HAHN AUTOMOTIVE WAREHOUSE INC
10-Q/A, 2000-08-28
MOTOR VEHICLE SUPPLIES & NEW PARTS
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               SECURITIES AND EXCHANGE COMMISSION

                    WASHINGTON, D.C.  20549

                           FORM 10-Q/A

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


For Quarterly Period Ended                        June 30, 2000

Commission File Number                                 0-20984

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

     NEW YORK                                16-0467030
(State or other jurisdiction of (I.R.S. 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)


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.

<PAGE 1>
YES    X            NO

Number  of  shares outstanding of the registrant's common  stock,
par value $.01 per share, on August 14, 2000;  4,745,014.


                 HAHN AUTOMOTIVE WAREHOUSE, INC.
                              Index


                                                       PAGE NO.

PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

          Condensed Consolidated Balance Sheets -
          June 30, 2000 and September 30, 1999

          Condensed Consolidated Statements of Operations -
          for  the  nine months and three months ended June  30,
          2000 and June 30, 1999

          Condensed Consolidated Statements of Cash Flows -
          for the nine months ended June 30, 2000
          and June 30, 1999

          Condensed Consolidated Statements of Comprehensive
          Income - for the nine months and three months ended
          June 30, 2000, and June 30, 1999

          Notes to Condensed Consolidated Financial Statements


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


PART II.  OTHER INFORMATION

Item 4.   Other

Item 6.   Exhibits and Reports on Form 8-K


SIGNATURES

<PAGE 2>

<TABLE>

HAHN AUTOMOTIVE WAREHOUSE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands, except share and per share data)


<CAPTION>
ASSETS                      June 30, 2000    September 30, 1999
                             (Unaudited)
<S>                        <C>               <C>
Current Assets:
  Cash                                $80                    $81
 Marketable Security                    0                    685
 Trade Accounts
   Receivable (Net of
   Allowance for
   Doubtful Accounts)              17,358                 17,577
 Inventory                         43,521                 44,501
 Other Current Assets               2,966                  3,009
Total Current Assets               63,925                 65,853

Property, Equipment,
  and Leasehold
  Improvements, net                 6,121                  6,892
Other Assets                        6,762                  6,978

Total Assets                      $76,808                $79,723

LIABILITIES AND
SHAREHOLDERS' EQUITY

Current Liabilities:
  Current Portion of
    Long-Term Debt and
    Capital Lease
    Obligations                    $1,255                 $1,541
  Accounts Payable                 10,622                 12,377
  Compensation Related
    Liabilities                     1,254                  1,673
  Discontinued
    Operations                        458                    604
  Other Accrued
    Expenses                        4,844                  4,271
Total Current
  Liabilities                      18,433                 20,466

<PAGE 3>

Obligations Under
  Credit Facility                  36,791                 36,611
Notes Payable-Officers
  and Affiliates                    1,445                  1,445
Long-Term Debt                      1,985                  1,995
Capital Lease
  Obligations                       2,893                  3,196
Other Liabilities                   1,424                  2,237
Total Liabilities                  62,971                 65,950

Shareholders' Equity:
  Common Stock
    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                 (12,185)               (12,339)
Accumulated Other
  Comprehensive Income                  0                     90
Total Shareholders'
  Equity                           13,837                 13,773

Total Liabilities and
  Shareholders' Equity            $76,808                $79,723

The accompanying notes integral part of the financial statements.

</TABLE>

<TABLE>

HAHN AUTOMOTIVE WAREHOUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS
OF INCOME
(In Thousands, except for share
and per share data)
(Unaudited)

<PAGE 4>

<CAPTION>
                                          For the Nine
                                          Months Ended
                                     June 30,        June 30,
                                       2000            1999
<S>                               <C>              <C>

Net Sales                                $93,889         $97,260
Cost of Products Sold                     58,013          61,090

Gross Profit                              35,876          36,170

Selling, General and
  Administrative Expense                  31,930          32,544
Depreciation and Amortization              1,338           1,233

Operating Income                           2,608           2,393


Interest Expense                          (2,938)         (2,696)
Interest and Service Charge
  Income                                     267             235
Gain on Sale of Marketable
  Security                                   196               0
Income from Equity Investment                119               0


Income (Loss) Before Taxes                   252             (68)

Income Tax Expense (Benefit)                  98             (26)

Net Income (Loss)                           $154            ($42)

Basic and Diluted Earnings
  Per Share:

Net Income (Loss)                          $0.03          ($0.01)

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

<PAGE 5>

The accompanying notes are an integral part of the
financial statements.

