As filed with the Securities and Exchange Commission on July 12, 2001
                                                    - Registration No. 333-55499

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               AMENDMENT NO. 2 TO
                                    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 Amended and Restated Nonemployee Director Stock Option Plan
                            (Full Title of the Plan)

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


                          Copies of Communications to:
                             William J. Lawrence III
                    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(2)        Offering Price     Registration Fee (2)
--------------------------------------------------------------------------------------------------------------------
<S>                               <C>                       <C>                 <C>                     <C>
Class A Common Stock
($.10 Par Value)                  125,000 Shares(1)          $12.54             $1,567,500              $463
====================================================================================================================
</TABLE>
(1)  Represents  the number of shares of Common  Stock  authorized  for issuance
     under the  Donnelly  Corporation  1998  Amended  and  Restated  Nonemployee
     Director Stock Option Plan (the "Plan").  This Registration  Statement also
     covers such  indeterminable  additional number of shares as may be issuable
     under the Plan by reason of  adjustments  in the  number of shares  covered
     thereby as described in the Prospectus.
(2)  Filing  fee  previously  paid when the Form S-8  Registration  was filed on
     November 25, 1998, and amended on March 2, 1999.

Pursuant  to  Rule  416(a)  of the  General  Rules  and  Regulations  under  the
Securities Act of 1933, this Registration  Statement shall cover such additional
securities as may be offered or issued to prevent dilution  resulting from stock
splits, stock dividends or similar transactions.
<PAGE>
     The purpose of this  Amendment  No. 2. is to amend  Exhibit 4 (the Donnelly
Corporation  Amended and  Restated  Nonemployee  Director  Stock Option Plan) by
incorporating  by reference  Exhibit 10.9 from the Donnelly  Corporation  Annual
Report on Form 10-K for the year ended December 31, 2000.

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     The  Company's  Annual Report on Form 10-K for the year ended July 3, 1993,
which has been filed by the Company with the Commission  (File No.  1-9716),  is
incorporated  herein  by  reference.  All  other  reports  filed by the  Company
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
foregoing Annual Report on Form 10-K are incorporated  herein by reference.  All
other reports or documents filed by the Company  pursuant to the requirements of
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, subsequent to the date
of this  Registration  Statement and prior to the termination of the offering of
the securities  offered hereby shall be deemed to be  incorporated  by reference
herein  and to be a part  hereof  from the date of  filing  of such  reports  or
documents.  Any  statements  contained  in a  document  incorporated  herein  by
reference  shall be deemed to be modified  or  superseded  for  purposes of this
Prospectus  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.

     The combined  consolidated  balance sheets of Donnelly  Corporation and its
subsidiaries  as of  December  31,  2000,  and 1999,  and the  related  combined
consolidated  statements of income,  shareholders' equity and cash flows for the
year ended December 31, 2000, the six-month  period ended December 31, 1999, and
each of the two years for the  periods  ended July 3, 1999,  and June 27,  1998,
have been incorporated in this  Registration  Statement by reference in reliance
upon the report, also incorporated in this Registration  Statement by reference,
of BDO Seidman,  LLP,  independent  certified public  accountants,  and upon the
authority of said firm as experts in accounting and auditing.

     The  description  of the  Company's  Class A  Common  Stock,  the  class of
securities offered pursuant to this Registration  Statement, is contained in the
Company's  Registration  Statement  filed pursuant to Section 12 of the Exchange
Act,  and  is  incorporated  herein  by  reference,   including  any  subsequent
amendments or reports filed for the purpose of updating that description.

Item 4.   Description of Securities

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

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 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,  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.

                                       1
<PAGE>
     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 which
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 predicted 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

     Reference is made to the Exhibit Index which appears on page S-5.

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,
     represents  a  fundamental  change  in the  information  set  forth  in the
     registration statement;

          (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 (1)(i) and (1) (ii) do not apply if the
     registration  statement  is on Form  S-3,  Form S-8,  or Form F-3,  and the
     information required to be included in a post-effective  amendment by those
     paragraphs  is  contained  in  periodic  reports  filed  by the  registrant
     pursuant to Section 13 or Section 15 (d) of Securities Exchange Act of 1934
     that are incorporated by reference in the registration statement.

                                       2
<PAGE>
     (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 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 bonafide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted  to  directors,  officers  and  controlling
persons of the registrant pursuant to the foregoing  provisions  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 by the  registrant  of  expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       3
<PAGE>
                                   SIGNATURES

     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 Amendment No. 2 to
the  Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto duly  authorized,  in the City of Holland,  State of Michigan,  on the
28th day of June, 2001.

