HUNTWAY PARTNERS L P
10-Q, 1996-05-13
PETROLEUM REFINING
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

                

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

                 


For the Quarter Ended March 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, Suite 322  
Newhall, California 
(Address of Principal Executive Offices)
91381
(Zip Code)                     
                                   					      

Registrant's Telephone Number Including Area Code:  (805) 286-
1582

                  


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      .








QUARTERLY REPORT ON FORM 10-Q

HUNTWAY PARTNERS, L.P.

For the Quarter Ended March 31, 1996

                        


INDEX


												
Part I.  Financial Information							          
Page

	Condensed Consolidated Balance Sheets as
	  of March 31, 1996 and December 31, 1995	3

	Condensed Consolidated Statements of
	  Operations for the Three Months
	  Ended March 31, 1996 and 1995	4 

	Condensed Consolidated Statement of 
	  Partners' Capital (Deficiency) for the Three Months
	  Ended March 31, 1996	4 

	Condensed Consolidated Statements of Cash
	  Flows for the Three Months Ended
	  March 31, 1996 and 1995	5 

	Notes to Condensed Consolidated
	  Financial Statements	6

	Management's Discussion and Analysis
	  of Results of Operations and
	  Financial Condition	8


Part II.  Other Information	12

<TABLE>
HUNTWAY PARTNERS, L.P. 			
				
CONDENSED CONSOLIDATED BALANCE SHEETS			
				
(in thousands) 			
				
				
			
				
<CAPTION>			
                                          			March 31,	 		December 31,	
                                          			1996     	 		1995	
		                                          	(Unaudited) 	(Audited)	
<S>                                          <C>          <C>
CURRENT ASSETS:			
				
 Cash	                                      	$	2,826     		$	4,304 	
 Accounts Receivable	                        		5,101      			4,820 	
 Inventories	                                		5,101      			3,320 	
 Prepaid Expenses                              		912        			676 	
 Total Current Assets	                      		13,940     			13,120 	
				
			
PROPERTY - Net	                             		58,687     			58,677 	
				
			
OTHER ASSETS	                                  		902        			780 	
				
			
GOODWILL	                                    		1,801      			1,816 	
				
			
TOTAL ASSETS                              		$	75,330    		$	74,393 	
				
			
				
			
CURRENT LIABILITIES:			
				
 Accounts  Payable       	                  	$	8,641    		$	6,582 	
 Current Portion of Long-Term Obligations	  		94,345    			94,445 	
 Reserve for Plant Closure	                    		159       			164 	
 Accrued Interest	                           		2,519     			1,417 	
 Other Accrued Liabilities	                  		2,049     			1,949 	
 Total Current Liabilities	                		107,713   			104,557 	
				
			
LONG-TERM OBLIGATIONS	                         		350       			350 	
 				
			
PARTNERS' CAPITAL:			
				
 General Partners	                            		(327)     			(305)	
 Limited Partners	                         		(32,406)  			(30,209)	
 Total Partners' Capital (Deficiency)	     		(32,733)	  		(30,514)	
TOTAL LIABILITIES AND			
				
PARTNERS' CAPITAL                         		$	75,330   		$	74,393 	
				
</TABLE>
				
			
<TABLE>
HUNTWAY PARTNERS, L.P.								
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS					
			
(in thousands)								
<CAPTION>								
                                       				March 31,			March 31,	
                                       				1996     			1995	
                                       				Unaudited			Unaudited	
<S>	                                       <C>         <C>							
SALES	                                   		$	17,209  		$	12,278 	
								
COSTS AND EXPENSES:								
 Material and Processing Costs		           		16,758   			12,768 	
    Selling and Administration Expenses		     		866     		1,081 	 
    Interest Expense	                      			1,289    			1,255 	
    Depreciation and Amortization		           		515      			562 	
								
Total Costs and Expenses	                 			19,428   			15,666 	
								
NET LOSS                                 			$	2,219   		$	3,388 	
								
NET LOSS PER UNIT                         			$	0.19    		$	0.29 	
								
LIMITED PARTNER EQUIVALENT								
UNITS OUTSTANDING	                        			11,673   			11,673 	
</TABLE>
								

<TABLE>
HUNTWAY PARTNERS, L.P. 									
		