</TABLE>

<TABLE>

HAHN AUTOMOTIVE WAREHOUSE, INC.
CONDENSED CONSOLIDATED STATEMENTS
OF INCOME
(In Thousands, except for share
and per share data)
(Unaudited)
<CAPTION>
                                         For the Three
                                          Months Ended
                                     June 30,        June 30,
                                       2000            1999
<S>                               <C>              <C>
Net Sales                                $33,464         $35,044
Cost of Products Sold                     20,884          22,173

Gross Profit                              12,580          12,871

Selling, General and
  Administrative Expense                  11,001          11,160
Depreciation and Amortization                443             426

Operating Income                           1,136           1,285


Interest Expense                          (1,018)           (891)
Interest and Service Charge
  Income                                      88              79
Gain on Sale of Marketable
  Security                                   196               0
Income from Equity Investment                 66               0

Income (Loss) Before Taxes                   468             473

Income Tax Expense (Benefit)                 180             180

Net Income (Loss)                           $288            $293

<PAGE 6>

Basic and Diluted Earnings
  Per Share:
Net Income (Loss)                          $0.06           $0.06

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

The accompanying notes are an
integral part of the
financial statements.

</TABLE>

<TABLE>

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

<CAPTION>
                              For the              For the
                         Nine Months Ended    Nine Months Ended
                           June 30, 2000        June 30, 1999
<S>                     <C>                   <C>
Cash flows from
  operating
  activities:
  Net income (Loss)                    $154                 ($42)
  Adjustments to
    reconcile net
    income to net
    cash provided by
    (used in)
    operating
    activities:
    Depreciation and
      amortization                    1,338                1,233
  Provision for
    doubtful accounts
    and notes                           397                  389

<PAGE 7>

Change in assets and
  liabilities:
  Trade receivables                    (178)              (2,616)
  Inventory                             980                  109
  Other assets                          591                  230
  Accounts payable
    and other
    accruals                         (2,516)                 (46)

Net cash provided by
  (used in) operating
  activities                            766                 (743)

Cash flows from
  investing
  activities:
  Additions to
    property,
    equipment and
    leasehold
    improvements net                   (349)                (378)
Net cash used in
  investing
  activities                           (349)                (378)

Cash flows from
  financing
  activities:
 Net borrowings under
   line of credit                       178                1,256
 Proceeds from long-
  term debt and
  demand notes                          248                  182
 Payments of long-
  term debt and
  demand notes                         (491)                (223)
 Payment of notes
  payable-officers
  and affiliates                        (77)                 (91)
 Payment of capital
  lease obligations                    (276)                (250)

<PAGE 8>

Net cash (used in)
 provided by
 financing activities                  (418)                  874

Net decrease in cash                     (1)                 (247)
Cash at beginning of
 period                                  81                   329

Cash at end of period                   $80                   $82

Supplemental
 disclosures of cash
 flow information
  Cash paid during
   the Nine month
   period for:
    Interest                         $2,672               $2,436

    Income taxes                        $56                  $32

The accompanying
notes are an integral
part of the
financial statements.

</TABLE>

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

                              For the 9 Months  For the 3 Months
                                ended June 30     ended June 30

                              2000    1999        2000    1999


Net Income (Loss)           $154     ($42)      $288    $293
Unrealized Loss on
Marketable Securities,
 Net of Tax                 ($90)    ($66)     ($116)   ($23)

Comprehensive Net Income
 (Loss)                     $64     ($108)      $172    $270

<PAGE 9>

The accompanying notes are an integral
part of the financial statements.

                 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  other  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 nine month period ended June  30,  2000
are  not  necessarily  indicative of  the  results  that  may  be
expected for the entire fiscal year.

