UNITED STATES

                      SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C.  20549

                                  FORM 10-Q

(Mark One)

[X]   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 For the Quarterly Period Ended May 31, 2000.

                                      OR

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

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


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


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


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


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

 Yes  X   No
     ---
Number of shares outstanding of each class of the Registrant's common stock,
as of the latest practicable date:

   Class                                       Outstanding at July 12, 2000
   -----                                       ----------------------------
Common stock $.01 par value                             44,361,240




<PAGE>2

                           MARK IV INDUSTRIES, INC.

                                     INDEX



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

Consolidated Condensed Balance Sheets as of
 May 31, 2000 and February 29, 2000                                  3

Consolidated Statements of Income
 For the Three Month Periods Ended May 31, 2000 and 1999             4

Consolidated Statements of Cash Flows
 For the Three Month Periods Ended May 31, 2000 and 1999             5

Consolidated Statements of Comprehensive Income and
 Retained Earnings For the Three Month Periods Ended
 May 31, 2000 and 1999                                               6

Notes to Consolidated Financial Statements                           7

Management's Discussion and Analysis of Financial
 Condition and Results of Operations                                12


Part II.  Other Information                                         17
---------------------------

Signature Page                                                      18

Exhibit Index                                                       19





<PAGE>3


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



                                                  May 31,        February 29,
                                                   2000              2000
                                                -----------      -----------
ASSETS                                          (Unaudited)
Current Assets:
  Cash and short-term investments               $    2,200        $    2,100
  Accounts receivable                              469,700           413,700
  Inventories                                      341,400           346,800
  Other current assets                             141,600           138,700
                                                ----------        ----------
    Total current assets                           954,900           901,300

Pension and other non-current assets               206,600           203,000

Property, plant and equipment, net                 595,800           605,200

Cost in excess of net assets acquired              327,900           333,600
                                                ----------        ----------
     TOTAL ASSETS                               $2,085,200        $2,043,100
                                                ==========        ==========
LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities:
  Notes payable and current maturities          $   91,200        $   59,400
  Accounts payable                                 271,000           266,000
  Compensation related liabilities                  71,400            76,500
  Accrued interest                                  10,600            20,000
  Other current liabilities                         85,800            86,300
                                                ----------        ----------
    Total current liabilities                      530,000           508,200
                                                ----------        ----------
Long-Term Debt:
  Senior debt                                      157,500           153,300
  Subordinated debentures                          643,200           643,200
                                                ----------        ----------
    Total long-term debt                           800,700           796,500
                                                ----------        ----------
Other non-current liabilities                      267,900           261,200
                                                ----------        ----------
Stockholders' Equity:
  Preferred stock                                    -                  -
  Common stock                                         400               400
  Additional paid-in capital                       277,200           276,500
  Retained earnings                                305,100           281,700
  Foreign currency translation adjustment          (96,100)          (81,400)
                                                ----------        ----------
    Total stockholders' equity                     486,600           477,200
                                                ----------        ----------
    TOTAL LIABILITIES & STOCKHOLDERS' EQUITY    $2,085,200        $2,043,100
                                                ==========        ==========



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


<PAGE>4

                           MARK IV INDUSTRIES, INC.
                CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
            For the Three Month Periods Ended May 31, 2000 and 1999
                 (Amounts in thousands, except per share data)



                                                   2000               1999
                                                   ----               ----
                                                                 (As Restated)

Net sales from continuing operations             $555,300           $521,800
                                                 --------           --------
Operating costs:
  Cost of products sold                           381,800            357,500
  Selling and administration                       78,600             74,500
  Research and development                         15,200             14,700
  Depreciation and amortization                    23,700             22,200
                                                 --------           --------
    Total operating costs                         499,300            468,900
                                                 --------           --------
    Operating income                               56,000             52,900

Interest expense                                   14,600             13,200
                                                 --------           --------
  Income from continuing operations,
   before provision for taxes                      41,400             39,700

Provision for income taxes                         15,300             14,300
                                                 --------           --------
  Income from continuing operations                26,100             25,400

Income from discontinued operations,
 net of taxes                                        -                   900
                                                 --------           --------
  Net income                                     $ 26,100           $ 26,300
                                                 ========           ========

