GENCOR INDUSTRIES INC
DEFC14A, 1996-08-07
CONSTRUCTION MACHINERY & EQUIP
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                          SCHEDULE 14A INFORMATION
              Proxy Statement Pursuant to Section 14(a) of the
                      Securities Exchange Act of 1934

Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]

Check the appropriate box:

[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by Rule
     14a-6(e)(2)
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting material Pursuant to Sec.240.141-11(C) or Sec.240.14a-12

                          Gencor Industries, Inc.              
               ------------------------------------------------
               (Name of Registrant as Specified In Its Charter)

                             Josef Ross                            
- -------------------------------------------------------------------

Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[ ]  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(I)(1), 14a-6(I)(2)
     or Item 22(a)(2) of Schedule 14A
[ ]  $500 per each party to the controversy pursuant to Exchange Act Rule
     14a-6(I)(3)
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(I)(4) and 0-
     11.
     1)   Title of each class of securities to which transaction applies:
          ________________________________
     2)   Aggregate number of securities to which transaction applies:
          ________________________________
     3)   Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
          the filing fee is calculated and state how it was determined):
          ________________________________
     4)   Proposed maximum aggregate value of transaction:
          ________________________________
     5)   Total fee paid:
          ________________________________
[ ]  Fee paid previously with preliminary materials.
[ ]  Check box if any part of the fee is offset as provided by Exchange Act
     Rule 0-11(a)(2) and identify the filing for which the offsetting fee
     was paid previously.  Identify the previous filing by registration
     statement number, or the Form or Schedule and the date of its filing.

     1)  Amount Previously Paid:____________
     2)  Form, Schedule or Registration Statement No.: __________
     3)  Filing Party ____________________________
     4)  Date Filed ________________________



                            PROXY STATEMENT FOR
                     ANNUAL MEETING OF SHAREHOLDERS OF
                         TO BE HELD AUGUST 14, 1996


     This Proxy Statement is furnished in connection with the Annual
Meeting of Shareholders of Gencor Industries, Inc. (the "Company" or
"Gencor") to be held on August 14, 1996 (the "Annual Meeting"), at 9:00
a.m., local time, at the corporate offices of Gencor Industries, Inc., 5201
North Orange Blossom Trail, Orlando, Florida.  A Form of Proxy and Request
for Legal Proxy accompany this Proxy Statement.  This Proxy Statement and
accompanying proxy and request for legal proxy are first being sent to
shareholders of the Company's Common Stock on or about August 7, 1996. 
Holders of Class B Stock are not being solicited.


                    SOLICITATION AND REVOCATION OF PROXY

     THIS PROXY STATEMENT IS FURNISHED IN CONNECTION WITH THE SOLICITATION
OF PROXIES BY JOSEF ROSS TO BE UTILIZED AT THE ANNUAL MEETING OF THE





<PAGE>



HOLDERS OF THE COMPANY'S COMMON STOCK, PAR VALUE $.10 PER SHARE, AND CLASS
B STOCK, PAR VALUE $.10 PER SHARE (HEREINAFTER REFERRED TO AS "COMMON
STOCK" AND "CLASS B STOCK," RESPECTIVELY) TO BE HELD AUGUST 14, 1996.
Execution of the enclosed proxy by a Gencor shareholder and delivery of the
proxy to Mr. Ross to be voted by him will revoke all prior proxies.  The
enclosed proxy may be revoked at any time before it is exercised by
attending and voting in person at the meeting, by giving written notice of
revocation to the Secretary of the Company prior to the taking of the vote
for which such proxy has been given, or by delivery to the Secretary of the
Company of a duly executed proxy bearing a later date.  Notice and delivery
shall occur upon actual receipt by the Secretary of the Company at its
principal offices.  The cost of soliciting proxies will be borne by Mr.
Ross, who has engaged an attorney for such purpose.  Mr. Ross estimates
that his cost of this proxy solicitation will not exceed $1,000; no
expenditures have been made as of the date hereof.  In addition to the use
of the mails, proxies may be solicited personally or by telephone or
telephone facsimile transmission by Mr. Ross.  All properly executed
unrevoked proxies received in time for the meeting will be voted as
specified.  The proxy may only be voted in accordance with the indication
made by the beneficial owner of the shares.  If no indication is made with
respect to a particular item, the proxies may not be voted with respect to
such item.



