As filed with the Securities and Exchange Commission on July 17, 2000

                                            Registration No. 333-________

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

              INDIANA                                 38-3354643
   (State or other jurisdiction of                 (I.R.S. Employer
   incorporation or organization)                 Identification No.)

                            2135 WEST MAPLE ROAD
                          TROY, MICHIGAN 48084-7186
                               (248) 435-1000
                  (Address of principal executive offices)

                      ARVINMERITOR, INC. SAVINGS PLAN
          (AS SUCCESSOR TO THE ARVIN INDUSTRIES, INC. SAVINGS PLAN)

                  ARVINMERITOR, INC. EMPLOYEE SAVINGS PLAN
     (AS SUCCESSOR TO THE ARVIN INDUSTRIES, INC. EMPLOYEE SAVINGS PLAN)
                          (Full title of each plan)

                             VERNON G. BAKER, II
            SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                             ARVINMERITOR, 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)

                               WITH A COPY TO:

                            FREDERICK L. HARTMANN
                            SCHIFF HARDIN & WAITE
                              6600 SEARS TOWER
                        CHICAGO, ILLINOIS 60606-6473
                               (312) 258-5500

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




<TABLE>
<CAPTION>


                       CALCULATION OF REGISTRATION FEE

                                                        PROPOSED           PROPOSED
                                                        MAXIMUM             MAXIMUM
                                       AMOUNT           OFFERING           AGGREGATE        AMOUNT OF
      TITLE OF SECURITIES TO BE        TO BE            PRICE PER          OFFERING       REGISTRATION
      REGISTERED                   REGISTERED(1)        SHARE(2)           PRICE(2)          FEE(2)
      ----------------------      -------------     ----------------    --------------    ------------
      <S>                            <C>                 <C>              <C>                <C>
      Common Stock, $1 par
      value (including
      associated preferred
      stock purchase rights)         1,608,000            $16.32           $26,242,560       $6,929

      Interests in the Plan             (3)                (3)                (3)              (3)

</TABLE>

   (1)  Based upon 1,422,000 shares of Common Stock to be issued under
        the ArvinMeritor, Inc. Savings Plan and 186,000 shares of
        Common Stock to be issued under the ArvinMeritor, Inc.
        Employee Savings Plan.

   (2)  Estimated solely for the purpose of calculating the
        registration fee pursuant to Rule 457(c) under the
        Securities Act of 1933, as amended, based on $16.32 per
        share, the average of the high and low sales prices reported
        on the New York Stock Exchange on July 14, 2000.

   (3)  In addition, pursuant to Rule 416(c) under the Securities Act of
        1933, this Registration Statement also covers an indeterminate
        amount of interests to be offered or sold pursuant to the Plans
        described herein for which no separate fee is required.







                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


   ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents which have been filed by ArvinMeritor,
   Inc. (the "Registrant"), or Meritor Automotive, Inc. as predecessor to
   the Registrant, are incorporated herein by reference:

        (a)  The Annual Report on Form 10-K of Meritor Automotive, Inc.
             for the fiscal year ended September 30, 1999;

        (b)  The Quarterly Reports on Form 10-Q of Meritor Automotive,
             Inc. for the quarterly periods ended December 31, 1999 and
             March 31, 2000;

        (c)  The Form 11-K filed for each of the Plans for the Plan Year
             ended December 31, 1999;

        (d)  The Current Reports on Form 8-K of Meritor Automotive, Inc.
             dated April 14, 2000 and June 15, 2000;

        (e)  The Current Report on Form 8-K of the Registrant dated July 10,
             2000;

        (f)  The description of the Registrant's Common Stock contained
             in its Registration Statement on Form S-4/A (File No. 333-
             36448); and

        (g)  The description of the Registrant's Rights contained in the
             Registration Statement on Form 8-A12B dated July 10, 2000.

        All documents subsequently filed by the Registrant and/or the
   Plans 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.

