SECURITIES AND EXCHANGE COMMISSION 
                          Washington, D.C.  20549 
                           ____________________ 
 
                                 FORM S-8 
                          REGISTRATION STATEMENT 
                                  UNDER 
                        THE SECURITIES ACT OF 1933 
                           ____________________ 
 
                            IMO INDUSTRIES INC.             
                        (Exact name of registrant  
                       as specified in its charter) 
 
         Delaware                                     21-0733751 
(State or other jurisdiction of                   (I.R.S. Employer 
incorporation or organization)                   Identification No.) 
 
 
1009 Lenox Drive, Building Four West 
     Lawrenceville, New Jersey                          08648           
(Address of Principal Executive Offices)             (Zip Code) 
                            ____________________ 
 
                             IMO INDUSTRIES INC. 
               1995 EQUITY INCENTIVE PLAN FOR OUTSIDE DIRECTORS 
                            (Full title of plan) 
                            ____________________ 
 
                           Thomas J. Bird, Esquire 
         Executive Vice President, General Counsel and Secretary 
                      1009 Lenox Drive, Building Four West 
                        Lawrenceville, New Jersey  08648      
                    (Name and address of agent for service) 
 
                              (609) 896-7600        
                   (Telephone number, including area code, 
                           of agent for service) 
                            ____________________ 
 
                                 Copy to: 
                          Kathleen M. Shay, Esquire 
                          Duane, Morris & Heckscher 
                             One Liberty Place 
                         Philadelphia, PA  19103-7396 
 
                        CALCULATION OF REGISTRATION FEE 
  
 Title of                  Proposed          Proposed 
securities     Amount      maximum            maximum         Amount of  
  to be         to be      offering          aggregate      registration 
registered    registered  price per share  offering price       fee  
__________    __________  _______________  ______________   ____________ 
Common Stock,  240,000     $8.83125(1)       $2,119,500(1)      $731  
 $1.00 par      shares 
   value   
 
(1)     (a) with respect to the 24,000 shares for which options have 
been granted as of the date hereof, computed on the basis of the 
exercise price of $7.875 per share and (b) with respect to the 216,000 
shares for which awards have not yet been made, computed on the basis of 
$8.9375 per share, the average of the high and low sales prices of the 
Common Stock of the Company on the New York Stock Exchange on June 19, 
1995. 
 
 
 
 
                     IMO INDUSTRIES INC. 
 
 
                    Cross Reference Sheet 
             Pursuant to Item 501(b) of Regulation S-K 
                       with respect to 
                     Part I of Form S-8 
 
 
Item Number and Caption                         Heading in Prospectus 
 
 II.   Plan Information                                   * 
 
III.   Registrant Information and Employee 
       Plan Annual Information                            * 
 
 
 
_______________ 
*     Omitted because the documents containing the information specified 
      in Part I of this Registration Statement, Information Required in 
      the Section 10(a) Prospectus, are not required to be filed 
      herewith.  All information required in the Section 10(a) 
      Prospectus will be furnished to plan participants pursuant to a 
      memorandum, as supplemented or amended from time to time, and the 
      documents incorporated by reference therein. 
 
 
 
 
                               PART II 
 
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 
 
 
Item 3.  Incorporation of Documents by Reference. 
 
     The following material is incorporated herein by reference: 
 
     (a)   The Company's annual report filed pursuant to Section 13 or 
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange 
Act"), for the fiscal year ended December 31, 1994. 
 
     (b)   The Company's current report filed pursuant to Section 13 or 
15(d) of the Exchange Act dated February 1, 1995. 
 
     (c)   The Company's quarterly report filed pursuant to Section 13 
or 15(d) of the Exchange Act for the quarterly period ended March 31, 
1995. 
 
     (d)   The Company's current report filed pursuant to Section 13 or 
15(d) of the Exchange Act dated June 19, 1995. 
 
     (e)   The description of the Company's Common Stock set forth in 
the Company's Form 10 Registration Statement dated October 15, 1986, as 
amended on December 5, 1986 and December 8, 1986. 
 
