Exhibit 10 (H)

                     ARVIN INDUSTRIES, INC.

                   DEFERRED COMPENSATION PLAN

      (As Amended and Restated Effective January 1, 1997)

                     ARVIN INDUSTRIES, INC.
                   DEFERRED COMPENSATION PLAN
      (As Amended and Restated Effective January 1, 1997)


                       TABLE OF CONTENTS


                                                             Page

ARTICLE I ESTABLISHMENT AND PURPOSE                             1
     1.1. Establishment                                         1
     1.2. Purpose                                               1

ARTICLE II     DEFINITIONS                                      1
     2.1. Accounting Date                                       1
     2.2. Administrator                                         1
     2.3. Board                                                 2
     2.4. Code                                                  2
     2.5. Committee                                             2
     2.6. Company                                               2
     2.7. Participant                                           2
     2.8. Plan                                                  2
     2.9. Plan Year                                             2
     2.10. Qualified Plan                                       2
     2.11. Qualified Plan Company Matching Contribution         2
     2.12. Qualified Plan Limits                                2
     2.13. Qualified Plan Salary Reduction Contribution         2
     2.14. Salary Reduction Agreement                           2
     2.15. Supplemental Company Matching Contribution           3
     2.16. Supplemental Salary Reduction Agreement              3
     2.17. Supplemental Salary Reduction Contribution           3
     2.18. Supplemental Subaccount                              3

ARTICLE III ELIGIBILITY                                         3

ARTICLE IV  SUPPLEMENTAL CONTRIBUTIONS                          3
     4.1. Supplemental Salary Reduction Contributions           3
     4.2. Supplemental Salary Reduction Agreement               4
     4.3. Supplemental Company Matching Contributions           4

ARTICLE V INVESTMENT OF SUPPLEMENTAL CONTRIBUTIONS              5
     5.1. Deemed Investment                                     5
     5.2. Actual Investment                                     5

ARTICLE VI DISTRIBUTIONS                                        6
     6.1. Distributions                                         6
     6.2. Accelerated Distributions                             6
     6.3. Financial Emergency                                   6

ARTICLE VII    ADMINISTRATION OF THE PLAN                       7
     7.1. Administrator                                         7
     7.2. General Powers of Administration                      7

ARTICLE VIII AMENDMENT OR TERMINATION                           7
     8.1. Amendment or Termination                              7
     8.2. Effect of Amendment or Termination                    7

ARTICLE IX GENERAL PROVISIONS                                   8
     9.1. Participant's Rights Unsecured                        8
     9.2. General Conditions                                    8
     9.3. No Guarantee of Benefits                              8
     9.4. No Enlargement of Employee Rights                     8
     9.5. Spendthrift Provision                                 8
     9.6. Applicable Law                                        9
     9.7. Incapacity of Recipient                               9
     9.8. Corporate Successors                                  9
     9.9. Unclaimed Benefit                                     9
     9.10. Limitations on Liability                             9
     9.11. Construction                                         9




                     ARVIN INDUSTRIES, INC.
                   DEFERRED COMPENSATION PLAN
      (As Amended and Restated Effective January 1, 1997)


     Pursuant to rights reserved under Section 11.1 of the  Arvin
Industries,  Inc. Deferred Compensation Plan (the "Plan"),  Arvin
Industries, Inc. hereby amends and completely restates the  Plan,
effective as of January 1, 1997, to provide, in its entirety,  as
follows:


                           ARTICLE I

                   ESTABLISHMENT AND PURPOSE

     1.1. Establishment. Effective as of February 26, 1987, Arvin
Industries,  Inc. (hereinafter "Company") established  the  ARVIN
INDUSTRIES,  INC.  DEFERRED  COMPENSATION  PLAN  for   executives
described herein.

