<PAGE>   1
 
   As filed with the Securities and Exchange Commission on September 11, 1997
                                                         Registration No.
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549
                               ------------------
                                    FORM S-8
 
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------
                            MERITOR AUTOMOTIVE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
           <S>                                                      <C>
                   Delaware                                            38-3354643
                   --------                                            ----------
            (STATE OR OTHER JURISDICTION OF                            (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                                 IDENTIFICATION NO.)
 
               2135 West Maple Road                                         48084-7186
                  Troy, Michigan                                            (ZIP CODE)
          (ADDRESS OF PRINCIPAL EXECUTIVE
                     OFFICES)
</TABLE>
 
                               ------------------
            MERITOR AUTOMOTIVE, INC. 1997 LONG-TERM INCENTIVES PLAN
                            (FULL TITLE OF THE PLAN)
                               ------------------

                           DAVID W. GREENFIELD, Esq.
              Senior Vice President, General Counsel and Secretary
                            Meritor Automotive, Inc.
                              2135 West Maple Road
                           Troy, Michigan 48084-7186
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
 
                                 (248) 435-1000
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                               ------------------
                                    Copy to:
 
                             PETER R. KOLYER, Esq.
                             Chadbourne & Parke LLP
                              30 Rockefeller Plaza
                            New York, New York 10112
                                 (212) 408-5100
                               ------------------

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                            PROPOSED
                                                            PROPOSED         MAXIMUM
                                            AMOUNT          MAXIMUM         AGGREGATE      AMOUNT OF
         TITLE OF SECURITIES                TO BE        OFFERING PRICE  OFFERING PRICE  REGISTRATION
           TO BE REGISTERED               REGISTERED     PER SHARE (1)         (1)            FEE
  <S>                                   <C>               <C>             <C>              <C>
------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1 per share
  (including the associated Preferred
  Share Purchase Rights) (the Common
  Stock)..............................  7,000,000 shares      $9.07        $63,490,000      $19,240

</TABLE>
================================================================================
 
     (1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
Securities Act), based on (a) the book value as of June 30, 1997 of the assets
to be received by the Registrant in the initial transaction in which the
Registrant's securities registered under the Securities Exchange Act of 1934, as
amended (the Exchange Act), pursuant to the Registrant's Registration Statement
on Form 10, as amended (File No. 1-13093), will be issued, divided by (b) the
number of shares of Common Stock estimated to be outstanding after such initial
issuance.
================================================================================
<PAGE>   2
 
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
     The following document, which has been filed with the Securities and
Exchange Commission (the Commission), is incorporated herein by reference and
made a part hereof:
 
     Registration Statement on Form 10, as amended, pursuant to Section 12(b) of
     the Exchange Act, filed by Meritor Automotive, Inc. (the Company) in File
     No. 1-13093 (the Form 10). The description of the Company's Common Stock is
     contained in Item 11.
 
     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes that statement. Any such
statement so modified or superseded shall not constitute a part of this
Registration Statement, except as so modified or superseded.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
     This Item is not applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
     David W. Greenfield, Esq., who has passed upon the legality of any newly
issued Common Stock of the Company covered by this Registration Statement, is
Senior Vice President, General Counsel and Secretary of the Company.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     The Delaware General Corporation Law permits Delaware corporations to
eliminate or limit the monetary liability of directors for breach of their
fiduciary duty of care, subject to certain limitations. The Company's Restated
Certificate of Incorporation provides that Company directors are not liable to
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) for willful or negligent violation of the laws governing the
payment of dividends or the purchase or redemption of stock or (iv) for any
transaction from which a director derived an improper personal benefit.
 
     The Delaware General Corporation Law provides for indemnification of
directors, officers, employees and agents subject to certain limitations. The
Company's Amended By-Laws and the appendix thereto provide for the
indemnification of directors, officers, employees and agents of the Company to
the extent permitted by Delaware law. It is expected that the Company's
directors and officers will be insured against certain liabilities for actions
taken in such capacities, including liabilities under the Securities Act of
1933.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
 
     This Item is not applicable.
 
                                      II-1
<PAGE>   3
 
ITEM 8. EXHIBITS.
 
<TABLE>
<S>      <C>
 4.1     Restated Certificate of Incorporation of the Company.

 4.2     Amended By-Laws of the Company.

 4.3     Rights Agreement, dated as of September 8, 1997, by and between the Company and
         First Chicago Trust Company of New York as Rights Agent.

 5       Opinion of David W. Greenfield, Esq., Senior Vice President, General Counsel and
         Secretary of the Company, as to the legality of any newly-issued Common Stock of the
         Company covered by this Registration Statement.

