1





SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549



FORM 10-K/A

Amendment to Application or Report
Filed pursuant to Section 12, 13 or 15 (d) of
THE SECURITIES EXCHANGE ACT OF 1934



FEDDERS CORPORATION
(Exact name of registrant as specified in its charter)

AMENDMENT NO. 1

The undersigned registrant hereby amends Item 12 and Schedule II
of its Annual Report on Form 10-K for the year ended August 31,
996 filed November 27, 1996 as set forth in pages attached.

Item 12.  Security Ownership of Certain Beneficial Owners 
          and Management

Schedule II  Valuation & Qualifying Accounts

FEDDERS CORPORATION



By /s/Robert L. Laurent, Jr.
Robert L.  Laurent, Jr.
Executive Vice President,
Finance and Administration





Date:  December 11, 1996



Item 12.  Security Ownership of Certain Beneficial Owners and
Management

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS OF FEDDERS

As of October 31, 1996, each director of the Company and all
directors and executive officers of the Company owned
beneficially the number of shares of the Company's equity
securities set forth in the following table.  Shares subject to
acquisition within 60 days pursuant to stock options are shown
separately.  Unless otherwise indicated, the owners listed have
sole voting and investment power.  Fedders Class A Stock has no
voting rights except as provided under Delaware Law.

                                              Shares   
                                             Subject to
          Name of                Amount and  Acquisition  Percent
          Individual             Name of       Within     Class
Title     or Personss            Beneficial    60 day     Owned
of Class  in Group               Onwership     (15)        (16)

Common 
Stock   Salvatore Giordano       1,100 (1)     0   Less than 1%
        Sal Giordano, Jr.        1,100 (1)     0   Less than 1%
        Joseph Giordano         13,910 (1)     0   Less than 1%
        Howard S. Modlin       256,800 (2)     0        1.35%
        Clarence Russel Moll    61,400 (3)     0   Less than 1%
        William J. Brennan       5,000         0   Less sthan 1%
        Anthony E. Puleo         2,000         0   Less than 1%
        S. A. Muscarnera        55,000         0   Less than 1%
        C. A. Keen              10,700
        Robert L. Laurent, Jr. 115,000         0   Less than 1%
        All directors and executive 
        officers as a group    525,310         0        2.77%

Class A 
Stock   Salvatore Giordano   1,210,815(4)(5) 647,314  9.25%  
        Sal Giordano, Jr.      694,864(4)(6) 709,066  6.97%
                                       (7)
        Joseph Giordano        879,689(4)(7) 301,875  5.98%
                                       (8) 
        Howard S. Modlin       224,701(9)    171,564  2.02%
        Clarence Russel Moll    29,225(10)    96,563 Less than 1%
        William J. Brennan       4,375       144,376 Less than 1%
        Anthony E. Puleo             0         9,375 Less than 1%
        S. A. Muscarnera        48,125       278,750  1.66%
        C. A. Keen                 400       127,500 Less than 1%
        Robert L. Laurent, Jr. 100,625       350,590  2.28%
        Gordon Newman                0        46,845 Less than 1%
        All directors and executive 
        officers as a group  2,470,257     3,179,335  24.97%

Class B Stock 
(16)    Salvatore Giordano   2,262,566(11)         0    99.82%
        Sal Giordano, Jr.    2,262,566(11)         0    99.82%
        Joseph Giordano      2,262,566(11)         0    99.82%
        All directors and executive 
        officers as a group  2,262,566             0    99.82%

Convertible
Preferred 
Stock   Salvatore Giordano   1,248,823(12)(13)     0    16.34%
        Sal Giordano, Jr.    1,107,317(12)(14)     0    14.48%
        Joseph Giordano        839,902(12)(15)     0    10.99%
        Howard S. Modlin        84,024             0     1.1%
        Clarence Russel Moll    30,410             0 Less than 1%
        William J. Brennan     129,402             0     1.7%
        S. A. Muscarnera        56,500             0 Less than 1%
        C. A. Keen              28,000             0 Less than 1%
        All directors and executive
        officers as a group  2,040,059             0    26.7%
        Ownership of Common Stock, 
        Class A Stock, Class B and
        Convertible Preferred Stock 
        combined, by all directors 
        and executive officers 
        as a group           7,298,192     3,179,335    20.34%





(1)  The amount shown includes 1,100 shares which are held by a
corporation in which Messrs. Salvatore Giordano, Sal Giordano,
Jr. and Joseph Giordano are officers, directors and stockholders,
and share voting and investment power over such shares.

(2)  Includes 3,100 shares owned by members of Mr. Modlin's
family as to which Mr. Modlin disclaims beneficial ownership.

(3)  Includes 15,000 shares owned by Dr. Moll's wife, as to which
Dr. Moll disclaims beneficial ownership.

(4)  Includes 190,875 shares which are held by corporations in
which Messrs. Salvatore Giordano, Sal Giordano, Jr. and Joseph
Giordano are officers, directors and stockholders, and share
voting and investment power.

(5)  Includes 117,548 shares held of record by Mr. Giordano's
wife, and 148,904 shares held of record by Mr. Giordano's wife in
trust for their grandchildren, as to which Mr. Giordano disclaims
beneficial ownership.

(6)  Includes 10,462 shares held of record by Mr. Giordano's
wife, as to which Mr. Giordano disclaims beneficial ownership,
and 56,328 shares held by Mr. Giordano in trust as trustee for
himself.

