EXHIBIT 99.1

REVOCABLE PROXY                                                  REVOCABLE PROXY

                      KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
               Annual Meeting of Shareholders - February __, 1997
                THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS


          The undersigned shareholder(s) of Keystone Automotive Industries, Inc.
(the "Company") hereby nominates, constitutes and appoints Charles J. Hogarty
and John M. Palumbo, and each of them, the attorney, agent and proxy of the
undersigned, with full power of substitution, to vote all stock of the Company
which the undersigned is entitled to vote at the Annual Meeting of Shareholders
of the Company (the "Meeting") to be held at ________________________________ on
February ___, 1997 at ______ a.m. and any adjournments thereof, as fully and
with the same force and effect as the undersigned might or could do if
personally thereat, as follows:

          1.   APPROVAL MERGER.  To approve the Agreement and Plan of Merger
dated December 6, 1996 and the transactions contemplated thereby.
                              For / /        Against / /         Abstain / /

          2.   OTHER BUSINESS.  In their discretion, the proxyholders are
authorized to transact such other business as properly may come before the
Meeting and any adjournment or adjournments thereof.
                              For / /        Against / /         Abstain / /

                      PLEASE SIGN AND DATE ON REVERSE SIDE

          THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" MERGER.  IF ANY OTHER
BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY SHALL BE VOTED BY THE
PROXYHOLDERS IN ACCORDANCE WITH THE RECOMMENDATIONS OF A MAJORITY OF THE BOARD
OF DIRECTORS.

          The undersigned hereby ratifies and confirms all that said attorneys
and proxyholders, or either of them, or their substitutes, shall lawfully do or
cause to be done by virtue hereof, and hereby revokes any and all proxies
heretofore given by the undersigned to vote at the Meeting.  The undersigned
hereby acknowledges receipt of the Notice of Annual Meeting and the Proxy
Statement accompanying said notice.


Date:
     -----------------------                 -----------------------------------
                                             (Number of Shares)


                                             -----------------------------------
                                             (Name of Shareholder, Printed)


                                             -----------------------------------
                                             (Signature of Shareholder)


                                             -----------------------------------
                                             (Name of Shareholder, Printed)


                                             -----------------------------------
                                             (Signature of Shareholder)


                                             (Please date this Proxy and sign
                                             your name as it appears on your
                                             stock certificate(s).  Executors,
                                             administrators, trustees, etc.,
                                             should give their full titles.  All
                                             joint owners should sign.)

                                             I (We) do / / do not / / expect to
                                             attend the Meeting.

This Proxy will be voted "FOR" the election of all nominees whose names appears
above unless authority to do so is withheld.  Unless "AGAINST" or "ABSTAIN" is
indicated on the reverse hereof, this Proxy will be voted "FOR" ratification of
the Merger.  PLEASE SIGN, DATE AND RETURN THIS PROXY AS PROMPTLY AS POSSIBLE IN
THE POSTAGE PREPAID ENVELOPE PROVIDED.