UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549 
                                   FORM 10-K 
 X    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 (FEE REQUIRED) 
For the fiscal year ended February 28, 1997

                                       OR

___   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _________________ to ________________________

Commission File No. 1-8862

                            MARK IV INDUSTRIES, INC.                         
-----------------------------------------------------------------------------
            (Exact name of Registrant as specified in its charter)

          Delaware                                     23-1733979            
_______________________________          ___________________________________
(State or other jurisdiction of          (IRS employer Identification number)
 incorporation or organization)

501 John James Audubon Pkwy., P.O. Box 810, Amherst, NY        14226-0810    
-------------------------------------------------------        ----------
(Address of principal executive offices)                       (Zip Code) 

     Registrant's telephone number, including area code:  (716) 689-4972 

     Securities registered pursuant to Section 12(b) of the Act:
 
                                                        Name of exchange on
            Title of Class                                which registered  
            --------------                             ----------------------
         Common Stock, $.01 par value                  New York Stock Exchange 

     Securities registered pursuant to Section 12(g) of the Act: None 

      Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes  X .  No    .
                                                    ---      ---
     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  X 
                             ---
      The aggregate market value of the voting stock of the Registrant held by
non-affiliates of the Registrant based on the closing price of the Common
Stock on May 1, 1997 on the New York Stock Exchange was $1,262,013,328.
 
      As of May 1, 1997, the number of outstanding shares of Registrant's
Common Stock, $.01 par value, was 64,899,030 shares. 
 
                      Documents Incorporated By Reference 
                      -----------------------------------
      Portions of the Registrant's definitive proxy statement to be filed
pursuant to Regulation 14A not later than 120 days after the end of the fiscal
year are incorporated by reference into Part III. 


<PAGE>2


                            MARK IV INDUSTRIES, INC.
                             INDEX TO ANNUAL REPORT
                                  ON FORM 10-K


PART I                                                                Page

Item 1:     Business ..................................................3
Item 2:     Properties ...............................................15
Item 3:     Legal Proceedings ........................................16
Item 4:     Submission of Matters to a Vote
             of Security Holders .....................................16


PART II

Item 5:     Market for the Company's Common Stock and
             Related Security Holder Matters .........................17
Item 6:     Selected Financial Data ..................................18
Item 7:     Management's Discussion and Analysis
             of Financial Condition and Results 
             of Operations ...........................................20
Item 8:     Financial Statements and Supplementary 
             Data ....................................................26
Item 9:     Disagreement on Accounting and Financial 
             Disclosure ..............................................48


PART III

Item 10:    Directors and Executive Officers of the 
             Registrant ..............................................48
Item 11:    Executive Compensation ...................................48
Item 12:    Security Ownership of Certain Beneficial
             Owners and Management ...................................48
Item 13:    Certain Relationships and Related 
             Transactions ............................................48


PART IV

Item 14:    Exhibits, Financial Statement Schedules and 
             Reports on Form 8-K .....................................48
            Signatures ...............................................54
            Exhibit Index ............................................55


<PAGE>3

                                     PART I

ITEM 1.  BUSINESS


General

      Mark IV Industries, Inc. ("Mark IV" or "the Company") is a diversified
manufacturer of a broad range of proprietary and other power and fluid
transfer products and systems which serve primarily automotive and industrial
markets.  Many of Mark IV's product groups have a significant, and in certain
instances the leading share of their respective markets.  Products
manufactured by Mark IV principally serve specialized needs in markets in
which relatively few manufacturers compete.  These products are sold primarily
directly, but also through independent distributors, to other manufacturers
and commercial users in the United States and Europe and, to a lesser extent,
in Canada, Latin America and the Far East.  Mark IV operates 63 manufacturing
facilities and 45 distribution and sales locations and employs approximately
15,800 people in 19 countries.

      Mark IV's business strategy is focused on building its worldwide
Automotive and Industrial business segments through internal growth and
selective strategic acquisitions, and the continuation of cost control and
quality improvement programs.  The Company's operating strategy emphasizes
establishing cooperative programs with customers to engineer, design and
develop higher value-added systems in addition to individual products, the
introduction of new, more cost effective and durable products, and management
for continuous improvement.

      In furtherance of these strategies, over its last five fiscal years,
Mark IV has:  

      (i)   enhanced its ability to provide a broader range of products to its
            existing customers through its $286.3 million  acquisition of
            Purolator Products Inc. ("Purolator"), a leading manufacturer of
            automotive and industrial filtration products and systems in late-
            fiscal 1995;
      (ii)  established joint ventures in Latin America and is in the process
            of establishing manufacturing facilities in both Argentina and
            Brazil; 
      (iii) established distribution centers to serve markets in Latin America
            and the Pacific Rim, and acquired manufacturing and distribution
            facilities in Mexico; 
      (iv)  increased its industrial hose and couplings production capacity
            and strengthened its position in the hose and couplings products
            market through its $78 million acquisition of Imperial Eastman at
            the beginning of fiscal 1997;
      (v)   emphasized continuous product development, with a significant
            amount of its current sales arising from the introduction of new
            products or products which have been redesigned; and 
      (vi)  initiated a restructuring of the Company's manufacturing and
            distribution facilities to make them more focused and cost
            effective.  

<PAGE>4


Recent Developments


      At the beginning of fiscal 1997, the Company acquired the net assets of
Imperial Eastman for a cash purchase price of approximately $78 million. 
Imperial Eastman is a manufacturer and marketer of a broad range of
thermoplastic hydraulic and pneumatic hose assemblies, and steel and brass
couplings, adapters and fittings for both high and low pressure applications. 
Imperial Eastman is included in the Company's Industrial business segment.

      During fiscal 1997, the Company also acquired the net assets of Cinotto
Tecnomeccanica S.p.A. ("CTM")  for a cash purchase price of approximately
$17.2 million.  This acquisition enabled Mark IV Automotive to extend its
systems delivery capability in the power transmission area by broadening its
spectrum of systems and components offered to its OEM customers.

     As part of the Company's strategy to become more focused within its
Industrial business segment, the Company sold its Professional Audio, Vapor
Corporation, Interstate Highway Signs, and Eagle Signal businesses and certain
other non-operating assets during fiscal 1997.  Shortly after the end of the
fiscal year, the Company also sold its Gulton Data Systems and LFE Industrial
Systems businesses.  The total of all of these divestitures generated gross
proceeds of approximately $313 million.  

      During fiscal 1997, the Company also initiated a restructuring of its
manufacturing and distribution facilities, which is expected to improve
customer service, reduce costs and dedicate its facilities to either the
Automotive or Industrial business segments.  The restructuring resulted in a
pre-tax charge against earnings of $112.5 million, with $51.8 million related
to cash expenditures required to be made primarily over a two-year period. 
The remaining $60.7 million non-cash portion of the charge represents
primarily asset write-offs and pension benefits to be paid out of the
Company's pension fund.

      In March 1997, the Company announced its intention to acquire up to 7.3
million shares of its outstanding Common Stock.  It is expected that such
shares would be purchased in the open-market, or through privately negotiated
transactions, at prices which the Company considers to be attractive.  Through
May 1, 1997, the Company acquired approximately 1.5 million of such shares, at
an average cost of $23.33 per share, or a total cost of approximately $35
million.

Segment Information

     The Company classifies its operations into the following two business
segments:

      (i)   Mark IV Automotive, which includes the design, manufacture and
            distribution of (a) fuel, power transmission, and fluid handling
            systems and components, and (b) filters and filtration systems,
            for the global automotive aftermarket and OEM (original equipment
            manufacturers) market; and

      (ii)  Mark IV Industrial, which includes the design, manufacture and
            distribution of power and fluid management systems and components
            for industrial OEM and distribution markets worldwide.

<PAGE>5


      Financial information regarding the business segments is presented in
Note 14 to the Company's audited consolidated financial statements included
elsewhere herein.  A more detailed discussion concerning the make-up of the
Company's two business segments follows.  


MARK IV AUTOMOTIVE


Overview

     Mark IV Automotive is a global manufacturer of automotive systems and
components primarily operating under the trade names of Dayco and Purolator. 
Mark IV Automotive's sales accounted for approximately 53%, or $1.1 billion,
of the Company's consolidated net sales in fiscal 1997, with approximately 40%
of such sales made to customers outside of the U.S.

      Mark IV Automotive develops, manufactures and markets systems and
components primarily in the fuel, power transmission, fluid handling and
filtration technology areas.  In the design, manufacture and distribution of
its products, Mark IV Automotive places particular emphasis on the use of
complete systems or subsystems to meet the needs of its global customers.  In
addition, products are designed to improve or enhance automotive safety,
passenger comfort and/or the environment.

      Mark IV Automotive's fuel products include all systems and components
required for the safe transport of fuel from the gas tank inlet into a
vehicle's gas tank, and then from the tank into the engine.  Products vary
from complete fuel systems to individual components, including tubes, hose,
couplings, fuel filler and other assemblies, fittings, valves, canisters and
filters.  Power transmission products include accessory drive and camshaft
drive systems, consisting of components such as belts, pulleys, idlers,
tensioners and dampers for the global automotive market.  Fluid handling
products consist of hose and hose assemblies for power steering, air
conditioning, oil cooler, and other high-pressure applications; as well as
radiator hose, heater hose and other related hose, couplings and assemblies. 
Mark IV Automotive also manufactures automotive filtration products, including
a complete line of filters and filter housings for automotive, light truck and
heavy duty applications.

Automotive OEM

      Mark IV Automotive designs and manufactures systems and components for
most automotive producers in the world, including OEMs in North America,
Europe, South America and the Asia/Pacific region.  The segment's Automotive
OEM business accounted for approximately 25% of the Company's consolidated net
sales in fiscal 1997.  

      In the automotive OEM market, Mark IV's emphasis is on providing
complete systems or subsystems to meet the needs of its global customers,
rather than simply providing components, which helps OEM customers minimize
their fixed expense and allows Mark IV to increase its sales dollars per
vehicle.   Over the past several years, Mark IV's efforts have been focused on
expanding its technological and engineering capabilities.

<PAGE>6



      Mark IV Automotive has nine technical centers located in the U.S. and
Europe, each of which is dedicated to the development of products in the
Company's core automotive technology areas.  Mark IV's research and
development activities and resources are coordinated on a global basis to
avoid duplication, and to enable the Company to capitalize on developments and
improvements in its core technology areas by applying them throughout the
entire organization.

      Flexibility in automotive systems design plays a key role in the
development of the Company's OEM products.  Until five years ago, the Company
was basically an automotive parts manufacturer, and the vast majority of those
parts were rubber-based.  Over the past five years, as the Company has evolved
into a systems supplier, its engineers began to incorporate new and different
materials into their systems designs in order to meet customer specifications
regarding performance criteria, such as permeation, noise, temperature, weight
and durability.

      Mark IV Automotive designs, manufactures and distributes automotive
systems and components in the following core technology areas:  Power
Transmission, Fuel, Fluid Handling and Filtration.

Power Transmission Systems 

      Mark IV Automotive manufactures accessory drive and camshaft drive
systems, consisting of components such as belts, pulleys, idlers, tensioners
and dampers for the global automotive market.  The Company's goal is to
continue providing its customers with innovative power transmission products
with performance characteristics that meet or exceed their changing needs.  At
the Company's technical centers in Rochester Hills, Michigan; Springfield,
Missouri; and Chieti, Italy, systems engineering capabilities and knowledge
are utilized to serve customers around the world.

      Over the past several years, the layouts of a majority of the Company's
power transmission manufacturing plants have been redesigned, and the balance
of these facilities are scheduled for similar improvement.  As a result of
recent capital investments in this area, quality, productivity and lead time
at these operations have improved dramatically.

      The acquisition of CTM, an Italian manufacturer of automotive vibration
dampers, located in Valperga, Italy, expands the Company's capabilities in the
power transmission area by broadening the spectrum of systems and components
offered to automotive OEM customers.  From a technical standpoint, dampers are
being used in increasingly more power transmission applications, making CTM a
strategic acquisition. 

      In Cordoba, Argentina, ground has been broken for a new manufacturing
facility to produce camshaft and accessory drive systems and components for
the South American automotive OEM and aftermarket.  This wholly-owned
subsidiary, Dayco Argentina, S.A., was established primarily to serve the
Company's European OEM customers, including Fiat, VW, Ford, Renault and
Peugeot, who manufacture in the region.

<PAGE>7



Fuel Systems

      Mark IV Automotive's fuel systems products include all systems and
components required for the safe transport of fuel from the gas tank inlet
into a vehicle's gas tank, and then from the tank into the engine.  The
Company's products vary from complete systems to individual components,
including tubes, hoses, couplings, fuel fillers and other assemblies,
fittings, valves, canisters, filters and quick connectors.  These products
currently are manufactured in North America, Europe and South America, and are
sold to major OEM customers around the world. 

      With a focus on expansion, Daytec, S.A. -- the Company's joint venture 
established in the growing industrial region of Juatuba, Minas Gerais,
Brazil -- is now operational, and delivery of fuel systems, primarily to Fiat,
has begun.

Fluid Handling Systems

      The Company's fluid handling systems products consist of hose and hose
assemblies for power steering, air conditioning, oil cooler, and other high-
pressure applications, as well as radiator hose, heater hose and other related
hose, couplings and assemblies.  

      During fiscal 1997, the Company introduced a quieter, patented noise-
tuning device for use in power steering hose assemblies.  In addition, late in
fiscal 1997, production began at the Company's new power steering and air
conditioning hose manufacturing plant in Follonica, Italy, which will help the
Company meet the increasing demand for these products in Europe.  Almost 50%
of vehicles produced today in Europe include both air conditioning and power
steering, while in the U.S., over 95% of all new vehicles are comparably
equipped.  The number of cars manufactured in Europe which feature these
products is growing at a faster rate than the overall market, representing a
continuing growth opportunity for Mark IV Automotive.

      During the year, a manufacturing plant was built in Melbourne,
Australia, to supply power steering and air conditioning hose assemblies to
Ford and other OEM customers.  Production at the facility is expected to begin
this summer.    

Filters and Filtration Systems 

      Mark IV Automotive manufactures a complete line of automotive oil, air
and fuel filters manufactured and sold primarily in North America.  Through
its ownership position in Purolator India Ltd, the Company also supplies
filtration products to the Indian automotive market, while licensees
manufacture and distribute the Company's filters in Columbia, Peru, Argentina
and Saudi Arabia.  

      The Company plans to expand its filters production in Europe, in order
to serve the growing markets in that region.  In addition, the Company is
exploring opportunities in fast-growing markets such as Mexico, South America,
the Middle East, South Africa and the Asia/Pacific region.  Penetration in
these areas will utilize the strength of the Company's existing distribution
and sales networks. 


<PAGE>8



     In addition to geographic expansion, the Company's growth in its filters
business will be pursued through the introduction of new products.  On the OEM
side of the business, the Company has new filter programs in place which are
strengthening its position with customers.  Today, 33% of the filters the
Company manufactures are sold to its OEM/OES ("Service") customers, such as
Ford, Chrysler, Renault, Toyota, Nissan, Mazda and Subaru. Utilizing its
research and development capabilities, the Company is working together with
its customers to develop new oil, cabin air, fuel and in-tank fuel filters.

Automotive Aftermarket

      The Company's products in the automotive aftermarket include a vast
array of automotive belts, hose, filters and accessories to automotive
warehouse distributors, oil companies, quick lubes, original equipment service
centers, retail and auto parts chains, mass merchandisers, farm and fleet
stores, and hardware distributors. The automotive aftermarket accounted for
approximately 28% of the Company's consolidated net sales in fiscal 1997.

