<PAGE>   1

                                                           Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                          --------------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                          --------------------------

                        HAYES WHEELS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)


              DELAWARE                                     13-3384636
     (State or other jurisdiction of           (IRS Employer Identification No.)
     incorporation or organization)

       38481 HURON RIVER DRIVE                               48174
          ROMULUS, MICHIGAN                               (Zip Code)
(Address of Principal Executive Offices)

                          --------------------------
                                      
                       HAYES WHEELS INTERNATIONAL, INC.
                                      
EMPLOYEE                      RETIREMENT                   SAVINGS PLAN FOR
SAVINGS PLAN                  SAVINGS PLAN                 REPRESENTED EMPLOYEES
(Full Title of Plan)          (Full Title of Plan)         (Full Title of Plan)
                                      
                          --------------------------
                                      
                                      
                           DANIEL M. SANDBERG, ESQ.
                           38481 HURON RIVER DRIVE
                           ROMULUS, MICHIGAN 48174
                   (Name and address of agent for service)
                                      
                                (313) 941-2000
         (Telephone number, including area code of agent for service)
                                      
                          --------------------------
                                      
                                   Copy to:
                            ROBERT B. PINCUS, ESQ.
                     SKADDEN, ARPS, SLATE, MEAGHER & FLOM
                              ONE RODNEY SQUARE
                          WILMINGTON, DELAWARE 19899
                                (302) 651-3000
                                      

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

                        CALCULATION OF REGISTRATION FEE

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



<TABLE>
<CAPTION>
                                                   PROPOSED
                                    PROPOSED       MAXIMUM
      TITLE OF                      MAXIMUM       AGGREGATE     AMOUNT OF
    SECURITIES TO  AMOUNT TO BE  OFFERING PRICE    OFFERING    REGISTRATION
    BE REGISTERED   REGISTERED     PER SHARE*       PRICE*         FEE
    -------------  ------------  --------------   ---------    ------------
    <S>            <C>           <C>             <C>           <C>
    Common Stock,    1,000,000      $30.875       $30,875,000    $10,646.55
    $.01 par value     Shares

</TABLE>
- -----------------


*   Estimated solely for the purpose of calculating the registration fee, on 
the basis of the average of the high and low prices per share of the
Registrant's Common Stock as reported in the on the NASDAQ National Market
for July 9, 1996, in accordance with Rule 457(c) promulgated under the
Securities Act of 1933.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement  also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
================================================================================


<PAGE>   2

                                    PART I.

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Note: The document(s) containing the information concerning the Employee
Savings Plan, Retirement Savings Plan and the Savings Plan For Represented
Employees (collectively, the "Plans"), required by Item 1 of this Form and the
statement of availability of registrant information, and other information
required by Item 2 of this Form will be sent or given to participants as
specified by Rule 428(b)(1). In accordance with Rule 428 and the requirements
of Item 1 of Form S-8, such documents are not being filed with the Securities
and Exchange Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. The Registrant
shall maintain a file of such documents in accordance with the provisions of
Rule 428. Upon request, the Registrant shall furnish to the Commission or its
staff a copy or copies of all of the documents included in such file.

     Shares of the Registrant's Common Stock to be purchased for the Plans will
be purchased in the open market by the Trustee of the Plans.


<PAGE>   3


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission") pursuant to either the
Securities Act of 1933, as amended (the "Securities Act"), or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and are hereby
incorporated by reference in this Registration Statement:

         (a) The Registrant's Annual Report on Form 10-K for the year ended
         January 31, 1996, including the financial statements contained
         therein;

         (b)  The Registrant's Amended Annual Report on Form 10-K/A for the
         Fiscal Year Ended January 31, 1996, filed on June 28, 1996;

         (c) The Registrant's Quarterly Report on Form 10-Q for the fiscal
         quarter ended April 30, 1996.

         (d)  The Registrant's Current Reports on Form 8-K dated June 25,
         1996 and July 11, 1996.