Reclassifications

Certain reclassifications of Fiscal 1999 financial statements and
related footnote amounts have been made to conform to the  Fiscal
2000 presentation.


<Page 10>


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 compensations including stock options.

  BASIC AND DILUTED EARNINGS PER SHARE


                                                 Nine Months
                                               Ended June  30
                                          2000             1999


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

  Net income (Loss)                       $154        ($42)

  Basic and Diluted EPS                   $.03       ($.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 June 30, 2000.

3.  Marketable Security

During the quarter ended June 30, 2000 the Company sold the  zero
coupon  bond it had classified as available-for-sale, as  defined
by  Statement of Financial Accounting Standards ("SFAS") No. 115,
"Accounting   for   Certain  Investments  in  Debt   and   Equity
Securities."  Upon sale, the Company realized a pre-tax  gain  of
$196,000,   which  is  presented  separately  in  the   condensed
consolidated  statements of income and reversed  the  accumulated
comprehensive  income, net of tax, that had been  recorded  since
the company adopted SFAS No. 115.

4.  Equity Investment

The  Company owns 100% of H.F.V., Inc.  The Company accounts  for
this  investment under the equity method. The Company's share  of
H.F.V.  Inc.'s income for the nine month and three month  periods
ended  June  30,  2000 is presented separately in  the  condensed
consolidated statements of income.  Prior year amounts  were  not
material.


<PAGE 11>


5.  Debt (in thousands)

Long-term debt consists of the following:

                                        6/30/00        9/30/99

Credit Facility Agreement               $37,291        $37,113
Notes Payable-Officers and Affiliates     1,445          1,522
Other Long-term Debt                      2,341          2,585
Less Current Maturities                    (856)        (1,169)

                                        $40,221        $40,051

The Company's credit facility agreement, which expires on October
22,  2002,  provides for 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.  The  30  Day
LIBOR and the prime rates were 6.69% and 9.50%, respectively,  on
June 30, 2000.

As  of August 14, 2000, the Company had an outstanding balance of
$36.9  million  under  the  Credit  Facility  Agreement  with  an
availability of  $2.6 million.

Borrowings  outstanding under the Credit Facility  Agreement  are
collateralized by substantially all of the Company's assets.  The
Credit  Facility  Agreement contains covenants and  restrictions,
including limitations on indebtedness, liens, leases, mergers and
sales  of  assets,  investments, dividends, stock  purchases  and
other  payments in addition to tangible net worth,  fixed  charge
ratio,  minimum  tangible  net worth  and  minimum  fixed  charge
coverage  ratio requirements. The Company was in compliance  with
all covenants, as amended, on June 30, 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 $2,150,000.00.  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.


<PAGE 12>

                 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 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  all  such
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 June 30, 2000, compared
to three months ended June 30, 1999.

The  Company's net sales for the fiscal quarter ended June 30, 2000
declined $1.5 million to $33.5 million, from $35.0 million, for the
same  fiscal  quarter  of  the previous year.  This  4.3%  decrease
resulted  from  the  general softness in the  auto  parts  industry
caused   by   various  factors,  which  include  improved   vehicle
manufacturing  and  performance, longer vehicle warranties,  leased
vehicles and increased competition at all levels of distribution in
the  automotive  aftermarket  industry.   For  the  quarter,  on  a
comparable location basis, net sales decreased by 4.9% at the  Full
Service   Distribution  Centers  (partially  the  result   of   the
acquisition  of two independent Auto Value customers that  are  now
operated  as  Advantage  Auto stores), .1% at  the  Advantage  Auto
Stores, and .2% at the Direct Distribution Centers.

Gross  profit  for  the  current quarter  decreased  $291,000  as
compared  to  the  third quarter of Fiscal  1999.   Gross  profit
expressed  as  a  percentage  of net  sales  increased  to  37.6%
compared to 36.7% for the  same quarter of the prior fiscal year.

