UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           FORM 10-Q

                           (Mark One)
  (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 1997   Commission file number 1-996
                               OR

               ( ) TRANSITION REPORT PURSUANT TO
             SECTION 13 OR 15(d) OF THE SECURITIES
                      EXCHANGE ACT OF 1934

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

New York                                   16-0445660
(State or other jurisdiction of            (I.R.S. Employer
incorporation or organization)             Identification Number)

High Ridge Park,
Box 10010, Stamford, Connecticut           06904-2010
(Address of principal executive offices)   (Zip Code)


Registrant's telephone number,
including area code                        (203) 329-4100


Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.
                           X
                         (Yes)     (No)

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

Common Stock, par value $1.00                     49,754,965

            (Class)                       (Outstanding at October 9, 1997)

    GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                
                              INDEX


                                                               Page No.
PART I - FINANCIAL INFORMATION:

     Statement of Earnings -
       Three Months Ended September 30, 1997 and 1996              3
     
     Statement of Earnings -
       Nine Months Ended September 30, 1997 and 1996               4
     
     Balance Sheet -
       As of September 30, 1997 and December 31, 1996              5
     
     Condensed Statement of Cash Flow -
       Nine Months Ended September 30, 1997 and 1996               6
     
     Notes to Financial Statements                                 7
     
     Management's Discussion and Analysis of
       Financial Condition and Results of Operations              12
     
     
     
     
PART II - OTHER INFORMATION                                       21


     
     

                        PART I: FINANCIAL INFORMATION
                         ITEM 1: FINANCIAL STATEMENTS
           GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
                            Statement of Earnings
                     (In millions, except per-share data)
                                 (Unaudited)

                                            Three Months Ended
                                               September 30,
                                            1997            1996
                                                                  
   Net sales                                $475.7          $521.6
                                            -------       		------             
   Cost of sales                             346.5           356.2
   Selling, general and administrative                            
        expenses                              99.6            97.5
   Gain on disposition                       (63.7)            - -
                                             ------		        ------             
                                             382.4           453.7
                                             ------          ------     
   Operating earnings                         93.3            67.9
   Equity in earnings of EGS                   1.9             - -
   Interest expense, net                      (3.3)           (5.5)
                                             ------          -------
   Earnings  from  continuing  operations                         
   before                                     91.9            62.4
        income taxes                                              
                                              55.9            25.0
   Income taxes					                        ------          --------
                                                                  
   Earnings from continuing operations        36.0            37.4
   Earnings from discontinued operations,                         
   net of income taxes                         2.3             - -
              					                          ------          --------
                                                                  
   Net earnings                              $38.3           $ 37.4
                                            ========         ======== 
                                                                  
   Net earnings per share:                                        
        Continuing operations               $ 0.71          $ 0.75
        Discontinued operations               0.05             - -
       						                                ------          --------	
        Net earnings                        $ 0.76          $ 0.75
                                            =======         ========            
   Dividends declared per share             $0.255          $ 0.24
                                            =======         ========            
   Average shares outstanding                 50.3            49.8
                                    						  =======	      ========

See accompanying notes to financial statements.


           GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
                            Statement of Earnings
                     (In millions, except per-share data)
                                 (Unaudited)

                                       Nine Months Ended September 30,  
                                            1997            1996
                                                                  
   Net sales                               $1,520.9         $1,518.3
                                           ---------        --------           
   Cost of sales                            1,079.7         1,064.9
   Selling, general and administrative                            
        expenses                              305.7           298.9
   Gain on dispositions                       (63.7)          (20.8)
                                            ---------        --------          
                                             1,321.7         1,343.0
                                                                  
   Operating earnings                          199.2           175.3
   Equity in earnings of EGS                     1.9             - -
   Interest expense, net                       (11.3)          (17.9)
                                            ---------        --------          
   Earnings  from  continuing  operations                         
   before income taxes                         189.8           157.4
                                                                          
   Income taxes                                 95.0            63.0
                                            ---------        --------          
   Earnings from continuing operations          94.8            94.4
   Earnings from discontinued                         
   operations, net of income taxes               2.3             - -
                                            ---------        --------          
   Net earnings                             $   97.1         $  94.4
                                            =========        ========
                                                                  
   Net earnings per share:                                        
        Continuing operations               $    1.86         $  1.90
        Discontinued operations                  0.05             - -
                                            ---------        --------          
        Net earnings                        $    1.91         $  1.90          
                                            =========        ========          
   Dividends declared per share             $   0.765         $  0.72
                                            =========        ========   
                                                                  
   Average shares outstanding                    50.9            49.6
                                      					  =========        ========  


   See accompanying notes to financial statements.


         GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
                               Balance Sheet
                               (In millions)
                                                (Unaudited)   (Audited)
                                                September 30, December 31,
   Assets                                          1997          1996
   Current assets:                                                    
      Cash and cash equivalents                  $   82.8     $   17.7
      Accounts receivable, net                      282.2        353.0
      Inventories, net                              160.2        240.6
      Prepaid expenses and other                                      
         current assets                              28.0         24.7
      Deferred income taxes                          49.6         55.9
                                                 ---------     --------        
         Total current assets                       602.8        691.9
                                                                      
