<PAGE>
                                          
                         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, 1997; 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 $442,634,693 as of March 12, 1998.  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, 1998, Registrant had 19,301,381 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, 1997.  Part III incorporates
information by reference from the Proxy Statement for the Annual Meeting of
Stockholders to be held on April 29, 1998.

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


                                     
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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.
      
      The Company markets its O-rings and other molded polymer products under 
the trade name "Wynn's-Precision."  The Company markets its specialty 
chemical products and automotive service equipment 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-Registered Trademark-, POWERFLUSH-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" as used in this report 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, 1997 is incorporated by reference from Note 13 of "Notes to
Consolidated Financial Statements" on pages 33 through 35 of the Company's
Annual Report to Stockholders for the year ended December 31, 1997 (the "1997
Annual Report").

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                        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 included Wynn's 
Climate Systems prior to the sale of its principal operating assets in May 
1996.  During 1997, sales from continuing operations of the Automotive and 
Industrial Components Division were $168,266,000, or 52% of the Company's 
total net sales, as compared with $140,513,000 and 49% in 1996.  The 
operating profit from continuing operations of the division in 1997 was 
$26,408,000, or 58% of the Company's total operating profit, as compared with 
$23,124,000 and 60% in 1996. See "Management's Discussion and Analysis of 
Financial Condition and Results of Operations" and "Business Segment and 
Geographical Information" on pages 17 through 21 and 33 through 35, 
respectively, of the 1997 Annual Report, which are hereby incorporated by 
reference.  See also "Other Factors Affecting the Business" on page 6 below.

                             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.  Precision's principal 
products are O-rings, composite gaskets and seals, engineered seals, and 
convoluted boots, bellows 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, 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 

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facilities.  In 1997, 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 suppliers in sufficient quantities to meet Precision's 
requirements. Adequate supplies of raw materials were available in 1997 and 
are expected to continue to be available in 1998.
      
                              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.
      
      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.

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      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.


                                SPECIALTY CHEMICALS
                                          
      The Specialty Chemicals Division consists of Wynn Oil Company and its
subsidiaries ("Wynn Oil").  During 1997, net sales at Wynn Oil were
$152,687,000, or 48% of the Company's total net sales, as compared to
$148,018,000 and 51% for 1996.  The operating profit of the division during 1997
was $19,490,000, or 42% of the Company's total operating profit, compared with
$15,627,000 and 40% for 1996.  See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Business Segment and
Geographical Information" on pages 17 through 21 and 33 through 35,
respectively, of the 1997 Annual Report, which are hereby incorporated by
reference.  See also "Other Factors Affecting the Business" on page 6 below.

PRODUCTS

      Wynn Oil develops, manufactures and markets a wide variety of specialty
chemical car care and industrial products and related service programs.  These
products include professional chemical products, programs and equipment for
automobile service technicians and automobile chemical products for consumers. 
Wynn Oil's premium product line is the Wynn's Product Warranty program.  Wynn
Oil also sells chemical products for metalworking and machining operations.
      
      Wynn Oil formulates its products to provide preventive or corrective
maintenance for various parts of an automobile, including the engine,
transmission, steering system, fuel system, differential, cooling system and
certain other parts.  Wynn Oil also manufactures equipment designed to work with
Wynn Oil chemical products to assist automobile service technicians with routine
tasks, such as flushing cooling and transmission systems.  For example, the
patented DU-ALL machine is a portable machine used with Wynn's chemicals to
flush and refill antifreeze in a vehicle and to recycle the used antifreeze. 
The DU-ALL system has been approved by General Motors, Ford, Chrysler and
Hyundai.  The TRANSERVE and TRANSERVE II automatic transmission flush systems
are portable machines used with Wynn Oil chemicals to flush, refill and treat
the transmission fluid in a vehicle.
      
      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 

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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 (i) treats the vehicle 
as directed, (ii) specified components of the vehicle are damaged during the 
warranty period, and (iii) the 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" on page 6 below.
      
DISTRIBUTION

      Wynn Oil's car care products are sold in the United States and in
approximately 100 foreign countries.  See "Foreign Operations" on page 12 below.
      
