<PAGE>


    As filed with the Securities and Exchange Commission on February 10, 1999
                                                  Registration No.  333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                             CANNONDALE CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

            Delaware                                    06-0871823
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)     

                               16 Trowbridge Drive
                            Bethel, Connecticut 06801
          (Address of Principal Executive Offices, Including Zip Code)

                             1998 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                 William A. Luca
                             Chief Financial Officer
                             CANNONDALE CORPORATION
                               16 Trowbridge Drive
                            Bethel, Connecticut 06801
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

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

                                    COPY TO:

                              John T. Capetta, Esq.
                            KELLEY DRYE & WARREN LLP
                               Two Stamford Plaza
                              281 Tresser Boulevard
                           Stamford, Connecticut 06901

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

==================================================================================================================== 

   Title of Securities        Amount to be        Proposed Maximum       Proposed Maximum           Amount of
    to be Registered           Registered        Offering Price Per     Aggregate Offering      Registration Fee
                                                      Share(1)               Price(1)
--------------------------------------------------------------------------------------------------------------------
<S>                         <C>                      <C>                   <C>                      <C>

Common Stock,
par value $.01 per share    1,000,000 shares          $7.813(1)            $7,813,000(1)            $2,172.01
====================================================================================================================

</TABLE>


(1)      Estimated solely for the purpose of calculating the registration fee in
         accordance  with  Rule 457(c) and (h) under the Securities Act of 1933,
         as amended.  The  price  per  share  is estimated  based on the average
         of the high and low trading prices for Cannondale  Corporation's Common
         Stock on February 5, 1999, as reported by the Nasdaq National Market.
================================================================================

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents filed with the Securities and Exchange
Commission (the  "Commission") by Cannondale  Corporation (the "Registrant") are
hereby incorporated by reference in this Registration Statement:

                  (a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended June 27, 1998, as filed with the Commission on September 25, 1998;

                  (b) The Registrant's Form 10-Q for the quarter ended September
26, 1998, as filed with the  Commission on November 10, 1998;  Form 10-Q for the
quarter  ended  December 26, 1998,  as filed with the  Commission on February 9,
1999; and

                  (c) The description of the Registrant's common stock, $.01 par
value per share (the "Common Stock"), contained in the Registrant's Registration
Statement on Form 8-A, as filed with the  Commission on September 29, 1994 under
Section 12 of the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
Act").

                  All reports and documents filed by the Registrant  pursuant to
Sections  13(a),  13(c),  14 or 15(d) of the Exchange Act, after the date hereof
and  prior to the  filing of a  post-effective  amendment  to this  Registration
Statement, which indicates that all securities offered hereby have been sold, or
which  deregisters  all such  securities  then remaining  unsold,  shall also be
deemed to be incorporated by reference in this Registration  Statement and to be
a part  hereof  commencing  on the  respective  dates on which such  reports and
documents are filed with the Commission. Any statement incorporated by reference
herein  shall also be deemed to be modified or  superseded  for the  purposes of
this Registration Statement and any amendment or supplement hereto to the extent
that a statement  contained herein or in any other  subsequently  filed document
which also is or is deemed to be  incorporated  by reference  herein modifies or
supersedes such  statement.  Any statement  modified or superseded  shall not be
deemed,  except  as so  modified  or  superseded,  to  constitute  part  of this
Registration Statement or any such amendment or supplement.

