POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS,  that each one of the undersigned directors
of FEDERAL-MOGUL  CORPORATION,  a Michigan  corporation,  which is about to file
with  the  Securities  and  Exchange  Commission,   Washington  D.C.  under  the
provisions of the Securities Exchange Act of 1934, as amended, the Corporation's
Annual  Report  on Form  10-K for the  year  ended  December  31,  1999,  hereby
nominates,  constitutes and appoints James J. Zamoyski and David M. Sherbin,  or
either of them, as his true and lawful attorney-in-fact,  with full power to act
and with full power of  substitution,  for him and in his name, place and stead,
to sign such Report and any and all amendments thereto,  and to file said Report
and each Amendment so signed, with all Exhibits thereto, with the Securities and
Exchange Commission.

     IN WITNESS  WHEREOF,  each of the  undersigned  has executed  this Power of
Attorney this 23rd day of February, 2000.


                           /s/ RICHARD A. SNELL
                          -----------------------------
                                Richard A. Snell
                          Chairman of the Board, Chief
                        Executive Officer, President and
                                    Director


/s/  JOHN J. FANNON                          /s/  ANTONIO MADERO
- - -----------------------------                -----------------------
John J. Fannon                               Antonio Madero
Director                                     Director


/s/  RODERICK M. HILLS                      /s/  ROBERT S. MILLER, JR.
- - --------------------------                  ------------------------------
Roderick M. Hills                           Robert S. Miller, Jr.
Director                                    Director


/s/  PAUL SCOTT LEWIS                       /s/  JOHN C. POPE
- - -------------------------                   ---------------------
Paul Scott Lewis                            John C. Pope
Director                                    Director



                          /s/ SIR GEOFFREY WHALEN C.B.E
                          -----------------------------
                           Sir Geoffrey Whalen C.B.E.
                                    Director