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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 [FEE REQUIRED] for the fiscal year ended DECEMBER 31, 1995;
       or

[   ]  Transition report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934 [NO FEE REQUIRED] 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                                   92668
(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 $198,501,267 as of March 13, 1996.  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 13, 1996, Registrant had 9,082,398 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, 1995.  Part III incorporates
information by reference from the Proxy Statement for the Annual Meeting of
Stockholders to be held on May 8, 1996.

     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 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 and automotive air 
conditioning systems and components.  The Company also formulates, produces 
and sells specialty chemical products and automotive service equipment and 
distributes, primarily in southern California, locks and hardware products 
manufactured by others.

         O-rings and other molded polymer products are marketed under the 
trade name "Wynn's-Precision."  Air conditioning systems for the automotive 
aftermarket are marketed by the Company under the trademark 
FROSTEMP-Registered Trademark- and installation centers are operated under 
the trademarks MAXAIR-Registered Trademark- and FROSTEMP-Registered 
Trademark-.  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-, DU-ALL-Registered Trademark- and TRANSERVE-TM-.

         The Company's executive offices are located at 500 North State 
College Boulevard, Suite 700, Orange, California 92668.  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 three industry segments:  
Automotive Components; Specialty Chemicals; and Builders Hardware.  Financial 
information relating to the Company's business segments for the five years 
ended December 31, 1995 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, 1995 (the "1995 
Annual Report").

                       AUTOMOTIVE COMPONENTS

         The Automotive Components Division consists of Wynn's-Precision, 
Inc. ("Precision") and Wynn's Climate Systems, Inc. ("Wynn's Climate 
Systems").  During 1995, sales of the Automotive Components Division were 
$166,012,000, or 55% of the Company's total net sales, as compared with 
$176,346,000 and 60% in 1994.  The operating profit of the division in 1995 
was $19,872,000, or 61% of the Company's total operating profit, as compared 
with $18,566,000 and 65% in 1994.  See "Management's Discussion and Analysis 
of Financial Condition and Results of Operations" and "Business Segment and 
Geographical Information" on pages 16 through 19 and 29 through 31, 
respectively, of the 1995 Annual Report, which are hereby incorporated by 
reference.  See also "Other Factors Affecting the Business."





<PAGE>


                         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 and Texas.  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, 
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 facilities.  In 
1995, Precision continued to invest in new production equipment, which 
expanded production capacity primarily at Precision's Lebanon, Tennessee and 
Virginia facilities.

         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 1995 and 
are expected to continue to be available in 1996.





                               2



<PAGE>

                          WYNN'S CLIMATE SYSTEMS, INC.
            (AUTOMOTIVE AIR CONDITIONING SYSTEMS AND COMPONENTS)

PRODUCTS AND SERVICES

         Wynn's Climate Systems designs, manufactures and markets automotive 
air conditioning systems and components for both automotive OEMs and the 
automotive aftermarket.  The components include condensers, evaporator coils, 
injection-molded and vacuum-formed plastic parts, steel brackets, adapter 
kits and hose and tube assemblies.  In 1994, Wynn's Climate Systems also 
manufactured and sold refrigerant recovery and recycling equipment ("A/C-R 
Equipment").  In January 1995, Wynn's Climate Systems sold substantially all 
of its inventory of A/C-R Equipment and discontinued the manufacture of such 
equipment in April 1995.  Wynn's Climate Systems also operates ten 
installation centers in Arizona, California, Colorado and North Carolina that 
install air conditioners and accessories for automobile dealers and retail 
customers.

DISTRIBUTION

         Wynn's Climate Systems sells its air conditioning components to OEM 
customers and distributors.  It sells 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 sells air conditioning systems and accessories to 
automobile dealers and retail customers.

PRODUCTION

         Wynn's Climate Systems manufactures its products in its 185,000 
square foot facility located in Fort Worth, Texas.  Wynn's Climate Systems 
manufactures many of the components that it uses in the production of its air 
conditioning systems.  Outside vendors supply certain finished components 
such as compressors, accumulators and receiver/dryers.  Adequate supplies of 
raw materials and components provided by outside vendors are available at 
present and are expected to continue to be available for the foreseeable 
future.