      The Company's automotive aftermarket business is divided between the
"traditional" and "maintenance" markets.  The traditional market, which
accounts for approximately one third of the aftermarket business, includes
standard "wear-and-tear" replacement and repair products, such as belts and
hose.  The balance of aftermarket sales are to the maintenance market, which
includes regularly scheduled maintenance or upkeep products, such as filters. 

      Mark IV Automotive's aftermarket products include V-ribbed belts, V-
belts, and timing belts; radiator, automotive service, fuel line and heater
hose and assemblies; as well as fan clutches, transmission oil coolers, fan
blades, electric fans, couplings and pulleys.  With the addition of Purolator,
the Company's product offerings were expanded to include a complete line of
automotive oil, air and fuel filters for virtually all automobiles and light
duty trucks currently operated in North America, including those manufactured
by North American, Japanese and European OEMs.

      The integration of the belts and hose manufactured and marketed by the
Company's Dayco Products operations, and the filters supplied by Purolator
Products is essentially complete.  Sales and marketing activities have been
merged, and in Europe, all of the Company's aftermarket products are being
distributed from a new warehouse facility in Turin, Italy.  This facility
replaces three previously-existing locations in Europe.  In Canada, two
warehouses have been consolidated into one location, which now houses the full
range of the Company's aftermarket products.   

      In Fayetteville, North Carolina, construction has begun on a new,
506,000 square-foot North American distribution facility, which should be
operational by the end of fiscal 1998.  Consolidating four existing facilities
into one distribution center, this location will supply aftermarket products
to customers in the Eastern portion of the U.S., representing 70%-80% of the
Company's aftermarket volume in the U.S. 


<PAGE>9


      During fiscal 1997, the Company developed and introduced a new premium
oil filter -- PureONE(tm) -- to its North American aftermarket customers.  The
PureONE filter features an improved Micronic(R) filter medium, with 96%
efficiency and more pleats for enhanced flow.  Marketing surveys indicated
that consumers would be willing to pay a premium over standard pricing for a
filter that delivered a real performance improvement.  Consequently, PureONE
filter merchandising includes attractive, self-selling packaging and an
attention-grabbing shelf display, which features cutaway views of three actual
oil filters -- the PureONE and two competitors' filters -- so that consumers
can see for themselves the distinct features, advantages and benefits of the
PureONE filter.

      Also during the year, the Company developed a complete line of automatic
serpentine belt tensioners for the aftermarket, representing the first
automotive tensioners made available to this market.  This makes it possible
to replace 56 original equipment part numbers with only 24 replacement parts. 
The flat-spring design and thicker aluminum casing give these Dayco(R) brand
tensioners a performance and quality edge over the competition.

      In South America and the Asia/Pacific region, the Company is utilizing
its position as an OEM supplier to introduce products to the automotive
aftermarket.  In Asia, the Company's position has been strengthened by the
opening of a sales office in Hong Kong, and a distribution network is being
established in China.



MARK IV INDUSTRIAL


Overview

      Mark IV Industrial provides Power and Fluid Management systems and
components to specifically targeted industrial markets around the world.  Mark
IV Industrial accounted for approximately 47%, or $1.0 billion, of the
Company's consolidated net sales in fiscal 1997, with approximately 25% of
such sales to customers outside of the U.S.

      Mark IV Industrial combines the strengths of Dayco Products, Imperial
Eastman, Dayco Swan, Facet International, Purolator Filter Products and
Purolator Products Air Filtration, in addition to several transportation and
other businesses.  

      During fiscal 1997, as part of a company-wide restructuring program,
Mark IV Industrial continued streamlining its organizational structure and
production techniques, and sold several non-core operations.  A fundamental
driver of this ongoing strategy is to better serve the Company's customers
through expanded product offerings, improved operating efficiencies and better
utilization of resources.  

      To guide the Company's growth into the next century, its approach to its
target markets has been refocused on two primary areas: Power Management and
Fluid Management.  The Company's Power Management systems and components are
used in the transmission of power -- either mechanically, or through the use
of hydraulics or fluid power.  Fluid Management systems and components are
used in the movement, containment, processing, treatment or control of fluids. 


<PAGE>10


      The Company works closely with its customers to design  products
tailored to their individual needs.  The systems and components in these areas
primarily consist of a variety of belts, tensioners and pulleys; hose,
couplings and assemblies; and filters, coalescers, separators and vessels,
which are specially designed for a variety of industrial applications.  

      In the Power and Fluid Management areas, the Company is targeting the
following markets: petroleum and natural gas, mining, agriculture, wood,
water, chemical, pharmaceutical, and heating, ventilation and air conditioning
(HVAC).  In these markets, the Company's products are supplied either directly
to industrial OEMs, or through established distribution networks.  In
addition, each of the Company's business units continues to target markets
that are unique to its specific product capabilities.  Mark IV's
transportation products are sold to government agencies and contractors, as
well as to aircraft and mass transit vehicle equipment manufacturers.


Power Management Systems and Components

      Early in fiscal 1997, the Company acquired Imperial Eastman, a  North
American manufacturer of hydraulic and pneumatic hose and fittings.  This
acquisition expanded the Company's customer base and market share, while
strengthening its competitive position with industrial OEMs. 

      Following the acquisition, a significant effort was undertaken to merge
the fluid power products of Dayco Products and Imperial Eastman -- with an
emphasis on maintaining the proprietary strengths of each product line, while
eliminating areas of duplication.  The product offerings of the two companies
have now been consolidated and divided into two offerings -- Dayco(R)
Eastman(tm) hydraulic products, and Dayco Imperial(tm) pneumatic products --
both of which fall into the Company's Power Management area. 

      In fiscal 1997, the Company had growth in its high-torque synchronous
power transmission belt sales.  Increased production capabilities in this
product area have allowed Mark IV to begin to pursue the roller chain market,
which is estimated to exceed $1 billion worldwide.  Dayco-designed products --
like its RPP(R) Panther(R) Synchronous Belt Drive System -- are ideal
alternatives to roller chains.  In comparison, the Company's Panther belt
drive system offers improved performance, increased drive life, and
drastically reduced maintenance and downtime.  This high-growth area provides
Mark IV with many opportunities for geographic and product expansion.

      For over 30 years, Purolator Filter Products has supplied specialized
hydraulic fluid filters for aerospace and military applications.  This
capability will be utilized in targeted industrial markets in the current
year, with the introduction of a broad line of hydraulic filters.  The line
will include high-pressure hydraulic and low-pressure spin-on filters, and
replacement filter elements, and will be marketed through Dayco Eastman
product distributors, as well as through traditional hydraulic filter
distributors.


<PAGE>11




Fluid Management Systems and Components

      Facet International designs and manufactures filters, water separators,
bilge separators, refueling or filtration systems, and anti-pollution and
water recycling systems for all types of liquids, gases, or liquid gases, for
aviation, marine, petrochemical, power generation and general industrial
markets.  During the year, Facet was selected as the exclusive supplier of all
aviation fuel filtration equipment for the new Hong Kong Airport, which is
expected to open in calendar year 1998.  New products include pits, pit
valves, pit couplings, underwing couplings, meters and overflow control
valves, which are used in aviation refueling systems.  In addition, the
Company has developed a line of water recycling systems for car wash
applications, a line of small bilge separators, and a spin-on filter for gas
stations.

      The Dayco Eastman Predator(tm) sewer cleaning hose was introduced during
fiscal 1997.  This newly-designed hose features a unique, totally bonded
construction, which prevents kinking of the hose in difficult applications. 
In the general service and multi-purpose hose area, Dayco's air and water hose
were improved and consolidated in fiscal 1997, allowing distributors to stock
less inventory while still meeting the needs of their customers. 

      Dayco has entered a new hose market through the introduction of a highly
flexible energy transfer hose used primarily for radiant heating applications
in residential and commercial buildings.  Marketed through an OEM partner,
this product replaces the stiffer, thermoplastic pipe used in current radiant
heating systems.  An alternative to forced air systems, radiant heating
systems run under the floor boards, providing consistent, economical heat by
passing hot liquids through the energy transfer hose. 

      Purolator Filter Products has developed a unique sand filtration
technology for use in the exploration and extraction of crude oil.  Using the
new, PoroPlus(tm) metal filter technology, oil rigs can pump more crude oil,
faster, and with less downtime caused by clogging -- a common problem of
current sand filters.  

      Dayco Swan, a manufacturer of garden hose, introduced its Hoze-O-
Saurus(tm), a new, light-weight, easy to handle "Kidz Water Hoze."  The Hoze-
O-Saurus is a brightly colored purple on the outside, with an FDA-approved
drinking water safe tube specifically designed for use by children.  Another
new product is the Swan(R) chemical safety hose, which uses a backflow
preventer designed to keep lawn and garden chemicals in sprayers from flowing
back into the garden hose and contaminating it.  

      Through Purolator Products Air Filtration, Mark IV Industrial
manufactures and distributes heating and air conditioning filters for
residential, commercial and industrial uses.  The company manufactures a broad
range of filters -- from basic efficiency panel filters used in homes, to
medium- and high-efficiency products used in office buildings, hospitals and
manufacturing facilities.  

<PAGE>12


      During fiscal 1997, efforts to improve indoor air quality through
refined medias for existing products continued, while advances were made in
technology for new filter products.  The Company's new Defiant(tm) bag and
rigid box filters and pleat media are specifically manufactured for system
applications requiring high-efficiency, non-shedding media filtration. 
Customers include hospitals, health care facilities, food processing plants,
pharmaceutical manufacturing, telecommunications and other HVAC applications. 
Defiant filters redefine filtration technology by outperforming similar
products in efficiency and dust-holding capacity, as well as affordability.  
The Defiant media was created through the research and development
capabilities of Kimberly-Clark, who has given Purolator an "exclusive" on this
media for an introductory period of time.  The Defiant media gives Purolator a
distinct advantage over the competition, which is expected to result in
additional sales and profits for the Company. 

      During the year, the Company's Kenly, North Carolina, operation
installed specialized equipment for the production of High Efficiency
Particulate Air (HEPA) filters and hardware.  HEPA equipment operates in an
efficiency range of 99.97% to 99.999% on .3 micron particles.  HEPA filters
are used in clean room areas, and in such industries as biotechnology,
micro-electronics and pharmaceutical, as well as in nuclear applications.  In
order to more fully participate in the HEPA market, the Company has been
working with its customers to design a new line of housings and specialized
hardware for HEPA filters, which incorporates features and benefits that are
attractive to the industry.

Industrial Distribution Center Update

      After one year of operation, the Company's distribution center in
Louisville, Kentucky, is already shipping more than twice the product
originally anticipated.  In addition, as part of the integration of Imperial
Eastman, two of their warehouses were also consolidated into Louisville in the
past year.  The advanced technology systems designed into this distribution
center from the start enabled the facility to handle the large volume
increase.  Further efficiencies and cost savings have been realized by
instituting a cycle-counting system that eliminates the need for a yearly
inventory, while maintaining nearly 100% accuracy in tracking which products
are on the shelf and ready to ship.

Transportation and Other

      Also included in Mark IV Industrial are mass transit businesses which
provide a variety of road and highway products serving the transportation and
infrastructure industries in North America, Europe and Asia.  The product
lines in this group include intelligent vehicle highway systems and
information display and lighting systems, which are sold to mass transit
agencies, transportation authorities, bus, rail and aircraft OEMs, state and
local municipalities, and the transportation aftermarket.

      In the electronic toll collection market, the Company has leveraged this
success with the Interagency Group and the E-ZPass(sm) system, to secure new
business.  The Interagency Group represents the ten transportation authorities
in New York, New Jersey, Pennsylvania, Delaware and Maryland, which account
for more than 70% of the toll collection activity in the U.S.


<PAGE>13


      Also included in this group are Luminator Mass Transit, SLE and LLE. 
Together, these companies position Mark IV as a worldwide supplier of
electronic passenger information displays for public transportation vehicles. 
Late in fiscal 1997, SLE won a contract to equip 6,000 buses and install the
central software for the Countdown(tm) vehicle location and passenger
information system in London, England.  

      Utilizing technology developed by the Company's F-P Electronics unit,
Mark IV provides the Optima(tm) line of high-intensity, high-visibility and
low-maintenance signs -- which combine the best features of its LED and flip
dot technology designs -- for fixed installation and mass transit vehicle
applications.  

      In addition to transportation products, the Company's Protective
Closures operation manufactures plastic and metal caps, plugs, seals and
protective netting sold to a broad base of industrial and automotive OEM
customers, while its Mokon operation produces circulating oil and water
temperature control systems.


Marketing and Competition
 
      Mark IV's products are marketed primarily in the United States and
Europe, and to a lesser extent in Canada, Latin America and the Far East.  The
Company uses its own sales engineers and other sales personnel, independent
distributors and sales representatives to market its products. 

      A majority of the Company's products have a significant and in many
instances the leading market share in their respective markets.  Most of the
markets for the Company's products are characterized by a limited number of
competitors; however, competition in certain of those markets is intense. 
Some of the Company's competitors are substantially larger than Mark IV and
have greater financial resources.  The Company competes on the basis of price,
quality, technical innovation and its ability to fill orders promptly, with
the relative importance of each factor depending on the market for the
particular product.  


Backlog

      The Company does not believe that the backlog of orders for any of its
products is material to the Company as a whole.  



Patents and Trademarks
 
      Although a number of patents and trademarks have been issued to the
Company and its subsidiaries, the Company believes its competitive position is
more dependent on its technical knowledge and processes than on patent or
trademark protection.  The Company believes, however, that its trademarks and
tradenames used in connection with certain products may be significant to its
business. 


<PAGE>14




Research and Development

      The Company is engaged in ongoing research and development in connection
with new and existing products.  Research and development expenditures are
expensed as incurred, and amounted to $44.5 million; $36.8 million and $27.8
million for the Company's continuing operations in fiscal 1997, 1996 and 1995,
respectively.  


Raw Materials and Supplies
 
      The materials and supplies used to produce the Company's products are
generally obtained from a wide variety of suppliers, and the Company has not
experienced any shortages.  Although certain materials are readily available
from only a few suppliers, the Company does not anticipate any significant
difficulties in obtaining any of these raw materials in the foreseeable
future. 


Government Regulation
 
      Certain of the Company's electrostatic control devices, smoke-detector
ionization elements and self-illuminating lights have radioactive components,
the production, storage and transportation of which are subject to federal,
state and local laws and regulations.  Federal and state regulations also
limit the amount of exposure the Company's employees may have to such
radioactive materials.  The Company has obtained the necessary licenses and
approvals required for its businesses and believes it is in material
compliance with all applicable regulations concerning radioactive materials
and employee safety. 

      A small portion of the Company's business is conducted pursuant to U.S.
Government contracts or sub-contracts.  Generally, government contracts and
sub-contracts contain provisions permitting termination at any time at the
convenience of the Government upon payment to the Company of costs incurred
plus a profit related to the work performed to the date of termination.
Substantially all of the Company's government contracts and sub-contracts
contain these provisions.  The Company, as a government contractor, is subject
to various statutes and regulations governing defense contracts. 

