REGISTRATION NO. 33-__________
================================================================================

                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549

                                 -----------------

                                     FORM S-8
                              REGISTRATION STATEMENT
                         UNDER THE SECURITIES ACT OF 1933

                                 -----------------

                          WORLD FUEL SERVICES CORPORATION
              (exact name of registrant as specified in its charter)

                        FLORIDA                        59-2459427
             (State or other jurisdiction           (I.R.S. Employer
           of incorporation or organization)       Identification No.)

                                 -----------------

                        700 SOUTH ROYAL POINCIANA BOULEVARD
                                     SUITE 800
                           MIAMI SPRINGS, FLORIDA 33166
                                  (305) 884-2001
           (Address of Principal Executive Offices, including Zip Code)

                     DIRECTOR AND EMPLOYEE STOCK OPTION PLANS
                             (Full title of the plans)

                             RALPH R. WEISER, CHAIRMAN
                        700 SOUTH ROYAL POINCIANA BOULEVARD
                                     SUITE 800
                           MIAMI SPRINGS, FLORIDA 33166
                                  (305) 884-2001
                       (Name, address, and telephone number,
                    including area code, of agent for service)

                                 -----------------

                                  WITH A COPY TO:
                              LUIS A. DE ARMAS, ESQ.
                                  SHUTTS & BOWEN
                                 1500 MIAMI CENTER
                               201 S. BISCAYNE BLVD.
                               MIAMI, FLORIDA 33131
                                  (305) 358-6300

                                 -----------------

                          CALCULATION OF REGISTRATION FEE




TITLE OF SECURITIES          AMOUNT TO BE        PROPOSED MAXIMUM           PROPOSED MAXIMUM            AMOUNT OF
 TO BE REGISTERED           REGISTERED (1)   OFFERING PRICE PER SHARE    AGGREGATE OFFERING PRICE  REGISTRATION FEE (2)
- -----------------------------------------------------------------------------------------------------------------------
                                                                                       
Common Stock, par value $.01    $66,250                $9.54                    $632,025                  $192
per share
- -----------------------------------------------------------------------------------------------------------------------

(1) This registration statement covers 8,125 shares of Common Stock to be issued
    under the 1993 Non-Employee Directors Stock Option Plan and 58,125 shares of
    Common Stock to be issued under the 1986 Employee Stock Option Plan and
    under other Employee Stock Option Plans. In addition, this registration
    statement covers an indeterminate number of additional shares of Common
    Stock which may be issued under said Plans as a result of a stock split,
    stock dividend or other similar transaction.

(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933 based
    upon the average exercise price of 66,250 shares of Common Stock which may
    be issued pursuant to options already granted under the Plans.





                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

      Pursuant to general instruction C to Form S-8, because "Control
Securities" are involved in this offering, a reoffer prospectus complying with
general instruction C is made part of this registration statement.

      The form and text of the reoffer prospectus follow:



                                  21,250 Shares

                         WORLD FUEL SERVICES CORPORATION

                                  Common Stock

                                ---------------

      This Prospectus relates to 21,250 shares (the "Shares") of common stock,
par value $.01 per share (the "Common Stock"), of World Fuel Services
Corporation, a Florida corporation (the "Company"), which may be offered from
time to time by the selling shareholders named herein (the "Selling
Shareholders"). See "Selling Shareholders." The Shares offered hereby will be
issued by the Company to the Selling Shareholders upon the exercise by the
Selling Shareholders of options (the "Options") to purchase Common Stock granted
to the Selling Shareholders under the 1993 Non-Employee Director Stock Option
Plan and the 1986 Employee Stock Option Plan (collectively, the "Plans"). None
of the Shares covered by this Prospectus are being offered by the Company.

      The Shares may be sold by the Selling Shareholders or by their pledgees,
donees, transferees or other successors in interest from time to time, in
amounts, at prices and on terms and conditions to be determined at the time of
sale. The shares may be offered from time to time in one or more transactions
(including block transactions) on the New York Stock Exchange or the Pacific
Stock Exchange, through negotiated transactions, or in a combination of methods
of sale, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, or at negotiated prices. The Selling Shareholders
may pledge all or a portion of the Shares owned by them as collateral in loan
transactions. Upon default by the Selling Shareholders, the pledgee in such loan
transaction would have the same rights of sale as such Selling Shareholder under
this Prospectus. The Selling Shareholders may also transfer Shares owned by them
by gift, and upon any such transfer, the donee would have the same rights of
sale as such Selling Shareholders under this Prospectus. The Selling
Shareholders and any brokers and dealers through whom sales of the Shares are
made may be deemed to be "underwriters" within the meaning of the Securities Act
of 1933, as amended, and the commissions or discounts and other compensation
paid to such persons may be regarded as underwriters' compensation. See "Plan of
Distribution."

      The Company is paying all of the expenses of this offering other than
brokerage commissions and associated sales expenses of the Selling Shareholders,
but will not receive any of the proceeds from the sale of the Shares.

      The Common Stock of the Company is traded on the New York Stock Exchange
and the Pacific Stock Exchange under the symbol INT. On March 10, 1997, the last
reported sale price for the Company's Common Stock on the New York Stock
Exchange was $18-1/8.

   THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
     EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
      ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                                CRIMINAL OFFENSE.

                                ---------------

                 The date of this Prospectus is March 11, 1997.



NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS, AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH ALL THE PERSONS MAKING SUCH
OFFER OR SOLICITATION ARE NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

                              AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports and other information can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington D.C. 20549, and at its regional offices
at Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60621 and 7 World Trade Center, Suite 1300, New York, New York 10048.
Copies of such materials can be obtained in person from the Public Reference
Section of the Commission at its principal office located at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains a
Web Site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission
at the address: http://www.sec.gov. In addition, such reports and information
concerning the Company may be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005, and the Pacific Stock
Exchange, 301 Pine Street, San Francisco, CA 94104.

      The Company has filed with the Commission a Registration Statement on Form
S-8 (referred to herein, together with all amendments and exhibits thereto, as
the "Registration Statement") under the Act. This Prospectus, which constitutes
a part of such Registration Statements, does not contain all of the information
set forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. The Registration
Statement may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
For further information regarding the Company and the Common Stock offered
hereby, reference is hereby made to the Registration Statement.

                                        2



                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed by the Company with the Commission under
Commission File Number 1-9533 are incorporated herein by this reference.

(1)   The Company's Annual Report on Form 10-K for the fiscal year ended March
      31, 1996.

(2)   The Company's Quarterly Reports on Form 10-Q for the three, six and nine
      month periods ended June 30, 1996, September 30, 1996 and December 31,
      1996, respectively.

(3)   The Company's definitive 1996 Proxy Statement distributed in connection
      with its Annual Meeting of Shareholders held on August 19, 1996.

(4)   The description of the Company's Common Stock, $.01 par value, contained
      in the Company's Form 8-A filed on July 27, 1990, under Section 12(b) of
      the Securities Exchange Act of 1934.

      Each document filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of this
Prospectus and prior to termination of the offering of securities offered hereby
shall be deemed to be incorporated by reference into this Prospectus on the date
of filing of such document.

      Any statement contained herein or in any document incorporated herein by
reference shall be considered modified or superseded to the extent that a
statement in a subsequently dated document can fairly be read as being intended
to modify or supersede an earlier statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement or this Prospectus.

      The Company will provide, without charge to each person to whom a copy of
the Prospectus is delivered, upon written or oral request, a copy of any or all
of the documents which are incorporated herein by reference, other than exhibits
to such documents, unless such exhibits are specifically incorporated by
reference into the text of such documents. Requests should be directed to: Ms.
Ileana Garcia, Secretary, World Fuel Services Corporation, 700 South Royal
Poinciana Boulevard, Suite 800, Miami Springs, Florida 33166, or by telephone
(305) 884-2001.

                                        3



                                   THE COMPANY

      The Company is engaged in three principal businesses -- the marketing of
aviation and marine fuel and the recycling of used oil.

      In its aviation fueling business, the Company extends credit and provides
single-supplier convenience, 24 hour service, and competitively-priced aviation
fuel to cargo and passenger airlines, and to charter, corporate, and private
aircraft. The Company can provide fuel to its customers at more than 1,100
airports located throughout the world.

      In its marine fuel business, the Company brokers and trades in marine fuel
and lubricants, and provides credit, marine fueling and related services to its
customers. These products and services are sold and provided to a diversified
group of commercial ship owners and marine fuel users, including the U.S.
Government. The Company can provide marine fuel and lubricants to its customers
at ports throughout the world.

      In its used oil recycling business, the Company collects used oil
throughout the Southeast and Mid-Atlantic United States from outlets which
include service stations, quick lube shops, auto dealers, and industrial,
governmental, marine and utility generators. The Company recycles non-hazardous
used oil into various fuel products and sells the recycled oil to industrial and
commercial customers.

      The Company was incorporated in Florida in July 1984. Its executive
offices are located at 700 South Royal Poinciana Boulevard, Suite 800, Miami
Springs, Florida 33166 and its telephone number at this address is (305)
884-2001. The Company presently conducts its aviation fueling business through
six subsidiaries and a joint venture with principal offices in Florida,
Singapore, Costa Rica, and England; and its marine fuel business through four
subsidiaries with principal offices in New Jersey, California, Costa Rica,
England, Singapore, and South Korea. The Company conducts its oil recycling
business through four subsidiaries with offices in Florida, Louisiana, Maryland,
and Delaware.

                                 USE OF PROCEEDS

      The Company will receive no proceeds from the sale of the Shares by the
Selling Shareholders.

                                        4



                              SELLING SHAREHOLDERS

      All of the Shares are being sold by the Selling Shareholders and the
Selling Shareholders will receive all of the proceeds from the sale of the
Shares. Each of the Selling Shareholders received his shares pursuant to a stock
option granted to him by the Company.

      The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock by the Selling Shareholders as of March
10, 1997, and as adjusted to reflect the sale of all the Common Stock offered by
the Selling Shareholders hereunder. No Selling Shareholder beneficially owns 1%
or more of the outstanding Common Stock of the Company. Each Selling Shareholder
has sole voting and investment power with respect to the Shares owned by him.

                                        5



                                                   NUMBER      BENEFICIAL
                                 BENEFICIAL        OF SHARES   OWNERSHIP
NAME OF SELLING                  OWNERSHIP PRIOR   BEING       AFTER THE
SHAREHOLDER                      TO OFFERING (1)   OFFERED(2)  OFFERING (2)
- ----------------                 ---------------   ----------  ------------

Robert S. Tocci                    35,178 (3)        5,625       29,553
Executive Vice President

Carlos Abaunza                     15,000 (4)        3,750       11,250
Chief Financial Officer &
Treasurer

John Benbow                         6,400 (5)        3,750        2,650
Director

Raymond Rossman                     3,750 (6)        3,750            0
President of World Fuel
Services, Inc.

