PAGE 1
                                  Registration No. ______________

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC  20549

                                
                                FORM S-8

                    REGISTRATION STATEMENT UNDER THE
                           SECURITIES ACT OF 1933

                                

                         GENERAL SIGNAL CORPORATION
               (Name of registrant as specified in charter)
 New York                                         16-0445660
(State of Incorporation)                          (I.R.S.No.)
                                                                      

               ONE HIGH RIDGE PARK, STAMFORD, CONNECTICUT  06904
                                  (203) 329-4100
                   (Address of Principal Executive Offices)
                                            

                            GENERAL SIGNAL CORPORATION
                1997 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                                                             

                              JOANNE L. BOBER, ESQ.
             Senior Vice President, General Counsel and Secretary
                              GENERAL SIGNAL CORPORATION
                       One High Ridge Park, P.O. Box 10010
                             Stamford, Connecticut  06904
                                  (203) 329-4100
     (Name, address and telephone number of agent for service)
                        
                                                            
          PAGE 2

                      CALCULATION OF REGISTRATION FEE*

Title of       Amount      Proposed     Proposed
Securities     to be       maximum      maximum                               
to be          registered  offering     aggregate    Amount of                  
registered(1)  (1) (2)     price per    offering     registration
                           per share(3) price(3)     fee       
Common Stock,
$1 Par value			125,000     $37.3750      $4,671,875    $1,610.99
               shares

     (1) Also includes the associated Common Stock Purchase 
Rights.

     (2) The number of shares of Common Stock stated above is the 
aggregate number of such shares which may be issued on the 
exercise of options under the General Signal Corporation 1997 
Non-Employee Directors Stock Option Plan under this Registration 
Statement.  The maximum number of shares which may be issued 
under the Plan cannot presently be determined since adjustments 
in the number of shares may be made in the event of stock splits, 
stock dividends, or other changes in the corporate structure or 
shares of General Signal Corporation during the period any 
offering is in effect.  Accordingly, this Registration Statement 
covers, in addition to the number of shares of Common Stock 
stated above, an indeterminate number of shares, which by reason 
of any of such event may become subject to issuance under the 
plans.

     (3) Estimated solely for the purpose of calculating the 
registration fee, computed pursuant to Rules 457 (c) and (h) 
under the Securities Act of 1933, as amended, on the basis of the 
average of the high and low prices of a share of the Registrant's 
Common Stock, as reported on the New York Stock Exchange on April 
18, 1997.


     PAGE     3

                    GENERAL SIGNAL CORPORATION 
          1997 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                                                             
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.           Incorporation of Documents by Reference


     The information listed below, which has been filed by the 
registrant with the Commission, is specifically incorporated 
herein by reference:


     (a) Annual Report on Form 10-K for the year ended December 
31, 1996.

     (b) Quarterly Report on Form 10-Q for the quarter ended 
March 31, 1997 of the Corporation.


     All reports and other documents subsequently filed by the 
Corporation 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 that indicates that all securities 
offered hereby have been sold or which deregisters all securities 
then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the 
filing of such reports and documents.


Item 4.           Description of Securities


     The authorized capital stock of the Corporation consists of 
150,000,000 shares of Common Stock, and 10,000,000 shares of 
Preferred Stock, par value $1.00 per share (the "Preferred 
Stock").  The shares of Common Stock issued through 1969 (1.96 
million shares) have a par value of $6.67 per share and the 
shares of Common Stock issued since then have a par value of 
$1.00 per share.  The Board of Directors of the Corporation is 
empowered to cause shares of Preferred Stock to be issued in one 
or more series, with the number of shares in each series and the 
rights, preferences and limitations of each series determined by 
it.  As of the date of this Prospectus, no shares of the 
Preferred Stock of the Corporation were outstanding.

          PAGE 4


     Subject to any limitations prescribed in connection with the 
issuance of any outstanding shares of Preferred Stock, dividends 
as determined by the Board of Directors of the Corporation may be 
declared and paid on the Common Stock from time to time out of 
any funds legally available therefor.  The holders of Common 
Stock are entitled to one vote per share and do not have
cumulative voting rights or preemptive rights.  The Corporation's 
Common Stock is not subject to further calls and all of the 
outstanding shares of Common Stock are fully paid and non-
assessable.

