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 August 31, 1999.

                                      OR

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

Commission File Number             1-8862
--------------------------------------------------------------------------

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


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


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


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


Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

 Yes  X   No
     ---

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

   Class                                   Outstanding at September 30, 1999
   -----                                   ---------------------------------
Common stock $.01 par value                            46,567,897



<PAGE>2

                           MARK IV INDUSTRIES, INC.

                                     INDEX



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

Consolidated Condensed Balance Sheets as of
 August 31, 1999 and February 28, 1999                               3

Consolidated Statements of Income
 For the Three Month Periods Ended August 31, 1999 and 1998          4

Consolidated Statements of Income
 For the Six Month Periods Ended August 31, 1999 and 1998            5

Consolidated Statements of Cash Flows
 For the Six Month Periods Ended August 31, 1999 and 1998            6

Consolidated Statements of Comprehensive Income and
 Retained Earnings for the Three and Six Month Periods
 Ended August 31, 1999 and 1998                                      7

Notes to Consolidated Financial Statements                           8

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


Part II.  Other Information                                         21
---------------------------

Signature Page                                                      22

Exhibit Index                                                       23




<PAGE>3


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



                                                August 31,        February 28,
                                                   1999              1999
                                                ---------         -----------
ASSETS                                         (Unaudited)
Current Assets:
  Cash and short-term investments               $    2,200        $  125,700
  Accounts receivable                              404,700           406,000
  Inventories                                      328,700           297,600
  Net assets of discontinued operations            140,200              -
  Other current assets                             126,800           133,300
                                                ----------        ----------
     Total current assets                        1,002,600           962,600

Pension and other non-current assets               188,400           185,500

Property, plant and equipment, net                 600,200           562,300

Cost in excess of net assets acquired              351,200           369,300
                                                ----------        ----------
     TOTAL ASSETS                               $2,142,400        $2,079,700
                                                ==========        ==========

LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities:
  Notes payable and current maturities          $  138,400        $   57,800
  Accounts payable                                 237,300           219,900
  Compensation related liabilities                  70,500            79,000
  Accrued interest                                  20,100            23,200
  Other current liabilities                        109,700            92,100
                                                ----------        ----------
    Total current liabilities                      576,000           472,000
                                                ----------        ----------
Long-Term Debt:
  Senior debt                                      136,800            24,700
  Subordinated debentures                          658,100           772,800
                                                ----------        ----------
    Total long-term debt                           794,900           797,500
                                                ----------        ----------
Other non-current liabilities                      233,300           213,500
                                                ----------        ----------
Stockholders' Equity:
  Preferred stock                                    -                  -
  Common stock                                         500               500
  Additional paid-in capital                       350,600           440,700
  Retained earnings                                245,300           203,300
  Foreign currency translation adjustment          (58,200)          (47,800)
                                                ----------        ----------
    Total stockholders' equity                     538,200           596,700
                                                ----------        ----------
    TOTAL LIABILITIES & STOCKHOLDERS' EQUITY    $2,142,400        $2,079,700
                                                ==========        ==========



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 August 31, 1999 and 1998
                 (Amounts in thousands, except per share data)


                                                   1999               1998
                                                   ----               ----
                                                                 (As Restated)

Net sales from continuing operations             $479,500           $445,700
                                                 --------           --------
Operating costs:
  Cost of products sold                           326,100            304,200
  Selling and administration                       72,400             68,900
  Research and development                         14,400             12,300
  Depreciation and amortization                    23,100             19,400
                                                 --------           --------
    Total operating costs                         436,000            404,800
                                                 --------           --------
    Operating income                               43,500             40,900

Interest expense                                   13,800             12,400
                                                 --------           --------
  Income from continuing operations,
   before provision for taxes                      29,700             28,500

Provision for income taxes                         11,000             10,300
                                                 --------           --------
  Income from continuing operations                18,700             18,200

Income from discontinued operations,
 net of taxes                                       1,600              2,700

Extraordinary gain from early extinguishment
 of debt, net of tax effects                          800               -
                                                 --------           --------
  Net income                                     $ 21,100           $ 20,900
                                                 ========           ========

