8-K

         

                                  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): May 1, 1998 (April 30, 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: (609) 896-7600



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





Item 5.  Other Events.

In a press release dated April 30, 1998,  the  Registrant  announced  that it is
supplementing its Consent Solicitation Statement, dated April 14, 1998, in which
the  Company  is  soliciting  the  consents  of  holders  of its 11 3/4%  Senior
Subordinated Notes due 2006 to certain amendments to the Indenture governing the
Notes.

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 April 30, 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: May 1, 1998                         By:   /s/ John A. Young
                                                -----------------
                                                  John A. Young
                                                  Chief Financial Officer

EX-99

FOR IMMEDIATE RELEASE                        Contact:   John Young
                                                        Chief Financial Officer
                                                        (804) 560-4070


                   IMO INDUSTRIES INC. ANNOUNCES MODIFICATIONS
                           TO ITS CONSENT SOLICITATION

Lawrenceville,  NJ, April 30, 1998 - Imo Industries Inc.  (NYSE:  IMD) announced
today that it is supplementing its Consent Solicitation  Statement,  dated April
14, 1998,  in which the Company is  soliciting  the consents of holders of it 11
3/4% Senior  Subordinated  Notes due 2006 to certain amendments to the Indenture
governing the Notes.  The Company is offering to increase the consent payment it
will make to each holder from $2.50 per $1,000 in principal  amount of Notes for
every consent  received (and not revoked) prior to the Expiration  Date to $5.00
for each Note. In addition,  the Company is also extending the  Expiration  Date
for the Consent  Solicitation from 5:00 p.m. EDT on April 29, 1998, to 5:00 p.m.
EDT on May 6, 1998.

     D.F. King & Co., Inc. is acting as Information Agent in connection with the
Consent  Solicitation.  Please  contact D.F. King & Co., Inc. at (800)  755-3105
with any questions or to obtain copies of the Supplement to Consent Solicitation
Statement or other documents governing this Consent  Solicitation.  IBJ Schroder
Bank & Trust Company is acting as Consent Solicitation Agent. Consent deliveries
can be made to IBJ Schroder via fax at 212-858-2611.

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



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