HAHN AUTOMOTIVE WAREHOUSE INC
10-Q, 2000-05-12
MOTOR VEHICLE SUPPLIES & NEW PARTS
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               SECURITIES AND EXCHANGE COMMISSION

                    WASHINGTON, D.C.  20549

                           FORM 10-Q

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


For Quarterly Period Ended                        March 31, 2000

Commission File Number                                 0-2098

                HAHN AUTOMOTIVE WAREHOUSE, INC.
     (Exact name of Registrant as specified in its charter)

     NEW YORK                                     16-0467030
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)

415 West Main Street           Rochester, New York   14608
    (Address of principal executive offices)       (Zip Code)

                          (716)235-1595
        (Registrant's telephone number, including area code)

<PAGE 1>




Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  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

Number  of  shares outstanding of the registrant's common  stock,
par value $.01 per share, on May 12, 2000;  4,745,014.

                 HAHN AUTOMOTIVE WAREHOUSE, INC.
                              Index




PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

          Condensed Consolidated Balance Sheets -
          March 31, 2000 and September 30, 1999

          Condensed Consolidated Statements of Operations -
           for  the  six months and three months ended March  31,
           2000 and March 31, 1999

          Condensed Consolidated Statements of Cash Flows -
          for the six months ended March 31, 2000      and
          March 31, 1999

          Condensed Consolidated Statements of Comprehensive
          Income - for the six months and three months ended
          March 31, 2000 and March 31, 1999

          Notes to Condensed Consolidated Financial Statements


Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations

<PAGE 2>






PART II.  OTHER INFORMATION

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

Item 5.   Other

Item 6.   Exhibits and Reports on Form 8-K

SIGNATURES


<TABLE>


     HAHN AUTOMOTIVE WAREHOUSE, INC.
  CONDENSED CONSOLIDATED BALANCE SHEETS
    (In Thousands, except share data)
<CAPTION>
                 ASSETS                     3/31/00     9/30/99
                                          (Unaudited
                                               )
<S>                                       <C>           <C>
Current Assets:
  Cash                                           $78        $81
 Marketable Securities                           725        685
 Trade Accounts Receivable (Net of
  Allowance for Doubtful Accounts)            16,766     17,577
  Inventory                                   42,567     44,501
  Other Current Assets                         3,063      3,009
Total Current Assets                          63,199     65,853

Property, Equipment, and Leasehold
  Improvements, net                            6,329      6,892
Other Assets                                   6,977      6,978

                                             $76,505    $79,723
LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
  Current portion of long-term debt
  and capital lease obligations               $1,322     $1,541
  Accounts payable                            11,928     12,377
  Compensation related liabilities             1,428      1,673
  Discontinued Operations                        214        604
  Other accrued expenses                       3,671      4,271
Total Current Liabilities                     18,563     20,466

Obligations Under Credit Facility             35,832     36,611
Notes Payable-Officers and
  Affiliates                                   1,720      1,736
Long-Term Debt                                 1,579      1,704
Capital Lease Obligations                      2,996      3,196
Other Liabilities                              2,150      2,237
Total Liabilities                             62,840     65,950

Shareholders' Equity:
  Common stock (par value $.01 per
  share; authorized 20,000,000
 shares; issued and outstanding
  4,745,014)                                      47         47
Additional Paid-in Capital                    25,975     25,975
Retained Earnings                            (12,473)   (12,339)
Accumulated Other Comprehensive
  Income                                         116         90
Total Shareholders' Equity                    13,665     13,773

                                             $76,505    $79,723


</TABLE>

<PAGE 3>

<TABLE>

HAHN AUTOMOTIVE WAREHOUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, except for share and per share data)
(Unaudited)
<CAPTION>
                                             For the 6
                                            Months Ended
                                        March 31,     March 31,
                                          2000         1999
<S>                                   <C>            <C>

Net sales                                   $60,425      $62,216
Cost of Products Sold                        37,129       38,917

Gross Profit                                 23,296       23,299

Selling, General and
  Administrative Expense                     20,876       21,384
Depreciation and Amortization                   895          807

