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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



FOR THE PERIOD ENDED March 31, 2004



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 0-3821



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GENCOR INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)



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|                                                              |  |                                     
|------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                      |  | 59-0933147                          
|(State or other jurisdiction of incorporated or organization) |  | (I.R.S. Employer Identification No.)



5201 North Orange
Blossom Trail, Orlando, Florida 32810

(Address of principal executive offices) (Zip Code)



(407) 290-6000

(Registrants telephone number, including area code)



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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 and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yes  x    No ̈



Indicate by check mark whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Exchange Act.)    Yes ̈No  
x



Indicate number of shares outstanding of
each of the issuers classes of common stock as of the latest practicable date.



|                              |  |                            
|----------------------------- |  | ---------------------------
|Class                         |  | Outstanding at May 14, 2004
|Common stock, $.10 par value  |  | 6,884,070 shares           
|Class B stock, $.10 par value |  | 1,798,398 shares           



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##### Table of Contents

GENCOR INDUSTRIES, INC.



Index



|           |  |                       |  |                                                                                                          |  |     
|---------- |  | --------------------- |  | -------------------------------------------------------------------------------------------------------- |  | ----
|           |  |                       |  |                                                                                                          |  | Page
|Part I.    |  | Financial Information |  |                                                                                                         
|           |  |                       | 
|           |  | Item 1.               |  | Financial Statements                                                                                     |  |     
|           |  |                       | 
|           |  |                       |  | Condensed consolidated balance sheets  March 31, 2004 (Unaudited) and September 30, 2003                |  | 3   
|           |  |                       | 
|           |  |                       |  | Unaudited condensed consolidated income statements  Three- and Six-months ended March 31, 2004 and 2003 |  | 4   
|           |  |                       | 
|           |  |                       |  | Unaudited condensed consolidated statements of cash flows  Six-months ended March 31, 2004 and 2003     |  | 5   
|           |  |                       | 
|           |  |                       |  | Notes to unaudited condensed consolidated financial statements                                           |  | 6   
|           |  |                       | 
|           |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                    |  | 8   
|           |  |                       | 
|           |  | Item 3.               |  | Quantitative and Qualitative Disclosure About Market Risk                                                |  | 10  
|           |  |                       | 
|           |  | Item 4.               |  | Controls and Procedures                                                                                  |  | 11  
|           |  |                      
|Part II.   |  | Other Information     |  |                                                                                                         
|           |  |                       | 
|           |  | Item 6.               |  | Exhibits and Reports on Form 8-K                                                                         |  | 12  
|           | 
|Signatures |  | 13                   



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##### Table of Contents

Part I. Financial Information



GENCOR INDUSTRIES, INC.

