UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                  FORM 10-K
 X    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended February 28, 1999

                                      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 20, 1999 on the New York Stock Exchange was approximately $723.5
million.

      As of May 20, 1999, the number of outstanding shares of Registrant's
Common Stock, $.01 par value, was 49,133,624 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.................................................22
Item 3:     Legal Proceedings..........................................23
Item 4:     Submission of Matters to a Vote
             of Security Holders.......................................23


PART II

Item 5:     Market for the Company's Common Stock and
             Related Security Holder Matters...........................24
Item 6:     Selected Financial Data....................................25
Item 7:     Management's Discussion and Analysis
             of Financial Condition and Results
             of Operations.............................................27
Item 8:     Financial Statements and Supplementary
             Data......................................................40
Item 9:     Disagreement on Accounting and Financial
             Disclosure................................................67


PART III

Item 10:    Directors and Executive Officers of the
             Registrant................................................67
Item 11:    Executive Compensation.....................................67
Item 12:    Security Ownership of Certain Beneficial
             Owners and Management.....................................67
Item 13:    Certain Relationships and Related
             Transactions..............................................67


PART IV

Item 14:    Exhibits, Financial Statement Schedules and
             Reports on Form 8-K ......................................68
            Signatures.................................................75
            Exhibit Index..............................................76


<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 sold primarily
directly, but also through independent distributors, to other manufacturers
and commercial users in the United States and Europe and, to a lesser extent,
in Canada, Latin America and the Far East.  Mark IV operates 75 manufacturing
facilities and 45 distribution and sales locations and employs approximately
17,000 people in 19 countries.

      Mark IV's business strategy is focused on building its worldwide
Automotive and Industrial business segments through internal growth and
selective strategic acquisitions, and the continuation of cost control and
quality improvement programs.  The Company's operating strategy emphasizes
establishing cooperative programs with customers to engineer, design and
develop higher value-added systems in addition to individual products, 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)  initiated during fiscal 1997 a restructuring of the Company's
            manufacturing and distribution facilities to make them more
            focused and cost effective;
     (iv)   completed its restructuring plan in fiscal 1999, and began to
            reposition its automotive aftermarket business and make certain
            other strategic decisions relative its personnel requirements and
            inventory management practices;
     (v)    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;
     (vi)   expanded LPI's products and technology from Europe to North
            America;
     (vii)  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;
     (viii) established manufacturing facilities in Argentina and Brazil;
     (ix)   established distribution centers to serve markets in Latin America
            and the Pacific Rim, and acquired manufacturing and distribution
            facilities in Australia and Mexico; and
     (x)    emphasized continuous product development.


<PAGE>4


Recent Developments



-     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 $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.

-     In April 1999, the Company acquired the net assets of Lombardini, an
      Italian-based manufacturer of small gasoline and diesel engines, for
      $148 million.  Lombardini produces small engines of up to 50kw in
      power(65 horsepower), and competes in various markets, including
      supplying engines to agricultural, marine, automotive, electrical
      generation and home and lawn care markets, primarily in Europe.  The
      Company believes an additional growth opportunity resulting from the
      Lombardini acquisition is in providing a power system (diesel engine and
      continuously variable transmission) 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.

-     During the latter part of fiscal 1997, the Company began to realign and
      refocus its operations, including the closure of certain facilities and
      the termination of approximately 1,700 employees, with a net reduction
      of approximately 1,000 employee positions.  In that regard, the Company
      recognized a restructuring charge of $112.5 million in fiscal 1997
      (including $60.7 million of non-cash 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 activities, the Company
      recognized a repositioning charge in fiscal 1999 in the amount of $66
      million.  Approximately $25 million of the charge related to non-cash
      items, including $12.1 million related to inventory, and the balance
      related primarily to the impairment of the value of certain fixed
      assets.

-     In May 1998, the Company announced the completion of its 7.3 million
      share repurchase program approved by the Board of Directors in March
      1997.  The stock was purchased at an average price of $22.00 per share,
      for a total cost of $160.8 million.  Upon completion of that program,
      the Board of Directors approved the purchase of an additional ten
      million shares.  In May 1999, the Company completed the ten million
      share repurchase program.  Such shares were acquired over the preceding
      twelve-month period at an average cost of $16.55 per share, or a total
      cost of approximately $165.5 million.  Upon completion of the May 1998
      program, the Company's Board of Directors approved the purchase of an
      additional ten million shares.


<PAGE>5



-     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 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.

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

-     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 the 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.

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

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


<PAGE>6


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, and
            air-intake systems and components for the global automotive
            aftermarket and OEM (original equipment manufacturers) market; and

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

      Financial information regarding the business segments is presented in
Note 13 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 $991 million in fiscal 1999,
representing 51% of Mark IV's total revenue during the year.  Approximately
79% of the segment's sales were to OEM/OES customers, with the balance of the
Company's automotive products sold to the aftermarket.

      Mark IV Automotive is focused on expanding its business to become a more
global supplier of safety, environmental and comfort related products to the
automotive industry.  During fiscal 1999, Mark IV Automotive's sales increased
6%, after adjusting for the effects of acquired and discontinued operations.
This growth was driven by improvements in both its European and North American
markets, coupled with the start-up of operations in Brazil and Argentina.
Domestic growth was hampered somewhat by the General Motors strike earlier in
the fiscal year; however, new products, including the air-intake manifold line
(acquired with the October 1997 purchase of LPI) helped drive growth over the
full year.  In addition to adding to sales, 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 introduction of LPI's air-intake technology
products to customers in North America, and the acquisition of Lombardini,
completed after the close of fiscal 1999, represent two new growth
opportunities for Mark IV Automotive.  Research and development activities,
including an increasing number of simulation studies, are helping Mark IV
shorten its time required to develop new products, which helps increase
customer service and satisfaction.  Continued internal growth, together with
additional acquisitions to help round-out product lines and geography, will
provide Mark IV with new products, technology and capacity going forward.


<PAGE>7


      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.  It is anticipated that this will, in turn, enhance the
Company's ability to sell components into the aftermarket.  After the sale of
Purolator's Automotive Filter Business, the Company is concentrating its
efforts on strengthening the position of its Dayco belts and hose line.

Automotive OEM/OES

      Mark IV Automotive designs and supplies engineered systems and
components for the majority of automotive engine and platform manufacturers in
the world today, primarily serving OEMs in North America and Europe, and to a
lesser extent, in South America and Asia/Pacific.

      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.
Following the recent acquisition of Lombardini, it is anticipated that the
Company's product and systems offerings during fiscal 2000 will 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.


<PAGE>9


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.

      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, Valperga and Airasca, Italy, to serve
customers around the world.

      During fiscal 1999, the Company's North American power transmission
group increased business 10%, 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.  In the current
year, several new product programs will be introduced, including a high
performance serpentine drive belt.

      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 fiscal 1999, the Company's Power Transmission Division received
numerous top quality awards from customers, both domestic and abroad.  In
addition, all of the Division's manufacturing facilities have now 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 the fiscal
year.  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 transmission will work, saving them
time and money in the process.  Virtual testing is also used to improve or
resolve problems in existing engine designs.


<PAGE>9


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.

      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, is expected to be fully
operational.  This facility will initially employ 150-200 people and provide
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 and General Motors.

      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.


<PAGE>10


      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 Torino, 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.

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, remaining market driven, 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 year 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.


<PAGE>11


Power Train Division

      With the April 1999 acquisition of Lombardini, 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 (CVT) currently under development by the Company.  Management
believes Lombardini, 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.

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, original equipment service centers, 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 1999, the pilot program for 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.  With these technical advances, a full roll-out
of the Preferred Parts program is planned during fiscal 2000.

      In an effort to help its customers streamline their inventories, as well
as giving them more products to sell, our Dayco and Dayco Eastman (formerly
Imperial Eastman) engineers combined their expertise to introduce a brand new
coupling style called the "HY" series, which will replace multiple coupling
series from both the old Dayco and old Imperial Eastman lines.  The expanded
product offering is projected to increase Dayco's hydraulic sales
significantly during fiscal 2000.


<PAGE>12



      The Company's Fayetteville, NC distribution center experienced its first
year of full operation in fiscal 1999.  The warehouse management software
interfaces with the Dayco Aftermarket's Customer Order Inventory Network
("COIN") order processing system.  Unlike some warehousing operations that
work in a "batch" mode that updates nightly, the Dayco system updates every
five minutes.  With the sale of the Purolator Automotive Filter Business, the
Fayetteville facility will be dedicating 188,000 square feet to the Dayco
distribution business beginning in Fiscal 2000.

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 entree into new markets
due to acquisitions to date, and those to occur going forward.  The Company
will continue to provide its customers with quality products and service,
while improving efficiencies and reducing costs.

      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 and Fluid Management,
Specialty Filtration, and Transportation products and systems to customers
around the world.  Representing 49% of Mark IV's total revenue base, Mark IV
Industrial's sales were approximately $960 million in fiscal 1999.  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),
Purolator(R), Swan(R), Imperial Eastman(R), Facet(R), Mark IV IVHS, Luminator,
F-P Electronics and Caplugs(R), Mark IV Industrial is organized into three
primary operating units: Dayco Industrial, Specialty Filtration and
Transportation and Other.

Dayco Industrial

      Dayco Industrial Transmission 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.



<PAGE>13


      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 manufacturers 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.

Power Transmission

      Dayco's power transmission products 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.  Its power transmission product line also 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.  Over the past year,
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.

      The launch of a new industrial and hydraulic filtration product line by
Purolator Filter Products has allowed the Company to take advantage of Dayco
Industrial's relationship with top fluid power distributors in North America.
Many distributors of hydraulic hose and couplings also sell products used to
filter the hydraulic fluid used in the system.


<PAGE>14

Fluid Management

      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.

      Dayco Swan helped add to its Martha Stewart everyday garden (TM) line of
products offered by K-Mart, with the creation of a special garden hose.  Soft,
flexible, and extra-tough, this rubber/vinyl hose was a featured item when
Martha Stewart and K-Mart launched their spring/summer line of products for
the home.

      Dayco Swan was recently awarded with a "Partners In Progress" award from
Sears for their performance in supplying garden hose to their stores
nationwide during 1998.  This highly prestigious honor was bestowed upon only
150 of Sears' 10,000 suppliers.  Dayco's facilities in McCook, Nebraska and
Bucyrus, Ohio were awarded the Canadian Tire of Canada's highest honor, the
"Award of Excellence" in the leisure products category.  This award is given
to suppliers who provide the highest quality and service to Canadian Tire.

Manufacturing Update

      Dayco Industrial's manufacturing performance and efficiency were
significantly enhanced during the year 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, the Company's hose manufacturing facilities have
completed the ISO 9000 registration process over the past year. Along with its
power transmission facilities, which completed their registration as a group
in fiscal 1998, all of Dayco Industrial's key manufacturing facilities are now
ISO 9000 registered, an increasingly important factor when global industrial
customers are choosing suppliers.

<PAGE>15


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 Reserve Planning (ERP) system.

      Dayco Direct is a significant new 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.

      Another successful innovation this year 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.

Specialty Filtration

      The Company's Specialty Filtration products include specialized
industrial fluid filters; heating and air conditioning filters for
residential, commercial and industrial users; and highly technical filters and
filtration systems.  These products are provided by the Company's Purolator
Filter Products, Facet International, and Purolator Products Air Filtration
operations.

Purolator Filter Products

      The Filter Products Group (FPG) of Mark IV Industrial manufactures and
markets a variety of advanced filtration products and devices used in the
aeropower, fluid processing and industrial markets.

      In the Aeropower market, FPG manufactures fuel, lube and hydraulic
filters, indicators and switches for the commercial, military and general
aviation market segments.

      The fluid processing market includes the Poroplus(R) Sand Control Screen
for the oil and gas market, and porous metal media filters for the Chemical
Processing Pharmaceutical market segment.

      The Industrial market consists of a recently introduced hydraulic filter
line for the Industrial and Mobil Equipment markets, and a spin-on fuel and
lube product line for the Marine market.  An array of specialty filter
products are designed and sold for OEM and end-user customers in the
utilities, paper and general industrial markets.

<PAGE>16


Facet International

      Facet International designs, manufactures and distributes filters, oil
and water separators, refueling, filtration, anti-pollution and water
recycling systems, and bilge separators, for all types of liquids, gases, or
liquid gases.  The Company supplies a variety of customers in the aviation
fuel handling, marine, refining, power generation, petrochemical, mobile
equipment and military markets.  Many of its products help protect the
environment, reducing contamination and making it possible to recover and
reuse valuable industrial resources.

      Facet is a worldwide provider of aviation refueling filtration and
separation systems with direct operations in ten countries.  The company has a
significant number of technical approvals throughout the world for its
commercial and military aviation products.  In addition, Facet International
recently developed a new type of bilge water separator to add to its already
wide range of marine products.

