SCHEDULE 14A
(Rule 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

	Filed by the registrant [X]

	Filed by a party other than the registrant [ ]
	Check the appropriate box:

	[X] Definitive proxy statement.
	[ ] Definitive additional materials.
	[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.

Federal Mogul

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

      Payment of filing fee (check the appropriate box):

	[X] No fee required.

	[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1) Title of each class of securities to which transaction applies:

	(2) Aggregate number of securities to which transaction applies:

	(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4) Proposed maximum aggregate value of transaction:

	(5) Total fee paid:

	[ ] Fee paid previously with preliminary materials.

	[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

	(1) Amount Previously Paid:

	(2) Form, Schedule or Registration Statement No.:

	(3) Filing Party:

	(4) Date Filed:

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[FEDERAL MOGUL LOGO]

26555 Northwestern Highway, Southfield, Michigan 48034

March 15, 2000

To Our Shareholders:

You are cordially invited to attend our 2000 Annual Meeting of Shareholders of Federal-Mogul Corporation. The meeting will be held at Federal-Mogul’s World Headquarters, 26555 Northwestern Highway, Southfield, Michigan on Wednesday, April 19, 2000, beginning at 8:30 a.m.

The actions expected to be taken at the Annual Meeting are described in detail in the attached Proxy Statement and Notice of Annual Meeting of Shareholders.

Included with the Proxy Statement is a copy of the Company’s Annual Report to Shareholders. It includes information on the Company’s operations and products, as well as the Company’s audited financial statements.

Please use this opportunity to take part in the affairs of the Company by voting on the business to come before this meeting. Whether or not you plan to attend the meeting, please complete, sign, date and return the accompanying Proxy Card in the enclosed postage-paid envelope or vote by telephone. Returning the Proxy Card or voting by telephone does not deprive you of your right to attend the meeting and to vote your shares in person for the matters acted upon at the meeting.

We look forward to seeing you at the Annual Meeting.

	/s/ Richard A. Snell
	Richard A. Snell
	Chairman of the Board,
	Chief Executive Officer and President

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[FEDERAL MOGUL LOGO]

26555 Northwestern Highway, Southfield, MI 48034

March 15, 2000

The Annual Meeting of Shareholders of Federal-Mogul Corporation will be held at the World Headquarters of the Corporation, 26555 Northwestern Highway (southwest corner of Northwestern Highway and Lahser Road), Southfield, Michigan, on Wednesday, April 19, 2000, at 8:30 a.m., for the following purposes:

1.	to elect a Board of Directors to serve until the next Annual Meeting of Shareholders or until their successors are elected and qualified;
2.	to approve the appointment of Ernst & Young LLP as independent public accountants for 2000; and
3.	to transact such other business as may properly come before the meeting.

Shareholders who owned Federal-Mogul stock at the close of business on Tuesday, February 29, 2000 may attend and vote at the meeting. If you cannot attend the meeting, you may vote over the telephone as instructed on the enclosed Proxy Card or by mailing the Proxy Card in the enclosed postage pre-paid envelope. Any shareholder attending the meeting may vote in person, even though he or she has already returned a Proxy Card.

	/s/ David M. Sherbin
	David M. Sherbin
	Associate General Counsel and Secretary

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[FEDERAL MOGUL LOGO]

26555 Northwestern Highway, Southfield, Michigan 48034

March 15, 2000

The Board of Directors of Federal-Mogul Corporation is soliciting proxies to be voted at the Annual Meeting of Shareholders, to be held on Wednesday, April 19, 2000, at the World Headquarters, 26555 Northwestern Highway, Southfield, Michigan, beginning at 8:30 a.m.

This Proxy Statement and the enclosed Proxy Card are being mailed to Shareholders on or about March 15, 2000.

