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 November 30, 1995.

                                      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                                  
___________________________________________________________________________

                          MARK IV INDUSTRIES, INC.                         
___________________________________________________________________________
         (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                             
__________________________________________________________________________
          (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 January 9, 1996
   _____                                    ______________________________

Common stock $.01 par value                          59,979,072



<PAGE>2


                           MARK IV INDUSTRIES, INC. 
                              
                                     INDEX



Part I.  Financial Information                                 Page No.
______________________________                                 ________

Consolidated Condensed Balance Sheets as of 
 November 30, 1995 and February 28, 1995                             3

Consolidated Statements of Income and Retained Earnings 
 For the Three Month Periods Ended November 30, 1995 and 1994        4

Consolidated Statements of Income and Retained Earnings 
 For the Nine Month Periods Ended November 30, 1995 and 1994         5

Consolidated Statements of Cash Flows 
 For the Nine Month Periods Ended November 30, 1995 and 1994         6

Notes to Consolidated Financial Statements                           7

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


Part II.  Other Information                                         14


Signature Page                                                      15

Exhibit Index                                                       16




<PAGE>3




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

                                               November 30,      February 28,
                                                   1995              1995   
                                               ____________      ___________
     ASSETS                                     (Unaudited)     
Current Assets: 
  Cash                                          $      900        $      800
  Accounts receivable                              405,700           383,700
  Inventories                                      373,900           361,900
  Other current assets                              79,500            58,600
                                                __________        __________
    Total current assets                           860,000           805,000

Pension related and other 
 non-current assets                                229,700           197,100
Property, plant and equipment, net                 519,200           487,900
Cost in excess of net assets acquired              352,100           356,400
                                                __________        __________

      TOTAL ASSETS                              $1,961,000        $1,846,400
                                                ==========        ==========

LIABILITIES & STOCKHOLDERS' EQUITY 

Current Liabilities: 
  Notes payable and current 
   maturities of debt                           $   83,600        $   67,300
  Accounts payable                                 173,000           174,000
  Compensation related liabilities                  71,600            70,400
  Accrued interest                                   7,600            13,800
  Other current liabilities                         91,200            99,800  
                                                __________        __________

    Total current liabilities                      427,000           425,300 
                                                ----------        ----------

Long-Term Debt: 
  Senior debt                                      372,500           352,700
  Subordinated debentures                          258,000           258,000
                                                ----------        ----------
    Total long-term debt                           630,500           610,700
                                                ----------        ----------
Other non-current liabilities                      197,200           174,900
                                                ----------        ----------

Stockholders' Equity: 
  Common stock                                         600               600
  Additional paid-in capital                       551,000           550,200
  Retained earnings                                157,100            90,800
  Foreign currency translation adjustment           (2,400)           (6,100)
                                                ----------        ----------
    Total stockholders' equity                     706,300           635,500
                                                ----------        ----------

    TOTAL LIABILITIES & STOCKHOLDERS' EQUITY    $1,961,000        $1,846,400
                                                ==========        ==========


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



<PAGE>4

                           MARK IV INDUSTRIES, INC. 
     CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (UNAUDITED) 
         For the Three Month Periods Ended November 30, 1995 and 1994
                 (Amounts in thousands, except per share data)


                                                1995                 1994      
                                              --------             -------

Net sales                                     $525,500             $397,300 
                                              --------             -------- 

Operating costs:                                            
                                                            
  Cost of products sold                        358,800              261,700 
  Selling and administration                    83,500               71,700 
  Research and development                      13,300                8,800 
  Depreciation and amortization                 16,900               14,800 
                                               -------              -------
    Total operating costs                      472,500              357,000 
                                               -------              -------
  Operating income                              53,000               40,300 
Interest expense                                15,300               13,700 
                                               -------              -------
  Income before provision for taxes             37,700               26,600 
                                                            
Provision for income taxes                      14,700               10,100 
                                               -------              -------
  Income before extraordinary items             23,000               16,500 
                                                            
Extraordinary items, net of tax                   -                  (1,100)
                                               -------              -------
  Net Income                                    23,000               15,400 
                                                            