     1.2.  Purpose.  The Company maintains a profit sharing  plan
known  as  the Arvin Savings Plan which is intended to  meet  the
requirements of a tax qualified defined contribution  plan  under
Section  401(a) of the Internal Revenue Code of 1986 (the "Code")
and  a  qualified cash or deferred arrangement under Code Section
401(k).  Code Sections 401(a)(17), 401(k), 401(m) and 415  places
limitations  on  the maximum amount which may be  credited  to  a
participant's  account  under  a qualified  defined  contribution
plan.   It  is  the  purpose  of this Plan  to  provide  selected
executives  with benefits that are reasonably comparable  to  the
benefits  they would have received under the Savings Plan  if  it
were not for the limitations imposed by the Code.  It is intended
that  the  Plan meet applicable exemption under Sections  201(2),
301(a)(3),  401(a)(1) and 4021(b)(6) of the  Employee  Retirement
Income  Security  Act  of  1974 and  under  Department  of  Labor
Regulation  2520.104-23.


                           ARTICLE II

                          DEFINITIONS

     Wherever  used  herein the following terms  shall  have  the
meanings hereinafter set forth:

     2.1.  "Accounting Date" means the last day of each  calendar
month.

     2.2.  "Administrator"  means  the  administrative  committee
appointed  by the Company Board as administrator of the Qualified
Plan.

     2.3. "Board" means the Board of Directors of the Company.

     2.4.  "Code"  means the Internal Revenue Code  of  1986,  as
amended  from  time  to  time,  and any  regulations  promulgated
thereunder.

     2.5.  "Committee"  means the Compensation Committee  of  the
Board.

     2.6.  "Company"  means Arvin Industries,  Inc.  or,  to  the
extent  provided in Section 9.8 below, any successor  corporation
or  other entity resulting from a merger or consolidation into or
with  the Company or a transfer or sale of substantially  all  of
the assets of the Company.

     2.7.  "Participant"  means  an  executive  employee  of  the
Company who is a participant under the Qualified Plan and who  is
covered  under the Arvin Industries, Inc. Supplemental Retirement
Plan  for Designated Management Employees as of the last  day  of
the  Plan Year immediately preceding the Plan Year for which  the
Salary Reduction Agreement relates.

     2.8.  "Plan"  means  this  Arvin Industries,  Inc.  Deferred
Compensation Plan.

     2.9. "Plan Year" means each calendar year.

     2.10.     "Qualified Plan" means the Arvin Savings Plan  and
any successor or replacement cash or deferred arrangement.

     2.11.      "Qualified  Plan  Company Matching  Contribution"
means the total of all matching contributions made by the Company
for the benefit of a Participant under and in accordance with the
terms of the Qualified Plan in any Plan Year.

     2.12.      "Qualified Plan Limits" mean the limits  imposed,
at  any  time and from time to time, upon the amount of Qualified
Plan  Salary  Reduction Contributions or Qualified  Plan  Company
Matching  Contributions  that  may  be  made  on  behalf   of   a
Participant by Section 401(a)(17), Section 401(k) (including  any
limits  imposed  by  the  Company  and  Administrator  to  ensure
compliance  with Section 401(k)), Section 401(m), Section  402(g)
and Section 415 of the Code.

     2.13.      "Qualified  Plan  Salary Reduction  Contribution"
means  the salary reduction contribution made by the Company  for
the  benefit  of a Participant under and in accordance  with  the
terms of the Qualified Plan in any Plan Year.

     2.14.      "Salary  Reduction Agreement" means  the  written
salary  reduction agreement entered into by a Participant with  a
Company pursuant to the Qualified Plan.

     2.15.     "Supplemental Company Matching Contribution" means
the matching contribution made by a Company for the benefit of  a
Participant under and in accordance with the terms of  this  Plan
in any Plan Year.

     2.16.      "Supplemental Salary Reduction  Agreement"  means
the written agreement described in Section 4.2.

     2.17.     "Supplemental Salary Reduction Contribution" means
the  salary  reduction contribution made by  a  Company  for  the
benefit  of a Participant under and in accordance with the  terms
of this Plan in any Plan Year.

     2.18.       "Supplemental  Subaccount"  means  the   account
maintained  by the Company under the Plan for a Participant  that
is  credited  with  amounts contributed  under  Section  4.1  and
Section  4.3  of  the  Plan.  To the extent a  Participant  makes
different  distribution  elections  in  his  Supplemental  Salary
Reduction  Agreements, the Administrator shall maintain  two  (2)
Supplemental  Subaccounts for the Participant, one for  his  lump
sum elections and one for his installment elections.


