EXHIBIT 23.1
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                       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
January 10, 1997