<PAGE>
As filed with the Securities and Exchange Commission on July 27, 1994        
                                                                
                                                Registration No. 33-     

The Section 10(a) Prospectus Under This Registration Statement Is A Combined
Prospectus Which Also Relates To Registration Statement No. 33-33312.
                                                                           

                     SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549-1004

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

                           PITTWAY CORPORATION
          (Exact Name of Registrant as Specified in its Charter)

        Delaware                                      13-5616408           
(State of Incorporation)                 (I.R.S. Employer Identification No.)

200 South Wacker Drive, Suite 700, Chicago, Illinois             60606-5802
(Address of Principal Executive Offices)                         (Zip Code)


                PITTWAY CORPORATION 1990 STOCK AWARDS PLAN
                         (Full Title of the Plan)

                           Nicholas J. Caccamo
                           PITTWAY CORPORATION
                          200 South Wacker Drive
                       Chicago, Illinois 60606-5802
                  (Name and Address of Agent for Service)

                              312/831-4133
      (Telephone Number, Including Area Code, of Agent for Service)

                         ______________________
<TABLE>
                                    CALCULATION OF REGISTRATION FEE
<CAPTION>
===========================================================================================
        Title of                 Amount         Proposed          Proposed
       Securities                to be          Maximum           Maximum         Amount of
         to be                 Registered    Offering Price  Aggregate Offering  Registration
       Registered                 (1)        Per Share (2)        Price(2)           Fee    
_________________________   _______________  ______________  __________________  ____________
<S>                         <C>              <C>             <C>                 <C>
Class A Stock, of the Par  
Value of $1.00 Per Share     500,000 shs.       $34.1875       $17,093,750       $5,894.44  

Common Stock, of the Par
Value of $1.00 Per Share    500,000 shs.(3)      None              None            None    
===========================================================================================
<FN>

(1) Pursuant to Rule 416(a), this Registration Statement shall be deemed to 
cover any additional shares of Class A Stock or Common Stock issuable 
pursuant to the antidilution provisions of the Plan.
(2) Pursuant to Rule 457(h), estimated solely for the purpose of computing 
the registration fee, on the basis of the average of the high and low prices 
of Class A Stock on July 25, 1994 as set forth in the American Stock 
Exchange -- Composite Transactions.
(3)  These are shares of Common Stock into which the shares of Class A Stock 
being registered herein may be changed in accordance with the Registrant's
Restated Certificate of Incorporation, as amended.

</TABLE>
                                   -1-


<PAGE>
INCORPORATION BY REFERENCE OF EARLIER FORM S-8 REGISTRATION STATEMENT

Pittway Corporation ("Registrant" or the "Company") has earlier filed a
registration statement on Form S-8 (Registration No. 33-33312) relating to
the Pittway Corporation 1990 Stock Awards Plan (the "Earlier Registration
Statement").  This Registration Statement registers additional shares for
offering pursuant to such Plan.  Subject to the final paragraph of Item 3
of Part II of this Registration Statement, the contents of the Earlier
Registration Statement are incorporated herein by reference.




                                PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Part I of Form S-8 is contained in documents
sent or given to award holders as specified by Rule 428(b)(1) under the
Securities Act of 1933 (the "Securities Act").  Such documents and the
documents incorporated by reference pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute the Section 10(a)
prospectus.




                               PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

The following documents filed by the Company with the Securities and
Exchange Commission are incorporated, as of their respective dates, in this
Registration Statement by reference:

      (a)   The Company's Annual Report on Form 10-K for the fiscal year
      ended December 31, 1993.

      (b)   All other reports filed by the Company pursuant to Section 13(a)
      or 15(d) of the Securities Exchange Act of 1934 since December 31,
      1993.

      (c)   The description of the Class A Stock and Common Stock contained
      in the Registration Statement of the Company (then known as Standard
      Shares, Inc.) on Form 8-A dated October 18, 1989, including any
      amendment or report filed for the purpose of updating such
      description.



                                   -2-
<PAGE>
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, subsequent to
the date of this Registration Statement and prior to the filing of a post-
effective amendment to this Registration Statement 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 herein
and to be a part hereof from the date of filing of such documents.


