SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           FORM 10-K

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


For the Fiscal Year Ended:            Commission File Number
    September 30, 1998                          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:  NMS

<PAGE> 1
Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the Registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.  Yes X or No    .

Indicate  by  check  mark  if  disclosure  of  delinquent  filers
pursuant  to Item 405 of Regulation S-K is not contained  herein,
and will not be contained, to the best of Registrant's knowledge,
in  definitive  proxy or information statements  incorporated  by
reference in Part III of this Form 10-K or any amendment to  this
Form 10-K.  [X]

The  aggregate market value of the Registrant's Common Stock held
by  non-affiliates  of the Registrant as of  December  15,  1998,
(based  upon the closing price of $3.00 on that day, as  reported
on  the  NASDAQ:NMS) was approximately $6,551,415.  For the  sole
purpose of making this calculation, the term "non-affiliate"  has
been interpreted to exclude the directors and corporate officers.
Such  interpretation is not intended to be,  and  should  not  be
construed as an admission by the Registrant or such directors  or
corporate officers that such directors or corporate officers  are
"affiliates"  of the Registrant, as that term is defined  in  the
Securities Act of 1933.

The number of shares of Registrant's Common Stock, par value $.01
per share, outstanding as of December 15, 1998:  4,745,014.

              Documents Incorporated By Reference

Portions of the Registrant's definitive Proxy Statement for its 1999
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, 1998, are incorporated by
reference in Part III (Items 10, 11, 12, and 13) of this Form 10-K.
<PAGE> 2
                               PART I

Item 1.   BUSINESS

(a)  General Development of Business

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

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

The  Company  is  engaged  in the sale of automotive  aftermarket
products  to  commercial  service establishments  on  a  regional
basis.   The  Company's business is conducted through  ten  full-
service   distribution   centers,  four  specialty   distribution
centers,  nine  direct distribution centers and 82 jobber  stores
that  operate  in  the  same areas as the Company's  full-service
distribution  centers  generally under the  name  Advantage  Auto
Stores.   The Company's operations are located along the  Eastern
Seaboard and in the Midwest.

Until  the third quarter of fiscal 1997, the Company's AUTOWORKS,
Inc. subsidiary was also engaged in the retail sale of automotive
aftermarket  products.  The Company decided to  exit  the  retail
business  due  to negative cash flow and ongoing losses  in  that
business.    On   July  24,  1997,  the  Company's   wholly-owned
subsidiary,  AUTOWORKS, Inc., filed a petition for  relief  under
Chapter 11 of Title 11 of the U.S. Bankruptcy Code in the  United
States  Bankruptcy  Court for the Western District  of  New  York
("Chapter 11 Proceeding").See  Part 1 - Item 3 "Legal Proceedings").
Thefiling  was  undertaken to assure the orderly  administration  of
AUTOWORKS' assets and liabilities.  Neither the Company  nor  any
Company subsidiary (other than AUTOWORKS) filed a petition or  is
in  bankruptcy.  As of November 1, 1998, substantially all of the
AUTOWORKS  assets had been disposed of and the net proceeds  were
paid to the AUTOWORKS secured creditors and used for expenses  of
the  bankruptcy estate pursuant to a court order dated August 19,
1997.  In connection with the filing, the Company recorded a one-
time after-tax charge of $18.8 million, or $3.96 per share.  (See
Part  II  -  Item  7  - "Management Discussion  and  Analysis  of
Financial Condition and Results of Operations - General and  Note
2 of the Company's Consolidated Financial Statements.)

<PAGE>3

 On October 22, 1997, the Company entered into a new long-term $50
million credit facility which is secured by substantially all  of
the  Company's  assets.  The facility consists of  up  to  a  $50
million  borrowing  base  revolving  credit  facility  (less  the
outstanding  balance of a $2.5 million term loan, a $3.5  million
swing  line advance facility and a $2.0 million letter of  credit
sub-facility).  Proceeds from the facility were used to repay the
Company's  prior  revolving credit facility  and  senior  secured
notes.   (See  Part  II  -  Item 7 "Management's  Discussion  and
Analysis  of  Financial Condition and Results  of  Operations"  -
Liquidity and Capital Resources.)

The  Official Unsecured Creditors' Committee ("Committee") in the
AUTOWORKS Chapter 11 proceeding had indicated that it may  pursue
certain  claims  against  the Company.   On  April  22,  1998,  a
Settlement  Agreement  and  Release was  negotiated  between  the
Company  and  the Committee.  Under the settlement agreement  and
release,  the  Committee agreed to release the Company  from  all
claims  in  exchange for the Company's payment to  the  AUTOWORKS
bankruptcy  estate of up to a maximum of $2.0 million  over  five
years.   If  certain  payments are made in a timely  manner,  the
Company  will pay less than $2.0 million, but not less than  $1.6
million  by  June  15,  2002.   Such  amounts  are  appropriately
reserved  for  in the discontinued operations line  item  on  the
balance  sheet.   The  bankruptcy court approved  the  Settlement
Agreement  and  Release  by  order  dated  June  18,  1998,   the
Settlement  Agreement and Release was thereafter  signed  by  all
parties  and the Company made the first payment to the  AUTOWORKS
bankruptcy estate in the amount of $320,000 on July 1, 1998.

(c)  Narrative Description of Business

The  Company's continuing operations are contained in one  industry
segment: wholesale sale of automotive aftermarket products.   Below
is a description of the segment.

<PAGE> 4
Industry Overview

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

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

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

Distribution Business

The  Company purchases nearly 150,000 automotive aftermarket  stock
keeping  units  ("SKUs"),  consisting predominately  of  nationally
branded  automotive  hard  parts, as  well  as  maintenance  items,
accessories   and   private   label  products,   from   about   217
manufacturers,   and   distributes  these  products   through   its
distribution  network  to approximately 1,000  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.
The  Company's  distribution network consists of  ten  full-service
distribution centers, four specialty distribution centers,

<PAGE> 5

nine direct distribution centers and 82 Advantage Auto jobber stores
located along the Eastern Seaboard and in the Midwest.  The Company
generally  does  not  sell tires or perform automobile  repairs  or
installations  through either its distribution centers  or  jobbing
operations.

Distribution and Growth Strategy

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

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

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

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

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

     <PAGE> 6

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

Products

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

The  Company's customers purchase name-brand products and  private-
label  products  which   carry  a  larger   gross   profit  margin.
These  private-label  products, marketed under  the  Parts  Master
label, are manufactured by a variety of vendors for members of  the
Auto  Value  programmed distribution group.  Parts Master  products
accounted for approximately 17.8%, 21.2% and 17.2% of the Company's
net sales, in Fiscal 1998, 1997 and 1996, with the remainder of net
sales  derived  from manufacturer's branded products.  Since  Parts
Master  brand products have higher profit margins than  name  brand
products,  the  Company continually seeks ways to expand  sales  of
Parts  Master products, in some instances by having national  brand
manufacturers supply these products under this label.

Distribution Center

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

<PAGE> 7

Full-Service Distribution

Full-service  distribution centers distribute to jobbers  within  a
radius  of approximately 150 miles, and nine of them serve as  hubs
for  a  surrounding network of Company-owned Advantage Auto Stores.
The  Company  extends the distribution area of three of  its  full-
service distribution  centers  with smaller pick-up  distribution 
centers.

These  pick-up  distribution  centers carry  specialized  inventory
categories  with slower inventory turns for customer  pick-up  when
needed,  to  supplement  regular deliveries from  the  full-service
distribution  center.   The  Company  also  operates  a   specialty
distribution  center to centralize the purchasing and  distribution
of accessory items.

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

Each full-service distribution center employs a General Manager,  a
sales  force  and 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
under   the   name   Professional  Auto  Warehouse)   in   targeted
metropolitan  areas.   In early Fiscal 1997, the  Company  acquired
four  direct-distribution centers in or about  the  Rochester,  New
York,  area.   (See  Part  II - Item 7 "Management  Discussion  and
Analysis  of  Financial  Condition  and  Results  of  Operations  -
General.)   The  Company  has selected direct  distribution  center
locations  based on both competitive 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  Company  direct  distribution  center
stocks  approximately 29,000 SKUs, with the largest  stocking  over
62,500  SKUs.  These locations stock and sell a complete  inventory
of  replacement parts for domestic and foreign cars, vans and light
trucks   at  competitive  prices  because  they  utilize  a  direct
distribution  system,  rather  than  the  traditional  full-service
(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 their orders on a rapid basis.


<PAGE> 8

The  Company expects to continue to expand the number of its direct
distribution  centers by opening new locations during Fiscal  1999,
subject  to  debt  service  and  other  funding  requirements.   On
September  30, 1998, Meisenzahl was merged into Hahn and Meisenzahl
became a division of the Company.

Auto Value Program

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

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

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

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

Jobber Services

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

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

<PAGE> 9

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

During Fiscal 1998, 54 of the Company's independent jobber customers
joined   the  Auto  Value  program  through  the  Company  and   34
independent jobber customers resigned or were terminated  from  the
program.   As of October 31, 1998, 268 of the Company's independent
jobber  customers  and all of the Company's Advantage  Auto  Stores
participated in the Auto Value marketing program.

Advantage Auto Stores

To support its distribution center business, the Company operates
a  chain of jobbing stores under the Advantage Auto Stores  name,
except  for  certain Company-owned jobbing stores in the  Dayton,
Ohio,  region which operate under the Genuine Parts Company name,
Finn Auto Parts in Canandaigua, New York and Eagle Auto Parts  in
East Rochester, New York.  References to Advantage Auto Stores in
this  report  include these jobbing stores.  The  Advantage  Auto
Stores are located only in regions supplied by the Company's full-
service  distribution  centers.  As  of  November  2,  1998,  the
Company 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 eight years ago, the Company  embarked
on  a jobbing store remodeling project.  During Fiscal 1998,  the
Company  remodeled seven jobbing stores, leaving seven stores  to
be  remodeled.  The Company plans to remodel or relocate six more
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
the  Company's  headquarters in Rochester, New York,  except  for
accessory  products  which are purchased  by  management  of  the
specialty   distribution  center.   The  Company  purchases   its
products from approximately 217 suppliers which ship directly  to
the  Company's direct and full service distribution centers.   In
most  areas, the Company sources each of its product  lines  from
one supplier, although most automotive parts categories have more
than one competitive supplier.

<PAGE> 10


Inventory purchases are based upon quality, price, service, market
conditions and, where appropriate, brand recognition.  Suppliers'
programs  are  reviewed  periodically to  evaluate  product  mix,
quality, pricing and service.

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

In  Fiscal 1998, the Company's 15 largest suppliers accounted for
approximately  71.5% of its total distribution center  purchases,
and its largest supplier accounted for approximately 21.3% of its
distribution   center  purchases.   The  Company  considers   its
relationships  with its suppliers to be good  and  believes  that
alternate sources of supply exist at substantially similar  costs
for  substantially all products which it stocks.   The  Company's
suppliers are generally able to meet its demand for products.

Inventory Control and Management Information System

The  Company's  management information  system  is  an  important
element in its strategy of maintaining margins while offering its
customers competitive prices and rapid delivery of a wide variety
of  products.  The fully integrated, real-time system, which  was
designed  for  general  use  by distributors  in  the  automotive
aftermarket,  operates  on  mainframe computers  located  at  the
Company's Rochester, New York, headquarters and links all of  the
Company's distribution centers.  The system enables the Company's
Advantage  Auto  Stores  and  independent  jobbing  customers  to
communicate electronically with the Company.  A majority  of  the
Company'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

The   Company's  Advantage  Auto  Stores  promote  broad  product
availability,  competitive prices and  customer  service  through
direct  mail and local media, including newspapers, yellow  pages
and radio.

<PAGE> 11

Direct  distribution  centers  are promoted  through  yellow-page
advertising  and direct mail.  Full-service distribution  centers
provide  the  Auto Value marketing program to affiliated  jobbers
and their installer customers.

Trademarks

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

Competition

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

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

<PAGE> 12

Employees

As  of October 31, 1998, the Company had 1,216 (of which 926 were
full-time  and 290 were part-time) employees in full-service  and
direct-distribution centers and jobbing operations,  of  whom  77
were distribution center and jobbing store account executives, 63
were headquarters personnel, 190 were distribution center and  jobbing
store   management   personnel  and  the   remaining   886   were
distribution  center  workers, jobbing store employees,  drivers,
counter  persons, data entry and other personnel.  As of  October
31,  1998,  a  total of 13 employees at two distribution  centers
were  represented  under collective bargaining  agreements.   The
Company  has never experienced any material labor disruption  and
is  unaware  of  any  efforts  or plans  to  organize  additional
employees.  Management believes that its labor relations with its
employees are good.

<PAGE 13>

Item 2.     PROPERTIES

Distribution Center and Jobbing Facilities

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

As  of  October  31,  1998, the Company  operated  the  following
distribution center locations:

                        Approximate       
                       Gross Ground       
Location                   Level          Type
                        Square Feet
New York                                  
  Rochester               40,000          Full-Service
  Rochester-North         37,000          Direct Dist.
  Rochester-South         11,400          Direct Dist.
  Rochester-              15,000          Direct Dist.
Merchants                  5,000          Direct Dist.
  Rochester-Greece         4,500          Direct Dist.
  Rochester-Gates          5,000          Direct Dist.
  Farmington              35,000          Full-Service
  Bronx                   34,500          Full-Service
  Syracuse                27,800          Full-Service
  Buffalo                  8,000          Direct Dist.
  Buffalo                 22,000          Full-Service
  Newburgh                 5,700          Accessory
  Batavia                 12,900          Direct Dist.
  Albany
Ohio                                      
  Dayton                  59,800          Full-Service
  Independence            33,500          Full-Service
                                          
North Carolina                            
  Goldsboro               39,000          Full-Service
Virginia                                  
  Richmond                32,700          Full-Service
  Norfolk                  6,500          Pick-Up
Maryland                                  
  Bladensburg             18,100          Full-Service
  Baltimore               10,700          Pick-Up

<PAGE> 14                                 

Indiana                                   
  Indianapolis            13,000          Pick-Up
                                          
Pennsylvania                              
  Harrisburg              14,500          Direct Dist.

The Company owns the Independence, Ohio, site; leases its Norfolk,
Virginia, Albany, New York, and Harrisburg, Pennsylvania, sites
from unaffiliated parties under leases which expire on March 31,
2005, December 31, 1999 and September 30, 2000,  respectively;
leases its direct distribution Rochester-Merchants, Rochester-
Gates and Farmington sites from an unaffiliated party under
leases which expire in 2001; leases its Rochester-Greece direct
distribution site from an unaffiliated party which expires in
December 1999; and leases its Rochester-North and the Buffalo
direct distribution locations from David Appelbaum, a Vice
President of the Company under leases which expire in September
2004.  A third direct distribution location, Rochester-South, is
also leased from a partnership comprised of Mr. Appelbaum and an
unaffiliated third party and expires concurrently with other
leases held by Mr. Appelbaum.  The Company leases the remaining
distribution facilities from members of the Futerman family or
affiliates thereof under leases which expire between 2001 and
2008. Except for the Independence, Ohio, site (which is subject
to a first mortgage), none of the Company's facilities are
subject to any encumbrance.

As of November 2, 1998, there were 82 Advantage Auto Stores
served by the Company's distribution centers located in or near
the following cities:

                                                            
                    Advantage                           Advantage
Distribution       Auto Stores  Distribution Center    Auto Stores
Center              Serviced        Location            Serviced
    Location
Rochester, New         16       Dayton, Ohio               21
York
Syracuse, New           9       Goldsboro, North            8
York                            Carolina
Buffalo, New            7       Richmond, Virginia         13
York
Newburgh, New           2       Bladensburg,                4
York                            Maryland
Cleveland, Ohio         2                                   

<PAGE> 15

As  of  November  2, 1998, the Company leased 78 and  owned  four
Advantage Auto Stores sites.  As of November 2, 1998, leases on 9
store  sites  were month-to-month, leases on 45 store  sites  had
remaining  terms of three years or less, and leases on  24  store
sites  had  remaining terms of more than three  years,  excluding
renewal options.  The Company leases certain of these sites  from
members of the Futerman family.

Discontinued AUTOWORKS Facilities.

AUTOWORKS leased from an unaffiliated party a 312,000 square foot
distribution  center located in Moraine, Ohio,  which  previously
served  the  AUTOWORKS  store chain. The  lease  of  the  Moraine
distribution  center expired at the end of  December  1997.   The
remaining  leases for AUTOWORKS' locations have been assigned  to
and assumed by third parties, terminated by agreement or rejected
in  connection with the Chapter 11 proceeding filed on  July  24,
1997.    Three  (3)  leased  properties,  which  have  not   been
terminated  or  assumed,  are guaranteed  by  the  Company.   The
Company  is  in the process of attempting to negotiate agreements
to  terminate  these  guarantees  and/or  to  locate  replacement
tenants  through  commercial brokers.  One other leased  property
guaranteed  by the Company has been substantially  assumed  by  a
third party.

Item 3. LEGAL PROCEEDINGS.

On  October 31, 1995 a complaint was filed against the Company by
27  former  employees  of AUTOWORKS, INC.  seeking  class  action
status in the United States District Court, Southern District  of
Ohio, Western Division (Case Number  C-3-95-904).   The complaint
requests  compensatory damages, liquidated damages and attorney's
fees  available under the Fair Labor Standards Act  based  on  an
alleged  failure  to  pay overtime wages to  certain  individuals
classified  as  exempt  employees.   The  Company  is  vigorously
defending  this  action and maintains that  the  plaintiffs  were
employees of AUTOWORKS, INC., and its conduct was appropriate and
not wrongful.  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.

