As filed with the Securities and Exchange Commission on 
          July 16, 1994 - Registration No. 33-     

               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) 
 
          414 East 40th Street, Holland, Michigan 49423 
    (Address of Principal Executive Offices)       (Zip Code)
  Donnelly Corporation Non-Employee Director Stock Option Plan
                    (Full Title of the Plan)
James A. Knister, 414 East 40th Street, Holland, Michigan 49423 
             (Name and address of agent for service)
                  Copies of Communications to:
                     William J. Lawrence III
              Varnum, Riddering, Schmidt & Howlett
                          P.O. Box 352
                Grand Rapids, Michigan 49501-0352 
                        (616) 336-6000

                  CALCULATION OF REGISTRATION FEE         
                          Proposed     Proposed
Title of                  Maximum      Maximum
Securities  Amount        Offering     Aggregate      Amount of 
To be       To be         Price Per    Offering       Registration
Registered  Registered    Share (2)    Price          Fee                 
Class A     50,000        $17.0625    $853,125.00       $295.00
Common Stockshares (1)
($.10 Par Value)                                                          

(1)  Represents the number of shares of Class A Common Stock authorized for
     issuance under the Donnelly Corporation Non-Employee Director Stock
     Option Plan (the "Plan").  This Registration Statement 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)  For the purpose of computing the registration fee only, the price shown
     is based  upon  the price of $17.0625 per share, the average ofthe high 
     and low sales prices for the Common Stock of Donnelly Corporation on the  
     American Stock Exchange on September 16, 1994, 457(h). 
                                           
 
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. 
 
 
                      DONNELLY CORPORATION 
                         (The "Company") 
 
                          50,000 Shares 
                      Class A Common Stock 
                   (Par Value $.10 Per Share) 
                       DONNELLY CORPORATION
             NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                          (The "Plan")
                                       
    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
  THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
    PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
    ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
                               
    These shares are to be offered from time to time by the Company pursuant 
    to stock options granted to non-employee directors of the Company under 
    the terms of the Plan described in this Prospectus.  The prices for the 
    shares, as specified in the option agreements, are to be not the shares 
    on the date of each grant, as shown by transactions reported by the
    American Stock Exchange ("AMEX").  The Company's Common Stock is traded 
    on the AMEX and reported under the symbol DON.

    The directors who purchase shares under the Plan may not reoffer or  
    resell such shares under this Prospectus.  Any reoffers or resales by any 
    such persons must remain in compliance with the registration requirements  
    of the Securities Act of 1933 or pursuant to an application exemption from 
    those requirements. 
                            
    This document, dated September 16, 1994, constitutes part of a  
prospectus covering securities that have been registered under the Securities 
Act of 1933. 
 
 
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY 
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH 
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN 
AUTHORIZED BY THE COMPANY.  THE DELIVERY OF THIS PROSPECTUS AT ANYTIME DOES 
NOT IMPLY THAT INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENTTO THE 
DATE HEREOF. 
 
                        TABLE OF CONTENTS 
                                                           Page

The Company  . . . . . . . . . . . . . . . . . . . . . . .   1

The Plan . . . . . . . . . . . . . . . . . . . . . . . . .   1
     
     Purpose . . . . . . . . . . . . . . . . . . . . . . .   1
     Eligibility and Participation . . . . . . . . . . . .   1
     Amendment and Termination of Plan . . . . . . . . . .   1
     Securities Subject to Option Grants . . . . . . . . .   1
     Transferability of Options and Common Stock . . . . .   2
     Merger or Consolidation . . . . . . . . . . . . . . .   2

The Grant of Options and Purchase of Common Stock. . . . .   2

     The Grant of Stock Options. . . . . . . . . . . . . .   2
     When Options May Be Exercised . . . . . . . . . . . .   2
     Termination of Director Status; Disability;  
     Death; Removal . . . . . . . . . . . . . . . . . . .    3 
 
Tax Effects of Participation in the Plan . . . . . . . . .   3 
 
Description of Capital Stock . . . . . . . . . . . . . . .   4 
 
     Class A Common Stock and Class B Common Stock . . . .   4 
 
          Voting Rights. . . . . . . . . . . . . . . . . .   4 
          Dividends and Distributions. . . . . . . . . . .   4 
          Conversion . . . . . . . . . . . . . . . . . . .   4   
          Transferability. . . . . . . . . . . . . . . . .   4 
          Future Issuances of Class B Common Stock;  
             Status of Class B Common Stock Upon Conversion  4 
 
     Transfer Agent. . . . . . . . . . . . . . . . . . . .   5 
 
     Series Preferred Stock. . . . . . . . . . . . . . . .   5 
 
     7.5 percent Preferred Stock . . . . . . . . . . . . .   5 
 
     General . . . . . . . . . . . . . . . . . . . . . . .   5 
 
          Appointment and Election of Directors    . . . . . 5    
          Board of Directors' Consideration and Approval of 
            Tender Offers, Mergers or Consolidations .       5 
          Two-Thirds Majority Required to Merge, Dissolve 
            or Liquidate . . . . . . . . . . . . . . . . .   6 
          Michigan Fair Price Provisions . . . . . . . . .   6 
          Michigan Shareholder Equity Provisions . . . . .   6 
 
Updating Information . . . . . . . . . . . . . . . . . . .   6 
Available Information Regarding the Company and the Plan .   6

                            THE COMPANY

     Donnelly Corporation, a Michigan corporation (the "Company"), is 
offering shares of its Class A Common Stock, par value $.10 per share
("Common Stock"), to recipients of stock options granted under the
terms of the Donnelly Corporation Non-Employee Director Stock Option Plan
(the "Plan").  The Company is a manufacturing company; its principal 
executive offices are located at 414 East 40th Street, Holland, 
49423; telephone number (616) 786-6022.  Participants may obtain additional
information about the Plan by contacting the Company at the above address or 
telephone number.

                            THE PLAN

     The Plan provides for the granting of options to non-employee directors
of the Company to purchase, in the aggregate, not more than 50,000 shares of 
Common Stock of the Company.  The Plan does not qualify under Section 401(a) 
of the Internal Revenue Code as a qualified pension, profit sharing or stock 
bonus trust, and the Plan is not subject to the provisions of the Employee  
Retirement Income Security Act of 1974.  The Plan was adopted by the Board  
of Directors of the Company on August 20, 1993, and was approved by its 
shareholders on October 29, 1993.

Purpose

     The purpose of the Plan is to encourage stock ownership by non-employee
directors of the Company, to provide them with additional incentive to manage
the Company effectively and to contribute to its success, and to provide a 
form of compensation that will attract and retain highly qualified individuals
to serve as members of the Board of Directors of the Company.

Eligibility and Participation

Directors of the Company who are neither contractual nor common law 
employees of the Company or any of its subsidiaries will receive options 
under the Plan.  During the term of the Plan, on the second Wednesday of each 
August, each person entitled to participate in the Plan will be granted an 
option to purchase 500 shares of the Company's Common Stock.  Options were 
first granted under the Plan on October 29, 1993.  Optionees may hold more 
than one option but only on the terms and subject to the restrictions in the
Plan.

