SECURITIES AND EXCHANGE COMMISSION
                         Washington, D. C.  20549
                                 FORM 10-Q
(Mark one)
  [ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                            EXCHANGE ACT OF 1934

   For the quarterly period ended    November 30, 1996
                                  ------------------------     

                                    OR

  [   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE           
         SECURITIES EXCHANGE ACT OF 1934

   For the transition period from              to 
                                   -----------    --------------          

                        Commission file no. 1-4651
                                            -------

                           ECHLIN INC.                                 
---------------------------------------------------------------------------
          (Exact name of registrant as specified in its charter)

         Connecticut                                   06-0330448        
-------------------------------------------     ----------------------
   (State of incorporation)                       (I.R.S. employer
                                                   identification no.)

         100 Double Beach Road
         Branford, Connecticut                          06405
-------------------------------------------      ---------------------      
  (Address of principal executive offices)           (Zip code)

                             (203) 481-5751       
                  ---------------------------------------
           (Registrant's telephone number, including area code)


---------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  YES X    NO
                                                   ----      ----

                  (APPLICABLE ONLY TO CORPORATE ISSUERS)

Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

    Title of class                         Outstanding at December 31, 1996
--------------------------                 --------------------------------
Common stock, $1 par value                           62,395,864

<PAGE>
                                ECHLIN INC.
<TABLE>

                                   INDEX
<CAPTION>

PART I.  FINANCIAL INFORMATION                                      Page
------------------------------                                      ----
<S>                                                                  <C>
Item 1.  Financial Statements                                         

           Consolidated balance sheets--November 30, 1996 
           and August 31, 1996.                                       3

           Consolidated statements of income--Three months ended 
           November 30, 1996 and 1995.                                4

           Consolidated statements of cash flows--Three months 
           ended November 30, 1996 and 1995.                          5

           Notes to consolidated financial statements--
           November 30, 1996.                                         6

Item 2.  Management's Financial Analysis                              7


PART II.  OTHER INFORMATION
---------------------------

Item 4.  Submission of Matters to a Vote of Security Holders          8

Item 6.  Exhibits and Reports on Form 8-K                             8

SIGNATURES                                                            9
----------

</TABLE>

                                     2

<PAGE>
                      PART I:  FINANCIAL INFORMATION

<TABLE>
                                ECHLIN INC.
                        CONSOLIDATED BALANCE SHEETS
                  (In thousands, except per share data) 

<CAPTION>
                                                   November 30,  August 31,
                                                       1996         1996   
                                                    -----------  ----------
                                                    (unaudited)      (A)   
<S>                                                 <C>            <C>
                                  ASSETS
Current assets:
  Cash and cash equivalents                         $   19,257  $   16,106 
  Accounts receivable, less-allowance for
    doubtful accounts of $5,937 and $5,621             421,350     370,837 
  Inventories, at lower of cost (first-in,
    first-out) or market:
    Raw materials and component parts                  180,986     167,215 
    Work in process                                     90,971      87,140 
    Finished goods                                     471,114     425,027 
                                                    ----------  ---------- 
      Total inventories                                743,071     679,382 
  Other current assets                                  58,815      42,687 
                                                    ----------  ---------- 
    Total current assets                             1,242,493   1,109,012 
                                                    ----------  ---------- 
Property, plant and equipment, at cost               1,238,530   1,155,495 
  Accumulated depreciation                            (554,748)   (534,186)
                                                    ----------  ---------- 
    Property, plant and equipment, net                 683,782     621,309 
                                                    ----------  ---------- 
Marketable securities                                   84,671      83,578 
                                                    ----------  ---------- 
Intangible Assets                                      357,323     226,292 
                                                    ----------  ---------- 
Other assets                                            85,552      90,563 
                                                    ----------  ---------- 
  Total assets                                      $2,453,821  $2,130,754 
                                                    ==========  ========== 

