Exhibit 10.rr

                      THIRD AMENDMENT TO HUFFY CORPORATION
                          1998 KEY EMPLOYEE STOCK PLAN

This Third Amendment is made and effective as of April 27 , 2001, to the 1998
Key Employee Stock Plan (the "Plan"), under the following circumstances:

The Company desires to amend the Plan and such amendment was approved and
adopted by the Board of Directors of the Company on December 7, 2000 and by the
Shareholders of the Company on April 26, 2001;

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

         (a)      The total number of shares of Common Stock which may be issued
                  in the aggregate under this Plan, the 1998 Director Stock
                  Option Plan and the 1998 Restricted Share Plan shall not
                  exceed 1,123,714 shares subject, however, to adjustments
                  required under the provisions of Section 5(d) hereof.

3.       EFFECTIVE DATE AND AFFIRMATION. This Amendment shall be effective as of
         April 26, 2001. Except as amended hereby, the Plan remains unchanged
         and in full force and effect.

IN WITNESS WHEREOF, this Amendment has been executed as of April 27, 2001.

                                        HUFFY CORPORATION


                                        By: /s/ Nancy A. Michaud
                                           -------------------------------------
                                                Nancy A. Michaud
                                                Vice President - General
                                                Counsel and Secretary