April 3, 1998


TO:  Our Dealer/Stockholders

Enclosed is a formal notice of the Ace annual stockholders meeting that will 
be held on Monday, June 1, 1998. As of this date, the matters that will be 
acted upon at the meeting will be the election of five directors.

The enclosed notice contains an Explanatory Summary giving the names and 
background information of each of the five persons recommended by the Board 
of Directors for election as directors.

At this meeting, the five directors to be chosen are to be elected to 
positions in the third director class for three-year terms with one director 
being a dealer director at-large, two being non-dealer directors, and one 
director being elected from each of Regions 5 and 7.  As provided for in the
By-laws, regional dealer-directors are elected from designated geographic 
regions of the United States.

Please review the enclosed materials carefully and then complete, sign, date 
and mail the enclosed proxy card in the envelope provided for your convenience.
The prompt return of sufficient proxies to enable the business of the meeting 
to proceed will save your Company additional expenses of solicitation which
would ultimately be borne by its stockholders.

Of course, if you find it convenient to attend the meeting, you may rescind 
your proxy vote and vote in person if you so desire.

Sincerely,



DAVID F. HODNIK                          RICHARD E. LASKOWSKI
David F. Hodnik                          Richard E. Laskowski
President and CEO                        Chairman of the Board
                  


                ACE HARDWARE CORPORATION
          NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                        June 1, 1998


Notice is hereby given that the annual meeting of the stockholders of Ace 
Hardware Corporation will be held on Monday, June 1, 1998, in Krausman Hall 
at the general office of the Corporation, 2200 Kensington Court, Oak Brook,
Illinois at 9:00 A.M., Central Daylight Saving Time, for the following 
purposes:

(1)  to elect five members of the Board of Directors of the third class to 
     serve for 3-year terms, of which one shall be a dealer director at-large,
     two shall be a non-dealer directors, and one shall be elected from each of
     the following director regions:

                   Region 5 and Region 7;

and

(2)  to transact such other business as may properly be brought before the 
     meeting.

Only those holders of record of shares of Class "A" stock on the books of the 
Corporation at the close of business on April 3, 1998 are entitled to notice 
of, and to vote at, the meeting.

The names of the five persons selected to be nominees for election as 
directors in accordance with the provisions of Article IV of the By-laws of 
the Corporation, together with background information concerning each of them, 
are set forth in the attached Explanatory Summary.


                                By order of the Board of Directors

                                          DAVID W. LEAGUE

April 3, 1998                                Secretary


         IMPORTANT - PLEASE MAIL YOUR PROXY PROMPTLY

In order that there may be proper representation at the meeting, you are 
urged to sign and return the enclosed proxy in the envelope provided.  Your
cooperation in promptly returning your signed proxy will reduce expenses 
incident to following up this solicitation of proxies.  Submission of a signed
proxy will not preclude you from voting in person at the meeting if you so 
desire.
                          



                  ACE HARDWARE CORPORATION
                    2200 Kensington Court
                  Oak Brook, Illinois 60523
                              
                              
      EXPLANATORY SUMMARY FURNISHED IN CONNECTION WITH
        SOLICITATION OF PROXIES BY BOARD OF DIRECTORS


Proxies in the form enclosed herewith are solicited by the Board of Directors 
of Ace Hardware Corporation (the "Company") for use at the annual meeting of 
stockholders to be held in Krausman Hall at the general office of the 
Company, 2200 Kensington Court, Oak Brook, Illinois, on Monday, June 1, 1998,
and at any adjournment thereof.  Unless authorization to do so is withheld by 
the giver of the proxy, the persons named as proxies in the enclosed proxy 
card, or such of them as may act, will vote for the election as directors of 
all of the persons recommended by the Board of Directors.

Only the holders of record of shares of Class A stock on the books of the 
Company at the close of business on April 3, 1998 will be entitled to vote at 
the meeting. Even if you expect to attend the meeting in person, you are 
requested to return your executed proxy in the enclosed envelope in order to 
assure that a quorum of the Class A stock is represented at the meeting and 
to enable the business of the meeting to be conducted as expeditiously as 
possible. Any stockholder giving a proxy will have the right to revoke it at 
any time prior to the voting thereof.

The exact number of outstanding shares of Class A stock on the record date of 
April 3, 1998 will be reported at the meeting.  Each such outstanding share 
entitles the holder to one vote.  There will not be cumulative voting for the
election of directors.

The cost of soliciting proxies in the form enclosed herewith is being borne 
by the Company. In addition to solicitation by mail, directors, officers and 
regular employees of the Company may solicit proxies personally or by 
telephone, telegraph or facsimile.



The Company's 1997 Annual Report, including financial statements, has been 
mailed to each stockholder.


