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+Proc-Type: 2001,MIC-CLEAR
+Originator-Name: webmaster@www.sec.gov
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+<SEC-DOCUMENT>0000888781-01-000007.txt : 20010130
+<SEC-HEADER>0000888781-01-000007.hdr.sgml : 20010130
+ACCESSION NUMBER:		0000888781-01-000007
+CONFORMED SUBMISSION TYPE:	10-K/A
+PUBLIC DOCUMENT COUNT:		1
+CONFORMED PERIOD OF REPORT:	20000930
+FILED AS OF DATE:		20010129
+
+FILER:
+
+	COMPANY DATA:	
+		COMPANY CONFORMED NAME:			HAHN AUTOMOTIVE WAREHOUSE INC
+		CENTRAL INDEX KEY:			0000888781
+		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013]
+		IRS NUMBER:				160467030
+		STATE OF INCORPORATION:			NY
+		FISCAL YEAR END:			0930
+
+	FILING VALUES:
+		FORM TYPE:		10-K/A
+		SEC ACT:		
+		SEC FILE NUMBER:	000-20984
+		FILM NUMBER:		1517536
+
+	BUSINESS ADDRESS:	
+		STREET 1:		415 W MAIN ST
+		CITY:			ROCHESTER
+		STATE:			NY
+		ZIP:			14608
+		BUSINESS PHONE:		7162351595
+
+	MAIL ADDRESS:	
+		STREET 1:		415 WEST MAIN STREET
+		CITY:			ROCHESTER
+		STATE:			NY
+		ZIP:			146081944
+</SEC-HEADER>
+<DOCUMENT>
+<TYPE>10-K/A
+<SEQUENCE>1
+<FILENAME>0001.txt
+<TEXT>
+
+
+               SECURITIES AND EXCHANGE COMMISSION
+                     Washington, D.C. 20549
+
+                          FORM 10-K/A
+
+    [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
+                SECURITIES EXCHANGE ACT OF 1934
+
+For the Fiscal Year Ended:            Commission File Number
+    September 30, 2000                     0-20984
+
+                HAHN AUTOMOTIVE WAREHOUSE, INC.
+     (Exact name of Registrant as specified in its Charter)
+
+       New York                            16-0467030
+(State of Incorporation)    (I.R.S. Employer Identification No.)
+
+415 West Main Street, Rochester, New York                   14608
+(Address of Principal Executive Offices)               (Zip Code)
+
+Registrant's telephone number, including area code:
+(716) 235-1595.
+
+Securities  registered pursuant to Section 12(b) of the  Act  and
+the Exchange on which such securities are registered:
+
+COMMON STOCK, PAR VALUE $0.01 PER SHARE  NASDAQ  SMALLCAP MARKET
+
+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 or No    .
+
+<PAGE 1>
+
+Indicate  by  check  mark  if  disclosure  of  delinquent  filers
+pursuant  to Item 405 of Regulation S-K is not contained  herein,
+and will not be contained, to the best of Registrant's knowledge,
+in  definitive  proxy or information statements  incorporated  by
+reference  in  Part III of this Form 10-K/A or any  amendment  to
+this Form 10-K/A.  [  ]
+
+The  aggregate market value of the Registrant's Common Stock held
+by  non-affiliates  of the Registrant as of  December  29,  2000,
+(based  upon the closing price of $0.625 on that day, as reported
+on the NASDAQ SMALLCAP MARKET) was approximately $1,069,214.  For
+the  sole  purpose  of making this calculation,  the  term  "non-
+affiliate"  has  been interpreted to exclude  the  directors  and
+corporate officers.  Such interpretation is not intended  to  be,
+and should not be construed as an admission by the Registrant  or
+such  directors  or  corporate officers that  such  directors  or
+corporate  officers are "affiliates" of the Registrant,  as  that
+term is defined in the Securities Act of 1933.
+
+The number of shares of Registrant's Common Stock, par value $.01
+per share, outstanding as of December 29, 2000: 4,745,014.
+
+           Documents Incorporated By Reference:  None
+
+                            PART III
+
+PURPOSE OF AMENDMENT
+
+      Hahn Automotive Warehouse, Inc. (the "Company") is amending
+Part  III  of its Annual Report on Form 10-K for the  year  ended
+September  30,  2000,  as  filed  with  the  Securities  Exchange
+Commission on December 19, 2000 (the "Annual Report"), to include
+the  information  required by items of  Part  III.   Accordingly,
+Items  10,  11,  12 and 13 of Part III of the Annual  Report  are
+hereby amended in their entirety as follows:
+
+Item 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
+
+BOARD OF DIRECTORS
+
+      Pursuant  to the Company's By-Laws, the Board of  Directors
+has  fixed the size of the Board of Directors at seven directors.
+The  Board of Directors consists of two classes.  All members  of
+one class are elected at each annual shareholders meeting to hold
+office for a full term of two years.
+
+      The name, principal occupation, business experience and age
+of  each  director and his term of office and period of  previous
+service as a director of the Company are set forth below.