     On February 1, 1996, the Board of Directors declared a 
dividend distribution of one Common Stock Purchase Right (the 
"Right") for each share of Common Stock outstanding on March 21, 
1996.  Shares issued subsequent to March 21, 1996 automatically 
receive these Rights.  The Rights expire on March 21, 2006, 
unless redeemed or exchanged earlier by the Corporation.  Each 
Right entitles its registered holder to purchase from the 
Corporation one share of Common Stock at a price of $150 per 
Share, subject to adjustment to prevent dilution.

     The Rights are not exercisable and cannot be transferred 
separately from the Common Stock until: 1) a person or group 
publicly announces the acquisition of, or obtains the right to 
acquire, 20% or more of the outstanding shares of the 
Corporation's Common Stock; or 2) a tender or exchange offer is 
announced or commenced which would result in such an acquisition.  
Within 10 days after such a 20% interest has actually been
obtained, the Corporation is entitled to redeem all of the Rights 
at a price of $0.01 per Right.

     If certain triggering events occur, and unless the Rights 
are redeemed by the Corporation, the Rights holder is entitled to 
receive for $150 per Right the number of shares of General 
Signal's or an acquiring corporation's common stock having a 
market value of $300, subject to adjustment to prevent dilution.  
This provision does not apply to Rights that are beneficially
owned by the acquirer.  These triggering events are: 1) the 
Corporation is acquired in a merger or other business combination 
transaction; 2) 50% or more of its assets or earnings power are 
sold or transferred; 3) an acquirer engages in one of a number of 
self-dealing transactions specified in the Rights Agreement; or 
4) an acquirer becomes the beneficial owner of 20% or more of the 
Corporation's outstanding shares of Common Stock.

     The Transfer Agent and Registrar for the Common Stock is 
First Chicago Trust Company of New York.

         PAGE 5

     Item 5.  Interests of Named Experts and Counsel

     Not Applicable.

     Item 6.  Indemnification of Directors and Officers

     Article V, Section 1 of the By-Laws of the Corporation reads 
as follows:

     "SECTION 1: Except to the extent expressly prohibited by the 
New York Business Corporation Law, the Corporation shall 
indemnify each person made or threatened to be made a party to 
any action or proceeding, whether civil or criminal and whether 
by or in the right of the Corporation or otherwise, by reason of 
the fact that such person or such person's testator or intestate 
is or was a director or officer of the Corporation or serves or 
served at the request of the Corporation any other corporation, 
partnership, joint venture, trust, employee benefit plan or other 
enterprise in any capacity while he or she was such a director or 
officer (hereinafter referred to as Indemnified Person), 
against judgments, fines, penalties, amounts paid in settlement 
and reasonable expenses, including attorneys' fees, incurred in 
connection with such action or proceeding, or any appeal therein, 
provided that no such indemnification shall be made if a judgment 
or other final adjudication adverse to such Indemnified Person 
establishes that either (a) his or her acts were committed in bad 
faith, or were the result of active and deliberate dishonesty, 
and were material to the cause of action so adjudicated, or (b)
that he or she personally gained in fact a financial profit or 
other advantage to which he or she was not legally entitled.

     The Corporation shall advance or promptly reimburse upon 
request any Indemnified Person for all expenses, including 
attorneys' fees, reasonably incurred in defending any action or 
proceeding in advance of the final disposition thereof upon 
receipt of an undertaking by or on behalf of such Indemnified 
Person to repay such amount if such Indemnified Person is
ultimately found not to be entitled to indemnification or, where
indemnification is granted, to the extent the expenses so 
advanced or reimbursed exceed the amount to which such 
Indemnified Person is entitled.

     Nothing herein shall limit or affect any right of any 
Indemnified Person otherwise than hereunder to indemnification or 
expenses, including attorneys' fees, under any statute, rule, 
regulation, certificate of incorporation, by-law, insurance 
policy, contract or otherwise.

	PAGE 6

     Anything in these by-laws to the contrary notwithstanding, 
no elimination of this by-law, and no amendment of this by-law 
adversely affecting the right of any Indemnified Person to 
indemnification or advancement of expenses hereunder shall be 
effective until the 60th day following notice to such Indemnified 
Person of such action, and no elimination of or amendment to this 
by-law shall thereafter deprive any Indemnified Person of his or 
her rights hereunder arising out of alleged or actual 
occurrences, acts or failures to act prior to such 60th day.

