<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-Q

(XX)  Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the Quarterly Period ended February 28, 1997 or

(  )  Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the transition period from _____________ to ____________                

Commission file number        1-8831       


                          FEDDERS CORPORATION                         
(Exact name of registrant as specified in its charter)
<TABLE>
<S>                           <C>
Delaware                     22-2572390              
(State of incorporation)  (I.R.S. Employer Identification No.)
</TABLE>

<TABLE>
<S>                                            <C>
505 Martinsville Road, Liberty Corner, NJ        07938            
(Address of principal executive offices)        (Zip Code)
</TABLE>

Registrant's telephone number, including area code:  908/604-8686

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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  

                     Yes  X        No     

The registrant has outstanding 18,989,798 shares of Common Stock,
17,401,000 shares of Class A Stock (which is immediately convertible into
Common Stock on a share-for-share basis upon conversion of all of Class B
Stock), 2,266,706 shares of Class B Stock (which is immediately convertible
into Common Stock on a share-for-share basis) and 7,517,000 shares of
Preferred Stock (which is convertible into Class A Stock on a share-for-share
 basis) as of March 31, 1997.
<PAGE> 2

FEDDERS CORPORATION


INDEX

<TABLE>
<CAPTION>
                                                            Page
                                                           Number
<S>                                                       <C>
PART I FINANCIAL INFORMATION

Item 1.  Financial Statements

Consolidated Statements of Operations                           3
Consolidated Balance Sheets                                   4-5
Consolidated Statements of Cash Flows                           6
Notes to Consolidated Financial Statements                      7

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations        8-10


Part II  OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of
         Security Holders                                      11
 
Item 6.  Exhibits and Reports on Form 8-K                      12

SIGNATURE                                                      13

</TABLE>















<PAGE> 3
PART I FINANCIAL INFORMATION
FEDDERS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
                                     SECOND QUARTER         SIX MONTHS
                                   FEB. 28,   FEB. 29,    FEB. 28,  FEB 29,
                                    1997       1996        1997      1996
<S>                             <C>        <C>         <C>        <C>

Net sales and other income      $ 60,593   $ 88,327    $ 93,680   $116,136
Cost of sales                     46,316     70,322      72,224     91,354
Selling, general and 
 administrative expense            9,325      6,872      18,683     13,651
                                  55,641     77,194      90,907    105,005
                                
Operating income                   4,952     11,133       2,773     11,131
Minority interest in joint
 venture (income)/loss               (51)       153         457        153
Net interest expense              (1,317)    (1,012)     (1,314)      (456)
Income before income taxes         3,584     10,274       1,916     10,828 
Federal, state and foreign 
 income taxes                      1,073      3,904         651      4,115

Net income                         2,511      6,370       1,265      6,713 

Less: Preferred stock dividend
 requirement                         726        -         1,452        -  
Income attributable to common
 stockholders                   $  1,785   $  6,370    $   (187)  $  6,713
                                
Primary earnings per share      $   0.04   $   0.15    $   0.00   $   0.16

Dividends per share declared:
 Common                         $   0.020      0.020   $   0.040  $   0.040
 Class A                            0.020      0.020       0.040      0.040
 Class B                            0.018      0.018       0.036      0.036
 Convertible Preferred              0.095        -         0.095       -

</TABLE>
See accompanying notes






<PAGE> 4
FEDDERS CORPORATION
CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share data)
(unaudited)
<TABLE>
<CAPTION>
                                  February 28,    August 31,   February 29,
                                      1997           1996          1996    
<S>                               <C>            <C>           <C>
ASSETS:
Current assets:
 Cash                             $  5,751      $ 90,295      $ 13,347   

