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
For the fiscal year ended February 29, 2000

                                      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 10, 2000 on the New York Stock Exchange was approximately
$817,792,919.

      As of May 10, 2000, the number of outstanding shares of Registrant's
Common Stock, $.01 par value, was approximately 44,354,507 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.................................................19
Item 3:     Legal Proceedings..........................................20
Item 4:     Submission of Matters to a Vote
             of Security Holders.......................................20


PART II

Item 5:     Market for the Company's Common Stock and
             Related Security Holder Matters...........................20
Item 6:     Selected Financial Data....................................21
Item 7:     Management's Discussion and Analysis
             of Financial Condition and Results
             of Operations.............................................23
Item 8:     Financial Statements and Supplementary
             Data......................................................32
Item 9:     Disagreement on Accounting and Financial
             Disclosure................................................61


PART III

Item 10:    Directors and Executive Officers of the
             Registrant................................................61
Item 11:    Executive Compensation.....................................61
Item 12:    Security Ownership of Certain Beneficial
             Owners and Management.....................................61
Item 13:    Certain Relationships and Related
             Transactions..............................................61


PART IV

Item 14:    Exhibits, Financial Statement Schedules and
             Reports on Form 8-K ......................................62
            Signatures.................................................69
            Exhibit Index..............................................70


<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 industrial and automotive
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 primarily sold
on a direct basis; however sales are also made through independent
distributors, to other manufacturers and commercial users in the United States
and Europe and, to a lesser extent, in Canada, South America and the Asia and
Pacific Region.  Mark IV operates 65 manufacturing facilities and 51
distribution and sales locations and employs approximately 15,600 people in 14
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, and the
introduction of new, more cost effective and durable products and systems.

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

     (i)    increased its emphasis on cash-flow and asset utilization by
            selling its non-core businesses and emphasizing cash-flow in its
            new management incentive plans;
     (ii)   expanded its product make-up and increased its new business
            opportunities to supply power systems to the emerging city car
            market through its $148 million acquisition of Lombardini FIM SpA
            ("Lombardini") in April 1999;
     (iii)  acquired Ruggerini and the Continuous Variable Transmission
            ("CVT") business of Piaggio for $23 million, as complementary add-
            ons to Lombardini's activities.
     (iv)   initiated during fiscal 1997 a restructuring of the Company's
            manufacturing and distribution facilities to make them more
            focused and cost effective;
     (v)    completed its restructuring plan in fiscal 1999, and began to
            reposition its automotive aftermarket business and make certain
            other strategic decisions relative to its personnel requirements
            and inventory management practices;
     (vi)   expanded its international presence and capabilities and
            complemented its existing automotive power transmission business
            through its $60 million acquisition of LPI Systemes Moteurs S.A.
            ("LPI") in October 1997;
     (vii)  expanded LPI's products and technology from Europe to North
            America;
     (viii) increased its industrial hose and couplings production capacity
            and strengthened its position in the related marketplace through
            its $78 million acquisition of Imperial Eastman in fiscal 1997;

<PAGE>4

     (ix)   established manufacturing facilities in Argentina and Brazil;
     (x)    established distribution centers to serve markets in South America
            and the Asia and Pacific Region;
     (xi)   acquired manufacturing and distribution facilities in Australia
            and Mexico; and
     (xii)  emphasized continuous product and systems development.

Recent Developments

-     In January 2000, the Company announced that it had retained the
      investment banking firm of Bear, Stearns & Co. Inc. to advise its Board
      of Directors as to various strategic alternatives to maximize
      shareholder value, including the possible sale or merger of the Company.
      On May 26, 2000, the Company executed a definitive merger agreement
      with MIV Acquisition Corporation, an entity controlled by funds advised
      by BC Partners, a leading European private equity firm, providing for
      the acquisition of Mark IV at a price of $23.00 per share in cash.

      The transaction is structured as a cash merger and includes the
      assumption and/or refinancing of approximately $950 million of
      the Company's debt. The transaction has been approved by Mark IV's
      Board of Directors and is conditioned on the approval of the holders
      of a majority of the outstanding shares of Mark IV.  Certain Executive
      Officers and Directors of the Company have agreed with MIV Acquisition
      Corporation to vote the aggregate 7,173,863 shares of the Company's
      Common Stock (approximately 16% of the outstanding shares) owned by
      them in favor of the merger. The merger is also conditioned on the
      receipt of funding under committed financing, the absence of material
      adverse changes, government regulatory approvals and other customary
      conditions.  In connection with the acquisition, certain members of
      the Company's management have agreed to roll-over stock options
      currently held by such persons, in lieu of cash, and have been offered
      the opportunity to purchase equity in the parent of the acquisiton
      subsidiary. The tranaction closing is currently anticipated to occur
      within four to five months.

      The funding for the merger is based upon a debt financing commitment
      for the acquisiton subsididary from a bank syndicate led by the
      Chase Manhattan Bank to provide, in the aggregate, approximately $1.2
      billion to finance a portion of the acquisition. The syndicate
      includes Interbanca S.p.A. and Mediobanca S.p.A.  In addition, funds
      advised by BC Partners, and Interbanca S.p.A. have committed an
      aggregate of $830 million in equity and other funding for the balance
      of the acquisition financing.  Funding under the commitments is subject
      to customary conditions.


      Under the terms of the Indentures governing Mark IV's 7-3/4%
      Senior Subordinated Notes due 2006 and its 4-3/4% Convertible
      Subordinated Notes due 2004, the Company is required to offer
      to purchase such Notes following the consummation of the merger at
      prices set forth in the respective Indentures.  MIV Acquisition
      Corporation has advised that it is currently intended that the
      Company's 7-1/2% Senior Subordinated Notes due 2007 will remain
      outstanding following the merger.


-     During fiscal 2000, the Company repurchased approximately $130.4 million
      principal amount of its 7-3/4% Senior Subordinated Notes.

-     Through a series of stock repurchase programs authorized by the
      Company's Board of Directors, the Company acquired the following amounts
      of its Common Stock during the last three fiscal years (amounts in
      thousands, except per share data):

                                    Number of        Total     Average Cost
                                Shares Acquired       Cost       Per Share
                                ----------------      ----       ---------
            Fiscal 2000              9,200          $164,400     $17.94
            Fiscal 1999              9,500           178,200     $18.71
            Fiscal 1998              3,500            80,400     $23.14
                                    ------          --------
                                    22,200          $423,000     $19.09

-     In September 1999, continuing the Company's strategy to improve its
      return on assets employed, the Company completed the sale of its
      Industrial Filter Business for cash proceeds of approximately $144.8
      million.  The Company also completed the sale of several smaller
      businesses in the early part of fiscal 2000 for cash proceeds of
      approximately $23 million.  The net proceeds from these divestitures
      were used to fund Common Stock repurchases, debt extinguishment and
      acquisitions.

-     During fiscal 1999 and 2000, the Company established a new air intake
      manufacturing facility in Montreal, and began initial shipments of
      products to its automotive OEM customers in the fourth quarter of fiscal
      2000.

-     In April 1999, the Company acquired the net assets of Lombardini, an
      Italian-based manufacturer of small diesel engines, for $148 million,
      consisting of a cash payment of $42.0 million and the assumption of $106
      million existing debt.  Lombardini competes in various markets,
      supplying engines to agricultural, marine, automotive, electrical
      generation and home and lawn care markets, primarily in Europe.  In
      October 1999, the Company acquired Ruggerini and the CVT business of
      Piaggio, total consideration (including debt assumed) of approximately
      for $23 million.  These businesses represent complementary add-ons to
      Lombardini's activities.  The Company believes an additional growth
      opportunity resulting from these acquisitions is in providing a power
      system (diesel engine and CVT) for application in the emerging market
      for city cars (ultra-compact, economical and environmentally friendly)
      in Europe and other regions throughout the world where automotive
      congestion and pollution is a significant issue.


<PAGE>5

-     In February 1999, as part of the Company's strategy to improve its
      return on assets employed, the Company sold its Automotive Filter
      Business for cash proceeds of $276 million.  Near the end of fiscal 1999
      the Company also sold several smaller stand-alone business units for net
      cash consideration of approximately $16 million.

-     During fiscal 1999, the Company began to reposition its automotive
      aftermarket business, and made certain other strategic decisions
      relative to its personnel requirements, inventory management practices,
      facility utilization and non-core lines of business.  During this period
      the Company also completed the remaining facility rationalization
      related to its fiscal 1997 restructuring plan.  As a result of these
      activities, the Company recognized a repositioning charge in fiscal 1999
      in the amount of $66 million, with $62.8 million related to continuing
      operations, and the balance related to discontinued operations.
      Approximately $25 million of the charge related to non-cash items.

-     During fiscal 1998, the Company acquired the net assets of LPI for a net
      cash purchase price of approximately $60 million.  LPI, based in France,
      manufactures plastic air admission systems which include air intake
      manifolds and cooling modules produced by injection molding, welding and
      blow molding technologies.  Certain of LPI's technology and products in
      place in Europe are being replicated in North America.

-     During fiscal 1998, the Company completed the sale of $275 million
      principal amount of its 4-3/4% Convertible Subordinated Notes due 2004,
      and $250 million principal amount of its 7-1/2% Senior Subordinated
      Notes due 2007.

-     The Company used a portion of the net proceeds from its fiscal 1998
      financing transactions and divestiture transactions completed during
      fiscal 1997 to reduce outstanding senior indebtedness under the
      Company's Credit Agreement and domestic demand lines, and to refinance
      its $258 million principal amount of 8-3/4% Senior Subordinated Notes
      due April 1, 2003.


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 power transmission, fuel and fluid handling
            systems and components, as well as air-intake systems, diesel and
            gas engines and CVT applications for the global automotive
            aftermarket and OEM (original equipment manufacturers) markets;
            and

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


<PAGE>6


      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

      Mark IV Automotive designs, manufactures and sells a variety of high
quality automotive systems and components to the global automotive industry.
Sales in this segment were approximately $1.2 billion in fiscal 2000,
representing 60% of Mark IV's total revenue during the year.  Approximately
83% of the segment's sales were to OEM/OES customers, with the balance of the
Company's automotive products sold to the aftermarket.

      During fiscal 2000, Mark IV Automotive's sales increased 3.5%, after
adjusting for the effects of acquired and discontinued operations.  This
growth was driven by improvements in its North American markets, coupled with
new products, including the new line of tensioners for the Aftermarket and the
air-intake manifold line (acquired with the October 1997 purchase of LPI).
The acquisition of LPI also provided the Company with new products and
technology to be leveraged in its North American OEM market.

      Significant changes have been occurring in both the OEM and aftermarket
sectors of the Automotive business, and Mark IV Automotive has been changing
along with them.  The industry's ongoing globalization and the consolidation
of suppliers in the marketplace are two of the most important factors
impacting the business.  The Company has positioned itself to capitalize on
these trends by acquiring and growing its international operations.  As a
result, sales outside of North America currently account for over half of Mark
IV Automotive's revenue.  The introduction of LPI's air-intake technology
products to customers in North America, and the fiscal 2000 acquisitions of
Lombardini, Ruggerini and the CVT business of Piaggio, represent new growth
opportunities for Mark IV Automotive.  Research and development activities,
coupled with more efficient lean manufacturing processes, are helping Mark IV
shorten its time required to develop and produce new products, which helps
increase customer service and satisfaction.  Continued internal growth,
together with additional acquisitions that complement product offerings and
expand market penetration, will provide Mark IV with new products, technology
and capacity going forward.

      Mark IV Automotive is OEM driven and aftermarket leveraged.  The Company
views its OEM business as the primary driver for growth in the automotive
business segment, and that its long-term success in the aftermarket is
dependent on providing OEM-approved products to its aftermarket customers.
Therefore, the Company's primary focus continues to be on supplying products
and systems designed, manufactured and sold to global automotive
manufacturers.  This will, in turn, enhance the Company's ability to sell
components into the aftermarket.  Revenue growth in the Automotive Aftermarket
is driven more by repetitive business as opposed to long-term contract
commitments, although contracted commitments do exist in the retail channel of
the Automotive Aftermarket.  For a significant part of the Automotive
Aftermarket business, Mark IV has 100% of its customers' business for the
products it sells.  The success of Mark IV's retail customers in gaining
market share from the traditional markets and expanded preference for its
higher margin National Brand products, coupled with new product offerings such
as the tensioner product line, have allowed Mark IV to increase its market
share in the Automotive Aftermarket.


<PAGE>7

Automotive OEM

      Mark IV Automotive designs and supplies engineered systems and
components for the majority of automotive engine and platform manufacturers in
the world today.  While primarily serving OEMs in North America and Europe,
the Company has also sought to realize growth opportunities in developing
markets by acquiring or initiating start-up operations in Argentina, Australia
and Brazil.

      In the Automotive OEM market, the Company's emphasis is on providing
complete systems or subsystems to meet the needs of its customers.  Management
believes Mark IV Automotive is recognized as an innovator in its "systems"
orientation, which helps OEM customers to decrease the amount of time in the
development stage, and minimize their fixed expenses, and allows the Company
to increase its sales dollars per vehicle.  The Company's efforts in this area
over the past several years have been focused on expanding its technological
and engineering capabilities.  Today, Mark IV Automotive is one of the world's
leading automotive systems manufacturers in the areas of power transmission,
air-intake and fuel and fluid handling.

Technical Centers

      Mark IV Automotive has ten technical centers located in the U.S. and
Europe, each of which is dedicated to the development of products in its core
product areas.  Research and development activities and resources are
coordinated throughout these centers.  As a result, the Company is able to
avoid duplication and can capitalize on developments and improvements made in
its core technologies.

Customer Orientation

      Mark IV Automotive is customer-oriented.  Its research and development
efforts, which include an increased use of simulation studies, are shortening
the time required to develop new products and helping to satisfy its
customers' needs more quickly.  The systems and components it provides have
been concentrated in several key areas of its Engine and Platform Divisions.
With the acquisitions of Lombardini, Ruggerini and the CVT business of
Piaggio, the Company's product and systems offerings during fiscal 2000 were
expanded to include products in the newly formed Power Train Division.

Engine Division

The Engine Division includes systems and components which address customers'
Power Transmission, and Air-Intake and Cooling needs.

Power Transmission Systems

      Mark IV Automotive is a leading manufacturer of accessory drive and
camshaft drive systems consisting of components such as timing and poly-rib
belts, automatic tensioning devices, pulleys, idlers, brackets, dampers and
starter drives for the global automotive market.  The power transmission group
is focused on providing fully designed front-end accessory drive systems which
offer customers increased value and improved performance.

<PAGE>8


      Engines fitted with Mark IV's systems are top performers in terms of
economy, minimization of power loss, and the reduction of vibration and noise.
In addition, developments in the materials field have helped to increase the
durability of the Company's products while reducing important parameters such
as weight and size.  Mark IV expects to remain in the forefront of the
industry by continuing to provide customers with innovative power transmission
systems with performance characteristics that meet or exceed the changing
needs of the marketplace.  Its systems engineering capabilities are employed
at state-of-the-art technical centers in Rochester Hills, Michigan;
Springfield, Missouri; and Chieti, Ivrea and Airasca, Italy.

      During fiscal 2000, the Company's North American power transmission
group increased business and secured significant front-end accessory drive
business for future model years with its North American customers. Mark IV
Automotive's rigid components products, such as tensioners, pulleys, and
idlers, experienced significant growth during fiscal 1999, which continued
into fiscal 2000.  In the current year, a significant number of new product
programs will be introduced, including an expanded line of Mark IV's
innovative flat-spring automatic tensioner for the North American aftermarket.

      Significant investments in new equipment and technology have been made
in the Power Transmission Division to ensure the unit maintains its leadership
position in the industry.  Additional investments will also occur in the
coming year in the areas of belt and automated tensioner manufacturing
equipment.  In addition, all of the Division's manufacturing facilities
received QS-9000 registration, and are pursuing further improvement in the
areas of environmental and shop floor control.

      In Europe,"Virtual Testing Simulation" was a new engine technology
development introduced to Mark IV Automotive's customers during fiscal
1999.  This predictive modeling tool allows Mark IV Automotive to test its
power transmission systems on an engine transmission during the design stage,
to predict performance before the engine is actually built.  Prior to this,
engines had to be designed, built, and then tested.  Today, using the
customer's specifications, virtual testing can be used to create a full
picture of the engine, and predict how different component designs will affect
engine performance before the system is built.  This process enables the
Company to advise its customers how the power transmission system will work,
saving them time and money in the process.  Virtual testing is also used to
improve or resolve problems in existing engine designs.

