As filed with the Securities and Exchange Commission on September 28, 2001 -
                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

          Michigan                                      38-0493110
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

        49 West Third Street, Holland, Michigan           49423-2813
        (Address of Principal Executive Offices)          (Zip Code)

               Donnelly Corporation 401(k) Retirement Savings Plan
                            (Full Title of the Plans)

    J. Dwane Baumgardner, 49 West Third Street, Holland, Michigan 49423-2813
                     (Name and address of agent for service)

                          Copies of Communications to:
                                Daniel C. Molhoek
                    Varnum, Riddering, Schmidt & Howlett LLP
                      333 Bridge Street, N.W., P.O. Box 352
                        Grand Rapids, Michigan 49501-0352
                                 (616) 336-6000
<TABLE>
                                           CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                            Proposed             Proposed
          Title of                                           Maximum              Maximum
      Securities to be              Amount to be         Offering Price          Aggregate            Amount of
         Registered                  Registered             Per Share         Offering Price      Registration Fee
--------------------------------------------------------------------------------------------------------------------
<S>                                <C>                    <C>                   <C>                  <C>
Class A Common Stock               800,000 shares         $ 13.765 (1)          $11,012,000          $2,753 (2)
($.10 par value)
====================================================================================================================
</TABLE>

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

(1)  In  accordance  with  Rule  457(h)(1)  and  (c),  and for the  purposes  of
     calculating the registration fee only, this price represents the average of
     the high and low prices for the Common Stock reported on the New York Stock
     Exchange on September 24, 2001.

(2)  In  accordance  with  Rule  457(h)(2),  no  separate  fee was added for the
     registration  of the  interests  in the  employee  benefit  plan  described
     herein.

                                       1
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information  required by Part I to be contained in the  prospectuses  under
Section  10(a)  of  the  Securities  Exchange  Act  of  1933,  as  amended  (the
"Securities Act") is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act and the Note to Part I of Form S-8.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following  documents filed with the Securities and Exchange  Commission
(the "Commission") are incorporated herein by reference:

     (a) The Company's  Annual  Report on Form 10-K for the year ended  December
31, 2000 (File No. 1-9716);

     (b) All other  reports filed by the Company or the Plan pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"),  since the end of the fiscal  year  covered by the Annual  Report on Form
10-K referred to in (a) above; and

     (c) The  description  of the Company's  Class A Common Stock,  the class of
securities  offered pursuant to this  Registration  Statement,  contained in the
Company's Registration  Statement,  filed pursuant to Section 12 of the Exchange
Act,  including any amendments or reports filed for the purpose of updating such
description.

     All  documents  subsequently  filed by the Company or the Plan  pursuant to
Sections 13(a), 13(c), 14, and 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 a part hereof from the date of filing
of such documents. Any statements contained in a document incorporated herein by
reference  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
subsequently  filed  document  which also is  incorporated  herein  modifies  or
supersedes  such statement.  Any such 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

     Not applicable.

Item 6.  Indemnification of Directors and Officers

     The Articles of Incorporation of the Company provide that its directors and
officers are to be indemnified as of right to the fullest extent permitted under
the Michigan  Business  Corporation  Act  ("MBCA").  Under the MBCA,  directors,
officers,  employees or agents are entitled to indemnification  against expenses
(including  attorneys' fees) whenever they successfully defend legal proceedings
brought  against them by reason of the fact that they hold such a position  with
the corporation.  In addition,  with respect to actions not brought by or in the
right  of the  corporation,  indemnification  is  permitted  under  the MBCA for
expenses (including attorneys' fees), judgments, fines, penalties and reasonable
settlement if it is determined that the person seeking  indemnification acted in
a good  faith  and in a manner  he or she  reasonably  believed  to be in or not
opposed to the best interests of the corporation or its  shareholders  and, with
respect to criminal  proceedings,  he or she had no reasonable  cause to believe
that his or her conduct was unlawful.  With respect to actions  brought by or in
the right of the  corporation,  indemnification  is permitted

                                       2
<PAGE>
under  the  MBCA  for  expenses  (including   attorneys'  fees)  and  reasonable
settlements,  if it is determined that the person seeking  indemnification 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 or its shareholders;  provided,
however,  that indemnification is not permitted if the person is found liable to
the  corporation,  unless the court in which the action or suit was  brought has
determined  that  indemnification  is  fair  and  reasonable  in view of all the
circumstances of the case.

     The MBCA  specifically  provides  that it is not the  exclusive  source  of
indemnity.   As  a  result,  the  Company  adopted  individual   indemnification
agreements  with its  directors.  Approved by the  Company's  shareholders,  the
indemnification  agreements  provide a  contractually  enforceable  right,  upon
written notice, for prompt  indemnification,  except that indemnification is not
required  where:  (i)  indemnification  is provided  under an insurance  policy,
except for amounts in excess of insurance coverage;  (ii) a director is entitled
to  indemnification  by reason of having given notice of any circumstance  which
might  give rise to a claim  under any policy of  insurance,  the terms of which
have expired  prior to the  effective  date of the  indemnity  agreement;  (iii)
indemnification  is provided by the Company  outside of the agreement;  (iv) the
claim for indemnity is based upon or attributable to any transaction  involving:
intentional  misconduct  or a knowing  violation  of law, a violation of Section
551(1) or any  successor  provision  of the  MBCA,  or from  which the  director
derived an improper  personal  benefit;  (v) the claim  involved a violation  of
Section 16(b) of the Securities  Exchange Act of 1934 and amendments thereto, or
similar  provisions  of state law;  or (vi)  indemnification  by the  Company is
otherwise  prohibited  by  applicable  law. In the case of a derivative or other
action by or in the  right of the  Company  where a  director  is found  liable,
indemnity  is  predicated  on  the   determination   that   indemnification   is
nevertheless  appropriate,  by:  majority  vote  of a  committee  of two or more
disinterested  directors appointed by the Board of Directors;  independent legal
counsel  in a written  opinion;  or the  court in which the claim is  litigated,
whichever the indemnitee chooses. The protection provided by the indemnification
agreements is broader than that under the MBCA,  where  indemnification  in such
circumstances is available only where specifically authorized by the court where
the claim is litigated.

