Mark IV Industries Inc – ‘10-K’ for 2/29/96

As of:  Friday, 5/17/96   ·   For:  2/29/96   ·   Accession #:  62418-96-2   ·   File #:  1-08862

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         54    215K 
 2: EX-11       Statement re: Computation of Earnings Per Share        2±     8K 
 3: EX-21       Subsidiaries of the Registrant                         3±    15K 
 4: EX-23       Consent of Experts or Counsel                          1      6K 
 5: EX-27       Financial Data Schedule (Pre-XBRL)                     1      7K 

10-K   —   Annual Report
Document Table of Contents

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K 

X    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
ACT OF 1934 (FEE REQUIRED)                                          
For the fiscal year ended February 29, 1996                                     

OR

___   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES       
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)                              
For the transition period from __________________ to ____________________       

Commission File No. 1-8862                                                      

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

Delaware                                 23-1733979             
(State or other jurisdiction of       (IRS employer Identification number)      
incorporation or organization)                                                

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

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

Securities registered pursuant to Section 12(b) of the Act:           

                                                     Name of exchange on
      Title of Class                                which registered
       Common Stock, $.01 par value                  New York Stock Exchange

  Securities registered pursuant to Section 12(g) of the Act: None

   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    .               

Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be contained,  
to the best of the Registrant's knowledge, in definitive proxy or information   
statements incorporated by reference in Part III of this Form 10-K or any       
amendment to this Form 10-K.  X                                                 

    The aggregate market value of the voting stock of the Registrant held by
non-affiliates of the Registrant based on the closing price of the Common       
Stock on May 14, 1996 on the New York Stock Exchange was $1,136,595,840.        

As of May 14, 1996, the number of outstanding shares of Registrant's
Common Stock, $.01 par value, was 63,043,877 shares.                            

Documents Incorporated By Reference 

Portions of the Registrant's definitive proxy statement to be filed 
pursuant to Regulation 14A not later than 120 days after the end of the fiscal  
year are incorporated by reference into Part III.                               

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MARK IV INDUSTRIES, INC.
INDEX TO ANNUAL REPORT
ON FORM 10-K

PART I                                                                 Page     
                                                                  ----

Item 1:     Business                                                       3    
Item 2:     Properties                                                    11    
Item 3:     Legal Proceedings                                             12    
Item 4:     Submission of Matters to a Vote                                     
         of Security Holders                                          12

PART II                                                                         

Item 5:     Market for the Company's Common Stock and                           
         Related Security Holder Matters                              12
Item 6:     Selected Financial Data                                       13    
Item 7:     Management's Discussion and Analysis                                
of Financial Condition and Results                    
         of Operations                                                14
Item 8:     Financial Statements and Supplementary                              
         Data                                                         20
Item 9:     Disagreement on Accounting and Financial                            
         Disclosure                                                   41

PART III                                                                        

Item 10:    Directors and Executive Officers of the                             
         Registrant                                                   41
Item 11:    Executive Compensation                                        41    
Item 12:    Security Ownership of Certain Beneficial                            
         Owners and Management                                        41
Item 13:    Certain Relationships and Related                                   
         Transactions                                                 41

PART IV                                                                         

Item 14:    Exhibits, Financial Statement Schedules and                         
         Reports on Form 8-K                                          42
        Signatures                                                    49
        Exhibit Index                                                 50

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PART I

ITEM 1.  BUSINESS                                                               

General                                                                         

  Mark IV Industries, Inc. ("Mark IV" or "the company") is a diversified
manufacturer of a broad range of proprietary and other power and fluid          
transfer products and systems which serve primarily automotive and industrial   
markets.  Many of Mark IV's product groups have a significant, and in certain   
instances the leading share of their respective markets.  Products              
manufactured by Mark IV principally serve specialized needs in markets in       
which relatively few manufacturers compete.  These products are sold primarily  
directly, but also through independent distributors, to other manufacturers     
and commercial users int he United States and Europe and, to a lesser extent,   
in Canada, Latin America and the Far East.  Mark IV operates 79 manufacturing   
facilities and 56 distribution and sales locations and employs approximately    
18,200 people in 19 countries.                                                  

   During fiscal 1996, the Company reorganized what had been classified as
its primary business segment, Power and Fluid Transfer, into separately         
managed and market-focused businesses.  As a result, in connection with the     
preparation of its financial statements for its fiscal year ended February 29,  
1996, the Company determined to reclassify the operations included in that      
segment into two segments--Mark IV Automotive and Mark IV Industrial, with its  
former Professional Audio Segment being included in the Industrial segment.     
Mark IV's business strategy is focused on building, its worldwide, automotive   
and industrial business segments through internal growth, continuation of cost  
control and quality improvement programs, and selective strategic domestic and  
foreign acquisitions.  The Company's operating strategy emphasizes management   
for continuous improvement, establishing cooperative programs with customers    
to engineer, design and develop higher value added systems in addition to       
individual products, and the introduction of new, more cost effective and       
durable products.                                                               

    In furtherance of these strategies, over its last five fiscal years Mark
IV has:  (i) emphasized continuous product development, with a significant      
amount of its current sales arising from the introduction of new products or    
products which have been redesigned; (ii) substantially increased its           
industrial hose and couplings production capacity and strengthened its          
position in the hose and couplings products market through its recent           
acquisition of Imperial Eastman; (iii) considerably enhanced its ability to     
provide a broader range of products to its existing customers through its       
November 1994 acquisition of Purolator, a leading manufacturer of automotive    
and industrial filtration products and systems; (iv) significantly expanded     
its presence in Western Europe through its June 1993 acquisition of PTI, a      
leading Italian-based manufacturer of power transmission products; and (v)      
established distribution centers to serve markets in Central and South America  
and the Pacific Rim, and acquired manufacturing and distribution facilities in  
Mexico.  Mark IV believes that, having established an efficient global          
manufacturing and distribution network, it is well positioned to benefit from   
its leading domestic market position and its increased presence in European     
and other foreign markets.                                                      

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Recent Acquisitions                                                             

  As part of the Company's strategic growth plans, in November 1994 Mark
IV acquired Purolator, which is a leading manufacturer of filtration products,  
including automotive oil, air and fuel filters; residential and commercial      
heating, ventilating and air-conditioning ("HVAC") filters; high-technology     
liquid filtration products; and specialized industrial filters and filtration   
systems.  The total cost of the acquisition was $286.3 million.  Purolator's    
filtration business complements the Company's fluid transfer products since     
many of Purolator's products serve customers in the same markets as the         
Company's other power and fluid transfer products, such as certain industrial   
markets, the automotive aftermarket and to a lesser extent, the automotive OEM  
market.  In addition, filters are generally an integral part of most power and  
fluid transfer systems produced by the Company.  In particular, the             
acquisition of Purolator strengthens Mark IV's presence in the automotive       
aftermarket since more than 60% of Purolator's annual sales have been made to   
customers in this market.  Mark IV also believes that its extensive sales and   
distribution network are providing opportunities for increased sales of         
Purolator's products.                                                           

In furtherance of Mark IV's strategy of focusing on building its    
Industrial segment, on March 5, 1996 Mark IV acquired  Imperial Eastman for a   
purchase price of approximately $78 million.  Imperial Eastman manufactures     
industrial hose and couplings products complementary to existing Mark IV        
products, and has annual sales of approximately $135 million.                   

Recent Developments                                                             

As part of the Company's strategy to become more focused within its 
Industrial segment, Mark IV is exploring the possibility of selling its non-    
core businesses.  In October 1995, the Company announced the possible sale of   
its Transportation Products businesses which have aggregate annual sales of     
approximately $225 million.  In January 1996, the Company announced that it is  
also exploring the possible sale of its Professional Audio business which has   
annual sales of approximately $200 million.  The potential sales remain in      
their preliminary stages and, therefore, there can be no assurance that any     
such sales will occur.  It the Company were to consummate all or a portion of   
such sales, the net proceeds thereof would be used to reduce Senior             
Indebtedness, to fund future acquisitions in core business areas, and/or,       
depending on market prices and other relevant considerations, to repurchase     
outstanding shares of the Company's Common Stock.                               

Segment Information                                                             

   As discussed above, in connection with the preparation of its financial
statements for its fiscal year ended February 29, 1996, the Company has         
reclassified the operations included in its former Power and Fluid Transfer     
segment and its former Professional Audio segment into the following two        
business segments:                                                              

(i)   Automotive, which includes the design, manufacture and        
    distribution of fuel, power transmission, and fluid handling
          systems and components, and filters and filtration systems for the
global automotive aftermarket and OEM market; and       

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(ii)  Industrial, which includes the design, manufacture and        
          distribution of power transmission, fluid handling, and filtration
components and systems for industrial OEM and industrial
    distribution markets worldwide.  The Industrial segment also
       includes the Company's Transportation Products and Professional
Audio business units.                                   

A more detailed discussion concerning the Company's two reclassified
business segments follows.  Financial information regarding such business       
segments is presented in Note 14 to the Company's audited consolidated          
financial statements included elsewhere herein.                                 

MARK IV AUTOMOTIVE                                                              

Overview                                                                        

During the latter part of fiscal 1996, the Company's worldwide      
automotive OEM and aftermarket operations were combined to form Mark IV         
Automotive as a global manufacturer of automotive systems and components        
primarily operating under the trade names of Dayco and Purolator.  Mark IV      
Automotive's sales accounted for about 48%, or $1.0 billion, of the Company's   
total consolidated net sales in fiscal 1996, with approximately 38% of such     
sales to customers outside of the U.S.                                          

Mark IV Automotive develops, manufactures and markets systems and   
components primarily in the fuel, power transmission, fluid handling and        
filtration technology areas.  In the design, manufacture and distribution of    
its products, Mark IV Automotive places particular emphasis on the use of       
complete systems or subsystems to meet the needs of its global customers.  In   
addition, products are designed to improve or enhance automotive safety,        
passenger comfort and/or the environment.                                       

 Mark IV Automotive's fuel products include all systems and components
required for the safe transport of fuel from the gas tank inlet into a          
vehicle's gas tank, and then from the tank into the engine.  Products vary      
from complete fuel systems to individual components, including tubes, hose,     
couplings, fuel filler and other assemblies, fittings, valves, canisters and    
filters.  Power transmission products, of which Mark IV Automotive is a         
leading manufacturer, include accessory drive and camshaft drive systems,       
consisting of components such as belts, pulleys, idlers and tensioners, for     
the global automotive market.  Fluid handling products consist of hose and      
hose assemblies for power steering, air conditioning, oil cooler, and other     
high-pressure applications; as well as radiator hose, heater hose and other     
related hose, couplings and assemblies.  Automotive filtration products, of     
which Mark IV Automotive is a leading manufacturer, include a complete line of  
filters and filter housing for automotive, light truck and heavy duty           
applications.                                                                   

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AUTOMOTIVE OEM                                                                  

  Mark IV Automotive designs and manufactures systems and components for
most vehicle producers in the world, including OEMs in North America, Europe    
and Asia.  The segment's Automotive OEM business accounted for approximately    
21% of the Company's consolidated net sales in fiscal 1996.                     

  The Company's wholly-owned subsidiary, Dayco Products, Inc. ("Dayco"),
designs, develops and manufactures automotive accessory drive, camshaft drive,  
fuel, air conditioning, and power steering systems for the global automotive    
OEM market, as well as radiator, heater, fuel, engine and transmission oil      
cooler assemblies.  These systems and assemblies consist of various hose,       
belts, filters, tensioners, brackets, pulleys, canisters and sprockets.  Dayco  
has development programs with respect to various automotive systems with the    
Detroit "Big Three", U.S. foreign-based OEMs, and most of the major European    
automotive manufacturers.  An emphasis on systems development as a hose and     
assembly producer has helped Dayco gain market share in the power steering      
hose assembly market.  In addition, Dayco continues to benefit from the         
increasing demand in Europe for automobiles equipped with power steering and    
air conditioning.  Almost 50% of vehicles produced in Europe today include      
both air conditioning and power steering, while in the U.S., over 95% of all    
new vehicles are comparably equipped.  The Company believes that the number of  
cars manufactured in Europe which feature these products is growing at a        
faster rate than the overall market, representing a continuing growth           
opportunity for Mark IV Automotive.  Moreover, the Company believes that the    
increase in the number of motor vehicles in operation in Asia and the high-     
temperature climate in populous portions of Asia should create a strong demand  
for Dayco's air conditioning hose assemblies.                                   

    The acquisition of Purolator has provided increased market opportunities
with the Company's multi-national OEM customers.  Purolator's products are      
being incorporated into Dayco's systems, and the distribution of Purolator's    
products are expected to be enhanced by Dayco's global OEM programs.            
Purolator's equity interest in Purolator India Limited expands the Company's    
manufacturing capabilities and OEM markets in Southeast Asia, while             
Purolator's 50% ownership in Purodenso Corp., a joint venture with Nippondenso  
of Japan, provides access to the OEM transplant market in the U.S.  During      
fiscal 1995 and 1996, the Company continued to expand its international         
manufacturing base through acquisitions in Mexico and Sweden and the            
establishment of manufacturing operations in Argentina where the construction   
of a new manufacturing facility is planned for fiscal 1998.                     

AUTOMOTIVE AFTERMARKET                                                          

    Mark IV Automotive products in the automotive aftermarket include a vast
array of automotive belts, hose, filters and accessories sold to automotive     
warehouse distributors, oil companies, quick lubes, original equipment service  
centers, retail and auto parts chains, mass merchandisers, farm and fleet       
stores, and hardware distributors. The automotive aftermarket accounted for     
approximately 27% of the Company's consolidated net sales in fiscal 1996.       

The Company's automotive aftermarket business is divided between the
"traditional" and "maintenance" markets.  The traditional market, which         
accounts for about one third of the aftermarket business, includes standard     
"wear-and-tear" replacement and repair products, such as belts and hose.  The   
balance of aftermarket sales are to the maintenance market, which includes      
regularly scheduled maintenance or upkeep products, such as filters.            

