<PAGE>   1
================================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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

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

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

                           CANNONDALE CORPORATION
           (Exact name of registrant as specified in its charter)

Delaware                                                              06-0871823
(State or other jurisdiction                                    (I.R.S. Employer
of incorporation or organization)                         Identification Number)



                                      
                                      
                              9 Brookside Place,
                     Georgetown, Connecticut  06829-0122
             (Address of principal executive offices) (Zip code)
                                      
                               ---------------
                                      
                            CANNONDALE CORPORATION
                                      
                            1996 STOCK OPTION PLAN
                                      
                           (Full Title of the Plan)
                                      
                               ---------------
                                                   
                                                 COPIES TO:
WILLIAM A. LUCA                                  JOHN SANDERS, ESQ.
Vice President of Finance                        LEVETT, ROCKWOOD & SANDERS
CANNONDALE CORPORATION                           PROFESSIONAL CORPORATION
9 Brookside Place                                33 Riverside Avenue
Georgetown, Connecticut  06829-0122              Westport, Connecticut  06880
(203) 544-9800                                     
(Name, address and telephone
number, including area code, of agent for service)             

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===============================================================================================================
                                                              Proposed          Proposed
                                                               Maximum           Maximum
                                               Amount         Offering          Aggregate        Amount of
             Title of Securities               to be            Price           Offering       Registration
              to be Registered               Registered       Per Share           Price             Fee
---------------------------------------------------------------------------------------------------------------
 <S>                                          <C>             <C>            <C>                 <C>
 Common Stock, par value $.01 per         
   share . . . . . . . . . . . . . . . .      750,000         $18.625(1)    $13,968,750(1)      $4,816.80              
===============================================================================================================
</TABLE>

     (1)  Estimated solely for the purpose of calculating the registration fee,
and computed in accordance with Rule 457(h) on the basis of the maximum option
exercise price of the Common Stock pursuant to outstanding options.
<PAGE>   2
                             CANNONDALE CORPORATION

                       CROSS-REFERENCE SHEET FOR PART II


<TABLE>
<CAPTION>
ITEM IN FORM S-8, PART II                                                 PAGE NUMBER IN REGISTRATION STATEMENT
-------------------------                                                 -------------------------------------
<S>  <C>                                                                                        <C>
3.   Incorporation of Documents by Reference  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

4.   Description of Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicable

5.   Interests of Named Experts and Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicable

6.   Indemnification of Directors and Officers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

7.   Exemption from Registration Claimed  . . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicable

8.   Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3

9.   Undertakings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
</TABLE>
<PAGE>   3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     There are incorporated by reference and made a part hereof:

     (a)         the annual report of Cannondale Corporation (the "Company" or
                 "registrant") filed pursuant to Section 13(a) or 15(d) of the
                 Securities Exchange Act of 1934, as amended (the "Exchange
                 Act") that contains audited financial statements for the
                 Company's latest fiscal year for which such statements have
                 been filed;

     (b)         all other reports filed pursuant to Section 13(a) or 15(d) of
                 the Exchange Act since the end of the fiscal year covered by
                 the annual report referred to in (a) above; and

     (c)         the description of the authorized capital stock of the Company
                 contained in the Company's registration statement filed under
                 Section 12 of the Exchange Act, including any amendment or
                 report filed for the purpose of updating the description.

All reports and documents filed by the Company pursuant to Sections 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 in this Registration Statement and to be a part
hereof from the date of filing such documents.  Any statement incorporated by
reference herein shall be deemed to be modified or superseded for the purposes
of this Registration Statement and any amendment or supplement hereto to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this Registration Statement or any such amendment or supplement.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

     The Company's Bylaws provide that the officers, directors, employees and
agents of the registrant shall be reimbursed and indemnified by the registrant
to the maximum extent permitted by Section 145 of the Delaware General
Corporation Law.