     In addition to the available  indemnification,  the  Company's  Articles of
Incorporation,  as amended,  limit the personal  liability of the members of its
Board of Directors for monetary damages with respect to claims by the Company or
its shareholders resulting from certain negligent acts or omissions.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

     Refer to the Exhibit Index, which appears on page 7.

     Additionally,  with  respect  to  Exhibit  5 and  in  accordance  with  the
instructions to Item 8 on Form S-8, in lieu of an opinion of counsel  concerning
compliance with the  requirements of ERISA or an Internal  Revenue Service (IRS)
determination  letter that the Plan, as amended,  is qualified under Section 401
of the Internal  Revenue Code, the Company will undertake to submit the Plan and
any  amendment  thereto to the IRS in a timely  manner and will make all changes
required by the IRS in order to qualify the Plan.

Item 9.  Undertakings

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities  Act of 1933 (the "Act"),  each
filing of the  registrant's  annual report  pursuant to Section 13(a) or Section
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 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  Securities  and Exchange  Commission,  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event 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,

                                       3
<PAGE>
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>
                                   SIGNATURES

     The Company.  Pursuant to the  requirements  of the Securities Act of 1933,
the Company  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 Holland,  State of Michigan,  on September 25,
2001.

                                                     DONNELLY CORPORATION

                                            By:      /s/ J. Dwane Baumgardner
                                                     J. Dwane Baumgardner
                                                     President

                                Power of Attorney

     KNOW BY ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints J. Dwane Baumgardner and Kevin L. Brown, and each
of them, his or her true and lawful  attorney-in-fact and agent, with full power
of  substitution  and  resubstitution,  for and in his or her name,  place,  and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective  amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority,  granting
unto said  attorneys-in-fact  and  agents,  full power and  authority  to do and
perform each and every act and thing  required  and  necessary to be done in and
about the  premises,  as fully to all intents and purposes as he or she might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact  and agent, or his  substitute,  may lawfully do or cause to be
done by virtue hereof.

     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 date indicated.

        Date: September 25, 2001
                                    By:     /s/ J. Dwane Baumgardner
                                            J. Dwane Baumgardner
                                           Chief Executive Officer, President,
                                           Chairman, Director
                                           (Principal Executive Officer)

                                    By:      /s/ Kevin L. Brown
                                             Kevin L. Brown
                                             Senior Vice President,
                                             Chief Financial Officer
                                             (Principal Financial Officer;
                                             Principal Accounting Officer)

                                    By:      /s/ John A. Borden
                                             John A. Borden
                                             Director

                                    By:      /s/ R. Eugene Goodson
                                             R. Eugene Goodson
                                             Director

                                    By:      /s/ Donald R. Uhlmann
                                             Donald R. Uhlmann
                                             Director

                                    By:      /s/ Arnold F. Brookstone
                                             Arnold F. Brookstone
                                             Director

                                       5
<PAGE>
                                    By:      /s/ Rudolph B. Pruden
                                             Rudolph B. Pruden
                                             Director

                                    By:      /s/ B. Patrick Donnelly, III
                                             B. Patrick Donnelly, III
                                             Director

                                    By:      /s/ Joan E. Donnelly
                                             Joan E. Donnelly
                                             Director

                                    By:      /s/ Thomas E. Leonard
                                             Thomas E. Leonard
                                             Director

                                    By:      /s/ Gerald T. McNeive, Jr.
                                             Gerald T. McNeive, Jr.
                                             Director


     The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
trustees have duly caused this Registration Statement to be signed on its behalf
by the  undersigned,  thereunto  duly  authorized,  in the City of Valley Forge,
State of Pennsylvania, on the 25th day of September, 2001.

              DONNELLY CORPORATION 401(k) RETIREMENT SAVINGS PLAN


     By:      /s/ Joseph Dietrick
              Assistant Secretary of Vanguard Fiduciary Trust Company, the
              Trustee of the Donnelly Corporation 401(k) Retirement Savings Plan


                                       6
<PAGE>
                                  EXHIBIT INDEX

         The following exhibits are filed as part of the Registration Statement:

Exhibit 4(a)        The  Donnelly  Corporation  401(k)  Retirement  Savings Plan
                    (January  1,  1999,  Restatement)  was filed as part of Form
                    10-Q for the quarter  ended April 3, 1999, as Exhibit 10.2 ,
                    and is hereby incorporated by reference.

Exhibit 4(b)        First   Amendment   to  the  Donnelly   Corporation   401(k)
                    Retirement Savings Plan (January 1, 1999, Restatement)

Exhibit 4(c)        Second   Amendment  to  the  Donnelly   Corporation   401(k)
                    Retirement Savings Plan (January 1, 1999, Restatement)

Exhibit 5           Opinion of Varnum, Riddering, Schmidt & Howlett LLP

Exhibit 23(a)       Consent  of  Varnum,   Riddering,   Schmidt  &  Howlett  LLP
                    (included in Exhibit 5)

Exhibit 23(b)       Consent of BDO Seidman LLP

Exhibit 24          Power of Attorney  (included on page 5 of this  Registration
                    Statement)


                                       7
<PAGE>
                                  EXHIBIT 4(b)

                             FIRST AMENDMENT TO THE
               DONNELLY CORPORATION 401(K) RETIREMENT SAVINGS PLAN
                         (JANUARY 1, 1999, RESTATEMENT)


Background

Donnelly  Corporation's  401(k) plan currently provides for the company to match
50% of each employee's contribution, up to a maximum employee contribution of 5%
of  compensation  per year.  This was intended to result in a Company match of 2
1/2% of an employee's  compensation  if the employee  contributed at least 5% of
his/her compensation into the 401(k) plan.

However,  there are several federal limitations on contributions to 401(k) plans
that primarily impact highly compensated employees. For example;

        1.     For the  year  2000,  individual  employees  are not  allowed  to
               contribute more than $10,500 to their 401(k) plans;

        2.     For the  year  2000,  individual  employees  are not  allowed  to
               contribute to their 401(k) from any compensation above $170,000;

        3.     Due to nondiscrimination  rules, highly compensated employees are
               generally  allowed to  contribute  only 2% more than the  average
               contribution of non-highly  compensated employees (and non-highly
               compensated   employees   at   Donnelly   Corporation   currently
               contribute an average of 6-7%).