                          SPECIALTY CHEMICALS

         The Specialty Chemicals Division consists of Wynn Oil Company and 
its subsidiaries ("Wynn Oil").  During 1995, net sales at Wynn Oil were 
$132,173,000, or 43% of the Company's total net sales, as compared to 
$110,867,000 and 38% for 1994.  The operating profit of the division during 
1995 was $12,426,000, or 38% of the Company's total operating profit, 
compared with $9,564,000 and 34% for 1994.  See "Management's Discussion and 
Analysis of Financial Condition and Results of Operations" and "Business 
Segment and Geographical Information" on pages 16 through 19 and 29 through 
31, respectively, of the 1995 Annual Report, which are hereby incorporated by 
reference.  See also "Other Factors Affecting the Business."




                                    3

<PAGE>


PRODUCTS

         The principal business of Wynn Oil is the development, manufacture 
and marketing of a wide variety of specialty chemical car care products and 
related service programs under the WYNN'S-Registered Trademark- and  
X-TEND-Registered Trademark- trademarks.  Wynn Oil's car care products 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 industrial specialty chemical products, including 
forging compounds, lubricants, cutting fluids and multipurpose coolants for 
precision metal forming and machining operations.  Wynn Oil also manufactures 
the patented DU-ALL-Registered Trademark- antifreeze power drain and fill and 
recycling system, which 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 and Chrysler.  In December 1995, Wynn Oil launched the sale 
of its TRANSERVE-TM- transmission flush and fill system, which is a portable 
machine used in conjunction with proprietary chemicals to flush and refill 
the transmission fluid in a vehicle. Wynn Oil also sells its WYNN'S EMISSION 
CONTROL-Registered Trademark- product, a patented organic fuel combustion 
catalyst for spark ignition and diesel engines which helps reduce exhaust 
emissions and improve fuel economy.

         Wynn Oil also markets the WYNN'S PRODUCT WARRANTY-Registered 
Trademark- program, which, in general, consists of kits containing a 
specially formulated line of automotive additive products, accompanied by a 
special product warranty.  The warranty kits are sold through distributors, 
sales representatives and automobile dealers primarily to purchasers of used 
automobiles.  The Wynn's Product Warranty program provides reimbursement of 
the costs of certain parts and labor and, in some instances, the costs of 
towing and a rental car, incurred by vehicle owners who use the special 
products to treat their vehicles in accordance with the terms and conditions 
of the warranty and who experience certain types of damage which the special 
products are designed to help prevent.  See "Other Factors Affecting the 
Business."

DISTRIBUTION

         Wynn Oil's car care products are sold in the United States and in 
approximately 90 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 mass merchandisers and chain stores. 
Wynn Oil also uses internal sales management in the sale and distribution of 
its products.  Foreign sales are made principally through wholly-owned 
subsidiaries, which sell primarily through independent distributors or 
manufacturers' representative organizations, with a direct sales force in 
France.  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."




                              4

<PAGE>

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 1995 and is expected to continue to be available for the 
foreseeable future.


                            BUILDERS HARDWARE

         The Builders Hardware Division consists of Robert Skeels & Company 
("Skeels"), a wholesale distributor of builders hardware products, including 
lock sets and locksmith supplies. During 1995, Skeels' net sales were 
$5,602,000, or 2% of the Company's total net sales, as compared with 
$5,438,000 and 2% for 1994.  The operating profit of the division during 1995 
was $297,000, or 1% of the Company's total operating profit, compared with 
$392,000 and 1% for 1994. See "Management's Discussion and Analysis of 
Financial Condition and Results of Operations" and "Business Segment and 
Geographical Information" on pages 16 through 19 and 29 through 31, 
respectively, of the 1995 Annual Report, which are hereby incorporated by 
reference.

         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.


                    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




                                   5


<PAGE>

resources greater than those of the Company.  Sales by the Automotive 
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 1995, Precision invested 
approximately $5 million in new production equipment, 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." 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.

         Wynn's Climate Systems has a number of competitors that manufacture 
air conditioning systems and components, some of which competitors are 
substantially larger than Wynn's Climate Systems.  Automotive air 
conditioning manufacturers compete in the areas of price, service, warranty 
and product performance.  Wynn's Climate Systems' focus is to manufacture 
high quality products.  Over time there has been a gradual increase in the 
number of air conditioning systems installed on the automotive factory line.  
The increase in the number of factory-installed systems has reduced the size 
of the market for aftermarket sales.

         Competition with respect to Wynn Oil's specialty chemical 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 been approved by General Motors 
and Chrysler.  Similarly, Wynn Oil's TRANSERVE-TM- transmission fluid flush 
and fill equipment and chemicals compete against other transmission flush 
equipment.  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 1995.  No other customer represented more than 
10% of total net sales of the Company in 1995.