Amendment and Termination of Plan

     The Board of Directors of the Company may, insofar as permitted by law, 
amend or terminate the Plan with respect to shares not subject to option at
the time of amendment or termination.  However, the Plan may not be amended
without shareholder approval if the amendment would increase the maximum 
number of shares that may be issued under the Plan, increase the maximum
number of shares that may be optioned to any one non-employee director, 
materially increase the benefits accruing to option holders under the Plan, 
decrease the price at which options may be granted, or permit the granting of 
options under the Plan after October 29, 2003.  In addition, the Board of  
Directors may not amend those portions of the Plan, more than once every six 
months, that establish: (1) the date on which options are to be granted; (2) 
the number of shares subject to each option; (3) the option price; or  
(4) the eligibility requirements for participation in the Plan.  Unless 
earlier terminated by the Board of Directors, the Plan will terminate on 
October 29, 2003.

Securities Subject to Option Grants

     The Plan authorizes the issuance of 50,000 shares of the Company's Common 
Stock, par value $.10 per share, under the terms of the Plan.  (Please refer 
to "Description of Capital Stock" below).  The Plan provides for an equitable
adjustment in the number and price of shares of Common Stock covered by 
options in the event the outstanding shares of Common Stock are increased or 
decreased due to any combination of shares, stock dividends or similar 
changes.
  
Transferability of Options and Common Stock

     Options granted under the terms of the Plan may be transferred only by
will, according to the laws of descent and distribution, or under Plan 
provisions relating to termination of service as a director. Options may 
be exercised only by an optionee during his or her lifetime.  The Company may
impose such restrictions on shares acquired pursuant to the exercise of an 
option as it deems advisable, including, without limitation, restrictions 
under federal and state securities laws.  

Merger or Consolidation
 
     The Plan provides that if the Company is the surviving corporation in any 
merger or consolidation, or if the Company is merged into a wholly-owned  
subsidiary solely for purposes of changing the Company's state  
of incorporation, each outstanding option will pertain to the securities  
to which a holder of the number of shares of stock subject to the option  
would have been entitled.  The Plan provides also that upon dissolution or 
liquidation of the Company, or in the event of a merger or consolidation in 
which the Company is not the surviving entity, outstanding options under the 
Plan will terminate.  However, optionees will have the right, immediately prior
to such dissolution, liquidation, merger, or consolidation, to exercise any 
unexercised options, in whole or in part. 
 
        THE GRANT OF OPTIONS AND PURCHASE OF COMMON STOCK 
 
The Grant of Stock Options 
 
     Options granted under the Plan will not qualify as incentive stock options
as defined in Section 422 of the Internal Revenue Code of 1986, as amended. 
Each option is evidenced by a written agreement, approved by the Company, 
containing such terms and conditions as are included in the Plan.  In 
consideration of the grant of an option, the recipient agrees to continue to
serve as a director of the Company if nominated and elected to serve as a
director by the Company's shareholders.  Notwithstanding this requirement, 
nothing contained in the Plan or any agreement executed pursuant to the Plan 
will impose upon the Company, its Board of Directors, or its shareholders, 
any obligation to retain an optionee as a director for any period.

     Each option agreement will state the per share purchase price at which a
share of Common Stock may be purchased.  The option price must be 100 percent
of the fair market value of the shares on the date an option is granted.
The Plan provides that the fair market value per share of Common Stock will be
the closing price of such stock on an established stock exchange or exchanges
if so listed on the day the option is granted or if no sale of shares was 
made on any stock exchange that day, on the preceding day there was a sale of
shares.  Otherwise, if traded over the counter, the fair market value per
share shall be the closing price on the national market list, as reported by
the National Association of Securities Dealers Automated Quotation System
("NASDAQ") on the date the option is granted, or if no sale of shares is
reflected in NASDAQ on that day, on the next preceding day in which there was
a sale of shares reflected in NASDAQ.

     The option price for each share purchased pursuant to the exercise of an 
option is payable in full upon exercise, and must be paid in cash, by 
tendering previously acquired shares of Common Stock or a combination 
of cash and previously acquired Common Stock.

When Options May Be Exercised

     The term of each option granted under the Plan is ten years from the date
of grant.  No option may be exercisable in whole or in part prior to the first
anniversary of the date of grant of the option except with respect
to dissolution, liquidation, merger, or consolidation of the Company or with 
respect to a change in control which includes:  any person becoming the 
beneficial owner of securities of the Company representing 20 percent or more of
the combined voting power of the Company's then outstanding securities 
without prior approval of at least two-thirds of the members of the Board of 
Directors in office immediately prior to such person obtaining such 
percentage interest; the Company becoming a party to a merger, consolidation,
sale of assets or other reorganization, or a proxy contest, as a consequence 
of which members of the Board in office immediately prior to such transaction
or event constitute less than a majority of the Board thereafter; or any 
period of two consecutive years where individuals who at the beginning of
such period constituted the Board cease for any reason to constitute at least a
majority of the Board.  After the first anniversary of the date of grant of
the option, an option may be exercised at any time and from time to time
during the term of the option upon written notice to the Company of the 
intent to exercise the option, as to any or all of the shares covered by the 
option; however, an option may not be exercised with respect to less than 100 
shares, unless the remaining shares covered by an option are fewer than 
100 shares.  Options may be exercised in any order regardless of the date
of grant or the existence of any other outstanding stock option.

Termination of Director Status; Disability; Death; Removal

     If an optionee ceases to serve the Company as a non-employee director 
for a reason other than death, disability, or removal from office, his or her
options will terminate as follows:  for a non-employee director who
has served for less than five years, all exercisable options terminate as of
the 90th day following the date of the optionee's cessation of service and 
options not exercisable as of the date of optionee's cessation of service will
terminate 90 days after they become exercisable; for a non-employee director
who has served for five or more years but less than ten years, all options 
terminate one year following the date of the optionee's cesseation of
service; for a non-employee director who has served for ten or more years, 
all options terminate two years following the date of the optionee's 
cessation of service.

     Upon termination of service as a non-employee director on account of 
physical disability, options remain exercisable, subject to prior expiration 
according to its terms and other limitations imposed by the Plan, for a
period of two years following the optionee's cessation of service as a 
non-employee director of the Company.
 
     In the event of an optionee's death while serving as anon-employee  
director, any outstanding option may thereafter be exercised by the personal  
representative of the optionee's estate or by any person who acquired the 
options by bequest or inheritance during the shorter of the term of the 
option or two full years from the death of the optionee.  An option will be  
exercisable only to the extent it was exercisable at the date of death. 
 
     Upon termination of service by removal or requested resignation, all  
exercisable options terminate as of the 90th day following the date of  
cessation of service, and options not exercisable at the date of cessation of 
service expire 90 days after they become exercisable. 
  
            TAX EFFECTS OF PARTICIPATION IN THE PLAN 

    The following discussion of the federal income tax consequences with 
respect to the grant and exercise of options under the Plan is based on 
management's understanding of the federal income tax laws in effect on
the date of this Prospectus.  

     An optionee will not recognize taxable income at the time an option is 
granted under the Plan unless the option has a readily ascertainable market 
value at the time of grant.  Management understands that options
granted under the Plan do not have a readily ascertainable market value; 
therefore, income will not be recognized by an optionee before the time of 
exercise of an option.  The difference between the fair market value of the
shares at the time an option is exercised and the option price generally will
be treated as ordinary income to the optionee.  The Company is entitled to a 
deduction equal to the amount of the optionee's ordinary income.

