As filed with the Securities and Exchange Commission
on December 28, 1999
                               Registration No. 333-_______

                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                            ___________________
                                  FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933
                            ___________________

                        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 No.)


              500 North State College Boulevard, Suite 700,
                       Orange, California 92868-1604
                           (714) 938-3700
        (Address and telephone number of principal executive offices)
                            ___________________
                   WYNN'S INTERNATIONAL, INC. 1999 STOCK AWARDS PLAN
                            (Full title of the plan)
                              ___________________
                            GREGG M. GIBBONS, ESQ.
                       Vice President-Corporate Affairs and
                                General Counsel
                         Wynn's International, Inc.
                  500 North State College Boulevard, Suite 700
                         Orange, California 92868-1604
                    (Name and address of agent for service)
                               ___________________
              Telephone number, including area code, of agent
                         for service: (714) 938-3700
                            ___________________

                       CALCULATION  OF REGISTRATION  FEE
<TABLE>
<S>               <C>             <C>         <C>             <C>

                                  Proposed    Proposed
                                  maximum     maximum
Title of          Amount          offering    aggregate        Amount of
securities        to be           price       offering         registration
to be             registered      per unit    price            fee
registered

Common Stock,  1,500,000(1)(2)  $13.46875(3) $20,203,125(3)    $5,334(3)
$1.00 par      shares
value per
share

</TABLE>

(1) This Registration Statement covers, in addition to the number
    of shares of Common Stock stated above, options and other
    rights to purchase or acquire the shares of Common Stock
    covered by the Prospectus and, pursuant to Rule 416(c) under
    the Securities Act of 1933, as amended (the "Securities Act"),
    an additional indeterminate number of shares, options and
    rights which by reason of certain events specified in the Wynn's
    International, Inc. 1999 Stock Awards Plan (the "Plan") may
    become subject to the Plan.

(2) Each share is accompanied by a Preferred Stock Purchase Right
    pursuant to the Registrant's Shareholder Rights Agreement,
    dated as of March 3, 1989, as amended, with ChaseMellon
    Shareholder Services, L.L.C., as Rights Agent.

(3) Pursuant to Rule 457(h), the maximum offering price, per share
    and in the aggregate, and the registration fee were calculated
    based upon the average of the high and low prices of the
    Common Stock on December 22, 1999, as reported on the New
    York Stock Exchange and published in The Western Edition of
    The Wall Street Journal.


The Exhibit Index for this Registration Statement is at page 8.

<PAGE>

                                 PART I
                     INFORMATION REQUIRED IN THE
                      SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I
of Form S-8 (plan information and registrant information) will be
sent or given to employees as specified by Securities Act Rule
428(b)(1).  Such documents need not be filed with the Securities
and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements
pursuant to Securities Act Rule 424.  These documents, which include
the statement of availability required by Item 2 of Form S-8, and the
documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.

<PAGE>

                               PART II
                      INFORMATION REQUIRED IN THE
                        REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

     The following documents of Wynn's International, Inc. (the
"Company") filed with the Commission are incorporated herein by
reference:

     (a)  Annual Report on Form 10-K for the Company's fiscal
          year ended December 31, 1998;

     (b)  Quarterly Reports on Forms 10-Q for the Company's
          quarterly periods ended March 31, 1999, June 30, 1999
          and September 30, 1999; and

     (c)  The description of the Company's Common Stock contained
          in its Registration Statement filed under Section 12 of
          the Securities Exchange Act, as amended (the "Exchange Act"),
          including any amendment or report filed for the purpose
          of updating such description.

     All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the filing
of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date
of filing of such documents.  Any statement contained herein or in a
document, all or a portion of which is incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or
amended, to constitute a part of this Registration Statement.

Item 4.  Description of Securities

     The Company's Common Stock, par value $1.00 per share (the
"Common Stock"), is registered pursuant to Section 12 of the Exchange
Act, and, therefore, the description of securities is omitted.

Item 5.  Interests of Named Experts and Counsel

     The validity of the issuance of the shares of Common Stock
registered hereby is passed upon by Gregg M. Gibbons.  Mr. Gibbons
is the Company's Vice President - Corporate Affairs and General
Counsel and is compensated as an employee of the Company.  At the
time of the effectiveness of this Registration Statement,
Mr. Gibbons owned shares of the Company's Common Stock, held options
to purchase shares of the Company's Common Stock, and was eligible to
participate in the Plan.