GOVERNMENT REGULATIONS

         The number of governmental rules and regulations affecting the 
Company's business and products continues to increase.




                                   6

<PAGE>

         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 insurance regulators as to whether the 
product warranty that accompanies the kit is in the nature of insurance.  
Wynn Oil attempts to resolve these questions to the satisfaction of each 
state insurance 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 have 
become an increasingly important element of Wynn Oil's domestic business.

ENVIRONMENTAL MATTERS

         The Company has used various substances in its past and present 
manufacturing operations which have been or may be deemed to be hazardous, 
and the extent of its potential liability, if any, under applicable 
environmental statutes, rules, regulations and case law is unclear.  Under 
the Comprehensive Environmental Response, Compensation and Liability Act, as 
amended ("CERCLA"), a responsible party may be jointly liable for the entire 
cost of remediating contaminated property even if it contributed only a small 
portion of the total contamination.  At December 31, 1995, the Company had 
consolidated accrued reserves of approximately $4.8 million relating to 
environmental matters.  Although the effect of resolution of environmental 
matters on results of operations cannot be predicted, the Company believes, 
based on information presently known to the Company, that any liability that 
may result from environmental matters in excess of accrued reserves should 
not materially affect the Company's financial position or annual results of 
operations or cash flows.  See Note 11 of "Notes to Consolidated Financial 
Statements" on page 28 of the 1995 Annual Report, which is hereby 
incorporated by reference.

         All potentially significant environmental matters presently known to 
the Company are described below.

             (a)  In 1988, the Los Angeles County Department of Health Services
        (the "LADHS") directed Wynn Oil to conduct a site assessment of the Wynn
        Oil manufacturing facility in Azusa, California (the "Azusa Facility").
        In April 1989, regulatory jurisdiction over this matter was transferred
        from the LADHS to the California Regional Water Quality Control Board-
        Los Angeles Region (the "RWQCB").  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.  The EPA letter included
        an information request pursuant to Section 104(e) of CERCLA to which
        Wynn Oil responded within the specified time period.

             Since October 1989, Wynn Oil and its consultants have been working
        with representatives of the RWQCB to conduct a comprehensive site
        assessment of the Azusa Facility.  In January 1992, at the request of
        the EPA and the RWQCB, Wynn Oil agreed to expand the scope of its
        investigation of the Azusa Facility to include three soil gas monitoring
        wells and one groundwater monitoring well.  The monitoring wells were
        installed in 1992, and the results of ongoing sampling have been
        reported to the RWQCB.  In the fall of 1993, the


                                    7

<PAGE>

        RWQCB requested Wynn Oil to install a groundwater monitoring well
        located upgradient of the existing Azusa Facility well.  Wynn Oil
        reached agreement with another PRP located on an approximately
        upgradient property.  The agreement provided for this PRP to install
        the groundwater monitoring well on its property and for Wynn Oil to
        share the costs of installation.  The well was installed, and the RWQCB
        has accepted this well as meeting its request for Wynn Oil to install a
        well upgradient of the Azusa Facility.  Wynn Oil continues to monitor
        the well located at the Azusa Facility in accordance with RWQCB
        requirements.  During 1995, 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.  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.

             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.  The Azusa Facility is located within the BPOU.
        In the ROD, the EPA selected an interim groundwater remedial action (the
        "Interim Remedial Action") for the BPOU that is estimated to cost in the
        range of $100 to $120 million.  Wynn Oil has joined with approximately
        ten other companies, each of which has been identified as a PRP in EPA
        General Notice letters, to form the BPOU Steering Committee ("Steering
        Committee").  The Steering Committee has been negotiating with several
        local, state and federal entities regarding implementation of the ROD
        with partial funding from the Metropolitan Water District Groundwater
        Recovery Program and funds from the federal Bureau of Reclamation
        available for conjunctive use projects in the San Gabriel Basin.  This
        approach is generally known as the "Consensus Plan."  If agreement is
        reached among these entities, the PRP costs of implementing the ROD
        reportedly could be reduced to approximately $35 million, excluding any
        of EPA's past costs.  However, no assurance can be given that such
        agreements will be reached or the Consensus Plan will be implemented.

