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 for the Fiscal year ended
       December 28, 1997 or

[    ] Transition Report Pursuant to Section 13 or 15(d) of the
       Securities Exchange Act of 1934

                  Commission File Number 1-302
                                         -----

                     ARVIN INDUSTRIES, INC.
                      ---------------------
     (Exact name of registrant as specified in its charter)

             Indiana                       35-0550190
       ------------------                --------------
 (State or other jurisdiction of        (I.R.S. Employer
                                       Identification No.)
 incorporation  or organization)

   One Noblitt Plaza, Box 3000
          Columbus, IN                     47202-3000
 ------------------------------           ------------
 (Address of principal executive           (Zip Code)
            offices)

                          812-379-3000
                          ------------
       (Registrant's telephone number including area code)

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

                                       Name of each exchange
       Title of each class              on which registered
    -------------------------         ----------------------
  Common Shares par value $2.50       New York Stock Exchange
            (voting),                 Chicago Stock Exchange
  together with Preferred Share
         Purchase Rights

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

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 [   ]

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 the Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or any
amendment to Form 10-K.    [ X ]

The aggregate market value of the voting stock held by non-
affiliates of the Registrant was $827,232,569 as of February 23,
1998.  For purposes of the foregoing calculation only, included
as affiliate-owned shares are those owned by the Registrant's
directors and officers.  Such inclusion (is not intended and)
should not be construed as an admission that such persons are
affiliates of the Registrant for any other purpose.

As of March 1, 1998, the Registrant had outstanding 24,549,808
Common Shares (including employee stock benefit trust shares and
excluding treasury shares), $2.50 par value.

               Documents Incorporated by Reference
               -----------------------------------

Portions of the registrant's definitive Proxy Statement, for the
Annual Meeting of Shareholders to be held April 16, 1998 and
filed with the Securities and Exchange Commission pursuant to
Regulation 14A, are incorporated by reference in Part III of this
Form 10-K.

                                1
<PAGE>
                     ARVIN INDUSTRIES, INC.

               Index to Annual Report on Form 10-K
               Fiscal Year Ended December 28, 1997





                                                            Page No.
                             Part I


Item 1   Business                                            3
Item 2   Properties                                          5
Item 3   Legal Proceedings                                   6
         Executive Officers                                  7
Item 4   Submission of Matters to a Vote of
         Security Holders                                    7


                             Part II


Item 5   Market for Registrant's Common Equity and
         Related Shareholder Matters                         8
Item 6   Selected Financial Data                             8
Item 7   Management's Discussion and Analysis of
         Financial Condition and Results of Operations       9
Item 7A  Quantitative and Qualitative Disclosure about
         Market Risk                                         9
Item 8   Financial Statements and Supplementary Data        15
Item 9   Changes in and Disagreements with Accountants
         on Accounting and Financial Disclosure             37


                            Part III


Item 10  Directors and Executive Officers of the            38
         Registrant
Item 11  Executive Compensation                             38
Item 12  Security Ownership of Certain Beneficial
         Owners and Management                              38
Item 13  Certain Relationships and Related                  38
         Transactions


                             Part IV


Item 14  Exhibits, Financial Statement Schedules and
         Reports on Form 8K                                 38


                              Other

         Signatures                                         42

                                2
<PAGE>

                             Part I


Item 1. Business
        --------

Arvin Industries, Inc. (which together with its consolidated
subsidiaries is referred to herein as "Arvin" or "the Company")
is a focused international manufacturer and supplier of
automotive parts.  The Company's primary manufacturing locations
are in the United States (U.S.), Europe, Canada, Mexico and South
Africa.  Arvin is a worldwide leader in automotive exhaust
systems and ride control products for the original equipment and
replacement markets.  The Company's consolidated revenues were
over $2.3 billion in fiscal 1997.

Since its founding in 1919, Arvin has grown through internal
development, acquisitions and a number of joint ventures.  The
Company classifies its business based on the two primary markets
it serves:  Automotive Original Equipment ("OE") and Automotive
Replacement ("Replacement").  In fiscal 1997, Arvin derived
approximately 69 percent of its total revenues from the OE
market, with the remaining 31 percent coming from Replacement
market sales. The Company's strategy, which is based on
operational excellence, customer satisfaction and globalization,
is to strengthen its relationship with original equipment
manufacturers ("OEMs") by providing full-system and full-service
capabilities.  We are continuing our focus on previously
established strategic initiatives which emphasize providing value
to our OEM customers by working as their system integrator for
our products.

The Company continues to pursue initiatives which are increasing
Arvin's global competitive position in the automotive parts
marketplace.  We are actively pursuing new business investment
opportunities, including OE investments in developing markets,
further development of the hot end of exhaust systems, and
investments in new Replacement market territories.  During 1997,
we completed a new factory in Thailand for Arvin's new OE exhaust
joint venture company, signed a joint venture agreement to supply
OE exhaust and catalytic converters in China, and purchased a 50
percent interest in an OE exhaust manufacturer in Argentina.
Despite recent turmoil in some of these markets, we believe that
the Company will benefit from the significant growth
opportunities presented in developing markets.  Arvin also
celebrated the official opening of our new joint-venture power
steering pump plant in Pamplona, Spain during the first half of
1997.  This new plant is booked to capacity through 1999.  In the
Replacement market, we acquired the remaining shares of Timax
Exhaust Systems Holding B.V. (TESH), which has expanded our
presence in important European markets.  We acquired a
controlling interest in Autocomponents Suspension S.r.l. early in
1997 and then acquired the remaining shares of both
Autocomponents and Way Assauto S.r.l., both Italian companies
serving the OE ride control market, early in 1998.  We expect to
continue to make strategic investments which will expand our
market presence in both the OE and Replacement markets.


Automotive Original Equipment:

Principal products of the Automotive Original Equipment segment
include exhaust systems (mufflers, exhaust and tail pipes,
catalytic converters, flex tubes and tubular manifolds), ride
control products (shock absorbers, struts, ministruts and corner
modules), gas lift supports, vacuum actuators, engine and
steering dampers, power steering pumps, coated coil steel and
aluminum, press-molded thermoplastics and vinyl-metal stampings.
Primary customers of the Automotive Original Equipment segment
include Ford, General Motors, Chrysler, Toyota/Nummi, Renault,
Fiat, Rover, and Volkswagen/Audi/SEAT.
                                3
<PAGE>
A shrinking supply base in the OE market has been driven by a
shift in customer requirements and a change in the capabilities
required to be a successful, long term participant in the OE
market.  The OE market has narrowed to fewer, larger suppliers
who can supply OE customers with higher quality products at a
lower cost on a global basis.  This trend has provided and should
continue to provide Arvin with the opportunity to gain market
share.  In addition to the reduced number of OE suppliers, OE
customers are interested in purchasing full systems or modules
from their suppliers and are outsourcing component production and
assembly to those suppliers.  Arvin has successfully integrated
engineering, development and production operations to meet the
needs of its OE customers.  The Company has significantly
enhanced its delivery capabilities geographically since the late
1980s through both acquisitions and the formation of a number of
joint ventures.  Arvin believes that its aggressive capital
spending program has resulted in world-class manufacturing
operations, capable of delivering outstanding value and quality
to its customers.


Automotive Replacement:

Arvin believes that it is among the top two manufacturers of
replacement exhaust and ride control products in North America
and Europe.  Principal products of the Automotive Replacement
segment include mufflers, exhaust and tail pipes, catalytic
converters, shock absorbers, struts, gas lift supports,
clamps/hangers and accessories.

Brand names for mufflers include Maremont, TIMAX, ANSA, and ROSI.
Shock absorbers are marketed under the Gabriel brand name and gas-
charged lift supports are marketed under the Strong Arm brand
name.  Products are also marketed under private label to
customers such as Pep Boys, Sears, AutoZone, Kwik-Fit, Charlie
Brown and Meineke.

Primary customers of the Automotive Replacement segment include
retailers (e.g., Sears, Canadian Tire, Pep Boys and AutoZone),
wholesale distributors (e.g., United Auto Parts and General
Parts) and installers (e.g., Meineke and Kwik-Fit).

The Company's replacement market operations compete with both
OEMs and independent suppliers in North America and Europe, and
serve the market through their own sales force as well as a
network of manufacturers' representatives.  The Company's
competitive position has been enhanced by rigorous attention to
lead time reduction and lowest cost product development.
Continuous improvement in the manufacturing processes has had a
positive impact on order fill rates and the cost and quality of
the products manufactured.  In addition, emerging markets and the
increasing demand for performance vehicles have created
substantial growth opportunities which Arvin is aggressively
pursuing.


B. Number of Employees

At year-end, the Company had 14,324 employees.


C. Competition and Customer Relationships

Both of the Company's business segments operate in highly
competitive markets.  Customer loyalty, developed through long-
standing relationships, is a primary element of competition as
well as competitive product pricing and customized services
provided.  Arvin's long-standing relationships with its principal
customers have been dependent upon the Company's ability to meet
such customers' quantity and quality requirements in a timely
manner.

The loss of a principal customer or a significant decline in the
requirements for the Company's products (resulting, for example,
from a prolonged strike against the customer) could have a
material adverse effect on the operating results or financial
condition of the Company.  In 1997, the Company had sales to two
customers that exceeded 10% of its consolidated net sales (Ford
Motor Company - 18.4 percent and General Motors Corporation -
12.6 percent).
                                4
<PAGE>
In the OE segment, the Company competes with vehicle
manufacturers and independent suppliers.  The Company believes
that it is the leading supplier among five major competitors of
cold-end exhaust systems and one of the top four suppliers of hot
end exhaust systems in the North American and European markets.
The Company believes that it is one of the five largest suppliers
of OE ride control products in the world.

The Company also competes with vehicle manufacturers and
independent suppliers in the Replacement segment.  The Company
believes that it is second of four primary suppliers of
automotive replacement exhaust systems and second of four primary
suppliers of automotive replacement ride control products in the
world.  The Company is the leader in the U.S. replacement market
for gas-charged lift supports.


D. Regulations

United States air pollutant and acoustical emissions are
controlled by government regulations that, coupled with mandated
fuel economy improvements, continue to affect Arvin. Over the
near term, the Company does not anticipate any regulatory changes
that will materially impact the use of catalytic converters in
the United States.

European air pollutant emissions regulations continue to become
more stringent and are applicable throughout the European Union.
Current legislation requires catalytic converters to be fitted to
all newly produced gasoline fueled passenger cars.  Reductions in
the permissible levels of emissions were introduced in 1996 in
the "Stage 2" standards.  Additional tightening of the standards
are planned for "Stage 3" in the year 2000.  The Company believes
that the introduction of more stringent standards should have a
positive impact on the results of operations for the Company.

Arvin believes that its facilities either comply with applicable
environmental control regulations or that remedial action is
being taken to bring such facilities into compliance. While Arvin
does not believe that continuing compliance will have a material
effect on its competitive or financial condition, some additional
capital expenditures and other expenses will be required to
maintain compliance with such regulations.

E. Patents

The Company owns a considerable number of patents and patent
applications which are, in its judgment, adequate for, but not
essential to, the conduct of its businesses.

F. Research and Development

Expenses for the development of new products and processes,
including significant improvements and refinements to existing
products were $25.3, $26.2, and $24.7 million for 1997, 1996, and
1995, respectively.

Item 2. Properties
        ----------

The Company has manufacturing facilities, distribution outlets,
sales offices and research centers located throughout the world.
The Company believes that all of its plants have been adequately
maintained and are suitable for its current needs through
productive utilization of the facilities.

Automotive Original Equipment:

The Company has approximately 6.5 million square feet to conduct
its business activities related to the OE segment.  The Company's
original equipment facilities are nearly fully utilized.
                                5
<PAGE>
Principal manufacturing facilities in the United States are
located in Indiana, Missouri, South Carolina, Alabama, West
Virginia and Tennessee.  The facilities in Indiana, Missouri,
South Carolina and Tennessee are owned, while the other
manufacturing facilities are leased.  Principal manufacturing
facilities outside of the United States are located in the United
Kingdom, Spain, Italy, The Netherlands and Canada.  Additional
manufacturing activities are conducted in South Africa, France
and Mexico.

Automotive Replacement:

The Company has approximately 3.6 million square feet of space to
conduct its Automotive Replacement business.  The Company's
Replacement facilities are nearly fully utilized.

Principal manufacturing facilities located in the United States
are in Tennessee and Oklahoma.  Also, the Replacement operations
lease warehouses in Utah and South Carolina from which products
are distributed.