Item 6.  Indemnification of Directors and Officers

     Delaware General Corporation Law, the Company's Bylaws and
indemnification agreements between the Company and its directors and
selected officers provide for the indemnification of directors and
officers under certain circumstances.  The Company also maintains an
insurance policy insuring its officers and directors against claims
made during the periods of the policies and against liabilities arising
from such claims from certain wrongful acts in the officers' and
directors' capacities as officers and directors of the Company and its
subsidiaries.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

     See the attached Exhibit Index at page 8.

Item 9.  Undertakings

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales
      are being made, a post-effective amendment to this Registration
      Statement:

               (i) To include any prospectus required by Section
               10(a)(3) of the Securities Act;

               (ii) To reflect in the prospectus any facts or
               events arising after the effective date of the
               Registration Statement (or the most recent
               post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change
               in the information set forth in the Registration
               Statement; and

                (iii) To include any material information with
                respect to the plan of distribution not previously
                disclosed in the Registration Statement or any
                material change to such information in the Registration
                Statement;

       Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement;

           (2)  That, for the purpose of determining any liability
     under the Securities Act, each such post-effective amendment
     shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities
     at that time shall be deemed to be the initial bona fide offering
     thereof; and

           (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain
     unsold at the termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

     (h) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, executive officers
and controlling persons of the registrant pursuant to the provisions
described in Item 6 above, or otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is,
therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                              SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Orange, State of California,
on the 28th day of December, 1999

                                 By: /s/ James Carroll
                                     ---------------------------
                                     James Carroll, Chairman
                                     and Chief Executive Officer


                           POWER OF ATTORNEY


     Each person whose signature appears below constitutes and appoints
James Carroll, John W. Huber, Seymour A. Schlosser, and Gregg M. Gibbons,
or any of them individually, his true and lawful attorney-in-fact and agent,
with full powers of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them individually, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.



<TABLE>

<S>                           <C>                          <C>
     Signature                        Title                    Date
-----------------------       -----------------------      ------------------

/s/ James Carroll              Chairman and Chief           December 28,1999
-----------------------        Executive Officer
James Carroll                  (Principal Executive
                               Officer)

/s/ Seymour A. Schlosser       Vice President-             December 28, 1999
------------------------       Finance and Chief
Seymour A. Schlosser           Financial Officer
                               (Principal Financial
                               and Accounting
                               Officer)

*__________________            Director
 Barton Beek

*__________________            Director
 Bryan L. Herrmann

*__________________            Director
 Robert H. Hood, Jr.

*__________________            Director
 Richard L. Nelson

*__________________            Director
 Donald C. Trauscht

*_________________             Director
 James D. Woods

* By: /s/ Seymour A. Schlosser                            December 28, 1999
      ---------------------------
      Seymour A. Schlosser
      Attorney-In-Fact


</TABLE>
<PAGE>


                          EXHIBIT INDEX
Exhibit
Number                Description of Exhibit

4.1          Wynn's International, Inc. 1999 Stock Awards Plan.

4.2          Amendment No. 1 to Wynn's International, Inc.
             1999 Stock Awards Plan.

5.           Opinion of Counsel (opinion re legality).

23.1         Consent of Ernst & Young LLP (consent of
             independent auditors).

23.2         Consent of Counsel (included in Exhibit 5).

24.1         Power of Attorney (included in this Registration
             Statement under "Signatures").

24.2         Power of Attorney, dated December 21, 1999, of
             Barton Beek.

24.3         Power of Attorney, dated December 21, 1999, of
             Bryan L. Herrmann.

24.4         Power of Attorney, dated December 21, 1999, of
             Robert H. Hood, Jr.

24.5         Power of Attorney, dated December 21, 1999, of
             Richard L. Nelson.

24.6         Power of Attorney, dated December 21, 1999, of
             Donald C. Trauscht.

24.7         Power of Attorney, dated December 21, 1999, of
             James D. Woods.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16229}]
{"company-data": {"conformed-name": "WYNNS INTERNATIONAL INC", "cik": "0000108721", "assigned-sic": "3050", "irs-number": "952854312", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-93699", "film-number": "99781670"}, "business-address": {"street1": "500 NORTH STATE COLLEGE BLVD", "street2": "SUITE 700", "city": "ORANGE", "state": "CA", "zip": "92868", "phone": "7149383700"}, "mail-address": {"street1": "500 NORTH STATE COLLEGE BLVD", "street2": "SUITE 700", "city": "ORANGE", "state": "CA", "zip": "92868-1607"}}
As filed with the Securities and Exchange Commission
on December 28, 1999
                               Registration No. 333-_______

