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EXHIBIT 11.2 - STATEMENT RE COMPUTATION OF PER SHARE EARNINGS 



FEDERAL-MOGUL CORPORATION AND SUBSIDIARIES



        FOR THE NINE MONTHS ENDED                   PRIMARY         FULLY DILUTED
                                                 --------------    --------------- 
              SEPTEMBER 30                        1996    1995      1996     1995
- ------------------------------------------       ------  ------    ------   ------


EARNINGS:  (In Millions)
                                                                   
  Net earnings                                   $  9.1  $ 39.4    $  9.1   $ 39.4 
  Series C preferred dividend requirements         (1.9)   (1.9)     (1.9)
  Series D preferred dividend requirements         (4.7)   (4.7)     (4.7)
  Additional required ESOP contribution <F1>                                  (1.5)
                                                  -----   -----     -----    -----

  Net earnings available for common 
    and equivalent shares                        $  2.5  $ 32.8    $  2.5   $ 37.9 
                                                  =====   =====     =====    =====


WEIGHTED AVERAGE SHARES:  (In Millions) 

  Common shares outstanding                        35.1    35.0      35.1     35.0
  Conversion of Series C preferred stock <F3>                                  1.9
  Contingent issuance of common stock to
    satisfy the redemption price guarantee <F2><F4>                             .6
  Conversion of Series D preferred stock <F3>                                  4.4
                                                  -----   -----     -----    -----

  Common and equivalent shares outstanding         35.1    35.0      35.1     41.9
                                                  =====   =====     =====    =====


PER COMMON AND EQUIVALENT SHARE:

   Net earnings                                  $  .07  $  .94    $  .07   $  .91
                                                  =====   =====     =====    =====


[FN]
<F1> Amount represents the additional after-tax contribution that would be 
     necessary to meet the ESOP debt service requirements under an assumed 
     conversion of the Series C preferred stock.

<F2> Calculations consider the September 27, 1996 common stock market price in 
     accordance with Emerging Issues Task Force Abstract No. 89-12.

<F3> Amount represents the weighted average number of common shares issued 
     assuming conversion of preferred stock outstanding.

<F4> Amount represents the additional number of common shares that would be 
     issued in order to satisfy the Series C preferred stock redemption price 
     guarantee.  This calculation considers only the number of preferred shares
     held by the ESOP that have been allocated to participants' accounts as of 
     September 30 of the respective year.