measured from the  last  day
of   the  fiscal  quarter  immediately  preceding  such
applicable period, divided by (ii) Fixed Charges.

           "Net Working Capital Investment" shall mean,
as  of  the  applicable measurement date,  (i)  Current
Assets  less  cash  and  cash  equivalents  minus  (ii)
Current  Liabilities less the current portion  of  long
term  Debt  (including without limitation  installment,
reimbursement, capital lease. or sinking fund  payments
payable   within   one   year  after   the   applicable
measurement date); provided, however, that Net  Working
Capital Investment for the applicable measurement dates
for  periods  prior to the period ending September  30,
1997  shall  not include Net Working Capital Investment
relating  solely  to the Nu-Way Acquisition  which  has
been  separately detailed in calculations of  financial
covenants delivered to the Banks.

The  following definition shall be added to Section  1.1  of  the
Credit Agreement:

            "Nu-Way   Acquisition"   shall   mean   the
acquisition  of assets by Hahn from Nu-Way Auto  Parts,
Inc.  pursuant  to the Asset Purchase  Agreement  dated
October   9,   1996   and   the  related   transactions
contemplated by such Agreement.

2.          The  first  sentence of Section  2.1  of  the  Credit
Agreement is hereby amended to read in its entirety as follows:

          2.1 Revolving Line.  Subject to the terms and
conditions of this Agreement, the Banks (with each Bank
responsible  only for its Commitment) hereby  establish
for  the  benefit of the Borrower a revolving  line  of
credit  in  the aggregate maximum amount of Forty-Seven
Million  Five  Hundred Thousand Dollars  ($47,500,000),
available  for  (i) working capital purposes,  (ii)  to
back  letters  of credit issued by the  Agent  for  the
account  of the Borrower pursuant to Article 4 of  this
Agreement,  and  (iii) to fund up to  $600,000  of  the
purchase   price   in  connection   with   the   Nu-Way
Acquisition.

3.    A new subsection (g) is hereby added to Section 10.2 of the
Credit Agreement to read as follows:

           (g)   Debt  incurred  in connection  with  the  Nu-Way
Acquisition.

4.    A new subsection (e) is hereby added to Section 10.5 of the
Credit Agreement to read as follows:

          (e)  the Nu-Way Acquisition.

5.    Section  11.5 of the Credit Agreement is hereby amended  to
add the following sentence the end of such Section:

           The $250,000 in Capital Expenditures made by
Hahn  in  connection with the Nu-Way Acquisition  shall
not   be   counted  in  the  calculation   of   Capital
Expenditures for purposes of this Section 11.5.

6.    All  other  terms  of  the Credit  Agreement  shall  remain
unchanged and in full force and effect.

7.    Borrower  represents and warrants  that  (a)  each  of  the
representations and warranties set forth in the Credit  Agreement
is  true  and correct as of the date hereof (and with respect  to
the  representations and warranties set forth in Section  7.5  of
the  Credit  Agreement,  the  financial  statements  referred  to
therein  shall mean the financial statements of the Borrower  for
the most recent quarterly period ended) except that Auto Works is
a  Michigan corporation and except for those facts that Borrowers
have  advised  Agent of in writing or in financial statements  or
SEC  reports  provided to Agent; and (b) no Event of  Default  or
event  that, with the giving of notice or the passage of time  or
both  would  constitute Event of Default,  has  occurred  and  is
continuing.

8.    Borrower shall deliver to the Banks a Reconciliation Report
showing  the condition of Borrower immediately after  the  Nu-Way
Acquisition at the time of execution of this Amendment.

9.     This   Amendment  may  be  executed  in  any   number   of
counterparts,  all of which taken together shall  constitute  one
and  the  same  agreement, and any party hereto may execute  this
Amendment by signing any such counterpart.

IN  WITNESS WHEREOF, the parties have caused this Amendment to be
executed as of the date first above written.

                              HAHN AUTOMOTIVE WAREHOUSE, INC.

                              By: /s/ Eli N. Futerman
                              Title:  President


                              AUTO WORKS, INC.

