Filed Pursuant to Rule 424(b)(3)
                                       Registration Statement File No. 333-77253

                          PROSPECTUS SUPPLEMENT NO. 1
                             DATED OCTOBER 21, 1999
                                       TO
                      PROSPECTUS DATED SEPTEMBER 23, 1999

                              TOKHEIM CORPORATION

   This prospectus supplement supplements the prospectus dated September 23,
1999 relating to Tokheim's exchange offer for $123,000,000 11 3/8% senior
subordinated notes due 2008 and (Euro)75,000,000 11 3/8% senior subordinated
notes due 2008. You should read this prospectus supplement in conjunction with
the prospectus dated September 23, 1999, and this prospectus supplement is
qualified by reference to the prospectus, except to the extent that the
information in this prospectus supplement supplements the information in the
prospectus.

Recent Developments

   On October 15, 1999, we filed with the SEC a Quarterly Report on Form 10-Q
for the quarter ended August 31, 1999. On October 18, 1999, we issued a press
release summarizing our results for the quarter ended August 31, 1999. We have
reproduced the press release below:

  "FORT WAYNE, Ind.--(BUSINESS WIRE)--Oct. 18, 1999--Tokheim Corporation
  (NYSE:TOK) today reported a loss before merger and acquisition (M&A) costs
  and other unusual items of $4.2 million, equal to $0.32 loss per diluted
  share, for its fiscal third quarter ended August 31, 1999 on sales of
  $169.2 million. In the year ago fiscal third quarter, the company earned
  $3.2 million, or $0.21 earnings per diluted share.

  Earnings before interest, taxes, depreciation and amortization (EBITDA) for
  the fiscal 1999 third quarter were $15.4 million compared to $9.5 million
  reported a year ago. The 1999 and 1998 period results are not directly
  comparable because of the financial effect of the acquisition of the RPS
  business on September 30, 1998.

  As previously announced, the company's revenues in the fiscal 1999 third
  quarter period were adversely affected by the merger activity taking place
  among the major oil companies (MOCs), which has resulted in a decrease in
  levels of capital expenditure, particularly in emerging markets where
  Tokheim has a strong presence. Increased demand from jobbers and
  independents in domestic markets had some offsetting effect on this broader
  trend. The major ameliorating effect on the MOC impact has been the
  synergies being achieved by the company in the RPS/Tokheim integration
  initiative. These synergies, which are being realized both ahead of
  schedule and in excess of the company's originally targeted amounts, and
  are reflected in the sharp increase in earnings before interest,
  depreciation and amortization (EBITDA), have allowed the company to
  materially reduce the overall cost structure of the combined
  Sofitam/RPS/Tokheim companies. In light of industry conditions, the company
  stated it has further accelerated the RPS integration and has instituted a
  series of immediate additional cost reduction measures.

  As also reported in the company's October 11th release, the oil industry
  merger activity, and the resulting dislocation caused by the MOCs post-
  merger integration activities, has continued into Tokheim's traditionally
  strongest fiscal fourth quarter, which ends November 30th. As such, the
  associated sales slowdown will adversely affect the level of fiscal fourth
  quarter earnings and is expected to cause the company to report a loss,
  before merger and acquisition costs and other unusual items, and
  extraordinary loss on debt extinguishment, for the full 1999 fiscal year of
  between approximately $11 million to $12 million, or approximately $0.88 to
  $0.95 loss per diluted share. For the fiscal year ended November 30,


  1998, the company earned $9.9 million, or $0.69 earnings per diluted share,
  before merger and acquisition costs and other unusual items on sales of
  $466.4 million.

  Earnings before interest, taxes, depreciation and amortization (EBITDA) for
  the 1999 fiscal year are expected to be in the range of approximately $65
  million to $66 million compared to $43.7 million reported for the prior
  fiscal year. The 1998 and 1999 periods are not directly comparable because
  of the acquisition of the RPS business.

  While the merger activity in the MOC marketplace is expected to continue
  into next year, the company reiterated it believes that, once completed,
  the merged oil companies will resume their customary capital spending
  programs, including those for downstream fuel dispensing equipment. Tokheim
  also believes that it is well positioned to accommodate those programs on a
  global basis. In the interim, Tokheim is gaining important inroads into the
  MOC market, underscoring the strategic global strengths achieved by the
  Sofitam and RPS acquisitions. The company has recently entered into a
  three-year contract to supply the majority of the dispenser needs of the
  merged BP Amoco in the US, Europe, Mexico and Venezuela; signed a contract
  with Repsol-YPF to supply its stations in Spain, Portugal and Latin
  America; signed a contract with Total Fina to serve as its primary supplier
  and was awarded the latest Deltaven (Venezuela) tender for dispensers in
  that country. The company said that the product offerings underlying these
  new business initiatives are part of the reason for its having been named
  "Manufacturer of the Year", for an unprecedented second year in a row, by
  the Petroleum Equipment Institute at its annual convention held in Toronto
  earlier this month.

  The Company also announced that it had received waivers relating to its
  covenant defaults in the quarter and had amended its covenants for future
  periods. In connection with amending the credit agreement, the Company has
  agreed to obtain $50.0 million by issuing new equity type securities for
  the purpose of repaying bank debt on or before January 25, 2000. The
  Company believes that it can obtain such additional equity, or complete
  alternative refinancing arrangements.