ELECTION OF DIRECTORS
                         [Item (1) on proxy card]

In accordance with authority vested in it by Article IV of the By-laws of the 
Company, the Board of Directors has determined that the Board shall be 
comprised of 12 persons.  The Board has determined that one director shall be 
a dealer director at-large, two shall be non-dealer directors, and that all 9 
remaining members of the Board as to be constituted following the 1998 annual 
stockholders meeting, shall be "regional dealer directors".

Each dealer director must be either the owner of a retail business 
organization owning stock of the Company or an executive officer, general 
partner, or general manager of such a retail business organization.

As also provided for by the Company's By-laws, the Board of Directors has 
established 9 geographic regions of the United States from which regional 
dealer directors are to be chosen.  The Board has authority from time to time 
to make revisions in the geographic composition of such regions, as well as to
change the number of regions.  Determinations are to be made by the Board each
year as to the regions from which regional dealer directors to be elected at 
the next annual meeting shall be chosen. In the discretion of the Board, two 
or more dealer directors from the same region may serve on the Board at the 
same time.

The current geographic composition of each of the regions established by the 
Board of Directors for the election of regional dealer directors pursuant to 
the applicable By-law provisions is as follows:

Region 1 -     Maine, New Hampshire, Vermont, Massachusetts, Connecticut,  
               Rhode Island, New York, Pennsylvania, New Jersey;

Region 2 -     Delaware, Maryland, Virginia, West Virginia, Kentucky,  
               Tennessee, North Carolina, South Carolina, 
               District of Columbia;

Region 3 -     Alabama, Mississippi, Georgia, Florida;

Region 4 -     Ohio, Indiana, Illinois;

Region 5 -     Iowa, Missouri, Nebraska, Kansas, Colorado;

Region 6 -     Arkansas, Louisiana, Oklahoma, Texas;

Region 7 -     Alaska, Washington, Oregon, Idaho, Montana, Wyoming, Utah;

Region 8 -     Arizona, New Mexico, Nevada, California, Hawaii;

Region 9 -     Michigan, Minnesota, North Dakota, South Dakota, Wisconsin.

The present directors, their respective director regions and classes, and the 
years of expiration of their current terms of office are as follows:

                                                  Year of Expiration
     Director             Region         Class     of Current Term
    ---------------------------------------------------------------- 
     Eric R. Bibbens, II    1            First           2000

     D. William Hagan       3            First           2000

     Jennifer C. Anderson   8            First           2000

     Mark Jeronimus         9            First           2000

     J. Thomas Glenn        2            Second          1999

     Jon R. Weiss           4            Second          1999

     John E. Kingrey        6            Second          1999

     Richard E. Laskowski   4            Third           1998

     James R. Williams      5            Third           1998

     Lawrence R. Bowman     7            Third           1998

     Roger E. Peterson      -            Third           1998


As required by the By-laws, the Board of Directors determined that the four  
positions on the Board currently held by directors of the class whose terms 
expire in 1998 and that the additional position of the same class shall be 
filled at the forthcoming 1998 annual stockholders meeting by persons to be  
elected for 3-year terms as follows:  one dealer director at-large, two 
non-dealer directors, one director from Region 5 and one director from Region 7.

Under the By-laws, Mr. Laskowski and Mr. Williams are not eligible for 
re-election upon expiration of each of their respective terms as a director 
in 1998, but Mr. Bowman and Mr. Peterson are eligible for re-election. As 
authorized by a provision in the By-laws under which the Board of Directors
can propose the nomination for re-election of any eligible incumbent director 
or election of a non-dealer director, the Board determined that Mr. Bowman and 
Mr. Peterson should each be nominated for re-election at the 1998 annual 
meeting for additional terms of three years.  In addition, the Board has also 
determined that Mr. Mario R. Nathusius should be nominated for election as a 
dealer director at-large and Mr. Howard J. Jung should be nominated for 
election as a non-dealer director at the 1998 annual meeting each for a term 
of three years.

The Board established a 1998 Candidate Selection Committee comprised primarily 
of 5 dealer stockholders from Region 5 plus 2 directors to select a nominee 
for election as director for a 3-year term.  The nominee selected by such 
Candidate Selection Committee is Mr. Daniel L. Gust in Region 5.  

The Board of Directors recommends the election as directors of each of the 
five nominees referred to above.  The director regions, classes and terms for 
which they are being nominated, together with background information 
concerning each nominee, is set forth below.


