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                               August 23, 1997
(Date of earliest event reported)


                   GENERAL SIGNAL CORPORATION
     (exact name of registrant as specified in its charter)


                            NEW YORK
         (State or other jurisdiction of incorporation)


     1-996                                      16-0445660
(Commission File Number)                     (IRS Employer
                                             Identification
                                             Number)

P.O. Box 10010
HIGH RIDGE PARK, STAMFORD, CONNECTICUT               06904
(Address of principal executive offices)           (Zip Code)



                         (203) 329-4100
      (Registrant's telephone number, including area code)


Item 2.  Acquisition or Disposition of Assets.

     (a)  On August 23, 1997, General Signal Corporation (the
"Company"), together with its wholly owned subsidiaries, General
Signal Limited, a Canadian corporation, Aurora/Hydromatic Pumps
Inc., a Delaware corporation and Fairbanks Morse Pump
Corporation, a Kansas corporation (collectively, "Sellers"),
completed the sale to Pentair Pump Group, Inc. ("Buyer"), a
Minnesota corporation and a wholly owned subsidiary of Pentair,
Inc., a Minnesota corporation ("Pentair"), of the General Signal
Pump Group on the terms of a Purchase Agreement dated as of July
18, 1997 by and among Sellers and Pentair, a copy of which is
filed herewith as Exhibit 2.1 and incorporated herein by this
reference.  The sales price was approximately $200 million,
subject to final balance sheet adjustments, including payments
under lease agreements relating to certain facilities owned by
Sellers.  The consideration paid in the sale was determined
through arms-length negotiations between the Company and Pentair.

     (b)  Not applicable.

Item 7.  Financial Statements and Exhibits.

     (a) Not applicable.

     (b) The pro forma financial information furnished herein
reflects the disposition of the General Signal Pump Group on the
Company's consolidated financial statements.

                                                      Page Number
Unaudited Pro Forma Consolidated Balance
  Sheet at June 30, 1997                                    F-2
Unaudited Pro Forma Consolidated Statement of
  Earnings for the Six Month Period Ended June 30, 1997     F-4
Unaudited Pro Forma Consolidated Statement of
  Earnings for the Year Ended December 31, 1996             F-5

     (c)  The exhibits furnished in connection with this Report
are as follows:

     Exhibit
     Number                   Description

     2.1            Purchase Agreement dated as of July 18, 1997 among
                    General Signal Corporation, General Signal Limited,
                    Aurora/Hydromatic Pumps Inc., Fairbanks Morse Pump
                    Corporation and Pentair, Inc.

     99.1           Press Release dated July 21, 1997.

     99.2           Press Release dated August 25, 1997.

  

   
                         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 thereunto duly authorized.


                              GENERAL SIGNAL CORPORATION
                              (Registrant)



Date:    September 8, 1997         By: /s/ Raymond L.  Arthur

                                     Raymond L. Arthur
                                     Vice President and Controller


    GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
              Pro Forma Consolidated Financial Data

The following unaudited pro forma consolidated statements of
earnings of General Signal Corporation for the six month period
ended June 30, 1997 and for the year ended December 31, 1996
present the results of the company as if its sale of the General
Signal Pump Group had occurred as of January 1, 1997 and January
1, 1996, respectively.  The accompanying unaudited pro forma
consolidated balance sheet as of June 30, 1997 gives effect to
the sale as if it had occurred on June 30, 1997.

The pro forma data do not purport to represent what the company's
financial position or results of operations actually would have
been had the sale in fact occurred on the dates indicated, or to
project the company's financial position or results of operations
for any future date or period.  The pro forma adjustments are
based on available information and certain assumptions that the
company currently believes are reasonable in the circumstances.
Further, the pro forma adjustments related to the pro forma
consolidated statements of earnings do not give effect to any
nonrecurring/unusual restructuring charges resulting from the
sale.  The unaudited pro forma condensed consolidated financial
information should be read in conjunction with the accompanying
notes thereto, the separate historical financial statements of
the company as of and for the six month period ended June 30,
1997 which are contained in the company's quarterly report on
Form 10-Q filed for the second quarter and six month period ended
June 30, 1997, and the separate historical financial statements
of the company as of and for the year ended December 31, 1996
which are contained in the company's annual report on Form 10-K
for the year ended December 31, 1996.

