SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
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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) November 10, 1994
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                              ARVIN INDUSTRIES, INC.
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              (Exact name of registrant as specified in charter)


Indiana                     1-302                       35-0550190
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(State of other     (Commission file number)       (IRS employer
jurisdiction of                                identification no.)
 incorporation)

One Noblitt Plaza, Box 3000, Columbus, Indiana--------47202-3000
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(Address of principal executive offices)              (Zip code)


Registrant's telephone number, including area code (812)379-3000
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(Former name or former address, if changed since last report)

Item 5.	Other Events

		The Board of Directors of the registrant adopted 
amendments to Sections 2.9 & 3.7 of its Amended and Restated By-
Laws at a regular meeting thereof, held on November 10, 1994.  The 
effect of the amendment to Section 2.9, as amended, is to provide 
that the Chairman shall fix and announce the time of the opening 
and closing of the polls for each matter upon which the 
shareholders are to vote.  The effect of the amendment to Section 
3.7, as amended, is to provide that special meetings of the Board 
of Directors shall be called by the Chairman or, in his or her 
absence, by the Secretary, upon the written request of a majority 
of the Board.


Item 7. 	Financial Statements and Exhibits

		(c) Exhibits -

		(3)(ii) Amended and Restated By-Laws.




SIGNATURE


		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 thereunto duly authorized.

Dated: December 21, 1994               ARVIN INDUSTRIES, INC.


                                    By: /s/Ronald R. Snyder
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                                       Ronald R. Snyder
                                       Vice President, General
                                           Counsel & Secretary