Registration Statement No. 33-
-------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           FEDERAL SIGNAL CORPORATION
-------------------------------------------------------------------------------
                  (Exact name of registrant as specified in its charter)

              Delaware                                     36-1063330
------------------------------------                 --------------------------
(State or other jurisdiction of                      (I.R.S. Employer ID No.)
incorporation or organization)

   1415 West 22nd Street, Suite 1100, Oak Brook, Illinois      60523
-------------------------------------------------------------------------------
           (Address of Principal Executive Offices)          (Zip Code)

                  FEDERAL SIGNAL CORPORATION STOCK BENEFIT PLAN
                            (Full title of the plans)

                                KIM A. WEHRENBERG
                  Vice President, General Counsel and Secretary
                           Federal Signal Corporation
          1415 West 22nd Street, Suite 1100, Oak Brook, Illinois 60523
          ------------------------------------------------------------
                     (Name and address of agent for service)

                                 (630) 954-2000
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE

                                   Proposed      Proposed
  Title of                         maximum       maximum
 securities       Amount           offering      aggregate        Amount of
   to be          to be            price per     offering         registra-
 registered     registered (1)|    unit (2)      price (2)        tion fee
-------------------------------------------------------------------------------
 Common Stock     1,500,000        $15.675       $23,512,500      $1,904.51


(1)   Preferred  Share Purchase  Rights (the "Rights") which are attached to and
      trade with the Common Stock are also  registered  under this  Registration
      Statement. Any value attributable to the Rights is reflected in the market
      price of the Common Stock.

(2)   Pursuant to Rule 457(h),  the maximum offering price (estimated solely for
      the purpose  of calculating  the  registration  fee)  was calculated to be
      $15.675 upon the basis of the  average  of the high and low  prices of the
      Common Stock reported on the consolidated reporting system on April 15,
      2003.

In  addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  the
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

                                            -1-


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      Not  required  to be  filed  with  the  Commission  either  as part of the
registration statement or prospectus.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

      The following  documents filed with the Commission (File No. 1-6003) under
the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated herein
by reference:

      (a) The Registrant's  latest annual report on Form 10-K for the year ended
December 31, 2002 and the latest annual report for the Plan on Form 11-K.

      (b) The description of the Rights contained in the Company's  Registration
Statement  on Form 8-A filed on July 28,  1998 and Form S-8 filed on October 16,
1996.

      (c) The  description  of the  approval  of the  Stock  Benefit  Plan and a
description  of the Stock  Benefit  Plan  contained in the Proxy  Statement  for
Annual Meeting of Shareholders filed on March 8, 1996.

      (d) All  documents  filed  by  Registrant  subsequent  to the date of this
registration  statement  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the
Securities  Exchange  Act of  1934,  prior  to the  filing  of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in the  registration  statement and to be part thereof
from the date of filing such documents.

      Any  statement  contained  in a  document  incorporated  or  deemed  to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  registration  statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  registration
statement.


                                           -2-



<PAGE>


Item 6. Indemnification of Directors and Officers

      Reference is made to the Delaware  General  Corporation law which provides
for  indemnification of directors and officers in certain  circumstances.  Under
Article Fifth and Fourteenth of Federal  Signal's  Certificate of  Incorporation
and  Article  VI of its  By-Laws,  provisions  are made for  indemnification  of
Federal  Signal's  officers and  directors  under certain  circumstances,  which
provisions may be significantly broad to permit  indemnification for liabilities
arising  under the  Securities  Act of 1933,  as  amended.  Federal  Signal  has
purchased a comprehensive  directors' and officers'  liability  insurance policy
with a policy limit of $25,000,000.

Item 8.  Exhibits

      _           Opinion Re: Legality

      _           Consents of Experts  and Counsel  Consent of Ernst & Young LLP
                  dated April 14, 2003.

      _           Power of Attorney
                  Included on page 5 of this Registration Statement.

Item 9.  Undertakings

      The Undersigned registrant hereby undertakes:

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof; and

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering; and

     (b) For purposes of determining  any liability  under the Securities Act of
1933, each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the  Securities  Exchange Act of 1934 (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to section
15(d) of the Securities  Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities and

                                            -3-


<PAGE>


Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                   SIGNATURES

      The  Registrant.  Pursuant to the  requirements  of the  Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized  in the Village of Oak Brook,  State of Illinois,  on April 17,
2003.

