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EXHIBIT 11.1 - STATEMENT RE COMPUTATION OF PER SHARE EARNINGS 



FEDERAL-MOGUL CORPORATION AND SUBSIDIARIES



        FOR THE THREE MONTHS ENDED                  PRIMARY         FULLY DILUTED
                                                 --------------    --------------- 
                MARCH 31                          1997    1996      1997     1996
- ------------------------------------------       ------  ------    ------   ------


EARNINGS:  (In Millions)
                                                                   
  Net earnings                                   $ 13.9  $ 10.6    $ 13.9   $ 10.6 
  Series C preferred dividend requirements          (.6)    (.6)        -        -
  Series D preferred dividend requirements         (1.5)   (1.6)     (1.6)    (1.6)
  Additional required ESOP contribution <F1>          -       -       (.5)     (.5)
                                                  -----   -----     -----    -----

  Net earnings available for common 
    and equivalent shares                        $ 11.8  $  8.4    $ 11.9   $  8.5 
                                                  =====   =====     =====    =====


WEIGHTED AVERAGE SHARES:  (In Millions)

  Common shares outstanding                        35.1    35.0      35.1     35.0
  Dilutive stock options outstanding                 .1       -        .2        -
  Conversion of Series C preferred stock <F3>         -       -       1.6      1.8
  Contingent issuance of common stock to
    satisfy the redemption price guarantee <F2><F4>   -       -        .3       .6
                                                  -----   -----     -----    -----

  Common and equivalent shares outstanding         35.2    35.0      37.2     37.4
                                                  =====   =====     =====    =====


PER COMMON AND EQUIVALENT SHARE:

   Net earnings                                  $  .33  $  .24    $  .32   $  .23
                                                  =====   =====     =====    =====



[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 March 31, 1997 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 March 31 of the respective years.