Exhibit 23(C)
                  Independent Auditors' Report

The Board of Directors
Space Industries International, Inc.:

We have audited the consolidated balance sheets of Space
Industries International, Inc. and subsidiaries (formerly Calspan
Holding Corporation) as of January 1, 1995 and January 2, 1994
and the related consolidated statements of operations,
shareholders equity and cash flows for the years then ended (not
presented separately herein).  These consolidated financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.  The financial
statements of Space Industries International, Inc. and
subsidiaries (formerly Calspan Holding Corporation) as of January
3, 1993 were audited by other auditors whose report dated April
16, 1993 expressed an unqualified opinion on those statements.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Space Industries International, Inc. and subsidiaries
(formerly Calspan Holding Corporation) as of January 1, 1995 and
January 2, 1994, and the results of their operations and their
cash flows for the years then ended in conformity with generally
accepted accounting principles.

Our report dated January 25, 1994, on the consolidated financial
statements of Space Industries International, Inc. and
subsidiaries (formerly Calspan Holding Corporation) as of and for
the year ended January 2, 1994, contained an explanatory
paragraph that stated that the recovery of the $18,154,619 of
capitalized costs related to the Space Facility Technology was
dependent on the future success in selling the Space Facility
Technology or the Industrial Space Facility or the related
service, at profitable terms, or the sale of the engineering
designs of the Industrial Space Facility.  As described in Note
4, due to recent developments and a decision by the Company to
focus on other activities, the Company determined that the
recovery of these capitalized costs is highly unlikely.
Accordingly, these costs were expensed in fiscal 1994.


KPMG Peat Marwick LLP
/s/ KPMG Peat Marwick LLP
Houston, Texas
January 25, 1995



Consent of Independent Accountants


The Board of Directors
Calspan SRL Corporation:


We consent to the incorporation by reference in the registration
statements (Nos. 33-50371, 33-50381, 33-21717, 33-19049, 33-
04407, 2-97395, 2-78417, 333-16833 and 33-40438) on Form S-8 and
(Nos. 33-41242 and 33-53087) on Form S-3 of Arvin Industries,
Inc. of our report dated January 25, 1995 with respect to the
consolidated statements of operations, shareholders' equity, and
cash flow of Space Industries International, Inc. and
subsidiaries (formerly Calspan Holding Corporation and
predecessor to Calspan SRL Corporation) for the year ended
January 1, 1995, which report appears in the December 29, 1996
annual report on Form 10-K of Arvin Industries, Inc.

KPMG Peat Marwick LLP
/s/ KPMG Peat Marwick LLP
Buffalo, New York
March 19, 1997