8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: January 6, 2006

(Date of earliest event reported)

FEDERAL-MOGUL CORPORATION

(Exact Name of Registrant as specified in its Charter)

Michigan

(State or Other Jurisdiction of Incorporation)

1-1511	38-0533580
(Commission File Number)	(IRS Employer Identification Number)

26555 Northwestern Highway, Southfield, Michigan	48034
(Address of Principal Executive Offices)	(Zip Code)

(248) 354-7700

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filings is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 2.05 Costs Associated with Exit or Disposal Activities

On January 6, 2006, as part of Federal-Mogul Corporation’s (the “Company”) global profitable growth strategy designed to expand in best cost manufacturing, engineering and service locations and in key growth markets, the Company has announced a restructuring plan. This plan could affect about 25 facilities and reduce the Company’s workforce by approximately 10% in the next three years. Details of the plan have not yet been finalized.

The Company anticipates recording charges for costs and expenses related to this restructuring plan in the current quarter and future periods. Costs likely to be incurred are generally expected to include certain severance costs, retention costs, benefit costs and impairment of the facilities and equipment involved. Preliminary cost estimates range from $125,000,000 to $150,000,000. Upon determining the ultimate costs associated with this restructuring, the Company will amend this Form. The Company is targeting completion of the restructuring plan by December 2008.

Statements contained in this report, which are not historical fact, constitute “Forward-Looking Statements.” Actual results may differ materially due to numerous important factors that are described in Federal-Mogul’s most recent report to the SEC on Form 10-K, which may be revised or supplemented in subsequent reports to the SEC on Forms 10-Q and 8-K. Federal-Mogul does not intend or assume any obligation to update any forward-looking statement to reflect events or circumstances after the date of this report except as required by law.

Item 2.06 Material Impairments.

The information set forth under Item 2.05 relating to impairment charges is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99.1    Press release dated January 6, 2006, furnished with this Form.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 6, 2006.

FEDERAL-MOGUL CORPORATION
By:	/s/ John J. Gasparovic
Name:	John J. Gasparovic
Title:	Senior Vice President and
	General Counsel

EX-99.1

Exhibit 99.1

Federal-Mogul Corporation Announces Restructuring Plan as Part of its Global Profitable Growth Strategy

Southfield, Michigan, January 6, 2006 . . . As part of Federal-Mogul Corporation’s (OTCBB:FDMLQ) global profitable growth strategy designed to satisfy customer and market expectations while improving corporate performance and expanding in key growth markets, the Company announced a three-year restructuring plan. The restructuring could affect about 25 facilities and reduce the Company’s workforce by approximately 10 percent by December 2008. Details of the plan have not been finalized.

The Company anticipates recording charges for costs and expenses related to this restructuring plan in the current quarter and future periods. Costs likely to be incurred are generally expected to include certain severance costs, retention costs, benefits costs and impairment of the facilities and equipment involved. Preliminary cost estimates range from $125,000,000 to $150,000,000.

“Our focus for the future will be on improving our performance in mature markets and expanding in key growth markets to be better positioned to serve our customers with our leading technology and world-class portfolio of quality products and services,” said Chairman, President and Chief Executive Officer José Maria Alapont. “While these decisions are difficult, our drive for global profitable growth is dependent on implementing strategies that continue to strengthen our competitiveness and profitability in this market environment.”

During the fourth quarter of 2005, Federal-Mogul continued to make significant advancement toward emergence from Chapter 11 in the U.S. and Administration in the UK.

“We are pleased with the progress in our emergence proceedings and implementation of our global profitable growth strategy as we continue to develop best cost manufacturing, service and engineering operations,” Alapont said.

About Federal-Mogul

Federal-Mogul is a global supplier of automotive components, systems and modules serving the world’s original equipment manufacturers and the global aftermarket. The company utilizes its engineering and materials expertise, proprietary technology, manufacturing skill, distribution flexibility and marketing power to deliver products, brands and services of value to its customers. Federal-Mogul is focused on global profitable growth to create value for and bring greater satisfaction to its customers, employees, and stakeholders.

Headquartered in Southfield, Michigan, Federal-Mogul was founded in Detroit in 1899. On October 1, 2001, Federal-Mogul decided to separate its asbestos liabilities from its true operating potential by voluntarily filing for financial restructuring under Chapter 11 of the Bankruptcy Code in the United States and Administration in the United Kingdom. For more information on Federal-Mogul, visit the Company’s Web site at http://www.federal-mogul.com