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, 1998     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                              43,634,760 
            (Class)                             (Outstanding at April 15, 1998)

            GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES

                                      INDEX


                                                               Page No.
PART I - FINANCIAL INFORMATION:

     Statement of Earnings - 
       Three Months Ended March 31, 1998 and 1997              3
     
     
     Balance Sheet - 
       As of March 31, 1998 and December 31, 1997              4
     
     
     Condensed Statement of Cash Flow -
       Three Months Ended March 31, 1998 and 1997              5
     
     
     Notes to Financial Statements                             6
     
     
     Management's Discussion and Analysis of
       Financial Condition and Results of Operations          10
     
     
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)

<TABLE>
<CAPTION>

                                                            THREE MONTHS ENDED MARCH 31,
                                                                 1998           1997 

<S>                                                            <C>             <C>    
Net sales                                                      $374.4          $505.6

Cost of sales                                                   264.9           357.3

Selling, general and administrative expenses                     78.4           104.4

                                                                343.3           461.7

Operating earnings                                               31.1            43.9

Equity in earnings of EGS                                        10.0             - -

Interest expense, net                                            (3.2)          (3.4)

Earnings before income taxes                                     37.9            40.5

Income taxes                                                     14.6            16.2

Net earnings                                                    $23.3           $24.3

Basic earnings per share                                         $0.50          $0.47

Diluted earnings per share                                       $0.50          $0.47

Dividends declared per share                                     $0.27         $0.255


   See accompanying notes to financial statements.

</TABLE>

            GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
                                  Balance Sheet
                                  (In millions)
<TABLE>
<CAPTION>
                                                          (Unaudited)                (Audited)
                                                            MARCH 31,               DECEMBER 31,
<S>                                                       <C>                          <C>
ASSETS                                                      1998                          1997
Current assets:
   Cash and cash equivalents                              $   48.0                     $    50.0
   Accounts receivable, net                                  274.6                         285.4
   Inventories, net                                          164.9                         156.8
   Prepaid expenses and other current assets                  24.1                          23.2
   Deferred income taxes                                      50.8                          52.7
       Total current assets                                  562.4                         568.1

Property, plant and equipment, net of accumulated
   depreciation and amortization                             238.8                         240.7
Intangibles, net of accumulated amortization                 261.3                         264.3
Investment in EGS                                            132.8                         133.1
Pension asset                                                134.2                         127.5
Other assets                                                  53.3                          54.3

Total assets                                              $1,382.8                      $1,388.0

LIABILITIES AND SHAREHOLDERS' EQUITY 
Current liabilities:
   Short-term borrowings and current
      maturities of long-term debt                        $    9.3                      $    9.0
   Accounts payable                                          144.0                         142.7
   Accrued expenses                                          174.4                         184.4
   Income taxes                                               40.3                          40.4
      Total current liabilities                              368.0                         376.5

Long-term debt, less current maturities                      226.5                         207.4
Accrued post-retirement and post-employment
   obligations                                               109.8                         112.4
Deferred income taxes                                         52.3                          50.3
Other liabilities                                             12.4                          11.7

       Total long-term liabilities                           401.0                         381.8 

Shareholders' equity:
   Common stock                                               78.5                          78.5
   Additional paid-in capital                                365.8                         367.2
   Retained earnings                                         746.8                         746.7
   Accumulated other comprehensive loss                      (10.7)                        (11.8)
   Common stock in treasury                                 (566.6)                       (550.9)

       Total shareholders' equity                            613.8                         629.7

Total liabilities and shareholders' equity                $1,382.8                      $1,388.0

See accompanying notes to financial statements.

