<PAGE>
 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-K

Mark One
           [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

                     For fiscal year ended August 31, 1996

                                      OR

           [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                         Commission File Number 1-4651

                                  Echlin Inc.
            (Exact name of registrant as specified in its charter)

            Connecticut                       No: 06-0330448
    (State or other jurisdiction              (I.R.S. Employer
   of incorporation or organization)         Identification No.)

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

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

          Securities registered pursuant to Section 12(b) of the Act:

                                     New York Stock Exchange Inc.
    Common Stock,              The Pacific Stock Exchange Incorporated
   $1.00 par value              International Stock Exchange in London
   (Title of Class)          (Name of each exchange on which registered)

       Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [ ]

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, and (2) has been subject to such filing requirements
for the past 90 days.  YES   X   NO 
                            ---     ---   

The aggregate market value of the voting stock of the registrant held by non-
affiliates of the registrant on November 6, 1996 was $2,022,667,812.  On
November 6, 1996, there were 62,042,200 shares of common stock issued and
outstanding.


                      DOCUMENTS INCORPORATED BY REFERENCE
                      -----------------------------------

l.  Portions of Echlin's 1996 Annual Report to Shareholders are incorporated
    into Parts I and II.

2.  Portions of Echlin's 1996 Annual Proxy Statement are incorporated into
    Part III.

                                       1
<PAGE>
 
                                     PART I
                                     ------

ITEM 1.  BUSINESS
-----------------

   Echlin Inc. was incorporated in the state of Connecticut in 1959 and is
engaged in only one business segment as a worldwide supplier of products to
maintain or improve the efficiency and safety of motor vehicles.  During the
past fiscal year, Echlin Inc. and its subsidiaries ("Echlin" or the "company")
continued to conduct its business in a manner consistent with prior years.

   The company's principal products can be classified into the following
categories:  brake system, engine system, other vehicle parts and non-vehicular
products.  Brake system parts include hydraulic brake master cylinders, push
rods for master cylinders, brake shoes, drums, brake cables, hardware and wheel
cylinders for drum brake systems, disc pads, rotors and calipers for disc brake
systems, hoses and electric brake controllers and antilock brake systems.  In
addition, wheel oil seals, compressors, air dryers, valves, power boosters,
pressure converters, air brake actuating products, spring brakes, brake block,
remanufactured brake shoes, hose assemblies, pneumatic and electrical
connectors, slack adjusters, gladhands, hubs and trailer draw bars are
manufactured for the heavy duty brake market.  Engine system parts include
condensers, contacts, complete distributors, distributor caps, ignition coils,
rotors, control modules, sensors, actuators, electronic voltage regulators, wire
and cable products, carburetor and emission control parts, fuel pumps, water
pumps, oil pumps, power steering pumps, filters, gaskets, heating and air-
conditioning and power steering coupled hose assemblies, oil coolers, starter
drives, solenoids, electronic fuel injection systems, oxygen sensors, EGR
valves, LPG carburetion parts and PCV valves.  Other vehicle parts include new
and remanufactured clutches, bell housings, automatic transmission parts, timing
gears and chains, universal joints, drive shafts, engine mounts, airhorns,
steering and air suspension system components, heavy duty windshield wiper
systems, shifters and linkage, traction bars, shock absorbers, ball pins, track
rod ends, king pins, tie-rods, rubber bushings and mounts, louvers, lug nuts,
wheel and chrome accessories, mirrors, electrical connectors, body paints and
finishes and cleaners for the high performance market.  Non-vehicular products
include security access control products, small engine parts, marine engine
parts and extruded plastic.


Sales by product class for the last three fiscal years ended August 31 were as
follows:


<TABLE>
<CAPTION>

                            (In millions of dollars)
 
Product Class                1996      1995      1994
-------------                ----      ----      ----
<S>                       <C>       <C>       <C>
 
Brake System Parts        $1,253.3  $1,181.2  $1,053.4
Engine System Parts          969.5     848.6     617.3
Other Vehicle Parts          736.2     576.1     508.6
Non-Vehicular Products       169.7     112.0      50.2
                          --------  --------  --------
           Total          $3,128.7  $2,717.9  $2,229.5
                          ========  ========  ========
</TABLE>

   The company's products are sold primarily as replacement products for use by
professional mechanics and by car and truck owners. Sales are made to automotive
warehouse distributors, heavy duty distributors, retailers, other parts
manufacturers and parts remanufacturers. The company also sells its products to
original equipment manufacturers in both the automotive and heavy duty markets.

