SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-Q/A

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

For the Quarterly Period ended February 28, 1999
 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       

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

<TABLE>
<S>
P. O. Box 813                                            <C>
505 Martinsville Road, Liberty Corner, NJ        07938-0813            
(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     


As of March 31, 1999, the registrant has outstanding 16,412,859 shares of Common
Stock, 17,899,336 shares of Class A Stock (which is immediately convertible into
Common Stock on a share-for-share basis upon conversion of all of the Class B 
Stock) and 2,266,606 shares of Class B Stock (which is immediately convertible 
into Common Stock on a share-for-share basis).


EXPLANATORY NOTE

This Form 10-Q/A is being filed by Fedders Corporation, a Delaware corporation, 
(the "Company") as an amendment to its Form 10-Q for the fiscal period ended 
February 28, 1999 to remove and replace in its entirity the Condensed 
Consolidated Statements Of Operations for the three and six month period ended 
February 28, 1999 included in Note G.


<Page 10>
G. Continued
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(amounts in thousands)
<TABLE>
<CAPTION>                              For the Three Months Ended
                                           February 28, 1999

                               Fedders          Other      Fedders
                               North America    Fedders    Corporation
<S>                            <C>              <C>        <C>
Net sales                      $ 54,543         $  4,344   $ 58,887   
Cost of sales                    42,912            3,089     46,001   
Selling, general and 
 administrative expense (1)       7,494            2,096      9,590 
Operating income (loss)           4,137             (841)     3,296
Partner's net interest in 
 joint venture results              -                704        704
Net interest expense (2)        (2,630)             (120)    (2,750)
Income (loss) before income
 taxes                           1,507              (257)     1,250
Income taxes (benefit)             527               (92)       435

Net income (loss)              $   980          $   (165)  $    815

                                       For the Three Months Ended
                                           February 28, 1998

                                Fedders         Other      Fedders
                                North America   Fedders    Corporation
<S>                             <C>             <C>        <C>
Net sales                       $ 27,274        $  6,306   $ 33,580   
Cost of sales                     19,969           6,470     26,439  
Selling, general and 
 administrative expense (1)        5,865           3,125      8,990
Restructuring charge              14,488           2,262     16,750  
Operating loss                   (13,048)         (5,551)   (18,599)
Partner's net interest in  
 joint venture results               -               132        132
Net interest income
 (expense) (2)                    (2,616)            266     (2,350) 
Loss before income taxes         (15,664)         (5,153)   (20,817)
Income tax benefit                (5,482)         (1,807)   ( 7,289)  
Net loss                        $(10,182)       $ (3,346)  $(13,528) 

</TABLE>
See accompanying notes



<PAGE>
<Page 11>
G. Continued
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(amounts in thousands)
<TABLE>
<CAPTION>                              For the Six Months Ended
                                           February 28, 1999

                             Fedders           Other       Fedders
                             North America     Fedders     Corporation
<S>                          <C>               <C>         <C>           
Net sales                    $ 72,721          $ 11,868    $ 84,589   
Cost of sales                  54,892            10,219      65,111   
Selling, general and 
 administrative expense (1)    12,054             6,506      18,560   
Operating income (loss)         5,775            (4,857)        918 
Partner's net interest in 
 joint venture results            -                 605         605 
Net interest income
 (expense) (2)                 (5,220)              443      (4,777)   
Income (loss) before income
 taxes                            555            (3,809)     (3,254)
Income taxes (benefit)            194            (1,328)     (1,134)  
Net income (loss)            $    361          $ (2,481)   $ (2,120)  

                                       For the Six Months Ended
                                           February 28, 1998

                             Fedders           Other       Fedders
                             North America     Fedders     Corporation
<S>                          <C>               <C>         <C>
Net sales                    $ 44,938          $ 14,133    $ 59,071   
Cost of sales                  35,234            11,963      47,197  
Selling, general and 
 administrative expense (1)    12,210             5,815      18,025
Restructuring charge           14,488             2,262      16,750  
Operating loss                (16,994)           (5,907)    (22,901)
Partner's net interest in 
 joint venture results            -                 227         227
Net interest income
 (expense) (2)                 (5,244)            1,058      (4,186) 
Loss before income taxes      (22,238)           (4,622)    (26,860)
Income tax benefit             (7,783)           (1,618)     (9,401)  
Net loss                     $(14,455)         $ (3,004)   $(17,459) 


</TABLE>
See accompanying notes

<PAGE>
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<S/Thomas A, Kroll 
                                       Thomas A. Kroll
                                       Corporate Controller
                                       




Date: April 22, 1999        

 Signing in his capacity as
 Corporate Controller and on behalf
 of the Registrant.