EXHIBIT 28

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

ANNUAL REPORT

PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Mark One):

  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]. For the fiscal year ended December 31, 2000.

OR

  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the transition period from             to             .

Commission File Number 1-11592

      A.  Full title of the plan and address of the plan, if different from that of the issuer named below:

HAYES LEMMERZ INTERNATIONAL, INC.

RETIREMENT SAVINGS PLAN

      B.  Name of issuer of securities held pursuant to the plan and the address of its principal executive office:

Hayes Lemmerz International, Inc.

15300 Centennial Drive

Northville, Michigan 48167

      The following financial statements and exhibits are filed as part of this report:

      (a)  Financial statements

      (1)  Independent Auditors’ Report

(2)	Statements of Assets Available for Plan Benefits as of December 31, 2000 and 1999
(3)	Statements of Changes in Assets Available for Plan Benefits for the year ended December 31, 2000 and 1999

      (4)  Notes to Financial Statements

      (b)  Exhibit 23 — Consent of Independent Auditors

SIGNATURES

      The Plan.  Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been duly signed on behalf of the Plan by the undersigned, thereunto duly authorized.

HAYES LEMMERZ INTERNATIONAL, INC.

RETIREMENT SAVINGS PLAN

By:  /s/ KURT M. SUCKOW

       Kurt M. Suckow

       Plan Administrator

Date: June 29, 2001

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HAYES LEMMERZ INTERNATIONAL, INC.

RETIREMENT SAVINGS PLAN

Financial Statements and Schedule

Years Ended December 31, 2000 and 1999

(With Independent Auditors’ Report Thereon)

HAYES LEMMERZ INTERNATIONAL, INC.

RETIREMENT SAVINGS PLAN

Table of Contents

	Page
Independent Auditors’ Report		1
Statements of Assets Available for Plan Benefits as of December 31, 1999 and 1998		2
Statements of Changes in Assets Available for Plan Benefits for the years ended December 31, 1999 and 1998		3
Notes to Financial Statements		4
Schedule I Schedule of Assets Held for Investment Purposes as of December 31, 1999		11

All other schedules required to be filed in accordance with the Employee Retirement Income Security Act of 1974 are not applicable and, accordingly, have been omitted.

Independent Auditors’ Report

To the Retirement Committee of the

  Hayes Lemmerz International, Inc.

  Retirement Savings Plan:

We have audited the accompanying statements of assets available for plan benefits of Hayes Lemmerz International, Inc. Retirement Savings Plan as of December 31, 1999 and 1998, and the related statements of changes in assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for plan benefits as of December 31, 1999 and 1998, and the changes in assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule, as listed in the accompanying table of contents, is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

Detroit, Michigan

June 23, 2000

HAYES LEMMERZ INTERNATIONAL, INC.

RETIREMENT SAVINGS PLAN

Statements of Assets Available for Plan Benefits

December 31, 1999 and 1998

			1999		1998
Assets:
	Cash		$	2,459		229
Investments, at fair value:
	American Century International Growth Fund			16,341,733		7,036,167
	American Century Long-Term Bond Fund			2,645,481		3,015,202
	American Century Ultra Investors Fund			50,740,062		27,243,324
	American Century Strategic Allocation Fund: Conservative			1,929,812		534,011
	American Century Strategic Allocation Fund: Moderate			16,359,713		6,748,467
	American Century Strategic Allocation Fund: Aggressive			2,665,208		898,722
	American Century Equity Income Fund			5,398,700		2,175,112
	American Century Value Fund			2,920,927		2,359,862
	Vanguard Index Trust — 500 Portfolio			69,999,913		24,062,446
	American Century Stable Asset Fund			47,609,640		23,359,414
	Hayes Lemmerz International, Inc. common stock			10,114,918		5,644,069
	Participant loans			11,377,990		4,277,654
		Total investments		238,104,097		107,354,450
Contributions receivable:
	Employer			1,916,473		201,881
	Employee			976,356		189,622
		Assets available for plan benefits	$	240,999,385		107,746,182

See accompanying notes to financial statements.