   Property, plant and equipment, net of                              
     accumulated depreciation and amortization      240.5        310.0
   Intangibles, net of accumulated amortization     261.2        381.3
   Investment in EGS                                129.0          - -
   Other assets                                     196.2        167.8
                                                 ---------     ---------       
   Total assets                                  $1,429.7     $1,551.0
                                        								===========   ==========	
  Liabilities and Shareholders' Equity                             
    Current liabilities:                                                
     Short-term borrowings and current                                
        maturities of long-term debt             $    9.7     $    5.6
     Accounts payable                               139.0        187.3
     Accrued expenses                               180.9        214.6
     Income taxes                                    74.2         31.7
                                                  --------     --------        
        Total current liabilities                   403.8        439.2
                                                  --------     ---------       
  Long-term debt, less current maturities            89.8        201.3
  Accrued post-retirement and post-employment                         
     obligations                                    119.8        133.2
  Deferred income taxes                              47.8         17.3
  Other liabilities                                  16.4         16.2
                                                   --------     --------       
        Total long-term liabilities                 273.8        368.0
                                                   --------     --------        
  Shareholders' equity:                                               
     Common stock                                    78.5         78.2
     Additional paid-in capital                     364.2        337.1
     Retained earnings                              725.6        667.4
     Cumulative translation adjustments              (4.8)        (1.4)
     Common stock in treasury                      (411.4)      (337.5)
                                                   --------     --------       
        Total shareholders' equity                  752.1        743.8
                                                   --------     --------        
  Total liabilities and shareholders' equity     $1,429.7     $1,551.0
                                         								 =========	  ==========

See accompanying notes to financial statements


         GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
                     Condensed Statement of Cash Flow
                               (In millions)
                                (Unaudited)
                                            Nine Months Ended September 30,
                                                  1997          1996
                                                                      
   CASH FLOW FROM OPERATING ACTIVITIES:                               
      Net Earnings                                $  97.1      $  94.4
      Adjustments to reconcile net earnings                           
         to net cash from operating activities:                        
            Equity in earnings of EGS                (1.9)          - -
            Gain on dispositions                    (63.7)       (20.8)
            Asset write down and other non-cash      
            charges                                  12.2         19.7
            Deferred income taxes                    21.9         28.3
            Depreciation and amortization            51.7         51.8
            Pension income                          (11.3)        (6.8)
            Other, net                               (1.7)         6.7
      Changes in assets and liabilities, net of                        
         effects from acquisitions and divestitures  (5.8)       (36.7)
                                        								   --------      -------	
                                                                      
            Net cash from operating activities       98.5        136.6
                                                   --------      -------       
   CASH FLOW FROM INVESTING ACTIVITIES:                               
      Divestitures                                  197.8         79.2
      Capital expenditures                          (39.3)       (43.6)
      Other, net                                      0.9          2.8
                                                    ------        ------        
            Net cash from investing activities      159.4         38.4
                                                   --------       ------        
   CASH FLOW FROM FINANCING ACTIVITIES:                               
      Net change in short and long-term                                
          borrowings                                (64.5)      (126.1)
      Dividends paid                                (39.4)       (35.6)
      Issuance of common stock                       11.1         11.3
      Purchase of common stock                     (100.0)        (1.2)
                                                   --------      -------       
            Net cash from financing activities     (192.8)      (151.6)
                                                   --------     ---------       
            Net change in cash and cash equivalents  65.1         23.4
   								                                                              
   CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR    17.7          1.0
                                       								   --------     ---------   
                                                                      
   CASH AND CASH EQUIVALENTS AT END OF PERIOD     $  82.8      $  24.4
                                       								  =========    ==========	

See accompanying notes to financial statements.

    GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
                  Notes to Financial Statements
                           (Unaudited)
                                
1.  In    the   opinion   of   management,   the   accompanying   unaudited
    financial   statements   reflect   all   adjustments   (consisting   of
    normal,   recurring   items)  necessary  for  the   fair   presentation
    of   results   for   these   interim  periods.    These   results   are
    based     upon     generally     accepted     accounting     principles
    consistently   applied   with  those  used  in   the   preparation   of
    the   company's  1996  Annual  Report  on  Form  10-K.    The   results
    of   operations   for  the  nine-month  period  ended   September   30,
    1997    are   not   necessarily   indicative   of   the   results    of
    operations that may be expected for the full year.

    The   financial  information  as  of  September  30,  1997  should   be
    read   in   conjunction   with  the  financial   statements   contained
    in the company's 1996 Annual Report on Form 10-K.

2.  Certain   reclassifications   have   been   made   to   the    1996
    financial statements to conform with the 1997 presentation.

3.   Inventories                       September 30, December 31,
                                            1997         1996
                                              (In millions)
    Finished goods                          $  44.9      $  80.8
    Work in process                            39.7         63.2
    Raw material and purchased parts           89.2        117.1
                                   							  --------     --------
       Total FIFO cost                        173.8        261.1
							
    Excess of FIFO cost over LIFO 
        inventory value                       (13.6)        (20.5)
                                            ---------    ----------            
    Net carrying value                      $ 160.2      $ 240.6
							                                    ==========	   ==========
    Included in the gain on sale of the General Signal Pump
    Group (GSPG) was a LIFO liquidation of $2.0 million.
    Additionally, $5.3 million of the excess of FIFO cost over
    LIFO inventory value was transferred from the General Signal
    Electrical Group (GSEG) to the investment in EGS joint
    venture.
    
4.   Property, Plant and Equipment       September 30,    December 31,
                                            1997          1996
                                               (In millions)    
                                                                
    Property, plant and equipment, at      
    cost                                    $ 597.6      $ 747.3
    
    Accumulated depreciation and                                 
       amortization                         (357.1)       (437.3)
                                            --------     --------              
    Property, plant and equipment, net      $ 240.5      $ 310.0
                                   							  ========	   =========


5.   Capital Stock                        September 30,    December 31,
                                               1997          1996
                                                  (In millions)    
                                                                
    Common stock:                                               
       Shares authorized                      150.0        150.0
       Shares issued                           64.9         64.6
       Held in treasury                      (14.6)        (13.2)

6.   Business Segment Information          Three Months Ended September 30,
                                               1997           1996      
    Net sales:                                     (In millions)       
                                                                   
    Process Controls                         $155.4        $192.1  
    Electrical Controls                       230.8         239.3  
    Industrial Technology                      89.5          90.2  (d)
                                             -------	     -------              
                                             $475.7        $521.6
                                             =======       =======              
    Operating earnings:                                               
    Process Controls                         $ 80.9 (a)    $ 31.0  (e)
    Electrical Controls                         9.4 (b)      26.7  
    Industrial Technology                      12.1 (c)      18.9  (d)
                                             -------        ------             
    Total operating earnings before                              
      unallocated expenses, equity                               
    earnings and interest                      102.4          76.6
                                                                            
