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 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
                                       or

___  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO ______

                         Commission File Number: 0-22352


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

          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)

       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 14, 1997 was approximately $183,772,320.

     The number of shares  outstanding of registrant's  Common Stock as of March
14, 1997: 11,354,516

     Documents incorporated by reference:  The Annual Report to Stockholders and
the definitive  Proxy  Statement of Holophane  Corporation  relating to the 1996
Annual Meeting of Stockholders are incorporated by reference in Parts II and III
hereof.



<PAGE>

                                     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 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.

     The  lighting  industry  has  five  major  sectors:  industrial,   outdoor,
commercial/ institutional, residential and automotive. Holophane participates in
the  industrial,  outdoor and  commercial/institutional  sectors of the lighting
industry.

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.


                                      -2-
<PAGE>


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

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 $5.5 million in 1996, $5.6 million in 1995 and $5.0 million in
1994.

Employees

     Holophane  had an average of  approximately  1,612  employees  during 1996.
Approximately  389 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 4% 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.


                                      -3-
<PAGE>


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.

Backlog

     Backlog  represents  booked  orders  which are  believed by Holophane to be
firm. At February 28, 1997,  total order  backlog was $38.1 million  compared to
$35.9 million at February 29, 1996.

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.  To date,
Holophane  has chosen not to market any products in France and it has no present
intention  to do so.  However,  if  Holophane  desired  to do so,  it  might  be
precluded under  applicable  law,  including the laws of France and the European
Community, from marketing its products under the "HOLOPHANE" trademark.

     Lenslite  Pty.  Ltd.  ("Lenslite"),  an  unaffiliated  company  located  in
Australia,  owns  trademark  registrations  for the  "HOLOPHANE"  trademark,  in
Australia and New Zealand. Lenslite had the non-exclusive license to use certain
trademarks and trade secrets of Holophane in connection with the manufacture and
sale by Lenslite of specified lighting products in Australia,  New Zealand,  New
Guinea and The Philippines.  The non-exclusive  license expired on September 15,
1995.

     Since the  expiration of the  non-exclusive  license,  the Company has been
marketing and selling  lighting  products  manufactured by the Company under the
"Unique  Lighting  Solutions"  trademark in Australia and New Zealand  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.


                                      -4-
<PAGE>


     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, 1997.

     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 to customers of the European  operations were (pound)14.9 million
($23.4 million) in 1996,  (pound)14.6  million ($23.1 million) in 1995 and G13.2
million  ($20.3  million)  in 1994.  Net  sales  to  customers  of the  Canadian
operations  were C$12.2  million ($8.9  million) in 1996,  C$18.3 million ($13.4
million) in 1995 and C$13.9 million ($10.1  million) in 1994. With the exception
of  fluctuation  in foreign  currencies,  the Company  does not believe that the
Canadian or  European  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:


                                      -5-
<PAGE>



                            Primary                          Square
Location                    Function                         Feet
____________________________________________________________________________
                                                          
                                                          
United States:                                            
                                                          
Newark, OH                  Assembly, Warehouse,             400,000
                            Glass and Plastic Mfg.        
Springfield, OH             Aluminum Foundry                  45,000
Pataskala, OH               Ballast Manufacturing             32,000
Utica, OH                   Metal Fabricating                105,000
Buda, TX                    Assembly, Painting                30,000
Austin, TX                  Manufacturing, Assembly           52,000
                                                          
Mexico:                                                   
                                                          
Matamoros                   Aluminum Foundry                  86,700
                                                          
UK:                                                       
                                                          
Milton Keynes               Assembly and Warehouse            44,000
Milton Keynes               Warehouse                         10,000
___________________                                       
                                                      
     The Company's  manufacturing and warehouse facilities are all owned, except
for the 10,000 square foot Milton Keynes  warehouse.  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.

     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; Bloomington,  Minnesota;
Montvale,  New Jersey;  Newark,  Ohio and Brownsville,  Texas. The leases expire
from December 1, 1998 to February 1, 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.