+
+<PAGE 2>
+
+Term Expires in 2003
+
+     Daniel  J. Chessin has been Executive Vice President of  the
+Company  since March, 1995, and Secretary and a Director  of  the
+Company  since  May, 1992.  Prior to that time, he  held  various
+offices  with  the  Company since beginning employment  with  the
+Company in March, 1988.  From November, 1993, Mr. Chessin  served
+as  Vice  President  and  as  Executive  Vice  President  of  the
+Company's  wholly owned subsidiary, Autoworks, Inc., which  filed
+for   protection   under  Chapter  11  of  the  Bankruptcy   Code
+("Bankruptcy Proceedings") in July, 1997, and which had its  Plan
+of  Reorganization approved by the Bankruptcy Court in  November,
+1999.   Since  May, 1999, Mr. Chessin has been Secretary  of  the
+Company's    internet    e-commerce    auto    parts    business,
+iAutoparts.com (R).  Prior to joining the Company, Mr. Chessin  was
+engaged  in the private practice of law. Mr. Chessin is a  member
+of  the  Board of Governors of the Car Care Council  (a  national
+association  for automobile maintenance awareness).  Mr.  Chessin
+is 39 years of age.
+
+      Stephen B. Ashley has been a Director of the Company  since
+May, 1992.  Mr. Ashley is Chairman and Chief Executive Officer of
+the  Ashley  Group (which includes related companies  focused  on
+management, brokerage, financing and investment in commercial and
+multi-family  real-estate).  Mr. Ashley served  as  Chairman  and
+Chief  Executive Officer of both Sibley Mortgage Corporation  and
+Sibley  Real Estate Services, Inc. from January, 1991  to  March,
+1996,  at  which time he resigned as Chief Executive  Officer  of
+Sibley  Mortgage  Corporation.   Prior  to  1991  he  served   as
+President  and  Chief Executive Officer of both corporations  (or
+their  predecessors-in-interest)  since  1975.   He  is  also   a
+director  of The Genesee Corporation (which engages in  dry  food
+processing),  the  Federal  National Mortgage  Association,  Inc.
+(Fannie  Mae), and the Exeter Fund, Inc. and Manning  and  Napier
+Insurance  Fund,  Inc. (both of which are  advisory  firms  to  a
+family  of mutual funds).  In December, 2000 Mr. Ashley became  a
+director of the High Falls Brewing Company and President  of  the
+Genesee Corporation, which sold the High Falls Brewing Company to
+a group of private investors.  Mr. Ashley is 60 years of age.
+
+<PAGE 3>
+
+     E.  Philip Saunders has been a director of the Company since
+May,  1992.   Mr.  Saunders  is the  former  Chairman  and  Chief
+Executive Officer of Sugar Creek Corp. and its subsidiaries, W.W.
+Griffith  Oil  Co.  (a  petroleum distributor)  and  Sugar  Creek
+Stores, Inc. (a convenience chain store operation) since 1977 and
+1982,   respectively.   He  has  also  been  Chairman  and  Chief
+Executive Officer of Travel Ports of America, Inc. (a truck  stop
+chain  operation)  since November, 1987.  Mr. Saunders  has  been
+Vice  Chairman of the Genesee Regional Bank (formerly the  Lyndon
+Guaranty  Bank) since April, 1997.  He has also been a member  of
+the  Board  of  Directors, since October, 1998, of American  Rock
+Salt,  LLC  and  in November, 2000, he was named Chief  Executive
+Officer  of  that entity.  Mr. Saunders previously  served  as  a
+director  of  Truckstops of America, Inc. (a  regional  chain  of
+truck stops) and of Ryder Systems, Inc. (which engages mainly  in
+the   rental   of  vehicles)  after  that  corporation   acquired
+Truckstops of America, Inc., and as a director of Richardson Food
+Corporation  (a distributor of dessert toppings and  condiments).
+Mr. Saunders is 63 years of age.
+
+Term Expires in 2002
+
+     Eli N. Futerman has been President of the Company since May,
+1992.   In January, 1999 he assumed the additional responsibility
+of  Chief Executive Officer.  Prior to that time, he held various
+offices with the Company, including Vice President and Secretary,
+since beginning employment with the Company in June, 1980.   From
+November, 1993, Mr. Futerman served as President and as the Chief
+Executive  Officer  respectively of the  Company's  wholly  owned
+subsidiary  Autoworks,  Inc.  which filed  for  protection  under
+Chapter  11 of the Bankruptcy Code ("Bankruptcy Proceedings")  in
+July,  1997 and which had its Plan of Reorganization approved  by
+the  Bankruptcy Court in November, 1999.  Since its inception  in
+May,  1999, Mr. Futerman has been the President of the  Company's
+internet  e-commerce  auto parts business, iAutoparts.com (R).   Mr.
