HANDY HARDWARE WHOLESALE INC
POS AM, 1999-04-29
HARDWARE & PLUMBING & HEATING EQUIPMENT & SUPPLIES
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     As filed with the Securities and Exchange Commission on April 29, 1999
                           Registration Statement No. 333-25285

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


                         Post-effective Amendment No. 2
                                       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 Incorporation)     Houston, Texas  77061         (I.R.S. Employer
                             (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.                       Bo C. Chandler
   8300 Tewantin Drive                              Jenkens & Gilchrist, 
    Housston, Texas 77061                         A Professional Corporation
      (713) 644-1495                              1100 Louisiana, Suite 1800
(Name, address and telephone                        Houston, Texas 77002 
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 such 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.  333-25285 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
6, 1997 and terminated on April 30, 1999.

     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                             hereby
                                                                  registered           No. sold         deregistered
<S>                                                                <C>                  <C>                <C>
Class A Common Stock                                                1,490                 870                620
Class B Common Stock                                               14,593               7,255              7,338
Preferred Stock                                                    14,341               7,515              6,826
</TABLE>





<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
April 29, 1999.

                                     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.

<TABLE>
<CAPTION>
Signature                         Title                               Date
- ---------                         -----                               ----
<S>                           <C>                                <C>

/s/ James D. Tipton           President, Chief Executive         April 29, 1999
- -------------------           Officer and Director
James D. Tipton

/s/ Tina S. Kirbie            Chief Financial and                April 29, 1999
- -------------------           Accounting Officer
Tina S. Kirbie

/s/ Weldon D. Bailey*         Director                           April 29, 1999
- -------------------
Weldon D. Bailey

/s/ Norman J. Bering, II*     Director                           April 29, 1999
- -------------------
Norman J. Bering, II

/s/ Susie Bracht-Black*       Director                           April 29, 1999
- -------------------
Susie Bracht-Black

/s/ Virgil H. Cox*            Director                           April 29, 1999
- -------------------
Virgil H. Cox
<PAGE>

/s/ Samuel J. Dyson*          Director                           April 29, 1999
- -------------------
Samuel J. Dyson

/s/ Robert L. Eilers*         Director                           April 29, 1999
- -------------------
Robert L. Eilers

/s/ Richard A. Lubke*         Director                           April 29, 1999
- -------------------
Richard A. Lubke
<PAGE>

/s/ Jimmy T. Pate*            Director                           April 29, 1999
- -------------------
Jimmy T. Pate

/s/ Leroy Wellborn*           Director                           April 29, 1999
- -------------------
Leroy Wellborn
</TABLE>

*By:  /s/ James D. Tipton
      ---------------------
      Attorney-in-Fact pursuant to power of
      attorney contained in original filing of
      this Registration Statement


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