As filed with the Securities and Exchange Commission on April 14, 1999

                                                Registration No. 333-________
 ============================================================================

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                             -------------------------------
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                              --------------------------
                                ARVIN INDUSTRIES, INC.
                (Exact name of registrant as specified in its charter)

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

                                  ONE NOBLITT PLAZA
                                       BOX 3000
                             COLUMBUS, INDIANA 47202-3000
                       (Address of principal executive offices)

                                ARVIN INDUSTRIES, INC.
                             EMPLOYEE STOCK BENEFIT PLAN 
                               (Full title of the plan)

                                 MR. RONALD R. SNYDER
                     VICE PRESIDENT - GENERAL COUNSEL & SECRETARY
                                ARVIN INDUSTRIES, INC.
                                  ONE NOBLITT PLAZA
                                       BOX 3000
                             COLUMBUS, INDIANA 47202-3000
                       (Name and address of agent for service)

                                    (812) 379-3000
            (Telephone number, including area code, of agent for service)

                                   WITH A COPY TO:

                                FREDERICK L. HARTMANN
                                SCHIFF HARDIN & WAITE
                                   6600 SEARS TOWER
                             CHICAGO, ILLINOIS 60606-6473
                                    (312) 258-5656

                         -----------------------------------

<PAGE>
<TABLE>
<CAPTION>


                           CALCULATION OF REGISTRATION FEE
     <S>                                      <C>              <C>               <C>                 <C>                        
                                                                Proposed             Proposed
     Title of Securities to be                  Amount          Maximum              Maximum           Amount of
      Registered                                to be           Offering             Aggregate       Registration
                                              Registered        Price Per       Offering Price(1)       Fee(1)
                                                                Share(1)

      Common Shares, $2.50 par value          1,200,000          $33.50             $40,200,000         $11,175.60
      (including Preferred Share Purchase
      Rights)


     (1)      Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities
              Act of 1933, as amended, based on $33.50 the average of the high and low sales prices of the Common Shares of Arvin
              Industries, Inc. on the New York Stock Exchange on April 8, 1999.  The value attributable to the Preferred Share
              Purchase Rights is reflected in the value attributable to the Common Shares.  
/TABLE
<PAGE>

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


   ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents which have been filed by Arvin
   Industries, Inc. (the "Registrant") are incorporated herein by
   reference:

        (a)  The Registrant's Annual Report on Form 10-K for the year
             ended January 3, 1999;

        (b)  The Registrant's Current Reports on Form 8-K dated February
             26, 1999, and filed on March 4, 1999 and March 12, 1999; and

        (c)  The description of the Registrant's Common Stock contained
             in its Registration Statement on Form S-3 (File No. 33-
             10774).

        All documents subsequently filed by the Registrant pursuant to
   Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
   1934, 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
   incorporated by reference herein and to be a part hereof from the date
   of filing of such documents.

   ITEM 4.   DESCRIPTION OF SECURITIES.

        Not applicable.

   ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

   ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS. 

        Article 8 of the Amended and Restated By-Laws of the Registrant,
   as amended, and Article 10 of its Restated Articles of Incorporation,
   as amended, both provide for indemnification of officers and directors
   of the Registrant against expenses incurred by any of them in certain
   stated proceedings and under certain stated conditions.

        Chapter 37 of the Indiana Business Corporation Law authorizes
   every Indiana corporation to indemnify its officers and directors
   under certain circumstances against liability incurred in connection
   with the defense of proceedings in which they are made parties, or
   threatened to be made parties, by reason of such relationship to the
   corporation, except where they are adjudged liable for specific types
   of negligence or misconduct in the performance of their duties to the
   corporation.  Chapter 37 also requires every Indiana corporation to<PAGE>

   indemnify any of its directors and, unless such corporation's articles
   of incorporation provide otherwise, any of its offices who were wholly
   successful, on the merits or otherwise, in the defense of any such
   proceeding against reasonable expenses incurred by such director in
   connection with such proceeding.

        Officers and directors of the Registrant are presently covered by
   insurance which (with certain exceptions and within certain
   limitations) indemnifies them against any losses or liabilities
   arising from any alleged "wrongful act," including any breach of duty,
   neglect, error, misstatement, misleading statement, omission or other
   acts done or wrongfully attempted.

   ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

   ITEM 8.   EXHIBITS.

        The exhibits filed herewith or incorporated by reference herein
   are set forth in the Exhibit Index filed as part of this registration
   statement. 

   ITEM 9.   UNDERTAKINGS.