The effect of the above  limitations,  in combination with the Donnelly matching
formula  (50% of the first 5% of  compensation  contributed)  is that it is very
difficult for highly  compensated  employees to maximize  both their  individual
contributions   ($10,500   per   year)  and  the   Company   match  (2  1/2%  of
$170,000=$4,250).

Since it appears that the Donnelly  Corporation  401(k) plan was not intended to
require highly  compensated  employees to choose between  maximizing  individual
contributions  and maximizing  the Company match,  the Plan is being modified to
allow for an end of the year "true  up".  This  modification  will  require  the
employer to make an  additional  end of the year  contribution  to an employee's
401(k)  account if the previous  matching  contributions  for the year were less
than 50% of the employee's  elective  contributions  or 2 1/2% of the employee's
compensation in such plan year, whichever is the lesser;

Amendment

1.       Section 4.1(a)(2) is changed to read as follows:

     Matching  Contributions.  For each month in a Plan year, or more frequently
     as determined by the Company, the Company will make a matching contribution
     to the Trust for the benefit of each  participant  on whose  behalf in made
     elective  contributions for that period.  The Company match will only apply
     to the first five percent (5%) of compensation that an employee has elected
     to defer pursuant to this Plan. The amount of matching  contributions  made
     by the  Company  shall  be equal to  fifty  percent  (50%) of the  elective
     contributions made on behalf of the participant for the period of time, but
     not  more  than  two and  one-half  percent  2 1/2%)  of the  participant's
     compensation for such period of time.

2.       A new Section 4.1(a)(4) is added.  It shall read as follows:

     If (i) a  participant  is an eligible  employee on the last day of the plan
     year,  and (ii) the aggregate  matching  contributions  made by the Company
     pursuant to Section  4.1(a)(2) for the benefit of such participant for that
     plan year are less than the lesser of (1) 50% of the participant's elective
     contributions  for  that  plan  year,  or (2) 2 1/2% of such  participant's
     compensation  for that plan year (not including any  compensation in excess
     of  the  statutory  ceiling),   then  the  Company  shall  make  a  further
     contribution  to the  Trust,  for the  benefit  of such  participant.  This
     additional  matching  contribution  by the  Company  shall  ensure that the
     aggregate  matching  contributions  made by the  Company for the benefit of
     such  participant  for the plan year shall  equal the lesser of the amounts
     set forth in clauses (1) and (2) of this section.

                                       8
<PAGE>
     IN WITNESS WHEREOF, the Chief Financial Officer of Donnelly Corporation has
caused this Amendment to be executed this 21st day of November, 2000.





     /s/ SCOTT E. REED
     Scott Reed
     Chief Financial Officer
     Donnelly Corporation



                                       9
<PAGE>
                                  EXHIBIT 4(c)

                             SECOND AMENDMENT TO THE
               DONNELLY CORPORATION 401(K) RETIREMENT SAVINGS PLAN
                          (January 1, 1999 Restatement)


     This Second  Amendment to the January 1, 1999,  Restatement of the Donnelly
Corporation  401(k) Retirement  Savings Plan (the "Plan") is adopted by Donnelly
Corporation,  a Michigan  corporation  (the  "Company")  with  reference  to the
following:

     A. The Company adopted a retirement savings plan for its employees in 1984.
The Plan has been  amended  from time to time,  was amended and  restated in its
entirety as of January 1,1999, and was subsequently amended by a First Amendment
to the Donnelly  Corporation  401(k)  Retirement  Savings Plan (January 1, 1999,
Restatement); and

     B. The  parties  wish to amend the Plan  further  to allow  investments  in
capital stock of the Company.

     NOW, THEREFORE, the Plan is amended as follows:

          1. The definition of "employer contribution account" in Section 2.1(i)
     is amended in its entirety to read as follows:

               (i) Employer  Contribution  Account:  The accounts  maintained to
          record a participant's  share of the contributions made by the Company
          and the  contributions  made pursuant to retirement  savings agreement
          between a participant and the Company.  The following accounts will be
          maintained:

                    (1) Retirement savings account.  A participant's  retirement
               savings account will be maintained to record  contributions  made
               for the participant pursuant to retirement savings agreements and
               income with respect to these contributions.

                    (2) Matching account. A participant's  matching account will
               be  maintained  to record  the  participant's  share of  matching
               contributions and income with respect to these contributions; and

                    (3)  Additional   contributions   account.  A  participant's
               additional contributions account will be maintained to record the
               participant's  share of  contributions  made by the  Company  for
               participants employed at its facility in Mount Sterling, Kentucky
               and income with respect to these contributions.

          2. Section 5.2(b)(2)(A) is amended in its entirety to read as follows:

                    (A)  Eligibility.  After  the  end of  each  month  or  more
               frequently as determined by the Company,  matching  contributions
               and forfeitures available for allocation will be allocated to the
               matching account of each participant.

          3. Section 5.2(b)(3)(B) is amended in its entirety to read as follows:

                    (B) Method of Allocation.  The additional contributions will
               be allocated as follows:


                    (i)   Forfeiture   restoration    allocations.    Forfeiture
               restorations  will be equal to the amount  previously  forfeited,
               without  adjustment  for earnings or losses since the time of the
               forfeiture,  and these will be  allocated  to the  accounts  from
               which the forfeitures occurred;

                    (ii)  Military   service   allocations.   Military   service
               allocations  will be equal to the  amount of  contributions  that
               would have been allocated to the accounts of reemployed  veterans
               if they had been  employed  by the  Company  during the period of
               military service.  The amounts will be determined on the basis of
               the compensation  the reemployed  veterans would have received if
               they remained in the employ of the Company

                                       10
<PAGE>
               and, if this cannot be determined with reasonable certainty, then
               on the basis of the  amount  earned  during the  12-month  period
               immediately preceding the leave of absence; and

                    (iii) Allocations for Mount Sterling, Kentucky participants.
               The allocations for  participants who are employed by the Company
               at its facility in Mount  Sterling,  Kentucky will be equal to 3%
               of the participant's compensation during the plan year or $50 per
               month for each month in which the participant was employed by the
               Company during the plan year,  whichever  amount is greater,  and
               this  amount will be  credited  to the  participant's  additional
               contributions account.

