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                                    Registration No. 33-

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

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

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

       MICHIGAN                                    38-0544580
(State or other jurisdiction                   (IRS Employer 
of incorporation or organization)              Identification No.)

  26555 Northwestern Highway, Southfield, Michigan        48034
    (Address of Principal Executive Offices)            (Zip code)

     FEDERAL-MOGUL CORPORATION 1997 LONG TERM INCENTIVE PLAN
                      (Full title of plan)

                       Diane L. Kaye, Esq.
          Vice President, General Counsel and Secretary
                    Federal-Mogul Corporation
                   26555 Northwestern Highway
                  Southfield, Michigan  48034
             (name and address of agent for service)
                                       
                        (248) 354-7000
   (telephone number, including area code, of agent for service)

                 CALCULATION OF REGISTRATION FEE
                               Proposed    Proposed
                               Maximum     Maximum
  Title of                     Offering    Aggregate  Amount of
Securities to   Amount to be   Price Per   Offering   Registration
be Registered   Registered     Unit (1)    Price (1)  Fee         

Common Stock     1,300,000     $44.813    $58,256,900  $17,654.00

(1)   Estimated solely for purposes of calculating the registration
      fee in accordance with Rule 457 promulgated under the
      Securities Act of 1933, as amended.

      The price shown is the average of the high and low prices of
      the Common Stock on the New York Stock Exchange on October
      24, 1997, in accordance with Rule 457(h).<PAGE>
<PAGE> 2
                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I
of Form S-8 will be sent or given to participating employees as
specified by Rule 428(b)(1) under the Securities Act of 1933, as
amended (the "Act").  These documents and the documents
incorporated by reference into this Registration Statement, taken
together, constitute a prospectus that meets the requirements of
Section 10(a) of the Act. 

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

The following documents filed by Federal-Mogul Corporation (the
"Company") with the Commission are incorporated herein by
reference:

(a)   The Company's Annual Report on Form 10-K for year ended
      December 31, 1996, as amended by a Form 10-K/A dated August
      18, 1997;

(b)   The Company's Quarterly Report on Form 10-Q for the quarter 
      ended March 31, 1997 as amended by a Form 10-Q/A dated August
      18, 1997;

(c)   The Company's Quarterly Report on Form 10-Q for the quarter
      ended June 30, 1997;

(d)   Description of the Company's Common Stock contained in the
      Prospectus forming a part of the Company's Registration
      Statement on Form S-3 (No. 33-51265);

(e)   The Company's Current Report on Form 8-K filed on February
      12, 1997; and

(f)   The Company's Current Report on Form 8-K filed on October 16,
      1997.

Item 4.   Description of Securities.

     The class of securities to be offered is Common Stock, without
par value, registered under Section 12 of the Securities
Exchange Act of 1934.



     

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Item 5.   Interests of Named Experts and Counsel.

     Certain legal matters in connection with the Common Stock
offered hereby will be passed upon for the Company by Diane L.
Kaye, Esq., Vice President, General Counsel and Secretary of
the Company.

Item 6.   Indemnification of Directors and Officers.

     The Company is organized under the Michigan Business
Corporation Act (the "MBCA") which, in general, empowers
Michigan corporations to indemnify a person who is a party or
threatened to be made a party to any civil, criminal,
administrative or investigative action, suit or proceeding
(other than actions by or in the right of the corporation) by
reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or of another
enterprise at such corporation's request, against expenses,
judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection therewith 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 the
corporation or its shareholders and, in the case of a criminal
action or proceeding, had no reasonable cause to believe his
or her conduct was unlawful.  If a person is successful in
defending against a derivative action or a third-party action,
the MBCA requires that a Michigan corporation indemnify the
person against expenses incurred in the action.

     The MBCA also empowers Michigan corporations to provide
similar indemnity against expenses actually and reasonably incurred
by such a person in actions or suits by or in the right of the
corporation except in respect of any claim, issue or matter as to
which such person is adjudged to be liable to the corporation,
unless and only to the extent that a court determines that, despite
the adjudication of the liability but in view of all circumstances
of the case, such person is fairly and reasonably entitled to
indemnity.

     The Company's bylaws generally require the Company to
indemnify the directors and officers to the fullest extent
permissible under Michigan law against all expenses (including
amounts paid in settlement incurred in any proceeding (whether or
not such proceeding was by or in the right of the Company) in which
they were parties because of their positions as directors or
officers of the Company or because they served at the request of
the Company as directors, officers, employees, partners, trustees,
or agents of another corporation or entity.  However, the Company
is not permitted to indemnify where the person has been found
liable in any action by or in the right of the Company unless a
court has determined that, despite the adjudication of liability
but in view of all circumstances of the case, such person is fairly

<PAGE> 4

and reasonably entitled to indemnification.  The provision also
provides for the advancement of litigation expenses at the request
of a director or officer under certain circumstances.  Directors
and officers are entitled to bring suit against the Company for
failure to make a requested indemnification and the Company has the
burden of proof to show such indemnification to be improper.

     The MBCA permits Michigan corporations to limit the personal
liability of directors for a breach of their fiduciary duty.  The
Company's Articles of Incorporation, which limit liability to the
maximum extent permitted by law, provide that a director of the
Company shall not be personally liable to the Company or its
shareholders for monetary damages for breach of the director's
fiduciary duty.  However, the MBCA and the Articles of
Incorporation do not eliminate or limit the liability of a director
for any of the following:  (i) a breach of the director's duty of
loyalty to the Company or its shareholders; (ii) acts or omissions
not in good faith or that involve intentional misconduct or a
knowing violation of law; (iii) declaration of an unlawful
dividend, stock purchase or redemption; (iv) a transaction from
which the director derives an improper personal benefit; and (v) an
act or omission occurring prior to the date when the provision
becomes effective.  As a result of the inclusion of such provision,
shareholders of the Company may be unable to recover monetary
damages against directors for actions taken by them which
constitute negligence or gross negligence or which are in violation
of their fiduciary duties, although it may be possible to obtain
injunctive or other equitable relief with respect to such actions.

Item 7.   Exemption from Registration Claimed.

     Not applicable

Item 8.   Exhibits.

     The following exhibits are filed with this registration
statement:

Exhibit 4      Federal-Mogul Corporation 1997 Long Term Incentive
               Plan, as amended July 23, 1997.

Exhibit 5      Opinion of Diane L. Kaye, Esq., Vice President,
               General Counsel and Secretary of the Company, as to
               the legality of the securities being registered.

Exhibit 23.1   Consent of Ernst & Young LLP.

Exhibit 23.2   Consent of Diane L. Kaye, Esq. (included in Exhibit
               5).

Exhibit 24     Power of Attorney (included on signature page).


<PAGE> 5

Item 9.  Undertakings.

(a)   The undersigned registrant hereby undertakes:

   (1)  To file, during any period in which offers or sales are
        being made, a post-effective amendment to this registration
        statement to include any material information with respect
        to the plan of distribution not previously disclosed in the
        registration statement or any material change to such
        information in the 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 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; and

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

(b)   The undersigned registrant hereby undertakes that, for
      purposes of determining any liability under the Securities
      Exchange Act of 1933, each filing of the registrant's annual
      report pursuant to section 13(a) or section 15(d) of the
      Securities Exchange Act of 1934 and each filing of the Plan's
      annual report pursuant to section 15(d) of the Securities
      Exchange Act of 1934 that is incorporated by reference in the
      registration statement shall be deemed 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.
 
(c)   Insofar as indemnification for liabilities arising under the
      Securities Act of 1933 may be permitted to directors,
      officers and controlling persons of the registrant pursuant
      to the foregoing provisions, or otherwise, the registrant has
      been advised that in the opinion of the Securities and
      Exchange Commission such indemnification is against public
      policy as expressed in the Act and is, therefore,
      unenforceable.  In the event that a claim for indemnification
      against such liabilities (other than the payment by the
      registrant of expenses incurred or paid by a director,
      officer or controlling person of the registrant 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
      registrant will, unless in the opinion of its counsel the



<PAGE> 6


 
      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.
<PAGE>
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                      POWER OF ATTORNEY

     Each of the undersigned director and/or officer of FEDERAL-
MOGUL CORPORATION, a Michigan corporation, hereby constitutes and
appoints Diane L. Kaye and David M. Sherbin, and each of them
acting alone, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, under the Securities Act of
1933.  Each of the undersigned hereby ratifies and confirms all
that such attorneys-in-fact and agents, or either of them, shall do
or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the indicated capacities as of the date hereof.

     Signature                                Title

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

/s/T. W. Ryan                    Senior Vice President and Chief
T. W. Ryan                        Financial Officer

/s/K. P. Slaby              
K. P. Slaby                      Vice President and Controller

/s/J. J. Fannon  
J. J. Fannon                     Director

/s/R. M. Hills 
R. M. Hills                      Director

/s/A. Madero                
A. Madero                        Director

/s/R. S. Miller, Jr.        
R. S. Miller, Jr.                Director

/s/J. C. Pope               
J. C. Pope                       Director

/s/H. M. Sekyra             
H. M. Sekyra                     Director


Dated as of September 23, 1997<PAGE>
<PAGE> 8
                                 Exhibit Index

 Exhibit                         Title

Exhibit 4        Federal-Mogul Corporation 1997 Long 
                 Term Incentive Plan, as amended 
                 July 23, 1997.

Exhibit 5        Opinion of Diane L. Kaye, Esq., 
                 Vice President, General Counsel and 
                 Secretary of the Company, as to the 
                 legality of the securities being 
                 registered.

Exhibit 23.1     Consent of Ernst & Young LLP.

Exhibit 23.2     Consent of Diane L. Kaye, Esq. 
                  (included in Exhibit 5).

Exhibit 24       Power of Attorney (included on 
                  signature page).
<PAGE>
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                                                         Exhibit 4
  
          FEDERAL-MOGUL CORPORATION 1997 LONG TERM INCENTIVE PLAN

SECTION 1. PURPOSE; DEFINITIONS 

The purpose of the Plan is to assist the Corporation and its
subsidiaries in attracting, retaining and motivating officers and
employees and to provide the Corporation and its subsidiaries
with a stock plan providing incentives more directly linked to
the profitability of the Corporation's businesses and increases
in shareholder value. 

For purposes of the Plan, the following terms are defined as set
forth below: 

a.   "Affiliate" means a corporation or other entity controlled
     by the Corporation and designated by the Committee from time
     to time as such. 

b.   "Award" means a Stock Appreciation Right, Stock Option,
     Restricted Stock or Performance Unit. 

c.   "Award Cycle" shall mean a period of consecutive fiscal
     years or portions thereof designated by the Committee over
     which Awards are to be earned or are to vest. 

d.   "Board" means the Board of Directors of the Corporation. 

e.   "Cause" means (1) conviction of a participant for committing
     a felony under federal law  or the law of the state in which
     such action occurred, (2) dishonesty in the course of 
     fulfilling a participant's employment duties or (3) willful
     and deliberate failure on the part of a participant to
     perform employment duties in any material respect, or such
     other events as shall be determined by the Committee. The
     Committee shall have the sole discretion to
     determine whether "Cause" exists, and its determination
     shall be final. 

f.   "Change of Control" and "Change in Control Price" have the
     meanings set forth in Sections 9(b) and (c), respectively. 

g.   "Code" means the Internal Revenue Code of 1986, as amended
     from time to time, and any successor thereto. 

h.   "Commission" means the Securities and Exchange Commission or
     any successor agency. 

i.   "Committee" means the Committee, as defined in Section 2. 

j.   "Common Stock" means the common stock of the Corporation. 

<PAGE> 10

k.   "Corporation" means Federal-Mogul Corporation, a Michigan
     corporation. 

l.   "Covered Employee" means a participant designated prior to
     the grant of shares of Restricted Stock or Performance Units
     by the Committee who is or may be a "covered employee"
     within the meaning of Section 162(m)(3) of the Code in the
     year in which Restricted Stock or Performance Units are
     expected to be taxable to such participant. 

m.   "Disability" means permanent and total disability as
     determined under procedures established by the Committee for
     purposes of the Plan. 

n.   "Early Retirement" means retirement from active employment
     with the Corporation, a subsidiary or an Affiliate pursuant
     to the early retirement provisions of the applicable pension
     plan of such employer. 

o.   "Exchange Act" means the Securities Exchange Act of 1934, as
     amended from time to time, and any successor thereto. 

p.   "Fair Market Value" means, except as provided in Section
     5(j) and 6(b)(ii)(2), as of any given date, the mean between
     the highest and lowest reported sales prices of the Common   
     Stock on the New York Stock Exchange Composite Tape or, if
     not listed on such exchange, on any other national 
     securities exchange on which the Common Stock is listed or
     on  NASDAQ. If there is no regular public trading market for
     such Common Stock, the Fair Market Value of the Common Stock 
     shall be determined by the Committee in good faith. 

q.   "Incentive Stock Option" means any Stock Option designated
     as, and qualified as, an "Incentive Stock Option" within the
     meaning of Section 422 of the Code. 

r.   "Nonqualified Stock Option" means any Stock Option that is
     not an Incentive Stock Option. 

s.   "Non-Employee Director" means a member of the Board who
     qualifies as a Non-Employee Director as defined in Rule
     16b-3(b)(3), as promulgated by the Commission under the
     Exchange Act, or any successor definition adopted by the
     Commission. 

t.   "Normal Retirement" means retirement from active employment
     with the Corporation, a subsidiary or an Affiliate at or
     after age 65. 

u.   "Performance Goals" means the performance goals established
     by the Committee prior to the grant of Restricted Stock or
     Performance Units that are based on the attainment of one or

<PAGE> 11
     any combination of the following: Specified levels of
     earnings per share from continuing operations, operating
     income, revenues, return on assets, return on equity, return
     on invested capital, shareholder value, economic value
     added, shareholder return (measured in terms of stock price
     appreciation) and/or total shareholder return (measured in
     terms of stock price appreciation and/or dividend growth),   
     achievement of cost control, production targets, or the 
     price of the Common Stock, fixed on a company-wide basis or
     with reference to the subsidiary, business unit, division or
     department of the Corporation for or within which the     
     participant is primarily employed, and that are intended to
     qualify under Section 162(m)(4)(C) of the Code. Such     
     Performance Goals also may be based upon attaining specified
     levels of performance under one or more of the measures
     described above relative to the performance of other 
     corporations. Such Performance Goals shall be set by the
     Committee within the time period prescribed by Section
     162(m) of the Code and related regulations. 

v.   "Performance Units" means an award made pursuant to Section
     8. 

w.   "Plan" means the Federal-Mogul Corporation 1997 Long Term
     Incentive Plan, as set forth herein and as hereinafter
     amended from time to time. 

x.   "Restricted Stock" means an award granted under Section 7. 

y.   "Retirement" means Normal or Early Retirement. 

z.   "Rule 16b-3" means Rule 16b-3, as promulgated by the 
     Commission under Section 16(b) of the Exchange Act, as
     amended from time to time. 

aa.  "Stock Appreciation Right" means a right granted under
     Section 6. 

bb.  "Stock Option" means an option granted under Section 5. 

cc.  "Termination of Employment" means the termination of the 
     participant's employment with the Corporation and any
     subsidiary or Affiliate. A participant employed by a
     subsidiary or an Affiliate shall also be deemed to incur a
     Termination of Employment if the subsidiary or
     Affiliate ceases to be such a subsidiary or an Affiliate, as
     the case may be, and the participant does not immediately
     thereafter become an employee of the Corporation or
     another subsidiary or Affiliate. Temporary absences from
     employment because of illness, vacation or leave of absence
     and transfers among the Corporation and its subsidiaries and
     Affiliates shall not be considered Terminations of     
     Employment. 

