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                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC  20549

                                      FORM 10-Q/A

                                   AMENDMENT NO. 1

                       QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                          OF THE SECURITIES EXCHANGE ACT OF 1934

For the Period Ended                   March 31, 1997
                      ----------------------------------------------------
Commission File Number                   1-1511
                        --------------------------------------------------
                          FEDERAL-MOGUL CORPORATION
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             (Exact name of Registrant as specified in its charter)

        Michigan                                           38-0533580
-------------------------------                 --------------------------
(State or other jurisdiction of                 (I.R.S. Employer I.D. No.)
incorporation or organization)

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

                               (810) 354-7700
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            (Registrant's telephone number, including area code)

                                Not Applicable
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            (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days.
               Yes        X                 No
               ----------------            -----------------
Indicate the number of shares outstanding of each of the issuer's classes 
of common stock, as of the latest practicable date:

            Common Stock - 35,181,205 shares as of May 8, 1997

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THIS AMENDMENT IS BEING FILED FOR PURPOSES OF AN EXHIBIT ONLY.


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PART II - OTHER INFORMATION
---------------------------
Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------
         (a)  Exhibits:

              10.1*  Federal-Mogul Corporation 1997 Long-Term Incentive Plan, 
                     as adopted by the shareholders of the company on April 23, 
                     1997.  (Filed herewith.)***

              10.2*  Executive Severance Agreement, dated as of February 21, 
                     1997, between the company and Thomas W. VanHimbergen.  
                     (Filed herewith.)***

              10.3   Third Amendment, dated as of January 13, 1997, to 
                     Revolving Credit and Competitive Advance Facility 
                     Agreement, dated as of June 30, 1994, among the 
                     company, various banks, and The Chase Manhattan Bank 
                     (formerly Chemical Bank), as Administrative Agent.  
                     (Filed herewith.)***

              10.4   Form of Amended and Restated Pooling and Servicing 
                     Agreement ("Pooling and Servicing Agreement") among 
                     Federal-Mogul Funding Corporation ("FMFC"), as Seller, 
                     the company, as Servicer, and The Chase Manhattan Bank, 
                     as trustee.  (Filed herewith.)***

              10.5** Form of Series 1997-1 Supplement to the Pooling and 
                     Servicing Agreement.  (Filed herewith.)

              10.6   Form of Amended and Restated Receivables Purchase 
                     Agreement between the company and FMFC.  (Filed
                     herewith.)***

              10.7   Form of Certificate Purchase Agreement among FMFC as 
                     Seller, Falcon Asset Securitization Corporation, as 
                     Purchaser, The Liquidity Providers Named Therein, as 
                     Liquidity Providers, and The First National Bank of 
                     Chicago, as Program Agent.  (Filed herewith.)***

              11.1   Statement Re:  Computation of Per Share Earnings.  
                     (Filed herewith.)***
                     ---------------------
                      *Denotes management contract of compensatory plan or 
                       arrangement.
                     **Confidential treatment has been requested for portions 
                       of this exhibit.
   
                    ***No revisions were made to these exhibits.  They
                       are included in the company's previous submission
                       on Form 10-Q for the quarter ended March 31, 1997.
    
              The company will furnish upon request any exhibit described 
              above upon payment of the company's reasonable expenses for 
              furnishing such exhibit.  

         (b)  Reports on Form 8-K:

              During the first quarter of 1997, the company filed one Current 
              Report on Form 8-K, as follows: 

              Current Report on Form 8-K, dated as of February 6, 1997, 
              reporting under Item 5 thereof, a Press Release of the company 
              on February 6, 1997 relating to the company's restructuring 
              plan, special charge and 1996 financial results.

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                               SIGNATURES



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


                       FEDERAL-MOGUL CORPORATION


                 By:       (Thomas W. Ryan)
                      ---------------------------
                            THOMAS W. RYAN
                       Senior Vice President and
                        Chief Financial Officer


                       FEDERAL-MOGUL CORPORATION


                 By:       (Kenneth P. Slaby)
                      ---------------------------
                            KENNETH P. SLABY
                    Vice President and Controller and
                         Chief Accounting Officer



   
Dated:  August 19, 1997