<PAGE>                                                                  

          As filed with the Securities and Exchange Commission on April 10, 1997
                              Registration No. 333-
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                                   ECHLIN INC.
             (Exact name of registrant as specified in its charter)
      Connecticut                                                     06-0330448
(State of incorporation)                                        (I.R.S. Employer
                                                          Identification Number)
                              100 Double Beach Road
                           Branford, Connecticut 06405
                                                               (203-481-5751)
                              (Address,     including  zip code,  and  telephone
                                            number,   including  area  code,  of
                                            registrant's   principal   executive
                                            office)
                        ----------------------------------
            Echlin Inc. 1996 Non-Executive Director Stock Option Plan
                        ----------------------------------
  
                              Jon P. Leckerling
                          Executive Vice President-Administration, 
                          General Counsel and Corporate Secretary
                              100 Double Beach Road
                           Branford, Connecticut 06405
                              (203-481-5751)
  (Name, address, including zip code, and telephone number, including area code,
   of agent for service)
                         ----------------------------------
                           -------------------------------
<TABLE>
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
<CAPTION>
                                  Proposed      Proposed
                                   maximum      maximum              Amount
Title of                Amount    offering      aggregate              of
securities              to be      price        offering           registration
to be registered     registered   per share      price                 fee
--------------------------------------------------------------------------------
<S>                  <C>          <C>           <C>                  <C>          
Common Stock          250,000         (1)        $8,250,000           $2,500
Par value $1.00 per share

</TABLE>
________________________________________________________________________________
(1) Estimated  solely for the purpose of  determining  the  registration  fee in
accordance  with Rule 457(h) under the  Securities  Act of 1933, on the basis of
$_________  the average of the high and low prices for the  Registrant's  Common
Stock  as  reported  on  the  consolidated   transaction  reporting  system  for
securities listed on the New York Stock Exchange on April 9, 1997.
                                                     --------------------------

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


<PAGE>








                                     ECHLIN INC.

                               CROSS REFERENCE SHEET


Item Number and                                                      Caption in
Caption in Form S-8                                                   Prospectus


1.       Plan Information                                  The Stock Option Plan

2.       Registrant Information and                     Incorporation of Certain
         Employee Plan Annual Information                 Documents by Reference





<PAGE>









PROSPECTUS

                                                  250,000 Shares


                                                    ECHLIN INC.



                                                   Common Stock
                                                 ($1.00 Par Value)


                                    Offered as set forth herein pursuant to the
                       Echlin Inc. 1996 Non-Executive Director Stock Option Plan

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


                                   The Common  Stock is  listed  on the New York
                                       Stock  Exchange  under the symbol  "ECH."
                                       The last sale price of the  Common  Stock
                                       on April 9, 1997 was $32.75 per share, as
                                       reported on such stock exchange.

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

                   THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
                      SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
                           COMMISSION NOR HAS THE COMMISSION OR ANY STATE
                                SECURITIES COMMISSION PASSED UPON THE
                                     ACCURACY OR ADEQUACY OF THIS
                                    PROSPECTUS. ANY REPRESENTATION
                                          TO THE CONTRARY IS A
                                             CRIMINAL OFFENSE.
                                  ---------------------------------









                                   The date of this Prospectus is April 10, 1997



<PAGE>



                                               AVAILABLE INFORMATION


         Echlin Inc. ("Echlin" or the "Company") is subject to the informational
requirements  of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance  therewith,  files reports,  proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports,  proxy statements and other  information  concerning the Company can be
inspected  and copied at the public  reference  facilities  of the  Commission's
office at 450 Fifth Street,  N.W.,  Washington,  DC 20549, and at certain of its
Regional  Offices in New York (7 World Trade Center,  13th Floor,  New York, New
York  10048),   and  Chicago  (500  West  Madison  Street,   Chicago,   Illinois
60661-2511).  Copies of such material can be obtained from the Public  Reference
Section of the Commission at 450 Fifth Street,  N.W.,  Washington,  D. C. 20549.
Such  material can also be  inspected  and copied at the offices of the New York
Stock Exchange,  Inc., 20 Broad Street, New York, New York 10005 and The Pacific
Stock Exchange Inc., 618 South Spring Street, Los Angeles, California 90014, and
301  Pine  Street,  San  Francisco,  California  94014.  Additional  information
regarding  the Company and the Common Stock  offered  hereby is contained in the
Registration  Statement on Form S-8 (of which this Prospectus  forms a part) and
the exhibits  relating  thereto,  filed with the Commission under the Securities
Act.  The  Registration  Statement  and any  exhibits  thereto may be  inspected
without  charge at the  offices of the  Commission  at 450 Fifth  Street,  N.W.,
Washington,  DC 20549,  and copies  thereof may be obtained from the  Commission
upon the payment of the prescribed fees.


                                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


         There are  incorporated  herein by reference  the  following  documents
heretofore filed by the Company with the Commission:

                  (a)  Annual  Report on Form  10-K for the  fiscal  year  ended
 August 31, 1996;

                  (b) All other  reports filed since August 31, 1996 to the date
of this Prospectus pursuant to Section 13(a) or 15(d) of the Exchange Act; and

                  (c) Proxy  Statement  dated  November 15, 1996 with respect to
the Annual Meeting of Shareholders held on December 18, 1996.

         All documents filed by the Company  pursuant to Sections 13(a), 13 (c),
14 or 15(d) of the Exchange Act  subsequent to the date of this  Prospectus  and
prior to the  termination of the offering of the Common Stock shall be deemed to
be incorporated by reference into this Prospectus.

         Any  statement  contained  in a document,  all or a portion of which is
incorporated or deemed to be incorporated by reference  herein,  shall be deemed
to be modified or superseded for purposes of the Registration Statement and this
Prospectus  to  the  extent  that a  statement  contained  in  the  Registration
Statement,  this Prospectus,  or any other  subsequently  filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
such  statement  so modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute part of this Prospectus.






         This  Prospectus  incorporates  documents  by  reference  which are not
presented herein or delivered herewith.  The Company will provide without charge
to each person to whom this  Prospectus is  delivered,  upon the written or oral
request  of any such  person,  a copy of any or all of the  documents  which are
incorporated herein by reference (other than exhibits,  unless such exhibits are
specifically incorporated by reference into such documents).  Requests should be
directed  to the  Corporate  Secretary,  Echlin  Inc.,  100 Double  Beach  Road,
Branford,  Connecticut  06405.  Telephone  requests  may be  directed  to  (203)
481-5751.


                                                    THE COMPANY


         Echlin was  incorporated  under  Connecticut law in 1959,  succeeding a
business which had been organized in 1924.  Echlin's principal  executive office
is located at 100 Double Beach Road, Branford,  Connecticut 06405; its telephone
number is 203-481-5751.


                                               THE STOCK OPTION PLAN


     General Plan Information.  At the Annual Meeting held on December 18, 1996,
the  shareowners  of the Company  approved  the Echlin Inc.  1996  Non-Executive
Director Stock Option Plan (the "Plan").

         The following  constitutes a brief description of the material features
of the Plan and is qualified in its entirety by reference to the Plan (a copy of
which is incorporated by reference as an exhibit to the  Registration  Statement
of which this Prospectus forms a part).