      Certain federal and state environmental superfund statutes generally
impose joint and several liability on present and former owners and operators,
transporters and generators for remediation of contaminated properties,
regardless of fault.  The Company has been designated as a potentially
responsible party under these statutes at a number of sites.  Based on the
facts currently known to the Company, management expects that the costs to the
Company of remedial actions at the sites where it has been named a potentially
responsible party, will not have a material adverse effect on the Company's
results of operations or financial condition.

      The Company's facilities are also subject to many other federal, state
and local requirements relating to the protection of the environment, and the
Company has made, and will continue to make, expenditures to comply with such
provisions.  The Company believes that its facilities are in material
compliance with these laws and regulations and does not believe that future
compliance with such laws and regulations will have a material adverse affect
on its results of operations or financial condition.

<PAGE>15

      The Company's operations are also governed by many other laws and
regulations, including those relating to workplace safety and worker health,
principally the "Occupational Safety and Health Act" and regulations
thereunder which, among other requirements, establish noise and dust
standards.  The Company believes that it is in material compliance with these
laws and regulations and does not believe that future compliance with such
laws and regulations will have a material adverse affect on its results of
operations or financial condition.


Employees

      The Company currently employs approximately 15,800 persons, of whom
approximately 12,400 are production employees, with the remainder serving in
executive, administrative, engineering or sales capacities.  Approximately
2,700 production employees are covered by 12 collective bargaining agreements
which expire at various times through the year 2001.  The Company believes its
relationship with its employees is good. 


Other

      Mark IV was incorporated in Delaware in 1970 and its executive offices
are at 501 John James Audubon Parkway, Amherst, New York 14226-0810.  Its
telephone number is (716) 689-4972. 


ITEM 2.  PROPERTIES 

      The table below summarizes the approximate floor space of the Company's
corporate office and principal manufacturing facilities by business segment. 
 
                                                   Approximate Floor Space     
                                               -----------------------------
                                               (In Thousands of Square Feet)

                                               Owned       Leased      Total
                                               -----      --------     -----

Corporate Office                                 -          31,000     31,000
Automotive     (1) (3)                        3,783,000  1,079,000  4,862,000
Industrial     (2) (3)                        3,477,000    621,000  4,098,000

(1)   Consisting of the following twenty-five facilities: 
      North American facilities (approximately 3,759,000 square feet): 
      Waynesville, NC; Walterboro, SC; Williston, SC; Ocala, FL; Ft. Worth,
      TX; Fayetteville, AR; Weston, Ontario, Canada; Easley, SC; Lexington,
      TN; Fayetteville, NC; Salt Lake City, UT; Mississauga, Ontario, Canada;
      Detroit, MI; Big Rapids, MI.

      European facilities (approximately 1,103,000 square feet): Torino, Italy
      (2); Baudour, Belgium; Chieti, Italy; Manopello, Italy; Varberg, Sweden;
      Ulricehamn, Sweden; Blidsberg, Sweden: Valperga, Italy; Follonica,
      Italy; Melbourne, Australia. 


<PAGE>16



(2)   Consisting of the following thirty-eight facilities:  
      North American facilities (approximately 3,640,000 square feet):
      Springfield, MO; Fort Scott, KS; Alliance, NE; Eldora, IA; McCook, NE;
      Walnut, CA; Davenport, IA; Bucyrus, OH; Buffalo, NY; Vero Beach, FL;
      Stillwell, OK; Tulsa, OK; Henderson, NC; Kenly, NC; Davenport, IA;
      Sacramento, CA; Newark, NJ; Greensboro, NC; Mexico City, Mexico; Plano,
      TX; Mississauga, Ontario, Canada (2); Cobourg, Ontario, Canada;  Grand
      Island, NY; Hudsonville, MI; Costa Messa, CA; Manitowoc, WI (2); Barrie,
      Ontario, Canada; Red Wing, MI; El Paso, TX.

      European Facilities (approximately 458,000 square feet):  Halesowen,
      U.K.; Torino, Italy; Barcelona, Spain; Treforest, Wales, UK; Lacoruna,
      Spain; Rastatt, Germany; and Nice, France.

(3)   The Automotive amounts include approximately 350,000 square feet from
      facilities listed in footnote 2 above.  This amount represents a portion
      of Industrial manufacturing facilities which manufacture products the
      Company classifies in its Automotive segment.
       
      The Company also owns or leases various small production facilities,
sales offices, distribution and research centers which are not included in the
above list of properties. 

      The Company believes that its existing facilities have sufficient
capacity to meet its anticipated needs in each of its industry segments for
the foreseeable future.  


ITEM 3.  LEGAL PROCEEDINGS


      The Company is involved in various legal and environmental related
claims or disputes in the ordinary course of business.  In the opinion of
management, the ultimate cost to resolve these matters will not have a
material adverse effect on the Company's financial position, results of
operations, or cash flows.  


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      Not applicable.


<PAGE>17

                                    PART II 


ITEM 5.  MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED SECURITY HOLDER     
          MATTERS

      The Company's Common Stock is listed on the New York Stock Exchange
(Symbol: IV).  The following table sets forth, for the fiscal periods
indicated, the high and low closing sale prices per share of the Company's
Common Stock as reported by the New York Stock Exchange.  All amounts have
been adjusted for the 5% stock dividend declared in April 1997.


                                 Fiscal 1997                   Fiscal 1996  
                               ----------------           ------------------
                               Low         High             Low        High
                               ---         ----             ---        ----

   1st Quarter                $18.125     $21.125         $15.375    $18.250
   2nd Quarter                $19.500     $22.375         $18.250    $21.375
   3rd Quarter                $19.000     $22.625         $16.750    $21.375
   4th Quarter                $19.875     $22.500         $16.375    $20.000

      As of February 28, 1997, the approximate number of holders of record of
the Company's Common Stock was 2,400.
 
      The Company declared total cash dividends of $.138 and $.113 per share
during fiscal 1997 and 1996, respectively.


<PAGE>18

<TABLE>
<CAPTION>

ITEM 6.  SELECTED FINANCIAL DATA


                             FIVE YEAR SUMMARY OF OPERATIONS
                      (Amounts in thousands, except per share data)

                                  Fiscal Year Ended the Last Day of February,
                             ------------------------------------------------
                             
                            1997      1996 (a)    1995 (a)     1994 (a)    1993 (a)
                            ----      -------     --------    ---------   ---------
       <S>                   <C>        <C>          <C>        <C>           <C>


Income Statement Data:

 Net sales from 
  continuing operations $2,076,000   $1,779,200  $1,306,400   $  958,900  $  806,700

 Operating income (b)   $  223,200   $  188,300  $  135,500   $  104,100  $   86,700

 Restructuring charge   $  112,500         -           -            -           -   

 Interest expense       $   59,000   $   52,600  $   46,300   $   43,100  $   44,400

 Income from continuing
   operations(c):
   Before restructuring
    charge               $ 100,200    $  82,800   $  55,000   $   38,200  $   26,700
   Restructuring charge    (67,500)        -           -            -           -   
      Total continuing      32,700       82,800      55,000       38,200      26,700
 Income from discontinued 
   operations (c): 
   Before divestitures       5,900        9,600      12,900       12,900      16,000
   Gain on divestitures     17,500         -           -           -            -   
      Total discontinued    23,400        9,600      12,900       12,900      16,000
 Extraordinary items (c)      -            -         (1,100)     (21,700)     (3,700)
 Cumulative effect of
  accounting change(c)        -            -           -         (26,000)       -   
     NET INCOME          $  56,100    $  92,400   $  66,800   $    3,400  $   39,000
                                     
 Primary earnings
  per share (d):                     
  Continuing operations:
   Before restructuring 
    charge               $    1.51     $    1.25   $   1.03    $     .78    $    .55
   Restructuring charge      (1.02)          -          -            -           -  
      Total continuing         .49          1.25       1.03          .78         .55
  Discontinued operations:
    Before divestitures        .09           .15        .24          .26         .33
    Gain on divestitures       .26           -          -            -           -  
      Total discontinued       .35           .15        .24          .26         .33
  Extraordinary items          -             -         (.02)        (.44)       (.08)
  Accounting change            -             -          -           (.53)        -  
      NET INCOME         $     .84     $    1.40   $   1.25    $     .07    $    .80



<PAGE>19


                                 Fiscal Year Ended the Last Day of February,       
                            ------------------------------------------------        
                            
                            1997      1996 (a)    1995 (a)     1994 (a)    1993 (a)
                            -----     -------     --------     --------    --------
         <S>                 <C>        <C>          <C>         <C>          <C>


 Fully-diluted earnings
  per share (d):                     
  Continuing operations:
   Before restructuring 
    charge                $   1.50    $   1.24     $    .96    $    .72    $    .54
   Restructuring charge      (1.01)        -            -           -           -  
      Total continuing         .49        1.24          .96         .72         .54
  Discontinued operations:
    Before divestitures        .09         .15          .21         .22         .27
    Gain on divestitures       .26         -            -           -           -  
      Total discontinued       .35         .15          .21         .22         .27
  Extraordinary items          -           -           (.02)       (.37)       (.06)
  Accounting change            -           -            -          (.44)        -  
      NET INCOME          $    .84    $   1.39     $   1.15     $   .13    $    .75

 Cash dividends paid
  per share (d)           $   .138    $   .113     $   .097     $  .084    $   .073

 Weighted average 
  number of shares                     
  outstanding (d):
    Primary                 66,300      66,200       53,600      49,100      48,600
    Fully-diluted           66,700      66,600       60,700      58,700      58,200


                                       As of the Last Day of February,           
                              ------------------------------------------      
                              
                            1997        1996        1995       1994        1993  
                            ----        ----        ----       ----        ----
        <S>                  <C>        <C>          <C>        <C>         <C>

 Balance Sheet Data:                    

  Working capital        $  364,600  $  404,900 $  379,700   $  312,800 $  275,400

  Total assets           $1,974,600  $2,013,100 $1,846,400   $1,282,300 $1,124,800

  Long-term debt         $  528,500  $  642,500 $  610,700   $  567,200 $  497,100

  Stockholders' equity   $  758,400  $  725,500 $  635,500   $  345,400 $  345,600
 
<FN>
____________________________
(a)  Restated to reflect discontinued operations.
(b)  Income from continuing operations before restructuring charge, interest expense   
      and taxes.
(c)  Net of related tax effects.
(d)  Restated to reflect the effects of the 5% stock dividend declared in April 1997.

</TABLE>




<PAGE>20


Item 7.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS



Liquidity and Capital Resources

The Company's short-term capital needs are met by cash generated through
operations, and supplemented by borrowings under various credit facilities to
the extent required.  During fiscal 1997, net cash provided by earnings
(income before restructuring and non-cash items) was $200 million, a 9.3%
increase over the $183 million generated in fiscal 1996, which in turn
represented an increase of $56.5 million (45%) over fiscal 1995.  At February
28, 1997, the Company's working capital investment was $364.6 million, a net
decrease of $40.3 million (10%) in comparison to $404.9 million at February
29, 1996, which in turn represented an increase of $25.2 million (6.6%) over
the total at February 28, 1995. 

Capital expenditures related to continuing operations in fiscal 1997 were
$109.2 million, which exceeded depreciation and amortization expense of $69
million for the year, and reflect an increase of $18.7 million over fiscal
1996's expenditures.  The increased level of expenditures in fiscal 1997
relates to the Automotive segment, with new facilities and equipment
expenditures required to support new products and increased business
opportunities primarily in the U.S. and Italy, and also in its expansion
efforts in Brazil, Argentina and Australia.  Excluding the effects of Imperial
Eastman, expenditures in the Industrial segment in fiscal 1997 were up
slightly from the level incurred in fiscal 1996.  Capital expenditures related
to continuing operations in fiscal 1996 were $90.5 million, which exceeded
depreciation and amortization expense of $59.2 million for the year, and
reflect an increase of $44.7 million over fiscal 1995's expenditures of $45.8
million.  Approximately $11 million of the fiscal 1996 increase resulted from
the capital requirements of Purolator for all of fiscal 1996, and only four
months of fiscal 1995.  Additionally, approximately $21 million of the
increase related to a new manufacturing facility and other increased capacity
requirements in the European units of the Company's Automotive business
segment, primarily in Italy.  The balance of the increase in fiscal 1996
related to the U.S. units of the Company's Industrial business segment,
including a new centralized warehouse and distribution facility.  

Management anticipates that the Company's capital expenditure requirements
will continue to exceed its annual depreciation and amortization charges in
fiscal 1998, due in part to capital required to effect the restructuring. 
Cash provided by earnings in fiscal 1997 was sufficient to fund the Company's
capital expenditure investments, as well as the cash expenditure requirements
of its restructuring efforts during the fiscal year.  Management believes that
cash generated from earnings will continue to be sufficient to fund such needs
for the foreseeable future.



<PAGE>21



In addition to the capital expenditures identified above, other investment
activities of the Company during the past few years include the following:

-     In March 1997, the Company announced its intention to acquire up to 7.3
      million shares of its Common Stock outstanding.  It is expected that
      such shares would be purchased in the open-market, or through privately
      negotiated transactions, at prices which the Company considers to be
      attractive.  Through May 1, 1997, the Company acquired approximately
      1.5 million of such shares, at an average cost of $23.33 per share, or
      a total cost of approximately $35 million.

-     As part of the Company's strategy to become more focused within its
      Industrial business segment, the Company sold its Professional Audio,
      Vapor Corporation, Interstate Highway Signs, and Eagle Signal
      businesses and certain other non-operating assets during fiscal 1997. 
      Shortly after the end of the fiscal year, the Company also sold its
      Gulton Data Systems and LFE Industrial Systems businesses.  The total
      of all of these divestitures generated gross proceeds of approximately
      $313 million.

-     During fiscal 1997, the Company initiated a restructuring of its
      manufacturing and distribution facilities, which is expected to improve
      customer service, reduce costs and dedicate its facilities to either
      the Automotive or Industrial business segments.  The restructuring
      resulted in a pre-tax charge against earnings of $112.5 million, with
      $51.8 million related to cash expenditures required to be made
      primarily over a two-year period.  The remaining $60.7 million non-cash
      portion of the charge represents primarily asset write-offs and pension
      benefits to be paid out of the Company's pension fund.

-     At the beginning of fiscal 1997, the Company acquired the net assets of
      Imperial Eastman for a cash purchase price of approximately $78
      million.  Imperial Eastman is a manufacturer and marketer of a broad
      range of thermoplastic hydraulic and pneumatic hose assemblies, and
      steel and brass couplings, adapters and fittings for both high and low
      pressure applications.  Imperial Eastman is included in the Company's
      Industrial business segment.

-     Near the end of fiscal 1996, the Company acquired the net assets of
      FitzSimons Manufacturing Company ("FitzSimons") for a cash purchase
      price of approximately $24.4 million.  During fiscal 1997, the Company
      also acquired the net assets of Cinotto Tecnomeccanica S.p.A. ("CTM")
      for a cash purchase price of approximately $17.2 million.  Both of
      these acquisitions are a part of the Automotive segment, and enabled
      the segment to expand in the U.S. and Europe, and extend its systems
      delivery capability in its fuel systems and power transmission
      businesses worldwide.

-     In November 1994, the Company acquired all of the stock of Purolator
      Products Company ("Purolator") for a total cash purchase price of
      approximately $286.3 million.  Purolator is a manufacturer of a broad
      range of filtration products used principally in the automotive
      aftermarket, and in specialized industrial applications.  The Purolator
      acquisition provided a significant increase to the Automotive segment's
      existing aftermarket business, and provided opportunities for each
      product group to benefit from the segment's combined marketing and
      distribution capabilities and complementary customer base.