         (e) The Registrant's Registration Statement on Form S-4
         (Registration No. 333-04909), including the description of the
         Registrant's Common Stock contained in the Joint Proxy
         Statement/Prospectus constituting a part thereof.

         (f) All documents filed by the Registrant with the Commission pursuant
         to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (prior to the
         filing of a post-effective amendment which indicates that all
         securities offered have been sold or which deregisters all securities
         then remaining unsold), shall be deemed to be incorporated by
         reference herein and to be a part hereof from the date of filing of
         such documents. Any statement contained in a document incorporated or
         deemed to be incorporated by reference herein shall be deemed to be
         modified of superseded for purposes of this Registration Statement to
         the extent that a statement contained herein, or in any other
         subsequently filed document which is also incorporated or deemed to be
         incorporated by reference herein, modifies or supersedes such
         statement. Any statement so modified or superseded shall not be
         deemed, except as so modified or superseded, to constitute a part of
         this Registration Statement.


Item 4.  DESCRIPTION OF SECURITIES.

      Not applicable.



<PAGE>   4


Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     None.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.


     Set forth below is a description of certain provisions of the By-laws (the
"By-laws") of the Company and the General Corporation Law of the State of
Delaware (the "DGCL"), as such provisions relate to the indemnification of the
directors and officers of the Company. This description is intended only as a
summary and is qualified in its entirety by reference to the Restated
Certificate of Incorporation, the By-laws and the DGCL.

     Section 145 of the General Corporation Law of Delaware empowers a
corporation to indemnify any person who was or is a party or witness or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reasons of the
fact that he or she is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise.
Depending on the character of the proceeding, a corporation may indemnify
against expenses, costs and fees (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred in connection
with such action, suit or proceeding if the person indemnified acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. If the person indemnified is not wholly successful in such action,
suit or proceeding, but is successful, on the merits or otherwise, in one or
more but less than all claims, issues or matters in such proceeding, he or she
may be indemnified against expenses actually and reasonably incurred in
connection with each successfully resolved claim, issue or matter. In the case
of an action or suit by or in the right of the corporation, no indemnification
may be made in respect to any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery, or the court in which such action or suit
was brought, shall determine that, despite the adjudication of liability, such
person is fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper. Section 145 provides that, to the extent a
director, officer, employee or agent of a corporation has been successful in
the defense of any action, suit or proceeding referred to above or in the
defense of any claim, issue or manner therein, he or she shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred
by him or her in connection therewith.

     The Company's By-laws provide for indemnification by the Company of its
directors and officers to the full extent permitted by the DGCL. Pursuant to
Section 145 of the DGCL, the Company will purchase insurance on behalf of its
present and former directors and officers against liabilities asserted against
or incurred by them in such capacity or arising out of their status as such.


<PAGE>   5



     The Company has entered into or intends to enter into indemnification
agreements with each of its executive officers and directors pursuant to which
the Company will agree to indemnify such individuals to the extent permitted
under Delaware law.


Item 7.  Exemption from Registration Claimed.

       Not applicable.

Item 8.  Exhibits.

    Exhibit                      Title
                               
      4.1   Hayes Wheels International, Inc. Employee Savings Plan 
            (incorporated by reference to Exhibit 4.3 to the Registrant's 
            Registration Statement on Form S-8 (Registration No. 33-71708).

      4.2   Hayes Wheels International, Inc. Retirement Savings Plan
            (incorporated by reference to Exhibit 4.4 to the Registrant's
            Registration Statement on Form S-8 (Registration No. 33-71708).

      4.3   First Amendment, dated April 7, 1995, to Hayes Wheels 
            International, Inc. Retirement Savings Plan

      4.4   Hayes Wheels International, Inc. Savings Plan for Represented
            Employees (incorporated by reference to Exhibit 4.5 to the
            Registrant's Registration Statement on Form S-8 (Registration No.
            33-71708).

