<PAGE>   1
                                    FORM 10-K
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

       (Mark One)
             [X]        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1996

                                       OR

             [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

        For the transition period from _______________ to ______________

                          Commission file number 1-5325

                                HUFFY CORPORATION
             (Exact name of registrant as specified in its charter)

                   OHIO                                  31-0326270
    (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                    Identification No.)

        225 Byers Road, Miamisburg, Ohio                    45342
   (Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:  (937) 866-6251

Securities registered pursuant to Section 12(b) of the Act:

         Title of each class          Name of each exchange on which registered
         -------------------          -----------------------------------------
    Common Stock, $1.00 Par Value             New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                  Yes  X      No
                                      ---        ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.                                [X]

The aggregate market value of the Common Stock held by non-affiliates of the
registrant, as of January 2, 1997, was $188,768,795.

The number of shares outstanding of each of the registrant's classes of Common
Stock, as of January 2, 1997, was 13,374,197.


                  "Index of Exhibits" at page 16 of this Report

                                       -1-

<PAGE>   2



                       DOCUMENTS INCORPORATED BY REFERENCE
                       -----------------------------------


1.      The Huffy Corporation Annual Report to Shareholders for the year ended
        December 31, 1996. Only such portions of the Annual Report as are
        specifically incorporated by reference under Parts I, II and IV of this
        Report shall be deemed filed as part of this Report.

2.      The Huffy Corporation Proxy Statement for its Annual Meeting of
        Shareholders on April 25, 1997. Only such portions of the Proxy 
        Statement as are specifically incorporated by reference under
        Part III of this Report shall be deemed filed as part of this Report.


                                ---------------


                                       -2-

<PAGE>   3



                                     PART I

ITEM 1.    BUSINESS

Huffy Corporation, an Ohio corporation, and its subsidiaries (collectively
called "Huffy" or the "Company") are engaged in the design, manufacture and sale
of Consumer Products and the furnishing of Services for Retail. The Company's
executive offices are located in Miamisburg, Ohio and its principal business
offices and/or manufacturing facilities are located in San Diego, California;
Thornton, Colorado; Farmington, Missouri; Miamisburg and Celina, Ohio; Camp Hill
and Harrisburg, Pennsylvania; Sussex and Suring, Wisconsin; and Whites Cross,
Cork, Ireland.

The general development of business within each business segment (Consumer
Products and Services for Retail) is discussed in more detail below. See also
Part IV herein for financial information relating to each such business segment.

         CONSUMER PRODUCTS

         Gerry Baby Products Company, Gerry Wood Products Company (collectively,
         the "Gerry Companies"), Huffy Bicycle Company, Huffy Sports Company,
         and True Temper Hardware Company comprise the Consumer Products segment
         of the Company. Principal products within this business segment include
         juvenile products, bicycles, basketball backboards and related
         products, and lawn and garden tools. Sales of juvenile products, which
         also include tricycles, 12" and 16" bicycles and juvenile indoor
         basketball units, represented 22.6 percent, 20.7 percent, and 21.0
         percent of consolidated revenues of the Company for the years ended
         December 31, 1996, 1995, and 1994. Sales of adult bicycles represented
         31.2 percent, 33.8 percent, and 36.9 percent of consolidated revenues
         of the Company for the years ended December 31, 1996, 1995, and 1994.
         Sales of adult basketball backboards, poles, goals and related products
         represented 10.2 percent, 12.2 percent and 10.8 percent of consolidated
         revenues of the Company for the years ended December 31, 1996, 1995,
         and 1994. Sales of lawn and garden tools represented 14.2 percent, 12.4
         percent, and 12.1 percent of consolidated revenues of the Company for
         the years ended December 31, 1996, 1995, and 1994. Although to date the
         export business is not significant, the companies in the Consumer
         Products segment participate in various foreign markets and are
         actively involved in expanding export volume.

         a.     Products, Marketing and Distribution
                ------------------------------------

                The Gerry Companies: Gerry Baby Products Company ("GBPC") and
                Gerry Wood Products Company ("GWPC") which manufacture juvenile
                products are both direct subsidiaries of the Company. The Gerry
                Companies' headquarters and GBPC's principal manufacturing
                facilities are located in Thornton, Colorado. GWPC is a
                manufacturer of juvenile wooden products and is located in
                Suring, Wisconsin. The "Gerry" and "Snugli" names are two
                prominent brand names in the industry. Gerry(R) baby products
                include a wide range of market entries, including car seats,
                infant carriers, frame carriers, security gates, strollers,
                toilet trainers, electronic baby monitors, and a broad line of
                various wood juvenile products including high chairs, cribs,
                changing tables and security gates sold under the "Nu-Line"
                brand name prior to 1992 and under the Gerry(R) brand name since
                1992. Snugli(R) baby products include infant carriers. All of
                these juvenile products have wide distribution; the products are
                marketed through all of the retail channels that sell juvenile
                products: toy chains, warehouse clubs, catalog showrooms,
                national and regional high volume retailers, and specialty
                shops. In 1994, the Company discontinued its assembly operations
                at its facilities located in Vancouver, British Columbia which
                prior thereto had been operated through an indirect subsidiary
                of the Company, Snugli-Canada, Ltd. In 1987, GBPC entered into a
                joint venture known as Takata-Gerico Corporation ("TGC"), with
                Takata Corporation of Japan, to manufacture children's car seats
                in the

                                       -3-

<PAGE>   4



                United States for distribution by GBPC. The joint venture was
                subsequently terminated by the parties' mutual agreement in
                1992, and in connection with such termination GBPC purchased
                certain assets of TGC.

