Registration Statement No. 33-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

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

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

   1415 West 22nd Street, Suite 1100, Oak Brook, Illinois      60521
      (Address of Principal Executive Offices)               (Zip Code)

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

                               KIM A. WEHRENBERG
                 Vice President, General Counsel and Secretary
                          Federal Signal Corporation
         1415 West 22nd Street, Suite 1100, Oak Brook, Illinois 60521
                         (Name and address of agent for service)

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



                        CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------
                                     Proposed     Proposed
  Title of                           maximum      maximum
securities          Amount           offering     aggregate      Amount of
    to be           to be            price per    offering       registra-
registered        registered (1)     unit (2)     price (2)      tion fee   

---------------------------------------------------------------------------
| Common Stock  |   1,000,000    |    $24.69    | $24,690,000 |  $7,481.82  |
|               |                |              |             |             |
|               |                |              |             |             |
---------------------------------------------------------------------------
(1)   Preferred  Share Purchase  Rights (the "Rights") which are attached to and
      trade with the Common Stock are also  registered  under this  Registration
      Statement. Any value attributable to the Rights is reflected in the market
      price of the Common Stock.

(2)   Pursuant to Rule 457(h),  the maximum offering price (estimated solely for
      the purpose of  calculating  the  registration  fee) was  calculated to be
      $24.69  upon the basis of the  average  of the high and low  prices of the
      Common Stock reported on the  consolidated  reporting system on October 9,
      1996.

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

                                      -1-



<PAGE>




                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


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


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference


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

      (a) The Registrant's  latest annual report on Form 10-K for the year ended
December 31, 1995 and the latest annual report for the Plan on Form 11-K.

      (b) The Registrant's  latest quarterly reports on Form 10-Q for the fiscal
quarters ending March 31, 1996 and June 30, 1996;

      (c) The description of the Rights contained in the Company's  registration
Statement on Form 8-A filed on July 7, 1988 and Form S-8 filed on July 9, 1992.

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

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

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




                                      -2-


<PAGE>



Item 6. Indemnification of Directors and Officers

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

Item 8.  Exhibits

      _         Opinion Re: Legality

      _         Consents of Experts and Counsel
                Consent of Ernst & Young dated October 15, 1996.

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


Item 9.  Undertakings

      The Undersigned registrant hereby undertakes:

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

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

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

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



                                      -3-


<PAGE>



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


                                  SIGNATURES

      The  Registrant.  Pursuant to the  requirements  of the  Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized in the Village of Oak Brook,  State of Illinois,  on October 7,
1996.

                                          FEDERAL SIGNAL CORPORATION

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





                                      -4-


<PAGE>



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

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

Signature                   Title                           Date


 /s/                        Vice President and Chief         10/7/96
Henry L. Dykema             Financial Officer


 /s/                        Controller  (Principal           10/7/96
Richard L. Ritz             Accounting Officer)


 /s/                         Director                        10/7/96
J. Patrick Lannan, Jr.


 /s/                        Director                         10/7/96
James A. Lovell, Jr.


 /s/                        Director                         10/7/96
Thomas N. McGowen, Jr.


 /s/                        Director                         10/7/96
Walter R. Peirson


 /s/                        Director                         10/7/96
Joseph J. Ross


 /s/                        Director                         10/7/96
Richard R. Thomas



                                      -5-


<PAGE>



      The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee  benefit plans) have duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized,  in the City of Oak  Brook,  State of
Illinois on October 7, 1996.

                         THE FEDERAL SIGNAL CORPORATION
                               STOCK BENEFIT PLAN



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



                                     -6-


<PAGE>



                                           Exhibit 2





                  CONSENT OF INDEPENDENT AUDITORS



We consent to the incorporation by reference in this  Registration  Statement on
Form S-8 pertaining to the 1995 Stock Benefit Plan of Federal Signal Corporation
of our report dated January 23, 1996, with respect to the consolidated financial
statements and schedule of Federal Signal Corporation  incorporated by reference
in its Annual Report (Form 10-K) for the year ended December 31, 1995 filed with
the Securities and Exchange Commission.



                               /s/ ERNST & YOUNG





Chicago, Illinois
October 15, 1996




                                    Exhibit 1 - Legal Opinion




      KIM A. WEHRENBERG

      Vice President, General Counsel
      and Secretary

                                 October 7, 1996



Federal Signal Corporation
1415 W. 22nd Street
Oak Brook, IL 60521

Gentlemen:

Referring to the accompanying Registration Statement on From S-8 relating to the
registration  of 1,000,000  shares for "The  Federal  Signal  Corporation  Stock
Benefit Plan" (the "Plan"), I am of the opinion that:

      1.   Federal Signal Corporation is a validly organized and
existing corporation under the laws of the State of Delaware.

      2. All  necessary  corporate  action has been duly taken to authorize  the
establishment of the Plan and issuance of up to 1,000,000 shares under the Plan.

      3. The shares of Federal Signal Corporation Common Stock issuable upon the
exercise of options or granting of stock  awards have been duly  authorized  and
reserved for  issuance,  and when issued and  delivered in  accordance  with the
terms of the Plan and grants made thereunder, will be legally issued, fully paid
and nonassessable shares of Common Stock of Federal Signal Corporation.

I hereby  consent to the filing of this opinion with the Securities and Exchange
Commission in connection with the Registration  Statement referred to above, and
the use of my name in the  Prospectus  under Legal  Opinion which is included in
the Registration Statement.