     Tax consequences to an optionee will arise again at the time the shares 
of Common Stock are sold.  In general, if the shares have been held for more  
than one year, the gain or loss will be treated as long term capital 
gain or loss.  Otherwise, the gain or loss will be treated as short-term  
capital gain or loss.  The amount of any gain or loss will be calculated 
under the general principles for determining gain and loss, and will equal the
difference between the amount realized in the sale and the tax basis in the 
shares of Common Stock.  The tax basis will equal the cost of the shares 
(the option price paid) plus any income recognized upon exercise of the
option. 
 

                 DESCRIPTION OF CAPITAL STOCK

     The Company's authorized capital stock consists of 30,000,000 shares of 
Class A Common Stock, $.10 par value per share; 15,000,000 shares of Class B  
Common Stock, $.10 par value per share; 1,000,000 shares of Series Preferred
Stock, no par value; and 250,000 shares of 7.5 percent Preferred Stock,
$10 par value per share.

Class A Common Stock and Class B Common Stock

     All shares of Class A Common Stock and Class B Common Stock currently  
outstanding are, and the shares of Class A Common Stock being sold by the  
Company under the terms and conditions of the Plan will be, fully paid and non- 
assessable, not subject to redemption and without preemptive orother rights  
to subscribe for or purchase any proportionate part of any new or additional  
issues of stock of any class or of securities convertible into stock of any  
class. 
 
     Voting Rights.  Holders of shares of Class A Common Stock are entitled to 
one vote per share on all matters submitted to shareholders. Holders of shares 
of Class A Common Stock, as a class, are also entitled to elect one quarter  
of the Company's directors (rounded, if necessary, to the nearest whole number
and rounded up if one quarter of the directors equals a number falling 
exactly between two whole numbers) to be elected at each meeting held for 
the election of directors.  Holders of shares of Class B Common Stock are 
entitled to ten votes per share on all matters submitted shareholders, except
that they are not entitled to vote in the election of the directors which the
holders of Class A Common Stock are entitled to elect.  Holders of shares of
Class B Common Stock elect, as a class (with any Preferred Stock entitled to 
vote), the directors not elected by the shares of Class A Common Stock.  
Holders of shares of Class B Common Stock have cumulative voting rights
in the election directors.  Both the Class A Common Stock and the Class B 
Common Stock are entitled to vote separately as a class on any amendments to 
the Company's Articles of Incorporation that alter the powers,
preferences or rights of the respective class so as to affect them adversely 
and with respect to such other matters as may require class votes under the 
Michigan Business Corporation Act.

     Dividends and Distributions.  Dividends on Class A Common Stock and 
Class B Common Stock will be paid if, as and when declared out of funds 
legally available therefor.  If cash dividends are declared, the
amount paid on each share of Class A Common Stock must be equal to the 
combined cash dividends paid to the holder of each share of Class B Common 
Stock (i) on that stock and (ii) on the related Donnelly Export
Corporation common stock.  (The shares of common stock of Donnelly Export 
Corporation are held entirely by the holders of the Company's Class B Common 
Stock.)  Otherwise, Class A Common Stock and Class B
Common Stock rank equally, including in distributions paid in partial or 
complete liquidation of the Company. The Board may declare and pay a stock 
dividend only of Class A Common Stock on Class A Common Stock 
and only of Class B Common Stock on Class B Common Stock.  If either such 
class receives a stock dividend,the other class must also receive a
comparable stock dividend.   
      
     Conversion.  The Class A Common Stock is not convertible into shares of 
any other equity security of the Company.  Holders of Class B Common Stock  
may elect at any time to convert any or all of such shares into 
shares of the Class A Common Stock on a share for share basis.  If the number 
of outstanding shares of Class B Common Stock falls below 12.5 percent of the  
aggregate number of issued and outstanding shares of Class A 
Common Stock and Class B Common Stock, all the shares of Class B Common Stock 
will automatically be converted into shares of Class A Common Stock. 
 
     Transferability.  The Class A Common Stock is freely transferable.  The  
Class B Common Stock may be transferred by a shareholder only to or among his 
or her spouse, certain relatives (and their spouses), trusts 
established for such persons' benefit, and a corporation or partnership all  
of the stock or units of which are owned by such eligible holders and 
transferees.  Accordingly, no trading market has developed or will develop
in the Class B Common Stock and it has not been and will not be listed or 
traded on any exchange or any market.

     Future Issuances of Class B Common Stock; Status of Class B Common Stock
Upon Conversion.  The Company may not issue any additional shares of Class B 
Common Stock, except in a stock split or stock dividend upon the Class B 
Common Stock, without the approval of the holders of a majority of the out-
standing shares of Class A Common Stock who do not hold Class B Common Stock.
All shares of Class B Common Stock received by the Company upon conversion 
thereof to Class A Common Stock will revert to the status of authorized but 
unissued shares of Class B Common Stock.

Transfer Agent
     
     The Company's transfer agent and registrar for the Class A Common Stock and
Class B Common Stock is The Bank of New York. 
 
Series Preferred Stock 
 
     The authorized Series Preferred Stock consists of 1,000,000 shares, no par 
value.  The Series Preferred Stock may be issued by resolutions of the  
Company's Board of Directors from time to time without any action
of the shareholders.  Such resolutions may authorize issuances in one or  
more classes or series of the Series Preferred Stock, and may fix and  
determine dividend and liquidation preferences, voting rights (except as 
provided below), conversion privileges, redemption terms and other privileges 
and rights of the shareholders of each class or series so authorized.  The  
Series Preferred Stock may not be given more than one vote per share 
or the right as a class to elect any directors.   
 
7.5 Percent Preferred Stock   
 
     The authorized 7.5 percent Preferred Stock consists of 250,000 shares, 
par value $10 per share.  Holders of the 7.5 percent Preferred Stock are 
entitled to receive cumulative preferential dividends in cash of $.75 per
share per annum when and as declared by the Board of Directors.  In the event
the Company is liquidated, dissolved or wound up, voluntarily or 
involuntarily, holders of the 7.5 percent Preferred Stock are entitled to 
receive in cash $10 per share plus accumulated and unpaid dividends from the 
assets of the Company available for distribution to shareholders, before any 
payment is made to holders of any other class of common stock or any other class
of capital stock ranking junior to the 7.5 percent Preferred Stock.  The 
Company may, at its option, at any time on thirty days' notice, redeem all 
or some of the 7.5 percent Preferred Stock by paying $10.50 per share in cash
plus all accumulated and unpaid dividends.  If less than all of the shares 
are redeemed, the Company may designate by lot, in such manner as the Board 
of Directors determines, the shares to be redeemed, or may effect such 
redemption in any other equitable manner.

     The holders of the 7.5 percent Preferred Stock do not have any voting  
rights except as required by applicable law and except that if at any time  
the Company is in arrears in the payment of cumulative dividends to the extent 
of four quarterly dividends (whether consecutive or not), holders of the 7.5 
percent Preferred Stock are entitled to one vote for each share in the election
of the directors not elected by the Class A Common Stock, and on all other
matters.  The voting rights would continue until a quarterly dividend is paid
reducing the amount of arrearages to less than four quarterly dividends.  The
holders of 7.5 percent Preferred Stock have no preemptive rights.
 
