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 June 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                     50,332,461

             (Class)                (Outstanding at July 25, 1997)

    GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                
                              INDEX


                                                           Page No.
PART I - FINANCIAL INFORMATION:

     Statement of Earnings -
       Three Months Ended June 30, 1997 and 1996              3
     
     Statement of Earnings -
       Six Months Ended June 30, 1997 and 1996                4
     
     Balance Sheet -
       As of June 30, 1997 and December 31, 1996              5
     
     
     Condensed Statement of Cash Flow -
       Six Months Ended June 30, 1997 and 1996                6
     
     Notes to Financial Statements                            7
     
     Management's Discussion and Analysis of
       Financial Condition and Results of Operations         11
     
     
     
     
PART II - OTHER INFORMATION                                  17


     
     

                        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 June 30,  
                                            1997            1996
                                                                  
   Net sales                                $539.6          $515.0
                                    							---------       ---------           
   Cost of sales                             375.9           357.3
                                                                  
   Selling, general and administrative                            
        expenses                             101.7            99.4
                                           ---------       ---------           
                                             477.6           456.7
                                           ---------       ---------          
   Operating earnings                         62.0            58.3
                                                                  
   Interest expense, net                       4.6             5.6
                                           ----------       ---------          
   Earnings before income taxes               57.4            52.7
                                                                  
   Income taxes                               23.0            21.1
                                                                  
   Net earnings                             $ 34.4          $ 31.6
                                           -----------     -----------
                                                                  
   Net earnings per share                   $ 0.68          $ 0.64
                                           -----------     -----------         
   Dividends declared per share             $ 0.255         $ 0.24
                                           -----------     -----------         
   Average shares outstanding                 50.3            49.7
                                  							 -----------     -----------

See accompanying notes to financial statements.


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

                                        Six Months Ended June 30,    
                                            1997            1996
                                                                  
   Net sales                               $1,045.2         $996.7              
                                          -----------      -----------          
   Cost of sales                              733.2          708.7
                                                                  
   Selling, general and administrative                            
        expenses                              206.1           201.4
                                                                   
   Gain on disposition                          - -           (20.8)
                                            -----------      ----------        
                                               939.3           889.3
                                            -----------      ----------        
   Operating earnings                          105.9           107.4
                                                                  
   Interest expense, net                         8.0            12.4
                                             -----------      ----------
   Earnings before income taxes                 97.9            95.0
                                                                  
   Income taxes                                 39.2            38.0
                                             -----------      ----------       
   Net earnings                                $58.7           $57.0           
                                             -----------      ---------        
   Net earnings per share                      $1.15           $1.15
                                             -----------      --------         
   Dividends declared per share                $0.51           $0.48
                                    							   -----------	   ----------
                                                                  
   Average shares outstanding                   51.2            49.6
                                    							   -----------	  ----------

   See accompanying notes to financial statements.
 

        GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
                               Balance Sheet
                               (In millions)
                                               Unaudited)   (Audited)
                                               June 30,    December 31,
   Assets                                         1997          1996
   Current assets:                                                    
      Cash and cash equivalents                  $   24.3     $   17.7
      Accounts receivable, net                      362.4        353.0
      Inventories, net                              242.6        240.6
      Prepaid expenses and other                                      
         current assets                              22.4         24.7
      Deferred income taxes                          51.6         55.9
                                                  -----------  --------
         Total current assets                       703.3        691.9
                                                                      
   Property, plant and equipment, net of                              
   accumulated                                      305.8        310.0
      depreciation and amortization                                   
   Intangibles, net of accumulated amortization     366.5        381.3
                                                                      
   Other assets                                     174.3        167.8
                                                 -----------  ---------        
   Total assets                                  $1,549.9     $1,551.0
                                         							 -----------  ---------	
  Liabilities and Shareholders' Equity                            
                                                                      