         Purpose.  The Plan is designed to maintain  Echlin's ability to attract
and retain the services of experienced and highly  qualified  outside  directors
and to increase the alignment of their interest with the interest of shareowners
in Echlin's continued success.

     Participation. Participation in the Plan is limited to members of the Board
of  Directors  who  are  not  current  employees  of the  Company  or any of its
subsidiaries ("Non-Executive Directors").

         Shares to be Offered. There are 250,000 shares of Common Stock reserved
for issuance  under the Plan.  The Plan  provides  that each year,  on the first
Friday  following the Company's  Annual Meeting of Shareowners,  each individual
elected,  reelected or continuing as a Non-Executive Director will automatically
receive, in consideration for service as a Director, non-qualified stock options
("Options")  on  2,000  shares  of  Common  Stock.  In  addition,  Non-Executive
Directors: serving as committee chairmen receive Options on 500 shares of Common
Stock for each  chairmanship  held;  serving on the  Executive  Committee of the
Board receive Options on 1,000 shares of Common Stock;  serving as Vice Chairman
of the Board  receive  Options on 4,000 shares of Common  Stock;  and serving as
Chairman  of the Board  receive  Options  on 8,000  shares of Common  stock.  In
recognition  of the lengthy and dedicated  service of the current  Non-Executive
Directors, the grant following the 1996 Annual Meeting of Shareowners included a
special initial grant to each Non-Executive  Director of 300 options per year of
service as a director  and 150 Options per year of service as a Board  committee
chairman in addition to the regular grant outlined above for each  Non-Executive
Director who served as a director  during the  Company's  fiscal year 1996.  The
Plan also  provides  that D.  Allan  Bromley,  who  retired  as a  Non-Executive
Director at the 1996 Annual  Meeting of  Shareowners  having reached the Board's
mandatory  retirement  age,  qualified  nonetheless for the 1996 grant under the
Plan. Notwithstanding the foregoing, if, on the first Friday following an Annual
Meeting of Shareowners, the General Counsel of the Company determines, in her or
his sole discretion,  that the Company is in possession of material  undisclosed
information that would prevent it from issuing securities at that time, then the
annual grant of Options to  Non-Executive  Directors will be suspended until the
second  day after the  public  dissemination  of the  information  (or the first
trading day thereafter).  The amount and other terms of the grant will remain as
set forth in the Plan, with the exercise price of the Option to be determined in
accordance with the formula on the date the Option is finally granted.

         Exercise  Price,  Option Period and Payment.  Under the Plan's formula,
the exercise price for Options  granted under the Plan will be the closing price
of the Company's  Common Stock as quoted on the  composite  tape of the New York
Stock Exchange (NYSE) on the date of the grant.  Options become  exercisable one
year from the date of grant and  expire  ten years  from the date of grant  (the
"Option Period").  The exercise price must be paid in cash or in Common Stock of
the Company or any combination of cash and Common Stock.

         Change in Control. Consistent with the Company's 1992 Stock Option Plan
(the "1992  Plan") for  executives  and key  employees,  the Plan  provides if a
majority  of the  Directors  not  participating  under the 1992  Plan  declare a
qualifying  change in control  event (as defined  below) under the 1992 Plan, or
any successor plan thereto,  all then  outstanding  Options under the Plan shall
become immediately exercisable.

         A "change in control event" of the Company is defined as: (i) more than
30 percent of the Company's  outstanding common stock being beneficially held or
acquired  by any  person;  (ii) more than 20 percent of the  outstanding  common
stock being purchased  pursuant to a tender or exchange offer; (iii) the Company
merging  or  consolidating  with or selling  substantially  all of its assets to
another  entity and the Company  not being the  surviving  corporation;  or (iv)
during any two year period,  a majority of individuals  who are Directors of the
Company at the beginning of the period ceasing to be Directors by the end of the
period,  unless the  nomination of each new Director is approved by a two-thirds
majority of those who are Directors at the beginning of the period.

         Cessation of Service. Upon retirement of a Director who is at least age
65 with three or more years of service, a Non-Executive  Director's Options will
continue  to become  exercisable  and must be  exercised  within 60 months  from
retirement.  Upon a Non-Executive  Director's death, Options will continue to be
exercisable by persons  permitted to act under applicable  succession laws; such
legal  representatives  will  then  have 24  months  from  the  date of death to
exercise  Options.  Should  an  individual  cease to  serve  as a  Non-Executive
Director for any reason other than  retirement or death,  he or she will have 30
days within which to exercise  those  options which were  exercisable  as of the
date  he or  she  ceased  to  serve  as a  director.  In  all  cases,  including
retirement, death and other cessation of service as a Non-Executive Director, no
Option may be exercised after the expiration of the applicable Option Period.

         Federal  Income Tax  Consequences.  Under  current law, the grant of an
Option  will not  result in  income  for the  grantee  or in  deduction  for the
Company. The exercise of Options would result in ordinary income for the grantee
and a deduction  for the  Company  measured  by  differences  between the option
exercise  price and the fair market value of the shares  received at the time of
exercise.  The Options are  non-qualified  and do not meet the  requirements  of
Section 422 of the Internal Revenue Code,  relating to employee  incentive stock
options,  nor is the plan qualified under Section 401(a) of the Internal Revenue
Code.

         Resale Restrictions. Shares of Common Stock purchased under the Plan by
an  "affiliate"  of Echlin,  as defined in Rule 405 under the  Securities Act of
1933 (the  "Securities  Act"),  may be sold only  pursuant  to (a) an  effective
prospectus  meeting the  requirements  of the  Securities Act for the reoffer of
such shares, (b) Rule 144 under the Securities Act, or (c) an exemption from the
registration  requirements of the Securities Act. An "affiliate" is a person who
controls or is controlled by the Company, directly or indirectly, or is a member
of a controlling group. Shares purchased by non-affiliates may be resold without
restriction.

         Other  Information.  The  Plan  became  effective  on  approval  of the
Company's  shareowners  and will  terminate,  for  purposes of granting  further
options,  ten years after its effective  date. The Plan is  administered  by the
Chairman  of the  Board  who is  authorized  to  interpret  the  Plan but has no
discretion  with respect to the selection of directors to receive  options,  the
number  of  shares  subject  to the  Plan or to each  grant  thereunder,  or the
purchase  price for shares  subject to option.  The Chairman has no authority to
materially increase the benefits of the Plan. The Board may suspend or terminate
the Plan or revise and amend it. However, any revision or amendment that changes
the  selection or  eligibility  of directors to receive  options,  the number of
shares  subject to the Plan or to any option,  or the purchase  price for shares
subject to option or that  materially  increase  benefits  under the Plan,  will
require approval of the Company's shareowners.