<PAGE>22

The Company's long-term capital needs are met by cash generated from earnings,
bank financing, and public debt and equity offerings.  Recent financing
activities of a longer term nature include the following:

-     In March 1996, the Company entered into a $500 million, five-year non-
      amortizing revolving credit facility (the "Credit Agreement") with
      various financial institutions.  The proceeds of the initial borrowings
      under the Credit Agreement were used to repay amounts outstanding under
      the Company's previously existing credit agreements.  

-     In March 1996, the Company also completed the private placement of $250
      million principal amount of its 7-3/4% Senior Subordinated Notes due
      2006 (the "7-3/4% Notes").  The net proceeds from the sale of the 7-
      3/4% Notes were used to reduce outstanding indebtedness under the
      Credit Agreement.   

-     In December 1994, the Company completed an underwritten public offering
      of 7.1 million shares of its Common Stock at a public offering price of
      $16.41 per share.  The net proceeds of approximately $113 million were
      used to repay a portion of the Company's outstanding indebtedness under
      its credit agreement.

-     During fiscal 1995, through privately negotiated transactions and a
      call for redemption, all of the Company's 6-1/4% Convertible Debentures
      (due February 15, 2011), with a face value of approximately $114.2
      million, were converted into approximately 9.1 million shares of the
      Company's Common Stock.

As of February 28, 1997, the Company had borrowing availability under its
Credit Agreement of $500 million and availability under its various other
domestic and foreign demand lines of credit of approximately $130 million.  


Foreign Currency

The Company does not hold or issue derivatives for trading purposes and is not
a party to leveraged derivatives transactions.  The Company's sales from
foreign locations and exports are significant; therefore, the Company does
enter into foreign currency forward contracts as a hedge for certain existing
or anticipated business transactions denominated in various foreign
currencies.  The maximum notional amount of foreign currency forward contracts
outstanding at any one time during fiscal 1997 amounted to approximately $20
million and the notional amount of such contracts outstanding at February 28,
1997 was approximately $2 million.


Results of Operations

The Company classifies its operations into the following two business
segments:

      (i)    Automotive, which includes the design, manufacture and
             distribution of (a) fuel, power transmission, and fluid handling
             systems and components, and (b) filters and filtration systems,
             for the global automotive aftermarket and OEM (original equipment
             manufacturers) market; and



<PAGE>23



      (ii)   Industrial, which includes the design, manufacture and
             distribution of power and fluid management systems and components
             for industrial OEM and distribution markets worldwide.

The results of operations of Imperial Eastman, CTM, FitzSimons and Purolator
have been included in the Company's results of operations from their
respective dates of acquisition, as reflected in the Company's audited
financial statements, including the segment information identified in Note 14
to such financial statements.  Results related to the Company's discontinued
operations have been excluded from the results of continuing operations for
all periods presented and discussed herein.

Net sales increased approximately $300 million (16.7%) in fiscal 1997 in
comparison to fiscal 1996, with approximately $190 million of the increase
generated by the Industrial segment (a 24.5% increase) and approximately $110
million generated by the Automotive segment (a 11% increase).  Reflecting the
effects of acquisitions during the periods, the increase on a pro forma basis
was approximately $140 million, with $75 million generated by the Automotive
segment and $65 million generated by the Industrial segment, with each segment
reflecting an increase of approximately 7% over fiscal 1996.

The pro forma sales increase in the Automotive segment for fiscal 1997 was led
by growth in markets outside of the U.S. of approximately 13%, with the
majority of the increase occurring in both the aftermarket and OEM markets in
Europe.  The segment's sales in the U.S. were up approximately 4%, with the
growth in the OEM market somewhat stronger than in the aftermarket.  The pro
forma sales increase in the Industrial segment for fiscal 1997 was led by
growth in the U.S. markets of approximately 8%, while the segment's sales
outside of the U.S. were up approximately 4%.

Net sales in fiscal 1996 reflect an increase of approximately $475 million
(36%) compared to fiscal 1995, with approximately $285 million generated by
the Automotive segment (a 40% increase) and approximately $190 million
generated by the Industrial segment (a 32% increase).  Reflecting the effects
of acquisitions during the periods, most significantly the Purolator
acquisition, the sales increase on a pro forma basis was approximately $150
million (8%), with approximately $55 million generated by the Automotive
segment (a 6% increase) and $95 million generated by the Industrial segment (a
12% increase).

The pro forma sales increase in the Automotive segment for fiscal 1996 was led
by growth in markets outside of the U.S. of approximately 20%, with the
majority of the increase occurring in both the aftermarket and OEM markets in
Europe.  The segment's sales in the U.S. were relatively flat in fiscal 1996
in both the segment's aftermarket and OEM markets.  The pro forma sales
increase in the Industrial segment for fiscal 1996 was attributable to
significant growth of approximately 17% in the segment's European markets, and
10 % in the segment's U.S. markets.

Cost of products sold as a percentage of consolidated net sales were 67.8%,
67.7%, and 66.0% in fiscal 1997, 1996 and 1995, respectively.  The increase in
the percentage of costs from fiscal 1995 is primarily the result of the 



<PAGE>24


Purolator acquisition, due to its historically lower gross margin.  On a pro
forma basis including Purolator for the entire fiscal year, such costs were
67.5% for fiscal 1995.  This level of costs indicates the negative pressures
on the margins experienced by both of the Company's business segments, a
portion of which has been substantially offset by the positive effects of the
Company's cost control and cycle time reduction programs.  It is anticipated
that the Company's current restructuring program will have a beneficial effect
on the level of such costs by the end of fiscal 1998 or early fiscal 1999.

Selling and administration costs as a percentage of consolidated net sales
were 16.0%, 16.3% and 18.1% in fiscal 1997, 1996 and 1995, respectively. The
reduction in the percentage of costs from fiscal 1995 are partially the result
of the Purolator acquisition, which had a lower level of such costs.  On a pro
forma basis, including Purolator for the entire fiscal year, such costs were
17.6% for fiscal 1995.  The reduced level of costs also reflects operating
efficiencies achieved from the integration of the Purolator business and the
reorganization of the Company's business segments.  The lower level of costs
also indicates that the Company's continued emphasis on cost control and cycle
time reduction has been successful in offsetting the impact of inflation on 
such costs.

Research and development costs increased by $7.7 million (21%) in fiscal 1997
over fiscal 1996, which in turn increased by $9.0 million (32%) over fiscal
1995.  The increases are primarily due to the acquisition of Imperial Eastman
and FitzSimons for fiscal 1997 and Purolator for fiscal 1996.  As a percentage
of consolidated net sales, such costs were 2.1% in each of fiscal 1997, 1996
and 1995.  This consistent level of investment reflects the Company's
continuing emphasis on new product development.

Depreciation and amortization expense increased by $9.8 million (17%) in
fiscal 1997 over fiscal 1996, which in turn increased by $14.9 million (34%)
over fiscal 1995.  The increases are attributable to the acquisition of
Imperial Eastman and FitzSimons for fiscal 1997 and Purolator for fiscal 1996,
as well as the increased level of capital equipment expenditures in the past
two years.

The above mentioned items resulted in the following operating income (before
the restructuring charge) for each of the fiscal years presented (dollars in
millions):

                             1997                1996              1995      
                       -----------------   ---------------    ---------------   
                                 % of                % of               % of
                                Related            Related            Related
                       Amount    Sales     Amount   Sales     Amount   Sales 
                       ------   -------    -----   -------    ------   ------

OPERATING INCOME

Automotive             $122.1    11.0%     $110.6   11.0%     $  79.3  11.0%
Industrial              120.5    12.5%       95.1   12.3%        72.1  12.3%
Total operating
 income before 
 corporate expenses     242.6    11.7%      205.7   11.6%       151.4  11.6%

Corporate expenses      (19.4)   (0.9)%     (17.4)  (1.0)%      (15.9) (1.2)%

Operating Income       $223.2    10.8%     $188.3   10.6%      $135.5  10.4%



<PAGE>25

The $112.5 million restructuring charge recognized in fiscal 1997 relates to
the Company's decision to realign and refocus its operations.  The effect of
this charge, after taxes, reduced income from continuing operations by $67.5
million, or $1.01 per fully-diluted share of common stock.

Interest expense in fiscal 1997 increased $6.4 million (12.2%) over fiscal
1996, which in turn increased $6.3 million (13.6%) over fiscal 1995.  The
increase in fiscal 1997 is primarily the result of increased borrowings
required to finance the Imperial Eastman and FitzSimons acquisitions.  The
increase in fiscal 1996 represents the net effects of increased borrowings to
finance the Purolator acquisition, substantially offset as a result of the
financing transactions referred to previously under liquidity and capital
resources, as well as lower interest rates resulting from the Company's
improved debt to total capitalization position.

The Company's provision for income taxes as a percentage of income before
taxes was 39.0% (excluding the restructuring charge), 39.0% and 38.3% in
fiscal 1997, 1996 and 1995, respectively.  The higher rates in comparison to
the U.S. statutory tax rate are primarily the result of income in foreign
jurisdictions with higher statutory tax rates than in the U.S., and state and
local taxes.

As a result of all of the above, income from continuing operations, before the
restructuring charge, was $100.2 million, an increase of $17.4 million (21%)
over the $82.8 million reported for fiscal 1996, which in turn increased $27.8
million (50%) over fiscal 1995.

Impact of Inflation

Although the Company has experienced delays in its ability to pass on certain
inflation related cost increases, the Company does not expect that such delays
or the overall impact of inflation will have a material impact on the
Company's operations.

Forward-Looking Information

This Management's Discussion and Analysis of Financial Condition and Results
of Operations and other sections of this Annual Report contain forward-looking
statements that are based on current expectations, estimates and projections
about the industries in which the Company operates, as well as management's
beliefs and assumptions.  Words such as "expects", "anticipates", "intends",
"plans", "believes", "seeks", "estimates", variations of such words and
similar expressions are intended to identify such forward-looking statements. 
These statements are not guarantees of future performance and involve certain
risks, uncertainties and assumptions ("Future Factors") which are difficult to
predict.  Therefore, actual outcomes and results may differ materially from
what is expressed or forecasted in such forward-looking statements.  The
Company undertakes no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise.


<PAGE>26



The Future Factors that may affect the operations, performance and results of
the Company's businesses include the following:

      a.     general economic and competitive conditions in the markets and
             countries in which the Company operates, and the risks inherent
             in international operations and joint ventures;
      b.     the Company's ability to continue to control and reduce its costs
             of production;
      c.     the level of consumer demand for new vehicles equipped with the
             Company's products;
      d.     the level of consumer demand for the Company's aftermarket
             products, which varies based on such factors as the severity of
             winter weather, the age of automobiles in the Company's markets
             and the impact of improvements or changes in original equipment
             products; 
      e.     the effect of changes in the distribution channels for the
             Company's aftermarket and industrial products;
      f.     the strength of the U.S. dollar against currencies of other
             countries where the Company operates, as well as cross-currencies
             between the Company's operations outside of the U.S. and other
             countries with whom they transact business; and

Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially
from those described in the forward-looking statements.  The Company does not
intend to update forward-looking statements.




ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
                         Index to Financial Statements 
                                                                          Page
Report of Independent Accountants for 
   each of the three fiscal years in the 
   period ended February 28, 1997......................................... 27
 
Consolidated Balance Sheets at February 28, 1997 
 and February 29, 1996 ....................................................28
 
Consolidated Statements of Income for each of 
  the three fiscal years in the period ended 
  February 28, 1997........................................................29

Consolidated Statements of Stockholders' Equity for
  each of the three fiscal years in the period
  ended February 28, 1997..................................................30

Consolidated Statements of Cash Flows 
  for each of the three fiscal years in 
  the period ended February 28, 1997.......................................31
 
Notes to Consolidated Financial Statements ................................32


<PAGE>27



                        REPORT OF INDEPENDENT ACCOUNTANTS
                        ---------------------------------





To the Board of Directors and Stockholders
 of Mark IV Industries, Inc.



We have audited the accompanying consolidated balance sheets of Mark IV
Industries, Inc. and Subsidiaries as of February 28, 1997 and February 29,
1996, and the related consolidated statements of income, stockholders' equity
and cash flows for each of the three fiscal years in the period ended February
28, 1997.  These financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Mark IV
Industries, Inc. and Subsidiaries as of February 28, 1997 and February 29,
1996, and the consolidated results of their operations and their cash flows
for each of the three fiscal years in the period ended February 28, 1997, in
conformity with generally accepted accounting principles.


                                             

                                             COOPERS & LYBRAND L.L.P.




Rochester, New York
March 18, 1997



<PAGE>28


                                  MARK IV INDUSTRIES, INC.
                                 CONSOLIDATED BALANCE SHEETS
                             Last Day of February 1997 and 1996
                                   (Dollars in Thousands)
    


      ASSETS                                       1997             1996   
                                                  -----            -----

Current Assets:
  Cash                                          $    1,300       $      900
  Accounts receivable                              390,100          399,600
  Inventories                                      377,600          405,000
  Other current assets                              76,500           68,300
      Total current assets                         845,500          873,800
                                                             
Pension and other non-current assets               214,000          216,500
Property, plant and equipment, net                 553,300          553,700
Cost in excess of net assets acquired              361,800          369,100
                                                             
      TOTAL ASSETS                              $1,974,600       $2,013,100
                                                             
   LIABILITIES & STOCKHOLDERS' EQUITY                        
                                                             
Current Liabilities:                                         
  Notes payable and current maturities of debt  $   89,300       $   95,100
  Accounts payable                                 188,400          191,300
  Compensation related liabilities                  89,300           71,300
  Accrued interest                                  20,400           12,700
  Other current liabilities                         93,500           98,500
      Total current liabilities                    480,900          468,900
                                                             
Long-Term Debt:                                              
  Senior debt                                       22,000          136,100
  Subordinated debt                                506,500          506,400
      Total long-term debt                         528,500          642,500
Other non-current liabilities                      206,800          176,200
Stockholders' Equity:
  Preferred stock - $.01 par value;
   Authorized 10 million shares;
   No issued shares                                   -               -
  Common stock - $.01 par value;                             
   Authorized 200 million shares;                            
   Issued 66.3 million shares in 1997 and                      
   66.2 million shares in 1996                         700              600
  Additional paid-in capital                       696,500          617,600
  Retained earnings                                 79,300          109,700
  Foreign currency translation adjustment          (18,100)          (2,400)
     Total stockholders' equity                    758,400          725,500

                                                             
     TOTAL LIABILITIES                                       
      & STOCKHOLDERS' EQUITY                    $1,974,600       $2,013,100

The accompanying notes are an integral part of these financial statements.