     Section 145(a) provides that a corporation may indemnify any person who
was, is, or is threatened to be made, a party to any threatened, pending or
completed proceeding (other than an action by or brought derivatively on behalf
of the corporation) by reason of his being a director, officer, employee
<PAGE>   4
or agent of the corporation, against judgments, fines, amounts paid in
settlement and expenses (including attorneys' fees) reasonably and actually
incurred by him in connection with such proceeding.  The corporation may
indemnify such person (1) if it is concluded (as provided in subsection (d) of
Section 145) that such person acted in good faith and in a manner he reasonably
believed to be in the best interests of the corporation and, with respect to a
criminal proceeding, that he had no reasonable cause to believe his conduct was
unlawful, or (2) to the extent such person was successful in the defense of the
proceeding.

     Section 145(b) provides that a corporation may indemnify any person who
was, is, or is threatened to be made, a party to any threatened, pending or
completed proceeding brought either by the corporation or derivatively on
behalf of the corporation, by reason of his being a director, officer, employee
or agent of the corporation, against expenses reasonably and actually incurred
by him in connection with such proceeding.  The corporation may indemnify such
person (1) to the extent such person was successful in the defense of the
proceeding, or (2) if it is concluded (as provided in subsection (d) of Section
145) that he acted in good faith, except that no indemnification shall be made
with respect to any matter as to which such person shall have been adjudged
liable to the corporation unless and only to the extent that the court shall
determine upon application that, in view of all the circumstances, such person
is fairly and reasonably entitled to indemnity and then for such amount as the
court deems proper.

     Subsection (d) of Section 145 allows a conclusion as to indemnification to
be made (1) by the majority of the directors who are not parties to the
proceeding, (2) by an independent legal counsel, or (3) by the stockholders.

     The Company has entered into indemnification agreements with the directors
and officers of the Company, indemnifying each such person against losses,
liabilities and expenses arising out of any claims made against such person by
reason of his being a director or officer of the Company.  Among other
exclusions, the Company shall not indemnify any person with respect to claims
involving receipt of a personal benefit to which the recipient is not entitled;
the return of profits from the sale of securities as contemplated by Section 16
of the Exchange Act; or knowingly fraudulent, dishonest or willful misconduct.

     Limitation on Liability of Directors.  Article Ninth of the Company's
Amended and Restated Certificate of Incorporation provides that, subject to
certain exceptions, no director shall be personally liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty.
Notwithstanding the foregoing, a director shall be liable if the breach (i) is
a breach of the director's duty of loyalty to the Company or its stockholders,
(ii) involves a knowing violation of law or intentional misconduct, (iii) shows
a lack of good faith, (iv) enables the director to receive an improper personal
benefit, or (v) creates a liability under Section 174 of the Delaware General
Corporation Law (which creates liability for repayment to a corporation of
certain unlawful dividend payments or unlawful purchases or redemptions).

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.





                                       2
<PAGE>   5
ITEM 8.  EXHIBITS

                                  DESCRIPTION

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                              EXHIBIT
-------                                             -------
<S>      <C>     <C>
4.1      --      Form of Amended and Restated Certificate of Incorporation 
                 (incorporated by reference to Exhibit 3.2 to the
                 Company's Registration Statement on Form S-1, Registration 
                 No. 33-84566).

4.2      --      Form of Amended and Restated Bylaws of the Company 
                 (incorporated by reference to Exhibit 3.3 to the Company's
                 Registration Statement on Form S-1, Registration 
                 No. 33-84566).

4.4      --      Cannondale Corporation 1996 Stock Option Plan, to which 
                 are appended form of Non-Qualified Stock Option Agreement
                 and form of Stockholders Agreement.

5        --      Opinion of Levett, Rockwood & Sanders Professional 
                 Corporation concerning the Common Stock.

23.1     --      Consent of Ernst & Young LLP.

23.2     --      Consent of Levett, Rockwood & Sanders Professional 
                 Corporation (included in its opinion filed as 
                 Exhibit 5 hereto).