      Wynn Oil distributes its products through a wide range of distribution
channels.  Domestically, Wynn Oil distributes its products primarily through
independent distributors and sales representatives.  Wynn Oil also uses internal
sales management to sell and distribute 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 increasing 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 certain European countries, North
Africa, the Middle East and the former republics of the USSR.  See "Other
Factors Affecting the Business" on page 6 below.
      
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 and/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 uses a large number of chemicals to produce 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 1997 and is
expected to continue to be available for the foreseeable future.

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                        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 vehicle manufacturer (also known as
"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
price changes.  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 1997, Precision invested approximately $9.8 million in new
production equipment and facilities, which expanded its production capacity
primarily at its Lebanon, Tennessee and Virginia facilities.  See "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
pages 17 through 21 of the 1997 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, service
equipment 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 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.
      
      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 1997.  No other customer represented more than 10% of
total net sales of the Company in 1997.

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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.  On occasion, it has elected not to 
sell the Wynn's Product Warranty program in certain jurisdictions.  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, 1997, the Company had recorded consolidated accrued reserves of 
approximately $9.2 million relating to environmental matters.  In 
establishing such reserves, the Company evaluates the nature and extent of 
the underlying contamination to the extent known for each matter, 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 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 10 of "Notes 
to Consolidated Financial Statements" on page 31 of the 1997 Annual Report, 
which is hereby incorporated by reference.
      
      All potentially significant environmental matters presently known to 
the Company are described below.

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          (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 million to $5 million in annual operating costs.
          
          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
     substantially.  This conclusion 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.
          
          On May 15, 1997, the EPA issued Special Notice letters to nineteen
     companies and entities, including Wynn Oil, with respect to the BPOU.  The
     Special Notice letters initiated an administrative process in which the
     recipients were given sixty days to submit a good faith offer to undertake
     the requested work and another sixty days to reach agreement with the EPA
     as to the terms of a consent decree.  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.
          
          In early June 1997 pursuant to a newly developed test method,
     perchlorates were detected in certain groundwater wells in the BPOU in
     excess of the State of California provisional action level of 18 parts per
     billion.  Perchlorates are ions of ammonium perchlorate or potassium
     perchlorate, which are most commonly associated with the manufacturing of
     solid rocket fuel, fireworks and explosives. It is unclear whether any
     present treatment technology can practicably remove perchlorate to the
     State provisional action level.
          
          In response to issues arising from the discovery of perchlorate in
     certain BPOU groundwater wells, the BPOU Steering Committee has requested a
     series of extensions to the due date for submission of a good faith offer
     pursuant to the Special Notice process.  The EPA has 

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     extended the deadline for submission of a good faith offer to April 30,
     1998 and is expected to provide one additional extension to allow
     perchlorate treatability studies to be completed.
          
          The Steering Committee had begun the process of allocating among its
     members the cost for implementing the Consensus Plan, but deferred further
     negotiation following the discovery of perchlorate in the BPOU groundwater
     in June 1997.  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 ultimately will be adopted and that a consensual
     allocation will be reached among the BPOU Steering Committee members.  
          
          (b)  The California Regional Water Quality Control Board-Los Angeles
     Region (the "RWQCB") sent letters to Wynn Oil and certain other facilities
     in the BPOU 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 August
     1997, Wynn Oil received a letter from the RWQCB which did not dispute Wynn
     Oil's response with respect to remediation of the shallow vadose zone at
     the Azusa Facility. The RWQCB asked for additional monitoring well data
     before reaching a conclusion as to the deep soil vapor at the Azusa
     Facility.  Representatives of Wynn Oil subsequently have met with
     representatives of the RWQCB to discuss the issue further.  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 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 Defendants were served
     with the lawsuit in June 1995, the parties filed various cross-claims and
     counterclaims against each other.  Subsequent to the filing of the
     responsive pleadings, the Property Owner and the Wynn 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 two rounds of 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

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     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 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 submitted a report to the
     TNRCC recommending a remedial action plan for the site and met with the
     TNRCC to receive their comments.  Shortly thereafter, Wynn's Climate
     Systems submitted a revised plan and is awaiting final approval of the plan
     from the TNRCC.
          
