UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C. 20549
                              
                              
                  ________________________
                              
                          Form 8-K
                              
                              
                       CURRENT REPORT
                              
           PURSUANT TO SECTION 13 or 15(d) OF THE
               SECURITIES EXCHANGE ACT of 1934
                              
                              
                              
     Date of Report  (Date of earliest event reported):  December 19, 1996
                              
                              
                    Coltec Industries Inc
   (Exact name of registrant as specified in its charter)
                              
                              
      Pennsylvania              1-7568                13-1846375
 (State or other juris-      (Commission           (I.R.S. Employer
 diction of incorporation)   File Number)         Identification No.)


   3 Coliseum Centre, 2550 West Tyvola Road, Charlotte, North Carolina 28217
     (Address of principal executive offices)                       (Zip Code)


     Registrant's telephone number, including area code: (704) 423-7000




Item 5.             Other Events.

On December 19, 1996, the Registrant issued a press release
announcing that it had successfully concluded the tender offer
and consent solicitation relating to its outstanding 9 3/4%
Senior Notes due 1999, its 9 3/4% Senior Notes due 2000 and its
10 1/4% Senior Subordinated Notes due 2002 and will accept all
validly tendered debt securities for payment pursuant to the
Offer.  The tender offer expired at 12:00 midnight, New Your
City time, on December 18, 1996.  The Payment Date will be
December 19, 1996.


Item 7.   Financial Statements and Exhibits.

     (c)  Exhibits.

                   99.  Press release, dated December 19, 1996,
              announcing Coltec Industries Inc has successfully
              concluded the tender offer and consent
              solicitation relating to its outstanding 9 3/4%
              Senior Notes due 1999, its 9 3/4% Senior Notes
              due 2000 and its 10 1/4% Senior Subordinated Notes due 2002 and
              will accept all validly tendered debt securities
              for payment pursuant to the Offer.  The tender
              offer expired at 12:00 midnight, New Your City
              time, on December 18, 1996.  The Payment Date
              will be December 19, 1996.



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


                                           Coltec Industries Inc
                                                 Registrant



                                         /s/ Robert J. Tubbs
Date:  January 3, 1996           By:  Name:  Robert J. Tubbs
                              Title:    Senior Vice President



Exhibit 99


                COLTEC CONCLUDES TENDER OFFER

Charlotte, NC, December 19, 1996 -- Coltec Industries Inc has
successfully concluded the tender offer and consent solicitation
relating to its outstanding 9 3/4% Senior Notes due 1999, its 9 3/4%
Senior Notes due 2000 and its 10 1/4% Senior Subordinated Notes
due 2002 and will accept all validly tendered debt securities
for payment pursuant to the Offer. The tender offer expired at
12:00 midnight, New York City time, on December 18, 1996. The
Payment Date will be December 19, 1996.

The tender offer was made pursuant to Coltec's Offer to Purchase
and Consent Solicitation Statement dated November 20, 1996. As
of 12:00 midnight, New York City time, on December 18, 1996, the
following principal amounts of debt securities subject to the
tender offer and consent solicitation had been deposited with
The Bank of New York, as Depositary, and not withdrawn.

Debt Security                      Principal Amount Tendered

9 3/4% Senior Notes due 1999                        $140,493,000

9 3/4% Senior Notes due 2000                         183,445,000

10 1/4% Senior Subordinated                          214,071,000
Notes due 2002

Holders who validly tendered (and did not withdraw) their debt
securities at or prior to 12:00 midnight, New York City time, on
December 18, 1996, will receive the applicable Tender Offer
Consideration. Holders who validly consented to the proposed
indenture amendments relating to the debt securities at or prior
to 12:00 midnight, New York City time, on December 5, 1996, will
receive the applicable Consent Payment. Holders who validly
tendered (and did not withdraw) their debt securities at or
prior to 12:00 midnight, New York City time, on December 18,
1996, and who validly consented to the proposed indenture
amendments at or prior to 12:00 midnight, New York City time, on
December 5, 1996, will receive the Total Consideration.

Lehman Brothers Inc. and NationsBanc Capital Markets, Inc. are
dealer managers for the tender offer and consent solicitation,
and D. F. King & Co., Inc. is the information agent.

Coltec Industries is a diversified manufacturing company serving
primarily aerospace and general industrial markets.