      During fiscal 1999, Facet acquired Cosema International, located in
Torino, Italy.  Cosema, with annual sales of $10.6 million, markets coolant
filtration and swarf (metal-turnings) handling systems directly to end-users
and manufacturers of machine tools.  The addition of Cosema expands Facet's
industrial filtration lines, as well as provides its customers clear solutions
to a host of filtration and separation problems.

Purolator Products Air Filtration Company (PPAFC)

      Through PPAFC, Mark IV Industrial manufactures and distributes a broad
range of heating, ventilation and air conditioning (HVAC) filters and
filtration products for residential, commercial and industrial uses.  Sold
under the brand names Purolator(R) Facet(R) and Purolator Filtration Systems,
these filter products range from basic efficiency panel filters used in homes,
to medium and high efficiency products or equipment used in office buildings,
hospitals, manufacturing facilities and new construction projects.

      New EPA Method 319 regulations for paint emissions led to the
development of two new filtration systems for paint spray booth applications.
This spurred sales of Purolator's Mark 80-D pleated filter and Prebond Pad
products which meet EPA Method 319 filtration requirements.  As industry
becomes more technologically advanced, the demand for Purolator's High
Efficiency Particulate Air (HEPA) filter and equipment to the cleanroom market
is expected to increase.  Fiscal 1999 brought the introduction of Purolator's
ASHRAE V-cell and Ducted Ceiling Modules.  Both are used in the strict
environments of telecommunications, semiconductors, and pharmaceutical
testing.  Purolator also expanded its ULTRA-cell(R) line of HEPAs, offering
more capacities and construction options for the most sensitive applications.

Transportation and Other

Transportation

      The Company's Transportation Group includes Luminator Aircraft,
Luminator Mass Transit, F-P Electronics and Mark IV IVHS in North America,
with LLE and SLE in Europe.  Transportation products include rail and bus
destination signs, electronic toll equipment, rail car lighting, automatic
vehicle location systems and information display components, as well as
lighting and passenger service units for commercial aircraft.  These products
are sold to bus, rail, aircraft OEM and aftermarket, transit and
transportation authorities and industrial manufacturers.


<PAGE>17

Electronic Toll Markets

      Since its inception five years ago, Mark IV IVHS has now shipped 4.5
million electronic toll transponders.  Mark IV transponders are used in toll
road systems collecting over $3.0 billion in annual revenue.  With the
addition of the Massachusetts Turnpike Authority, E-ZPass has grown to twelve
transportation authorities in New York, New Jersey, Pennsylvania, Delaware,
Maryland and Massachusetts.  Now that the E-Pass system is maturing in New
York State, installation is underway in New Jersey, Delaware and
Massachusetts, and Pennsylvania soon after.  At completion, E-ZPass will
stretch from Baltimore to Buffalo.  It will be the largest electronic toll
road system in the world.

      Another contract was awarded to Mark IV IVHS by the State of Illinois.
The first phase of I-Pass(R) operated by ISHTA, the major toll road authority,
has been implemented in fiscal 1999, including a new feature - express lanes.
The Company's equipment has been demonstrated to operate successfully at
highway speeds on Highway 407 in Toronto, as that highway is an open road with
no toll plazas.

      In Orlando, Florida, the Company's first major customer for electronic
toll collection, Osceola County, continues to expand with the large tourist
traffic to the Disney site.  Express lanes will be part of a new toll plaza
design along SR429 separating E-Pass(TM) and cash toll lanes.  Express lanes
will allow E-Pass customers to pass through plazas safely up to the posted
speed levels for the highway.

Information Display Market

      Mark IV is a leading supplier in both Europe and North America of bus
and rail destination signs.  In the United States, Congress has approved the
Transportation Equity Act for the 21st Century (TEA 21), which replaces the
landmark ISTEA Reauthorization Act for fiscal years 1998-2003.  TEA 21
constitutes the funding authorized to the Department of Transportation for
mass transit and highway programs for the next four years.  What makes the
reauthorization unique is it includes unprecedented provisions designed to
guarantee funding for transit programs at significant levels through fiscal
year 2003.  TEA 21's transit program authorized $41 billion with a guaranteed
funding level of $36 billion, representing at least a 50% increase and - if
fully funded - as much as a 70% increase over appropriated funding in the
preceding six years of ISTEA.  TEA 21 is expected to generate many
opportunities for Luminator, IVHS, and F-P Electronics.

      In early 1999, F-P Electronics introduced the Ultra line, a hybrid LED
magnetic disc display.  The Ultra product is assembled in destination signs by
Luminator Mass Transit, LLE and SLE.  The low weight and thin profile offer
significant maintenance and fuel saving advantages to a transit authority over
the operating life of the bus or rail car.


<PAGE>18



Mass Transit Products

The Luminator Mass Transit Bus Products Unit introduced MAX 3000(TM) with
Ultra Display in January 1999.  MAX 3000 is the sequel to MEGA MAX(TM) (2000),
which was introduced in 1996.  MAX 3000 is lighter, slimmer and easier to
maintain since there are fewer parts.  The New York City Transit Authority
(among others), is installing MAX 3000 on hundreds of new buses they are
putting into service in fiscal 2000.  In addition to the advancements made to
the sign, the Operator Display Keyboard (ODK - the sign's control console),
now contains the system processor board and a plug-in port for a flash card.
Using the plug-in card method to download message listings dramatically
reduces the process from minutes to seconds.

      Another new product that will be introduced during fiscal 2000, that
will significantly impact visually impaired riders, is the Talking Sign.
Luminator's destination signs on a bus or train will house a transmitter.  The
visually impaired person will have a hand held receiver.  When the receiver is
pointed at the vehicle, the person will receive an audible message advising
the destination of the bus or train.  The Talking Sign will be a great asset
to visually impaired people, enabling them to use public transit with more
confidence and independence.

Lighting Products Market

      The Rail Products business unit is looking forward to the inauguration
of Amtrak's high speed service in December 1999, between Washington D.C. and
Boston.  As Luminator is the major lighting supplier for the high-speed
trains, it will be an outstanding showcase for its products.  Lights were
specifically designed to complement the fashionable interiors of the sleek
high-speed trains.  Another high profile exposure for Luminator will be on New
York City's new subway trains, the R142/R142A, which will commence service in
the latter part of fiscal 2000.

      Luminator is expanding its lighting products scope of sales by selling
directly to interior design companies in addition to the car builders.
Luminator will also be selling its sign systems to communication system
suppliers and system integrators.

Aircraft Products Markets

      Luminator Aircraft Products has begun delivery of Passenger Service
Units (PSU) and several other interior lighting products for the Boeing B-717
commercial airliner, scheduled to enter service in mid 1999. This is part of a
joint business venture between Luminator and Drager Aerospace of Germany,
Fischer Aerospace of Austria, and Boeing's Douglas Products Division.
Aftermarket support of the Company's existing products, along with seat marker
light retrofit programs at several major airlines, continues to be a
significant part of the business.


<PAGE>19


Manufacturing Update

      Luminator Mass Transit has undergone a major revamping of its plant as
part of an ongoing program to improve productivity without compromising the
quality standards expected by its customers.  The layout of the production
floor, stock acquisition process, and implementation of Design for
Manufacturability (DFM) processes have made tremendous inroads, improving
productivity and the work environment, and reducing manufacturing costs.  New
products are being designed utilizing DFM methods and existing products are
being redesigned incorporating elements of DFM wherever possible.  Luminator's
premier sign, MAX 3000, was the first product resulting from the successful
implementation of the DFM methods.

      In addition, LLE has moved into a new facility in Rastatt, Germany with
expanded manufacturing capabilities.  This new facility will manufacture bus
and rail destination signs for both LLE and SLE, as well as other display
products.


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 1999.  Such
conditions are believed to be temporary in nature.  Mark IV Industrial expects
to achieve growth in the coming decade 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.


<PAGE>20


      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 and
fluid management, transportation systems and components and specialty
filtration products and systems.

Marketing and Competition

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

      A majority of the Company's products have a significant and in many
instances 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 $53.3 million; $47.4
million and $39.9 million for the Company's continuing operations in fiscal
1999, 1998 and 1997, respectively.  It is anticipated that such costs will
increase as a percentage of sales in fiscal 2000 as a result of a number of
new product and systems initiatives which the Company is pursuing.


<PAGE>21


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.

      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.

<PAGE>22

Employees

      The Company currently employs approximately 17,000 persons, of whom
approximately 13,000 are production employees, with the remainder serving in
executive, administrative, engineering or sales capacities.  The Company
currently has approximately 2,100 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.


ITEM 2.  PROPERTIES

      The table below summarizes the approximate floor space of the Company's
corporate office and principal manufacturing facilities by business segment.

                                                   Approximate Floor Space
                                                ---------------------------
                                               (In Thousands of Square Feet)
                                               Owned       Leased      Total
                                               -----       ------      -----
Corporate Office                                 -          32,400     32,400
Industrial     (1)                            4,249,400    645,300  4,894,700
Automotive     (2)                            3,342,200    398,100  3,740,300

(1)   Consisting of the following forty-one facilities:
      North American facilities (approximately 4,066,900 square feet):
      Springfield, MO; Fort Scott, KS; Alliance, NE; Eldora, IA; McCook, NE;
      Davenport, IA (2); Bucyrus, OH; Buffalo, NY; Elmira, NY; Vero Beach, FL;
      Stillwell, OK; Tulsa, OK; Henderson, NC; Kenly, NC; Sacramento, CA;
      Newark, NJ; Greensboro, NC; Mexico City, Mexico; Plano, TX; Mississauga,
      Ontario, Canada (2); Cobourg, Ontario, Canada;  Grand Island, NY; Costa
      Mesa, CA; Manitowoc, WI (2); Barrie, Ontario, Canada; Red Wing, MN and
      El Paso, TX.

      International Facilities (approximately 827,800 square feet):
      Halesowen, U.K.; Torino, Italy (2); Barcelona, Spain; Treforest, Wales,
      UK; Lacoruna, Spain; Rastatt, Germany; Pinneberg, Germany; Nice, France;
      Perth, Australia; Sydney, Australia; and Adelaide, Australia.


<PAGE>23


(2)   Consisting of the following thirty-four facilities:
      North American facilities (approximately 1,666,700 square feet):
      Walterboro, SC; Williston, SC; Ocala, FL; Ft. Worth, TX; Springdale, AR;
      Weston, Ontario, Canada; Easley, SC; Lexington, TN; Tulsa, OK;
      Mississauga, Ontario, Canada; Detroit, MI and Big Rapids, MI.

      International facilities (approximately 2,073,600 square feet): Torino,
      Italy (2); Baudour, Belgium; Chieti, Italy; Manopello, Italy; Varberg,
      Sweden; Ulricehamn, Sweden; Blidsberg, Sweden: Valperga, Italy;
      Follonica, Italy; Melbourne, Australia; Juatuba, Brazil; Sao Paulo,
      Brazil; Cordoba, Argentina; Orbey, France; Fraize, France; Chateauroux,
      France; Scarperio, Italy; Reggio Emilia, Italy; Rieti, Itally;
      Villefranche Sor Saone, France; Valdobbiadene, Italy.

      The Company also owns or leases various small production facilities,
sales offices, distribution and research centers which are not included in the
above list of properties.

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


ITEM 3.  LEGAL PROCEEDINGS
--------------------------

      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.


<PAGE>24


                                   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 1999                   Fiscal 1998
                               ----------------             ----------------
                               Low         High             Low         High
                               ---         ----             ---         ----
   1st Quarter                $20.438     $24.063         $22.143    $25.000
   2nd Quarter                $14.188     $22.000         $23.250    $25.438
   3rd Quarter                $13.250     $16.875         $22.000    $28.000
   4th Quarter                $12.688     $16.875         $20.250    $23.500


      As of February 28, 1999, the approximate number of holders of record of
the Company's Common Stock was 1,900.

      The Company declared total cash dividends of $.21 and $.17 per share
during fiscal 1999 and 1998, respectively.