The pro forma adjustments and the pro forma amounts are provided
for informational purposes only, and the company's financial
statements will reflect the effects of the sale from August 23,
1997, the effective date of such sale.
                                


         GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
                   Pro Forma Consolidated Balance Sheet
                               (In millions)
                                (Unaudited)
                                                    June 30, 1997
                                                    Pro Forma       As
                                        Historical  Adjustments    Adjusted
   Assets                                                            
   Current assets:                                                       
      Cash and cash equivalents            $ 24.3   $ 58.2   (a)  $  82.5
      Accounts receivable, net              362.4    (37.1)  (b)    325.3
      Inventories, net                      242.6    (29.0)  (c)    213.6
      Prepaid expenses and other                                         
         current assets                      22.4      0.9   (d)     23.3
      Deferred income taxes                  51.6      2.1   (e)     53.7
                                          --------                 --------    
         Total current assets               703.3                   698.4
                                          --------                 --------     
   Property, plant and equipment, net of                                 
      accumulated depreciation and          
      amortization	                   			   305.8    (31.7)  (f)	   274.1	
   Intangibles, net of accumulated          
   amortization	                            366.5    (64.7)  (g)    301.8
   Other assets                             174.3     14.4   (h)    188.7
                                          --------                 --------     
   Total assets                          $1,549.9                $ 1,463.0
                                  						=========               ==========   			

  Liabilities and Shareholders' equity                               
                                                                         
  Current liabilities:                                                   
     Short-term borrowings and current                                   
        maturities of long-term debt       $  9.1                  $  9.1
     Accounts payable                       180.9    (15.3)  (i)    165.6
     Accrued expenses                       193.3      7.3   (j)    200.6
     Income taxes                            28.0      51.6  (k)     79.6
                                           --------                -------     
        Total current liabilities           411.3                   454.9
                                           --------                -------  
  Long-term debt, less current
     maturities                             243.2   (140.1)  (l)    103.1
  Accrued post-retirement and post-                                      
  employment obligations                    128.1     (2.6)  (m)    125.5
  Deferred income taxes                      28.1     (1.2)  (n)     26.9
  Other liabilities                          16.8     (1.9)  (o)     14.9
                                           --------               --------     
        Total long-term liabilities         416.2                   270.4
                                           --------               --------
  Shareholders' equity:
     Common stock                            78.4                    78.4
     Additional paid-in capital             360.8                   360.8
     Retained earnings                      700.2      15.3  (p)    715.5
     Cumulative translation adjustments      (5.5)                   (5.5)
     Common stock in treasury              (411.5)                 (411.5)
                                          ---------               ---------    
        Total shareholders' equity          722.4                   737.7
                                          ---------               ---------     
  Total liabilities and shareholders'                            
           equity                         $1,549.9               $1,463.0     
                                          =========              ==========
See accompanying notes to the June 30, 1997 unaudited pro forma consolidated
balance sheet.




Notes to the June 30, 1997 Unaudited Pro Forma Consolidated
Balance Sheet

The following are explanations of the adjustments reflected on
the unaudited pro forma consolidated balance sheet (dollars in millions):

