As filed with the Securities and Exchange Commission on September
12, 1997

                                    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 SAVINGS 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 Hartmann
                     Schiff Hardin & Waite
                        7200 Sears Tower
                  Chicago, Illinois 60606-6473
                         (312) 258-5656




                CALCULATION OF REGISTRATION FEE

                                               Proposed
                                   Proposed     Maximum
Title of Securities      Amount     Maximum    Aggregate    Amount of
to be Registered         to be     Offering    Offering    Registration
                       Registered  Price Per   Price(1)         Fee(1)
                                   Share (1)

Common Shares,$2.50    1,200,000   $35.625    $42,750,000       $12,955
par value (including
Preferred Share
Purchase Rights)

Interests in the Plan  (2)              (2)        (2)          (2)


(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 $35.625, the average of the  high
and  low  sales prices of the Common Shares of Arvin  Industries,
Inc.  on  the New York Stock Exchange on September 8, 1997.   The
value  attributable  to the Preferred Share  Purchase  Rights  is
reflected in the value attributable to the Common Shares.

(2)   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  Plan  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  Arvin
Industries,  Inc. (the "Registrant") are incorporated  herein  by
reference:

      (a)   The Registrant's Annual Report on Form 10-K  for  the
year ended December 29, 1996;

     (b)  The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 30, 1997 and June 29, 1997;

      (c)   The  Registrant's Current Reports on Form  8-K  dated
January 3, 1997, January 21, 1997 and February 10, 1997; and

      (d)   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  and/or
the  Arvin Savings Plan (the "Plan") 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 on page 7 hereof.  The  exhibits  do  not
include  an  opinion  of  counsel  as  to  the  legality  of  the
securities  being registered because the Common Stock covered  by
this registration statement are not original issuance securities.
The  Registrant has received from the Internal Revenue Service  a
determination that the Plan is qualified under Section 401 of the
Internal Revenue Code and will make all changes required  by  the
Internal  Revenue Service in order to continue to so qualify  the
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;
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  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.




                           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 29th day of
August, 1997.

                              ARVIN INDUSTRIES, INC.



                              By:  /s/Byron O. Pond
                                   _______________________
                                   Byron O. Pond
                                   Chairman, 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.


     Signature                Title                    Date

/s/Byron O. Pond         Chairman, Chief          August 29, 1997
Byron O. Pond            Executive Officer and
                         Director


/s/Richard A. Smith      Vice President--         August 29, 1997
Richard A. Smith         Finance, Chief Financial
                         Officer and Director


/s/William M. Lowe, Jr.  Controller and Chief     August 29, 1997
William M. Lowe, Jr.     Accounting Officer


/s/J. K. Baker           Vice Chairman of the     August 29, 1997
James K. Baker           Board


/s/V. William Hunt       President, Chief         August 29, 1997
V.   William Hunt        Operating Officer
                         and Director







     Signature                Title               Date



                              Director       September _, 1997
Joseph P. Allen


/s/Steven C. Beering          Director       September 8, 1997
Steven C. Beering


                              Director       September _, 1997
Joseph P. Flannery


/s/Ivan W. Gorr               Director       September 2, 1997
Ivan W. Gorr


                              Director       September _, 1997
William D. George


                              Director       September _, 1997
Richard W. Hanselman


/s/Don J. Kacek               Director       September 5, 1997
Don J. Kacek


                              Director       September _, 1997
Frederick R. Meyer


/s/Arthur R. Velasquez        Director       September 5, 1997
Arthur R. Velasquez

     The Plan.  Pursuant to the requirements of the Securities
Act of 1933, the Plan administrator 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 August 29, 1997.