                                      -6-
<PAGE>


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:

Name                           Age          Position with Company
________________________________________________________________________________


John R. DallePezze........     53           Director, Chairman of the
                                               Board, President and Chief
                                               Executive Officer

Bruce A. Philp............     45           Vice President, Finance,
                                               Chief Financial Officer
                                               and Secretary

John S. Forbes III........     58           Vice President, Marketing

John W. Harvey............     51           Vice President, Manufacturing

S. Lee Keller.............     49           Vice President, Sales

Robert E. Taylor..........     51           Vice President, Human
                                               Resources

Timothy Weisert...........     51           Vice President, Research and
                                               Development

     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.



                                      -7-
<PAGE>


     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. Forbes has served as Vice President, Marketing since October 1989. From
June 1988  through  July  1989,  Mr.  Forbes  served as  General  Manager of the
Holophane  Division  of  Manville  and  prior to that  held  various  management
positions within the Holophane Division. Mr. Forbes will retire effective May 9,
1997.  Robert  P.  St.  Germain  will  replace  Mr.  Forbes  as Vice  President,
Marketing.

     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. 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.


                                      -8-
<PAGE>


                                     PART II

Item 5. Market for the Company's Common Equity and Related Stockholder Matters.

     The Company's Common Stock is included in the Nasdaq National Market System
under the symbol "HLPH." The table below sets forth, for the periods  indicated,
the high and low sales  prices of the  Company's  Common  Stock,  as reported by
Nasdaq and as adjusted to reflect the three-for-two split of the Common Stock on
December 15, 1995.

Period                                               High          Low
________________________________________________________________________________

1996:
   Fourth Quarter...............................    $20.00        $16.50
   Third Quarter................................     20.00         15.25
   Second Quarter...............................     18.25         13.75
   First Quarter................................     22.50         16.00

1995:
   Fourth Quarter...............................    $23.50        $16.67
   Third Quarter................................     19.17         14.67
   Second Quarter...............................     15.67         11.67
   First Quarter................................     12.50         11.33

1994:
   Fourth Quarter...............................    $12.67        $ 9.50
   Third Quarter................................     12.83         11.83
   Second Quarter...............................     12.83         11.50
   First Quarter................................     12.83         10.67

1993:
   Fourth Quarter (from November 5, 1993).......   $ 11.67        $ 9.67


     A recent  last sales  price for the shares of Common  Stock as  reported by
Nasdaq was $19.00 on March 24, 1997. On March 14, 1997, 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 1996 or 1995 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 page 14 of the
1996 Annual Report to Stockholders of Holophane Corporation.


                                      -9-
<PAGE>

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 1996 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 1996
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,  in
addition  to  historical   information  the  annual  report   contains   certain
forward-looking statements,  including, but not limited to, statements regarding
the  Company's  future   financial  and  operating   performance  and  financial
condition.  These  statements  involve  a  number  of risks  and  uncertainties,
including,  but  not  limited  to,  economic,   competitive,   governmental  and
technological  factors which could  adversely  affect the Company's  operations,
markets,   services  and  related  products  and  prices.  Any   forward-looking
statements  made by the Company  herein and in future reports and statements are
not guarantees of future  performance,  and actual results may differ materially
from  those  in such  forward-looking  statements  as a  result  of the  factors
described above.

Item 8. Financial Statements and Supplementary Data.

     The Company's  consolidated balance sheets as of December 31, 1996 and 1995
and the consolidated  statements of income,  stockholders' equity and cash flows
for each of the years ended  December 31, 1996,  1995 and 1994,  and the related
notes to the consolidated  financial  statements,  together with the independent
auditors'  report thereon appear on pages 8 through 17 of the 1996 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.


                                      -10-
<PAGE>


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 5  through  8 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.

     The information  required by Item 13 of Part III is incorporated  herein by
reference to the definitive Proxy Statement of Holophane  Corporation  under the
caption "Certain Relationships and Certain Transactions."