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HAYES LEMMERZ INTERNATIONAL, INC.

RETIREMENT SAVINGS PLAN

Statements of Changes in Assets Available for Plan Benefits

Years ended December 31, 1999 and 1998

				1999		1998
Additions:
	Investment income:
		Interest and dividends		$	6,808,437		5,910,239
		Net realized and unrealized appreciation in fair value of investments			24,777,619		10,666,899
			Total investment income		31,586,056		16,577,138
	Contributions:
		Employer			14,277,120		6,706,668
		Employee			11,207,261		6,991,351
		Rollover			572,556		240,730
			Total contributions		26,056,937		13,938,749
	Transfers from other plan (note 1)				92,773,508		—
			Total additions		150,416,501		30,515,887
Deductions:
	Benefit payments				17,046,539		7,621,309
	Other				116,759		47,365
			Total deductions		17,163,298		7,668,674
			Net increase		133,253,203		22,847,213
Assets available for plan benefits:
	Beginning of year				107,746,182		84,898,969
	End of year			$	240,999,385		107,746,182

See accompanying notes to financial statements.

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HAYES LEMMERZ INTERNATIONAL, INC.

RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 1999 and 1998

(1)  Description of the Plan

      The Hayes Lemmerz International, Inc. Retirement Savings Plan (the Plan) was established effective January 1, 1993. The Plan is a contributory, defined contribution plan designed to provide eligible hourly and salaried employees of a participating plant, division, or subsidiary of Hayes Lemmerz International, Inc. (the Company) with a vehicle to systematically save funds for retirement. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

      Effective December 31, 1998, Hayes Lemmerz International, Inc. Savings Plan for Represented Employees, Hayes Lemmerz International, Inc. Employee Savings Plan, and Motor Wheel Corporation Employee Retirement Savings Plan (merged plans) were merged into the Plan. All assets were transferred to the Plan as of the merger date.

      Effective June 1, 1999, participants in the CMI International, Inc. Profit Sharing Plan (CMI Plan) were allowed to participate in the Plan. Participants who became members of the Plan and completed an hour of service as of this date were fully vested in their accounts. As of September 1, 1999, all of the assets of the CMI Plan were merged into the Plan.

      The following is a brief description of the Plan. Participants should refer to the plan agreement for more complete information.

     (a) Salaried Employees (LaMirada, California; Howell, Michigan; Huntington, Indiana; Gainesville, Georgia; Sedalia, Missouri; Dallas, Texas; and Romulus, Michigan; Employees Previously Participating in the Motor Wheel Corporation Retirement Savings Plan; and CMI Locations)

          Eligibility

      Salaried employees not covered under a Company-sponsored pension plan are eligible to participate in the Plan. Salaried employees at the Ferndale, Laredo, and Bristol locations (CMI facilities) are eligible to participate on the first day of the month following 90 days of full-time employment. All other employees are eligible on the first day of the month following 30 days of full-time employment.

           Participant Contributions

      A participant may elect to make a basic deferred contribution of between 2% and 15% of the participant’s compensation, subject to certain limitations as specified by the Internal Revenue Service (IRS). The participant may elect the percentage of the participant’s contribution to be allocated to each investment fund.

          Employer Contributions

      Employer contributions consist of matching contributions, retirement contributions, unused vacation contributions, and retiree medical contributions (effective January 1, 1999). The matching contribution is $1.00 for each dollar of the participant’s deferred contribution made, limited to an amount equal to 2% of the participant’s compensation. The retirement contribution equals 5% of compensation until the participant’s year-to-date compensation reaches the Social Security taxable wage base. After reaching the taxable wage base, the contribution equals 8% of compensation. For participants who do not use an eligible fifth week of vacation, one week’s pay is contributed to the Plan. The retiree medical contribution represents an additional employer matching contribution of up to 1% of the participant’s compensation in 1999 and up to 2% for years following 1999. The

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HAYES LEMMERZ INTERNATIONAL, INC.