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Automotive aftermarket products include V-ribbed belts, V-belts, and
timing belts; radiator, automotive service, fuel line and heater hose and       
assemblies; as well as fan clutches, transmission oil, coolers, fan blades,     
electric fans, couplings and pulleys.  With the addition of Purolator, product  
offerings were expanded to include a complete line of automotive oil, air and   
fuel filters for virtually all automobiles and light duty trucks currently      
operated in North America, including those manufactured by North American,      
Japanese and European OEMs.  The Company believes that the combined             
Dayco/Purolator distribution system and complementary customer base provide     
opportunities for revenue growth, margin improvement and increased market       
penetration.                                                                    

MARK IV INDUSTRIAL                                                              

Overview                                                                        

Mark IV Industrial combines the industrial operations of Dayco,     
Purolator and Imperial Eastman and offers to specifically targeted industrial   
markets around the world engineered systems and components primarily in the     
fluid power, power transmission, fluid transfer and filtration technology       
areas.  Mark IV Industrial also encompasses the Company's Transportation        
Products and Professional Audio business units.  Mark IV Industrial accounted   
for approximately 52%, or $1.1 billion, of the Company's total consolidated     
net sales in fiscal 1996, with approximately 33% of such sales to customers     
outside of the U.S.                                                             

Industrial Systems and Components                                               

 Many of Mark IV's Industrial products are sold directly to industrial
OEMs for use in agricultural, marine, manufacturing, office, mining,            
environmental, fuel dispensing and fuel flow equipment applications, as well    
as in products such as snowmobiles, washing machines, golf carts, vacuum        
cleaners, outboard motors, lawn mowers.  The balance of sales of these          
products are to distributors of industrial replacement belts and filters,       
industrial and hydraulic hose and couplings, and lawn and garden product        
distributors and retailers, such as hardware chains, home centers and mass      
merchandisers, in addition to government agencies and contractors. Net sales    
in these markets accounted for approximately 33% of the Company's consolidated  
net sales in fiscal 1996.                                                       

Mark IV Industrial's fluid power products include high-pressure     
hydraulic and pneumatic hose, couplings and assemblies to a variety of          
industrial customers, primarily through its Dayco and Imperial Eastman          
operations.  Recent products include a series of agricultural hose operational  
at up to 3,000 pounds per square inch, designed for use on agricultural         
equipment; a high-pressure, spiral wire hose for use on large, off-road         
construction and agricultural equipment, such as earth movers and combines; a   
line of flexible, general purpose wire braid hose and hose assemblies for use   
in chemical refineries and in other  high pressure applications; and a wire     
braid hose capable of handling a multitude of fluids for a variety of           
applications.                                                                   

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Mark IV Industrial, through its Dayco operation, also designs and     
manufactures belts and drive systems for industrial power transmission          
applications.  The Company's belts and drive systems can be found in a diverse  
range of industrial applications, including for use in heavy-duty farm          
equipment, rock crushers, lathes, snowmobiles, cooling towers, air handling     
and petroleum pumping units, underground mines, lawn mowers and other grounds   
care equipment, and, recently, in products ranging from exercise treadmills to  
industrial dough mixers and large appliances, such as washers and dryers.       

    Mark IV Industrial's fluid transfer products provide customers with hose
and couplings for transferring liquids, ranging from corrosive chemicals to     
water, air and other gaseous materials, and solid matter as diverse as flour    
and concrete.  These products can be found in agricultural applications,        
refineries and service stations, underground mines, sandblasting jobs, welding  
processes, chemical transference applications, transportation equipment,        
vacuum cleaners, steel mills and in garden and air hose applications.           

Through Purolator, Mark IV Industrial offers specialized industrial 
fluid filters for the aeropower, fluid processing and general industrial        
markets, as well as for government and military applications.  Purolator's      
other products include heating and air-conditioning filters for residential,    
commercial and industrial uses and, through the operations of Purolator's       
subsidiary, Facet International, Inc. ("Facet"), high performance filtration    
and separation products and systems for commercial and military aviation        
applications.   Facet's products are sold to oil companies, airlines and        
defense ministries.  Facet also produces bilge separators for the commercial    
and military marine markets, as well as environmental protection filters that   
separate oil from water.                                                        

Other                                                                           

   Transportation Products.  Mark IV designs and manufactures products and
systems serving two principal components of the Transportation Products         
market.  Mark IV produces information displays, door systems, interior          
hardware and other systems for mass transit buses and railcars.  In addition,   
the Company produces electronic vehicle identification products for the         
electronic toll and traffic management markets, as well as information signs    
and traffic signals and controllers.  These products, which are manufactured    
and sold in North America and throughout Europe, accounted for approximately    
10% of the Company's total consolidated net sales in fiscal 1996.               

The Company announced in October 1995 that it is exploring the      
possibility of selling the Transportation Products business unit.  The sale of  
the unit, which is at a preliminary stage, is being pursued in connection with  
the Company's long-term strategy of focusing on the worldwide industrial and    
automotive aftermarket and OEM markets.                                         

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Professional Audio.  The Professional Audio business units accounted for
approximately 9% of the Company's consolidated net sales in fiscal 1996.  This  
group of companies, known in the marketplace as Mark IV Audio, provides a       
comprehensive range of high quality, high performance audio products to the     
professional audio market, including recording studio equipment, systems for    
live performance, and permanently installed engineered sound systems.           
Products include microphones, mixing consoles, signal processors, amplifiers    
and loudspeakers, and accessory items for use in a wide variety of              
applications.                                                                   

The Company announced in January 1996 that it is exploring the      
possibility of selling its Professional Audio businesses.  The proposed sale    
of these businesses, which is also at a preliminary stage, is being pursued in  
connection with the Company's long-term strategy of focusing on the worldwide   
industrial and automotive aftermarket and OEM markets.                          

Marketing and Competition                                                       

Mark IV's products are marketed primarily in the United States and  
Europe, and to a lesser extent in Canada and the Far East.  The company uses    
its own sales engineers and other sales personnel, independent distributors     
and sales representatives to market its products.                               

A majority of the company's products have a significant and in many 
instances the leading market share in their respective markets.  Most of the    
markets for the company's products are characterized by a limited number of     
competitors.  However, competition in certain of those markets is intense.      
Some of the company's competitors are substantially larger than Mark IV and     
have greater financial resources.  The company competes on the basis of price,  
quality, technical innovation and its ability to fill orders promptly, with     
the relative importance of each factor depending on the market for the          
particular product.                                                             

Backlog                                                                         

  The company does not believe that the backlog of orders for any of its
products is material to the company as a whole.  However, backlogs are a        
significant factor in the Transportation Products market of the Industrial      
segment.                                                                        

Patents and Trademarks                                                          

Although a number of patents and trademarks have been issued to the 
company and its subsidiaries, the company believes its competitive position is  
more dependent on its technical knowledge and processes than on patent or       
trademark protection.  The company believes, however, that its trademarks and   
tradenames used in connection with certain products may be significant to its   
business.                                                                       

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Research and Development                                                        

    The company is engaged in ongoing research and development in connection
with new and existing products.  Research and development expenditures are      
expensed as incurred, and amounted to $48,400,000; $34,800,000; and             
$30,700,000 in the company's operations in fiscal 1996, 1995 and 1994,          
respectively.                                                                   

Raw Materials and Supplies                                                      

 The materials and supplies used to produce the company's products are
generally obtained from a wide variety of suppliers, and the company has not    
experienced any shortages.  Although certain materials used in the manufacture  
of flip-dots, electrostatic control equipment, self-illuminating lights and     
smoke-detector ionization elements are readily available from only a few        
suppliers, the company does not anticipate any significant difficulties in      
obtaining any of these raw materials in the foreseeable future.                 

Government Regulation                                                           

   Certain of the company's process control systems, electrostatic control
devices, smoke-detector ionization elements and self-illuminating lights have   
radioactive components, the production, storage and transportation of which     
are subject to federal, state and local laws and regulations.  Federal and      
state regulations also limit the amount of exposure the company's employees     
may have to such radioactive materials.  The company has obtained the           
necessary licenses and approvals required for its businesses and believes it    
is in material compliance with all applicable regulations concerning            
radioactive materials and employee safety.                                      

A portion of the company's business is conducted pursuant to U.S.   
Government contracts or sub-contracts.  Generally, government contracts and     
sub-contracts contain provisions permitting termination at any time at the      
convenience of the Government upon payment to the company of costs incurred     
plus a profit related to the work performed to the date of termination.         
Substantially all of the company's government contracts and sub-contracts       
contain these provisions.  The company, as a government contractor, is subject  
to various statutes and regulations governing defense contracts.                

 Other than as described above with respect to radioactive components,
the company is not subject to any particular environmental laws or regulations  
which are not generally applicable to all manufacturing companies.  The         
company believes that it is in material compliance with all applicable          
environmental laws and regulations.  Mark IV does not anticipate having to      
incur material capital expenditures for environmental compliance in fiscal      
1997 or fiscal 1998.                                                            

Employees                                                                       

The company currently employs approximately 18,200 persons, of whom 
approximately 12,900 are production employees, with the remainder serving in    
executive, administrative, engineering or sales capacities.  Approximately      
3,600 production employees are covered by 19 collective bargaining agreements   
which expire at various times through the year 2001.  The company believes its  
relationship with its employees is good.                                        

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Other                                                                           

  Mark IV was incorporated in Delaware in 1970 and its executive offices
are at 501 John James Audubon Parkway, Amherst, New York 14226-0810.  Its       
telephone number is (716) 689-4972.                                             

ITEM 2.  PROPERTIES                                                             

   The table below summarizes the approximate floor space of the company's
corporate office and principal manufacturing facilities by business segment.    

                                             Approximate Floor Space
                                           (In Thousands of Square Feet)
                                           Owned       Leased      Total

Corporate Office                                 -          23,000     23,000   
Automotive     (1) (3)                        3,920,000  1,073,000  4,993,000   
Industrial     (2) (3)                        4,183,000  2,009,000  6,192,000   

(1)   Consisting of the following twenty-three facilities:                      
North American facilities (approximately 3,980,000 square feet):    
 Waynesville, NC; Walterboro, SC; Williston, SC; Ocala, FL; Ft. Worth,
    TX; Fayeteville, AR; Weston, Ontario, Canada; Easley, SC; Lexington, TN;
Red Wing, MI; Dexter, MO; Fayetteville, NC; Salt Lake City, UT;     
Mississauga, Ontario, Canada; Detroit, MI; Big Rapids, MI.          

European facilities (approximately 1,013,000 square feet): Torino,  
Italy; Baudour, Belgium; Chieti, Italy; Manopello, Italy; Varberg,  
Sweden; Ulricehamn, Sweden; Blidsberg, Sweden.                      

(2)   Consisting of the following fifty-six facilities:                         
North American facilities (approximately 5,558,000 square feet):    
  Springfield, MO; Fort Scott, KS; Alliance, NE; Eldora, IA; McCook, NE;
  Walnut, CA; Rock Island, IL; Bucyrus, OH; Buffalo, NY; Vero Beach, FL;
Stillwell, OK; Tulsa, OK; Henderson, NC; Kenly, NC; Davenport, IA;  
   Sacramento, CA; Newark, NJ; Greensboro, NC; Mexico City, Mexico; Plano,
TX; Montreal, Quebec, Canada; Niles, IL (2); Mississauga, Ontario,  
    Canada (2); Cobourg, Ontario, Canada; Little Rock, AR; Austin, TX; Grand
   Island, NY; Clinton, MA; Hudsonville, MI; Albuquerque, NM; Costa Messa,
  CA; Manitowoc, WI (2); Barrie, Ontario, Canada; Buchanan, MI; Newport,
  TN; Sevierville, TN; Mishawaka, IN; Oklahoma City, OK (2); Sun Valley,
CA; El Monte, CA; Gananoque, Ontario, Canada.                       

European Facilities (approximately 634,000 square feet):  Halesowen,
  U.K.; Torino, Italy; Barcelona, Spain; Treforest, Wales, UK; Lacoruna,
Spain; Rastatt, Germany; Straubing, West Germany; Hohenwarth, West  
   Germany; Kidderminster, Worchester, U.K.; Hounslow, Middlesec, U.K. and
Nice, France.                                                       

(3)   The automotive amounts include approximately 350,000 square feet from     
    facilities listed in footnote 2 above.  This amount represents a portion
  of industrial manufacturing facilities which manufactures products the
Company classifies in its Automotive segment.                       

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The company also owns or leases various small production facilities,
sales offices, distribution and research centers which are not included in the  
above list of properties.                                                       

The company believes that its existing facilities have sufficient   
capacity to meet its anticipated needs in each of its industry segments for     
the foreseeable future.                                                         

ITEM 3.  LEGAL PROCEEDINGS                                                      

The company is involved in various legal and environmental related  
claims or disputes in the ordinary course of business.  In the opinion of       
management, the ultimate cost to resolve these matters will not have a          
material adverse effect on the company's financial position, results of         
operations, or cash flows.                                                      

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                    

Not applicable.                                                     

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PART II 

ITEM 5.  MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED SECURITY HOLDER      
MATTERS                                                     

The company's Common Stock is listed on the New York Stock Exchange 
(Symbol: IV).  The following table sets forth, for the fiscal periods           
indicated, the high and low closing sale prices per share of the company's      
Common Stock as reported by the New York Stock Exchange.  All amounts have      
been adjusted for the 5% stock dividend issued in April 1995.                   