23.1     Consent of David W. Greenfield, Esq., Senior Vice President, General Counsel and
         Secretary of the Company, contained in his opinion filed as Exhibit 5 to this
         Registration Statement.

23.2     Consent of Chadbourne & Parke LLP set forth on page II-5 of this Registration
         Statement.

23.3     Consent of James P. O'Shaughnessy, Esq., set forth on page II-6 of this Registration
         Statement.

23.4     Consent of Deloitte & Touche LLP, independent auditors, set forth on page II-7 of
         this Registration Statement.

24       Power of Attorney authorizing certain persons to sign this Registration Statement
         and amendments thereto on behalf of certain directors and officers of the Company.
</TABLE>
 
                                      II-2
<PAGE>   4
 
ITEM 9. UNDERTAKINGS.
 
A. The Company hereby undertakes:
 
          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement: (i) to
     include any prospectus required by Section 10(a)(3) of the Securities Act;
     (ii) to reflect in the prospectus any facts or events arising after the
     effective date of this Registration Statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in this
     Registration Statement; and (iii) to include any material information with
     respect to the plan of distribution not previously disclosed in this
     Registration Statement or any material change to such information in this
     Registration Statement; provided, however, that clauses (i) and (ii) do not
     apply if the information required to be included in a post-effective
     amendment by those clauses is contained in periodic reports filed with or
     furnished to the Commission by the Company pursuant to Section 13 or 15(d)
     of the Exchange Act that are incorporated by reference in this Registration
     Statement.
 
          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.
 
          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.
 
          (4) That, for purposes of determining any liability under the
     Securities Act, each filing of the Company's annual report pursuant to
     Section 13(a) or 15(d) of the Exchange Act that is incorporated by
     reference in this Registration Statement shall be deemed to be a new
     registration statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.
 
B. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
 
                                      II-3
<PAGE>   5
 
                                   SIGNATURES
 
     THE REGISTRANT. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF TROY, STATE OF MICHIGAN ON THE 11TH DAY OF
SEPTEMBER, 1997.
 
                                          MERITOR AUTOMOTIVE, INC.
 
                                            By     /s/ DAVID W. GREENFIELD
                                            ------------------------------------
 
                                             (DAVID W. GREENFIELD, SENIOR VICE
                                              PRESIDENT, GENERAL COUNSEL 
                                              AND SECRETARY)
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED ON THE 11TH DAY OF SEPTEMBER, 1997 BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED:
 
<TABLE>
<CAPTION>
                  SIGNATURE                                                      TITLE
---------------------------------------------              ------------------------------------------------
<S>                                                       <C>
               LARRY D. YOST*                             Chairman of the Board and Chief Executive
                                                          Officer (principal executive officer) and Director
 
          JOSEPH B. ANDERSON, JR.*                                          Director
 
              DONALD R. BEALL*                                              Director
 
              JOHN J. CREEDON*                                              Director
 
              CHARLES H. HARFF*                                             Director
 
              HAROLD A. POLING*                                             Director
 
              MARTIN D. WALKER*                                             Director
 
              THOMAS A. MADDEN*                            Senior Vice President and Chief Financial
                                                             Officer (principal financial officer)
 
            LAWRENCE J. LOCKWOOD*                          Vice President and Controller (principal
                                                                     accounting officer)
</TABLE>
 
* By    /s/ DAVID W. GREENFIELD
     ---------------------------------
           (DAVID W. GREENFIELD,
             ATTORNEY-IN-FACT)
 
                                      II-4
<PAGE>   6
 
                               CONSENT OF COUNSEL
 
     We hereby consent to the reference to this firm and to the inclusion of the
summary of our opinion under the caption "Tax Consequences" in the Prospectus
related to this Registration Statement on Form S-8 filed by Meritor Automotive,
Inc. in respect of the Meritor Automotive, Inc. 1997 Long-Term Incentives Plan.



 
                                                          CHADBOURNE & PARKE LLP
 
30 Rockefeller Plaza
New York, New York 10112
September 11, 1997
 
                                      II-5
<PAGE>   7
 
                               CONSENT OF COUNSEL
 
     I hereby consent to the incorporation by reference in this Registration
Statement on Form S-8, in respect of the Meritor Automotive, Inc. 1997 Long-Term
Incentives Plan, of the reference to me under the heading "The Automotive
Business-Legal Proceedings" in Part I of the Registration Statement on Form 10,
as amended, filed by Meritor Automotive, Inc. (File No. 1-13093).
 


