<PAGE>  1 

As filed with the Securities and Exchange Commission on 
June 24, 1994

                                   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
  (State or other jurisdiction of incorporation or organization)

            38-0533580 (I.R.S. Employer Identification No.)

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

             NON-EMPLOYEE DIRECTOR STOCK AWARD PLAN OF 
                      FEDERAL-MOGUL CORPORATION
                      (Full title of the plan)

                       George N. Bashara, Jr.
           Vice President, General Counsel and Secretary
                      Federal-Mogul Corporation
                      26555 Northwestern Highway
                      Southfield, Michigan  48034
              (Name and address of agent for service)

    Telephone number, including area code, of agent for service:
                            (810) 354-8662


<PAGE>
<PAGE>  2

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                               Proposed
                                               Maximum       Proposed
                                               Offering      Maximum                        
Title of                           Price         Aggregate    Amount of
Securities to   Amount to be       Per           Offering     Registration
be Registered   Registered         Share(1)      Price(1)     Fee
- -------------   ------------       ---------     ---------    ------------
<S>             <C>                <C>           <C>          <C>
Common Stock    50,000 shares      $30.6875      $1,534,375   $529.00

- --------------------------------------------------------------------------
*  The price shown is the average of the high and low prices of the Common 
Stock on the New York Stock Exchange on June 23, 1994, in accordance with 
Rule 457(h).
- --------------------------------------------------------------------------
/TABLE
<PAGE>
<PAGE>  3

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 the year ended 
     December 31, 1993; 

(b)  The Company's Quarterly Report on Form 10-Q for the 
     quarters ended March 31, 1994; and 

(c)  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).

All documents filed by the Company with the Commission pursuant 
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 
subsequent to the date hereof and prior to the filing of a 
post-effective amendment which indicates that all securities 
being offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by 
reference and to be a part hereof from the date
of filing of each such document. 


Item 4.  DESCRIPTION OF SECURITIES

The class of securities to be offered is registered under 
Section 12 of the Securities Exchange Act. 

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

Stephanie G. Heim, who has rendered the opinion of counsel 
attached hereto as Exhibit 5, is employed by the Company as its
Associate General Counsel and Assistant Secretary. 
<PAGE>
<PAGE> 4

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Michigan Business Corporation Act.  
- ---------------------------------

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 int he right of the 
corporation except in respect of any claim, issue or matter as 
to which such persons 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. 
<PAGE>
<PAGE>  5

Bylaws.
- ------

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 and reasonably
entitled to indemnity.  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 persona 
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 a 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.  


<PAGE>
<PAGE> 6

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable. 


Item 8.  EXHIBITS

The following exhibits are filed with this registration 
statement:

Exhibit 4      Non-Employee Director Stock Award Plan of 
               Federal-Mogul Corporation 

Exhibit 5      Opinion of Stephanie G. Heim with respect to the
               legality of the Common Stock to be registered
               hereunder

Exhibit 23.1   Consent of Ernst & Young

Exhibit 23.2   Consent of Stephanie G. Heim (contained in 
               Exhibit 5)

Exhibit 24.1   Power of Attorney of Directors and Officers


<PAGE>
<PAGE>  7

Item 9.  UNDERTAKINGS

(1)  The undersigned registrant hereby undertakes (a) 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,  (b) 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  
(c) 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.  

(2)  The undersigned registrant hereby undertakes that, for the
purposes of determining any liability under the Securities 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 that is incorporated by reference in the registration 
statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering 
of such securities at that time shall be deemed to be the 
initial bona fide offering thereof. 

(3)  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 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>
<PAGE> 8

                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to 
believe that it meets all the requirements for filing on Form 
S-8 and has duly caused this Registration Statement to be 
signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Southfield, State of Michigan, 
on June 23, 1994.


                        FEDERAL-MOGUL CORPORATION



                     By:   (Martin E. Welch III)
                        ----------------------------
                            MARTIN E. WELCH III
                        Senior Vice President and 
                          Chief Financial Officer


     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement or amendment thereto has been signed 
by the following persons in the capacities indicated as of 
June 23, 1994.


          *
- --------------------------    Chairman of the Board, President 
DENNIS G. GORMLEY              and Chief Executive Officer, 
                               Director


          *
- --------------------------    Senior Vice President and Chief
MARTIN E. WELCH III             Financial Officer


          *
- --------------------------    Vice President and Controller
JAMES B. CARANO


          *
- --------------------------    Director
JOHN J. FANNON


          *
- --------------------------    Director
RODERICK M. HILLS

          *
- --------------------------    Director
ANTONIO MADERO


          *
- -------------------------     Director
WALTER J. McCARTHY JR.


          *
- -------------------------     Director
ROBERT S. MILLER, JR.


          *
- -------------------------     Director
JOHN C. POPE


          *
- -------------------------     Director
HUGO MICHAEL SEKYRA


*By:  (Stephanie G. Heim)
     ----------------------
        Attorney-in-fact<PAGE>
<PAGE 9>
                        INDEX TO EXHIBITS
                        -----------------

Number               Description
- ----------     -------------------------------------------------

Exhibit 4      Non-Employee Director Stock Award Plan of 
               Federal-Mogul Corporation 

Exhibit 5      Opinion of Stephanie G. Heim with respect to the
               legality of the Common Stock to be registered
               hereunder

Exhibit 23.1   Consent of Ernst & Young

Exhibit 23.2   Consent of Stephanie G. Heim (contained in 
               Exhibit 5)

Exhibit 24.1   Power of Attorney of Directors and Officers
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14072}]
{"company-data": {"conformed-name": "FEDERAL MOGUL CORP", "cik": "0000034879", "assigned-sic": "3714", "irs-number": "380533580", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54301", "film-number": "94535710"}, "business-address": {"street1": "26555 NORTHWESTERN HGWY", "city": "SOUTHFIELD", "state": "MI", "zip": "48034", "phone": "3133547700"}}
1 

As filed with the Securities and Exchange Commission on 
June 24, 1994

                                   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
  (State or other jurisdiction of incorporation or organization)

            38-0533580 (I.R.S. Employer Identification No.)