</TABLE>

            GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
                        Condensed Statement of Cash Flow
                                  (In millions)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED MARCH 31,
                                                           1998                  1997
<S>                                                       <C>                 <C>
CASH FLOW FROM OPERATING ACTIVITIES:
   Net earnings                                           $  23.3             $  24.3
   Adjustments to reconcile net earnings
      to net cash from operating activities
          Equity in earnings of EGS                         (10.0)               - -
          Deferred income taxes                               4.3                 5.5
          Depreciation and amortization                      15.2                17.7
          Pension credits                                    (4.0)               (3.6)
          Other, net                                          0.6                (0.6)
   Changes in assets and liabilities, net of
      effects from acquisitions and divestitures            (12.9)              (23.4)

                   Net cash from operating activities        16.5                19.9

CASH FLOW FROM INVESTING ACTIVITIES:
     Divestitures                                           - -                   2.4
     Capital expenditures                                   (10.2)              (11.5)
     Other, net                                               0.9                 2.5

         Net cash from investing activities                  (9.3)               (6.6)

CASH FLOW FROM FINANCING ACTIVITIES:
     Net change in short and long-term
       borrowings                                            19.4                82.6
     Dividends paid                                         (12.7)              (13.6)
     Issuance of common stock                                 0.4                 7.2
     Purchase of common stock                               (16.3)              (67.2)

          Net cash from financing activities                 (9.2)                9.0

          Net change in cash and cash equivalents            (2.0)               22.3

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR               50.0                17.7

CASH AND CASH EQUIVALENTS AT END OF PERIOD                $  48.0              $ 40.0

See accompanying notes to financial statements.

</TABLE>

            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
    1997 Annual Report on Form 10-K. The results of operations for the three-
    month period ended March 31, 1998 are not necessarily indicative of the
    results of operations that may be expected for the full year.

    The financial information as of March 31, 1998 should be read in
    conjunction with the financial statements contained in the company's 1997
    Annual Report on Form 10-K.

2.  Certain reclassifications have been made to the 1997 financial statements
    to conform with the 1998 presentation.

3.  INVENTORIES

<TABLE>
<CAPTION>
                                   March 31,     December 31,
                                    1998           1997
                                         (In millions) 
<S>                             <C>               <C>  
Finished goods                  $  46.6           $  43.9
Work in process                    42.4              38.3
Raw material and purchased parts   88.6              87.3
   Total FIFO cost                177.6             169.5

Excess of FIFO cost over LIFO
inventory value                   (12.7)            (12.7)

Net carrying value             $  164.9           $ 156.8

</TABLE>

4.   PROPERTY, PLANT AND EQUIPMENT
<TABLE>
<CAPTION>
                                              March 31,     December 31,
                                                   1998     1997    
                                                     (In millions)        
<S>                                               <C>          <C>  
Property, plant and equipment, at cost            $ 584.8      $ 576.3

Accumulated depreciation and amortization          (346.0)      (335.6)

Property, plant and equipment, net                $ 238.8      $ 240.7

</TABLE>

5.   CAPITAL STOCK
                                              March 31,       December 31,
                                                   1998         1997
                                                      (In millions)        
[S]                                               [C]          [C]  
COMMON STOCK:
   Shares authorized                                150.0        150.0
   Shares issued                                     65.0         65.0
   Held in treasury                                 (18.3)       (17.9)

    In April 1998, 2.8 million shares of common stock were repurchased by the
    company under the stock buy-back program for $129.2 million.


6.  COMPREHENSIVE INCOME

    As of January 1, 1998, the company adopted Statement of Financial
    Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS No.
    130). SFAS No. 130 establishes rules for the reporting and display of
    comprehensive income and its components. The adoption of this statement had
    no impact on the company's net income or shareholders' equity. SFAS No. 130
    requires foreign currency translation adjustments, which prior to adoption
    were reported separately in shareholders' equity, to be included in a
    presentation of other comprehensive income. Prior year financial statements
    have been reclassified to conform to the requirements of SFAS No. 130.

    During the first quarter of 1998 and 1997, total comprehensive income
    amounted to $24.4 million and $20.2 million, respectively. The components,
    net of related tax, were as follows:

                                           Three Months Ended March 31,
                                           1998                    1997
                                                  (In millions)
Net income                                $ 23.3                 $ 24.3 
Foreign currency translation adjustments     1.1                   (4.1) 
Comprehensive income                      $ 24.4                 $ 20.2 

    The components of accumulated other comprehensive loss, net of related tax,
    were as follows:
 
                                                  March 31,    December 31,
                                                    1998          1997
                                                       (In millions) 
Foreign currency translation adjustments           $ (9.0)     $ (10.1)
Minimum pension liability adjustment                 (1.7)        (1.7)
Accumulated other comprehensive loss               $(10.7)     $ (11.8) 