Celestin A. Durand, III             4,375 (7)        4,375            0
Director

- -----------------------------

(1)  Consists of shares which may be purchased pursuant to options which are
     currently exercisable.

(2)  The number of shares shown in this column assumes that the option holders
     will exercise options to purchase all shares registered hereunder, and will
     resell all such shares.

(3)  Consists of options to purchase 35,178 shares of Common Stock.

(4)  Consists of options to purchase 15,000 shares of Common Stock.

(5)  Consists of 150 shares of Common Stock and options to purchase 6,250 shares
     of Common Stock.

(6)  Consists of options to purchase 3,750 shares of Common Stock.

(7)  Consists of options to purchase 4,375 shares of Common Stock.

                                        6



                              PLAN OF DISTRIBUTION

      The Selling Shareholders or their pledgees, donees, transferees or other
successors in interest may sell any Shares offered hereby from time to time in
one or more transactions (including block transactions in which a Selling
Shareholder is the seller) on the New York Stock Exchange or the Pacific Stock
Exchange or in the over-the-counter market. The Selling Shareholders may also
sell Shares in special offerings, exchange distributions or secondary
distributions in accordance with the rules of the New York Stock Exchange or the
Pacific Stock Exchange, in negotiated transactions, including through the
writing of options on shares of the Common Stock (whether such options are
listed on an options exchange or not), or otherwise. The Selling Shareholders
may effect such transactions by selling Shares to or through underwriters,
dealers, brokers or agents. Such underwriters, dealers, brokers or agents may
sell such Shares to purchasers in one or more transactions (including block
transactions) on the New York Stock Exchange, the Pacific Stock Exchange or
otherwise. Any sales may be made at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. Without limiting the foregoing, brokers may act as dealers by purchasing
any and all Shares either as agents for others or as principals for their own
accounts and reselling such shares pursuant to this Prospectus. Such brokers
will receive compensation from the Selling Shareholders in the form of
commissions or discounts and may receive compensation from purchasers of the
Shares for whom they may act as agent or to whom they may sell as principal in
the form of commissions or discounts. The Selling Shareholders and any
underwriters, dealers, brokers or agents that participate in the sale of such
Shares may be deemed to be "underwriters", and any profit on the sale of such
Shares by the Selling Shareholders and any discounts, commissions or concessions
received by any such underwriter, dealer, broker or agent may be deemed to be
underwriting discounts or commissions under the Securities Act.

      All costs, expenses and fees in connection with the registration of the
Shares will be borne by the Company. Commissions and discounts, if any,
attributable to the sale of the Shares will be borne by the Selling
Shareholders. The Selling Shareholders may agree to indemnify any agent, dealer
or broker-dealer that participates in transactions involving sales of the Shares
against certain liabilities, including liabilities arising under the Securities
Act.

      There can be no assurance that the Selling Shareholders will sell any or
all of the Shares offered hereunder.

      Sales of Shares at less than the market prices thereof may depress the
market price of the Company's Common Stock. Moreover, it is possible that a
significant number of Shares could be sold at the same time, which may also
depress the market price of the Company's Common Stock.

      The Company will not receive any of the proceeds from this offering.

                                        7



                                  LEGAL MATTERS

      Certain matters with respect to the validity of the Shares being offered
hereby will be passed upon for the Company by its counsel, Shutts & Bowen LLP, a
limited liability partnership including professional associations, 1500 Miami
Center, 201 South Biscayne Boulevard, Miami, Florida 33131.

                                     EXPERTS

      The financial statements and schedules incorporated by reference in this
Prospectus and elsewhere in the Registration Statement have been audited by
Arthur Andersen LLP, independent certified public accountants, as indicated in
their reports with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said reports.

                                       8



                                TABLE OF CONTENTS
                                                                            PAGE
Available Information                                                        2

Incorporation of Certain Documents by Reference                              3

The Company                                                                  4

Use of Proceeds                                                              4

Selling Shareholders                                                         5

Plan of Distribution                                                         7

Legal Matters                                                                8

Experts                                                                      8

                                       9



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3:  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      World Fuel Services Corporation (the "Company") hereby incorporates by
reference in this Registration Statement the following documents filed by the
Company with the Securities and Exchange Commission (the "Commission") under
Commission File No. 1-9533:

      (1)  The Company's Annual Report on Form 10-K for the fiscal year ended
           March 31, 1996.

      (2)  The Company's Quarterly Reports on Form 10-Q for the three, six and
           nine month periods ended June 30, 1996, September 30, 1996 and
           December 31, 1996, respectively.

      (3)  The description of the Company's common stock, $.01 par value,
           contained in the Company's Form 8-A filed on July 27, 1990, under
           Section 12(b) of the Securities Exchange Act of 1934.

      All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered 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.


Item 4:  DESCRIPTION OF SECURITIES

      Not applicable.


Item 5:  INTERESTS OF NAMED EXPERTS AND COUNSEL

      Not applicable.


Item 6:  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 607.0850(1) of the Florida Business Corporation Act provides that
a Florida corporation may indemnify any person who was or is a party to any suit
or proceeding (other than an action by or in the right of the corporation), by
reason of the fact that he was or is a director, officer, employee or agent of
the corporation or was or is serving at the request of the corporation

                                      II-1



as a director, officer, employee or agent of another corporation or enterprise,
against liability incurred in connection with such proceeding, including any
appeal thereof, if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.