Principal manufacturing facilities located outside the U. S. are
in the United Kingdom, Italy and France.  Other manufacturing
activities are conducted in South Africa, Spain and Mexico.  The
major distribution center in Blackpool, England is leased, as are
other smaller distribution centers in the United Kingdom.

Item 3. Legal Proceedings
        -----------------

See Footnote 7 to the Consolidated Financial Statements.
                                6
<PAGE>
Executive Officers of the Registrant:
-------------------------------------

                                                              Date
                                                              First
      Name          Age             Offices Held             Elected
                                                            to Exec.
                                                             Office
---------------     ---     ----------------------------     -------
Byron O. Pond        61     Chairman of the Board of
                            Directors and Chief Executive     1990
                            Officer (1)
James K. Baker       66     Vice-Chairman of the Board of     1965
                            Directors (1)
V. William Hunt      53     President and Chief Operating     1980
                            Officer (1)
Raymond P. Mack      57     Vice President-Human              1993
                            Resources
Richard A. Smith     52     Vice President-Finance and
                            Chief Financial Officer (1)       1990
Ronald R. Snyder     53     Vice President-General
                            Counsel and Secretary             1992
E. Leon Viars        58     Vice President and President,     1995
                            Arvin Replacement Products
                            Worldwide
David S. Hoyte       51     Vice President and President,
                            Arvin Ride and Motion Control     1996
                            Products Group
Wesley B. Vance      40     Vice President and President,     1997
                            Arvin Exhaust Europe
Larry D. Blair       54     Vice President and President,     1996
                            Arvin Exhaust North America

(1) Also a member of the Board of Directors

All terms of all officers of the Registrant run until their
respective successors are elected and qualified.  All listed
executive officers except Mr. Hoyte have been employed by the
Registrant or one of its subsidiaries for the past five years.
Mr. Hoyte joined Arvin as Chief Operations Improvement Officer in
October 1996.  Mr. Hoyte was appointed President of the Arvin
Ride and Motion Control Products Group in December 1997.
Previous to his Arvin employment, Mr. Hoyte was Vice President,
cost management for IBM.  Prior to IBM, Mr. Hoyte was Executive
Vice President of Operations for the Frigidaire Company.

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

No matters were submitted to a vote of Security Holders during
the fourth quarter of the 1997 fiscal year.
                                7
<PAGE>
                             Part II

Item 5. Market for Registrant's Common Equity
         and Related Shareholder Matters
        -------------------------------------

Arvin's common shares are listed on the New York Stock Exchange
and the Chicago Stock Exchange.  Set forth below are the
dividends declared and the high and low sales prices of the
common shares for each quarter during the last two fiscal years.

Market Price Ranges and Quarterly Dividends Paid
(Prices and dividends on common shares)

                           1997                           1996
                ---------------------------   ---------------------------

                             Market Price                  Market Price
                Dividend    High      Low     Dividend    High      Low
                --------  -----------------   --------  -----------------


First Quarter   $ .19   $  25 7/8  $  21      $ .19   $ 22 3/8   $ 16 3/4
Second Quarter    .19      28 3/4     21 7/8    .19     24 7/8     19 3/4
Third Quarter     .19      39         26 1/4    .19     24 5/8     19 5/8
Fourth Quarter    .20      41 5/8     31        .19     25 1/4     22 3/4

As of March 6, 1998, Arvin had 4,075 holders of record of its
common shares.

Item 6. Selected Financial Data
        -----------------------
<TABLE>
Five-Year Consolidated Financial Summary
(In millions, except per share amounts)

                                 1997      1996      1995      1994      1993
                                ------    ------    ------    ------    ------
<S>                             <C>         <C>         <C>         <C>         <C>
Operating Results (1)
Net sales                    $ 2,349.0 $ 2,212.7 $ 1,966.4 $ 1,849.5 $ 1,640.8
Interest expense                  39.5      38.8      42.5      42.8      35.0
Earnings                          65.0      47.1      17.9      24.6      38.4
Basic earnings per share          2.83      2.10       .80      1.11      1.76
Diluted earnings per share        2.78      2.03       .80      1.10      1.67

 Dividends declared               17.7      17.1      16.9      16.9      16.7
 Dividends per common share        .77       .76       .76       .76       .76
Average basic shares
 outstanding                      23.0      22.4      22.3      22.2      21.9
Average diluted shares
outstanding                       23.4      24.6      22.4      22.4      25.7

Financial Position
Total assets                 $ 1,447.1 $ 1,307.8 $ 1,218.6 $ 1,231.5 $ 1,175.5
Short-term debt                   55.6      52.6      41.6      25.1       7.9
Long-term debt                   222.3     294.0     360.7     416.3     432.2
Capital securities                98.9       ---       ---       ---       ---
Shareholders' equity             485.2     437.4     395.1     396.3     420.6
Book value per common share      20.69     19.38     17.76     17.81     19.04


<FN>1 From continuing operations

</TABLE>
                                8
<PAGE>
Item 7.  Management's Discussion and Analysis of
        Financial Condition and Results of Operations
       ----------------------------------------------


Overview

Arvin achieved record sales again in 1997.  The Company recorded
sales of $2.3 billion, a six percent increase over 1996, despite
the effect of a strong U.S. dollar.  On a constant dollar basis,
sales increased nine percent.  Top line growth was achieved both
through recent acquisitions and as a result of the strength in
the original equipment market.

Graphic Table - Bar-graph indicating annual sales for original
equipment and replacement segments, respectively, for the
following years, in millions:
    1997    $1,622.1 and $726.9
    1996    $1,549.5 and $663.2
    1995    $1,337.2 and $629.2

Arvin's operating income increased 39 percent, to $167.2 million,
in 1997.  Improved margins, as a result of Arvin's internal
improvement programs which have reduced cycle times and waste in
the production process,  were the primary contributor to the
increase.  In addition, the Company has been working with its
suppliers to eliminate waste in their production processes, which
has contributed to improved material pricing for Arvin.

Graphic Table - Bar-graph indicating annual operating income for
original equipment and replacement segments, respectively, for
the following years, in millions:
   1997    $92.5 and $74.7
   1996    $71.6 and $48.5
   1995    $67.8 and $31.7

Results of Operations  (in millions)

Net Sales by Segment
--------------------             1997         1996         1995
                               --------     --------     --------
Automotive Original Equipment  $1,622.1     $1,549.5     $1,337.2
Automotive Replacement            726.9        663.2        629.2
                               --------     --------     --------
   Total                       $2,349.0     $2,212.7     $1,966.4
                               ========     ========     ========

Operating Income  by Segment
----------------------------     1997         1996         1995
                               --------     --------     --------
Automotive Original Equipment   $  92.5      $  71.6        $67.8
Automotive Replacement             74.7         48.5         31.7
                               --------     --------     --------
Total                            $167.2       $120.1        $99.5
                               ========     ========     ========


Automotive Original Equipment (OE), 1997 vs. 1996:  Sales in the
OE segment of $1,622.1 million for 1997 were $72.6 million or
five percent higher than OE sales for 1996.  The inclusion of a
full year's results for Way Assauto S.r.l. (consolidated in June
1996) contributed 46 percent and the January 1997 acquisition of
a controlling interest in Autocomponents Suspension S.r.l.
contributed 33 percent of the 1997 increase.  Sales benefited
from higher vehicle build rates in both the United States and
Western Europe.  The Company's increased sales volume, excluding
the effect of acquisitions, approximated $35 million.  Coated
steel volumes were up, as were other component automotive parts.
Selective price concessions in 1997 were less than one percent of
OE sales.

 Graphic Table - Pie-chart indicating percentage of 1997 sales
from original equipment and replacement segments:
Original Equipment Sales          69%
Replacement Sales                 31%

                                9
<PAGE>
The Company's 1997 OE operating income increased $20.9 million,
or 29 percent.  Increased volume and productivity contributed
$21.5 million, offset by labor inflation of $14.5 million.
Improved material pricing, which contributed $24.6 million, was
somewhat offset by selective price concessions, which
approximated $13.9 million.

Comparison of the effect of changes in volume from period to
period is subject to a number of limitations, principally
centered around what constitutes a unit for volume measurement.
The appropriate measure of a unit varies over time as products
develop, varies among the different countries in which the
Company operates, and varies within each operating unit of the
Company.  As a result, there is a certain degree of imprecision
and subjectivity in estimating the impact of volume changes.

1996 vs. 1995:  Sales in the OE segment of $1,549.5 million for
1996 were 16 percent higher than OE sales for 1995.  Market
forces in the Company's primary markets of Western Europe and
North America were mixed.  Western Europe's car registrations
increased 6.6 percent, while North American car and light truck
production declined 1.3 percent.  Despite these mixed market
influences, the Company experienced strong increases in sales
volumes.  Increased volume in ongoing operations accounted for 52
percent of the overall increase, while volume increases as a
result of the consolidation of the ride control manufacturer Way
Assauto S.r.l. contributed 16 percent of the increase.  In
addition to the increased volume, the Company's OE markets
continued a trend toward higher quality, higher valued original
equipment parts, which contributed approximately 21 percent of
the increase.  Coated steel and other component automotive parts
posted modest volume increases when compared with the prior year.
Offsetting these strong positive trends were selective price
concessions, which averaged less than one percent of OE sales.

Operating income of $71.6 million in the OE segment for 1996
improved by $3.8 million, or 6 percent, despite the first quarter
effect of the General Motors strike, estimated at $2.5 million.
Volume increases and the positive effect on product mix as a
result of a more complex product line were the primary drivers of
the increase.  Previously mentioned price concessions were offset
by negotiated material price decreases.


Automotive Replacement (Replacement), 1997 vs. 1996: Replacement
sales increased $63.7 million to $726.9 million, a ten percent
increase over 1996.  The Company's 1997 acquisition of a
controlling interest in Timax Exhaust Systems Holding B.V. (TESH)
accounted for approximately 77 percent of the increase, improved
pricing contributed another 21 percent of the overall increase
and the June 1996 acquisition of a controlling interest in Way
Assauto S.r.l. contributed 13 percent.  A decline in the overall
North American replacement market was substantially offset by the
Company's favorable channel and product mix.

Operating units in the Replacement segment sell their product
through a variety of different customer channels including
merchandisers, installers, and wholesale distributors.  As a
result of period to period variations in this channel mix, in
addition to normal variations in product mix, the average price
of units sold may not correspond to price changes.  As in the OE
segment, there is also a certain degree of imprecision and
subjectivity in estimating the impact of period to period volume
changes, principally because of questions as to what constitutes
a unit for volume measurement.  The appropriate measure of a unit
varies over time as products develop, varies among the different
countries in which the Company operates, and varies within each
operating unit of the Company.

Graphic Table - Pie-chart indicating percentage of 1997 operating
income from original equipment and replacement segments:
Original Equipment Operating Income       55%
Replacement Operating Income              45%

                               10

Operating income in the Replacement segment increased $26.2
million during 1997.  The improved pricing mentioned above and
productivity improvements accounted for more than 80 percent of
the increase.  Material cost reductions and improved product mix
offset labor inflation.

1996 vs. 1995: Sales in the Replacement segment of $663.2 million
for 1996 were 5 percent higher than Replacement sales for 1995.
Improved pricing contributed approximately 55 percent of the
overall increase.  The Company's acquisition of a controlling
interest in Way Assauto S.r.l. accounted for approximately 28
percent of the increase.  Both the North American and West
European replacement exhaust markets reported a decline in total
market volume; however, favorable channel and product mix
effectively offset those market declines.

Operating income in the Replacement segment increased $16.8
million during 1996, when compared to 1995.  In addition to the
improved pricing mentioned above, operating income improved as a
result of reduced expenditures to obtain new business, which
decreased $9.3 million during the period, from the unusually high
level reported in the prior year.  Increased accounts receivable
collection costs of $3.1 million, a one-time customer stock
adjustment of approximately $3.0 million, and a reserve of $2.6
million, which resulted from a decision to consolidate some of
the Company's Western European distribution locations, offset
those positive factors.  Material cost reductions nearly offset
labor inflation.

Corporate general and administrative expenses increased $1.4 and
$5.4 million in 1997 and 1996, respectively.  The increase in
both years was primarily a result of increased employee costs.

