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________________________________________________________________________________
________________________________________________________________________________

                                           
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                           
                                     ____________
                                           
                                           
                                      FORM 10-K
                                           
                                           
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 for the fiscal year ended DECEMBER 31, 1996; 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 1-7200
                                           
                              WYNN'S INTERNATIONAL, INC.
                (Exact name of registrant as specified in its charter)
                                           
               DELAWARE                              95-2854312
    (State or other jurisdiction of               (I.R.S. Employer 
    incorporation or organization)             Identification Number)
          
      500 NORTH STATE COLLEGE BOULEVARD  
                 SUITE 700  
             ORANGE, CALIFORNIA                         92868
    (Address of principal executive offices)         (Zip Code)
         
     Registrant's telephone number, including area code:  (714) 938-3700   

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

        Title of Each Class            Name of Each Exchange on Which Registered
        -------------------            -----------------------------------------
 Common Stock, par value $1 per share            New York Stock Exchange      
   

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:  None

    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 [ ]
   
    The aggregate market value of voting stock held by non-affiliates of the 
Registrant was $288,562,857 as of March 12, 1997.  All outstanding shares of 
voting stock, except for shares held by executive officers and members of the 
Board of Directors of Registrant, are deemed to be held by non-affiliates.
   
    On March 12, 1997, Registrant had 13,714,717 shares of Common Stock 
outstanding.
   
    Parts I and II incorporate information by reference from the Annual 
Report to Stockholders for the year ended December 31, 1996.  Part III 
incorporates information by reference from the Proxy Statement for the Annual 
Meeting of Stockholders to be held on May 7, 1997.
   
   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.  [ ]

________________________________________________________________________________
________________________________________________________________________________
                                           
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                                         PART I
                                           
                                           
ITEM 1.   BUSINESS

     Wynn's International, Inc., through its subsidiaries, is engaged 
primarily in the automotive and industrial components business and the 
specialty chemicals business.  The Company designs, produces and sells 
O-rings and other seals and molded elastomeric and thermoplastic polymer 
products.  The Company also formulates, produces and sells specialty chemical 
products, service programs and automotive service equipment and distributes, 
primarily in southern California, locks and hardware products manufactured by 
others.  Prior to the sale in May 1996 of the principal operating assets of 
its wholly-owned subsidiary, Wynn's Climate Systems, Inc. ("Wynn's Climate 
Systems"), the Company designed, produced and sold automotive air 
conditioning systems and components.
     
     O-rings and other molded polymer products are marketed under the trade 
name "Wynn's-Precision."  Specialty chemical products and automotive service 
equipment are marketed under various trademarks, including WYNN'S-Registered 
Trademark-, FRICTION PROOFING-Registered Trademark-, X-TEND-Registered 
Trademark-, SPIT FIRE-Registered Trademark-, CHARGE-Registered Trademark-, 
DU-ALL-Registered Trademark-, TRANSERVE-TM- and WYNN'S PRODUCT 
WARRANTY-Registered Trademark-.
     
     The Company's executive offices are located at 500 North State College 
Boulevard, Suite 700, Orange, California 92868.  Its telephone number is 
(714) 938-3700.  The terms "Wynn's International, Inc.," "Wynn's," "Company" 
and "Registrant" herein refer to Wynn's International, Inc. and its 
subsidiaries unless the context indicates otherwise.
     
FINANCIAL INFORMATION BY BUSINESS SEGMENT AND GEOGRAPHIC DATA

     The Company's operations are conducted in two industry segments: 
Automotive and Industrial Components, and Specialty Chemicals.  Financial 
information relating to the Company's business segments for the five years 
ended December 31, 1996 is incorporated by reference from Note 14 of "Notes 
to Consolidated Financial Statements" on pages 29 through 31 of the Company's 
Annual Report to Stockholders for the year ended December 31, 1996 (the "1996 
Annual Report").

                                 SPECIALTY CHEMICALS
                                 -------------------
                                           
     The Specialty Chemicals Division consists of Wynn Oil Company and its 
subsidiaries ("Wynn Oil").  During 1996, net sales at Wynn Oil were 
$148,018,000, or 51% of the Company's total net sales, as compared to 
$132,173,000 and 50% for 1995.  The operating profit of the division during 
1996 was $15,627,000, or 40% of the Company's total operating profit, 
compared with $11,526,000 and 35% for 1995.  See "Management's Discussion and 
Analysis of Financial Condition and Results of Operations" and "Business 
Segment and Geographical Information" on pages 13 through 17 and 29 through 
31, respectively, of the 1996 Annual Report, which are hereby incorporated by 
reference.  See also "Other Factors Affecting the Business."

<PAGE>


PRODUCTS

     The principal business of Wynn Oil is the development, manufacture and 
marketing of a wide variety of specialty chemical car care and industrial 
products and related service programs under the WYNN'S-Registered Trademark-, 
X-TEND-Registered Trademark- and WYNN'S PRODUCT WARRANTY-Registered 
Trademark-trademarks.  Wynn Oil offers the following lines of products:  (a) 
professional chemical products, programs and equipment for use by automotive 
service technicians, (b) automotive chemical products for use by consumers, 
(c) chemical products for use in metal working and machining operations, and 
(d) the Wynn's Product Warranty program.
     
     All professional and consumer products manufactured by Wynn Oil are 
formulated to provide preventive or corrective maintenance for automotive 
engines, transmissions, steering systems, fuel delivery systems, 
differentials, engine cooling systems and other automotive mechanical parts.  
Wynn Oil also manufactures equipment designed to work with Wynn Oil chemical 
products to assist automotive service technicians with regular tasks, such as 
flushing the cooling and transmission systems of an automobile.  For example, 
the patented DU-ALL-Registered Trademark- antifreeze power drain and fill and 
recycling system is a portable machine used in conjunction with proprietary 
chemicals to service a vehicle's cooling system and recycle the used 
antifreeze.  The DU-ALL-Registered Trademark- system has been approved by 
General Motors, Chrysler and Hyundai.  The TRANSERVE-TM- automatic 
transmission flush system is a portable machine used in conjunction with Wynn 
Oil's chemicals to flush, refill and treat the transmission fluid in a 
vehicle.  The TRANSERVE-TM- machine has been approved by Chrysler.
     
     Wynn Oil's industrial specialty chemical products include forging 
compounds, cleaners, solvents, release agents, lubricants, cutting and 
drawing fluids and multipurpose coolants.  These chemical products are used 
in precision metal forming and machining operations.  They are a mix of full 
synthetic, semi-synthetic and petroleum-based fluids that address specific 
functions and levels of operation severity.
     
     Wynn Oil also markets the Wynn's Product Warranty program.  The Wynn's 
Product Warranty program consists of kits of a premium line of automotive 
treatment products that are accompanied by a special product warranty.  The 
kits are typically sold through car dealers to purchasers of used automobiles 
and light trucks.  The kits contain proprietary treatment products that have 
been specially formulated to help prevent damage to various internally 
lubricated parts and systems of the automobile.  The products include an 
engine oil treatment, a fuel system conditioner, a transmission fluid 
treatment, a power steering supplement, a differential treatment, a cooling 
system conditioner and an air conditioning system treatment.  The product 
warranty accompanying the products states, in effect, that if the vehicle 
owner treats the vehicle as directed and damage occurs to specified 
components of the vehicle during the warranty period, which damage is the 
type of damage that the products are designed to help prevent, then Wynn Oil 
will provide reimbursement for the damage, up to the limits of liability and 
subject to certain conditions and exceptions.  The items reimbursed include 
the costs of certain parts and labor and, in some instances, the costs of 
towing and a rental car.  See "Other Factors Affecting the Business."