<PAGE>29
<TABLE>
<CAPTION>


                                  MARK IV INDUSTRIES, INC. 
                             CONSOLIDATED STATEMENTS OF INCOME 
                  YEARS ENDED THE LAST DAY OF FEBRUARY 1997, 1996 and 1995
                        (Amounts in Thousands, Except Per Share Data)




                                                     1997        1996          1995   
                                                            (As Restated)  (As Restated)
                                                   -------     -------       ------

         <S>                                        <C>          <C>          <C>

Net sales from continuing operations             $2,076,000   $1,779,200    $1,306,400
Operating costs: 
  Cost of products sold                           1,408,100    1,205,100       862,100
  Selling and administration                        331,200      289,800       236,700
  Research and development                           44,500       36,800        27,800
  Depreciation and amortization                      69,000       59,200        44,300
    Total operating costs                         1,852,800    1,590,900     1,170,900
  Operating income, before restructuring charge     223,200      188,300       135,500
Restructuring charge                                112,500         -             -
Interest expense                                     59,000       52,600        46,300
  Income from continuing operations,
   before provision for taxes                        51,700      135,700        89,200
Provision for taxes                                  19,000       52,900        34,200
  Income from continuing operations                  32,700       82,800        55,000
Income from discontinued operations:
  Income from operations, net of taxes                5,900        9,600        12,900
  Gain on divestitures, net of taxes                 17,500         -             -   
    Total from discontinued operations               23,400        9,600        12,900
Extraordinary loss from early 
 extinguishment of debt, net of tax                    -            -           (1,100)
     NET INCOME                                  $   56,100   $   92,400    $   66,800
Net income per share of common stock:  
  Primary:
   Income from continuing operations             $      .49   $     1.25    $     1.03
   Income from discontinued operations                  .35          .15           .24
   Extraordinary loss                                  -              -           (.02)
     NET INCOME                                  $      .84   $     1.40    $     1.25
  Fully-diluted:
   Income from continuing operations             $      .49   $     1.24    $      .96
   Income from discontinued operations                  .35          .15           .21
   Extraordinary loss                                  -             -            (.02) 
     NET INCOME                                  $      .84   $     1.39    $     1.15
Weighted average number of shares outstanding:
  Primary                                            66,300       66,200        53,600
  Fully-diluted                                      66,700       66,600        60,700


  The accompanying notes are an integral part of these financial statements.

</TABLE>


<PAGE>30

<TABLE>
<CAPTION>



                                  MARK IV INDUSTRIES, INC.
                       CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                  YEARS ENDED THE LAST DAY OF FEBRUARY 1997, 1996 AND 1995
                        (Dollars in Thousands, Except Per Share Data)

                                                                         Foreign
                                                Additional               Currency
                                     Common      Paid-in    Retained   Translation
                                     Stock       Capital    Earnings    Adjustment
                                     -----      ----------  --------    -----------

                  <S>                 <C>          <C>         <C>          <C>


Balance at February 28, 1994         $  400     $261,500    $ 88,600     $ (5,100)

  Net income for fiscal 1995                                  66,800
  Cash dividends of $.097 per share                           (5,600)      
  Stock dividend of 5%                            59,000     (59,000)
  Sale of Common Stock at
   $16.41 per share, net of expenses    100      114,400
  Conversion of 6-1/4% Debentures,
   net of expenses                      100      111,100 
  Restricted stock grants, net                     1,600 
  Stock options activity,
   including related tax benefits                  2,600
  Translation adjustment                                                   (1,000)

Balance at February 28, 1995            600      550,200      90,800       (6,100)

  Net income for fiscal 1996                                  92,400
  Cash dividends of $.113 per share                           (7,500)
  Stock dividend of 5%                            66,000     (66,000)
  Restricted stock amortization                    1,300
  Stock options activity,
   including related tax benefits                    100
  Translation adjustment                                                    3,700 

Balance at February 29, 1996            600      617,600     109,700       (2,400)

  Net income for fiscal 1997                                  56,100
  Cash dividends of $.138 per share                           (9,100)
  Stock dividend of 5%                  100       77,300     (77,400)                      
  Restricted stock amortization                    1,300
  Stock options activity,
   including related tax benefits                    300 
  Translation adjustment                                                  (15,700)

Balance at February 28, 1997        $   700     $696,500    $ 79,300     $(18,100)


The accompanying notes are an integral part of these financial statements.

</TABLE>




<PAGE>31

<TABLE>
<CAPTION>

                                  MARK IV INDUSTRIES, INC.
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED THE LAST DAY OF FEBRUARY 1997, 1996 AND 1995
                                   (Dollars in Thousands)



                                                   1997       1996          1995  
                                                          (As Restated) (As Restated)
                                                  ------    ---------     ---------
                  
                  <S>                               <C>        <C>           <C>


Cash flows from operating activities:
  Income from continuing operations             $ 32,700    $ 82,800      $ 55,000
  Items not affecting cash:                                 
   Depreciation and amortization                  69,000      59,200        44,300
   Deferred income taxes                          23,200      25,700        14,500
   Pension income, net of other items             (4,800)     (4,900)      (11,100)
   Restructuring charge, net of tax               36,400        -             -
  Income from discontinued operations, 
   before non-cash items                          12,300      20,200        23,800
  Changes in assets and liabilities, net                   
   of effects of acquired and
   divested businesses:                     
    Accounts receivable                          (43,200)      5,900       (10,400)
    Inventories                                  (31,900)    (27,800)      (18,900)
    Other assets                                 (20,700)    (22,400)       (3,800)
    Accounts payable and other liabilities        (1,200)    (26,800)       17,700 
    Net assets of discontinued operations        (10,900)    (22,300)      (13,700)
     Net cash provided by
      operating activities                        60,900      89,600        97,400
Cash flows from investing activities:                       
  Acquisitions                                   (95,200)    (28,200)     (300,900)
  Divestitures and asset sales                   276,600       1,600        12,100
  Purchase of plant and equipment, net:
     Continuing operations                      (106,900)    (87,100)      (44,600)
     Discontinued operations                      (4,000)     (5,000)       (5,000)
     Net cash provided from (used in)
      investing activities                        70,500    (118,700)     (338,400)
Cash flows from financing activities:                       
  Credit agreement borrowings, net               (97,300)   (242,700)      111,200
  Issuance of subordinated debt                     -        248,400          -   
  Other changes in long-term debt, net           (16,700)      3,400           900
  Changes in short-term bank borrowings           (8,200)     27,500        19,500
  Common stock transactions                          300         100       114,800
  Cash dividends paid                             (9,100)     (7,500)       (5,100)
     Net cash provided from (used in)                                  
      financing activities                      (131,000)     29,200       241,300
     Net increase in cash                            400         100           300
Cash and cash equivalents:                                  
  Beginning of the year                              900         800           500
  End of the year                               $  1,300    $    900      $    800


The accompanying notes are an integral part of these financial statements.
 

</TABLE>


<PAGE>32



                            MARK IV INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  The Company and its Significant Accounting Policies

The Company

The Company is a diversified manufacturer of proprietary and other products,
with operations primarily in automotive and industrial power and fluid
transfer and filtration businesses.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and
all of its subsidiaries.  All significant intercompany transactions have been
eliminated.  The consolidated financial statements have been prepared in
conformity with generally accepted accounting principles, which requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities as of the date of such financial statements, and the
reported amounts of revenues and expenses during the reporting periods.  It
should be recognized that the actual results could differ from those
estimates.

Inventories

Inventories are stated at the lower of cost or market, with cost determined
primarily on the last-in, first-out (LIFO) method.

Property, Plant and Equipment

The Company provides for depreciation of plant and equipment primarily on the
straight-line method over its useful life.  The cost of property, plant and
equipment retired or otherwise disposed of, and the accumulated depreciation
thereon, are eliminated from the asset and related accumulated depreciation
accounts, and any resulting gain or loss is reflected in income.    

Cost in Excess of Net Assets Acquired

Cost in excess of net assets acquired (goodwill) is amortized on the straight-
line method over 40 years.  The Company continually evaluates the existence of
goodwill impairment on the basis of whether the goodwill is fully recoverable
from projected, undiscounted net cash flows of the related business.  

Foreign Currency

The assets and liabilities of the Company's foreign subsidiaries are
translated at year-end exchange rates, and resulting gains and losses are
accumulated in a separate component of stockholders' equity.  Foreign currency
transactions are included in income as realized.  The Company enters into
foreign currency forward contracts as a hedge for certain existing or
anticipated business transactions denominated in foreign currencies.  Gains or
losses on contracts related to existing business transactions are deferred and
recognized as the related transaction is completed, while those related to
anticipated transactions are recognized as of the balance sheet date.  The
Company does not hold or issue derivatives for trading purposes and is not a
party to leveraged derivatives transactions.

<PAGE>33


                            MARK IV INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Net Income Per Share of Common Stock

Primary net income per share is calculated on the basis of the weighted
average number of shares outstanding, adjusted for subsequent stock
distributions.  Common stock equivalents which would arise from the exercise
of stock options, using the treasury stock method, were not significant and
have not been included in the calculation.

Fully-diluted net income per share, in addition to the weighted average
determined above, includes common stock equivalents which would arise from the
exercise of stock options using the treasury stock method, and assumes the
conversion of the Company's 6-1/4% Debentures for the period outstanding
during fiscal 1995.

In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 128 - Earnings Per Share (SFAS
No. 128), which will be effective for the Company's fiscal year ended February
28, 1998.  SFAS No. 128 is intended to simplify the earnings per share
computations and make them more comparable from company to company.  The
adoption of SFAS No. 128 is not expected to have a significant impact on the
Company's earnings per share as currently determined.


Stock-Based Compensation

In October 1995, the FASB issued Statement of Financial Accounting Standards
No. 123 - Accounting for Stock-Based Compensation ("SFAS No. 123"), which is
effective for the Company's fiscal year ended February 28, 1997.  SFAS No. 123
requires companies to recognize compensation expense for grants of stock
options, or provide pro forma disclosures relative to what the effect of such
accounting recognition would have been.  The Company has chosen not to
recognize compensation expense for options granted under its Incentive Stock
Option Plans, and the related pro forma information has not been presented,
since such accounting recognition would not have a substantive effect on the
Company's reported results of operations.  Tax benefits received by the
Company upon the exercise and subsequent sale of the options by its employees
are recognized as an increase in additional paid in capital as they occur.


Consolidated Statements of Cash Flows

For purposes of cash flows, the Company considers overnight investments as
cash equivalents.  The Company paid interest of approximately $62 million; $64
million and $56 million in fiscal 1997, 1996 and 1995, respectively. The
Company paid income taxes of approximately $26 million; $26 million and $22
million in fiscal 1997, 1996 and 1995, respectively.  


<PAGE>34



                           MARK IV INDUSTRIES, INC. 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 



2.    Restructuring

During fiscal 1997, the Company began to realign and refocus its operations,
including the closure of certain facilities with an aggregate of one million
square feet of manufacturing and distribution/warehousing space.  The
realignment will result in the termination of approximately 1,700 employees,
with a net reduction of approximately 1,000 employee positions.  As a part of
this realignment, facilities producing both automotive and industrial products
will become dedicated to one or the other of the Company's business segments. 
The restructuring is expected to be substantially completed by the middle of
fiscal 1999.  In this regard, the Company recognized a restructuring charge of
$112.5 million in fiscal 1997, and such amount has been identified separately
in the accompanying consolidated statements of income.  The primary elements
of the charge are as follows (dollars in thousands, except per share amount):

                                                     Amount
                                                   Expended or     Balance
                                                   Adjusted at   Remaining at
                                       Total      February 28,   February 28, 
                                       Charge         1997           1997    
                                      --------     -----------    ----------

      Non-cash charges                $ 60,700      $ 60,700      $    -   
      Facility closing and lease
       run-out costs                    24,700         5,500         19,200
      Employee termination 
       and other costs                  27,100        13,100         14,000
        Pre-tax charge                 112,500        79,300         33,200
      Tax benefit                       45,000        31,700         13,300
        Net of tax charge             $ 67,500      $ 47,600      $  19,900 

        Net of tax charge per
         fully-diluted share
         of Common Stock              $   1.01

The non-cash charges include fixed asset impairments, and also include amounts
to be paid to employees out of the Company's master defined-benefit pension
plan, as well as the accelerated recognition of related unamortized pension
costs.  The employee termination and other costs include amounts to be paid
directly by the Company to employees of certain of the Company's manufacturing
and distribution facilities in the U.S. and Europe.  


<PAGE>35



                            MARK IV INDUSTRIES, INC. 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 


3.  Acquisitions and Divestitures

In fiscal 1997, the Company acquired the net assets of Imperial Eastman for a
cash purchase price of approximately $78 million.  Imperial Eastman is a
manufacturer and marketer of a broad range of thermoplastic hydraulic and
pneumatic hose assemblies, and steel and brass couplings, adapters and
fittings for both high and low pressure applications.  Imperial Eastman is
included in the Company's Industrial business segment.

In fiscal 1996, the Company acquired the net assets of FitzSimons
Manufacturing Company ("FitzSimons") for a cash purchase price of
approximately $24.4 million.  FitzSimons is a manufacturer of fuel system
components for the North American automobile and truck industries, and is
included in the Company's Automotive business segment.

In fiscal 1995, the Company acquired Purolator Products Company ("Purolator")
for a total cash purchase price of approximately $286 million.  Purolator is a
manufacturer of a broad range of filtration products used principally in the
automotive aftermarket, and in specialized industrial applications.
      
In February 1997, the Company completed the sale of its Professional Audio
business for cash proceeds of approximately $156.4 million.  Earlier in the
fiscal year, the Company also completed the sale of its Vapor Corporation
business and certain other divestitures, bringing total proceeds received for
all divestitures in the fiscal year to approximately $277 million.  As a
result of the significance of the operations divested, all of which were a
part of the Company's Industrial business segment, their results of operations
up to their disposal dates have been segregated from the Company's continuing 
operations and presented as discontinued operations in the accompanying
consolidated statements of income and cash flows for fiscal 1997.  The
consolidated statements of income and cash flows for fiscal 1996 and 1995 have
been restated to reflect such discontinued operations in a manner consistent
with the presentation for fiscal 1997.  The results of operations of these
discontinued businesses up to their respective disposal dates were as follows
(dollars in thousands):


                                                1997         1996       1995 

      Sales                                   $218,100     $309,300   $296,900
      Income before taxes                     $  9,700     $ 15,700   $ 21,200
      Provision for taxes                        3,800        6,100      8,300
        Income from discontinued operations   $  5,900     $  9,600   $ 12,900

Income from discontinued operations reflects the allocation of interest
expense to discontinued operations, after tax effects, of $4.8 million, $5.2
million and $4.6 million in fiscal 1997, 1996 and 1995, respectively.



<PAGE>36


                        MARK IV INDUSTRIES, INC. 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 


4.  Accounts Receivable and Inventories

Accounts receivable are reflected net of allowances for doubtful accounts of
$14.7 million and $16.7 million at February 28, 1997 and February 29, 1996,
respectively.  The amount at February 29, 1996 included $2.4 million related
to discontinued operations.

Inventories consist of the following at February 28, 1997 and February 29,
1996 (dollars in thousands):
                                                  1997              1996 

      Raw materials                           $  87,200         $ 112,900
      Work-in-process                            68,700            57,500
      Finished goods                            221,700           234,600
               Total                          $ 377,600         $ 405,000

The total at February 29, 1996, includes $75.3 million related to discontinued
operations.

As a result of the fair value determination of inventories required by the
purchase method of accounting for acquired companies as of their acquisition
date, LIFO costs exceed historical FIFO costs by approximately $37.2 million
and $40.0 million at February 28, 1997 and February 29, 1996, respectively.  
The excess at February 29, 1996, includes $1.8 million related to discontinued
operations.


5.  Property, Plant and Equipment

Property, plant and equipment are stated at cost and consist of the following
at February 28, 1997 and February 29, 1996 (dollars in thousands):

                                                         1997         1996 
                                                           

   Land and land improvements                         $ 25,000     $ 43,400
   Buildings                                           146,800      155,300
   Machinery and equipment                             529,800      547,700
     Total property, plant and equipment               701,600      746,400
   Less accumulated depreciation                       148,300      192,700
     Property, plant and equipment, net               $553,300     $553,700

The net amount at February 29, 1996, includes approximately $56 million
related to discontinued operations.