In  July  1997,  the Company's wholly-owned subsidiary,  AUTOWORKS,
filed  a petition for reorganization under Chapter 11 of Bankruptcy
Code.   The  proceeding was brought in and is presently pending  in
the  United States Bankruptcy Court for the Western District of New
York  (the  "Bankruptcy Court").  Subsequent  to  the  filing,  the
Official Unsecured Creditor's Committee in the proceeding,  claimed
that there had been preferential transfers between the Company  and
AUTOWORKS amounting to approximately $6.5 million and made  further
claims based upon the

<PAGE> 16

doctrines of substantive consolidation, and fraud in connection with
the  Company's  acquisition of AUTOWORKS.  On June  18,  1998,  the
Bankruptcy  Court approved a settlement among Hahn, AUTOWORKS,  the
Committee and the Company's secured creditors pursuant to which the
Company is required to pay the AUTOWORKS bankruptcy estate up to  a
maximum  of $2.0 million over five years.  If certain payments  are
made  in  a  timely  manner, the Company will pay  less  than  $2.0
million,  but  in  no  event  will the Company  pay  the  AUTOWORKS
bankruptcy  estate less than $1.6 million by June  15,  2002.   The
parties  also provided appropriate releases including any  existing
and potential claims which the Committee had against the Company.

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

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

No  matter was submitted during the fourth quarter of Fiscal 1998
to a vote of the Company's shareholders, through the solicitation
of proxies or otherwise.

<PAGE> 17
                             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:NMS").   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 1998 and 1997:

Fiscal Year Ended                Fiscal Year Ended
September 30, 1998               September 30, 1997
                  High      Low                      High    Low

1st Quarter      7 1/8     5 7/8   1st Quarter         9    8

2nd Quarter      5 7/8     5 7/8   2nd Quarter         9    7 1/2

3rd Quarter      5 3/4     5 1/2   3rd Quarter         9    6 3/4

4th Quarter      5 1/2     5 1/4   4th Quarter         7    6

The  Company did not pay any cash dividends during the  last  two
fiscal  years.  The Company did issue a 4% stock dividend on  May
1,  1997,  to  holders of record on April 10, 1997.  The  Company
does  not  intend  to pay any cash dividends for the  foreseeable
future  and  intends to retain earnings, if any, for  the  future
operation   and   expansion  of  the  Company's  business.    Any
determination  to  pay dividends in the future  will  be  at  the
discretion  of  the  Company's Board of  Directors  and  will  be
dependent  upon  the  Company's results of operations,  financial
condition,  contractual  restrictions and  other  factors  deemed
relevant  by  the  Board of Directors.  The  Company's  revolving
credit facility agreement prohibits the Company from paying  cash
dividends on its common stock, provided, however, for each fiscal
year  ending after September 30, 1997, the Company may distribute
dividends if it is not in default and would not be put in default
by  virtue of such dividends and the dividend does not exceed the
Company's  adjusted net earnings, as defined in  such  agreement,
for the fiscal year.

On  December 1, 1998, the Company had 71 holders of record of its
common stock.

<PAGE> 18

<TABLE>
<CAPTION>

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 30th.  This table should be  read  in
conjunction with the audited consolidated financial statements of
the  Company  and  the related notes thereto  included  elsewhere
herein  and  Item  7.  "Management's Discussion and  Analysis  of
Financial  Condition and Results of Operations".   The  Company's
financial  statements  were restated in Fiscal  1997  to  reflect
AUTOWORKS as a discontinued business.

                                    Year Ended September 30,
                                       1998      1997 (2)     1996
                                     (In thousands, except share and
                                      per share data)
<S>                                 <C>          <C>          <C>
Income Statement Data:                                 
  Net sales                           $133,503    $142,242  $138,395
  Cost of product sold                  82,778      86,967    86,077
  Gross profit                          50,725      55,275    52,318
                                                                    
  Selling, general and                                 
   administrative expense               44,059      46,717    41,657
  Depreciation and                                 
   amortization                          1,602       2,005     1,756
  Income from operations                 5,064       6,553     8,905
  Interest expense                      (3,771)     (4,670)   (4,402)
  Other income                             411         719       600
  Income (loss) before                                 
   provision for income taxes            1,704       2,602     5,103
  Provision for income taxes               665       1,011     1,950
                                                                    
  Income from continuing                                 
   operations                           $1,039      $1,591    $3,153
                                                                    
  Loss from discontinued                                 
   operations:                                                       
  Write-down of investment                                 
  in subsidiary, net of tax                  -     (18,789)        -
  Income (loss) from discontinued
   operations, net of tax                    -      (3,937)   (1,294)
  Total loss from                                                     
   discontinued operations                   -     (22,726)   (1,294)
                                                                    
  Net income (loss)                     $1,039    ($21,135)   $1,859
                                                                    
                                                                    
<PAGE> 19                                                           
Basic and diluted amount per share:                                              
      Income from continuing                                 
      operations per share               $0.22       $0.34     $0.66
      Income (loss) from continuing
      operations per share                   -       (4.79)    (0.27)
                                                                    
      Net income (loss)                                 
      per share                          $0.22      ($4.45)    $0.39
                                                                    
Weighted average                                                    
  shares outstanding                 4,745,014   4,745,014 4,745,014
                                                                    
                                                                    
Balance Sheet Data:                                 
  Working capital                     $ 42,498   $  45,485 $  65,452
  Total assets                        $ 78,311   $  77,792 $  97,819
  Long-term debt and                                 
   capital lease obligations                                 
   excluding current                                 
   maturities                         $ 41,693   $  41,874 $  40,893
  Stockholders' equity                $ 13,561   $  12,364 $  33,499
                                                                    
                                                                    
                                    Year Ended September 30,           
                                       1995      1994 (1)
                                  (In thousands,except share               
                                   and per share data)               
<S>                                 <C>          <C>                  
Income Statement Data:                                 
  Net sales                           $130,733    $122,875          
  Cost of product sold                  79,773      78,218          
  Gross profit                          50,960      44,657          
                                                                    
  Selling, general and                                 
   administrative expense               39,215      34,357          
  Depreciation and                                 
   amortization                          1,902       1,805          
  Income from operations                 9,843       8,495          
  Interest expense                      (4,387)     (3,129)          
  Other income                             434         441          
  Income (loss) before                                 
   provision for income taxes            5,890       5,807          
  Provision for income taxes             2,152       2,228          
                                                                    
                                                                    
<PAGE> 20                                                           
  Income from continuing                                 
   operations                           $3,738      $3,579          
                                                                    
Loss from discontinued                                 
   operations:                                                       
  Write-down of investment                                 
   in subsidiary, net of tax                  -          -          
  Income (loss) from discontinued
   operations, net of tax               (5,115)         563          
  Total loss from                                                     
   discontinued operations              (5,115)         563          
                                                                    
  Net income (loss)                    ($1,377)      $4,142          
                                                                    
Basic and diluted                                                   
 amounts per share:                                 
  Income from continuing                                 
   operations per share                  $0.79        $0.80          
  Income (loss) from discontinued
   operations per share                  (1.08)        0.12          
                                                                    
  Net income (loss)                                 
   per share                            ($0.29)       $0.92          
                                                                    
  Weighted average                                                    
   shares outstanding                4,743,938   4,496,526          
                                                                    
                                                                    
Balance Sheet Data:                                 
  Working capital                     $ 64,623   $  60,456          
  Total assets                        $ 97,602   $  95,805          
  Long-term debt and                                 
    capital lease obligations                                 
    excluding current                                 
    maturities                        $ 41,368   $  38,173          
  Stockholders' equity                $ 31,640   $  32,973          

(1) On November 29, 1993, the Company acquired AUTOWORKS for $13.3 million
    in cash.
(2) On July 24, 1997, AUTOWORKS filed for protection under Chapter 11
    of the United States Bankruptcy Code.  In connection with the filing,
    the Company recorded a onetime after tax charge of $18.8 million and
    restated all of its financial statements to reflect AUTOWORKS as a 
    discontinued business.  (See Note 2 to the Company's Consolidated
    Financial Statements included in Item 8 of this Report.) 


</TABLE>

<PAGE> 21

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

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

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

General

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

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

In  connection  with  the AUTOWORKS Chapter  11  proceeding,  the
Company  recorded  a one-time charge of $26.5 million,  less  tax
benefits  of  $7.7  million, during the third quarter  of  Fiscal
1997.   Approximately $20 million of this charge was recorded  to
write-down  the  Company's investment in  AUTOWORKS  to  its  net
realizable value.
<PAGE> 22
The adjusted investment was substantially recovered as a result of
the   AUTOWORKS  inventory  and  fixtures  liquidation,  the  net
proceeds of which were paid to AUTOWORKS, Inc. secured creditors.
The  residual portion of the charge, approximately $6.5  million,
represents  reserves recorded to cover  liabilities  the  Company
has retained with respect to AUTOWORKS.

Results of Operations

Fiscal Year 1998 Compared to Fiscal Year 1997

Net  sales for Fiscal 1998 decreased $8.7 million, or 6.1%,  from
the  prior  Fiscal  year,  to $133.5 million.   The  decrease  is
attributable  to a decrease in net sales of 1.3%  at  the  direct
distribution  centers,  7.0%  at  the  full-service  distribution
centers  and 6.9% at the Advantage Auto Stores.  These  decreases
are generally attributable to softness in the auto parts industry
caused   by  various  factors,  which  include  improved  vehicle
manufacturing and performance, longer vehicle warranties,  leased
vehicles,    warranted   pre-owned   vehicles,   and    increased
competition.  Throughout the fiscal year the Company closed seven
Advantage  Auto  Stores  and  opened five  new  locations,  which
contributed  to  the  net sales decline in the  division.   On  a
comparable  location  basis, direct distribution  division  sales
increased 4.5% (excluding the Nu-Way Acquisition) while the  full
service  distribution  centers and Advantage  Auto  Stores  sales
declined 7.0% and 7.1% respectively.

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

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

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

<PAGE> 23

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

Interest expense decreased $900,000 in Fiscal 1998 to $3.8 million
compared to $4.7 million for the previous year. This decrease  is
attributable  to lower average borrowings outstanding  under  the
New Credit Facility.

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

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

Fiscal Year 1997 Compared to Fiscal Year 1996

Net  sales for Fiscal 1997 increased $3.8 million, or 2.8%,  from
the  prior  Fiscal  year,  to $142.2 million.   The  increase  is
attributable  to  net  sales increases of  44.8%  at  the  direct
distribution  centers  and 1.5% at the full-service  distribution
centers, partially offset by a net sales decline of 6.1%  at  the
Advantage Auto Stores.  The direct distribution centers' increase
resulted  from  the October 1996 Nu-Way Acquisition  and  a  6.8%
increase  in  comparable location sales from the previous  Fiscal
year.    The   Advantage  Auto  Stores'  net  sales  decline   is
principally due to three store closings during Fiscal 1996 and  a
5.3% decrease in comparable net sales primarily as the result  of
general  softness in the automotive parts industry and  increased
competition.

Gross profit from continuing operations for Fiscal 1997 was $55.3
million,  or  38.9% of net sales, compared to $52.3  million,  or
37.8%, of net sales for Fiscal 1996.  Gross profit expressed as a
percentage  of  net  sales  increased  as  the  result   of   two
acquisitions  during  Fiscal 1997, and to a  lesser  extent,  the
changing  sales  mix  and maturation of the  direct  distribution
division, which generally has  a  higher gross margin than
full-service distribution center sales.

<PAGE> 24

Selling,  general,  and  administrative expenses  increased  $5.0
million from $41.7 million in Fiscal 1996, or 30.1% of net sales,
to  $46.7  million, or 32.8% of net sales, in Fiscal 1997.   This
increase  is  primarily attributable to the  Nu-Way  Acquisition,
increased  payroll  expenses  and additional  administrative  and
professional  expenses associated with the AUTOWORKS  Chapter  11
proceeding.

Depreciation  and  amortization expense  increased  $249,000  for
Fiscal  1997  from  the previous Fiscal year.  This  increase  is
attributable  to  the write-off of capitalized origination  costs
associated  with the Company's prior credit facility  (which  was
replaced  by  the Company's New Credit Facility described  below)
that  were  being amortized over the term of the prior  facility,
and  an  increase  in  amortization expense related  to  goodwill
associated  with  the  Nu-Way Acquisition.   The  increases  were
partially  offset by the utilization of operating  leases  rather
than the purchase of fixed assets.

Income  from continuing operations before interest and taxes  for
Fiscal 1997 decreased $2.3 million from $8.9 million, or 6.4%  of
net  sales in Fiscal 1996, to $6.6 million, or 4.6% of net  sales
in Fiscal 1997 as a result of the factors discussed above.

Interest expense increased $300,000 in Fiscal 1997 to $4.7 million
compared to $4.4 million for the previous year. This increase  is
attributable to higher average borrowings outstanding  in  Fiscal
1997  and  a  higher interest rate during the fourth  quarter  of
Fiscal 1997, due to the Company's forbearance agreement with  its
lenders.

The  Fiscal  1997  provision  for income  taxes  on  income  from
continuing  operations was $1.0 million,  an  effective  rate  of
38.9%,  as compared to $2.0 million, an effective rate of  38.2%,
in  Fiscal  1996  due to the decrease in income  from  continuing
operations.   The effective rate in both years differs  from  the
Federal rate of 34% primarily due to state income taxes.

As  a result of the factors discussed above, in Fiscal 1997,  the
Company had income from continuing operations of $1.6 million, or
$.34  per share, as compared to income from continuing operations
of $3.2 million, or $.66 per share in Fiscal 1996.  During Fiscal
1997,   taking   into  account  the  Company's  now  discontinued
AUTOWORKS'  business, the Company incurred a net  loss  of  $21.1
million,  or  $4.45  a  share, compared to  net  income  of  $1.9
million, or $.39 a share, in Fiscal 1996.  The loss incurred in
Fiscal 1997 includes  the  one-time  charge  relative  to
AUTOWORKS'   $18.8 million, net of tax, and losses from
discontinued operations  for the first nine months of the Fiscal
year of $3.9 million, net  of tax.  Net income in Fiscal 1996
includes losses from discontinued operations of $1.3 million,
net of tax.

<PAGE> 25

Liquidity and Capital Resources

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

During  Fiscal 1998, operating activities generated net  cash  of
$2.4  million,  resulting from income from continuing  operations
adjusted for non-cash items (including depreciation and bad  debt
expense)  of  $3.1 million and the receipt of a $2.6 million  tax
refund  reduced  by  changes in working capital.   During  Fiscal
1997,  operating activities generated net cash of  $1.0  million,
resulting from income from continuing operations adjusted for non-
cash  items (including depreciation and bad debt expense) of $4.8
million  which was partially offset by changes in working capital
including  an  increase  of $4.0 million in  other  assets  which
primarily  represents the recording of a $2.6 million  receivable
for  the tax refund received during Fiscal 1998.  In fiscal 1996,
operating   activities  generated  net  cash  of  $6.2   million,
resulting from income from continuing operations adjusted for non-
cash items (including depreciation and bad debt) of $5.6 million,
which was partially offset by changes in working capital.

Investing   activities   consist  mainly   of   routine   capital
expenditures for delivery vehicles, computer equipment, and store
and  warehouse  fixtures.   Capital expenditures  for  continuing
operations were $300,000, $1.1 million and $300,000 during Fiscal
1998,  1997 and 1996, respectively.  Excluding acquisitions,  the
Company  expects  to make capital expenditures  of  approximately
$450,000 in Fiscal 1999.

Financing  activities during Fiscal 1998, 1997 and 1996  consumed
$2.5  million,  $5.5 million and $1.9 of net cash,  respectively.
Funds  consumed  during  Fiscal  1998  and  Fiscal  1997  reflect
payments  on  long-term debt and a reduction  of  net  borrowings
under  the Company's current and prior credit facility.  In 1996,
such  payments  were  partially offset by the  issuance  of  $2.2
million  of  subordinated debt to Michael  Futerman  and  Eli  N.
Futerman,  Chief Executive Officer and President of the  Company,
respectively.    (See  Note  5  to  the  Company's   Consolidated
Financial Statements.)

<PAGE> 26

In  connection  with  the AUTOWORKS Chapter  11  proceeding,  the
Company  recorded  a one-time charge of $26.5 million,  less  tax
benefits  of  $7.7  million, during the third quarter  of  Fiscal
1997.   Approximately $20 million of this charge was recorded  to
write-down  the  Company's investment in  AUTOWORKS  to  its  net
realizable  value.   The  adjusted  investment  was  subsequently
recovered  as  a result of the AUTOWORKS inventory  and  fixtures
liquidation.   The residual portion of the charge,  approximately
$6.5  million, represents reserves recorded to cover  liabilities
the Company has retained with respect to AUTOWORKS.  At September
30,  1998,  $3.3  million of the original $6.5  million  reserves
included in the Company's $2.6 million AUTOWORKS charge  had  yet
to  be  utilized.   The Company believes that  it  is  adequately
accrued  for  the  remaining exposures  it  faces  for  AUTOWORKS
liabilities, including the settlement agreement discussed  below,
and  that  the remaining reserves at September 30, 1998  will  be
fully utilized during the next four years.

