8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 5, 2007

ARVINMERITOR, INC.

(Exact name of registrant as specified in its charter)

Indiana	1-15983	38-3354643
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

2135 West Maple Road

Troy, Michigan

(Address of principal executive offices)

48084-7186

(Zip code)

Registrant’s telephone number, including area code: (248) 435-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events

On February 5, 2007, ArvinMeritor, Inc. announced that that it intended, subject to market and other conditions, to offer $175,000,000 aggregate principal amount of convertible senior notes due 2027 to qualified institutional buyers in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended.

On February 6, 2007, ArvinMeritor, Inc. announced the pricing of the offering.

Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.

The securities offered have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. This filing shall not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any offer or sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 - Press release of ArvinMeritor, Inc., dated February 5, 2007

99.2 - Press release of ArvinMeritor, Inc., dated February 6, 2007

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ARVINMERITOR, INC.
Date: February 7, 2007	By:	/s/	Vernon G. Baker, II
			Vernon G. Baker, II
			Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit No. Description

99.1	Press release of ArvinMeritor, Inc., dated February 5, 2007.
99.2	Press release of ArvinMeritor, Inc., dated February 6, 2007.

EX-99

CONTACTS: Media Inquiries:

Krista McClure

(248) 435-7115

krista.mcclure@arvinmeritor.com

Investor Inquiries:

Terry Huch

(248) 435-9426

terry.huch@arvinmeritor.com

ARVINMERITOR ANNOUNCES PROPOSED OFFERING OF CONVERTIBLE SENIOR UNSECURED NOTES

TROY, Mich. (Feb. 5, 2007) – ArvinMeritor, Inc., (NYSE: ARM) today announced that it intends, subject to market and other conditions, to offer $175 million aggregate principal amount of convertible senior unsecured notes due 2027 (the "notes") to qualified institutional buyers in a private placement. ArvinMeritor expects to grant the initial purchasers of the notes an option to purchase up to an additional $25 million aggregate principal amount of the notes, solely to cover over-allotments. In certain circumstances, the notes may be convertible into cash up to the principal amount. With respect to any excess conversion value, the notes may be convertible into cash, shares of ArvinMeritor common stock or a combination of cash and common stock, at ArvinMeritor's option.

The company currently expects to use the net proceeds from the offering of the notes (estimated to be $169.2 million, or $193.4 million assuming exercise of the initial purchasers’ over-allotment option in full), together with proceeds from other sources ifneeded, to repay in full the $169.5 million aggregate principal amount of its outstanding Term Loan B due 2012. If the company determines not to use the net proceeds from the offering to repay the Term Loan B due 2012, the company intends to use the net proceedsfor general corporate purposes, including retiringother indebtedness orfunding certain pension or other long-term liabilities.

The securities to be offered have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer or sale of these securities in any state in which such offer, solicitation or sale would be unlawful.

About ArvinMeritor

ArvinMeritor, Inc. is a premier global supplier of a broad range of integrated systems, modules and components to the motor vehicle industry. The company serves light vehicle, commercial truck, trailer and specialty original equipment manufacturers and certain aftermarkets from more than 110 manufacturing facilities globally.

Headquartered in Troy, Mich., ArvinMeritor has employed approximately 27,500 people in 26 countries. ArvinMeritor common stock is traded on the New York Stock Exchange under the ticker symbol ARM. For more information, visit the company’s Web site at: http://www.arvinmeritor.com/.

Forward-Looking Statements

This press release contains statements relating to future results of the company (including certain projections and business trends) that are "forward- looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words or phrases such as "believe," "expect," "anticipate," "estimate," "should," "are likely to be," "will" and similar expressions. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to global economic and market cycles and conditions; the demand for commercial, specialty and light vehicles for which the company supplies products; risks inherent in operating abroad (including foreign currency exchange rates and potential disruption of production and supply due to terrorist attacks or acts of aggression); availability and cost of raw materials, including steel; OEM program delays; demand for and market acceptance of new and existing products; successful development of new products; reliance on major OEM customers; labor relations of the company, its suppliers and customers, including potential disruptions in supply of parts to the company's facilities or demand for the company's products due to work stoppages; the financial condition of the company's suppliers and customers, including potential bankruptcies; possible adverse effects of any future suspension of normal trade credit terms by the company's suppliers; potential difficulties competing with companies that have avoided their existing contracts in bankruptcy and reorganization proceedings; successful integration of acquired or merged businesses; the ability to achieve the expected annual savings and synergies from past and future business combinations and the ability to achieve the expected benefits of restructuring actions; success and timing of potential divestitures, including our recently announced agreement to sell our Emissions Technologies business; potential impairment of long-lived assets, including goodwill; competitive product and pricing pressures; the amount of the company's debt; the ability of the company to continue to comply with covenants in its financing agreements; the ability of the company to access capital markets; credit ratings of the company's debt; the outcome of existing and any future legal proceedings, including any litigation with respect to environmental or asbestos-related matters; rising costs of pension and other post-retirement benefits and possible changes in pension and other accounting rules; as well as other risks and uncertainties, including but not limited to those detailed from time to time in filings of the company with the Securities and Exchange Commission. These forward-looking statements are made only as of the date hereof, and the company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.

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