<PAGE>
                                                 Registration No.  333-_______



           AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                                ON JULY 19, 2002

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------

                               FEDDERS CORPORATION
             ------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

      DELAWARE                                    22-2572390
      --------                                    ----------
(STATE  OR OTHER JURISDICTION               (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)

                         505 Martinsville Road
                      LIBERTY CORNER, NEW JERSEY                 07938-0813
                      ---------------------------                ----------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)          (ZIP CODE)

          FEDDERS CORPORATION PLAN TO COMPENSATE NON-EMPLOYEE DIRECTORS
          -------------------------------------------------------------
                            (FULL TITLE OF THE PLAN)

                             Robert N. Edwards, Esq.
                       Vice President and General Counsel
                              505 Martinsville Road
                      LIBERTY CORNER, NEW JERSEY 07938-0813
                      -------------------------------------
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (908) 604-8686
          (TELEPHONE NUMBER, INCLUDING AREA CODE OF AGENT FOR SERVICE)



<PAGE>



                         CALCULATION OF REGISTRATION FEE

================================================================================
TITLE OF SECURITIES    AMOUNT        PROPOSED        PROPOSED     AMOUNT OF
TO BE REGISTERED       TO BE         MAXIMUM         MAXIMUM      REGISTRATION
                       REGISTERED    OFFERING PRICE  AGGREGATE    FEE
                                     PER SHARE *     OFFERING
                                                     PRICE *


Common Stock,          150,000       $2.435          $365,250.00  $33.60
$.01 par value         shares
================================================================================
* Calculated pursuant to Rule 457(h)(1), and (c) of the rules and regulations
under the Securities Act of 1933 solely for the purpose of calculating the
registration fee, based upon the last reported sales price of the Common Stock
as reported on the New York Stock Exchange Composite Tape on July 18, 2002.



<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                  This Registration Statement relates to the delivery by Fedders
Corporation, a Delaware corporation ("Fedders" or the "COMPANY"), of up to
150,000 shares of its Common Stock, $.01 par value, as payment of a portion of
the Company's non-employee Directors annual compensation pursuant to the Fedders
Corporation Plan to Compensate Non-Employee Directors (the "PLAN"). The
documents containing the information concerning the Plan specified in Item 1 of
the Form S-8 registration statement under the Securities Act of 1933 (the "1933
ACT") are not being filed as part of this Registration Statement in accordance
with the Note to Part I of the Form S-8 registration statement but will be sent
or given to non-employee Directors receiving a portion of their compensation in
shares of the Company's Common Stock under the Plan, in accordance with Rule
428(b)(1) under the 1933 Act.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

                  The following documents filed by the Company with the
Securities and Exchange Commission (the "COMMISSION") are incorporated in this
Registration Statement by reference:

                  1.       The Company's Annual Report on Form 10-K for the
                           fiscal year ended August 31, 2001;

                  2.       The Company's Quarterly Reports on Form 10-Q for the
                           periods ended November 30, 2001, February 28, 2002
                           and May 31, 2002;

                  3.       The Proxy Statement/Prospectus for Fedders
                           Corporation dated January 9, 2002 distributed in
                           connection with its Annual Meeting of Shareholders
                           held on February 26, 2002 and adjourned to March 26,
                           2002; and

                  4.       The description of the Company's capital stock
                           contained in Item 4 of this Registration Statement.

                  All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (the "1934 ACT") after the date of this Registration Statement and prior to
the filing of a post-effective amendment which indicates that all securities
reserved under the Plan have been delivered or which deregisters all securities
then remaining undelivered, shall be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the date of filing of
such documents.

                  To the extent that independent accountants audit and report on
financial statements of the Company issued at future dates, and consent to the
use of their reports thereon, such financial statements shall also be
incorporated by reference in this Registration Statement in reliance upon their
reports and said authority.

ITEM 4.           DESCRIPTION OF SECURITIES

AUTHORIZED CAPITAL

                  The authorized capital stock of Fedders currently consists of
90,000,000 shares consisting of 70,000,000 shares of Common Stock, par value
$.01 per share (the "FEDDERS COMMON STOCK"), 5,000,000 shares of Class B Stock,
par value $.01 per share (the "FEDDERS CLASS B STOCK") and 15,000,000 shares of
Preferred Stock (the "FEDDERS PREFERRED STOCK").


