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Federal-Mogul Announces Solid 1998 Results

4 February 1999

Federal-Mogul Announces Solid 1998 Results
    *  1998 Earnings per share from operations of $2.69, excluding integration
       costs, up 64% from 1997.
    *  Cash flow from operations, net of capital expenditures, totals $167
       million.
    *  $13 Million of economic value added for the year.
    *  Fourth quarter earnings per share at $.78 from operations, up 95%
       from $.40 in 1997
    *  DaimlerChrysler awards total engine sealing package.
    *  $780 million equity offering completed.
    *  $1 billion global bond offering completed.
    *  Acquisition interest expressed for LucasVarity.

    SOUTHFIELD, Mich. Feb. 4 -- Federal-Mogul Corporation
today announced solid 1998 financial results, continued profitable
growth through acquisitions and excellent integration progress.
    "1998 was an extraordinary year for Federal-Mogul," said Dick Snell,
chairman and chief executive officer.  "Last year we announced and completed
ten acquisitions which strengthened our system and module offerings to
original equipment customers around the world.  As well, we added global
manufacturing presence and valuable aftermarket brand names to our portfolio."
    Federal-Mogul continues on schedule with its integration of acquisitions.
The successful practice of creating an all-star team from the leadership of
all acquired businesses combined with a robust consolidation process has
enabled Federal-Mogul to keep its integration timetable.
    "The leadership team of Federal-Mogul is one of the strongest in the
industry," said Snell.  "I'm very pleased with the progress we have made."

    1998 Year End and Fourth Quarter Results
    Federal-Mogul's 1998 revenues increased to $4,469 million, generating
$2.69 of earnings per share from operations, a 64% increase over $1.64 in
1997.  Earnings per share from operations exclude: integration costs,
restructuring, reengineering and impairment charges, special charges related
to the T&N and Cooper acquisitions, and extraordinary charges.  Including
these items, Federal-Mogul earned $.96 per share compared to $1.61 in 1997.
    1998 cash flow from operations, net of capital expenditures and before
integration and restructuring payments, hit $167 million.  The company
generated $13 million of economic value added (EVA).
    Federal-Mogul earned $29 million on fourth quarter sales of $1,475 million
compared to earning $12 million on sales of $415 million in 1997.  Earnings
per share rose to $.48 compared to $.28 in the fourth quarter of 1997.  From
operations, fourth quarter earnings per share increased to $.78 compared to
$.40 in 1997.
    Federal-Mogul successfully completed a $780 million equity offering and
$1 billion global bond offering using the proceeds to repay debt incurred with
the acquisition of the automotive businesses of Cooper Industries.

    On Strategy Acquisitions Bring Profitable Growth
    On January 25, 1999, Federal-Mogul announced it is considering a proposal
to acquire LucasVarity, plc and the Company is currently conducting due
diligence.  Federal-Mogul will review the information provided and may decide
to revise its earlier proposal and make a formal offer for LucasVarity.
    On January 20, Federal-Mogul completed the acquisition of the Camshaft
Machining operations of Crane Technologies Group, Inc., providing Federal-
Mogul with camshaft manufacturing capacity necessary for future growth.
    On January 7, Federal-Mogul announced an agreement to acquire the piston
operations from Alcan Aluminium Limited which would strengthen Federal-Mogul's
power cylinder offering in Europe.  Alcan's piston division manufactures high
quality pistons for passenger cars and commercial vehicles under the highly
regarded Nural brand name.
    On January 6, Federal-Mogul completed the acquisition of Tri-Way Machine
Limited, a Canadian manufacturer of machines and machining systems, and its
subsidiary, J.I.S. Machining Limited, a machiner of powertrain components.
    "Our strategy to be a full systems supplier in powertrain and sealing
applications leverages our engineering and design capabilities to add value
for our customers," said Snell.  "We will continue on this growth strategy to
further strengthen the value we deliver in partnership with our customers."