Air-Intake and Cooling Systems

      Also included in the Engine Division are air-intake and cooling systems,
which include a variety of high quality air intake manifolds, engine cooling
systems and components, ducts, thermostat housings, brake fluid, surge and
power steering tanks, and water pumps.  This group's plastic air admissions
systems, including air-intake manifolds and cooling modules, are produced by
patented injection molding, welding and blow molding processes, making Mark IV
a recognized world leader in these technology areas.


<PAGE>9

      Mark IV Automotive entered this market primarily through the October
1997 acquisition of LPI, headquartered in France. LPI has three manufacturing
facilities and a technical center, all located in France.  In December 1998,
after completing technical development and testing, the Chateauroux, France
LPI facility started production of a new synthetic water-pump.  The benefits
of this new product are derived from the synthetic materials used in
manufacturing resulting in a lighter weight, lower price and a better
performing water-pump.  To date, the air-intake products have been sold
primarily in Europe to leading automotive companies, including Peugeot,
Citroen, Renault, Ford, BMW, Porsche and Volkswagen.  In the second half of
fiscal 2000, the Company's new 175,000 square foot manufacturing facility and
technical center in Montreal, Quebec, Canada, became fully operational.  This
facility provides injection molded and welded nylon air intake manifolds for
North American automotive OEM customers, where a substantial amount of new
business has already been secured with Ford, General Motors and Toyota.

      The formula used in France to provide air intake and cooling systems to
the Company's European customers is being duplicated in Montreal, including
utilization of the same manufacturing equipment and tooling, materials and
work cell manufacturing processes.  In addition, new employees in Montreal are
being trained by experienced personnel from the Company's LPI operations in
France.

Platform Division

      Mark IV Automotive's Platform Division provides systems and components
to meet its customers' fluid handling and fuel systems needs.

Fluid Handling Systems

      Management believes Mark IV Automotive is an established leader in the
design and manufacture of fluid handling systems.  The Company's fluid
handling products consist of hose and hose assemblies for power steering, air
conditioning, oil cooling and other high-pressure applications, as well as
radiator hose, heater hose and other related hose, couplings and assemblies.

      Only 50% of vehicles produced in Europe today include both air
conditioning and power steering, while in the U.S., over 95% of all new
vehicles are comparably equipped.  The number of European cars which feature
these products is growing at a faster rate than the overall market,
representing a continuing growth opportunity for Mark IV Automotive in Europe.

      The Company's fluid handling unit is recognized as one of the few
suppliers in North America with vertically integrated hose and metal tubing
assembly operations.  This integrated capability results in optimal product
solutions for customers, enabling them to depend on a single supplier for
complete design and manufacturing responsibility.

      The focus of the fluid handling group is to provide cost effective
system solutions that solve a variety of problems.  Mark IV Automotive's
products are expected to operate in extreme conditions, including a wide range
of temperatures, pressures, and corrosive environments, and to be able to
handle fluids ranging from gases to liquids.  These system requirements drive
the need for innovative research and development of new generation materials
and components, which are provided by the Company's technical centers in
Ocala, Florida, and Chivasso, Italy.  Mark IV Automotive has also been
successful in integrating innovative NVH (noise and vibration) solutions into
its fluid handling assemblies, generating several new NVH patents each year.

<PAGE>10

Fuel Systems

      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 from the tank into the engine.  Mark IV Automotive's
products vary from completed systems to individual components, including
tubes, hose, couplings, fuel fillers, fuel pumps, fittings, valves, canisters,
filters, quick connectors and other assemblies.  These products are currently
manufactured in North America, Europe and South America, and are sold to major
OEM customers around the world.

      As automotive manufacturers continue to reduce their supply base, they
are placing increased responsibility for engineering and testing on their
suppliers, and sourcing complete systems rather than components.  In response,
Mark IV Automotive's fuel unit is focused on gaining competitive advantage by
expanding its global presence, further enhancing its system offerings, and
establishing alliances with customers, as well as other members of the
automotive supply community.

     The Company's research and development efforts led to three significant
breakthroughs during the past two years, which include low permeation plastic
barrier hose constructions, coatings, and plastic fuel filler assemblies.
Three years in development, the low permeation fuel hose provides excellent
performance to automotive customers, minimizing the transfer of gasoline
through the hose and out into the environment.  Another addition to the fuel
line products is coating enhancements.  The silver coating applied over zinc-
nickel extends the life of the fuel filler systems from 10 to 15 years.  The
Company succeeded in developing a new fuel filler assembly made of plastic.
The fill tube maintains the same dimensions all the way through the bends and
circular-cross section by the use of a patent-pending forming process.  This
value-added feature gives the customer a product that is lower in weight and
price, with excellent performance properties.


Power Train Division

      With the April 1999 acquisition of Lombardini (and the October 1999
acquisitions of Ruggerini and the CVT business of Piaggio), Mark IV has formed
the Power Train Division as a dedicated business unit. Lombardini, an Italian
based company, is a leading European manufacturer of small diesel engines with
manufacturing plants in Italy and France, and sales and distribution offices
throughout Europe and North America.

      In a growing number of cities, vehicle congestion has caused increasing
problems with traffic, parking, emissions, noise and other environmental
issues.  As a result, laws are being changed to restrict city traffic in many
countries.  Consequently, in Europe, as in other continents, the "City Car and
City Van" (specially designed, ultra compact, economical and environmentally
friendly vehicles) market is emerging as a rapidly growing segment in a mature
automotive market. The Power Train unit will develop and market Power Pac
modules consisting of a diesel engine integrated with a continuously variable
transmission currently under development by the Company.  Management believes
the Power Train Division, along with LPI's air-intake business, provides new
growth opportunities for the Company, allowing Mark IV Automotive to enter a
brand new growing segment of the automotive market.

<PAGE>11

Automotive Aftermarket

      In the automotive aftermarket, Mark IV Automotive provides a vast array
of automotive belts, hose and accessories to automotive warehouse
distributors, oil companies, retail and auto parts chains, mass merchandisers,
farm and fleet stores, and hardware distributors.

      The belts and hose manufactured and marketed primarily under the
Company's Dayco(R) brand name are widely recognized.  Through its
restructuring activities, these two core product lines have streamlined the
Company's sales and marketing operations.

      In fiscal 2000, the full roll-out of Dayco's "Preferred Parts" stocking
program won praise and acceptance from Dayco's automotive aftermarket customer
test base.  Preferred Parts utilizes information from R.L. Polk's vehicle
registration database.  Their data is used to prepare a customized stocking
list of the Dayco products that fit the vehicles that are actually located in
a warehouse distributor's or jobber's market area.  Although primarily
designed for these distribution channels, the Preferred Parts program is also
extremely beneficial to the installer, since it provides him with a reliable
source of supply.  In response to the suggestions of the customers in its
pilot group, Dayco has obtained the hardware and software to keep the database
current, and also to reduce the time from a customer's request to the delivery
of the Preferred Parts report.

      Following one of the most successful product introductions in Dayco's
history, the aftermarket line of replacement tensioners continues to set the
standard for product reliability, vehicles in operation (VIO) coverage, and
customer acceptance.  One of the primary contributing factors to the success
of the line was the strategic decision to engineer a "universal" line of
tensioners.  This allows Mark IV's aftermarket tensioner to replace multiple
tensioners made by various manufacturers, thereby reducing the inventory
investment for the aftermarket distributor.  Dayco added ten new part numbers
and thus increased the VIO coverage to over 65 million vehicles.


Outlook

      Internal growth in the Company's automotive business will be achieved
through research and development and the resulting introduction of new
products to the market, and experiencing the benefits of having completed the
restructuring efforts which began in fiscal 1997 and were completed during
fiscal 1999.  External growth will be achieved through entry into new markets
due to acquisitions to date, and those to occur going forward, and continued
geographic expansion.  The Company will continue to provide its customers with
quality products and service, while improving efficiencies and reducing costs.

<PAGE>12

      Mark IV Automotive's strength lies in its focus on the design,
development and manufacture of new or improved safety, environmental and
comfort related automotive products, predominantly for the OEM market.  The
Company's technological capabilities, combined with increased investments in
research and development, will allow it to continue working with its customers
to provide solutions to today's automotive problems, and meet the needs of
tomorrow.


MARK IV INDUSTRIAL

      Mark IV Industrial provides Power Transmission, Fluid Management and
Transportation products and systems to customers around the world.
Representing 40% of Mark IV's total revenue base, Mark IV Industrial's sales
were approximately $800 million in fiscal 2000.  The Company's focus in this
segment includes serving its customers better by expanding product offerings
and improving quality and delivery, while at the same time enhancing the
utilization of its resources.  The Company's efforts in these areas are geared
to position it as a significant supplier of industrial products in key
markets.

      Combining the strengths of its brands, which include Dayco(R), Swan(R),
Imperial Eastman(R), Mark IV IVHS, Luminator, F-P Electronics and Caplugs(R),
Mark IV Industrial is organized into two primary operating units: Dayco
Industrial ("Dayco") and Transportation Products ("TPG" or "Transportation").

Dayco Industrial

      Dayco Industrial is focused on two primary areas: Power Transmission and
Fluid Management.  Its Power Transmission systems and components are used in
the transmission of power - either mechanically or through the use of
hydraulics or fluid power.  Its Fluid Management products are used in the
movement, containment, processing, treatment or control of fluids.  The
systems and components in these areas primarily consist of a variety of belts,
tensioners and pulleys and hose, couplings and assemblies, which are specially
designed for a variety of industrial applications.

      Dayco Industrial's products are specially designed for a variety of
applications in markets which include petroleum, mining, forest products, lawn
& garden, construction, agriculture, and other niche markets.  In these
markets, its products are supplied either directly to industrial original
equipment manufacturers (OEM's), and/or through established distribution and
retail networks.

      During fiscal 1999, the Company acquired COG, a German company, adding
about $6 million to its annual revenue base in Europe.  COG manufactures and
distributes industrial power transmission belts.  The addition of this company
will have a positive impact on the Company's power-transmission business in
Europe by increasing its product line, customer base and distribution channels
and allowing Dayco to increase its business with customers in the German
market.

      During fiscal 1998, the Company acquired Imperial Eastman Australia,
Australian Hose Manufacturing and Rubicon Industrial, adding about $21 million
to its annual revenue base.  The addition of these companies expanded the
Company's industrial product lines, and increased the group's penetration in
Australia.

<PAGE>13

Power Transmission

      Dayco's power transmission products include a full line of belts for
Industrial and Industrial OEM applications. Its power transmission product
line supplies synchronous drive belts which have been enhanced through
advances in rubber compounding, construction and design, resulting in the
belt's improved performance and design flexibility, while saving space,
weight, energy and cost.  In most instances, Dayco's RPP Plus synchronous
drive belts will replace old-fashioned timing belts, roller chain and gear-
driven drives, in addition to providing high-torque, high-efficiency
performance.

      Dayco provides power transmission management solutions for its key
markets.  In Dayco's lawn and garden equipment market, Dayco is a supplier to
the top names in the industry.  As manufacturers have explored the use of
fluid power for more precision and control in their top-of-the-line units,
Dayco has responded with hydraulic hose and coupling solutions to meet their
demanding application needs.  The Company's revenue derived from fluid power
sales in this market has doubled over the last three years.

      Synergies experienced between the Company's Industrial and Automotive
groups have proven to be beneficial.  Dayco Industrial's line of hydraulic
hose, couplings, and crimpers also serves the automotive and light-duty and
heavy-duty truck aftermarkets through Mark IV Automotive.  After the Imperial
Eastman acquisition, Dayco Industrial introduced a brand new coupling style
called the "HY" series, which replaced multiple coupling series from the
combined Dayco and Eastman product lines, enabling its industrial customers to
streamline their inventories.  The Dayco Eastman hydraulic product offering,
including the "HY" coupling, has been introduced to the Company's automotive
aftermarket customers.

Fluid Management

      Dayco's fluid power products use fluids under high pressure to effect a
mechanical motion.  Fluid power applications include hydraulics, pneumatics,
and air brake hose.  The fluid power products also include a specific line of
hydraulic hose and couplings for use in the global mining industry,
encompassing both underground and above-ground processes, with each using
different products and standards. The fluid power products and systems consist
of highly-engineered hose, couplings and crimpers that take advantage of
Dayco's expertise in material science (rubber, plastic and metal) and
manufacturing to achieve greater durability, reliability, temperature and
pressure-resistance, improved vapor barriers and overall safety.

      Fluid transfer products are used to move liquids and gases (ranging from
corrosive chemicals to water, air and other gaseous materials), and solid
matter as diverse as flour and concrete, under low pressure (usually 500 psi
or less).  Dayco provides a wide range of fluid transfer hose and connectors
found in agricultural applications, refineries and service stations,
underground mines, sandblasting jobs, welding processes, chemical transfer
applications, transportation equipment, vacuum cleaners, steel mills and in
garden and air hose applications.  Advances in rubber and thermoplastic
compounding, hose manufacturing and connector machining have allowed Dayco to
achieve innovative designs and applications.

<PAGE>14


      Dayco Industrial continues to enhance and develop new fluid management
products, such as GST II, a general purpose air and water hose.  This product
line now offers new sizes, brighter colors for safety, and higher working
pressures for demanding applications such as those found in the construction
industry.  In the motor fuel-dispensing segment of the petroleum market, Dayco
introduced the Flex-Ever(TM) Ultimate II Vapor Recovery Hose, which features a
DuPont Dow Elastomers cover compound called Hypalon(R).  This material
produces a rugged, abrasion resistant curb pump hose that performs equally
well in the hot summer weather of Yuma, Arizona or during the cold winter
months in Upstate New York.  Dayco's expertise with vapor recovery and
gasoline dispensing hose provides additional leverage in global markets, as
more stringent vapor recovery regulations have come into effect in Europe and
Asia.

      Rubicon Industrial, one of the Australian acquisitions completed at the
end of fiscal 1998, provides a more complete offering of thermoplastic hose
for the Company's industrial hose product line, with specific products
targeted at the mining, manufacturing equipment, and construction markets,
along with other products designed for special fluid handling applications.

Manufacturing Update

      Dayco Industrial's manufacturing performance and efficiency were
significantly enhanced by establishing the "cell" production concept in
Bucyrus, Ohio for the manufacture of Dayco Swan garden hose.  The "cell"
concept provides efficiency throughout the grouping of continuous processes,
which minimizes hand-offs, and allows a cross-functional work team to see a
product through from raw material to its finished state.  Productivity
increased to match the unit's business growth, while overall manufacturing
square footage was reduced.

      Dayco's expanded Alliance, Nebraska plant became fully operational
during fiscal 1999.  The Alliance facility produces braided wire and spiral
wire reinforced high-pressure hydraulic hose for agricultural, construction,
mining, and manufacturing equipment.

      On the quality front, all of Dayco Industrial's key manufacturing
facilities are now ISO 9000 registered, an increasingly important factor when
global industrial customers are choosing suppliers.

Technology

      Dayco Industrial's focus has been on servicing its customers by bringing
simplicity to ordering through the internet, utilizing its Dayco Direct
system, and implementing a new Enterprise Resource Planning (ERP) system.

      Dayco Direct is a significant improvement in customer communications.
This successful integration of the internet into daily operations has been
well received by the Company's customer base, bringing simplicity and up-to-
the-minute information right to their fingertips.  The system allows users to
place orders, change orders, check the availability of stock, price an order,
and track an order's status, in real time, via the internet.  Users can even
link with carriers, such as UPS and Consolidated Freightways, to check the
status of their shipments.  This is not only a benefit to the Company's
customers, it frees up the Company's highly trained, professional sales force
to meet with distributors to provide technical support information and
trouble-shoot tough applications.  Dayco Direct is growing at a rapid pace and
is currently receiving 30,000 "hits" per month.  Along with Dayco Direct, the
Company also supports all traditional and customer-developed EDI Systems.

<PAGE>15

      Another successful innovation was the implementation of the Enterprise
Resource Planning system.  This new system makes the business more efficient
and better connected by linking all important functions within the company:
manufacturing, inventory, finance, order entry, sales and marketing
information on one central system.

Transportation and Other

Transportation

      The Company's Transportation Products Group comprises the IVHS
operation, the Display businesses and Luminator Aircraft Products.  The Group
has four operations in North America and two in Europe and operates in the
Intelligent Transportation System, Mass Transit and Aircraft Lighting Markets.
The products are sold to Toll operators, transit and transportation
authorities and bus, rail and aircraft OEM's.

Intelligent Vehicle Highway Systems (IVHS)

      Mark IV is the supplier of electronic toll collection equipment to the
majority of toll authorities in the North Eastern part of the U.S. and with
6.5 million toll transponders in use, it is the largest supplier of its kind
in North America.  The E-ZPass system of the Interagency Group of 15 toll
authorities is the largest and most successful IVHS implementation in the
world and Mark IV is a significant contributor to that success.