                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                            ___________________
                                  FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933
                            ___________________

                        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 No.)

              500 North State College Boulevard, Suite 700,
                       Orange, California 92868-1604
                           (714) 938-3700
        (Address and telephone number of principal executive offices)
                            ___________________
                   WYNN'S INTERNATIONAL, INC. 1999 STOCK AWARDS PLAN
                            (Full title of the plan)
                              ___________________
                            GREGG M. GIBBONS, ESQ.
                       Vice President-Corporate Affairs and
                                General Counsel
                         Wynn's International, Inc.
                  500 North State College Boulevard, Suite 700
                         Orange, California 92868-1604
                    (Name and address of agent for service)
                               ___________________
              Telephone number, including area code, of agent
                         for service: (714) 938-3700
                            ___________________

                       CALCULATION  OF REGISTRATION  FEE
Proposed    Proposed
                                  maximum     maximum
Title of          Amount          offering    aggregate        Amount of
securities        to be           price       offering         registration
to be             registered      per unit    price            fee
registered

Common Stock,  1,500,000(1)(2)  $13.46875(3) $20,203,125(3)    $5,334(3)
$1.00 par      shares
value per
share
(1) This Registration Statement covers, in addition to the number
    of shares of Common Stock stated above, options and other
    rights to purchase or acquire the shares of Common Stock
    covered by the Prospectus and, pursuant to Rule 416(c) under
    the Securities Act of 1933, as amended (the "Securities Act"),
    an additional indeterminate number of shares, options and
    rights which by reason of certain events specified in the Wynn's
    International, Inc. 1999 Stock Awards Plan (the "Plan") may
    become subject to the Plan.

(2) Each share is accompanied by a Preferred Stock Purchase Right
    pursuant to the Registrant's Shareholder Rights Agreement,
    dated as of March 3, 1989, as amended, with ChaseMellon
    Shareholder Services, L.L.C., as Rights Agent.

(3) Pursuant to Rule 457(h), the maximum offering price, per share
    and in the aggregate, and the registration fee were calculated
    based upon the average of the high and low prices of the
    Common Stock on December 22, 1999, as reported on the New
    York Stock Exchange and published in The Western Edition of
    The Wall Street Journal.

The Exhibit Index for this Registration Statement is at page 8.
PART I
                     INFORMATION REQUIRED IN THE
                      SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I
of Form S-8 (plan information and registrant information) will be
sent or given to employees as specified by Securities Act Rule
428(b)(1).  Such documents need not be filed with the Securities
and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements
pursuant to Securities Act Rule 424.  These documents, which include
the statement of availability required by Item 2 of Form S-8, and the
documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
                      INFORMATION REQUIRED IN THE
                        REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

     The following documents of Wynn's International, Inc. (the
"Company") filed with the Commission are incorporated herein by
reference:

     (a)  Annual Report on Form 10-K for the Company's fiscal
          year ended December 31, 1998;

     (b)  Quarterly Reports on Forms 10-Q for the Company's
          quarterly periods ended March 31, 1999, June 30, 1999
          and September 30, 1999; and

     (c)  The description of the Company's Common Stock contained
          in its Registration Statement filed under Section 12 of
          the Securities Exchange Act, as amended (the "Exchange Act"),
          including any amendment or report filed for the purpose
          of updating such description.

     All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the filing
of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date
of filing of such documents.  Any statement contained herein or in a
document, all or a portion of which is incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or
amended, to constitute a part of this Registration Statement.

Item 4.  Description of Securities

     The Company's Common Stock, par value $1.00 per share (the
"Common Stock"), is registered pursuant to Section 12 of the Exchange
Act, and, therefore, the description of securities is omitted.