Region 5, Third and 3 years    Daniel  L. Gust, 48, is the President and 
                               owner of Garden Acres Ace Hardware and Hometown
                               Ace Hardware & Rental, both in Longmont, CO. He
(Picture of Daniel L. Gust)    previously worked from 1972 to 1979 for Winnebago
                               Industries, Inc., as a manufacturing engineer
                               and engineering manager.  From 1979 to 1984, he
                               worked for Texas Instruments Consumer Products
                               Group as a quality assurance manager, and from 
                               1984 to 1990 for MiniScribe Corp. as director 
                               of Asia-Pacific Sales, as well as Vice 
                               President of Quality and Reliability.  Mr. Gust
                               graduated from South Dakota State University  
                               in 1972 with a bachelor of science degree in
                               mechanical engineering.  He also earned a 
                               masters of business administration degree, with 
                               an emphasis on organizational behavior, in 1983
                               from Texas Tech University. Mr. Gust has been 
                               nominated for a three-year term to represent 
                               dealers in Region 5 - Iowa, Nebraska, Kansas, 
                               Missouri and Colorado, replacing Jim Williams, 
                               who has served three full terms.



Region 7, Third and 3 years    Lawrence R. Bowman, 51, is President of 
                               Owenhouse Ace Hardware, Inc., Bozeman, MT., one
                               of the oldest existing stores in Montana. The
(Picture of Lawrence R.        store has operated continuously since 1879 and 
 Bowman)                       became affiliated with Ace in 1964. Mr. Bowman 
                               began working at the store part-time in 1971, 
                               became a full-time employee two years later,
                               and began buying into the store in 1975.  
                               Initially elected to the Ace Board of Directors
                               in 1991, he represents dealers in Region 7  -
                               Montana, Idaho, Wyoming, Alaska, Utah, 
                               Washington and Oregon.  He currently serves as 
                               chairman of the nominating committee.  He is a
                               graduate of Montana State University with  
                               degrees in business and mechanical engineering 
                               technology.  He also served for two years in 
                               the U.S. Army.

Region -, Third and 3 years    Howard J. Jung, 50, and his wife, Brug, 
                               currently own and operate an 11,500 sq. ft. 
                               Ace Hardware store in Raleigh, N.C.  The store 
(Picture of Howard J. Jung)    achieved PHD status in 1996 and 1997.  Mr. Jung
                               graduated from the University of Illinois in  
                               1970 with a bachelor of science degree.  He
                               worked for IBM in Springfield, IL., until 1975
                               when he moved to Raleigh to open an Ace Hardware
                               store.  Mr. Jung served three three-year terms
                               on the Ace Board of Directors from 1987 to 1996,
                               representing dealers in Region 2 - South 
                               Carolina, North Carolina, West Virginia, 
                               Maryland, Virginia, Delaware,District of 
                               Columbia, Kentucky and Tennessee.  During that
                               time, he worked on numerous Board committees,
                               including Technology, Merchandising/Advertising,
                               Market Development/Retail Support, International
                               and Compensation, Audit and Executive. Mr. Jung
                               has been nominated for a non-dealer director
                               position for a term of three years.



Region -. Third and 3 years    Mario R. Nathusius, 54, owns six Ace stores 
                               ranging in size from 20,000 sq. ft. to 80,000 
                               sq. ft. in Guatemala and is the 1997 
(Picture of Mario R.           International Dealer of the Year Award winner.
 Nathusius)                    He is one of the first international dealer 
                               members, having affiliated with Ace in 1978. 
                               Mr. Nathusius has worked as general manager of
                               an investment firm and a textile manufacturer, 
                               both in Guatemala.  From 1973 to 1976, he 
                               served as Consul of Guatemala to Canada.  In
                               1978, he established CEMACO Co. Mr. Nathusius 
                               has served on the Board of the Guatemala
                               Educational Foundation and was a founding  
                               member and Vice President of the Stock 
                               Exchange in Guatemala.  Currently, he serves 
                               on a number of boards, including Grupo PRO,  
                               Banco Empresarial, and Industrious Rio Dulce.
                               He is fluent in Spanish, English and German. 
                               Mr. Nathusius has been nominated for a dealer
                               director at-large position for a term of three
                               years.

Region -, Third and 3 years    Roger E. Peterson, 60, has served as non-dealer 
                               director for the Board of Directors since 1995,
                               following his retirement as Ace's chief 
(Picture of Roger E.           executive officer.  He currently is chairman
 Peterson)                     of the Wholesale Success committee.  Mr. 
                               Peterson held the position of chief executive
                               officer of Ace from 1990 to May 1995, and 
                               President from 1986 through December 1994.  
                               Other positions he held at Ace include 
                               Executive Vice President, Vice President of 
                               Operations and National Distribution Manager.
                               Prior to joining Ace, he was Executive Vice
                               President and General Manager of C/P Products
                               Corp., Elkhart, Ind.  He also held other 
                               management positions with companies such as 
                               Montgomery Ward, J.C. Penney and Ben Franklin.
                               He  is  a graduate of the University of Miami 
                               where he earned a degree in business 
                               administration and was elected to the 
                               University's Board of Trustees in 1995.


