Prospectus Supplement filed under Rule 424(b)(3)
Registration No. 333-53853
Prospectus Supplement
This Prospectus Supplement supplements the information regarding Selling
Shareholders found in both the Prospectus Supplement filed October 21, 1998 and
the Prospectus Supplement filed September 18, 1998, which supplements the
Prospectus dated July 9, 1998 relating to the offer for resale of $11,500,000 in
aggregate liquidation preference of 7% Trust Convertible Preferred Securities
(the "Convertible Preferred Securities"), liquidation amount $50 per Convertible
Preferred Security. The Convertible Preferred Securities represent undivided
beneficial interests in the assets of Federal-Mogul Financing Trust, a statutory
business trust created under the laws of the State of Delaware and the shares of
Common Stock, without par value of Federal-Mogul Corporation, a Michigan
corporation, issuable upon conversion of the Convertible Preferred Securities.
Capitalized terms herein are used as defined in such prospectus.
Additional Selling Shareholders (believed to be transferors of Selling
Shareholders listed in the table found in the Prospectus Supplement filed
September 18, 1998, listing Selling Shareholders as of June 15, 1998) have
contacted the Company since the date thereof with the following information
relating to Convertible Preferred Securities held as of February 11, 1999:
Number of
Preferred
Additional Selling Holder Securities
------------------------- ----------
ABN-AMRO Incorporated............................... 3,300
Annuity Board of the Southern Baptist Convention... 15,000
None of such Selling Holders has, or within the past three years has had,
any position, office or other material relationship with the Trust or the
Company or any of their predecessors or affiliates. Because the Selling Holders
may, pursuant to this Prospectus, offer all or some portion of the Convertible
Preferred Securities, the Convertible Subordinated Debentures or the
Federal-Mogul Common Stock issuable upon conversion of the Convertible Preferred
Securities, no estimate can be given as to the amount of the Convertible
Preferred Securities, the Convertible Subordinated Debentures or the
Federal-Mogul Common Stock issuable upon conversion of the Convertible Preferred
Securities that will be held by the Selling Holders upon termination of any such
sales. In addition, the Selling Holders identified above may have sold,
transferred or otherwise disposed of all or a portion of their Convertible
Preferred Securities, since the date on which they provided the information
regarding their Convertible Preferred Securities, in transactions exempt from
the registration requirements of the Securities Act. See "Plan of Distribution."
The date of this Prospectus Supplement is February 12, 1999.