Operating Income                              1,525        1,108

Interest Expense                             (1,920)      (1,805)
Interest and Service Charge
  Income                                        179          156


Income (Loss) Before Taxes                     (216)        (541)

Income Taxes (Refundable)                       (82)        (206)


Net Income (Loss)                             ($134)       ($335)


Basic and Diluted Earnings Per
  Share:

Net Income (Loss)                            ($0.03)      ($0.07)

Basic and Diluted Weighted
  Average Number of Shares                4,745,014    4,745,014


HAHN AUTOMOTIVE WAREHOUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, except for share and per share data
(Unaudited)
<CAPTION>
                                              For the 3
                                            Months Ended
                                        March 31,     March 31,
                                          2000          1999
<S>                                   <C>            <C>

Net sales                                   $30,927      $32,347
Cost of Products Sold                        19,065       20,433

Gross Profit                                 11,862       11,914

Selling, General and
  Administrative Expense                     10,433       10,801
Depreciation and Amortization                   430          419

Operating Income                                999          694

Interest Expense                               (979)        (885)
Interest and Service Charge
  Income                                         77           83


Income (Loss) Before Taxes                       97         (108)

Income Taxes (Refundable)                        38          (41)


Net Income (Loss)                               $59         ($67)


Basic and Diluted Earnings Per
  Share:

Net Income (Loss)                             $0.01       ($0.01)

Basic and Diluted Weighted
  Average Number of Shares                4,745,014    4,745,014


</TABLE>

<PAGE 4>


<TABLE>


   HAHN AUTOMOTIVE WAREHOUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(In Thousands)
(Unaudited)

<CAPTION>
                                      6 Mo. Ended    6 Mo. Ended
                                         3/31/00      3/31/99
<S>                                   <C>            <C>
Cash flows from operating
 activities:
 Net income (Loss)                           ($134)       ($335)
 Adjustments to reconcile net
  income to net cash provided
  by operating activities:

   Depreciation and amortization               895          807
 Provision for doubtful
  accounts and notes                           273          314

Change in assets and liabilities:
 Trade receivables                             538         (356)
 Inventory                                   1,934         (175)
 Other assets                                 (223)          56
 Accounts payable and other
  accrued expenses                          (1,785)         383

Net cash provided by
 operating activities                        1,498          694

Cash flows from investing
 activities:
 Additions to property, equip.
 and leasehold improvements, net              (162)        (292)
Net cash used in investing
 activities                                   (162)        (292)

Cash flows from financing
 activities:
 Net borrowings under (payment
 of) line of credit                           (781)        (446)
 Proceeds from long-term debt
  and demand notes                               0          182
 Payments of long-term debt and
  demand notes                                (296)        (115)
 Payment of notes payable-
  officers and affiliates                      (80)         (73)
 Payment of capital lease
  obligations                                 (182)        (165)
Net cash used in
 financing activities                       (1,339)        (617)

Net increase (decrease) in cash                 (3)        (215)
Cash at beginning of year                       81          329

Cash at end of period                           78          114

Supplemental disclosures of cash
 flow information
  Cash paid during the quarter
  for:
    Interest                                $1,740       $1,630

    Income taxes paid                          $26          $12

</TABLE>

<PAGE 5>


                 HAHN AUTOMOTIVE WAREHOUSE, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                         (In Thousands)
                           (Unaudited)



                          For the Six Months For the Three Months
                            ended March 31        ended March 31

                          2000        1999        2000    1999


Net Income (Loss)          ($134)    ($335)       $59    ($67)

Unrealized Gain (Loss)
on Marketable Securities,
Net of Tax                   $26      ($43)       $46    ($26)

Comprehensive Net Income
(Loss)                     ($108)    ($378)       $105   ($93)




<PAGE 6>



                 HAHN AUTOMOTIVE WAREHOUSE, INC.
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.  Summary of Significant Accounting Policies