<PAGE> 12

In addition, certain other terms used herein have definitions
given to them in the first place in which they are used. 


SECTION 2. ADMINISTRATION 

The Plan shall be administered by the Compensation Committee or
such other committee of the Board as the Board may from time to
time designate (the "Committee"), which shall be composed of not
less than two Non-Employee Directors, each of whom shall be
required to be an "outside director" for purposes of Section
162(m)(4) of the Code, and shall be appointed by and serve at the
pleasure of the Board. 

The Committee shall have plenary authority to grant Awards
pursuant to the terms of the Plan to officers and employees of
the Corporation and its subsidiaries and Affiliates. 

Among other things, the Committee shall have the authority,
subject to the terms of the Plan: 

(a)  To select the officers and employees to whom Awards may from
     time to time be granted; 

(b)  Determine whether and to what extent Incentive Stock
     Options, Nonqualified Stock Options, Stock Appreciation
     Rights, Restricted Stock and Performance Units or any
     combination thereof are to be granted hereunder; 

(c)  Determine the number of shares of Common Stock to be covered
     by each Award granted hereunder; 

(d)  Determine the terms and conditions of any Award granted
     hereunder (including, but not limited to, the option price
     (subject to Section 5(a)), any vesting condition,
     restriction or limitation (which may be related to the
     performance of the participant, the Corporation or
     any subsidiary or Affiliate) and any vesting acceleration or
     forfeiture waiver regarding any Award and the shares of
     Common Stock relating thereto, based on such factors as the
     Committee shall determine; 

(e)  Modify, amend or adjust the terms and conditions of any
     Award, at any time or from time to time, including but not
     limited to Performance Goals; provided however, that the
     Committee may not adjust upwards the amount payable to a
     designated Covered Employee with respect to a particular
     award upon the satisfaction of applicable Performance Goals;
  
(f)  Determine to what extent and under what circumstances Common
     Stock and other amounts payable with respect to an Award
     shall be deferred; and 

<PAGE> 13

(g)  Determine under what circumstances and/or in what
     proportions an Award may be settled in cash or Common Stock
     under Sections 5(j) and 8(b)(i). 

The Committee shall have the authority to adopt, alter and repeal
such administrative rules, guidelines and practices governing
the Plan as it shall from time to time deem advisable, to
interpret the terms and provisions of the Plan and any Award
issued under the Plan (and any agreement relating thereto) and to
otherwise supervise the administration of the Plan. 

The Committee may act only by a majority of its members then in
office, except that the members thereof may (i) delegate to an
officer of the Corporation the authority to make decisions
pursuant to paragraphs (c), (f), (g), (h) and (i) of Section 5
(provided that no such delegation may be made that would cause
any Award or transaction under the Plan to cease to be exempt 
from Section 16(b) of the Exchange Act or cause any Award or
payment made in respect thereof to be "applicable employee 
remuneration" under Section 162(m)(4)(A) of the Code) and (ii)
authorize any one or more of their number or any officer of the
Corporation to execute and deliver documents on behalf of the
Committee. 

Any determination made by the Committee or pursuant to delegated
authority pursuant to the provisions of the Plan with respect to
any Award shall be made in the sole discretion of the
Committee or such delegate at the time of the grant of the Award
or, unless in contravention of any express term of the Plan, at
any time thereafter. All decisions made by the Committee or any
appropriately delegated officer pursuant to the provisions of the
Plan shall be final and binding on all persons, including the
Corporation and Plan participants. 


SECTION 3. COMMON STOCK SUBJECT TO PLAN 

The total number of shares of Common Stock reserved and available
for grant under the Plan shall be 1,300,000, no more than 130,000
of which shares shall be granted as Awards of Restricted Stock.
No participant may be granted Awards covering in excess of
350,000 shares of Common Stock over the life of the Plan,
including Awards that expire or terminate unexercised.  Shares
subject to an Award under the Plan may be authorized and unissued
shares or may be treasury shares. 

Any shares subject to an Award under the Plan, which Award for
any reason expires or is terminated unexercised as to such
shares, shall, subject to the provisions of the previous
paragraph that may restrict their reissuance to a particular
participant, again be available for the grant of other Awards
under the Plan. 

<PAGE> 14

Subject to Section 7(c)(iv), if any shares of Restricted Stock
are forfeited or if any Stock Option (and related Stock
Appreciation Right, if any) terminates without being exercised,
or if any Stock Appreciation Right is exercised for cash, shares
subject to such Awards shall, subject to the provisions of the
first paragraph of this section that may restrict their
distribution to a particular participant, again be available for
distribution in connection with Awards under the Plan. 

In the event of any change in corporate capitalization, such as a
stock split or a corporate transaction, such as any merger,
consolidation, separation, including a spin-off, or other
distribution of stock or property of the Corporation, any
reorganization (whether or not such reorganization comes within
the definition of such term in Section 368 of the Code) or any
partial or complete liquidation of the Corporation, the Committee
or Board may make such substitution or adjustments in the
aggregate number and kind of shares reserved for issuance
under the Plan, in the number, kind and option price of shares
subject to outstanding Stock Options and Stock Appreciation
Rights, in the number and kind of shares subject to other
outstanding Awards granted under the Plan and/or such other
equitable substitution or adjustments as it may determine to be
appropriate in its sole discretion; provided however, that
the number of shares subject to any Award shall always be a whole
number. Such adjusted option price shall also be used to
determine the amount payable by the Corporation upon the exercise
of any Stock Appreciation Right associated with any Stock Option.
 

SECTION 4. ELIGIBILITY 

Officers and employees of the Corporation, its subsidiaries and
Affiliates who are responsible for or contribute to the
management, growth and profitability of the business of the
Corporation, its subsidiaries and Affiliates are eligible to be
granted Awards under the Plan. No grant shall be made under this
Plan to a director who is not an officer or a salaried employee
of the Corporation, its subsidiaries or Affiliates. 


SECTION 5. STOCK OPTIONS 

Stock Options may be granted alone or in addition to other Awards
granted under the Plan and may be of two types, Incentive Stock
Options and Nonqualified Stock Options. Any Stock Option granted
under the Plan shall be in such form as the Committee may from
time to time approve. 

The Committee shall have the authority to grant any optionee
Incentive Stock Options, Nonqualified Stock Options or both types
of Stock Options (in each case with or without Stock Appreciation

<PAGE> 15

Rights); provided however, that grants hereunder are subject to
the aggregate limit on grants to individual participants set
forth in Section 3. Incentive Stock Options may be granted only
to employees of the Corporation and its subsidiaries (within the
meaning of Section 424(f) of the Code). To the extent that any
Stock Option is not designated as an Incentive Stock Option
or even if so designated does not qualify as an Incentive Stock
Option, it shall constitute a Nonqualified Stock Option. 

Stock Options shall be evidenced by option agreements, the terms
and provisions of which may differ. An option agreement shall
indicate on its face whether it is intended to be an agreement
for an Incentive Stock Option or a Nonqualified Stock Option. The
grant of a Stock Option shall occur on the date on which the
Committee by resolution selects an individual to be a participant
in any grant of a Stock Option, determines the number of shares
of Common Stock to be subject to such Stock Option to be granted
to such individual and specifies the terms and provisions of the
Stock Option. The Corporation shall notify a participant of any
grant of a Stock Option, and a written option agreement or
agreements shall be duly executed and delivered by the
Corporation to the participant. Such agreement or agreements
shall become effective upon execution by the Corporation, unless
such agreement or agreements shall by its or their terms require
execution by the Corporation and the participant, in which case,
such agreement or agreements shall become effective upon
execution by the Corporation and the participant. 

Anything in the Plan to the contrary notwithstanding, no term of
the Plan relating to Incentive Stock Options shall be
interpreted, amended or altered nor shall any discretion or
authority granted under the Plan be exercised so as to disqualify
the Plan under Section 422 of the Code or, without the consent of
the optionee affected, to disqualify any Incentive Stock Option
under said Section 422. 

Stock Options granted under the Plan shall be subject to the
following terms and conditions and shall contain such additional
terms and conditions as the Committee shall deem desirable: 

(a)  Option Price. The option price per share of Common Stock
     purchasable under a Stock Option shall be determined by the
     Committee and set forth in the option agreement, but shall
     not be less than the Fair Market Value of the Common Stock
     subject to the Stock Option on the date of grant. 

(b)  Option Term. The term of each Stock Option shall be fixed by
     the Committee, but no Incentive Stock Option shall be
     exercisable more than 10 years after the date on which the
     Stock Option is granted. 

(c)  Exercisability. Except as otherwise provided herein, Stock

<PAGE> 16

     Options shall be exercisable at such time or times and
     subject to such terms and conditions as shall be determined
     by the Committee. If the Committee provides that any Stock
     Option is exercisable only in installments, the Committee
     may at any time waive such installment exercise provisions,
     in whole or in part, based on such factors as the Committee
     may determine. In addition, the Committee may at any time
     accelerate the exercisability of any Stock Option. 
  
(d)  Method of Exercise. Subject to the provisions of this
     Section 5, Stock Options may be exercised, in whole or in
     part, at any time during the option term by giving written
     notice of exercise to the Corporation specifying the number
     of shares of Common Stock subject to the Stock Option to be
     purchased. 

     Such notice shall be accompanied by payment in full of the
     purchase price by certified or bank check or such other
     instrument as the Corporation may accept. If approved by the
     Committee, payment, in full or in part, may also be made in 
     the form of unrestricted Common Stock already owned by the
     optionee (based on the Fair Market Value of the Common Stock
     on the date the Stock Option is exercised) and which has
     been held by the optionee for at least 6 months; provided
     however, that, in the case of an Incentive Stock Option the
     right to make a payment in the form of already owned shares
     of Common Stock may be authorized only at the time the Stock
     Option is granted. 

     In the discretion of the Committee, payment for any shares
     subject to a Stock Option may also be made by delivering a 
     properly executed exercise notice to the Corporation,
     together with a copy of irrevocable instructions to a broker
     to deliver promptly to the Corporation the amount of sale or
     loan proceeds to pay the purchase price, and, if requested,
     by the amount of any federal, state, local or foreign
     withholding taxes. To facilitate the foregoing, the
     Corporation may enter into agreements for coordinated
     procedures with one or more brokerage firms. 

     In addition, in the discretion of the Committee, payment for
     any shares subject to a Stock Option may also be made by
     instructing the Committee to withhold a number of such
     shares having a Fair Market Value on the date of exercise
     equal to the aggregate exercise price of such Stock Option. 
    
     No shares of Common Stock shall be issued until full payment
     therefor has been made. An optionee shall have all of the
     rights of a shareholder of the Corporation holding the class
     or series of Common Stock that is subject to such Stock
     Option (including, if applicable, the right to vote the
     shares and the right to receive dividends), when the 

<PAGE> 17

     optionee has given written notice of exercise, has paid in
     full for such shares and, if requested, has given the
     representation described in Section 12(a). 

(e)  Nontransferability of Stock Options. No Stock Option shall
     be transferable by the optionee other than (i) by will or by
     the laws of descent and distribution; or (ii) in the case of
     a Nonqualified Stock Option, pursuant to (a) a qualified 
     domestic relations order (as defined in the Code or Title I
     of the Employee Retirement Income Security Act of 1974, as
     amended, or the rules thereunder) or (b) a gift to such
     optionee's children, whether directly or indirectly or by
     means of a trust or partnership or otherwise, if expressly
     permitted under the applicable option agreement. All Stock
     Options shall be exercisable, subject to the terms of this
     Plan, during the optionee's lifetime, only by the optionee
     or by the guardian or legal representative of the optionee
     or, in the case of a Nonqualified Stock Option, its
     alternative payee pursuant to such qualified domestic
     relations order or the recipient of a gift permitted under
     the applicable option agreement, it being understood that
     the terms "holder" and "optionee" include the guardian and
     legal representative of the optionee named in the option
     agreement and any person to whom an option is transferred by
     will or the laws of descent and distribution or, in the case
     of a Nonqualified Stock Option, pursuant to a qualified
     domestic relations order or a gift permitted under the
     applicable option agreement. 
 
(f)  Termination by Death. Unless otherwise determined by the
     Committee, if an optionee's employment terminates by reason
     of death, any Stock Option held by such optionee may
     thereafter be exercised in full, whether or not then
     exercisable, or on such accelerated basis as the Committee
     may determine, for a period of 3 years (or such other period
     as the Committee may specify in the option agreement) from
     the date of such death or until the expiration of the stated
     term of such Stock Option, whichever period is the shorter. 
  
(g)  Termination by Reason of Disability. Unless otherwise
     determined by the Committee, if an optionee's employment
     terminates by reason of Disability, any Stock Option held by
     such optionee may thereafter be exercised by the optionee,
     to the extent it was exercisable at the time of termination,
     or on such accelerated basis as the Committee may determine,
     for a period of 3 years (or such shorter period as the
     Committee may specify in the option agreement) from the date
     of such termination of employment or until the expiration of
     the stated term of such Stock Option, whichever period is
     the shorter; provided however, that if the optionee dies
     within such period, any unexercised Stock Option held by
     such optionee shall, notwithstanding the expiration of such

<PAGE> 18

     period, continue to be exercisable to the extent to which it
     was exercisable at the time of death for a period of 1 year
     from the date of such death or until the expiration of the
     stated term of such Stock Option, whichever period is the
     shorter. In the event of termination of employment by reason
     of Disability, if an Incentive Stock Option is exercised
     after the expiration of the exercise periods that apply for
     purposes of Section 422 of the Code, such Stock Option will
     thereafter be treated as a Nonqualified Stock Option. 

(h)  Termination by Reason of Retirement. Unless otherwise
     determined by the Committee, if an optionee's employment
     terminates by reason of Retirement, any Stock Option held by
     such optionee may thereafter be exercised by the optionee,
     to the extent it was exercisable at the time of such
     Retirement, or on such accelerated basis as the Committee
     may determine, for a period of 5 years (or such shorter
     period as the Committee may specify in the option agreement)
     from the date of such termination of employment or until the
     expiration of the stated term of such Stock Option,
     whichever period is the shorter; provided however, that if
     the optionee dies within such period, any unexercised Stock
     Option held by such optionee shall, notwithstanding the
     expiration of such period, continue to be exercisable to the
     extent to which it was exercisable at the time of death for
     a period of 12 months from the date of such death or until
     the expiration of the stated term of such Stock Option,
     whichever period is the shorter. In the event of termination
     of employment by reason of Retirement, if an Incentive Stock
     Option is exercised after the expiration of the exercise
     periods that apply for purposes of Section 422 of the Code,
     such Stock Option will thereafter be treated as a
     Nonqualified Stock Option. 