Only Shareholders of record of the Company’s Common Stock and Series C ESOP Convertible Preferred Stock (“Series C Stock”) at the close of business on February 29, 2000 will be entitled to vote. On that date, approximately 70,511,346 shares of Common Stock and 688,304 shares of Series C ESOP Convertible Preferred Stock were outstanding. Each issued and outstanding share of Common Stock is entitled to one vote, and each issued and outstanding share of Series C Stock is entitled to two votes. Accordingly, there will be 71,887,954 votes eligible to be cast upon each matter to be voted upon at the Annual Meeting.

The presence, in person or by proxy, of the holders of a majority of the Common Stock and Series C Stock outstanding on February 29, 2000 will constitute a quorum to conduct business.

Directors will be elected by a plurality of the votes cast at the Annual Meeting, and the nominees receiving the highest number of votes cast for the number of positions to be filled will be elected. The affirmative vote of a majority of the votes cast on the ratification of the selection of Ernst & Young LLP as independent public accountants is required for approval.

Abstentions will be treated as shares present for the purpose of determining the presence of a quorum. Proxies relating to street name shares that are voted by brokers on some but not all of the matters to be considered at the Annual Meeting will be treated as present for purposes of determining a quorum, but will not be entitled to vote on any matter as to which the broker does not have discretionary voting power and has not received instructions from the beneficial owner (broker non-votes). In tabulating the votes, abstentions and broker non-votes will be treated as votes not cast and will not have any effect on the results of the voting on the matters stated in this Proxy Statement. The Trustee will vote allocated shares for which it receives no written instructions in the same proportion as the allocated shares for which voting instructions have been received.

Shareholders of record may vote by completing and returning the enclosed Proxy Card or by calling a toll-free telephone number. Specific instructions for telephone voting are included on the enclosed Proxy Card. If a Shareholder votes by telephone, it is not necessary to return the Proxy Card. If you properly give a Proxy (including a written Proxy or a Proxy via telephone), your shares will be voted as you specify in the Proxy Card. If no specification is made, the shares will be voted in accordance with the recommendations of the Board of Directors. You may revoke your proxy prior to its exercise by delivering written notice of revocation to the Secretary of the Company, by giving a valid, later dated proxy or by attending the meeting and voting in person.

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ELECTION OF DIRECTORS

At the Annual Meeting, the shareholders will elect eight directors to hold office until the next Annual Meeting of shareholders and until successors have been duly elected and qualified or until any such director’s earlier resignation or removal. Shares represented by the accompanying proxy will be voted for the election of the eight nominees recommended by the Board of Directors, unless the proxy is marked in such a manner as to withhold authority to vote or as to vote for one or more alternate candidates. If any nominee for any reason is unable to serve or will not serve, the proxies may be voted for such substitute nominee as the proxyholder may determine. The Company is not aware of any nominee who will be unable to or for good cause will not serve as a director.

Each of the nominees for director is now a member of the Company’s Board of Directors.

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Board Committees

During 1999, there were eight meetings of the Board of Directors. Each of the directors attended 75% or more of the aggregate number of meetings of the Board of Directors and the standing committees on which he served.

The Board of Directors has four committees, the duties of which are described below:

Audit Committee. The Audit Committee met three times in 1999. The Committee is responsible for reviewing the Company’s accounting and financial reporting practices and provides a channel of communication between the Board of Directors and the Company’s independent accountants. This Committee reviews the scope and contents of the independent accountants’ audits, management letters and fees and the annual plans and work product of the internal auditing staff.

Governance and Nominating Committee. The Governance and Nominating Committee met two times during 1999. This Committee makes recommendations on the membership and compensation of the Board of Directors, and assures that a regular evaluation is conducted of the performance, independence, qualifications and integrity of both the Board of Directors and the executive officers of the Company.

Compensation Committee. The Compensation Committee met five times during 1999. The Committee determines compensation for the Company’s executive officers and makes recommendations to the Board of Directors concerning compensation for the Chairman of the Board and Chief Executive Officer. It also exercises the authority of the Board of Directors relating to the Company’s employee benefit plans.

