As filed with the Securities and Exchange Commission on February 1, 1999

                                                Registration No. 333-     

-------------------------------------------------------------------------

                      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 1998 DIRECTOR STOCK OPTION PLAN
                          (Full Title of the Plan)

                              James F. Vondrak
                             PITTWAY CORPORATION
                            200 South Wacker Drive
                         Chicago, Illinois 60606-5802
                    (Name and Address of Agent for Service)

                                312/831-4119
         (Telephone Number, Including Area Code, of Agent for Service)

                       -------------------------------

                       CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================
        Title of                  Amount          Proposed         Proposed
       Securities                 to be           Maximum          Maximum        Amount of
         to be                  Registered     Offering Price      Aggregate     Registration
       Registered                 (1)          Per Share (2)   Offering Price(2)     Fee    
------------------------ --------------------- --------------- ----------------- ------------
<S>                          <C>               <C>             <C>               <C>
Class A Stock,of the Par 
Value of $1.00 Per Share     135,000 shs.       $27.75          $3,746,250        $1,041.46

Common Stock, of the Par
Value of $1.00 Per Share     135,000 shs.(3)      None              None           None
=============================================================================================
</TABLE>
(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 January 29, 1999 as set forth in the New York 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.







                                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 Pittway Corporation ("Registrant" or 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, 1997.

     (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, 1997.

     (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 (including any subsequent Form 8-A) updating
     such description.

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.







                                    2

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.

Elimination of Liability in Certain Circumstances

Article Sixth, Section 4, of the registrant's Restated Certificate of 
Incorporation, as amended, provides, subject to limited exceptions, that a 
director of the registrant shall not be personally liable to the 
registrant or its stockholders for monetary damages for breach of 
fiduciary duty as a director.  Any repeal or modification of this 
provision will not adversely affect any right or protection of a director 
of the registrant existing at the time of such repeal or modification.


















                                   3

Indemnification and Insurance

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 
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.


                                   4

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 $25 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.


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.






                                   5

     (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 
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 
February 1, 1999.

                                               PITTWAY CORPORATION 

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

Each person whose signature appears below hereby authorizes King Harris, 
Edward J. Schwartz, Paul R. Gauvreau and James F. Vondrak 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 1st day of February, 1999:


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


/s/ King Harris                         /s/ Leo A. Guthart            
King Harris, Director, President        Leo A. Guthart, Director 
and Chief Executive Officer


/s/ Paul R. Gauvreau                    /s/ Irving B. Harris          
Paul R. Gauvreau, Principal             Irving B. Harris, Director
Financial and Accounting Officer


/s/ Eugene L. Barnett            
Eugene L. Barnett, Director      


/s/ Fred Conforti                       /s/ Jerome Kahn, Jr.          
Fred Conforti, Director                 Jerome Kahn Jr., Director  


/s/ E. David Coolidge III               /s/ John W. McCarter, Jr.     
E. David Coolidge III, Director         John W. McCarter, Jr., Director

                                     7




                            INDEX TO EXHIBITS

                                                                         
                                                             Sequentially
Exhibit                                                     Numbered Page


4     Pittway Corporation 1998 Director Stock Option Plan           9-14

5     Opinion of Kirkland & Ellis                                     15

23.1  Consent of Kirkland & Ellis (included in Exhibit 5)             15

23.2  Consent of PricewaterhouseCoopers LLP                           16

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


























                                     8
[{"type": "S-8", "sequence": "1", "description": "S-8 DOCUMENT", "secsgml_size_bytes": 18146}]
{"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": "333-71617", "film-number": "99519438"}, "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 February 1, 1999

                                                Registration No. 333-     

-------------------------------------------------------------------------

                      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 1998 DIRECTOR STOCK OPTION PLAN
                          (Full Title of the Plan)

                              James F. Vondrak
                             PITTWAY CORPORATION
                            200 South Wacker Drive
                         Chicago, Illinois 60606-5802
                    (Name and Address of Agent for Service)

                                312/831-4119
         (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     Registration
       Registered                 (1)          Per Share (2)   Offering Price(2)     Fee    
------------------------ --------------------- --------------- ----------------- ------------
Class A Stock,of the Par 
Value of $1.00 Per Share     135,000 shs.       $27.75          $3,746,250        $1,041.46

Common Stock, of the Par
Value of $1.00 Per Share     135,000 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 January 29, 1999 as set forth in the New York 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.

                                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 Pittway Corporation ("Registrant" or 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, 1997.

     (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, 1997.

     (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 (including any subsequent Form 8-A) updating
     such description.

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.

                                    2

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.

Elimination of Liability in Certain Circumstances

Article Sixth, Section 4, of the registrant's Restated Certificate of 
Incorporation, as amended, provides, subject to limited exceptions, that a 
director of the registrant shall not be personally liable to the 
registrant or its stockholders for monetary damages for breach of 
fiduciary duty as a director.  Any repeal or modification of this 
provision will not adversely affect any right or protection of a director 
of the registrant existing at the time of such repeal or modification.

                                   3

Indemnification and Insurance

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 
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.

                                   4

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 $25 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.

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.

                                   5

     (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 
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 
February 1, 1999.

                                               PITTWAY CORPORATION 

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

Each person whose signature appears below hereby authorizes King Harris, 
Edward J. Schwartz, Paul R. Gauvreau and James F. Vondrak 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 1st day of February, 1999:

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

/s/ King Harris                         /s/ Leo A. Guthart            
King Harris, Director, President        Leo A. Guthart, Director 
and Chief Executive Officer

/s/ Paul R. Gauvreau                    /s/ Irving B. Harris          
Paul R. Gauvreau, Principal             Irving B. Harris, Director
Financial and Accounting Officer

/s/ Eugene L. Barnett            
Eugene L. Barnett, Director      

/s/ Fred Conforti                       /s/ Jerome Kahn, Jr.          
Fred Conforti, Director                 Jerome Kahn Jr., Director  

/s/ E. David Coolidge III               /s/ John W. McCarter, Jr.     
E. David Coolidge III, Director         John W. McCarter, Jr., Director

                                     7

                            INDEX TO EXHIBITS

                                                                         
                                                             Sequentially
Exhibit                                                     Numbered Page

4     Pittway Corporation 1998 Director Stock Option Plan           9-14

5     Opinion of Kirkland & Ellis                                     15

23.1  Consent of Kirkland & Ellis (included in Exhibit 5)             15

23.2  Consent of PricewaterhouseCoopers LLP                           16

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

                                     8