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, 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                                  


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


         Delaware                                      23-1733979
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(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 January 11, 1999
   -----                                    -------------------------------
Common stock $.01 par value                             53,450,820



<PAGE>2

                           MARK IV INDUSTRIES, INC. 


                                     INDEX



Part I.  Financial Information                                 Page No.

Consolidated Condensed Balance Sheets as of 
 November 30, 1998 and February 28, 1998                             3

Consolidated Statements of Income For the Three Month 
 Periods Ended November 30, 1998 and 1997                            4

Consolidated Statements of Income For the Nine Month 
 Periods Ended November 30, 1998 and 1997                            5

Consolidated Statements of Cash Flows 
 For the Nine Month Periods Ended November 30, 1998 and 1997         6

Consolidated Statements of Comprehensive Income and
 Retained Earnings for the Three and Nine Month Periods 
 Ended November 30, 1998 and 1997                                    7
 
Notes to Consolidated Financial Statements                           8

Management's Discussion and Analysis of Financial 
 Condition and Results of Operations                                14


Part II.  Other Information                                         23


Signature Page                                                      24

Exhibit Index                                                       25



<PAGE>3


       

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


                                               November 30,      February 28,
                                                   1998              1998   
                                               -----------       -----------
ASSETS                                         (Unaudited)

Current Assets: 
  Cash and short-term investments               $    1,300        $  120,900   
  Accounts receivable                              460,300           466,400
  Inventories                                      364,300           393,400
  Other current assets                             144,700           105,600
                                                ----------        ----------
    Total current assets                           970,600         1,086,300
                                                ==========        ==========

Pension and other non-current assets               239,300           226,600
Property, plant and equipment, net                 664,900           668,400
Cost in excess of net assets acquired              431,300           439,200
                                                ----------        ----------
     TOTAL ASSETS                               $2,306,100        $2,420,500
                                                ==========        ==========
LIABILITIES & STOCKHOLDERS' EQUITY 

Current Liabilities: 
  Notes payable and current 
   maturities of debt                           $   66,200        $  133,800
  8-3/4% Notes, called for redemption                 -               73,100
  Accounts payable                                 232,000           222,400
  Compensation related liabilities                  78,600            75,500
  Accrued interest                                  11,700            28,600
  Other current liabilities                        107,400            94,500  
                                                ----------        ----------
    Total current liabilities                      495,900           627,900 
                                                ----------        ----------
Long-Term Debt: 
  Senior debt                                      161,900            21,400
  Subordinated debentures                          772,700           772,500
                                                ----------        ----------
    Total long-term debt                           934,600           793,900
                                                ----------        ----------
Other non-current liabilities                      263,800           246,700
                                                ----------        ----------
Stockholders' Equity: 
  Preferred stock                                     -                 -
  Common stock                                         500               600
  Additional paid-in capital                       452,300           617,800
  Retained earnings                                190,900           167,100
  Foreign currency translation adjustment          (31,900)          (33,500)
                                                ----------        ----------
    Total stockholders' equity                     611,800           752,000
                                                ----------        ----------
    TOTAL LIABILITIES & STOCKHOLDERS' EQUITY    $2,306,100        $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 November 30, 1998 and 1997
                 (Amounts in thousands, except per share data)



                                                     1998            1997
                                                     ----            ----


Net sales                                         $580,200         $564,100 
                                                  --------         --------

Operating costs:                                                            
  Cost of products sold (including 
   repositioning charge of $66,000 in 1998)        458,700          381,600
  Selling and administration                        88,400           88,300 
  Research and development                          13,700           12,700 
  Depreciation and amortization                     25,400           20,700
                                                  --------         --------
    Total operating costs                          586,200          503,300 
                                                  --------         --------
  Operating income (loss)                           (6,000)          60,800 
Interest expense                                    17,700           16,800 
                                                  --------         --------
  Income (loss) before provision for taxes         (23,700)          44,000 
Provision for (benefit from) income taxes          (10,700)          16,700
                                                  --------         --------
    Income (loss) before extraordinary items       (13,000)          27,300 
                                                               
Extraordinary loss from early                                      
 extinguishment of debt, net of tax benefits          -             (10,600)
                                                  --------         --------
  