+Futerman  has  been  a director of the Company  since  September,
+1979.   Mr.  Futerman is a member of the Board of  Directors  and
+Treasurer of Aftermarket Auto Parts Alliance, Inc. formerly  Auto
+Value  Associates,  Inc., the programmed  distribution  group  of
+which the Company is a member.  Mr. Futerman is 42 years of age.
+
+      William  A.  Buckingham has been a Director of the  Company
+since November, 1997 and is currently a consultant in the private
+sector.   From  1990  to 1997 he held several  positions  in  the
+banking industry which included Executive Vice President of First
+Empire  State  Corporation and M&T Bank where he was  responsible
+for  that Company's Retail Banking Division.  From 1973 to  1990,
+Mr.  Buckingham  held  several positions with  the  Manufacturers
+Hanover Trust Company where he was Executive Vice President  with
+responsibility  for  branch operations  and  consumer  and  small
+business  lending, and President and Chief Executive  Officer  of
+Manufacturers Hanover, N.A.  Mr. Buckingham currently  serves  as
+Chairman  of the Board of Trustees at the Rochester Institute  of
+Technology  and  as  a  Director of its for-profit  RIT  Research
+Corporation  subsidiary.   Mr. Buckingham  also  serves  as  Vice
+Chairman of the Directors Advisory Council of M&T Bank and  as  a
+Director and member of the Management Continuity Committee of The
+Genesee Corporation (which engages in dry food processing).   Mr.
+Buckingham is 58 years of age.
+
+<PAGE 4>
+
+      Nathan  Lewinger  is a private investor  whose  investments
+include  real  estate and high tech companies.  From  1976  until
+1988 Mr. Lewinger served as President of Pennant Products Inc. (a
+manufacturer  of bakery ingredients) until Pennant  Products  was
+sold  in  1988 to Unilever Corporation.  From 1988  to  1990  Mr.
+Lewinger  served as President of the Bakery Division of  Van  Den
+Burgh Foods (a division of Unilever) and from 1990 to 1993 he was
+a consultant to Unilever Corporation.  He currently serves on the
+Board  of  EKMS,  an  intellectual property  consulting  firm  in
+Cambridge, Massachusetts.  Mr. Lewinger is 56 years of age.
+
+     Gordon E. Forth has served as a director of the Company from
+May, 1992, to June, 1997.  Mr. Forth rejoined the Company's Board
+of  Directors  in  March 2000.  Mr. Forth is a partner  of  Woods
+Oviatt Gilman LLP, a Rochester, New York based law firm, where he
+has practiced law since 1987.  Mr. Forth also serves as corporate
+secretary  for Zapata Corporation, a holding company and  Zap.Com
+Corporation,  an  internet advertising and e-commerce  networking
+company.   Woods, Oviatt provides legal services to the  Company.
+Mr. Forth is 39 years of age.
+
+
+EXECUTIVE OFFICERS
+
+     The name, age, current position and principal occupation and
+employment  during the past five years of the executive  officers
+of the Company who are not directors are set forth below:
+
+     The following table sets forth certain information about the
+Company's executive officers:
+
+Name                  Age              Position
+
+Eli N. Futerman       42      Chief Executive Officer and
+                              President
+Daniel J. Chessin     39      Executive Vice President and
+                              Secretary
+Daniel R. McDonald    50      Vice President - General Counsel
+Albert J. Van Erp     63      Vice President - Controller
+Timothy Vergo         51      Vice President - Wholesale
+                              Operations
+
+      Peter  J.  Adamski,  Vice President  -  Finance  and  Chief
+Financial  Officer since August, 1998, resigned from the  Company
+in July, 2000.
+
+<PAGE 5>
+
+      David  M.  Appelbaum, Vice President - Direct Distribution,
+resigned from the Company in May, 2000
+
+      Albert  J. Van Erp has been Vice President - Controller  of
+the  Company  since August, 1998.  From May, 1992  until  August,
+1998  he served as Vice President - Finance.  From December, 1985
+to  May,  1992, he served as Controller of the Company.  Mr.  Van
+Erp   has   over  35  years  experience  in  corporate   internal
+accounting.  Mr. Van Erp is 63 years of age.
+
+     Timothy Vergo has been Vice President - Wholesale Operations
+of  the Company since May, 1992. From August, 1981 to May,  1992,
+he served as Director of Operations of the Company.  Mr. Vergo is
+51 years of age.
+
+      Daniel  R. McDonald joined the Company as Vice President  -
+General Counsel in July, 1997.  Prior to joining the Company, Mr.
+McDonald  was Associate General Counsel of First Federal  Savings
+and  Loan  Association of Rochester, which was  headquartered  in
+Rochester,  New  York.  Before joining First  Federal  in  April,
+1993,  Mr.  McDonald was engaged in private  law  practice.   Mr.
+McDonald  has  also served as Vice President and  Deputy  General
+Counsel  of  Goldome  FSB and was previously  a  partner  in  the
+Buffalo  law firm of Jaeckle, Fleischmann & Mugel.  Mr.  McDonald
+is 50 years of age.