CONDENSED CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL 
(DEFICIENCY)											
(in thousands)											
<CAPTION>											
                                     					General	    		Limited			
                                     					Partners   			Partners	 		Totals
<S>                                       <C>           <C>         <C>											
Balance at January 1, 1996		            		$	(305)     		$	(30,209)		$	(30,514)
 								 			 
Net Loss for the Three Months								
			
    Ended March 31, 1996                					(22)       			(2,197)  			(2,219)
											
Balance at March 31, 1996	             			$	(327)     		$	(32,406)		$	(32,733)
</TABLE>
											
<TABLE>
HUNTWAY PARTNERS, L.P. 					
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS				
	
(in thousands) 					
					
<CAPTION>					
                                         		Three	       		Three
                                         		Months Ended			Months Ended
                                         		March 31,   			March 31,
                                         		1996        			1995
                                         		(Unaudited) 			(Unaudited)
<S>                                        <C>            <C>

CASH FLOWS FROM OPERATING ACTIVITIES:					
Net Loss                                  	$	(2,219)    		$	(3,388)
 Adjustments to Reconcile Net Loss		 			 
 to Net Cash Provided by Operating Activities:		 	
		 
 Interest Expense Paid by the Issuance of Notes			           		596 
 Depreciation and Amortization                		515         			562 
 Changes in Operating Assets and Liabilities:			
		 
 Increase in Accounts Receivable             		(280)       			(278)
 Increase in Inventories                   		(1,747)     			(1,193)
 Increase in Prepaid Expenses                		(239)        			(53)
 Decrease in  Reserves for Plant Closure       		(5)        			(28)
 Increase in Accounts Payable               		2,060         			374 
 Increase in Accrued Liabilities            		1,201          			66 
 	 	 			 
NET CASH USED BY OPERATING ACTIVITIES        		(714)     			(3,342)
					
CASH FLOWS FROM INVESTING ACTIVITIES:					
    Additions to Property	                    	(492)      			(107)
    Additions to Other Assets	                	(172)      			(140)
 	 				 
NET CASH USED BY INVESTING ACTIVITIES	        	(664)      			(247)
 		 			 
CASH FLOWS FROM FINANCING ACTIVITIES:		 			 
     Repayment of Long-term Obligations      		(100)      			(123)
 		 			 
NET CASH USED  BY FINANCING ACTIVITIES       		(100)      			(123)
 		 			 
NET DECREASE IN CASH	                       	(1,478)    			(3,698)
 	 	 			 
CASH BALANCE - BEGINNING OF PERIOD          		4,304      			5,984 
 					
CASH BALANCE - END OF PERIOD               	$	2,826     		$	2,286 
					
INTEREST PAID  IN CASH DURING THE PERIOD     	$	187       		$	682 
</TABLE>
					
					

					
HUNTWAY PARTNERS, L.P. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(All dollar amounts in thousands)
                                                                              

1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	The accompanying condensed consolidated financial statements 
of Huntway Partners, L.P. and subsidiary as of March 31, 1996 and 
for the three month periods ended March 31, 1996 and 1995 are 
unaudited, but in the opinion of management, reflect all 
adjustments necessary for a fair presentation of such financial 
statements in accordance with generally accepted accounting 
principles.  The results of operations for an interim period are 
not necessarily indicative of results for a full year.  The 
condensed consolidated financial statements should be read in 
conjunction with the consolidated financial statements and notes 
thereto contained in the Partnership's annual report for the year 
ended December 31, 1995.

	Crude oil and finished product inventories are stated at 
cost determined by the last-in, first-out method, which is not in 
excess of market.  For the first quarter of 1996 and 1995, the 
effect of LIFO was to increase the net loss by $653,000 and to 
decrease the net loss by $616,000, respectively.