Item 5.  Interests of Named Experts and Counsel

     The validity of the issuance of the shares of Common Stock
registered hereby is passed upon by Gregg M. Gibbons.  Mr. Gibbons
is the Company's Vice President - Corporate Affairs and General
Counsel and is compensated as an employee of the Company.  At the
time of the effectiveness of this Registration Statement,
Mr. Gibbons owned shares of the Company's Common Stock, held options
to purchase shares of the Company's Common Stock, and was eligible to
participate in the Plan.

Item 6.  Indemnification of Directors and Officers

     Delaware General Corporation Law, the Company's Bylaws and
indemnification agreements between the Company and its directors and
selected officers provide for the indemnification of directors and
officers under certain circumstances.  The Company also maintains an
insurance policy insuring its officers and directors against claims
made during the periods of the policies and against liabilities arising
from such claims from certain wrongful acts in the officers' and
directors' capacities as officers and directors of the Company and its
subsidiaries.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

     See the attached Exhibit Index at page 8.

Item 9.  Undertakings

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales
      are being made, a post-effective amendment to this Registration
      Statement:

               (i) To include any prospectus required by Section
               10(a)(3) of the Securities Act;

               (ii) To reflect in the prospectus any facts or
               events arising after the effective date of the
               Registration Statement (or the most recent
               post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change
               in the information set forth in the Registration
               Statement; and

                (iii) To include any material information with
                respect to the plan of distribution not previously
                disclosed in the Registration Statement or any
                material change to such information in the Registration
                Statement;

       Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement;

           (2)  That, for the purpose of determining any liability
     under the Securities Act, each such post-effective amendment
     shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities
     at that time shall be deemed to be the initial bona fide offering
     thereof; and

           (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain
     unsold at the termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

     (h) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, executive officers
and controlling persons of the registrant pursuant to the provisions
described in Item 6 above, or otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is,
therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                              SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Orange, State of California,
on the 28th day of December, 1999

                                 By: /s/ James Carroll
                                     ---------------------------
                                     James Carroll, Chairman
                                     and Chief Executive Officer

                           POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints
James Carroll, John W. Huber, Seymour A. Schlosser, and Gregg M. Gibbons,
or any of them individually, his true and lawful attorney-in-fact and agent,
with full powers of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them individually, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature                        Title                    Date
-----------------------       -----------------------      ------------------

/s/ James Carroll              Chairman and Chief           December 28,1999
-----------------------        Executive Officer
James Carroll                  (Principal Executive
                               Officer)

/s/ Seymour A. Schlosser       Vice President-             December 28, 1999
------------------------       Finance and Chief
Seymour A. Schlosser           Financial Officer
                               (Principal Financial
                               and Accounting
                               Officer)

*__________________            Director
 Barton Beek

*__________________            Director
 Bryan L. Herrmann

*__________________            Director
 Robert H. Hood, Jr.

*__________________            Director
 Richard L. Nelson

*__________________            Director
 Donald C. Trauscht

*_________________             Director
 James D. Woods

* By: /s/ Seymour A. Schlosser                            December 28, 1999
      ---------------------------
      Seymour A. Schlosser
      Attorney-In-Fact
EXHIBIT INDEX
Exhibit
Number                Description of Exhibit

4.1          Wynn's International, Inc. 1999 Stock Awards Plan.

4.2          Amendment No. 1 to Wynn's International, Inc.
             1999 Stock Awards Plan.

5.           Opinion of Counsel (opinion re legality).

23.1         Consent of Ernst & Young LLP (consent of
             independent auditors).

23.2         Consent of Counsel (included in Exhibit 5).

24.1         Power of Attorney (included in this Registration
             Statement under "Signatures").

24.2         Power of Attorney, dated December 21, 1999, of
             Barton Beek.

24.3         Power of Attorney, dated December 21, 1999, of
             Bryan L. Herrmann.

24.4         Power of Attorney, dated December 21, 1999, of
             Robert H. Hood, Jr.

24.5         Power of Attorney, dated December 21, 1999, of
             Richard L. Nelson.

24.6         Power of Attorney, dated December 21, 1999, of
             Donald C. Trauscht.

24.7         Power of Attorney, dated December 21, 1999, of
             James D. Woods.