Selling,    general   and   administrative   expense    decreased
approximately $200,000 from $11.2 million in the third quarter of
Fiscal  1999,  to  $11.0  million for the comparable  quarter  of
Fiscal 2000. This dollar decrease is primarily the result of  the
Company's  effort  to  control  operating  expenses  which   were
partially  offset by the increase in fuel costs. As a  percentage
of   net  sales,  selling,  general  and  administrative  expense
increased  from  31.8% for the third quarter in  Fiscal  1999  to
32.9%  during  the same quarter of Fiscal 2000.  This  percentage
change is due almost entirely to the decline in net sales.


<PAGE 13>

Depreciation  and  amortization increased $17,000  from  $426,000
during  the  corresponding quarter last year, to $443,000  during
the  third quarter of the current fiscal year.  This increase  is
primarily  attributable to the depreciation of capital additions,
partially offset by certain assets becoming fully depreciated.

As  a  result  of  the factors discussed above, operating  income
decreased  approximately $200,000 from $1.3 million in the  third
quarter  of  the  previous fiscal year, to $1.1  million  in  the
current  year's  third  quarter. As a percentage  of  net  sales,
operating income decreased to 3.4% from 3.7% in the same  quarter
of Fiscal 1999.

Interest expense increased approximately $100,000 to $1.0 million
from  $900,000 for the same quarter of the previous fiscal  year.
This  increase is the result of higher average interest rates  on
borrowings  outstanding during the quarter compared to  the  same
quarter last year.

As  a  result  of the factors discussed above, mitigated  by  the
income  recognized from the sale of the marketable  security  and
the  Company's equity investment, net income decreased $5,000  to
$288,000  or $.06 per share, from $293,000 or $.06 per share  for
the  same quarter of last year. Without the income from the  sale
of  security and the income from equity investment the net income
would  have been $.03 per share for the third quarter  of  Fiscal
Year  2000  compared to $.06 per share for the  same  quarter  of
Fiscal Year 1999.

Results  of  Operations  -  nine months  ended  June   30,  2000,
compared to nine months ended June 30, 1999.

The Company's net sales decreased $3.4 million or 3.5% from $97.3
million  for the nine months ended June 30, 1999 to $93.9 million
for the corresponding nine months of Fiscal Year 2000.  The major
causes of the net sales decline were the general softness in  the
auto  parts  industry  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 nine month  period  the
Company  closed  one  Direct Distribution  center,  three  under-
performing Advantage Auto Stores.  Such closures also contributed
to  the  decrease in net sales.  On a comparable location  basis,
compared to the same period during the previous fiscal year,  net
sales increased by 2.7% at the Advantage Auto Stores, 4.1% at the
Direct  Distribution Centers and declined by  6.2%  at  the  Full
Service   Distribution Centers.  The decrease at the full service
distribution   centers  is  partially  due   to   the   Company's
acquisition of two stores which were previously customers of  the
distribution centers, which now operate as Advantage Auto Stores.

<PAGE 14>

Gross profit for the first nine months of the current fiscal year
decreased by approximately $300,000  to $35.9 million, from $36.2
million, for the same period of the previous fiscal year.   As  a
percentage  of  net sales, gross profit increased to  38.2%  from
37.2%  for  the  previous  year.   This  percentage  increase  is
primarily due to the increase in Advantage Auto Stores net sales,
which  generate higher margins, as a percentage of total  Company
net  sales and a focused effort to sell slow moving product at  a
better margin.

Selling,    general    and   administrative   expense    declined
approximately  $600,000 from $32.5 million  for  the  first  nine
months  of  Fiscal 1999 to $31.9 million for the same  period  of
Fiscal  2000.  This is primarily due to the Company's efforts  to
control  and  reduce expenses which was partially offset  by  the
increase  in fuel prices.  As a percentage of net sales, selling,
general and administrative expense increased to 34.0% from  33.5%
in  the  previous  fiscal  year.  This  percentage  increase  was
primarily due to the decline in sales, as discussed above.

Depreciation  and  amortization increased approximately  $100,000
from $1.2 million in Fiscal 1999 compared to $1.3 million for the
first  nine  months  of  Fiscal  Year  2000.   This  increase  is
attributable to the depreciation of capital additions,  partially
offset by certain assets becoming fully depreciated.

As  a  result  of  the factors discussed above, operating  income
increased  from $2.4 million for the first nine months of  Fiscal
1999  to  $2.6 million for the first nine months of Fiscal  2000.
As  a percentage of net sales, operating income increased to 2.8%
from 2.5% for the same nine month period of Fiscal 1999.