Condensed Consolidated Balance Sheets

In thousands, except share amounts



|                                                                                                   |  |              |        |   |                  |   |        |  
|-------------------------------------------------------------------------------------------------- |  | ------------ | ------ | - | ---------------- | - | ------ | -
|                                                                                                   |  | March 312004 |        |   | September 302003 |  
|                                                                                                   |  | (Unaudited)  |        |   |                  |  
|ASSETS                                                                                             |  |              |        |   |                  |   |        |  
|Current assets:                                                                                    |  |              |        |   |                  |   |        |  
|Cash and cash equivalents                                                                          |  | $            | 850    |   |                  | $ | 734    |  
|Accounts receivable, less allowance for doubtful accounts of $2,445 ($2,428 at September 30, 2003) |  |              | 5,829  |   |                  |   | 3,344  |  
|Inventories                                                                                        |  |              | 13,213 |   |                  |   | 12,560 |  
|Deferred income taxes                                                                              |  |              | 1,066  |   |                  |   | 1,066  |  
|Prepaid expenses                                                                                   |  |              | 1,381  |   |                  |   | 1,627  |  
|                                                                                                   |  |              |        |   |                  |   |        |  
|Total current assets                                                                               |  |              | 22,339 |   |                  |   | 19,331 |  
|                                                                                                   |  |              |        |   |                  |   |        |  
|Property and equipment, net                                                                        |  |              | 11,461 |   |                  |   | 11,585 |  
|Assets held for sale                                                                               |  |              | 5,672  |   |                  |   | 5,672  |  
|Other assets                                                                                       |  |              | 3,935  |   |                  |   | 4,046  |  
|                                                                                                   |  |              |        |   |                  |   |        |  
|Total assets                                                                                       |  | $            | 43,407 |   |                  | $ | 40,634 |  
|                                                                                                   |  |              |        |   |                  |   |        |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                               |  |              |        |   |                  |   |        |  
|Current liabilities:                                                                               |  |              |        |   |                  |   |        |  
|Accounts payable                                                                                   |  | $            | 4,642  |   |                  | $ | 3,448  |  
|Customer deposits                                                                                  |  |              | 2,088  |   |                  |   | 1,106  |  
|Income and other taxes payable                                                                     |  |              | 3,161  |   |                  |   | 3,639  |  
|Accrued expenses                                                                                   |  |              | 9,283  |   |                  |   | 8,325  |  
|                                                                                                   |  |              |        |   |                  |   |        |  
|Total current liabilities                                                                          |  |              | 19,174 |   |                  |   | 16,518 |  
|Long-term debt                                                                                     |  |              | 3,394  |   |                  |   | 5,321  |  
|Deferred income taxes                                                                              |  |              | 2,877  |   |                  |   | 2,877  |  
|Other liabilities                                                                                  |  |              | 3,309  |   |                  |   | 3,309  |  
|                                                                                                   |  |              |        |   |                  |   |        |  
|Total liabilities                                                                                  |  |              | 28,754 |   |                  |   | 28,025 |  
|                                                                                                   |  |              |        |   |                  |   |        |  
|Shareholders equity:                                                                              |  |              |        |   |                  |   |        |  
|Preferred stock, par value $.10 per share; authorized 300,000 shares; none issued                  |  |              |       |   |                  |   |       |  
|Common stock, par value $.10 per share; 15,000,000 shares authorized; 6,971,470 shares issued      |  |              | 697    |   |                  |   | 697    |  
|Class B stock, par value $.10 per share; 6,000,000 shares authorized: 1,890,398 shares issued      |  |              | 189    |   |                  |   | 189    |  
|Capital in excess of par value                                                                     |  |              | 11,343 |   |                  |   | 11,343 |  
|Retained Earnings                                                                                  |  |              | 10,131 |   |                  |   | 8,143  |  
|Accumulated other comprehensive loss                                                               |  |              | (5,908 | ) |                  |   | (5,964 | )
|Subscription receivable from officer                                                               |  |              | (95    | ) |                  |   | (95    | )
|Common stock in treasury, 179,400 shares at cost                                                   |  |              | (1,704 | ) |                  |   | (1,704 | )
|                                                                                                   |  |              |        |   |                  |   |        |  
|                                                                                                   |  |              | 14,653 |   |                  |   | 12,609 |  
|                                                                                                   |  |              |        |   |                  |   |        |  
|Total liabilities and shareholders equity                                                         |  | $            | 43,407 |   |                  | $ | 40,634 |  
|                                                                                                   |  |              |        |   |                  |   |        |  



See notes to unaudited condensed
consolidated financial statements.



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##### Table of Contents

GENCOR INDUSTRIES, INC.