+
+      See Board of Directors above for information concerning the
+Company's other executive officers.
+
+     Family Relationships
+
+      Eli N. Futerman is the brother-in-law of Daniel J. Chessin.
+There  are no other family relationships between any of the other
+directors or executive officers of the Company.
+
+COMPLIANCE WITH SECTION 16(a) OF SECURITIES EXCHANGE ACT OF 1934
+
+      Section  16(a) of the Securities Exchange Act of  1934,  as
+amended,  requires directors, officers and beneficial  owners  of
+more  than  10%  of the Company's Common Stock to file  with  the
+Securities and Exchange Commission (the "Commission") and  NASDAQ
+reports of transactions in its Common Stock.  Directors, Officers
+and  greater than 10% stockholders are required by the Commission
+to  furnish  the Company with copies of all Section  16(a)  forms
+they  file.   Based solely upon a review of the  copies  of  such
+forms   actually   furnished   to   the   Company   and   written
+representations of the Company's directors and executive officers
+that  no  further forms were required, the Company believes  that
+during  Fiscal 2000, Section 16(a) filing requirements applicable
+to  its  executive  officers,  directors  and  greater  than  10%
+beneficial owners were complied with by all such persons.
+
+<PAGE 6>
+
+Item 11.    EXECUTIVE COMPENSATION
+
+       The  summary  compensation  table  below  sets  forth  the
+compensation  paid  or  accrued  for  services  rendered  in  all
+capacities to the Company during the last three fiscal  years  to
+the  Company's Chief Executive Officer, and each of the Company's
+four  other most highly compensated executive officers  who  were
+serving as executive officers at the end of Fiscal 2000 and whose
+total  annual  salary and bonus exceeded $100,000, including  one
+executive officer who was not serving as an executive officer  at
+the  end  of  Fiscal  2000 (collectively,  the  "Named  Executive
+Officers").
+
+<TABLE>
+<CAPTION>
+
+Summary Compensation Table
+                                    Annual Compensation
+
+Name and Principal Position   Fiscal    Salary ($)(1)  Bonus ($)
+                               Year
+<S>                         <C>         <C>            <C>
+Eli N. Futerman                2000           318,663    ____
+President and                  1999           318,663    ____
+Chief Executive Officer        1998           315,189    ____
+
+Daniel J. Chessin              2000           176,642    ____
+Executive Vice President       1999           176,642    ____
+                               1998           171,490    ____
+
+Peter J. Adamski(5)            2000           143,884   10,000
+Vice President-Finance and     1999           147,109    ____
+Chief Financial Officer        1998            10,338    ____
+
+Timothy Vergo                  2000           142,189    ____
+Vice President -               1999           142,189    ____
+Wholesale Operations           1998           139,131    ____
+
+Albert J. Van Erp              2000           116,755    ____
+Vice President - Controller    1999           116,755    ____
+                               1998           114,367    ____
+
+<PAGE 7>
+
+</TABLE>
+
+<TABLE>
+<CAPTION>
+
+
+
+ Summary Compensation Table
+                                    Long-Term Compensation
+
+                                   Securities
+                                   Underlying       All Other
+                                  Options/SARs    Compensations
+ Name and Principal Position           (#)          ($)(2)(3)
+<S>                              <C>               <C>
+Eli N. Futerman                       ____              32,699  (4)
+President and                         ____              32,799  (4)
+Chief Executive Officer               ____              32,745  (4)
+
+Daniel J. Chessin                     ____               2,990
+Executive Vice President              ____               2,990
+                                      ____               3,006
+
+Peter J. Adamski(5)                   ____                ____
+Vice President-Finance and            ____                ____
+Chief Financial Officer               ____                ____
+
+Timothy Vergo                         ____               2,343
+Vice President -                      ____               2,353
+Wholesale Operations                 10,000              2,336
+
+Albert J. Van Erp                     ____               2,836
+Vice President - Controller           ____               2,836
+                                      ____               2,761
+
+
+(1)  Includes  portion  of salary deferred  under  the  Company's
+401(k) Profit Sharing and Savings Plan.
+
+(2)  Includes  the  aggregate value  of  the  Company's  matching
+contribution  during Fiscal 2000 to the Company's  401(k)  Profit
+Sharing  and  Savings  Plan.  During the 2000  Fiscal  Year,  the
+Company  made matching contributions in the following amounts  to
+the  accounts  of  the  following  executive  officers:   Eli  N.
+Futerman,  $1,400;  Daniel  J. Chessin,  $1,511;  Timothy  Vergo,
+$1,260; Albert J. Van Erp, $1,575.
+
+<PAGE 8>
+
+(3)  Includes premiums paid by the Company during Fiscal 2000  on
+insurance  policies on the lives of the executive officers  named
+in  the table.  The Company is the owner and beneficiary of  such
+insurance policies that were purchased in connection with the non-
+qualified selective incentive plan provided by the Company  which
+provides for certain retirement or death benefits to the officers
+or  their  designated  beneficiaries.  During  Fiscal  2000,  the
+Company  made premium payments in the following amounts for  such
+insurance  policies  on  the  lives of  the  following  executive
+officers:   Eli  N. Futerman, $2,206; Daniel J. Chessin,  $1,520;
+Timothy Vergo, $1,083, and Albert J. Van Erp, $1,261.