24       --      Power-of-Attorney (incorporated by reference to the 
                 signature page of the Registration Statement).
</TABLE>

ITEM 9.  UNDERTAKINGS

         The undersigned registrant hereby undertakes:

         (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 of 1933;

                 (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;





                                       3
<PAGE>   6
                 (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 with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 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.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) 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.

         Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange 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 of
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.





                                       4
<PAGE>   7
                                   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 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 Town of Redding, State of Connecticut, on November 25,
1996.

                                   CANNONDALE CORPORATION
                  
                                   By:    /s/ WILLIAM A. LUCA 
                                       -----------------------
                                         William A. Luca
                                         Vice President of Finance, Treasurer
                                         and Chief Financial Officer


                               POWER OF ATTORNEY

         Each person whose signature appears below hereby authorizes Joseph S.
Montgomery and William A. Luca and either of them, to file one or more
amendments (including post-effective amendments) to this Registration
Statement, which amendments may make such changes in this Registration
Statement as any of them deems appropriate, and each such person hereby
appoints Joseph S. Montgomery and William A. Luca, and either of them, as
attorney-in-fact to execute in the name and on behalf of each such person
individually, and in each capacity stated below, any such amendments to this
Registration Statement.

         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
---------                                               -----                                      ----
  <S>                                     <C>                                               <C>
  /s/ JOSEPH S. MONTGOMERY                Chairman, President, Chief Executive              November 25, 1996
---------------------------------         Officer and Director (Principal                                    
    Joseph S. Montgomery                  Executive Officer)                            
                                                                                        
  /s/ WILLIAM A. LUCA                     Vice President of Finance, Treasurer,             November 25, 1996
---------------------------------         Chief Financial Officer and Director                               
    William A. Luca                       (Principal Financial Officer)                 
                                                                                        
  /s/ RICHARD J. RESCH                    Vice President of Technology                      November 25, 1996
---------------------------------         Development and Director                                           
    Richard J. Resch                                                                    
                                                                                        
  /s/ JAMES SCOTT MONTGOMERY              Vice President of Marketing                       November 25, 1996
---------------------------------         and Director                                                         
    James Scott Montgomery                                                              
                                                                                        
  /s/ JOHN MORIARTY                       Assistant Treasurer, Director of Accounting       November 25, 1996
---------------------------------         (Principal Accounting Officer)                                       
    John Moriarty                                                                     
</TABLE>





                                       5
<PAGE>   8


                                              Director
---------------------------------------               
    Tarek Abdel-Meguid

                                              Director
---------------------------------------               
    Michael Carter

                                              Director
---------------------------------------               
    Michael J. Stimola





                                       6

<PAGE>   9
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                              EXHIBIT
-------                                             -------
<S>      <C>     <C>
4.1      --      Form of Amended and Restated Certificate of Incorporation 
                 (incorporated by reference to Exhibit 3.2 to the
                 Company's Registration Statement on Form S-1, Registration 
                 No. 33-84566).

4.2      --      Form of Amended and Restated Bylaws of the Company 
                 (incorporated by reference to Exhibit 3.3 to the Company's
                 Registration Statement on Form S-1, Registration 
                 No. 33-84566).

4.4      --      Cannondale Corporation 1996 Stock Option Plan, to which 
                 are appended form of Non-Qualified Stock Option Agreement
                 and form of Stockholders Agreement.

5        --      Opinion of Levett, Rockwood & Sanders Professional 
                 Corporation concerning the Common Stock.

23.1     --      Consent of Ernst & Young LLP.

23.2     --      Consent of Levett, Rockwood & Sanders Professional 
                 Corporation (included in its opinion filed as 
                 Exhibit 5 hereto).