      4.5   First Amendment, dated May 19, 1995, to Hayes Wheels International,
            Inc. Savings Plan for Represented Employees

      24(a) Consent of KPMG Peat Marwick, independent certified public 
            accountants.

      25    Powers of Attorney -- contained on signature pages.


      The Registrant will submit or has submitted the Plans and any amendments
      thereto to the Internal Revenue Service ("IRS") in a timely manner and
      has made or will make all changes required by the IRS in order to qualify
      the Plans.





<PAGE>   6
Item 9.  UNDERTAKINGS.

       The undersigned Registrant hereby undertakes:

(a)  RULE 415(A) UNDERTAKINGS

      (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

           (i) To include any prospectus required by Section 10(a)(3) of the
           Securities Act;

           (ii) To reflect in the prospectus any facts or events arising
           after the effective date of the Registration Statement (or the most
           recent post-effective amendment thereof) which, individually or in
           the aggregate, represent a fundamental change in the information set
           forth in the Registration Statement; and notwithstanding the
           foregoing, any increase or decrease in volume of securities offered
           (if the dollar value of securities offered would not exceed that
           which was registered) any deviation from the low or high end of the
           estimated maximum offering range may be reflected in the form of a
           prospectus filed with the Commission pursuant to Rule 424(b) if, in
           the aggregate, the changes in volume and price represent no more
           than a 20% change in the maximum aggregate offering price set forth
           in the "Calculation of Registration Fee" table in the effective
           registration statement; and

           (iii) To include any material information with respect to the plan
           of distribution not previously disclosed in the Registration
           Statement or any material change to such information in the
           Registration Statement;

provided, however, that paragraphs (a)(l)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

      (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.

(b)  RULE 415(B) UNDERTAKING

     The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.


<PAGE>   7



(c)  RULE 415(H) UNDERTAKING

     Insofar as indemnification for liabilities arising under the-Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against  public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.


<PAGE>   8

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, there
unto duly authorized, in the City of Romulus, State of Michigan, on July 12,
1996.

                                        HAYES WHEELS INTERNATIONAL, INC.

                                        By: /s/  Ranko Cucuz
                                           -----------------------------------
                                           Ranko Cucuz
                                           Chairman of the Board and Chief
                                           Executive Officer

                               POWER OF ATTORNEY

     Each person whose signature below appoints Daniel M. Sandberg and Barry J.
Miller, and each of them, as his attorney-in-fact and agent, with full power of
substitution and resubstitution, to sign and file with the Securities and
Exchange Commission any amendments to this Registration Statement (including
post-effective amendments) and to file with the Securities and Exchange
Commission one or more supplements to any prospectus included in any of the
foregoing, and generally to do anything else necessary and proper in connect)
therewith.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.


<TABLE>
<S><C>
       Name                             Title                                Date

/s/ Ranko Cucuz             Chairman of the Board of Directors           July 12, 1996
- -------------------------   and Chief Executive Officer; President;
      Ranko Cucuz           

/s/ Timothy J. Clark         
- --------------------------            Director                           July 12, 1996
    Timothy J. Clark


- --------------------------            Director                           July 12, 1996
Cleveland A. Christophe

</TABLE>





<PAGE>   9



- --------------------------     Director                            July 12, 1996
    Peter A. Joseph                                               
                                                                  
- --------------------------     Director                            July 12, 1996
      Paul S. Levy                                                
/s/ John S. Rodewig                                               
- --------------------------     Director                            July 12, 1996
     John S. Rodewig                                              
/s/ Marcos A. Rodriguez                                           
- --------------------------     Director                            July 12, 1996
   Marcos A. Rodriguez                                            
/s/ Kenneth L. Way                                                
- --------------------------     Director                            July 12, 1996
   Kenneth L. Way                                                 
                                                                  
/s/ William D. Shovers         Vice President--Finance;            July 12, 1996
- --------------------------     Principal Financial 
  William D. Shovers           Officer and Principal Accounting 
                               Officer                 

                                                                  
                                                                  






<PAGE>   10


                               TRUSTEE SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefits plans) have duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Romulus, State of Michigan, on July
12, 1996.