        The undersigned Registrant 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 of 1933;

             (ii) To reflect in the prospectus any facts or events
        arising after the effective date of the 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 the registration statement;
        provided, however, that any increase or decrease in volume of
        securities offered (if the total dollar value of securities
        offered would not exceed that which was registered) and any
        deviation from the low or high end of the estimated maximum
        offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate,
        the changes in volume and price represent no more than a 20
        percent change in the maximum aggregate offering price set forth
        in the "Calculation of Registration Fee" table in the effective
        registration statement; and

             (iii)     To include any material information with respect
        to the plan of distribution not previously disclosed in the


                                     2<PAGE>

        registration statement or any material change to such information
        in the registration statement;

   provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
   apply if the registration statement is on Form S-3, Form S-8, and the
   information required to be included in a post-effective amendment by
   those paragraphs is contained in periodic reports filed by the
   Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
   Act of 1934 that are incorporated by reference in the registration
   statement.

        (2)  That, for the purpose of determining any liability under the
   Securities Act of 1933, 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.

        The undersigned Registrant hereby undertakes that, for purposes
   of determining any liability under the Securities Act of 1933, each
   filing of the Registrant's annual report pursuant to Section 13(a) or
   Section 15(d) of the Securities Exchange Act of 1934 (and, where
   applicable, each filing of an employee benefit plan's annual report
   pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
   is incorporated by reference in the 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.

        Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the Registrant pursuant to the foregoing
   provisions, or otherwise, the Registrant has been advised that in the
   opinion of the Securities and Exchange Commission such indemnification
   is against public policy as expressed in the Act and is, therefore,
   unenforceable.  In the event that a claim for indemnification against
   such liabilities (other than the payment by the Registrant of expenses
   incurred or paid by a director, officer or controlling person of the
   Registrant 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
   Registrant 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 Act and will be
   governed by the final adjudication of such issue.




                                       3<PAGE>

                                 SIGNATURES

        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 Columbus, State
   of Indiana, on this 15th day October, 1998.

                                 ARVIN INDUSTRIES, INC.



                                 By:  /s/ V. William Hunt
                                      ---------------------------------

                                      V. William Hunt
                                      President, Chief Executive Officer
                                         and Director

        Pursuant to the requirements of the Securities Act of 1933, this
   registration statement has been signed by the following persons in the
   capacities and on the date indicated.

<TABLE>
<CAPTION
              SIGNATURE                                 TITLE                                      DATE
              --------                                  -----                                      ----
    <S>                                         <C>                                      <C>

     /s/ V. William Hunt                        President, Chief Executive                October 15, 1998
     --------------------------                 Officer and Director
     V. William Hunt


     /s/ Richard A. Smith                       Vice President                            October 15, 1998
     -------------------------                  Finance, Chief Financial
     Richard A. Smith
                                                Officer and Director

     /s/ William M. Lowe, Jr.                   Vice President                            October 15, 1998
     -------------------------                  Financial Operations
     William M. Lowe, Jr.


     /s/ Byron O. Pond                          Chairman of the Board                     October 15, 1998
     -------------------------
     Byron O. Pond


                                                Director
     -------------------------
     Joseph P. Allen


                                                                4<PAGE>


              SIGNATURE                                 TITLE                                      DATE
              ---------                                 -----                                      ----

     /s/ Steven C. Beering                              Director                          October 15, 1998
     --------------------------
     Steven C. Beering


     /s/ Joseph P. Flannery                             Director                          October 15, 1998
     --------------------------
     Joseph P. Flannery


     /s/ Ivan W. Gorr                                   Director                          October 15, 1998
     --------------------------
     Ivan W. Gorr


                                                        Director
     --------------------------
     William D. George


     /s/ Richard W. Hanselman                           Director                          October 15, 1998
     --------------------------
     Richard W. Hanselman


     /s/ Don J. Kacek                                   Director                          October 15, 1998
     --------------------------
     Don J. Kacek


     /s/ Frederick R. Meyer                             Director                          October 15, 1998
     --------------------------
     Frederick R. Meyer


     /s/ Arthur R. Velasquez                            Director                          October 15, 1998
     --------------------------
     Arthur R. Velasquez

  </TABLE>






                                                                5<PAGE>


                                        EXHIBIT INDEX

     EXHIBIT
     NUMBER                                     EXHIBIT 
     -------                                    -------

       5                         Opinion of Schiff Hardin & Waite

       23.1                      Consent of Pricewaterhouse Coopers LLP

       23.2                      Consent of Schiff Hardin & Waite (contained 
                                 in its opinion filed as Exhibit 5)
