Unaudited Condensed Consolidated Income Statements

In thousands, except per share amounts



|                                      |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|------------------------------------- |  | -------------------------- | ------ | - | ------------------------ | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                      |  | Three Months EndedMarch 31 |        |   | Six Months EndedMarch 31 |  
|                                      |  | 2004                       |        |   | 2003                     |   |        | 2004 |  |   | 2003   |  
|Net sales                             |  | $                          | 18,489 |   |                          | $ | 20,916 |      |  | $ | 30,409 |   |  | $ | 34,190 |  
|Costs and expenses:                   |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Costs of products sold                |  |                            | 12,684 |   |                          |   | 15,558 |      |  |   | 21,191 |   |  |   | 25,982 |  
|Product engineering and development   |  |                            | 467    |   |                          |   | 463    |      |  |   | 958    |   |  |   | 873    |  
|Selling, general and administrative   |  |                            | 2,558  |   |                          |   | 3,261  |      |  |   | 5,071  |   |  |   | 6,372  |  
|                                      |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|                                      |  |                            | 15,709 |   |                          |   | 19,282 |      |  |   | 27,220 |   |  |   | 33,227 |  
|                                      |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Operating income                      |  |                            | 2,780  |   |                          |   | 1,634  |      |  |   | 3,189  |   |  |   | 963    |  
|                                      |  |                            |        |  
|Other income (expense):               |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Interest income                       |  |                            | 3      |   |                          |   | 38     |      |  |   | 10     |   |  |   | 66     |  
|Interest expense                      |  |                            | (45    | ) |                          |   | (451   | )    |  |   | (102   | ) |  |   | (943   | )
|Income from investees                 |  |                            |       |   |                          |   | 4,409  |      |  |   |       |   |  |   | 8,648  |  
|Miscellaneous                         |  |                            | 33     |   |                          |   | 2      |      |  |   | 119    |   |  |   | (53    | )
|                                      |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|                                      |  |                            | (9     | ) |                          |   | 3,998  |      |  |   | 27     |   |  |   | 7,718  |  
|                                      |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Income before income taxes            |  |                            | 2,771  |   |                          |   | 5,632  |      |  |   | 3,216  |   |  |   | 8,681  |  
|Income taxes                          |  |                            | 1,031  |   |                          |   | 1,956  |      |  |   | 1,228  |   |  |   | 3,434  |  
|                                      |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Net income                            |  | $                          | 1,740  |   |                          | $ | 3,676  |      |  | $ | 1,988  |   |  | $ | 5,247  |  
|                                      |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Per common share:                     |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Basic and diluted earnings per share: |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Basic earnings per share              |  | $                          | 0.20   |   |                          | $ | 0.42   |      |  | $ | 0.23   |   |  | $ | 0.60   |  
|                                      |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Diluted earnings per share            |  | $                          | 0.18   |   |                          | $ | 0.42   |      |  | $ | 0.21   |   |  | $ | 0.60   |  
|                                      |  |                            |        |   |                          |   |        |      |  |   |        |   |  |   |        |  

See notes to unaudited condensed consolidated financial statements.



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GENCOR INDUSTRIES, INC.

Unaudited Condensed Consolidated Statements of Cash Flows

In thousands



|                                                                              |  |                          |        |   |      |   |        |  
|----------------------------------------------------------------------------- |  | ------------------------ | ------ | - | ---- | - | ------ | -
|                                                                              |  | Six Months EndedMarch 31 |       
|                                                                              |  | 2004                     |        |   | 2003 |  
|Operating activities:                                                         |  |                          |        |   |      |   |        |  
|Net income                                                                    |  | $                        | 1,988  |   |      | $ | 5,247  |  
|Adjustments to reconcile net income to cash provided by operating activities: |  |                          |        |   |      |   |        |  
|Depreciation and amortization                                                 |  |                          | 413    |   |      |   | 475    |  
|Income from investees                                                         |  |                          |       |   |      |   | (8,648 | )
|Bad debt expense                                                              |  |                          | 200    |   |      |   | 148    |  
|Change in assets and liabilities                                              |  |                          |        |   |      |   |        |  
|Accounts receivable                                                           |  |                          | (2,685 | ) |      |   | (567   | )
|Inventories                                                                   |  |                          | (653   | ) |      |   | 1,205  |  
|Prepaid expenses                                                              |  |                          | 246    |   |      |   | 351    |  
|Other assets                                                                  |  |                          | 28     |   |      |   | 113    |  
|Accounts payable                                                              |  |                          | 1,194  |   |      |   | (707   | )
|Customer deposits                                                             |  |                          | 982    |   |      |   | 2,717  |  
|Income and other taxes payable                                                |  |                          | (478   | ) |      |   | 2,470  |  
|Accrued expenses and other                                                    |  |                          | 958    |   |      |   | 239    |  
|                                                                              |  |                          |        |   |      |   |        |  
|Total adjustments                                                             |  |                          | 205    |   |      |   | (2,204 | )
|                                                                              |  |                          |        |   |      |   |        |  
|Net cash provided by operating activities                                     |  |                          | 2,193  |   |      |   | 3,043  |  
|                                                                              |  |                          |        |   |      |   |        |  
|Investing activities:                                                         |  |                          |        |   |      |   |        |  
|Distributions from unconsolidated investees                                   |  |                          |       |   |      |   | 8,648  |  
|Capital expenditures                                                          |  |                          | (206   | ) |      |   | (63    | )
|                                                                              |  |                          |        |   |      |   |        |  
|Net cash provided by (used in) investing activities                           |  |                          | (206   | ) |      |   | 8,585  |  
|                                                                              |  |                          |        |   |      |   |        |  
|Financing activities:                                                         |  |                          |        |   |      |   |        |  
|Repayment of debt                                                             |  |                          | (1,927 | ) |      |   | (5,953 | )
|                                                                              |  |                          |        |   |      |   |        |  
|Net cash used for financing activities                                        |  |                          | (1,927 | ) |      |   | (5,953 | )
|                                                                              |  |                          |        |   |      |   |        |  
|Effect of exchange rate changes on cash and cash equivalents                  |  |                          | 56     |   |      |   | 40     |  
|                                                                              |  |                          |        |   |      |   |        |  
|Increase in cash and cash equivalents                                         |  |                          | 116    |   |      |   | 5,715  |  
|Cash and cash equivalents, beginning of period                                |  |                          | 734    |   |      |   | 12,305 |  
|                                                                              |  |                          |        |   |      |   |        |  
|Cash and cash equivalents, end of period                                      |  | $                        | 850    |   |      | $ | 18,020 |  
|                                                                              |  |                          |        |   |      |   |        |  



