SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934
(Amendment No.1)*

Mark IV Industries Inc.			
(Name of issuer)

Common Stock				
(Title of Class of Securities)

570387100				
(CUSIP Number)

*The remainder of this cover page shall be filled out for a 
reporting person's initial filing on this form with respect 
to the subject class of securities, and for any subsequent 
amendment containing information which would alter the 
disclosures provided in a prior cover page.

The information required in the remainder of this cover 
page shall not be deemed to be "filed" for the purpose of 
Section 18 of the Securities Exchange Act of 1934 
("Act") or otherwise subject to the liabilities of that 
section of the Act but shall be subject to all other 
provisions of the Act (however, see the Notes).


Page 1 of 6 Pages



CUSIP No. 570387100		13G		  Page 2 of 6  Pages

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO.  OF ABOVE PERSON
	MacKay-Shields Financial Corporation ("MSFC") 13-
	2631681;  MSFC is also filing on behalf of its parent, New York 
	Life Insurance Company ("NYLIC")

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A 
	GROUP*
				(a)0
				(b)0
		Not Applicable

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware (United States)

	
NUMBER OF	         5	       SOLE VOTING POWER
				Not Applicable as to MSFC
SHARES			Not Applicable as to NYLIC 

BENEFICIALLY        6	       SHARED VOTING POWER
				3,756,852 as to MSFC
OWNED BY			    234,945 as to NYLIC
				
EACH		        7	       SOLE DISPOSITIVE POWER
				Not Applicable as to MSFC; Not 	
				Applicable to NYLIC 
REPORTING			

PERSON	       8          SHARED DISPOSITIVE POWER
				3,756,852 as to MSFC
WITH				    234,945 as to NYLIC
		
9 	AGGREGATE AMOUNT BENEFICIALLY OWNED BY 
	EACH REPORTING PERSON	
			Total: 3,991,797
			Applicable as to MSFC	3,756,852 
			Applicable as to NYLIC	   234,945

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) 
	EXCLUDES CERTAIN SHARES*
	Not Applicable
	
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN 
	ROW 9
	5.9%  (See Item 4a on page 4)

12	TYPE OF REPORTING PERSON*
		IA
		New York Life is an IC


SCHEDULE 13G

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934

ITEM 1 (a)	Name of Issuer:
		Mark IV Industries Inc.				
ITEM 1 (b)	Address of Issuer's Principal Executive Offices:
			One Towne Centre				
			501 John James Audubon Parkway		
			Amherst, New York  14226-0810		
		
ITEM 2 (a)	Name of Person Filing:
		MacKay-Shields Financial Corporation			
		
ITEM 2  (b)	Address of Principal Business Office:
		9 West 57th Street					
		New York, NY 10019					
		
ITEM 2 (c)	Citizenship:
		United States						
		
ITEM 2 (d)	Title of Class of Securities:
		Common Stock						
		
ITEM 2 (e)	CUSIP Number:
		570387100						
			
ITEM 3.     If this statement is filed pursuant to Rules 13d-1 (b), or 	
		13d-2(b), check whether the person filing is a:

(a)    [  ]	Broker or Dealer registered under Section 15 of the Act
(b)    [  ]	Bank as defined in section 3(a)(6) of the Act
(c)    [  ]	Insurance Company as defined in section 3(a)(19) of the 
Act
(d)    [  ]	Investment Company registered under section 8 of the 
Investment Company Act
(e)    [X]	Investment adviser registered under Section 203 of the 
Investment Advisers Act of 1940
(f)    [  ]	Employee Benefit Plan, Pension Fund which is subject to 
the provisions of the Employee Retirement Income 
Security Act of 1974 or Endowment Fund; see section 
240.13d-1 (b)(1)(ii)(F)



Page 3  of 6 Pages




SCHEDULE 13G cont.

(g)    [  ]	Parent Holding Company, in accordance with section 
	240.13d-l(b)(ii)(G) 
	(Note: See Item 7)
(h)    [  ]	Group, in accordance with section 240.13d-1 (b)(1)(ii)(H)

ITEM 4.       Ownership.

	If the percent of the class owned, as of December 31 of the 
	year covered by the statement, or as of the last day of any 
	month described in Rule 13d-l(b)(2), if applicable, exceeds 
	five percent, provide the following information as of that 
	date and identify those shares which there is a right to 
	acquire.