     The Corporation shall not, except by elimination or 
amendment of this by-law in a manner consistent with the 
preceding paragraph, take any corporate action or enter into any 
agreement which prohibits, or otherwise limits the rights of any 
Indemnified Person to, indemnification in accordance with the 
provisions of this by-law.  The indemnification of any 
indemnified Person provided by this by-law shall be deemed to be 
a contract between the Corporation and each Indemnified Person 
and shall continue after such Indemnified Person has ceased to be 
a director or officer of the Corporation and shall inure to the 
benefit of such Indemnified Person's heirs, executors, 
administrators and legal representatives.  If the Corporation 
fails timely to make any payment pursuant to the indemnification 
and advancement or reimbursement of expenses provisions of this 
Article V and an Indemnified Person commences an action or 
proceeding to recover such payment, the Corporation in addition 
shall advance or reimburse such Indemnified Person for the legal 
fees and other expenses of such action or proceeding.

     The Corporation is authorized to enter into agreements with 
any of its directors or officers extending rights to 
indemnification and advancement of expenses to such Indemnified 
Person to the fullest extent permitted by applicable law, but the 
failure to enter into any such agreement shall not affect or 
limit the rights of such Indemnified Person pursuant to this
by-law, it being expressly recognized hereby that all directors 
or officers of the Corporation, by serving as such after the 
adoption hereof, are acting in reliance hereon and that the 
Corporation is estopped to contend otherwise.  Persons who are 
not directors or officers of the Corporation shall be similarly 
indemnified and entitled to advancement or reimbursement of
expenses to the extent authorized at any time by the Board of 
Directors.

     In case any provision in this by-law shall be determined at 
any time to be unenforceable in any respect, the other provisions 
shall not in any way be affected or impaired thereby, and the 
affected provision shall be given the fullest possible 
enforcement in the circumstances, it being the intention of
the Corporation to afford indemnification and advancement of 
expenses to its directors or officers, acting in such capacities 
or in the other capacities mentioned herein, to the fullest 
extent permitted by law whether arising from alleged or actual 
occurrences, acts or failures to act occurring before or after 
the adoption of this Article V. 

     For purposes of this by-law, the Corporation shall be deemed 
to have requested an Indemnified Person to serve an employee 
benefit plan where the performance by such Indemnified Person of 
his or her duties to the Corporation also imposes duties on, or 
otherwise involves services by, such Indemnified Person to the 
plan or participants or beneficiaries of the plan, and excise 
taxes assessed on an Indemnified Person with respect to an
employee benefit plan pursuant to applicable law shall be 
considered indemnifiable fines.  For purposes of this by-law, the 
term `Corporation' shall include any legal successor to the 
Corporation, including any corporation which acquires all or 
substantially all of the assets of the Corporation in one or more 
transactions."

     The Corporation also has entered into individual contracts 
with all its directors, Chief Financial Officer and General 
Counsel providing for indemnification similar to the 
indemnification provisions in the By-laws.

     Sections 721 through 726 of the New York Business 
Corporation Law contain provisions for indemnification by the 
Corporation, under certain circumstances, of officers and 
directors of the Corporation for certain liabilities which may be 
incurred by them in their capacities as such.

     The Corporation has purchased insurance to indemnify the 
Corporation and all of its directors, officers and certain other 
employees who hold management positions in the Corporation and 
its operating divisions and subsidiaries for those liabilities in 
respect of which such indemnification insurance is permitted 
under the laws of the State of New York.

     The Corporation has additionally purchased insurance, as an 
extension of the foregoing policy, covering any directors, 
officers, and full-time salaried employees who are or shall be in 
breach of any fiduciary duty imposed by the Employee Retirement 
Income Security Act of 1974 upon fiduciaries as defined under 
that Act.

     The Corporation's Certificate of Incorporation provides that 
a director of the Corporation shall not be personally liable to 
the Corporation or its shareholders for monetary damages for 
breach of duty as a director unless the director's acts or 
omissions (a) were in bad faith, (b) involved intentional
misconduct or a knowing violation of law, (c) resulted in the 
director deriving an improper personal benefit, or (d) resulted 
in the paying of a dividend, the approval of a stock repurchase, 
the distribution of corporate assets upon dissolution, or the 
   
making of a loan to a director in violation of Section 719 of the 
New York Business Corporation Law.


     Item 7.  Exemption from Registration Claimed


     Not applicable.


     Item 8.  Exhibits


     The Exhibit Index immediately preceding the exhibits is 
incorporated herein by reference.

