HANDY HARDWARE WHOLESALE INC
POS AM, 1997-05-15
HARDWARE & PLUMBING & HEATING EQUIPMENT & SUPPLIES
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    As filed with the Securities and Exchange Commission on May 15, 1997.

                                             Registration Statement No. 33-78556
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------

                        POST-EFFECTIVE AMENDMENT NO. 3 TO
                                    FORM S-2
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                            -------------------------

                         HANDY HARDWARE WHOLESALE, INC.
               (Exact name of Registrant as specified in charter)

  Texas                        8300 Tewantin Drive                74-1381875
(State of                     Houston, Texas  77061           (I.R.S. Employer
Incorporation                    (713) 644-1495              Identification No.)
                        (Address and telephone number of
                    Registrant's principal executive offices)
                            -------------------------

           James D. Tipton                                   Copy to:
              President                                 Donald W. Brodsky
   Handy Hardware Wholesale, Inc.                      Deidre L. Treadwell
         8300 Tewantin Drive                           Jenkens & Gilchrist,
         Houston, Texas 77061                       A Professional Corporation
           (713) 644-1495                           1100 Louisiana, Suite 1800
                                                      Houston, Texas 77002
(Name, address and telephone number
       of agent for service)
                            -------------------------

         Approximate  date of  commencement  of proposed sale to the public:  As
soon as practicable after the effective date of this Registration Statement.

         If any of the  securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933, check the following box: [X]

         If the  Registrant  elects  to  deliver  its  latest  annual  report to
security holders, or a complete and legible facsimile thereof,  pursuant to Item
11(a)(1) of this Form, check the following box: [X]

         The Registrant hereby amends this  Registration  Statement on such date
or dates as may be necessary to delay its  effective  date until the  Registrant
shall file a further amendment which specifically  states that this Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the Securities  Act of 1933, or until the  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.



<PAGE>



                         HANDY HARDWARE WHOLESALE, INC.

                       Deregistration of Unsold Shares of
                   Class A Common Stock, Class B Common Stock
                               and Preferred Stock

         Pursuant to this Registration Statement No. 33-78556 on Form S-2, Handy
Hardware  Wholesale,  Inc.,  a Texas  corporation  (the  "Company"),  registered
certain  shares of its Class A Common Stock,  Class B Common Stock and Preferred
Stock for offering to the Company's member-dealers.  The offering commenced June
30, 1994 and terminated on April 30, 1997.

         The  Company  hereby  deregisters  the shares of Class A Common  Stock,
Class B Common  Stock and  Preferred  Stock that were not sold  pursuant  to the
Registration Statement, as summarized below:

<TABLE>
<CAPTION>
                                                                                                       No unsold &
                                                               No. originally          No.                hereby
                                                                 registered           sold             deregistered
                                                               --------------        ------            ------------
<S>                                                                <C>               <C>                   <C>
Class A Common Stock                                                2,200             2,080                  120
Class B Common Stock                                               20,000            17,662                2,338
Preferred Stock                                                    25,000            18,233                6,767
</TABLE>


                                       -2-

<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant,  Handy Hardware  Wholesale,  Inc.,  certifies that it has reasonable
grounds to believe that it meets all of the  requirements for filing on Form S-2
and has duly caused this  registration  statement  to be signed on its behalf by
the  undersigned,  thereunto  duly  authorized in the City of Houston,  State of
Texas on May 14, 1997.

                                           HANDY HARDWARE WHOLESALE, INC.

                                           /s/ James D. Tipton
                                           -------------------------------------
                                           James D. Tipton
                                           President and Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.


         Signature                           Title                     Date
- -----------------------------      ----------------------------    -------------

                                   President, Chief Executive      May 15, 1997
    /s/ James D. Tipton            Officer and Director
- -----------------------------
      James D. Tipton

   /s/ Tina S. Kirbie               Chief Financial and            May 15, 1997
- -----------------------------       Accounting Officer
       Tina S. Kirbie

    /s/ Weldon D. Bailey            Director                       May 15, 1997
- -----------------------------
       Weldon D. Bailey

   /s/ Norman J. Bering, II         Director                       May 15, 1997
- -----------------------------
     Norman J. Bering, II

    /s/ Susie Bracht-Black          Director                       May 15, 1997
- -----------------------------
     Susie Bracht-Black

     /s/ Virgil H. Cox              Director                       May 15, 1997
- -----------------------------
       Virgil H. Cox

    /s/ Samuel J. Dyson             Director                       May 15, 1997
- -----------------------------
       Samuel J. Dyson

    /s/ Robert L. Eilers            Director                       May 15, 1997
- -----------------------------
       Robert L. Eilers

    /s/ Phil M. Grothues            Director                       May 15, 1997
- -----------------------------
       Phil M. Grothues

        /s/ Larry Ward              Director                       May 15, 1997
- -----------------------------
          Larry Ward

      /s/ Leroy Wellborn            Director                       May 15, 1997
- -----------------------------
        Leroy Wellborn


                                       -3-

<PAGE>


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