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    |     $19.00    | $28,500,000 |  $7,923.00  |
|               |                |               |             |             |
|               |                |               |             |             |
+----------------------------------------------------------------------------+
(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
      $19.00  upon the basis of the  average  of the high and low  prices of the
      Common Stock reported on the consolidated  reporting system on October 20,
      1999.

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, 1998 and the latest annual report for the Plan on Form 11-K.

      (b) The Registrant's  latest quarterly reports on Form 10-Q for the fiscal
quarters ending March 31, 1999 and June 30, 1999;

      (c) 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.

      (d) 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.

      (e) 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 October 20, 1999.

      _         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 October 22,
1999.

                                          FEDERAL SIGNAL CORPORATION

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






                                      -4-
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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": "333-89509", "film-number": "99732260"}, "business-address": {"street1": "1415 W 22ND ST STE 1100", "city": "OAK BROOK", "state": "IL", "zip": "60521", "phone": "7089542000"}, "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    |     $19.00    | $28,500,000 |  $7,923.00  |
|               |                |               |             |             |
|               |                |               |             |             |
+----------------------------------------------------------------------------+
(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
      $19.00  upon the basis of the  average  of the high and low  prices of the
      Common Stock reported on the consolidated  reporting system on October 20,
      1999.

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, 1998 and the latest annual report for the Plan on Form 11-K.

      (b) The Registrant's  latest quarterly reports on Form 10-Q for the fiscal
quarters ending March 31, 1999 and June 30, 1999;

      (c) 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.

      (d) 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.

      (e) 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 October 20, 1999.

      _         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 October 22,
1999.

                                          FEDERAL SIGNAL CORPORATION

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

                                      -4-