    Equity in earnings of EGS                   1.9           - -
    Net interest expense                       (3.3)          (5.5)    
    Unallocated expenses                       (9.1)          (8.7)    
                                              -------	     	--------            
    Earnings before income taxes             $ 91.9        $  62.4
                                             ========      =========
 (a)Includes $63.7 gain on disposition of GSPG, a $0.4 charge
    related to a revision in the internal accounting methodology of
    reserving for potentially uncollectible accounts receivable and
    a $1.4 charge related to a revision in the internal accounting
    methodology of reserving for potentially excess and obsolete inventory.
 (b)Includes a $3.5 charge related to a revision in the internal accounting
    methodology of reserving for potentially uncollectible accounts receivable,
    a $7.3 charge related to a revision in the internal accounting 
    methodology of reserving for potentially excess and obsolete inventory,
    a $2.9 restructuring charge related to Best Power, a $1.0 charge for
    professional fees related to EGS and a $2.9 reversal of plant closure
    reserve set up in first quarter 1996.
 (c)Includes a $1.3 charge related to a revision in the internal accounting
    methodology of reserving for potentially excess and obsolete inventory.
 (d)Includes $4.2 of royalty income.
 (e)Includes a $1.8 insurance gain on the recovery of destroyed
    assets.



                                         Nine Months Ended September 30,
                                            1997          1996     
                                               (In millions)        
    Net sales:                                                       
    Process Controls                         $523.8        $554.0    
    Electrical Controls                       723.8         696.6    
    Industrial Technology                     273.3         267.7 (d)
                                            -------        ------              
                                           $1,520.9      $1,518.3
                                           =========     =========              
    Operating earnings:                                              
    Process Controls                         $126.3 (a)     $97.1 (e)          
    Electrical Controls                        55.0 (b)      61.1 (f)
    Industrial Technology                      45.8 (c)      41.8 (g)
                                           --------       --------             
    Total operating earnings before                              
      unallocated expenses, equity                               
      earnings and interest                    227.1         200.0
                                                                            
    Equity in earnings of EGS                    1.9           - -
    Net interest expense                       (11.3)         (17.9)    
    Unallocated expenses                       (27.9)         (24.7)    
                                            ---------       --------           
    Earnings before income taxes               $189.8       $ 157.4
                                            ==========      ======== 
 (a)Includes $63.7 gain on disposition of GSPG, a $0.4 charge
    related to a revision in the internal accounting methodology of reserving
    for potentially uncollectible accounts receivable and a $1.4 charge
    related to a revision in the internal accounting methodology of reserving
    for potentially excess and obsolete inventory.
 (b)Includes a $3.5 charge related to a revision in the internal accounting
    methodology of reserving for potentially uncollectible accounts receivable,
    a $7.3 charge related to a revision in the internal accounting methodology 
    of reserving for potentially  excess and obsolete inventory, a $2.9
    restructuring charge related to Best Power, a $1.0 charge for
    professional fees related to EGS and a $3.7 reversal of plant
    closure reserves set up in  first quarter 1996.
 (c)Includes a $1.3 charge related to a revision in the internal accounting
    methodology of reserving for potentially excess and obsolete inventory.
 (d)Includes $4.2 of royalty income.
 (e)Includes a $20.8 gain on disposition of Kinney Vacuum, a charge of $4.0
    for product warranty costs and a $1.8 insurance gain on the recovery of
    destroyed assets. 
 (f)Includes an $11.1 charge related to plant closure costs, asset vaulations
    and environmental costs.
 (g)Includes $4.6 charge for asset valuations and $4.2 of royalty income.


7.   Supplemental Information - Statement of Cash Flow
                                         Nine Months Ended September 30,
                                            1997          1996
    Cash paid for:                             (In millions)
                                                                
       Interest                             $  13.1      $19.0
                                   							  ========     ======                
       Income taxes                         $  26.9      $25.3
                                   							  ========     ======
    The company had the following non-                          
    cash investing and financing activity:
                                                      
       Conversion of convertible debt       
        into common stock                   $  39.3      $   - -               
          						
       Contributions of net assets to       
         joint venture			                   $ 127.1      $   - -

8.   Repurchase of Shares

    In  December  1996, the Board of Directors approved  a  stock
    buy-back  program  of  up to $100.0  million  to  offset  the
    shares  issued in relation to the call for the redemption  of
    the  5.75  percent convertible subordinated notes.  On  April
    17,  1997,  the program was completed with the total  of  2.5
    million shares repurchased for $100.0 million.

    On  June  19, 1997, the Board of Directors approved  a  stock
    buyback  program  of  up  to $150.0 million  subject  to  the
    consummation  of  the  GSPG divestiture.   On  September  18,
    1997,  the  Board of Directors approved an increase  of  this
    program  to  $300.0 million.  The program is expected  to  be
    completed  by the end of 1998.  As of October 22,  1997,  2.1
    million shares were repurchased under this program for  $89.4
    million.

9.  Medium Term Notes

    On  April  7,  1997,  the company sold  $25.0  million  7.114
    percent  medium-term senior notes that are due  on  April  8,
    2002.   On  April  18, 1997, the company sold  an  additional
    $25.0 million 7.00 percent medium-term senior notes that  are
    due  on October 18, 2000.  The proceeds were used to pay down
    floating rate commercial paper.