(i)  Other Termination. Unless otherwise determined by the
     Committee: (A) If an optionee incurs a Termination of
     Employment for Cause, all Stock Options held by such
     optionee shall thereupon terminate; and (B) If an optionee
     incurs a Termination of Employment for any reason other than
     death, Disability or Retirement or for Cause, any Stock
     Option held by such optionee, to the extent then
     exercisable, or on such accelerated basis as the Committee
     may determine, may be exercised for the lesser of 3 months
     from the date of such Termination of Employment or the
     balance of such Stock Option's term; provided however,
     that if the optionee dies within such 3-month period, any
     unexercised Stock Option held by such optionee shall,
     notwithstanding the expiration of such 3-month period,
     continue to be exercisable to the extent to which it was
     exercisable at the time of death for a period of 12 
     months from the date of such death or until the expiration
     of the stated term of such Stock Option, whichever period is

<PAGE> 19

     the shorter. Notwithstanding the foregoing, if an optionee
     incurs a Termination of Employment at or after a Change in
     Control (as defined Section 9(b)), other than by reason of
     death, Disability or Retirement, any Stock Option held by
     such optionee shall be exercisable for the lesser of (1) 6
     months and 1 day from the date of such Termination of
     Employment, and (2) the balance of such Stock Option's term.
     In the event of Termination of Employment, if an Incentive
     Stock Option is exercised after the expiration of the
     exercise periods that apply for purposes of Section 422 of
     the Code, such Stock Option will thereafter be treated as a
     Nonqualified Stock Option. 
 
(j)  Cashing Out of Stock Option. Upon receipt of written notice
     of exercise, the Committee may elect to cash out all or part
     of the portion of the shares of Common Stock for which a
     Stock Option is being exercised by paying the optionee an
     amount, in cash or Common Stock, equal to the excess of the
     Fair Market Value of the Common Stock over the option price 
     times the number of shares of Common Stock for which the
     Option is being exercised on the effective date of such
     cash-out. 

(k)  Change in Control Cash-Out. Notwithstanding any other
     provision of the Plan, during the 60-day period from and
     after a Change in Control (the "Exercise Period"), unless
     the Committee shall determine otherwise at the time of
     grant, an optionee shall have the right, whether or not the
     Stock Option is fully exercisable and in lieu of the payment
     of the exercise price for the shares of Common Stock being
     purchased under the Stock Option and by giving notice to the
     Corporation, to elect (within the Exercise Period) to
     surrender all or part of the Stock Option to the Corporation
     and to receive cash, within 30 days of such notice, in an
     amount equal to the amount by which the Change in Control
     Price per share of Common Stock on the date of such election
     shall exceed the exercise price per share of Common Stock
     under the Stock Option (the "Spread") multiplied by the
     number of shares of Common Stock granted under the Stock
     Option as to which the right granted under this Section 5(k)
     shall have been exercised. 
 
(l)  Notwithstanding anything in the Plan to the contrary, no
     Stock Option shall be reissued or repriced. 


SECTION 6. STOCK APPRECIATION RIGHTS 

(a)  Grant and Exercise. Stock Appreciation Rights may be granted
     in conjunction with all or part of any Stock Option granted
     under the Plan. In the case of a Nonqualified Stock Option,
     such rights may be granted either at or after the time of

<PAGE> 20

     grant of such Stock Option. In the case of an Incentive
     Stock Option, such rights may be granted only at the time of
     grant of such Stock Option. A Stock Appreciation Right shall
     terminate and no longer be exercisable upon the termination
     or exercise of the related Stock Option. 

     A Stock Appreciation Right may be exercised by an optionee
     in accordance with Section 6(b) by surrendering the
     applicable portion of the related Stock Option in accordance
     with procedures established by the Committee. Upon such
     exercise and surrender, the optionee shall be entitled to
     receive an amount determined in the manner prescribed in
     Section 6(b).  Stock Options which have been so surrendered
     shall no longer be exercisable to the extent the related
     Stock Appreciation Rights have been exercised. 

(b)  Terms and Conditions. Stock Appreciation Rights shall be
     subject to such terms and conditions as shall be determined
     by the Committee, including the following: 
 
     (i)   Stock Appreciation Rights shall be exercisable only at
           such time or times and to the extent that the Stock
           Options to which they relate are exercisable in
           accordance with the provisions Section 5 and this
           Section 6. 

     (ii)  Upon the exercise of a Stock Appreciation Right, an
           optionee shall be entitled to receive an amount in
           cash, shares of Common Stock or both, equal in value
           to the excess of the Fair Market Value of one share of
           Common Stock over the option price per share specified
           in the related Stock Option multiplied by the number
           of shares in respect of which the Stock Appreciation
           Right shall have been exercised, with the Committee
           having the right to determine the form of payment. 

     (iii) Stock Appreciation Rights shall be transferable only
           to permitted transferees of the underlying Stock
           Option in accordance with Section 5(e). 

     (iv)  Upon the exercise of a Stock Appreciation Right, the
           Stock Option or part thereof to which such Stock
           Appreciation Right is related shall be deemed to have
           been exercised for the purpose of the limitation set 
           forth in Section 3 on the number of shares of Common
           Stock to be issued under the Plan, but only to the
           extent of the number of shares covered by the Stock 
           Appreciation Right at the time of exercise based on
           the value of the Stock Appreciation Right at such
           time. 



<PAGE> 21

SECTION 7. RESTRICTED STOCK 

(a)  Administration. Shares of Restricted Stock may be awarded
     either alone or in addition to other Awards granted under
     the Plan. The Committee shall determine the officers and
     employees to whom and the time or times at which grants of
     Restricted Stock will be awarded, the number of shares to be
     awarded to any participant (subject to the aggregate limit
     on grants to individual participants set forth in Section
     3), the conditions for vesting, the time or times within
     which such Awards may be subject to forfeiture and any other
     terms and conditions of the Awards, in addition to those 
     contained in Section 7(c). 
 
     The Committee may, prior to grant, condition vesting of 
     Restricted Stock upon the attainment of Performance Goals.
     The Committee may, in addition to requiring satisfaction of
     Performance Goals, condition vesting upon the continued
     service of the participant. The provisions of Restricted
     Stock Awards (including the applicable Performance Goals)
     need not be the same with respect to each recipient. All
     Performance Goals applicable to Awards of Restricted Stock 
     shall be approved by the Committee in writing as required by
     Section 162(m) of the Code and the rules and regulations
     thereunder in order for the value of the Restricted Stock
     delivered pursuant to such Award to be deductible. 

(b)  Awards and Certificates. Shares of Restricted Stock shall be
     evidenced in such manner as the Committee may deem
     appropriate, including book-entry registration or issuance
     of one or more stock certificates. Any certificate issued in
     respect of shares of Restricted Stock shall be registered in
     the name of such participant and shall bear an appropriate
     legend referring to the terms, conditions and restrictions
     applicable to such Award, substantially in the following
     form: 

       "THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF
       STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND
       CONDITIONS (INCLUDING FORFEITURE) OF FEDERAL-MOGUL
       CORPORATION 1997 LONG TERM INCENTIVE PLAN AND A RESTRICTED
       STOCK AGREEMENT. COPIES OF SUCH PLAN AND AGREEMENT ARE ON
       FILE AT THE OFFICES OF THE SECRETARY OF FEDERAL-MOGUL
       CORPORATION, 26555 NORTHWESTERN HIGHWAY, SOUTHFIELD,
       MICHIGAN." 

     The Committee may require that the certificates evidencing
     such shares be held in custody by the Corporation until the 
     restrictions thereon shall have lapsed and that, as a
     condition of any Award of Restricted Stock, the participant
     shall have delivered a stock power, endorsed in blank,
     relating to the Common Stock covered by such Award. 
<PAGE>  22


 (c) Terms and Conditions. Shares of Restricted Stock shall be
     subject to the following terms and conditions: 

     (i)   Subject to the provisions of the Plan and the
           Restricted Stock Agreement referred to in
           Section 7(c)(vi), during the period, not to be less
           than 1 year, set by the Committee, commencing with the
           date of such Award for which such participant's
           continued service is required (the "Restriction
           Period"), and until the later of (i) the expiration of
           the Restriction Period and (ii) the date the
           applicable Performance Goals (if any) are satisfied,
           the participant shall not be permitted to sell,
           assign, transfer, pledge or otherwise encumber shares
           of Restricted Stock; provided, that the foregoing
           shall not prevent a participant from pledging
           Restricted Stock as security for a loan, the sole
           purpose of which is to provide funds to pay the option
           price for Stock Options. Within these limits, the
           Committee may provide for the lapse of restrictions
           based upon period of service in installments or 
           otherwise and may accelerate or waive, in whole or in
           part, restrictions based upon period of service or
           upon performance; provided however, that in the case
           of Restricted Stock subject to Performance Goals
           granted to a participant who is a Covered Employee,
           the applicable Performance Goals have been satisfied. 
 
     (ii)  Except as provided in this paragraph (ii) and Section
           7(c)(i) and the Restricted Stock Agreement, the
           participant shall have, with respect to the shares of
           Restricted Stock, all of the rights of a shareholder
           of the Corporation holding the class or series of
           Common Stock that is the subject of the Restricted
           Stock, including, if applicable, the right to vote the
           shares and the right to receive any cash dividends. If
           so determined by the Committee in the applicable
           Restricted Stock Agreement and subject to Section
           12(e) of the Plan, (1) cash dividends on the class or
           series of Common Stock that is the subject of the
           Restricted Stock Award shall be automatically deferred
           and reinvested in additional Restricted Stock, held 
           subject to vesting of the underlying Restricted Stock,
           or held subject to meeting Performance Goals
           applicable only to dividends, and (2) dividends
           payable in Common Stock shall be paid in the form of
           Restricted Stock of the same class as the Common Stock
           with which such dividend was paid, held subject to
           vesting of the underlying Restricted Stock, or held
           subject to meeting Performance Goals applicable only
           to dividends. 

<PAGE> 23

     (iii) Except to the extent otherwise provided in the
           applicable Restricted Stock Agreement and Sections
           7(c)(i), 7(c)(iv) and 9(a)(ii), upon a participant's
           Termination of Employment for any reason during the
           Restriction Period or before the applicable 
           Performance Goals are satisfied, all shares still
           subject to restriction shall be forfeited by
           the participant. 

     (iv)  Except to the extent otherwise provided in Section
           9(a)(ii), in the event that a participant retires or
           such participant's employment is involuntarily
           terminated (other than for Cause), the Committee shall
           have the discretion to waive, in whole or in part,
           any or all remaining restrictions (other than, in the
           case of Restricted Stock with respect to which a
           participant is a Covered Employee, satisfaction of any
           applicable Performance Goals unless the participant's
           employment is terminated by reason of death or
           Disability) with respect to any or all of such
           participant's shares of Restricted Stock. 
 
     (v)   If and when any applicable Performance Goals are
           satisfied and the Restriction Period expires without a
           prior forfeiture of the Restricted Stock, unlegended
           certificates for such shares shall be delivered to the
           participant upon surrender of the legended
           certificates. 

     (vi)  Each Award shall be confirmed by, and be subject to,
           the terms of a Restricted Stock Agreement. 


SECTION 8. PERFORMANCE UNITS 

(a)  Administration. Performance Units may be awarded either
     alone or in addition to other Awards granted under the Plan.
     The Committee shall determine the officers and employees to
     whom and the time or times at which Performance Units shall
     be awarded, the number of Performance Units to be awarded to
     any participant (subject to the aggregate limit on grants
     to individual participants set forth in Section 3), the
     duration of the Award Cycle and any other terms and
     conditions of the Award, in addition to those contained in
     Section 8(b). 

     The Committee may, prior to grant, condition the settlement
     of Performance Units upon continued employment and/or the
     attainment of Performance Goals. The provisions of such
     Awards (including the applicable Performance Goals) need not
     be the same with respect to each recipient. All Performance
     Goals applicable to Awards of Performance Units awarded

<PAGE> 24

     during an Award Cycle shall be approved by the Committee in
     writing as required by Section 162(m) of the Code and the
     rules and regulations thereunder in order for the cash
     and/or property delivered pursuant to such Award to be
     deductible. 

(b)  Terms and Conditions. Performance Units Awards shall be
     subject to the following terms and conditions: 

     (i)   Subject to the provisions of the Plan and the
           Performance Units Agreement referred to in Section
           8(b)(vi), Performance Units may not be sold, assigned,
           transferred, pledged or otherwise encumbered during
           the Award Cycle. At the expiration of the Award Cycle,
           the Committee shall evaluate the Corporation's
           performance in light of the Performance Goals for such
           Award to the extent applicable, and shall determine
           the value of Performance Units granted to the 
           participant which have been earned, and the
           Committee may then elect to deliver (1) a number of
           shares of Common Stock equal to the value of
           Performance Units determined by the Committee to have
           been earned, or (2) cash equal to the Fair Market
           Value of such number of shares of Common Stock to
           the participant. The maximum value of cash and
           property that any participant may receive with respect
           to Performance Units in any year is $3,000,000. 
 
     (ii)  Except to the extent otherwise provided in the
           applicable Performance Unit Agreement and Sections
           8(b)(iii) and 9(a)(iii), upon a participant's
           Termination of Employment for any reason during the
           Award Cycle or before any applicable Performance Goals
           are satisfied, the rights to the shares still covered
           by the Performance Units Award shall be forfeited by
           the participant. 

     (iii) Except to the extent otherwise provided in Section
           9(a)(iii), in the event that a participant's
           employment is terminated (other than for Cause) or in
           the event a participant retires, the Committee shall
           have the discretion to waive, in whole or in part,
           any or all remaining payment limitations (other than,
           in the case of Performance Units with respect to which
           a participant is a Covered Employee, satisfaction of
           any applicable Performance Goals unless the
           participant's employment is terminated by reason of
           death or Disability) with respect to any or all of
           such participant's Performance Units. 
 



<PAGE> 25

     (iv)  A participant may elect to further defer receipt of
           the Performance Units payable under an Award (or an
           installment of an Award) for a specified period or
           until a specified event, subject in each case to the
           Committee's approval and to such terms as are
           determined by the Committee (the "Elective Deferral
           Period"). Subject to any exceptions adopted by the
           Committee, such election must generally be made prior
           to commencement of the Award Cycle for the Award (or
           for such installment of an Award). 

     (v)   If and when any applicable Performance Goals are
           satisfied and the Elective Deferral Period expires
           without a prior forfeiture of the Performance Units,
           payment in accordance with Section 8(b)(i) hereof
           shall be made to the participant. 

     (vi)  Each Award shall be confirmed by, and be subject to,
           the terms of a Performance Unit Agreement. 


SECTION 9. CHANGE IN CONTROL PROVISIONS 

(a)  Impact of Event. Notwithstanding any other provision of the
     Plan to the contrary, in the event of a Change in Control: 

     (i)   Any Stock Options and Stock Appreciation Rights
           outstanding as of the date such Change in Control is
           determined to have occurred, and which are not then
           exercisable and vested, shall become fully exercisable
           and vested to the full extent of the original grant. 

     (ii)  The restrictions and deferral limitations applicable
           to any Restricted Stock shall lapse, and such
           Restricted Stock shall become free of all restrictions
           and become fully vested and transferable to the full
           extent of the original grant. 