Any statement contained in this Registration Statement or in a document
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 the original Section 10(a) prospectus
(as regards any statement in any previously filed document incorporated by
reference herein), or a statement in any subsequently filed document that
is also incorporated by reference herein or a statement in any subsequent
Section 10(a) prospectus, modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.


Item 4.   Description of Securities.

Not applicable.


Item 5.   Interests of Named Experts and Counsel.

Not applicable.


Item 6.   Indemnification of Directors, Officers and Controlling Persons.

Under certain provisions of the Delaware General Corporation Law, the
registrant has the power to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed 
action, suit or proceeding, by reason of the fact that he or she is or was
a director, officer, employee or agent of the registrant, or is or was
serving at the request of the registrant as a director, officer, employee
or agent of another corporation or other enterprise, against expenses
(including attorney's fees), judgments, fines and amounts paid in
settlement reasonably incurred by him or her in connection with such
action, suit or proceeding; except that under such provisions
indemnification relating to a derivative action or suit is limited to
expenses reasonably incurred in connection with the defense or settlement
thereof.  To be eligible for indemnification under such provisions as to a
particular action, suit or proceeding (or claim, issue or matter therein),
a director, officer, employee or agent must either be successful in his or
her defense thereof (in which event indemnification against related 


                                   -3-
<PAGE>
expenses is mandatory) or must meet certain statutory standards (generally,
that he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the registrant,
and, with respect to any criminal action or proceeding, that he or she had
no reasonable cause to believe his or her conduct was unlawful).  The
indemnification provided by such provisions does not exclude any other
rights to which a person seeking indemnification may otherwise be entitled.

Article Sixth, Section 2, of the registrant's Restated Certificate of
Incorporation, as amended, provides that each person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (including any action by or in the right of the registrant)
by reason of the fact that he or she (i) is or was a director, officer,
employee or agent of the registrant or (ii) is or was serving, at the
request of the registrant, as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall be indemnified by the registrant to the fullest extent permitted by
law, against all expenses (including attorneys' fees), judgments, fines and
amounts paid or to be paid in settlement actually and reasonably incurred
by him or her in connection with such action, act or proceeding.  Article
Sixth, Section 2, provides that such indemnification shall continue as to
any such person who has ceased to be a director, officer, employee or agent
of the registrant and shall inure to the benefit of his or her heirs,
executors, administrators and personal administrators.  Article Sixth,
Section 2, provides that the rights conferred thereunder shall not be
exclusive of any other right to which any person may be entitled under any
By-law, agreement, vote of stockholders or disinterested directors, or
otherwise, both as to action in his or her official capacity and as to
action in another capacity while holding such office.

The Company maintains a liability insurance policy which, subject to
various exclusions and deductibles and subject to annual renewal and
certain rights of the insurer to terminate, covers its directors and
officers (and the registrant's indemnification obligations to them) to an
aggregate maximum of $20 million of coverage against claims made during the
policy period relating to certain civil liabilities, including liabilities
under the Securities Act of 1933.


Item 7.   Exemption from Registration Claimed.

Not applicable.


Item 8.   Exhibits.

The Exhibits filed herewith are specified on the Index to Exhibits at page
8 hereof.



                                   -4-
<PAGE>
 Item 9.   Undertakings.

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 (1)(i) and (1)(ii) do not apply if
      the registration statement is on Form S-3 or Form S-8, and 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 purposes 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.
      
      (4) If the registrant is a foreign private issuer, to file a post-
      effective amendment to the registration statement to include any
      financial statements required by Rule 3-19 of Regulation S-X at the 
      start of any delayed offering or throughout a continuous offering.

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 

                                   -5-
<PAGE>
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
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.































                                   -6-
<PAGE>
                               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 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of Illinois, on 
July 27, 1994.