                                       2
<PAGE>
 
Raw Materials
-------------

   Echlin's principal requirements for raw materials consist of copper, brass,
steel, plastic, paperboard, rubber, resin, iron, zinc and aluminum.  Echlin is
not dependent on any one source for the raw materials essential to its business,
and during the last year encountered no difficulties in obtaining raw materials.

Patents and Licenses
--------------------

   Echlin holds a number of patents on its air brake system parts, hydraulic
brake system parts, engine system parts, high performance products and security
access control products.  The loss or expiration of any of these patents would
not, however, have a significant effect on Echlin's operations.


Seasonal Effects
----------------

   Echlin's business does not have material seasonal characteristics.


Working Capital Items
---------------------

   Inventories are kept at a sufficient level to service customer orders but are
not disproportionate to Echlin's sales.  Echlin grants customers the right to
return goods where the conditions of Echlin's obsolescence and return policies
are met.  This practice has not had materially adverse effects on its business.


Customers
---------

   Members of the National Automotive Parts Association (NAPA) represent the
company's largest group of customers and accounted for 8.6% of consolidated net
sales for the year ended August 31, 1996.  Included in this number were sales to
Genuine Parts Company and its affiliates, the largest member of NAPA, which
accounted for 8.5% of consolidated net sales in fiscal 1996.  This long-standing
relationship with NAPA started in 1928.  Products identified by the trademarks
"NAPA Echlin" and "NAPA United" are sold exclusively in the United States to
NAPA distribution centers.  Echlin believes its relationships with NAPA and its
members are good, however, the loss of the NAPA members as customers would have
a materially adverse effect on its business.


Backlog
-------

   Most of Echlin's sales are from its inventory so that the amount of backlog
is not material to an understanding of its business.


Government Contracts
--------------------

   Government contracts are not material to Echlin's business.


Competitive Conditions
----------------------

   As Echlin sells different product lines in various markets, there is no one
company which serves as its major competitor.  There are a number of large
independent manufacturers of parts and supplies and the leading original
equipment manufacturers also supply virtually every part sold by Echlin.  In
addition, the company faces competition in domestic markets from foreign
manufacturers.

   Competition in all markets served by Echlin is based on product quality,
delivery, warranty, customer service and price.  Echlin believes that its
products command good acceptance, and that it is one of the leading
manufacturers in the industry.

                                       3
<PAGE>
 
Environmental Regulations
-------------------------

   The company is involved with a number of waste disposal sites as to which it
has been named a potentially responsible party (PRP) under the Federal Superfund
law.  The extent of the company's financial contribution to the cleanup of these
sites is expected to be limited based on the volume of waste attributable to the
company and the number and financial strength of other named PRPs.  The company
is also involved in remedial and voluntary environmental cleanup projects at
several other sites which are not the subject of any Superfund law proceeding.
Although it is impossible at this time to quantify the potential financial
impact of compliance with environmental protection laws, management does not
believe that compliance with Federal, state or local provisions will have a
material effect on capital expenditures, earnings or its competitive position.
The company continues to modify, on an ongoing, regular basis, certain of its
processes to reduce the impact on the environment.  These efforts include
removal of many of its underground storage tanks and reduction or elimination of
certain materials and wastes from use in operations.

Employees
---------

   Echlin employs approximately 27,700 people worldwide.  The company believes
that relations with its employees are satisfactory.


Research and Development
------------------------

   Echlin's basic parts and supplies business does not require it to make
substantial expenditures on research and development activities.  However,
Echlin has developed several new products and continues to make expenditures for
the modification and improvement of existing products and services.  In
addition, as a result of recent acquisitions, the company is developing new
products for use by original equipment manufacturers in the United States and
Europe.  For the years ended August 31, 1996, 1995 and 1994, Echlin spent
$44,711,000, $34,652,000 and $22,535,000, respectively, on research and
developmental efforts, substantially all of which was sponsored by Echlin.


Financial Information About Foreign and Domestic Operations and Export Sales
----------------------------------------------------------------------------

   For information relating to Echlin's foreign and domestic operations for
fiscal 1996, 1995 and 1994, see Note 9 to the consolidated financial statements
appearing on page 44 of Echlin's 1996 Annual Report to Shareholders, which pages
are incorporated herein by reference.  Export sales represent less than 10% of
the company's consolidated net sales.