General

     The Company's Articles of Incorporation and the Michigan Business 
Corporation Act contain provisions which may have an effect of deterring or
impeding any efforts to acquire control of the Company including
proposed transactions that might have the support of a majority of the 
Company's voting power or a majority of the Company's common equity.  These 
devices could also have the effect of inhibiting certain changes in
management and temporary fluctuations in the marketplace of the Company's 
Class A Common Stock that could arise from actual or rumored takeover bids.
The Company's two classes of common stock may have similar effects.

     Appointment and Election of Directors.  The Company's Articles of 
Incorporation state that any vacancy in, or newly created, directorships will
be filled only by the affirmative vote of a majority of directors continuing
in office.  The Articles also provide that nominations for the election of 
directors must be made as provided in the Company's Bylaws, which set forth a
procedure for shareholder nominations of directors.  Notice of any
nomination must be given 30 days in advance of the Company's annual meeting 
at which directors will be elected.  These provisions may restrict the 
ability of a shareholder to conduct a proxy contest against management.

     Board of Directors' Consideration and Approval of Tender Offers, 
Mergers, or Consolidations.  The Articles of Incorporation also provide that
the Board of Directors shall not approve or recommend any offer for
the Company's shares, to merge or consolidate the Company or to purchase 
substantially all of the assets of the Company (i) if such proposal is known 
by the Board to be a possible violation of law and (ii) unless the Board
of Directors has evaluated the offer and determined that the offer is in the 
best interest of the Company and its shareholders.  In making the evaluation,
the Board is permitted to consider several factors, including the 
adequacy and fairness of the consideration to be received and the potential
social and economic impact of the offer and its consummation on the Company, 
its employees, vendors and communities.

     Two-Thirds Majority Required to Merge, Dissolve or Liquidate.  The 
Company's Articles of Incorporation further state that the Company shall not 
merge with another corporation, sell substantially all of its assets, or 
voluntarily dissolve or liquidate its assets without the approval of two-
thirds of the voting power of the then outstanding shares of the classes of 
stock entitled to vote.  The Articles also require that any purchase
by the Company of shares of its voting stock from any person known by the
Company to be the beneficial owner of five percent or more of the voting power
of the Company for less than two years at a price in excess of the
fair market value at the time of purchase, be approved by a majority of the 
votes of the outstanding voting stock of the Company.  This provision is 
intended to eliminate the payment of "greenmail" by discouraging purchasers
from accumulating significant blocks of the Company's stock and then offering
that stock for resale to the Company at a premium over marketprice. 
 
     Michigan Fair Price Provisions.  Chapter 7A of the Michigan Business  
Corporation Act impacts certain business combinations involving Michigan  
corporations such as the Company.  Except in cases in which certain
minimum price, form of consideration, and procedural requirements are  
satisfied or for certain transactions that may be approved inadvance by the  
Company's Board of Directors, higher than normal voting requirements are 
imposed with respect to various transactions involving persons who own ten  
percent or more of the Company's voting stock (referred to as "Interested  
Shareholders").  Transactions to which the higher voting requirements 
apply require an advisory statement from the Board of Directors and must be 
approved by not less than 90 percent of the votes of each class of stock 
entitled to vote and by not less than two-thirds of the votes, other than the
votes of Interested Shareholders who are (or whose affiliates are) a party to
the proposed transaction or an affiliate of the Interested Shareholders, of 
each class entitled to vote. 

     Michigan Shareholder Equity Provisions.  Chapter 7B of the Michigan 
Business Corporation Act affects the voting rights of persons who acquire 
more than 20 percent, 33.334 percent, or 50 percent of a Michigan 
corporations's voting stock (referred to as "Control Shares").  Chapter 7B 
denies shareholder voting rights to those persons or entities who make 
purchase offers or investors who increase their holdings above any of the 
Control Share levels, unless they are granted voting rights by a majority 
vote of all disinterested shareholders (shareholders excluding the bidders 
or owners of Control Shares and the corporation's management).  If the share-
holders do not elect to grant voting rights to Control Shares, under certain
circumstances, the Control Shares may become subject to redemption.
 
                      UPDATING INFORMATION 
 
     Additional information with respect to the Company's capital stock and the
Plan will be provided in the future to Plan participants in the Company's 
definitive Proxy Statements or Annual Reports.

    AVAILABLE INFORMATION REGARDING THE COMPANY AND THE PLAN

     Upon written or oral request, the Company will provide to any holder of an
option under the Plan, without charge, copies of the Company's latest Annual 
Report on Form 10-K, its latest Quarterly Report on Form 10-Q, the 
description of the Company's Common Stock contained in the Company's Registra-
tion Statement filed pursuant to Section 12 of the Securities Exchange Act of 
1934, as amended ("Exchange Act"), including any amendment or reports filed 
for the purpose of updating that description, and other documents filed by the
Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act.
The foregoing documents have been incorporated by reference in the 
Registration Statement filed by the Company which, together with this 
document, constitute a prospectus that meets the requirements of Section 
10(a) of the Securities Act of 1933, as amended.  In addition, the Company will
provide such persons, without charge and upon request, copies of
its latest annual report to shareholders.  Requests for such copies should be
directed to Maryam Komejan, Vice President and Corporate Secretary, Donnelly 
Corporation, 414 E. 40th Street, Holland, Michigan 49423-5368;
telephone (616) 768-6022.


                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 statement 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 consolidated financial statements of Donnelly Corporation and 
subsidiaries as of July 3, 1993 and 1992, and for each of the years in the 
three-year period ended July 3, 1993, 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, 
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 underSection 12 of the 
Exchange Act.  In addition, a description of the Company's capital stock is  
included in the Prospectus provided to Plan participants. 

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 seek-
ing 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 corpor-
ation 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 
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 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.

     Reference is made to the Exhibit Index which appears on page S-7.

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 or Form S-8 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)  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 bonafied 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 
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.


                               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
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Holland, State of Michigan, 
on the 19th day of August, 1994.