             In January 1995, the EPA issued "pre-Special Notice" letters to
        sixteen companies, including Wynn Oil, requesting them to install up to
        ten regional monitoring wells and complete other pre-design work needed
        before the remedy can be implemented (the "Pre-Design Work").  The
        Steering Committee members have funded the costs of the Pre-Design Work
        on an interim basis subject to reallocation among all of the PRPs which
        ultimately share the costs of implementing the ROD.  The cost of the
        Pre-Design Work paid by the Steering Committee members was approximately
        $2 million.  In recognition of the Steering Committee's commitment to
        perform the Pre-Design Work, the EPA has deferred issuance of Special
        Notice letters for implementation of the ROD.  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.

             The Steering Committee has begun the process of allocating among
        its members the cost for implementing the ROD.  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, Registrant has assumed


                                     8

<PAGE>

        that the total PRP costs of implementing the ROD plus the Steering
        Committee's share of EPA's past costs, if any, will be in the range of
        $30 to $40 million.

             (b)  In February 1992, an inactive subsidiary of the Company
        received a letter from the then lessee (the "Lessee") of a parcel of 
        real property in Compton, California formerly leased by the subsidiary.
        The letter stated that the Lessee had discovered soil contamination at
        the site and asserted that the subsidiary may be liable for the cost of
        clean-up.  The letter stated that the Lessee was investigating the 
        nature and extent of the soil contamination.  In July 1993, the Company
        received a letter from the owner of the real property (the "Property
        Owner") stating that the Property Owner had asserted a claim against the
        Lessee to pay the cost of remediation and that the Property Owner may
        assert a claim against the Company.  In February 1995, the Property
        Owner filed a lawsuit in federal court against the Lessee and its
        principal, the inactive subsidiary, Wynn's International, Inc. and Wynn
        Oil.  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 property.
        After the Wynn's parties were served with the lawsuit in June 1995, the
        parties filed various cross claims and counter claims against each
        other.  In September 1995, all parties met to review the possibility of
        an early settlement.  As a result of this meeting, the Wynn's parties
        and the Property Owner agreed to fund equally a joint investigation of
        the site, with each party being responsible for half of the cost of the
        investigation.  In exchange, the Property Owner stayed the litigation
        pending completion of the joint investigation.  As of March 13, 1996,
        the Company had not received the results of the investigation.  The
        Company does not know the extent of the contamination or the estimated
        cost of cleanup at this site.

             (c)   In January 1991, Wynn's Climate Systems received a letter
        from the Texas Natural Resources 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.  Wynn's Climate
        Systems submitted a copy of the report of its consultants 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. Wynn's Climate Systems
        also voluntarily conducted additional investigation activities at this
        facility.  Wynn's Climate Systems ceased leasing this facility at the
        end of 1994.  Since the expiration of the lease, Wynn's Climate Systems
        has been attempting to obtain written consent from the property owner to
        gain access to the facility for purposes of continuing the additional
        investigation.  As of March 13, 1996, Wynn's Climate Systems had not yet
        obtained such consent and had so informed the TNRCC.

             (d)   In May 1989, Wynn's Climate Systems received notice that it
        had been identified as a generator of hazardous waste that had been
        shipped to the Chemical Recycling, Inc. ("CRI") site in Wylie, Texas
        (the "CRI Site") for treatment.  CRI was engaged in the business of


                                      9

<PAGE>

        recycling and reclaiming spent solvents and other hazardous wastes at
        the CRI Site until it ceased operations in February 1989. Wynn's Climate
        Systems is one of approximately 100 hazardous waste generators that have
        been identified as potentially responsible parties for the CRI Site.  A
        PRP Steering Committee (the "Committee") was formed to negotiate with
        the EPA on behalf of its members an agreement to take remedial measures
        voluntarily at the CRI Site.  As of March 1996, approximately 85 PRPs,
        including Wynn's Climate Systems, had agreed to participate in the
        Committee for the CRI Site.  PRPs that have agreed to participate in
        the Committee 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 Committee.  No significant developments occurred in
        1995.  As of March 1996, Wynn's Climate Systems' proportionate share of
        the total volume of waste contributed to the CRI Site by 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 28 of the 1995 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 PRP costs of
        implementing the ROD and the amount of EPA past costs required to be
        paid by the PRPs, (vi) the ability of other 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 1995, the United States dollar generally decreased in value 
compared to 1994 in the currencies of most countries in which the Company 
does business.  This decrease in the value of the U.S. dollar caused 
aggregate foreign sales and operating profit to be translated into higher 
dollar values than what would have been reported if exchange rates had 
remained the same as in 1994.  In 1995, the Equity Adjustment from Foreign 
Currency Translation account on the Consolidated Balance Sheet increased by 
$1,068,000, which caused a corresponding increase 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.  There is no known challenge to the 
Company's rights under any material patents or material trademarks.  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 February 1994, the 
court awarded Wynn Oil $2.0 million in damages.  Additionally, in May 1994, 
the court awarded Wynn Oil approximately $1.2 million in prejudgment interest 
and attorneys' fees.  Defendants filed a timely appeal of the District Court 
ruling to the United States Court of Appeals for the Sixth Circuit, but did 
not file the required bond to stay execution of the judgment.  Prior to Wynn 
Oil executing upon the defendants' assets, the defendants filed Chapter 11 
bankruptcy proceedings in late 1994 in Florida.  The bankruptcy filing 
resulted in an automatic stay of all pending collection efforts. In 1995, the 
Court of Appeals determined that the District Court had erred in part in 
determining the damage award and remanded the case to the District Court for 
a final determination of the damage award.  The District Court subsequently 
awarded Wynn Oil damages and attorneys' fees of approximately $1.8 million.  
Wynn Oil and its counsel are working through the bankruptcy process to 
maximize Wynn Oil's ultimate recovery against the defendants.  See "Legal 
Proceedings."