                                      II-1



<PAGE>

                  As of June 30, 2002, 29,888,621 shares of Fedders Common
Stock, and 2,493,047 shares of Fedders Class B Stock were issued and
outstanding. As of that date, no shares of Fedders Preferred Stock were
outstanding.

FEDDERS PREFERRED STOCK

                  Fedders Preferred Stock is issuable in one or more series and,
with respect to any series, the Board of Directors of Fedders is authorized to
fix the numbers of shares, dividend rates, liquidation prices, liquidation
rights of holders, redemption, conversion and voting rights and other terms of
the series. There is currently no series of Fedders Preferred Stock issued and
outstanding.


FEDDERS COMMON STOCK

                  DIVIDEND RIGHTS

                  Subject to the prior rights of the holders of any series of
Fedders Preferred Stock issued in the future, holders of Fedders Common Stock
and Fedders Class B Stock are entitled to receive such dividends and other
distributions in cash, stock or property of Fedders as may be declared thereon
by the Board of Directors of Fedders from time to time out of assets or funds of
Fedders legally available therefor, PROVIDED, that in the case of cash
dividends, if at any time a cash dividend is paid on the Fedders Common Stock, a
cash dividend of equal amount must be paid on the Fedders Class B Stock.

                  VOTING RIGHTS

                  Each share of Fedders Common Stock is entitled to one vote per
share on all matters submitted to the stockholders of Fedders. In most cases,
including the election of directors, the holders of the Fedders Common Stock
vote together with the holders of the Fedders Class B Stock. However, under
certain circumstances including any amendment to the Certificate of
Incorporation of Fedders, any merger or consolidation of Fedders, the sale of
all or substantially all of the assets of Fedders or the dissolution of Fedders,
the holders of the Fedders Common Stock have the right to approve such action
voting separately as a class.

                  LIQUIDATION RIGHTS

                  In the event of any dissolution, liquidation or winding up of
the affairs of Fedders, after payment or provision for payment of the debts and
other liabilities of Fedders and any amounts to which the holders of the Fedders
Preferred Stock are entitled, the remaining assets and funds of Fedders will be
divided among the holders of the Fedders Common Stock and Fedders Class B Stock
as follows:

                  (i)           first, before any payment or distribution of the
                                assets of Fedders is made to or set apart for
                                the holders of Fedders Class B Stock, the
                                holders of the shares of Fedders Common Stock
                                (including those persons who will become holders
                                of Fedders Common Stock by reason of converting
                                their shares of Fedders Class B Stock) will be
                                entitled to receive $0.25 per share;


                                      II-2


<PAGE>

                  (ii)          second, before any additional payment or
                                distribution of the assets of Fedders is made to
                                or set apart for the holders of Fedders Common
                                Stock following the initial $0.25 per share
                                payment to the Fedders Common Stock
                                shareholders, the holders of Fedders Class B
                                Stock shall be entitled to receive $0.50 per
                                share;

                  (iii)         third, before any additional payment or
                                distribution of the assets of Fedders is made to
                                or set apart for the holders of Fedders Class B
                                Stock following the $0.25 per share payment to
                                the holders of Fedders Common Stock and the
                                $0.50 per share payment to the holders of the
                                Fedders Class B Stock, the holders of Fedders
                                Common Stock (including those persons who shall
                                become holders of Fedders Common Stock by reason
                                of converting their shares of Fedders Class B
                                Stock) will be entitled to receive an additional
                                $0.25 per share; and

                  (iv)          fourth, following the payment or setting apart
                                for payment of the amounts in items (i) through
                                (iii) above, the holders of Fedders Common Stock
                                and Fedders Class B Stock will participate PARI
                                PASSU and be entitled to receive, on a PRO RATA
                                basis, the remaining assets of Fedders or
                                proceeds therefrom available for distribution to
                                the holders of Fedders Common Stock and Fedders
                                Class B Stock.

                  LISTING AND TRANSFER AGENT

                  The Fedders Common Stock is listed on the New York Stock
Exchange under the symbol "FJC."

                  American Stock Transfer & Trust Company, 40 Wall Street, New
York, NY 10005, is the transfer agent and registrar for the Fedders Common
Stock.

