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  24,  1996,  which  appears  on page 31 of the 1996  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, 1996.  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 reference to us under the heading "Experts" in such Prospectus.





PRICE WATERHOUSE LLP
Stamford, Connecticut
April 30, 1997