SEASONALITY OF THE BUSINESS

         Although sales at the Company's divisions 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 
1995, 1994 and 1993:


<TABLE>
<CAPTION>

                                                    1995               1994              1993
                                                 ------------       -----------       ------------
<S>                                              <C>                <C>               <C>
  
Total Sales Outside the United States:           $110,629,000       $99,133,000       $102,907,000
  Percent of Net Sales                               36.4%              33.9%              36.1%
   Sales by Foreign Subsidiaries                  $98,444,000       $85,945,000        $92,911,000
    Percent of Net Sales                             32.4%              29.4%              32.6%
   Export sales by Domestic Subsidiaries          $12,185,000       $13,188,000         $9,996,000
    Percent of Net Sales                              4.0%               4.5%               3.5%
</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 25 and 29 through 31, 
respectively, of the 1995 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, 1995, the Company had 2,023 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 United Rubber, 
Cork, Linoleum and Plastic Workers of America.  The collective bargaining 
agreement for the unit will expire in February 1997.




                                   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.

         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            President and Chief Executive Officer       1988               66

Seymour A. Schlosser     Vice President-Finance and Chief            1989               50
                         Financial Officer

Gregg M. Gibbons         Vice President-Corporate Affairs,           1986               43
                         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.  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 13, 1996:
 
<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       1998      Administrative
 
AUTOMOTIVE 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
 
  Rancho Cucamonga, California                         Lease            2,880       1996      Warehouse
 
  Elgin, Illinois                                      Lease            4,762       1998      Warehouse
 
  Peoria, Illinois                                     Lease           10,000       2000      Warehouse
 
  Farmington Hills, Michigan                           Lease            1,963       1998      Administrative
 
  Wyoming, Michigan                                    Lease            2,000       1997      Warehouse
 
  Golden Valley, Minnesota                             Lease            3,800       1996      Warehouse
 
  Charlotte, North Carolina                            Lease            3,675       1999      Warehouse
 
  West Seneca, New York                                Lease            2,934       2000      Warehouse
 
  Dayton, Ohio                                         Lease            6,193       1998      Warehouse

</TABLE>


                                      14


<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>
  Bensalem, Pennsylvania                               Lease            2,326       1998      Warehouse
 
  Indianapolis, Indiana                                Lease            1,800       1996      Warehouse
 
  Fort Worth, Texas                                    Lease            3,600       1998      Warehouse
 
  Lenexa, Kansas                                       Lease            2,089       1997      Warehouse
 
  FOREIGN
 
  Orillia, Ontario, Canada                              Fee            48,000        --       Manufacturing,
                                                                                              Warehouse,
                                                                                              Administrative
 
  Concord, Ontario, Canada                             Lease            3,455    Month-to-    Warehouse
                                                                                   Month
 
  Edmonton, Alberta, Canada                            Lease            2,700       1996      Warehouse
 
  Richmond, British Columbia, Canada                   Lease            3,047       1996      Warehouse

  Calgary, Alberta, Canada                             Lease            1,600       1998      Warehouse
 
  Aldershot, England                                   Lease            2,300       1996      Warehouse,
                                                                                              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>
WYNN'S CLIMATE SYSTEMS, INC.
 
