December 15, 1997

Jonathan G. Katz, Esq.
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  File No. S7-26-97

Dear Mr. Katz:

Meritor Automotive, Inc. ("Meritor"), a Delaware corporation with its corporate headquarters in Troy, Michigan, submits this comment letter in the referenced file with respect to H.R. 944, a bill that would require disclosure of the amount and recipients of charitable contributions, and H.R. 945, a bill that would require corporations to solicit the views of shareowners with respect to charitable contributions. Meritor opposes enactment of these bills, and endorses the comments submitted by the American Society of Corporate Secretaries ("ASCS") by letters dated November 18, 1997.

Meritor was formed in connection with the spin-off by Rockwell International Corporation of its automotive assets and businesses on September 30, 1997. As a new company in its first year of independent operation, Meritor is seeking to increase earnings per share and enhance shareowner value by increasing sales and reducing expenses. Any additional expenses of doing business impede Meritor in the pursuit of this goal, and such expenses must either be justified by corresponding benefits, or be avoided or minimized. We concur with the view of the ASCS that enactment of the bills in question would impose substantial costs on reporting companies, without providing any additional meaningful information or benefit to investors.

We also believe that this additional regulation could act as a disincentive for Meritor, and presumably other companies as well, to make charitable contributions, which could result in detriment to the organizations that currently receive support from corporate donations. While this effect may be unintended, it is nonetheless real: management would be compelled to weigh the additional costs involved before determining whether contributions are in the interest of the company and its shareowners, and could very well conclude that they are not.

We appreciate the opportunity to share our views on H.R. 944 and H.R. 945. If you have any questions, you can contact me at 248/435-7708 or, in my absence, Bonnie Wilkinson at 248/435-0762.

Very truly yours,


By:  /s/ David W. Greenfield

David W. Greenfield

Senior Vice President,
General Counsel and Secretary