                                        2
<PAGE>


DISTRIBUTION

     Wynn Oil's car care products are sold in the United States and in
approximately 100 foreign countries.  See "Foreign Operations."
     
     Wynn Oil distributes its products through a wide range of distribution
channels.  Domestically, Wynn Oil distributes its products primarily through
independent distributors, sales representatives and warehouse distributors, and
also through chain stores.  Wynn Oil also uses internal sales management in the
sale and distribution of its products.  In addition, Wynn Oil distributes the
Wynn's Product Warranty program through new and used car dealers and a few auto
auctions.  Wynn Oil also markets the Wynn's Product Warranty program in the
United States and Canada through cooperative arrangements with national and
regional automobile finance companies.  In recent years, these automobile
finance companies have played an increasingly greater role in the marketing of
the Wynn's Product Warranty program.  No assurance can be given that such
finance companies will continue to market the Wynn's Product Warranty program. 
Foreign sales of Wynn Oil products are made principally through wholly-owned
subsidiaries, which sell primarily through independent distributors, warehouse
distributors or manufacturers' representative organizations, with a direct sales
force in France and the Netherlands.  Wynn Oil also engages in direct export
sales from the U.S. to independent distributors in Asia and Latin America, and
from Belgium to independent distributors in Scandinavia, Europe, North Africa,
the Middle East and former republics of the USSR.  See "Other Factors Affecting
the Business."
     
PRODUCTION

     Wynn Oil has manufacturing facilities in California and Belgium.  Other 
foreign subsidiaries either purchase products directly from the manufacturing 
facilities in the United States or Belgium or have the products manufactured 
locally by outside contract suppliers according to Wynn Oil's specifications 
and formulae.  Wynn Oil periodically reviews its production and sourcing 
locations in light of fluctuating foreign currency rates.
     
     Wynn Oil utilizes a large number of chemicals in the production of its 
various specialty chemical products.  Primary raw materials necessary for the 
production of these products, as well as the finished products, generally 
have been available from several sources.  An adequate supply of materials 
was available in 1996 and is expected to continue to be available for the 
foreseeable future. 

                                        3
<PAGE>


                     AUTOMOTIVE AND INDUSTRIAL COMPONENTS
                                           
     The Automotive and Industrial Components Division consists of 
Wynn's-Precision, Inc. ("Precision"), and Robert Skeels & Company ("Skeels"). 
The Automotive and Industrial Components Division also consisted of Wynn's 
Climate Systems prior to the sale of the principal operating assets of Wynn's 
Climate Systems in May 1996.  During 1996, sales from continuing operations 
of the Automotive and Industrial Components Division were $140,513,000, or 
49% of the Company's total net sales, as compared with $130,411,000 and 50% 
in 1995.  The operating profit from continuing operations of the division in 
1996 was $23,124,000, or 60% of the Company's total operating profit, as 
compared with $21,828,000 and 65% in 1995.  See "Management's Discussion and 
Analysis of Financial Condition and Results of Operations" and "Business 
Segment and Geographical Information" on pages 13 through 17 and 29 through 
31, respectively, of the 1996 Annual Report, which are hereby incorporated by 
reference.  See also "Other Factors Affecting the Business."
     
                                WYNN'S-PRECISION, INC.
(O-RINGS, SEALS AND OTHER MOLDED ELASTOMERIC AND THERMOPLASTIC POLYMER PRODUCTS)
                                           
PRODUCTS

     Precision and its affiliated companies design, manufacture and market a 
variety of static and dynamic sealing products.  The principal products of 
Precision are O-rings, composite gaskets, engineered seals, and convoluted 
boots and seals that are reinforced with plastic, metal and fabric.  These 
products are made from elastomeric and thermoplastic polymers.  The products 
are used for a variety of sealing applications that include engines, 
transmissions, steering pumps and assemblies, fuel handling, suspension/brake 
systems, refrigeration and electronics.  Precision's primary customers are 
manufacturers of automobiles, trucks, off-highway vehicles, fluid handling 
equipment, aircraft/aerospace components, and the military.
     
DISTRIBUTION

     Precision sells its products primarily through a direct sales force to 
original equipment manufacturer ("OEM") customers.  Precision also markets 
its products throughout the United States through independent distributors 
and through Company-operated regional service centers located in California, 
Illinois, Indiana, Kansas, Michigan, Minnesota, New York, North Carolina, 
Ohio, Pennsylvania, Texas and Wisconsin.  Precision's Canadian operation 
distributes products principally through a direct sales force to OEM 
customers, through independent distributors and through Precision-operated 
service centers in Canada and England.

PRODUCTION

     Precision's manufacturing facilities are located in Arizona, Kentucky, 
Tennessee, Texas, Virginia and Ontario, Canada.  Precision's administrative 
headquarters are located at the site of its main manufacturing facility in 
Lebanon, Tennessee.  Also located in Lebanon, Tennessee are Precision's own 
tool production facility and a facility dedicated exclusively to injection 
molding. Over the past several years, Precision has made significant 
investments in modern computerized production equipment and


                                        4


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facilities.  In 1996, Precision continued to invest in new production 
equipment, which expanded production capacity primarily at Precision's 
Lebanon, Tennessee and Virginia facilities. In 1996, Precision purchased from 
Lawson Mardon Wheaton Inc. the operating assets of its automotive plastics 
business located in Springfield, Kentucky.  As a result of the transaction, 
Precision acquired a 76,375 square foot manufacturing facility and equipment 
dedicated to injection molding, injection blow molding and extrusion blow 
molding.

     The principal raw materials used by Precision are elastomeric and
thermoplastic polymers.  These raw materials generally have been available from
numerous sources in sufficient quantities to meet Precision's requirements. 
Adequate supplies of raw materials were available in 1996 and are expected to
continue to be available in 1997.
     
                               ROBERT SKEELS & COMPANY
                                 (BUILDERS HARDWARE)
                                             
     Robert Skeels & Company ("Skeels") is a wholesale distributor of builders
hardware products, including lock sets and locksmith supplies.
     
     Skeels' main facility is located in Compton, California.  In addition,
Skeels has a leased satellite sales facility located in Fullerton, California.
     
     Skeels supplies approximately 35,000 items to retail hardware, locksmith
and lumberyard outlets in southern California, Arizona, and Nevada.  Skeels also
sells directly to large institutional customers.  Most of Skeels' sales are
derived from replacement items used by industry, institutions and in-home
remodeling and repair.
     
     Skeels has been a distributor of Schlage lock products since 1931.  Skeels
also distributes other well-known brands such as Lawrence, Kwikset and Master. 
Skeels' distributorship arrangements generally are cancelable by the
manufacturers without cause.