/s/ JAMES P. O'SHAUGHNESSY
------------------------------
James P. O'Shaughnessy
 
September 11, 1997
 
                                      II-6
<PAGE>   8
 
                         INDEPENDENT AUDITORS' CONSENT
 
     We consent to the incorporation by reference in this Registration Statement
of Meritor Automotive, Inc. on Form S-8, in respect to the Meritor Automotive,
Inc. 1997 Long-Term Incentives Plan, of our reports dated June 10, 1997 on the
combined financial statements and financial statement schedule of the Automotive
Business of Rockwell International Corporation, and our report dated June 10,
1997 on the balance sheet of Meritor Automotive, Inc. (formerly 111 Holdings,
Inc.), all appearing in the Registration Statement on Form 10/A, Amendment No.
4, of Meritor Automotive, Inc. and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
 


DELOITTE & TOUCHE LLP
 
Pittsburgh, Pennsylvania
September 10, 1997
 
                                      II-7
<PAGE>   9
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
EXHIBIT
 NUMBER                                                                                 PAGE
--------                                                                                ----
<S>        <C>                                                                          <C>
  4.1      Restated Certificate of Incorporation of the Company.

  4.2      Amended By-laws of the Company.

  4.3      Rights Agreement, dated as of September 8, 1997, by and between the
           Company and First Chicago Trust Company of New York as Rights Agent.

  5        Opinion of David W. Greenfield, Esq., Senior Vice President, General
           Counsel and Secretary of the Company, as to the legality of any
           newly-issued Common Stock of the Company covered by this Registration
           Statement.

 23.1      Consent of David W. Greenfield, Esq., Senior Vice President, General
           Counsel and Secretary of the Company, contained in his opinion filed as
           Exhibit 5 to this Registration Statement.

 23.2      Consent of Chadbourne & Parke LLP set forth on page II-5 of this
           Registration Statement.

 23.3      Consent of James P. O'Shaughnessy, Esq., set forth on page II-6 of this
           Registration Statement.

 23.4      Consent of Deloitte & Touche LLP, independent auditors, set forth on page
           II-7 of this Registration Statement.

 24        Power of Attorney authorizing certain persons to sign this Registration
           Statement and amendments thereto on behalf of certain directors and
           officers of the Company.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "MERITOR AUTOMOTIVE, INC. S-8", "secsgml_size_bytes": 19090}]
{"company-data": {"conformed-name": "MERITOR AUTOMOTIVE INC", "cik": "0001040616", "assigned-sic": "3714", "irs-number": "383354643", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35407", "film-number": "97679040"}, "business-address": {"street1": "2135 W MAPLE RD", "city": "TROY", "state": "MI", "zip": "48084-7186", "phone": "2484351000"}, "mail-address": {"street1": "2135 WEST MAPLE ROAD", "city": "TROY", "state": "MI", "zip": "48084-7186"}, "former-company": {"former-conformed-name": "111 HOLDINGS INC", "date-changed": "19970609"}}
1
 
   As filed with the Securities and Exchange Commission on September 11, 1997
                                                         Registration No.
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549
                               ------------------
                                    FORM S-8
 
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------
                            MERITOR AUTOMOTIVE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware                                            38-3354643
                   --------                                            ----------
            (STATE OR OTHER JURISDICTION OF                            (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                                 IDENTIFICATION NO.)
 
               2135 West Maple Road                                         48084-7186
                  Troy, Michigan                                            (ZIP CODE)
          (ADDRESS OF PRINCIPAL EXECUTIVE
                     OFFICES)
------------------
            MERITOR AUTOMOTIVE, INC. 1997 LONG-TERM INCENTIVES PLAN
                            (FULL TITLE OF THE PLAN)
                               ------------------

                           DAVID W. GREENFIELD, Esq.
              Senior Vice President, General Counsel and Secretary
                            Meritor Automotive, Inc.
                              2135 West Maple Road
                           Troy, Michigan 48084-7186
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
 
                                 (248) 435-1000
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                               ------------------
                                    Copy to:
 
                             PETER R. KOLYER, Esq.
                             Chadbourne & Parke LLP
                              30 Rockefeller Plaza
                            New York, New York 10112
                                 (212) 408-5100
                               ------------------

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
PROPOSED
                                                            PROPOSED         MAXIMUM
                                            AMOUNT          MAXIMUM         AGGREGATE      AMOUNT OF
         TITLE OF SECURITIES                TO BE        OFFERING PRICE  OFFERING PRICE  REGISTRATION
           TO BE REGISTERED               REGISTERED     PER SHARE (1)         (1)            FEE
------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1 per share
  (including the associated Preferred
  Share Purchase Rights) (the Common
  Stock)..............................  7,000,000 shares      $9.07        $63,490,000      $19,240
================================================================================
 
