As filed with the Securities and Exchange Commission on
                         August 10, 1999

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933

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

     New York                                 16-0467030
(State of incorporation)(I.R.S. EmployerIdentification Number)

         415 West Main Street, Rochester, New York 14608
                         (716) 235-1595
       (Address, including zip code and telephone number,
including area code, of Registrant's principal executive offices)

                 HAHN AUTOMOTIVE WAREHOUSE, INC.
                      AMENDED AND RESTATED
                     1992 STOCK OPTION PLAN
                    (Full Title of the Plan)

                         Eli N. Futerman
              President and Chief Executive Officer
                 Hahn Automotive Warehouse, Inc.
         415 West Main Street, Rochester, New York 14608
    (Name, address, including zip code, and telephone number,
           including area code, of agent for service)

                         With copies to:

                      Gordon E. Forth, Esq.
           Woods, Oviatt, Gilman, Sturman & Clarke LLP
            700 Crossroads Building, Two State Street
                    Rochester, New York 14614
                         (716) 987-2800
<PAGE 1>
                 CALCULATION OF REGISTRATION FEE


                        Proposed    Proposed
Title of                maximum     maximum
securities  Amount to   offering    aggregated   Amount of
to be       be          price per   offering     registration
registered  registered  share       price        fee

Common      550,000     $1.64       $902,000(2)  $251
Stock, par  shares (1)
value $.01
per share

(1)  Plus  such  additional number of shares  as  may  be  issued
     pursuant to the Hahn Automotive Warehouse, Inc. Amended  and
     Restated 1992 Stock Option in the event of a stock dividend,
     stock split, split-up, recapitalization or other similar event.

(2)  This  proposed maximum offering price per share is equal  to
     the average of the high and low sale price of a share of common
     stock of Hahn Automotive Warehouse, Inc. on August 6, 1999 as
     reported on the Nasdaq small market cap system pursuant to Rules
     457(c) and (h) under the Securities Act of 1933, as amended.

<PAGE 2>

        INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The contents of the Registration Statement on Form S-8 filed
by  Hahn  Automotive  Warehouse, Inc., with  the  Securities  and
Exchange Commission (File Nos. 33-64100 and 33-81854) pursuant to
the  Securities Act of 1933, as amended, including  the  exhibits
thereto,  are  incorporated by reference into  this  Registration
Statement.
<PAGE 3>
                           SIGNATURES

     Pursuant to the requirements of the Securities Act of  1933,
the  registrant  certifies  that it  has  reasonable  grounds  to
believe that it meets all of the requirements for filing on  Form
S-8  and has duly caused this registration statement to be signed
on  its behalf by the undersigned, thereunto duly authorized,  in
the City of Rochester, New York, on August 9, 1999.

                    HAHN AUTOMOTIVE WAREHOUSE, INC.

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


<PAGE 4>

                        POWER OF ATTORNEY

     KNOW  ALL  MEN  BY THESE PRESENTS, that we, the  undersigned
officers and directors of Hahn Automotive Warehouse, Inc., hereby
severally  constitute Eli N. Futerman and Peter J.  Adamski,  and
each  of  them  singly, our true and lawful attorneys  with  full
power to them, and each of them singly, to sign for us and in our
names   in  the  capacities  indicated  below,  the  registration
statement  filed  herewith and any and  all  amendments  to  said
registration  statement, and generally to do all such  things  in
our  names  and  in our capacities as officers and  directors  to
enable  Hahn  Automotive  Warehouse, Inc..  to  comply  with  the
provisions of the Securities Act of 1933 and all requirements  of
the  Securities  and  Exchange Commission, hereby  ratifying  and
confirming  our  signatures as they may be  signed  by  our  said
attorneys, or any of them, to said registration statement and any
and all amendments thereto.

     Pursuant to the requirements of the Securities Act of  1933,
this  registration  statement  has  been  signed  below  by   the
following persons in the capacities and on the date indicated.