 
     Item 9.  Undertakings


     (a) The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are 
being made, a post-effective amendment to this registration 
statement:

     (i) To include any prospectus required by Section 10(a)(3) 
of the Securities Act of 1933;

     (ii) To reflect in the prospectus any facts or events 
arising after the effective date of the registration statement 
(or the most recent post-effective amendment thereof) which, 
individually or in the aggregate, represent a fundamental change 
in the information set forth in the registration statement;

    (iii) To include any material information with respect to the 
plan of distribution not previously disclosed in the registration 
statement or any material change to such information in the 
registration statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 
do not apply if the information required to be included in a 
post-effective amendment by those paragraphs is contained in 
periodic reports filed by the registrant pursuant to Section 13 
or Section 15(d) of the Securities Exchange Act of 1934 that are 
incorporated by reference in the registration statement.

     (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.

     (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.

     (b) The undersigned registrant hereby undertakes that, 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.


     (c) 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 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

     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 or amendment 
to the registration statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of Stamford, 
and the State of Connecticut on this 24th day of April, 1997.

                                      GENERAL SIGNAL CORPORATION
                       
                                      By: /s/  Joanne L. Bober, 
                                      Senior Vice President,
                                      General Counsel and                     
                                      Secretary                               


     Pursuant to the requirements of the Securities Act of 1933, 
this registration statement or amendment to the registration 
statement has been signed below by the following persons in the 
capacities and on the dates indicated.


Signature                  Title                      Date



Michael D. Lockhart*     Chairman and Director      April 24,1997
                         (Principal Executive Officer)


Terence D. Martin*         Executive Vice 
                           President-               April 24,1997
                           and Chief Financial Officer
                          (Principal Financial Officer)

Raymond L. Arthur*          Vice President and 
                           Controller               April 24,1997
                           (Principal Accounting Officer)

H. Kent Bowen*             Director                 April 24,1997

Van C. Campbell*           Director                 April 24,1997

Michael A. Carpenter*      Director                 April 24,1997

Ursula F. Fairbairn*       Director                 April 24,1997

Ronald E. Ferguson*        Director                 April 24,1997

Robert D. Kennedy*         Director                 April 24,1997

John R. Selby*             Director                 April 24,1997


*By  /s/  (Joanne L. Bober, Attorney-in-fact)


                          INDEX TO EXHIBITS
                       GENERAL SIGNAL CORPORATION
           EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8 

Exhibit No.          Description

4.1*                Restated Certificate of Incorporation of                  
                    General Signal Corporation, as amended 
                    through April 21,1994 (Exhibit 3.1 of the 
                    registrant's 1994 Form 10-K filed March 21, 
                    1995).

4.2*                By-laws of General Signal Corporation, as  
                    amended through March 20, 1997.  (Exhibit 3.2 
                    of the registrant's Quarterly Report on Form 
                    10-Q for the quarter ended March 31, 1997 
                    filed April 22,1997).

4.3*                Rights Agreement, dated as of February 1, 
                    1996, between General Signal Corporation and 
                    First Chicago Trust Company of New York, as 
                    Rights Agent. (Exhibit 4 of the Registrant's 
                    Form 8-A filed February 7, 1996).

4.4*                General Signal Corporation 1997 Non-Employee 
                    Directors Stock Option Plan as approved by 
                    shareholders on April 17, 1997 (Exhibit 10.3 of
                    the registrant's Quarterly Report on Form 10-Q 
                    for the quarter ended March 31, 1997 filed 
                    April 23, 1997.

4.5                 Form of Agreement used in regard to grant of 
                    options under General Signal 1997 Non-
                    Employee Directors' Stock Option Plan (filed 
                    herewith). 

5.1                 Opinion of Cahill Gordon & Reindel (filed       
                    herewith).

23.1                Consent of Ernst & Young LLP (filed 
                    herewith).

23.2 *              Consent of Cahill Gordon & Reindel (See 
                    Exhibit 5.1 hereto).

24.1                Powers of Attorney for Michael D. Lockhart, 
                    Terence D. Martin, Raymond L. Arthur, H. Kent 
                    Bowen, Van C. Campbell, Michael A. Carpenter, 
                    Ursula F. Fairbairn, Ronald E. Ferguson, 
                    Robert D. Kennedy and John R. Selby (filed 
                    herewith).   
 