See notes to unaudited condensed
consolidated financial statements.



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GENCOR INDUSTRIES, INC.



Notes to Unaudited
Condensed Consolidated Financial Statements

All amounts in thousands, except per share amounts



Note 1  Basis of Presentation



The accompanying condensed consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements. In the opinion of management, all material adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.
Operating results for the three- and six-month periods ended March 31, 2004 are not necessarily indicative of the results that may be expected for the year ended September 30, 2004.



The balance sheet at September 30, 2003 has been derived from the audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles for complete financial statements.



For further information, refer to the consolidated financial statements and footnotes thereto included in the Gencor Industries, Inc. Annual Report on Form 10-K for the
year ended September 30, 2003.



Note 2  Inventories



The components of inventory consist of the following:



|                |  |              |        |                  |   |       
|--------------- |  | ------------ | ------ | ---------------- | - | ------
|                |  | March 312004 |        | September 302003
|Raw materials   |  | $            | 6,177  |                  | $ | 5,437 
|Work in process |  |              | 2,259  |                  |   | 2,898 
|Finished goods  |  |              | 3,584  |                  |   | 3,274 
|Used equipment  |  |              | 1,193  |                  |   | 951   
|                |  |              |        |                  |   |       
|                |  | $            | 13,213 |                  | $ | 12,560
|                |  |              |        |                  |   |       



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Note 3  Earnings Per Share Data



The following table sets forth the computation of basic and diluted earnings per share:



|                                        |  |                            |       |                          |   |       |  |      |       |  |   |      
|--------------------------------------- |  | -------------------------- | ----- | ------------------------ | - | ----- |  | ---- | ----- |  | - | -----
|                                        |  | Three Months EndedMarch 31 |       | Six Months EndedMarch 31
|                                        |  | 2004                       |       | 2003                     |   | 2004  |  | 2003
|Net income                              |  | $                          | 1,740 |                          | $ | 3,676 |  | $    | 1,988 |  | $ | 5,247
|                                        |  |                            |       |                          |   |       |  |      |       |  |   |      
|Denominator (shares in thousands):      |  |                            |       |                          |   |       |  |      |       |  |   |      
|Weighted average shares outstanding     |  |                            | 8,682 |                          |   | 8,682 |  |      | 8,682 |  |   | 8,682
|Effect of dilutive stock options        |  |                            | 730   |                          |   |      |  |      | 614   |  |   |     
|                                        |  |                            |       |                          |   |       |  |      |       |  |   |      
|Denominator for diluted EPS computation |  |                            | 9,412 |                          |   | 8,682 |  |      | 9,296 |  |   | 8,682
|                                        |  |                            |       |                          |   |       |  |      |       |  |   |      
|Per common share:                       |  |                            |       |                          |   |       |  |      |       |  |   |      
|Basic:                                  |  |                            |       |                          |   |       |  |      |       |  |   |      
|                                        |  |                            |       |                          |   |       |  |      |       |  |   |      
|Net income                              |  | $                          | 0.20  |                          | $ | 0.42  |  | $    | 0.23  |  | $ | 0.60 
|                                        |  |                            |       |                          |   |       |  |      |       |  |   |      
|Diluted:                                |  |                            |       |                          |   |       |  |      |       |  |   |      
|                                        |  |                            |       |                          |   |       |  |      |       |  |   |      
|Net income                              |  | $                          | 0.18  |                          | $ | 0.42  |  | $    | 0.21  |  | $ | 0.60 
|                                        |  |                            |       |                          |   |       |  |      |       |  |   |      



The weighted average diluted common
shares outstanding for the first two quarters of 2003 exclude the effect of 1,616,000 of stock options, due to their anti-dilutive effect.