     (1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
Securities Act), based on (a) the book value as of June 30, 1997 of the assets
to be received by the Registrant in the initial transaction in which the
Registrant's securities registered under the Securities Exchange Act of 1934, as
amended (the Exchange Act), pursuant to the Registrant's Registration Statement
on Form 10, as amended (File No. 1-13093), will be issued, divided by (b) the
number of shares of Common Stock estimated to be outstanding after such initial
issuance.
================================================================================
2
 
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
     The following document, which has been filed with the Securities and
Exchange Commission (the Commission), is incorporated herein by reference and
made a part hereof:
 
     Registration Statement on Form 10, as amended, pursuant to Section 12(b) of
     the Exchange Act, filed by Meritor Automotive, Inc. (the Company) in File
     No. 1-13093 (the Form 10). The description of the Company's Common Stock is
     contained in Item 11.
 
     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes that statement. Any such
statement so modified or superseded shall not constitute a part of this
Registration Statement, except as so modified or superseded.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
     This Item is not applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
     David W. Greenfield, Esq., who has passed upon the legality of any newly
issued Common Stock of the Company covered by this Registration Statement, is
Senior Vice President, General Counsel and Secretary of the Company.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     The Delaware General Corporation Law permits Delaware corporations to
eliminate or limit the monetary liability of directors for breach of their
fiduciary duty of care, subject to certain limitations. The Company's Restated
Certificate of Incorporation provides that Company directors are not liable to
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) for willful or negligent violation of the laws governing the
payment of dividends or the purchase or redemption of stock or (iv) for any
transaction from which a director derived an improper personal benefit.
 
     The Delaware General Corporation Law provides for indemnification of
directors, officers, employees and agents subject to certain limitations. The
Company's Amended By-Laws and the appendix thereto provide for the
indemnification of directors, officers, employees and agents of the Company to
the extent permitted by Delaware law. It is expected that the Company's
directors and officers will be insured against certain liabilities for actions
taken in such capacities, including liabilities under the Securities Act of
1933.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
 
     This Item is not applicable.
 
                                      II-1
3
 
ITEM 8. EXHIBITS.
4.1     Restated Certificate of Incorporation of the Company.

 4.2     Amended By-Laws of the Company.

 4.3     Rights Agreement, dated as of September 8, 1997, by and between the Company and
         First Chicago Trust Company of New York as Rights Agent.

 5       Opinion of David W. Greenfield, Esq., Senior Vice President, General Counsel and
         Secretary of the Company, as to the legality of any newly-issued Common Stock of the
         Company covered by this Registration Statement.

23.1     Consent of David W. Greenfield, Esq., Senior Vice President, General Counsel and
         Secretary of the Company, contained in his opinion filed as Exhibit 5 to this
         Registration Statement.

23.2     Consent of Chadbourne & Parke LLP set forth on page II-5 of this Registration
         Statement.

23.3     Consent of James P. O'Shaughnessy, Esq., set forth on page II-6 of this Registration
         Statement.

23.4     Consent of Deloitte & Touche LLP, independent auditors, set forth on page II-7 of
         this Registration Statement.

24       Power of Attorney authorizing certain persons to sign this Registration Statement
         and amendments thereto on behalf of certain directors and officers of the Company.
II-2
4
 
ITEM 9. UNDERTAKINGS.
 
A. The Company hereby undertakes:
 
          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement: (i) to
     include any prospectus required by Section 10(a)(3) of the Securities Act;
     (ii) to reflect in the prospectus any facts or events arising after the
     effective date of this Registration Statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in this
     Registration Statement; and (iii) to include any material information with
     respect to the plan of distribution not previously disclosed in this
     Registration Statement or any material change to such information in this
     Registration Statement; provided, however, that clauses (i) and (ii) do not
     apply if the information required to be included in a post-effective
     amendment by those clauses is contained in periodic reports filed with or
     furnished to the Commission by the Company pursuant to Section 13 or 15(d)
     of the Exchange Act that are incorporated by reference in this Registration
     Statement.
 
          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.
 
          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.
 
          (4) That, for purposes of determining any liability under the
     Securities Act, each filing of the Company's annual report pursuant to
     Section 13(a) or 15(d) of the Exchange Act that is incorporated by
     reference in this Registration Statement shall be deemed to be a new
     registration statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.
 
B. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
 
                                      II-3
5
 
                                   SIGNATURES
 
     THE REGISTRANT. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF TROY, STATE OF MICHIGAN ON THE 11TH DAY OF
SEPTEMBER, 1997.
 