RETIREMENT SAVINGS PLAN

Notes to Financial Statements — (Continued)

December 31, 1999 and 1998

participants may elect the percentage of the employer contributions to be allocated to each investment fund.

                Vesting

      Salaried participants are fully vested in their basic contributions at all times. Additionally, salaried participants became fully vested in all employer contributions as of January 1, 1999 and will continue to be fully vested in the employer matching contribution and retiree medical contribution thereafter. Vesting of the employer unused vacation contribution and retirement contribution subsequent to January 1, 1999 is based on years of eligible service as follows:

Years of	Percentage
Eligible Service	Vested
Less than 1		0	%
1 but less than 2		25
2 but less than 3		50
3 but less than 4		75
4 or more		100

     (b)  Represented Employees at Howell and Romulus, Michigan

Eligibility

      Hourly employees represented by a bargaining unit of the Howell plant are eligible to participate in the Plan after three full calendar months of service. Hourly and salaried employees represented by a bargaining unit of the former Romulus plant are eligible to participate in the Plan after three full calendar months of service.

           Participant Contributions

      Participants of both plants may elect to make a tax-deferred contribution of 1% to 15% of their compensation up to an annual maximum specified by the IRS. The participant may also elect the percentage of his contribution to be allocated to each fund in multiples of 25%.

          Employer Contribution

      Only employee contributions are allowed under the plan agreement for Romulus. Howell participant contributions are matched $0.10 per dollar of the first 2% of compensation contributed.

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HAYES LEMMERZ INTERNATIONAL, INC.

RETIREMENT SAVINGS PLAN

Notes to Financial Statements — (Continued)

December 31, 1999 and 1998

          Vesting

      Participants are fully vested in their participant contributions. Vesting of employer contributions is based on years of eligible service as follows:

Years of	Percentage
Eligible Service	vested
Less than 3		0	%
3 but less than 4		30
4 but less than 5		40
5 but less than 6		60
6 but less than 7		80
7 or more		100

     (c) Nonsalaried Employees

Huntington, Indiana

Eligibility

      Effective May 1, 1996, the hourly employees of the Huntington plant were eligible to participate in the Plan. An employee is eligible on the first day of the month following 30 days of full-time employment.

          Participant Contributions

      A participant may elect to make a basic deferred contribution of between 2% and 15% of the participant’s compensation, subject to certain IRS limitations. The participant may also elect the percentage of his contribution to be allocated to each investment fund.

          Employer Contributions

      Employer contributions consist of two basic contributions, a matching contribution, and a retirement contribution. Participants are eligible to receive basic contributions the first day of the month following 12 full months of employment. The first basic contribution is 2.5% of the participant’s base compensation. The second basic contribution is $0.15 for each hour worked for employees with less than 10 years of service and $0.20 for each hour worked for employees with 10 or more years of service. The matching contribution is $1.00 for each dollar of the participant’s deferred contribution made, limited to an amount equal to 2% of the participant’s compensation. The retirement contribution (effective January 1, 1999) equals 5% of the participant’s compensation until the participant’s year-to-date compensation reaches the Social Security taxable wage base. After reaching the taxable wage base, the contribution equals 8% of the participant’s compensation.

          LaMirada, California

          Eligibility

      LaMirada employees who are not covered under a Company-sponsored pension plan are eligible to participate in the Plan. Additionally, LaMirada employees who were participants in the Hourly Employees’ Retirement Savings Plan of Western Wheel Corporation, a subsidiary of Hayes

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HAYES LEMMERZ INTERNATIONAL, INC.

RETIREMENT SAVINGS PLAN

Notes to Financial Statements — (Continued)

December 31, 1999 and 1998

Lemmerz International, Inc., on or after October 1, 1986 are eligible to participate in the Plan. An employee is eligible on the first day of the month following 30 days of full-time employment.