      The Group is known for its innovations, as represented by Highway 407 in
Canada - the world's first non-stop all electronic toll road and its
participation in Border crossing projects.  Mark IV has recently announced the
development of its "Smart Fusion" smart card transponder system and its T3 Tag
which combines three electronic toll protocols in one transponder, thus
bringing to the commercial vehicle market the opportunity for interoperability
on electronic toll roads stretching from the East to the West coast.

      The Group has followed its successful implementation of an automatic
vehicle location system for London Transport buses in England with orders for
similar systems in Lyons and Avignon in France.

Information Display Market

      The new products developed at FP Electronics have rapidly gained
acceptance in both European and North American markets with the Group being
specified as a tier 1 supplier to the world's largest bus manufacturers.

      The rail lighting and display business has had significant success and
its products will be installed on new rolling stock for the New York City and
for the Long Island Rail Road.

Aircraft Products

      The passenger service units designed for the Boeing 717 commercial
airliner designed in conjunction with companies such as Drager Aerospace of
Germany, Fischer Aerospace of Austria and Boeing's Douglas Products Division
have been brought into service.

      Additionally, the aircraft products operation has introduced new cost
saving lighting products to North America's major airlines.


<PAGE>16

Manufacturing

      All Transportation Products Group manufacturing facilities have ISO 9001
certification and are state-of-the-art in their fields.  Capacity increases
have occurred in all major facilities during fiscal 2000 and its facilities
are well placed to take advantage of the anticipated market growth.


Other Industrial Products

      Included in this sector of the Industrial Business Segment are the
Company's Protective Closures' and NRD business units.  Protective Closures is
made up of its Caplugs Division, which manufactures plastic, metal, and vinyl
caps, plugs, edge liners and protective netting sold to a broad base of
industrial and automotive OEM customers; and the Mokon Division, which
produces circulating oil and water temperature control systems.  NRD is a
leading supplier of ionization elements used in smoke detectors, and also
manufactures self-energized, luminous exit signs, and static control devices
used mainly in the electronics and printing industries.


Outlook

      Certain depressed market and geographic conditions negatively affected
Mark IV Industrial's revenue opportunities throughout fiscal 2000.  Such
conditions are believed to be temporary in nature.  Mark IV Industrial expects
to achieve growth in the coming years by focusing on research and development
programs, and supplying new products to its targeted markets.  Acquisitions
and strategic alliances created through collaborative engineering with
customers and specific product expertise, are also expected to provide
additional areas of opportunity.

      In the global marketplace, demand is increasing for the systems and
components that Mark IV Industrial is strategically positioned to provide.  By
focusing on specific market segments where it has leadership positions, and
expanding its product offerings within these areas, as well as in the
geographic regions in which it participates, it expects to continue to
generate new growth opportunities.

      Mark IV Industrial is committed to satisfying the needs of its customers
by continuing to design, manufacture and distribute its products in an
efficient and cost effective manner.  In addition, it is committed to
expanding its product offerings--through product line extensions, acquisitions
and/or joint ventures--in order to expand its array of power transmission,
fluid management and transportation systems and components.


Marketing and Competition

      Mark IV's products are marketed primarily in the United States and
Europe, and to a lesser extent in Canada, South America and the Asia and
Pacific Region.  The Company uses its own sales engineers and other sales
personnel, independent distributors and sales representatives to market its
products.

<PAGE>17


      A majority of the Company's products have a significant and in many
instances a 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.

Research and Development

      The Company is engaged in ongoing research and development in connection
with new and existing products and systems.  Research and development
expenditures are expensed as incurred, and amounted to $59.1 million; $51.3
million and $45.7 million for the Company's continuing operations in fiscal
2000, 1999 and 1998, respectively.  It is anticipated that such costs will
continue at their current level in fiscal 2001 as the Company continues to
pursue development of new products and systems.

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.

<PAGE>18

      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.

      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 15,600 persons, of whom
approximately 12,100 are production employees, with the remainder serving in
executive, administrative, engineering or sales capacities.  The Company
currently has approximately 2,000 North American production employees that are
covered by 9 collective bargaining agreements which expire at various times
through the year 2004.  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. Information on Mark IV can be obtained on
the Company's website at http://www.mark-iv.com.



<PAGE>19


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
                                              ------------------------------
                                               Owned       Leased     Total
                                               -----       ------     -----
Corporate Office                                 -          32,400     32,400
Industrial     (1)                            3,750,600    535,400  4,286,000
Automotive     (2)                            3,467,500    550,000  4,017,500

(1)   Consisting of the following thirty facilities:

      North American facilities (approximately 3,719,400 square feet):
      Springfield, MO; Fort Scott, KS; Alliance, NE; Eldora, IA; McCook, NE;
      Davenport, IA; Bucyrus, OH; Buffalo, NY; Vero Beach, FL; Rancho
      Dominguez, CA; Mexico City, Mexico; Plano, TX; Mississauga, Ontario,
      Canada (2); Cobourg, Ontario, Canada;  Grand Island, NY; Manitowoc, WI
      (2); Barrie, Ontario, Canada; Red Wing, MN; El Paso, TX; Elmira, NY

      International Facilities (approximately 566,600 square feet):
      Halesowen, U.K.; Rellingen, Germany; Barcelona, Spain; Rastatt, Germany;
      Nice, France; Perth, Australia; Sydney, Australia; and Adelaide,
      Australia.

(2)   Consisting of the following thirty-five facilities:

      North American facilities (approximately 1,524,300 square feet):
      Walterboro, SC; Williston, SC; Ocala, FL; Springdale, AR; Weston,
      Ontario, Canada; Easley, SC; Lexington, TN; Montreal, Quebec, Canada;
      Detroit, MI and Big Rapids, MI.

      International facilities (approximately 2,493,200 square feet): Torino,
      Italy (2); Baudour, Belgium; Chieti, Italy (3); Colonnella, Italy;
      Cascina, Italy; Varberg, Sweden; Ulricehamn, Sweden; Ivrea, Italy;
      Follonica, Italy; Melbourne, Australia; Juatuba, Brazil (2); Sao Paulo,
      Brazil; Cordoba, Argentina; Orbey, France; Fraize, France; Chateauroux,
      France; Scarperio, Italy; Reggio Emilia, Italy; Rieti, Italy;
      Villefranche Sor Saone, France; Valdobbiadene, Italy.

      The Industrial and Automotive segments also lease floor space dedicated
exclusively to distribution and warehousing functions which are not included
in the above list of property.  This floor space amounted to approximately 1.4
million square feet, with 900,000 square feet (800,000 square feet North
American and 100,000 square feet International) utilized by the Industrial
segment and 500,000 square feet (400,000 North American and 100,000
International) utilized by the Automotive Segment.

      The Company also owns or leases various small production and
warehouseing facilities, sales offices 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.


<PAGE>20


ITEM 3.  LEGAL PROCEEDINGS

      One of the Company's subsidiaries has been named as a defendant in a
number of litigation actions related to product supplied to one of the
subsidiary's customers.  The parties seek damages related to alleged defects
in certain hose products manufactured by the subsidiary and included by the
customer in its retail gasoline fuel delivery systems.  The Company believes
it has good and valid defenses against the claims, and has submitted a
counter-claim against the customer.

      The Company is also involved in various other legal 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.


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

      Not applicable.




                                   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.

                                 Fiscal 2000                   Fiscal 1999
                               ----------------             ---------------
                               Low         High             Low       High
                               ---         ----             ---       ----
   1st Quarter                $13.000     $19.688         $20.438    $24.063
   2nd Quarter                $18.125     $21.875         $14.188    $22.000
   3rd Quarter                $18.438     $21.000         $13.250    $16.875
   4th Quarter                $16.563     $22.563         $12.688    $16.875


      As of February 29, 2000, the approximate number of holders of record of
the Company's Common Stock was 1,800.

      The Company declared total cash dividends of $.23 and $.21 per share
during fiscal 2000 and 1999, respectively.


<PAGE>21

ITEM 6.  SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                            FIVE YEAR SUMMARY OF OPERATIONS
                     (Amounts in thousands, except per share data)

                                  Fiscal Year Ended the Last Day of February,
                            -------------------------------------------------
                            2000        1999(a)     1998(a)     1997(a)    1996(a)
                           ------       -------     ------      ------     -------
      <S>                   <C>            <C>       <C>          <C>         <C>

Income Statement Data:
 Continuing Operations:
  Net sales              $1,993,700  $1,798,200  $1,703,100  $1,582,900   $1,296,600
                         ==========  ==========  ==========  ==========   ==========

  Operating income (b)   $  187,700  $  178,600  $  193,300  $  177,600   $  145,400
                         ==========  ==========  ==========  ==========   ==========

  Repositioning and
   restructuring charges $     -     $   62,800  $     -     $  112,500   $     -
                         ==========  ==========  =========   ==========   ==========

  Interest expense       $   54,000  $   49,200  $   45,900  $   41,700   $   38,900
                         ==========  ==========  ==========  ==========   ==========

 Income From Continuing
  Operations (c):
   Before repositioning
    and restructuring
    charges              $   85,600   $  82,800   $  91,100   $  82,900   $   65,000
   Repositioning and
    restructuring charges      -        (38,100)       -        (67,500)        -
                         ----------   ---------   ---------   ---------   ----------
      Total continuing       85,600      44,700      91,100      15,400       65,000
                         ----------   ---------   ---------   ---------   ----------

 Income From Discontinued
  Operations (c):
   Before divestitures        2,500      11,800      18,100      23,200       27,400
   Gain (loss) on
    divestitures               -         (6,300)       -         17,500         -
                         ----------   ---------   ---------   ---------   ----------
      Total discontinued      2,500       5,500      18,100      40,700       27,400
                         ----------   ---------   ---------   ---------   ----------
 Extraordinary gain
  (loss) (c)                    900      (2,600)    (10,600)       -            -
                         ----------   ---------   ---------   ---------   ----------
      NET INCOME         $   89,000   $  47,600   $  98,600   $  56,100   $   92,400
                         ==========   =========   =========   =========   ==========

 Basic Earnings Per Share:
  Continuing operations:
   Before repositioning
    and restructuring
    charges               $    1.80   $    1.46    $    1.42   $   1.25    $     .98
   Repositioning and
    restructuring charges       -          (.67)         -        (1.02)         -
                          ---------   ---------    ---------   --------    ---------
      Total continuing         1.80         .79         1.42        .23          .98
                          ---------   ---------    ---------   --------    ---------
  Discontinued operations:
    Before divestitures         .05         .21          .28        .35          .42
    Gain (loss) on
     divestitures               -          (.11)         -          .26          -
                          ---------   ---------    ---------   --------    ---------
      Total discontinued        .05         .10          .28        .61          .42
  Extraordinary gain
   (loss)                       .02        (.05)        (.16)       -            -
                          ---------   ---------    ---------   --------    ---------
      NET INCOME          $    1.87   $     .84    $    1.54   $    .84    $    1.40
                          =========   =========    =========   ========    =========


</TABLE>



<PAGE>22

<TABLE>
<CAPTION>

                                 Fiscal Year Ended the Last Day of February,
                            --------------------------------------------------------
                            2000        1999(a)     1998(a)     1997(a)      1996(a)
                            ----        ------      -------     ------       -------

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

 Diluted earnings per share:
  Continuing operations:
   Before repositioning
    and restructuring
    charges                 $   1.67  $    1.39    $   1.39   $   1.24    $    .98
   Repositioning and
    restructuring charges        -         (.60)        -        (1.01)        -
                            --------  ---------    --------   --------    --------
      Total continuing          1.67        .79        1.39        .23         .98
                            --------  ---------    --------   --------    --------
  Discontinued operations:
    Before divestitures          .04        .17         .27        .35         .41
    Gain (loss) on
     divestitures                -         (.09)        -          .26         -
                            --------  ---------    --------   --------    --------
      Total discontinued         .04        .08         .27        .61         .41
  Extraordinary items            .02       (.04)       (.16)       -           -
                            --------  ---------    --------   --------    --------
      NET INCOME            $   1.73  $     .83    $   1.50   $    .84    $   1.39
                            ========  =========    ========   ========    ========

 Cash dividends paid
  per share                 $    .23  $     .21    $    .17   $    .14    $    .11
                            ========  =========    ========   ========    ========
 Weighted average number of
  shares outstanding:
    Basic                     47,500     56,900      64,100     66,300      66,200
    Diluted                   56,200     65,500      67,400     66,700      66,600


                                       As of the Last Day of February,
                          --------------------------------------------------------
                             2000       1999        1998        1997       1996
                             ----       ----        ----        ----       ----
 Balance Sheet Data:

  Working capital        $  393,100 $  490,600  $  458,400 $  364,600   $  404,900

  Total assets           $2,043,100 $2,079,700  $2,420,500 $1,974,600   $2,013,100

  Long-term debt         $  796,500 $  797,500  $  793,900 $  528,500   $  642,500

  Stockholders' equity   $  477,200 $  596,700  $  752,000 $  758,400   $  725,500


</TABLE>

[FN]
____________________________
(a)  Restated to reflect discontinued operations.
(b)  Income from continuing operations before repositioning and restructuring
     charges, interest expense and taxes.
(c)  Net of related tax effects.

</FN>



<PAGE>23

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 2000, the Company's operations generated
cash of $265.6 million, an increase of $34.3 million (14.8%) over the $231.3
million generated in fiscal 1999.  Cash generated by operations (operating
cash flow) is defined as income from continuing operations before the
repositioning charge, interest, taxes and non-cash items; non-cash items
include depreciation, amortization and net non-cash pension income.  The
fiscal 1999 amount represented a decrease of approximately $8.7 million (3.6%)
from the $240 million generated in fiscal 1998.

Excluding cash and current financial indebtedness, the Company's working
capital investment was approximately $450.4 million at February 29, 2000.
Such amount reflects an increase of approximately $37 million (8.9%) from the
$413.3 investment which existed at February 28, 1999, on a comparable basis
(after adjusting for acquisitions, divestitures, currency fluctuations and
repositioning costs).  In spite of the increase, the Company's operating
working capital (FIFO-based inventory plus accounts receivable, less accounts
payable) as a percentage of the preceding 12 months' pro forma sales remained
consistent at 23.4% at both February 29, 2000 and February 28, 1999, and
management anticipates that its relationship will improve going forward as a
result of continued emphasis on programs to minimize its working capital
investment.  The comparable working capital investment at February 28, 1999
represents a decrease of $28.7 million (7%) in comparison to the corresponding
amount at February 28, 1998.

Capital expenditures related to continuing operations in fiscal 2000 were
$86.2 million, which was lower than depreciation and amortization expense of
$91.2 million for the year.  Such investment reflects an increase of $11.7
million in comparison to fiscal 1999's capital expenditures, and a decrease of
$47.5 million in comparison to fiscal 1998's capital expenditures.  The lower
level of expenditures in the last two years relates primarily to the Company's
return to more normal levels as the Company completed its restructuring plan
and its European and South American expansion efforts.   Management
anticipates the Company's capital expenditure requirements will continue at
its recent levels for fiscal 2001.

Cash provided by earnings (cash from operations, net of interest and taxes) in
fiscal 2000 and 1999 was sufficient to fund the Company's capital expenditure
investments, as well as the cash requirements of its repositioning and
restructuring efforts during those years.  The excess cash provided by
earnings in fiscal 2000 also contributed to the Company's debt and share
repurchase activities during the fiscal year.  Management believes that cash
generated from earnings will be more than sufficient to fund such needs for
the foreseeable future.  Management intends to utilize such excess, plus funds
generated as a result of the Company's anticipated further reduction in its
working capital investment, to help fund the repurchase of its Common Stock,
make further debt reductions and/or to help fund future strategic
acquisitions.


<PAGE>24

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

-     Through a series of stock repurchase programs authorized by the
      Company's Board of Directors, the Company acquired the following
      amounts of its Common Stock during the last three fiscal years (amounts
      in thousands, except per share data):

                                    Number of        Total     Average Cost
                                Shares Acquired       Cost       Per Share

            Fiscal 2000              9,200          $164,400     $17.94
            Fiscal 1999              9,500           178,200     $18.71
            Fiscal 1998              3,500            80,400     $23.14
                                    ------          --------
                                    22,200          $423,000     $19.09
                                    ======          ========

      As of February 29, 2000, the Company remains authorized to acquire
      approximately 5.2 million shares of its Common Stock in open-market
      transactions or privately negotiated transactions at prices which
      management believes to be appropriate.