        The Indiana Business Corporation Law permits indemnification of
   officers, directors, employees and agents against liabilities and







   expenses incurred in proceedings if the person acted in good faith and
   reasonably believed that (1) in the case of conduct in the person's
   official capacity with the corporation, that the person's conduct was
   in the corporation's best interests, and (2) in all other cases, that
   the person's conduct was at least not opposed to the corporation's
   best interests. In criminal proceedings, the person must either have
   reasonable cause to believe the conduct was lawful or must have had no
   reasonable cause to believe the conduct was unlawful. Unless the
   articles of incorporation provide otherwise, indemnification is
   mandatory in two instances: (1) a director successfully defends
   himself in a proceeding to which the director was a party because the
   director is or was a director of the corporation, or (2) it is court
   ordered.

        Section 8.06 of the ArvinMeritor Restated Articles of
   Incorporation will, at the effective time of the merger, contain
   provisions authorizing, to the extent permitted under the Indiana
   Business Corporation Law and the ArvinMeritor By-Laws, indemnification
   of directors and officers, including payment in advance of expenses in
   defending an action and maintaining liability insurance on such
   directors and officers. Specifically, the ArvinMeritor By-Laws will
   provide that ArvinMeritor shall indemnify any person who was or is a
   party or is threatened to be made a party to any threatened, pending
   or completed action, suit or proceeding, whether civil or criminal,
   administrative or investigative, formal or informal (an "Action"), by
   reason of the fact that such person is or was a director, officer,
   employee or agent of ArvinMeritor, or is or was serving at the request
   of ArvinMeritor as a director, officer, employee, agent, partner,
   trustee or member or in another authorized capacity of or for another
   corporation, unincorporated association, business trust, estate,
   partnership, trust, joint venture, individual or other legal entity,
   whether or not organized or formed for profit, against expenses
   (including attorneys' fees) and judgments, penalties, fines and
   amounts paid in settlement actually and reasonably incurred by such
   person in connection with such Action. ArvinMeritor also shall pay, in
   advance of the final disposition of an Action, the expenses reasonably
   incurred in defending such action by a person who may be entitled to
   indemnification. Article 8 of the ArvinMeritor By-Laws and the
   appendix thereto entitled "Procedures for Submission and Determination
   of Claims for Indemnification Pursuant to Article 8 of the By-Laws"
   set forth particular procedures for submission and determination of
   claims for indemnification.

        ArvinMeritor's directors and officers will be insured against
   certain liabilities for actions taken in such capacities, including
   liabilities under the Securities Act.

   ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

   ITEM 8.   EXHIBITS.

                                      2







        The exhibits filed herewith or incorporated by reference herein
   are set forth in the Exhibit Index filed as part of this registration
   statement.  The Plan sponsor has received from the Internal Revenue
   Service determinations that the Plans are qualified under Section 401
   of the Internal Revenue Code and the Registrant will make all changes
   required by the Internal Revenue Service in order to continue to so
   qualify each Plan.

   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.
        Notwithstanding the foregoing, 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 a 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
        registration statement or any material change to such information
        in the registration statement;

   PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if
   the registration statement is on Form S-3 or Form S-8, and the
   information required to be included in a post-effective amendment by
   those paragraphs is contained in periodic reports filed with or
   furnished to the Commission 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







        (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.





















                                      4







                                 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 Troy, State of
   Michigan, on this 10th day July, 2000.

                                 ARVINMERITOR, INC.



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


        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/  Larry D. Yost*                        Chairman of the Board and                 July 10, 2000
     --------------------------------           Chief Executive Officer (principal
     Larry D. Yost                              executive officer)


     /s/  V. William Hunt*                      Vice Chairman and President               July 10, 2000
     --------------------------------
     V. William Hunt


     /s/  Thomas A. Madden*                     Senior Vice President and                 July 10, 2000
     --------------------------------           Chief Financial Officer (principal
     Thomas A. Madden                           financial officer)


     /s/  William M. Lowe*                      Vice President and Controller             July 10, 2000
     --------------------------------           (principal accounting officer)
     William M. Lowe




                                                                5








     /s/  Joseph B. Anderson, Jr.*              Director                                  July 10, 2000
     --------------------------------
     Joseph B. Anderson, Jr.