10. Accounting Pronouncements

    In  February  1997, the Financial Accounting Standards  Board
    ("FASB")  issued Statement of Financial Accounting  Standards
    ("SFAS")  No.  128, "Earnings per Share," which  changes  the
    methodology of calculating earnings per share. The  company
    plans to adopt SFAS No. 128 in  December  1997. Early  adoption
    is not permitted.  Had the  company  adopted SFAS  No. 128 as
    of September 30, 1997, the related per share disclosure  for
    both basic and diluted  earnings  per  share would have been:

                       Three Months Ended  Nine Months Ended
                        September 30,        September 30,
                        1997     1996        1997      1996
     Basic             $0.76    $0.75       $1.91     $1.90
     Diluted            0.76     0.73        1.90      1.86

     In  June  1997,  the  FASB issued SFAS No.  130,  "Reporting
     Comprehensive  Income" and SFAS No. 131, "Disclosures  about
     Segments  of  an  Enterprise and Related Information".   The
     company must adopt these statements by 1998.  While the company
     is studying the application of  the new   statements,  it  does 
     not  expect  either  of   these statements  to materially affect
     its financial  position  or  results of operations.

11. EGS Joint Venture

    On September 15, 1997, the company and Emerson Electric
    Company  formed  the Emerson General Signal Electrical  Group
    LLC,  (EGS),  a joint venture of Emerson's Appleton  Electric
    division  and  the company's Electrical Group.   The  company
    contributed substantially all of the operating assets of  its
    GSEG  in  exchange  for 47.5 percent  of  EGS.   The  company
    accounts  for  its investment in EGS under the equity  method
    of  accounting.   The  joint  venture's  operations  and  the
    company's  equity in earnings of the joint  venture  for  the
    period  from  September  15,  1997  to  September  30,   1997
    included the following (in millions):

     Net sales                                        $26.5
     Gross profit                                       9.7
     Income from continuing operations                  4.3
                                                           
     The Company's equity in EGS income from               
        continuing operations                         $ 2.0
     Amortization expense for the excess of  cost           
     over the underlying net assets of the joint      
     venture	                                   						 (0.1)                   
                                             									-------		
     Equity in earnings of EGS                         $ 1.9
								                                             	=======
    The company's investment in the EGS joint venture includes
    the  unamortized excess of the company's investment over  its
    equity  in  the joint venture's net assets.  The  excess  was
    $38.2  at  September 30, 1997, and is being  amortized  on  a
    straight-line  basis over an estimated economic  life  of  40
    years.

    Condensed balance sheet information of the EGS joint venture
    as of September 30, 1997 is as follows (in millions):

     Current assets                                  $147.3
     Noncurrent assets                                118.3
     Current liabilities                               60.2
     Noncurrent liabilities                            14.3

    GSEG accounted for  approximately 15 percent of the company's
    1996 consolidated net sales.

    12. Sale of General Signal Pump Division

     On  August 23, 1997, the company sold substantially  all  of
     the  assets of GSPG to Pentair, Inc. for approximately  $200
     million  and  recognized a pre-tax gain  of  $63.7  million.
     Income  tax  expense  on the gain was $46.5  million  or  73
     percent  of  the  pretax gain.  This rate differs  from  the
     company's effective tax rate due to a difference in the book
     and tax bases of GSPG.  GSPG accounted for approximately  10
     percent of the company's 1996 consolidated net sales.
    



           ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS
           OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
          (Dollars in millions, except per-share data)

Results  of  Operations - Third Quarter 1997  Compared  to  Third
Quarter 1996

                              1997       1996
                             Reported   Reported     Change
Net sales                    $475.7     $521.6       (8.8%)
Gross profit                  129.2      165.4      (21.9%)
   Margin percent             27.2%      31.7%             
Selling, general and                                       
   administrative              99.6       97.5         2.2%
expenses
   Percent of sales           20.9%      18.7%             
Gain on disposition          (63.7)        - -          - -
Operating earnings             93.3       67.9        37.4%
Equity in earnings of           1.9        - -          - -
EGS
Interest expense, net         (3.3)      (5.5)       (40.0%)
Earnings from continuing                                   
   operations before                                       
income                         91.9       62.4        47.3%
   taxes
Income taxes                   55.9       25.0       123.6%
Net earnings from                                          
continuing                     36.0       37.4       (3.7%)
   operations
Earnings per share from                                    
   continuing operations      $0.71      $0.75       (5.3%)
Earnings per share from                                    
   discontinued                0.05        - -          - -
operations
Net earnings per share        $0.76      $0.75         1.3%

Net  sales:  Consolidated sales decreased 8.8 percent  from  1996
levels  primarily due to the sale of GSPG and contribution of the
net  assets of GSEG to the EGS joint venture.  Adjusted  for  the
disposition  of  GSPG and the contribution of GSEG  to  EGS,  net
sales  decreased  approximately 2 percent.   International  sales
represented approximately 23 percent of total net sales  in  1997
versus 22 percent in 1996.

Process Control sector sales were $155.4 in the third quarter  of
1997  as  compared  to $192.1 in the same period  in  1996.   The
decrease  was  partly  due to the sale of GSPG on  August  23,
1997.  GSPG  recorded sales of approximately $21 in September  of
1996.  Sector sales were also impacted by lower volume of crystal
growing  furnaces and mixers.  The lower sales of crystal growing
furnaces  is a result of a cyclical downturn in the semiconductor
equipment  market.  The lower mixer volume is due to fewer  large
projects from an overcapacity in the chemical processing industry
and weaker gold prices during the quarter.

Sales in the Electrical Controls sector decreased 3.6 percent  to
$230.8 from $239.3 in the same period of last year.  The decrease
is  primarily  due to the company's contribution  of  GSEG's  net
assets  to  the EGS joint venture on September 15, 1997.   GSEG's
sales  for  the  latter half of September 1997, of  approximately
$15,  are  not included in sector sales because GSEG's operations
are  included  in the operations of EGS which is being  accounted
for  using the equity method.  This decrease was partially offset
by  higher  sales  of  fire detection systems  and  medium  power
transformers.

