8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                        Date of Report: January 30, 2003
                        (Date of earliest event reported)


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


                                    Michigan
                 (State or other jurisdiction of incorporation)



         1-1511                                             38-0533580
         ---------                                          ----------
(Commission File Number)                    (IRS Employer Identification Number)


26555 Northwestern Highway, Southfield, Michigan                   48034
- ------------------------------------------------                   -----
(Address of principal executive offices)                        (Zip Code)


                                 (248) 354-7700
                                 --------------

              (Registrant's telephone number, including area code)




                    INFORMATION TO BE INCLUDED IN THE REPORT

Item 5. Other Events

On January 31, 2003, Federal-Mogul Corporation issued a press release announcing
that it has reached an agreement in principle with all its major U.S. creditor
constituencies to the terms of a consensual plan of reorganization.

The press release related to the foregoing is attached hereto as an exhibit and
incorporated herein by reference.

                                  EXHIBIT INDEX

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

99.  Press release dated January 31, 2003.




                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:   January 31, 2003


                            FEDERAL-MOGUL CORPORATION


                            By:       /s/ David M. Sherbin
                                     -------------------------------------------
                                     Name:  David M. Sherbin
                                     Title: Vice President, Deputy
                                            General Counsel and
                                            Secretary


                                       2

EX-99

IMMEDIATE RELEASE

Contact: Kimberly A. Welch, 248-354-1916

Federal-Mogul Reaches Agreement in Principle with all Major U.S.
- ----------------------------------------------------------------
 Creditor Constituencies
- ------------------------

     Southfield, Michigan, January 31, 2003Federal-Mogul Corporation (OTC
Bulletin Board:FDMLQ) today announced it has reached an agreement in principle
with its major U.S. creditor constituencies to the terms of a consensual plan of
reorganization. The Official Committee of Unsecured Creditors, the Official
Committee of Asbestos Claimants, the Steering Committee of Pre-Petition Lenders,
Icahn Associates (holder of a significant portion of the company's debt
securities) and the Futures Representative have all agreed to the principal
terms of a plan to reorganize the Company and emerge from Chapter 11 free of
asbestos liabilities, with a de-leveraged balance sheet and a much stronger
company. The agreement in principle is subject to Bankruptcy Court approval and
certain other terms and conditions.

     The company and its U.S. creditor constituencies expect to file a joint
consensual plan of reorganization with the U.S. Bankruptcy Court by the end of
the company's current exclusivity period in early March 2003. The agreement in
principle contemplates, among other things, that noteholders and asbestos
claimants will convert all claims, which total in the billions, into equity in
the reorganized company. Specifically, 49.9% of the new common stock will be
distributed to noteholders and 50.1% will be distributed to a trust established
pursuant to Section 524(g) of the Bankruptcy Code for the benefit of existing
and future asbestos claimants. U.S. trade creditors are expected to receive one
or more cash distributions under the plan. The approximately $1.6 billion in
claims of the Pre-Petition Senior Secured Lenders will be restructured into a
combination of 6.5-year maturity Senior Secured Term Loans and 11-year maturity
Junior Secured PIK Notes.

     Federal-Mogul Chairman and Chief Executive Officer Frank Macher said: "We
are very pleased to announce that we reached this important agreement and expect
that we will emerge from Chapter 11 later this year with a much stronger balance
sheet and with a full resolution of the company's asbestos liability issues.
This agreement, combined with our recently announced letter of intent to acquire
Honeywell's Bendix friction materials business, should position the company to
be an even stronger and more competitive global supplier to the automotive
industry. The plan will eliminate over $2.5 billion of interest-bearing
indebtedness, remove the taint of asbestos liabilities from the company, and
give customers, suppliers and



other stakeholders the confidence they need in the long-term health and success
of Federal-Mogul."

     Federal-Mogul is a global supplier of automotive components and sub-systems
serving the world's original equipment manufacturers and the aftermarket. The
company utilizes its engineering and materials expertise, proprietary
technology, manufacturing skill, distribution flexibility and marketing power to
deliver products, brands and services of value to its customers. Federal-Mogul
is focused on the globalization of its teams, products and processes to bring
greater opportunities for its customers and employees, and value to its
constituents. Headquartered in Southfield, Michigan, Federal-Mogul was founded
in Detroit in 1899 and today employs 49,000 people in 24 countries. For more
information on Federal-Mogul, visit the company's web site at
http://www.federal-mogul.com.

This release contains forward-looking statements as defined in Section 21E of
the Securities Exchange Act of 1934, including statements about future business
operations, financial performance and market conditions. Such forward-looking
statements involve risks and uncertainties inherent in business forecasts as
further described in our filings under the Securities Exchange Act.