ITEM 2.  PROPERTIES
-------------------

   The following table sets forth a summary description of Echlin's principal
physical properties as of November 1, 1996:
<TABLE>
<CAPTION>
                                                                Lease
                                                 Approximate  Expiration
Location           Principal Business Activity   Square Feet    Dates
--------           ---------------------------   -----------  ----------
<S>               <C>                            <C>          <C>
Prattville, AL    Heavy duty brake parts          108,000
                                                  123,000/*/        2000
 
La Mirada, CA     Parts distribution center        80,000/*/        2000
 
Modesto, CA       Parts distribution center       150,000/*/        1999
 
Vernon, CA        Parts distribution center        80,000/*/        2001
 
Branford, CT      Ignition and electrical parts   426,000
 
Newark, DE        Parts distribution center       146,000/*/        2000
 
Medley, FL        Parts distribution center        73,000/*/        1998
</TABLE>

                                       4
<PAGE>
 
<TABLE>
<CAPTION>
 
ITEM 2. (continued)
---------------------
                                                                     Lease
                                                      Approximate  Expiration
Location               Principal Business Activity    Square Feet    Dates
--------               ---------------------------    -----------  ----------
<S>                    <C>                            <C>          <C>
Pensacola, FL          Carburetor and emission
                       control parts                     128,000
 
Chicago, IL            Fuel pumps                        217,000
 
Franklin Park, IL      Parts distribution center         142,000/*/        2001
 
Litchfield, IL         Brake and small engine parts      525,000
 
McHenry, IL            Brake parts                       562,000
 
Naperville, IL         Distribution center               100,000/*/        1998
 
Ottawa, IL             Remanufactured clutches           185,000
 
Andrews, IN            Coupled hose assemblies           153,000/*/        2091
 
Angola, IN             Fuel system parts                 135,000
 
Columbia City, IN      Coupled hose assemblies           241,000
 
Elkhart, IN            Electronic components             249,000
 
Kendallville, IN       Fuel system parts                 118,000
 
Michigan City, IN      Heavy duty windshield wiper
                       systems                           106,000/*/        1998
 
Mishawaka, IN          Wire and cable products           160,000
 
Mitchell, IN           Coupled hose assemblies            90,000
 
Columbus, KS           Electrical rebuilder parts        169,000
 
Independence, KS       Ignition and electrical parts     389,000
 
Iola, KS               Air brake parts                   173,000
 
McPherson, KS          Extruded plastic sheet products   101,000
 
Stanford, KY           Brake parts                        95,000
 
Cuba, MO               Brake parts                       128,000
 
Kansas City, MO        Heavy duty parts distribution     150,000/*/        1998
                       center
 
Marion, NC             Remanufactured heavy duty
                       parts                              85,000
 
Archbold, OH           Fuel system parts                 135,000
 
Cleveland, OH          High performance products         404,000
 
Dover, OH              Fuel system parts                 156,000
 
Upper Sandusky, OH     Brake parts                       206,000
 
Nashville, TN          Parts distribution center         437,000/*/   1997,1998
 
Paris, TN              Brake parts and clutches          120,000
 
Fredericksburg, VA     Remanufactured brake parts        118,000/*/        1998
</TABLE>

                                       5
<PAGE>
 
<TABLE>
<CAPTION>
ITEM 2. (continued)
---------------------------
                                                                        Lease
                                Principal Business      Approximate   Expiration
Location                             Activity           Square Feet     Dates
---------------------------  -------------------------  ------------  ----------
<S>                          <C>                        <C>           <C>
Sydney, Australia            Warehouse and               179,000/*/    2002,2003
                             distribution center
 
Sao Paulo, Brazil            Ignition and electrical      82,000/*/         2000
                             parts; water pumps 
                                                          77,000
 
Anjou, Canada                Brake parts                 206,000/*/    1998,2005
 
Guelph, Canada               Brake parts                  87,000
 
Milton, Canada               Brake parts                  72,000/*/         2004
 
Mississauga, Canada          Parts distribution center   129,000/*/         2002
 
Montreal, Canada             Brake parts                 206,000/*/    1998,2005
 
Rexdale, Canada              Parts distribution center    97,000
 
Sudbury, Canada              Disc brake rotor castings   147,000
 
Thetford Mines, Canada       Brake parts                  71,000/*/         1996
 
Birmingham, England          Carburetor and other fuel
                             system parts                216,000
 