  DOMESTIC
 
  Fort Worth, Texas                                     Fee           185,375        --       Manufacturing,
                                                                                              Warehouse,
                                                                                              Administrative
 
  Madison Heights, Michigan                            Lease            1,000    Month-to-    Administrative
                                                                                   Month
 
  Bensenville, Illinois                                Lease            4,165       1997      Warehouse
 
  Englewood, Colorado                                  Lease           12,000       2000      Service Center
 
  Northglenn, Colorado                                 Lease            7,680       2000      Service Center
 
  Colorado Springs, Colorado                           Lease            6,600       1997      Service Center
 
  Phoenix, Arizona                                     Lease           17,000       1997      Service Center
 
  Mesa, Arizona                                        Lease            4,400    Month-to-    Service Center
                                                                                   Month
 
  Glendale, Arizona                                    Lease            3,600       1997      Service Center
 
  Yuma, Arizona                                        Lease            4,800       1999      Service Center
 
  Scottsdale, Arizona                                  Lease            3,881       1996      Service Center
 
  Charlotte, North Carolina                            Lease            3,000       2000      Service Center
 
  Rancho Cucamonga, California                         Lease           10,000    Month-to-    Service Center
                                                                                   Month
 
FOREIGN
 
  Tamworth, Staffordshire, England                     Lease           14,000       1998      Manufacturing,
                                                                                              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>
SPECIALTY CHEMICALS:
 
WYNN OIL COMPANY
 
  DOMESTIC
 
  Azusa, California                                     Fee           122,630        --       Manufacturing,
                                                                                              Warehouse,
                                                                                              Administrative
 
  FOREIGN
 
  Frenchs Forest, New South Wales, Australia           Lease           24,224       2000      Warehouse,
                                                                                              Administrative
 
  Carrington, New South Wales, Australia               Lease           13,175       1996      Warehouse,
                                                                                              Administrative
 
  St. Niklaas, Belgium                                  Fee            82,600        --       Manufacturing,
                                                                                              Warehouse,
                                                                                              Administrative
 
  Mississauga, Ontario, Canada                         Lease           32,798       2001      Warehouse,
                                                                                              Administrative
 
  Mississauga, Ontario, Canada                         Lease           16,894       1996      Warehouse,
                                                                                              Administrative
 
  Mississauga, Ontario, Canada                         Lease            2,536       1997      Service Center
 
  Mississauga, Ontario, Canada                         Lease            2,689       1996      Warehouse,
                                                                                              Administrative
 
  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       1996      Warehouse,
                                                                                              Administrative
 
  Lyon, France                                         Lease              465       1998      Administrative
 
  St. Etienne, France                                  Lease              929       1996      Administrative
 
  Abbeville, France                                    Lease              929    Month-to-    Administrative
                                                                                   Month
 
</TABLE>


                                     17


<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>
  Thiers, France                                       Lease              465       1996      Administrative
 
  Toulouse, France                                     Lease              485       1996      Administrative
 
  Celle, Germany                                       Lease            7,209       2002      Warehouse,
                                                                                              Administrative
 
  Mexico City, Mexico                                  Lease            2,500       1996      Warehouse,
                                                                                              Administrative
 
  Wynberg, Transvaal, South Africa                      Fee            32,280        --       Warehouse,
                                                                                              Administrative
 
  Edenvale, Transvaal, South Africa                     Fee            10,921        --       Leased to Third Party
 
  Madrid, Spain                                        Lease              430       1996      Administrative
 
  Caracas, Venezuela                                   Lease            1,615    Month-to-    Administrative
                                                                                   Month
 
BUILDERS HARDWARE:
 
ROBERT SKEELS & COMPANY

  Compton, California                                   Fee            59,019        --       Warehouse,
                                                                                              Administrative
 
  Fullerton, California                                Lease            1,600       1996      Warehouse,
                                                                                              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 1996 and 1997, the Company 
believes it will be able to renew such leases on acceptable terms or find 
suitable alternative 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 results of operations or the financial position of 
Registrant based on information presently known to Registrant.