                              DONNELLY CORPORATION 
 
 
                              By  /s/ Dwane Baumgardner          
                                   __________________________ 
                                   Dwane Baumgardner 
                                   Chief Executive Officer 
 
 
                       EXHIBIT INDEX 
 
     The following exhibits are filed as a part of the Registration Statement:

                                                             Page


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


Item 24.1 Consent of BDO Seidman - included on page S-5 hereof


Item 24.2 Consent of KPMG Peat Marwick included on page S-6 hereof

Item 24.3 Consent of Varnum, Riddering, Schmidt & Howlett-included in 
          Exhibit 5  


Item 25   Power of Attorney - included on page S-4 hereof  


Item 99   Donnelly Corporation Non-Employee Director Stock Option Plan
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 46380}]
{"company-data": {"conformed-name": "DONNELLY CORP", "cik": "0000805583", "assigned-sic": "3231", "irs-number": "380493110", "state-of-incorporation": "MI", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-55499", "film-number": "94549349"}, "business-address": {"street1": "414 E FORTIETH ST", "city": "HOLLAND", "state": "MI", "zip": "49423", "phone": "6167867000"}, "mail-address": {"street1": "424 EAST 40TH STREET", "city": "HOLLAND", "state": "MI", "zip": "49423"}}
As filed with the Securities and Exchange Commission on 
          July 16, 1994 - Registration No. 33-     

               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) 
 
          414 East 40th Street, Holland, Michigan 49423 
    (Address of Principal Executive Offices)       (Zip Code)
  Donnelly Corporation Non-Employee Director Stock Option Plan
                    (Full Title of the Plan)
James A. Knister, 414 East 40th Street, Holland, Michigan 49423 
             (Name and address of agent for service)
                  Copies of Communications to:
                     William J. Lawrence III
              Varnum, Riddering, Schmidt & Howlett
                          P.O. Box 352
                Grand Rapids, Michigan 49501-0352 
                        (616) 336-6000

                  CALCULATION OF REGISTRATION FEE         
                          Proposed     Proposed
Title of                  Maximum      Maximum
Securities  Amount        Offering     Aggregate      Amount of 
To be       To be         Price Per    Offering       Registration
Registered  Registered    Share (2)    Price          Fee                 
Class A     50,000        $17.0625    $853,125.00       $295.00
Common Stockshares (1)
($.10 Par Value)                                                          

(1)  Represents the number of shares of Class A Common Stock authorized for
     issuance under the Donnelly Corporation Non-Employee Director Stock
     Option Plan (the "Plan").  This Registration Statement 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)  For the purpose of computing the registration fee only, the price shown
     is based  upon  the price of $17.0625 per share, the average ofthe high 
     and low sales prices for the Common Stock of Donnelly Corporation on the  
     American Stock Exchange on September 16, 1994, 457(h). 
                                           
 
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. 
 
 
                      DONNELLY CORPORATION 
                         (The "Company") 
 
                          50,000 Shares 
                      Class A Common Stock 
                   (Par Value $.10 Per Share) 
                       DONNELLY CORPORATION
             NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                          (The "Plan")
                                       
    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
  THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
    PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
    ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
                               
    These shares are to be offered from time to time by the Company pursuant 
    to stock options granted to non-employee directors of the Company under 
    the terms of the Plan described in this Prospectus.  The prices for the 
    shares, as specified in the option agreements, are to be not the shares 
    on the date of each grant, as shown by transactions reported by the
    American Stock Exchange ("AMEX").  The Company's Common Stock is traded 
    on the AMEX and reported under the symbol DON.

    The directors who purchase shares under the Plan may not reoffer or  
    resell such shares under this Prospectus.  Any reoffers or resales by any 
    such persons must remain in compliance with the registration requirements  
    of the Securities Act of 1933 or pursuant to an application exemption from 
    those requirements. 
                            
    This document, dated September 16, 1994, constitutes part of a  
prospectus covering securities that have been registered under the Securities 
Act of 1933. 
 
 
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY 
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH 
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN 
AUTHORIZED BY THE COMPANY.  THE DELIVERY OF THIS PROSPECTUS AT ANYTIME DOES 
NOT IMPLY THAT INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENTTO THE 
DATE HEREOF. 
 
                        TABLE OF CONTENTS 
                                                           Page

The Company  . . . . . . . . . . . . . . . . . . . . . . .   1

The Plan . . . . . . . . . . . . . . . . . . . . . . . . .   1
     
     Purpose . . . . . . . . . . . . . . . . . . . . . . .   1
     Eligibility and Participation . . . . . . . . . . . .   1
     Amendment and Termination of Plan . . . . . . . . . .   1
     Securities Subject to Option Grants . . . . . . . . .   1
     Transferability of Options and Common Stock . . . . .   2
     Merger or Consolidation . . . . . . . . . . . . . . .   2

The Grant of Options and Purchase of Common Stock. . . . .   2

     The Grant of Stock Options. . . . . . . . . . . . . .   2
     When Options May Be Exercised . . . . . . . . . . . .   2
     Termination of Director Status; Disability;  
     Death; Removal . . . . . . . . . . . . . . . . . . .    3 
 
Tax Effects of Participation in the Plan . . . . . . . . .   3 
 
Description of Capital Stock . . . . . . . . . . . . . . .   4 
 
     Class A Common Stock and Class B Common Stock . . . .   4 
 
          Voting Rights. . . . . . . . . . . . . . . . . .   4 
          Dividends and Distributions. . . . . . . . . . .   4 
          Conversion . . . . . . . . . . . . . . . . . . .   4   
          Transferability. . . . . . . . . . . . . . . . .   4 
          Future Issuances of Class B Common Stock;  
             Status of Class B Common Stock Upon Conversion  4 
 
     Transfer Agent. . . . . . . . . . . . . . . . . . . .   5 
 
     Series Preferred Stock. . . . . . . . . . . . . . . .   5 
 
     7.5 percent Preferred Stock . . . . . . . . . . . . .   5 
 
     General . . . . . . . . . . . . . . . . . . . . . . .   5 
 
          Appointment and Election of Directors    . . . . . 5    
          Board of Directors' Consideration and Approval of 
            Tender Offers, Mergers or Consolidations .       5 
          Two-Thirds Majority Required to Merge, Dissolve 
            or Liquidate . . . . . . . . . . . . . . . . .   6 
          Michigan Fair Price Provisions . . . . . . . . .   6 
          Michigan Shareholder Equity Provisions . . . . .   6 
 
Updating Information . . . . . . . . . . . . . . . . . . .   6 
Available Information Regarding the Company and the Plan .   6

                            THE COMPANY

     Donnelly Corporation, a Michigan corporation (the "Company"), is 
offering shares of its Class A Common Stock, par value $.10 per share
("Common Stock"), to recipients of stock options granted under the
terms of the Donnelly Corporation Non-Employee Director Stock Option Plan
(the "Plan").  The Company is a manufacturing company; its principal 
executive offices are located at 414 East 40th Street, Holland, 
49423; telephone number (616) 786-6022.  Participants may obtain additional
information about the Plan by contacting the Company at the above address or 
telephone number.

                            THE PLAN

     The Plan provides for the granting of options to non-employee directors
of the Company to purchase, in the aggregate, not more than 50,000 shares of 
Common Stock of the Company.  The Plan does not qualify under Section 401(a) 
of the Internal Revenue Code as a qualified pension, profit sharing or stock 
bonus trust, and the Plan is not subject to the provisions of the Employee  
Retirement Income Security Act of 1974.  The Plan was adopted by the Board  
of Directors of the Company on August 20, 1993, and was approved by its 
shareholders on October 29, 1993.

Purpose

     The purpose of the Plan is to encourage stock ownership by non-employee
directors of the Company, to provide them with additional incentive to manage
the Company effectively and to contribute to its success, and to provide a 
form of compensation that will attract and retain highly qualified individuals
to serve as members of the Board of Directors of the Company.

Eligibility and Participation

Directors of the Company who are neither contractual nor common law 
employees of the Company or any of its subsidiaries will receive options 
under the Plan.  During the term of the Plan, on the second Wednesday of each 
August, each person entitled to participate in the Plan will be granted an 
option to purchase 500 shares of the Company's Common Stock.  Options were 
first granted under the Plan on October 29, 1993.  Optionees may hold more 
than one option but only on the terms and subject to the restrictions in the
Plan.