       Net Income (Loss)                          $(13,000)        $ 16,700 
                                                  ========         ========
Net income (loss) per share of common stock:                       
  Basic: 
     Income (loss) before extraordinary item      $   (.24)        $    .43
     Extraordinary loss                                -               (.17)
                                                  --------         --------
       Net Income (Loss)                          $   (.24)        $    .26
                                                  ========         ========
  Diluted: 
     Income (loss) before extraordinary item      $   (.17)        $    .42 
     Extraordinary loss                                -               (.16)
                                                  --------         --------
       Net Income (Loss)                          $   (.17)        $    .26 
                                                  ========         ========

Weighted average number of shares outstanding:                     
  Basic                                             54,500           63,700
                                                  ========         ========
  Diluted                                           63,000           67,300 
                                                  ========         ========

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


<PAGE>5


                           MARK IV INDUSTRIES, INC. 
                CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) 
          For the Nine Month Periods Ended November 30, 1998 and 1997
                 (Amounts in thousands, except per share data)



                                                     1998            1997
                                                     ----            ----
Net sales                                         $1,763,200      $1,655,300 
                                                  ----------      ----------

Operating costs:                                                             
  Cost of products sold (including
   repositioning charge of $66,000 in 1998)        1,275,700       1,116,000 
  Selling and administration                         270,500         260,200 
  Research and development                            42,500          36,500 
  Depreciation and amortization                       73,600          57,700
                                                  ----------      ----------
    Total operating costs                          1,662,300       1,470,400 
                                                  ----------      ----------
  Operating income                                   100,900         184,900 
Interest expense                                      50,100          46,700 
                                                  ----------      ----------
  Income before provision for taxes                   50,800         138,200 
Provision for income taxes                            16,000          53,300
                                                  ----------      ----------
    Income before extraordinary item                  34,800          84,900 
                                                                  
Extraordinary loss from early                                     
 extinguishment of debt, net of tax benefits          (2,600)        (10,600)
                                                  ----------      ----------
     Net Income                                   $   32,200      $   74,300 
                                                  ==========      ==========
Net income per share of common stock:                                        
  Basic:  
     Income before extraordinary item             $      .60      $     1.32 
     Extraordinary loss                                 (.04)           (.16)
                                                  ----------      ----------
       Net Income                                 $      .56      $     1.16
                                                  ==========      ==========
  Diluted:   
     Income before extraordinary item             $      .62      $     1.30 
     Extraordinary loss                                 (.04)           (.16)
                                                  ----------      ----------
       Net Income                                 $      .58      $     1.14 
                                                  ==========      ==========
Weighted average number of shares outstanding:                    
  Basic                                               57,900          64,300
                                                  ==========      ==========
  Diluted                                             66,500          65,800 
                                                  ==========      ==========


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, 1998 and 1997 
                            (Dollars in thousands) 



                                                         1998          1997
                                                         ----          ----
                                                             
Cash flows from operating activities:
  Income before extraordinary loss                    $ 34,800      $ 84,900
  Items not affecting cash:                        
   Depreciation and amortization                        73,600        57,700
   Pension and compensation related items, net         (18,000)      (13,900)
   Deferred income taxes                                 8,000        22,400
   Repositioning charge                                 29,500          -
  Changes in assets and liabilities, net                            
   of effects of acquired and divested businesses:                     
    Accounts receivable                                 18,000       (40,300)
    Inventories                                         17,200       (23,700)
    Other assets                                       (17,700)      (35,800)
    Accounts payable                                    11,800         6,300
    Other liabilities                                  (18,000)      (38,100)
                                                      --------      --------
     Net cash provided by operating activities         139,200        19,500
  Extraordinary item, before deferred charges           (3,300)      (11,700)
                                                      --------      --------
     Net cash provided by operating activities         135,900         7,800
                                                      --------      --------
Cash flows from investing activities:                               
  Acquisitions and investments                          (5,200)      (79,200)
  Divestitures and asset sales                            -           36,700
  Purchase of plant and equipment, net                 (58,600)     (108,600)
                                                      --------      --------
     Net cash used in investing activities             (63,800)     (151,100)
                                                      --------      --------
Cash flows from financing activities:                               
  Issuance of subordinated notes                          -          523,700
  Repurchase of subordinated notes                     (73,100)     (184,900)
  Credit Agreement borrowings, net                     125,000          - 
  Other changes in long-term debt, net                  14,900        (4,700)
  Changes in short-term bank borrowings                (83,800)       34,200
  Common stock transactions                           (166,300)      (63,600)
  Cash dividends paid                                   (8,400)       (7,600)
                                                      --------      --------
      Net cash provided by (used in) 
       financing activities                           (191,700)      297,100
                                                      --------      --------
      Net increase (decrease) in cash
       and short-term investments                     (119,600)      153,800
Cash and short-term investments:                                    
  Beginning of the period                              120,900         1,300
                                                      --------      --------
  End of the period                                   $  1,300      $155,100 
                                                      ========      ========

