EXHIBIT 24A



               CONSENT OF INDEPENDENT ACCOUNTANTS
               __________________________________



We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-3 of our report dated September 22, 1995, which appears on
page 31 of the 1995 Annual Report to Shareholders of Echlin Inc.,
which is incorporated by reference in Echlin Inc.'s Annual Report
on Form 10-K for the year ended August 31, 1995.  We also consent
to the incorporation by reference of our report on the Financial
Statement Schedule, which appears on page 12 of such Annual
Report on Form 10-K.  We also consent to the references to us
under the heading "Experts" in such Prospectus. 








PRICE WATERHOUSE LLP
Stamford, Connecticut
August 5, 1996