     All reports or other documents subsequently filed by the Company 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 
prior to the filing of a post-effective amendment that indicates that 
all securities offered have been sold or that deregisters all securities 
then remaining unsold, shall be deemed to be incorporated by reference 
in this Registration Statement and to be a part hereof from the date of 
filing of such reports and documents.  Any statement contained in a 
document incorporated or deemed to be incorporated herein by reference 
shall be deemed to be modified or superseded for the purposes of this 
Registration Statement to the extent that a statement contained herein 
or in any other subsequently filed document, which also is or is deemed 
to be incorporated herein by reference, modifies or supersedes such 
statement.  Any statement so modified or superseded shall not be deemed, 
except as so modified or superseded, to constitute a part of this 
Registration Statement.  
 
Item 4.  Description of Securities. 
 
     No answer to this item is required because the class of securities 
to be offered is registered under Section 12 of the Exchange Act. 
 
Item 5.  Interests of Named Experts and Counsel. 
 
     Not applicable. 
 
Item 6.  Indemnification of Directors and Officers. 
 
     Section 145 of the General Corporation Law of the State of Delaware 
empowers a Delaware corporation to indemnify any person who was or is a 
party or is threatened to be made a party to any threatened, pending or 
completed action, suit or proceeding, whether civil, criminal, 
administrative or investigative (other than an action by or in the right 
of the corporation) by reason of the fact that he is or was a director, 
officer, employee or agent of the corporation, or is or was serving at 
the request of the corporation as a director, officer, employee or agent 
of another corporation, partnership, joint venture, trust or other 
enterprise, against expenses (including attorneys' fees), judgments, 
fines and amounts paid in settlement actually and reasonably incurred by 
him in connection with such action, suit or proceeding if he acted in 
good faith and in a manner he reasonably believed to be in or not 
opposed to the best interests of the corporation, and, with respect to 
any criminal action or proceeding, had no reasonable cause to believe 
his conduct was unlawful.  The termination of any action, suit or 
proceeding by judgment, order, settlement, conviction, or upon plea of 
nolo contendere or its equivalent, does not, of itself, create a 
presumption that the person did not act in good faith and in a manner 
which he reasonably believed to be in or not opposed to the best 
interests of the corporation, and, with respect to any criminal action 
or proceeding, had reasonable cause to believe that his conduct was 
unlawful. 
 
     In the case of an action or suit by or in the right of the 
corporation to procure a judgment in its favor, Section 145 empowers a 
corporation to indemnify any person who was or is a party or is 
threatened to be made a party to any threatened, pending or completed 
action or suit by reason of the fact that he is or was acting in any of 
the capacities set forth above against expenses (including attorneys' 
fees) actually and reasonably incurred by him in connection with the 
defense or settlement of such action or suit if he acted in good faith 
and in a manner he reasonably believed to be in or not opposed to the 
best interests of the corporation, except that indemnification is not 
permitted in respect of any claim, issue or matter as to which such 
person is adjudged to be liable to the corporation unless and only to 
the extent that the Court of Chancery of the State of Delaware or the 
court in which such action or suit was brought determines upon 
application that, despite the adjudication of liability but in view of 
all the circumstances of the case, such person is fairly and reasonably 
entitled to indemnity for such expenses which the Court of Chancery or 
such other court deems proper. 
 
     Section 145 further provides:  that a Delaware corporation is 
required to indemnify a director, officer, employee or agent against 
expenses (including attorney's fees) actually and reasonably incurred by 
him in defense of any action, suit or proceeding referred to above or in 
defense of any claim, issue or matter therein to the extent that such 
person has been successful on the merits or otherwise; that the 
indemnification provided for by Section 145 shall not be deemed 
exclusive of any other rights to which the indemnified party may be 
entitled; that the indemnification provided for by Section 145 shall, 
unless otherwise provided when authorized or ratified, continue as to a 
person who has ceased to be a director, officer, employee or agent and 
shall inure to the benefit of such person's heirs, executors and 
administrators;  that expenses (including attorneys' fees) incurred by 
an officer or director in defending any action, suit or proceeding 
referred to above may be paid by the corporation in advance of the final 
disposition of such action, suit or proceeding upon receipt of an 
undertaking by or on behalf of such officer or director to repay such 
amount if it is ultimately determined that such person is not entitled 
to be indemnified as authorized under Section 145; and that the 
corporation may purchase and maintain insurance on behalf of any person 
who is or was a director, officer, employee or agent of the corporation, 
or is or was serving at the request of the corporation as a director, 
officer, employee or agent of another corporation, partnership, joint 
venture, trust or other enterprise, against any liability asserted 
against him and incurred by him in any such capacity or arising out of 
his status as such, whether or not the corporation would have the power 
to indemnify him against such liability under Section 145.  A Delaware 
corporation may provide indemnification only as authorized in the 
specific case upon a determination that indemnification of the director, 
officer, employee or agent is proper in the circumstances because he has 
met the applicable standard of conduct.   Such determination is to be 
made (i) by the board of directors by a majority vote of a quorum 
consisting of directors who were not parties to such action, suit or 
proceeding, or (ii) if such a quorum is not obtainable, or, even if 
obtainable a quorum of disinterested directors so directs, by 
independent legal counsel in a written opinion or (iii) by the 
stockholders. 
 