  Current liabilities:                                                
     Short-term borrowings and current                                
        maturities of long-term debt             $    9.1     $    5.6
     Accounts payable                               180.9        187.3
     Accrued expenses                               193.3        214.6
     Income taxes                                    28.0         31.7
                                                 -----------   ---------        
        Total current liabilities                   411.3        439.2
                                                 -----------   ---------       
  Long-term debt, less current maturities           243.2        201.3
  Accrued post-retirement and post-employment                         
     obligations                                    128.1        133.2
  Deferred income taxes                              28.1         17.3
  Other liabilities                                  16.8         16.2
                                                  -----------   --------       
        Total long-term liabilities                 416.2        368.0
                                                  -----------   --------        
  Shareholders' equity:                                               
     Common stock                                    78.4         78.2
     Additional paid-in capital                     360.8        337.1
     Retained earnings                              700.2        667.4
     Cumulative translation adjustments              (5.5)        (1.4)
     Common stock in treasury                      (411.5)      (337.5)
                                                  -----------   --------       
        Total shareholders' equity                  722.4        743.8
                                                  -----------   --------        
  Total liabilities and shareholders' equity     $1,549.9     $1,551.0
                                        								 -----------  ----------	

See accompanying notes to financial statements

         GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
                     Condensed Statement of Cash Flow
                               (In millions)
                                (Unaudited)
                                                 Six Months Ended June 30,
                                                    1997          1996
                                                                      
   CASH FLOW FROM OPERATING ACTIVITIES:                               
      Net earnings                                $  58.7      $  57.0
      Adjustments to reconcile net earnings                           
         to net cash from operating activities:                        
            Gain on disposition                       - -        (20.8)
            Asset write down and other charges        - -         19.7
            Deferred income taxes                    14.8         15.7
            Depreciation and amortization            35.6         34.9
            Pension credits                          (6.5)        (4.8)
            Other, net                               (1.1)         5.9
      Changes in assets and liabilities, net of                        
         effects from acquisitions and divestitures (43.9)       (19.2)
                                        								  -----------   --------       
            Net cash from operating activities       57.6         88.4
                                                  -----------   --------       
   CASH FLOW FROM INVESTING ACTIVITIES:                               
       Divestitures                                   7.3         71.6
       Capital expenditures                         (26.3)       (28.6)
       Other, net                                     1.5          0.6
                                       								  -----------   --------
            Net cash from investing activities      (17.5)        43.6
                                                  -----------   --------        
   CASH FLOW FROM FINANCING ACTIVITIES:                               
       Net change in short and long-term                               
          borrowings                                 84.7       (102.2)
       Dividends paid                               (26.5)       (23.9)
       Issuance of common stock                       8.3          8.0
       Purchase of common stock                    (100.0)        (0.9)
                                                  -----------   --------       
            Net cash from financing activities      (33.5)      (119.0)
                                                  -----------   -------        
            Net change in cash and cash                
                       equivalents                    6.6          13.0
                                                                      
   CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR    17.7          1.0
                                          						  -----------   --------	
   CASH AND CASH EQUIVALENTS AT END OF PERIOD      $  24.3      $  14.0
                                         								  -----------  --------

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 six-month period ended June 30, 1997
    are not necessarily indicative of the  results of operations
    that may be expected for the full year.

    The financial information as of June 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                             June 30,  December 31,
                                               1997         1996
                                                (In millions)                
    Finished goods                          $  82.1      $  80.8
    Work in process                            65.3         63.2
    Raw material and purchased parts          116.1        117.1
                                    							  --------	   --------
       Total FIFO cost                        263.5        261.1
    Excess of FIFO cost over LIFO                                
       inventory value                       (20.9)        (20.5)
                                            --------     ---------            
    Net carrying value                      $ 242.6      $ 240.6
                                    							 ---------	  ----------

4.   Property, Plant and Equipment          June 30,  December 31,
                                            1997          1996
                                               (In millions)    
                                                                
    Property, plant and equipment,          $ 767.1      $ 747.3
    at cost
    
    Accumulated depreciation and                                 
    amortization                             (461.3)       (437.3)
                                     							 ---------	  ---------- 	          
    Property, plant and equipment,                              
    net                                      $ 305.8      $ 310.0
                                    							 ---------	  ----------

5.   Capital Stock                          June 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 June 30,
                                            1997          1996     
    Net sales:                                 (In millions)         
                                                                     
    Process Controls                         $193.7       $188.8
    Electrical Controls                       257.0        234.7
    Industrial Technology                      88.9         91.5
                                             ---------  ----------              
                                             $539.6       $515.0
                                             ---------  ----------              
    Operating earnings:                                              
    Process Controls                         $ 28.3       $ 27.6     
    Electrical Controls                        26.9         23.9     
    Industrial Technology                      15.4         15.7
                                             ---------  ----------             
    Total operating earnings before                             
      unallocated expenses and interest        70.6         67.2
                                                                     