    Powertrain Systems
    Powertrain Systems reported fourth quarter sales of $623 million in 1998
compared to $180 million in 1997, a 246% increase.
    Federal-Mogul has secured $15 million in piston ring contracts with:
Renault for the K9K/E 1.0/1.4L engine starting in 2000; DaimlerChrysler's
M271DIG engine starting in 2001; and three Volkswagen engines, the 1.9L TDI,
1.0L 2V RSH, and the 2.5L TDI 113kw.
    From PSA, Federal-Mogul was awarded the piston, pin, ring, and bearings
business for two engines, the TU1M+ and TU3JP+K, and ring and bearings for
their DW10 engine totaling $17 million annually.
    In pistons, Powertrain Systems was awarded $1 million in new business from
General Motors' SAAB division for the 3.0 Turbo V6 engine and $2 million in
new business from Volvo Truck for the D7 Series engine.
    From BMW, Powertrain Systems was awarded $1.5 million in engine bearing
business for the 4 and 6 cylinder diesel and V8 diesel engines.

    Sealing Systems
    Sealing Systems reported fourth quarter sales of $267 million in 1998
compared to $95 million in 1997, a 181% increase.
    DaimlerChrysler awarded Sealing Systems with its first total engine
sealing package scheduled to launch in model year 2003.  The estimated
contract value is approximately $30 million annually and contains 25 different
applications which Federal-Mogul will be responsible for sealing.
    Sealing Systems was awarded approximately $10 million in new business from
Cummins, supplying the gaskets and shaft seals for the S600 engine, gaskets
for fuel systems, and gaskets for the ISC and Chrysler 2000 engine.
    From John Deere, Sealing Systems was awarded new business in heat shields
for the 8000 and 9000 Series tractors.
    Federal-Mogul Sealing Systems-Europe will be the sole supplier for all new
BMW direct injection diesel engines.  These highly sophisticated 2.0L/3.0L
engines will be made for both BMW and Rover models.  Federal-Mogul multi-layer
steel cylinder head gaskets will also be used on BMW's new V8 engine.

    General Products
    General Products reported fourth quarter sales of $585 million in 1998
compared to $140 million in 1997, a 318% increase.
    Friction Products was awarded over $27 million in new original equipment
business including: Ford F150 front and rear disc pads and the front disc pads
for the Ford four-door ranger for Robert Bosch; the Dodge Durango rear drum
brake lining and the rear disc pad for the Lincoln LS8, LS6 and Jaquar 200
series for LucasVarity; rear disc pad for the Ford Excursion for AMAK, and MAC
and Freightliner Axle friction applications for Dana/Meritor.
    Lighting Products was awarded over $7 million in new business including:
Dakota and Durango foglamps for DaimlerChrysler, bulb and socket assemblies
for various Ford Motor Company platforms; and foglamps for the STS Cadillac
Seville for General Motors.
    Sintered Products received over $10 million in new business with various
American car manufacturers for the supply of valve seats and valve guides.  In
Europe, this division was awarded $1 million in new business with PSA for
valve seats and valve guides on the TU engine family.
    Headquartered in Southfield, Michigan, Federal-Mogul is a $7 billion
automotive parts manufacturer providing innovative solutions and systems to
global customers in the automotive, light trucks, heavy duty, farm and
industrial markets.  The company was founded in 1899.  For more information on
Federal-Mogul, visit the company's web site at http://www.federal-mogul.com.
Federal-Mogul's press releases are available by fax through Company News On-
Call, call 800-758-5804, ext. 306225
    Information in this press release contains forward-looking statements
under the private Securities Litigation Reform Act of 1995.  Actual results,
events and performance could differ materially from those contemplated by
these statements such as the cost and timing of implementing restructuring
actions related to the combination of the businesses of Federal-Mogul and
Cooper Industries' automotive business, conditions in the automotive
components industry and other factors discussed in the company's 1997 Annual
Report on Form 10-K and other filings with the Securities and Exchange
Commission.