     (iii) All Performance Units shall be considered to be earned
           and payable in full, and any deferral or other
           restriction shall lapse and such Performance Units
           shall be settled in cash as promptly as is
           practicable. 

(b)  Definition of Change in Control. For purposes of the Plan, a
     "Change in Control" shall mean the happening of any of the
     following events: 

     (i)   The acquisition by any individual, entity or group
           (within the meaning of Section 13(d)(3) or 14(d)(2) of
           the Securities Exchange Act of 1934, as amended (the
           "Exchange Act")) (a "Person") of beneficial ownership

<PAGE> 26

           (within the meaning of Rule 13d-3 promulgated under
           the Exchange Act) of 20% or more of either (1) the
           then outstanding shares of Common Stock of the
           Corporation (the "Outstanding Corporation Common
           Stock") or (2) the combined voting power of the then
           outstanding voting securities of the Corporation
           entitled to vote generally in the election of
           directors (the "Outstanding Corporation Voting
           Securities"); provided, however, that for purposes of
           this subsection (i), the following acquisitions shall
           not constitute a Change of Control; (1) any
           acquisition directly from the Corporation, (2) any
           acquisition by the Corporation, (3) any acquisition by
           an employee benefit plan (or related trust) sponsored
           or maintained by the Corporation or any corporation
           controlled by the Corporation or (4) any acquisition
           by any corporation pursuant to a transaction which
           complies with clauses (1), (2) and (3) of subsection
           (iii) of this Section 9(b); or 

     (ii)  Individuals who, as of the date hereof, constitute the
           Board (the "Incumbent Board") cease for any reason to
           constitute at least a majority of the Board; provided,
           however, that any individual becoming a director
           subsequent to the date hereof whose election, or 
           nomination for election by the Corporation's
           shareholders, was approved by a vote of at least a
           majority of the directors then comprising the
           Incumbent Board shall be considered as though such
           individual were a member of the Incumbent Board, but
           excluding, for this purpose, any such individual whose
           initial assumption of office occurs as a result of an
           actual or threatened election contest with respect to
           the election or removal of directors or other actual
           or threatened solicitation of proxies or consents by
           or on behalf of a Person other than the Board; or 

     (iii) Approval of a reorganization, merger or consolidation
           or sale or other disposition of all or substantially
           all of the assets of the Corporation (a "Business 
           Combination"), in each case, unless, following such
           Business Combination, (1) all or substantially all of
           the individuals and entities who were the beneficial
           owners, respectively, of the Outstanding Corporation
           Common Stock and Outstanding Corporation Voting
           Securities immediately prior to such Business
           Combination beneficially own, directly or indirectly,
           more than 50% of, respectively, the then outstanding
           shares of Common Stock and the combined voting power
           of the then outstanding voting securities entitled to
           vote generally in the election of directors, as the
           case may be, of the corporation resulting from such

<PAGE> 27

           Business Combination (including, without limitation, a
           corporation which as a result of such transaction owns
           the Corporation or all or substantially all of the
           Corporation's assets either directly or through one or
           more subsidiaries) in substantially the same
           proportions as their ownership, immediately prior to
           such Business Combination of the Outstanding
           Corporation Common Stock and Outstanding Corporation
           Voting Securities, as the case may be, (2) no Person
           (excluding any corporation resulting from such
           Business Combination or any employee benefit plan (or
           related trust) of the Corporation or such corporation
           resulting from such Business Combination) beneficially
           owns, directly or indirectly, 20% or more of,
           respectively, the then outstanding shares of common
           stock of the corporation resulting from such Business
           Combination or the combined voting power of the then
           outstanding voting securities of such corporation
           except to the extent that such ownership existed prior
           to the Business Combination and (3) at least a
           majority of the members of the Board resulting from
           such Business Combination were members of the
           Incumbent Board at the time of the execution of the
           initial agreement, or of the action of the Board,
           providing for such Business Combination; or 

     (iv)  Approval by the shareholders of the Corporation of a
           complete liquidation or dissolution of the
           Corporation. 

(c)  Change in Control Price. For purposes of the Plan, "Change
     in Control Price" means the higher of (i) the highest
     reported sales price, regular way, of a share of Common
     Stock in any transaction reported on the New York Stock
     Exchange Composite Tape or other national exchange on which
     such shares are listed or on NASDAQ during the 60-day period
     prior to and including the date of a Change in Control or
     (ii) if the Change in Control is the result of a tender or
     exchange offer or a Corporate Transaction, the highest price
     per share of Common Stock paid in such tender or exchange
     offer or Corporate Transaction; provided however, that in
     the case of Incentive Stock Options and Stock Appreciation
     Rights relating to Incentive Stock Options, the Change in
     Control Price shall be in all cases the Fair Market
     Value of the Common Stock on the date such Incentive Stock
     Option or Stock Appreciation Right is exercised. To the
     extent that the consideration paid in any such transaction
     described above consists all or in part of securities or
     other noncash consideration, the value of such securities or
     other noncash consideration shall be determined in the sole
     discretion of the Board. 


<PAGE> 28

SECTION 10. TERM, AMENDMENT AND TERMINATION 

The Plan will terminate 5 years after the effective date of the
Plan. Awards outstanding as of such date shall not be affected
or impaired by the termination of the Plan. 

The Board may amend, alter or discontinue the Plan, but no
amendment, alteration or discontinuation shall be made which
would (i) impair the rights of an optionee under a Stock
Option or a recipient of a Stock Appreciation Right, Restricted
Stock Award or Performance Unit Award therefore granted without
the optionee's or recipient's consent, except such an amendment
made to cause the Plan to qualify for the exemption provided by
Rule 16b-3, or (ii) disqualify the Plan or any Award or
transaction thereunder from the exemption provided by Rule 16b-3.
In addition, no such amendment shall be made without the approval
of the Corporation's shareholders to the extent such approval is
required by law or agreement. 

The Committee may amend the terms of any Stock Option or other
Award theretofore granted, prospectively or retroactively, but no
such amendment shall impair the rights of any holder without the
holder's consent except such an amendment made to cause the Plan,
or Award, transaction or payment made under the Plan, to qualify
for the exemption provided by Rule 16b-3. 

Subject to the above provisions, the Board shall have authority
to amend the Plan to take into account changes in law and tax and
accounting rules as will as other developments, and to grant
Awards which qualify for beneficial treatment under such rules
with shareholder approval. 


SECTION 11. UNFUNDED STATUS OF PLAN 

It is presently intended that the Plan shall constitute an
"unfunded" plan for incentive and deferred compensation. The
Committee may authorize the creation of trusts or other
arrangements to meet the obligations created under the Plan to
deliver Common Stock or make payments; provided however, that
unless the Committee otherwise determines, the existence of such
trusts or other arrangements is consistent with the "unfunded"
status of the Plan. 


SECTION 12. GENERAL PROVISIONS 

(a)  The Committee may require each person purchasing or
     receiving shares pursuant to an Award to represent to and
     agree with the Corporation in writing that such person is
     acquiring the shares without a view to the distribution
     thereof. The certificates for such shares may include any

<PAGE> 29

     legend which the Committee deems appropriate to reflect any
     restrictions on transfer. 

     Notwithstanding any other provision of the Plan or
     agreements made pursuant thereto, the Corporation shall not
     be required to issue or deliver any certificate or
     certificates for shares of Common Stock under the Plan prior
     to fulfillment of all of the following conditions: 
   
     (1)   Listing or approval for listing upon notice of
           issuance of such shares on the New York Stock
           Exchange, Inc., or such other securities exchange as
           may at the time be the principal market for the Common
           Stock; 

     (2)   Any registration or other qualification of such shares
           of the Corporation under any state or federal law or
           regulation, or maintaining in effect any such
           registration or other qualification which the
           Committee shall, in its absolute discretion upon the
           advice of counsel, deem necessary or advisable; and 
 
     (3)   Obtaining any other consent, approval or permit from
           any state or federal governmental agency which the
           Committee shall, in its absolute discretion after
           receiving the advice of counsel, determine to be
           necessary or advisable. 

(b)  Nothing contained in the Plan shall prevent the Corporation
     or any subsidiary or Affiliate from adopting other or
     additional compensation arrangements for its employees. 
 
(c)  Neither adoption of the Plan nor the grant or any Award
     thereunder shall confer upon any employee any right to
     continued employment, nor shall it interfere in any way with
     the right of the Corporation or any subsidiary or Affiliate
     to terminate the employment of any employee at any time. 

(d)  No later than the date as of which an amount first becomes
     includible in the gross income of the participant for
     federal income tax purposes with respect to any Award under
     the Plan, the participant shall pay to the Corporation, or
     make arrangements satisfactory to the Corporation regarding
     the payment of, any federal, state, local or foreign taxes
     of any kind required by law to be withheld with respect to 
     such amount. Unless otherwise determined by the Corporation,
     withholding obligations may be settled with Common Stock,
     including Common Stock that is part of the Award that gives
     rise to the withholding requirement. The obligations of the
     Corporation under the Plan shall be conditioned upon such
     payment or arrangements, and the Corporation and its 
     Affiliates shall, to the extent permitted by law,

<PAGE> 30

     have the right to deduct any such taxes from any payment
     otherwise due to the participant.  The Committee may
     establish such procedures as it deems appropriate, including
     making irrevocable elections, for settlement of withholding
     obligations with Common Stock. 
 
(e)  Reinvestment of dividends in additional Restricted Stock at
     the time of any dividend payment shall only be permissible
     if sufficient shares of Common Stock are available under
     Section 3 for such reinvestment (taking into account then
     outstanding Stock Options and other Awards).
 
(f)  The Committee shall establish such procedures as it deems
     appropriate for a participant to designate a beneficiary to
     whom any amounts payable in the event of the participant's
     death are to paid or by whom any rights of the participant,
     after the participant's death, may be exercised. 

(g)  In the case of a grant of an Award to any employee of a
     subsidiary of the Corporation, the Corporation may, if the
     Committee so directs, issue or transfer the shares of Common
     Stock, if any, covered by the Award to the subsidiary, for
     such lawful consideration as the Committee may specify, upon
     the condition or understanding that the subsidiary will
     transfer the shares of Common Stock to the employee in
     accordance with the terms of the Award specified by the 
     Committee pursuant to the provisions of the Plan. 

(h)  Notwithstanding the foregoing, if any right granted pursuant
     to this Plan would make a Change in Control transaction
     ineligible for pooling-of-interests accounting under APB No.
     16 that but for the nature of such grant would otherwise be
     eligible for such accounting treatment, the Committee shall 
     have the ability to substitute for any cash payable pursuant
     to such right Common Stock with a Fair Market Value equal to
     the cash that would otherwise be payable hereunder. 

(i)  Notwithstanding anything in this Plan to the contrary, no
     transaction between a participant and the Corporation that 
     requires as a condition of its exemption from Section 16 of
     the Exchange Act approval in the manner set forth in 
     paragraph (d)(1) or (d)(2) of Rule 16b-3 shall be 
     consummated until such approval is obtained; but failure to
     obtain such approval shall not cause a transaction 
     consummated to be void or voidable without the consent of
     such participant nor shall it disqualify the transaction 
     from the benefit of any of available exemption from said 
     Section 16. 

(j)  Unless the Committee shall otherwise determine or any 
     provision of the Plan shall otherwise specifically require,
     no delivery of cash and/or property shall be made to any

<PAGE> 31

     "covered employee", as that term is defined in Section 
     162(m)(3) of the Code, or any transferee to whom the right 
     of such covered employee to receive such cash and/or
     property has been transferred as the result of a transfer 
     permitted by the Plan, in any year to the extent that the
     value such cash and/or property, together with the value of
     all other cash and/or property delivered to such covered 
     employee or transferee in such year, shall not be deductible
     by the Corporation as a result of the operation of Section 
     162(m) of the Code. Any cash and/or property not deliverable
     because of the application of the previous sentence shall be
     delivered in each succeeding year to the extent that the
     value of such cash and/or property, together with the value
     of all other cash and/or property delivered to such covered
     employee or transferee in such year, is so deductible, until
     such cash and/or property shall have been delivered in full
     and such undelivered cash and/or property shall bear
     interest from the date on which it was first payable, but
     for the application of this Section (j), until paid in full,
     at a rate of interest per annum to be determined by the
     Committee in accordance with any rules adopted under said
     Section 162; for purposes of computing such interest, the
     Committee shall determine the value of such property, based
     upon (i) its Fair Market Value (adjusted as the Committee
     shall see fit, but at least quarterly) if it is Common Stock
     or if its value is determinable with reference to the price
     of Common Stock or (ii) as the Committee shall determine in
     all other cases. This Section (j) shall cease to have effect
     upon the occurrence of a Change in Control and the Plan
     shall thereafter be construed as if this Section (j) had
     never been part thereof, except in respect of the obligation
     of the Corporation to pay interest pursuant to the
     provisions of this Section (j); without limiting the
     generality of this sentence, (i) all cash and/or property
     deliverable as a result of such occurrence shall be
     delivered when due as if this Section (j) were not part of
     the Plan and (ii) all cash and/or property deliverable, but
     for the provisions of this Section (j), shall become
     deliverable upon such Change in Control, together with
     interest accrued thereon. 
 
(k)  The Plan and all Awards made and actions taken thereunder
     shall be governed by and construed in accordance with the
     laws of the State of Delaware, without reference to 
     principles of conflict of laws. 
  

SECTION 13. EFFECTIVE DATE OF PLAN 

The Plan shall be effective as of the date it is approved by at
least a majority of the outstanding shares of Common Stock of the
Corporation. 

<PAGE> 32

                                                        EXHIBIT 5




October 28, 1997


Federal-Mogul Corporation
26555 Northwestern Highway
Southfield, Michigan  48034


Ladies and Gentlemen:

     As Vice President, General Counsel and Secretary of Federal-
Mogul Corporation, a Michigan corporation (the "Corporation") I
have participated in the preparation of the Registration
Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Act"), with respect to the offering
of 1,300,000 shares of the Corporation's Common Stock ("Common
Stock"), to be sold pursuant to the Federal-Mogul Corporation
1997 Long Term Incentive Plan (the "Plan").

     In my capacity as general counsel of the Corporation, I have
examined and relied upon the originals, or copies certified or
otherwise identified to my satisfaction, of such Corporate
records, documents, certificates and other instruments as in my
judgment are necessary or appropriate to enable me to render the
opinions expressed below.

     Based upon such examination and my participation in the
preparation of the Registration Statement, it is my opinion that
the Common Stock, when sold in the manner described in the
Registration Statement, will be validly issued, fully paid and
nonassessable.

     I consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.  In giving such consent, I do not concede
that I am an expert within the meaning of the Act or the rules or
regulations thereunder or that this consent is required by
Section 7 of the Act.

Sincerely,

/s/Diane L. Kaye

Diane L. Kaye
Vice President, General Counsel
  and Secretary<PAGE>
<PAGE> 33

                                                  Exhibit 23.1





                 Consent of Independent Auditors



We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-00000) pertaining to the 1997 Long
Term Incentive Plan of Federal-Mogul Corporation of our report
dated January 27, 1997 except for Note 18, as to which the date
is August 18, 1997, with respect to the consolidated financial
statements and schedule of Federal-Mogul Corporation, as
restated, included in the Annual Report (Form 10-K/A) for the
year ended December 31, 1996.