                                           DESCRIPTION OF CAPITAL STOCK


         Echlin's  authorized  capital stock consists of  150,000,000  shares of
Common Stock,  par value $1 per share,  and 1,000,000 shares of Preferred Stock,
without par value.  None of the shares of the  Preferred  Stock has been issued.
The  Preferred  Stock may be issued in series from time to time as determined by
the Board of Directors of the Company,  who are empowered,  for each series,  to
fix the dividend rate, redemption provisions,  liquidation  privileges,  sinking
fund  provisions,  voting powers and any conversion  rights.  When any shares of
Preferred  Stock are  outstanding,  dividends may be payable  thereon at a fixed
dividend  rate before  dividends can be paid on  outstanding  shares of Echlin's
Common Stock.  On dissolution,  liquidation or winding-up of Echlin,  holders of
Preferred Stock may be entitled to receive a stipulated liquidation price before
any  distribution  could be made to the holders of the Common Stock. The Company
presently  has no plans,  arrangements  or  understandings  with  respect to the
issuance of any of the  Preferred  Stock (other than  pursuant to the  Preferred
Stock purchase rights described below).

         Each share of Common  Stock is entitled to one vote and to dividends as
declared by the Board of Directors. Upon liquidation, each share of Common Stock
is entitled to an equal share in all of the assets of the Company, after payment
of creditors  and holders of Preferred  Stock,  if any.  There are no preemptive
rights and no conversion,  redemption or sinking fund  privileges and all shares
of Common Stock outstanding are fully paid and non-assessable.

         Under the terms of a shareholder  rights plan approved by the Company's
Board  of  Directors  in June  1989  ("Echlin's  Shareholder  Rights  Plan"),  a
Preferred Stock purchase right ("Right") is attached to and automatically trades
with each outstanding share of Common Stock.

         The Rights,  which are redeemable,  will become exercisable only in the
event  that any  person or group  becomes a holder of 20  percent or more of the
Company's  Common  Stock,  or  commences a tender or exchange  offer  which,  if
consummated,  would result in that person or group owning at least 20 percent of
the Common  Stock.  Once the Rights  become  exercisable  they entitle all other
shareholders to purchase,  by payment of a $65 exercise price, Common Stock (or,
in  certain  circumstances,  other  consideration)  with a value  of  twice  the
exercise  price.  In  addition,  at any  time  after a 20  percent  position  is
acquired,  the Board of Directors may, at its option,  require each  outstanding
Right (other than Rights held by the acquiring  person or group) to be exchanged
for one share of Common Stock or its equivalent.  The Rights will expire on June
30, 1999 unless redeemed or exchanged earlier.

         The transfer  agent and registrar for the Common Stock and Rights Agent
under  Echlin's  Shareholder  Rights  Plan is Boston  EquiServe,  L.P.,  Boston,
Massachusetts.

         The Common Stock is listed on the New York Stock Exchange,  The Pacific
Stock Exchange and the International Stock Exchange in London.


                                                  LEGAL OPINIONS


         The  legality  of the Shares  offered  hereby  will be passed  upon for
Echlin by Jon P.  Leckerling,  Esq.,  Executive  Vice  President-Administration,
General Counsel and Corporate Secretary of Echlin.



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


   No person has been authorized to give any information or    
   to make any representations other than those contained
   in this Prospectus and, if given or made, such
   information or representations must not be relied upon
   as having been authorized by the Company.


<TABLE>
                       TABLE OF CONTENTS
<S>                              <S>

   Available Information ......... 2
                                                             
   Incorporation of Certain
   Documents by Reference ........ 2

   The Company ................... 3

   The Stock Option Plan ......... 3

   Description of Capital Stock .. 5
                                                 
   Legal Opinions ................ 6
</TABLE>


   This Prospectus does not constitute an offer to sell or
   a solicitation of an offer to buy any securities other
   than the  Common  Stock to which it  relates,  or an offer  __________  to or
   solicitation  of any  person  in any  jurisdiction  in  which  such  offer or
   solicitation would be unlawful. The PROSPECTUS delivery of this Prospectus at
   any time does not imply __________ that this information herein is correct as
   of any time subsequent to its date.


<PAGE>

250,000 Shares

ECHLIN INC.

Common Stock

April 10, 1997



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




<PAGE>

















                                                        PART II


                                         INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.  Incorporation of Documents by Reference


         Reference  is  made  to the  "Incorporation  of  Certain  Documents  by
Reference" in the Prospectus comprising a part of this Registration Statement.


Item 4.  Description of Securities


         Reference is made to  "Description  of Capital Stock" in the Prospectus
comprising a part of this Registration Statement.


Item 5.  Interests of Named Experts and Counsel


         Reference is made to "Legal  Opinions" in the  Prospectus  comprising a
part of this Registration Statement.


Item 6.  Indemnification of Directors and Officers


         Connecticut  by statute  provides  for  indemnification  of  directors,
officers,  shareholders,  employees  and  agents of a  corporation.  Under  Sec.
33-320a of the Connecticut  Stock  Corporation Act (the "Act"), a corporation is
required  to  indemnify  a director  against  judgments  and other  expenses  of
litigation  when he is sued by reason of his being a director in any  proceeding
brought, other than on behalf of the corporation, if the director:

                           (1) is successful on the merits in defense, or

                           (2) acted in good  faith  and in a manner  reasonably
 believed to be in the best interests of the corporation, or

                           (3)  in a  criminal  action  or  proceeding,  has  no
 reasonable cause to believe his conduct was unlawful.

         In a  proceeding  brought  on behalf  of a  corporation  (a  derivative
action),  a director  is  entitled  to be  indemnified  by the  corporation  for
reasonable  expenses of litigation,  if the director is finally  adjudged not to
have breached his duty to the corporation.  In addition,  a director is entitled
to indemnification  for both derivative and non-derivative  actions,  if a court
determines,  upon  application,  that the  director  is  fairly  and  reasonably
entitled to be indemnified.

         A Connecticut  corporation may not provide for  indemnification  in any
manner  inconsistent  with  the  statutory  indemnification  provisions  (which,
however,  expressly allow a corporation to procure  insurance  providing greater
indemnification.)



         The Registrant  maintains a directors and officers liability  insurance
policy which insures the Registrant's  directors and officers against claims and
liabilities  arising out of  negligent  errors or omissions in the course of the
performance of their official duties,  including claims and liabilities  arising
under  the  securities  laws of the  United  States  and  states  of  applicable
jurisdiction. Fraudulent and willful acts are excluded.





         The  Registrant's  Certificate of  Incorporation  provides by amendment
that a person who is or was a director of the corporation shall have no personal
liability to the corporation or its  shareholders  for monetary  damages for any
breach of duty in such  capacity in excess of the  compensation  received by the
director for serving the corporation during the year of violation.

         The amendment was adopted to implement changes to Section 33-290 of the
Act,  effective  October 1, 1989.  Under this  change in the law, a  Connecticut
corporation  may amend its  Certificate of  Incorporation  to limit the personal
liability of  directors  to the  corporation  or its  shareholders  for monetary
damages for breach of duty in their capacity as directors.