Depreciation expense related to continuing operations was approximately $55.7
million; $46.8 million; and $34.9 million in fiscal 1997, 1996 and 1995,
respectively.  


<PAGE>37




                            MARK IV INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.  Cost in Excess of Net Assets Acquired 

Cost in excess of net assets acquired is presented net of accumulated
amortization of approximately $41.2 million and $39.3 million at February 28,
1997 and February 29, 1996, respectively.  Cost in excess of net assets
acquired at February 28, 1997 reflects approximately $41.3 million related to
the Company's acquisitions in fiscal 1997, and also reflects the elimination
of approximately $40.1 million which related to discontinued operations.
Amortization expense related to continuing operations was approximately $9.6
million; $8.4 million; and $5.8 million in fiscal 1997, 1996 and 1995,
respectively.  

7.  Long-Term Debt

Long-term debt consists of the following at February 28, 1997 and February 29,
1996 (dollars in thousands):
                                                    1997             1996   
   Senior debt:
     Credit Agreement                            $     -           $   97,300
     Other items                                     27,400            46,700
       Total senior debt                             27,400           144,000
     Less current maturities                         (5,400)           (7,900)
       Net senior debt                               22,000           136,100
   Subordinated debt:
     7-3/4% Senior Subordinated Notes               248,500           248,400
     8-3/4% Senior Subordinated Notes               258,000           258,000
       Total subordinated debt                      506,500           506,400
       Total long-term debt                         528,500           642,500
   Stockholders' equity                             758,400           725,500
       Total capitalization                      $1,286,900        $1,368,000
       Long-term debt as a percentage
        of total capitalization                       41.1%             47.0%

The Company's primary credit agreement (the "Credit Agreement") provides for a
five year non-amortizing revolving credit facility with borrowing availability
of $400 million under a domestic facility (the "Domestic Credit Facility") and
$100 million under a multi-currency facility (the "Multi-Currency Credit
Facility").  The Multi-Currency Credit Facility permits borrowings to be made
in dollars as well as specified foreign currencies.  

Borrowings under the Domestic Credit Facility bear interest at an annual rate
equal to, at the Company's option, either (i) the greater of (a) the reference
rate of the agent acting on behalf of the various banks or (b) the Federal
Funds Rate plus 0.50% or (ii) LIBOR plus a margin (the "Applicable Margin")
ranging from 0.225% to 0.35% depending upon the Company's consolidated
leverage ratio, as determined on a quarterly basis.  Borrowings under the
Multi-Currency Credit Facility bear interest at the LIBOR rate for the
currency of each loan plus the Applicable Margin.  The Company is also
required to pay a commitment fee at an annual rate ranging from 0.125% to
0.20% of the total borrowing availability under the Credit Agreement (the
"Facility Fee Rate"), determined on the basis of the same consolidated
leverage ratio.  Based upon the Company's consolidated leverage ratio as of
February 28, 1997, the Applicable Margin and Facility Fee Rate are 0.225% and
 .15% respectively. 


<PAGE>38


                            MARK IV INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The Credit Agreement contains customary covenants, including those requiring
the maintenance of specified consolidated interest coverage and leverage
ratios and amounts of consolidated net worth.  Borrowings under the Credit
Agreement are guaranteed by the Company's significant domestic subsidiaries
and are collateralized by a pledge of the capital stock of each of such
subsidiaries.

The 7-3/4% Notes are due 2006, and  are general unsecured obligations of the
Company.  The 7-3/4% Notes are subordinated in right of payment to all
existing and future senior indebtedness, and rank the same in right of payment
as the Company's 8-3/4% Notes.  The 8-3/4% Notes are due 2003, and are
redeemable beginning in April 1998, at 104.375% of principal amount, and
thereafter at an annually declining premium over par until April 2001, when
they are redeemable at par.  The related Indentures for these Notes limit the
payment of dividends and the repurchase of the Company's Common Stock, and
include certain other restrictions and limitations customary with subordinated
indebtedness of this type.  

The Company has an interest rate swap agreement in an aggregate notional
amount of approximately $30 million, denominated in Italian Lire, under which
it is paying interest at an annual rate of approximately 12.0%.  The
agreement, which expires in March 1998, effectively converts the variable rate
of interest payable by the Company on such amount of its indebtedness to a
fixed annual rate of interest.    

Based on market quotes and interest rates currently available to the Company
for debt with similar terms and remaining maturities, the aggregate fair value
of total long-term debt at February 28, 1997 and February 29, 1996 was
approximately $526 million and $650 million, respectively.

Annual maturities of long-term debt for the next five fiscal years are
approximately: 1998-$5.4 million; 1999-$9.3 million; 2000-$4.0 million;    
2001-$3.4 million; and 2002-$3.3 million. 


8.  Leases

The Company has operating leases which expire at various dates through 2010
with, in some instances, cost escalation and renewal privileges.  Total rental
expense under operating leases related to continuing operations was
approximately $16.8 million; $16.5 million and $14.7 million in fiscal 1997,
1996 and 1995, respectively.  Future minimum rental payments under operating
leases related to continuing operations are approximately:  1998-$13.6
million; 1999-$9.4 million; 2000-$6.5 million; 2001-$4.2 million; 2002-$3.6
million; and 2003 and thereafter - $13.3 million. 


<PAGE>39


                            MARK IV INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


9.  Income Taxes

Income from continuing operations, before provision for taxes, and the related
provision for taxes for fiscal 1997, 1996 and 1995 consists of the following
(dollars in thousands):

                                           1997        1996       1995     
                                                
Income before provision for taxes:
   United States                         $ 87,700     $ 71,900   $ 56,200  
   Foreign                                 76,500       63,800     33,000  
   Restructuring charge                  (112,500)        -          -   
       Total                             $ 51,700     $135,700   $ 89,200  
 
Provision for taxes:
  Currently payable:
   United States                         $ 24,600     $ 13,700   $ 10,100  
   Foreign                                 16,200       13,500      9,600  
   Restructuring related                   (8,000)        -          -   
       Total currently payable             32,800       27,200     19,700  
  Deferred:
   United States                           12,900       14,800      6,100  
   Foreign                                 10,300       10,900      8,400
   Restructuring related                  (37,000)        -          -   
       Total deferred                     (13,800)      25,700     14,500  
       Total provision for taxes         $ 19,000     $ 52,900   $ 34,200     


The provision for taxes on income from continuing operations for fiscal 1997,
1996, and 1995 differs from the amount computed using the United States
statutory income tax rate as follows (dollars in thousands):

                                            1997       1996       1995     
  
Expected tax at United States
 statutory income tax rate                $18,100    $47,500    $ 31,200
Permanent differences                       2,100      1,400       1,700
State and local income taxes               (1,300)     2,300       1,500
Foreign tax rate differences
 and other items, net                         100      1,700        (200)  
    Total provision for taxes             $19,000    $52,900    $ 34,200   


The provision for taxes on income from discontinued operations, before
divestiture considerations, was approximately 39% in each of fiscal 1997, 1996
and 1995.  The higher effective tax rate than the U.S. statutory tax rate is
due primarily to foreign income taxed at higher statutory tax rates.  The gain
on divestitures in fiscal 1997, before taxes, was approximately $25.2 million,
which resulted in a tax provision of $7.7 million, for an effective tax rate
of approximately 31%.  This lower effective tax rate was caused by a higher
tax basis in the stock of certain of the entities sold, in comparison to the
underlying book basis in the net assets included in such entities.


<PAGE>40

                            MARK IV INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The tax effects of temporary differences which give rise to a significant
portion of deferred tax assets (liabilities) consist of the following at
February 28, 1997 and February 29, 1996 (dollars in thousands):

                                                     1997         1996  

Current:
   Accounts receivable                            $  5,600      $  6,500
   Inventories                                      (4,200)       (5,100)
   Compensation related liabilities                  6,200         7,800
   Restructuring liabilities                         8,300          -
   Tax credit carryforwards                         12,000         4,000
   Other items                                       7,500        (8,000)
     Net current asset                            $ 35,400      $  5,200
Non-current:
   Fixed and intangible assets                    $(20,800)     $(41,000)
   Pension and postretirement related items        (12,000)      (11,300)
   Restructuring liabilities                         5,000          -
   Tax credit carryforwards                          -            17,000
   Other items                                       2,900         2,200     
     Net non-current liability                    $(24,900)     $(33,100)    


Based on the Company's history of prior operating earnings and its
expectations for the future, management of the Company has determined that it
is more likely than not that operating income will be sufficient to utilize
the tax credits in their carryforward periods, which run substantially through
fiscal 2007.  The undistributed earnings of the Company's foreign subsidiaries
have been reinvested in each country, and are not expected to be remitted back
to the parent company.  

10.  Pension and Profit Sharing Plans

The Company has defined benefit pension plans covering both union and
non-union employees.  Under the union plans, employee benefits are computed
based on a dollar amount multiplied by the number of years of service. 
Benefits under the non-union plans are computed in a similar manner for
certain plans, and based on the employees' earnings in other plans.

The funded status of the Company's defined benefit plans consists of the
following at February 28, 1997 and February 29, 1996 (dollars in thousands):

                                                      1997         1996 
Actuarial present value of benefit obligations:
   Vested                                          $(313,600)   $(283,500)
   Accumulated                                     $(326,800)   $(289,600)
   Projected                                       $(337,100)   $(303,100)
Plan assets at fair value                            418,000      366,400
Plan assets in excess of projected
 benefit obligations                                  80,900       63,300
Unrecognized net loss and
 differences in assumptions                           30,900       48,800
Unrecognized prior service costs                       1,100        7,500
Prepaid pension cost recognized in the
 consolidated balance sheets                       $ 112,900    $ 119,600

<PAGE>41



                            MARK IV INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The plans' assets consist of corporate and government bonds, listed common
stocks, guaranteed investment contracts, and real estate investments. 
Included in the plans' assets are $44.3 million of the Company's securities at
February 28, 1997. 

Net pension income for the defined benefit pension plans in fiscal 1997, 1996,
and 1995 includes the following components (dollars in thousands):

                                        1997           1996          1995  
Service cost-benefits 
 earned during the period             $ (5,600)     $  (3,700)    $ (3,600)
Interest cost on projected 
 benefit obligation                    (23,300)       (22,400)     (19,500)
Actual return on assets                 59,900         68,600        4,300
Curtailment losses                      (2,400)        (1,200)        -  
Amortization and    
 unrecognized losses (gains)           (18,100)       (34,800)      31,300
   Net pension income                 $ 10,500      $   6,500     $ 12,500

The restructuring plan discussed in Note 2 will result in the termination of
employment of a number of employees covered by the Company's defined benefit
plans.  As a result, the Company recognized a charge in fiscal 1997 of
approximately $16 million for pension curtailment and special termination
benefits expense.  Such amount has been included in the restructuring charge
identified in Note 2, and excluded from the net pension income determination
identified above.

The assumptions utilized to measure the projected benefit obligations and net
pension income are as follows:
                                           1997        1996        1995 

Discount rate                              7.50%       7.50%       8.75%
Expected long-term rate of return         11.50%      11.50%      11.50%
Average increase in compensation           4.00%       4.00%       4.00%

The Company also has defined contribution pension plans for a significant
number of its employees.  The Company's contributions to these plans are based
on various percentages of compensation, and in some instances are based upon
the amount of the employees' contributions to the plans.  The annual cost of
these plans, the substantial part of which is funded currently, amounted to
approximately $13.9 million; $10.6 million and $8.1 million in fiscal 1997,
1996 and 1995, respectively.


11.   Post-retirement Benefits

The Company currently provides health and life insurance benefits to a number
of existing retirees from certain of its operations under the provisions of a
number of different plans.  Contributions currently required to be paid by the
retirees towards the cost of such plans range from zero to 100%.  The Company
also has a number of active employees who might receive such benefits upon
their retirement.  


<PAGE>42



                            MARK IV INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table sets forth the liability for the cost of these plans,
referred to as the accumulated post-retirement benefit obligation (APBO). 
Such amounts are included with other non-current liabilities in the
consolidated balance sheets at February 28, 1997 and February 29, 1996
(dollars in thousands):
                                                       1997          1996
Accumulated post-retirement benefit obligation:
  Retirees and beneficiaries receiving benefits      $76,500       $68,300
  Active employees, fully eligible for benefits        5,800         6,500
  Active employees, not fully eligible for benefits    5,900         9,300 
     Total accumulated benefit obligation             88,200        84,100 
Unrecognized net loss                                (18,000)      (13,500)
     Post-retirement benefit liability recognized 
      in the consolidated balance sheets             $70,200       $70,600 


The Company's post-retirement benefit expense for fiscal 1997, 1996 and 1995
includes the following components (dollars in thousands):
                                            1997        1996         1995 
   Service cost-benefits earned
    during the period                      $  600      $  600       $  500
   Interest cost on the APBO                6,200       6,000        4,600
   Amortization expense                       100         100          -  
       Total expense                       $6,900      $6,700       $5,100


The APBO was calculated using a discount rate of 7.50% at February 28, 1997,
and February 29, 1996.  The APBO determinations assume an initial health care
cost trend rate of approximately 8.0%, trending down rateably to an ultimate
rate of 4.5% in fiscal 2003. The impact of a one-percentage-point increase in
such trend rate would be to increase the APBO at February 28, 1997 by
approximately $1.6 million and increase annual expense by approximately $0.1
million.


12.  Legal Proceedings

The Company is involved in various legal and environmental-related issues.  In
the opinion of the Company's management, the ultimate cost to resolve these
matters will not have a material adverse effect on the Company's financial
position, results of operations or cash flows.


13.  Stockholders' Equity and Stock Options

The Company has a Shareholders' Rights Plan under which Rights were
distributed as a dividend at a rate of one Right for each share of Common
Stock held.  Each Right entitles the holder to buy one one-hundredth of a
newly-issued share of the Company's Series A Junior Participating Preferred
Stock at an exercise price of $80.00 per share.  If an acquiring person
beneficially owns 20% or more of the Company's Common Stock or the Company is
a party to a business combination which is not approved by the Company's Board
of Directors, each Right (other than those held by the acquiring person) will
entitle the holder to receive, upon exercise, shares of Common Stock of the
Company or of the surviving company with a value equal to two times the
exercise price of the Right.  



<PAGE>43

                            MARK IV INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The Company's Board of Directors declared a five percent stock dividend in
April 1997, as well as previous five percent stock dividends which were
distributed in each of April 1996 and 1995.  All share amounts have been
presented as if the stock distributions had occurred at the beginning of
fiscal 1995.  The Company is currently authorized to repurchase up to 7.3
million shares of its outstanding Common Stock.  The Company is also
authorized to issue 10 million shares of Preferred Stock, and there are no
shares outstanding at the present time.  

The Company's qualified Incentive Stock Option Plans provide for granting
options to key employees to allow them to purchase the Company's Common Stock
at an exercise price equal to 100% of the market price on the date of grant. 
The options may be exercised in cumulative annual increments of 25% commencing
one year after the date of grant, and have a maximum duration of ten years. 
During fiscal 1997, the Company's shareholders approved the 1996 Incentive
Stock Option Plan, which allocated 3.1 million shares of the Company's
authorized Common Stock to be used for granting of stock options.  There were
approximately 3.5 million and 0.4 million shares reserved for the future
granting of options at February 28, 1997 and February 29, 1996, respectively. 