    Net interest expense                      (4.6)         (5.6)
    Unallocated expenses                      (8.6)         (8.9)    
                                             ---------  ----------             
    Earnings before income taxes             $ 57.4       $ 52.7
                                   							  ---------	  ----------	

                                       Six Months Ended June 30,
                                            1997          1996     
                                               (In millions)         
    Net sales:                                                       
    Process Controls                         $368.4       $361.9
    Electrical Controls                       493.0        457.3
    Industrial Technology                     183.8        177.5
                                           ---------	  ----------              
                                           $1,045.2       $996.7
                                           ---------	  ----------               
    Operating earnings:                                              
    Process Controls                          $45.4       $ 66.1 (a)
    Electrical Controls                        45.6         34.4 (b)
    Industrial Technology                      33.7         22.9 (c)
                                           ---------	  ----------
                                                                               
                                                                    
    Total operating earnings before                             
      unallocated expenses and interest       124.7        123.4
                                                                     
    Net interest expense                      (8.0)        (12.4)
    Unallocated expenses                     (18.8)        (16.0)    
                                           ---------	  ----------              
    Earnings before income taxes             $ 97.9       $ 95.0
                                  							  ---------	  ----------
(a)  Includes $20.8 of gain on disposition of Kinney Vacuum, and
     a charge of $4.0 for product warranty costs.
(b)  Includes an $11.1 charge related to plant closure costs,
     asset valuations and environmental costs.
(c)  Includes $4.6 charge for asset valuations.




7.   Supplemental Information - Statement of Cash Flow
                                            Six Months Ended
     June 30,
                                            1997          1996
    Cash paid for:                           (In millions)                     
                                                                
       Interest                             $   8.4        $14.3
                                            ---------	  ----------           
       Income taxes                         $  22.7        $18.2
                                           ---------	  ---------              
                                                                
    The company had the following non-cash                        
    financing activity:                                                  
                                            
       Conversion of convertible debt       
                 into common stock   	 		  $  39.3      $   - -

          


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.   These
    shares   were   purchased  systematically  in   open   market
    transactions.   On April 17, 1997, the program was  completed
    with  the total of 2.5 million shares repurchased for  $100.0
    million (see note 12).


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.  SFAS No.  128
    requires  the  disclosure  of  diluted  earnings  per   share
    regardless  of its difference from basic 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 June 30, 1997, the related  per  share
    disclosure  for  both basic and diluted  earnings  per  share
    would have been:

              
                                                       
                    Three Months Ended       Six Months Ended
                        June 30,                 June 30,
                        1997     1996        1997      1996
     Basic             $0.68    $0.64       $1.15     $1.15
     Diluted            0.68     0.62        1.14      1.13

     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".   While
     the company is studying the application of the disclosure   
     provisions, it does not expect either of these statements
     to materially affect its financial position or results of
     operations.


11.  Joint Venture

    On June 30, 1997, the company and Emerson Electric Company,
    entered  into  an agreement in principle   to  form  a  joint
    venture  combining  Emerson's Appleton  Electric  division  and
    the  company's  Electrical Group.   Upon formation of the joint
    venture, Emerson would hold a majority interest in the  entity
    and the company would account for its investment  under the
    equity  method of accounting.  The company's  Electrical Group
    accounts for approximately 15 percent of the company's 
    consolidated net sales.

12. Sale of Pump Division

     On  July  21, 1997 the company announced that it had entered
     into an agreement to sell substantially all of the assets of
     the   General  Signal  Pump  Group  to  Pentair,  Inc.   for
     approximately  $200 million.  Consummation of  the  sale  is
     subject   to   the  satisfaction  of  customary   conditions
     including  the  expiration of the applicable waiting  period
     under  the Hart-Scott-Rodino Antitrust Improvements  Act  of
     1976,  as  amended.  Subject to closing adjustments, the
     company expects to record a gain on the transaction.  The
     General Signal Pump Group accounts for  approximately 10
     percent of the company's consolidated 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 - Second Quarter 1997 Compared With  Second
Quarter 1996