EMPLOYEE SAVINGS PLAN

By: /s/ Kurt Suckow
    ---------------------------
Name: Kurt Suckow
Title:     Plan Administrator

RETIREMENT SAVINGS PLAN

By: /s/ Kurt Suckow
    ---------------------------
Name:  Kurt Suckow
Title: Plan Administrator


SAVINGS PLAN FOR REPRESENTED EMPLOYEES

By: /s/ Kurt Suckow
    ---------------------------
Name:  Kurt Suckow
Title: Plan Administrator


<PAGE>   11


                                 EXHIBIT INDEX

    Exhibit                   Title
    -------                 ---------- 
      4.1   Hayes Wheels International, Inc. Employee Savings Plan 
            (incorporated by reference to Exhibit 4.3 to the Registrant's 
            Registration Statement on Form S-8 (Registration No. 33-71708).

      4.2   Hayes Wheels International, Inc. Retirement Savings Plan
            (incorporated by reference to Exhibit 4.4 to the Registrant's
            Registration Statement on Form S-8 (Registration No. 33-71708).

      4.3   First Amendment, dated April 7, 1995, to Hayes Wheels International,
            Inc. Retirement Savings Plan

      4.4   Hayes Wheels International, Inc. Savings Plan for Represented
            Employees (incorporated by reference to Exhibit 4.5 to the
            Registrant's Registration Statement on Form S-8 (Registration No.
            33-71708).

      4.5   First Amendment, dated May 19, 1995, to Hayes Wheels International,
            Inc. Savings Plan for Represented Employees

      24(a) Consent of KPMG Peat Marwick, independent certified public
            accountants.

      25    Powers of Attorney -- contained on signature pages.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22910}]
{"company-data": {"conformed-name": "HAYES WHEELS INTERNATIONAL INC", "cik": "0000893670", "assigned-sic": "3714", "irs-number": "133384636", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08079", "film-number": "96594401"}, "business-address": {"street1": "38481 HURON RIVER DR", "city": "ROMULUS", "state": "MI", "zip": "48174", "phone": "3139412000"}, "mail-address": {"street1": "38481 HURON RIVER DR", "city": "RONULUS", "state": "MI", "zip": "48174"}}
1

                                                           Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                          --------------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                          --------------------------

                        HAYES WHEELS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                                     13-3384636
     (State or other jurisdiction of           (IRS Employer Identification No.)
     incorporation or organization)

       38481 HURON RIVER DRIVE                               48174
          ROMULUS, MICHIGAN                               (Zip Code)
(Address of Principal Executive Offices)

                          --------------------------
                                      
                       HAYES WHEELS INTERNATIONAL, INC.
                                      
EMPLOYEE                      RETIREMENT                   SAVINGS PLAN FOR
SAVINGS PLAN                  SAVINGS PLAN                 REPRESENTED EMPLOYEES
(Full Title of Plan)          (Full Title of Plan)         (Full Title of Plan)
                                      
                          --------------------------
                                      
                                      
                           DANIEL M. SANDBERG, ESQ.
                           38481 HURON RIVER DRIVE
                           ROMULUS, MICHIGAN 48174
                   (Name and address of agent for service)
                                      
                                (313) 941-2000
         (Telephone number, including area code of agent for service)
                                      
                          --------------------------
                                      
                                   Copy to:
                            ROBERT B. PINCUS, ESQ.
                     SKADDEN, ARPS, SLATE, MEAGHER & FLOM
                              ONE RODNEY SQUARE
                          WILMINGTON, DELAWARE 19899
                                (302) 651-3000
                                      