24       --      Power-of-Attorney (incorporated by reference to the 
                 signature page of the Registration Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22729}]
{"company-data": {"conformed-name": "CANNONDALE CORP /", "cik": "0000930795", "assigned-sic": "3751", "irs-number": "060871823", "state-of-incorporation": "DE", "fiscal-year-end": "0702"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16807", "film-number": "96672563"}, "business-address": {"street1": "9 BROOKSIDE PL", "city": "GEORGETOWN", "state": "CT", "zip": "06829", "phone": "2035449800"}, "mail-address": {"street1": "9 BROOKSIDE PL", "city": "GEORGETOWN", "state": "CT", "zip": "06829"}, "former-company": {"former-conformed-name": "CANNONDALE CORP /DE/", "date-changed": "19940930"}}
1
================================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

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

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

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

                           CANNONDALE CORPORATION
           (Exact name of registrant as specified in its charter)

Delaware                                                              06-0871823
(State or other jurisdiction                                    (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                                      
                                      
                              9 Brookside Place,
                     Georgetown, Connecticut  06829-0122
             (Address of principal executive offices) (Zip code)
                                      
                               ---------------
                                      
                            CANNONDALE CORPORATION
                                      
                            1996 STOCK OPTION PLAN
                                      
                           (Full Title of the Plan)
                                      
                               ---------------
                                                   
                                                 COPIES TO:
WILLIAM A. LUCA                                  JOHN SANDERS, ESQ.
Vice President of Finance                        LEVETT, ROCKWOOD & SANDERS
CANNONDALE CORPORATION                           PROFESSIONAL CORPORATION
9 Brookside Place                                33 Riverside Avenue
Georgetown, Connecticut  06829-0122              Westport, Connecticut  06880
(203) 544-9800                                     
(Name, address and telephone
number, including area code, of agent for service)             

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

                        CALCULATION OF REGISTRATION FEE
===============================================================================================================
                                                              Proposed          Proposed
                                                               Maximum           Maximum
                                               Amount         Offering          Aggregate        Amount of
             Title of Securities               to be            Price           Offering       Registration
              to be Registered               Registered       Per Share           Price             Fee
---------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per         
   share . . . . . . . . . . . . . . . .      750,000         $18.625(1)    $13,968,750(1)      $4,816.80              
===============================================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee,
and computed in accordance with Rule 457(h) on the basis of the maximum option
exercise price of the Common Stock pursuant to outstanding options.
2
                             CANNONDALE CORPORATION

                       CROSS-REFERENCE SHEET FOR PART II
ITEM IN FORM S-8, PART II                                                 PAGE NUMBER IN REGISTRATION STATEMENT
-------------------------                                                 -------------------------------------
3.   Incorporation of Documents by Reference  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

4.   Description of Securities  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicable

5.   Interests of Named Experts and Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicable

6.   Indemnification of Directors and Officers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

7.   Exemption from Registration Claimed  . . . . . . . . . . . . . . . . . . . . . . . . . . . Not applicable

8.   Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3

9.   Undertakings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     There are incorporated by reference and made a part hereof:

     (a)         the annual report of Cannondale Corporation (the "Company" or
                 "registrant") filed pursuant to Section 13(a) or 15(d) of the
                 Securities Exchange Act of 1934, as amended (the "Exchange
                 Act") that contains audited financial statements for the
                 Company's latest fiscal year for which such statements have
                 been filed;

     (b)         all other reports filed pursuant to Section 13(a) or 15(d) of
                 the Exchange Act since the end of the fiscal year covered by
                 the annual report referred to in (a) above; and

     (c)         the description of the authorized capital stock of the Company
                 contained in the Company's registration statement filed under
                 Section 12 of the Exchange Act, including any amendment or
                 report filed for the purpose of updating the description.

All reports and documents filed by the Company pursuant to Sections 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 in this Registration Statement and to be a part
hereof from the date of filing such documents.  Any statement incorporated by
reference herein shall be deemed to be modified or superseded for the purposes
of this Registration Statement and any amendment or supplement hereto to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this Registration Statement or any such amendment or supplement.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS

     The Company's Bylaws provide that the officers, directors, employees and
agents of the registrant shall be reimbursed and indemnified by the registrant
to the maximum extent permitted by Section 145 of the Delaware General
Corporation Law.