<PAGE>25


<TABLE>
<CAPTION>

ITEM 6.  SELECTED FINANCIAL DATA
--------------------------------

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

                                  Fiscal Year Ended the Last Day of February,
                            ------------------------------------------------------
                            1999        1998(a)     1997(a)     1996(a)      1995(a)
                           ------      --------    --------     ------       -------
      <S>                   <C>          <C>          <C>        <C>            <C>

Income Statement Data:
 Net sales from
  continuing operations  $1,948,600  $1,844,300  $1,717,900  $1,422,500   $1,168,300
                         ==========  ==========  ==========  ==========   ==========

 Operating income (b)    $  196,200  $  207,900  $  191,000  $  156,300   $  124,500
                         ==========  ==========  ==========  ==========   ==========

 Repositioning and
  restructuring charges  $   63,800  $     -     $  112,500  $     -      $     -
                         ==========  ==========  ==========  ==========   ==========

 Interest expense        $   53,900  $   49,700  $   45,800  $   42,500   $   42,500
                         ==========  ==========  ==========  ==========   ==========

 Income from continuing
   operations (c):
   Before repositioning
    and restructuring
    charges              $   91,100   $  97,800   $  88,600   $  69,400   $   50,500
   Repositioning and
    restructuring charges   (38,700)       -        (67,500)       -            -
                         ----------   ---------   ---------   ---------   ----------
      Total continuing       52,400      97,800      21,100      69,400       50,500
                         ----------   ---------   ---------   ---------   ----------
 Income from discontinued
   operations (c):
   Before divestitures        4,100      11,400      17,500      23,000       17,400
   Gain (loss) on
    divestitures             (6,300)       -         17,500        -            -
                         ----------   ---------   ---------   ---------   ----------
      Total discontinued     (2,200)     11,400      35,000      23,000       17,400
                         ----------   ---------   ---------   ---------   ----------
 Extraordinary loss (c)      (2,600)    (10,600)       -           -          (1,100)
                         ----------   ---------   ---------   ---------   ----------
     NET INCOME          $   47,600   $  98,600   $  56,100   $  92,400   $   66,800
                         ==========   =========   =========   =========   ==========

 Basic earnings per share:
  Continuing operations:
   Before repositioning
    and restructuring
    charges               $    1.60   $    1.52    $    1.34   $   1.05    $     .94
   Repositioning and
    restructuring charges      (.68)        -          (1.02)       -            -
                          ---------   ---------    ---------   --------    ---------
      Total continuing          .92        1.52          .32       1.05          .94
                          ---------   ---------    ---------   --------    ---------
  Discontinued operations:
    Before divestitures         .07         .18          .26        .35          .33
    Gain (loss) on
     divestitures              (.11)        -            .26        -            -
                          ---------   ---------    ---------   --------    ---------
      Total discontinued       (.04)        .18          .52        .35          .33
                          ---------   ---------    ---------   --------    ---------
  Extraordinary loss           (.04)       (.16)         -          -           (.02)
                          ---------   ---------    ---------   --------    ---------
      NET INCOME          $     .84   $    1.54    $     .84   $   1.40    $    1.25
                          =========   =========    =========   ========    =========

   </TABLE>


   <PAGE>26

   <TABLE>
   <CAPTION>

                                 Fiscal Year Ended the Last Day of February,
                            --------------------------------------------------------
                            1999        1998(a)     1997(a)     1996(a)      1995(a)
                            ----        ------      ------      -------      ------

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

 Diluted earnings per share:
  Continuing operations:
   Before repositioning
    and restructuring
    charges                 $   1.51  $    1.49    $   1.33   $   1.04    $    .89
   Repositioning and
    restructuring charges       (.59)       -         (1.01)       -           -
                            --------  ---------    --------   --------     -------
      Total continuing           .92       1.49         .32       1.04         .89
                            --------  ---------    --------   --------     -------
  Discontinued operations:
    Before divestitures          .06        .17         .26        .35         .28
    Gain (loss) on
     divestitures               (.09)       -           .26        -           -
                            --------  ---------    --------   --------     -------
      Total discontinued        (.03)       .17         .52        .35         .28
                            --------  ---------    --------   --------     -------
  Extraordinary items           (.04)      (.16)        -          -          (.02)
                            --------  ---------    --------   --------     -------
      NET INCOME            $    .85   $   1.50    $    .84   $   1.39     $  1.15
                            ========  =========    ========   ========     =======

 Cash dividends paid
  per share                 $    .21   $    .17    $    .14   $    .11     $   .10
                            ========  =========    ========   ========     =======

 Weighted average number of
  shares outstanding:
    Basic                     56,900     64,100      66,300     66,200      53,600
    Diluted                   65,500     67,400      66,700     66,600      60,700


                                       As of the Last Day of February,

                             1999       1998        1997        1996       1995

 Balance Sheet Data:

  Working capital        $  490,600 $  458,400  $  364,600 $  404,900   $  379,700

  Total assets           $2,079,700 $2,420,500  $1,974,600 $2,013,100   $1,846,400

  Long-term debt         $  797,500 $  793,900  $  528,500 $  642,500   $  610,700

  Stockholders' equity   $  596,700 $  752,000  $  758,400 $  725,500   $  635,500

</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>27



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 1999, the Company's operating performance
(income from continuing operations before repositioning charge and non-cash
items, plus operating working capital changes) generated cash of $219.5
million, a 39% increase over the $157.8 million generated in fiscal 1998.  The
fiscal 1998 amount represents an increase of $51.5 million (48%) over the
$106.3 million generated in fiscal 1997.

Excluding cash and current financial indebtedness, the Company's working
capital investment was $422.7 million at February 28, 1999, a net decrease of
$121.7 million (22%) in comparison to $544.4 million at February 28, 1998. The
decrease is primarily attributable to the elimination of the working capital
investment of divested operations of $92.5 million.  The remaining $29.2
million decrease in the Company's working capital investment is attributable
to the Company-wide emphasis on cash flow generation and maximizing the
Company's return on assets employed.  Management anticipates its working
capital investment will be reduced further during fiscal 2000 as a result of
the completion of its repositioning program and continuing positive effects of
its emphasis on cash flow generation and return on assets employed.  The
working capital investment at February 28, 1998 represents an increase of
$91.8 million (20%) in comparison to the total at February 28, 1997.

Capital expenditures related to continuing operations in fiscal 1999 were
$77.3 million, which was lower than depreciation and amortization expense of
$80.5 million for the year, and reflects a decrease of $59.1 million in
comparison to the level of fiscal 1998's capital expenditures.  The reduced
level of expenditures 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.  Capital expenditures related to continuing
operations in fiscal 1998 were $136.4 million, which exceeded depreciation and
amortization expense of $66.3 million for the year, and reflects an increase
of $42.9 million over fiscal 1997's expenditures of $93.5 million.  The
increased level of expenditures in fiscal 1998 and 1997 relate primarily to
the Company's restructuring efforts, and secondarily to new facilities and
equipment required to support new products and markets, including increased
business opportunities in Europe and South America.  Management anticipates
the Company's capital expenditure requirements will continue at the current
levels in fiscal 2000.


<PAGE>28


Cash provided by earnings in fiscal 1999 was sufficient to fund the Company's
capital expenditure investments, as well as the cash requirements of its
repositioning and restructuring efforts 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, as well as its existing
cash and short-term investments, to help fund the repurchase of its Common
Stock, to make further debt reductions and/or to help fund future strategic
acquisitions.

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

-     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 $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 provisions of the related purchase agreement.  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.

-     During the latter part of fiscal 1997, the Company began to realign and
      refocus its operations, including the closure of certain facilities and
      the termination of approximately 1,700 employees, with a net reduction
      of approximately 1,000 employee positions.  In that regard, the Company
      recognized a restructuring charge of $112.5 million in fiscal 1997
      (including $60.7 million of non-cash 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 activities, the Company
      recognized a repositioning charge in fiscal 1999 in the amount of $66.0
      million, with $63.8 million related to continuing operations, and the
      balance related to discontinued operations.  Approximately $25.0
      million of the charge relates to non-cash items, including $12.1
      million related to inventory, and the balance related primarily to the
      impairment of the value of certain fixed assets.  As of February 28,
      1999, approximately $28.0 million of these charges remain to be
      expended, the substantial part of which will be expended over the next
      18 months.


<PAGE>29


-     In May 1998, the Company announced the completion of its 7.3 million
      share repurchase program approved by the Board of Directors in March
      1997.  The stock was purchased at an average price of $22.00 per share,
      for a total cost of $160.8 million, with approximately 3.8 million
      shares repurchased and retired during fiscal 1999 at an average cost of
      $21.00 per share, or approximately $80.4 million.  Upon completion of
      that program, the Board of directors approved the purchase of an
      additional ten million shares.  Through February 28, 1999 the Company
      acquired and retired approximately 5.7 million shares under the May
      1998 program at an average cost of $17.17 per share, or a total cost of
      approximately $97.8 million.  Total purchases under both authorizations
      in fiscal 1999 were approximately 9.5 million shares at an average cost
      of $18.71 per share, or a total cost of approximately $178.2 million.
      Subsequent to February 28, 1999, the Company acquired and retired the
      remaining 4.3 million shares remaining under the May 1998 program at an
      average cost of $15.75 per share, or a total cost of approximately
      $67.7 million.  The ten million shares acquired under the May 1998
      program were acquired at an average cost of $16.55 per share, or a
      total cost of approximately $165.5 million.  Upon completion of the May
      1998 program in May 1999, the Company's Board of directors approved the
      purchase of an additional ten million shares.  It is expected that such
      shares will be purchased in the open market, or through privately
      negotiated transactions, at prices which the Company considers to be
      attractive.

-     In April 1999, the Company acquired the net assets of Lombardini FIM
      S.p.A., an Italian-based manufacturer of small gasoline and diesel
      engines for $148 million, consisting of $42 million in cash and the
      assumption of $106 million of existing debt.  Lombardini produces small
      engines of up to 50kw (65 horsepower) in power and competes in various
      markets, supplying engines to agricultural, marine, automotive,
      electrical generation and home and lawn care markets, primarily in
      Europe.  It also exports its products to North America, Africa, Latin
      America and Asia.  Lombardini will be managed as a part of the
      Company's Automotive Business Segment.

-     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.


<PAGE>30

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

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 in
      short-term bank deposits and money market instruments, and will
      ultimately be used to help fund future debt reductions, common stock
      repurchases and/or strategic acquisitions.

-     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.

-     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 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).  During
      fiscal 1998, $184.9 million of the 8-3/4% Notes were acquired in open-
      market purchases and the remaining $73.1 million of the 8-3/4% Notes
      were called and redeemed on April 2, 1998.


<PAGE>31


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

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

As of February 28, 1999, the Company had borrowing availability under its
Credit Agreement of $500 million and availability under its various other
domestic and foreign demand lines of credit of approximately $225 million.

Foreign Currency

The Company does not hold or issue derivatives for trading purposes and is not
a party to leveraged derivatives transactions.  The Company's sales from
foreign locations and exports are significant; therefore, the Company does
enter into foreign currency forward contracts from time-to-time as a hedge for
certain existing or anticipated business transactions denominated in various
foreign currencies.  The maximum notional amount of foreign currency forward
contracts outstanding at any one time during fiscal 1999 was not significant.

Results of Operations

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

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

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

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

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 and restructuring charges and segregates the
results related to the Company's discontinued operations from the results of
the Company's continuing operations for all periods presented (dollars in
thousands):


<PAGE>32

<TABLE>
<CAPTION>

                                                 Years Ended The Last Day of February
                                                 ------------------------------------
                                                   1999          1998          1997
                                                   ----          ----          ----
             <S>                                    <C>           <C>           <C>
                                                                   (As Restated)

Net sales from continuing operations             $1,948,600   $1,844,300    $1,717,900
                                                 ----------   ----------    ----------
Operating costs:
  Cost of products sold (before restructuring
   and repositioning charges)                     1,312,900    1,225,000     1,147,700
  Selling and administration                        305,700      297,700       281,100
  Research and development                           53,300       47,400        39,900
  Depreciation and amortization                      80,500       66,300        58,200
                                                  ---------    ---------     ---------
     Total operating costs                        1,752,400    1,636,400     1,526,900
                                                  ---------    ---------     ---------
    Operating income                                196,200      207,900       191,000
Interest expense                                     53,900       49,700        45,800
                                                  ---------    ---------     ---------
  Income from continuing operations,
   before provision for taxes                       142,300      158,200       145,200
Provision for taxes                                  51,200       60,400        56,600
                                                  ---------    ---------     ---------
  Income from continuing operations, before
   repositioning and restructuring charges           91,100       97,800        88,600
Repositioning and restructuring charges,
 net of taxes (represents pretax charges of
 $63.8 million and $112.5 million in
 1999 and 1997, respectively)                       (38,700)       -           (67,500)
                                                  ---------    ---------     ---------
  Income from continuing operations                  52,400       97,800        21,100
                                                  ---------    ---------     ---------
Income from discontinued operations:
  Income from operations, net of taxes                4,100       11,400        17,500
  Gain (loss) on divestitures, net of taxes          (6,300)        -           17,500
                                                  ---------    ---------     ---------
    Income (loss) from discontinued operations       (2,200)      11,400        35,000
                                                  ---------    ---------     ---------
Extraordinary loss from early extinguishment
 of debt, net of tax benefits                        (2,600)     (10,600)         -
                                                  ---------    ---------     ---------
     NET INCOME                                  $   47,600   $   98,600    $   56,100
                                                 ==========   ==========    ==========

</TABLE>


On a consolidated basis, net sales from continuing operations increased $104.3
million (6%) in fiscal 1999 in comparison to fiscal 1998.  The increase was
primarily attributable to the Automotive Segment's internal sales growth and
the inclusion of the results of operations of LPI and several smaller
acquisitions made in fiscal 1999 and the latter half of fiscal 1998.