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


<PAGE>7


                           MARK IV INDUSTRIES, INC. 
                CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                       AND RETAINED EARNINGS (UNAUDITED)
    For the Three and Nine Month Periods Ended November 30, 1998 and 1997 
                            (Dollars in thousands) 
                                       



                                      Three Months Ended    Nine Months Ended 
                                        November 30,          November 30,  
                                      ------------------    -----------------
                                       1998        1997      1998      1997
                                       ----        ----      ----      ----
Comprehensive Income   


Net income (loss)                    $(13,000)  $ 16,700   $ 32,200  $ 74,300

Balance sheet effect of foreign 
 currency translation adjustments       7,500      1,200      1,600    (5,600)
                                     --------   --------   --------  --------
Comprehensive net income (loss)      $ (5,500)  $ 17,900   $ 33,800  $ 68,700
                                     ========   ========   ========  ========



Retained Earnings


Retained earnings at the 
 beginning of the period             $206,600   $131,900   $167,100  $ 79,300

Net income (loss)                     (13,000)    16,700     32,200    74,300

Cash dividends of $.05, $.04, $.15
 and $.12 per share, respectively      (2,700)    (2,600)    (8,400)   (7,600)
                                     --------   --------   --------  --------
Retained earnings at the 
 end of the period                   $190,900   $146,000   $190,900  $146,000
                                     ========   ========   ========  ========

 






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



<PAGE>8

                           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 November 30,
      1998, and the results of its operations and its cash flows for the
      periods ended November 30, 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 $11.4 million and  $13.6 million at November 30, 1998 and
      February 28, 1998, respectively.

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

                                               November 30,      February 28,
                                                  1998             1998 
                                                  ----             ----
        Raw materials                          $  88,300        $  86,200
        Work-in-process                           64,700           73,000
        Finished goods                           211,300          234,200
                                               ---------        ---------
              Total                            $ 364,300        $ 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 November 30, 1998.  The amounts at February 28, 1998 are
      based upon the audited balance sheet at that date.


<PAGE>9
       

                           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):

                                                   November 30,  February 28,
                                                       1998         1998   
                                                       ----         ----
      Land and land improvements                     $ 26,300      $ 25,900
      Buildings                                       184,700       179,900
      Machinery and equipment                         689,600       641,800
                                                     --------      --------
         Total property, plant and equipment          900,600       847,600
      Less accumulated depreciation                   235,700       179,200
                                                     --------      --------
         Property, plant and equipment, net          $664,900      $668,400
                                                     ========      ========

4.  Long-term debt 

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


                                                 November 30,    February 28,
                                                     1998           1998
                                                     ----           ----
      Senior Debt:
       Credit Agreement                           $  125,000    $    -   
       Other borrowing arrangements                   46,900        31,200
                                                  ----------    ----------
          Total                                      171,900        31,200
       Less Current maturities                       (10,000)       (9,800)
                                                  ----------    ----------
          Net senior debt                            161,900        21,400
                                                  ----------    ----------
      Subordinated Debt:
        7-3/4% Senior Subordinated Notes             248,800       248,700
        7-1/2% Senior Subordinated Notes             248,900       248,800
        4-3/4% Convertible Subordinated Notes        275,000       275,000
                                                  ----------    ----------
          Total subordinated debt                    772,700       772,500
                                                  ----------    ----------
          Total long-term debt                       934,600       793,900

      Total stockholders' equity                     611,800       752,000
                                                  ----------    ----------
        Total capitalization                      $1,546,400    $1,545,900
                                                  ==========    ==========
        Long-term debt as a percentage
         of total capitalization                       60.4%         51.4%
                                                  ==========    ==========


<PAGE>10


                           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 $69.2 million and $55.2 million in the nine month periods
      ended November 30, 1998 and 1997, respectively.  The Company also made
      cash income tax payments of approximately $24.8 million and $22.9
      million in the nine month periods ended November 30, 1998 and 1997,
      respectively. 