-     During fiscal 2000, the Company repurchased approximately $130.4
      million principal amount of its 7-3/4% Senior Subordinated Notes.

-     In the early part of fiscal 2000, the Company acquired the net assets
      of Lombardini FIM S.p.A. ("Lombardini"), an Italian-based manufacturer
      of small diesel engines for $148 million, consisting of a cash payment
      of $42 million and the assumption of $106 million of existing debt.
      Lombardini produces small engines of up to 50kw (65 hp) in power and
      competes in various markets, supplying engines to agricultural, marine,
      automotive, electrical generation and home and lawn care markets,
      primarily in Europe.

-     Subsequent to the Lombardini acquisition, the Company also acquired
      Ruggerini, and the CVT business of Piaggio, for total consideration
      (including debt assumed) of approximately $23 million.  These
      acquisitions represented complementary add-ons to Lombardini's
      activities, all of which are managed as a part of the Automotive
      Business Segment.

-     In September 1999, continuing the Company's strategy to improve its
      return on assets employed, the Company completed the sale of its
      Industrial Filter Business for approximately $144.8 million.  The
      purchase price was paid in cash, and is subject to adjustment based
      upon a final review of the closing balance sheet.  The Company also
      completed the sale of several smaller businesses in the early part of
      fiscal 2000 for cash proceeds of approximately $23 million.  The net
      proceeds from these divestitures were used initially to pay-down
      borrowings outstanding under the Company's revolving credit facility,
      and subsequently utilized to fund Common Stock repurchases, debt
      extinguishment and acquisitions.

-     At the end of fiscal 1999, the Company sold its Automotive Filter
      Business for $276 million.  The purchase price was paid in cash, less
      the assumption of approximately $6.4 million of debt, and is subject to
      adjustment based upon an audit of the closing balance sheet.  Near the
      end of fiscal 1999, the Company also sold several smaller stand-alone
      business units for net cash consideration of approximately $16 million.


<PAGE>25

-     During fiscal 1999, the Company began to reposition its automotive
      aftermarket business, and made certain other strategic decisions
      relative to its personnel requirements, inventory management practices,
      facility utilization and non-core lines of business.  During this
      period the Company also completed the remaining facility
      rationalization related to its fiscal 1997 restructuring plan.  As a
      result of these activities, the Company recognized a repositioning
      charge in fiscal 1999 in the amount of $66 million, with $62.8 million
      related to continuing operations, and the balance related to
      discontinued operations.  Approximately $25 million of the charge
      related to non-cash items.  As of February 29, 2000, approximately
      $12.2 million of the repositioning and restructuring charges remain to
      be expended, the substantial part of which will be expended during
      fiscal 2001.

-     During fiscal 1998, the Company acquired the net assets of LPI Systemes
      Moteurs S.A. (LPI) for a net cash purchase price of approximately $60
      million.  LPI, based in France, manufactures plastic air admission
      systems which include air intake manifolds and cooling modules produced
      by injection molding, welding and blow molding technologies.  LPI is
      included in the Company's Automotive Business Segment.  The Company
      also made a number of smaller acquisitions in Europe and Australia
      during fiscal 1998 for a total cost of approximately $30 million.

-     During fiscal 1997, 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.  In
      fiscal 1998, the Company sold its Gulton Data Systems and LFE
      Industrial Systems businesses.  The total of all of these divestitures
      generated gross proceeds of approximately $313 million.

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

-     The Company used a portion of the net proceeds from the divestitures
      completed near the end of fiscal 1999 to reduce outstanding senior
      indebtedness under the Company's Credit Agreement and domestic demand
      lines which were primarily used to fund the Company's stock repurchase
      program during fiscal 1999.  The excess proceeds were invested
      temporarily in short-term bank deposits and money market instruments.
      Such excess proceeds, combined with the proceeds from divestitures in
      fiscal 2000, were used to help fund the debt reductions, Common Stock
      repurchases and strategic acquisitions during fiscal 2000.

-     In October 1997, the Company completed the private placement of $275
      million principal amount of its 4-3/4% Convertible Subordinated Notes
      due 2004 (and subsequently exchanged them for equivalent notes
      registered under the Securities Act of 1933, as exchanged, the 4-3/4%
      Notes).  The 4-3/4% Notes are convertible into the Company's Common
      Stock at a price of $32.8125 per share, subject to anti-dilution
      adjustments.


<PAGE>26


-     In August 1997, the Company completed the private placement of $250
      million principal amount of its 7-1/2% Senior Subordinated Notes due
      2007 (and subsequently exchanged them for equivalent notes registered
      under the Securities Act of 1933, as exchanged, the 7-1/2% Notes) at a
      purchase price of 99.471% of their face amount.

-     The Company used a portion of the net proceeds from the divestiture
      transactions completed during fiscal 1998 and 1997 to reduce
      outstanding senior indebtedness under the Company's Credit Agreement
      and domestic demand lines, and to refinance its $258 million principal
      amount of 8-3/4% Senior Subordinated Notes due April 1, 2003 (the 8-
      3/4% Notes).

As of February 29, 2000, the Company had borrowing capacity under its Credit
Agreement of $200 million (of which $30 million was outstanding), and
availability under its various other domestic and foreign demand lines of
credit of approximately $280 million.  The Credit Agreement expires in March
2001; however, management anticipates that it will be renewed or replaced
prior to November 30, 2000.


Foreign Currency and Derivative Instruments

The Company does not hold or issue derivatives for trading purposes and is not
a party to leveraged derivatives transactions.  The Company enters into
currency forward contracts from time-to-time as a hedge for certain existing
or anticipated business transactions denominated in various currencies other
than the U.S. dollar.  The maximum notional amount of such currency forward
contracts outstanding at any one time during fiscal 2000 was not significant.
At February 29, 2000, the Company had interest rate swaps outstanding with a
notional value of 125 million Euro, converting variable rate to fixed rate
debt, with 1.5 to 2.5 years remaining in duration.


Results of Operations

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

      (i)   Mark IV Automotive, which includes the design, manufacture and
            distribution of power transmission, fuel and fluid handling
            systems and components, as well as air-intake systems, diesel and
            gas engines and CVT applications for the global automotive
            aftermarket and OEM (original equipment manufacturers) markets;
            and

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

The results of operations of Lombardini, LPI and the smaller acquisitions made
during the periods have been included in the Company's results of operations
from their respective dates of acquisition.

<PAGE>27

The following discussion of the Company's results of operations is based on
the table below, which presents the Company's results of operations separate
from the Company's repositioning charge and excludes the results related to
the Company's discontinued operations for all periods presented (dollars in
thousands).

<TABLE>
<CAPTION>
                                                 Years Ended The Last Day of February
                                                 ------------------------------------
                                                   2000          1999          1998
                                                   ----          ----          ----
                                                                   (As Restated)
       <S>                                          <C>           <C>            <C>

    Net sales from continuing operations
      Automotive                                 $1,203,100  $  990,800     $  893,900
      Industrial                                    790,600     807,400        809,200
                                                 ----------  ----------     ----------
         Total                                    1,993,700   1,798,200      1,703,100
                                                 ----------  ----------     ----------
    Operating costs:
      Cost of products sold (before
       repositioning charge)                      1,363,200    1,214,400     1,130,900
      Selling and administration                    292,500      277,700       270,600
      Research and development                       59,100       51,300        45,700
      Depreciation and amortization                  91,200       76,200        62,600
                                                 ----------   ----------    ----------
         Total operating costs                    1,806,000    1,619,600     1,509,800
                                                 ----------   ----------    ----------
        Operating income                            187,700      178,600       193,300
    Interest expense                                 54,000       49,200        45,900
                                                 ----------   ----------    ----------
       Income from continuing operations,
        before provision for taxes                  133,700      129,400       147,400
    Provision for taxes                              48,100       46,600        56,300
                                                 ----------   ----------    ----------
      Income from continuing operations,
       before repositioning charge                   85,600       82,800        91,100
    Repositioning charge, net of tax                   -         (38,100)         -
                                                 ----------   ----------    ----------
      Income from continuing operations              85,600       44,700        91,100
                                                 ----------   ----------    ----------
    Income from discontinued operations:
      Income from operations, net of taxes            2,500       11,800        18,100
      Loss on divestitures, net of tax                 -          (6,300)         -
                                                 ----------   ----------    ----------
        Income from discontinued operation            2,500        5,500        18,100
                                                 ----------   ----------    ----------

     Extraordinary gain (loss) from early
     extinguishment of debt, net of tax                 900       (2,600)      (10,600)
                                                 ----------   ----------    ----------
         NET INCOME                              $   89,000   $   47,600    $   98,600
                                                 ==========   ==========    ==========

</TABLE>


On a consolidated basis, net sales from continuing operations increased $195.5
million (10.9%) in fiscal 2000 in comparison to fiscal 1999.  The increase was
primarily attributable to the Lombardini acquisition at the beginning of
fiscal 2000, with a $34.8 million (3.5%) increase in the Automotive Segment's
existing revenue base offset somewhat by a net decrease in the Industrial
Segment's revenue base of $16.8 million (2.1%).  Net sales from continuing
operations in fiscal 1999 increased $95.1 million (5.6%) in comparison to
fiscal 1998.  The increase in fiscal 1999 was primarily attributable to the
Automotive Segment's internal sales growth and the inclusion of the results of
operations of LPI.


<PAGE>28


In the Company's Automotive Segment, net sales from continuing operations in
fiscal 2000 increased $212.3 million (21.4%) in comparison to fiscal 1999.
Excluding the effects of the Lombardini-related acquisitions in fiscal 2000,
net sales in the Segment's existing revenue base increased $34.8 million
(3.5%).  The Segment's internal growth in fiscal 2000 reflected increases of
$30.3 million (10%) in the Segment's U.S. OEM business and $13.7 million
(2.9%) in the Segment's OEM operations outside of the U.S.  In the Segment's
aftermarket business, sales in the U.S. were consistent with fiscal 1999,
while sales in markets outside the U.S. decreased by $8.6 million (9.1%).
Assuming currency exchange rates in fiscal 2000 had remained consistent with
levels experienced in fiscal 1999, the existing revenue base would have
reflected an increase of approximately $77 million (7.8%) in fiscal 2000 in
comparison to fiscal 1999, and internal growth from operations outside of the
U.S. would have been approximately $48.2 million (8.5%).

In fiscal 1999, net sales in the Company's Automotive Segment, increased $96.9
million (11%) in comparison to fiscal 1998.  After adjusting for the LPI and
other acquisitions, the Segments' existing revenue base increased $56.8
million (6%) over fiscal 1998.  The Segment's internal growth was lead by OEM
business, which increased approximately $52.2 million (7%) in fiscal 1999 in
comparison to fiscal 1998.  Such growth was driven primarily by the
International markets, with a slower rate of growth in the U.S., which was
somewhat hampered by the GM strike which occurred earlier in the fiscal year.
In the aftermarket, internal sales growth was $4.6 million (2%) in fiscal 1999
in comparison to fiscal 1998, with growth in the U.S. offsetting a slight
decline in the International aftermarkets.

In the Company's Industrial Segment, net sales from continuing operations in
fiscal 2000 were down $16.8 million (2.1%) in comparison to fiscal 1999.
Excluding the effects of divestitures not treated as discontinued operations,
fiscal 2000's net sales reflect a slight increase (1%) in comparison to fiscal
1999.  Within the Industrial Segment, the Transportation operations generated
an increase in net sales of approximately $16.5 million (7%), with a $28.6
million increase in the U.S. offset somewhat by an $12.1 million decrease
outside of the U.S.  Transportation's increase was led by continued strong
growth in its IVHS business, while its Bus and Rail and Aircraft Products
revenue in Europe reflected a delay in certain contracted shipments, as well
as a transition in the changeover of certain products.  The Industrial
Segments' Belts and Hose business reflects a reduction in net sales of
approximately $7.7 million (5.8%), primarily outside of the U.S.  The
relatively flat Belt and Hose revenue in the U.S. actually reflects a decrease
in Agricultural OEM and Distribution revenue of approximately $15 million,
offset by corresponding increases in the Segment's other Belts and Hose
businesses.  The Agricultural business activity reflected a continuation of
the fall-off which began in fiscal 1999 due to poor economic conditions.  The
Company does not believe that it lost any of its market share in this product
category, and anticipates that it will benefit from any resurgence in the
underlying economic factors.

In fiscal 1999, net sales from continuing operations in the Company's
Industrial Segments were down slightly from fiscal 1998.  On a comparable
basis, net sales actually increased slightly in comparison to fiscal 1998.
After adjusting for acquisitions, the Belt and Hose business experienced a
reduction amounting to $29.3 million (5%) for fiscal 1999 in comparison to
fiscal 1998.  Such reduction was primarily attributable to the significant
decline in the global agricultural equipment markets in the last half of the
fiscal year, along with weak petroleum and petrochemical markets experienced
throughout the year.  These reductions were offset by record sales in the
Segment's Transportation business, which increased 6% over fiscal 1998.


<PAGE>29

Cost of products sold as a percentage of consolidated net sales from
continuing operations were 68.4%, 67.5%, and 66.4% in fiscal 2000, 1999 and
1998, respectively.  The increase in fiscal 2000 is primarily attributable to
start-up costs related to beginning the new air intake manifold production in
Montreal, which began customer shipments in the fourth quarter of fiscal 2000.
The cost relationships in fiscal 2000 were also effected by reduced pension
income resulting from lower earnings assumptions for the pension trust's
assets in comparison to fiscal 1999.  The higher relationship also reflects
the effects of the Lombardini-related acquisitions which had lower margins
than the Company's existing revenue base. The increase in fiscal 1999 in
comparison to fiscal 1998 reflects the effects in the first half of fiscal
1999 of duplicative costs and inefficiencies incurred due to additional time
required to complete the Company's restructuring program, as well as the
negative effects from the General Motors strike and start-up activities in
Brazil and Montreal during fiscal 1999.

Selling and administration costs as a percentage of consolidated net sales
were 14.7%, 15.4% and 15.9% in fiscal 2000, 1999 and 1998, respectively. The
reduced level of costs reflects the effects of the Lombardini related
acquisitions which have a lower level of such costs.  The reduced level also
reflects operating efficiencies achieved from the integration of the
operations acquired and the reorganization of the Company's business segments,
and benefits from the Company's continued emphasis on cost control.

Research and development costs increased by $7.8 million (15%) in fiscal 2000
in comparison to fiscal 1999, which in turn increased by $5.6 million (12%) in
comparison to fiscal 1998.  As a percentage of consolidated net sales, such
costs were 3.0%, 2.9% and 2.7% in fiscal 2000, 1999 and 1998, respectively.
This increased level of investment reflects the Company's continuing emphasis
on new product development, resulting from a number of new product and systems
initiatives which the Company is pursuing, as well as the introduction of new
technology to the North American Automotive OEM market from acquisitions in
Europe.

The above mentioned activity resulted in the following operating cash flow
from continuing operations (earnings before interest, taxes, depreciation,
amortization, net non-cash pension income and the repositioning charge) for
each of the fiscal years presented (dollars in millions):

                            2000                1999              1998
                           ------               ----              -----
                                 % Of                % Of               % Of
                                Related            Related            Related
                       Amount    Sales     Amount   Sales     Amount   Sales
                       ------   -------    ------  -------    ------  -------
OPERATING CASH FLOW

Automotive             $161.8    13.4%     $131.3   13.3%      $128.2   14.3%
Industrial              119.9    15.2%      114.8   14.2%       123.9   15.3%
                       ------              ------              ------
Total operating
 income before
 corporate expenses     281.7    14.1%      246.1   13.7%       252.1   14.8%

Corporate cash flow     (16.1)   (0.8)%     (14.8)  (0.8)%      (12.1)  (0.7)%
                       ------    ----      ------   ----       ------   ----
Operating cash flow    $265.6    13.3%     $231.3   12.9%      $240.0   14.1%
                       ======    ====      ======   ====       ======   ====

<PAGE>30


Depreciation and amortization expense increased by $15 million (20%) in fiscal
2000 in comparison to fiscal 1999, which in turn increased by $13.6 million
(22%) in comparison to fiscal 1998.  The increase in fiscal 2000 includes
approximately $9.2 million related to the Lombardini-related acquisitions.
The increase in fiscal 1999 is primarily attributable to increased levels of
capital equipment expenditures in fiscal 1998 to support the Company's
restructuring efforts, as well as new facilities and equipment required to
support new products and markets and increased business opportunities in
Europe and South America.