     /s/  Donald R. Beall*                      Director                                  July 10, 2000
     --------------------------------
     Donald R. Beall


     /s/  Steven C. Beering*                    Director                                  July 10, 2000
     --------------------------------
     Steven C. Beering


     /s/  Rhonda L. Brooks*                     Director                                  July 10, 2000
     --------------------------------
     Rhonda L. Brooks


     /s/  John J. Creedon*                      Director                                  July 10, 2000
     --------------------------------
     John J. Creedon


     /s/  Joseph P. Flannery*                   Director                                  July 10, 2000
     --------------------------------
     Joseph P. Flannery


     /s/  Robert E. Fowler, Jr.*                Director                                  July 10, 2000
     --------------------------------
     Robert E. Fowler, Jr.


     /s/  William D. George, Jr.*               Director                                  July 10, 2000
     --------------------------------
     William D. George, Jr.


                                                Director
     --------------------------------
     Ivan W. Gorr


     /s/  Richard W. Hanselman*                 Director                                  July 10, 2000
     --------------------------------
     Richard W. Hanselman




                                                                6







     /s/  Charles H. Harff*                     Director                                  July 10, 2000
     --------------------------------
     Charles H. Harff


     /s/  Don J. Kacek*                         Director                                  July 10, 2000
     --------------------------------
     Don J. Kacek


     /s/  Victoria B. Jackson*                  Director                                  July 10, 2000
     --------------------------------
     Victoria B. Jackson


     /s/  James E. Marley*                      Director                                  July 10, 2000
     --------------------------------
     James E. Marley


     /s/  James E. Perella*                     Director                                  July 10, 2000
     --------------------------------
     James E. Perella


     /s/  Harold A. Poling*                     Director                                  July 10, 2000
     --------------------------------
     Harold A. Poling


     /s/  Martin D. Walker*                     Director                                  July 10, 2000
     --------------------------------
     Martin D. Walker



     * By     /s/ Vernon G. Baker, II
         ------------------------------
              Vernon G. Baker, II
              Attorney-in-Fact

     </TABLE>











                                                                7







        THE PLANS.  Pursuant to the requirements of the Securities Act of
   1933, the administrator of the ArvinMeritor, Inc. Savings Plan and the
   ArvinMeritor, Inc. Employee Savings Plan 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 July 10, 2000.


                            ARVINMERITOR, INC. SAVINGS PLAN

                            ARVINMERITOR, INC. EMPLOYEE SAVINGS PLAN


                            By:  /s/ Ronald R. Snyder
                                 ----------------------------------
                                 Member, Plan Committee

                            By:  /s/ Matthew W. Golden
                                 ----------------------------------
                                 Member, Plan Committee

                            By:  /s/ Raymond P. Mack
                                 ----------------------------------
                                 Member, Plan Committee

                            By:  /s/ Gregory P. Kuzma
                                 ----------------------------------
                                 Member, Plan Committee

























                                      8







                                EXHIBIT INDEX

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

   4*             Rights Agreement, dated as of July 3, 2000, between
                  ArvinMeritor and EquiServe Trust Company, N.A.
                  (incorporated by reference to Exhibit 1 of
                  ArvinMeritor's Registration Statement on Form 8-A12B
                  (Reg. No. 001-15983), filed with the Commission on July
                  10, 2000).