Pension Committee. The Pension Committee met two times during 1999. This Committee conducts meetings with and reviews the performance of investment managers, trustees, and the Retirement Program Committee and plan administrators. This Committee also recommends pension funding levels to the Board of Directors after consultation with the Company’s Retirement Programs Committee, trustee actuaries, investment managers and other consultants retained by the Committee.

Compensation of Directors. Non-employee directors receive retainers of $8,750 for each calendar quarter and $1,000 for each meeting of the Board of Directors meeting they attend. In addition, they are paid $1,000 for each Committee meeting they attend, and chairmen of Committees receive an additional annual retainer of $5,000, except chairmen of the Compensation and Audit Committees who receive an additional annual retainer of $10,000. A plan permitting directors to defer compensation is available to all non-employee directors of the Company.

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In addition to the cash portion of the annual retainer, for the 5-year period that began on January 1, 1996, the Company credited to each non-employee director a lump sum deposit of $25,000 into a Directors’ Deferred Compensation Plan, representing an annual increase in the director’s retainer fee of $5,000 over the succeeding 5-year period. The amount is valued as though invested in the Company’s Common Stock and vests over five years in one-fifth increments for each year of service beginning on January 1, 1996. Directors who joined the Board in 1998 received a lump sum deposit of $15,000, which vests over three years in one-third increments.

Under the Company’s Non-Employee Director Stock Award Plan, upon joining the Board, non-employee directors receive a one-time grant of 1,000 shares of Common Stock, subject to transfer restrictions lapsing over five years. Each non-employee director also receives an annual grant of 6,000 non-qualified stock options to purchase the Company’s Common Stock at an exercise price set at the mean market price of the Company’s Common Stock on the date of grant. The stock options vest 100% after six months and expire ten years after the date of grant.

Directors’ Deferred Compensation: Under the Company’s Directors’ Deferred Compensation Plan, directors may elect to defer all or a portion of their cash compensation. Deferred amounts are hypothetically invested in either an interest bearing account or a Common Stock account, or a combination of both. Amounts deferred in the interest bearing account earn interest at an annual rate equal to the rate on 10-year Treasury Notes, plus 1%. Amounts deferred in the Common Stock account are credited in the form of hypothetical shares of the Company’s Common Stock based on the mean market price of the Common Stock on the date of the deferral. Hypothetical dividends are reinvested into additional shares. The shares credited to all non-employee directors’ deferred stock accounts are included in the Share Ownership Table on page 13. At each director’s election, upon retirement or resignation from the Board, the deferred compensation account will be paid in a lump sum or in annual or monthly installments over a period not to exceed ten years.

APPROVAL OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors recommends that the shareholders approve the Board’s appointment of Ernst & Young LLP as independent accountants to audit the financial statements of the Company for the year 2000. The firm has conducted the audits for the Company for many years. If the appointment is not approved, the Board of Directors will appoint another independent accounting firm to audit the financial statements of the Company and its consolidated subsidiaries for the year 2000 without further action by the shareholders.

Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will be available to respond to appropriate questions of shareholders and to make a statement if they desire to do so.

The Board of Directors recommends a vote FOR ratification of the appointment of Ernst & Young LLP as independent accountants for the year 2000.

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The following Summary Compensation Table shows, for the last three years, the Compensation paid to the Chairman of the Board, Chief Executive Officer and President and the four next most highly compensated executive officers of the Company. These five individuals are referred to as the “Named Executive Officers” throughout this Proxy Statement.

