As filed with the Securities and Exchange Commission on
 November 26, 1996

                       Registration No. 33-50371


                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                   POST EFFECTIVE AMENDMENT NO. 1 TO
                               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. 1988 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)

             Please direct communications concerning this
                      Registration Statement to:

                         Linda Jeffries Wight
                         Schiff Hardin & Waite
                           7200 Sears Tower
                     Chicago, Illinois 60606-6473
                            (312) 258-5619



APPROXIMATE DATE OF PROPOSED SALE: From time to time in accordance with
                        the terms of the Plan.



                    CALCULATION OF REGISTRATION FEE

    Title of      Amount to     Proposed      Proposed       Amount of
 Securities to        be        Maximum        Maximum     Registration
 be Registered    Registered    Offering      Aggregate         Fee
                               Price Per   Offering Price
                                 Share
Common Shares,
$2.50 par value
_______________    960,000     $28.75 (1)  $27,600,000(1)   $8,625 (2)
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.   The value attributable to the Preferred Share  Purchase
     Rights  is  reflected  in  the value attributable  to  the  Common
     Shares.   The registration fee was calculated at the rate of  1/32
     of  1%, the applicable rate at the time the registration statement
     was originally filed.

(2)  In payment of the registration fee, $8,625 was wire transferred to
     the  Securities and Exchange Commission's bank account  at  Mellon
     Bank  on  or  about  September 22, 1993  in  connection  with  the
     original  filing of this registration statement.  Of such  amount,
     $3,301 was actually withdrawn by the SEC.  As a result, $5,324  is
     being  paid with this Post-Effective Amendment No. 1.  The balance
     of the registration fee is currently held in the SEC's Mellon Bank
     account.

     The  registrant hereby amends this registration statement to amend
     the  full  title of the Plan to which this registration  statement
     relates,   the  information  set  forth  in  the  Calculation   of
     Registration  Fee  box,  the  registration  statement   which   is
     incorporated  by reference herein, and Part II of the registration
     statement.


     This Post-Effective Amendment No. 1 to this registration statement
is  being filed by the registrant to amend (1) the title of the plan to
which  this  registration statement relates, (2)  the  information  set
forth  in the Calculation of Registration Fee box, (3) the registration
statement on Form S-8 hereby incorporated by reference, and (4) Part II
of this registration statement, to eliminate Items 5, 6 and 9 and amend
the Exhibits filed herewith.

                                *  *  *

      The contents of the registration statement on Form S-8 (File  No.
33-21717)  filed  by  the registrant with the Securities  and  Exchange
Commission  on  May  6, 1988 registering its Common Shares,  $2.50  par
value  per share, issuable pursuant to the Arvin Industries, Inc.  1988
Stock Benefit Plan are hereby incorporated by reference.

                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      All  information  required  in this  registration  statement  not
included  in the exhibits attached hereto or set forth on the signature
page  is  set  forth  in  the  earlier registration  statement  of  the
registrant on Form S-8 (File No. 33-21717) which is incorporated herein
by reference.

Item 8. Exhibits.

      The  Exhibits  filed herewith are set forth on the exhibit  index
filed as part of this registration statement.



                              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  post-effective  amendment  no.  1  to  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 31st day
of October 1996.

               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
post-effective amendment no. 1 to 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 Executive     10/31/96
---------------------      Officer and Director
  Byron O. Pond


/s/ Richard A. Smith     Vice President--Finance,      10/31/96
---------------------      Chief Financial Officer
  Richard A. Smith         and Director



/s/ William M. Lowe, Jr. Controller and Chief          10/31/96
---------------------      Accounting Officer
  William M. Lowe, Jr.


/s/ James K. Baker       Vice Chairman of              10/31/96
---------------------      the Board
  James K. Baker


/s/ V. William Hunt      President and Director        10/31/96
---------------------
  V. William Hunt



/s/ Joseph P. Allen      Director                      10/31/96
---------------------
  Joseph P. Allen


/s/ Steven C. Beering    Director                      10/31/96
---------------------
  Steven C. Beering


/s/ Joseph P. Flannery   Director                      10/31/96
---------------------
  Joseph P. Flannery


/s/ Ivan W. Gorr         Director                      10/31/96
---------------------
  Ivan W. Gorr


/s/ William D. George    Director                      10/31/96
---------------------
  William D. George


---------------------    Director
  Richard W. Hanselman


/s/ Don J. Kacek         Director                      10/31/96
---------------------
  Don J. Kacek


/s/ Frederick R. Meyer   Director                      10/31/96
---------------------
  Frederick R. Meyer


/s/ Arthur R. Velasquez  Director                      10/31/96
---------------------
  Arthur R. Velasquez

                             EXHIBIT INDEX

Exhibit
Number                        Exhibit
---------------------------------------------
    5                    Opinion of Schiff Hardin & Waite,
                         counsel to registrant

   23.1                  Consent of Schiff Hardin & Waite
                         (included in the opinion referred to in
                         Exhibit 5)

   23.2                  Consent of Price Waterhouse LLP
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 8299}]
{"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": "333-16833", "film-number": "96672693"}, "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
 November 26, 1996

                       Registration No. 33-50371

                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                   POST EFFECTIVE AMENDMENT NO. 1 TO
                               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. 1988 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)

             Please direct communications concerning this
                      Registration Statement to:

                         Linda Jeffries Wight
                         Schiff Hardin & Waite
                           7200 Sears Tower
                     Chicago, Illinois 60606-6473
                            (312) 258-5619

APPROXIMATE DATE OF PROPOSED SALE: From time to time in accordance with
                        the terms of the Plan.