FOR STOCKHOLDERS WITH PHYSICAL POSSESSION OF THEIR CERTIFICATES, FILL OUT,
DATE AND SIGN THE PROXY AND RETURN IT TO MR. ROSS IN THE UPS OVERNIGHT
COURIER ENVELOPE PROVIDED.  IF YOUR STOCK IS HELD IN STREET NAME YOU MUST
                            ---------------------------------------------
ALSO DATE AND SIGN THE "REQUEST FOR LEGAL PROXY" FORM AND FAX IT TO YOUR
- ------------------------------------------------------------------------
BROKER.
- -------

                     HISTORY OF THE 1996 ANNUAL MEETING

     Gencor previously scheduled its 1996 annual shareholders meeting for
March 8, 1996 (the "March Annual Meeting"), and solicited proxies for that
meeting.  A dissident shareholder, Mr. Robert J. Stevens, had solicited
proxies to vote shares of Common Stock of the Company.  It was Mr. Stevens'
intention to nominate and vote for Mr. Robert D. Kashan as the director
elected by Gencor's Common Stockholders.  On the day of the scheduled
meeting a number of the Company's shareholders, its accountants, outside
counsel, and four of the five directors assembled for the meeting.  Some
informal discussion was held between certain holders of Common Stock and
various directors of the Company regarding the fact that Mr. Stevens had
solicited proxies.  Several minutes later the Company's Secretary announced
to those assembled for the meeting that a quorum of the Class B
stockholders was not in attendance and thus the March Annual Meeting would
not be held that day.  Approximately 88% of the Class B Stock is held by
Mr. E.J. Elliott, Chairman of the Board and Chief Executive Officer of the
Company.  The Company's Secretary, who is the son of Mr. Elliott, gave no
reason at that time for Mr. Elliott's absence from the March Annual
Meeting.  Mr. Ross believes that Mr. Elliott's absence from the March



<PAGE>



Annual Meeting was not in the best interest of Gencor's Common
Stockholders.  Gencor's management sent a letter, dated March 15, 1996, to
its shareholders.  The letter did not give a reason for Mr. E.J. Elliott's
absence from the March Annual Meeting.  It did state that Gencor's board of
directors would "attempt to reschedule a meeting in approximately 45 days,
or when a quorum in both classes of stock can be achieved."  That date
would have been approximately April 30, 1996.  Gencor's notice of meeting
for the new annual meeting of shareholders is dated July 5, 1996.


          INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

     This proxy solicitation is being made by Mr. Josef Ross.  Mr. Ross is
employed as the president of Universal Trav-ler Inc.  Mr. Ross' business
address is 359 Wales Avenue, Bronx, New York 10454.

     This proxy solicitation is being made to solicit proxies to elect Mr.
Robert D. Kashan as the Director of the Company elected by the Common
stockholders, to vote against management's proposal to increase the number
of authorized shares of Common Stock and Class B Stock of the Company, and
to vote to ratify the selection of Deloitte & Touche LLP as the auditors of
the Company.

     Robert Kashan is the president of Kashan Litho, Inc., a company
engaged in the commercial printing business.  Mr. Kashan and Kashan Litho
are located at 424 West 33rd Street, New York, New York 10001.  It is Mr.
Ross' belief that the holders of Common Stock would be better served by
choosing an independent voice to represent them on the Board of Directors
rather than being represented by the nominee of management.  It is also Mr.
Ross' belief that management's proposal to increase the number of
authorized shares should be rejected by the existing Common Stockholders as
not in their best interest at this time and potentially dilutive to  their
very limited current ability to exercise some degree of voting control over
the Company.  Mr. Ross notes that such dilution of voting control may also
occur if currently authorized but unissued shares are issued.  Because the
holders of Common Stock may elect only one of the Company's five directors
(the other directors being elected by the holders of the Company's Class B
Stock, which is controlled by Gencor's current management), the election of
Mr. Kashan would not effect a change of control over the Company.  Both Mr.
Ross and Mr. Kashan believe that the Company has not done enough to
maximize shareholder value.  Neither Mr. Ross nor Mr. Kashan has at this
time formulated specific strategies they wish the Company to pursue to
reach this goal.

     Mr. Ross is the record and beneficial owner of 63,975 shares of the
Company's Common Stock, 58,160 of which were purchased for cash and 5,815
of which were received as a stock dividend.  Mr. Kashan is the record and
beneficial owner of 26,850 shares of the Company's Common Stock which he
purchased (other than stock received as a dividend) in a margin account and
the beneficial owner of an additional 7,940 shares which were purchased
(other than stock received as a dividend) for cash by a pension plan for
Mr. Kashan's benefit.