                                               PITTWAY CORPORATION 

                                            BY /s/  Paul R. Gauvreau      
                                                Paul R. Gauvreau
                                                Financial Vice President
                                                and Treasurer

Each person whose signature appears below hereby authorizes King Harris, 
Edward J. Schwartz, Paul R. Gauvreau and Nicholas J. Caccamo or any of
them, with full power of substitution, to execute in his name and on his 
behalf, and to file, any amendments (including, without limitation, post-
effective amendments) to this registration statement necessary or advisable
in the opinion of any of them to enable the registrant to comply with the
Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission thereunder in
respect thereof, which amendments may make such other changes in this
registration statement as any of them deems advisable.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 27th day of July, 1994:


/s/ Neison Harris                       /s/ Anthony Downs               
Neison Harris, Director and             Anthony Downs, Director
Chairman of the Board


/s/ King Harris                         /s/ Fred Conforti               
King Harris, Director, President        Fred Conforti, Director 
and Chief Executive Officer


/s/ Paul R. Gauvreau                    /s/ Leo A. Guthart             
Paul R. Gauvreau, Principal             Leo A. Guthart, Director
Financial and Accounting Officer


/s/ Eugene L. Barnett                   /s/ Irving B. Harris          
Eugene L. Barnett, Director             Irving B. Harris, Director 


/s/ Sidney Barrows                      /s/ William W. Harris         
Sidney Barrows, Director                William W. Harris, Director  


/s/ E. David Coolidge III               /s/ Jerome Kahn, Jr.          
E. David Coolidge III, Director         Jerome Kahn Jr., Director


                                   -7-
<PAGE>
                            INDEX TO EXHIBITS

                                                              Sequentially
Exhibit                                                       Numbered Page


4.4   Pittway Corporation 1990 Stock Award Plan as amended 
      May 19, 1994.                                                   9-16

5     Opinion of Kirkland & Ellis.                                     17

23.1  Consent of Kirkland & Ellis (included in Exhibit 5).             17

23.2  Consent of Price Waterhouse.                                     18

24    Powers of Attorney (included on the Signatures page hereof).      7




































                                   -8-
[{"type": "S-8", "sequence": "1", "description": "S-8 DOCUMENT", "secsgml_size_bytes": 18347}]
{"company-data": {"conformed-name": "PITTWAY CORP /DE/", "cik": "0000093469", "assigned-sic": "3669", "irs-number": "135616408", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54753", "film-number": "94540132"}, "business-address": {"street1": "200 S WACKER DR STE 700", "city": "CHICAGO", "state": "IL", "zip": "60606-5802", "phone": "3128311070"}, "mail-address": {"street1": "200 S WACKER DR STE 700", "city": "CHICAGO", "state": "IL", "zip": "60606-5802"}, "former-company": [{"former-conformed-name": "STANDARD SHARES INC", "date-changed": "19900321"}, {"former-conformed-name": "STANDARD POWER & LIGHT CORP", "date-changed": "19660905"}]}
As filed with the Securities and Exchange Commission on July 27, 1994        
                                                                
                                                Registration No. 33-     

The Section 10(a) Prospectus Under This Registration Statement Is A Combined
Prospectus Which Also Relates To Registration Statement No. 33-33312.
                                                                           

                     SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549-1004

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

                           PITTWAY CORPORATION
          (Exact Name of Registrant as Specified in its Charter)

        Delaware                                      13-5616408           
(State of Incorporation)                 (I.R.S. Employer Identification No.)

200 South Wacker Drive, Suite 700, Chicago, Illinois             60606-5802
(Address of Principal Executive Offices)                         (Zip Code)

                PITTWAY CORPORATION 1990 STOCK AWARDS PLAN
                         (Full Title of the Plan)

                           Nicholas J. Caccamo
                           PITTWAY CORPORATION
                          200 South Wacker Drive
                       Chicago, Illinois 60606-5802
                  (Name and Address of Agent for Service)

                              312/831-4133
      (Telephone Number, Including Area Code, of Agent for Service)

                         ______________________

                                    CALCULATION OF REGISTRATION FEE
===========================================================================================
        Title of                 Amount         Proposed          Proposed
       Securities                to be          Maximum           Maximum         Amount of
         to be                 Registered    Offering Price  Aggregate Offering  Registration
       Registered                 (1)        Per Share (2)        Price(2)           Fee    
_________________________   _______________  ______________  __________________  ____________
Class A Stock, of the Par  
Value of $1.00 Per Share     500,000 shs.       $34.1875       $17,093,750       $5,894.44  