Basis of Presentation

The  condensed interim consolidated financial statements included
herein have been prepared by the Company, without audit, pursuant
to  the  rules  and  regulations of the Securities  and  Exchange
Commission.    The  interim  financial  statements  reflect   all
adjustments which are, in the opinion of management, necessary to
fairly  present such information.  Although the Company  believes
that  the  disclosures  included  on  the  face  of  the  interim
consolidated financial statements and in the footnotes herein are
adequate  to  make  the  information  presented  not  misleading,
certain   information   and   footnote   disclosures,   including
significant  accounting policies, normally included in  financial
statements   prepared  in  accordance  with  generally   accepted
accounting principles, have been condensed or omitted pursuant to
such  rules and regulations.  It is suggested that all  condensed
consolidated  financial statements contained herein  be  read  in
conjunction  with the financial statements and the notes  thereto
included in the Company's Annual Report for the fiscal year ended
September  30, 1999, on Form 10-K, filed with the Securities  and
Exchange Commission, Washington, D.C. 20549. This information may
be  obtained through the web site of  the Securities and Exchange
Commission, EDGAR Filing section, at http://www.sec.gov.

Operating results for the six month period ended March  31,  2000
are  not  necessarily  indicative of  the  results  that  may  be
expected for the entire fiscal year.

2.  Earnings Per Share

The  Company  presents earnings per share ("EPS")  in  accordance
with  Statement  of Financial Accounting Standards  ("SFAS")  No.
128,   "Earnings   per  Share".  SFAS  No.  128   requires   dual
presentation  of  basic EPS and diluted EPS on the  face  of  the
statements of operations.  Basic EPS is computed using net income
(loss)  divided by the weighted-average number of  common  shares
outstanding  for the period.  Diluted EPS reflects the  potential
dilution  that  could occur from common shares  issuable  through
stock-based compensation including stock options.


<PAGE 7>


BASIC AND DILUTED EARNINGS PER SHARE

                           Six Months           Three Months
                         Ended March 31        Ended March 31
                         2000       1999       2000       1999

Basic and Diluted
  Shares Outstanding:
    Weighted average number of shares
    outstanding       4,745,014  4,745,014  4,745,014  4,745,014

Net income (loss)         ($134)     ($335)        $59      ($67)

Basic and Diluted EPS     ($.03)     ($.07)       $.01     ($.01)


The  exercise of outstanding stock options has not been  included
in  the  calculation  of diluted EPS since the  effect  would  be
antidilutive  because all outstanding options  were  out  of  the
money as of March 31, 2000.

3.  Debt (in thousands)

Long-term debt consists of the following:

                                        3/31/00        9/30/99

Credit Facility Agreement               36,332        37,113
Notes Payable-Officers and Affiliates    1,763         1,843
Other Long-term Debt                     1,968         2,264
Less Current Maturities                   (932)       (1,169)

                                       $39,131       $40,051

The  Company  is  subject  to a Credit  Facility  Agreement  that
expires on October 22, 2002 and provides a revolving credit note,
subject  to  a borrowing base, up to a maximum of $50.0  million.
Borrowings  under the Credit Facility Agreement bear interest  at
an  annual  rate  equal to, at the Company's option,  either  (a)
LIBOR  plus 1.75% to 2.5%, dependent upon the Company's financial
performance,  or  (b)  the  bank prime  rate  plus  0%  to  .75%,
dependent  upon the Company's financial performance.   LIBOR  and
prime  were 6.2% and 9.0%, respectively, at March 31, 2000.   The
unused portion of the Credit Facility bears interest at an annual
rate of .25% to .375%.

As  of  May  12, 2000, the Company had an outstanding balance  of
$36.0 million under the Credit Facility.




<PAGE 8>
The Credit Facility is collateralized by substantially all of the
Company's   assets  and  contains  covenants  and   restrictions,
including limitations on indebtedness, liens, leases, mergers and
sales  of  assets,  investments, dividends, stock  purchases  and
other  payments in accordance with capital stock  and  cash  flow
coverage requirements.  Restrictive covenants include maintenance
of  a  minimum  tangible  net worth and a  minimum  fixed  charge
coverage   ratio.   The  Company  was  in  compliance  with   all
covenants, as amended, at March 31, 2000.