Signature           Capacity                           Date

/s/ Eli N. Futerman     President and Chief        August 9, 1999
Eli N. Futerman         Executive Officer
                        and Director

/s/ Peter J. Adamski    Vice President Finance     August 9, 1999
Peter J. Adamski        and Chief Financial
                        Officer


/s/ Mike Futerman       Chairman of the Board      August 9, 1999
Mike Futerman           and Director

/s/ Daniel J. Chessin   Executive Vice President,  August 9, 1999
Daniel J. Chessin       Secretary and Director

/s/ Stephen B. Ashley   Director                   August 9, 1999
Stephen B. Ashley

/s/ William Buckingham  Director                   August 9, 1999
William Buckingham

/s/ Robert I. Israel    Director                   August 9, 1999
Robert I. Israel

/s/ E. Phillip Saunders Director                   August 9, 1999
E. Phillip Saunders

<PAGE 5>

                          EXHIBIT INDEX



Exhibit No.                   Description


5.1            Opinion of Woods, Oviatt, Gilman, Sturman & Clarke
               LLP as to the legality of the securities being
               registered

23.1           Consent of Woods, Oviatt, Gilman, Sturman & Clarke
               LLP (included in Exhibit 5.1)

23.2           Consent of PricewaterhouseCoopers LLP

24.1           Powers of Attorney (included on page 4 of this
               registration statement)

<PAGE 6>
                                                      EXHIBIT 5.1


          WOODS, OVIATT, GILMAN, STURMAN & CLARKE, LLP
                     700 Crossroads Building
                        Two State Street
                    Rochester, New York 14614



                         August 9, 1999


Hahn Automotive Warehouse, Inc.
415 West Main Street
Rochester, New York 14608

Gentlemen:

     This   opinion   is   furnished  in  connection   with   the
registration, pursuant to the Securities Act of 1933, as  amended
(the  "Act"), of 550,000 shares of common stock, par  value  $.01
per  share (the 'Shares"), of Hahn Automotive Warehouse, Inc.,  a
New York corporation (the "Company").

     In  connection with rendering this opinion, we have examined
the Certificate of Incorporation and By-Laws of the Company, each
as  amended to date; such records of the corporate proceedings of
the  Company  as we deemed material; a registration statement  on
Form  S-8 under the Act relating to the Shares (the "Registration
Statement")   and   the   prospectus   contained   therein   (the
"Prospectus");  the Hahn Automotive Warehouse, Inc.  Amended  and
Restated  1992  Stock  Option Plan; and such other  certificates,
receipts,  records and documents as we considered  necessary  for
the purposes of this opinion.

     In  our examination, we have assumed the genuineness of  all
signatures,   the   legal  capacity  of  natural   persons,   the
authenticity  of  all  documents submitted to  us  as  certified,
photostatic  or  facsimile  copies,  the  authenticity   of   the
originals  of  such  copies  and the authenticity  of  telephonic
confirmations  of  public  officials and  others.   As  to  facts
material  to  our  opinion, we have relied upon  certificates  or
telephonic  confirmations of public officials  and  certificates,
documents,  statements and other information of  the  Company  or
representatives or officers thereof.

     We  are attorneys admitted to practice in State of New York.
We  express  no  opinion concerning the laws of any jurisdictions
other than the laws of the United States of America and the  laws
of  the State of New York.

<PAGE 7>

Hahn Automotive Warehouse, Inc.
August 9, 1999
Page -2-


     Based  upon the foregoing, we are of the opinion  that  when
the  Shares have been issued and paid for in accordance with  the
terms of the Prospectus, the Shares will be validly issued, fully
paid and nonassessable.

     The foregoing assumes that all requisite steps will be taken
to  comply  with  the  requirements of  the  Act  and  applicable
requirements  of  state laws regulating the  offer  and  sale  of
securities.  We hereby consent to the filing of this  opinion  as
an exhibit to the Registration Statement.

                        Very truly yours,

        /s/ WOODS, OVIATT, GILMAN, STURMAN & CLARKE, LLP
<PAGE 8>
                                                     EXHIBIT 23.1


            CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     We  consent  to  the  incorporation  by  reference  in  this
Registration  Statement on Form S-8 (File No. 333-64100)  of  our
report  dated November 30, 1998, on our audit of the consolidated
financial  statements and financial statement  schedule  of  Hahn
Automotive  Warehouse, Inc. and subsidiary as  of  September  30,
1998, which report is included in the Annual Report on Form 10-K.