In the Company's Automotive Segment, net sales in fiscal 1999 increased $96.9
million (11%) in comparison to fiscal 1998.  Internal sales growth, after
adjusting for the LPI and smaller acquisitions, was $56.8 million (6%).  The
internal growth was lead by the Segment's OEM/OES Sector, which increased
approximately $52.2 million (7%) in fiscal 1999 in comparison to fiscal 1998.
OEM/OES growth of 10% was driven primarily by the International markets, with
a slower rate of growth of 2.4% in the U.S.  The U.S. growth was somewhat
hampered by the GM strike which occurred earlier in the fiscal year.  In the
Aftermarket Sector, internal sales growth was $4.6 million (2%) in fiscal 1999
in comparison to fiscal 1998.  The internal growth in this Sector was led by
growth in the U.S., which offset a slight decline in the International
aftermarket.


<PAGE>33

In the Industrial Segment, net sales in fiscal 1999 increased $7.4 million
(1%) in comparison to fiscal 1998.  Internal sales, after adjusting for
smaller acquisitions in the Power Transmission and Fluid Transfer Sector,
experienced a reduction amounting to $29.3 million (5%) for fiscal 1999 in
comparison to fiscal 1998.  Such reduction was primarily attributable to a
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 Sector, which increased 6% over comparable
fiscal 1998.  The Segment's Specialty Filter Sector also contributed to the
increase, with internal sales growth of approximately 3% in fiscal 1999 as
compared to fiscal 1998.

In fiscal 1998, consolidated net sales from continuing operations increased
$126.4 million (7%) in comparison to fiscal 1997.  Such sales were negatively
effected by approximately $60.0 million as a result of unfavorable foreign
currency exchange rate movements during fiscal 1998.  If exchange rates in
fiscal 1998 had remained consistent with the rates in effect in fiscal 1997,
net sales from continuing operations in fiscal 1998 would have increased
approximately 11% in comparison to fiscal 1997.  The increase in fiscal 1998's
sales was primarily attributable to internal growth, and to a lesser extent to
the inclusion of the results of operations of LPI and several smaller
acquisitions from their respective dates of acquisition.

In the Company's Automotive Segment, net sales in fiscal 1998 increased $107.1
million (14%) in comparison to fiscal 1997.  Internal sales growth in fiscal
1998, was approximately 6% in comparison to fiscal 1997.  Such growth was
primarily generated by the Segment's Automotive OEM Sector, with OEM growth in
the U.S. leading the way.  The negative movements in foreign currency exchange
rates during fiscal 1998 related primarily to the Automotive Segment's OEM
business.  In the Aftermarket Sector, internal sales decreased nominally in
fiscal 1998 in comparison to fiscal 1997.

In the Company's Industrial Segment, net sales in fiscal 1998 increased $19.3
million (2%) in comparison to fiscal 1997.  Internal sales growth in fiscal
1998 was approximately 2% in comparison to fiscal 1997.  This increase was led
by the Segment's Power Transmission and Fluid Transfer, and Transportation
Sectors in the U.S.  The Industrial Segment's Power Transmission and Fluid
Transfer operations outside of the U.S. remained relatively flat, year over
year.

Cost of products sold as a percentage of consolidated net sales were 67.4%,
66.4%, and 66.8% in fiscal 1999, 1998 and 1997, respectively.  The increase in
fiscal 1999 is primarily attributable to 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.  The Company
also experienced a negative effect on earnings from the General Motors strike
during fiscal 1999.  The Company began to experience improved margins in the
latter half of fiscal 1999, upon the substantial completion of its
restructuring plan.

<PAGE>34


Selling and administration costs as a percentage of consolidated net sales
were 15.7%, 16.1% and 16.4% in fiscal 1999, 1998 and 1997, respectively. The
reduced level of costs reflects operating efficiencies achieved from the
integration of the operations acquired and the reorganization of the Company's
business segments.  The lower level of costs also indicates the benefits of
the Company's continued emphasis on cost control.

Research and development costs increased by $5.9 million (12%) in fiscal 1999
in comparison to fiscal 1998, which in turn increased by $7.5 million (19%) in
comparison to fiscal 1997.  As a percentage of consolidated net sales, such
costs were approximately 2.7%, 2.6% and 2.3% in fiscal 1999, 1998 and 1997,
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.

Depreciation and amortization expense increased by $14.2 million (21%) in
fiscal 1999 in comparison to fiscal 1998, which in turn increased by $8.1
million (14%) in comparison to fiscal 1997.  The increases are attributable to
increased levels of capital equipment expenditures in fiscal 1998 and 1997 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.  To a lesser extent, additional
goodwill amortization related to acquisitions in the latter part of fiscal
1998, also contributed to the increase.

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

                             1999                1998              1997
                       ----------------    ---------------    --------------
                                 % Of                % Of               % Of
                                Related            Related            Related
                       Amount    Sales     Amount   Sales     Amount   Sales
                       ------   -------    ------  -------    ------  -------
OPERATING INCOME

Automotive             $101.0    10.2%     $104.1   11.6%      $ 91.8  11.7%
Industrial              109.5    11.4%      119.6   12.6%       118.6  12.7%
                       ------              ------              ------
Total operating
 income before
 corporate expenses     210.5    10.8%      223.7   12.1%       210.4  12.2%

Corporate expenses      (14.3)   (0.7)%     (15.8)  (0.8)%      (19.4) (1.1)%
                       ------    -----     ------   -----      ------  -----
Operating income       $196.2    10.1%     $207.9   11.3%      $191.0  11.1%
                       ======    =====     ======   =====      ======  =====


<PAGE>35

The $63.8 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 $38.7 million, or $.59 per diluted share of Common Stock.

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

Interest expense in fiscal 1999 increased $4.2 million (8%) over fiscal 1998,
which in turn increased $3.9 million (9%) over fiscal 1997.  The increase is
primarily due to borrowings incurred to finance the Company's stock repurchase
program and the acquisition of LPI and several smaller acquisitions in fiscal
1999 and the latter part of fiscal 1998.  This increase was partially offset
by the benefits of proceeds from asset divestitures and reduced rates on the
Company's domestic debt, primarily related to the issuance of the 7-1/2% and
4-3/4% Notes in the latter part of fiscal 1998 to refinance higher rate debt.
The increase in fiscal 1998 is primarily the result of increased borrowings
required to finance the Imperial Eastman and other smaller acquisitions.
Interest expense also reflects the benefits of amounts allocated to
discontinued operations, which amounted to $13.1 million, $11.9 million and
$13.2 million in fiscal 1999, 1998 and 1997, respectively.

The effective tax rate as a percentage of pre-tax accounting income for fiscal
1999 reflects an expense of 36.0%, compared to an expense of approximately
38.2% and 39.0% in fiscal 1998 and 1997, respectively.  The decrease in the
effective tax rate in fiscal 1999 as compared to fiscal 1998 and 1997 is
primarily the result of a more favorable mix of foreign income, as well as the
benefits of certain tax planning strategies.

The Company's income from continuing operations in fiscal 1999, 1998 and 1997
was made up of the following elements (dollars in thousands, except per share
amounts):
                                                     1999     1998    1997
                                                     ----     ----    ----
     Elements of the Company's income from
     continuing operations:
       Before repositioning/restructuring charges  $ 91,100  $97,800 $ 88,600
       Repositioning/restructuring charges          (38,700)    -     (67,500)
                                                   --------  ------- --------
         Income from continuing operations         $ 52,400  $97,800 $ 21,100
                                                   ========  ======= ========
     Diluted income per share from
     continuing operations:
       Before repositioning/restructuring charges  $   1.51  $  1.49 $   1.33
       Repositioning/restructuring charges             (.59)     -      (1.01)
                                                   --------  ------- --------
          Income from continuing operations        $    .92  $  1.49 $    .32
                                                   ========  ======= ========


<PAGE>36


Income from continuing operations in fiscal 1999 (before the repositioning
charge) decreased $6.7 million (7%) over the comparable amount for fiscal
1998, which in turn increased $9.2 million (10%) over fiscal 1997 (before the
restructuring charge).  On a diluted per share basis, such amount for fiscal
1999 represents an increase of $.02 (1%) over the comparable amount for fiscal
1998, which in turn increased $.16 (12%) over fiscal 1997. The diluted per
share increase in fiscal 1999 is a result of reduced weighted average shares
outstanding as a result of the Company's stock repurchase program, which more
than offset the effect of the decrease in income from continuing operations.

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.

Impact of the Year 2000 Issue

The Year 2000 Issue is the result of computer software programs being written
using two digits rather than four to define the applicable year.  Any of the
Company's software programs, computer hardware or equipment that have date-
sensitive software or embedded chips may recognize a date using "00" as the
year 1900 rather than the year 2000.  This could result in a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices,
manufacture products or engage in other normal business activities.

The Company has developed a formal plan to ensure that all of its significant
date-sensitive computer software and hardware systems ("Information
Technology") and other equipment utilized in its various manufacturing,
distribution and administration activities (utilizing embedded chips or
software..."Operating Equipment") will be Year 2000 compliant and operational
on a timely basis.  The plan addresses all of the Company's locations
throughout the world, and includes a review of computer applications that
connect elements of the Company's business directly to its customers and
suppliers.  The plan also includes an assessment process to determine that the
Company's significant customers and suppliers ("Third-Party Activities") will
also be Year 2000 compliant.

The Company's plan to resolve the Year 2000 Issue includes four major phases -
assessment, remediation, testing, and implementation.  The Company has
substantially completed the assessment phase of its plan for all of its
significant Information Technology and Operating Equipment that it believes
could be affected by the Year 2000 Issue.  Based upon its assessment, the
Company concluded that it would be necessary to reprogram and/or replace
certain of its Information Technology.  The Company also determined that
certain of its Operating Equipment would also require modifications to make
sure they remain operational.

<PAGE>37

For its Information Technology exposures, the Company is approximately 98%
complete on the remediation phase for all of its significant systems, and
estimates that it will complete software reprogramming and/or replacement by
the end of the first quarter of fiscal 2000.  To date, the Company has
completed approximately 95% of its testing and has implemented approximately
90% of the required remediation for such systems.  The testing and
implementation phases are targeted to be substantially completed during the
second quarter of fiscal 2000.

The remediation of Operating Equipment is approximately 90% complete,and the
Company is targeting substantial completion of its related remediation efforts
by the end of the first quarter of fiscal 2000.  Testing and implementation of
the affected equipment is also targeted to be substantially completed during
the second quarter of fiscal 2000.

With respect to Third-Party Activities, the Company has made inquiries of its
significant customers and suppliers and, at the present time, is not aware of
problems that would materially impact the Company's operations.  However, the
Company has no means of ensuring that these customers and suppliers (and in
turn their customers and suppliers) will be Year 2000 compliant in a timely
manner.  The inability of these parties to successfully resolve their Year
2000 issues could have a material adverse effect on the Company.

The Company is utilizing both internal and external resources to reprogram or
replace, test, and implement the required Year 2000 modifications.  The
Company's total cost to address the Year 2000 Issue is estimated at $9.3
million and is being funded through operating cash flow.  The elements of such
costs are as follows (amounts in thousands):

                                          Incurred
                                          Through     Costs Yet     Total
                                        February 28,    To Be     Estimated
                                            1999      Incurred       Cost
                                        -----------   --------    ---------
      Capital expenditures related to
       new systems and equipment          $1,600       $1,500      $ 3,100
      Operating expenses related to
       modifications of existing
       systems and equipment               4,600        1,600        6,200
                                          ------       ------      -------
            Total costs                   $6,200       $3,100      $ 9,300
                                          ======       ======      =======

The Company's plan to complete its Year 2000 modifications is based on
management's best estimates, which were derived utilizing numerous assumptions
of future events, including the continued availability of certain resources,
and other factors.  Management does not believe that the cost of achieving
Year 2000 compliance will significantly impact the results of the Company's
operations or its financial position.  However, there can be no guarantee that
these estimates will be achieved and actual results could differ materially
from those plans.  Specific factors that might cause such material differences
include, but are not limited to, the availability and cost of personnel
trained in this area, the ability to locate and correct all relevant computer
codes, the ability of the Company's significant customers and suppliers (and,
in turn, their significant customers and suppliers) to also achieve Year 2000
compliance, and similar uncertainties.

<PAGE>38

The Company presently believes that with modifications and replacement of
existing hardware and software, and continued contact with its significant
customers and suppliers, problems related to the Year 2000 Issue can be
mitigated.  However, if such modifications and replacements are not
successfully completed, and if the Year 2000 plans of its significant
customers and suppliers are not completed on a timely basis, the Year 2000
Issue could have a material adverse effect on the Company's results of
operations, cash flows and financial condition.