     Section 145(a) provides that a corporation may indemnify any person who
was, is, or is threatened to be made, a party to any threatened, pending or
completed proceeding (other than an action by or brought derivatively on behalf
of the corporation) by reason of his being a director, officer, employee
4
or agent of the corporation, against judgments, fines, amounts paid in
settlement and expenses (including attorneys' fees) reasonably and actually
incurred by him in connection with such proceeding.  The corporation may
indemnify such person (1) if it is concluded (as provided in subsection (d) of
Section 145) that such person acted in good faith and in a manner he reasonably
believed to be in the best interests of the corporation and, with respect to a
criminal proceeding, that he had no reasonable cause to believe his conduct was
unlawful, or (2) to the extent such person was successful in the defense of the
proceeding.

     Section 145(b) provides that a corporation may indemnify any person who
was, is, or is threatened to be made, a party to any threatened, pending or
completed proceeding brought either by the corporation or derivatively on
behalf of the corporation, by reason of his being a director, officer, employee
or agent of the corporation, against expenses reasonably and actually incurred
by him in connection with such proceeding.  The corporation may indemnify such
person (1) to the extent such person was successful in the defense of the
proceeding, or (2) if it is concluded (as provided in subsection (d) of Section
145) that he acted in good faith, except that no indemnification shall be made
with respect to any matter as to which such person shall have been adjudged
liable to the corporation unless and only to the extent that the court shall
determine upon application that, in view of all the circumstances, such person
is fairly and reasonably entitled to indemnity and then for such amount as the
court deems proper.

     Subsection (d) of Section 145 allows a conclusion as to indemnification to
be made (1) by the majority of the directors who are not parties to the
proceeding, (2) by an independent legal counsel, or (3) by the stockholders.

     The Company has entered into indemnification agreements with the directors
and officers of the Company, indemnifying each such person against losses,
liabilities and expenses arising out of any claims made against such person by
reason of his being a director or officer of the Company.  Among other
exclusions, the Company shall not indemnify any person with respect to claims
involving receipt of a personal benefit to which the recipient is not entitled;
the return of profits from the sale of securities as contemplated by Section 16
of the Exchange Act; or knowingly fraudulent, dishonest or willful misconduct.

     Limitation on Liability of Directors.  Article Ninth of the Company's
Amended and Restated Certificate of Incorporation provides that, subject to
certain exceptions, no director shall be personally liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty.
Notwithstanding the foregoing, a director shall be liable if the breach (i) is
a breach of the director's duty of loyalty to the Company or its stockholders,
(ii) involves a knowing violation of law or intentional misconduct, (iii) shows
a lack of good faith, (iv) enables the director to receive an improper personal
benefit, or (v) creates a liability under Section 174 of the Delaware General
Corporation Law (which creates liability for repayment to a corporation of
certain unlawful dividend payments or unlawful purchases or redemptions).

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

                                       2
5
ITEM 8.  EXHIBITS

                                  DESCRIPTION
EXHIBIT
NUMBER                                              EXHIBIT
-------                                             -------
4.1      --      Form of Amended and Restated Certificate of Incorporation 
                 (incorporated by reference to Exhibit 3.2 to the
                 Company's Registration Statement on Form S-1, Registration 
                 No. 33-84566).

4.2      --      Form of Amended and Restated Bylaws of the Company 
                 (incorporated by reference to Exhibit 3.3 to the Company's
                 Registration Statement on Form S-1, Registration 
                 No. 33-84566).

4.4      --      Cannondale Corporation 1996 Stock Option Plan, to which 
                 are appended form of Non-Qualified Stock Option Agreement
                 and form of Stockholders Agreement.