[Additional columns below]

[Continued from above table, first column(s) repeated]

		Long-Term Compensation
		Awards								Payouts
		Restricted				Securities
		Stock				Underlying				LTIP				All Other
Name and Principal		Award(s)				Options/SARs				Payouts				Compensation
Position		($)				(No.)				($)(a)				($)(b)
R. A. Snell(c)			—				200,000				754,967				13,278
Chairman of the Board,			—				144,506				—				13,162
Chief Executive Officer and							140,400				—				14,133
President
*T. W. Ryan(c)			—				60,000				155,130				11,800
Executive Vice President			—				29,761				—				42,224
and Chief Financial Officer			501,260				43,000				—				4,858
W. A. Schmelzer(c)			—				70,000				160,301				11,800
Executive Vice President			—				40,087				—				43,371
Europe			—				23,800				—				30,257
R. P. Randazzo(c)			—				35,000				113,762				11,800
Senior Vice President			—				22,159				—				39,874
Human Resources			352,500				13,000				—				3,733
F. I. Streicher(e)							20,000				—				25,071
Senior Vice President							15,500				—				14,865
Sealing Systems/
Visibility/Systems Protection

*	T. W. Ryan was employed by the Company until March 6, 2000.

(a) LTIP payments were made under a three-year performance unit program. The Plan was terminated in 1998. These are final payments under the Plan, based on the price of the Company’s stock on December 31, 1999.

(b) Other compensation paid in 1999 consists of: (i) contributions to the Salaried Employees’ Investment Program and Match Reinstatement Plan in the amount of $11,800 for R. A. Snell, T. W. Ryan, W. A. Schmelzer and R. P. Randazzo and $5,730 for F. I. Streicher; (ii) contributions made by the Company to F. I. Streicher in the amount of $19,341 under the Supplemental Executive Retirement Plan; and (iii) contributions for a life insurance policy to R. A. Snell in the amount of $1,478.

(c) Aggregate restricted stockholdings at December 31, 1999, and the market price of such holdings on such date based upon a closing price of $21.125 per share are as follows: R. A. Snell— 23,000 shares/$485,875; T. W. Ryan— 3,000 shares/$63,375; W. A. Schmelzer— 600 shares/$12,675; and R. P. Randazzo— 3,000 shares/$63,375.

(d) Compensation shown for R. A. Snell includes $73,802 for transportation related expenses.

(e) F. I. Streicher first became an executive officer of the Company in February 1998.

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The following table provides additional information concerning the non-qualified stock option awards to purchase the Company’s Common Stock shown in the Summary Compensation Table for 1999. Each option was awarded with an exercise price equal to the mean market price the Company’s Common Stock on the date of grant. The stock options vest 50% two years after the date of grant and 100% three years after the date of grant. All stock options expire five years after the date of grant. The Company did not grant any stock appreciation rights (“SARs”) in 1999. The potential realizable values shown are hypothetical and depend on the future performance of the Company’s Common Stock.

Option/SAR Grants in 1999

In 1999, the Company granted options to purchase over 2.5 million shares of the Company’s Common Stock to approximately 16,000 employees throughout the world.

The following table shows information for the Named Executive Officers and the amount and values of unexercised stock options as of December 31, 1999. No stock appreciation rights are outstanding, and no stock options were exercised by the Named Executive Officers in 1999.

Aggregated Option/SAR Exercises in 1999

Under the Company’s Personal Retirement Account Plan (the PRA), benefits are payable upon retirement to salaried employees in the form of a lump-sum or annuity at the employee’s election. The PRA is a defined benefit pension plan. Accrued pension benefits for participants are expressed as an account balance. Annual credits of 2.0, 2.5, 3.0, 4.0, 5.0, 6.0, 7.0, 8.0 or 9.0% of earnings are made to participants’ accounts based on the employee’s age. Earnings are defined as an employee’s base pay plus overtime, commissions, incentive compensation, bonuses and other variable compensation up to a maximum permitted by law ($160,000 in 1999). Benefits vest based on a graded five-year schedule.

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Estimated annual retirement benefits that may be provided by the PRA to the Named Executive Officers upon retirement at age 65, which is the mandatory retirement age for officers, assuming conversion of the combined account balances into a single monthly life annuity, are as follows: R. A. Snell— $24,784; T. W. Ryan— $54,281; W. A. Schmelzer— $62,570; R. P. Randazzo— $33,392 and F. I. Streicher— $45,195.