                Huffy Bicycle Company: The Huffy(R) bicycle brand is the largest
                selling brand of bicycles sold in the United States. The full
                line of Huffy(R) bicycles is produced by Huffy Bicycle Company,
                a division of the Company, whose manufacturing facilities are
                located in Celina, Ohio, and Farmington, Missouri. In 1994,
                Huffy Bicycle Company opened the bicycle manufacturing facility
                in Farmington, Missouri, to increase manufacturing flexibility,
                capacity and market share, and to reduce costs. Included in the
                Huffy(R) bicycle line are adult all purpose bicycles; adult all
                terrain bicycles; a series of innovative boys' and girls' 20"
                bicycles; a series of popular children's 12" and 16" sidewalk
                bicycles; and tricycles. Huffy(R) bicycles are extensively
                advertised and are sold predominantly through national and
                regional high volume retailers, a distribution network
                accounting for approximately 70 to 75 percent of all bicycles
                sold in the United States. Approximately 90 percent of Huffy
                Bicycle Company's bicycles are sold under the Huffy(R) brand
                name with the balance being sold under private label brands.

                Huffy Sports Company: Huffy Sports Company, a division of the
                Company located in Sussex, Wisconsin, is the leading supplier of
                basketball backboards, poles, goals, and related products and
                juvenile indoor portable basketball units for use at home. Huffy
                Sports Company products, many of which bear the logo of the
                National Basketball Association ("NBA") as well as the Huffy
                Sports(R) trademark, are sold predominately through national and
                regional high volume retailers in the United States.

                True Temper Hardware Company: True Temper Hardware Company, a
                wholly-owned subsidiary of the Company, is headquartered in Camp
                Hill, Pennsylvania. True Temper Hardware Company is one of three
                leading suppliers of non-powered lawn and garden tools and snow
                tools; products include long-handled shovels, hoes, forks,
                wheelbarrows, snow shovels, and rakes for use in the home and in
                agricultural, industrial and commercial businesses. In 1994,
                True Temper Hardware Company discontinued manufacturing
                spreaders and pruning tools and sold the assets used to produce
                such products, including its Anderson, South Carolina
                manufacturing facility. Manufacturing facilities are located in
                Camp Hill and Harrisburg, Pennsylvania. True Temper Hardware
                Company also owns four sawmill facilities located in Indiana,
                New York, Pennsylvania, and Vermont. In addition, True Temper
                Limited, an Irish Corporation and a wholly-owned subsidiary of
                the Company, has offices and a manufacturing facility in Whites
                Cross, Cork, Ireland. True Temper Hardware products are sold
                both directly, and through wholesale distributors, to national
                and regional high volume retailers and hardware stores. Over 89
                percent of True Temper Hardware's products are sold under the
                True Temper(R) and Jackson(R) names; the remainder are sold
                under other names or under private labels. During 1994 and 1995,
                the Company substantially completed a plan to restructure the
                True Temper lawn and garden tool business to address
                inefficiencies in the manufacturing process and to improve
                future profitability of True Temper Hardware Company.

         b.     Suppliers
                ---------

                Basic materials such as raw steel, steel and aluminum tubing,
                plastic, wood, fabric, resins, ash timber, and welding materials
                used in the manufacturing operations are purchased primarily
                from domestic sources. Alternate sources are available for all
                critical products and components, but the sudden loss of any
                major supplier could, on a temporary basis, cause a negative
                effect on the segment's operations.


                                       -4-

<PAGE>   5



         c.     Patents, Trademarks and Licenses
                --------------------------------

                The patents, trademarks (including the registered trademarks
                "Gerry", "Snugli", "Huffy", "Huffy Sports", "True Temper" and
                "Jackson"), licenses (including the license to use the NBA logo)
                and other proprietary rights of the companies in this segment
                are deemed important to the Company. The loss by the Company of
                its rights under any individual patent, trademark (other than
                "Gerry", "Snugli", "Huffy" or "True Temper"), license or other
                proprietary right used by this segment would not have a material
                adverse effect on the Company or the segment. The loss of the
                registered trademark "Gerry", "Snugli", "Huffy" or "True Temper"
                could have a material adverse effect on the Company and this
                segment. The Company has no reason to believe that anyone has
                rights to either the "Gerry", "Snugli", "Huffy" or "True Temper"
                trademark for the products in connection with which such
                trademarks are used.

         d.     Seasonality and Inventory
                -------------------------

                Due to the relatively short lapse of time between placement of
                orders for products and shipments, the Company normally does not
                consider its backlog of orders as significant to this business
                segment. Because of rapid delivery requirements of their
                customers, the companies in this segment maintain significant
                quantities of inventories of finished goods to meet their
                customers' requirements. Juvenile products' sales, excluding
                sales of juvenile bicycles, are not seasonal. Sales of juvenile
                and adult bicycles are seasonal in that sales tend to be higher
                in the Spring and Fall of each year. Basketball products tend to
                have varying degrees of seasonality, none of which are
                significant to the operations of the Company. Sales of lawn and
                garden products and snow tools tend to be higher in the Spring
                and Winter of each year, respectively.

         e.     Competition and Customers
                -------------------------

                There are numerous juvenile products competitors in the United
                States market, six of which are deemed significant. The Gerry
                Companies believe they are competitive because of their
                continued efforts to provide innovative new products of high
                quality at competitive costs and to support their products with
                outstanding customer service. In the high volume retailer
                bicycle business, Huffy Bicycle Company has numerous competitors
                in the United States market, only two of which are deemed
                significant. Although importers in the aggregate provide
                significant competition, only one individual importer is deemed
                a significant competitor. Even though competition among domestic
                manufacturers and importers of bicycles is intense, Huffy
                Bicycle Company believes it is cost competitive in the high
                volume retailer bicycle market and maintains its position
                through continued efforts to improve manufacturing efficiency
                and product value. Huffy Bicycle Company's ability to provide
                its customers with low cost, innovative new products has enabled
                it to maintain its market position despite the marketing efforts
                of domestic competitors and competitors from Taiwan, China, and
                other nations. Huffy Sports Company has several competitors, but
                only one is deemed significant. Huffy Sports Company maintains
                its competitive position by offering its customers high quality,
                innovative products at competitive prices and by supporting its
                products with outstanding customer service. True Temper Hardware
                Company has numerous competitors in the United States and
                Canada, but considers only two competitors significant. True
                Temper Hardware Company believes it remains competitive by
                offering its customers in the home use, agricultural,
                industrial, and commercial markets competitively priced, high
                quality, innovative products. The loss by the Consumer Products
                segment of either of its two largest customers could result in a
                material adverse effect on the segment.