 * Incorporated by reference to a previous Registration Statement
("R.S."), Post- Effective Amendment,  Form 10-K or Form 10-Q.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24687}]
{"company-data": {"conformed-name": "GENERAL SIGNAL CORP", "cik": "0000040834", "assigned-sic": "3620", "irs-number": "160445660", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25781", "film-number": "97586641"}, "business-address": {"street1": "ONE HIGH RIDGE PARK", "city": "STAMFORD", "state": "CT", "zip": "06904", "phone": "2033578800"}, "mail-address": {"street1": "P O BOX 10010", "city": "STAMFORD", "state": "CT", "zip": "06904"}, "former-company": {"former-conformed-name": "GENERAL RAILWAY SIGNAL CO", "date-changed": "19710926"}}
PAGE 1
                                  Registration No. ______________

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC  20549

                                
                                FORM S-8

                    REGISTRATION STATEMENT UNDER THE
                           SECURITIES ACT OF 1933

                                

                         GENERAL SIGNAL CORPORATION
               (Name of registrant as specified in charter)
 New York                                         16-0445660
(State of Incorporation)                          (I.R.S.No.)
                                                                      

               ONE HIGH RIDGE PARK, STAMFORD, CONNECTICUT  06904
                                  (203) 329-4100
                   (Address of Principal Executive Offices)
                                            

                            GENERAL SIGNAL CORPORATION
                1997 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                                                             

                              JOANNE L. BOBER, ESQ.
             Senior Vice President, General Counsel and Secretary
                              GENERAL SIGNAL CORPORATION
                       One High Ridge Park, P.O. Box 10010
                             Stamford, Connecticut  06904
                                  (203) 329-4100
     (Name, address and telephone number of agent for service)
                        
                                                            
          PAGE 2

                      CALCULATION OF REGISTRATION FEE*

Title of       Amount      Proposed     Proposed
Securities     to be       maximum      maximum                               
to be          registered  offering     aggregate    Amount of                  
registered(1)  (1) (2)     price per    offering     registration
                           per share(3) price(3)     fee       
Common Stock,
$1 Par value			125,000     $37.3750      $4,671,875    $1,610.99
               shares

     (1) Also includes the associated Common Stock Purchase 
Rights.

     (2) The number of shares of Common Stock stated above is the 
aggregate number of such shares which may be issued on the 
exercise of options under the General Signal Corporation 1997 
Non-Employee Directors Stock Option Plan under this Registration 
Statement.  The maximum number of shares which may be issued 
under the Plan cannot presently be determined since adjustments 
in the number of shares may be made in the event of stock splits, 
stock dividends, or other changes in the corporate structure or 
shares of General Signal Corporation during the period any 
offering is in effect.  Accordingly, this Registration Statement 
covers, in addition to the number of shares of Common Stock 
stated above, an indeterminate number of shares, which by reason 
of any of such event may become subject to issuance under the 
plans.

     (3) Estimated solely for the purpose of calculating the 
registration fee, computed pursuant to Rules 457 (c) and (h) 
under the Securities Act of 1933, as amended, on the basis of the 
average of the high and low prices of a share of the Registrant's 
Common Stock, as reported on the New York Stock Exchange on April 
18, 1997.

     PAGE     3

                    GENERAL SIGNAL CORPORATION 
          1997 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                                                             
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

     The information listed below, which has been filed by the 
registrant with the Commission, is specifically incorporated 
herein by reference:

     (a) Annual Report on Form 10-K for the year ended December 
31, 1996.

     (b) Quarterly Report on Form 10-Q for the quarter ended 
March 31, 1997 of the Corporation.

     All reports and other documents subsequently filed by the 
Corporation 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 that indicates that all securities 
offered hereby have been sold or which deregisters all securities 
then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the 
filing of such reports and documents.

Item 4.           Description of Securities

     The authorized capital stock of the Corporation consists of 
150,000,000 shares of Common Stock, and 10,000,000 shares of 
Preferred Stock, par value $1.00 per share (the "Preferred 
Stock").  The shares of Common Stock issued through 1969 (1.96 
million shares) have a par value of $6.67 per share and the 
shares of Common Stock issued since then have a par value of 
$1.00 per share.  The Board of Directors of the Corporation is 
empowered to cause shares of Preferred Stock to be issued in one 
or more series, with the number of shares in each series and the 
rights, preferences and limitations of each series determined by 
it.  As of the date of this Prospectus, no shares of the 
Preferred Stock of the Corporation were outstanding.

          PAGE 4

     Subject to any limitations prescribed in connection with the 
issuance of any outstanding shares of Preferred Stock, dividends 
as determined by the Board of Directors of the Corporation may be 
declared and paid on the Common Stock from time to time out of 
any funds legally available therefor.  The holders of Common 
Stock are entitled to one vote per share and do not have
cumulative voting rights or preemptive rights.  The Corporation's 
Common Stock is not subject to further calls and all of the 
outstanding shares of Common Stock are fully paid and non-
assessable.