7.    BUSINESS SEGMENT INFORMATION 
                                               Three Months Ended March 31,
                                                   1998           1997
                                                     (In millions)

NET SALES:
Process Controls                                $ 119.1        $ 174.7
Electrical Controls                               163.4          236.0
Industrial Technology                              91.9           94.9

                                                $ 374.4        $ 505.6 

OPERATING EARNINGS:
Process Controls                                $  13.7        $  17.1
Electrical Controls                                12.4           18.7
Industrial Technology                              14.8           18.3 

Total operating earnings before unallocated
expenses, equity earnings and interest             40.9           54.1 
Equity in earnings of EGS                          10.0            - - 
Net interest expense                               (3.2)          (3.4)
Unallocated expenses                               (9.8)         (10.2) 
Earnings before income taxes                    $  37.9        $  40.5 

8.  SUPPLEMENTAL INFORMATION - STATEMENT OF CASH FLOW

                                   Three Months Ended March 31,
                                      1998           1997
                                          (In millions)
 CASH PAID FOR:

   Interest                        $   3.2        $   3.9
   Income taxes                    $  17.0        $  10.6

The company had the following non-cash
financing activity:
   Conversion of convertible debt into
      common stock                 $   - -        $  39.3

9.  EARNINGS PER SHARE

    The following table sets forth the computation of basic and diluted
    earnings per share (in millions, except for per-share data):

                                         Three Months Ended March 31,  
                                               1998          1997 
Numerator:
 Numerator for basic and diluted earnings
    per share - net income                    $  23.3    $  24.3
 Effect of dilutive securities: 
   5.75 percent convertible
   subordinated notes                            - -         0.2
   Numerator for diluted earnings per 
   share - income available to common
   shareholders after assumed
   conversion                                  $  23.3   $  24.5 

Denominator:
 Denominator for basic earnings per
   share - weighted-average shares                46.7      52.2
 Effect of dilutive securities:
   Employee stock options                          0.2       0.2
   5.75 percent convertible 
   subordinated notes                               - -      0.1
   Restricted stock                                0.1        - -
   Dilutive potential common shares                0.3       0.3
   Denominator for diluted earnings per
    share - adjusted weighted-average
    shares and assumed conversions                47.0      52.5 

Basic earnings per share                        $ 0.50    $ 0.47

Diluted earnings per share                      $ 0.50    $ 0.47

10. REPURCHASE OF SHARES

 On June 19, 1997 the Board of Directors approved a stock buy-back program of
 up to $150.0 million and on September 18, 1997, the Board of Directors
 approved an increase of this program to $300.0 million. Through March 31,
 1998, 4.0 million shares had been repurchased under the program for $170.8
 million. As of April 15, 1998, the program was completed with the total of 6.8
 million shares repurchased for $300.0 million.

11. EGS JOINT VENTURE

 The company owns a 47.5 percent interest in EGS Electrical Group, LLC (EGS), a
 joint venture with Emerson Electric Company. The company accounts for its
 investment in EGS under the equity method of accounting. Effective January 1,
 1998, the company began accounting for its investment in EGS on a three-month
 lag basis. EGS' fiscal year-end is September 30, 1998. EGS' operations for
 the period from October 1, 1997 to December 31, 1997 were the following (in
 millions):

 EGS:
 Net sales                               $135.5
 Gross profit                              52.8
 Pre-tax income                            20.9

 EGS' pre-tax income for the quarter ended March 31, 1998 was not materially
 different than the pre-tax income earned during the previous quarter.

 The company's investment in EGS at March 31, 1998 was approximately $17
 million less than its equity in the joint venture's net assets at December 31,
 1997. The difference between the company's investment and EGS' net assets is
 being amortized on a straight-line basis over an estimated economic life of 40
 years.