     In the past two years Mr. Ross has entered into no purchase and sale
transactions in the Company's Common Stock.  Mr. Ross received a stock



<PAGE>



dividend of 5,815 shares of the Company's Common Stock on December 30,
1994.

     In the past two years Mr. Kashan and Hampton Offset Inc. Money
Purchase Plan ("Hampton"), a pension plan of which Mr. Kashan is the
beneficiary, have entered into the following purchase and sale transactions
in the Company's Common Stock.  All margin transactions were in Mr.
Kashan's account; all cash transactions were in Hampton's account.

     Date          Type      Amount    Cash/Margin       Price
     ----          ----      ------    -----------       -----
                                                     
Aug. 30, 1994      Buy       1,700        Cash            8 5/16
Sept. 1, 1994      Buy       1,500       Margin          10 3/4
Sept. 2, 1994      Buy       1,700        Cash           11 1/16
Sept. 28, 1994     Buy         500       Margin          12  1/2
Sept. 28, 1994     Buy       1,500       Margin          11  1/2
Oct. 17, 1994      Buy       3,000        Cash           13
Nov. 25, 1994      Buy       2,000        Cash           12  1/2
Dec. 30, 1994      Div.        540      Dividend            -
Dec. 30, 1994      Div.      2,350      Dividend            -

     With respect to the Company's March Annual Meeting, Mr. Ross, Mr.
Kashan and a pension plan controlled by Mr. Kashan gave a proxy to vote
their respective shares of Common Stock owned as of the record date to Mr.
Robert Stevens.  Neither Mr. Ross nor Mr. Kashan is, nor in the last year
was, a party to any other agreements, arrangements or understandings with
respect to Gencor, any Gencor affiliate or any Common or Class B Stock of
Gencor nor do they have any interest in any matter to be acted on at the
Annual Meeting other than their shareholdings disclosed herein.

     Harvey Houtkin and certain of his affiliates and relatives (and their
affiliates) file reports on Form 13D relating to their control, in the
aggregate, of 348,773 shares of the Company's Common Stock, equaling
approximately 26% of the Company's issued and outstanding Common Stock.
Mr. Houtkin is the President of All-Tech Investment Group, Inc. ("All-
Tech"), an NASD registered broker-dealer which makes a market in the
Company's Common Stock and many of whose customers own shares of the
Company's Common Stock.  Mr. Kashan and Mr. Ross are customers of All-Tech
as well as friends of Mr. Houtkin.  Neither Mr. Houtkin nor any of his
affiliates or relatives are participants in this proxy solicitation.


                             VOTING SECURITIES

     The Company's proxy statement dated July 5, 1996 (the "Company proxy
statement"), states that at the close of business on June 3, 1996, there
were 1,338,833 shares of Common Stock and 434,032 shares of Class B Stock
outstanding and entitled to vote at the Annual Meeting.  The Company proxy
statement does not indicate that such number of outstanding shares was
different on the record date for the meeting, July 1, 1996.  Mr. Ross has
presumed that it was not, although such may not be the case.  Mr. Ross
believes that Gencor's shareholders should have been informed in
management's proxy statement as to the number of shares outstanding on the
record date, especially in light of the fact that dissident proxies were
solicited for the March Annual Meeting.

     The holders of such shares are entitled to one vote for each share of
stock held by them on any matter to be presented at the Annual Meeting,



<PAGE>



including the election of Directors.  The holders of Common Stock and Class
B Stock will vote separately as a class on the election of Directors.  Only
shareholders of record at the close of business on July 1, 1996, are
entitled to vote at the Annual Meeting and any adjournment thereof.
Management has elected not to disclose in the Company proxy statement the
number of shares issued and outstanding on the record date, an action Mr.
Ross believes illustrates that management displays disregard for the
Company's public shareholders, that management is unwilling to share basic
information with its public shareholders, and that management desires to
exercise total control over the Company.  Management of the Company has
stated in its proxy statement that it expects that the Directors and
Executive Officers of the Company will vote for the nominees and proposals
shown in the Company proxy statement.  Mr. Ross intends to vote his shares
of Common Stock for the election of Mr. Robert D. Kashan as the director of
the Company elected by the Common Stockholders, against management's
proposal to increase the number of authorized shares of Common Stock and
Class B Stock, and for the ratification of Deloitte & Touche LLP as
auditors for the Company for the year ending September 30, 1996, and in his
discretion with respect to other matters which may come before the Annual
Meeting.  He will vote all shares of Common Stock with respect to which he
receives proxies pursuant to the instructions thereon.