 Accounts receivable (less 
  allowance of $2,135, $1,952,
  and $1,735 at February 28, 1997, 
  August 31, 1996 and 
  February 29, 1996, respectively)  36,999         7,975        43,324
 Inventories:
  Finished goods                    80,001        21,711        75,400   
  Work in process                    6,277         6,652         3,930   
  Raw materials and supplies        47,443        25,083        27,456   
                                   133,721        53,446       106,786   
 Deferred tax benefit                3,584         3,584         2,954 
 Prepaid expenses                    3,857         3,366         2,150
    Total current assets           183,912       158,666       168,561
Property, plant and equipment 
 at cost:
 Land and improvements               3,935         3,830         1,360   
 Buildings                          23,501        23,915        13,957   
 Machinery and equipment            86,095        84,887        60,244
 Machinery and equipment under
  capital lease                      8,191         8,191           -   
                                   121,722       120,823        75,561
Less accumulated depreciation       57,664        57,951        40,754 
                                    64,058        62,872        34,807

Deferred income taxes                7,364         7,364         1,277
Goodwill                            57,783        58,556            -
Other assets                         3,832         2,762         6,591
           
                                 $ 316,949      $290,220      $211,236
</TABLE>
See accompanying notes






<PAGE> 5
FEDDERS CORPORATION
CONSOLIDATED BALANCE SHEETS
(dollar amounts in thousands, except share data) (unaudited)
<TABLE>
<CAPTION>                           February 28,  August 31,  February 29, 
                                      1997          1996        1996      
<S>                                 <C>           <C>         <C>
LIABILITIES & STOCKHOLDERS' EQUITY:
Current liabilities:
 Short-term borrowing               $ 46,513            -      $ 34,776
 Current portion of long-term debt     1,822      $   1,889         258
 Accounts payable                     26,801         16,514      24,390
 Income taxes payable                  5,876         15,391       8,532
 Accrued expenses                     33,020         38,055      28,539
   Total current liabilities         114,032         71,849      96,495
Long-term debt                        37,817         38,517      14,440
Other long-term liabilities           14,109         14,495       5,508
Minority interest in joint venture     5,381          5,608       6,551
Stockholders' equity:
 Preferred Stock, $1 par value,
   15,000,000 shares authorized, 
   7,516,561 and 7,643,061 issued
   at February 28, 1997 and
   August 31, 1996, respectively       7,517          7,643         -  
 Common Stock, $1 par value,
   80,000,000 shares authorized
   18,989,798 issued at February 28,
   1997 and August 31, 1996 and
   18,988,298 issued at February 29,  18,990         18,990      18,989
   1996, respectively
 Class A Stock, $1 par value, 
   60,000,000 shares authorized, 
   19,652,000, 19,415,916 and
   19,027,640 issued at February 28,
   1997, August 31, 1996 and           
   February 29, 1996, respectively    19,652         19,416      19,028
 Class B Stock, $1 par value,
   7,500,000 shares authorized,
   2,266,206 issued at February 28,
   1997 and August 31, 1996 and
   2,267,206 issued at February 29,
   1996, respectively                  2,267          2,267       2,267
 Additional paid-in capital           87,911         87,728      46,956
 Retained earnings                    22,399         23,865       1,074
 Cumulative translation adjustment      (131)          (158)        (72)
                                     158,605        159,751      88,242
 Less treasury stock, at cost,
  2,250,100 shares of Class A Stock  (12,995)           -           -   
     Total stockholders' equity      145,610        159,751      88,242 

                                    $316,949       $290,220    $211,236 
</TABLE>
See accompanying notes

<PAGE> 6
FEDDERS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands) (unaudited)
<TABLE>
<CAPTION>                                             SIX MONTHS ENDED
                                                   FEB. 28,      FEB. 29,
                                                     1997          1996  
<S>                                               <C>           <C>
Cash flows from operations: 
 Net income                                       $   1,265     $  6,713
 Adjustments to reconcile net income
  to net cash used in operating activities:
   Depreciation and amortization                      4,772        1,934
   Changes in operating assets and liabilities:
    Accounts receivable                             (29,024)     (33,048)
    Inventories                                     (80,275)     (72,064)
    Other current assets                               (491)        (156)
    Other assets                                     (1,143)        (383)
    Accounts payable                                 10,287       16,140 
    Accrued expenses                                 (5,035)        (940)
    Income tax payable                               (9,515)           -
    Other long-term liabilities                        (386)         132 
    Other                                                27          (87)
     Net cash used in operations                   (109,518)     (81,759)
                                                                         