     On February 1, 1996, the Board of Directors declared a 
dividend distribution of one Common Stock Purchase Right (the 
"Right") for each share of Common Stock outstanding on March 21, 
1996.  Shares issued subsequent to March 21, 1996 automatically 
receive these Rights.  The Rights expire on March 21, 2006, 
unless redeemed or exchanged earlier by the Corporation.  Each 
Right entitles its registered holder to purchase from the 
Corporation one share of Common Stock at a price of $150 per 
Share, subject to adjustment to prevent dilution.

     The Rights are not exercisable and cannot be transferred 
separately from the Common Stock until: 1) a person or group 
publicly announces the acquisition of, or obtains the right to 
acquire, 20% or more of the outstanding shares of the 
Corporation's Common Stock; or 2) a tender or exchange offer is 
announced or commenced which would result in such an acquisition.  
Within 10 days after such a 20% interest has actually been
obtained, the Corporation is entitled to redeem all of the Rights 
at a price of $0.01 per Right.

     If certain triggering events occur, and unless the Rights 
are redeemed by the Corporation, the Rights holder is entitled to 
receive for $150 per Right the number of shares of General 
Signal's or an acquiring corporation's common stock having a 
market value of $300, subject to adjustment to prevent dilution.  
This provision does not apply to Rights that are beneficially
owned by the acquirer.  These triggering events are: 1) the 
Corporation is acquired in a merger or other business combination 
transaction; 2) 50% or more of its assets or earnings power are 
sold or transferred; 3) an acquirer engages in one of a number of 
self-dealing transactions specified in the Rights Agreement; or 
4) an acquirer becomes the beneficial owner of 20% or more of the 
Corporation's outstanding shares of Common Stock.

     The Transfer Agent and Registrar for the Common Stock is 
First Chicago Trust Company of New York.

         PAGE 5

     Item 5.  Interests of Named Experts and Counsel

     Not Applicable.

     Item 6.  Indemnification of Directors and Officers

     Article V, Section 1 of the By-Laws of the Corporation reads 
as follows:

     "SECTION 1: Except to the extent expressly prohibited by the 
New York Business Corporation Law, the Corporation shall 
indemnify each person made or threatened to be made a party to 
any action or proceeding, whether civil or criminal and whether 
by or in the right of the Corporation or otherwise, by reason of 
the fact that such person or such person's testator or intestate 
is or was a director or officer of the Corporation or serves or 
served at the request of the Corporation any other corporation, 
partnership, joint venture, trust, employee benefit plan or other 
enterprise in any capacity while he or she was such a director or 
officer (hereinafter referred to as Indemnified Person), 
against judgments, fines, penalties, amounts paid in settlement 
and reasonable expenses, including attorneys' fees, incurred in 
connection with such action or proceeding, or any appeal therein, 
provided that no such indemnification shall be made if a judgment 
or other final adjudication adverse to such Indemnified Person 
establishes that either (a) his or her acts were committed in bad 
faith, or were the result of active and deliberate dishonesty, 
and were material to the cause of action so adjudicated, or (b)
that he or she personally gained in fact a financial profit or 
other advantage to which he or she was not legally entitled.

     The Corporation shall advance or promptly reimburse upon 
request any Indemnified Person for all expenses, including 
attorneys' fees, reasonably incurred in defending any action or 
proceeding in advance of the final disposition thereof upon 
receipt of an undertaking by or on behalf of such Indemnified 
Person to repay such amount if such Indemnified Person is
ultimately found not to be entitled to indemnification or, where
indemnification is granted, to the extent the expenses so 
advanced or reimbursed exceed the amount to which such 
Indemnified Person is entitled.

     Nothing herein shall limit or affect any right of any 
Indemnified Person otherwise than hereunder to indemnification or 
expenses, including attorneys' fees, under any statute, rule, 
regulation, certificate of incorporation, by-law, insurance 
policy, contract or otherwise.

	PAGE 6

     Anything in these by-laws to the contrary notwithstanding, 
no elimination of this by-law, and no amendment of this by-law 
adversely affecting the right of any Indemnified Person to 
indemnification or advancement of expenses hereunder shall be 
effective until the 60th day following notice to such Indemnified 
Person of such action, and no elimination of or amendment to this 
by-law shall thereafter deprive any Indemnified Person of his or 
her rights hereunder arising out of alleged or actual 
occurrences, acts or failures to act prior to such 60th day.