FEDDERS CLASS B STOCK


                  VOTING RIGHTS

                  Each share of Fedders Class B Stock is entitled to one vote on
all matters submitted to the stockholders of Fedders, provided that each share
of Fedders Class B Stock is entitled to ten votes per share in any election of
directors if more than 15% of the shares of Fedders Common Stock outstanding on
the record date are owned beneficially by a person or group of persons acting in
concert (other than the Board of Directors of Fedders) provided such nomination
is not made by one or more of the holders of Fedders Class B Stock, acting in
concert with each other, who beneficially own more than 15% of the shares of
Fedders Class B Stock outstanding on such record date.

                  In addition, under the Certificate of Incorporation of
Fedders, the holders of the Fedders Class B Stock have the right to vote
separately as a class on certain matters. These matters include any amendment to
the Certificate of Incorporation of Fedders, any merger or consolidation of
Fedders, any sale of all or substantially all of the assets of Fedders, any


                                      II-3

<PAGE>

dissolution of Fedders and any additional issuance of Fedders Class B Stock
(except in connection with stock splits and stock dividends).

                  DIVIDEND RIGHTS

                  The dividend rights of the holders of the Fedders Class B
Stock are described herein under "FEDDERS COMMON STOCK - DIVIDEND RIGHTS."

                  LIQUIDATION RIGHTS

                  The liquidation rights of the holders of the Fedders Class B
Stock are described herein under "FEDDERS COMMON STOCK - LIQUIDATION RIGHTS."

                  RESTRICTIONS ON TRANSFER

                  Under the provisions of the Certificate of Incorporation of
Fedders, the ability of a holder of Fedders Class B Stock to transfer such stock
whether by sale, assignment, gift, bequest, appointment or otherwise, can only
be made to a Permitted Transferee (as defined in the Certificate of
Incorporation of Fedders).

                  CONVERSION RIGHTS

                  Each share of Fedders Class B Stock is convertible at any time
by the holder thereof into one share of Fedders Common Stock, with no payment or
adjustment on account of dividends accrued or in arrears on the Fedders Class B
Stock surrendered for conversion or on account of any dividends on the Fedders
Common Stock issuable on such conversion. Any conversion of Fedders Class B
Stock is deemed to occur on the date the certificate therefor is surrendered,
and the person or persons entitled to receive the Fedders Common Stock issuable
upon conversion of the Fedders Class B Stock shall be treated for all purposes
as the record holder of such Fedders Common Stock on such date.

                  At any time when the number of outstanding shares of Fedders
Class B Stock falls below 2.5% of the aggregate number of the issued and
outstanding shares of the Fedders Common Stock and the Fedders Class B Stock, or
the Board of Directors of Fedders and the holders of a majority of the
outstanding shares of Fedders Class B Stock approve the conversion of all of the
Fedders Class B Stock into Fedders Common Stock, then, immediately upon the
occurrence of either such event, the outstanding shares of Fedders Class B Stock
will be converted into shares of Fedders Common Stock.

                  LISTING AND TRANSFER AGENT

                  The Fedders Class B Stock is not actively traded.

                  Fedders acts as the transfer agent and registrar for the
Fedders Class B Stock.



ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not applicable.

                                      II-4

<PAGE>

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Pursuant to the Delaware General Corporation Law ( the
"DGCL"), a corporation may indemnify any person in connection with any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than a derivative action by or
in the right of such corporation) who is or was a director, officer, employee or
agent of such corporation, or serving at the request of such corporation in such
capacity for another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action, suit or proceeding, if such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of such corporation and with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

                  The DGCL also permits indemnification by a corporation under
similar circumstances for expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of a derivative action, except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been adjudged
to be liable to such corporation unless the Court of Chancery or the court in
which such action or suit was brought shall determine upon application that such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.

                  The DGCL provides that the indemnification described above
shall not be deemed exclusive of other indemnification that may be granted by a
corporation pursuant to its By-Laws, disinterested directors' vote,
stockholders' vote, agreement or otherwise.

                  The DGCL also provides corporations with the power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation in a similar capacity for another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him or her in any such capacity, or arising out of his or her
status as such, whether or not the corporation would have the power to indemnify
him or her against such liability as described above.

