<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, 1996 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        07938-0813            
(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     


The registrant has outstanding 18,989,798 shares of Common Stock,
19,652,545 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 2,266,706 shares of Class B Stock (which is immediately
convertible into Common Stock on a share-for-share basis) as of December
31, 1996.


<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,
                                       1996       1995           1994    
<S>                                 <C>           <C>           <C>

Net sales                            $ 33,087      $ 27,809      $ 20,125
Cost and expenses:                    
 Cost of sales                         25,908        21,032        15,819
 Selling, general and 
  administrative expense                9,358         6,779         5,603
                                                                         
                                       35,266        27,811        21,422
                                                                          
Operating loss                         (2,179)          (2)        (1,297)
Minority interest in joint venture        508            -             -
Net interest income (expense)               3           556          (143)
                                                                         
Income (loss) before income taxes      (1,668)          554        (1,440)
              
Federal, state and foreign 
 income taxes (benefit)                  (422)          211           223
                                                                         
Net income (loss)                      (1,246)          343        (1,217)
Preferred stock dividend                  
 requirement                              726            -           -   
Income attributable to
 common stockholders                 $ (1,972)       $  343        (1,217)
                                                                         

Primary income (loss) per share       $ (0.05)       $ 0.01       $ (0.03)
                                                                          
Fully diluted income (loss)
 per share                            $ (0.03)       $ 0.01       $ (0.03)

Dividends per share declared:
 Preferred                                -             -              -
 Common Stock                         $ 0.020       $ 0.020            -
 Class A Stock                          0.020         0.020            -
 Class B Stock                          0.180         0.180            -
         

</TABLE>
See accompanying notes



<PAGE> 4
FEDDERS CORPORATION
CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share data)
(unaudited)
<TABLE>
<CAPTION>
                                   November 30,  August 31,  November 30,
                                      1996         1996         1995    
<S>                               <C>           <C>         <C>
ASSETS:
Current assets:
 Cash                               $ 28,188      $ 90,295     $ 15,378 

 Accounts receivable (less 
  allowance of $2,630, $1,952 and 
  $1,528 at November 30, 1996,
  August 31, 1996 and
  November 30, 1995, respectively)     9,736         7,975       19,511 

Inventories:
 Finished goods                       51,069        21,711       66,286 
 Work in process                       5,047         6,652        3,569
 Raw materials and supplies           39,656        25,083       23,170
                                      95,772        53,446       93,025
                                                                       
Deferred income taxes                  3,584         3,584        2,954 
Prepaid expenses                       2,988         3,366        2,076

    Total current assets             140,268       158,666      132,944 

Property, plant and equipment at cost:
  Land and improvements                3,946         3,830        1,373
  Buildings                           23,895        23,915       13,001
  Machinery and equipment             86,971        84,887       60,388
  Machinery and equipment under
   capital lease                       8,191         8,191          -  
                                     123,003       120,823       74,762
 
  Less accumulated depreciation       59,605        57,951       39,905
                                      63,398        62,872       34,857
                                                            
Deferred income taxes                  7,364         7,364        1,277
Goodwill                              58,208        58,556          -  
Other assets                           2,798         2,762        6,380
 