Cash flows from investing activities:
 Additions to property, plant and equipment          (5,154)      (2,523)
 Disposals of property, plant and equipment              42           30
 Minority interest in joint venture                    (227)        (154)
     Net cash used in investing activities           (5,339)      (2,647)
                                                 
Cash flows from financing activities:
 Increase in short-term borrowing                    46,513       34,776 
 Repayments of long-term debt                          (767)        (690)
 Proceeds from stock options exercised                  293          672 
 Repayment of Fedders Xinle short-term debt              -        (3,396)
 Net proceeds from Fedders Xinle
  long-term financing                                    -        10,282
 Repurchase of Class A Stock                        (12,995)          -
 Dividends payable                                   (2,731)      (1,598)
     Net cash provided by financing activities       30,313       40,046 
                                                 
Net decrease in cash and cash equivalents           (84,544)     (44,360)
Cash and cash equivalents at beginning of period     90,295       57,707 
                                                 
Cash and cash equivalents at end of period        $   5,751     $ 13,347 

 Supplemental disclosure:          
 Interest paid                                    $   1,676     $    816 
 Net income taxes paid                                9,162        1,483 

</TABLE>
See accompanying notes

<PAGE> 7

FEDDERS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

A.  In August 1996, following stockholder approval, NYCOR, Inc ("NYCOR"), a
manufacturer of rotary compressors through its subsidiary Rotorex Company,
Inc. and thermoelectric modules through its subsidiary Melcor Corporation,
was merged into the Company.  The accounts of the merged operations are
reflected in the consolidated financial statements of the Company for the
periods ended February 28, 1997. 

B.  Primary earnings per share are computed by dividing income attributable
to common stockholders by the weighted average number of shares of Common,
Class A and Class B Stock and other common stock equivalents outstanding:   
41,863,000 and 41,144,000 in the second quarter of 1997 and 1996 and
42,190,000 and 41,091,000 for the six months ended February 28, 1997 and
February 29, 1996, respectively.  Fully diluted earnings per share were not
materially dilutive and, accordingly, are not presented.

C.  Pursuant to the Company's stock option plans, options to purchase 110,000
shares of Class A Stock were exercised during the first six months of fiscal
1997.

D.  In September 1996, the Company announced a stock repurchase of up to $25
million of Common and/or Class A Stock. During the quarter, the Company
repurchased 2.25 million shares of Class A stock for $13.0 million, or
approximately $5.75 per share. 

E.  During the quarter, the Company's revolving credit facility was
increased to $50 million.  The rate of interest charged on outstanding
borrowings under the credit facility was reduced to the prime rate of
interest from the prime rate plus 1.5% and the expiration of the facility
was extended to February 1, 2000.

F.  The financial information included herein is unaudited; however, such
information reflects all adjustments which consist solely of normal recurring
adjustments which are, in the opinion of management, necessary for a fair
statement of results for the interim periods.  The Company's business is
seasonal.  Operating results for the quarter and six-month periods ended
February 28, 1997 are not necessarily indicative of the results that may be
expected for the fiscal year ending August 31, 1997.
<PAGE>
<Page 8>


Item 2.  Management's Discussion and Analysis of Results of                
Operations and Financial Condition

In August 1996, following stockholder approval, NYCOR, Inc. ("NYCOR"), a
manufacturer of rotary compressors through its subsidiary Rotorex Company,
Inc. and thermoelectric modules through its subsidiary Melcor Corporation,
was merged into the Company.  The management's discussion for fiscal 1997
includes the results of these operations.

Cool summer weather in key U.S. markets in fiscal 1996 increased industry
inventories at retailers and some manufacturers, excluding the Company,
entering fiscal 1997.  As previously indicated, these higher inventories will
significantly impact 1997 domestic industry shipments and are affecting the
Company's revenues and earnings, particularly in the first fiscal half,
compounding the negative effect of this traditional off-season period.

The following is management's discussion and analysis of certain significant
factors which affected the Company's financial position and operating results
during the periods included in the accompanying consolidated financial
statements.

