ARVIN INDUSTRIES INC
SC 13G/A, 1996-02-05
MOTOR VEHICLE PARTS & ACCESSORIES
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                                  SCHEDULE 13G

                   Under the Securities Exchange Act of 1934
                              (AMENDMENT NO. 1)

                               ARVIN INDUSTRIES
                   _________________________________________
                              (Name of Issuer)


                   COMMON STOCK, par value $2.50 Per Share
                   _________________________________________
                         (Title of Class of Securities)


                                  043339100
                   _________________________________________
                               (CUSIP Number)



Check the following box if a fee is being paid with this statement [X].    ( A
fee is not required only if the filing person: (1)  has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>   2





CUSIP      043339100                                             13G page 2 of 6


___________________________________________________________________________ 
[1]  Name of Reporting Persons S.S. or I.R.S. Identification Nos.

                          CINCINNATI FINANCIAL CORPORATION 31-0746871      
___________________________________________________________________________
[2]  Check the Appropriate Box if a Member of a Group
                          (a)  __________
                          (b)  __________                                  
___________________________________________________________________________
[3]  SEC Use Only


___________________________________________________________________________
[4]  Citizenship or Place of Organization

                                      FAIRFIELD, OHIO                 
___________________________________________________________________________
Number of                         [5] Sole Voting Power          1,350,580
Shares
                                  __________________________________________
                                  [6] Shared Voting Power         -0-
Beneficially
Owned By

                                  __________________________________________
Each                              [7] Sole Dispositive Power
Reporting                                                        1,350,580
Person
With                              _________________________________________
                                  [8] Shared Dispositive Power        -0-


___________________________________________________________________________
[9]  Aggregate Amount Beneficially Owned By Each Reporting Person

                             1,350,580               
___________________________________________________________________________
[10]  Check Box
If the Aggregate Amount in Row [9] Excludes Certain Shares

                             N/A 
___________________________________________________________________________
[11]  Percent of Class Represented by Amount in Row 9

                             6.047% 
___________________________________________________________________________
[12]  Type of Reporting Person*

                              IC
___________________________________________________________________________
<PAGE>   3
                                                                 13G Page 3 of 6

Item 1 (a) Name of Issuer:        ARVIN INDUSTRIES



Item 1 (b) Address of issuer's Principal Executive Offices:
                                  1531 - 13TH STREET
                                  COLUMBUS, INDIANA 47201


Item 2 (a)  Name of Person Filing:  CINCINNATI FINANCIAL CORPORATION



Item 2 (b)  Address of Principal Business Office:
                                  P.O. BOX 145496 
                                  CINCINNATI, OHIO 45250-5496

Item 2 (c)  Citizenship:   OHIO



Item 2 (d)  Title of Class of Securities:
                  Common stick par value $2.50 per share

Item 2 (e)  CUSIP Number:
                         043339100


                      Item 3.  Type of Reporting Person

(a) [  ]  Broker or Dealer registered under Section 15 of the Act
(b) [  ]  Bank as defined in section 3(a) (6) of the Act
(c) [X ]  Insurance Company as defined in sections 3(a) (19) of the Act
(d) [  ]  Investment Company registered under section 8 of the Investment
          Company Act
(e) [  ]  Investment Adviser registered under section 203 of the
          Investment Advisers Act of 1940
(f) [  ]  Employees Benefit Plan, Pension Fund which is subject to the
          provisions of the Employee Retirement Income Security Act of
          1947 or Endowment Fund
(g) [  ]  Parent Holding Company, in accordance with 240.13d-b (ii) (G)
(h) [  ]  Group, in accordance with 240.13d-1 (b) (1) (ii) (H)



<PAGE>   4

                                                                 13G page 4 of 6



          Item 4   Ownership:


(a)  Amount Beneficially Owned:   1,350,580



(b)  Percent of Class:              6.047%



(c)  Number of Shares as to which CFC has:

  (i)   sole power to vote or to direct the vote
        ...............................................          1,350,580


  (ii)  shared power to vote or to direct the vote
        ...............................................             -0-


  (iii) sole power to dispose or to direct
        the disposition of.............................          1,350,580


  (iv)  shared power to dispose or to direct
        the disposition of..............................            -0-



                  Item 5.  Ownership of Five Percent or less of A Class:

                                      N/A



                  Item 6.  Ownership of More than Five Percent on Behalf of
                           Another person.

                                      N/A
<PAGE>   5
                                                                 13G page 5 of 6

  Item 7.  Identification and Classification of the Subsidiary which
           Acquired the Security Being Reported on by the parent Holding
           Company:




This Schedule 13G is being filed by the Cincinnati Financial Corporation for
itself or, if item 3(g) has been checked, as a parent holding company with
respect to the holding of its following subsidiaries:


         [  ]  Cincinnati Financial Corporation (31-0746871), a parent holding
               company, in accordance with 240.13d-(b) (ii) (G)

         [X ]  Cincinnati Insurance Company (31-0542366), an insurance company
               as defined in sections 9 (a) (19) of the Act

         [  ]  Cincinnati Casualty Company (31-0826946), an insurance company
               as defined in sections 3 (a) (19) of the Act

         [  ]  Cincinnati Life Insurance Company (31-1213778), an insurance
               company as defined in sections 3 (a) (19) of the Act

         [  ]  Cincinnati Financial Retirement Plan Trust (31-0746871), an
               employee benefit plan, pension fund which is subject to the
               provisions of the Employee Retirement Income Security Act of
               1947 or Endowment Fund
<PAGE>   6





                                                                 13G Page 6 of 6


Item 8.   Identification and Classification of Members of the Group:



Item 9.   Notice of Dissolution of Group:



Item 10.  Certification:

          By signing below I certify that to the best of my knowledge
          and belief, the securities referred to above were acquired in
          the ordinary course of business and were not acquired for the
          purpose of and do not have the effect of changing or
          influencing the control of the issuer of such securities and
          were not acquired in connection with or as a participant in
          any transaction having such purposes or effect.


          Signature

          After reasonable inquiry and to the best of my knowledge and
          belief, I certify that the information set forth in this
          statement is true, complete and correct.

          Date:    JANUARY 24, 1996


          The Cincinnati Financial Corporation


          By /s/ Robert J. Driehaus
             __________________________________
             Robert J. Driehaus
             Financial Vice President


          *THIS STOCK IS HELD IN CUSTODY BY THE FIFTH THIRD BANK.


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