                              1997       1996
                             Reported   Reported     Change
Net sales                    $539.6     $515.0         4.8%
Gross profit                  163.7      157.7         3.8%
  Margin percent              30.3%      30.6%             
Selling, general and                                       
   administrative             101.7       99.4         2.3%
expenses
  Percent of sales            18.8%      19.3%             
Operating earnings             62.0       58.3         6.3%
Interest expense, net           4.6        5.6       (17.9%)
Net earnings                   34.4       31.6         8.9%
Net earnings per share        $0.68      $0.64         6.3%

Net  sales:   Sales increased 4.8 percent over  1996  levels  due
primarily  to  higher volume in the Electrical  Controls  sector.
International sales represented approximately 22 percent of total
net  sales  in  1997 and 1996. Export sales were relatively  flat
with  the  second  quarter  of  1996.   Foreign  sales  increased
approximately  9  percent  versus  the  same  period  last   year
primarily  as a result of improvements of the company's  Canadian
and United Kingdom affiliates.

Process Control sector sales were $193.7 in the second quarter of
1997  as  compared  to $188.8 in the same period  in  1996.   The
increase was primarily the result of higher demand for industrial
oven   and  laboratory  freezer  products.   This  increase   was
partially  offset  by  lower  sales  volume  of  crystal  growing
furnaces  as a result of a cyclical downturn in the semiconductor
equipment market.

Sales in the Electrical Controls sector increased 9.5 percent  to
$257.0  from  $234.7  in the same period  of  last  year.   Sales
increases  were  reported by all six operating units  within  the
sector.   The  largest  improvements  were  in  the  construction
material, industrial electrical, treadmill motor and medium power
transformer products.

Industrial  Technology  sector sales decreased  to  $88.9  versus
$91.5  in the same period in 1996.  New networking product  sales
of  the CD9000TM ESCON Director were offset by a decrease in sales
associated with the discontinuance of a low margin original equipment
manufacturer ("OEM") contract. In addition, worker strikes at North
American automobile manufacturers stemmed the increased demand from
North American automobile producers experienced in the first  quarter
of the year.


Gross profit:  Gross profit as a percentage of sales decreased to
30.3  percent  from 30.6 percent in the second quarter  of  1996.
The  decrease was due to higher sales of lower margin products and
increased new product  development  costs partially  offset by
productivity improvements and material cost savings.



Selling,  general and administrative expenses:  Selling,  general
and administrative expenses as a percentage of sales decreased to
18.8  percent compared to 19.3 percent in the second  quarter  of
1996.    Second quarter 1997 selling,  general  and  administrative
expenses  were positively impacted by a $1.9 insurance settlement
in the Process Controls sector and the reversal of $0.8 of excess
plant  closure costs in the Electrical Controls sector.  Included
in  selling,  general  and administrative expenses  were  pension
credits of $2.9 in 1997 and $2.1 in 1996.

Operating earnings:  Operating earnings for the Process  Controls
sector  increased 2.5 percent to $28.3 versus $27.6 in  the  same
period  in 1996.  The increase was primarily driven by  the
higher  volume in the oven and freezer business partially  offset
by lower volume in the crystal growing furnace business.

Electrical  Controls  sector operating  earnings  increased  12.6
percent  to $26.9, versus $23.9 in the same period in 1996.   The
increase was driven by higher sales at all six business units and
productivity  improvements in the electrical product  and  medium
power transformers businesses.

Industrial  Technology sector operating earnings were  relatively
flat  at  $15.4 versus $15.7 in the same period in 1996.   Higher
margins  on  new  telecommunication products offset  lower  sales
volume.

Unallocated expenses declined 3.4 percent to $8.6 in  the  second
quarter  of  1997  from $8.9 in the same period  in  1996.   1996
unallocated  expenses were positively impacted by the  collection
of a $1.3 previously written off receivable.

Interest  expense:   Net interest expense decreased 17.9  percent
to  $4.6  versus  $5.6 in the same period  of  1996  due  to  the
conversion of subordinated notes in late 1996 and early  1997  as
well   as  lower  average  debt  levels.   Cash  generated   from
operations and divestitures was used to pay down debt incurred in
connection with acquisitions made in 1995.

Net  earnings:   Net earnings were $34.4 or $0.68  per  share  in
1997 compared to $31.6 or $0.64 per share in 1996.  The company's
effective tax rate was 40.0 percent in both 1997 and 1996.

