January 10, 2006


VIA U.S. MAIL AND FACSIMILE

Mr. John Cash, Accounting Branch Chief
United States Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549-0510

      Re:   Response to December 9, 2005 letter on Form 10-K for Fiscal Year
            Ended December 31, 2005
      Filed: September 30, 2005
      File  No. 1-8831

Dear Mr. Cash,

      Set forth below is the Company's response to the comments raised in your
letter. All financial figures in our response are presented in thousands of
dollars. For your convenience, we have provided your comment followed by our
response in italics.

Backlog, page 4

1.    We note your response to prior comment 1. Given the further decline in
      your backlog from December 31, 2004, please amend your filing to disclose
      the backlog information that you provided supplementally in your response

      We have amended the Form 10-K filing to include supplemental backlog
      information.

Management's Report on Internal Control Over Financial Reporting, page 22

2.    We note from your response to prior comment 4 that you in fact completed
      your assessment of the effectiveness of internal control over financial
      reporting by April 15, 2005. Please tell us and disclose why your 2004
      Form 10-K filed on September 30, 2005 was not updated to reflect your
      completed assessment and why the auditors' opinion also dated September
      30, 2005 disclaimed an opinion of management's assessment due to a scope
      limitation. Amend your filing as appropriate to include your completed
      management report and the related auditor's attestation report.


 We have amended the filing to describe the process by which the Company
      determined that its assessment, initially submitted on April 15, 2005, was
      incomplete. As the audit process continued, our ongoing discussions with
      Deloitte & Touche caused us to conclude that the assessment submitted on
      April 15, 2005 was incomplete and resulted in our agreement on the
      material weaknesses disclosed in the Form 10-K. What was disclosed in the
      Form 10-K represented our position with respect to whether the assessment
      was complete and the material weaknesses as of the day the form was filed.

Changes in Internal Control Over Financial Reporting, page 28

3.    We note your response to prior comment 5. Please amend your filing to
      disclose the remediation efforts that you described supplementally in your
      response.

      We have amended the filing to disclose the remediation efforts described
      in our supplemental response.

Reportable Segments, page F-18
Summary of Net Sales by Geographic Area, page F-20

4.    In future filings disclose the basis for attributing net sales to
      individual countries in accordance with the last sentence of paragraph 38a
      of SFAS 131 in addition to your proposed tabular disclosure of net sales
      by geographic area. See paragraph 106 of SFAS 131 concerning net sales
      attribution.

      In future filings we will disclose the basis for attributing net sales to
      individual countries in accordance with the last sentence of paragraph 38a
      of SFAS 131 in addition to the proposed tabular disclosure of net sales by
      geographic area.

Exhibits 31.1 and 31.2

5.    Amend your 302 certifications to conform wording to language provided in
      Item 601(31) of Regulation S-K when you file your Form 10-K/A for the year
      ended December 31, 2004.

      We have amended our 302 certifications to conform wording to language
      provided in Item 601(31) of Regulation S-K in Form 10-K/A for the year
      ended December 31, 2004.

      Enclosed is a copy of the Form 10-K/A marked to show changes from the Form
      10-K described in this letter.


The Company recognizes that it is responsible for the adequacy and accuracy of
the disclosure in their filings; that staff comments or changes to disclosure in
response to staff comments do not foreclose the Commission from taking any
action with respect to the filing; and that the Company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

Sincerely,


Robert L. Laurent, Jr.                  Cc:    J. Welter - Deloitte & Touche
Chief Financial Officer                        K. Sell - Deloitte & Touche
Fedders Corporation