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

						SCHEDULE 13G

			Under the Securities Exchange Act of 1934
					  (Amendment No. 2)

					   MicroAge, Inc.
					  (Name of Issuer)

						Common Stock
				(Title of Class of Securities)

						  594928103
						(CUSIP Number)

						April 13, 1999
		(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which 
this Schedule is filed:
					/___/	Rule 13d-1(b)
					/_X_/	Rule 13d-1(c)
					/___/	Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a 
reporting person's initial filing on this form with respect to 
the subject class of securities, and for any subsequent amendment 
containing information which would alter disclosures provided in 
a prior cover page.

The information required on the remainder of this cover page 
shall not be deemed to be "filed" for the purpose of Section 18 
of the Securities Exchange Act of 1934 ("Act") or otherwise 
subject to the liabilities of that section of the Act but shall 
be subject to all other provisions of the Act (however, see the 
Notes).

Potential persons who are to respond to the collection of 
information contained in this form are not required to respond 
unless the form displays a currently valid OMB control number.

SEC 1745 (3-98)			Page 1 of 9

CUSIP No. 594928103

- ----------------------------------------------------------------
1	NAME OF REPORTING PERSONS
	IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Brookhaven Capital Management, LLC
- ----------------------------------------------------------------
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(See Instructions)
	(a)/X /
	(b)/  /
- ----------------------------------------------------------------
3	SEC USE ONLY

- ----------------------------------------------------------------
4	CITIZENSHIP OR PLACE OF ORGANIZATION

	California
- ----------------------------------------------------------------
	  NUMBER OF		5	SOLE VOTING POWER
	   SHARES				0
	BENEFICIALLY		---------------------------------------
	  OWNED BY			6	SHARED VOTING POWER
	    EACH				835,000
	 REPORTING			---------------------------------------
	   PERSON			7	SOLE DISPOSITIVE POWER
	    WITH				0
					---------------------------------------
					8	SHARED DISPOSITIVE POWER
						835,000
- ----------------------------------------------------------------
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	835,000
- ----------------------------------------------------------------
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES (See Instructions)
- ----------------------------------------------------------------
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	4.1%
- ----------------------------------------------------------------
12	TYPE OF REPORTING PERSON (See Instructions)
	OO
- ----------------------------------------------------------------
					Page 2 of 9

CUSIP No. 594928103

- ----------------------------------------------------------------
1	NAME OF REPORTING PERSONS
	IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Vincent A. Carrino
- ----------------------------------------------------------------
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(See Instructions)
	(a)/X /
	(b)/  /
- ----------------------------------------------------------------
3	SEC USE ONLY

- ----------------------------------------------------------------
4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States
- ----------------------------------------------------------------
	  NUMBER OF		5	SOLE VOTING POWER
	   SHARES				65,900
	BENEFICIALLY		---------------------------------------
	  OWNED BY			6	SHARED VOTING POWER
	    EACH				835,000
	 REPORTING			---------------------------------------
	   PERSON			7	SOLE DISPOSITIVE POWER
	    WITH				65,900
					---------------------------------------
					8	SHARED DISPOSITIVE POWER
						835,000
- ----------------------------------------------------------------
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	900,900
- ----------------------------------------------------------------
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES (See Instructions)
- ----------------------------------------------------------------
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	4.4%
- ----------------------------------------------------------------
12	TYPE OF REPORTING PERSON (See Instructions)
	IN
- ----------------------------------------------------------------
					Page 3 of 9

CUSIP No. 594928103				13G

ITEM 1.

     (a)  The name of the issuer is MicroAge, Inc. ("MICA").

     (b)  The principal executive office of MICA is located at 
2400 South MicroAge Way MS8, Tempe, AZ 85282.


ITEM 2.

     (a)  The names of the persons filing this statement are 
Brookhaven Capital Management, LLC, a California limited 
liability company ("LLC"); and Vincent A. Carrino ("Carrino") 
(collectively, the "Filers").

     (b)  The principal business office of LLC and Carrino is 
located at 3000 Sandhill Road, Building 3, Suite 105, Menlo Park, 
CA 94025.

     (c)  Carrino is a United States citizen.  See response to 
Item 2(a).

     (d)  This statement relates to shares of Common Stock of 
MICA (the "Stock").

     (e)  The CUSIP number of the Stock is 594928103.

					Page 4 of 9

CUSIP No. 594928103				13G

ITEM 3.  If this statement is filed pursuant to rule 240.13d-
1(b), or 240.13d-2(b) or (c), check whether the person filing is 
a:

	(a)	___	Broker or dealer registered under section 15 of 
the Act (15 U.S.C. 78o).

	(b)	___	Bank as defined in section 3(a)(6) of the Act (15 
U.S.C. 78c).

	(c)	___	Insurance company as defined in section 3(a)(19) 
of the Act (15 U.S.C. 78c).