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

                               1997       1996
                            Reported    Reported      Change
Net sales                  $1,045.2     $996.7         4.9%
Gross profit                  312.0      288.0         8.3%
Selling, general and                                       
   administrative             206.1      201.4         2.3%
expenses
Operating earnings            105.9      107.4        (1.4%)
Interest expense, net           8.0       12.4       (35.5%)
Net earnings                   58.7       57.0        (3.0%)
Net earnings per share       $ 1.15     $ 1.15          - -

To  facilitate  a more meaningful comparison of  the  results  of
operations for the first half of 1997 with the same period  in
1996, the following items reported in the first half 1996  net
earnings should be excluded.


Gain  on  disposition:  In January 1996, the company disposed  of
Kinney  Vacuum Company, 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 and transaction costs of approximately $0.5.

Product  warranty:  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 June 30, 1997,  payments
made against this reserve were $3.5.  It is anticipated that  the
remaining amount will be expended in 1997.

Capitalized  software:  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.

Factory  closure  and  other:  As part of the  company's  ongoing
review of operations, the company decided in March 1996 to  close
a  factory  in  the Electrical Controls sector and provided  $4.7
primarily  for  lease  termination costs, asset  write-downs  and
severance. In connection with this review, the company identified
property, plant and equipment that will not be utilized in future
operations,  and, therefore, recorded a $4.4 charge to  write-off
the assets.

Environmental:   During the first quarter of  1996,  the  company
changed its estimate of environmental costs to be incurred at one
of  its facilities in the Electrical Controls sector.  The change
in  estimate  of  $2.0  was a result of   additional  information
received about the method and extent of remediation required.


The  following table summarizes the results of operations for the
first half of 1997 and 1996 excluding the items discussed above.

                              1997       1996
                             Reported   Adjusted     Change
Net sales                  $1,045.2     $996.7         4.9%
Gross profit                  312.0      301.0         3.7%
  Margin percent              29.9%      30.2%             
Selling, general and                                       
   administrative             206.1      194.7         5.9%
expenses
  Percent of sales            19.7%      19.5%             
Operating earnings            105.9      106.3        (0.4%)
Interest expense, net           8.0       12.4       (35.5%)
Net earnings                   58.7       56.3         4.3%
Net earnings per share        $1.15      $1.14         0.9%


Net sales:  Sales in the first half of 1997 increased 4.9 percent
over  first  half 1996 due primarily to increase in  the Electrical
Controls  sector  and higher first  quarter  sales  in  the
telecommunication market.  International sales in 1997  increased
7   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.  Export sales increased 3 percent  over
the first half of 1996.


Foreign sales increased approximately 10 percent versus the  same
period  last  year primarily as a result of improvements  of  the
company's Canadian and United Kingdom affiliates.

Process  Control sector sales were $368.4 in the  first  half  of
1997 as compared to $361.9 in the same period in 1996.  The small
increase  was primarily the result of higher industrial oven  and
laboratory product sales.  The increases were partially offset by
lower sales volume of crystal growing furnaces as a result  of  a
cyclical downturn in the semiconductor equipment market  in  late
1996 and continuing into 1997.

Sales in the Electrical Controls sector increased 7.8 percent  to
$493.0  from  $457.3, 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,
industrial   electrical,  treadmill  motor   and   medium   power
transformer products.

Industrial  Technology  sector sales  increased  3.5  percent  to
$183.8  versus $177.5 in the same period in 1996.  New networking
product  sales of the CD9000TM ESCON Director product as well  as
new  application  sales  of  an  existing  networking  monitoring
product  were  the  primary reasons for the increase.   Increased
demand from North American automotive production also contributed
to  the  growth  but  was negatively impacted by  North  American
automobile worker strikes in the second quarter of 1997.

Gross  profit:   Gross profit as a percentage of sales  decreased
from  30.2  percent  to 29.9 percent.  The  margin  decrease  was
largely  due  to  higher  sales of lower  margin  products,  
higher labor, new product development and new  information  systems
costs partially offset by  productivity and material cost savings.

Selling,  general and administrative expenses:  Selling,  general
and administrative expenses as a percentage of sales increased in
the first half from 19.5 percent in 1996 to 19.7 percent in 1997.
This  increase resulted from higher marketing, sales  commissions
and information systems costs in the first quarter of 1997.  1997
selling,  general  and  administrative expenses  were  positively
impacted  by a $1.9 insurance settlement in the Process  Controls
sector and the reversal of $0.8 of excess plant closure costs  in
the Electrical Controls sector.  Included in selling, general and
administrative expenses were pension credits of $6.5 in 1997  and
$4.8 in 1996.