     Article XIII of the By-Laws of the Company provides that each 
person who was or is made a party to, or is involved in, any action, 
suit or proceeding by reason of the fact that such person is or was a 
director, officer or employee of the Company (or was serving at the 
request of the Company as a director, officer or employee for another 
entity) while serving in such capacity shall be indemnified by the 
Company, to the full extent authorized by Delaware law, against all 
expenses (including attorneys' fees), judgments, fines and amounts paid 
in settlement actually and reasonably incurred by such person in 
connection therewith.  Article XIII of the By-Laws provides that rights 
conferred thereby are contract rights and include the right to be paid 
or reimbursed by the Company for expenses incurred in defending such 
proceedings in advance of their final disposition upon receipt by the 
Company from the indemnified party of an undertaking to repay all 
amounts so advanced if it is ultimately determined that the person 
receiving such payments is not entitled to be indemnified. 
 
     Article XIII of the By-Laws provides that the rights conferred 
therein to indemnification and the payment of expenses incurred in 
defending a proceeding in advance of its final disposition are not 
exclusive of any other right which any person may have or acquire under 
any statute, provision of the Company's Restated Certificate of 
Incorporation, contract, agreement or By-Laws, or otherwise.  Finally, 
Article XIII of the By-Laws provides that the Company may maintain 
insurance, at its expense, to protect itself and any of its directors, 
officers, employees or agents against any expense, liability or loss, 
whether or not the Company would have the power to indemnify such person 
against such expense, liability or loss under Delaware law. 
 
     The Company's Restated Certificate of Incorporation, as permitted 
by the General Corporation Law of the State of Delaware, provides that a 
director of the Company shall not be personally liable to the Company or 
to its stockholders for monetary damages for breach of fiduciary duty as 
a director except (i) for any breach of the director's duty of loyalty 
to the Company or its stockholders, (ii) for acts or omissions not in 
good faith or which involve intentional misconduct or a knowing 
violation of law, (iii) under Section 174 of the General Corporation Law 
of the State of Delaware or (iv) for any transaction from which the 
director derived an improper personal benefit. 
 
     The Company has purchased liability insurance under two policies 
for directors and officers for certain losses up to an aggregate of $20 
million arising from claims or charges made against them while acting in 
their capacities as directors or officers of the Company and/or its 
subsidiaries. 
 
Item 7.  Exemption from Registration Claimed. 
 
     Not Applicable. 
 
Item 8.  Exhibits. 
 
     4.1   Imo Industries Inc. 1995 Equity Incentive Plan for Outside 
           Directors 
 
     5.1   Opinion of Duane, Morris & Heckscher 
 
    23.1   Consent of Duane, Morris & Heckscher (included in their 
           opinion filed as Exhibit 5.1) 
 
    23.2   Consent of Ernst & Young LLP 
 
Item 9.  Undertakings. 
 
     The registrant hereby undertakes: 
 
     (a)  to file, during any period in which offers or sales are being 
made, a post-effective amendment to this Registration Statement to 
include any material information with respect to the plan of 
distribution not previously disclosed in the Registration Statement or 
any material change to such information in the Registration Statement; 
 
     (b)  that for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be 
deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at that time shall 
be deemed to be the initial bona fide offering thereof; and 
 
     (c)  to remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at 
the termination of the offering. 
 