Nuneaton, England            Product distribution        154,000/*/         2001
                             center
 
Redditch, England            Clutches; air brake parts   336,000
 
Strood, England              Oil pumps; power steering
                             components                  354,000
 
Ebern, Germany               Brake parts; clutches       887,000
 
Heidelberg, Germany          Brake parts                 140,000
 
Los Reyes, Mexico            Brake parts                 169,000
 
Mexico City, Mexico          Brake and electrical        195,000/*/    1996,1997
                             parts
 
Ponce, Puerto Rico           Brake and engine system     151,000/*/         1999
                             parts
 
Johannesburg,
South Africa                 Electrical and brake        146,000
                             parts
 
Llodio, Spain                Shock absorbers             138,000
 
Caracas, Venezuela           Electrical components       118,000/*/        1996
 
Colwyn Bay, Wales            Water pumps; steering and
                             suspension system              
                             components                  225,000 
</TABLE>
/*/Leased facility

  In addition to the properties listed above, Echlin owns or leases other
smaller facilities both in the United States and abroad.  Echlin believes it
will be able to renew all leases upon expiration.  Inability to do so, however,
would not have a materially adverse effect on Echlin's operations.

  In the opinion of Echlin's management, its properties are in good condition
and provide adequate capacity for its current operations.

                                       6
<PAGE>
 
ITEM 3.   LEGAL PROCEEDINGS
---------------------------

  The company and its consolidated subsidiaries are parties to various legal
proceedings arising in the normal course of business including administrative
and judicial proceedings in connection with environmental matters that involve
claims for damages and/or potential monetary sanctions.  In management's
opinion, based on the advice of counsel, the outcome of such proceedings will
not in the aggregate have a materially adverse effect on the financial condition
of the company.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-------------------------------------------------------------

  No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.


EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------

  Officers are elected to hold their offices until their respective successors
are duly elected or until their earlier resignation or removal.  There is no
family relationship between the executive officers.

  Listed below is the name, age, position and business experience of each
officer of the company during the past five years:


Frederick J. Mancheski  (age 70)  Chairman of the Board and Chief Executive
----------------------                                                     
Officer since 1969; a Director since 1963.

C. Scott Greer  (age 46)  President and Chief Operating Officer since September
--------------                                                                 
1994; President since 1990; a Director since 1990.

Jon P. Leckerling  (age 48)  Vice President, General Counsel and Corporate
-----------------                                                         
Secretary since 1990.

Milton J. Makoski  (age 50) Vice President-Human Resources since 1986.
-----------------                                                     

Joseph A. Onorato  (age 47)  Vice President and Treasurer since 1994; Treasurer
-----------------                                                              
from 1990 to 1994.

Robert F. Tobey  (age 51)  Vice President-Corporate Development since 1994;
---------------                                                            
various managerial positions within Echlin's International Group from 1991 to
1994.

Kenneth T. Flynn Jr.  (age 47)  Assistant Corporate Controller since 1985.
--------------------                                                      

Thomas P. Marchese  (age 53) Assistant Vice President-Corporate Development
------------------                                                         
since 1994; Director Business Development U.S. from 1991-1994.

Charles W. O'Connor  (age 66)  Assistant General Counsel and Assistant Secretary
-------------------                                                             
since 1990.

Edward C. Shalagan (age 44) Assistant Treasurer since 1988.
------------------                                         

Edward D. Toole Jr.  (age 66) Associate General Counsel and Assistant Secretary
-------------------                                                            
since 1990.

                                       7
<PAGE>
 
                                    PART II
                                    -------

ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
--------------------------------------------------------------
SECURITY HOLDER MATTERS
-----------------------

  Echlin's common stock is listed on the New York Stock Exchange, the Pacific
Stock Exchange and the International Stock Exchange in London.  Options on
Echlin's stock are also traded on the Pacific Stock Exchange.  The number of
record holders of common stock on November 6, 1996 was 3,763.  The quarterly
market price and dividend data appearing on page 48 of Echlin's 1996 Annual
Report to Shareholders is incorporated herein by reference.


ITEM 6.   SELECTED FINANCIAL DATA
---------------------------------

  The presentation under "Historical Data" on pages 46 and 47 of Echlin's 1996
Annual Report to Shareholders is incorporated herein by reference.