On October 22, 1997, the Company entered into a Loan and Security
Agreement   (the  "New  Credit  Facility")  with  Fleet   Capital
Corporation  ("Fleet"), which matures on October 22,  2002.   The
facility  provides  for, among other things, a  revolving  credit
facility  with  $50  million  in  maximum  availability  subject,
however, to borrowing base restrictions, and a $2.5 million  term
loan,  a $3.5 million supplemental availability line and  a  $2.0
million  letter  of  credit sub-facility.  The  proceeds  of  the
initial  borrowing  under the New Credit Facility,  approximately
$36.0  million, were used to repay all amounts outstanding  under
the  previous  credit  agreement and Senior  Secured  Notes.  The
obligations  of  the  Company under the New Credit  Facility  are
secured  by  a  first priority security interest on substantially
all  present and future assets of the Company and are  guaranteed
up  to a maximum amount of $2.5 million by Michael Futerman,  who
is  an  officer,  director and the principal shareholder  of  the
Company.   Secured mortgages on certain real estate were  pledged
as  collateral  guarantees by Michael Futerman.  The  New  Credit
Facility  contains  customary restrictive  covenants,  including,
without limitation, restrictions on changes in character  of  the
business,  mergers,  sales or transfers of assets,  acquisitions,
capital expenditures, liens, indebtedness, restricted payments or
repurchases  of  other indebtedness, dividends  and  transactions
with affiliates.  (See Note 5 to Company's Consolidated Financial
Statements.)   During  Fiscal 1998 the appropriate  waivers  were
received for the fixed charge covenant deficiencies.  In December
1998,  Fleet Capital agreed to change the Company's fixed  charge
coverage ratio to .45 for the first two quarters of Fiscal  1999,
and  to  .8 and 1.25 for the third and fourth quarters of  Fiscal
1999,  respectively, which will be measured quarter  by  quarter.
As  of  November 30, 1998, the Company had an outstanding balance
of $35.6 million  under the New Credit Facility with availability
of  $2.5 million.

<PAGE> 27

In  the  AUTOWORKS Chapter 11 proceeding, the unsecured creditors
committee had indicated that it may pursue certain claims against
the  Company.   On  April  22, 1998, a Settlement  Agreement  and
Release  was  negotiated between the Company and  the  Committee.
Under  the Settlement Agreement and Release, the Committee agreed
to  release  the  Company from all claims  in  exchange  for  the
Company's payment to the AUTOWORKS bankruptcy estate of up  to  a
maximum of $2.0 million over five years.  If certain payments are
made  in  a  timely manner, the Company will pay less  than  $2.0
million,  but not less than $1.6 million by June 15,  2002.   The
bankruptcy court approved the Settlement Agreement and Release by
order  dated June 18, 1998, the Settlement Agreement and  Release
was  thereafter  signed by all parties and the Company  made  the
first payment to the AUTOWORKS bankruptcy estate in the amount of
$320,000 on July 1, 1998.

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

The Company anticipates that its sources of cash flow will provide
sufficient working capital to operate its business, make expected
capital expenditures and to meet its other short-term and longer-
term liquidity needs at least through the end of Fiscal 1999.

Year 2000

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

The Company has developed an informal plan to ensure that all  of
its  significant  date-sensitive computer software  and  hardware
systems and other equipment utilized in its various distribution
<PAGE> 28
and  administrative  activities  (utilizing  embedded  chips   or
software),  will  be  Year 2000 compliant and  operational  on  a
timely  basis.  The formal plan will address all of the Company's
locations  and  includes a review of computer  applications  that
connect  elements  of  the  Company's business  directly  to  its
customers  and  suppliers.   The  plan  is  also  to  include  an
assessment  process  to determine that the Company's  significant
customers and suppliers ("Third-Party Activities") will  also  be
Year 2000 compliant.

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

The  remediation  of  operating equipment  is  approximately  50%
complete, and the Company is targeting completion of its  related
remediation  efforts by the end of the second  quarter  of  1999.
Certain  desktop personal computers that were Year 2000 deficient
have  been  replaced as part of the Company's scheduled  rotation
replacement program, the cost of which does not impact  the  Year
2000   project.   Testing  and  implementation  of  the  affected
equipment  is targeted to be substantially completed  during  the
second quarter of next year.

To date, the Company has not identified any Information Technology
("IT")  or  non-IT system that presents a material  risk  of  not
being  Year 2000 ready or for which a suitable alternative cannot
be  implemented.  However, as the initiative moves  further  into
the  testing phase, it is possible that the Company may  identify
potential  risks  of Year 2000 disruption.  It is  also  possible
that  such  a disruption could have a material adverse effect  on
the Company's financial condition and results of operations.  The
Company is still in the process of modifying or replacing certain
time-sensitive software programs and other date sensitive devices
to  avoid a potential inability to process transactions or engage
in other normal business activities.

With  respect  to Third-Party Activities, the Company  will  make
inquiries of its significant customers and suppliers and, at  the
present time, is not aware of problems that would materially

<PAGE> 29

impact  the  Company's operations.  However, the Company  has  no
means of ensuring that these customers and suppliers (and in turn
their customers and suppliers) will be Year 2000 compliant  in  a
timely  manner.   The inability of these parties to  successfully
resolve  their  Year  2000 issues could have a  material  adverse
effect on the Company.

Software modification to the Company's mainframe computer  system
has  already  begun.  The vendor of the system has commenced  the
distribution  of Year 2000 software upgrades.  It is  anticipated
that  all upgrades will be implemented and tested by the  end  of
the  second  quarter of 1999.  There will be no  expense  to  the
Company,  as  modified  Year  2000 software  is  a  part  of  the
Company's software maintenance agreement.

Substantially all of the Company owned remote store systems  have
been  upgraded with modified Year 2000 software without  cost  to
the Company, as these costs are also protected under the software
maintenance agreement for these systems.

The Company is utilizing both internal and external resources  to
reprogram or replace, test, and implement the required Year  2000
modifications.   The  Company plans to  complete  the  Year  2000
project  including  renovation, validation and implementation  by
June 30, 1999.  The Company's total cost to address the Year 2000
issue  is  estimated  at  $150,000 and is  being  funded  through
operating  cash flow.  The elements of such costs are as  follows
(amounts in thousands of dollars):

                         Incurred
                         Through     Costs Yet Total
                        September 30, to be    Estimated
                           1998       Incurred Cost

Capital expenditures related to
 new systems and equipment   $0      $100     $100

Operating expenses related to
 modifications of existing
 systems and equipment        0        50       50

Total capital and expense    $0      $150     $150

The  Company  could  potentially experience disruptions  to  some
aspects  of its various activities and operations as a result  of
non-compliant systems utilized by the Company or unrelated  third
parties.  Contingency plans are, therefore, under development  to
mitigate  the extent of any such potential disruption to business
operations.

<PAGE> 30

The costs of the Year 2000 project and the date which the Company
plans  to  complete  the  Year 2000 modifications  are  based  on
management's   best  estimates,  which  were  derived   utilizing
numerous  assumptions  of future events including  the  continued
availability of certain resources, third party modification plans
and  other  factors.   There  can  be  no  guarantee  that  these
estimates  will  be  achieved  and actual  results  could  differ
materially  from those plans.  Specific factors that might  cause
such  material differences include, but are not limited  to,  the
availability  and  cost of personnel trained in  this  area,  the
ability  to  locate and correct all relevant computer  codes  and
similar uncertainties.

Recent Accounting Pronouncements

In  June,  1997 the Financial Accounting Standards Board ("FASB")
issued  Statement of Financial Accounting Standard  ("SFAS")  No.
130  which  establishes standards for reporting  and  display  of
comprehensive  income  and  its components  (revenues,  expenses,
gains,  and  losses)  in a full set of general-purpose  financial
statements.   SFAS No. 130, which is effective for  fiscal  years
beginning after December 15, 1997, or the Company's Fiscal  1999,
requires  that  comprehensive income,  and  its'  components,  be
reported in a financial statement that is displayed with the same
prominence as other financial statements.  It also requires  that
an enterprise (a) classify items of other comprehensive income by
their  nature  in  a  financial statement  and  (b)  display  the
accumulated balance of other comprehensive income separately from
retained  earnings and additional paid-in capital in  the  equity
section  of  a statement of financial position.  Reclassification
of   financial  statements  for  earlier  periods  provided   for
comparative  purposes  is  required.   The  Company  will   begin
reporting comprehensive income in its' quarterly filing  on  Form
10-Q  as  of  and for the quarter ended December 31, 1998.   It's
comprehensive income will consist of net income, as  historically
reported, and the unrealized gain/loss on the marketable security
owned  by  the  Company (see Note 3 to the Company's Consolidated
Financial Statements included in Item 8 of this Report, which  is
currently  reported  as  a component of stockholders'  equity  in
accordance with SFAS No. 115, "Accounting for Certain Investments
in Debt and Equity Securities".)

In  June,  1997  the FASB also issued SFAS No. 131,  "Disclosures
about  Segments of an Enterprises and Related Information"  which
establishes   standards  for  the  way   that   public   business
enterprises report information about operating segments in annual
financial  Statements and requires that those enterprises  report
selected   information  about  operating  segments   in   interim
financial  reports issued to shareholders.  It  also  establishes
standards  for  related disclosures about products and  services,
geographic areas, and majorcustomers.   SFAS  No.  131, which is
effective  for   financial statements for periods beginning after
December 15, 1997, or  the Company's   Fiscal  1999,  generally
requires   that   financial information  be reported on the basis
that it is used  internally for  evaluating segment performance
and deciding how to  allocate resources  to  segments.
In the initial  year  of  application, comparative information
for earlier years is to be restated.  The Company  will begin
reporting segment information in  its  annual filing on Form 10-K
as of and for the fiscal year ended September 30,  1998,  and will
continue to report such information  in  its quarterly filings on
Form 10-Q thereafter.  The Company  believes that   it  has  two
reportable  segments  under  SFAS  No.  131, differentiated along
the channel of distribution (direct vs. full-service) as discussed
under the caption - "Business" in Item 1 of this Report.

<PAGE> 31

Inflation

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

Seasonality

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

IMPORTANT INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

Certain  statements  contained in this Form 10-K  which  are  not
historical  facts, including but not limited to  (i)  anticipated
trends  in  the Company's business and the automotive replacement
parts  industry,  (ii)  the  sufficiency  of  cash  to  fund  the
Company's  debt  service requirements and working  capital  needs
(iii)  certain  statements found under the captions  "Results  of
Operations"  and  "Liquidity  and Capital  Resources"  and  "Year
2000",  are  forward-looking statements within  the  meanings  of
Section 27A of the Securities Act of 1933 and Section 21E of  the
Exchange  Act of 1934, as amended; such statements are  typically
identified   by  the  words  "believe,"  "expect,"  "anticipate,"
"intend,"  "estimate,"  "plan" and  similar  expressions.   These
statements  involve a number of risks and uncertainties,  certain
of which are beyond the Company's control.  The actual results of
the future events described in the forward-looking statements  in
this Form 10-K could materially differ from those contemplated in
the forward-looking statements in this Form

<PAGE> 32

10-K.  In  addition  to the risks and uncertainties  of  ordinary
business operations, some of the factors that could cause  actual
results to differ materially are the risks and uncertainties  (i)
discussed  herein, (ii) contained in the Company's  other  public
reports  and filings and public statements from time to time  and
(iii) set forth below:

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

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

<PAGE> 33

toward  increasing  consolidation at  the  warehouse  and  jobber
levels,  the Company's financial performance may be significantly
affected  by  the  Company's ability to compete successfully  for
associated  jobber  customers  and otherwise  take  advantage  of
consolidation opportunities and other trends.

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

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

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

<PAGE> 34

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

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

<PAGE> 35

Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

The  Company  holds  a zero coupon bond to secure  certain  self-
insured  claims.   The  fair  market  value  of  such  bond   was
approximately $789,000 as of September 30, 1998.  See Note  3  to
the  Company's Consolidated Financial Statements included in this
Report.   The  value of the bond tends to fluctuate  with  market
interest  rate movements.  The Company does not believe that  the
security is material to the Company's financial position, results
of operation or cash flows.

Item 8.      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

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

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

There has been no change in accountants or reported disagreements
on  accounting  principles or practices  or  financial  statement
disclosures.
<PAGE> 36
                               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  1999  Annual
Meeting  of Shareholders to be filed with the Commission pursuant
to  Regulation  14A  on  or  before January  27,  1999,  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  1999  Annual
Meeting  of Shareholders to be filed with the Commission pursuant
to  Regulation  14A  on  or  before January  27,  1999,  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  1999  Annual
Meeting  of Shareholders to be filed with the Commission pursuant
to  Regulation  14A  on  or  before January  27,  1999,  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  1999  Annual
Meeting  of Shareholders to be filed with the Commission pursuant
to  Regulation  14A  on  or  before January  27,  1999,  and  the
appropriate  information  therefrom  is  incorporated  herein  by
reference.
<PAGE> 37
                             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, 1998, and 1997 

      Statements of Operations for the Years Ended
      September 30, 1998, 1997 and 1996  

      Statements of Changes in Stockholders' Equity
      for the Years Ended September 30, 1998, 1997 and 1996  

      Statements of Cash Flows for the Years Ended
      September 30, 1998, 1997 and 1996    

      Notes to Financial Statements 

      Financial Statement Schedules

      Report of Independent Accountants on Financial
      Statement Schedule 

      Schedule II - Valuation and Qualifying Account
      Reserves for the Years Ended September 30, 1998,
      1997 and 1996                         

(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.

<PAGE> 38
                              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 21, 1998   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 21, 1998 *S//Michael Futerman
                                     Michael Futerman, Director

Date: December 21, 1998  S//Eli N. Futerman
                                     Eli N. Futerman, Director

Date: December 21, 1998 *S//Peter J. Adamski
                                     Peter J. Adamski
                                     Vice President - Finance
                                     and Chief Financial Officer

Date: December 21, 1998 *S//Daniel J. Chessin
                                     Daniel J. Chessin, Director

Date: December 21, 1998 *S//Ira D. Jevotovsky
                                     Ira D. Jevotovsky, Director

Date: December 21, 1998 *S//Stephen B. Ashley
                                     Stephen B. Ashley, Director

Date: December 21, 1998 *S//William A. Buckingham
                                     William A. Buckingham, Director

Date: December 21, 1998 *S//Robert I. Israel
                                     Robert I. Israel, Director

Date: December 21, 1998 *S//E. Philip Saunders
                                     E. Philip Saunders, Director

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

<PAGE> 39







                  SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.





                 FINANCIAL STATEMENTS AND SCHEDULES

                         September 30, 1998





                         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.
<PAGE> 40

Hahn Automotive Warehouse, Inc. and Subsidiaries
Index To Consolidated Financial Statements
September 30, 1998



                                                        Page

      Report of Independent Accountants               

      Consolidated Balance Sheets at
      September 30, 1998 and 1997                   

      Consolidated Statements of Operations for the
      Years Ended September 30, 1998, 1997 and 1996  

      Consolidated Statements of Changes in
      Stockholders' Equity for the Years Ended
      September 30, 1997, 1996 and 1995                  

      Consolidated Statements of Cash Flows for
      the Years Ended September 30, 1997, 1996
      and 1995  

      Notes to Consolidated Financial Statements

      Report of Independent Accountants or
      Financial Statement Schedules   

      Schedule II - Valuation and Qualifying
      Account Reserves

<PAGE> 41


                Report of Independent Accountants

November 30, 1998

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


In  our opinion, the accompanying consolidated balance sheets and
the  related  consolidated statements of operations,  changes  in
stockholders'  equity  and  cash flows  present  fairly,  in  all
material  respects,  the financial position  of  Hahn  Automotive
Warehouse, Inc. and Subsidiaries at September 30, 1998 and  1997,
and  the results of their operations and their cash flows for the
three  fiscal years ended September 30, 1998, in conformity  with
generally   accepted  accounting  principles.   These   financial
statements  are  the responsibility of the Company's  management;
our  responsibility is to express an opinion on  these  financial
statements based on our audits.  We conducted our audits of these
statements   in  accordance  with  generally  accepted   auditing
standards  which require that we plan and perform  the  audit  to
obtain   reasonable   assurance  about  whether   the   financial
statements are free of material misstatement.  An audit  includes
examining,  on a test basis, evidence supporting the amounts  and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating  the  overall  financial statement  presentation.   We
believe  that  our  audits  provide a reasonable  basis  for  the
opinion expressed above.

                                   PricewaterhouseCoopers LLP
<PAGE> 42

<TABLE>
<CAPTION>

 Hahn Automotive Warehouse, Inc. and Subsidiaries
 Consolidated Balance Sheets                              
 (In thousands, except share and per share data)
                                                            
                                             September 30,
                                          1998             1997
<S>                                 <C>               <C>
Assets                                                              
                                                                    
Current Assets:                                                     
  Cash                                       $   329         $   632
  Marketable securities                          789             550
  Trade and note receivables,                                 
        net of allowance for                                 
        doubtful accounts of                                 
        $2,927 in 1998 and                                 
        $3,230 in 1997                        15,595          16,995
  Inventory                                   44,037          42,516
  Other current assets                         2,567           4,312
              Total current assets            63,317          65,005
                                                                    
  Property, equipment and                                 
       leasehold improvements, net             7,613           5,062
  Other assets                                 7,381           7,725
                                             $78,311         $77,792

     Liabilities and Stockholders'Equity                                 
                                                                    
Current Liabilities:                                                
  Current portion of                                                
    long-term debt and                                              
      capital lease                                                 
        obligations                          $ 2,810         $ 1,330
  Accounts payable                            10,718          12,062
  Compensation related liabilities             1,758           1,880                      
  Discontinued operations                      1,142           2,120
  Other accrued expenses                       4,391           2,128
         Total current liabilities            20,819          19,520
                                                                    
  Obligations Under Credit Facility           35,190          37,455                            
  Notes payable - officers and affiliates      1,129           2,704                
  Other long-term debt                         1,810           1,440
  Capital lease obligations                    3,564             275
  Other liabilities                            2,238           4,034
  Stockholders' equity:                                               
   Common stock (par value $.01 per share                             
   authorized 20,000,000 shares:                                
   issued and outstanding 4,745,014                                 
   in 1998 and 1997)                              47              47
  Additional paid-in capital                  25,975          25,975
  Deficit                                    (12,619)        (13,658)
  Unrealized gain on marketable                                 
   securities, net of deferred taxes             158               -            
    Total stockholders' equity                13,561          12,364
                                             $78,311         $77,792
                                                                    
The accompanying notes are an integral part of the financial statements.      
</TABLE>

<PAGE> 43
<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,
                                1998        1997       1996
<S>                          <C>          <C>        <C>

Net sales                      $133,503   $142,242    $138,395
Cost of product sold             82,778     86,967      86,077
  Gross profit                   50,725     55,275      52,318
                                                              
Selling, general and                                          
  administrative expense         44,059     46,717      41,657
Depreciation and                                              
  amortization                    1,602      2,005       1,756
    Income from operations        5,064      6,553       8,905                 
                                                              
Interest expense                (3,771)    (4,670)     (4,402)
Other income                        411        719         600
  Income before provision                                     
    for income taxes              1,704      2,602       5,103
                                                              
Provision for income taxes          665      1,011       1,950
  Income from continuing                                      
    operations                    1,039      1,591       3,153
                                                              
Loss from discontinued                                        
  operations:                                                 
Write-down of investment                                      
  in subsidiaries, net of tax         -    (18,789)          -                 
                                                              
Loss from discontinued                                        
  operations, net of tax               -    (3,937)     (1,294)
Total loss from                                               
  discontinued operations              -   (22,726)     (1,294)

<PAGE> 45                                                     

  Net income (loss)            $  1,039   $(21,135)     $1,859
                                                              
Basic and diluted amounts                                     
  per share:                                                  
 Income from continuing                                    
  operations per share         $   0.22   $   0.34    $   0.66
 Loss from discontinued                                    
  operations per share                -     (4.79)      (0.27)
   Net income (loss) per                                     
      share                    $   0.22   $  (4.45)    $   0.39
                                                              
Weighted average shares                                       
  outstanding                 4,745,014  4,745,014   4,745,014
                                                              
The accompanying notes are an integral part of the financial statements.      