+
+(4)  Includes  $29,093  of premiums paid by  the  Company  during
+Fiscal 2000 on four insurance policies owned by, and on the  life
+of,   Mr.   Futerman,  which  have  a  total  death  benefit   of
+approximately  $2,525,000 and under which Mr.  Futerman  has  the
+discretion to designate the beneficiary or beneficiaries.
+
+(5)  Peter J. Adamski, Vice President-Finance and Chief Financial
+Officer  since August, 1998, resigned from the Company  in  July,
+2000.
+
+
+</TABLE>
+
+OPTIONS GRANTS IN FISCAL 2000
+
+      The  Company  did not make any stock option  grants  during
+Fiscal  2000  to  the  Company's President  and  Chief  Executive
+Officer  or  the Company's other Named Executive Officers  during
+such fiscal year.
+
+OPTION EXERCISES IN FISCAL 2000
+
+      The  following table sets forth stock options exercised  by
+the Company's President and Chief Executive Officer and the other
+Named  Executive Officers during Fiscal 2000 and the  number  and
+value of all unexercised options at September 30, 2000.
+
+
+<TABLE>
+<CAPTION>
+
+  Aggregated Option/SAR Exercises in the Last Fiscal Year and
+               Fiscal Year-End Option/SAR Values
+
+
+
+                              Shares Acquired        Value
+Name                          on Exercise (#)    Realized ($)
+<S>                          <C>                <C>
+Eli N. Futerman
+President and Chief
+Executive Officer                   ____             ____
+
+Daniel J. Chessin
+Executive Vice President            ____             ____
+
+Peter J. Adamski(2)
+Vice President-Finance and
+Chief Financial Officer             ____             ____
+
+Timothy Vergo
+Vice President
+Wholesale Operations                ____             ____
+
+Albert J. Van Erp
+Vice President - Controller         ____             ____
+
+<PAGE 9>
+
+</TABLE>
+
+<TABLE>
+<CAPTION>
+
+
+  Aggregated Option/SAR Exercises in the Last Fiscal Year and
+               Fiscal Year-End Option/SAR Values
+
+                                       Number of
+                                Securities Underlying
+                              Unexercised Options/SARs
+                                 at Fiscal Year End
+                                         2000
+Name                           Exercisable      Unexercisable
+<S>                          <C>             <C>
+Eli N. Futerman
+President and Chief
+Executive Officer                     46,683        ____
+
+Daniel J. Chessin
+Executive Vice President              61,152        ____
+
+Peter J. Adamski(2)
+Vice President-Finance and
+Chief Financial Officer                 ____        ____
+
+Timothy Vergo
+Vice President
+Wholesale Operations                  51,117        ____
+
+Albert J. Van Erp
+Vice      President      -            43,517        ____
+Controller
+
+</TABLE>
+
+<PAGE 10>
+
+<TABLE>
+<CAPTION>
+
+  Aggregated Option/SAR Exercises in the Last Fiscal Year and
+               Fiscal Year-End Option/SAR Values
+
+                                     Value of Unexercised
+                                  In-The-Money Options/SARs
+                                    Fiscal Year End  2000
+Name                             Exercisable    Unexercisable(1)
+<S>                           <C>                <C>
+Eli N. Futerman
+President and Chief
+Executive Officer                    ____             ____
+
+Daniel J. Chessin
+Executive Vice President             ____             ____
+
+Peter J. Adamski(2)
+Vice President-Finance and
+Chief Financial Officer              ____             ____
+
+Timothy Vergo
+Vice President
+Wholesale Operations                 ____             ____
+
+Albert J. Van Erp
+Vice President - Controller          ____             ____
+
+(1)  An "in-the-money" stock option is an option for which the market
+price on September 30, 2000 of the Company's Common Stock underlying the
+option exceeds the option exercise price. As of September 30, 2000,
+the market price of the Company's Common Stock was $0.813. The exercise
+price of the options disclosed in the above table exceeded the market price
+of the Company's Common Stock on that date.
+
+(2)   Peter   J. Adamski Vice President Fianace  and Chief Financial
+Officer since August, 1998, resigned from the Company in July, 2000.
+
+</TABLE>
+
+<PAGE 11>
+
+COMPENSATION OF DIRECTORS
+
+      The  Company's non-employee directors are paid  $1,000  for
+each  Board meeting and $500 for each committee meeting  attended
+and  reimbursed for ordinary and necessary expenses  incurred  in
+connection  with such meetings.  On March 15, 2000 the  Board  of
+Directors  approved a grant to each of the non-employee directors
+of an option to purchase up to 5,000 shares of Common Stock.  The
+grant is subject to shareholder approval.