Special charges and credits, net include a $4.7 million addition
to legal and environmental reserves in 1997 for operations
previously owned by the Company's Maremont subsidiary, and $1.5
million for costs related to the early redemption of the
Company's 9 1/8 percent sinking fund debentures.  Included in
1996 special charges is a $2.6 million reserve for future lease
commitments at abandoned or under-utilized properties, $1.7
million for legal and environmental reserves, $1.5 million for
costs related to the redemption of the Company's 7.5 percent
subordinated convertible debentures and $1.2 million for contract
termination costs.  Offsetting these charges is a special credit
of $2.0 million related to insurance settlements.  During 1995,
based upon a judgment entered against an Arvin subsidiary and
assessments by legal counsel of other pending legal matters, the
Company added $13.7 million to its litigation reserves.  The 1995
results also include a special credit of $3.2 million as a result
of a settlement with a party potentially liable for certain costs
in connection with various environmental matters.


Net gain on capital transactions for 1997 includes $3.7 million
of gain on the sale of capital assets and a write down of $1.5
million in the carrying value of a non-controlled venture in the
South American exhaust market.  In 1996, the $10.8 million gain
resulted from the Company's sale of its 31.4 percent equity
interest in Fric Rot S.A.I.C.

Interest expense:  During 1997 interest expense increased
approximately 2 percent as a result of higher average borrowing
rates on the Company's outstanding interest-bearing liabilities.
During 1996 interest expense decreased 9 percent as a result of a
decrease in average outstanding debt.

Other expense, net  increased $1.4 million in 1997.  Reduced
royalty and rent income of $1.4 and $1.3 million, respectively,
were offset by increased interest income in 1997.  Other expense
during 1997 includes $1.8 million to reserve for the Company's
estimated future obligation under a contractual agreement deemed
to be completed.    Other expense, net decreased $5.1 million in
1996, primarily due to $4.7 million of restructuring costs
included in 1995 which were used to complete the Company's 1994
plan.
                               11
 <PAGE>
Tax expense:  The Company's effective tax rate, prior to capital
loss carryforward utilizations, decreased for the third straight
year in 1997.  The effective tax rate, prior to capital loss
utilizations, was 36.2, 37.0 and 38.0 percent in 1997, 1996, and
1995, respectively.  The effective tax rate after the effect of
capital loss carryforward utilizations was 34.9, 30.7, and 38.0
percent in 1997, 1996, and  1995, respectively.

Equity earnings of affiliates were essentially flat in 1997.  The
net impact on comparative results of affiliates sold or
consolidated during 1996 and 1997 was negligible.  Equity
earnings from affiliates for 1997 includes an intangible asset
write-off, a reduction in profits of a U.S. OE affiliate and the
elimination of a tax valuation allowance in the amounts of $3.2,
$1.2 and  $4.7 million, respectively.  Of the $3.3 million 1996
increase, $2.6 million reflects stronger OE sales and profits in
the United States; $1.0 million of the increase was contributed
by the Company's Argentinean affiliate, which was sold in
December 1996.

Minority interest in net income of consolidated subsidiaries
increased $1.3 and $.3 million in 1997 and 1996, respectively.
The 1997 increase was primarily a result of the consolidation of
the Autocomponents Suspension S.r.l. and increased earnings from
the Company's 75 percent owned Spanish subsidiary, AP
Amortiguadores, S.A. (APA).  The 1996 increase was primarily a
result of improved results from APA.

Income from discontinued operations:  The 1995 income represents
the results of Space Industries for the first nine months of
1995, prior to Arvin's decision to discontinue this business.

Income from disposal of discontinued operations in 1997
represents a previously deferred gain on the sale of Space
Industries.  The $.7 million in 1995 relates to earnings of the
Company's Schrader subsidiary.
                               12
<PAGE>
Liquidity and Capital Resources:

Arvin's operations provided strong cash flows in both 1997 and
1996, primarily as a result of the Company's higher net income
and continued emphasis on high asset utilization and working
capital management.  Key elements of the Consolidated Statement
of Cash Flows were:

                                       1997     1996     1995
                                       ------  -------  -------
Net Cash Provided by
  Operating Activities                 $177.6   $173.6    $92.8
Net Cash Used for
  Investing Activities                 (116.6)   (69.9)   (45.0)
Net Cash Provided by (Used for)
  Financing Activities                   10.1    (80.2)   (54.6)

Investing  cash  flows include purchases of property,  plant  and
equipment  in  1997, 1996, and 1995 of $96.9, $79.1,  and  $100.5
million,  respectively.  The Company expects increased levels  of
capital expenditures in 1998 to support new business requirements
and process improvements.  Arvin acquired the remaining shares of
Autocomponents and Way Assauto during the first quarter  of  1998
for an approximate purchase price of $8.7 million.  Arvin expects
to  further  invest in the Company's German OE  affiliate  during
1998.  Near term expenditures are expected to be funded from cash
on hand and internally generated funds.

Financing cash flows include changes in the Company's debt
structure, which are more fully described in Note 5 to the
Consolidated Financial Statements.  The proceeds from long-term
borrowings reflect the issuance of $98.9 million, net of
discount, 9.5 percent Company-Obligated Mandatorily Redeemable
Preferred Capital Securities of Subsidiary Trust Holding Solely
Subordinated Debentures of the Company (Capital Securities) due
in 2027, callable in 10 years.  Financing cash flows also include
Arvin's quarterly dividend to shareholders, which was increased
five percent during 1997 from 19 cents to 20 cents.  Based on the
Company's projected cash flow from operations and existing credit
facility arrangements, management believes that sufficient
liquidity is available to meet anticipated capital and dividend
requirements over the foreseeable future.  The Company has $45
million of medium-term notes coming due in 1998.  While the
Company has sufficient liquidity to fund the repayment, it is
likely that the Company will raise additional long-term funding,
consistent with the Company's debt management strategy.

Graphic Table - Bar-graph indicating the components of
capitalization for the following years, in millions:
                                    1997     1996     1995
                                  ------   ------   ------
Short-term debt and
  current maturities              $ 55.6   $ 52.6   $ 41.6
Long-term debt                     222.3    294.0    360.7
Capital securities                  98.9       --       --
Minority interest                   12.4     34.2     31.5
Shareholders' equity               485.2    437.4    395.1
                                  ------   ------   ------
Total capitalization              $874.4   $818.2   $828.9
                                  ======   ======   ======
Financial Instruments and Risk Management:   The Company uses
financial derivatives, including forward exchange contracts and
options and interest rate swaps and options, to manage its global
foreign exchange and interest rate exposure.   The foreign
exchange derivatives serve primarily to protect the functional
currency value of certain non-functional currency positions and
anticipated transactions of the Company and its foreign
subsidiaries.  (See also Note 6 to the Consolidated Financial
Statements.)

Legal/Environmental Matters: The Company and its consolidated
subsidiaries are defending various environmental claims and legal
actions that arise in the normal course of business or from
previously owned businesses.  Such matters are more fully
described in Note 7 to the Consolidated Financial Statements.
Arvin expects that any sum it may be required to pay in excess of
its recorded reserves will not have a material adverse effect on
its results of operations or financial condition.
                               13
<PAGE>
Year 2000 :  During 1997, the Company named a task force and
began actively working with  customers, suppliers, and employees
on Arvin's  plan to address Year 2000 issues. Based on the
information gathered to date, the Company believes that it will
address the Year 2000 issue using internal staff, upgrading non-
compliant machines through both normal and accelerated
replacement programs, and upgrading certain of its externally
purchased software with Year 2000 compliant versions.  The
Company expects internal staff to devote substantial time to
identifying and correcting Year 2000 issues during 1998, but does
not anticipate any significant increases in payroll costs as a
result of making Year 2000 issues an Arvin priority for 1998.
Any such costs, as well as any consultant costs, will be expensed
as incurred.  Anticipated hardware and software upgrades will
generally replace fully depreciated assets.  These costs are not
expected to have a material impact on the Company's cash flows,
capital expenditures, or results of operations.

Item 7A. Quantitative and Qualitative
         disclosures about Market Risk
         -----------------------------

Not applicable.
                               14
<PAGE>

Item 8. Financial Statements and Supplementary Data
        -------------------------------------------
                                                         Page No.
Index to Consolidated Financial Statements

Consolidated Financial Statements:
    Consolidated Statement of Operations for each of the
      three years in the period ended December 28, 1997          16

    Consolidated Statement of Financial Condition at
      December 28, 1997 and December 29, 1996                    17

    Consolidated Statement of Shareholders' Equity for each
      of the three years in the period ended December 28, 1997   18

    Consolidated Statement of Cash Flows for each of the
      three years in the period ended December 28, 1997          19

    Notes to Consolidated Financial Statements                   20

    Report of Independent Accountants                            35

Financial Statement Schedules:
    For each of the three years in the period ended
      December 28, 1997
       II  Valuation and Qualifying Accounts                     36

Supplementary Data:
    Selected Quarterly Financial Data                            37


Financial statements of unconsolidated affiliates have been
omitted because the registrant's proportionate share of the
income from continuing operations before income taxes, and total
assets of each such company is less than 20% of the respective
consolidated amounts.

All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission
are not required under the related instructions, are not
applicable or the required information is shown in the financial
statements or the notes thereto.
                               15
<PAGE>



<PAGE>
<TABLE>

Arvin Industries, Inc.
Consolidated Statement of Operations
(Dollars in millions, except per share amounts)
<CAPTION>

                                                              1997            1996            1995
                                                             --------        --------        --------
<S>                                                     <C>             <C>             <C>

Net Sales                                               $     2,349.0   $     2,212.7   $     1,966.4
Costs and Expenses:
 Cost of goods sold                                           2,014.9         1,940.2         1,707.7
 Selling, operating general and administrative                  165.6           151.1           152.3
 Corporate general and administrative                            19.0            17.6            12.2
 Special charges and credits, net                                 6.2             5.0            10.5
 Net gain on capital transactions                                (2.2)          (10.8)            0.0
 Interest expense                                                39.5            38.8            42.5
 Other expense, net                                               8.1             6.7            11.8
                                                             --------        --------        --------
                                                              2,251.1         2,148.6         1,937.0
                                                             --------        --------        --------
Earnings from Continuing
 Operations Before Income Taxes                                  97.9            64.1            29.4
 Income taxes                                                   (34.2)          (19.7)          (11.2)
 Minority interest in net income
  of consolidated subsidiaries                                   (3.8)           (2.5)           (2.2)
 Equity earnings of affiliates                                    5.1             5.2             1.9
                                                             --------        --------        --------
Earnings from Continuing Operations                              65.0            47.1            17.9
                                                             --------        --------        --------

 Income from discontinued operations, net of
  income tax of $.0, $.0, and $.5, respectively                   0.0             0.0             0.4
 Income from disposal of discontinued operations, net of
  income tax benefit of $.0, $.0 and $2.8, respectively           1.6             0.0             0.7
                                                             --------        --------        --------
Net Earnings                                            $        66.6   $        47.1   $        19.0
                                                             ========        ========        ========

Earnings per Common Share
Basic:
 Continuing operations                                  $        2.83   $        2.10   $        0.80
 Discontinued operations                                         0.07            0.00            0.05
                                                             --------        --------        --------
      Total - basic                                     $        2.90   $        2.10   $        0.85
                                                             ========        ========        ========

Diluted:
 Continuing Operations                                  $        2.78   $        2.03   $        0.80
 Discontinued Operations                                         0.07            0.00            0.05
                                                             --------        --------        --------
       Total - diluted                                  $        2.85   $        2.03   $        0.85
                                                             ========        ========        ========

Average Common Shares Outstanding (000's)
 Basic                                                         22,970          22,385          22,296
 Diluted                                                       23,382          24,615          22,355

<FN>
See notes to consolidated financial statements.
</TABLE>
                                       16
<TABLE>

