8-K

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: May 20, 2005

(Date of earliest event reported)

GENCOR INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

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)

Delaware	0-3821	59-0933147
(State or other jurisdiction of incorporated or organization)	Commission File Number	(I.R.S. Employer Identification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On May 23, 2005, Gencor Industries, Inc. issued a press release announcing its receipt of a cash distribution from its investees. A copy of the press release is attached as Exhibit 99.1.

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 8.01-Other Events.

The information set forth in Item 2.02 is incorporated herein by reference.

Item 9.01. Exhibits.

Exhibit No.	Item
99.1	Press Release dated May 23, 2005

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 thereunto duly authorized.

	GENCOR INDUSTRIES, INC.
May 23, 2005	By:	/s/ E.J. Elliott
		E.J. Elliott, Chairman and Chief Executive Officer
May 23, 2005	By:	/s/ Scott W. Runkel
		Scott W. Runkel, Chief Financial Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE: GENCOR RECEIVES CASH DISTRIBUTION FROM INVESTEES

May 23, 2005- Gencor Industries, Inc., previously announced its 45% interest in Carbontronics LLC and a 25% interest in Carbontronics Fuels LLC and Carbontronics II LLC which produce synthetic fuel. Net income arising from these investments is dependent upon tax credits generated as a result of synthetic fuel production, which is recorded as received. On Friday May 20, 2005, Gencor received $7.0 million in cash distributions from these investees for the first quarter of calendar year 2005.

These distributions are subject to state and Federal income taxes.

Future distributions from these partnerships depend upon whether the production of these operations will continue to qualify for tax credits under Section 29 of the Internal Revenue Code; the ability to economically produce and market synthetic fuel produced by the plants; future IRS reviews; and as well the world price of crude oil (as per the provisions of Section 29 of the Code, if the average price of crude oil reaches a certain level the tax credit will be phased-out or eliminated). Any one of the above or other eventualities may interrupt, reduce, or terminate further distributions.

Gencor Industries is a diversified heavy machinery manufacturer for the production of highway construction materials, synthetic fuels and environmental control machinery and equipment used in a variety of applications.

This press release may contain forward-looking statements, including but not limited to, statements regarding the future prospects of the Company and its stock. Such statements are subject to numerous risks and uncertainties, in addition to those discussed above, including but not limited to the continuing strength of the Company’s financial condition, and the Company’s ability to continue to generate positive operating results. 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, income from synthetic fuel tax credits, the health of the construction equipment market, global stability, our nation’s mobilization efforts, changes in domestic and international economic conditions, government regulation, political uncertainty in international markets, cyclical demand for the Company’s products, availability and cost of raw materials, changes in the competitive environment, and other factors from time to time contained in the Company’s reports filed with the SEC.