                                      -11-
<PAGE>


                                     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  1996   Annual   Report  to
                    Stockholders:

                    Consolidated  Statements  of  Income  for  the  Years  Ended
                         December 31, 1996, 1995 and 1994
                    Consolidated  Balance  Sheets as of  December  31,  1996 and
                         1995
                    Consolidated  Statements  of Cash Flows for the Years  Ended
                         December 31, 1996, 1995 and 1994
                    Consolidated  Statements  of  Stockholders'  Equity  for the
                         Years  Ended   December   31,   1996,   1995  and  1994
                    Independent Auditors' Report
                    Notes to Consolidated  Financial  Statements  for the  Years
                         Ended December 31, 1996, 1995 and 1994

               (b)  Reports on Form 8-K.

                    No reports on Form 8-K were filed by the  registrant  in the
                    last quarter of the 1996 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 to Exhibit 10.8 to the Company's Registration
                         Statement on Form S-1, No. 33-68116.)


                                      -12-
<PAGE>


                    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.

                    21.1 Subsidiaries of the Company.

                    23.1 Consent of Deloitte & Touche LLP.




                                      -13-
<PAGE>


               (d)  Financial Statement Schedule

                    The  following  independent  auditors'  report and financial
                    schedule for the years ended  December  31,  1996,  1995 and
                    1994 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.



                                      -14-
<PAGE>

<TABLE>
                                   Schedule II

                     HOLOPHANE CORPORATION AND SUBSIDIARIES

                  VALUATION AND QUALIFYING ACCOUNTS (In 000's)
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994



          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
-----------------------------     ----------------    -----------------    ----------------     ----------------    ----------------
<S>                                    <C>                     <C>                 <C>                 <C>               <C>   
Allowance for doubtful accounts:
   1996                                $1,015                  $31                 $80                 $110              $1,016
   1995                                   782                  322                  61                  150               1,015
   1994                                   869                   76                                      163                 782



Inventory valuation allowance:
   1996                                  $465                 $519                 $41                 $336                $689
   1995                                   640                  232                  39                  446                 465
   1994                                   714                  612                                      686                 640


___________________________

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

</TABLE>
                                      -15-
<PAGE>


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, 1996 and 1995,  and for each of the three
years in the period ended  December 31, 1996, and have issued our report thereon
dated February 21, 1997;  such  financial  statements and report are included in
your  1996  Annual  Report  to  Stockholders  and  are  incorporated  herein  by
reference.  Our  audits  also  included  the  consolidated  financial  statement
schedules of Holophane  Corporation and  subsidiaries,  listed in Item 14. These
financial  statement  schedules  are  the  responsibility  of the  Corporation's
management.  Our  responsibility is to express an opinion based on our audit. In
our opinion, such consolidated financial statement schedules, when considered in
relation  to the  basic  consolidated  financial  statements  taken  as a whole,
present fairly in all material respects the information set forth therein.




Deloitte & Touche LLP
Columbus, Ohio
February 21, 1997


                                      -16-
<PAGE>


                                   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 27th day of March, 1997.

                                   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.

     Signature                       Title                       Date
________________________________________________________________________________

/s/ John R. DallePezze       Chairman of the Board of        March 27, 1997
__________________________   Directors; President and     
    John R. DallePezze       Chief Executive Officer      
                             (Principal Executive Officer)
                             

/s/ Bruce A. Philp           Vice President Finance;         March 27, 1997
__________________________   Chief Financial Officer 
    Bruce A. Philp           and Secretary (Principal
                             Financial and           
                             Accounting Officer)     
                             

/s/ R. David Andrews         Director                        March 27, 1997
__________________________  
    R. David Andrews

/s/ William R. Michaels      Director                        March 27, 1997
__________________________  
    William R. Michaels

/s/ Robert L. Purdum         Director                        March 27, 1997
__________________________  
    Robert L. Purdum

/s/ Anthony P. Scotto        Director                        March 27, 1997
__________________________
    Anthony P. Scotto

/s/ Tadd C. Seitz            Director                        March 27, 1997
__________________________
    Tadd C. Seitz

/s/ Jeffrey M. Wilkins       Director                        March 27, 1997
__________________________
    Jeffrey M. Wilkins



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