     The Corporation shall not, except by elimination or 
amendment of this by-law in a manner consistent with the 
preceding paragraph, take any corporate action or enter into any 
agreement which prohibits, or otherwise limits the rights of any 
Indemnified Person to, indemnification in accordance with the 
provisions of this by-law.  The indemnification of any 
indemnified Person provided by this by-law shall be deemed to be 
a contract between the Corporation and each Indemnified Person 
and shall continue after such Indemnified Person has ceased to be 
a director or officer of the Corporation and shall inure to the 
benefit of such Indemnified Person's heirs, executors, 
administrators and legal representatives.  If the Corporation 
fails timely to make any payment pursuant to the indemnification 
and advancement or reimbursement of expenses provisions of this 
Article V and an Indemnified Person commences an action or 
proceeding to recover such payment, the Corporation in addition 
shall advance or reimburse such Indemnified Person for the legal 
fees and other expenses of such action or proceeding.

     The Corporation is authorized to enter into agreements with 
any of its directors or officers extending rights to 
indemnification and advancement of expenses to such Indemnified 
Person to the fullest extent permitted by applicable law, but the 
failure to enter into any such agreement shall not affect or 
limit the rights of such Indemnified Person pursuant to this
by-law, it being expressly recognized hereby that all directors 
or officers of the Corporation, by serving as such after the 
adoption hereof, are acting in reliance hereon and that the 
Corporation is estopped to contend otherwise.  Persons who are 
not directors or officers of the Corporation shall be similarly 
indemnified and entitled to advancement or reimbursement of
expenses to the extent authorized at any time by the Board of 
Directors.

     In case any provision in this by-law shall be determined at 
any time to be unenforceable in any respect, the other provisions 
shall not in any way be affected or impaired thereby, and the 
affected provision shall be given the fullest possible 
enforcement in the circumstances, it being the intention of
the Corporation to afford indemnification and advancement of 
expenses to its directors or officers, acting in such capacities 
or in the other capacities mentioned herein, to the fullest 
extent permitted by law whether arising from alleged or actual 
occurrences, acts or failures to act occurring before or after 
the adoption of this Article V. 

     For purposes of this by-law, the Corporation shall be deemed 
to have requested an Indemnified Person to serve an employee 
benefit plan where the performance by such Indemnified Person of 
his or her duties to the Corporation also imposes duties on, or 
otherwise involves services by, such Indemnified Person to the 
plan or participants or beneficiaries of the plan, and excise 
taxes assessed on an Indemnified Person with respect to an
employee benefit plan pursuant to applicable law shall be 
considered indemnifiable fines.  For purposes of this by-law, the 
term `Corporation' shall include any legal successor to the 
Corporation, including any corporation which acquires all or 
substantially all of the assets of the Corporation in one or more 
transactions."

     The Corporation also has entered into individual contracts 
with all its directors, Chief Financial Officer and General 
Counsel providing for indemnification similar to the 
indemnification provisions in the By-laws.

     Sections 721 through 726 of the New York Business 
Corporation Law contain provisions for indemnification by the 
Corporation, under certain circumstances, of officers and 
directors of the Corporation for certain liabilities which may be 
incurred by them in their capacities as such.

     The Corporation has purchased insurance to indemnify the 
Corporation and all of its directors, officers and certain other 
employees who hold management positions in the Corporation and 
its operating divisions and subsidiaries for those liabilities in 
respect of which such indemnification insurance is permitted 
under the laws of the State of New York.

     The Corporation has additionally purchased insurance, as an 
extension of the foregoing policy, covering any directors, 
officers, and full-time salaried employees who are or shall be in 
breach of any fiduciary duty imposed by the Employee Retirement 
Income Security Act of 1974 upon fiduciaries as defined under 
that Act.

     The Corporation's Certificate of Incorporation provides that 
a director of the Corporation shall not be personally liable to 
the Corporation or its shareholders for monetary damages for 
breach of duty as a director unless the director's acts or 
omissions (a) were in bad faith, (b) involved intentional
misconduct or a knowing violation of law, (c) resulted in the 
director deriving an improper personal benefit, or (d) resulted 
in the paying of a dividend, the approval of a stock repurchase, 
the distribution of corporate assets upon dissolution, or the 
   
making of a loan to a director in violation of Section 719 of the 
New York Business Corporation Law.

     Item 7.  Exemption from Registration Claimed

     Not applicable.

     Item 8.  Exhibits

     The Exhibit Index immediately preceding the exhibits is 
incorporated herein by reference.