                          ARTICLE III

                          ELIGIBILITY

     A  Participant  who  makes Qualified Plan  Salary  Reduction
Contributions  and  receives  Qualified  Plan  Company   Matching
Contributions, the total amounts of which are reduced  by  reason
of  the  application  of  the Qualified  Plan  Limits,  shall  be
eligible to participate in the Plan.


                           ARTICLE IV

                   SUPPLEMENTAL CONTRIBUTIONS

     4.1.   Supplemental  Salary  Reduction  Contributions.   The
Supplemental  Salary Reduction Contribution to  be  made  by  the
Company for the benefit of a Participant for any Plan Year  shall
be in an amount equal to (a) minus (b) where:

          (a)    equals  the  Qualified  Plan  Salary   Reduction
     Contribution that would have been allocated to the Qualified
     Plan on behalf of the Participant for the Plan Year based on
     the  percentage  (not  in excess of  16%)  salary  reduction
     designated  by  the  Participant in his Supplemental  Salary
     Reduction  Agreement  for  such Plan  Year,  without  giving
     effect to the Qualified Plan Limits; and

          (b)   equals  the amount of the Qualified  Plan  Salary
     Reduction  Contribution actually allocated to the  Qualified
     Plan on behalf of the Participant for the Plan Year.

     Supplemental  Salary Reduction Contributions  made  for  the
benefit  of a Participant for any Plan Year shall be credited  to
such Participant's Supplemental Subaccount as soon as practicable
after  the  last  day  of each calendar month  during  which  the
deferred salary was earned.
     4.2. Supplemental Salary Reduction Agreement. As a condition
to  the  Company's  obligation  to  make  a  Supplemental  Salary
Reduction Contribution for the benefit of a Participant  pursuant
to  Section  4.1,  that Participant must execute  a  Supplemental
Salary Reduction Agreement.  In the Supplemental Salary Reduction
Agreement,  the Participant shall designate whether  distribution
of  the deferred amount shall be made in a single lump sum or  in
substantially equal annual installments over ten (10) years.  The
Supplemental Salary Reduction Agreement for any Plan  Year  shall
be  made before the beginning of that Plan Year and shall  remain
in full force and effect for subsequent Plan Years unless revoked
or  modified by a Participant by written instrument delivered  to
the  Administrator prior to the beginning of  the  Plan  Year  in
which such revocation or modification is to be effective.

     4.3.   Supplemental  Company  Matching  Contributions.   The
Supplemental  Company Matching Contribution to  be  made  by  the
Company for the benefit of a Participant for any Plan Year  shall
be in an amount equal to (a) minus (b) where:

          (a)    equals  the  Qualified  Plan  Company   Matching
     Contribution that would have been allocated to the Qualified
     Plan  on behalf of the Participant for the Plan Year without
     giving   effect   to  any  reduction  in  the  Participant's
     Qualified Plan Salary Reduction Contribution required by the
     Qualified Plan Limits; and

          (b)   equals  the amount of the Qualified Plan  Company
     Matching  Contribution actually allocated to  the  Qualified
     Plan on behalf of the Participant for the Plan Year.

     Supplemental  Company Matching Contributions  made  for  the
benefit  of a Participant for any Plan Year shall be credited  to
such Participant's Supplemental Subaccount as soon as practicable
after the last day of each calendar month.