ITEM 4.           DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

                                       1
<PAGE>


ITEM 6.           INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         Section  145 of the  General  Corporation  Law of the State of Delaware
(the "DGCL")  provides that a Delaware  corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative  (a  "proceeding")  (other than an action by or in the right of
the  corporation)  by reason  of the fact  that he or she is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually and  reasonably  incurred by him or her in connection  with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she  reasonably  believed to be in or not opposed to the best interests of
the corporation,  and, with respect to any criminal action or proceeding, had no
reasonable  cause  to  believe  his or her  conduct  was  unlawful.  A  Delaware
corporation  may indemnify  any person under such Section in  connection  with a
proceeding  by or in the right of the  corporation  to procure  judgment  in its
favor,  as provided  in the  preceding  sentence,  against  expenses  (including
attorneys'  fees) actually and  reasonably  incurred by him or her in connection
with the defense or  settlement of such action,  except that no  indemnification
shall be made with respect thereto  unless,  and then only to the extent that, a
court of competent  jurisdiction  shall  determine  upon  application  that such
person is fairly and  reasonably  entitled to indemnity for such expenses as the
court shall deem proper. A Delaware corporation must indemnify present or former
directors and officers who are  successful on the merits or otherwise in defense
of any action, suit or proceeding or in defense of any claim, issue or matter in
any  proceeding,  by  reason  of the fact  that he or she is or was a  director,
officer,  employee  or  agent of the  corporation  or is or was  serving  at the
request  of  the  corporation,  against  expenses  (including  attorneys'  fees)
actually  and  reasonably  incurred  by him or her in  connection  therewith.  A
Delaware  corporation  may pay  for the  expenses  (including  attorneys'  fees)
incurred by an officer or director in defending a  proceeding  in advance of the
final disposition upon receipt of an undertaking by or on behalf of such officer
or director to repay such amount if it shall ultimately be determined that he or
she is not  entitled to be  indemnified  by the  corporation.  Article XI of the
Registrant's  Amended  and  Restated  Bylaws  provides  for  indemnification  of
directors  and  officers to the fullest  extent  permitted by Section 145 of the
DGCL.

         Section  102(b)(7) of the DGCL permits a corporation  to provide in its
certificate of incorporation  that a director shall not be personally  liable to
the  corporation  or its  stockholders  for  monetary  damages  for a breach  of
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders,  (ii) for any
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation  of law,  (iii) with  respect to  certain  unlawful  dividend
payments or stock  redemptions or repurchases or (iv) for any  transaction  from
which the director derived an improper  personal  benefit.  Article Ninth of the
Registrant's  Amended and Restated  Certificate of Incorporation  eliminates the
liability of directors to the fullest extent  permitted by Section  102(b)(7) of
the DGCL.

                                       2
<PAGE>


         Section 145 of the DGCL permits a corporation  to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture,  trust or other enterprise against any liability asserted against
such  person and  incurred by such  person in such  capacity,  or arising out of
their  status as such,  whether or not the  corporation  would have the power to
indemnify  directors and officers  against such  liability.  The  Registrant has
obtained officers' and directors' liability insurance of $50 million for members
of its Board of Directors and executive  officers.  In addition,  the Registrant
has entered into  indemnification  agreements with the directors and officers of
the Registrant,  indemnifying  each such person against losses,  liabilities and
expenses  arising out of any claims made against such person by reason of his or
her being a director or officer of the Registrant.  Among other exclusions,  the
Registrant  shall not  indemnify  any person  with  respect to claims  involving
receipt of a personal benefit to which the recipient is not entitled; the return
of profits  from the sale of  securities  as  contemplated  by Section 16 of the
Exchange Act; or knowingly fraudulent, dishonest or willful misconduct.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.           EXHIBITS.


EXHIBIT NO.                       DESCRIPTION
-----------                       -----------

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

   4.2          Certificate    of    Amendment   to   Restated  Certificate   of
                Incorporation,  effective as of November 17, 1997  (incorporated
                by  reference to  Exhibit 4.2 to the  Registrant's  Registration
                Statement on Form S-8, Registration No. 333-40879).

   4.3          Form  of  Amended  and   Restated   Bylaws  of  the   Registrant
                (incorporated  by reference  to Exhibit 3.4 to the  Registrant's
                Registration Statement on Form S-1, Registration No. 33-84566).

   4.4          Rights     Agreement,    dated   December 22, 1997,  between the
                Registrant  and BankBoston, N.A., as Rights Agent  (incorporated
                by  reference  to Exhibit 4.1 to the  Registrant's  Form 8-K, as
                filed with the Commission on December 23, 1997).

   4.5          1994   Stock   Option   Plan,  as amended as of February 5, 1998
                (incorporated  by reference to  Exhibit  4.2 to the Registrant's
                Form 10-K for the fiscal year ended June 27, 1998).

   4.6          1994 Management Stock Option Plan, as amended as  of February 5,
                1998  (incorporated  by   reference   to  Exhibit  4.3  to   the
                Registrant's Form 10-K for the fiscal year ended June 27, 1998).


                                       3
<PAGE>

EXHIBIT NO.                       DESCRIPTION
-----------                       -----------

   4.7          1994 Employee Stock Purchase Plan (incorporated  by reference to
                Exhibit  4.4  to the Registrant's Registration Statement on Form
                S-8, Registration No. 333-40879).