5        --      Opinion of Levett, Rockwood & Sanders Professional 
                 Corporation concerning the Common Stock.

23.1     --      Consent of Ernst & Young LLP.

23.2     --      Consent of Levett, Rockwood & Sanders Professional 
                 Corporation (included in its opinion filed as 
                 Exhibit 5 hereto).

24       --      Power-of-Attorney (incorporated by reference to the 
                 signature page of the Registration Statement).
ITEM 9.  UNDERTAKINGS

         The undersigned registrant hereby undertakes:

         (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 of 1933;

                 (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;

                                       3
6
                 (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 with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 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.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) 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.

         Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange 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 of
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.

                                       4
7
                                   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 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 Town of Redding, State of Connecticut, on November 25,
1996.

                                   CANNONDALE CORPORATION
                  
                                   By:    /s/ WILLIAM A. LUCA 
                                       -----------------------
                                         William A. Luca
                                         Vice President of Finance, Treasurer
                                         and Chief Financial Officer

                               POWER OF ATTORNEY

         Each person whose signature appears below hereby authorizes Joseph S.
Montgomery and William A. Luca and either of them, to file one or more
amendments (including post-effective amendments) to this Registration
Statement, which amendments may make such changes in this Registration
Statement as any of them deems appropriate, and each such person hereby
appoints Joseph S. Montgomery and William A. Luca, and either of them, as
attorney-in-fact to execute in the name and on behalf of each such person
individually, and in each capacity stated below, any such amendments to this
Registration Statement.

         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/ JOSEPH S. MONTGOMERY                Chairman, President, Chief Executive              November 25, 1996
---------------------------------         Officer and Director (Principal                                    
    Joseph S. Montgomery                  Executive Officer)                            
                                                                                        
  /s/ WILLIAM A. LUCA                     Vice President of Finance, Treasurer,             November 25, 1996
---------------------------------         Chief Financial Officer and Director                               
    William A. Luca                       (Principal Financial Officer)                 
                                                                                        
  /s/ RICHARD J. RESCH                    Vice President of Technology                      November 25, 1996
---------------------------------         Development and Director                                           
    Richard J. Resch                                                                    
                                                                                        
  /s/ JAMES SCOTT MONTGOMERY              Vice President of Marketing                       November 25, 1996
---------------------------------         and Director                                                         
    James Scott Montgomery                                                              
                                                                                        
  /s/ JOHN MORIARTY                       Assistant Treasurer, Director of Accounting       November 25, 1996
---------------------------------         (Principal Accounting Officer)                                       
    John Moriarty
5
8

                                              Director
---------------------------------------               
    Tarek Abdel-Meguid

                                              Director
---------------------------------------               
    Michael Carter

                                              Director
---------------------------------------               
    Michael J. Stimola

                                       6
9
                                 EXHIBIT INDEX
EXHIBIT
NUMBER                                              EXHIBIT
-------                                             -------
4.1      --      Form of Amended and Restated Certificate of Incorporation 
                 (incorporated by reference to Exhibit 3.2 to the
                 Company's Registration Statement on Form S-1, Registration 
                 No. 33-84566).

4.2      --      Form of Amended and Restated Bylaws of the Company 
                 (incorporated by reference to Exhibit 3.3 to the Company's
                 Registration Statement on Form S-1, Registration 
                 No. 33-84566).

4.4      --      Cannondale Corporation 1996 Stock Option Plan, to which 
                 are appended form of Non-Qualified Stock Option Agreement
                 and form of Stockholders Agreement.

5        --      Opinion of Levett, Rockwood & Sanders Professional 
                 Corporation concerning the Common Stock.

23.1     --      Consent of Ernst & Young LLP.

23.2     --      Consent of Levett, Rockwood & Sanders Professional 
                 Corporation (included in its opinion filed as 
                 Exhibit 5 hereto).

24       --      Power-of-Attorney (incorporated by reference to the 
                 signature page of the Registration Statement).