                           ARTICLE V

            INVESTMENT OF SUPPLEMENTAL CONTRIBUTIONS

     5.1. Deemed Investment. Unless actual investment options are
provided to Participants under Section 5.2 of this Plan,  amounts
credited   hereunder  to  the  Supplemental   Subaccount   of   a
Participant shall be treated as if they were actually invested in
the  Qualified Plan Subaccount of the Participant  and  shall  be
subject  to  the  same  Participant  investment  elections,   and
credited  with gains and losses at the same time and in the  same
manner,  as  are applicable to amounts invested in the  Qualified
Plan Subaccount of such Participant; provided, however, that  the
adjustments  shall only be required to be made on the  Accounting
Dates.   A  change  by  a Participant in the investment  election
applicable  to  amounts in his Qualified Plan  Subaccount,  or  a
direction  to  transfer amounts in his Qualified Plan  Subaccount
among investment funds maintained under the Qualified Plan, shall
also apply to amounts credited to his Supplemental Subaccount and
shall  be effective at the same time that such change in election
or  direction  to  transfer is applicable to his  Qualified  Plan
Subaccount.
     5.2.  Actual Investment.  In lieu of crediting earnings  and
losses  under  Section  5.1 of this Plan, the  Administrator  may
provide  for investment funds into which Participants may  direct
the investment of their Supplemental Subaccount balances.  To the
extent such investment funds are provided to Participants:

          (a)   each  Participant shall be required to  elect  in
     writing  the  manner  and extent to which  his  Supplemental
     Subaccount  shall  be  invested in  each  of  the  available
     investment funds; and

          (b)   such Participant's Supplemental Subaccount  shall
     be  credited with income, gain or loss as though it had been
     invested in the investment fund or funds as directed by that
     Participant.

     Except as may otherwise be communicated by the Administrator
to the Participants, the rules regarding the timing and manner of
electing  investment  funds  (including  changing  elections   or
transferring amounts from one investment fund to another) and  of
allocating  income, gains and losses to Supplemental  Subaccounts
shall be the same as is set forth in the Qualified Plan from time
to  time; provided, however, that the adjustments shall  only  be
required  to  be  made on the Accounting Dates.   Notwithstanding
anything  in this Section 5.2 to the contrary, each Participant's
interest  in  his  Supplemental  Subaccount  shall  be  unfunded,
neither  the  Company, the Administrator nor the Trustee  of  the
Arvin Industries, Inc. Employee Benefit Trust shall be under  any
legal  obligation to actually invest a Participant's Supplemental
Subaccount  as directed by that Participant, and that Participant
shall  have no right, title or interest in or to his Supplemental
Subaccount  except as may otherwise be provided under  the  Arvin
Industries, Inc. Employee Benefit Trust.


                           ARTICLE VI

                         DISTRIBUTIONS

     6.1. Distributions.  All amounts credited to a Participant's
Supplemental Subaccount, including gains and losses  credited  in
accordance with Section 5.1 or Section 5.2 of the Plan, shall  be
distributed   to  that  Participant  (or,  in  the   event   that
Participant's termination of employment is caused by  his  death,
to  his  beneficiary  under the Qualified Plan)  as  soon  as  is
practicable  in  the  calendar  year  immediately  following  the
calendar  year  during  which occurred  the  termination  of  the
Participant's  employment with the Company for any  reason.   The
manner of distribution shall be determined in accordance with the
Participant's Supplemental Salary Reduction Agreements.

     6.2.  Accelerated  Distributions.  Notwithstanding  anything
contained in this Plan to the contrary, the Committee may, in its
sole and absolute discretion, direct an immediate distribution of
the  amounts credited to a Participant's Supplemental  Subaccount
if  the  Committee determines that such action  is  in  the  best
interest   of   the   Company,   the   Participants   and   their
beneficiaries.

     6.3  Financial Emergency.  The Committee, at its sole discre
tion,  may  alter  the  timing or manner of payment  of  deferred
amounts  in  the event that the Participant establishes,  to  the
satisfaction  of  the Committee, severe financial  hardship.   In
such event, the Committee may --

     (a)  provide   that  all,  or  a  portion  of,  the   amount
          previously  deferred by the Participant immediately  be
          paid in a lump sum cash payment;

     (b)  provide that all, or a portion of, installments payable
          over a period of time be paid in a lump sum; or

     (c)  provide for such-other installment payment schedules as
          it deems appropriate under the circumstances;

as  long as the amount distributed shall not be in excess of that
amount  which  is  necessary  for the  Participant  to  meet  the
financial hardship.

