<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 November 30, 1995 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 18,988,898 shares of Common Stock,
18,937,508 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) and 2,267,606 shares of Class B Stock (which is immediately
convertible into Common Stock on a share-for-share basis) as of December
31, 1995.

<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        8-9


Part II  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K                      10

SIGNATURE                                                      11

</TABLE>






















<PAGE> 3
PART I FINANCIAL INFORMATION
FEDDERS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
                                            Three months ended
                                                November 30
                                         1995                1994
<S>                                 <C>                  <C>      

Net sales                            $ 27,809            $ 20,125
Cost and expenses: 
 Cost of sales                         21,032              15,819
 Selling, general and 
  administrative expense                6,779               5,603
                                 ---------------------------------
                                       27,811              21,422
                                 ---------------------------------
Operating loss                             (2)             (1,297)
Net interest income (expense)             556                (143)
                                 ---------------------------------
Income (loss) before income taxes         554              (1,440)          
         
Federal, state and foreign 
 income tax (benefit)                     211                (223)
                                 ---------------------------------
Net income (loss)                    $    343            $ (1,217)

                                 =================================

Earnings per share:

Net income (loss) per share          $   0.01            $  (0.03)
                                 =================================



</TABLE>
See accompanying notes












<PAGE> 4
FEDDERS CORPORATION
CONSOLIDATED BALANCE SHEETS
(dollar amounts in thousands, except share data)
(unaudited)
<TABLE>
<CAPTION>
                                   November 30   August 31   November 30
                                      1995         1995         1994    
<S>                               <C>           <C>         <C>
ASSETS:
Current assets:
 Cash                              $ 15,378      $ 57,707    $  4,270

 Accounts receivable (less 
  allowance of $1,528, $872 and 
  $779 at November 30, 1995,
  August 31, 1995, and
  November 30, 1994 respectively)    19,511         8,847      19,347

Inventories:
 Finished goods                      66,286        14,592      35,308
 Work in process                      3,569         2,540       2,868
 Raw materials and supplies          23,170        11,888      16,600
      
                                     93,025        29,020      54,776
Deferred incomes taxes                2,954         2,954         -
Prepaid expenses                      2,076           893         592

    Total current assets            132,944        99,421      78,985

Property, plant and equipment 
 at cost:
  Land and improvements               1,373         1,369       1,360
  Buildings                          13,001        12,888      12,323
  Machinery and equipment            60,388        53,302      47,281

                                     74,762        67,559      60,964
  Less accumulated 
   depreciation                      39,905        37,756      32,937

Net property, plant and 
 equipment                           34,857        29,803      28,027
Deferred income taxes                 1,277         1,277         -
Other assets                          6,380         6,274       6,764
 
                                   $175,458      $136,775    $113,776

                             

</TABLE>
See accompanying notes


<PAGE> 5
FEDDERS CORPORATION
CONSOLIDATED BALANCE SHEETS
(dollar amounts in thousands, except share data)
(unaudited)
<TABLE>
<CAPTION>
                                   November 30,  August 31,  November 30,
                                      1995          1995        1994       
<S>                               <C>           <C>         <C>
LIABILITIES & STOCKHOLDERS' EQUITY:
Current liabilities:
 Short-term borrowing              $   9,469         -             -  
 Current portion of long-term debt       590     $    590    $     623
 Accounts payable                     27,374        5,591       21,583
 Income taxes payable                  4,797        9,131          -
 Accrued expenses                     23,999       27,986       20,123
     Total current liabilities        66,229       43,298       42,329
Long-term debt                        14,596        4,516       17,305
Deferred income taxes                    -            -          1,175
Other long-term liabilities            6,461        6,419        4,858
Minority interest in joint venture     5,662          -            -
 Stockholders' equity:
  Common Stock, $1 par value, 
   60,000,000 shares authorized, 
   18,988,898, 18,988,598 and
   19,642,409 issued at November 
   30, 1995, August 31, 1995 and 
   November 30, 1994, respectively    18,989       18,989       19,642
  Class A Stock, $1 par value,
   30,000,000 shares authorized
   18,937,508, 18,831,376 and 
   10,626,079 issued and outstanding
   at November 30, 1995, August 31,
   1995 and November 30, 1994,
   respectively                       18,938       18,831       10,626
  Class B Stock, $1 par value, 
   7,500,000 shares authorized, 
   2,267,606, 2,267,206, and       
   2,267,906 issued at November  
   30, 1995, August 31, 1995 and  
   November 30, 1994, respectively     2,268        2,267        2,268
  Additional paid-in capital          46,789       46,481       51,218
  Retained earnings (deficit)         (4,497)      (4,041)     (25,981)
  Cumulative translation adjustment       23           15         (142)
  Notes due on Common Stock purchases    -            -           (556)
                                      82,510       82,542       57,075
  Less-treasury stock, at cost           -            -         (8,966)
     Total stockholders' equity       82,510       82,542       48,109 

