10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K
                 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 1995 Commission File 
Number 1-10091
             
HUNTWAY PARTNERS, L.P.
(Exact Name of Registrant as Specified in its Charter)

	Delaware	36-3601653
	(State or Other Jurisdiction of 	(I.R.S. Employer
	Incorporation or Organization)	Identification No.)

	25129 The Old Road, #322                        
	Newhall, California  	91381 	
	(Address of Principal Executive Offices)	(Zip Code)

Registrant's Telephone Number Including Area Code:  (805) 286-
1582
                  
Securities Registered Pursuant to Section 12(b) of the Act:

 		Name of Each Exchange
	Title of Each Class	on Which Registered

	Common Units	New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(b) of the 
Securities Exchange Act of 1934 during the preceding 12 months 
(or for such shorter period that the registrant was required to 
file such reports), and (2) has been subject to such filing 
requirements for the past 90 days.     
Yes   X       No       .

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 considered, to the best of registrant's 
knowledge, in definitive proxy or information statements 
incorporated by reference in Part III of the Form 10-K or any 
amendment to this Form 10-K. [   ]

At April 1, 1996, the aggregate market value of the Partnership 
Units held by non-affiliates of the registrant was approximately 
$3,110,667 based upon the closing price of its units on the New 
York Stock Exchange Composite tape.  At April 1, 1996, there were 
11,556,250 Units outstanding.
                  
DOCUMENTS INCORPORATED BY REFERENCE

	Document 	Form 10-K Part

Specified portions of Registrant's
Registration Statement on Form S-1 as amended by
Amendment No. 3, filed November 9, 1988	Part II


PART I


Item 1.  Business of the Partnership

INTRODUCTION

Huntway Partners, L.P., a Delaware limited partnership (the 
"Partnership"), owns three crude oil refineries located in 
California and Arizona.  The Partnership is currently operating 
the two California refineries while the Arizona refinery has been 
shutdown since August 1993 due to adverse market conditions.

The managing general partner of the Partnership is Huntway 
Managing Partner, L.P. (the "Managing General Partner"), a 
Delaware limited partnership. The Managing General Partner owns a 
0.9% general partner interest in the Partnership. See "Cash 
Distribution Policy" and "Management".  The Managing General 
Partner and Huntway Holdings, L.P. ("Huntway Holdings"), the 
special general partner of the Partnership (the "Special General 
Partner"), are collectively referred to herein as the "General 
Partners".  The General Partners are under common ownership.

The principal executive offices of the Partnership and General 
Partners are located at 25129 The Old Road, Suite 322, Newhall, 
California 91381 and their telephone number is (805) 286-1582. 

General:

The three refineries owned by Huntway are located in Wilmington, 
California, near Los Angeles Harbor, in Benicia, California, near 
San Francisco Bay and in Coolidge, Arizona, which is midway 
between Phoenix and Tucson.  The Wilmington, Benicia and Coolidge 
refineries have refining capacities of 6,000 barrels per day 
("bpd"), 9,000 bpd and 8,500 bpd, respectively.

The two California refineries produce liquid asphalt products and 
light-end products such as gas oil, diesel fuel, naphtha and 
kerosene distillate, from crude oil obtained from onshore and 
offshore California production sources.  The Arizona refinery, 
which was shut down in August 1993, also produced jet fuel and 
diesel fuel.  The California refineries supply liquid asphalt to 
hot mix asphalt producers, material supply companies, contractors 
and government agencies principally for use in road paving in 
California, and to a lesser extent Arizona, Nevada, Utah, Oregon 
and Mexico.  The Arizona refinery is owned by a subsidiary of the 
Partnership, Sunbelt Refining Company, L.P. ("Sunbelt").  The 
refining business conducted by the Partnership, its subsidiary 
and its predecessors since 1979 is referred to herein as 
"Huntway".

Most competing refineries typically produce liquid asphalt as a 
residual by-product from the refining of higher cost and higher 
quality, light crude oil into products such as gasoline.  In 
contrast, Huntway's California refineries were designed 
specifically for the production of liquid asphalt from lower 
cost, lower quality, heavy crude oil produced in California.

Products and Markets:

Market Area

Huntway markets liquid asphalt primarily in California and, to a 
lesser extent, in Nevada, Utah, Arizona and Oregon.  The market 
area served by the Wilmington refinery includes the southern 
portion of California from Bakersfield to San Diego, into Baja, 
California in Mexico, and east into southern Nevada and Arizona 
(the "Southern Market").  The market area covered by the Benicia 
refinery includes most of northern California from Monterey and 
Modesto north to southern Oregon and east to northern Nevada and 
Utah (the "Northern Market").  The Arizona refinery market area 
is no longer serviced through its Sunbelt refinery, as the 
refinery was shut down in August 1993.

Liquid Asphalt

Liquid asphalt is Huntway's principal product and accounted for 
approximately 54% of its revenues in 1995 and 1994.  The 
principal uses of liquid asphalt are in road paving and, to a 
lesser extent, in the manufacture of roofing products.  About 82% 
of Huntway's liquid asphalt sales consist of paving grade liquid 
asphalt.  The remaining 18% of Huntway's liquid asphalt is sold 
for use in the production of roofing products such as tar paper 
and roofing shingles, as a component of fuel oil sales and other 
specialty products. 
 
Paving grade liquid asphalt is sold by Huntway to hot mix asphalt 
producers, material supply companies, contractors and government 
agencies.  These customers, in turn, mix liquid asphalt with sand 
and gravel to produce "hot mix asphalt" which is used for road 
paving.  

Demand for liquid asphalt is generally lowest in the first 
quarter of the calendar year, slightly higher in the second and 
fourth quarters and significantly higher in the third calendar 
quarter.  In particular, liquid asphalt sales in the Northern 
Market are somewhat more seasonal than sales in the Southern 
Market (including Arizona) due to the rain and cold weather 
usually experienced in the Northern Market during the winter 
months, which affects road paving activities.

Gas Oil

Gas oil accounted for about 27% of Huntway's revenues during 1995 
and 29% during 1994.  This product is used either as a blending 
stock to make marine diesel fuel or bunker fuel or by other 
refiners as a feedstock for the production of gasoline and other 
light petroleum products. 

Kerosene Distillate and Naphtha

Kerosene distillate is primarily sold to customers to be used as 
a refinery feedstock or diesel blendstock.

Huntway also produces a gasoline range naphtha which is sold to 
other refiners for blending or production of finished gasoline 
products.  Sales of kerosene distillate and naphtha accounted for 
approximately  18% and  19% of revenues in 1995 and 1994, 
respectively.

Jet Fuel

Jet fuel, formerly produced in Arizona, was sold to the Defense 
Fuels Supply Command - a branch of the U.S. government - and was 
used as a military aviation fuel.  Due to the closure of the 
Sunbelt Refinery, Huntway did not sell jet fuel in 1994 or 1995 
and it accounted for less than 10% of revenues in 1993.

Diesel Fuel

Diesel fuel, formerly produced in Arizona, was sold to 
distributors as well as end users for use as a motor vehicle 
fuel.  Sales of diesel fuel accounted for less than 10% of 
revenues in 1993.   With the closure of the Sunbelt refinery, 
Huntway is no longer producing diesel fuel and sold none in 1994 
or 1995.

Bunker Fuel Blend Stock

This product is blended with lower viscosity blend stock to make 
finished marine fuels used as a fuel by ocean going ships and 
barges and is sold primarily to ship bunkering companies. Huntway 
did not sell bunker fuel in 1994 but sold a record amount in 1995 
due to extensive rain in the first half of the year.  It 
accounted for less than 1% of revenues in 1993.
	
Major Customers

One customer accounted for 17% of revenues in 1995 and 16% of 
revenues in 1994.  In the event that one or more customers 
significantly reduces the level of their purchases from Huntway, 
Huntway's management believes that it could find alternative 
purchasers for the affected output and that such reduction would 
not have a long-term material adverse effect upon the results of 
Huntway's operations.

Factors Affecting Demand for Liquid Asphalt

General

Demand for liquid paving asphalt products is primarily affected 
by federal, state and local highway spending, commercial 
construction and the level of housing starts and the weather, all 
of which are beyond the control of the Partnership. Government 
highway spending provides a source of demand which is relatively 
unaffected by normal business cycles but is dependent upon 
appropriations. During 1995, approximately 80% of liquid asphalt 
sales were ultimately funded by the public sector.  However, 1994 
results and, to some extent, 1995 results were adversely impacted 
by the January 17, 1994 earthquake which diverted substantial 
public funds designated for road transportation to freeway and 
bridge repair.  This repair effort primarily utilized concrete 
and steel, and thereby depressed 1994 and 1995 public funding of 
conventional asphalt paving.   Historically, approximately 70% of 
Huntway's liquid asphalt sales have been made to purchasers whose 
business is directly tied to these various governmental 
expenditures.  Over the long term the demand for liquid asphalt 
will also tend to be influenced by changes in population, the 
level of commercial construction, and housing activity.

The depressed business environment in California in recent years 
has adversely impacted demand for asphalt by the private sector.  
Increased public sector demand has partially mitigated lower 
private demand.  In 1995, public sector work was delayed in the 
first half of the year due to the heavy rainfall while, in 1994, 
and to some extent in 1995, public funding was diverted to 
freeway and bridge repair resulting from the January 1994 
earthquake.  Private asphalt demand rebounded slightly in 1995 
due to an improved California economy and is expected to increase 
in each of the next few years commensurate with the anticipated 
expansion of the California economy.

In the first half of 1995, unusually heavy rainfall severely 
depressed asphalt demand, as asphalt is not usually laid in rainy 
weather.  However, demand for asphalt did increase in the second 
half of the year versus 1994 second half due to the backlog 
created as a result of the poor weather experienced in the first 
half of the year and a relatively dry fourth quarter 1995.

Government Funding

General.  With the closure of the Sunbelt refinery in 1993, 
Huntway's two remaining refineries are in California, therefore 
the following discussion focuses on government highway funds 
available in California.

Federal Funding.  Federal funding of highway projects is 
accomplished through the Federal Aid Highway Program.  The 
Federal Aid Highway Program is a federally assisted, state 
administered program that distributes federal funds to the states 
to construct and improve urban and rural highway systems.  The 
program is administered by the Federal Highway Administration 
("FHWA"), an agency of the Department of Transportation.  
Substantially all federal highway funds are derived from gasoline 
user taxes assessed at the pump.

State and Local Funding.  In addition to federal funding for 
highway projects, states individually fund transportation 
improvements with the proceeds of a variety of gasoline and other 
taxes.  In California, the California Department of 
Transportation ("CALTRANS") administers state expenditures for 
highway projects.

In June, 1990 voters in the state of California passed a measure 
which increased state gasoline taxes from 9 cents per gallon to 
14 cents per gallon effective August 1, 1990, and by an 
additional 1 cent per gallon on each January 1 thereafter through 
1994.  The additional revenues available to the state are now 
estimated to be about $14 billion over the decade.  However, in 
June 1994, voters in the State of California rejected a measure 
that would have provided an additional $2.0 billion to pay for 
damage to freeways and bridges resulting from the January 17, 
1994 earthquake.  Accordingly, State funding for earthquake 
repair projects was achieved by utilizing funds from the existing 
California transportation budget.

On March 26, 1996, the California electorate approved Proposition 
192, the Seismic Retrofit Bond Act of 1996.  This bond measure 
will raise $2 billion to finance a seismic retrofit program for 
state bridges, highway overpasses and interchanges and will have 
the indirect effect of increasing expenditures for conventional 
road repair and construction over that which would have been 
spent had Proposition 192 not been approved.
                            
Local governmental units (such as cities, counties and townships) 
provide additional funding for road and highway projects through 
various taxes and bond issues.

However, it should be noted that these past increases in 
governmental funding and expenditures to date have not been 
sufficient to entirely offset the decline in private sector 
demand as previously outlined.

Crude Oil Supply

Huntway's California refineries require approximately 15,000 bpd 
of crude oil when operating at their rated capacities.  Total 
refinery crude oil processing capacity in California is 
approximately 1.9 million bpd according to the 1995 Refining 
Survey published by the Oil & Gas Journal.  Refinery capacity for 
the West Coast of the United States, including Hawaii, is 2.9 
million bpd.  These refineries generally run an average of 90% of 
their capacity.  California refineries are supplied primarily by 
onshore and offshore California production and by crude oil 
transported from Alaska with some imports from South America, 
Mexico, the Far East and Persian Gulf.  Current production of 
crude oil in California and Alaska alone totals approximately 2.5 
million bpd.  Legislation has been passed to allow for the export 
of Alaskan North Slope Crude oil.  Management does not believe 
that this will significantly affect Huntway's ability to obtain 
crude oil nor will it have a material effect on Huntway's cost of 
crude oil.

Huntway's California refineries are located near substantial 
crude oil reserves.  A significant portion of this crude oil is 
heavy, high sulfur crude oil, which is well-suited for liquid 
asphalt production due to the higher percentage yield of liquid 
asphalt per barrel.

The Arizona refinery is located adjacent to the All-American 
Pipeline, a common carrier pipeline which transports crude oil 
from California to Texas. 

Huntway coordinates its purchases of crude oil to meet the supply 
needs of all of its existing refineries.  Huntway purchases a 
substantial portion of its crude oil requirements under contracts 
with a variety of crude oil producers for terms varying from 30 
days to 90 days.   In addition, Huntway supplements its contract 
purchases with purchases of crude oil on the "spot" market.

Competition

The markets for refined petroleum products are highly competitive 
and pricing is a primary competitive factor.  With respect to 
liquid asphalt, Huntway's management believes that Huntway's 
reputation for consistently high product quality, its ability to 
provide high levels of service and its long-standing 
relationships with its major customers are important to its 
continued success.

Huntway's five-state market area is served by numerous 
refineries, including refineries operated by major integrated oil 
companies and by other independent refiners.  All of Huntway's 
primary competitors are located in California and many have 
larger refining capacity and greater financial resources than 
does Huntway.  In 1995, Huntway's management believes that Shell 
Oil Company accounted for a majority of the volume of liquid 
asphalt sales in the Northern Market and that Huntway accounted 
for 20% to 25% of liquid asphalt sales in this market area.  The 
remaining 10% to 20% estimated market share is apportioned 
amongst several other competitors located outside of the Northern 
California area.  Chevron ceased producing asphalt in Northern 
California effective January 1, 1994.  Huntway's management 
believes that Paramount (formerly Enron) accounts for 
approximately 50% of the liquid asphalt sales in the Southern 
market and that Huntway and two other competing refineries 
account for the majority of the remainder of liquid asphalt 
sales.

Employees

Huntway currently has 71 full-time and 8 part-time employees.  
None of Huntway's employees is represented by a union, and 
management believes that labor relations have been excellent.

Environmental Matters

Huntway's refinery activities involve the transportation, 
storage, handling and processing of crude oil and petroleum 
products which contain substances regulated under various federal 
and state environmental laws and regulations. Huntway is also 
subject to federal, state and local laws and regulations relating 
to air emissions and disposal of wastewater and hazardous waste, 
as well as other environmental laws and regulations, including 
those governing the handling, treatment, release and cleanup of 
hazardous materials and wastes.

Huntway has from time to time expended significant resources, 
both financial and management, to comply with environmental 
regulations and permitting requirements and anticipates that it 
will continue to be required to expend financial and management 
resources for this purpose in the future.  Stringent new 
environmental regulations have been adopted recently which will 
require most refiners in Huntway's market area to expend 
substantial sums in order to comply. However, these regulations 
principally impact refiners which produce motor vehicle fuels 
which Huntway does not produce.  Compliance with such regulations 
and requirements has not had a material adverse effect on the 
assets, financial position or results of operations of Huntway.  
Huntway estimates that its environmentally-related remediation 
expenditures in 1996 will total approximately $150,000 with such 
expenditures totaling $65,000 in 1995 and $60,000 in 1994.  
Environmentally-related remediation expenditures in 1994 and 1995 
were less than anticipated due to permitting delays resulting 
from regulatory agencies.  This anticipated increase in costs in 
1996 is primarily associated with the closure of a hazardous 
waste surface impoundment at its Wilmington refinery including 
remediation costs associated with removing approximately 20 to 30 
drums improperly buried at the Wilmington refinery site prior to 
its construction.

On May 19, 1995, during testing pursuant to the closure of a 
waste water treatment pond, the Partnership discovered that 
several drums of hazardous materials had been improperly disposed 
of at the site of the Wilmington refinery.  Subsequent 
geophysical testing to date indicates that approximately 20 to 30 
of such drums had been improperly disposed of at the site.  The 
materials had been stored in drums and disposed of under the 
waste water treatment pond apparently at the time of its 
construction.  Although the Partnership believes that it has 
claims against the former owners and operators of the site, as 
well as the entities involved in the construction of the pond and 
various insurance carriers which should substantially mitigate 
the ultimate costs, the Partnership has accrued $294,000 as of 
December 31, 1995 for remediation of the contamination.  
Management does not believe, based upon the information known at 
this time, that the remediation effort will have a material 
adverse effect on the Partnership's results of operations or 
financial position.


Item 2.  Properties of the Partnership 

Wilmington Refinery

The Wilmington refinery and its related facilities are located on 
a seven-acre site under a lease expiring on December 31, 2003.  
This ground lease covers three contiguous parcels: (a) land owned 
by and leased directly from Industrial Asphalt on which Huntway's 
tank farm is located; (b) land owned by the Southern Pacific 
Railroad leased to Industrial Asphalt for a term ending June 1, 
2032 on which the processing facility is located; and (c) two 
strip parcels bordering the facility owned by Southern Pacific 
and leased to Industrial Asphalt under a lease cancelable upon 30 
days notice which are used for access to the refinery.  In 
addition, the ground lease grants Huntway a non-exclusive license 
in Industrial Asphalt's rights of access to the properties under 
an agreement with Southern Pacific.  The Partnership has the 
right to (i) purchase from Industrial Asphalt an undivided 
interest in the land under the tank farm at fair market value and 
(ii) assume the two Southern Pacific leases from Industrial 
Asphalt.  Wilmington has 108,000 barrels of crude oil storage on 
site.  Huntway also owns refined product tankage for storage of 
liquid asphalt and other refined products which Huntway's 
management believes is adequate for its needs.

Benicia Refinery

The Benicia refinery is located adjacent to the Carquinez Strait, 
near the San Francisco Bay.  The refinery and related facilities 
are located on nineteen acres of land owned by Huntway.  Crude 
oil tankage at Benicia totals 216,000 barrels, while refined 
product tankage for storage of liquid asphalt and light oils 
totals 326,000 barrels.  To enhance Benicia's ability to receive 
crude oil by water and to ship finished products by ship and 
barge, in 1984 Huntway leased dock and loading facilities for a 
term expiring February 2031.  The dock facilities are connected 
to the refinery by two two-mile pipelines.

Arizona Refinery

The Arizona refinery and its related facilities are located on a 
thirty-seven acre parcel leased from the City of Mesa under a 
lease expiring on April 12, 2008 (with options to renew for up to 
an additional twenty years until 2028). The Arizona refinery has 
100,000 barrels of crude oil storage capacity, and 195,000 
barrels of storage capacity for liquid asphalt and other refined 
products.

Item 3.  Legal Proceedings

In December 1992, the Partnership uncovered certain 
irregularities in its financial accounts.  These irregularities 
extended to the accounting records utilized in the preparation of 
the Partnership's quarterly reports on Form 10-Q for 1992, as 
filed with the Securities and Exchange Commission (SEC).  As a 
result, the quarterly financial information was restated and 
presented as a part of the Partnership's Annual Report on Form 
10-K which was filed with the SEC on March 30, 1993.  The Company 
has reported all of these irregularities to appropriate 
governmental authorities, including the Securities and Exchange 
Commission and the U.S. Attorney's office.  The Partnership was 
notified in early December 1992 that the SEC was commencing an 
informal investigation into these financial irregularities and 
was further notified in late April 1993 that a formal 
investigation had begun.  The Partnership has cooperated fully 
with the SEC in its investigation.  In July of 1994, the 
Partnership was notified that the SEC had concluded its 
investigation and issued an order specifying that the Partnership 
permanently cease and desist from committing or causing any 
violations or future violations of Section 13(a), 13(b)(2)(A) and 
13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-13 and 
13b2-1 thereunder.  The SEC did not order a monetary penalty as a 
result of the investigations.  The Partnership has consented to 
the order without admitting or denying any factual allegations 
contained in the order.