     4. Section 6.3(a)(2) is amended by substituting the terms "matching account
and  additional  contributions  account"  for  the  term  "Company  contribution
account" whenever the latter term appears in that section.

     5.  Article VIII is amended by adding the  following as a new  paragraph to
the current provisions:

     The Trust Agreement will provide that the trustee will, at the direction of
the Company,  invest amounts equal to not more than 50% of the net assets of the
trust in securities  of the Company that meet the  requirements  of  "qualifying
employer  securities" under ERISA. The trustee will hold, manage, and dispose of
qualifying employer securities in accordance with the directions of the Company.
The trustee will vote any employer securities it may hold in accordance with the
directions of the participants and beneficiaries, and the procedures established
by the Company.

     6. Article X is amended in its entirety to read as follows:

                                    ARTICLE X
                         PARTICIPANT INVESTMENT OPTIONS

          10.1 Investment Direction by Participants. Participants may direct the
     investment  of their  accounts  in such  separate  investment  funds as the
     Company may make  available for this purpose  except as provided below with
     respect to matching  accounts.  Participants  may designate the  investment
     fund or funds in which their accounts are to be invested.  If an account is
     split between two or more investment  funds,  the participant  must specify
     the  percentage  of the account to be  invested in each fund in  accordance
     with the rules established by the Company. If a participant fails to direct
     the investment of an account, the Company will direct the Trustee to invest
     the  account  in  a  money  market  fund  until  the  participant  provides
     investment directions.

          10.2 Donnelly Corporation Stock Fund. One of the investment funds that
     will be available to participants will be a Donnelly Corporation stock fund
     (the "Company  stock fund") that will consist of shares of the common stock
     of the  Company  and a  limited  amount  of cash  that  the  Company  deems
     necessary to facilitate  transactions  in shares of the Company stock fund.
     The trustee will create and  maintain  the Company  stock fund by accepting
     shares of the common  stock of the  Company  from the  Company as  matching
     contributions  and by  buying  and  selling  shares  of the stock as may be
     required to comply with the investment directions of participants.

          Whenever  participants  or  beneficiaries  are eligible for payment of
     benefits  from the Plan and are  participating  in the Company  stock fund,
     they may elect to have their interest in the Company stock fund distributed
     in shares of Company stock or in cash. If they elect distribution in shares
     of Company stock,  distribution  will be made in the number of whole shares
     credited to their accounts. Fractional shares will be sold and the proceeds
     of the sale will be distributed in cash.

          10.3  Manner  of  Electing.  Participants,  former  participants,  and
     beneficiaries may make and revise their investment  elections in accordance
     with the procedures  established  by the Company.  The Company will furnish
     eligible   persons  with  information   about  the  investment   elections,
     investment funds, and procedures for making and revising elections.

          10.4  Limitations  on  Investment  Directions.  The  Company  intends,
     beginning  September 1, 2001, to make its matching  contributions in shares
     of its common  stock.  These shares will be deposited in the

                                       11
<PAGE>
     Company stock fund and eligible participants will have units of the Company
     stock fund credited to their matching  accounts.  Participants  will not be
     able to direct  the sale of any units of the  Company  stock  fund in their
     matching  account  until  the  account  has held the units for at least one
     year.  Once the units have been held in the  matching  account for at least
     one year,  the  participants  may elect to sell the units and  reinvest the
     proceeds in other investment funds.

          10.5  Separate  Accountings.  The  amounts  invested  pursuant to this
     article will be held by the Trustee as  "segregated  assets" and the income
     for each fund will be  credited  or  charged  to the  accounts  of  persons
     participating in the fund in accordance with the procedures  established by
     the Company.

     7. This Amendment will be effective as of September 1, 2001.

     IN WITNESS  WHEREOF,  the Company has caused this  Amendment to be executed
this 27th day of September, 2001.

                                          DONNELLY CORPORATION


                                          By  /s/ J. Dwane Baumgardner
                                                  J. Dwane Baumgardner
                                                  Its President



                                       12
<PAGE>
                                    EXHIBIT 5

                               OPINION OF COUNSEL




Donnelly Corporation
Holland, Michigan

         Re:     Registration Statement on Form S-8 Relating to the
                 Donnelly Corporation 401(K) Retirement Savings Plan

Ladies and Gentlemen:

     With respect to the Registration  Statement on Form S-8 (the  "Registration
Statement"),   filed  by  Donnelly  Corporation,  a  Michigan  corporation  (the
"Company"),  with the  Securities  and  Exchange  Commission  for the purpose of
registering under the Securities Act of 1933, as amended,  800,000 shares of the
Company's Class A common stock, par value $0.10 per share, for issuance pursuant
to the Company's 401(k) Retirement  Savings Plan (the "Plan"),  we have examined
such documents and questions of law we consider necessary or appropriate for the
purpose of giving this opinion.  On the basis of such evaluation,  we advise you
that, in our opinion, the 800,000 shares covered by the Registration  Statement,
when  issued in  accordance  with the terms and  conditions  of the Plan and the
Registration  Statement,  will be  duly  and  legally  authorized,  issued,  and
outstanding and will be fully paid and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required  under Section 7 of
the  Securities Act of 1933, as amended,  or under the rules and  regulations of
the Securities and Exchange Commission relating thereto.


September 27, 2001                 VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP


                                   /s/ Varnum, Riddering, Schmidt & Howlett LLP
                                       Grand Rapids, Michigan

                                       13
<PAGE>
                                  EXHIBIT 23(b)

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS





Donnelly Corporation
Holland, Michigan

     We hereby consent to the  incorporation  by reference in this  Registration
Statement  of  Donnelly  Corporation  on Form S-8 for the  Donnelly  Corporation
401(k)  Retirement  Savings Plan, of our report dated  February 8, 2001,  except
Note 3, which is dated February 26, 2001, relating to the combined  consolidated
financial  statements  and  schedule of Donnelly  Corporation  appearing  in the
Company's Annual Report on Form 10-K for the year ended December 31, 2000.