	Inventories at March 31, 1996 and December 31, 1995 were as 
follows:
<TABLE>
<CAPTION>
                                   			1996    		1995
<S>                                   <C>       <C>
Finished Products                  		 $3,904 		 $2,295 
Crude Oil and Supplies	              	 3,020  		 2,195 
                                    		 6,924  		 4,490 
Less LIFO Reserve	                  	 (1,823)		 (1,170)
				
Total                              		 $5,101 		 $3,320 
</TABLE>
				
2.  FINANCIAL ARRANGEMENTS

	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 
Partnership's indebtedness was continuing.  The Partnership also 
stated that it would not be making any further payments under the 
current indenture which provided for payment of $5,000,000 in 1996 
paid quarterly under a defined formula.  As a result, at December 
31, 1995 and March 31, 1996, substantially all of the 
Partnership's outstanding indebtedness was classified as current.  
These discussions culminated in the April 15, 1996 announcement 
as described below regarding the potential restructuring of the 
Partnership's indebtedness.

	On April 15, 1996, the Partnership announced that it had 
reached agreement with three of its four senior lenders, 
representing 86% of its senior debt, to restructure its 
indebtedness over a ten-year period.

The agreement specifies, among other things, that total debt 
will be reduced from $95.5 million to $25.6 million effective 
January 1, 1996.  The new debt will carry an interest rate of 
12%.

Had this restructuring agreement been in effect during the 
quarter ended March 31, 1996, interest expense would have been 
reduced by $454,000 and the net loss for the period would have 
been $1,765,000.  Current liabilities, as of March 31, 1996, 
would have been $10,849,000, long-term obligations would have 
been $26,385,000 and Partners' equity would have been 
$38,076,000.

The agreement also specifies that no cash interest will be 
paid in 1996 unless cash at December 31, 1996
exceeds $6,000,000.  Cash in excess of $6,000,000 at 
December 31, 1996, net of funding capital expenditures (not to 
exceed $4,150,000), will be paid to the lenders on January 15, 
1997.  Such payment will replace, dollar for dollar, required 
debt amortization in year three and of the agreement.  In 1997, 
the Partnership is obligated to pay cash interest and debt 
amortization based on 50% of excess cash flow as defined.  The 
agreement also specifies that Huntway can borrow up to an 
additional $4.2 million in 1996 for plant expansion, working 
capital and to finance inventory growth.  Such short-term 
borrowings must be fully repaid by December 31, 1996.  The 
Partnership is seeking to obtain this financing.

The Partnership is seeking to obtain the approval of its 
remaining senior lender to the restructuring agreement.  However, 
if the Partnership is unable to obtain unanimous approval of the 
agreement, it will consider all alternatives available, including 
the filing of a "prepackaged" plan of reorganization under the 
U.S. Bankruptcy Code.

In that regard, the senior lenders who have agreed to the 
consensual restructuring plan have said that they will vote for a 
prepackaged plan of reorganization that would implement the terms 
of the consensual restructuring plan, subject to compliance with 
required solicitation procedures.  Any such prepackaged plan will 
provide for the continuing and timely payment in full of all of 
the Partnership's obligations to suppliers, other creditors 
(including all trade creditors) and employees.

If the Partnership is forced to file a prepackaged plan of 
reorganization, it will seek the court's approval to implement 
terms of the consensual restructuring plan without unanimous 
senior lender approval.  Under applicable bankruptcy law, a plan 
of reorganization must be approved by the affirmative vote of 2/3 
in dollar amount and 1/2 in number of each class of security holders 
which is impaired under the plan.  The senior debt and the common 
units will be the only classes of the Partnership's securities 
that will be impaired under the prepackaged plan.  As described 
above, senior lenders representing 86% in dollar amount and 75% 
in number have said they would vote for the plan.  Management of 
the Partnership believes that the terms of the prepackaged plan 
are favorable to the Partnership's existing common unit holders 
and expects that common unit holders will also approve the 
prepackaged plan, if a prepackaged reorganization plan is 
required.  If a consensual agreement is arrived at such that a 
prepackaged reorganization plan is not required, the Partnership 
will, nevertheless, still seek unitholder approval of the 
restructuring plan.

At March 31, 1996, the cash position of the Partnership was 
$2.8 million.  In the opinion of management, assuming completion 
of the debt restructuring (which provides for no principal and 
interest payments on indebtedness during 1996), cash on hand, 
together with anticipated cash flow in 1996, will be sufficient 
to meet Huntway's liquidity obligations for the next 12 to 24 
months.
 