Retained earnings - beginning of the period    135,900              120,000 
                                                            
Cash dividends of $.03 and $.026 per share      (1,800)              (1,300)
                                              --------             --------
  Retained earnings - end of the period       $157,100             $134,100 
                                              ========             ======== 

Net income per share of common stock:                       
                                                            
  Primary:                                                  
      Income before extraordinary items       $    .38             $    .34 
      Extraordinary items                         -                    (.02)
                                              --------             --------
      Net Income                              $    .38             $    .32 
                                              ========             ======== 
                            
  Fully Diluted:                                            
      Income before extraordinary items       $    .38             $    .32    
      Extraordinary items                         -                    (.02)
                                              --------             --------
      Net Income                              $    .38             $    .30 
                                              ========             ======== 
                                         
Weighted average number of shares outstanding:              
                                                            
  Primary                                       60,000               48,300 
                                              ========             ========
  Fully-diluted                                 60,500               53,600 
                                              ========             ========



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

<PAGE>5

                           MARK IV INDUSTRIES, INC. 
     CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (UNAUDITED) 
          For the Nine Month Periods Ended November 30, 1995 and 1994
                 (Amounts in thousands, except per share data)


                                                     1995           1994
                                                 ----------     ----------

Net sales                                        $1,553,500     $1,118,300
                                                -----------     ----------
Operating costs: 
  Cost of products sold                           1,049,200        730,200
  Selling and administration                        257,000        205,000
  Research and development                           35,000         24,500
  Depreciation and amortization                      49,300         38,000
                                                -----------     ----------
    Total operating costs                         1,390,500        997,700
                                                -----------     ----------
  Operating income                                  163,000        120,600
Interest expense                                     45,500         39,000
                                                -----------     ----------
  Income before provision for income taxes          117,500         81,600
Provision for income taxes                           45,800         31 300
                                                -----------     ----------
  Income before extraordinary items                  71,700         50,300

Extraordinary items, net of tax                        -            (1,100)
                                                -----------     ----------

  Net income                                         71,700         49,200 

Retained earnings - beginning of the period          90,800         88,600
Cash dividends of $.09 and $.079 per share           (5,400)        (3,700)
                                                -----------     ----------
  Retained earnings - end of the period            $157,100       $134,100  
                                                ===========     ==========
Net income per share of common stock: 
  Primary:
   Income before extraordinary items               $   1.19       $   1.09
   Extraordinary items                                 -              (.02)
                                                -----------     ----------
     Net income                                    $   1.19       $   1.07 
                                                ===========     ==========

  Fully-diluted:
   Income before extraordinary items               $   1.19       $    .99
   Extraordinary items                                 -              (.02)
                                                 ----------     ----------
     Net income                                    $   1.19       $    .97 
                                                 ==========     ==========

Weighted average number of shares outstanding:
   Primary                                           60,100         46,000
                                                 ==========     ==========
   Fully-diluted                                     60,500         53,600
                                                 ==========     ==========


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

<PAGE>6


                           MARK IV INDUSTRIES, INC. 
              CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) 
         For the Nine Month Periods Ended November 30, 1995 and 1994 
                            (Dollars in thousands) 



                                                         1995          1994
                                                         ----          ----


