<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, 1998

                                       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 10, 1999 was approximately $217,830,336.

         The number of shares outstanding of registrant's Common Stock as of
March 10, 1999: 10,586,541.

         Documents incorporated by reference: The Annual Report to Stockholders
and the definitive Proxy Statement of Holophane Corporation relating to the 1999
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, international 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 focuses its sales efforts through a factory sales
force and markets its products worldwide for use in both new construction and
retrofit applications.

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.

MANUFACTURING

                  Holophane is a vertically integrated manufacturer with the
capability to produce glass, ballasts, injection molded plastic lenses and cast
aluminum components. Holophane has four U.S. manufacturing facilities located in
Ohio, two located in Texas and two in Mexico.

                                        2
<PAGE>   3
Holophane also operates light manufacturing, assembly and warehousing facilities
in Milton Keynes, England.

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 $6.5 in 1998, $6.0 million in 1997
and $5.5 million in 1996.

EMPLOYEES

                  Holophane had an average of approximately 2,050 employees
during 1998. Approximately 390 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 UAW contract expires May 2, 1999 and the
AFGWU contract expires August 5, 2002.

CUSTOMERS

                  No single customer has accounted for more than 10% of
Holophane's consolidated 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, 1999, total order backlog was $44.3
million compared to $38.8 million at February 28, 1998.

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.

                  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 (pound)14.3 million
($23.8 million) in 1998, (pound)14.6 million ($23.9 million) in 1997 and
(pound)14.9 million ($23.4 million) in 1996. Net sales of other foreign
operations were $18.6 million in 1998, $9.7 million in 1997 and $9.6 million in
1996. 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.

                                        4
<PAGE>   5
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.

YEAR 2000

                  During 1997, the company commenced an evaluation of the impact
of Year 2000 on all business systems, facilities, products and information
systems and developed an evaluation matrix from which Year 2000 compliance could
be monitored. Financial systems used by the company are vendor software products
that are certified by the vendor as Year 2000 ready releases. The company will
test the financial systems during 1999. An outside consulting firm conducted a
separate study of in-house manufacturing systems and all in-house manufacturing
systems have been modified and successfully tested for Year 2000. A separate
evaluation of manufacturing equipment is underway and will be completed in 1999.
All network systems were either migrated or upgraded to match Year 2000 ready
local area network (LAN) systems. Current installed LAN server equipment is Year
2000 ready. Personal computers, phone systems, timekeeping and security systems
will be Year 2000 ready prior to December 31, 1999. None of the company's other
information technology projects have been delayed due to the implementation of
the Year 2000 project.

                  Holophane estimates that the total cumulative cost of the
project will be approximately $200,000 which includes both internal and external
personnel costs related to modifying the systems. All costs related to the
project are being expensed as incurred and as of December 31, 1998,
approximately $140,000 of costs have been incurred. The costs of the project and
the expected completion dates are based on management's best estimate.

                  At this time, the company believes its most reasonable worst
case scenario is that key suppliers or service providers who have not resolved
their own Year 2000 issue may cause a disruption of service to the company's
critical business processes, which in turn could affect the company's ability to
manufacture and deliver product. The company cannot predict the outcome of other
companies' remediation efforts. The company has initiated formal inquiries with
suppliers with which it has active contracts to determine the extent to which
the company is vulnerable to those third parties' failure to remediate their own
Year 2000 issue. Alternative suppliers will be identified and used if necessary.

                  The company has an ongoing business interruption contingency
plan to address internal and external issues specific to the Year 2000 problem,
to the extent practicable. Depending on the status of third party Year 2000
readiness, these plans include changing suppliers, advanced purchases of
critical inventory and extending production scheduling.

                                        5
<PAGE>   6
                  The preceding "Year 2000" discussion contains various
forward-looking statements which represent the company's belief or expectations
regarding future events. All forward-looking statements involve a number of
risks and uncertainties that could cause the actual results to differ materially
from the projected results. Factors that may cause these differences include,
but are not limited to, the availability of information technology resources;
the ability to identify and remediate all date sensitive computer code in
affected systems or equipment; and the actions of third parties with respect to
Year 2000 problems.

ITEM 2.           PROPERTIES

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

<TABLE>
<CAPTION>
                               PRIMARY                            SQUARE
LOCATION                       FUNCTION                           FEET
-------------------------------------------------------------------------
<S>                            <C>                                <C>
UNITED STATES:
--------------

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
Mexico City                    Manufacturing                      100,000

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.

                  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.

                                        6
<PAGE>   7
                  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 March 1, 1999 to May 31, 2001.

                  The Company also leases approximately 4,500 square feet of
office space in Brampton, Ontario, Canada. The lease expires April 30, 2001.

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.............    55            Director, Chairman of the
                                                  Board, President and Chief
                                                  Executive Officer

Bruce A. Philp.................    47            Vice President, Finance,
                                                  Chief Financial Officer
                                                  and Secretary


John W. Harvey.................    54            Vice President, Manufacturing

S. Lee Keller..................    51            Vice President, Sales

Robert P. St. Germain..........    49            Vice President, Marketing

Robert E. Taylor...............    53            Vice President, Human Resources

Timothy Weisert................    53            Vice President, Research and
                                                  Development
</TABLE>

                                        7
<PAGE>   8
                  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.

                                        8
<PAGE>   9
                                     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 1998 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 the New York Stock Exchange was $22.4375 on March 22, 1999. On March
10, 1999, 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 1998 or 1997 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 1998 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 1998 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
1998 Annual Report to Stockholders of Holophane Corporation and is incorporated
herein by reference.