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

                        CALCULATION OF REGISTRATION FEE

                     -------------------------------------
PROPOSED
                                    PROPOSED       MAXIMUM
      TITLE OF                      MAXIMUM       AGGREGATE     AMOUNT OF
    SECURITIES TO  AMOUNT TO BE  OFFERING PRICE    OFFERING    REGISTRATION
    BE REGISTERED   REGISTERED     PER SHARE*       PRICE*         FEE
    -------------  ------------  --------------   ---------    ------------
Common Stock,    1,000,000      $30.875       $30,875,000    $10,646.55
    $.01 par value     Shares
- -----------------

*   Estimated solely for the purpose of calculating the registration fee, on 
the basis of the average of the high and low prices per share of the
Registrant's Common Stock as reported in the on the NASDAQ National Market
for July 9, 1996, in accordance with Rule 457(c) promulgated under the
Securities Act of 1933.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement  also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
================================================================================
2

                                    PART I.

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Note: The document(s) containing the information concerning the Employee
Savings Plan, Retirement Savings Plan and the Savings Plan For Represented
Employees (collectively, the "Plans"), required by Item 1 of this Form and the
statement of availability of registrant information, and other information
required by Item 2 of this Form will be sent or given to participants as
specified by Rule 428(b)(1). In accordance with Rule 428 and the requirements
of Item 1 of Form S-8, such documents are not being filed with the Securities
and Exchange Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. The Registrant
shall maintain a file of such documents in accordance with the provisions of
Rule 428. Upon request, the Registrant shall furnish to the Commission or its
staff a copy or copies of all of the documents included in such file.

     Shares of the Registrant's Common Stock to be purchased for the Plans will
be purchased in the open market by the Trustee of the Plans.
3

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission") pursuant to either the
Securities Act of 1933, as amended (the "Securities Act"), or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and are hereby
incorporated by reference in this Registration Statement:

         (a) The Registrant's Annual Report on Form 10-K for the year ended
         January 31, 1996, including the financial statements contained
         therein;

         (b)  The Registrant's Amended Annual Report on Form 10-K/A for the
         Fiscal Year Ended January 31, 1996, filed on June 28, 1996;

         (c) The Registrant's Quarterly Report on Form 10-Q for the fiscal
         quarter ended April 30, 1996.

         (d)  The Registrant's Current Reports on Form 8-K dated June 25,
         1996 and July 11, 1996.

         (e) The Registrant's Registration Statement on Form S-4
         (Registration No. 333-04909), including the description of the
         Registrant's Common Stock contained in the Joint Proxy
         Statement/Prospectus constituting a part thereof.

         (f) All documents filed by the Registrant with the Commission pursuant
         to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (prior to the
         filing of a post-effective amendment which indicates that all
         securities offered have been sold or which deregisters all securities
         then remaining unsold), shall be deemed to be incorporated by
         reference herein and to be a part hereof from the date of filing of
         such documents. Any statement contained in a document incorporated or
         deemed to be incorporated by reference herein shall be deemed to be
         modified of superseded for purposes of this Registration Statement to
         the extent that a statement contained herein, or in any other
         subsequently filed document which is also incorporated or deemed to be
         incorporated by reference herein, modifies or supersedes such
         statement. Any statement so modified or superseded shall not be
         deemed, except as so modified or superseded, to constitute a part of
         this Registration Statement.

Item 4.  DESCRIPTION OF SECURITIES.

      Not applicable.
4

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     None.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Set forth below is a description of certain provisions of the By-laws (the
"By-laws") of the Company and the General Corporation Law of the State of
Delaware (the "DGCL"), as such provisions relate to the indemnification of the
directors and officers of the Company. This description is intended only as a
summary and is qualified in its entirety by reference to the Restated
Certificate of Incorporation, the By-laws and the DGCL.