  Tokheim Corporation, based in Fort Wayne, Indiana, has grown to become the
  world's largest producer of petroleum dispensing devices. Tokheim
  manufactures and services electronic and mechanical petroleum dispensing
  systems. These systems include petroleum dispenser and pumps, retail
  automation systems (such as point-of-sale systems), dispenser payment or
  "pay-at-the-pump" terminals, replacement parts and upgrade kits.

  Certain statements in this release, including statements containing the
  words "believes," "anticipates," "expects" and words of similar import,
  constitute "forward-looking statements" within the meaning of the Private
  Securities Litigation Reform Act of 1995. These statements involve known
  and unknown risks that may cause the actual results of the company to
  differ materially from any results expressed or implied by the forward-
  looking statements. These risks include: increases in the company's cost of
  borrowing or a default under any material debt agreement; inability to
  achieve anticipated cost savings or revenue growth; dependence on the
  retail petroleum industry; failure to successfully integrate acquisitions;
  inability to forecast or achieve future operating results; fluctuations in
  exchange rates among various foreign currencies; costs in adjusting to the
  Euro; competition; inability to protect proprietary technology or to
  integrate new technologies; changes in business strategy or development
  plans; business disruptions; changed economic conditions, especially in
  particular markets in which the company competes; lack of funds for capital
  expenditures or R&D; changed demand for new products; changes in, or
  failure of the company to comply with, governmental, environmental or other
  regulations; loss of key management; adverse publicity; contingent claims
  asserted against the company; loss of significant customers or suppliers;
  and "Year 2000" problems of the company or its customers, suppliers or
  resellers. Given these uncertainties, investors are cautioned not to unduly
  rely on such forward-looking statements. The company disclaims any
  obligation to update any such factors or to announce publicly the result of
  any revisions to any of the forward-looking statements contained in this
  release to reflect future events or developments.

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                      TOKHEIM CORPORATION AND SUBSIDIARIES

                  CONSOLIDATED CONDENSED STATEMENT OF EARNINGS
                (Amounts in thousands except amounts per share)



                                           Three Months
                                               Ended         Nine Months Ended
                                         ------------------  ------------------
                                          August    August    August    August
                                         31, 1999  31, 1998  31, 1999  31, 1998
                                         --------  --------  --------  --------
                                            (UNAUDITED)         (UNAUDITED)
                                                           
NET SALES..............................  $169,170  $101,492  $512,374  $291,997
Cost of sales, exclusive of items
 listed below..........................   128,927    73,782   393,999   213,975
Selling, general, and administrative
 expenses..............................    25,023    18,298    78,729    53,192
Depreciation and amortization..........     6,319     2,681    19,279     7,799
Merger and acquisition costs and other
 unusual items.........................     1,292       263     6,115     6,596
                                         --------  --------  --------  --------
      Operating profit.................     7,609     6,468    14,252    10,435
                                         --------  --------  --------  --------
Interest expense, net..................    13,279     2,549    37,944     9,882
Foreign currency (gain) loss...........      (483)      (33)    2,372      (813)
Minority interest......................        (2)      227        88       289
Other (income), net....................       261       (54)   (1,048)     (332)
                                         --------  --------  --------  --------
Earnings (loss) before income taxes and
 extraordinary item....................    (5,446)    3,779   (25,104)    1,409
Income taxes...........................         2       850      (480)    1,658
                                         --------  --------  --------  --------
Earnings (loss) before extraordinary
 item..................................    (5,448)    2,929   (24,624)     (249)
Extraordinary loss on debt
 extinguishment........................       --        --     (6,249)   (4,965)
                                         --------  --------  --------  --------
      NET EARNINGS (LOSS)..............  $ (5,448) $  2,929  $(30,873) $ (5,214)
                                         ========  ========  ========  ========
Preferred stock dividends..............      (376)     (370) $ (1,124) $ (1,113)
Earnings (loss) applicable to common
 stock.................................  $ (5,824) $  2,559  $(31,997) $ (6,327)
Earnings (loss) per common share:
  Basic:
    Before extraordinary loss..........  $  (0.46) $   0.20  $  (2.03) $  (0.12)
    Extraordinary loss on debt
     extinguishment....................       --        --      (0.49)    (0.45)
                                         --------  --------  --------  --------
    Net earnings (loss)................  $  (0.46) $   0.20  $  (2.52) $  (0.57)
                                         ========  ========  ========  ========
    Weighted average shares
     outstanding.......................    12,670    12,631    12,667    10,925
  Diluted:
    Before extraordinary loss..........  $  (0.46) $   0.19  $  (2.03) $  (0.12)
    Extraordinary loss on debt
     extinguishment....................       --        --      (0.49)    (0.45)
                                         --------  --------  --------  --------
    Net earnings (loss)................  $  (0.46) $   0.19  $  (2.52) $  (0.57)
                                         ========  ========  ========  ========
    Weighted average shares
     outstanding.......................    12,670    13,618    12,667    10,925
Diluted earnings (loss) per share
 before merger and acquisition costs
 and other unusual items and
 extraordinary loss....................  $  (0.32) $   0.21  $  (1.42) $   0.44
                                         ========  ========  ========  ========
                                           14,290    13,618    13,864    11,942
EBITDA (as defined)....................  $ 15,442  $  9,499  $ 38,322  $ 25,975"
                                         ========  ========  ========  ========


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