As a result of the Company's disclosures to the U.S. Attorney's 
office, the Company has received a federal grand jury subpoena 
seeking documents.  The Company is responding to the subpoena and 
cooperating with the U.S. Attorney's office in the course of this 
investigation.

In December 1992, two lawsuits were filed against the Partnership 
and certain of its present and former officers.  The lawsuits 
sought an unspecified amount of damages and alleged that certain 
statements made by the Partnership failed to adequately disclose 
material facts that would have impacted the trading value of the 
Partnership's units.  These lawsuits were settled in August 1993 
pursuant to which the plaintiffs would receive a combination of 
$1,200,000 in insurance proceeds and a $150,000 unsecured 7% note 
payable which was paid in full by the Partnership on December 15, 
1995.

Also in 1992, the Partnership and its subsidiary, Sunbelt 
Refining Company, L.P., were charged by the State of Arizona with 
violations of certain environmental regulations and provisions of 
the Arizona refinery's installation permit.  Sunbelt acknowledged 
that it had certain environmental compliance problems in the 
past, but believed that none of these resulted in any harm to 
public health or to the environment.  While Huntway and Sunbelt 
have consistently denied that any criminal activity occurred, the 
parties agreed on December 21, 1993 to settle both the State's 
civil and criminal charges.  As part of the settlement, Sunbelt 
has agreed to pay a penalty of $700,000 over a period of seven 
years without interest and to undertake certain environmental 
improvements at the Arizona refinery.  On December 21, 1993 and 
January 7, 1994, the Partnership made payments against the 
penalty of $150,000 and $100,000, respectively.  The next 
installment payment of $100,000 was paid on January 7, 1996.  The 
settlement, which consists of a civil consent judgment and a plea 
agreement, has been reviewed and approved by the court, the U.S. 
Attorney's Office and the U.S. Environmental Protection Agency.  
Under the terms of the settlement, Huntway is released from any 
further liability for the alleged violations and considers the 
matter closed.  Huntway has instituted new programs and 
procedures to ensure that it is operating in compliance with all 
environmental laws and regulations.

The Partnership is party to a number of additional lawsuits and 
other proceedings arising out of the ordinary course of its 
business.  While the results of such lawsuits and proceedings 
cannot be predicted with certainty, management does not expect 
that the ultimate liability, if any, will have a material adverse 
effect on the consolidated financial position or results of 
operations of the Partnership. 
	

Item 4.  Submission of Matters to a Vote of Unitholders

 No matters were submitted to a vote of Unitholders during 
calendar year 1995.

PART II

Item 5.  Market for Registrant's Units
and Related Unitholder Matters

Market

As of April 1, 1996 there were approximately 2,000 holders of 
record of Huntway Partners, L.P. Units.  The Units are traded on 
the New York Stock Exchange under the ticker symbol "HWY".  The 
following table indicates the high and low sale prices of the 
Huntway Partners, L.P. Preference Units as reported by the 
Composite Transactions listing in the Wall Street Journal for the 
periods indicated:
                            
 Year Ended							                     	Distribution	
1994	        	High	   	Low	    	Close 		Paid	
									
1st Quarter 		3      		1 3/8  		2 3/4		 --	
2nd Quarter 		2 5/8  		1 5/8  		1 3/4		 --	
3rd Quarter	 	1 3/4  		1 1/8  		1 1/8		 --	
4th Quarter	 	1 1/4    		5/8  		1    		 --	
									
Year Ended			                      					Distribution	
1995					                            			Paid	
									
1st Quarter 		1       		 1/2	   	 5/8 		--	
2nd Quarter 		1 1/8	   	 5/8   		 5/8	 	--	
3rd Quarter		 7/8	     	 1/2	   	 1/2 		--	
4th Quarter		 3/4	     	 3/8    		7/16		--	


 
Cash Distribution Policy

No cash distributions were paid to holders of Preference Units or 
Common Units during 1995.

Cash distributions to holders of Preference Units were suspended 
effective November, 1990 due to Huntway's operating and working 
capital needs, coupled with its bank principal and capital 
expenditure requirements.

Under the Partnership's June 23, 1993 restructuring agreement 
with its principal lenders, cash distributions to unitholders are 
prohibited until the earlier of payment in full on all 
obligations to the lenders or December 31, 2008.

"Cash Distribution Policy" is incorporated by reference herein to 
pages 17 through 20 of the Partnership's Registration Statement 
on Form S-1 dated November 9, 1988,  Registration No. 33-24445.


Item 6.  Selected Financial Data 

(In thousands except per unit and per barrel data)

The following historical selected financial data as of and for 
each of the years in the five-year period ended December 31, 
1995, are derived from the financial statements of Huntway 
Partners, L.P., which have been  audited by Deloitte & Touche 
LLP, independent auditors, which financial statements and reports 
thereon (except for 1991 and 1992 and as to the balance sheet, 
1993) are included elsewhere herein.   All of the selected 
information should be read in conjunction with the financial 
statements and notes thereto.

 											
				Huntway  Partners, L.P. Historical			
						
												
				 Year Ended							
		
				December 31,							
             		                                       
                   			1991   		1992	    	1993    	 	      1994     		1995	
OPERATING DATA											
		
Revenues	             $116,615 $105,463  $102,678          $79,139  	 $83,069 	
Materials,  Processing,									
				
   Selling and Administrative								
					
   Cost and Expenses	  101,888	 106,577  		94,249	(d)      	74,803   		80,462 	
Interest Expense			      8,706 		 8,632   		7,280          		4,984    		5,177 	
Plant Closure and Write
  Down	                     --    		 --  		16,013 (c)          	--  		9,492(f)
Depreciation and										
			
   Amortization				      2,999 		 4,567   		3,806 (e)        	2,356		   2,399 	
Net Income (Loss)			  	 $3,022 $(14,313) $(18,670)(c)(d)(e) $(3,004) $(14,461)	
Net Income (Loss)										
			
   Per Unit (a)	     			 $0.26 	 $(1.24)		 $(1.60)	        	 $(0.26)		 $(1.24)	
													
Barrels Sold			        	 6,113 		 5,825   		5,466 		          4,584   		4,400 	
Revenues Per Barrel				 $19.08   $18.11 		 $18.78 		         $17.26 		 $18.88 	
													
BALANCE SHEET DATA										
			
Working Capital	  $(19,981)(b)$(83,482)(b) $2,289(b)	     $2,725(b)$(91,796)	(b)
Total Assets     		 110,891(b)	107,232(b) 	90,745(b)     	85,796(b) 	74,383 	(b)
Long-term Obligations	 51,667    		742   		89,570       		91,312     		none	
Partners' Capital    19,934(b)  	5,621(b) (13,049)bcde   (16,053)(b)(30,524)	(b)

													

a)	Assumes that 11,556,250 units were outstanding in 1991 
through 1995. The allocation to the general partners of their 
interest in net income (loss) has been deducted before 
computing net income (loss) per unit.

b)	After the cumulative LIFO reserve of $641, $1,220, $36, 
$1,203 and $1,170 in 1991, 1992, 1993, 1994 and 1995,  
respectively - see Note 2. 

c)	Non-recurring charges recorded in June 1993 relating to the 
Sunbelt refinery which was shut down in August 1993.

d)	Includes $2,078 of non-recurring charges relating to 
professional fees incurred relating to the restructuring of 
indebtedness completed in 1993.

e)	Includes $778 of non-recurring charges relating to 
amortization of loan acquisition costs.

f)	Write down of Sunbelt refinery assets to reflect expected 
operation as a crude or product terminal in the future rather 
than as a petroleum refinery.


Item 7.   Management's Discussion and Analysis of Results of 

Operations and Financial Condition


Throughout the following discussion, the business operated by 
Huntway Partners, L.P. is referred to as "Huntway".

The following should be read in conjunction with the foregoing 
"Selected Financial Data" and the historical financial statements 
and notes included elsewhere in this report.

RESULTS OF OPERATIONS

Huntway is principally engaged in the processing  and sale of 
liquid asphalt products, as well as the production of other 
refined petroleum products such as jet fuel, diesel fuel,  gas 
oil,  naphtha,  kerosene distillate and bunker fuel.

Huntway's ability to generate income depends principally upon the 
margins between the prices for its refined petroleum products and 
the cost of crude oil, as well as upon demand for liquid asphalt, 
which affects both price and sales volume.

Historically, refined petroleum product prices (including prices 
for liquid asphalt although to a lesser degree than Huntway's 
other refined petroleum products) generally fluctuate with crude 
oil price levels.  Accordingly, there has not been a relationship 
between total revenues and income due to the volatile commodity 
character of crude oil prices. 

Accordingly,  income before selling and administration, interest 
and depreciation expense provides the most meaningful basis for 
comparing historical results of operations discussed below.

1995 COMPARED WITH 1994

Net loss for the year ended December 31, 1995 was $14,462,000, or 
$1.24 per unit, compared with a net loss of $3,004,000, or $.26 
per unit in 1994.

The increase in the net loss of $11,458,000 is due a $9,492,000, 
or $.77 per unit write down of the company's Sunbelt refinery in 
Arizona.  As the company has determined that it is unlikely that 
Sunbelt will be operated as a full blown refinery in the future 
it has reduced the carrying value of the refinery in accordance 
with FASB 121, Accounting for the Impairment of Long-lived 
Assets and for Long-lived Assets to be disposed of. Excluding 
the Sunbelt write down the increase in the loss of $1,966,000 is 
reflective of the impact of rising crude prices, increased 
competition and unusually heavy rainfall in the first half of the 
year.  Through the first six months of 1995, the net loss 
exceeded 1994 by $3,641,000.

In effect, Huntway experienced two completely distinct six month 
periods in 1995.  The first half of 1995 was very depressed 
characterized by unusually high levels of rainfall which 
depressed asphalt sales, rising crude prices and increased 
competition.  In the second half of 1995, crude prices fell as 
demand for crude declined as major refineries on the West Coast 
conducted major repair efforts.  In addition, in the last six 
months of the year, the weather in California was dry which is 
conducive to asphalt sales, competition declined and, as 
expected, demand for asphalt was strong due in part to the 
backlog which had developed in the first half of the year as a 
result of the wet weather.

Asphalt is not usually laid in rainy weather.  Accordingly, 
through the first half of 1995 sales of paving asphalt was down 
19% versus the same period a year ago.  During this same period, 
crude prices rose an average of 29% in response to rising crude 
prices and increased demand for California heavy crude as 
refineries have begun to use more of this crude in their refinery 
process.  This increased demand for heavy California crudes has 
been driven by the lower price of California crudes.  Refineries 
have begun to realize that these crudes can be used in their 
refinery processes resulting in better margins between crude and 
finished product prices.

The high levels of rainfall reduced asphalt demand which meant 
that asphalt prices could not be raised in response to rising 
crude costs.  Moreover, West Coast refinery margins continued 
weak reaching near ten-year lows in the first half of the year 
due to rising crude costs and excess light-end inventories.  
This, in turn, caused margins for Huntway's light-end products to 
decline.

In the second half of 1995, Huntway's operating performance 
improved.  During this period, several large California 
refineries reduced production due to refinery problems.  This 
decreased crude demand which lowered crude prices and increased 
light-end prices due to a lower level of finished product being 
refined.  

This increase in finished light-end prices due to reduced supply 
caused Huntway's light-end prices to increase.  In addition, in 
the second half of 1995 world crude prices fell due to increased 
production throughout the world and relatively flat demand.  
Meanwhile, asphalt prices and margins increased in California in 
the second half of 1995 due to the combination of reduced 
competition coupled with dry, warm weather throughout California 
during the last six months of the year.  Also, crude prices 
declined as discussed above and demand for asphalt increased due 
to the backlog created from the heavy rainfall in the first half 
of the year.

The following table sets forth the effects of change in price and 
volume on sales and crude and processing costs on the year ended 
December 31, 1995 as compared to the year ended December 31, 
1994:
                                                       
                                						Materials & 			Net         		Barrels
                    			Sales	       		Processing		  	Margin	      	Sold
											
Year Ended December 31,
   1994              		$	79,139,000 		$	70,621,000 		$	8,518,000 		4,584,000 
											
Effect of Changes in
   Price               			7,107,000   			8,624,000 			(1,517,000)		
Effect of Changes in
   Volume		             	(3,177,000) 			(2,835,000)  			(342,000)		(184,000)
											
Year Ended December 31, 
   1995	              	$	83,069,000 		$	76,410,000 		$	6,659,000 	4,400,000 


											

As reflected in the table above, the net margin fell $1,859,000, 
or 21%, between periods.  Volume in terms of barrels sold fell 4% 
versus 1994 while material and processing costs rose 8% between 
periods.  In 1995, average product prices were $18.88 a barrel 
versus $17.26 in 1994. Materials and processing costs averaged 
$15.41 a barrel in 1994 and $17.42 a barrel in 1995.

The decrease in Huntway's net margin was caused by the poor first 
half performance as discussed earlier.  Overall, for the year, 
revenues increased $3,930,000, or 4%, reflective of higher 
product prices, however, material and processing costs rose at an 
even higher 8%.  This increase was due to rising crude oil prices 
on the world market due to a myriad of market factors coupled 
with increased demand for California heavy crude as refineries 
are increasingly using this crude in their refinery process.

Asphalt sales to Mexico declined 64% in 1995 versus the prior 
year due to the impact of the decline in the Mexican peso 
relative to the U.S. dollar in late 1994 and through 1995.  The 
decline in the peso relative to the dollar makes Huntway's 
refined petroleum products more expensive in Mexico.  The 
Partnership cannot determine whether the peso will rise or fall 
relative to the dollar in 1996, however, if the peso remains at 
current levels relative to the dollar, it is reasonable to 
conclude that export sales to Mexico in 1996 may remain 
depressed.

As discussed earlier, based on the companys review of refinery 
assets it was determined that it is unlikely that the Sunbelt 
refinery will be operated in the future as a full blown refinery.  
This decision is primarily based on its belief that it may have 
great difficulty in selling its light-end products at a profit if 
the refinery were fully operational.  The company may, however, 
operate the refinery as an asphalt terminal in the future.  
Accordingly, the company has determined that in accordance with 
FASB 121 an impairment loss should be recognized and has recorded 
a $9,492,000 loss in the current results of operations for the 
year ended December 31, 1995.

Processing costs in 1995 approximated 1994 on a per-barrel basis 
but was below prior year on an aggregate basis due to the 4% 
decline in barrels sold primarily due to the unusually wet 
weather experienced in the first half of the year which reduced 
sales levels.

Selling, general and administrative expenses fell $363,000 in 
1995 to $3,819,000 from 4,182,000 in 1994, or a decline of 9%.  
This decline resulted from significantly lower bonus expense and 
lower insurance expense.  No management bonuses were paid in 1994 
or 1995.  Insurance expense continued to decline in 1995 due to 
efforts to contain costs.

Interest expense increased $193,000, or 4%, from $4,984,000 in 
1994 to $5,177,000 in 1995 due to higher debt levels.

Depreciation and amortization approximated the prior year 
totaling $2,399,000 in 1995 versus $2,356,000 in 1994.

OUTLOOK AND FACTORS THAT AFFECT FUTURE RESULTS

A number of uncertainties exist that may affect Huntway's future 
operations including the possibility of further increases in 
crude costs that may not be able to be passed on to customers in 
the form of higher prices.  Additionally, crude costs could rise 
to such an extent that Huntway may not have sufficient letter of 
credit availability to purchase all the crude it needs to sustain 
operations to capacity, especially during the summer season.  If 
this occurred, Huntway would be forced to prepay for crude oil or 
reduce crude purchases, either of which could adversely impact 
results of operations.  The Partnership's primary product is 
liquid asphalt. Several of Huntway's competitors produce liquid 
asphalt as a by-product and are of much greater size and have 
much larger financial resources than the Partnership.  
Accordingly, the Partnership has in the past, and may in the 
future, have difficulty raising prices in the face of increasing 
crude costs.  As for several of Huntway's competitors, the 
margins they receive on asphalt is not as important to their 
operations as asphalt margins are to Huntway.

Crude costs per barrel increased in 1995 as compared to 1994 on a 
per-barrel basis due to the combination of increased demand for 
California crudes as more refineries outside California use these 
crudes in their refinery process due to net lower costs and the 
general world crude oil trend of heavy crude oil being valued 
closer to lighter grades of crude oil.  Additionally, Huntway 
purchased more expensive crudes in 1995 than 1994 in order to 
produce certain specialty asphalt products.  In addition, world 
crude prices as measured by W.T.I. increased $1.77 a barrel 
between years due to a myriad of market factors including 
O.P.E.C.'s desire to increase crude prices.

Crude costs increased in 1994 due to the effects of the January 
17, 1994 Northridge earthquake and the curtailment of permits to 
tanker offshore California production to market.  The earthquake 
destroyed one of the two primary pipelines bringing crude to the 
Wilmington refinery.  It is estimated that 50,000 barrels per day 
of Los Angeles basin bound crude was curtailed as a result of the 
earthquake.  Additionally, tankering permits expired for over 
20,000 barrels per day of crude oil which was being tankered by 
marine vessel to Southern California.  In July 1995, the 
remaining primary pipeline carrying crude to the Los Angeles 
basin completed the expansion of its capacity by 30,000 barrels a 
day.  A new pipeline to supply over 100,000 barrels per day of 
crude oil to Los Angeles basin is currently under consideration 
and may be in place by 1997 or 1998.  Both of Huntway's 
California refineries are vulnerable to disruption in operations 
and reduced operating results due to the possibility of 
additional earthquakes in California.

Legislation was passed in 1995 to lift the ban on the export of 
ANS crude oil which could cause crude oil prices for all West 
Coast refiners to increase.  Although the Company does not 
purchase a significant amount of ANS crude oil, prices of crude 
oil it does purchase could increase and such an increase would 
reduce the Company's margins and decrease profitability if 
product prices do not increase to offset such increased cost.

Huntway's export business is vulnerable to fluctuation in the 
Mexican Peso as the vast majority of its export business is to 
Mexican end users.  Huntway's export sales to Mexico declined in 
1995 versus 1994 primarily due to the impact of the fall in the 
Mexican peso relative to the dollar and the general economic 
problems in Mexico.

Huntway's asphalt sales are very dependent on public funding 
primarily at the state level.  Long-term disruptions or declines 
in the level of public funding would adversely impact operating 
results.

In June 1990, voters in the state of California passed a measure 
which increased state gasoline taxes from 9 cents per gallon to 
14 cents per gallon effective August 1, 1990, and by an 
additional 1 cent per gallon on each January 1 thereafter through 
1994.  The additional sales available to the state are now 
estimated to be approximately $14 billion over the decade.  
However, in June 1994, California voters rejected a measure that 
would have provided an additional $2 billion to pay for damage to 
freeways and bridges resulting from the January 17, 1994 
earthquake.  Accordingly, state funding for earthquake repair 
projects was achieved by utilizing funds from the existing 
California transportation budget.  Local governmental units, such 
as cities, counties and townships, provide additional funding for 
road and highway projects through various taxes and bond issues.  
On March 26, 1996, the California electorate approved the $2.0 
billion Seismic Retrofit Proposition.  Passage of Proposition 
will result in a net increase in, construction of new and repair 
of existing asphalt road projects in the state  over that which 
would have occurred if Proposition 192 had not been aproved as 
the Proposition raises $2 billion of new money to be used to 
seismic retrofit California's bridges, highways and overpasses.

Uncertainty also exists due to the weather, as cold, wet weather 
is not conductive to asphalt road construction and repair.  
Accordingly, late 1994 and first half 1995 results were adversely 
impacted by the unusually heavy rainfall during this period.

Second half 1995 results were positively impacted due to the 
backlog of road work that was created due to the first half rains 
and due to the unusually dry, warm weather experienced in 
California during the second half of the year.

The Company is subject to Federal, state and local laws, 
regulations and ordinances that govern activities or operations 
that might have adverse environmental effects, and that impose 
liability for the costs of cleaning up, and certain damages 
resulting from, sites of past spills, disposals, or other 
releases of hazardous substances.  Although Management believes 
that the Company's operations procedures and safety precautions 
are enforced stringently, there can be no assurance that 
environmental problems will not occur in the future.

