Exhibit 3.12

                          AUTOMOTIVE BRAKE COMPANY INC.

                                     BY-LAWS



                                   ARTICLE I

                                     OFFICES

     Section 1. The registered office shall be in the City of Wilmington, County
of New Castle, State of Delaware.

     Section 2. The Corporation may also have offices at such other places both
within and without the State of Delaware as the board of directors may from time
to time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS


     Section 1. All meetings of the stockholders for the election of directors
or for any other purpose shall be held at such time and place, within or without
the State of Delaware, as shall be stated in the notice of the meeting or in a
duly executed waiver of notice thereof.

     Section 2. Annual meetings of stockholders, commencing with the year 1988,
shall be held on the third Monday of December if not a legal holiday, and if a
legal holiday, then on the next secular day following, at 9:30 A.M., or at such
other date and time as shall be designated from time to time by the board of
directors and stated in the notice of the meeting, at which they shall elect by
a plurality vote or by written ballot a board of directors, and transact such
other business as may properly be brought before the meeting.


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     Section 3. Written notice of the annual meeting stating the place, date and
hour of the meeting shall be given to each stockholder entitled to vote at such
meeting not less than ten nor more than sixty days before the date of the
meeting.

     Section 4. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

     Section 5. Written notice of a special meeting stating the place, date and
hour of the meeting and the purpose or purposes for which the meeting is called,
shall be given not less than ten nor more than sixty days before the date of the
meeting, to each stockholder entitled to vote at such meeting.

     Section 6. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented.

     Section 7. When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or represented
by proxy shall decide



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any question brought before such meeting, unless the question is one upon which
by express provision of the statutes or of the certificate of incorporation, a
different vote is required in which case such express provision shall govern and
control the decision of such question.

     Section 8. Each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder.

     Section 9. Any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted.

                                  ARTICLE III

                                   DIRECTORS

     Section 1. The board of directors shall consist of one or more members. The
first board shall consist of two directors. Thereafter, within the limits above
specified, the number of directors shall be determined by resolution of the
board of directors or by the stockholders at the annual meeting or a special
meeting. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

     Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office,



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though less than a quorum, or by a sole remaining director, and the directors so
chosen shall hold office until the next annual election and until their
successors are duly elected and shall qualify, unless sooner displaced. If there
are no directors in office, then an election of directors may be held in the
manner provided by statute.

     Section 3. The business and affairs of the Corporation shall be managed by
or under the direction of its board of directors which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute or by the certificate of incorporation or by these by-laws directed or
required to be exercised or done by the stockholders.

     Section 4. The board of directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

     Section 5. Regular meetings of the board of directors may be held without
notice at such time and at such place as shall from time to time be determined
by the board.

     Section 6. Special meetings of the board may be called by the president on
one (1) day's notice to each director, either personally or by mail or by
telegram; special meetings shall be called by the president or secretary in like
manner and on like notice on the written request of two directors.

         Section 7. At all meetings of the board a majority of the directors
then in office shall constitute a quorum for the transaction of business and the
act of a majority of the directors present at any meeting at which there is a
quorum shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of directors the
directors present


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thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

     Section 8. Unless otherwise restricted by the certificate of incorporation
or these by-laws, any action required or permitted to be taken at any meeting of
the board of directors or of any committee thereof may be taken without a
meeting, if all members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the board or committee.

     Section 9. Unless otherwise restricted by the certificate of incorporation
or these by-laws, members of the board of directors, or any committee designated
by the board of directors, may participate in a meeting of the board of
directors, or any committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

     Section 10. The board of directors may, by resolution passed by a majority
of the whole board, designate one or more committees, each committee to consist
of one or more of the directors of the Corporation. The board may designate one
or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. Any such
committee, to the extent provided in the resolution of the board of directors,
shall have and may exercise all the powers and authority of the board of
directors in the management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to amending the certificate of incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or




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exchange of all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the by-laws of the Corporation; and,
unless the resolution or the certificate of incorporation expressly so provide,
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the board of directors.