                                    $175,458     $136,775     $113,776  

</TABLE>
See accompanying notes
<PAGE> 6
FEDDERS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED
                                                       NOVEMBER 30
                                                      1995        1994
<S>                                              <C>         <C>
Cash flows from operations:
 Net income (loss)                                $    343    $ (1,217)
 Adjustments to reconcile net loss
  to net cash used in operating activities:
   Depreciation and amortization                       973       1,059
   Changes in operating assets and liabilities:
    Accounts receivable                             (9,235)     (6,507)
    Inventories                                    (58,303)    (36,728)
    Other current assets                               (82)         82
    Other assets                                      (106)        (49)
    Accounts payable                                19,124      16,268
    Accrued expenses                                (9,215)     (2,217)
    Other long-term liabilities                       (145)          82 
    Other                                                8          27
       Net cash used in operations                 (56,638)    (29,200)
Cash flows from investing activities:
 Additions to property, plant and equipment         (1,678)     (1,636)
 Disposals of property, plant and equipment             30         200
       Net cash used in investing activities        (1,648)     (1,436)
Cash flows from financing activities:
 Increase in short-term borrowings                   9,469         -  
 Repayments of Fedders Xinle short-term debt        (3,422)     
 Repayments of long-term debt                          (15)       (158)
 Proceeds from Fedders Xinle financing              10,400         -
 Proceeds from stock options exercised                 324         195
 Dividends payable                                    (799)        -  
     Net cash provided by financing activities      15,957          37
Net decrease in cash and cash equivalents          (42,329)    (30,599)
Cash and cash equivalents at beginning of period    57,707      34,869
Cash and cash equivalents at end of period        $ 15,378   $   4,270
Supplemental disclosure:
 Interest (paid) received                         $   (163)  $    (269)
 Net income taxes paid (refunded)                      177        (412)




</TABLE>
See accompanying notes




<PAGE> 7

FEDDERS CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

A.  During the first quarter of 1996, the Company's joint venture, Fedders
Xinle Co. Ltd., was capitalized with an $8.4 million cash contribution plus
know how for a Fedders' 60% interest.  The Company entered into the joint
venture with Ningbo General Air Conditioner Factory ("Ningbo"), Ningbo
City, Zheijang Province, People's Republic of China ("P.R.C.").  Ningbo
contributed the factory, equipment and other assets valued at $5.6 million
for a 40% interest.  The equivalent of approximately $10.4 million in long-
term financing was provided by a P.R.C. bank for the joint venture.  The
$10.4 million (RMB 86 million) 15% loan matures in twelve years and is not
guaranteed by the Company.  The accounts of the joint venture are reflected
in the consolidated financial statements of the Company.

B.  The Company announced in November that a definitive agreement had been
reached to merge with NYCOR, Inc.  Under the terms of the merger, if the
closing price of Fedders' Class A  Stock, on the date preceding the merger,
is $6.25 or greater, the Company will issue $6.25 worth of Class A Stock
for each share of NYCOR Common, Class A and Class B Stock outstanding with
fractional shares being paid in cash.  If the Fedders Class A Stock is
trading lower than $6.25, the Company will issue one share of a new Fedders
Convertible Preferred Stock for each share of NYCOR Common, Class A and
Class B Stock outstanding.  The agreement is subject to the approval of the
stockholders and lenders of both companies in addition to any governmental
approvals.

C.  Earnings per share are computed by dividing net income by the weighted
average number of shares of Common, Class A, Class B Stock and other common
stock equivalents outstanding:  41,039,000 and 40,183,000 in the first 
quarter ending November 30, 1995 and 1994, respectively.  Prior-period
earnings per share have been restated to reflect the Class A Stock dividend
distributed in July 1995.

D.  Pursuant to the Company's stock option plans, options to purchase
55,000 shares of Class A Stock were exercised during the first three months
of fiscal 1996.

E.  The financial information included herein is unaudited; however, such
information reflects all adjustments which consists 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 three month period ending
November 30, 1995 are not necessarily indicative of the results that may be
expected for the fiscal year ending August 31, 1996.