In addition to the PRA in 1999, the Company established a Supplemental Key Executive Pension Plan (SKEPP). The SKEPP is a non-tax qualified pension plan, the purpose of which is to provide a pension benefit for a limited number of senior executives that is competitive with pension benefits provided to senior executives at peer group companies. The SKEPP targets a pension benefit equal to 50% of an executive’s average compensation for the highest three of the last five years before retirement. An executive must have worked at the Company for a minimum of five years to receive a benefit under the SKEPP, and in order to receive the maximum SKEPP benefit, an executive must attain a minimum of 20 years of service with the Company and be at least age 62 upon retirement. The target benefits are calculated taking into account benefits paid under the Company’s PRA and certain predecessor plans.

The following table indicates estimated total annual benefits payable as a single life annuity beginning at age 65 for various compensation levels and years of service under the SKEPP, taking into account the PRA. Generally, annual compensation used for the pension formula purposes includes salary and annual bonus as reported in the Summary Compensation Table.

The SKEPP grants credit for all years of pension service with the Company and under certain predecessor plans. The Named Executive Officers who are eligible to participate in the SKEPP have the following years of credited pension service as of December 31, 1999: R. A. Snell— 12.1 years; T. W. Ryan— 4.9 years; W. A. Schmelzer— 30.6 years; and R. P. Randazzo— 5.1 years. F. I. Streicher does not participate in the SKEPP.

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Employment Agreement. The terms of R. A. Snell’s employment as Chairman of the Board, Chief Executive Officer and President of the Company are set forth in a five-year employment agreement dated as of December 1, 1996 and amended and restated as of September 29, 1999. Mr. Snell’s base salary for 2000 remains unchanged from 1999 at $1,000,008, subject to increase in future years by the Board of Directors. His 2000 bonus compensation, set by the Board, will be based upon the Company’s Economic Value Added (EVA) performance and additional corporate performance measures established by the Board of Directors. He is generally eligible for the plans and benefits provided to the Company’s senior executives. The Company agreed to pay Mr. Snell, following his separation from the Company, supplemental retirement benefits under its Supplemental Key Executive Pension Plan.

Severance Compensation. The Company is a party to executive severance agreements with the Named Executive Officers and certain other key management personnel. Severance benefits will be payable only if an actual or constructive termination of employment occurs within 36 months following a change in control of the Company. The benefits will consist of amounts ranging up to 2.999 times the covered individual’s annualized reported taxable income during the five year period preceding the change in control.

In accordance with rules adopted by the Securities and Exchange Commission, the Compensation Committee of the Company’s Board of Directors has furnished the following report on executive compensation:

Role of Compensation Committee. The Compensation Committee is composed entirely of five independent, non-employee directors of the Company. The Compensation Committee supervises the development and implementation of the Company’s compensation programs with the assistance of independent compensation consultants in order to:

	•	link senior manager’s goals with the interest of stockholders;
	•	support business plans and long-term Company goals;
	•	tie executive compensation to Company performance; and
	•	attract and retain talented management personnel.

The Compensation Committee makes recommendations to the Board of Directors on compensation actions involving its executive officers and selected members of senior management. The Compensation Committee met five times in 1999.

Compensation Philosophy. The total compensation plan for senior managers is designed to provide a strong incentive to maximize the Company’s shareholder value and to attract and retain proven management talents.

These goals are achieved by:

	•	Direct linkage of cash compensation awards to growth in Economic Value Added (EVA), which the Compensation Committee believes to be the best operating performance measure of shareholder value.
	•	Company Common Stock ownership requirements, supported by equity based incentive plans, which promote alignment of senior management with shareholders.
	•	Straightforward, definitive plan design that balances risk and reward and visibly ties management rewards to growth in shareholder value.