</TABLE>

<PAGE> 46

<TABLE>
<CAPTION>

Hahn Automotive Warehouse, Inc. and Subsidiaries                        
Consolidated Statement of Change in Shareholders' Equity
(In thousands, except share and per share data)                                          
                                                          
                                                        Total
                                  Additional  Retained  Stock-
                  Common Stock    Paid-In     Earnings  holders'
                  Shares Amount   Capital     Deficit   Equity
                             
<S>             <C>        <C>   <C>       <C>      <C>
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
                                                              
 Net loss              -     -         -    (21,135) (21,135)
                                                              
 Stock dividend  182,501     1     1,368     (1,369)       -
                                                              
Balance at September 30, 1997                                                    
                                                     
               4,745,014    47    25,975    (13,658)  12,364
                                                              
Net income             -     -         -      1,039    1,039
                                                              
Unrealized gain on marketable security                                                
 net of deferred taxes -     -         -        158      158              
                                                              
Balance at September 30, 1998                                                    
                                  
               4,745,014   $47   $25,975   $(12,461) $13,561
                                                              
The accompanying notes are an integral part of the financial statements.       

<PAGE> 47

</TABLE>



<TABLE>

<CAPTION>

Hahn Automotive Warehouse, Inc. and Subsidiaries
Consolidated Statements of Cash Flows                             
(In thousands)                                                     
                                                                       
                                            For the years ended
                                                September 30,
                                           1998       1997       1996
<S>                                     <C>          <C>        <C>
  Cash Flows from operating activities:                               
   Net income from continuing operations     $1,039     $1,591  $ 3,153
   Items to reconcile net income to cash                               
      provided by operating activities:                               
    Depreciation and amortization             1,602      2,005    1,756
    Provision for doubtful accounts             453      1,176      696
    Loss from discontinued operations,                               
      before non-cash items                      --     (3,103)    (538)
   Change in assets and liabilities:                               
    Trade receivables                           947     (1,119)    (913)
    Inventory                                (1,521)     1,020    1,141
    Other assets                              1,983     (3,901)    (625)
    Accounts payable and other accruals      (2,058)       232    1,005
    Net assets of discontinued                  
      operations                                 --      9,243   (2,591)
         Net cash provided by operating                               
        activities                            2,445      7,144    3,084
                                                                       
  Cash flows from investing activities:                               
   Additions to property, equipment and                               
    leasehold improvements, net:                                       
   Continuing operations                       (279)    (1,067)    (294)
      Discontinued operations                     --         --    (880)
             Net cash used in investing                               
              activities                       (279)    (1,067)  (1,174)
                                                                       
                                                                       
<PAGE> 48                          
                              
  Cash flows from financing activities:                               
   Net borrowings under line of credit         (996)    (1,433)   1,276
   Proceeds from long-term debt and                               
    demand notes                              6,119         89        -
   Proceeds from notes payable -                 
    officers and affiliates                       -          -    2,150       
   Payment of long-term debt and                                        
    demand notes                             (6,555)    (3,501)  (4,765)
   Payment of notes payable -                                           
    officers and affiliates                    (711)      (237)     (90)
   Payment of capital lease obligations        (326)      (442)    (478)
    Net cash used in financing activities    (2,469)    (5,524)  (1,907)
                                                                       
  Net increase (decrease) in cash              (303)        553       3
  Cash at beginning of year                     632          79      76
  Cash at end of year                          $329        $632     $79
                                                                       
  Supplemental disclosures of cash                                       
    flow information:                                                    
   Cash paid during the year for:                                       
    Interest                                 $3,916      $4,689 $ 4,467
    Income taxes                             $   95      $  297 $ 1,589
                                                                       
  Supplemental disclosure of non-cash                               
    investing activities:                                                
   Debt issued in connection with                                       
    acquisitions                              $  -     $1,900    $   -
  Supplemental disclosure of non-cash                               
    financing activities:                                                
        Issuance of 182,501 and 175,481                               
        shares of common stock in                                          
        conjunction with the 4% stock                               
        dividend in fiscal 1997 and                               
        1996, respectively                    $  -     $1,369   $ 1,448
                                                                       
  Renewal of capital lease agreements                               
    during fiscal 1998                      $3,768       $  -     $   -
                                                                       
 The accompanying notes are an integral part of the financial statements.      


</TABLE>

<PAGE> 49

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

1. Summary of Accounting Policies

   The Company

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

   Principles of Consolidation

   The consolidated financial statements include the accounts  of
   Hahn  Automotive  Warehouse,  Inc.  (the  "Company")  and  its
   wholly-owned  subsidiaries.  As a  result  of  its  bankruptcy
   filing  on  July  24,  1997,  the  Company's  AUTOWORKS,  Inc.
   subsidiary  (see Note 2) was deconsolidated.  All  significant
   intercompany transactions have been eliminated.

   Marketable Security

   The  Company's only marketable security is a zero coupon  bond
   purchased  as  collateral against liability claims  for  which
   the  Company is self-insured.  The Company has classified  the
   bond  as  available-for-sale, as defined by the  Statement  of
   Financial  Accounting Standards ("SFAS") No. 115,  "Accounting
   for  Certain  Investments  in  Debt  and  Equity  Securities."
   Unrealized  holding gains and losses, net of  deferred  income
   taxes,  are reflected as a separate component of stockholders'
   equity  until realized.  For the purpose of computing realized
   gains   and   losses,  cost  is  identified  on   a   specific
   identification basis.

   Inventory

   Inventory  consists primarily of automotive replacement  parts
   and accessories and is stated at the lower of cost, on a last-
   in,  first-out  ("LIFO")  basis, or market.   The  replacement
   cost   of   the   inventory  exceeded  the   LIFO   value   by
   approximately  $3,179  and $3,583 at September  30,  1998  and
   1997, respectively.

   Intangible   Assets   Property,   Equipment   and    Leasehold
   Improvements

   Property,  equipment and leasehold improvements are stated  at
   cost  and  are  depreciated over their estimated useful  lives
   using   the   straight-line  method.    Major   renewals   and
   betterments are capitalized.  Maintenance, repairs  and  minor
   renewals are expensed as incurred.  When properties are

<PAGE> 50

   retired  or  otherwise  disposed  of,  the  related  cost  and
   accumulated depreciation are removed from the accounts.

   Assets Under Capital Leases

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

   Goodwill  is  amortized  using the straight-line  method  over
   lives  ranging from 20 to 30 years.  Deferred financing  costs
   are  being amortized using the straight-line method  over  the
   term  of  the  Credit Facility Agreement  (see  Note  5).  The
   Company  accounts  for  pre-opening costs  at  new  stores  in
   accordance with Statement of Position 98-5, "Reporting on  the
   Costs  of  Start-Up  Activities",  expensing  such  costs   as
   incurred.

<PAGE> 51

   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  $786,
   $1,128  and $223 for the years ended September 30, 1998,  1997
   and 1996, respectively.

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

   Net Income Per Share

   The  Company  has adopted SFAS No. 128, "Earnings Per  Share",
   which  was issued by the Financial Accounting Standards  Board
   in  1997.   SFAS No. 128 requires dual presentation  of  basic
   earnings  per share (EPS) and diluted EPS on the face  of  all
   statements  of earnings for periods ending after December  15,
   1997.   Basic EPS is computed as net earnings divided  by  the
   weighted-average number of common shares outstanding  for  the
   period.   Diluted  EPS  reflects the potential  dilution  that
   could  occur  from common shares issuable through  stock-based
   compensations including stock options.  The adoption  of  SFAS
   No. 128 had no effect on EPS reported in prior years.

   Impairment of Long-Lived Assets

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

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

<PAGE> 52

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

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

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

   Concentration of Credit Risk

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

   Reclassifications
   
   Certain reclassifications of fiscal 1997 and 1996 financial
   statements and related footnote amounts have been made to
   conform to the fiscal 1998 presentation.

2. Discontinued Operations

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

<PAGE> 53

   restated) reflect all discontinued operations separately  from
   continuing operations.

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

   At  September 30, the assets and liabilities of AUTOWORKS  are
   summarized as follows:

<TABLE>
<CAPTION>
                                   1998          1997
                                                
       Assets
<S>                            <C>            <C>                                                              
Cash                             $   192       $   833
Accounts receivable,                  
net                                    5            40
Inventory                              -           220
Property, plant and                  
equipment                            490           712
Other assets                       1,280           127
                                                      
     Total assets           $      1,967  $      1,932
                                  
                                                      
                                                      
    Liabilities
                                                      
Current liabilities         $     17,941  $     17,906
Due to affiliates                 33,375        33,375
     Total Liabilities            51,316        51,281
                                                      
Liabilities                
exceeding assets            $     49,349  $     49,349

</TABLE>



<PAGE> 54

Operating results (exclusive of the aforementioned provisions) of
AUTOWORKS for the years ended September 30, are as follows:


                            1998            1997           1996
                                                             
Net sales               $    -      $     57,292   $     82,977
                                    
Loss from operations,   
net of tax              $    -      $     (3,937)  $     (1,294)




3. Marketable Security

   The  marketable security held at September 30, 1998  and  1997
   is  classified  as  available-for-sale and  is  summarized  as
   follows:

                                      Market       Unrealized
                         Cost         Value           Gain
September 30, 1998                                          
                                                               
Debt security:                                                 
Zero Coupon Bond      $   550            789     $        239
                            
                                                               
                                                               
September 30, 1997                                               
                                                               
Debt security:                                                 
Zero Coupon Bond       $  550   $        550  $             -
                            



4. Property, Equipment and Leasehold Improvements

   Property, equipment and leasehold improvements consist of  the
   following:







<PAGE> 55
                                      September 30,           Useful
                                                              Lives
                                    1998            1997     (Years)
                                                                  
Land                            $          25  $         25      -
                                           25             25
Buildings                                 880            880  10 - 30
Buildings under capitalized             4,422          3,136  10 - 20
leases
Leasehold improvements                  2,227          2,163     10
Computer equipment                      2,103          2,177      6
Furniture and fixtures                  4,343          4,466      8
Vehicles                                3,084          3,337   4 - 5
                                       17,084         16,184      
Less:  Accumulated                                              
   depreciation and
   amortization                         9,471         11,122          
                                                                      
                                $       7,613  $       5,062          

   Depreciation  and  amortization expense related  to  property,
   equipment  and  leasehold improvements  for  the  years  ended
   September  30,  1998, 1997 and 1996 was approximately  $1,440,
   $1,614  and  $1,724,  respectively.  Included  in  accumulated
   depreciation and amortization at September 30, 1998  and  1997
   was   approximately   $673   and  $2,824,   respectively,   of
   accumulated amortization on capital leases.

5. Long-Term Debt

   Long-term debt includes the following:

                                        September 30,
                                     1998           1997
                                                  
Credit Facility Agreement    $     36,566   $     37,830
Notes payable - officers            1,993          2,704
and affiliates
Other long-term debt                2,038          2,219
                                   40,597         42,753
  Less:  Current portion            2,468          1,154
                                                        
                             $     38,129   $     41,599

<PAGE> 56
   On  October  22,  1997, the Company closed  on  a  new  Credit
   Facility Agreement.  The new agreement expires on October  22,
   2002  and  provides  a revolving credit  note,  subject  to  a
   borrowing  base, up to a maximum of $50,000.  The proceeds  of
   the  initial  borrowings under the Credit  Facility  Agreement
   were   used  to  repay  all  amounts  outstanding  under   the
   Company's  previously  existing credit  agreement  and  Senior
   Secured  Notes.   Borrowings outstanding  under  the  previous
   credit agreement and Senior Secured Notes as of September  30,
   1997  are  assumed  to have been replaced as  of  the  balance
   sheet  date  with  borrowings under the  new  Credit  Facility
   Agreement.

   Borrowings  under the Credit Facility Agreement bear  interest
   at  an  annual rate equal to, at the Company's option,  either
   (a)  LIBOR  plus 1.75% to 2.5%, dependent upon  the  Company's
   financial performance, or (b) the bank prime rate plus  0%  to
   .75%,  dependent  upon  the Company's  financial  performance.
   LIBOR  and  prime  were  5.8%  and  8.25%,  respectively,   at
   September 30, 1998.

   The   Credit   Facility   Agreement   is   collateralized   by
   substantially  all  of  the  Company's  assets  and   contains
   covenants   and   restrictions,   including   limitations   on
   indebtedness,  liens,  leases, mergers and  sales  of  assets,
   investments, dividends, stock purchases and other payments  in
   accordance   with  capital  stock  and  cash   flow   coverage
   requirements.  Restrictive covenants include maintenance of  a
   minimum  tangible  net  worth  and  a  minimum  fixed   charge
   coverage  ratio.  The  Company has  obtained  the  appropriate
   waivers for all covenant violations during fiscal 1998.

   On  December  14, 1995, the Company entered into an  agreement
   with  its  Chief  Executive Officer and principal  stockholder
   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  Chief
   Executive  Officer  and  the  President  of  the  Company,  on
   January  24  and  February  1,  1996,  respectively,  in   the
   aggregate amount of $2,150.  The Notes bear interest which  is
   payable  monthly,  at  the  annual rate  of  12%.   Commencing
   January 1, 1997, the Notes require monthly principal

<PAGE> 57

   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  remaining  balance of notes payable due to  officers  and
   affiliates  is  comprised  of a number  of  notes  to  related
   parties with varying terms.

   Annual  maturities  of  long-term debt for  subsequent  fiscal
   years are approximately: 1999 - $2,468; 2000 - $1,331; 2001  -
   $940; 2002 - $1,550; 2003 - $33,754 and thereafter - $554.

6. 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, have terms of approximately ten years.

   The  Company also leases warehouse and jobber facilities under
   noncancellable  operating  lease  agreements,   which   expire
   through 2008.  Certain of the leases are for 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  $2,911,  $2,792  and  $2,691,  which   included
   approximately  $1,874,  $1,675  and  $1,914  of  payments   to
   related  parties for the years ended September 30, 1998,  1997
   and 1996, respectively.

   In  addition,  the  Company  leases  various  equipment  under
   noncancellable  operating  lease agreements  expiring  through
   2002.   Rent expense related to all equipment operating leases
   totaled  approximately  $460, $519 and  $623,  for  the  years
   ended September 30, 1998, 1997 and 1996, respectively.

   Future  minimum  rental  payments under noncancellable  leases
   for  fiscal  years subsequent to September  30,  1998  are  as
   follows:









<PAGE> 58

                         Capital                      
                          Leases     Operating
                                        Leases
                         Related       Related         
                         Parties       Parties       Other
                                                     
1999                  $      682     $   1,153   $   1,786
2000                         682           534       1,643
2001                         682           478       1,167
2002                         575           409         777
2003                         575           308         484
Thereafter                 2,546            67         309
                                                          
                           5,742     $   2,949   $   6,166
                                                          
  Less: Interest portion   1,836                          
                                                          
                           3,906                          
                                                          
  Less: Current portion      342                          
                                                          
  Long-term portion    $   3,564                          


   Contingencies

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


   Uncertainties Related to the Bankruptcy of AUTOWORKS

   The  Official Unsecured Creditors' Committee ("Committee")  in
   the  AUTOWORKS,  Inc. ("AUTOWORKS") bankruptcy proceeding  had
   indicated  that it may pursue claims against the Company,  for
   alleged   preferential  transfers  between  the  Company   and
   AUTOWORKS, amounting to approximately $6.5 million, under  the
   doctrine  of substantive consolidation, for alleged  fraud  of
   creditors  in  connection  with the Company's  acquisition  of
   AUTOWORKS.  On April 22, 1998, a Settlement Agreement and

<PAGE> 59

   Release  ("Settlement Agreement") was negotiated  between  the
   Company  and  the Committee.  Under the Settlement  Agreement,
   the  Committee agreed to release the Company from  all  claims
   in  exchange  for  the  Company's  payment  to  the  AUTOWORKS
   bankruptcy  estate  of up to a maximum of  $2.0  million  over
   five  years.  If certain payments are made in a timely manner,
   the  Company  will pay less than $2.0 million,  but  not  less
   than  $1.6  million  by  June  15,  2002.   Such  amounts  are
   appropriately  reserved  for.  The bankruptcy  court  approved
   the  Settlement Agreement by court order dated June 18,  1998,
   the  Settlement Agreement was thereafter signed by all parties
   and  the  Company  made  the first payment  to  the  AUTOWORKS
   bankruptcy estate in the amount of $320,000 on July 1, 1998.