         The  limitation  may not be to an  amount  less  than the  compensation
received by the  director  for serving  the  corporation  during the year of the
violation and director liability cannot be limited if the violation:

                           (1) involved a knowing and culpable  violation of law
 by the director;

                           (2) enabled the  director or an  associate to receive
 an improper personal economic gain;

                           (3)  showed  a lack of  good  faith  and a  conscious
 disregard for the duty of the director to the corporation  under  circumstances
 in which the  director  was aware  that his  conduct  or  omission  created  an
 unjustifiable risk of serious injury to the corporation;

                           (4) constituted a sustained and unexcused  pattern of
 inattention  that  amounted  to an  abdication  of the  director's  duty to the
 corporation; or

                           (5) created a liability under Section  33-321,  which
 relates to directors who vote for any  distribution  of assets of a corporation
 to its shareholders in violation of the Act. ------------------------


Item 7.  Exemption from Registration Claimed


         Not applicable.


Item 8.  Exhibits


         4(a) -By-Laws,  as amended,  filed as Exhibit 3(ii) to Echlin's  Annual
Report on Form 10-K for the fiscal year ended August 31, 1996,  is  incorporated
herein by reference.

         4(b)  -Certificate  of  Incorporation,  filed as  Exhibit  3(3)(ii)  to
Echlin's  Annual  Report on Form 10-K for the fiscal year ended August 31, 1987,
is incorporated herein by reference.

         4(c)   -Certificate   of   Amendment   amending  the   Certificate   of
Incorporation  to Establish Series A Cumulative  Participating  Preferred Stock,
filed as Exhibit 3(3)(iii) to Echlin's Annual Report on Form 10-K for the fiscal
year ended August 31, 1989, is incorporated herein by reference.

         4(d)   -Certificate   of  Amendment,   amending  the   Certificate   of
Incorporation,  to limit the liability of directors  for monetary  damages under
certain circumstances,  filed as Item 2 to Echlin's 1989 Annual Proxy Statement,
is incorporated herein by reference.

         4(e) -Rights  Agreement,  dated as of June 21, 1989, between Echlin and
the Connecticut  Bank and Trust Company,  N.A., as Rights Agent,  which includes
the form of Amendment to the company's  Certificate of  Incorporation as Exhibit
A, the form of Rights  Certificate  as  Exhibit B and the  Summary  of Rights to
Purchase  Preferred  Stock as Exhibit C, filed as Exhibit 1 to Echlin's  Current
Report on Form 8-K dated June 21, 1989, is incorporated herein by reference.

         4(f)  -Successor  Rights Agent  Agreement  between Echlin and The First
National  Bank of  Boston  appointing  The  First  National  Bank of  Boston  as
successor Rights Agent to replace the Connecticut  Bank and Trust Company,  N.A.
as Rights  Agent,  filed as Exhibit  3(3)(iv) to Echlin's  Annual Report on Form
10-K for the  fiscal  year ended  August 31,  1990,  is  incorporated  herein by
reference.

         4(g) -Echlin Inc. 1996 Non-Executive  Director Stock Option Plan, filed
 as Appendix A to Echlin's Proxy  Statement  mailed to  shareholders on November
 15, 1996, is incorporated herein by reference.

         5. -Opinion of Jon P. Leckerling, Esq. as to the legality of the Common
 Stock being offered under this Registration Statement.

         24(a) -Consent of Price Waterhouse LLP.

         24(b) -Consent of Counsel. (Included in Exhibit 5 hereto).

         25. -Powers of Attorney. (Included on the signature page hereto).


Item 9.  Undertakings


         The undersigned Registrant hereby undertakes:

         (a) (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, as amended (the "Securities Act");

         (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;

         (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 information  required to be included in a post-effective  amendment
by those  paragraphs  is  contained  in  periodic  reports  filed by the Company
pursuant to section 13 or section 15(d) of the Securities  Exchange Act of 1934,
as amended  (the  "Exchange  Act"),  that are  incorporated  by reference in the
Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment any of the  securities  which remain unsold at the  termination of the
offering.

         (b)  That,  for  purposes  of  determining   any  liability  under  the
Securities Act of 1933, as amended (the  "Securities  Act"),  each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange Act of 1934, as amended (the  "Exchange  Act") (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d) of the  Exchange  Act) 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.

         (c)  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  Securities  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
Securities 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 a Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Branford, Connecticut, on the 9th day of April, 1997.


                                                              ECHLIN INC.


                                                   By:      /s/ Larry W. McCurdy
                                                     ---------------------------
                                                              Larry W. McCurdy
                                           President and Chief Executive Officer


                                                   POWER OF ATTORNEY


         The  undersigned  directors  and  officers  of  Echlin  Inc.  do hereby
constitute and appoint Jon P.  Leckerling and Edward D. Toole or either of them,
our true and  lawful  attorneys-in-fact  and  agents  to do any and all acts and
things in our name and behalf in our  capacities as directors and officers,  and
to execute  any and all  instruments  for us and in our names in the  capacities
indicated  below which such person or persons may deem necessary or advisable to
enable Echlin Inc. to comply with the  Securities  Act of 1933, as amended,  and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission,   in  connection  with  this   Registration   Statement,   including
specifically,  but not limited to, power and authority to sign for us, or any of
us,  in the  capacities  indicated  below  any  and  all  amendments  (including
post-effective  amendments)  hereto and we do hereby ratify and confirm all that
such person or persons shall do or cause to be done by virtue hereof.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement  has been signed by the  following  persons in the
capacities* indicated on the 9th day of April, 1997.




         Name                                                          Title

Principal Executive Officer:


/s/ Larry W. McCurdy
-----------------------------
Larry W. McCurdy                                   President and Chief Executive
                                                               Officer; Director


Principal Financial Officer:


/s/ Joseph A. Onorato
-----------------------------
Joseph A. Onorato                                       Vice President and Chief
                                                               Financial Officer


Principal Accounting Officer:


/s/ Kenneth T. Flynn, Jr.
-----------------------------
Kenneth T. Flynn, Jr.                                Vice President - Controller


/s/ John F. Creamer, Jr.
-----------------------------
John F. Creamer, Jr.                              Vice Chairman of the Board and
                                                              Director


/s/ Milton P. DeVane
-----------------------------
Milton P. DeVane                                              Director


/s/ John E. Echlin, Jr.
-----------------------------
John E. Echlin, Jr.                                           Director


/s/ John F. Gustafson
-----------------------------
John F. Gustafson                                             Director


/s/ Donald C. Jensen
-----------------------------
Donald C. Jensen                                              Director


/s/ Trevor O. Jones
-----------------------------
Trevor O. Jones                               Chairman of the Board and Director


/s/ Frederick J. Mancheski
-----------------------------
Frederick J. Mancheski                                        Director


/s/ Phillip S. Myers
-----------------------------
Phillip S. Myers                                              Director


/s/ William P. Nusbaum
-----------------------------
William P. Nusbaum                                            Director


/s/ Jerome G. Rivard
-----------------------------
Jerome G. Rivard                                              Director


                                          EXHIBIT INDEX


Exhibit
   No.                                      Description


5.       -Opinion of Jon P. Leckerling, Esq. as to the legality of the Common
          Stock being offered under this Registration Statement.

24(a)    -Consent of Price Waterhouse LLP.

24(b)    -Consent of Counsel. (Included in Exhibit 5 hereto).