                             WYNN'S CLIMATE SYSTEMS, INC.
                 (AUTOMOTIVE AIR CONDITIONING SYSTEMS AND COMPONENTS)
                                           
     Prior to the sale of its principal operating assets in May 1996, Wynn's 
Climate Systems designed, manufactured and marketed automotive air 
conditioning systems and components for both automotive OEMs and the 
automotive aftermarket.  Wynn's Climate Systems also operated installation 
centers in Arizona, California, Colorado and North Carolina that installed 
air conditioners and accessories for automobile dealers and retail customers. 
Revenues from discontinued operations with respect to Wynn's Climate Systems 
for the period January 1 to May 23, 1996 were $20,353,000.
     
     Wynn's Climate Systems sold its air conditioning components to OEM
customers and distributors.  It sold its air conditioning systems to OEM
customers and their distributors and dealers, and to distributors in the
automotive aftermarket.  In addition, through its installation centers, Wynn's
Climate Systems sold air conditioning systems and accessories to automobile
dealers and retail customers.

                                      -5-

<PAGE>

     Wynn's Climate Systems manufactured its products in its 185,000 square
foot facility located in Fort Worth, Texas.  Wynn's Climate Systems manufactured
many of the components that it used in the production of its air conditioning
systems.  Outside vendors supplied certain finished components such as
compressors, accumulators and receiver/dryers.

     
                         OTHER FACTORS AFFECTING THE BUSINESS

COMPETITION

     All phases of the Company's business have been and remain highly
competitive.  The Company's products and services compete with those of numerous
companies, some of which have financial resources greater than those of the
Company.  Sales by the Automotive and Industrial Components Division are in part
related to the sales of vehicles by its OEM customers.
     
     Precision has a large number of competitors in the market for static and
dynamic sealing products, some of which competitors are substantially larger
than Precision.  The markets in which Precision competes are also sensitive to
changes in price.  Requests for price reductions are not uncommon.  Precision
attempts to work with its customers to identify ways to lower costs and prices. 
Precision focuses on high technology, high quality sealing devices and has made
significant investments in advanced equipment and other means to raise
productivity.  In 1996, Precision invested approximately $7.5 million in new
production equipment, which expanded its production capacity primarily at its
Lebanon, Tennessee and Virginia facilities.  Also in 1996, Precision acquired a
manufacturing facility and related equipment located in Springfield, Kentucky. 
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 13 through 17 of the 1996 Annual Report, which is hereby
incorporated by reference.  Precision's major focus is to be the low cost
producer of superior quality products within its industry.  Precision believes
it must expand into additional areas of sealing technology in order to continue
to be an effective competitor.
     
     Competition with respect to Wynn Oil's specialty chemical and equipment
products consists principally of other automotive aftermarket chemical and
industrial fluid companies.  Some major oil companies also market their own
additive products through retail service stations, independent dealers and
garages.  Certain national retailers and car manufacturers market private label
brands of specialty chemical products.  Wynn Oil's DU-ALL-Registered Trademark-
antifreeze recycling equipment and chemicals compete against other antifreeze
recycling processes, some of which also have received OEM approval.  Similarly,
Wynn Oil's TRANSERVE- transmission fluid flush and fill equipment and chemicals
compete against other transmission flush equipment.  The Wynn's Product Warranty
program competes with programs offered by other companies that feature lubricant
kits backed by product warranties.  The Wynn's Product Warranty program also
competes with service contract and extended warranty programs offered by service
contract providers and insurance companies. The principal methods of competition
vary by geographic locale and by the relative market share held by the Company
compared to other competitors.

                                      -6-

<PAGE>

     
     Skeels continues to face intense price competition from numerous 
cash-and-carry discount retailers.  Skeels also has observed some manufacturers
selling directly to retailers to increase volume.
     
KEY CUSTOMERS

     Sales to General Motors constituted approximately 10.1% of the total net
sales of the Company in 1996.  No other customer represented more than 10% of
total net sales of the Company in 1996.

GOVERNMENT REGULATIONS

     The number of governmental rules and regulations affecting the Company's
business and products continues to increase.
     
     Wynn Oil markets the Wynn's Product Warranty program in approximately
forty-four states in the U.S. and also in Canada. Questions have been raised by
certain state and Canadian provincial regulators as to whether the product
warranty that accompanies the kit is in the nature of insurance or a regulated
service contract.  Wynn Oil attempts to resolve these questions to the
satisfaction of each such regulator.  At times, it has elected to withdraw the
Wynn's Product Warranty program from certain states.  No assurance can be given
that governmental regulations will not significantly affect the marketing of the
Wynn's Product Warranty in the United States or other countries in the future. 
Over the past few years, sales of the Wynn's Product Warranty program have
become an increasingly important element of Wynn Oil's domestic business.
     
ENVIRONMENTAL MATTERS

    The Company is involved in certain environmental proceedings and potential
proceedings principally arising out of the past or present use of various
substances which have been or may be deemed to be hazardous.  At December 31,
1996, the Company had recorded consolidated accrued reserves of approximately
$5.8 million relating to environmental matters.  In establishing such reserves,
the Company evaluates to the extent known for each matter the nature and extent
of the underlying contamination, the estimated cost of the likely remedy, the
number and financial strength of other potentially responsible parties, and the
evidence against the various potentially responsible parties.  During this
evaluation process, the Company makes its best estimate of its likely exposure
with respect to each matter based on information known to the Company at that
time.  Such estimates may involve a range of exposures for each matter.  The
Company provides aggregate reserves for no less than the minimum amount of the
aggregate range of outcomes established by the Company.
    
    The Company lacks sufficient information at this time to provide an
estimate of its "reasonably possible" (as such term is defined in Statement of
Financial Accounting Standard No. 5) potential liability from all environmental
matters.  In establishing reserves for environmental matters, the Company
assumes that it has appropriately evaluated key factors, such as expected remedy
costs, the likely degree of responsibility and ability to pay of other
potentially responsible parties, and the Company's probable allocable share.  It
is reasonably possible that regulatory or technical developments or subsequently
developed information could cause the Company to reevaluate its present range of
outcomes and to record additional liabilities for existing environmental
matters.  However, based upon 

                                      -7-

<PAGE>

information presently known to the Company, the Company believes that any 
such additional liabilities should not materially affect the Company's 
consolidated financial position, annual results of operations or cash flow.  
See Note 11 of "Notes to Consolidated Financial Statements" on page 27 of the 
1996 Annual Report, which is hereby incorporated by reference.
     
     All potentially significant environmental matters presently known to the
Company are described below.
         
         (a)  In July 1990, Wynn Oil received a general notice letter from the
    United States Environmental Protection Agency (the "EPA") stating that it
    may be a potentially responsible party ("PRP") with respect to the San
    Gabriel Valley, California Superfund Sites regional groundwater problem. 
    In March 1994, the EPA issued its Record of Decision ("ROD") with respect
    to the Baldwin Park Operable Unit ("BPOU") of the San Gabriel Valley
    Superfund Sites.  Wynn Oil's Azusa facility (the "Azusa Facility") is
    located within the BPOU.  In the ROD, the EPA selected an interim remedial
    action to treat the contaminated groundwater (the "Interim Remedial
    Action") for the BPOU that is estimated to cost $47 million in capital and
    non-recurring costs and $4 to $5 million in annual operating costs.  Since
    January 1995, the EPA has issued "pre-Special Notice" letters to eighteen
    entities, including Wynn Oil, with respect to the BPOU.  The EPA has
    indicated that it considers Wynn Oil to be one of the four largest
    contributors to the regional groundwater problem in the BPOU.  Wynn Oil
    disagrees with the views expressed by the EPA.
         