In July 1996, the company negotiated a royalty settlement related
to  one  of its previously divested semiconductor businesses  and
received  $4.2  in connection with this agreement  (the  "Royalty
Income   Amount").   The  company  recognized  this   amount   in
Industrial  Technology sector sales.  Adjusted  for  the  Royalty
Income Amount, 1997 sales increased to $89.5 versus $86.0 in  the
same  period in 1996.  Sales of the CD9000TM ESCON Director,  new
application  sales  of an existing networking monitoring  product
and  growth in the bicycle original equipment manufacturer  (OEM)
segment contributed to the increased sales.

Gross profit: In September 1997, the company revised its internal
accounting  methodology for reserving for potentially excess  and
obsolete inventory to a more conservative measure.  In connection
therewith, the company recorded a $10.0 charge in cost of  sales,
with  $1.4 recorded in the Process Controls sector, $7.3 recorded
in  the  Electrical  Controls sector and  $1.3  recorded  in  the
Industrial Technology sector.

In  August  1997, the company announced a restructuring  plan  of
Best  Power,  a  unit  in  the Electrical  Controls  sector.   In
connection with this plan, the company recorded a $1.1 charge  to
cost of sales to write off assets related to discontinued product
lines.

Adjusted  for the items referred to above and the Royalty  Income
Amount  included  in  1996 net sales,  1997  gross  profit  as  a
percentage  of sales decreased to 29.5 percent from 31.1  percent
in the third quarter of 1996.  The decrease was due to a shift in
sales  to  lower  margin products in certain  businesses,  higher
labor  costs,  higher  warranty costs and  the  impact  of  fixed
overhead  costs  on lower sales.  These increases were  partially
offset by lower material costs due to sourcing initiatives.

Selling, general and administrative expenses: In September  1997,
the  company  revised  its  internal accounting  methodology  for
reserving for potentially uncollectible accounts receivable to  a
more  conservative measure.  In connection therewith, the company
recorded  a  $3.9  charge in selling, general and  administrative
expense,  with $0.4 recorded in the Process Controls  sector  and
$3.5 recorded in the Electrical Controls sector.

The  Best Power restructuring plan referred to above resulted  in
the cancellation of a facility lease in Texas and the payment  of
a  $1.8  settlement  charge.  This charge has  been  included  in
selling, general and administrative expenses.

In September 1997, the company and Emerson Electric formed EGS, a
joint   venture  that  combined  the  two  companies'  electrical
distributor   product   businesses.   The   company   contributed
substantially all of the operating assets and liabilities of GSEG
to  EGS  in  exchange  for 47.5 percent ownership  of  the  joint
venture.   As a result of the formation of the joint  venture,  a
previously  announced restructuring plan of the  company  was  no
longer  required   and the reserve of $2.9  was  reversed.   This
income  has  been included in selling, general and administrative
expenses.   $1.0 of professional fees were incurred  in  1997  in
connection with setting up EGS.

In May 1996, a fire at a supplier facility destroyed certain assets of  a
business in the Process Controls sector.  In September 1996,  the
company  received  $1.8  in insurance proceeds,  net  of  related
expenses, and recognized a gain on the involuntary conversion  of
these  assets.  This amount is included as an offset to  selling,
general and administrative expenses.

Adjusted  for the items referred to above and the Royalty  Income
Amount  included  in  1996 net sales, 1997 selling,  general  and
administrative  expenses as a percentage of  sales  increased  to
20.1  percent  compared to 19.2 percent in the third  quarter  of
1996.   Third quarter 1997 expenses were higher due primarily  to
the impact of fixed expenses on lower sales volume.  Included  in
selling, general and administrative expenses was pension  income
of $4.8 in 1997 and $2.0 in 1996.

Gain  on  disposition:  In August 1997, the company sold GSPG,  a
unit  of the Process Controls sector, for approximately $200  and
recognized a pre-tax gain of $63.7.  Included in the gain  was  a
LIFO  liquidation of approximately $2.0.  Income tax  expense  on
the  gain was $46.5 or 73 percent of the pretax gain.  This  rate
differs from the company's effective tax rate due to a difference
in the book and tax bases of GSPG.

Operating earnings:  Operating earnings for the Process  Controls
sector  was $80.9 compared to $31.0 for the same period in  1996.
The  increase is due to the $63.7 gain on sale of GSPG  partially
offset  by the absence of GSPG September income in 1997,  charges
related  to  the revisions in accounts receivable  and  inventory
reserve  methodologies of $0.4 and $1.4, respectively,  the  $1.8
insurance settlement gain on destroyed assets recognized in  1996
and  lower  volume  in  the  crystal growing  furnace  and  mixer
businesses.

Electrical Controls sector operating earnings decreased to  $9.4,
versus $26.7 in the same period in 1996.  The decrease was due to
charges  related  to  the  revisions in accounts  receivable  and
inventory  reserve methodologies of $3.5 and $7.3,  respectively,
charges  related to the Best Power restructuring  plan  of  $2.9,
$1.0  of  professional  fees  incurred  in  connection  with  EGS,
a shift toward lower margin products in certain businesses,  higher
warranty costs and the company's contribution of  GSEG's  net  assets
to the EGS joint  venture  (the  company records the equity in earnings
of EGS under the equity method  of accounting   below  operating  income). 
These decreases were partially offset by the $2.9 reversal of a
restructuring  reserve that  was  no longer required with the company's
contribution  of GSEG to EGS.

Industrial  Technology  sector operating  earnings  decreased  to
$12.1  versus $18.9 in the same period in 1996.  The decrease  is
due  to  the Royalty Income Amount recognized in 1996, the charge
related to the revision in inventory reserve methodology of $1.3,
and a shift to lower margin products at GS Networks.

Interest expense:  Net interest expense decreased 40.0 percent to
$3.3 versus $5.5 in the same period of 1996.  Cash generated from
operations and divestitures was used to pay down debt.