   5              Opinion of Schiff Hardin & Waite

   23.1           Consent of PricewaterhouseCoopers LLP

   23.2           Consent of Deloitte & Touche LLP

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

   24             Power of Attorney

   __________
   * Incorporated by reference.























                                      9
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 22029}]
{"company-data": {"conformed-name": "ARVINMERITOR INC", "cik": "0001113256", "assigned-sic": "3714", "state-of-incorporation": "IN", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42014", "film-number": "676973"}, "business-address": {"street1": "2135 W MAPLE ROAD", "city": "TROY", "state": "MI", "zip": "48084", "phone": "2484351000"}, "former-company": {"former-conformed-name": "MU SUB INC", "date-changed": "20000501"}}
As filed with the Securities and Exchange Commission on July 17, 2000

                                            Registration No. 333-________

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

              INDIANA                                 38-3354643
   (State or other jurisdiction of                 (I.R.S. Employer
   incorporation or organization)                 Identification No.)

                            2135 WEST MAPLE ROAD
                          TROY, MICHIGAN 48084-7186
                               (248) 435-1000
                  (Address of principal executive offices)

                      ARVINMERITOR, INC. SAVINGS PLAN
          (AS SUCCESSOR TO THE ARVIN INDUSTRIES, INC. SAVINGS PLAN)

                  ARVINMERITOR, INC. EMPLOYEE SAVINGS PLAN
     (AS SUCCESSOR TO THE ARVIN INDUSTRIES, INC. EMPLOYEE SAVINGS PLAN)
                          (Full title of each plan)

                             VERNON G. BAKER, II
            SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                             ARVINMERITOR, 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)

                               WITH A COPY TO:

                            FREDERICK L. HARTMANN
                            SCHIFF HARDIN & WAITE
                              6600 SEARS TOWER
                        CHICAGO, ILLINOIS 60606-6473
                               (312) 258-5500

                      --------------------------------
CALCULATION OF REGISTRATION FEE

                                                        PROPOSED           PROPOSED
                                                        MAXIMUM             MAXIMUM
                                       AMOUNT           OFFERING           AGGREGATE        AMOUNT OF
      TITLE OF SECURITIES TO BE        TO BE            PRICE PER          OFFERING       REGISTRATION
      REGISTERED                   REGISTERED(1)        SHARE(2)           PRICE(2)          FEE(2)
      ----------------------      -------------     ----------------    --------------    ------------
Common Stock, $1 par
      value (including
      associated preferred
      stock purchase rights)         1,608,000            $16.32           $26,242,560       $6,929

      Interests in the Plan             (3)                (3)                (3)              (3)
(1)  Based upon 1,422,000 shares of Common Stock to be issued under
        the ArvinMeritor, Inc. Savings Plan and 186,000 shares of
        Common Stock to be issued under the ArvinMeritor, Inc.
        Employee Savings Plan.

   (2)  Estimated solely for the purpose of calculating the
        registration fee pursuant to Rule 457(c) under the
        Securities Act of 1933, as amended, based on $16.32 per
        share, the average of the high and low sales prices reported
        on the New York Stock Exchange on July 14, 2000.

   (3)  In addition, pursuant to Rule 416(c) under the Securities Act of
        1933, this Registration Statement also covers an indeterminate
        amount of interests to be offered or sold pursuant to the Plans
        described herein for which no separate fee is required.

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents which have been filed by ArvinMeritor,
   Inc. (the "Registrant"), or Meritor Automotive, Inc. as predecessor to
   the Registrant, are incorporated herein by reference:

        (a)  The Annual Report on Form 10-K of Meritor Automotive, Inc.
             for the fiscal year ended September 30, 1999;

        (b)  The Quarterly Reports on Form 10-Q of Meritor Automotive,
             Inc. for the quarterly periods ended December 31, 1999 and
             March 31, 2000;

        (c)  The Form 11-K filed for each of the Plans for the Plan Year
             ended December 31, 1999;

        (d)  The Current Reports on Form 8-K of Meritor Automotive, Inc.
             dated April 14, 2000 and June 15, 2000;

        (e)  The Current Report on Form 8-K of the Registrant dated July 10,
             2000;

        (f)  The description of the Registrant's Common Stock contained
             in its Registration Statement on Form S-4/A (File No. 333-
             36448); and

        (g)  The description of the Registrant's Rights contained in the
             Registration Statement on Form 8-A12B dated July 10, 2000.