                                                FEDERAL SIGNAL CORPORATION

                                                By: /s/   Joseph J. Ross
                                                   ---------------------
                                                   Joseph J. Ross
                                                   Chairman and Chief
                                                   Executive Officer


                                            -4-


<PAGE>


      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

      Each person whose signature  appears below constitutes and appoints Joseph
J.  Ross  and  Kim A.  Wehrenberg,  and  each  of  them,  his  true  and  lawful
attorney-in-fact  and agent, each acting alone, with full powers of substitution
and  resubstitution,  for him and his  name,  place  and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
and  supplements to this  Registration  Statement and to file the same, with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  each acting alone,  full power and authority to do and perform each and
every act and thing requisite and necessary to be done to file such Registration
Statement  and  amendments,  as fully to all intents and purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact   and  agents,   each  acting  alone,  or  his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.



Signature                   Title                              Date


/s/ Stephanie K. Kushner    Vice President and Chief          4/17/03
Stephanie K. Kushner        Financial Officer


/s/ Richard L. Ritz         Vice President & Controller       4/17/03
Richard L. Ritz             (Principal Accounting Officer)


/s/ Charles R. Campbell     Director                          4/17/03
Charles R. Campbell


/s/ James C. Janning        Director                          4/17/03
James C. Janning


/s/ Paul W. Jones           Director                          4/17/03
Paul W. Jones


/s/ James A. Lovell, Jr.    Director                          4/17/03
James A. Lovell, Jr.


/s/ Walden W. O'Dell        Director                          4/17/03
Walden W. O'Dell


                                           -5-


/s/ Joseph J. Ross          Director, Chairman, and           4/17/03
Joseph J. Ross              Chief Executive Officer


/s/ Joan E. Ryan            Director                          4/17/03
Joan E. Ryan


/s/ Richard R. Thomas       Director                          4/17/03
Richard R. Thomas








                                            -6-


<PAGE>


      The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee  benefit plans) have duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized,  in the City of Oak  Brook,  State of
Illinois on April 17, 2003.

                                    THE FEDERAL SIGNAL CORPORATION
                                       STOCK BENEFIT PLAN



                                    By: /s/ Kim A. Wehrenberg
                                        ------------------------
                                        Kim A. Wehrenberg
                                        Its:  Attorney-in-Fact for the Plan
                                              Administrative Committee






                                            -7-
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{"company-data": {"conformed-name": "FEDERAL SIGNAL CORP /DE/", "cik": "0000277509", "assigned-sic": "3711", "irs-number": "361063330", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104629", "film-number": "03655662"}, "business-address": {"street1": "1415 W 22ND ST STE 1100", "city": "OAK BROOK", "state": "IL", "zip": "60523", "phone": "7089542000"}, "mail-address": {"street1": "1415 W 22ND ST STE 1100", "city": "OAK BROOK", "state": "IL", "zip": "60523"}, "former-company": {"former-conformed-name": "FEDERAL SIGN & SIGNAL CORP /DE/", "date-changed": "19600201"}}
Registration Statement No. 33-
-------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           FEDERAL SIGNAL CORPORATION
-------------------------------------------------------------------------------
                  (Exact name of registrant as specified in its charter)

              Delaware                                     36-1063330
------------------------------------                 --------------------------
(State or other jurisdiction of                      (I.R.S. Employer ID No.)
incorporation or organization)

   1415 West 22nd Street, Suite 1100, Oak Brook, Illinois      60523
-------------------------------------------------------------------------------
           (Address of Principal Executive Offices)          (Zip Code)

                  FEDERAL SIGNAL CORPORATION STOCK BENEFIT PLAN
                            (Full title of the plans)

                                KIM A. WEHRENBERG
                  Vice President, General Counsel and Secretary
                           Federal Signal Corporation
          1415 West 22nd Street, Suite 1100, Oak Brook, Illinois 60523
          ------------------------------------------------------------
                     (Name and address of agent for service)

                                 (630) 954-2000
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                   Proposed      Proposed
  Title of                         maximum       maximum
 securities       Amount           offering      aggregate        Amount of
   to be          to be            price per     offering         registra-
 registered     registered (1)|    unit (2)      price (2)        tion fee
-------------------------------------------------------------------------------
 Common Stock     1,500,000        $15.675       $23,512,500      $1,904.51

(1)   Preferred  Share Purchase  Rights (the "Rights") which are attached to and
      trade with the Common Stock are also  registered  under this  Registration
      Statement. Any value attributable to the Rights is reflected in the market
      price of the Common Stock.

(2)   Pursuant to Rule 457(h),  the maximum offering price (estimated solely for
      the purpose  of calculating  the  registration  fee)  was calculated to be
      $15.675 upon the basis of the  average  of the high and low  prices of the
      Common Stock reported on the consolidated reporting system on April 15,
      2003.