The $62.8 repositioning charge in fiscal 1999 relates to the Company's
decision to reposition its Automotive Aftermarket business, and make certain
other strategic decisions relative to its personnel requirements, inventory
management practices, facility utilization and non-core lines of business.
The effect of this charge, after taxes, reduced income from continuing
operations by $38.1 million, or $.67 per basic share of Common Stock
outstanding.

Interest expense in fiscal 2000 increased $4.8 million (9.8%) over fiscal
1999, which in turn increased $3.3 million (7.2%) over fiscal 1998.  The
increases are primarily due to borrowings incurred to finance the Company's
stock repurchase programs and the acquisitions of Lombardini, LPI, and several
smaller acquisitions, partially offset by the benefits of proceeds from
divestitures and reduced rates on the Company's domestic debt.  Interest
expense also reflects the benefits of amounts allocated to discontinued
operations, which amounted to $2.6 million, $17.8 million and $15.7 million in
fiscal 2000, 1999 and 1998, respectively.

The effective tax rate as a percentage of pre-tax accounting income for fiscal
2000 and 1999 reflects an expense of 36.0%, compared to an expense of
approximately 38.2% in fiscal 1998.  The decrease in the effective tax rate as
compared to fiscal 1998 is primarily the result of a more favorable mix of
international income, as well as the benefits of certain tax planning
strategies.

The Company's income from continuing operations for each of the fiscal years
presented was made up of the following elements (amounts in thousands, except
per share data):
                                                  2000      1999      1998
                                                  ----      ----      ----
     Elements of the Company's income from
     continuing operations:
       Before repositioning charge               $85,600   $82,800   $91,100
       Repositioning charge                         -      (38,100)     -
                                                 -------   -------   -------
         Income from continuing operations       $85,600   $44,700   $91,100
                                                 =======   =======   =======
     Basic income per share from
     continuing operations:
       Before repositioning charge               $  1.80   $  1.46   $  1.42
       Repositioning charge                          -        (.67)      -
                                                 -------   -------   -------
          Income from continuing operations      $  1.80   $   .79   $  1.42
                                                 =======   =======   =======
     Basic weighted average number of
      shares outstanding                          47,500    56,900    64,100
                                                 =======   =======   =======


<PAGE>31


Impact of Inflation

The competitive environment in which the Company operates makes it extremely
difficult to pass on increased costs to its customers.  In many instances, the
Company is not able to increase its prices at all, and in certain situations
is forced to reduce its selling prices.  This environment makes it critical
for the Company to be able to operate in a continuously more efficient manner.
The Company must also work closely with its suppliers to minimize price
increases and push for pricing improvements in the same manner that its
customers demand of the Company.


Forward-Looking Information

This Management's Discussion and Analysis 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.

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;
      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; and,
      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.

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.


<PAGE>32

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 29, 2000                                          33

Consolidated Balance Sheets at February 29, 2000
 and February 28, 1999                                                     34

Consolidated Statements of Income for each of
  the three fiscal years in the period ended
  February 29, 2000                                                        35

Consolidated Statements of Stockholders' Equity for
  each of the three fiscal years in the period
  ended February 29, 2000                                                  36

Consolidated Statements of Comprehensive Income
 for each of the three fiscal years in the period
 ended February 29, 2000                                                   37

Consolidated Statements of Cash Flows
  for each of the three fiscal years in
  the period ended February 29, 2000                                       38

Notes to Consolidated Financial Statements                                 39



<PAGE>33

                       REPORT OF INDEPENDENT ACCOUNTANTS





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





In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, stockholders' equity, comprehensive income
and cash flows present fairly, in all material respects, the financial
position of Mark IV Industries, Inc. and Subsidiaries (the "Company") at
February 29, 2000 and February 28, 1999, and the results of their operations
and their cash flows for each of the three fiscal years in the period ended
February 29, 2000, in conformity with accounting principles generally accepted
in the United States.  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 of these
statements in accordance with auditing standards generally accepted in the
United States, which 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, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for the opinion expressed above.



                                       PricewaterhouseCoopers LLP






Rochester, New York
March 15, 2000


<PAGE>34



                                 MARK IV INDUSTRIES, INC.
                                CONSOLIDATED BALANCE SHEETS
                                  (Dollars in Thousands)



                                              February 29,      February 28,
ASSETS                                            2000              1999
                                               ----------        ----------
Current Assets:
  Cash and short-term investments              $    2,100        $  125,700
  Accounts receivable                             413,700           406,000
  Inventories                                     346,800           297,600
  Other current assets                            138,700           133,300
                                               ----------        ----------
      Total current assets                        901,300           962,600

Pension and other non-current assets              203,000           185,500
Property, plant and equipment, net                605,200           562,300
Cost in excess of net assets acquired             333,600           369,300
                                               ----------        ----------
      TOTAL ASSETS                             $2,043,100        $2,079,700
                                               ==========        ==========
LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities:
  Notes payable and current maturities         $   59,400        $   57,800
  Accounts payable                                266,000           219,900
  Compensation related liabilities                 76,500            79,000
  Accrued interest                                 20,000            23,200
  Other current liabilities                        86,300            92,100
                                               ----------        ----------
      Total current liabilities                   508,200           472,000
                                               ----------        ----------
Long-Term Debt:
  Senior debt                                     153,300            24,700
  Subordinated debt                               643,200           772,800
                                               ----------        ----------
      Total long-term debt                        796,500           797,500
                                               ----------        ----------
Other non-current liabilities                     261,200           213,500
                                               ----------        ----------
Stockholders' Equity:
  Preferred stock - $.01 par value;
   Authorized 10 million shares;
   No issued shares                                  -                  -
  Common stock - $.01 par value;
   Authorized 200 million shares;
   Issued and outstanding 44.3 million
    shares in 2000 and 53.4 million
    shares in 1999                                    400               500
  Additional paid-in capital                      276,500           440,700
  Retained earnings                               281,700           203,300
  Foreign currency translation adjustment         (81,400)          (47,800)
                                               ----------        ----------
      Total stockholders' equity                  477,200           596,700
                                               ----------        ----------
      TOTAL LIABILITIES
       & STOCKHOLDERS' EQUITY                  $2,043,100        $2,079,700
                                               ==========        ==========


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


<PAGE>35

                                 MARK IV INDUSTRIES, INC.
                            CONSOLIDATED STATEMENTS OF INCOME
                 YEARS ENDED THE LAST DAY OF FEBRUARY 2000, 1999 and 1998
                       (Amounts in Thousands, Except Per Share Data)


<TABLE>
<CAPTION>


                                                    2000         1999          1998
                                                    ----         ----          ----
                                                                   (As Restated)

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


Net sales from continuing operations             $1,993,700   $1,798,200    $1,703,100
                                                 ----------   ----------    ----------
Operating costs:
  Cost of products sold (including $62.8
   million related to the repositioning
   charge in 1999)                                1,363,200    1,277,200     1,130,900
  Selling and administration                        292,500      277,700       270,600
  Research and development                           59,100       51,300        45,700
  Depreciation and amortization                      91,200       76,200        62,600
                                                 ----------   ----------    ----------
     Total operating costs                        1,806,000    1,682,400     1,509,800
                                                 ----------   ----------    ----------
  Operating income                                  187,700      115,800       193,300
Interest expense                                     54,000       49,200        45,900
                                                 ----------   ----------    ----------
  Income from continuing operations,
   before provision for taxes                       133,700       66,600       147,400
Provision for taxes                                  48,100       21,900        56,300
                                                 ----------   ----------    ----------
  Income from continuing operations                  85,600       44,700        91,100
                                                 ----------   ----------    ----------
Income from discontinued operations:
  Income from operations, net of taxes                2,500       11,800        18,100
  Loss on divestitures, net of taxes                   -          (6,300)         -
                                                 ----------   ----------    ----------
    Income from discontinued operations               2,500        5,500        18,100
                                                 ----------   ----------    ----------
Extraordinary gain (loss) from early
 extinguishment of debt, net of taxes                   900       (2,600)      (10,600)
                                                 ----------   ----------    ----------
     NET INCOME                                  $   89,000   $   47,600    $   98,600
                                                 ==========   ==========    ==========
Net income per share of common stock:
  Basic:
   Income from continuing operations             $     1.80   $      .79    $     1.42
   Income from discontinued operations                  .05          .10           .28
   Extraordinary gain (loss)                            .02         (.05)         (.16)
                                                 ----------   ----------    ----------
     NET INCOME                                  $     1.87   $      .84    $     1.54
                                                 ==========   ==========    ==========
  Diluted:
   Income from continuing operations             $     1.67   $      .79    $     1.39
   Income from discontinued operations                  .04          .08           .27
   Extraordinary gain (loss)                            .02         (.04)         (.16)
                                                 ----------   ----------    ----------
     NET INCOME                                  $     1.73   $      .83    $     1.50
                                                 ==========   ==========    ==========
Weighted average number of shares outstanding:
  Basic                                              47,500       56,900        64,100
                                                 ==========   ==========    ==========
  Diluted                                            56,200       65,500        67,400
                                                 ==========   ==========    ==========

</TABLE>


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


<PAGE>36


                                 MARK IV INDUSTRIES, INC.
                      CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 YEARS ENDED THE LAST DAY OF FEBRUARY 2000, 1999 AND 1998
                       (Dollars in Thousands, Except Per Share Data)

<TABLE>
<CAPTION>
                                                                         Foreign
                                                Additional               Currency
                                       Common    Paid-in    Retained   Translation
                                       Stock     Capital    Earnings    Adjustment
                                       -----     --------   --------    ----------
         <S>                             <C>        <C>        <C>           <C>

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

  Net income for fiscal 1998                                  98,600
  Cash dividends of $.17 per share                           (10,800)
  Purchase and retirement of
   3,474,420 shares of Common
   Stock (average cost of
   $23.14 per share)                     (100)   (80,300)
  Restricted stock amortization                    1,300
  Stock options activity,
   including related tax benefits                    300
  Translation adjustment                                                  (15,400)
                                      -------   --------    --------     --------
Balance at February 28, 1998              600    617,800     167,100      (33,500)

  Net income for fiscal 1999                                  47,600
  Cash dividends of $.205 per share                          (11,400)
  Purchase and retirement of
   9,520,925 shares of Common
   Stock (average cost of
   $18.71 per share)                     (100)  (178,100)
  Restricted stock amortization                      700
  Stock options activity,
   including related tax benefits                    300
  Translation adjustment                                                  (14,300)
                                      -------   --------    -------      --------
Balance at February 28, 1999              500    440,700     203,300      (47,800)

  Net income for fiscal 2000                                  89,000
  Cash dividends of $.2275 per share                         (10,600)
  Purchase and retirement of
   9,161,714 shares of Common Stock
   (average cost of $17.94 per share)    (100)  (164,300)
  Stock options activity,
   including related tax benefits                    100
  Translation adjustment                                                  (33,600)
                                      -------   --------    --------     --------
Balance at February 29, 2000          $   400   $276,500    $281,700     $(81,400)
                                      =======   ========    ========     ========

</TABLE>


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

<PAGE>37

                                MARK IV INDUSTRIES, INC.
                      CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                 YEARS ENDED THE LAST DAY OF FEBRUARY 2000, 1999 AND 1998
                                  (Dollars in Thousands)




                                             2000       1999       1998
                                             ----       ----       -----


Net income                                 $ 89,000   $ 47,600   $ 98,600

Balance sheet effect of foreign
 currency translation adjustments           (33,600)   (14,300)   (15,400)
                                           --------   --------   --------
Comprehensive net income                   $ 55,400   $ 33,300   $ 83,200
                                           ========   ========   ========





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



<PAGE>38

                                 MARK IV INDUSTRIES, INC.
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                 YEARS ENDED THE LAST DAY OF FEBRUARY 2000, 1999 AND 1998
                                  (Dollars in Thousands)

<TABLE>
<CAPTION>

                                                 2000        1999        1998
                                                 ----        ----        ----
                                                                (As Restated)
              <S>                                 <C>         <C>        <C>

 Cash flows from operating activities:
  Income from continuing operations            $ 85,600    $ 44,700    $ 91,100
  Items not affecting cash:
   Depreciation and amortization                 91,200      76,200      62,600
   Deferred income taxes                         19,800      34,700      47,200
   Pension income, net of other items           (13,300)    (23,500)    (15,900)
   Repositioning charge, net of tax                -          5,200        -
  Changes in assets and liabilities, net
   of effects of acquired and
   divested businesses:
    Accounts receivable                          (2,800)     (6,700)    (36,300)
    Inventories                                 (32,500)     16,500      (9,400)
    Other assets                                 (8,400)       (500)     (6,000)
    Accounts payable and other liabilities      (22,600)    (24,000)    (49,800)
                                               --------     -------     -------
     Net cash provided by continuing
      operating activities                      117,000     122,600      83,500
  Net cash provided by
   discontinued operations                        1,400      32,000      28,800
  Extraordinary items, before deferred charges    3,100      (3,300)    (11,700)
                                               --------    --------    --------
    Net cash provided by operating activities   121,500     151,300     100,600
                                               --------    --------    --------
Cash flows from investing activities:
  Acquisitions - continuing operations          (62,900)     (6,000)    (82,700)
  Acquisitions - discontinued operations           -         (2,300)     (7,500)
  Divestitures and asset sales                  181,400     271,900      36,700
  Purchase of plant and equipment, net:
    Continuing operations                       (86,200)    (74,500)   (133,700)
    Discontinued operations                      (1,300)     (6,300)    (21,700)
                                               --------    --------    --------
     Net cash provided by (used in)
      investing activities                       31,000     182,800    (208,900)
                                               --------    --------    --------
Cash flows from financing activities:
  Credit agreement borrowings, net               30,000        -           -
  Issuance of subordinated debt, net of fees       -           -        515,400
  Retirement of subordinated debt              (130,400)    (73,100)   (184,900)
  Other changes in long-term debt, net           30,700      11,100       1,400
  Changes in short-term bank borrowings         (31,300)    (83,800)    (13,100)
  Common stock transactions                    (164,400)   (178,100)    (80,100)
  Cash dividends paid                           (10,700)    (11,400)    (10,800)
  Discontinued operations                          -          6,000        -
                                               --------    --------    --------
     Net cash provided by (used in)
      financing activities                     (276,100)   (329,300)    227,900
                                               --------    --------    --------
     Net increase (decrease) in cash and
      short-term investments                   (123,600)      4,800     119,600
Cash and short-term investments:
  Beginning of the year                         125,700     120,900       1,300
                                               --------    --------    --------
  End of the year                              $  2,100    $125,700    $120,900
                                               ========    ========    ========

</TABLE>

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


<PAGE>39
                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  The Company and its Significant Accounting Policies

The Company

Mark IV Industries, Inc. and Subsidiaries (the Company) is a diversified
manufacturer of proprietary and other products, with operations primarily in
automotive and industrial power and fluid transfer 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 require
management to make estimates and assumptions that affect the reported and
contingent amounts of assets and liabilities as of the date of such financial
statements, and the reported amounts of revenue and expenses during the
reporting periods.  It should be recognized that the actual results could
differ from those estimates.

Cash and Short-term Investments

Short-term investments consist of temporary bank deposits and money market
instruments with various financial institutions, and such items represent the
substantial part of cash and short-term investments as of February 28, 1999.
For purposes of cash flows, the Company considers overnight investments as
cash equivalents.  The Company paid interest of approximately $64.8 million,
$75.4 million and $58.0 million in fiscal 2000, 1999 and 1998, respectively.
The Company paid income taxes of approximately $33.5 million, $33.9 million
and $27.0 million in fiscal 2000, 1999 and 1998, respectively.

Concentrations of Credit Risk

Financial instruments which potentially subject the Company to concentrations
of credit risk consist principally of periodic temporary investments of excess
cash and trade receivables.  The Company places its temporary excess cash and
short-term investments in temporary bank deposits and high quality short-term
money market instruments through several high credit quality financial
institutions.  The credit risk associated with trade receivables is minimal
due to the Company's large customer base and ongoing control procedures which
monitor the creditworthiness of customers.  Historically, the Company has not
experienced significant losses on trade receivables.

Inventories

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

<PAGE>40

                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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 businesses.

Foreign Currency and Derivative Instruments

The assets and liabilities of the Company's international subsidiaries are
translated at year-end exchange rates, and resulting gains and losses are
accumulated as 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 transactions are completed.  The Company does not
hold or issue derivatives for trading purposes and is not a party to leveraged
derivatives transactions.  The Company has interest rate swaps with a total
notional principal value of 125 million Euro, with 1.5 to 2.5 years remaining
in duration, which are used to fix (at 3.45%) movements in variable interest
rates on certain Euro-based debt in Italy.