                  In addition, the Company's By-Laws provide that any person
made a party to an action by or in the right of the Company to procure a
judgment in its favor, or made, or threatened to be made, a party to an action
or proceeding other than one by or in the right of the Company to procure a
judgment in its favor, by reason of the fact that he, his testator or intestate
is or was a director or officer of the Company, or any other corporation,
domestic or foreign, which he, his testator or intestate served in any capacity
at the request of the Company, shall be indemnified by the Company against
judgments, fines, amounts paid in settlement and the reasonable expenses
(including attorneys' fees) actually incurred by him as a result of such action
or proceeding, or any appeal therein, to the full extent permissible under the
DGCL. As permitted by the DGCL, the Company maintains liability and
indemnification insurance policies covering all officers and directors of the
Company and its subsidiaries which are renewed on an annual basis.


                                      II-5

<PAGE>


ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

ITEM 8.           EXHIBITS

                  Exhibit 5         Opinion of Robert N. Edwards, Vice President
                                    and General Counsel of the Company

                  Exhibit 23(a)     Consent of Independent Accountants

                  Exhibit 23(b)     Consent of Robert N. Edwards, Vice President
                                    and General Counsel of the Company
                                    (included as part of Exhibit 5)

                  Exhibit 24        Power of Attorney

                  Exhibit 99        Written Description of the Fedders
                                    Corporation Plan to Compensate Non-Employee
                                    Directors

ITEM 9.           UNDERTAKINGS

                  (a)      The Company hereby undertakes:

                           (1) To file, during any period in which offers or
sales are being made of the securities registered hereby, a post-effective
amendment to this Registration Statement:

                                    (i) To include any prospectus required by
                           Section 10(a)(3) of the Securities Act of 1933;

                                    (ii) To reflect in the prospectus any facts
                           or events arising after the effective date of this
                           Registration Statement (or the most recent
                           post-effective amendment thereof) which, individually
                           or in the aggregate, represent a fundamental change
                           in the information set forth in this Registration
                           Statement;

                                    (iii) To include any material information
                           with respect to the plan of distribution not
                           previously disclosed in this Registration Statement
                           or any material change to such information in this
                           Registration Statement;

Provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this Registration
Statement.

                           (2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new


                                      II-6
<PAGE>


registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                           (3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
undelivered at the termination of the offering.

                  (b) The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in that Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                      II-7


<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Liberty Corner, State of New Jersey, on July
18, 2002.


                                                  FEDDERS CORPORATION


                                                  By /s/ Kent E. Hansen
                                                     ------------------------
                                                       Kent E. Hansen
                                                       Executive Vice President
                                                       and Secretary


                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities shown on the 18th day of July 2002.
<TABLE>
<CAPTION>

<S>                                   <C>                                   <C>
SAL GIORDANO, JR.                     Chairman, President              )
                                      and Chief Executive Offi-        )
                                      cer and a Director               )
                                      (Principal Executive             )
                                      Officer)                         )
WILLIAM J. BRENNAN                    Director                         )
DAVID C. CHANG                        Director                         )    By   /s/ Robert N. Edwards
MICHAEL L. DUCKER                     Director                         )         ---------------------
JOSEPH GIORDANO                       Director                         )         Robert N. Edwards
C. A. KEEN                            Director                         )         Attorney-in-fact
HOWARD S. MODLIN                      Director                         )
S. A. MUSCARNERA                      Director                         )
ANTHONY PULEO                         Director                         )
MICHAEL GIORDANO                      Executive Vice President         )
                                      Finance and Administration       )
                                      and Chief Financial Officer      )
                                      (Principal Financial and         )
                                      Accounting Officer)              )

</Table>




                                      II-8


<PAGE>

                                          EXHIBIT INDEX

                Exhibit 5         Opinion of Robert N. Edwards, Vice President
                                  and General Counsel of the Company

                Exhibit 23(a)     Consent of Independent Accountants

                Exhibit 23(b)     Consent of Robert N. Edwards, Vice President
                                  and General Counsel of the Company
                                  (included as part of Exhibit 5)