     The presence at the Annual Meeting, in person or by proxy, of a
majority of the outstanding shares of Common Stock and Class B Stock will
constitute a quorum.  The affirmative vote of the holders of the majority
of shares of represented in person or by proxy at the Annual Meeting will
be required for any action to be approved and the affirmative vote of the
holders of the majority of shares of each class represented in person or by
proxy at the Annual Meeting for the directors to be elected by such class
of stock to be so elected.


                 PROPOSALS TO BE VOTED UPON BY SHAREHOLDERS

ELECTION OF DIRECTORS
- ---------------------

     The Company's Certificate of Incorporation provides that 75%
(calculated to the nearest whole number, rounding a fractional number of
five-tenths (.5) to the next highest whole number) of the members of the
Board shall be elected by Class B stockholders, voting separately as a
class.  The Company stated in the Company proxy statement that it
anticipates that the Class B Directors will be elected.

     The Company proxy statement states that pursuant to the Company's
Bylaws, the Board of Directors has fixed the number of Directors at five.
The Board of Directors of the Company selected the following four persons,
each of whom is serving as a Director currently, as nominees for election
as Directors of the Company by the Class B shareholders, to serve until his
respective successor has been elected and qualified, or until such
individual's earlier resignation or removal:

     E.J. Elliott
     Constantine L. Corpas
     John E. Elliott
     Peter Kourmolis

     The affirmative vote of shareholders holding a majority of the
Company's issued and outstanding Class B Stock in attendance at the



<PAGE>



meeting, either in person or by proxy, is required to approve this
proposal.  Abstentions, broker votes not specifically authorized by the
beneficial owner of the stock and broker non-votes will have no effect.

     THE FIFTH DIRECTOR OF THE COMPANY IS ELECTED BY THE COMMON
STOCKHOLDERS.  MR. ROSS, WHO IS SOLICITING PROXIES HEREBY, INTENDS TO
NOMINATE AND VOTE HIS SHARES OF COMMON STOCK FOR THE ELECTION OF ROBERT D.
                                             ---
KASHAN AS THE DIRECTOR OF THE COMPANY ELECTED BY THE COMMON SHAREHOLDERS
AND NOT FOR THE PERSON NOMINATED BY THE COMPANY'S MANAGEMENT.  MR. ROSS
WILL ALSO VOTE ALL SHARES FOR WHICH HE RECEIVES PROXIES PURSUANT TO THE
INSTRUCTIONS INDICATED THEREON.  MR. KASHAN IS WILLING TO SERVE AS A
DIRECTOR OF THE COMPANY.

     The affirmative vote of shareholders holding a majority of the
Company's issued and outstanding Common Stock in attendance at the meeting,
either in person or by proxy, is required to elect Mr. Kashan.  Abstentions
and broker non-votes will have no effect.  The Director elected by the
Common Shareholders shall serve until his successor has been elected and
qualified, or until his earlier resignation or removal.

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
- -----------------------------------------------

     Set forth below is information regarding Robert D. Kashan, whom Mr.
Ross intends to nominate to serve as the Director of the Company elected by
the Common Shareholders:

                           Principal Occupation      Director of
Name, Age and Position   and Business Experience       Company
Held with the Company    During Past Five Years         Since
- -------------------------------------------------------------------

Robert D. Kashan, 42     President, Kashan           Not currently
                         Litho, Inc. for 13 years    a Director

     Mr. Kashan has agreed with Mr. Ross that if Mr. Ross nominates Mr.
Kashan as a Director of the Company, and Mr. Kashan is elected to serve,
Mr. Kashan will serve in such capacity until his successor is elected and
shall have qualified.

     Neither Mr. Kashan, Mr. Ross nor any of their respective affiliates
have transacted any business with or received any consideration from the
Company other than the stock dividend declared on the Company's Common
Stock, or entered into any business relationship with or concerning the
Company.

