1
 
                              FEDDERS CORPORATION
                        LIBERTY CORNER, NEW JERSEY 07938
 
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                NOTICE OF ANNUAL MEETING OF FEDDERS STOCKHOLDERS
   
                           TO BE HELD ON MAY 31, 1996
    
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     NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Fedders
Corporation (the "Company") will be held at the Somerset Hills Hotel, 200
Liberty Corner Road, Warren, NJ 07060 on Friday, May 31, 1996 at 2:00 p.m. for
the following purposes:
    
 
          1. To consider and act upon a proposal to approve the agreement and
     plan of merger between the Company and NYCOR, Inc. and the merger of NYCOR,
     Inc. into the Company;
 
          2. To elect three (3) directors to serve for a term of three (3) years
     and until their successors shall be elected and shall have qualified;
 
          3. To consider and act upon a proposal to amend the Company's Restated
     Certificate of Incorporation to increase the number of authorized shares of
     the Company's Common, Class A and Preferred Stock;
 
          4. To consider and act upon a proposal to approve the adoption of the
     Company's Stock Option Plan
     VIII;
 
          5. To ratify the appointment of BDO Seidman, LLP as the Company's
     independent auditors for the ensuing fiscal year; and
 
          6. To transact such other business as may properly come before the
     meeting or any adjournment thereof.
 
   
     The close of business on April 1, 1996 has been fixed as the record date
for the determination of the holders of shares of the Company's Common Stock,
Class B Stock and Class A Stock (on the proposal to increase the number of
authorized shares of Class A Stock) entitled to notice of, and to vote at, the
Annual Meeting. A list of the stockholders entitled to vote at the Annual
Meeting will be available during the period ten (10) days prior to the date of
the Annual Meeting for examination by any stockholder, for any purpose germane
to the Annual Meeting, during ordinary business hours at the offices of the
Company, Westgate Corporate Center, 505 Martinsville Road, Liberty Corner, New
Jersey 07938.
    
 
                                          By order of the Board of Directors
 
                                          S. A. MUSCARNERA
                                          Secretary
 
   
Dated: April 3, 1996
    
       Liberty Corner, New Jersey
 
     IMPORTANT: THE BOARD OF DIRECTORS INVITES YOU TO ATTEND THE MEETING IN
PERSON, BUT IF YOU ARE UNABLE TO BE PERSONALLY PRESENT, PLEASE DATE, SIGN AND
RETURN THE ENCLOSED PROXY IMMEDIATELY. NO POSTAGE IS REQUIRED IF THE PROXY IS
RETURNED IN THE ENCLOSED ENVELOPE AND MAILED IN THE UNITED STATES.