   4.8          1995  Stock  Option  Plan,  as  amended  as  of February 5, 1998
                (incorporated  by  reference  to Exhibit 4.4 to the Registrant's
                Form 10-K for the fiscal year ended June 27, 1998).

   4.9          1996   Stock   Option   Plan,  as amended as of February 5, 1998
                (incorporated  by  reference  to Exhibit 4.5 to the Registrant's
                Form 10-K for the fiscal year ended June 27, 1998).

  *4.10         1998 Stock Option Plan.

    *5          Opinion  of  Kelley  Drye & Warren LLP regarding the legality of
                the Common Stock being registered.

  *23.1         Consent of Ernst & Young LLP.

  *23.2         Consent  of  Kelley Drye & Warren LLP (included in their opinion
                filed as Exhibit 5 hereto).

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

---------------------
*  Filed herewith.


ITEM 9.           UNDERTAKINGS.

(a)      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 this  Registration  Statement  (or the most recent

                                       4
<PAGE>

post-effective  amendment  hereof)  which, individually  or in   the  aggregate,
represent a fundamental change in the information set forth in this Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume  and price  represent  no more than 20  percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement.

                  (iii) To include any material  information with respect to the
plan of distribution not previously disclosed in this Registration  Statement or
any material change to such information in this Registration Statement;

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

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

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

                                       5
<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Bethel, State of Connecticut, on February 10, 1999.

                                        CANNONDALE CORPORATION



                                        By:  /s/ William A. Luca                
                                        Name:  William A. Luca
                                        Title: Vice President, Treasurer
                                               and Chief Financial Officer

                                POWER OF ATTORNEY

         Each person whose individual  signature appears below hereby authorizes
Joseph  S.   Montgomery   and   William   A.   Luca,   and  each  of  them,   as
attorneys-in-fact,  with full power of substitution,  to execute in the name and
on behalf of such person, individually and in each capacity stated below, and to
file any and all amendments to this  Registration  Statement,  including any and
all post-effective amendments.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated:

SIGNATURE                          TITLE                 DATE

/s/ Joseph S. Montgomery     Chairman, President, Chief       February 8, 1999
Joseph S. Montgomery         Executive Officer and Director
                             Principal Executive Officer)

/s/ William A. Luca          Vice President, Treasurer,       February 10, 1999
William A. Luca              Chef Financial Officer and
                             Director (Principal
                             Financial Officer)

/s/ John P. Moriarty         Assistant Treasurer,             February 10, 1999
John P. Moriarty             Assistant Secretary and
                             Chief Accounting Officer
                             (Principal Accounting
                             Officer)


                                       6
<PAGE>


SIGNATURE                     TITLE                                 DATE



/s/ Daniel C. Alloway        Director                         February 10, 1999
Daniel C. Alloway


/s/ James Scott Montgomery   Director                         February 10, 1999
James Scott Montgomery


/s/ John Sanders             Director                         February 10, 1999
John Sanders


/s/ Michael J. Stimola       Director                         February 10, 1999
Michael J. Stimola


/s/ Greg Griffin             Director                         February 9, 1999
Greg Griffin


/s/ Sally Palmer             Director                         February 10, 1999
Sally Palmer


                                       7
<PAGE>


                                  EXHIBIT INDEX


       EXHIBIT NO.                   DESCRIPTION
       -----------                   -----------
           4.1             Amended  and  Restated  Certificate of  Incorporation
                           (incorporated  by  reference  to  Exhibit  3.2 to the
                           Registrant's  Registration  Statement  on  Form  S-1,
                           Registration No. 33-84566).
  
           4.2             Certificate of Amendment to Restated  Certificate  of
                           Incorporation,  effective  as of  November  17,  1997
                           (incorporated  by  reference  to  Exhibit  4.2 to the
                           Registrant's  Registration  Statement  on  Form  S-8,
                           Registration No. 333-40879).

           4.3             Form of Amended and Restated Bylaws of the Registrant
                           (incorporated  by  reference  to  Exhibit  3.4 to the
                           Registrant's  Registration  Statement  on  Form  S-1,
                           Registration No.
                           33-84566).