                    CALCULATION OF REGISTRATION FEE

    Title of      Amount to     Proposed      Proposed       Amount of
 Securities to        be        Maximum        Maximum     Registration
 be Registered    Registered    Offering      Aggregate         Fee
                               Price Per   Offering Price
                                 Share
Common Shares,
$2.50 par value
_______________    960,000     $28.75 (1)  $27,600,000(1)   $8,625 (2)
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.   The value attributable to the Preferred Share  Purchase
     Rights  is  reflected  in  the value attributable  to  the  Common
     Shares.   The registration fee was calculated at the rate of  1/32
     of  1%, the applicable rate at the time the registration statement
     was originally filed.

(2)  In payment of the registration fee, $8,625 was wire transferred to
     the  Securities and Exchange Commission's bank account  at  Mellon
     Bank  on  or  about  September 22, 1993  in  connection  with  the
     original  filing of this registration statement.  Of such  amount,
     $3,301 was actually withdrawn by the SEC.  As a result, $5,324  is
     being  paid with this Post-Effective Amendment No. 1.  The balance
     of the registration fee is currently held in the SEC's Mellon Bank
     account.

     The  registrant hereby amends this registration statement to amend
     the  full  title of the Plan to which this registration  statement
     relates,   the  information  set  forth  in  the  Calculation   of
     Registration  Fee  box,  the  registration  statement   which   is
     incorporated  by reference herein, and Part II of the registration
     statement.

     This Post-Effective Amendment No. 1 to this registration statement
is  being filed by the registrant to amend (1) the title of the plan to
which  this  registration statement relates, (2)  the  information  set
forth  in the Calculation of Registration Fee box, (3) the registration
statement on Form S-8 hereby incorporated by reference, and (4) Part II
of this registration statement, to eliminate Items 5, 6 and 9 and amend
the Exhibits filed herewith.

                                *  *  *

      The contents of the registration statement on Form S-8 (File  No.
33-21717)  filed  by  the registrant with the Securities  and  Exchange
Commission  on  May  6, 1988 registering its Common Shares,  $2.50  par
value  per share, issuable pursuant to the Arvin Industries, Inc.  1988
Stock Benefit Plan are hereby incorporated by reference.

                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      All  information  required  in this  registration  statement  not
included  in the exhibits attached hereto or set forth on the signature
page  is  set  forth  in  the  earlier registration  statement  of  the
registrant on Form S-8 (File No. 33-21717) which is incorporated herein
by reference.

Item 8. Exhibits.

      The  Exhibits  filed herewith are set forth on the exhibit  index
filed as part of this registration statement.

                              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  post-effective  amendment  no.  1  to  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 31st day
of October 1996.

               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
post-effective amendment no. 1 to 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 Executive     10/31/96
---------------------      Officer and Director
  Byron O. Pond

/s/ Richard A. Smith     Vice President--Finance,      10/31/96
---------------------      Chief Financial Officer
  Richard A. Smith         and Director

/s/ William M. Lowe, Jr. Controller and Chief          10/31/96
---------------------      Accounting Officer
  William M. Lowe, Jr.

/s/ James K. Baker       Vice Chairman of              10/31/96
---------------------      the Board
  James K. Baker

/s/ V. William Hunt      President and Director        10/31/96
---------------------
  V. William Hunt

/s/ Joseph P. Allen      Director                      10/31/96
---------------------
  Joseph P. Allen

/s/ Steven C. Beering    Director                      10/31/96
---------------------
  Steven C. Beering

/s/ Joseph P. Flannery   Director                      10/31/96
---------------------
  Joseph P. Flannery

/s/ Ivan W. Gorr         Director                      10/31/96
---------------------
  Ivan W. Gorr

/s/ William D. George    Director                      10/31/96
---------------------
  William D. George

---------------------    Director
  Richard W. Hanselman

/s/ Don J. Kacek         Director                      10/31/96
---------------------
  Don J. Kacek

/s/ Frederick R. Meyer   Director                      10/31/96
---------------------
  Frederick R. Meyer

/s/ Arthur R. Velasquez  Director                      10/31/96
---------------------
  Arthur R. Velasquez

                             EXHIBIT INDEX

Exhibit
Number                        Exhibit
---------------------------------------------
    5                    Opinion of Schiff Hardin & Waite,
                         counsel to registrant

   23.1                  Consent of Schiff Hardin & Waite
                         (included in the opinion referred to in
                         Exhibit 5)

   23.2                  Consent of Price Waterhouse LLP