Arvin Industries, Inc.
Consolidated Statement of Financial Condition
(Dollars in millions, except per share amounts)
<CAPTION>
                                                                               As of         As of
                                                                              12/28/97      12/29/96
                                                                               --------      --------
<S>                                                                       <C>            <C>
Assets:
Current Assets:
 Cash and cash equivalents                                                $       108.9  $       39.4
 Receivables, net of allowances of $5.6 in 1997 and $6.7 in 1996                  354.6         304.7
 Inventories                                                                      124.5         115.9
 Current income tax benefit                                                        30.9          27.8
 Other current assets                                                              50.5          51.1
                                                                               --------      --------
      Total current assets                                                        669.4         538.9
                                                                               --------      --------
Non-Current Assets:
 Property, plant and equipment:
  Land and buildings                                                              203.0         179.5
  Machinery and equipment                                                         876.6         799.6
  Construction in progress                                                         53.9          31.9
                                                                               --------      --------
                                                                                1,133.5       1,011.0
      Less accumulated depreciation                                               632.1         547.1
                                                                               --------      --------
                                                                                  501.4         463.9
Goodwill, net of amortization of $36.5 in 1997 and $32.3 in 1996                  165.9         158.0
Investment in affiliates                                                           53.9          85.7
Other assets                                                                       56.5          61.3
                                                                               --------      --------
      Total non-current assets                                                    777.7         768.9
                                                                               --------      --------
                                                                          $     1,447.1  $    1,307.8
                                                                               ========      ========
Liabilities and Shareholders' Equity:
Current Liabilities:
 Short-term debt                                                          $        55.6  $       52.6
 Accounts payable                                                                 303.3         257.7
 Employee related costs                                                            57.6          54.6
 Accrued expenses                                                                 104.7          87.9
                                                                               --------      --------
      Total current liabilities                                                   521.2         452.8
                                                                               --------      --------
Long-term employee benefits                                                        66.7          67.0
Other long-term liabilities                                                        40.4          22.4
Long-term debt                                                                    222.3         294.0
Minority interest                                                                  12.4          34.2
Company-obligated mandatorily redeemable preferred capital securities
  of subsidiary trust holding solely subordinated debentures of the Company        98.9           0.0
Commitments and contingencies (Note 7)
Shareholders' Equity:
 Capital Stock:
  Preferred shares (no par value, authorized 8,978,058;
    none issued and outstanding)                                                    0.0           0.0
  Common shares ($2.50 par value, authorized 50,000,000;
    issued 26,225,567 in 1997 and 26,149,217 in 1996)                              65.6          65.4
 Capital in excess of par value                                                   248.8         247.3
 Retained earnings                                                                275.1         226.2
 Cumulative translation adjustment                                                (41.8)        (19.9)
 Employee stock benefit trust                                                     (25.6)        (42.2)
 Common shares held in treasury                                                   (36.9)        (39.4)
                                                                               --------      --------
      Total shareholders' equity                                                  485.2         437.4
                                                                               --------      --------
                                                                          $     1,447.1  $    1,307.8
<FN>                                                                           ========      ========
See notes to consolidated financial statements.
</TABLE>
                                       17
<TABLE>


Arvin Industries, Inc.
Consolidated Statement of Shareholders' Equity
(Dollars in millions, except per share amounts)
<CAPTION>
                                                                             Year Ended
                                            ------------------------------------------------------------------------------------
                                                   12/28/97                     12/29/96                     12/31/95
                                            --------------------------   --------------------------   --------------------------

                                                    Shares      Amount           Shares      Amount           Shares      Amount
                                                ----------      ------       ----------      ------       ----------      ------
<S>                                            <C>         <C>             <C>          <C>              <C>         <C>
Common Shares:
 Beginning balance                              26,149,217 $      65.4       24,228,602 $      60.6       24,163,510 $      60.4
 Shares issued to employee
   stock benefit trust                                             0.0        1,800,000         4.5                          0.0
 Exercise of stock options                           4,700         0.0           56,900         0.1           65,092         0.2
 Bonuses paid in stock                              71,650         0.2                          0.0                          0.0
 Conversion of 7.5% convertible
   subordinated debentures                                         0.0           63,715         0.2                          0.0
                                                ----------      ------       ----------      ------       ----------      ------
   Ending balance                               26,225,567        65.6       26,149,217        65.4       24,228,602        60.6
                                                ----------      ------       ----------      ------       ----------      ------
Capital in Excess of Par Value:
 Beginning balance                                               247.3                        207.4                        206.6
 Shares issued to employee
   stock benefit trust                                             0.0                         37.7                          0.0
 Exercise of stock options                                         0.3                          0.9                          1.0
 Bonuses paid in stock                                             1.3                          0.0                          0.0
 Conversion of 7.5% convertible
   subordinated debentures                                         0.0                          1.7                          0.0
 Other                                                            (0.1)                        (0.4)                        (0.2)
                                                                ------                       ------                       ------
   Ending balance                                                248.8                        247.3                        207.4
                                                                ------                       ------                       ------
Retained Earnings:
 Beginning balance                                               226.2                        196.2                        194.1
 Net earnings                                                     66.6                         47.1                         19.0
 Cash dividends ($.77 per share in 1997,
   $.76 per share in 1996 and 1995)                              (17.7)                       (17.1)                       (16.9)
                                                                ------                       ------                       ------
   Ending balance                                                275.1                        226.2                        196.2
                                                                ------                       ------                       ------
Cumulative Translation Adjustment:
 Beginning balance                                               (19.9)                       (24.6)                       (20.7)
 Amounts related to disposal of operations                         0.0                          0.0                         (2.0)
 Translation adjustments during the year                         (21.9)                         4.7                         (1.9)
                                                                ------                       ------                       ------
   Ending balance                                                (41.8)                       (19.9)                       (24.6)
                                                                ------                       ------                       ------
Employee Stock Benefit Trust:
 Beginning balance                              (1,800,000)      (42.2)               0         0.0                          0.0
 Establishment of trust                                                      (1,800,000)      (42.2)                         0.0
 Exercise of stock options                         634,935        14.9                          0.0                          0.0
 Shares contributed to employee
  benefit plan                                      66,111         1.7                          0.0                          0.0
                                                ----------      ------       ----------      ------                       ------
   Ending balance                               (1,098,954)      (25.6)      (1,800,000)      (42.2)                         0.0
                                                ----------      ------       ----------      ------                       ------
Common Shares in Treasury:
 Beginning balance                              (1,776,737)      (39.4)      (1,977,366)      (44.5)      (1,913,663)      (43.5)
 Stock exchanged for stock
   options exercised                               (30,410)       (1.0)          (7,161)       (0.2)          (5,212)       (0.1)
 Shares contributed to employee
   benefit plan                                    135,568         3.5          160,650         4.1           48,574         1.2
 Shares contributed to charitable foundation                       0.0           47,140         1.2                0         0.0
 Shares purchased                                                  0.0                          0.0         (107,065)       (2.1)
                                                ----------      ------       ----------      ------       ----------      ------
   Ending balance                               (1,671,579)      (36.9)      (1,776,737)      (39.4)      (1,977,366)      (44.5)
                                                ----------      ------       ----------      ------       ----------      ------

    Total shareholders' equity                             $     485.2                  $     437.4                  $     395.1
                                                                ======                       ======                       ======

<FN>
See notes to consolidated financial statements.
</TABLE>
                                       18
<TABLE>

Arvin Industries, Inc.
Consolidated Statement of Cash Flows
(Dollars in millions)
<CAPTION>
                                                                1997          1996          1995
                                                                -------       -------       -------
<S>
Operating Activities:                                      <C>           <C>           <C>
 Net earnings                                              $       66.6  $       47.1  $       19.0
 Adjustments to reconcile net earnings to
  net cash provided by operating activities:
   Depreciation                                                    79.1          77.5          70.4
   Amortization                                                     6.5           5.8           5.6
   Minority interest                                                3.8           2.5           3.1
   Other                                                            5.9           3.8          (2.2)
   Changes in operating assets and liabilities:
     Receivables                                                  (33.6)          6.3           0.6
     Inventories and other current assets                          (0.7)          0.7         (19.8)
     Accounts payable                                              35.1          20.9          14.1
     Other accrued expenses                                        16.7           0.5          (3.9)
     Income taxes payable and deferred taxes                       (1.8)          8.5           5.9
                                                                -------       -------       -------
           Net Cash Provided by Operating Activities              177.6         173.6          92.8
                                                                -------       -------       -------

Investing Activities:
   Purchase of property, plant and equipment                      (96.9)        (79.1)       (100.5)
   Proceeds from sale of property, plant and equipment              3.1           5.4           1.9
   Investments in affiliates                                      (11.1)         (8.5)          0.0
   Business acquisitions, net of cash acquired                    (19.5)         (8.0)          0.0
   Cash proceeds from sale of businesses, net
        of cash balances of businesses sold                         3.7          19.3          55.3
   Other                                                            4.1           1.0          (1.7)
                                                                -------       -------       -------
         Net Cash Used for Investing Activities                  (116.6)        (69.9)        (45.0)
                                                                -------       -------       -------

Financing Activities:
   Change in short-term debt, net                                 (45.7)         17.7           2.1
   Proceeds from long-term borrowings                             101.8           3.2          51.5
   Principal payments on long-term debt                           (38.0)        (87.4)        (92.0)
   Dividends paid                                                 (17.3)        (12.9)        (16.9)
   Other                                                            9.3          (0.8)          0.7
                                                                -------       -------       -------
    Net Cash Provided by (Used for) Financing Activities           10.1         (80.2)        (54.6)
                                                                -------       -------       -------

Cash and Cash Equivalents:
   Effect of exchange rate changes on cash                         (1.6)          0.7          (0.4)
                                                                -------       -------       -------
   Net increase (decrease)                                         69.5          24.2          (7.2)
   Beginning of the year                                           39.4          15.2          22.4
                                                                -------       -------       -------
         End of the year                                   $      108.9  $       39.4  $       15.2
                                                                =======       =======       =======


Income tax payments totaled $44.0 in 1997, $13.6 in 1996 and $13.6 in 1995.
Interest payments totaled $33.1 in 1997, $40.8 in 1996 and $45.0 in 1995.
See notes to consolidated financial statements.
</TABLE>
                                       19
<PAGE>





<PAGE>
Arvin Industries, Inc.
Notes to Consolidated Financial Statements

(Dollar amounts in millions unless noted otherwise)

Note 1 - Significant Accounting Policies:

Principles of Consolidation:  The consolidated financial
statements include the accounts of Arvin Industries, Inc. and its
majority-owned subsidiaries.  Affiliated companies
(20 to 50 percent owned) are accounted for on the equity method.

Use of Estimates:  The financial statements and related notes
have been prepared in conformity with generally accepted
accounting principles and include some amounts and disclosures
which are estimates based on currently available information and
management's judgment of current facts and circumstances.

Cash Equivalents:  The Company considers all highly liquid
investments purchased with a maturity of three months or less to
be cash equivalents.

Inventories:  Substantially all inventories located in the United
States (U.S.) are valued under the last-in, first-out (LIFO) cost
method.  The remaining inventories are valued primarily on a
first-in, first-out (FIFO) basis. It is impractical to classify
LIFO inventories into the finished goods, work in process and raw
material components since in determining the overall index, the
Company uses the method of pooling by individual inventory
components.

At year-end 1997 and 1996, $55.4 and $55.8 million of total
inventories were stated on the LIFO method. The current costs of
these inventories exceeded their LIFO value by $5.0 and $4.9
million at year-end 1997 and 1996, respectively.

Property, Plant and Equipment and Depreciation:  Property, plant
and equipment are stated at cost less accumulated depreciation.
Depreciation is recorded using the straight-line method over the
estimated useful lives of the assets.  The estimated service life
used to compute depreciation is generally 20 to 40 years for
buildings and 7 to 12 years for machinery, equipment and
fixtures.  Maintenance and repair costs are expensed as incurred.

Goodwill:  Goodwill represents the excess of cost over the net
asset value of assets acquired and is generally amortized using
the straight-line method over 40 years.  The Company assesses the
recoverability of its goodwill whenever adverse events or changes
in circumstances or business climate indicate that expected
future cash flows (undiscounted and without interest charges) for
individual business units may not be sufficient to support
recorded goodwill.  If undiscounted cash flows are not sufficient
to support the recorded asset, an impairment is recognized to
reduce the carrying value of the goodwill based on the expected
discounted cash flows of the business unit.  Expected cash flows
are discounted at a rate commensurate with the risk involved.

Foreign Currency:  The Company uses the local currency as the
functional currency for all of its consolidated operating
subsidiaries outside of the U.S., except for those operating in
hyperinflationary economies.  Results are translated into U.S.
dollars using monthly average exchange rates, while assets and
liabilities are translated into U.S. dollars using year-end
exchange rates.  The resulting translation adjustments are
recorded in a separate component of shareholders' equity.

Research and Development Costs:  Expenditures relating to the
development of new products and processes, including significant
improvements and refinements to existing products, are expensed
as incurred.  The amounts charged against income in 1997, 1996,
and 1995 were $25.3, $26.2 and $24.7 million, respectively.