Interest  expense increased approximately $200,000 in  the  first
nine  months  of Fiscal 2000 to $2.9 million, from $2.7  million,
for  the  same  nine  months of Fiscal 1999.   This  increase  is
attributable  to higher interest rates on borrowings  outstanding
during  the current nine month period compared to the same period
during the previous fiscal year.

As  a  result of these factors, as well as the income  recognized
from the sale of the marketable security and the Company's equity
investment, the Company showed a net profit of $154,000, or  $.03
per share for the nine month period ended June 30, 2000, compared
to  net  loss  of  $42,000 or $.01 per share for the  first  nine
months of Fiscal 1999.

<PAGE 15>

LIQUIDITY AND CAPITAL RESOURCES

During the first nine months of Fiscal 2000, operations generated
net  cash of $766,000.  This is largely due to the non-cash  item
of Depreciation and Amortization which was partially offset by  a
decrease in the Company's working capital.

Cash  used in investing activities consists primarily of  routine
replacement of computer equipment and store improvements and  the
fixtures related to the two Advantage Auto Stores acquired during
the third quarter of fiscal year 2000.  Capital expenditures were
$349,000  during  the first nine months of the  current  year  as
compared to $378,000 for the same period of fiscal year 1999.

Financing  activities consumed $418,000 of cash during the  first
nine  months of the current fiscal year.  This was primarily  due
to payments on long-term debt, partially offset by an increase in
borrowings  on the credit facility.  As of August  14,  2000  the
Company  had  $2.6  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.

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  unanticipated
circumstances,  the  Company  expects  that  these  sources  will
provide sufficient working capital to operate its business,  make
necessary  capital expenditures and to meet its  liquidity  needs
for the next twelve months.

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.

<PAGE 16>

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.

Information  concerning the Company's Business Segments  for  the
nine months of Fiscal Years 2000 and 1999, is as follows (dollars
in thousands):

                                            2000         1999

   Net Sales to Customers
       Full Service Distribution            80,489      $83,130
       Direct Distribution                  13,400       14,130
     Total Net Sales to Customers           93,889      $97,260

   Operating Income
      Full Service Distribution             $2,579       $2,090
       Direct Distribution                      29          303
     Total Operating Profit                 $2,608       $2,393
   Interest Expense                         (2,938)      (2,696)
   Other Income                                582          235
   Consolidated Income (Loss) Before          $252         ($68)
   taxes

   Identifiable Assets
       Full Service Distribution           $70,604      $72,187
       Direct Distribution                   6,204        6,734
     Total Identifiable Assets             $76,808      $78,921

   Capital Expenditures
       Full Service Distribution              $341         $364
       Direct Distribution                       8           14
     Total Capital Expenditures               $349         $378

   Depreciation and Amortization
       Full Service Distribution            $1,218       $1,090
       Direct Distribution                     120          143
     Total Depreciation and                 $1,338       $1,233
   Amortization

<PAGE 17>

PART II.  OTHER INFORMATION

Item 5.  Other

By letter dated  July  26, 2000 the NASDAQ Small Cap Market notified
the Company that  its  common stock failed to maintain a minimum bid
price of $1.00  over the last 30 consecutive days as required for
continued listing  on  the  NASDAQ Small Cap Market.   The  Company
will be provided  90  calendar days, or until October 24, 2000,  to
regain compliance.  If the Company is unable to demonstrate compliance
by that date, its common stock will be delisted on October 26, 2000
unless it seeks a hearing before the NASDAQ Listing Qualifications
Panel which stays delisting until the panel makes a decision.  If
delisted, the stock would trade through the OTC Belletin Board which
is a regulated quotation service of the NASDAQ Stock Market, Inc.

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 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 Chief Executive Officer



                                   By:  s//Albert J. Van Erp
                                      Albert J. Van Erp
                                  Vice President - Controller

Dated:  August 14, 2000

<PAGE 18>

                           Exhibit 27

     Selected financial information as required for Edgar
electronic filing for the nine months ended June 30, 2000.



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