UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K
                 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 1996 Commission File 
Number 1-10091
             
HUNTWAY PARTNERS, L.P.
(Exact Name of Registrant as Specified in its Charter)

	Delaware	36-3601653
	(State or Other Jurisdiction of 	(I.R.S. Employer
	Incorporation or Organization)	Identification No.)

	25129 The Old Road, #322                        
	Newhall, California  	91381 	
	(Address of Principal Executive Offices)	(Zip Code)

Registrants Telephone Number Including Area Code:  (805) 286-1582
                  
Securities Registered Pursuant to Section 12(b) of the Act:

 		Name of Each Exchange
	Title of Each Class	on Which Registered

	Common Units	New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(b) 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       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 considered, to the best of registrants knowledge, 
in definitive proxy or information statements incorporated by 
reference in Part III of the Form 10-K or any amendment to this 
Form 10-K. [   ]

At March 4, 1997, the aggregate market value of the Partnership 
Units held by non-affiliates of the registrant was approximately 
$30,156,000 based upon the closing price of its units on the New 
York Stock Exchange Composite tape.  At March 4, 1997, there were 
25,342,654 Units outstanding.
                  
DOCUMENTS INCORPORATED BY REFERENCE

	Document 	Form 10-K Part

Specified portions of Registrants
Registration Statement on Form S-1 as amended by
Amendment No. 3, filed November 9, 1988	Part II


PART I


Item 1.  Business of the Partnership

INTRODUCTION

Huntway Partners, L.P., a Delaware limited partnership (the 
"Partnership"), owns three crude oil refineries located in 
California and Arizona.  The Partnership is currently operating 
the two California refineries while the Arizona refinery has been 
shutdown since August 1993 due to adverse market conditions.

The managing general partner of the Partnership is Huntway 
Managing Partner, L.P. (the "Managing General Partner"), a 
Delaware limited partnership. See "Cash Distribution Policy" and 
"Management".  The Managing General Partner and Huntway Holdings, 
L.P. ("Huntway Holdings"), the special general partner of the 
Partnership (the "Special General Partner"), are collectively 
referred to herein as the "General Partners".  The General 
Partners are under common ownership.

In 1996 the Partnership completed a debt restructuring with its 
existing senior and junior lenders.  As a result of the 
restructuring, debt and accrued interest declined $71,748,000 to 
$27,924,000 from $99,672,000 as measured at November 30, 1996.  
In exchange for this reduction in debt and accrued interest, 
13,786,404 units were issued to the Partnerships senior and 
junior lenders raising total units outstanding to 25,342,654 
units.

The principal executive offices of the Partnership and General 
Partners are located at 25129 The Old Road, Suite 322, Newhall, 
California 91381 and their telephone number is (805) 286-1582. 

General:

The three refineries owned by Huntway are located in Wilmington, 
California, near Los Angeles Harbor, in Benicia, California, near 
San Francisco Bay and in Coolidge, Arizona, which is midway 
between Phoenix and Tucson.  The Wilmington, Benicia and Coolidge 
refineries have refining capacities of 6,000 barrels per day 
("bpd"), 9,000 bpd and 8,500 bpd, respectively.

The two California refineries produce liquid asphalt products and 
light-end products such as gas oil, diesel fuel, naphtha and 
kerosene distillate, from crude oil obtained from onshore and 
offshore California production sources.  The Arizona refinery, 
which was shut down in August 1993, also produced jet fuel and 
diesel fuel.  The California refineries supply liquid asphalt to 
hot mix asphalt producers, material supply companies, contractors 
and government agencies principally for use in road paving in 
California, and to a lesser extent Nevada, Arizona, Utah, Oregon 
and Mexico.  The Arizona refinery is owned by a subsidiary of the 
Partnership, Sunbelt Refining Company, L.P. ("Sunbelt").  The 
refining business conducted by the Partnership, its subsidiary 
and its predecessors since 1979 is referred to herein as 
"Huntway".

Most competing refineries typically produce liquid asphalt as a 
residual by-product from the refining of higher cost and higher 
quality, light crude oil into products such as gasoline.  In 
contrast, Huntways California refineries were designed 
specifically for the production of liquid asphalt from lower 
cost, lower quality, heavy crude oil produced in California.

Products and Markets:

Market Area

Huntway markets liquid asphalt primarily in California and, to a 
lesser extent, in Nevada, Arizona, Utah and Oregon.  The market 
area served by the Wilmington refinery includes the southern 
portion of California from Bakersfield to San Diego, into Baja, 
California in Mexico, and east into southern Nevada and Arizona 
(the "Southern Market").  The market area covered by the Benicia 
refinery includes most of northern California from Monterey and 
Modesto north to southern Oregon and east to northern Nevada and 
Utah (the "Northern Market").  The Arizona refinery market area 
is no longer serviced through its Sunbelt refinery, as the 
refinery was shut down in August 1993.

Liquid Asphalt

Liquid asphalt is one of Huntways two principal products and 
accounted for approximately 48% of its revenues in 1996 and 54% 
of its revenues in 1995.  As discussed below under Light-end 
Products, the prices for Huntways other principal product, 
light-ends rose in price in 1996 as these products are tied to 
finished gasoline and diesel prices in California which increased 
in price in 1996.  The principal uses of liquid asphalt are in 
road paving and, to a lesser extent, in the manufacture of 
roofing products.  About 89% of Huntways liquid asphalt sales 
consist of paving grade liquid asphalt.  The remaining 11% of 
Huntways liquid asphalt is sold for use in the production of 
roofing products such as tar paper and roofing shingles, as a 
component of fuel oil sales and other specialty products. 
 
Paving grade liquid asphalt is sold by Huntway to hot mix asphalt 
producers, material supply companies, contractors and government 
agencies.  These customers, in turn, mix liquid asphalt with sand 
and gravel to produce "hot mix asphalt" which is used for road 
paving.  In addition to conventional paving grade asphalt, 
Huntway also produces modified and cutback asphalt products.  
Modified asphalt blends recycled plastic and polymer materials 
with liquid asphalt to produce a more durable product that can 
withstand greater changes in temperature while cutback asphalt is 
a blend of liquid asphalt and lighter petroleum products that is 
used primarily to repair asphalt road surfaces.

Demand for liquid asphalt is generally lowest in the first 
quarter of the calendar year, slightly higher in the second and 
fourth quarters and significantly higher in the third calendar 
quarter.  In particular, liquid asphalt sales in the Northern 
Market are somewhat more seasonal than sales in the Southern 
Market (including Arizona) due to the rain and cold weather 
usually experienced in the Northern Market during the winter 
months, which affects road paving activities.

Light-End Products

In addition to liquid asphalt, Huntways two California refineries 
produce certain light-end products.  These products, as described 
below, constitute approximately one-half of total production (as 
measured by barrels produced), with liquid asphalt comprising the 
other half.  Huntways light-end product revenues are tied to the 
prices of finished gasoline and diesel fuel in California, which 
increased in 1996. Finished gasoline and diesel prices increased 
in 1996 as California required all finished gasoline and diesel 
products meet new, stricter environmental standards.  This 
restricted the volume of gasoline and diesel products made in 
other areas of the country from being sold in California, thereby 
reducing available supply and correspondingly raising prices.  
Additionally, California transportation fuel refineries had 
signficiant, unscheduled down time in 1996. Liquid asphalt 
customers primarily take delivery via trucks, which enter the 
refineries, light-end customers primarily take delivery of the 
product via pipelines or barges.

Gas Oil

Gas oil accounted for about 29% of Huntways revenues during 1996 
and 27% during 1995.  This product is used either as a blending 
stock to make marine diesel fuel or bunker fuel or by other 
refiners as a feedstock for the production of gasoline and other 
light petroleum products. 

Kerosene Distillate and Naphtha

Kerosene distillate is primarily sold to customers to be used as 
a refinery feedstock or diesel blendstock.

Huntway also produces a gasoline range naphtha which is sold to 
other refiners for further processing to finished gasoline 
products.  Sales of kerosene distillate and naphtha accounted for 
approximately 23% and 18% of revenues in 1996 and 1995, 
respectively.

Bunker Fuel Blend Stock

This product is blended with lower viscosity blend stock to make 
finished marine fuels used as a fuel by ocean going ships and 
barges and is sold primarily to ship bunkering companies. Huntway 
did not sell bunker fuel in 1994 but sold a record amount in 1995 
due to extensive rain in the first half of the year, accounting 
for 4% of revenues. Wet weather curtailed asphalt sales more than 
usual in early 1995 and, accordingly, Huntway sold more bunker 
fuel. Bunker fuel sales accounted for less than 1% of revenues in 
1996.
	
Major Customers

One customer accounted for 15% of revenues in 1996 and 17% of 
revenues in 1995.  In the event that one or more customers 
significantly reduces the level of their purchases from Huntway, 
Huntways management believes that it could find alternative 
purchasers for the affected output and that such reduction would 
not have a long-term material adverse effect upon the results of 
Huntways operations.

Factors Affecting Demand for Liquid Asphalt

General

Demand for liquid paving asphalt products is primarily affected 
by federal, state and local highway spending, as well as the 
general state of the California economy, which drives commercial 
construction.  Another factor is weather, as asphalt paving 
projects are usually shutdown in cold, wet weather conditions.  
All of these demand factors are beyond the control of the 
Partnership. Government highway spending provides a source of 
demand which is relatively unaffected by normal business cycles 
but is dependent upon appropriations. During 1996, approximately 
80% of liquid asphalt sales were ultimately funded by the public 
sector. 

On March 26, 1996, the California electorate approved the $2.0 
billion Seismic Retrofit Proposition.  Passage of Proposition 
will result in a net increase in, construction of new and repair 
of existing asphalt road projects in the state over that which 
would have occurred in Proposition 192 had not been approved as 
the Proposition raises $2 billion of new money to be used to 
seismic retrofit Californias bridges, highways and overpasses.

Results in 1994 and, to some extent, 1995 results were adversely 
impacted by the January 17, 1994 earthquake which diverted 
substantial public funds designated for road transportation to 
freeway and bridge repair.  This repair effort primarily utilized 
concrete and steel, and thereby depressed 1994 and 1995 public 
funding of conventional asphalt paving.   


Historically, approximately 70% of Huntways liquid asphalt sales 
have been made to purchasers whose business is directly tied to 
these various governmental expenditures.  Over the long term the 
demand for liquid asphalt will also tend to be influenced by 
changes in population, the level of commercial construction, and 
housing activity.

The California economy improved in 1996 fueled by growth in 
foreign trade as well as growth in high technology and tourism 
and entertainment. This growth in business activity resulted in 
increases in road construction and repair activity in both the 
private and public sector.  Further expansion is being forecast 
for California in 1997 and 1998 as growth rates as measured by 
growth in jobs, personal income, consumer spending and 
construction are expected to exceed the national averages.  This 
growth in the California economy generally bodes well for the 
Partnership as increased business activity generally results in 
increased construction activity including increased new road 
construction and increased repair efforts on existing roads in 
both the public and private sectors.  In 1995, however, public 
sector work was delayed in the first half of the year due to the 
heavy rainfall while, in 1994, and to some extent in 1995, public 
funding was diverted to freeway and bridge repair resulting from 
the January 1994 earthquake.  Private asphalt demand rebounded 
slightly in 1996 due to the beginning improvement in the 
California economy.

Government Funding

General.  With the closure of the Sunbelt refinery in 1993, 
Huntways two remaining refineries are in California, therefore 
the following discussion focuses on government highway funds 
available in California.

Federal Funding.  Federal funding of highway projects is 
accomplished through the Federal Aid Highway Program.  The 
Federal Aid Highway Program is a federally assisted, state 
administered program that distributes federal funds to the states 
to construct and improve urban and rural highway systems.  The 
program is administered by the Federal Highway Administration 
("FHWA"), an agency of the Department of Transportation.  
Substantially all federal highway funds are derived from gasoline 
user taxes assessed at the pump.

State and Local Funding.  In addition to federal funding for 
highway projects, states individually fund transportation 
improvements with the proceeds of a variety of gasoline and other 
taxes.  In California, the California Department of 
Transportation ("CALTRANS") administers state expenditures for 
highway projects.

In June, 1990 voters in the state of California passed a measure 
which increased state gasoline taxes from 9 cents per gallon to 
14 cents per gallon effective August 1, 1990, and by an 
additional 1 cent per gallon on each January 1 thereafter through 
1994.  The additional revenues available to the state are now 
estimated to be about $14 billion over the decade.  However, in 
June 1994, voters in the State of California rejected a measure 
that would have provided an additional $2.0 billion to pay for 
damage to freeways and bridges resulting from the January 17, 
1994 earthquake.  Accordingly, State funding for earthquake 
repair projects was achieved by utilizing funds from the existing 
California transportation budget.

However, on March 26, 1996, the California electorate approved 
Proposition 192, the Seismic Retrofit Bond Act of 1996.  This 
bond measure raised $2 billion to finance a seismic retrofit 
program for state bridges, highway overpasses and interchanges 
and will have the indirect effect of increasing expenditures for 
conventional road repair and construction over that which would 
have been spent had Proposition 192 not been approved.
                            
Local governmental units (such as cities, counties and townships) 
provide additional funding for road and highway projects through 
various taxes and bond issues.

However, it should be noted that these past increases in 
governmental funding and expenditures to date have not been 
sufficient to entirely offset the decline in private sector 
demand as previously outlined.

Crude Oil Supply

Huntways California refineries require approximately 15,000 bpd 
of crude oil when operating at their full capacities.  Total 
refinery crude oil processing capacity in California is 
approximately 1.9 million bpd according to the 1996 Refining 
Survey published by the Oil & Gas Journal.  Refinery capacity for 
the Western United States, including Hawaii (PADD5), is 2.9 
million bpd.  These refineries generally run an average of 90% of 
their capacity.  California refineries are supplied primarily by 
onshore and offshore California production and by crude oil 
transported from Alaska with some imports from South America, 
Mexico, the Far East and Persian Gulf.  Current production of 
crude oil in California and Alaska alone totals approximately 2.5 
million bpd.  Legislation was passed to allow for the export of 
Alaskan North Slope Crude oil.  Management does not believe that 
this will significantly affect Huntways ability to obtain crude 
oil nor will it have a material effect on Huntways cost of crude 
oil.

Huntways California refineries are located near substantial crude 
oil reserves.  A significant portion of this crude oil is heavy, 
high sulfur crude oil, which is well-suited for liquid asphalt 
production due to the higher percentage yield of liquid asphalt 
per barrel.

The Arizona refinery is located adjacent to the All-American 
Pipeline, a common carrier pipeline which transports crude oil 
from California to Texas. 

Huntway coordinates its purchases of crude oil to meet the supply 
needs of all of its existing refineries.  Huntway purchases a 
substantial portion of its crude oil requirements under contracts 
with a variety of crude oil producers for terms typically varying 
from 30 days to 90 days.   In addition, Huntway supplements its 
contract purchases with purchases of crude oil on the "spot" 
market.

Competition

The markets for refined petroleum products are highly competitive 
and pricing is a primary competitive factor.  With respect to 
liquid asphalt, Huntways management believes that Huntways 
reputation for consistently high product quality, its ability to 
provide high levels of service and its long-standing 
relationships with its major customers are important to its 
continued success.