Results of Operations
<TABLE>                  Operating Results as Percent of Net Sales
<CAPTION>                Second Fiscal Quarter          Six Months
                           1997      1996           1997        1996
<S>                        <C>       <C>            <C>         <C>
Gross profit               23.6%     20.4%          22.9%       21.3%
Selling, general 
 and administrative       
 expense                   15.4%      7.8%          19.9%       11.8%
Operating income            8.2%     12.6%           3.0%        9.6%
Net interest expense        2.2%      1.1%           1.4%         .4%
Pre-tax income              5.9%     11.6%           2.0%        9.3%
</TABLE>


Second Quarter

Net sales in the second quarter ended February 28, 1997 amounted to $60.6
million, a decrease of 31%, following the cool summer, from $88.3 million in
the same period a year earlier.  The prior quarter results reflected strong
domestic demand for room air conditioners following three consecutive hot
summers. Lower sales reflect the impact of the end-of-season industry
inventories.

Gross profit percentage increased to 23.6% from 20.4% in the prior period
primarily due to customer and product mix changes.





<Page 9>


Selling, general and administrative expenses increased as a percentage of net
sales from the prior year as a result of expenses related to the merged
operations and the Company's expanding infrastructure to support its
growing international business.  In the 1997 quarter, these expenses amounted
to a net increase of $2.3 million from the prior year quarter.

Net interest expense of $1.3 million increased primarily due to the
assumption of 8.5% convertible subordinated debentures due in 2012 from the
merger of NYCOR into the Company.

Net income of $2.5 million compared to net income of $6.4 million during the
same period in the prior year.

Six Months

For the first six months of fiscal 1997, sales were $93.7 million, a decline
of 19% from $116.1 million in the comparable 1996 period.  The sales decrease
during the six-month period reflects the large end-of-season industry
inventories of room air conditioners compared to the prior year, when
industry inventory levels were low.

Gross profit margin percentage increased during the first six months,
compared to the same period in fiscal 1996, due to a change in customer and
product mix offset, in part, by less factory overhead absorption as a result
of lower production levels.

Selling, general and administrative expenses increased as a percentage of net
sales from the prior year as a result of expenses related to the merged
operations and the Company's expanding infrastructure to support its growing
international business. For the six-month period, these expenses amounted to
a net increase of $4.8 million compared to the same period in fiscal 1996.

Net interest expense increased as a percentage of net sales during the fiscal
1997 period due primarily to the 8.5% convertible subordinated debentures due
in 2012 assumed in the merger of NYCOR into the Company, offset by higher
interest income during the period.

The Company's net income decreased to $1.3 million from $6.7 million in
fiscal 1996 and reflects a tax rate of 34% versus 38% in the prior year as a
result of a change in the estimate of the Company's fiscal 1997 tax rate.

Liquidity and Capital Resources

Working capital requirements of the Company are seasonal, with cash balances
peaking in the fourth quarter and the greatest utilization of its lines of
credit occurring early in the calendar year.  Cash on hand at February 28,
1997 is primarily at the Chinese joint venture, Fedders Xinle Co. Ltd.
("Fedders Xinle").




<Page 10>

Net cash used in operations for the six months ended February 28, 1997,
amounted to $109.5 million. The principle use of this cash was to produce
finished goods for the seasonal requirements, which are heaviest in the third
fiscal quarter. Inventories increased to $133.7 million at February 28, 1997
versus $109.0 million a year earlier.  The increase includes $15.4 million of
inventory related to the merged operations.

Net cash used in investing activities consisted primarily of capital
expenditures of $5.2 million in the first six months of fiscal 1997.

Net cash provided by financing activities during the six-month period
amounted to $30.3 million. The Company's short-term revolving credit
facility, with a commercial finance company was increased to $50 million from
$40 million and the rate of interest on the facility was reduced to the prime
rate from the prime rate plus 1.5%. Dividend payments amounted to $2.7
million in the first six months of fiscal 1997. In September 1996, the
Company announced its intention to repurchase up to $25 million of Class A
and/or Common Stock.  Through February 1997, the Company acquired 2.25
million shares of Class A Stock at an average price of approximately $5.75,
or a total of $13 million.  At February 28, 1997, the Company had short-term
borrowings of $46.5 million.

Management believes that the Company's cash, earnings and borrowing capacity
are adequate to meet the demands of its operations and its long-term credit
requirements.