     The undersigned registrant hereby further undertakes that, for 
purposes of determining any liability under the Securities Act of 1933, 
each filing of the registrant's annual report pursuant to Section 13(a) 
or Section 15(d) of the Exchange Act (and, where applicable, each filing 
of an employee benefit plan's annual report pursuant to Section 15(d) of 
the Exchange Act) that is incorporated by reference in the Registration 
Statement shall be deemed to be a new registration statement relating to 
the securities offered therein, and the offering of such securities at 
that time shall be deemed to be the initial bona fide offering thereof. 
 
     Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant, the registrant has been advised 
that in the opinion of the Securities and Exchange Commission such 
indemnification is against public policy as expressed in the Securities 
Act of 1933 and is, therefore, unenforceable.  In the event that a claim 
for indemnification against such liabilities (other than the payment by 
the registrant of expenses incurred or paid by a director, officer or 
controlling person of the registrant in the successful defense of any 
action, suit or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being registered, 
the registrant will, unless in the opinion of its counsel the matter has 
been settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against 
public policy as expressed in the Securities Act of 1933 and will be 
governed by the final adjudication of such issue. 
 
                              SIGNATURES 
 
     Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8 and has duly caused 
this Registration Statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in Lawrenceville, New Jersey on 
June 21, 1995. 
 
                                    IMO INDUSTRIES INC. 
 
 
                                    By: /s/ DONALD K. FARRAR 
                                    Donald K. Farrar, 
                                    Chairman, President and  
                                    Chief Executive Officer 
 
     Know all men by these presents, that each person whose signature 
appears below constitutes and appoints Donald K. Farrar, David C. 
Christensen and Thomas J. Bird, and each or any of them, as his true and 
lawful attorneys-in-fact and agents, with full power of substitution, 
for him, and in his name, place and stead, in any and all capacities to 
sign any or all amendments or post-effective amendments to this 
Registration Statement, and to file the same, with all exhibits thereto 
and other documents in connection therewith, with the Securities and 
Exchange Commission, granting unto said attorneys-in-fact and agents 
full power and authority to do and perform each and every act and thing 
requisite and necessary to be done in and about the premises, as fully 
to all intents and purposes as he might or could do in person, hereby 
ratifying and confirming all that said attorneys-in-fact and agents, or 
any of them or their substitutes, may lawfully do or cause to be done by 
virtue hereof. 
 
     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in 
the capacities and on the dates indicated. 
  
  Signature                   Title                            Date  
  
                            Chairman, President, Chief  
                            Executive Officer and Director 
/s/ DONALD K. FARRAR        (principal executive officer)  June 21, 1995 
Donald K. Farrar  
 
                            Executive Vice President and 
                            Chief Financial Officer 
/s/ WILLIAM M. BROWN        (principal financial officer)  June 21, 1995 
William M. Brown  
  
                            Vice President and  
                            Corporate Controller  
/s/ ROBERT A. DERR II       (principal accounting officer) June 21, 1995 
Robert A. Derr II  
  
  
/s/ JAMES B. EDWARDS        Director                       June 21, 1995 
James B. Edwards  
  
  
/s/ J. SPENCER GOULD        Director                       June 21, 1995 
J. Spencer Gould  
  
  
                            Director                       June 21, 1995 
Richard J. Grosh  
  
  
/s/ CARTER P. THACHER       Director                       June 21, 1995 
Carter P. Thacher  
  
  
/s/ DONALD C. TRAUSCHT      Director                       June 21, 1995 
Donald C. Trauscht  
  
  
/s/ARTHUR E. VAN LEUVEN     Director                       June 21, 1995 
Arthur E. Van Leuven  
 
 
 
                          EXHIBIT INDEX

              (Pursuant to Item 601 of Regulation S-K)


   Exhibit No.              Exhibit
            
      4.1          Imo Industries Inc. 1995 Equity Incentive  
                   Plan for Outside Directors

      5.1          Opinion of Duane, Morris & Heckscher

     23.1          Consent of Duane, Morris & Heckscher  
                   (included in their opinion filed as Exhibit 5.1)

     23.2          Consent of Ernst & Young LLP
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 21289}]
{"company-data": {"conformed-name": "IMO INDUSTRIES INC", "cik": "0000804151", "assigned-sic": "3561", "irs-number": "210733751", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60535", "film-number": "95548925"}, "business-address": {"street1": "3450 PRINCETON PIKE", "city": "LAWRENCEVILLE", "state": "NJ", "zip": "08648", "phone": "6098967600"}, "former-company": [{"former-conformed-name": "IMO DELAVAL INC", "date-changed": "19890313"}, {"former-conformed-name": "TRANSAMERICA DELAVAL INC /DE", "date-changed": "19861207"}]}
SECURITIES AND EXCHANGE COMMISSION 
                          Washington, D.C.  20549 
                           ____________________ 
 