Huntways five-state market area is served by numerous refineries, 
including refineries operated by major integrated oil companies 
and by other independent refiners.  All of Huntways primary 
competitors are located in California and many have larger 
refining capacity and greater financial resources than does 
Huntway.  In 1996, Huntways management believes that Shell Oil 
Company accounted for a majority of the volume of liquid asphalt 
sales in the Northern Market and that Huntway accounted for 20% 
to 25% of liquid asphalt sales in this market area.  The 
remaining 10% to 20% estimated market share is apportioned 
amongst several other competitors located outside of the Northern 
California area.  Chevron ceased producing asphalt in Northern 
California effective January 1, 1994.  Huntways management 
believes that Paramount Petroleum Company accounts for 
approximately 50% of the liquid asphalt sales in the Southern 
market and that Huntway and two other competing refineries 
account for the majority of the remainder of liquid asphalt 
sales.

Employees

Huntway currently has 71 full-time and 10 part-time employees.  
None of Huntways employees is represented by a union, and 
management believes that labor relations have been excellent.

Environmental Matters

Huntways refinery activities involve the transportation, storage, 
handling and processing of crude oil and petroleum products which 
contain substances regulated under various federal and state 
environmental laws and regulations. Huntway is also subject to 
federal, state and local laws and regulations relating to air 
emissions and disposal of wastewater and hazardous waste, as well 
as other environmental laws and regulations, including those 
governing the handling, treatment, release and cleanup of 
hazardous materials and wastes.

Huntway has from time to time expended significant resources, 
both financial and management, to comply with environmental 
regulations and permitting requirements and anticipates that it 
will continue to be required to expend financial and management 
resources for this purpose in the future.  Stringent new 
environmental regulations have been adopted recently which will 
require most refiners in Huntways market area to expend 
substantial sums in order to comply. However, these regulations 
principally impact refiners which produce motor vehicle fuels 
which Huntway does not produce.  Compliance with such regulations 
and requirements has not had a material adverse effect on the 
assets, financial position or results of operations of Huntway.  
Huntways environmentally-related remediation expenditures in 1996 
totaled approximately $150,000 and primarily related to 
expenditures made to remove 20 drums improperly buried at the 
Wilmington refinery site prior to its construction.  Of the 
$150,000 expenditure, approximately $80,000 was recovered from 
the former owners and operators of the site, as well as entities 
involved in the construction of the refinery. Management does not 
believe, based upon information presently known, that any 
additional costs will be incurred.  Environmentally-related 
remediation expenditures totaled $65,000 in 1995 and $60,000 in 
1994.  Such related remediation expenditures in 1994 and 1995 
were less than anticipated due to permitting delays resulting 
from regulatory agencies.  In 1997, the Partnership anticipates 
that it will spend $30,000 on environmentally-related remediation 
expenditures.  


Item 2.  Properties of the Partnership 

Wilmington Refinery

The Wilmington refinery and its related facilities are located on 
a seven-acre site under a lease expiring on December 31, 2003.  
This ground lease covers three contiguous parcels: (a) land owned 
by and leased directly from Industrial Asphalt on which Huntways 
tank farm is located; (b) land owned by the Southern Pacific 
Railroad leased to Industrial Asphalt for a term ending June 1, 
2032 on which the processing facility is located; and (c) two 
strip parcels bordering the facility owned by Southern Pacific 
and leased to Industrial Asphalt under a lease cancelable upon 30 
days notice which are used for access to the refinery.  In 
addition, the ground lease grants Huntway a non-exclusive license 
in Industrial Asphalts rights of access to the properties under 
an agreement with Southern Pacific.  The Partnership has the 
right to (i) purchase from Industrial Asphalt an undivided 
interest in the land under the tank farm at fair market value and 
(ii) assume the two Southern Pacific leases from Industrial 
Asphalt.  Wilmington has 108,000 barrels of crude oil storage on 
site.  Huntway also owns refined product tankage for storage of 
liquid asphalt and other refined products which Huntways 
management believes is adequate for its needs.

Benicia Refinery

The Benicia refinery is located adjacent to the Carquinez Strait, 
near the San Francisco Bay.  The refinery and related facilities 
are located on nineteen acres of land owned by Huntway.  Crude 
oil tankage at Benicia totals 216,000 barrels, while refined 
product tankage for storage of liquid asphalt and light oils 
totals 326,000 barrels.  To enhance Benicias ability to receive 
crude oil by water and to ship finished products by ship and 
barge, in 1984 Huntway leased dock and loading facilities for a 
term expiring February 2031.  The dock facilities are connected 
to the refinery by two two-mile pipelines.  

Huntway has seen an increase in the demand for performance-based 
asphalt products in recent years by both the public and private 
sectors.  This increased demand for better performing, more 
durable paving, roofing and other specialty products has caused 
the Partnership to expand its production capabilities in this 
area.

Accordingly, in 1996, Huntway expended approximately $2,000,000 
to expand its modified plant to allow the Partnership to utilize 
recycled modifiers, which previously were not being efficiently 
processed with existing equipment.  Huntway believes this 
facilitys larger production and storage capacity will improve the 
economics of production and produce a more consistent product for 
the Partnerships customers.

Arizona Refinery

The Arizona refinery and its related facilities are located on a 
thirty-seven acre parcel leased from the City of Mesa under a 
lease expiring on April 12, 2008 (with options to renew for up to 
an additional twenty years until 2028). The Arizona refinery has 
100,000 barrels of crude oil storage capacity, and 195,000 
barrels of storage capacity for liquid asphalt and other refined 
products.  The Arizona refinery was closed in 1993.


Item 3.  Legal Proceedings

In 1992, the Partnership and its subsidiary, Sunbelt Refining 
Company, L.P., were charged by the State of Arizona with 
violations of certain environmental regulations and provisions of 
the Arizona refinerys installation permit.  Sunbelt acknowledged 
that it had certain environmental compliance problems in the 
past, but believed that none of these resulted in any harm to 
public health or to the environment.  While Huntway and Sunbelt 
have consistently denied that any criminal activity occurred, the 
parties agreed on December 21, 1993 to settle both the States 
civil and criminal charges.  As part of the settlement, Sunbelt 
agreed to pay a penalty of $700,000 over a period of seven years 
without interest and to undertake certain environmental 
improvements at the Arizona refinery.  Huntway has made payments 
against this obligation of $350,000, with the next payment of 
$100,000 due January 7, 1998.  The settlement, which consists of 
a civil consent judgment and a plea agreement, has been reviewed 
and approved by the court, the U.S. Attorneys Office and the U.S. 
Environmental Protection Agency.  Under the terms of the 
settlement, Huntway is released from any further liability for 
the alleged violations and considers the matter closed.  Huntway 
has instituted new programs and procedures to ensure that it is 
operating in compliance with all environmental laws and 
regulations.

The Partnership is party to a number of additional lawsuits and 
other proceedings arising out of the ordinary course of its 
business.  While the results of such lawsuits and proceedings 
cannot be predicted with certainty, management does not expect 
that the ultimate liability, if any, will have a material adverse 
effect on the consolidated financial position or results of 
operations of the Partnership. 
	

Item 4.  Submission of Matters to a Vote of Unitholders

In October 1996, the Partnership submitted a prepackaged plan of 
reorganization to a vote of its unitholders.  Approval for a 
consensual restructuring with substantially similar terms as the 
prepackaged plans and adoption of the Huntway Incentive Option 
Plan was also submitted at the same time.  The vote was taken by 
mail and no meeting of unitholders was held.  The results of the 
vote was as follows:
<TABLE>
<CAPTION>
                                        		        Votes to
                                      	Votes to	  Withhold    	Votes
                                      	Consent   	Consent     	Abstained
<S>                                    <C>        <C>          <C>
Acceptance of Huntways Prepackaged     9,618,022  110,500     	22,900 
   Plan of Reorganization Pursuant 
   to Chapter 11 of the Bankruptcy Code

Approval of the Issuance of Common 
Units                                 	9,302,432	  99,602    	26,280
   Upon Consummation of an Out-of-Court
   Restructuring on Terms Substantially
   Similar to the Consensual Restructuring 
   Agreement

Adoption of the Huntway Incentive
 Option                               	8,910,837 	456,072   	61,405
   Plan
</TABLE>


PART II

Item 5.  Market for Registrants Units
and Related Unitholder Matters

Market

As of March 25, 1997 there were approximately 2,000 holders of 
record of Huntway Partners, L.P. Units.  The Units are traded on 
the New York Stock Exchange under the ticker symbol "HWY".  The 
following table indicates the high and low sale prices of the 
Huntway Partners, L.P. Preference Units as reported by the 
Composite Transactions listing in the Wall Street Journal for the 
periods indicated:
<TABLE>
<CAPTION>
Year Ended                           								         Distribution	
1996	             	High	      	Low	      	Close	     	Paid	
<S>                <C>         <C>        <C>         <C>									
1st Quarter		      1/2	     	  5/16	     	13/32     		--	
2nd Quarter     		 7/8	      	 13/32	   	 3/4       		--	
3rd Quarter     		 7/8	     	  5/8     		 11/16     		--	
4th Quarter	     	 13/16	   	  9/16	    	 13/16	     	--	

Year Ended			                                    					Distribution	
1995             		High      		Low	      	Close     		Paid	
									
1st Quarter      		1	        	 1/2     		 5/8      		 --	
2nd Quarter	      	1 1/8     	 5/8     		 5/8      		 --	
3rd Quarter	     	 7/8	      	 1/2     		 1/2      		 --	
4th Quarter		      3/4      		 3/8	      	7/16     		 --	
</TABLE>
		
 
Cash Distribution Policy

No cash distributions were paid to holders of Preference Units or 
Common Units during 1996.

Cash distributions to holders of Preference Units were suspended 
effective November, 1990 due to Huntways operating and working 
capital needs, coupled with its bank principal and capital 
expenditure requirements.

Under the Partnerships restructuring agreement with its principal 
lenders, cash distributions to unitholders are prohibited until 
the payment in full on all obligations to its senior lenders.

"Cash Distribution Policy" is incorporated by reference herein to 
pages 17 through 20 of the Partnerships Registration Statement on 
Form S-1 dated November 9, 1988,  Registration No. 33-24445.


Item 6.  Selected Financial Data 

(In thousands except per unit and per barrel data)

The following historical selected financial data as of and for 
each of the years in the five-year period ended December 31, 
1996, are derived from the financial statements of Huntway 
Partners, L.P., which have been  audited by Deloitte & Touche 
LLP, independent auditors, which financial statements and reports 
thereon (except for 1992 and 1993 and as to the balance sheet, 
1994) are included elsewhere herein.   All of the selected 
information should be read in conjunction with the financial 
statements and notes thereto.
<TABLE>
		Huntway  Partners, L.P. Historical						
<CAPTION>		
                		Year Ended								 
                		December 31,								
                		1992	     	1993           		1994     		1995     		1996
<S>               <C>        <C>              <C>        <C>        <C>                  
OPERATING DATA		
Revenues		        $105,463 	 $102,678      		 $79,139 		 $83,069 		 $99,021 
Materials,  Processing,									
Selling and Administrative								
Costs and Expenses 106,577   		94,249(d)      	74,803    	80,462 		 91,980 
Interest Expense	  	 8,632    		7,280         		4,984 	   	5,177  		 4,916 
Plant Closure and 
Write Down	          	  --   		16,013(c)          	--    		9,492(f) 	   - 
Depreciation and										
Amortization	      	 4,567   		 3,806(e) 	      2,356   		 2,399 		 2,219 
Net Income (Loss) 
From Operations		 $(14,313)  $(18,670)(cde	   $(3,004)  $(14,461)	 	 $(94)
Extraordinary Gain
 on Refinancing	      	 --      		 --           		 --      		 -- 		58,668 
Related Costs of 
Refinancing          		 --      		 --           		 --      		 -- 		 2,180 
Net Income (Loss) $(14,313)  $(18,670)		      $(3,004)  $(14,461) $56,394 	
Net Income (Loss) 
Per Unit From										
Operations (a)	   	 $(1.24) 		 $(1.60)	      	 $(0.26)		  $(1.24)  $(0.01)	
											
Net Income (Loss) 
Per Unit (a)	     	 $(1.24) 		 $(1.60)	      	 $(0.26)	 	 $(1.24)		 $4.36 	
											
Barrels Sold       	 5,825    		5,466         		4,584    		4,400 		 4,566 	
Revenues Per Barrel $18.11 	 	 $18.78       		 $17.26  		 $18.88 	 $21.69 	
											
BALANCE SHEET DATA										
	
Working Capital		 $(83,482)(b) $2,289(b)       $2,725(b)$(91,437)(b)$5,798(g)
Total Assets     		107,232	(b)	90,745(b)      	85,796(b) 	74,393(b) 75,891 	
Long-term Obligations		742   		89,570        		91,312      		350 		 28,174(g)
Partners' Capital/
(Deficiency)       		5,621(b) (13,049)(bcde)  (16,053)(b)(30,514)(b)39,041(g)
</TABLE>
											

a) Assumes that 11,556,250 units were outstanding in 1991 through 
1995 and an average 12,915,000 units were outstanding in 1996. 
The allocation to the general partners of their interest in net 
income (loss) has been deducted before computing net income 
(loss) per unit.
b)	After the cumulative LIFO reserve of $641, $1,220, $36, 
$1,203 and $1,170 in 1991, 1992, 1993, 1994 and 1995,  
respectively - see Note 2. 
c)	Non-recurring charges recorded in June 1993 relating to the 
Sunbelt refinery which was shut down in August 1993.
d)	Includes $2,078 of non-recurring charges relating to 
professional fees incurred relating to the restructuring of 
indebtedness completed in 1993.
e)	Includes $778 of non-recurring charges relating to 
amortization of loan acquisition costs.
f)	Write down of Sunbelt refinery assets to reflect expected 
operation as a crude or product terminal in the future rather 
than as a petroleum refinery.
g)	Reflects impact of 1996 debt restructuring decreasing debt 
and accrued interest by $71,748 as measured at November 30, 
1996.


Item 7.   Managements Discussion and Analysis of Results of 
Operations and Financial Condition

Throughout the following discussion, the business operated by 
Huntway Partners, L.P. is referred to as "Huntway".

The following should be read in conjunction with the foregoing 
"Selected Financial Data" and the historical financial statements 
and notes included elsewhere in this report.

This Form 10-K includes statements of a forward-looking nature 
relating to future events or the future financial performance of 
the Company.  The Companys actual results may differ materially 
from the results discussed in these forward-looking statements.

RESULTS OF OPERATIONS

Huntway is principally engaged in the processing and sale of 
liquid asphalt products, as well as the production of other 
refined petroleum products such as gas oil, naphtha, kerosene 
distillate, diesel fuel, jet fuel and bunker fuel.

Huntways ability to generate income depends principally upon the 
margins between the prices for its refined petroleum products and 
the cost of crude oil, as well as upon demand for liquid asphalt, 
which affects both price and sales volume.

Historically, refined petroleum product prices (including prices 
for liquid asphalt, although to a lesser degree than Huntways 
other refined petroleum products) generally fluctuate with crude 
oil price levels. There has not been a relationship between total 
revenues and income due to the volatile commodity character of 
crude oil prices.

Accordingly, income before interest, depreciation and 
amortization provides the most meaningful basis for comparing 
historical results of operations discussed below.