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
-------------------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------

   "Review of Operations and Financial Condition" on pages 7 through 9 of
Echlin's 1996 Annual Report to Shareholders is incorporated herein by reference.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-----------------------------------------------------

   The Consolidated Statements of Income, Consolidated Balance Sheets,
Consolidated Statements of Cash Flows, Consolidated Statements of Changes in
Shareholders' Equity, Notes to Consolidated Financial Statements, Quarterly
Financial Data and the Report of Independent Accountants as set forth on pages
31 through 45 of Echlin's 1996 Annual Report to Shareholders are incorporated
herein by reference.


ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
-------------------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------

   There have been no changes in independent accountants or disagreements on
accounting and financial disclosure.

                                    PART III
                                    --------

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
-------------------------------------------------------------

   Information relating to Directors is set forth under the caption "Election of
Directors" on pages 2 through 6 in Echlin's 1996 Annual Proxy Statement and is
incorporated herein by reference. Certain information regarding Executive
Officers of the Registrant is contained in Item 4 of Part I of this Annual
Report on Form 10-K.


ITEM 11.   EXECUTIVE COMPENSATION
---------------------------------

   Information relating to Executive Compensation is set forth under the
captions "Compensation of Directors" and "Executive Compensation" on pages 4 and
5 and 7 through 17, respectively, in Echlin's 1996 Annual Proxy Statement and is
incorporated herein by reference.


ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-------------------------------------------------------------------------

   Information relating to Security Ownership of Certain Beneficial Owners and
Management is set forth under the caption "Beneficial Ownership" on pages 5
through 6 in Echlin's 1996 Annual Proxy Statement and is incorporated herein by
reference.


ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
---------------------------------------------------------

   Information relating to Certain Relationships and Related Transactions is set
forth under the caption "Election of Directors" in Echlin's 1996 Annual Proxy
Statement on pages 2 through 6 and page 11 are incorporated herein by reference.

                                       8
<PAGE>
 
                                    PART IV
                                    -------

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
---------------------------------------------------------------------------

14. (a)  Document List
         -------------

1.  Financial Statements
    --------------------

   Among the responses to this Item 14 (a) are the following financial
statements which are incorporated herein by reference in Item 8 above:

    (i)    Consolidated Statements of Income for the three years
           ended August 31, 1996, 1995 and 1994
    (ii)   Consolidated Balance Sheets at August 31, 1996 and 1995
    (iii)  Consolidated Statements of Cash Flows for the three years ended
           August 31, 1996, 1995 and 1994
    (iv)   Consolidated Statements of Changes in Shareholders' Equity
           for the three years ended August 31, 1996, 1995 and 1994
    (v)    Notes to Consolidated Financial Statements
    (vi)   Report of Independent Accountants


2.  Financial Statement Schedules
    -----------------------------

       (A)  Schedule  Description                                         Page
            --------  -----------                                         ----

                  Report of Independent Accountants on
                    Financial Statement Schedule                           12
                  Consent of Independent Accountants                       12
            II    Valuation and qualifying accounts                        13

   All other schedules are omitted because they are not required, are
inapplicable, or the information is otherwise shown in the financial statements
or notes thereto.


3.  Exhibits Required by Item 601 of Securities and Exchange Commission
    -------------------------------------------------------------------
    Regulation S-K.
    -------------- 

       (3)  (i)   (a) Certificate of Incorporation, filed as Exhibit 3 (3)(ii)
                  to the Annual Report on Form 10-K for the fiscal year ended
                  August 31, 1987, is incorporated herein by reference;
                  (b)Certificate of Amendment amending the Certificate of
                  Incorporation to Establish Series A Cumulative Participating
                  Preferred Stock, filed as Exhibit 3 (3)(iii) to the Annual
                  Report on Form 10-K for the fiscal year ended August 31, 1989,
                  is incorporated herein by reference; (c) Certificate of
                  Amendment, amending the Certificate of Incorporation, to limit
                  the liability of directors for monetary damages under certain
                  circumstances, filed as Item 2 to the 1989 Annual Proxy
                  Statement, is incorporated herein by reference.
            (ii)  By-Laws, as amended on December 22, 1987, June 21, 1988,
                  October 30, 1991, and June 29, 1994 is being filed as an
                  Exhibit.