          Participant Contributions

      Participants may elect to make a basic deferred contribution of between 2% and 15% of the participant’s compensation, subject to IRS limitations. The participant may also elect the percentage of his contribution to be allocated to each investment fund.

          Employer Contributions

      Employer contributions consist of basic contributions and matching contributions. Participants are eligible to receive basic contributions on the first day of the month following 12 full months of employment. The basic contribution is $0.25 for each hour a participant works. The matching contribution is $1.00 for each dollar of the participant’s deferred contribution made, limited to an amount equal to 2% of the participant’s compensation.

          Gainesville, Georgia

          Eligibility

      Nonbargaining employees of the Gainesville plant are eligible to participate in the Plan. An employee is eligible on the first day of the month following 30 days of full-time employment.

          Participant Contributions

      A participant may elect to make a basic deferred contribution of between 2% and 15% of the participant’s compensation, subject to certain IRS limitations. The participant may also elect the percentage of his contribution to be allocated to each investment fund.

          Employer Contributions

      Employer contributions consist of a basic contribution, a matching contribution, and a retirement contribution. Participants are eligible to receive basic contributions on the first day of the month following 12 full months of employment. The basic contribution is 2.5% of the participant’s base compensation. The matching contribution is $1.00 for each dollar of the participant’s deferred contribution made, limited to an amount equal to 2% of the participant’s compensation. The retirement contribution (effective January 1, 1999) equals 5% of the participant’s compensation until the participant’s year-to-date compensation reaches the Social Security taxable wage base. After reaching the taxable wage base, the contribution equals 8% of the participant’s compensation.

     (d) All Locations

          (i)  Plan Benefits

      Upon retirement, disability, or death, the entire balance of the participant’s account becomes payable to the participant or the participant’s beneficiary. Upon any other termination of employment, the participant receives the vested portion of his account. Withdrawals are also permitted for financial hardship or upon attainment of age 59 1/2 under certain provisions of the Plan. All benefits are payable in lump sum.

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HAYES LEMMERZ INTERNATIONAL, INC.

RETIREMENT SAVINGS PLAN

Notes to Financial Statements — (Continued)

December 31, 1999 and 1998

          (ii)  Loans

      Participants may borrow up to the lesser of $50,000 or 50% of the vested portion of their account at a market rate. When a loan is made, the participant’s investment fund(s) assets are decreased on a pro rata basis and the loan receivable is reflected in the Loan Fund. Loan repayments are redeposited into the participant’s accounts based on current election directives.

          (iii)  Forfeitures

      Nonvested employer contributions of terminated employees become forfeitures after a one-year break in service — unless the nonvested balance is greater than $3,500, in which case they would become a forfeiture after a five-year break in service — and are used to reduce future employer contributions.

          (iv)  Participants’ Accounts

      Each participant’s account is credited with the participant’s contribution, the employer’s contribution, and an allocation of plan earnings. Allocations are computed at the end of each calendar quarter, based on the participant’s account balance.

          (v)  Administrative Expenses

      The Company pays certain administrative expenses associated with the Plan.

(2)  Summary of Significant Accounting Policies

     (a) Basis of Presentation

      The accompanying financial statements are presented on the accrual basis of accounting such that all income, benefits, and expenses are recognized in the period to which they relate.

     (b) Valuation of Investments

      Investments in all common trust funds and mutual funds are stated at their aggregate fair value, based upon quoted market prices of the underlying investments within the funds. Unrealized and realized gains or losses are reflected currently in the statement of changes in assets available for plan benefits. Purchases and sales of fund units or securities are recorded on a trade-date basis.

     (c) Use of Estimates

      The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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HAYES LEMMERZ INTERNATIONAL, INC.