Cash flows from operating activities:
  Income before extraordinary items                     $ 71,700     $ 50,300
  Items not affecting cash:
   Depreciation and amortization                          49,300       38,000
   Pension and compensation related items                 (7,800)     (10,600)
   Deferred income taxes                                  21,800        4,900
                                                        --------     --------
      Net cash provided by earnings                      135,000       82,600
  Changes in assets and liabilities, net 
   of effects of businesses acquired and
   discontinued:
    Accounts receivable                                  (13,500)        (300)
    Inventories                                          (14,600)     (13,800)
    Other assets                                         (21,200)     (10,400)
    Accounts payable                                      (4,400)      11,200
    Other liabilities                                    (18,300)      13,600 
                                                       ---------     --------
      Net cash provided from
       operating activities                               63,000       82,900 
                                                       ---------      -------
Cash flows from investing activities:
  Acquisitions                                           (26,100)    (299,100)
  Divestitures and asset sales                             1,400        5,300
  Purchase of plant and equipment, net                   (66,000)     (28,000)
                                                       ---------     --------
     Net cash used in investing activities               (90,700)    (321,800)
                                                       ---------     --------
Cash flows from financing activities:
  Credit agreement borrowings, net                        11,700      241,200 
  Other changes in long-term debt, net                     5,200          600 
  Changes in short-term bank borrowings                   16,400          700
  Common stock transactions                                 (200)         300
  Cash dividends paid                                     (5,400)      (3,500)
                                                       ---------     --------
      Net cash provided by           
       financing activities                               27,700      239,300 
                                                       ---------     --------
Effect of exchange rate fluctuations                         100         (100)
                                                       ---------     --------
      Net increase in cash                                   100          300 
Cash and cash equivalents:
  Beginning of the year                                      800          500
                                                        --------     --------
  End of the period                                     $    900     $    800
                                                        ========     ========



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


<PAGE>7




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


1.    In the opinion of the Company's management, the accompanying unaudited
      financial statements contain all adjustments (consisting of only normal
      recurring accruals) necessary to present fairly the financial position
      of the Company at November 30, 1995, and the results of its operations
      and its cash flows for the three and nine month periods ended November
      30, 1995 and 1994.  Such results are not necessarily indicative of the
      results to be expected for the full year. 

2.    On November 4, 1994, the Company acquired substantially all of the stock
      of Purolator Products Company (Purolator) for a cash purchase price of
      $25.00 per share, or a total cost, including expenses, of approximately
      $286.3 million. Purolator is a manufacturer of a broad range of filters
      and separation systems used in automotive (principally aftermarket),
      marine, heating, ventilating, air conditioning, and high-technology
      liquid-filtration applications, and specialized industrial filters and
      separation systems.  Purolator is a significant addition to the
      Company's Power and Fluid Transfer business segment.

      The acquisition has been accounted for under the purchase method, and
      the financial position of Purolator is included in the consolidated
      results of operations for the three and nine month periods ended
      November 30, 1995, and in the consolidated balance sheets of the Company
      as of November 30, 1995 and February 28, 1995 based upon a preliminary
      determination and allocation of the purchase price.  Such amounts will
      be finalized upon additional analysis and asset valuation determinations
      to be made by the Company and various outside appraisal firms during the
      last quarter of fiscal 1996.  The final changes are not expected to have
      a significant impact on the Company's results of operations as reported
      herein.

      The following table presents the pro forma consolidated condensed
      results of operations for the Company's three and nine month periods
      ended November 30, 1994 as if the following transactions had occurred at
      the beginning of the periods:  (i) the consummation of the acquisition
      of Purolator in November 1994 and the borrowings under the 1994 Credit
      Agreement in connection therewith; and (ii) the consummation of the
      Equity Offering in December 1994 and the application of the estimated
      net proceeds therefrom.  The pro forma amounts do not purport to be
      indicative of the results that actually would have been obtained had the
      transactions identified above actually taken place at the beginning of
      the periods, nor are they intended to be a projection of future results
      (dollars in thousands, except per share amounts):
                                         Three Months Ended  Nine Months Ended
                                          November 30, 1994  November 30, 1994
                                         ------------------  ----------------
      Net sales                                 $477,000         $1,428,300
                                                ========         ==========
      Income before interest and taxes          $ 47,500         $  146,700
                                                ========         ==========
      Income before extraordinary items         $ 20,000         $   60,500
                                                ========         ==========
      Income per share before 
       extraordinary items:                                         
        Primary                                 $    .37         $     1.15
                                                ========         ==========
        Fully-diluted                           $    .34         $     1.06
                                                ========         ==========



<PAGE>8


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


3.    Accounts receivable are presented net of allowances for doubtful
      accounts of $18,900,000 and $18,600,000 at November 30, 1995 and
      February 28, 1995, respectively.

