<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 [FEE REQUIRED]

                 For the fiscal year ended December 31, 1995

                                     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:  (513) 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 February 29, 1996, was $142,671,617.

The number of shares outstanding of each of the registrant's classes of Common
Stock, as of February 29, 1996, was 13,481,066.

                 "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, 1995.  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 26, 1996, definitive copies of which have been
       filed with the Commission.  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; Waukesha 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 12"  and 16" bicycles and
         juvenile indoor basketball units, represented 20.7 percent, 21.0
         percent, and 19.8 percent of consolidated revenues of the Company for
         the years ended December 31, 1995, 1994, and 1993.  Sales of adult
         bicycles represented 33.8 percent, 36.9 percent, and 41.3 percent of
         consolidated revenues of the Company for the years ended December 31,
         1995, 1994, and 1993.  Sales of adult basketball backboards, poles,
         goals and related products represented 12.2 percent and 10.8  percent
         of consolidated revenues of the Company for the years ended December
         31, 1995 and 1994.  Sales of lawn and garden tools represented 12.4
         percent, 12.1 percent, and 13.6 percent of consolidated revenues of
         the Company for the years ended December 31, 1995, 1994, and 1993.
         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, 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





                                      -3-
<PAGE>   4
         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 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; and a series of popular
         children's 12" and 16" sidewalk bicycles.  Huffy(R) bicycles are
         extensively advertised and are sold predominantly through national and
         regional high volume retailers, a distribution network accounting for
         approximately 75 to 80 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 Waukesha, 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 81 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.





                                      -4-
<PAGE>   5
         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.

         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 U.S.
              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





                                      -5-
<PAGE>   6
               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.

         SERVICES FOR RETAIL

         Huffy Service First, Inc. ("HSF") and Washington Inventory Service
         ("WIS") each provide certain services to retailers.  Inventory,
         assembly, repair and merchandise services provided by WIS and HSF to
         their customers represented 20.9 percent, 19.2 percent, and 15.8
         percent of consolidated revenues of the Company for the years ended
         December 31, 1995, 1994, and 1993, 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, Canada and the Virgin
               Islands by providing in-store assembly, repair, and 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





                                      -6-
<PAGE>   7
               is deemed significant.  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, 1995, 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, 1995, was
8,144 (3,388 employed by the Consumer Products Segment and 4,756 employed by
the Services for Retail Segment).

ITEM 2.  PROPERTIES:  Location and general character of the principal plants
         and other materially important physical properties of the Company as
         of January 1, 1996.

<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                          47,000                2003(4)
                                       facilities (Corporate and
                                       Consumer Products)

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

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

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

</TABLE>



                                                                       -7-
<PAGE>   8
                                               
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Owned or
                                                                                                                     Expiration
                                                      Building                                      Area                Date
Location                                             Description                                  (Sq. Ft.)          of Lease   

-------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                                          <C>                <C>
Suring, Wisconsin                                    Offices and manufacturing                    140,000            Owned 
                                                     facility (Consumer Products)                                             

Waukesha, Wisconsin                                  Offices and manufacturing                    123,500            2001(5)
                                                     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.

(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 on 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.

</TABLE>

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; Harrisburg, Pennsylvania; and Waukesha, Wisconsin manufacturing
facilities normally operate on a two full shift basis.  The Thornton, Colorado;
and Whites Cross, Cork, Ireland, manufacturing facilities normally operate on a
one full shift basis.

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.





                                      -8-
<PAGE>   9
                                   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 are incorporated herein by reference to pages
27 and 29 and notes 5 and 6 to the consolidated financial statements on pages
21 and 22 of the Company's Annual Report to Shareholders for the year ended
December 31, 1995.

ITEM 6.  SELECTED FINANCIAL DATA

Selected unaudited financial data for each of the last 10 calendar years are
incorporated herein by reference to pages 8 and 9 of the Company's Annual
Report to Shareholders for the year ended December 31, 1995.

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

Discussion and analysis of financial condition and results of operations are
incorporated herein by reference to pages 11 through 13, and note 4 to the
consolidated financial statements on pages 20 and 21 of the Company's Annual
Report to Shareholders for the year ended December 31, 1995.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial information included in the Company's Annual Report to
Shareholders for the year ended December 31, 1995, is set forth on pages 10 and
14 through 27 thereof and is 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
incorporated herein by reference to the section entitled ELECTION OF DIRECTORS
and the table therein contained in the Company's Proxy Statement for its 1996
Annual Meeting of Shareholders.