                           Fiscal 1996                   Fiscal 1995
                           Low         High             Low         High

1st Quarter                $16.125     $19.125         $14.250    $17.250 
2nd Quarter                $19.125     $22.500         $16.250    $18.875 
3rd Quarter                $17.625     $22.500         $18.375    $20.875 
4th Quarter                $17.125     $21.000         $16.750    $18.500 

   As of February 29, 1996, the approximate number of holders of record of
the company's Common Stock was 2,400.                                           

  The company declared total cash dividends of $.119 and $.102 per share
during fiscal 1996 and 1995, respectively.                                      

ITEM 6.  SELECTED FINANCIAL DATA                                                

                                                                [Download Table]

                           FIVE YEAR SUMMARY OF OPERATIONS                          
                    (Amounts in thousands, except per share data)                   

                                  Fiscal Year Ended the Last Day of February,       

                            1996      1995 (1)      1994        1993        1992    
                                                                                    

Income Statement Data:                                                              

 Net sales               $2,088,500  $1,603,300  $1,244,200  $1,085,700  $1,004,300 

 Operating income (2)    $  212,600  $  164,300  $  131,800  $  113,600  $  106,200 
 Interest expense            61,200      53,900      50,100      51,600      64,700 
 Operating income,                                                                  
   net of interest                                                                  
   expense               $  151,400  $  110,400  $   81,700  $   62,000  $   41,500 
Income from continuing                                                              
   operations            $   92,400  $   67,900  $   51,100  $   39,100  $   26,800 
Income from                                                                         
   discontinued                                                                     
   operations                  -           -           -          3,600       2,000 
 Extraordinary items           -         (1,100)    (21,700)     (3,700)     (4,500)
 Cumulative effect of                                                               
  accounting change            -           -        (26,000)       -           -    
     NET INCOME          $   92,400  $   66,800  $    3,400  $   39,000  $   24,300 

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                                  Fiscal Year Ended the Last Day of February,       

                            1996      1995 (1)      1994        1993        1992    

                                                                                    
Primary income                                                                      
 per share (3):                                                                     
  Continuing operations  $     1.46  $     1.33  $     1.09  $      .84  $      .73 
  Discontinued operations      -           -           -            .08         .06 
  Extraordinary items          -           (.02)       (.46)       (.08)       (.12)
  Cumulative effect of                                                              
   accounting change           -           -           (.56)       -          -     
      NET INCOME         $     1.46  $     1.31  $      .07  $      .84   $     .67 

Fully-diluted income                                                                
 per share (3):                                                                     
  Continuing operations  $     1.46  $     1.23  $      .99  $      .79   $     .67 
  Discontinued operations      -           -           -            .07         .05 
  Extraordinary items          -           (.02)       (.39)       (.07)       (.11)
  Cumulative effect of                                                              
   accounting change           -           -           (.46)       -           -    
      NET INCOME         $     1.46  $     1.21  $      .14  $      .79   $     .61 

Cash dividends paid     $      .12  $      .10 $      .09  $      .08   $    .06    

 Weighted average                                                                   
  number of shares                                                                  
  outstanding (3):                                                                  
    Primary                  63,000      51,000      46,800      46,300      36,500 
    Fully-diluted            63,400      57,800      55,900      55,400      42,300 

Balance Sheet Data:                                                                 
 Working capital         $  404,900  $  379,700  $  312,800  $  275,400  $  285,500 
 Total assets            $2,013,100  $1,846,400  $1,282,300  $1,124,800  $1,104,500 
 Long-term debt          $  642,500  $  610,700  $  567,200  $  497,100  $  525,400 
 Stockholders' equity    $  725,500  $  635,500  $  345,400  $  345,600  $  311,900 

<FN>                                                                                
____________________________                                                        

(1)       Includes the results of operations of Purolator from its November         
          1994 acquisition date.                                                    

(2)       Represents income from continuing operations before interest expense      
          and taxes.                                                                

(3)       Adjusted to reflect the 5% stock dividend issued in April 1996.           


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Item 7.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND    
RESULTS OF OPERATIONS                                 

Liquidity and Capital Resources                                                 

The Company's short-term capital needs are met by cash generated through        
operations, and supplemented by its borrowing under various credit facilities   
to the extent required.  During fiscal 1996, net cash provided by earnings was  
$183.0 million, a 45% increase over the $126.5 million generated in fiscal      
1995, which in turn represented a 39% increase over fiscal 1994.  At February   
29, 1996, the Company's working capital investment was $404.9 million, a net    
increase of $25.2 million (7%) in comparison to February 28, 1995.  As a        
percentage of sales, working capital at February 29, 1996 represented 19% of    
fiscal 1996's net sales as compared to a 20% relationship at fiscal 1995,       
computed as on a pro forma basis as if the results of operations of Purolator   
had been included for all of fiscal 1995.  Management anticipates that its      
working capital investment will be reduced further during fiscal 1997           
relative to its relationship to net sales.                                      

Capital expenditures in fiscal 1996 were $95.5 million, which exceeds           
depreciation and amortization expense of $66.8 million in fiscal 1996 and       
capital expenditures of $50.8 million in fiscal 1995.  Approximately $11.0      
million of the increase in capital expenditures resulted from the capital       
requirements of Purolator for all of fiscal 1996, and only four months of       
fiscal 1995.  Additionally, approximately $21.0 million of the increase         
related to a new manufacturing facility and other increased capacity            
requirements in the European units of the Company's Automotive business         
segment, primarily in Italy.  The balance of the increase related to the U.S.   
units of the Company's Industrial business segment, including a new             
centralized warehouse and distribution facility.  Management anticipates that   
the Company's capital expenditure requirements will continue to exceed its      
annual depreciation and amortization charges over the next few years.           

Cash generated from earnings in fiscal 1996 was sufficient to fund the          
Company's capital expenditure investments as well as its increased working      
capital requirements.  Management believes that cash generated from earnings    
will continue to be sufficient to fund such needs for the foreseeable future.   

The Company's long-term capital needs are met by cash generated from earnings,  
bank financing, and public debt and equity offerings.  Recent financing         
activities of a longer term nature include the following:                       

-      In October 1994, the Company entered into agreements with certain        
   holders of its 6-1/4% Convertible Debentures due February 15, 2011 to
convert approximately $76.7 million of the debentures into        
 approximately 5.9 million shares of the Company's Common Stock.  In
January 1995, the Company called for redemption the $37.5 million 
    remaining principal amount of the debentures.  As a result of the call
for redemption, substantially all of the remaining debentures were
converted into 2.8 million shares of the Company's Common Stock.  

-      In November 1994, the Company acquired all of the stock of Purolator     
Products Company ("Purolator") for a total cash purchase price,   
   including expenses, of approximately $286.3 million.  Funding for the
acquisition was provided by borrowings under the Company's credit 
agreement.                                                        

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-      In December 1994, the Company completed an underwritten public offering  
     of 6.8 million shares of its Common Stock at a public offering price of
    $17.23 per share.  The net proceeds of approximately $113 million were
     used to repay a portion of the Company's outstanding indebtedness under
its credit agreement.                                             

-      In March 1996, the Company entered into an Amended and Restated Credit   
     and Guarantee Agreement (the "Credit Agreement") with various financial
    institutions.  The Credit Agreement currently provides for a five-year
     non-amortizing revolving credit facility with borrowing availability of
     $400 million under a domestic facility (the "Domestic Credit Facility")
   and $100 million under a multi-currency facility (the "Multi-Currency
Credit Facility").  The Multi-Currency Credit Facility permits    
borrowings to be made in dollars as well as specified foreign     
  currencies.  The proceeds of the initial borrowings under the Credit
Agreement were used to repay all amounts outstanding under the    
 Company's previously existing credit agreements.  See Note 7 to the
     Company's audited financial statements for information as to applicable
interest rates and covenants.                                     

-      In March 1996, the Company completed the private placement of $250       
  million principal amount of its 7-3/4% Senior Subordinated Notes due
   2006 (the "7-3/4% Notes") at a purchase price of 99.36% of their face
   amount.  The net proceeds from the sale of the 7-3/4% Notes were used
    to reduce outstanding indebtedness under the Credit Agreement.  The 7-
 3/4% Notes are general unsecured obligations of the Company and are
subordinated in right of payment to all existing and future senior
  indebtedness, and rank the same in right of payment as the Company's
   Senior Subordinated Notes due 2003 (the "8-3/4% Notes").  The related
 Indenture limits the payment of dividends and the repurchase of the
 Company's Common Stock, and includes certain other restrictions and
     limitations customary with subordinated indebtedness of this type.  The
Company is in the process of exchanging the 7-3/4% Notes for a new
   issue of debt securities to be registered under the Securities Act of
1933 (as amended), with substantially identical terms.            

The March 1996 transactions referenced above have been presented in the         
Company's audited consolidated balance sheet as of February 29, 1996 as if      
they had occurred as of that date.                                              

As of March 31, 1996, the Company had borrowing availability under its Credit   
Agreement of approximately $285 million and additional availability under its   
various other domestic and foreign demand lines of credit of approximately      
$125 million.                                                                   

Foreign Currency                                                                

The Company does not hold or issue derivatives for trading purposes and is not  
a party to leveraged derivatives transactions.  The Company's sales from        
foreign locations and exports are significant; therefore, the Company does      
enter into foreign currency forward contracts as a hedge for certain existing   
or anticipated business transactions denominated in various foreign             
currencies.  The maximum notional amount of foreign currency forward contracts  
outstanding at any one time during fiscal 1996 amounted to approximately $23.9  
million and the approximate notional amount of such contracts outstanding was   
$7.8 million at February 29, 1996.                                              

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Results of Operations                                                           

During fiscal 1996, the Company reorganized what had been identified as its     
primary business segment, Power and Fluid Transfer, into separately managed     
and market-focused businesses.  As a result, in connection with the             
preparation of its fiscal 1996 consolidated financial statements, the Company   
determined to reclassify the operations of that segment and its former          
Professional Audio segment into the following two business segments:            

(i)   Automotive, which includes the design, manufacture and      
      distribution of fuel, power transmission, and fluid handling
        systems and components, and filters and filtration systems for
  the global automotive aftermarket and Original Equipment
Manufacturers ("OEM") market.                         

(ii)  Industrial, which includes the design, manufacture and      
 distribution of power transmission, fluid handling, and
  filtration components and systems for industrial OEM and
    industrial distribution markets worldwide.  The Industrial
         segment also includes the Company's Transportation Products and
Professional Audio business units.                    

The results of operations of Purolator have been included in the Company's      
results of operations for fiscal 1995 from its November 1994 acquisition date.  

In reviewing the Company's sales performance, the following results by segment  
should be considered for each of the fiscal years presented (dollars in         
thousands):                                                                     

          1996                  1995              1994
           ----------------     ----------------    --------------

% Increase            % Increase
Over Prior            Over Prior
     Amount     Year      Amount      Year        Amount

Net Sales                                                                       
to Customers:                                                                 

Automotive  $1,004,300   39.7%   $  718,900    35.0%     $  532,600       

Industrial  $1,084,200   22.6%   $  884,400    24.3%     $  711,600       

Total    $2,088,500   30.3%   $1,603,300    28.9%     $1,244,200    

The most significant reason for the increase in net sales in fiscal 1996 is     
the fact that the results of operations of Purolator were included for all of   
fiscal 1996, and for only four months following Purolator's November 1994       
acquisition date in fiscal 1995.  On a pro forma basis, including Purolator     
for all of fiscal 1995, net sales increased by $175 million (9.2%) in fiscal    
1996 on a consolidated basis, and by $57.1 million (6.0%) for the Automotive    
business segment.                                                               

The $199.8 million increase in net sales for the Industrial segment for fiscal  
1996 was generated primarily by the segment's domestic power transmission and   
fluid handling business product lines.  The Automotive segments increase in     
net sales, excluding the effects of Purolator, was primarily the result of      
increased OEM sales in Europe, offset somewhat by reduced sales in the          
segment's domestic after-market product lines.                                  

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The increase in net sales in fiscal 1995 was also primarily the result of the   
Purolator acquisition.  Excluding the results of Purolator, sales increased     
approximately $200 million (21.1%) over fiscal 1994, with $105 million of the   
increase coming from domestic sales, and the balance being generated primarily  
in Europe.                                                                      

Cost of products sold as a percentage of consolidated net sales were 67.7%,     
66.1%, and 64.6% in fiscal 1996, 1995 and 1994, respectively.  The increase in  
the percentage of costs in fiscal 1996 is primarily the result of the           
Purolator acquisition, due to its historically lower gross margin.  On a pro    
forma basis including Purolator for the entire fiscal year, such costs were     
67.2% for fiscal 1995.  This level of costs also reflects the positive effects  
of the Company's cost control programs, which have helped to substantially      
offset the negative pressures on the margins experienced by both of the         
Company's business segments.                                                    

Selling and administration costs as a percentage of consolidated net sales      
were 16.6%, 18.3% and 19.0% in fiscal 1996, 1995 and 1994, respectively. The    
reductions in fiscal 1996 and 1995 are primarily the result of the Purolator    
acquisition, which had a lower level of such costs.  On a pro forma basis,      
including Purolator for the entire fiscal year, such costs were 17.7% for       
fiscal 1995.  The reductions also reflect operating efficiencies achieved in    
fiscal 1996 from the integration of the Purolator business and the              
reorganization of the Company's business segments.  The lower level of costs    
also indicates that the Company's continued emphasis on cost control and cycle  
time reduction has been successful in offsetting the impact of inflation on     
such costs.                                                                     

Research and development costs increased by $13.6 million (39.1%) in fiscal     
1996 over fiscal 1995, which in turn increased by $3.9 million (12.6%) over     
fiscal 1994.  The increases in fiscal 1996 and 1995 are primarily due to the    
Purolator acquisition.  As a percentage of consolidated net sales, such costs   
were in the range of 2.2% to 2.5% in each of fiscal 1996, 1995 and 1994.  This  
consistent level of investment reflects the Company's continuing emphasis on    
new product development.                                                        

Depreciation and amortization expense increased by $15.3 million (29.7%) in     
fiscal 1996 over fiscal 1995, which in turn increased by $9.8 million (23.5%)   
over fiscal 1994.  The increases in fiscal 1996 and 1995 are primarily          
attributable to the Purolator acquisition, and the increased level of capital   
equipment expenditures.                                                         

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The above mentioned items resulted in the following operating income for each   
of the fiscal years presented (dollars in thousands):                           

                    1996                1995              1994
                             % of                % of               % of
                             Related            Related            Related
                   Amount    Sales     Amount   Sales     Amount   Sales

OPERATING INCOME                                                                

Automotive            $110,600    11.0%   $ 79,300   11.0%   $  66,300  12.5%   
Industrial             119,400    11.0%    100,900   11.4%      80,400  11.3%   
Total operating                                                                 
income before                                                                 
corporate expenses    230,000    11.0%    180,200   11.2%    146,700   11.8%  

Corporate expenses     (17,400)   ( .8)%   (15,900)  (1.0)%   (14,900)  (1.2)%  

Operating Income (a)  $212,600    10.2%   $164,300   10.2%   $131,800   10.6%   

(a)    Including Purolator's results of operations on a pro-forma basis for     
all of fiscal 1995 and 1994, operating income as a percentage of  
     consolidated net sales would have been 10.2%, 10.0% and 9.7% for fiscal
1996, 1995 and 1994, respectively.   The increase is primarily    
 attributable to the Company's emphasis on cost control as discussed
above.                                                            

In spite of the increased interest costs resulting from borrowings to fund the  
Purolator acquisition, interest expense increased only $7.3 million (13.5%) in  
fiscal 1996 in comparison to fiscal 1995.  The relatively slight increase in    
fiscal 1996's expense was achieved as a result of the financing transactions    
referred to previously under Liquidity and Capital Resources, as well as lower  
interest rates resulting from the Company's improved debt to total              
capitalization position.  Fiscal 1995's interest expense increased $3.8         
million (7.6%) over fiscal 1994's interest expense.  This slight increase was   
achieved for the same reasons notwithstanding the higher interest rates         
prevailing during fiscal 1995.                                                  

The Company's provision for income taxes as a percentage of income before       
provision for taxes was 39.0%, 38.5% and 37.5% in fiscal 1996, 1995 and 1994,   
respectively.  The higher rates in fiscal 1996 and 1995 were primarily the      
result of increased income in foreign jurisdictions with higher statutory tax   
rates than in the U.S.                                                          

As a result of all of the above, the Company's income before extraordinary      
items in fiscal 1996 increased $24.5 million (36.1%) over fiscal 1995.  In      
turn, fiscal 1995's income before extraordinary items increased $16.8 million   
(32.9%) over fiscal 1994 (before the effect of an accounting change in 1994).   