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

                                                November 30,     February 28,
                                                   1995              1995
                                               -------------    -------------

      Raw materials, parts and sub-assemblies    $104,300          $103,500
      Work-in-process                              65,900            60,200
      Finished goods                              203,700           198,200
                                                 --------          --------
        Inventories                              $373,900          $361,900
                                                 ========          ========

      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 November 30, 1995.  The amounts at February 28, 1995 are
      based upon the audited balance sheet at that date.  

5.    Property, plant and equipment is stated at cost and consists of the
      following components (dollars in thousands): 

                                               November 30,      February 28,
                                                   1995              1995
                                               -----------       ------------

      Land and land improvements                 $ 41,500          $ 41,500
      Buildings                                   153,400           145,300
      Machinery and equipment                     513,400           451,600
                                                 --------          --------
        Total property, plant and equipment       708,300           638,400
      Less accumulated depreciation               189,100           150,500
                                                 --------          --------
        Property, plant and equipment, net       $519,200          $487,900
                                                 ========          ========


<PAGE>9


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



6.    Long-term debt consists of the following at November 30, 1995 and
      February 28, 1995 (dollars in thousands):
                                              November 30,      February 28,
                                                   1995             1995  
                                              ------------      ------------

      Senior Debt:
        Credit Agreement                       $  310,000       $  300,000
        Multi-Currency Agreement                   40,000           38,300
        Other items                                49,600           42,500
                                               ----------       ----------
                  Total                           399,600          380,800
        Less Current maturities                    (6,500)          (8,600)
        Less amounts allocated to 
          discontinued operations                 (20,600)         (19,500)
                                               ----------       ----------
                  Net senior debt                 372,500          352,700

      8-3/4% Senior Subordinated Notes            258,000          258,000
                                               ----------       ----------
        Total long-term debt                      630,500          610,700

        Total stockholders' equity                706,300          635,500
                                               ----------       ----------
        Total capitalization                   $1,336,800       $1,246,200
                                               ==========       ==========
        Long-term debt as a percentage
          of total capitalization                   47.2%            49.0%
                                               ==========        =========



7.    In May 1995, the Company's Board of Directors adopted a Shareholders'
      Rights Plan under which Preferred Stock Purchase Rights were distributed
      as a dividend at a rate of one Right for each share of Common Stock held
      as of the close of business on June 2, 1995.  The Rights will expire at
      the close of business on June 2, 2005.

      Each Right entitles the holder to buy one one-hundredth of a newly-
      issued share of Mark IV Industries, Inc. Series A Junior Participating
      Preferred Stock at an exercise price of $80.  The Rights will detach
      from the Common Stock and will initially become exercisable for such
      shares of Preferred Stock if a person or group acquires beneficial
      ownership of, or commences a tender or exchange offer which would result
      in such person or group beneficially owning, 20 percent or more of the
      Company's Common Stock, except through a tender or exchange offer for
      all shares which the Board determines to be fair and otherwise in the
      best interest of the Company and its stockholders.  If either the
      acquiring person beneficially owns 20% or more of the Company's Common
      Stock or the Company is a party to a business combination which is not
      approved by the Company's Board of Directors, each Right (other than
      those held by the acquiring person) will entitle the holder to receive,
      upon exercise, shares of Common Stock of the Company or of the surviving
      company with a value equal to two times the exercise price of the Right.


<PAGE>10


8.    For purposes of cash flows, the Company considers overnight investments
      as cash equivalents.  The Company made cash interest payments of
      approximately $51,600,000 and $45,600,000 in the nine month periods
      ended November 30, 1995 and 1994, respectively.  The Company also made
      cash income tax payments of approximately $26,200,000 and $15,100,000 in
      the nine month periods ended November 30, 1995 and 1994, respectively. 


9.    On December 5, 1995, the Company acquired the assets of FitzSimons
      Manufacturing Company (FMC) for a cash purchase price of $23,700,000. 
      FMC is a manufacturer of fuel system components for the North American
      automotive and truck industries, with annual sales of approximately
      $60,000,000.