                               20
<PAGE>
Graphic Table - Bar-graph indicating research and development
costs for the following years, in millions:
   1997    $25.3
   1996    $26.2
   1995    $24.7

Earnings Per Share:  Basic earnings per share are based on the
weighted average number of common shares outstanding during the
year.  Diluted earnings per share are based on the weighted
average number of common and common equivalent shares
(principally stock option related) outstanding during the year.
In 1997, Arvin adopted Statement of Financial Accounting
Standards No. 128 (SFAS 128), "Earnings per Share."  Prior years'
earnings per share have been restated in accordance with the
provisions of SFAS 128.

The following illustrates the reconciliation of the numerators
and denominators of the basic and diluted EPS computations for
continuing operations.
                           1997              1996              1995
                       ------------      ------------      ------------

                      Income  Shares    Income  Shares    Income  Shares
                      ------  ------    ------  ------    ------  ------
Basic EPS              $65.0  22,970     $47.1  22,385     $17.9  22,296
Effect of Dilutive
Securities:
  Options                        412               131                59
  7.5% convertible
    debentures                             2.9   2,099
                      ------  ------    ------  ------    ------  ------
Diluted EPS            $65.0  23,382     $50.0  24,615     $17.9  22,355
                      ======  ======    ======  ======    ======  ======
Reclassifications:  Certain amounts in the accompanying financial
statements and notes thereto have been reclassified to conform to
the current year presentation.

Fiscal Year:  Arvin's fiscal year ends on the Sunday nearest to
December 31.


Note 2 - Acquisitions, Divestitures and Discontinued Operations:

In May 1997 Arvin exercised its option to purchase the remaining
50 percent of Timax Exhaust Systems Holding B.V. (TESH) for a
total purchase price of $28.3 million, which included a cash
payment of $20.9 million.  TESH serves the replacement exhaust
markets in Italy, France, and the United Kingdom.

In January 1997 Arvin purchased a controlling interest in
Autocomponents Suspension S.r.l.  through its purchase of an
additional five percent of the shares of Autocomponents for a
purchase price of $1.8 million.   Autocomponents is located in
Melfi, Italy and manufactures ride control products primarily for
the original equipment market.

In June 1996 Arvin increased its ownership in Way Assauto S.r.l.
from 49.9 percent to 54.9 percent for $8.0 million.  Way Assauto
is located in Asti, Italy and manufactures ride control products
primarily for the original equipment market.

These acquisitions were accounted for as purchases and the
results of their operations have been included in the
consolidated financial statements since the dates of acquisition.
Goodwill resulting from these acquisitions is being amortized
using the straight-line method over a 40 year period.

During the fourth quarter of 1996, Arvin sold its 31.4 percent
equity interest in its Argentinean affiliate, Fric Rot S.A.I.C.,
for $17.3 million.  The pre-tax gain on the sale was $10.8
million.

In September 1995 Arvin sold its ownership interest in Space
Industries International, Inc. (SIII) for $30.6 million in cash.
Income from disposal of discontinued operations for 1997
represents a previously deferred $1.6 million gain on the sale of
SIII.  Arvin also sold its Schrader Automotive unit during 1995.
Proceeds from the sale of Schrader included $36.2 million cash
and preferred stock and warrants with a face value of $8.5
million.
                               21
<PAGE>
Note 3 - Investments in Affiliates:

The Company has investments in a number of affiliates which are
accounted for on the equity method.  The affiliates are engaged
in the production and distribution of automotive exhaust and ride
control products.  Equity affiliates include Arvin Sango Inc.
(50%), Schmitz & Brill GmbH (50%), Gabriel Mexico S.A. (40%),
Gabriel de Venezuela (42%), Kayaba Arvin, S.A. (40%) and Cofap-
Arvin (40%).  The Company's share of earnings of these affiliates
is included in income as earned.  Equity earnings from affiliates
for 1997 includes an intangible asset write-off and the
elimination of a tax valuation allowance in the amounts of $3.2
and  $4.7 million, respectively.  In 1997 and 1996, the Company
received dividends from affiliates of $2.2 and $3.4 million,
respectively.  The Company's total investment in affiliates at
December 28, 1997 was $53.9 million.

Summarized financial information of affiliates follows.


                                       1997     1996    1995
                                      -----    -----    -----
Condensed Statement of Operations:
----------------------------------
Net sales                           $ 360.5  $ 408.7  $ 557.1
Gross profit                           57.8     82.8     95.3
Net earnings                           14.3     10.9      9.1

Condensed Statement of
 Financial Condition:
---------------------
Current assets                      $ 137.1  $ 107.5  $ 247.3
Non-current assets                    114.0    180.6    177.6
                                      -----    -----    -----
                                    $ 251.1  $ 288.1  $ 424.9
                                      =====    =====    =====

Current liabilities                 $  76.0  $  71.9  $ 162.0
Non-current liabilities                53.1    107.1    137.3
Shareholders' equity                  122.0    109.1    125.6
                                      -----    -----    -----
                                    $ 251.1  $ 288.1  $ 424.9
                                      =====    =====    =====

                               22
<PAGE>
Note 4 - Concentrations of Risk:

Financial instruments which potentially expose Arvin to
concentrations of credit risk consist primarily of trade accounts
receivable.  The Company's customer base includes most
significant automotive manufacturers and a large number of well
known jobbers, distributors, and installers of automotive
replacement parts in North America and Europe.  Arvin generally
does not require collateral and the majority of its trade
receivables are unsecured.  Although the Company is directly
affected by the financial well-being of the automotive industry,
management does not believe significant credit risk existed at
December 28, 1997.

The Company relies on several key vendors to supply its primary
raw material needs for each of its markets.  Although there are a
limited number of manufacturers in each market capable of
supplying these needs, the Company believes that other suppliers
could provide for Arvin's needs on comparable terms.  Abrupt
changes in the supply flow could, however, cause a delay in
manufacturing and a possible inability to meet sales commitments
on schedule or a possible loss of sales, which would affect
operating results adversely.


Note 5 - Borrowings:

At fiscal year-end, long-term debt consisted of:

                                            1997       1996
                                            ------     ------
7.94% notes due 2005                     $    50.0  $    50.0
6-7/8% notes due 2001                         75.0       74.9
9.8% - 9.98% medium-term notes due 1998       45.0       45.0
10% medium-term notes due 2000                49.8       49.8
9-1/8% sinking fund debentures due 2017        ---       28.4
10-3/8% Euro-Sterling Notes due 2018          38.0       43.2
Other                                         17.7        9.2
Less: Current maturities                     (53.2)      (6.5)
                                             -----      -----
                                         $   222.3  $   294.0
                                             =====      =====

Maturities of long-term debt for fiscal 1998 through 2002 are
$51.1, $7.0, $57.6, $82.7 and $8.1 million, respectively.

The Company may borrow up to $100 million under its multi-
currency credit facility agreement, which matures on August 27,
2002.  At December 28, 1997 there were no borrowings under this
facility.  In addition, Arvin has uncommitted credit facilities
totaling $305.4 million with various domestic and foreign banks.
At December 28, 1997, borrowings under these facilities totaled
$2.4 million.

The weighted average interest rates on short-term borrowings at
December 28, 1997 and at December 29, 1996 were 7.9 percent and
5.6 percent, respectively.

On January 28, 1997, Arvin Capital I, a wholly owned subsidiary
trust of Arvin, issued $100 million 9.5 percent Company-Obligated
Mandatorily Redeemable Preferred Capital Securities of Subsidiary
Trust Holding Solely Subordinated Debentures of the Company
("Capital Securities") due February 1, 2027, callable in 10
years.  The Capital Securities were issued at a $1.1 million
discount, which is being amortized over 30 years.  The proceeds
of the Capital Securities were invested entirely in 9.5 percent
junior subordinated debentures of Arvin.  The subordinated
debentures are the sole assets of the subsidiary trust  The
subordinated debentures and related indenture, the trust
agreement for the subsidiary trust and Arvin's related guarantee
together constitute a full and unconditional guarantee by Arvin
of the subsidiary trust's obligations under the Capital
Securities.
                               23
<PAGE>
Graphic Table - Bar-graph indicating total debt (including
Capital Securities) for the following years, in millions:

   1997    $376.8
   1996    $346.6
   1995    $402.3


Note 6 - Financial Instruments and Risk Management:

The Company uses financial derivatives to manage its global
foreign exchange and interest rate exposure.  Forward exchange
contracts and cross-currency options serve primarily to protect
the functional currency value of non-functional currency
positions and anticipated transactions of the Company and its
foreign subsidiaries.  Interest rate swaps and options are used
principally to manage the Company's floating rate exposure and to
hedge anticipated debt issuance transactions.  Arvin uses the
designation method to qualify foreign currency and interest rate
derivative transactions for hedge accounting treatment.  The
Company does not hold or issue derivative financial instruments
for trading purposes or use leveraged derivatives in its
financial risk management program.

Gains and losses on foreign currency hedges of existing assets
and liabilities are included in the carrying amounts of those
assets and liabilities and are recognized in income on a current
basis, while gains and losses on anticipated debt issuance
transactions are deferred and amortized as an adjustment to
interest expense.  Gains and losses on derivative transactions
affecting anticipated foreign currency cash flows are also
recognized in income on a current basis.  Gains and losses on
interest rate swap and option agreements, which qualify as hedges
of existing liabilities, are deferred and are recognized as an
adjustment to interest expense as realized over the lives of the
agreements.

The notional amounts of interest rate swaps serve as the basis
for the cash flows from the swaps, but do not represent the
Company's exposure through its use of these instruments.  The
Company is exposed to credit losses in the event of
nonperformance (which is not anticipated) by the counterparties
to the agreements.  Forward agreements are subject to the
creditworthiness of the counterparties, which are principally
large banks.

Interest Rate Risk Management:  The Company had one interest rate
swap agreement outstanding and owned two put options on 5-year
U.S. Treasury Notes at December 28, 1997.  Each of the three
transactions involved a notional amount of $25 million.  Under
the terms of the interest rate swap, Arvin receives a fixed rate
of 6.75 percent for three years and pays a LIBOR-based floating
rate which resets every six months.  The swap agreement
effectively changes long-term debt of the Company from a fixed
rate to a floating rate of interest.

Under the terms of each put option contract, Arvin owns the right
to sell $25 million 5-year U.S. Treasury Notes to its
counterparty on the option expiration date in March 1998 at an
average strike price which equates to the yield on the underlying
Notes.  The underlying Notes are the most recently issued 5-year
U.S. Treasury Notes as of the option expiration date.  The
options were purchased in September 1997 to hedge the expected
future issuance of fixed rate debt.

Foreign Exchange Risk Management:  At year-end 1997 and 1996, the
Company had forward exchange contracts totaling $184.7 and $126.8
million, respectively, to hedge certain financial and operating
transactions denominated in currencies other than various
functional currencies.  The full amount of the forward contracts
at year-end 1997 and 1996 hedged existing non-functional currency
denominated assets and liabilities.  Although the Company used
forward contracts during 1997 and 1996 to hedge anticipated non-
functional currency denominated transactions, there were none
outstanding at either year-end.  The forward exchange contracts
are principally in the major European and North American
currencies, and are usually for a term not exceeding one year.
                               24
<PAGE>
During 1997 and in prior years, the Company also used foreign
exchange options to reduce the Company's exposure to changes in
exchange rates.  These option contracts were principally in the
major European currencies, and were written for a term of less
than one year.  There were no such option contracts outstanding
at year-end 1997 or 1996.

Fair Value of Financial Instruments:  At December 28, 1997 the
fair value of long-term debt, including that due within one year,
approximated $292.4 million.  The carrying value at that date was
$275.5 million.  The fair and carrying values of the Capital
Securities were $117.7 and $98.9 million, respectively.  At year-
end 1996 the fair and carrying values of long term debt,
including that due within one year, were $318.6 and $300.5
million, respectively.  The fair value of debt was estimated for
both years using quoted market prices and discounted cash flow
analyses, based on the Company's incremental borrowing rates for
similar types of lending arrangements.

The fair value and accrued liability of financial derivatives at
year-end 1996 and 1997 were not material.  Fair value of interest
rate and foreign exchange contracts generally reflects the
estimated amounts the Company would have received (paid) had the
contract been terminated on the reporting date.