The following table summarizes the status of all of the Company's stock option
transactions for fiscal 1997, 1996 and 1995 (share amounts in thousands):
  
                            1997               1996               1995       
                      -----------------   ---------------     ---------------
                               Average            Average            Average
                      Option    Option    Option   Option     Option  Option
                      Shares     Price    Shares    Price     Shares   Price 
                      ------    ------    ------   ------     ------   -----

Balance at 
 beginning
 of year               1,841      $14.08    1,500   $11.90       658   $ 7.75
Activity during                           
 the year:              
  Granted                -           -        712   $17.02       960   $14.00
  Exercised             (410)     $10.45     (338)  $10.68      (110)  $ 5.43
  Canceled               (10)     $16.15      (33)  $13.35        (8)  $10.42
Balance at                                
 end of year:      
  Outstanding          1,421      $15.11    1,841   $14.08     1,500   $11.90
  Exercisable            684      $13.60      649   $10.13       711   $ 9.52


Under the Company's Restricted Stock Plan, there are approximately 348,000
restricted shares outstanding under various restricted stock awards as of
February 28, 1997.  Approximately 276,000 shares remain available for issuance
under the Plan as of that date.  The fair market value of restricted stock
awards as of the date of grant is recognized as it is earned over the
restriction period, with $1.3 million; $1.3 million; and $1.6 million
recognized as an expense in fiscal 1997, 1996, and 1995, respectively.  


<PAGE>44


                          MARK IV INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


14.  Industry Segments and Geographic Areas 

The Company classifies its operations into the following two business
segments:

      (i)    Automotive, which includes the design, manufacture and
             distribution of (a) fuel, power transmission, and fluid handling
             systems and components, and (b) filters and filtration systems,
             for the global automotive aftermarket and OEM (original equipment
             manufacturers) market; and

      (ii)   Industrial, which includes the design, manufacture and
             distribution of power and fluid management systems and components
             for industrial OEM and distribution markets worldwide.

As a result of the discontinued operations discussed in Note 3, the Company's
industry segment and geographic information for fiscal 1996 and 1995 has been
restated to exclude the discontinued operations.  Information concerning the
Company's business segments for fiscal 1997, 1996 and 1995 is as follows
(dollars in thousands):
                                                 
                                              1997        1996       1995  
                                                                              
NET SALES TO CUSTOMERS
 Automotive                                $1,111,700  $1,004,300  $  718,900
 Industrial                                   964,300     774,900     587,500
   Total related to                                     
    continuing operations                  $2,076,000  $1,779,200  $1,306,400
                                                         
OPERATING INCOME                                         
 Automotive                                $  122,100  $  110,600  $   79,300
 Industrial                                   120,500      95,100      72,100
   Sub-total                                  242,600     205,700     151,400
 Restructuring charge                        (112,500)       -           -   
   Total operating income                     130,100     205,700     151,400
 General corporate expense                    (19,400)    (17,400)    (15,900)
 Interest expense                             (59,000)    (52,600)    (46,300)
   Income from continuing                              
    operations before 
    provision for taxes                    $   51,700  $  135,700  $   89,200
                                                         


<PAGE>45



                            MARK IV INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                 
                                              1997        1996       1995  

IDENTIFIABLE ASSETS                                      
 Automotive                                $1,107,900  $1,030,000  $  922,700
 Industrial                                   833,900     684,100     652,400
 General corporate                             32,800      29,600      32,700
     Total related to                                    
      continuing operations                 1,974,600   1,743,700   1,607,800
 Discontinued operations                         -        269,400     238,600
     Total                                 $1,974,600  $2,013,100  $1,846,400

DEPRECIATION AND AMORTIZATION                            
 Automotive                                $   38,900  $   33,100  $   23,100
 Industrial                                    26,400      22,500      17,500
 General corporate                              3,700       3,600       3,700
     Total related to                                    
      continuing operations                $   69,000  $   59,200  $   44,300

CAPITAL OUTLAYS                                          
 Automotive                                $   68,300  $   57,600  $   29,100
 Industrial                                    40,900      32,900      16,700
      Total related to
       continuing operations               $  109,200  $   90,500  $   45,800 

The Company's operations outside of the United States are located primarily in
Europe, and to a lesser extent in Canada, Latin America and the Far East. 
Information concerning the Company's operations by geographic area for fiscal
1997, 1996 and 1995 is as follows (dollars in thousands):

                                                  
                                             1997         1996         1995  

NET SALES FROM 
 CONTINUING OPERATIONS
  United States                           $1,496,400   $1,271,300   $  912,900
  Foreign                                    579,600      507,900      393,500
    Total related to 
     continuing operations                $2,076,000   $1,779,200   $1,306,400

OPERATING INCOME FROM                            
 CONTINUING OPERATIONS
  United States                           $  166,400   $  138,200   $  102,900
  Foreign                                     76,200       67,500       48,500
    Sub-total                                242,600      205,700      151,400
  Restructuring charge                      (112,500)        -            -   
    Total related to
     continuing operations                $  130,100   $  205,700   $  151,400


<PAGE>46

                            MARK IV INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



                                                  
                                       1997         1996           1995   
                                                
IDENTIFIABLE ASSETS                             
  United States                     $1,438,600    $1,259,800   $1,207,400
  Foreign                              536,000       483,900      400,400
    Total related to
     continuing operations           1,974,600     1,743,700    1,607,800
  Discontinued operations                 -          269,400      238,600
    Total                           $1,974,600    $2,013,100   $1,846,400

The net sales to customers reflect the sales of the continuing operating units
in each geographic area to unaffiliated customers.  Export sales of continuing
operating units from the United States to unaffiliated customers were $95.4
million, $91.6 million, and $70.3 million in fiscal 1997, 1996, and 1995,
respectively.  Inter-segment sales are not material.  Sales between geographic
areas are accounted for at prices which are competitive with prices charged to
unaffiliated customers.

15.   Quarterly Financial Data and Information (Unaudited)

The following table sets forth the Company's unaudited results of operations
for each of the fiscal quarters in the years ended February 28, 1997 and
February 29, 1996.  Amounts have been restated to reflect the discontinued
operations identified in  Note 3, as well as the Company's 5% stock dividend
issued in April 1997.  All amounts are presented in thousands of dollars,
except for the per share data:

                           First     Second     Third     Fourth      Total
                          Quarter    Quarter   Quarter    Quarter     Year 
                          -------    -------   -------    -------     -----

Fiscal 1997
-----------
Continuing operations:
 Net sales               $540,900   $494,300   $521,600  $519,200  $2,076,000
 Gross profit (a)        $175,800   $161,100   $170,400  $160,600  $  667,900
 Operating income before
  restructuring charge   $ 59,700   $ 55,100   $ 55,800  $ 52,600  $  223,200
 Restructuring charge        -          -      (112,500)     -       (112,500)
 Interest expense         (14,900)   (15,400)   (14,500)  (14,200)    (59,000)
 Provision for taxes      (17,500)   (15,500)    28,900   (14,900)    (19,000)
    Total continuing       27,300     24,200    (42,300)   23,500      32,700
Discontinued operations     1,200      2,600     13,600     6,000      23,400
    Net income (loss)    $ 28,500   $ 26,800   $(28,700) $ 29,500  $   56,100



<PAGE>47



                            MARK IV INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                           First     Second     Third     Fourth      Total
                          Quarter    Quarter   Quarter    Quarter     Year 
                         ---------   -------   -------    -------     -----

Fiscal 1997
-----------
Primary earnings
 per share:
 Continuing operations:
  Before restructuring 
   charge                $    .41    $   .37   $    .38  $    .35   $   1.51
  Restructuring charge        -          -        (1.02)      -        (1.02)
    Total continuing          .41        .37       (.64)      .35        .49
 Discontinued operations      .02        .04        .20       .09        .35
    Net income (loss)    $    .43    $   .41   $   (.44) $    .44   $    .84


Fully-diluted earnings
 per share:
 Continuing operations:
  Before restructuring 
   charge                $    .41    $   .36   $    .38  $    .35   $   1.50
  Restructuring charge        -          -        (1.01)      -        (1.01)
    Total continuing          .41        .36       (.63)      .35        .49
 Discontinued operations      .02        .04        .20       .09        .35
    Net income (loss)    $    .43    $   .40   $   (.43) $    .44   $    .84


Fiscal 1996
-----------

Continuing Operations:
 Net sales               $443,300   $433,900   $447,000  $455,000  $1,779,200
 Gross profit (a)        $151,100   $141,400   $147,000  $134,600  $  574,100
 Operating income        $ 49,300   $ 48,200   $ 47,600  $ 43,200  $  188,300
 Interest expense         (12,900)   (12,900)   (13,300)  (13,500)    (52,600)
 Provision for taxes      (14,200)   (13,700)   (13,400)  (11,600)    (52,900)
    Total continuing       22,200     21,600     20,900    18,100      82,800
 Discontinued Operations    2,400      2,500      2,100     2,600       9,600
    Net income           $ 24,600   $ 24,100   $ 23,000  $ 20,700  $   92,400

Primary earnings 
 per share:
  Continuing operations  $    .34   $    .33   $    .31  $    .27  $     1.25
  Discontinued operations     .04        .03        .04       .04         .15
    Net income           $    .38   $    .36   $    .35  $    .31  $     1.40

Fully-diluted earnings
 per share:
  Continuing operations  $    .33   $    .33   $    .31  $    .27  $     1.24
  Discontinued operations     .04        .03        .04       .04         .15
    Net income           $    .37   $    .36   $    .35  $    .31  $     1.39

___________________________________

(a)   Excluding depreciation expense.


<PAGE>48


ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
-------------------------------------------------------------

      None.

                                      PART III 

Items 10-13
----------- 
      The information required for Items 10, 11, 12 and 13 is incorporated 
herein by reference to the information set forth in the definitive Proxy 
Statement for the Company's 1997 Annual Meeting of Stockholders which will 
be filed with the Securities and Exchange Commission not later than 120 days
after February 28, 1997.


                                     PART IV


ITEM 14.EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

                                                                        Page
(a) (1)   Financial Statements
 
          Report of Independent Accountants for 
           each of the three fiscal years in the 
           period ended February 28, 1997.................................27
  
         Consolidated Balance Sheets at February 28, 1997
          and February 29, 1996...........................................28

         Consolidated Statements of Income for each of 
          the three fiscal years in the period ended 
          February 28, 1997...............................................29

         Consolidated Statements of Stockholders' Equity for
          each of the three fiscal years in the period
          ended February 28, 1997.........................................30

         Consolidated Statements of Cash Flows 
          for each of the three fiscal years in 
          the period ended February 28, 1997 .............................31

         Notes to Consolidated Financial Statements.......................32

    (2)   Financial Statement Schedule 

         Report of Independent Accountants 
          for each of the three fiscal years in the 
          period ended February 28, 1997 .................................52

     II.  Valuation and Qualifying Accounts...............................53

          All other schedules and statements have been omitted as the required
          information is inapplicable or is presented in the financial
          statements or notes thereto. 

(b) Reports on Form 8-K

    None


<PAGE>49



(c) Exhibits 


    2.1      Agreement and Plan of Merger dated as of October 3, 1994 by and
             among Mark IV Industries, Inc., Mark IV Acquisition Corp., and
             Purolator Products Company, incorporated by reference to exhibit
             (c)(1) to Schedule 14D-1 (Tender Offer) dated October 7, 1994,
             as filed with the SEC on such date (incorporated by reference to
             the exhibit (c)(1) to Schedule 14D-1 (Tender Offer) dated
             October 7, 1994, as filed with the SEC on such date).
 
    2.2      Offer to Purchase by and among Mark IV Industries, Inc., Mark IV
             Acquisition corp., and Purolator Products Company, as revised,
             incorporated by reference to exhibit (a)(1) to Amendment No. 1
             to Schedule 14D-1 (Tender Offer) dated October 11, 1994, as
             filed with the SEC on such date.

    3.1      Certificate of Incorporation, as amended (incorporated by
             reference to Exhibit 28.1 to the Company's Registration
             Statement No. 33-45215 on Form S-3, as filed with the SEC on
             January 24, 1993).

    4.1      Specimen Common Stock Certificate (incorporated by reference to
             Exhibit 4.11 to Amendment No. 1 to the Registrant's Registration
             Statement No. 33-41553 on Form S-3 dated August 6, 1991).

    4.2      By-Laws of the Registrant (incorporated by reference to Exhibit
             4.12 To Amendment No. 1 to the Registrant's Registration
             Statement No. 33-41553 on Form S-3, dated August 6, 1991).

    4.3      Conformed copy of the Indenture, dated as of March 15, 1993,
             between Mark IV Industries, Inc. and Citibank, N.A.; including
             the form of Senior Subordinated Notes due April 1, 2003
             (incorporated by reference to Exhibit 4.1 to the Company's
             Current Report on Form 8-K dated March 29, 1993). 

    4.4      Conformed copy of the Indenture, dated as of March 11, 1996,
             between Mark IV Industries, Inc. and Fleet National Bank as
             Trustee; including the form of Senior Subordinated Notes due
             April 1, 2006 (incorporated by reference to Exhibit 4.1 to the
             Company's Current Report on Form 8-K dated March 6, 1996). 


           Executive Compensation Plans and Arrangements (10.1 -10.20)


    10.1     Employment Agreement dated March 1, 1995 between the Company and
             Sal Alfiero (incorporated by reference to Exhibit 10.1 to the
             Company's Annual Report or Form 10-K for the fiscal year ended
             February 28, 1995).

    10.2     Employment Agreement dated March 1, 1995 between the Company and
             Gerald S. Lippes (incorporated by reference to Exhibit 10.3 to
             the Company's Annual Report or Form 10-K for the fiscal year
             ended February 28, 1995).


<PAGE>50




    10.3     Employment Agreement dated March 1, 1995 between the Company and
             William P. Montague (incorporated by reference to Exhibit 10.4
             to the Company's Annual Report or Form 10-K for the fiscal year
             ended February 28, 1995).

    10.4     Employment Agreement dated March 1, 1995 between the Company and
             Frederic L. Cook (incorporated by reference to Exhibit 10.5 to
             the Company's Annual Report or Form 10-K for the fiscal year
             ended February 28, 1995).

    10.5     Employment Agreement dated March 1, 1995 between the Company and
             John J. Byrne (incorporated by reference to Exhibit 10.6 to the
             Company's Annual Report or Form 10-K for the fiscal year ended
             February 28, 1995).

    10.6     Employment Agreement dated March 1, 1995 between the Company and
             Richard L. Grenolds (incorporated by reference to Exhibit 10.7
             to the Company's Annual Report or Form 10-K for the fiscal year
             ended February 28, 1995).

    10.7     Employment Agreement dated March 1, 1995 between the Company and
             Douglas J. Fiegel (incorporated by reference to Exhibit 10.8 to
             the Company's Annual Report or Form 10-K for the fiscal year
             ended February 28, 1995).

    10.8     Employment Agreement dated January 1, 1995 between the Company,
             Dayco Products, Inc. ("Dayco") and Bruce A. McNiel (incorporated
             by reference to Exhibit 10.9 to the Company's Annual Report or
             Form 10-K for the fiscal year ended February 28, 1995).

    10.9     Employment Agreement dated January 1, 1995 between the Company,
             Dayco, Dayco Europe, A.B. and Kurt J. Johansson (incorporated by
             reference to Exhibit 10.10 to the Company's Annual Report or
             Form 10-K for the fiscal year ended February 28, 1995).