Net income per share of common stock:
  Basic:
   Income from continuing operations             $    .39           $    .32
   Income from discontinued operations                .03                .04
   Extraordinary gain                                 .02               -
                                                 --------           --------
     Net income                                  $    .44           $    .36
                                                 ========           ========
  Diluted:
   Income from continuing operations             $    .36           $    .31
   Income from discontinued operations                .03                .04
   Extraordinary gain                                 .01               -
                                                 --------           --------
     Net income                                  $    .40           $    .35
                                                 ========           ========

Weighted average number of shares
 outstanding:
  Basic                                            48,500             57,600
                                                 ========           ========
  Diluted                                          57,300             66,200
                                                 ========           ========

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


<PAGE>5

                           MARK IV INDUSTRIES, INC.
                CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
           For the Six Month Periods Ended August 31, 1999 and 1998
                 (Amounts in thousands, except per share data)


                                                  1999               1998
                                                  ----               ----
                                                                 (As Restated)

Net sales from continuing operations           $1,001,300           $919,500
                                               ----------           --------
Operating costs:
  Cost of products sold                           682,600            626,300
  Selling and administration                      148,000            139,700
  Research and development                         29,100             25,400
  Depreciation and amortization                    45,200             38,300
                                               ----------           --------
    Total operating costs                         904,900            829,700
                                               ----------           --------
    Operating income                               96,400             89,800

Interest expense                                   27,000             23,900
                                               ----------           --------
  Income from continuing operations,
   before provision for taxes                      69,400             65,900

Provision for income taxes                         25,300             23,700
                                               ----------           --------
  Income from continuing operations                44,100             42,200

Income from discontinued operations,
 net of taxes                                       2,500              5,600

Extraordinary gain (loss) from early
 extinguishment of debt, net of tax effects           800             (2,600)
                                               ----------           --------
  Net income                                   $   47,400           $ 45,200
                                               ==========           ========

Net income per share of common stock:
  Basic:
   Income from continuing operations           $      .88           $    .71
   Income from discontinued operations                .05                .09
   Extraordinary gain (loss)                          .02               (.04)
                                               ----------           --------
     Net income                                $      .95           $    .76
                                               ==========           ========
  Diluted:
   Income from continuing operations           $      .82           $    .68
   Income from discontinued operations                .05                .08
   Extraordinary gain (loss)                          .01               (.04)
                                               ----------           --------
     Net income                                $      .88           $    .72
                                               ==========           ========
Weighted average number of shares
 outstanding:
  Basic                                            49,800             59,600
                                               ==========           ========
  Diluted                                          58,500             68,300
                                               ==========           ========

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 Six Month Periods Ended August 31, 1999 and 1998
                            (Dollars in thousands)



                                                          1999         1998
                                                          ----         ----
                                                                 (As Restated)
Cash flows from operating activities:
  Income from continuing operations                   $  44,100     $  42,200
  Items not affecting cash:
   Depreciation and amortization                         45,200        38,300
   Pension and compensation related items, net           (6,300)      (13,100)
   Deferred income taxes                                  9,300        11,600
  Changes in assets and liabilities, net of
   effects of acquired and divested businesses:
    Accounts receivable                                  15,500         2,200
    Inventories                                         (11,400)        2,500
    Accounts payable                                    (14,300)       (8,400)
    Compensation related liabilities                    (10,300)      (10,600)
    Accrued expenses and other items, net               (19,900)      (11,800)
                                                      ---------     ---------
     Net cash provided by continuing
      operating activities                               51,900        52,900
  Net cash provided by discontinued operations              800        15,400
  Extraordinary gain (loss) before deferred charges       2,700        (3,300)
                                                      ---------     ---------
     Net cash provided by operating activities           55,400        65,000
                                                      ---------     ---------
Cash flows from investing activities:
  Acquisitions                                          (55,700)         -
  Divestitures and asset sales                           36,600        (2,400)
  Purchase of plant and equipment, net                  (37,400)      (35,400)
                                                      ---------     ---------
    Net cash used in investing activities               (56,500)      (37,800)
                                                      ---------     ---------
Cash flows from financing activities:
  Credit agreement borrowings, net                       65,000       130,000
  Retirement of subordinated debt                      (115,200)      (73,100)
  Other changes in long-term debt, net                   39,800           900
  Changes in short-term bank borrowings, net            (16,300)      (48,400)
  Repurchase of common stock, net                       (90,100)     (150,500)
  Cash dividends paid                                    (5,600)       (5,700)
                                                      ---------     ---------
    Net cash used in financing activities              (122,400)     (146,800)
                                                      ---------     ---------
    Net decrease in cash and
     short-term investments                            (123,500)     (119,600)
Cash and short-term investments:
  Beginning of the period                               125,700       120,900
                                                      ---------     ---------
  End of the period                                   $   2,200     $   1,300
                                                      =========     =========