     Section 145 of the General Corporation Law of Delaware empowers a
corporation to indemnify any person who was or is a party or witness or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reasons of the
fact that he or she is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise.
Depending on the character of the proceeding, a corporation may indemnify
against expenses, costs and fees (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred in connection
with such action, suit or proceeding if the person indemnified acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. If the person indemnified is not wholly successful in such action,
suit or proceeding, but is successful, on the merits or otherwise, in one or
more but less than all claims, issues or matters in such proceeding, he or she
may be indemnified against expenses actually and reasonably incurred in
connection with each successfully resolved claim, issue or matter. In the case
of an action or suit by or in the right of the corporation, no indemnification
may be made in respect to any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery, or the court in which such action or suit
was brought, shall determine that, despite the adjudication of liability, such
person is fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper. Section 145 provides that, to the extent a
director, officer, employee or agent of a corporation has been successful in
the defense of any action, suit or proceeding referred to above or in the
defense of any claim, issue or manner therein, he or she shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred
by him or her in connection therewith.

     The Company's By-laws provide for indemnification by the Company of its
directors and officers to the full extent permitted by the DGCL. Pursuant to
Section 145 of the DGCL, the Company will purchase insurance on behalf of its
present and former directors and officers against liabilities asserted against
or incurred by them in such capacity or arising out of their status as such.
5

     The Company has entered into or intends to enter into indemnification
agreements with each of its executive officers and directors pursuant to which
the Company will agree to indemnify such individuals to the extent permitted
under Delaware law.

Item 7.  Exemption from Registration Claimed.

       Not applicable.

Item 8.  Exhibits.

    Exhibit                      Title
                               
      4.1   Hayes Wheels International, Inc. Employee Savings Plan 
            (incorporated by reference to Exhibit 4.3 to the Registrant's 
            Registration Statement on Form S-8 (Registration No. 33-71708).

      4.2   Hayes Wheels International, Inc. Retirement Savings Plan
            (incorporated by reference to Exhibit 4.4 to the Registrant's
            Registration Statement on Form S-8 (Registration No. 33-71708).

      4.3   First Amendment, dated April 7, 1995, to Hayes Wheels 
            International, Inc. Retirement Savings Plan

      4.4   Hayes Wheels International, Inc. Savings Plan for Represented
            Employees (incorporated by reference to Exhibit 4.5 to the
            Registrant's Registration Statement on Form S-8 (Registration No.
            33-71708).

      4.5   First Amendment, dated May 19, 1995, to Hayes Wheels International,
            Inc. Savings Plan for Represented Employees

      24(a) Consent of KPMG Peat Marwick, independent certified public 
            accountants.

      25    Powers of Attorney -- contained on signature pages.

      The Registrant will submit or has submitted the Plans and any amendments
      thereto to the Internal Revenue Service ("IRS") in a timely manner and
      has made or will make all changes required by the IRS in order to qualify
      the Plans.
6
Item 9.  UNDERTAKINGS.

       The undersigned Registrant hereby undertakes:

(a)  RULE 415(A) UNDERTAKINGS

      (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

           (i) To include any prospectus required by Section 10(a)(3) of the
           Securities Act;

           (ii) To reflect in the prospectus any facts or events arising
           after the effective date of the Registration Statement (or the most
           recent post-effective amendment thereof) which, individually or in
           the aggregate, represent a fundamental change in the information set
           forth in the Registration Statement; and notwithstanding the
           foregoing, any increase or decrease in volume of securities offered
           (if the dollar value of securities offered would not exceed that
           which was registered) any deviation from the low or high end of the
           estimated maximum offering range may be reflected in the form of a
           prospectus filed with the Commission pursuant to Rule 424(b) if, in
           the aggregate, the changes in volume and price represent no more
           than a 20% change in the maximum aggregate offering price set forth
           in the "Calculation of Registration Fee" table in the effective
           registration statement; and

           (iii) To include any material information with respect to the plan
           of distribution not previously disclosed in the Registration
           Statement or any material change to such information in the
           Registration Statement;

provided, however, that paragraphs (a)(l)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

      (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.