           4.4             Rights  Agreement,  dated December 22, 1997,  between
                           the Registrant and BankBoston,  N.A., as Rights Agent
                           (incorporated  by  reference  to  Exhibit  4.1 to the
                           Registrant's  Form 8-K, as filed with the  Commission
                           on December 23, 1997).

           4.5             1994 Stock Option Plan,  as amended as of February 5,
                           1998 (incorporated by reference to Exhibit 4.2 to the
                           Registrant's Form 10-K for the fiscal year ended June
                           27, 1998).

           4.6             1994   Management   Stock  Option Plan, as amended as
                           of February 5, 1998  (incorporated  by  reference  to
                           Exhibit  4.3  to the  Registrant's  Form 10-K for the
                           fiscal year ended June 27, 1998).

           4.7             1994  Employee  Stock  Purchase  Plan   (incorporated
                           by   reference  to  Exhibit  4.4 to the  Registrant's
                           Registration   Statement  on  Form  S-8, Registration
                           No. 333-40879).

           4.8             1995 Stock Option Plan,  as amended as of February 5,
                           1998 (incorporated by reference to Exhibit 4.4 to the
                           Registrant's Form 10-K for the fiscal year ended June
                           27, 1998).

           4.9             1996 Stock Option Plan,  as amended as of February 5,
                           1998 (incorporated by reference to Exhibit 4.5 to the
                           Registrant's Form 10-K for the fiscal year ended June
                           27, 1998).

          *4.10            1998 Stock Option Plan.

          *5               Opinion  of  Kelley Drye & Warren LLP  regarding  the
                           legality  of the Common  Stock being registered.

          *23.1            Consent of Ernst & Young LLP.


<PAGE>


       EXHIBIT NO.                     DESCRIPTION
       -----------                     -----------     

          *23.2            Consent  of Kelley  Drye & Warren  LLP  (included  in
                           their  opinion  filed as  Exhibit 5 hereto).

          *24              Power of  Attorney  (incorporated by reference to the
                           signature page of this  Registration Statement).
---------------------
*  Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 25944}]
{"company-data": {"conformed-name": "CANNONDALE CORP /", "cik": "0000930795", "assigned-sic": "3751", "irs-number": "060871823", "state-of-incorporation": "DE", "fiscal-year-end": "0628"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72121", "film-number": "99528868"}, "business-address": {"street1": "16 TROWBRIDGE DR", "city": "BETHEL", "state": "CT", "zip": "06829", "phone": "2037497000"}, "mail-address": {"street1": "16 TROWBRIDGE DRIVE", "city": "BETHEL", "state": "CT", "zip": "06801"}, "former-company": {"former-conformed-name": "CANNONDALE CORP /DE/", "date-changed": "19940930"}}
As filed with the Securities and Exchange Commission on February 10, 1999
                                                  Registration No.  333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                             CANNONDALE CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

            Delaware                                    06-0871823
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)     

                               16 Trowbridge Drive
                            Bethel, Connecticut 06801
          (Address of Principal Executive Offices, Including Zip Code)

                             1998 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                 William A. Luca
                             Chief Financial Officer
                             CANNONDALE CORPORATION
                               16 Trowbridge Drive
                            Bethel, Connecticut 06801
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

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

                                    COPY TO:

                              John T. Capetta, Esq.
                            KELLEY DRYE & WARREN LLP
                               Two Stamford Plaza
                              281 Tresser Boulevard
                           Stamford, Connecticut 06901

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

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================== 

   Title of Securities        Amount to be        Proposed Maximum       Proposed Maximum           Amount of
    to be Registered           Registered        Offering Price Per     Aggregate Offering      Registration Fee
                                                      Share(1)               Price(1)
--------------------------------------------------------------------------------------------------------------------
Common Stock,
par value $.01 per share    1,000,000 shares          $7.813(1)            $7,813,000(1)            $2,172.01
====================================================================================================================
(1)      Estimated solely for the purpose of calculating the registration fee in
         accordance  with  Rule 457(c) and (h) under the Securities Act of 1933,
         as amended.  The  price  per  share  is estimated  based on the average
         of the high and low trading prices for Cannondale  Corporation's Common
         Stock on February 5, 1999, as reported by the Nasdaq National Market.
================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents filed with the Securities and Exchange
Commission (the  "Commission") by Cannondale  Corporation (the "Registrant") are
hereby incorporated by reference in this Registration Statement:

                  (a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended June 27, 1998, as filed with the Commission on September 25, 1998;

                  (b) The Registrant's Form 10-Q for the quarter ended September
26, 1998, as filed with the  Commission on November 10, 1998;  Form 10-Q for the
quarter  ended  December 26, 1998,  as filed with the  Commission on February 9,
1999; and

                  (c) The description of the Registrant's common stock, $.01 par
value per share (the "Common Stock"), contained in the Registrant's Registration
Statement on Form 8-A, as filed with the  Commission on September 29, 1994 under
Section 12 of the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
Act").