+
+COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
+
+     During Fiscal 2000, the Compensation Committee was comprised
+of  Messrs. Eli N. Futerman, William A. Buckingham and E.  Philip
+Saunders.   Eli N. Futerman is the Company's President and  Chief
+Executive  Officer.  Mr. Robert I. Israel, a former director  who
+did  not  stand for re-election, served on the Board of Directors
+and  was  a  compensation committee member from October  1,  1999
+through  March  15,  2000.   He is  a  Managing  Director  of  an
+Investment  Banking  firm  which  has,  in  the  past,   provided
+investment banking services to the Company.
+
+Item  12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS  AND
+MANAGEMENT
+
+      The  following  table sets forth the number  of  shares  of
+Common Stock beneficially owned at December 31, 2000 by (i)  each
+director,  (ii)  each  Named  Executive  Officer,  (iii)  by  all
+directors and Named Executive Officers of the Company as a  group
+and  (iv)  each  person or other entity known by the  Company  to
+beneficially own more than 5% of the outstanding common stock.
+
+Director, Nominee     Amount and Nature of         Percent of
+or Group              Beneficial Ownership (1)     Class (6)
+
+Eli N. Futerman,        2,917,317  (2)                  60.9
+President, Chief
+Executive Officer
+and Director
+
+Daniel J. Chessin,        146,794  (3)                   3.1
+Executive Vice
+President, Secretary
+and Director
+
+Stephen B. Ashley,          9,348  (4)                     *
+Director
+
+William A. Buckingham,      5,000  (4)                     *
+Director
+
+Gordon E. Forth,                0                          *
+Director
+
+Nathan Lewinger,                0                          *
+Director
+
+E. Philip Saunders,         7,747  (4)                     *
+Director
+
+Albert J. Van Erp,         43,517  (4)                     *
+Vice President -
+Controller
+
+Timothy Vergo,             51,117  (4)                   1.1
+Vice President -
+Wholesale Operations
+
+All Directors and Named
+Executive Officers of
+the Company as a Group
+(9 persons)              3,197,833  (5)                 64.4
+
+<PAGE 12>
+
+*  Indicates the number of shares constitutes less than 1% of the
+outstanding Common Stock.
+
+(1) Unless otherwise indicated, the persons included in the table
+have  sole voting and sole investment power with respect  to  the
+shares  owned by him.  Shares of common stock subject to  options
+that  are  either currently exercisable or exercisable  with  the
+Company  within  60 days of December 31, 2000 are  deemed  to  be
+outstanding and to be beneficially owned by the option holder for
+purposes  of computing the percentage of ownership of the  option
+holder.   These  shares, however, are not treated as  outstanding
+for  purposes of computing the percentage ownership of any  other
+person.
+
+(2)  Includes  16,482  shares owned by Mr.  Futerman's  immediate
+family  and 46,683 shares which may be purchased by Mr.  Futerman
+pursuant  to  stock  options that are  currently  exercisable  or
+become  exercisable within 60 days from December 31, 2000.   Also
+includes 2,362,060 shares over which Mr. Futerman has voting  and
+investment  control as the executor of Michael Futerman's  Estate
+and  trustee of the Michael Futerman Living Trust and voting  and
+investment  control  over 179,960 shares  in  the  name  of  Sara
+Futerman.   Under Michael Futerman's will and Living  Trust,  his
+shares  have been distributed to a marital trust under the Living
+Trust, for the benefit of Michael Futerman's wife, Sara Futerman.
+Eli  N.  Futerman  will  continue to have voting  and  investment
+control  over these shares as trustee of the marital trust.   Mr.
+Futerman  disclaims beneficial ownership of shares  not  held  of
+record by him, individually, as executor or as trustee.
+
+<PAGE 13>
+
+(3)  Includes  77,899 shares owned of record by  members  of  Mr.
+Chessin's  immediate  family  and  61,152  shares  which  may  be
+purchased  by  Mr.  Chessin pursuant to stock  options  that  are
+currently  exercisable or become exercisable within  60  days  of
+December  31,  2000.  Mr. Chessin disclaims beneficial  ownership
+over all shares owned by his immediate family members.
+
+(4)  Includes  shares  issuable upon exercise  of  stock  options
+presently exercisable or which become exercisable within 60  days
+from  December  31,  2000 as follows: Stephen  B.  Ashley,  7,747
+shares;  William A. Buckingham, 3,000 shares; E. Philip Saunders,
+7,747  shares;  Timothy Vergo, 51,117 shares; and Albert  J.  Van
+Erp, 43,517 shares.
+
+(5)  Includes  223,463  shares issuable upon  exercise  of  stock
+options presently exercisable or which become exercisable  within
+60 days of December 31, 2000.
+
+(6)  The percentages in this column have been calculated  on  the
+basis  of the 4,745,014 shares outstanding on December 29,  2000,
+plus  the  number  of  shares of Common Stock deemed  outstanding
+pursuant to Securities and Exchange Commission Rule 13d-3(d)(1).