                Exhibit 24        Power of Attorney

                Exhibit 99        Written Description of the Fedders Corporation
                                  Plan to Compensate Non-Employee Directors
[{"type": "S-8", "sequence": "1", "filename": "y62375sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 28077}]
{"company-data": {"conformed-name": "FEDDERS CORP /DE", "cik": "0000744106", "assigned-sic": "3585", "irs-number": "222572390", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-96787", "film-number": "02706756"}, "business-address": {"street1": "505 MARTINSVILLE RD", "street2": "WESTGATE CORPORATE CTR", "city": "LIBERTY CORNER", "state": "NJ", "zip": "07938-0813", "phone": "9086048686"}, "mail-address": {"street1": "505 MARTINSVILLE RD", "street2": "WESTGATE CORPORATE CTR", "city": "LIBERTY CORNER", "state": "NJ", "zip": "07938-0813"}}
Registration No.  333-_______

           AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                                ON JULY 19, 2002

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------

                               FEDDERS CORPORATION
             ------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

      DELAWARE                                    22-2572390
      --------                                    ----------
(STATE  OR OTHER JURISDICTION               (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)

                         505 Martinsville Road
                      LIBERTY CORNER, NEW JERSEY                 07938-0813
                      ---------------------------                ----------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)          (ZIP CODE)

          FEDDERS CORPORATION PLAN TO COMPENSATE NON-EMPLOYEE DIRECTORS
          -------------------------------------------------------------
                            (FULL TITLE OF THE PLAN)

                             Robert N. Edwards, Esq.
                       Vice President and General Counsel
                              505 Martinsville Road
                      LIBERTY CORNER, NEW JERSEY 07938-0813
                      -------------------------------------
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (908) 604-8686
          (TELEPHONE NUMBER, INCLUDING AREA CODE OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE

================================================================================
TITLE OF SECURITIES    AMOUNT        PROPOSED        PROPOSED     AMOUNT OF
TO BE REGISTERED       TO BE         MAXIMUM         MAXIMUM      REGISTRATION
                       REGISTERED    OFFERING PRICE  AGGREGATE    FEE
                                     PER SHARE *     OFFERING
                                                     PRICE *

Common Stock,          150,000       $2.435          $365,250.00  $33.60
$.01 par value         shares
================================================================================
* Calculated pursuant to Rule 457(h)(1), and (c) of the rules and regulations
under the Securities Act of 1933 solely for the purpose of calculating the
registration fee, based upon the last reported sales price of the Common Stock
as reported on the New York Stock Exchange Composite Tape on July 18, 2002.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                  This Registration Statement relates to the delivery by Fedders
Corporation, a Delaware corporation ("Fedders" or the "COMPANY"), of up to
150,000 shares of its Common Stock, $.01 par value, as payment of a portion of
the Company's non-employee Directors annual compensation pursuant to the Fedders
Corporation Plan to Compensate Non-Employee Directors (the "PLAN"). The
documents containing the information concerning the Plan specified in Item 1 of
the Form S-8 registration statement under the Securities Act of 1933 (the "1933
ACT") are not being filed as part of this Registration Statement in accordance
with the Note to Part I of the Form S-8 registration statement but will be sent
or given to non-employee Directors receiving a portion of their compensation in
shares of the Company's Common Stock under the Plan, in accordance with Rule
428(b)(1) under the 1933 Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

                  The following documents filed by the Company with the
Securities and Exchange Commission (the "COMMISSION") are incorporated in this
Registration Statement by reference:

                  1.       The Company's Annual Report on Form 10-K for the
                           fiscal year ended August 31, 2001;

                  2.       The Company's Quarterly Reports on Form 10-Q for the
                           periods ended November 30, 2001, February 28, 2002
                           and May 31, 2002;

                  3.       The Proxy Statement/Prospectus for Fedders
                           Corporation dated January 9, 2002 distributed in
                           connection with its Annual Meeting of Shareholders
                           held on February 26, 2002 and adjourned to March 26,
                           2002; and

                  4.       The description of the Company's capital stock
                           contained in Item 4 of this Registration Statement.

                  All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (the "1934 ACT") after the date of this Registration Statement and prior to
the filing of a post-effective amendment which indicates that all securities
reserved under the Plan have been delivered or which deregisters all securities
then remaining undelivered, shall be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the date of filing of
such documents.

                  To the extent that independent accountants audit and report on
financial statements of the Company issued at future dates, and consent to the
use of their reports thereon, such financial statements shall also be
incorporated by reference in this Registration Statement in reliance upon their
reports and said authority.