                                 FORM S-8 
                          REGISTRATION STATEMENT 
                                  UNDER 
                        THE SECURITIES ACT OF 1933 
                           ____________________ 
 
                            IMO INDUSTRIES INC.             
                        (Exact name of registrant  
                       as specified in its charter) 
 
         Delaware                                     21-0733751 
(State or other jurisdiction of                   (I.R.S. Employer 
incorporation or organization)                   Identification No.) 
 
 
1009 Lenox Drive, Building Four West 
     Lawrenceville, New Jersey                          08648           
(Address of Principal Executive Offices)             (Zip Code) 
                            ____________________ 
 
                             IMO INDUSTRIES INC. 
               1995 EQUITY INCENTIVE PLAN FOR OUTSIDE DIRECTORS 
                            (Full title of plan) 
                            ____________________ 
 
                           Thomas J. Bird, Esquire 
         Executive Vice President, General Counsel and Secretary 
                      1009 Lenox Drive, Building Four West 
                        Lawrenceville, New Jersey  08648      
                    (Name and address of agent for service) 
 
                              (609) 896-7600        
                   (Telephone number, including area code, 
                           of agent for service) 
                            ____________________ 
 
                                 Copy to: 
                          Kathleen M. Shay, Esquire 
                          Duane, Morris & Heckscher 
                             One Liberty Place 
                         Philadelphia, PA  19103-7396 
 
                        CALCULATION OF REGISTRATION FEE 
  
 Title of                  Proposed          Proposed 
securities     Amount      maximum            maximum         Amount of  
  to be         to be      offering          aggregate      registration 
registered    registered  price per share  offering price       fee  
__________    __________  _______________  ______________   ____________ 
Common Stock,  240,000     $8.83125(1)       $2,119,500(1)      $731  
 $1.00 par      shares 
   value   
 
(1)     (a) with respect to the 24,000 shares for which options have 
been granted as of the date hereof, computed on the basis of the 
exercise price of $7.875 per share and (b) with respect to the 216,000 
shares for which awards have not yet been made, computed on the basis of 
$8.9375 per share, the average of the high and low sales prices of the 
Common Stock of the Company on the New York Stock Exchange on June 19, 
1995. 
 
 
 
 
                     IMO INDUSTRIES INC. 
 
 
                    Cross Reference Sheet 
             Pursuant to Item 501(b) of Regulation S-K 
                       with respect to 
                     Part I of Form S-8 
 
 
Item Number and Caption                         Heading in Prospectus 
 
 II.   Plan Information                                   * 
 
III.   Registrant Information and Employee 
       Plan Annual Information                            * 
 
 
 
_______________ 
*     Omitted because the documents containing the information specified 
      in Part I of this Registration Statement, Information Required in 
      the Section 10(a) Prospectus, are not required to be filed 
      herewith.  All information required in the Section 10(a) 
      Prospectus will be furnished to plan participants pursuant to a 
      memorandum, as supplemented or amended from time to time, and the 
      documents incorporated by reference therein. 
 
 
 
 
                               PART II 
 
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 
 
 
Item 3.  Incorporation of Documents by Reference. 
 
     The following material is incorporated herein by reference: 
 
     (a)   The Company's annual report filed pursuant to Section 13 or 
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange 
Act"), for the fiscal year ended December 31, 1994. 
 
     (b)   The Company's current report filed pursuant to Section 13 or 
15(d) of the Exchange Act dated February 1, 1995. 
 
     (c)   The Company's quarterly report filed pursuant to Section 13 
or 15(d) of the Exchange Act for the quarterly period ended March 31, 
1995. 
 
     (d)   The Company's current report filed pursuant to Section 13 or 
15(d) of the Exchange Act dated June 19, 1995. 
 
     (e)   The description of the Company's Common Stock set forth in 
the Company's Form 10 Registration Statement dated October 15, 1986, as 
amended on December 5, 1986 and December 8, 1986. 
 