         Wynn Oil has joined the BPOU Steering Committee (the "Steering
    Committee") which is working toward the development of a "Consensus Plan." 
    In general, the Consensus Plan is a cooperative effort among the Steering
    Committee members, certain water supply entities and the Federal Bureau of
    Reclamation to integrate the Interim Remedial Action with a water supply
    project.  Under this approach, federal funding would be available for 25%
    of the project's capital costs and revenues from the sale of the treated
    water would help defray the project's annual operating costs.  If agreement
    is reached among these entities, the Steering Committee's costs of
    implementing the Interim Remedial Action reportedly could be reduced to
    approximately $35 to $40 million.  This amount is based on the assumption
    that the Steering Committee members would pay minimal past costs of the EPA
    and that the treated water would not be subject to supplemental nitrate
    removal.  However, no assurance can be given that such assumptions will
    prove to be correct or that the Consensus Plan will be implemented.  In
    furtherance of the Consensus Plan, the Steering Committee has already
    funded certain pre-design costs and other costs on an interim basis subject
    to reallocation among all of the PRPs which ultimately share the costs of
    implementing the Interim Remedial Action.
         
         The Steering Committee has begun the process of allocating among its
    members the cost for implementing the Consensus Plan.  There is no
    assurance that a negotiated allocation of responsibility will be reached. 
    Wynn Oil's ultimate share of the total remedial costs cannot be estimated
    with certainty at this time.  In establishing appropriate reserves for this
    matter, the Company has assumed that the Consensus Plan will be adopted and
    that the total Steering Committee costs of implementing the Consensus Plan
    (including the Interim Remedial Action 

                                      -8-

<PAGE>


    and the related water supply project) plus the Steering Committee's share 
    of EPA's past costs will be in the range of $35 to $40 million.  
         
         (b)  The California Regional Water Quality Control Board-Los Angeles
    Region (the "RWQCB") sent letters to Wynn Oil and certain other facilities
    in the general area asking them to submit remedial action plans for vadose
    zone remediation at their respective facilities.  In December 1995, Wynn
    Oil's consultants responded to the RWQCB stating that such remediation was
    neither warranted nor cost effective at the Azusa Facility.  In December
    1996, Wynn Oil received a letter from the RWQCB stating that the RWQCB had
    completed a preliminary review of the December 1995 response from Wynn
    Oil's consultants and that the RWQCB would be responding shortly.  The
    letter stated that the RWQCB was considering a coordinated regional
    directive regarding the subsurface soil cleanup in the BPOU.  Wynn Oil may
    at some later date elect or be required to take specific remedial actions
    with respect to soils conditions at the Azusa Facility.  
         
         (c)  In February 1995, the owner (the "Property Owner") of certain
    real property (the "Site") formerly leased by Alkid Corporation ("Alkid"),
    an inactive subsidiary of the Company, filed a lawsuit in federal court
    against Alkid, Wynn's International, Inc. and Wynn Oil (collectively the
    "Wynn's Defendants") and another former lessee and its principal.  The
    complaint alleges that the defendants stored solid and hazardous wastes at
    the Site and that the storage devices for the wastes leaked, causing
    contamination of the soils and groundwater.  The complaint seeks relief
    under CERCLA, the Resource Conservation Recovery Act of 1976 and common
    law, including an unspecified amount of damages and an injunction to compel
    the defendants to clean up the Site.  After the Wynn's Defendants were
    served with the lawsuit in June 1995, the parties filed various crossclaims
    and counterclaims against each other.  Subsequent to the filing of the
    responsive pleadings, the Property Owner and the Wynn's Defendants agreed
    to fund a joint investigation of the Site with each paying one-half of the
    cost.  After this investigation was completed, all parties to the
    litigation agreed to fund an additional investigation of the Site with each
    paying one-third of the cost.  During the pendency of these investigations,
    the litigation, including all discovery, has been stayed.  After completion
    of the current investigation, the parties expect to hold a joint status
    conference with the trial judge.  The Company does not have sufficient
    information to estimate the cost of cleanup at the Site.
         
         (d)  In January 1991, Wynn's Climate Systems received a letter from
    the Texas Natural Resource Conservation Commission (the "TNRCC") alleging
    that soil adjacent to one of its leased manufacturing facilities was
    contaminated with hazardous substances.  The TNRCC directed Wynn's Climate
    Systems to determine the extent of such contamination and then take
    appropriate remedial measures.  Wynn's Climate Systems retained
    environmental consultants to conduct soil sampling and otherwise comply
    with the directive of the TNRCC.  Performance of this work was completed in
    late 1991 and the consultants' report was submitted to the TNRCC in
    February 1992.  In 1994, Wynn's Climate Systems received a request from the
    TNRCC for additional information.  Wynn's Climate Systems furnished the
    requested information to the TNRCC and then voluntarily conducted
    additional investigation activities at this facility.  Wynn's Climate
    Systems' lease of this facility expired in December 1994.  Due to a dispute
    with the property owner following expiration of the lease, Wynn's Climate
    Systems was unable to

                                      -9-

<PAGE>

    perform any additional work at the site in 1995 or early 1996.  In April  
    1996, the property owner notified Wynn's Climate Systems that it would 
    grant access to Wynn's Climate Systems for further investigation of the 
    site.  Wynn's Climate Systems has submitted a report to the TNRCC 
    recommending a remedial action plan for the site and is awaiting a response.
         
         (e)  Wynn's Climate Systems is one of approximately 100 hazardous
    waste generators that have been identified as potentially responsible
    parties for the Chemical Recycling, Inc. ("CRI") site in Wylie, Texas (the
    "CRI Site").  A PRP Steering Committee (the "CRI Committee") was formed to
    negotiate with the EPA on behalf of its members an agreement to take
    remedial measures voluntarily at the CRI Site.  Approximately 85 PRPs,
    including Wynn's Climate Systems, have agreed to participate in the CRI
    Committee and have signed Consent Agreements with the EPA with respect to
    the CRI Site.  Remediation efforts have begun at the CRI Site under the
    guidance of the CRI Committee.  No significant developments occurred in
    1996.  As of March 1997, Wynn's Climate Systems' proportionate share of the
    total volume of waste contributed to the CRI Site by CRI Committee members
    was approximately two-tenths of one percent (0.2%).
         
     The foregoing "Environmental Matters" section and Note 11 of "Notes to
Consolidated Financial Statements" on page 27 of the 1996 Annual Report (which
is incorporated by reference herein) contain various "forward looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
which represent the Company's expectations or beliefs concerning future events,
including statements regarding estimates of the Company's liabilities associated
with identified environmental matters and the likelihood that any liability in
excess of reserves for such matters will not materially affect the Company's
financial position or annual results of operations or cash flows.  The Company
cautions that these statements are further qualified by important factors that
could cause actual results to differ materially from those in the forward
looking statements, including, without limitation, the following:  (i) the
actual nature and extent of the contamination, (ii) the remedial action
selected, (iii) the cleanup level required, (iv) changes in regulatory
requirements, (v) with respect to the San Gabriel Valley Superfund Sites, the
Steering Committee costs of implementing the Interim Remedial Action and the
water supply project and the amount of EPA past costs required to be paid by the
Steering Committee members, (vi) the ability of other potentially responsible
parties, if any, to pay their respective shares, and (vii) any insurance
recoveries.  Results actually achieved thus may differ materially from expected
results included in these and any other forward looking statements contained
herein.