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, 1996, were as follows:





                                     -9-
<PAGE>   10

                                                              
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
Name                                Age              Position                                    Officer Since
----------------------------------------------------------------------------------------------------------------
 
<S>                                 <C>              <C>                                         <C>
Thomas A. Frederick                 41               Vice President - Finance and                December, 1994
                                                     Chief Financial Officer                         

Timothy G. Howard                   49               Vice President - Controller                 September, 1978

Nancy A. Michaud                    49               Vice President - General                    February, 1993
                                                     Counsel and Secretary

Richard L. Molen                    55               Chairman of the Board,                      January, 1979
                                                     President and Chief Executive
                                                     Officer

Pamela J. Whipps                    42               Vice President - Treasurer                  February, 1994

</TABLE>

Prior to being elected an Executive Officer in December, 1994, Mr. Frederick
was President and General Manager of Huffy Service First, Inc.  from 1992;
prior thereto, he served as Vice President - Controller of Huffy Service First,
Inc. from 1990 to 1992.  Prior to being elected Vice President - General
Counsel and Secretary, Ms. Michaud was Vice President - General Counsel and
Assistant Secretary of the Company from February, 1994 to July, 1994; prior
thereto, Ms. Michaud was General Counsel and Assistant Secretary of the Company
from February, 1993 to February, 1994; prior thereto, Ms. Michaud served as
Senior Counsel of the Company.  Prior to being elected Chairman of the Board,
President and Chief Executive Officer of the Company in 1994, Mr. Molen was
President and Chief Executive Officer of the Company from 1993 to 1994; 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 from February, 1994 to November,
1994; prior thereto, Ms. Whipps served as Assistant Treasurer and Manager
Investor Relations of the Company from 1990 to February, 1994.

ITEM 11.    EXECUTIVE COMPENSATION

Information on executive compensation is incorporated by reference to the
sections entitled EXECUTIVE COMPENSATION and the tables therein, contained on
pages 11 through 14 in the Company's Proxy Statement for its 1996 Annual
Meeting of Shareholders.  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 REPORT OF
COMPENSATION COMMITTEE which begins on page 8 and ends on page 10 and the graph
which is set forth on page 14 in the Company's Proxy Statement for its 1996
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 February 1, 1996,
is incorporated herein by reference to the section entitled SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, and the table therein, contained
on pages 6 through 8 in the Company's Proxy Statement for its 1996 Annual
Meeting of Shareholders.





                                     -10-
<PAGE>   11
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information on certain transactions with management is incorporated herein by
reference to the section entitled CERTAIN RELATIONSHIPS AND OTHER RELATED
TRANSACTIONS contained on page 11 in the Company's Proxy Statement for its 1996
Annual Meeting of Shareholders.

                                    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:

                     Consolidated Balance Sheets as of December 31, 1995, and
                     1994.

                     Consolidated Statements of Operations for the years ended
                     December 31, 1995, 1994, and 1993.

                     Consolidated Statements of Cash Flows for the years ended
                     December 31, 1995, 1994, and 1993.

                     Consolidated Statements of Shareholders' Equity for the 
                     years ended December 31, 1995, 1994, and 1993.

                     Notes to Consolidated Financial Statements.

             The Annual Report to Shareholders for the year ended December 31,
             1995, 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, 1995, 1994, and 1993.

             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, 1995, 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.

<TABLE>
<CAPTION>                              
HUFFY CORPORATION                      
<S>                                               <C>
By /s/ Richard L. Molen                           Date:  March 19, 1996
  --------------------------                                         
     Richard L. Molen                  
     Chairman of the Board, President  
     and Chief Executive Officer       

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/ Richard L. Molen                              Date:  March 19, 1996
----------------------------                                         
Richard L. Molen                                     
Chairman of the Board, President and   
Chief Executive Officer and Director   
(Principal Executive Officer)          
                                       
                                       
/s/ Thomas A. Frederick                           Date:  March 19, 1996
----------------------------                                         
Thomas A. Frederick                    
Vice President - Finance and Chief     
Financial Officer (Principal           
Financial Officer)                     
                                       
                                       
/s/ Timothy G. Howard                             Date:  March 19, 1996
----------------------------                                   
Timothy G. Howard                                             
Vice President - Controller            
(Principal Accounting Officer)         
                                       
                                       
/s/ Thomas D. Gleason                             Date:  February 14, 1996
----------------------------
Thomas D. Gleason, Director            
                                       
                                       
/s/ William K. Hall                               Date:  February 14, 1996
---------------------------                                        
William K. Hall, Director              
                                       
                                       
/s/ Stephen P. Huffman                            Date:  February 14, 1996
---------------------------
Stephen P. Huffman, Director           
                                       
                                       
/s/ Linda B. Keene                                Date:  February 14, 1996
---------------------------                                        
Linda B. Keene, Director               



</TABLE>

                                     -12-
<PAGE>   13
<TABLE>
<S>                                     <C>   
/s/ Jack D. Michaels                       Date:  February 14, 1996
----------------------------                                 
Jack D. Michaels, Director     
                               
                               
/s/ Donald K. Miller                       Date:  February 14, 1996
----------------------------                                 
Donald K. Miller, Director     
                               
                               
/s/ James F. Robeson                       Date:  February 14, 1996
----------------------------                                 
James F. Robeson, Director     
                               
                               
/s/ Patrick W. Rooney                      Date:  February 14, 1996
----------------------------                                 
Patrick W. Rooney, Director    
                               
                               
/s/ Geoffrey W. Smith                      Date:  February 14, 1996
----------------------------                                 
Geoffrey W. Smith, Director    
                               
                               
/s/ Thomas C. Sullivan                     Date:  February 14, 1996
---------------------------
Thomas C. Sullivan, Director   
                               