Net income per share of common stock:
  Basic:
   Income from continuing operations             $    .59           $    .50
   Income from discontinued operations                -                  .02
                                                 --------           --------
     Net income                                  $    .59           $    .52
                                                 ========           ========
  Diluted:
   Income from continuing operations             $    .53           $    .46
   Income from discontinued operations               -                   .02
                                                 --------           --------
     Net income                                  $    .53           $    .48
                                                 ========           ========
Weighted average number of shares
 outstanding:
  Basic                                            44,300             51,000
                                                 ========           ========
  Diluted                                          53,200             59,500
                                                 ========           ========

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


<PAGE>5

                           MARK IV INDUSTRIES, INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
           For the Three Month Periods Ended May 31, 2000 and 1999
                            (Dollars in thousands)




                                                          2000         1999
                                                          ----         ----
                                                                 (As Restated)
Cash flows from operating activities:
  Income from continuing operations                   $  26,100     $  25,400
  Items not affecting cash:
   Depreciation and amortization                         23,700        22,100
   Pension and compensation related items, net           (7,600)       (3,100)
   Deferred income taxes                                  6,800         5,500
  Changes in assets and liabilities, net of
   effects of acquired and divested businesses:
    Accounts receivable                                 (63,700)      (44,600)
    Inventories                                             200        (1,500)
    Other assets                                         (4,700)        5,600
    Accounts payable and other liabilities               (1,600)       (1,700)
                                                       --------      --------
     Net cash (used in) provided by continuing
      operating activities                              (20,800)        7,700
 Net cash used in discontinued operations                   -          (1,300)
  Extraordinary loss before deferred charges                -             400
     Net cash (used in) provided by
      operating activities                              (20,800)        6,800
                                                       --------      --------
Cash flows from investing activities:
  Acquisitions                                           (2,100)      (42,000)
  Divestitures and asset sales                             -           36,600
  Purchase of plant and equipment, net                  (17,000)      (16,200)
                                                       --------      --------
    Net cash used in investing activities               (19,100)      (21,600)
                                                       --------      --------
Cash flows from financing activities:
  Credit agreement borrowings, net                       30,000          -
  Retirement of subordinated debt                          -          (25,600)
  Other changes in long-term debt, net                   (4,100)      (20,000)
  Changes in short-term bank borrowings                  16,100        28,000
  Repurchase of common stock and options
   exercised, net                                           700       (68,000)
  Cash dividends paid                                    (2,700)       (2,900)
                                                       --------      --------
    Net cash provided by (used in)
     financing activities                                40,000       (88,500)
                                                       --------      --------
    Net increase (decrease) in cash
     and short-term investments                             100      (103,300)
Cash and short-term investments:
  Beginning of the period                                 2,100       125,700
                                                       --------      --------
  End of the period                                    $  2,200      $ 22,400
                                                       ========      ========


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


<PAGE>6


                           MARK IV INDUSTRIES, INC.
     CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND RETAINED EARNINGS
           For the Three Month Periods Ended May 31, 2000 and 1999
                            (Dollars in thousands)
                                 (Unaudited)




Comprehensive Income

                                                 2000              1999
                                                 ----              ----

Net income                                     $ 26,100          $ 26,300

Balance sheet effect of foreign
 currency translation adjustments               (14,700)           (8,300)
                                               --------          --------
Comprehensive net income                       $ 11,400          $ 18,000
                                               ========          ========




Retained Earnings


Retained earnings at the beginning
 of the period                                 $281,700          $203,300

Net income                                       26,100            26,300

Cash dividends of $.0625 and $.055 per
 share                                           (2,700)           (2,700)
                                               --------          --------
Retained earnings at the end of the period     $305,100          $226,900
                                               ========          ========










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


<PAGE>7


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



1.  Financial Statements

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

      In the opinion of the Company's management, the accompanying unaudited
      consolidated financial statements contain all adjustments necessary to
      present fairly the financial position of the Company at May 31, 2000,
      and the results of its operations and its cash flows for the three month
      periods ended May 31, 2000 and 1999.  Such results are not necessarily
      indicative of the results to be expected for the full year.

      Certain reclassifications of the May 31, 1999 financial statements have
      been made to reflect the Company's discontinued operations which were
      divested in September of fiscal 2000.


2.  Cash Flow

      For purposes of cash flows, the Company considers overnight investments
      as cash equivalents.  The Company made cash interest payments of
      approximately $24.1 million and $28.9 million in the three month periods
      ended May 31, 2000 and 1999, respectively.  The Company also made cash
      income tax payments of approximately $6.9 million and $5.7 million in
      the three month periods ended May 31, 2000 and 1999, respectively.


