UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549
                              
                              
                            ________________________
                              
                                     Form 8-K
                              
                              
                                  CURRENT REPORT
                              
                     PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT of 1934
                              
                              
                              
        Date of Report  (Date of earliest event reported): May 15, 1998
                              
                              
                              Coltec Industries Inc
              (Exact name of registrant as specified in its charter)
                              
                              
    Pennsylvania                       1-7568                13-1846375
  (State or other juris-            (Commission           (I.R.S. Employer
 diction of incorporation)          File Number)         Identification No.)


 3 Coliseum Centre, 2550 West Tyvola Road, Charlotte, North Carolina 28217
                  (Address of principal executive offices)        (Zip Code)


      Registrant's telephone number, including area code: (704) 423-7000







Item 5.             Other Events.

Attached as an Exhibit to this Report is the Press Release issued by Coltec 
Industries Inc (Coltec) on May 15, 1998 which announces the sale of the 
capital stock of its Holley Performance Products subsidiary to Kohlberg & 
Co., L.L.C., a private merchant banking firm located in Mount Kisco, New 
York, for $100 million in cash.



Item 7.   Financial Statements and Exhibits.

(c)  Exhibits.

99.1.	 Attached as an Exhibit to this Report is the Press Release issued by 
Coltec Industries Inc (Coltec) on May 15, 1998 which announces the sale of 
the capital stock of its Holley Performance Products subsidiary to Kohlberg
& Co., L.L.C., a private merchant banking firm located in Mount Kisco, 
New York, for $100 million in cash.

	

 


                              
                              
                                 SIGNATURES
                              
                              
Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.


                                                                      
                                  Coltec Industries Inc


                                         /s/Robert J. Tubbs
Date:  May 15, 1998         				By:  Name:  Robert J. Tubbs
                              			 		Title:  Executive Vice President




Exhibit 99.1

Charlotte, NC, May 15, 1998 - Coltec Industries Inc (NYSE:COT) has completed 
the sale of the capital stock of its Holley Performance Products subsidiary 
to Kohlberg & Co., L.L.C., a private merchant banking firm located in Mount 
Kisco, New York, for $100 million in cash.

Holley, with facilities in Bowling Green, Kentucky, and Springfield, 
Tennessee, is a leader in the production of performance carburetors, ignition
systems, fuel pumps, fuel-injection systems, intake manifolds, and other 
products that enhance the performance of automobile engines. The business had
sales of approximately $100 million in 1997.

John W. Guffey, Jr., chairman and chief executive officer of Coltec 
Industries, said, "This transaction completes our exit from the automotive 
components industry, and our aerospace and industrial operations now have our
undivided attention. We began focusing all of our resources on our Aerospace 
and Industrial Segments in 1996, and the growing opportunities in these arenas 
increase our confidence that we will achieve the goals of our Coltec 2000 
initiative."

The goals of this strategic initiative are to achieve $2 billion in sales by 
the year 2000, while maintaining or improving operating margins.

The proceeds from this sale will be applied toward reducing short-term debt. 

Coltec Industries is a diversified manufacturing company serving primarily 
aerospace and general industrial markets.