A number of uncertainties exist that may affect Huntways future 
operations, including the possibility of increases in crude costs 
that Huntway may be unable to pass on to customers in the form of 
higher prices.  Additionally, crude costs could rise to such an 
extent that Huntway may not have sufficient letter of credit 
availability to purchase all the crude it needs to sustain 
operations to capacity, especially during the summer season.  If 
this occurred, Huntway would be forced to curtail refining 
operations, which could adversely impact results of operations.  
The Companys primary product is liquid asphalt.  Most of Huntways 
competitors produce liquid asphalt as a by-product and are of 
much greater size and have much larger financial resources than 
the Company.  Accordingly, the Company has in the past, and may 
have in the future, difficulty raising prices in the face of 
increasing crude costs.

The average interest rate and weighted average debt amount 
outstanding during each period discussed below is as follows:
<TABLE>
 <S>                                    <C>              <C>
                                       	Average
                                       	Interest        	Weighted Average
                                       	Rate            	Debt Outstanding

 1993                                  	7.12%	           $89,176,813
	1994	                                  5.07%	            93,786,797
	1995	                                  5.04%	            94,636,007
	1996	                                  5.62%	            80,514,941
</TABLE>

1996 COMPARED TO 1995

In 1996, Huntway undertook a restructuring of its debt through a 
prepackaged plan of reorganization confirmed by the U.S. 
Bankruptcy Court on December 12, 1996 and consummated on December 
30, 1996.  As a result of this restructuring, debt and accrued 
interest declined $71,748,000 to $27,924,000 from $99,672,000, as 
measured at November 30, 1996.  The effect of this transaction 
was to record a $58,668,000 extraordinary gain, or $4.53 per 
unit, partially offset by transaction costs of $2,180,000, or 
$.17 per unit.  Accordingly, for the year ended December 31, 
1996, Huntway recorded net income of $56,394,000, or $4.36 per 
unit, inclusive of the extraordinary gain and related costs.

In 1995, Huntway reported a loss of $14,461,000, or $1.24 per 
unit, which included a $9,492,000, or $.82 per unit, write down 
of the Sunbelt Refinery.

Accordingly, absent the extraordinary gain in 1996 and the 
refinery write down in 1995, earnings improved $4,875,000 between 
periods to a loss of $94,000, or $.01 per unit, in 1996 from a 
loss of $4,969,000, or $.43 per unit, in 1995.

The significant reduction in the operating loss reflects the 
improvement in light-end margins caused by increased finished 
gasoline and diesel prices in California in 1996.  Finished 
gasoline and diesel prices increased in 1996 in response to the 
beginning of Phase II gasoline and CARB (California Air Resources 
Board) diesel requirements unique to the State of California and 
significant operating problems of major transportation fuel 
refineries.  Accordingly, as refineries in other states regularly 
produce little of these specific California-grade fuels, margins 
on Phase II gasoline and CARB diesel remained relatively high 
throughout 1996.

Meanwhile, asphalt margins remained consistent with the prior 
year at Benicia as asphalt prices in 1996 rose commensurate with 
the increase in crude oil cost. However, in Southern California, 
asphalt margins declined, as Huntways major competitor did not 
increase asphalt prices to reflect the increase in crude oil 
costs.  Accordingly, Southern California asphalt gross profit in 
1996 was lower than 1995.

Crude oil costs on a per-barrel basis rose in 1996 by nearly 15% 
as world crude oil prices increased with rising demand. Cold 
weather experienced in the first half of 1996 in the United 
States and Northern Europe increased demand for heating oil, 
thereby causing upward pressure on crude oil costs.  Crude oil 
prices, however, declined in late 1996 and early 1997 due to 
increased supply as Iraq began selling barrels in the fourth 
quarter of 1996. In addition, the United States experienced a 
relatively mild winter, thereby reducing demand for crude oil, 
which resulted in lowering crude oil prices in late 1996 and 
early 1997. 

Cash processing costs in 1996, which include utility costs, 
operating salaries, wages and benefits, repair and maintenance 
costs, property taxes and environmental compliance costs, were 
comparable to 1995 on an aggregate and per-barrel basis.

The following table sets forth the effects of changes in price 
and volume on sales and materials (mostly crude) and processing 
costs for the year ended December 31, 1996 as compared to the 
year ended December 31, 1995:
<TABLE>
				 
                                   		Materials &			Net      	   	Barrels
                   			Sales	       		Processing		 	Margin	      	Sold
<S>                   <C>            <C>           <C>           <C>				
Year Ended 
December 31, 1995	   	$	83,069,000 		$	76,643,000 		$	6,426,000 		4,400,000 
			
Effect of Changes 
in Price	             		12,819,000   			8,149,000  			4,670,000 		
Effect of Changes 
in Volume	             		3,133,000   			2,891,000    			242,000  		166,000 
				
Year Ended 
December 31, 1996	   	$	99,021,000 		$	87,683,000 	$	11,338,000 	4,566,000 
</TABLE>
				
As reflected above, net margin increased 76%, or $4,912,000, as 
the growth in sales of $15,952,000 exceeded the increase in 
material and processing costs of $11,273,000.  Sales increased in 
part due to a 4% increase in volume, but more importantly, as a 
result of higher light-end prices which increased due to higher 
finished gasoline and diesel prices in California in 1996.  
Asphalt prices also increased in 1996 but did not increase in 
aggregate terms to the same degree as material and processing 
costs due to weak asphalt prices in Southern California.

On a per-barrel basis, sales averaged $21.69 a barrel in 1996 
versus $18.88 a year ago.  Material and processing costs averaged 
$19.20 in 1996 and $17.42 in 1995.  Accordingly, net operating 
margin per barrel was $2.49 in 1996 and $1.46 a year ago.

Selling, general and administrative expenses totaled $4,297,000 
in 1996 versus $3,819,000 in 1995.  This $478,000 increase 
reflects bonus expense of $718,000 in 1996, of which $406,100 was 
paid in cash in 1996.  The balance of the 1996 bonus award of 
$311,900 has been deferred and will be paid based on future cash 
flow and cash on hand.  The increase in bonus expense was 
partially offset by lower bad debt expense due to favorable 
collection efforts between years.  Finally, professional fee 
expenses declined between years primarily due to lower legal and 
consulting engineering fees.

Net interest expense totaled $4,916,000 in 1996 versus $5,177,000 
in 1995.  The difference reflects increased interest income.  The 
1996 debt restructuring, which was confirmed on December 12, 1996 
and consummated on December 30, 1996, was effective retroactive 
to January 1, 1996.  However, under generally accepted accounting 
principles, previously reported interest expense for the first 
three quarter of 1996 is not restated.  Had the restructuring 
been in place on January 1, 1996, interest expense in 1996 would 
have been reduced $1,592,000 to $3,324,000.

Depreciation and amortization in 1996 of $2,219,000 was $180,000 
lower than the prior year due to the write down of Sunbelt 
refinery assets at December 31, 1995, as discussed below.

1995 COMPARED WITH 1994

Net loss for the year ended December 31, 1995 was $14,461,000, or 
$1.24 per unit, compared with a net loss of $3,004,000, or $.26 
per unit in 1994.

The increase in the net loss of $11,457,000 was due to a 
$9,492,000, or $.77 per unit write down of the Partnerships 
Sunbelt refinery in Arizona.  As the Partnership has determined 
that it was unlikely that Sunbelt will be operated as a refinery 
in the future it reduced the carrying value of the refinery in 
accordance with FASB 121, Accounting for the Impairment of Long-
lived Assets and for Long-lived Assets to be disposed of. 
Excluding the Sunbelt write down the increase in the loss of 
$1,965,000 is reflective of the impact of rising crude prices, 
increased competition and unusually heavy rainfall in the first 
half of the year.  Through the first six months of 1995, the net 
loss exceeded 1994 by $3,641,000.

In effect, Huntway experienced two completely distinct six month 
periods in 1995.  The first half of 1995 was very depressed 
characterized by unusually high levels of rainfall, which 
curtailed asphalt sales, rising crude prices and increased 
competition.  In the second half of 1995, crude prices fell as 
demand for crude declined as major refineries on the West Coast 
conducted major repair efforts.  In addition, in the last six 
months of the year, the weather in California was dry which is 
conducive to asphalt sales, competition declined and, as 
expected, demand for asphalt was strong due in part to the 
backlog which had developed in the first half of the year as a 
result of the wet weather.

Asphalt is not usually laid in rainy weather.  Accordingly, 
through the first half of 1995 sales of paving asphalt was down 
19% versus the same period a year ago.  During this same period, 
crude prices rose an average of 29% in response to rising crude 
prices and increased demand for California heavy crude as 
refineries have begun to use more of this crude in their refinery 
process.  This increased demand for heavy California crudes has 
been driven by the lower price of California crudes.  Refiners 
have begun to realize that these crudes can be used in their 
refinery processes resulting in better margins between crude and 
finished product prices.

The high levels of rainfall reduced asphalt demand which meant 
that asphalt prices could not be raised in response to rising 
crude costs.  Moreover, West Coast refinery margins continued 
weak reaching near ten-year lows in the first half of the year 
due to rising crude costs and excess light-end inventories.  
This, in turn, caused margins for Huntways light-end products to 
decline.

In the second half of 1995, Huntways operating performance 
improved.  During this period, several large California 
refineries reduced production due to refinery problems.  This 
decreased crude demand lowering crude prices and increased light-
end prices due to a reduced level of finished product being 
produced.  

This increase in finished light-end prices due to reduced supply 
caused Huntways light-end prices to increase.  In addition, in 
the second half of 1995 world crude prices fell due to increased 
production throughout the world and relatively flat demand.  
Meanwhile, asphalt prices and margins increased in California in 
the second half of 1995 due to the combination of reduced 
competition coupled with dry, warm weather throughout California 
during the last six months of the year.  Also, crude prices 
declined as discussed above and demand for asphalt increased due 
to the backlog created from the heavy rainfall in the first half 
of the year.

The following table sets forth the effects of change in price and 
volume on sales and crude and processing costs on the year ended 
December 31, 1995 as compared to the year ended December 31, 
1994:
<TABLE>
                           						 Materials &			 Net	         	Barrels
                 		Sales      			 Processing	   	Margin		      Sold
<S>                <C>            <C>            <C>           <C>											
Year Ended  
December 31, 1994		$	79,139,000 		$	70,621,000 		$	8,518,000 		4,584,000 
											
Effect of Changes 
in Price           			7,107,000   			8,856,000 			(1,749,000)		
Effect of Changes 
in Volume	         		(3,177,000) 			(2,834,000)  			(343,000)		(184,000)
											
Year Ended 
December 31, 1995  $	83,069,000 		$	76,643,000 		$	6,426,000 	4,400,000 
</TABLE>
											
As reflected in the table above, the net margin fell $2,092,000, 
or 25%, between periods.  Volume in terms of barrels sold fell 4% 
versus 1994 while material and processing costs rose 9% between 
periods.  In 1995, average product prices were $18.88 a barrel 
versus $17.26 in 1994. Materials and processing costs averaged 
$15.41 a barrel in 1994 and $17.42 a barrel in 1995.

The decrease in Huntways net margin was caused by the poor first 
half performance as discussed earlier.  Overall, for the year, 
revenues increased $3,930,000, or 5%, reflective of higher 
product prices, however, material and processing costs rose at an 
even higher 9%.  This increase was due to increased crude oil 
prices on the world market due to a myriad of market factors 
coupled with increased demand for California heavy crude as 
refineries are increasingly using this crude in their refinery 
process.

As discussed earlier, based on the Partnerships review of 
refinery assets it was determined that it is unlikely that the 
Sunbelt refinery will be operated in the future as a refinery. 
Accordingly, the company has determined that in accordance with 
FASB 121 an impairment loss should be recognized and has recorded 
a $9,492,000 loss in the current results of operations for the 
year ended December 31, 1995.

Processing costs in 1995 approximated 1994 on a per-barrel basis 
but was below prior year on an aggregate basis due to the 4% 
decline in barrels sold primarily due to the unusually wet 
weather experienced in the first half of the year which reduced 
sales levels.

Selling, general and administrative expenses fell $363,000 in 
1995 to $3,819,000 from 4,182,000 in 1994, or a decline of 9%.  
This decline resulted from significantly lower bonus expense and 
lower insurance expense.  No management bonuses were paid in 1994 
or 1995.  Insurance expense continued to decline in 1995 due to 
efforts to contain costs.

Interest expense increased $193,000, or 4%, from $4,984,000 in 
1994 to $5,177,000 in 1995 due to higher debt levels.

Depreciation and amortization approximated the prior year 
totaling $2,399,000 in 1995 versus $2,356,000 in 1994.

OUTLOOK AND FACTORS THAT AFFECT FUTURE RESULTS

A number of uncertainties exist that may affect Huntways future 
operations including the possibility of further increases in 
crude oil costs that Huntway may be unable to pass on to 
customers in the form of higher prices.  Additionally, crude oil 
costs could rise to such an extent that Huntway may not have 
sufficient letter of credit availability to purchase all the 
crude oil it needs to sustain operations to capacity, especially 
during the summer season.  If this occurred, Huntway would be 
forced to prepay for crude oil or certain refining operations, 
either of which could adversely impact results of operations.  
The Partnerships primary product is liquid asphalt. Several of 
Huntways competitors produce liquid asphalt as a by-product and 
are of much greater size and have much larger financial resources 
than the Partnership.  Accordingly, the Partnership has in the 
past, and may in the future, have difficulty raising prices in 
the face of increasing crude oil costs.  As for several of 
Huntways competitors, the margins they receive on asphalt is not 
as important to their operations as asphalt margins are to 
Huntway.

Huntways crude oil costs per barrel increased 15% in 1996 versus 
1995 in response to rising world crude prices.  As measured by 
W.T.I. (West Texas Intermediate), world crude prices increased 
20% in 1996 due to increased demand as economic activity 
generally expanded in 1996 versus 1995 in most areas of the 
world, particularly in Asia.  Meanwhile, the world supply of 
crude in 1996 remained generally flat and consistent with the 
prior year.

California average crude oil postings increased approximately 16% 
in 1996 over 1995, or slightly less than world crude prices as 
measured by W.T.I., as several major refineries in California 
were shut down in the summer of 1996 due to refinery problems.  
These shutdowns caused a reduction in demand for California heavy 
crude oil which, in turn, contributed to downward pressure on the 
price of this crude oil.  Finally, Huntways net cost of crude oil 
in 1996 was reduced from what it might otherwise had been due to 
the benefits of hedge arrangements with independent producers of 
California crude oil.

In 1995, crude oil costs per barrel increased 6% versus the prior 
year due to increased demand for heavy crude oil as refineries 
increasingly used these crude oils in their refinery operations 
due to their lower cost.  In addition, in 1995, Huntway purchased 
more expensive grades of crude oil than in the prior year in 
order to produce certain specialty asphalt products.

Crude oil costs per barrel increased 3% in 1994 versus 1993 
partly due to the effect of the January 17, 1994 Northridge 
earthquake and the curtailment of permits to tanker offshore 
California production to market.  The Northridge earthquake 
destroyed one of two pipelines bringing crude to the Wilmington 
refinery and had an effect of reducing by 50,000 barrels a day 
the amount of crude bound for the Los Angeles basin.  In July 
1995, the remaining pipeline, which was not destroyed in the 
earthquake was expanded to allow an additional 30,000 barrels per 
day of capacity through put.