                                     DONNELLY CORPORATION


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


                                POWER OF ATTORNEY

     KNOW 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 him 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 attorney-in-fact and agent, 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 or her  substitute,  may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the  requirements of the Securities Act of 1933, this Amendment
No. 2 to the  Registration  Statement has been signed below on June 28, 2001, by
the following persons in the capacities indicated.


By: /s/ John A. Borden                     By: /s/ B. Patrick Donnelly, III
      John A. Borden, Director                B. Patrick Donnelly, III, Director

By: /s/ R. Eugene Goodson                  By: /s/ Joan E. Donnelly
      R. Eugene Goodson, Director             Joan E. Donnelly, Director


By: /s/ Donald R. Uhlmann                  By: /s/ Thomas E. Leonard
      Donald R. Uhlmann, Director             Thomas E. Leonard, Director


By: /s/ J. Dwane Baumgardner               By: /s/ Gerald T. McNeive, Jr.
      J. Dwane Baumgardner, Director          Gerald T. McNeive, Jr., Director


By: /s/ Arnold F. Brookstone               By: /s/ Kevin L. Brown
      Arnold F. Brookstone, Director          Kevin L. Brown, Senior Vice
                                              President and Chief Financial
                                              Officer (Principal Financial
                                              and Accounting Officer)
By: /s/ Rudolph B. Pruden
      Rudolph B. Pruden, Director


                                       4
<PAGE>
                                  EXHIBIT INDEX

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


Exhibit 4           Donnelly   Corporation  Amended  and  Restated   Nonemployee
                    Director  Stock  Option  Plan,   which  is  incorporated  by
                    reference to Exhibit 10.9 of the Form 10-K Annual  Report of
                    Donnelly Corporation for the year ended December 31, 2000.

Exhibit 5           Opinion  of  Varnum,   Riddering,   Schmidt  &  Howlett  LLP
                    (previously filed)

Exhibit 23(a)       Consent of BDO Seidman LLP

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

Exhibit 24          Power of Attorney - included on page 4 hereof
<PAGE>
                                  EXHIBIT 23(a)



               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  for its Amended  and  Restated  Nonemployee
Director Stock Option 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  schedules of Donnelly  Corporation  appearing in the
Company's Annual Report on Form 10-K for the year ended December 31, 2000.

     We also  consent to the  reference  to us as  experts in this  Registration
Statement.


                                                /s/ BDO SEIDMAN, LLP
                                                Grand Rapids, Michigan
                                                July 11, 2001
[{"type": "S-8", "sequence": "1", "filename": "donnellys8.txt", "secsgml_size_bytes": 19996}]
{"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": "333-64960", "film-number": "1679850"}, "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 July 12, 2001
                                                    - Registration No. 333-55499

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               AMENDMENT NO. 2 TO
                                    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 Amended and Restated Nonemployee Director Stock Option Plan
                            (Full Title of the Plan)

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

                          Copies of Communications to:
                             William J. Lawrence III
                    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(2)        Offering Price     Registration Fee (2)
--------------------------------------------------------------------------------------------------------------------
Class A Common Stock
($.10 Par Value)                  125,000 Shares(1)          $12.54             $1,567,500              $463
====================================================================================================================
(1)  Represents  the number of shares of Common  Stock  authorized  for issuance
     under the  Donnelly  Corporation  1998  Amended  and  Restated  Nonemployee
     Director Stock Option Plan (the "Plan").  This Registration  Statement also
     covers such  indeterminable  additional number of shares as may be issuable
     under the Plan by reason of  adjustments  in the  number of shares  covered
     thereby as described in the Prospectus.
(2)  Filing  fee  previously  paid when the Form S-8  Registration  was filed on
     November 25, 1998, and amended on March 2, 1999.

Pursuant  to  Rule  416(a)  of the  General  Rules  and  Regulations  under  the
Securities Act of 1933, this Registration  Statement shall cover such additional
securities as may be offered or issued to prevent dilution  resulting from stock
splits, stock dividends or similar transactions.
The purpose of this  Amendment  No. 2. is to amend  Exhibit 4 (the Donnelly
Corporation  Amended and  Restated  Nonemployee  Director  Stock Option Plan) by
incorporating  by reference  Exhibit 10.9 from the Donnelly  Corporation  Annual
Report on Form 10-K for the year ended December 31, 2000.

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     The  Company's  Annual Report on Form 10-K for the year ended July 3, 1993,
which has been filed by the Company with the Commission  (File No.  1-9716),  is
incorporated  herein  by  reference.  All  other  reports  filed by the  Company
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
foregoing Annual Report on Form 10-K are incorporated  herein by reference.  All
other reports or documents filed by the Company  pursuant to the requirements of
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, subsequent to the date
of this  Registration  Statement and prior to the termination of the offering of
the securities  offered hereby shall be deemed to be  incorporated  by reference
herein  and to be a part  hereof  from the date of  filing  of such  reports  or
documents.  Any  statements  contained  in a  document  incorporated  herein  by
reference  shall be deemed to be modified  or  superseded  for  purposes of this
Prospectus  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.