3.    Merger

      On May 26, 2000, the Company executed a definitive merger agreement with
      MIV Acquisition Corporation, an entity controlled by funds advised by BC
      Partners, a leading European private equity firm, providing for the
      acquisition of Mark IV at a price of $23.00 per share in cash.

      The transaction is structured as a cash merger and includes the
      assumption and/or refinancing the Company's debt.  The transaction has
      been approved by Mark IV's Board of Directors and is conditioned on the
      approval of the holders of a majority of the outstanding shares of Mark
      IV.  Certain Executive Officers and Directors of the Company have agreed


<PAGE>8


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


      with MIV Acquisition Corporation to vote the aggregate 7,173,863 shares
      of the Company's Common Stock (approximately 16.2% of the outstanding
      shares) owned by them in favor of the merger.  The merger is also
      conditioned on the receipt of funding under committed financing, the
      absence of material adverse changes, government regulatory approvals and
      other customary conditions.  The funding for the merger is based upon a
      debt financing commitment for the acquisition subsidiary from a bank
      syndicate led by the Chase Manhattan Bank to provide, in the aggregate,
      approximately $1.2 billion to finance a portion of the acquisition.  The
      balance of the acquisition financing will be provided by equity and
      other financing from BC Partners and Interbanca S.p.A. under commitments
      which are subject to funding of the debt financing and other customary
      conditions.  The transaction closing is currently anticipated to occur
      in the third quarter of the Company's current fiscal year.

      Under the terms of the Indentures governing Mark IV's 7-3/4% Senior
      Subordinated Notes due 2006 and its 4-3/4% Convertible Subordinated
      Notes due 2004, the Company is required to offer to purchase such Notes
      following the consummation of the Merger at prices set forth in the
      respective Indentures. MIV Acquisition Corporation has advised that it
      is currently intended that the Company's 7-1/2% Senior Subordinated
      Notes due 2007 will remain outstanding following the merger.

4.  Accounts Receivable and Inventories

      Accounts receivable are presented net of allowances for doubtful
      accounts of $10.7 million and $11.0 million at May 31, 2000 and February
      29, 2000, respectively.

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


                                                May 31,        February 29,
                                                  2000             2000
                                                -------        ------------

        Raw materials                          $ 104,700        $ 103,000
        Work-in-process                           61,700           60,900
        Finished goods                           175,000          182,900
                                               ---------        ---------
              Total                            $ 341,400        $ 346,800
                                               =========        =========


      Since physical inventories taken during the year do not necessarily
      coincide with the end of a quarter, management has estimated the
      composition of inventories with respect to raw materials, work-in-
      process and finished goods.  It is management's opinion that this
      estimate represents a reasonable approximation of the inventory
      breakdown as of May 31, 2000.  The amounts at February 29, 2000 are
      based upon the audited balance sheet at that date.


<PAGE>9


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


5.  Property, Plant and Equipment

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

                                                      May 31,    February 29,
                                                       2000          2000
                                                      -------    -----------

      Land and land improvements                     $ 20,600      $ 20,800
      Buildings                                       190,100       192,400
      Machinery and equipment                         679,300       670,000
                                                     --------      --------
         Total property, plant and equipment          890,000       883,200
      Less accumulated depreciation                  (294,200)     (278,000)
                                                     --------      --------
         Property, plant and equipment, net          $595,800      $605,200
                                                     ========      ========

6.  Long-term debt

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

                                                    May 31,     February 29,
                                                     2000           2000
                                                     ------      -----------
      Senior Debt:
       Credit Agreement                           $   60,000    $   30,000
       Italian based debt                            114,400       122,900
       Other borrowing arrangements                    8,500         8,600
                                                  ----------    ----------
          Total                                      182,900       161,500
       Less current maturities                       (25,400)       (8,200)
                                                  ----------    ----------
          Net senior debt                            157,500       153,300
                                                  ----------    ----------
      Subordinated Debt:
        7-3/4% Senior Subordinated Notes             119,200       119,200
        7-1/2% Senior Subordinated Notes             249,000       249,000
        4-3/4% Convertible Subordinated Notes        275,000       275,000
                                                  ----------    ----------
          Total subordinated debt                    643,200       643,200
                                                  ----------    ----------
          Total long-term debt                       800,700       796,500

