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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 CLEVELAND, OHIO 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/ RICHARD L. MOLEN
                              Secretary                               President


The lower right corner contains the following language: Countersigned and 
Registered: KEY CORP SHAREHOLDER SERVICES, INC. (Cleveland, Ohio) Transfer 
Agent and Registrar


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The reverse side of the stock certificate reads as follows:

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 Society National 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>                             <C>                <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                                      under Uniform Gifts to Minors

                                                               Act _______
                                                                   (State) 
</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. 
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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.