                                       -5-

<PAGE>   6



         SERVICES FOR RETAIL

         Huffy Service First, Inc. ("HSF") and Washington Inventory Service
         ("WIS") each provide certain services to retailers. Inventory,
         assembly, repair and merchandising services provided by WIS and HSF to
         their customers represented 21.8 percent, 20.9 percent, and 19.2
         percent of consolidated revenues of the Company for the years ended
         December 31, 1996, 1995, and 1994 respectively.

         a.     Products, Marketing and Distribution
                ------------------------------------

                Huffy Service First: HSF, a wholly-owned subsidiary of the
                Company, headquartered in Miamisburg, Ohio, serves the needs of
                major retailers in 50 states, Puerto Rico and the Virgin Islands
                by providing in-store and in-home assembly and repair, and
                in-store display services for a variety of products, including
                among other things, bicycles, barbeque grills, physical fitness
                equipment, lawnmowers, and furniture. HSF is the only assembly
                service business of this kind available to high volume retailers
                on a nationwide basis. HSF also offers merchandising services
                (product resets and periodic maintenance of displays) to
                manufacturers who supply high volume retailers.

                Washington Inventory Service: WIS, a wholly-owned subsidiary of
                the Company, headquartered in San Diego, California, provides
                physical inventory services on a nationwide basis to meet the
                financial reporting and inventory control requirements of high
                volume retailers, drug stores, home centers, sporting goods
                stores, specialty stores and grocery stores.

         b.     Seasonality
                -----------

                The demand for services provided by this business segment is
                seasonal in that assembly service demand is generally strongest
                in Spring and at the Winter holiday season, and inventory
                service demand is generally strongest in the first and third
                calendar quarters of the year.

         c.     Competition and Customers
                -------------------------

                Although WIS has numerous competitors in the United States
                market, only one is significant. HSF has numerous competitors in
                the United States market, none of which is deemed significant in
                the in-store and in-home assembly service business; six are
                deemed significant in the merchandising services. WIS and HSF
                believe they remain competitive due to their nationwide network
                of operations, competitive pricing and full service. The loss by
                the Services for Retail Segment of either of its two largest
                customers could result in a material adverse effect on the
                segment.

Sales to Wal-Mart Stores, Inc. and Kmart Corporation aggregated over ten percent
or more of the Company's consolidated revenues from each such customer for the
year ended December 31, 1996, and the loss of either one of these customers
could have a material adverse effect on the Company and its subsidiaries as a
whole.

The number of persons employed full-time by the Company (excluding seasonal
employees in the Services for Retail Segment) as of December 31, 1996, was 8,020
(3,292 employed by the Consumer Products Segment and 4,728 employed by the
Services for Retail Segment).


                                       -6-

<PAGE>   7



ITEM 2.       PROPERTIES:  Location and general character of the principal 
              plants and other materially important physical properties of the 
              Company as of January 1, 1997.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                                                                               Owned or
                                                                                              Expiration
                                              Building                        Area               Date
Location                                    Description                     (Sq. Ft.)          of Lease
-------------------------------------------------------------------------------------------------------------

<S>                                    <C>                                  <C>                 <C>    
San Diego, California                  Offices (Services for Retail)         30,000             2004(1)

Thornton, Colorado                     Offices, manufacturing and           386,000             2001(2)
                                       warehouse facility
                                       (Consumer Products)

Farmington, Missouri                   Offices, manufacturing and           412,052             2014(3)
                                       warehouse facility
                                       (Consumer Products)

Celina, Ohio                           Offices, manufacturing and           822,000              Owned
                                       warehouse facility
                                       (Consumer Products)

Miamisburg, Ohio                       Offices and display facilities        47,000             2003(4)
                                       (Corporate and Consumer
                                        Products)

Miamisburg, Ohio                       Offices and warehouse                 42,682             2001(5)
                                       facility (Services for
                                       Retail)

Camp Hill,                             Offices, manufacturing and           391,690             2012(6)
Pennsylvania                           distribution facility
                                       (Consumer Products)

Harrisburg,                            Offices and manufacturing            254,329              Owned
Pennsylvania                           facility (Consumer Products)

Suring, Wisconsin                      Offices and manufacturing            140,000              Owned
                                       facility (Consumer Products)

Sussex, Wisconsin                      Offices and manufacturing            192,000              2004(7)
                                       facility (Consumer Products)

Whites Cross, Cork,                    Offices and manufacturing             70,000              Owned
Ireland                                facility (Consumer Products)

<FN>
(1)      Subject to two consecutive options to renew for additional terms of 
         five years each.

(2)      Subject to an option to purchase at the expiration of the lease.

(3)      The City of Farmington, Missouri financed the acquisition of the
         premises through the issuance of Industrial Development Revenue Bonds
         (Huffy Corporation Project) Series 1994 in the aggregate principal
         amount of $20,000,000 and leased the premises to the Company. The
         Company has an option to purchase during the term or at expiration of
         the lease.
</TABLE>


                                       -7-

<PAGE>   8



(4)      Subject to an option to purchase during the term of or at the
         expiration of the lease, and if the option is not exercised at the
         expiration of the lease, the Company automatically receives an
         extension of the term for up to 12 months or until the property is
         sold, whichever time period is shorter.

(5)      Subject to one option to renew for an additional term of five years.

(6)      Subject to one option to renew for an additional term of five years and
         an option to purchase.

(7)      Subject to an option to purchase during the term of or at the
         expiration of the lease.

There are no encumbrances on the Celina, Ohio; Harrisburg, Pennsylvania; Suring,
Wisconsin; and Whites Cross, Cork, Ireland properties which are owned. All of
the Company's facilities are in good condition and are considered suitable for
the purposes for which they are used. The Camp Hill, Pennsylvania; Celina, Ohio;
and Suring, Wisconsin, manufacturing facilities normally operate on a two full
shift basis, with third shift operations scheduled as needed to meet seasonal
production requirements. The Farmington, Missouri; and Harrisburg, Pennsylvania
manufacturing facilities normally operate on a two full shift basis. The
Thornton, Colorado; Whites Cross, Cork, Ireland; and Sussex, Wisconsin
manufacturing facilities normally operate on a one full shift basis, with second
shift operations scheduled as needed at the Sussex, Wisconsin facility.

