FEDERAL MOGUL CORP
10-K/A, 1994-12-09
MOTOR VEHICLE PARTS & ACCESSORIES
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                SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.   20549
                -------------------------------
                             FORM 10-K/A

                AMENDMENT TO APPLICATION OR REPORT
              Filed pursuant to Section 12, 13 or 15(d)
                The Securities Exchange Act of 1934

                 Commission File Number:  1-1511

                     FEDERAL-MOGUL CORPORATION
         (Exact name of registrant as specified in charter)


                        AMENDMENT NO. 1
      TO FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
                       

The undersigned Registrant hereby amends the following items and
financial statements, exhibits or other portions of its Annual 
Report on Form 10-K for the fiscal year ended December 31, 1993,
filed March 25, 1994 and set forth in the pages attached hereto.

     Item 8 is amended to replace the Report of Independent 
     Auditors.

Pursuant to the requirements of the Securities Exchange Act of 
1934, the Registrant has duly caused this amendment to be signed 
on its behalf by the undersigned, thereunto duly authorized.


                              FEDERAL-MOGUL CORPORATION


                              By:  /s/ James B. Carano
                                  -----------------------
                                  JAMES B. CARANO
                                  Vice President and Controller

Dated as of December 9, 1994
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REPORT OF INDEPENDENT AUDITORS
- ------------------------------


Shareholders and Board of Directors
Federal-Mogul Corporation



We have audited the accompanying consolidated balance sheets of 
Federal-Mogul Corporation and subsidiaries as of December 31, 
1993 and 1992, and the related consolidated statements of 
earnings, shareholders' equity, and cash flows for each of 
the three years in the period ended December 31, 1993. These
financial statements are the responsibility of the company's
management.  Our responsibility is to express an opinion on 
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and 
perform the audit to obtain reasonable assurance about whether 
the financial statements are free of material misstatement.  
An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements.  An 
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating 
the overall financial statement presentation.  We believe that 
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above 
present fairly, in all material respects, the consolidated 
financial position of Federal-Mogul Corporation and subsidiaries 
at December 31, 1993 and 1992, and the consolidated results of 
their operations and their cash flows for each of the three years 
in the period ended December 31, 1993, in conformity with 
generally accepted accounting principles.

As discussed in Note 1 to the consolidated financial statements, 
in 1992 the company changed its method of accounting for
postretirement benefits other than pensions.  



                                           (Ernst & Young)
                                           ERNST & YOUNG
        

Detroit, Michigan 
February 8, 1994

<PAGE>
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                         FEDERAL-MOGUL CORPORATION
                               P.O. Box 1966
                            Detroit, MI  48235
                              (810) 354-7700 
 
 
December 9, 1994

 
Securities & Exchange Commission 
Document Control - EDGAR 
450 Fifth Street, N.W. 
Attention:  Filing Desk 
Stop 1-4 
Washington, DC  20549-1004 
 
Re:  Federal-Mogul Corporation 
     Commission File 1-1551 
     CIK 0000034879 
     The Corporation's Report on Form 10-K/A
     for the Year Ended December 31, 1993
 
Gentlemen: 
 
We are filing electronically herewith Federal-Mogul Corporation's 
("the Corporation's") Annual Report on Form 10-K/A for the Year
Ended December 31, 1993.  This will amend the Corporation's Annual
Report on Form 10-K filed March 25, 1994 via EDGAR.

If you have any questions or comments regarding any of the  
foregoing, please telephone me at (810) 354-9924. 
 
Very truly yours, 
 
(Stephanie G. Heim) 
 
Stephanie G. Heim 
Associate General Counsel 
and Assistant Secretary 
 
 



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