	(a)	Amount Beneficially Owned:

	Aggregate 3,991,757 consisting of  (i) 3,756,852 shares of
	common stock re MSFC and (ii) 234,945 shares of common 
	stock re NYLIC.						
			
	(b)	Percent of Class:
		5.9%							

	(c)	Number of shares as to which such person has:

		(i)	sole power to vote or to direct the vote
			Not Applicable as to MSFC; Not Applicable as 	
			to NYLIC					

		(ii)	shared power to vote or to direct the vote
			3,756,852 as to  MSFC
			234,945 as to NYLIC				

		(iii) 	sole power to dispose or to direct the disposition 	
			of
			Not Applicable as to MSFC; Not Applicable as 	
			to NYLIC					

		(iv)	shared power to dispose or to direct the 		
			disposition of
			3,756,852 as to MSFC	  			
			234,945 as to NYLIC				
	
ITEM 5. Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the 
	date hereof the reporting person has ceased to be the 
	beneficial owner of more than five percent of the class of 
	securities, check the following [    ].


Page  4  of  6  Pages

SCHEDULE 13G cont.


ITEM 6.	Ownership of More than Five Percent on Behalf of Another 
	Person.

	If any other person is known to have the right to receive or 
	the power to direct the receipt of dividends from, or the 
	proceeds from the sale of, such securities, a statement to that 
	effect should be included in response to this item and, if such 
	interest relates to more than five percent of the class, such 
	person should be identified.  A listing of the shareholders of 
	an investment company registered under the Investment 
	Company Act of 1940 or the beneficiaries of employee 
	benefit plan, pension fund or endowment fund is not 
	required.

	Clients of the filing investment manager and NYLIC have 
	the right to receive and the ultimate power to direct the 
	receipt of dividends from, or the proceeds of the sale of, such 
	securities.  No interest of any such clients relates to more 
	than 5% of the class.  NYLIC has the power to direct 
	dividends or proceeds for its securities.

ITEM 7.	 Identification and Classification of the Subsidiary Which 
	Acquired the Security Being Reported on By the Parent 
	Holding Company.
		
	If a parent holding company has filed this Schedule
	pursuant to Rule 13d-1(b)(ii)(G), so indicate 
	under Item 3 (g) and attach an exhibit stating the identity 
	and the Item 3 classification of the relevant subsidiary.
	If a parent holding company has filed this schedule
	pursuant to Rule 13d-1(c), attach an exhibit stating
	the identification of the relevant subsidiary.

	Not Applicable						
				
ITEM 8.	 Identification and Classification of Members of the Group.

	If a group has filed this schedule pursuant to Rule
	13d-1(b)(ii)(H), so indicate under Item 
	3(h) and attach an exhibit stating the identity and Item 3 
	classification of each member of the group.  If a group
	has filed this schedule pursuant to Rule 13d-1(c),
	attach an exhibit stating the identity of each member
	of the group.

	Not Applicable						
		
		
Page 5  of 6  Pages

SCHEDULE 13G cont.

ITEM 9.	Notice of Dissolution of Group

	Notice of dissolution of a group may be furnished as an 
	exhibit stating the date of the dissolution and that all further 
	filings with respect to transactions in the security reported on 
	will be filed, if required, by members of the group, in their 
	individual capacity.  See Item 5.

		Not Applicable					
				
ITEM 10.	Certification

	By signing below I certify that, to the best of my knowledge 
	and belief, the securities referred to above were acquired in 
	the ordinary course of business and were not acquired for the 
	purpose of and do not have the effect of changing or 
	influencing the control of the issuer of such securities and 
	were not acquired in connection with or as a participant in 
	any transaction having such purpose or effect.

SIGNATURE

	After reasonable inquiry and to the best of my knowledge 
and belief, I certify that the information set forth in this
statement is true, complete and correct.

Date:		February 13, 1998				

Signature:	Jeffry B. Platt
Name/Title:	Jeffry B. Platt, General Counsel		

AUTHORIZED AS TO NEW YORK LIFE INSURANCE COMPANY 
HOLDINGS:

New York Life Insurance Company

Date:	February 13, 1998						

Signature:	James Agostisi	
Name/Title:	Director/Portfolio Manager	
					

Page 6 of 6 Pages