                                          MERITOR AUTOMOTIVE, INC.
 
                                            By     /s/ DAVID W. GREENFIELD
                                            ------------------------------------
 
                                             (DAVID W. GREENFIELD, SENIOR VICE
                                              PRESIDENT, GENERAL COUNSEL 
                                              AND SECRETARY)
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED ON THE 11TH DAY OF SEPTEMBER, 1997 BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED:
SIGNATURE                                                      TITLE
---------------------------------------------              ------------------------------------------------
LARRY D. YOST*                             Chairman of the Board and Chief Executive
                                                          Officer (principal executive officer) and Director
 
          JOSEPH B. ANDERSON, JR.*                                          Director
 
              DONALD R. BEALL*                                              Director
 
              JOHN J. CREEDON*                                              Director
 
              CHARLES H. HARFF*                                             Director
 
              HAROLD A. POLING*                                             Director
 
              MARTIN D. WALKER*                                             Director
 
              THOMAS A. MADDEN*                            Senior Vice President and Chief Financial
                                                             Officer (principal financial officer)
 
            LAWRENCE J. LOCKWOOD*                          Vice President and Controller (principal
                                                                     accounting officer)
* By    /s/ DAVID W. GREENFIELD
     ---------------------------------
           (DAVID W. GREENFIELD,
             ATTORNEY-IN-FACT)
 
                                      II-4
6
 
                               CONSENT OF COUNSEL
 
     We hereby consent to the reference to this firm and to the inclusion of the
summary of our opinion under the caption "Tax Consequences" in the Prospectus
related to this Registration Statement on Form S-8 filed by Meritor Automotive,
Inc. in respect of the Meritor Automotive, Inc. 1997 Long-Term Incentives Plan.

 
                                                          CHADBOURNE & PARKE LLP
 
30 Rockefeller Plaza
New York, New York 10112
September 11, 1997
 
                                      II-5
7
 
                               CONSENT OF COUNSEL
 
     I hereby consent to the incorporation by reference in this Registration
Statement on Form S-8, in respect of the Meritor Automotive, Inc. 1997 Long-Term
Incentives Plan, of the reference to me under the heading "The Automotive
Business-Legal Proceedings" in Part I of the Registration Statement on Form 10,
as amended, filed by Meritor Automotive, Inc. (File No. 1-13093).
 

/s/ JAMES P. O'SHAUGHNESSY
------------------------------
James P. O'Shaughnessy
 
September 11, 1997
 
                                      II-6
8
 
                         INDEPENDENT AUDITORS' CONSENT
 
     We consent to the incorporation by reference in this Registration Statement
of Meritor Automotive, Inc. on Form S-8, in respect to the Meritor Automotive,
Inc. 1997 Long-Term Incentives Plan, of our reports dated June 10, 1997 on the
combined financial statements and financial statement schedule of the Automotive
Business of Rockwell International Corporation, and our report dated June 10,
1997 on the balance sheet of Meritor Automotive, Inc. (formerly 111 Holdings,
Inc.), all appearing in the Registration Statement on Form 10/A, Amendment No.
4, of Meritor Automotive, Inc. and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
 

DELOITTE & TOUCHE LLP
 
Pittsburgh, Pennsylvania
September 10, 1997
 
                                      II-7
9
 
                                 EXHIBIT INDEX
EXHIBIT
 NUMBER                                                                                 PAGE
--------                                                                                ----
4.1      Restated Certificate of Incorporation of the Company.

  4.2      Amended By-laws of the Company.

  4.3      Rights Agreement, dated as of September 8, 1997, by and between the
           Company and First Chicago Trust Company of New York as Rights Agent.

  5        Opinion of David W. Greenfield, Esq., Senior Vice President, General
           Counsel and Secretary of the Company, as to the legality of any
           newly-issued Common Stock of the Company covered by this Registration
           Statement.

 23.1      Consent of David W. Greenfield, Esq., Senior Vice President, General
           Counsel and Secretary of the Company, contained in his opinion filed as
           Exhibit 5 to this Registration Statement.

 23.2      Consent of Chadbourne & Parke LLP set forth on page II-5 of this
           Registration Statement.

 23.3      Consent of James P. O'Shaughnessy, Esq., set forth on page II-6 of this
           Registration Statement.

 23.4      Consent of Deloitte & Touche LLP, independent auditors, set forth on page
           II-7 of this Registration Statement.

 24        Power of Attorney authorizing certain persons to sign this Registration
           Statement and amendments thereto on behalf of certain directors and
           officers of the Company.