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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000931763-96-000012.txt : 19960122
<SEC-HEADER>0000931763-96-000012.hdr.sgml : 19960122
ACCESSION NUMBER:		0000931763-96-000012
CONFORMED SUBMISSION TYPE:	DEFR14A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19960119
SROS:			NASD

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GENCOR INDUSTRIES INC
		CENTRAL INDEX KEY:			0000064472
		STANDARD INDUSTRIAL CLASSIFICATION:	CONSTRUCTION MACHINERY & EQUIP [3531]
		IRS NUMBER:				590933147
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		DEFR14A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-03821
		FILM NUMBER:		96505679

	BUSINESS ADDRESS:	
		STREET 1:		5201 N ORANGE BLOSSOM TRAIL
		CITY:			ORLANDO
		STATE:			FL
		ZIP:			32810
		BUSINESS PHONE:		4072906000

	MAIL ADDRESS:	
		STREET 2:		5201 N ORANGE BLOSSOM
		CITY:			ORANLANDO
		STATE:			FL
		ZIP:			32810

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MECHTRON INTERNATIONAL CORP
		DATE OF NAME CHANGE:	19880128

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MECHTRON GENCO CORP
		DATE OF NAME CHANGE:	19720411

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MECHTRON CORP
		DATE OF NAME CHANGE:	19690909
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEFR14A
<SEQUENCE>1
<DESCRIPTION>REVISED DEF PROXY
<TEXT>

<PAGE>
 
                [LETTERHEAD OF GENCOR INDUSTRIES APPEARS HERE]


January 15, 1996

Fellow Gencor Shareholder,

You recently received our Notice of Annual Meeting and Proxy Statement together 
with an Annual Report. As your Chairman and President, I am most pleased by our 
record results for 1995 following three years of consistently increasing sales 
and earnings. To help in our efforts to continue this record, it is extremely 
important that you sign and return your Proxy form. In case you mislaid the one 
you received earlier, we have enclosed another copy with a return envelop.

By sending you Proxy, you will be casting your vote for David A. Air as your 
Board representative. Mr. Air has been a Director of your company since 1993, 
its period of greatest growth in sales and profits. He has extensive experience 
in all of Gencor's operations, industry, and market segments as well as other 
areas of heavy industry business expertise. Mr. Air is respected by your other 
Board members and has been a significant contributor to the growth of our 
company.

You should know that your management, supported by the current Directors, has 
produced consistent increases in sales and profits during the last four years. 
These have been:

<TABLE> 
   Year             Sales                 Profits                Earnings/Share
   ----          -----------          --------------             --------------
   <S>           <C>                     <C>                     <C> 
   1992          $44,853,000              $35,000                   $0.02
   1993          $52,495,000             $695,000                   $0.41
   1994          $57,732,000            $1,630,000                  $1.01
   1995          $58,944,000            $2,536,000                  $1.46
</TABLE> 

Because the company changed its fiscal year in 1993, the above results were 
computed for comparative purposes as full twelve months ending December 31, 1992
and 1993 and September 30, 1994 and 1995. Per share earnings for 1994 and 1995 
reflect a 10% stock dividend paid in 1994.

Recently we initiated even stronger efforts toward growth in new markets as well
as our existing areas of expertise. We are almost doubling the size of our 
production plant in Orlando as a means of responding to increases in sales 
demand. As a part of our future growth strategy, it is also our intention to 
pursue acquisitions. In both our existing and new markets, we need a cohesive 
Board of Directors who can work together to continue our progress in all areas. 
David Air is a vital part of these efforts.

We look forward to receiving your Proxy and to continuing our work for you and 
the other owners of our company.

Sincerely,

E.J. Elliott
Chairman & President




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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