	(d)	___	Investment company registered under section 8 of 
the Investment Company Act of 1940 (15 U.S.C. 80a-8).

	(e)	___	An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E).

	(f)	___	An employee benefit plan or endowment fund in 
accordance with 240.13d-1(b)(1)(ii)(F).

	(g)	___	A parent holding company or control person in 
accordance with 240.13d-1(b)(1)(ii)(G)

	(h)	___	A savings association as defined in section 3(b) 
of the Federal Deposit Insurance Act (12 U.S.C. 1813).

	(i)	___	A church plan that is excluded from the definition 
of an investment company under section 3(c)(14) of the Investment 
Company Act of 1940 (15 U.S.C. 80a-3).

	(j)	___	Group, in accordance with section 240.13d-
1(b)(1)(ii)(J)


					Page 5 of 9

CUSIP No. 594928103				13G

ITEM 4.  OWNERSHIP.

The beneficial ownership of the Stock of the persons named in 
Item 2 of this statement is as follows at the date hereof:

See items 5-9 and 11 on the cover sheet for each filer.



					Page 6 of 9

CUSIP No. 594928103				13G


ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of 
the date hereof the reporting person has ceased to be the 
beneficial owner of more than five percent of the class of 
securities, check the following /X/.


ITEM. 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF 
ANOTHER PERSON

LLC, a registered investment adviser, is a general partner of 
limited partnerships pursuant to limited partnership agreements 
providing to LLC the authority, among other things, to invest the 
funds of the partnerships in Stock, to vote and dispose of Stock 
and to file this statement on behalf of the partnerships.  
Pursuant to such limited partnership agreements, LLC is entitled 
to allocations based on assets under management and realized and 
unrealized gains.  Pursuant to investment management agreements, 
LLC is authorized, among other things, to invest funds of its 
various investment advisory clients, and to vote and dispose of 
those securities.  Such investment management agreements may be 
terminated by either party on notice as provided in such 
agreements and provide for fees payable to LLC based on assets 
under management and realized and unrealized gains.  No single 
client of LLC holds more than 5% of the Stock.  Carrino is 
authorized by various individuals and entities to invest funds of 
those individuals and entities and to vote and dispose of those 
securities.  Carrino does not receive any fees for such 
activities.

					Page 7 of 9

CUSIP No. 594928103				13G


ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY 
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT 
HOLDING COMPANY

Not applicable.

ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE 
GROUP

See Exhibit A.  

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP

Not applicable.

ITEM 10.  CERTIFICATION

By signing below I certify that, to the best of my knowledge and 
belief, the securities referred to above were not acquired and 
are not held for the purpose of or with the effect of changing or 
influencing the control of the issuer of the securities and were 
not acquired and are not held in connection with or as a 
participant in any transaction having that purpose or effect.

SIGNATURES

	After reasonable inquiry and to the best of my knowledge and 
belief, I certify that the information set forth in this 
statement is true, complete and correct.

DATED:	May 3, 1999

BROOKHAVEN CAPITAL MANAGEMENT, LLC


	/s/ Vincent A. Carrino		/s/ Vincent A. Carrino
By:  _______________________		_____________________________
	Vincent A. Carrino			Vincent A. Carrino
	Manager

					Page 8 of 9


CUSIP No. 594928103				13G


								EXHIBIT A
			AGREEMENT REGARDING JOINT FILING
			OF STATEMENT ON SCHEDULE 13D OR 13G

The undersigned agree to file jointly with the Securities and 
Exchange Commission (the "SEC") any and all statements on 
Schedule 13D or Schedule 13G (and any amendments or supplements 
thereto) required under section 13(d) of the Securities Exchange 
Act of 1934, as amended, in connection with purchases by the 
undersigned of securities of MicroAge, Inc.  For that purpose, 
the undersigned hereby constitute and appoint Brookhaven Capital 
Management, LLC, a California limited liability company, as their 
true and lawful agent and attorney-in-fact, with full power and 
authority for and on behalf of the undersigned to prepare or 
cause to be prepared, sign, file with the SEC and furnish to any 
other person all certificates, instruments, agreements and 
documents necessary to comply with section 13(d) and section 
16(a) of the Securities Exchange Act of 1934, as amended, in 
connection with said purchases, and to do and perform every act 
necessary and proper to be done incident to the exercise of the 
foregoing power, as fully as the undersigned might or could do if 
personally present; and the undersigned hereby revoke their 
appointment on July 29, 1998, of Brookhaven Capital Management 
Co., Inc., as such true and lawful agent and attorney-in-fact.

DATED:	March 10, 1999.

BROOKHAVEN CAPITAL MANAGEMENT, LLC

	/s/ Vincent A. Carrino		/s/ Vincent A. Carrino
By:  _______________________		_____________________________
	Vincent A. Carrino				Vincent A. Carrino
	Manager

				Page 9 of 9




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