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
      For the Three and Six Month Periods Ended August 31, 1999 and 1998
                            (Dollars in thousands)
                                 (Unaudited)




Comprehensive Income
--------------------
                                       Three Months Ended  Six Months Ended
                                            August 31,         August 31,
                                       ------------------  ----------------
                                          1999      1998      1999    1998
                                          ----      ----      ----    ----

Net income                             $ 21,100  $ 20,900  $ 47,400  $ 45,200

Balance sheet effect of foreign
 currency translation adjustments        (2,200)  (10,100)  (10,400)   (5,900)
                                       --------  --------  --------  --------
Comprehensive net income               $ 18,900  $ 10,800  $ 37,000  $ 39,300
                                       ========  ========  ========  ========



Retained Earnings


Retained earnings at the beginning
 of the period                         $226,900  $188,500  $203,300  $167,100

Net income                               21,100    20,900    47,400    45,200

Cash dividends of $.11, $.10, $.055
 and $.05 per share                      (2,700)   (2,800)   (5,400)   (5,700)
                                       --------  --------  --------  --------
Retained earnings at the end
 of the period                         $245,300  $206,600  $245,300  $206,600
                                       ========  ========  ========  ========





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 August 31, 1999,
      and the results of its operations and its cash flows for the periods
      ended August 31, 1999 and 1998.  Such results are not necessarily
      indicative of the results to be expected for the full year.

      Certain reclassifications of the August 31, 1998 financial statements
      have been made to reflect the Company's fiscal 1999 discontinued
      operations which were divested near the end of fiscal 1999, as well as
      the discontinued operations which were divested in the current fiscal
      year.


2.  Cash Flow

      For purposes of cash flows, the Company considers overnight investments
      as cash equivalents.  The Company made cash interest payments of
      approximately $34.2 million and $38.4 million in the six month periods
      ended August 31, 1999 and 1998, respectively.  The Company also made
      cash income tax payments of approximately $15.8 million and $21.1
      million in the six month periods ended August 31, 1999 and 1998,
      respectively.


3.    Acquisition

      In April 1999, the Company acquired the net assets of Lombardini FIM
      S.p.A. ("Lombardini"), an Italian-based manufacturer of small gasoline
      and diesel engines for $148 million, consisting of a cash payment of $42
      million and the assumption of $106 million of existing debt.  Lombardini
      produces small engines of up to 50kw (65 horsepower) in power and
      competes in various markets, supplying engines to agricultural, marine,
      automotive, electrical generation and home and lawn care markets,
      primarily in Europe.  It also exports its products to North America,
      Africa, Latin America and Asia.  Lombardini will be managed as a part of
      the Company's Automotive Business Segment.


<PAGE>9


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



4.  Divestitures

      On September 10, 1999 the Company completed the sale of its Industrial
      Filter Business for approximately $144.8 million in cash.  The Company's
      Industrial Filter Business was part of its Industrial Business Segment.
      The results of operations of this business have been segregated from the
      Company's continuing operations and accounted for as a discontinued
      operation in the accompanying consolidated statements of income and cash
      flows.  The results of operations for the Industrial Filter Business
      were as follows (dollars in thousands):

                                         Three Months Ended  Six Months Ended
                                              August 31,        August 31,
                                         ------------------  ----------------
                                            1999      1998     1999     1998
                                            ----      ----     ----     ----

           Sales                          $40,400   $38,500  $77,600  $74,400
                                          =======   =======  =======  =======

           Income from discontinued
            operations, net of taxes      $ 1,600   $ 1,400  $ 2,500  $ 2,500
                                          =======   =======  =======  =======

      Interest expense allocated to discontinued operations amounted to $1.3
      million and $1.2 million in the three month periods ended August 31,
      1999 and 1998, respectively.  Corresponding amounts in the six month
      periods ended August 31, 1999 and 1998 amounted to $2.6 million and $2.3
      million, respectively.