ITEM 3.        LEGAL PROCEEDINGS

The Company is not a party, nor is its property subject, to any material pending
legal proceedings.

ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.


                                     PART II

ITEM 5.        MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
               MATTERS

The market information and other related security holder matters pertaining to
the Common Stock of the Company set forth in Exhibit 13 under (i) the captions
entitled Common Stock and Shareholder Information, and (ii) notes 5 and 6
(Preferred Stock, and Common Stock and Common Stock Plans) to the consolidated
financial statements, are contained in the Company's Annual Report to
Shareholders for the year ended December 31, 1996, and are hereby incorporated
herein by reference.

ITEM 6.        SELECTED FINANCIAL DATA

Selected unaudited financial data for each of the last 10 calendar years set
forth in Exhibit 13 under the caption entitled Ten-Year Financial and Operating
Review (Unaudited) is contained in the Company's Annual Report to Shareholders
for the fiscal year ended December 31, 1996, and is hereby incorporated herein
by reference.

ITEM 7.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
               RESULTS OF OPERATIONS

Discussion and analysis of financial condition and results of operations set
forth in Exhibit 13 under the caption entitled Management's Discussion and
Analysis of Financial Conditions and Results of Operations and note 4 (Lines of
Credit and Long-Term Obligations) to the consolidated financial statements,
are contained in the Company's Annual Report to Shareholders for the year ended
December 31, 1996, and are hereby incorporated herein by reference.

                                       -8-

<PAGE>   9



ITEM 8.        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial information set forth in Exhibit 13 under the captions entitled
Independent Auditor's Report and Consolidated Balance Sheets, Consolidated
Statements of Operations, Consolidated Statements of Cash Flows, Consolidated
Statements of Shareholders' Equity, and Notes to Consolidated Financial
Statements, is contained in the Company's Annual Report to Shareholders for the
year ended December 31, 1996, and is hereby incorporated herein by reference.
See also the information contained in Item 14 of Part IV of this Report.

ITEM 9.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
               FINANCIAL DISCLOSURE

Not applicable.


                                    PART III

ITEM 10.       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors of the Company
------------------------

The name, age and background information for each of the Company's Directors is
set forth in the section entitled ELECTION OF DIRECTORS and the table therein
contained in the Company's Proxy Statement for its 1997 Annual Meeting of
Shareholders, and is hereby incorporated herein by reference.

Executive Officers of the Company
---------------------------------

The Executive Officers are elected annually to their respective positions,
effective at the April meeting of the Board of Directors. The Executive Officers
of the Company at February 1, 1997, were as follows:


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------

    Name                            Age                 Position                          Officer Since

-------------------------------------------------------------------------------------------------------------


<S>                                 <C>           <C>                                    <C>
Thomas A. Frederick                 42            Vice President - Finance and           December, 1994
                                                  Chief Financial Officer

Don R. Graber                       53            President and Chief                    July, 1996
                                                  Operating Officer
                                                  
Timothy G. Howard                   50            Vice President - Controller            September, 1978

Nancy A. Michaud                    50            Vice President - General               February, 1993
                                                  Counsel and Secretary

Richard L. Molen                    56            Chairman of the Board and              January, 1979
                                                  Chief Executive Officer

Pamela J. Whipps                    43            Vice President - Treasurer             February, 1994
</TABLE>

Prior to being elected an Executive Officer in 1994, Mr. Frederick was President
and General Manager of Huffy Service First, Inc. Prior to being elected
President - Chief Operating Officer, Mr. Graber was

                                       -9-

<PAGE>   10



President of Worldwide Household Products Group and Group Vice President of The
Black and Decker Corporation from 1994 to July, 1996; prior thereto, Mr. Graber
was President of the International Group of The Black and Decker Corporation
from 1991 to 1994. Prior to being elected Vice President - General Counsel and
Secretary in 1994, Ms. Michaud was Vice President - General Counsel and
Assistant Secretary of the Company; prior thereto, Ms. Michaud was General
Counsel and Assistant Secretary of the Company in 1993; prior thereto, Ms.
Michaud served as Senior Counsel of the Company. Prior to being elected Chairman
of the Board and Chief Executive Officer in July, 1996, Mr. Molen was Chairman
of the Board, President and Chief Executive Officer of the Company from 1994 to
July, 1996; prior thereto, Mr. Molen was President and Chief Executive Officer
of the Company in 1993; prior thereto, Mr. Molen served as President and Chief
Operating Officer of the Company. Prior to being elected Vice President -
Treasurer, Ms. Whipps was Treasurer and Director of Investor Relations in 1994;
prior thereto, Ms. Whipps served as Assistant Treasurer and Manager Investor
Relations of the Company.

ITEM 11.       EXECUTIVE COMPENSATION

     Information on executive compensation set forth in the section entitled
EXECUTIVE COMPENSATION and the tables therein is contained in the Company's
Proxy Statement for its 1997 Annual Meeting of Shareholders, and is hereby
incorporated herein by reference. Notwithstanding anything to the contrary set
forth herein or in any of the Company's previous filings under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
that might incorporate future filings, including this Form 10-K, the sections
entitled REPORT OF COMPENSATION COMMITTEE and the Performance Graph which are
set forth in the Company's Proxy Statement for its 1997 Annual Meeting of
Shareholders are not deemed to be incorporated by reference in this Form 10-K.

ITEM 12.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The number of shares of Common Stock of the Company beneficially owned by each
Director and by all Directors and Officers as a group as of January 2, 1997, set
forth in the section entitled SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT, and the table therein, is contained in the Company's Proxy
Statement for its 1997 Annual Meeting of Shareholders, and is hereby
incorporated herein by reference.

ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information on certain transactions with management set forth in the section
entitled CERTAIN RELATIONSHIPS AND OTHER RELATED TRANSACTIONS is contained in
the Company's Proxy Statement for its 1997 Annual Meeting of Shareholders, and
is hereby incorporated herein by reference.


                                     PART IV

ITEM 14.       EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)    Documents

       (1)    The following Consolidated Financial Statements of the Company
              included in the Company's Annual Report to Shareholders are
              incorporated by reference as part of this Report at Item 8 hereof:


                                      -10-

<PAGE>   11



                      Consolidated Balance Sheets as of December 31, 1996, and
                      1995.

                      Consolidated Statements of Operations for the years ended
                      December 31, 1996, 1995, and 1994.

                      Consolidated Statements of Cash Flows for the years ended
                      December 31, 1996, 1995, and 1994.

                      Consolidated Statements of Shareholders' Equity for the
                      years ended December 31, 1996, 1995, and 1994.

                      Notes to Consolidated Financial Statements.

              The Annual Report to Shareholders for the year ended December 31,
              1996, is not deemed to be filed as part of this Report, with the
              exception of the items incorporated by reference in Items 1, 5, 6,
              7 and 8 of this Report and those financial statements and notes
              thereto listed above.

       (2)    The Accountants' Report on Consolidated Financial Statements and
              the following Financial Statement Schedule of the Company is
              included as part of this Report at Item 8 hereof:

              Schedule II.         Valuation and Qualifying Accounts - years 
                                   ended December 31, 1996, 1995, and 1994.

              All other schedules for which provision is made in the applicable
              accounting regulations of the Securities and Exchange Commission
              are not required under the related instructions or are
              inapplicable and, therefore, have been omitted.

       (3) The exhibits shown in "Index to Exhibits" are filed as a part of this
Report.

(b)    Reports on Form 8-K
       -------------------

During the fiscal quarter ended December 31, 1996, the Company filed no report
on Form 8-K.



                                      -11-

<PAGE>   12



                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

HUFFY CORPORATION


By       /s/ Richard L. Molen                       Date:  February 13, 1997
   --------------------------------
     Richard L. Molen
     Chairman of the Board and
     Chief Executive Officer
     (Principal Executive Officer)
     and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.


      /s/ Thomas A. Frederick                       Date:  February 13, 1997
-----------------------------------
Thomas A. Frederick
Vice President - Finance and Chief
Financial Officer (Principal
Financial Officer)


       /s/ Timothy G. Howard                        Date:  February 13, 1997
-----------------------------------
Timothy G. Howard
Vice President - Controller
(Principal Accounting Officer)


          /s/ Don R. Graber                         Date:  February 13, 1997
--------------------------------------
Don R. Graber, Director


      /s/ Stephen P. Huffman                        Date:  February 13, 1997
----------------------------------
Stephen P. Huffman, Director


          /s/ Linda B. Keene                        Date:  February 13, 1997
--------------------------------------
Linda B. Keene, Director


         /s/ Jack D. Michaels                       Date:  February 13, 1997
-------------------------------------
Jack D. Michaels, Director


         /s/ Donald K. Miller                       Date:  February 13, 1997
---------------------------------------
Donald K. Miller, Director

                                      -12-

<PAGE>   13



      /s/ James F. Robeson                           Date:  February 13, 1997
--------------------------------
James F. Robeson, Director


      /s/ Patrick W. Rooney                          Date:  February 13, 1997
---------------------------------
Patrick W. Rooney, Director


      /s/ Geoffrey W. Smith                          Date:  February 13, 1997
---------------------------------
Geoffrey W. Smith, Director


      /s/ Thomas C. Sullivan                         Date:  February 13, 1997
---------------------------------
Thomas C. Sullivan, Director


                                                     Date:  
-------------------------------------
Joseph P. Viviano, Director


           /s/ Fred G. Wall                          Date:  February 13, 1997
-------------------------------------
Fred G. Wall, Director

                                      -13-

<PAGE>   14



                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------
                         ON FINANCIAL STATEMENT SCHEDULE
                         -------------------------------

The Board of Directors,
Huffy Corporation:

Under date of February 12, 1997, we reported on the consolidated balance sheets
of Huffy Corporation and subsidiaries as of December 31, 1996, and 1995, and the
related consolidated statements of operations, shareholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 1996, as
contained in the 1996 Annual Report to Shareholders. These consolidated
financial statements and our report thereon are incorporated by reference in the
Annual Report on Form 10-K for the year 1996. In connection with our audits of
the aforementioned consolidated financial statements, we also have audited the
related consolidated financial statement schedule as listed in Part IV, Item
14(a)(2) of Form 10-K. The financial statement schedule is the responsibility of
the Company's management. Our responsibility is to express an opinion on the
financial statement schedule based on our audits.

In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.

                                                      /s/ KPMG Peat Marwick LLP
                                                      -------------------------
                                                      KPMG PEAT MARWICK LLP
Cincinnati, Ohio
February 12, 1997
                                ----------------

                          INDEPENDENT AUDITORS' CONSENT
                          -----------------------------
The Board of Directors,
Huffy Corporation:

We consent to the incorporation by reference in the Registration Statements, and
the Prospectuses constituting part thereof, of (i) the Form S-8 Registration
Statement (No. 2-95128) pertaining to the 1984 Stock Option Plan; (ii) the Form
S-8 Registration Statement (No. 33-25487) pertaining to the 1988 Stock Option
Plan and Restricted Share Plan; (iii) the Form S-8 Registration Statement (No.
33-25143) pertaining to the 1987 Director Stock Option Plan; (iv) the Form S-8
Registration Statement (Nos. 33-28811 and 33-42724) pertaining to the 1989
Employee Stock Purchase Plan; (v) the Form S-8 Registration Statement (No.
33-44571) pertaining to five company savings plans and (vi) the Form S-8
Registration Statement (No. 33-60900) pertaining to the W.I.S. Savings Plan of
our report dated February 12, 1997, relating to the consolidated balance sheets
of Huffy Corporation and subsidiaries as of December 31, 1996 and 1995 and the
related consolidated statements of operations, shareholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 1996,
which report appears in the 1996 Annual Report to Shareholders, which is
incorporated by reference in the Company's 1996 Annual Report on Form 10-K and
our report dated February 12, 1997, relating to the financial statement schedule
for each of the years in the three-year period ended December 31, 1996, which
report appears in the Company's 1996 Annual Report on Form 10-K.