ITEM 4.           DESCRIPTION OF SECURITIES

AUTHORIZED CAPITAL

                  The authorized capital stock of Fedders currently consists of
90,000,000 shares consisting of 70,000,000 shares of Common Stock, par value
$.01 per share (the "FEDDERS COMMON STOCK"), 5,000,000 shares of Class B Stock,
par value $.01 per share (the "FEDDERS CLASS B STOCK") and 15,000,000 shares of
Preferred Stock (the "FEDDERS PREFERRED STOCK").

                                      II-1
As of June 30, 2002, 29,888,621 shares of Fedders Common
Stock, and 2,493,047 shares of Fedders Class B Stock were issued and
outstanding. As of that date, no shares of Fedders Preferred Stock were
outstanding.

FEDDERS PREFERRED STOCK

                  Fedders Preferred Stock is issuable in one or more series and,
with respect to any series, the Board of Directors of Fedders is authorized to
fix the numbers of shares, dividend rates, liquidation prices, liquidation
rights of holders, redemption, conversion and voting rights and other terms of
the series. There is currently no series of Fedders Preferred Stock issued and
outstanding.

FEDDERS COMMON STOCK

                  DIVIDEND RIGHTS

                  Subject to the prior rights of the holders of any series of
Fedders Preferred Stock issued in the future, holders of Fedders Common Stock
and Fedders Class B Stock are entitled to receive such dividends and other
distributions in cash, stock or property of Fedders as may be declared thereon
by the Board of Directors of Fedders from time to time out of assets or funds of
Fedders legally available therefor, PROVIDED, that in the case of cash
dividends, if at any time a cash dividend is paid on the Fedders Common Stock, a
cash dividend of equal amount must be paid on the Fedders Class B Stock.

                  VOTING RIGHTS

                  Each share of Fedders Common Stock is entitled to one vote per
share on all matters submitted to the stockholders of Fedders. In most cases,
including the election of directors, the holders of the Fedders Common Stock
vote together with the holders of the Fedders Class B Stock. However, under
certain circumstances including any amendment to the Certificate of
Incorporation of Fedders, any merger or consolidation of Fedders, the sale of
all or substantially all of the assets of Fedders or the dissolution of Fedders,
the holders of the Fedders Common Stock have the right to approve such action
voting separately as a class.

                  LIQUIDATION RIGHTS

                  In the event of any dissolution, liquidation or winding up of
the affairs of Fedders, after payment or provision for payment of the debts and
other liabilities of Fedders and any amounts to which the holders of the Fedders
Preferred Stock are entitled, the remaining assets and funds of Fedders will be
divided among the holders of the Fedders Common Stock and Fedders Class B Stock
as follows:

                  (i)           first, before any payment or distribution of the
                                assets of Fedders is made to or set apart for
                                the holders of Fedders Class B Stock, the
                                holders of the shares of Fedders Common Stock
                                (including those persons who will become holders
                                of Fedders Common Stock by reason of converting
                                their shares of Fedders Class B Stock) will be
                                entitled to receive $0.25 per share;

                                      II-2
(ii)          second, before any additional payment or
                                distribution of the assets of Fedders is made to
                                or set apart for the holders of Fedders Common
                                Stock following the initial $0.25 per share
                                payment to the Fedders Common Stock
                                shareholders, the holders of Fedders Class B
                                Stock shall be entitled to receive $0.50 per
                                share;

                  (iii)         third, before any additional payment or
                                distribution of the assets of Fedders is made to
                                or set apart for the holders of Fedders Class B
                                Stock following the $0.25 per share payment to
                                the holders of Fedders Common Stock and the
                                $0.50 per share payment to the holders of the
                                Fedders Class B Stock, the holders of Fedders
                                Common Stock (including those persons who shall
                                become holders of Fedders Common Stock by reason
                                of converting their shares of Fedders Class B
                                Stock) will be entitled to receive an additional
                                $0.25 per share; and

                  (iv)          fourth, following the payment or setting apart
                                for payment of the amounts in items (i) through
                                (iii) above, the holders of Fedders Common Stock
                                and Fedders Class B Stock will participate PARI
                                PASSU and be entitled to receive, on a PRO RATA
                                basis, the remaining assets of Fedders or
                                proceeds therefrom available for distribution to
                                the holders of Fedders Common Stock and Fedders
                                Class B Stock.

