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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-Q/A


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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                                   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: November 13, 1996                 /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
-------                         -----------

10.28.2         Credit Agreement between Cannondale Europe B.V. and ABN AMRO
                Bank N.V. dated June 20, 1996.

10.63*          Contract Sale dated September
                29, 1996, between Cannondale
                Corporation and Sandvick
                Associates, Inc., together with
                Assignment and Assumption
                Agreement dated as of September
                30, 1996, between Sandvick 
                Associates, Inc., and Nantucket
                Roost Associates, LLC.

10.64*          Agreement of Lease dated as of
                October 4, 1996, between
                Nantucket Roost Associates, LLC
                and Cannondale Corporation

11*             Statement re; Computation of
                Earnings per Common Share

27*             Financial Data  Schedule

* Previously filed.