     Severe financial hardship will be deemed to have occurred in
the   event   of   the  Participant's  impending  bankruptcy,   a
dependent's long and serious illness, or other events of  similar
magnitude.   The Committee's decision in passing  on  the  severe
financial hardship of the Participant and the manner in which, if
at  all,  the  payment of deferred amounts shall  be  altered  or
modified shall be final, conclusive, and not subject to appeal.


                          ARTICLE VII

                   ADMINISTRATION OF THE PLAN

     7.1.  Administrator. The Administrator shall be  responsible
for  the general operation and administration of the Plan and for
carrying out the provisions thereof.

     7.2.  General  Powers of Administration. All provisions  set
forth  in  the  Qualified Plan with respect to the administrative
powers   and   duties   of   the   Administrator,   expenses   of
administration, and procedures for filing claims  shall  also  be
applicable with respect to this Plan.  The Administrator shall be
entitled  to  rely  conclusively  upon  all  tables,  valuations,
certificates,  opinions  and reports furnished  by  any  actuary,
accountant,  counsel or other person employed or engaged  by  the
Administrator with respect to this Plan or the Qualified Plan.


                          ARTICLE VIII

                    AMENDMENT OR TERMINATION

     8.1.  Amendment or Termination. The Company intends the Plan
to  be permanent but reserve the right to amend or terminate  the
Plan when, in the sole opinion of the Company, such amendment  or
termination is advisable. Any such amendment or termination shall
be  made  pursuant  to a resolution of the  Board  and  shall  be
effective as of the date of such resolution.

     8.2.  Effect  of Amendment or Termination. No  amendment  or
termination of this Plan shall directly or indirectly reduce  the
balance of any Supplemental Subaccount held hereunder as  of  the
effective date of such amendment or termination. Upon termination
of  this  Plan,  distribution  of amounts  in  each  Supplemental
Subaccount shall be made to the Participant or his beneficiary in
the  manner and at the time described in Article VI of the  Plan.
No   additional   credits   of  Supplemental   Salary   Reduction
Contributions  or  Supplemental  Company  Matching  Contributions
shall  be  made  to the Supplemental Subaccount of a  Participant
after termination of the Plan, but the Company shall continue  to
credit  gains and losses to each Supplemental Subaccount pursuant
to  Section  5.1  or  Section  5.2, until  the  balance  of  such
Supplemental  Subaccount  has  been  fully  distributed  to  each
Participant or his beneficiary.


                           ARTICLE IX

                       GENERAL PROVISIONS

     9.1.  Participant's Rights Unsecured. The Plan at all  times
shall  be  entirely  unfunded and, except as provided  under  the
Arvin Industries, Inc. Employee Benefit Trust, no provision shall
at any time be made with respect to segregating any assets of the
Company for payment of any distributions hereunder. The right  of
a   Participant  or  his  designated  beneficiary  to  receive  a
distribution  hereunder shall be an unsecured claim  against  the
general  assets  of the Company, and neither the Participant  nor
his  designated beneficiary shall have any rights in  or  against
any  specific assets of the Company. Except as provided under the
Arvin  Industries,  Inc.  Employee  Benefit  Trust,  all  amounts
credited  to  the Supplemental Subaccount of a Participant  shall
constitute  general assets of the Company and may be disposed  of
by  the  Company at such time and for such purposes as  they  may
deem appropriate.

     9.2.  General  Conditions.  Except  as  otherwise  expressly
provided  herein, all terms and conditions of the Qualified  Plan
applicable to a Qualified Plan Salary Reduction Contribution or a
Qualified  Plan  Company  Matching  Contribution  shall  also  be
applicable to a Supplemental Salary Reduction Contribution  or  a
Supplemental Company Matching Contribution to be made  hereunder.
Any  Qualified  Plan Salary Reduction Contribution  or  Qualified
Plan Company Matching Contribution, or any other contributions to
be  made  under  the  Qualified Plan, shall  be  made  solely  in
accordance  with the terms and conditions of the  Qualified  Plan
and nothing in this Plan shall operate or be construed in any way
to  modify,  amend  or  affect the terms and  provisions  of  the
Qualified Plan.

     9.3.  No  Guarantee of Benefits. Nothing contained  in  this
Plan  shall  constitute a guaranty by the Company  or  any  other
person  or  entity  that  the  assets  of  the  Company  will  be
sufficient to pay any benefit hereunder.