Accordingly, both of Huntways California refineries are 
vulnerable to disruption in operations and reduced operating 
results due to the possibility of additional earthquakes in 
California.  For example, in 1994 and early 1995, substantial 
public funds originally designated for road transportation were 
deviated to freeway and bridge repair.  This type of repair work 
uses primarily concrete and steel and comparatively little liquid 
asphalt.

The expiration of certain crude oil tankering permits to Southern 
California resulted in a  reduction in locally produced off-shore 
crude oil supplies which are cheaper and better suited to the 
Companys production needs.  Accordingly, the expiration of 
tankering permits resulted in higher overall prices for crude oil 
and presently there are no indications if or when crude tankering 
will resume.

Huntways export business is primarily with Mexican customers and 
is vulnerable to fluctuations in the Mexican peso.  Huntways 
export sales declined in 1995 from 1994 primarily due to the 
devaluation of the Mexican peso in December 1994.  This 
devaluation had the effect of making Huntways asphalt in Mexico 
comparatively more expensive.  Export sales to Mexico in 1996 
increased 11% versus 1995 as the peso and dollar exchange rate 
has traded in a comparatively narrow range during that timeframe.

Demand for liquid paving asphalt products is primarily affected 
by federal, state and local highway spending, commercial 
construction and the level of housing starts, all of which are 
beyond the control of the Company.  Government highway spending 
provides a source of demand which is relatively unaffected by 
normal business cycles but is dependent upon appropriations.  
Historically, approximately 70% of Huntways liquid asphalt sales 
have been made to purchasers whose business is directly tied to 
these various governmental expenditures.  Over the long-term, the 
demand for liquid asphalt will also tend to be influenced by 
changes in population, the level of commercial construction, and 
housing activity.

Federal funding of highway projects is accomplished through the 
Federal Aid Highway Program.  The Federal Aid Highway Program is 
a Federally assisted, state administered program that distributes 
federal funds to the states to construct and improve urban and 
rural highway systems.  Substantially all federal highway funds 
are derived from gasoline user taxes assessed at the pump.  In 
addition to federal funding for highway projects, states 
individually fund transportation improvements with the proceeds 
of a variety of gasoline and other taxes.  In California, 
CALTRANS administers state expenditures for highway projects.

In June 1990, voters in the state of California passed a measure 
which increased state gasoline taxes from 9 cents per gallon to 
14 cents per gallon effective August 1, 1990 and by an additional 
1 cent per gallon on approximately $14 billion over the decade.  
In June 1994, California voters rejected a measure that would 
have provided an additional $2 billion to pay for damage to 
freeways and bridges resulting from the January 17, 1994 
earthquake.  Accordingly, state funding for earthquake repair 
projects was achieved by utilizing funds from the existing 
California transportation budget.  Local governmental units, such 
as cities, counties and townships, provide additional funding for 
road and highway projects through various taxes and bond issues.  
On March 26, 1996, the California electorate approved the $2.0 
billion Seismic Retrofit Proposition.  Passage of Proposition 192 
will result in a net increase in construction of new, and repair 
of existing, asphalt road projects in the State over that which 
would have occurred if Proposition 192 had not been approved, as 
the Proposition raises $2 billion of new money to be used to 
Seismic retrofit California bridges, highways and overpasses.

Accordingly, Huntways asphalt sales are very dependent on public 
funding primarily at the state level.  Long-term disruptions or 
declines in the level of public funding would adversely impact 
operating results.  The strength of the California economy also 
influences demand for Huntways asphalt and light-end products.

Beginning in 1995 and for all of 1996, Huntway experienced an 
increase in demand for its products commensurate with the 
expansion of the California economy.  In 1994, private demand was 
depressed as it had been since the beginning of the decade as 
California recovered from a prolonged recession.  Huntway 
presently is optimistic about the outlook for future growth in 
California based on the expansion that has been underway for the 
past 18 to 24 months and forecasts by several prominent economic 
studies.  This expected growth in the California economy should 
lead to continued growth in the demand for Huntways products.  
There can be no assurance, however, that the California economy 
will continue to grow as it has recently.

Generally cold, wet weather is not conducive to asphalt road 
construction and repair.  Accordingly, results in certain years, 
such as 1995, were adversely impacted by unseasonably wet weather 
in California.  

Barriers to entry in the asphalt market are limited.  The 
sophistication level of the required facilities is low indicating 
that refineries could enter the market if they chose to do so.  
The capital needed to undertake asphalt manufacturing at an 
existing refinery operation is small by refinery standards.  
Permit issues for these existing refineries, while they exist, 
are not of such a nature that they are likely to be a significant 
deterrent to new entrants.  However, construction of new asphalt 
refineries is very unlikely due to the inability to obtain 
required permits.  Greenfield refineries would have high barriers 
to entry due to environmental regulations and the limited size of 
the market.

The Company is subject to federal, state and local laws, 
regulations and ordinances that govern activities or operations 
that might have adverse environmental effects, and that impose 
liability for the costs of cleaning up, and certain damages 
resulting from sites of past spills, disposals or other releases 
of hazardous substances.  Although Management believes that the 
Companys operations procedures and safety precautions are 
enforced stringently, there can be no assurance that 
environmental problems will not occur in the future.

As a result of the factors described above, the outlook for 1997 
is uncertain, as results will depend to a large extent on crude 
oil prices and public funding availability.  The Partnership 
remains optimistic about export growth potential and growth in 
the sale of higher margin polymer based asphalt products.  
However, growth in these areas are also influenced by funding 
uncertainties.  Heavy rainfall in 1996 and 1995 in California has 
damaged asphalt roads throughout the State which will eventually 
lead to increased repair activity.  Additionally, projected 
population growth in California and an improving economy bodes 
well for future public and private road construction activity.

Because of the foregoing, as well as other factors affecting the 
Partnerships operating results, past financial performance should 
not be considered to be a reliable indicator of future 
performance and investors should not use historical trends to 
anticipate results or trends in future periods.

CAPITAL RESOURCES AND LIQUIDITY

The pricing factors that affect the Partnerships cash 
requirements and liquidity position are fluctuations in the 
selling prices for its refined products caused by local market 
supply and demand factors including public and private demand for 
road construction and improvement.  Secondly, demand for diesel 
fuel and gasoline, as well as fluctuations in the cost of crude 
oil which is impacted by a myriad of market factors, both foreign 
and domestic, influence the Partnerships cash requirements and 
liquidity positions.  In addition, capital expenditure 
requirements, including costs to maintain compliance with 
environmental regulations as well as debt service requirements, 
impact the Partnerships cash needs.

Huntways 1996 results (exclusive of the 1995 provision for plant 
closure and write down of $9,492,000) improved $4,875,000 versus 
the prior year due to improved light-end margins primarily caused 
by increased finished gasoline and diesel prices in California.  
Finished gasoline and diesel prices increased in California due 
to the combination of the beginning of Phase II gasoline and CARB 
(California Air Resources Board) diesel requirements and 
transportation fuels refinery operating problem in California.  
The requirements for these cleaner burning fuels restricted the 
volume of imports of fuels made in other states and foreign 
countries.  Accordingly, a perception of shortages in fuel 
availability arose which was exacerbated when several California 
refineries were shutdown in 1996 due to refinery problems.  As a 
result, finished fuel prices increased and, accordingly, Huntways 
light-end prices increased.  

Meanwhile, asphalt gross profit in 1996 at Huntways Benicia 
refinery remained consistent with the prior year on both an 
aggregate and a per barrel basis despite the increase in crude 
costs.  This occurred because asphalt prices increased 
commensurate with the increase in crude.  However, at Huntways 
Wilmington refinery, asphalt gross profit declined on both an 
aggregate and per-barrel basis as asphalt prices did not increase 
with the increase in crude costs.  This occurred because Huntways 
primary Southern California competitor, which is the largest 
asphalt manufacturer in Southern California, did not increase 
asphalt prices despite the increase in crude costs.  Accordingly, 
asphalt gross profit in the Southern California market declined 
in 1996 versus the prior year.

However, this competitor has raised asphalt prices in January 
1997 in response to rising crude oil costs.  Accordingly, Huntway 
presently believes asphalt gross profit in 1997 will exceed 1996 
at the Wilmington refinery assuming asphalt is priced in the 
Southern California market to reflect increases in production 
costs.

In 1996, Huntway completed a restructuring of its debt through a 
prepackaged plan of reorganization which was filed with the U.S. 
Bankruptcy Court in Wilmington, Delaware, on November 12, 1996, 
confirmed by the Court on December 12, 1996 and consummated on 
December 30, 1996.  As a result of that transaction, Huntway 
reduced debt and accrued interest by $71,718,000 as measured at 
November 30, 1996.  Huntway recorded a $58,668,000 extraordinary 
gain on the transaction excluding $2,180,000 in related 
transaction costs.  The Partnership also recorded a $13,080,000 
capital contribution on the transaction represented by a decrease 
in debt and an increase in partners capital.

The effect of this transaction lead to Huntway recording net 
income in 1996 of $56,394,000 versus a loss of $14,461,000 in 
1995 inclusive of a $9,492,000 write down of Huntways Sunbelt 
refinery in Arizona.  Operating results in 1995 were negatively 
impacted by excessive rainfall in the first half of the year.

Cash increased $983,000 in 1996 to $5,287,000 at December 31, 
1996 from $4,304,000 at December 31, 1995.  Capital expenditures 
totaled $2,620,000 in 1996 and primarily related to construction 
of a new modified asphalt facility at the partnerships Benicia 
refinery.  Capital expenditures in 1995 were $447,000.  Principal 
payments plus cash interest payments totaled $838,000 in 1996 
versus $2,936,000 in 1995.  Over the three year period 1993 to 
1996, cash and cash equivalents decreased by $2,458,000.

Net cash provided by operating activities in 1996 totaled 
$3,485,000.  Net income of $56,394,000 plus depreciation and 
amortization of $2,219,000 and interest paid by the issuance of 
PIK notes (payment in kind) of $2,354,000 was partially offset by 
the net gain on restructuring of $56,488,000.  Accounts 
receivable increased and used $327,000 in cash despite the fact 
that fourth quarter 1996 revenues exceeded fourth quarter 1995 
revenues by $2,499,000 as increased sales were derived from 
higher light-end revenues which are usually collected within ten 
days of sale.  Accounts payable increased and provided $331,000 
in cash due to higher crude costs in 1996 versus 1995.  Accrued 
liabilities decreased and used $875,000 in cash in 1996 due 
primarily to the payment of accrued property taxes. Inventory 
increased slightly and used $89,000 in cash due to the impact of 
higher crude costs.  Prepaid expenses decreased and provided 
$24,000 in cash due to lower insurance costs while the reserve 
for plan closure decreased and used $58,000 to provide for 
maintenance costs during the shut-down period of the Sunbelt 
refinery.

Net cash used by operating activities in 1995 totaled $435,000.  
The net loss in 1995 of $14,461,000 was partially offset by the 
write down of the refinery assets at Sunbelt of $9,492,000 as 
discussed earlier and by depreciation and amortization of 
$2,399,000.  Cash flow was generated in 1995 from accrued but 
unpaid interest on existing debt of $1,177,000 and accrued, but 
unpaid interest recorded as PIK (payment in kind) notes in 1995 
of $1,693,000. Increased accounts receivable used cash flow of 
$2,335,000 as improved demand and excellent weather contributed 
to fourth quarter 1995 revenues exceeding the prior year by 
$3,303,000.  Cash flow of $711,000 was generated from decreases 
in inventory as increased sales levels in the fourth quarter of 
1995 reduced inventory.  In addition, cash flow of $73,000 was 
generated from reductions in prepaid expenses due to lower 
insurance costs and reduced turnaround expenses as less repair 
work was conducted on the refineries in 1995 versus prior years 
due to timing. Cash flow of $598,000 was also generated from 
increases in accounts payable due to increased crude costs 
relative to the prior year.  Other accrued liabilities increased, 
providing cash of $296,000 due to accrual of potential cleanup 
expenses relating to the buried drums discovered in May 1995 at 
the Wilmington refinery.  Finally, cash flow of $78,000 was used 
due to reductions in the Sunbelt closure reserve which provided 
for maintenance costs during the shut-down period.

Investing activities used $2,402,000 in cash in 1996.  The 
majority of this expenditure related to construction of a new 
modified asphalt facility at Benicia.  In addition, expenditures 
were made in 1996 to double bottom an asphalt tank at the Benicia 
refinery and to purchase certain burners as well as several other 
minor projects. Costs to construct a new waste water treatment 
facility were postponed until 1997 due to the problem surrounding 
the discovery of several buried drums at the Wilmington refinery.  
Accordingly, in 1997, capital expenditures are anticipated to 
total approximately $2,700,000.  In 1995 and 1994, $447,000 and 
$745,000, respectively, were spent on property additions and 
related to compliance with environmental regulations. In 1996, 
the collection of deposits recorded in other assets provided cash 
of $218,000.  In 1995, $170,000 in professional fees were 
capitalized relating to restructuring efforts.  In 1994, other 
assets declined and provided $76,000 in cash relating to the 
collection of deposits.

Cash flow from financing activities used $100,000 in cash in 1996 
and related to a scheduled payment on the 1993 Sunbelt 
environmental compliance agreement.

Cash flow from financing activities used $628,000 in cash in 
1995.  These payments represented payments made on March 31, 1995 
and September 30, 1995  under the debt agreement with its lenders 
as well as capital lease payments made in 1995, on refinery 
equipment.  This lease obligation was paid in full in 1995.  Cash 
flow from financing activities used $4,478,000 in cash in 1994 as 
the Partnership paid its scheduled indebtedness under its 
restructuring agreement with its lenders. 

On December 30, 1996, Huntways prepackaged plan of reorganization 
was consummated after being filed on November 12, 1996 and 
confirmed on December 12, 1996.  The prepackaged plan reduced the 
Partnerships debt and accrued interest by $71,748,000 to 
$27,924,000 from $99,672,000 as measured at November 30, 1996.  
In exchange for this reduction in debt and accrued interest, 
13,786,404 units were issued to the Partnerships senior and 
junior lenders raising total units outstanding to 25,341,654 
units.

To that end, in August through October 1996, the Partnership 
prepared a Consent Solicitation Disclosure Statement and related 
consent materials for distribution to its unitholders and other 
affected parties.  On October 11, 1996, the Partnership announced 
that the Consent Solicitation Disclosure Statement and related 
consent materials had been declared effective by the Securities 
and Exchange Commission and that it had begun seeking Unitholder 
and lender approval of the restructuring on such forms.  On 
November 12, 1996, the Partnerships announced that, having 
obtained the requisite approval of its lenders,, warrant and 
equity holders, it had filed the prepackaged plan in U.S. 
Bankruptcy Court in Wilmington, Delaware.  During the 
solicitation period, which expired on November 7, 1996, ballots 
representing approximately 86 percent of senior debt, 100 percent 
of junior debt, 100 percent of warrant holders and 98.6 percent 
of the unitholders who cast votes, voted in favor of the plan.  
Slightly over 84 percent of total units outstanding cast votes on 
the plan.

Huntway filed the prepackaged plan because one senior lender, 
representing 14% of outstanding senior indebtedness, would not 
agree to the terms of the reorganization plan that had originally 
been agreed to by four of five of the Partnerships senior 
lenders, representing 86% of senior debt. This remaining senior 
lender subsequently did agree to the reorganization plan prior to 
the December 12, 1996 confirmation date.  

