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 12, 1998 (May 7, 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 May 7, 1998, the  Registrant  announced that holders of
more  than 51% of the  outstanding  principal  amount of the  Company's  11 3/4%
Senior  Subordinated Notes due 2006 consented to certain proposed  amendments to
the  Indenture   governing  the  Notes,   pursuant  to  the  Company's   Consent
Solicitation.

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 May 7, 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 12, 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 SUCCESSFUL
                              CONSENT SOLICITATION

Lawrenceville, NJ, May 7, 1998 - Imo Industries Inc. (NYSE: IMD) announced today
that  holders  of more  than  51% of the  outstanding  principal  amount  of the
Company's  11 3/4%  Senior  Subordinated  Notes due 2006  consented  to  certain
proposed  amendments  to the  Indenture  governing  the notes,  pursuant  to the
Company's Consent Solicitation. Each holder of the Notes who consented in proper
form and in  timely  fashion  will  receive  $5.00 in cash  for each  $1,000  in
principal amount of such holder's Notes.

The Consent  Solicitation  sought Noteholder  approval to amend the Indenture in
order  to  permit  the  Company  to  complete  a  "short-form"   merger  with  a
wholly-owned  subsidiary of II Acquisition  Corp., which currently owns 92.8% of
the Company. The Consent  Solicitation  commenced on April 14, 1998, and expired
yesterday  at 5:00 p.m.,  after  which a  Supplemental  Indenture  enacting  the
proposed  amendments was executed.  Notwithstanding the adoption of the proposed
amendments, there can be no assurance that any merger involving the Company will
be consummated.

     D.F. King & Co., Inc.  acted as  Information  Agent in connection  with the
Consent  Solicitation,  and IBJ Schroder  Bank & Trust  Company acted as Consent
Solicitation Agent.  Questions concerning the Consent Solicitation or concerning
Consent Payments may be directed to D.F. King & Co. Inc. at (800) 755-3105.

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



                                        * * * * * *