      The net assets of the Industrial Filter Business have been excluded from
      their respective captions and reported as net assets of discontinued
      operations in the consolidated condensed balance sheet at August 31,
      1999.  The net assets of the Industrial Filter Business at August 31,
      1999 were as follows (dollars in thousands):

            Cash                                    $  1,000
            Accounts receivable                       31,500
            Inventory                                 30,500
            Other assets                              16,100
            Property, plant & equipment, net          23,200
            Cost in excess of
             net assets acquired                      60,800
            Other liabilities                        (22,900)
                                                    --------
             Net assets of
              discontinued operations               $140,200
                                                    ========

<PAGE>10

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



5.  Accounts Receivable and Inventories

      Accounts receivable are presented net of allowances for doubtful
      accounts of $10.1 million and $9.6 million at August 31, 1999 and
      February 28, 1999, respectively.  The amount at February 28, 1999
      includes approximately 1.2 million related to the Industrial Filter
      Business.

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

                                               August 31,      February 28,
                                                  1999             1999
                                               ---------       ------------
        Raw materials                          $  98,300        $  76,200
        Work-in-process                           63,900           51,600
        Finished goods                           166,500          169,800
                                               ---------        ---------
              Total                            $ 328,700        $ 297,600
                                               =========        =========

      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 August 31, 1999.  The amounts at February 28, 1999 are
      based upon the audited balance sheet at that date, and include $30.5
      million related to the Industrial Filter Business.


6.  Property, Plant and Equipment

      Property, plant and equipment are stated at cost and consist of the
      following components (dollars in thousands):

                                               August 31,      February 28,
                                                  1999             1999


      Land and land improvements               $ 21,500         $ 24,900
      Buildings                                 199,700          174,700
      Machinery and equipment                   636,300          599,200
                                               --------         --------
         Total property, plant and equipment    857,500          798,800
      Less accumulated depreciation            (257,300)        (236,500)
                                               --------         --------
         Property, plant and equipment, net    $600,200         $562,300
                                               ========         ========

      The net amount at February 28, 1999 includes $23.2 million related to
      the Industrial Filter Business.



<PAGE>11


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


7.  Long-term debt

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

                                         August 31, 1999        February 28,
                                       --------------------      -----------
                                       Pro Forma     Actual          1999
                                       ---------     ------          ----
      Senior Debt:
       Credit Agreement               $     -     $     -       $      -
       Other borrowing arrangements      146,100     146,100         42,400
                                      ----------  ----------    -----------
          Total                          146,100     146,100         42,400
       Less current maturities            (9,300)     (9,300)       (17,700)
                                      ----------  ----------    -----------
          Net senior debt                136,800     136,800         24,700
                                      ----------  ----------    -----------
      Subordinated Debt:
        7-3/4% Senior Notes               66,700     134,200       248,900
        7-1/2% Senior Notes              248,900     248,900       248,900
        4-3/4% Convertible Notes         275,000     275,000       275,000
                                      ----------  ----------    ----------
          Total subordinated debt        590,600     658,100       772,800
                                      ----------  ----------    ----------
          Total long-term debt           727,400     794,900       797,500

      Total stockholders' equity         538,200     538,200       596,700
                                      ----------  ----------    ----------
        Total capitalization          $1,265,600  $1,333,100    $1,394,200
                                      ==========  ==========    ==========
      Long-term debt as a
         percentage of total
         capitalization                    57.5%       59.6%         57.2%
                                      ==========  ==========    ==========

      The pro forma amounts in the table above represent the actual long-term
      debt position as of August 31, 1999, adjusted as if the sale of the
      Industrial Filter Business had occurred as of that date, and the
      proceeds were utilized first to eliminate current bank indebtedness in
      the U.S. ($72.7 million) and the balance utilized to reduce long-term
      indebtedness ($67.5 million).