The restructuring plan also reduced the Partnerships junior 
indebtedness to $2,070,000, effective January 1, 1996.  Under the 
agreement, interest on the junior debt accrues at 12% but is not 
paid in cash but rather in units under a defined formula.  
Additionally, under the terms of the agreement, any units issued 
under the formula are not dilutive to the senior lenders or to 
stock options held by management.  

Previously, on December 4, 1995, the Partnership announced that 
it did not make its scheduled $1,000,000 debt payment due 
November 30, 1995 and was in default under its current indenture.  
At that time, the Partnership also stated that it would not be 
making any further payments under the then current indenture 
which also provided for a $1,250,000 payment on December 31, 1995 
and a $5,000,000 payment in 1996 paid quarterly under a defined 
formula.  As a result, at December 31, 1995, substantially all of 
the Partnerships outstanding indebtedness was classified as 
current.  The Partnership previously made a $1,250,000 payment on 
October 3, 1995 and at that time was verbally informed by 
substantially all of the Partnerships current lenders that they 
did not intend to pursue their remedies under the then-current 
indenture due to nonpayment while discussions regarding the 
potential restructuring of the Partnerships indebtedness were 
continuing.  Such discussions culminated in the restructuring 
agreement, the terms of which were disclosed on April 15, 1996.

Under the terms of the prepackaged plan, senior debt was reduced 
to $23,500,000 effective January 1, 1996 with an interest rate of 
12%.  No cash interest was paid on senior debt in 1996.  In 1997, 
cash interest will be paid on the senior debt on a quarterly 
basis with approximately $440,000 due on each quarter ended March 
31 and June 30, 1997 and approximately $880,000 due on each 
quarter ended September 30, and December 31, 1997.  In addition, 
in 1997, the Partnership is obligated to pay to its senior 
lenders any excess cash based on 50% of excess cash flow as 
defined.

Annual interest requirements in 1998 on the senior debt is 
scheduled to be paid on the same ratio as described above for 
1997, that is, 16.67% of the annual obligation at March 31 and 
June 30 and 33.33% at September 30 and December 31.  Also, in 
1998, the Partnership is obligated to begin amortizing the senior 
debt under a sinking fund arrangement that currently obligates 
Huntway to make payments of $1,293,000 at September 30 and 
$1,939,000 at December 31 of each year 1998 through 2005.  

Currently, the Partnership is negotiating with two of its senior 
lenders to repurchase or amend their Senior Notes and to 
repurchase units that were issued in December 1996.  The 
Partnership is currently anticipating that it will seek to 
refinance these debt and equity securities with a new debt 
instrument, the terms of which have not been established.  The 
Partnership is considering such a refinancing in order to 
continue to pursue its goal of reducing indebtedness and debt 
service requirements.

Regardless of whether Huntway is successful in refinancing its 
two largest senior lenders, the Partnership currently believes it 
will be able to meet its liquidity obligations for the next 12 
months through a combination of cash on hand and anticipated 
future cash flows.

The prepackaged plan provided for a new $17,500,000 letter of 
credit facility through December 31, 1997.  The facility provides 
for crude purchases, hedging and other activities.  Fees for this 
facility are 2% on the face amount of any letter of credit issued 
up to an aggregate of $14,500,000 and 3% on the face amount of 
any letter of credit issued above that amount.

The Partnership is currently in negotiations with another bank to 
replace its existing letter of credit agreement.

Management continues to address all areas of the Partnerships 
operations in an effort to reduce costs, improve profitability 
and to provide a sound basis for future operations.  This 
evaluation resulted in the decision in 1993 to temporarily 
suspend operations at its Sunbelt refinery located in Coolidge, 
Arizona, until such time as there is a sustained improvement in 
market conditions.  The primary factors involved in the 
Partnerships decision were poor margins at the facility, a 
limitation on working capital availability and, to a lesser 
extent, the impact of an environmental lawsuit and investigations 
filed by the State of Arizona which was settled in 1993.  The 
Partnership currently intends to eventually reopen the refinery 
as a terminal when market conditions improve.  

The Partnership believes its current level of letter of credit 
facilities are sufficient to guarantee requirements for crude oil 
purchases, collateralization of other obligations and for hedging 
activities at current crude price levels.  However, due to the 
volatility in the price of crude oil there can be no assurance 
that these facilities will be adequate in the future.  If crude 
oil prices continued to increase beyond the level of the 
Partnerships letter of credit facilities, it would be required to 
reduce its crude oil purchases, which would adversely impact 
profitability.


INDEPENDENT AUDITORS REPORT

Operating Committee and Partners
Huntway Partners, L.P.
(A Limited Partnership)


We have audited the accompanying consolidated balance sheets of 
Huntway Partners, L.P. (a limited partnership) and subsidiary as 
of December 31, 1996 and 1995 and the related consolidated 
statements of operations, partners capital (deficiency) and cash 
flows for each of the three years in the period ended December 
31, 1996. These financial statements are the responsibility of 
the management of the Partnership.  Our responsibility is to 
express an opinion on these financial statements based on our 
audits.

We conducted our audits in accordance with generally accepted 
auditing standards.  Those standards require that we plan and 
perform the audit to obtain reasonable assurance about whether 
the financial statements are free of material misstatement.  An 
audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements.  An 
audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating 
the overall financial statement presentation.  We believe our 
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to 
above present fairly, in all material respects, the financial 
position of Huntway Partners, L.P. and its subsidiary as of 
December 31, 1996 and 1995 and the results of their operations 
and their cash flows for each of the three years in the period 
ended December 31, 1996 in conformity with generally accepted 
accounting principles.














/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
Los Angeles, California
February 6, 1997

<TABLE>
HUNTWAY PARTNERS, L.P.							
CONSOLIDATED BALANCE SHEETS							
December 31, 1996 and 1995							
(in thousands)							
<CAPTION>							
<S>                                  <C>            <C>           <C>							
ASSETS					
                                   		Notes        		1996       			1995
Current Assets:							
  Cash		                                           	$	5,287     		$	4,304 
  Accounts Receivable		              2, 3		           5,148 	     		4,820 
  Inventories		                      2, 3           		3,399 		     	3,320 
  Prepaid Expenses	                                  			640        			676 
Total Current Assets		                             		14,474     			13,120 
Property - Net		                     2, 3          		59,339     			58,677 
Other Assets -- Net	                	2                		319        			780 
Goodwill		                           2	              	1,759      			1,816 
Total		                                           	$	75,891    		$	74,393 
							
LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)				
		
							
Current Liabilities:							
  Accounts  Payable		                2             	$	6,913    		$	6,582 
  Current Portion of Long-term 							
    Obligations                    		1, 3, 4	         	 100 		   	94,445 
  Reserve for Plant Closure	        	4                		106       			164 
  Accrued Interest			                                  	316     			1,417 
  Other Accrued Liabilities	        	2	              	1,241      		1,949 
Total Current Liabilities			                         	8,676    		104,557 
Long-term Debt		                     1, 3	          	27,924 			
Other Long-term Obligations		        4	                	250       			350 
Commitments & Contingencies		        6, 8					 
Partners' Capital 							
  (Deficiency):	                    	2, 3, 5, 9					
  General Partners				                                  390     			(305)
  Limited Partners			                               	38,651  			(30,209)
Total Partners' Capital (Deficiency)			             	39,041  			(30,514)
Total	                                           		$	75,891  		$	74,393 
</TABLE>
							







See accompanying notes to consolidated financial statements.
<TABLE>
HUNTWAY PARTNERS, L.P.									
			
CONSOLIDATED STATEMENTS OF OPERATIONS						
						
For the years ended December 31, 1996, 1995 and 1994 			
									
(in thousands, except per unit data)						
						
<CAPTION)
                         		   	Notes    			1996    			1995    			1994
<S>                            <C>         <C>        <C>        <C>												
Sales		                       	10	        	$	99,021 		$	83,069 		$	79,139 
Costs & Expenses:										
		
Material & Processing Costs	  	2	          		87,683 	 		76,643  			70,621 
Selling and Administration 
Expenses			 		                               	4,297   			3,819  	 		4,182 
Plant Closure and Write Down			4	             		  -   			9,492      			-- 
Interest Expense		            	3	           		4,916    		5,177   			4,984 
Depreciation and Amortization 	2	           		2,219   			2,399   			2,356 
Total Costs and Expenses					               	99,115   		97,530  			82,143 
Net Income (Loss) from Operations				         		(94)			(14,461)	 		(3,004)
Extraordinary Gain on 
Refinancing		                 	3		          	58,668      			 -      			 -   
Related Costs of Refinancing			3		           	2,180      			 -      			 -   
Net Income (Loss)		                     			$	56,394 	$	(14,461)  $ (3,004)
												
Net (Loss) Per Unit from 
Operations	           		       2, 5       		$	(0.01)	 	$	(1.24) 		$	(0.26)
												
Net Income (Loss) Per Unit	  		2, 5		       $	 4.36  $ 	 (1.24) $ 	 (0.26)
</TABLE>
												

<TABLE>
 
HUNTWAY PARTNERS, L.P.									
					
CONSOLIDATED STATEMENTS OF  PARTNERS' CAPITAL (DEFICIENCY)		
												
For the years ended December 31, 1996, 1995 and 1994 			
											
(in thousands)											
<CAPTION>			
                             								General		 	Limited			
                        						Notes		Partners			Partners  			Totals
													
<S>	                          <C>    <S>        <S>          <S>
Balance at December 31, 1993								 $(130)		 	 $(12,919)			 $(13,049)
Net Loss for the Year Ended								
						
December 31, 1994       	 				5     		 (30)	   		 (2,974)   		 (3,004)
Balance at December 31, 1994         	(160)		   	(15,893)	  		(16,053)
Net Loss for the Year Ended								
						
December 31, 1995		       				5    		 (145)  			 (14,316) 			 (14,461)
Balance at December 31, 1995         	(305)   			(30,209)  			(30,514)
Net Income for the Year Ended								
						
December 31, 1996					       	5     		 695    			 55,699   			 56,394 
Capital Contribution				    		1,3     		 -    			 13,161   			 13,161 
Balance at December 31, 1996							 	 $390   			 $38,651  			 $39,041 
</TABLE>

See accompanying notes to consolidated financial statements.

<TABLE>
HUNTWAY PARTNERS, L.P.									
CONSOLIDATED STATEMENTS OF CASH FLOWS						
			
For the years ended December 31, 1996, 1995 and 1994 			
<CAPTION>						

                                    			1996   			 1995	   		  1994
<S>                                    <C>        <C>         <C>
Cash Flows From Operating Activities:			 			
			
  Net Income (Loss)	                  	$	56,394 		$	(14,461)		$	(3,004)
  Adjustments to Reconcile Net Income						
			
    (Loss) to Net Cash Provided by Operations:				
					
    Depreciation and Amortization		      	2,219    			2,399  			2,356 
    Interest Expense Paid by the 
    Issuance of                        			2,354    			1,693  			3,899 
      Notes									
    Plant Closure and Write Down          			--    			9,492    			-- 
    Extraordinary Gain on Refinancing			(58,668)	      		--    			-- 
 Related Costs of Refinancing	          		2,180       			--    			-- 
  Changes in Operating Assets and Liabilities:				
					
    Decrease (Increase) in Accts. 
     Receivable                         			(327)	  		(2,335)			1,644 
    Decrease (Increase) in Inventories		   	(89)     			711   			132 
    Decrease (Increase) in Prepaid Expenses	 24       			73  			(275)
    Decrease in Reserve for Plant Closure			(58)	     		(78) 	(1,032)
    Increase in Accounts Payable		         	331      			598   			927 
    Increase (Decrease) in Accrued  
      Liabilities	                       		(875)   			1,473 		(1,261)
Net Cash Provided By (Used By)							
		
Operating Activities	                   		3,485     			(435)			3,386 
									
Cash  Flows From Investing Activities:						
			
  Additions to Property		               	(2,620)    			(447)		 	(745)
  Additions to Other Assets		              	218     			(170)   			76 
Net Cash Used By Investing Activities		 	(2,402)    			(617)	 		(669)
									
Cash Flows From Financing Activities:						
			
  Repayments of Long-term Obligations	   		(100)   	 		(628) 	(4,478)
Net Cash Used by Financing Activities	   		(100)    			(628) 	(4,478)
Net Increase (Decrease) In Cash		          	983  		 	(1,680) 	(1,761)
Cash Balance Beginning of Year 	        		4,304    			5,984 			7,745 
									
Cash Balance End of Year		              $	5,287   		$	4,304 	$	5,984 
									
Supplemental Disclosures:								
	
  Interest Paid During the Period		       $	738   		$	2,308 	$	1,074 
</TABLE>
									
									



See accompanying notes to consolidated financial statements.

NOTES  TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  BASIS OF PRESENTATION

On December 30, 1996, Huntway Partners, L.P. emerged from 
bankruptcy following consummation of its prepackaged plan of 
reorganization (reorganization plan).  Huntway filed its 
reorganization plan in U.S. Bankruptcy Court in Wilmington, 
Delaware, on November 12, 1996.  The reorganization plan was 
confirmed by the Court on December 12, 1996.

Under the terms of the reorganization plan (as more fully 
explained under Note 3  Financing Arrangements) total debt, 
including accrued interest, declined $71,748,000 to $27,924,000 
from $99,672,000 as measured at November 30, 1996.  In exchange 
for this reduction in debt and accrued interest, 13,786,404 units 
(valued at $13,080,000 based on a 30 day average unit price) were 
issued to the partnerships senior and junior lenders raising 
total units outstanding to 25,342,654.  At December 31, 1996, 
total debt and accrued interest on all senior and junior debt 
totaled $28,172,000.

The Partnership was forced to file its prepackaged plan of 
reorganization because it was unable to secure unanimous approval 
of all of its senior lenders to its restructuring agreement.  In 
April 1996, four of five (or 80%) of its senior lenders 
representing 86% of its senior debt agreed to the restructuring 
plan.  Unanimous approval of the prepackaged plan of 
reorganization was obtained just prior to the December 12, 1996 
confirmation of the plan when Huntways one remaining senior 
lender, representing 14% of senior debt, agreed to join the other 
senior lenders in agreeing to a consensual restructuring.

In addition to Huntways senior lenders, the reorganization plan 
was approved by 100% of warrant holders, 100% of junior 
noteholders and 98.6% of voting unitholders.  The approval of 
these impaired parties to the reorganization plan was obtained 
during the solicitation time period of October 11, 1996 through 
November 7, 1996.

Accordingly, for the year ended December 31, 1996, the 
Partnership reported an extraordinary gain of $58,668,000 
determined as follows:
<TABLE>
<S>                                            <C>
Pre-existing debt and accrued interest		       $99,672,000 

Less:		
New Senior Debt                              		 23,500,000 
New Junior Debt	                               	 2,070,000 
Accrued Interest on New Debt	                  	 2,354,000 
Total Book Value of New Debt		                 (27,924,000)

Capital Contribution of New Units Exchanged 		 (13,080,000)

Extraordinary Gain on Refinancing           		 $58,668,000 
</TABLE>
On October 3, 1995, Huntway Partners, L.P. made a $1,250,000 
payment to its existing lenders.  On December 4, 1995, the 
Partnership announced that it did not make its scheduled 
$1,000,000 debt payment due November 30, 1995 and was, therefore, 
in default under its indenture.  At that time, the Partnership 
was verbally informed by substantially all of its senior lenders 
that they did not intend to pursue their remedies under the 
current indenture due to nonpayment while discussions regarding 
the potential restructuring of the Partnerships indebtedness was 
continuing.  The Partnership also stated that it would not be 
making any further payments under the current indenture which 
also provided for a $1,250,000 payment on December 31, 1995 and 
for a $5,000,000 payment in 1996 paid quarterly under a defined 
formula.  As a result, at December 31, 1995, substantially all of 
the Partnerships outstanding indebtedness was classified as 
current while at December 31, 1996, following consummation of its 
reorganization plan, all of the Partnerships outstanding 
indebtedness was  classified as long-term.