     All reports or other documents subsequently filed by the Company 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 
prior to the filing of a post-effective amendment that indicates that 
all securities offered have been sold or that deregisters all securities 
then remaining unsold, shall be deemed to be incorporated by reference 
in this Registration Statement and to be a part hereof from the date of 
filing of such reports and documents.  Any statement contained in a 
document incorporated or deemed to be incorporated herein by reference 
shall be deemed to be modified or superseded for the purposes of this 
Registration Statement to the extent that a statement contained herein 
or in any other subsequently filed document, which also is or is deemed 
to be incorporated herein by reference, modifies or supersedes such 
statement.  Any statement so modified or superseded shall not be deemed, 
except as so modified or superseded, to constitute a part of this 
Registration Statement.  
 
Item 4.  Description of Securities. 
 
     No answer to this item is required because the class of securities 
to be offered is registered under Section 12 of the Exchange Act. 
 
Item 5.  Interests of Named Experts and Counsel. 
 
     Not applicable. 
 
Item 6.  Indemnification of Directors and Officers. 
 
     Section 145 of the General Corporation Law of the State of Delaware 
empowers a Delaware corporation to indemnify any person who was or is a 
party or is threatened to be made a party to any threatened, pending or 
completed action, suit or proceeding, whether civil, criminal, 
administrative or investigative (other than an action by or in the right 
of the corporation) by reason of the fact that he is or was a director, 
officer, employee or agent of the corporation, or is or was serving at 
the request of the corporation as a director, officer, employee or agent 
of another corporation, partnership, joint venture, trust or other 
enterprise, against expenses (including attorneys' fees), judgments, 
fines and amounts paid in settlement actually and reasonably incurred by 
him in connection with such action, suit or proceeding if he acted in 
good faith and in a manner he reasonably believed to be in or not 
opposed to the best interests of the corporation, and, with respect to 
any criminal action or proceeding, had no reasonable cause to believe 
his conduct was unlawful.  The termination of any action, suit or 
proceeding by judgment, order, settlement, conviction, or upon plea of 
nolo contendere or its equivalent, does not, of itself, create a 
presumption that the person did not act in good faith and in a manner 
which he reasonably believed to be in or not opposed to the best 
interests of the corporation, and, with respect to any criminal action 
or proceeding, had reasonable cause to believe that his conduct was 
unlawful. 
 
     In the case of an action or suit by or in the right of the 
corporation to procure a judgment in its favor, Section 145 empowers a 
corporation to indemnify any person who was or is a party or is 
threatened to be made a party to any threatened, pending or completed 
action or suit by reason of the fact that he is or was acting in any of 
the capacities set forth above against expenses (including attorneys' 
fees) actually and reasonably incurred by him in connection with the 
defense or settlement of such action or suit if he acted in good faith 
and in a manner he reasonably believed to be in or not opposed to the 
best interests of the corporation, except that indemnification is not 
permitted in respect of any claim, issue or matter as to which such 
person is adjudged to be liable to the corporation unless and only to 
the extent that the Court of Chancery of the State of Delaware or the 
court in which such action or suit was brought determines upon 
application that, despite the adjudication of liability but in view of 
all the circumstances of the case, such person is fairly and reasonably 
entitled to indemnity for such expenses which the Court of Chancery or 
such other court deems proper. 
 