As a result of replacing prior credit facilities and the issuance of the        
Company's 8-3/4% Notes, the Company incurred extraordinary losses, net of       
related tax benefits, of $1.1 million and $21.7 million in fiscal 1995 and      
1994, respectively.  Additionally, the Company's adoption of SFAS No. 106 in    
fiscal 1994 resulted in the recognition of a net of tax charge of $26 million   
as the cumulative effect of the accounting change in fiscal 1994.               

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Impact of Inflation                                                             

Although the Company has experienced delays in its ability to pass on certain   
inflation related cost increases, the Company does not expect that such delays  
or the overall impact of inflation will have a material impact on the           
Company's operations.                                                           

Recently Issued Accounting Standards                                            

In March 1995, the Financial Accounting Standards Board ("FASB") issued         
Statement No. 121--Accounting for the Impairment of Long-Lived Assets and for   
Long-Lived Assets to be Disposed of ("SFAS No. 121").  SFAS No. 121 requires    
that long-lived assets and certain identifiable intangibles and goodwill        
related to those assets be reviewed for impairment whenever events or changes   
in circumstances indicate that the carrying amount of an asset may not be       
recoverable.  SFAS No. 121 is effective for the Company's fiscal year ending    
February 28, 1997, and management is in the process of assessing its impact on  
its financial statements.  While it is anticipated that SFAS No. 121 will       
require a non-cash charge to reduce the carrying value of certain of the        
Company's fixed assets and goodwill values, the Company has not completed its   
estimate at the present time.                                                   

In October 1995, the FASB also issued Statement No. 123 - Accounting for        
Stock-Based Compensation ("SFAS No. 123"), which is also effective for the      
Company's fiscal year ending February 28, 1997.  SFAS No. 123 encourages, but   
does not require, recognition of compensation expense based on the fair value   
of equity instruments (such as stock options) granted to employees.  The        
Company does not plan to record compensation for its stock option grants to     
employees; therefore, the adoption of SFAS No. 123 will have no impact on its   
financial position or results of operations.  The Company will provide pro      
forma disclosures of the effects of applying the fair value method in the       
Notes to the Company's future financial statements.                             

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ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                            

Index to Financial Statements 
                                                                        Page
Report of Independent Accountants for                                           
each of the three fiscal years in the                                     
period ended February 29, 1996                                         21 

Financial Statements:                                                           

Consolidated Balance Sheets at February 29, 1996 and February 28, 1995   22   

Consolidated Statements of Income for each of                                 
the three fiscal years in the period ended                                  
February 29, 1996                                                       23  

Consolidated Statements of Stockholders' Equity for                           
each of the three fiscal years in the period                                
ended February 29, 1996                                                 24  

Consolidated Statements of Cash Flows                                         
for each of the three fiscal years in                                       
the period ended February 29, 1996                                      25  

Notes to Consolidated Financial Statements                               26   

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 REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders                                      
of Mark IV Industries, Inc.                                                   

We have audited the accompanying consolidated balance sheets of Mark IV         
Industries, Inc. and Subsidiaries as of February 29, 1996 and February 28,      
1995, and the related consolidated statements of income, stockholders' equity   
and cash flows for each of the three years in the period ended February 29,     
1996.  These financial statements are the responsibility of the Company's       
management.  Our responsibility is to express an opinion on these financial     
statements based on our audits.                                                 

We conducted our audits in accordance with generally accepted auditing          
standards.  Those standards require that we plan and perform the audit to       
obtain reasonable assurance about whether the financial statements are free of  
material misstatement.  An audit includes examining, on a test basis, evidence  
supporting the amounts and disclosures in the financial statements.  An audit   
also includes assessing the accounting principles used and significant          
estimates made by management, as well as evaluating the overall financial       
statement presentation.  We believe that our audits provide a reasonable basis  
for our opinion.                                                                

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the consolidated financial position of Mark IV           
Industries, Inc. and Subsidiaries as of February 29, 1996 and February 28,      
1995, and the consolidated results of their operations and their cash flows     
for each of the three years in the period ended February 29, 1996, in           
conformity with generally accepted accounting principles.                       

As discussed in Note 11 to the consolidated financial statements, the Company   
changed its method of accounting for postretirement benefits other than         
pensions.                                                                       

                                    COOPERS & LYBRAND L.L.P.

Rochester, New York                                                             
March 29, 1996                                                                  

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MARK IV INDUSTRIES, INC.
 CONSOLIDATED BALANCE SHEETS
Last Day of February 1996 and 1995
(Dollars in Thousands)

ASSETS                                           1996           1995

Current Assets:                                                                 
Cash                                              $      900     $      800 
Accounts receivable                                  399,600        383,700 
Inventories                                          405,000        361,900 
Other current assets                                  68,300         58,600 
   Total current assets                             873,800        805,000

Pension and other non-current assets                   216,500        197,100   
Property, plant and equipment, net                     553,700        487,900   
Cost in excess of net assets acquired                  369,100        356,400   

   TOTAL ASSETS                                  $2,013,100     $1,846,400

LIABILITIES & STOCKHOLDERS' EQUITY                                        

Current Liabilities:                                                            
Notes payable and current maturities of debt      $   95,100     $   67,300 
Accounts payable                                     191,300        174,000 
Compensation related liabilities                      71,300         70,400 
Accrued interest                                      12,700         13,800 
Other current liabilities                             98,500         99,800 
   Total current liabilities                        468,900        425,300

Long-Term Debt:                                                                 
Senior debt                                          136,100        352,700 
Subordinated debt                                    506,400        258,000 
   Total long-term debt                             642,500        610,700
Other non-current liabilities                          176,200        174,900   
Stockholders' Equity:                                                           
Common stock - $.01 par value;                                              
Authorized 100,000,000 shares;                                            
Issued 63,000,000 shares in 1996 and                                      
62,900,000 shares in 1995                               600            600
Additional paid-in capital                           617,600        550,200 
Retained earnings                                    109,700         90,800 
Foreign currency translation adjustment               (2,400)        (6,100)

  Total stockholders' equity                        725,500        635,500

TOTAL LIABILITIES                                                     
   & STOCKHOLDERS' EQUITY                        $2,013,100     $1,846,400

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

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                                                        [Enlarge/Download Table]

                                MARK IV INDUSTRIES, INC.                             
                           CONSOLIDATED STATEMENTS OF INCOME                         
                YEARS ENDED THE LAST DAY OF FEBRUARY 1996, 1995 and 1994             
                      (Amounts in Thousands, Except Per Share Data)                  

                                                     1996        1995        1994    

                                                                                     

Net sales                                         $2,088,500  $1,603,300  $1,244,200 
Operating costs:                                                                     
  Cost of products sold                            1,413,500   1,060,000     803,500 
  Selling and administration                         347,200     292,700     236,300 
  Research and development                            48,400      34,800      30,900 
  Depreciation and amortization                       66,800      51,500      41,700 
    Total operating costs                          1,875,900   1,439,000   1,112,400 
  Operating income                                   212,600     164,300     131,800 
Interest expense                                      61,200      53,900      50,100 
  Income before provision for taxes                  151,400     110,400      81,700 
Provision for taxes                                   59,000      42,500      30,600 
  Income before extraordinary items                                                  
   and accounting change                              92,400      67,900      51,100 
Extraordinary loss from early                                                        
 extinguishment of debt, net of tax                                                  
 benefit of $700 and $12,300                            -         (1,100)    (21,700)
Cumulative effect of a change in                                                     
 accounting principle                                   -            -       (26,000)
  NET INCOME                                      $   92,400  $   66,800  $    3,400 
Net income per share of common stock:                                                
  Primary:                                                                           
   Income before extraordinary items              $     1.46  $     1.33  $     1.09 
   Extraordinary loss                                   -           (.02)       (.46)
   Cumulative effect of accounting change               -            -          (.56)
     NET INCOME                                   $     1.46  $     1.31  $      .07 
  Fully-diluted:                                                                     
   Income before extraordinary items              $     1.46  $     1.23  $      .99 
   Extraordinary loss                                   -           (.02)       (.39)
   Cumulative effect of accounting change               -            -          (.46)
     NET INCOME                                   $     1.46  $     1.21  $      .14 
Weighted average shares outstanding:                                                 
  Primary                                             63,000      51,000      46,800 
  Fully-diluted                                       63,400      57,800      55,900 

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

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                                MARK IV INDUSTRIES, INC.                          
                     CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY              
                YEARS ENDED THE LAST DAY OF FEBRUARY 1996, 1995 AND 1994          
                      (Dollars in Thousands, Except Per Share Data)               

                                                                         Foreign  
                                                Additional               Currency 
                                     Common      Paid-in    Retained   Translation
                                     Stock       Capital    Earnings    Adjustment

                                                                                  

Balance at February 28, 1993        $   400     $219,300   $ 128,300     $ (2,400)

  Net income for fiscal 1994                                   3,400              
  Cash dividends of $.088 per share                           (4,200)             
  Stock dividend of 5%                            38,900     (38,900)             
  Conversion of 6-1/4% Debentures                    100                          
  Restricted stock grants, net                       800                          
  Stock options activity,                                                         
   including related tax benefits                  2,400                          
  Translation adjustment                                                   (2,700)

Balance at February 28, 1994            400      261,500      88,600       (5,100)

  Net income for fiscal 1995                                  66,800              
  Cash dividends of $.102 per share                           (5,600)             
  Stock dividend of 5%                            59,000     (59,000)             
  Sale of Common Stock at                                                         
   $17.23 per share,net of expenses     100      114,400                          
  Conversion of 6-1/4% Debentures,                                                
   net of expenses                      100      111,100                          
  Restricted stock grants, net                     1,600                          
  Stock options activity,                                                         
   including related tax benefits                  2,600                          
  Translation adjustment                                                   (1,000)

Balance at February 28, 1995            600      550,200      90,800       (6,100)

  Net income for fiscal 1996                                  92,400              
  Cash dividends of $.119 per share                           (7,500)             
  Stock dividend of 5%                            66,000     (66,000)             
  Restricted stock amortization                    1,300                          
  Stock options activity,                                                         
   including related tax benefits                    100                          
  Translation adjustment                                                    3,700 

Balance at February 29, 1996         $  600     $617,600    $109,700     $ (2,400)

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

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                                MARK IV INDUSTRIES, INC.                         
                          CONSOLIDATED STATEMENTS OF CASH FLOWS                  
                YEARS ENDED THE LAST DAY OF FEBRUARY 1996, 1995 AND 1994         
                                 (Dollars in Thousands)                          

                                                 1996        1995         1994   

                                                                                 

Cash flows from operating activities:                                            
  Income before extraordinary items          $ 92,400      $ 67,900     $ 51,100 
  Items not affecting cash:                                                      
   Depreciation and amortization               66,800        51,500       41,700 
   Deferred income taxes                       28,700        18,200       10,800 
   Pension income, net of other items          (4,900)      (11,100)     (12,400)
      Net cash provided by earnings           183,000       126,500       91,200 
   Changes in assets and liabilities, net                                        
     of effects of acquired businesses:                                          
      Accounts receivable                      (1,700)      (20,900)     (27,200)
      Inventories                             (38,400)      (23,100)      (7,700)
      Other assets                            (25,500)       (3,000)      (5,700)
      Accounts payable                          8,500        33,700       (2,600)
      Other liabilities                       (36,200)      (16,100)      (7,300)
        Net cash provided by operations        89,700        97,100       40,700 
  Extraordinary items, before                                                    
   deferred charges                              -             -         (30,100)
        Net cash provided                                                        
         by operating activities               89,700        97,100       10,600 
Cash flows from investing activities:                                            
  Acquisitions                                (28,200)     (300,900)     (65,000)
  Divestitures and asset sales                  1,600        12,100       35,000 
  Purchase of plant and equipment, net        (92,100)      (49,600)     (38,000)
     Net cash used in investing activities   (118,700)     (338,400)     (68,000)
Cash flows from financing activities:                                            
  Credit agreement borrowings, net           (242,700)      111,200       18,400 
  Purchases of subordinated debt                 -             -        (190,200)
  Issuance of subordinated debt               248,400          -         258,000 
  Other changes in long-term debt, net          3,400           900      (18,900)
  Changes in short-term bank borrowings        27,500        19,500       (8,300)
  Common stock transactions                       100       114,800          800 
  Cash dividends paid                          (7,500)       (5,100)      (4,100)
      Net cash provided by                                                       
       financing activities                    29,200       241,300       55,700 
Effect of exchange rate fluctuations             (100)          300         (500)
      Net increase (decrease) in cash             100           300       (2,200)
Cash and cash equivalents:                                                       
  Beginning of the year                           800           500        2,700 
  End of the year                             $   900       $   800     $    500 

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

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MARK IV INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  The Company and its Significant Accounting Policies                         

The Company                                                                     

The Company is a diversified manufacturer of proprietary and other products,    
with operations primarily in industrial and automotive power and fluid          
transfer businesses.                                                            

Principles of Consolidation                                                     

The consolidated financial statements include the accounts of the Company and   
all of its subsidiaries.  All significant intercompany transactions have been   
eliminated.  The 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.                                                                      

Inventories                                                                     

Inventories are stated at the lower of cost or market, with cost determined     
primarily on the last-in, first-out (LIFO) method.                              

