MARK IV Industries Prices $275 Million
Of Convertible Subordinated Notes

Amherst, New York - October 24, 1997 -- Mark IV Industries, Inc. (NYSE:IV) announced today it had priced $275 million principal amount of Convertible Subordinated Notes. The offering was made in reliance on Rule 144A and other registration exemptions under the Securities Act of 1933, as amended, to institutional investors.

The Notes will bear interest at an annual rate of 4-3/4%, will be convertible into Mark IV Common Stock at a price of $32.8125 per share, subject to anti-dilution adjustments, will be unsecured obligations subordinated to senior indebtedness of the Company and will mature on November 1, 2004. The Notes will be non-callable for three years. In addition, the Company granted the initial purchaser a 30-day option to purchase an additional $41,250,000 of Notes solely to cover over-allotments.

Mark IV intends to use the net proceeds from the transaction to refinance its outstanding $258 million principal amount of 8-3/4% Senior Subordinated Notes due April 1, 2003 through repurchases or the redemption or defeasance or other retirement thereof, depending upon prevailing market conditions, prices for such securities and other relevant factors.

The Notes and the underlying Common Stock have not been registered under the Securities Act of 1993, as amended, or any securities laws of any state or other jurisdiction and may be offered or sold in the United States or any state or other jurisdiction absent registration or an applicable exemption from registration requirements.

Mark IV Industries is a $2.1 billion global manufacturing company headquartered in the Buffalo suburb of Amherst, New York, employing approximately 16,200 people worldwide. The company's core technologies include power transmission, fluid transfer and filtration systems and components for global industrial and automotive markets.

This announcement is neither an offer to sell nor a solicitation of an offer to buy the Notes. This announcement contains information about pending transactions and there can be no assurance that these transactions will be completed.