      During the six month period ended August 31, 1999, the Company
      repurchased approximately $115.3 million principal amount of its 7-3/4%
      Senior Subordinated Notes, of which $89.7 million principal amount was
      repurchased during the three month period ended August 31, 1999.  The
      Company recognized an extraordinary gain of $800,000 (net of taxes) in
      the three and six month periods ended August 31, 1999 from the
      repurchase of the Notes.  Subsequent to August 31, 1999, the Company
      acquired an additional $15.1 million principal amount of such Notes.

      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 redemption resulted in a one-time charge for early debt
      extinguishment of $2.6 million (net of tax) in the six month period
      ended August 31, 1998.



<PAGE>12



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

8.  Common Stock Repurchases

      In May 1999, the Company announced completion of its ten million share
      repurchase program approved by the Board of Directors in May 1998.  Upon
      completion of the  1998 program, the Company's 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.  Total purchases under both authorizations
      in the current fiscal year through August 31, 1999 were approximately
      5.4 million shares, at an average cost of $16.70 per share, or a total
      cost of $90.2 million.  Subsequent to August 31, 1999, the Company
      acquired approximately 1.5 million shares at an average cost of
      approximately $20.21 per share, or a total cost of $30.3 million.  As of
      September 28, 1999 approximately 7.5 million shares remain available to
      be purchased under the Company's current Board authorization.

9.  Business Segment Information

      Information concerning the Company's Business Segments is as follows
      (dollars in thousands):
                                             Six Months Ended August 31,
                                             ---------------------------
                                                   1999        1998
                                                   ----        ----

      NET SALES TO CUSTOMERS
       Automotive                               $  588,400  $  482,800
       Industrial                                  412,900     436,700
                                                ----------  ----------
        Total related to
         continuing operations                  $1,001,300  $  919,500
                                                ==========  ==========

      OPERATING INCOME
        Automotive                              $   56,200  $   44,400
        Industrial                                  48,300      53,400
                                                ----------  ----------
        Management's measure of the
         segments' operating performance           104,500      97,800
        General corporate expense                   (8,100)     (8,000)
        Interest expense                           (27,000)    (23,900)
        Provision for income taxes                 (25,300)    (23,700)
                                                ----------  ----------
         Income from continuing operations      $   44,100  $   42,200
                                                ==========  ==========

                                                August 31,  February 28,
                                                   1999         1999
                                                ---------   -----------
      IDENTIFIABLE ASSETS
        Automotive                              $1,172,600  $  974,500
        Industrial                                 799,000     800,600
                                                ----------  ----------
         Total identificable assets
          of the segments                        1,971,600   1,775,100
        General corporate assets                    30,600     153,600
                                                ----------  ----------
         Total assets related to
          continuing operations                  2,002,200   1,928,700
        Discontinued operations                    140,200     151,000
                                                ----------  ----------
         Total consolidated                     $2,142,400  $2,079,700
                                                ==========  ==========

      The change in the level of identifiable assets of the Automotive segment
      is primarily the result of the Lombardini acquisition.


<PAGE>13

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


10.  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  Six Months Ended
                                              August 31,        August 31,
                                        ------------------  ----------------
      Basic Net Income Per Share:           1999     1998     1999    1998
      ---------------------------           ----     ----     ----    ----

      Net income                           $21,100  $20,900  $47,400 $45,200
                                           =======  =======  ======= =======

      Weighted average number of
         common shares outstanding          48,500   57,600   49,800  59,600
                                           =======  =======  ======= =======

      Basic net income per share           $   .44  $   .36  $   .95 $   .76
                                           =======  =======  ======= =======


      Diluted Net Income Per Share:
      ----------------------------
      Net income                           $21,100  $20,900  $47,400 $45,200