                   LIABILITIES AND SHAREHOLDERS' EQUITY

<S>                                                 <C>         <C>
Current liabilities:
  Notes payable to banks                            $   69,044  $   21,596 
  Current portion of long-term debt                     10,258       6,286 
  Accounts payable                                     252,805     264,532 
  Accrued taxes on income                               37,152      33,985 
  Accrued liabilities                                  225,525     197,828 
                                                    ----------  ---------- 
    Total current liabilities                          594,784     524,227 
                                                    ----------  ---------- 
Long-term debt                                         690,585     468,013 
                                                    ----------  ---------- 
Deferred income taxes                                  128,909     129,640 
                                                    ----------  ---------- 
Shareholders' equity:
  Preferred stock, without par value:
    Authorized 1,000,000 shares, issued none                 -           - 
  Common stock, $1 par value:
    Authorized 150,000,000 shares,
    issued 62,321,564 and 62,242,279                    62,322      62,242 
  Capital in excess of par value                       352,280     350,935 
  Retained earnings                                    682,533     658,235 
  Foreign currency translation adjustment              (57,007)    (61,953)
  Net unrealized investment gains                        2,410       2,410 
  Treasury stock, at cost, 270,264 shares               (2,995)     (2,995)
                                                    ----------  ---------- 
    Total shareholders' equity                       1,039,543   1,008,874 
                                                    ----------  ---------- 
  Total liabilities and shareholders' equity        $2,453,821  $2,130,754 
                                                    ==========  ========== 

</TABLE>

See notes to consolidated financial statements.

(A)  The balance sheet at August 31, 1996 has been derived from the audited
financial statements at that date.


                                     3
<PAGE>
<TABLE>
                                ECHLIN INC.
               CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                   (In thousands, except per share data)

<CAPTION>
                                                       Three Months Ended  
                                                          November 30,   
                                                     -------------------- 
                                                                           
                                                        1996        1995   
                                                     ---------   --------- 
<S>                                                  <C>         <C>

Net sales                                             $846,045    $713,767 
Cost of goods sold                                     630,808     520,665 
                                                     ---------   --------- 
  Gross profit on sales                                215,237     193,102 
Selling and administrative expenses                    148,895     133,866 
                                                     ---------   --------- 
  Income from operations                                66,342      59,236 
                                                     ---------   --------- 
Interest expense                                        11,159      10,718 
Interest income                                          3,194       2,829 
                                                     ---------   --------- 
  Interest expense, net                                  7,965       7,889 
                                                     ---------   --------- 
  Income before taxes                                   58,377      51,347 
Provision for taxes                                     20,432      17,674 
                                                     ---------   --------- 
  Net income                                          $ 37,945    $ 33,673 
                                                     =========   ========= 

Average shares outstanding                              62,012      61,853 
                                                     =========   ========= 

  Earnings per share                                     $0.61       $0.54 
                                                     =========   ========= 

  Dividends per share                                    $0.22      $0.205 
                                                     =========   ========= 
</TABLE>

See notes to consolidated financial statements.


                                     4
<PAGE>
<TABLE>
                                ECHLIN INC.
             CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                              (In thousands)

<CAPTION>
                                                        Three Months Ended 
                                                            November 30,   
                                                      ---------------------
                                                         1996        1995  
                                                      ---------   ---------
<S>                                                  <C>         <C>
    Cash flows from operating activities:
      Net income                                      $ 37,945    $ 33,673 
      Adjustment to reconcile net income to net
        cash provided by operating activities:
        Depreciation and amortization                   27,051      22,105 
        Gain on sale of business                        (7,283)         -- 
      Changes in assets and liabilities, excluding
        acquisitions' balance sheets:
        Accounts receivable                            (12,719)    (32,675)
        Inventories                                    (46,228)    (31,728)
        Other current assets                            (7,964)     (3,935)
        Accounts payable                               (31,356)      5,517 
        Taxes on income                                    239      11,423 
        Accrued liabilities                             12,364     (18,351)
        Other                                           (5,659)       (267)
                                                      --------    -------- 
          Cash used for operating activities           (33,610)    (14,238)
                                                      --------    -------- 

