IMO INDUSTRIES INC
8-K, 1998-02-03
GENERAL INDUSTRIAL MACHINERY & EQUIPMENT
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                          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(Date of earliest event reported): February 3, 1998
                                                (February 2, 1998)




                      Imo Industries Inc.
     (Exact name of registrant as specified in its charter)




          Delaware                      1-9294                  21-0733751
(State or other jurisdiction    (Commission File Number)      (IRS Employer
      of incorporation)                                  Identification Number)


                     1009 Lenox Drive,                    
            Building Four West, Lawrenceville, NJ          08648-0550
          (Address  of principal executive  offices)       (Zip Code)


        Registrant's telephone number, including area code: (804)560-4070


                              Not Applicable
                     (Former name or former address,
                      if changed since last report)



Item 5.  Other Events.

In a press release dated February 2, 1998, the Registrant
announced that it had entered into an agreement to sell its
Roltra Morse S.p.A. subsidiary to Magna International Inc.

The information set forth in this Item 5 is qualified in its
entirety by reference to the Registrant's press release
announcing such information, which is filed herewith as an
exhibit.


Item 7.  Financial Statements, Pro Forma Information and Exhibits.

     
     (c)  Exhibits

     99.1 Press release dated February 2, 1998, issued by the Registrant.

     
     
                           SIGNATURE


Pursuant to the requirements of the Securities and Exchange Act
of 1934, Registrant has duly caused this Report to be signed on
its behalf by the undersigned hereunto duly authorized.


                                   IMO INDUSTRIES INC.



Date: February 3, 1998             By:   /s/ John A. Young
                                         John A. Young
                                         Vice President and
                                         Chief Financial Officer
                                     







FOR IMMEDIATE RELEASE                           Contact: John Young
                                                Chief Financial Officer
                                                (804) 560-4070
                                                            
                              
  Imo Industries Announces Sale of Roltra Morse Subsidiary
                   To Magna International
                              

Lawrenceville,  NJ, February 2, 1998 - Imo  Industries  Inc.
(NYSE:  IMD)  announced today that it had  entered  into  an
agreement  to  sell  its Roltra Morse S.p.A.  subsidiary  to
Magna International Inc. (TSE: MG.A, MG.B;  ME: MG.A;  NYSE:
MGA).

Roltra  Morse  is  a  manufacturer of automotive  components
based  in  Turin,  Italy.  Roltra Morse's  products  include
latches,  window regulators, cable systems  and  gear  shift
mechanisms.  Manufacturing operations are located in Altare,
Pisa and Pozilli, Italy and Sosnowiec, Poland.  Roltra Morse
also  maintains joint venture operations in Belo  Horizonte,
Brazil and Istanbul, Turkey.

Imo Chairman and Chief Executive Officer, Philip W. Knisely,
commented,  "We  are  pleased that  an  agreement  has  been
reached   to  sell  Roltra  Morse  to  Magna  International.
Magna's position as a global leader in automotive components
should  bring  a great deal of value to Roltra's  customers,
associates and other stakeholders."

Terms  of the transaction, which is expected to close during
the  First Quarter of 1998, were not disclosed.  Schroder  &
Co. advised Imo on the transaction.

Imo  Industries  is a leading manufacturer of  pumps,  power
transmission components and remote control systems.



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