As a result of the factors described above, the outlook for the 
balance of the year is uncertain, as results will depend to a 
large extent on crude prices and public funding availability.  
The Partnership remains optimistic about export growth potential 
and growth in the sale of higher margin polymer based asphalt 
products.  However, growth in these areas are also influenced by 
funding uncertainties.  Recent heavy rainfall in California has 
damaged asphalt roads throughout the State which will eventually 
lead to increased repair activity.  Additionally, projected 
population growth in California and an improving economy bodes 
well for future public and private road construction activity.

Because of the foregoing, as well as other factors affecting the 
Partnership's operating results, past financial performance 
should not be considered to be a reliable indicator of future 
performance and investors should not use historical trends to 
anticipate results or trends in future periods.

1994 COMPARED WITH 1993

Net loss for the year ended December 31, 1994 was $3,004,000, or 
$.26 per unit, compared with a net loss of $18,670,000, or $1.60 
per unit, during 1993.

The decrease in the net loss is principally attributable to costs 
related to the closure and revaluation of the Sunbelt refinery in 
1993.  In 1993, the Partnership wrote down the carrying value of 
the Sunbelt refinery and related assets to their estimated fair 
values by recording a provision of $16,013,000 including a 
provision for net estimated closure and maintenance costs during 
the shut-down period.  Additionally, net operating losses at 
Sunbelt in 1993 were $630,000.  Absent these charges, the 
Partnership would have incurred a loss of $2,027,000 in 1993 
versus a loss of $3,003,000 in 1994.  The decrease in California 
results between years is primarily due to reduced operating 
margin partially offset by lower selling, general and 
administrative and lower interest and depreciation and 
amortization expense as explained below.

The following table sets forth the effects of changes in price 
and volume on sales and crude oil processing costs on the year 
ended December 31, 1994 as compared to the year ended December 
31, 1993:
                                                       
                               						Materials &	 		Net          		Barrels
                  			Sales		        	Processing  			Margin       		Sold
											
Year Ended December 31,
   1993	            	$	102,678,000 		$	86,365,000 		$	16,313,000 		5,414,000 
											
Less Sunbelt
 Contribution	       		(18,522,000)			(19,152,000)	    		630,000 	 	(979,000)
											
   Subtotal	          		84,156,000 	 		67,213,000  			16,943,000 		4,435,000 
											
Effect of Changes 
  in Price	           		(4,467,000)  			3,847,000 		 	(8,314,000)		
Effect of Changes 
  in Volume            			(550,000)   			(439,000)	   		(111,000)		(29,000)
											
Year Ended December
   31, 1994	         	$	79,139,000 		$	70,621,000  		$	8,518,000 4,406,000 


											

As reflected in the table above, the net margin fell $8,425,000, 
or 50%, between periods.  Volume in terms of barrels sold fell 
less than 1% versus 1993 while crude and processing costs rose 3% 
versus prior year.  However, product prices fell 9% between 
periods.  In 1993, average product prices were $18.59 a barrel 
versus $17.11 in 1994.  Meanwhile, materials and processing costs 
averaged $14.76 a barrel in 1993 versus $15.18 a barrel in 1994.

Huntway's 1994 operating results (and specifically asphalt 
prices) were adversely impacted by the January 17, 1994 
earthquake in Southern California.  The earthquake reduced demand 
for asphalt in Southern California due to lack of funding and a 
lack of equipment and personnel.  Transportation dollars (both 
State and Federal) were diverted from conventional asphalt road 
repair work to concrete, steel and engineering expenditures which 
are all necessary to repair freeways and bridges.  In addition, 
road construction equipment and CALTRANS personnel were diverted 
to earthquake repair projects.  This lack of demand for asphalt 
caused lower asphalt prices in Southern California.  In Northern 
California, additional competition beginning in the summer of 
1994 caused asphalt prices to decline in the second half of the 
year.

Huntway's other refined petroleum products such as gas oil, 
naphtha and kerosene distillate also fell in price in 1994.  The 
fall in price for these products reflect a number of factors 
including weak worldwide wholesale refinery margins as well as 
the effects of excess diesel and gasoline inventories on the West 
Coast of the United States coupled with the impact of clean fuel 
requirements mandated to begin January 1, 1995. Cleaner, 
reformulated fuels were mandated by the Environmental Protection 
Agency (EPA) and the California Air Resources Board.  The 
production of the clean fuels in 1994 for sale in 1995 caused 
inventories to increase on the West Coast as demand remained flat 
and production increased.  Inventories of fuels that did not meet 
clean fuel specifications and that could not be sold at retail 
effective January 1, 1995 were sold at reduced prices which, in 
turn, caused Huntway's light oil prices to decline.

Major U.S. and European refineries experienced weak wholesale 
margins in 1994 due to a myriad of market factors (most notably, 
excess supply due to excess production); but for many of these 
refineries, their proprietary retail outlets were achieving 
strong margins which tended to mitigate their weak wholesale 
margins.  Huntway does not operate any retail outlets and, 
accordingly, its margins for its other refined petroleum products 
were hurt by weak wholesale refinery margins.

Despite the fact that average crude and processing costs in 1994 
approximated 1993, crude costs rose throughout 1994 due to the 
January 1994 earthquake which destroyed one of the two pipelines 
which carried the heavy, lower-priced crude that Huntway 
purchases for its Southern California refinery.  As a result, 
crude oil that could be delivered into the Los Angeles area was 
able to command higher premiums which also contributed to higher 
relative posted prices for all California crude oil.

Selling, general and administrative expenses fell sharply in 1994 
to $4,182,000 versus $7,884,000 in 1993, or a decline of 47%.  
This decline primarily reflects lower professional fees as 1993 
results included significant professional fees relating to the 
debt restructuring.  In addition, insurance expenses were reduced 
due to efforts installed to reduce costs and bad debt expense was 
reduced due to better collection experience.

Interest expense declined $2,296,000, or 32%, due to the 
restructuring of the Partnership's indebtedness in 1993.

Depreciation and amortization declined $1,450,000, or 38% due to 
write down of certain Sunbelt-related assets in 1993 as well as 
write off in 1993 of previously recorded loan origination fees.


CAPITAL RESOURCES AND LIQUIDITY

The pricing factors that affect the Partnership's cash 
requirements and liquidity position are fluctuations in the 
selling prices for its refined products caused by local market 
supply and demand factors including public and private demand for 
road construction and improvement.  Secondly, demand for diesel 
fuel and gasoline, as well as fluctuations in the cost of crude 
oil which is impacted by a myriad of market factors, both foreign 
and domestic, influence the Partnership's cash requirements and 
liquidity positions.  In addition, capital expenditure 
requirements, including costs to maintain compliance with 
environmental regulations as well as debt service requirements, 
impact the Partnership's cash needs.

The Partnership's 1995 results were negatively impacted by record 
rainfall in the first half of the year.  As asphalt cannot be 
laid in wet weather, asphalt sales and production levels were 
reduced, which, in turn, caused light-end production to decline. 
The reduced production levels caused processing costs per barrel 
to increase, thereby reducing efficiency and profitability.  
Moreover, Huntway's light-product margins were negatively 
impacted by weak refinery margins throughout California due to 
gasoline and diesel production exceeding demand.  Huntway's 
light-product prices are tied to finished gasoline and diesel 
prices.

In addition, 1995 results, particularly first half results, were 
negatively impacted due to lower funding levels by the public 
sector.  California state transportation dollars were partially 
diverted in 1995 to fund earthquake retrofit projects and to make 
up shortfalls in the general fund.  The January 17, 1994 
earthquake caused public funding (in the form of California state 
transportation dollars) to be diverted from conventional asphalt 
road repair projects to repair work on Southern California 
freeways, overpasses and bridges damaged by the earthquake.

The combination of these factors caused the Partnership to sell 
fuel oil at a lower margin relative to asphalt in the first half 
of the year to generate cash flow and contain inventory.  This 
further depressed first half results.

A positive effect of the heavy rainfall in the first half of the 
year was to create a backlog of work in the second half of the 
year.  This increased backlog and growth in the demand for 
Huntway's specialized products caused second half results to 
exceed the prior year and far exceed first half results.  In the 
first half of 1995, Huntway incurred a net loss of $5,674,000 
versus a loss of $2,033,000 in the first half of 1994.  In the 
second half of the year Huntway, absent the non-cash Sunbelt 
refinery asset write down of $9,492,000 discussed earlier, the 
company earned a net profit of $704,000 versus a net loss in the 
second half of 1994 of $971,000.  The combination of these 
factors caused the net loss in 1995, excluding the Sunbelt write 
down to exceed the 1994 net loss by $1,966,000 adversely 
impacting 1995 cash flow.

The combination of rising crude prices on world markets (due to 
world-wide market factors), stronger demand for California crude 
as refineries increasingly use these crudes in their refinery 
process and Huntway's use of more expensive crude in 1995 in 
order to make specialized products caused 1995 crude costs per 
barrel to exceed 1994.  Huntway expects world crude prices in 
1996 to average moderately higher than 1995 while the cost of 
Huntway's crudes are expected to rise due to purchase of a more 
expensive crude slate and continued strong demand for California 
heavy crude oil.

Cash declined $1,680,000 to $4,304,000 at December 31, 1995 from 
$5,984,000 at December 31, 1994.  Capital expenditures totaled 
$447,000 in 1995 versus $669,000 in 1994.  Principal payments on 
debt totaled $628,000 in 1995 versus $4,478,000 in 1994.  
Principal payments plus cash interest payments totaled $2,936,000 
in 1995 versus $5,552,000 in 1994.  Over the three year period 
1992 to 1995, cash and cash equivalents increased by $4,160,000.  

Net cash used by operating activities in 1995 totaled $435,000.  
The net loss in 1995 of $14,461,000 was partially offset by the 
write down of the refinery assets at Sunbelt of $9,492,000 as 
discussed earlier and by depreciation and amortization of 
$2,399,000.  Cash flow was generated in 1995 from accrued but 
unpaid interest on existing debt of $1,177,000 and accrued, but 
unpaid interest recorded as PIK (payment in kind) notes in 1995 
of $1,692,000. Increased accounts receivable used cash flow of 
$2,310,000 as improved demand and excellent weather contributed 
to fourth quarter 1995 revenues exceeding the prior year by 
$3,303,000.  Cash flow of $686,000 was generated from decreases 
in inventory as increased sales levels in the fourth quarter of 
1995 reduced inventory.  In addition, cash flow of $73,000 was 
generated from reductions in prepaid expenses due to lower 
insurance costs and reduced turnaround expenses as less repair 
work was conducted on the refineries in 1995 versus prior years 
due to timing. Cash flow of $598,000 was also generated from 
increases in accounts payable due to increased crude costs 
relative to the prior year.  Other accrued liabilities increased, 
providing cash of $297,000 due to accrual of potential cleanup 
expenses relating to the buried drums discovered in May 1995 at 
the Wilmington refinery.  Finally, cash flow of $78,000 was used 
due to reductions in the Sunbelt closure reserve which provided 
for maintenance costs during the shut-down period.

In 1994, net cash provided by operating activities totaled 
$3,386,000 and included the net loss of $3,004,000 net of 
depreciation and amortization of $2,356,000.  In 1994, cash flow 
of $3,899,000 was generated from conversion to debt of accrued 
interest to debt.  Cash flow of $1,644,000 was also generated 
from reductions in accounts receivable due to reduced sales 
levels stemming from the unusually high levels of rainfall during 
the fourth quarter of 1994.  Asphalt is not usually sold in wet, 
cold weather.  Cash of $927,000 was generated due to increased 
accounts payable due to higher crude costs in late 1994.  
Decreases in inventory also contributed $132,000 to cash flow in 
1994.  Cash of $275,000 was used in 1994 due to increases in 
prepaid expenses caused by higher turnaround costs and the timing 
of insurance expenditures.  December accrued liabilities used 
cash of $1,261,000 due to payments made against property tax 
accruals.  Finally, the Sunbelt closure reserve declined 
$1,032,000 in 1994 to provide for closure and maintenance costs 
during the shut-down period.

Operating cash flow determinants in 1993 include the net loss of 
$18,670,000 inclusive of non-cash charges of $13,413,000 relating 
to the write down of the Sunbelt refinery assets as well as 
depreciation and amortization of $3,806,000.  Additionally, new 
debt of $6,538,000 was recorded due to conversion of accrued 
interest.  Other components of cash flow from operating 
activities, which totaled $2,726,000 in 1993, include decreases 
in inventory of $3,184,000 and decreases in accounts receivable 
of $3,634,000 primarily due to the shutdown of the Partnership's 
Sunbelt refinery; increases in accrued liabilities of $852,000 
primarily relating to provisions for property taxes, decreases in 
accounts payable of $6,352,000 relating to the shutdown of the 
Arizona refinery and decreases of $4,193,000 in accounts payable 
relating to Huntway as $3,871,000 of overdue crude obligations 
were paid off with new borrowings in early 1993.

Investing activities, as defined for the Statement of Cash Flows, 
have primarily related to expenditures for required environmental 
compliance in  1993, 1994 and 1995.  Investing activities in 1995 
totaled $617,000 and were less than anticipated as certain 
expenditures scheduled for 1995 were postponed due to discovery 
of several buried drums at the Wilmington refinery.  See Note 4, 
Contingencies for further discussion of the discovery of these 
drums.  This discovery has postponed until 1996 the completion of 
a waste water treatment facility at the Wilmington refinery.  
However, delays resulting from discovery of the buried drums 
could postpone completion of the waste water facility into 1997.  
The Partnership currently anticipates that in 1996 its capital 
expenditures will total approximately $4,000,000.  These 
expenditures are anticipated to be used for plant expansion and 
to maintain compliance with environmental regulations.  Capital 
expenditures in 1996 will be financed through a combination of 
cash on hand, operating cash flow and short-term borrowings.  
Cash flows of $170,000 was spent in 1995 on professional fees 
relating primarily to the debt restructuring and has been 
recorded in other assets.

Cash flow from financing activities used $628,000 in cash in 
1995.  These payments represented payments made on March 31, 1995 
and September 30, 1995  under the debt agreement with its lenders 
as well as capital lease payments made in 1995, on refinery 
equipment.  This lease obligation was paid in full in 1995.  Cash 
flow from financing activities used $4,478,000 in cash in 1994 as 
the Partnership paid its scheduled indebtedness under its 
restructuring agreement with its lenders.  In 1993, cash flow 
from financing activities provided $6,031,000 in cash.  These 
borrowings were necessary as a result of reduced sales prices and 
reduced volume in late 1992 and early 1993 and were used to 
finance operations as well as to reduce accounts payable 
obligations.

The Partnership has been in discussions with its lenders 
regarding a possible refinancing or restructuring of its 
indebtedness.  The Partnership has also engaged an advisor to 
assist it in this process.  

In 1995, the Partnership made payments to its lenders of 
$1,750,000.  In 1995, a minimum of $4,000,000 was due to be paid 
to the lenders.  On December 4, 1995 the Partnership announced 
that it did not make its scheduled $1,000,000 debt payment due 
November 30, 1995 and was in default under its current indenture.  
The Partnership also stated that it would not be making any 
further payments under the current indenture which also provided 
for a $1,250,000 payment on December 31, 1995 and for a 
$5,000,000 payment in 1996 paid quarterly under a defined 
formula.  As a result, at December 31, 1995, substantially all of 
the Partnership's outstanding indebtedness was classified as 
current.  The Partnership previously made a $1,250,000 payment on 
October 3, 1995 and at that time was verbally informed by 
substantially all of the Partnerships current lenders that they 
did not intend to pursue their remedies under the current 
indenture due to nonpayment while discussions regarding the 
potential restructuring of the Partnerships indebtedness were 
continuing.  Discussions regarding the debt restructuring have 
continued from October 1995 through the present.

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

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

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

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

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

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

If the Partnership is forced to file a prepackaged plan of 
reorganization, it will seek the court's approval to implement 
terms of the consensual restructuring plan without unanimous 
senior lender approval.  Under applicable bankruptcy law, a plan 
of reorganization must be approved by the affirmative vote of 2/3 
in dollar amount and in value of each class of security holders 
which is impaired under the plan.  The senior debt and the common 
units will be the only classes of the Partnership's securities 
that will be impaired under the prepackaged plan.  As described 
above, senior lenders, representing 86% in dollar amount and 75% 
in number, have said they would vote for the plan.  Management of 
the Partnership believes that the terms of the prepackaged plan 
are favorable to the Partnership's existing common unit holders 
and expects that common unit holders will also approve the 
prepackaged plan, if required.

The Partnership's current debt agreement provides for a 
$17,500,000 letter of credit facility (LC).  The facility 
provides for crude purchases, hedging and other activities.  Fees 
for this facility are 2% on the face amount of any letter of 
credit issued up to an aggregate of $14,500,000 and 3% on the 
face amount of any letter of credit issued above that amount.

Management is addressing all areas of the Partnership's 
operations in an effort to reduce costs, improve profitability 
and to provide a sound basis for future operations.  This 
evaluation resulted in the decision in 1993 to temporarily 
suspend operations at its Sunbelt refinery located in Coolidge, 
Arizona, until such time as there is a sustained improvement in 
market conditions.  The primary factors involved in the 
Partnership's decision were poor margins at the facility, a 
limitation on working capital availability and, to a lesser 
extent, the impact of an environmental lawsuit and investigations 
filed by the State of Arizona which was settled in 1993.  The 
Partnership currently intends to eventually reopen the refinery 
as a terminal when market conditions improve, which is not 
expected until 1997 or beyond due to market factors including 
transportation costs in moving product in and out of Arizona.  

Additionally, the Partnership has temporarily frozen wages for 
all employees effective January 1, 1995 and in 1995 made 
modifications to its employee benefit package to conserve cash 
and reduce costs.

In 1993, the Partnership settled two significant lawsuits.  As 
part of these settlements, the Partnership paid $250,000 in 1993 
and another $100,000 in 1996 towards a $700,000 settlement with 
the State of Arizona.

Assuming completion of the debt restructuring (which provides for 
no principal and interest payments on indebtedness during 1996), 
the Partnership currently believes it will be able to meet its 
liquidity obligations for the next 12 to 24 months through a 
combination of cash on hand and anticipated future operating cash 
flows.

The Partnership believes its current level of letter of credit 
facilities are sufficient to guarantee requirements for crude oil 
purchases, collateralization of other obligations and for hedging 
activities at current crude price levels.  However, due to the 
volatility in the price of crude oil (which has seen California 
crude oil postings rise $4.50 a barrel since December 31, 1995), 
there can be no assurance that these facilities will be adequate 
in the future.  If crude oil prices continued to increase beyond 
the level of the Partnership's letter of credit facilities, it 
would be required to reduce its crude oil purchases which would 
adversely impact profitability.


INDEPENDENT AUDITORS' REPORT

Operating Committee and Partners
Huntway Partners, L.P.
(A Limited Partnership)


We have audited the accompanying consolidated balance sheets of 
Huntway Partners, L.P. (a limited partnership) and subsidiary as 
of December 31, 1995 and 1994 and the related consolidated 
statements of operations, partners' capital (deficiency) and cash 
flows for each of the three years in the period ended December 
31, 1995. These financial statements are the responsibility of 
the management of the Partnership.  Our responsibility is to 
express an opinion on these financial statements based on our 
audits.

We conducted our audits in accordance with generally accepted 
auditing standards.  Those standards require that we plan and 
perform the audit to obtain reasonable assurance about whether 
the financial statements are free of material misstatement.  An 
audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements.  An 
audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating 
the overall financial statement presentation.  We believe our 
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to 
above present fairly, in all material respects, the financial 
position of Huntway Partners, L.P. and its subsidiary as of 
December 31, 1995 and 1994 and the results of their operations 
and their cash flows for each of the three years in the period 
ended December 31, 1995 in conformity with generally accepted 
accounting principles.














