As filed with the Securities and Exchange Commission on September 23, 1996.

               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 Identification No.)
   incorporation or organization)

1009 Lenox Drive, Building Four West
    Lawrenceville, New Jersey                     08648
(Address of Principal Executive Offices)        (Zip Code)
                      ____________________

        IMO INDUSTRIES INC. EMPLOYEES STOCK SAVINGS PLAN
                      (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:
                   John W. Kauffman, 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(1)   registered(1)  price per share    offering price          fee
__________     ____________    _______________    ______________   _____________
Common Stock,   1,000,000        $5.4375(1)        $5,437,500 (1)       $1,875
$1.00 par       shares(1) 
value  

(1)Pursuant  to  paragraph (h) of Rule 457, the proposed  maximum
   offering  price  per share and the proposed maximum  aggregate
   offering price have been computed on the basis of $5.4375  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
   September  19,  1996.  In addition, pursuant  to  Rule  416(c)
   under  the Securities Act of 1933, this registration statement
   also  covers  an  indeterminate  amount  of  interests  to  be
   offered or sold pursuant to the above-referenced plan.

Introductory Statement Pursuant to General Instruction E of  Form
S-8

Pursuant to General Instruction E of Form S-8 with respect to
the registration of additional securities hereunder, the contents
of the  Company's  Registration  Statement  No.  33-13362   and
Registration  Statement No. 33-41260 are incorporated  herein  by
reference.

                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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 corpora
tion  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  dispo
sition 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 8.  Exhibits.

    Pursuant  to  Instruction (b) under Item 8 of Form  S-8,  the
registrant  undertakes that it will submit or has submitted,  the
Imo Industries Inc. Employees Stock Savings Plan (the "Plan") and
any amendment thereto to the Internal Revenue Service ("IRS")  in
a timely manner and has made or will make all changes required by
the IRS in order to qualify the Plan.

Exhibit No.                Exhibit Description

    23                     Consent of Ernst & Young LLP



                           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  autho
rized, in Lawrenceville, New Jersey on September 23, 1996.

                                   IMO INDUSTRIES INC.


                                   By:/s/ Donald K. Farrar
                                      Donald K. Farrar,
                                      Chairman, Chief Executive 
                                      Officer and President

      Know  all  men  by these presents, that each  person  whose
signature appears below constitutes and appoints Donald K. Farrar
and  Thomas J. Bird, and each or either of them, as his true  and
lawful  attorneys-in-fact and agents, with full power of substitu
tion,  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 either 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
                                                  
                                                  
/s/ Donald K. Farrar            Chairman, Chief            September 23, 1996
Donald K. Farrar                Executive Officer,       
                                President and Director
                                (principal executive
                                officer)
                                                  
                                                  
/s/ William M. Brown            Executive Vice             September 23, 1996
William M. Brown                President, Chief Finan-   
                                cial Officer and
                                Corporate Controller
                                (principal financial
                                and accounting officer)
                                                  
                                                  
/s/ James B. Edwards            Director                   September 23, 1996
James B. Edwards                                  
                                                  
                                                  
/s/ Richard J. Grosh            Director                   September 23, 1996
Richard J. Grosh                                  
                                                  
                                                  
/s/ Carter P. Thacher           Director                   September 23, 1996
Carter P. Thacher                                 
                                                  
                                                  
/s/ Donald C. Trauscht          Director                   September 23, 1996
Donald C. Trauscht                                
                                                  
                                                  
/s/ Arthur E. Van Leuven        Director                   September 23, 1996
Arthur E. Van Leuven



      The  Plan.   Pursuant to the requirements of the Securities
Act  of 1933, the administrator of the Plan has duly caused  this
Registration  Statement to be signed on its behalf by  the  under
signed,  thereunto duly authorized, in Lawrenceville, New Jersey,
on September 23, 1996.

                                   IMO INDUSTRIES INC.,
                                   Administrator of the
                                   Imo Industries Inc.
                                   Employees Stock Savings Plan



                                   By:/s/ Donald F. Vosburgh
                                      Donald F. Vosburgh,
                                      Vice President and
                                      Director, Human Resources



                         EXHIBIT INDEX

            (Pursuant to Item 601 of Regulation S-K)


Exhibit No.                Exhibit                          Page        

   23                      Consent of Ernst & Young LLP     Filed herewith
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 17269}]
{"company-data": {"conformed-name": "IMO INDUSTRIES INC", "cik": "0000804151", "assigned-sic": "3560", "irs-number": "210733751", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12519", "film-number": "96633434"}, "business-address": {"street1": "1009 LENOX DR", "street2": "PO BOX 6550", "city": "LAWRENCEVILLE", "state": "NJ", "zip": "08648-0550", "phone": "6098967600"}, "mail-address": {"street1": "1009 LENOX DR", "street2": "PO BOX 6550", "city": "LAWRENCEVILLE", "state": "NJ", "zip": "08648-0550"}, "former-company": [{"former-conformed-name": "IMO DELAVAL INC", "date-changed": "19890313"}, {"former-conformed-name": "TRANSAMERICA DELAVAL INC /DE", "date-changed": "19861207"}]}
As filed with the Securities and Exchange Commission on September 23, 1996.

