Hwang Family Ltd Partnership
                  2432 Keyhole Drive
                   Irving, TX 75062


H. Christopher Owings
Assistant Director
U.S. Securities and Exchange Commission
Washington, D.C. 20549

                  Re: Hi-Lo Automotive, Inc.
                      Revised PRRN14A
                      File No. 1-10823

Dear Mr. Owings:

     Thank you very much for your letter of April 16, 1997. The 
responses to the comments in the letter are submitted in the 
following: 

Schedule 14 A:

1.  The two paragraphs referred to have both been deleted in 
    totality, and are no longer relevant.

Purpose and Intention, Page 4:

2.   The disclosure regarding how executed proxies will be voted 
     has been revised to be consistent with the revised form of 
     proxy--first paragraph under 'Purpose and Intention'. 

Form of Proxy

     The form of proxy has been revised to comply with Rule 14a-
     4(a)--last page of the text (Appendix).

Electronic Filings:

4.   All 13D's and the original preliminary proxy materials will 
     be filed electronically within  about two days.


                                     Respectfully submitted,

                                     /s/ Kwang-chou Hwang


                                         Kwang-chou Hwang

 





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

                   SCHEDULE 14A

    Proxy Statement Pursuant to Section 14(a) of the Securities
          Exchange Act of 1934 (Amendment No.     )

Filed by a Party other than the Registrant [X]

[X]  Preliminary Proxy Statement(Revision No.2) 


Name of Registrant as Specified in its Charter:

                            HI-LO AUTOMOTIVE, INC.

Name of Person Filing Proxy Statement:

     HWANG FAMILY LTD PARTNERSHIP, BY KWANG-CHOU HWANG









             PRELIMINARY PROXY STATEMENT SUBMITTED BY
                  HWANG FAMILY LTD. PARTNERSHIP
                  2432 KEYHOLE, IRVING, TX 75062 
 

     This proxy statement and the accompanying proxy card, which 
is pink, are furnished to the shareholders of Hi-Lo Automotive, 
Inc., a Delaware corporation, in connection with the solicitation 
by Hwang Family Ltd. Partnership, for use at the upcoming 1997 
Annual Meeting of Stockholders of the company to be held on 
Tuesday, May 20, 1997, at 9:a.m., Houston time, at the Sheraton 
Astrodome Hotel, 8686 Kirby Drive, Houston, Texas, and at any 
adjournment thereof. Definitive copies of this material are 
intended to be released to stockholders around April 21, 1997. 

     On March 25, 1997, the record date set by the company for 
stockholders entitled to vote in this election, there are 
10,756,000 shares of common stock outstanding.  Each share is 
entitled to one vote, no cumulative voting being allowed. 
Principal holders of these shares include the participants in 
this solicitation, 13.4 % ,  Franklin Resources Mutual fund, 9.9 
%, and Dimensional Fund, 6.5% of outstanding shares, based on 
year-end filings of these funds. A more detailed information 
regarding the principal holders of Hi-Lo securities is presented 
in the proxy statement the company has provided you.     

     The execution and return of the enclosed proxy will not 
affect a stockholder's right to attend the meeting and vote in 
person.  A stockholder may revoke his or her proxy by appearing 
at the meeting in person, or send a letter of revocation to this 
solicitor at any time before it is exercised. Also a later dated, 
executed proxy card will revoke any prior dated proxy. 

     The solicitation is made by dissident shareholder, Hwang 
Family Ltd. Partnership, that is contesting the nomination and 
election of six new directors by the board of Hi-Lo Automotive. 
The other participants are : 

      Kwang- chou Hwang,  Ming-Ing H. Hwang,  Larry D. Smith,  
Fred J. Hwang,  and Michael A. Ward. 

      The service of IECA will be used in the printing of proxy 
card and the distribution of Proxy material to shareholders.  The 
cost of such service is estimated at $8,000. Additional cost of 
printing, shipping, and legal expenses is around $12,000, with 
cost to date of approximately $1200.  The grand total cost of  
about $20,000  will be borne entirely by the partnership unless 
some other investors are willing to pitch in voluntarily.  
Reimbursement from the company will not be sought. 

 
Disclosure Regarding Participants 

        Hwang Family Ltd. Partnership, partners, Kwang-chou 
Hwang, and Ming-Ing H. Hwang have not been convicted in a 
criminal proceeding during the past ten years. The two partners 
are both retirees, and reside at 2432 Keyhole Dr., Irving, Texas 
75062.  The partnership, together with the partners, beneficially 
own 1050,950 shares of Hi-Lo common stock (par value $0.01), and 
directly own 1000 shares of the same.  Time and shares purchased 
in the past two years were:  May 1995, 5000 shares; May 1996, 
20,000 shares; July 1996, 178,600 shares; August 1996, 451,000 
shares; September 1996, 50,000 shares; October 1996, 136,350 
shares; November 1996, 50,000 shares; December 1996, 68,600 
shares; and January 1997, 92,400 shares. These shares were bought 
in the open market with cash. They are not, and were not within 
the past year, a party to any contract, arrangements or 
understandings with any person with respect to any securities of 
Hi-Lo Automotive, except the agreement disclosed below regarding 
this election. 

