SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: March 28, 2001
(Date of earliest event reported)
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GENCOR INDUSTRIES, INC.
(exact name of registrant as specified in its charter)

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Delaware 0-3821 59-0933147
(State or other (Commission File Number) (IRS Employer jurisdiction of
Identification Incorporation or No.) organization)


5201 NORTH ORANGE BLOSSOM TRAIL, ORLANDO, FLORIDA 32810

(Address of principal executive offices, zip code)
(407) 290-6000
(Registrant's telephone number, including area code)


ITEM 5. OTHER EVENTS

Gencor Industries, Inc., Orlando based manufacturer of industrial process
machinery, announced today that it has reached an agreement in principle.



with its lender group for the long term refinancing of the Company, and a
consensual plan of reorganization. The terms of the agreement are considered by
management to be favorable in all aspects to the Company, and will facilitate
its early emergence from Chapter 11. The final agreement will be incorporated
into a consensual plan to be presented to the Court next week.

Additionally, the Company announced today that a buyer has been selected and a
final contract executed for the sale of its CPM Group which manufactures
machinery primarily for the production of animal feed. The Court has approved
the sale procedures and the Company expects the sale to close before May 30,
2001.

The Company considers these two events to be significant achievements in its
efforts to reorganize the business around the construction equipment markets,
which have been Gencor's primary business for the last 30 years. Management is
extremely pleased that it was able to strike a mutually beneficial arrangement
for the Company and it's lenders, but more importantly, that the agreement will
be of great benefit to customers, vendors, and shareholders. "Under the
consensual plan, the Company, on closing of the CPM sale will reduce its secured
debt to less than $40 million from approximately $112 million less than a year
ago. Such a plan is possible because the Lenders are adequately secured and the
Company is enjoying good business and profitability". Under the consensual plan,
which is subject to final Court approval, the Company's lenders and vendors will
be paid in full over time without dilution to shareholder's equity.

Gencore Industries designs, manufactures and markets process machinery for the
transportation, food and energy production industries. Products include
machinery for the production of highway construction material, palletized animal
feeds, edible oils, sugar, citrus juices, synthetic fuels and bio-mass energy
as well as fuel refining and distilling equipment.

Information contained in the press release, other than historical information,
may be considered forward-looking in nature. As such it is based upon certain
assumptions and is subject to various risks and uncertainties, which may not be
controllable, and which may cause actual results to differ materially from those
contained in any forward-looking statements. Among the assumptions are those
relating to the closing of the sale of the CPM Group, the approval by the Court
of the consensual plan, and the repayment of obligations in accordance with the
consensual plan.


Further, there are risks and uncertainties associated with the Company's
business and its industry generally, some of which are beyond the Company's
control, and which include but are not limited to the robust nature of the
construction equipment industry market, changes in domestic and international
economic conditions and government regulation, political uncertainty in
international markets where the Company does business, cyclical demand for the
Company's products availability and cost of raw materials, demand for the
Company's products and changes in the competitive environment. To the extent
that any assumptions inherent herein prove to be incorrect, or risks and
uncertainties develop that cause actual results to differ materially from those
contained in any forward-looking statements, the Company could be adversely
affected.


SIGNATURES

Pursuant to the requirement 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.

GENCOR INDUSTRIES, INC.

(Registrant)

Date: April 10, 2001 By:   /s/ John E. Elliott
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John E. Elliott

Executive Vice President