Amendment and Termination of Plan

     The Board of Directors of the Company may, insofar as permitted by law, 
amend or terminate the Plan with respect to shares not subject to option at
the time of amendment or termination.  However, the Plan may not be amended
without shareholder approval if the amendment would increase the maximum 
number of shares that may be issued under the Plan, increase the maximum
number of shares that may be optioned to any one non-employee director, 
materially increase the benefits accruing to option holders under the Plan, 
decrease the price at which options may be granted, or permit the granting of 
options under the Plan after October 29, 2003.  In addition, the Board of  
Directors may not amend those portions of the Plan, more than once every six 
months, that establish: (1) the date on which options are to be granted; (2) 
the number of shares subject to each option; (3) the option price; or  
(4) the eligibility requirements for participation in the Plan.  Unless 
earlier terminated by the Board of Directors, the Plan will terminate on 
October 29, 2003.

Securities Subject to Option Grants

     The Plan authorizes the issuance of 50,000 shares of the Company's Common 
Stock, par value $.10 per share, under the terms of the Plan.  (Please refer 
to "Description of Capital Stock" below).  The Plan provides for an equitable
adjustment in the number and price of shares of Common Stock covered by 
options in the event the outstanding shares of Common Stock are increased or 
decreased due to any combination of shares, stock dividends or similar 
changes.
  
Transferability of Options and Common Stock

     Options granted under the terms of the Plan may be transferred only by
will, according to the laws of descent and distribution, or under Plan 
provisions relating to termination of service as a director. Options may 
be exercised only by an optionee during his or her lifetime.  The Company may
impose such restrictions on shares acquired pursuant to the exercise of an 
option as it deems advisable, including, without limitation, restrictions 
under federal and state securities laws.  

Merger or Consolidation
 
     The Plan provides that if the Company is the surviving corporation in any 
merger or consolidation, or if the Company is merged into a wholly-owned  
subsidiary solely for purposes of changing the Company's state  
of incorporation, each outstanding option will pertain to the securities  
to which a holder of the number of shares of stock subject to the option  
would have been entitled.  The Plan provides also that upon dissolution or 
liquidation of the Company, or in the event of a merger or consolidation in 
which the Company is not the surviving entity, outstanding options under the 
Plan will terminate.  However, optionees will have the right, immediately prior
to such dissolution, liquidation, merger, or consolidation, to exercise any 
unexercised options, in whole or in part. 
 
        THE GRANT OF OPTIONS AND PURCHASE OF COMMON STOCK 
 
The Grant of Stock Options 
 
     Options granted under the Plan will not qualify as incentive stock options
as defined in Section 422 of the Internal Revenue Code of 1986, as amended. 
Each option is evidenced by a written agreement, approved by the Company, 
containing such terms and conditions as are included in the Plan.  In 
consideration of the grant of an option, the recipient agrees to continue to
serve as a director of the Company if nominated and elected to serve as a
director by the Company's shareholders.  Notwithstanding this requirement, 
nothing contained in the Plan or any agreement executed pursuant to the Plan 
will impose upon the Company, its Board of Directors, or its shareholders, 
any obligation to retain an optionee as a director for any period.

     Each option agreement will state the per share purchase price at which a
share of Common Stock may be purchased.  The option price must be 100 percent
of the fair market value of the shares on the date an option is granted.
The Plan provides that the fair market value per share of Common Stock will be
the closing price of such stock on an established stock exchange or exchanges
if so listed on the day the option is granted or if no sale of shares was 
made on any stock exchange that day, on the preceding day there was a sale of
shares.  Otherwise, if traded over the counter, the fair market value per
share shall be the closing price on the national market list, as reported by
the National Association of Securities Dealers Automated Quotation System
("NASDAQ") on the date the option is granted, or if no sale of shares is
reflected in NASDAQ on that day, on the next preceding day in which there was
a sale of shares reflected in NASDAQ.

     The option price for each share purchased pursuant to the exercise of an 
option is payable in full upon exercise, and must be paid in cash, by 
tendering previously acquired shares of Common Stock or a combination 
of cash and previously acquired Common Stock.

When Options May Be Exercised

     The term of each option granted under the Plan is ten years from the date
of grant.  No option may be exercisable in whole or in part prior to the first
anniversary of the date of grant of the option except with respect
to dissolution, liquidation, merger, or consolidation of the Company or with 
respect to a change in control which includes:  any person becoming the 
beneficial owner of securities of the Company representing 20 percent or more of
the combined voting power of the Company's then outstanding securities 
without prior approval of at least two-thirds of the members of the Board of 
Directors in office immediately prior to such person obtaining such 
percentage interest; the Company becoming a party to a merger, consolidation,
sale of assets or other reorganization, or a proxy contest, as a consequence 
of which members of the Board in office immediately prior to such transaction
or event constitute less than a majority of the Board thereafter; or any 
period of two consecutive years where individuals who at the beginning of
such period constituted the Board cease for any reason to constitute at least a
majority of the Board.  After the first anniversary of the date of grant of
the option, an option may be exercised at any time and from time to time
during the term of the option upon written notice to the Company of the 
intent to exercise the option, as to any or all of the shares covered by the 
option; however, an option may not be exercised with respect to less than 100 
shares, unless the remaining shares covered by an option are fewer than 
100 shares.  Options may be exercised in any order regardless of the date
of grant or the existence of any other outstanding stock option.

Termination of Director Status; Disability; Death; Removal

     If an optionee ceases to serve the Company as a non-employee director 
for a reason other than death, disability, or removal from office, his or her
options will terminate as follows:  for a non-employee director who
has served for less than five years, all exercisable options terminate as of
the 90th day following the date of the optionee's cessation of service and 
options not exercisable as of the date of optionee's cessation of service will
terminate 90 days after they become exercisable; for a non-employee director
who has served for five or more years but less than ten years, all options 
terminate one year following the date of the optionee's cesseation of
service; for a non-employee director who has served for ten or more years, 
all options terminate two years following the date of the optionee's 
cessation of service.

     Upon termination of service as a non-employee director on account of 
physical disability, options remain exercisable, subject to prior expiration 
according to its terms and other limitations imposed by the Plan, for a
period of two years following the optionee's cessation of service as a 
non-employee director of the Company.
 
     In the event of an optionee's death while serving as anon-employee  
director, any outstanding option may thereafter be exercised by the personal  
representative of the optionee's estate or by any person who acquired the 
options by bequest or inheritance during the shorter of the term of the 
option or two full years from the death of the optionee.  An option will be  
exercisable only to the extent it was exercisable at the date of death. 
 
     Upon termination of service by removal or requested resignation, all  
exercisable options terminate as of the 90th day following the date of  
cessation of service, and options not exercisable at the date of cessation of 
service expire 90 days after they become exercisable. 
  
            TAX EFFECTS OF PARTICIPATION IN THE PLAN 

    The following discussion of the federal income tax consequences with 
respect to the grant and exercise of options under the Plan is based on 
management's understanding of the federal income tax laws in effect on
the date of this Prospectus.  

