<PAGE>   1
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

(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, 1997

                                       or

   [   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
                                TO
           --------------------    ------------------

                         Commission File Number: 0-22352

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

                              HOLOPHANE CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

<TABLE>
<CAPTION>
<S>                                                       <C>
          DELAWARE                                         31-1288751
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

      250 EAST BROAD STREET
            SUITE 1400
           COLUMBUS, OHIO                                     43215
(Address of principal executive offices)                    (Zip Code)
</TABLE>


       Registrant's telephone number, including area code: (614) 224-3134

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

        Securities registered pursuant to Section 12(b) of the Act: NONE

       Securities registered pursuant to Section 12(g) of the Act:
                     COMMON STOCK, $.01 PAR VALUE PER SHARE

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

     Indicate by check mark whether the registrant (1) has filed all reports to
be filed by Section 13 or Section 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, to the best knowledge of the registrant,
in definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment of this Form 10-K. [x]

     The aggregate market value of the voting stock held by non-affiliates of
the registrant as of March 10, 1998 was approximately $252,747,425.

     The number of shares outstanding of registrant's Common Stock as of March
10, 1998: 10,990,200.

     Documents incorporated by reference: The Annual Report to Stockholders and
the definitive Proxy Statement of Holophane Corporation relating to the 1998
Annual Meeting of Stockholders are incorporated by reference in Parts II and III
hereof.




<PAGE>   2



                                     PART I

ITEM 1. BUSINESS

     Holophane Corporation, a Delaware corporation, and its subsidiaries
(collectively "Holophane"), was formed in May 1989 to acquire substantially all
of the assets and capital stock of the Holophane Lighting Division of Manville
Sales Corporation and related entities.

     Holophane, whose operations date back to 1895, is a vertically integrated
manufacturer and marketer of highly engineered lighting fixtures and systems for
a wide range of industrial, commercial and outdoor applications. Holophane
provides a variety of standard and specialized fixtures for both interior and
exterior lighting needs.

     Holophane sells products in the industrial, outdoor and
commercial/institutional markets of the lighting industry. Holophane markets its
products in North America, Europe, Latin America and Asia/Pacific in both the
new construction and retrofit markets. Holophane focuses its sales efforts at
the design phase of a lighting project by targeting end-users and specifiers who
are directly involved in the construction process, including architectural,
engineering and electrical contracting firms and distributors.

PRODUCTS

     Holophane manufactures and sells a series of industrial fixtures designed
to light large indoor spaces with high ceilings and also for facilities with
large pieces of equipment and lighting required at various mounting heights.
Holophane also produces numerous products tailored to highly specific
applications including hazardous location and explosion proof lighting.

     Holophane manufactures outdoor area lighting products for highway
interchanges, tunnels and for other outdoor projects requiring large areas to be
illuminated. Holophane products are also used to light advertising billboard
signs, highway signs and building facades. In addition, Holophane produces
architectural specialty lighting for downtown renovations and housing
developments.

     Holophane produces a line of commercial/institutional lighting products
designed for medium height applications where reflected light from the ceiling
can supplement the direct prismatic light source. Holophane also manufactures a
broad line of specialty fluorescent fixtures with an emphasis on optical
performance. Many of Holophane's industrial fixtures are also used in
commercial/institutional applications.

     In addition, Holophane also produces an array of glass refractors for
street lighting fixtures and injection molded lenses designed to be used in
fluorescent fixtures.




                                        2

<PAGE>   3



MANUFACTURING

     Holophane is a vertically integrated manufacturer with the capability to
produce glass, ballasts, injection molded plastic and cast aluminum components.
Holophane has four U.S. manufacturing facilities located in Ohio and two located
in Texas. Holophane operates light manufacturing, assembly and warehousing
facilities in Milton Keynes, England. Holophane also operates an aluminum
foundry in Matamoros, Mexico.

RAW MATERIALS

     Holophane's principal raw materials are aluminum, steel and copper.
Holophane avoids some of the price volatility of these materials by purchasing
most of its requirements through annual contracts. Holophane does not rely on
any single supplier for these materials and believes it has the ability to
quickly switch sources for any of these materials should the need arise.