               /s/ PricewaterhouseCoopers LLP


Rochester, New York
August 9, 1999


<PAGE 9>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 9861}]
{"company-data": {"conformed-name": "HAHN AUTOMOTIVE WAREHOUSE INC", "cik": "0000888781", "assigned-sic": "5013", "irs-number": "160467030", "state-of-incorporation": "NY", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85533", "film-number": "99695723"}, "business-address": {"street1": "415 W MAIN ST", "city": "ROCHESTER", "state": "NY", "zip": "14608", "phone": "7162351595"}, "mail-address": {"street1": "415 WEST MAIN STREET", "city": "ROCHESTER", "state": "NY", "zip": "146081944"}}
As filed with the Securities and Exchange Commission on
                         August 10, 1999

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933

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

     New York                                 16-0467030
(State of incorporation)(I.R.S. EmployerIdentification Number)

         415 West Main Street, Rochester, New York 14608
                         (716) 235-1595
       (Address, including zip code and telephone number,
including area code, of Registrant's principal executive offices)

                 HAHN AUTOMOTIVE WAREHOUSE, INC.
                      AMENDED AND RESTATED
                     1992 STOCK OPTION PLAN
                    (Full Title of the Plan)

                         Eli N. Futerman
              President and Chief Executive Officer
                 Hahn Automotive Warehouse, Inc.
         415 West Main Street, Rochester, New York 14608
    (Name, address, including zip code, and telephone number,
           including area code, of agent for service)

                         With copies to:

                      Gordon E. Forth, Esq.
           Woods, Oviatt, Gilman, Sturman & Clarke LLP
            700 Crossroads Building, Two State Street
                    Rochester, New York 14614
                         (716) 987-2800
CALCULATION OF REGISTRATION FEE

                        Proposed    Proposed
Title of                maximum     maximum
securities  Amount to   offering    aggregated   Amount of
to be       be          price per   offering     registration
registered  registered  share       price        fee

Common      550,000     $1.64       $902,000(2)  $251
Stock, par  shares (1)
value $.01
per share

(1)  Plus  such  additional number of shares  as  may  be  issued
     pursuant to the Hahn Automotive Warehouse, Inc. Amended  and
     Restated 1992 Stock Option in the event of a stock dividend,
     stock split, split-up, recapitalization or other similar event.

(2)  This  proposed maximum offering price per share is equal  to
     the average of the high and low sale price of a share of common
     stock of Hahn Automotive Warehouse, Inc. on August 6, 1999 as
     reported on the Nasdaq small market cap system pursuant to Rules
     457(c) and (h) under the Securities Act of 1933, as amended.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The contents of the Registration Statement on Form S-8 filed
by  Hahn  Automotive  Warehouse, Inc., with  the  Securities  and
Exchange Commission (File Nos. 33-64100 and 33-81854) pursuant to
the  Securities Act of 1933, as amended, including  the  exhibits
thereto,  are  incorporated by reference into  this  Registration
Statement.
SIGNATURES

     Pursuant to the requirements of the Securities Act of  1933,
the  registrant  certifies  that it  has  reasonable  grounds  to
believe that it meets all of the requirements for filing on  Form
S-8  and has duly caused this registration statement to be signed
on  its behalf by the undersigned, thereunto duly authorized,  in
the City of Rochester, New York, on August 9, 1999.

                    HAHN AUTOMOTIVE WAREHOUSE, INC.

                    By:  /s/  Peter J. Adamski
                    Name:     Peter J. Adamski
                    Title:    Vice President Finance and Chief Financial
                              Officer
POWER OF ATTORNEY

     KNOW  ALL  MEN  BY THESE PRESENTS, that we, the  undersigned
officers and directors of Hahn Automotive Warehouse, Inc., hereby
severally  constitute Eli N. Futerman and Peter J.  Adamski,  and
each  of  them  singly, our true and lawful attorneys  with  full
power to them, and each of them singly, to sign for us and in our
names   in  the  capacities  indicated  below,  the  registration
statement  filed  herewith and any and  all  amendments  to  said
registration  statement, and generally to do all such  things  in
our  names  and  in our capacities as officers and  directors  to
enable  Hahn  Automotive  Warehouse, Inc..  to  comply  with  the
provisions of the Securities Act of 1933 and all requirements  of
the  Securities  and  Exchange Commission, hereby  ratifying  and
confirming  our  signatures as they may be  signed  by  our  said
attorneys, or any of them, to said registration statement and any
and all amendments thereto.

     Pursuant to the requirements of the Securities Act of  1933,
this  registration  statement  has  been  signed  below  by   the
following persons in the capacities and on the date indicated.