7. Income Taxes

   Income  tax  expense (benefit) is comprised of  the  following
   for the years ended September 30:
                                      1998       1997        1996
Continuing operations:                                             
  Current:                                                         
    Federal                        $    (42)  $    1,423   $  1,287
    State                                33          315        929
                                         (9)       1,738      2,216
  Deferred                              674         (727)      (266)
    Total provision for income                                      
     taxes from continuing operations   665        1,011      1,950
                                                                   
Discontinued operations:                                           
  Current                                 -       (3,923)      (802)
  Deferred                                -       (4,027)         -
    Total provision for (benefit                                   
     from) income taxes
     from discontinued operations         -       (7,950)      (802)
                                                                   
Total provision for (benefit from)  
income taxes                        $   665   $   (6,939)  $  1,148

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



<PAGE> 60
                                     1998         1997
                                                 
Accounts receivable             $   1,204    $   1,152
Inventory                          (1,070)      (1,121)
Accrued liabilities                   858        1,807
Deferred compensation                 156          138
Other                                 115           42
Net operating loss                 
 carryforwards                      2,317        2,190
                                                      
  Net asset                     $   3,580    $   4,208


   The  Company believes it will have adequate future  income  to
   offset  all  deferred  tax assets.   The  net  operating  loss
   carryforwards are available to use through 2018.

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

8. Employee Retirement Plan

   The  Company has a 401(k) profit sharing plan for all eligible
   employees.    Under  the  plan,  employees  are  entitled   to
   contribute  up  to 15% of their base salary, and  the  Company
   will  match  up  to 15% of the employee's contributions.   The
   Company  may  also make a discretionary contribution  at  year
   end.  The  Company's matching contribution under the plan  was
   approximately  $115,  $100  and  $74  for  the   years   ended
   September 30, 1998, 1997 and 1996, respectively.

9. Net Income Per Share

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



                                      Fiscal Years Ended
                                         September 30,
                                  1998         1997         1996
Basic and Diluted Earnings                                    
Per Share
Basic and Diluted Shares                                          
Outstanding:

<PAGE> 61                                                         

Weighted average number
of shares outstranding          4,745,014     4,745,014  4,745,014
Net income                      $   1,039     $ (21,135) $   1,859
                                                            
                                                                   
Basic and Diluted EPS              $  .22     $   (4.45) $     .39
                                                             


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

10.Stockholders' Equity and Stock Options

   On March 15, 1997 and 1996, the Board of Directors declared  a
   4%   stock   dividend   on   the   Company's   common   stock,
   distributable May 1 of each year to stockholders of record  as
   of  April  10, 1997 and 1996.  Accordingly, amounts  equal  to
   the  fair  market value of the additional shares  issued  have
   been  charged  to  retained earnings and  credited  to  common
   stock  and  additional paid-in capital at September  30,  1997
   and  1996.   Earnings  per share and weighted  average  shares
   outstanding  as  of September 30, 1996, and for  each  of  the
   quarters  presented, were restated to reflect  this  4%  stock
   dividend.

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

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




<PAGE> 62

                                                       Option Price
                                                           Range
                                             Shares      Per Share
                                                           
Options outstanding - October 1, 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         
  Exercised                                    -               -
  Expired                                   (11,899)    8.00 to  13.50
  Granted                                    89,250     7.50 to   8.00
  Stock dividend                             21,624     7.50 to  30.69
                                                           
Options outstanding - September 30, 1997    560,329     7.50 to  30.69
  Exercised                                    -               -
  Expired                                   (65,649)    6.00 to  15.25
  Granted                                    55,770     6.00 to   6.25
                                                           
Options outstanding - September 30, 1998    550,450    $6.00 to $30.69
                                                           
Options exercisable at September 30,1998    451,750    $6.00 to $30.69

   Included  in  exercisable options at September  30,  1998  are
   140,608  options  reserved for sale to the  President  of  the
   Company.   These options became exercisable annually beginning
   April  29,  1997  at  option prices  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
   exercisable options will expire no later than April 29, 2004.

   In  October  1995,  the Financial Accounting  Standards  Board
   issued   SFAS   No.   123,   "Accounting   for   Stock   Based
   Compensation",   which   requires   companies   to   recognize
   compensation expense for grants of stock options,  or  provide
   pro  forma  disclosures relative to what the  effect  of  such
   accounting  recognition  would have  been.   The  Company  has
   elected to continue using Accounting Principles Board Opinion

<PAGE> 63

   (APB)  No. 25, "Accounting for Stock Issued to Employees".  No
   compensation  expense  has been recorded,  however  pro  forma
   disclosures  of  net income and earnings per share  have  been
   provided below as if SFAS No. 123 had been adopted.

   Pro  forma  income  and  income  per  share  information,   as
   required  by  SFAS  No.  123, has been determined  as  if  the
   Company  had accounted for employee stock options  under  SFAS
   No.  123's fair value method.  The fair value of these options
   was  estimated  at  grant date using a  Black-Scholes   option
   pricing  model with the following weighted-average assumptions
   for 1998 and 1997, respectively:

                                            1998              1997
                                                                  
Dividend yields                               0%                0%
Volatility factors of the expected                                
 market price of the Company's       
 common stock                             30.88%            30.33%
Expected option life                     5 years           5 years
Interest rate on the date of the grant                                  
with the maturity equal to the           
expected term                             5.49% - 5.99% 5.57% - 6.34%


   For  purposes  of  pro forma disclosures, the  estimated  fair
   value  of  the  options  is  amortized  to  expense  over  the
   options'  vesting  period  (3 years).   The  weighted  average
   exercise price of options outstanding was $7.98 and $16.34  at
   September  30,  1998  and  1997, respectively.   The  weighted
   average  fair  value  of options granted in  fiscal  1998  was
   $5.88  for both options whose stock price on the date  of  the
   grant  equaled  the  exercise price and  options  whose  stock
   price  on  the  date of the grant was less than  the  exercise
   price.  The weighted average fair value of options granted  in
   1997  was $7.98 for options whose stock price on the  date  of
   grant  equaled the exercise price.  The pro forma compensation
   expense  the Company would have recognized was $274,  $76  and
   $70  in 1998, 1997 and 1996, respectively.  The Company's  pro
   forma information is as follows:






<PAGE> 64

                                          1998       1997        1996
                                                             
Pro forma income from                                            
continuing operations               $      872  $    1,543  $   3,110
Pro forma income from                                            
continuing operations per share     $      .18  $      .33  $     .66



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

11.Quarterly Financial Data

   The   following  tables  set  forth  the  unaudited  quarterly
   results  of  continuing  operations for  each  of  the  fiscal
   quarters in the years ended September 30, 1998 and 1997:

                      Dec. 31  Mar. 31   June 30   Sept. 30   Year
Fiscal 1998                                                   
Net sales             $31,539  $32,313   $35,808  $33,843  $133,503
                                                                  
Gross profit          $12,129  $12,034   $13,154  $13,408  $ 50,725
                                                                  
  Net income          $    77  $    76   $   410  $    476 $  1,039
                                                                  
  Net income per     
  share (a)           $   .02  $   .02   $   .09  $    .10 $    .22
                                                                  
Fiscal 1997                                                       
                                                                  
Net sales             $33,872  $33,630   $37,920  $36,820  $142,242
                                                                  
Gross profit          $13,101  $12,692   $14,049  $15,433  $ 55,275
                                                                  
Income from           $   656  $    26   $   203  $    706 $  1,591
continuing operations
                                                                  
Loss from               
discontinued operations  (585)  (1,501)  (20,640)     -     (22,726)

<PAGE> 65                                                         

  Net income (loss)  $     71  $1,475)  $20,437)  $    706  $(21,135)
                                                                  
Income from                                                       
continuing operations
per share            $    .14  $   .01  $    .04  $    .15  $    .34
share
                                                                  
Loss from discontinued                                        
operations per share    (0.12)   (0.32)    (4.35)       -      (4.79)
                                                                  
  Net income (loss)  
  per share          $    .02   $ (.31)  $ (4.31)  $   .15  $  (4.45)          
                                                                   
     (a)  The sum of quarterly amounts do not equal the fiscal
          year amount due to rounding.


<PAGE> 66
                                `
                Report of Independent Accountants


November 30, 1998


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


In  our opinion, the accompanying financial statement schedule is
fairly  stated in all material respects in relation to the  basic
financial  statements,  taken  as a  whole,  of  Hahn  Automotive
Warehouse, Inc. and Subsidiaries as of  and for the three  fiscal
years  ended September 30, 1998, which are covered by our  report
dated November 30, 1998 as presented previously in this document.
Our  audit was made for the purpose of forming an opinion on  the
basic financial statements taken as a whole.  This information is
presented  for  purposes of additional  analysis  and  is  not  a
required   part   of   the  basic  financial  statements.    Such
information has been subjected to the auditing procedures applied
in the audit of the basic financial statements.



                                   PricewaterhouseCoopers LLP

<PAGE> 67


 Hahn Automotive Warehouse, Inc.                                    
 Schedule II- Valuation and
 Qualifying Account Reserves
 For the Years
 Ended September 30, 1998, 1997 and 1996
 (Amounts in thousands)                                        
 
                                                             
                             Additions                      
                 Balance at Charged to             Balance at
                  Beginning  Costs and                End
Description       of Period   Expenses  Deductions  of Period

1998:  Allowance                                             
for doubtful                                                 
accounts and                                                 
notes receivable   $  3,230    $    453   $  (756)    $ 2,927
                                                             
                                                             
1997:  Allowance                                             
for doubtful                                                 
accounts and                                                 
notes receivable   $  2,209    $  1,176   $  (155)    $ 3,230
                                                             
                                                             
1996:  Allowance                                             
for doubtful                                                 
accounts and                                                 
notes receivable   $  2,018    $    696   $  (505)    $ 2,209



<PAGE> 68



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


                         September 30, 1998





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



<PAGE> 69

                           EXHIBIT INDEX


      Exhibit 3.1        Restated Certificate of Incorporation
                    of  Hahn  (Exhibit  3.1 to  The  Company's
                    Registration Statement on Form S-1 (No. 33-
                    48694)  as  filed with the SEC on  January
                    19, 1993)*
      
      Exhibit 3.2        Amended and Restated By- Laws of Hahn
                    (Exhibit  3 to Hahn's Quarterly Report  on
                    Form 10-Q for quarterly period ended March
                    31, 1994)*
      
      Exhibit 4.1          Shareholders'   Agreement,    dated
                    September 30, 1994, between Hahn and David
                    Appelbaum  (Exhibit 4.1 to  Hahn's  Annual
                    Report  on  Form 10-K for the Fiscal  year
                    ended September 30, 1994)*
      
      Exhibit 10.1       1992 Stock Option Plan (Exhibit  10.1
                    to Hahn's Registration Statement on Form S-
                    1  (No. 33-48694) as filed with the SEC on
                    January 19, 1993)*
      
      Exhibit 10.2       Amendment No. 1 to 1992 Stock  Option
                    Plan  (Exhibit  A  to  Hahn's  1995  Proxy
                    Statement)*
      
      Exhibit 10.3       Amendment No. 2 to 1992 Stock  Option
                    Plan  (Exhibit  A  to  Hahn's  1996  Proxy
                    Statement)*
      
      Exhibit 10.4       Stock  Option Agreement, dated  April
                    29, 1994, between Hahn and Eli N. Futerman
                    (Exhibit  10.3 to Hahn's Quarterly  Report
                    on  Form  10-Q  for  the quarterly  period
                    ended June 30, 1994)*
      
      Exhibit 10.5        1993  Stock  Option  Plan  for  Non-
                    Employee  Directors (Exhibit 4  to  Hahn's
                    Quarterly  Report  on Form  10-Q  for  the
                    quarterly period ended March 31, 1994)*
      
      Exhibit 10.6        Amended   and   Restated   Selective
                    Incentive  Plan Agreement, dated  June  9,
                    1992,  between  Hahn and Eli  N.  Futerman
                    (Exhibit   10.2  to  Hahn's   Registration
                    Statement  on  Form S-1 (No. 33-48694)  as
                    filed with the SEC on January 19, 1993)*

      <PAGE> 70

      Exhibit 10.7        Amended   and   Restated   Selective
                    Incentive  Plan Agreement, dated  June  9,
                    1992,   between  Hahn  and  Timothy  Vergo
                    (Exhibit   10.3  to  Hahn's   Registration
                    Statement  on  Form S-1 (No. 33-48694)  as
                    filed with the SEC on January 19, 1993)*
      
      Exhibit 10.8        Amended   and   Restated   Selective
                    Incentive  Plan Agreement, dated  June  9,
                    1992,  between Hahn and Albert J. Van  Erp
                    (Exhibit   10.4  to  Hahn's   Registration
                    Statement  on  Form S-1 (No. 33-48694)  as
                    filed with the SEC on January 19, 1993)*
      
      Exhibit 10.9        Amended   and   Restated   Selective
                    Incentive  Plan Agreement, dated  June  9,
                    1992,  between Hahn and Daniel J.  Chessin
                    (Exhibit   10.5  to  Hahn's   Registration
                    Statement  on  Form S-1 (No. 33-48694)  as
                    filed with the SEC on January 19, 1993)*
      
      Exhibit 10.10       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 10.11       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 10.12      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 10.13       Letter   Agreement  Lease  Amendment
                    dated  September 30, 1993 between  Michael
                    Futerman  and  Hahn Automotive  Warehouse,
                    Inc. (filed herewith)
      
      Exhibit 10.14      Second  Amendment to Lease Agreement,
                    dated  May 1997, between Michael  Futerman
                    and Hahn Automotive Warehouse, Inc. (filed
                    herewith)
      <PAGE> 71
      Exhibit 10.15      Second  Amendment to Lease Agreement,
                    dated   May,  1997  between  the   Michael
                    Futerman   Irrevocable  Trust   and   Hahn
                    Automotive    Warehouse,    Inc.    (filed
                    herewith)
      
      Exhibit 10.16      Third  Amendment to  Lease  Agreement
                    between   Michael   Futerman   and    Hahn
                    Automotive    Warehouse,    Inc.    (filed
                    herewith)
      
      Exhibit 10.17      Fourth  Amendment to Lease  Agreement
                    between   Michael   Futerman   and    Hahn
                    Automotive    Warehouse,    Inc.    (filed
                    herewith)
      
      Exhibit 10.18      Amendment to Lease Agreement  between
                    Michael  Futerman  and  Sara  Futerman  as
                    Landlord  and  Hahn Automotive  Warehouse,
                    Inc., as tenant (filed herewith)
      
      Exhibit 10.19      Lease  Agreement between the  Michael
                    Futerman  Living  Trust as  Landlord,  and
                    Hahn Automotive Warehouse, Inc., as tenant
                    (filed herewith)
      
      Exhibit 10.20      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 10.21       Letter  Agreement  Lease  Amendment,
                    dated  October  4, 1993,  between  Eli  N.
                    Futerman  and  Hahn Automotive  Warehouse,
                    Inc. (filed herewith)
      
      Exhibit 10.22       Letter  Agreement  Lease  Amendment,
                    dated  September 30, 1996, between Eli  N.
                    Futerman  and  Hahn Automotive  Warehouse,
                    Inc. (filed herewith)
      
      Exhibit 10.23      Lease  Agreement, executed  June  11,
                    1992,  between EDR Associates as  landlord
                    and  Hahn  as  tenant  (Exhibit  10.10  to
                    Hahn's Registration Statement on Form  S-1
                    (No.  33-48694) as filed with the  SEC  on
                    January 19, 1993)*
      
      
      <PAGE> 72
      Exhibit 10.24       Letter   Agreement  Lease  Amendment
                    dated  September  1,  1993,  between   EDR
                    Associates  and Hahn Automotive Warehouse,
                    Inc. (filed herewith)
      
      Exhibit 10.25      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 10.26      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 10.27      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 10.28       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 10.29      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)*
      
      
      
      
      <PAGE> 73
      Exhibit 10.30       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 10.31      Amendment to Addendum to Master Lease
                    Agreement  dated  June  26,  1996  between
                    Fleet Bank of New York as lessor and  Hahn
                    and  AUTOWORKS as lessees dated  June  26,
                    1996*
      
      Exhibit 10.32       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 10.33      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 10.34      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 10.35      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 10.36      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)*
      
      
      
      <PAGE> 74
      Exhibit 10.37        Hahn's    Amended   and    Restated
                    Promissory  Note, dated as of February  1,
                    1996, in the original principal amount  of
                    $1,650,000  in  favor of Michael  Futerman
                    (Exhibit  10.2 to Hahn's Quarterly  Report
                    on  Form  10-Q for the quarter ended  June
                    30, 1996)*
      
      Exhibit 10.38        Hahn's    Amended   and    Restated
                    Promissory  Note, dated as of February  1,
                    1996, in the original principal amount  of
                    $500,000 in favor of Eli Futerman (Exhibit
                    10-3 to Hahn's Quarterly Report on Form 10-
                    Q for the quarter ended June 30, 1996)*
      
      Exhibit 10.39       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 10.40       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 10.41      Credit Facility Agreement, dated June
                    26,   1996,  among  Hahn,  AUTOWORKS,  the
                    several  lenders  named  therein  and  the
                    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 the Company and
its subsidiaries have been omitted pursuant to Regulation Item
601.   The Company hereby agrees to furnish a copy of any such
instrument to the Commission upon request.

