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                                                                     EXHIBIT 4.a

              DESCRIPTION OF STOCK CERTIFICATE OF HUFFY CORPORATION

The graphics on the stock certificate are as follows: The face of the stock
certificate has a border design with a woman at the top center in a circle of
approximately one inch in diameter. The seal of Huffy Corporation is located in
the lower left corner.

The text on the face of the stock certificate reads as follows:

NUMBER                                       SHARES

COMMON                                       COMMON

                INCORPORATED UNDER THE LAWS OF THE STATE OF OHIO

                       HUFFY CORPORATION                       CUSIP 444356 10 9

THIS CERTIFICATE IS TRANSFERABLE IN CHICAGO, ILLINOIS OR IN NEW YORK, NEW
YORK

This certifies that


is the owner of

         FULLY PAID AND NON ASSESSABLE COMMON SHARES, PAR VALUE $1 PER
SHARE, OF

Huffy Corporation, transferable on the books of the Company by the holder hereof
in person or by duly authorized attorney upon surrender of this certificate
properly endorsed. This certificate and the shares represented hereby are issued
and shall be held subject to all the provisions of the Amended Articles of
Incorporation of the Company and all amendments thereto, copies of which are on
file with the Transfer Agents, to all of which the holder, by acceptance hereof
assents. This certificate is not valid unless countersigned and registered by
the Transfer Agent and Registrar. Witness the facsimile seal of the Company and
the facsimile signatures of its duly authorized officers.

         /s/ Nancy A. Michaud              /s/ Don R. Graber
         Secretary                         Chairman of the Board, President and
                                           Chief Executive Officer

The lower right corner contains the following language: Countersigned and
Registered: HARRIS TRUST AND SAVINGS BANK (Chicago) Transfer Agent and Registrar
The reverse side of the stock certificate reads as follows:




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This certificate also evidences and entitles the holder hereof to certain rights
as set forth in an Amended and Restated Rights Agreement, dated as of December
16, 1988, as amended as of August 23, 1991, and as amended and restated as of
December 9, 1994, between Huffy Corporation and Harris Trust and Savings Bank,
the successor rights agent (the "Rights Agreement"). The Rights Agreements terms
are hereby incorporated herein by reference and a copy is on file at the
principal executive offices of Huffy Corporation. Under certain circumstances,
as set forth in the Rights Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this certificate. Huffy
Corporation will mail to the holder of this certificate a copy of the Rights
Agreement without charge after receipt of a written request therefor. As
described in the Rights Agreement, Rights issued to any Person who becomes an
Acquiring Person (as defined in the Rights Agreement) shall become null and
void.

         The following abbreviations, when used in the inscription on the face
on this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>

<S>                                                   <C> 
         TEN COM - as tenants in common               UNIF GIFT MIN ACT - ___ Custodian ___
         TEN ENT - as tenants by the entireties                          (Cust)       (Minor)
         JT TEN - as joint tenants with right of
                  survivorship and not as tenants
                  in common
</TABLE>

         Additional abbreviations may also be used though not in the above list

THE COMPANY WILL MAIL TO THE HOLDER HEREOF (WITHOUT CHARGE
WITHIN FIVE DAYS AFTER RECEIPT OF WRITTEN REQUEST THEREFOR) A
COPY OF THE EXPRESS TERMS OF THE SHARES REPRESENTED BY THIS
CERTIFICATE, AND OF THE OTHER CLASS OR CLASSES AND SERIES OF
SHARES, IF ANY, WHICH THE COMPANY IS AUTHORIZED TO ISSUE.

         For Value Received, ________________ hereby sell, assign and transfer
unto

Please insert social security or other
identifying number of assignee

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Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint _________________ Attorney to transfer the said shares on
the books of the within named Company with full power of substitution in the
premises.


Dated_________________________________

                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of the Certificate, in every
                                    particular, without alteration or
                                    enlargement, or any change whatever.