                                Very truly yours,



                                Kim A. Wehrenberg

KAW:ln
<PAGE>
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{"company-data": {"conformed-name": "FEDERAL SIGNAL CORP /DE/", "cik": "0000277509", "assigned-sic": "3711", "irs-number": "361063330", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14251", "film-number": "96644347"}, "business-address": {"street1": "1415 W 22ND ST STE 1100", "city": "OAK BROOK", "state": "IL", "zip": "60521", "phone": "7089542000"}, "former-company": {"former-conformed-name": "FEDERAL SIGN & SIGNAL CORP /DE/", "date-changed": "19600201"}}
Registration Statement No. 33-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

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

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

   1415 West 22nd Street, Suite 1100, Oak Brook, Illinois      60521
      (Address of Principal Executive Offices)               (Zip Code)

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

                               KIM A. WEHRENBERG
                 Vice President, General Counsel and Secretary
                          Federal Signal Corporation
         1415 West 22nd Street, Suite 1100, Oak Brook, Illinois 60521
                         (Name and address of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------
                                     Proposed     Proposed
  Title of                           maximum      maximum
securities          Amount           offering     aggregate      Amount of
    to be           to be            price per    offering       registra-
registered        registered (1)     unit (2)     price (2)      tion fee   

---------------------------------------------------------------------------
| Common Stock  |   1,000,000    |    $24.69    | $24,690,000 |  $7,481.82  |
|               |                |              |             |             |
|               |                |              |             |             |
---------------------------------------------------------------------------
(1)   Preferred  Share Purchase  Rights (the "Rights") which are attached to and
      trade with the Common Stock are also  registered  under this  Registration
      Statement. Any value attributable to the Rights is reflected in the market
      price of the Common Stock.

(2)   Pursuant to Rule 457(h),  the maximum offering price (estimated solely for
      the purpose of  calculating  the  registration  fee) was  calculated to be
      $24.69  upon the basis of the  average  of the high and low  prices of the
      Common Stock reported on the  consolidated  reporting system on October 9,
      1996.

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

                                      -1-
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

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

      (a) The Registrant's  latest annual report on Form 10-K for the year ended
December 31, 1995 and the latest annual report for the Plan on Form 11-K.

      (b) The Registrant's  latest quarterly reports on Form 10-Q for the fiscal
quarters ending March 31, 1996 and June 30, 1996;

      (c) The description of the Rights contained in the Company's  registration
Statement on Form 8-A filed on July 7, 1988 and Form S-8 filed on July 9, 1992.

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

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

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

                                      -2-
Item 6. Indemnification of Directors and Officers

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

Item 8.  Exhibits

      _         Opinion Re: Legality

      _         Consents of Experts and Counsel
                Consent of Ernst & Young dated October 15, 1996.

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

Item 9.  Undertakings

      The Undersigned registrant hereby undertakes:

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

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

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

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

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

                                  SIGNATURES

      The  Registrant.  Pursuant to the  requirements  of the  Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized in the Village of Oak Brook,  State of Illinois,  on October 7,
1996.

                                          FEDERAL SIGNAL CORPORATION

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

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

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

Signature                   Title                           Date

 /s/                        Vice President and Chief         10/7/96
Henry L. Dykema             Financial Officer

 /s/                        Controller  (Principal           10/7/96
Richard L. Ritz             Accounting Officer)

 /s/                         Director                        10/7/96
J. Patrick Lannan, Jr.

 /s/                        Director                         10/7/96
James A. Lovell, Jr.

 /s/                        Director                         10/7/96
Thomas N. McGowen, Jr.

 /s/                        Director                         10/7/96
Walter R. Peirson

 /s/                        Director                         10/7/96
Joseph J. Ross

 /s/                        Director                         10/7/96
Richard R. Thomas

                                      -5-
The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee  benefit plans) have duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized,  in the City of Oak  Brook,  State of
Illinois on October 7, 1996.

                         THE FEDERAL SIGNAL CORPORATION
                               STOCK BENEFIT PLAN

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

                                     -6-
Exhibit 2

                  CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this  Registration  Statement on
Form S-8 pertaining to the 1995 Stock Benefit Plan of Federal Signal Corporation
of our report dated January 23, 1996, with respect to the consolidated financial
statements and schedule of Federal Signal Corporation  incorporated by reference
in its Annual Report (Form 10-K) for the year ended December 31, 1995 filed with
the Securities and Exchange Commission.

                               /s/ ERNST & YOUNG

Chicago, Illinois
October 15, 1996

                                    Exhibit 1 - Legal Opinion

      KIM A. WEHRENBERG

      Vice President, General Counsel
      and Secretary

                                 October 7, 1996

Federal Signal Corporation
1415 W. 22nd Street
Oak Brook, IL 60521

Gentlemen:

Referring to the accompanying Registration Statement on From S-8 relating to the
registration  of 1,000,000  shares for "The  Federal  Signal  Corporation  Stock
Benefit Plan" (the "Plan"), I am of the opinion that:

      1.   Federal Signal Corporation is a validly organized and
existing corporation under the laws of the State of Delaware.

      2. All  necessary  corporate  action has been duly taken to authorize  the
establishment of the Plan and issuance of up to 1,000,000 shares under the Plan.

      3. The shares of Federal Signal Corporation Common Stock issuable upon the
exercise of options or granting of stock  awards have been duly  authorized  and
reserved for  issuance,  and when issued and  delivered in  accordance  with the
terms of the Plan and grants made thereunder, will be legally issued, fully paid
and nonassessable shares of Common Stock of Federal Signal Corporation.

I hereby  consent to the filing of this opinion with the Securities and Exchange
Commission in connection with the Registration  Statement referred to above, and
the use of my name in the  Prospectus  under Legal  Opinion which is included in
the Registration Statement.

                                Very truly yours,

                                Kim A. Wehrenberg

KAW:ln