          (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
     1997.  As of March 1998, 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 10 of "Notes to
Consolidated Financial Statements" on page 31 of the 1997 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) the identification or discovery of new contaminants of
concern, (vi) development of new or additional remedial technologies, (vii) 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,
(viii) the ability of other potentially responsible parties, if any, to pay
their respective shares, and (ix) any insurance recoveries.  Results actually
achieved thus may differ materially from expected results included in these and
any other forward looking statements contained herein.

                                      10

<PAGE>

FOREIGN CURRENCY FLUCTUATIONS

      In 1997, the United States dollar generally increased in value compared to
1996 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 1996.  In 1997, the
Equity Adjustment from Foreign Currency Translation account on the Consolidated
Balance Sheet decreased by $3,048,000, which caused a corresponding decrease in
Total Stockholders' Equity.  See "Foreign Operations" on page 12 below.


PATENTS AND TRADEMARKS

     The majority of the Specialty Chemicals Division's products are sold under
the WYNN'S and WYNN'S PRODUCT WARRANTY trademarks.  The Company has registered
these and its other important trademarks in the relevant jurisdictions.  The
Company knows of no material pending or threatened challenges to its trademarks.
See "Item 3 - Legal Proceedings" on page 17 below for a discussion of a lawsuit
filed by Wynn Oil against an infringer on one of its trademarks.  

      The Company also holds a number of patents that are used in the operation
of its businesses.  The Company is not aware of any pending or threatened
challenges to any of its patents which could have a material adverse effect on
the Company's business or results of operations.

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, Kentucky 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,
Kentucky 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 meet the
needs of 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 1997,
1996 and 1995:

<TABLE>
<CAPTION>
                                              1997         1996        1995
                                         ------------ ------------ ------------
<S>                                      <C>          <C>          <C>
Total Sales Outside the United States:   $120,201,000 $113,609,000 $101,389,000
   Percent of Net Sales                      37.5%        39.4%        38.6%
     Sales by Foreign Subsidiaries        $96,184,000  $93,949,000  $91,946,000
        Percent of Net Sales                 30.0%        32.6%        35.0%
     Export Sales by Domestic             
      Subsidiaries                        $24,017,000  $19,660,000   $9,443,000
        Percent of Net Sales                  7.5%         6.8%         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 13 of "Notes to 
Consolidated Financial Statements" on page 28 and 33 through 35, 
respectively, of the 1997 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, 1997, the Company had 2,073 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 and the Company
expects to be able to reach a new collective bargaining agreement with the
union.
      
      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 recently concluded negotiations with the union for a new collective
bargaining agreement, which the employees approved.  The collective bargaining
agreement will expire in March 2001.
      
      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>
<CAPTION>
                                                          Executive
                                                        Officer Since     Age
                                                        -------------     ---
<S>                   <C>                               <C>               <C>
James Carroll         Chairman of the Board and Chief        1988          68
                      Executive Officer

John W. Huber         President and Chief Operating          1996          54
                      Officer

Seymour A. Schlosser  Vice President-Finance and Chief       1989          52
                      Financial Officer

Gregg M. Gibbons      Vice President-Corporate Affairs       1986          45
                      and General Counsel
</TABLE>

      The principal occupations of Messrs. Carroll, Schlosser and Gibbons for 
the past five years have been their current respective positions with the 
Company.  In addition, Mr. Gibbons was Secretary of the Company until 
December 1997.  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 12, 1998:

<TABLE>
<CAPTION>
                                                                      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             2003           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

      Lebanon, Tennessee                           Fee                   2,650              --            Manufacturing

      Livingston, Tennessee                        Fee                  33,000              --            Manufacturing

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

      Springfield, Kentucky                        Fee                  80,000              --            Manufacturing,
                                                                                                          Warehouse,
                                                                                                          Administrative

      Rancho Cucamonga, California                Lease                  2,880             1999           Warehouse

      Elgin, Illinois                             Lease                  4,762             1998           Warehouse

      Peoria, Illinois                            Lease                 10,000             2000           Warehouse

      Indianapolis, Indiana                       Lease                  1,800             2001           Warehouse