/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
Woodland Hills, California
February 7, 1996 (April 4, 1996
as to Note 1)


HUNTWAY PARTNERS, L.P.							
CONSOLIDATED BALANCE SHEETS							
December 31, 1995 and 1994							
(in thousands)							
							
					                                              
ASSETS							
                                       		Notes	  	1995		   	1994
Current Assets:							
  Cash	                                         		$	4,304 		$	5,984 
  Accounts Receivable                  		2, 3     		4,820  			2,485 
  Inventories                           	2, 3     		3,320  			4,044 
  Prepaid Expenses	                                			676    			749 
Total Current Assets	                           			13,120 			13,262 
Property - Net	                         	2, 3, 5 		58,677 			69,857 
Other Assets -- Net	                    	2	          	780    			805 
Goodwill                               		2        		1,816  			1,872 
Total	                                         		$	74,393 	$	85,796 
							
							
LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)				
			
							
Current Liabilities:							
  Accounts  Payable		                           	$	6,582 		$	5,984 
  Current Portion of Long-term 							
    Obligations                        		3, 4	   	94,445  			2,418 
  Reserve for Plant Closure            		5         		164    			242 
  Accrued Interest		                             		1,417    			241 
  Other Accrued Liabilities            		2	       	1,949    	1,652 
Total Current Liabilities	                    			104,557  		10,537 
Long-term Debt                         		3             					90,862 
Other Long-term Obligations	            	4         		350    			450 
Commitments & Contingencies	            	4, 7, 8		 			 
Partners' Capital 							
  (Deficiency):	                        	3, 6, 9					
  General Partners		                              		(305) 			(160)
  Limited Partners		                           		(30,209)	(15,893)
Total Partners' Capital (Deficiency)		         		(30,514)	(16,053)
Total		                                        	$	74,393 $	85,796 

							
							







See accompanying notes to consolidated financial statements.


HUNTWAY PARTNERS, L.P.									
			
CONSOLIDATED STATEMENTS OF OPERATIONS						
						
For the years ended December 31, 1995, 1994 and 1993 			
									
(in thousands, except per unit data)						
                                                   					            
		 										
                                		NOTES 	1995	    		1994    			1993
												
Sales	                          		10    	$	83,069 		$	79,139 		$	102,678 
Costs & Expenses:										
		
    Material & Processing Costs   	2	     	76,643  			70,621   			86,365 
    Selling and Administration 
      Expenses	                          			3,819   			4,182   	 		7,884 
    Plant Closure and Write Down   5	     		9,492      			--   			16,013 
    Interest Expense	            		3      		5,177   			4,984    			7,280 
    Depreciation and Amortization  2	     		2,399   			2,356    			3,806 
Total Costs and Expenses				             		97,530 	 		82,143  			121,348 
Net Income (Loss)	               		2   			(14,461) 			(3,004) 			(18,670)
												
Net Income (Loss) Per Unit	      		2, 6 		$	(1.24) 		$	(0.26)  		$	(1.60)

						 						
												
 



HUNTWAY PARTNERS, L.P.									
					
CONSOLIDATED STATEMENTS OF  PARTNERS' CAPITAL (DEFICIENCY)		
												
For the years ended December 31, 1995, 1994 and 1993 			
											
(in thousands)											
                                                  			
                       					  		      	General			Limited			
                             	  							Partners		Partners		Totals
													
	
Balance at December 31, 1992	     							--   			5,621   			5,621 
Net Loss for the Year Ended								
						
    December 31, 1993						          		(130)			(18,540)			(18,670)
Balance at December 31, 1993          	(130)			(12,919)			(13,049)
Net Loss for the Year Ended								
						
   December 31, 1994			             				(30)	 		(2,974) 			(3,004)
Balance at December 31, 1994          	(160)			(15,893)			(16,053)
Net Loss for the Year Ended								
						
   December 31, 1995					           			(145)			(14,316)			(14,461)
Balance at December 31, 1995				  			$	(305) $	(30,209) $	(30,514)

													
	


 


See accompanying notes to consolidated financial statements.



HUNTWAY PARTNERS, L.P.									
CONSOLIDATED STATEMENTS OF CASH FLOWS						
			
For the years ended December 31, 1995, 1994 and 1993 			
						
 									                                                
	                                         		1995	     		1994    			1993
Cash Flows From Operating Activities:			 			
			
  Net Income (Loss)                       		$	(14,461)		$	(3,004)		$	(18,670)
  Adjustments to Reconcile Net Income						
			
    (Loss) to Net Cash Provided by Operations:				
					
    Amortization of Loan Fees                   			--     			--    			1,026 
    Other Depreciation and Amortization	      		2,399  			2,356    			2,780 
    Interest Expense Paid by the Issuance of 			1,693  			3,899    			6,538 
      Notes									
    Plant Closure and Write Down	             		9,492    			--    			13,413 
  Changes in Operating Assets and Liabilities:				
					
    Decrease (Increase) in Accts. Receivable			(2,335)			1,644     			3,634 
    Decrease in Inventories                    			711   			132     			3,184 
    Decrease (Increase) in Prepaid Expenses     			73  			(275)    			1,207 
   (Decrease) in Deferred Revenues	              		--    			--    			(1,967)
    Change in Reserve for Plant Closure		        	(78) 	(1,032)	    		1,274 
    Increase (Decrease) in Accounts Payable	    		598   			927   			(10,545)
    Increase (Decrease) in Accrued Liabilities 	1,473			(1,261)      			852 
Net Cash Provided By (Used By)							
		
Operating Activities                          			(435)			3,386     			2,726 
									
Cash  Flows From Investing Activities:						
			
  Additions to Property	                       		(447)	 		(745)	  		(1,000)
  Additions to Other Assets	                   		(170)   			76     			(156)
Net Cash Used By Investing Activities	         		(617) 			(669)  			(1,156)
									
Cash Flows From Financing Activities:						
			
  Proceeds of Bank Notes Payable	               		--    			--    			5,872 
  Proceeds of Other Notes Payable	              		--    			--      			571 
  Repayments of Long-term Obligations		        	(628) 	(4,478)    			(412)
Net Cash Provided by (Used by)							
		
Financing Activities                         			(628) 	(4,478)   			6,031 
Net Increase (Decrease) In Cash		            	(1,680) 	(1,761)		   	7,601 
Cash Balance Beginning of Year	              		5,984 			7,745      			144 
									
Cash Balance End of Year                   		$	4,304 	$	5,984   		$	7,745 
									
Supplemental Disclosures:								
	
  Interest Paid During the Period          		$	2,308 	$	1,074  		$	1,127 
									


See accompanying notes to consolidated financial statements.

NOTES  TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  BASIS OF PRESENTATION

On October 3, 1995, Huntway Partners, L.P. made a $1,250,000 
payment to its existing lenders.  On December 4, 1995, the 
Partnership announced that it did not make its scheduled 
$1,000,000 debt payment due November 30, 1995 and was, therefore, 
in default under its indenture.  At that time, the Partnership 
was verbally informed by substantially all of its senior lenders 
that they did not intend to pursue their remedies under the 
current indenture due to nonpayment while discussions regarding 
the potential restructuring of the Partnership's indebtedness was 
continuing.  Discussions regarding the debt restructuring have 
continued from October 1995 through the present.  The Partnership 
also stated that it would not be making any further payments 
under the current indenture which also provided for a $1,250,000 
payment on December 31, 1995 and for a $5,000,000 payment in 1996 
paid quarterly under a defined formula.  As a result, at December 
31, 1995, substantially all of the Partnership's outstanding 
indebtedness was classified as current.

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

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

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

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

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

If the Partnership is forced to file a prepackaged plan of 
reorganization, it will seek the court's approval to implement 
terms of the consensual restructuring plan without unanimous 
senior lender approval.  Under applicable bankruptcy law, a plan 
of reorganization must be approved by the affirmative vote of 2/3 
in dollar amount and in value of each class of security holders 
which is impaired under the plan.  The senior debt and the common 
units will be the only classes of the Partnership's securities 
that will be impaired under the prepackaged plan.  As described 
above, senior lenders representing 86% in dollar amount and 75% 
in number have said they would vote for the plan.  Management of 
the Partnership believes that the terms of the prepackaged plan 
are favorable to the Partnership's existing common unit holders 
and expects that common unit holders will also approve the 
prepackaged plan, if required.

At December 31, 1995, the cash position of the Partnership was 
$4.3 million.  In the opinion of management, assuming completion 
of the debt restructuring (which provides for no principal and 
interest payments on indebtedness during 1996), cash on hand, 
together with anticipated cash flow in 1996, will be sufficient 
to meet Huntway's liquidity obligations for the next 12 to 24 
months.  

NOTE 2.  GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General.  Huntway Partners is engaged primarily in the operation 
of a 6,000 barrel-per-day oil refinery located in Southern 
California, a 9,000 barrel-per-day oil refinery located in 
Northern California and an 8,500 barrel-per-day refinery in 
Arizona (see Note 5, Plant Closure), which produce and sell 
refined petroleum products.  Huntway Partners has adopted a 
calendar year fiscal period.

The Partnership is subject to various environmental laws and 
regulations of the United States and the states of California and 
Arizona.  As is the case with other companies engaged in similar 
industries, the Partnership faces exposure from potential claims 
and lawsuits involving environmental matters.  These matters may 
involve alleged soil and water contamination and air pollution.  
The Partnership's policy is to accrue environmental and clean-up 
costs when it is probable that a liability has been incurred and 
the amount of the liability is reasonably estimable.

Total limited partnership units outstanding at December 31,  
1995, 1994 and 1993 were 11,556,250.  In addition, 3,886,816 
warrants to purchase limited partnership units at $.875 per unit 
through December 31, 2008 were issued as part of the 
Partnership's June 23, 1993 restructuring.

Principles of Consolidation.  The consolidated financial 
statements include the accounts of Huntway Partners and its 
subsidiary, Sunbelt Refining Company, L.P. ("Sunbelt").  All 
significant inter-company items have been eliminated in 
consolidation.

Exchange Transactions.  In connection with its refinery 
activities, the Partnership engages from time to time in exchange 
transactions common to the industry where crude oil or refined 
product is exchanged with other unrelated entities for similar 
commodities.  The accounting of such exchanges is based on the 
recorded value of the commodities relinquished.  There were no 
exchange balances at December 31, 1995.  Net exchange balances 
included in accounts receivable at December 31, 1994 were 
comprised of receivables of $3,403, offset by payables of 
$28,332.  The gain or loss from such transactions has not been 
significant to Huntway Partners' consolidated financial 
statements.

Environmental Costs.  The Partnership expenses or capitalizes 
costs associated with environmental clean-up and other repairs 
and maintenance at its refineries in accordance with Emerging 
Issues Task Force Topic 90-8 and exhibits thereto.

Turnaround Costs.  Cost of turnarounds, which consist of complete 
shutdown and inspection of a refinery unit for repair and 
maintenance, are deferred and amortized over the estimated period 
of benefit which generally ranges from two to five years.

Income Taxes.  No provision has been made for income taxes in the 
accompanying consolidated financial statements.  The taxable 
income or loss of the Partnership is allocated to each partner in 
accordance with the provisions of the Partnership agreement.

The taxable income or loss allocated to the partners in any one 
year may vary from the amount of income or loss reported for 
financial statement purposes, due to differences between the time 
that certain income and expense items are recognized and the time 
when they are reported for financial statement purposes.

The partnership agreement provides generally that income, loss 
and cash distributions be allocated 1 percent to the general 
partner and 99 percent to the limited partners.  In turn, each 
partner's tax status will determine the appropriate income tax 
for that partner's allocated share of Huntway Partners' taxable 
income or loss.

Inventories.  Crude oil and finished product inventories are 
stated at cost determined by the last-in, first-out method (LIFO) 
, which is not in excess of market.

Management believes the LIFO method of accounting for inventories 
is preferable because it more closely matches revenues and 
expenses and reflects the prevailing practice in the petroleum 
industry.

The effect of LIFO was to decrease the net loss and net loss per 
limited partners in 1995 by approximately $33,000 and less than 
1/2 cent and to increase the net loss and net loss per limited 
partner unit in 1994 by approximately $1,167,000 and 10 cents.  
In 1993, the effect of LIFO was to decrease the net loss and net 
loss per limited partner unit by approximately by $1,184,000 and 
10 cents.

Inventories at December 31, 1995 and 1994 were as follows:
					                                          
                                	1995                	1994                             

	Finished Products              	$ 2,295,000	        	$2,792,000
	Crude Oil and Supplies            2,195,000        		 2,455,000
                                 		4,490,000	       	  5,247,000
	Less LIFO Reserve              	 (1,170,000	)       	(1,203,000	)
	Total                          	$ 3,320,000        		$4,044,000

 
		
Property and Depreciation.  Property is stated at cost and 
depreciated using the straight-line method over the estimated 
useful lives of the assets.  Facilities which are temporarily 
closed are retained in the property accounts as idle facilities 
and are depreciated.

Use of Estimates.  The preparation of financial statements in 
conformity with generally accepted accounting principles requires 
management to make estimates and assumptions that affect the 
reported amounts of assets and liabilities and disclosure of 
contingent assets and liabilities at the date of the financial 
statements and the reported amounts of revenues and expenses 
during the reporting period.  Actual results would differ from 
these estimates.  As discussed in Note 5, the Partnership has 
written down its investment in the Sunbelt Refinery based upon 
the best estimate of the outlook for the asphalt and light-end 
market in Arizona.

Property at December 31, 1995 and 1994 consisted of:
                                                       							
                                	Depreciable						
                                	Life		          	1995	       		1994

Land                                          	 		$	2,176,000 		$	2,176,000 
Buildings                       	40 yrs.           			887,000    			810,000 
Refineries and Related Equipment	40 yrs.	        		66,730,000 			66,510,000 
Other                           	5 - 10 yrs.       			999,000  			1,032,000 
Construction in Progress		                          		444,000    			261,000 
Idle Facilities, Less Accumulated							
   Depreciation of $0 and 							
   $1,938,000 as of December 31,							
   1995 and 1994, respectively	                  			1,227,000  	11,041,000 
   (See Note 5)							
                                               				72,463,000 		81,830,000 
Less Accumulated Depreciation							
   and Amortization		                           		(13,786,000) (11,973,000)
Property - Net                                			$	58,677,000 $	69,857,000 


							

Other Assets.  Other assets are stated at cost and amortized, 
where appropriate, using various methods over the useful lives of 
the assets.

Other assets at December 31, 1995 and 1994 consisted of:

			                                                        			
	                                           		1995            			1994
						
Computer Software                           		$	604,000        		$	564,000 
Deposits                                     			442,000         			361,000 
Other                                        			483,000         			434,000 
                                           			1,529,000       			1,359,000 
Less Accumulated Amortization	               		(749,000)       			(554,000)
Other Assets - Net                          		$	780,000        		$	805,000 


							 

Goodwill.  Goodwill is stated at cost and amortized using the 
straight-line method over a period of 40 years and relate to the 
Partnership's California refineries.   Huntway Partners' 
refineries are designed to produce asphalt and unfinished light-
end products, and accordingly, are not prone to obsolescence to 
the same degree as more sophisticated refineries.  The 
Partnership continually evaluates the existence of goodwill 
impairment on the basis of whether the goodwill is fully 
recoverable from projected, undiscounted net cash flows of the 
two refineries.  The related accumulated amortization at December 
31, 1995 and 1994 was $471,000 and $415,000, respectively.

Interest Capitalization.  Huntway Partners and Sunbelt capitalize 
interest incurred in connection with the construction of refinery 
facilities. No interest was capitalized in 1995, 1994, or 1993.

Deferred Revenues.   Deferred revenues are recorded as cash is 
collected on sales agreements which provide for future delivery 
of refined products.  Revenues are recognized as the refined 
products are delivered. 

Other Accrued Liabilities.  Included in other accrued liabilities 
are accrued property taxes of $611,000 and $497,000 at December 
31, 1995 and 1994, respectively.

Reclassifications.  Certain items in the prior years' financial 
statements have been reclassified to conform to the 1994 
presentation.

NOTE 3.  FINANCING ARRANGEMENTS

In 1995, the Partnership made payments to its lenders of 
$1,750,000.  In 1995, a minimum of $4,000,000 was due to be paid 
to the senior lenders.

On December 4, 1995, the Partnership announced that it did not 
make its scheduled $1,000,000 debt payment due November 30, 1995 
and was in default under its current indenture.  The Partnership 
also announced at that time that it would not be making any 
further payments under its current indenture.  As a result, at 
December 31, 1995, substantially all of the Partnership's 
outstanding indebtedness was classified as current.

On October 3, 1995, the Partnership made a $1,250,000 payment to 
its lenders and at that time was verbally informed by 
substantially all of its senior lenders that they did not intend 
to pursue remedies under the current indenture due to nonpayment 
while discussions regarding the potential restructuring of the 
Partnership's debt were continuing.

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

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

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

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

The agreement provides for a $17,500,000 letter of credit 
facility through December 31, 2000.  This facility provides for 
crude purchase, hedging and other activities.  Fees for this 
facility are 2% on the face amount of any letter of credit issued 
up to an aggregate of $14,500,000 and 3% on any letter of credit 
issued above that amount.
 
The Partnership's debt as of December 31, 1995 and December 31, 
1994 consisted of the following:
                                                                  
                            
                                                  	 1995         	1994

8% Senior Secured Notes due December 31, 2000      	$24,904,000  	$24,680,000

Subordinated Secured Notes due December 31, 2008    	53,254,000   	52,205,000
   Bearing Interest at 4% Per Annum Until the 
   Earliest of December 31, 2000 or the Retirement 
   of the 8% Senior Secured Notes and Thereafter 
   at 12-1/4% Per Annum

Junior Subordinated Secured Debentures due          	7,587,000     	7,437,000
   December 31, 2020 and Bearing Interest at  4% 
   Per Annum until the Retirement of the Senior 
   Secured Notes and Thereafter at 12% Per Annum

Series 1988 Variable Rate Demand Industrial         	8,600,000     	8,600,000
   Development Bonds due September 1, 2008,
   Interest Payable Monthly at Rates Determined
   Weekly Based on Market Rates for Comparable
   Interest (5.75%  and 3.5% at December 31, 1994 
   and 1993, respectively) and Collateralized by a 
   Standby Letter of Credit Issued by a Bank

Capital Lease Obligations	                          	     --	         358,000

Total                                            	94,345,000    	  93,280,000

Less Amount Classified as Current               	(94,345,000	)   	  2,418,000

Net Long-Term Debt                              	$        --     	$90,862,000


 All of the Partnership's assets serve as collateral for these 
issues.

NOTE 4.  CONTINGENCIES

On May 19, 1995, during testing pursuant to the closure of a 
waste water treatment pond, the Partnership discovered that 
several drums of hazardous materials had been improperly disposed 
of at the site of the Wilmington refinery.  Subsequent 
geophysical testing to date indicates that approximately 20 to 30 
of such drums had been improperly disposed of at the site.  The 
materials had been stored in drums and disposed of under the 
waste water treatment pond apparently at the time of its 
construction.  Although the Partnership believes that it has 
claims against the former owners and operators of the site, as 
well as the entities involved in the construction of the pond and 
various insurance carriers which should substantially mitigate 
the ultimate costs, the Partnership has accrued $294,000 as of 
December 31, 1995 for remediation of the contamination.  
Management does not believe, based upon the information known at 
this time, that the remediation effort will have a material 
adverse effect on the Partnership's results of operations or 
financial position.

The Partnership and its subsidiary, Sunbelt Refining Company, 
L.P., were charged by the State of Arizona with violations of 
certain environmental regulations and provisions of the Arizona 
refinery's installation permit.  Sunbelt acknowledged that it had 
certain environmental compliance problems in the past, but 
believed that none of these resulted in any harm to public health 
or to the environment.  While Huntway and Sunbelt have 
consistently denied that any criminal activity occurred, the 
parties agreed on December 21, 1993 to settle both the State's 
civil and criminal charges.  As part of the settlement, Sunbelt 
has agreed to pay a penalty of $700,000 over a period of seven 
years without interest and to undertake certain environmental 
improvements at the Arizona refinery. Huntway has instituted new 
programs and procedures to ensure that it is operating in 
compliance with all environmental laws and regulations.  As of 
December 31, 1995 $450,000 remains to be paid.  Of this amount, 
$100,000 was paid in January of 1996 and is included in current 
portion of long-term debt.