      Cash flows from financing activities:
        Long-term and short-term borrowings            354,897     163,390 
        Long-term and short-term repayments           (119,345)   (117,797)
        Proceeds from common stock issuances             1,425       1,140 
        Dividends paid                                 (13,647)    (12,229)
                                                      --------    -------- 
          Cash provided by financing activities        223,330      34,504 
                                                      --------    -------- 

      Cash flows from investing activities:
        Capital expenditures, net of disposals         (27,361)    (22,436)
        Sale of marketable securities                      436      17,576 
        Net assets of businesses acquired and sold    (160,928)    (36,935)
                                                      --------    -------- 
          Cash used for investing activities          (187,853)    (41,795)
                                                      --------    -------- 
      Translation impact on cash                         1,284      (1,592)
                                                      --------    -------- 
         Increase (decrease) in cash and cash
          equivalents                                    3,151     (23,121)
      Cash and cash equivalents at beginning of period  16,106      27,700 
                                                      --------    -------- 
        Cash and cash equivalents at end of period    $ 19,257    $  4,579 
                                                      ========    ======== 

</TABLE>
      See notes to consolidated financial statements.


                                     5

<PAGE>
                                ECHLIN INC.
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


NOTE 1. General:
----------------
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.  In the opinion of
management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair statement have been included.  Operating
results for the three-month period ended November 30, 1996 are not
necessarily indicative of the results that may be expected for the year
ending August 31, 1997.  For further information, refer to the consolidated
financial statements and footnotes thereto included in the company's Annual
Report on Form 10-K for the year ended August 31, 1996.

NOTE 2. Business Combinations:
------------------------------
During September 1996, the company acquired Long Manufacturing, Ltd.
(Long), headquartered in Oakville, Ontario, Canada, for approximately
$158.8 million.  Long manufactures and distributes motor vehicle heat
exchange products and air-conditioning evaporators to original equipment
manufacturers and aftermarket customers.

In October 1996, the company acquired Nobel Plastiques SA (Nobel), located
in France and Spain, for approximately $16 million. Nobel manufactures
fluid, hydraulic and pneumatic servo control lines.

Both acquisitions were accounted for using the purchase method of
accounting.

NOTE 3. Borrowing Arrangements:
-------------------------------
Commercial paper, domestic notes payable and certain notes payable with
foreign banks at November 30, 1996 have been classified as long-term debt
because of the company's intent to refinance this debt on a long-term basis
and the availability of such financing under the terms of the company's
revolving credit agreement.  The weighted average interest rates at
November 30, 1996 were 5.4% for commercial paper, 5.8% for domestic notes
payable and 3.3% for foreign notes payable.

NOTE 4. Sale of Business:
-------------------------
During October 1996, the company sold certain assets of Sensor Engineering,
a division of the company that manufactures cards and readers for access
control systems, for $11.4 million.  The pre-tax gain resulting from the
sale, in the amount of $7,283,000, was deducted from selling and
administrative expenses in the accompanying consolidated statement of
income.  The gain on the sale added $0.07 to earnings per share for the
quarter. 



                                     6
<PAGE>
                                ECHLIN INC.
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


Note 5. Subsequent Event:
-------------------------

During December 1996, the company acquired the outstanding common
stock of Iroquois Tool Systems, Inc., a brake rotor manufacturer,
located in Erie, Pennsylvania by issuing 335,474 shares of common
stock.  This acquisition will be accounted for as a pooling of
interests and as a result the financial statements for fiscal 1997
will be restated during the second quarter to include Iroquois
results.


                   MANAGEMENT'S FINANCIAL ANALYSIS


Results of Operations:
----------------------

Net sales for the first three months of fiscal 1997 increased
$132,278,000 or 18.5% as compared to the same period a year ago. 
This growth was primarily due to the acquisitions of EPIC Technical
Group, formerly known as the Automotive Segment of Handy & Harman,
and Long Manufacturing Ltd.

Net sales of comparable operations, those part of Echlin for at
least twelve months, rose 4.0%.  Domestic comparable operations rose
5.3% while foreign comparable operations were 1.0% above a year ago. 
Domestically the sales growth was due to the introduction of new
products, price increases and a slight increase in unit volume.  The
non-U.S. operations sales increase was attributable to price
increases and the introduction of new products, partially offset by
lower unit volume and the effect of translation.  European heavy
duty operations began to experience weaker customer demand during
the period.  

