UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FORM 10-K/A

ANNUAL REPORT PURSUANT TO SECTION 13 OF

(Mark One)

[X]  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2000

OR

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from             to             

Commission File Number: 1-11592

HAYES LEMMERZ INTERNATIONAL, INC.

Delaware

15300 Centennial Drive, Northville, Michigan

Registrant’s telephone number, including area code: (734) 737-5000

Securities Registered Pursuant to Section 12(b) of the Act:

Common Stock, par value $.01 per share

Securities Registered Pursuant to Section 12(g) of the Act:

11% Senior Subordinated Notes Due 2006

9 1/8% Series B Senior Subordinated Notes Due 2007

8 1/4% Series B Senior Subordinated Notes Due 2008

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes [X]     No [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [X]

The aggregate market value of voting stock held by non-affiliates of the registrant as of April 14, 2000 (based on the closing price of the registrant’s Common Stock reported on The New York Stock Exchange on such date) was approximately $140 million.

The number of shares of Common Stock outstanding as of April 17, 2000 was 30,354,545 shares.

      The undersigned Registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K for the fiscal year ended January 31, 2000, as follows:

      Item 14 of the report is amended by adding the following exhibits to Section (a) 3 of Item 14:

	1.	Exhibit 28: Annual Report on Form 11-K with respect to the Registrant’s Retirement Savings Plan for the year ended December 31, 1999.

      As so amended, Item 14 reads as follows in its entirety:

PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.

      The following documents are filed as part of this report:

(a)  1.  Financial Statements

           The following financial statements of the registrant are filed herewith as part of this report:

           (1)  Independent Auditors’ Report

           (2)  Consolidated Statements of Operations for the years ended January 31, 2000, 1999 and 1998

           (3)  Consolidated Balance Sheets at January 31, 2000 and 1999

	(4)	Consolidated Statements of Changes in Stockholders’ Equity (Deficit) and Comprehensive Income (Loss) for the years ended January  31, 2000, 1999 and 1998

           (5)  Consolidated Statements of Cash Flows for the years ended January 31, 2000, 1999 and 1998

           (6)  Notes to Consolidated Financial Statements

      2.  Financial Statement Schedules for fiscal 1999, 1998 and 1997

      Schedule II Valuation and Qualifying Accounts. All other schedules are omitted because the information required to be contained therein is disclosed elsewhere in the financial statements or the amounts involved are not sufficient to require submission or the schedule is otherwise not required to be submitted.

      3.  Exhibits

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(A)	Incorporated by reference from the Company’s Registration Statement No. 33-53780 on Form S-l, filed with the SEC on October 27, 1992, as amended.
(B)	Incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal Year Ended January 31, 1993, filed with the SEC.
(C)	Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 1993, filed with the SEC.
(D)	Incorporated by reference from the Company’s Current Report on Form 8-K, dated March 28, 1996, filed with the SEC.
(E)	Incorporated by reference from the Company’s Current Report on Form 8-K, dated July 2, 1996, filed with the SEC.
(F)	Incorporated by reference from the Company’s Annual Report on Form 10-K for the Fiscal Year Ended January 31, 1997, filed with the SEC.
(G)	Incorporated by reference from the Company’s Current Report on Form 8-K, dated June 6, 1997, filed with the SEC.
(H)	Incorporated by reference from the Company’s Current Report on Form 8-K, dated June 30, 1997, filed with the SEC.
(I)	Incorporated by reference from the Company’s Registration Statement No. 333-34319 on Form S-4, filed with the SEC on August 24, 1997, as amended.
(J)	Incorporated by reference from the Company’s Registration Statement on Form  8-A, filed with the SEC on November 14, 1997.
(K)	Incorporated by reference from the Company’s Annual Report on Form 10-K for the Fiscal Year Ended January 31, 1998, filed with the SEC.
(L)	Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 1998, filed with the SEC.
(M)	Incorporated by reference from the Company’s Current Report on Form 8-K, dated February 3, 1999, filed with the SEC.
(N)	Incorporated by reference from the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2000, filed with the SEC.
(O)	Filed herewith.
*	Denotes a compensatory plan, contract or arrangement.

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      The Company will furnish to any stockholder a copy of the above exhibits upon the written request of such stockholder and the payment to the Company of the reasonable expenses incurred by the Company in furnishing such copy.

(b)  Reports on Form 8-K

      During the fiscal quarter ended January 31, 2000, the Company filed a Current Report on Form 8-K with the SEC dated January 9, 2000.

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SIGNATURES

      Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized, on the 28th day of June, 2000.

	HAYES LEMMERZ INTERNATIONAL, INC.

	By:	/s/ WILLIAM D. SHOVERS

	William D. Shovers
	Vice President—Finance

      Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated:

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EXHIBIT INDEX

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