                               
/s/ Fred G. Wall                           Date:  February 14, 1996
----------------------------                                 
Fred G. Wall, Director         

</TABLE>




                                     -13-
<PAGE>   14

                         INDEPENDENT AUDITORS' REPORT
                         ----------------------------

                        ON FINANCIAL STATEMENT SCHEDULE
                        -------------------------------

The Board of Directors,
Huffy Corporation:

Under date of February 15, 1996, we reported on the consolidated balance sheets
of Huffy Corporation and subsidiaries as of December 31, 1995, and 1994, 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,
1995, as contained in the 1995 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 1995.  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 15, 1996        ____________________________


                         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, 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 15, 1996, relating to the consolidated
balance sheets of Huffy Corporation and subsidiaries as of December 31, 1995
and 1994 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, 1995, which report appears in the 1995 Annual Report to
Shareholders, which is incorporated by reference in the Company's 1995 Annual
Report on Form 10-K and our report dated February 15, 1996, relating to the
financial statement schedule for each of the years in the three-year period
ended December 31, 1995, which report appears in the Company's 1995 Annual
Report on Form 10-K.  Our report refers to a change in the method of accounting
for postemployment benefits in 1993.

                                               /s/ KPMG Peat Marwick LLP
                                               ------------------------
                                                  KPMG PEAT MARWICK LLP 

Cincinnati, Ohio
March 18, 1996





                                     -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, 1995                   $1,783                     726                     (720)             1,789

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

     Year ended December 31, 1993                   $2,208                   1,921                   (1,747)             2,382
                                            
   Inventory obsolescence:                  
                                            
     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

     Year ended December 31, 1993                   $1,108                   7,430[1]                (2,367)             6,171[1]
                                            
   Reserves which support the balance sheet 
   caption, Reserves                        
   Restructuring Reserve:                   
                                            
     Year ended December 31, 1995                   $2,033                   2,152[2]                (2,355)            1,830

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

     Year ended December 31, 1993                      -0-                   9,296[3]                  -                9,296

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

------------
<FN>

[1]Includes $4,080 of charges for estimated obsolete inventory as a result of the decision to restructure the Company's lawn and 
   garden tools business.
[2]Represents net restructure charge for personnel reductions and the negotiation of a concessionary labor contract.  
[3]Represents estimated charges relating to the restructuring of the Company's lawn and garden tools business.
  
</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                               ***
        
   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, 1995.
</TABLE>





                                     -16-

<PAGE>   17
<TABLE>

     <S>               <C>                                                                                  <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              Deferred Compensation Agreement For Director, as amended, between                     *
                       Huffy Corporation and certain of its directors, in substantially
                       the forms incorporated by reference to Exhibit (x) to Form 10-K for
                       the fiscal year ended June 27, 1980, as amended, and to Exhibit (1)
                       to Form 10-Q for the fiscal quarter ended September 23, 1983

     10.f              Form of Amendment to Deferred Compensation Agreement For Director,                    *
                       as amended, dated as of April 30, 1991, between Huffy Corporation
                       and a director, incorporated by reference to Exhibit (10)(o) to
                       Form 10-K for the fiscal year ended December  31, 1991

     10.g              Form of Deferred Compensation Agreement for Director, incorporated                    *
                       by reference to Exhibit (10)(p) 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, 1995.

</TABLE>




                                     -17-
<PAGE>   18
<TABLE>
   <S>                <C>                                                                                  <C>
   10.h               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.i               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.j               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.k               Long Term Incentive Compensation Program                                             ***

   10.l               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.m               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.n               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.o               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.p               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
-------------
<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, 1995.

</TABLE>




                                     -18-
<PAGE>   19
<TABLE>
    <S>                <C>                                                                                  <C>
    10.q               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.r               Profit Sharing Bonus Plan of Huffy Corporation for 1995                              ***

    10.s               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.t               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.u               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

    10.v               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.w               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.x               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.y               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.z               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.aa              Huffy Corporation Master Benefit Trust Agreement as Restated, dated                  ***
                       June 9, 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, 1995.
</TABLE>





                                     -19-
<PAGE>   20
<TABLE>
  <S>                <C>                                                                                    <C>
  10.bb              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.cc              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.dd              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.ee              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, and to Exhibit A to the
                     Company's Proxy Statement dated March 13, 1992 for the Annual
                     Meeting of Shareholders held April 24, 1992

  10.ff              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.gg              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
OTHER FILINGS
-------------

  13                 Certain sections of the Annual Report to Shareholders for fiscal                       ***
                     year ended December 31, 1995

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


------------
<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, 1995.
</TABLE>





                                     -20-
<PAGE>   21
<TABLE>
<CAPTION>
 
      
<S>                        <C>                                         <C>                                    <C>  
22                          List of all direct and indirect Subsidiaries of the registrant:                   

                                                                         Jurisdiction in
                           Name of Subsidiary                          which Incorporated
                           ------------------                          ------------------
      
                           Gerry Baby Products Company                 Delaware
                           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, 1995.

</TABLE>




                                     -21-