The  Company has outstanding promissory notes ("Notes") with  the
estate of the former Chairman of the Board of Directors and  with
the  President and Chief Executive Officer of the Company, in the
original  aggregate amount of $2,150,000.  The Notes,  which  are
due in October, 2003, bear interest which is payable monthly,  at
the  annual rate of 12%.  The Company is also subject to a number
of  other  debt agreements, including a mortgage, which  comprise
the balance of the long-term debt.



                 HAHN AUTOMOTIVE WAREHOUSE, INC.

Item 2.  Management's Discussion and Analysis of Financial
        Condition and Results of Operations

The  discussions set forth in this form 10-Q may contain forward-
looking  comments.  Such comments are based upon the  information
currently  available  to  the  management  of  the  Company   and
management's  perception thereof as of the date of  this  report.
Actual  results  of  the  Company's operations  could  materially
differ from those indicated in the forward-looking comments.  The
difference could be caused by a number of factors including,  but
not  limited  to,  those discussed under the  heading  "Important
Information   Regarding  Forward-Looking   Statements"   in   the
Company's  Annual Report on Form 10-K, for the fiscal year  ended
September  30, 1999, which has been filed with the United  States
Securities  and  Exchange  Commission (the  "Commission").   That
Annual  Report  may  be obtained by contacting  the  Commission's
public reference operations or through the worldwide web site  at
http://www.sec.gov, EDGAR Filing section.  Readers  are  strongly
encouraged to obtain and consider the factors listed in the  1999
Annual  Report and any amendments or modifications  thereof  when
evaluating any forward-looking comments concerning the Company.

Results  of Operations - three months ended March 31, 2000 compared
to three months ended March 31, 1999.


<PAGE 9>


The  Company's  net sales declined $1.4 million, or 4.4%, to  $30.9
million, for  the fiscal quarter ended March 31, 2000,  from  $32.3
million,  for   the  same  fiscal  quarter  last   year.   A  major
factor  causing the net sales decline was the general  softness  in
the auto parts aftermarket caused by various factors, which include
improved  vehicle  manufacturing and  performance,  longer  vehicle
warranties,  leased  vehicles  and  increased  competition  in  all
segments  of distribution.  Another factor causing the  decline  in
net  sales was the closing of three underperforming Advantage  Auto
Stores and one Direct Distribution Center.  For the quarter,  on  a
comparable  location basis, and in comparison to the  same  quarter
last  year,  net  sales  decreased by  8.2%  at  the  full  service
Distribution  Centers,  while the Advantage  Auto  Stores  and  the
Direct  Distribution  Centers  had  increases  of  4.0%  and  4.3%,
respectively.

Gross  profit  for  the  current  quarter  decreased  $52,000  as
compared  to  the  second quarter of fiscal 1999.   This  decline
resulted from a decrease in net sales which was partially  offset
by an increase in gross profit margin.  Gross profit expressed as
a percentage of net sales increased to 38.4% from 36.8%.  This is
primarily  due to the increase in the net sales at the  Advantage
Auto  Stores  as a percentage of total Company net  sales  and  a
focused effort to sell slow moving product at a higher margin.

Selling,  general  and administrative expense decreased  $368,000
from $10.8 million in the second quarter of fiscal 1999, to $10.4
million,  for  the  comparable quarter of fiscal  2000.  This  is
primarily  due  to  the Company's efforts to control  and  reduce
expenses.   As  a percentage of net sales, selling,  general  and
administrative  expense  increased  to  33.7%  from  33.4%.   The
percentage increase is a result of the net sales decline.

As  a  result  of  the factors discussed above, operating  income
increased to $999,000 for the second quarter of fiscal 2000, from
$694,000, for the second quarter of fiscal 1999.  As a percentage
of net sales, operating income increased to 3.2% from 2.1% in the
same three month period of fiscal 1999.

Depreciation  and  amortization increased $11,000  from  $419,000
during  the  corresponding quarter last year, to $430,000  during
the second quarter of the current fiscal year.  This increase  is
attributable  to  the  purchase  of  computer  equipment  at  the
expiration  of  their lease and was partially offset  by  certain
assets becoming fully depreciated.