                                                       /s/ KPMG Peat Marwick LLP
                                                       -------------------------
                                                       KPMG PEAT MARWICK LLP
Cincinnati, Ohio
February 12, 1997

                                      -14-

<PAGE>   15



                                HUFFY CORPORATION
                  CONSOLIDATED FINANCIAL STATEMENT SCHEDULE II
                        VALUATION AND QUALIFYING ACCOUNTS
                          (DOLLAR AMOUNTS IN THOUSANDS)



<TABLE>
<CAPTION>
                                                               BALANCE AT       ADDITIONS CHARGED                        BALANCE
                                                                BEGINNING          TO COSTS AND        DEDUCTIONS        AT END
                                                                OF PERIOD            EXPENSES            (NOTE)         OF PERIOD
                                                                ---------            --------            ------         ---------
<S>                                                              <C>                  <C>               <C>             <C>  
Reserves deducted from assets to which they apply: 
  Allowance for doubtful accounts:

    Year ended December 31, 1996                                 $1,789               1,180             (1,233)         1,736

    Year ended December 31, 1995                                 $1,783                 726               (720)         1,789

    Year ended December 31, 1994                                 $2,382                   -               (599)         1,783

  Inventory obsolescence:

    Year ended December 31, 1996                                 $2,318               3,354             (3,304)         2,638

    Year ended December 31, 1995                                 $2,843               2,902             (3,427)         2,318

    Year ended December 31, 1994                                 $6,171               2,083             (5,411)         2,843

  Reserves which support the balance sheet
  caption, Reserves
  Restructuring Reserve:

    Year ended December 31, 1996                                 $1,830                   -             (1,830)             -

    Year ended December 31, 1995                                 $2,033               2,152[1]          (2,355)         1,830

    Year ended December 31, 1994                                 $9,296                   -             (7,263)         2,033

<FN>
Note:   Represents accounts written off, less recoveries for allowance for 
        doubtful accounts.
        Represents inventory written off, less scrap value for inventory 
        obsolescence.

[1]Represents net restructure charge for personnel reductions and the
negotiation of a concessionary labor contract.
</TABLE>


                                      -15-

<PAGE>   16



                                INDEX TO EXHIBITS
                                -----------------


<TABLE>
<CAPTION>
Exhibit                                                                               Form 10-K
   No.                                                                                 Exhibits
-------                                                                               ---------

<S>            <C>                                                                          <C>
  3.a          Amended Articles of Incorporation, dated June 16, 1995,                      *
               incorporated by reference to Exhibit (3)(I) to Form 10-Q for the             
               quarter ended June 30, 1995                                      

  3.b          Code of Regulations, as amended, dated April 28, 1995,                       *
               incorporated by reference to Exhibit (3)(ii) to Form 10-Q for the
               quarter ended June 30, 1995                                     
      
  4.a          Specimen Common Stock Certificate of Huffy Corporation,                      *
               incorporated by reference to Exhibit 4.a to Form 10-K for the
               fiscal year ended December 31, 1995

  4.b          Note Purchase Agreement, dated June 24, 1988, among Huffy                    *
               Corporation, The Prudential Insurance Company of America and
               Pruco Life Insurance Company, incorporated by reference to
               Exhibit (4) to Form 10-Q for the fiscal quarter ended June 30,
               1988

  4.c          Amendment, dated as of December 20, 1993, to Note Purchase                   *
               Agreement, dated June 24, 1988, among Huffy Corporation, The
               Prudential Insurance Company of America and Pruco Life Insurance
               Company, incorporated by reference to Exhibit (4)(c) to Form 10-K
               for the fiscal year ended December 31, 1993

  4.d          Rights Agreement, dated as of December 16, 1988, between Huffy               *
               Corporation and Bank One, Indianapolis, National Association,
               incorporated by reference to Exhibit (4)(n) to Form 10-K for the
               fiscal year ended December 31, 1988

  4.e          Amendment, dated as of August 23, 1991, to Rights Agreement,                 *
               dated as of December 16, 1988, between Huffy Corporation and Bank
               One, Indianapolis, National Association, incorporated by
               reference to Form 8-K, dated August 23, 1991

  4.f          Amendment, dated as of December 9, 1994, to Rights Agreement,                *
               dated as of December 16, 1988, as amended August 23, 1991,
               between Huffy Corporation and Bank One, Indianapolis, National
               Association, incorporated by reference to Form 8-K, dated
               December 22, 1994

  4.g          Note Agreement, dated as of December 1, 1990, among Huffy                    *
               Corporation and Nationwide Life Insurance Company, Employees Life
               Insurance Company of Wausaw and Financial Horizons Life Insurance
               Company in connection with the issuance and sale of $30,000,000
               Huffy Corporation 9.62% Senior Notes, Series A, due December 1,
               2000, incorporated by reference to Exhibit (4)(j) to Form 10-K
               for the fiscal year ended December 31, 1990

<FN>
  *  Indicates that the exhibit is incorporated by reference into this Annual
     Report on Form 10-K from a previous filing with the Commission.