In  addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  the
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

                                            -1-
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      Not  required  to be  filed  with  the  Commission  either  as part of the
registration statement or prospectus.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

      The following  documents filed with the Commission (File No. 1-6003) under
the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated herein
by reference:

      (a) The Registrant's  latest annual report on Form 10-K for the year ended
December 31, 2002 and the latest annual report for the Plan on Form 11-K.

      (b) The description of the Rights contained in the Company's  Registration
Statement  on Form 8-A filed on July 28,  1998 and Form S-8 filed on October 16,
1996.

      (c) The  description  of the  approval  of the  Stock  Benefit  Plan and a
description  of the Stock  Benefit  Plan  contained in the Proxy  Statement  for
Annual Meeting of Shareholders filed on March 8, 1996.

      (d) All  documents  filed  by  Registrant  subsequent  to the date of this
registration  statement  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the
Securities  Exchange  Act of  1934,  prior  to the  filing  of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in the  registration  statement and to be part thereof
from the date of filing such documents.

      Any  statement  contained  in a  document  incorporated  or  deemed  to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  registration  statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  registration
statement.

                                           -2-
Item 6. Indemnification of Directors and Officers

      Reference is made to the Delaware  General  Corporation law which provides
for  indemnification of directors and officers in certain  circumstances.  Under
Article Fifth and Fourteenth of Federal  Signal's  Certificate of  Incorporation
and  Article  VI of its  By-Laws,  provisions  are made for  indemnification  of
Federal  Signal's  officers and  directors  under certain  circumstances,  which
provisions may be significantly broad to permit  indemnification for liabilities
arising  under the  Securities  Act of 1933,  as  amended.  Federal  Signal  has
purchased a comprehensive  directors' and officers'  liability  insurance policy
with a policy limit of $25,000,000.

Item 8.  Exhibits

      _           Opinion Re: Legality

      _           Consents of Experts  and Counsel  Consent of Ernst & Young LLP
                  dated April 14, 2003.

      _           Power of Attorney
                  Included on page 5 of this Registration Statement.

Item 9.  Undertakings

      The Undersigned registrant hereby undertakes:

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof; and

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering; and

     (b) For purposes of determining  any liability  under the Securities Act of
1933, each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the  Securities  Exchange Act of 1934 (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant to section
15(d) of the Securities  Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities and

                                            -3-
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURES

      The  Registrant.  Pursuant to the  requirements  of the  Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized  in the Village of Oak Brook,  State of Illinois,  on April 17,
2003.

                                                FEDERAL SIGNAL CORPORATION

                                                By: /s/   Joseph J. Ross
                                                   ---------------------
                                                   Joseph J. Ross
                                                   Chairman and Chief
                                                   Executive Officer

                                            -4-
Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

      Each person whose signature  appears below constitutes and appoints Joseph
J.  Ross  and  Kim A.  Wehrenberg,  and  each  of  them,  his  true  and  lawful
attorney-in-fact  and agent, each acting alone, with full powers of substitution
and  resubstitution,  for him and his  name,  place  and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
and  supplements to this  Registration  Statement and to file the same, with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  each acting alone,  full power and authority to do and perform each and
every act and thing requisite and necessary to be done to file such Registration
Statement  and  amendments,  as fully to all intents and purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact   and  agents,   each  acting  alone,  or  his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

Signature                   Title                              Date

/s/ Stephanie K. Kushner    Vice President and Chief          4/17/03
Stephanie K. Kushner        Financial Officer

/s/ Richard L. Ritz         Vice President & Controller       4/17/03
Richard L. Ritz             (Principal Accounting Officer)

/s/ Charles R. Campbell     Director                          4/17/03
Charles R. Campbell

/s/ James C. Janning        Director                          4/17/03
James C. Janning

/s/ Paul W. Jones           Director                          4/17/03
Paul W. Jones

/s/ James A. Lovell, Jr.    Director                          4/17/03
James A. Lovell, Jr.

/s/ Walden W. O'Dell        Director                          4/17/03
Walden W. O'Dell

                                           -5-

/s/ Joseph J. Ross          Director, Chairman, and           4/17/03
Joseph J. Ross              Chief Executive Officer

/s/ Joan E. Ryan            Director                          4/17/03
Joan E. Ryan

/s/ Richard R. Thomas       Director                          4/17/03
Richard R. Thomas

                                            -6-
The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee  benefit plans) have duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized,  in the City of Oak  Brook,  State of
Illinois on April 17, 2003.

                                    THE FEDERAL SIGNAL CORPORATION
                                       STOCK BENEFIT PLAN

                                    By: /s/ Kim A. Wehrenberg
                                        ------------------------
                                        Kim A. Wehrenberg
                                        Its:  Attorney-in-Fact for the Plan
                                              Administrative Committee

                                            -7-