3.  CONTINGENCIES

	On May 19, 1995, during testing pursuant to the closure of a 
waste water treatment pond, the Partnership discovered that 
several drums of hazardous materials had been improperly disposed 
of at the site of the Wilmington refinery.  Subsequent 
geophysical testing to date indicates that approximately 20 to 30 
of such drums had been improperly disposed of at the site.  The 
materials had been stored in drums and disposed of under the 
waste water treatment pond apparently at the time of its 
construction.  The Partnership believes that it has 
claims against the former owners and operators of the site, as 
well as the entities involved in the construction of the pond and 
various insurance carriers which should substantially mitigate 
the ultimate costs.  As of March 31, 1996, the Partnership has 
paid approximately $38,000 for evaluation and remediation of the 
contamination and has accrued an additional $287,000.  Management 
does not believe, based upon the information known at this time, 
that the remediation effort will have a material adverse effect 
on the Partnership's results of operations or financial position.

	The Partnership is party to a number of 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. 


MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
RESULTS OF OPERATIONS AND FINANCIAL CONDITION


	The following discussion should be read in conjunction with 
the financial statements included elsewhere in this report.

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. 

	Huntway's 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 
Huntway's other refined petroleum products) generally fluctuate 
with crude oil price levels.  Accordingly, 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 Huntway's 
future operations including the possibility of further increases 
in crude costs that may not be able to be passed 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 reduce 
crude purchases which could adversely impact results of 
operations.  The Partnership's primary product is liquid asphalt.  
Most of Huntway's 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 have in the future, 
difficulty raising prices in the face of increasing crude costs.

Three Months Ended March 31, 1996 Compared with the Three Months 
Ended March 31, 1995

	The 1996 first quarter net loss was $2,219,000, or 19 cents 
per unit, versus a 1995 first quarter net loss of $3,388,000, or 
29 cents per unit.

	The improvement in results between quarters of $1,169,000 is 
principally attributable to significantly reduced rainfall in the 
first quarter of 1996 versus the first quarter of 1995.  The 
first quarter of 1995 was characterized by unseasonably high 
rainfall which severely curtailed paving asphalt sales and forced 
the sale of significant amounts of low-margin fuel oil in order 
to maintain cash flow.  Accordingly, sales of paving and other 
asphalts increased by 140,000 barrels, or 62%, to 365,000 barrels 
in the first quarter of 1996 from 225,000 barrels in the first 
quarter of 1995.  Fuel oil sales fell in the current quarter by 
91,000 barrels to 58,000 barrels from 149,000 barrels in the 
comparable quarter of 1995.  Overall, asphalt sales increased 
between quarters by 48,000 barrels, or 13%.

	The following table sets forth the effects of changes in 
price and volume on sales and material and processing costs on 
the quarter ended March 31, 1996 as compared to the quarter ended 
March 31, 1995:
<TABLE>
<CAPTION>											
                                   			   			Material &			        		Barrels
                              			Sales	   		Processing 	Net	    	  Sold
			(In Thousands)								
											
<S>                              <C>        <C>         <C>								<C>
Quarter ended March 31, 1995	   	$	12,278 		$	12,768  		$	(490)  		750 
											
    Effect of changes in price	   		2,688   			1,658  			1,030 		
    Effect of changes in volume	  		2,243   			2,332    			(89)	  	137 
											
Quarter ended March 31, 1996   		$	17,209 		$	16,758   		$	451   		887 
</TABLE>
											
As reflected in the table, the net margin between sales and 
material and processing costs improved from a negative $.65 per 
barrel for the first quarter of 1995 to $.51 per barrel for the 
first quarter of 1996.  This improvement in net margin of 
$941,000 is primarily attributable to the Partnership's increased 
sales of higher margin products due to improved weather 
conditions in the first quarter of 1996 as compared to the first 
quarter of 1995 as discussed above.  Sales prices averaged $19.40 
per barrel for the first quarter of 1996 as compared to $16.37 
per barrel for the comparable quarter of 1995, an increase of 
$3.03, or 19%.  This increase in pricing was partially offset by 
increased material and processing costs which averaged $18.89 and 
$17.02 for the quarter ended March 31, 1996 and 1995, 
respectively, an increase of $1.87, or 11%.