Interest expense increased $94,000 to $979,000 from $885,000  for
the  same quarter of the previous fiscal year.  This increase  is
primarily the result of increased interest rates.
<PAGE 10>
As a result of the factors discussed above, the Company had a net
profit  of  $59,000 in the current fiscal year's second  quarter,
compared  to  a net loss of $67,000 for the same quarter  of  the
previous fiscal year.

Results  of Operations - six months ended March 31, 2000 compared
to six months ended March 31, 1999.

The  Company's  net sales decreased $1.8 million  or  2.9%,  from
$62.2  million for the six months ended March 31, 1999, to  $60.4
million for the corresponding six months of fiscal 2000.  A major
factor causing the net sales decline was the general softness  in
the  auto  parts  aftermarket caused by  various  factors,  which
include  improved  vehicle manufacturing and performance,  longer
vehicle warranties, leased vehicles and increased competition  in
all  segments of distribution.  During this six month period  the
Company  closed three underperforming Advantage Auto  Stores  and
one  Direct Distribution Center. On a comparable location  basis,
for the  same period during the previous fiscal year,  net  sales
declined  by  7.0% at the Distribution Centers, while  increasing
4.4%  at  the  Advantage  Auto Stores  and  6.6%  at  the  Direct
Distribution Centers.

Despite  the decline in net sales, gross profit dollars  for  the
first  six  months of the current fiscal year remained even  with
the  same  period of the previous fiscal year at  $23.3  million.
This  was  due  to  an  increase in gross profit  margin.   As  a
percentage  of  net sales, gross profit increased to  38.6%  from
37.4%  for  the  previous  year.  This  percentage  increase   is
primarily due to the increase in Advantage Stores net sales as  a
percentage  of  total Company net sales and a focused  effort  to
sell slow moving product at a higher margin.

Selling,  general  and administrative expense declined  $508,000,
from  $21.4 million for the first six months of fiscal  1999,  to
$20.9  million, in the same period of fiscal 2000.  This  decline
is  primarily due to the Company's efforts to control and  reduce
expenses.   As  a percentage of net sales, selling,  general  and
administrative  expense  increased to 34.5%  from  34.4%  in  the
previous  fiscal year.  This percentage increase  was  due  to  a
decline in net sales as discussed above.

Depreciation and amortization increased $88,000 from $807,000  in
fiscal  1999  compared to $895,000 for the  same  period  in  the
current  fiscal year. This increase is primarily  the  result  of
the purchase of computers at the end of their lease in the fourth
quarter of fiscal year 1999.


<PAGE 11>
As  a  result  of  the factors discussed above, operating  income
increased to $1.5 million for the first six months of fiscal 2000
from $1.1 million for the first six months of fiscal 1999.  As  a
percentage of net sales, operating income increased to 2.5%  from
1.8% in the same six month period of fiscal 1999.

Interest  expense increased $115,000, in the first six months  of
fiscal  2000,  to  $1.9  million.   This  increase  is  primarily
attributable to increased interest rates.

As  a result of these factors, the Company reported a net loss of
$134,000, or $.03 per share for the six month period ended  March
31,  2000,  compared to a net loss of $335,000 or $.07 per  share
for the first six months of fiscal 1999.

LIQUIDITY AND CAPITAL RESOURCES

During  the first six months of fiscal 2000, operations  provided
net  cash  of  $1,498,000.  This is largely due to a decrease  in
inventory   of  $1,934,000  and  trade  accounts  receivable   of
$538,000,  plus a non-cash item of depreciation and  amortization
of  $895,000.   These  were partially offset  by  a  decrease  in
accounts payables and other accrued expenses of $1,808,000.

Investing  activities  consist mainly of routine  replacement  of
computer   equipment   and   leasehold   improvements.    Capital
expenditures were $162,000 during the first six months of  fiscal
2000  compared to $292,000 during the same period of the previous
fiscal   year.     The   Company   anticipates   making   capital
expenditures  of approximately $250,000 during the  remainder  of
the current fiscal year.

