1
 
                                  NYCOR, INC.
                                287 CHILDS ROAD
                        BASKING RIDGE, NEW JERSEY 07920
                                 (908) 953-8200
 
   
                                                                    May 11, 1996
    
 
Dear Fellow Stockholder:
 
   
     On behalf of the Board of Directors, we cordially invite you to attend a
Special Meeting of Stockholders of NYCOR, Inc. ("NYCOR") to be held at 10:30
a.m. on Tuesday, July 9, 1996 at the Somerset Hills Hotel, 200 Liberty Corner
Road, Warren, NJ 07060.
    
 
     The purpose of the meeting is to vote on a proposal to approve the merger
of NYCOR into Fedders Corporation ("Fedders").
 
     THE BOARD OF DIRECTORS OF NYCOR BELIEVES THAT THE MERGER IS THE BEST METHOD
TO CREATE VALUE FOR NYCOR'S STOCKHOLDERS. THE BOARD OF DIRECTORS HAS CONCLUDED
THAT, ALTHOUGH THE CURRENT STRATEGIES OF ITS OPERATING UNITS ARE SOUND, THE
POTENTIAL FOR GROWTH OF ITS BUSINESSES, PARTICULARLY ROTOREX, WILL BE ENHANCED
AS PART OF A LARGER, FINANCIALLY SOUND COMPANY SUCH AS FEDDERS. AS A RESULT OF
THE MERGER, NYCOR'S STOCKHOLDERS WILL RECOGNIZE VALUE IN THEIR STOCK AND HAVE
THE OPPORTUNITY TO PARTICIPATE IN THAT GROWTH AS STOCKHOLDERS OF FEDDERS, THE
LARGEST MANUFACTURER OF ROOM AIR CONDITIONERS IN NORTH AMERICA AND A MAJOR
PARTICIPANT IN THE WORLD-WIDE AIR CONDITIONER MARKETS. THEREFORE, THE BOARD OF
DIRECTORS HAS CONCLUDED THAT THE MERGER IS IN THE BEST INTERESTS OF NYCOR'S
STOCKHOLDERS AND STRONGLY RECOMMENDS THAT YOU VOTE, OR INSTRUCT YOUR BROKER OR
NOMINEE TO VOTE, FOR THIS PROPOSAL.
 
     IF YOUR SHARES ARE HELD IN THE NAME OF YOUR BROKER OR A NOMINEE, THEY CAN
ONLY BE VOTED ON THIS PROPOSAL WITH YOUR SPECIFIC INSTRUCTIONS.
 
     The accompanying Notice of Special Meeting and Proxy Statement-Prospectus
contain information about the merger. We urge you to review carefully such
information, and the information in the appendices to the Proxy
Statement-Prospectus. Certain information about Fedders and NYCOR is
incorporated by reference to filings made under the Securities Exchange Act of
1934. Copies of such materials are available as indicated in the accompanying
Proxy Statement-Prospectus under "Available Information."
 
     EVEN IF YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE COMPLETE THE
ENCLOSED PROXY, SIGN, DATE AND MAIL IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID,
RETURN ADDRESSED ENVELOPE. IF YOU DO ATTEND THE MEETING AND WISH TO VOTE IN
PERSON, YOUR PROXY CAN BE REVOKED AT YOUR REQUEST.
 
Sincerely,
 
SALVATORE GIORDANO                                             SAL GIORDANO, JR.
Chairman of the Board                                              Vice Chairman