FOREIGN CURRENCY FLUCTUATIONS

     In 1996, the United States dollar generally increased in value compared to
1995 in the currencies of most countries in which the Company does business. 
This increase in the value of the U.S. dollar caused aggregate foreign sales and
operating profit to be translated into lower dollar values than what would have
been reported if exchange rates had remained the same as in 1995.  In 1996, the
Equity Adjustment from Foreign Currency Translation account on the Consolidated
Balance Sheet decreased by $815,000, which caused a corresponding decrease in
Total Stockholders' Equity.  See "Foreign Operations."


                                       10
<PAGE>

PATENTS AND TRADEMARKS

     The Company holds a number of patents and trademarks which are used in the
operation of its businesses.  In 1989, Wynn Oil filed a lawsuit in the federal
district court in Detroit, Michigan against another company and its principal
stockholder for infringement of Wynn Oil's X-TEND-Registered Trademark-
trademark.  In 1994, the court awarded Wynn Oil approximately $3.2 million in
damages and attorneys' fees.  Subsequently, the defendants filed a timely appeal
to the United States Court of Appeals for the Sixth Circuit, but did not file a
bond to stay execution of the judgment.  Between May and December 1994, Wynn Oil
sought out assets of the defendants to satisfy the judgment.  Prior to Wynn Oil
executing upon the defendants' assets, the defendants filed bankruptcy petitions
in late 1994 in Florida.  The bankruptcy filings resulted in an automatic stay
of all pending collection efforts.  In July 1995, the Court of Appeals upheld
the District Court's finding of liability, but held that the District Court
erred in the calculation of certain portions of the damages award and remanded
the case to the District Court for a final determination of the damage award. 
On remand, the District Court awarded Wynn Oil total damages and attorneys' fees
of approximately $2.4 million.  The defendants did not appeal the revised
judgment of the District Court.  Wynn Oil and its counsel are continuing to work
through the bankruptcy proceedings in Florida to maximize Wynn Oil's ultimate
recovery against the defendants.  No portion of the judgment has been included
in the results of operations of the Company and all of the Company's costs
relating to this case have been expensed as incurred.  See "Legal Proceedings."

SEASONALITY OF THE BUSINESS

     Although sales at the Company's various businesses are somewhat seasonal,
the consolidated results of operations generally do not reflect seasonality.

RESEARCH AND DEVELOPMENT

     Precision maintains research and engineering facilities in Tennessee,
Virginia and Canada.  Research and development is an important aspect of
Precision's business as Precision has developed and continues to develop
numerous specialized compounds to meet the specific needs of its various
customers.  Precision also has technical centers in Tennessee, Virginia and
Canada to design sealing solutions, construct prototype products and to perform
comprehensive testing of materials and products.  Precision maintains extensive
research, development and engineering facilities to provide outstanding service
to its customers.
     
     Wynn Oil maintains research and product performance centers in California,
Belgium, France and South Africa.  The main activities of the research staff are
the development of new specialty chemicals and other products, improvement of
existing products, including finding new applications for their use, evaluation
of competitive products and performance of quality control procedures.


                                       11
<PAGE>
FOREIGN OPERATIONS

     The following table shows sales to foreign customers for the years 1996,
     1995 and 1994:

<TABLE>
                                                1996               1995             1994
                                             ------------       ------------      -----------
<S>                                          <C>                <C>               <C>
Total Sales Outside the United States:       $113,609,000       $101,389,000      $90,178,000
  Percent of Net Sales                              39.4%              38.6%            38.4%
   Sales by Foreign Subsidiaries             $ 93,949,000       $ 91,946,000      $81,739,000
    Percent of Net Sales                            32.6%              35.0%            34.8%
   Export Sales by Domestic Subsidiaries     $ 19,660,000       $  9,443,000      $ 8,439,000
    Percent of Net Sales                             6.8%               3.6%             3.6%
</TABLE>

     Consolidated operating results are reported in United States dollars. 
Because the Company's foreign subsidiaries conduct operations in the currencies
of the countries in which they are based, all financial statements of the
foreign subsidiaries must be translated into United States dollars.  As the
value of the United States dollar increases or decreases relative to these
foreign currencies, the United States dollar value of items on the financial
statements of the foreign subsidiaries is reduced or increased, respectively. 
Consequently, changes in dollar sales of the foreign subsidiaries from year to
year are not necessarily indicative of changes in actual sales recorded in local
currency.  See Note 3 and Note 14 of "Notes to Consolidated Financial
Statements" on page 24 and 29 through 31, respectively, of the 1996 Annual
Report, which are hereby incorporated by reference.
     
     The value of any foreign currency relative to the United States dollar is
affected by a variety of factors.  It is exceedingly difficult to predict what
such value may be at any time in the future.  Consequently, the ability of the
Company to control the impact of foreign currency fluctuations is limited.
     
     A material portion of the Company's business is conducted outside the
United States.  Consequently, the Company's ability to continue such operations
or maintain their profitability is to some extent subject to control and
regulation by the United States government and foreign governments.

EMPLOYEES

     At December 31, 1996, the Company had 1,962 employees.
     
     A majority of the production and maintenance employees at the Lebanon,
Tennessee plant of Precision are represented by a local lodge of the
International Association of Machinists and Aerospace Workers.  The collective
bargaining agreement for this facility will expire in April 1998.
     
     The production and maintenance employees at the Orillia, Ontario, Canada
plant of Precision are represented by a local unit of the Amalgamated
Steelworkers of America.  The collective bargaining agreement for the unit will
expire in January 2000.


                                       12
<PAGE>

     A majority of the production and maintenance employees at the Lynchburg,
Virginia plant of Dynamic Seals, Inc., an affiliate of Precision, are
represented by a local of the International Chemical Workers Union.  The
collective bargaining agreement for this facility expires in February 1999.
     
     A majority of the production and maintenance employees at the Springfield,
Kentucky plant of Precision are represented by a local unit of the International
United Paperworkers Union.  Precision did not assume the collective bargaining
agreement for this facility when Precision acquired the plant in 1996. 
Precision expects to enter into negotiations with the union in 1997 for a new
collective bargaining agreement.
     
     The Company considers its relations with its employees to be good.


                         EXECUTIVE OFFICERS OF THE REGISTRANT
                         ------------------------------------

     The executive officers of the Company, who are appointed annually, are as 
follows:

<TABLE>
                                                                 Executive
                                                                Officer Since          Age
                                                               ---------------        -----
<S>                     <C>                                    <C>                    <C>
James Carroll           Chairman of the Board and Chief             1988                67
                        Executive Officer

John W. Huber           President and Chief Operating Officer       1996                53

Seymour A. Schlosser    Vice President-Finance and Chief            1989                51
                        Financial Officer

Gregg M. Gibbons        Vice President-Corporate Affairs,           1986                44
                        General Counsel and Secretary
</TABLE>

     The principal occupations of Messrs. Carroll, Schlosser and Gibbons for
the past five years have been their current respective positions with the
Company.  Mr. Huber was named President and Chief Operating Officer of the
Company in December 1996.  For the five years immediately preceding his
appointment as President and Chief Operating Officer of the Company, Mr. Huber
was President and Chief Executive Officer of Wynn's-Precision, Inc., a wholly-
owned subsidiary of the Company.  There is no arrangement or understanding
between any executive officer and any other person pursuant to which he was
selected as an officer.  There is no family relationship between any executive
officers of the Company.