The Partnership is party to a number of additional lawsuits and 
other proceedings arising out of the ordinary course of its 
business.  While the results of such lawsuits and proceedings 
cannot be predicted with certainty, management does not expect 
that the ultimate liability, if any, will have a material adverse 
effect on the consolidated financial position or results of 
operations of the Partnership. 
	
NOTE 5.  PLANT CLOSURE

In August 1993, the Partnership suspended operations at its 
Sunbelt refinery located in Coolidge, Arizona. The primary 
factors involved in this decision were poor margins at the 
facility, limited working capital availability and, to a lesser 
extent, the impact of an environmental lawsuit and investigation 
filed by the State of Arizona which was settled in 1993.

Accordingly, at June 30, 1993, the Partnership wrote down the 
carrying value of the refinery and related assets to their then 
estimated fair values.

The provision for plant closure consisted of the following:
			                                                         
	Provision for Closure and Maintenance Costs During
	   the Shut-down Period Beginning July 1, 1993                	$ 2,600,000
	
	Write Off of Intangible Assets Associated with	
	   Ongoing Refining Operations                                  	4,037,000

	Write Down of Refining Assets to Estimated Fair	                 9,376,000
	   Value

	   Total                                                      	$16,013,000

 
	   
Subsequently, through December 31, 1995, approximately $2,436,000 
of closure and maintenance costs have been charged against the 
reserve.

At December 31, 1995, pursuant to an evaluation of the operating 
potential of the facility, the plant was further written down by 
$9,492,000 to $1,227,000.  This write down considered, among 
other things, the outlook for the asphalt market in Arizona, the 
regulatory environment impacting both the plant operations as 
well as the formulation requirements of diesel and jet fuel in 
the markets the plant would serve, as well as the ability of the 
Partnership to market those products.  This evaluation indicated 
and it is the opinion of management that the likelihood of 
operation as a petroleum refinery in the future is remote, but 
that the facility may be operated effectively as a crude or 
products terminal and storage facility at some time in the 
future.

NOTE 6.  EARNINGS PER UNIT AND ALLOCATION OF INCOME AND LOSS

Earnings per unit is calculated based upon the weighted average 
number of limited partner equivalent units outstanding. Limited 
partner equivalent units for the year ended December 31, 1995 and 
1994 is calculated by adding to the 11,556,250 actual limited 
partnership units outstanding 116,730 additional units 
representing the general partners overall 1% interest.

For the year ended December 31, 1995, 1994, and 1993, the effect 
of outstanding options and warrants is anti-dilutive and, 
accordingly, has been excluded from the calculation.

Generally, partnership income and loss is allocated 1% to the 
general partners and 99% to the limited partners.  In 1993 and 
1992, because the general partners' combined general and limited 
capital accounts had been fully depleted, 100% of the losses were 
allocated to the limited partners until their capital accounts 
had also been reduced to zero.  Thereafter, losses were allocated 
1% to the general partners and 99% to the limited partners.  The 
Partnership reclassified in 1993 to general partners' capital 
$979,000 of equity attributable to the general partners' limited 
partnership interest previously classified as limited partners' 
capital.

NOTE 7.  LEASE COMMITMENTS

The Partnership has entered into certain ground leases for its 
refinery facilities.  Such leases range from five to 41 years in 
duration.  All such leases are classified as operating leases.

Future minimum annual rental payments required under operating 
leases, which have non-cancelable lease terms in excess of one 
year, as of December 31, 1995 are:
                            
	1996               	$  300,000     
	1997                  	300,000
	1998                  	300,000
	1999                  	300,000
	2000 and Beyond    	 1,003,000

	Total              	$2,213,000

 
The Partnership also leases a deep water terminal facility in 
Benicia, California.  Under terms of the lease agreement, the 
Partnership pay minimum annual lease payments of approximately 
$539,000 through the year 2031, subject to an escalation clause.  
This lease is cancelable upon one year's notice and accounted for 
as an operating lease.

Rental expense for all operating leases (some of which have terms 
of less than a year) was $1,022,000, $1,259,000, and $1,524,000 
for the years ended December 31, 1995, 1994 and 1993, 
respectively.

NOTE 8.  PROFIT SHARING AND TAX DEFERRED SAVINGS (401K) PLAN AND 
PENSION PLAN

Huntway Partners has a profit sharing and tax deferred savings 
(401K) plan and a defined contribution pension plan.  The 
Partnership' contributions to the plans generally vest to 
participants on the basis of length of employment.  Beginning in 
1994, the Partnership matches up to 2% of participants pre-tax 
contributions to the tax deferred savings (401K) plan.

Profit sharing contributions by the Partnership will be made from 
profits in an amount up to 10 percent of the aggregate base 
compensation of all participants in the plan, not to exceed the 
Partnership' current net income. No contributions were made to 
the plan during the last three years.

In addition, a minimum pension contribution equal to 4%  (5% 
prior to December 31, 1994) of participants' base compensation 
must be made each year regardless of current profits or losses.  

The amount of the Partnership' contributions to the plans charged 
to income for the years ended December 31, 1995, 1994 and 1993 
were $214,000, $205,000 and $281,000, respectively.

NOTE 9.  UNIT OPTION PLAN

The Partnership maintains a 1989 Salaried Employee Partnership 
Unit Option Plan (the "Plan") adopted by the Operating Committee. 
The Plan is administered by a sub-committee (the "sub-committee") 
of the Operating Committee. The Plan authorizes the Partnership 
to grant to salaried officers and employees of the Partnership 
non qualified options to purchase Partnership Units.  The 
Partnership has reserved 1,022,000 Partnership Units to be issued 
pursuant to the exercise of options granted under the Plan.  The 
Plan will terminate on March 6, 1999.  No person serving on the 
Operating Committee or the Plan Committee, who is not an employee 
of Huntway, is eligible to participate in the Plan. 

On September 15, 1993, the sub-committee repriced 39,600 options 
previously issued at prices from $3.50 per unit to $6.00 per unit 
to an exercise price of $1 per unit.  Under the repricing 
agreement, 79,200 previously issued options were converted to 
39,600 options (or 50%) at a new exercise price of $1 per unit.  
Additionally, 25,000 previously issued options were canceled.  
These newly priced options vest 50% on the second anniversary of 
the option grant date and 50% on the third anniversary of the 
option grant date, except in the case of (i) the optionees' death 
or disability; (ii) retirement in the event the employee has 
three years of service with the Partnership; or (iii) change in 
control of the Managing General Partner.

The sub-committee granted 400,000 new options on October 15, 1993 
at an exercise price of $1 per unit.  These options were granted 
to salaried officers and employees of the Partnership.  

These options generally do not vest until the third anniversary 
of the option grant date, except in the case of (i) the 
optionees' death or disability; (ii) retirement in the event the 
employee has three years of service with the Partnership; or 
(iii) change in control of the Managing General Partner.  All 
options granted or repriced were at prices not less than fair 
market value at dates of grant.

During 1995, 6,850 previously issued options terminated.  The 
sub-committee granted 589,250 new options on August 22, 1995 at 
an exercise price of $.625 per unit.

At December 31, 1995, 1,022,000 options are outstanding, of which 
103,133 are exerciseable.  All exerciseable options have a strike 
price of $1 a unit.  As more fully explained in Note 1, the 
Partnership has reached an agreement with a majority of its 
senior lenders and with its junior note holders to restructure 
its debt.  The agreement specifies that management will be issued 
options for 10% of the Partnership on a fully-diluted basis 
(inclusive of options already issued) at a strike price of $.50 a 
unit. 

NOTE 10.  SIGNIFICANT CUSTOMERS

One customer accounted for approximately 17.1% in 1995, 16% of 
revenues in 1994 and 14% in 1993.
	
Item 9.  Disagreements on Accounting and Financial Disclosure
	
	None.


PART III

Item 10.  Directors and Executive Officers of the Registrant

Huntway Operating Committee

The Partnership's business and affairs are managed by Huntway 
Managing Partner, L.P. (the "Managing General Partner") rather 
than a board of directors. Similarly, the Managing General 
Partner is itself a partnership and its business and affairs are 
managed by its general partner, Reprise Holdings, rather than a 
board of directors.  However, Reprise Holdings, as sole general 
partner of the Managing General Partner, has established an 
operating committee (the "Operating Committee") to consult with 
Reprise Holdings with respect to the management of the Managing 
General Partner and the Partnership, and has elected the 
following individuals as members of the Operating Committee:

Juan Y. Forster, age 59, has been principally employed as the 
President and Chief Executive Officer of Huntway for the past 
five years.

Samuel M. Mencoff, age 39, has been principally employed as a 
Vice President of Madison Dearborn Partners, Inc. since January, 
1993.  Prior to January, 1993, Mr. Mencoff served as Vice 
President of First Capital Corporation of Chicago (FCCC). Mr. 
Mencoff is sole director, President and Treasurer of Reprise 
Holdings and is a general partner of Madison Dearborn Partners 
III.

Justin S. Huscher, age 42, has been principally employed as a 
Vice President of Madison Dearborn Partners, Inc. since January, 
1993.  Prior to January, 1993, Mr. Huscher served as a Senior 
Investment Manager of First Chicago Investment Corporation, an 
affiliate of FCCC.  Mr. Huscher is Vice President and Secretary 
of Reprise Holdings and is a general partner of Madison Dearborn 
Partners III.

Raymond M. O'Keefe, age 70, has been principally employed for the 
last five years as President and Chief Executive Officer of 
Rokmanage, Inc., a management services firm.  For that period and 
more than the last five years, Mr. O'Keefe has served as 
President and Chief Executive Officer of A. J. Land Company and 
Harvard Gold Mining Company.

Members of the Operating Committee currently receive no 
compensation from the Partnership or the Managing General Partner 
for their services as members of the Operating Committee.  The 
Partnership reimburses the Operating Committee members for 
expenses incurred in connection with such services.

Section 16 of the Securities and Exchange Act of 1934, as 
amended, requires the Partnership's executive officers, members 
of the Operating Committee and persons who beneficially own 
greater than 10% of the Units to file reports of ownership and 
changes in ownership with the SEC.  Based solely upon its review 
of copies of the Section 16 reports the Partnership has received, 
the Partnership believes that during its fiscal year ended 
December 31, 1994, all of its executive officers, members of the 
Operating Committee and greater than 10% beneficial owners were 
in compliance with their filing requirements


Partnership Officers

The following list sets forth: (i) the name and age of each 
officer of the Partnership; (ii) the year in which each such 
person first joined the Partnership; and (iii) all positions with 
the Partnership presently held by each person named.
                                
                          			 Year Joined
	Name                   	Age	 Huntway    	Office    

 Juan Y. Forster        	59  	1979     	President & Chief  Executive Officer
 Lucian A. Nawrocki     	50  	1982     	Executive Vice  President, 
                               							  Asphalt  Sales
 Warren J. Nelson      		45  	1993    		Executive Vice President 
                                        & Chief Financial Officer
 Terrance L. Stringer   	54  	1992	    	Executive Vice President
 Charles R. Bassett     	60  	1982     	Manager of  Operations/Benicia
 William G. Darnell     	59  	1982     	Vice President &  General
                               							  Manager/Benicia
 Earl G. Fleisher       	45  	1991     	Controller and Tax  Manager
 Michael W. Miller      	37  	1979     	Manager of   Operations/Wilmington

 
Each of the persons named above has had the position with Huntway 
set forth above for the past five years, except as follows:

Warren J. Nelson served as Executive Vice President and Chief 
Financial Officer of Everest and Jennings International, Ltd, 
from 1990 to 1992, as Acting Chief Financial Officer, Controller 
and Chief Accounting Officer of Smith International, Inc. in 
1990, and as Controller and Chief Accounting Officer of Smith 
International, Inc. from 1988 through 1989.

Terrance L. Stringer served for three years as Vice President, 
Supply and Marketing with Golden West Refining prior to joining 
Huntway in early 1992.  Prior to that he served in a variety of 
management positions with TOSCO Corporation.

Earl G. Fleisher joined Huntway as Tax Manager in May of 1991 and 
was appointed Controller in 1993.  Prior to joining Huntway, Mr. 
Fleisher was employed by Deloitte & Touche from 1979 to 1991.


Item 11.  Officers' Compensation

Cash Compensation of Officers

For the year ended December 31, 1995, the Partnership paid or 
accrued an aggregate of $1,207,000 compensation to its officers 
as a group.


Compensation Pursuant to Plans

Pension Plan.  The Partnership currently has in effect a defined 
contribution pension plan as well as a 401-K deferred savings and 
profit sharing plan.  Pursuant to the terms of the pension plan, 
each year Huntway contributes to the plan an amount equal to 4% 
of each employee's annual "base compensation", which includes 
base salary and overtime, but excludes any cash bonuses.  Each 
full-time employee of Huntway participates in the pension plan.  
Contributions made to the pension plan vest in equal increments 
over a period beginning upon completion of two years of service 
and ending upon completion of seven years of service.  The terms 
of the 401-K deferred savings plan provide that the Partnership 
match the employee's contributions up to 2% of qualifying 
compensation.  For the year ended December 31, 1995, Huntway paid 
or accrued $60,000 to these plans on behalf of its officers as a 
group.

Item 12.  Principal Unitholders

The following tables set forth information regarding the number 
of Limited Partnership Units owned as of April 1, 1996 by each 
person known by the Partnership to be the beneficial owner of 
more than five percent of all Limited Partnership Units 
outstanding.  Except as indicated below, each of the persons 
named in the table has sole voting and investment power with 
respect to the Units set forth opposite his or its name.


Beneficial Ownership
                                                                   
								         	                                  
	Beneficial Owner                   	Units               	Interest

	Common Units:

	First Capital Corporation          	3,640,121	(1)       	31.5%
	of Chicago
	One First National Plaza
	Chicago, IL  60670

	Bankers Trust Company              	1,975,552	(2)       	14.6%
	280 Park Avenue
	New York, New York 10017

	Massachusetts Mutual Life          	1,092,156	(2)        	8.6%
	Insurance Company
	1295 State Street
	Springfield, MA  01111
	
	Mr. Andre Danesh                     	914,000	(3)        	7.9%
	Allied Financial Corp.
	1583 Beacon Street
	Brookline, MA  02146

	Goldman, Sachs Group, L.P.           	730,000          		6.3%
	and Goldman, Sachs & Co.
	85 Broad Street
	New York, NY  10904

	Reprise Holdings, Inc.               	653,286	          	5.7%
	One First National Plaza
	Chicago, IL 60670

	All Officers and Operating         	1,799,927	(4)(5)   	15.7%
	Committee Members as a Group 
	(12 persons)	

   
1) Includes 653,286 units held by Reprise Holdings, Inc.  First 
Capital Corporation of Chicago and Madison Dearborn Partners 
III own all of the outstanding common stock of Reprise 
Holdings, Inc.,  First Capital Corporation of Chicago and 
Madison Dearborn Partners III disclaim beneficial ownership of 
Units beneficially owned by Reprise Holdings, Inc.

2) All reported beneficial ownership of Units represents warrants 
to purchase Units at an exercise price of $.875 per Unit 
issued to the Partnership's lenders under the June 23, 1993 
restructuring agreement.  See Note 3 to the Consolidated 
Financial Statements.

3)	Includes 378,300 units held by Mr. Danesh; 243,700 units held 
by Allied Financial Corporation's Profit Sharing Plan, of 
which Mr. Danesh is the trustee; 159,900 units held by E & S 
Investments, of which Mr. Danesh is the general manager; and 
133,000 units held by Allied Financial Investments, of which 
Mr. Danesh is a general partner.

4)	Includes 62,500 and 341,958 Units held by Madison Dearborn 
Partners VI and Madison Dearborn Partners III, respectively.  
Samuel M. Mencoff and Justin S. Huscher, member of the 
Operating Committee, serve as general partners of such 
entities but disclaim beneficial ownership of Units held by 
such entities.  Also includes 653,286 Units held by Reprise 
Holdings, Inc.  Mr. Mencoff is the President and sole director 
of Reprise Holdings, Inc.  See also Note 1 above.  Mr. Mencoff 
disclaims beneficial ownership of the Units held by Reprise 
Holding, Inc.

5)	Includes options to acquire 103,133 Units exerciseable at $1 a 
unit.
 


Item 13.  Certain Transactions

None.





PART IV

Item 14.  Exhibits, Financial Statement Schedules
and Reports on Form 8-K

The financial statement schedules and exhibits listed below are 
filed as a part of this annual report.
		

(a)(2) Financial Statements Schedules
	
	None

The financial statements schedules of the Partnership are omitted 
because of the absence of the conditions under which they are 
required or because the required information is included in the 
financial statements or notes thereto.

(a)(3) Exhibits

Exhibit
Number	Description of Exhibit 	

	3.1	Amended and Restated Agreement of Limited Partnership 
of 	Huntway 
		Partners, L.P. (incorporated by reference herein to 
Exhibit A to the Prospectus included in the 
Registration Statement on Form S-1, filed September 26, 
1988, Registration
		No. 33-24445).

 	3.2	Huntway Partners, L.P. Bylaws (incorporated by 
reference 
		herein to Exhibit 3.2 of the Registration Statement on 
		Form S-1, as amended by Amendment No. 2, filed November 
2, 
		1988, Registration No. 33-24445).

 	3.3	Amendment of Agreement of Limited Partnership of 
Huntway 
		Partners, L.P. dated as of December 20, 1989 
(incorporated 
		by reference herein to Exhibit 3.3 of the Annual Report 
on 
		Form 10-K, filed March 30, 1990, Commission file No. 1-
10091)

	 4	Deposit Agreement by and among Huntway Partners, L.P., 
		Bankers Trust Company and Huntway Managing Partner, 
L.P. 
		(incorporated by reference herein to Exhibit 4 of the 
Annual 
		Report on Form 10-K, filed March 29, 1989, Commission 
file 
		No. 1-10091)

 	10.1	Amended and Restated Agreement of Limited Partnership 
of 
		Huntway Managing Partner, L.P. dated as of December 22, 
		1989 (incorporated by reference herein to Exhibit 10.1 
of 
		the Annual Report on Form 10-K, filed March 30, 1990, 
		Commission file No. 1-10091)

	10.2	Huntway Partners, L.P. Amended and Restated Profit 
Sharing 
		and Tax Deferred Savings Plan (incorporated by 
reference 
		herein to Exhibit 10.2 of the Annual Report on Form 10-
K, 
		filed March 29, 1989, Commission file No. 1-10091)

Exhibit
Number	Description of Exhibit  	

10.3	Huntway Partners, L.P. Money Purchase Pension Plan 
		(incorporated by reference herein to Exhibit 10.4 of 
the 
		Registration Statement on Form S-1, filed September 26, 
		1988, Registration No. 33-24445).
 