     Section 145 further provides:  that a Delaware corporation is 
required to indemnify a director, officer, employee or agent against 
expenses (including attorney's fees) actually and reasonably incurred by 
him in defense of any action, suit or proceeding referred to above or in 
defense of any claim, issue or matter therein to the extent that such 
person has been successful on the merits or otherwise; that the 
indemnification provided for by Section 145 shall not be deemed 
exclusive of any other rights to which the indemnified party may be 
entitled; that the indemnification provided for by Section 145 shall, 
unless otherwise provided when authorized or ratified, continue as to a 
person who has ceased to be a director, officer, employee or agent and 
shall inure to the benefit of such person's heirs, executors and 
administrators;  that expenses (including attorneys' fees) incurred by 
an officer or director in defending any action, suit or proceeding 
referred to above may be paid by the corporation in advance of the final 
disposition of such action, suit or proceeding upon receipt of an 
undertaking by or on behalf of such officer or director to repay such 
amount if it is ultimately determined that such person is not entitled 
to be indemnified as authorized under Section 145; and that the 
corporation may purchase and maintain insurance on behalf of any person 
who is or was a director, officer, employee or agent of the corporation, 
or is or was serving at the request of the corporation as a director, 
officer, employee or agent of another corporation, partnership, joint 
venture, trust or other enterprise, against any liability asserted 
against him and incurred by him in any such capacity or arising out of 
his status as such, whether or not the corporation would have the power 
to indemnify him against such liability under Section 145.  A Delaware 
corporation may provide indemnification only as authorized in the 
specific case upon a determination that indemnification of the director, 
officer, employee or agent is proper in the circumstances because he has 
met the applicable standard of conduct.   Such determination is to be 
made (i) by the board of directors by a majority vote of a quorum 
consisting of directors who were not parties to such action, suit or 
proceeding, or (ii) if such a quorum is not obtainable, or, even if 
obtainable a quorum of disinterested directors so directs, by 
independent legal counsel in a written opinion or (iii) by the 
stockholders. 
 
     Article XIII of the By-Laws of the Company provides that each 
person who was or is made a party to, or is involved in, any action, 
suit or proceeding by reason of the fact that such person is or was a 
director, officer or employee of the Company (or was serving at the 
request of the Company as a director, officer or employee for another 
entity) while serving in such capacity shall be indemnified by the 
Company, to the full extent authorized by Delaware law, against all 
expenses (including attorneys' fees), judgments, fines and amounts paid 
in settlement actually and reasonably incurred by such person in 
connection therewith.  Article XIII of the By-Laws provides that rights 
conferred thereby are contract rights and include the right to be paid 
or reimbursed by the Company for expenses incurred in defending such 
proceedings in advance of their final disposition upon receipt by the 
Company from the indemnified party of an undertaking to repay all 
amounts so advanced if it is ultimately determined that the person 
receiving such payments is not entitled to be indemnified. 
 
     Article XIII of the By-Laws provides that the rights conferred 
therein to indemnification and the payment of expenses incurred in 
defending a proceeding in advance of its final disposition are not 
exclusive of any other right which any person may have or acquire under 
any statute, provision of the Company's Restated Certificate of 
Incorporation, contract, agreement or By-Laws, or otherwise.  Finally, 
Article XIII of the By-Laws provides that the Company may maintain 
insurance, at its expense, to protect itself and any of its directors, 
officers, employees or agents against any expense, liability or loss, 
whether or not the Company would have the power to indemnify such person 
against such expense, liability or loss under Delaware law. 
 
     The Company's Restated Certificate of Incorporation, as permitted 
by the General Corporation Law of the State of Delaware, provides that a 
director of the Company shall not be personally liable to the Company or 
to its stockholders for monetary damages for breach of fiduciary duty as 
a director except (i) for any breach of the director's duty of loyalty 
to the Company or its stockholders, (ii) for acts or omissions not in 
good faith or which involve intentional misconduct or a knowing 
violation of law, (iii) under Section 174 of the General Corporation Law 
of the State of Delaware or (iv) for any transaction from which the 
director derived an improper personal benefit. 
 
     The Company has purchased liability insurance under two policies 
for directors and officers for certain losses up to an aggregate of $20 
million arising from claims or charges made against them while acting in 
their capacities as directors or officers of the Company and/or its 
subsidiaries. 
 
Item 7.  Exemption from Registration Claimed. 
 
     Not Applicable. 
 
Item 8.  Exhibits. 
 
     4.1   Imo Industries Inc. 1995 Equity Incentive Plan for Outside 
           Directors 
 
     5.1   Opinion of Duane, Morris & Heckscher 
 
    23.1   Consent of Duane, Morris & Heckscher (included in their 
           opinion filed as Exhibit 5.1) 
 
    23.2   Consent of Ernst & Young LLP 
 
Item 9.  Undertakings. 
 
     The registrant hereby undertakes: 
 
     (a)  to file, during any period in which offers or sales are being 
made, a post-effective amendment to this Registration Statement to 
include any material information with respect to the plan of 
distribution not previously disclosed in the Registration Statement or 
any material change to such information in the Registration Statement; 
 
     (b)  that for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be 
deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at that time shall 
be deemed to be the initial bona fide offering thereof; and 
 
     (c)  to remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at 
the termination of the offering. 
 