                  The Company has made and will make certain forward-looking
statements in its Annual Report, Form 10-K and in other contexts relating to
future growth and profitability targets and strategies designed to increase
total shareholder value. The Private Securities Litigation Reform Act of 1995
("the Act") provides a "safe harbor" for forward-looking statements to encourage
companies to provide prospective information, so long as those statements are
identified as forward-looking and are accompanied by meaningful cautionary
statements identifying important factors that could cause actual results to
differ materially from those discussed in the forward-looking statements.

                  The Company wishes to take advantage of the safe harbor
provisions of the Act. These forward-looking statements represent challenging
goals for the Company, and the achievement thereof is subject to a variety of
risks and assumptions. These forward-looking statements include, but are not
limited to, information regarding the future economic performance and financial

                                        9
<PAGE>   10
condition of the Company, the plans and objectives of the Company's management,
and the Company's assumption regarding such performance and plans. Therefore, it
is possible that the Company's future actual financial results may differ
materially from those expressed in these forward-looking statements due to a
variety of factors, including, but not limited to:

         o        The Companies ability to maintain profit margins, to produce
                  and deliver its products on a timely basis, and to maintain
                  and develop additional production capacity as necessary to
                  meet demand;

         o        Competition among domestic and international manufacturers of
                  lighting products, many of whom have substantially greater
                  assets and resources than those of the Company;

         o        Inherent risk of international developments, including
                  currency exchange rates, economic conditions and regulatory
                  and cultural difficulties or delays in the Company's
                  development outside the United States;

         o        Changes in weather and economic conditions in the United
                  States and the impact of changes in interest rates; and

         o        The ability of the Company to improve its process and business
                  practices to keep pace with the economic, competitive and
                  technological environment.

ITEM 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

                  The Company's consolidated balance sheets as of December 31,
1998 and 1997 and the consolidated statements of income, stockholders' equity
and cash flows for each of the years ended December 31, 1998, 1997 and 1996, and
the related notes to the consolidated financial statements, together with the
independent auditors' report thereon appear on pages 8 through 17 of the 1998
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>   11
                                    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 7 and 8 of Part I included herein
and from the definitive Proxy Statement of Holophane Corporation for the
Company's 1999 Annual Meeting of Stockholders under the captions "Item 1
Election of Directors" and "Other Matters."

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 for the Company's 1999 Annual Meeting of Stockholders 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 for the Company's 1999 Annual Meeting of Stockholders under the
caption "Stock Ownership."

ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

                  None.

                                       11
<PAGE>   12
                                     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 1998
                            Annual Report to Stockholders:

                            Consolidated Statements of Income for the Years
                                 Ended December 31, 1998, 1997 and 1996
                            Consolidated Balance Sheets as of December 31, 1998
                                 and 1997
                            Consolidated Statements of Cash Flows for the Years
                                 Ended December 31, 1998, 1997 and 1996
                            Consolidated Statements of Stockholders' Equity for
                                 the Years Ended December 31, 1998, 1997 and
                                 1996
                            Independent Auditors' Report
                            Notes to Consolidated Financial Statements for the
                                 Years Ended December 31, 1998, 1997 and 1996

                  (b)       Reports on Form 8-K.

                            No reports on Form 8-K were filed by the registrant
                            in the last quarter of the 1998 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

                                       12
<PAGE>   13
                                    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.)

                            21.1    Subsidiaries of the Company.

                            23.1    Consent of Deloitte & Touche LLP.

                                       13
<PAGE>   14
                  (d)       Financial Statement Schedule

                            The following independent auditors' report and
                            financial schedule for the years ended December 31,
                            1998, 1997 and 1996 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>   15
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, 1998 and 1997, and for each of the three
years in the period ended December 31, 1998, and have issued our report thereon
dated February 19, 1999; such financial statements and report are included in
your 1998 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, 1999

                                       15
<PAGE>   16
                                                                     SCHEDULE II

<TABLE>
                                  HOLOPHANE CORPORATION AND SUBSIDIARIES

                               VALUATION AND QUALIFYING ACCOUNTS (IN 000'S)
                           FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<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 (a)    Deductions (b)     of Year
          -----------               -------      --------     ------------    --------------     -------
<S>                                <C>          <C>           <C>             <C>              <C>
Allowance for doubtful accounts:
   1998                              $1,087         $106         $241              $103          $1,331
   1997                               1,016          230           (5)              154           1,087
   1996                               1,015           31           80               110           1,016

Inventory valuation allowance:
   1998                              $  647         $154         $ 94              $260          $  635
   1997                                 689          338           (2)              378             647
   1996                                 465          519           41               336             689
</TABLE>

(a)      Includes acquisitions in 1998 and 1996.

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

                                       16
<PAGE>   17
                                   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, 1999.

                                         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 25, 1999
-----------------------------     Directors; President and
     JOHN R. DALLEPEZZE           Chief Executive Officer
                                  (Principal Executive Officer)

/s/ Bruce A. Philp                Vice President Finance;         March 25, 1999
-----------------------------     Chief Financial Officer
     BRUCE A. PHILP               and Secretary (Principal
                                  Financial and
                                  Accounting Officer)


/s/ William R. Michaels           Director                        March 25, 1999
-----------------------------
     WILLIAM R. MICHAELS

/s/ Robert L. Purdum              Director                        March 25, 1999
-----------------------------
     ROBERT L. PURDUM

/s/ Anthony P. Scotto             Director                        March 25, 1999
-----------------------------
     ANTHONY P. SCOTTO

/s/ Tadd C. Seitz                 Director                        March 25, 1999
-----------------------------
     TADD C. SEITZ

/s/ Jeffrey M. Wilkins            Director                        March 25, 1999
-----------------------------
     JEFFREY M. WILKINS

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