Signature           Capacity                           Date

/s/ Eli N. Futerman     President and Chief        August 9, 1999
Eli N. Futerman         Executive Officer
                        and Director

/s/ Peter J. Adamski    Vice President Finance     August 9, 1999
Peter J. Adamski        and Chief Financial
                        Officer

/s/ Mike Futerman       Chairman of the Board      August 9, 1999
Mike Futerman           and Director

/s/ Daniel J. Chessin   Executive Vice President,  August 9, 1999
Daniel J. Chessin       Secretary and Director

/s/ Stephen B. Ashley   Director                   August 9, 1999
Stephen B. Ashley

/s/ William Buckingham  Director                   August 9, 1999
William Buckingham

/s/ Robert I. Israel    Director                   August 9, 1999
Robert I. Israel

/s/ E. Phillip Saunders Director                   August 9, 1999
E. Phillip Saunders
EXHIBIT INDEX

Exhibit No.                   Description

5.1            Opinion of Woods, Oviatt, Gilman, Sturman & Clarke
               LLP as to the legality of the securities being
               registered

23.1           Consent of Woods, Oviatt, Gilman, Sturman & Clarke
               LLP (included in Exhibit 5.1)

23.2           Consent of PricewaterhouseCoopers LLP

24.1           Powers of Attorney (included on page 4 of this
               registration statement)
EXHIBIT 5.1

          WOODS, OVIATT, GILMAN, STURMAN & CLARKE, LLP
                     700 Crossroads Building
                        Two State Street
                    Rochester, New York 14614

                         August 9, 1999

Hahn Automotive Warehouse, Inc.
415 West Main Street
Rochester, New York 14608

Gentlemen:

     This   opinion   is   furnished  in  connection   with   the
registration, pursuant to the Securities Act of 1933, as  amended
(the  "Act"), of 550,000 shares of common stock, par  value  $.01
per  share (the 'Shares"), of Hahn Automotive Warehouse, Inc.,  a
New York corporation (the "Company").

     In  connection with rendering this opinion, we have examined
the Certificate of Incorporation and By-Laws of the Company, each
as  amended to date; such records of the corporate proceedings of
the  Company  as we deemed material; a registration statement  on
Form  S-8 under the Act relating to the Shares (the "Registration
Statement")   and   the   prospectus   contained   therein   (the
"Prospectus");  the Hahn Automotive Warehouse, Inc.  Amended  and
Restated  1992  Stock  Option Plan; and such other  certificates,
receipts,  records and documents as we considered  necessary  for
the purposes of this opinion.

     In  our examination, we have assumed the genuineness of  all
signatures,   the   legal  capacity  of  natural   persons,   the
authenticity  of  all  documents submitted to  us  as  certified,
photostatic  or  facsimile  copies,  the  authenticity   of   the
originals  of  such  copies  and the authenticity  of  telephonic
confirmations  of  public  officials and  others.   As  to  facts
material  to  our  opinion, we have relied upon  certificates  or
telephonic  confirmations of public officials  and  certificates,
documents,  statements and other information of  the  Company  or
representatives or officers thereof.

     We  are attorneys admitted to practice in State of New York.
We  express  no  opinion concerning the laws of any jurisdictions
other than the laws of the United States of America and the  laws
of  the State of New York.
Hahn Automotive Warehouse, Inc.
August 9, 1999
Page -2-

     Based  upon the foregoing, we are of the opinion  that  when
the  Shares have been issued and paid for in accordance with  the
terms of the Prospectus, the Shares will be validly issued, fully
paid and nonassessable.

     The foregoing assumes that all requisite steps will be taken
to  comply  with  the  requirements of  the  Act  and  applicable
requirements  of  state laws regulating the  offer  and  sale  of
securities.  We hereby consent to the filing of this  opinion  as
an exhibit to the Registration Statement.

                        Very truly yours,

        /s/ WOODS, OVIATT, GILMAN, STURMAN & CLARKE, LLP
EXHIBIT 23.1

            CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     We  consent  to  the  incorporation  by  reference  in  this
Registration  Statement on Form S-8 (File No. 333-64100)  of  our
report  dated November 30, 1998, on our audit of the consolidated
financial  statements and financial statement  schedule  of  Hahn
Automotive  Warehouse, Inc. and subsidiary as  of  September  30,
1998, which report is included in the Annual Report on Form 10-K.

               /s/ PricewaterhouseCoopers LLP

Rochester, New York
August 9, 1999