               F E D E R A L - M O G U L  C O R P O R A T I O N
               S T A T E M E N T S   O F   O P E R A T I O N S
                 (Millions of Dollars, Except Per Share Data)


                                  (Unaudited)
                                Three Months Ended           Year Ended
                                   December 31               December 31
                                1998          1997        1998        1997

    Net sales                $1,475.5        $415.0    $4,468.7    $1,806.6
    Cost of products sold     1,068.6         320.4     3,290.2     1,381.8
        Gross margin            406.9          94.6     1,178.5       424.8

    Selling, general and
     administrative expenses    209.7          57.9       640.8       276.0
    Amortization                 29.9           2.2        83.8         8.9
    Purchased in-process
     research and development
     charge                         -             -        18.6           -
    Restructuring charges
     (credits)                    3.4          (1.1)        7.3        (1.1)
    Reengineering and other
     related credits                -          (1.6)          -        (1.6)
    Adjustment of assets held
     for sale to fair value         -           2.4        19.0         2.4
    Integration costs             8.7             -        22.4           -
    Interest expense             88.4           6.9       204.0        33.3
    Interest income              (1.0)         (2.9)      (10.6)       (7.1)
    International currency
     exchange (gains) losses     (0.6)          0.6         4.7         0.6
    Net loss (gain) on British
     pound currency option
     and forward contract           -          10.5       (13.3)       10.5
    Other expense, net            1.3           4.7        16.3         3.4
        Earnings Before Income
         Taxes and
         Extraordinary Item      67.1          15.0       185.5        99.5

    Income tax expense           31.0           2.8        93.6        27.5

            Net Earnings Before
             Extraordinary Item  36.1          12.2        91.9        72.0

    Extraordinary item - loss on
     early retirement of debt,
     net of applicable income
     tax benefit                  6.9             -        38.2         2.6

            Net Earnings        $29.2         $12.2       $53.7       $69.4

    Earnings Per Common Share

    Basic
        Income before
         extraordinary item      $.63          $.29       $1.84       $1.81
        Extraordinary item - loss
         on early retirement
         of debt, net of applicable
         income tax benefit      (.12)            -        (.80)       (.07)
                Net earnings     $.51          $.29       $1.04       $1.74

    Diluted
        Income before
         extraordinary item      $.58          $.28       $1.67       $1.67
        Extraordinary item - loss
         on early retirement
         of debt, net of applicable
         income tax benefit      (.10)            -        (.71)       (.06)
                 Net earnings    $.48          $.28        $.96       $1.61

    Weighted Average Shares (Thousands)

        Basic                  55,674        39,923      48,107      36,647
        Diluted                72,257        42,394      53,748      41,854


              F E D E R A L - M O G U L   C O R P O R A T I O N

                         B A L A N C E   S H E E T S

                            (Millions of Dollars)

                                              December 31
                                        1998              1997
    Assets
    Current assets:
         Cash and equivalents          $77.2            $541.4
        Accounts receivable          1,025.0             158.9
        Investment in accounts
         receivable securitization      91.1              48.7
        Inventories                  1,068.6             277.0
        Prepaid expenses and
         income tax benefits           337.7             113.2
                Total current
                 assets              2,599.6           1,139.2

    Property, plant and equipment    2,477.5             313.9
    Goodwill                         3,398.4             143.8
    Other intangible assets            886.4              48.4
    Business investments and
     other assets                      578.2             156.8
                Total Assets        $9,940.1          $1,802.1

    Liabilities and Shareholders' Equity
    Current liabilities:
        Short-term debt, including
         current portion of
         long-term debt               $179.7             $28.6
        Accounts payable               498.4             102.3
        Accrued compensation           200.3              36.8
        Restructuring and
         rationalization reserves      178.9              31.5
        Current portion of
         asbestos liability            125.0                 -
        Other accrued liabilities      815.9             130.4
            Total current
             liabilities             1,998.2             329.6