       (4)  (i)   Specimen of Common Stock Certificate, filed as Exhibit 2(1) to
                  Registration No. 2-63494, is incorporated herein by reference.
            (ii)  Rights Agreement, dated as of June 21, 1989, between Echlin
                  Inc. and The Connecticut Bank and Trust Company, N.A., as
                  Rights Agent, which includes the form of Amendment to the
                  company's Certificate of Incorporation as Exhibit A, the form
                  of Right Certificate as Exhibit B and the Summary of Rights to
                  Purchase Preferred Stock as Exhibit C, filed as Exhibit 1 to
                  the Current Report on Form 8-K dated June 21, 1989 is
                  incorporated herein by reference.

                                       9
<PAGE>
 
ITEM 14. (continued)
--------------------

          (iii)   Successor Rights Agent Agreement between Echlin Inc. and The
                  First National Bank of Boston appointing The First National
                  Bank of Boston as successor Rights Agent to replace The
                  Connecticut Bank and Trust Company, N.A. as Rights Agent,
                  filed as Exhibit 3(3)(iv) to the Annual Report on Form 10-K
                  for the fiscal year ended August 31, 1990, is incorporated
                  herein by reference.

       (10)       (i) Amended and Restated Unfunded, Non-Qualified Deferred
                  Compensation Agreement dated as of April 8, 1996, filed as
                  Exhibits 3 (10)(i) to the Annual Report on Form 10-K for the
                  fiscal year ended August 31, 1996; (ii) Amended and Restated
                  Supplemental Executive Retirement Plan dated as of October 25,
                  1996, filed as Exhibit 3(10)(ii) to the Annual Report on Form
                  10-K for the fiscal year ended August 31, 1996, (iii)
                  Supplemental Senior Executive Retirement Plan dated as of
                  October 25, 1996, filed as Exhibit 3 (10)(iii) to the Annual
                  Report on Form 10-K for the year ended August 31, 1996; (iv)
                  Echlin Inc. Non-Executive Director Stock Option Plan filed as
                  Appendix A the 1996 Annual Proxy Statement, is incorporated
                  herein by reference; (v) the Echlin Inc. Performance Unit
                  Plan, filed as Appendix A to the 1994 Annual Proxy Statement,
                  together with the First Amendment to the Echlin Inc.
                  Performance Unit Plan, filed as Appendix A to the 1995 Annual
                  Proxy Statement, are incorporated herein by reference; (vi)
                  information set forth under the caption "Executive Bonus Plan"
                  in the 1992 Annual Proxy Statement is incorporated herein by
                  reference; (vii) the Echlin Inc. 1992 Stock Option Plan, filed
                  as Appendix A to the 1992 Annual Proxy Statement, is
                  incorporated herein by reference; (viii) Change In Control
                  Severance Policy dated as of December 19, 1990, as amended,
                  filed as Exhibit 3(10)(ii) to the Annual Report on Form 10-K
                  for the fiscal year ended August 31, 1991, is incorporated
                  herein by reference.


       (13)       The financial section of Echlin's 1996 Annual Report to
                  Shareholders, which contains the information incorporated by
                  reference in this Annual Report on Form 10-K, is being filed
                  as an Exhibit.

       (22)       List of Subsidiaries of Echlin Inc. is being filed as an
                  Exhibit.

       (27)       Financial Data Schedule is being filed as an Exhibit.

       All other exhibits are omitted because they are not applicable.


14 (b)  Reports on Form 8-K
---------------------------

   No Current Report on Form 8-K was required to be filed for the three months
ended August 31, 1996.

                                      10
<PAGE>
 
                                   SIGNATURES
                                   ----------

Pursuant to the requirements of Section 13 or 15(d) 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.

                                  By:  /s/ Frederick J. Mancheski
                                      -----------------------------
                                      Frederick J. Mancheski
                                      Chairman of the Board
                                      and Chief Executive Officer
Date:  November 18, 1996


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities* indicated on November 18, 1996.