Gross profit to sales for the quarter declined 1.7% to 25.4% as
compared to the prior year.  This quarter we experienced higher than
normal returned goods from U.S. warehouse distributors and retailers
which have adversely impacted margins.  In addition, weak customer
demand around the world caused us to lower production levels,
resulting in unabsorbed overhead costs.

Selling and administrative expenses increased $15,029,000 or 11.2% 
over the prior year. The percentage of selling and administrative
expenses to sales declined 1.2% to 17.6% from a year ago.  The
dollar increase was primarily attributable to expenses generated by
acquisitions, offset in part by the pre-tax gain of $7,283,000 from
the sale of Sensor Engineering.

Net interest expense increased $76,000 over the previous year due to
higher average debt levels, which was partially offset by lower
domestic short-term borrowing rates.


                                  7
<PAGE>
                             ECHLIN INC.
                   MANAGEMENT'S FINANCIAL ANALYSIS

Liquidity and Sources of Capital:
---------------------------------
During the first three months of fiscal 1997, operations used
$33,610,000 of cash vs. $14,238,000 used during the same period last
year.  Higher cash outflows due to timing of liability payments were
partially offset by improved cash inflows for accounts receivable.

During the quarter the company's debt levels, excluding amounts
added by acquisitions, increased $235,552,000.  These funds were
used to fund acquisitions, working capital requirements and capital
expenditures.
 
The ratio of total debt to total capital was 43% at November 30,
1996 as compared to 33% at August 31, 1996 and 38% at November 30,
1995.

                     PART II:  OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders.
-------------------------------------------------------------
The Annual Meeting of Shareowners was held on December 18, 1996, for
the purpose of electing eleven Directors of the company, approving
the 1996 Non-Executive Director Stock Option Plan, and approving the
designation of Price Waterhouse LLP as independent accountants for
fiscal 1997.  All of the company's nominees for directors as listed
in the proxy statement were elected.  The vote for each nominee was
as follows:
<TABLE>
<CAPTION>
                             Shares            Shares
                           voting "For"      "Withheld"
                           -----------        --------   
  <S>                     <C>                <C>
  John F. Creamer, Jr.     55,391,955          920,104     
  Milton P. DeVane         55,107,682        1,204,377     
  John E. Echlin, Jr.      55,839,958          472,101     
  C. Scott Greer           55,772,773          539,286     
  John F. Gustafson        55,137,688        1,174,371     
  Donald C. Jensen         55,836,845          475,214     
  Trevor O. Jones          55,827,947          484,112     
  Frederick J. Mancheski   55,710,870          601,189     
  Phillip S. Myers         54,827,854        1,484,205     
  William P. Nusbaum       55,707,636          604,423
  Jerome G. Rivard         55,393,571          918,488     
</TABLE>

The proposal for the approval of the 1996 Non-Executive Director
Stock Option Plan was adopted.  The proposal received 53,955,776
"For" votes, 2,055,729 "Against" votes and 300,554 abstentions.

The proposal for the approval of Price Waterhouse LLP as independent
accountants for fiscal 1997 was adopted.  The proposal received
55,930,614 "For" votes, 44,595 "Against" votes and 336,850
abstentions.


Item 6.  Exhibits and Reports on Form 8-K.
------------------------------------------
During the quarter ended November 30, 1996, the company did not file
any reports on Form 8-K. 
                                  8

<PAGE>
                             SIGNATURES
                            ------------


Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.


                                          Echlin Inc.





Date:   January 9, 1997                   /s/ Kenneth T. Flynn, Jr.
        ----------------                  --------------------------
                                          Kenneth  T. Flynn, Jr.
                                          Assistant Corporate
                                          Controller, Acting Chief
                                          Accounting Officer




Date:  January 9, 1997                    /s/ Jon P. Leckerling
       ----------------                   --------------------------
                                          Jon P. Leckerling
                                          Vice President, General
                                          Counsel and Corporate
                                          Secretary


                                  9