      After-tax equivalent of interest
         expense on the 4-3/4% Convertible
         Subordinated Notes                  2,000    2,000    4,000   4,000
                                           -------  -------  ------- -------
      Income for purposes of computing
         diluted net income per share      $23,100  $22,900  $51,400 $49,200
                                           =======  =======  ======= =======
      Weighted average common
         shares outstanding                 48,500   57,600   49,800  59,600

      Dilutive stock options                   400      200      300     300

      Weighted average effect of the
         assumed conversion of the 4-3/4%
         Convertible Subordinated Notes      8,400    8,400    8,400   8,400
                                           -------  -------  ------- -------
      Weighted average number of
         common shares outstanding
         for purposes of computing
         diluted net income per share       57,300   66,200   58,500  68,300
                                           =======  =======  ======= =======

      Diluted net income per share         $   .40  $   .35  $   .88 $   .72
                                           =======  =======  ======= =======


<PAGE>14


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



Liquidity and Capital Resources
-------------------------------
The Company's working capital investment decreased by $64.0 million (13%)
during the six month period ended August 31, 1999, to $426.6 million from
$490.6 million at February 28, 1999. Eliminating the effects of acquisitions
and divestitures, as well as cash and current financial indebtedness, the
Company's working capital investment was approximately $422.6 million at
August 31, 1999.  Such amount reflects a nominal (1%) increase from the $418.5
investment which existed at February 28, 1999 on a comparable basis, and a
nominal reduction (2%) from the $429.2 million investment which existed at
August 31, 1998 on a comparable basis.

Capital expenditures for the six month period ended August 31, 1999 were
approximately $37.9 million, which was $7.3 million lower than depreciation
and amortization expense of $45.2 million in the same period, and reflects a
consistent level of expenditures in comparison to the six month period ended
August 31, 1998. Management anticipates that the Company's capital expenditure
requirements will continue to be less than its depreciation and amortization
expense for the remainder of fiscal 2000.

In May 1999, the Company announced completion of its ten million share
repurchase program approved by the Board of Directors in May 1998.  Upon
completion of the  1998 program, the Company's 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.  Total
purchases under both authorizations in the current fiscal year through August
31, 1999 were approximately 5.4 million shares, at an average cost of $16.70
per share, or a total cost of $90.2 million.  Subsequent to August 31, 1999,
the Company acquired approximately 1.5 million shares at an average cost of
approximately $20.21 per share, or a total cost of $30.3 million.  As of
September 28, 1999, approximately 7.5 million shares remain available to be
purchased under the Company's current Board authorization.

During the six month period ended August 31, 1999, the Company repurchased
approximately $115.3 million principal amount of its 7-3/4% Senior
Subordinated Notes, of which $89.7 million principal amount was repurchased
during the three month period ended August 31, 1999.  The Company recognized
an extraordinary gain of $800,000 (net of taxes) from the repurchase of the
Notes in the three and six month periods ended August 31, 1999.  Subsequent to
August 31, 1999, the Company acquired an additional $15.1 million principal
amount of such Notes.


<PAGE>15


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


In April 1999, the Company acquired the net assets of Lombardini FIM S.p.A.
("Lombardini"), an Italian-based manufacturer of small gasoline and diesel
engines for $148 million, consisting of a cash payment of $42 million and the
assumption of $106 million of existing debt.  Lombardini produces small
engines of up to 50kw (65 horsepower) in power and competes in various
markets, supplying engines to agricultural, marine, automotive, electrical
generation and home and lawn care markets, primarily in Europe.  It also
exports its products to North America, Africa, Latin America and Asia.
Lombardini is managed as a part of the Company's Automotive Business Segment.

On September 10, 1999 the Company completed the sale of its Industrial Filter
Business, part of its Industrial business segment, for approximately $144.8
million in cash.  The results of operations of this business have been
segregated from the Company's continuing operations and accounted for as
discontinued operations in the accompanying consolidated statements of income
and cash flows.  A portion of the net proceeds will be used to pay-down
borrowings outstanding under the Company's revolving credit facility with the
remainder available for common stock repurchases, debt extinguishment and/or
future acquisitions.

