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 March 31, 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                      50,203,552

            (Class)                       (Outstanding at April 17, 1997)




GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                
                              INDEX


                                                               Page No.
PART I - FINANCIAL INFORMATION:

     Statement of Earnings -
       Three Months Ended March 31, 1997 and 1996             3
     
     
     Balance Sheet -
       As of March 31, 1997 and December 31, 1996             4
     
     
     Condensed Statement of Cash Flow -
       Three Months Ended March 31, 1997 and 1996             6
     
     
     Notes to Financial Statements                            7
     
     
     Management's Discussion and Analysis of
       Financial Condition and Results of Operations          9
     
     
     
     
PART II - OTHER INFORMATION:                                 14


     
     

                        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 March 31,
                                            1997            1996
                                                                  
   Net sales                                $505.6          $481.7
                                           --------        -------              
   Cost of sales                             357.3           351.4
                                                                  
   Selling, general and administrative                            
        expenses                             104.4           102.0
                                                                   
   Gain on disposition                         - -           (20.8)
                                           --------        ---------            
                                             461.7           432.6
                                           --------        ---------            
   Operating earnings                         43.9            49.1
                                                                  
   Interest expense, net                       3.4             6.8
                                           --------        ---------            
   Earnings before income taxes               40.5            42.3
                                           --------        ---------            
   Income taxes                               16.2            16.9
                                           --------        ---------            
   Net earnings                              $24.3           $25.4
                                           ========        =========            
   Net earnings per share                    $0.47           $0.51
                                           ========        =========            
   Dividends declared per share             $0.255           $0.24
                                           ========        =========            
   Average shares outstanding                 52.2            49.5
                                           ========        ========= 


   See accompanying notes to financial statements.



         GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
                               Balance Sheet
                               (In millions)
                                     
                                               (Unaudited)   (Audited)
                                                 March 31,  December 31,
   Assets                                         1997          1996
                                                                      
   Current assets:                                                    
      Cash and cash equivalents                   $  40.0     $   17.7
      Accounts receivable, net                      352.8        353.0
      Inventories, net                              247.1        240.6
      Prepaid expenses and other                                      
         current assets                              23.7         24.7
      Deferred income taxes                          54.4         55.9
                                                   -------      -------         
         Total current assets                       718.0        691.9
                                                                      
   Property, plant and equipment, net of                              
   accumulated depreciation and amortization        305.3        310.0

   Intangibles, net of accumulated amortization     372.5        381.3
                                                                      
   Other assets                                     170.0        167.8
                                                   -------      -------         
   Total assets                                  $1,565.8     $1,551.0
                                                 =========    =========

   See accompanying notes to financial statements.



         GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
                         Balance Sheet - Continued
                               (In millions)



                                                  (Unaudited)  (Audited)
                                                    March 31,  December 31,
  Liabilities and Shareholders' Equity               1997          1996
                                                                      
  Current liabilities:                                                
     Short-term borrowings and current                                
        maturities of long-term debt              $   8.4     $    5.6
     Accounts payable                               189.8        187.3
     Accrued expenses                               198.0        214.6
     Income taxes                                    26.4         31.7
                                                  --------      -------         
        Total current liabilities                   422.6        439.2
                                                  --------      -------         
  Long-term debt, less current maturities           241.8        201.3
  Accrued post-retirement and post-employment                         
     obligations                                    130.7        133.2
  Deferred income taxes                              20.7         17.3
  Other liabilities                                  18.2         16.2
                                                  --------      -------         
        Total long-term liabilities                 411.4        368.0
                                                  --------      -------         
  Shareholders' equity:                                               
     Common stock                                    78.4         78.2
     Additional paid-in capital                     359.4        337.1
     Retained earnings                              678.5        667.4
     Cumulative translation adjustments              (5.5)        (1.4)
     Common stock in treasury                      (379.0)      (337.5)
                                                  --------     --------         
        Total shareholders' equity                  731.8        743.8
                                                  --------     --------         
  Total liabilities and shareholders' equity     $1,565.8     $1,551.0
                                                 =========    =========
   See accompanying notes to financial statements.


         GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
                     Condensed Statement of Cash Flow
                               (In millions)
                                (Unaudited)
                                                   Three Months Ended
                                                        March 31,
                                                    1997          1996
                                                                      
   CASH FLOW FROM OPERATING ACTIVITIES:                               
      Net earnings                                $  24.3      $  25.4
      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                     5.5          4.9
            Depreciation and amortization            17.7         17.4
            Pension credits                          (3.6)        (2.7)
            Other, net                               (0.6)         3.9
      Changes in assets and liabilities, net of                        
       effects from acquisitions and divestitures   (23.4)        (0.7)
                                                   -------       -------        
            Net cash from operating activities       19.9         47.1
                                                   -------       -------        
   CASH FLOW FROM INVESTING ACTIVITIES:                               
       Divestitures                                   2.4         71.8
       Capital expenditures                         (11.5)       (11.4)
       Other, net                                     2.5          0.6
           
            Net cash from investing activities       (6.6)        61.0
                                                  --------      -------         
   CASH FLOW FROM FINANCING ACTIVITIES:                               
       Net change in short and long-term                               
          borrowings                                 82.6        (83.5)
       Dividends paid                               (13.6)       (11.8)
       Issuance of common stock                       7.2          3.0
       Purchase of common stock                     (67.2)        (0.9)
                                                  --------       -------        
            Net cash from financing activities        9.0        (93.2)
                                                  --------       -------        
       Net change in cash and cash equivalents       22.3         14.9
                                                                      
   CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR    17.7          1.0
                                                  --------       -------
   CASH AND CASH EQUIVALENTS AT END OF PERIOD     $  40.0      $  15.9
                                                  ========     =========

See accompanying notes to financial statements.



    GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
                  Notes to Financial Statements
                           (Unaudited)
                                
                                
1.  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.

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

3.   Inventories                           March 31,  December 31,
                                              1997         1996
                                                (In millions)
                                                                
    Finished goods                          $  76.1      $  80.8
    Work in process                            70.4         63.2
    Raw material and purchased parts          121.5        117.1
                                            --------     --------
       Total FIFO cost                        268.0        261.1
    Excess of FIFO cost over LIFO                                
    inventory value                           (20.9)       (20.5)
                                            --------     ---------             
    Net carrying value                      $ 247.1      $ 240.6
                                            ========     =========

4.   Business Segment Information          Three Months Ended March 31,
                                               1997         1996      
                                                 (In millions)        
    Net sales:                                                      
    Process Controls                        $ 174.7      $ 173.1
    Electrical Controls                       236.0        222.6
    Industrial Technology                      94.9         86.0
                                            --------     --------               
                                            $ 505.6      $ 481.7
                                            ========     ======== 
    Operating earnings:                                   

    Process Controls                        $  17.1      $  38.5  a
    Electrical Controls                        18.7         10.5  b
    Industrial Technology                      18.3          7.2  c
                                            --------     --------              
    Total operating earnings before                             
    unallocated expenses and interest          54.1         56.2            
                                                                    
    Interest expense, net                     (3.4)         (6.8)
    Unallocated expenses                     (10.2)         (7.1)
                                            --------     ---------              
    Earnings before income taxes            $  40.5      $  42.3
                                            ========     =========
     a   Includes a $20.8 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 a $4.6 charge for asset valuations.


5.   Property, Plant and Equipment         March 31,  December 31,
                                            1997          1996
                                               (In millions)    
                                                                
    Property, plant and equipment,          $ 753.7      $ 747.3
    at cost
    
    Accumulated depreciation and                                 
    amortization                             (448.4)      (437.3)
                                          ----------     --------               
    Property, plant and equipment,                              
    net                                     $ 305.3      $ 310.0
                                          ==========     ========

6.   Capital Stock
                                           March 31, December 31,
                                            1997          1996
                                               (In millions)    
                                                                
    Common stock:                                               
       Shares authorized                      150.0        150.0
       Shares issued                           64.8         64.6
                                                                
    Treasury stock:                                             
       Shares issued                           13.8         13.2

7.   Supplemental Information - Statement of Cash Flow
                                             Three Months Ended
                                                   March 31,
                                              1997          1996
                                               (In millions)
    Cash paid for:                                              
                                                                
       Interest                             $   3.9        $  6.8
                                                                
       Income taxes                         $  10.6        $  4.7
                                                                
    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  any
    shares  issued in relation to the call for the  redemption
    of the 5.75 percent convertible subordinated notes.  These
    shares  are being purchased systematically in open  market
    transactions.  Through March 31, 1997, 1.7 million  shares
    had been repurchased under the program.  As of April  17,
    1997,  the  program was completed with the  total  of  2.5
    million shares repurchased for $100.0 million.

