<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                           (I.R.S. Employer
incorporation or organization)                            Identification No.)

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

           HAYES WHEELS INTERNATIONAL, INC. 1996 STOCK OPTION PLAN
                             (Full Title of Plan)

                              ------------------
                           DANIEL M. SANDBERG, ESQ.

                      Vice President -- General Counsel

                       HAYES WHEELS INTERNATIONAL, INC.

                           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)

--------------------------------------------------------------------------------
                       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                                                     
($.01 par value):       3,000,000 Shares        $ 33.59                        $ 100,770,000         $ 30,540

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

*       Estimated solely for the purpose of calculating the registration fee,
        computed pursuant to paragraphs (c) and (h) of Rule 457 under the 
        Securities Act of 1933, as amended, on the basis of the average of the 
        high and low prices ($33.59) of a share of Common Stock of Hayes 
        Wheels International, Inc. (the "Registrant") as reported on the 
        Nasdaq National Market System on October 31, 1997, which is within five
        business days prior to filing.
                                                
================================================================================
<PAGE>   2
                           INCORPORATION BY REFERENCE

I.            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        Note:  The document(s) containing the information concerning the Hayes
Wheels International, Inc. 1996 Stock Option Plan (the "Plan"), 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) of the Securities Act
of 1933, as amended (the "Securities Act").  In accordance with Rule 428 and
the requirements of Part 1 of Form S-8, such documents are not being filed with
the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act.  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.









                                      -2-
<PAGE>   3
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
Commission pursuant to either 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
        fiscal year ended January 31, 1997, including the financial statements
        contained herein;

                (b)     The Registrant's Quarterly Reports on Form 10-Q for the
        fiscal quarters ended April 30, 1997 and July 31, 1997 including the
        financial statements contained therein;

                (c)     The Registrant's Current Reports on Form 8-K dated June
        6, 1997, June 20, 1997, June 30, 1997 and July 16, 1997;

                (d)     The Registrant's Proxy Statement for the 1997 Annual
        Meeting of Stockholders, dated September 18, 1997;

                (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; and

                (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 or
        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.

ITEM 5.         INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Daniel M. Sandberg, Esq., General Counsel of the Registrant, who has
opined on the validity of the securities to be issued under the Plan, is the
beneficial owner of 40,509 shares of Common Stock of the Registrant (including
shares subject to vested stock options) and has been granted options under the
Plan to acquire 126,739 shares of Common Stock.

ITEM 6.         INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Set forth below is a description of certain provisions of the Amended
and Restated 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 By-laws and the DGCL.

        Section 145 of the DGCL 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 fullest extent permitted by the DGCL.  Pursuant
to Section 145 of the DGCL, the Company has purchased 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.

        The Company has entered into indemnification agreements with each of
its directors pursuant to which the Company has agreed to indemnify such
individuals to the fullest extent permitted under Delaware law.


                                      -3-
<PAGE>   4
ITEM 7.         EXEMPTION FROM REGISTRATION CLAIMED.

       Not applicable.

ITEM 8.         EXHIBITS.

Exhibits        Titles

  4.1.          Hayes Wheels International, Inc. 1996 Stock Option Plan
                (incorporated by reference to Exhibit A to the Registrant's
                Proxy Statement for the Annual Meeting of Stockholders, dated
                September 18, 1997).

  4.2           Form of Stock Option Agreement relating to grants of options
                under the Hayes Wheels International, Inc. 1996 Stock Option
                Plan (incorporated by reference to Exhibit B to the Registrant's
                Proxy Statement for the Annual Meeting of Stockholders, dated
                September 18, 1997).

  4.3           Restated Certificate of Incorporation of the Registrant and
                Certificate of Correction thereof (incorporated by reference
                from Exhibit 3.1 to the Registrant's Current Report on Form 8-K,
                dated July 2, 1996.)

  4.4           Amended and Restated By-laws of the Registrant (incorporated by
                reference from Exhibit 3.2 to the Registrant's Current Report on
                Form 8-K, dated July 2, 1996).

  5             Opinion of Daniel M. Sandberg, Esq.

  23.1          Consent of KPMG Peat Marwick LLP, independent certified public 
                accountants.

  23.2          Consent of KPMG Deutsche Treuhand-Gesellschaft
                Aktiengesellschaft Wirtschaftsprufungsgesellschaft

  23.3          Consent of Ernst & Young LLP

  23.4          Consent of Daniel M. Sandberg, Esq. (Included in Exhibit 5).

  24            Powers of Attorney.  (Contained on signature page).

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)(1)(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.