The principal occupation of Mr. Daniel L. Gust, Mr. Lawerence R. Bowman,  
Mr. Howard J. Jung and Mr. Mario R. Nathusius during the past 5 years or 
more consisted of being an owner, officer or manager of a retail hardware  
business.  The principal occupation of Mr. Roger E. Peterson during the past
five  years consisted of being President and CEO and director of Ace Hardware
Corporation.

If any nominee named above shall refuse or be unable to serve as a director, 
an event not now anticipated by the Board of Directors, it is intended that 
the persons named in the proxy will vote for the election in his/her stead of
such substitute nominee as shall be designated by the Board.


                        OTHER MATTERS

As of the date of the notice of the annual meeting of stockholders, the Board
of Directors knows of no matters to be brought before the meeting other than
those described above.  If, however, any additional matters are presented by
others, the proxy holders have been vested by the Board of Directors with 
discretionary powers to vote the shares represented by the proxies held by 
them in accordance with their own best judgment with respect to all such 
matters.

                                        By Order of the Board of Directors

                                                 DAVID W. LEAGUE

April 3, 1998                                       Secretary






                 ANNUAL STOCKHOLDERS MEETING

                    MONDAY, JUNE 1, 1998


The Annual Stockholders' Meeting of ACEHARDWARE CORPORATION will be held on 
MONDAY, JUNE 1, 1998 in the ACE CORPORATE OFFICES, 2200 Kensington Court, 
KRAUSMAN HALL - 3rd Floor, Oak Brook, Illinois.

You are invited to join the Ace Staff for a Continental Breakfast at 8:30  
A.M.  The business meeting will begin promptly at 9:00 A.M.

IF YOU PLAN TO ATTEND, please return the Reservation Form so that proper
arrangements can be made for the breakfast and meeting.

Please Note:  Ace Hardware has adopted a "Tobacco Free Policy," which became 
effective several years ago.  There is NO SMOKING PERMITTED ANYWHERE WITHIN 
OUR CORPORATE OFFICE FACILITIES.
Your efforts in maintaining a healthier, smoke-free work environment are 
appreciated by the Company and employees.






                 ANNUAL STOCKHOLDERS MEETING
                    MONDAY, JUNE 1, 1998

Please  reserve  _____ places for the following persons who plan to 
attend the Continental Breakfast and Annual Meeting.

______________________________
______________________________


______________________________
______________________________

Return form to:
Ace Hardware Corporation
2200 Kensington Court
Oak Brook, Illinois  60523
Attn: Chairman's Office





ACE HARDWARE CORPORATION PROXY


         This proxy is solicited on behalf of the Board of Directors
           for the annual meeting of stockholders on June 1, 1998.

As the holder, or the authorized agent of the holder, of 1 share of Class A 
stock of Ace Hardware Corporation issued as of the record date of April 3, 
1998 for the Ace store designated by the number shown on the reverse side 
hereof, the undersigned does hereby constitute and appoint Jennifer C. 
Anderson, Mark Jeronimus and D. William Hagan and each of them, with each to
have full power of substitution, as Proxies to vote said share of stock at 
the annual meeting of stockholders of Ace Hardware Corporation to be held at
9:00 A.M. on Monday, June 1, 1998, and at any adjournment thereof, on all 
matters coming before said meeting.  If no directions are given on the other 
side of this card, the Proxies will vote for the election of all director 
nominees recommended by the Board of Directors and in their discretion on any 
other business that may properly come before the meeting.  The Proxies
appointed herein may act by a majority of such of said Proxies as shall be 
present at the meeting (or if only one is present then by that one).  Any 
prior Proxies given by the undersigned with respect to said meeting are hereby
revoked.

             (Continued and to be signed on the reverse side)
       
                       (Continued from the other side)

Election of Directors:

__ FOR all nominees listed below   
   (except as marked to the contrary below)

__ WITHHOLD AUTHORITY to vote for all nominees listed below


 (To withhold authority to vote for any individual nominee,
 strike a line through the nominee's name in the list below.)

 Daniel L. Gust, Lawrence R. Bowman, Mario R. Nathusius, 
 Howard J. Jung, Roger E. Peterson


Dated:________________
                               (Legal corporate, partnership or business name)

Ace Store #_________
                               By
                               (In the case of a corporate or partnership
                                stockholder, an appropriate officer or 
                                partner should sign and his title should be
                                inserted.  If the stock is held in joint 
                                tenancy, each holder should sign.)