<PAGE> OMB Number 3235-0104
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Reporting Person
Westcliff Partners, L.P.
(Last) (First) (Middle)
200 Seventh Avenue, Suite 105, Santa Cruz, CA 95062
2. Date of Event Requiring Statement (Month/Day/Year) 6-1-98
3. IRS or Social Security Number of Reporting Person (Voluntary) _______
4. Issuer Name and Ticker or Trading Symbol
Huntway Refining Company (HWY)
5. Relationship of reporting person to issuer
(Check all applicable)
____ Director XXX 10% Owner
____ Officer (give ____ Other (specify
title below) below)
______________________
6. If Amendment, Date of Original (Month/Day/Year) ______________________
7. Individual or Joint/Group Filing (Check Applicable line)
XX Form filed by one Reporting Person
____ Form filed by More than One Reporting Person
<PAGE>
FORM 3 (continued) Page 2 of 3 Pages
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security Common Stock
2. Amount of Securities Beneficially Owned (Inst. 4) 924,100
3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) D
4. Nature of Indirect Beneficial Ownership (Inst. 5) ______________________
___________________________________________________________________________
Reminder: Report on a separate line for each class of
securities beneficially owned directly or indirectly. (Over)
* If the form is filed by more than one reporting person,
see Instruction 5(b)(v). SEC 1473 (7-96)
<PAGE>
FORM 3 (continued) Page 3 of 3 Pages
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security ___________________________________________
2. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable Expiration Date
_______________ ____________________
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
Title ____________________________ Amount or Number of Shares __________
4. Conversion or Exercise Price of Derivative Security _________________
5. Ownership Form of Derivative Security:
Direct (D) or Indirect (I) (Instr. 5) _________________
6. Nature of Indirect Beneficial Ownership (Instr. 5) _________________
_____________________________________________________________________________
Explanation of Responses: WESTCLIFF PARTNERS, L.P.
By: Westcliff Capital Management, LLC
General Partner
By: /s/ Richard S. Spencer III 6-10-98
Richard S. Spencer III, Manager Date
**Signature of Reporting Person
** Intentional misstatements or omissions of facts constitute
Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, See Instruction 6 for procedure.
Potential persons who are to respond to the collection
of information contained in this form are not required
to respond unless the form displays a currently valid OMB Number.
C:\DMS\3804\008\0267928.WP