                              ARVIN SAVINGS PLAN


                              By:  /s/Richard A. Smith
                                      Richard A. Smith
                                      Member, Plan Committee


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


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


                              By:  /s/A.R. Sales
                                      A.R. Sales
                                      Member, Plan Committee





                         EXHIBIT INDEX

Exhibit
Number                        Exhibit


  23.1                   Consent of KPMG Peat Marwick LLP

  23.2                   Consent of Price Waterhouse LLP
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14985}]
{"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": "333-35529", "film-number": "97679805"}, "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 September
12, 1997

                                    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 SAVINGS 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 Hartmann
                     Schiff Hardin & Waite
                        7200 Sears Tower
                  Chicago, Illinois 60606-6473
                         (312) 258-5656

                CALCULATION OF REGISTRATION FEE

                                               Proposed
                                   Proposed     Maximum
Title of Securities      Amount     Maximum    Aggregate    Amount of
to be Registered         to be     Offering    Offering    Registration
                       Registered  Price Per   Price(1)         Fee(1)
                                   Share (1)

Common Shares,$2.50    1,200,000   $35.625    $42,750,000       $12,955
par value (including
Preferred Share
Purchase Rights)

Interests in the Plan  (2)              (2)        (2)          (2)

(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 $35.625, the average of the  high
and  low  sales prices of the Common Shares of Arvin  Industries,
Inc.  on  the New York Stock Exchange on September 8, 1997.   The
value  attributable  to the Preferred Share  Purchase  Rights  is
reflected in the value attributable to the Common Shares.

(2)   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  Plan  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  Arvin
Industries,  Inc. (the "Registrant") are incorporated  herein  by
reference:

      (a)   The Registrant's Annual Report on Form 10-K  for  the
year ended December 29, 1996;

     (b)  The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 30, 1997 and June 29, 1997;

      (c)   The  Registrant's Current Reports on Form  8-K  dated
January 3, 1997, January 21, 1997 and February 10, 1997; and

      (d)   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  and/or
the  Arvin Savings Plan (the "Plan") 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 on page 7 hereof.  The  exhibits  do  not
include  an  opinion  of  counsel  as  to  the  legality  of  the
securities  being registered because the Common Stock covered  by
this registration statement are not original issuance securities.
The  Registrant has received from the Internal Revenue Service  a
determination that the Plan is qualified under Section 401 of the
Internal Revenue Code and will make all changes required  by  the
Internal  Revenue Service in order to continue to so qualify  the
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;
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  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.

                           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 29th day of
August, 1997.

                              ARVIN INDUSTRIES, INC.

                              By:  /s/Byron O. Pond
                                   _______________________
                                   Byron O. Pond
                                   Chairman, 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.

     Signature                Title                    Date

/s/Byron O. Pond         Chairman, Chief          August 29, 1997
Byron O. Pond            Executive Officer and
                         Director

/s/Richard A. Smith      Vice President--         August 29, 1997
Richard A. Smith         Finance, Chief Financial
                         Officer and Director

/s/William M. Lowe, Jr.  Controller and Chief     August 29, 1997
William M. Lowe, Jr.     Accounting Officer

/s/J. K. Baker           Vice Chairman of the     August 29, 1997
James K. Baker           Board

/s/V. William Hunt       President, Chief         August 29, 1997
V.   William Hunt        Operating Officer
                         and Director

     Signature                Title               Date

                              Director       September _, 1997
Joseph P. Allen

/s/Steven C. Beering          Director       September 8, 1997
Steven C. Beering

                              Director       September _, 1997
Joseph P. Flannery

/s/Ivan W. Gorr               Director       September 2, 1997
Ivan W. Gorr

                              Director       September _, 1997
William D. George

                              Director       September _, 1997
Richard W. Hanselman

/s/Don J. Kacek               Director       September 5, 1997
Don J. Kacek

                              Director       September _, 1997
Frederick R. Meyer

/s/Arthur R. Velasquez        Director       September 5, 1997
Arthur R. Velasquez

     The Plan.  Pursuant to the requirements of the Securities
Act of 1933, the Plan administrator 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 August 29, 1997.

                              ARVIN SAVINGS PLAN

                              By:  /s/Richard A. Smith
                                      Richard A. Smith
                                      Member, Plan Committee

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

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

                              By:  /s/A.R. Sales
                                      A.R. Sales
                                      Member, Plan Committee

                         EXHIBIT INDEX

Exhibit
Number                        Exhibit

  23.1                   Consent of KPMG Peat Marwick LLP

  23.2                   Consent of Price Waterhouse LLP