Common Stock, of the Par
Value of $1.00 Per Share    500,000 shs.(3)      None              None            None    
===========================================================================================
(1) Pursuant to Rule 416(a), this Registration Statement shall be deemed to 
cover any additional shares of Class A Stock or Common Stock issuable 
pursuant to the antidilution provisions of the Plan.
(2) Pursuant to Rule 457(h), estimated solely for the purpose of computing 
the registration fee, on the basis of the average of the high and low prices 
of Class A Stock on July 25, 1994 as set forth in the American Stock 
Exchange -- Composite Transactions.
(3)  These are shares of Common Stock into which the shares of Class A Stock 
being registered herein may be changed in accordance with the Registrant's
Restated Certificate of Incorporation, as amended.
-1-
INCORPORATION BY REFERENCE OF EARLIER FORM S-8 REGISTRATION STATEMENT

Pittway Corporation ("Registrant" or the "Company") has earlier filed a
registration statement on Form S-8 (Registration No. 33-33312) relating to
the Pittway Corporation 1990 Stock Awards Plan (the "Earlier Registration
Statement").  This Registration Statement registers additional shares for
offering pursuant to such Plan.  Subject to the final paragraph of Item 3
of Part II of this Registration Statement, the contents of the Earlier
Registration Statement are incorporated herein by reference.

                                PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Part I of Form S-8 is contained in documents
sent or given to award holders as specified by Rule 428(b)(1) under the
Securities Act of 1933 (the "Securities Act").  Such documents and the
documents incorporated by reference pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute the Section 10(a)
prospectus.

                               PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

The following documents filed by the Company with the Securities and
Exchange Commission are incorporated, as of their respective dates, in this
Registration Statement by reference:

      (a)   The Company's Annual Report on Form 10-K for the fiscal year
      ended December 31, 1993.

      (b)   All other reports filed by the Company pursuant to Section 13(a)
      or 15(d) of the Securities Exchange Act of 1934 since December 31,
      1993.

      (c)   The description of the Class A Stock and Common Stock contained
      in the Registration Statement of the Company (then known as Standard
      Shares, Inc.) on Form 8-A dated October 18, 1989, including any
      amendment or report filed for the purpose of updating such
      description.

                                   -2-
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, subsequent to
the date of this Registration Statement and prior to the filing of a post-
effective amendment to this Registration Statement 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 herein
and to be a part hereof from the date of filing of such documents.

Any statement contained in this Registration Statement or in a document
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 the original Section 10(a) prospectus
(as regards any statement in any previously filed document incorporated by
reference herein), or a statement in any subsequently filed document that
is also incorporated by reference herein or a statement in any subsequent
Section 10(a) prospectus, modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.

Item 4.   Description of Securities.

Not applicable.

Item 5.   Interests of Named Experts and Counsel.

Not applicable.

Item 6.   Indemnification of Directors, Officers and Controlling Persons.

Under certain provisions of the Delaware General Corporation Law, the
registrant has the power to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed 
action, suit or proceeding, by reason of the fact that he or she is or was
a director, officer, employee or agent of the registrant, or is or was
serving at the request of the registrant as a director, officer, employee
or agent of another corporation or other enterprise, against expenses
(including attorney's fees), judgments, fines and amounts paid in
settlement reasonably incurred by him or her in connection with such
action, suit or proceeding; except that under such provisions
indemnification relating to a derivative action or suit is limited to
expenses reasonably incurred in connection with the defense or settlement
thereof.  To be eligible for indemnification under such provisions as to a
particular action, suit or proceeding (or claim, issue or matter therein),
a director, officer, employee or agent must either be successful in his or
her defense thereof (in which event indemnification against related 

                                   -3-
expenses is mandatory) or must meet certain statutory standards (generally,
that he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the registrant,
and, with respect to any criminal action or proceeding, that he or she had
no reasonable cause to believe his or her conduct was unlawful).  The
indemnification provided by such provisions does not exclude any other
rights to which a person seeking indemnification may otherwise be entitled.