NOTE 2.  GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General.  Huntway Partners is engaged primarily in the operation 
of a 6,000 barrel-per-day oil refinery located in Southern 
California and a 9,000 barrel-per-day oil refinery located in 
Northern California, which produce and sell refined petroleum 
products.  Also owned by the Partnership was an 8,500 barrel-per-
day refinery in Arizona, closed in 1993 (see Note 5, Plant 
Closure).  Huntway Partners has adopted a calendar year fiscal 
period.

The Partnership is subject to various environmental laws and 
regulations of the United States and the states of California and 
Arizona.  As is the case with other companies engaged in similar 
industries, the Partnership faces exposure from potential claims 
and lawsuits involving environmental matters.  These matters may 
involve alleged soil and water contamination and air pollution.  
The Partnerships policy is to accrue environmental and clean-up 
costs when it is probable that a liability has been incurred and 
the amount of the liability is reasonably estimable.

Total limited partnership units outstanding at December 31, 1996, 
was 25,342,654 while at December 31, 1995 and 1994 limited 
partnership units totaled 11,556,250.  As discussed in Note 1  
Basis of Presentation, as part of the 1996 restructuring, 
13,786,404 new units were issued effective December 30, 1996.

Principles of Consolidation.  The consolidated financial 
statements include the accounts of Huntway Partners and its 
subsidiary, Sunbelt Refining Company, L.P. ("Sunbelt").  All 
significant inter-company items have been eliminated in 
consolidation.

Exchange Transactions.  In connection with its refinery 
activities, the Partnership engages from time to time in exchange 
transactions common to the industry where crude oil or refined 
product is exchanged with other unrelated entities for similar 
commodities.  The accounting of such exchanges is based on the 
recorded value of the commodities relinquished.  There were no 
material exchange balances at December 31, 1996 or 1995. 

Environmental Costs.  The Partnership expenses or capitalizes 
costs associated with environmental clean-up and other repairs 
and maintenance at its refineries in accordance with Emerging 
Issues Task Force Topic 90-8 and exhibits thereto.

Turnaround Costs.  Cost of turnarounds, which consist of complete 
shutdown and inspection of a refinery unit for repair and 
maintenance, are deferred and amortized over the estimated period 
of benefit which generally ranges from 18 to 60 months.

Income Taxes.  No provision has been made for income taxes in the 
accompanying consolidated financial statements.  The taxable 
income or loss of the Partnership is allocated to each partner in 
accordance with the provisions of the Partnership agreement.

The taxable income or loss allocated to the partners in any one 
year may vary from the amount of income or loss reported for 
financial statement purposes, due to differences between the time 
that certain income and expense items are recognized and the time 
when they are reported for financial statement purposes.

The partnership agreement provides generally that income, loss 
and cash distributions be allocated 1 percent to the general 
partner and 99 percent to the limited partners.  In turn, each 
partners tax status will determine the appropriate income tax for 
that partners allocated share of Huntway Partners taxable income 
or loss.

Inventories.  Crude oil and finished product inventories are 
stated at cost determined by the last-in, first-out method (LIFO) 
, which is not in excess of market.

Management believes the LIFO method of accounting for inventories 
is preferable because it more closely matches revenues and 
expenses and reflects the prevailing practice in the petroleum 
industry.

The effect of LIFO in 1996 was to increase the net loss from 
operations by $1,022,000 and net loss per limited partners unit 
by approximately $.08 and in 1995 was to decrease the net loss 
and net loss per limited partner unit by approximately $33,000 
and less than 1/2 cent.  In 1994, the effect of LIFO was to 
increase the net loss and net loss per limited partner unit by 
approximately $1,184,000 and 10 cents.

Inventories at December 31, 1996 and 1995 were as follows:
<TABLE>
 <S>                                    <C>                   <C>					  
                                       	1996                 	1995                             

	Finished Products	                     $ 2,533,000	         	$2,295,000
	Crude Oil and Supplies                   3,058,000		          2,195,000
                                        		5,591,000	        	  4,490,000
	Less LIFO Reserve	                      (2,192,000	)        	(1,170,000	)
	Total	                                 $ 3,399,000         		$3,320,000
</TABLE>
		
Property and Depreciation.  Property is stated at cost and 
depreciated using the straight-line method over the estimated 
useful lives of the assets.  Facilities which are temporarily 
closed are retained in the property accounts as idle facilities 
and are depreciated.

Fair value of Financial Instruments.  The recorded values of 
accounts receivable, accounts payable and accrued expenses 
approximate their fair value based on their short-term nature.  
The recorded value of long-term debt approximates fair values as 
interest is tied to or approximates market rates.

Use of Estimates.  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 would differ from 
these estimates.  As discussed in Note 4, the Partnership has 
written down its investment in the Sunbelt Refinery based upon 
the best estimate of the outlook for the asphalt and light-end 
market in Arizona.

Property at December 31, 1996 and 1995 consisted of:
<TABLE>
<CAPTION>							
                         	Depreciable						
                         	Life	           		1996	        		1995
<S>                       <C>               <C>            <C>
Land	                                      	$	2,176,000  		$	2,176,000 
Buildings                	40 yrs.	            		887,000     			887,000 
Refineries and 
 Related Equipment	       40 yrs.	         		69,370,000  			66,730,000 
Other 	                   5 - 10 yrs.	      		1,130,000 		    	999,000 
Construction in Progress			                    	293,000	       444,000 
Idle Facilities (see Note 4)			              	1,227,000 		  	1,227,000 
							
                                         				75,083,000  			72,463,000 
Less Accumulated Depreciation							
   and Amortization			                     	(15,744,000) 		(13,786,000)
Property - Net                          			$	59,339,000 		$	58,677,000 
</TABLE>
							



Other Assets.  Other assets are stated at cost and amortized, 
where appropriate, using various methods over the useful lives of 
the assets.

Other assets at December 31, 1996 and 1995 consisted of:
<TABLE>
<CAPTION>						
                                           			1996	          		1995
<S>                                           <C>              <C>						
Computer Software		                           $	604,000 		     $	604,000 
Deposits	                                     		189,000       			442,000 
Other	                                         	348,000       			483,000 
                                           			1,141,000     			1,529,000 
Less Accumulated Amortization		               	(822,000)	     		(749,000)
Other Assets - Net	                          	$	319,000      		$	780,000 
</TABLE>
						
	 
Goodwill.  Goodwill is stated at cost and amortized using the 
straight-line method over a period of 40 years and relates to the 
Partnerships California refineries.   Huntway Partners refineries 
are designed to produce asphalt and unfinished light-end 
products, and accordingly, are not prone to obsolescence to the 
same degree as more sophisticated refineries.  The Partnership 
continually evaluates the existence of goodwill impairment on the 
basis of whether the goodwill is fully recoverable from 
projected, undiscounted net cash flows of the two refineries.  
The related accumulated amortization at December 31, 1996 and 
1995 was $528,000 and $471,000, respectively.

Interest Capitalization.  Huntway Partners and Sunbelt capitalize 
interest incurred in connection with the construction of refinery 
facilities. No interest was capitalized in 1996, 1995, or 1994.

Other Accrued Liabilities.  Included in other accrued liabilities 
at December 31, 1995, were accrued property taxes of $611,000 and 
at December 31, 1996, outstanding property taxes were not 
material.

Other Long-Term Obligations.  Included in other long-term 
obligations are amounts due to the state of Arizona under an 
agreement reached in 1993 relating to the Sunbelt Refinery.  
Included in current portion of long-term debt and other 
obligations is $100,000 at December 31, 1996 and 1995 relating to 
this settlement.

Reclassifications.  Certain items in the prior years financial 
statements have been reclassified to conform to the 1996 
presentation.

NOTE 3.  FINANCING ARRANGEMENTS

On December 30, 1996, the Partnership completed it restructuring 
of its indebtedness with its senior and junior lenders.  The 
restructuring was completed pursuant to the consummation of a 
prepackaged plan of reorganization.

As part of the restructuring warrants exercisable to purchase, an 
aggregate of 3,340,757 units and options held by management to 
acquire 1,022,000 units were cancelled.  The restructuring 
provided that new options to purchase 3,415,850 units at $.50 a 
unit were issued (2,815,850 issued to Huntway employees and 
management) while an option to purchase 546,059 units remained 
outstanding.  An option for 600,000 units was issued to a 
unitholder and consultant at $.50 a unit with the value of such 
option included in Related Costs of Refinancing.  Accordingly, 
as a result of the restructuring and assuming all outstanding 
options were exercised, total units outstanding increased from 
16,465,066 to 29,304,563.

The agreement provides that interest on the new debt will be 12% 
per annum which represents the current market rate for debt with 
similar terms and credit rating.  Interest on the senior debt is 
payable in cash payable 1/6 in the first and second fiscal 
quarters and 1/3 in the third and fourth fiscal quarter.

Accordingly, minimum quarterly cash interest payments on the 
senior debt will be approximately $440,000 at March 31 and June 
30, 1997 and $880,000 at September 30 and December 31, 1997.  In 
1996, no cash interest was paid on the senior debt, however, 
$2,354,000 in 1996 accrued interest was converted to long-term 
debt effective December 31, 1996.

The agreement also provides that in 1997, quarterly interest 
payments will be made against long-term debt based on a formula 
of 50% of excess cash flow as defined.  In 1998 through 2005, the 
agreement provides for annual sinking fund requirements to fully 
amortize all senior debt by December 31, 2005.  

The 12% junior subordinated debentures also mature on December 
31, 2005.  Under the agreement, no principal payments or 
prepayments will be made on the junior subordinated debenture 
until the senior secured notes are paid in full.  Interest on the 
junior subordinated debt at 12% is paid only in units based on a 
valuation of the unit price as determined on December 1 of each 
year.  Such payments in units shall not be anti-dilutive to the 
senior lender or the options held by management.

The agreement provides for a letter of credit facility of 
$17,500,000 through December 31, 1997.  This facility provides 
for crude purchase, hedging and other activities.  Fees for this 
facility are 2% on the face amount of any letter of credit issued 
up to an aggregate of $14,500,000 and 3% on any letter of credit 
issued above that amount.  The agreement also provides that all 
current assets of the Partnership, including cash will be made 
available to collateralize a replacement letter of credit 
facility subsequent to 1997.


The Partnerships debt as of December 31, 1996 and December 31, 
1995 consisted of the following:
<TABLE>
<CAPTION>                                                                                          
                                                   1996	        1995
<S>                                                <C>          <C>
12% Senior Secured Notes due December 31, 2005	    $17,254,000 	$         -
   Including 12% on Industrial Development Bond
   Less 1.75% Related Letter of Credit Fee and
   Annual Interest on IDB (3.5725% in 1996)

12% Junior Subordinated Debentures due 	             2,070,000           	-
   December 31, 2005

Series 1988 Variable Rate Demand Industrial         	8,600,000	   8,600,000
   Development Bonds (IDB) due September 1, 2008,
   Interest on the IDB is Payable Monthly at Rates 
   Determined Weekly Based on Market Rates for 
   Comparable Interest (4.3% and 5.75% at 
   December 31, 1996 and 1995, Respectively) and
   Collateralized by a Standby Letter of Credit
   Issued by a Bank.

8% Senior Secured Notes due December 31, 2000	              -   	24,904,000

Subordinated Secured Notes due December 31, 2008	           -   	53,254,000
   Bearing Interest at 4% Per Annum Until the 
   Earliest of December 31, 2000 or the Retirement 
   of the 8% Senior Secured Notes and Thereafter 
   at 121/2% Per Annum

Junior Subordinated Secured Debentures due	                 -  	  7,587,000
   December 31, 2020 and Bearing Interest at  4% 
   Per Annum until the Retirement of the Senior 
   Secured Notes and Thereafter at 12% Per Annum	   ___________	___________

Total                                            	 27,924,000	   94,345,000

Less Amount Classified as Current 	                         -	 	(94,345,000	)

Net Long-Term Debt	                               $27,924,000  	$         -
</TABLE>
All of the Partnerships assets serve as collateral for these 
issues.

Minimum required principal payments, as of December 31, 1996, 
under the Partnerships debt agreements are as follows:
<TABLE>
<S>                                       <C>
1997                                     	$         -
1998                                        3,232,000
1999                                        3,232,000
2000                                        3,232,000
2001 and Thereafter                      	 18,228,000
	                                         $27,924,000
</TABLE>
NOTE 4.  PLANT CLOSURE

In August 1993, the Partnership suspended operations at its 
Sunbelt refinery located in Coolidge, Arizona. The primary 
factors involved in this decision were poor margins at the 
facility, limited working capital availability and, to a lesser 
extent, the impact of an environmental lawsuit and investigation 
filed by the State of Arizona, which was settled in 1993.

Accordingly, at June 30, 1993, the Partnership wrote down the 
carrying value of the refinery and related assets by $13,413,000 
to their then estimated fair values as well as providing 
$2,600,000 for closure and maintenance costs during the shutdown 
period.

At December 31, 1995, pursuant to an evaluation of the operating 
potential of the facility, the plant was further written down by 
$9,492,000 to $1,227,000.  This write down considered, among 
other things, the outlook for the asphalt market in Arizona, the 
regulatory environment impacting both the plant operations as 
well as the formulation requirements of diesel and jet fuel in 
the markets the plant would serve, as well as the ability of the 
Partnership to market those products.  This evaluation indicated 
and it is the opinion of management that the likelihood of 
operation as a petroleum refinery in the future is remote, but 
that the facility may be operated effectively as a crude or 
products terminal and storage facility at some time in the 
future.

Through December 31, 1996, approximately $2,494,000 of closure 
and maintenance costs have been charged against the reserve.

NOTE 5.  PRIMARY AND EQUIVALENT UNITS OUTSTANDING, EARNINGS PER 
UNIT AND ALLOCATION OF INCOME AND LOSS

The 1996 debt restructuring increased limited partnership units 
outstanding by 13,786,404 to 25,342,654 from 11,556,250 effective 
December 30, 1996.  Additionally, as part of the restructuring 
warrants exercisable to purchase 3,340,757 units and options held 
by management to acquire 1,022,000 units were cancelled.  The 
debt restructuring provided that new options to purchase 
3,415,850 units at $.50 a unit were issued (2,815,450 issued to 
Huntway employees and management) while an option to purchase 
546,059 units remained outstanding. 

Earnings per unit is calculated based upon the weighted average 
number of limited partner equivalent units outstanding.  Limited 
partner equivalent units is calculated by adding to actual 
limited partnership units outstanding a general partnership 
interest representing an overall 1% interest.

For purposes of earnings per unit computation for the twelve 
months ended December 31, 1996 equivalent units outstanding 
totaled 12,944,000 versus 11,672,979 in 1995 and 1994. Had the 
newly-issued units and stock options been outstanding for all of 
1996, equivalent units outstanding would total 26,474,062.  
Accordingly, net income per unit for the year would have declined 
from $4.36 a unit to $2.13 a unit.

