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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 FORM 10-Q/A2
    

X            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
--                        SECURITIES EXCHANGE ACT OF 1934
               For the quarterly period ended September 28, 1996

                                       OR

__            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                             SECURITIES ACT OF 1934


                         Commission File Number 0-24884


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


                 DELAWARE                        06-0871823
     (State or other jurisdiction of          (I.R.S. Employer
     incorporation or organization)          Identification No.)


                 9 BROOKSIDE PLACE, GEORGETOWN, CT 06829-0122
          (Address of principal executive offices, including zip code)

                                 (203) 544-9800
              (Registrant's telephone number, including area code)


Indicate by check marke 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), Yes  X    No    
                                                   ---     --- 
and (2) has been subject to such filing requirements for the past 90 days   
Yes  X    No    .
    ---     ---                             

The number of shares outstanding of the issuer's Common Stock, $.01 par value,
as of November 7, 1996 was 8,613,909.


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                           PART II OTHER INFORMATION

                                                                        Page
                                                                        ----
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a) Exhibit Index                                                 3

        (b) Reports on Form 8-K
                None



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                                   SIGNATURES


Pursuant to the requirements 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.


                                        CANNONDALE CORPORATION


Date: January 13, 1997                  /s/ William A. Luca
                                        ------------------------------
                                        William A. Luca
                                        Vice President of Finance, Treasurer
                                        and Chief Financial Officer
                                        (Principal Financial Officer
                                        and authorized signatory)


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                               INDEX TO EXHIBITS


EXHIBIT 
NUMBER                          DESCRIPTION
-------                         -----------


10.65                   Standard Form of Agreement between Owner and
                        Design/Builder between Cannondale Corporation and
                        Sandvick Associates, Inc. dated August 30, 1996
                        (Corporate Office and R & D Facility)       



10.66                   Standard Form of Agreement between Owner and
                        Design/Builder between Cannondale Corporation and
                        Sandvick Associates, Inc. dated August 30, 1996
                        (Warehouse and Office Expansion)       






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