/s/Ernst & Young LLP



October 28, 1997
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 79870}]
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1
                                    Registration No. 33-

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

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

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

       MICHIGAN                                    38-0544580
(State or other jurisdiction                   (IRS Employer 
of incorporation or organization)              Identification No.)

  26555 Northwestern Highway, Southfield, Michigan        48034
    (Address of Principal Executive Offices)            (Zip code)

     FEDERAL-MOGUL CORPORATION 1997 LONG TERM INCENTIVE PLAN
                      (Full title of plan)

                       Diane L. Kaye, Esq.
          Vice President, General Counsel and Secretary
                    Federal-Mogul Corporation
                   26555 Northwestern Highway
                  Southfield, Michigan  48034
             (name and address of agent for service)
                                       
                        (248) 354-7000
   (telephone number, including area code, of agent for service)

                 CALCULATION OF REGISTRATION FEE
                               Proposed    Proposed
                               Maximum     Maximum
  Title of                     Offering    Aggregate  Amount of
Securities to   Amount to be   Price Per   Offering   Registration
be Registered   Registered     Unit (1)    Price (1)  Fee         

Common Stock     1,300,000     $44.813    $58,256,900  $17,654.00

(1)   Estimated solely for purposes of calculating the registration
      fee in accordance with Rule 457 promulgated under the
      Securities Act of 1933, as amended.

      The price shown is the average of the high and low prices of
      the Common Stock on the New York Stock Exchange on October
      24, 1997, in accordance with Rule 457(h).
2
                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I
of Form S-8 will be sent or given to participating employees as
specified by Rule 428(b)(1) under the Securities Act of 1933, as
amended (the "Act").  These documents and the documents
incorporated by reference into this Registration Statement, taken
together, constitute a prospectus that meets the requirements of
Section 10(a) of the Act. 

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

The following documents filed by Federal-Mogul Corporation (the
"Company") with the Commission are incorporated herein by
reference:

(a)   The Company's Annual Report on Form 10-K for year ended
      December 31, 1996, as amended by a Form 10-K/A dated August
      18, 1997;

(b)   The Company's Quarterly Report on Form 10-Q for the quarter 
      ended March 31, 1997 as amended by a Form 10-Q/A dated August
      18, 1997;

(c)   The Company's Quarterly Report on Form 10-Q for the quarter
      ended June 30, 1997;

(d)   Description of the Company's Common Stock contained in the
      Prospectus forming a part of the Company's Registration
      Statement on Form S-3 (No. 33-51265);

(e)   The Company's Current Report on Form 8-K filed on February
      12, 1997; and

(f)   The Company's Current Report on Form 8-K filed on October 16,
      1997.

Item 4.   Description of Securities.

     The class of securities to be offered is Common Stock, without
par value, registered under Section 12 of the Securities
Exchange Act of 1934.
3

Item 5.   Interests of Named Experts and Counsel.

     Certain legal matters in connection with the Common Stock
offered hereby will be passed upon for the Company by Diane L.
Kaye, Esq., Vice President, General Counsel and Secretary of
the Company.

Item 6.   Indemnification of Directors and Officers.

     The Company is organized under the Michigan Business
Corporation Act (the "MBCA") which, in general, empowers
Michigan corporations to indemnify a person who is a party or
threatened to be made a party to any civil, criminal,
administrative or investigative action, suit or proceeding
(other than actions by or in the right of the corporation) by
reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or of another
enterprise at such corporation's request, against expenses,
judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection therewith 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 the
corporation or its shareholders and, in the case of a criminal
action or proceeding, had no reasonable cause to believe his
or her conduct was unlawful.  If a person is successful in
defending against a derivative action or a third-party action,
the MBCA requires that a Michigan corporation indemnify the
person against expenses incurred in the action.

     The MBCA also empowers Michigan corporations to provide
similar indemnity against expenses actually and reasonably incurred
by such a person in actions or suits by or in the right of the
corporation except in respect of any claim, issue or matter as to
which such person is adjudged to be liable to the corporation,
unless and only to the extent that a court determines that, despite
the adjudication of the liability but in view of all circumstances
of the case, such person is fairly and reasonably entitled to
indemnity.

     The Company's bylaws generally require the Company to
indemnify the directors and officers to the fullest extent
permissible under Michigan law against all expenses (including
amounts paid in settlement incurred in any proceeding (whether or
not such proceeding was by or in the right of the Company) in which
they were parties because of their positions as directors or
officers of the Company or because they served at the request of
the Company as directors, officers, employees, partners, trustees,
or agents of another corporation or entity.  However, the Company
is not permitted to indemnify where the person has been found
liable in any action by or in the right of the Company unless a
court has determined that, despite the adjudication of liability
but in view of all circumstances of the case, such person is fairly
4

and reasonably entitled to indemnification.  The provision also
provides for the advancement of litigation expenses at the request
of a director or officer under certain circumstances.  Directors
and officers are entitled to bring suit against the Company for
failure to make a requested indemnification and the Company has the
burden of proof to show such indemnification to be improper.

     The MBCA permits Michigan corporations to limit the personal
liability of directors for a breach of their fiduciary duty.  The
Company's Articles of Incorporation, which limit liability to the
maximum extent permitted by law, provide that a director of the
Company shall not be personally liable to the Company or its
shareholders for monetary damages for breach of the director's
fiduciary duty.  However, the MBCA and the Articles of
Incorporation do not eliminate or limit the liability of a director
for any of the following:  (i) a breach of the director's duty of
loyalty to the Company or its shareholders; (ii) acts or omissions
not in good faith or that involve intentional misconduct or a
knowing violation of law; (iii) declaration of an unlawful
dividend, stock purchase or redemption; (iv) a transaction from
which the director derives an improper personal benefit; and (v) an
act or omission occurring prior to the date when the provision
becomes effective.  As a result of the inclusion of such provision,
shareholders of the Company may be unable to recover monetary
damages against directors for actions taken by them which
constitute negligence or gross negligence or which are in violation
of their fiduciary duties, although it may be possible to obtain
injunctive or other equitable relief with respect to such actions.

Item 7.   Exemption from Registration Claimed.

     Not applicable

Item 8.   Exhibits.

     The following exhibits are filed with this registration
statement:

Exhibit 4      Federal-Mogul Corporation 1997 Long Term Incentive
               Plan, as amended July 23, 1997.

Exhibit 5      Opinion of Diane L. Kaye, Esq., Vice President,
               General Counsel and Secretary of the Company, as to
               the legality of the securities being registered.

Exhibit 23.1   Consent of Ernst & Young LLP.

Exhibit 23.2   Consent of Diane L. Kaye, Esq. (included in Exhibit
               5).

Exhibit 24     Power of Attorney (included on signature page).
5

Item 9.  Undertakings.

(a)   The undersigned registrant hereby undertakes:

   (1)  To file, during any period in which offers or sales are
        being made, a post-effective amendment to this registration
        statement to include any material information with respect
        to the plan of distribution not previously disclosed in the
        registration statement or any material change to such
        information in the 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 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; and

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

(b)   The undersigned registrant hereby undertakes that, for
      purposes of determining any liability under the Securities
      Exchange Act of 1933, each filing of the registrant's annual
      report pursuant to section 13(a) or section 15(d) of the
      Securities Exchange Act of 1934 and each filing of the Plan's
      annual report pursuant to section 15(d) of the Securities
      Exchange Act of 1934 that is incorporated by reference in the
      registration statement shall be deemed 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.
 
(c)   Insofar as indemnification for liabilities arising under the
      Securities Act of 1933 may be permitted to directors,
      officers and controlling persons of the registrant pursuant
      to the foregoing provisions, or otherwise, the registrant has
      been advised that in the opinion of the Securities and
      Exchange Commission such indemnification is against public
      policy as expressed in the Act and is, therefore,
      unenforceable.  In the event that a claim for indemnification
      against such liabilities (other than the payment by the
      registrant of expenses incurred or paid by a director,
      officer or controlling person of the registrant 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
      registrant will, unless in the opinion of its counsel the
6

 
      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.
7
                      POWER OF ATTORNEY

     Each of the undersigned director and/or officer of FEDERAL-
MOGUL CORPORATION, a Michigan corporation, hereby constitutes and
appoints Diane L. Kaye and David M. Sherbin, and each of them
acting alone, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, under the Securities Act of
1933.  Each of the undersigned hereby ratifies and confirms all
that such attorneys-in-fact and agents, or either of them, shall do
or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the indicated capacities as of the date hereof.

     Signature                                Title

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

/s/T. W. Ryan                    Senior Vice President and Chief
T. W. Ryan                        Financial Officer

/s/K. P. Slaby              
K. P. Slaby                      Vice President and Controller

/s/J. J. Fannon  
J. J. Fannon                     Director

/s/R. M. Hills 
R. M. Hills                      Director

/s/A. Madero                
A. Madero                        Director

/s/R. S. Miller, Jr.        
R. S. Miller, Jr.                Director

/s/J. C. Pope               
J. C. Pope                       Director

/s/H. M. Sekyra             
H. M. Sekyra                     Director

Dated as of September 23, 1997
8
                                 Exhibit Index

 Exhibit                         Title

Exhibit 4        Federal-Mogul Corporation 1997 Long 
                 Term Incentive Plan, as amended 
                 July 23, 1997.

Exhibit 5        Opinion of Diane L. Kaye, Esq., 
                 Vice President, General Counsel and 
                 Secretary of the Company, as to the 
                 legality of the securities being 
                 registered.

Exhibit 23.1     Consent of Ernst & Young LLP.

Exhibit 23.2     Consent of Diane L. Kaye, Esq. 
                  (included in Exhibit 5).

Exhibit 24       Power of Attorney (included on 
                  signature page).
9

                                                         Exhibit 4
  
          FEDERAL-MOGUL CORPORATION 1997 LONG TERM INCENTIVE PLAN

SECTION 1. PURPOSE; DEFINITIONS 

The purpose of the Plan is to assist the Corporation and its
subsidiaries in attracting, retaining and motivating officers and
employees and to provide the Corporation and its subsidiaries
with a stock plan providing incentives more directly linked to
the profitability of the Corporation's businesses and increases
in shareholder value. 

For purposes of the Plan, the following terms are defined as set
forth below: 

a.   "Affiliate" means a corporation or other entity controlled
     by the Corporation and designated by the Committee from time
     to time as such. 

b.   "Award" means a Stock Appreciation Right, Stock Option,
     Restricted Stock or Performance Unit. 

c.   "Award Cycle" shall mean a period of consecutive fiscal
     years or portions thereof designated by the Committee over
     which Awards are to be earned or are to vest. 

d.   "Board" means the Board of Directors of the Corporation. 

e.   "Cause" means (1) conviction of a participant for committing
     a felony under federal law  or the law of the state in which
     such action occurred, (2) dishonesty in the course of 
     fulfilling a participant's employment duties or (3) willful
     and deliberate failure on the part of a participant to
     perform employment duties in any material respect, or such
     other events as shall be determined by the Committee. The
     Committee shall have the sole discretion to
     determine whether "Cause" exists, and its determination
     shall be final. 

f.   "Change of Control" and "Change in Control Price" have the
     meanings set forth in Sections 9(b) and (c), respectively. 

g.   "Code" means the Internal Revenue Code of 1986, as amended
     from time to time, and any successor thereto. 

h.   "Commission" means the Securities and Exchange Commission or
     any successor agency. 

i.   "Committee" means the Committee, as defined in Section 2. 

j.   "Common Stock" means the common stock of the Corporation.
10

k.   "Corporation" means Federal-Mogul Corporation, a Michigan
     corporation. 

l.   "Covered Employee" means a participant designated prior to
     the grant of shares of Restricted Stock or Performance Units
     by the Committee who is or may be a "covered employee"
     within the meaning of Section 162(m)(3) of the Code in the
     year in which Restricted Stock or Performance Units are
     expected to be taxable to such participant. 

m.   "Disability" means permanent and total disability as
     determined under procedures established by the Committee for
     purposes of the Plan. 

n.   "Early Retirement" means retirement from active employment
     with the Corporation, a subsidiary or an Affiliate pursuant
     to the early retirement provisions of the applicable pension
     plan of such employer. 

o.   "Exchange Act" means the Securities Exchange Act of 1934, as
     amended from time to time, and any successor thereto. 

p.   "Fair Market Value" means, except as provided in Section
     5(j) and 6(b)(ii)(2), as of any given date, the mean between
     the highest and lowest reported sales prices of the Common   
     Stock on the New York Stock Exchange Composite Tape or, if
     not listed on such exchange, on any other national 
     securities exchange on which the Common Stock is listed or
     on  NASDAQ. If there is no regular public trading market for
     such Common Stock, the Fair Market Value of the Common Stock 
     shall be determined by the Committee in good faith. 

q.   "Incentive Stock Option" means any Stock Option designated
     as, and qualified as, an "Incentive Stock Option" within the
     meaning of Section 422 of the Code. 

r.   "Nonqualified Stock Option" means any Stock Option that is
     not an Incentive Stock Option. 

s.   "Non-Employee Director" means a member of the Board who
     qualifies as a Non-Employee Director as defined in Rule
     16b-3(b)(3), as promulgated by the Commission under the
     Exchange Act, or any successor definition adopted by the
     Commission. 

t.   "Normal Retirement" means retirement from active employment
     with the Corporation, a subsidiary or an Affiliate at or
     after age 65. 

u.   "Performance Goals" means the performance goals established
     by the Committee prior to the grant of Restricted Stock or
     Performance Units that are based on the attainment of one or
11
     any combination of the following: Specified levels of
     earnings per share from continuing operations, operating
     income, revenues, return on assets, return on equity, return
     on invested capital, shareholder value, economic value
     added, shareholder return (measured in terms of stock price
     appreciation) and/or total shareholder return (measured in
     terms of stock price appreciation and/or dividend growth),   
     achievement of cost control, production targets, or the 
     price of the Common Stock, fixed on a company-wide basis or
     with reference to the subsidiary, business unit, division or
     department of the Corporation for or within which the     
     participant is primarily employed, and that are intended to
     qualify under Section 162(m)(4)(C) of the Code. Such     
     Performance Goals also may be based upon attaining specified
     levels of performance under one or more of the measures
     described above relative to the performance of other 
     corporations. Such Performance Goals shall be set by the
     Committee within the time period prescribed by Section
     162(m) of the Code and related regulations. 

v.   "Performance Units" means an award made pursuant to Section
     8. 

w.   "Plan" means the Federal-Mogul Corporation 1997 Long Term
     Incentive Plan, as set forth herein and as hereinafter
     amended from time to time. 

x.   "Restricted Stock" means an award granted under Section 7. 

y.   "Retirement" means Normal or Early Retirement. 

z.   "Rule 16b-3" means Rule 16b-3, as promulgated by the 
     Commission under Section 16(b) of the Exchange Act, as
     amended from time to time. 

aa.  "Stock Appreciation Right" means a right granted under
     Section 6. 

bb.  "Stock Option" means an option granted under Section 5. 

cc.  "Termination of Employment" means the termination of the 
     participant's employment with the Corporation and any
     subsidiary or Affiliate. A participant employed by a
     subsidiary or an Affiliate shall also be deemed to incur a
     Termination of Employment if the subsidiary or
     Affiliate ceases to be such a subsidiary or an Affiliate, as
     the case may be, and the participant does not immediately
     thereafter become an employee of the Corporation or
     another subsidiary or Affiliate. Temporary absences from
     employment because of illness, vacation or leave of absence
     and transfers among the Corporation and its subsidiaries and
     Affiliates shall not be considered Terminations of     
     Employment.
12

In addition, certain other terms used herein have definitions
given to them in the first place in which they are used. 