     The undersigned registrant hereby further undertakes that, for 
purposes of determining any liability under the Securities Act of 1933, 
each filing of the registrant's annual report pursuant to Section 13(a) 
or Section 15(d) of the Exchange Act (and, where applicable, each filing 
of an employee benefit plan's annual report pursuant to Section 15(d) of 
the Exchange Act) that is incorporated by reference in the Registration 
Statement shall be deemed to be a new registration statement relating to 
the securities offered therein, and the offering of such securities at 
that time shall be deemed to be the initial bona fide offering thereof. 
 
     Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant, the registrant has been advised 
that in the opinion of the Securities and Exchange Commission such 
indemnification is against public policy as expressed in the Securities 
Act of 1933 and is, therefore, unenforceable.  In the event that a claim 
for indemnification against such liabilities (other than the payment by 
the registrant of expenses incurred or paid by a director, officer or 
controlling person of the registrant in the successful defense of any 
action, suit or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being registered, 
the registrant will, unless in the opinion of its counsel the matter has 
been settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against 
public policy as expressed in the Securities Act of 1933 and will be 
governed by the final adjudication of such issue. 
 
                              SIGNATURES 
 
     Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it 
meets all of the requirements for filing on Form S-8 and has duly caused 
this Registration Statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in Lawrenceville, New Jersey on 
June 21, 1995. 
 
                                    IMO INDUSTRIES INC. 
 
 
                                    By: /s/ DONALD K. FARRAR 
                                    Donald K. Farrar, 
                                    Chairman, President and  
                                    Chief Executive Officer 
 
     Know all men by these presents, that each person whose signature 
appears below constitutes and appoints Donald K. Farrar, David C. 
Christensen and Thomas J. Bird, and each or any of them, as his true and 
lawful attorneys-in-fact and agents, with full power of substitution, 
for him, and in his name, place and stead, in any and all capacities to 
sign any or all amendments or post-effective amendments to this 
Registration Statement, and to file the same, with all exhibits thereto 
and other documents in connection therewith, with the Securities and 
Exchange Commission, granting unto said attorneys-in-fact and agents 
full power and authority to do and perform each and every act and thing 
requisite and necessary to be done in and about the premises, as fully 
to all intents and purposes as he might or could do in person, hereby 
ratifying and confirming all that said attorneys-in-fact and agents, or 
any of them or their substitutes, may lawfully do or cause to be done by 
virtue hereof. 
 
     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons in 
the capacities and on the dates indicated. 
  
  Signature                   Title                            Date  
  
                            Chairman, President, Chief  
                            Executive Officer and Director 
/s/ DONALD K. FARRAR        (principal executive officer)  June 21, 1995 
Donald K. Farrar  
 
                            Executive Vice President and 
                            Chief Financial Officer 
/s/ WILLIAM M. BROWN        (principal financial officer)  June 21, 1995 
William M. Brown  
  
                            Vice President and  
                            Corporate Controller  
/s/ ROBERT A. DERR II       (principal accounting officer) June 21, 1995 
Robert A. Derr II  
  
  
/s/ JAMES B. EDWARDS        Director                       June 21, 1995 
James B. Edwards  
  
  
/s/ J. SPENCER GOULD        Director                       June 21, 1995 
J. Spencer Gould  
  
  
                            Director                       June 21, 1995 
Richard J. Grosh  
  
  
/s/ CARTER P. THACHER       Director                       June 21, 1995 
Carter P. Thacher  
  
  
/s/ DONALD C. TRAUSCHT      Director                       June 21, 1995 
Donald C. Trauscht  
  
  
/s/ARTHUR E. VAN LEUVEN     Director                       June 21, 1995 
Arthur E. Van Leuven  
 
 
 
                          EXHIBIT INDEX

              (Pursuant to Item 601 of Regulation S-K)

   Exhibit No.              Exhibit
            
      4.1          Imo Industries Inc. 1995 Equity Incentive  
                   Plan for Outside Directors

      5.1          Opinion of Duane, Morris & Heckscher

     23.1          Consent of Duane, Morris & Heckscher  
                   (included in their opinion filed as Exhibit 5.1)

     23.2          Consent of Ernst & Young LLP