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                                                                  Exhibit 4-d-2

                          SECOND SUPPLEMENTAL INDENTURE


               Second Supplemental Indenture, dated as of July 7, 2000 ("Second
Supplemental Indenture"), between ARVINMERITOR, INC., an Indiana corporation
(hereinafter called the "Company"), having its principal executive office at
2135 West Maple Road, Troy, Michigan 48084-7186, and Wilmington Trust Company, a
Delaware banking corporation, not in its individual capacity but solely as
trustee (the "Trustee"), under the Indenture dated as of January 28, 1997
between Arvin Industries, Inc., an Indiana corporation ("Arvin") and the
Trustee, as trustee, as supplemented by the First Supplemental Indenture, dated
as of January 28, 1997, between Arvin and the Trustee, as trustee (together, the
"Indenture").

                              W I T N E S S E T H:

               WHEREAS, Arvin executed and delivered the Indenture to the
Trustee to provide for the issuance of Arvin's unsecured junior subordinated
debt securities to be issued from time to time in one or more series as might be
determined by Arvin under the Indenture, in an unlimited aggregate principal
amount which may be authenticated and delivered as provided in the Indenture;

               WHEREAS, pursuant to the terms of the Indenture, Arvin provided
for the establishment of a new series of its Debt Securities to be known as its
9.50% Junior Subordinated Deferrable Interest Debentures due 2027 (the
"Debentures"), the form and substance of such Debentures and the terms,
provisions and conditions thereof were set forth as provided in the Indenture;

               WHEREAS, Arvin Capital I, a Delaware statutory business trust
(the "Trust"), holds all $103,100,000 aggregate principal amount of the
Debentures outstanding;

               WHEREAS, on April 6, 2000, Arvin, Meritor Automotive, Inc., a
Delaware corporation ("Meritor"), and the Company executed an agreement and plan
of reorganization (the "Merger Agreement") under which Meritor is being merged
with and into the Company, to be immediately followed by the merger of Arvin
with and into the Company, with the Company as the surviving corporation;

               WHEREAS, immediately following the merger of Arvin with and into
the Company, no Event of Default and no event which, after notice or lapse of
time, or both, would become an Event of Default has occurred and is continuing;

               WHEREAS, Section 9.1(b) of the Indenture authorizes the Company
and the Trustee (without the consent of any Holders of Debt Securities issued
under the Indenture) to enter into a supplemental indenture for the purpose of
evidencing the succession of another corporation to Arvin, and the assumption by
such successor of the covenants and obligations of Arvin in the Indenture; and

               WHEREAS, the Company has requested that the Trustee execute and
deliver this Second Supplemental Indenture, and all requirements necessary to
make this Second Supplemental Indenture a valid instrument in accordance with
its terms have been met, and the execution and delivery of this Second
Supplemental Indenture has been duly authorized in all respects.


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        NOW THEREFORE, the Company covenants and agrees with the Trustee
        as follows:

1.      The Company hereby expressly assumes the due and punctual payment of the
        principal of (premium, if any) and interest on all of the Debt
        Securities of all series in accordance with the terms of each series,
        according to their tenor and the due and punctual performance and
        observance of all the covenants and conditions of the Indenture with
        respect to each series or established with respect to such series
        pursuant to Section 2.1 of the Indenture to be kept or performed by the
        Company.

2.      This Second Supplemental Indenture shall become operative and effective
        upon the merger of Arvin with and into the Company, as contemplated by
        the Merger Agreement.

3.      Pursuant to Section 9.3 of the Indenture, (i) the Indenture is modified
        in accordance with the provisions of this Second Supplemental Indenture,
        (ii) this Second Supplemental Indenture forms a part of the Indenture
        for all purposes, and (iii) every holder of Debt Securities heretofore
        or hereafter authenticated and delivered under the Indenture and of any
        coupons appertaining thereto is bound by this Second Supplemental
        Indenture.

4.      References to the Indenture, including all such references in Debt
        Securities of any series heretofore or hereafter authenticated and
        delivered under the Indenture, need not contain any reference to this
        Second Supplemental Indenture, but all references to the Indenture dated
        as of January 28, 1997 between Arvin and the Trustee, as supplemented by
        the First Supplemental Indenture, dated as of January 28, 1997, between
        Arvin and the Trustee, shall be deemed to refer to the Indenture as
        modified in accordance with this Second Supplemental Indenture.
        References in the Indenture to the Company (as defined in the Indenture)
        shall be deemed to be references to the Company (as defined herein).

5.      All capitalized terms used in this Second Supplemental Indenture and not
        defined herein shall have the respective meanings set forth in the
        Indenture. The recitals contained in this Second Supplemental Indenture
        shall be taken as the statements of the Company, and the Trustee assumes
        no responsibility for their correctness.

6.      This Second Supplemental Indenture shall be deemed to be a contract made
        under the laws of the State of New York, and for all purposes shall be
        construed in accordance with the laws of said State.

7.      The Indenture, as supplemented by this Second Supplemental Indenture, is
        in all respects ratified and confirmed, and this Second Supplemental
        Indenture shall be deemed part of the Indenture in the manner and to the
        extent herein and therein provided.

8.      This Second Supplemental Indenture may be executed in one or more
        separate counterparts, each of which shall be an original, but all of
        which together shall constitute one instrument.

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9.      The recitals herein contained are made by the Company and not by the
        Trustee, and the Trustee assumes no responsibility for the correctness
        thereof. The Trustee makes no representation as to the validity or
        sufficiency of this Second Supplemental Indenture.

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed on the date or dates indicated in the
acknowledgments and as of the day and year first above written.


                               ARVINMERITOR, INC.



                               By:    /s/ Vernon G. Baker, II
                                      ----------------------------------
                               Name:  Vernon G. Baker, II
                               Its:   Senior Vice President, General Counsel
                                      And Secretary


                               WILMINGTON TRUST COMPANY, not in its
                               individual capacity but solely as Trustee



                               By:    /s/ C. Paglia
                                      -----------------------------------
                               Name:  Charlotte Paglia
                               Its:   Financial Services Officer


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STATE OF MICHIGAN     )
                              ) SS:
COUNTY OF OAKLAND     )


           On the 5th day of July, 2000, before me personally came Vernon G.
Baker, II, to me known, who, being by me duly sworn, did depose and say that he
is the Senior Vice President, General Counsel and Secretary of ARVINMERITOR,
INC., one of the corporations described in and which executed the above
instrument, and that he signed his name thereto by authority of the Board of
Directors of said corporation.

           IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
seal of office this 5th day of July, 2000.



                                     /s/ Laura J. Thomas
                                     -------------------------------
                                     Notary Public

                                     Laura J. Thomas
                                     Notary Public, Macomb County, MI
                                     Acting in Oakland County, MI
                                     My Commission Expires Jan. 24, 2002



STATE OF DELAWARE     )
                              ) SS:
COUNTY OF NEWCASTLE   )


           On the 5th day of July, 2000, before me personally came Charlotte
Paglia to me known, who, being by me duly sworn, did depose and say he is
Financial Services Officer of WILMINGTON TRUST COMPANY, one of the corporations
described in and which executed the above instrument, and that he signed his
name thereto by authority of the Board of Directors of said corporation.

           IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal
of office this 5th day of July, 2000.



                                       /s/ Christine L. Migliocco
                                       -------------------------------------
                                       Notary Public

                                       Christine L. Migliocco
                                       Notary Public
                                       My Commission Expires Jan. 13, 2004

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