/s/ BDO Seidman LLP
BDO SEIDMAN LLP
Grand Rapids, Michigan
September 24, 2001
[{"type": "S-8", "sequence": "1", "filename": "donnellys8.txt", "secsgml_size_bytes": 36461}]
{"company-data": {"conformed-name": "DONNELLY CORP", "cik": "0000805583", "assigned-sic": "3231", "irs-number": "380493110", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70436", "film-number": "1747978"}, "business-address": {"street1": "49 WEST THIRD STREET", "city": "HOLLAND", "state": "MI", "zip": "49423", "phone": "616-786-7000"}, "mail-address": {"street1": "49 WEST THIRD STREET", "city": "HOLLAND", "state": "MI", "zip": "49423"}}
As filed with the Securities and Exchange Commission on September 28, 2001 -
                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

          Michigan                                      38-0493110
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

        49 West Third Street, Holland, Michigan           49423-2813
        (Address of Principal Executive Offices)          (Zip Code)

               Donnelly Corporation 401(k) Retirement Savings Plan
                            (Full Title of the Plans)

    J. Dwane Baumgardner, 49 West Third Street, Holland, Michigan 49423-2813
                     (Name and address of agent for service)

                          Copies of Communications to:
                                Daniel C. Molhoek
                    Varnum, Riddering, Schmidt & Howlett LLP
                      333 Bridge Street, N.W., P.O. Box 352
                        Grand Rapids, Michigan 49501-0352
                                 (616) 336-6000

                                           CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                            Proposed             Proposed
          Title of                                           Maximum              Maximum
      Securities to be              Amount to be         Offering Price          Aggregate            Amount of
         Registered                  Registered             Per Share         Offering Price      Registration Fee
--------------------------------------------------------------------------------------------------------------------
Class A Common Stock               800,000 shares         $ 13.765 (1)          $11,012,000          $2,753 (2)
($.10 par value)
====================================================================================================================
In addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
registration statement covers an indeterminate amount of interests to be offered
or sold pursuant to the employee benefit plan described herein.

(1)  In  accordance  with  Rule  457(h)(1)  and  (c),  and for the  purposes  of
     calculating the registration fee only, this price represents the average of
     the high and low prices for the Common Stock reported on the New York Stock
     Exchange on September 24, 2001.

(2)  In  accordance  with  Rule  457(h)(2),  no  separate  fee was added for the
     registration  of the  interests  in the  employee  benefit  plan  described
     herein.

                                       1
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information  required by Part I to be contained in the  prospectuses  under
Section  10(a)  of  the  Securities  Exchange  Act  of  1933,  as  amended  (the
"Securities Act") is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act and the Note to Part I of Form S-8.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following  documents filed with the Securities and Exchange  Commission
(the "Commission") are incorporated herein by reference:

     (a) The Company's  Annual  Report on Form 10-K for the year ended  December
31, 2000 (File No. 1-9716);

     (b) All other  reports filed by the Company or the Plan pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"),  since the end of the fiscal  year  covered by the Annual  Report on Form
10-K referred to in (a) above; and

     (c) The  description  of the Company's  Class A Common Stock,  the class of
securities  offered pursuant to this  Registration  Statement,  contained in the
Company's Registration  Statement,  filed pursuant to Section 12 of the Exchange
Act,  including any amendments or reports filed for the purpose of updating such
description.

     All  documents  subsequently  filed by the Company or the Plan  pursuant to
Sections 13(a), 13(c), 14, and 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 a part hereof from the date of filing
of such documents. Any statements contained in a document incorporated herein by
reference  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
subsequently  filed  document  which also is  incorporated  herein  modifies  or
supersedes  such statement.  Any such 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

     Not applicable.

Item 6.  Indemnification of Directors and Officers

     The Articles of Incorporation of the Company provide that its directors and
officers are to be indemnified as of right to the fullest extent permitted under
the Michigan  Business  Corporation  Act  ("MBCA").  Under the MBCA,  directors,
officers,  employees or agents are entitled to indemnification  against expenses
(including  attorneys' fees) whenever they successfully defend legal proceedings
brought  against them by reason of the fact that they hold such a position  with
the corporation.  In addition,  with respect to actions not brought by or in the
right  of the  corporation,  indemnification  is  permitted  under  the MBCA for
expenses (including attorneys' fees), judgments, fines, penalties and reasonable
settlement if it is determined that the person seeking  indemnification acted in
a good  faith  and in a manner  he or she  reasonably  believed  to be in or not
opposed to the best interests of the corporation or its  shareholders  and, with
respect to criminal  proceedings,  he or she had no reasonable  cause to believe
that his or her conduct was unlawful.  With respect to actions  brought by or in
the right of the  corporation,  indemnification  is permitted

                                       2
under  the  MBCA  for  expenses  (including   attorneys'  fees)  and  reasonable
settlements,  if it is determined that the person seeking  indemnification 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 or its shareholders;  provided,
however,  that indemnification is not permitted if the person is found liable to
the  corporation,  unless the court in which the action or suit was  brought has
determined  that  indemnification  is  fair  and  reasonable  in view of all the
circumstances of the case.

     The MBCA  specifically  provides  that it is not the  exclusive  source  of
indemnity.   As  a  result,  the  Company  adopted  individual   indemnification
agreements  with its  directors.  Approved by the  Company's  shareholders,  the
indemnification  agreements  provide a  contractually  enforceable  right,  upon
written notice, for prompt  indemnification,  except that indemnification is not
required  where:  (i)  indemnification  is provided  under an insurance  policy,
except for amounts in excess of insurance coverage;  (ii) a director is entitled
to  indemnification  by reason of having given notice of any circumstance  which
might  give rise to a claim  under any policy of  insurance,  the terms of which
have expired  prior to the  effective  date of the  indemnity  agreement;  (iii)
indemnification  is provided by the Company  outside of the agreement;  (iv) the
claim for indemnity is based upon or attributable to any transaction  involving:
intentional  misconduct  or a knowing  violation  of law, a violation of Section
551(1) or any  successor  provision  of the  MBCA,  or from  which the  director
derived an improper  personal  benefit;  (v) the claim  involved a violation  of
Section 16(b) of the Securities  Exchange Act of 1934 and amendments thereto, or
similar  provisions  of state law;  or (vi)  indemnification  by the  Company is
otherwise  prohibited  by  applicable  law. In the case of a derivative or other
action by or in the  right of the  Company  where a  director  is found  liable,
indemnity  is  predicated  on  the   determination   that   indemnification   is
nevertheless  appropriate,  by:  majority  vote  of a  committee  of two or more
disinterested  directors appointed by the Board of Directors;  independent legal
counsel  in a written  opinion;  or the  court in which the claim is  litigated,
whichever the indemnitee chooses. The protection provided by the indemnification
agreements is broader than that under the MBCA,  where  indemnification  in such
circumstances is available only where specifically authorized by the court where
the claim is litigated.