Note 4  Comprehensive Income



Total comprehensive income for the three-and six-months ended March 31, 2004 was $1,765 and $2,035 respectively, compared to the total comprehensive income for the three-
and six-months ended March 31, 2003 of $3,579 and $5,235, respectively. Total comprehensive income differs from net income due to gains and losses resulting from foreign currency translation, which are reflected separately in the shareholders
equity section of the balance sheet under the caption Accumulated other comprehensive loss. Gains and losses resulting from foreign currency transactions are included in income.



Note 5  Income From Investees



During the first and second quarter of fiscal 2003, the Company received cash distributions
of $4,239 and $4,409, respectively from its 45% interest in Carbontronics LLC and 25% interest in Carbontronics II LLC and Carbontronics Fuels LLC. These interests were obtained as part of contracts to build four synthetic fuel production plants
during 1998. During the first and second quarters of fiscal 2004, no distributions were received. Any distribution by the investments has been suspended pending the results of the current IRS examination of the partnerships. The Company has no basis
in these investments nor requirement to provide future funding. Any income arising from these investments is dependent upon tax credits (adjusted for operating losses at the fuel plants) being generated as a result of synthetic fuel production,
which will be recorded as received.



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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



Results of Operations



Net sales for the six-months ended March 31, 2004 and 2003 were $30.4 million and $34.2 million, respectively. Domestic sales for the six-month period of fiscal 2004 were $29.7 million reflecting a $4.5 million
increase from year ago levels. Foreign sales were $8.3 million below the prior year as a portion of the UK operations were consolidated in the US to better control costs and margins.



Gross margins as a percent of net sales increased by 6.3% during the six months ended March 31, 2004 from year ago levels. Gross margins
improved on the lower consolidated sales as a result of the consolidation of the UK operations and higher domestic volume.



Product engineering and development costs combined with selling and administrative expenses have decreased from year ago levels, as a result of the consolidation of
certain UK operations. Selling and administrative expense includes $270 of costs related to the tender offer withdrawn in December 2003.



Sales for the three months ended March 31, 2004 were $2.4 million lower than the prior year. Domestic sales increased $2.1 million and foreign revenues were lower than
the prior year by $4.5 million due to the consolidation of certain UK operations. Margins increased and selling and administrative expenses also decreased due to the consolidation.



Other Income (Expense)



Interest expense for the three and six month period of fiscal 2004 decreased by $406 and $841, respectively from the previous years, reflecting the refinancing in August
2003 with the corresponding decrease in our lending rate and a reduction in the debt balance.



There were no distributions from investments in Carbontronics LLC, Carbontronics II LLC, and Carbontronics Fuels LLC, in the first or second quarter of fiscal 2004. The investments are currently being examined by the
Internal Revenue Service. Any distributions have been suspended subject to the results of the IRS examination. Distributions were $4,239 and $4,409 in the first and second quarters of 2003. Future benefits realizable by the Company on the synthetic
fuel production plants depend on whether the production from these plants will continue to qualify for tax credits under Section 29 of the Internal Revenue Code and the ability to economically produce and successfully market synthetic fuel produced
by the plants.



Income tax expense decreased by $925 and $2.2 million for the
three and six month period, respectively of fiscal 2004, reflecting the decrease in pre-tax income.



Liquidity and Capital Resources



On
August 1, 2003, the Company entered into a Revolving Credit and Security Agreement with PNC Bank, N.A. The Agreement established a three year revolving $20 million credit facility. The facility provides for advances based on accounts receivable,
inventory and real estate. As of March 31, 2004, the Company had $3.4 million borrowed on the facility. The facility includes a $2 million limit on letters of credit. At March 31, 2004, the Company had $.3 million of letters of credit outstanding.
The interest rate at March 31, 2004, is at prime less .25% (3.75%) and subject to change based upon the Fixed Charge Coverage Ratio. The Company is required to maintain a Fixed Charge Coverage Ratio of 1.1:1. There are no required repayments as long
as there are no defaults and there is adequate eligible collateral. Substantially all of Companys assets are pledged as security under the Agreement.