                                    18

<PAGE>

     In February 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 $2.0 million in damages in an action brought by Wynn Oil in
1989 asserting trademark infringement by the defendants.  In May 1994, the court
awarded Wynn Oil approximately $1.2 million in prejudgment interest 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 Chapter 11
bankruptcy proceedings in late 1994 in Florida.  The bankruptcy filing resulted
in an automatic stay of all pending collection efforts.  In July 1995, the Court
of Appeals upheld the District Court's award of damages and attorneys' fees, but
held that the District Court erred when it awarded (i) both investment income
and prejudgment interest and (ii) reasonable investment income instead of actual
investment income.  The Court of Appeals remanded the case to the District Court
for a final determination of the damage award.  In November 1995, the District
Court awarded Wynn Oil damages and attorneys' fees of $1.8 million.  The
District Court also ordered the defendants to show the investment income earned
by them during the period in question, which, if any, the court indicated it
would award to Wynn Oil.  The bankruptcy court has lifted the automatic stay for
purposes of determining the applicable investment income and finalizing Wynn
Oil's judgment.  In 1995, the bankruptcy court appointed separate trustees to
take control of the assets of both defendants.  The bankruptcy court also
affirmed that Wynn Oil had a liquidated claim in the amount of approximately
$1.8 million.  Wynn Oil and its counsel are continuing to work through the
bankruptcy process 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 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 1995.


                                     PART II


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

     The information appearing under "Cash Dividends and Common Stock Price Per
Share: 1994-1995" on page 32 of the 1995 Annual Report and "Number of
Stockholders" and "Stock Exchange Listing" on page 33 of the 1995 Annual Report
is hereby incorporated by reference.
      
     On February 14, 1996, the Board of Directors of Registrant declared a cash
dividend of $0.10 per share payable March 29, 1996 to stockholders of record on
March 13, 1996.


                                       19

<PAGE>

     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.


ITEM 6.   SELECTED FINANCIAL DATA

     Incorporated by reference from page 15 of the 1995 Annual Report.


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

     Incorporated by reference from the 1995 Annual Report, pages 16 through 19.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      Consolidated financial statements of Registrant at December 31, 1995 and
1994 and for each of the three years in the period ended December 31, 1995
(including unaudited supplementary data) and the report of independent auditors
thereon are incorporated by reference from the 1995 Annual Report, pages 20
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 4 and 5
of Registrant's definitive proxy statement for the Annual Meeting of
Stockholders to be held on May 8, 1996 ("Registrant's 1996 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 6 through 10 of
Registrant's 1996 Proxy


                                       20

<PAGE>

Statement is hereby incorporated by reference.  The Report of the Compensation
Committee on pages 11 and 12 of Registrant's 1996 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 and 3 of Registrant's 1996 Proxy Statement is
hereby incorporated by reference.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The information appearing under "Election of Directors--Certain
Relationships and Related Transactions" on page 5 of Registrant's 1996 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 1995.


                                       21

<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
                                                                      -------------------------------------
                                                                                             1995 Annual
                                                                        Form 10-K               Report
                                                                      ------------         ----------------
<S>                                                                   <C>                  <C>
Consolidated Statements of Income for each of the
   three years in the period ended December 31, 1995 . . . . . . . .                              20

Consolidated Balance Sheets at December 31, 1995 and 1994. . . . . .                              21

Consolidated Statements of Stockholders' Equity for each
   of the three years in the period ended December 31, 1995. . . . .                              22

Consolidated Statements of Cash Flows for each of 
   the three years in the period ended December 31, 1995 . . . . . .                              23

Notes to Consolidated Financial Statements . . . . . . . . . . . . .                            24 - 32

Consolidated schedule for each of the three years in 
   the period ended December 31, 1995:
    VIII  -  Valuation and Qualifying Accounts . . . . . . . . . . .       23
</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 1995 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 1995 Annual Report is not deemed to
be filed as part of this report.


                                       22

<PAGE>

                           WYNN'S INTERNATIONAL, INC.

                SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS

                       THREE YEARS ENDED DECEMBER 31, 1995


<TABLE>
<CAPTION>

     Allowance for
   doubtful accounts
     deducted from       Balance at     Charged to     
       accounts          beginning      costs and      Deductions     Balance at
      receivable          of year        expenses         (1)         end of year
   -----------------     ----------     ----------     ----------     -----------
   <S>                   <C>            <C>            <C>            <C>
        1995             $1,835,000     $  104,000     $ (595,000)    $ 1,344,000
                         ----------     ----------     ----------     -----------

        1994             $1,848,000     $  208,000     $ (221,000)    $ 1,835,000
                         ----------     ----------     ----------     -----------

        1993             $2,644,000     $  (39,000)    $ (757,000)    $ 1,848,000
                         ----------     ----------     ----------     -----------
</TABLE>





____________________

(1)  Represents accounts written off against the reserve.


                                       23

<PAGE>

                                POWER OF ATTORNEY

     Each person whose signature appears below hereby authorizes each of James
Carroll, 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, 1996.

                                 WYNN'S INTERNATIONAL, INC.