***  Indicates that the exhibit is included as part of this Annual Report on
     Form 10-K for the year ended December 31, 1996.
</TABLE>

                                      -16-

<PAGE>   17



<TABLE>
<CAPTION>
<S>            <S>                                                                          <C>
 4.h           Credit Agreement, dated as of April 21, 1992, among Huffy                    *
               Corporation, Bank One, Dayton, N.A., NBD Bank, N.A., Security
               Pacific National Bank, and Society National Bank, individually
               and as agent, in connection with revolving loans up to an
               aggregate amount of $50,000,000 to Huffy Corporation,
               incorporated by reference to Exhibit (4)(g) to Form 10-K for the
               fiscal year ended December 31, 1992

10.a           Lease, effective as of October 29, 1992, between SELCO Service               *
               Corporation and Gerry Baby Products Company, incorporated by
               reference to Exhibit (10)(b) to Form 10-K for the fiscal year
               ended December 31, 1992

10.b           Lease, effective as of December 29, 1993, between SELCO Service              *
               Corporation and Huffy Corporation, incorporated by reference to
               Exhibit (10)(c) to Form 10-K for the fiscal year ended December
               31, 1993

10.c           Special Deferred Compensation Agreements, as amended, between                *
               Huffy Corporation and certain of its officers and key employees,
               in substantially the forms incorporated by reference to Exhibit
               (ix) to Form 10-K for the fiscal year ended June 24, 1977, to
               Exhibit (2) to Form 10-Q for the fiscal quarter ended September
               23, 1983, and to Exhibit (19)(c) to Form 10-Q for the fiscal
               quarter ended September 30, 1986

10.d           Deferred Compensation Agreements, as amended, between Huffy                  *
               Corporation and certain of its officers and key employees, in
               substantially the forms incorporated by reference to Exhibit (vi)
               to Form 10-K for the fiscal year ended June 29, 1979, and to
               Exhibit (3) to Form 10-Q for the fiscal quarter ended September
               23, 1983

10.e           Severance Pay Agreements, between Huffy Corporation and certain              *
               of its officers, as amended, in substantially the forms
               incorporated by reference to Exhibit (xi) to Form 10-K for the
               fiscal year ended June 27, 1980, and to Exhibit 10(n) to Form
               10-K for the fiscal year ended June 26, 1981

10.f           Severance Pay Agreements, dated June 30, 1986, between Huffy                *
               Corporation and certain of its officers, in substantially the
               form incorporated by reference to Exhibit (19)(a) to Form 10-Q
               for the fiscal quarter ended June 30, 1986

10.g           Description of Executive Medical Reimbursement Plan between Huffy           *
               Corporation and certain executive officers and key employees,
               incorporated by reference to Exhibit (10)(n) to Form 10- K for
               the fiscal year ended December 31, 1989

10.h           Long Term Incentive Compensation Program, incorporated by                   *
               reference to Exhibit 10.k to Form 10-K for the fiscal year ended
               December 31, 1995

<FN>
  *  Indicates that the exhibit is incorporated by reference into this Annual
     Report on Form 10-K from a previous filing with the Commission.

***  Indicates that the exhibit is included as part of this Annual Report on
     Form 10-K for the year ended December 31, 1996.
</TABLE>

                                      -17-

<PAGE>   18

<TABLE>
<CAPTION>
<S>            <C>                                                                        <C>

10.i           Huffy Corporation 1984 Stock Option Plan, as amended,                      *
               incorporated by reference to Exhibit A to the Company's Proxy
               Statement, dated September 13, 1984, for the Annual Meeting of
               Shareholders held October 19, 1984, and to Exhibit B to the
               Company's Proxy Statement, dated March 13, 1992, for the Annual
               Meeting of Shareholders held April 24, 1992

10.j           Huffy Corporation Capital Accumulation Plan Participation                  *
               Agreement, between Huffy Corporation and certain of its officers,
               in substantially the forms incorporated by reference to Exhibit
               (19)(a) to Form 10-Q for the fiscal quarter ended September 30,
               1985, and to Exhibit 19(b) to Form 10-Q for the fiscal quarter
               ended September 30, 1986

10.k           Huffy Corporation Capital Accumulation Program Participation               *
               Agreement, between Huffy Corporation and certain of its
               directors, in substantially the forms incorporated by reference
               to Exhibit (19)(b) to Form 10-Q for the fiscal quarter ended
               September 30, 1985, and to Exhibit 19(b) to Form 10-Q for the
               fiscal quarter ended June 30, 1986

10.l           Huffy Corporation 1993 CEO Long-Term Performance Plan, effective           *
               as of January 1, 1993, between Huffy Corporation and Richard L.
               Molen, incorporated by reference to Exhibit (10) to Form 10-Q for
               the fiscal quarter ended June 30, 1993

10.m           Description of supplemental group life insurance arrangement               *
               between Huffy Corporation and certain officers and key employees,
               incorporated by reference to Exhibit (10)(aa) to Form 10-K for
               the fiscal year ended December 31, 1991

10.n           Description of financial planning and tax preparation services             *
               between Huffy Corporation and certain officers and key employees,
               incorporated by reference to Exhibit (10)(dd) to Form 10-K for
               the fiscal year ended December 31, 1993

10.o           Performance Incentive Plan of Huffy Corporation for 1997                  ***

10.p           1987 Restricted Stock Unit Agreement, dated as of January 1,               *
               1987, between Huffy Corporation and Richard L. Molen,
               incorporated by reference to Exhibit (10)(dd) to Form 10-K for
               the fiscal year ended December 31, 1991

10.q           Amendment No. 1 to 1987 Restricted Stock Unit Agreement dated              *
               July 12, 1988, between Huffy Corporation and Richard L. Molen,
               incorporated by reference to Exhibit (10)(cc) to Form 10-K for
               the fiscal year ended December 31, 1988

10.r           Amendment No. 2 to 1987 Restricted Stock Unit Agreement, dated as          *
               of April 30, 1991, between Huffy Corporation and Richard L.
               Molen, incorporated by reference to Exhibit (10)(ff) to Form 10-K
               for the fiscal year ended December 31, 1991

<FN>
  *  Indicates that the exhibit is incorporated by reference into this Annual
     Report on Form 10-K from a previous filing with the Commission.