	Selling, general and administrative costs decreased $215,000 
compared to the first quarter of 1995 as 1996 received the 
benefit of the recovery of a previously written-off receivable of 
$70,000 as well as a reduction in professional fees.

	Interest expense and depreciation and amortization expense 
were generally consistent with the prior year.  Interest expense 
in the first quarter does not reflect the impact of the reduced 
debt level contemplated in the proposed financial restructuring 
described in Note 2, "Financial Arrangements".  Had the 
restructuring been completed at the beginning of 1996, first 
quarter interest expense would have been $835,000 versus 
$1,289,000 incurred in the first quarter of 1996, or a difference 
of $454,000, or $.04 per unit.

	Because of the foregoing, as well as other factors affecting 
the Partnership's 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 primary factors that affect the Partnership's cash 
requirements and liquidity position are fluctuations in the 
selling prices of our refined products caused by local market 
supply and demand factors, including public and private demand 
for road construction and improvement as well as 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. In addition, capital expenditure 
requirements, including costs to maintain compliance with 
environmental regulations as well as debt service requirements, 
also impact the Partnership's cash needs.

	In the first three months of 1996, operating activities 
consumed $714,000 in cash primarily resulting from the period's 
net loss of $2,219,000 offset by non-cash items of $515,000.  
Seasonal increases in accounts receivable and inventory of 
$2,027,000 were financed by similar seasonal increases in 
accounts payable which increased by $2,060,000.  Prepaid expenses 
increased by $239,000 primarily due to turnaround costs.  Accrued 
interest increased by $1,102,000 as interest continues to accrue 
under the existing debt agreement until the proposed debt 
restructuring is completed as described below. 

	Investing activities consumed $664,000 during the first 
three months of 1996 primarily for refinery equipment and 
deposits.

	Financing activities consumed $100,000 in the first three 
months of 1996 pursuant to a 1993 settlement with the State of 
Arizona. 

	In comparison, through the first three months of 1995, 
operating activities consumed $3,342,000 in cash primarily 
resulting from the period's net loss of $3,388,000 offset by non-
cash items of $1,158,000. Inventory and accounts receivable 
increased by $1,471,000 through the first quarter of 1995 due to 
higher seasonal factors. These items were offset by increased 
accounts payable of only $374,000 due to lower crude purchases in 
March of 1995 due to heavy rainfall and lower sales.  Accrued 
interest increased by only $66,000 as the Partnership made its 
scheduled debt payment on March 31, 1995 of $500,000 in cash and 
$596,000 in notes.

	Investing activities consumed $247,000 during the first 
quarter of 1995 primarily for refinery equipment.

	Financing activities consumed an additional $123,000 in the 
first quarter of 1995 consisting primarily of principal payments 
on the priority secured notes.

As described below, the Partnership has reached an agreement 
in principle with three of its four senior lenders, representing 
86% of its senior debt, to restructure its indebtedness over a 
ten-year period.  The Partnership has also reached agreement with 
the holders of its junior subordinated debt on the restructuring 
plan described below.

On April 15, 1996, the Partnership announced that it had 
reached an agreement in principle to restructure its indebtedness 
with its current lenders.  The agreement, which is subject to 
final documentation and unitholder approval, will reduce total 
indebtedness from $95.5 million at December 31, 1995 to $25.6 
million effective January 1, 1996.  Under the agreement, the new 
debt will carry an interest rate of 12%.  The new debt will 
mature ten years from date of closing, or December 31, 2005, and 
will amortize ratably over years three through ten of the 
agreement.  No cash interest will be paid in 1996 unless cash  
at December 31, 1996 exceeds $6,000,000.  
Cash in excess of $6,000,000 at December 31, 1996 net of funding 
capital expenditures (not to exceed $4,150,000) will be paid to 
the lenders on January 15, 1997.  Such payment will replace, 
dollar for dollar, required debt amortization in year three of 
the agreement.  In 1997, the Partnership is obligated to pay cash 
interest and debt amortization based on 50% of excess cash flow 
as defined.  The agreement also specifies that Huntway can borrow 
up to an additional $4.2 million in 1996 for plan expansion, 
working capital and to finance inventory growth.  Such short-term 
borrowings must be fully repaid by December 31, 1996.  The 
Partnership is currently in the process of seeking to obtain this 
financing.