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

Results of Operations - First Quarter 1997 Compared With First Quarter 1996

                               1997      1996
                            Reported    Reported      Change
Net sales                    $505.6     $481.7         5.0%
Gross profit                  148.3      130.3        13.8%
Selling, general and                                       
   administrative expenses    104.4      102.0         2.4%
Operating earnings             43.9       49.1       (10.6%)
Interest expense, net           3.4        6.8       (50.0%)
Net earnings                   24.3       25.4        (4.3%)
Net earnings per share        $0.47      $0.51        (7.8%)

To  facilitate a more meaningful comparison of the results  of
operations for the first quarter of 1997 with the same  period
in  1996,  the  following items reported in the first  quarter
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  March  31, 1997, payments made against  this  reserve
were  $2.2.  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  quarter  of  1997 and  1996  excluding  the  items
discussed above.

                              1997       1996
                             Reported   Adjusted     Change
Net sales                    $505.6     $481.7         5.0%
Gross profit                  148.3      143.3         3.5%
  Margin percent              29.3%      29.7%             
Selling, general and                                       
   administrative expenses    104.4       95.3         9.5%
  Percent of sales            20.6%      19.8%             
Operating earnings             43.9       48.0        (8.5%)
Interest expense, net           3.4        6.8       (50.0%)
Net earnings                   24.3       24.7        (1.6%)
Net earnings per share        $0.47      $0.50        (6.0%)

Net  sales:  Sales increased 5.0 percent over 1996 levels  due
to    strong    sales    of   electrical    distributor    and
telecommunications  products.  International  sales  in   1997
represented approximately 23 percent of total net sales versus
22  percent  in  the  same period of 1996.   Both  export  and
foreign  sales increased approximately 10 percent, versus  the
same  period  last year, primarily as a result of improvements
in international mixer and pump sales.

Process  Control sector sales were $174.7 in the first quarter
of 1997 as compared to $173.1 in the same period in 1996.  The
small   increase   was   primarily  the   result   of   strong
international mixer sales and higher 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 6.0 percent
to  $236.0  from $222.6, as compared to the same  period  last
year.   Sales increases were reported by five of the six units
within  the  sector.   The  largest  improvement  was  in  the
electrical   construction  materials  market.    These   sales
increases were partially offset by lower fire system sales.

Industrial  Technology sector sales increased 10.3 percent  to
$94.9  versus $86.0 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.

Gross profit:  Gross profit as a percentage of sales decreased
from  29.7 percent to 29.3 percent.  The decrease was  largely
due  to  a shift to lower margin products, higher labor costs,
new product development and new information systems costs.

Selling,   general  and  administrative  expenses:    Selling,
general  and administrative expenses as a percentage of  sales
increased  in the first quarter from 19.8 percent in  1996  to
20.6  percent  in  1997.  This increase resulted  from  higher
marketing,  sales commissions and information  systems  costs.
Included in selling, general and administrative expenses  were
pension credits of $3.6 in 1997 and $2.7 in 1996.


Operating  earnings:   Operating  earnings  for  the   Process
Controls sector decreased 21.2 percent to $17.1, versus  $21.7
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  $0.5  of   environmental
insurance recoveries.

Electrical  Controls sector operating earnings decreased  13.4
percent  to  $18.7, versus $21.6 in the same period  in  1996.
The  reduction  was  a  result of higher  manufacturing  costs
(primarily  uninterruptible power systems and  fire  systems),
new   product  development  and  information  systems   costs.
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 $0.9 of environmental insurance recoveries.

Industrial Technology sector operating earnings increased 55.1
percent to $18.3 versus $11.8 in the same period in 1996.  All
units   within   this  sector  experienced  higher   operating
earnings,  reflecting the higher sales volume, a shift  toward
the   higher  margin  CD9000TM  ESCON  Director  product   and
productivity improvements in automotive product lines.

Unallocated  expenses increased to $10.2 in the first  quarter
of  1997  from $7.1 in the same period in 1996.  This increase
is primarily the result of higher expenses due to divested 
businesses and higher benefit cost accruals.

Interest  expense:    Net  interest  expense  decreased   50.0
percent to $3.4 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 $24.3 or $0.47 per share  in
1997  compared  to  $24.7 or $0.50 per  share  in  1996.   The
company's effective tax rate was 40.0 percent in both 1997 and
1996.