Note 7 - Commitments and Contingencies:

The Company and its consolidated subsidiaries are defending
various environmental claims and legal actions that arise in the
normal course of business or from previously owned businesses.
Where reasonable estimates of environmental liabilities are
possible, Arvin has provided for the undiscounted costs of study,
cleanup, remediation, and certain other costs, taking into
account, as applicable, available information regarding site
conditions, potential cleanup methods and the extent to which
other parties can be expected to bear those costs.  Management
regularly reviews pending environmental and legal proceedings
with its legal counsel and adjusts its accruals to reflect the
current best estimate of its exposure.  Where no best estimate is
determinable, the Company has accrued for the minimum amount of
the most probable range of its liability.  Given the inherent
uncertainties in evaluating legal and environmental exposures,
actual costs to be incurred in future periods may vary from the
currently recorded estimates.  At year end 1997 and 1996,
respectively, the Company had accrued $15.2 and $14.1 million for
environmental remediation costs and $7.9 and $3.3 million for its
estimated liability related to pending legal matters.  Arvin
expects that any sum it may be required to pay in connection with
legal and environmental matters in excess of the amounts recorded
will not have a material adverse effect on its results of
operations, cash flows or financial condition.

Certain of Arvin's manufacturing plants, warehouses and offices
are leased facilities.  The Company also leases manufacturing and
office equipment.  Future minimum lease payments on operating
leases are $12.1 million in 1998, $12.2 million in 1999, $11.2
million in 2000, $9.5 million in 2001, $6.6 million in 2002 and
$18.0 million thereafter.  Net rental expense under these leases
in 1997, 1996 and 1995 was $16.8, $15.5 and $15.4 million,
respectively.


Note 8 - Special Charges and Credits:

Special charges for 1997 of $6.2 million include a  $1.5 million
charge related to the early redemption of Arvin's 9 1/8 percent
sinking fund debentures and $4.7 million of additions to legal
and environmental reserves for operations previously owned by the
Company's Maremont subsidiary.
                               25
<PAGE>
Special charges and credits, net for 1996 of $5.0 million include
$2.6 million to reserve for future lease commitments at abandoned
or under-utilized properties, $1.2 million for contract
termination costs, $1.7 million for the net additions to legal
and environmental reserves for operations previously owned by the
Company's Maremont subsidiary, and a special credit of $2.0
million, which resulted from insurance settlements.  In addition,
Arvin recorded a special charge of $1.5 million related to the
early redemption of its 7.5 percent convertible subordinated
debentures.

During 1995, based upon a judgment entered against an Arvin
subsidiary and assessments by legal counsel of other pending
legal matters, the Company added $13.7 million to its litigation
reserves.  The 1995 results also include a special credit of $3.2
million as a result of an insurance settlement.
                               26
<PAGE>
Note 9 - Income Taxes:

Earnings from continuing operations before income taxes were as
follows:

                            1997     1996     1995
                            -----    -----    -----

United States            $   31.2 $   23.8 $   (8.9)
International                66.7     40.3     38.3
                            -----    -----    -----
                         $   97.9 $   64.1 $   29.4
                            =====    =====    =====

The provision for income taxes was as follows:
                                      1997     1996      1995
                                     -----     -----    -----
Current tax expense:
  Federal                          $    8.6 $    6.9  $    (.3)
  State                                 3.0      2.3       1.2
  International                        22.5     15.8      17.1

Deferred tax expense:
  Federal                                .2     (3.0)     (5.6)
  State                                 ---     (1.8)      (.6)
  International                         (.1)     (.5)      (.6)
                                     -----     -----    -----
Continuing operations provision    $   34.2 $   19.7  $   11.2
                                      =====    =====     =====

The provision for income taxes was different from the U.S.
federal statutory rate applied to earnings from continuing
operations before income taxes, and is reconciled as follows:
                                       1997      1996       1995
                                       -----     -----     -----
Statutory rate                         35.0%     35.0%     35.0%

State and local income taxes, net       2.0       1.0       2.8
International tax rate difference      (1.6)     (1.1)      1.0
Amortization of goodwill                1.8       2.8       5.2
Foreign tax credit utilization, net     (.5)      (.4)     (3.3)
Other items, net                        (.5)      (.3)     (2.7)
                                       -----     -----     -----
     Subtotal                          36.2      37.0      38.0
Capital loss carryforward
 utilization                           (1.3)     (6.3)       --
                                       -----     -----     -----
Effective tax rate                     34.9%     30.7%     38.0%
                                       =====     =====     =====
                               27
<PAGE>
Deferred tax assets (liabilities) are comprised of the following
at fiscal year-end:

                                                  1997       1996
                                                  ------    ------
Gross deferred tax assets:
  Accrued employee benefits                    $    25.0 $    19.2
  Inventory and receivables reserves                19.3      17.7
  Environmental and other legal reserves             8.7       7.6
  Other                                             12.3       5.6
  Net losses and tax credit carryforward            28.3      21.8
  Valuation allowance for deferred tax assets      (13.0)    (16.0)
                                                  ------    ------
     Deferred tax assets, net of
      valuation allowance                           80.6      55.9
                                                  ------    ------
Gross deferred tax liabilities:
  Depreciation                                     (34.5)    (29.9)
  Pension                                           ( .6)     (1.5)
                                                  ------    ------
     Gross deferred tax liabilities                (35.1)    (31.4)
                                                  ------    ------
        Net deferred tax assets                $    45.5 $    24.5
                                                  ======    ======
During 1997, the valuation allowance for deferred tax assets
decreased by $3.0 million.  The decrease was caused principally
by a capital loss carryforward utilized in connection with the
gain on sale of capital assets.

Net operating loss, capital loss, and tax credit carryforwards
available in various tax jurisdictions at December 28, 1997
expire in the tax effected amounts of $3.4, $2.8, $9.1, $4.7,
$3.0 and $5.3 million for the years 1998 through 2002 and beyond,
respectively.

Graphic Table - Bar-graph indicating the effective tax rate for
the following years:
   1997 (1)    36.2%
   1996 (1)    37.0%
   1995        38.0%
(1) Effective tax rate prior to capital loss carryforward
utilization.

Realization of deferred tax assets is dependent upon taxable
income within the carryback and carryforward periods available
under the tax laws. Although realization of deferred tax assets
in excess of deferred tax liabilities is not certain, management
has concluded that it is more likely than not that Arvin will
realize the full benefit of U.S. deferred tax assets, except for
approximately $3.2 million of capital loss carryforward.  While
in the aggregate, Arvin's non-U.S. subsidiaries have generated
cumulative taxable income over the last three years, certain non-
U.S. subsidiaries are in net operating loss carryforward
positions.  There is currently insufficient evidence to
substantiate recognition of net deferred tax assets in the
financial statements for certain of those non-U.S. subsidiaries
in a net operating loss carryforward position.  Accordingly, a
valuation allowance of $9.8 million has been recorded.  It is
reasonably possible that sufficient positive evidence could be
generated in the near term at one or more of these non-U.S.
subsidiaries to support a reduction in the valuation allowance.
Increases in the valuation allowance at the Company's non-U.S.
subsidiaries were $5.8, $2.0, and $2.4 million and reductions of
valuation allowances were $4.3, $4.0, and $1.5 million for 1997,
1996, and 1995, respectively.

At year-end 1997, consolidated retained earnings included
undistributed earnings of non-U.S. subsidiaries of approximately
$172.7 million.  These earnings are permanently invested and are
not considered available for distribution to the parent company
or will be remitted substantially free of additional U.S. income
taxes.  Accordingly, no provision has been made for income taxes
that may be payable upon remittance of such earnings.
                               28
<PAGE>
Note 10 - Pension Plans:

Substantially all of Arvin's employees in the U.S. are covered by
non-contributory trusteed pension plans.  Employees of certain of
the Company's international operations are covered by either
contributory or non-contributory trusteed pension plans.
Benefits are based on, in the case of certain plans, final
average salary and years of service and, in the case of other
plans, a fixed amount for each year of service.  Net periodic
pension costs are determined using the Projected Unit Credit Cost
method.  Arvin's funding policy provides that annual
contributions to the pension trusts will be at least equal to the
minimum amounts required by ERISA in the U.S. and actuarial
recommendations or statutory requirements in other countries.
Net pension expense for these plans consists of the following
components:
                                   1997       1996       1995
                                  ------     ------     ------
Service cost                   $     9.4  $     9.3  $     7.6
Interest cost                       23.2       20.8       20.1
Actual gain on assets              (66.5)     (42.2)     (46.4)
Net amortization and deferral       39.0       16.3       22.7
                                  ------     ------     ------
   Net periodic pension cost   $     5.1  $     4.2  $     4.0
                                  ======     ======     ======

The Company's pension obligations for its United States plans
were projected to, and the assets were valued as of the end of
1997 and 1996.  The plan assets, comprised almost entirely of
high grade stocks and bonds, included 1.4 and 1.3 million shares
of Arvin common stock at year-end 1997 and 1996, respectively.

Assumptions used in determining the projected benefit obligation
for the domestic and international plans are as follows:
                                 1997      1996      1995
                                 -----     -----     -----
United States Plans
--------------------
Discount Rate for Obligations    7.00%     7.25%     7.00%
Expected Return on Plan Assets   9.00%     9.00%     9.00%
Average Salary Increases         4.75%     4.75%     4.75%

International Plans
--------------------
Discount Rate for Obligations    7.00%     8.00%     8.00%
Expected Return on Plan Assets   9.00%     9.00%     9.00%
Average Salary Increases         5.00%     6.00%     6.00%
                               29
<PAGE>
The following table summarizes the funded status of the Company's
pension plans:

                                              1997          1996
                                          -----------    -----------
Benefit obligation
   Vested                                 $   (301.2)   $   (267.1)
   Nonvested                                   (18.4)        (17.3)
                                              -------       -------
Accumulated benefit obligation                (319.6)       (284.4)
Projected impact of future
  salary increases                             (29.3)        (27.1)
                                              -------       -------
Projected benefit obligation                  (348.9)       (311.5)
Plan assets at market value                    383.6         325.2
                                              -------       -------
Funded status                                   34.7          13.7
Unamortized initial asset                       (6.9)         (8.3)
Unrecognized gain                              (38.0)        (12.4)
Unrecognized prior service cost                 13.8          11.8
                                              -------       -------
Prepaid pension cost                      $      3.6   $       4.8
                                              =======       =======


Note 11 - Other Postretirement Benefits:

The Company provides certain retiree health care benefits
covering a majority of U.S. salaried employees.  Employees are
generally eligible for benefits upon retirement and completion of
a specified number of years of credited service.  The plans are
contributory based on years of service, with contributions
adjusted annually.  Arvin generally does not pre-fund these
benefits and has the right to modify or terminate certain of
these plans in the future.

The components of postretirement medical expense are as follows:

                                 1997      1996      1995
                                  ----      ----      ----
Service cost                   $    .9   $   1.0   $    .9
Interest cost                      2.6       2.4       2.7
Other                              (.4)      (.4)      (.3)
                                  ----      ----      ----
Total cost                     $   3.1   $   3.0   $   3.3
                                  ====      ====      ====

The postretirement benefit obligation is comprised of the
following components:

                                             1997     1996
                                              ----     ----
Retirees                                   $  20.2  $  19.0
Fully eligible active plan participants        3.2      2.7
Other active plan participants                14.3     14.2
                                              ----     ----
Total accumulated postretirement
 benefit obligation                           37.7     35.9
Unrecognized net actuarial gains               9.2      9.7
                                              ----     ----
Accrued postretirement
 benefit obligation                        $  46.9  $  45.6
                                              ====     ====

Future benefit costs were estimated assuming a medical inflation
rate of nine percent in 1997 and eight percent in 1998, with the
rate of medical inflation decreasing ratably over the next three
years and then remaining at five percent.  A one percent increase
in this annual trend rate would have increased the accumulated
postretirement benefit obligation at December 28, 1997 by 15.3
percent.  The effect of this change on the aggregate of service
and interest cost for 1997 would be an increase of 18.9 percent.
The weighted average discount rate used to estimate the
accumulated postretirement benefit obligation was 7.0 percent and
7.25 percent at year-end 1997 and 1996, respectively.

                               30
<PAGE>
Certain of Arvin's non-U.S. subsidiaries provide limited non-
pension benefits to retirees in addition to government sponsored
programs.  The cost of these programs is not significant to the
Company.  Most retirees outside the United States are covered by
government sponsored and administered programs.