SECTION 2. ADMINISTRATION 

The Plan shall be administered by the Compensation Committee or
such other committee of the Board as the Board may from time to
time designate (the "Committee"), which shall be composed of not
less than two Non-Employee Directors, each of whom shall be
required to be an "outside director" for purposes of Section
162(m)(4) of the Code, and shall be appointed by and serve at the
pleasure of the Board. 

The Committee shall have plenary authority to grant Awards
pursuant to the terms of the Plan to officers and employees of
the Corporation and its subsidiaries and Affiliates. 

Among other things, the Committee shall have the authority,
subject to the terms of the Plan: 

(a)  To select the officers and employees to whom Awards may from
     time to time be granted; 

(b)  Determine whether and to what extent Incentive Stock
     Options, Nonqualified Stock Options, Stock Appreciation
     Rights, Restricted Stock and Performance Units or any
     combination thereof are to be granted hereunder; 

(c)  Determine the number of shares of Common Stock to be covered
     by each Award granted hereunder; 

(d)  Determine the terms and conditions of any Award granted
     hereunder (including, but not limited to, the option price
     (subject to Section 5(a)), any vesting condition,
     restriction or limitation (which may be related to the
     performance of the participant, the Corporation or
     any subsidiary or Affiliate) and any vesting acceleration or
     forfeiture waiver regarding any Award and the shares of
     Common Stock relating thereto, based on such factors as the
     Committee shall determine; 

(e)  Modify, amend or adjust the terms and conditions of any
     Award, at any time or from time to time, including but not
     limited to Performance Goals; provided however, that the
     Committee may not adjust upwards the amount payable to a
     designated Covered Employee with respect to a particular
     award upon the satisfaction of applicable Performance Goals;
  
(f)  Determine to what extent and under what circumstances Common
     Stock and other amounts payable with respect to an Award
     shall be deferred; and
13

(g)  Determine under what circumstances and/or in what
     proportions an Award may be settled in cash or Common Stock
     under Sections 5(j) and 8(b)(i). 

The Committee shall have the authority to adopt, alter and repeal
such administrative rules, guidelines and practices governing
the Plan as it shall from time to time deem advisable, to
interpret the terms and provisions of the Plan and any Award
issued under the Plan (and any agreement relating thereto) and to
otherwise supervise the administration of the Plan. 

The Committee may act only by a majority of its members then in
office, except that the members thereof may (i) delegate to an
officer of the Corporation the authority to make decisions
pursuant to paragraphs (c), (f), (g), (h) and (i) of Section 5
(provided that no such delegation may be made that would cause
any Award or transaction under the Plan to cease to be exempt 
from Section 16(b) of the Exchange Act or cause any Award or
payment made in respect thereof to be "applicable employee 
remuneration" under Section 162(m)(4)(A) of the Code) and (ii)
authorize any one or more of their number or any officer of the
Corporation to execute and deliver documents on behalf of the
Committee. 

Any determination made by the Committee or pursuant to delegated
authority pursuant to the provisions of the Plan with respect to
any Award shall be made in the sole discretion of the
Committee or such delegate at the time of the grant of the Award
or, unless in contravention of any express term of the Plan, at
any time thereafter. All decisions made by the Committee or any
appropriately delegated officer pursuant to the provisions of the
Plan shall be final and binding on all persons, including the
Corporation and Plan participants. 

SECTION 3. COMMON STOCK SUBJECT TO PLAN 

The total number of shares of Common Stock reserved and available
for grant under the Plan shall be 1,300,000, no more than 130,000
of which shares shall be granted as Awards of Restricted Stock.
No participant may be granted Awards covering in excess of
350,000 shares of Common Stock over the life of the Plan,
including Awards that expire or terminate unexercised.  Shares
subject to an Award under the Plan may be authorized and unissued
shares or may be treasury shares. 

Any shares subject to an Award under the Plan, which Award for
any reason expires or is terminated unexercised as to such
shares, shall, subject to the provisions of the previous
paragraph that may restrict their reissuance to a particular
participant, again be available for the grant of other Awards
under the Plan.
14

Subject to Section 7(c)(iv), if any shares of Restricted Stock
are forfeited or if any Stock Option (and related Stock
Appreciation Right, if any) terminates without being exercised,
or if any Stock Appreciation Right is exercised for cash, shares
subject to such Awards shall, subject to the provisions of the
first paragraph of this section that may restrict their
distribution to a particular participant, again be available for
distribution in connection with Awards under the Plan. 

In the event of any change in corporate capitalization, such as a
stock split or a corporate transaction, such as any merger,
consolidation, separation, including a spin-off, or other
distribution of stock or property of the Corporation, any
reorganization (whether or not such reorganization comes within
the definition of such term in Section 368 of the Code) or any
partial or complete liquidation of the Corporation, the Committee
or Board may make such substitution or adjustments in the
aggregate number and kind of shares reserved for issuance
under the Plan, in the number, kind and option price of shares
subject to outstanding Stock Options and Stock Appreciation
Rights, in the number and kind of shares subject to other
outstanding Awards granted under the Plan and/or such other
equitable substitution or adjustments as it may determine to be
appropriate in its sole discretion; provided however, that
the number of shares subject to any Award shall always be a whole
number. Such adjusted option price shall also be used to
determine the amount payable by the Corporation upon the exercise
of any Stock Appreciation Right associated with any Stock Option.
 

SECTION 4. ELIGIBILITY 

Officers and employees of the Corporation, its subsidiaries and
Affiliates who are responsible for or contribute to the
management, growth and profitability of the business of the
Corporation, its subsidiaries and Affiliates are eligible to be
granted Awards under the Plan. No grant shall be made under this
Plan to a director who is not an officer or a salaried employee
of the Corporation, its subsidiaries or Affiliates. 

SECTION 5. STOCK OPTIONS 

Stock Options may be granted alone or in addition to other Awards
granted under the Plan and may be of two types, Incentive Stock
Options and Nonqualified Stock Options. Any Stock Option granted
under the Plan shall be in such form as the Committee may from
time to time approve. 

The Committee shall have the authority to grant any optionee
Incentive Stock Options, Nonqualified Stock Options or both types
of Stock Options (in each case with or without Stock Appreciation
15

Rights); provided however, that grants hereunder are subject to
the aggregate limit on grants to individual participants set
forth in Section 3. Incentive Stock Options may be granted only
to employees of the Corporation and its subsidiaries (within the
meaning of Section 424(f) of the Code). To the extent that any
Stock Option is not designated as an Incentive Stock Option
or even if so designated does not qualify as an Incentive Stock
Option, it shall constitute a Nonqualified Stock Option. 

Stock Options shall be evidenced by option agreements, the terms
and provisions of which may differ. An option agreement shall
indicate on its face whether it is intended to be an agreement
for an Incentive Stock Option or a Nonqualified Stock Option. The
grant of a Stock Option shall occur on the date on which the
Committee by resolution selects an individual to be a participant
in any grant of a Stock Option, determines the number of shares
of Common Stock to be subject to such Stock Option to be granted
to such individual and specifies the terms and provisions of the
Stock Option. The Corporation shall notify a participant of any
grant of a Stock Option, and a written option agreement or
agreements shall be duly executed and delivered by the
Corporation to the participant. Such agreement or agreements
shall become effective upon execution by the Corporation, unless
such agreement or agreements shall by its or their terms require
execution by the Corporation and the participant, in which case,
such agreement or agreements shall become effective upon
execution by the Corporation and the participant. 

Anything in the Plan to the contrary notwithstanding, no term of
the Plan relating to Incentive Stock Options shall be
interpreted, amended or altered nor shall any discretion or
authority granted under the Plan be exercised so as to disqualify
the Plan under Section 422 of the Code or, without the consent of
the optionee affected, to disqualify any Incentive Stock Option
under said Section 422. 

Stock Options granted under the Plan shall be subject to the
following terms and conditions and shall contain such additional
terms and conditions as the Committee shall deem desirable: 

(a)  Option Price. The option price per share of Common Stock
     purchasable under a Stock Option shall be determined by the
     Committee and set forth in the option agreement, but shall
     not be less than the Fair Market Value of the Common Stock
     subject to the Stock Option on the date of grant. 

(b)  Option Term. The term of each Stock Option shall be fixed by
     the Committee, but no Incentive Stock Option shall be
     exercisable more than 10 years after the date on which the
     Stock Option is granted. 

(c)  Exercisability. Except as otherwise provided herein, Stock
16

     Options shall be exercisable at such time or times and
     subject to such terms and conditions as shall be determined
     by the Committee. If the Committee provides that any Stock
     Option is exercisable only in installments, the Committee
     may at any time waive such installment exercise provisions,
     in whole or in part, based on such factors as the Committee
     may determine. In addition, the Committee may at any time
     accelerate the exercisability of any Stock Option. 
  
(d)  Method of Exercise. Subject to the provisions of this
     Section 5, Stock Options may be exercised, in whole or in
     part, at any time during the option term by giving written
     notice of exercise to the Corporation specifying the number
     of shares of Common Stock subject to the Stock Option to be
     purchased. 

     Such notice shall be accompanied by payment in full of the
     purchase price by certified or bank check or such other
     instrument as the Corporation may accept. If approved by the
     Committee, payment, in full or in part, may also be made in 
     the form of unrestricted Common Stock already owned by the
     optionee (based on the Fair Market Value of the Common Stock
     on the date the Stock Option is exercised) and which has
     been held by the optionee for at least 6 months; provided
     however, that, in the case of an Incentive Stock Option the
     right to make a payment in the form of already owned shares
     of Common Stock may be authorized only at the time the Stock
     Option is granted. 

     In the discretion of the Committee, payment for any shares
     subject to a Stock Option may also be made by delivering a 
     properly executed exercise notice to the Corporation,
     together with a copy of irrevocable instructions to a broker
     to deliver promptly to the Corporation the amount of sale or
     loan proceeds to pay the purchase price, and, if requested,
     by the amount of any federal, state, local or foreign
     withholding taxes. To facilitate the foregoing, the
     Corporation may enter into agreements for coordinated
     procedures with one or more brokerage firms. 

     In addition, in the discretion of the Committee, payment for
     any shares subject to a Stock Option may also be made by
     instructing the Committee to withhold a number of such
     shares having a Fair Market Value on the date of exercise
     equal to the aggregate exercise price of such Stock Option. 
    
     No shares of Common Stock shall be issued until full payment
     therefor has been made. An optionee shall have all of the
     rights of a shareholder of the Corporation holding the class
     or series of Common Stock that is subject to such Stock
     Option (including, if applicable, the right to vote the
     shares and the right to receive dividends), when the
17

     optionee has given written notice of exercise, has paid in
     full for such shares and, if requested, has given the
     representation described in Section 12(a). 

(e)  Nontransferability of Stock Options. No Stock Option shall
     be transferable by the optionee other than (i) by will or by
     the laws of descent and distribution; or (ii) in the case of
     a Nonqualified Stock Option, pursuant to (a) a qualified 
     domestic relations order (as defined in the Code or Title I
     of the Employee Retirement Income Security Act of 1974, as
     amended, or the rules thereunder) or (b) a gift to such
     optionee's children, whether directly or indirectly or by
     means of a trust or partnership or otherwise, if expressly
     permitted under the applicable option agreement. All Stock
     Options shall be exercisable, subject to the terms of this
     Plan, during the optionee's lifetime, only by the optionee
     or by the guardian or legal representative of the optionee
     or, in the case of a Nonqualified Stock Option, its
     alternative payee pursuant to such qualified domestic
     relations order or the recipient of a gift permitted under
     the applicable option agreement, it being understood that
     the terms "holder" and "optionee" include the guardian and
     legal representative of the optionee named in the option
     agreement and any person to whom an option is transferred by
     will or the laws of descent and distribution or, in the case
     of a Nonqualified Stock Option, pursuant to a qualified
     domestic relations order or a gift permitted under the
     applicable option agreement. 
 
(f)  Termination by Death. Unless otherwise determined by the
     Committee, if an optionee's employment terminates by reason
     of death, any Stock Option held by such optionee may
     thereafter be exercised in full, whether or not then
     exercisable, or on such accelerated basis as the Committee
     may determine, for a period of 3 years (or such other period
     as the Committee may specify in the option agreement) from
     the date of such death or until the expiration of the stated
     term of such Stock Option, whichever period is the shorter. 
  
(g)  Termination by Reason of Disability. Unless otherwise
     determined by the Committee, if an optionee's employment
     terminates by reason of Disability, any Stock Option held by
     such optionee may thereafter be exercised by the optionee,
     to the extent it was exercisable at the time of termination,
     or on such accelerated basis as the Committee may determine,
     for a period of 3 years (or such shorter period as the
     Committee may specify in the option agreement) from the date
     of such termination of employment or until the expiration of
     the stated term of such Stock Option, whichever period is
     the shorter; provided however, that if the optionee dies
     within such period, any unexercised Stock Option held by
     such optionee shall, notwithstanding the expiration of such
18

     period, continue to be exercisable to the extent to which it
     was exercisable at the time of death for a period of 1 year
     from the date of such death or until the expiration of the
     stated term of such Stock Option, whichever period is the
     shorter. In the event of termination of employment by reason
     of Disability, if an Incentive Stock Option is exercised
     after the expiration of the exercise periods that apply for
     purposes of Section 422 of the Code, such Stock Option will
     thereafter be treated as a Nonqualified Stock Option. 

(h)  Termination by Reason of Retirement. Unless otherwise
     determined by the Committee, if an optionee's employment
     terminates by reason of Retirement, any Stock Option held by
     such optionee may thereafter be exercised by the optionee,
     to the extent it was exercisable at the time of such
     Retirement, or on such accelerated basis as the Committee
     may determine, for a period of 5 years (or such shorter
     period as the Committee may specify in the option agreement)
     from the date of such termination of employment or until the
     expiration of the stated term of such Stock Option,
     whichever period is the shorter; provided however, that if
     the optionee dies within such period, any unexercised Stock
     Option held by such optionee shall, notwithstanding the
     expiration of such period, continue to be exercisable to the
     extent to which it was exercisable at the time of death for
     a period of 12 months from the date of such death or until
     the expiration of the stated term of such Stock Option,
     whichever period is the shorter. In the event of termination
     of employment by reason of Retirement, if an Incentive Stock
     Option is exercised after the expiration of the exercise
     periods that apply for purposes of Section 422 of the Code,
     such Stock Option will thereafter be treated as a
     Nonqualified Stock Option. 