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 - Accounting for Derivative Instruments
and Hedging Activities (SFAS No. 133).  SFAS No. 133 standardized the
accounting for derivative instruments by requiring them to be recognized as
balance sheet assets or liabilities, measured at their fair market value.
Certain criteria have been established by SFAS No. 133 to determine if a
derivative is designated and qualifies as a hedge.  Changes in the fair value
of derivatives that do not meet hedge accounting criteria in SFAS No. 133 are
required to be reported in earnings.  SFAS No. 133 will be effective for the
Company's first quarter of its fiscal year ending February 28, 2002.
Management anticipates its adoption of SFAS No. 133 will not have a
significant effect on its consolidated financial statements.


<PAGE>41


                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Earnings Per Share of Common Stock

Basic earnings per share are calculated on the basis of the weighted average
number of shares outstanding, adjusted for subsequent stock distributions.
Diluted earnings per share, in addition to the weighted average determined for
basic earnings per share, 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 4-3/4% Convertible Subordinated Notes
for the period outstanding since their issuance in October 1997.

Stock-Based Compensation

Companies are required to either 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 been presented in Note
13 to these consolidated financial statements.  Tax benefits received by the
Company upon the exercise of the options and subsequent sale of the Company's
Common Stock by its employees are recognized in additional paid-in capital as
they occur.

Reclassifications

Certain reclassifications of fiscal 1999 and 1998 financial statements and
related footnote amounts have been made to conform with the fiscal 2000
presentation.


<ptage>42


                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.  Restructuring and Repositioning Charges

During fiscal 1999, the Company began to reposition its automotive aftermarket
business, and made certain other strategic decisions relative to its personnel
requirements, inventory management practices, facility utilization and non-
core lines of business.  During this period the Company also completed the
remaining facility rationalization related to its fiscal 1997 restructuring
plan.  As a result of these developments, the Company recognized a pre-tax
charge in fiscal 1999 in the amount of $66.0 million, with $62.8 related to
continuing operations, and the balance related to discontinued operations.
The amount charged to continuing operations has been included in the cost of
products sold in fiscal 1999.  As of February 29, 2000, the Company has
substantially completed the activities related to these special charges.  The
expenditure activity in fiscal 2000 for these charges is made up of the
following elements (dollars in thousands):

                                         Balance      Amounts      Balance
                                       Remaining at  Expended    Remaining at
                                       February 28,   During     February 29,
                                          1999      Fiscal 2000      2000
                                       -----------  -----------  -----------
    Continuing Operations:
       Facility closing and lease
        run-out costs                     $18,500     $(11,000)      $ 7,500
       Severance and other costs            9,800       (5,100)        4,700
                                          -------     --------       -------
           Total costs related to
            continuing operations         $28,300     $(16,100)      $12,200
                                          =======     ========       =======

The majority of the liability remaining at February 29, 2000 relates primarily
to contractual obligations and on-going severance payments, which will be paid
out during fiscal 2001.  The after-tax effect of the charge reduced income
from continuing operations by $38.1 million and reduced diluted income per
share from continuing operations by $.60 in fiscal 1999.

3.  Acquisitions and Divestitures

In April 1999, the Company acquired the net assets of Lombardini FIM S.p.A.
("Lombardini"), an Italian-based manufacturer of small diesel engines, for
$148 million, consisting of a cash payment of $42 million and the assumption
of $106 million of existing debt.  Lombardini produces small engines of up to
65hp (50kw) in power and competes in various markets, supplying engines to
agricultural, marine, automotive, electrical generation and home and lawn care
markets, primarily in Europe.  Subsequent to the Lombardini acquisition, the
Company also acquired Ruggerini, and the Continuous Variable Transmission
("CVT") business of Piaggio, for total consideration (including debt assumed)
of approximately $23 million.  These acquisitions represented complementary
add-ons to Lombardini's activities, all of which are managed as a part of the
Automotive Business Segment.

<PAGE>43
                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The acquisitions have been accounted for under the purchase method, and the
results of operations have been consolidated with the Company's results of
operations effective as of their respective acquisition dates.  The Company
has made a preliminary determination and allocation of the cash purchase price
as of their acquisition dates, consisting of the following (dollars in
thousands):

           Accounts receivable                                $ 62,700
           Inventories                                          63,300
           Other current assets                                 16,100
           Accounts payable and
            other current liabilities                          (91,700)
                                                              --------
             Net working capital acquired                       50,400
           Fixed assets                                         83,300
           Cost in excess of net assets acquired                71,900
           Long-term bank indebtedness                        (120,000)
           Other non-current items, net                        (22,700)
                                                              --------
             Total cash purchase price, including expenses    $ 62,900
                                                              ========

In October 1997, the Company acquired the net assets of LPI Systemes Moteurs
S.A. (LPI) for a net cash purchase price of approximately $60.0 million.  LPI,
based in France, manufactures plastic air admission systems which include air
intake manifolds and cooling modules produced by injection molding, welding
and blow molding technologies.  LPI is included in the Company's Automotive
business segment.  The Company also made a number of smaller acquisitions in
Europe, Australia and South America during fiscal 1999 and 1998.

In September 1999, the Company completed the sale of its Industrial Filter
Business for $144.8 million.  The purchase price was paid in cash and is
subject to adjustment based upon an audit of the Closing Balance Sheet in
accordance with provisions of the related Purchase Agreement. The Company's
Industrial Filter Business was part of its Industrial Business Segment.

On February 26, 1999, the Company completed the sale of its Automotive Filter
Business for $276.0 million.  The purchase price was paid in cash, less the
assumption of approximately $6.4 million of debt, and is subject to adjustment
based upon an audit of the Closing Balance Sheet in accordance with the
provisions of the related Purchase Agreement.  The Company's Automotive Filter
Business was part of its Automotive business segment.  Near the end of fiscal
1999, the Company also sold several smaller stand-alone business units for net
cash consideration of approximately $16.0 million.


<PAGE>44

                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The results of operations of the Industrial Filter units have been segregated
from the Company's continuing operations and accounted for as discontinued
operations in the accompanying consolidated statements of income and cash
flows for fiscal 2000.  The consolidated statements of income and cash flows
for fiscal 1999 and 1998 have been restated to reflect such discontinued
operations in a manner consistent with the presentation for fiscal 2000.  The
results of operations of the Industrial and Automotive discontinued
businesses, as well as other smaller stand-alone business units up to their
respective disposal dates were as follows (dollars in thousands):

                                        2000            1999          1998
                                        ----            ----          ----
        Sales                         $ 77,600        $513,400      $507,100
                                      ========        ========      ========
        Income before interest
         and taxes                    $  6,600        $ 35,800      $ 45,000
        Interest expense allocated      (2,600)        (17,800)      (15,700)
        Provision for taxes             (1,500)         (6,200)      (11,200)
                                      --------        --------      --------
          Income from discontinued
           operations                 $  2,500        $ 11,800      $ 18,100
                                      ========        ========      ========

In April 1999, the Company sold its Gulton-Statham transducers business.  In
fiscal 1998, the Company sold its Data Systems and LFE Industrial Systems
businesses.  Such businesses were included in the results of operations of the
Company's Industrial segment through their respective disposal dates.

4.  Accounts Receivable and Inventories

Accounts receivable are reflected net of allowances for doubtful accounts of
$11.0 million and $9.6 million at February 29, 2000 and February 28, 1999,
respectively.  The amount at February 28, 1999 includes $1.2 million related
to discontinued operations.

Inventories consist of the following at February 29, 2000 and February 28,
1999 (dollars in thousands):
                                                     2000           1999
                                                     ----           ----
             Raw materials                         $103,000       $ 76,200
             Work-in-process                         60,900         51,600
             Finished goods                         182,900        169,800
                                                   --------       --------
                       Total                       $346,800       $297,600
                                                   ========       ========

The total at February 28, 1999 includes $30.2 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 $28.9 million
and $31.8 million at February 29, 2000 and February 28, 1999, respectively.
The excess at February 28, 1999 includes approximately $3.7 million related to
discontinued operations.

<PAGE>45


                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



5.  Property, Plant and Equipment

Property, plant and equipment are stated at cost and consist of the following
at February 29, 2000 and February 28, 1999 (dollars in thousands):

                                                      2000         1999
                                                      ----         ----
         Land and land improvements                 $ 20,800     $ 24,900
         Buildings                                   192,400      174,700
         Machinery and equipment                     670,000      599,200
                                                    --------     --------
          Total property, plant and equipment        883,200      798,800
         Less accumulated depreciation               278,000      236,500
                                                    --------     --------
          Property, plant and equipment, net        $605,200     $562,300
                                                    ========     ========

The net amount at February 28, 1999 includes $24.7 million related to
discontinued operations.  Depreciation expense related to continuing
operations was approximately $76.7 million, $66.2 million and $54.0 million in
fiscal 2000, 1999 and 1998, respectively.

6.  Cost in Excess of Net Assets Acquired

Cost in excess of net assets acquired is presented net of accumulated
amortization of approximately $55.9 million and $54.3 million at February 29,
2000 and February 28, 1999, respectively.  Cost in excess of net assets
acquired reflects approximately $68.5 million related to the Company's
acquisitions in fiscal 2000, as well as final purchase accounting adjustments
for acquisitions completed in fiscal 1999.  Cost in excess of net assets
acquired at February 29, 2000 also reflects the elimination of approximately
$76.1 million related to divested operations. Amortization expense related to
continuing operations was approximately $10.0 million, $8.9 million and $7.3
million in fiscal 2000, 1999 and 1998, respectively.

7.  Long-Term Debt

Long-term debt consists of the following at February 29, 2000 and February 28,
1999 (dollars in thousands):
                                                    2000              1999
                                                    ----              ----
   Senior debt:
     Credit Agreement                            $   30,000        $     -
     Italian based debt                             122,900            32,400
     Other items                                      8,600            10,000
                                                 ----------        ----------
       Total senior debt                            161,500            42,400
     Less current maturities                         (8,200)          (17,700)
                                                 ----------        ----------
       Net senior debt                              153,300            24,700
                                                 ----------        ----------
   Subordinated debt:
     4-3/4% Convertible Subordinated Notes          275,000           275,000
     7-1/2% Senior Subordinated Notes               249,000           248,900
     7-3/4% Senior Subordinated Notes               119,200           248,900
                                                 ----------        ----------
       Total subordinated debt                      643,200           772,800
                                                 ----------        ----------
       Total long-term debt                         796,500           797,500
   Stockholders' equity                             477,200           596,700
                                                 ----------        ----------
       Total capitalization                      $1,273,700        $1,394,200
                                                 ==========        ==========
       Long-term debt as a percentage
        of total capitalization                       62.5%             57.2%
                                                 ==========        ==========


<PAGE>46
                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



The Company's primary credit agreement (the Credit Agreement) provides for a
non-amortizing $200 million revolving credit facility through March 2001, with
borrowing availability of $100 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 U.S. 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
29, 2000, the Applicable Margin and Facility Fee Rate are 0.35% and 0.20%,
respectively.

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 and
international subsidiaries and are collateralized by a pledge of the capital
stock of each such subsidiary.

The Company's international borrowing arrangements are guaranteed or supported
by the Company, with varying terms and weighted average annual interest rates
of approximately 4.0% at February 29, 2000.

In October 1997, the Company completed the private placement of $275 million
principal amount of its 4-3/4% Convertible Subordinated Notes due 2004 (and
subsequently exchanged them for equivalent notes registered under the
Securities Act of 1933, as exchanged, the 4-3/4% Notes).  The 4-3/4% Notes are
convertible into the Company's Common Stock at a price of $32.8125 per share,
subject to anti-dilution adjustments.  The 4-3/4% Notes are general unsecured
obligations of the Company and are subordinated in right of payment to all
existing and future senior indebtedness and senior subordinated notes.

In August 1997, the Company completed the private placement of $250 million
principal amount of its 7-1/2% Senior Subordinated Notes due 2007 (and
subsequently exchanged them for equivalent notes registered under the
Securities Act of 1933, as exchanged, the 7-1/2% Notes) at a purchase price of
99.471% of their face amount.  The 7-1/2% Notes are general unsecured
obligations of the Company and 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 7-3/4% Senior Subordinated Notes.

<PAGE>47
                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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 7-1/2% Notes.

In fiscal 2000, the Company repurchased approximately $130.4 million principal
amount of its 7-3/4% Senior Subordinated Notes.  The Company recognized an
extraordinary gain in fiscal 2000 of $900,000, net of a $500,000 tax provision
from the early extinguishment of such debt.

In fiscal 1998, the Company used a portion of the net proceeds from the
transactions described above to reduce outstanding senior indebtedness under
the Company's Credit Agreement and domestic demand lines, and to refinance
$184.9 million of its $258 million principal amount of 8-3/4% Senior
Subordinated Notes due April 1, 2003 (the 8-3/4% Notes).  The Company
recognized an extraordinary charge in fiscal 1998 of $10.6 million, net of
$6.5 million of tax benefits, for the early extinguishment of such debt.  In
fiscal 1999, the remaining $73.1 million principal amount of the 8-3/4% Notes
were called for redemption on April 2, 1998 at 104.375% of principal amount,
resulting in an extraordinary charge in fiscal 1999 of $2.6 million, net of
$1.4 million of tax benefits.

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 29, 2000 and February 28, 1999 was
approximately $723 million and $726 million, respectively.

Annual maturities of long-term debt for the next five fiscal years are
approximately: 2001-$8.2 million; 2002-$58.0 million; 2003-$26.2 million;
2004-$23.3 million; 2005-$300.1 million.

8.  Leases

The Company has operating leases which expire at various dates through 2015
with, in some instances, cost escalation and renewal provisions.  Total rental
expense under operating leases related to continuing operations was
approximately $16.5 million, $15.0 million and $13.3 million in fiscal 2000,
1999 and 1998, respectively.  Future minimum rental payments under operating
leases are approximately:  2001-$14.1 million; 2002-$14.3 million; 2003-$14.0
million; 2004-$13.2 million; 2005-$12.9 million; and 2006 and thereafter -
$19.8 million.

<PAGE>48
                           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 2000, 1999 and 1998 consist of the following
(dollars in thousands):

                                           2000        1999       1998
                                           ----        -----      ----
Income before provision for taxes:
   United States                         $ 66,600     $ 77,100   $ 90,100
   International                           67,100       52,300     57,300
   Repositioning charge                      -         (62,800)      -
                                         --------     --------   --------
       Total                             $133,700     $ 66,600   $147,400
                                         ========     ========   ========
Provision for taxes:
  Currently payable:
   United States                         $  1,500     $  1,500   $  1,500
   International                           16,000       15,000     17,800
   Repositioning related                   (6,500)      (6,100)    (6,100)
                                         --------     --------   --------
       Total currently payable             11,000       10,400     13,200
                                         --------     --------   --------
  Deferred:
   United States                           19,100       26,600     32,900
   International                           11,500        3,900      4,100
   Repositioning related                    6,500      (19,000)     6,100
                                         --------     --------   --------
       Total deferred                      37,100       11,500     43,100
                                         --------     --------   --------
       Total provision for taxes         $ 48,100     $ 21,900   $ 56,300
                                         ========     ========   ========

The provision for taxes on income from continuing operations for fiscal 2000,
1999 and 1998 differs from the amount computed using the United States
statutory income tax rate as follows (dollars in thousands):

                                            2000       1999       1998
                                            ----       ----       ----

Expected tax at United States
 statutory income tax rate                $46,800    $23,300    $ 51,600
Permanent differences                      (1,600)     1,000       2,200
State and local income taxes                1,300      1,200       2,000
International tax rate differences
 and other items, net                       1,600     (3,600)        500
                                          -------    -------    --------
    Total provision for taxes             $48,100    $21,900    $ 56,300
                                          =======    =======    ========


<PAGE>49

                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



The tax effects of temporary differences which give rise to deferred tax
assets (liabilities) consist of the following at February 29, 2000 and
February 28, 1999 (dollars in thousands):

                                                     2000         1999
                                                     ----         ----
Current:
   Tax credit carryforwards                       $ 33,200      $ 19,500
   Insurance related liabilities                    10,900        11,700
   Repositioning/restructuring liabilities           4,800        11,300
   Compensation related liabilities                  4,700         4,900
   Other current items                               8,500         1,200
                                                  --------      --------
     Net current asset                            $ 62,100      $ 48,600
                                                  ========      ========
Non-current:
   Fixed and intangible assets                    $(40,500)     $(39,500)
   Pension and postretirement related items        (38,600)      (28,400)
   Capital and operating loss carryforwards         11,700        34,100
   Other non-current items                          12,300          (100)
                                                  --------      --------
     Total non-current liability                   (55,100)      (33,900)
   Valuation allowance                                -          (14,000)
                                                  --------      --------
     Net non-current liability                    $(55,100)     $(47,900)
                                                  ========      ========

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 enable it
to realize its deferred tax assets, including tax credit carryforwards which
begin to expire in fiscal 2007.  The undistributed earnings of the Company's
international subsidiaries have been reinvested in each country, and are not
expected to be remitted back to the parent company.


