Mark IV Industries Exchange
Offer Accepted By Holders
of 100 Percent of 7-1/2 Percent
Senior Subordinated Notes Due 2007

Amherst, New York, December 16, 1997 -- Mark IV Industries, Inc. (NYSE: IV) announced today that 100% of the $2540 million aggregate principal amount of its 7-1/2% Senior Subordinated Notes due September 1, 2007 which were issued and sold on August 11, 1997 in a transaction exempt from registration under the Securities Act of 1933 were tendered prior to the December 15, 1997 expiration of Mark IV's offer to the holders of such Notes to exchange, for each $1,000 principal amount of outstanding Notes, $1,000 principal amount of Mark IV;s 7-1/2% Senior Subordinated Notes due September 1, 2007 which have been registered under the Securities Act. The tendered Notes include $2 million principal amount of Notes subject to guarantees of delivery.

the new Notes issued in the Exchange Offer have substantially the same terms and conditions as the unregistered Notes, except that the new Notes are not subject to the restrictions on resale or transfer which applied to the unregistered Notes.

Mark IV Industries, Inc., is a $2.2 billion global manufacturing company headquartered in the Buffalo suburb of Amherst, New York, employing 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.