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.  
                  EQUITY INCENTIVE PLAN FOR KEY EMPLOYEES  
                           (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,  850,000     $8.9375(1)       $7,596,875(1)     $2,620  
 $1.00 par      shares 
   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 $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 
  
1     Plan Information                                   * 
 
2     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. Equity Incentive Plan for Key Employees,   
           as amended.  
  
     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. Equity Incentive  
               Plan for Key Employees, as amended  
  
   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
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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.  
                  EQUITY INCENTIVE PLAN FOR KEY EMPLOYEES  
                           (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,  850,000     $8.9375(1)       $7,596,875(1)     $2,620  
 $1.00 par      shares 
   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 $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 
  
1     Plan Information                                   * 
 
2     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. Equity Incentive Plan for Key Employees,   
           as amended.  
  
     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. Equity Incentive  
               Plan for Key Employees, as amended  
  
   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