                  All reports and documents filed by the Registrant  pursuant to
Sections  13(a),  13(c),  14 or 15(d) of the Exchange Act, after the date hereof
and  prior to the  filing of a  post-effective  amendment  to this  Registration
Statement, which indicates that all securities offered hereby have been sold, or
which  deregisters  all such  securities  then remaining  unsold,  shall also be
deemed to be incorporated by reference in this Registration  Statement and to be
a part  hereof  commencing  on the  respective  dates on which such  reports and
documents are filed with the Commission. Any statement incorporated by reference
herein  shall also be deemed to be modified or  superseded  for the  purposes of
this Registration Statement and any amendment or supplement hereto to the extent
that a statement  contained herein or in any other  subsequently  filed document
which also is or is deemed to be  incorporated  by reference  herein modifies or
supersedes such  statement.  Any statement  modified or superseded  shall not be
deemed,  except  as so  modified  or  superseded,  to  constitute  part  of this
Registration Statement or any such amendment or supplement.

ITEM 4.           DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

                                       1
ITEM 6.           INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         Section  145 of the  General  Corporation  Law of the State of Delaware
(the "DGCL")  provides that a Delaware  corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative  (a  "proceeding")  (other than an action by or in the right of
the  corporation)  by reason  of the fact  that he or she is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually and  reasonably  incurred by him or her in connection  with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she  reasonably  believed to be in or not opposed to the best interests of
the corporation,  and, with respect to any criminal action or proceeding, had no
reasonable  cause  to  believe  his or her  conduct  was  unlawful.  A  Delaware
corporation  may indemnify  any person under such Section in  connection  with a
proceeding  by or in the right of the  corporation  to procure  judgment  in its
favor,  as provided  in the  preceding  sentence,  against  expenses  (including
attorneys'  fees) actually and  reasonably  incurred by him or her in connection
with the defense or  settlement of such action,  except that no  indemnification
shall be made with respect thereto  unless,  and then only to the extent that, a
court of competent  jurisdiction  shall  determine  upon  application  that such
person is fairly and  reasonably  entitled to indemnity for such expenses as the
court shall deem proper. A Delaware corporation must indemnify present or former
directors and officers who are  successful on the merits or otherwise in defense
of any action, suit or proceeding or in defense of any claim, issue or matter in
any  proceeding,  by  reason  of the fact  that he or she is or was a  director,
officer,  employee  or  agent of the  corporation  or is or was  serving  at the
request  of  the  corporation,  against  expenses  (including  attorneys'  fees)
actually  and  reasonably  incurred  by him or her in  connection  therewith.  A
Delaware  corporation  may pay  for the  expenses  (including  attorneys'  fees)
incurred by an officer or director in defending a  proceeding  in advance of the
final disposition upon receipt of an undertaking by or on behalf of such officer
or director to repay such amount if it shall ultimately be determined that he or
she is not  entitled to be  indemnified  by the  corporation.  Article XI of the
Registrant's  Amended  and  Restated  Bylaws  provides  for  indemnification  of
directors  and  officers to the fullest  extent  permitted by Section 145 of the
DGCL.

         Section  102(b)(7) of the DGCL permits a corporation  to provide in its
certificate of incorporation  that a director shall not be personally  liable to
the  corporation  or its  stockholders  for  monetary  damages  for a breach  of
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders,  (ii) for any
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation  of law,  (iii) with  respect to  certain  unlawful  dividend
payments or stock  redemptions or repurchases or (iv) for any  transaction  from
which the director derived an improper  personal  benefit.  Article Ninth of the
Registrant's  Amended and Restated  Certificate of Incorporation  eliminates the
liability of directors to the fullest extent  permitted by Section  102(b)(7) of
the DGCL.