Article Sixth, Section 2, of the registrant's Restated Certificate of
Incorporation, as amended, provides that each person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (including any action by or in the right of the registrant)
by reason of the fact that he or she (i) is or was a director, officer,
employee or agent of the registrant or (ii) is or was serving, at the
request of the registrant, as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall be indemnified by the registrant to the fullest extent permitted by
law, against all expenses (including attorneys' fees), judgments, fines and
amounts paid or to be paid in settlement actually and reasonably incurred
by him or her in connection with such action, act or proceeding.  Article
Sixth, Section 2, provides that such indemnification shall continue as to
any such person who has ceased to be a director, officer, employee or agent
of the registrant and shall inure to the benefit of his or her heirs,
executors, administrators and personal administrators.  Article Sixth,
Section 2, provides that the rights conferred thereunder shall not be
exclusive of any other right to which any person may be entitled under any
By-law, agreement, vote of stockholders or disinterested directors, or
otherwise, both as to action in his or her official capacity and as to
action in another capacity while holding such office.

The Company maintains a liability insurance policy which, subject to
various exclusions and deductibles and subject to annual renewal and
certain rights of the insurer to terminate, covers its directors and
officers (and the registrant's indemnification obligations to them) to an
aggregate maximum of $20 million of coverage against claims made during the
policy period relating to certain civil liabilities, including liabilities
under the Securities Act of 1933.

Item 7.   Exemption from Registration Claimed.

Not applicable.

Item 8.   Exhibits.

The Exhibits filed herewith are specified on the Index to Exhibits at page
8 hereof.

                                   -4-
Item 9.   Undertakings.

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 (1)(i) and (1)(ii) do not apply if
      the registration statement is on Form S-3 or Form S-8, and 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 purposes 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.
      
      (4) If the registrant is a foreign private issuer, to file a post-
      effective amendment to the registration statement to include any
      financial statements required by Rule 3-19 of Regulation S-X at the 
      start of any delayed offering or throughout a continuous offering.

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 

                                   -5-
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
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.

                                   -6-
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 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of Illinois, on 
July 27, 1994.

                                               PITTWAY CORPORATION 

                                            BY /s/  Paul R. Gauvreau      
                                                Paul R. Gauvreau
                                                Financial Vice President
                                                and Treasurer

Each person whose signature appears below hereby authorizes King Harris, 
Edward J. Schwartz, Paul R. Gauvreau and Nicholas J. Caccamo or any of
them, with full power of substitution, to execute in his name and on his 
behalf, and to file, any amendments (including, without limitation, post-
effective amendments) to this registration statement necessary or advisable
in the opinion of any of them to enable the registrant to comply with the
Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission thereunder in
respect thereof, which amendments may make such other changes in this
registration statement as any of them deems advisable.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 27th day of July, 1994:

/s/ Neison Harris                       /s/ Anthony Downs               
Neison Harris, Director and             Anthony Downs, Director
Chairman of the Board

/s/ King Harris                         /s/ Fred Conforti               
King Harris, Director, President        Fred Conforti, Director 
and Chief Executive Officer

/s/ Paul R. Gauvreau                    /s/ Leo A. Guthart             
Paul R. Gauvreau, Principal             Leo A. Guthart, Director
Financial and Accounting Officer

/s/ Eugene L. Barnett                   /s/ Irving B. Harris          
Eugene L. Barnett, Director             Irving B. Harris, Director 

/s/ Sidney Barrows                      /s/ William W. Harris         
Sidney Barrows, Director                William W. Harris, Director  

/s/ E. David Coolidge III               /s/ Jerome Kahn, Jr.          
E. David Coolidge III, Director         Jerome Kahn Jr., Director

                                   -7-
INDEX TO EXHIBITS

                                                              Sequentially
Exhibit                                                       Numbered Page

4.4   Pittway Corporation 1990 Stock Award Plan as amended 
      May 19, 1994.                                                   9-16

5     Opinion of Kirkland & Ellis.                                     17

23.1  Consent of Kirkland & Ellis (included in Exhibit 5).             17

23.2  Consent of Price Waterhouse.                                     18

24    Powers of Attorney (included on the Signatures page hereof).      7

                                   -8-