SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AVIATION DISTRIBUTORS, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
05366P101
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 (the "Act"), or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO.05366P101 Amendment No. 1 to 13G
(1) Name of Reporting Person H.W. Partners, L.P.
I.R.S. Identification
No. of Above Person (entities only) N/A
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(2) Check the Appropriate Box if a (a) [ ]
Member of a Group* (b) [ x ]
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(3) SEC Use Only
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(4) Citizenship or Place of Organization Texas
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Number of Shares
Beneficially
Owned by Each
Reporting Person
With: (5) Sole Voting Power 0
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(6) Shared Voting Power 0
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(7) Sole Dispositive Power 0
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(8) Shared Dispositive Power 0
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(9) Aggregate Amount Beneficially Owned
by Each Reporting Person 0
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(10) Check Box if the Aggregate Amount in [ ]
Row (9) Excludes Certain Shares*
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(11) Percent of Class Represented by 0
Amount in Row (9)
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(12) Type of Reporting Person* PN
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* SEE INSTRUCTIONS
<PAGE>
CUSIP NO.05366P101 Amendment No. 1 to 13G
Item 5. Ownership of 5% or less of a Class:
If this statement is being filed to report the
fact that as of the date hereof the reporting person
has ceased to be the beneficial owner of more than 5
percent of the class of securities, check the
following [ X ].
Item 10. Certifications:
By signing below, the undersigned certifies that, to the
best of their knowledge and belief, the securities referred to
above were acquired in the ordinary course of business and were
not acquired for the purpose of and do not have the effect of
changing or influencing the control of the Issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.
Date: February 12, 1999
HW PARTNERS, L.P.
By: HW FINANCE, L.L.C.,
its general partner
By: /s/ CLARK K. HUNT
-----------------------------
Clark K. Hunt, Manager
Attention: Intentional misstatements or
omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001)