    10.10    Employment Agreement dated January 1, 1995 between the Company,
             Dayco and Patricia Richert (incorporated by reference to Exhibit
             10.11 to the Company's Annual Report or Form 10-K for the fiscal
             year ended February 28, 1995).

    10.11    Amendment and Restatement of Mark IV Industries, Inc. and
             Subsidiaries Incentive Stock Option Plan, as of February 8, 1988
             (incorporated by reference to Exhibit 10.13.1 to the Company's
             Registration Statement No. 33-42307 on Form S-8 dated August 19,
             1991).

    10.12    Amendment and Restatement of the Mark IV Industries, Inc. and
             Subsidiaries 1992 Incentive Stock Option Plan Effective March
             30, 1994 (incorporated by reference to Exhibit 10.4 to the
             Company's Annual Report on Form 10-K for the fiscal year ended
             February 28, 1994).

    10.13    Amendment and Restatement of the Mark IV Industries, Inc. 1992
             Restricted Stock Plan Effective March 1, 1995 (incorporated by
             reference to Exhibit 10.1 to the Company's Annual Report or Form
             10-K for the fiscal year ended February 28, 1995).
 

<PAGE>51

    10.14    Mark IV Industries, Inc. Executive Bonus Plan (incorporated by
             reference to Exhibit 10.8 to the Company's Annual Report on Form
             10-K for the fiscal year ended February 28, 1991).

    10.15    First Amendment and Restatement of the Mark IV Industries, Inc.
             Enhanced Executive Incentive Plan (incorporated by reference to
             Exhibit 10.16 to the Company's Annual Report on Form 10-K dated
             February 29, 1992).

    10.16    Third Amendment and Restatement of the Non-Qualified Plan of
             Deferred Compensation of Mark IV Industries, Inc. Effective
             September 1, 1993 (incorporated by reference to the Company's
             Annual Report on Form 10-K for the fiscal year ended February
             28, 1994).

    10.17    First Amendment and Restatement of the Non-Qualified Plan of
             Deferred Compensation for Non-Employee Directors of Mark IV
             Industries, Inc. Effective December 1, 1993 (incorporated by
             reference to the Company's Annual Report on Form 10-K for the
             fiscal year ended February 28, 1994).

    10.18    First Amendment and Restatement of the Non-qualified Plan of
             Deferred Incentive Compensation for Executives of Certain
             Operating Divisions and Subsidiaries of Mark IV Industries, Inc.
             Effective November 30, 1993 (incorporated by reference to
             Exhibit 10.19 to the Company's Annual Report or Form 10-K for
             the fiscal year ended February 28, 1995).

    10.19    Short Term Incentive Bonus Plan of Dayco Products, Inc. dated
             March 30, 1994 (incorporated by reference to Exhibit 10.20 to
             the Company's Annual Report or Form 10-K for the fiscal year
             ended February 28, 1995).

    10.20*   Executive Loan Program 

                        Other Material Contract Exhibits

    10.21    Conformed copy of the Credit Agreement, dated as of March 8,
             1996, among the Registrant and Dayco PTI S.p.A., as Borrowers,
             certain other subsidiaries of the Registrant, as Guarantors,
             various banks and financial institutions, Chemical Bank, as
             Administrator and Bid Agent, Bank of America National Trust and
             Savings Association, as Documentation Agent, and BA Securities,
             Inc. and Chemical Securities, Inc. as Arrangers (incorporated by
             reference to Exhibit 10.1 to the Registrant's Current Report on
             Form 8-K dated March 6, 1996).

    11*      Statement regarding computation of per share earnings.

    21*      Subsidiaries of the Registrant.

    23*      Consent of Independent Accountants.

    27*      Financial Data Schedule.

______________________

*  Filed herewith by direct transmission pursuant to the EDGAR program.


<PAGE>52




                       REPORT OF INDEPENDENT ACCOUNTANTS 
 


 

 
To the Board of Directors and Stockholders 
 of Mark IV Industries, Inc. 
 
 
Our report on the consolidated financial statements of Mark IV Industries,
Inc. is included in Item 8 of this Form 10-K.  In connection with our audits
of such financial statements, we have also audited the related financial
statement schedule listed in Item 14 of this Form 10-K. 
 
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole, 
presents fairly, in all material respects, the information required to be 
included therein.  
 
 
 
                                       COOPERS & LYBRAND L.L.P.
 
 
 
 
 
 
Rochester, New York 
March 18, 1997
                                             
                             
<PAGE>53
<TABLE>
<CAPTION>
                                             
                                             
                                             MARK IV INDUSTRIES, INC.
                                  SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                                              Additions
                                               Charged       Deductions
                                Beginning     (Credited)      Accounts                          Ending
Classifications                  Balance      to Expense     Charged Off         Other(a)       Balance
---------------                 ---------     ----------      ----------        ---------       --------

     <S>                           <C>            <C>             <C>              <C>             <C>

 
Year ended February 28, 1997

Allowance for doubtful
 accounts                      $ 16,700,000   $  4,800,000    $ (4,700,000)   $ (2,100,000)   $ 14,700,000


Year ended February 29, 1996
 
Allowance for doubtful
 accounts                      $ 18,600,000   $  2,700,000    $ (5,400,000)   $    800,000    $ 16,700,000

 
Year ended February 28, 1995
 
Allowance for doubtful 
 accounts                      $ 12,000,000   $  3,300,000    $ (3,100,000)   $  6,400,000    $ 18,600,000





(a)  Represents the following
                                                                 February       February        February       
                                                                 28, 1997       29, 1996        28, 1995       
                                                               -----------     ----------      ----------
                          <S>                                       <C>            <C>            <C>

          Reserve at date of acquisition of subsidiary         $   500,000     $  100,000      $5,500,000      
                                                            
          Reclassification from other reserves                     200,000        200,000         400,000      
          Reserves of discontinued operations disposed          (2,400,000)          -               -   
          Foreign currency translation adjustment                 (400,000)       500,000         500,000
                                                               $(2,100,000)    $  800,000      $6,400,000


</TABLE>


<PAGE>54


                                   SIGNATURES


    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized. 
 
                                      MARK IV INDUSTRIES, INC.



                                      By: /s/ Sal H. Alfiero          
                                          -------------------
                                          Sal H. Alfiero, Chairman of the
                                          Board and Chief Executive Officer
Dated:  May 5, 1997  


    Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report on Form 10-K has been signed below by the following persons in
the capacities and on the date indicated. 

 
     Signature                             Title                     Date

 
/s/ Sal H. Alfiero
------------------
    Sal H. Alfiero                  Chairman of the Board          May 5, 1997
                                     and Chief Executive Officer

 
/s/ William P. Montague    
-----------------------
    William P. Montague             President, Director            May 5, 1997


 
/s/ John J. Byrne                  
-----------------------    
    John J. Byrne                   Vice President and             May 5, 1997
                                     Chief Financial Officer


 
/s/ Richard L. Grenolds      
-----------------------
    Richard L. Grenolds             Vice President and             May 5, 1997
                                     Chief Accounting Officer



/s/ Gerald S. Lippes          
-----------------------
    Gerald S. Lippes                Secretary and Director         May 5, 1997


 
/s/ Clement R. Arrison
----------------------
    Clement R. Arrison              Director                       May 5, 1997


  


<PAGE>55




                                  Exhibit Index



    2.1      Agreement and Plan of Merger dated as of October 3, 1994 by and
             among Mark IV Industries, Inc., Mark IV Acquisition Corp., and
             Purolator Products Company, incorporated by reference to exhibit
             (c)(1) to Schedule 14D-1 (Tender Offer) dated October 7, 1994,
             as filed with the SEC on such date (incorporated by reference to
             the exhibit (c)(1) to Schedule 14D-1 (Tender Offer) dated
             October 7, 1994, as filed with the SEC on such date).

    2.2      Offer to Purchase by and among Mark IV Industries, Inc., Mark IV
             Acquisition Corp., and Purolator Products Company, as revised,
             incorporated by reference to exhibit (a)(1) to Amendment No. 1
             to Schedule 14D-1 (Tender Offer) dated October 11, 1994, as
             filed with the SEC on such date. 

    3.1      Certificate of Incorporation, as amended (incorporated by
             reference to Exhibit 28.1 to the Company's Registration
             Statement No. 33-45215 on Form S-3, as filed with the SEC on
             January 24, 1993).

    4.1      Specimen Common Stock Certificate (incorporated by reference to
             Exhibit 4.11 to Amendment No. 1 to the Registrant's Registration
             Statement No. 33-41553 on Form S-3 dated August 6, 1991).

    4.2      By-Laws of the Registrant (incorporated by reference to Exhibit
             4.12 To Amendment No. 1 to the Registrant's Registration
             Statement No. 33-41553 on Form S-3, dated August 6, 1991).

    4.3      Conformed copy of the Indenture, dated as of March 15, 1993,
             between Mark IV Industries, Inc. and Citibank, N.A.; including
             the form of Senior Subordinated Notes due April 1, 2003
             (incorporated by reference to Exhibit 4.1 to the Company's
             Current Report on Form 8-K dated March 29, 1993). 

    4.4      Conformed copy of the Indenture, dated as of March 11, 1996,
             between Mark IV Industries, Inc. and Fleet National Bank as
             Trustee; including the form of Senior Subordinated Notes due
             April 1, 2006 (incorporated by reference to Exhibit 4.1 to the
             Company's Current Report on Form 8-K dated March 6, 1996). 



           Executive Compensation Plans and Arrangements (10.1 -10.20)


    10.1     Employment Agreement dated March 1, 1995 between the Company and
             Sal Alfiero (incorporated by reference to Exhibit 10.1 to the
             Company's Annual Report or Form 10-K for the fiscal year ended
             February 28, 1995).

    10.2     Employment Agreement dated March 1, 1995 between the Company and
             Gerald S. Lippes (incorporated by reference to Exhibit 10.3 to
             the Company's Annual Report or Form 10-K for the fiscal year
             ended February 28, 1995).


<PAGE>56


    10.3     Employment Agreement dated March 1, 1995 between the Company and
             William P. Montague (incorporated by reference to Exhibit 10.4
             to the Company's Annual Report or Form 10-K for the fiscal year
             ended February 28, 1995).

    10.4     Employment Agreement dated March 1, 1995 between the Company and
             Frederic L. Cook (incorporated by reference to Exhibit 10.5 to
             the Company's Annual Report or Form 10-K for the fiscal year
             ended February 28, 1995).

    10.5     Employment Agreement dated March 1, 1995 between the Company and
             John J. Byrne (incorporated by reference to Exhibit 10.6 to the
             Company's Annual Report or Form 10-K for the fiscal year ended
             February 28, 1995).

    10.6     Employment Agreement dated March 1, 1995 between the Company and
             Richard L. Grenolds (incorporated by reference to Exhibit 10.7
             to the Company's Annual Report or Form 10-K for the fiscal year
             ended February 28, 1995).

    10.7     Employment Agreement dated March 1, 1995 between the Company and
             Douglas J. Fiegel (incorporated by reference to Exhibit 10.8 to
             the Company's Annual Report or Form 10-K for the fiscal year
             ended February 28, 1995).

    10.8     Employment Agreement dated January 1, 1995 between the Company,
             Dayco Products, Inc. ("Dayco") and Bruce A. McNiel (incorporated
             by reference to Exhibit 10.9 to the Company's Annual Report or
             Form 10-K for the fiscal year ended February 28, 1995).

    10.9     Employment Agreement dated January 1, 1995 between the Company,
             Dayco, Dayco Europe, A.B. and Kurt J. Johansson (incorporated by
             reference to Exhibit 10.10 to the Company's Annual Report or
             Form 10-K for the fiscal year ended February 28, 1995).

    10.10    Employment Agreement dated January 1, 1995 between the Company,
             Dayco and Patricia Richert (incorporated by reference to Exhibit
             10.11 to the Company's Annual Report or Form 10-K for the fiscal
             year ended February 28, 1995).

    
    10.11    Amendment and Restatement of Mark IV Industries, Inc. and
             Subsidiaries Incentive Stock Option Plan, as of February 8, 1988
             (incorporated by reference to Exhibit 10.13.1 to the Company's
             Registration Statement No. 33-42307 on Form S-8 dated August 19,
             1991).

    10.12    Amendment and Restatement of the Mark IV Industries, Inc. and
             Subsidiaries 1992 Incentive Stock Option Plan Effective March
             30, 1994 (incorporated by reference to Exhibit 10.4 to the
             Company's Annual Report on Form 10-K for the fiscal year ended
             February 28, 1994).

    10.13    Amendment and Restatement of the Mark IV Industries, Inc. 1992
             Restricted Stock Plan Effective March 1, 1995 (incorporated by
             reference to Exhibit 10.1 to the Company's Annual Report or Form
             10-K for the fiscal year ended February 28, 1995).
 

<PAGE>57

    10.14    Mark IV Industries, Inc. Executive Bonus Plan (incorporated by
             reference to Exhibit 10.8 to the Company's Annual Report on Form
             10-K for the fiscal year ended February 28, 1991).

    10.15    First Amendment and Restatement of the Mark IV Industries, Inc.
             Enhanced Executive Incentive Plan (incorporated by reference to
             Exhibit 10.16 to the Company's Annual Report on Form 10-K dated
             February 29, 1992).

    10.16    Third Amendment and Restatement of the Non-Qualified Plan of
             Deferred Compensation of Mark IV Industries, Inc. Effective
             September 1, 1993 (incorporated by reference to the Company's
             Annual Report on Form 10-K for the fiscal year ended February
             28, 1994).

    10.17    First Amendment and Restatement of the Non-Qualified Plan of
             Deferred Compensation for Non-Employee Directors of Mark IV
             Industries, Inc. Effective December 1, 1993 (incorporated by
             reference to the Company's Annual Report on Form 10-K for the
             fiscal year ended February 28, 1994).

    10.18    First Amendment and Restatement of the Non-qualified Plan of
             Deferred Incentive Compensation for Executives of Certain
             Operating Divisions and Subsidiaries of Mark IV Industries, Inc.
             Effective November 30, 1993 (incorporated by reference to
             Exhibit 10.19 to the Company's Annual Report or Form 10-K for
             the fiscal year ended February 28, 1995).

    10.19    Short Term Incentive Bonus Plan of Dayco Products, Inc. dated
             March 30, 1994 (incorporated by reference to Exhibit 10.20 to
             the Company's Annual Report or Form 10-K for the fiscal year
             ended February 28, 1995).

    10.20*   Executive Loan Program 


                        Other Material Contract Exhibits

    10.21    Conformed copy of the Credit Agreement, dated as of March 8,
             1996, among the Registrant and Dayco PTI S.p.A., as Borrowers,
             certain other subsidiaries of the Registrant, as Guarantors,
             various banks and financial institutions, Chemical Bank, as
             Administrator and Bid Agent, Bank of America National Trust and
             Savings Association, as Documentation Agent, and BA Securities,
             Inc. and Chemical Securities, Inc. as Arrangers (incorporated by
             reference to Exhibit 10.1 to the Registrant's Current Report on
             Form 8-K dated March 6, 1996).

    11*      Statement regarding computation of per share earnings.

    21*      Subsidiaries of the Registrant.

    23*      Consent of Independent Accountants.

    27*      Financial Data Schedule.

______________________

*  Filed herewith by direct transmission pursuant to the EDGAR program.