                  LISTING AND TRANSFER AGENT

                  The Fedders Common Stock is listed on the New York Stock
Exchange under the symbol "FJC."

                  American Stock Transfer & Trust Company, 40 Wall Street, New
York, NY 10005, is the transfer agent and registrar for the Fedders Common
Stock.

FEDDERS CLASS B STOCK

                  VOTING RIGHTS

                  Each share of Fedders Class B Stock is entitled to one vote on
all matters submitted to the stockholders of Fedders, provided that each share
of Fedders Class B Stock is entitled to ten votes per share in any election of
directors if more than 15% of the shares of Fedders Common Stock outstanding on
the record date are owned beneficially by a person or group of persons acting in
concert (other than the Board of Directors of Fedders) provided such nomination
is not made by one or more of the holders of Fedders Class B Stock, acting in
concert with each other, who beneficially own more than 15% of the shares of
Fedders Class B Stock outstanding on such record date.

                  In addition, under the Certificate of Incorporation of
Fedders, the holders of the Fedders Class B Stock have the right to vote
separately as a class on certain matters. These matters include any amendment to
the Certificate of Incorporation of Fedders, any merger or consolidation of
Fedders, any sale of all or substantially all of the assets of Fedders, any

                                      II-3
dissolution of Fedders and any additional issuance of Fedders Class B Stock
(except in connection with stock splits and stock dividends).

                  DIVIDEND RIGHTS

                  The dividend rights of the holders of the Fedders Class B
Stock are described herein under "FEDDERS COMMON STOCK - DIVIDEND RIGHTS."

                  LIQUIDATION RIGHTS

                  The liquidation rights of the holders of the Fedders Class B
Stock are described herein under "FEDDERS COMMON STOCK - LIQUIDATION RIGHTS."

                  RESTRICTIONS ON TRANSFER

                  Under the provisions of the Certificate of Incorporation of
Fedders, the ability of a holder of Fedders Class B Stock to transfer such stock
whether by sale, assignment, gift, bequest, appointment or otherwise, can only
be made to a Permitted Transferee (as defined in the Certificate of
Incorporation of Fedders).

                  CONVERSION RIGHTS

                  Each share of Fedders Class B Stock is convertible at any time
by the holder thereof into one share of Fedders Common Stock, with no payment or
adjustment on account of dividends accrued or in arrears on the Fedders Class B
Stock surrendered for conversion or on account of any dividends on the Fedders
Common Stock issuable on such conversion. Any conversion of Fedders Class B
Stock is deemed to occur on the date the certificate therefor is surrendered,
and the person or persons entitled to receive the Fedders Common Stock issuable
upon conversion of the Fedders Class B Stock shall be treated for all purposes
as the record holder of such Fedders Common Stock on such date.

                  At any time when the number of outstanding shares of Fedders
Class B Stock falls below 2.5% of the aggregate number of the issued and
outstanding shares of the Fedders Common Stock and the Fedders Class B Stock, or
the Board of Directors of Fedders and the holders of a majority of the
outstanding shares of Fedders Class B Stock approve the conversion of all of the
Fedders Class B Stock into Fedders Common Stock, then, immediately upon the
occurrence of either such event, the outstanding shares of Fedders Class B Stock
will be converted into shares of Fedders Common Stock.

                  LISTING AND TRANSFER AGENT

                  The Fedders Class B Stock is not actively traded.

                  Fedders acts as the transfer agent and registrar for the
Fedders Class B Stock.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not applicable.

                                      II-4
ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  Pursuant to the Delaware General Corporation Law ( the
"DGCL"), a corporation may indemnify any person in connection with any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than a derivative action by or
in the right of such corporation) who is or was a director, officer, employee or
agent of such corporation, or serving at the request of such corporation in such
capacity for another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action, suit or proceeding, if such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of such corporation and with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

                  The DGCL also permits indemnification by a corporation under
similar circumstances for expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of a derivative action, except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been adjudged
to be liable to such corporation unless the Court of Chancery or the court in
which such action or suit was brought shall determine upon application that such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.

                  The DGCL provides that the indemnification described above
shall not be deemed exclusive of other indemnification that may be granted by a
corporation pursuant to its By-Laws, disinterested directors' vote,
stockholders' vote, agreement or otherwise.