10.4	Third Amended and Restated Credit Agreement dated as of 
		May 18, 1990 by and among Huntway Partners, L.P., 
Sunbelt 
		Refining Company, L.P. and Bankers Trust Company 
		(incorporated by reference herein to Exhibit 10.1 of 
the 
		Quarterly Report on Form 10-Q, filed November 14, 
		1990, Commission file No. 1-10091)

	10.5	First Amendment dated as of September 26, 1990 to the 
		Third Amended and Restated Credit Agreement dated as 
		of May 18, 1990 (incorporated by reference herein to 
		Exhibit 10.2 of the Quarterly Report on Form 10-Q, 
		filed November 14, 1990, Commission file No. 1-10091)

	10.6	Second Amendment dated as of November 16, 1990 to the 
Third 
		Amended and Restated Credit Agreement dated as of May 
18, 
		1990 (incorporated by reference herein to exhibit 10.6 
of 
		the Annual Report on Form 10-K, filed March 28, 1991, 
		Commission file No. 1-10091)

	10.7	Third Amendment dated as of November 20, 1990 to the 
Third 
		Amended and Restated Credit Agreement dated as of May 
18, 
		1990 (incorporated by reference herein to exhibit 10.7 
of
		the Annual Report on Form 10-K, filed March 28, 1991, 
		Commission file No. 1-10091)

	10.8	Fourth Amendment dated as of March 29, 1991 to the 
Third 
		Amended and Restated Credit Agreement dated as of May 
18, 
		1990 (incorporated by reference herein to Exhibit 10.1 
of 
		the Quarterly Report on Form 10-Q filed August 14, 
1991, 
		Commission file No. 1-10091)

	10.9	Fifth Amendment dated as of April 29, 1991 to the Third 
		Amended and Restated Credit Agreement dated as of May 
18, 
		1990 (incorporated by reference herein to Exhibit 10.2 
of 
		the Quarterly Report on Form 10-Q filed August 14, 
1991, 
		Commission file No. 1-10091)

	10.10	Sixth Amendment dated as of May 31, 1991 to the Third 
		Amended and Restated Credit Agreement dated as of May 
18, 
		1990 (incorporated by reference herein to Exhibit 10.3 
of 
		the Quarterly Report on Form 10-Q filed August 14, 
1991, 
		Commission file No. 1-10091)

	10.11	Seventh Amendment dated as of June 28, 1991 to the 
Third 
		Amended and Restated Credit Agreement dated as of May 
18, 
		1990 (incorporated by reference herein to Exhibit 10.4 
of  
		the Quarterly Report on Form 10-Q filed August 14, 
1991, 
		Commission file No. 1-10091)


Exhibit
Number	Description of Exhibit	 

	10.12	Eighth Amendment dated as of July 30, 1991 to the Third 
		Amended and Restated Credit Agreement dated as of May 
18, 
		1990 (incorporated by reference herein to Exhibit 10.5 
of 
		the Quarterly Report on Form 10-Q filed August 14, 
1991, 
		Commission file No. 1-10091)

	10.13	Ninth Amendment dated as of August 30, 1991 to the 
Third 
		Amended and Restated Credit Agreement dated as of May 
18, 
		1990 (incorporated by reference herein to Exhibit 10.1 
of 
		the Quarterly Report on Form 10-Q filed November 14, 
1991, 
		Commission file No. 1-0091)

	10.14	Tenth Amendment and Limited Waiver dated as of October 
28, 
		1991 to the Third Amended and Restated Credit Agreement 
		dated as of May 18, 1990 (incorporated by reference 
herein 
		to Exhibit 10.2 of the Quarterly Report on Form 10-Q 
filed 
		November 14, 1991, Commission file No. 1-10091)

10.15	Eleventh Amendment and Limited Waiver dated as of March 
23, 
		1992 to the Third Amendment and Restated Credit 
Agreement 
		dated as of May 18, 1990 (incorporated by reference 
herein 
		to Exhibit 10.15 of the Annual Report on Form 10-K 
filed 
		March 30, 1992, Commission file No. 1-10091)

	10.16	Indenture of Trust and Security Agreement dated as of 
		December 1, 1987 from Huntway Refining Company, L.P. to 
		Security Pacific National Bank as Trustee (incorporated 
		by reference herein to Exhibit 10.6 of the Registration 
		Statement on Form S-1, filed September 26, 1988, 
		Registration No. 33-24445).

	10.17	Amended and Restated Ground Lease dated as of July 31, 
		1987 by and between Industrial Asphalt and Huntway 
Refining 
		Company (incorporated by reference herein to Exhibit 
10.7 
		of the Registration Statement on Form S-1, filed 
September 26, 
		1988, Registration No. 33-24445).

	10.18	Asset Purchase Agreement dated August 23, 1987 between 
		Huntway Refining Company and Huntway Acquisition 
Limited 
		Partnership (incorporated by reference herein to 
Exhibit 
		10.8 of the Registration Statement on Form S-1, filed 
		September 26, 1988, Registration No. 33-24445).

	10.19	Second Amended and Restated Agreement of Limited 
Partnership 
		of Sunbelt Refining Company, L.P. (incorporated by 
reference 	
		herein to Exhibit 10.8 of the Annual Report on Form 10-
K, 
		filed March 30, 1990, Commission file No. 1-10091)

	10.20	First Supplemental Indenture dated as of November 1, 
1988 
		from Huntway Holdings, L.P. to Security Pacific 
National Bank 
		(incorporated by reference herein to Exhibit 10.10 of 
the 
		Annual Report on Form 10-K, filed March 29, 1989, 
Commission 
		file No. 1-10091)

	10.21	Huntway Partners, L.P. 1989 First Amendment to the 
Salaried 
		Employees Partnership Unit Option Plan dated as of May 
1991 

Exhibit
Number	Description of Exhibit	 

	10.22 	Indemnification Agreement dated as of November 9, 1988 
		(incorporated by reference herein to Exhibit 10.12 of 
the 
		Annual Report on Form 10-K, filed March 29, 1989, 
		Commission file No. 1-10091)

	10.23	Amended and Restated Agreement of Limited Partnership 
of 
		Huntway Holdings, L.P. dated as of December 22, 1989 
		(incorporated by reference herein to Exhibit 10.12 of 
		the Annual Report on Form 10-K, filed March 30, 1990, 
		Commission file No. 1-10091)

	10.24	Agreement for Liquidation of Limited Partner Interest 
dated 
		as of October 30, 1989 by and among Sunbelt Refining 
Company, 
		L.P. and James R. Bagley, John M. Schwarz, Hector 
Monroy and 
		Fil Ventura (incorporated by reference herein to 
Exhibit 
		10.13 of the Annual Report on Form 10-K, filed March 
30, 
		1990, Commission file No. 1-10091)

	10.25	Definitive Agreement between Huntway Partners, L.P. and 
		Reprise Holdings, L.P. dated as of May 3, 1990 
		(incorporated by reference herein to Exhibit 10.14 of 
		the Quarterly Report on Form 10-Q, filed May 15, 1990, 
		Commission file No. 1-10091)			

	10.26	Funding and Forbearance Agreement dated as of December 
31, 
		1992 among Bankers Trust Company, Huntway Partners, 
L.P., 
		Massachusetts Mutual Life Insurance Company, Phoenix 
Home 
		Life Mutual Insurance Company, Crown Life Insurance 
Company, 
		Century Life Insurance Company and First Capital  
Corporation 
		of Chicago and acknowledged by Sunbelt Refining 
Company, L.P., 
		Huntway Managing Partners, L.P. and Huntway Holdings, 
L.P. 
		(incorporated by reference herein to Exhibit 10.1 of 
the 
		Current Report on Form 8-K, filed March 1, 1993, 
Commission 
		file No. 1-10091)			

	10.27	Huntway Partners, L.P./Sunbelt Refining Company L.P. 
General 
		Restructuring Agreement Dated as of June 22, 1993 
		(incorporated by reference herein to Exhibit 10.27 of 
the 
		current report on Form 8-K, filed July 13, 1993, 
Commission 
		file No. 1-10091)

	10.28	Huntway Partners, L.P., as Issuer to Shawmut Bank N.A., 
as 	
		Trustee, Collateralized Note Indenture Dated as of June 
22, 
		1993 (incorporated by reference herein to Exhibit 10.28 
of 
		the Current Report on Form 8-K, filed July 13, 1993, 
		Commission file No. 1-10091)

	10.29	Huntway Partners, L.P., as Issuer to Shawmut Bank 
Connecticut 
		National Association, as Trustee Subordinated Note 
Indenture 
		Dated as of June 22, 1993 (incorporated by reference 
herein 
		to Exhibit 10.29 of the Current Report on Form 8-K, 
filed 
		July 13, 1993, Commission file No. 1-10091)


Exhibit
Number	Description of Exhibit	 

	10.30	Huntway Partners, L.P., as Issuer to IBJ Schroder Bank 
& 
		Trust Company, as Trustee, Junior Subordinated 
Debenture 
		Indenture Dated as of June 22, 1993 (incorporated by 
		reference herein to Exhibit 10.30 of the Current Report 
on 
		Form 8-K, filed July 13, 1993, Commission file No. 1-
10091)

10.31	Letter of Credit and Reimbursement Agreement Dated as 
of 
		June 22, 1993 between Huntway Partners, L.P., Sunbelt 
		Refining Company, L.P. and Bankers Trust Company 
		(incorporated by reference herein to Exhibit 10.31 of 
the 
		Current Report on Form 8-K, filed July 13, 1993, 
Commission 
		file No. 1-10091)

	10.32	Intercreditor and Collateral Trust Agreement Dated as 
of 
		June 22, 1993 among Bankers Trust Company as LOC Bank 
and 
		Bankers Trust Company, Massachusetts Mutual Life 
Insurance 
		Company, Phoenix Home Life Mutual Insurance Company, 
Crown 
		Life Insurance Company, Century Life of America and 
Century 
		Life Insurance Company, as Holders of the Priority 
		Obligations, Senior Obligations and Subordinated 
		Obligations and United States Trust Company of New 
York, 
		as Collateral Agent (incorporated by reference herein 
to 
		Exhibit 10.32 of the Current Report on Form 8-K, filed 
		July 13, 1993, Commission file No. 1-10091)

	10.33	Collateral Accounts Security Agreement (incorporated by 
		reference herein to Exhibit 10.33 of the Current Report 
on 
		Form 8-K, filed July 13, 1993, Commission file No. 1-
10091)

10.34	Huntway Partners, L.P. 8% Priority Secured Note Due 
1994 
		(incorporated by reference herein to Exhibit 10.34 of 
the 
		Current Report on Form 8-K, filed July 13, 1993, 
Commission 
		file No. 1-10091)

	10.35	Huntway Partners, L.P., 8% Senior Secured Note Due 2000  
		(incorporated by reference herein to Exhibit 10.35 of 
the 
		Current Report on Form 8-K, filed July 13, 1993, 
Commission 
		file No. 1-10091)

	10.36	Huntway Partners, L.P. Increasing Rate Subordinated 
Note 
		(Other) Due 2008  (incorporated by reference herein to 
		Exhibit 10.36 of the Current Report on Form 8-K, filed 
		July 13, 1993, Commission file No. 1-10091)


	10.37	Huntway Partners, L.P. Increasing Rate Subordinated 
Note 
		(Sunbelt IDB) Due 2008  (incorporated by reference 
herein 
		to Exhibit 10.37 of the Current Report on Form 8-K, 
filed 
		July 13, 1993, Commission file No. 1-10091)



Exhibit
Number	Description of Exhibit	 

	10.38	Huntway Partners, L.P., Increasing Rate Junior 
Subordinated 
		Debentures Due 2020  (incorporated by reference herein 
to 
		Exhibit 10.38 of the Current Report on Form 8-K, filed 
		July 13, 1993, Commission file No. 1-10091)

	10.39	Warrants to Purchase Common Units of Huntway Partners, 
		L.P., a Delaware Limited Partnership  (incorporated by 
		reference herein to Exhibit 10.39 of the Current Report 
on 
		Form 8-K, filed July 13, 1993, Commission file No. 1-
10091)

	10.40	Assignment and Assumption Agreement  (incorporated by 
		reference herein to Exhibit 10.40 of the Current Report 
on 
		Form 8-K, filed July 13, 1993, Commission file No. 1-
10091)

	10.41	Termination Agreement (incorporated by reference herein 
to 
		Exhibit 10.41 of the Current Report on Form 8-K, filed 
		July 13, 1993, Commission file No. 1-10091)

	10.42	Modification of Huntway Pledge and Security Agreement 
		(incorporated by reference herein to Exhibit 10.42 of 
the 
		Current Report on Form 8-K, filed July 13, 1993, 
Commission 
		file No. 1-10091)

	10.43	Modification of Huntway Current Assets Pledge and 
Security 
		Agreement (incorporated by reference herein to Exhibit 
		10.43 of the Current Report on Form 8-K, filed July 13, 
1993, 
		Commission file No. 1-10091)

	10.44	Modification of Sunbelt Pledge and Security Agreement 
		(incorporated by reference herein to Exhibit 10.44 of 
the 
		Current Report on Form 8-K, filed July 13, 1993, 
		Commission file No. 1-10091)

	10.45	Modification of Huntway Managing General Partner 
		Pledge and Security Agreement (incorporated by 
		reference herein to Exhibit 10.45 of the Current 
		Report on Form 8-K, filed July 13, 1993, 
		Commission file No. 1-10091)

	10.46	Modification of Huntway Special General Partner Pledge 
		and Security Agreement (incorporated by reference 
herein 
		to Exhibit 10.46 of the Current Report on Form 8-K, 
filed 
		July 13, 1993, Commission file No. 1-10091)

	10.47	Amendment to Deed of Trust and Security Agreement 
		and Other Security Documents (California) (incorporated 
by 
		reference herein to Exhibit 10.47 of the Current Report 
on 
		Form 8-K, filed July 13, 1993, Commission file No. 1-
10091)

	10.48	Amendment to Deed of Trust with Assignment of Rents and 
		Other Security Documents (Arizona) (incorporated by 
		reference herein to Exhibit 10.48 of the Current Report 
		on Form 8-K, filed July 13, 1993, Commission file 
		No. 1-10091)

Exhibit
Number	Description of Exhibit	 Page No.

	10.49	Assignment of Notes and Deed of Trust (California) 
		(incorporated by reference herein to Exhibit 10.49 of 
the 
		Current Report on Form 8-K, filed July 13, 1993, 
Commission 
		file No. 1-10091)

	10.50	Assignment of Notes and Deed of Trust (Arizona) 
(incorporated 
		by reference herein to Exhibit 10.50 of the Current 
Report on 
		Form 8-K, filed July 13, 1993, Commission file No. 1-
10091)

	10.51	Modification of Sunbelt Guaranty Agreement 
(incorporated by 
		reference herein to Exhibit 10.51 of the Current Report 
on 
		Form 8-K, filed July 13, 1993, Commission file No. 1-
10091)

	10.52	Modification of Huntway Special General Partner 
Guaranty 
		Agreement (incorporated by reference herein to Exhibit 
		10.52 of the Current Report on Form 8-K, filed July 13, 
		1993, Commission file No. 1-10091)

	10.53	Modification of Huntway Guaranty Agreement 
(incorporated 
		by reference herein to Exhibit 10.53 of the Current 
Report 
		on Form 8-K, filed July 13, 1993, Commission file No. 
1-10091)

	10.54	Modification of Huntway Managing General Partner 
Guaranty  
		Agreement (incorporated by reference herein to Exhibit 
10.54
		of the Current Report on Form 8-K, filed July 13, 1993, 
		Commission file No. 1-10091)

	10.55	FCCC Acknowledgment and Agreement (incorporated by 
		reference herein to Exhibit 10.55 of the Current Report 
on 
		Form 8-K, filed July 13, 1993, Commission file No. 1-
10091)

	10.56	Amendment and Waiver of Registration Agreement 
(incorporated 
		by reference herein to Exhibit 10.56 of the Current 
Report on 
		Form 8-K, filed July 13, 1993, Commission file No. 1-
10091)

10.57	Agreement of Understanding dated March 11, 1996	49

	18	Letter of concurrence from accountants relating to the 
change 
		to the last-in, first-out (LIFO) method of accounting 
for 
		inventories (incorporated by reference herein to 
Exhibit 18 
		of the Annual Report on Form 10-K, filed March 30, 
1990, 
		Commission file No. 1-10091)

	22	Schedule of Subsidiaries (incorporated by reference 
herein to 
		Exhibit 22 of the Registration Statement on Form S-1, 
as 
		amended by Amendment No. 2, filed November 2, 1988, 
		Registration No. 33-24445).

	28.1	Press Release of the Company dated December 8, 1992 
		(incorporated by reference herein to Exhibit 28.1 of 
the 
		Current Report on Form 8-K, filed March 1, 1993, 
Commission 
		file No. 1-10091)

	28.2	Press Release of the Company dated December 10, 1992 
		(incorporated by reference herein to Exhibit 28.2 of 
the 
		Current Report on Form 8-K, filed March 1, 1993, 
Commission 
		file No. 1-10091)

Exhibit
Number	Description of Exhibit	 

	28.3	Press Release of the Company dated December 16, 1992 
		(incorporated by reference herein to Exhibit 28.3 of 
the 
		Current Report on Form 8-K, filed March 1, 1993, 
Commission 
		file No. 1-10091)

	28.4	Press Release of the Company dated December 31, 1992 
		(incorporated by reference herein to Exhibit 28.4 of 
		the Current Report on Form 8-K, filed March 1, 1993, 
		Commission file No. 1-10091)

	28.5	Complaint in Neal v. Forster, et al., No. 92-7264 SVW 
		(C.D. Cal.) (incorporated by reference herein to 
Exhibit 
		28.5 of the Current Report on Form 8-K, filed March 1, 
1993, 
		Commission file No. 1-10091)

	28.6	Complaint in Van Elgort et al. v. Huntway Partners, 
L.P., 
		et al., No. 92-7314R (C.D. Cal.) (incorporated by 
		reference herein to Exhibit \28.6 of the Current Report 
		on Form 8-K, filed March 1, 1993, Commission file 
		No. 1-10091)


(b)	Reports on Form 8-K

No reports on Form 8-K were filed in 1995.

SIGNATURES


	Pursuant to the requirements of Section 13 or 15(d) of the 
Securities Exchange Act of 1934, Huntway Partners, L.P. has duly 
caused this report to be signed on its behalf by the undersigned, 
thereunto duly authorized, on the 15th day of April, 1996.


					HUNTWAY PARTNERS, L.P.


					By:	/s/ Juan Y. Forster			
						Juan Y. Forster
						Chairman of the Operating Committee
								President and Chief 
Executive Officer         
											


	Pursuant to the requirements of the Securities Exchange Act 
of 1934, this report has been signed below by the following 
persons on behalf of the registrant and in the capacities 
indicated on April 15, 1996.


          Signature                              Title
        

                        	
/s/ Juan Y. Forster	
Juan Y. Forster	                		Member of Operating Committee and
                               			Chief Executive Officer

/s/ Warren J. Nelson	
Warren J. Nelson               			Executive Vice President and
                               			Chief Financial and Accounting Officer

/s/ Justin S. Huscher	
Justin S. Huscher               		Member of Operating Committee


/s/ Samuel M. Mencoff	
Samuel M. Mencoff               		Member of Operating Committee


/s/ Raymond M. O'Keefe	
Raymond M. O'Keefe 	             	Member of Operating Committee


AGREEMENT OF UNDERSTANDING

		This AGREEMENT OF UNDERSTANDING (this "Agreement") is 
made and entered into as of March 11, 1996 by and among Huntway 
Partners, L.P., a Delaware limited partnership (the "Company"), 
Sunbelt Refining Company, L.P., a Delaware limited partnership 
("Sunbelt"), Huntway Managing Partner, L.P. ("HMP"), Huntway 
Holdings, L.P. ("Holdings"), each of Bankers Trust Company 
("Bankers Trust"), Massachusetts Mutual Life Insurance Company 
("Mass Mutual"), Mellon Bank, N.A., as trustee for First Plaza 
Group Trust as directed by Contrarian Capital Advisors, L.C.C. and 
Oppenheimer & Co., Inc. for itself as as agent for certain 
affiliates (individually, a "Senior Lender" and collectively, the 
"Senior Lenders") and each of Madison Dearborn Partners III, an 
Illinois general partnership and First Capital Corporation of 
Chicago (individually a "Junior Lender" and collectively, the 
"Junior Lenders").  Capitalized terms used herein but not otherwise 
defined herein shall have the meanings given such terms in the 
General Restructuring Agreement dated as of June 22, 1993 (the 
"Restructuring Agreement") among the Company, Bankers Trust, Mass 
Mutual, Crown Life Insurance Company, Century Life of America, 
Century Life Insurance Company, Phoenix Home Life Mutual Insurance 
Company, the Junior Lenders, Sunbelt, HMP and Holdings.  The Senior 
Lenders and the Junior Lenders are collectively referred to herein 
as the "Lenders."  The Company, the Lenders, Sunbelt, HMP and 
Holdings are collectively referred to herein as the "Parties" and 
individually as a "Party".