RESEARCH AND DEVELOPMENT

     New product development is an integral part of Holophane. State of the art
facilities, located in Newark, Ohio, include optical, photometric, thermal,
electrical and environmental laboratories. Costs associated with research and
development were $6.0 million in 1997, $5.5 million in 1996 and $5.6 million in
1995.

EMPLOYEES

     Holophane had an average of approximately 1,708 employees during 1997.
Approximately 399 employees are represented by the American Flint Glass Workers
Union (the "AFGWU"), the International Brotherhood of Electrical Workers (the
"IBEW") or the United Automobile Workers (the "UAW"). The IBEW contract expires
April 1, 1999; the AFGWU contract expires August 3, 1998; and the UAW contract
expires May 2, 1999.

CUSTOMERS

     No single customer has accounted for more than 3% of Holophane's net sales
in any year. Consequently, Holophane believes that the loss of any one customer
would not have a material adverse effect on its net sales.

COMPETITION

     The lighting industry is highly competitive. Holophane's competitors
include lighting manufacturers of all sizes, some of which have substantially
greater resources than those of Holophane. Holophane competes in the premium
quality tier of the lighting market which consists of specialized products
characterized by higher value and lower unit sales. Most of Holophane's
competitors focus on commodity products.

                                        3

<PAGE>   4



BACKLOG

     Backlog represents booked orders which are believed by Holophane to be
firm. At February 28, 1998, total order backlog was $38.8 million compared to
$38.1 million at February 28, 1997.

SEASONALITY

     Due to the typically increased level of construction activity in the third
quarter, Holophane has historically experienced modestly greater net sales in
the second half of its fiscal year.

TRADEMARKS, LICENSING AGREEMENTS AND PATENTS

     Holophane owns all of the rights to the principal trademarks used in its
domestic business and in the international markets in which it participates.
Holophane's principal trademarks are registered in the U.S. and in many other
countries, and Holophane considers protection of such trademarks to be important
to its business.

     Holophane does not own the "HOLOPHANE" trademark in France, but has rights
in its use.

     An unaffiliated Australian company owns trademark registrations for the
"HOLOPHANE" trademark in Australia and New Zealand. Lighting products
manufactured by the Company are marketed under the "Unique Lighting Solutions"
trademark through a joint venture arrangement among Holophane Australia
Corporation Pty. Ltd., a wholly-owned subsidiary of the Company, and two
unaffiliated third parties in Australia.

     Holophane S.A. de C.V. ("Holophane Mexico"), an unaffiliated company, has a
license to manufacture and sell specified lighting products under certain
Holophane trademarks, including the "HOLOPHANE" trademark, in Mexico and other
Latin American countries. In connection with such licenses, Holophane is
obligated to provide technological and engineering information and assistance to
Holophane Mexico relating to the lighting products that are the subject of the
licenses. The licenses and rights of Holophane Mexico generally will expire on
December 31, 2002.

     In addition, Holophane owns many patents relating to the design of certain
of its products, including sign lighting, area lighting and street lighting
products. Active patents have remaining lives ranging from one year to 17 years.

INTERNATIONAL OPERATIONS

     Net sales of the European operations were L14.6 million ($23.9 million) in
1997, L14.9 million ($23.4 million) in 1996 and L14.6 million ($23.1 million) in
1995. Net sales of

                                        4

<PAGE>   5



other foreign operations were $9.7 million in 1997, $9.6 million in 1996 and
$13.4 million in 1995. With the exception of fluctuation in foreign currencies,
the Company does not believe that these operations are subject to risks which
are significantly different from those of domestic operations.

ENVIRONMENTAL

     Holophane's operations are subject to federal, state and local regulatory
requirements relating to environmental protection. Compliance with these
requirements has not had a material effect upon Holophane's capital expenditure
program. It is not anticipated that Holophane will have material capital
expenditures for environmental control facilities during the next fiscal year.