Euro Conversion

On January 1, 1999, the Euro became the common currency of eleven of the
fifteen member states of the European Union.   After the introduction of the
Euro, the national currencies will remain legal tender in the participating
countries until mid-calendar-year 2002.  During the dual currency phase,
businesses must be capable of conducting commercial transactions in either the
Euro or the national currency.  After the dual currency phase, all businesses
in participating countries must conduct all transactions in the Euro and must
convert their financial records and reports to be Euro-based.  The Company
expects that all its facilities will be capable of complying with the Euro
conversion timetable and with customer requirements for quoting and billing in
Euro dollars.  The Company's information technology systems are currently
meeting the dual currency phase requirements, and it is anticipated that the
final phase of the Euro conversion will not have a negative effect on 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;

<PAGE>39


      d.    the level of consumer demand for the Company's aftermarket
            products, which varies based on such factors as the severity of
            winter weather, the age of automobiles in the Company's markets
            and the impact of improvements or changes in original equipment
            products;
      e.    the effect of changes in the distribution channels for the
            Company's aftermarket and industrial products;
      f.    the strength of the U.S. dollar against currencies of other
            countries where the Company operates, as well as cross-currencies
            between the Company's operations outside of the U.S. and other
            countries with whom they transact business; and
      g.    the successful completion of the Company's Year 2000 plan, as
            well as the plans of its significant customers and suppliers.

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>40

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
----------------------------------------------------
                        Index to Financial Statements

                                                                          Page
Report of Independent Accountants for
   each of the three fiscal years in the
   period ended February 28, 1999                                          41

Consolidated Balance Sheets at February 28, 1999
 and 1998                                                                  42

Consolidated Statements of Income for each of
  the three fiscal years in the period ended
  February 28, 1999                                                        43

Consolidated Statements of Stockholders' Equity for
  each of the three fiscal years in the period
  ended February 28, 1999                                                  44

Consolidated Statements of Comprehensive Income
 for each of the three fiscal years in the period
 ended February 28, 1999                                                   45

Consolidated Statements of Cash Flows
  for each of the three fiscal years in
  the period ended February 28, 1999                                       46

Notes to Consolidated Financial Statements                                 47



<PAGE>41



                       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") as of
February 28, 1999 and 1998, and the results of their operations and their cash
flows for each of the three fiscal years in the period ended February 28,
1999, in conformity with generally accepted accounting principles.  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
generally accepted auditing standards 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 22, 1999



<PAGE>42



                                 MARK IV INDUSTRIES, INC.
                                CONSOLIDATED BALANCE SHEETS
                                FEBRUARY 28, 1999 and 1998
                                  (Dollars in Thousands)



ASSETS                                             1999             1998
                                                   ----             ----

Current Assets:
  Cash and short-term investments               $  125,700       $  120,900
  Accounts receivable                              406,000          466,400
  Inventories                                      297,600          393,400
  Other current assets                             133,300          105,600
                                                ----------       ----------
      Total current assets                         962,600        1,086,300

Pension and other non-current assets               185,500          226,600
Property, plant and equipment, net                 562,300          668,400
Cost in excess of net assets acquired              369,300          439,200
                                                ----------       ----------
      TOTAL ASSETS                              $2,079,700       $2,420,500
                                                ==========       ==========
LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities:
  Notes payable and current maturities          $   57,800       $  133,800
  8-3/4% Notes, called for redemption                 -              73,100
  Accounts payable                                 219,900          222,400
  Compensation related liabilities                  79,000           75,500
  Accrued interest                                  23,200           28,600
  Other current liabilities                         92,100           94,500
                                                ----------       ----------
      Total current liabilities                    472,000          627,900
                                                ----------       ----------
Long-Term Debt:
  Senior debt                                       24,700           21,400
  Subordinated debt                                772,800          772,500
                                                ----------       ----------
      Total long-term debt                         797,500          793,900
                                                ----------       ----------
Other non-current liabilities                      213,500          246,700
                                                ----------       ----------
Stockholders' Equity:
  Preferred stock - $.01 par value;
   Authorized 10 million shares;
   No issued shares                                   -               -
  Common stock - $.01 par value;
   Authorized 200 million shares;
   Issued 53.4 million shares in 1999 and
   62.9 million shares in 1998                         500              600
  Additional paid-in capital                       440,700          617,800
  Retained earnings                                203,300          167,100
  Foreign currency translation adjustment          (47,800)         (33,500)
                                                ----------       ----------
      Total stockholders' equity                   596,700          752,000
                                                ----------       ----------
      TOTAL LIABILITIES
       & STOCKHOLDERS' EQUITY                   $2,079,700       $2,420,500
                                                ==========       ==========

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


<PAGE>43

<TABLE>
<CAPTION>

                                 MARK IV INDUSTRIES, INC.
                            CONSOLIDATED STATEMENTS OF INCOME
                 YEARS ENDED THE LAST DAY OF FEBRUARY 1999, 1998 and 1997
                       (Amounts in Thousands, Except Per Share Data)





                                                    1999         1998          1997
                                                    ----         ----          ----
            <S>                                      <C>          <C>           <C>
                                                                   (As Restated)

Net sales from continuing operations             $1,948,600   $1,844,300    $1,717,900
                                                 ----------   ----------    ----------
Operating costs:
  Cost of products sold (including $63.8
   million and $112.5 million related to
   repositioning and restructuring charges
   in 1999 and 1997, respectively)                1,376,700    1,225,000     1,260,200
  Selling and administration                        305,700      297,700       281,100
  Research and development                           53,300       47,400        39,900
  Depreciation and amortization                      80,500       66,300        58,200
                                                 ----------   ----------    ----------
     Total operating costs                        1,816,200    1,636,400     1,639,400
                                                 ----------   ----------    ----------
    Operating income                                132,400      207,900        78,500
Interest expense                                     53,900       49,700        45,800
                                                 ----------   ----------    ----------
  Income from continuing operations,
   before provision for taxes                        78,500      158,200        32,700
Provision for taxes                                  26,100       60,400        11,600
                                                 ----------   ----------    ----------
  Income from continuing operations                  52,400       97,800        21,100
                                                 ----------   ----------    ----------
Income from discontinued operations:
  Income from operations, net of taxes                4,100       11,400        17,500
  Gain (loss) on divestitures, net of taxes          (6,300)        -           17,500
                                                 ----------   ----------    ----------
    Income (loss) from discontinued operations       (2,200)      11,400        35,000
                                                 ----------   ----------    ----------
Extraordinary loss from early extinguishment
 of debt, net of tax benefits                        (2,600)     (10,600)         -
                                                 ----------   ----------    ----------
     NET INCOME                                  $   47,600   $   98,600    $   56,100
                                                 ==========   ==========    ==========
Net income per share of common stock:
  Basic:
   Income from continuing operations             $      .92   $     1.52    $      .32
   Income (loss) from discontinued operations          (.04)         .18           .52
   Extraordinary loss                                  (.04)        (.16)          -
                                                 ----------   ----------    ----------
     NET INCOME                                  $      .84   $     1.54    $      .84
                                                 ==========   ==========    ==========

  Diluted:
   Income from continuing operations             $      .92   $     1.49    $      .32
   Income (loss) from discontinued operations          (.03)         .17           .52
   Extraordinary loss                                  (.04)        (.16)          -
                                                 ----------   ----------    ----------
     NET INCOME                                  $      .85   $     1.50    $      .84
                                                 ==========   ==========    ==========

Weighted average number of shares outstanding:
  Basic                                              56,900       64,100        66,300
                                                 ==========   ==========    ==========
  Diluted                                            65,500       67,400        66,700
                                                 ==========   ==========    ==========


</TABLE>


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




<PAGE>44
<TABLE>
<CAPTION>


                                 MARK IV INDUSTRIES, INC.
                      CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 YEARS ENDED THE LAST DAY OF FEBRUARY 1999, 1998 AND 1997
                       (Dollars in Thousands, Except Per Share Data)


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

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

  Net income for fiscal 1997                                  56,100
  Cash dividends of $.138 per share                           (9,100)
  Stock dividend of 5%                  100       77,300     (77,400)
  Restricted stock amortization                    1,300
  Stock options activity,
   including related tax benefits                    300
  Translation adjustment                                                  (15,700)
                                    -------     --------     -------     --------
Balance at February 28, 1997            700      696,500      79,300      (18,100)

  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)
                                    =======     ========    ========     ========


</TABLE>

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


<PAGE>45


                                 MARK IV INDUSTRIES, INC.
                      CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                 YEARS ENDED THE LAST DAY OF FEBRUARY 1999, 1998 AND 1997
                                  (Dollars in Thousands)




                                             1999       1998       1997
                                           --------   --------   --------

Net income                                 $ 47,600   $ 98,600   $ 56,100

Balance sheet effect of foreign
 currency translation adjustments           (14,300)   (15,400)   (15,700)
                                           --------   --------   --------
Comprehensive net income                   $ 33,300   $ 83,200   $ 40,400
                                           ========   ========   ========









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



<PAGE>46

<TABLE>
<CAPTION>

                                 MARK IV INDUSTRIES, INC.
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                 YEARS ENDED THE LAST DAY OF FEBRUARY 1999, 1998 AND 1997
                                  (Dollars in Thousands)

                                                 1999        1998        1997
                                                 ----        -----       ----
                <S>                               <C>         <C>         <C>
                                                              (As Restated)
 Cash flows from operating activities:
  Income from continuing operations            $ 52,400    $ 97,800    $ 21,100
  Items not affecting cash:
   Depreciation and amortization                 80,500      66,300      58,200
   Deferred income taxes                         34,700      47,200      15,800
   Pension income, net of other items           (22,700)    (15,100)     (5,900)
   Repositioning and restructuring
    charges, net of tax                           5,800        -         36,400
  Changes in assets and liabilities, net
   of effects of acquired and
   divested businesses:
    Accounts receivable                          (5,800)    (39,300)    (37,500)
    Inventories                                  15,900     (10,100)    (33,800)
    Other assets                                   (500)     (5,400)    (20,000)
    Accounts payable and other liabilities      (24,300)    (53,400)      9,400
                                               --------    --------    --------
     Net cash provided by continuing
      operating activities                      136,000      88,000      43,700
  Net cash provided by
   discontinued operations                       18,600      22,400      17,200
  Extraordinary items before deferred charges    (3,300)    (11,700)       -
                                               --------    --------    --------
    Net cash provided by operating activities   151,300      98,700      60,900
                                               --------    --------    --------
Cash flows from investing activities:
  Acquisitions - continuing operations           (8,300)    (82,700)    (95,200)
  Acquisitions - discontinued operations           -         (7,500)       -
  Divestitures and asset sales                  271,900      36,700     276,600
  Purchase of plant and equipment, net:
    Continuing operations                       (77,300)   (134,500)    (90,700)
    Discontinued operations                      (3,500)    (19,000)    (20,200)
                                               --------    --------    --------
     Net cash provided by (used in)
      investing activities                      182,800    (207,000)     70,500
                                               --------    --------    --------
Cash flows from financing activities:
  Credit agreement borrowings, net                 -           -        (97,300)
  Issuance of subordinated debt, net of fees       -        515,400        -
  Retirement of subordinated debt               (73,100)   (184,900)       -
  Other changes in long-term debt, net           11,100       1,400     (16,700)
  Changes in short-term bank borrowings         (83,800)    (13,100)     (8,200)
  Common stock transactions                    (178,100)    (80,100)        300
  Cash dividends paid                           (11,400)    (10,800)     (9,100)
  Discontinued operations                         6,000        -           -
                                               --------   ---------    --------
     Net cash provided by (used in)
      financing activities                     (329,300)    227,900    (131,000)
                                               --------   ---------    --------
     Net increase in cash and
      short-term investments                      4,800     119,600         400
Cash and short-term investments:
  Beginning of the year                         120,900       1,300         900
                                               --------    --------    --------
  End of the year                              $125,700    $120,900    $  1,300
                                               ========    ========    ========
</TABLE>

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


<PAGE>47


                           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 requires
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 revenues 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 the cash and short-term investments as of February 28,
1999 and 1998.  For purposes of cash flows, the Company considers overnight
investments as cash equivalents.  The Company paid interest of approximately
$75.4 million, $58.0 million and $62.0 million in fiscal 1999, 1998 and 1997,
respectively. The Company paid income taxes of approximately $33.9 million,
$27.0 million and $26.0 million in fiscal 1999, 1998 and 1997, 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>48


                           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 business.

Foreign Currency

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, while those related to
anticipated transactions are recognized as of the balance sheet date.  The
Company does not hold or issue derivatives for trading purposes and is not a
party to leveraged derivatives transactions.

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 fiscal year ending February 28, 2001.  Management is in the process
of assessing the impact of its SFAS No. 133 adoption; however, it anticipates
the effect on its financial statements will not be significant.

<PAGE>49


                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Segment Reporting

In fiscal 1999, the Company adopted Statement of Financial Accounting
Standards No. 131 - Disclosures about Segments of an Enterprise and Related
Information (SFAS No. 131).  The new Statement supersedes SFAS No. 14,
Financial Reporting for Segments of a Business Enterprise, replacing the
"industry segment" approach with the "management" approach.  The management
approach defines the Company's reportable business segments based upon the
internal organization used by management for making operating decisions and
assessing overall performance.  SFAS No. 131 also requires disclosures about
products and services, geographic areas, and major customers.  The adoption of
SFAS No. 131 did not affect results of operations or financial position of the
Company.  It also did not have a significant effect on the Company's
disclosure of its segment information, as its segments had previously been
presented consistent with the current management approach required by SFAS No.
131 (as identified in Note 13).