(7)  Includes 345,625 shares held in trust, as to which Messrs.
Sal Giordano, Jr. and Joseph Giordano share voting and investment
power.

(8)  Includes 56,328 shares held by Mr. Giordano in trust as
trustee for himself.

(9)  Includes 2,713 shares owned by members of Mr. Modlin's
family as to which Mr. Modlin disclaims beneficial ownership.

(10)  Includes 13,125 shares owned by Dr. Moll's wife as to which
Dr. Moll disclaims beneficial ownership.

(11)  Shares owned by Giordano Holding Corporation as to which
Messrs. Salvatore Giordano, Sal Giordano, Jr. and Joseph Giordano
share voting and investment power.

(12)  Includes 753,757 shares which are held by corporation in
which Messrs. Salvatore Giordano, Sal Giordano, Jr. and Joseph
Giordano are officers, directors and stockholders and share
voting and investment power over such shares.

(13)  Includes 39,264 shares owned by Mr. Giordano's wife, as to
which he disclaims beneficial ownership, and 80,201 shares held
of record by Mr. Giordano's wife in trust for their
grandchildren, as to which Mr. Giordano disclaims beneficial
ownership.


(14)  Includes 7,493 shares held of record by Mr. Giordano's
wife; 28,811 shares held of record by Mr. Giordano's wife in
trust for their grandchildren, for both of which Mr. Giordano
disclaims beneficial ownership, and 14,974 shares held by self as
trustee for self.  Also includes 2,220 shares which would be
realized upon conversion of Fedders Convertible Subordinated
Debentures held by Mr. Giordano.

(15)  Includes 23,200 shares held in trust by Mr. Giordano for
his grandchildren for which he disclaims beneficial ownership,
and 14,974 shares held by self as trustee for self.

(16)  The amounts shown are the number of shares held under
options exercisable within 60 days.

(17)  The Fedders Class B Stock is convertible into Fedders
Common Stock at any time on a share-for-share basis.  In the
event that the individuals named as owning Fedders Class B Stock
converted their shares into Fedders Common Stock, less than 5% of
the class would remain outstanding, and pursuant to the terms of
the Fedders Charter, all remaining Fedders Class B Stock and all
outstanding Fedders Class A Stock would automatically be
converted into Fedders Common Stock.  If such conversion took
place, and the named individuals exercised all of the options
indicated, such individuals and the group would beneficially own
the following number of shares constituting the indicated
percentage of Fedders Common Stock outstanding:  Mr. Salvatore
Giordano, 5,370,618 shares constituting 10.96%; Mr. Sal Giordano,
Jr., 4,774,913 shares constituting 9.73%; Mr. Joseph Giordano,
4,297,942 shares constituting 8.84%; and all directors and
executive officers as a group 10,477,527 shares constituting
20.34%.  The share totals for Messrs. Salvatore Giordano, Sal
Giordano, Jr. and Joseph Giordano include 3,208,204 shares which
are held by corporation in which they are officers, directors and
stockholders and share voting and investment power over such
shares.  In the event that the individuals named as owning
Fedders Class B Stock also converted their shares of Fedders
Convertible Preferred Stock, they would receive Common Stock, as
the Class A Stock into which the Fedders Convertible Preferred
Stock is currently convertible would no longer exist, and their
percentage of ownership of Common Stock would increase in
proportion to their holdings of Fedders Convertible Preferred
Stock.  The numbers shown in this footnote 17 assume such
conversion, and also assume the conversion of any Fedders
Convertible Subordinated Debentures. 




PRINCIPAL STOCKHOLDERS 

The following table sets forth information at October 31, 1996
with respect to the beneficial ownership of the Company's voting
securities by all persons known by the Company to own more than
5% of the Company's outstanding voting securities.  Unless
otherwise indicated, the owners listed have sole voting and
investment power.

                                             Amount
                  Name and Address           Beneficially      Percent
Title of Class    of Beneficial Owner (1)    Owned            of Class

Class B Stock     Salvatore Giordano         2,262,566          99.82%
                  Joseph Giordano and
                  Sal Giordano, Jr.
                  c/o Fedders Corporation
                  Liberty Corner, NJ  07938

Class A Stock     Strong Capital 
                  Management, Inc. (2)      1,419,350            7.32%
                  100 Heritage Reserve
                  P. O. Box 2936
                  Milwaukee, WI 53201


(1)  See footnotes (11) and (17) to the previous table for more
detailed information with respect to the security ownership of
the named individuals.

(2)  Strong Capital Management, Inc. is an investment advisor
registered under Section 203 of the Investment Advisors Act of
1940.  The information provided is based upon information
provided to the Company by Strong Capital on December 11, 1996.



FEDDERS CORPORATION
VALUATION & QUALIFYING ACCOUNTS
SCHEDULE II
For The Years Ended August 31, 1996, 1995 and 1994
(Amounts in Thousands)


                                 
                    Balance at  Additions                        Balance
Allowance for       beginning   charged to                       at end
Doubtful Accounts:  of period   expense     Deductions  Other    of period

Year ended:  
August 31, 1996     $  872      $  580          -       $500(1)    $1,952


August 31, 1995     $  744      $  286      $ 158         -        $  872


August 31, 1994     $1,078      $  666      $1,000        -        $  744