      Lenexa, Kansas                              Lease                  2,089             1998           Warehouse

      Bloomfield Hills, Michigan                  Lease                  3,050             2002           Administrative

                                      14

<PAGE>

<CAPTION>
                                                                       Square          If Lease,
                                               Held in Fee             Footage          Year of
                 Location                      or by Lease          (Approximate)     Termination        Present Use
                 --------                      -----------          -------------     -----------        -----------
 <S>                                           <C>                  <C>               <C>                <C>
      Wyoming, Michigan                           Lease                  2,000           2000             Warehouse

      Golden Valley, Minnesota                    Lease                  3,800           1999             Warehouse

      West Seneca, New York                       Lease                  2,934           2000             Warehouse

      Charlotte, North Carolina                   Lease                  3,675           1999             Warehouse

      Dayton, Ohio                                Lease                  6,193           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-Month      Warehouse,
                                                                                                        Administrative


 DYNAMIC SEALS, INC.

      Lynchburg, Virginia                          Fee                 129,000            --            Manufacturing,
                                                                                                        Warehouse,
                                                                                                        Administrative

      Houston, Texas                              Lease                 14,000           2000           Manufacturing,
                                                                                                        Warehouse,
                                                                                                        Administrative

      Houston, Texas                              Lease                 14,000           2000           Warehouse
                                                                                                        

                                      15

<PAGE>

<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           1998           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           2002           Service Center

      Reading, Berkshire, England                 Lease                  3,154           2004           Administrative

      Strasbourg, France                          Lease                    557           1999           Administrative

      Paris, France                               Lease                  9,513           2001           Administrative

      Cestas, France                              Lease                 18,669           1999           Warehouse,
                                                                                                        Administrative

      Lyon, France                                Lease                    465           2000           Administrative

                                      16

<PAGE>

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

      Abbeville, France                           Lease                    660           1998           Administrative

      Thiers, France                              Lease                    465           1998           Administrative

      Toulouse, France                            Lease                    485           1998           Administrative

      Ratingen, Germany                           Lease                  1,808           1999           Administrative

      Chennai, India                              Lease                 13,123      Month-to Month      Manufacturing,
                                                                                                        Warehouse,
                                                                                                        Administrative

      Mexico City, Mexico                         Lease                  2,500           1998           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-Month      Administrative
</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 1998 and 1999, 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 10 of "Notes to
Consolidated Financial Statements" on page 31 of the 1997 Annual Report, which
is hereby incorporated by reference.

      In late July 1997, a lawsuit captioned KRISTIN SANTAMARIA V. SUBURBAN
WATER SYSTEMS, INC., ET. AL. (Superior Court of California for the County of Los
Angeles, Case No. KC 025-995) was filed by approximately one hundred persons
against five water producers and the nineteen companies and entities (including
Wynn Oil) which received the May 15, 1997 Special Notice letters from the EPA
with respect to the BPOU.  In February 1998, a second amended complaint was
filed naming approximately 350 plaintiffs and two additional water producers as
defendants.  The lawsuit alleges that the plaintiffs received contaminated
drinking water and suffered personal injury and property damage as a consequence
thereof.  The plaintiffs are seeking an unspecified amount of compensatory and
punitive 

                                      17

<PAGE>

damages and other relief.  The Company received service of process on March 
17, 1998 and intends to defend the action vigorously.

      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 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.  To date, Wynn Oil has received from the trustees for the
bankruptcy estates interim distributions of approximately $530,000 which reduced
the balance of the uncollected judgment to approximately $1.9 million.  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 balance of the uncollected 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 1997.

                                          
                                      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: 1997-1996" on page 37 of the 1997 Annual Report and "Number of
Stockholders" and "Stock Exchange Listing" on page 37 of the 1997 Annual Report
is hereby incorporated by reference.
      
      On February 11, 1998, the Board of Directors of Registrant declared a cash
dividend of $0.06 per share payable March 31, 1998 to stockholders of record on
March 12, 1998.
      
      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.

                                      18

<PAGE>

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


ITEM 6.   SELECTED FINANCIAL DATA

      Incorporated by reference from page 16 of the 1997 Annual Report.