     In addition to the available  indemnification,  the  Company's  Articles of
Incorporation,  as amended,  limit the personal  liability of the members of its
Board of Directors for monetary damages with respect to claims by the Company or
its shareholders resulting from certain negligent acts or omissions.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

     Refer to the Exhibit Index, which appears on page 7.

     Additionally,  with  respect  to  Exhibit  5 and  in  accordance  with  the
instructions to Item 8 on Form S-8, in lieu of an opinion of counsel  concerning
compliance with the  requirements of ERISA or an Internal  Revenue Service (IRS)
determination  letter that the Plan, as amended,  is qualified under Section 401
of the Internal  Revenue Code, the Company will undertake to submit the Plan and
any  amendment  thereto to the IRS in a timely  manner and will make all changes
required by the IRS in order to qualify the Plan.

Item 9.  Undertakings

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities  Act of 1933 (the "Act"),  each
filing of the  registrant's  annual report  pursuant to Section 13(a) or Section
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 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  Securities  and Exchange  Commission,  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event 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,

                                       3
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
SIGNATURES

     The Company.  Pursuant to the  requirements  of the Securities Act of 1933,
the Company  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 Holland,  State of Michigan,  on September 25,
2001.

                                                     DONNELLY CORPORATION

                                            By:      /s/ J. Dwane Baumgardner
                                                     J. Dwane Baumgardner
                                                     President

                                Power of Attorney

     KNOW BY ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints J. Dwane Baumgardner and Kevin L. Brown, and each
of them, his or her true and lawful  attorney-in-fact and agent, with full power
of  substitution  and  resubstitution,  for and in his or her name,  place,  and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective  amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority,  granting
unto said  attorneys-in-fact  and  agents,  full power and  authority  to do and
perform each and every act and thing  required  and  necessary to be done in and
about the  premises,  as fully to all intents and purposes as he or she might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact  and agent, or his  substitute,  may lawfully do or cause to be
done by virtue hereof.

     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 date indicated.

        Date: September 25, 2001
                                    By:     /s/ J. Dwane Baumgardner
                                            J. Dwane Baumgardner
                                           Chief Executive Officer, President,
                                           Chairman, Director
                                           (Principal Executive Officer)

                                    By:      /s/ Kevin L. Brown
                                             Kevin L. Brown
                                             Senior Vice President,
                                             Chief Financial Officer
                                             (Principal Financial Officer;
                                             Principal Accounting Officer)

                                    By:      /s/ John A. Borden
                                             John A. Borden
                                             Director

                                    By:      /s/ R. Eugene Goodson
                                             R. Eugene Goodson
                                             Director

                                    By:      /s/ Donald R. Uhlmann
                                             Donald R. Uhlmann
                                             Director

                                    By:      /s/ Arnold F. Brookstone
                                             Arnold F. Brookstone
                                             Director

                                       5
By:      /s/ Rudolph B. Pruden
                                             Rudolph B. Pruden
                                             Director

                                    By:      /s/ B. Patrick Donnelly, III
                                             B. Patrick Donnelly, III
                                             Director

                                    By:      /s/ Joan E. Donnelly
                                             Joan E. Donnelly
                                             Director

                                    By:      /s/ Thomas E. Leonard
                                             Thomas E. Leonard
                                             Director

                                    By:      /s/ Gerald T. McNeive, Jr.
                                             Gerald T. McNeive, Jr.
                                             Director

     The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
trustees have duly caused this Registration Statement to be signed on its behalf
by the  undersigned,  thereunto  duly  authorized,  in the City of Valley Forge,
State of Pennsylvania, on the 25th day of September, 2001.

              DONNELLY CORPORATION 401(k) RETIREMENT SAVINGS PLAN

     By:      /s/ Joseph Dietrick
              Assistant Secretary of Vanguard Fiduciary Trust Company, the
              Trustee of the Donnelly Corporation 401(k) Retirement Savings Plan

                                       6
EXHIBIT INDEX

         The following exhibits are filed as part of the Registration Statement:

Exhibit 4(a)        The  Donnelly  Corporation  401(k)  Retirement  Savings Plan
                    (January  1,  1999,  Restatement)  was filed as part of Form
                    10-Q for the quarter  ended April 3, 1999, as Exhibit 10.2 ,
                    and is hereby incorporated by reference.

Exhibit 4(b)        First   Amendment   to  the  Donnelly   Corporation   401(k)
                    Retirement Savings Plan (January 1, 1999, Restatement)

Exhibit 4(c)        Second   Amendment  to  the  Donnelly   Corporation   401(k)
                    Retirement Savings Plan (January 1, 1999, Restatement)

Exhibit 5           Opinion of Varnum, Riddering, Schmidt & Howlett LLP

Exhibit 23(a)       Consent  of  Varnum,   Riddering,   Schmidt  &  Howlett  LLP
                    (included in Exhibit 5)

Exhibit 23(b)       Consent of BDO Seidman LLP

Exhibit 24          Power of Attorney  (included on page 5 of this  Registration
                    Statement)

                                       7
EXHIBIT 4(b)

                             FIRST AMENDMENT TO THE
               DONNELLY CORPORATION 401(K) RETIREMENT SAVINGS PLAN
                         (JANUARY 1, 1999, RESTATEMENT)

Background

Donnelly  Corporation's  401(k) plan currently provides for the company to match
50% of each employee's contribution, up to a maximum employee contribution of 5%
of  compensation  per year.  This was intended to result in a Company match of 2
1/2% of an employee's  compensation  if the employee  contributed at least 5% of
his/her compensation into the 401(k) plan.

However,  there are several federal limitations on contributions to 401(k) plans
that primarily impact highly compensated employees. For example;

        1.     For the  year  2000,  individual  employees  are not  allowed  to
               contribute more than $10,500 to their 401(k) plans;

        2.     For the  year  2000,  individual  employees  are not  allowed  to
               contribute to their 401(k) from any compensation above $170,000;

        3.     Due to nondiscrimination  rules, highly compensated employees are
               generally  allowed to  contribute  only 2% more than the  average
               contribution of non-highly  compensated employees (and non-highly
               compensated   employees   at   Donnelly   Corporation   currently
               contribute an average of 6-7%).