     An optionee will not recognize taxable income at the time an option is 
granted under the Plan unless the option has a readily ascertainable market 
value at the time of grant.  Management understands that options
granted under the Plan do not have a readily ascertainable market value; 
therefore, income will not be recognized by an optionee before the time of 
exercise of an option.  The difference between the fair market value of the
shares at the time an option is exercised and the option price generally will
be treated as ordinary income to the optionee.  The Company is entitled to a 
deduction equal to the amount of the optionee's ordinary income.

     Tax consequences to an optionee will arise again at the time the shares 
of Common Stock are sold.  In general, if the shares have been held for more  
than one year, the gain or loss will be treated as long term capital 
gain or loss.  Otherwise, the gain or loss will be treated as short-term  
capital gain or loss.  The amount of any gain or loss will be calculated 
under the general principles for determining gain and loss, and will equal the
difference between the amount realized in the sale and the tax basis in the 
shares of Common Stock.  The tax basis will equal the cost of the shares 
(the option price paid) plus any income recognized upon exercise of the
option. 
 

                 DESCRIPTION OF CAPITAL STOCK

     The Company's authorized capital stock consists of 30,000,000 shares of 
Class A Common Stock, $.10 par value per share; 15,000,000 shares of Class B  
Common Stock, $.10 par value per share; 1,000,000 shares of Series Preferred
Stock, no par value; and 250,000 shares of 7.5 percent Preferred Stock,
$10 par value per share.

Class A Common Stock and Class B Common Stock

     All shares of Class A Common Stock and Class B Common Stock currently  
outstanding are, and the shares of Class A Common Stock being sold by the  
Company under the terms and conditions of the Plan will be, fully paid and non- 
assessable, not subject to redemption and without preemptive orother rights  
to subscribe for or purchase any proportionate part of any new or additional  
issues of stock of any class or of securities convertible into stock of any  
class. 
 
     Voting Rights.  Holders of shares of Class A Common Stock are entitled to 
one vote per share on all matters submitted to shareholders. Holders of shares 
of Class A Common Stock, as a class, are also entitled to elect one quarter  
of the Company's directors (rounded, if necessary, to the nearest whole number
and rounded up if one quarter of the directors equals a number falling 
exactly between two whole numbers) to be elected at each meeting held for 
the election of directors.  Holders of shares of Class B Common Stock are 
entitled to ten votes per share on all matters submitted shareholders, except
that they are not entitled to vote in the election of the directors which the
holders of Class A Common Stock are entitled to elect.  Holders of shares of
Class B Common Stock elect, as a class (with any Preferred Stock entitled to 
vote), the directors not elected by the shares of Class A Common Stock.  
Holders of shares of Class B Common Stock have cumulative voting rights
in the election directors.  Both the Class A Common Stock and the Class B 
Common Stock are entitled to vote separately as a class on any amendments to 
the Company's Articles of Incorporation that alter the powers,
preferences or rights of the respective class so as to affect them adversely 
and with respect to such other matters as may require class votes under the 
Michigan Business Corporation Act.

     Dividends and Distributions.  Dividends on Class A Common Stock and 
Class B Common Stock will be paid if, as and when declared out of funds 
legally available therefor.  If cash dividends are declared, the
amount paid on each share of Class A Common Stock must be equal to the 
combined cash dividends paid to the holder of each share of Class B Common 
Stock (i) on that stock and (ii) on the related Donnelly Export
Corporation common stock.  (The shares of common stock of Donnelly Export 
Corporation are held entirely by the holders of the Company's Class B Common 
Stock.)  Otherwise, Class A Common Stock and Class B
Common Stock rank equally, including in distributions paid in partial or 
complete liquidation of the Company. The Board may declare and pay a stock 
dividend only of Class A Common Stock on Class A Common Stock 
and only of Class B Common Stock on Class B Common Stock.  If either such 
class receives a stock dividend,the other class must also receive a
comparable stock dividend.   
      
     Conversion.  The Class A Common Stock is not convertible into shares of 
any other equity security of the Company.  Holders of Class B Common Stock  
may elect at any time to convert any or all of such shares into 
shares of the Class A Common Stock on a share for share basis.  If the number 
of outstanding shares of Class B Common Stock falls below 12.5 percent of the  
aggregate number of issued and outstanding shares of Class A 
Common Stock and Class B Common Stock, all the shares of Class B Common Stock 
will automatically be converted into shares of Class A Common Stock. 
 
     Transferability.  The Class A Common Stock is freely transferable.  The  
Class B Common Stock may be transferred by a shareholder only to or among his 
or her spouse, certain relatives (and their spouses), trusts 
established for such persons' benefit, and a corporation or partnership all  
of the stock or units of which are owned by such eligible holders and 
transferees.  Accordingly, no trading market has developed or will develop
in the Class B Common Stock and it has not been and will not be listed or 
traded on any exchange or any market.

     Future Issuances of Class B Common Stock; Status of Class B Common Stock
Upon Conversion.  The Company may not issue any additional shares of Class B 
Common Stock, except in a stock split or stock dividend upon the Class B 
Common Stock, without the approval of the holders of a majority of the out-
standing shares of Class A Common Stock who do not hold Class B Common Stock.
All shares of Class B Common Stock received by the Company upon conversion 
thereof to Class A Common Stock will revert to the status of authorized but 
unissued shares of Class B Common Stock.

Transfer Agent
     
     The Company's transfer agent and registrar for the Class A Common Stock and
Class B Common Stock is The Bank of New York. 
 
Series Preferred Stock 
 
     The authorized Series Preferred Stock consists of 1,000,000 shares, no par 
value.  The Series Preferred Stock may be issued by resolutions of the  
Company's Board of Directors from time to time without any action
of the shareholders.  Such resolutions may authorize issuances in one or  
more classes or series of the Series Preferred Stock, and may fix and  
determine dividend and liquidation preferences, voting rights (except as 
provided below), conversion privileges, redemption terms and other privileges 
and rights of the shareholders of each class or series so authorized.  The  
Series Preferred Stock may not be given more than one vote per share 
or the right as a class to elect any directors.   
 
7.5 Percent Preferred Stock   
 
     The authorized 7.5 percent Preferred Stock consists of 250,000 shares, 
par value $10 per share.  Holders of the 7.5 percent Preferred Stock are 
entitled to receive cumulative preferential dividends in cash of $.75 per
share per annum when and as declared by the Board of Directors.  In the event
the Company is liquidated, dissolved or wound up, voluntarily or 
involuntarily, holders of the 7.5 percent Preferred Stock are entitled to 
receive in cash $10 per share plus accumulated and unpaid dividends from the 
assets of the Company available for distribution to shareholders, before any 
payment is made to holders of any other class of common stock or any other class
of capital stock ranking junior to the 7.5 percent Preferred Stock.  The 
Company may, at its option, at any time on thirty days' notice, redeem all 
or some of the 7.5 percent Preferred Stock by paying $10.50 per share in cash
plus all accumulated and unpaid dividends.  If less than all of the shares 
are redeemed, the Company may designate by lot, in such manner as the Board 
of Directors determines, the shares to be redeemed, or may effect such 
redemption in any other equitable manner.