      Exhibit 10.42       Settlement  Agreement  and   Release
                    dated  June  29,  1998 between  AUTOWORKS,
                    Inc.,    The   Committee,   Fleet    Bank,
                    Manufacturers and Traders Trust,  Sumitomo
                    Bank   Ltd.,  Chase  Manhattan  Bank   and
                    Massachusetts   Mutual   Life    Insurance
                    Company.  (Exhibit 3.1 to Hahn's Quarterly
                    Report on Form 10-Q for the Quarter  Ended
                    June 30, 1998)*
      
      
      <PAGE> 75

      Exhibit 10.43       Waiver,   Modification   and   Third
                    Amendment to the Credit Facility Agreement
                    and  Forbearance Agreement, dated July 24,
                    1997  among  the Company and  its  wholly-
                    owned  subsidiaries and the  syndicate  of
                    banks  (Exhibit  10.1 to Hahn's  Quarterly
                    Report on Form 10-Q for the quarter  ended
                    June 30, 1997)*
      
      Exhibit 10.44      Buyer's  Trademark License Agreement,
                    dated  November 28, 1993, between Northern
                    Automotive   Corporation   and   AUTOWORKS
                    (Exhibit 28.3 to Hahn's Current Report  on
                    Form  8-K,  dated December 10, 1993  (File
                    No. 0-20984)*
      
      Exhibit 10.45      Credit  Facility Amendment Number  1,
                    dated   October  10,  1996,  among   Hahn,
                    AUTOWORKS,   the  several  lenders   named
                    therein  and Fleet Bank, as agent (Exhibit
                    10.37  to Hahn Annual Report on Form  10-K
                    for  the  Fiscal year ended September  30,
                    1997)*
      
      Exhibit 10.46       Credit  Facility  Agreement,   dated
                    October  22, 1997 between Hahn  and  Fleet
                    Capital  Corporation .  (Exhibit 10.43  to
                    Hahn's Annual Report on Form 10-K for  the
                    Fiscal year ended September 30, 1997.)*
      
      Exhibit 10.47      Letter  Agreement,  dated  August  5,
                    1997   between   Schottenstein   Bernstein
                    Capital  Group, LLC, HLCO Trading Company,
                    Inc. and Garcel, Inc. d/b/a Great American
                    Asset  Management, as joint venturers  and
                    AUTOWORKS,  Inc. (Exhibit 10.2  to  Hahn's
                    Quarterly  Report  on Form  10-Q  for  the
                    quarter  ended June 30, 1997) (as modified
                    by  Gordon  Brothers  Partners,  Inc.  and
                    AUTOWORKS,  Inc. on August 20,  1997  with
                    respect    to   store   disposition    and
                    liquidation pricing).*
      
      Exhibit 10.48      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)*
      
      
      <PAGE> 76

      Exhibit 10.49      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 10.50       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 10.51        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 10.52      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 10.53      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 21    List of Subsidiaries (filed herewith)

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

      Exhibit 24    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.

<PAGE> 77

      Exhibit 10.13

Letter Amendment Lease Amendment dated September 30, 1993 between
      Michael Futerman and Hahn Automotive Warehouse, Inc.

<PAGE> 78
                                                         Exhibit 10.13








September 30, 1993



Mr. Albert J. Van Erp
Vice President - Finance
Hahn Automotive Warehouse, Inc.
415 West Main Street
Rochester, NY  l4608

To Whom It May Concern:

     This amendment concerns the Lease included on Exhibit "A"
which terminates December 14, 1992.  This Lease term has been
extended to the present date with no rent increases.  This Lease
will be extended five years commencing January 1, 1993 and
terminating December 31, 1997.

     During this extended term there will be an increase in rent
as indicated on Exhibit "B".

Sincerely,


s/s Mike Futerman
Mike Futerman

MF/rmd

AGREEMENT

     My signature below indicates Hahn Automotive Warehouse,
Inc.'s agreement to the above extensions of Lease terms and rent
increases as indicated on Exhibits "A" and "B".

s/s Albert J. Van Erp, V.P.                       9/30/93
Albert J. Van Erp, V.P. - Finance                 Date
<PAGE> 79
                           EXHIBIT "A"


STORE #   PROPERTY       LEASE TERM          RENT/MO   RENT/YR

102       SYRACUSE,
          NY             12/87 - 12/14/97    8,100      97,200

103       BUFFALO,
          NY             12/87 - 12/14/97    4,200      50,400

104       NEWBURGH,
          NY             12/87 - 12/14/97    3,500      42,000

105       BRONX,
          NY             12/87 - 12/14/97    4,000      48,000

142       ELLENVILLE,
          NY             4/91 - 3/31/96      1,300      15,600

143       KINGSTON,
          NY             12/87 - 12/143/92   3,000      36,000

153       CANASTOTA,
          NY             1/1/92 - 12/31/96     800       9,600

158       ROME,
          NY             1/1/92 - 12/31/96   1,000      12,000

169       AUBURN,
          NY             1/92 - 12/31/96     1,000      12,000

172       PAINTED
          POST, NY       1/1/92 - 12/31/96   1,200      14,400
                                                        (2,094)*

175       GENEVA,
          NY             4/1/92 - 3/31/97    1,450      17,400

176       HORNELL,
          NY             1/1/92 - 12/31/96   1,000      12,000
                                                        (3,754)*

179       BATH,
          NY             1/1/92 - 12/31/96     450       5,400

309       BLADENSBURG,
          MD             12/87 - 12/14/97    4,100      49,200

<PAGE> 80
412       GOLDSBORO,
          NC             12/87 - 12/14/97    7,440      89,280

416       A+ BATTERY     12/87 - 12/14/97      700       8,400
          GOLDSBORO, NC

422       GOLDSBORO,
          NC             12/87 - 12/14/97    1,860      22,320

RECORD    394 W. MAIN    12/87 - 12/14/97      850      10,200
STORAGE   ROCHESTER, NY

806       DAYTON,
          OH             9/91 - 8/31/01      9,000     108,000

*Taxes to be paid as additional annual rent.  The Lease requires
Tenant to pay all real property taxes.  Since some buildings have
more than one leasehold, we have listed the amount of all
property taxes tenant shall pay for a particular store, which
shall increase annually in proportion to the increase in real
property taxes.

<PAGE> 81
      Exhibit 10.14

  Second Amendment to Lease Agreement, dated May 1997, between
      Michael Futerman and Hahn Automotive Warehouse, Inc.
<PAGE> 82
                                                         Exhibit 10.14


               SECOND AMENDMENT TO LEASE AGREEMENT
                             BETWEEN
                        MICHAEL FUTERMAN
                               AND
                 HAHN AUTOMOTIVE WAREHOUSE, INC.



     THIS AGREEMENT is made as of this      day of May, 1997, by
and between MICHAEL FUTERMAN ("Landlord") and HAHN AUTOMOTIVE
WAREHOUSE, INC. ("Tenant").

                            Recitals

     A.   Landlord and Tenant are parties to a Lease Agreement
acknowledged June 10, 1992 (the "Lease Agreement").

     B.   The purpose of this Second Amendment is to extend the
lease term and modify the rental due pursuant to the Lease
Agreement as it pertains to certain warehouses.

                           Provisions
                                
     NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties agree as follows:

     1.   Extension.     The lease term for the Warehouses as set
forth further on Exhibit "B" is hereby extended through November
30, 2007, on all of the terms and subject to all of the
conditions and limitations set forth in the Lease Agreement.
Exhibit "A" to the Lease Agreement is hereby amended accordingly.

     2.   No Other Changes.   Except as expressly set forth
herein, the Lease Agreement shall remain in full force and effect
without amendment or modification and as such is expressly
reaffirmed and ratified.

          LANDLORD            S/S Michael Futerman
                              MICHAEL FUTERMAN

          TENANT              HAHN AUTOMOTIVE WAREHOUSE, INC.

                              By  S/S T. Vergo

                              Its  V.P.
<PAGE> 83
                                
                                
                           EXHIBIT "B"
                                
                        MICHAEL FUTERMAN



STORE #
PROPERTY           LEASE TERM      RENT/MO     RENT/YR

102
SYRACUSE, NY   12/1/97 - 11/30/07  $8625.00  $103,500.00

103
BUFFALO, NY    12/1/97 - 11/30/07  $4630.00  $ 55,560.00

104
NEWBURGH, NY   12/1/97 - 11/30/07  $3850.00  $ 46,200.00
<PAGE> 84

                                                                      
                           EXHIBIT "B"

STORE #
PROPERTY          LEASE TERM       RENT/MO   RENT/YR

143
KINGSTON, NY   1/1/93 - 12/31/97   3,15      37,800


<PAGE> 85
      Exhibit 10.15

  Second Amendment to Lease Agreement, dated May, 1997 between
the Michael Futerman Irrevocable Trust and Hahn Automotive Warehouse,
                              Inc.
<PAGE> 86
                                                         Exhibit 10.15
               SECOND AMENDMENT TO LEASE AGREEMENT
                             BETWEEN
               MICHAEL FUTERMAN IRREVOCABLE TRUST
                               AND
                 HAHN AUTOMOTIVE WAREHOUSE, INC.

     THIS AGREEMENT is made as of this     day of May, 1997, by
and between MICHAEL FUTERMAN IRREVOCABLE TRUST (Landlord") and
HAHN AUTOMOTIVE WAREHOUSE, INC. ("Tenant").
                            Recitals

     A.   Landlord, Michael Futerman and Tenant are parties to a
Lease Agreement acknowledged June 10, 1992 (the "Lease
Agreement").

     B.   The Landlord acquired title from Michael Futerman
pursuant to a deed and trust agreement dated November 30, 1992.

     C.   The purpose of this Second Amendment is to extend the
lease term and modify the rental due pursuant to the Lease
Agreement as it pertains to Warehouse #105, Bronx, NY..

                           Provisions
                                
     NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties agree as follows:

     1.   Extension.     The lease term for the Warehouse #105,
Bronx, NY, is hereby extended through November 30, 2007, on all
of the terms and subject to all of the conditions and limitations
set forth in the Lease Agreement except amended as follows:

No.  Property      Lease Term      Rent/Mo        Rent/Yr
105  Bronx, NY 12/1/97 - 11/30/07  $5,830.00      $69,960.00

     2.   No Other Changes.   Except as expressly set forth
herein, the Lease Agreement shall remain in full force and effect
without amendment or modification and as such is expressly
reaffirmed and ratified.

          LANDLORD            S/S Eli  Futerman
                              ELI N. FUTERMAN, TRUSTEE

          TENANT              HAHN AUTOMOTIVE WAREHOUSE, INC.

                              By  S/S T. Vergo

                              Its  V.P.
<PAGE> 87

      Exhibit 10.16

   Third Amendment to Lease Agreement between Michael Futerman
               and Hahn Automotive Warehouse, Inc.
<PAGE> 88
                                                         Exhibit 10.16
               THIRD AMENDMENT TO LEASE AGREEMENT
                             BETWEEN
                        MICHAEL FUTERMAN
                               AND
                 HAHN AUTOMOTIVE WAREHOUSE, INC.



     THIS AGREEMENT is made as of this     day of      , 19   ,
by and between MICHAEL FUTERMAN ("Landlord") and HAHN AUTOMOTIVE
WAREHOUSE, INC. ("Tenant").

                            Recitals

     A.   Landlord and Tenant are parties to a Lease Agreement
acknowledged June 10, 1992 (the "Lease Agreement").

     B.   The purpose of this Third Amendment to Lease Agreement
is to modify Exhibit "A" by the addition of two (2) locations to
the existing Exhibit "A".

                           Provisions
                                
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties agree as follows:

     1.   Additional locations.    The parties agree that two (2)
locations should be added to Exhibit "A" as follows:  80 South
Main Street, Wellsville, New York 14895 and 207 Elm Street,
Warren, Ohio  44483 for the term and rental stated on attachment
"A" annexed hereto.  These leases are subject to all of the
conditions and limitations set forth in the master Lease
Agreement.

     2.   No Other Changes.   Except as expressly set forth
herein, the Lease Agreement shall remain in full force and effect
without amendment or modification and as such is expressly
reaffirmed and ratified.

          LANDLORD       s/s Mike Futerman (POA) Eli Futerman
                         MICHAEL FUTERMAN


          TENANT         HAHN AUTOMOTIVE WAREHOUSE, INC.

                         By  s/s Daniel Chessin

                         Its Executive Vice President
<PAGE> 89
                                
                                
                         ATTACHMENT "A"




STORE #
PROPERTY            LEASE TERM          RENT/MO   RENT/YR

171
WELLSVILLE, NY      3/1/93 - 2/28/98    $1,150.00 $13,800.00

818
WARREN, OH          6/1/92 - 12/31/97   $  950.00 $11,400.00
<PAGE> 90
      Exhibit 10.17

  Fourth Amendment to Lease Agreement between Michael Futerman
               and Hahn Automotive Warehouse, Inc.
<PAGE> 91
                                                         Exhibit 10.17
               FOURTH AMENDMENT TO LEASE AGREEMENT
                             BETWEEN
                        MICHAEL FUTERMAN
                               AND
                 HAHN AUTOMOTIVE WAREHOUSE, INC.



     THIS AGREEMENT is made as of this     day of     , 1998, by
and between MICHAEL FUTERMAN ("Landlord") and HAHN AUTOMOTIVE
WAREHOUSE, INC. ("Tenant").

                            Recitals

     A.   Landlord and Tenant are parties to a Lease Agreement
acknowledged June 10, 1992 (the "Lease Agreement").

     B.   The purpose of this Fourth Amendment to Lease Agreement
is to extend the lease terms and modify the rental due pursuant
to the Lease as it pertains to certain locations.

                           Provisions
                                
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties agree as follows:

     1.   Extension.     The lease terms for the store locations
and storage location set forth on Exhibit "C" are hereby extended
through May 31, 2003, on all of the terms and subject to all of
the conditions and limitations set forth in the Lease Agreement.
Exhibit "A" to the Lease Agreement is hereby amended accordingly.

     2.   No Other Changes.   Except as expressly set forth
herein, the Lease Agreement shall remain in full force and effect
without amendment or modification and as such is expressly
reaffirmed and ratified.

          LANDLORD            s/s Michael Futerman
                              MICHAEL FUTERMAN


          TENANT              HAHN AUTOMOTIVE WAREHOUSE, INC.

                              By s/s Albert Van Erp

                              Its Vice President
<PAGE> 92

                           EXHIBIT "C"
                                
                        Michael Futerman

STORE   PROPERTY             LEASE TERM      RENT/MO        RENT/YR
NO.
                                                                

309     BLADENSBURG, MD   6/1/98 -            6600           79,200
                          5/31/03
                                                                
412     GOLDSBORO, NC     6/1/98 -            7440           89,280
                          5/31/03
                                                                
422     GOLDSBORO, NC     6/1/98 -            1860           22,320
                          5/31/03
                                                                
806     DAYTON, OH        6/1/98 -            9000          108,000
                          5/31/03
                                                                
171     WELLSVILLE, NY    6/1/98 -            1150           13,800
                          5/31/03
                                                                
818     WARREN, OH        6/1/98 -             950           11,400
                          5/31/03
                                                                

      Exhibit 10.18

      Amendment to Lease Agreement between Michael Futerman
and Sara Futerman as Landlord and Hahn Automotive Warehouse, Inc., as
                             tenant
<PAGE> 93
                                                         Exhibit 10.18
                  AMENDMENT TO LEASE AGREEMENT
                             BETWEEN
                        MICHAEL FUTERMAN
                               AND
                   SARA FUTERMAN, AS LANDLORD
                               AND
           HAHN AUTOMOTIVE WAREHOUSE, INC., AS TENANT



     THIS AGREEMENT is made as of this     day of      , 1998, by
and between MICHAEL FUTERMAN and SARA FUTERMAN ("Landlord") and
HAHN AUTOMOTIVE WAREHOUSE, INC. ("Tenant").

                            Recitals

     A.   Landlord and Tenant are parties to a Lease Agreements
acknowledged June 10, 1992 (the "Lease Agreement").

     B.   The purpose of this Amendment to Lease Agreement is to
extend the lease terms and modify the rental due pursuant to the
Lease as it pertains to certain locations.

                           Provisions
                                
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties agree as follows:

     1.   Extension.     The lease terms for the store locations
and storage location set forth on Exhibit "A" are hereby extended
through May 31, 2003, on all of the terms and subject to all of
the conditions and limitations set forth in the Lease Agreement.
Exhibit "A" to the Lease Agreement is hereby amended accordingly.

     2.   No Other Changes.   Except as expressly set forth
herein, the Lease Agreement shall remain in full force and effect
without amendment or modification and as such is expressly
reaffirmed and ratified.

          LANDLORD            s/s Michael Futerman
                              MICHAEL FUTERMAN

          LANDLORD            s/s Sara Futerman
                              SARA FUTERMAN



<PAGE> 94
          TENANT              HAHN AUTOMOTIVE WAREHOUSE, INC.