6.  Common Stock Repurchase Programs  

      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 that program, the
      Board of Directors approved the purchase of an additional ten million
      shares.  It is expected that such shares will be purchased in the open-
      market, or through privately negotiated transactions at prices which the
      Company considers to be attractive.  Through November 30, 1998 the
      Company acquired approximately 4.7 million shares under the new
      repurchase program, at an average cost of $18.17 per share, or a total
      cost of approximately $85.7 million.  Total purchases under both
      authorizations in the current fiscal year through November 30, 1998 were
      approximately 8.5 million shares, at an average cost of $19.45 per
      share, or a total cost of approximately $166.2 million.  Subsequent to
      November 30, 1998, the Company acquired approximately 1.0 million
      additional shares, at an average cost of $12.31 per share, or a total
      cost of approximately $12.0 million.

7.  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.  The Company has
      reported the change in foreign currency translation items as a component
      of comprehensive income in the Consolidated Statements of Comprehensive
      Income and Retained Earnings for the periods ended November 30, 1998 and
      1997. The accumulated effect of foreign currency translation items at
      November 30, 1998 and February 28, 1998, is reported in the
      Stockholder's Equity section of the Company's Consolidated Condensed
      Balance Sheets.

8.  Senior Subordinated Notes Redemption

      In April 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 charge for early debt extinguishment of $2.6 million (net
      of tax) for the nine month period ended November 30, 1998.

<PAGE>11


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


9.  Repositioning Charge

      During the three-month period ended November 30, 1998, the Company
      finalized its plans to reposition its automotive aftermarket business,
      and made certain other strategic decisions relative to its personnel
      requirements, inventory management practices, facility utilization and
      non-core lines of business.  During this period the Company also
      completed the remaining facility and product relocations related to its
      restructuring plan announced in fiscal 1997.  As a result of these
      developments, the Company recognized a charge in its current income
      statement in the amount of $66.0 million.  Such amount has been included
      in the total cost of products sold, and is primarily made up of the
      following elements (amounts in thousands):

                                            Cash        Non-Cash     Total
                                        Expenditures    Charges     Expense 
                                        ------------    --------    -------
         Costs to complete the fiscal
          1997 restructuring plan          $20,800         -        $20,800
         Inventory related costs              -         $15,200      15,200
         Asset write-offs                     -          14,300      14,300
         Facility closing and lease
          run-out costs                      9,700         -          9,700
         Severance and other costs           6,000         -          6,000
                                           -------      -------     -------
                 Total costs               $36,500      $29,500     $66,000
                                           =======      =======     =======

      The after-tax effect of the above charge reduced net income by $40.0
      million and diluted net income per share by $.63 and $.60 per share,
      respectively, in the three and nine month periods ended November 30,
      1998.    


10.  Accounting for Derivative Instruments and Hedging Activities

      In June 1998, the Financial Accounting Standards Board issued statement
      of Financial Accounting Standards No. 133 ("FAS 133").  FAS 133
      standardized the accounting for derivative instruments by requiring them
      to be recognized as balance sheet assets or liabilities, measured at
      their fair market value.  Certain criteria have been established by FAS
      133 to determine if a derivative is designated and qualifies as a hedge. 
      Changes in the fair value of derivatives that do not meet hedge
      accounting criteria in FAS 133 are required to be reported in earnings. 
      The Company does not hold or issue derivatives for trading purposes and
      is not a party to leveraged derivatives transactions.  The Company's
      exports and sales from international locations are significant;
      therefore, the Company does enter into foreign currency forward
      contracts as a hedge for certain existing or anticipated business
      transactions denominated in various foreign currencies.  FAS 133 is
      effective for the Company's fiscal year ending February 29, 2000. 
      Management is in the process of assessing the impact of its FAS 133
      adoption; however, it anticipates the effect on its financial statements
      will not be significant.