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

      Incorporated by reference from the 1997 Annual Report, pages 17 through
21.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      Registrant does not own any market risk sensitive instruments.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      Consolidated financial statements of Registrant at December 31, 1997 and
1996 and for each of the three years in the period ended December 31, 1997
(including unaudited supplementary data) and the report of independent auditors
thereon are incorporated by reference from the 1997 Annual Report, pages 21
through 36.


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 on Registrant's directors appearing on pages 7 and 8, and
the information appearing under "Section 16(a) Beneficial Ownership Reporting
Compliance" on page 15 of Registrant's definitive proxy statement for the Annual
Meeting of Stockholders to be held on April 29, 1998 ("Registrant's 1998 Proxy
Statement") is hereby incorporated by reference.  Information regarding
Registrant's executive officers is provided on page 13 of this report.

                                      19

<PAGE>

ITEM 11.  EXECUTIVE COMPENSATION

      The information appearing under "Board of Directors and Committees of the
Board--Compensation of Directors" on page 9 and "Executive Compensation" on
pages 12 through 15 of Registrant's 1998 Proxy Statement is hereby 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 10 and 11 of Registrant's 1998 Proxy Statement
is hereby incorporated by reference.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The information appearing under "Board of Directors and Committees of the
Board--Certain Relationships and Related Transactions" on page 9 of Registrant's
1998 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)  No Reports on Form 8-K were filed by Registrant during the last
          quarter of 1997.

                                      20

<PAGE>

                             WYNN'S INTERNATIONAL, INC.
                                          
               INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT
                SCHEDULES COVERED BY REPORT OF INDEPENDENT AUDITORS
                                          
                                    (ITEM 14(a))

<TABLE>
<CAPTION>
                                                             Page References
                                                         ----------------------
                                                                    1997 Annual
                                                         Form 10-K     Report
                                                         ---------  -----------
<S>                                                      <C>        <C>
Consolidated Statements of Income for each of the
 three years in the period ended December 31, 1997........               22

Consolidated Balance Sheets at December 31, 1997 and 1996.               23

Consolidated Statements of Stockholders' Equity for each
 of the three years in the period ended December 31, 1997.               24

Consolidated Statements of Cash Flows for each of the
 three years in the period ended December 31, 1997........               25

Notes to Consolidated Financial Statements................             26 - 36

Consolidated schedule for each of the three years in 
 the period ended December 31, 1997:

  VIII - Valuation and Qualifying Accounts................  F-2
</TABLE>


       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 1997 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 1997 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, 1997
                                          

<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>
      1997             $870,000       $307,000        $(218,000)      $    --         $959,000
                      ----------    ----------       ----------       --------      -----------
                      ----------    ----------       ----------       --------      -----------

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

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


</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 26, 
1998.

                                       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 26, 1998                         By             JAMES CARROLL
                                          ------------------------------------
                                                      James Carroll
                                                 Chairman of the Board
                                                Chief Executive Officer
                                                         Director


March 26, 1998                         By         SEYMOUR A. SCHLOSSER
                                          ------------------------------------
                                                  Seymour A. Schlosser
                                                 Vice President-Finance
                                                (Principal Financial and
                                                   Accounting Officer)


                                     II-1

<PAGE>

    DATE
    ----
March 26, 1998                         By          WESLEY E. BELLWOOD
                                          ------------------------------------
                                                   Wesley E. Bellwood
                                               Director/Chairman Emeritus


March 26, 1998                         By              BARTON BEEK
                                          ------------------------------------
                                                       Barton Beek
                                                        Director


March 26, 1998                         By           BRYAN L. HERRMANN
                                          ------------------------------------
                                                    Bryan L. Herrmann
                                                        Director


March 26, 1998                         By          ROBERT H. HOOD, JR.
                                          ------------------------------------
                                                   Robert H. Hood, Jr.
                                                        Director


March 26, 1998                         By          RICHARD L. NELSON
                                          ------------------------------------
                                                   Richard L. Nelson
                                                        Director


March 26, 1998                         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  (incorporated  herein by
          reference to Exhibit 3.3 to Registrant's Report on Form 10-K for
          the fiscal year ended December 31, 1996)