Income  Tax Expense:  1997 income tax expense includes  $46.5  of
income  taxes  from the sale of GSPG.  Adjusted for this  charge,
the  company's  effective tax rate in 1997 is 38.5  percent.   An
adjustment  of $1.5 ($0.03 per share) to decrease the  1997  full
year  effective  tax  rate from 40 percent to  38.5  percent  was
recorded in the third quarter reflecting increased  tax credits.

Discontinued  operations:   During  1995,  the  company  recorded
losses  on  the divestitures of the Leeds & Northrup Company  and
Dynapower/Stratopower  and  set up reserves  to  cover  potential
remaining  obligations.  In September 1997, $2.3 of this  amount,
net  of  tax, was no longer required and accordingly, was reversed
through discontinued operations.

Results  of  Operations  - Nine Months 1997  Compared  With  Nine
Months 1996

                              1997       1996
                             Reported   Reported     Change
Net sales                  $1,520.9   $1,518.3         0.2%
Gross profit                  441.2      453.4       (2.7%)
  Margin percent              29.0%      29.9%             
Selling, general and                                       
   administrative             305.7      298.9         2.3%
expenses
  Percent of sales            20.1%      19.7%             
Gain on dispositions          (63.7)     (20.8)       206.3%
Operating earnings            199.2      175.3         13.6%
Equity in earnings of           1.9        - -           - -
EGS
Interest expense, net         (11.3)     (17.9)      (36.9%)
Earnings from continuing                                   
   operations before                                       
income                        189.8      157.4        20.6%
   taxes
Income taxes                   95.0       63.0        50.8%
Net earnings from                                          
continuing                     94.8       94.4         0.4%
   operations
Earnings per share from                                    
   continuing operations   $   1.86   $   1.90       (2.1%)
Earnings per share from                                    
   discontinued                0.05        - -          - -
operations
Net earnings per share     $   1.91   $   1.90         0.5%

Net  sales:  Consolidated sales in the first nine months of  1997
increased  0.2  percent over the first nine months  of  1996  due
primarily  to  increased sales in the Electrical Controls  sector
partially offset by the sale of GSPG and contribution of the  net
assets  of  GSEG  to  the EGS joint venture.   Adjusted  for  the
disposition  of  GSPG and the contribution of GSEG  to  EGS,  net
sales  increased approximately 2.5 percent.  International  sales
in  1997  increased 3.0 percent over the same period of 1996  and
represented approximately 23 percent of total net sales versus 22
percent in the same period of 1996.

Process Control sector sales were $523.8 in the first nine months
of  1997  as compared to $554.0 in the same period in 1996.   The
decrease  was partly the result of the sale of GSPG on  August
23,  1997. GSPG recorded sales of approximately $21 in September
of  1996.  Sector sales also decreased due to lower sales  volume
of  crystal growing furnaces, as a result of a cyclical  downturn
in  the  semiconductor equipment market, and decreased  sales  of
coal  feeders.   The decreases were partially  offset  by  higher
demand for industrial oven and laboratory products.

Sales in the Electrical Controls sector increased 3.9 percent  to
$723.8  from  $696.6, as compared to the same period  last  year.
Sales increases were reported by all six units within the sector.
The  largest  improvements  were in  the  construction  material,
medium  power  transformer, treadmill motor  and  fire  detection
products.   GSEG  sales  for the latter half  of  September,  of
approximately $15, are not included in sector sales because GSEG's
operations are included in the operations of EGS which  is  being
accounted for using the equity method.

In  July  1996, the company received the Royalty Income  Amount  of
$4.2, which was recognized in Industrial Technology sector sales.
Adjusted  for  the  Royalty Income Amount, Industrial  Technology
sector sales increased 3.7 percent to $273.3 versus $263.5 in the
same  period  in 1996.  Sales of the CD9000TM ESCON  Director  as
well   as   new  application  sales  of  an  existing  networking
monitoring  product  were the primary causes  for  the  increase.
Increased  demand from North American automotive  producers  also
contributed to the growth.  These increases were partially offset
by lower sales of older technology telecommunication products.

Gross profit: In September 1997, the company revised its internal
accounting  methodology for reserving for potentially excess  and
obsolete inventory to a more conservative measure.  In connection
therewith, the company recorded a $10.0 charge in cost of  sales,
with  $1.4 recorded in the Process Controls sector, $7.3 recorded
in  the  Electrical  Controls sector and  $1.3  recorded  in  the
Industrial Technology sector.

In  August  1997, the company announced a restructuring  plan  of
Best  Power,  a  unit  in  the Electrical  Controls  sector.   In
connection with this plan, the company recorded a $1.1 charge  to
cost of sales to write off assets related to discontinued product
lines.

In  March 1996, the company extended warranty service to  certain
products sold by the Process Controls  sector  which were not covered
by warranty.  The company recorded $4.0 to cover the   cost   of  such
repairs.  Through  September   30,   1997, substantially all of this
reserve had been paid.

The  company reviews on an ongoing basis the carrying  amount  of
company assets.  As part of this review, in the first quarter  of
1996, the future market potential of capitalized software in  the
Industrial  Technology  sector was  determined  to  be  impaired.
Accordingly the company wrote off $4.6 of such software.

As  part  of  the  company's ongoing review  of  operations,  the
company identified property, plant and equipment that will not be
utilized  in future operations, and, therefore, recorded  a  $4.4
charge in March 1996 to write off the assets.

Adjusted  for the items referred to above and the Royalty  Income
Amount  included  in  1996 net sales,  1997  gross  profit  as  a
percentage  of sales decreased to 29.7 percent from 30.5  percent
in  the nine months of 1996.  The decrease was due to a shift  in
sales  to lower margin products in certain businesses as well  as
higher labor, new product development and warranty costs.   These
increases  were partially offset by lower material costs  due  to
sourcing initiatives.