Note 12 - Employee Stock Plans:

Employee grant awards under the Company's stock benefit plan may
include incentive and non-statutory stock options, stock
appreciation rights, restricted shares and performance shares or
units. The exercise price of each option is not less than the
fair market value of Arvin's common stock on the date of the
grant.  At December 28, 1997 there were 190,011 options available
for grant.  Options granted generally vest one year from grant
date and expire ten years from the grant date.  Summarized stock
option activity was as follows:

                                 1997        1996        1995
                              ----------  ----------  ----------
Options Outstanding at
 beginning of year             2,446,259   2,271,050   2,096,339
Granted                          456,859     401,609     325,450
Exercised                       (639,635)    (56,900)    (65,092)
Expired                         (204,150)   (169,500)    (85,647)
                              ----------  ----------  ----------
Outstanding at year-end        2,059,333   2,446,259   2,271,050
                              ==========  ==========  ==========
Exercisable at year-end        1,564,474   1,944,650   1,795,600
                              ==========  ==========  ==========

Weighted Average Option Prices per share
----------------------------------------
At beginning of year       $24.07    $25.07    $25.77
Granted                     30.94     20.49     18.56
Exercised                   22.01     17.37     16.47
Expired                     30.28     31.07     24.08
Outstanding at year-end     25.62     24.07     25.07
Exercisable at year-end    $23.70    $24.17    $25.48

The weighted average fair value of options granted was $6.90,
$4.73 and $4.02 per share in 1997, 1996, and 1995, respectively.
The fair value of each option was estimated on the date of the
grant using the Black-Scholes option pricing model and the
following weighted average assumptions for grants in 1997, 1996,
and 1995, respectively:  dividend yield of 2.6, 3.7 and 4.1
percent; expected volatility of 30.0, 27.8 and 27.8 percent;
risk-free interest rates of 6.0, 6.4 and 5.7 percent;  and
expected lives of 3.0, 4.4 and 4.4 years.

The Company has elected to follow Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB
25) and related interpretations in accounting for its employee
stock options.  Under APB 25, no compensation expense is recorded
for stock options.  If the Company had used a fair-value method
of accounting for stock-based compensation cost, reported net
income would have been $65.1, $45.3, and $17.2 million in 1997,
1996, and 1995, respectively.   Basic earnings per share would
have been $2.83, $2.02, and $.77 and diluted earnings per share
would have been $2.78, $1.96, and $.77 for 1997, 1996, and 1995,
respectively.  Compensation cost for performance share plans,
which is included in the consolidated statement of operations,
was not material.
                               31
<PAGE>
The following table reflects information about stock options
outstanding at December 28, 1997.


                          Options Outstanding           Options Exercisable
                  ----------------------------------  -----------------------


                                Weighted-   Weighted-               Weighted-
                                 Average     Average                 Average
    Range of        Number     Contractual  Exercise      Number     Exercise
Exercise Prices   Outstanding     Life        Price    Exercisable    Price
----------------  -----------   ----------   --------   ----------  ---------
 $14.00 - $23.99      811,997   6.26 years     $20.36      811,997     $20.36
 $24.00 - $29.99      690,477   5.40 years      26.72      690,477      26.72
 $30.00 - $38.99      556,859   8.85 years      31.93       62,000      33.96

Employee Stock Benefit Trust (the Trust):  In December 1996 Arvin
established the Trust to satisfy future obligations arising under
existing benefit plans, including stock plans, 401(k) plans, and
other employee benefit plans as designated by the Company and to
promote employee ownership in Arvin.  In 1997 the Trust utilized
$16.6 million of the common stock to satisfy those obligations.


Note 13 - Shareholders' Rights Plan:

Arvin enacted a preferred share purchase rights plan pursuant to
a Rights Agreement dated May 29, 1986 ("the Rights Plan.")  The
Rights Plan has been amended twice since 1986 and in 1996 the
term of the Rights Plan was extended to June 13, 2006.

Under the Rights Plan, one preferred share purchase right
("Right") trades with each share of the Company's common stock.
Each Right entitles its holder, until the earlier of June 13,
2006 or the redemption of the Rights, to purchase from the
Company one one-hundredth of a share of Arvin's Series C Junior
Participating Preferred Stock (the "Preferred Stock") at an
exercise price of $90 per one one-hundredth share, subject to
adjustment.  The Rights are redeemable by the Board of Directors
at $.10 per Right at any time prior to the acquisition by a
person or group of beneficial ownership of 20 percent or more of
the Company's common stock.  The right to exercise the Rights
terminates at the time the Board elects to redeem them.  At no
time do the Rights have any voting rights.

The Rights are not exercisable or transferable apart from the
Company's common stock until the earlier of (i) ten days
following a public announcement that a person or group has
acquired beneficial ownership of 20 percent or more of the
outstanding common stock or (ii) ten business days after
commencement, or announcement of an intention to make a tender
offer or exchange offer, which would result in a person or group
beneficially owning 20 percent or more of the outstanding common
stock.  When exercisable, the holder of the Right (other than the
person or group acquiring or attempting to acquire beneficial
ownership of 20 percent or more of the Company's common stock)
has the right to purchase, at the current exercise price of the
Right, a number of shares of the Company's common stock having a
market value equal to twice the current exercise price of the
Right.  If 20 percent or more (but less than 50 percent) of the
common stock is acquired by a person or group, the Board of
Directors may exchange each Right for one share of common stock.

The Rights have certain anti-takeover effects and may cause
substantial dilution to a person or group that attempts to
acquire the Company on terms not approved by the Board.  The 20
percent acquisition threshold can be reduced to 10 percent by the
Board.
                               32
<PAGE>
Note 14 - Business Segments:

Arvin is engaged in the manufacture and sale of automotive parts
and other products and services, primarily in the United States
and Europe.
                                                1997        1996        1995
                                              --------    --------    --------
Net Sales:
  Automotive Original Equipment             $  1,622.1  $  1,549.5  $  1,337.2
  Automotive Replacement                         726.9       663.2       629.2
                                              --------    --------    --------
    Total net sales                         $  2,349.0  $  2,212.7  $  1,966.4


Operating Income from Continuing
Operations:
  Automotive Original Equipment             $     92.5  $     71.6  $     67.8
  Automotive Replacement                          74.7        48.5        31.7
                                              --------    --------    --------
    Operating income by segment                  167.2       120.1        99.5
Less:
  Expenses unrelated to segments, net              9.7        10.4        15.4
  Capital transactions unrelated to                1.1       (10.8)        ---
segments
  Corporate general and administrative            19.0        17.6        12.2
  Interest expense                                39.5        38.8        42.5
                                              --------    --------    --------
    Earnings from continuing operations
      before income taxes                   $     97.9  $     64.1  $     29.4
                                              ========    ========    ========
Identifiable assets:
    Automotive Original Equipment           $    849.1  $    799.8  $    711.4
    Automotive Replacement                       396.7       349.8       326.7
                                              --------    --------    --------
      Total identifiable assets                1,245.8     1,149.6     1,038.1
    General Corporate (1)                        201.3       158.2       180.5
                                              --------    --------    --------
      Total assets                          $  1,447.1  $  1,307.8  $  1,218.6
                                              ========    ========    ========

Depreciation and amortization:
    Automotive Original Equipment           $     65.1  $     61.9  $     53.0
    Automotive Replacement                        19.8        17.2        19.1
    General Corporate and Discontinued
     Operations                                     .7          .6         2.8
                                              --------    --------    --------
      Total depreciation and amortization   $     85.6  $     79.7  $     74.9
                                              ========    ========    ========

Additions to property, plant and
equipment:
    Automotive Original Equipment           $     84.5  $     66.1  $     79.3
    Automotive Replacement                        11.8        11.8        19.2
    General Corporate and Discontinued
     Operations                                     .6         1.2         2.0
                                              --------    --------    --------
      Total capital additions               $     96.9  $     79.1  $    100.5
                                              ========    ========    ========
1  Consists primarily of cash and cash equivalents, prepaid
expenses and non-current assets.

Graphic Table - Bar-graph indicating sales in the United States,
Europe and Other, respectively, for the following years, in
millions:
   1997    $1,263.7, $844.6 and $240.7
   1996    $1,233.1, $759.9 and $219.7
   1995    $1,129.4, $635.0 and $202.0

Sales exported out of the United States and sales between
business segments (affiliated customers) were not significant and
are thus not separately reported.  Information on the Company's
geographic areas is as follows:
                               33
<PAGE>
                                      1997          1996         1995
                                      -------      -------      -------
Net sales:
  United States                   $   1,263.7  $   1,233.1  $   1,129.4
  Europe                                844.6        759.9        635.0
  Other                                 240.7        219.7        202.0
                                      -------      -------      -------
     Total net sales              $   2,349.0  $   2,212.7  $   1,966.4
                                      =======      =======      =======

Operating Income:
  United States                   $      83.0  $      50.0  $      44.6
  Europe                                 56.1         50.5         39.8
  Other                                  28.1         19.6         15.1
                                      -------      -------      -------
     Total operating income       $     167.2  $     120.1  $      99.5
                                      =======      =======      =======

Identifiable assets:
  United States                   $     579.9  $     561.5  $     506.8
  Europe                                591.4        528.8        470.8
  Other                                  74.5         59.3         60.5
                                      -------      -------      -------
    Total identifiable assets     $   1,245.8  $   1,149.6  $   1,038.1
                                      =======      =======      =======


Sales to three customers, primarily in the Automotive Original
Equipment segment, exceeded 10 percent of total net sales in
1997, 1996 or 1995.  Sales to those customers were as follows:

                      1997              1996               1995
                ---------------    ---------------    --------------
                            % of               % of             % of
                   Amount  Sales    Amount    Sales   Amount   Sales
                --------   -----   --------   -----  --------  -----

Customer one    $  432.1    18.4% $  423.1    19.1%  $ 379.4    19.3%
Customer two       295.8    12.6%    286.8    13.0%    243.3    12.4%
Customer three     217.9     9.3%    226.2    10.2%    179.3     9.1%
                   -----    -----    -----    -----    -----    -----
                $  945.8    40.3% $  936.1    42.3%  $ 802.0    40.8%
                   =====    =====    =====    =====    =====    =====

                               34
<PAGE>
                Report of Independent Accountants



To the Shareholders and
Board of Directors of
Arvin Industries, Inc.



In  our  opinion,  the   accompanying   consolidated   statements
listed    in    the    accompanying    index    present   fairly,
in  all  material  respects,  the  financial  position  of  Arvin
Industries,  Inc. and its subsidiaries at December 28,  1997  and
December 29, 1996, and the results of their operations and  their
cash  flows  for  each  of the three years in  the  period  ended
December   28,   1997  in  conformity  with  generally   accepted
accounting  principles.  These  financial  statements   are   the
responsibility of the Company's management; our responsibility is
to  express an opinion on these financial statements based on our
audits.    We  conducted  our  audits  of  these  statements   in
accordance  with  generally  accepted  auditing  standards  which
require  that we plan and perform the audit to obtain  reasonable
assurance  about  whether the financial statements  are  free  of
material  misstatement.  An audit includes examining, on  a  test
basis,  evidence  supporting the amounts and disclosures  in  the
financial  statements, assessing the accounting  principles  used
and  significant estimates made by management, and evaluating the
overall  financial statement presentation.  We believe  that  our
audits  provide  a  reasonable basis for  the  opinion  expressed
above.