The effect of the above  limitations,  in combination with the Donnelly matching
formula  (50% of the first 5% of  compensation  contributed)  is that it is very
difficult for highly  compensated  employees to maximize  both their  individual
contributions   ($10,500   per   year)  and  the   Company   match  (2  1/2%  of
$170,000=$4,250).

Since it appears that the Donnelly  Corporation  401(k) plan was not intended to
require highly  compensated  employees to choose between  maximizing  individual
contributions  and maximizing  the Company match,  the Plan is being modified to
allow for an end of the year "true  up".  This  modification  will  require  the
employer to make an  additional  end of the year  contribution  to an employee's
401(k)  account if the previous  matching  contributions  for the year were less
than 50% of the employee's  elective  contributions  or 2 1/2% of the employee's
compensation in such plan year, whichever is the lesser;

Amendment

1.       Section 4.1(a)(2) is changed to read as follows:

     Matching  Contributions.  For each month in a Plan year, or more frequently
     as determined by the Company, the Company will make a matching contribution
     to the Trust for the benefit of each  participant  on whose  behalf in made
     elective  contributions for that period.  The Company match will only apply
     to the first five percent (5%) of compensation that an employee has elected
     to defer pursuant to this Plan. The amount of matching  contributions  made
     by the  Company  shall  be equal to  fifty  percent  (50%) of the  elective
     contributions made on behalf of the participant for the period of time, but
     not  more  than  two and  one-half  percent  2 1/2%)  of the  participant's
     compensation for such period of time.

2.       A new Section 4.1(a)(4) is added.  It shall read as follows:

     If (i) a  participant  is an eligible  employee on the last day of the plan
     year,  and (ii) the aggregate  matching  contributions  made by the Company
     pursuant to Section  4.1(a)(2) for the benefit of such participant for that
     plan year are less than the lesser of (1) 50% of the participant's elective
     contributions  for  that  plan  year,  or (2) 2 1/2% of such  participant's
     compensation  for that plan year (not including any  compensation in excess
     of  the  statutory  ceiling),   then  the  Company  shall  make  a  further
     contribution  to the  Trust,  for the  benefit  of such  participant.  This
     additional  matching  contribution  by the  Company  shall  ensure that the
     aggregate  matching  contributions  made by the  Company for the benefit of
     such  participant  for the plan year shall  equal the lesser of the amounts
     set forth in clauses (1) and (2) of this section.

                                       8
IN WITNESS WHEREOF, the Chief Financial Officer of Donnelly Corporation has
caused this Amendment to be executed this 21st day of November, 2000.

     /s/ SCOTT E. REED
     Scott Reed
     Chief Financial Officer
     Donnelly Corporation

                                       9
EXHIBIT 4(c)

                             SECOND AMENDMENT TO THE
               DONNELLY CORPORATION 401(K) RETIREMENT SAVINGS PLAN
                          (January 1, 1999 Restatement)

     This Second  Amendment to the January 1, 1999,  Restatement of the Donnelly
Corporation  401(k) Retirement  Savings Plan (the "Plan") is adopted by Donnelly
Corporation,  a Michigan  corporation  (the  "Company")  with  reference  to the
following:

     A. The Company adopted a retirement savings plan for its employees in 1984.
The Plan has been  amended  from time to time,  was amended and  restated in its
entirety as of January 1,1999, and was subsequently amended by a First Amendment
to the Donnelly  Corporation  401(k)  Retirement  Savings Plan (January 1, 1999,
Restatement); and

     B. The  parties  wish to amend the Plan  further  to allow  investments  in
capital stock of the Company.

     NOW, THEREFORE, the Plan is amended as follows:

          1. The definition of "employer contribution account" in Section 2.1(i)
     is amended in its entirety to read as follows:

               (i) Employer  Contribution  Account:  The accounts  maintained to
          record a participant's  share of the contributions made by the Company
          and the  contributions  made pursuant to retirement  savings agreement
          between a participant and the Company.  The following accounts will be
          maintained:

                    (1) Retirement savings account.  A participant's  retirement
               savings account will be maintained to record  contributions  made
               for the participant pursuant to retirement savings agreements and
               income with respect to these contributions.

                    (2) Matching account. A participant's  matching account will
               be  maintained  to record  the  participant's  share of  matching
               contributions and income with respect to these contributions; and

                    (3)  Additional   contributions   account.  A  participant's
               additional contributions account will be maintained to record the
               participant's  share of  contributions  made by the  Company  for
               participants employed at its facility in Mount Sterling, Kentucky
               and income with respect to these contributions.

          2. Section 5.2(b)(2)(A) is amended in its entirety to read as follows:

                    (A)  Eligibility.  After  the  end of  each  month  or  more
               frequently as determined by the Company,  matching  contributions
               and forfeitures available for allocation will be allocated to the
               matching account of each participant.

          3. Section 5.2(b)(3)(B) is amended in its entirety to read as follows:

                    (B) Method of Allocation.  The additional contributions will
               be allocated as follows:

                    (i)   Forfeiture   restoration    allocations.    Forfeiture
               restorations  will be equal to the amount  previously  forfeited,
               without  adjustment  for earnings or losses since the time of the
               forfeiture,  and these will be  allocated  to the  accounts  from
               which the forfeitures occurred;

                    (ii)  Military   service   allocations.   Military   service
               allocations  will be equal to the  amount of  contributions  that
               would have been allocated to the accounts of reemployed  veterans
               if they had been  employed  by the  Company  during the period of
               military service.  The amounts will be determined on the basis of
               the compensation  the reemployed  veterans would have received if
               they remained in the employ of the Company

                                       10
and, if this cannot be determined with reasonable certainty, then
               on the basis of the  amount  earned  during the  12-month  period
               immediately preceding the leave of absence; and

                    (iii) Allocations for Mount Sterling, Kentucky participants.
               The allocations for  participants who are employed by the Company
               at its facility in Mount  Sterling,  Kentucky will be equal to 3%
               of the participant's compensation during the plan year or $50 per
               month for each month in which the participant was employed by the
               Company during the plan year,  whichever  amount is greater,  and
               this  amount will be  credited  to the  participant's  additional
               contributions account.