         Section 11. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.

                                   ARTICLE IV

                                    NOTICES

     Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram or telephone.

     Section 2. Whenever any notice is required to be given under the provisions
of the statutes or of the certificate of incorporation or of these by-laws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.



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                                    ARTICLE V

                                    OFFICERS

     Section 1. The officers of the Corporation shall be chosen by the board of
directors and shall be a president, a secretary and a treasurer. The board of
directors may also choose one or more vice-presidents, and one or more assistant
secretaries and assistant treasurers. Any number of offices may be held by the
same person, unless the certificate of incorporation or these by-laws otherwise
provide.

     Section 2. The salaries of all officers and agents of the Corporation shall
be fixed by the board of directors.

     Section 3. The officers of the Corporation shall hold office until their
successors are chosen and qualified. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
Corporation shall be filled by the board of directors.

     Section 4. The officers of the Corporation shall have such authority and
shall perform such duties as are customarily incident to their respective
offices, or as may be specified from time to time by the Directors regardless of
whether such authority and duties are customarily incident to such office.

                                   ARTICLE VI

                              CERTIFICATES OF STOCK

     Section 1. Every holder of stock in the Corporation shall be entitled to
have a certificate, signed by, or in the name of the Corporation by the
president or a vice-president and the secretary or an assistant secretary of the
Corporation, certifying the number of shares owned by him in the Corporation.


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     Section 2. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                                  ARTICLE VII

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Each person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise (including the heirs, executors,
administrators or estate of such person) shall be indemnified by the Corporation
to the full extent permitted or authorized by the General Corporation Law of the
State of Delaware. The Corporation may, but shall not be obligated to, maintain
insurance, at its expense, for its benefit in respect of such indemnification
and that of any such person whether or not the Corporation would otherwise have
the power to indemnify such person.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

     Section 1. Dividends upon the capital stock of the Corporation, subject to
the provisions of the certificate of incorporation, if any, may be declared by
the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

     Section 2. Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors from time to




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time, in their absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the Corporation, or for such other purpose as the directors
shall think conducive to the interest of the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

     Section 3. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

     Section 4. The fiscal year of the Corporation shall be fixed by resolution
of the board of directors.

     Section 5. The board of directors may adopt a corporate seal and use the
same by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

                                   ARTICLE IX

                                   AMENDMENTS

     Section 1. These by-laws may be altered, amended or repealed or new by-laws
may be adopted by the stockholders or by the board of directors.






                          AUTOMOTIVE BRAKE COMPANY INC.

                          WRITTEN CONSENT TO ACTION BY

                         SHAREHOLDERS WITHOUT A MEETING

     Pursuant to the laws of the State of Delaware, the undersigned, being the
sole shareholder of Automotive Brake Company Inc. (the "Corporation"), hereby
adopts, by this written consent to action in lieu of a special meeting of
shareholders, the following resolutions with the same force and effect as if
they had been unanimously adopted at a duly convened meeting of the shareholders
of the Corporation:

     RESOLVED, that Article V of the By-Laws be and they are hereby amended to
     read in full as follows:

          "Section 5 Contracts and Instruments. Each of the President, any Vice
          President, and the Treasurer, shall have the power to enter into, sign
          (manually or through facsimile), execute and deliver contracts
          (including, without limitation, bonds, deeds and mortgages) and other
          instruments evidencing the Corporation's rights and obligations on
          behalf of and in the name of the Corporation. Except as otherwise
          provided by law, any of these officers may delegate the foregoing
          powers to any other officer, employee or attorney-in-fact of the
          Corporation by written special power of attorney."

     RESOLVED FURTHER, that the proper officers of this Company be and they
     hereby are authorized and directed to execute such instruments and take
     such steps as shall be necessary or advisable to effect such amendment.

Dated this 3rd day of September, 2001.

                                          ECHLIN INC.


                                          By: /s/ A. Glenn Paton
                                              ----------------------------------
                                              A. Glenn Paton
                                              Vice President and Treasurer