25.      -Powers of Attorney. (Included on the signature page hereto).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 39405}]
{"company-data": {"conformed-name": "ECHLIN INC", "cik": "0000031348", "assigned-sic": "3714", "irs-number": "060330448", "state-of-incorporation": "CT", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24945", "film-number": "97578368"}, "business-address": {"street1": "100 DOUBLE BEACH RD", "city": "BRANFORD", "state": "CT", "zip": "06405", "phone": "2034815751"}, "mail-address": {"street1": "100 DOUBLE BEACH ROAD", "city": "BRANFORD", "state": "CT", "zip": "06405"}, "former-company": {"former-conformed-name": "ECHLIN MANUFACTURING CO", "date-changed": "19820602"}}
As filed with the Securities and Exchange Commission on April 10, 1997
                              Registration No. 333-
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                                   ECHLIN INC.
             (Exact name of registrant as specified in its charter)
      Connecticut                                                     06-0330448
(State of incorporation)                                        (I.R.S. Employer
                                                          Identification Number)
                              100 Double Beach Road
                           Branford, Connecticut 06405
                                                               (203-481-5751)
                              (Address,     including  zip code,  and  telephone
                                            number,   including  area  code,  of
                                            registrant's   principal   executive
                                            office)
                        ----------------------------------
            Echlin Inc. 1996 Non-Executive Director Stock Option Plan
                        ----------------------------------
  
                              Jon P. Leckerling
                          Executive Vice President-Administration, 
                          General Counsel and Corporate Secretary
                              100 Double Beach Road
                           Branford, Connecticut 06405
                              (203-481-5751)
  (Name, address, including zip code, and telephone number, including area code,
   of agent for service)
                         ----------------------------------
                           -------------------------------

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Proposed      Proposed
                                   maximum      maximum              Amount
Title of                Amount    offering      aggregate              of
securities              to be      price        offering           registration
to be registered     registered   per share      price                 fee
--------------------------------------------------------------------------------
Common Stock          250,000         (1)        $8,250,000           $2,500
Par value $1.00 per share
________________________________________________________________________________
(1) Estimated  solely for the purpose of  determining  the  registration  fee in
accordance  with Rule 457(h) under the  Securities  Act of 1933, on the basis of
$_________  the average of the high and low prices for the  Registrant's  Common
Stock  as  reported  on  the  consolidated   transaction  reporting  system  for
securities listed on the New York Stock Exchange on April 9, 1997.
                                                     --------------------------

--------------------------------------------------------------------------------
ECHLIN INC.

                               CROSS REFERENCE SHEET

Item Number and                                                      Caption in
Caption in Form S-8                                                   Prospectus

1.       Plan Information                                  The Stock Option Plan

2.       Registrant Information and                     Incorporation of Certain
         Employee Plan Annual Information                 Documents by Reference
PROSPECTUS

                                                  250,000 Shares

                                                    ECHLIN INC.

                                                   Common Stock
                                                 ($1.00 Par Value)

                                    Offered as set forth herein pursuant to the
                       Echlin Inc. 1996 Non-Executive Director Stock Option Plan

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

                                   The Common  Stock is  listed  on the New York
                                       Stock  Exchange  under the symbol  "ECH."
                                       The last sale price of the  Common  Stock
                                       on April 9, 1997 was $32.75 per share, as
                                       reported on such stock exchange.

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

                   THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
                      SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
                           COMMISSION NOR HAS THE COMMISSION OR ANY STATE
                                SECURITIES COMMISSION PASSED UPON THE
                                     ACCURACY OR ADEQUACY OF THIS
                                    PROSPECTUS. ANY REPRESENTATION
                                          TO THE CONTRARY IS A
                                             CRIMINAL OFFENSE.
                                  ---------------------------------

                                   The date of this Prospectus is April 10, 1997
AVAILABLE INFORMATION

         Echlin Inc. ("Echlin" or the "Company") is subject to the informational
requirements  of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance  therewith,  files reports,  proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports,  proxy statements and other  information  concerning the Company can be
inspected  and copied at the public  reference  facilities  of the  Commission's
office at 450 Fifth Street,  N.W.,  Washington,  DC 20549, and at certain of its
Regional  Offices in New York (7 World Trade Center,  13th Floor,  New York, New
York  10048),   and  Chicago  (500  West  Madison  Street,   Chicago,   Illinois
60661-2511).  Copies of such material can be obtained from the Public  Reference
Section of the Commission at 450 Fifth Street,  N.W.,  Washington,  D. C. 20549.
Such  material can also be  inspected  and copied at the offices of the New York
Stock Exchange,  Inc., 20 Broad Street, New York, New York 10005 and The Pacific
Stock Exchange Inc., 618 South Spring Street, Los Angeles, California 90014, and
301  Pine  Street,  San  Francisco,  California  94014.  Additional  information
regarding  the Company and the Common Stock  offered  hereby is contained in the
Registration  Statement on Form S-8 (of which this Prospectus  forms a part) and
the exhibits  relating  thereto,  filed with the Commission under the Securities
Act.  The  Registration  Statement  and any  exhibits  thereto may be  inspected
without  charge at the  offices of the  Commission  at 450 Fifth  Street,  N.W.,
Washington,  DC 20549,  and copies  thereof may be obtained from the  Commission
upon the payment of the prescribed fees.

                                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         There are  incorporated  herein by reference  the  following  documents
heretofore filed by the Company with the Commission:

                  (a)  Annual  Report on Form  10-K for the  fiscal  year  ended
 August 31, 1996;

                  (b) All other  reports filed since August 31, 1996 to the date
of this Prospectus pursuant to Section 13(a) or 15(d) of the Exchange Act; and

                  (c) Proxy  Statement  dated  November 15, 1996 with respect to
the Annual Meeting of Shareholders held on December 18, 1996.

         All documents filed by the Company  pursuant to Sections 13(a), 13 (c),
14 or 15(d) of the Exchange Act  subsequent to the date of this  Prospectus  and
prior to the  termination of the offering of the Common Stock shall be deemed to
be incorporated by reference into this Prospectus.

         Any  statement  contained  in a document,  all or a portion of which is
incorporated or deemed to be incorporated by reference  herein,  shall be deemed
to be modified or superseded for purposes of the Registration Statement and this
Prospectus  to  the  extent  that a  statement  contained  in  the  Registration
Statement,  this Prospectus,  or any other  subsequently  filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
such  statement  so modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute part of this Prospectus.

         This  Prospectus  incorporates  documents  by  reference  which are not
presented herein or delivered herewith.  The Company will provide without charge
to each person to whom this  Prospectus is  delivered,  upon the written or oral
request  of any such  person,  a copy of any or all of the  documents  which are
incorporated herein by reference (other than exhibits,  unless such exhibits are
specifically incorporated by reference into such documents).  Requests should be
directed  to the  Corporate  Secretary,  Echlin  Inc.,  100 Double  Beach  Road,
Branford,  Connecticut  06405.  Telephone  requests  may be  directed  to  (203)
481-5751.

                                                    THE COMPANY

         Echlin was  incorporated  under  Connecticut law in 1959,  succeeding a
business which had been organized in 1924.  Echlin's principal  executive office
is located at 100 Double Beach Road, Branford,  Connecticut 06405; its telephone
number is 203-481-5751.