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Factors Considered in Determining Compensation. The Compensation Committee wants the compensation of Company executives to be competitive in the worldwide automobile parts industry and with other major U.S. companies of similar size. Each year, the Committee reviews a report from an outside executive compensation consultant on the Company’s compensation program for executives. The report discusses all aspects of compensation as well as how the Company’s program compares with those of other peer group companies. Based on this report, its own review of various parts of the program, and its assessment of the skills, experience, and achievements of individual executives, the Committee decides the compensation of executives.

In addition, two years ago, the Committee created stock ownership goals for executives at the vice president level and above. The goal is for these executives to own a multiple of their salary in the form of Company Common Stock. Ownership multiples range from one times salary for vice presidents to five times salary for the Chairman, Chief Executive Officer and President.

Types of Compensation. There are two types of compensation:

	•	Annual Cash Compensation. This includes base salary and an annual incentive compensation bonus; and
	•	Long-Term Compensation. This includes stock options and other long-term incentive awards based on common stock. The value of these awards depends on Company performance and future stock value.

Base Salary. The base salaries of senior management are determined with reference to corporate and individual performance for the previous year, internal relativity and market conditions, including pay at peer companies. Performance appraisals are conducted on an annual basis for all senior managers. Assessment of individual performance includes consideration of a person’s impact on the financial performance of the Company as well as judgment, creativity, effectiveness in developing subordinates in a diverse organization, and contributions to improvements in the quality of the Company’s products, customer service and operations. As noted above, the Compensation Committee uses the survey conducted by the executive compensation consultant to benchmark for reasonableness and competitiveness of base salaries.

Annual Incentive Compensation. Annual incentive compensation, if earned, is paid to executive officers and senior managers in accordance with the EVA Incentive Compensation Plan (the EVA Plan), which is formula driven. The Committee believes that EVA is the best operating performance measure of shareholder returns in excess of the cost of capital, and that executives’ annual incentive compensation should be tied to the Company’s EVA.

The eligible participants in the EVA Plan consist of executive officers and key management employees of the Company (currently less than 100 people) who are appointed by the Chief Executive Officer and approved by the Compensation Committee prior to the beginning of each fiscal year.

Participants in the EVA Plan, have, as a feature of the Plan, an EVA Bonus Bank. Under this feature, an annual bonus is determined based on formulas tied to the Company’s generation of EVA. Declared bonuses are placed in the hypothetical EVA Bonus Bank. Each year, a participant receives a bonus payment that is the sum of (a) an amount out of the EVA Bonus Bank up to the executive’s target bonus; plus (b) one-third of any amount remaining in the EVA Bonus Bank after subtracting (a). The remaining two-thirds of the EVA Bonus Bank balance is carried over for future years. All of the Named Executive Officers had EVA Bonus Bank balances that were carried over from the 1998 EVA Bonus Bank Plan calculation. The intent of this banking feature is to smooth out fluctuations of bonus payments over a period of time. For the Named Executive Officers, the balance in the prior year’s EVA Bonus Bank contributed to the 1999 bonus reflected in the Summary Compensation Table in amounts ranging from 26% to 34%.

Long-Term Incentive Compensation. Stock options are an important part of the Company’s performance-based compensation. The Compensation Committee believes that the awarding of stock options ensures that employees are oriented to growth over the long term and not simply focused on the Company’s short-term profits. In addition, the awarding of stock options encourages employees to remain at the Company because they vest over a three-year period and are forfeited if the employee leaves the

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Chief Executive Officer Compensation. The compensation of Mr. Snell, Chairman of the Board, Chief Executive Officer and President, consists of the same components as for other members of senior management: base salary, annual incentive compensation and long term incentive compensation.