                                       13

<PAGE>

ITEM 2.  PROPERTIES

     The following is a summary description of the Company's facilities, all of
which the Company believes to be of adequate construction, as of March 14, 1997:

<TABLE>
                                                   Square            If Lease,
                               Held in Fee        Footage             Year of 
          Location             or by Lease      (Approximate)       Termination      Present Use
          --------             -----------      -------------       -----------      -----------
<S>                            <C>              <C>                 <C>             <C>
WYNN'S INTERNATIONAL, INC.

  Orange, California              Lease              6,894             1998         Administrative

AUTOMOTIVE AND INDUSTRIAL
COMPONENTS:


WYNN'S-PRECISION, INC.

  Domestic
  --------
  Lebanon, Tennessee              Fee              140,000              --          Manufacturing,
                                                                                    Warehouse,
                                                                                    Administrative

  Lebanon, Tennessee              Fee               78,000              --          Manufacturing

  Lebanon, Tennessee              Fee               35,000              --          Manufacturing

  Livingston, Tennessee           Fee               33,000              --          Manufacturing,
                                                                                    Warehouse

  Tempe, Arizona                  Fee               32,572              --          Manufacturing,
                                                                                    Warehouse

  Springfield, Kentucky           Fee               76,375              --          Manufacturing

  Rancho Cucamonga, California   Lease               2,880             1999         Warehouse

  Elgin, Illinois                Lease               4,539             1998         Warehouse

  Peoria, Illinois               Lease              10,000             2000         Warehouse

  Indianapolis, Indiana          Lease               1,800             2001         Warehouse

  Lenexa, Kansas                 Lease               2,089             1997         Warehouse

  Farmington Hills, Michigan     Lease               1,963             1998         Administrative

  Wyoming, Michigan              Lease               2,000             1997         Warehouse

  Golden Valley, Minnesota       Lease               3,800             1999         Warehouse
</TABLE>


                                       14
<PAGE>

<TABLE>
                                                   Square            If Lease,
                               Held in Fee         Footage            Year of
          Location             or by Lease      (Approximate)       Termination      Present Use
          --------             -----------      -------------       -----------      -----------
<S>                            <C>              <C>                 <C>             <C>
  West Seneca, New York          Lease               2,679             2000         Warehouse

  Charlotte, North Carolina      Lease               3,675             1999         Warehouse

  Dayton, Ohio                   Lease               6,193             1998         Warehouse

  Bensalem, Pennsylvania         Lease               2,326             1998         Warehouse

  Fort Worth, Texas              Lease               3,600             1998         Warehouse

  Milwaukee, Wisconsin           Lease               2,700             1999         Warehouse

  Foreign
  -------
  Orillia, Ontario, Canada        Fee               48,000              --          Manufacturing,
                                                                                    Warehouse,
                                                                                    Administrative

  Concord, Ontario, Canada       Lease               3,455             1999         Warehouse

  Edmonton, Alberta, Canada      Lease               2,700             1999         Warehouse

  Calgary, Alberta, Canada       Lease               1,600             1998         Warehouse

  Boucherville, Quebec, Canada   Lease               3,403             1999         Warehouse

  Aldershot, England             Lease               2,300            Month-to-     Warehouse,
                                                                       Month        Administrative


DYNAMIC SEALS, INC.

  Lynchburg, Virginia             Fee              101,000              --          Manufacturing,
                                                                                    Warehouse,
                                                                                    Administrative

  Houston, Texas                 Lease              14,000             1997         Manufacturing,
                                                                                    Warehouse,
                                                                                    Administrative

  Houston, Texas                 Lease              14,000             1997         Warehouse,
                                                                                    Administrative
</TABLE>


                                       15

<PAGE>

<TABLE>
<CAPTION>
                                                         Square          If Lease,
                                    Held in Fee          Footage          Year of
     Location                       or by Lease       (Approximate)     Termination     Present Use
     --------                       -----------       -------------     -----------     -----------
<S>                                 <C>               <C>               <C>             <C>  
ROBERT SKEELS & COMPANY

   Compton, California                 Fee               59,019             --         Warehouse,
                                                                                       Administrative

   Fullerton, California               Lease              1,600           1997         Warehouse,
                                                                                       Administrative

SPECIALTY CHEMICALS:

WYNN OIL COMPANY

   Domestic
   --------

   Azusa, California                   Fee              122,630             --         Manufacturing,
                                                                                       Warehouse,
                                                                                       Administrative
   Foreign
   -------

   Frenchs Forest,                     Lease             24,224           2000         Warehouse,
    New South Wales, Australia                                                         Administrative

   Carrington, New South Wales,        Lease             13,175           1999         Warehouse,
    Australia                                                                          Administrative

   St. Niklaas, Belgium                Fee               82,600             --         Manufacturing,
                                                                                       Warehouse,
                                                                                       Administrative

   Mississauga, Ontario, Canada        Lease             32,798           2001         Warehouse,
                                                                                       Administrative

   Mississauga, Ontario, Canada        Lease              2,536           1997         Service Center

   Reading, Berkshire, England         Lease              3,154           2004         Administrative

   Strasbourg, France                  Lease                557           1997         Administrative

   Paris, France                       Lease              8,853           1997         Administrative

   Cestas, France                      Lease             18,669           1999         Warehouse,
                                                                                       Administrative
</TABLE>

                                        16
<PAGE>

<TABLE>
<CAPTION>
                                                         Square          If Lease,
                                    Held in Fee          Footage          Year of
     Location                       or by Lease       (Approximate)     Termination     Present Use
     --------                       -----------       -------------     -----------     -----------
<S>                                 <C>               <C>               <C>             <C>  
Lyon, France                           Lease                 465            1998        Administrative

Abbeville, France                      Lease                 929            1998        Administrative

Thiers, France                         Lease                 465            1997        Administrative

Toulouse, France                       Lease                 485            1997        Administrative

Celle, Germany                         Lease               7,209            2002        Warehouse,
                                                                                        Administrative

Mexico City, Mexico                    Lease               2,500            1997        Warehouse,
                                                                                        Administrative

Wynberg, Sandton, South Africa          Fee               32,280             --         Warehouse,
                                                                                        Administrative

Edenvale, Transvaal, South Africa       Fee               10,921             --         Leased to Third Party

Caracas, Venezuela                     Lease               1,615         Month-to-      Administrative
                                                                          Month

</TABLE>


     The Company believes that all of its operating properties are adequately 
maintained, fully utilized and suitable for the purposes for which they are 
used.  With respect to those leases expiring in 1997 and 1998, the Company 
believes it will be able to renew such leases on acceptable terms or find 
suitable alternate facilities.