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

             NON-EMPLOYEE DIRECTOR STOCK AWARD PLAN OF 
                      FEDERAL-MOGUL CORPORATION
                      (Full title of the plan)

                       George N. Bashara, Jr.
           Vice President, General Counsel and Secretary
                      Federal-Mogul Corporation
                      26555 Northwestern Highway
                      Southfield, Michigan  48034
              (Name and address of agent for service)

    Telephone number, including area code, of agent for service:
                            (810) 354-8662
2

CALCULATION OF REGISTRATION FEE
Proposed
                                               Maximum       Proposed
                                               Offering      Maximum                        
Title of                           Price         Aggregate    Amount of
Securities to   Amount to be       Per           Offering     Registration
be Registered   Registered         Share(1)      Price(1)     Fee
- -------------   ------------       ---------     ---------    ------------
Common Stock    50,000 shares      $30.6875      $1,534,375   $529.00

- --------------------------------------------------------------------------
*  The price shown is the average of the high and low prices of the Common 
Stock on the New York Stock Exchange on June 23, 1994, in accordance with 
Rule 457(h).
- --------------------------------------------------------------------------
/TABLE
3

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 the year ended 
     December 31, 1993; 

(b)  The Company's Quarterly Report on Form 10-Q for the 
     quarters ended March 31, 1994; and 

(c)  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).

All documents filed by the Company with the Commission pursuant 
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 
subsequent to the date hereof and prior to the filing of a 
post-effective amendment which indicates that all securities 
being offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by 
reference and to be a part hereof from the date
of filing of each such document. 

Item 4.  DESCRIPTION OF SECURITIES

The class of securities to be offered is registered under 
Section 12 of the Securities Exchange Act. 

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

Stephanie G. Heim, who has rendered the opinion of counsel 
attached hereto as Exhibit 5, is employed by the Company as its
Associate General Counsel and Assistant Secretary.
4

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Michigan Business Corporation Act.  
- ---------------------------------

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 int he right of the 
corporation except in respect of any claim, issue or matter as 
to which such persons 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.
5

Bylaws.
- ------

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 and reasonably
entitled to indemnity.  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 persona 
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 a 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.
6

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable. 

Item 8.  EXHIBITS

The following exhibits are filed with this registration 
statement:

Exhibit 4      Non-Employee Director Stock Award Plan of 
               Federal-Mogul Corporation 

Exhibit 5      Opinion of Stephanie G. Heim with respect to the
               legality of the Common Stock to be registered
               hereunder

Exhibit 23.1   Consent of Ernst & Young

Exhibit 23.2   Consent of Stephanie G. Heim (contained in 
               Exhibit 5)

Exhibit 24.1   Power of Attorney of Directors and Officers
7

Item 9.  UNDERTAKINGS

(1)  The undersigned registrant hereby undertakes (a) 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,  (b) 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  
(c) 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.  

(2)  The undersigned registrant hereby undertakes that, for the
purposes of determining any liability under the Securities 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 that is incorporated by reference in the registration 
statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering 
of such securities at that time shall be deemed to be the 
initial bona fide offering thereof. 

(3)  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 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.
8

                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to 
believe that it meets all the requirements for filing on Form 
S-8 and has duly caused this Registration Statement to be 
signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Southfield, State of Michigan, 
on June 23, 1994.

                        FEDERAL-MOGUL CORPORATION

                     By:   (Martin E. Welch III)
                        ----------------------------
                            MARTIN E. WELCH III
                        Senior Vice President and 
                          Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement or amendment thereto has been signed 
by the following persons in the capacities indicated as of 
June 23, 1994.

          *
- --------------------------    Chairman of the Board, President 
DENNIS G. GORMLEY              and Chief Executive Officer, 
                               Director

          *
- --------------------------    Senior Vice President and Chief
MARTIN E. WELCH III             Financial Officer

          *
- --------------------------    Vice President and Controller
JAMES B. CARANO

          *
- --------------------------    Director
JOHN J. FANNON

          *
- --------------------------    Director
RODERICK M. HILLS

          *
- --------------------------    Director
ANTONIO MADERO

          *
- -------------------------     Director
WALTER J. McCARTHY JR.

          *
- -------------------------     Director
ROBERT S. MILLER, JR.

          *
- -------------------------     Director
JOHN C. POPE

          *
- -------------------------     Director
HUGO MICHAEL SEKYRA

*By:  (Stephanie G. Heim)
     ----------------------
        Attorney-in-fact
INDEX TO EXHIBITS
                        -----------------

Number               Description
- ----------     -------------------------------------------------

Exhibit 4      Non-Employee Director Stock Award Plan of 
               Federal-Mogul Corporation 

Exhibit 5      Opinion of Stephanie G. Heim with respect to the
               legality of the Common Stock to be registered
               hereunder

Exhibit 23.1   Consent of Ernst & Young

Exhibit 23.2   Consent of Stephanie G. Heim (contained in 
               Exhibit 5)

Exhibit 24.1   Power of Attorney of Directors and Officers