<PAGE> 8

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

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.

Second Quarter

Results of Operations
<TABLE>
<CAPTION>                               First Fiscal Quarter  
Operating Results 
 as Percent of Sales                    1996            1995      
<S>                                    <C>             <C>        
Gross profit                            24.4%           21.4%
Selling, general and 
 administrative expense                 24.4%           27.8%
Operating income (loss)                   .7%           (6.4%)
Interest income (expense)                1.9%            (.7%)
Pre-tax income (loss)                    1.9%           (7.2%)
</TABLE>

Net sales of room air conditioners in the first quarter of fiscal 1996 of
$27.8 million increased 38.2% from sales of $20.1 million in the first
quarter of 1995.  The increase in off-season sales is primarily
attributable to increased volume to distributors.  On an annual basis,
however, most of the Company's business is direct sales to major retailers
who take delivery on a just-in-time basis during the peak selling season.

Gross profit margin as a percentage of net sales increased primarily due to
greater fixed-cost absorption from added production to meet the increased
orders in fiscal 1996.

Selling, general and administrative expense decreased as a percentage of
net sales from the prior year as a result of increased sales.

Net interest income was $556,000 in the first fiscal quarter of 1996
compared to net interest expense in the prior-year quarter of $143,000. 
The decrease in interest expense from the prior year is due to lower long-
term debt and interest income as a result of increased cash investments in
the first quarter.

Pre-tax income for the quarter was $554,000 versus a pre-tax loss of $1.4
million in the prior year.  Interest income contributed to pre-tax results
during the off-season first fiscal quarter, which is normally unprofitable.

As a result of the utilization of the Company's tax loss carryforwards in
the prior fiscal year, the effective tax rate increased to 38% during the
first quarter of fiscal 1996 compared to 15% during the first quarter of
fiscal 1995.  
<PAGE> 9

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.  During the first fiscal
quarter, with sales seasonally low, the Company utilized cash to produce
finished goods at a higher rate than in the prior year to meet increased
orders in fiscal 1996.

Accounts receivable increased as a result of higher sales.  Inventories,
borrowings and accounts payable increased as a result of higher production
levels.

During the first fiscal quarter of 1996, the Company contributed
approximately $8.4 million of cash plus know how for a 60% interest in its
joint venture, Fedders Xinle Co. Ltd.  The Company entered into the joint
venture with the Ningbo General Air Conditioner Factory ("Ningbo"), Ningbo
City, Zheijang Province, People's Republic of China.  Ningbo contributed
the factory, equipment and other assets valued at $5.6 million for a 40%
interest.  The equivalent of approximately $10.4 million in long-term
financing was provided by a People's Republic of China bank for the joint
venture.  The $10.4 million (RMB 86 million) 15% loan matures in twelve
years and is not guaranteed by Fedders Corporation.

In November 1995, the Company announced that a definitive agreement was
reached to merge with NYCOR.  Under the terms of the agreement, if Fedders
Class A Stock is trading for less than $6.25 per share on the date
preceding the merger, stockholders of NYCOR will receive shares of Fedders
Preferred Stock, convertible into Fedders Class A Stock at $6.25 for each
of the 7.6 million shares of NYCOR Common, Class A and Class B Stock
outstanding.  If Fedders Class A Stock is trading for $6.25 or greater on
the date preceding the merger, NYCOR stockholders will receive $6.25 worth
of Fedders Class A Stock with fractional shares being paid in cash.  The
agreement is subject to the approval of the stockholders and lenders of
both companies in addition to any required governmental approvals.

At November 30, 1995, the Company had short-term borrowings of $9.7
million.  Management believes that the Company's earnings and borrowing
capacity are adequate to meet the demands of its operations and its long-
term requirements.


<PAGE>
<PAGE> 10


PART II  OTHER INFORMATION


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.  The exhibits filed as part of this report are listed below.

Exhibit No.                             Description

   10                                   Definitive agreement between
                                        Fedders Corporation and 
                                        NYCOR, Inc. dated
                                        November 30, 1995






<PAGE>
<PAGE> 11


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/Robert L. Laurent, Jr.
                                       Robert L. Laurent, Jr.
                                       Executive Vice President,
                                       Finance & Administration




Date:  January 15, 1996           Signing both in his capacity as
                                  Executive Vice President on
                                  behalf of the Registrant and as
                                  Chief Financial Officer of the
                                  Registrant