PROPOSED AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO
INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK AND CLASS B  STOCK
                                                                     -------
- ----------------------------------------------------------------

     Management has proposed to amend the Company's Certificate of
Incorporation to triple the number of authorized shares of Common Stock
which the Company could issue from five million to 15 million shares and to
double the number of authorized shares of Class B Stock from 3,000,000 to
6,000,000 shares.  Management indicates that the purposes for which it
might issue such additional authorized stock include acquiring another
business, facilitating stock dividends and stock splits, providing for
possible future financings and issuing additional shares as an incentive to
employees.  Mr. Ross believes that it would be unwise to give such a



<PAGE>



broad blank check to management and believes that because the vast majority
of currently authorized stock is unissued, sufficient numbers of shares are
currently authorized for most transactions.  Of the currently authorized
stock, only 1,338,833 of the five million authorized shares of Common Stock
are outstanding and only 434,032 of the 3,000,000 authorized shares of
Class B Stock are outstanding.  None of the 300,000 authorized shares of
Preferred Stock has been issued.  Management has stated that it is not
currently considering action with respect to any of its stated purposes.
Thus, Mr. Ross believes that unless the Company plans to acquire a business
materially larger than itself, plans an extremely large financing or plans
to issue an extremely substantial number of shares to its management, such
additional authorized stock would appear to be unnecessary.  Mr. Ross
believes that it would be wiser for the Common Stockholders to preserve the
right to vote on any transaction involving the issuance of more shares of
the Company's stock than, at the time of such transaction, are authorized
but unissued.  For example, if the Company were to acquire a company much
larger than itself for a consideration of 4,000,000 shares of Common Stock
(more than three times the number of shares of Common Stock currently
outstanding), the nature of the Company and its business could change
substantially.  By requiring the Company to seek shareholder approval in
connection with such a transaction (which the Company would not have to do
if sufficient shares were authorized but unissued), the holders of Common
Stock may be able to preserve the right to vote on the transaction itself.
Under Delaware law shareholders  do not have the right to vote on
acquisitions of another business, unless a merger is contemplated, nor do
they have the right to vote on financings, stock dividends or issuances.
With respect to the other purposes for which management suggests it could
issue newly authorized stock, Mr. Ross believes that splitting the stock or
issuing a stock dividend, in light of the fact that the price of the Common
Stock at the present time is only $10 3/8 per share, would be unwise in the
foreseeable future unless preceded by a significant rise in the price of
the stock.  Were the Company to determine to obtain financing, Mr. Ross
believes a more than adequate amount of authorized but unissued stock is
currently available for such purpose.  Mr. Ross also believes that more
than an adequate amount of authorized but unissued stock is available for
the purpose of issuing additional shares to management.  Finally, because
Mr. Ross believes that management has failed to maximize shareholder value,
he believes that approval of manaagement's proposal to authorize additional
shares would appear to be unwarranted at this time.

RATIFICATION OF SELECTION OF AUDITORS
- -------------------------------------

     The Company's Board of Directors has recommended in the Company proxy
statement that shareholders ratify and approve the Company's selection of
Deloitte and Touche LLP at the 1996 Annual Meeting.  Mr. Ross intends to
vote his shares for such proposal.  He will vote shares with respect to
which he receives a proxy in accordance with the instructions of the
beneficial owner of such shares.

OTHER BUSINESS
- --------------

     The Company proxy statement states that the Company's Board of
Directors knows of no business which will be presented for action at the
Annual Meeting other than as set forth in its Proxy Statement, but if any
other matters properly come before the meeting, it is the intention of the
persons named in the Company's proxy to vote on such matters in accordance
with their best judgment.  Mr. Ross knows of no business which will be
presented for action at the Annual Meeting other than as set forth in this



<PAGE>



Proxy Statement, but if any other matters properly come before the meeting,
it is his intention to vote his shares on such matters in accordance with
his best judgment.


                           SHAREHOLDER PROPOSALS

     The Company proxy statement states that any proposal of a shareholder
intended to be presented at the Company's 1997 Annual Meeting of
Shareholders must be received by the President of the Company for possible
inclusion in the Company's Proxy Statement, and notice of meeting relating
to that meeting by October 18, 1996.  Shareholder proposals must be made in
compliance with the applicable legal requirements promulgated by the
Securities and Exchange Commission and be furnished to the President by
certified mail, return receipt requested.