        All documents subsequently filed by the Registrant and/or the
   Plans 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.

        The Indiana Business Corporation Law permits indemnification of
   officers, directors, employees and agents against liabilities and

   expenses incurred in proceedings if the person acted in good faith and
   reasonably believed that (1) in the case of conduct in the person's
   official capacity with the corporation, that the person's conduct was
   in the corporation's best interests, and (2) in all other cases, that
   the person's conduct was at least not opposed to the corporation's
   best interests. In criminal proceedings, the person must either have
   reasonable cause to believe the conduct was lawful or must have had no
   reasonable cause to believe the conduct was unlawful. Unless the
   articles of incorporation provide otherwise, indemnification is
   mandatory in two instances: (1) a director successfully defends
   himself in a proceeding to which the director was a party because the
   director is or was a director of the corporation, or (2) it is court
   ordered.

        Section 8.06 of the ArvinMeritor Restated Articles of
   Incorporation will, at the effective time of the merger, contain
   provisions authorizing, to the extent permitted under the Indiana
   Business Corporation Law and the ArvinMeritor By-Laws, indemnification
   of directors and officers, including payment in advance of expenses in
   defending an action and maintaining liability insurance on such
   directors and officers. Specifically, the ArvinMeritor By-Laws will
   provide that ArvinMeritor shall indemnify any person who was or is a
   party or is threatened to be made a party to any threatened, pending
   or completed action, suit or proceeding, whether civil or criminal,
   administrative or investigative, formal or informal (an "Action"), by
   reason of the fact that such person is or was a director, officer,
   employee or agent of ArvinMeritor, or is or was serving at the request
   of ArvinMeritor as a director, officer, employee, agent, partner,
   trustee or member or in another authorized capacity of or for another
   corporation, unincorporated association, business trust, estate,
   partnership, trust, joint venture, individual or other legal entity,
   whether or not organized or formed for profit, against expenses
   (including attorneys' fees) and judgments, penalties, fines and
   amounts paid in settlement actually and reasonably incurred by such
   person in connection with such Action. ArvinMeritor also shall pay, in
   advance of the final disposition of an Action, the expenses reasonably
   incurred in defending such action by a person who may be entitled to
   indemnification. Article 8 of the ArvinMeritor By-Laws and the
   appendix thereto entitled "Procedures for Submission and Determination
   of Claims for Indemnification Pursuant to Article 8 of the By-Laws"
   set forth particular procedures for submission and determination of
   claims for indemnification.

        ArvinMeritor's directors and officers will be insured against
   certain liabilities for actions taken in such capacities, including
   liabilities under the Securities Act.

   ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

   ITEM 8.   EXHIBITS.

                                      2

        The exhibits filed herewith or incorporated by reference herein
   are set forth in the Exhibit Index filed as part of this registration
   statement.  The Plan sponsor has received from the Internal Revenue
   Service determinations that the Plans are qualified under Section 401
   of the Internal Revenue Code and the Registrant will make all changes
   required by the Internal Revenue Service in order to continue to so
   qualify each Plan.

   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.
        Notwithstanding the foregoing, 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 a 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
        registration statement or any material change to such information
        in the registration statement;

   PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if
   the registration statement is on Form S-3 or Form S-8, and the
   information required to be included in a post-effective amendment by
   those paragraphs is contained in periodic reports filed with or
   furnished to the Commission 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

        (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.

                                      4

                                 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 Troy, State of
   Michigan, on this 10th day July, 2000.

                                 ARVINMERITOR, INC.

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

        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.
SIGNATURE                                 TITLE                             DATE
              ---------                                 -----                             ----
/s/  Larry D. Yost*                        Chairman of the Board and                 July 10, 2000
     --------------------------------           Chief Executive Officer (principal
     Larry D. Yost                              executive officer)

     /s/  V. William Hunt*                      Vice Chairman and President               July 10, 2000
     --------------------------------
     V. William Hunt

     /s/  Thomas A. Madden*                     Senior Vice President and                 July 10, 2000
     --------------------------------           Chief Financial Officer (principal
     Thomas A. Madden                           financial officer)

     /s/  William M. Lowe*                      Vice President and Controller             July 10, 2000
     --------------------------------           (principal accounting officer)
     William M. Lowe

                                                                5

     /s/  Joseph B. Anderson, Jr.*              Director                                  July 10, 2000
     --------------------------------
     Joseph B. Anderson, Jr.