      Section 607.0850(2) provides that a Florida corporation may indemnify any
person who was or is a party to any proceeding by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses and
certain amounts paid in settlement, not exceeding, in the judgment of the board
of directors, the estimated expense of litigating the proceeding to conclusion,
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit including appeal thereof if he acted under
similar standards, except that no indemnification may be made in respect to any
claim, issue or matter as to which such person shall have been adjudged to be
liable, unless, and only to the extent that, the court in which such action or
suit was brought shall determine that despite the adjudication of liability,
such person is fairly and reasonably entitled to be indemnified for such
expenses that the court shall deem proper.

      Section 607.0850 further provides that to the extent a director, officer,
employee or agent of a corporation has been successful in the defense of any
action, suit or proceeding referred to above or in the defense of any claim,
issue or matter therein, he shall be indemnified against expenses actually and
reasonably incurred by him in connection therewith; that indemnification
provided for by Section 607.0850 shall not be deemed exclusive of any other
rights to which the indemnified party may be entitled; and that the corporation
may purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him or incurred by him in any
such capacity or arising out of his status as such whether or not the
corporation would have the power to indemnify him against such liabilities under
such Section 607.0850.

      The Company's Articles of Incorporation provide that the Company shall
indemnify its officers and directors, and former officers and directors, to the
full extent permitted by the laws of the State of Florida.

Item 7:  EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

Item 8:  EXHIBITS

(4)      The description of the Company's common stock, $.01 par
         value, as contained in the Company's Form 8-A filed July 27, 1990, is
         hereby incorporated by reference
(5)      Opinion of Shutts & Bowen LLP
(23)(a)  Consent of Arthur Andersen LLP
(23)(b)  Consent of Shutts & Bowen LLP
(24)(a)  Power of Attorney of Ralph R. Weiser
(24)(b)  Power of Attorney of Jerrold Blair

                                      II-2



(24)(c)  Power of Attorney of Carlos Abaunza
(24)(d)  Power of Attorney of Celestin A. Durand III
(24)(e)  Power of Attorney of Ralph R. Feuerring
(24)(f)  Power of Attorney of John R. Benbow
(24)(g)  Power of Attorney of Phillip S. Bradley
(24)(h)  Power of Attorney of Myles Klein
(24)(i)  Power of Attorney of Michael J. Kasbar
(24)(j)  Power of Attorney of Paul Stebbins

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 of 1933;

          (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;

          (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 with or
      furnished to the Commission by the registrant pursuant to Section 13 or
      Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
      by reference in the Registration Statement.

      (2) That, for the purpose of determining any liability under the
      Securities Act of 1933, 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.

      (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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by

                                      II-3



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.

      (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.

                                      II-4



                            SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, 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 Miami Springs, State of Florida, on the 11th day of
March, 1997.

                              WORLD FUEL SERVICES CORPORATION

                              By:  /s/ JERROLD BLAIR
                                   ----------------------------
                                       Jerrold Blair, President

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

     SIGNATURE                  TITLE                         DATE
     ---------                  -----                         ----
                          Chairman of the
/s/ RALPH WEISER          Board of Directors             March 11, 1997
- -----------------------   
Ralph R. Weiser
                          President (Chief Executive
/s/ JERROLD BLAIR         Officer) and Director          March 11, 1997
- -----------------------
Jerrold Blair

/s/ CARLOS ABAUNZA        Chief Financial Officer        March 11, 1997
- -----------------------
Carlos Abaunza

/s/ CELESTIN DURAND*      Director                       March 11, 1997
- -----------------------
Celestin A. Durand III

/s/ RALPH FEUERRING*      Director                       March 11, 1997
- -----------------------
Ralph R. Feuerring

/s/ JOHN BENBOW*          Director                       March 11, 1997
- -----------------------
John R. Benbow

/s/ PHILLIP BRADLEY*      Director                       March 11, 1997
- -----------------------
Phillip S. Bradley

/s/ MYLES KLEIN*          Director                       March 11, 1997
- -----------------------
Myles Klein

/s/ MICHAEL KASBAR*       Director                       March 11, 1997
- -----------------------
Michael J. Kasbar

/s/ PAUL STEBBINS*        Director                       March 11, 1997
- -----------------------
Paul Stebbins

*By: /s/ JERROLD BLAIR                                   March 11, 1997
     --------------------
         Jerrold Blair
         Attorney-in-Fact

                                      II-5

                                                                       EXHIBIT 5

                               SHUTTS & BOWEN LLP


                                 March 11, 1997

World Fuel Services Corporation
700 S. Royal Poinciana Boulevard
Suite 800
Miami Springs, FL  33166

Gentlemen:

      We have acted as counsel for World Fuel Services Corporation (the
"Company") with respect to the preparation and filing with the Securities and
Exchange Commission of a Form S-8 Registration Statement (the "Registration
Statement") in connection with the registration of 66,250 shares of the
Company's common stock, par value $.01 per share (the "Common Stock"). Unless
otherwise provided herein, the capitalized terms used in this opinion shall have
the meanings set forth in the Registration Statement.

      In connection with our opinion, we have examined the following documents:

          1. The Registration Statement, including all
             exhibits thereto, as filed with the Securities
             and Exchange Commission.