     The holders of the 7.5 percent Preferred Stock do not have any voting  
rights except as required by applicable law and except that if at any time  
the Company is in arrears in the payment of cumulative dividends to the extent 
of four quarterly dividends (whether consecutive or not), holders of the 7.5 
percent Preferred Stock are entitled to one vote for each share in the election
of the directors not elected by the Class A Common Stock, and on all other
matters.  The voting rights would continue until a quarterly dividend is paid
reducing the amount of arrearages to less than four quarterly dividends.  The
holders of 7.5 percent Preferred Stock have no preemptive rights.
 
General

     The Company's Articles of Incorporation and the Michigan Business 
Corporation Act contain provisions which may have an effect of deterring or
impeding any efforts to acquire control of the Company including
proposed transactions that might have the support of a majority of the 
Company's voting power or a majority of the Company's common equity.  These 
devices could also have the effect of inhibiting certain changes in
management and temporary fluctuations in the marketplace of the Company's 
Class A Common Stock that could arise from actual or rumored takeover bids.
The Company's two classes of common stock may have similar effects.

     Appointment and Election of Directors.  The Company's Articles of 
Incorporation state that any vacancy in, or newly created, directorships will
be filled only by the affirmative vote of a majority of directors continuing
in office.  The Articles also provide that nominations for the election of 
directors must be made as provided in the Company's Bylaws, which set forth a
procedure for shareholder nominations of directors.  Notice of any
nomination must be given 30 days in advance of the Company's annual meeting 
at which directors will be elected.  These provisions may restrict the 
ability of a shareholder to conduct a proxy contest against management.

     Board of Directors' Consideration and Approval of Tender Offers, 
Mergers, or Consolidations.  The Articles of Incorporation also provide that
the Board of Directors shall not approve or recommend any offer for
the Company's shares, to merge or consolidate the Company or to purchase 
substantially all of the assets of the Company (i) if such proposal is known 
by the Board to be a possible violation of law and (ii) unless the Board
of Directors has evaluated the offer and determined that the offer is in the 
best interest of the Company and its shareholders.  In making the evaluation,
the Board is permitted to consider several factors, including the 
adequacy and fairness of the consideration to be received and the potential
social and economic impact of the offer and its consummation on the Company, 
its employees, vendors and communities.

     Two-Thirds Majority Required to Merge, Dissolve or Liquidate.  The 
Company's Articles of Incorporation further state that the Company shall not 
merge with another corporation, sell substantially all of its assets, or 
voluntarily dissolve or liquidate its assets without the approval of two-
thirds of the voting power of the then outstanding shares of the classes of 
stock entitled to vote.  The Articles also require that any purchase
by the Company of shares of its voting stock from any person known by the
Company to be the beneficial owner of five percent or more of the voting power
of the Company for less than two years at a price in excess of the
fair market value at the time of purchase, be approved by a majority of the 
votes of the outstanding voting stock of the Company.  This provision is 
intended to eliminate the payment of "greenmail" by discouraging purchasers
from accumulating significant blocks of the Company's stock and then offering
that stock for resale to the Company at a premium over marketprice. 
 
     Michigan Fair Price Provisions.  Chapter 7A of the Michigan Business  
Corporation Act impacts certain business combinations involving Michigan  
corporations such as the Company.  Except in cases in which certain
minimum price, form of consideration, and procedural requirements are  
satisfied or for certain transactions that may be approved inadvance by the  
Company's Board of Directors, higher than normal voting requirements are 
imposed with respect to various transactions involving persons who own ten  
percent or more of the Company's voting stock (referred to as "Interested  
Shareholders").  Transactions to which the higher voting requirements 
apply require an advisory statement from the Board of Directors and must be 
approved by not less than 90 percent of the votes of each class of stock 
entitled to vote and by not less than two-thirds of the votes, other than the
votes of Interested Shareholders who are (or whose affiliates are) a party to
the proposed transaction or an affiliate of the Interested Shareholders, of 
each class entitled to vote. 

     Michigan Shareholder Equity Provisions.  Chapter 7B of the Michigan 
Business Corporation Act affects the voting rights of persons who acquire 
more than 20 percent, 33.334 percent, or 50 percent of a Michigan 
corporations's voting stock (referred to as "Control Shares").  Chapter 7B 
denies shareholder voting rights to those persons or entities who make 
purchase offers or investors who increase their holdings above any of the 
Control Share levels, unless they are granted voting rights by a majority 
vote of all disinterested shareholders (shareholders excluding the bidders 
or owners of Control Shares and the corporation's management).  If the share-
holders do not elect to grant voting rights to Control Shares, under certain
circumstances, the Control Shares may become subject to redemption.
 
                      UPDATING INFORMATION 
 
     Additional information with respect to the Company's capital stock and the
Plan will be provided in the future to Plan participants in the Company's 
definitive Proxy Statements or Annual Reports.

    AVAILABLE INFORMATION REGARDING THE COMPANY AND THE PLAN

     Upon written or oral request, the Company will provide to any holder of an
option under the Plan, without charge, copies of the Company's latest Annual 
Report on Form 10-K, its latest Quarterly Report on Form 10-Q, the 
description of the Company's Common Stock contained in the Company's Registra-
tion Statement filed pursuant to Section 12 of the Securities Exchange Act of 
1934, as amended ("Exchange Act"), including any amendment or reports filed 
for the purpose of updating that description, and other documents filed by the
Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act.
The foregoing documents have been incorporated by reference in the 
Registration Statement filed by the Company which, together with this 
document, constitute a prospectus that meets the requirements of Section 
10(a) of the Securities Act of 1933, as amended.  In addition, the Company will
provide such persons, without charge and upon request, copies of
its latest annual report to shareholders.  Requests for such copies should be
directed to Maryam Komejan, Vice President and Corporate Secretary, Donnelly 
Corporation, 414 E. 40th Street, Holland, Michigan 49423-5368;
telephone (616) 768-6022.

                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 statement 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 consolidated financial statements of Donnelly Corporation and 
subsidiaries as of July 3, 1993 and 1992, and for each of the years in the 
three-year period ended July 3, 1993, 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, 
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 underSection 12 of the 
Exchange Act.  In addition, a description of the Company's capital stock is  
included in the Prospectus provided to Plan participants. 

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 seek-
ing 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 corpor-
ation 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 
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 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.

     Reference is made to the Exhibit Index which appears on page S-7.

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 or Form S-8 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)  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 bonafied 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 
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.

                               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
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Holland, State of Michigan, 
on the 19th day of August, 1994.

                              DONNELLY CORPORATION 
 
 
                              By  /s/ Dwane Baumgardner          
                                   __________________________ 
                                   Dwane Baumgardner 
                                   Chief Executive Officer 
 
 
                       EXHIBIT INDEX 
 
     The following exhibits are filed as a part of the Registration Statement:

                                                             Page

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

Item 24.1 Consent of BDO Seidman - included on page S-5 hereof

Item 24.2 Consent of KPMG Peat Marwick included on page S-6 hereof

Item 24.3 Consent of Varnum, Riddering, Schmidt & Howlett-included in 
          Exhibit 5  

Item 25   Power of Attorney - included on page S-4 hereof  

Item 99   Donnelly Corporation Non-Employee Director Stock Option Plan