<PAGE>11


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


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

Net cash provided by earnings was approximately $135,000,000 for the nine
month period ended November 30, 1995, an increase of approximately $52,400,000
(63%) over the nine month period ended November 30, 1994.  As of November 30,
1995, the Company had working capital of approximately $433,000,000 an
increase of approximately $53,300,000 (14%) from February 28, 1995.  The
increase in working capital is substantially attributable to the Power and
Fluid Transfer segment to support higher business levels and temporary
seasonal inventory and accounts receivable increases. 

The Company has borrowing availability under its primary credit agreements in
excess of $352,500,000 and additional availability under its various domestic
and foreign demand lines of credit of approximately $124,800,000 as of
November 30, 1995.  Long-term debt at November 30, 1995 increased
approximately $19,800,000 (3%) from the total amount as of February 28, 1995,
primarily as a result of increased borrowings required to support the
temporarily increased working capital requirements referred to above. 

Although the Company's long-term debt increased in absolute terms, as a
percentage of total capitalization it decreased slightly to approximately 47%
as of November 30, 1995, from 49% at February 28, 1995.  Debt reduction in the
balance of the fiscal year will be pursued through the use of cash generated
from operations and reduced working capital requirements.  Management believes
that cash generated from operations should be sufficient to support the
Company's working capital requirements and anticipated capital expenditures
for the foreseeable future.

On October 30, 1995, the Company announced it is exploring the possibility of
selling its infrastructure business to potential strategic buyers.  This
business, also known as the Transportation Products Group (TPG), has annual
revenue of approximately $225 million, and is a part of the Company's Power
and Fluid Transfer business segment.  The Company has retained Bear, Stearns &
Co. Inc. to represent it in pursuing the possible sale of TPG.  The sale of
TPG would allow Mark IV to become more focused in the worldwide Industrial,
Automotive Aftermarket and Automotive OEM markets of its Power and Fluid
Transfer business.  Proceeds from a sale of TPG may be used to pay down debt,
fund future acquisitions in core business areas, or to repurchase the
Company's Common Stock.


<PAGE>12




Results of Operations
---------------------

The Company classifies its operations in two business segments:  Power and
Fluid Transfer and Professional Audio.  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 the Company's
international presence.

The results of operations for the three and nine month periods ended November
30, 1995 include the results of operations of Purolator.  The results of
operations for the three and nine month periods ended November 30, 1994
include the results of operations of Purolator from its November 4, 1994
acquisition date.  

Net sales for the three month period ended November 30, 1995 increased
$128,200,000 (32%) over the comparable period last year.  The increase was
primarily due to the inclusion of the results of operations of Purolator for
the full period and several smaller acquisitions. Excluding the acquisitions,
sales in the Power and Fluid Transfer segment increased approximately
$47,500,000 (13%) in the three month period ended November 30, 1995, while
sales in the Professional Audio segment remained comparable to the prior
year's quarter.  Foreign currency exchange rate movements had a nominal effect
on sales in the quarter ended November 30, 1995 in comparison to the prior
year's quarter.  

Net sales for the nine month period ended November 30, 1995 increased
$435,200,000 (39%) over the comparable period last year.  The increase was
primarily due to the inclusion of the results of operations of Purolator for
the full period and several smaller acquisitions.  Excluding the acquisitions,
sales increased approximately $97,400,000 (9%) in the nine month period ended
November 30, 1995, with $85,000,000 of the increase in the Power and Fluid
Transfer segment and $12,400,000 in the Professional Audio segment.  Foreign
currency exchange rate movements had a $12,900,000 positive effect on sales in
the nine months ended November 30, 1995 in comparison to the prior year.  
Excluding acquisitions and the positive effect of foreign currency movements,
the internal growth was $84,500,000 (8%) in the nine month period ended
November 30, 1995 compared to the nine month period ended November 30, 1994.

The cost of products sold as a percentage of consolidated net sales increased
to approximately 68% for the three and nine month periods ended November 30,
1995, as compared to approximately 65% for the three and nine month periods
ended November 30, 1994.  The increase in the percentage of costs is primarily
the result of the Purolator acquisition, due to its historically lower gross
margins.  