          2. The minute books of the Company.

          In rendering this opinion, we have undertaken no independent review of
the operations of the Company. Instead, we have relied solely upon the documents
described above. In examining such documents, we have assumed the authenticity
of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or



photostatic copies and the authenticity of the originals of such
latter documents.

          We have also examined such questions of United States and Florida law
as we have deemed appropriate. We express no opinion herein as to the laws of
any other jurisdiction.

          Based upon the foregoing, we are of the opinion that all of the shares
of Common Stock registered pursuant to the Registration Statement are duly
issued, fully paid, and non-assessable.

                                         Very truly yours,

                                         SHUTTS & BOWEN LLP

                                     /s/ Shutts & Bowen LLP
                                         -----------------------

                                                                   EXHIBIT 23(A)

                                    [ARTHUR
                                   ANDERSEN]
                                   Lettethead

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

          As independent certified public accountants, we hereby consent to the
incorporation by reference in this Form S-8 Registration Statement of our report
dated May 16, 1996, included in World Fuel Services Corporation's Form 10-K for
the year ended March 31, 1996, and to all references to our Firm included in
this Registration Statement.


    ARTHUR ANDERSEN LLP

/s/ Arthur Andersen LLP
    -------------------

Miami, Florida,

March 11, 1997.

                                                                   EXHIBIT 23(B)

                               SHUTTS & BOWEN LLP

                                 March 11, 1997

World Fuel Services Corporation
700 South Royal Poinciana Boulevard
Suite 800
Miami Springs, FL 33166

                    Re: FORM S-8 REGISTRATION STATEMENT

Ladies and Gentlemen:

          In connection with the Form S-8 Registration Statement to be filed by
World Fuel Services Corporation with the Securities and Exchange Commission,
Shutts & Bowen hereby consents to the inclusion of our opinion letter as an
Exhibit to the Registration Statement and to the use of our name, and statements
with respect to us, in the Registration Statement.

                                         Very truly yours,

                                         /s/ Shutts & Bowen LLP
                                             ------------------

                            POWER OF ATTORNEY                      EXHIBIT 24(A)

       KNOW ALL MEN BY THESE PRESENTS that the undersigned, Ralph R. Weiser,
Chairman of the Board of Directors of World Fuel Services Corporation, a Florida
corporation, has made, constituted and appointed, and by these presents does
make, constitute and appoint, Jerrold Blair his true and lawful attorney for him
and in his name, place, and stead to sign the Form S-8 Registration Statement
and all amendments thereto for World Fuel Services Corporation, giving and
granting unto said attorney full power and authority to do and perform all and
every act and thing whatsoever requisite and necessary to be done in and about
the premises as fully, to all intents and purposes, as he might or could do if
personally present, with full power of substitution and revocation, hereby
ratifying and confirming all that each said attorney or his substitute shall
lawfully do or cause to be done by virtue thereof.

       IN WITNESS WHEREOF, I have hereunto set my hand the 24th day of February,
1997.

Sealed and delivered in
the presence of:

/s/ SONIA ASENCIO
    -------------
    Sonia Asencio

/s/ JANET RUSAKOV                        /s/ RALPH R. WEISER
    -------------                            ---------------
    Janet Rusakov                            Ralph R. Weiser

STATE OF FLORIDA   )
COUNTY OF DADE     )

       BE IT KNOWN, that on the 24th day of February 1997, before me, Sonia
Asencio, a notary in and for the State of Florida, duly commissioned and sworn,
personally came and appeared Ralph R. Weiser to me personally known (or has
produced ________________________ as identification), and known to me to be the
same person described in and who executed the within Power of Attorney, and he
acknowledged the within Power of Attorney to be his act and deed.

       IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
seal of office the day and year last above written.

                              /s/ SONIA ASENCIO
                                  -------------
                                  Sonia Asencio
                                  Notary Public

                                  SONIA ASENCIO
                                  -------------
                                  Name of Notary (Typed, Printed
                                  or Stamped)
My Commission Expires:

                            POWER OF ATTORNEY                      EXHIBIT 24(B)

       KNOW ALL MEN BY THESE PRESENTS that the undersigned, Jerrold Blair,
President and Director of World Fuel Services Corporation, a Florida
corporation, has made, constituted and appointed, and by these presents does
make, constitute and appoint, Ralph R. Weiser his true and lawful attorney for
him and in his name, place, and stead to sign the Form S-8 Registration
Statement and all amendments thereto for World Fuel Services Corporation, giving
and granting unto said attorney full power and authority to do and perform all
and every act and thing whatsoever requisite and necessary to be done in and
about the premises as fully, to all intents and purposes, as he might or could
do if personally present, with full power of substitution and revocation, hereby
ratifying and confirming all that each said attorney or his substitute shall
lawfully do or cause to be done by virtue thereof.

       IN WITNESS WHEREOF, I have hereunto set my hand the 11th of March, 1997.

Sealed and delivered in
the presence of:

/s/ CARLOS ABAUNZA
    --------------
    Carlos Abaunza

/s/ GORDON CROZIER                       /s/ JERROLD BLAIR
    --------------                           -------------
    Gordon Crozier                           Jerrold Blair

STATE OF FLORIDA   )
COUNTY OF DADE     )

       BE IT KNOWN, that on the 11th of March, 1997, before me, Edith F. Novoa,
notary in and for the State of Florida, duly commissioned and sworn, personally
came and appeared Jerrold Blair to me PERSONALLY KNOWN (or has produced
_____________________ as identification), and known to me to be the same person
described in and who executed the within Power of Attorney, and he acknowledged
the within Power of Attorney to be his act and deed.

       IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
seal of office the day and year last above written.

                              /s/ EDITH F. NOVOA
                                  --------------
                                  Edith F. Novoa
                                  Notary Public

                                  EDITH F. NOVOA
                                  --------------
                                  Name of Notary (Typed, Printed
                                  or Stamped)
My Commission Expires:

                           POWER OF ATTORNEY                       EXHIBIT 24(C)

       KNOW ALL MEN BY THESE PRESENTS that the undersigned, Carlos Abaunza,
Chief Financial Officer of World Fuel Services Corporation, a Florida
corporation, has made, constituted and appointed, and by these presents does
make, constitute and appoint, Ralph R. Weiser and Jerrold Blair, and each of
them severally, his true and lawful attorney for him and in his name, place, and
stead to sign the Form S-8 Registration Statement and all amendments thereto for
World Fuel Services Corporation, giving and granting unto said attorney full
power and authority to do and perform all and every act and thing whatsoever
requisite and necessary to be done in and about the premises as fully, to all
intents and purposes, as he might or could do if personally present, with full
power of substitution and revocation, hereby ratifying and confirming all that
each said attorney or his substitute shall lawfully do or cause to be done by
virtue thereof.

       IN WITNESS WHEREOF, I have hereunto set my hand the 24th day of February,
1997.

Sealed and delivered in
the presence of:

/s/ ILEANA GARCIA
    -------------
    Ileana Garcia

/s/ BILLY LUJARDO             /s/ CARLOS ABAUNZA
    -------------                 --------------
    Billy Lujardo                 Carlos Abaunza

STATE OF FLORIDA   )
COUNTY OF DADE     )

       BE IT KNOWN, that on the 24th of February, 1997, before me, Edith F.
Novoa, a notary in and for the State of Florida, duly commissioned and sworn,
personally came and appeared Carlos Abaunza, TO ME PERSONALLY KNOWN (or has
produced ____________________ as identification), and known to me to be the same
person described in and who executed the within Power of Attorney, and he
acknowledged the within Power of Attorney to be his act and deed.

       IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
seal of office the day and year last above written.

                              /s/ EDITH F. NOVOA
                                  --------------
                                  Edith F. Novoa
                                  Notary Public

                                  EDITH F. NOVOA
                                  --------------
                                  Name of Notary (Typed, Printed
                                  or Stamped)
My Commission Expires:

                           POWER OF ATTORNEY                       EXHIBIT 24(D)

       KNOW ALL MEN BY THESE PRESENTS that the undersigned, Celestin A. Durand,
III, a Director of World Fuel Services Corporation, a Florida corporation, has
made, constituted and appointed, and by these presents does make, constitute and
appoint, Ralph R. Weiser and Jerrold Blair, and each of them severally, his true
and lawful attorney for him and in his name, place, and stead to sign the Form
S-8 Registration Statement and all amendments thereto for World Fuel Services
Corporation, giving and granting unto said attorney full power and authority to
do and perform all and every act and thing whatsoever requisite and necessary to
be done in and about the premises as fully, to all intents and purposes, as he
might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that each said attorney or his
substitute shall lawfully do or cause to be done by virtue thereof.

       IN WITNESS WHEREOF, I have hereunto set my hand the 11th day of March,
1997.

Sealed and delivered in
the presence of:

/s/ JANET RUSAKOV
    --------------
    Janet Rusakov

/s/ GORDON CROZIER                     /s/ CELESTIN A. DURAND, III
    --------------                         -----------------------
    Gordon Crozier                         Celestin A. Durand, III

STATE OF FLORIDA   )
COUNTY OF DADE     )

       BE IT KNOWN, that on the 11th of March, 1997, before me, Edith F. Novoa,
a notary in and for the State of Florida, duly commissioned and sworn,
personally came and appeared Celestin A. Durand, III, TO ME PERSONALLY KNOWN (or
has produced ____________________ as identification), and known to me to be the
same person described in and who executed the within Power of Attorney, and he
acknowledged the within Power of Attorney to be his act and deed.

       IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
seal of office the day and year last above written.

                              /s/ EDITH F. NOVOA
                                  --------------
                                  Edith F. Novoa
                                  Notary Public

                                  EDITH F. NOVOA
                                  --------------
                                  Name of Notary (Typed, Printed
                                  or Stamped)
My Commission Expires:

                            POWER OF ATTORNEY                      EXHIBIT 24(E)

       KNOW ALL MEN BY THESE PRESENTS that the undersigned, Ralph R. Feuerring,
a Director of World Fuel Services Corporation, a Florida corporation, has made,
constituted and appointed, and by these presents does make, constitute and
appoint, Ralph R. Weiser and Jerrold Blair, and each of them severally, his true
and lawful attorney for him and in his name, place, and stead to sign the Form
S-8 Registration Statement and all amendments thereto for World Fuel Services
Corporation, giving and granting unto said attorney full power and authority to
do and perform all and every act and thing whatsoever requisite and necessary to
be done in and about the premises as fully, to all intents and purposes, as he
might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that each said attorney or his
substitute shall lawfully do or cause to be done by virtue thereof.

       IN WITNESS WHEREOF, I have hereunto set my hand the 11th day of March,
1997.