                              By  s/s Albert Van Erp

                              Its Vice President
<PAGE> 95




                       EXHIBIT "A" AMENDED
                                
                      MIKE FUTERMAN LEASES





STORE NO.   PROPERTY        LEASE TERM    RENT/MO    RENT/YR
                                                     
143         KINGSTON, NY    6/1/98 -      3150       37,800
                            5/31/03
                                                     
153         CANASTOTA, NY   6/1/98 -      800        9,600
                            5/31/03
                                                     
158         ROME, NY        6/1/98 -      1000       12,000
                            5/31/03
                                                     
172         PAINTED POST    6/1/98 -      1200       14,400  TAX: 2094
                            5/31/03
                                                     
175         GENEVA, NY         6/1/98 -   1450       17,400
                            5/31/03
                                                     
176         HORNELL, NY     6/1/98 -      1100       13,200  TAX: 3754
                            5/31/03
                                                     
179         BATH, NY        6/1/98 -      450        5,400
                            5/31/03
                                                     
820         TOLEDO, OH      6/1/98 -      1500       18,000
            REYNOLDS RD     5/31/03
                                                     
RECORDS     WEST MAIN ST    6/1/98 -      850        10,200
STORAGE     394             5/31/03

<PAGE> 96
      Exhibit 10.19

    Lease Agreement between the Michael Futerman Living Trust
   as Landlord, and Hahn Automotive Warehouse, Inc., as tenant
<PAGE> 97
                                                         Exhibit 10.19












                 HAHN AUTOMOTIVE WAREHOUSE, INC












                         LEASE AGREEMENT
















                             Store No.

                                
<PAGE> 98

                        LEASE AGREEMENT

                       Table of Contents


1:       DEMISE, TERM AND USE

2:       CONDITION OF PREMISES, IMPROVEMENTS

3:       RENT

4:       SECURITY DEPOSIT

5:       DAMAGES

6:       INSURANCE

7:       REPAIRS AND MAINTENANCE OF THE PROPERTY

8:       INDEMNIFICATION

9:       DAMAGE OR DESTRUCTION

10:      CONDEMNATION

11:      ASSIGNMENT AND SUBLEASES

12:      DEFAULT

13:      LANDLORD'S RIGHT TO ENTER PREMISES

14:      SUBORDINATION; ESTOPPEL CERTIFICATES

15:      NOTICES

16:      QUIET ENJOYMENT

17:       ENVIRONMENTAL INDEMNITY AND REPRESENTATION

18:       ENTIRE AGREEMENT

<PAGE> 99

                        LEASE AGREEMENT


     THIS LEASE AGREEMENT is made and is effective as of the date

set  forth  in  Exhibit  A attached hereto  for  each  particular

property also set forth on Exhibit A and attached hereto, between

Michael Futerman Living Trust , with an address at 415 West  Main

Street,   Rochester,  New  York   14608  ("Landlord")  and   HAHN

AUTOMOTIVE WAREHOUSE, INC., 415 West Main Street, Rochester,  New

York  14608 ("Tenant").

      This Lease is granted and accepted upon the following terms

and  conditions, and each of the parties agrees  to  perform  and

observe  all the terms, covenants and conditions to be  performed

on its part.  Exhibit A attached hereto is incorporated herein by

reference and made part of this Lease.

                            ARTICLE 1

                      DEMISE, TERM AND USE

1.1: The Landlord lets to Tenant, and Tenant takes from Landlord,

each  parcel of real property as more particularly set  forth  on

Exhibit A attached hereto.

1.2:  The  term  of this Lease shall be that term  set  forth  on

Exhibit A attached hereto.

1.3:  The  Premises may be used only for the retail or  wholesale

sale  of  auto parts and accessories; the aforementioned sentence

notwithstanding, the Tenant may also use the Premises for general

<PAGE> 100

 office purposes.

                            ARTICLE 2

               CONDITION OF PREMISES, IMPROVEMENTS

2.1   The Landlord will provide the Premises to the Tenant in "as

is"  condition upon commencement of the Lease.  The  Tenant  will

take  good care of the Premises, will promptly repair all damage,

will  comply  with all laws, regulations or ordinances  regarding

the  Premises, and will surrender the Premises at the end of  the

term  in  good  condition normal wear and  tear  excepted..   Any

alterations  or improvements to the Premises by the Tenant  shall

be  made  only with the Landlord's permission.  All improvements,

whether  made  prior to or during the term of this  Lease,  shall

become  the  property  of  the Landlord upon  the  expiration  or

termination of this Lease.

                            ARTICLE 3

                              RENT

3.1:  Tenant  agrees to pay to the Landlord,  at  415  West  Main

Street, Rochester, New York  14608, or at such other place as the

landlord  may designate by written notice, a net annual  rent  in

equal  monthly  installments as set forth on Exhibit  A  attached

hereto.

      The net annual rental ("Net Rent") shall be in addition  to

all  other  payments to be made by Tenant as hereafter  provided,

and

<PAGE> 101

the  Net  Rent  shall  be paid in equal monthly  installments  in

advance  on the first day of each calendar month during the  term

of this Lease.

3.2:  The  Net  Rent shall be absolutely net to the landlord,  so

that  this Lease shall yield, net to the Landlord, the  Net  Rent

specified  in  Section 1 in each year during  the  term  of  this

Lease.  All costs and expenses relating to the Premises shall  be

paid  by  Tenant,  provided that nothing contained  herein  shall

require  the  Tenant  to  pay interest  or  principal  under  any

mortgage placed upon the Premises by the Landlord.

3.3: The Net Rent shall be paid to the Landlord without notice or

demand and without abatement, deduction or setoff.

3.4: On the anniversary of each lease year Tenant agrees that the

Net Rent payable under this Lease Agreement pursuant to Exhibit A

shall  be  increased  by  a percentage equal  to  the  percentage

increase  from  the immediately preceding adjustment  date  (  as

hereinafter specified) of the "Consumer's Price Index  for  Urban

Wage  Earners and Clerical Workers, U.S. City Average, All Items,

City  Size  A  (1982-84=100)", issued  by  the  Bureau  of  Labor

Statistics  of the U.S. Department of Labor in the Current  Labor

Statistic  Section of the Monthly Labor Review (final publication

only).  The term "adjustment date" as used herein shall refer  to

the date on which the Index is published, which is closest to the

<PAGE> 103

date  immediately preceding the anniversary of the term  of  this

Lease Agreement as set forth on Exhibit A.  Any adjustment of the

Net Rent shall continue during the subsequent year.

3.5:  Tenant will also pay as additional rent all costs for  real

property  taxes,  utilities (heat, air and lighting),  water  and

sewer  charges,  and  repairs of every kind and  nature  (whether

structural  or  nonstructural), and any and  all  other  expenses

incurred  in connection with the operation, maintenance and  care

of  the Premises.  If the Tenant fails to pay any additional rent

as  due, the Landlord may, at his option, pay the same.   If  so,

the  Tenant shall reimburse the Landlord within five (5) days  of

the  Landlord's demand with interest at the highest rate  allowed

by law.

3.6:  If  the Net Rent is paid after the fifth (5th) day  of  the

month,  there shall be a late charge of five percent (5%) of  the

amount due.

                            ARTICLE 4

                        SECURITY DEPOSIT

4.1: Tenant shall provide Landlord with a security deposit in the

amount of $0.00.

                            ARTICLE 5

                             DAMAGES

5.1:  If  the Demised Premises, or any portion thereof, shall  be

damaged during the term by fire or any other casualty, the Tenant

<PAGE> 104

shall repair and/or rebuild the same as promptly as possible.  In

such event the Lease shall not terminate but shall remain in full

force  and effect and there shall be no reduction in rental while

said  Premises  are being repaired, nor for any period  of  delay

caused  or requested by Tenant.  Tenant's obligations to promptly

repair  and/or rebuild shall be subject to any delays from  labor

troubles,  material shortages, insurance claim  negotiations,  or

any  other causes whether similar or dissimilar to the foregoing,

beyond Tenant's control.

                            ARTICLE 6

                            INSURANCE

6.1: Tenant shall keep buildings and improvements on the Premises

insured  against loss or damage by fire, with extended  coverage,

and  such  other  insurance hazards as may be determined  by  the

Landlord, naming Landlord as an additional insured.  Tenant shall

be  solely  responsible for the cost of insurance  as  additional

rent.   Tenant  shall  provide and keep in  force  bodily  injury

liability  insurance  with limits of not less  than  ONE  MILLION

DOLLARS  ($1,000,000.00) with respect to any one person  and  not

less than TWO MILLION DOLLARS ($2,000,000.00) with respect to any

one  occurrence, and property damage liability insurance  with  a

limit   of   not   less  than  FOUR  HUNDRED   THOUSAND   DOLLARS

($400,000.00)  with respect to any one occurrence, said  policies

naming Landlord

as an additional insured.

<PAGE> 104

6.2:  All insurance policies shall be issued in the names of  the

Landlord and Tenant as their interest may appear; and a  copy  of

all  policies or a certificate of insurance showing the  coverage

provided in the policies shall be delivered to the Landlord prior

to  Tenant  taking possession with proof of the premium  payment.

Landlord  shall be immediately notified by all insurance carriers

prior  to  a  termination or cancellation of an insurance  policy

insuring the Premises.

6.3: Landlord and Tenant each release the other from liability or

responsibility (to the other or anyone claiming through or  under

them  by way of subrogation or otherwise) for any loss or  damage

to  property  covered  by  valid  fire  insurance  with  standard

extended  coverage  endorsement,  even  if  such  fire  or  other

casualty shall have been caused by the fault or negligence of the

other party, or anyone for whom such party may be responsible.

                            ARTICLE 7

             REPAIRS AND MAINTENANCE OF THE PROPERTY

7.1:  Throughout the term of this Lease, Tenant, at its sole cost

and expense, will keep the Premises in such condition as they are

at the commencement of this Lease, normal wear and tear excepted,

and  make all nonstructural and structural repairs of every  kind

and  nature necessary to keep and maintain the Premises  in  good

order and state of repair, including, but not limited to all roof

<PAGE> 105

repairs  and HVAC repairs.  All repairs made by Tenant  shall  be

equal  to  or  better than the quality and class of the  original

work.

7.2:  Tenant  shall maintain all portions of the  Premises  in  a

clean and orderly condition.

7.3:  Tenant  assumes  the full and sole responsibility  for  the

condition,   operation,  repair,  replacement,  maintenance   and

management of the Premises.



                            ARTICLE 8

                         INDEMNIFICATION

8.1:  Tenant  agrees that, except for acts or  omissions  of  the

Landlord,  it  will  indemnify,  defend  and  save  the  Landlord

harmless  from  and  against  any and  all  liabilities,  losses,

damages,  costs, expenses, suits, judgments and claims by  anyone

for  injury  or  damage  to  person or property  arising  on  the

Premises  and the building and improvements thereon,  or  arising

from the use, occupation, operation, possession or control of the

Premises  by  the  Tenant.  Tenant further agrees  to  indemnify,

defend  and save the Landlord harmless from any and all liability

arising  from  any  failure  by Tenant  to  perform  any  of  the

agreements,  terms,  covenants or conditions  of  this  Lease  on

Tenant's part to be performed.



<PAGE> 106

8.2:  Landlord  agrees to indemnify, defend and save  the  Tenant

harmless  from  and  against  any and  all  liabilities,  losses,

damages,  costs, expenses, suits, judgments and claims by  anyone

for  injury  or  damage to person or property resulting  directly

from  Landlord's acts or omissions.  Landlord further  agrees  to

indemnify, defend and save the Tenant harmless from any  and  all

liability arising from any failure by Landlord to perform any  of

the  agreements, terms, covenants or conditions of this Lease  on

Landlord's part to be performed.

                            ARTICLE 9

                      DAMAGE OR DESTRUCTION

9.1:  In  case  of damage to the Premises, Tenant shall  promptly

give  notice thereof to the Landlord.  Subject to the  provisions

of the following section, Tenant shall promptly repair any damage

by at least restoring the Premises to their original condition.

9.2: If all or substantially all of the Premises shall be damaged

or  destroyed  by fire or otherwise so as to render the  Premises

uninhabitable,  then Tenant shall have the option of  terminating

this  Lease by written notice to Tenant given within thirty  (30)

days after the destruction or damage.

                           ARTICLE 10

                          CONDEMNATION

10.1:     If the fee of the entire Demised Premises and the  land

underlying the same is condemned or appropriated by any  apparent

<PAGE> 107

competent  authority, then and in that event  the  term  of  this

Lease  shall cease and terminate on the date possession is to  be

given  to the condemning authority unless an earlier date is  set

by  Landlord.  If the fee or a substantial part but less than all

of  the Demised Premises and the land underlying the same  is  so

condemned  or  appropriated and if the remainder of  the  Demised

Premises  can  reasonably  be  used for  substantially  the  same

purposes  and  in substantially the same manner, except  for  the

amount  of  floor space, as the Demised Premises  prior  to  such

condemnation or appropriation, then this Lease shall continue  in

full  force  and  effect  without change,  with  respect  to  the

remaining portion of the Premises, except that the fixed  minimum

rent shall be equitably adjusted.  The foregoing notwithstanding,

the  Landlord  at its option may notify Tenant of its  desire  to

terminate  this Lease, such termination to be effective  on  date

set  by  Landlord.  If this Lease shall so continue, the Landlord

shall,  at  its  own expense, with reasonable promptness,  repair

and/or  rebuild  the remaining portion of the  Demised  Premises,

provided, however, that Landlord shall in no event be required to

expend  for such work an amount in excess of the amount of  money

received  by said Landlord for the taking of the portion  of  the

Demised  Premises condemned.  If the part of the Demised Premises

not  condemned cannot be used for substantially the same purposes

and  in  the same manner, except for the amount of space, as  the

Demised <PAGE> 108

Premises prior to such condemnation, the Landlord and the  Tenant

shall  have the option to terminate this Lease by written  notice

to  the  other within ninety (90) days after the date of  taking.

If any such notice be given, the Lease shall terminate at the end

of  the month in which occurs the thirtieth (30th) day after  the

giving of such notice.

10.2:      In the event of the termination of this Lease  as  the

result of any condemnation or taking as aforesaid, whether  whole

or  partial, the Tenant shall not be entitled to any part of  the

award  for such condemnation and Landlord is to receive the  full

amount  of  such award, the Tenant hereby expressly  waiving  any

right  or  claim  to any part thereof; provided, however,  Tenant

shall  have  the  right to claim and recover from the  condemning

authority,  but not from Landlord, such compensation  as  may  be

separately awarded or recoverable by Tenant in Tenant's own right

on  account of any cost or loss to which Tenant might be  put  in

the  loss  or  removal of Tenant's merchandise, furniture,  trade

fixtures   and   the  unamortized  value  of  such   lease   hold

improvements  and  equipment to which title  has  not  vested  in

Landlord  pursuant  to the terms of this Lease.   Notwithstanding

the  above, Tenant shall be entitled to petition the municipality

for moving expenses, and loss of business use.

10.3:     In the event of any termination of the Lease under this

provision, the rental shall be pro-rated to the date of  vacation

<PAGE> 109

of the Premises.

10.4:       Tenant  agrees  to  promptly  execute  any  and   all

instruments  as may be required to effectuate the  provisions  of

this Section.

                           ARTICLE 11

                    ASSIGNMENTS AND SUBLEASES

11.1:     Tenant may not assign this Lease or sublet the Premises

in  whole  or  in  part  or otherwise transfer  or  encumber  its

leasehold  estate  without  the  prior  written  consent  of  the

Landlord  which  may be withheld for any reason within  the  sole

discretion of Landlord.





                           ARTICLE 12

                             DEFAULT

12.1:       Any  one  or  more  of  the  following  events  shall

constitute a default:

      a.    default by Tenant in the payment of any Net  Rent  or

additional rent or charges payable under this Lease for a  period

of ten (10) days after the date due; or

      b.    default by Tenant in the performance of or compliance

with  any  other covenant, agreement, term or provision  in  this

Lease,  for  a period of ten (10) days after written notice  from

the Landlord to Tenant; or

      c.    filing by or against Tenant of a petition  under  any

Chapter of the Bankruptcy Code; or

<PAGE> 110

     d.   insolvency of Tenant; or

     e.   vacation or abandonment of the Premises by Tenant.

      In  the  event  of  default,  this  Lease  shall  thereupon

terminate.

12.2:      Upon  termination  of  this  Lease  or  at  any   time

thereafter,  Landlord may recover possession of the  Premises  by

self-help,  a summary proceeding, or other lawful means.   Tenant

shall remain liable for the Net Rent and additional rent for  the

balance  of  the  original  term  of  the  Lease.   Landlord  may

accelerate and make immediately due and payable the Net  Rent  by

so  notifying  Tenant  in writing.  If the  Landlord  relets  the

Premises  for any part of the original term, rent collected  from

the  new  tenant shall be credited against Tenant's liability  to

Landlord,  after  deduction  of all  of  Landlord's  expenses  in

connection with the reletting.

12.3:     In the event of default, Tenant shall also pay Landlord

its  reasonable attorneys fees and collection costs in connection

with recovering possession of the Premises and/or any amount  due

under this Lease.

12.4:      Landlord's  remedies for default are  cumulative.   No

delay  or  failure by Landlord to promptly exercise his  remedies

upon default shall constitute a waiver of that default or of  any

future  default.   Acceptance of rent by Landlord  after  default

shall not constitute a waiver or estoppel.

12..5:     In any action or proceeding arising out of an  alleged

<PAGE> 111

default  or out of any other matter relating to this Lease,  both

Landlord  and  Tenant waive a jury trial and agree  to  have  the

action or proceeding determined by the court without a jury.

12.6:     Tenant waives any right of redemption under any present

or future law.

                           ARTICLE 13

               LANDLORD'S RIGHT TO ENTER PREMISES

13.1  Tenant  agrees  to permit the Landlord and  any  authorized

representatives  of  the Landlord to enter the  Premises  at  all

times  during  usual  business hours, or  any  time  in  case  of

emergency,  for  inspection, or to  exhibit  the  Premises  to  a

prospective tenant or purchaser.

                           ARTICLE 14

              SUBORDINATION; ESTOPPEL CERTIFICATES

14.1:      The rights of Tenant under this Lease are subject  and

subordinate  to the lien of any mortgage which now  or  hereafter

may encumber the Premises.

