Dana and Echlin Announce Stock-For-Stock Transaction Creating $13 Billion Global Leader in Automotive Components

     Transaction Represents $55 Per Echlin Share or $4.2 Billion in Total

    TOLEDO, Ohio and BRANFORD, Conn., May 4, /PRNewswire/ -- Dana Corporation
(NYSE: DCN) and Echlin Inc. (NYSE: ECH) announced today that each company's
board of directors has unanimously approved a definitive merger agreement for
a tax-free, stock-for-stock transaction combining a global leader in
automotive original equipment ("OE") with a global leader in the automotive
aftermarket.  The combined company would have annual sales of approximately
$13 billion and a total equity market value of approximately $10 billion.  The
transaction is expected to be accounted for as a pooling of interests and to
become accretive to earnings per share during the first full year of
operations after the merger.
    Under the terms of the agreement, Echlin shareholders would receive 0.9293
shares of Dana for each share of Echlin they own.  Based upon a closing price
of $59.1875 per share for Dana on Friday, May 1, 1998, this represents a price
of $55 per Echlin share.  Dana would issue approximately $3.6 billion in
common stock to Echlin shareholders and assume approximately $570 million in
net debt.
    Once full integration is achieved, which will be substantially complete by
the year 2000, the companies anticipate synergies would add approximately
$200 million annually to operating income.  These synergies would be over and
above the Phase I and Phase II repositioning initiatives previously announced
by Echlin.  1999 pre-tax synergies from the transaction are expected to be
$75 million.  Savings would result from the elimination of duplicate
functions, consolidation of distribution and marketing infrastructure,
improved productivity, and the benefits of global materials and components
sourcing.  More importantly, the combined company would be able to leverage
its marketing strengths  - capitalizing on Echlin's premier position in the
aftermarket to sell Dana's products, while at the same time accelerating
Echlin's efforts to grow with its global OE customers where Dana has a
leadership position.
    The combination with Echlin would greatly expand Dana's presence in the
global automotive aftermarket and selected OE segments.  The combined company
will be able to offer more comprehensive product lines to both OE and
aftermarket customers worldwide than either company could achieve
individually.  These products include fuel system and engine management
components, brakes, and vehicular drivetrain components and systems.  Dana and
Echlin together will have a stable of premium brand names including
Raybestos(R), BWD(R), Quinton Hazell(R), Spicer(R), Perfect Circle(R), Victor
Reinz(R), and Wix(R).
    The transaction fortifies Dana's position as one of the world's largest
independent manufacturers of automotive components for the passenger car,
truck and off-highway vehicle markets.  Following the transaction, Dana will
also be one of the largest independent manufacturers of components for the
worldwide automotive aftermarket.
    Southwood J. Morcott, chairman and chief executive officer of Dana, said,
"This transaction is a major step toward achieving our previously announced
Beyond 2000 strategic goals, including improved financial performance, growth
in our core product areas, and increased emphasis on the global aftermarket.
In fact, this combination helps us to accomplish our goals of 50% diversified
sales and $10 billion in annual sales ahead of schedule.  This move will have
the benefit of expanding our product line and significantly broadening and
balancing our customer base.
    "The combination will benefit Dana shareholders by further diversifying
the company's business base," Mr. Morcott continued.  "In addition to the
substantial synergies, by diversifying the company's business base, we expect
that this combination will enhance shareholder value relative to the
historically higher multiples accorded aftermarket businesses.  We have
identified a number of ways to streamline the distribution process and to
generate economies in manufacturing, capitalizing on our proven track record
of aggressive asset management.  We see opportunities to sell Echlin
components to Dana customers and to further utilize Dana's R&D and engineering
capabilities to produce a broader range of world-class quality components for
the aftermarket.  Dana and Echlin are an ideal combination of products,
markets, leadership, and cultures.  I look forward to closing this transaction
and getting on with the business of seizing the opportunities it creates."
    Mr. Morcott added, "In short, Echlin helps us in the aftermarket.  Dana
helps Echlin in original equipment.  Dana gains two new core products --
brakes and engine fluid products -- each with combined sales of over
$1 billion.  This greatly enhances our engine components strategic business
unit, which would now exceed $3 billion in sales.
    "This transaction also strengthens our balance sheet.  By the end of this
year, the combined company is expected to have debt-to-total capital of less
than 40% -- achieving another important goal.  This positions Dana well to
capitalize on opportunities for future growth," said Mr. Morcott.
    Larry McCurdy, chairman, president and chief executive officer of Echlin,
said, "Joining with Dana makes strategic sense because it will result in a
financially strong company that has a diversified business mix with leadership
positions in virtually all of its markets.  This transaction with Dana is a
win-win for our shareholders, employees and customers.  The transaction
provides our shareholders with an immediate premium while allowing all Echlin
constituents to participate in the upside potential of the combined company.
    "Together, we will offer customers a full range of high quality automotive
products building on the combined company's strong brands and long-standing
distribution relationships.  We will provide superior products, services, and
value to our customers.  I know our customers will be delighted with this
combination.  I am excited about the opportunities this transaction presents,"
Mr. McCurdy concluded.
    Upon completion of the merger, Mr. McCurdy will become president of the
Echlin Strategic Business Unit of Dana, which will lead Dana's aftermarket
activities.
    Mr. Morcott added, "I am particularly pleased that Larry McCurdy will join
Dana.  Larry and I have known each other for over 20 years.  He is a very good
businessman, and I have great respect for his integrity, vision, industry
expertise and leadership. I look forward to working with the Echlin team to
build on their strengths in the combined company."
    Dana currently pays an annualized dividend of $1.16 per share.  Based on
the conversion ratio, Echlin shareholders would expect to receive an
annualized dividend of $1.08 per share compared to Echlin's current annualized
dividend of $0.90 per share, an increase of 20%.  Effective with the payment
of its June 1998 dividend, Dana will mark its 242nd consecutive dividend paid
and continue a more than 60-year succession of dividends paid without a
decrease or missed payment.
    The merger is conditioned upon the approval of Dana and Echlin
shareholders and customary regulatory approvals.  The companies anticipate
that the transaction should close in the third calendar quarter of 1998.
    Lehman Brothers Inc. acted as financial advisor and provided a fairness
opinion to Dana and Salomon Smith Barney acted as financial advisor and
provided a fairness opinion to Echlin.
    Echlin, with annual sales of $3.5 billion, is a leading producer of
quality automotive parts, with more than 140 operations and 28,000 employees
spread across six continents.  It manufactures and distributes brake, engine,
power transmission, and steering and suspension system components for the
world's 650 million motor vehicles.  The company sells these products to a
broad base of aftermarket customers, who, in turn, supply them to professional
technicians and do-it-yourselfers.  It also sells components to original
equipment customers for factory installation on new vehicles.  Echlin's home
page address on the Internet is www.echlin.com.
    Dana Corporation is a global leader in the engineering, manufacture, and
distribution of products and services for the automotive, engine, heavy truck,
off-highway, industrial, and leasing markets.  Founded in 1904 and based in
Toledo, Ohio, Dana operates facilities in 30 countries and employs more than
50,000 people.  The company reported record sales of $8.3 billion in 1997.
The Internet address for Dana's home page is www.dana.com.