Sealed and delivered in
the presence of:

/s/ CARLOS ABAUNZA
    --------------
    Carlos Abaunza

/s/ GORDON CROZIER                     /s/ RALPH R. FEUERRING
    --------------                         ------------------
    Gordon Crozier                         Ralph R. Feuerring

STATE OF FLORIDA   )
COUNTY OF DADE     )

       BE IT KNOWN, that on the 11th of March, 1997, before me, Edith F. Novoa,
a notary in and for the State of Florida, duly commissioned and sworn,
personally came and appeared Ralph R. Feuerring to me PERSONALLY KNOWN (or has
produced _______________________ as identification), and known to me to be the
same person described in and who executed the within Power of Attorney, and he
acknowledged the within Power of Attorney to be his act and deed.

       IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
seal of office the day and year last above written.

                              /s/ EDITH F. NOVOA
                                  --------------
                                  Edith F. Novoa
                                  Notary Public

                                  EDITH F. NOVOA
                                  --------------
                                  Name of Notary (Typed, Printed
                                  or Stamped)
My Commission Expires:

                            POWER OF ATTORNEY                      EXHIBIT 24(F)

       KNOW ALL MEN BY THESE PRESENTS that the undersigned, John R. Benbow, a
Director of World Fuel Services Corporation, a Florida corporation, has made,
constituted and appointed, and by these presents does make, constitute and
appoint, Ralph R. Weiser and Jerrold Blair, and each of them severally, his true
and lawful attorney for him and in his name, place, and stead to sign the Form
S-8 Registration Statement and all amendments thereto for World Fuel Services
Corporation, giving and granting unto said attorney full power and authority to
do and perform all and every act and thing whatsoever requisite and necessary to
be done in and about the premises as fully, to all intents and purposes, as he
might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that each said attorney or his
substitute shall lawfully do or cause to be done by virtue thereof.

       IN WITNESS WHEREOF, I have hereunto set my hand the 25th day of February,
1997.

Sealed and delivered in
the presence of:

/s/ CAROL DAVIS
    --------------------
    Carol Davis

/s/ JOSEPH M. HUBER, JR.              /s/ JOHN R. BENBOW
    --------------------                  --------------
    Joseph M. Huber, Jr.                  John R. Benbow

STATE OF FLORIDA   )
COUNTY OF DADE     )

       BE IT KNOWN, that on the 25th of February, 1997, before me, Mary C.
Marion, a notary in and for the State of Florida, duly commissioned and sworn,
personally came and appeared John R. Benbow to me PERSONALLY KNOWN (or has
produced ___________________ as identification), and known to me to be the same
person described in and who executed the within Power of Attorney, and he
acknowledged the within Power of Attorney to be his act and deed.

       IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
seal of office the day and year last above written.

                              /s/ MARY C. MARION
                                  --------------
                                  Mary C. Marion
                                  Notary Public

                                  MARY C. MARION
                                  --------------
                                  Name of Notary (Typed, Printed
                                  or Stamped)
My Commission Expires:

                             POWER OF ATTORNEY                     EXHIBIT 24(G)

       KNOW ALL MEN BY THESE PRESENTS that the undersigned, Phillip S. Bradley,
a Director of World Fuel Services Corporation, a Florida corporation, has made,
constituted and appointed, and by these presents does make, constitute and
appoint, Ralph R. Weiser and Jerrold Blair, and each of them severally, his true
and lawful attorney for him and in his name, place, and stead to sign the Form
S-8 Registration Statement and all amendments thereto for World Fuel Services
Corporation, giving and granting unto said attorney full power and authority to
do and perform all and every act and thing whatsoever requisite and necessary to
be done in and about the premises as fully, to all intents and purposes, as he
might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that each said attorney or his
substitute shall lawfully do or cause to be done by virtue thereof.

       IN WITNESS WHEREOF, I have hereunto set my hand the 25th day of February,
1997.

Sealed and delivered in
the presence of:

/s/ WANDA TELLECHEA
    ---------------
    Wanda Tellechea

/s/ ILEANA GARCIA                      /s/ PHILLIP S. BRADLEY
    ---------------                        ------------------
    Ileana Garcia                          Phillip S. Bradley

STATE OF FLORIDA   )
COUNTY OF DADE     )

       BE IT KNOWN, that on the 25th of February, 1997, before me, Wanda
Tellechea, a notary in and for the State of Florida, duly commissioned and
sworn, personally came and appeared Phillip S. Bradley to me PERSONALLY KNOWN
(or has produced __________________________ as identification), and known to me
to be the same person described in and who executed the within Power of
Attorney, and he acknowledged the within Power of Attorney to be his act and
deed.

       IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
seal of office the day and year last above written.

                              /s/ WANDA TELLECHEA
                                  ---------------
                                  Wanda Tellechea
                                  Notary Public

                                  WANDA TELLECHEA
                                  ---------------
                                  Name of Notary (Typed, Printed
                                  or Stamped)
My Commission Expires:

                              POWER OF ATTORNEY                    EXHIBIT 24(H)

       KNOW ALL MEN BY THESE PRESENTS that the undersigned, Myles Klein, a
Director of World Fuel Services Corporation, a Florida corporation, has made,
constituted and appointed, and by these presents does make, constitute and
appoint, Ralph R. Weiser and Jerrold Blair, and each of them severally, his true
and lawful attorney for him and in his name, place, and stead to sign the Form
S-8 Registration Statement and all amendments thereto for World Fuel Services
Corporation, giving and granting unto said attorney full power and authority to
do and perform all and every act and thing whatsoever requisite and necessary to
be done in and about the premises as fully, to all intents and purposes, as he
might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that each said attorney or his
substitute shall lawfully do or cause to be done by virtue thereof.