     Larry D. Smith, age 59, is a retired  M.D. and resides at 
8207 Mason Rd., Manvel, Texas 77578.  Dr. Smith is a beneficial 
owner of 331,600 shares of Hi-Lo Automotive Inc. common stock 
(par value $0.01),  and a direct owner of none of the same.  He 
purchased all these shares in December, 1996 without any outside 
financing.  During the past ten years, he has not been convicted 
in a criminal proceeding.  He has not, and was not within the 
past year, a party to any contract, arrangements or 
understandings with any person with respect to any securities of 
Hi-Lo Automotive, except the agreement disclosed below regarding 
this election.      

      Fred J. Hwang is an anesthesiologist and is a partner of 
North Hills Anesthesiology Associates, 8017 Glenview, Hurst, 
Texas.  During the past ten years, he has not been convicted in a 
criminal proceeding. He owns 48,800 shares of Hi-Lo Automotive 
common stock (par value $0.01) beneficially and none directly.  
He bought  1000 shares on June 7, 1995, 18,800 shares in August 
1996,  12,000 shares in September 1996, 8000 shares in November 
1996, 3000 shares on December 11, 1996, and 6000 shares on March 
17, 1997.  No borrowed funds were used in these purchases. He is 
not, and was not within the past year, a party to any contract, 
arrangements or understandings with any person with respect to 
any securities of Hi-Lo Automotive, other than the agreement as 
disclosed below regarding this election. 

     Michael A. Ward is a partner of Coastal Securities, 1160 
Dairy Ashford, Fifth Floor, Houston, Texas 77079.  During the 
past ten years, Mr. Ward has not been convicted in a criminal 
proceeding.  He is a beneficial owner of 4000 shares of Hi-Lo 
common stock (par value $0.01) , and direct owner of 1000 share 
of the same.  He purchased 1000 shares on February 4, and 4000 
shares on February 6, 1996. No indebtedness was involved in 
purchasing of these shares.  He is not, and was not within the 
past year, a party to any contract, arrangements or 
understandings with any person with respect to any securities of 
Hi-Lo Automotive, except the agreement  disclosed below regarding 
this election. 

     Participants as a group hold 1,436,350 shares of Hi-Lo 
common stock, representing 13.4 % of total number of shares 
qualified to vote in this election. The participants have agreed 
to vote all their shares for election of the three nominees 
supported by the solicitor, and reject all nominees recommended 
by the present board. 

     No participant has any arrangement or understanding with 
respect to future employment with the company, except as director 
of the company.  

Performance of Company and Management 

     As you all know, Hi/Lo is in a precarious financial 
situation, with dwindling market share and mounting losses 
threatening to put it out of business. Table 1, which is prepared 
from the company's 1996 quarterly reports, summarizes the 
financial performance of the company from 1991 to 1996.  The most 
disturbing aspect is the way per store sales has decreased over 
the years, especially in the last two years. This in spite of  
consumer price increases each year.  The  huge loss shown for 
1996 does include a huge write-off taken in the third quarter, 
but even without that, the third and the fourth quarter figures 
include sizable operating losses.  This trend can not continue 
much longer before the company will be faced with liquidity 
problems. For more detailed financial data of the company, please 
study its annual report you have just received from the company. 

             Table 1. Financial Performance of Hi/Lo 

             1996     1995     1994     1993     1992     1991


Sales/Store  1.293    1.380    1.499    1.520    1.547    1.429
  (million)

Operating    (59.3)    8.43     17.51    13.38    17.58    16.48
Income(MM)

Net Income   (4.99)    0.16      0.85     0.64     0.89     0.80
Per Shr($)
 

Purpose and Intention 

      The partnership attempts, with your support, to elect three 
investor friendly directors, who have been nominated by the 
participants of this solicitation, for this upcoming election.  
Unless otherwise marked, your proxies, if properly executed and 
returned, will be voted for electing these three candidates for 
directors and rejecting all board nominated directors, who are 
listed in the company's proxy statement. If you have any 
questions, please call us at (972) 570-7718 

    If proxies from a majority of shareholders are received, we 
should be able to take control of the company, and the newly 
elected directors will hold a meeting to elect a new chairman of 
the board, and also decide whether to fill any more directors to 
serve until the next election, as is permitted by the by-laws. 
The following plan will then be implemented immediately:  (a).  A 
committee will be formed to look for a buyer of the company. (b). 
Concurrently, various measures will be taken to improve Hi/Lo's 
operations.  These include, but not limited to, improving our 
inadequate computer system with more competent computer 
personnel, improving our warehouse and inventory control 
operations, matching competitors' prices across the board, 
decentralizing the current management structure, eliminating 
commercial sales managers in many of company stores, and trying 
to sell unprofitable stores to store managers or any other 
interested parties.  These measures will be influenced and 
modified by surveys of opinions and suggestions that we will seek 
from all key employees of the company down to store managers. We 
hope that these actions would improve our bottom line so that 
even if we do not succeed in finding a reasonable buyer, the 
company would become more competitive and profitable. 