<PAGE>12

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



11.  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):


                                      Three Months Ended  Nine Months Ended
                                         November 30,       November 30,
                                      ------------------  -----------------
                                        1998      1997     1998     1997 
                                        ----      ----     ----     ----
      BASIC CALCULATIONS:
      ------------------
      Income before repositioning
       charge and extraordinary loss   $ 27,000   $27,300  $74,800  $84,900

      Repositioning charge, net of tax  (40,000)     -     (40,000)    -   
                                       --------   -------  -------  -------
      Income (loss) before 
       extraordinary loss               (13,000)   27,300   34,800   84,900

      Extraordinary loss, net of tax       -      (10,600)  (2,600) (10,600)
                                       --------   -------  -------  -------
      Net income (loss)                $(13,000)  $16,700  $32,200  $74,300
                                       ========   =======  =======  =======

      Weighted average number of
       common shares outstanding         54,500    63,700   57,900   64,300
                                       ========   =======  =======  =======


      Basic Earnings Per Share:
      ------------------------
      Income before repositioning
       charge and extraordinary loss   $    .50   $   .43  $  1.29  $  1.32

      Repositioning charge                 (.74)      -       (.69)     -  
                                       --------   -------  -------  -------
      Income (loss) before
       extraordinary loss                  (.24)      .43      .60     1.32

      Extraordinary loss                    -        (.17)    (.04)    (.16)
                                       --------   -------  -------  -------
      Net Income (loss) per share      $   (.24)  $   .26  $   .56  $  1.16
                                       ========   =======  =======  =======


<PAGE>13


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



      DILUTED CALCULATIONS:
      --------------------
      Income before repositioning 
       charge and extraordinary loss   $ 27,000   $27,300  $74,800  $84,900

      After-tax equivalent of interest
       expense on 4-3/4% convertible
       subordinated notes                 2,000       700    6,000      700
                                       --------   -------  -------  -------
      Income for purposes of computing
       income before repositioning 
       charge and extraordinary loss     29,000    28,000   80,800   85,600

      Repositioning charge              (40,000)     -     (40,000)    -

      Extraordinary loss                   -      (10,600)  (2,600) (10,600)
                                       --------   -------  -------  -------
      Income (loss) for purposes of
       computing net income (loss)     $(11,000)  $17,400  $38,200  $75,000
                                       ========   =======  =======  =======

      Weighted average common
       shares outstanding                54,500    63,700   57,900   64,300
    
      Dilutive stock options                100       600      200      500

      Weighted average assumed
       conversion of 4-3/4%
       convertible subordinated notes     8,400     3,000    8,400    1,000
                                       --------   -------  -------  -------
      Weighted average number of 
       common shares outstanding for 
       purposes of computing diluted
       net income per share              63,000    67,300   66,500   65,800
                                       ========   =======  =======  =======
      Diluted Earnings Per Share:

      Income before repositioning 
       charge and extraordinary loss   $    .46   $   .42  $  1.22  $  1.30

      Repositioning charge                 (.63)      -       (.60)     -  
                                       --------   -------  -------  -------
      Income before extraordinary loss     (.17)      .42      .62     1.30

      Extraordinary loss                    -        (.16)    (.04)    (.16)
                                       --------   -------  -------  -------

      Net income (loss) per share      $   (.17)  $   .26  $   .58  $  1.14
                                       ========   =======  =======  =======


<PAGE>14
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS


Liquidity and Capital Resources
-------------------------------
The Company's operating performance (earnings before the repositioning charge
and non-cash items, plus operating working capital changes) for the nine month
period ended November 30, 1998 generated cash of $198.4 million, which
compares to $93.4 million in the corresponding period last year.  The
significant improvement reflects the Company's success in reducing its working
capital position as a result of its increased emphasis on cash flow.  The cash
generated from operating activities was sufficient to fund the Company's
capital expenditure requirements in the period, as well as the completion of
its restructuring efforts which began in fiscal 1997.  The cash generated in
the current period also contributed to the cost of funding the Company's stock
repurchase program.  Management anticipates that its working capital
investment will be reduced further during the remainder of fiscal 1999 as a
result of the continuing positive effects of its corporate-wide emphasis on
increasing cash flow and improving the Company's return on assets employed.