 /s/ Frederick J. Mancheski
---------------------------
Frederick J. Mancheski, Chairman of the Board
and Chief Executive Officer

 /s/ C. Scott Greer
--------------------------
C. Scott Greer, President and Chief Operating Officer, and Director

 /s/ Kenneth T. Flynn, Jr.
--------------------------
Kenneth T. Flynn, Jr. Assistant Corporate
Controller, Acting Chief Accounting Officer

 /s/ D. Allan Bromley
--------------------------
D. Allan Bromley, Director

 /s/ John F. Creamer Jr.
--------------------------
John F. Creamer Jr., Director

 /s/ Milton P. DeVane
--------------------------
Milton P. DeVane, Director

 /s/ John E. Echlin Jr.
--------------------------
John E. Echlin Jr., Director

 /s/ John F. Gustafson
--------------------------
John F. Gustafson, Director

 /s/ Donald C. Jensen
--------------------------
Donald C. Jensen, Director

 /s/ Trevor O. Jones
--------------------------
Trevor O. Jones, Director

 /s/ Phillip S. Myers
--------------------------
Phillip S. Myers, Director

 /s/ Jerome G. Rivard
--------------------------
Jerome G. Rivard, Director


*The position of Chief Financial Officer of the company is presently vacant.

                                      11
<PAGE>
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
                       ---------------------------------
                        ON FINANCIAL STATEMENT SCHEDULE
                        -------------------------------


To the Shareholders and Board of Directors of Echlin Inc.


Our audits of the consolidated financial statements referred to in our report
dated September 24, 1996 appearing on page 31 of the 1996 Annual Report to
Shareholders of Echlin Inc. (which report and consolidated financial statements
are incorporated by reference in this Annual Report on Form 10-K) also included
an audit of the Financial Statement Schedule listed in Item 14(a) of this Form
10-K.  In our opinion, this Financial Statement Schedule presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.



/s/ Price Waterhouse LLP
-----------------------------
    Price Waterhouse LLP


Stamford, Connecticut
September 24, 1996



                       CONSENT OF INDEPENDENT ACCOUNTANTS
                       ----------------------------------


We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (No. 33-66422, No. 33-15813, No. 2-92426, and No. 33-
15814) of Echlin Inc. of our report dated September 24, 1996 appearing on page
31 of the Annual Report to Shareholders which is incorporated in this Annual
Report on Form 10-K.  We also consent to the incorporation by reference of our
report on the Financial Statement Schedule, which appears above.



/s/ Price Waterhouse LLP
-----------------------------
    Price Waterhouse LLP


Stamford, Connecticut
November 18, 1996


                                      12
<PAGE>
 
                                  ECHLIN INC.
                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
               FOR THE YEARS ENDED AUGUST 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
                                                                Additions                                     
                                                   ----------------------------------
                                  Balance at                         Balances assumed  Write-offs,                    
                                  beginning        Charged to costs  in business       net of          Balance at end 
      Description                 of period        and expenses      acquisitions      recoveries (c)  of period      
----------------------------------------------------------------------------------------------------------------------- 
                                                                                                                     
Allowance for doubtful accounts:                                                                                     
--------------------------------                                                                                     
<S>                               <C>              <C>               <C>               <C>             <C>         
  Year ended August 31, 1996       $8,489,000 (a)    $6,340,000        $  419,000      $(9,627,000)       $5,621,000  
                                                                                                                      
  Year ended August 31, 1995       $5,986,000 (b)    $2,950,000        $2,745,000      $(3,593,000)       $8,088,000  
                                                                                                                      
  Year ended August 31, 1994       $4,299,000        $3,288,000             -          $(1,896,000)       $5,691,000   
</TABLE>
 
(a)  Restated to include valuation accounts for Moto Mirror Inc., Plains
     Plastics Inc. and American Electronic Components, Inc. due to the pooling
     of interests transactions.

(b)  Restated to include the valuation accounts for Theodore Bargman Company due
     to the pooling of interests transaction.

(c)  Includes translation adjustments on allowance for doubtful account balances
     of non-U.S. divisions.


