Exhibit 23.1


                      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
January 30, 1996 appearing on page 41 of Arvin Industries, Inc.'s Annual Report 
on Form 10-K for the year ended December 31, 1995. We also consent to the 
reference to us under the heading "Experts" in such Prospectus.




Price Waterhouse LLP

Indianapolis, Indiana
December 16, 1996