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


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 results of
operations of Lombardini have been included in the Company's results of
operations from its respective date of acquisition.  The results of operations
of the Company's Industrial Filter Business have been segregated from the
results of the Company's continuing operations and reported as discontinued
operations for all periods presented.  The results of operations in fiscal
1999 have also been restated to exclude the results related to the operations
divested at the end of fiscal 1999, consisting primarily of the Company's
former Purolator Automotive Filter Business.


<PAGE>16

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

Net sales from continuing operations for the three and six month periods ended
August 31, 1999 increased by $33.8 million (7.6%) and $81.8 million (8.9%),
respectively, over the comparable periods last year.  In the Company's
Automotive product lines, net sales increased $12.5 million (5.4%) and $39.2
million (8.1%) in the three and six month periods ended August 31, 1999,
respectively, over the comparable periods last year.  Excluding the effects of
the acquisition of Lombardini, internal growth in the Company's Automotive
product lines amounted to $7.4 million (3.2%) and $29.8 million (6.2%) in the
three and six month periods ended August 31, 1999, respectively, over the
comparable periods last year.  The internal growth in the Automotive product
lines was generated by the domestic Automotive OEM and Aftermarket sectors,
with internal growth in the domestic OEM sector up 12.6% and 18.1% and the
Aftermarket sector up 2.5% and 10.3%, respectively, for the three and six
month periods ended August 31, 1999 as compared to the same periods in the
prior year.  The internal growth in each of these domestic sectors compared to
relatively flat sales in the corresponding international sectors.

In the Company's Industrial product lines, net sales increased $21.3 million
(10%) and $42.6 million (9.7%) in the three and six month periods ended August
31, 1999, respectively, over the comparable periods last year.  Excluding the
effects of the acquisition of Lombardini, net sales in the Company's
Industrial product lines decreased $13.4 million (6.3%) and $23.8 million
(5.4%) in the three and six month periods ended August 31, 1999, respectively,
in comparison to the corresponding prior year periods.  The decreases were
primarily attributable to unfavorable year-over-year comparisons in the
Industrial sector's agricultural and petrochemical markets, which suffered
deep cutbacks in the second half of fiscal 1999 which continued into fiscal
2000.  These markets have shown some recent signs of strengthening, which
should allow for a more favorable year-over-year comparison in the second half
of fiscal 2000.  The Industrial product lines also experienced decreases in
the Transportation sector in the three and six month periods ended August 31,
1999 in comparison to the same periods in the prior year.  Such decreases were
due to the contract nature of this business which can result in an uneven
shipment schedule and related revenue recognition over the short-term.  It is
anticipated that sales in the Transportation product lines will show a
positive year-over-year comparison for fiscal 2000 on a full year basis.

The cost of products sold as a percentage of consolidated net sales remained
consistent at approximately 68% for the three and six month periods ended
August 31, 1999 and 1998.  This consistent level is primarily attributable to
somewhat improved operating efficiencies offset by reduced pension income
resulting from lower earnings assumptions for the pension trust's assets in
fiscal 2000.

Selling and administration costs as a percentage of consolidated net sales
were 15.1% and 14.8% for the three and six month periods ended August 31,
1999, as compared to 15.5% and 15.2% for the three and six month periods ended
August 31, 1998.  The reduction in the level of costs indicates operating
efficiencies achieved and the benefits of continued emphasis on cost control.
The lower rates also reflect the effects of the Lombardini acquisition, which
has a lower level of such costs than the Company's historical experience.



<PAGE>17


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


Research and development costs increased by $2.1 million (17%) and $3.7
million (15%), respectively, for the three and six month periods ended August
31, 1999 as compared to the three and six month periods ended August 31, 1998.
As a percentage of consolidated net sales, these expenses increased to
approximately 2.9% as compared to 2.8% in the comparable periods last year.
This steady level of costs is primarily related to bringing new technology to
the North American Automotive OEM market from acquisitions made in Europe, and
the launching of a number of new products and system initiatives.

Depreciation and amortization expense increased by $3.7 million (19%) and $6.9
million (18%), respectively, for the three and six month periods ended August
31, 1999 as compared to the three and six month periods ended August 31, 1998.
The increase is attributable to the inclusion of the results of operations of
Lombardini, as well as the effects of the Company's capital equipment
expenditures in the latter half of fiscal 1999.