                                    $272,036      $290,220     $175,458
                             

</TABLE>
See accompanying notes



<PAGE> 5
FEDDERS CORPORATION
CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share data)
(unaudited)
<TABLE>
<CAPTION>
                                   November 30,  August 31,  November 30,
                                      1996          1996        1995       
<S>                               <C>           <C>         <C>
LIABILITIES & STOCKHOLDERS' EQUITY:
Current liabilities:
 Short-term borrowing                     -             -     $  9,469
 Current portion of long-term debt $  1,727       $ 1,889          590 
 Accounts payable                    18,220        16,514       27,374
 Income taxes payable                10,168        15,391        4,797
 Accrued expenses                    27,204        38,055       23,999
     Total current liabilities       57,319        71,849       66,229 
Long-term debt                       38,101        38,517       14,596
Other long-term liabilities          14,234        14,495        6,461
Minority interest in joint venture    5,330         5,608        5,662
Stockholders' equity:
 Preferred Stock, $1 par value,
   15,000,000 shares authorized, 
   7,517,061 and 7,643,061 issued  
   at November 30, 1996 and           7,517         7,643          -
   August 31,1996, respectively            
 Common Stock, $1 par value, 
   80,000,000 shares authorized, 
   18,989,798 issued at November
   30, 1996 and August 31, 1996 and 
   18,988,898 issued at             
   November 30, 1995, respectively   18,990        18,990       18,989
 Class A Stock, $1 par value,
   60,000,000 shares authorized,
   19,629,514, 19,415,916 and 
   18,937,508 issued at
   November 30, 1996, August 31,
   1996 and November 30, 1995,
   respectively                      19,630        19,416       18,938
 Class B Stock, $1 par value, 
   7,500,000 shares authorized, 
   2,266,706 issued at November      
   30, 1996 and August 31, 1996  
   and 2,267,606 issued at           
   November 30, 1995, respectively    2,267         2,267        2,268
 Additional paid-in capital          87,806        87,728       46,789
 Retained earnings (deficit)         21,147        23,865       (4,497)
 Cumulative translation adjustment     (305)         (158)          23  
  
       Total stockholders' equity   157,052       159,751       82,510 

                                   $272,036      $290,220     $175,458 
</TABLE>
See accompanying notes


<PAGE> 6
FEDDERS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
                                                   Three months ended
                                                       November 30,
                                                  1996        1995     
<S>                                              <C>         <C>
Cash flows from operations:
 Net income (loss)                               $ ( 1,246)   $    343   
 Adjustments to reconcile net income(loss)
  to net cash used in operating activities:
   Depreciation and amortization                     2,432         973   
   Changes in operating assets and liabilities:
    Accounts receivable                            ( 1,761)     (9,235)  
    Inventories                                    (42,326)    (58,303)  
    Other current assets                               378         (82)   
    Other assets                                      (132)       (106)   
    Accounts payable                                 1,706      19,124    
    Income taxes payable                            (5,223)     (4,334)
    Accrued expenses                               (10,851)     (4,881)   
    Other long-term liabilities                       (261)       (145)   
    Other                                             (147)          8 
                                                   (57,431)    (56,638)
Net cash used in operations
Cash flows from investing activities:
 Additions to property, plant and equipment         (2,610)     (1,678)   
 Disposals of property, plant and equipment             96          30 
 Minority interest in Joint Venture                   (278)        -   
Net cash used in investing activities               (2,792)     (1,648)
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                         (578)        (15)   
 Proceeds from Fedders Xinle financing                 -        10,400    
 Proceeds from stock options exercised                 166         324    
 Dividends payable                                  (1,472)       (799)
Net cash used in financing activities               (1,884)     15,957 
Net decrease in cash and cash equivalents          (62,107)    (42,329)   
Cash and cash equivalents at beginning of period    90,295      57,707  
Cash and cash equivalents at end of period        $ 28,188    $ 15,378 

Supplemental disclosure:
 Interest paid (received)                         $   (489)   $   (163) 
 Net income taxes paid                               4,951         177  




</TABLE>
See accompanying notes



<PAGE> 7

FEDDERS CORPORATION
NOTES TO THE 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.


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: 
42,215,000, 41,039,000 and 40,183,000 in the first quarter ending November
30, 1996, 1995 and 1994, respectively. 


C.   Fully diluted earnings per share are computed by dividing net income
by the weighted average number of shares of Common, Class A and Class B
stock and other common stock equivalents outstanding (assuming conversion
of the Fedders Convertible Preferred Stock): 49,858,000, 41,039,000 and
40,183,000 in the first quarter ending November 30, 1996, 1995 and 1994, 
respectively.


D.  Pursuant to the Company's stock option plans, options to purchase
87,000 shares of Class A Stock were exercised during the first three months
of fiscal 1997.


E.  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 three month period ending
November 30, 1996 are not necessarily indicative of the results that may be
expected for the fiscal year ending August 31, 1997.



















<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.

The cool summer weather in key U.S. markets in fiscal 1996 has increased
industry inventories entering fiscal 1997. These higher inventories at
retailers and at other manufacturers will significantly impact 1997
domestic demand and will affect revenues and earnings, particularly in the
first fiscal half, already an off season for air conditioners and
dehumidifiers.  Increases in international sales and non-air conditioner
sales during fiscal 1997 will substantially offset lower North American
sales.