                              By: /s/ Eli N. Futerman
                              Title:  Chief Executive Officer


                              MEISENZAHL AUTO PARTS, INC.

                              By: /s/ Eli N. Futerman
                              Title:  President


                              FLEET BANK

                              By: /s/ Jeffrey S. Holmes
                              Title:  Vice President


                              THE CHASE MANHATTAN BANK, N.A.

                              By: /s/ Diana M. Lauria
                              Title:  Vice President


                              MANUFACTURERS AND TRADERS TRUST
                              COMPANY

                              By: /s/ John P. Chantra
                              Title:  Vice President


                              THE SUMITOMO BANK, LIMITED


                              By: /s/ William N. Paty
                              Title:  Vice President and Manager

                              By: /s/ James Drum
                               Title:   Vice President  New  York
Office

Exhibit 22          List of Subsidiaries
                                                            Exhibit 22


                        List of Subsidiaries


            AUTOWORKS, Inc. - Michigan

            Meisenzahl Auto Parts, Inc. - New York

            HFV, Inc. - Delaware


      Exhibit  24             Consent of Coopers & Lybrand  L.L.P.
with  respect  to  Financial Statements  and  Financial  Statement
Schedules (filed herewith)





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



Our  report  on  the  consolidated financial statements  of  Hahn
Automotive Warehouse, Inc. and Subsidiaries is included on Page F-
3  of  this  Form  10-K.  In connection with our audits  of  such
financial  statements, we have also audited the related financial
statement  schedule listed in the index on Page F-2 of this  Form
10-K.

In  our  opinion,  the financial statement schedule  referred  to
above,  when  considered  in  relation  to  the  basic  financial
statements  taken  as a whole, present fairly,  in  all  material
respects, the information to be included therein.





                              By:  S//Coopers & Lybrand, L.L.P.





Rochester, New York
November 25, 1996


                                                                      
          Exhibit 25     Powers of Attorney






                       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, 1996,  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 as an officer of the
Corporation, and to execute any and all instruments  for  me
and  in my name in such 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 18, 1996




                    By:  S//Michael Futerman
                              Michael Futerman, 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, 1996,  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 as an officer of the
Corporation, and to execute any and all instruments  for  me
and  in my name in such 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 18, 1996




                    By:  S//Albert J. Van Erp
                              Albert J. Van Erp, Principal
                                 Financial    Officer    and
Principal
                              Accounting Officer



                       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, 1996,  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 as an officer of the
Corporation, and to execute any and all instruments  for  me
and  in my name in such 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 18, 1996




                    By:  *Daniel J. Chessin
                              Daniel J. Chessin, 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, 1996,  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 as an officer of the
Corporation, and to execute any and all instruments  for  me
and  in my name in such 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 18, 1996




                    By:  *Ira D. Jevotovsky
                              Ira D. Jevotovsky, 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, 1996,  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 as an officer of the
Corporation, and to execute any and all instruments  for  me
and  in my name in such 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 18, 1996




                    By:  *Stephen B. Ashley
                              Stephen B. Ashley, Director


                       POWER OF ATTORNEY


The  undersigned director of Hahn Automotive Warehouse, Inc.
(The "Corporation"), does hereby constitute and appoint  Eli
N.  Futerman,  my  true and lawful attorney  and  agent,  to
execute the Corporation's Annual Report on Form 10-K for the
fiscal  year  ended  September 30, 1996,  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 as an officer of the
Corporation, and to execute any and all instruments  for  me
and  in my name in such 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 18, 1996




                    By:  *Gordon E. Forth
                              Gordon E. Forth, 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, 1996,  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 as an officer of the
Corporation, and to execute any and all instruments  for  me
and  in my name in such 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 18, 1996




                    By:  *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, 1996,  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 as an officer of the
Corporation, and to execute any and all instruments  for  me
and  in my name in such 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 18, 1996




                    By:  *E. Philip Saunders
                              E. Philip Saunders, Director
                                                  Exhibit 27