ITEM 2.   PROPERTIES

     The following sets forth information regarding the Company's manufacturing
and warehouse facilities:

<TABLE>
<CAPTION>
                                            PRIMARY                                  SQUARE
LOCATION                                    FUNCTION                                 FEET
--------------------------------------------------------------------------------------------
UNITED STATES:
--------------
<S>                                         <C>                                     <C>
Newark, OH                                   Manufacturing                           352,000
Springfield, OH                              Manufacturing                            46,000
Pataskala, OH                                Manufacturing                            32,000
Utica, OH                                    Manufacturing                           119,000
Austin, TX                                   Manufacturing                            52,000
Brownsville, TX                              Assembly                                 15,000

MEXICO:
-------
Matamoros                                    Manufacturing                           208,000

UK:
---
Milton Keynes                                Manufacturing                            44,000
Milton Keynes                                Warehouse                                10,000
</TABLE>

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

     The Company's manufacturing and warehouse facilities are all owned, except
for the 10,000 square foot Milton Keynes warehouse and the Brownsville facility.
These facilities are all located in appropriately designed buildings which are
kept in good repair. The facilities have well maintained equipment and
sufficient capacity to produce present volumes.


                                        5

<PAGE>   6



     The principal executive offices of the Company are located in approximately
5,400 square feet of space at 250 East Broad Street, Columbus, Ohio 43215 and
are occupied pursuant to a lease which expires in July 1999.

     The Company also leases sales offices and warehouse facilities in a number
of major cities or suburbs, including Norcross, Georgia; Houston, Texas; San
Bruno and Los Angeles, California; Dearborn, Michigan; Minneapolis, Minnesota;
Montvale, New Jersey; Newark, Ohio; and Buda, Texas. The leases expire from
October 1, 1998 to December 31, 2000.

     The Company also leases approximately 4,500 square feet of office space in
Brampton, Ontario, Canada. The lease expires December 31, 2000.

     Substantially all of the properties and other assets owned by the Company
are, and will continue to be, pledged to various lenders.

ITEM 3. LEGAL PROCEEDINGS

     The Company, from time to time, is involved in routine litigation
incidental to its business. However, the Company is not a party to any material
legal proceeding, nor, to the Company's knowledge, has any material legal
proceeding been threatened against it.

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

        None.

EXECUTIVE OFFICERS

     The following table sets forth the names and ages of the Company's
executive officers and the positions they hold with the Company:

<TABLE>
<CAPTION>
NAME                                        AGE                            POSITION WITH COMPANY
----                                        ---                            ---------------------
<S>                                        <C>                          <C>
John R. DallePezze..................        54                           Director, Chairman of the
                                                                         Board, President and Chief
                                                                         Executive Officer

Bruce A. Philp......................        46                           Vice President, Finance,
                                                                         Chief Financial Officer
                                                                         and Secretary


John W. Harvey......................        52                           Vice President, Manufacturing

S. Lee Keller.......................        50                           Vice President, Sales
</TABLE>



                                        6

<PAGE>   7


<TABLE>
<CAPTION>
NAME                                        AGE                           POSITION WITH COMPANY
----                                        ---                           ---------------------
<S>                                        <C>                        <C>
Robert P. St. Germain...............         48                        Vice President, Marketing

Robert E. Taylor....................         52                        Vice President, Human Resources

Timothy Weisert.....................         52                        Vice President, Research and
                                                                       Development
</TABLE>


     Mr. DallePezze has been a Director, President and Chief Executive Officer
of the Company since he joined the Company in October 1989 and Chairman of the
Board since February 1992. Prior to joining the Company, Mr. DallePezze served
from 1983 to 1989 as President of the McCullough Division of N.L. Industries
Inc. and Western Atlas International Inc. Prior to 1983, Mr. DallePezze served
as General Manager of the Lighting Products Division of Corning Inc. Mr.
DallePezze serves as a director of Belden, Inc., a wire and cable manufacturer.

     Mr. Philp has served as Vice President, Finance, Chief Financial Officer
and Secretary since July 1989. From January 1988 through July 1989, Mr. Philp
was Director of Finance and Administration for the Holophane Division of
Manville and prior to that held various other finance positions within Manville,
beginning with the Holophane Division in 1974.

     Mr. Harvey has served as Vice President, Manufacturing since July 1989. Mr.
Harvey joined Holophane in 1971 and served in various management positions in
engineering, and research and development and manufacturing from 1971 through
July 1989.

