Exhibit 23(B)
Consent of Independent Accountants

We hereby consent to the incorporation by reference in the
Prospectuses constituting part of the Registration Statements on
Form S-3 (No. 33-41242 and No. 33-53087) of Arvin Industries,
Inc. of our report dated January 24, 1998 appearing in this Form
10-K.

Price Waterhouse LLP
/s/ Price Waterhouse LLP
Indianapolis, Indiana
March 16, 1998