Capital expenditures for the nine month period ended November 30, 1998 were
approximately $58.6 million, which was lower than depreciation and
amortization expense of $73.6 million for the same period.  Such expenditures
reflect a decrease of approximately $50.0 million in comparison to the $108.6
million expended in the nine month period ended November 30, 1997.  The
reduced level of expenditures relates primarily to the Company's anticipated
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.  Management anticipates the
Company's capital expenditure requirements will continue at the current level
for the remainder of the fiscal year.  

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 that program, the Board of Directors approved the
purchase of an additional ten million shares.  It is expected that such shares
will be purchased in the open-market, or through privately negotiated
transactions, at prices which the Company considers to be attractive.  Through
November 30, 1998 the Company acquired approximately 4.7 million shares under
the new program at an average cost of $18.17 per share, or a total cost of
approximately $85.7 million.  Total purchases under both authorizations in the
current fiscal year through November 30, 1998 were approximately 8.5 million
shares at an average cost of $19.45 per share, or a total cost of
approximately $166.2 million.  Subsequent to November 30, 1998, the Company
acquired approximately 1.0 million additional shares, at an average cost of
$12.31 per share, or a total cost of approximately $12.0 million.

In April 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.


<PAGE>15


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


The Company has borrowing availability under its primary credit agreements of
approximately $375.0 million, subject to certain covenants, and additional
availability under its various domestic and foreign demand lines of credit of
approximately $170.0 million as of November 30, 1998.  Long-term debt at
November 30, 1998 was $934.6 million, an increase of $140.7 million over the
$793.9 million that was outstanding as of February 28, 1998.  The change
reflects increased borrowings to fund a portion of the Company's stock
repurchase program and reduce short-term bank borrowings.

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 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.  

The following discussion of the Company's results of operations is based on
the table below, which presents the Company's results of operations separate
from the repositioning charge (000's):

                                   Three Months Ended     Nine Months Ended
                                      November 30,           November 30,
                                   ------------------     -----------------
                                    1998       1997        1998       1997
                                    ----       ----        ----       ----

Net sales                        $580,200   $564,100   $1,763,200  $1,655,300
                                 --------   --------   ----------  ----------
Operating costs:
  Cost of products sold *         392,700    381,600    1,209,700   1,116,000
  Selling and administration       88,400     88,300      270,500     260,200
  Research and development         13,700     12,700       42,500      36,500
  Depreciation and amortization    25,400     20,700       73,600      57,700
                                 --------   --------   ----------  ----------
    Total operating costs *       520,200    503,300    1,596,300   1,470,400
                                 --------   --------   ----------  ----------
  Operating income *               60,000     60,800      166,900     184,900
Interest expense                   17,700     16,800       50,100      46,700
                                 --------   --------   ----------  ----------
  Income before taxes and 
   special items                   42,300     44,000      116,800     138,200
Provision for income taxes         15,300     16,700       42,000      53,300
                                 --------   --------   ----------  ----------
  Income before special items      27,000     27,300       74,800      84,900
Repositioning charge **           (40,000)      -         (40,000)       -
                                 --------   --------   ----------  ----------
  Income (loss) before 
   extraordinary item             (13,000)    27,300       34,800      84,900
Extraordinary loss from debt
 extinguishment  **                  -       (10,600)      (2,600)    (10,600)
                                 --------   --------   ----------  ----------

     NET INCOME (LOSS)           $(13,000)  $ 16,700   $   32,200  $   74,300
                                 ========   ========   ==========  ==========


*  Before repositioning charge of $66.0 in 1998.
**  Net of tax benefits.

<PAGE>16

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


Net sales for the three and nine month periods ended November 30, 1998
increased by $16.1 million (3%) and $107.9 million (7%), respectively, over
the comparable periods last year.  In the Company's Automotive segment, net
sales increased $30.6 million (10%) for the three month period ended November
30, 1998 and $92.0 million (10%) for the nine month period ended November 30,
1998 over the comparable periods last year.  The growth in the Automotive
segment was primarily generated by the segment's Automotive OEM sector, which
offset the negative effect of a weakening Automotive Aftermarket sector.  The
Automotive OEM sector showed significant growth in its international markets
for the three and nine month periods ended November 30, 1998 over the
comparable periods last year.  In the domestic Automotive OEM market, sales
were up for the three and nine month periods ended November 30, 1998 over the
comparable period last year, although the effect of the General Motors strike
in the Company's second quarter offset a portion of such increase.  In the
Automotive Aftermarket sector, sales in the domestic market for the three and
nine month periods ended November 30, 1998 were 3% to 4% lower than in the
comparable periods last year.  In the international automotive aftermarket,
sales for the three and nine month periods ended November 30, 1998 remained
flat over the comparable periods last year.