 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)

 4.3      Letter  Agreement,  dated March 24, 1997, between Registrant and
          ChaseMellon  Shareholder  Services,  L.L.C.  as  succesor Rights
          Agent, amending the Shareholder Rights Agreement

10.1      Employment  Agreement,  dated  December  10,  1997,  between
          Registrant and James Carroll

10.2      Employment  Agreement,  dated  December  11,  1996,  between
          Registrant  and  John W. Huber (incorporated herein by reference
          to  Exhibit  10.2  to  Registrant's  Report on Form 10-K for the
          fiscal year ended December 31, 1996)

                                     II-3

<PAGE>


 Exhibit
  Number                             Description
 -------                             -----------
10.3     Employment  Agreement, dated January 1, 1997, between Registrant
         and  Seymour  A.  Schlosser (incorporated herein by reference to
         Exhibit  10.3 to Registrant's Report on Form 10-K for the fiscal
         year ended December 31, 1996)

10.4     Employment  Agreement, dated January 1, 1997, between Registrant
         and  Gregg  M.  Gibbons  (incorporated  herein  by  reference to
         Exhibit  10.4 to Registrant's Report on Form 10-K for the fiscal
         year ended December 31, 1996)

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)

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)

10.8     Amendment  No.  1  to  Wynn's  International,  Inc.  Stock-Based
         Incentive  Award  Plan  (incorporated  herein  by  reference  to
         Exhibit 28.2 to Registrant's Registration Statement on Form S-8,
         Registration No. 33-64090)

10.9     Amendment  1996-1  to  Wynn's  International,  Inc.  Stock-Based
         Incentive  Award  Plan  (incorporated  herein  by  reference  to
         Exhibit  10.8 to Registrant's Report on Form 10-K for the fiscal
         year ended December 31, 1996)

10.10    Amendment  1997-1  to  Wynn's  International,  Inc.  Stock-Based
         Incentive  Award  Plan  (incorporated  herein  by  reference  to
         Exhibit  4.4 to Registrant's Registration Statement on Form S-8,
         Registration No. 333-39045)

10.11    Wynn's  International,  Inc. 1998 Corporate Management Incentive
         Plan

                                     II-4

<PAGE>

 Exhibit
  Number                             Description
 -------                             -----------
10.12    Executive  Deferred  Compensation  Agreement, dated February 18,
         1997,  between Registrant and James Carroll (incorporated herein
         by reference to Exhibit 10.10 to Registrant's Report on Form 10-
         K for the fiscal year ended December 31, 1996)

10.13    First  Amendment  to  Executive Deferred Compensation Agreement,
         dated December 1, 1997, between Registrant and James Carroll

10.14    Second  Amendment  to Executive Deferred Compensation Agreement,
         dated February 26, 1998, between Registrant and James Carroll

10.15    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)

10.16    Form  of  Indemnification  Agreement  between  Registrant and an
         officer  of  Registrant  (incorporated  herein  by  reference to
         Exhibit 10.12 to Registrant's Report on Form 10-K for the fiscal
         year ended December 31, 1996)

10.17    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)

10.18    Amendment  1996-1  to  Wynn's  International,  Inc. Non-Employee
         Directors'  Stock  Option Plan (incorporated herein by reference
         to  Exhibit  10.14  to  Registrant's Report on Form 10-K for the
         fiscal year ended December 31, 1996)

10.19    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 - Basic and Assuming
         Dilution

                                     II-5

<PAGE>

 Exhibit
  Number                             Description
 -------                             -----------
13       Portions  of  Registrant's Annual Report to Stockholders for the
         fiscal  year  ended  December  31, 1997 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

27.1     Financial Data Schedule for Fiscal Year ended December 31, 1997

27.2     Financial Data Schedule for Fiscal Years ended December 31, 1995
         and  1996, and the three, six and nine month periods ended March
         31, 1996, June 30, 1996 and September 30, 1996, respectively

27.3     Financial  Data  Schedule  for  the  three,  six  and nine month
         periods  ended  March  31, 1997, June 30, 1997 and September 30,
         1997, respectively

                                     II-6