ZERO CORP 10-K

FORM 10-K

CERT. OF AMEND OF RESTATED CERT. OF INCORPORATION

BYLAWS OF ZERO CORPORATION

AMEND TO PRIVATE SHELF AGREEMENT NOV 11, 1996

2ND AMEND TO PRIVATE SHELF AGREEMENT

AMEND NO. 1 AND 2 ZERO CORP. 1998 STOCK OPTION PLAN

AMEND NO. 1 AND 3 ZERO CORPORATION 1994 STOCK OPTION PLAN

ZERO CORPORATION PENSION RESTORATION PLAN

ZERO CORPORATION JOINT LIFE INSURANCE PLAN

ZERO CORPORATION JOINT LIFE INS AND AGREEMENT PLAN

SUBSIDIARIES OF REGISTRANT AS OF MARCH 31, 1998

INDEPENDENT AUDITORS' REPORT

FINANCIAL DATA SCHEDULE