                                                                6
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16045}]
{"company-data": {"conformed-name": "ARVIN INDUSTRIES INC", "cik": "0000007636", "assigned-sic": "3714", "irs-number": "350550190", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76239", "film-number": "99593188"}, "business-address": {"street1": "ONE NOBLITT PLZ", "street2": "P O BOX 3000", "city": "COLUMBUS", "state": "IN", "zip": "47202-3000", "phone": "8123793000"}, "mail-address": {"street1": "ONE NOBLITT PLAZA", "street2": "BOX 3000", "city": "COLUMBUS", "state": "IN", "zip": "47202-3000"}}
As filed with the Securities and Exchange Commission on April 14, 1999

                                                Registration No. 333-________
 ============================================================================

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                             -------------------------------
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                              --------------------------
                                ARVIN INDUSTRIES, INC.
                (Exact name of registrant as specified in its charter)

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

                                  ONE NOBLITT PLAZA
                                       BOX 3000
                             COLUMBUS, INDIANA 47202-3000
                       (Address of principal executive offices)

                                ARVIN INDUSTRIES, INC.
                             EMPLOYEE STOCK BENEFIT PLAN 
                               (Full title of the plan)

                                 MR. RONALD R. SNYDER
                     VICE PRESIDENT - GENERAL COUNSEL & SECRETARY
                                ARVIN INDUSTRIES, INC.
                                  ONE NOBLITT PLAZA
                                       BOX 3000
                             COLUMBUS, INDIANA 47202-3000
                       (Name and address of agent for service)

                                    (812) 379-3000
            (Telephone number, including area code, of agent for service)

                                   WITH A COPY TO:

                                FREDERICK L. HARTMANN
                                SCHIFF HARDIN & WAITE
                                   6600 SEARS TOWER
                             CHICAGO, ILLINOIS 60606-6473
                                    (312) 258-5656

                         -----------------------------------
CALCULATION OF REGISTRATION FEE
Proposed             Proposed
     Title of Securities to be                  Amount          Maximum              Maximum           Amount of
      Registered                                to be           Offering             Aggregate       Registration
                                              Registered        Price Per       Offering Price(1)       Fee(1)
                                                                Share(1)

      Common Shares, $2.50 par value          1,200,000          $33.50             $40,200,000         $11,175.60
      (including Preferred Share Purchase
      Rights)

     (1)      Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities
              Act of 1933, as amended, based on $33.50 the average of the high and low sales prices of the Common Shares of Arvin
              Industries, Inc. on the New York Stock Exchange on April 8, 1999.  The value attributable to the Preferred Share
              Purchase Rights is reflected in the value attributable to the Common Shares.  
/TABLE
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents which have been filed by Arvin
   Industries, Inc. (the "Registrant") are incorporated herein by
   reference:

        (a)  The Registrant's Annual Report on Form 10-K for the year
             ended January 3, 1999;

        (b)  The Registrant's Current Reports on Form 8-K dated February
             26, 1999, and filed on March 4, 1999 and March 12, 1999; and

        (c)  The description of the Registrant's Common Stock contained
             in its Registration Statement on Form S-3 (File No. 33-
             10774).

        All documents subsequently filed by the Registrant pursuant to
   Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
   1934, 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
   incorporated by reference herein and to be a part hereof from the date
   of filing of such documents.

   ITEM 4.   DESCRIPTION OF SECURITIES.

        Not applicable.

   ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

   ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS. 

        Article 8 of the Amended and Restated By-Laws of the Registrant,
   as amended, and Article 10 of its Restated Articles of Incorporation,
   as amended, both provide for indemnification of officers and directors
   of the Registrant against expenses incurred by any of them in certain
   stated proceedings and under certain stated conditions.

        Chapter 37 of the Indiana Business Corporation Law authorizes
   every Indiana corporation to indemnify its officers and directors
   under certain circumstances against liability incurred in connection
   with the defense of proceedings in which they are made parties, or
   threatened to be made parties, by reason of such relationship to the
   corporation, except where they are adjudged liable for specific types
   of negligence or misconduct in the performance of their duties to the
   corporation.  Chapter 37 also requires every Indiana corporation to
indemnify any of its directors and, unless such corporation's articles
   of incorporation provide otherwise, any of its offices who were wholly
   successful, on the merits or otherwise, in the defense of any such
   proceeding against reasonable expenses incurred by such director in
   connection with such proceeding.

        Officers and directors of the Registrant are presently covered by
   insurance which (with certain exceptions and within certain
   limitations) indemnifies them against any losses or liabilities
   arising from any alleged "wrongful act," including any breach of duty,
   neglect, error, misstatement, misleading statement, omission or other
   acts done or wrongfully attempted.

   ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

   ITEM 8.   EXHIBITS.

        The exhibits filed herewith or incorporated by reference herein
   are set forth in the Exhibit Index filed as part of this registration
   statement. 

   ITEM 9.   UNDERTAKINGS.

        The undersigned Registrant 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 of 1933;

             (ii) To reflect in the prospectus any facts or events
        arising after the effective date of the 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 the registration statement;
        provided, however, that any increase or decrease in volume of
        securities offered (if the total dollar value of securities
        offered would not exceed that which was registered) and any
        deviation from the low or high end of the estimated maximum
        offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate,
        the changes in volume and price represent no more than a 20
        percent change in the maximum aggregate offering price set forth
        in the "Calculation of Registration Fee" table in the effective
        registration statement; and

             (iii)     To include any material information with respect
        to the plan of distribution not previously disclosed in the

                                     2
registration statement or any material change to such information
        in the registration statement;

   provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
   apply if the registration statement is on Form S-3, Form S-8, and the
   information required to be included in a post-effective amendment by
   those paragraphs is contained in periodic reports filed by the
   Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
   Act of 1934 that are incorporated by reference in the registration
   statement.

        (2)  That, for the purpose of determining any liability under the
   Securities Act of 1933, 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.

        The undersigned Registrant hereby undertakes that, for purposes
   of determining any liability under the Securities Act of 1933, each
   filing of the Registrant's annual report pursuant to Section 13(a) or
   Section 15(d) of the Securities Exchange Act of 1934 (and, where
   applicable, each filing of an employee benefit plan's annual report
   pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
   is incorporated by reference in the 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.

        Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the Registrant pursuant to the foregoing
   provisions, or otherwise, the Registrant has been advised that in the
   opinion of the Securities and Exchange Commission such indemnification
   is against public policy as expressed in the Act and is, therefore,
   unenforceable.  In the event that a claim for indemnification against
   such liabilities (other than the payment by the Registrant of expenses
   incurred or paid by a director, officer or controlling person of the
   Registrant 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
   Registrant 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 Act and will be
   governed by the final adjudication of such issue.

                                       3
SIGNATURES

        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 Columbus, State
   of Indiana, on this 15th day October, 1998.

                                 ARVIN INDUSTRIES, INC.

                                 By:  /s/ V. William Hunt
                                      ---------------------------------

                                      V. William Hunt
                                      President, Chief Executive Officer
                                         and Director

        Pursuant to the requirements of the Securities Act of 1933, this
   registration statement has been signed by the following persons in the
   capacities and on the date indicated.
/s/ V. William Hunt                        President, Chief Executive                October 15, 1998
     --------------------------                 Officer and Director
     V. William Hunt

     /s/ Richard A. Smith                       Vice President                            October 15, 1998
     -------------------------                  Finance, Chief Financial
     Richard A. Smith
                                                Officer and Director

     /s/ William M. Lowe, Jr.                   Vice President                            October 15, 1998
     -------------------------                  Financial Operations
     William M. Lowe, Jr.

     /s/ Byron O. Pond                          Chairman of the Board                     October 15, 1998
     -------------------------
     Byron O. Pond

                                                Director
     -------------------------
     Joseph P. Allen

                                                                4
SIGNATURE                                 TITLE                                      DATE
              ---------                                 -----                                      ----

     /s/ Steven C. Beering                              Director                          October 15, 1998
     --------------------------
     Steven C. Beering

     /s/ Joseph P. Flannery                             Director                          October 15, 1998
     --------------------------
     Joseph P. Flannery

     /s/ Ivan W. Gorr                                   Director                          October 15, 1998
     --------------------------
     Ivan W. Gorr

                                                        Director
     --------------------------
     William D. George

     /s/ Richard W. Hanselman                           Director                          October 15, 1998
     --------------------------
     Richard W. Hanselman

     /s/ Don J. Kacek                                   Director                          October 15, 1998
     --------------------------
     Don J. Kacek

     /s/ Frederick R. Meyer                             Director                          October 15, 1998
     --------------------------
     Frederick R. Meyer

     /s/ Arthur R. Velasquez                            Director                          October 15, 1998
     --------------------------
     Arthur R. Velasquez
5
EXHIBIT INDEX

     EXHIBIT
     NUMBER                                     EXHIBIT 
     -------                                    -------

       5                         Opinion of Schiff Hardin & Waite

       23.1                      Consent of Pricewaterhouse Coopers LLP

       23.2                      Consent of Schiff Hardin & Waite (contained 
                                 in its opinion filed as Exhibit 5)

                                                                6