Selling and administration costs as a percentage of net sales were 16% for the
three and nine month periods ended November 30, 1995 as compared to
approximately 18% for the three and nine month periods ended November 30,
1994.  The reduced level of costs as a percentage of sales is primarily a
result of the inclusion of the Purolator operations for the full periods which
tend to have a lower level of such costs after the elimination of duplicate
corporate and other costs.  The reduction in the level of costs also indicates
the Company's continued emphasis on cost control has been successful in
substantially offsetting the impact of inflation on such costs.
 

<PAGE>13

Research and development costs increased by $4,500,000 (51%) and $10,500,000
(43%) for the three and nine month periods ended November 30, 1995 as compared
to the three and nine month periods ended November 30, 1994.  The increase was
primarily attributable to the inclusion of the results of operations of
Purolator.  As a percentage of net sales, these expenses remained consistent
at approximately 2% in each period.  This consistent level of investment
reflects the Company's continuing emphasis on new product development.

Depreciation and amortization expense increased by $2,100,000 (14%) and
$11,300,000 (30%) for the three and nine month periods ended November 30, 1995
as compared to the three and nine month periods ended November 30, 1994.  The
increase is primarily attributable to the inclusion of the results of
operations of Purolator for the full period and several smaller acquisitions,
as well as depreciation resulting from fixed asset additions made in the first
half of fiscal 1996. 

Interest expense for the three and nine month periods ended November 30, 1995
increased by $1,600,000 (12%) and $6,500,000 (17%) as compared to the three
and nine month periods ended November 30, 1994.  The increase is primarily due
to an increase in the weighted average debt outstanding resulting from
borrowings incurred to finance the acquisition of Purolator, net of the
effects of the conversion of the Company's 6-1/4% Convertible Subordinated
Debentures and the equity offering which occurred in the second half of fiscal
1995.  Increases in economic rates on the Company's domestic and foreign debt
also contributed to increased interest expense in the current periods.

The Company's provision for income taxes as a percentage of pre-tax accounting
income for the three and nine month periods ended November 30, 1995 increased
to approximately 39% as compared to 38% for the three and nine month periods
ended November 30, 1994.  The slightly higher effective tax rate is primarily
the result of relatively increased income in foreign locations with higher
statutory tax rates than in the U.S.

As a result of the replacement of the Company's 1993 Credit Facility with the
1994 Credit Agreement, the Company recognized a $1,100,000 extraordinary loss,
net of related tax benefits, for the three and nine month periods ended
November 30, 1994, related to the write-off of the unamortized balance of
deferred charges associated with the 1993 Credit Facility.

As a result of all of the above, the Company's net income for the three and
nine month periods ended November 30, 1995 increased $7,600,000 (49%) and
$22,500,000 (46%) over the comparable periods last year.




Impact of Inflation
-------------------

Generally, the Company has been able to pass on inflation-related cost
increases; consequently, inflation has had no material impact on income from
operations.


<PAGE>14

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



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

      Exhibit No.

      11    Statement Regarding Computation of Per Share Earnings

      27    Financial Data Schedule


Item 6(b) Reports on Form 8-K
-----------------------------

      None




<PAGE>15



                                  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:January 12, 1996                     /s/ Sal H. Alfiero          
     ----------------                     -----------------------
                                           Sal H. Alfiero 
                                          Chairman of the Board 



DATE:January 12, 1996                     /s/ Clement R. Arrison      
     ----------------                     ------------------------
                                          Clement R. Arrison
                                          President 



DATE:January 12, 1996                     /s/ William P. Montague     
     ----------------                     -------------------------
                                          William P. Montague
                                          Executive Vice President 
                                           and Chief Financial Officer 


DATE:January 12, 1996                     /s/ John J. Byrne           
     ----------------                     -------------------------
                                          John J. Byrne 
                                          Vice President-Finance 


DATE:January 12, 1996                     /s/ Richard L. Grenolds     
     ----------------                     -------------------------
                                          Richard L. Grenolds 
                                          Vice President and 
                                           Chief Accounting Officer 
                                           


<PAGE>16

EXHIBIT INDEX 


Description
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                                                                      Page No.

      11    Statement Regarding Computation of Per Share Earnings        17
      27    Financial Data Schedule                                      19