    Certain statements contained herein constitute "forward-looking"
statements within the meaning of the Private Securities Litigation Reform Act
of 1995.  Such forward-looking statements involve numerous assumptions, known
and unknown risks, uncertainties and other factors which may cause actual and
future performance or achievements of Dana or Echlin, including with respect
to the proposed merger, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements.  Such factors include, among other things, the following:
achieving sales levels to fulfill revenue expectations; the absence of
presently unexpected costs or charges, certain of which may be outside the
control of Dana and Echlin; the cyclical nature of the automotive industry;
failure to achieve synergies or savings anticipated in the merger; general
economic and business conditions; and competition.  Additional factors are
detailed in Dana's and Echlin's public filings with the Securities and
Exchange Commission.  Dana and Echlin disclaim any responsibility to update
any forward-looking statement provided in this press release.
    This release is neither an offer to sell nor a solicitation of an offer to
buy Dana Corporation securities, nor a solicitation of a proxy.  Any such
offer or solicitation will only be made in compliance with applicable
securities laws.

SOURCE  Dana Corporation and Echlin Inc.

Web site:  http: //www.echlin.com

CONTACT:  Investors: Stephen N. Superits, Vice President - Investor Relations,
419-535-4636, or Media:  Gary Corrigan, Director - Corporate Communications,
419-535-4813, both of Dana Corporation; or Joele Frank, or Daniel Katcher,
both of Abernathy MacGregor Frank, 212-371-5999, for Dana Corporation; or Paul
R. Ryder, Vice President - Investor Relations for Echlin, 203-481-5751; or
Lawrence Rand, or Eric Berman, both of Kekst & Co., 212-521-4800, for Echlin

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