(b)  RULE 415(B) UNDERTAKING

     The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
7

(c)  RULE 415(H) UNDERTAKING

     Insofar as indemnification for liabilities arising under the-Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against  public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
8

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, there
unto duly authorized, in the City of Romulus, State of Michigan, on July 12,
1996.

                                        HAYES WHEELS INTERNATIONAL, INC.

                                        By: /s/  Ranko Cucuz
                                           -----------------------------------
                                           Ranko Cucuz
                                           Chairman of the Board and Chief
                                           Executive Officer

                               POWER OF ATTORNEY

     Each person whose signature below appoints Daniel M. Sandberg and Barry J.
Miller, and each of them, as his attorney-in-fact and agent, with full power of
substitution and resubstitution, to sign and file with the Securities and
Exchange Commission any amendments to this Registration Statement (including
post-effective amendments) and to file with the Securities and Exchange
Commission one or more supplements to any prospectus included in any of the
foregoing, and generally to do anything else necessary and proper in connect)
therewith.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Name                             Title                                Date

/s/ Ranko Cucuz             Chairman of the Board of Directors           July 12, 1996
- -------------------------   and Chief Executive Officer; President;
      Ranko Cucuz           

/s/ Timothy J. Clark         
- --------------------------            Director                           July 12, 1996
    Timothy J. Clark

- --------------------------            Director                           July 12, 1996
Cleveland A. Christophe
9

- --------------------------     Director                            July 12, 1996
    Peter A. Joseph                                               
                                                                  
- --------------------------     Director                            July 12, 1996
      Paul S. Levy                                                
/s/ John S. Rodewig                                               
- --------------------------     Director                            July 12, 1996
     John S. Rodewig                                              
/s/ Marcos A. Rodriguez                                           
- --------------------------     Director                            July 12, 1996
   Marcos A. Rodriguez                                            
/s/ Kenneth L. Way                                                
- --------------------------     Director                            July 12, 1996
   Kenneth L. Way                                                 
                                                                  
/s/ William D. Shovers         Vice President--Finance;            July 12, 1996
- --------------------------     Principal Financial 
  William D. Shovers           Officer and Principal Accounting 
                               Officer
10

                               TRUSTEE SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefits plans) have duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Romulus, State of Michigan, on July
12, 1996.

EMPLOYEE SAVINGS PLAN

By: /s/ Kurt Suckow
    ---------------------------
Name: Kurt Suckow
Title:     Plan Administrator

RETIREMENT SAVINGS PLAN

By: /s/ Kurt Suckow
    ---------------------------
Name:  Kurt Suckow
Title: Plan Administrator

SAVINGS PLAN FOR REPRESENTED EMPLOYEES

By: /s/ Kurt Suckow
    ---------------------------
Name:  Kurt Suckow
Title: Plan Administrator
11

                                 EXHIBIT INDEX

    Exhibit                   Title
    -------                 ---------- 
      4.1   Hayes Wheels International, Inc. Employee Savings Plan 
            (incorporated by reference to Exhibit 4.3 to the Registrant's 
            Registration Statement on Form S-8 (Registration No. 33-71708).

      4.2   Hayes Wheels International, Inc. Retirement Savings Plan
            (incorporated by reference to Exhibit 4.4 to the Registrant's
            Registration Statement on Form S-8 (Registration No. 33-71708).

      4.3   First Amendment, dated April 7, 1995, to Hayes Wheels International,
            Inc. Retirement Savings Plan

      4.4   Hayes Wheels International, Inc. Savings Plan for Represented
            Employees (incorporated by reference to Exhibit 4.5 to the
            Registrant's Registration Statement on Form S-8 (Registration No.
            33-71708).

      4.5   First Amendment, dated May 19, 1995, to Hayes Wheels International,
            Inc. Savings Plan for Represented Employees

      24(a) Consent of KPMG Peat Marwick, independent certified public
            accountants.

      25    Powers of Attorney -- contained on signature pages.