                  The DGCL also provides corporations with the power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation in a similar capacity for another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him or her in any such capacity, or arising out of his or her
status as such, whether or not the corporation would have the power to indemnify
him or her against such liability as described above.

                  In addition, the Company's By-Laws provide that any person
made a party to an action by or in the right of the Company to procure a
judgment in its favor, or made, or threatened to be made, a party to an action
or proceeding other than one by or in the right of the Company to procure a
judgment in its favor, by reason of the fact that he, his testator or intestate
is or was a director or officer of the Company, or any other corporation,
domestic or foreign, which he, his testator or intestate served in any capacity
at the request of the Company, shall be indemnified by the Company against
judgments, fines, amounts paid in settlement and the reasonable expenses
(including attorneys' fees) actually incurred by him as a result of such action
or proceeding, or any appeal therein, to the full extent permissible under the
DGCL. As permitted by the DGCL, the Company maintains liability and
indemnification insurance policies covering all officers and directors of the
Company and its subsidiaries which are renewed on an annual basis.

                                      II-5
ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

ITEM 8.           EXHIBITS

                  Exhibit 5         Opinion of Robert N. Edwards, Vice President
                                    and General Counsel of the Company

                  Exhibit 23(a)     Consent of Independent Accountants

                  Exhibit 23(b)     Consent of Robert N. Edwards, Vice President
                                    and General Counsel of the Company
                                    (included as part of Exhibit 5)

                  Exhibit 24        Power of Attorney

                  Exhibit 99        Written Description of the Fedders
                                    Corporation Plan to Compensate Non-Employee
                                    Directors

ITEM 9.           UNDERTAKINGS

                  (a)      The Company hereby undertakes:

                           (1) To file, during any period in which offers or
sales are being made of the securities registered hereby, a post-effective
amendment to this Registration Statement:

                                    (i) To include any prospectus required by
                           Section 10(a)(3) of the Securities Act of 1933;

                                    (ii) To reflect in the prospectus any facts
                           or events arising after the effective date of this
                           Registration Statement (or the most recent
                           post-effective amendment thereof) which, individually
                           or in the aggregate, represent a fundamental change
                           in the information set forth in this Registration
                           Statement;

                                    (iii) To include any material information
                           with respect to the plan of distribution not
                           previously disclosed in this Registration Statement
                           or any material change to such information in this
                           Registration Statement;

Provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this Registration
Statement.

                           (2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new

                                      II-6
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                           (3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
undelivered at the termination of the offering.

                  (b) The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in that Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-7
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Liberty Corner, State of New Jersey, on July
18, 2002.

                                                  FEDDERS CORPORATION

                                                  By /s/ Kent E. Hansen
                                                     ------------------------
                                                       Kent E. Hansen
                                                       Executive Vice President
                                                       and Secretary

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities shown on the 18th day of July 2002.
SAL GIORDANO, JR.                     Chairman, President              )
                                      and Chief Executive Offi-        )
                                      cer and a Director               )
                                      (Principal Executive             )
                                      Officer)                         )
WILLIAM J. BRENNAN                    Director                         )
DAVID C. CHANG                        Director                         )    By   /s/ Robert N. Edwards
MICHAEL L. DUCKER                     Director                         )         ---------------------
JOSEPH GIORDANO                       Director                         )         Robert N. Edwards
C. A. KEEN                            Director                         )         Attorney-in-fact
HOWARD S. MODLIN                      Director                         )
S. A. MUSCARNERA                      Director                         )
ANTHONY PULEO                         Director                         )
MICHAEL GIORDANO                      Executive Vice President         )
                                      Finance and Administration       )
                                      and Chief Financial Officer      )
                                      (Principal Financial and         )
                                      Accounting Officer)              )
II-8
EXHIBIT INDEX

                Exhibit 5         Opinion of Robert N. Edwards, Vice President
                                  and General Counsel of the Company

                Exhibit 23(a)     Consent of Independent Accountants

                Exhibit 23(b)     Consent of Robert N. Edwards, Vice President
                                  and General Counsel of the Company
                                  (included as part of Exhibit 5)

                Exhibit 24        Power of Attorney

                Exhibit 99        Written Description of the Fedders Corporation
                                  Plan to Compensate Non-Employee Directors