                                 By           /S/ JAMES CARROLL
                                    -------------------------------------------
                                                  James Carroll
                                                    President
                                             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, 1996                   By           /S/ WESLEY E. BELLWOOD
                                    -------------------------------------------
                                                 Wesley E. Bellwood
                                               Chairman of the Board



March 25, 1996                   By             /S/ JAMES CARROLL
                                    -------------------------------------------
                                                   James Carroll
                                                    President
                                             Chief Executive Officer
                                                    Director


                                       24

<PAGE>

     DATE



March 25, 1996                   By           /S/ SEYMOUR A. SCHLOSSER
                                    -------------------------------------------
                                                 Seymour A. Schlosser
                                                Vice President-Finance
                                               (Principal Financial and
                                                  Accounting Officer)



March 25, 1996                   By               /S/ BARTON BEEK
                                    -------------------------------------------
                                                     Barton Beek
                                                      Director



March 25, 1996                   By              /S/ JOHN D. BORIE
                                    -------------------------------------------
                                                    John D. Borie
                                                      Director



March 25, 1996                   By            /S/ BRYAN L. HERRMANN
                                    -------------------------------------------
                                                  Bryan L. Herrmann
                                                       Director




March 25, 1996                   By           /S/ ROBERT H. HOOD, JR.
                                    -------------------------------------------
                                                 Robert H. Hood, Jr.
                                                      Director



March 25, 1996                   By             /S/ RICHARD L. NELSON
                                    -------------------------------------------
                                                  Richard L. Nelson
                                                      Director



March 25, 1996                   By              /S/ JAMES D. WOODS
                                    -------------------------------------------
                                                    James D. Woods
                                                       Director


                                       25


<PAGE>

                          WYNN'S INTERNATIONAL, INC.

                             INDEX TO EXHIBITS
                                (Item 14(a))


Exhibit
Number                          Description
-------                         -----------

 3.1      Certificate of Incorporation, as amended, of Registrant (incorporated
          herein by reference to Exhibit 3.1 to Registrant's Report on Form 10-K
          for the fiscal year ended December 31, 1987)

 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, 1993)                         

 4.1      Note Agreement, dated March 5, 1986, between Registrant and
          Metropolitan Life Insurance Company (incorporated herein by reference
          to Exhibit 4.1 to Registrant's Report on Form 8-K dated March 5, 1986)

 4.2      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)                                       

 4.3      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 January 1, 1995, between Registrant and
          Gregg M. Gibbons (incorporated by reference to Exhibit 10.3 to     
          Registrant's Report on Form 10-K for the fiscal year ended 
          December 31, 1994)

                                       26
<PAGE>

Exhibit                                     
Number                          Description 
-------                         ----------- 

10.3      Employment Agreement, dated January 1, 1995, between Registrant and
          Seymour A. Schlosser (incorporated by reference to Exhibit 10.3 to 
          Registrant's Report on Form 10-K for the fiscal year ended 
          December 31, 1994)

10.4      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)

10.5      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)

10.6      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)                                        

10.7      Wynn's International, Inc. 1996 Corporate Management Incentive Plan
 
10.8      Deferred Compensation Agreement, dated November 30, 1990, between    
          Registrant and James Carroll (incorporated herein by reference to    
          Exhibit 10.9 to Registrant's Report on Form 10-K for the fiscal year 
          ended December 31, 1990)                                             

10.9      Deferred Compensation Agreement, dated February 15, 1993, between    
          Registrant and James Carroll (incorporated herein by reference to    
          Exhibit 10.11 to Registrant's Report on Form 10-K for the fiscal year
          ended December 31, 1992)                                             

10.10     Deferred Compensation Agreement, dated April 23, 1993, 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, 1993)                                             

10.11     Deferred Compensation Agreement, dated August 5, 1994, between       
          Registrant and James Carroll (incorporated herein by reference to    
          Exhibit 10.11 to Registrant's Report on Form 10-K for the fiscal year
          ended December 31, 1994)                                             


                                       27
<PAGE>

Exhibit                                     
Number                          Description 
-------                         ----------- 

10.12     Deferred Compensation Agreement, dated November 21, 1995, between 
          Registrant and James Carroll                                      

10.13     Deferred Compensation Agreement, dated November 28, 1995, between 
          Registrant and James Carroll                                      

10.14     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)

10.15     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)

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

13        Portions of Registrant's Annual Report to Stockholders for the fiscal
          year ended December 31, 1995 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 


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