     9.4. No Enlargement of Employee Rights. No Participant shall
have  any  right to receive a distribution of contributions  made
under  this Plan except in accordance with the terms of the Plan.
Establishment  of this Plan shall not be construed  to  give  any
Participant  the  right  to be retained in  the  service  of  the
Company.

     9.5.  Spendthrift Provision. No interest of  any  person  or
entity  in,  or right to receive a distribution under,  the  Plan
shall  be  subject  in any manner to sale, transfer,  assignment,
pledge,   attachment,   garnishment,  or  other   alienation   or
encumbrance  of  any  kind; nor may such  interest  or  right  to
receive   a   distribution  be  taken,  either   voluntarily   or
involuntarily  for  the satisfaction of the debts  of,  or  other
obligations  or claims against, such person or entity,  including
claims  for alimony, support, separate maintenance and claims  in
bankruptcy proceedings.

     9.6.  Applicable Law. Except to the extent preempted by  the
Employee Retirement Income Security Act of 1974, as amended,  the
Plan  shall be construed and administered under the laws  of  the
State of Indiana.

     9.7.  Incapacity of Recipient. If any person entitled  to  a
distribution under the Plan is deemed by the Administrator to  be
incapable of personally receiving and giving a valid receipt  for
such  payment, then, unless and until claim therefor  shall  have
been   made   by  a  duly  appointed  guardian  or  other   legal
representative of such person, the Administrator may provide  for
such  payment or any part thereof to be made to any other  person
or institution then contributing toward or providing for the care
and  maintenance  of  such person. Any such payment  shall  be  a
payment  for the account of such person and a complete  discharge
of any liability of the Company and the Plan therefor.

     9.8.   Corporate   Successors.  The  Plan   shall   not   be
automatically terminated by a transfer or sale of assets  of  the
Company or by the merger or consolidation of the Company into  or
with any other corporation or other entity, but the Plan shall be
continued  after such sale, merger or consolidation with  respect
to  that transferee, purchaser or successor entity only if and to
the  extent  that  the transferee, purchaser or successor  entity
agrees  to continue the Plan. In the event that the Plan  is  not
continued by the transferee, purchaser or successor entity,  then
the  Plan  shall  terminate  with  respect  to  that  transferee,
purchaser  or  successor entity,  subject to  the  provisions  of
Section 8.2.

     9.9.  Unclaimed  Benefit. Each Participant  shall  keep  the
Administrator  informed of his current address  and  the  current
address  of  his designated beneficiary. The Administrator  shall
not be obligated to search for the whereabouts of any person.  If
the   location  of  a  Participant  is  not  made  known  to  the
Administrator  within three (3) years after  the  date  on  which
payment of the Participant's Supplemental Subaccount may first be
made,  payment may be made as though the Participant had died  at
the  end of the three-year period. If, within one additional year
after  such three-year period has elapsed, or, within three years
after  the  actual  death of a Participant, the Administrator  is
unable  to  locate any designated beneficiary of the Participant,
then  the  Company shall have no further obligation  to  pay  any
benefit  hereunder to such Participant or designated  beneficiary
and such benefit shall be irrevocably forfeited.

     9.10.      Limitations on Liability. Notwithstanding any  of
the  preceding provisions of the Plan, neither the  Company,  the
Administrator, nor any individual acting as employee or agent  of
either  shall  be liable to any Participant, former  Participant,
beneficiary  or  other person for any claim, loss,  liability  or
expense incurred in connection with the Plan.

     9.11.     Construction.  Words in the masculine gender shall
include  the feminine and the singular shall include the  plural,
and  vice  versa, unless qualified by the context.  Any  headings
used herein are included for ease of reference only, and are  not
to be construed so as to alter the terms hereof.

     IN WITNESS WHEREOF, the Company has adopted this amended and
restated      Plan      on      this                 day       of
                               ,  1996  to  be  effective  as  of
January 1, 1997.

                              ARVIN INDUSTRIES, INC.


                              By

                              Its  Chairman  of the  Compensation
Committee