EXHIBIT 23.3


                          CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the inclusion in this registration statement on Form S-4 of our 
report dated February 9, 1998, on our audits of the combined financial 
statements of Henry Company. We also consent to the reference to our firm 
under the caption "Experts".

/s/ PricewaterhouseCoopers LLP

Los Angeles, California
September 2, 1998