                                       2
Section 145 of the DGCL permits a corporation  to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture,  trust or other enterprise against any liability asserted against
such  person and  incurred by such  person in such  capacity,  or arising out of
their  status as such,  whether or not the  corporation  would have the power to
indemnify  directors and officers  against such  liability.  The  Registrant has
obtained officers' and directors' liability insurance of $50 million for members
of its Board of Directors and executive  officers.  In addition,  the Registrant
has entered into  indemnification  agreements with the directors and officers of
the Registrant,  indemnifying  each such person against losses,  liabilities and
expenses  arising out of any claims made against such person by reason of his or
her being a director or officer of the Registrant.  Among other exclusions,  the
Registrant  shall not  indemnify  any person  with  respect to claims  involving
receipt of a personal benefit to which the recipient is not entitled; the return
of profits  from the sale of  securities  as  contemplated  by Section 16 of the
Exchange Act; or knowingly fraudulent, dishonest or willful misconduct.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.           EXHIBITS.

EXHIBIT NO.                       DESCRIPTION
-----------                       -----------

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

   4.2          Certificate    of    Amendment   to   Restated  Certificate   of
                Incorporation,  effective as of November 17, 1997  (incorporated
                by  reference to  Exhibit 4.2 to the  Registrant's  Registration
                Statement on Form S-8, Registration No. 333-40879).

   4.3          Form  of  Amended  and   Restated   Bylaws  of  the   Registrant
                (incorporated  by reference  to Exhibit 3.4 to the  Registrant's
                Registration Statement on Form S-1, Registration No. 33-84566).

   4.4          Rights     Agreement,    dated   December 22, 1997,  between the
                Registrant  and BankBoston, N.A., as Rights Agent  (incorporated
                by  reference  to Exhibit 4.1 to the  Registrant's  Form 8-K, as
                filed with the Commission on December 23, 1997).

   4.5          1994   Stock   Option   Plan,  as amended as of February 5, 1998
                (incorporated  by reference to  Exhibit  4.2 to the Registrant's
                Form 10-K for the fiscal year ended June 27, 1998).

   4.6          1994 Management Stock Option Plan, as amended as  of February 5,
                1998  (incorporated  by   reference   to  Exhibit  4.3  to   the
                Registrant's Form 10-K for the fiscal year ended June 27, 1998).

                                       3
EXHIBIT NO.                       DESCRIPTION
-----------                       -----------

   4.7          1994 Employee Stock Purchase Plan (incorporated  by reference to
                Exhibit  4.4  to the Registrant's Registration Statement on Form
                S-8, Registration No. 333-40879).

   4.8          1995  Stock  Option  Plan,  as  amended  as  of February 5, 1998
                (incorporated  by  reference  to Exhibit 4.4 to the Registrant's
                Form 10-K for the fiscal year ended June 27, 1998).

   4.9          1996   Stock   Option   Plan,  as amended as of February 5, 1998
                (incorporated  by  reference  to Exhibit 4.5 to the Registrant's
                Form 10-K for the fiscal year ended June 27, 1998).

  *4.10         1998 Stock Option Plan.

    *5          Opinion  of  Kelley  Drye & Warren LLP regarding the legality of
                the Common Stock being registered.

  *23.1         Consent of Ernst & Young LLP.

  *23.2         Consent  of  Kelley Drye & Warren LLP (included in their opinion
                filed as Exhibit 5 hereto).

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

---------------------
*  Filed herewith.

ITEM 9.           UNDERTAKINGS.

(a)      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 this  Registration  Statement  (or the most recent

                                       4
post-effective  amendment  hereof)  which, individually  or in   the  aggregate,
represent a fundamental change in the information set forth in this Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume  and price  represent  no more than 20  percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement.

                  (iii) To include any material  information with respect to the
plan of distribution not previously disclosed in this Registration  Statement or
any material change to such information in this Registration Statement;

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

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

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

                                       5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Bethel, State of Connecticut, on February 10, 1999.