ITEM 3.  LEGAL PROCEEDINGS

     Various claims and actions, considered normal to Registrant's business, 
have been asserted and are pending against Registrant and its subsidiaries. 
Registrant believes that such claims and actions should not have any material 
adverse effect upon the consolidated results of operations, cash flows or the 
financial position of Registrant based on information presently known to 
Registrant.  See also "Environmental Matters" and Note 11 of "Notes to 
Consolidated Financial Statements" on page 27 of the 1996 Annual Report, 
which is hereby incorporated by reference.

     In 1994, the United States District Court for the Eastern District of 
Michigan, Southern Division, in the case of WYNN OIL COMPANY V. AMERICAN WAY 
SERVICE CORPORATION AND THOMAS A. WARMUS, Case No. 89-CV-71777-DT, awarded 
Wynn Oil approximately $3.2 million in damages and attorneys' fees in an 
action brought by Wynn Oil in 1989 asserting trademark infringement by the 
defendants. Subsequently, the defendants filed a timely appeal to the United 
States Court of Appeals for the Sixth Circuit, but did not file a bond to 
stay execution of the judgment.  Between May and December 1994, Wynn Oil 
sought out assets of the defendants to satisfy the judgment.  Prior to Wynn 
Oil executing upon

                                        17

<PAGE> 

the defendants' assets, the defendants filed bankruptcy petitions in late 
1994 in Florida.  The bankruptcy filings resulted in an automatic stay of all 
pending collection efforts.  In July 1995, the Court of Appeals upheld the 
District Court's finding of liability, but held that the District Court erred 
in the calculation of certain portions of the damages award and remanded the 
case to the District Court for a final determination of the damage award.  On 
remand, the District Court awarded Wynn Oil total damages and attorneys' fees 
of approximately $2.4 million.  The defendants did not appeal the revised 
judgment of the District Court.  Wynn Oil and its counsel are continuing to 
work through the bankruptcy proceedings in Florida to maximize Wynn Oil's 
ultimate recovery against the defendants.  No portion of the judgment has 
been included in the results of operations of Registrant and all of 
Registrant's costs relating to this case have been expensed as incurred.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters submitted to a vote of security holders during the
fourth quarter of 1996.


                          PART II


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS

     The information appearing under "Common Stock Prices and Cash Dividends 
Per Share: 1996-1995" on page 33 of the 1996 Annual Report and "Number of 
Stockholders" and "Stock Exchange Listing" on page 33 of the 1996 Annual 
Report is hereby incorporated by reference.

     On February 5, 1997, the Board of Directors of Registrant declared a 
cash dividend of $0.08 per share payable March 31, 1997 to stockholders of 
record on March 14, 1997.

     Registrant currently expects that it will continue to pay dividends in 
the future, in amounts per share at least comparable to dividends paid during 
the past two years.

     Registrant has not sold any unregistered securities during the past 
three years.

ITEM 6.  SELECTED FINANCIAL DATA

     Incorporated by reference from page 12 of the 1996 Annual Report.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

     Incorporated by reference from the 1996 Annual Report, pages 13 
through 17.

                                   18

<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Consolidated financial statements of Registrant at December 31, 1996 and 
1995 and for each of the three years in the period ended December 31, 1996 
(including unaudited supplementary data) and the report of independent 
auditors thereon are incorporated by reference from the 1996 Annual Report, 
pages 17 through 32.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

     Not applicable.


                          PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information appearing under "Election of Directors" on pages 5 and 6 
of Registrant's definitive proxy statement for the Annual Meeting of 
Stockholders to be held on May 7, 1997 ("Registrant's 1997 Proxy Statement") 
is hereby incorporated by reference.  A list of executive officers of 
Registrant is provided in Item 1 of Part I of this report.

ITEM 11. EXECUTIVE COMPENSATION

     The information appearing under "Board of Directors and Committees of 
the Board--Compensation of Directors" and "--Compensation Committee 
Interlocks and Insider Participation," and "Executive Compensation" on pages 
7 through 12 of Registrant's 1997 Proxy Statement is hereby incorporated by 
reference.  The Report of the Compensation Committee on pages 13 through 15 
of Registrant's 1997 Proxy Statement shall not be deemed to be incorporated 
by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information appearing under "Security Ownership of Certain 
Beneficial Owners and Management" on pages 2 through 4 of Registrant's 1997 
Proxy Statement is hereby incorporated by reference.


                                   19
<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information appearing under "Election of Directors--Certain 
Relationships and Related Transactions" on page 6 of Registrant's 1997 Proxy 
Statement is hereby incorporated by reference.

                          PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON 
          FORM 8-K

     (a) (1)  See Index to Financial Statements and Financial Statement 
              Schedules Covered By Report of Independent Auditors.

         (2)  See Index to Financial Statements and Financial Statement
              Schedules Covered By Report of Independent Auditors.

         (3)  See Index to Exhibits.

    (b)  On October 9, 1996, Registrant filed a report on Form 8-K/A amending
         Registrant's Current Report on Form 8-K dated May 23, 1996.  The Form
         8-K, as amended, reports the sale of the principal operating assets of
         Registrant's subsidiary, Wynn's Climate Systems, to Moog Automotive,
         Inc.  The report includes the unaudited pro forma consolidated
         condensed financial statements representing the results of continuing
         operations and the balance sheet, after giving effect to certain pro
         forma adjustments related to the sale as if the sale had occurred (i)
         January 1, 1996 for the statement of income for the three months ended
         March 31, 1996, (ii) January 1, 1995 for the statements of income for
         the years ended December 31, 1995, 1994 and 1993 and the three months
         ended March 31, 1995, and (iii) March 31, 1996 for the balance sheet.  


                                   20
<PAGE>

                       WYNN'S INTERNATIONAL, INC.

         INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT
          SCHEDULES COVERED BY REPORT OF INDEPENDENT AUDITORS

                             (ITEM 14(a))


                                                     Page References
                                             ----------------------------------
                                             Form 10-K       1996 Annual Report
                                             ---------       ------------------
Consolidated Statements of Income for 
  each of the three years in the period 
  ended December 31, 1996 .................                           18

Consolidated Balance Sheets at 
  December 31, 1996 and 1995 ..............                           19

Consolidated Statements of Stockholders' 
  Equity for each of the three years in 
  the period ended December 31, 1996 .......                          20

Consolidated Statements of Cash Flows 
  for each of the three years in the 
  period ended December 31, 1996 ..........                           21

Notes to Consolidated Financial 
  Statements ..............................                         22 - 32

Consolidated schedule for each of the 
  three years in the period ended 
  December 31, 1996:
    VIII - Valuation and Qualifying 
    Accounts ..............................   F-2



     All other schedules are omitted since the required information is not 
present or is not present in amounts sufficient to require submission of the 
schedule, or because the information required is included in the consolidated 
financial statements, including the notes thereto.

     The consolidated financial statements listed in the above index, which 
are included in the 1996 Annual Report, are hereby incorporated by reference. 
With the exceptions of the pages listed in the above index and the items 
referred to in Items 1, 5, 6, 7 and 8, the 1996 Annual Report is not deemed 
to be filed as part of this report.