In the Company's Industrial segment, net sales decreased $14.5 million (6%)
for the three month period ended November 30, 1998 over the comparable period
last year. For the nine month period ended November 30, 1998, net sales in the
Company's Industrial segment increased $15.9 million (2%) over the comparable
period last year.  The decrease in net sales for the three month period ended
November 30, 1998 was primarily attributed to the segment's Industrial Rubber
Products sector.  This sector was significantly effected by the weakening of
the international and domestic Agricultural and Petrochemical markets served
by the Company's customers during the three month period ended November 30,
1998.  For the nine month period ended November 30, 1998, the increase in net
sales was primarily attributable to growth in the segment's Transportation and
Industrial Filters sectors, which helped offset slightly lower sales for the
segment's Industrial Rubber Products sector in the comparable period last
year.

The cost of products sold as a percentage of consolidated net sales was 67.7%
and 68.6% for the three and nine month periods ended November 30, 1998, as
compared to 67.6% and 67.4% in the prior year periods.  The increase for the
nine month period ended November 30, 1998 is primarily attributable to the
effects in the first half of fiscal 1999 of  duplicative costs and
inefficiencies incurred due to additional time required to complete the
Company's restructuring program, as well as the negative effect of the General
Motors strike on the Company's cost of products sold relationship. 

Selling and administration costs as a percentage of consolidated net sales
were 15.2% and 15.3% for the three and nine month periods ended November 30,
1998, as compared to 15.7% for the three and nine month periods ended November
30, 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 benefits of the Company's continued emphasis on cost
control.


<PAGE>17

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


Research and development costs increased by $1.0 million (8%) and $6.0 million
(16%), respectively, for the three and nine month periods ended November 30,
1998 as compared to the three and nine month periods ended November 30, 1997.
As a percentage of consolidated net sales, these expenses increased to 2.4% as
compared to 2.3% and 2.2% in the comparable periods last year.  The increase
is primarily related to the launching of a number of new product and systems
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 $4.7 million (23%) and
$15.9 million (28%) respectively, for the three and nine month periods ended
November 30, 1998 as compared to the three and nine month periods ended
November 30, 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 also contributed to the increase.

Interest expense for the three and nine month periods ended November 30, 1998
increased $0.9 million (5%) and $3.4 million (7%) from the level incurred in
the three and nine month periods ended November 30, 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.  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 and nine month periods ended November 30, 1998 decreased to
approximately 36% from approximately 38% in the comparable periods last year. 
The decrease in the effective tax rate in the current year as compared to the
comparable periods last year, is primarily the result of a more favorable mix
of foreign income, as well as the benefits of certain tax planning
opportunities.

As a result of all of the above, income before the repositioning charge and
extraordinary items for the three and nine month periods ended November 30,
1998 reflect decreases of $.3 million (1%) and $10.1 million (12%) as compared
to the corresponding periods in the prior year.  Net income decreased
approximately $29.7 million and $42.1 million for the three and nine month
periods ended November 30, 1998 as compared to the three and nine month
periods ended November 30, 1997.  For the three month periods ended November
30, net income in the current year includes a $40.0 million repositioning
charge, while the prior year includes a $10.6 million extraordinary loss from
the early extinguishment of debt.  For the nine month periods ended November
30, net income in the current year includes a $40.0 million repositioning
charge and a $2.6 million extraordinary loss from early debt extinguishment,
while the prior year nine month period includes a $10.6 million extraordinary
loss from early debt extinguishment.


<PAGE>18


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


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


Impact of Repositioning Charge
------------------------------
During the three month period ended November 30, 1998, the Company instituted
a plan to reposition its automotive aftermarket business, which accounts for
approximately 20% of the Company's total revenue.  This sector of the
Company's business has been negatively impacted by fundamental changes taking
place in the aftermarket, resulting in declining revenue growth rates and
margins.  Such trends are caused, in part, from improvements in the quality
and performance of components and systems being supplied to the automotive OEM
market.  The effect has been to defer, or in some cases eliminate, the need
for replacement parts.  In addition, significant consolidation within the
sector's distribution channels has increased pricing pressures, reduced
margins and affected terms of sale, which required increased working capital.

