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): May 28, 2008

ARVINMERITOR, INC.

(Exact name of registrant as specified in its charter)

		Indiana		1-15983			38-3354643
(State or other jurisdiction			(Commission			(IRS Employer
	of incorporation)			File No.)	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 1.01.

Entry into a Material Definitive Agreement

On May 28, 2008, and effective as of June 1, 2008, ArvinMeritor, Inc. (“ArvinMeritor”) and certain of its subsidiaries entered into the Seventh Amendment to the Second Amended and Restated Purchase and Sale Agreement, dated as of September 19, 2005, among ArvinMeritor Receivables Corporation and various affiliates, as Originators, relating to ArvinMeritor’s U.S. accounts receivable securitization program. The purpose of the amendment is to amend the definition of “Designated Receivable” so that receivables arising from the sale of goods or the provision of services by ArvinMeritor OE, LLC in respect of which an invoice is issued for the first time after June 1, 2008 will not be sold to ArvinMeritor Receivables Corporation under ArvinMeritor’s U.S. accounts receivable securitization program. This will exclude receivables attributable to ArvinMeritor’s Light Vehicle Systems business in preparation for the planned spin off of this business to ArvinMeritor’s shareholders.

The amendment is filed as Exhibit 10a to this Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

10a – Seventh Amendment, dated as of June 1, 2008, to Second Amended and Restated Purchase and Sale Agreement, dated as of September 19, 2005, among ArvinMeritor Receivables Corporation and the Originators named therein.

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.

By: /s/ Vernon G. Baker, II

	Name: Vernon G. Baker, II
	Title:	Senior Vice President &
		General Counsel

Date: May 29, 2008

EXHIBIT INDEX

Exhibit No.

Description

10a	Seventh Amendment, dated as of June 1, 2008, to Second Amended and Restated Purchase and Sale Agreement, dated as of September 19, 2005, among ArvinMeritor Receivables Corporation and the Originators named therein.

EXECUTION VERSION

SEVENTH AMENDMENT TO SECOND AMENDED AND

RESTATED PURCHASE AND SALE AGREEMENT

SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of June 1, 2008, between ARVINMERITOR RECEIVABLES CORPORATION, a Delaware corporation (the “Buyer”) and ARVINMERITOR OE, LLC, a Delaware limited liability company, EUCLID INDUSTRIES, LLC, a Delaware limited liability company, MERITOR HEAVY VEHICLE BRAKING SYSTEMS (USA), INC., a Delaware corporation, MERITOR HEAVY VEHICLE SYSTEMS, LLC, a Delaware limited liability company, MERITOR TRANSMISSION CORPORATION, a Delaware corporation, and ARVINMERITOR ASSEMBLY LLC, a Delaware limited liability company (each of the foregoing other than the Buyer, an “Originator” and collectively, the “Originators”).

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Second Amended and Restated Purchase and Sale Agreement dated as of September 19, 2005, between the Buyer and the Originators, as amended (the “Agreement”), is hereby further amended as follows:

1. The definition of “Designated Receivable” in Section 1.1 of the Agreement is amended to read as follows:

“Designated Receivable” means all indebtedness and other obligations (i) arising from the sale of goods or the provision of services by an Originator to General Motors Corporation or any of its subsidiaries arising on or after May 8, 2006, (ii) arising from the sale of goods or the rendition of services by ArvinMeritor OE, LLC at or from the facility located at 181 Bennett Drive, Pulaski, Tennessee, in respect of which an invoice is issued for the first time after September 29, 2006, (iii) arising from the sale of goods or the provision of services by an Originator to Ford Motor Company or any of its subsidiaries arising on or after November 6, 2006, (iv) arising from the sale of goods or the rendition of services by ArvinMeritor OE, LLC or by Meritor Heavy Vehicle Systems, LLC at or from the facilities located at 201 North Harris Drive, Dexter, Missouri, 601 South Gladstone, Columbus, Indiana, or 950 West Road 450 South, Columbus, Indiana, in respect of which an invoice is issued for the first time after February 4, 2007, (v) arising from the sale of goods or the rendition of services by ArvinMeritor Emissions Technologies Spartanburg, Inc. at or from the facility located at 2651 New Cut Road, Spartanburg, South Carolina, in respect of which an invoice is issued for the first time after February 4, 2007, (vi) arising from the sale of goods or the rendition of services by ArvinMeritor Assembly, LLC at or from the facility located at 24850 Northline Road, Taylor, Michigan in respect of which an invoice is issued for the first time after February 4, 2007; (vii) arising from the sale of goods or the provision of services by an Originator to Chrysler Holdings LLC or any of its subsidiaries arising on or after March 31, 2008; and (viii) arising from the sale of goods or the provision of services by ArvinMeritor

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OE, LLC in respect of which an invoice is issued for the first time after June 1, 2008.

2. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW)).

3. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.

<Signature pages follow>

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IN WITNESS WHEREOF, the parties have caused this Amendment to be signed by their duly authorized officers as of the date first above written.

	ArvinMeritor Receivables Corporation,
	as Buyer

By: /s/ Mary Lehmann

	Name:	Mary Lehmann
	Title:	President and Treasurer

ArvinMeritor OE, LLC, as an Originator

By: /s/ Mary Lehmann

	Name:	Mary Lehmann
	Title:	Vice President and Treasurer

ArvinMeritor Assembly LLC, as an Originator

By: /s/ Mary Lehmann

	Name:	Mary Lehmann
	Title:	Vice President and Treasurer

Euclid Industries, LLC, as an Originator

By: /s/ Mary Lehmann

	Name:	Mary Lehmann
	Title:	Vice President and Treasurer

	Meritor Heavy Vehicle Braking Systems
	(USA), Inc., as an Originator

By: /s/ Mary Lehmann

	Name:	Mary Lehmann
	Title:	Vice President and Treasurer

	Meritor Heavy Vehicle Systems, LLC,
	as an Originator

By: /s/ Mary Lehmann

	Name:	Mary Lehmann
	Title:	Vice President and Treasurer

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MERITOR TRANSMISSION CORPORATION, as an Originator

By: /s/ Mary Lehmann

	Name:	Mary Lehmann
	Title:	Vice President and Treasurer

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CONSENT

Reference is made to that certain Loan Agreement dated as of September 19, 2005 among ArvinMeritor Receivables Corporation, ArvinMeritor Inc., the Lenders and Co-Agents from time to time party thereto, and SunTrust Robinson Humphrey, Inc. as Administrative Agent, as amended (the “Loan Agreement”); and all capitalized terms used in this Consent and not otherwise defined herein are used with the terms ascribed to them in such Loan Agreement. Pursuant to Section 15.2 of the Loan Agreement, the Co-Agents have determined that only the consent of the Administrative Agent is required in connection with the foregoing Seventh Amendment to Second Amended and Restated Purchase and Sale Agreement, and accordingly, by signing below, the Administrative Agent hereby consents to the execution, delivery, and performance thereof by Borrower and the Originators.

Dated: June 1, 2008

	SUNTRUST ROBINSON HUMPHREY, INC.,
	as Administrative Agent

By: /s/ Michael G. Maza

Name: Michael G. Maza

Title: Managing Director

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