Earnings Per Share of Common Stock

The Company adopted Statement of Financial Accounting Standards No. 128 -
Earnings Per Share (SFAS No. 128) in the fourth quarter of fiscal 1998.  SFAS
No. 128 is intended to simplify the earnings per share computations and make
them more comparable from company to company.

Basic earnings per share is 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
12 to these consolidated financial statements.  Tax benefits received by the
Company upon the exercise and subsequent sale of the options by its employees
are recognized as an increase in additional paid-in capital as they occur.

Reclassifications

Certain reclassifications of 1998 and 1997 financial statements and related
footnote amounts have been made to conform with the 1999 presentation.

<PAGE>50

                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.    Restructuring and Repositioning Charges

During the latter part of fiscal 1997, the Company began to realign and
refocus its operations, including the closure of certain facilities and the
termination of approximately 1,700 employees, with a net reduction of
approximately 1,000 employee positions.  The restructuring was substantially
completed in fiscal 1999.  In that regard, the Company recognized a
restructuring charge of $112.5 million in fiscal 1997 (including $60.7 million
of non-cash charges), and such amount has been included in cost of products
sold in the accompanying consolidated statement of income.  As of February 28,
1999, approximately $12.0 million of this charge remains to be expended,
related primarily to the run-out of severance and lease commitments.


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 discussed above.  As a result of these developments, the Company
recognized a charge in fiscal 1999 in the amount of $66.0 million, with $63.8
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, and is made up of the following elements (dollars
in thousands):


                                                       Amounts      Balance
                                                     Expended or   Remaining
                                                       Adjusted        at
                                           Initial     During     February 28,
                                           Charge    Fiscal 1999      1999
                                           ------    -----------  -----------
    Continuing Operations:
       Non-cash charges                   $24,800     $(24,800)      $  -
       Costs to complete the fiscal
        1997 restructuring plan            21,900      (21,900)         -
       Facility closing and lease
        run-out costs                       7,500         (300)        7,200
       Severance and other costs            9,600         (500)        9,100
                                          -------     --------       -------
           Total costs related to
            continuing operations          63,800      (47,500)       16,300
    Discontinued operations                 2,200       (2,200)         -
                                          -------     --------       -------
            Total costs                   $66,000     $(49,700)      $16,300
                                          =======     ========       =======


The non-cash charge includes $12.1 million related to inventory, with the
balance related primarily to the impairment of the value of certain fixed
assets.  The after-tax effect of the charge reduced income from continuing
operations by $38.7 million and reduced diluted income per share from
continuing operations by $.59 in fiscal 1999.


<PAGE>51

                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.  Acquisitions and Divestitures

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 fiscal 1997, the Company acquired the net assets of Imperial Eastman for a
cash purchase price of approximately $78.0 million.  Imperial Eastman is a
manufacturer and marketer of a broad range of thermoplastic hydraulic and
pneumatic hose assemblies and steel and brass couplings, adapters and fittings
for both high and low pressure applications.  Imperial Eastman is included in
the Company's Industrial business segment.

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.

The results of operations of these separate 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 1999.  The consolidated statements of income and cash flows
for fiscal 1998 and 1997 have been restated to reflect such discontinued
operations in a manner consistent with the presentation for fiscal 1999.  The
results of operations of these discontinued businesses up to their respective
disposal dates were as follows (dollars in thousands):

                                        1999            1998          1997
                                        ----            ----          ----
        Sales                         $363,000        $365,900      $358,100
                                      ========        ========      ========
        Income before interest
         and taxes                    $ 19,200        $ 30,400      $ 32,200
        Interest expense allocated     (13,100)        (11,900)      (13,200)
        Provision for taxes             (2,000)         (7,100)       (7,400)
                                      --------        --------      --------
          Income from discontinued
           operations                 $  4,100        $ 11,400      $ 11,600
                                      ========        ========      ========

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.

In fiscal 1997, the Company sold its Professional Audio business, as well as a
number of other non-core businesses.  The results of operations for such
divested businesses have been presented as discontinued operations in the
Company's consolidated statements of income through their respective disposal
dates.



<PAGE>52


                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4.  Accounts Receivable and Inventories

Accounts receivable are reflected net of allowances for doubtful accounts of
$9.6 million and $13.6 million at February 28, 1999 and 1998, respectively.
The amount at February 28, 1998 includes $2.4 million related to discontinued
operations.

Inventories consist of the following at February 28, 1999 and 1998 (dollars in
thousands):
                                                     1999           1998
                                                     ----           ----
             Raw materials                         $ 76,200       $ 86,200
             Work-in-process                         51,600         73,000
             Finished goods                         169,800        234,200
                                                   --------       --------
                       Total                       $297,600       $393,400
                                                   ========       ========

The total at February 28, 1998 includes $66.0 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 $31.8 million
and $38.7 million at February 28, 1999 and 1998, respectively. The excess at
February 28, 1998 includes approximately $9.2 million related to discontinued
operations.

5.  Property, Plant and Equipment

Property, plant and equipment are stated at cost and consist of the following
at February 28, 1999 and 1998 (dollars in thousands):
                                                      1999         1998
                                                      ----         ----

         Land and land improvements                 $ 24,900     $ 25,900
         Buildings                                   174,700      179,900
         Machinery and equipment                     599,200      658,000
                                                    --------     --------
          Total property, plant and equipment        798,800      863,800
         Less accumulated depreciation               236,500      195,400
                                                    --------     --------
          Property, plant and equipment, net        $562,300     $668,400
                                                    ========     ========

The net amount at February 28, 1998 includes $111.3 million related to
discontinued operations.

Depreciation expense related to continuing operations was approximately $68.6
million, $56.1 million and $48.1 million in fiscal 1999, 1998 and 1997,
respectively.

6.  Cost in Excess of Net Assets Acquired

Cost in excess of net assets acquired is presented net of accumulated
amortization of approximately $54.3 million and $51.1 million at February 28,
1999 and 1998, respectively.  Cost in excess of net assets acquired at
February 28, 1999 reflects approximately $12.9 million related to the
Company's acquisitions in fiscal 1999, as well as final purchase accounting
for acquisitions completed in fiscal 1998.  Cost in excess of net assets
acquired at February 28, 1999 also reflects the elimination of approximately
$64.1 million related to discontinued operations. Amortization expense related
to continuing operations was approximately $10.4 million, $8.7 million and
$7.9 million in fiscal 1999, 1998 and 1997, respectively.


<PAGE>53


                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


7.  Long-Term Debt
Long-term debt consists of the following at February 28, 1999 and 1998
(dollars in thousands):
                                                    1999              1998
                                                    ----              ----

   Senior debt:
     Credit Agreement                            $     -           $     -
     Other items                                     42,400            31,200
                                                 ----------        ----------
       Total senior debt                             42,400            31,200
     Less current maturities                        (17,700)           (9,800)
                                                 ----------        ----------
       Net senior debt                               24,700            21,400
                                                 ----------        ----------
   Subordinated debt:
     4-3/4% Convertible Subordinated Notes          275,000           275,000
     7-1/2% Senior Subordinated Notes               248,900           248,800
     7-3/4% Senior Subordinated Notes               248,900           248,700
     8-3/4% Senior Subordinated Notes                  -               73,100
                                                 ----------        ----------
       Total subordinated debt                      772,800           845,600
     Less current portion                              -              (73,100)
                                                 ----------        ----------
       Net subordinated debt                        772,800           772,500
                                                 ----------        ----------
       Total long-term debt                         797,500           793,900
   Stockholders' equity                             596,700           752,000
                                                 ----------        ----------
       Total capitalization                      $1,394,200        $1,545,900
                                                 ==========        ==========
       Long-term debt as a percentage
        of total capitalization                       57.2%             51.4%
                                                 ==========        ==========

The Company's primary credit agreement (the Credit Agreement) provides for a
non-amortizing revolving credit facility through March 2001, with borrowing
availability of $400 million under a domestic facility (the Domestic Credit
Facility) and $100 million under a multi-currency facility (the Multi-Currency
Credit Facility).  The Multi-Currency Credit Facility permits borrowings to be
made in 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
28, 1999, the Applicable Margin and Facility Fee Rate are 0.225% and 0.15%,
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 of such subsidiaries.


<PAGE>54


                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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.

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.

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 debt.  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 28, 1999 and 1998 was approximately $726
million and $794 million, respectively.

Annual maturities of long-term debt for the next five fiscal years are
approximately: 2000 - $17.7 million; 2001 - $6.8 million; 2002 - $5.4 million;
2003 - $5.8 million; 2004 - $2.4 million.

8.  Leases

The Company has operating leases which expire at various dates through 2010
with, in some instances, cost escalation and renewal provisions.  Total rental
expense under operating leases related to continuing operations was
approximately $13.9 million, $13.2 million and $15.0 million in fiscal 1999,
1998 and 1997, respectively.  Future minimum rental payments under operating
leases are approximately:  2000-$10.0 million; 2001-$9.3 million; 2002-$9.1
million; 2003-$8.5 million; 2004-$7.1 million; and 2005 and thereafter - $18.6
million.


<PAGE>55

                           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 1999, 1998 and 1997 consists of the following
(dollars in thousands):

                                           1999        1998       1997
                                           ----        ----       ----
Income before provision for taxes:
   United States                         $ 87,300     $ 98,000   $ 77,000
   International                           55,000       60,200     68,200
   Repositioning/restructuring charge     (63,800)        -      (112,500)
                                         --------     --------   --------
       Total                             $ 78,500     $158,200   $ 32,700
                                         ========     ========   ========
Provision for taxes:
  Currently payable:
   United States                         $  1,500     $  1,500   $ 22,000
   International                           15,000       17,800     18,800
   Repositioning/restructuring related     (6,100)      (6,100)   (31,700)
                                         --------     --------   --------
       Total currently payable             10,400       13,200      9,100
                                         --------     --------   --------
  Deferred:
   United States                           29,900       35,900      6,800
   International                            4,800        5,200      9,000
   Repositioning/restructuring related    (19,000)       6,100    (13,300)
                                         --------     --------   --------
       Total deferred                      15,700       47,200      2,500
                                         --------     --------   --------
       Total provision for taxes         $ 26,100     $ 60,400   $ 11,600
                                         ========     ========   ========


The provision for taxes on income from continuing operations for fiscal 1999,
1998 and 1997 differs from the amount computed using the United States
statutory income tax rate as follows (dollars in thousands):


                                            1999       1998       1997
                                            ----       ----       ----
Expected tax at United States
 statutory income tax rate                $27,500    $55,400    $ 11,500
Permanent differences                       1,000      2,200       2,000
State and local income taxes                1,200      2,000      (1,000)
International tax rate differences
 and other items, net                      (3,600)       800        (900)
                                          -------    -------    --------
    Total provision for taxes             $26,100    $60,400    $ 11,600
                                          =======    =======    ========


<PAGE>56



                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The tax effects of temporary differences which give rise to a significant
portion of deferred tax assets (liabilities) consist of the following at
February 28, 1999 and 1998 (dollars in thousands):

                                                     1999         1998
                                                    ------       ------
Current:
   Tax credit carryforwards                       $ 19,500      $ 18,400
   International items, net                         13,500        15,200
   Insurance related liabilities                    11,700        10,200
   Repositioning/restructuring liabilities          11,300         6,600
   Compensation related liabilities                  4,900         6,600
   Other current items                               3,600       (11,600)
                                                  --------      --------
     Net current asset                            $ 64,500      $ 45,400
                                                  ========      ========
Non-current:
   Fixed and intangible assets                    $(39,500)     $(53,100)
   Pension and postretirement related items        (28,400)      (18,200)
   Capital and operating loss carryforwards         34,100        13,900
   Other non-current items                            (100)      (12,000)
                                                  --------      --------
     Total non-current liability                   (33,900)      (69,400)
   Valuation allowance                             (14,000)         -
                                                  --------      --------
     Net non-current liability                    $(47,900)     $(69,400)
                                                  ========      ========

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 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.  The valuation allowance
represents a reserve for the capital loss carryforwards.  Such losses, which
expire in 2004, may be used to offset future capital gains.


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
                                           -----------------------------
                                           1999        1998        1997
Change in Plan Assets:                     ----        ----        ----

  Fair value of plan assets at
   the beginning of the year             $ 471,400   $ 418,000   $ 366,400
  Acquisitions                                -           -         20,800
  Actual return on plan assets             (22,800)     95,000      57,300
  Benefits paid                            (34,000)    (41,600)    (26,500)
                                         ---------   ---------   ---------
  Fair value of plan assets at
   the end of the year                   $ 414,600   $ 471,400   $ 418,000
                                         =========   =========   =========


<PAGE>57


                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                           Defined Benefit Pension Plans
                                           -----------------------------
                                            1999        1998        1997
                                            ----        ----        ----
Change in Benefit Obligations:

  Benefit obligations at the
   beginning of the year                 $(356,000)  $(337,100)  $(303,100)
  Acquisitions                                -           -        (24,500)
  Service cost                              (5,200)     (4,800)     (5,600)
  Interest cost                            (24,000)    (23,800)    (23,300)
  Curtailment gains (losses)                 6,000        (400)     (2,400)
  Special termination benefits                -           -        (16,000)
  Change in the discount rate                 -        (17,900)       -
  Other actuarial gains (losses)           (15,300)    (13,600)     11,300
  Benefits paid                             34,000      41,600      26,500
                                         ---------   ---------   ---------
   Benefit obligations at the
    end of the year                      $(360,500)  $(356,000)  $(337,100)
                                         =========   =========   =========
Funded Status Reconciliation:

  Funded status                          $  54,100   $ 115,400   $  80,900
  Unrecognized actuarial losses             96,100      12,600      30,900
  Unrecognized prior service costs           1,500       1,700       1,100
                                         ---------   ---------   ---------
   Prepaid benefit recognized in the
    consolidated balance sheet
    at the end of the year               $ 151,700   $ 129,700   $ 112,900
                                         =========   =========   =========
Components of Net Pension Income
(Expense):
  Service cost                           $  (5,200)  $  (4,800)  $  (5,600)
  Interest cost                            (24,000)    (23,800)    (23,300)
  Expected return on plan assets            52,300      45,700      42,900
  Curtailment losses                          -           (400)     (2,400)
  Special termination benefits                -           -        (16,000)
  Amortization of unrecognized losses         -           -         (1,000)
                                         ---------   ---------   ---------
    Net pension income (expense)
     for the year                        $  23,100   $  16,700   $  (5,400)
                                         =========   =========   =========


Plan assets include Common Stock of the Company with a total market value of
$30.4 million as of February 28, 1999.  The special termination benefits of
$16.0 million in fiscal 1997 relate to the Company's restructuring activities,
as discussed in Note 2.  The net pension income identified above includes
service cost expense related to discontinued operations of approximately $1.3
million, $1.2 million and $1.1 million in fiscal 1999, 1998 and 1997,
respectively.


<PAGE>58

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

                                            1999        1998        1997
                                            ----        ----        ----
Change in Benefit Obligations:

  Benefit obligations at the
   beginning of the year                $ (95,600)  $ (88,200)  $ (84,100)
  Acquisitions                               -           -         (4,100)
  Service cost                               (600)       (500)       (600)
  Interest cost                            (6,300)     (6,200)     (6,200)
  Curtailment gains                         6,900        -          2,900
  Change in the discount rate                -         (3,500)       -
  Other actuarial losses                   (1,700)     (7,300)     (5,100)
  Benefits paid                            11,300      10,100       9,000
                                        ---------   ---------   ---------
   Benefit obligations at the
     end of the year                    $ (86,000)  $ (95,600)  $ (88,200)
                                        =========   =========   =========
Funded Status Reconciliation:

  Funded status                         $ (86,000)  $ (95,600)  $ (88,200)
  Unrecognized actuarial losses            22,200      29,300      18,300
  Unrecognized prior service costs           (400)       (900)       (300)
                                        ---------   ---------   ---------
   Accrued liability recognized
    in the consolidated balance
    sheet at the end of the year        $ (64,200)  $ (67,200)  $ (70,200)
                                        =========   =========   =========
Components of Expense for Other
 Postretirement Benefits:

  Service cost                          $   (600)   $    (500)  $    (600)
  Interest cost                           (6,300)      (6,200)     (6,200)
  Curtailment gains                         -            -          2,900
  Amortization of unrecognized losses     (1,300)        (600)       (100)
                                        --------    ---------   ---------
     Net expense for the year           $ (8,200)   $  (7,300)  $  (4,000)
                                        ========    =========   =========


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:

   Expected return on plan assets            11.5%        11.5%        11.5%
   Discount rate                              7.0%         7.0%         7.5%
   Rate of compensation increase              3.0%         4.0%         4.0%


<PAGE>59


                           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 2000, decreasing by 1% per year to an
ultimate level of 4.5% in fiscal 2002.  In that regard, the impact of a 1%
change in the health care cost trend rate would change the benefit obligations
by $1.7 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 $11.6 million, $12.9 million and $14.5 million in fiscal 1999,
1998 and 1997, respectively, the substantial part of which was funded
currently.

11.  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                  1999       1998      1997
   --------------------------                  ----       ----      ----
   Net income                                $47,600    $ 98,600   $56,100
                                             =======    ========   =======
   Weighted average
    common shares outstanding                 56,900      64,100    66,300
                                             =======    ========   =======
   Basic net income per share                $   .84    $   1.54   $   .84
                                             =======    ========   =======
   Diluted Net Income Per Share
   ----------------------------
   Net income                                $47,600    $ 98,600   $56,100
   After-tax equivalent of interest
    expense on 4-3/4% convertible
    subordinated notes                         8,000       2,700      -
                                             -------    --------   -------
   Income for purposes of computing
    diluted net income per share             $55,600    $101,300   $56,100
                                             =======    ========   =======
   Weighted average common
    shares outstanding                        56,900      64,100    66,300
   Dilutive stock options                        200         500       400
   Weighted average assumed conversion of
    4-3/4% convertible subordinated notes      8,400       2,800      -
                                             -------    --------   -------
   Weighted average common shares
    outstanding for purposes of computing
    diluted net income per share              65,500      67,400    66,700
                                             =======    ========   =======
   Diluted net income per share              $   .85    $   1.50   $   .84
                                             =======    ========   =======

The weighted average diluted common shares outstanding for fiscal 1999
excludes the dilutive effect of approximately 900,000 options, 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>60

                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



12.  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.

In May 1998, the Company announced completion of its 7.3 million share
repurchase program approved by the Board of Directors in March 1997.  The
stock was purchased at an average price of $22.00 per share, for a total cost
of $160.8 million, with approximately 3.8 million shares repurchased and
retired during fiscal 1999 at an average cost of $21.00 per share, or
approximately $80.4 million.  Upon completion of that program, the Board of
Directors approved the purchase of an additional ten million shares.  It is
expected that such shares will be purchased in the open-market, or through
privately negotiated transactions, at prices which the Company considers to be
attractive.  Through February 28, 1999 the Company acquired and retired
approximately 5.7 million shares under the new program at an average cost of
$17.17 per share, or a total cost of approximately $97.8 million.  Total
purchases under both authorizations in fiscal 1999 were approximately 9.5
million shares at an average cost of $18.71 per share, or a total cost of
approximately $178.2 million.  Subsequent to February 28, 1999, the Company
acquired approximately 3.6 million additional shares, at an average cost of
$15.14 per share, or a total cost of approximately $55.1 million.

Under the Company's Restricted Stock Plan, there are approximately 26,900
restricted shares outstanding under various awards as of February 28, 1999.
Approximately 276,000 shares remain available for issuance under the Plan as
of that date.  The fair market value of restricted stock awards as of the date
of grant is recognized as it is earned over the restriction period (normally 5
years), with approximately $0.7 million, $1.3 million and $1.3 million
recognized as expense in fiscal 1999, 1998 and 1997, 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 2.4 million and 3.2 million shares reserved for the
future granting of options as of February 28, 1999 and 1998, respectively.



<PAGE>61



                           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 1999, 1998 and 1997 (share amounts in thousands):

                            1999               1998                1997
                      -----------------   ----------------   -----------------
                               Weighted           Weighted            Weighted
                               Average            Average             Average
                      Option   Option     Option  Option      Option  Option
                      Shares    Price     Shares   Price      Shares   Price
                      ------   ------     ------  -------     ------  -------

Balance at
 beginning
 of year              1,638     $16.85    1,421    $15.11      1,841   $14.08
Activity during
 the year:
  Granted               827     $17.48      357    $22.26        -        -
  Exercised             (72)    $ 8.90     (136)   $12.89       (410)  $10.45
  Canceled              (53)    $18.27       (4)   $16.62        (10)  $16.15
                       ----                ----                 ----
Balance at
 end of year:
  Outstanding         2,340     $17.28    1,638    $16.85      1,421   $15.11
                      =====               =====                =====
  Exercisable         1,064     $16.13      850    $14.80        684   $13.60
                      =====               =====                =====

At February 28, 1999, approximately 590,400 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 $16.74 per share.  The remaining
1,749,600 options outstanding have a weighted average remaining life of
approximately 8 years and are exercisable at prices ranging from $12.68 to
$22.26 per share.  The 827,000 and 357,000 options granted during fiscal 1999
and 1998, had a weighted average fair value of approximately $10.00 per share
for Corporate Officers and $5.00 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
                         ------------------           ------------------
                          1999         1998           1999           1998
                          ----         ----           ----           ----
Pricing
 volatility factor      32.9%         30.5%          26.8%           24.0%
Option
 expiration term      10 years       10 years       4 years         4 years
Risk-free interest
 rate range          4.7% to 5.6%  6.3% to 6.9%    4.6% to 5.5%   6.6% to 6.9%
Annual dividend
 yield                .9% to 1.6%      .7%          .9% to 1.6%       .7%



<PAGE>62


                           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 1999, 1998 and 1997 would have changed
as follows (amounts in thousands, except per share data):

                                             Pro Forma Earnings (Unaudited)
                                             ------------------------------
                                              1999        1998       1997
                                              ----        ----       ----

Net income, as reported                     $ 47,600    $ 98,600   $ 56,100
Compensation expense related
 to options granted                           (3,200)     (2,200)    (1,300)
Tax benefit of compensation expense            1,100         800        500
                                            --------    --------   --------
  Net income, as adjusted                   $ 45,500    $ 97,200   $ 55,300
                                            ========    ========   ========
Basic net income per share, as reported     $    .84    $   1.54   $    .84
                                            ========    ========   ========
Basic net income per share, as adjusted     $    .80    $   1.52   $    .83
                                            ========    ========   ========
Diluted net income per share, as reported   $    .85    $   1.50   $    .84
                                            ========    ========   ========
Diluted net income per share, as adjusted   $    .82    $   1.48   $    .83
                                            ========    ========   ========

13.  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, fuel and fluid handling and
            air-intake systems and components for the global automotive
            aftermarket and OEM (original equipment manufacturers) market;
            and
      (ii)  Industrial, which includes the design, manufacture and
            distribution of power and fluid management systems and components
            for industrial OEM and distribution markets worldwide,
            transportation, specialty filtration and other products.

The prior year's segment information has been restated for the effects of the
Company's discontinued operations and to present the information required by
SFAS No. 131.

Executive management evaluates the performance of its Business Segments and
allocates resources to them primarily based upon their operating income, and
exclusive of interest expense and income taxes.  The accounting policies of
the Segments are the same as those described in Note 1.  Segment data includes
goodwill amortization as well as an allocation of net pension income.



<PAGE>63

                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Information concerning the Company's Business Segments for fiscal 1999, 1998
and 1997 is as follows (dollars in thousands):

                                              1999        1998        1997
                                              ----        ----        ----
NET SALES TO CUSTOMERS
 Automotive                                $  990,800  $  893,900  $  786,800
 Industrial                                   957,800     950,400     931,100
                                           ----------  ----------  ----------
   Total related to
    continuing operations                  $1,948,600  $1,844,300  $1,717,900
                                           ==========  ==========  ==========
OPERATING INCOME
 Automotive                                $  101,000  $  104,100  $   91,800
 Industrial                                   109,500     119,600     118,600
                                           ----------  ----------  ----------
   Management's measure of the
    segments' operating performance           210,500     223,700     210,400
 Repositioning/restructuring charges          (63,800)       -       (112,500)
 General corporate expense                    (14,300)    (15,800)    (19,400)
 Interest expense                             (53,900)    (49,700)    (45,800)
 Provisions for taxes                         (26,100)    (60,400)    (11,600)
                                           ----------  ----------  ----------
   Income from continuing operations       $   52,400  $   97,800  $   21,100
                                           ==========  ==========  ==========
DEPRECIATION AND AMORTIZATION EXPENSE
 Automotive                                $  (42,100) $  (32,100) $  (26,600)
 Industrial                                   (35,400)    (30,500)    (27,900)
 General corporate                             (3,000)     (3,700)     (3,700)
                                           ----------  ----------  ----------
   Total related to
    continuing operations                  $  (80,500) $  (66,300) $  (58,200)
                                           ==========  ==========  ==========
NON-CASH PENSION AND RELATED INCOME, NET
 Automotive                                $   11,400  $    7,600  $    3,000
 Industrial                                    11,300       7,500       2,900
                                           ----------  ----------  ----------
  Total related to
    continuing operations                  $   22,700  $   15,100  $    5,900
                                           ==========  ==========  ==========
IDENTIFIABLE ASSETS
 Automotive                                $  974,500  $  934,300  $  690,200
 Industrial                                   951,600     961,900     905,600
                                           ----------  ----------  ----------
   Total identifiable assets
    of the segments                         1,926,100   1,896,200   1,595,800
 General corporate assets                     153,600     146,000      32,800
                                           ----------  ----------  ----------
   Total assets related to
    continuing operations                   2,079,700   2,042,200   1,628,600
 Discontinued operations                        -         378,300     346,000
                                           ----------  ----------  ----------
   Total consolidated                      $2,079,700  $2,420,500  $1,974,600
                                           ==========  ==========  ==========
CAPITAL OUTLAYS
 Automotive                                $   40,800  $   72,600  $   52,600
 Industrial                                    36,500      63,800      40,900
                                           ----------  ----------  ----------
   Total related to
    continuing operations                  $   77,300  $  136,400  $   93,500
                                           ==========  ==========  ==========