(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 or 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>   5
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has 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 the date of November
4, 1997.
 
                                          HAYES WHEELS INTERNATIONAL, INC.
 
                                          By:    /s/ DANIEL M. SANDBERG
 
                                            ------------------------------------
                                                     Daniel M. Sandberg
                                              Vice President - General Counsel
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below hereby authorizes Daniel M.
Sandberg and Patrick B. Carey, and each of them, as attorney-in-fact and agents,
with full powers of substitution, to sign on his or her behalf, individually and
in the capacities stated below, and to file any and all amendments (including
post-effective amendments) to this Registration Statement with the Securities
and Exchange Commission, granting to said attorney-in-fact and agents full power
and authority to perform any other act on behalf of the undersigned required to
be done in the premises.
 
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
 
<TABLE>
<CAPTION>
                    SIGNATURE                                     TITLE                          DATE
                    ---------                                     -----                          ----
  <C>                                                 <S>                                  <C>
                 /s/ RANKO CUCUZ                      Chairman of the Board,               October 31, 1997
  ---------------------------------------------       President and Chief Executive
                   Ranko Cucuz                        Officer
 
             /s/ WILLIAM D. SHOVERS                   Vice President, Chief                October 31, 1997
  ---------------------------------------------       Financial Officer and
               William D. Shovers                     Principal Accounting Officer
 
           /s/ CLEVELAND A. CHRISTOPHE                Director                             October 31, 1997
  ---------------------------------------------
             Cleveland A. Christophe
 
              /s/ TIMOTHY J. CLARK                    Director                             October 31, 1997
  ---------------------------------------------
                Timothy J. Clark
 
               /s/ ANDREW R. HEYER                    Director                             October 31, 1997
  ---------------------------------------------
                 Andrew R. Heyer
</TABLE>
<PAGE>   6
<TABLE>
<CAPTION>
                    SIGNATURE                                     TITLE                          DATE
                    ---------                                     -----                          ----
  <C>                                                 <S>                                  <C>
             /s/ HORST KUKWA-LEMMERZ                  Director                             October 31, 1997
  ---------------------------------------------
               Horst Kukwa-Lemmerz
 
                /s/ PAUL S. LEVY                      Director                             October 31, 1997
  ---------------------------------------------
                  Paul S. Levy
 
              /s/ JEFFREY LIGHTCAP                    Director                             October 31, 1997
  ---------------------------------------------
                Jeffrey Lightcap
 
              /s/ WIENAND MEILICKE                    Director                             October 31, 1997
  ---------------------------------------------
                Wienand Meilicke
 
               /s/ JOHN S. RODEWIG                    Director                             October 31, 1997
  ---------------------------------------------
                 John S. Rodewig
 
                /s/ DAVID Y. YING                     Director                             October 31, 1997
  ---------------------------------------------
                  David Y. Ying
</TABLE>
<PAGE>   7
                                EXHIBIT INDEX

Exhibit                            Title
-------                            -----

  4.1.          Hayes Wheels International, Inc. 1996 Stock Option Plan
                (incorporated by reference to Exhibit A to the Registrant's
                Proxy Statement for the Annual Meeting of Stockholders, dated
                September 18, 1997).

  4.2           Form of Stock Option Agreement relating to grants of options
                under the Hayes Wheels International, Inc. 1996 Stock Option
                Plan (incorporated by reference to Exhibit B to the Registrant's
                Proxy Statement for the Annual Meeting of Stockholders, dated
                September 18, 1997).

  4.3           Restated Certificate of Incorporation of the Registrant and
                Certificate of Correction thereof (incorporated by reference
                from Exhibit 3.1 to the Registrant's Current Report on Form 8-K,
                dated July 2, 1996.)

  4.4           Amended and Restated By-laws of the Registrant (incorporated by
                reference from Exhibit 3.2 to the Registrant's Current Report on
                Form 8-K, dated July 2, 1996).

  5             Opinion of Daniel M. Sandberg, Esq.

  23.1          Consent of KPMG Peat Marwick LLP, independent certified public 
                accountants.

  23.2          Consent of KPMG Deutsche Treuhand-Gesellschaft
                Aktiengesellschaft Wirtschaftsprufungsgesellschaft

  23.3          Consent of Ernst & Young LLP

  23.4          Consent of Daniel M. Sandberg, Esq. (Included in Exhibit 5).

  24            Powers of Attorney.  (Contained on signature page).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23615}]
{"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": "333-39427", "film-number": "97707342"}, "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                           (I.R.S. Employer
incorporation or organization)                            Identification No.)