(a)  Amount of cash proceeds set aside to pay income taxes,
     severance costs and related transaction costs.
(b)  Reflects pro forma adjustment to record sale of accounts
     receivable.
(c)  Reflects pro forma adjustment to record sale of inventory.
(d)  Reflects pro forma adjustments to record sale of prepaid
     expenses ($0.2) and to record current portion of lease receivable
     related to the land and building ($1.1).
(e)  Reflects pro forma adjustments to record deferred tax assets
     for reserves established at date of sale ($3.6) and to transfer
     recorded deferred tax assets to income taxes payable ($1.5).
(f)  Reflects pro forma adjustments of property, plant and
     equipment sold ($20.7), record the buildings and land as a
     capital lease ($9.3) and write off impaired retained assets
     ($1.7).
(g)  Reflects pro forma adjustment to record sale of intangibles.
(h)  Reflects pro forma adjustments to record sale of other
     assets ($0.3), write off deferred professional fees ($0.9) and to
     record long term lease receivable on the lease of the land and
     buildings ($15.6).
(i)  Reflects pro forma adjustments to record the assumption of
     accounts payable by the Buyer.
(j)  Reflects pro forma adjustments to record the assumption of
     accrued expenses by the Buyer ($8.3), and to set up accruals for
     severance, transaction costs and other contingencies ($15.6).
(k)  Reflects pro forma adjustments to record income tax payable
     on the gain ($49.9) and to transfer recorded deferred tax assets
     and liabilities to income taxes payable ($1.7).
(l)  Reflects pro forma adjustments to record retirement of long-
     term debt with net proceeds ($140.0) and to record the assumption
     of long term debt by the Buyer ($0.1).  On June 19, 1997, the
     Board of Directors approved a stock buy-back program of up to
     $150.0 subject to the consummation of the General Signal Pump
     business divestiture which is not reflected in the accompanying
     pro forma consolidated balance sheet.
(m)  Reflects pro forma adjustment to record curtailment gain on
     other post employment benefits.
(n)  Reflects pro forma adjustments to record deferred tax
     liability on land and building lease ($2.0) and to transfer
     recorded deferred tax liability to income taxes payable ($3.2).
(o)  Reflects pro forma adjustment to record curtailment gain on
     pension plan.
(p)  Reflects pro forma adjustment to record after tax gain on
     sale of business.



         GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
               Pro Forma Consolidated Statement of Earnings
               For the Six Month Period Ended June 30, 1997
                   (In millions, except per share data)
                                (Unaudited)
     

                                                   June 30, 1997
                                                     Pro Forma       As
                                        Historical   Adjustments    Adjusted
  Net sales                               $1,045.2   $(104.3)  (a)   $ 940.9
                                          ---------                  --------
                                                                          
  Cost of sales                              733.2     (83.1)  (a)     650.1
                                                                          
  Selling, general and administrative        
  expenses	                                  206.1     (12.4)  (a)     193.7
                                            --------                  -------
                                             939.3                     843.8
                                            -------                   -------
  Operating earnings                         105.9                      97.1
                                                                          
  Interest expense, net                        8.0      (4.3)  (b)       3.7
                                            -------                   -------   
  Earnings before income taxes                97.9                      93.4
                                                                          
  Income taxes                                39.2      (1.8)  (c)      37.4
                                             -------                  -------   
  Net earnings                               $58.7                     $56.0
                                            ========                  =======   
  Net earnings per share                     $1.15                     $1.09
                                            ========                  =======   
  Average shares outstanding                  51.2                      51.2
                                     						  ========	                =======
Notes to the June 30, 1997 Unaudited Pro Forma Consolidated Statement of
Earnings

The following are explanations of the adjustments reflected on the unaudited
pro forma consolidated statement of earnings:

(a)  Reflects pro forma adjustment to remove results of operations of the
     General Signal Pump Group for the six months ended June 30, 1997.  These
     amounts exclude $1.4 of corporate allocations for services incurred on
     behalf of the General Signal Pump Group during the period which may not be
     incurred in the future.
(b)  Reflects pro forma adjustments to record lower interest expense from
     the retirement of long-term debt ($3.9) and interest income on the capital
     lease for the land and buildings ($0.4).  On June 19, 1997, the Board of
     Directors approved a stock buy-back program of up to $150.0 subject to the
     consummation of the General Signal Pump business divestiture, which is not
     reflected in the accompanying pro forma consolidated statement of earnings.
(c)  Reflects pro forma adjustment to record the income tax effect of the
     pro forma adjustments described in (a) and (b) above.




         GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
               Pro Forma Consolidated Statement of Earnings
                   For the year ended December 31, 1996
                   (In millions, except per share data)
                                (Unaudited)
                                     
                                                
                                                 December 31, 1996
                                                    Pro Forma        As
                                        Historical Adjustments     Adjusted
                                           
  Net sales                               $2,065.0   $(200.7) (a)  $1,864.3
                                          --------                ---------     
                                                                          
  Cost of sales                            1,435.7    (153.4) (a)   1,282.3
                                                                          
  Selling, general and administrative       
  expenses                                  406.2      (26.4) (a)     379.8
                                                                          
  Gain on disposition                       (20.8)                    (20.8)
                                           --------                 ---------   
                                           1,821.1                    1,641.3
                                           --------                 ---------   
  Operating earnings                         243.9                      223.0
                                                                          
  Interest expense, net                       21.5     (8.5)  (b)        13.0
                                           --------                 ---------   
  Earnings before income taxes               222.4                      210.0
                                                                          
  Income taxes                                89.0     (5.0)  (c)        84.0
                                           --------                 ---------   
  Net earnings                              $133.4                     $126.0
                                           ========                 =========   
  Net earnings per share                     $2.68                      $2.54
                                           ========                 =========   
  Average shares outstanding                 49.7                        49.7
                                           ========                 ===========
Notes to the December 31, 1996 Unaudited Pro Forma Consolidated Statement
of Earnings


The following are explanations of the adjustments reflected on the unaudited 
pro forma consolidated statement of earnings:

(a)  Reflects pro forma adjustment to remove results of operations of the
     General Signal Pump Group for the year ended December 31, 1996.  These
     amounts exclude $2.3 of corporate allocations for services incurred on
     behalf of the General Signal Pump Group during the period which may not be
     incurred in the future.
(b)  Reflects pro forma adjustments to record lower interest expense from
     the retirement of long-term debt ($7.6) and interest income on the capital
     lease for the land and buildings ($0.9).  On June 19, 1997, the Board of
     Directors approved a stock buy-back program of up to $150.0 subject to the
     consummation of the General Signal Pump business divestiture, which is not
     reflected in the accompanying pro forma consolidated statement of earnings.
(c)  Reflects pro forma adjustment to record the income tax effect of the
     pro forma adjustments described in (a) and (b) above.
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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                               August 23, 1997
(Date of earliest event reported)

                   GENERAL SIGNAL CORPORATION
     (exact name of registrant as specified in its charter)

                            NEW YORK
         (State or other jurisdiction of incorporation)

     1-996                                      16-0445660
(Commission File Number)                     (IRS Employer
                                             Identification
                                             Number)

P.O. Box 10010
HIGH RIDGE PARK, STAMFORD, CONNECTICUT               06904
(Address of principal executive offices)           (Zip Code)

                         (203) 329-4100
      (Registrant's telephone number, including area code)

Item 2.  Acquisition or Disposition of Assets.

     (a)  On August 23, 1997, General Signal Corporation (the
"Company"), together with its wholly owned subsidiaries, General
Signal Limited, a Canadian corporation, Aurora/Hydromatic Pumps
Inc., a Delaware corporation and Fairbanks Morse Pump
Corporation, a Kansas corporation (collectively, "Sellers"),
completed the sale to Pentair Pump Group, Inc. ("Buyer"), a
Minnesota corporation and a wholly owned subsidiary of Pentair,
Inc., a Minnesota corporation ("Pentair"), of the General Signal
Pump Group on the terms of a Purchase Agreement dated as of July
18, 1997 by and among Sellers and Pentair, a copy of which is
filed herewith as Exhibit 2.1 and incorporated herein by this
reference.  The sales price was approximately $200 million,
subject to final balance sheet adjustments, including payments
under lease agreements relating to certain facilities owned by
Sellers.  The consideration paid in the sale was determined
through arms-length negotiations between the Company and Pentair.

     (b)  Not applicable.

Item 7.  Financial Statements and Exhibits.

     (a) Not applicable.

     (b) The pro forma financial information furnished herein
reflects the disposition of the General Signal Pump Group on the
Company's consolidated financial statements.