       IN WITNESS WHEREOF, I have hereunto set my hand the 11th day of March,
1997.

Sealed and delivered in
the presence of:

/s/ JANICE SHULMAN
    --------------
    Janice Shulman

/s/ GEORGE BARRETO                      /s/ MYLES KLEIN
    --------------                          -----------
    George Barreto                          Myles Klein

STATE OF FLORIDA   )
COUNTY OF DADE     )

       BE IT KNOWN, that on the 11th of March, 1997, before me, Magda Abdo, a
notary in and for the State of Florida, duly commissioned and sworn, personally
came and appeared Myles Klein, to me personally known (or has produced _________
________________ as identification), and known to me to be the same person
described in and who executed the within Power of Attorney, and he acknowledged
the within Power of Attorney to be his act and deed.

       IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
seal of office the day and year last above written.

                              /s/ MAGDA ABDO
                                  ----------
                                  Magda Abdo
                                  Notary Public

                                  MAGDA ABDO
                                  ----------
                                  Name of Notary (Typed, Printed
                                  or Stamped)
My Commission Expires:

                            POWER OF ATTORNEY                      EXHIBIT 24(I)

       KNOW ALL MEN BY THESE PRESENTS that the undersigned, Michael J. Kasbar, a
Director of World Fuel Services Corporation, a Florida corporation, has made,
constituted and appointed, and by these presents does make, constitute and
appoint, Ralph R. Weiser and Jerrold Blair, and each of them severally, his true
and lawful attorney for him and in his name, place, and stead to sign the Form
S-8 Registration Statement and all amendments thereto for World Fuel Services
Corporation, giving and granting unto said attorney full power and authority to
do and perform all and every act and thing whatsoever requisite and necessary to
be done in and about the premises as fully, to all intents and purposes, as he
might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that each said attorney or his
substitute shall lawfully do or cause to be done by virtue thereof.

       IN WITNESS WHEREOF, I have hereunto set my hand the 25th day of February,
1997.

Sealed and delivered in
the presence of:

/s/ STEVEN A. SCOPPETUOLO
    ---------------------
    Steven A. Scoppetuolo

/s/ PAUL STEBBINS                      /s/ MICHAEL J. KASBAR
    ---------------------                  -----------------
    Paul Stebbins                          Michael J. Kasbar

STATE OF NEW JERSEY)
COUNTY OF BERGEN    )

       BE IT KNOWN, that on the 25th of February, 1997, before me, Stacey L.
Thompson, a notary in and for the State of New Jersey, duly commissioned and
sworn, personally came and appeared Michael J. Kasbar, TO ME PERSONALLY KNOWN
(or has produced ________________________ as identification), and known to me to
be the same person described in and who executed the within Power of Attorney,
and he acknowledged the within Power of Attorney to be his act and deed.

       IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
seal of office the day and year last above written.

                              /s/ STACEY L. THOMPSON
                                  ------------------
                                  Stacey L. Thompson
                                  Notary Public

                                  STACEY L. THOMPSON
                                  ------------------
                                  Name of Notary (Typed, Printed
                                  or Stamped)
My Commission Expires:

                             POWER OF ATTORNEY                     EXHIBIT 24(J)

       KNOW ALL MEN BY THESE PRESENTS that the undersigned, Paul Stebbins, a
Director of World Fuel Services Corporation, a Florida corporation, has made,
constituted and appointed, and by these presents does make, constitute and
appoint, Ralph R. Weiser and Jerrold Blair, and each of them severally, his true
and lawful attorney for him and in his name, place, and stead to sign the Form
S-8 Registration Statement and all amendments thereto for World Fuel Services
Corporation, giving and granting unto said attorney full power and authority to
do and perform all and every act and thing whatsoever requisite and necessary to
be done in and about the premises as fully, to all intents and purposes, as he
might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that each said attorney or his
substitute shall lawfully do or cause to be done by virtue thereof.

       IN WITNESS WHEREOF, I have hereunto set my hand the 24th day of February,
1997.

Sealed and delivered in
the presence of:

/s/ STEVEN A. SCOPPETUOLO
    ---------------------
    Steven A. Scoppetuolo

/s/ MICHAEL J. KASBAR                  /s/ PAUL STEBBINS
    ---------------------                  -------------
    Michael J. Kasbar                      Paul Stebbins

STATE OF NEW JERSEY)
COUNTY OF BERGEN    )

       BE IT KNOWN, that on the 24th of February, 1997, before me, Stacey L.
Thompson, a notary in and for the State of New Jersey, duly commissioned and
sworn, personally came and appeared Paul Stebbins, TO ME PERSONALLY KNOWN (or
has produced _____________________ as identification), and known to me to be the
same person described in and who executed the within Power of Attorney, and he
acknowledged the within Power of Attorney to be his act and deed.

       IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
seal of office the day and year last above written.

                              /s/ STACEY L. THOMPSON
                                  ------------------
                                  Stacey L. Thompson
                                  Notary Public

                                  STACEY L. THOMPSON
                                  ------------------
                                  Name of Notary (Typed, Printed
                                  or Stamped)
My Commission Expires: