UNITED STATES

                    SECURITIES AND EXCHANGE COMMISSION 

                         WASHINGTON, D.C.  20549 

                                FORM 10-Q 

(Mark One)

[X]   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 For the Quarterly Period Ended May 31, 1998.

                                    OR

[ ]   Transition Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 For the Transition Period From ______ to ______.

Commission File Number             1-8862                                  
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                          MARK IV INDUSTRIES, INC.                         
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          (Exact name of Registrant as specified in its charter)


         Delaware                                      23-1733979          
-------------------------------                      -------------------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                       Identification No.) 


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


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


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      
     ---     ----
Number of shares outstanding of each class of the Registrant's common stock,
as of the latest practicable date:

   Class                                       Outstanding at June 30, 1998
------------                                  ----------------------------
Common stock $.01 par value                             58,148,634



<PAGE>2


                         MARK IV INDUSTRIES, INC. 

                                   INDEX



Part I.  Financial Information                                 Page No.
------------------------------                                 --------

Consolidated Condensed Balance Sheets as of 
 May 31, 1998 and February 28, 1998                                  3

Consolidated Statements of Income  
 For the Three Month Periods Ended May 31, 1998 and 1997             4

Consolidated Statements of Cash Flows 
 For the Three Month Periods Ended May 31, 1998 and 1997             5

Consolidated Statements of Comprehensive Income and 
 Retained Earnings For the Three Month Periods Ended 
 May 31, 1998 and 1997                                               6

Notes to Consolidated Financial Statements                           7

Management's Discussion and Analysis of Financial 
 Condition and Results of Operations                                11


Part II.  Other Information                                         16
---------------------------

Signature Page                                                      17

Exhibit Index                                                       18



<PAGE>3

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



                                                  May 31,        February 28,
                                                   1998              1998   
                                                 --------        -----------
ASSETS                                          (Unaudited)
Current Assets: 
  Cash and short-term investments               $    1,300        $  120,900
  Accounts receivable                              511,500           466,400
  Inventories                                      394,600           393,400
  Other current assets                             114,400           105,600
                                                ----------        ----------
    Total current assets                         1,021,800         1,086,300

Pension and other non-current assets               232,500           226,600

Property, plant and equipment, net                 670,700           668,400

Cost in excess of net assets acquired              436,000           439,200
                                                ----------        ----------
     TOTAL ASSETS                               $2,361,000        $2,420,500
                                                ==========        ==========
LIABILITIES & STOCKHOLDERS' EQUITY 

Current Liabilities: 
  Notes payable and current maturities          $   88,000        $  133,800
  8-3/4% Notes, called for redemption                 -               73,100
  Accounts payable                                 234,600           222,400
  Compensation related liabilities                  75,600            75,500
  Accrued interest                                  11,900            28,600
  Other current liabilities                         97,000            94,500   
                                                ----------        ----------
    Total current liabilities                      507,100           627,900
                                                ----------        ----------
Long-Term Debt: 
  Senior debt                                      121,400            21,400
  Subordinated debentures                          772,500           772,500
                                                ----------        ----------
    Total long-term debt                           893,900           793,900
                                                ----------        ----------
Other non-current liabilities                      263,400           246,700
                                                ----------        ----------
Stockholders' Equity: 
  Preferred stock                                    -                  -
  Common stock                                         600               600
  Additional paid-in capital                       536,800           617,800
  Retained earnings                                188,500           167,100
  Foreign currency translation adjustment          (29,300)          (33,500)
                                                ----------        ----------
    Total stockholders' equity                     696,600           752,000
                                                ----------        ----------
    TOTAL LIABILITIES & STOCKHOLDERS' EQUITY    $2,361,000        $2,420,500
                                                ==========        ==========



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

<PAGE>4


                         MARK IV INDUSTRIES, INC. 
              CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) 
         For the Three Month Periods Ended May 31, 1998, and 1997
               (Amounts in thousands, except per share data)



                                                   1998               1997 
                                                   ----               ----
Net sales                                        $604,500           $560,100
                                                 --------           --------

Operating costs:                                      
  Cost of products sold                           413,600            376,800
  Selling and administration                       94,800             89,400
  Research and development                         14,700             11,800
  Depreciation and amortization                    23,900             18,500
                                                 --------           --------
    Total operating costs                         547,000            496,500
                                                 --------           --------
    Operating income                               57,500             63,600

Interest expense                                   15,600             14,300 
                                                 --------           --------
  Income before provision for taxes                41,900             49,300

Provision for income taxes                         15,000             19,200
                                                 --------           --------
  Income before extraordinary loss                 26,900             30,100

Extraordinary loss from early extinguishment
 of debt, net of tax benefits                      (2,600)              -   
                                                 --------           --------
  Net income                                     $ 24,300           $ 30,100
                                                 ========           ========

Net income per share of common stock:                      

  Basic:
   Income before extraordinary loss              $    .44           $    .46
   Extraordinary loss                                (.04)               -
                                                 --------           --------
     Net income                                  $    .40           $    .46
                                                 ========           ========
  Diluted:
   Income before extraordinary loss              $    .41           $    .46
   Extraordinary loss                                (.04)               -
                                                 --------           --------
     Net income                                  $    .37           $    .46
                                                 ========           ========
Weighted average number of shares 
 outstanding:

  Basic                                            61,500             65,500
                                                 ========           ========
  Diluted                                          70,300             66,000
                                                 ========           ========

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


<PAGE>5


                         MARK IV INDUSTRIES, INC. 
            CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) 
         For the Three Month Periods Ended May 31, 1998 and 1997 
                          (Dollars in thousands) 




                                                            1998        1997
                                                            ----        ----
                                                                 
Cash flows from operating activities:
  Income before extraordinary loss                       $  26,900  $  30,100
  Items not affecting cash:  
   Depreciation and amortization                            23,900     18,500
   Pension and compensation related items                   (5,700)    (4,600)
   Deferred income taxes                                     5,600      8,300
  Changes in assets and liabilities, net of
   effects of acquired and divested businesses:
    Accounts receivable                                    (40,300)   (67,400)
    Inventories                                               (500)     1,500 
    Other assets                                            (2,200)   (20,000)
    Accounts payable                                         8,900      8,400 
    Other liabilities                                      (11,900)   (21,400)
     Net cash provided by (used in) operating             --------    -------
      activities, before extraordinary loss                  4,700    (46,600)
Extraordinary loss before deferred charges                  (3,500)      -   
     Net cash provided by (used in)                       --------    -------
      operating activities                                   1,200    (46,600)
Cash flows from investing activities:                     --------    -------
  Divestitures and asset sales                                -        35,500
  Purchase of plant and equipment, net                     (19,600)   (31,100)
                                                          --------    -------
     Net cash provided by (used in) 
     investing activities                                  (19,600)     4,400 
Cash flows from financing activities:                     --------    -------
  Credit agreement borrowings, net                          80,000    100,000
  Retirement of subordinated debt                          (73,100)      -
  Other changes in long-term debt, net                      24,900       (600)
  Changes in short-term bank borrowings                    (48,800)     6,400
  Repurchase of common stock, net                          (81,300)   (61,100)
  Cash dividends paid                                       (2,900)    (2,500)
                                                          --------    -------
      Net cash provided by (used in)
       financing activities                               (101,200)    42,200
                                                          --------    -------
        Net decrease in cash and
       short-term investments                             (119,600)      -    
Cash and short-term investments:
  Beginning of the period                                  120,900      1,300
                                                          --------    -------
  End of the period                                       $  1,300    $ 1,300
                                                          ========    =======


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


<PAGE>6



                         MARK IV INDUSTRIES, INC. 
   CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND RETAINED EARNINGS
         For the Three Month Periods Ended May 31, 1998 and 1997 
                          (Dollars in thousands) 
                               (Unaudited) 




Comprehensive Income
--------------------
                                                 1998              1997 
                                               --------          --------

Net income                                     $ 24,300          $ 30,100

Balance sheet effect of foreign 
 currency translation adjustments                 4,200               100
                                               --------          --------
Comprehensive net income                       $ 28,500          $ 30,200
                                               ========          ========


Retained Earnings
-----------------

Retained earnings at February 28, 1998         $167,100          $ 79,300

Net income                                       24,300            30,100

Cash dividends of $.05 and $.04 per 
 share                                           (2,900)           (2,500)
                                               --------          --------
Retained earnings at end of period             $188,500          $106,900
                                               ========          ========










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


<PAGE>7


                         MARK IV INDUSTRIES, INC.
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


1.  Financial Statements

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

      In the opinion of the Company's management, the accompanying unaudited
      consolidated financial statements contain all adjustments necessary to
      present fairly the financial position of the Company at May 31, 1998,
      and the results of its operations and its cash flows for the periods
      ended May 31, 1998 and 1997.  Such results are not necessarily
      indicative of the results to be expected for the full year.


2.  Accounts Receivable and Inventories

      Accounts receivable are presented net of allowances for doubtful
      accounts of $12.4 million and  $13.6 million at May 31, 1998 and
      February 28, 1998, respectively.

      Inventories consist of the following components (dollars in thousands):

                                                 May 31,        February 28,
                                                  1998             1998 
                                                 -------        -----------
        Raw materials                          $  89,600        $  86,200
        Work-in-process                           69,000           73,000
        Finished goods                           236,000          234,200
                                               ---------        ---------
              Total                            $ 394,600        $ 393,400
                                               =========        =========

      Since physical inventories taken during the year do not necessarily
      coincide with the end of a quarter, management has estimated the
      composition of inventories with respect to raw materials, work-in-
      process and finished goods.  It is management's opinion that this
      estimate represents a reasonable approximation of the inventory
      breakdown as of May 31, 1998.  The amounts at February 28, 1998 are
      based upon the audited balance sheet at that date.



<PAGE>8



                         MARK IV INDUSTRIES, INC.
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


3.  Property, Plant and Equipment

      Property, plant and equipment are stated at cost and consist of the
      following components (dollars in thousands):
                                                      May 31,   February 28,
                                                       1998         1998  
                                                      -------   -----------  

      Land and land improvements                     $ 26,000      $ 25,900
      Buildings                                       180,300       179,900
      Machinery and equipment                         658,700       641,800
                                                     --------      --------
         Total property, plant and equipment          865,000       847,600
      Less accumulated depreciation                   194,300       179,200
                                                     --------      --------
         Property, plant and equipment, net          $670,700      $668,400
                                                     ========      ========

4.  Long-term debt 

       Long-term debt consists of the following (dollars in thousands):


                                                    May 31,     February 28,
                                                     1998           1998    
      Senior Debt:                                 --------      ---------
       Credit Agreement                           $   80,000    $    -   
       Other borrowing arrangements                   56,200        31,200
                                                  ----------    ----------
          Total                                      136,200        31,200
       Less Current maturities                       (14,800)       (9,800)
                                                  ----------    ----------
          Net senior debt                            121,400        21,400
      Subordinated Debt:                          ----------    ----------
        7-3/4% Senior Subordinated Notes             248,700       248,700
        7-1/4% Senior Subordinated Notes             248,800       248,800
        4-3/4% Convertible Subordinated Notes        275,000       275,000
                                                  ----------    ----------
          Total subordinated debt                    772,500       772,500
                                                  ----------    ----------
          Total long-term debt                       893,900       793,900

      Total stockholders' equity                     696,600       752,000
                                                  ----------    ----------
        Total capitalization                      $1,590,500    $1,545,900
                                                  ==========    ==========
        Long-term debt as a percentage
         of total capitalization                       56.2%         51.4%
                                                  =========     =========


<PAGE>9

                         MARK IV INDUSTRIES, INC.
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


5.  Cash Flow 

      For purposes of cash flows, the Company considers overnight investments
      as cash equivalents.  The Company made cash interest payments of
      approximately $33.7 million and $24.1 million in the three month periods
      ended May 31, 1998 and 1997, respectively.  The Company also made cash
      income tax payments of approximately $8.3 million and $6.5 million in
      the three month periods ended May 31, 1998 and 1997, respectively. 

6.  Common Stock Repurchase 

      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 $22.03 per share, for a
      total cost of $160.8 million, with approximately 3.8 million shares
      repurchased from March 1, 1998 at an average cost of $21.02 per share,
      or approximately $80.4 million.  Upon completion of this 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 June 30, 1998 the Company
      acquired approximately 1.0 million shares, under the new repurchase
      program, at an average cost of $22.00 per share, or a total cost of
      approximately $22 million.

7.  Senior Subordinated Notes Redemption

      On April 2, 1998, the Company redeemed the remaining $73.1 million
      principal balance of its 8-3/4% Senior Subordinated Notes due April 1,
      2003.  The Notes were redeemed at a price of $1,043.75 per $1,000
      principal amounts of Notes plus accrued interest.  The redemption
      resulted in a one-time charge for early debt extinguishment of $2.6
      million (net of tax) for the three month period ended May 31, 1998.

8.  Comprehensive Income

      In June 1997, the Financial Accounting Standards Board issued Statement
      of Financial Accounting Standards No. 130, Reporting Comprehensive
      Income ("FAS 130").  FAS 130 establishes standards for reporting and
      measuring of all changes in equity that result from recognized
      transactions and other economic events of the period other than
      transactions with owners in their capacity as owners.  The Company has
      reported the change in foreign currency translation items as a component
      of Comprehensive Income in the Statement of Comprehensive Income for the
      periods ended May 31, 1998 and 1997, respectively.  The accumulated
      effect of foreign currency translation items at May 31, 1998 and
      February 28, 1998, is reported in the Stockholders Equity section of the
      Company's Consolidated Condensed Balance Sheets.


<PAGE>10



                         MARK IV INDUSTRIES, INC.
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)



9.  Net Income Per Share

      Following is a reconciliation of net income and weighted average common
      shares outstanding for purposes of computing basic and diluted net
      income per share (amounts in thousands, except per share data):


                                                   May 31,     May 31,
                                                    1998        1997      
                                                   -------     ------
      Basic Net Income Per Share:

      Net income                                   $24,300     $30,100    
                                                   =======     =======
      Weighted average number of
         common shares outstanding                  61,500      65,500
                                                   =======     =======
      Basic net income per share                   $   .40     $   .46
                                                   =======     =======

      Diluted Net Income Per Share:

      Net income                                   $24,300     $30,100

      After-tax equivalent of interest
         expense on 4-3/4% convertible
         subordinated notes                          2,000        -   
                                                   -------     -------
      Income for purposes of computing
         diluted net income per share              $26,300     $30,100
                                                   =======     =======
      Weighted average common
         shares outstanding                         61,500      65,500

      Dilutive stock options                           400         500

      Weighted average assumed
         conversion of 4-3/4% convertible
         subordinated notes                          8,400         -  
                                                   -------     -------
      Weighted average number of common shares
         outstanding for purposes of
         computing diluted net income 
         per share                                  70,300      66,000
                                                   =======     =======
      Diluted net income per share                 $   .37     $   .46
                                                   =======     =======


<PAGE>11



         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS



Liquidity and Capital Resources
-------------------------------

The Company's working capital increased by $56.3 million (12%) during the
three month period ended May 31, 1998, reflecting the expected seasonal build
which occurs in the Automotive segment's aftermarket business and the
Industrial segment's consumer hose business.  Such amount compares favorably
to an increase of $65.7 million (18%) in the corresponding period last year.
As a result of the Company's earnings performance in the current period,
coupled with the improvement in the working capital elements and other non-
current items, net cash provided by operating activities was $4.7 million for
the three month period ended May 31, 1998, a $51.3 million improvement in
comparison to the $46.6 million used in operating activities in the three
month period ended May 31, 1997.  The improvement in the seasonal working
capital build-up is due in part to the increased levels required last year to
support the restructuring efforts.  The improvement also reflects the
Company's success in reducing its working capital position as a result of its
increased emphasis on cash flow in the current fiscal year.  The comparison
also reflects the one-time nature of the costs required to fund the Company's
restructuring efforts, which were more significant in the prior period. 
Management anticipates that its working capital investment will be reduced
during the remainder of fiscal 1999 as a result of the completion of its
restructuring program, and its corporate-wide emphasis on increasing cash flow
and improving the Company's return on assets employed.

Capital expenditures for the three month period ended May 31, 1998 were
approximately $19.6 million, which was lower than depreciation and
amortization expense of $23.9 million for the same period, and reflects a
decrease in expenditures of approximately $11.9 million in comparison to the
three month period ended May 31, 1997.  The decreased level of expenditures
relates primarily to the return to more normal levels of capital expenditure
requirements as the Company completes its restructuring plan and its European
and South American expansion efforts.  Such activities resulted in above
normal capital expenditure requirements in the prior year period.  Management
anticipates that the Company's capital expenditure requirements will continue
at its current level for the remainder of fiscal 1999.  

In May 1997, 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 $22.03 per share, for a total cost
of $160.8 million, with approximately 3.8 million shares repurchased from
March 1, 1998 at an average cost of $21.02 per share, or approximately $80.4
million.  Upon completion of this 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
June 30, 1998 the Company acquired approximately 1.0 million shares under the
new program at an average cost of $22.00 per share, or a total cost of
approximately $22 million.


<PAGE>12


             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                    CONDITION AND RESULTS OF OPERATIONS



On April 2, 1998, the Company redeemed the remaining $73.1 million principal
balance of its 8-3/4% Senior Subordinated Notes due April 1, 2003.  The Notes
were redeemed at a price of $1,043.75 per $1,000 principal amounts of Notes
plus accrued interest through April 1, 1998.  The redemption resulted in a
one-time charge for early debt extinguishment of approximately $2.6 million
(net of tax) for the three month period ended May 31, 1998.

The Company has borrowing availability under its primary credit agreements of
approximately $420.0 million, subject to certain covenants, and additional
availability under its various domestic and foreign demand lines of credit of
approximately $135.0 million as of May 31, 1998.  Long-term debt at May 31,
1998 was $893.9 million, an increase of $100.0 million over the $793.9 million
that was outstanding as of February 28, 1998.  The change primarily reflects
increased borrowings to fund the Company's stock repurchase program.

The Company's restructuring program is expected to be substantially completed
in its second fiscal quarter ending August 31, 1998, with net benefits
beginning to be recognized in the second half of the fiscal year.  As
previously announced, management is currently developing a plan to reposition
its Automotive aftermarket operations to better align its assets with the
market's changing business conditions.  The Company's aftermarket
repositioning is expected to include the elimination of low margin, slow
moving product lines, a reduction in inventory levels and rationalization of
the customer base.  While the repositioning plan is still being finalized,
management's preliminary estimate is that it will result in a charge against
earnings in the range of $25.0 to $40.0 million, net of taxes, or $.37 to $.58
per diluted share. 

Management believes cash generated from operations, as temporarily
supplemented by existing credit availability, should be sufficient to support
the Company's working capital requirements and anticipated capital expenditure
needs for the foreseeable future, including the costs associated with its
stock repurchase program, as well as its restructuring and repositioning
efforts.

Results of Operations
---------------------
The Company classifies its operations in two business segments:  Automotive
and Industrial.  The Company's current business strategy is focused upon the
enhancement of its business segments through internal growth, cost control and
quality improvement programs and selective, strategic acquisitions with an
emphasis on expanding each segment's international presence. 

Net sales from continuing operations for the three month period ended May 31,
1998 increased by $44.4 million (8%) over the comparable period last year. 
Excluding the effects of acquisitions in the latter part of fiscal 1998, net
sales for the three month period reflect an increase of approximately $18.0
million (3%) from internal sales growth over the comparable period last year. 
In the Company's Automotive segment, net sales increased $32.0 million (11%)
for the three month period ended May 31, 1998 over the comparable period last
year.  Excluding the effects of acquisitions in the latter part of fiscal


<PAGE>13


             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                    CONDITION AND RESULTS OF OPERATIONS


1998, internal growth in the Company's Automotive segment amounted to $9.0
million (3%) over the comparable period last year.  This internal growth in
the Automotive segment was primarily generated by the segment's Automotive OEM
sector, which helped to offset the slightly reduced performance of the
Company's Automotive Aftermarket sector for the three month period ended May
31, 1998 in comparison to the prior year. 

In the Company's Industrial segment, net sales increased $12.4 million (5%)
for the three month period ended May 31, 1998 over the comparable period last
year. Excluding the effects of acquisitions in the latter part of fiscal 1998,
internal growth in the Company's Industrial segment amounted to $9.0 million
(4%) over the comparable period last year.  This internal growth was lead by
the segment's transportation sector which helped to offset flat sales in the
segment's general industrial sector.

The cost of products sold as a percentage of consolidated net sales increased
to 68.4% in the current period as compared to 67.3% in the comparable prior
year period.  This increase is primarily attributable to the effects of
duplicative costs and inefficiencies incurred in the current period due to
additional time required to complete the restructuring program. 

Selling and administration costs as a percentage of consolidated net sales
were 15.7% for the three month period ended May 31, 1998, as compared to 16.0%
for the three month period ended May 31, 1997.  The slight reduction in the
level of costs indicates operating efficiencies achieved from the integration
of operations acquired, as well as the reorganization of the Company's
business segments.  The lower level of costs also indicates the Company's
continued emphasis on cost control and cycle time reduction has been
successful in substantially offsetting the impact of inflation on such costs.
 
Research and development costs increased by $2.9 million (25%) for the three
month period ended May 31, 1998 as compared to the three month period ended
May 31, 1997.  As a percentage of consolidated net sales, these expenses
increased to 2.4% for the three month period ended May 31, 1998 as compared to
2.1% for the comparable period last year.  This significant increase is
primarily related to the Company's launching of a number of new product and
system initiatives, as well as bringing new technology to the North American
Automotive OEM market from acquisitions made in Europe in the latter part of
fiscal 1998.  

Depreciation and amortization expense increased by $5.4 million (29%) for the
three month period ended May 31, 1998 as compared to the three month period
ended May 31, 1997.  The increase is primarily attributable to the Company's
increased level of capital equipment expenditures in fiscal 1998 to support
the Company's restructuring efforts, as well as new facilities and equipment
required to support new products and markets in Europe and South America.  To
a lesser extent, additional goodwill amortization related to acquisitions in
the latter part of fiscal 1998 has also contributed to the increase.


<PAGE>14



             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                    CONDITION AND RESULTS OF OPERATIONS


Interest expense for the three month period ended May 31, 1998 increased $1.3
million (9%) from the level incurred in the three month period ended May 31,
1997.  The increase is primarily due to borrowings incurred to finance the
Company's stock repurchase program and the acquisitions in the latter part of
fiscal 1998, as well as to support higher working capital levels.  The
increase was substantially offset by the benefits of reduced rates on the
Company's domestic debt, primarily related to the issuance in the latter part
of fiscal 1998 of the 7-1/2% and 4-3/4% Notes, which refinanced higher rate
debt.
 
The effective tax rate as a percentage of pre-tax accounting income for the
three month periods ended May 31, 1998 and 1997 decreased to 35.8% from 39%,
respectively.  The decrease in the effective tax rate in the three month
period ended May 31, 1998 as compared to the comparable period last year, is
primarily related to the benefit of increased domestic income resulting from
internal growth that outpaced income growth in international locations with
higher statutory tax rates than in the U.S. 

As a result of all of the above, income before the extraordinary loss for the
three month period ended May 31, 1998 reflects a decrease of $3.2 million
(10.6%) as compared to the comparable period in the prior year.  On a diluted
per share basis, such amount for the three month period ended May 31, 1998
represents a decrease of 10.9% over the comparable prior year period.

Net income decreased approximately $5.8 million (19%) for the three month
period ended May 31, 1998 as compared to the three month period ended May 31,
1997, with the current year period also including the $2.6 million
extraordinary loss from the early extinguishment of debt.


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


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


<PAGE>15


             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                    CONDITION AND RESULTS OF OPERATIONS




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

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

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


<PAGE>16

Part II.  OTHER INFORMATION 
---------------------------
Items 1, 2, 3, 4 and 5 are inapplicable and have been omitted. 


Item 6(a) - Exhibits
--------------------

      Exhibit No.

      * 27       Financial Data Schedule


      *    Filed herewith by direct transmission pursuant to the EDGAR
           Program


Item 6(b) Reports on Form 8-K
-----------------------------
      
      None


<PAGE>17



                                SIGNATURES 



      Pursuant to the requirements 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. 
                                              Registrant 




DATE: July 1, 1998                      /s/ Sal H. Alfiero
      ------------                      -----------------------
                                        Sal H. Alfiero 
                                        Chairman of the Board 



DATE: July 1, 1998                      /s/ William P. Montague
      ------------                      -----------------------
                                        William P. Montague
                                        President 



DATE: July 1, 1998                      /s/ John J. Byrne
      ------------                      -----------------------
                                        John J. Byrne      
                                        Vice President - Finance
                                         and Chief Financial Officer 



DATE: July 1, 1998                      /s/ Richard L. Grenolds
      ------------                      ------------------------
                                        Richard L. Grenolds
                                        Vice President and     
                                           Chief Accounting Officer


DATE: July 1, 1998                      /s/ Clement R. Arrison
      ------------                      ------------------------
                                        Clement R. Arrison
                                        Director



<PAGE>18

EXHIBIT INDEX 


Description
-----------
                                                                   Page No.

      * 27       Financial Data Schedule                              19 


      *    Filed herewith by direct transmission pursuant to the EDGAR
           Program