Operating   earnings:    Process  controls   operating   earnings
decreased  7.9 percent to $45.4, versus $49.3 in the same  period
in 1996.  The decline is primarily due to a shift in mix to lower
margin  products  in the pump and coal feeder systems  businesses
and  lower volume in the crystal growing furnace business.   1996
operating  earnings of the Process Controls sector included  $0.7
of environmental insurance recoveries.

Electrical controls operating earnings were flat at $45.6, versus
$45.5  in  the  same period in 1996.  Included in 1997  operating
earnings is approximately $0.6 of pre-tax gain on the sale  of  a
product line for approximately $2.4.  1996 operating earnings  of
the  Electrical  Controls sector included $1.3  of  environmental
insurance recoveries.

Industrial  Technology sector operating earnings  increased  22.5
percent  to $33.7 versus $27.5 in the same period in  1996.   The
increase  was due mainly to higher first quarter sales volume,  a
shift  toward  the higher margin CD9000TM ESCON Director  product
and productivity improvements in automotive product lines.

Unallocated expenses increased to $18.8 in the first half of 1997
from $16.0 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 35.5  percent
to  $8.0  versus  $12.4 in the same period of  1996  due  to  the
conversion of subordinated notes in late 1996 and early  1997  as
well   as  lower  average  debt  levels.   Cash  generated   from
operations  and divestitures in 1996 was used to  pay  down  debt
incurred in connection with acquisitions made in 1995.

Net  earnings:   Net earnings were $58.7 or $1.15  per  share  in
1997 compared to $56.3 or $1.14 per share in 1996.  The company's
effective tax rate was 40.0 percent in both 1997 and 1996.


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

The following summarizes the cash flow activity for the first six
months of 1997 compared to the first six months of 1996.

                                             1997      1996
Cash flow from operating activities         $57.6     $88.4
                                                           
Divestitures                                  7.3      71.6
Capital expenditures                        (26.3)    (28.6)
Other investing activities                    1.5       0.6
Cash flow from investing activities         (17.5)     43.6
                                                           
Debt borrowings/(repayments)                 84.7    (102.2)
Dividends paid                              (26.5)    (23.9)
Purchase of common stock                   (100.0)     (0.9)
Issuance of common stock                      8.3       8.0
Cash flow from financing activities         (33.5)   (119.0)

Included   in  operating  cash  flow  for  1997  and  1996   were
expenditures  of  $3.4  and  $13.5,  respectively,   related   to
previously  divested operations and $3.7 and $3.3,  respectively,
for severance pay.

Operating  cash  flow  for the first half of  1997  decreased  in
comparison to first half of 1996 primarily due to higher accounts
receivable  balances resulting from the higher sales  volume  and
lower accrued expenses due to the utilization of disposition  and
restructuring  accruals as well as payment of other non-operating
accruals.


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  GS  Pump business divestiture (see note 12).

On  June  30,  1997,  the company entered into  an  agreement  in
principle  to  form  a  joint  venture  with  Emerson's  Appleton
Electric  division (see note 11).  The company's contribution to the
joint venture is not expected to significantly affect the company's 
liquidity.

Total  debt-to-total capitalization was 25.9 percent at June  30,
1997,  up  from 21.8 percent at year-end, due to higher long-term
debt  at the end of the second quarter.  The debt level increased
in  the  second  quarter of 1997 in order  to  repurchase  common
shares  to offset the impact of the converted debt.  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 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.

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,   andtelecommunications  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:
        
        10.1   364  Day  Credit Agreement - Amendment No. 2  among
               General  Signal Corporation and Various Commercial
               Banking Institutions, dated May 29, 1997.
        
        10.2   Four  Year Credit Agreement - Amendment No. 3 among
               General  Signal Corporation and Various Commercial
               Banking Institutions, dated May 29, 1997.
        
        10.3  General   Signal  Corporation  Savings  and   Stock
              Ownership    Plan   as   amended   and    restated
              July 1, 1997.
        
        27.0  Financial Data Schedule

   (b)  Reports on Form 8-K:
        The Registrant did not file any reports on Form 8-K during
        the quarter covered by this report.


                           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:  July 25, 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:  July 25, 1997