Financing  activities  during  the  six  months  of  fiscal  2000
consumed  $1,339,000 of cash.  This is primarily due to decreased
net  borrowings under the Company's credit facility and  payments
on  long-term  debt.  As of May 12, 2000  the  Company  had  $2.3
million available under its revolving credit facility.

In  the  future,  the  Company expects to  make  minor  strategic
acquisitions  of  jobbing  stores to the  extent  that  its  debt
service  and  other funding requirements permit.   The  Company's
ability  to  open  new distribution centers will  depend  on  its
ability  to negotiate extended payment terms with vendors,  which
initially minimizes additional working capital requirements.  The
Company believes that it will be able to continue to obtain  such
financing.



<PAGE 12>
The  Company's principal sources of liquidity for its operational
requirements are internally generated funds, borrowings under its
revolving  credit  facility, leasing  arrangements  and  extended
payment  terms  from  vendors.   In  the  absence  of  unforeseen
circumstances,  the Company anticipates that these  sources  will
provide sufficient working capital to operate its business,  make
expected capital expenditures and to meet its liquidity needs for
the next twelve months.

Year 2000

The  Company  has  experienced  no  Year  2000  disruptions  with
vendors, customers, or the Company's own software or hardware  as
of May 12, 2000.

Seasonality

The  Company's business is somewhat seasonal in nature, primarily
as a result of the impact of weather conditions on the demand for
automotive aftermarket products.  Historically, the Company's net
sales  and gross profits have been higher in the second  half  of
each fiscal year than in the first half.

Business Segment Information

Effective  September 30, 1999, the Company adopted the provisions
of SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related  Information."   This statement  establishes  annual  and
interim   reporting  standards  for  an  enterprise's   operating
segments  and  related disclosures about its products,  services,
geographic areas and major customers.  Adoption of this statement
had  no  impact on the Company's consolidated financial position,
results of operations or cash flows.  Comparative information for
earlier  years  has  been restated.  Restatement  of  comparative
information  for interim periods in the initial year of  adoption
is  to  be  reported for interim periods in the  second  year  of
application.   The Company reports its operating results  in  two
segments:   direct  distribution and full  service  distribution.
Segment selection was based on internal organizational structure,
the way in which the operations are managed and their performance
evaluated by management and the Company's Board of Directors, the
availability  of  separate  financial  results  and   materiality
considerations.  The accounting policies of the segments are  the
same  as those described in the summary of significant accounting
policies.   The Company evaluates performance based on  operating
profits of the respective business units.


<PAGE 13>
Information  concerning the Company's Business Segments  for  the
six months of fiscal years 2000 and 1999,  is as follows (dollars
in thousands):

                                           2000           1999

   Net Sales to Customers
       Full Service Distribution          $51,756        $53,294
       Direct Distribution                  8,669          8,922
     Total Net Sales to Customers         $60,425        $62,216

   Operating Income
      Full Service Distribution            $1,551           $991
       Direct Distribution                    (26)           117
     Total Operating Profit                $1,525         $1,108
   Interest Expense                        (1,920)        (1,805)
   Other Income                               179            156
   Consolidated Loss Before taxes           ($216)         ($541)

   Identifiable Assets
       Full Service Distribution          $70,397        $71,262
       Direct Distribution                  6,108          6,412
     Total Identifiable Assets            $76,505        $77,674

   Capital Expenditures
       Full Service Distribution            $158            $285
       Direct Distribution                     4               7
     Total Capital Expenditure              $162            $292

   Depreciation and Amortization
       Full Service Distribution            $815            $712
       Direct Distribution                    80              95
     Total Depreciation and
   Amortization                             $895            $807

PART II.  OTHER INFORMATION


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

      (a)   The Company held its Annual Meeting of Shareholders  on
March 15, 2000.