                                      13
<PAGE>
 
Exhibit 22.   Subsidiaries of Echlin Inc. (indirect subsidiaries are indented)
<TABLE>
<CAPTION>                                                                           
                                      State or Jurisdiction        Percentage of    
Name                                  Where Organized              Securities Owned 
----                                  ---------------------        ---------------- 
<S>                                         <C>                    <C>               
Ace Electric Company, Inc.                  Missouri                         100
American Electronic Components, Inc.        Delaware                         100
Automotive Brake Company Inc.               Delaware                         100
  Brake Parts Inc.                          Delaware                         100
  Friction Inc.                             Delaware                         100
  Hydraulics Inc.                           Delaware                         100
Automotive Controls Corp.                   Connecticut                      100
Beck/Arnley Worldparts Corp.                Delaware                         100
Blackstone Manufacturing Co., Inc.          Illinois                         100
BWD Automotive Corporation                  Delaware                         100
BWD Automotive of Puerto Rico, Inc.         Puerto Rico                       70
Corporation Lusac and Comfhia, S.A. de
 C.V.                                       Mexico                           100
  Frenos Lusac, S.A. de C.V.                Mexico                           100
Echlin Argentina S.A.                       Argentina                        100
Echlin Asset Funding Corp.                  Connecticut                      100
Echlin Australia (Pty.) Ltd.                Australia                        100
Echlin (Bermuda) Ltd.                       Bermuda                           99
Echlin Canada Inc.                          Canada                           100
  Brake Parts Canada Inc.                   Ontario                          100
  Distex Ind. Inc.                          Ontario                          100
  Neelon Casting Ltd.                       Ontario                          100
Echlin Charger Mfg. Co. (Pty.) Ltd.         South Africa                      92
Echlin China Limited                        Hong Kong                        100
  Ai Che Distribution Co. Ltd.              China                             80
Echlin Comercial, S.A. de C.V.              Mexico                           100
Echlin Dominicana, S.A.                     Dominican Republic               100
Echlin Europe Limited                       England                          100
  Grau Limited                              England                          100
  Hobourn Automotive Limited                England                          100
  Lipe Limited                              England                          100
  Preferred Technical Group. CHA Limited    England                          100
Quinton Hazell plc                          England                          100
    Motaproducts Automotive Limited         England                          100
    Quinton Hazell Holdings Espana, S.A.    England                          100
       La Industrial Plastica Y
         Metalurgica, S.A.                  Spain                            100
Echlin Holding Deutschland GmbH             Germany                          100
  Echlin Grundstucksverwaltung
    (Deutschland) GmbH                      Germany                          100
  Fahrzeugtechnik Ebern GmbH                Germany                          100
  Echlin India Private Limited              India                             50
  Move Brems - und Kupplungsschlauch GmbH   Germany                          100
Echlin International, V.I., Inc.            Virgin Islands                   100
Echlin-Ponce, Inc.                          Delaware                         100
Echlin Taiwan Ltd.                          Taiwan                           100
Emboabas Industria e Comercio Limitada      Brazil                           100
  Echlin do Brasil S.A.                     Brazil                           100
Grau GmbH                                   Germany                          100
Grupo Echlin Automotriz, S.A. de C.V.       Mexico                           100
Integrated Technologies Group, Inc.         Connecticut                      100
Inversiones Echlin, S.A. de C.V.            Mexico                           100
  Echlin Mexicana, S.A. de C.V.             Mexico                           100
  Itapsa, S.A. de C.V.                      Mexico                           100
Inversora Sabana, S.A.                      Venezuela                        100
  Echlin de Venezuela, C.A.                 Venezuela                        100
     Echlin de Colombia, Ltda.              Colombia                         100
Midland Brake, Inc.                         Delaware                         100
Moto Mirror Inc.                            Texas                            100
Mr. Gasket, Inc.                            Delaware                         100
Pacer Industries, Inc.                      Missouri                         100
</TABLE>
<PAGE>
 
Exhibit 22.   Subsidiaries of Echlin Inc. (continued)

<TABLE>
<CAPTION>                                                                           
                                        State or Jurisdiction      Percentage of    
Name                                    Where Organized            Securities Owned 
----                                    ---------------------      ---------------- 
<S>                                         <C>                    <C>               
PAH Mexico Inc.                                  Delaware                100
  Balatas American Brakebloks, S.A. de C.V.      Mexico                  100
Prattville Mfg., Inc.                            Delaware                100
Preferred Technical Group International, Inc.    Delaware                100
  Multitech - PTG, Inc.                          Delaware                100
  Preferred Technical Group, Inc.                Delaware                100
Ristance Corporation                             Indiana                 100
  Echlin de Saltillo, S.A. de C.V.               Mexico                  100
Sierra International Inc.                        Illinois                100
Tekonsha Engineering Company                     Michigan                100
Theodore Bargman Co.                             Michigan                100
United Brake Systems Inc.                        Delaware                100
WAWD-EAP Automotive Products, Inc.               Delaware                100
W.M. Holding Co., Inc.                           Delaware                100
  Producciones Automotrices, S.A. de C.V.        Mexico                  100
3125025 Canada Inc.                              Canada                  100 
</TABLE>