Generally, partnership income and loss are allocated 1% to the 
general partners and 99% to the limited partners.

NOTE 6.  LEASE COMMITMENTS

The Partnership has entered into certain ground leases for its 
refinery facilities.  Such leases range from five to 41 years in 
duration.  All such leases are classified as operating leases.

Future minimum annual rental payments required under operating 
leases, which have non-cancelable lease terms in excess of one 
year, as of December 31, 1996 are:
<TABLE>
<S>                                 <C>
1997                               	$  740,000     
1998                                  	347,000
1999                                   349,000
2000                                  	352,000
2001 and Beyond                    	   834,000

Total                              	$2,622,000
</TABLE>
The Partnership also leases a deep water terminal facility in 
Benicia, California.  Under terms of the lease agreement, the 
Partnership pays minimum annual lease payments of approximately 
$539,000 through the year 2031, subject to an escalation clause.  
This lease is cancelable upon one years notice and is accounted 
for as an operating lease.

Rental expense for all operating leases (some of which have terms 
of less than a year) was $1,046,000, $1,022,000 and $1,259,000 
for the years ended December 31, 1996, 1995 and 1994, 
respectively.

NOTE 7.  PROFIT SHARING AND TAX DEFERRED SAVINGS (401K) PLAN AND 
PENSION PLAN

The Partnership has a profit sharing and tax deferred savings 
(401K) plan and a defined contribution pension plan.  The 
Partnership contributions to the plans generally vest to 
participants on the basis of length of employment.  Beginning in 
1994, the Partnership matches up to 2% of participants base 
compensation to the tax deferred savings (401K) plan.

Profit sharing contributions by the Partnership will be made from 
profits in an amount up to 10 percent of the aggregate base 
compensation of all participants in the plan, not to exceed the 
Partnership current net income. No contributions were made to the 
plan during the last three years.

The Partnership also makes a minimum pension contribution equal 
to 4%  (5% prior to December 31, 1994) of participants base 
compensation which is made each year regardless of current 
profits or losses.  

The amount of the Partnership contributions to the plans charged 
to income for the years ended December 31, 1996, 1995 and 1994 
were $275,000, $218,000, and $205,000, respectively.

NOTE 8. CONTINGENCIES

As the Partnership business is the refining of crude oil into 
liquid asphalt and other light-end products, it is subject to 
certain environmental laws and regulations.  Accordingly, 
adherence to environmental laws and regulations creates the 
opportunity for unknown costs and loss contingencies to arise in 
the future.  Unknown costs and loss contingencies could also 
occur due to the nature of the Partnerships business.  The 
Partnership is not aware of any costs or loss contingencies 
relating to environmental laws and regulations that have not been 
recorded in its financial statements.  However, future 
environmental costs cannot be reasonably estimated due to unknown 
factors.  Although environmental costs may have a significant 
impact on results of operations for any single period, the 
partnership believes that such costs will not have a material 
adverse effect on the Partnerships financial position.

The Partnership is party to a number of additional lawsuits and 
other proceedings arising out of the ordinary course of its 
business.  While the results of such lawsuits and proceedings 
cannot be predicted with certainty, management does not expect 
that the ultimate liability, if any, will have a material adverse 
effect on the consolidated financial position or results of 
operations of the Partnership.

NOTE 9.  UNIT OPTIONS 

In 1996, pursuant to the reorganization plan, the Partnership 
created a new option plan for its employees and management 
entitled the 1996 Huntway Employee Incentive Option Plan (the 
Plan).  The plan is administered by the Operating Committee or 
by a committee comprised of persons appointed by the Operating 
Committee.  The 1996 plan terminates on June 30, 2006.  No person 
serving on the Operating Committee or the plan committee, who is 
not an employee of Huntway, is eligible to participate in the 
plan.

The new plan was approved by the unitholders, senior lenders and 
junior lenders, among others, as well as by the U.S. Bankruptcy 
Court pursuant to the confirmation of the Partnerships 
prepackaged reorganization plan.

The new plan limits the number of common units which could be 
purchased under the plan to 4,000,000 common units and authorized 
out of this amount 2,815,850 units be issued commensurate with 
the confirmation of the Partnerships prepackaged plan of 
reorganization.  Accordingly, 2,815,850 units were granted on 
December 18, 1996 at an exercise price of $.50 per unit. All 
full-time employees of the Partnership at December 18, 1996 
received options under the plan.

Also, as part of this plan, 1,022,000 previously-issued options 
at exercise prices of $.625 and $1.00 per unit were cancelled, 
however, vesting rights under these prior options were retained 
as part of the new grant.  In addition, restructuring warrants 
exercisable to purchase an aggregate of 3,340,757 units held by 
the senior lenders were cancelled while an option to purchase 
546,059 units held by a unitholder and consultant remained 
outstanding.

Of the 2,815,850 units granted on December 18, 1996, 439,600 
units were fully vested at the date of grant with 2,376,250 units 
vesting on August 22, 1998.  In addition, an option for 600,000 
units was issued to a unitholder and consultant at $.50 a unit.

Options granted on December 18, 1996 at $.50 a unit pursuant to 
the reorganization plan were originally contemplated as part of 
the January 8, 1996 debt restructuring term sheet that had been 
approved by holders of 86% of senior debt and by all the 
Partnerships junior noteholders.  The market price of the 
Partnerships units at January 8, 1996 was $.375.  However, on 
December 18, 1996, the unit price was $.6875.  Accordingly, in 
accordance with Accounting Principles Board Opinion No. 25, 
$447,000 in deferred compensation expense will be charged against 
Partners capital through 1998 represented by the difference 
between the value of the units at the date of grant and the 
option price times the number of units vested under the plan.  In 
1996, $81,000 of such compensation expense was recorded.

The Partnership accounts for its plan in accordance with 
Accounting Principles Board Opinion No. 25.  Had compensation 
cost for the plan been determined consistent with Statement of 
Financial Accounting Standards No. 123, Accounting for Stock-
Based Compensation, pro forma net income and net income per unit 
would have been $56,262,000 and $4.35, respectively.

The weighted average fair value of stock options granted during 
1996 was $1,380,000.  The fair value of stock options was 
estimated on the grant date using the Black Scholes option 
pricing model with the following weighted average assumptions:  
Risk free interest rate of 7%; expected life of five years; and 
expected volatility of 73%.

NOTE 10.  SIGNIFICANT CUSTOMERS

One customer accounted for approximately 15% of revenues in 1996, 
17% in 1995, and 16% in 1994.
	


PART III

Item 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
	
None.

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Huntway Operating Committee

The Partnerships business and affairs are managed by Huntway 
Managing Partner, L.P. (the "Managing General Partner") rather 
than a board of directors. Similarly, the Managing General 
Partner is itself a partnership and its business and affairs are 
managed by its general partner, Reprise Holdings, rather than a 
board of directors.  However, Reprise Holdings, as sole general 
partner of the Managing General Partner, has established an 
operating committee (the "Operating Committee") to consult with 
Reprise Holdings with respect to the management of the Managing 
General Partner and the Partnership, and has elected the 
following individuals as members of the Operating Committee:

Juan Y. Forster, age 60, has been principally employed as the 
President and Chief Executive Officer of Huntway for the past 
eight years.

Samuel M. Mencoff, age 40, has been principally employed as a 
Vice President of Madison Dearborn Partners, Inc. since January, 
1993.  Prior to January, 1993, Mr. Mencoff served as Vice 
President of First Capital Corporation of Chicago (FCCC). Mr. 
Mencoff is sole director, President and Treasurer of Reprise 
Holdings and is a general partner of Madison Dearborn Partners 
III.

Justin S. Huscher, age 43, has been principally employed as a 
Vice President of Madison Dearborn Partners, Inc. since January, 
1993.  Prior to January, 1993, Mr. Huscher served as a Senior 
Investment Manager of First Chicago Investment Corporation, an 
affiliate of FCCC.  Mr. Huscher is Vice President and Secretary 
of Reprise Holdings and is a general partner of Madison Dearborn 
Partners III.

Raymond M. OKeefe, age 71, has been principally employed for the 
last six years as President and Chief Executive Officer of 
Rokmanage, Inc., a management services firm.  For that period and 
more than the last five years, Mr. OKeefe has served as President 
and Chief Executive Officer of A. J. Land Company and Harvard 
Gold Mining Company.

Members of the Operating Committee currently receive no 
compensation from the Partnership or the Managing General Partner 
for their services as members of the Operating Committee.  The 
Partnership reimburses the Operating Committee members for 
expenses incurred in connection with such services.

Section 16 of the Securities and Exchange Act of 1934, as 
amended, requires the Partnerships executive officers, members of 
the Operating Committee and persons who beneficially own greater 
than 10% of the Units to file reports of ownership and changes in 
ownership with the SEC.  Based solely upon its review of copies 
of the Section 16 reports the Partnership has received, the 
Partnership believes that during its fiscal year ended December 
31, 1994, all of its executive officers, members of the Operating 
Committee and greater than 10% beneficial owners were in 
compliance with their filing requirements


Partnership Officers

The following list sets forth: (i) the name and age of each 
officer of the Partnership; (ii) the year in which each such 
person first joined the Partnership; and (iii) all positions with 
the Partnership presently held by each person named.
<TABLE>
<CAPTION>
                        			 Year Joined
Name                   	Age Huntway	Office    
<S>                     <C> <C>     <C>
Juan Y. Forster        	60	1979     	President & Chief Executive Officer
Lucian A. Nawrocki     	51	1982     	Executive Vice President, 
                            							  Asphalt  Sales
Warren J. Nelson 		     46	1993    		Executive Vice President 
                                     & Chief Financial Officer
Terrance L. Stringer	   55	1992    		Executive Vice President
Charles R. Bassett     	61	1982     	Manager of Operations/Benicia
William G. Darnell     	60 1982     	Vice President & General
                            							  Manager/Benicia
Earl G. Fleisher       	46	1991     	Controller and Tax Manager
Michael W. Miller      	38	1979     	Manager of Operations/Wilmington
</TABLE>
Each of the persons named above has had the position with Huntway 
set forth above for the past five years, except as follows:

Lucian A. Nawrocki has been employed as the Executive Vice 
President of Asphalt Marketing since 1993.  From 1982 to 1993, he 
served as Manager of Asphalt Sales at the Wilmington refinery.

Warren J. Nelson served as Executive Vice President and Chief 
Financial Officer of Everest and Jennings International, Ltd, 
from 1990 to 1992, as Acting Chief Financial Officer, Controller 
and Chief Accounting Officer of Smith International, Inc. in 
1990, and as Controller and Chief Accounting Officer of Smith 
International, Inc. from 1988 through 1989.

Terrance L. Stringer served for three years as Vice President, 
Supply and Marketing with Golden West Refining prior to joining 
Huntway in early 1992.  Prior to that he served in a variety of 
management positions with TOSCO Corporation.

Earl G. Fleisher joined Huntway as Tax Manager in May of 1991 and 
was appointed Controller in 1993.  Prior to joining Huntway, Mr. 
Fleisher was employed by Deloitte & Touche, LLP from 1979 to 
1991.

Item 11.  EXECUTIVE COMPENSATION

Operating Committee Compensation

The Company does not pay any salaried employee of the Company 
additional compensation for service on the Operating Committee, 
and does not pay any fee for participation on, or as a result of, 
attending Operating Committee meetings for those members of the 
Operating Committee who are not salaried employees of the 
Company.  The Committee does reimburse Operating Committee 
members for out-of-pocket costs associated with attending 
Operating Committee meetings (such as travel costs, food and 
lodging).

Compensation Committee Interlocks and Insider Participation

Messrs. Mencoff, OKeefe and Forster are members of the 
Compensation and Benefits Committee.  During 1995, neither Mr. 
Mencoff or Mr. OKeefe were officers or employees of the Company, 
or any of its subsidiaries, nor did any of them have any 
relationship with the Company requiring disclosure by the Company 
under Item 404 of Regulation S-K.  From 1987 through the present, 
Mr. Forster has been President and Chief Executive Officer of the 
Company.

Executive Compensation

Cash Compensation

The following summary compensation table shows certain 
compensation information for the Chief Executive Officer and the 
four other most-highly compensated officers.  The information 
includes the dollar value of base salaries, bonus awards and 
long-term incentive plan payments, the number of stock options 
granted and certain other compensation paid during the fiscal 
years ended December 31, 1996, 1995 and 1994.
<TABLE>
SUMMARY COMPENSATION TABLE							
<CAPTION>
                                                             							Long-Term
                                			Annual Compensation				          Compensation
                                			Salary    		Bonus(1)  	Other Annual	Option
Name and Principal Position 	Year	 $ 		        $         	Compensation(2)
                                                                   	Grants(3)
<S>                          <C>   <C>         <C>        <C>       <C>
J. Y. Forster		              1996	 $280,659 		 $111,000 	 $18,500 	 560,250 
	President and Chief 
 Executive Officer	          1995	  260,474         		-  	 18,500      	 -   
	                           	1994 	 256,000        		 -       	 -      	 -   
							
L. A. Nawrocki		             1996 	 150,614   		 56,000       	 -  272,500 
	Executive Vice President 
 Asphalt                    	1995	  135,000 		        -       	 -      	 -   
	Marketing	                  1994 	 129,000        		 -       	 -      	 -   
							
W. J. Nelson		               1996 	 205,284(4) 	 76,000  	 18,500	 615,000 
	Executive Vice President 
 and                        	1995	  155,000        		 -    18,500      	 -   
	Chief Financial Officer    	1994	  155,000        		 -       	 -      	 -   
							
T. L. Stringer             		1996 	 179,898   		 70,000  	 18,500  295,000 
	Executive Vice President 
 Supply and                 	1995 	 162,000 		        -  	 18,500      	 -   
	Planning	                   1994 	 159,000 	       	 -       	 -      	 -   
							
W. G. Darnell		              1996 	 117,987   		 50,000       	 -  192,500 
	Vice President and General 
 Manager  --	                1995 	 110,000 		        -       	 -      	 -   
	Benicia                    	1994	  104,000        		 -       	 -      	 -   
							

</TABLE>
(1)	Bonus paid in cash totaled $35,000 for Mr. Forster, $25,000 
for Mr. Nawrocki, $35,000 for Mr. Nelson, $43,000 for Mr. 
Stringer and $22,000 for Mr. Darnell.  The balance of 1996 
bonus award of $76,000 for Mr. Forster, $31,000 for Mr. 
Nawrocki, $41,000 for Mr. Nelson and $28,000 for Mr. Darnell 
will be paid in cash based on an evaluation of Partnership 
cash flow but no later than December 31, 1998.
(2)	All amounts shown represent increased monthly compensation 
of $1,850 beginning March 1995 for Mr. Forster, Mr. Nelson 
and Mr. Stringer in lieu of receiving Company-paid 
automobiles.  Company-paid automobiles were provided for 
Forster, Nelson and Stringer in 1994 and through February 
1995 and are still currently being provided to Mr. Nawrocki 
and Mr. Darnell as they were in 1994 and 1995.
(3) 1995 and 1996 grants vest on August 22, 1998.
(4) Includes $16,667 in retroactive salary adjustment earned in 
1995 but paid in 1996.