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

           HAYES WHEELS INTERNATIONAL, INC. 1996 STOCK OPTION PLAN
                             (Full Title of Plan)

                              ------------------
                           DANIEL M. SANDBERG, ESQ.

                      Vice President -- General Counsel

                       HAYES WHEELS INTERNATIONAL, INC.

                           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)

--------------------------------------------------------------------------------
                       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                                                     
($.01 par value):       3,000,000 Shares        $ 33.59                        $ 100,770,000         $ 30,540

-------------------------------------------------------------------------------------------------------------------------------
*       Estimated solely for the purpose of calculating the registration fee,
        computed pursuant to paragraphs (c) and (h) of Rule 457 under the 
        Securities Act of 1933, as amended, on the basis of the average of the 
        high and low prices ($33.59) of a share of Common Stock of Hayes 
        Wheels International, Inc. (the "Registrant") as reported on the 
        Nasdaq National Market System on October 31, 1997, which is within five
        business days prior to filing.
                                                
================================================================================
2
                           INCORPORATION BY REFERENCE

I.            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        Note:  The document(s) containing the information concerning the Hayes
Wheels International, Inc. 1996 Stock Option Plan (the "Plan"), 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) of the Securities Act
of 1933, as amended (the "Securities Act").  In accordance with Rule 428 and
the requirements of Part 1 of Form S-8, such documents are not being filed with
the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act.  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.

                                      -2-
3
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
Commission pursuant to either 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
        fiscal year ended January 31, 1997, including the financial statements
        contained herein;

                (b)     The Registrant's Quarterly Reports on Form 10-Q for the
        fiscal quarters ended April 30, 1997 and July 31, 1997 including the
        financial statements contained therein;

                (c)     The Registrant's Current Reports on Form 8-K dated June
        6, 1997, June 20, 1997, June 30, 1997 and July 16, 1997;

                (d)     The Registrant's Proxy Statement for the 1997 Annual
        Meeting of Stockholders, dated September 18, 1997;

                (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; and

                (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 or
        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.

ITEM 5.         INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Daniel M. Sandberg, Esq., General Counsel of the Registrant, who has
opined on the validity of the securities to be issued under the Plan, is the
beneficial owner of 40,509 shares of Common Stock of the Registrant (including
shares subject to vested stock options) and has been granted options under the
Plan to acquire 126,739 shares of Common Stock.

ITEM 6.         INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Set forth below is a description of certain provisions of the Amended
and Restated 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 By-laws and the DGCL.

        Section 145 of the DGCL 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 fullest extent permitted by the DGCL.  Pursuant
to Section 145 of the DGCL, the Company has purchased 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.

        The Company has entered into indemnification agreements with each of
its directors pursuant to which the Company has agreed to indemnify such
individuals to the fullest extent permitted under Delaware law.

                                      -3-
4
ITEM 7.         EXEMPTION FROM REGISTRATION CLAIMED.

       Not applicable.

ITEM 8.         EXHIBITS.

Exhibits        Titles

  4.1.          Hayes Wheels International, Inc. 1996 Stock Option Plan
                (incorporated by reference to Exhibit A to the Registrant's
                Proxy Statement for the Annual Meeting of Stockholders, dated
                September 18, 1997).

  4.2           Form of Stock Option Agreement relating to grants of options
                under the Hayes Wheels International, Inc. 1996 Stock Option
                Plan (incorporated by reference to Exhibit B to the Registrant's
                Proxy Statement for the Annual Meeting of Stockholders, dated
                September 18, 1997).

  4.3           Restated Certificate of Incorporation of the Registrant and
                Certificate of Correction thereof (incorporated by reference
                from Exhibit 3.1 to the Registrant's Current Report on Form 8-K,
                dated July 2, 1996.)

  4.4           Amended and Restated By-laws of the Registrant (incorporated by
                reference from Exhibit 3.2 to the Registrant's Current Report on
                Form 8-K, dated July 2, 1996).

  5             Opinion of Daniel M. Sandberg, Esq.

  23.1          Consent of KPMG Peat Marwick LLP, independent certified public 
                accountants.

  23.2          Consent of KPMG Deutsche Treuhand-Gesellschaft
                Aktiengesellschaft Wirtschaftsprufungsgesellschaft

  23.3          Consent of Ernst & Young LLP

  23.4          Consent of Daniel M. Sandberg, Esq. (Included in Exhibit 5).

  24            Powers of Attorney.  (Contained on signature page).

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)(1)(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.