          (b)  At said Annual Meeting of Shareholders the following
          nominees  were  elected to the Board of Directors  for  a
          term of two years ending in 2002:


<PAGE 14>
                    Eli N. Futerman
                    William A. Buckingham
                    Nathan Lewinger
                    Gordon E. Forth

     The number of votes cast for the election of directors were as
follows:

                                                    Votes
                                   Votes For      Withheld

          Eli N. Futerman               2,734,797      261,259
          William A. Buckingham         2,734,797      261,259
          Nathan Lewinger               2,734,797      261,259
          Gordon E. Forth               2,734,797      261,259


     There were no broker non-votes.

      The  terms  of  the  following directors, expiring  in  2001,
continued after the  meeting:

                    Daniel J. Chessin
                    Stephen B. Ashley
                    E.   Philip Saunders


Item 5.  Other

The   Company  believes  that  iAutoparts.com  is  an  innovative
approach  to the auto parts aftermarket distribution  model.   It
will  extend  the  Company's  reach  directly  to  the  consumer,
entering  new  geographical  and customer  markets,  and  further
expand  its  distribution mix.  As of March 31, 2000,  more  than
4,142  users  registered vehicles on iAutoparts.com and  the  Web
site  experienced  in excess of 3.8 million page  views  ("hits")
since  the  inception of this site. iAutoparts.com is  the  first
online  automotive parts store powered by the industry's  leading
CCI/Triad  ePartExpert electronic parts catalog.   The  Web  site
guides   users  through  a  logical  search  to  ensure  accurate
automotive parts selection.  ePartExpert provides technical tips,
parts   specifications  and  suggestions   for   related   parts.
iAutoparts.com  offers more that two million  nationally  branded
automotive   hard  parts  and  maintenance  items  in  inventory,
representing  in excess of $42.6 million in automotive  parts  on
hand  and  available for immediate delivery.  To date, iAutoparts
has had nominal sales.


<PAGE 15>


Item 6.   Exhibits and Reports on Form 8-K

(a)    Exhibits

(b)    Reports on Form 8-K

None


                           SIGNATURES

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



                                   HAHN AUTOMOTIVE WAREHOUSE, INC.
                                            (Registrant)



                                   By:  s//Eli N. Futerman
                                      Eli N. Futerman
                                      President and C.E.O.



                                   By:  s//Peter J. Adamski
                                      Peter J. Adamski
                                  Vice President - Finance and
                                    Chief Financial Officer



Dated:  May  12, 2000


<PAGE 16>


                           Exhibit 27

     Selected financial information as required for Edgar
electronic filing for the six months ended March 31, 2000.


<TABLE> <S> <C>


<ARTICLE> 5
<MULTIPLIER> 1000
<S>                                     <C>            <C>
<PERIOD-TYPE>                                          6-MOS
<FISCAL-YEAR-END>                                      SEP-30-1999
<PERIOD-END>                                           MAR-31-2000
<CASH>                                                       78
<SECURITIES>                                                725
<RECEIVABLES>                                            16,766
<ALLOWANCES>                                                  0
<INVENTORY>                                              42,567
<CURRENT-ASSETS>                                         63,199
<PP&E>                                                    6,329
<DEPRECIATION>                                                0
<TOTAL-ASSETS>                                           76,505
<CURRENT-LIABILITIES>                                    18,563
<BONDS>                                                       0
                                         0
                                                   0
<COMMON>                                                     47
<OTHER-SE>                                               13,618
<TOTAL-LIABILITY-AND-EQUITY>                             76,505
<SALES>                                                  60,425
<TOTAL-REVENUES>                                         60,425
<CGS>                                                    37,129
<TOTAL-COSTS>                                            21,771
<OTHER-EXPENSES>                                              0
<LOSS-PROVISION>                                              0
<INTEREST-EXPENSE>                                        1,920
<INCOME-PRETAX>                                           (216)
<INCOME-TAX>                                               (82)
<INCOME-CONTINUING>                                       (134)
<DISCONTINUED>                                                0
<EXTRAORDINARY>                                               0
<CHANGES>                                                     0
<NET-INCOME>                                              (134)
<EPS-BASIC>                                             (.03)
<EPS-DILUTED>                                             (.03)


</TABLE>


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