(i)  Other Termination. Unless otherwise determined by the
     Committee: (A) If an optionee incurs a Termination of
     Employment for Cause, all Stock Options held by such
     optionee shall thereupon terminate; and (B) If an optionee
     incurs a Termination of Employment for any reason other than
     death, Disability or Retirement or for Cause, any Stock
     Option held by such optionee, to the extent then
     exercisable, or on such accelerated basis as the Committee
     may determine, may be exercised for the lesser of 3 months
     from the date of such Termination of Employment or the
     balance of such Stock Option's term; provided however,
     that if the optionee dies within such 3-month period, any
     unexercised Stock Option held by such optionee shall,
     notwithstanding the expiration of such 3-month period,
     continue to be exercisable to the extent to which it was
     exercisable at the time of death for a period of 12 
     months from the date of such death or until the expiration
     of the stated term of such Stock Option, whichever period is
19

     the shorter. Notwithstanding the foregoing, if an optionee
     incurs a Termination of Employment at or after a Change in
     Control (as defined Section 9(b)), other than by reason of
     death, Disability or Retirement, any Stock Option held by
     such optionee shall be exercisable for the lesser of (1) 6
     months and 1 day from the date of such Termination of
     Employment, and (2) the balance of such Stock Option's term.
     In the event of Termination of Employment, if an Incentive
     Stock Option is exercised after the expiration of the
     exercise periods that apply for purposes of Section 422 of
     the Code, such Stock Option will thereafter be treated as a
     Nonqualified Stock Option. 
 
(j)  Cashing Out of Stock Option. Upon receipt of written notice
     of exercise, the Committee may elect to cash out all or part
     of the portion of the shares of Common Stock for which a
     Stock Option is being exercised by paying the optionee an
     amount, in cash or Common Stock, equal to the excess of the
     Fair Market Value of the Common Stock over the option price 
     times the number of shares of Common Stock for which the
     Option is being exercised on the effective date of such
     cash-out. 

(k)  Change in Control Cash-Out. Notwithstanding any other
     provision of the Plan, during the 60-day period from and
     after a Change in Control (the "Exercise Period"), unless
     the Committee shall determine otherwise at the time of
     grant, an optionee shall have the right, whether or not the
     Stock Option is fully exercisable and in lieu of the payment
     of the exercise price for the shares of Common Stock being
     purchased under the Stock Option and by giving notice to the
     Corporation, to elect (within the Exercise Period) to
     surrender all or part of the Stock Option to the Corporation
     and to receive cash, within 30 days of such notice, in an
     amount equal to the amount by which the Change in Control
     Price per share of Common Stock on the date of such election
     shall exceed the exercise price per share of Common Stock
     under the Stock Option (the "Spread") multiplied by the
     number of shares of Common Stock granted under the Stock
     Option as to which the right granted under this Section 5(k)
     shall have been exercised. 
 
(l)  Notwithstanding anything in the Plan to the contrary, no
     Stock Option shall be reissued or repriced. 

SECTION 6. STOCK APPRECIATION RIGHTS 

(a)  Grant and Exercise. Stock Appreciation Rights may be granted
     in conjunction with all or part of any Stock Option granted
     under the Plan. In the case of a Nonqualified Stock Option,
     such rights may be granted either at or after the time of
20

     grant of such Stock Option. In the case of an Incentive
     Stock Option, such rights may be granted only at the time of
     grant of such Stock Option. A Stock Appreciation Right shall
     terminate and no longer be exercisable upon the termination
     or exercise of the related Stock Option. 

     A Stock Appreciation Right may be exercised by an optionee
     in accordance with Section 6(b) by surrendering the
     applicable portion of the related Stock Option in accordance
     with procedures established by the Committee. Upon such
     exercise and surrender, the optionee shall be entitled to
     receive an amount determined in the manner prescribed in
     Section 6(b).  Stock Options which have been so surrendered
     shall no longer be exercisable to the extent the related
     Stock Appreciation Rights have been exercised. 

(b)  Terms and Conditions. Stock Appreciation Rights shall be
     subject to such terms and conditions as shall be determined
     by the Committee, including the following: 
 
     (i)   Stock Appreciation Rights shall be exercisable only at
           such time or times and to the extent that the Stock
           Options to which they relate are exercisable in
           accordance with the provisions Section 5 and this
           Section 6. 

     (ii)  Upon the exercise of a Stock Appreciation Right, an
           optionee shall be entitled to receive an amount in
           cash, shares of Common Stock or both, equal in value
           to the excess of the Fair Market Value of one share of
           Common Stock over the option price per share specified
           in the related Stock Option multiplied by the number
           of shares in respect of which the Stock Appreciation
           Right shall have been exercised, with the Committee
           having the right to determine the form of payment. 

     (iii) Stock Appreciation Rights shall be transferable only
           to permitted transferees of the underlying Stock
           Option in accordance with Section 5(e). 

     (iv)  Upon the exercise of a Stock Appreciation Right, the
           Stock Option or part thereof to which such Stock
           Appreciation Right is related shall be deemed to have
           been exercised for the purpose of the limitation set 
           forth in Section 3 on the number of shares of Common
           Stock to be issued under the Plan, but only to the
           extent of the number of shares covered by the Stock 
           Appreciation Right at the time of exercise based on
           the value of the Stock Appreciation Right at such
           time.
21

SECTION 7. RESTRICTED STOCK 

(a)  Administration. Shares of Restricted Stock may be awarded
     either alone or in addition to other Awards granted under
     the Plan. The Committee shall determine the officers and
     employees to whom and the time or times at which grants of
     Restricted Stock will be awarded, the number of shares to be
     awarded to any participant (subject to the aggregate limit
     on grants to individual participants set forth in Section
     3), the conditions for vesting, the time or times within
     which such Awards may be subject to forfeiture and any other
     terms and conditions of the Awards, in addition to those 
     contained in Section 7(c). 
 
     The Committee may, prior to grant, condition vesting of 
     Restricted Stock upon the attainment of Performance Goals.
     The Committee may, in addition to requiring satisfaction of
     Performance Goals, condition vesting upon the continued
     service of the participant. The provisions of Restricted
     Stock Awards (including the applicable Performance Goals)
     need not be the same with respect to each recipient. All
     Performance Goals applicable to Awards of Restricted Stock 
     shall be approved by the Committee in writing as required by
     Section 162(m) of the Code and the rules and regulations
     thereunder in order for the value of the Restricted Stock
     delivered pursuant to such Award to be deductible. 

(b)  Awards and Certificates. Shares of Restricted Stock shall be
     evidenced in such manner as the Committee may deem
     appropriate, including book-entry registration or issuance
     of one or more stock certificates. Any certificate issued in
     respect of shares of Restricted Stock shall be registered in
     the name of such participant and shall bear an appropriate
     legend referring to the terms, conditions and restrictions
     applicable to such Award, substantially in the following
     form: 

       "THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF
       STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND
       CONDITIONS (INCLUDING FORFEITURE) OF FEDERAL-MOGUL
       CORPORATION 1997 LONG TERM INCENTIVE PLAN AND A RESTRICTED
       STOCK AGREEMENT. COPIES OF SUCH PLAN AND AGREEMENT ARE ON
       FILE AT THE OFFICES OF THE SECRETARY OF FEDERAL-MOGUL
       CORPORATION, 26555 NORTHWESTERN HIGHWAY, SOUTHFIELD,
       MICHIGAN." 

     The Committee may require that the certificates evidencing
     such shares be held in custody by the Corporation until the 
     restrictions thereon shall have lapsed and that, as a
     condition of any Award of Restricted Stock, the participant
     shall have delivered a stock power, endorsed in blank,
     relating to the Common Stock covered by such Award.
22

 (c) Terms and Conditions. Shares of Restricted Stock shall be
     subject to the following terms and conditions: 

     (i)   Subject to the provisions of the Plan and the
           Restricted Stock Agreement referred to in
           Section 7(c)(vi), during the period, not to be less
           than 1 year, set by the Committee, commencing with the
           date of such Award for which such participant's
           continued service is required (the "Restriction
           Period"), and until the later of (i) the expiration of
           the Restriction Period and (ii) the date the
           applicable Performance Goals (if any) are satisfied,
           the participant shall not be permitted to sell,
           assign, transfer, pledge or otherwise encumber shares
           of Restricted Stock; provided, that the foregoing
           shall not prevent a participant from pledging
           Restricted Stock as security for a loan, the sole
           purpose of which is to provide funds to pay the option
           price for Stock Options. Within these limits, the
           Committee may provide for the lapse of restrictions
           based upon period of service in installments or 
           otherwise and may accelerate or waive, in whole or in
           part, restrictions based upon period of service or
           upon performance; provided however, that in the case
           of Restricted Stock subject to Performance Goals
           granted to a participant who is a Covered Employee,
           the applicable Performance Goals have been satisfied. 
 
     (ii)  Except as provided in this paragraph (ii) and Section
           7(c)(i) and the Restricted Stock Agreement, the
           participant shall have, with respect to the shares of
           Restricted Stock, all of the rights of a shareholder
           of the Corporation holding the class or series of
           Common Stock that is the subject of the Restricted
           Stock, including, if applicable, the right to vote the
           shares and the right to receive any cash dividends. If
           so determined by the Committee in the applicable
           Restricted Stock Agreement and subject to Section
           12(e) of the Plan, (1) cash dividends on the class or
           series of Common Stock that is the subject of the
           Restricted Stock Award shall be automatically deferred
           and reinvested in additional Restricted Stock, held 
           subject to vesting of the underlying Restricted Stock,
           or held subject to meeting Performance Goals
           applicable only to dividends, and (2) dividends
           payable in Common Stock shall be paid in the form of
           Restricted Stock of the same class as the Common Stock
           with which such dividend was paid, held subject to
           vesting of the underlying Restricted Stock, or held
           subject to meeting Performance Goals applicable only
           to dividends.
23

     (iii) Except to the extent otherwise provided in the
           applicable Restricted Stock Agreement and Sections
           7(c)(i), 7(c)(iv) and 9(a)(ii), upon a participant's
           Termination of Employment for any reason during the
           Restriction Period or before the applicable 
           Performance Goals are satisfied, all shares still
           subject to restriction shall be forfeited by
           the participant. 

     (iv)  Except to the extent otherwise provided in Section
           9(a)(ii), in the event that a participant retires or
           such participant's employment is involuntarily
           terminated (other than for Cause), the Committee shall
           have the discretion to waive, in whole or in part,
           any or all remaining restrictions (other than, in the
           case of Restricted Stock with respect to which a
           participant is a Covered Employee, satisfaction of any
           applicable Performance Goals unless the participant's
           employment is terminated by reason of death or
           Disability) with respect to any or all of such
           participant's shares of Restricted Stock. 
 
     (v)   If and when any applicable Performance Goals are
           satisfied and the Restriction Period expires without a
           prior forfeiture of the Restricted Stock, unlegended
           certificates for such shares shall be delivered to the
           participant upon surrender of the legended
           certificates. 

     (vi)  Each Award shall be confirmed by, and be subject to,
           the terms of a Restricted Stock Agreement. 

SECTION 8. PERFORMANCE UNITS 

(a)  Administration. Performance Units may be awarded either
     alone or in addition to other Awards granted under the Plan.
     The Committee shall determine the officers and employees to
     whom and the time or times at which Performance Units shall
     be awarded, the number of Performance Units to be awarded to
     any participant (subject to the aggregate limit on grants
     to individual participants set forth in Section 3), the
     duration of the Award Cycle and any other terms and
     conditions of the Award, in addition to those contained in
     Section 8(b). 

     The Committee may, prior to grant, condition the settlement
     of Performance Units upon continued employment and/or the
     attainment of Performance Goals. The provisions of such
     Awards (including the applicable Performance Goals) need not
     be the same with respect to each recipient. All Performance
     Goals applicable to Awards of Performance Units awarded
24

     during an Award Cycle shall be approved by the Committee in
     writing as required by Section 162(m) of the Code and the
     rules and regulations thereunder in order for the cash
     and/or property delivered pursuant to such Award to be
     deductible. 

(b)  Terms and Conditions. Performance Units Awards shall be
     subject to the following terms and conditions: 

     (i)   Subject to the provisions of the Plan and the
           Performance Units Agreement referred to in Section
           8(b)(vi), Performance Units may not be sold, assigned,
           transferred, pledged or otherwise encumbered during
           the Award Cycle. At the expiration of the Award Cycle,
           the Committee shall evaluate the Corporation's
           performance in light of the Performance Goals for such
           Award to the extent applicable, and shall determine
           the value of Performance Units granted to the 
           participant which have been earned, and the
           Committee may then elect to deliver (1) a number of
           shares of Common Stock equal to the value of
           Performance Units determined by the Committee to have
           been earned, or (2) cash equal to the Fair Market
           Value of such number of shares of Common Stock to
           the participant. The maximum value of cash and
           property that any participant may receive with respect
           to Performance Units in any year is $3,000,000. 
 
     (ii)  Except to the extent otherwise provided in the
           applicable Performance Unit Agreement and Sections
           8(b)(iii) and 9(a)(iii), upon a participant's
           Termination of Employment for any reason during the
           Award Cycle or before any applicable Performance Goals
           are satisfied, the rights to the shares still covered
           by the Performance Units Award shall be forfeited by
           the participant. 

     (iii) Except to the extent otherwise provided in Section
           9(a)(iii), in the event that a participant's
           employment is terminated (other than for Cause) or in
           the event a participant retires, the Committee shall
           have the discretion to waive, in whole or in part,
           any or all remaining payment limitations (other than,
           in the case of Performance Units with respect to which
           a participant is a Covered Employee, satisfaction of
           any applicable Performance Goals unless the
           participant's employment is terminated by reason of
           death or Disability) with respect to any or all of
           such participant's Performance Units.
25

     (iv)  A participant may elect to further defer receipt of
           the Performance Units payable under an Award (or an
           installment of an Award) for a specified period or
           until a specified event, subject in each case to the
           Committee's approval and to such terms as are
           determined by the Committee (the "Elective Deferral
           Period"). Subject to any exceptions adopted by the
           Committee, such election must generally be made prior
           to commencement of the Award Cycle for the Award (or
           for such installment of an Award). 

     (v)   If and when any applicable Performance Goals are
           satisfied and the Elective Deferral Period expires
           without a prior forfeiture of the Performance Units,
           payment in accordance with Section 8(b)(i) hereof
           shall be made to the participant. 

     (vi)  Each Award shall be confirmed by, and be subject to,
           the terms of a Performance Unit Agreement. 

SECTION 9. CHANGE IN CONTROL PROVISIONS 

(a)  Impact of Event. Notwithstanding any other provision of the
     Plan to the contrary, in the event of a Change in Control: 

     (i)   Any Stock Options and Stock Appreciation Rights
           outstanding as of the date such Change in Control is
           determined to have occurred, and which are not then
           exercisable and vested, shall become fully exercisable
           and vested to the full extent of the original grant. 

     (ii)  The restrictions and deferral limitations applicable
           to any Restricted Stock shall lapse, and such
           Restricted Stock shall become free of all restrictions
           and become fully vested and transferable to the full
           extent of the original grant. 