The Partnership will issue approximately 13.8 million new 
units to its lenders, including approximately 1.1 million to its 
junior noteholders as part of this transaction.  The Partnership 
currently has approximately 11.6 million units outstanding.  
Additionally, the Partnership will retire approximately 3.9 
million warrants previously distributed to its lenders.  After 
the transaction, approximately 1.1 million of new warrants will 
be outstanding at a price of $.50 a unit.  The agreement also 
specifies that management will be issued options to acquire units 
representing 10% of the fully-diluted equity of the Partnership 
(inclusive of options already issued) at an exercise price of 
$.50 per unit.

The Partnership has been seeking to negotiate with its the 
one remaining uncommitted senior lender (representing 14% of the 
senior debt) to secure its agreement to the restructuring plan 
reached with the other senior lenders.  Presently, the 
Partnership has been unable to secure this lender's approval of 
the restructuring plan.  The Partnership has pursued and 
continues to pursue the agreement of this remaining senior lender 
to the consensual restructuring plan.

However, if the Partnership is unable to obtain the 
unanimous approval of its senior lenders to the consensual 
restructuring plan, it will consider all alternatives available 
to achieve the goals of the current plan, which will include 
seeking to implement the plan without unanimous approval through 
the filing of a "prepackaged" plan of reorganization under the 
U.S. Bankruptcy Code.  In that regard, the senior lenders who 
have agreed to the consensual restructuring plan have said that 
they will vote for a prepackaged plan of reorganization that 
would implement the terms of the consensual restructuring plan, 
subject to compliance with required solicitation procedures.  Any 
such prepackaged plan will provide for the continuing and timely 
payment in full of all of the Partnership's obligations to 
suppliers, other creditors (including all trade creditors) and 
employees.

If a prepackaged joint plan of reorganization is required, 
it will require substantial resources, both in terms of 
professional fees and management time, and could create 
additional uncertainty, which effects would adversely affect 
operating results.

If the Partnership is forced to file a prepackaged plan of 
reorganization, it will seek the court's approval to implement 
terms of the consensual restructuring plan without unanimous 
senior lender approval.  Under applicable bankruptcy law, a plan 
of reorganization must be approved by the affirmative vote of 2/3 
in dollar amount and 1/2 in number of each class of security holders 
which is impaired under the plan.  The senior debt and the common 
units will be the only classes of the Partnership's securities 
that will be impaired under the prepackaged plan.  As described 
above, senior lenders, representing 86% in dollar amount and 75% 
in number, have said they would vote for the plan.  Management of 
the Partnership believes that the terms of the prepackaged plan 
are favorable to the Partnership's existing common unit holders 
and expects that common unit holders will also approve the 
prepackaged plan, if required.  If a consensual agreement is 
arrived at such that a prepackaged reorganization plan is not 
required, the Partnership will, nevertheless, still seek 
unitholder approval of the restructuring plan.

The Partnership's current debt agreement provides for a 
$17,500,000 letter of credit facility (LC).  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 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 are 
adequate.  If crude oil prices continue to increase, the 
Partnership would be required to reduce its crude oil purchases 
which would adversely impact profitability.





PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

	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 other than as previously reported. 

Item 2.  Changes in Securities

	Not applicable.

Item 3.  Defaults Upon Senior Securities

	Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders

	Not applicable.

Item 5.  Other Information

     	None.

Item 6. Exhibits and Reports on Form 8-K

		(a) Exhibits

			None

		(b) Reports on Form 8-K

			None



SIGNATURES


	Pursuant to the requirements of the Securities Exchange Act 
of 1934, the registrant has duly caused this report to be signed 
on its behalf by the undersigned, thereunto duly authorized, on  
May 13, 1996.


										HUNTWAY PARTNERS, L.P.
          (Registrant)	




        			By:	/S/ Warren J. Nelson						                               
	 										   Warren J. Nelson
											    Executive Vice President 
											    and Chief Financial Officer
											    (Principal Accounting Officer)









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