    Long-term debt                   3,162.0             273.1
    Long-term portion of
     asbestos liability              1,176.7                 -
    Postemployment benefits            677.0             190.9
    Other accrued liabilities          327.0              50.6
    Minority interest in
     consolidated subsidiaries          38.0              13.6
    Company-obligated mandatorily
     redeemable preferred securities
     of subsidiary trust holding
     solely convertible subordinated
     debentures of the Company         575.0             575.0
    Shareholders' equity:
        Series C ESOP preferred stock   44.4              49.0
        Series E preferred stock       132.7                 -
        Common stock                   336.8             201.0
        Additional paid-in capital   1,665.8             332.6
        Accumulated deficit            (69.9)           (123.6)
        Unearned ESOP compensation     (15.1)            (21.8)
        Accumulated other
         comprehensive income         (106.0)            (65.7)
        Other                           (2.5)             (2.2)
            Total Shareholders'
             Equity                  1,986.2             369.3

              Total Liabilities and
               Shareholders' Equity $9,940.1          $1,802.1


              F E D E R A L - M O G U L   C O R P O R A T I O N
                             C A S H   F L O W S
                            (Millions of Dollars)

                                       (Unaudited)
                                    Three Months Ended         Year Ended
                                       December 31            December 31
                                           1998            1998         1997


    Cash Provided From (Used By) Operating Activities
        Net earnings                      $29.2           $53.7        $69.4
        Adjustments to reconcile net earnings to net
            cash provided from operating activities:
                Depreciation and
                 amortization              78.8           228.0         52.8
                Purchased in-process
                 research and development
                 charge                       -            18.6            -
                Restructuring charges
                 (credits)                  3.4             7.3         (1.1)
                Reengineering and other
                 related credits              -               -         (1.6)
                Adjustment of assets
                 held for sale to fair value  -            19.0          2.4
                Vesting of restricted stock   -             0.7          9.0
                Postemployment benefits    15.9            10.9         (7.7)
                Decrease in accounts
                 receivable                63.2            37.5          7.6
                Decrease in inventories     8.9            55.9         59.9
                Increase (decrease) in
                 accounts payable          12.8             5.4        (19.5)
                (Decrease) increase in
                 current liabilities
                 and other                (52.9)            8.1         56.1
                Payments against restructuring,
                 reengineering and
                 rationalization reserves (42.3)          (78.0)       (26.2)
                Loss on early
                 retirement of debt        11.0            58.1          4.1
                Net loss (gain) on British
                 pound currency option and
                 forward contract             -           (10.5)        10.5
                Payments against asbestos
                 liability                (30.4)          (89.2)           -
            Net Cash Provided From
             Operating Activities          97.6           325.5        215.7

    Cash Provided From (Used By) Investing Activities
        Expenditures for property,
         plant and equipment              (99.4)         (228.5)       (49.7)
        Proceeds from sale of
         business investments                 -            53.4         73.6
        Proceeds from sale of options         -            39.1            -
        Business acquisitions,
         net of cash acquired          (1,495.0)       (4,225.2)       (30.5)
        Other                                 -               -          1.1
            Net Cash Used By
             Investing Activities      (1,594.4)       (4,361.2)        (5.5)

    Cash Provided From (Used By) Financing Activities
        Issuance of common stock          780.7         1,382.2         14.2
        Net increase (decrease) in debt   703.4         2,270.4       (183.6)
        Fees paid for debt issuance       (21.3)          (76.6)       (25.6)
        Fees for early retirement of debt     -           (27.4)        (4.1)
        Investment in accounts
         receivable securitization         12.2            42.6        (31.8)
        Issuance of company-obligated
         mandatorily redeemable
         preferred securities                 -               -        575.0
        Fees paid for issuance of
         company-obligated mandatorily
         redeemable preferred securities      -               -        (17.2)
        Dividends                          (2.6)          (10.4)       (24.8)
        Other                              (0.7)           (9.3)        (4.0)
            Net Cash Provided From
             Financing Activities       1,471.7         3,571.5        298.1

            Increase (Decrease) in Cash
             and Equivalents              (25.1)         (464.2)       508.3

    Cash and Equivalents at Beginning
     of Period                            102.3           541.4         33.1

            Cash and Equivalents at
             End of Period                $77.2           $77.2       $541.4