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.

First Quarter

Results of Operations
<TABLE>
<CAPTION>                             First Fiscal Quarter  
Operating Results 
 as Percent of Sales              1997         1996         1995
<S>                              <C>          <C>          <C>
Gross profit                      21.7%        24.4%        21.4%
Selling, general and 
 administrative expense           28.3%        24.4%        27.8%
Operating income (loss)           (6.6%)         .7%        (6.4%)
Interest income (expense)           .9%         1.9%        ( .7%)
Pre-tax income (loss)             (5.0%)        1.9%        (7.2%)
</TABLE>

Net sales in the seasonally low-volume first quarter of fiscal 1997 of
$33.1 million increased 19.0% from sales of $27.8 million in the first
quarter of 1996.  The increase is a result of international shipments and
non-air conditioning shipments more than offsetting a decline in domestic
air conditioner sales.
  
Domestic production rates are lower in response to the unseasonably cool
summer of 1996 that resulted in higher end-of-season inventories at both
retailers and manufacturers. As a result, the gross profit margin decreased
in the first quarter of 1997 due to lower absorption of fixed costs and
expenses in the air conditioning and compressor factories.

Selling, general and administrative expense increased as a percentage of
net sales from the prior year as a result of an expanding infrastructure to
support the growing international business, in addition to expenses related
to the merged operations.

<PAGE> 9

Net interest expense increased in the first fiscal quarter due to the 8.5%
convertible subordinated debentures due in 2012 that were assumed in the
merger of NYCOR into the Company.

The net loss for the normally unprofitable off-season quarter was $1.2
million, or 5 cents per share.  The loss compared with an unusual quarterly
profit of one cent per share in the prior year that reflected strong
domestic demand for room air conditioners following three hot summers in a
row.

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 amounted to
$28.8 million at November 30,1996, compared to $15.4 million a year
earlier. Cash includes $6.1 million and $13.3 million, at Fedders Xinle,
the Company's Chinese joint venture, at November 30, 1996 and 1995,
respectively.

Net cash used in operations for the three months ended November 30, 1996
amounted to $57.4 million.  During the seasonally slow first fiscal
quarter, the Company utilized cash to produce compressors and finished
goods. Inventories increased to $95.8 million at November 30, 1996 from
$53.4 million at year-end and $93.0 million a year earlier.  Finished goods
decreased $15.2 million from prior year level reflecting the delayed
production start up at the Company's U.S. factories resulting from the cool
1996 summer in key U.S. markets.  Work in process, raw materials and
supplies increased $18.0 million, $15 million of which related to the
merged operations and $3 million of which related to compressors purchased
in anticipation of a normal 1996 summer. Accounts receivable increased to
$9.7 million from $8.0 million due to the increase in sales.

Net cash used in investing activities consisted primarily of capital
expenditures of $2.6 million in the first three months of fiscal 1997.

Net cash used in financing activities amounted to $1.9 million, primarily
for the payment of dividends and long-term debt.  At November 30, 1996, the
Company had no short-term borrowings.

In the first quarter of fiscal 1997, the Company declared quarterly
dividends of two cents on each share of outstanding Class A and Common
Stock and 1.8 cents on each share of outstanding Class B Stock.  Dividend
payments amounted to $1.5 million in the first quarter of fiscal 1996.

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

Forward looking statements are made within the "Safe-Harbor" clause of the
Private Litigation Reform Act of 1995.


<PAGE> 10

PART II  OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

(b) Reports on Form 8-K

The Company filed an amendment on Form 8-K/A on October 25, 1996, filing
the June 30, 1996 financial statements of NYCOR, Inc. and the June 30, 1996
pro forma information pursuant to Item 7 of the Form 8-K and amending other
portions of its current report on Form 8-K dated August 13, 1996.

<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 _________________________
                                       Thomas A. Kroll
                                       Corporate Controller
                                       




Date: January 13, 1997             Signing in his capacity as
                                   Corporate Controller and on behalf
                                   of the Registrant.