               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 Identification No.)
   incorporation or organization)

1009 Lenox Drive, Building Four West
    Lawrenceville, New Jersey                     08648
(Address of Principal Executive Offices)        (Zip Code)
                      ____________________

        IMO INDUSTRIES INC. EMPLOYEES STOCK SAVINGS PLAN
                      (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:
                   John W. Kauffman, 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(1)   registered(1)  price per share    offering price          fee
__________     ____________    _______________    ______________   _____________
Common Stock,   1,000,000        $5.4375(1)        $5,437,500 (1)       $1,875
$1.00 par       shares(1) 
value  

(1)Pursuant  to  paragraph (h) of Rule 457, the proposed  maximum
   offering  price  per share and the proposed maximum  aggregate
   offering price have been computed on the basis of $5.4375  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
   September  19,  1996.  In addition, pursuant  to  Rule  416(c)
   under  the Securities Act of 1933, this registration statement
   also  covers  an  indeterminate  amount  of  interests  to  be
   offered or sold pursuant to the above-referenced plan.

Introductory Statement Pursuant to General Instruction E of  Form
S-8

Pursuant to General Instruction E of Form S-8 with respect to
the registration of additional securities hereunder, the contents
of the  Company's  Registration  Statement  No.  33-13362   and
Registration  Statement No. 33-41260 are incorporated  herein  by
reference.

                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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 corpora
tion  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  dispo
sition 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 8.  Exhibits.

    Pursuant  to  Instruction (b) under Item 8 of Form  S-8,  the
registrant  undertakes that it will submit or has submitted,  the
Imo Industries Inc. Employees Stock Savings Plan (the "Plan") and
any amendment thereto to the Internal Revenue Service ("IRS")  in
a timely manner and has made or will make all changes required by
the IRS in order to qualify the Plan.

Exhibit No.                Exhibit Description

    23                     Consent of Ernst & Young LLP

                           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  autho
rized, in Lawrenceville, New Jersey on September 23, 1996.

                                   IMO INDUSTRIES INC.

                                   By:/s/ Donald K. Farrar
                                      Donald K. Farrar,
                                      Chairman, Chief Executive 
                                      Officer and President

      Know  all  men  by these presents, that each  person  whose
signature appears below constitutes and appoints Donald K. Farrar
and  Thomas J. Bird, and each or either of them, as his true  and
lawful  attorneys-in-fact and agents, with full power of substitu
tion,  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 either 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
                                                  
                                                  
/s/ Donald K. Farrar            Chairman, Chief            September 23, 1996
Donald K. Farrar                Executive Officer,       
                                President and Director
                                (principal executive
                                officer)
                                                  
                                                  
/s/ William M. Brown            Executive Vice             September 23, 1996
William M. Brown                President, Chief Finan-   
                                cial Officer and
                                Corporate Controller
                                (principal financial
                                and accounting officer)
                                                  
                                                  
/s/ James B. Edwards            Director                   September 23, 1996
James B. Edwards                                  
                                                  
                                                  
/s/ Richard J. Grosh            Director                   September 23, 1996
Richard J. Grosh                                  
                                                  
                                                  
/s/ Carter P. Thacher           Director                   September 23, 1996
Carter P. Thacher                                 
                                                  
                                                  
/s/ Donald C. Trauscht          Director                   September 23, 1996
Donald C. Trauscht                                
                                                  
                                                  
/s/ Arthur E. Van Leuven        Director                   September 23, 1996
Arthur E. Van Leuven

      The  Plan.   Pursuant to the requirements of the Securities
Act  of 1933, the administrator of the Plan has duly caused  this
Registration  Statement to be signed on its behalf by  the  under
signed,  thereunto duly authorized, in Lawrenceville, New Jersey,
on September 23, 1996.

                                   IMO INDUSTRIES INC.,
                                   Administrator of the
                                   Imo Industries Inc.
                                   Employees Stock Savings Plan

                                   By:/s/ Donald F. Vosburgh
                                      Donald F. Vosburgh,
                                      Vice President and
                                      Director, Human Resources

                         EXHIBIT INDEX

            (Pursuant to Item 601 of Regulation S-K)

Exhibit No.                Exhibit                          Page        

   23                      Consent of Ernst & Young LLP     Filed herewith