                                   F-1

<PAGE>

                              WYNN'S INTERNATIONAL, INC.
                                           
                  SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
                                           
                         THREE YEARS ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>

  Allowance for
doubtful accounts
  deducted from       Balance at     Charged to
    accounts          beginning       costs and      Deductions       Other        Balance at
   receivable          of year        expenses          (1)            (2)        end of year
-----------------     ----------     ----------     -----------     ---------     -----------
<S>                   <C>            <C>            <C>             <C>           <C>

      1996             $710,000       $312,000       $(256,000)      $104,000        $870,000
                      ----------     ----------     -----------     ---------     -----------

      1995             $884,000       $244,000       $(418,000)      $     --        $710,000
                      ----------     ----------     -----------     ---------     -----------

      1994             $954,000       $ 88,000       $(158,000)      $     --        $884,000
                      ----------     ----------     -----------     ---------     -----------

</TABLE>

______________________

(1)  Represents accounts written off against the reserve.
(2)  Acquisition of business.


                                     F-2


<PAGE>                                           
                                           
                                  POWER OF ATTORNEY
                                           
        Each person whose signature appears below hereby authorizes each of 
James Carroll, John W. Huber, Seymour A. Schlosser and Gregg M. Gibbons as 
attorney-in-fact to sign on his behalf, individually and in each capacity stated
below, and to file all amendments and/or supplements to this Annual Report on 
Form 10-K.

                                      SIGNATURES
                                           
    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on March 25, 1997.

                                      WYNN'S INTERNATIONAL, INC.
                           
                           


                                      By            JAMES CARROLL
                                        ---------------------------------------
                                                    James Carroll
                                               Chairman of the Board and
                                                Chief Executive Officer
                                           

    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 and in the capacities and on the dates indicated.
    
    DATE




March 25, 1997                        By            JAMES CARROLL
                                        ---------------------------------------
                                                    James Carroll
                                                 Chairman of the Board
                                                Chief Executive Officer
                                                       Director
                                           



March 25, 1997                        By         SEYMOUR A. SCHLOSSER
                                        ---------------------------------------
                                                 Seymour A. Schlosser
                                                Vice President-Finance
                                        (Principal Financial and Accounting 
                                        Officer)

                                      II-1
<PAGE>

    DATE




March 25, 1997                        By         WESLEY E. BELLWOOD
                                        ---------------------------------------
                                                 Wesley E. Bellwood
                                              Director/Chairman Emeritus
                                           



March 25, 1997                        By         BARTON BEEK
                                        ---------------------------------------
                                                 Barton Beek
                                                   Director
                                           



March 25, 1997                        By         JOHN D. BORIE
                                        ---------------------------------------
                                                 John D. Borie
                                                    Director
                                           



March 25, 1997                        By         BRYAN L. HERRMANN
                                        ---------------------------------------
                                                 Bryan L. Herrmann
                                                      Director
                                           



March 25, 1997                        By         ROBERT H. HOOD, JR.
                                        ---------------------------------------
                                                 Robert H. Hood, Jr.
                                                     Director
                                           



March 25, 1997                        By         RICHARD L. NELSON
                                        ---------------------------------------
                                                 Richard L. Nelson
                                                     Director
                                           



March 25, 1997                        By         JAMES D. WOODS
                                        ---------------------------------------
                                                 James D. Woods
                                                    Director

                                         II-2
<PAGE>

                              WYNN'S INTERNATIONAL, INC. 
                                           
                                  INDEX TO EXHIBITS 
                                     (Item 14(a))
                                           



Exhibit 
Number                                Description 
------                                -----------
3.1    Certificate of Incorporation, as amended, of Registrant 

3.2    Certificate of Designations of Junior Participating Preferred Stock 
       (incorporated herein by reference to Exhibit 4.2 to Registrant's Report 
       on Form 8-K dated March 3, 1989) 

3.3    By-Laws, as amended, of Registrant 

4.1    Shareholder Rights Agreement, dated as of March 3, 1989, between 
       Registrant and First Interstate Bank of California, as Rights Agent 
       (incorporated by reference to Exhibit 4.1 to Registrant's Report on 
       Form 8-K dated March 3, 1989) 

4.2    Amendment No. 1 to Shareholder Rights Agreement, dated June 11, 1990 
       (incorporated by reference to Exhibit 28.2 to Registrant's Report on 
       Form  8-K dated June 11, 1990) 

10.1   Employment Agreement, dated February 15, 1995, between Registrant and 
       James Carroll (incorporated by reference to Exhibit 10.1 to 
       Registrant's Report  on Form 10-K for the fiscal year ended 
       December 31, 1994) 

10.2   Employment Agreement, dated December 11, 1996, between Registrant and 
       John W. Huber

10.3   Employment Agreement, dated January 1, 1997,between Registrant and 
       Seymour A. Schlosser

10.4   Employment Agreement, dated January 1, 1997, between Registrant and 
       Gregg M. Gibbons

10.5   Wynn's International, Inc. Amended and Restated 1980 Stock Option and 
       Appreciation Rights Plan (incorporated herein by reference to Exhibit 
       4.1 to Registrant's Registration Statement on Form S-8, Registration 
       No. 2-68157) 


<PAGE>

Exhibit 
Number                                Description 
------                                -----------
10.6   Wynn's International, Inc. Amended and Restated 1982 Incentive Stock 
       Option Plan (incorporated herein by reference to Exhibit 4.2 to 
       Registrant's Registration Statement on Form S-8, Registration
       No. 2-68157)

10.7   Wynn's International, Inc. Stock-Based Incentive Award Plan 
       (incorporated herein by reference to Exhibit 28.1 to Registrant's 
       Registration Statement on Form S-8, Registration No. 33-30296 and 
       Exhibit 28.2 to Registrant's Registration Statement on Form S-8,
       Registration No. 33-64090)

10.8   Amendment 1996-1 to Wynn's International, Inc. Stock-Based Incentive 
       Award Plan 

10.9   Wynn's International, Inc. 1997 Corporate Management Incentive Plan 

10.10  Executive Deferred Compensation Agreement, dated February 18, 1997, 
       between Registrant and James Carroll

10.11  Form of Indemnification Agreement between Registrant and a director 
       of Registrant (incorporated herein by reference to Exhibit 10.11
       to Registrant's Report on Form 10-K for the fiscal year ended 
       December 31, 1993)

10.12  Form of Indemnification Agreement between Registrant and an officer of 
       Registrant

10.13  Wynn's International, Inc. Non-Employee Directors' Stock Option Plan 
       (incorporated herein by reference to Exhibit C of Registrant's Definitive
       Proxy Statement relating to its Annual Meeting of Stockholders held on 
       May 11, 1994, filed with the Commission on March 25, 1994)

10.14  Amendment 1996-1 to Wynn's International, Inc. Non-Employee Directors'
       Stock Option Plan

10.15  Asset Purchase Agreement, dated as of May 23, 1996,by and between Moog 
       Automotive, Inc. and Wynn's Climate Systems, Inc., Wynn's Climate 
       Equipment Company and Wynn's (UK) Limited (incorporated herein by 
       reference to Exhibit 2.1 to Registrant's Current Report on Form 8-K
       dated May 23, 1996)

11     Computation of Net Income Per Common Share - Primary and Assuming Full 
       Dilution


<PAGE>

Exhibit 
Number                                Description 
------                                -----------
13    Portions of Registrant's Annual Report to Stockholders for the fiscal 
      year ended December 31, 1996 that have been expressly incorporated by 
      reference as a part of this Annual Report on Form 10-K

21    Subsidiaries of Registrant

23    Consent of Independent Auditors

27    Financial Data Schedule