     Mr. Keller has served as Vice President, Sales since July 1989. Mr. Keller
joined Holophane in 1970 and was Regional Sales Manager from July 1985 through
January 1988 and National Sales Manager from January 1988 through July 1989.

     Mr. Taylor has served as Vice President, Human Resources since July 1989.
From June 1987 through July 1989 Mr. Taylor served as Manager, Human Resources
for the Holophane Division of Manville and was a Director of Human Resources for
Gulf Oil Corporation from 1985 until he joined the Holophane Division in June
1987.

     Mr. St. Germain has served as Vice President, Marketing since October 1996.
Prior to joining Holophane, Mr. St. Germain served from 1990 to 1996 as Vice
President, Marketing and Strategic Planning at Northrop Grumman. Mr. St. Germain
served as Assistant to the President at Grumman Allied Industries, Inc. from
1988 to 1990. Mr. St. Germain served from 1986 to 1988 as Market Planning
Manager at Grumman Systems Support, Inc., a subsidiary of Grumman Allied
Industries, Inc.

     Mr. Weisert has served as Vice President, Research and Development since
July 1989. Mr. Weisert served as Director of Research and Development for the
Holophane Division of Manville from July 1988 through July 1989 and held various
other positions in research and development since joining the Holophane Division
in 1978.



                                        7

<PAGE>   8



                                     PART II

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

     The information required by Item 5 of Part II is set forth under the
caption "Quarterly Results of Operations" on page 8 of the 1997 Annual Report to
Stockholders of Holophane Corporation and is incorporated herein by reference.

     A recent last sales price for the shares of Common Stock as reported by
Nasdaq was $23.875 on March 25, 1998. On March 10, 1998, there were
approximately 2,300 holders of Common Stock, based upon the number of holders of
record and the number of individual participants in certain security position
listings.

     No dividends on Common Stock were paid during 1997 or 1996 and the Company
does not anticipate paying cash dividends on its Common Stock in the foreseeable
future. Additional information on the Company's dividend payment limitations
appears in note 5 to the consolidated financial statements on pages 13 and 14 of
the 1997 Annual Report to Stockholders of Holophane Corporation.

ITEM 6. SELECTED FINANCIAL DATA.

     The information required by Item 6 of Part II is set forth under the
caption "Financial History" on page 20 of the 1997 Annual Report to Stockholders
of Holophane Corporation and is incorporated herein by reference.

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

     The information required by Item 7 of Part II is set forth under the
caption "Management Discussion and Analysis" on pages 18 and 19 of the 1997
Annual Report to Stockholders of Holophane Corporation and is incorporated
herein by reference.

     The Company wishes to take advantage of the safe harbor provisions included
in the Private Securities Litigation Reform Act of 1995. Accordingly, except for
the historical information contained herein, the matters set forth in this and
other filings constitute forward-looking statements that are dependent on
certain risks and uncertainties. Any forward-looking statements made by the
Company herein and in future reports and statements are not guarantees for
future performance, and actual results may differ materially from those in such
forward-looking statements as a result of various factors. These factors
include, but are not limited to weather conditions, the general state of the
national economy, competitive, technological, environmental or governmental
factors affecting the Company's operations, markets, services and related
products, prices and other risk factors detailed in the Company's Securities
Exchange Act of 1934 filings.




                                        8

<PAGE>   9



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The Company's consolidated balance sheets as of December 31, 1997 and 1996
and the consolidated statements of income, stockholders' equity and cash flows
for each of the years ended December 31, 1997, 1996 and 1995, and the related
notes to the consolidated financial statements, together with the independent
auditors' report thereon appear on pages 8 through 17 of the 1997 Annual Report
to Stockholders of Holophane Corporation and is incorporated herein by
reference.

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

                  None.

                                        9

<PAGE>   10



                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     The information required by Item 10 of Part III is incorporated herein by
reference from pages 4 through 6 of Part I included herein and from the
definitive Proxy Statement of Holophane Corporation under the caption "Item 1 -
Election of Directors."

ITEM 11. EXECUTIVE COMPENSATION.

     The information required by Item 11 of Part III is incorporated herein by
reference to the definitive Proxy Statement of Holophane Corporation under the
caption "Executive Compensation."