                                        CANNONDALE CORPORATION

                                        By:  /s/ William A. Luca                
                                        Name:  William A. Luca
                                        Title: Vice President, Treasurer
                                               and Chief Financial Officer

                                POWER OF ATTORNEY

         Each person whose individual  signature appears below hereby authorizes
Joseph  S.   Montgomery   and   William   A.   Luca,   and  each  of  them,   as
attorneys-in-fact,  with full power of substitution,  to execute in the name and
on behalf of such person, individually and in each capacity stated below, and to
file any and all amendments to this  Registration  Statement,  including any and
all post-effective amendments.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated:

SIGNATURE                          TITLE                 DATE

/s/ Joseph S. Montgomery     Chairman, President, Chief       February 8, 1999
Joseph S. Montgomery         Executive Officer and Director
                             Principal Executive Officer)

/s/ William A. Luca          Vice President, Treasurer,       February 10, 1999
William A. Luca              Chef Financial Officer and
                             Director (Principal
                             Financial Officer)

/s/ John P. Moriarty         Assistant Treasurer,             February 10, 1999
John P. Moriarty             Assistant Secretary and
                             Chief Accounting Officer
                             (Principal Accounting
                             Officer)

                                       6
SIGNATURE                     TITLE                                 DATE

/s/ Daniel C. Alloway        Director                         February 10, 1999
Daniel C. Alloway

/s/ James Scott Montgomery   Director                         February 10, 1999
James Scott Montgomery

/s/ John Sanders             Director                         February 10, 1999
John Sanders

/s/ Michael J. Stimola       Director                         February 10, 1999
Michael J. Stimola

/s/ Greg Griffin             Director                         February 9, 1999
Greg Griffin

/s/ Sally Palmer             Director                         February 10, 1999
Sally Palmer

                                       7
EXHIBIT INDEX

       EXHIBIT NO.                   DESCRIPTION
       -----------                   -----------
           4.1             Amended  and  Restated  Certificate of  Incorporation
                           (incorporated  by  reference  to  Exhibit  3.2 to the
                           Registrant's  Registration  Statement  on  Form  S-1,
                           Registration No. 33-84566).
  
           4.2             Certificate of Amendment to Restated  Certificate  of
                           Incorporation,  effective  as of  November  17,  1997
                           (incorporated  by  reference  to  Exhibit  4.2 to the
                           Registrant's  Registration  Statement  on  Form  S-8,
                           Registration No. 333-40879).

           4.3             Form of Amended and Restated Bylaws of the Registrant
                           (incorporated  by  reference  to  Exhibit  3.4 to the
                           Registrant's  Registration  Statement  on  Form  S-1,
                           Registration No.
                           33-84566).

           4.4             Rights  Agreement,  dated December 22, 1997,  between
                           the Registrant and BankBoston,  N.A., as Rights Agent
                           (incorporated  by  reference  to  Exhibit  4.1 to the
                           Registrant's  Form 8-K, as filed with the  Commission
                           on December 23, 1997).

           4.5             1994 Stock Option Plan,  as amended as of February 5,
                           1998 (incorporated by reference to Exhibit 4.2 to the
                           Registrant's Form 10-K for the fiscal year ended June
                           27, 1998).

           4.6             1994   Management   Stock  Option Plan, as amended as
                           of February 5, 1998  (incorporated  by  reference  to
                           Exhibit  4.3  to the  Registrant's  Form 10-K for the
                           fiscal year ended June 27, 1998).

           4.7             1994  Employee  Stock  Purchase  Plan   (incorporated
                           by   reference  to  Exhibit  4.4 to the  Registrant's
                           Registration   Statement  on  Form  S-8, Registration
                           No. 333-40879).

           4.8             1995 Stock Option Plan,  as amended as of February 5,
                           1998 (incorporated by reference to Exhibit 4.4 to the
                           Registrant's Form 10-K for the fiscal year ended June
                           27, 1998).

           4.9             1996 Stock Option Plan,  as amended as of February 5,
                           1998 (incorporated by reference to Exhibit 4.5 to the
                           Registrant's Form 10-K for the fiscal year ended June
                           27, 1998).

          *4.10            1998 Stock Option Plan.

          *5               Opinion  of  Kelley Drye & Warren LLP  regarding  the
                           legality  of the Common  Stock being registered.

          *23.1            Consent of Ernst & Young LLP.
EXHIBIT NO.                     DESCRIPTION
       -----------                     -----------     

          *23.2            Consent  of Kelley  Drye & Warren  LLP  (included  in
                           their  opinion  filed as  Exhibit 5 hereto).

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