     4. Section 6.3(a)(2) is amended by substituting the terms "matching account
and  additional  contributions  account"  for  the  term  "Company  contribution
account" whenever the latter term appears in that section.

     5.  Article VIII is amended by adding the  following as a new  paragraph to
the current provisions:

     The Trust Agreement will provide that the trustee will, at the direction of
the Company,  invest amounts equal to not more than 50% of the net assets of the
trust in securities  of the Company that meet the  requirements  of  "qualifying
employer  securities" under ERISA. The trustee will hold, manage, and dispose of
qualifying employer securities in accordance with the directions of the Company.
The trustee will vote any employer securities it may hold in accordance with the
directions of the participants and beneficiaries, and the procedures established
by the Company.

     6. Article X is amended in its entirety to read as follows:

                                    ARTICLE X
                         PARTICIPANT INVESTMENT OPTIONS

          10.1 Investment Direction by Participants. Participants may direct the
     investment  of their  accounts  in such  separate  investment  funds as the
     Company may make  available for this purpose  except as provided below with
     respect to matching  accounts.  Participants  may designate the  investment
     fund or funds in which their accounts are to be invested.  If an account is
     split between two or more investment  funds,  the participant  must specify
     the  percentage  of the account to be  invested in each fund in  accordance
     with the rules established by the Company. If a participant fails to direct
     the investment of an account, the Company will direct the Trustee to invest
     the  account  in  a  money  market  fund  until  the  participant  provides
     investment directions.

          10.2 Donnelly Corporation Stock Fund. One of the investment funds that
     will be available to participants will be a Donnelly Corporation stock fund
     (the "Company  stock fund") that will consist of shares of the common stock
     of the  Company  and a  limited  amount  of cash  that  the  Company  deems
     necessary to facilitate  transactions  in shares of the Company stock fund.
     The trustee will create and  maintain  the Company  stock fund by accepting
     shares of the common  stock of the  Company  from the  Company as  matching
     contributions  and by  buying  and  selling  shares  of the stock as may be
     required to comply with the investment directions of participants.

          Whenever  participants  or  beneficiaries  are eligible for payment of
     benefits  from the Plan and are  participating  in the Company  stock fund,
     they may elect to have their interest in the Company stock fund distributed
     in shares of Company stock or in cash. If they elect distribution in shares
     of Company stock,  distribution  will be made in the number of whole shares
     credited to their accounts. Fractional shares will be sold and the proceeds
     of the sale will be distributed in cash.

          10.3  Manner  of  Electing.  Participants,  former  participants,  and
     beneficiaries may make and revise their investment  elections in accordance
     with the procedures  established  by the Company.  The Company will furnish
     eligible   persons  with  information   about  the  investment   elections,
     investment funds, and procedures for making and revising elections.

          10.4  Limitations  on  Investment  Directions.  The  Company  intends,
     beginning  September 1, 2001, to make its matching  contributions in shares
     of its common  stock.  These shares will be deposited in the

                                       11
Company stock fund and eligible participants will have units of the Company
     stock fund credited to their matching  accounts.  Participants  will not be
     able to direct  the sale of any units of the  Company  stock  fund in their
     matching  account  until  the  account  has held the units for at least one
     year.  Once the units have been held in the  matching  account for at least
     one year,  the  participants  may elect to sell the units and  reinvest the
     proceeds in other investment funds.

          10.5  Separate  Accountings.  The  amounts  invested  pursuant to this
     article will be held by the Trustee as  "segregated  assets" and the income
     for each fund will be  credited  or  charged  to the  accounts  of  persons
     participating in the fund in accordance with the procedures  established by
     the Company.

     7. This Amendment will be effective as of September 1, 2001.

     IN WITNESS  WHEREOF,  the Company has caused this  Amendment to be executed
this 27th day of September, 2001.

                                          DONNELLY CORPORATION

                                          By  /s/ J. Dwane Baumgardner
                                                  J. Dwane Baumgardner
                                                  Its President

                                       12
EXHIBIT 5

                               OPINION OF COUNSEL

Donnelly Corporation
Holland, Michigan

         Re:     Registration Statement on Form S-8 Relating to the
                 Donnelly Corporation 401(K) Retirement Savings Plan

Ladies and Gentlemen:

     With respect to the Registration  Statement on Form S-8 (the  "Registration
Statement"),   filed  by  Donnelly  Corporation,  a  Michigan  corporation  (the
"Company"),  with the  Securities  and  Exchange  Commission  for the purpose of
registering under the Securities Act of 1933, as amended,  800,000 shares of the
Company's Class A common stock, par value $0.10 per share, for issuance pursuant
to the Company's 401(k) Retirement  Savings Plan (the "Plan"),  we have examined
such documents and questions of law we consider necessary or appropriate for the
purpose of giving this opinion.  On the basis of such evaluation,  we advise you
that, in our opinion, the 800,000 shares covered by the Registration  Statement,
when  issued in  accordance  with the terms and  conditions  of the Plan and the
Registration  Statement,  will be  duly  and  legally  authorized,  issued,  and
outstanding and will be fully paid and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required  under Section 7 of
the  Securities Act of 1933, as amended,  or under the rules and  regulations of
the Securities and Exchange Commission relating thereto.

September 27, 2001                 VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP

                                   /s/ Varnum, Riddering, Schmidt & Howlett LLP
                                       Grand Rapids, Michigan

                                       13
EXHIBIT 23(b)

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Donnelly Corporation
Holland, Michigan

     We hereby consent to the  incorporation  by reference in this  Registration
Statement  of  Donnelly  Corporation  on Form S-8 for the  Donnelly  Corporation
401(k)  Retirement  Savings Plan, of our report dated  February 8, 2001,  except
Note 3, which is dated February 26, 2001, relating to the combined  consolidated
financial  statements  and  schedule of Donnelly  Corporation  appearing  in the
Company's Annual Report on Form 10-K for the year ended December 31, 2000.

/s/ BDO Seidman LLP
BDO SEIDMAN LLP
Grand Rapids, Michigan
September 24, 2001