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)            January 3, 1997
                              
                              
                   ARVIN INDUSTRIES, INC.
                 ---------------------------
   (Exact name of registrant as specified in its charter)
                              
                                                     
                                                     
     Indiana                1-302               35-0550190
 ---------------     --------------------    ---------------
 (State or other    Commission File Number   (I.R.S.Employer
 jurisdiction of                           Identification No.)
  incorporation)
                                                     

      One Noblitt Plaza, Box 3000                   
              Columbus, IN                     47202-3000
       -------------------------            ---------------
(Address of principal executive offices)       (Zip Code)
                              
                              
                              
                              
                        812-379-3000
                     ------------------
     (Registrant's telephone number including area code)
                              
                              
                              
                              

Item 5. Other Events

   The Company may issue forward looking statements from
time-to-time and in doing so notes that a variety of factors
could cause the actual results and experience to differ
materially from the expressed forward looking statements.
The exhibit, filed herewith and incorporated by reference,
describes some factors and circumstances that may effect the
financial performance of the Company.

Item 7.  (c)  Exhibits


                 Forward-Looking Statements
                ----------------------------

     From time-to-time, the Company may publish forward-
looking statements relating to such matters as anticipated
financial performance, business prospects, technological
developments, new products, research and development
activities and similar matters.  The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements.  Such statements are usually
identified by the use of words or phrases such as :
"believes," "anticipates," "expects," "estimates,"
"planned," "outlook," "goal" and "on target."  Such
statements reflect the current expectations and assumptions
of Company management.  Because forward-looking statements
involve risks and uncertainties, the Company's actual
results could differ materially.  In order to comply with
the terms of the safe harbor, the Company notes that a
variety of factors could cause the Company's actual results
and experience to differ materially from the anticipated
results or other expectations expressed in the Company's
forward-looking statements.

     The risks and uncertainties that may affect the
operations, performance and results of the Company's
business include the following:

     (1)  general economic and competitive conditions in the
markets and countries in which the Company operates;

     (2)  strikes or other work stoppages affecting the
Company or its major customers or suppliers;

     (3)  the level of consumer demand for new vehicles
equipped with the Company's products;

     (4)  the Company's ability to continue to control and
reduce its costs of production;

     (5)  the level of consumer demand for the Company's
aftermarket products, which varies based on such factors as
the severity of winter weather and the age of automobiles in
the Company's markets, as well as general economic
conditions;

     (6)  the impact on demand for the Company's aftermarket
products of prior improvements in original equipment product
quality;

     (7)  the effect of changes in the distribution channels
for aftermarket products;

     (8)  the effect of technological change;

     (9)  the risks inherent in international operations and
joint ventures;

    (10)  the strength of the U.S. dollar against currencies
of other countries where the Company operates; and

    (11)  changes in financial markets affecting the
Company's financial structure and the Company's cost of
capital and borrowed money.

     Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those
described in the forward-looking statement.  The Company
does not intend to update forward-looking statements.



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.




ARVIN INDUSTRIES, INC.


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



Date:     January 3, 1997