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The information required by Item 12 of Part III is incorporated herein by
reference to the definitive Proxy Statement of Holophane Corporation under the
caption "Stock Ownership."

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     None.

                                       10

<PAGE>   11



                                     PART IV

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

          (a)  The following financial statements required to be included in
               items 8 and 14 (a) (1) are incorporated by reference from pages
               [8] through [17] of the 1997 Annual Report to Stockholders:

               Consolidated Statements of Income for the Years Ended
                 December 31, 1997, 1996 and 1995
               Consolidated Balance Sheets as of December 31, 1997 and 1996
               Consolidated Statements of Cash Flows for the Years Ended
                 December 31, 1997, 1996 and 1995
               Consolidated Statements of Stockholders' Equity for the Years
                 Ended December 31, 1997, 1996 and 1995
               Independent Auditors' Report
               Notes to Consolidated Financial Statements for the Years Ended
                 December 31, 1997, 1996 and 1995

          (b)  Reports on Form 8-K.

               No reports on Form 8-K were filed by the registrant in the last
               quarter of the 1997 fiscal year.

          (c)  Exhibits:

               3.1  Restated Certificate of Incorporation of the Company.
                    (Incorporated by reference to Exhibit 3.1 to the Company's
                    Registration Statement on Form S-1, No. 33-68116.)

               3.2  Bylaws of the Company. (Incorporated by reference to Exhibit
                    3.2 to the Company's Registration Statement on Form S-1, No.
                    33- 68116.)

               10.1 Employment Agreement dated as of August 30, 1993 among
                    Holophane Lighting, Inc., the Company and John R.
                    DallePezze. (Incorporated by reference to Exhibit 10.7 to
                    the Company's Registration Statement on Form S-1, No.
                    33-68116.)

               10.2 Termination Benefits Agreement dated as of September 15,
                    1993 among Holophane Lighting, Inc., the Company and Bruce
                    Philp. (Identical agreements were entered into with John S.
                    Forbes, John W. Harvey, S. Lee Keller, Robert P. St.
                    Germain, Robert E. Taylor, Timothy Weisert and Jerome
                    Henderson). (Incorporated by reference



                                       11

<PAGE>   12



                    to Exhibit 10.8 to the Company's Registration Statement on
                    Form S- 1, No. 33-68116.)

               10.3 Incentive Stock Plan. (Incorporated by reference to Exhibit
                    10.9 to the Company's Registration Statement on Form S-1,
                    No. 33-68116.)

               10.4 1996 Incentive Stock Plan. (Incorporated by reference to
                    Appendix I of the Company's 1996 Proxy Statement.)

               10.5 Supplemental Executive Retirement Plan. (Incorporated by
                    reference to Exhibit 10.12 to the Company's Registration
                    Statement on Form S- 1, No. 33-68116.)

               10.6 Second Amended and Restated Credit Agreement dated as of
                    November 5, 1993 among Holophane Company, Inc., the lenders
                    named therein and Wells Fargo Bank, N.A., as Administrative
                    Agent. (Incorporated by reference to Form 10-K for fiscal
                    year ended December 31, 1993, File No. 0-22352.)

               10.7 Amended and Restated Stockholders Agreement dated as of
                    October 15, 1993. (Incorporated by reference to Exhibit
                    10.14 to the Company's Registration Statement on Form S-1,
                    No. 33-68116.)

               10.8 Termination Agreement dated as of September 1, 1993 between
                    Holophane Lighting, Inc. and Raebarn Corporation.
                    (Incorporated by reference to Exhibit 10.15 to the Company's
                    Registration Statement on Form S-1, No. 33-68116.)

               10.9 Holophane Bonus Plan Revised February 19, 1997.
                    (Incorporated by reference to Form 10-K for fiscal year
                    ended December 31, 1996, File No. 0-22352.)

               10.10 Holophane Corporation Employee Stock Option Plan
                     (Incorporated by reference to Appendix I of the Company's
                     1998 Proxy Statement.)

