UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                  FORM 10-K/A
                               Amendment No. 1
 X    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934
For the fiscal year ended February 29, 2000

                                      OR

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

Commission File No. 1-8862

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

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

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

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

     Securities registered pursuant to Section 12(b) of the Act:

                                                        Name of exchange on
            Title of Class                                which registered
            --------------                              -------------------
       Common Stock, $.01 par value                  New York Stock Exchange

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

      Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes  X .  No    .
                                                    ----
     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  X
                             ----
      The aggregate market value of the voting stock of the Registrant held by
non-affiliates of the Registrant based on the closing price of the Common
Stock on May 10, 2000 on the New York Stock Exchange was approximately
$817,792,919.

      As of May 10, 2000, the number of outstanding shares of Registrant's
Common Stock, $.01 par value, was approximately 44,354,507 shares.

                     Documents Incorporated By Reference
                     -----------------------------------
      Portions of the Registrant's definitive proxy statement to be filed
pursuant to Regulation 14A not later than 120 days after the end of the fiscal
year are incorporated by reference into Part III.


                                    PART IV

ITEM 14.EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
                                                                          Page
(a) (1)  Financial Statements

         Report of Independent Accountants for
           each of the three fiscal years in the
           period ended February 29, 2000                                  33

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

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

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

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

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

         Notes to Consolidated Financial Statements                        39

    (2)  Financial Statement Schedule

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


         II.  Valuation and Qualifying Accounts                            68


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



<PAGE>63


(b) Reports on Form 8-K

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


(c) Exhibits



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

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

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

    4.1      Specimen Common Stock Certificate (incorporated by reference to
             Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q dated
             July 1, 1997).

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

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

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

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

<PAGE>64

          Executive Compensation Plans and Arrangements (10.1 -10.22)



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

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

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

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

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

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

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

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

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

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


<PAGE>65


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

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

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

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

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

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

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

    10.18 *  Second Amendment and Restatement of the Non-qualified Plan of
             Deferred Incentive Compensation for Executives of Certain
             Operating Divisions and Subsidiaries of Mark IV Industries, Inc.
             Effective February 29, 2000.

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

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


<PAGE>66

                          Other Material Contract Exhibits


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

    21*      Subsidiaries of the Registrant.

    23*      Consent of Independent Accountants.

    27*      Financial Data Schedule.

______________________

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

Signature

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

                                             MARK IV INDUSTRIES, INC



                                             By: Richard L. Grenolds
                                                 Vice President and
                                                 Chief Accounting Officer


Dated:   May 30, 2000