Property, Plant and Equipment                                                   

The Company provides for depreciation of plant and equipment primarily on the   
straight-line method over its useful life.  The cost of property, plant and     
equipment retired or otherwise disposed of, and the accumulated depreciation    
thereon, are eliminated from the asset and related accumulated depreciation     
accounts, and any resulting gain or loss is reflected in income.                

Cost in Excess of Net Assets Acquired                                           

Cost in excess of net assets acquired ("goodwill") is amortized on the          
straight-line method over 40 years.  The Company continually evaluates the      
existence of goodwill impairment on the basis of whether the goodwill is fully  
recoverable from projected, undiscounted net cash flows of the related          
business unit.                                                                  

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MARK IV INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Foreign Currency                                                                

The assets and liabilities of the Company's foreign subsidiaries are            
translated at year-end exchange rates, and resulting gains and losses are       
accumulated in a separate component of stockholders' equity.  Foreign currency  
transactions are included in income as realized.  The Company enters into       
foreign currency forward contracts as a hedge for certain existing or           
anticipated business transactions denominated in foreign currencies.  Gains or  
losses on contracts related to existing business transactions are deferred and  
recognized as the related transaction is completed, while those related to      
anticipated transactions are recognized as of the balance sheet date.  The      
Company does not hold or issue derivatives for trading purposes and is not a    
party to leveraged derivatives transactions.                                    

Net Income Per Share of Common Stock                                            

Primary net income per share is calculated on the basis of the weighted         
average number of shares outstanding, adjusted for subsequent stock             
distributions.  Common stock equivalents which would arise from the exercise    
of stock options, using the treasury stock method, were not significant and     
have not been included in the calculation.                                      

Fully-diluted net income per share, in addition to the weighted average         
determined above, includes common stock equivalents which would arise from the  
exercise of stock options using the treasury stock method, and assumes the      
conversion of the Company's 6-1/4% Debentures for the periods outstanding.      

Consolidated Statements of Cash Flows                                           

For purposes of cash flows, the Company considers overnight investments as      
cash equivalents.  The Company paid interest of approximately $64,000,000;      
$56,000,000; and $52,900,000 in fiscal 1996, 1995 and 1994, respectively. The   
Company paid income taxes of approximately $26,600,000; $21,900,000 and         
$13,700,000 in fiscal 1996, 1995 and 1994, respectively.                        

New Accounting Pronouncement                                                    

In March 1995, the Financial Accounting Standards Board ("FASB") issued         
Statement No. 121--Accounting for the Impairment of Long-Lived Assets and for   
Long-Lived Assets to be Disposed of ("SFAS No. 121").  SFAS No. 121 requires    
that long-lived assets and certain identifiable intangibles and goodwill        
related to those assets be reviewed for impairment whenever events or changes   
in circumstances indicate that the carrying amount of an asset may not be       
recoverable.  SFAS No. 121 is effective for the Company's fiscal year ending    
February 28, 1997, and management is in the process of assessing its impact     
on its financial statements.  While it is anticipated that SFAS No. 121 will    
require a non-cash charge to reduce the carrying value of certain of the        
Company's fixed assets and goodwill values, the Company has not completed its   
estimate at the present time.                                                   

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MARK IV INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. Acquisitions and Divestitures                                                

In November 1994, the Company acquired substantially all of the stock of        
Purolator Products Company ("Purolator") for a total cash purchase price,       
including expenses, of approximately $286,300,000.  Funding for the             
acquisition was provided by borrowings under the Company's credit agreement.    
Purolator is a manufacturer of a broad range of filtration products used        
principally in the automotive aftermarket, and specialized industrial           
applications.                                                                   

The acquisition has been accounted for under the purchase method, and           
Purolator's results of operations have been consolidated with the Company's     
results of operations as of the acquisition date.  During fiscal 1996, the      
Company made a final determination and allocation of the purchase price as of   
the acquisition date, consisting of the following (dollars in thousands):       

Accounts receivable                         $ 83,300        
Inventories                                   71,000        
Other current assets                          10,000        
Accounts payable and                                        
other current liabilities                  (104,200)      
                                    --------
Net working capital acquired                60,100      
Fixed assets                                  99,900        
Cost in excess of net assets acquired        158,200        
Long-term bank indebtedness                  (38,600)       
Other non-current items, net                   6,700        
                                    --------
Total purchase price,                                   
including expenses                       $286,300     
                                    ========

The final changes to the preliminary purchase price determination and           
allocation did not have a significant effect on the Company's results of        
operations as previously reported.                                              

During fiscal 1994, the Company decided to sell certain of its non-core         
business units, and accounted for them as discontinued operations.  The sale    
of certain of these operations generated proceeds of $12,100,000 and            
$35,000,000 in fiscal 1995 and 1994, respectively.  At February 28, 1995, the   
Company's net assets of its remaining discontinued operations amounted to       
approximately $19,500,000. The Company did not sell such operations in fiscal   
1996, and determined it appropriate to reclassify them as continuing.           

3.  Accounts Receivable                                                         

Accounts receivable are reflected net of allowances for doubtful accounts of    
$16,700,000 and $18,600,000 at February 29, 1996 and February 28, 1995,         
respectively.                                                                   

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MARK IV INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4.  Inventories                                                                 

Inventories consist of the following at February 29, 1996 and February 28,      
1995 (dollars in thousands):                                                    

                                                1996          1995

Raw materials                                    $ 112,900      $103,500  
Work-in-process                                     57,500        60,200  
Finished goods                                     234,600       198,200  
       Total                                    $405,000      $361,900

As a result of the fair value determination of inventories required by the      
purchase method of accounting for acquired companies as of their acquisition    
date, LIFO costs exceed FIFO costs by approximately $40,000,000 and             
$39,300,000 at February 29, 1996 and February 28, 1995, respectively.           

5.  Property, Plant and Equipment                                               

Property, plant and equipment are stated at cost and consist of the following   
at February 29, 1996 and February 28, 1995 (dollars in thousands):              
                                               1996         1995

Land and land improvements                        $ 43,400     $ 41,500   
Buildings                                          155,300      145,300   
Machinery and equipment                            547,700      451,600   
Total property, plant and equipment              746,400      638,400 
Less accumulated depreciation                      192,700      150,500   
Property, plant and equipment, net              $553,700     $487,900 

Depreciation expense was approximately $53,300,000; $40,900,000; and            
$33,200,000 in fiscal 1996, 1995 and 1994, respectively.                        

6.  Cost in Excess of Net Assets Acquired                                       

Cost in excess of net assets acquired is presented net of accumulated           
amortization of approximately $39,300,000 and $29,700,000 at February 29, 1996  
and February 28, 1995, respectively.  Amortization expense was approximately    
$9,600,000, $7,000,000 and $5,700,000 in fiscal 1996, 1995 and 1994,            
respectively.                                                                   

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MARK IV INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.  Long-Term Debt                                                              

Long-term debt consists of the following at February 29, 1996 and February 28,  
1995 (dollars in thousands):                                                    

                                               1996           1995
Senior debt:                                                              
Credit agreement                              $   97,300      $   -   
Prior credit agreements                             -          338,300
Other items                                       46,700        23,000
  Total senior debt                              144,000       361,300
 Less current maturities                           (7,900)       (8,600)
  Net senior debt                                136,100       352,700
Subordinated debt:                                                        
7-3/4% Senior Subordinated Notes                 248,400          -   
    8-3/4% Senior Subordinated Notes             258,000       258,000
  Total subordinated debt                        506,400       258,000
  Total long-term debt                           642,500       610,700
Stockholders' equity                               725,500       635,500  
  Total capitalization                        $1,368,000    $1,246,200
Long-term debt as a percentage                                    
   of total capitalization                         47.0%         49.0%

On March 8, 1996, the Company entered into an Amended and Restated Credit and   
Guarantee Agreement (the "Credit Agreement") with various financial             
institutions.  The Credit Agreement provides for a five year non-amortizing     
revolving credit facility with borrowing availability of $400,000,000 under a   
domestic facility (the "Domestic Credit Facility") and $100,000,000 under a     
multi-currency facility (the "Multi-Currency Credit Facility").  The Multi-     
Currency Credit Facility permits borrowings to be made in dollars as well as    
specified foreign currencies.  The proceeds of the initial borrowings under     
the Credit Agreement were used to repay all amounts outstanding under the       
Company's previously existing credit agreements.  Borrowings outstanding under  
the previous credit agreements as of February 29, 1996 are assumed to have      
been replaced as of the balance sheet date with borrowings under the Credit     
Agreement, as well as the proceeds from the sale of the 7-3/4% Notes, as        
discussed below.                                                                

Borrowings under the Domestic Credit Facility bear interest at an annual rate   
equal to, at the Company's option, either (i) the greater of (a) the reference  
rate of the agent acting on behalf of the various banks or (b) the Federal      
Funds Rate plus 0.50% or (ii) LIBOR plus a margin (the "Applicable Margin")     
ranging from 0.225% to 0.35% depending upon the Company's consolidated          
leverage ratio, as determined on a quarterly basis.  Borrowings under the       
Multi-Currency Credit Facility bear interest at the LIBOR rate for the          
currency of each loan plus the Applicable Margin.  The Company is also          
required to pay a commitment fee at an annual rate ranging from 0.125% to       
0.20% of the total borrowing availability under the Credit Agreement (the       
"Facility Fee Rate"), determined on the basis of the same consolidated          
leverage ratio.  Based upon the Company's consolidated leverage ratio as of     
February 29, 1996, the Applicable Margin and Facility Fee Rate are 0.225% and   
0.15% respectively. The Credit Agreement contains customary covenants,          
including those requiring the maintenance of specified consolidated interest    
coverage and leverage ratios and amounts of consolidated net worth.             
Borrowings under the Credit Agreement are guaranteed by the Company's           
significant domestic subsidiaries and are collateralized by a pledge of the     
capital stock of each of such subsidiaries.                                     

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MARK IV INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On March 11, 1996, the Company completed the private placement of $250,000,000  
principal amount of its 7-3/4% Senior Subordinated Notes due 2006 (the "7-3/4%  
Notes") at a purchase price of 99.36% of their face amount.  The net proceeds   
from the sale of the 7-3/4% Notes were used to reduce outstanding indebtedness  
under the Credit Agreement.  The 7-3/4% Notes are general unsecured             
obligations of the Company and are subordinated in right of payment to all      
existing and future senior indebtedness, and rank the same in right of payment  
as the Company's 8-3/4% Notes.  The related Indenture limits the payment of     
dividends and the repurchase of the Company's Common Stock, and includes        
certain other restrictions and limitations customary with subordinated          
indebtedness of this type.  The Company has agreed to make an offer to          
exchange the 7-3/4% Notes (the "Exchange Offer") for a new issue of debt        
securities registered under the Securities Act of 1933 (as amended), with       
substantially identical terms.  The Company is in the process of registering    
the Exchange Offer.                                                             

In fiscal 1994, the Company completed a public offering of $258,000,000         
principal amount of its 8-3/4% Senior Subordinated Notes due April 2003 (the    
"8-3/4% Notes").  The 8-3/4% Notes are not redeemable until April 1998, when    
they are redeemable at 104.375% of principal amount, and thereafter at an       
annually declining premium over par until April 2001 when they are redeemable   
at par.  In fiscal 1994, the Company also recognized an extraordinary loss,     
net of tax, of approximately $21,700,000 as a result of the extinguishment of   
$190,000,000 of its 13-3/8% Subordinated Debentures.                            

At February 29, 1996, the Company had interest rate swap agreements in an       
aggregate notional amount of approximately $133,000,000.  Such agreements       
effectively convert the variable rates of interest payable by the Company on    
such amount of its indebtedness to fixed annual rates of interest.  As a        
result of such agreements, the Company is currently paying an effective fixed   
annual rate of interest of approximately 5.70% on $100,000,000 of               
indebtedness, and 12% on $33,000,000 of indebtedness denominated in Italian     
Lira.  The agreements are scheduled to expire at various dates through 2000.    

Based on market quotes and interest rates currently available to the Company    
for debt with similar terms and remaining maturities, the aggregate fair value  
of total long-term debt at February 29, 1996 and February 28, 1995 was          
approximately $652,200,000 and $601,700,000, respectively.                      