               13   1997 Annual Report (Selected Portions)


               21.1 Subsidiaries of the Company.

               23.1 Consent of Deloitte & Touche LLP.



                                       12

<PAGE>   13



               (d)  Financial Statement Schedule

                    The following independent auditors' report and financial
                    schedule for the years ended December 31, 1997, 1996 and
                    1995 are included in this Annual Report on Form 10-K and
                    should be read in conjunction with the Consolidated
                    Financial Statements contained in the Annual Report to
                    Stockholders of Holophane Corporation:

                    Independent Auditors' Report
                    Schedule II - Valuation and Qualifying Accounts

                    All other financial statement schedules are omitted because
                    they are not applicable or the required information is shown
                    in the Consolidated Financial Statements or Notes thereto.




                                       13

<PAGE>   14

INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULES


To the Stockholders and Directors of Holophane Corporation
Columbus, Ohio



We have audited the consolidated financial statements of Holophane Corporation
and subsidiaries as of December 31, 1997 and 1996, and for each of the three
years in the period ended December 31, 1997, and have issued our report thereon
dated February 19, 1998; such financial statements and report are included in
your 1997 Annual Report to Stockholders and are incorporated herein by
reference. Our audits also included the consolidated financial statement
schedule of Holophane Corporation and subsidiaries, listed in Item 14. This
consolidated financial schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audits. In
our opinion, such consolidated financial 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.




Deloitte & Touche LLP
Columbus, Ohio
February 19, 1998


                                       14

<PAGE>   15









                                                                   SCHEDULE II

                     HOLOPHANE CORPORATION AND SUBSIDIARIES

                  VALUATION AND QUALIFYING ACCOUNTS (IN 000'S)
              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

<TABLE>
<CAPTION>
           Column A                 Column B                 Column C                   Column D         Column E
           --------                 --------                 --------                   --------         --------
                                                             Additions
                                                             ---------
                                   Balance at       Charged to       Charged to                         Balance at
                                   Beginning        Costs and          Other                                End
          Description               of Year          Expenses         Accounts       Deductions (a)       of Year
          -----------               -------          --------         --------       --------------       -------
Allowance for doubtful accounts:
<S>                                <C>                <C>              <C>                 <C>          <C>
   1997                            $1,016             $230             ($5)                $154         $1,087
   1996                             1,015               31               80                 110          1,016
   1995                               782              322               61                 150          1,015

Inventory valuation allowance:
   1997                              $689             $338             ($2)                $378           $647
   1996                               465              519               41                 336            689
   1995                               640              232               39                 446            465
</TABLE>


(a)  Represents uncollectible accounts written off or inventory items disposed
     of, respectively.


                                       15

<PAGE>   16


                                   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, in the City of
Columbus, State of Ohio, on the 25th day of March, 1998.


                                           Holophane Corporation



                                           By: /s/ John R. DallePezze
                                               ---------------------------
                                                   JOHN R. DALLEPEZZE
                                                   Chairman, President and
                                                   Chief Executive Officer

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

<TABLE>
<CAPTION>
     Signature                                      Title                                  Date
     ---------                                      -----                                  ----

<S>                                               <C>                                <C>
/s/ John R. DallePezze                   Chairman of the Board of                       March 25, 1998
-------------------------------          Directors; President and
     JOHN R. DALLEPEZZE                  Chief Executive Officer
                                         (Principal Executive Officer)


/s/ Bruce A. Philp                       Vice President Finance;                        March 25, 1998
--------------------------------         Chief Financial Officer
     BRUCE A. PHILP                      and Secretary (Principal
                                         Financial and
                                         Accounting Officer)


/s/ William R. Michaels                  Director                                       March 25, 1998
-------------------------------
     WILLIAM R. MICHAELS

/s/ Robert L. Purdum                     Director                                       March 25, 1998
-------------------------------
     ROBERT L. PURDUM

/s/ Anthony P. Scotto                    Director                                       March 25, 1998
-------------------------------
     ANTHONY P. SCOTTO

/s/ Tadd C. Seitz                        Director                                       March 25, 1998
---------------------------------
     TADD C. SEITZ

/s/ Jeffrey M. Wilkins                   Director                                       March 25, 1998
-------------------------------
     JEFFREY M. WILKINS
</TABLE>


                                       16