Recent Pronouncements of the Financial Accounting Standards Board

In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings Per Share"
("FASB 128"), which establishes standards for computing and presenting
earnings per share. FASB 128 replaces the presentation of primary and fully
diluted earnings per share with basic and diluted earnings per share,
respectively. Basic earnings per share are computed by dividing income
available to common stockholders by the weighted average number of common
shares outstanding for the period.  Diluted earnings per share are computed
similarly to fully diluted earnings per share.  The standard is effective for
financial statements for periods ending after December 15, 1997, with earlier
application not permitted.  For the three and six month periods ended
February 28, 1997, the impact of FASB 128 on the computation of earnings per
share was not material.  For the quarter and six month periods ended February
29, 1996 pro-forma basic earnings per share, under the provisions of FASB
128, would have been $0.16 and $0.17, respectively and pro-forma diluted
earnings per share, under the provisions of FASB 128, would have been $0.15
and $0.16, respectively.

Forward looking statements are made within the "safe-harbor" clause of the
Private Securities Litigation Reform Act of 1995.

<PAGE>
<PAGE> 11


PART II  OTHER INFORMATION


Item 4.  Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Stockholders on March 11, 1997 to:


i.  Consider and act upon a proposal to amend Article SIXTH of the Company's
Restated Certificate of Incorporation to eliminate the separation of the
Company's Board of Directors into three separate classes and to replace it
with a Board of Directors that is elected on an annual basis;

ii. Elect three (3) directors to serve for a term of three (3) years;
provided, however, that, if Proposal 1 is approved, the term of all directors
in office at the time the amendment to the Charter contemplated by Proposal
1 becomes effective shall expire at the annual meeting of stockholders to be
held in 1998 or at such time as their successors shall be elected and shall
have qualified; 

iii. Consider and act upon a proposal to repeal Article EIGHTH of the
Company's Restated Certificate of Incorporation in its entirety which
requires the affirmative vote of four-fifths (4/5) of the outstanding shares
of the Company's capital stock entitled to vote for the approval of any of a
series of corporate takeover transactions initiated by a single person or
entity, or group of persons or entities, owning more than five percent (5%)
of the outstanding voting stock of the Company;

iv. Consider and act upon a proposal to repeal Article NINTH of the Company's
Restated Certificate of Incorporation in its entirety which requires the
affirmative vote of two-thirds (2/3) of the Company's outstanding capital
stock entitled to vote for the approval of a merger, consolidation, or other
disposition of all or substantially all of the Company's assets;

v.  Ratify the appointment of BDO Seidman, LLP as the Company's independent
auditors for the ensuing fiscal year.

On all matters considered at the Annual Meeting, the vote was
 
1. The amendment of Article SIXTH: Common Stock - 13,289,630 for, 455,926
against and 114,326 abstained, Class B Stock - 2,265,506 for, and 100
against.

2. (i)   Mr. Sal Giordano, Jr. nominee for Director: 18,889,213 for, and
437,695 votes withheld.

   (ii)  Mr. Sam Muscarnera nominee for Director: 18,903,401 for, and
423,507votes withheld.

   (iii) C. A. Keen nominee for Director: 18,809,609 for, and 437,299 votes
withheld.

<PAGE> 12


3.  Proposal to repeal Article EIGHTH did not receive the requisite vote
for approval and voting was extended until April 11, 1997.

4.  Repeal of Article NINTH: Common Stock - 13,018,456 for, and 622,551
against and 218,875 abstained; Class B Stock - 2,265,406 for, and 200
against.

5.  Ratification of BDO Seidman, LLP as independent auditors: 18,837,964
for, 295,334 against and 193,610 abstained.


Item 6.  Exhibits and Reports on Form 8-K

(b)Reports on Form 8-K

No reports on Form 8-K were filed during the quarter for which this report
is filed.








<PAGE>
<PAGE> 13



SIGNATURE


         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.


                                    FEDDERS CORPORATION



                                    By                       
                                       Thomas A. Kroll
                                       Corporate Controller
                                       
                                       




Date: April 7, 1997                Signing both in his capacity as
                                   Corporate Controller and on behalf
                                   of the registrant.