The following table sets forth the option grants made to the 
named executive officers of Huntway during the last fiscal year.  
There were no other long-term incentive plan grants made during 
1996.
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR							
					
<CAPTION>
                         							% of Total             				Potential Realizable	
               					Number of 		Options                				Value at Assumed	
               					Securities		Granted to	             			Annual Rates of Stoc
               					Underlying		EmployeesExercise	        	Appreciation for Opt 
Name and       					Options   		in FiscalPrice	  ExpirationTerm (2)
Principal Position  Granted(1)  Year  $ per Unit	Date     	5%        	10%
<S>                 <C>         <C>   <C>        <C>       <C>        <C>
J. Y. Forster	   		 560,250   		20%   $0.500    	12/18/06	 $173,678 	 $448,200 
	President and										
		Chief Executive Officer								
			
L. A. Nawrocki  			 272,500   		10%		  0.500    	12/18/06  	 84,475  	 218,000 
	Executive Vice President								
 Asphalt Marketing									
		
W. J. Nelson	  				 615,000   		22%		  0.500    	12/18/06 	 190,650  	 492,000 
	Executive Vice President and							
				
	Chief Financial Officer								
			
												
T. L. Stringer					 295,000   		10.5%  0.500    	12/18/06	   91,450  	 236,000 
	Executive Vice President								
			
	Supply and Planning									
		
												
W. G. Darnell				 	 192,500   		7%	  	 0.500    	12/18/06  	 59,675  	 154,000 
	Vice President and 									
		
	General Manager -- Benicia							
				
												
Total	       				 2,815,850   		69.5%                    	 $599,928 $1,548,200 
</TABLE>

(1)	Non-qualified options were granted at $.50 a unit on December 
18, 1996 when unit price on that date was $.6875.  Options 
vest on August 22, 1998.  In the event of any change of 
control of the Partnership, as defined, then each option will 
immediately become fully exercisable as of the date of the 
change of control.
(2)	5% compounded growth results in final unit price of $.81 and 
10% compounded growth results in final units price of $1.30.

The following table sets forth the aggregate options exercised in 
the last fiscal year and fiscal year end option values for the 
named executive officers.
<TABLE>
AGGREGATED OPTIONS EXERCISES IN LAST FISCAL YEAR				
							
AND FISCAL YEAR END OPTION VALUES							
<CAPTION>				
											
											
         					Shares            		Number of Securities	    		Value of Unexer In-
          				Acquired	          	Underlying Unexercised			  The-Money Opts at 
Name and			 		on       	Value	    Options at Fiscal Year End	Fiscal Year End(1)
Position      Exercise	 Exercised Exercisable	Unexercisable	Exercis Unexe
<S>           <C>       <C>       <C>         <C>           <C>     <C>
J. Y. Forster	 -      	 -       	 78,750 	    481,500    		 $24,570 $150,228 
	President and										
	Chief Executive Officer								
		
											
L. A. Nawrocki -      	 -       	 27,500 	    245,000     		 8,580 	 76,440 
	Executive Vice President								
		
	Asphalt Marketing									
	
											
W. J. Nelson		 -      	 -      	 125,000 	    490,000    		 39,000  152,880 
	Executive Vice President and							
			
	Chief Financial Officer								
		
											
T. L. Stringer -      	 -       	 50,000 	   245,000    		 15,600 	 76,440 
	Executive Vice President								
		
	Supply and Planning									
	
											
W. G. Darnell -       	 -       	 20,000 	  170,000     		 6,240 	 53,040 
	Vice President and 									
	
	General Manager -- Benicia							
			
											
Total	  				 -        	 -   	    301,250	 1,631,500 	 	 $93,99 	 $509,028 
</TABLE>
(1) Based on the closing price of $.812 of the common units on 
the New York Stock Exchange on December 31, 1996.

Compensation Pursuant to Plans

Pension Plan.  The Partnership currently has in effect a defined 
contribution pension plan as well as a 401-K deferred savings and 
profit sharing plan.  Pursuant to the terms of the pension plan, 
each year Huntway contributes to the plan an amount equal to 4% 
of each employees annual base compensation which includes base 
salary and overtime, but excludes any cash bonuses.  Each full-
time employee of Huntway participates in the pension plan.  
Contributions made to the pension plan vest in equal increments 
over a period beginning upon completion of two years of service 
and ending upon completion of seven years of service.  The terms 
of the 401-K deferred savings plan provide that the Partnership 
match the employees contributions up to 2% of qualifying 
compensation.  For the year ended December 31, 1995, Huntway paid 
or accrued $60,000 to these plans on behalf of its officers as a 
group.


Item 12.  Principal Unitholders

The following tables set forth information regarding the number 
of Limited Partnership Units owned as of March 4, 1997 by each 
person known by the Partnership to be the beneficial owner of 
more than five percent of all Limited Partnership Units 
outstanding.  Except as indicated below, each of the persons 
named in the table has sole voting and investment power with 
respect to the Units set forth opposite his or its name.
<TABLE>
Beneficial Ownership
                                                                   
<CAPTION>								         	
	Beneficial Owner	Units	Interest

	Common Units:
 <S>                                 <C>                   <C>
	First Capital Corporation	          5,238,534	(1)	        20.67%
	of Chicago
	One First National Plaza
	Chicago, IL  60670

	Bankers Trust Company	              6,928,417	(2)        	27.34%
	280 Park Avenue
	New York, New York 10017

	Massachusetts Mutual Life          	3,830,279	(2)        	15.11%
	Insurance Company
	1295 State Street
	Springfield, MA  01111
	
	Mr. Andre Danesh	                   2,060,059	(3)	        7.80%
	Allied Financial Corp.
	1583 Beacon Street
	Brookline, MA  02146

	All Officers and Operating         	4,603,028	(2)(4)    	16.35%
	Committee Members as a Group 
	(12 persons)	
</TABLE>
   
1) Includes 653,286 units held by Reprise Holdings, Inc.  First 
Capital Corporation of Chicago and Madison Dearborn Partners 
III own all of the outstanding common stock of Reprise 
Holdings, Inc.
2) Includes 62,500 and 446,973 Units held by Madison Dearborn 
Partners VI and Madison Dearborn Partners III, respectively.  
Samuel M. Mencoff and Justin S. Huscher, members of the 
Operating Committee, serve as general partners of such 
entities but disclaim beneficial ownership of Units held by 
such entities.  Also includes 653,286 Units held by Reprise 
Holdings, Inc.  Mr. Mencoff is the President and sole director 
of Reprise Holdings, Inc.  See also Note 1 above.  Mr. Mencoff 
disclaims beneficial ownership of the Units held by Reprise 
Holding, Inc.
3) Includes options to acquire 1,146,059 units exercisable at 
$.50 a unit.
4) Includes options to acquire 2,815,850 Units exercisable at 
$.50 a unit.
 


Item 13.  Certain Transactions

None.

	Exhibit
Number	Description of Exhibit 	


PART IV

Item 14.  Exhibits, Financial Statement Schedules
and Reports on Form 8-K

The financial statement schedules and exhibits listed below are filed as a 
part of this annual report.
		

(a)(2) Financial Statements Schedules
	
	None

The financial statements schedules of the Partnership are omitted because of 
the absence of the conditions under which they are required or because the 
required information is included in the financial statements or notes thereto.

(a)(3) Exhibits

Exhibit
Number	Description of Exhibit 	

	3.1	Amended and Restated Agreement of Limited Partnership of 	Huntway 
		Partners, L.P. (incorporated by reference herein to Exhibit A to 
the Prospectus included in the Registration Statement on Form S-1, 
filed September 26, 1988, Registration
		No. 33-24445).

 	3.2	Huntway Partners, L.P. Bylaws (incorporated by reference 
		herein to Exhibit 3.2 of the Registration Statement on 
		Form S-1, as amended by Amendment No. 2, filed November 2, 
		1988, Registration No. 33-24445).

 	3.3	Amendment of Agreement of Limited Partnership of Huntway 
		Partners, L.P. dated as of December 20, 1989 (incorporated 
		by reference herein to Exhibit 3.3 of the Annual Report on 
		Form 10-K, filed March 30, 1990, Commission file No. 1-10091)

	3.4	Amendment of Agreement of Limited Partnership of Huntway 
		Partners, L.P. dated as of December 12, 1996 (incorporated 
		by reference herein to Appendix E of the Consent Solicitation and 
Disclosure Statement on Schedule 14A, filed October 15, 1996, 
Commission 
		file No. 1-10091)

	 4	Deposit Agreement by and among Huntway Partners, L.P., 
		Bankers Trust Company and Huntway Managing Partner, L.P. 
		(incorporated by reference herein to Exhibit 4 of the Annual 
		Report on Form 10-K, filed March 29, 1989, Commission file 
		No. 1-10091)



Exhibit
Number	Description of Exhibit 	

	10.1	Amended and Restated Agreement of Limited Partnership of 
		Huntway Managing Partner, L.P. dated as of December 22, 
		1989 (incorporated by reference herein to Exhibit 10.1 of 
		the Annual Report on Form 10-K, filed March 30, 1990, 
		Commission file No. 1-10091)

	10.2	Amended and Restated Agreement of Limited Partnership of 
		Huntway Holdings, L.P. dated as of December 22, 1989 
		(incorporated by reference herein to Exhibit 10.12 of 
		the Annual Report on Form 10-K, filed March 30, 1990, 
		Commission file No. 1-10091)

	10.3	Second Amended and Restated Agreement of Limited Partnership 
		of Sunbelt Refining Company, L.P. (incorporated by reference 	
		herein to Exhibit 10.8 of the Annual Report on Form 10-K, 
		filed March 30, 1990, Commission file No. 1-10091)

10.4	Amended and Restated Ground Lease dated as of July 31, 
		1987 by and between Industrial Asphalt and Huntway Refining 
		Company (incorporated by reference herein to Exhibit 10.7 
		of the Registration Statement on Form S-1, filed September 26, 
		1988, Registration No. 33-24445).

10.5	Huntway Partners, L.P. Amended and Restated Profit Sharing 
		and Tax Deferred Savings Plan (incorporated by reference 
		herein to Exhibit 10.2 of the Annual Report on Form 10-K, 
		filed March 29, 1989, Commission file No. 1-10091)

10.6	Huntway Partners, L.P. Money Purchase Pension Plan 
		(incorporated by reference herein to Exhibit 10.4 of the 
		Registration Statement on Form S-1, filed September 26, 
		1988, Registration No. 33-24445).

	10.7	Indenture dated as of December 12, 1996 between the Registrant and 
Fleet National Bank, relating to the 12% Senior Secured Notes Due 
2005, including related security documents, guaranties and forms 
of securities (Incorporated by reference herein to Exhibit 4.1 of 
the report on Form 8-K filed December 27, 1996, Commission File 
No. 1-0091)
 
10.8 Indenture dated as of December 12, 1996 between the Registrant and 
IBJ Schroder Bank & Trust Company, relating to the Junior 
Subordinated Notes Due 2005, including the forms of security. 
(Incorporated by reference herein to Exhibit 4.2 of the report on 
Form 8-K filed December 27, 1996, Commission File No. 1-0091)

10.9 Registration Rights Agreement dated as of December 12, 1996 by and 
among Huntway Partners, L.P. and certain of its security holders 
named therein. (Incorporated by reference herein to Exhibit 4.4 of 
the report on Form 8-K filed December 27, 1996, Commission File 
No. 1-0091)

	

	Exhibit
Number	Description of Exhibit 	

	10.10	Unitholders Agreement dated as of December 12, 1996 by and among 
Huntway Partners, L.P. and certain of its Unitholders named 
therein. (Incorporated by reference herein to Exhibit 4.3 of the 
report on Form 8-K filed December 27, 1996, Commission File No. 1-
0091)

10.11	Letter of Credit and Reimbursement Agreement Dated as of 
		June 22, 1993 between Huntway Partners, L.P., Sunbelt 
		Refining Company, L.P. and Bankers Trust Company 
		(incorporated by reference herein to Exhibit 10.31 of the 
		Current Report on Form 8-K, filed July 13, 1993, Commission 
		file No. 1-10091)


10.12 	First Amendment to Letter of Credit and Reimbursement Agreement Dated as
  of December 12, 1996 between Huntway Partners, L.P., Sunbelt Refining
  Company, L.P. and Bankers Trust Company                                 52

10.13	Huntway Partners, L.P. 1996 Employee Incentive Option Plan dated as of 
December 12, 1996 (incorporated by 
reference herein to Appendix C of the Consent Solicitation and Disclosure 
Statement on Schedule 14A filed 
October 15, 1996.  Commission file No. 1-10091).	

10.14 	Indemnification Agreement dated as of November 9, 1988 
		(incorporated by reference herein to Exhibit 10.12 of the 
		Annual Report on Form 10-K, filed March 29, 1989, 
		Commission file No. 1-10091)

10.15	Definitive Agreement between Huntway Partners, L.P. and 
		Reprise Holdings, L.P. dated as of May 3, 1990 
		(incorporated by reference herein to Exhibit 10.14 of 
		the Quarterly Report on Form 10-Q, filed May 15, 1990, 
		Commission file No. 1-10091)			

	10.16	Termination Agreement (incorporated by reference herein to 
		Exhibit 10.41 of the Current Report on Form 8-K, filed 
		July 13, 1993, Commission file No. 1-10091)

	21	Schedule of Subsidiaries (incorporated by reference herein to 
		Exhibit 22 of the Registration Statement on Form S-1, as 
		amended by Amendment No. 2, filed November 2, 1988, 
		Registration No. 33-24445).

	99.1	Complaint in Neal v. Forster, et al., No. 92-7264 SVW 
		(C.D. Cal.) (incorporated by reference herein to Exhibit 
		28.5 of the Current Report on Form 8-K, filed March 1, 1993, 
		Commission file No. 1-10091)

	

Exhibit
Number	Description of Exhibit 	

99.2	Complaint in Van Elgort et al. v. Huntway Partners, L.P., 
		et al., No. 92-7314R (C.D. Cal.) (incorporated by 
		reference herein to Exhibit \28.6 of the Current Report 
		on Form 8-K, filed March 1, 1993, Commission file No. 1-10091)


(b)	Reports on Form 8-K

SIGNATURES


	Pursuant to the requirements of Section 13 or 15(d) of the 
Securities Exchange Act of 1934, Huntway Partners, L.P. has duly 
caused this report to be signed on its behalf by the undersigned, 
thereunto duly authorized, on the 31st day of March, 1997.


					HUNTWAY PARTNERS, L.P.


					By:	/s/ Juan Y. Forster			
						Juan Y. Forster
						Chairman of the Operating Committee
								President and Chief 
Executive Officer         
											


	Pursuant to the requirements of the Securities Exchange Act 
of 1934, this report has been signed below by the following 
persons on behalf of the registrant and in the capacities 
indicated on March 31, 1997.


          Signature                              Title
        

                        	
/s/ Juan Y. Forster	
Juan Y. Forster			Member of Operating Committee 
and
			Chief Executive Officer

/s/ Warren J. Nelson	
Warren J. Nelson			Executive Vice President and
			Chief Financial and Accounting 
Officer

/s/ Justin S. Huscher	
Justin S. Huscher 		Member of Operating Committee


/s/ Samuel M. Mencoff	
Samuel M. Mencoff 		Member of Operating Committee


/s/ Raymond M. OKeefe	
Raymond M. OKeefe 		Member of Operating Committee

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