Interest expense for the three and six month periods ended August 31, 1999
increased $1.4 million (11%) and $3.1 million (13%) from the level incurred in
the three and six month periods ended August 31, 1998. The increase is
primarily attributable to debt assumed in the acquisition of Lombardini, and
increased indebtedness to fund the Company's stock repurchase program.  These
increases were somewhat offset by the repurchase of 7-3/4% Senior Subordinated
Notes with the Company's lower rate revolving credit facility.

The effective tax rate as a percentage of pre-tax accounting income for the
three and six month periods ended August 31, 1999 increased to 37.0% and
36.5%, respectively, from 36% for the comparable periods last year.  The
increase in the effective tax rate is primarily the result of an increased
income mix in higher taxed European countries.

As a result of all of the above, income from continuing operations for the
three and six month periods ended August 31, 1999 reflects increases of $.5
million (3%) and $1.9 million (5%) as compared to the comparable periods in
the prior year.  Net income for the three months ended August 31, 1999 was
$21.1 million, including $1.6 million from discontinued operations, and an
$800,000 gain from early debt extinguishment.  Such amounts compare to net
income for the three months ended August 31, 1998 of $20.9 million, which
included $2.7 million from discontinued operations.

Net income in the first half of fiscal 2000 increased to $47.4 million,
including $2.5 million from discontinued operations and an $800,000 gain from
early debt extinguishment.  Net income in the comparable period last year was
$45.2 million, which included income from discontinued operations of $5.6
million, and an extraordinary loss from early debt extinguishment of $2.6
million.


<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 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
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.

<PAGE>19


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



For its Information Technology exposures, the Company has substantially
completed all remaining phases (remediation, testing and implementation) of
its plan for all of its significant systems.  The remediation, testing and
implementation phases for the Company's Operating Equipment have also been
substantially completed.  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.

The Company has utilized 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 for its continuing
operations through August 31, 1999, was approximately $6.8 million, with
approximately $800,000 of that amount being expended in the six month period
ended August 31, 1999.  Such total costs included $1.9 million for capital
expenditures related to new systems and equipment, and $4.9 million for
operating expenses related to modifications of existing systems and equipment.

The Company presently believes that with its 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
successful, and if the Year 2000 plans of its significant customers and
suppliers (and, in turn, their 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.


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


<PAGE>20


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


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

      a.    general economic and competitive conditions in the markets and
            countries in which the Company operates, and the risks inherent in
            international operations;
      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 successful completion of the Company's Year 2000 plan, as well
            as the plans of its significant customers and suppliers; and,
      g.    the strength of the U.S. dollar against currencies of other
            countries where the Company operates, as well as cross-currencies
            between the Company's operations outside of the U.S. and other
            countries with whom they transact business.


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


<PAGE>21



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


Item 6(a) - Exhibits
--------------------
      Exhibit No.

      * 27        Financial Data Schedule


      *     Filed herewith by direct transmission pursuant to the EDGAR
            Program


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




<PAGE>22

                                  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:  October 1, 1999                   /s/ Sal H. Alfiero
       ---------------                   ------------------------
                                         Sal H. Alfiero
                                         Chairman of the Board



DATE:  October 1, 1999                   /s/ William P. Montague
       ---------------                   ------------------------
                                         William P. Montague
                                         President



DATE:  October 1, 1999                   /s/ John J. Byrne
       ---------------                   ------------------------
                                         John J. Byrne
                                         Vice President - Finance
                                          and Chief Financial Officer



DATE:  October 1, 1999                   /s/ Richard L. Grenolds
       ---------------                   ------------------------
                                         Richard L. Grenolds
                                         Vice President and
                                           Chief Accounting Officer



DATE:  October 1, 1999                   /s/ Clement R. Arrison
       ---------------                   ------------------------
                                         Clement R. Arrison
                                           Director



<PAGE>23


EXHIBIT INDEX


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

      * 27        Financial Data Schedule                              24


      *     Filed herewith by direct transmission pursuant to the EDGAR
            Program