Selling, general and administrative expenses: In September  1997,
the  company  revised  its  internal accounting  methodology  for
reserving for potentially uncollectible accounts receivable to  a
more  conservative measure.  In connection therewith, the company
recorded  a  $3.9  charge in selling, general and  administrative
expense,  with $0.4 recorded in the Process Controls  sector  and
$3.5 recorded in the Electrical Controls sector.

The  Best Power restructuring plan referred to above resulted  in
the cancellation of a facility lease in Texas and the payment  of
a  $1.8  settlement  charge.  This charge has  been  included  in
selling, general and administrative expenses.

In  March 1996, the company adopted a plan to close a factory  in
the  Electrical Controls sector and provided $4.7  primarily  for
lease termination costs, asset write-downs and severance. In June
1997,  the  company determined that $0.8 of this reserve  was  no
longer  required  and  reversed  this  amount  into  income.   In
September  1997, the company and Emerson Electric formed  EGS,  a
joint   venture  that  combined  the  two  companies'  electrical
distributor   product   businesses.   The   company   contributed
substantially all of the operating assets and liabilities of GSEG
to  EGS  in  exchange  for 47.5 percent ownership  of  the  joint
venture.  As a result of the formation of the joint venture,  the
previously  announced restructuring plan of the  company  was  no
longer  required and the remaining reserve of $2.9  was  reversed
into income.  $1.0 of professional fees were incurred in 1997  in
connection with setting up EGS.

Also  in  March  1996,  the  company  changed  its  estimate   of
environmental  costs to be incurred at one of its  facilities  in
the Electrical Controls sector and recorded a $2.0 charge.

In  May  1996,  a  fire at a supplier facility destroyed  certain
assets  of  a  business  in  the  Process  Controls  sector.   In
September  1996, the company received $1.8 in insurance proceeds,
net of related expenses, and recognized a gain on the involuntary
conversion of these assets.  This amount is included as an offset
to selling, general and administrative expenses.

Adjusted  for the items referred to above and the Royalty  Income
Amount  included  in  1996 net sales, 1997 selling,  general  and
administrative  expenses as a percentage of  sales  increased  to
19.9 percent compared to 19.4 percent in the nine months of 1996.
First  quarter 1997 expenses were higher due to higher marketing,
sales  commission,  and information system  costs.   Included  in
selling, general and administrative expenses was pension  income
of $11.3 in 1997 and $6.8 in 1996.

Gain  on  disposition:  In August 1997, the company sold GSPG,  a
unit  of the Process Controls sector, for approximately $200  and
recognized a pre-tax gain of $63.7.  Included in the gain  was  a
LIFO  liquidation of approximately $2.0.  Income tax  expense  on
the  gain was $46.5 or 73 percent of the pretax gain.  This  rate
differs from the company's effective tax rate due to a difference
in the book and tax bases of GSPG.

In  January  1996, the company disposed of Kinney Vacuum  Company
(Kinney),  a  unit  previously included in the  Process  Controls
sector, for $29.0 and recorded a pre-tax gain of $20.8.  Included
in the gain was a LIFO liquidation of approximately $1.1.

Operating earnings: Process controls operating earnings increased
30.1  percent to $126.3, versus $97.1 in the same period in 1996.
The  increase  is due to the $63.7 gain on sale of  GSPG,  higher
volume of industrial oven and laboratory product sales and a $4.0
charge  for  product warranty costs recorded in  1996,  partially
offset  by the absence of GSPG September income in 1997,  charges
related to revisions in accounts receivable and inventory reserve
methodologies of $0.4 and $1.4, respectively, the $20.8  gain  on
the sale of Kinney in 1996, the $1.8 insurance settlement gain on
destroyed  assets  recognized in 1996 and  lower  volume  in  the
crystal   growing  furnace  and  coal  feeder  businesses.   1996
operating  earnings of the Process Controls sector included  $0.7
of environmental insurance recoveries.

Electrical Controls operating earnings decreased 10.0 percent  to
$55.0, versus $61.1 in the same period in 1996. The decrease  was
due  to  charges related to the revisions in accounts  receivable
and   inventory   reserve  methodologies  of   $3.5   and   $7.3,
respectively,  charges  related to the Best  Power  restructuring
plan  of  $2.9, $1.0 of professional fees incurred in  connection
with  EGS,  a  shift  toward  lower margin  products  in  certain
businesses  and  the company's contribution of GSEG  to  the  EGS
joint venture (the company records the equity in earnings of  EGS
under  the  equity method of accounting below operating  income).
These  decreases  were partially offset by the $3.7  reversal  of
restructuring reserves no longer required, and 1996  charges  for
lease  termination  costs, asset write-downs,  and  severance  of
$4.7,  write off of property, plant and equipment of $4.4  and  a
change in estimate of environmental costs of $2.0.

Industrial  Technology  sector operating  earnings  increased  to
$45.8  versus $41.8 in the same period in 1996.  The increase  is
due  mainly  to  higher sales volume, a shift toward  the  higher
margin   CD9000TM   ESCON  Director  product,   productivity
improvements  in  automotive product lines, and  a  $4.6
charge  taken  in  1996  for impairment of capitalized  software.
Partially  offsetting this increase is the Royalty Income  Amount
recognized  in  1996 and the  charge related  to  the  revision  in
inventory reserve methodology of $1.3.

Unallocated expenses increased 13.0 percent to $27.9 in the third
quarter  of  1997 from $24.7 in the same period  in  1996.   1996
unallocated  expenses were positively impacted by the  collection
of  a  $1.3 previously written off receivable.  The  increase  is
primarily   the  result  of  higher  expenses  due  to   divested
businesses and higher benefit cost accruals.

Interest expense:  Net interest expense decreased 36.9 percent to
$11.3  versus  $17.9 in the same period of 1996.  Cash  generated
from operations and divestitures was used to pay down debt.

Income  Tax Expense:  1997 income tax expense includes  $46.5  of
income  taxes  from the sale of GSPG.  Adjusted for this  charge,
the company's effective tax rate in 1997 is 38.5 percent compared
to  40  percent  in  1996.  The decrease reflects  increased  tax
credits.