                                               THE STOCK OPTION PLAN

     General Plan Information.  At the Annual Meeting held on December 18, 1996,
the  shareowners  of the Company  approved  the Echlin Inc.  1996  Non-Executive
Director Stock Option Plan (the "Plan").

         The following  constitutes a brief description of the material features
of the Plan and is qualified in its entirety by reference to the Plan (a copy of
which is incorporated by reference as an exhibit to the  Registration  Statement
of which this Prospectus forms a part).

         Purpose.  The Plan is designed to maintain  Echlin's ability to attract
and retain the services of experienced and highly  qualified  outside  directors
and to increase the alignment of their interest with the interest of shareowners
in Echlin's continued success.

     Participation. Participation in the Plan is limited to members of the Board
of  Directors  who  are  not  current  employees  of the  Company  or any of its
subsidiaries ("Non-Executive Directors").

         Shares to be Offered. There are 250,000 shares of Common Stock reserved
for issuance  under the Plan.  The Plan  provides  that each year,  on the first
Friday  following the Company's  Annual Meeting of Shareowners,  each individual
elected,  reelected or continuing as a Non-Executive Director will automatically
receive, in consideration for service as a Director, non-qualified stock options
("Options")  on  2,000  shares  of  Common  Stock.  In  addition,  Non-Executive
Directors: serving as committee chairmen receive Options on 500 shares of Common
Stock for each  chairmanship  held;  serving on the  Executive  Committee of the
Board receive Options on 1,000 shares of Common Stock;  serving as Vice Chairman
of the Board  receive  Options on 4,000 shares of Common  Stock;  and serving as
Chairman  of the Board  receive  Options  on 8,000  shares of Common  stock.  In
recognition  of the lengthy and dedicated  service of the current  Non-Executive
Directors, the grant following the 1996 Annual Meeting of Shareowners included a
special initial grant to each Non-Executive  Director of 300 options per year of
service as a director  and 150 Options per year of service as a Board  committee
chairman in addition to the regular grant outlined above for each  Non-Executive
Director who served as a director  during the  Company's  fiscal year 1996.  The
Plan also  provides  that D.  Allan  Bromley,  who  retired  as a  Non-Executive
Director at the 1996 Annual  Meeting of  Shareowners  having reached the Board's
mandatory  retirement  age,  qualified  nonetheless for the 1996 grant under the
Plan. Notwithstanding the foregoing, if, on the first Friday following an Annual
Meeting of Shareowners, the General Counsel of the Company determines, in her or
his sole discretion,  that the Company is in possession of material  undisclosed
information that would prevent it from issuing securities at that time, then the
annual grant of Options to  Non-Executive  Directors will be suspended until the
second  day after the  public  dissemination  of the  information  (or the first
trading day thereafter).  The amount and other terms of the grant will remain as
set forth in the Plan, with the exercise price of the Option to be determined in
accordance with the formula on the date the Option is finally granted.

         Exercise  Price,  Option Period and Payment.  Under the Plan's formula,
the exercise price for Options  granted under the Plan will be the closing price
of the Company's  Common Stock as quoted on the  composite  tape of the New York
Stock Exchange (NYSE) on the date of the grant.  Options become  exercisable one
year from the date of grant and  expire  ten years  from the date of grant  (the
"Option Period").  The exercise price must be paid in cash or in Common Stock of
the Company or any combination of cash and Common Stock.

         Change in Control. Consistent with the Company's 1992 Stock Option Plan
(the "1992  Plan") for  executives  and key  employees,  the Plan  provides if a
majority  of the  Directors  not  participating  under the 1992  Plan  declare a
qualifying  change in control  event (as defined  below) under the 1992 Plan, or
any successor plan thereto,  all then  outstanding  Options under the Plan shall
become immediately exercisable.

         A "change in control event" of the Company is defined as: (i) more than
30 percent of the Company's  outstanding common stock being beneficially held or
acquired  by any  person;  (ii) more than 20 percent of the  outstanding  common
stock being purchased  pursuant to a tender or exchange offer; (iii) the Company
merging  or  consolidating  with or selling  substantially  all of its assets to
another  entity and the Company  not being the  surviving  corporation;  or (iv)
during any two year period,  a majority of individuals  who are Directors of the
Company at the beginning of the period ceasing to be Directors by the end of the
period,  unless the  nomination of each new Director is approved by a two-thirds
majority of those who are Directors at the beginning of the period.

         Cessation of Service. Upon retirement of a Director who is at least age
65 with three or more years of service, a Non-Executive  Director's Options will
continue  to become  exercisable  and must be  exercised  within 60 months  from
retirement.  Upon a Non-Executive  Director's death, Options will continue to be
exercisable by persons  permitted to act under applicable  succession laws; such
legal  representatives  will  then  have 24  months  from  the  date of death to
exercise  Options.  Should  an  individual  cease to  serve  as a  Non-Executive
Director for any reason other than  retirement or death,  he or she will have 30
days within which to exercise  those  options which were  exercisable  as of the
date  he or  she  ceased  to  serve  as a  director.  In  all  cases,  including
retirement, death and other cessation of service as a Non-Executive Director, no
Option may be exercised after the expiration of the applicable Option Period.

         Federal  Income Tax  Consequences.  Under  current law, the grant of an
Option  will not  result in  income  for the  grantee  or in  deduction  for the
Company. The exercise of Options would result in ordinary income for the grantee
and a deduction  for the  Company  measured  by  differences  between the option
exercise  price and the fair market value of the shares  received at the time of
exercise.  The Options are  non-qualified  and do not meet the  requirements  of
Section 422 of the Internal Revenue Code,  relating to employee  incentive stock
options,  nor is the plan qualified under Section 401(a) of the Internal Revenue
Code.

         Resale Restrictions. Shares of Common Stock purchased under the Plan by
an  "affiliate"  of Echlin,  as defined in Rule 405 under the  Securities Act of
1933 (the  "Securities  Act"),  may be sold only  pursuant  to (a) an  effective
prospectus  meeting the  requirements  of the  Securities Act for the reoffer of
such shares, (b) Rule 144 under the Securities Act, or (c) an exemption from the
registration  requirements of the Securities Act. An "affiliate" is a person who
controls or is controlled by the Company, directly or indirectly, or is a member
of a controlling group. Shares purchased by non-affiliates may be resold without
restriction.

         Other  Information.  The  Plan  became  effective  on  approval  of the
Company's  shareowners  and will  terminate,  for  purposes of granting  further
options,  ten years after its effective  date. The Plan is  administered  by the
Chairman  of the  Board  who is  authorized  to  interpret  the  Plan but has no
discretion  with respect to the selection of directors to receive  options,  the
number  of  shares  subject  to the  Plan or to each  grant  thereunder,  or the
purchase  price for shares  subject to option.  The Chairman has no authority to
materially increase the benefits of the Plan. The Board may suspend or terminate
the Plan or revise and amend it. However, any revision or amendment that changes
the  selection or  eligibility  of directors to receive  options,  the number of
shares  subject to the Plan or to any option,  or the purchase  price for shares
subject to option or that  materially  increase  benefits  under the Plan,  will
require approval of the Company's shareowners.