Mr. Snell’s base salary in 1999 was $1,000,008 and will remain at that level for 2000. Mr. Snell’s salary was within the median range of the salaries of chief executive officers of other similarly sized automobile parts supply companies contained in the report provided to the Company by its independent compensation consultant. For 1999, Mr. Snell’s bonus calculation was made up of two elements. Seventy-five percent (75%) of Mr. Snell’s bonus was determined based upon the Company’s EVA performance, which generated a payout of $1,042,022, 34% of which was paid to Mr. Snell from the 1998 EVA Bonus Bank balance. The second portion of Mr. Snell’s bonus was linked to the Company’s stock performance and its generation of free cash flow. This portion of Mr. Snell’s bonus was equal to zero ($0) for 1999. In addition, Mr. Snell received payment of long-term incentive cash compensation in the form of payment of the vested portion of the 1997 Long-Term Incentive Plan Performance Unit Plan. This amount was $754,967 for 1999. This Plan was terminated in 1998, and Mr. Snell will not receive any future payments under this Plan.

In determining Mr. Snell’s 1999 bonus, the Compensation Committee noted that the Company had record sales of $6.5 million for the year and generated $167 million in free cash flow from operations, an improvement of $100 million over 1998. In addition, the Committee noted that the Company’s operating profit increased 98% over 1998, and earnings per share from operations increased 50% over 1998, both of which represent the best performance in the automobile parts industry for the third consecutive year. In reducing Mr. Snell’s bonus from the amount he received in 1998, the Committee focused on the $28 million deterioration in the Company’s EVA from the 1998 EVA amount as well as the decline in the value of the Company’s stock and its shortfall of free cash flow generation.

In 1999, the Compensation Committee also granted Mr. Snell a long-term incentive award of non-qualified stock options to purchase 200,000 shares of the Company’s Common Stock at $19.50 per share, the mean market price of the Common Stock on the date of the grant. These non-qualified stock options vest 50% after two years and 100% after three years, and expire in five years. In determining the size of the stock option grant, the Compensation Committee reviewed a number of annual proxy statements for the Company’s peer group companies as well as executive compensation survey data presented by the independent compensation consultant.

COMPENSATION COMMITTEE

J. J. Fannon, Chairman

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The following performance graph compares the cumulative total shareholder return on the Company’s Common Stock for the last five fiscal years with the cumulative total return of the S&P 500 Index and the Company’s Peer Group for the years 1995 through 1999.

The graph is constructed on the assumption that $100 was invested on December 31, 1994 (with quarterly reinvestment of dividends) in each of the Company, the S&P 500 Index, and the common stock of the Peer Group.*

[LINEGRAPH]

Fiscal Years Ended December 31

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Directors’ and Officers’ Ownership of Stock

The following table shows how much Common Stock each director and Named Executive Officer owned as of December 31, 1999. No director or executive officer beneficially owns more than 1% of the Common Stock, or Series C ESOP Stock, and directors and executive officers as a group beneficially own approximately 1% of the Company’s Common Stock. Unless otherwise noted, each person exercises sole voting and investment power with respect to the shares listed.

(a) This column includes Common Stock held by directors and officers or by certain members of their families (for which the directors and officers have sole or shared voting or investment power), shares of Common Stock they hold in the Salaried Employees’ Investment Program (SEIP) and Common Stock directors and officers have the right to acquire as a result of the exercise of stock options within sixty days of the date of this Proxy Statement. Figures in this column include, for all directors other than R. A. Snell, options to purchase 6,000 shares of Common Stock in which the directors are fully vested but that may not be exercised until June 8, 2000.

(b) Under a plan adopted by the Board of Directors, non-employee directors may elect to defer all or a portion of their compensation by converting amounts deferred into Units valued as though invested in Common Stock. The Units do not have voting rights.

(c) Shares allocated to personal accounts under SEIP of the Company. Participants share dispositive power over such shares with the Trustee for the Plan. Shares are voted (at the rate of two votes per share) by the Trustee in accordance with instructions from participants. Non-employee directors are not eligible to receive Series C ESOP Stock.

(d) The amounts shown include shares of Common Stock the following persons have the right to acquire as a result of the exercise of stock options within sixty days of the date of this Proxy Statement: R. A. Snell— 390,406 Shares; T. W. Ryan— 43,761 Shares; W. A. Schmelzer— 36,576 Shares; R. P. Randazzo— 23,659 Shares and F. I. Streicher— 3,750 Shares.