 
     Item 9.  Undertakings

     (a) The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are 
being made, a post-effective amendment to this registration 
statement:

     (i) To include any prospectus required by Section 10(a)(3) 
of the Securities Act of 1933;

     (ii) To reflect in the prospectus any facts or events 
arising after the effective date of the registration statement 
(or the most recent post-effective amendment thereof) which, 
individually or in the aggregate, represent a fundamental change 
in the information set forth in the registration statement;

    (iii) To include any material information with respect to the 
plan of distribution not previously disclosed in the registration 
statement or any material change to such information in the 
registration statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 
do not apply if the information required to be included in a 
post-effective amendment by those paragraphs is contained in 
periodic reports filed by the registrant pursuant to Section 13 
or Section 15(d) of the Securities Exchange Act of 1934 that are 
incorporated by reference in the registration statement.

     (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.

     (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.

     (b) The undersigned registrant hereby undertakes that, 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.

     (c) 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 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

     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 or amendment 
to the registration statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of Stamford, 
and the State of Connecticut on this 24th day of April, 1997.

                                      GENERAL SIGNAL CORPORATION
                       
                                      By: /s/  Joanne L. Bober, 
                                      Senior Vice President,
                                      General Counsel and                     
                                      Secretary                               

     Pursuant to the requirements of the Securities Act of 1933, 
this registration statement or amendment to the registration 
statement has been signed below by the following persons in the 
capacities and on the dates indicated.

Signature                  Title                      Date

Michael D. Lockhart*     Chairman and Director      April 24,1997
                         (Principal Executive Officer)

Terence D. Martin*         Executive Vice 
                           President-               April 24,1997
                           and Chief Financial Officer
                          (Principal Financial Officer)

Raymond L. Arthur*          Vice President and 
                           Controller               April 24,1997
                           (Principal Accounting Officer)

H. Kent Bowen*             Director                 April 24,1997

Van C. Campbell*           Director                 April 24,1997

Michael A. Carpenter*      Director                 April 24,1997

Ursula F. Fairbairn*       Director                 April 24,1997

Ronald E. Ferguson*        Director                 April 24,1997

Robert D. Kennedy*         Director                 April 24,1997

John R. Selby*             Director                 April 24,1997

*By  /s/  (Joanne L. Bober, Attorney-in-fact)

                          INDEX TO EXHIBITS
                       GENERAL SIGNAL CORPORATION
           EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8 

Exhibit No.          Description

4.1*                Restated Certificate of Incorporation of                  
                    General Signal Corporation, as amended 
                    through April 21,1994 (Exhibit 3.1 of the 
                    registrant's 1994 Form 10-K filed March 21, 
                    1995).

4.2*                By-laws of General Signal Corporation, as  
                    amended through March 20, 1997.  (Exhibit 3.2 
                    of the registrant's Quarterly Report on Form 
                    10-Q for the quarter ended March 31, 1997 
                    filed April 22,1997).

4.3*                Rights Agreement, dated as of February 1, 
                    1996, between General Signal Corporation and 
                    First Chicago Trust Company of New York, as 
                    Rights Agent. (Exhibit 4 of the Registrant's 
                    Form 8-A filed February 7, 1996).

4.4*                General Signal Corporation 1997 Non-Employee 
                    Directors Stock Option Plan as approved by 
                    shareholders on April 17, 1997 (Exhibit 10.3 of
                    the registrant's Quarterly Report on Form 10-Q 
                    for the quarter ended March 31, 1997 filed 
                    April 23, 1997.

4.5                 Form of Agreement used in regard to grant of 
                    options under General Signal 1997 Non-
                    Employee Directors' Stock Option Plan (filed 
                    herewith). 

5.1                 Opinion of Cahill Gordon & Reindel (filed       
                    herewith).

23.1                Consent of Ernst & Young LLP (filed 
                    herewith).

23.2 *              Consent of Cahill Gordon & Reindel (See 
                    Exhibit 5.1 hereto).

24.1                Powers of Attorney for Michael D. Lockhart, 
                    Terence D. Martin, Raymond L. Arthur, H. Kent 
                    Bowen, Van C. Campbell, Michael A. Carpenter, 
                    Ursula F. Fairbairn, Ronald E. Ferguson, 
                    Robert D. Kennedy and John R. Selby (filed 
                    herewith).   
 
 * Incorporated by reference to a previous Registration Statement
("R.S."), Post- Effective Amendment,  Form 10-K or Form 10-Q.