As filed with the Securities and Exchange Commission 
                           on February 17, 1995

                              Registration Statement No. 33-57531 
=================================================================
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549                  
                                  


                      POST-EFFECTIVE AMENDMENT NO. 1
                                    TO
                                 FORM S-3
                          REGISTRATION STATEMENT
                                  UNDER
                        THE SECURITIES ACT OF 1933

                                                   


                         MARK IV INDUSTRIES, INC.
          (Exact name of registrant as specified in its charter)
        DELAWARE                              23-1733979
  (State or other jurisdiction              (I.R.S. employer
  of incorporation or organization)       identification number)

                      501 JOHN JAMES AUDUBON PARKWAY
                               P.O. BOX 810
                       AMHERST, NEW YORK 14226-0810
                              (716) 689-4972
           (Address, including zip code, and telephone number,
      including area code, of registrant's principal executive    
                           offices)

                           WILLIAM P. MONTAGUE
                         EXECUTIVE VICE PRESIDENT
                         Mark IV Industries, Inc.
                      501 John James Audubon Parkway
                               P.O. Box 810
                       Amherst, New York 14226-0810
                              (716) 689-4972

        (Name, address, including zip code, and telephone number,
                including area code, of agent for service)

                           --------------------
                                COPIES TO:

                         DAVID L. FINKELMAN, ESQ.
                        STROOCK & STROOCK & LAVAN
                           Seven Hanover Square
                             New York, N.Y. 
                                10004-2696

                          GERALD S. LIPPES, ESQ.
                           LIPPES, SILVERSTEIN,
                             MATHIAS & WEXLER
                          700 Guaranty Building
                             28 Church Street
                              Buffalo, N.Y. 
                                14202-3950

                            ROGER KIMMEL, ESQ.
                             LATHAM & WATKINS
                            855 Third Avenue 
                           New York, N.Y. 10022
   
================================================================




             WITHDRAWAL OF SHARES FROM REGISTRATION.

     The Registrant, by this Post-Effective Amendment No. 1 to
its Registration Statement on Form S-3 (Registration No. 33-
57531) (the "Registration Statement"),  withdraws from
registration under the Securities Act of 1933, as amended, all
of the 2,260,125 shares of the Registrant's Common Stock, $.01
par value (the "Common Stock"), which were the subject of the
Registration Statement.


                      REASON FOR WITHDRAWAL

     The Registration Statement registered a maximum of
2,260,125 shares of Common Stock issuable by the Registrant to
Bear, Stearns & Co. Inc. (the "Purchaser") pursuant to an
arrangement whereby the Purchaser agreed to purchase from the
Company the shares of Common Stock that otherwise would have
been delivered upon conversion of the $37,478,000 aggregate
principal amount of the Registrant's 6-1/4% Convertible
Subordinated Debentures due February 15, 2007 (the "Debentures")
outstanding as of the close of business on January 31, 1995
(other than the $5,000,000 principal amount thereof held by the
Mark IV Industries, Inc. and Subsidiaries Employees' Retirement
Income Fund).

     Subsequent to the announcement by the Registrant of the
intended redemption of the Debentures, $37,463,000 aggregate
principal amount of Debentures were surrendered for conversion
and, at the close of business on February 15, 1995, there
remained outstanding $15,000 aggregate principal amount of
Debentures (the "Remaining Debentures").  On February 16, 1995,
the Registrant and the Purchaser agreed that the Registrant
would redeem the Remaining Debentures using its own funds and
that no shares of Common Stock would be issued to the Purchaser
pursuant to the Registration Statement.  Accordingly, the
Registrant hereby withdraws from registration the 2,260,125
shares of Common Stock that were originally subject to the
Registration Statement but were not issued to the Purchaser
pursuant to the standby arrangement.

                            SIGNATURE

     Pursuant to Rule 478(a)(4) of the General Rules and
Regulations under the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form S-3 (Registration No. 33-57531) has been
signed by the Agent for Service designated therein, on February
17, 1995.

                              MARK IV INDUSTRIES, INC.



                              BY:/s/ WILLIAM P. MONTAGUE
                                 -----------------------
                                   William P. Montague
                                   Agent For Service