<PAGE>50
                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



10.  Pension and Other Postretirement Benefit Plans

Information concerning the Company's defined benefit pension plans consists of
the following (dollars in thousands):

                                           Defined Benefit Pension Plans
                                           -----------------------------
                                           2000        1999        1998
Change in Plan Assets:                     ----        ----        ----

  Fair value of plan assets at
   the beginning of the year             $ 414,600   $ 471,400   $ 418,000
  Actual return on plan assets             144,900     (22,800)     95,000
  Benefits paid                            (32,200)    (34,000)    (41,600)
                                         ---------   ---------   ---------
    Fair value of plan assets at
     the end of the year                 $ 527,300   $ 414,600   $ 471,400
                                         =========   =========   =========
Change in Benefit Obligations:

  Benefit obligations at the
   beginning of the year                 $(360,500)  $(356,000)  $(337,100)
  Service cost                              (4,100)     (5,200)     (4,800)
  Interest cost                            (24,000)    (24,000)    (23,800)
  Change in the discount rate               33,000        -        (17,900)
  Actuarial losses, net                     (3,000)     (9,300)    (14,000)
  Benefits paid                             32,200      34,000      41,600
                                         ---------   ---------   ---------
   Benefit obligations at the
    end of the year                      $(326,400)  $(360,500)  $(356,000)
                                         =========   =========   =========
Funded Status Reconciliation:

  Funded status                          $ 200,900   $  54,100   $ 115,400
  Unrecognized actuarial losses (gains)    (35,500)     96,100      12,600
  Unrecognized prior service costs           2,600       1,500       1,700
                                         ---------   ---------   ---------
   Prepaid benefit recognized in the
    consolidated balance sheet
    at the end of the year               $ 168,000   $ 151,700   $ 129,700
                                         =========   =========   =========
Components of Net Pension Income
(Expense):
  Service cost                           $  (4,100)  $  (5,200)  $  (4,800)
  Interest cost                            (24,000)    (24,000)    (23,800)
  Expected return on plan assets            46,000      52,300      45,700
  Amortization of unrecognized losses       (2,500)       -           (400)
                                         ---------   ---------   ---------
    Net pension income
     for the year                        $  15,400   $  23,100   $  16,700
                                         =========   =========   =========

Plan assets include Common Stock of the Company with a total market value of
$20.4 million as of February 29, 2000.  The net pension income identified
above includes service cost expense related to discontinued operations of
approximately $.9 million, $2.0 million and $1.8 million in fiscal 2000, 1999
and 1998, respectively.

<PAGE>51

                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Information concerning the Company's other postretirement benefit plans
consists of the following (dollars in thousands):

                                          Other Postretirement Benefit Plans
                                          ----------------------------------
                                            2000        1999        1998
Change in Benefit Obligations:              ----        ----        ----

  Benefit obligations at the
   beginning of the year                $ (86,000)  $ (95,600)  $ (88,200)
  Service cost                               (400)       (600)       (500)
  Interest cost                            (5,700)     (6,300)     (6,200)
  Settlement/Curtailment gains                400       6,900        -
  Change in the discount rate               7,000        -         (3,500)
  Other actuarial losses, net             (26,600)     (1,700)     (7,300)
  Benefits paid                            13,000      11,300      10,100
                                        ---------   ---------   ---------
   Benefit obligations at the
     end of the year                    $ (98,300)  $ (86,000)  $ (95,600)
                                        =========   =========   =========
Funded Status Reconciliation:

  Funded status                         $ (98,300)  $ (86,000)  $ (95,600)
  Unrecognized actuarial losses            46,000      27,200      29,300
  Unrecognized prior service costs           (300)       (400)       (900)
                                        ---------   ---------   ---------
   Accrued liability recognized
    in the consolidated balance
    sheet at the end of the year        $ (52,600)  $ (59,200)  $ (67,200)
                                        =========   =========   =========
Components of Expense for Other
 Postretirement Benefits:

  Service cost                          $    (400)  $    (600)  $    (500)
  Interest cost                            (5,700)     (6,300)     (6,200)
  Amortization of unrecognized losses        (900)     (1,300)       (600)
                                        ---------   ---------   ---------
     Net expense for the year           $  (7,000)  $  (8,200)  $  (7,300)
                                        =========   =========   =========


The weighted average actuarial assumptions utilized in determining the above
amounts for the defined benefit and other postretirement benefit plans as of
the end of the year were as follows:
                                             2000        1999        1998
                                             ----        ----        ----
   Expected return on plan assets            11.5%       11.5%       11.5%
   Discount rate                              8.0%        7.0%        7.0%
   Rate of compensation increase              3.0%        3.0%        4.0%

<PAGE>52

                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The Company's other postretirement benefit plans identified above provide
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.
Relative to the above financial information, the actuarial valuations assume a
medical cost trend rate of 7% for fiscal 2001, decreasing by 1% per year to an
ultimate level of 4.5% in fiscal 2004.  In that regard, the impact of a 1%
change in the health care cost trend rate would change the benefit obligations
by $1.8 million and change the total service and interest cost components by
approximately $100,000.

The Company also has defined contribution pension plans for a significant
number of its employees in the United States, as well as for certain of its
employees outside of the United States.  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 related to continuing operations amounted to
approximately $14.9 million, $10.7 million and $12.0 million in fiscal 2000,
1999 and 1998, respectively, the substantial part of which was funded
currently.

11.   Legal and Environmental Matters

One of the Company's subsidiaries has been named as a defendant in a number of
litigation actions related to product supplied to one of the subsidiary's
customers.  The parties seek damages related to alleged defects in certain
hose products manufactured by the subsidiary and included by the customer in
its retail gasoline fuel delivery systems.  The Company believes it has good
and valid defenses against the claims, and has submitted a counter-claim
against the customer.

The Company is also involved in various other legal and environmental-related
issues.  The Company believes that it has adequately provided for costs to be
expended in the future relative to its existing environmental related
obligations, the reserves for which have not been discounted to their present
value.  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.

<PAGE>53

                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


12.  Net Income Per Share

Following is a reconciliation of net income and weighted average common shares
outstanding for purposes of calculating basic and diluted net income per
share:

   Basic Net Income Per Share                  2000       1999      1998
   --------------------------                  ----       ----      ----
   Net income                                $89,000    $ 47,600   $ 98,600
                                             =======    ========   ========
   Weighted average
    common shares outstanding                 47,500      56,900     64,100
                                             =======    ========   ========
   Basic net income per share                $  1.87    $    .84   $   1.54
                                             =======    ========   ========
   Diluted Net Income Per Share
   ----------------------------
   Net income                                $89,000    $ 47,600   $ 98,600

   After-tax equivalent of interest
    expense on 4-3/4% convertible
    subordinated notes                         8,300       8,300      2,700
                                             -------    --------   --------
   Income for purposes of computing
    diluted net income per share             $97,300    $ 55,900   $101,300
                                             =======    ========   ========
   Weighted average common
    shares outstanding                        47,500      56,900    64,100
   Dilutive stock options                        300         200       500
   Weighted average assumed conversion of
    4-3/4% convertible subordinated notes      8,400       8,400     2,800
                                             -------    --------   -------
   Weighted average common shares
    outstanding for purposes of computing
    diluted net income per share              56,200      65,500    67,400
                                             =======    ========   =======
   Diluted net income per share before
    adjustment to eliminate anti-dilutive
    effect                                   $  1.73    $    .85   $  1.50
   Adjustment to eliminate anti-dilutive
    effect (a)                                   -          (.02)      -
                                             -------    --------   -------
   Dilutive net income per share             $  1.73    $    .83   $  1.50
                                             =======    ========   =======

      (a)   As a result of the repositioning charge in the third quarter of
            fiscal 1999, the conversion calculations have the effect of being
            anti-dilutive to income from continuing operations.  Therefore,
            the diluted per share amount for fiscal 1999 has been adjusted to
            eliminate such anti-dilutive effect.

The weighted average diluted common shares outstanding for fiscal 2000 and
1999 excludes the dilutive effect of approximately 700,000 and 900,000
options, respectively, since such options have an exercise price in excess of
the average market value of the Company's Common Stock during the fiscal year.

<PAGE>54

                             MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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.

Through a series of stock repurchase programs authorized by the Company's
Board of Directors, the Company acquired the following amounts of its Common
Stock during the last three fiscal years (amounts in thousands, except per
share data):

                                  Number of      Total     Average Cost
                               Shares Acquired    Cost       Per Share
                               ---------------   ------    -----------
    Fiscal 1998                     3,500       $ 80,400      $23.14
    Fiscal 1999                     9,500        178,200      $18.71
    Fiscal 2000                     9,200        164,400      $17.94
                                   ------       --------
       Total                       22,200       $423,000      $19.09
                                   ======       ========

As of February 29, 2000, the Company remains authorized to acquire
approximately 5.2 million shares of its Common Stock in open-market
transactions or privately negotiated transactions at prices which management
believes to be appropriate.

Under the Company's Restricted Stock Plan, there are no restricted shares
outstanding as of February 29, 2000 and approximately 276,000 shares remain
available for issuance 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 (normally 5 years), which was completed in fiscal 1999,
with approximately $0.7 million and $1.3 million recognized as expense in
fiscal 1999 and 1998, respectively.

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.
There were approximately 2.2 million and 2.4 million shares reserved for the
future granting of options as of February 29, 2000 and February 28, 1999,
respectively.

<PAGE>55

                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



The following table summarizes the status of all of the Company's stock option
transactions for fiscal 2000, 1999 and 1998 (share amounts in thousands):

                            2000               1999                1998
                            ----               ----                ----
                               Weighted           Weighted            Weighted
                               Average            Average             Average
                      Option   Option     Option  Option      Option  Option
                      Shares    Price     Shares   Price      Shares   Price
                      ------    -----     ------   -----      ------   -----
Balance at
 beginning
 of year              2,340     $17.28    1,638    $16.85      1,421   $15.11
Activity during
 the year:
  Granted               410     $17.38      827    $17.48        357   $22.26
  Exercised             (61)    $12.60      (72)   $ 8.90       (136)  $12.89
  Canceled             (183)    $18.18      (53)   $18.27         (4)  $16.62
                      -----               -----                -----
Balance at
 end of year:
  Outstanding         2,506     $17.33    2,340    $17.28      1,638   $16.85
                      =====               =====                =====
  Exercisable         1,360     $16.76    1,064    $16.13        850   $14.80
                      =====               =====                =====

At February 29, 2000, approximately 1,314,200 of the options outstanding have
a weighted average remaining life of approximately 5 years, and are
exercisable at prices ranging primarily from $10.28 to $22.26 per share.  The
remaining 1,191,362 options outstanding have a weighted average remaining life
of approximately 9 years and are exercisable at prices ranging from $12.68 to
$22.19 per share.  The options granted during fiscal 2000, 1999 and 1998, had
a weighted average fair value of approximately $9.46 per share for Corporate
Officers and $5.82 per share for other employees.  For purposes of estimating
such fair value, the Company utilized the Black-Scholes option pricing model,
and the following valuation assumptions:

                         Options Granted to           Options Granted to
                        Corporate Officers              Other Employees
                      -----------------------      ------------------------
                      2000     1999      1998      2000     1999       1998
                      ----     ----      ----      ----     ----       ----
Pricing
 volatility factor    33.2%    32.9%     30.5%     28.7%    26.8%      24.0%
Option
 expiration term      10 yrs.  10 yrs.   10 yrs.    4 yrs.  4 yrs.     4 yrs.
Risk-free interest
 rate range            6.4%    4.7% to   6.3% to    6.2%    4.6% to    6.6% to
                               5.6%      6.9%               5.5%       6.9%
Annual dividend
 yield                 1.3%     .9% to     .7%      1.3%     .9% to     .7%
                                1.6%                        1.6%


<PAGE>56

                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company applies APB Opinion No. 25 in accounting for its stock options
and, accordingly, no compensation cost has been recognized for stock options
in the accompanying consolidated financial statements.  If the Company had
recognized compensation expense for the options based upon the values
identified above, earnings for fiscal 2000, 1999 and 1998 would have changed
as follows (amounts in thousands, except per share data):

                                             Pro Forma Earnings (Unaudited)
                                             ------------------------------
                                              2000        1999       1998
                                              ----        ----       ----

Net income, as reported                     $ 89,000    $ 47,600   $ 98,600
Compensation expense related
 to options granted                           (3,300)     (3,200)    (2,200)
Tax benefit of compensation expense            1,200       1,100        800
                                            --------    --------   --------
  Net income, as adjusted                   $ 86,900    $ 45,500   $ 97,200
                                            ========    ========   ========
Basic net income per share, as reported     $   1.87    $    .84   $   1.54
                                            ========    ========   ========
Basic net income per share, as adjusted     $   1.83    $    .80   $   1.52
                                            ========    ========   ========
Diluted net income per share, as reported   $   1.73    $    .83   $   1.50
                                            ========    ========   ========
Diluted net income per share, as adjusted   $   1.69    $    .80   $   1.48
                                            ========    ========   ========

14.  Business Segment Information

The Company's Business Segments are organized on the basis of common
management, and are identified as follows:

      (i)   Automotive, which includes the design, manufacture and
            distribution of power transmission, powertrain, fuel and fluid
            handling and air-intake systems and components for the global
            automotive aftermarket 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 and
            transportation and other products.

The prior year's segment information has been restated for the effects of the
Company's discontinued operations.

Executive management evaluates the performance of its Business Segments and
allocates resources to them primarily based upon their operating income, which
is exclusive of interest expense and income taxes.  The Company's business
segments are reported based upon the internal organization used by management
for making operating decisions and assessing overall performance.  Segment
data includes goodwill amortization as well as an allocation of net pension
income.


<pgae>57

                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Information concerning the Company's Business Segments for fiscal 2000, 1999
and 1998 is as follows (dollars in thousands):

                                              2000        1999        1998
                                              ----        ----        ----
NET SALES TO CUSTOMERS
 Automotive                                $1,203,100  $  990,800  $  893,900
 Industrial                                   790,600     807,400     809,200
                                           ----------  ----------  ----------
   Total related to
    continuing operations                  $1,993,700  $1,798,200  $1,703,100
                                           ==========  ==========  ==========
OPERATING INCOME
 Automotive                                $  114,000  $  101,000  $  104,100
 Industrial                                    91,800      95,400     105,000
                                           ----------  ----------  ----------
   Management's measure of the
    segments' operating performance           205,800     196,400     209,100
 Repositioning charge                            -        (62,800)       -
 General corporate expense                    (18,100)    (17,800)    (15,800)
 Interest expense                             (54,000)    (49,200)    (45,900)
 Provisions for taxes                         (48,100)    (21,900)    (56,300)
                                           ----------  ----------  ----------
   Income from continuing operations       $   85,600  $   44,700  $   91,100
                                           ==========  ==========  ==========
DEPRECIATION AND AMORTIZATION EXPENSE
 Automotive                                $  (54,500) $  (42,100) $  (32,100)
 Industrial                                   (34,700)    (31,100)    (26,800)
 General corporate                             (2,000)     (3,000)     (3,700)
                                           ----------  ----------  ----------
   Total related to
    continuing operations                  $  (91,200) $  (76,200) $  (62,600)
                                           ==========  ==========  ==========
NON-CASH PENSION INCOME AND
 RELATED ITEMS, NET
 Automotive                                $    6,700  $   11,800  $    8,000
 Industrial                                     6,600      11,700       7,900
                                           ----------  ----------  ----------
   Total related to
    continuing operations                  $   13,300  $   23,500  $   15,900
                                           ==========  ==========  ==========
IDENTIFIABLE ASSETS
 Automotive                                $1,173,700  $  974,500  $  934,300
 Industrial                                   844,700     799,800     815,500
                                           ----------  ----------  ----------
   Total identifiable assets
    of the segments                         2,018,400   1,774,300   1,749,800
 General corporate assets                      24,700     153,600     146,000
                                           ----------  ----------  ----------
   Total assets related to
    continuing operations                   2,043,100   1,927,900   1,895,800
 Discontinued operations                        -         151,800     524,700
                                           ----------  ----------  ----------
   Total consolidated                      $2,043,100  $2,079,700  $2,420,500
                                           ==========  ==========  ==========
CAPITAL OUTLAYS
 Automotive                                $   49,800  $   40,800  $   72,600
 Industrial                                    36,400      33,700      61,100
                                           ----------  ----------  ----------
   Total related to
    continuing operations                  $   86,200  $   74,500  $  133,700
                                           ==========  ==========  ==========

<PAGE>58

                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



The Company's revenues by product type, and the segments they relate to, are
as follows for fiscal 2000, 1999 and 1998 (dollars in thousands):

                              Segment       2000         1999         1998
                              -------       ----         ----         ----
Power Transmission             Both     $  566,900    $  557,300   $  547,400
Powertrain                   Automotive    177,500          -            -
Fuel and Fluid Handling        Both        927,000       915,300      887,200
Air-Intake Systems           Automotive     69,800        66,800       24,100
Transportation and
Other Products               Industrial    252,500       258,800      244,400
                                        ----------    ----------   ----------
     Net sales from
     continuing operations              $1,993,700    $1,798,200   $1,703,100
                                        ==========    ==========   ==========

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
2000, 1999 and 1998 is as follows (dollars in thousands):

                                             2000         1999         1998
                                             ----         ----         ----
NET SALES FROM
 CONTINUING OPERATIONS
  United States                           $1,201,900  $1,155,200   $1,124,800
  Italy                                      375,900     259,800      243,700
  Other International                        415,900     383,200      334,600
                                          ----------  ----------   ----------
    Total related to
     continuing operations                $1,993,700  $1,798,200   $1,703,100
                                          ==========  ==========   ==========
IDENTIFIABLE LONG-LIVED ASSETS
  United States                           $  665,600  $  661,400   $  679,000
  Italy                                      251,700     131,500      120,200
  Other International                        224,500     236,400      213,800
                                          ----------  ----------   ----------
    Total related to
     continuing operations                 1,141,800   1,029,300    1,013,000
  Discontinued operations                       -         87,800      321,200
                                          ----------  ----------   ----------
    Total consolidated                    $1,141,800  $1,117,100   $1,334,200
                                          ==========  ==========   ==========

The net sales to customers reflect the sales of the continuing operating units
originating in each geographic area to unaffiliated customers.  Export sales
of continuing operating units from the United States to unaffiliated customers
were $127.1 million, $136.0 million and $101.3 million in fiscal 2000, 1999
and 1998, respectively.  Sales between geographic areas are accounted for at
prices which are competitive with prices charged to unaffiliated customers.
Inter-segment sales are not material.