+
+Item 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
+
+      As  of  September 30, 2000, the Company leased from Michael
+Futerman's estate, Eli N. Futerman, Daniel J. Chessin and Ira  D.
+Jevotovsky,  a  former director, and their wives or partnerships,
+corporations or trusts in which such persons have interest, 14 of
+its  21 distribution center sites and 33 of its 77 Advantage Auto
+Stores  sites.   (Michael Futerman, deceased, was  the  Company's
+Chairman  of  the  Board  of Directors  and  a  greater  than  5%
+beneficial  owner  of  Common  Stock;  Eli  N.  Futerman  is  the
+Company's President and Chief Executive Officer, a director and a
+greater  than  5%  beneficial owner of Common  Stock;  Daniel  J.
+Chessin is the Company's Executive Vice President, Secretary  and
+a  Director.)   The  approximate total gross distribution  center
+space under such leases was 355,360 square feet.  The approximate
+aggregate store space under such leases was 181,008 square  feet.
+All  such  leases  provide for security  deposits  equal  to  one
+month's  rent, annual base rental increases equal to  the  annual
+increase  in a specified Consumer Price Index ("CPI") applied  to
+the  preceding  year's  base rent, and for  the  Company  to  pay
+insurance,  real  property taxes, utilities and  to  perform  all
+maintenance  and  repairs.   In Fiscal  2000,  the  Company  paid
+approximately  $1,835,000  as base rental  for  all  distribution
+centers and store properties under such related party leases.  As
+of  September 30, 2000, the total base rentals payable under  all
+such  distribution  center and store leases through  the  end  of
+their respective terms was approximately $7.1 million, subject to
+CPI-based  increases described above.  Some of the aforementioned
+leases  have  been capitalized.  These rental figures  are  total
+rents   for  all  such  leases,  including  amounts  representing
+interest under those leases which have been capitalized.
+
+<PAGE 14>
+
+      The  Company leases two direct distribution locations  from
+the Company's former Vice President of Direct Distribution, David
+M. Appelbaum and a third location from a partnership comprised of
+David  M.  Appelbaum and an additional unaffiliated  party.   The
+total  gross  space  under  such leases is  approximately  54,400
+square  feet.   The leases require the Company to pay  insurance,
+real property taxes, utilities and to perform all maintenance and
+repairs.   As  of  September 30, 2000,  the  total  base  rentals
+payable  under  these leases through the end of their  respective
+terms  was  approximately $1.3 million or approximately  $335,000
+annually.
+
+      The  Company  is liable under guarantees in  favor  of  the
+holder  of first priority mortgages covering the property  leased
+from  Mr. Appelbaum pursuant to which approximately $1.5  million
+in  the aggregate was outstanding as of September 30, 2000.   Mr.
+Appelbaum  agreed  to  indemnify, defend and  hold  harmless  the
+Company  from any losses which arise from or are related to  such
+guarantees.
+
+      By  an Agreement dated August 14, 1995, the Company entered
+into  a split-dollar arrangement with a Trust established by  Eli
+N.  Futerman of which Manufacturers and Traders Trust Company  is
+the  Trustee.   Pursuant to the Agreement,  the  Company  pays  a
+portion of the annual premium on an insurance policy held in  the
+Trust.  The policy is a single life policy payable upon the death
+of  Mr.  Futerman.  The face value of the policy is  $1  million.
+Pursuant  to  the  terms of the Trust, Mr. Futerman's  wife  will
+receive  the  proceeds of the policy (less reimbursement  to  the
+Company for premiums) if she survives her husband.  The amount of
+all  premiums  paid by the Company constitutes indebtedness  from
+the Trust to the Company.  Upon termination of the Agreement, the
+Company is entitled to receive from the Trust the amount equal to
+the  premiums it has paid.  The Company paid $14,008 of  premiums
+during  the 2000 fiscal year in connection with this arrangement.
+Mr. Futerman acquired this policy during Fiscal 1994.
+
+<PAGE 15>
+
+     By an Agreement dated January 18, 1996, and later amended on
+June 1, 2000, the Company entered into a split-dollar arrangement
+with  a  Trust  established by Daniel J. Chessin of  which  Fleet
+Trust  Company  is the Trustee.  Pursuant to the  Agreement,  the
+Company  pays  a  portion of the annual premium on  an  insurance
+policy  held  in the Trust.  The policy is a single  life  policy
+payable  upon  the death of Mr. Chessin.  The face value  of  the
+policy  is  $3 million.  Pursuant to the terms of the Trust,  Mr.
+Chessin's  wife  will receive the proceeds of  the  policy  (less
+reimbursement  to the Company for premiums) if she  survives  her
+husband.   The  amount  of  all  premiums  paid  by  the  Company
+constitutes  indebtedness from the Trust to  the  Company.   Upon
+termination of the Agreement, the Company is entitled to  receive
+from the Trust the amount equal to the premiums it has paid.  The
+Company  paid $11,851 of premiums during the 2000 fiscal year  in
+connection with this agreement.  Mr. Chessin acquired this policy
+during Fiscal 1994.