Nominees Supported by Solicitor   

     All three nominees for directorship who are supported by the 
partnership have a common commitment and understanding that, if 
elected, they will work vigorously toward enhancing shareholder 
value.  They are all firm believers in the doctrine that the 
board should be controlled by shareholders. These nominees are: 

MICHAEL A. WARD---Age 44, B.S., Business Administration, Univ. of 
Kansas, 1979.   Has worked in the financial fields for 18 years, 
of which 12 years has been in bankruptcy/turnaround markets. Has 
been a  partner at Coastal Securities, Houston, Texas for 6 
years. Currently holds 5000 shares of Hi/Lo common stock.  If 
elected, will work with other board members to improve stock 
value by implementing various strategies. 

KWANG-CHOU HWANG----Age 64, Ph.D Chem Eng., California Institute 
of Technology, 1965.  Senior Engineering Specialist, Space and 
Aircraft systems, Garrett Corp., Los Angeles, 1966 to 1979. 
Managed real estate and securities investments, 1979 to 1997.  
Stockholder of Hi/Lo, 1995 to 1997, currently a beneficial owner 
of 9.8 % of outstanding shares.  He is managing partner of Hwang 
Family Ltd. Partnership, Irving, TX.  Committed to fight to 
improve shareholder value if elected. 

FRED J. HWANG----Age 32, B.S. Biochem, University of Dallas, 
1986, M.D. University of Texas Health Sciences, Houston, 1990. 
Completed Anesthesiology residency, St. Louis University 
Hospitals, 1994. Currently a partner at North Hills 
Anesthesiology Associates, Hurst, TX..  Throughout his young 
life, he has been a hot rod enthusiast. Motorcycles, fast cars, 
you name it.  He is very much interested in anything mechanical, 
which includes auto parts.  Being  son of Kwang-chou Hwang, and 
also a beneficial owner of 48,800 shares of Hi/Lo, he vows to 
work for maximizing shareholder value. 

     None of the nominees listed above has ever had any business, 
financial or contractual relationship with the company in the 
past. 

     The compensation and benefits these nominees will receive, 
if elected, will be the same as those received by the present 
board members. Please look  in the proxy statement sent to you by 
the company for details. 


Voting Procedures 

     The company by-laws requires that the presence at the 
meeting in person or by proxy of the holders of a majority of the 
outstanding shares entitled to vote is necessary to constitute a 
quorum. To be elected, a nominee must win a plurality of the 
votes cast, with abstention votes treated equally with rejection 
votes. 


     The three nominees will not appear on the proxy card mailed 
to you by the company, but do not let that bother you.  The 
company has assured this solicitor, in writing, that these 
candidates can be presented and  voted on at the meeting, or any 
adjourned meeting thereof, and the partnership will vote your 
proxies for these candidates. All you have to do, if you agree 
with what this solicitor intends to do, is  discard the proxy 
card mailed out to you by the company, execute  and return the 
proxy card enclosed in this solicitation. Be sure to select Box 1 
on the proxy card. 

Stockholder Proposal and Director Nomination 

    Rules and deadlines regarding submittal of stockholder 
proposal and nomination of directors for the 1998 stockholders' 
meeting are presented in the proxy statement furnished to you by 
the company, and will not be repeated here.


     Your support is crucial at this moment in time and  will be 
greatly appreciated. 

                                    
               

    /s/ Kwang-chou Hwang  

  Kwang-chou Hwang 
  Managing Partner, Hwang Family Ltd. Partnership 
  Irving, TX 75062 

  Tel: (972) 570-7718 
 





                       APPENDIX 

                   HI-LO AUTOMOTIVE, INC.
      Annual Stockholders' Meeting to be held on May 20, 1997 
       THIS PROXY IS SOLICITED ON BEHALF OF HWANG FAMILY LTD. 
                         PARTNERSHIP

1. ELECTION OF DIRECTORS:

Nominees: Michael A. Ward, Kwang-chou Hwang, Fred J. Hwang

Please mark 'X' in the box you choose.

BOX 1.: CONFER AUTHORITY TO KWANG-CHOU HWANG TO VOTE FOR ALL THREE  
        NOMINEES LISTED ABOVE AND REJECT ALL BOARD NOMINATED 
        CANDIDATES 

BOX 2.: REJECT ALL THREE NOMINEES

BOX 3.: REJECT NOMINEE(S) NAMED BELOW:__________________________ 



     The undersigned hereby appoints Kwang-chou Hwang of Irving, 
TX, attorney and proxy, with full power of substitution, to vote 
as proxy all the shares of Hi-Lo common stock held in the name of 
the undersigned at the annual meeting of Hi-Lo Automotive to be 
held on May 20, 1997, at the Sheraton Astrodome Hotel, 8686 Kirby 
Dr., Houston, TX, and at any adjournment thereof, in accordance 
with the instructions given above.

       Dated:_____________, 1997

       Signature(s):____________________________________________