                                           DESCRIPTION OF CAPITAL STOCK

         Echlin's  authorized  capital stock consists of  150,000,000  shares of
Common Stock,  par value $1 per share,  and 1,000,000 shares of Preferred Stock,
without par value.  None of the shares of the  Preferred  Stock has been issued.
The  Preferred  Stock may be issued in series from time to time as determined by
the Board of Directors of the Company,  who are empowered,  for each series,  to
fix the dividend rate, redemption provisions,  liquidation  privileges,  sinking
fund  provisions,  voting powers and any conversion  rights.  When any shares of
Preferred  Stock are  outstanding,  dividends may be payable  thereon at a fixed
dividend  rate before  dividends can be paid on  outstanding  shares of Echlin's
Common Stock.  On dissolution,  liquidation or winding-up of Echlin,  holders of
Preferred Stock may be entitled to receive a stipulated liquidation price before
any  distribution  could be made to the holders of the Common Stock. The Company
presently  has no plans,  arrangements  or  understandings  with  respect to the
issuance of any of the  Preferred  Stock (other than  pursuant to the  Preferred
Stock purchase rights described below).

         Each share of Common  Stock is entitled to one vote and to dividends as
declared by the Board of Directors. Upon liquidation, each share of Common Stock
is entitled to an equal share in all of the assets of the Company, after payment
of creditors  and holders of Preferred  Stock,  if any.  There are no preemptive
rights and no conversion,  redemption or sinking fund  privileges and all shares
of Common Stock outstanding are fully paid and non-assessable.

         Under the terms of a shareholder  rights plan approved by the Company's
Board  of  Directors  in June  1989  ("Echlin's  Shareholder  Rights  Plan"),  a
Preferred Stock purchase right ("Right") is attached to and automatically trades
with each outstanding share of Common Stock.

         The Rights,  which are redeemable,  will become exercisable only in the
event  that any  person or group  becomes a holder of 20  percent or more of the
Company's  Common  Stock,  or  commences a tender or exchange  offer  which,  if
consummated,  would result in that person or group owning at least 20 percent of
the Common  Stock.  Once the Rights  become  exercisable  they entitle all other
shareholders to purchase,  by payment of a $65 exercise price, Common Stock (or,
in  certain  circumstances,  other  consideration)  with a value  of  twice  the
exercise  price.  In  addition,  at any  time  after a 20  percent  position  is
acquired,  the Board of Directors may, at its option,  require each  outstanding
Right (other than Rights held by the acquiring  person or group) to be exchanged
for one share of Common Stock or its equivalent.  The Rights will expire on June
30, 1999 unless redeemed or exchanged earlier.

         The transfer  agent and registrar for the Common Stock and Rights Agent
under  Echlin's  Shareholder  Rights  Plan is Boston  EquiServe,  L.P.,  Boston,
Massachusetts.

         The Common Stock is listed on the New York Stock Exchange,  The Pacific
Stock Exchange and the International Stock Exchange in London.

                                                  LEGAL OPINIONS

         The  legality  of the Shares  offered  hereby  will be passed  upon for
Echlin by Jon P.  Leckerling,  Esq.,  Executive  Vice  President-Administration,
General Counsel and Corporate Secretary of Echlin.

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

   No person has been authorized to give any information or    
   to make any representations other than those contained
   in this Prospectus and, if given or made, such
   information or representations must not be relied upon
   as having been authorized by the Company.

                       TABLE OF CONTENTS
Available Information ......... 2
                                                             
   Incorporation of Certain
   Documents by Reference ........ 2

   The Company ................... 3

   The Stock Option Plan ......... 3

   Description of Capital Stock .. 5
                                                 
   Legal Opinions ................ 6
This Prospectus does not constitute an offer to sell or
   a solicitation of an offer to buy any securities other
   than the  Common  Stock to which it  relates,  or an offer  __________  to or
   solicitation  of any  person  in any  jurisdiction  in  which  such  offer or
   solicitation would be unlawful. The PROSPECTUS delivery of this Prospectus at
   any time does not imply __________ that this information herein is correct as
   of any time subsequent to its date.
250,000 Shares

ECHLIN INC.

Common Stock

April 10, 1997

--------------------------------
PART II

                                         INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference

         Reference  is  made  to the  "Incorporation  of  Certain  Documents  by
Reference" in the Prospectus comprising a part of this Registration Statement.

Item 4.  Description of Securities

         Reference is made to  "Description  of Capital Stock" in the Prospectus
comprising a part of this Registration Statement.

Item 5.  Interests of Named Experts and Counsel

         Reference is made to "Legal  Opinions" in the  Prospectus  comprising a
part of this Registration Statement.

Item 6.  Indemnification of Directors and Officers

         Connecticut  by statute  provides  for  indemnification  of  directors,
officers,  shareholders,  employees  and  agents of a  corporation.  Under  Sec.
33-320a of the Connecticut  Stock  Corporation Act (the "Act"), a corporation is
required  to  indemnify  a director  against  judgments  and other  expenses  of
litigation  when he is sued by reason of his being a director in any  proceeding
brought, other than on behalf of the corporation, if the director:

                           (1) is successful on the merits in defense, or

                           (2) acted in good  faith  and in a manner  reasonably
 believed to be in the best interests of the corporation, or

                           (3)  in a  criminal  action  or  proceeding,  has  no
 reasonable cause to believe his conduct was unlawful.

         In a  proceeding  brought  on behalf  of a  corporation  (a  derivative
action),  a director  is  entitled  to be  indemnified  by the  corporation  for
reasonable  expenses of litigation,  if the director is finally  adjudged not to
have breached his duty to the corporation.  In addition,  a director is entitled
to indemnification  for both derivative and non-derivative  actions,  if a court
determines,  upon  application,  that the  director  is  fairly  and  reasonably
entitled to be indemnified.

         A Connecticut  corporation may not provide for  indemnification  in any
manner  inconsistent  with  the  statutory  indemnification  provisions  (which,
however,  expressly allow a corporation to procure  insurance  providing greater
indemnification.)

         The Registrant  maintains a directors and officers liability  insurance
policy which insures the Registrant's  directors and officers against claims and
liabilities  arising out of  negligent  errors or omissions in the course of the
performance of their official duties,  including claims and liabilities  arising
under  the  securities  laws of the  United  States  and  states  of  applicable
jurisdiction. Fraudulent and willful acts are excluded.

         The  Registrant's  Certificate of  Incorporation  provides by amendment
that a person who is or was a director of the corporation shall have no personal
liability to the corporation or its  shareholders  for monetary  damages for any
breach of duty in such  capacity in excess of the  compensation  received by the
director for serving the corporation during the year of violation.

         The amendment was adopted to implement changes to Section 33-290 of the
Act,  effective  October 1, 1989.  Under this  change in the law, a  Connecticut
corporation  may amend its  Certificate of  Incorporation  to limit the personal
liability of  directors  to the  corporation  or its  shareholders  for monetary
damages for breach of duty in their capacity as directors.