Financial Condition - March 31, 1997 Compared to December  31, 1996

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

                                             1997      1996
Cash flow from operating activities         $19.9     $47.1
                                                           
Divestitures                                  2.4      71.8
Capital expenditures                        (11.5)    (11.4)
Other investing activities                    2.5       0.6
Cash flow from investing activities          (6.6)     61.0
                                                           
Debt borrowings/(repayments)                 82.6     (83.5)
Dividends paid                              (13.6)    (11.8)
Purchase of common stock                    (67.2)     (0.9)
Issuance of common stock                      7.2       3.0
Cash flow from financing activities           9.0     (93.2)

Included  in  operating  cash flow  for  1997  and  1996  were
expenditures  of  $2.0  and  $9.3,  respectively,  related  to
previously   divested   operations   and   $1.7   and    $2.0,
respectively, for severance pay.

Operating  cash flow at March 31, 1997 decreased in comparison
to  first  quarter  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 lower earnings.

In December 1996, the company called for the redemption of its
$100.0  5.75  percent convertible subordinated notes.   As  of
December  31, 1996, notes with a face value of $57.4 had  been
converted  into  1.5  million shares of the  company's  common
stock.   An additional $39.3 of notes was converted  into  1.0
million  shares  of  stock  on  January  2,  1997,  while  the
remaining balance of the notes of $3.3 was redeemed for  cash.
Also 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  notes
redemption. On April 17, 1997, the company concluded the  buy-
back   program   with    approximately  2.5   million   shares
repurchased.

Total  debt-to-total capitalization was 25.5 percent at  March
31, 1997, up from 21.8 percent at year-end, due to higher long-
term  debt  at the end of the first quarter.  The  debt  level
increased  in the first quarter of 1997 in order to repurchase
common  shares under the stock buy-back 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 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.

Accounting Policies

In  February  1997, the Financial Accounting  Standards  Board
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  March
31,  1997, the related per share disclosure for both basic and
diluted earnings per share would have been $0.47 for the first
quarter ended March 31, 1997 and $0.51 for the same period for
1996.

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 4.  Submission of Matters to a Vote of Security Holders

        (a)    The  Annual  Meeting  of  Shareholders  of  the
         Registrant (the "Meeting") was held on April 17, 1997.

        (b)   The Registrant solicited proxies for the Meeting
        pursuant  to  Regulation 14; there was no solicitation
        in  opposition to management's nominees for  directors
        as  listed  in  the  Proxy  Statement,  and  all  such
        nominees were elected.

        (c)  The following describes the matters voted upon at  the
        Meeting  and     sets forth the number of votes  cast  for,
        against or withheld and the   number of abstentions  as  to
        each such matter:
   
             (i)       Election of directors:
             Nominee                    For         Withheld
             Van C. Campbell           42,613,046    299,844
             Michael A. Carpenter      42,604,510    308,380
             Robert D. Kennedy         42,613,867    299,023
        
             The  directors  whose  term of office  as  a  director
             continued  after the Meeting are Ursula F.  Fairbairn,
             Ronald  E. Ferguson, John R. Selby, H. Kent Bowen  and
             Michael D. Lockhart.
        
            (ii)      Approval of the General Signal Corporation 1997 Non-
                      Employee  Directors' Stock Option Plan:
        
            For            Against        Abstain
            38,963,064     3,671,443      278,383
        
            (iii)     Authorization of appointment of Ernst & Young LLP
                      as independent auditors for 1997:
        
            For            Against        Abstain
            42,674,228      125,133        113,529
        
Item 6. Exhibits and Reports on Form 8-K.

        (a)    Exhibits:
               3.2  By-laws of General Signal Corporation as amended
                    through March 20, 1997.
              10.1  General  Signal Corporation Change  in  Control
                    Severance Pay  Plan  as amended and restated  
                    October 17, 1996 and implemented by officer action          
                    April 14, 1997.
              10.2  General Signal Corporation   Benefit Equalization Plan
                    as  amended and restated October 17, 1996 and implemented
                    by officer action dated April 14, 1997.
              10.3  General  Signal  Corporation  1997 Non-Employee Directors'
                    Stock Option Plan as approved by shareholders on
                    April 17, 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:  April 18, 1997