<PAGE>64


                           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 (dollars in thousands):

                              Segment       1999         1998         1997
                              -------       ----         ----         ----
Power Transmission             Both     $  557,300    $  547,400   $  521,500
Fuel and Fluid Handling        Both        915,300       887,200      810,100
Air-Intake Systems           Automotive     66,800        24,100        -
Specialty Filtration
 Products and Systems        Industrial    128,500       118,100      118,800
Other Products               Industrial    280,700       267,500      267,500
                                        ----------    ----------   ----------
    Net sales from
     continuing operations              $1,948,600    $1,844,300   $1,717,900
                                        ==========    ==========   ==========

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
1999, 1998 and 1997 is as follows (dollars in thousands):

                                             1999         1998         1997
NET SALES FROM                               ----         ----         ----
 CONTINUING OPERATIONS
  United States                           $1,276,800  $1,231,700   $1,164,100
  Italy                                      260,300     249,800      221,400
  Other International                        411,500     362,800      332,400
                                          ----------  ----------   ----------
    Total related to
     continuing operations                $1,948,600  $1,844,300   $1,717,900
                                          ==========  ==========   ==========
IDENTIFIABLE LONG-LIVED ASSETS
  United States                           $  720,700  $  739,100   $  668,300
  Italy                                      138,100     120,400      109,200
  Other International                        258,300     240,800      132,600
                                          ----------  ----------   ----------
    Total related to
     continuing operations                 1,117,100   1,100,300      910,100
  Discontinued operations                       -        233,900      219,000
                                          ----------  ----------   ----------
    Total consolidated                    $1,117,100  $1,334,200   $1,129,100
                                          ==========  ==========   ==========

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 $143.9 million, $110.4 million, and $94.9 million in fiscal 1999, 1998
and 1997, 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>65

                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


14.   Quarterly Financial Data and Information (Unaudited)

The following table sets forth the Company's unaudited results of operations
for each of the fiscal quarters in the years ended February 28, 1999 and 1998
(amounts in thousands, except per share data):


                           First     Second     Third     Fourth      Total
                          Quarter    Quarter   Quarter    Quarter     Year
                          -------    -------   -------    -------     ----
Fiscal 1999
-----------
Continuing operations:
 Net sales               $509,700   $484,200   $490,500  $464,200  $1,948,600
                         ========   ========   ========  ========  ==========
 Gross profit (a)        $163,300   $153,300   $164,100  $155,000  $  635,700
                         ========   ========   ========  ========  ==========
 Operating income before
  repositioning charge   $ 51,700   $ 44,400   $ 54,500  $ 45,600  $  196,200
 Repositioning charge        -          -       (63,800)     -        (63,800)
                         --------   --------   --------  --------  ----------
  Operating income (loss)  51,700     44,400     (9,300)   45,600     132,400
 Interest expense         (12,600)   (13,600)   (14,200)  (13,500)    (53,900)
 Provision for taxes      (14,000)   (11,200)    10,600   (11,500)    (26,100)
                         --------   --------   --------  --------  ----------
    Total continuing       25,100     19,600    (12,900)   20,600      52,400
Discontinued operations     1,800      1,300       (100)   (5,200)     (2,200)
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                $    .41    $   .34   $    .47  $    .38  $    1.60
  Repositioning charge        -          -         (.71)      -         (.68)
                         --------    -------   --------  --------  ---------
    Total continuing          .41        .34       (.24)      .38        .92
 Discontinued operations      .03        .02        -        (.10)      (.04)
 Extraordinary loss          (.04)       -          -         -         (.04)
                        ---------    -------   --------  --------  ---------
    Net income (loss)    $    .40    $   .36   $   (.24) $    .28  $     .84
                        =========    =======   ========  ========  =========
Diluted earnings
 per share (b)(c):
 Continuing operations:
  Before repositioning
   charge                $    .39    $   .33   $    .44  $    .36   $   1.51
  Repositioning charge        -          -         (.68)      -         (.59)
                         --------    -------   --------  --------   --------
    Total continuing          .39        .33       (.24)      .36        .92
 Discontinued operations      .02        .02        -        (.08)      (.03)
 Extraordinary loss          (.04)       -          -         -         (.04)
                         --------    -------   --------  --------   --------
    Net income (loss)    $    .37    $   .35   $   (.24) $    .28   $    .85
                         ========    =======   ========  ========   ========


<PAGE>66
                           MARK IV INDUSTRIES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



                           First     Second     Third     Fourth      Total
                          Quarter    Quarter   Quarter    Quarter     Year
                          -------    -------   -------    -------     -----
Fiscal 1998
-----------
Continuing operations:
 Net sales               $471,800   $432,600   $476,500  $463,400  $1,844,300
                         ========   ========   ========  ========  ==========
 Gross profit (a)        $160,100   $147,500   $161,100  $150,600  $  619,300
                         ========   ========   ========  ========  ==========

 Operating income        $ 56,500   $ 51,800   $ 54,700  $ 44,900  $  207,900
 Interest expense         (11,200)   (12,900)   (14,200)  (11,400)    (49,700)
 Provision for taxes      (17,600)   (15,100)   (15,400)  (12,300)    (60,400)
                         --------   --------   --------  --------  ----------
    Total continuing       27,700     23,800     25,100    21,200      97,800
Discontinued operations     2,400      3,700      2,200     3,100      11,400
Extraordinary loss           -          -       (10,600)     -        (10,600)
                         --------   --------   --------  --------  ----------
    Net income           $ 30,100   $ 27,500   $ 16,700  $ 24,300  $   98,600
                         ========   ========   ========  ========  ==========
Basic earnings
 per share (b):
  Continuing operations  $    .42   $    .37   $    .39  $    .33  $     1.52
  Discontinued operations     .04        .06        .04       .05         .18
  Extraordinary loss          -          -         (.16)      -          (.16)
                         --------   --------   --------  --------  ----------
    Net income           $    .46   $    .43   $    .27  $    .38  $     1.54
                         ========   ========   ========  ========  ==========
Diluted earnings
 per share (b):
  Continuing operations  $    .42   $    .37   $    .38  $    .32  $     1.49
  Discontinued operations     .04        .06        .04       .04         .17
  Extraordinary loss          -          -         (.16)      -          (.16)
                         --------   --------   --------  --------  ----------
    Net income           $    .46   $    .43   $    .26  $    .36  $     1.50
                         ========   ========   ========  ========  ==========


___________________________________

(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 referred to in
     Note "c".
(c)  As a result of the net loss in the third quarter, 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 quarter.



<PAGE>67


15.  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.



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 1999 Annual Meeting of Stockholders which will be
filed with the Securities and Exchange Commission not later than 120 days
after February 28, 1999.



<PAGE>68


                                    PART IV

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

                                                                          Page

(a) (1)  Financial Statements
         --------------------
         Report of Independent Accountants for
           each of the three fiscal years in the
           period ended February 28, 1999                                  41

         Consolidated Balance Sheets at February 28, 1999
          and 1998                                                         42

         Consolidated Statements of Income for each of
          the three fiscal years in the period ended
          February 28, 1999                                                43

         Consolidated Statements of Stockholders' Equity for
          each of the three fiscal years in the period
          ended February 28, 1999                                          44

         Consolidated Statements of Comprehensive Income
          for each of the three fiscal years in the period
          ended February 28, 1999                                          45

         Consolidated Statements of Cash Flows
          for each of the three fiscal years in
          the period ended February 28, 1999                               46

         Notes to Consolidated Financial Statements                        47

    (2)  Financial Statement Schedule
         ----------------------------
         Report of Independent Accountants
          for each of the three fiscal years in the
          period ended February 28, 1999                                   73


    II.  Valuation and Qualifying Accounts                                 74

              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>69


(b) Reports on Form 8-K

The following reports were filed pertaining to events occurring during the
quarter ended February 28, 1999.

    (1)      A current report on Form 8-K dated February 26, 1999, was filed
             to Report under Item 2 and Item 7, for the Company's disposition
             of its Automotive Filter Business to Arvin Industries, Inc.

     (2)     A current Report on Form 8-K dated april 20, 1999, was filed to
             report under Item 5, the Company's unaudited Consolidated
             Balance Sheets as of February 28, 1999 and 1998, and unaudited
             Income Statement data for the fiscal years ended February 28,
             1999, 1998 and 1997.  The unaudited financial information was
             filed as a prelude to the Registrant's Audited Financial
             Statements included elsewhere herein.


(c) Exhibits



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

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

    2.3      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).

    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).

<PAGE>70

    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 -10.21)
          -----------------------------------------------------------

    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).


<PAGE>71


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

    10.8     Employment Agreement dated January 1, 1995 between the Company,
             Dayco Products, Inc. ("Dayco"), 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).

    10.9     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).

    10.10 *  Employment Agreement dated May 1, 1997 between the Company,
             Dayco and Richard F. Bing.

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

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

    10.13    Mark IV Industries, Inc. and Subsidiaries 1996 Incentive Stock
             Option Plan effective April 24, 1996 (incorporated by reference
             to Exhibit 10.13 to the Company's Annual Report on Form 10-K
             dated February 28, 1998).

    10.14    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).

    10.15    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).

    10.16    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).

    10.17 *  Fourth Amendment and Restatement of the Non-Qualified Plan of
             Deferred Compensation of Mark IV Industries, Inc. Effective
             January 1, 1999.



<PAGE>72




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

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

    10.20    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).

    10.21    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
                       --------------------------------

    10.22    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>73

                      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 28, 1999 and 1998 and for each of the
three fiscal years in the period ended February 28, 1999, 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 22, 1999





<PAGE>74

<TABLE>
<CAPTION>



                                            MARK IV INDUSTRIES, INC.
                                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

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

Year ended February 28, 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
                               ============   ==========    ============     ============     ===========


Year ended February 28, 1997
----------------------------
Allowance for doubtful
 accounts                      $ 16,700,000   $4,800,000    $(4,700,000)     $(2,100,000)     $14,700,000
                               ============   ==========    ============     ============     ===========






(a)  Represents the following
                                                                 February       February       February
                                                                 28, 1999       28, 1998       28, 1997
                                                                 --------       --------       --------


          Reserve at date of acquisition of subsidiary         $   100,000      $ 200,000     $   500,000


          Reclassification from other reserves                       -              -             200,000
          Reserves of discontinued operations disposed          (3,200,000)         -          (2,400,000)
          Foreign currency translation adjustment                    -           (200,000)       (400,000)
                                                               -----------      ---------     -----------
                                                               $(3,100,000)     $    -        $(2,100,000)
                                                               ===========      =========     ===========


</TABLE>





<PAGE>75


                                  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 28, 1999
--------------------

    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 28, 1999
-----------------------              and Chief Executive Officer ------------
    Sal H. Alfiero


/s/ William P. Montague             President, Director          May 28, 1999
-----------------------                                          ------------
    William P. Montague



/s/ John J. Byrne                   Vice President and           May 28, 1999
-----------------------              Chief Financial Officer     ------------
    John J. Byrne



/s/ Richard L. Grenolds             Vice President and           May 28, 1999
-----------------------              Chief Accounting Officer    ------------
    Richard L. Grenolds



/s/ Gerald S. Lippes                Secretary and Director       May 28, 1999
-----------------------                                          ------------
    Gerald S. Lippes



/s/ Clement R. Arrison              Director                     May 28, 1999
-----------------------                                          ------------
    Clement R. Arrison





<PAGE>76

                                 Exhibit Index


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

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

    2.3      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).

    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>77



          Executive Compensation Plans and Arrangements (10.1 -10.21)


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

    10.8     Employment Agreement dated January 1, 1995 between the Company,
             Dayco Products, Inc. ("Dayco"), 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).

    10.9     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).

    10.10 *  Employment Agreement dated May 1, 1997 between the Company,
             Dayco and Richard F. Bing.

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


<PAGE>78





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

    10.13    Mark IV Industries, Inc. and Subsidiaries 1996 Incentive Stock
             Option Plan effective April 24, 1996 (incorporated by reference
             to Exhibit 10.13 to the Company's Annual Report on Form 10-K
             dated February 28, 1998).

    10.14    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).

    10.15    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).

    10.16    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).

    10.17 *  Fourth Amendment and Restatement of the Non-Qualified Plan of
             Deferred Compensation of Mark IV Industries, Inc. Effective
             January 1, 1999.

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

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

    10.20    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).

    10.21    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>79


                       Other Material Contract Exhibits
                       --------------------------------

    10.22    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.