                                                      Page Number
Unaudited Pro Forma Consolidated Balance
  Sheet at June 30, 1997                                    F-2
Unaudited Pro Forma Consolidated Statement of
  Earnings for the Six Month Period Ended June 30, 1997     F-4
Unaudited Pro Forma Consolidated Statement of
  Earnings for the Year Ended December 31, 1996             F-5

     (c)  The exhibits furnished in connection with this Report
are as follows:

     Exhibit
     Number                   Description

     2.1            Purchase Agreement dated as of July 18, 1997 among
                    General Signal Corporation, General Signal Limited,
                    Aurora/Hydromatic Pumps Inc., Fairbanks Morse Pump
                    Corporation and Pentair, Inc.

     99.1           Press Release dated July 21, 1997.

     99.2           Press Release dated August 25, 1997.

  

   
                         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 thereunto duly authorized.

                              GENERAL SIGNAL CORPORATION
                              (Registrant)

Date:    September 8, 1997         By: /s/ Raymond L.  Arthur

                                     Raymond L. Arthur
                                     Vice President and Controller

    GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
              Pro Forma Consolidated Financial Data

The following unaudited pro forma consolidated statements of
earnings of General Signal Corporation for the six month period
ended June 30, 1997 and for the year ended December 31, 1996
present the results of the company as if its sale of the General
Signal Pump Group had occurred as of January 1, 1997 and January
1, 1996, respectively.  The accompanying unaudited pro forma
consolidated balance sheet as of June 30, 1997 gives effect to
the sale as if it had occurred on June 30, 1997.

The pro forma data do not purport to represent what the company's
financial position or results of operations actually would have
been had the sale in fact occurred on the dates indicated, or to
project the company's financial position or results of operations
for any future date or period.  The pro forma adjustments are
based on available information and certain assumptions that the
company currently believes are reasonable in the circumstances.
Further, the pro forma adjustments related to the pro forma
consolidated statements of earnings do not give effect to any
nonrecurring/unusual restructuring charges resulting from the
sale.  The unaudited pro forma condensed consolidated financial
information should be read in conjunction with the accompanying
notes thereto, the separate historical financial statements of
the company as of and for the six month period ended June 30,
1997 which are contained in the company's quarterly report on
Form 10-Q filed for the second quarter and six month period ended
June 30, 1997, and the separate historical financial statements
of the company as of and for the year ended December 31, 1996
which are contained in the company's annual report on Form 10-K
for the year ended December 31, 1996.

The pro forma adjustments and the pro forma amounts are provided
for informational purposes only, and the company's financial
statements will reflect the effects of the sale from August 23,
1997, the effective date of such sale.
                                

         GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
                   Pro Forma Consolidated Balance Sheet
                               (In millions)
                                (Unaudited)
                                                    June 30, 1997
                                                    Pro Forma       As
                                        Historical  Adjustments    Adjusted
   Assets                                                            
   Current assets:                                                       
      Cash and cash equivalents            $ 24.3   $ 58.2   (a)  $  82.5
      Accounts receivable, net              362.4    (37.1)  (b)    325.3
      Inventories, net                      242.6    (29.0)  (c)    213.6
      Prepaid expenses and other                                         
         current assets                      22.4      0.9   (d)     23.3
      Deferred income taxes                  51.6      2.1   (e)     53.7
                                          --------                 --------    
         Total current assets               703.3                   698.4
                                          --------                 --------     
   Property, plant and equipment, net of                                 
      accumulated depreciation and          
      amortization	                   			   305.8    (31.7)  (f)	   274.1	
   Intangibles, net of accumulated          
   amortization	                            366.5    (64.7)  (g)    301.8
   Other assets                             174.3     14.4   (h)    188.7
                                          --------                 --------     
   Total assets                          $1,549.9                $ 1,463.0
                                  						=========               ==========   			