After giving consideration to the Company's new Credit Agreement in March       
1996, annual maturities of long-term debt for the next five fiscal years are    
approximately: 1997-$7,900,000; 1998-$3,000,000; 1999-$2,700,000; 2000-         
$2,200,000; and 2001-$99,400,000.                                               

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MARK IV INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.  Leases                                                                      

The Company has operating leases which expire at various dates through 2010     
with, in some instances, cost escalation and renewal privileges.  Total rental  
expense under operating leases was approximately $19,100,000; $18,300,000; and  
$15,900,000 in fiscal 1996, 1995 and 1994, respectively.  Minimum rental        
payments under operating leases are approximately:  1997-$18,800,000;           
1998-$16,500,000; 1999-$14,500,000; 2000-$10,400,000; 2001-$8,400,000; 2002     
and thereafter $24,500,000.                                                     

9.  Income Taxes                                                                

Income before provision for taxes and the related provision for taxes for       
fiscal 1996, 1995 and 1994 consists of the following (dollars in thousands):    

                                1996       1995       1994

Income before provision for taxes:                                              
United States                         $ 95,100    $ 69,500    $45,800     
Foreign                                 56,300      40,900     35,900     
Total                             $151,400    $110,400    $81,700 

Provision for taxes:                                                            
Currently payable:                                                          
United States                         $ 15,300    $ 12,500    $14,500     
Foreign                                 15,000      11,800      5,300     
Total currently payable             30,300      24,300     19,800 
Deferred:                                                                   
United States                           16,500       7,600      3,600     
Foreign                                 12,200      10,600      7,200     
Total deferred                      28,700      18,200     10,800 
Total provision for taxes         $ 59,000    $ 42,500    $30,600 

The provision for taxes for fiscal 1996, 1995, and 1994 differs from the        
amount computed using the United States statutory income tax rate as follows    
(dollars in thousands):                                                         

                                1996       1995       1994

Expected tax at United States                                                   
statutory income tax rate               $53,000    $ 38,600    $28,600        
Permanent differences                      1,600       2,100      1,200         
State and local income taxes               2,600       1,900      1,200         
Tax credits, net                            (250)       (700)      (500)        
Foreign tax rate differences               2,050         600        100         
Total provision for taxes            $59,000    $ 42,500    $30,600     

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MARK IV INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The tax effects of temporary differences which give rise to a significant       
portion of deferred tax assets (liabilities) consist of the following at        
February 29, 1996 and February 28, 1995 (dollars in thousands):                 

                                           1996         1995

Current:                                                                        
Accounts receivable                             $  6,500     $  7,300     
Inventories                                       (5,100)      (5,000)    
Compensation related                               7,800        8,000     
Tax credit carryforwards                           4,000        2,000     
Other items                                       (8,000)        (600)    
Net current asset                             $  5,200     $ 11,700   
Non-current:                                                                    
Fixed and intangible assets                     $(41,000)    $(52,100)    
Tax credits                                       17,000       21,000     
Capital loss carryforwards                          -          11,000     
All other items                                   (9,100)      23,300     
Total non-current asset (liability)            (33,100)       3,200   
Valuation allowance                                 -         (14,100)    
Net non-current liability                     $(33,100)    $(10,900)  

The non-current valuation allowance in fiscal 1995 related primarily to         
capital loss carryforwards which were available to use substantially through    
fiscal 1996.                                                                    

Based on the Company's history of prior operating earnings and its              
expectations for the future, management of the Company has determined that it   
is more likely than not that operating income will be sufficient to utilize     
the tax credits in their carryforward periods, which run substantially through  
fiscal 2007.  The undistributed earnings of the Company's foreign subsidiaries  
have been reinvested in each country, and are not expected to be remitted back  
to the parent Company.                                                          

10.  Pension and Profit Sharing Plans                                           

The Company has defined benefit pension plans covering both union and           
non-union employees.  Under the union plans, employee benefits are computed     
based on a dollar amount multiplied by the number of years of service.          
Benefits under the non-union plans are computed in a similar manner for         
certain plans, and based on the employees' earnings in other plans.             

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MARK IV INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The funded status of the Company's defined benefit plans consists of the        
following at February 29, 1996 and February 28, 1995 (dollars in thousands):    

                                              1996        1995

Actuarial present value of benefit obligations:                                 
Vested                                          $(283,500)   $(259,400)   
Accumulated                                     $(289,600)   $(264,500)   
Projected                                       $(303,100)   $(273,700)   
Plan assets at fair value                            366,400      335,400       
Plan assets in excess of projected                                              
benefit obligations                                  63,300       61,700      
Unrecognized net loss and                                                       
differences in assumptions                           48,800       49,100      
Unrecognized prior service costs                       7,500        2,700       
Prepaid pension cost recognized in the                                          
consolidated balance sheets                       $ 119,600    $ 113,500      

The plans' assets consist of corporate and government bonds, listed common      
stocks, guaranteed investment contracts, and real estate investments.           
Included in the plans' assets are $37,700,000 of the Company's securities at    
February 29, 1996.                                                              

Net pension income for the defined benefit pension plans in fiscal 1996, 1995,  
and 1994 includes the following components (dollars in thousands):              

                           1996           1995          1994
Service cost-benefits                                                           
earned during the period          $ (3,700)      $ (3,600)     $ (2,900)      
Interest cost on projected                                                      
benefit obligation                 (22,400)       (19,500)      (18,200)      
Actual return on assets              68,600          4,300        32,100        
Net amortization and deferral       (36,000)        31,300         2,500        
Net pension income              $  6,500       $ 12,500      $ 13,500     

The assumptions utilized to measure net pension income and the projected        
benefit obligations are as follows:                                             

                                  1996        1995        1994

Discount rate                              7.50%       8.75%       7.75%        
Expected long-term rate of return         11.50%      11.50%      12.00%        
Average increase in compensation           4.00%       4.00%       5.00%        

The Company also has defined contribution pension plans for a significant       
number of its employees.  The Company's contributions to these plans are based  
on various percentages of compensation, and in some instances are based upon    
the amount of the employees' contributions to the plans.  The annual cost of    
these plans, the substantial part of which is funded currently, amounted to     
approximately $10,600,000; $8,100,000; and $6,700,000 in fiscal 1996, 1995 and  
1994, respectively.                                                             

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MARK IV INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.   Post-retirement Benefits                                                  

The Company currently provides health and life insurance benefits to a number   
of existing retirees from certain of its operations under the provisions of a   
number of different plans.  Contributions currently required to be paid by the  
retirees towards the cost of such plans range from zero to 100%.  The Company   
also has a number of active employees who might receive such benefits upon      
their retirement.  The Company recognized a $40,000,000 liability for the cost  
of these plans, referred to as the accumulated post-retirement benefit          
obligation (APBO), entirely in fiscal 1994 in accordance with Statement of      
Financial Accounting Standards No. 106.  The resulting net of tax charge of     
$26,000,000 ($.46 per fully diluted share) was included as the cumulative       
effect of a change in accounting principle in the consolidated statement of     
income for fiscal 1994.                                                         

The following table sets forth the amount included with other non-current       
liabilities in the consolidated balance sheets at February 29, 1996 and         
February 28, 1995 (dollars in thousands):                                       
                                                1996          1995
Accumulated post-retirement benefit obligation:                                 
Retirees and beneficiaries receiving benefits      $68,300       $56,200    
Active employees, fully eligible for benefits        6,500         5,700    
Active employees, not fully eligible for benefits    9,300         7,800    
Total accumulated benefit obligation             84,100        69,700 
Unrecognized net loss                                (13,500)       (1,800)     
Post-retirement benefit liability recognized                          
in the consolidated balance sheets             $70,600       $67,900

The Company's post-retirement benefit expense for fiscal 1996, 1995 and 1994    
includes the following components (dollars in thousands):                       
                                     1996        1995         1994
Service cost-benefits earned                                              
during the period                      $  600      $  500       $  400  
Interest cost on the APBO                6,000       4,600        3,400   
Amortization expense                       100         -            -     
 Total expense                       $6,700      $5,100       $3,800

The APBO was calculated using a discount rate of 7.50% at February 29, 1996,    
and 8.75% at February 28, 1995.  The APBO determinations assume an initial      
health care cost trend rate of approximately 8.0%, trending down rateably to    
an ultimate rate of 4.5% in 2002. The impact of a one-percentage-point          
increase in such trend rate would be to increase the APBO at February 29, 1996  
by approximately $1,400,000 and increase annual expense by approximately        
$100,000.                                                                       

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MARK IV INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12.  Legal Proceedings                                                          

The Company is involved in various legal and environmental related issues.  In  
the opinion of the Company's management, the ultimate cost to resolve these     
matters will not have a material adverse effect on the Company's financial      
position, results of operations or cash flows.                                  

13.  Stockholders' Equity and Stock Options                                     

In fiscal 1996, the Company's Board of Directors adopted a Shareholders'        
Rights Plan under which Rights were distributed as a dividend at a rate of one  
Right for each share of Common Stock held.  Each Right entitles the holder to   
buy one one-hundredth of a newly-issued share of the Company's Series A Junior  
Participating Preferred Stock at an exercise price of $80.00 per share.  If an  
acquiring person beneficially owns 20% or more of the Company's Common Stock    
or the Company is a party to a business combination which is not approved by    
the Company's Board of Directors, each Right (other than those held by the      
acquiring person) will entitle the holder to receive, upon exercise, shares of  
Common Stock of the Company or of the surviving company with a value equal to   
two times the exercise price of the Right.                                      

The Company's Board of Directors declared five percent stock dividends which    
were distributed in April 1996, 1995 and 1994.  All share amounts have been     
presented as if the stock distributions had occurred at the beginning of        
fiscal 1994.  As of February 29, 1996, the Company continues to be authorized   
to repurchase approximately 7,000,000 shares, of its outstanding Common Stock.  
The Company is also authorized to issue 10,000,000 shares of Preferred Stock,   
and there are no shares outstanding at the present time.                        

The Company's qualified Incentive Stock Option Plan provides for granting key   
employees options to purchase the Company's Common Stock at an exercise price   
equal to 100% of the market price on the date of grant.  The options may be     
exercised in cumulative annual increments of 25% commencing one year after the  
date of grant, and have a maximum duration of ten years.  There were            
approximately 350,000 and 1,000,000 shares reserved for the future granting of  
options at February 29, 1996 and February 28, 1995, respectively.               

As a result of the Company's acquisition of Purolator, certain holders of       
Purolator non-qualified stock options converted their options into options to   
acquire the Company's Common Stock at an exercise price that would give them    
the same built-in gain as they had in the Purolator options.  As a result,      
Purolator options were converted into non-qualified options to acquire          
approximately 351,300 shares of the Company's Common Stock at an average        
exercise price of $12.19 per share.  The Company's common stock and additional  
paid in capital were increased by approximately $2,000,000 to recognize the     
issuance of these "in-the-money" stock options.                                 

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MARK IV INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the status of all of the Company's stock option  
transactions for fiscal 1996, 1995 and 1994 (share amounts in thousands):       

                    1996               1995               1994
                               Average            Average            Average
                    Option    Option    Option   Option     Option  Option
                    Shares     Price    Shares    Price     Shares   Price
Balance at                                                                      
beginning                                                                     
of year                1,429   $12.50        627   $ 8.14        813   $ 6.94 
Activity during                                                                 
the year:                                                                     
Granted                 678   $17.87        914   $14.71         15   $17.50
Exercised              (322)  $11.22       (105)  $ 5.70       (184)  $ 3.52
Canceled                (32)  $14.02         (7)  $10.94        (17)  $ 8.74
Balance at                                                                      
end of year:                                                                  
Outstanding           1,753   $14.78      1,429   $12.50        627   $ 8.14
Exercisable             618   $10.64        677   $10.00        281   $ 6.50

The Company granted restricted stock awards with respect to 23,100 shares in    
fiscal 1995 and 370,700 shares in fiscal 1994, at $.01 par value per share.     
The fair market value of the awards as of the date of grant is being            
recognized as it is earned over the restriction period, with $1,300,000;        
$1,600,000 and $800,000 recognized as an expense in fiscal 1996, 1995,          
and 1994, respectively.  As of February 29, 1996, approximately 263,000         
shares remain available for issuance under the Company's Restricted Stock       
Plan.                                                                           

14.  Industry Segments and Geographic Areas                                     

During fiscal 1996, the Company reorganized what had been identified as its     
primary business segment, Power and Fluid Transfer, into separately managed     
and market-focused businesses.  As a result, the Company has reclassified the   
operations of that segment and its former Professional Audio Segment into the   
following two business segments (and information for the prior years has been   
restated accordingly):                                                          

(i)    Automotive, which includes the design, manufacture and distribution
of fuel, power transmission, and fluid handling systems and 
 components, and filters and filtration systems for the global
automotive aftermarket and OEM market.                      

(ii)   Industrial, which includes the design, manufacture and distribution
    of power transmission, fluid handling, and filtration components
     and systems for industrial OEM (original equipment manufacturers)
  and industrial distribution markets worldwide.  The Industrial
   segment also includes the Company's Transportation Products and
Professional Audio business units.                          

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    MARK IV INDUSTRIES, INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Information concerning the Company's business segments for fiscal 1996, 1995    
and 1994 is as follows (dollars in thousands):                                  

                                       1996        1995       1994

NET SALES TO CUSTOMERS                                                          
Automotive                               $1,004,300  $  718,900  $  532,600   
Industrial                                1,084,200     884,400     711,600   
Total net sales                                                           
to customers                          $2,088,500  $1,603,300  $1,244,200

OPERATING INCOME                                                                
Automotive                               $  110,600  $   79,300  $   66,300   
Industrial                                  119,400     100,900      80,400   
Total operating income                    230,000     180,200     146,700 
General corporate expense                   (17,400)    (15,900)    (14,900)  
Interest expense                            (61,200)    (53,900)    (50,100)  
Income before                                                         
  provision for taxes                 $  151,400  $  110,400  $   81,700

IDENTIFIABLE ASSETS                                                             
Automotive                               $1,030,000  $  922,700  $  481,500   
Industrial                                  929,200     869,700     743,300   
General corporate                            53,900      54,000      57,500   
 Total identifiable assets            $2,013,100  $1,846,400  $1,282,300

DEPRECIATION AND AMORTIZATION                                                   
Automotive                               $   33,100  $   23,100  $   15,400   
Industrial                                   30,100      24,700      23,700   
General corporate                             3,600       3,700       2,600   
Total depreciation                                                    
  and amortization                    $   66,800  $   51,500  $   41,700

CAPITAL OUTLAYS                                                                 
Automotive                               $   57,600  $   29,100  $   25,200   
Industrial                                   37,900      21,700      16,200   
 Total capital outlays                $   95,500  $   50,800  $   41,400

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    MARK IV INDUSTRIES, INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company's foreign operations are located primarily in Europe, and to a      
lesser extent in Canada and the Far East.  Information concerning the           
Company's operations by geographic area for fiscal 1996, 1995 and 1994 is as    
follows (dollars in thousands):                                                 

                              1996         1995           1994

NET SALES TO CUSTOMERS                                                          
United States                      $1,460,300   $1,115,600     $  884,500     
Foreign                               628,200      487,700        359,700     
Total net sales                                                           
to customers                    $2,088,500   $1,603,300     $1,244,200  

OPERATING INCOME                                                                
United States                      $  161,500   $  126,400     $  105,700     
Foreign                                68,500       53,800         41,000     
Total operating                                                           
income                          $  230,000   $  180,200     $  146,700  

IDENTIFIABLE ASSETS                                                             
United States                      $1,421,400   $1,350,100     $  898,700     
Foreign                               591,700      496,300        383,600     
Total identifiable                                                        
assets                         $2,013,100   $1,846,400     $1,282,300 

The net sales to customers reflect the sales of the operating units in each     
geographic area to unaffiliated customers.  Export sales from the United        
States to unaffiliated customers were $115,900,000, $92,900,000, and            
$71,300,000 in fiscal 1996, 1995, and 1994, respectively.  Inter-segment        
sales are not material.  Sales between geographic areas are accounted for at    
prices which are competitive with prices charged to unaffiliated customers.     