RETIREMENT SAVINGS PLAN

Notes to Financial Statements — (Continued)

December 31, 1999 and 1998

(3)  Investment Funds

      Participants direct their accounts to be invested in various investment 3 funds. American Century Securities, Inc. (American Century), as trustee, maintains the following funds under the Plan:

Fund	Description
International Growth Fund	Seeks capital growth over time by investing in common stocks of a broad range of foreign companies
Long-Term Bond Fund	Seeks to provide a high level of income by investing in a diversified portfolio of longer-term corporate, government, and mortgage-backed bonds
Ultra Investees Fund	Seeks capital growth over time by investing in common stocks considered by management to have better-than-average prospects for appreciation, typically small to medium-size companies
Strategic Allocation Fund: Conservative	Seeks high level of capital appreciation and income through investments in bonds (45%), stocks (40%), and money market securities (15%)
Strategic Allocation Fund: Moderate	Seeks high level of capital appreciation and income through investments in stocks (60%), bonds (30%), and money market securities (10%)
Strategic Allocation Fund: Aggressive	Seeks high level of capital appreciation and income with portfolio of stocks (75%), bonds (20%), and money market securities (5%)
Equity Income Fund	Seeks current income with capital appreciation to exceed the yield of securities comprising the S&P 500 Composite Index
Value Fund	Seeks long-term capital growth through investment in stocks
Index Trust – 500 Portfolio	Seeks current income with capital appreciation to exceed the yield of securities comprising the S&P 500 Composite Index
Stable Asset Fund	Seeks to protect principal from market volatility with yields higher than money market funds. Invests in Benham Preservation Fund and Benham Stable Asset Fund
Hayes Lemmerz common stock	Invests primarily in the common stock of the Company
Loan Fund	Participant loans are maintained within this fund

(4)  Tax Status

      The IRS, in a letter dated July 22, 1996, determined that the Plan meets the requirements of section 401(a) of the Internal Revenue Code (IRC) and is exempt from Federal income tax under section 501(a) of the Code. The plan administrator has filed a request for a determination letter for the amendments effective December 31, 1997, and believes that the Plan is designed and currently being operated in compliance with the applicable requirements of the IRC.

(5)  Termination of the Plan

      The Company has reserved the right to terminate or amend the Plan at any time. In the event of complete or partial termination of the Plan, participants become 100% vested in their accounts, and the

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HAYES LEMMERZ INTERNATIONAL, INC.

RETIREMENT SAVINGS PLAN

Notes to Financial Statements — (Continued)

December 31, 1999 and 1998

balance in the participant’s account will be distributed at the discretion of the committee which administers the Plan.

(6)  Related Party Transactions

      American Century serves as the Plan’s record keeper and trustee. The Plan has invested $146,611,276 and $73,370,281 of assets in American Century-sponsored funds at December 31, 1999 and 1998, respectively.

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Schedule I

HAYES LEMMERZ INTERNATIONAL, INC.

RETIREMENT SAVINGS PLAN

Schedule of Assets Held for Investment Purposes

	Description of Investment, Including
Identifying of Issue, Borrower,	Maturity Date, Rate of Interest	Current
Lessor, or Similar Party	Collateral, Par or Maturity Value	Value
American Century Securities, Inc.*	International Growth Fund	$	16,341,733
American Century Securities, Inc.*	Long-Term Bond Fund		2,645,481
American Century Securities, Inc.*	Ultra Investees Fund		50,740,062
American Century Securities, Inc.*	Strategic Allocation Fund: Conservative		1,929,812
American Century Securities, Inc.*	Strategic Allocation Fund: Moderate		16,359,713
American Century Securities, Inc.*	Strategic Allocation Fund: Aggressive		2,665,208
American Century Securities, Inc.*	Equity Income Fund		5,398,700
American Century Securities, Inc.*	Value Fund		2,920,927
Vanguard	Index Trust — 500 Portfolio		69,999,913
American Century Securities, Inc.*	Stable Asset Fund		47,609,640
Hayes Lemmerz International, Inc.*	Common stock		10,114,918
Plan participant	Participant loans		11,377,990
		$	238,104,097

*Denotes a party-in-interest.

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