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(e) R. M. Hills has voting power with respect to 15,465 shares held in a family partnership; R. S. Miller, Jr. shares voting power with respect to 1,000 shares owned jointly; and J. C. Pope shares voting power with respect to 400 shares.

Ownership of Stock By Principal Owners

To the best of the Company’s knowledge and based on public reports filed with the Securities and Exchange Commission, the following table represents the beneficial owners of five percent or more of the outstanding shares of the Company’s Common Stock as of December 31, 1999.

(a) Capital Group International (“CGII”) serves as the parent holding company of a group of investment management companies that hold investment power and, in some cases, voting power over the securities reported. CGII does not have investment power or voting power over any of the securities reported. Of the number of shares reported, Capital Guardian Trust Company, a subsidiary of CGII, claims sole voting power as to 5,507,700 shares, sole dispositive power as to 7,400,420 shares and disclaims beneficial ownership of the 7,400,420 shares.

(b) Tiger Management Corporation (TMC) shares voting and dispositive power with respect to 8,893,300 shares on behalf of the clients of Tiger Management L.L.C. (TMLLC) and Tiger Performance L.L.C. (TPLLC). Julian H. Robertson, Jr. is the ultimate controlling person of TMC, TMLLC and TPLLC.

(c) Capital Research and Management Company (“CRMC”), claims sole dispositive power as to 4,869,860 shares and disclaims beneficial ownership of the 4,869,860 shares.

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Based on the Company’s records and other information, the Company believes that during 1999 its directors, officers and ten percent beneficial owners have complied with the filing requirements under Section 16(a) of the Securities Exchange Act of 1934, as amended.

As of the date of this Proxy Statement, the Board of Directors does not know of any matters to be presented for consideration at the Annual Meeting other than those described in this Proxy Statement. If any other matters properly come before the Annual Meeting, the accompanying Proxy confers discretionary authority on the holders of the Proxies with respect to those matters unless the Company received prior notice of the matter, as provided below under “Shareholder Proposals”. It is the intention of such Proxy holders to vote the Proxies in accordance with their best judgment.

The Company will pay all expenses in connection with the solicitation of Proxies. The Company will reimburse brokers, custodians, nominees and fiduciaries for their expenses in mailing Proxy materials. In addition to solicitation by mail, officers and other employees may also solicit Proxies in person or by telephone, without additional compensation. Also, the Company has hired the firm of D. F. King & Co. Inc., to assist in the distribution of Proxy materials and the solicitation of votes. The Company estimates that the fees paid to D. F. King & Co. Inc. will be approximately $7,500, plus reasonable out-of-pocket costs and expenses.

In order for a shareholder proposal or nomination to be properly presented at the Company’s 2001 Annual Meeting of Shareholders (the 2001 Annual Meeting), the shareholder proponent must comply with the relevant notice requirements contained in the Company’s By-laws. These requirements relate to both the timing and content of the notice. To be timely, a shareholder proposal or nomination intended to be brought before the 2001 Annual Meeting must be received by the Company during the period on or after January 8, 2001 and on or prior to February 2, 2001. In order for a Shareholder’s nomination to be considered, the Shareholder’s notice of a proposed nominee must include all of the information that the Company would be required to disclose regarding the nominee in its Proxy Statement. All proposals and nominations should be directed to the Secretary of the Company, 26555 Northwestern Highway, Southfield, Michigan 48034.

In addition, any shareholder proposal that is intended to be included in the Company’s Proxy Statement for the 2001 Annual Meeting must comply with certain rules and regulations of the Securities and Exchange Commission. The deadline for submitting any such proposal to the Company for inclusion in its Proxy Statement for the 2001 Annual Meeting is November 15, 2000.

	By Order of the Board of Directors,
	/s/ David M. Sherbin
	David M. Sherbin
	Associate General Counsel and Secretary

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Federal-Mogul Corporation

26555 Northwestern Highway

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