         The  limitation  may not be to an  amount  less  than the  compensation
received by the  director  for serving  the  corporation  during the year of the
violation and director liability cannot be limited if the violation:

                           (1) involved a knowing and culpable  violation of law
 by the director;

                           (2) enabled the  director or an  associate to receive
 an improper personal economic gain;

                           (3)  showed  a lack of  good  faith  and a  conscious
 disregard for the duty of the director to the corporation  under  circumstances
 in which the  director  was aware  that his  conduct  or  omission  created  an
 unjustifiable risk of serious injury to the corporation;

                           (4) constituted a sustained and unexcused  pattern of
 inattention  that  amounted  to an  abdication  of the  director's  duty to the
 corporation; or

                           (5) created a liability under Section  33-321,  which
 relates to directors who vote for any  distribution  of assets of a corporation
 to its shareholders in violation of the Act. ------------------------

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         4(a) -By-Laws,  as amended,  filed as Exhibit 3(ii) to Echlin's  Annual
Report on Form 10-K for the fiscal year ended August 31, 1996,  is  incorporated
herein by reference.

         4(b)  -Certificate  of  Incorporation,  filed as  Exhibit  3(3)(ii)  to
Echlin's  Annual  Report on Form 10-K for the fiscal year ended August 31, 1987,
is incorporated herein by reference.

         4(c)   -Certificate   of   Amendment   amending  the   Certificate   of
Incorporation  to Establish Series A Cumulative  Participating  Preferred Stock,
filed as Exhibit 3(3)(iii) to Echlin's Annual Report on Form 10-K for the fiscal
year ended August 31, 1989, is incorporated herein by reference.

         4(d)   -Certificate   of  Amendment,   amending  the   Certificate   of
Incorporation,  to limit the liability of directors  for monetary  damages under
certain circumstances,  filed as Item 2 to Echlin's 1989 Annual Proxy Statement,
is incorporated herein by reference.

         4(e) -Rights  Agreement,  dated as of June 21, 1989, between Echlin and
the Connecticut  Bank and Trust Company,  N.A., as Rights Agent,  which includes
the form of Amendment to the company's  Certificate of  Incorporation as Exhibit
A, the form of Rights  Certificate  as  Exhibit B and the  Summary  of Rights to
Purchase  Preferred  Stock as Exhibit C, filed as Exhibit 1 to Echlin's  Current
Report on Form 8-K dated June 21, 1989, is incorporated herein by reference.

         4(f)  -Successor  Rights Agent  Agreement  between Echlin and The First
National  Bank of  Boston  appointing  The  First  National  Bank of  Boston  as
successor Rights Agent to replace the Connecticut  Bank and Trust Company,  N.A.
as Rights  Agent,  filed as Exhibit  3(3)(iv) to Echlin's  Annual Report on Form
10-K for the  fiscal  year ended  August 31,  1990,  is  incorporated  herein by
reference.

         4(g) -Echlin Inc. 1996 Non-Executive  Director Stock Option Plan, filed
 as Appendix A to Echlin's Proxy  Statement  mailed to  shareholders on November
 15, 1996, is incorporated herein by reference.

         5. -Opinion of Jon P. Leckerling, Esq. as to the legality of the Common
 Stock being offered under this Registration Statement.

         24(a) -Consent of Price Waterhouse LLP.

         24(b) -Consent of Counsel. (Included in Exhibit 5 hereto).

         25. -Powers of Attorney. (Included on the signature page hereto).

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

         (a) (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, as amended (the "Securities Act");

         (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;

         (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 information  required to be included in a post-effective  amendment
by those  paragraphs  is  contained  in  periodic  reports  filed by the Company
pursuant to section 13 or section 15(d) of the Securities  Exchange Act of 1934,
as amended  (the  "Exchange  Act"),  that are  incorporated  by reference in the
Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment any of the  securities  which remain unsold at the  termination of the
offering.

         (b)  That,  for  purposes  of  determining   any  liability  under  the
Securities Act of 1933, as amended (the  "Securities  Act"),  each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange Act of 1934, as amended (the  "Exchange  Act") (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d) of the  Exchange  Act) 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.

         (c)  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  Securities  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
Securities 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 a Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Branford, Connecticut, on the 9th day of April, 1997.

                                                              ECHLIN INC.

                                                   By:      /s/ Larry W. McCurdy
                                                     ---------------------------
                                                              Larry W. McCurdy
                                           President and Chief Executive Officer

                                                   POWER OF ATTORNEY

         The  undersigned  directors  and  officers  of  Echlin  Inc.  do hereby
constitute and appoint Jon P.  Leckerling and Edward D. Toole or either of them,
our true and  lawful  attorneys-in-fact  and  agents  to do any and all acts and
things in our name and behalf in our  capacities as directors and officers,  and
to execute  any and all  instruments  for us and in our names in the  capacities
indicated  below which such person or persons may deem necessary or advisable to
enable Echlin Inc. to comply with the  Securities  Act of 1933, as amended,  and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission,   in  connection  with  this   Registration   Statement,   including
specifically,  but not limited to, power and authority to sign for us, or any of
us,  in the  capacities  indicated  below  any  and  all  amendments  (including
post-effective  amendments)  hereto and we do hereby ratify and confirm all that
such person or persons shall do or cause to be done by virtue hereof.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement  has been signed by the  following  persons in the
capacities* indicated on the 9th day of April, 1997.

         Name                                                          Title

Principal Executive Officer:

/s/ Larry W. McCurdy
-----------------------------
Larry W. McCurdy                                   President and Chief Executive
                                                               Officer; Director

Principal Financial Officer:

/s/ Joseph A. Onorato
-----------------------------
Joseph A. Onorato                                       Vice President and Chief
                                                               Financial Officer

Principal Accounting Officer:

/s/ Kenneth T. Flynn, Jr.
-----------------------------
Kenneth T. Flynn, Jr.                                Vice President - Controller

/s/ John F. Creamer, Jr.
-----------------------------
John F. Creamer, Jr.                              Vice Chairman of the Board and
                                                              Director

/s/ Milton P. DeVane
-----------------------------
Milton P. DeVane                                              Director

/s/ John E. Echlin, Jr.
-----------------------------
John E. Echlin, Jr.                                           Director

/s/ John F. Gustafson
-----------------------------
John F. Gustafson                                             Director

/s/ Donald C. Jensen
-----------------------------
Donald C. Jensen                                              Director

/s/ Trevor O. Jones
-----------------------------
Trevor O. Jones                               Chairman of the Board and Director

/s/ Frederick J. Mancheski
-----------------------------
Frederick J. Mancheski                                        Director

/s/ Phillip S. Myers
-----------------------------
Phillip S. Myers                                              Director

/s/ William P. Nusbaum
-----------------------------
William P. Nusbaum                                            Director

/s/ Jerome G. Rivard
-----------------------------
Jerome G. Rivard                                              Director

                                          EXHIBIT INDEX

Exhibit
   No.                                      Description

5.       -Opinion of Jon P. Leckerling, Esq. as to the legality of the Common
          Stock being offered under this Registration Statement.

24(a)    -Consent of Price Waterhouse LLP.

24(b)    -Consent of Counsel. (Included in Exhibit 5 hereto).

25.      -Powers of Attorney. (Included on the signature page hereto).