<PAGE>59


                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


15.   Quarterly Financial Data (Unaudited)

The following table sets forth the Company's unaudited results of operations
for each of the fiscal quarters in the years ended February 29, 2000 and
February 28, 1999  (amounts in thousands, except per share data):


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

Fiscal 2000

Continuing operations:
 Net sales               $521,800   $479,500   $500,200  $492,200  $1,993,700
                         ========   ========   ========  ========  ==========
 Gross profit (a)        $164,300   $154,400   $161,400  $150,400  $  630,500
                         ========   ========   ========  ========  ==========

 Operating income        $ 52,900   $ 43,500   $ 50,100  $ 41,200  $  187,700
 Interest expense         (13,200)   (13,800)   (13,200)  (13,800)    (54,000)
 Provision for taxes      (14,300)   (11,000)   (13,600)   (9,200)    (48,100)
                         --------   --------   --------  --------  ----------
    Total continuing       25,400     18,700     23,300    18,200      85,600
Discontinued operations       900      1,600       -         -          2,500
Extraordinary gain           -           800        100      -            900
                         --------   --------   --------  --------  ----------
    Net income           $ 26,300   $ 21,100   $ 23,400  $ 18,200  $   89,000
                         ========   ========   ========  ========  ==========

Basic earnings
 per share (b):
  Continuing operations  $    .50   $    .39   $    .51  $    .41  $     1.80
  Discontinued operations     .02        .03        -         -           .05
  Extraordinary gain          -          .02        -         -           .02
                         --------   --------   --------  --------  ----------
    Net income           $    .52   $    .44   $    .51  $    .41  $     1.87
                         ========   ========   ========  ========  ==========
Diluted earnings
 per share (b):
  Continuing operations  $    .46   $    .36   $    .46  $    .38  $     1.67
  Discontinued operations     .02        .03        -         -           .04
  Extraordinary gain          -          .01        -         -           .02
                         --------   --------   --------  --------  ----------
    Net income           $    .48   $    .40   $    .46  $    .38  $     1.73
                         ========   ========   ========  ========  ==========



<PAGE>60

                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




                           First     Second     Third     Fourth      Total
                          Quarter    Quarter   Quarter    Quarter     Year
                          -------    ------    ------     ------      -----
Fiscal 1999
-----------
Continuing operations:
 Net sales               $473,800   $445,700   $450,900  $427,800  $1,798,200
                         ========   ========   ========  ========  ==========
 Gross profit (a)        $151,700   $141,500   $149,600  $141,000  $  583,800
                         ========   ========   ========  ========  ==========
 Operating income before
  repositioning charge   $ 48,900   $ 40,900   $ 49,400  $ 39,400  $  178,600
 Repositioning charge        -          -       (62,800)     -        (62,800)
                         --------   --------   --------  --------  ----------
  Operating income (loss)  48,900     40,900    (13,400)   39,400     115,800
 Interest expense         (11,500)   (12,400)   (13,000)  (12,300)    (49,200)
 Provision for taxes      (13,400)   (10,300)    11,500    (9,700)    (21,900)
                         --------   --------   --------  --------  ----------
    Total continuing       24,000     18,200    (14,900)   17,400      44,700
Discontinued operations     2,900      2,700      1,900    (2,000)      5,500
Extraordinary loss         (2,600)     -           -        -          (2,600)
                         --------   --------   --------  --------  ----------
    Net income (loss)    $ 24,300   $ 20,900   $(13,000) $ 15,400  $   47,600
                         ========   ========   ========  ========  ==========
Basic earnings
 per share (b):
 Continuing operations:
  Before repositioning
   charge                $    .39    $   .32   $    .43  $    .32  $    1.46
  Repositioning charge        -          -         (.70)      -         (.67)
                         --------    -------   --------  --------  ---------
    Total continuing          .39        .32       (.27)      .32        .79
 Discontinued operations      .05        .04        .03      (.04)       .10
 Extraordinary loss          (.04)       -          -         -         (.05)
                         --------    -------   --------  --------  ---------
    Net income (loss)    $    .40    $   .36   $   (.24) $    .28  $     .84
                         ========    =======   ========  ========  =========
Diluted earnings
 per share (b)(c):
 Continuing operations:
  Before repositioning
   charge                $    .37    $   .31   $    .40  $    .31   $   1.39
  Repositioning charge        -          -         (.67)      -         (.60)
                         --------    -------   --------  --------   --------
    Total continuing          .37        .31       (.27)      .31        .79
 Discontinued operations      .04        .04        .03      (.03)       .08
 Extraordinary loss          (.04)       -          -         -         (.04)
                         --------    -------   --------  --------   --------
    Net income (loss)    $    .37    $   .35   $   (.24) $    .28   $    .83
                         ========    =======   ========  ========   ========



<PAGE>61

                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


___________________________________

(a)  Excludes depreciation expense (and repositioning charge in fiscal 1999).
(b)  The sum of quarterly amounts do not equal the fiscal year amount due to
     the weighted effect of stock repurchases during the year and rounding
     differences, as well as the anti-dilution limitations in fiscal 1999
     referred to in Note "c".
(c)  As a result of the net loss in the third quarter of fiscal 1999, the full
     effect of the common stock equivalents would be anti-dilutive to earnings
     from continuing operations.  Therefore, the diluted amounts are limited
     to be no more than the basic amounts for the third quarter and total
     year.







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 2000 Annual Meeting of Stockholders which will be
filed with the Securities and Exchange Commission not later than 120 days
after February 29, 2000.


<PAGE>62

                                    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 29, 2000                                  33

         Consolidated Balance Sheets at February 29, 2000
          and February 28, 1999                                            34

         Consolidated Statements of Income for each of
          the three fiscal years in the period ended
          February 29, 2000                                                35

         Consolidated Statements of Stockholders' Equity for
          each of the three fiscal years in the period
          ended February 29, 2000                                          36

         Consolidated Statements of Comprehensive Income
          for each of the three fiscal years in the period
          ended February 29, 2000                                          37

         Consolidated Statements of Cash Flows
          for each of the three fiscal years in
          the period ended February 29, 2000                               38

         Notes to Consolidated Financial Statements                        39

    (2)  Financial Statement Schedule

         Report of Independent Accountants
          for each of the three fiscal years in the
          period ended February 29, 2000                                   67


         II.  Valuation and Qualifying Accounts                            68


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



<PAGE>63


(b) Reports on Form 8-K

There were no reports filed pertaining to events occurring during the quarter
ended February 29, 2000.


(c) Exhibits



    2.1      Purchase Agreement by and between Mark IV Industries, Inc. and
             Arvin Industries, Inc. dated February 8, 1999 (incorporated by
             reference to the Exhibit 10.1 to the Company's Form 8-K dated
             February 26, 1999).

    2.2*     Agreement and Plan of Merger by and between MIV Acquisition
             Corporation and Mark IV Industries, Inc. dated may 26, 2000.

    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 4.1 to the Company's Quarterly Report on Form 10-Q dated
             July 1, 1997).

    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 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).

    4.4      Conformed copy of the Indenture, dated as of August 11, 1997,
             between Mark IV Industries, Inc, as issuer and Marine Midland
             Bank, as trustee; including the form of Senior Subordinated
             Notes due September 1, 2007 (incorporated by reference to
             Exhibit 4.1 to the Company's Current Report on Form 8-K dated
             August 25, 1997).

    4.5      Conformed copy of the Indenture, dated as of October 29, 1997,
             between Mark IV Industries, Inc., as issuer and The Bank of New
             York, as trustee; including the form of Convertible Subordinated
             Notes due November 1, 2004 (incorporated by reference to Exhibit
             4.1 to the Company's Current Report on Form 8-K dated November
             6, 1997).

<PAGE>64

          Executive Compensation Plans and Arrangements (10.1 -10.22)



    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).

    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 January 1, 1995 between the
             Company, Dayco Products, Inc. ("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).

    10.8     Employment Agreement dated May 1, 1997 between the Company,
             Dayco and Richard F. Bing (incorporated by reference to Exhibit
             10.10 to the Company's Annual Report on Form 10-K for the fiscal
             year ended February 28, 1999).

    10.9     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).

    10.10    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).


<PAGE>65


    10.11    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).

    10.12 *  Second amendment and Restatement of the Mark IV Industries, Inc.
             1996 Incentive Stock Option Plan.

    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).

    10.14    Amendment and Restatement of the Mark IV Industries, Inc.
             Executive Bonus Plan effective March 1, 1995 (incorporated by
             reference to Exhibit 10.15 to the Company's Annual Report on
             Form 10-K dated February 28, 1998).

    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 *  Fifth Amendment and Restatement of the Non-Qualified Plan of
             Deferred Compensation of Mark IV Industries, Inc. Effective
             February 29, 2000.

    10.17 *  Second Amendment and Restatement of the Non-Qualified Plan of
             Deferred Compensation for Non-Employee Directors of Mark IV
             Industries, Inc. Effective February 29, 2000.

    10.18 *  Second 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 February 29, 2000.

    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 (Incorporated by reference to Exhibit
             10.20 to the Company's Annual Report on Form 10-K for the Fiscal
             year ended February 28, 1997).


<PAGE>66

                          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).

    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>67


                      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. and Subsidiaries as of February 29, 2000 and February 28, 1999 and for
each of the three fiscal years in the period ended February 29, 2000, 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 consolidated financial statements taken as
a whole, presents fairly, in all material respects, the information required
to be included therein.



                                       PricewaterhouseCoopers LLP






Rochester, New York
March 24, 2000



<PAGE>68

<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 29, 2000
----------------------------
Allowance for doubtful
 accounts                      $  9,600,000   $2,800,000    $(2,200,000)     $   800,000      $11,000,000
                               ============   ==========    ============     ===========      ===========
Year ended February 28, 1999
----------------------------
Allowance for doubtful
 accounts                      $ 13,600,000   $3,300,000    $(4,200,000)     $(3,100,000)     $ 9,600,000
                               ============   ==========    ============     ============     ===========

Year ended February 28, 1998
----------------------------
Allowance for doubtful
 accounts                      $ 14,700,000   $3,300,000    $(4,400,000)     $    -           $13,600,000
                               ============   ==========    ============     ============     ===========



(a)  Represents the following


                                                                 February       February       February
                                                                 29, 2000       28, 1999       28, 1998
                                                                 --------       ---------      --------


          Reserve at date of acquisition                       $ 2,600,000    $   100,000     $   200,000

          Reserves of discontinued operations                   (1,400,000)    (3,200,000)           -

          Foreign currency translation adjustment                 (400,000)         -            (200,000)
                                                               -----------    -----------     -----------
                                                               $   800,000    $(3,100,000)    $      -
                                                               ===========    ===========     ===========


</TABLE>



<PAGE>69

                                  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 24, 2000
      ---------------

    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                  Chairman of the Board        May 24, 2000
   ------------------                and Chief Executive Officer ------------
   Sal H. Alfiero



/s/ William P. Montague             President, Director          May 24, 2000
    -----------------                                           ------------
    William P. Montague



/s/ John J. Byrne                   Vice President and           May 24, 2000
    -----------------                Chief Financial Officer    -------------
    John J. Byrne



/s/ Richard L. Grenolds             Vice President and           May 24, 2000
    ------------------               Chief Accounting Officer    ------------
    Richard L. Grenolds



/s/ Gerald S. Lippes                Secretary and Director       May 24, 2000
    ------------------                                           ------------
    Gerald S. Lippes



/s/ Clement R. Arrison              Director                     May 24, 2000
    ------------------                                           ------------
    Clement R. Arrison


<PAGE>70


                                 Exhibit Index


    2.1      Purchase Agreement by and between Mark IV Industries, Inc. and
             Arvin Industries, Inc. dated February 8, 1999 (incorporated by
             reference to the Exhibit 10.1 to the Company's Form 8-K dated
             February 26, 1999).

    2.2*     Agreement and Plan of Merger by and between MIV Acquisition
             Corporation and Mark IV Industries, Inc. dated May 26, 2000.

    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 4.1 to the Company's Quarterly Report on Form 10-Q dated
             July 1, 1997).

    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 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).

    4.4      Conformed copy of the Indenture, dated as of August 11, 1997,
             between Mark IV Industries, Inc, as issuer and Marine Midland
             Bank, as trustee; including the form of Senior Subordinated
             Notes due September 1, 2007 (incorporated by reference to
             Exhibit 4.1 to the Company's Current Report on Form 8-K dated
             August 25, 1997).

    4.5      Conformed copy of the Indenture, dated as of October 29, 1997,
             between Mark IV Industries, Inc., as issuer and The Bank of New
             York, as trustee; including the form of Convertible Subordinated
             Notes due November 1, 2004 (incorporated by reference to Exhibit
             4.1 to the Company's Current Report on Form 8-K dated November
             6, 1997).


          Executive Compensation Plans and Arrangements (10.1 -10.22)


    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).

    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).


<PAGE>71



    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 January 1, 1995 between the
             Company, Dayco Products, Inc. ("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).

    10.8     Employment Agreement dated May 1, 1997 between the Company,
             Dayco and Richard F. Bing (incorporated by reference to Exhibit
             10.10 to the Company's Annual Report on Form 10-K for the fiscal
             year ended February 28, 1999).

    10.9     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).

    10.10    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 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).

    10.12 *  Second amendment and Restatement of the Mark IV Industries, Inc.
             1996 Incentive Stock Option Plan.

    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).

    10.14    Amendment and Restatement of the Mark IV Industries, Inc.
             Executive Bonus Plan effective March 1, 1995 (incorporated by
             reference to Exhibit 10.15 to the Company's Annual Report on
             Form 10-K dated February 28, 1998).

<PAGE>72

    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 *  Fifth Amendment and Restatement of the Non-Qualified Plan of
             Deferred Compensation of Mark IV Industries, Inc. Effective
             February 29, 2000.

    10.17 *  Second Amendment and Restatement of the Non-Qualified Plan of
             Deferred Compensation for Non-Employee Directors of Mark IV
             Industries, Inc. Effective February 29, 2000.

    10.18 *  Second 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 February 29, 2000.

    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 (Incorporated by reference to Exhibit
             10.20 to the Company's Annual Report on Form 10-K for the Fiscal
             year ended February 28, 1997).


                       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).

    21*      Subsidiaries of the Registrant.

    23*      Consent of Independent Accountants.

    27*      Financial Data Schedule.

______________________

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