Discontinued  operations:   During  1995,  the  company  recorded
losses  on  the divestitures of the Leeds & Northrup Company  and
Dynapower/Stratopower  and  set up reserves  to  cover  potential
remaining  obligations.  In September 1997, $2.3 of this  amount,
net  of  tax, was no longer required and accordingly, was reversed
through discontinued operations.


Financial Condition - September 30, 1997 Compared to December 31,1996

The  following  summarizes the cash flow activity for  the  first
nine months of 1997 compared to the first nine months of 1996.
                                             1997      1996
Cash flow from operating activities         $98.5    $136.6
                                                           
Divestitures                                197.8      79.2
Capital expenditures                        (39.3)    (43.6)
Other investing activities                    0.9       2.8
Cash flow from investing activities         159.4      38.4
                                                           
Debt borrowings/(repayments)                (64.5)   (126.1)
Dividends paid                              (39.4)    (35.6)
Purchase of common stock                   (100.0)     (1.2)
Issuance of common stock                     11.1      11.3
Cash flow from financing activities        (192.8)   (151.6)

Included   in  operating  cash  flow  for  1997  and  1996   were
expenditures  of  $6.1  and  $19.3,  respectively,   related   to
previously  divested operations and $6.2 and $4.3,  respectively,
for severance pay.

Operating  cash flow for the first nine months of 1997  decreased
in  comparison to the first nine months of 1996 primarily due  to
lower  earnings,  after  adjusting for non-operating  activities,
lower  accounts receivable collections and lower accrued expenses
due to the decrease in disposition and restructuring accruals  as
well as payment of other non-operating accruals.

In  September 1997, the company announced its intention  to  spin
off its GS Networks unit and look at the possible disposition  of
three  other units.  These four units accounted for approximately
18 percent of the company's 1996 net sales.

In  December 1996, the Board of Directors approved a  stock  buy-
back  program  of up to $100.0 to offset the dilutive  impact  of
shares  issued  in  connection with the convertible  subordinated
notes  redemption.  On April 17, 1997, the company concluded  the
buy-back   program   which  resulted   in   the   repurchase   of
approximately 2.5 million shares.  On June 19, 1997, the Board of
Directors  approved  a stock buy-back program  of  up  to  $150.0
subject to the consummation of the GSPG divestiture.  On September
18,  1997, the  Board  of Directors approved an increase of this
program  to $300.0.  As of October 22, 1997, the company had
repurchased  2.1 million shares under this program for $89.4.

Total  debt-to-total capitalization was 11.7 percent at September
30, 1997, down from 21.8 percent at year-end.  Cash received from
operations and   divestitures  was  used  to  pay  down   outstanding
commercial  paper.   Debt  levels will increase  as  the  company
repurchases  shares  under the current share repurchase  program.
The  company is well positioned to finance future working capital
requirements  and  capital expenditures through current  earnings
and available credit facilities.

On  April  7, 1997, the company sold $25.0 7.114 percent  medium-
term  senior notes that are due on April 8, 2002.  On  April  18,
1997,  the company sold an additional $25.0 7.00 percent  medium-
term senior notes that are due on October 18, 2000.  The proceeds
were used to pay down floating rate commercial paper.

Other Matters

Since  the  company is a producer of capital goods and equipment,
its  results can vary with the relative strength of the  economy.
Demand  for  products in the Process Controls sector follows  the
demand  for capital goods orders.  The Electrical Controls sector
depends  upon  several  markets, principally  the  nonresidential
construction  and computer equipment industries.  The  Industrial
Technology   sector   depends  on  several   markets,   primarily
automotive,    mass    transportation,   and   telecommunications
equipment.  Mass transportation depends
upon  continued  federal  and  local  government  spending,   and
telecommunications  is  dependent  upon  continued  research  and
development and the continued success
of  new  products.  While no one marketplace or  industry  has  a
significant  impact on the company's operations or  results,  the
inherent  pace  of technological changes presents  certain  risks
that  the company monitors carefully.  Success within all of  the
company's  businesses is dependent upon the  timely  introduction
and acceptance of new products.



Forward-looking Statements

The  company  may  from time to time make projections  concerning
future  operations  and earnings.  The company's  forward-looking
statements are based on the company's current expectations, which
are  subject  to a number of risks and uncertainties  that  could
materially  affect or reduce such operations  and  earnings.   In
addition  to  the  general factors identified in "Other  Matters"
above,  the  primary factors that could specifically  affect  the
company's  expectations include the failure of: (1)  order  rates
increasing as expected, (2) productivity improvements meeting  or
exceeding  budget,  and (3) new products under development  being
produced and accepted as anticipated.
                                
                     PART II:  OTHER INFORMATION

        
Item 6. Exhibits and Reports on Form 8-K.

 (a)    Exhibits:
        
        27.0  Financial Data Schedule

   (b)  Reports on Form 8-K:
   
        Form  8-K dated September 9, 1997 related to  the
        disposition of the General Signal Pump Group


                           SIGNATURES



Pursuant  to the requirements of the Securities Exchange  Act  of
1934, the Registrant has duly caused this report to be signed  on
its behalf by the undersigned thereunto duly authorized.









                                GENERAL SIGNAL CORPORATION



                                   /s/ Raymond L. Arthur

                                    Raymond L. Arthur
                               Vice President and Controller
                                  Chief Accounting Officer

DATE:  October 24, 1997




                           SIGNATURES



Pursuant  to the requirements of the Securities Exchange  Act  of
1934, the Registrant has duly caused this report to be signed  on
its behalf by the undersigned thereunto duly authorized.









                                GENERAL SIGNAL CORPORATION




                                     Raymond L. Arthur
                               Vice President and Controller
                                 Chief Accounting Officer


DATE:  October 24, 1997