LIMITED POWER OF ATTORNEY
CONFIRMING STATEMENT



This Statement confirms that the undersigned, Constantin A. Keen,
has authorized and designated Robert N. Edwards, Esq., an Attorney
at Law of New Jersey, to execute and file on the undersigned's behalf
on Forms 3, 4 and 5 (including any amendments thereto) that the
undersigned may be required to file with the U.S. Securities and
Exchange Commission as a result of the undersigned's ownership
of, or transactions in, securities of Fedders Corporation.  The
authority of Mr. Edwards under this Statement shall continue until
revoked in writing by the undersigned.  The undersigned acknowledges
that Mr. Edwards is not assuming any of the undersigned's responsibilities
to comply with Section 16 of the Securities Exchange Act of 1934.




				/s/ Constantin A. Keen
Date: ____________________	____________________________
				Constantin A. Keen