     The combined  consolidated  balance sheets of Donnelly  Corporation and its
subsidiaries  as of  December  31,  2000,  and 1999,  and the  related  combined
consolidated  statements of income,  shareholders' equity and cash flows for the
year ended December 31, 2000, the six-month  period ended December 31, 1999, and
each of the two years for the  periods  ended July 3, 1999,  and June 27,  1998,
have been incorporated in this  Registration  Statement by reference in reliance
upon the report, also incorporated in this Registration  Statement by reference,
of BDO Seidman,  LLP,  independent  certified public  accountants,  and upon the
authority of said firm as experts in accounting and auditing.

     The  description  of the  Company's  Class A  Common  Stock,  the  class of
securities offered pursuant to this Registration  Statement, is contained in the
Company's  Registration  Statement  filed pursuant to Section 12 of the Exchange
Act,  and  is  incorporated  herein  by  reference,   including  any  subsequent
amendments or reports filed for the purpose of updating that description.

Item 4.   Description of Securities

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

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 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,  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.

                                       1
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 which
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 predicted 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

     Reference is made to the Exhibit Index which appears on page S-5.

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,
     represents  a  fundamental  change  in the  information  set  forth  in the
     registration statement;

          (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 (1)(i) and (1) (ii) do not apply if the
     registration  statement  is on Form  S-3,  Form S-8,  or Form F-3,  and the
     information required to be included in a post-effective  amendment by those
     paragraphs  is  contained  in  periodic  reports  filed  by the  registrant
     pursuant to Section 13 or Section 15 (d) of Securities Exchange Act of 1934
     that are incorporated by reference in the registration statement.

                                       2
(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 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 bonafide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted  to  directors,  officers  and  controlling
persons of the registrant pursuant to the foregoing  provisions  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 by the  registrant  of  expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       3
SIGNATURES

     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 Amendment No. 2 to
the  Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto duly  authorized,  in the City of Holland,  State of Michigan,  on the
28th day of June, 2001.

                                     DONNELLY CORPORATION

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

                                POWER OF ATTORNEY

     KNOW 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 him 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 attorney-in-fact and agent, 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 or her  substitute,  may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the  requirements of the Securities Act of 1933, this Amendment
No. 2 to the  Registration  Statement has been signed below on June 28, 2001, by
the following persons in the capacities indicated.

By: /s/ John A. Borden                     By: /s/ B. Patrick Donnelly, III
      John A. Borden, Director                B. Patrick Donnelly, III, Director

By: /s/ R. Eugene Goodson                  By: /s/ Joan E. Donnelly
      R. Eugene Goodson, Director             Joan E. Donnelly, Director

By: /s/ Donald R. Uhlmann                  By: /s/ Thomas E. Leonard
      Donald R. Uhlmann, Director             Thomas E. Leonard, Director

By: /s/ J. Dwane Baumgardner               By: /s/ Gerald T. McNeive, Jr.
      J. Dwane Baumgardner, Director          Gerald T. McNeive, Jr., Director

By: /s/ Arnold F. Brookstone               By: /s/ Kevin L. Brown
      Arnold F. Brookstone, Director          Kevin L. Brown, Senior Vice
                                              President and Chief Financial
                                              Officer (Principal Financial
                                              and Accounting Officer)
By: /s/ Rudolph B. Pruden
      Rudolph B. Pruden, Director

                                       4
EXHIBIT INDEX

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

Exhibit 4           Donnelly   Corporation  Amended  and  Restated   Nonemployee
                    Director  Stock  Option  Plan,   which  is  incorporated  by
                    reference to Exhibit 10.9 of the Form 10-K Annual  Report of
                    Donnelly Corporation for the year ended December 31, 2000.

Exhibit 5           Opinion  of  Varnum,   Riddering,   Schmidt  &  Howlett  LLP
                    (previously filed)

Exhibit 23(a)       Consent of BDO Seidman LLP

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

Exhibit 24          Power of Attorney - included on page 4 hereof
EXHIBIT 23(a)

               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  for its Amended  and  Restated  Nonemployee
Director Stock Option 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  schedules of Donnelly  Corporation  appearing in the
Company's Annual Report on Form 10-K for the year ended December 31, 2000.

     We also  consent to the  reference  to us as  experts in this  Registration
Statement.

                                                /s/ BDO SEIDMAN, LLP
                                                Grand Rapids, Michigan
                                                July 11, 2001