Price Waterhouse LLP
Indianapolis, Indiana
January 24, 1998
                               35
<PAGE>

Arvin Industries, Inc.
Schedule II
Valuation and Qualifying Accounts
(Dollars in millions)
<TABLE>
<CAPTION>
                                   Balance at Additions  Charged to    Deductions Balance at
                                   Beginning  Charged to   Other          from      End of
 Description                        of Year     Income    Accounts      Reserves     Year
------------                        -------     ------   ---------      --------  ---------

Year ended December 28, 1997
-----------------------------
<S>                                  <C>        <C>       <C>            <C>        <C>
Allowance for doubtful accounts    $  6.7     $   .5    $    .8 (6)(1) $  2.4 (2) $  5.6
Accumulated amortization of
  goodwill                         $ 32.3     $  5.9    $  (1.7)(1)    $   --     $ 36.5
Valuation allowance for deferred
  tax assets                       $ 16.0     $   --    $   5.7 (6)(1) $  8.7 (5) $ 13.0

Year ended December 29, 1996
-----------------------------
Allowance for doubtful accounts    $  4.2     $  5.5    $    .1 (1)    $  3.1 (2) $  6.7
Accumulated amortization of
  goodwill                         $ 31.3     $  5.1    $   1.6 (1)    $  2.5 (4) $ 32.3
Valuation allowance for deferred
  tax assets                       $ 21.8     $  2.0    $    --        $  7.8 (5) $ 16.0

Year ended December 31, 1995
-----------------------------
Allowance for doubtful accounts    $  3.8     $  2.5    $    .1 (1)    $  2.2 (2) $  4.2
Accumulated amortization of
  goodwill                         $ 26.6     $  4.7    $    --        $   --     $ 31.3
Valuation allowance for deferred
  tax assets                       $  9.5     $ 13.8    $    --        $  1.5     $ 21.8

<FN>
                      (1)  Includes translation adjustment.
  (2)  Includes accounts charged off, net of recoveries and
                              reclassification of reserves.
        (3)  Includes fully amortized goodwill written off.
                           (4)  Includes reclassifications.
           (5)  Principally the utilization of capital loss
                                             carryforwards.
                               (6)  Result of acquisitions.
</TABLE>
                               36
<PAGE>
<TABLE>
             QUARTERLY FINANCIAL DATA (UNAUDITED)
  (Dollars in millions, except per share amounts)
 <CAPTION>
                       1st Quarter     2nd Quarter    3rd Quarter    4th Quarter
                       ------------    ------------   ------------   ------------


                         1997    1996  1997     1996  1997    1996     1997    1996
                        -----   -----  -----   -----  -----   -----   -----   -----
<S>                   <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
Net sales             $ 564.0 $ 511.6 $ 632.5 $ 583.3 $ 554.0 $ 557.1 $ 598.5 $ 560.7

Gross profit             72.7    61.6    93.3    78.6    80.3    70.9    87.8    61.4

Earnings
---------
Continuing operations    13.0     5.9    21.1    14.1    13.6     8.3    17.3    18.8
Net                      13.0     5.9    21.1    14.1    15.2     8.3    17.3    18.8

Earnings per
 common share

Basic:
------
Continuing operations $   .57 $   .26 $  .92  $  .63  $ .59   $ .37   $ .74   $ .83
Net                       .57     .26    .92     .63    .66     .37     .74     .83

Diluted:
--------
Continuing operations     .57     .26    .91     .60    .58     .37     .72     .80
Net                       .57     .26    .91     .60    .65     .37     .72     .80


<FN>
Note 1:  First quarter 1997 earnings from continuing operations includes $2.2
         million for net gain on capital transactions.  Earnings from continuing
         operations for 1997 also includes special charges and credits, net of
         $1.5, $1.5 and $3.2 million in quarters two, three and four,
         respectively.
Note 2:  Earnings from continuing operations for the fourth quarter 1996 includes
         $10.8 million for net gain on capital transactions.  Earnings from
         continuing operations for 1996 also includes special charges and
         credits, net of $.3, ($.7), $6.2 and ($.8) million in quarters one, two,
         three and four, respectively.
</TABLE>

Item 9. Changes in and Disagreements with Accountants
         on Accounting and Financial Disclosure
        ---------------------------------------------

None.
                               37
<PAGE>

                            Part III

Item 10. Directors and Executive Officers of the Registrant
         --------------------------------------------------

Information regarding Directors of the Registrant is contained in
the definitive proxy statement of the Registrant for the Annual
Meeting of Shareholders to be held April 16, 1998, under the
captions "Election of Directors" and "Compliance with Forms 3, 4
and 5 Reporting Requirements", and is incorporated herein by
reference.

Item 11. Executive Compensation
         ----------------------

This information is contained in the definitive proxy statement
of the Registrant for the Annual Meeting of Shareholders to be
held April 16, 1998 under the caption "Executive Compensation"
(exclusive of the portion under the subcaption "Report of the
Human Resources Committee on Executive Compensation") and is
incorporated herein by reference.


Item 12. Security Ownership of Certain
          Beneficial Owners and Management
         ---------------------------------

This information is contained in the definitive proxy statement
of the Registrant for the Annual Meeting of Shareholders to be
held April 16, 1998 under the captions "Certain Beneficial
Owners" and "Election of Directors" and is incorporated herein by
reference.

Item 13. Certain Relationships and Related Transactions
         ----------------------------------------------

None

                             Part IV

Item 14. Exhibits, Financial Statement Schedules
          and Reports on Form 8-K
         ---------------------------------------

(a) (1) Financial Statements
The following financial statements are filed as part of this
report   See index to Consolidated Financial Statements in Item
8.

    Consolidated Statement of Operations for each of the
       three years in the period ended December 28, 1997

    Consolidated Statement of Financial Condition at
       December 28, 1997 and December 29, 1996

    Consolidated Statement of Shareholders' Equity for each
       of the three years in the period ended December 28, 1997

    Consolidated Statement of Cash Flows for each of the
       three years in the period ended December 28, 1997

    Notes to Consolidated Financial Statements

    Report of Independent Accountants

                               38
<PAGE>
 (a)  (2) Financial Statement Schedules

Financial Statement Schedules:
    For each of the three years in the period ended December
28,1997
        II  Valuation and Qualifying Accounts

The registrant's Consolidated Financial Statement schedules are
included in Item 8 herein.

 (a)  (3) Exhibits

The exhibits filed as a part of this Annual Report on Form 10-K
are:

Exhibit                                    Incorporated Herein By
Number   Exhibit                           Reference as Filed With
-------  -------------------------------   --------------------------
 3(A)    Amended and Restated Articles of  1990 Form 10-K as Exhibit
         Incorporation and Amendments      3(A)
         Thereto

 3(B)    Amended and Restated By-Laws      Form 8-K dated May 10, 1996
                                           as Exhibit 3(ii)

Instruments defining the Rights of Security-Holders, including
Indentures:
Pursuant to Item 601 (b)(4)(iii)(A) of Regulation S-K, the
registrant is not filing certain documents because the total
amount of debt securities authorized under each such document
does not exceed 10 percent of the total assets of the registrant
and its subsidiaries on a consolidated basis.  The registrant
agrees to furnish a copy of each such document to the Commission
upon request.

 4(A)    Indenture dated as of March 1,    Registration Statement No.33-
         1987 relating to $200 million     10941 as Exhibit 4
         aggregate principal amount debt
         securities

 4(B)    Indenture dated July 3, 1990      Registration Statement No.33-
         relating to Debt Securities of    34818 as Exhibit 4(a)
         Arvin Overseas Finance B.V.,
         unconditionally guaranteed by
         Arvin
         Industries, Inc.

 4c      Indenture dated July 3, 1990      Registration Statement No.33-
         relating to Senior Debt           53087 as Exhibit 4-4
         Securities.

 4(D)    Rights Agreement, as amended      Form 8-K dated May 10, 1996
                                           Form 8-K dated June 16, 1986
                                           Form 8-K dated February 28,
                                           1989
                                           Form 10-Q for the third
                                           quarter ended 10-2-94 as
                                           Exhibit 4

 4(E)    Amended and Restated Declaration  Form 8-K dated February 10,
         of Trust dated as of January 28,  1997 as Exhibit 4.3
         1997 relating to 9.5 percent
         Capital Securities of Arvin
         Capital I, guaranteed by Arvin
         Industries, Inc.

 4(F)    Indenture dated as of January     Registration Statement No.
         28, 1997 relating to 9.5 percent  333-18521 as Exhibit 4.4
         Junior Subordinated Deferrable
         Interest Debentures due 2027,
         held by Arvin Capital I

                               39
<PAGE>

 4(G)    First Supplemental Indenture      Form 8-K dated February 10,
         dated as of January 28, 1997      1997 as Exhibit 4.5
         relating to 9.5 percent Junior
         Subordinated Deferrable Interest
         Debentures due 2027, held by
         Arvin Capital I

 4(H)    Capital Securities Guarantee      Registration Statement No.
         Agreement dated as of January     333-18521 as Exhibit 4.7
         28, 1997 relating to the 9.5
         percent Capital Securities of
         Arvin Capital I, guaranteed by
         Arvin Industries, Inc.

10(A) *  1978 Stock Option Plan for        1980 Form 10-K as Exhibit
         Officers and Key                  10(A)
         Employees
         -Amendments                       1982 Form 10-K as Exhibit
                                           10(A),  Form 10-Q for the
                                           first quarter ended 4-1-84
                                           as Exhibit 10(A), Form 10-Q
                                           for the first quarter ended
                                           4-5-87 as Exhibit 10(A)

10(B) *  Management Incentive Plans        filed herewith as Exhibit
                                           10(B)

10(C) *  Employment Agreement with Byron   Form 10-Q for the third
         O. Pond                           quarter ended 10-4-93 as
         dated October 31, 1993            Exhibit 10(F)

10(D) *  Unfunded Deferred Compensation    1982 Form 10-K as Exhibit
         Plan for                          10(D)
         Directors

10(E) *  1988 Arvin Industries, Inc.       1991 Form 10-K as Exhibit
         Stock Benefit Plan                10(E)
         -Amendments                       Form 10-Q/A for the quarter
                                           ended July 4, 1993 as
                                           Exhibit 10(E)

10(F)    Employee Stock Benefit Trust      Form 8-K dated January 20,
         effective as of December 20,      1997 as Exhibit 99.1
         1996 relating to The Arvin
         Industries, Inc. Employee Stock
         Benefit Trust

10(G)    Common Stock Purchase Agreement   Form 8-K dated January 20,
         dated December 20, 1996 relating  1997 as Exhibit 99.2
         to The Arvin Industries, Inc.
         Employee Stock Benefit Trust

10(H)*   Deferred Compensation Plan,       filed herewith as Exhibit
         amended and restated effective    10(H)
         January 1, 1997

10(I)*   Form of Change of Control         filed herewith as Exhibit
         Agreement                         10(I)

11       Computation of Earnings Per       filed herewith as Exhibit 11
         Share

12       Computation of Ratios             filed herewith as Exhibit 12

21       Subsidiaries of the Registrant    filed herewith as Exhibit 21

23(A)    Consent of Independent            filed herewith as Exhibit
         Accountants                       23(A)

23(B)    Consent of Independent            filed herewith as Exhibit
         Accountants                       23(B)

27       Financial Data Schedule           filed herewith as Exhibit 27

*    This exhibit is a management contract or compensatory plan
  or arrangement.
                               40
<PAGE>

(b) Reports on Form 8-K

None.
                               41
<PAGE>








                           Signatures



Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
the report to be signed on its behalf by the undersigned,
thereunto duly authorized.





                         Arvin Industries, Inc.




                     by: /s/ R. A. Smith
                         _____________________________________
                         R. A. Smith
                         Vice President-Finance & Chief
                          Financial Officer




                     by: /s/ W. M. Lowe, Jr.
                         ____________________________________
                         W. M. Lowe, Jr.
                         Controller & Chief Accounting Officer



Date:  March 13, 1998


                               42
                             <PAGE>

The signatures that follow constitute a majority of the Board of
Directors of the Registrant.

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 in the capacities and on the dates
indicated.

/s/ B. O. Pond                               March 12, 1998
-------------------------------              --------------
B. O. Pond
Chairman of the Board of
Directors
and Chief Executive Officer

/s/ J. K. Baker                              March 12, 1998
-------------------------------              --------------
J. K. Baker
Vice-Chairman of the Board of
Directors

/s/ V. W. Hunt                               March 12, 1998
-------------------------------              --------------
V. W. Hunt
President, Chief Operating
Officer and Director

/s/ R. A. Smith                              March 12, 1998
-------------------------------              --------------
R. A. Smith
Vice President-Finance, Chief
Financial Officer
and Director

/s/ I. W. Gorr                               March 12, 1998
-------------------------------              --------------
I. W. Gorr
Director

/s/ F. R. Meyer                              March 12, 1998
-------------------------------              --------------
F. R. Meyer
Director

/s/ A. R. Velasquez                         March 12, 1998
-------------------------------              --------------
A. R. Velasquez
Director

/s/ J. P. Allen                              March 12, 1998
-------------------------------              --------------
J. P. Allen
Director

/s/ S. C. Beering                            March 12, 1998
-------------------------------              --------------
S. C. Beering
Director

/s/ J. P. Flannery                           March 12, 1998
-------------------------------              --------------
J. P. Flannery
Director

/s/ William D. George, Jr.                   March 12, 1998
-------------------------------              --------------
William D. George, Jr.
Director

/s/ R. W. Hanselman                          March 12, 1998
-------------------------------              --------------
R. W. Hanselman
Director

/s/ D. J. Kacek                              March 12, 1998
-------------------------------              --------------
D. J. Kacek
Director
                               43
<PAGE>