YOU ARE URGED TO SIGN AND RETURN YOUR PROXY PROMPTLY TO MAKE CERTAIN YOUR
SHARES WILL BE VOTED BY MR. ROSS AT THE 1996 ANNUAL MEETING.  FOR YOUR
CONVENIENCE, A RETURN ENVELOPE IS ENCLOSED HEREWITH.  IF YOUR STOCK IS HELD
                                                      ---------------------
IN STREET NAME, YOU MUST ALSO FILL OUT THE REQUEST FOR LEGAL PROXY FORM AND
- ---------------------------------------------------------------------------
SEND IT BY TELEPHONE FACSIMILE TO YOUR BROKER.
- ---------------------------------------------

Bronx, New York
August 7, 1996                          Josef Ross



                                     7

                THIS PROXY IS BEING SOLICITED BY JOSEF ROSS

         Annual Meeting of Shareholders of Gencor Industries, Inc.
         ---------------------------------------------------------

Instructions:
- -------------

This proxy is for holders of Common Stock only.  Complete this form by
checking the appropriate boxes, signing below on the right and indicating
the date below on the left.  If you do not date and sign the form, your
vote may be declared invalid.  Please mark your choices clearly.


Vote for, against or withhold vote for Robert D. Kashan as Director elected
by the Common Shareholders:

[  ]  FOR      [  ]  AGAINST       [  ]  ABSTAIN


Vote for, against or withhold vote to approve the amendment to the
Company's certificate of incorporation to increase the number of authorized
shares of Common and Class B Stock:

[  ]  FOR      [  ]  AGAINST       [  ]  ABSTAIN

Vote for, against or withhold vote to ratify selections of Deloitte &
Touche LLP as auditors for the Company:

[  ]  FOR      [  ]  AGAINST       [  ]  ABSTAIN

Discretionary authority to vote with respect to any other matters which may
come before the meeting:



<PAGE>



[  ]  FOR      [  ]  AGAINST       [  ]  ABSTAIN

The undersigned hereby appoints Josef Ross as proxy, with the power to
appoint his substitute, to represent and vote all shares of Common Stock of
and on behalf of the undersigned as designated above at the Annual Meeting
of Shareholders of Gencor Industries, Inc. to be held August 14, 1996, and
any adjournments thereof, with all powers the undersigned would possess if
personally present and voting at such meeting.

This proxy, when properly executed, will be voted in the manner directed on
this proxy by the undersigned shareholder.  Please sign exactly as your
                                            ---------------------------
name appears hereon.  If shares are held in the name of two persons, all
- -------------------   --------------------------------------------------
must sign.  If the signer is a corporation, sign full corporate name by
- -----------------------------------------------------------------------
duly authorized officer.
- ------------------------

DATE_______________           ----------------------------
                                      SIGNATURE

                              ----------------------------
                               SIGNATURE IF HELD JOINTLY



                          REQUEST FOR LEGAL PROXY
                          -----------------------


IF YOUR STOCK IS HELD IN STREET NAME AT A BROKERAGE HOUSE, IN ADDITION TO
- -------------------------------------------------------------------------
FILLING OUT THE FORM OF PROXY ON THE PREVIOUS PAGE AND RETURNING IT TO MR.
- --------------------------------------------------------------------------
ROSS, PLEASE SIGN THIS FORM AT THE BOTTOM OF THE PAGE AND SEND IT BY
- --------------------------------------------------------------------
FACSIMILE TRANSMISSION TO YOUR BROKER AT THE BROKERAGE FIRM WHERE YOU HAVE
- --------------------------------------------------------------------------
YOUR ACCOUNT.
- -------------

PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS.  IF STOCK IS HELD BY TWO OR
MORE PERSONS, BOTH MUST SIGN.  IF STOCK IS HELD BY A CORPORATION, SIGN FULL
CORPORATE NAME BY DULY AUTHORIZED OFFICER.



                                   August   , 1996

[Name and address of
broker/dealer]


          Re:  Gencor Industries, Inc./ CUSIP # 368-678-108
               --------------------------------------------

Gentlemen/Ladies:

     At the close of business on July 1, 1996, the record date for the
annual meeting of shareholders (the "Annual Meeting") of Gencor Industries,
Inc. ("Gencor") the following person was the beneficial owner of the number
of shares indicated standing in street name at your firm:



<PAGE>



Name of Shareholder:

Acct No:

Number of Shares:

I wish to appoint Josef Ross as my proxy to vote the foregoing shares at
the Annual Meeting.  Please forward a legal proxy to him by overnight
delivery to the following address:



                                   Very truly yours,


                                   ------------------------------
                                        Signature


                                   ------------------------------
                                     Signature if held jointly





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