(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 or 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.
5
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has 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 the date of November
4, 1997.
 
                                          HAYES WHEELS INTERNATIONAL, INC.
 
                                          By:    /s/ DANIEL M. SANDBERG
 
                                            ------------------------------------
                                                     Daniel M. Sandberg
                                              Vice President - General Counsel
 
                               POWER OF ATTORNEY
 
     Each person whose signature appears below hereby authorizes Daniel M.
Sandberg and Patrick B. Carey, and each of them, as attorney-in-fact and agents,
with full powers of substitution, to sign on his or her behalf, individually and
in the capacities stated below, and to file any and all amendments (including
post-effective amendments) to this Registration Statement with the Securities
and Exchange Commission, granting to said attorney-in-fact and agents full power
and authority to perform any other act on behalf of the undersigned required to
be done in the premises.
 
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                     TITLE                          DATE
                    ---------                                     -----                          ----
/s/ RANKO CUCUZ                      Chairman of the Board,               October 31, 1997
  ---------------------------------------------       President and Chief Executive
                   Ranko Cucuz                        Officer
 
             /s/ WILLIAM D. SHOVERS                   Vice President, Chief                October 31, 1997
  ---------------------------------------------       Financial Officer and
               William D. Shovers                     Principal Accounting Officer
 
           /s/ CLEVELAND A. CHRISTOPHE                Director                             October 31, 1997
  ---------------------------------------------
             Cleveland A. Christophe
 
              /s/ TIMOTHY J. CLARK                    Director                             October 31, 1997
  ---------------------------------------------
                Timothy J. Clark
 
               /s/ ANDREW R. HEYER                    Director                             October 31, 1997
  ---------------------------------------------
                 Andrew R. Heyer
6
SIGNATURE                                     TITLE                          DATE
                    ---------                                     -----                          ----
/s/ HORST KUKWA-LEMMERZ                  Director                             October 31, 1997
  ---------------------------------------------
               Horst Kukwa-Lemmerz
 
                /s/ PAUL S. LEVY                      Director                             October 31, 1997
  ---------------------------------------------
                  Paul S. Levy
 
              /s/ JEFFREY LIGHTCAP                    Director                             October 31, 1997
  ---------------------------------------------
                Jeffrey Lightcap
 
              /s/ WIENAND MEILICKE                    Director                             October 31, 1997
  ---------------------------------------------
                Wienand Meilicke
 
               /s/ JOHN S. RODEWIG                    Director                             October 31, 1997
  ---------------------------------------------
                 John S. Rodewig
 
                /s/ DAVID Y. YING                     Director                             October 31, 1997
  ---------------------------------------------
                  David Y. Ying
7
                                EXHIBIT INDEX

Exhibit                            Title
-------                            -----

  4.1.          Hayes Wheels International, Inc. 1996 Stock Option Plan
                (incorporated by reference to Exhibit A to the Registrant's
                Proxy Statement for the Annual Meeting of Stockholders, dated
                September 18, 1997).

  4.2           Form of Stock Option Agreement relating to grants of options
                under the Hayes Wheels International, Inc. 1996 Stock Option
                Plan (incorporated by reference to Exhibit B to the Registrant's
                Proxy Statement for the Annual Meeting of Stockholders, dated
                September 18, 1997).

  4.3           Restated Certificate of Incorporation of the Registrant and
                Certificate of Correction thereof (incorporated by reference
                from Exhibit 3.1 to the Registrant's Current Report on Form 8-K,
                dated July 2, 1996.)

  4.4           Amended and Restated By-laws of the Registrant (incorporated by
                reference from Exhibit 3.2 to the Registrant's Current Report on
                Form 8-K, dated July 2, 1996).

  5             Opinion of Daniel M. Sandberg, Esq.

  23.1          Consent of KPMG Peat Marwick LLP, independent certified public 
                accountants.

  23.2          Consent of KPMG Deutsche Treuhand-Gesellschaft
                Aktiengesellschaft Wirtschaftsprufungsgesellschaft

  23.3          Consent of Ernst & Young LLP

  23.4          Consent of Daniel M. Sandberg, Esq. (Included in Exhibit 5).

  24            Powers of Attorney.  (Contained on signature page).