***  Indicates that the exhibit is included as part of this Annual Report on
     Form 10-K for the year ended December 31, 1996.
</TABLE>

                                      -18-

<PAGE>   19



<TABLE>
<CAPTION>
<S>            <C>                                                                       <C>
10.s           Amendment No. 3 to 1987 Restricted Stock Unit Agreement dated as           *
               of July 12, 1991, between Huffy Corporation and Richard L. Molen,
               incorporated by reference to Exhibit (10)(gg) to Form 10-K for
               the fiscal year ended December 31, 1991

10.t           Transition/Consulting Compensation Agreement dated as of June 13,         ***
               1996, between Huffy Corporation and Richard L. Molen

10.u           Supplemental Benefit Agreement, dated as of June 21, 1996,                ***
               between Huffy Corporation and Don R. Graber

10.v           Supplemental/Excess Benefit Plan, dated as of January 1, 1988,             *
               incorporated by reference to Exhibit (10)(aa) to Form 10-K for
               the fiscal year ended December 31, 1987

10.w           First Amendment to Huffy Corporation Supplemental/Excess Benefit           *
               Plan, effective as of January 1, 1988, incorporated by reference
               to Exhibit (10)(ee) to Form 10-K for the fiscal year ended
               December 31, 1990

10.x           Second Amendment to Huffy Corporation Supplemental/Excess Benefit          *
               Plan, dated as of June 30, 1991, incorporated by reference to
               Exhibit (10)(y) to Form 10-K for the fiscal year ended December
               31, 1994

10.y           Third Amendment to Huffy Corporation Supplemental/Excess Benefit           *
               Plan, dated as of June 27, 1994, incorporated by reference to
               Exhibit (10)(2) to Form 10-K for the fiscal year ended December
               31, 1994

10.z           Fifth Amendment to Huffy Corporation Supplemental/Excess Benefit          ***
               Plan, effective as of July 15, 1996

10.aa          Huffy Corporation Master Benefit Trust Agreement as Restated,              *
               dated June 9, 1995, incorporated by reference to Exhibit 10.aa
               for Form 10-K for the fiscal year ended December 31, 1995

10.bb          First Amendment to Huffy Corporation Master Benefit Trust                 ***
               Agreement as Restated, effective as of July 25, 1996

10.cc          Huffy Corporation 1987 Director Stock Option Plan, incorporated            *
               by reference to Exhibit 19(a) to Form 10-Q for the fiscal quarter
               ended June 30, 1988

10.dd          First Amendment to Huffy Corporation 1987 Director Stock Option            *
               Plan, effective as of April 30, 1991, incorporated by reference
               to Exhibit (10)(nn) to Form 10-K for the fiscal year ended
               December 31, 1991

10.ee          Second Amendment to Huffy Corporation 1987 Director Stock Option           *
               Plan, effective as of December 15, 1991, incorporated by
               reference to Exhibit (10)(oo) to Form 10-K for the fiscal year
               ended December 31, 1991

10.ff          Third Amendment to Huffy Corporation 1987 Director Stock Option           ***
               Plan, effective as of February 15, 1996

<FN>
  *  Indicates that the exhibit is incorporated by reference into this Annual
     Report on Form 10-K from a previous filing with the Commission.

***  Indicates that the exhibit is included as part of this Annual Report on
     Form 10-K for the year ended December 31, 1996.
</TABLE>

                                      -19-

<PAGE>   20



<TABLE>
<CAPTION>
<S>            <C>                                                                       <C>
10.gg          Huffy Corporation 1988 Stock Option Plan and Restricted Share              *
               Plan, as amended, incorporated by reference to Exhibit 19(b) to
               Form 10-Q for the fiscal quarter ended June 30, 1988; to Exhibit A
               to the Company's Proxy Statement dated March 13, 1992 for the
               Annual Meeting of Shareholders held April 24, 1992; and to Annex I
               to the Company's Proxy Statement dated March 7, 1996 for the
               Annual Meeting of Shareholders held April 26, 1996

10.hh          Huffy Corporation 1990 Directors' Retirement Plan incorporated by          *
               reference to Exhibit (10)(qq) to Form 10-K for the fiscal year
               ended December 31, 1991

10.ii          First Amendment to Huffy Corporation 1990 Directors' Retirement           ***
               Plan, effective as of February 15, 1996

10.jj          Second Amendment to Huffy Corporation 1990 Directors' Retirement          ***
               Plan, effective as of February 15, 1996

10.kk          Description of Huffy Corporation Executive Automobile Policy               *
               incorporated by reference to Exhibit 10(ii) to Form 10-K for the
               fiscal year ended December 31, 1994

<FN>
  *  Indicates that the exhibit is incorporated by reference into this Annual
     Report on Form 10-K from a previous filing with the Commission.

***  Indicates that the exhibit is included as part of this Annual Report on
     Form 10-K for the year ended December 31, 1996.
</TABLE>

                                      -20-

<PAGE>   21


                                  OTHER FILINGS
                                  -------------
<TABLE>
<CAPTION>
<S>            <C>                                                                       <C>
13.            Certain sections of the Annual Report to Shareholders for fiscal          ***
               year ended December 31, 1996

19.            Schedule of certain documents substantially identical to filed            ***
               documents with parties thereto and other material differing
               details

22.            List of all direct and indirect Subsidiaries of the registrant:

</TABLE>
<TABLE>
<CAPTION>
                                                         Jurisdiction in  
               Name of Subsidiary                      which Incorporated 
               ------------------                      ------------------ 
                                                                          
             <S>                                     <C> 
               Gerry Baby Products Company             Delaware           
               Hufco Company                           Colorado           
               Huffy FSC, Inc.                         Virgin Islands     
               Huffy International Finance, N.V.       Netherland Antilles
               Huffy Service First, Inc.               Ohio               
               Gerry Wood Products Company             Wisconsin          
               Snugli-Canada, Ltd.                     British Columbia, Canada
               The Huffman Manufacturing Company       Ohio               
               True Temper Hardware Company            Ohio               
               True Temper Limited                     Whites Cross, Cork, Ireland
               Washington Inventory Service            California         
               
27.            Financial Data Schedules                                                  ***
<FN>


  *  Indicates that the exhibit is incorporated by reference into this Annual
     Report on Form 10-K from a previous filing with the Commission.

***  Indicates that the exhibit is included as part of this Annual Report on
     Form 10-K for the year ended December 31, 1996.
</TABLE>

                                      -21-