      Total stockholders' equity                     486,600       477,200
                                                  ----------    ----------
        Total capitalization                      $1,287,300    $1,273,700
                                                  ==========    ==========
        Long-term debt as a percentage
         of total capitalization                       62.2%         62.5%
                                                  ==========    ==========

      During the quarter ended May 31, 1999, the Company repurchased
      approximately $25.6 million principal amount of its 7-3/4% Senior
      Subordinated Notes.  The gain resulting from the repurchase of the Notes
      below their par value was offset by write-offs of deferred charges and
      discounts related to the issuance of the Notes.  Subsequent to May 31,
      1999, the Company acquired an additional $104.8 million principal amount
      of such Notes.  There were no Senior Subordinated Notes repurchased
      during the quarter ended May 31, 2000.


<PAGE>10

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

7.  Common Stock Repurchase

      Approximately 4.3 million shares of the Company's common stock were
      repurchased and retired in the three-month period ended May 31, 1999, at
      an average cost of $15.74 per share, or a total cost of approximately
      $68.0 million, with an additional 4.9 million shares acquired in the
      balance of fiscal 2000 at an average cost of $19.67 per share, or a
      total of approximately $96.4 million.  The Company did not repurchase
      any of its common stock during the quarter ended May 31, 2000, and under
      the terms of the Merger Agreement, it has agreed not to repurchase any
      additional shares of its common stock.

8.  Net Income Per Share

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


                                                      May 31,     May 31,
                                                       2000        1999
                                                      -------     -------
      Basic Net Income Per Share:

      Net income                                      $26,100     $26,300
                                                      =======     =======
      Weighted average number of
         common shares outstanding                     44,300      51,000
                                                      =======     =======

      Basic net income per share                      $   .59     $   .52
                                                      =======     =======

      Diluted Net Income Per Share:

      Net income                                      $26,100     $26,300

      After-tax equivalent of interest
         expense on 4-3/4% Convertible
         Subordinated Notes                             2,000       2,000
                                                      -------     -------
      Income for purposes of computing
         diluted net income per share                 $28,100     $28,300
                                                      =======     =======
      Weighted average common
         shares outstanding                            44,300      51,000

      Dilutive stock options                              500         100

      Weighted average assumed conversion of
         4-3/4% Convertible Subordinated Notes          8,400       8,400
                                                      -------     -------
      Diluted weighted average number of
         common shares outstanding                     53,200      59,500
                                                      =======     =======

      Diluted net income per share                    $   .53     $   .48
                                                      =======     =======



<PAGE>11


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


9.  Business Segment Information

      Information concerning the Company's business segments for the three
      month periods ended May 31, 2000 and 1999 is as follows (dollars in
      thousands):

                                                        2000        1999
                                                        ----        ----

      NET SALES TO CUSTOMERS
       Automotive                                    $  336,800  $  306,800
       Industrial                                       218,500     215,000
                                                     ----------  ----------
        Total related to
         continuing operations                       $  555,300  $  521,800
                                                     ==========  ==========
      OPERATING INCOME
        Automotive                                   $   34,400  $   31,300
        Industrial                                       26,700      25,500
                                                     ----------  ----------
        Management's measure of the
         segments' operating performance                 61,100      56,800
        General corporate expense                        (5,100)     (3,900)
        Interest expense                                (14,600)    (13,200)
        Provision for income taxes                      (15,300)    (14,300)
                                                     ----------  ----------
         Income from continuing operations           $   26,100  $   25,400
                                                     ==========  ==========


                                                       May 31,   February 29,
                                                        2000        2000
                                                       ------    -----------

      IDENTIFIABLE ASSETS
        Automotive                                   $1,198,600  $1,173,700
        Industrial                                      842,400     844,700
                                                     ----------  ----------
        Total identifiable assets of the
         of the segments                              2,041,000   2,018,400
        General corporate assets                         44,200      24,700
                                                     ----------  ----------
         Total consolidated                          $2,085,200  $2,043,100
                                                     ==========  ==========




<PAGE>12

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


Liquidity and Capital Resources


The Company's working capital increased by $31.8 million (8%) during the three
month period ended May 31, 2000. Excluding cash and current financial
indebtedness, the Company's working capital investment was $513.9 million at
May 31, 2000, a net increase of $63.5 million (14%) in  comparison to $450.4
million at February 29, 2000.  The increase is primarily attributable to the
Company's seasonal build of accounts receivable which occurs annually in the
Automotive segment's powertrain and aftermarket businesses and the Industrial
segment's garden hose business.  To a lesser extent, accounts receivable
increases are also attributable to increased sales volume and new product
launches.  The seasonal increase tends to be substantially liquidated during
the Company's second fiscal quarter ending August 31, 2000.