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15.    Quarterly Financial Data and Information (Unaudited)                     

The following table sets forth the unaudited quarterly results of operations    
for each of the fiscal quarters in the years ended February 29, 1996 and        
February 28, 1995 (dollars in thousands, except per share data):                

                      First     Second     Third     Fourth      Total
Fiscal 1996               Quarter    Quarter   Quarter    Quarter     Year      

Net sales                $518,500   $509,500   $525,500  $535,000  $2,088,500   
Gross profit (a)         $172,700   $164,900   $166,700  $170,700  $  675,000   
Net income               $ 24,600   $ 24,100   $ 23,000  $ 20,700  $   92,400   
Income per share (b):                                                           
Primary:                                                                      
Income before                                                               
extraordinary items   $    .39   $    .38   $    .36  $     .33 $     1.46
Extraordinary items        -          -          -          -          -    
 Net income           $    .39   $    .38   $    .36  $     .33 $     1.46
Fully-diluted:                                                                
Continuing operations  $    .39   $    .38   $    .36  $     .33 $     1.46 
Extraordinary items        -          -          -          -          -    
 Net income           $    .39   $    .38   $    .36  $     .33 $     1.46

Fiscal 1995                                                                     

Net sales                $363,800   $357,200   $397,300  $485,000  $1,603,300   
Gross profit (a)         $127,700   $124,700   $135,600  $155,300  $  543,300   
Income before                                                                   
extraordinary items     $ 17,100   $ 16,700   $ 16,500  $ 17,600  $   67,900  
Extraordinary items          -          -        (1,100)     -        ( 1,100)  
 Net income           $ 17,100   $ 16,700   $ 15,400  $ 17,600  $   66,800
Income per share (b)(c):                                                        
Primary:                                                                      
Income before                                                               
extraordinary items   $    .36   $    .35   $    .33  $     .30 $     1.33
Extraordinary items        -           -         (.02)      -          (.02)
 Net income           $    .36   $    .35   $    .31  $     .30 $     1.31
Fully-diluted:                                                                
Income before                                                               
extraordinary items   $    .32   $    .32   $    .31  $     .29 $     1.23
Extraordinary items        -           -         (.02)      -          (.02)
 Net income           $    .32   $    .32   $    .29  $     .29 $     1.21
___________________________________                                             

(a)    Excluding depreciation expense.                                          
(b)    Restated to reflect the 5% stock dividend issued in April 1996.          
(c)    The sum of the quarterly amounts do not equal the total as a result of   
Common Stock transactions during the year, as well as rounding    
differences.                                                      

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ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                   

None.                                                                     

    PART III

Items 10-13                                                                     

The information required for Items 10, 11, 12 and 13 is incorporated      
herein by reference to the information set forth in the definitive Proxy        
Statement for the Company's 1996 Annual Meeting of Stockholders which will be   
filed with the Securities and Exchange Commission not later than 120 days       
after February 29, 1996.                                                        

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 PART IV

ITEM 14.EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K        

                                                                      Page
(a)  (1)  Financial Statements                                                  

Report of Independent Accountants for                       
each of the three fiscal years in the                   
        period ended February 29, 1996                                21

Consolidated Balance Sheets at February 29, 1996            
        and February 28, 1995                                         22

Consolidated Statements of Income for each of               
the three fiscal years in the period ended              
        February 29, 1996                                             23

Consolidated Statements of Stockholders' Equity for         
each of the three fiscal years in the period            
        ended February 29, 1996                                       24

Consolidated Statements of Cash Flows                       
for each of the three fiscal years in                   
        the period ended February 29, 1996                            25

      Notes to Consolidated Financial Statements                      26

(2)  Financial Statement Schedule                                     

Report of Independent Accountants                           
for each of the three fiscal years in the               
        period ended February 29, 1996                                44

      II.  Valuation and qualifying accounts                          48

All other schedules and statements have been omitted as the 
required information is inapplicable or is presented in the 
financial statements or notes thereto.                      

(b)  Reports on Form 8-K                                                        

None                                                                  

(c)  Exhibits                                                                   

 2.1     Agreement and Plan of Merger dated as of October 3, 1994 by and
        among Mark IV Industries, Inc., Mark IV Acquisition Corp., and
          Purolator Products Company, incorporated by reference to exhibit
        (c)(1) to Schedule 14D-1 (Tender Offer) dated October 7, 1994,
          as filed with the SEC on such date (incorporated by reference to
   the exhibit (c)(1) to Schedule 14D - (Tender Offer) dated
October 7, 1994, as filed with the SEC on such date). 

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2.2     Offer to Purchase, as revised, incorporated by reference to   
    exhibit (a)(1) to Amendment No. 1 to Schedule 14D-1 Tender
      Offer) dated October 11, 1994, as filed with the SEC on such
date.                                                 

2.3     Share Purchase Agreement dated April 29, 1993 among Mark IV   
    Industries, Inc., a Delaware Corporation, and its indirect
  wholly-owned subsidiary, Dayco Italy, S.p.A., an Italian
 Corporation, and Pirelli S.p.A., an Italian Corporation
    (incorporated by reference to exhibit 2.1 to the Company's
         Current Report on Form 8-K dated May 27, 1993, as filed on June
          17, 1993).  All schedules and other attachments to this exhibit,
  as identified on the last page of the exhibit, have been
omitted.                                              

3.1     Certificate of Incorporation, as amended (incorporated by     
 reference to Exhibit 28.1 to the Company's Registration
      Statement No. 33-45215 on Form S-3, as filed with the SEC on
January 24, 1993).                                    

 4.1     Specimen Common Stock Certificate (incorporated by reference to
          Exhibit 4.11 to Amendment No. 1 to the Registrant's Registration
   Statement No. 33-41553 on Form S-3 dated August 6, 1991).

 4.2     By-Laws of the Registrant (incorporated by reference to Exhibit
  4.12 To Amendment No. 1 to the Registrant's Registration
    Statement No. 33-41553 on Form S-3, dated August 6, 1991).

4.3     Conformed copy of the Indenture, dated as of March 15, 1993,  
        between Mark IV Industries, Inc. and Citibank, N.A.; including
 the form of Senior Subordinated Notes due April 1, 2003
    (incorporated by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K dated March 29, 1993).     

4.4     Conformed copy of the Indenture, dated as of March 11, 1996,  
     between Mark IV Industries, Inc. and Fleet National Bank as
      Trustee; including the form of Senior Subordinated Notes due
        April 1, 2006 (incorporated by reference to Exhibit 4.1 to the
    Company's Current Report on Form 8-K dated March 6, 1996).

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 Executive Compensation Plans and Arrangements (10.1 -10.20)

  10.1    Employment Agreement dated March 1, 1995 between the Company and
       Sal Alfiero (incorporated by reference to Exhibit 10.1 to the
        Company's Annual Report or Form 10-K for the fiscal year ended
February 28, 1995).                                   

  10.2    Employment Agreement dated March 1, 1995 between the Company and
          Clement R. Arrison (incorporated by reference to Exhibit 10.2 to
      the Company's Annual Report or Form 10-K for the fiscal year
ended February 28, 1995).                             

  10.3    Employment Agreement dated March 1, 1995 between the Company and
        Gerald S. Lippes (incorporated by reference to Exhibit 10.3 to
      the Company's Annual Report or Form 10-K for the fiscal year
ended February 28, 1995).                             

  10.4    Employment Agreement dated March 1, 1995 between the Company and
        William P. Montague (incorporated by reference to Exhibit 10.4
         to the Company's Annual Report or Form 10-K for the fiscal year
ended February 28, 1995).                             

  10.5    Employment Agreement dated March 1, 1995 between the Company and
        Frederic L. Cook (incorporated by reference to Exhibit 10.5 to
      the Company's Annual Report or Form 10-K for the fiscal year
ended February 28, 1995).                             

  10.6    Employment Agreement dated March 1, 1995 between the Company and
         John J. Byrne (incorporated by reference to Exhibit 10.6 to the
        Company's Annual Report or Form 10-K for the fiscal year ended
February 28, 1995).                                   

  10.7    Employment Agreement dated March 1, 1995 between the Company and
        Richard L. Grenolds (incorporated by reference to Exhibit 10.7
         to the Company's Annual Report or Form 10-K for the fiscal year
ended February 28, 1995).                             

  10.8    Employment Agreement dated March 1, 1995 between the Company and
         Douglas J. Fiegel (incorporated by reference to Exhibit 10.8 to
      the Company's Annual Report or Form 10-K for the fiscal year
ended February 28, 1995).                             

 10.9    Employment Agreement dated January 1, 1995 between the Company,
          Dayco Products, Inc. ("Dayco") and Bruce A. McNiel (incorporated
        by reference to Exhibit 10.9 to the Company's Annual Report or
 Form 10-K for the fiscal year ended February 28, 1995).

 10.10   Employment Agreement dated January 1, 1995 between the Company,
          Dayco, Dayco Europe, A.B. and Kurt J. Johansson (incorporated by
      reference to Exhibit 10.10 to the Company's Annual Report or
 Form 10-K for the fiscal year ended February 28, 1995).

 10.11   Employment Agreement dated January 1, 1995 between the Company,
          Dayco and Patricia Richert (incorporated by reference to Exhibit
          10.11 to the Company's Annual Report or Form 10-K for the fiscal
year ended February 28, 1995).                        

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10.12   Amendment and Restatement of Mark IV Industries, Inc. and     
          Subsidiaries Incentive Stock Option Plan, as of February 8, 1988
        (incorporated by reference to Exhibit 10.13.1 to the Company's
          Registration Statement No. 33-42307 on Form S-8 dated August 19,
1991).                                                

10.13   Amendment and Restatement of the Mark IV Industries, Inc. and 
       Subsidiaries 1992 Incentive Stock Option Plan Effective March
    30, 1994 (incorporated by reference to Exhibit 10.4 to the
        Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1994).                                   

10.14   Amendment and Restatement of the Mark IV Industries, Inc. 1992
        Restricted Stock Plan Effective March 1, 1995 (incorporated by
          reference to Exhibit 10.1 to the Company's Annual Report or Form
10-K for the fiscal year ended February 28, 1995).    

10.15   Mark IV Industries, Inc. Executive Bonus Plan (incorporated by
          reference to Exhibit 10.8 to the Company's Annual Report on Form
10-K for the fiscal year ended February 28, 1991).    

 10.16   First Amendment and Restatement of the Mark IV Industries, Inc.
         Enhanced Executive Incentive Plan (incorporated by reference to
         Exhibit 10.16 to the Company's Annual Report on Form 10-K dated
February 29, 1992).                                   

10.17   Third Amendment and Restatement of the Non-Qualified Plan of  
     Deferred Compensation of Mark IV Industries, Inc. Effective
       September 1, 1993 (incorporated by reference to the Company's
       Annual Report on Form 10-K for the fiscal year ended February
28, 1994).                                            

10.18   First Amendment and Restatement of the Non-Qualified Plan of  
     Deferred Compensation for Non-Employee Directors of Mark IV
      Industries, Inc. Effective December 1, 1993 (incorporated by
       reference to the Company's Annual Report on Form 10-K for the
fiscal year ended February 28, 1994).                 

10.19   First Amendment and Restatement of the Non-qualified Plan of  
   Deferred Incentive Compensation for Executives of Certain
          Operating Divisions and Subsidiaries of Mark IV Industries, Inc.
   Effective November 30, 1993 (incorporated by reference to
       Exhibit 10.19 to the Company's Annual Report or Form 10-K for
the fiscal year ended February 28, 1995).             

10.20*  Short Term Incentive Bonus Plan of Dayco Products, Inc. dated 
       March 30, 1994 (incorporated by reference to Exhibit 10.20 to
      the Company's Annual Report or Form 10-K for the fiscal year
ended February 28, 1995).                             

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Other Material Contract Exhibits

10.21   Credit and Guarantee Agreement dated as of November 2, 1994,  
among Mark IV Industries, Inc., as Borrower, Mark IV  
       Transportation Products Corp., Gulton Industries, Inc., Dayco
          Products, Inc. Electro-Voice Incorporated, Anchor Swan, Inc. and
       Mark IV Acquisition Corp., as Guarantors, the banks and other
   financial institutions which are parties thereto, Bank of
American National Trust and Savings Association, as   
        Administrative Agent and BID Agent, and BA Securities, Inc. as
  Arranger (incorporated by reference to exhibit (b)(2) to
         Amendment No. 3 to Schedule 14D-1 (Tender Offer) dated November
2, 1994, as filed on that date).                      

10.22   Revolving Credit Facility Agreement dated May 27, 1993, among 
       Mark IV Industries, Inc., a Delaware Corporation, Dayco Italy
        S.p.A., an Italian Corporation, Bank of America National Trust
        and Savings Association, Chemical Investment Bank Limited, and
        Citibank, N.A. and Chase Manhattan Bank N.A., as co-agents for
     various financial institutions that are signatories thereto
       (incorporated by reference to the Company's Current Report on
      Form 8-K dated May 27, 1993 as filed on June 17, 1993).  All
        schedules and other attachments to this exhibit, as identified
on page v of the exhibit, have been omitted.          

10.23   Conformed copy of the Credit Agreement, dated as of March 8,  
        1996, among the Registrant and Dayco PTI S.p.A., as Borrowers,
      certain other subsidiaries of the Registrant, as Guarantors,
     various banks and financial institutions, Chemical Bank, as
         Administrator and Bid Agent, Bank of America National Trust and
         Savings Association, as Documentation Agent, and BA Securities,
          Inc. and Chemical Securities, Inc. as Arrangers (incorporated by
         reference to Exhibit 10.1 to the Registrant's Current Report on
Form 8-K dated March 6, 1996).                        

11*     Statement regarding computation of per share earnings.        

21*     Subsidiaries of the Registrant.                               

23*     Consent of Independent Accountants.                           

27*     Financial Data Schedule.                                      

______________________                                                          

*  Filed herewith by direct transmission pursuant to the EDGAR program.         