	RECITALS

		WHEREAS, the Lenders are the holders of all of the New 
Securities, except such New Securities as are owned or held by 
Ryback Management Corporation ("Ryback"), on behalf of itself and 
its nominee(s);

		WHEREAS, the Company and Sunbelt are obligated to the 
Lenders under the Restructuring Documents, including, without 
limitation, obligations with respect to the Collateralized Notes, 
the Subordinated Notes and the Junior Subordinated Notes (any and 
all such obligations collectively are referred to herein as the 
"Existing Obligations");

		WHEREAS, the Company is in default under certain 
covenants and provisions of the Restructuring Documents;

		WHEREAS, the Company and the Lenders have consented to a 
restructuring of the Existing Obligations in accordance with the 
terms and provisions set forth in the Term Sheet attached hereto as 
Exhibit A (the "Consensual Term Sheet");

		WHEREAS, the out-of-court restructuring of the Existing 
Obligations contemplated by the Consensual Term Sheet requires, 
among other things, the consent of Ryback, and Ryback has not given 
such consent; 

		WHEREAS, as an alternative to the restructuring of the 
Existing Obligations pursuant to the Consensual Term Sheet, the 
Company and Lenders have negotiated the principal terms and 
provisions of a prepackaged plan of reorganization (the "Plan"), 
which are set forth in the Term Sheet attached hereto as Exhibit B 
(the "Plan Term Sheet"); 

		WHEREAS, the Company believes that it is in the best 
interest of the Company and its creditors for the Company to seek 
relief under chapter 11 of Title 11 of the U.S. Code (the 
"Bankruptcy Code") and, concurrently therewith, file a proposed 
plan of reorganization incorporating the terms of the Plan Term 
Sheet unless Ryback consents to the terms of the Consensual Term 
Sheet;

		NOW, THEREFORE, in consideration of the premises and the 
terms and conditions herein contained, the adequacy and sufficiency 
of which are hereby acknowledged, the Parties hereby agree as 
follows:

		1.	Preparation of the Plan and other Materials.  
Promptly upon execution of this Agreement, the Company shall 
instruct its counsel to prepare the following:  (a) a petition (the 
"Petition") for relief under chapter 11 of the Bankruptcy Code; (b) 
a plan of reorganization incorporating the terms and provisions of 
the Plan Term Sheet (the "Plan"); (c) all schedules, motions, 
pleadings and other papers necessary or useful in connection with 
the filing of the Petition; and (d) a disclosure and solicitation 
statement describing the Company and the Plan and seeking the 
consent of each class of impaired claims and interests identified 
in the Plan Term Sheet (the "Disclosure and Solicitation 
Statement").  The Company's counsel shall coordinate with counsel 
for the Lenders in the preparation of such documents. 

		2.	Timetable for Plan, Disclosure and Solicitation and 
Filing.  The Company shall prepare the Plan and the Disclosure and 
Solicitation Statement on or before May 13, 1996 and shall use its 
reasonable best efforts to submit the Disclosure and Solicitation 
Statement to the Securities and Exchange Commission for review on 
or before May 20, 1996.  The Company shall use its reasonable best 
efforts to obtain the approval of the Disclosure and Solicitation 
Statement by the Securities and Exchange Commission on or before 
June 24, 1996 (the date of such approval being referred to herein 
as the "SEC Approval Date").  Not later than three business days 
after the SEC Approval Date, the Company shall distribute the 
Disclosure and Solicitation Statement to all known members of each 
class of impaired claims or interests identified in the Plan Term 
Sheet and shall solicit the consent of each such class of claims 
and interests in compliance with Bankruptcy Code Section 1126(b) 
and Bankruptcy Rule 3018.  The solicitation period shall remain 
open for 30 calendar days.  If each such class of impaired claims 
or interests votes to accept the Plan in accordance with Bankruptcy 
Code Section 1126 and Bankruptcy Rule 3018, the Company shall file 
the Petition and the Plan not more than two business days after the 
close of the solicitation period (the date on which the Petition is 
filed being referred to herein as the "Petition Date").  The 
Company shall use its reasonable best efforts to notice a hearing 
to approve the compliance of the solicitation of consents to the 
Plan with Bankruptcy Code Section 1126, which hearing shall convene 
not more than 45 days after the Petition Date and shall conclude 
not more than 48 days after the Petition Date.  The Company shall 
use its reasonable best efforts to notice a hearing on confirmation 
of the Plan, which hearing shall convene not more than 45 days 
after the Petition Date and shall conclude not more than 48 days 
after the Petition Date.

		3.	Support of the Plan.  Each Party will use its 
reasonable best efforts to obtain confirmation of the Plan in 
accordance with the Bankruptcy Code and the timetable set forth in 
Section 2.  Each Party will take all necessary and appropriate 
actions to achieve confirmation including recommending to the 
holders of impaired claims and interests that the Plan be 
confirmed.  No Party shall (a) object to confirmation of the Plan 
or otherwise commence any proceeding to oppose or alter the Plan or 
any other reorganization documents containing terms and conditions 
consistent with those contained in the Plan Term Sheet (the "Plan 
Documents"), (b) vote for, consent to, support or participate in 
the formulation of any other plan of reorganization or liquidation 
proposed or filed or to be proposed or filed in any chapter 11 or 
chapter 7 case commenced in respect of the Company, (c) directly or 
indirectly seek, solicit, support or encourage any other plan, 
proposal or offer of dissolution, winding up, liquidation, 
reorganization, merger or restructuring of the Company or any of 
its subsidiaries that could reasonably be expected to prevent, 
delay or impede the successful restructuring of the Company as 
contemplated by the Plan Term Sheet, (d) object to the Disclosure 
and Solicitation Statement or the compliance of the solicitation of 
consents to the plan with Bankruptcy Code Section 1126 or (e) take 
any other action that is inconsistent with, or that would delay 
confirmation of the Plan; provided, however, that no Party shall be 
barred from (x) objecting to the compliance with Bankruptcy Code 
Section 1126 of the solicitation of the consent by such Party to 
the Plan if the Disclosure and Solicitation Statement received by 
such Party contains a material misstatement or omission or 
(y) taking any action with respect to any matter which action is 
not inconsistent with the Plan Term Sheet.

		4.	Acknowledgment.  This Agreement is not and shall 
not be deemed to be a solicitation for consents to the Plan.  The 
Lenders' acceptances of the Plan will not be solicited until the 
Lenders have received the Disclosure and Solicitation Statement.

		5.	Termination of Lenders' Obligations.  Each Lender 
may terminate its obligations hereunder and rescind any vote on the 
Plan by such Lender (which vote shall be null and void and have no 
further force and effect) by giving written notice thereof to the 
Parties if the Plan provides or is modified to provide for a 
materially adverse distribution to such Lender than the 
distribution for such Lender described in the Plan Term Sheet.  
Senior Lenders (including at least one Senior Lender other than 
Bankers Trust Company) holding a majority of the Restructured 
Obligations may terminate the Senior Lenders' obligations hereunder 
and rescind any vote on the Plan by the Lenders (which votes shall 
be null and void and have no further force and effect) by giving 
written notice thereof to the Parties if any of the following 
occur: (a) the Plan or the Plan Documents provide or are modified 
to provide or the Company moves to modify the Plan to provide for 
distributions to holders of claims or interests that differ in any 
material respect from the distributions to such holders described 
in the Plan Term Sheet without the consent in writing by each of 
the Parties that is adversely affected thereby, it being understood 
that any improvement in the distribution to any Party under the 
Plan shall be deemed to be materially adverse to all Parties; (b) 
the Company violates any covenant in Section 1 or Section 2 (it 
being understood that certain obligations in Section 2 require only 
the Company's best reasonable efforts); (c) the Company fails to 
obtain consent of each impaired class of claims or interests on or 
before August 14, 1996 or the Company fails to file the Petition 
and the Plan on or before August 16, 1996 or the Plan fails to be 
confirmed on or before September 30, 1996; (d) after the filing of 
the Plan the Company submits a second plan of reorganization that 
does not incorporate the terms and provisions of the Plan Term 
Sheet or moves to withdraw the Plan; or (e) the Company, the 
Lenders and Ryback execute the Consensual Term Sheet on or before 
the earlier of April 15, 1996 and the Petition Date. 

		6.	Agreement not a Waiver.  Nothing in this Agreement 
constitutes a modification or waiver of any of the Lenders' rights 
under the Restructuring Documents, at law or otherwise.  

		7.	Representations and Warranties.   Each Lender 
represents and warrants to the other Parties that (a) such Lender 
is the legal and beneficial owner of the New Securities set forth 
opposite the name of such Lender on Schedule I annexed hereto, and 
(b) such Lender has sole voting and dispositive power with respect 
to the New Securities issued to such Lender and has full power and 
authority to enter into this Agreement and perform its obligations 
hereunder, and has not entered into any participation or other 
agreement with any person with respect to any of the New Securities 
held by such Lender or otherwise granted any person any authority 
over the voting or disposition of such New Securities (other than 
any such participation or other agreement that does not in any way 
limit or restrict the undersigned Lender's ability to satisfy its 
obligation hereunder with respect to all of the New Securities held 
by such Lender).  Each Party represents and warrants to the other 
Parties that this Agreement is the legally valid and binding 
agreement of such Party, enforceable against such Party in 
accordance with its terms.

		8.	Miscellaneous.

		(a)	This Agreement, together with the Exhibits hereto, 
constitute the complete agreement of the Parties with respect to 
the subject matters referred to herein and supersede all prior or 
contemporaneous negotiations, promises, covenants, agreements or 
representations of every nature whatsoever with respect thereto, 
all of which have become merged and finally integrated into this 
Agreement.  This Agreement cannot be amended, modified or 
supplemented except by an instrument in writing executed by the 
Parties.

		(b)	The Company agrees, at its cost and expense, to 
execute and deliver, or to cause to be executed and delivered, all 
such instruments and to take all such action as the Lenders may 
reasonably request in order to effectuate the intent and purposes 
of, and to carry out the terms of this Agreement.  The Lenders 
agree, at the cost and expense of the Company, to execute and 
deliver, or to cause to be executed and delivered, all such 
instruments and to take all such action as the Company may 
reasonably request in order to effectuate the intent and purposes 
of, and to carry out the terms of this Agreement.

		(c)	It is acknowledged and agreed by the Parties that 
money damages would not be a sufficient remedy for any breach of 
this Agreement by any Party and each non-breaching Party shall be 
entitled to specific performance and injunctive or other equitable 
relief as a remedy of such breach, and each Party agrees to waive 
any requirement for the securing or posting of a bond in connection 
with such remedy.

		(d)	Wherever possible, each provision of this Agreement 
shall be interpreted in such manner as to be effective and valid 
under applicable law, but if any provision of this Agreement shall 
be prohibited by or invalid under applicable law, such provision 
shall be ineffective to the extent of such prohibition or 
invalidity, without invalidating the remainder of such provision or 
the remaining provisions of this Agreement.

		(e)	This Agreement shall become effective upon the 
execution and delivery of counterparts hereof by each of the 
parties listed on the signature pages hereof.  This Agreement shall 
be binding upon and inure to the benefit of the Parties and their 
respective successors and assigns.  The terms and provisions of 
this Agreement shall be binding upon and inure to the benefit of 
any assignee or transferee of the New Securities, and in the event 
of such transfer or assignment, the rights, obligations and 
privileges herein conferred upon the Lenders shall automatically 
extend to and be vested in such transferee or assignee, all subject 
to the terms and conditions hereof.  Each Lender agrees not to 
transfer, assign or participate any interest in or control or 
authority over all or any part of the New Securities in any manner 
without the express written assumption by such transferee of the 
transferors' obligations hereunder.  If the transferor has cast a 
ballot or ballots in favor of the Plan prior to such transfer, the 
transferee shall simultaneously with such transfer, assignment or 
participation execute and deliver to the Company an affirmation of 
such of the ballots as have been previously been delivered by such 
transferor or a new ballot by such transferee in favor of the Plan.  
The rights and obligations of the Company, Sunbelt, HMP and 
Holdings hereunder cannot be assigned without the written consent 
of all Lenders.  

		(f)	This Agreement may be executed in counterparts, 
each of which when so executed shall be an original, but all such 
counterparts shall together constitute but one and the same 
instrument.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN 
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO 
ANY CONFLICTS OF LAWS PROVISIONS THEREOF.

		IN WITNESS WHEREOF, the due execution hereof by the 
respective duly authorized general partner or officer of the 
undersigned as of the date first written above.

					HUNTWAY PARTNERS, L.P.

					By:	HUNTWAY MANAGING PARTNERS, L.P.,
						its Managing General Partner

						By:	The Huntway Division of 
Reprise Holdings, Inc., its 
sole General Partner

							By: 	/s/ Juan Y. Forster
								Juan Y. Forster
								President

					By:	HUNTWAY HOLDINGS, L.P.,
						its Special General Partner

						By:	The Huntway Division of 
Reprise Holdings, Inc., its 
sole General Partner

							By: 	/s/ Juan Y. Forster
								Juan Y. Forster
								President

					SUNBELT REFINING COMPANY, L.P.

					By:  HUNTWAY PARTNERS, L.P.,
						its sole General Partner

						By:  HUNTWAY MANAGING PARTNER, 	
						L.P., 	its Managing General 
Partner

							By:	The Huntway Division of 
Reprise Holdings, Inc., 
its sole General Partner

								By: /s/ Juan Y. Forster
									Juan Y. Forster
									President


						By:  HUNTWAY HOLDINGS, L.P.,
							its Special General Partner

							By:	The Huntway Division of 
Reprise Holdings, Inc., 
its sole General Partner

								By: /s/ Juan Y. Forster
									Juan Y. Forster
									President



						BANKERS TRUST COMPANY

						By: /s/ Carl O. Roark
							Carl O. Roark
							Managing Director


						MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

						By: /s/ Michael L. Klofas
							Michael L. Klofas
							Second Vice President


						MADISON DEARBORN PARTNERS III

						By: /s/ Samuel M. Mencoff
							Samuel M. Mencoff
							General Partner


						HUNTWAY MANAGING PARTNER, L.P.,

						By:	The Huntway Division of 
Reprise Holdings, Inc., its 
sole
							General Partner

							By: /s/ Juan Y. Forster
								Juan Y. Forster
								President


						HUNTWAY HOLDINGS, L.P.,

						By:	The Huntway Division of 
Reprise Holdings, Inc., its 
sole
							General Partner

							By: /s/ Juan Y. Forster
								Juan Y. Forster
								President

						FIRST CAPITAL CORPORATION OF CHICAGO


							By: /s/ Marie N. Berggren
								Marie N. Berggren
								Senior Vice President



						OPPENHEIMER & CO, INC., for itself 
and as Agent for certain affiliated 
entities. 


							By: /s/ Janice Stanton
								Janice Stanton
								

EXHIBIT A


HUNTWAY PARTNERS, L.P.
25129 THE OLD ROAD
SUITE 322
NEWHALL, CA  91381


January 8, 1996


Bankers Trust Company
Massachusetts Mutual Life Insurance Company
Crown Life Insurance Company
Century Life of America
Century Life Insurance Company
Ryback Management Corporation
Madison Dearborn Partners III
First Capital Corporation of Chicago

RE:	Restructuring of Obligations under Collateralized Note 
Indenture, Subordinated Note Indenture and Junior 
Subordinated Debenture Indenture, each dated as of June 
22, 1993 (collectively, the "indentures").

	This term sheet, when fully executed by the parties hereto, 
shall constitute the agreement in principle by such parties to 
restructure the obligations (including any warrants) of Huntway 
Partners, L.P. (the "Company") and Sunbelt Refining Company, L.P. 
to the addressees listed above in accordance with the following 
terms and conditions:

1.	Senior Notes	Holders of obligations under the 
Collateralized Note Indenture and the 
Subordinated Note Indenture (the 
"Existing Lenders") will convert their 
debt into $23,500,000 of Senior Secured 
Notes (the "Senior Secured Notes") to be 
comprised of $14,400,000 of funded debt 
and $9,100,000 of a Bankers Trust 
Industrial Development Bond Letter of 
Credit (the "IDB L/C").  Funded debt to 
be allocated pro rata to existing 
lenders after giving effect to the 
retention by Bankers Trust of the IDB 
L/C.
		The Company will replace the existing 
$17,500,000 letter of credit facility 
(the "Crude L/C") with a new letter of 
credit facility (the "New Crude L/C") 
within one year from the date of 
closing.  
2.	Interest Rate	12% per year, payable 1/6 first quarter, 
1/6 second quarter, 1/3 third quarter 
and 1/3 fourth quarter.  All interest 
payments due in 1996 will be payable in-
kind with additional Senior Secured 
Notes with the first cash interest 
payment on the Senior Secured Notes due 
March 31, 1997.  Interest on the IDB L/C 
portion of the debt to be paid at 12% 
less costs relating to the Pinal County 
Notes.
3.  Maturity	Ten (10) years from date of closing.
4.	Option Redemption	The Senior Secured Notes will be 
redeemable at the Company's option in 
whole or in part, upon not less than 30 
nor more than 60 days notice, at the 
redemption prices (expressed as 
percentages of aggregate principal 
amount) set forth below plus accrued and 
unpaid interest thereon to the 
applicable date of redemption, if 
redeemed during the 12 month period 
beginning on the periods indicated 
below:
		Callable at declining premium according 
to the following schedule:

			Year 1		112
			Year 2		109.6
			Year 3		107.2
			Year 4		104.8
			Year 5		102.4
			Year 6		Par

5.	Mandatory Redemption	A.	The Company will pay lenders 
all cash in excess of $6,000,000 on 
December 31, 1996 by January 15, 
1997.  Such cash balance will be 
net of funding required for 1996 
capital expenditure projects 
including equipment outlined in 
point 7, Equipment Financing.  Such 
capital expenditures in total will 
not exceed $4,150,000.  Any payment 
made to lenders on January 15, 1997 
will reduce required 1998 sinking 
fund described in point C below.
		B.	Beginning in 1997, based on fiscal 
1997 cash flow, the Company will 
pay to the lenders 50% of excess 
CDSA (as defined under the present 
indenture) using the same 
procedures for payment as addressed 
under the current indentures.  In 
the event the Company converts to 
corporate status, the CDSA 
definition shall be changed to 
reflect CDSA net of corporate 
income taxes.
		C.	Commencing in year 3, the company 
shall make annual sinking fund 
payments on the Senior Secured 
Notes in the amount of $2,937,500, 
with 40% of such amount to be paid 
on or before September 30 and 60% 
of such amount to be paid on or 
before December 31 of each 
applicable year.  The sinking fund 
payments in years 3 through 10 
shall be increased by an amount 
necessary to fully amortize any 
outstanding paid-in-kind Senior 
Secured Notes over that eight-year 
period.
6.	Collateral	Collateral for the IDB L/C and the 
Senior Secured Notes will remain as it 
currently is in the existing loan and 
security documents.  Existing lenders 
will allow all current assets to 
collateralize the New Crude LC when that 
facility is obtained.
7.	Equipment Financing	Existing lenders will allow the Company 
to borrow funds to build a 92,000 barrel 
asphalt tank, extend the storage 
capacity of two existing asphalt storage 
tanks by a combined 18,000-19,000 
barrels, and build two 5,000 barrel 
polymer asphalt tanks plus associated 
hardware at Benicia in 1996 and 1997.  
Collateral for the financing of these 
new capital expenditures will be only 
these new assets themselves.
		The equipment financing to build the two 
5,000 barrel polymer asphalt tanks plus 
associated hardware will be repaid by 
December 31, 1996.  Any amounts not 
repaid by December 31, 1996 on the 
92,000 barrel asphalt tank, or the two 
asphalt extensions or any other 
component of the planned 1996 capital 
expenditures of $4,150,000 will be 
deposited in a separate account at 
Bankers Trust to be withdrawn in 1997 
only for the purpose of paying off any 
remaining amounts due on these 1996 
capital projects.

8.	Existing Junior 	The existing Junior Subordinated Notes 
will be
Subordinated Note	exchanged for New Subordinated Notes 
(the "New Subordinated Notes") in a 
principal amount of $2,070,000.  The New 
Subordinated Notes will mature 10 years 
from the date of closing.  No principal 
payments or prepayments will be made on 
the New Subordinated Notes until the 
Senior Secured Notes are paid in full.  
The New Subordinated Notes will pay 
interest at a rate of 12% only in units 
valued at the then current market price 
(mechanics to be discussed).  Any units 
issued under this provision will not be 
dilutive to equity as described under 
number 10, Equity, below.

9.	Covenants	The Company will incorporate as much of 
the current indenture as possible except 
that financial covenant 415b will be 
eliminated, covenant 422 (Liquidity 
reserve) will be eliminated and the 
Company and its lenders will agree on an 
appropriate covenant 418 (capital 
expenditure) for future years.

		Lenders will allow an unsecured loan in 
1996 not to exceed $2,000,000.  Such 
loan must be repaid in full by December 
31, 1996.