  Liabilities and Shareholders' equity                               
                                                                         
  Current liabilities:                                                   
     Short-term borrowings and current                                   
        maturities of long-term debt       $  9.1                  $  9.1
     Accounts payable                       180.9    (15.3)  (i)    165.6
     Accrued expenses                       193.3      7.3   (j)    200.6
     Income taxes                            28.0      51.6  (k)     79.6
                                           --------                -------     
        Total current liabilities           411.3                   454.9
                                           --------                -------  
  Long-term debt, less current
     maturities                             243.2   (140.1)  (l)    103.1
  Accrued post-retirement and post-                                      
  employment obligations                    128.1     (2.6)  (m)    125.5
  Deferred income taxes                      28.1     (1.2)  (n)     26.9
  Other liabilities                          16.8     (1.9)  (o)     14.9
                                           --------               --------     
        Total long-term liabilities         416.2                   270.4
                                           --------               --------
  Shareholders' equity:
     Common stock                            78.4                    78.4
     Additional paid-in capital             360.8                   360.8
     Retained earnings                      700.2      15.3  (p)    715.5
     Cumulative translation adjustments      (5.5)                   (5.5)
     Common stock in treasury              (411.5)                 (411.5)
                                          ---------               ---------    
        Total shareholders' equity          722.4                   737.7
                                          ---------               ---------     
  Total liabilities and shareholders'                            
           equity                         $1,549.9               $1,463.0     
                                          =========              ==========
See accompanying notes to the June 30, 1997 unaudited pro forma consolidated
balance sheet.

Notes to the June 30, 1997 Unaudited Pro Forma Consolidated
Balance Sheet

The following are explanations of the adjustments reflected on
the unaudited pro forma consolidated balance sheet (dollars in millions):

(a)  Amount of cash proceeds set aside to pay income taxes,
     severance costs and related transaction costs.
(b)  Reflects pro forma adjustment to record sale of accounts
     receivable.
(c)  Reflects pro forma adjustment to record sale of inventory.
(d)  Reflects pro forma adjustments to record sale of prepaid
     expenses ($0.2) and to record current portion of lease receivable
     related to the land and building ($1.1).
(e)  Reflects pro forma adjustments to record deferred tax assets
     for reserves established at date of sale ($3.6) and to transfer
     recorded deferred tax assets to income taxes payable ($1.5).
(f)  Reflects pro forma adjustments of property, plant and
     equipment sold ($20.7), record the buildings and land as a
     capital lease ($9.3) and write off impaired retained assets
     ($1.7).
(g)  Reflects pro forma adjustment to record sale of intangibles.
(h)  Reflects pro forma adjustments to record sale of other
     assets ($0.3), write off deferred professional fees ($0.9) and to
     record long term lease receivable on the lease of the land and
     buildings ($15.6).
(i)  Reflects pro forma adjustments to record the assumption of
     accounts payable by the Buyer.
(j)  Reflects pro forma adjustments to record the assumption of
     accrued expenses by the Buyer ($8.3), and to set up accruals for
     severance, transaction costs and other contingencies ($15.6).
(k)  Reflects pro forma adjustments to record income tax payable
     on the gain ($49.9) and to transfer recorded deferred tax assets
     and liabilities to income taxes payable ($1.7).
(l)  Reflects pro forma adjustments to record retirement of long-
     term debt with net proceeds ($140.0) and to record the assumption
     of long term debt by the Buyer ($0.1).  On June 19, 1997, the
     Board of Directors approved a stock buy-back program of up to
     $150.0 subject to the consummation of the General Signal Pump
     business divestiture which is not reflected in the accompanying
     pro forma consolidated balance sheet.
(m)  Reflects pro forma adjustment to record curtailment gain on
     other post employment benefits.
(n)  Reflects pro forma adjustments to record deferred tax
     liability on land and building lease ($2.0) and to transfer
     recorded deferred tax liability to income taxes payable ($3.2).
(o)  Reflects pro forma adjustment to record curtailment gain on
     pension plan.
(p)  Reflects pro forma adjustment to record after tax gain on
     sale of business.

         GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
               Pro Forma Consolidated Statement of Earnings
               For the Six Month Period Ended June 30, 1997
                   (In millions, except per share data)
                                (Unaudited)
     

                                                   June 30, 1997
                                                     Pro Forma       As
                                        Historical   Adjustments    Adjusted
  Net sales                               $1,045.2   $(104.3)  (a)   $ 940.9
                                          ---------                  --------
                                                                          
  Cost of sales                              733.2     (83.1)  (a)     650.1
                                                                          
  Selling, general and administrative        
  expenses	                                  206.1     (12.4)  (a)     193.7
                                            --------                  -------
                                             939.3                     843.8
                                            -------                   -------
  Operating earnings                         105.9                      97.1
                                                                          
  Interest expense, net                        8.0      (4.3)  (b)       3.7
                                            -------                   -------   
  Earnings before income taxes                97.9                      93.4
                                                                          
  Income taxes                                39.2      (1.8)  (c)      37.4
                                             -------                  -------   
  Net earnings                               $58.7                     $56.0
                                            ========                  =======   
  Net earnings per share                     $1.15                     $1.09
                                            ========                  =======   
  Average shares outstanding                  51.2                      51.2
                                     						  ========	                =======
Notes to the June 30, 1997 Unaudited Pro Forma Consolidated Statement of
Earnings

The following are explanations of the adjustments reflected on the unaudited
pro forma consolidated statement of earnings:

(a)  Reflects pro forma adjustment to remove results of operations of the
     General Signal Pump Group for the six months ended June 30, 1997.  These
     amounts exclude $1.4 of corporate allocations for services incurred on
     behalf of the General Signal Pump Group during the period which may not be
     incurred in the future.
(b)  Reflects pro forma adjustments to record lower interest expense from
     the retirement of long-term debt ($3.9) and interest income on the capital
     lease for the land and buildings ($0.4).  On June 19, 1997, the Board of
     Directors approved a stock buy-back program of up to $150.0 subject to the
     consummation of the General Signal Pump business divestiture, which is not
     reflected in the accompanying pro forma consolidated statement of earnings.
(c)  Reflects pro forma adjustment to record the income tax effect of the
     pro forma adjustments described in (a) and (b) above.

         GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
               Pro Forma Consolidated Statement of Earnings
                   For the year ended December 31, 1996
                   (In millions, except per share data)
                                (Unaudited)
                                     
                                                
                                                 December 31, 1996
                                                    Pro Forma        As
                                        Historical Adjustments     Adjusted
                                           
  Net sales                               $2,065.0   $(200.7) (a)  $1,864.3
                                          --------                ---------     
                                                                          
  Cost of sales                            1,435.7    (153.4) (a)   1,282.3
                                                                          
  Selling, general and administrative       
  expenses                                  406.2      (26.4) (a)     379.8
                                                                          
  Gain on disposition                       (20.8)                    (20.8)
                                           --------                 ---------   
                                           1,821.1                    1,641.3
                                           --------                 ---------   
  Operating earnings                         243.9                      223.0
                                                                          
  Interest expense, net                       21.5     (8.5)  (b)        13.0
                                           --------                 ---------   
  Earnings before income taxes               222.4                      210.0
                                                                          
  Income taxes                                89.0     (5.0)  (c)        84.0
                                           --------                 ---------   
  Net earnings                              $133.4                     $126.0
                                           ========                 =========   
  Net earnings per share                     $2.68                      $2.54
                                           ========                 =========   
  Average shares outstanding                 49.7                        49.7
                                           ========                 ===========
Notes to the December 31, 1996 Unaudited Pro Forma Consolidated Statement
of Earnings

The following are explanations of the adjustments reflected on the unaudited 
pro forma consolidated statement of earnings:

(a)  Reflects pro forma adjustment to remove results of operations of the
     General Signal Pump Group for the year ended December 31, 1996.  These
     amounts exclude $2.3 of corporate allocations for services incurred on
     behalf of the General Signal Pump Group during the period which may not be
     incurred in the future.
(b)  Reflects pro forma adjustments to record lower interest expense from
     the retirement of long-term debt ($7.6) and interest income on the capital
     lease for the land and buildings ($0.9).  On June 19, 1997, the Board of
     Directors approved a stock buy-back program of up to $150.0 subject to the
     consummation of the General Signal Pump business divestiture, which is not
     reflected in the accompanying pro forma consolidated statement of earnings.
(c)  Reflects pro forma adjustment to record the income tax effect of the
     pro forma adjustments described in (a) and (b) above.