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Seasonality



The Company is concentrated in the asphalt-related business and is subject to a seasonal slow-down during the third and fourth quarters of the calendar year.
Traditionally, the Companys customers do not purchase new equipment for shipment during the summer and fall months to avoid disrupting their peak season for highway construction and repair work. This slow-down often results in lower reported
sales and earnings and or losses during the first and fourth quarters of the Companys fiscal year ended September 30.



Forward-Looking Information



This Form 10-Q contains certain forward-looking statements within the meaning of Section 21-E of the Securities Exchange Act of 1934, as amended (the
Exchange Act), which represent the Companys expectations and beliefs, including, but not limited to, statements concerning gross margins, sales of the Companys products and future financing plans. These statements by their
nature involve substantial risks and uncertainties, certain of which are beyond the Companys control. Actual results may differ materially depending on a variety of important factors, including the financial condition of the Companys
customers, changes in the economic and competitive environments and demand for the Companys products.



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Item 3. Quantitative and Qualitative Disclosures About Market Risk



The Company operates manufacturing facilities and sales offices principally located in the United States and the United Kingdom. The Company is subject to business risks inherent in non-U.S. activities, including
political and economic uncertainty, import and export limitations, and market risk related to changes in interest rates and foreign currency exchange rates. The Companys principal currency exposure against the U.S. dollar is the British pound.
Periodically, the Company has used derivative financial instruments consisting primarily of interest rate hedge agreements to manage exposures to interest rate changes. The Companys objective in managing its exposure to changes in interest
rates on its variable rate debt is to limit the impact of such changes on earnings and cash flow and to reduce its overall borrowing costs.



At March 31, 2004, the Company had approximately $3.4 million of debt outstanding. Under the Credit Agreement the Companys borrowings will bear interest at variable
rates based upon the prime rate less .25%. The Company performed a sensitivity analysis assuming a hypothetical 1% adverse movement in the interest rates on the debt outstanding at the end of March 2004. Such a movement in interest rates would cause
the Company to recognize additional interest expense for the six-month period ended March 31, 2004 of approximately $17 along with a corresponding decrease in cash flows.



The above sensitivity analysis for interest rate risk excludes accounts receivable, accounts payable and accrued liabilities because of the
short-term maturity of such instruments. The analysis does not consider the effect on other variables such as changes in sales volumes or managements actions with respect to levels of capital expenditures, future acquisitions or planned
divestitures, all of which could be significantly influenced by changes in interest rates and cause the results to differ significantly from those indicated by the sensitivity analysis.



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Item 4. Controls and Procedures



The Companys President and Chief Financial Officer evaluated the Companys disclosure controls and procedures within 90 days of the filing date of this quarterly report. Based upon this evaluation, the Companys President
and Chief Financial Officer concluded that the Companys disclosure controls and procedures are effective in ensuring that material information required to be disclosed is included in the reports that it files with the Securities and Exchange
Commission.



There were no significant changes in the
Companys internal controls or, to the knowledge of the management of the Company, in other factors that could significantly affect internal controls subsequent to the evaluation date.



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Part II. Other Information



Item 6. Exhibits and Reports on Form 8-K



|(a) | Exhibits
|--- | --------



|     |  |                                                                                                                                 
|---- |  | --------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                             
|     | 
|31.2 |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                             
|     | 
|32   |  | Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



|(b) | Reports on Form 8-K.
|--- | --------------------



None.



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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.



|             |  |                         |  |                                         
|------------ |  | ----------------------- |  | ----------------------------------------
|             |  | GENCOR INDUSTRIES, INC.
|             |  |                        
|May 14, 2004 |  | By:                     |  | /s/ E.J. Elliott                        
|             |  |                         |  | E.J. Elliott, Chairman and President    
|             |  |                        
|May 14, 2004 |  | By:                     |  | /s/ Scott W. Runkel                     
|             |  |                         |  | Scott W. Runkel, Chief Financial Officer



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