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REPORT OF INDEPENDENT ACCOUNTANTS 

To the Board of Directors and Stockholders                                      
of Mark IV Industries, Inc.                                                   

Our report on the consolidated financial statements of Mark IV Industries,      
Inc. is included in Item 8 of this Form 10-K.  In connection with our audits    
of such financial statements, we have also audited the related financial        
statement schedule listed in Item 14 of this Form 10-K.                         

In our opinion, the financial statement schedule referred to above, when        
considered in relation to the basic financial statements taken as a whole,      
presents fairly, in all material respects, the information required to be       
included therein.                                                               

                      COOPERS & LYBRAND L.L.P.

Rochester, New York                                                             
March 29, 1996                                                                  

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                                                        [Enlarge/Download Table]


                                              MARK IV INDUSTRIES, INC.                                  
                                   SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS                      

                                              Additions                                                 
                                               Charged       Deductions                                 
                                Beginning     (Credited)      Accounts                        Ending    
Classifications                  Balance      to Expense     Charged Off         Other(a)     Balance   

                                                                                                        

Year ended February 29, 1996                                                                            

Allowance for doubtful                                                                                  
 accounts                      $ 18,600,000   $  2,700,000    $ (5,400,000)   $    800,000  $ 16,700,000

Year ended February 28, 1995                                                                            

Allowance for doubtful                                                                                  
 accounts                      $ 12,000,000   $  3,300,000    $ (3,100,000)   $  6,400,000  $ 18,600,000

Year ended February 29, 1994                                                                            

Allowance for doubtful                                                                                  
 accounts                      $ 10,300,000   $  2,400,000    $ (3,100,000)   $  2,400,000  $ 12,000,000

(a)  Represents the following                                                                           
                                                                February        February      February  
                                                                29, 1996        28, 1995      28, 1994  

          Reserve at date of acquisition of subsidiary         $  100,000      $5,500,000    $3,700,000 

          Reclassification from other reserves                    200,000         400,000       100,000 
          Reserves of discontinued operations                                                           
            at February 28, 1993                                     -               -         (900,000)
          Foreign currency translation adjustment                 500,000         500,000      (500,000)
                                                               $  800,000      $6,400,000    $2,400,000 


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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, Registrant has duly caused this report to be signed on    
its behalf by the undersigned, thereunto duly authorized.                       

                    MARK IV INDUSTRIES, INC.

                  By: /s/ Sal H. Alfiero
                                   Sal H. Alfiero, Chairman of the
                                     Board and Chief Executive Officer
Dated:   May 16, 1996                                                           

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report on Form 10-K has been signed below by the following persons in    
the capacities and on the date indicated.                                       

Signature                             Title                     Date  

/s/ Sal H. Alfiero                  Chairman of the Board       May 16, 1996    
Sal H. Alfiero                     and Chief Executive Officer                

/s/ William P. Montague             President, Director         May 16, 1996    
William P. Montague                                                           

/s/ John J. Byrne                   Vice President and          May 16, 1996    
John J. Byrne                     Chief Financial Officer                     

/s/ Richard L. Grenolds             Vice President -            May 16, 1996    
Richard L. Grenolds                 Chief Accounting Officer                  

/s/ Gerald S. Lippes                Secretary and Director      May 16, 1996    
Gerald S. Lippes                                                              

/s/ Clement R. Arrison              Director                    May 16, 1996    
Clement R. Arrison                                                            

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 Exhibit Index

 2.1     Agreement and Plan of Merger dated as of October 3, 1994 by and
        among Mark IV Industries, Inc., Mark IV Acquisition Corp., and
          Purolator Products Company, incorporated by reference to exhibit
        (c)(1) to Schedule 14D-1 (Tender Offer) dated October 7, 1994,
          as filed with the SEC on such date (incorporated by reference to
   the exhibit (c)(1) to Schedule 14D - (Tender Offer) dated
October 7, 1994, as filed with the SEC on such date). 

2.2     Offer to Purchase, as revised, incorporated by reference to   
    exhibit (a)(1) to Amendment No. 1 to Schedule 14D-1 Tender
      Offer) dated October 11, 1994, as filed with the SEC on such
date.                                                 

2.3     Share Purchase Agreement dated April 29, 1993 among Mark IV   
    Industries, Inc., a Delaware Corporation, and its indirect
  wholly-owned subsidiary, Dayco Italy, S.p.A., an Italian
 Corporation, and Pirelli S.p.A., an Italian Corporation
    (incorporated by reference to exhibit 2.1 to the Company's
         Current Report on Form 8-K dated May 27, 1993, as filed on June
          17, 1993).  All schedules and other attachments to this exhibit,
  as identified on the last page of the exhibit, have been
omitted.                                              

3.1     Certificate of Incorporation, as amended (incorporated by     
 reference to Exhibit 28.1 to the Company's Registration
      Statement No. 33-45215 on Form S-3, as filed with the SEC on
January 24, 1993).                                    

 4.1     Specimen Common Stock Certificate (incorporated by reference to
          Exhibit 4.11 to Amendment No. 1 to the Registrant's Registration
   Statement No. 33-41553 on Form S-3 dated August 6, 1991).

 4.2     By-Laws of the Registrant (incorporated by reference to Exhibit
  4.12 To Amendment No. 1 to the Registrant's Registration
    Statement No. 33-41553 on Form S-3, dated August 6, 1991).

4.3     Conformed copy of the Indenture, dated as of March 15, 1993,  
        between Mark IV Industries, Inc. and Citibank, N.A.; including
 the form of Senior Subordinated Notes due April 1, 2003
    (incorporated by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K dated March 29, 1993).     

4.4     Conformed copy of the Indenture, dated as of March 11, 1996,  
     between Mark IV Industries, Inc. and Fleet National Bank as
      Trustee; including the form of Senior Subordinated Notes due
        April 1, 2006 (incorporated by reference to Exhibit 4.1 to the
    Company's Current Report on Form 8-K dated March 6, 1996).

 Executive Compensation Plans and Arrangements (10.1 -10.20)

  10.1    Employment Agreement dated March 1, 1995 between the Company and
       Sal Alfiero (incorporated by reference to Exhibit 10.1 to the
        Company's Annual Report or Form 10-K for the fiscal year ended
February 28, 1995).                                   

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  10.2    Employment Agreement dated March 1, 1995 between the Company and
          Clement R. Arrison (incorporated by reference to Exhibit 10.2 to
      the Company's Annual Report or Form 10-K for the fiscal year
ended February 28, 1995).                             

  10.3    Employment Agreement dated March 1, 1995 between the Company and
        Gerald S. Lippes (incorporated by reference to Exhibit 10.3 to
      the Company's Annual Report or Form 10-K for the fiscal year
ended February 28, 1995).                             

  10.4    Employment Agreement dated March 1, 1995 between the Company and
        William P. Montague (incorporated by reference to Exhibit 10.4
         to the Company's Annual Report or Form 10-K for the fiscal year
ended February 28, 1995).                             

  10.5    Employment Agreement dated March 1, 1995 between the Company and
        Frederic L. Cook (incorporated by reference to Exhibit 10.5 to
      the Company's Annual Report or Form 10-K for the fiscal year
ended February 28, 1995).                             

  10.6    Employment Agreement dated March 1, 1995 between the Company and
         John J. Byrne (incorporated by reference to Exhibit 10.6 to the
        Company's Annual Report or Form 10-K for the fiscal year ended
February 28, 1995).                                   

  10.7    Employment Agreement dated March 1, 1995 between the Company and
        Richard L. Grenolds (incorporated by reference to Exhibit 10.7
         to the Company's Annual Report or Form 10-K for the fiscal year
ended February 28, 1995).                             

  10.8    Employment Agreement dated March 1, 1995 between the Company and
         Douglas J. Fiegel (incorporated by reference to Exhibit 10.8 to
      the Company's Annual Report or Form 10-K for the fiscal year
ended February 28, 1995).                             

 10.9    Employment Agreement dated January 1, 1995 between the Company,
          Dayco Products, Inc. ("Dayco") and Bruce A. McNiel (incorporated
        by reference to Exhibit 10.9 to the Company's Annual Report or
 Form 10-K for the fiscal year ended February 28, 1995).

 10.10   Employment Agreement dated January 1, 1995 between the Company,
          Dayco, Dayco Europe, A.B. and Kurt J. Johansson (incorporated by
      reference to Exhibit 10.10 to the Company's Annual Report or
 Form 10-K for the fiscal year ended February 28, 1995).

 10.11   Employment Agreement dated January 1, 1995 between the Company,
          Dayco and Patricia Richert (incorporated by reference to Exhibit
          10.11 to the Company's Annual Report or Form 10-K for the fiscal
year ended February 28, 1995).                        

10.12   Amendment and Restatement of Mark IV Industries, Inc. and     
          Subsidiaries Incentive Stock Option Plan, as of February 8, 1988
        (incorporated by reference to Exhibit 10.13.1 to the Company's
          Registration Statement No. 33-42307 on Form S-8 dated August 19,
1991).                                                

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10.13   Amendment and Restatement of the Mark IV Industries, Inc. and 
       Subsidiaries 1992 Incentive Stock Option Plan Effective March
    30, 1994 (incorporated by reference to Exhibit 10.4 to the
        Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1994).                                   

10.14   Amendment and Restatement of the Mark IV Industries, Inc. 1992
        Restricted Stock Plan Effective March 1, 1995 (incorporated by
          reference to Exhibit 10.1 to the Company's Annual Report or Form
10-K for the fiscal year ended February 28, 1995).    

10.15   Mark IV Industries, Inc. Executive Bonus Plan (incorporated by
          reference to Exhibit 10.8 to the Company's Annual Report on Form
10-K for the fiscal year ended February 28, 1991).    

 10.16   First Amendment and Restatement of the Mark IV Industries, Inc.
         Enhanced Executive Incentive Plan (incorporated by reference to
         Exhibit 10.16 to the Company's Annual Report on Form 10-K dated
February 29, 1992).                                   

10.17   Third Amendment and Restatement of the Non-Qualified Plan of  
     Deferred Compensation of Mark IV Industries, Inc. Effective
       September 1, 1993 (incorporated by reference to the Company's
       Annual Report on Form 10-K for the fiscal year ended February
28, 1994).                                            

10.18   First Amendment and Restatement of the Non-Qualified Plan of  
     Deferred Compensation for Non-Employee Directors of Mark IV
      Industries, Inc. Effective December 1, 1993 (incorporated by
       reference to the Company's Annual Report on Form 10-K for the
fiscal year ended February 28, 1994).                 

10.19   First Amendment and Restatement of the Non-qualified Plan of  
   Deferred Incentive Compensation for Executives of Certain
          Operating Divisions and Subsidiaries of Mark IV Industries, Inc.
   Effective November 30, 1993 (incorporated by reference to
       Exhibit 10.19 to the Company's Annual Report or Form 10-K for
the fiscal year ended February 28, 1995).             

10.20   Short Term Incentive Bonus Plan of Dayco Products, Inc. dated 
       March 30, 1994 (incorporated by reference to Exhibit 10.20 to
      the Company's Annual Report or Form 10-K for the fiscal year
ended February 28, 1995).                             

Other Material Contract Exhibits

10.21   Credit and Guarantee Agreement dated as of November 2, 1994,  
among Mark IV Industries, Inc., as Borrower, Mark IV  
       Transportation Products Corp., Gulton Industries, Inc., Dayco
          Products, Inc. Electro-Voice Incorporated, Anchor Swan, Inc. and
       Mark IV Acquisition Corp., as Guarantors, the banks and other
   financial institutions which are parties thereto, Bank of
American National Trust and Savings Association, as   
        Administrative Agent and BID Agent, and BA Securities, Inc. as
  Arranger (incorporated by reference to exhibit (b)(2) to
         Amendment No. 3 to Schedule 14D-1 (Tender Offer) dated November
2, 1994, as filed on that date).                      

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10.22   Revolving Credit Facility Agreement dated May 27, 1993, among 
       Mark IV Industries, Inc., a Delaware Corporation, Dayco Italy
        S.p.A., an Italian Corporation, Bank of America National Trust
        and Savings Association, Chemical Investment Bank Limited, and
        Citibank, N.A. and Chase Manhattan Bank N.A., as co-agents for
     various financial institutions that are signatories thereto
       (incorporated by reference to the Company's Current Report on
      Form 8-K dated May 27, 1993 as filed on June 17, 1993).  All
        schedules and other attachments to this exhibit, as identified
on page v of the exhibit, have been omitted.          

10.23   Conformed copy of the Credit Agreement, dated as of March 8,  
        1996, among the Registrant and Dayco PTI S.p.A., as Borrowers,
      certain other subsidiaries of the Registrant, as Guarantors,
     various banks and financial institutions, Chemical Bank, as
         Administrator and Bid Agent, Bank of America National Trust and
         Savings Association, as Documentation Agent, and BA Securities,
          Inc. and Chemical Securities, Inc. as Arrangers (incorporated by
         reference to Exhibit 10.1 to the Registrant's Current Report on
Form 8-K dated March 6, 1996).                        

11*     Statement regarding computation of per share earnings.        

21*     Subsidiaries of the Registrant.                               

23*     Consent of Independent Accountants.                           

27*     Financial Data Schedule.                                      

______________________                                                          

*  Filed herewith by direct transmission pursuant to the EDGAR program.         

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
		2/15/11		15
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		4/1/03		44		51
		2/28/97		20		28			10-K,  DEF 14A
Filed on:		5/17/96
		5/16/96		50
		5/14/96		1
		3/31/96		16
		3/29/96		22		48
		3/11/96		32		51
		3/8/96		31		54
		3/6/96		44		54			8-K,  8-K/A
		3/5/96		4
For Period End:		2/29/96		1		49			DEF 14A,  PRE 14A
		3/1/95		45		53
		2/28/95		15		53			10-K,  DEF 14A
		1/1/95		45		52
		11/2/94		47		53			8-K
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		10/3/94		43		51
		3/30/94		46		53
		2/28/94		46		53			10-K,  10-K/A,  DEF 14A,  PRE 14A
		12/1/93		46		53
		11/30/93		46		53			10-Q
		9/1/93		46		53
		6/17/93		44		54
		5/27/93		44		54
		4/29/93		44		51
		3/29/93		44		51
		3/15/93		44		51
		2/28/93		25		49
		1/24/93		44		51
		2/29/92		46		53
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