10.	Equity	50% of the equity of the reorganized 
Huntway on a fully-diluted basis.  The 
equity to consist of units at no cost 
(or shares if the Company converts to 
Corporate status).  Existing warrants 
held by existing lenders to be retired.

		The New Subordinated Noteholders to 
receive 4.4% of the equity of the 
reorganized Huntway on a fully-diluted 
basis.

		Operating Management of the Company to 
own 10% (including the 1,022,000 options 
already issued) of the equity of the 
reorganized Huntway on a fully-diluted 
basis.

		The holders of the Senior Secured Notes 
shall not sell or otherwise transfer the 
equity securities issued to them at 
closing for 180 days following the 
closing; provided that the holders of 
the New Subordinated Notes, the 
Company's management and Andre Danesh 
(with respect only to his 600,000 unit 
finder's fee) shall have agreed not to 
sell or otherwise transfer their equity 
securities in the Company for such 180-
day period; provided further that on or 
before the expiration of the 180-day 
period, the equity securities issued at 
the closing contemplated hereby shall be 
registered.

11.	Tax Matters	All aspects of the tax consequences of 
the exchange offer, including the tax 
treatment relating to the cancellation 
of indebtedness and the issuance of the 
Senior Secured Notes and the limited 
partnership interests, as such 
consequences relate to both the Company 
and the Existing Lenders (both as to the 
old debt converted and the new debt and 
equity received) shall be satisfactory 
to the Company and the Existing Lenders.  
The limited partnership agreement 
amendments and the allocations and 
capital account balances made in 
connection with the consummation of the 
exchange offer shall also be 
satisfactory to the Existing Lenders.  
The parties agree that the Company may 
convert to corporate status following 
the closing subject to the Existing 
Lenders' prior written consent.

12.	Information and Other	The Limited Partnership Agreement 
shall be
Rights	amended as to provide the limited 
partners (subject to the execution of 
appropriate confidentiality agreements) 
with rights to information concerning 
the Company and its operations requested 
by the holders of at least 25% of the 
limited partnership interests and to be 
consulted as to certain matters 
specified in the Restructuring 
Documents.  In addition, the members of 
the Operating Committee shall be 
satisfactory to the Existing Lenders (so 
long as the Existing Lenders hold at 
least 25% of the limited partnership 
interests); it being understood that the 
current members of the Operating 
Committee (who are identified on Exhibit 
A hereto) are hereby deemed satisfactory 
to the Existing Lenders.  The parties 
hereto further agree to permit Huntway 
Managing Partners, L.P., following the 
closing, to transfer its general 
partnership interests in the Company to 
an entity to be formed by the Company's 
management and will consent to such 
transfer, provided that such transfer 
would not result in the loss of limited 
liability of any limited partner, cause 
the Company to be treated as a 
corporation for federal income tax 
purposes or otherwise cause adverse tax 
consequences to the Existing Lenders.

13.	Mutual Release	In consideration of the consummation of 
the transactions contemplated hereby, 
the parties hereto and their respective 
partners and other affiliates shall 
receive at closing a full release of all 
pre-closing obligations, liabilities, 
agreements and claims relating to the 
Company and its partners and other 
affiliates.


	The parties to this Term Sheet agree to use their good faith 
efforts to consummate the transactions contemplated hereby.  This 
Term Sheet is subject to the preparation and execution of 
definitive documentation satisfactory to the Existing Lenders, 
the holders of the Junior Subordinated Notes and the Company, 
containing terms and conditions consistent with the terms and 
conditions set forth above (the "Restructuring Documents").  This 
Term Sheet is intended merely as an outline of certain of the 
material terms of such Restructuring Documents.  It does not 
include descriptions of all of the terms, conditions and other 
provisions that are to be contained in the definitive 
documentation relating to the debt and equity securities and 
instruments described herein and it is not intended to limit the 
scope of discussion and negotiation of any matters not 
inconsistent with the specific matters set forth herein.

*   *   *   *   *


	IN WITNESS WHEREOF, the due execution hereof by the 
respective duly authorized officer of the undersigned as of the 
date first written above.

	
	HUNTWAY PARTNERS, L.P.

	By:	HUNTWAY MANAGING PARTNER, L.P.,
		Its Managing General Partner

		By:	The Huntway Division of 
Reprise
			Holdings, Inc., Its sole
			General Partner


			By:	/s/ Juan Y. Forster
				Juan Y. Forster
				President and 
				Chief Executive Officer

		By:	HUNTWAY HOLDINGS, L.P.,
			Its Special General Partner

			By:	The Huntway Division of
				Reprise Holdings, Inc., 
Its 
				Sole General Partner



				By:	/s/ Juan Y. Forster
					Juan Y. Forster
					President and
					Chief Executive Officer

	IN WITNESS WHEREOF, the due execution hereof by the 
respective duly authorized officer of the undersigned as of the 
date first written above.

	
	SUNBELT REFINING COMPANY, L.P.

	By:	HUNTWAY PARTNERS, L.P.,
		Its Sole General Partner

		By:	HUNTWAY MANAGING PARTNER, L.P.
			Its Managing General Partner

			By:	The Huntway Division of
				Reprise Holdings, Inc., 
Its 
				Sole General Partner


			By:	/s/ Juan Y. Forster
				Juan Y. Forster
				President and 
				Chief Executive Officer

		By:	HUNTWAY HOLDINGS, L.P.,
			Its Special General Partner

			By:	The Huntway Division of
				Reprise Holdings, Inc., 
Its 
				Sole General Partner


				By:	/s/ Juan Y. Forster
					Juan Y. Forster
					President and
					Chief Executive Officer

	BANKERS TRUST COMPANY


	By:	/s/ Carl O. Roark
		Carl O. Roark
		Managing Director


	IN WITNESS WHEREOF, the due execution hereof by the 
respective duly authorized officer of the undersigned as of the 
date first written above.

	
	MASSACHUSETTS MUTUAL LIFE
	INSURANCE COMPANY



	By:	/s/ Michael Klofas
		Michael Klofas
		Second Vice President

	CROWN LIFE INSURANCE COMPANY


	By:	/s/ H. E. Stackhouse
H.  E. Stackhouse
AVP, Private Placements



	By:	/s/ Jeff Tiefenbach
		Jeff Tiefenbach
		Inv. Analyst, Bonds


	CENTURY LIFE OF AMERICA
	By:	Century Investment Management Co.


	By:	/s/ Donald Heltner
		Donald Heltner
		Vice President


	CENTURY LIFE INSURANCE COMPANY
	By:	Century Investment Management Co.



	By:	/s/ Donald Heltner
		Donald Heltner
		Vice President

	IN WITNESS WHEREOF, the due execution hereof by the 
respective duly authorized officer of the undersigned as of the 
date first written above.

	
	RYBACK MANAGEMENT CORPORATION, on
	behalf of itself and its nominee(s).


	By:	_____________________________
		Name:
		Title:


	MADISON DEARBORN PARTNERS III


	By:	/s/ Samuel M. Mencoff
		Samuel M. Mencoff


	FIRST CAPITAL CORPORATION OF CHICAGO


	By:	/s/ Harry H. Hallowell
		Harry H. Hallowell
		Vice President

EXHIBIT A


HUNTWAY PARTNERS, L.P.
CURRENT OPERATING COMMITTEE MEMBERS



Juan Y. Forster

Samuel M. Mencoff

Justin S. Huscher

Raymond M. O'Keefe


	EXHIBIT B

	Huntway Partners, L.P.
	Term Sheet for
	Prepackaged Plan of Reorganization


Classification and Treatment of Claims
and Equity Interests Under the Prepackaged Plan:

Administrative Expenses:  Allowed administrative expenses 
under section 503(b) and 507(a)(1) of the Bankruptcy Code 
are to be paid in full, in cash, on the dates of the 
Effective Date or the date on which such administrative 
expenses become allowed, except to the extent the holder 
agrees to a different treatment; provided, however, that 
obligations incurred in the ordinary cause of business or 
assumed by the debtor-in-possession shall be paid in full or 
be performed by Huntway in the ordinary course of business 
according to the terms of the obligations.

Priority Tax Claims:  Allowed Priority Tax Claims (claims of 
governmental units entitled to priority under Section 507(a) 
(8) of the Bankruptcy Code) are to be paid in full, in cash, 
on the effective date or as soon thereafter as practicable; 
provided, however, that at Huntway's option, Huntway may pay 
such allowed claims plus interest over a period not 
exceeding six years after date of assessment thereof.

Class 1 - Other Priority Claims:  Class 1 consists of claims 
which are entitled to a priority under 507(a) of the 
Bankruptcy Code (other than Administrative Expenses or 
Priority Tax Claims), for example unsecured claims for 
accrued employee compensation and benefits (not to exceed 
$4,000 per employee).  Allowed Class 1 claims will be paid 
in full, in cash, on the effective date or as soon 
thereafter as practicable, except to the extent that the 
claimholder in such class agrees to a different treatment; 
provided, however, that Other Priority Claims representing 
obligations incurred in the ordinary course of business or 
assumed by the debtor-in-possession shall be paid in full or 
be performed by Huntway in the ordinary course of business 
according to the terms of the obligations.  Claims in Class 
1 are unimpaired and holders of such claims are deemed to 
have accepted the Prepackaged Plan.

Class 2 - Senior Lenders:  Class 2 consists of all of the 
Claims of the Senior Lenders arising under the 
Collateralized Note Indenture and Subordinated Note 
Indenture, including interest, fees, costs and expenses 
provided thereunder, including post petition interest, fees, 
costs and expenses pursuant to Section 506(b) of the 
Bankruptcy Code (the "Senior Lenders Claims").  On the 
effective date, allowed Class 2 Senior Lender claims will be 
continuing obligations of Huntway as amended and modified 
under a Post-Restructuring Indenture containing principal 
terms and conditions set forth on Exhibit A annexed hereto 
(the "Consensual Term Sheet").  Class 2 Claims shall be 
separated into three subclasses.  Class 2A Claims shall 
consist of all of the Senior Lenders Claims of Bankers Trust 
Company (including with respect to the Subordinated Notes.  
Class 2B Claims shall consist of all of the Senior Lender 
Claims (other than those of Bankers Trust Company), to the 
extent such Claims are allowed secured claims.  Class 2C 
Claims shall consist of the unsecured portion of all Senior 
Lender Claims (i.e., the allowed amount of such claims that 
exceeds the value of the collateral securing Huntway's 
obligations therefor) other than those of Bankers Trust 
Company.  The holder of Class 2A claims shall receive 
$9,100,000 in unfunded Senior Secured Notes in respect of 
the IDB L/C and $2,844,344 in funded Senior Secured Notes 
described in Section 1 of the Consensual Term Sheet.  The 
holders of Class 2B and Class 2C claims will receive their 
pro rata share of $11,555,656 in funded Senior Secured Notes 
described in Section 1 of the Consensual Term Sheet.  Claims 
in Classes 2A, 2B and 2C are each impaired by the 
Prepackaged Plan and holders of claims in such classes are 
entitled to vote on the Prepackaged Plan in accordance with 
the Prepackaged Plan and the Voting Instructions contained 
therein (the "Voting Instructions").

Class 3 - Other Secured Claims:  Class 3 consists of secured 
claims, other than Senior Lender Claims, against Huntway 
(the "Other Secured Claims") held by an entity, including a 
creditor holding a judgment with respect to which a lien has 
been perfected against Huntway, to the extent of the value, 
pursuant to subsection 506(a) of the Bankruptcy Code, of any 
interest in property of the estate securing such allowed 
claim.  The legal equitable and contractual rights of the 
holders of Class 3 claims are unaltered by the Prepackaged 
Plan and on the effective date, and subject to the 
requirements of Section 1124(2) of the Bankruptcy Code, the 
legal, equitable and contractual rights of the holders of 
Class 3 claims shall be reinstated in full, in accordance 
with the terms of the prepetition agreements, rights or 
obligations of Huntway respecting such Class 3 claims; 
provided, however, that the maturity date or dates of all 
Other Secured Claims shall be reinstated to the date or 
dates which existed prior to the date of any acceleration of 
such Class 3 claims, subject to the legal and equitable 
rights of the parties with respect to such claims as they 
existed immediately prior to the filing of the Prepackaged 
Plan.  Class 3 is unimpaired and the holders of claims in 
Class 3 are not entitled to vote to accept or reject the 
Prepackaged Plan.  No Class 3 claim shall be deemed allowed 
or not allowed by virtue of the Prepackaged Plan or 
confirmation of the Prepackaged Plan.  Claims in Class 3 are 
unimpaired and holders of such Claims are deemed to have 
accepted the Prepackaged Plan.

Class 4 - Unsecured Claims:  Class 4 consists of all claims 
that are not Administrative Expenses, Priority Tax Claims, 
Other Priority Claims (Class 1), Senior Lender Claims (Class 
2), Other Secured Claims (Class 3) or Claims of Holders of 
Junior Subordinated Notes (Class 5).  Unsecured Claims 
ordinarily consist of trade claims, claims for breach of 
contract and damage claims.  Huntway intends to seek the 
approval of the Bankruptcy Court, as soon as is practicable 
after commencement of the Prepackaged Chapter 11 Case, to 
pay all trade claims and certain undisputed Class 4 Claims 
in the ordinary course of business.  The legal, equitable 
and contractual rights of the holders of Class 4 Claims are 
unaltered by the Prepackaged Plan and on the effective date, 
and subject to the requirements of Section 1124(2) of the 
Bankruptcy Code, the legal, equitable and contractual rights 
of the holders of Class 4 claims shall be reinstated in full 
in accordance with the terms of the prepetition agreements, 
rights or obligations of Huntway respecting such Class 4 
claims; provided, however that the maturity date or dates of 
all Unsecured claims shall be reinstated to the date or 
dates which existed prior to the date of any acceleration of 
such Class 4 claims, subject to the legal and equitable 
rights of the parties with respect to such Class 4 claims as 
they existed immediately prior to the filing of the 
Prepackaged Plan.  No Class 4 claim shall be deemed allowed 
or not allowed by virtue of the Prepackaged Plan or 
confirmation of the Prepackaged Plan.  Claims in Class 4 are 
unimpaired and holders of such Claims are deemed to have 
accepted the Prepackaged Plan.

Class 5 - Claims of Holders of Junior Subordinated Notes:  
Class 5 consists of all claims of holders of each of the 
Junior Subordinated Notes.  The outstanding aggregate 
principal amount of the Junior Subordinated Notes was 
$7,736,907.42 as of December 31, 1995.  On the effective 
date or as soon thereafter as is practicable, a holder of an 
allowed claim evidenced by a Junior Subordinated Note shall 
receive, in full and final satisfaction of such holder's 
Allowed Class 5 claim its pro rated portion of (a) 
$2,070,000 principal of new Junior Subordinated Notes with 
terms and conditions described in Section 8 of the 
Consensual Term Sheet; and (b) 4.4% of Huntway's post-
reorganization partnership units on a fully-diluted basis, 
subject to the exercise of the post-reorganization options 
issued to Huntway employees in accordance with the 
Prepackaged Plan.  On the effective date, all Junior 
Subordinated Notes will be cancelled, and the obligations of 
Huntway represented by such instruments will be completely 
discharged.  Upon receipt by Huntway of a holder's Junior 
Subordinated Notes, such holder will receive the 
consideration provided for in the Prepackaged Plan.  Claims 
in Class 5 are impaired under the Prepackaged Plan and 
holders of allowed Class 5 claims are entitled to vote on 
the Prepackaged Plan in accordance with the Prepackaged Plan 
and the Voting Instructions.

Class 6 - Equity Interests of Holders of Warrants:  Class 6 
consists of all equity interests of holders of Warrants for 
the purchase of Huntway's partnership units.  The 
Prepackaged Plan provides that each holder of an allowed 
equity interest in Class 6 will receive on the effective 
date such holder's pro rata share of 50% of the Huntway 
Partnership units on a fully-diluted basis, subject to the 
exercise of the post-reorganization options issued to 
Huntway employees in accordance with the Prepackaged Plan.  
Equity interests in Class 6 are impaired and holders of 
allowed Class 6 equity interests are entitled to vote on the 
Prepackaged Plan in accordance with the Prepackaged Plan and 
the Voting Instructions.

Class 7 - Equity Interests of Holders of Partnership Units:  
Class 7 consists of all Equity Interests of holders of 
Partnership Units.  The Prepackaged Plan provides that each 
holder of an allowed equity interest in Class 7 will retain 
such holder's units from and after the effective date.  
However, as a result of the issuance to holders of Class 5 
Claims of approximately 1,115,077 additional units and of 
the issuance to holders of Class 6 Claims of 12,671,327 
additional units deliverable as of the effective date, the 
ownership interest in Huntway represented by holders of 
these units outstanding immediately prior to the effective 
date will be reduced to approximately 45.6 percent, based on 
shares outstanding as of the date of filing of the 
Prepackaged Plan.  Equity interests in Class 7 are impaired 
and holders of allowed Class 7 equity interests are entitled 
to vote on the Prepackaged Plan in accordance with the 
Prepackaged Plan and the Voting Instructions.


Class 8 - Equity Interests of Holders of Unit Options:  
Class 8 consists of all equity interests of holders of Unit 
Options.  The Prepackaged Plan provides that each holder of 
an allowed Equity Interest in Class 8 will receive an equal 
amount of Unit Options from and after the effective date on 
terms and conditions set forth in the Prepackaged Plan.  In 
addition, in connection with the consummation of the 
Prepackaged Plan, Huntway will implement a management 
incentive option plan, pursuant to which Huntway will agree 
to grant such number of options, which when added to the 
Unit Options issued to Huntway employees pursuant to the 
Prepackaged Plan, will result in Huntway employees' 
ownership immediately after the effective date of 10% of the 
post-reorganization units on a fully-diluted basis assuming 
the exercise of all outstanding options.  However, as a 
result of the issuance to Holders of Class 5 Claims of 
approximately 1,115,077 additional units and of the issuance 
to the holders of Class 6 Claims of 12,671,327 additional 
units, the ownership interest in Huntway that would be 
represented by units receivable upon exercise of the Unit 
Options would be reduced.  Equity interests in Class 8 are 
impaired and holders of allowed Class 8 equity Interests are 
entitled to vote on the Prepackaged Plan in accordance with 
the Prepackaged Plan and the Voting Instructions.

Executory Contracts, Unexpired Leases and Other Obligations

Executory Contracts and Unexpired Leases

The Prepackaged Plan provides that all executory contracts 
and unexpired leases that exist between Huntway and any person 
will be assumed.  Entry of the Confirmation Order by the Clerk of 
the Bankruptcy Court will constitute approval of such assumptions 
pursuant to subsection 365(a) of the Bankruptcy Code.  No 
adequate assurance of future performance (other than promise to 
perform under the executory contracts and unexpired leases) shall 
be required pursuant to Section 365(b)(1)(C) of the Bankruptcy 
Code, unless otherwise ordered by the Bankruptcy Court.

Employment and Compensation Agreements, Plans and Policies

The Prepackaged Plan provides that all employment and 
severance agreements and policies, and all employee compensation 
and benefit plans, contracts, agreements, policies, undertakings 
and programs of Huntway, including, without limitation, savings 
plans, key employee retention plans, retirement plans, health 
care plans, disability plans, severance benefit plans, incentive 
plans, and life and accidental death and dismemberment insurance 
plans are, except as otherwise provided herein, treated as 
executory contracts under the Prepackaged Plan and are assumed by 
Huntway for all purposes.

Retiree Benefits

On and after the effective date, pursuant to Section 
1129(a)(13) of the Bankruptcy Code, Huntway will continue to pay 
all retiree benefits, as that term is defined in Section 1114 of 
the Bankruptcy Code, at the level established pursuant to 
subsection (e)(1)(B) or (g) of Section 1114, at any time prior to 
confirmation of the Prepackaged Plan, for the duration of the 
period Huntway has obligated itself to provide such benefits.

Collective Bargaining Agreements

Pursuant to Section 1113 of the Bankruptcy Code Huntway will 
continue to honor its obligations under its collective bargaining 
agreements after the Prepackaged Case is commenced.  The 
Prepackaged Plan will not affect or modify Huntway's obligations 
under those agreements.




 

EX-27

 

<ARTICLE> 5
<MULTIPLIER> 1,000
       
                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
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