14.2:     Tenant agrees that upon ten (10) days prior request  by

Landlord,  Tenant  will  execute,  acknowledge  and  deliver   to

Landlord  a  statement  in writing stating  that  this  Lease  is

unmodified and in full force and effect (or, if there  have  been

modifications, stating the modifications, and that the  Lease  as

modified is in full force and effect), the dates to which the Net

Rent  and  other charges have been paid and whether Landlord  has

defaulted in the <PAGE> 112

performance of any of its obligations under the Lease.

                           ARTICLE 15

                             NOTICES

15.1:      All written notices, demands and requests required  to

be  given  by this Lease shall be either delivered personally  or

sent by United States mail, postage prepaid, and addressed:

     a. to Tenant:       Hahn Automotive Warehouse, Inc.
                    415 West Main Street
                    Rochester, NY  14608

     b: to Landlord:          Michael Futerman Living Trust
                    415 West Main Street
                    Rochester, NY  14608
                    Attention:  Michael Futerman, Trustee


or  at such other address as the party subsequently designates in

writing.   A  notice,  demand  or request,  which  is  mailed  as

provided  above shall be deemed given on the first  business  day

after mailing.

                           ARTICLE 16

                         QUIET ENJOYMENT

16.1:      The Landlord agrees that Tenant, upon paying  the  Net

Rent,  additional rent and all other charges herein provided  for

and  performing  and  fulfilling the  covenants,  agreements  and

conditions  of  this Lease on Tenant's part to be  performed  and

fulfilled, shall lawfully and quietly hold, occupy and enjoy  the

Premises during the term of this Lease.



<PAGE> 113







                           ARTICLE 17

           ENVIRONMENTAL INDEMNITY AND REPRESENTATION

17.1:      Tenant represents, warrants, and covenants that Tenant

will  not  use  hazardous materials at or affecting  the  Demised

Premises  in  any manner which violates Federal, State  or  local

laws,  ordinances,  rules  or  regulations  governing  the   use,

storage,   treatment,  transportation,  manufacture,  refinement,

handling, production or disposal of hazardous materials.

17.2:      Tenant  covenants  that it shall  keep  or  cause  the

Demised  Premises to be kept free of hazardous materials and  not

cause  or  permit  the Demised Premises to be used  to  generate,

manufacture,  refine, transport, treat, store,  handle,  dispose,

produce or process hazardous materials, except in compliance with

all applicable Federal, State or local laws or regulations.

17.3:      Tenant covenants to ensure compliance by all operators

and  occupants  of  the  Demised  Premises  with  all  applicable

Federal,  State and local laws, ordinances, rules and regulations

and  will ensure that all such operators and occupants obtain and

comply  with  any  and all required approvals,  registrations  or

permits.

17.4:      Tenant  shall  defend,  indemnify  and  hold  harmless

Landlord, its employees, agents, officers and directors from  and

against any <PAGE> 114

claims,  demands,  penalties,  fines,  liabilities,  settlements,

damages,  costs  or expenses of whatever kind  or  nature  known,

contingent or otherwise, arising out of or in any way related  to

hazardous  materials  permitted or suffered  by  Tenant,  at  the

Demised  Premises  or  the  soil, water,  vegetation,  buildings,

personal property, persons, animals or otherwise and any personal

injury (including wrongful death) or property damage arising  out

of or related to the use by Tenant of such hazardous materials.

17.5:      Termination  of  this Lease as a  result  of  Tenant's

default  shall not operate as a discharge of Tenant's engagements

as  to  hazardous materials and Tenant shall deliver the  Demised

Premises to Landlord free of any and all hazardous materials.

17.6:     In the event Tenant does not timely perform any of  the

above  obligations, Landlord may perform said obligations at  the

expense of Tenant and such expense shall be considered additional

rent.

                           ARTICLE 18

                        ENTIRE AGREEMENT

18.1:      This  Lease together with Exhibit A, attached  hereto,

contains the entire agreement between the parties and may not  be

changed except by a subsequent writing signed by the parties.

<PAGE> 115

      IN  WITNESS WHEREOF, the parties hereto have executed  this

Lease as of the day and year first above written.



"LANDLORD"               MICHAEL FUTERMAN LIVING TRUST



                         BY:






"TENANT"                 HAHN AUTOMOTIVE WAREHOUSE, INC.
                         a New York corporation



                         By                  Its Vice President

<PAGE> 116

STATE OF       )
                         )  ss.
COUNTY OF           )

      On  this      day  of       ,  1998              personally
appeared  before me,            the individual who executed  this
instrument, and acknowledged the said instrument to be  the  free
and  voluntary act and deed of the Michael Futerman Living  Trust
for  the  uses and purposes therein mentioned and on oath  stated
that they are authorized to execute said instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year first above written.




                              Notary Public in and for the State
                                  of         ,    residing     at
 .




STATE OF NEW YORK        )
                         )  ss.
COUNTY OF MONROE )

      On  this        day of          , 1998, personally appeared
before  me, Daniel R. McDonald, Esq., to me known to be the  Vice
President  of  HAHN  AUTOMOTIVE  WAREHOUSE,  INC.,  a  New   York
corporation,  the  corporation  that  executed  the  within   and
foregoing instrument, and acknowledged the said instrument to  be
the  free and voluntary act and deed of said corporation for  the
uses  and purposes therein mentioned and on oath stated that they
are authorized to execute said instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year first above written.




                              Notary Public in and for the State
                               of  New  York, residing in  Monroe
County.
<PAGE> 117



                            EXHIBIT A
                                
STORE #
PROPERTY                  LEASE TERM          RENT/MO
RENT/YR

101
415 W MAIN               7/1/98-6/30/08      $10,000.00
$120,000.00
ROCHESTER, NY

HQ
Hahn Office-             7/1/98-6/30/08      $ 7,000.00
84,000.00
Headquarters
ROCHESTER, NY
<PAGE> 118

    Exhibit 10.21

Letter Agreement Lease Amendment, dated October 4, 1993, between
       Eli N. Futerman and Hahn Automotive Warehouse, Inc.
<PAGE> 119
                                                         Exhibit 10.21









October 4, 1993



Mr. Albert J. Van Erp
Vice President - Finance
Hahn Automotive Warehouse, Inc.
415 West Main Street
Rochester, NY  l4608

To Whom It May Concern:

     This amendment concerns the Leases included on Exhibit "A"
which terminate December 14, 1992.  This Lease term has been
extended to the present date with no rent increases.  These
Leases will be extended five years commencing January 1, 1993 and
terminating December 31, 1997.

     During this extended term there will be an increase in rent
as indicated on Exhibit "B".

Sincerely,


s/s Eli N. Futerman
Eli N. Futerman

ENF/rmd

                            AGREEMENT

     My signature below indicates Hahn Automotive Warehouse,
Inc.'s agreement to the above extensions of Lease terms and rent
increases as indicated on Exhibits "A" and "B".

s/s Albert J. Van Erp, V.P.                       10/4//93
Albert J. Van Erp, V.P. - Finance                 Date
<PAGE> 120
                           EXHIBIT "A"

STORE #
PROPERTY            LEASE TERM          RENT/MO   RENT/YR

161
CARTHAGE, NY        12/87 - 12/14/92    $2,550    $30,600

183
ONTARIO, NY         4/1/92 - 3/31/97     3,000     36,000
                                                       (7,031)*

191
ONTARIO, NY         4/1/92 - 3/31/97     3,150     37,800

423
LAGRANGE, NC        12/87 - 12/14/92       500      6,000

424
SANFORD, NC         11/1/91 - 10/31/96     900     10,800

902
NEWPORT NEWS, VA    12/87 - 12/14/92     1,400     16,800

481
RICHMOND, VA        12/87 - 12/14/97     7,000     84,000
                                                       (15,500)*

819
TOLEDO, OH          5/90 - 12/14/95        700      8,400

814
UCI-TOLEDO          /90 - 12/14/2000     1,300     15,600

*Taxes to be paid as additional annual rent.  The Lease requires
Tenant to pay all real property taxes.  Since some buildings have
more than one leasehold, we have listed the amount of all
property taxes tenant shall pay for a particular store, which
shall increase annually in proportion to the increase in real
property taxes.
<PAGE> 121

                           EXHIBIT "B"


STORE #
PROPERTY            LEASE TERM          RENT/MO   RENT/YR

161
CARTHAGE, NY        1/1/93 - 12/31/97   2,675     $32,100

423
LAGRANGE, NC        1/1/93 - 12/31/97     525       6,300

902
NEWPORT NEWS, VA    1/1/93 - 12/31/97   1,500      18,000


<PAGE> 122
      Exhibit 10.22

Letter Agreement Lease Amendment,, dated September 30, 1996, between
       Eli N. Futerman and Hahn Automotive Warehouse, Inc.
<PAGE> 123
                                                         Exhibit 10.22









September 30, 1996



Mr. Albert J. Van Erp
Vice President - Finance
Hahn Automotive Warehouse, Inc.
415 West Main Street
Rochester, NY  l4608

Dear Al:

This amendment concerns the Leases included on Exhibit "A"
(attached) for the property in Sanford, North Carolina, which
terminates October 31, 1996.  It has been extended to November 1,
1996, for five years, terminating on October 31, 2001.

During this extended term there will be increased to $1,100 per
year.

Sincerely,


s/s Eli Futerman
Eli N. Futerman

ENF/pct

                            AGREEMENT

     My signature below indicates Hahn Automotive Warehouse,
Inc.'s agreement to the extensions of the Lease term and rent
increase as indicated above.

s/s Albert J. Van Erp, V.P.                       9/30/96
Albert J. Van Erp, V.P. - Finance                 Date

<PAGE> 124
                           EXHIBIT "A"


STORE #
PROPERTY            LEASE TERM          RENT/MO   RENT/YR

161
CARTHAGE, NY        12/87 - 12/14/92    $2,550    $30,600

183
ONTARIO, NY         4/1/92 - 3/31/97     3,000     36,000
                                                       (7,031)*

191
ONTARIO, NY         4/1/92 - 3/31/97      ,150     37,800

423
LAGRANGE, NC        12/87 - 12/14/92       500      6,000

424
SANFORD, NC         11/1/91 - 10/31/96     900     10,800

902
NEWPORT NEWS, VA    12/87 - 12/14/92     1,400     16,800

481
RICHMOND, VA        12/87 - 12/14/97     7,000     84,000
                                                       (15,500)*

819
TOLEDO, OH          5/90 - 12/14/95        700      8,400

814
UCI-TOLEDO          5/90 - 12/14/2000    1,300     15,600

*Taxes to be paid as additional annual rent.  The Lease requires
Tenant to pay all real property taxes.  Since some buildings have
more than one leasehold, we have listed the amount of all
property taxes tenant shall pay for a particular store, which
shall increase annually in proportion to the increase in real
property taxes.
<PAGE> 125

      Exhibit 10.24

Letter Agreement Lease Amendment dated September 1, 1993, between
       EDR Associates and Hahn Automotive Warehouse, Inc.
<PAGE> 126
                                                         Exhibit 10.24









September 1, 1993



Mr. Albert J. Van Erp
Vice President - Finance
Hahn Automotive Warehouse, Inc.
415 West Main Street
Rochester, NY  l4608

To Whom It May Concern:

     This amendment concerns the Leases included on Exhibit "A"
which terminate October 31, 1993.  They shall each be extended
one year commencing November 1, 1993 and terminating October 31,
1994 at the current rate.

     The Lease terms will then be extended for five years
commencing November 1, 1994 and terminating October 31, 1999 with
a five percent rent increase as indicated on Exhibit "B".

Sincerely,


s/s Eli N. Futerman
Eli N. Futerman
Associate

ENF/rmd

                            AGREEMENT

     My signature below indicates Hahn Automotive Warehouse,
Inc.'s agreement to the above extensions of Lease terms and rent
increases as indicated on Exhibits "A" and "B".

s/s Albert J. Van Erp, V.P.                       9/1/93
Albert J. Van Erp, V.P. - Finance                 Date
<PAGE> 127
                           EXHIBIT "A"
                                
                         EDR ASSOCIATES
                 a New York General Partnership


STORE #
PROPERTY            LEASE TERM          RENT/MO   RENT/YR

167
PORT BYRON, NY      8/90 - 12/14/95     $ 1,250   $ 15,000

168
AUBURN, NY          8/90 - 12/14/95       1,250     15,000

OHIO STORES
814
A+ BATTERY          11/88 - 10/31/98      1,000     12,000
32 FRANKLIN
DAYTON, OH

861
HUBER HEIGHTS, OH   11/88 - 10/31/93      2,800     33,600

862
FAIRBORN, OH        11/88 - 10/31/93      2,400     28,800

863
MIAMISBURG, OH      11/88 - 10/31/93      2,000     24,000

864
401 S. MAIN ST.     11/88 - 10/31/93      4,800     57,600
DAYTON, OH

865
CENTERVILLE, OH     11/88 - 10/31/93      2,800     33,600

866
3744 SALEM AVENUE   11/88 - 10/31/93      2,300     27,600
DAYTON, OH

867
1840 W THIRD ST     11/88 - 10/31/93      1,800     21,600
DAYTON, OH

868
829 SHROYER ROAD    11/88 - 10/31/93      2,300     27,600
DAYTON, OH

<PAGE> 128

869
1933 E THIRD ST.    11/88 - 10/31/93      2,000     24,000
DAYTON, OH

870
1252 KEOWEE ST.     11/88 - 10/31/93      2,000     24,000
DAYTON, OH

617/653
INDIANAPOLIS, IN    10/91 - 11/30/96      6,600     79,200
                                                     (25,436)*

*Taxes to be paid as additional annual rent.  The Lease requires
Tenant to pay all real property taxes.  Since some buildings have
more than one leasehold, we have listed the amount of real
property taxes tenant shall pay for a particular store, which
shall increase annually in proportion to the increase in real
property taxes.
<PAGE> 129

                                
                          EXHIBIT "B "
                                
                         EDR ASSOCIATES
                 a New York General Partnership


STORE #
PROPERTY            LEASE TERM          RENT/MO   RENT/YR

861
HUBER HEIGHTS, OH   11/1/94 - 10/31/99    2,940    35,280

862
FAIRBORN, OH        11/1/94 - 10/31/99    2,520    30,240

863
MIAMISBURG, OH      11/1/94 - 10/31/99    2,100    25,200

864
401 S. MAIN ST.     11/1/94 - 10/31/99    5,040    60,480
DAYTON, OH

865
CENTERVILLE, OH     11/1/94 - 10/31/99    2,940    35,280

866
3744 SALEM AVENUE   11/1/94 - 10/31/99    2,415    28,980
DAYTON, OH

867
1840 W THIRD ST     11/1/94 - 10/31/99    1,890    22,680
DAYTON, OH

868
829 SHROYER ROAD    11/1/94 - 10/31/99    2,415    28,980
DAYTON, OH

869
1933 E THIRD ST.    11/1/94 - 10/31/99    2,100    25,200
DAYTON, OH

870
1252 KEOWEE ST.     11/1/94 - 10/31/99    2,100    25,200
DAYTON, OH
<PAGE> 130

     Exhibit 21

                      List of Subsidiaries
<PAGE> 131
     
                                                                      
                                                            Exhibit 21




                        List of Subsidiaries


            Autoworks, Inc. D.I.P.  - Michigan

             HFV, Inc. - Delaware
<PAGE> 132
                    Exhibit 23

           Consent of PricewaterhouseCoopers LLP with
          respect to Financial Statements and Financial
               Statement Schedules (filed herewith)
<PAGE> 133
                                                       Exhibit 23
                                                                 





               Consent of Independent Accountants



We  consent to the incorporation by reference in the Registration
Statements of Hahn Automotive Warehouse, Inc. on Form  S-8  (File
Nos.  33-81854  and  33-64100) of our report dated  November  30,
1998, on our audits of the consolidated financial statements  and
financial  statement schedule of Hahn Automotive Warehouse,  Inc.
as  of  September  30, 1998 and 1997 and for each  of  the  three
fiscal  years  in  the  period ended September  30,  1998,  which
reports are included in this Annual Report on Form 10-K.


                                   PricewaterhouseCoopers LLP


Rochester, New York
December 21, 1998

<PAGE> 134

     Exhibit 24



                       Powers of Attorney
                                
<PAGE> 135

                                                       Exhibit 24

                       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,
     1998, 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 21, 1998
     
     
     
     
                         By:  s//Michael Futerman
                              Michael Futerman, Director
     <PAGE> 136
                                

                       POWER OF ATTORNEY


     The  undersigned officer 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,
     1998, 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 21, 1998
     
     
     
     
                         By: s//Peter J. Adamski
                              Peter J. Adamski
                              Vice President - Finance
                              and Chief Financial Officer
<PAGE> 137

                       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,
     1998, 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 21, 1998
     
     
     
     
                         By: s//Daniel J. Chessin
                              Daniel J. Chessin, Director
     <PAGE> 138

                       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,
     1998, 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 21, 1998
     
     
     
     
                         By:  s//Ira D. Jevotovsky
                              Ira D. Jevotovsky, Director
     
     <PAGE> 139

                       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,
     1998, 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 21, 1998
     
     
     
     
                         By:  s//Stephen B. Ashley
                              Stephen B. Ashley, Director
     <PAGE> 140

                       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,
     1998, 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 21, 1998
     
     
     
     
                         By:  s//William A. Buckingham
                              William A. Buckingham,
     Director
     <PAGE> 141

                       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,
     1998, 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 21, 1998
     
     
     
     
                         By:  s//Robert I. Israel
                              Robert I. Israel, Director
     <PAGE> 142

                       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,
     1998, 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 21, 1998
     
     
     
     
                         By:  s//E. Philip Saunders
                              E. Philip Saunders, Director
<PAGE> 143
                                                       Exhibit 27
                                
                     Selected Financial Data
                                
                           EXHIBIT 27