+
+     In February, 1996, Michael Futerman, since deceased, and Eli
+N.  Futerman  advanced $2.5 million to the Company.  The  Company
+repaid $350,000 of this debt and exchanged five-year subordinated
+demand  notes  representing the $2,150,000 principal  balance  of
+this  debt.   The Futermans' subordinated notes bear interest  at
+the  rate  of  12% per annum.  Interest is payable monthly.   The
+notes  are redeemable at the option of the Company, in  whole  or
+part, at any time, subject to a subordination agreement with  the
+Company's lender, Fleet Capital Corporation.  During Fiscal 2000,
+the Estate of Michael Futerman, (the former Chairman of the Board
+and  majority  stockholder of the Company), and Eli N.  Futerman,
+(President and Chief Executive Officer of the Company),  deferred
+principal   payments  due  them  from  the  Company   under   the
+subordinated notes until 2003.  As a result, in Fiscal 2000,  the
+Company  made  interest payments only on the subordinated  notes.
+In  the  event  that the Company's net income  is  $4,141,000  or
+greater  in  any  fiscal  year, then  the  Company  must  make  a
+principal  prepayment on the notes equal to 19.186%  of  its  net
+income  in excess of such amount, provided the Company is not  in
+default under the credit facility with Fleet Capital Corporation.
+The  notes  are unsecured and subordinate to all of the Company's
+indebtedness to Fleet Capital Corporation.
+
+<PAGE 16>
+
+      On or about December 3, 1998, FCA Associates, a partnership
+consisting  of, at that time, Eli N. Futerman, Daniel J.  Chessin
+and  David  M.  Appelbaum,  entered  into  a  purchase  and  sale
+agreement  with  a  third party for the  purchase  of  three  (3)
+properties located in Rochester, New York and the Towns of Gates,
+New  York and Farmington, New York.  The Company is a tenant with
+direct  distribution facilities at the latter two locations.  The
+closing of the transaction took place on January 15, 1999 and the
+Company  leases  were  assigned  from  the  third  party  to  FCA
+Associates.   The total gross space of the latter two  leases  is
+approximately 9,500 square feet.  The leases require the  Company
+to  pay  for liability insurance, real property taxes,  utilities
+and to perform all interior maintenance and repairs.  The Company
+closed  its  Merchants  Road  direct  distribution  facility   in
+Rochester,  New York on or about October 1, 1999  and  ended  its
+occupancy and terminated the lease on or about December 31, 1999.
+As  of  September 30, 2000, the total base rentals payable  under
+the  leases  for Gates, New York and Farmington, New York,  until
+the end of their terms on October 31, 2001, will be approximately
+$104,000, or $96,000 annually.
+
+      Gordon E. Forth, a director of the Company, is a partner in
+Woods  Oviatt Gilman LLP, which serves as the Company's principal
+outside counsel.
+
+                           SIGNATURES
+
+Pursuant  to  the requirements of Section 13 or 15(d) of  the  Securities
+Exchange Act of 1934, the Company has duly caused this Form 10-K/A to  be
+signed on its behalf by the undersigned, thereunto duly authorized.
+
+                           HAHN AUTOMOTIVE WAREHOUSE, INC.
+
+
+Date: January 29, 2001     By: *S// Eli N. Futerman
+                      Eli N. Futerman,
+                      President and Chief Executive Officer
+                      (Principal Executive Officer)
+
+Pursuant  to the requirements of the Securities Exchange  Act  of
+1934,  this Form 10-K/A has been signed by the following  persons
+on behalf of the registrant and in the capacities and on the date
+indicated.
+
+
+Date: January 29, 2001     *S// Eli N. Futerman
+                      Eli N. Futerman, Director
+
+
+Date: January 29, 2001     *S// Albert J. Van Erp
+                      Albert J. Van Erp
+                      Vice President - Controller
+                      (Principal Financial Officer)
+
+
+Date: January 29, 2001     *S// Daniel J. Chessin
+                      Daniel J. Chessin, Director
+
+<PAGE 17>
+
+Date: January 29, 2001     *S// Stephen B. Ashley
+                      Stephen B. Ashley, Director
+
+
+Date: January 29, 2001     *S// William A. Buckingham
+                      William A. Buckingham, Director
+
+
+Date: January 29, 2001     *S// Gordon E. Forth
+                      Gordon E. Forth, Director
+
+Date: January 29, 2001     *S// Nathan Lewinger
+                      Nathan Lewinger, Director
+
+
+Date: January 29, 2001     *S// E. Philip Saunders
+                      E. Philip Saunders, Director
+
+
+* By: S// Eli N. Futerman
+       Eli N. Futerman, Attorney-in-Fact
+
+</TEXT>
+</DOCUMENT>
+</SEC-DOCUMENT>
+-----END PRIVACY-ENHANCED MESSAGE-----