Capital expenditures for the three month period ended May 31, 2000 were
approximately $17.0 million, which was $6.7 million lower than depreciation
and amortization expense of $23.7 million in the same period, and reflects a
consistent level of expenditures in comparison to the three month period ended
May 31, 1999.  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 2001.

The Company's total long-term debt of $800.7 million at May 31, 2000 was
comparable to the annual outstanding at February 29, 2000.  Its current
maturities and notes payable totaled $91.2 million at May 31, 2000, reflecting
an increase of $31.8 million from the amount outstanding at February 29, 2000.
This increase was primarily the result of the seasonal increase in accounts
receivable referred to above, net of the benefits of positive operating cash
flow in excess of capital expenditures during the period.

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

On May 26, 2000, the Company executed a definitive merger agreement with MIV
Acquisition Corporation, an entity controlled by funds advised by BC Partners,
a leading European private equity firm, providing for the acquisition of Mark
IV at a price of $23.00 per share in cash.

The transaction is structured as a cash merger and includes the assumption
and/or refinancing the Company's debt.  The transaction has been approved by
Mark IV's Board of Directors and is conditioned on the approval of the holders
of a majority of the outstanding shares of Mark IV.  Certain Executive
Officers and Directors of the Company have agreed with MIV Acquisition
Corporation to vote the aggregate 7,173,863 shares of the Company's Common
Stock (approximately 16.2% of the outstanding shares) owned by them in favor
of the merger.  The merger is also conditioned on the receipt of funding



<PAGE>13



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

under committed financing, the absence of material adverse changes, government
regulatory approvals and other customary conditions.  The funding for the
merger is based upon a debt financing commitment for the acquisition
subsidiary from a bank syndicate led by the Chase Manhattan Bank to provide,
in the aggregate, approximately $1.2 billion to finance a portion of the
acquisition.  The balance of the acquisition financing will be provided by
equity and other financing from BC Partners and Interbanca S.p.A. under
commitments which are subject to funding of the debt financing and other
customary conditions.  The transaction closing is currently anticipated to
occur in the third quarter of the Company's current fiscal year.

Under the terms of the Indentures governing Mark IV's 7-3/4% Senior
Subordinated Notes due 2006 and its 4-3/4% Convertible Subordinated Notes due
2004, the Company is required to offer to purchase such Notes following the
consummation of the Merger at prices set forth in the respective Indentures.
MIV Acquisition Corporation has advised that it is currently intended that the
Company's 7-1/2% Senior Subordinated Notes due 2007 will remain outstanding
following the merger.

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, an Italian manufacturer of small diesel engines
acquired in fiscal 2000, are included in the actual results of operations for
the entire three month period ended May 31, 2000 versus only two months in the
comparable period last year.

Net sales from continuing operations for the three month period ended May 31,
2000 increased by $33.5 million (6.4%) over the comparable period last year.
On a pro forma basis (adjusting for acquisitions made in fiscal 2000 and
eliminating the effects of discontinued operations and currency exchange
effects), net sales increased approximately $38.6 million (7%) from internal
growth over the comparable period last year.

In the Company's Automotive segment, net sales increased $30.0 million (10%)
for the three month period ended May 31, 2000 over the comparable period last
year.  On a pro forma basis, internal growth in the Company's Automotive
segment amounted to $28.2 million (9%) over the comparable period last year.
The internal growth in the Automotive segment was generated by both the
domestic and international Automotive OEM sectors, with internal growth in the
international OEM sector up 15% and the domestic OEM sector up 4% for the
three month period ended May 31, 2000 as compared to the prior year period.


<PAGE>14



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


In the Company's Industrial segment, net sales increased $3.5 million (2%) for
the three month period ended May 31, 2000 in comparison to the prior year. On
a pro forma basis, net sales increased $10.4 million (5%) for the three month
period ended May 31, 2000 in comparison to the prior year.  This increase was
primarily attributable to the Industrial distribution and specialty products
sectors, reflecting solid conditions in the U.S. economy.  The industrial
sector's agricultural and petrochemical markets, which suffered deep cutbacks
in fiscal 2000, showed a slight recovery during the quarter ended May 31,
2000.   The Industrial segment also experienced a decrease in its
transportation sector due to delivery dates being pushed out on several of its
contracts.