     (iii) All Performance Units shall be considered to be earned
           and payable in full, and any deferral or other
           restriction shall lapse and such Performance Units
           shall be settled in cash as promptly as is
           practicable. 

(b)  Definition of Change in Control. For purposes of the Plan, a
     "Change in Control" shall mean the happening of any of the
     following events: 

     (i)   The acquisition by any individual, entity or group
           (within the meaning of Section 13(d)(3) or 14(d)(2) of
           the Securities Exchange Act of 1934, as amended (the
           "Exchange Act")) (a "Person") of beneficial ownership
26

           (within the meaning of Rule 13d-3 promulgated under
           the Exchange Act) of 20% or more of either (1) the
           then outstanding shares of Common Stock of the
           Corporation (the "Outstanding Corporation Common
           Stock") or (2) the combined voting power of the then
           outstanding voting securities of the Corporation
           entitled to vote generally in the election of
           directors (the "Outstanding Corporation Voting
           Securities"); provided, however, that for purposes of
           this subsection (i), the following acquisitions shall
           not constitute a Change of Control; (1) any
           acquisition directly from the Corporation, (2) any
           acquisition by the Corporation, (3) any acquisition by
           an employee benefit plan (or related trust) sponsored
           or maintained by the Corporation or any corporation
           controlled by the Corporation or (4) any acquisition
           by any corporation pursuant to a transaction which
           complies with clauses (1), (2) and (3) of subsection
           (iii) of this Section 9(b); or 

     (ii)  Individuals who, as of the date hereof, constitute the
           Board (the "Incumbent Board") cease for any reason to
           constitute at least a majority of the Board; provided,
           however, that any individual becoming a director
           subsequent to the date hereof whose election, or 
           nomination for election by the Corporation's
           shareholders, was approved by a vote of at least a
           majority of the directors then comprising the
           Incumbent Board shall be considered as though such
           individual were a member of the Incumbent Board, but
           excluding, for this purpose, any such individual whose
           initial assumption of office occurs as a result of an
           actual or threatened election contest with respect to
           the election or removal of directors or other actual
           or threatened solicitation of proxies or consents by
           or on behalf of a Person other than the Board; or 

     (iii) Approval of a reorganization, merger or consolidation
           or sale or other disposition of all or substantially
           all of the assets of the Corporation (a "Business 
           Combination"), in each case, unless, following such
           Business Combination, (1) all or substantially all of
           the individuals and entities who were the beneficial
           owners, respectively, of the Outstanding Corporation
           Common Stock and Outstanding Corporation Voting
           Securities immediately prior to such Business
           Combination beneficially own, directly or indirectly,
           more than 50% of, respectively, the then outstanding
           shares of Common Stock and the combined voting power
           of the then outstanding voting securities entitled to
           vote generally in the election of directors, as the
           case may be, of the corporation resulting from such
27

           Business Combination (including, without limitation, a
           corporation which as a result of such transaction owns
           the Corporation or all or substantially all of the
           Corporation's assets either directly or through one or
           more subsidiaries) in substantially the same
           proportions as their ownership, immediately prior to
           such Business Combination of the Outstanding
           Corporation Common Stock and Outstanding Corporation
           Voting Securities, as the case may be, (2) no Person
           (excluding any corporation resulting from such
           Business Combination or any employee benefit plan (or
           related trust) of the Corporation or such corporation
           resulting from such Business Combination) beneficially
           owns, directly or indirectly, 20% or more of,
           respectively, the then outstanding shares of common
           stock of the corporation resulting from such Business
           Combination or the combined voting power of the then
           outstanding voting securities of such corporation
           except to the extent that such ownership existed prior
           to the Business Combination and (3) at least a
           majority of the members of the Board resulting from
           such Business Combination were members of the
           Incumbent Board at the time of the execution of the
           initial agreement, or of the action of the Board,
           providing for such Business Combination; or 

     (iv)  Approval by the shareholders of the Corporation of a
           complete liquidation or dissolution of the
           Corporation. 

(c)  Change in Control Price. For purposes of the Plan, "Change
     in Control Price" means the higher of (i) the highest
     reported sales price, regular way, of a share of Common
     Stock in any transaction reported on the New York Stock
     Exchange Composite Tape or other national exchange on which
     such shares are listed or on NASDAQ during the 60-day period
     prior to and including the date of a Change in Control or
     (ii) if the Change in Control is the result of a tender or
     exchange offer or a Corporate Transaction, the highest price
     per share of Common Stock paid in such tender or exchange
     offer or Corporate Transaction; provided however, that in
     the case of Incentive Stock Options and Stock Appreciation
     Rights relating to Incentive Stock Options, the Change in
     Control Price shall be in all cases the Fair Market
     Value of the Common Stock on the date such Incentive Stock
     Option or Stock Appreciation Right is exercised. To the
     extent that the consideration paid in any such transaction
     described above consists all or in part of securities or
     other noncash consideration, the value of such securities or
     other noncash consideration shall be determined in the sole
     discretion of the Board.
28

SECTION 10. TERM, AMENDMENT AND TERMINATION 

The Plan will terminate 5 years after the effective date of the
Plan. Awards outstanding as of such date shall not be affected
or impaired by the termination of the Plan. 

The Board may amend, alter or discontinue the Plan, but no
amendment, alteration or discontinuation shall be made which
would (i) impair the rights of an optionee under a Stock
Option or a recipient of a Stock Appreciation Right, Restricted
Stock Award or Performance Unit Award therefore granted without
the optionee's or recipient's consent, except such an amendment
made to cause the Plan to qualify for the exemption provided by
Rule 16b-3, or (ii) disqualify the Plan or any Award or
transaction thereunder from the exemption provided by Rule 16b-3.
In addition, no such amendment shall be made without the approval
of the Corporation's shareholders to the extent such approval is
required by law or agreement. 

The Committee may amend the terms of any Stock Option or other
Award theretofore granted, prospectively or retroactively, but no
such amendment shall impair the rights of any holder without the
holder's consent except such an amendment made to cause the Plan,
or Award, transaction or payment made under the Plan, to qualify
for the exemption provided by Rule 16b-3. 

Subject to the above provisions, the Board shall have authority
to amend the Plan to take into account changes in law and tax and
accounting rules as will as other developments, and to grant
Awards which qualify for beneficial treatment under such rules
with shareholder approval. 

SECTION 11. UNFUNDED STATUS OF PLAN 

It is presently intended that the Plan shall constitute an
"unfunded" plan for incentive and deferred compensation. The
Committee may authorize the creation of trusts or other
arrangements to meet the obligations created under the Plan to
deliver Common Stock or make payments; provided however, that
unless the Committee otherwise determines, the existence of such
trusts or other arrangements is consistent with the "unfunded"
status of the Plan. 

SECTION 12. GENERAL PROVISIONS 

(a)  The Committee may require each person purchasing or
     receiving shares pursuant to an Award to represent to and
     agree with the Corporation in writing that such person is
     acquiring the shares without a view to the distribution
     thereof. The certificates for such shares may include any
29

     legend which the Committee deems appropriate to reflect any
     restrictions on transfer. 

     Notwithstanding any other provision of the Plan or
     agreements made pursuant thereto, the Corporation shall not
     be required to issue or deliver any certificate or
     certificates for shares of Common Stock under the Plan prior
     to fulfillment of all of the following conditions: 
   
     (1)   Listing or approval for listing upon notice of
           issuance of such shares on the New York Stock
           Exchange, Inc., or such other securities exchange as
           may at the time be the principal market for the Common
           Stock; 

     (2)   Any registration or other qualification of such shares
           of the Corporation under any state or federal law or
           regulation, or maintaining in effect any such
           registration or other qualification which the
           Committee shall, in its absolute discretion upon the
           advice of counsel, deem necessary or advisable; and 
 
     (3)   Obtaining any other consent, approval or permit from
           any state or federal governmental agency which the
           Committee shall, in its absolute discretion after
           receiving the advice of counsel, determine to be
           necessary or advisable. 

(b)  Nothing contained in the Plan shall prevent the Corporation
     or any subsidiary or Affiliate from adopting other or
     additional compensation arrangements for its employees. 
 
(c)  Neither adoption of the Plan nor the grant or any Award
     thereunder shall confer upon any employee any right to
     continued employment, nor shall it interfere in any way with
     the right of the Corporation or any subsidiary or Affiliate
     to terminate the employment of any employee at any time. 

(d)  No later than the date as of which an amount first becomes
     includible in the gross income of the participant for
     federal income tax purposes with respect to any Award under
     the Plan, the participant shall pay to the Corporation, or
     make arrangements satisfactory to the Corporation regarding
     the payment of, any federal, state, local or foreign taxes
     of any kind required by law to be withheld with respect to 
     such amount. Unless otherwise determined by the Corporation,
     withholding obligations may be settled with Common Stock,
     including Common Stock that is part of the Award that gives
     rise to the withholding requirement. The obligations of the
     Corporation under the Plan shall be conditioned upon such
     payment or arrangements, and the Corporation and its 
     Affiliates shall, to the extent permitted by law,
30

     have the right to deduct any such taxes from any payment
     otherwise due to the participant.  The Committee may
     establish such procedures as it deems appropriate, including
     making irrevocable elections, for settlement of withholding
     obligations with Common Stock. 
 
(e)  Reinvestment of dividends in additional Restricted Stock at
     the time of any dividend payment shall only be permissible
     if sufficient shares of Common Stock are available under
     Section 3 for such reinvestment (taking into account then
     outstanding Stock Options and other Awards).
 
(f)  The Committee shall establish such procedures as it deems
     appropriate for a participant to designate a beneficiary to
     whom any amounts payable in the event of the participant's
     death are to paid or by whom any rights of the participant,
     after the participant's death, may be exercised. 

(g)  In the case of a grant of an Award to any employee of a
     subsidiary of the Corporation, the Corporation may, if the
     Committee so directs, issue or transfer the shares of Common
     Stock, if any, covered by the Award to the subsidiary, for
     such lawful consideration as the Committee may specify, upon
     the condition or understanding that the subsidiary will
     transfer the shares of Common Stock to the employee in
     accordance with the terms of the Award specified by the 
     Committee pursuant to the provisions of the Plan. 

(h)  Notwithstanding the foregoing, if any right granted pursuant
     to this Plan would make a Change in Control transaction
     ineligible for pooling-of-interests accounting under APB No.
     16 that but for the nature of such grant would otherwise be
     eligible for such accounting treatment, the Committee shall 
     have the ability to substitute for any cash payable pursuant
     to such right Common Stock with a Fair Market Value equal to
     the cash that would otherwise be payable hereunder. 

(i)  Notwithstanding anything in this Plan to the contrary, no
     transaction between a participant and the Corporation that 
     requires as a condition of its exemption from Section 16 of
     the Exchange Act approval in the manner set forth in 
     paragraph (d)(1) or (d)(2) of Rule 16b-3 shall be 
     consummated until such approval is obtained; but failure to
     obtain such approval shall not cause a transaction 
     consummated to be void or voidable without the consent of
     such participant nor shall it disqualify the transaction 
     from the benefit of any of available exemption from said 
     Section 16. 

(j)  Unless the Committee shall otherwise determine or any 
     provision of the Plan shall otherwise specifically require,
     no delivery of cash and/or property shall be made to any
31

     "covered employee", as that term is defined in Section 
     162(m)(3) of the Code, or any transferee to whom the right 
     of such covered employee to receive such cash and/or
     property has been transferred as the result of a transfer 
     permitted by the Plan, in any year to the extent that the
     value such cash and/or property, together with the value of
     all other cash and/or property delivered to such covered 
     employee or transferee in such year, shall not be deductible
     by the Corporation as a result of the operation of Section 
     162(m) of the Code. Any cash and/or property not deliverable
     because of the application of the previous sentence shall be
     delivered in each succeeding year to the extent that the
     value of such cash and/or property, together with the value
     of all other cash and/or property delivered to such covered
     employee or transferee in such year, is so deductible, until
     such cash and/or property shall have been delivered in full
     and such undelivered cash and/or property shall bear
     interest from the date on which it was first payable, but
     for the application of this Section (j), until paid in full,
     at a rate of interest per annum to be determined by the
     Committee in accordance with any rules adopted under said
     Section 162; for purposes of computing such interest, the
     Committee shall determine the value of such property, based
     upon (i) its Fair Market Value (adjusted as the Committee
     shall see fit, but at least quarterly) if it is Common Stock
     or if its value is determinable with reference to the price
     of Common Stock or (ii) as the Committee shall determine in
     all other cases. This Section (j) shall cease to have effect
     upon the occurrence of a Change in Control and the Plan
     shall thereafter be construed as if this Section (j) had
     never been part thereof, except in respect of the obligation
     of the Corporation to pay interest pursuant to the
     provisions of this Section (j); without limiting the
     generality of this sentence, (i) all cash and/or property
     deliverable as a result of such occurrence shall be
     delivered when due as if this Section (j) were not part of
     the Plan and (ii) all cash and/or property deliverable, but
     for the provisions of this Section (j), shall become
     deliverable upon such Change in Control, together with
     interest accrued thereon. 
 
(k)  The Plan and all Awards made and actions taken thereunder
     shall be governed by and construed in accordance with the
     laws of the State of Delaware, without reference to 
     principles of conflict of laws. 
  

SECTION 13. EFFECTIVE DATE OF PLAN 

The Plan shall be effective as of the date it is approved by at
least a majority of the outstanding shares of Common Stock of the
Corporation.
32

                                                        EXHIBIT 5

October 28, 1997

Federal-Mogul Corporation
26555 Northwestern Highway
Southfield, Michigan  48034

Ladies and Gentlemen:

     As Vice President, General Counsel and Secretary of Federal-
Mogul Corporation, a Michigan corporation (the "Corporation") I
have participated in the preparation of the Registration
Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Act"), with respect to the offering
of 1,300,000 shares of the Corporation's Common Stock ("Common
Stock"), to be sold pursuant to the Federal-Mogul Corporation
1997 Long Term Incentive Plan (the "Plan").

     In my capacity as general counsel of the Corporation, I have
examined and relied upon the originals, or copies certified or
otherwise identified to my satisfaction, of such Corporate
records, documents, certificates and other instruments as in my
judgment are necessary or appropriate to enable me to render the
opinions expressed below.

     Based upon such examination and my participation in the
preparation of the Registration Statement, it is my opinion that
the Common Stock, when sold in the manner described in the
Registration Statement, will be validly issued, fully paid and
nonassessable.

     I consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.  In giving such consent, I do not concede
that I am an expert within the meaning of the Act or the rules or
regulations thereunder or that this consent is required by
Section 7 of the Act.

Sincerely,

/s/Diane L. Kaye

Diane L. Kaye
Vice President, General Counsel
  and Secretary
33

                                                  Exhibit 23.1

                 Consent of Independent Auditors

We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-00000) pertaining to the 1997 Long
Term Incentive Plan of Federal-Mogul Corporation of our report
dated January 27, 1997 except for Note 18, as to which the date
is August 18, 1997, with respect to the consolidated financial
statements and schedule of Federal-Mogul Corporation, as
restated, included in the Annual Report (Form 10-K/A) for the
year ended December 31, 1996.

/s/Ernst & Young LLP

October 28, 1997