     /s/  Donald R. Beall*                      Director                                  July 10, 2000
     --------------------------------
     Donald R. Beall

     /s/  Steven C. Beering*                    Director                                  July 10, 2000
     --------------------------------
     Steven C. Beering

     /s/  Rhonda L. Brooks*                     Director                                  July 10, 2000
     --------------------------------
     Rhonda L. Brooks

     /s/  John J. Creedon*                      Director                                  July 10, 2000
     --------------------------------
     John J. Creedon

     /s/  Joseph P. Flannery*                   Director                                  July 10, 2000
     --------------------------------
     Joseph P. Flannery

     /s/  Robert E. Fowler, Jr.*                Director                                  July 10, 2000
     --------------------------------
     Robert E. Fowler, Jr.

     /s/  William D. George, Jr.*               Director                                  July 10, 2000
     --------------------------------
     William D. George, Jr.

                                                Director
     --------------------------------
     Ivan W. Gorr

     /s/  Richard W. Hanselman*                 Director                                  July 10, 2000
     --------------------------------
     Richard W. Hanselman

                                                                6

     /s/  Charles H. Harff*                     Director                                  July 10, 2000
     --------------------------------
     Charles H. Harff

     /s/  Don J. Kacek*                         Director                                  July 10, 2000
     --------------------------------
     Don J. Kacek

     /s/  Victoria B. Jackson*                  Director                                  July 10, 2000
     --------------------------------
     Victoria B. Jackson

     /s/  James E. Marley*                      Director                                  July 10, 2000
     --------------------------------
     James E. Marley

     /s/  James E. Perella*                     Director                                  July 10, 2000
     --------------------------------
     James E. Perella

     /s/  Harold A. Poling*                     Director                                  July 10, 2000
     --------------------------------
     Harold A. Poling

     /s/  Martin D. Walker*                     Director                                  July 10, 2000
     --------------------------------
     Martin D. Walker

     * By     /s/ Vernon G. Baker, II
         ------------------------------
              Vernon G. Baker, II
              Attorney-in-Fact
7

        THE PLANS.  Pursuant to the requirements of the Securities Act of
   1933, the administrator of the ArvinMeritor, Inc. Savings Plan and the
   ArvinMeritor, Inc. Employee Savings Plan 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 July 10, 2000.

                            ARVINMERITOR, INC. SAVINGS PLAN

                            ARVINMERITOR, INC. EMPLOYEE SAVINGS PLAN

                            By:  /s/ Ronald R. Snyder
                                 ----------------------------------
                                 Member, Plan Committee

                            By:  /s/ Matthew W. Golden
                                 ----------------------------------
                                 Member, Plan Committee

                            By:  /s/ Raymond P. Mack
                                 ----------------------------------
                                 Member, Plan Committee

                            By:  /s/ Gregory P. Kuzma
                                 ----------------------------------
                                 Member, Plan Committee

                                      8

                                EXHIBIT INDEX

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

   4*             Rights Agreement, dated as of July 3, 2000, between
                  ArvinMeritor and EquiServe Trust Company, N.A.
                  (incorporated by reference to Exhibit 1 of
                  ArvinMeritor's Registration Statement on Form 8-A12B
                  (Reg. No. 001-15983), filed with the Commission on July
                  10, 2000).

   5              Opinion of Schiff Hardin & Waite

   23.1           Consent of PricewaterhouseCoopers LLP

   23.2           Consent of Deloitte & Touche LLP

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

   24             Power of Attorney

   __________
   * Incorporated by reference.

                                      9