Exhibit 4



              SECOND AMENDMENT TO HUFFY CORPORATION
         1988 STOCK OPTION PLAN AND RESTRICTED SHARE PLAN

This Amendment is made and effective as of April 26, 1996 to the
Huffy Corporation 1988 Stock Option Plan and Restricted Share Plan
(the "Plan"), approved and adopted on April 15, 1988 by the
Shareholders of Huffy Corporation (the "Company") and amended April
24, 1992, under the following circumstances:

The Company desires to amend the Plan and such amendment was
approved and adopted by the Shareholders of the Company on April 26,
1996;

NOW, THEREFORE, the Plan shall be amended as follows:

1.  Definitions.  All capitalized terms herein, unless otherwise
specifically defined in this Amendment, shall have the meanings
given to them in the Plan.

2.  Amendment.  Section 5(a) of the Plan is hereby amended in its
entirety to read as set forth below:

"5.  SHARES SUBJECT TO THE PLAN

(a) The total number of shares of Common Stock which may be issued
under the Plan shall not exceed 1,775,000 shares, subject, however,
to adjustments required under the provisions of Section 5(d) hereof. 
The number of shares of Common Stock that may be subject to options
granted to an employee under the Plan during any calendar year shall
not exceed fifteen percent (15%) of the total number of shares of
Common Stock which may be issued under the Plan."

3.  Effective Date and Affirmation.  This Amendment shall be
effective as of April 26, 1996.  Except as amended hereby and the
first amendment dated April 24, 1992, the Plan remains unchanged and
in full force and effect.

IN WITNESS WHEREOF, the Amendment has been executed as of April 26,
1996.


                                     HUFFY CORPORATION


                                     By: /S/NANCY A. MICHAUD