These factors have led the Company to reposition its aftermarket business in
order to better align its assets with the Company's business base in this
sector.  The repositioning of the Company's aftermarket business includes
consolidation of distribution facilities, the elimination of low margin, slow-
moving product lines, a reduction of inventory levels, rationalization of its
customer base, and employee reductions.  The Company expects that the results
of these actions will enable the Company to realize improved margins and
reduced capital employed in its business.

A pre-tax charge of $66.0 million, or $40.0 million after taxes, has been
reflected in the results of operations for the three and nine month periods
ended November 30, 1998.  The charge provides for the costs associated with
the automotive aftermarket discussed above, as well as costs associated with
certain other strategic decisions of the Company relative to its personnel
requirements, inventory management practices, facility utilization and non-
core lines of businesses.  The charge also provides for costs incurred in the
current period related to the Company's completion of its restructuring plan
announced in fiscal 1997.


<PAGE>19


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

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

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

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

For its Information Technology exposures, the Company is approximately 90%
complete on the remediation phase for all of its significant systems, and
estimates that it will complete software reprogramming and/or replacement by
the end of its current fiscal year.  To date, the Company has completed
approximately 80% of its testing and has implemented approximately 75% of the
required remediation for such systems.  The testing and implementation phases
are targeted to be substantially completed during the second quarter of next
year.

The remediation of Operating Equipment is approximately 30% complete,and the
Company is targeting completion of its related remediation efforts by the
first quarter of next year.  Testing and implementation of the affected
equipment is targeted to be substantially completed during the second quarter
of next year.

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


<PAGE>20


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



The Company is utilizing both internal and external resources to reprogram or
replace, test, and implement the required Year 2000 modifications.  The
Company's total cost to address the Year 2000 Issue is estimated at $9.1
million and is being funded through operating cash flow.  The elements of such
costs are as follows ( amounts in thousands of dollars):


                                         Incurred
                                          Through     Costs Yet     Total
                                        November 30,   to be      Estimated
                                            1998      Incurred       Cost  
                                        ------------  ---------   --------- 
      Capital expenditures related to
       new systems and equipment          $  400       $1,900      $2,300

      Operating expenses related to
       modifications of existing
       systems and equipment               3,600        3,200       6,800  
                                          ------       ------      ------
            Total capital and expense     $4,000       $5,100      $9,100
                                          ======       ======      ======


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

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



<PAGE>21

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



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


<PAGE>22


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

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;
      f.    the strength of the U.S. dollar against currencies of other
            countries where the Company operates, as well as cross-currencies
            between the Company's operations outside of the U.S. and other
            countries with whom they transact business; and
      g.    the successful completion of the Company's Year 2000 plan, as well
            as the plans of its significant customers and suppliers.

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

<PAGE>23

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
-----------------------------      
      The following report was filed pertaining to events occurring during the
quarter ended November 30, 1998.

      (1)   A current report on Form 8-K dated December 31, 1998, was filed to
            report under Item 5, pertaining to the Company's distribution to
            it's shareholders of record at the close of business on
            December 18, 1998, its fiscal 1999 Third Quarter Report.


<PAGE>24


                                  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 14, 1999                    /s/ Sal H. Alfiero
----------------------                    -----------------------
                                          Sal H. Alfiero 
                                          Chairman of the Board 



DATE: January 14, 1999                    /s/ William P. Montague
----------------------                    -----------------------
                                          William P. Montague
                                          President 



DATE: January 14, 1999                    /s/ John J. Byrne
----------------------                    -----------------------
                                          John J. Byrne      
                                          Vice President - Finance
                                           and Chief Financial Officer 



DATE: January 14, 1999                    /s/ Richard L. Grenolds
----------------------                    -----------------------
                                          Richard L. Grenolds
                                          Vice President and     
                                           Chief Accounting Officer


DATE: January 14, 1999                    /s/ Clement R. Arrison
----------------------                    -----------------------
                                          Clement R. Arrison
                                          Director

<PAGE>25


EXHIBIT INDEX 


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

      27    Financial Data Schedule                                   26


<PAGE>26