The cost of products sold as a percentage of consolidated net sales was
approximately 69% in both the current period and the comparable prior year
period.  Increased pension income resulting from higher income from the
Company's over-funded pension plans in fiscal 2001 substantially offset the
effects of pricing pressures and continued start-up costs related to the new
air-intake manifold production in North America.  Selling and administration
costs as a percentage of consolidated net sales were approximately 14% for the
three month periods ended May 31, 2000 and 1999.

Research and development costs increased by $.5 million (3%) for the three
month period ended May 31, 2000 as compared to the three month period ended
May 31, 1999.  As a percentage of consolidated net sales, these expenses were
2.7% for each of the three month periods ended May 31, 2000 and 1999.  This
level of spending relates to the Company's continued emphasis on new product
and systems initiatives.

Depreciation and amortization expense increased by $1.5 million (7%) for the
three month period ended May 31, 2000 as compared to the three month period
ended May 31, 1999.  The increase is primarily attributable to the inclusion
of the results of operations of Lombardini for the entire three month period
ended May 31, 2000, as compared to two months for the comparable period last
year.

Interest expense for the three month period ended May 31, 2000 increased $1.4
million (11%) from the level incurred in the three month period ended May 31,
1999.  The increase is primarily due to debt assumed in the acquisition of
Lombardini, and increased indebtedness to fund the Company's stock repurchase
program during fiscal 2000.

The effective tax rate as a percentage of pre-tax accounting income was
approximately 37% for the three month period ended May 31, 2000 as compared to
36% for the three month period ended May 31, 1999.  The increase in the
effective tax rate is a result of an increased mix of foreign income in
countries that have higher tax rates, as well as the utilization of certain
tax benefits that helped reduce the Company's effective tax rate in fiscal
2000.  It is anticipated that the effective tax rate will remain at the 37%
level for the balance of the current fiscal year.


<PAGE>15



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



As a result of all of the above, income from continuing operations for the
three month period ended May 31, 2000 reflects an increase of $.7 million (3%)
as compared to the comparable period in the prior year.  On a per share basis
for basic shares outstanding, such amount for the three month period ended May
31, 2000 represents an increase of 18% over the comparable period last year.

Net income decreased slightly for the three month period ended May 31, 2000 as
compared to the three month period ended May 31, 1999, with the prior year
period also including $.9 million of income from discontinued 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.


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>16


               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; and,
      f.    the strength of the U.S. dollar against currencies of other
            countries where the Company operates, as well as cross-currencies
            between the Company's operations outside of the U.S. and other
            countries with whom they transact business.

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


<PAGE>17


Part II.  OTHER INFORMATION
----------------------------

Items 1, 2, 3, 4 and 5 are inapplicable and have been omitted.


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

      Exhibit No.

      * 27        Financial Data Schedule


      *     Filed herewith by direct transmission pursuant to the EDGAR
            Program


Item 6(b) Reports on Form 8-K

The following report on Form 8-K was filed pertaining to events occurring
during the quarter ended May 31, 2000.

      (1)   A current report on Form 8-K dated May 31, 2000, was filed to
            report under Item 5, pertaining to the amending of the Company's
            Shareholders Rights Agreement.



<PAGE>18



                                  SIGNATURES



      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                         MARK IV INDUSTRIES, INC.
                                         Registrant




DATE: July 14, 2000                       /s/ Sal H. Alfiero
      -------------                       -----------------------
                                          Sal H. Alfiero
                                           Chairman of the Board



DATE: July 14, 2000                       /s/ William P. Montague
      -------------                       -----------------------
                                          William P. Montague
                                           President



DATE: July 14, 2000                       /s/ John J. Byrne
      -------------                       -----------------------
                                          John J. Byrne
                                           Vice President - Finance
                                           and Chief Financial Officer



DATE: July 14, 2000                       /s/ Richard L. Grenolds
      -------------                       -----------------------
                                          Richard L. Grenolds
                                           Vice President and
                                           Chief Accounting Officer


DATE: July 14, 2000                       /s/ Clement R. Arrison
      -------------                       -----------------------
                                          Clement R. Arrison
                                           Director




<PAGE>19



EXHIBIT INDEX


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

      * 27        Financial Data Schedule                              20


      *     Filed herewith by direct transmission pursuant to the EDGAR
            Program