 Condensed balance sheet information of EGS as of December 31, 1997 was as
 follows (in millions):

 Current assets                          $149.0
 Noncurrent assets                        241.7
 Current liabilities                       59.4
 Noncurrent liabilities                    16.0

                  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 1998 COMPARED TO FIRST QUARTER 1997

<TABLE>
<CAPTION>
                                                                        1998                1997               Change
                 <S>                                                   <C>                <C>                  <C>    
                 Net sales                                             $374.4             $505.6               (25.9%)
                 Gross profit                                           109.5              148.3               (26.2%)
                    Margin percent                                       29.2%              29.3%
                 Selling, general and 
                    administrative expenses                              78.4              104.4               (24.9%)
                    Percent of sales                                     20.9%              20.6%
                 Operating earnings                                      31.1               43.9               (29.2%)
                 Equity in earnings of EGS                               10.0                - -                  - - 
                 Interest expense, net                                   (3.2)              (3.4)               (5.9%)
                 Earnings before income taxes                            37.9               40.5                (6.4%)
                 Income taxes                                            14.6               16.2                (9.9%)
                 Net earnings                                            23.3               24.3                (4.1%)
                 Net earnings per share:
                    Basic                                                $0.50              $0.47                6.4%
                    Diluted                                              $0.50              $0.47                6.4%
</TABLE> 

BUSINESS DIVESTITURES: In August 1997, the company sold the General Signal Pump
Group (GSPG), a unit of the Process Controls sector, and in September 1997, the
company contributed the net assets of General Signal Electrical Group (GSEG), a
unit of the Electrical Controls sector, to the EGS Electrical Group (EGS), a
joint venture with Emerson Electric's Appleton Electric operations. The company
accounts for its investment in EGS under the equity method of accounting.
Effective January 1, 1998, the company began accounting for its investment in
EGS on a three-month lag basis. This change did not have a material impact on
the company's results of operations for the first quarter of 1998.

NET SALES:  Consolidated sales decreased 25.9 percent from 1997 levels primarily
due to the sale of GSPG and contribution of the net assets of GSEG to EGS.
Adjusted for the disposition of GSPG and the contribution of GSEG's net assets
to EGS, net sales decreased approximately 1.5 percent, reflecting lower volume
in the Process Control and Industrial Technology sectors. International sales
represented approximately 28 percent of total net sales in 1998 versus 23
percent in 1997. The increase resulted from the disposition of GSPG and the
contribution of GSEG to EGS. Historically, international sales for GSPG and GSEG
were a small portion of their total sales. Additionally, international sales
increased due to higher sales of new channel switch products. 

Process Control sector sales were $119.1 in the first quarter of 1998 as
compared to $174.7 in the same period in 1997. The majority of the decrease was
due to the sale of GSPG, which recorded sales of approximately $49 in the first
quarter of 1997. Sector sales were also impacted by lower volume of mixers due
to a general softening in all product lines.

Sales in the Electrical Controls sector decreased 30.8 percent to $163.4 from
$236.0 in the same period of last year. The decrease was primarily due to the
company's contribution of GSEG's net assets to EGS. GSEG's sales in the first
quarter of 1997 were approximately $76. Adjusted for the contribution of GSEG's
net assets to EGS, net sales increased approximately 2.4 percent, as a result of
strong sales of fire detection systems and medium power transformers in the U.S.
Partially offsetting these increases was lower volume of electrical motors due
to the mild winter and more companies producing motors in-house.

Industrial Technology sector sales decreased 3.2 percent to $91.9 versus $94.9
in the same period in 1997. Decreases in NCOE matrix sales, which had higher
sales in the first quarter of 1997 due to a new application, and data networking
sales were partially offset by an increase in CD9000(TM) Director sales, a
product introduced in late 1996.

GROSS PROFIT: 1998 gross profit as a percentage of sales decreased to 29.2
percent from 29.3 percent in the first quarter of 1997. The decrease was due to
lower sales of high margin products, partially offset by productivity
improvements.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: Selling, general and
administrative expenses as a percentage of sales increased to 20.9 percent in
1998 compared to 20.6 percent in the first quarter of 1997. First quarter 1998
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 $4.0 in 1998 and $3.6 in 1997.

OPERATING EARNINGS:  Consolidated operating earnings decreased 29.2 percent from
first quarter 1997 primarily due to the sale of GSPG and contribution of the net
assets of GSEG to EGS.

Operating earnings for the Process Controls sector was $13.7 compared to $17.1
for the same period in 1997. The decrease was due to the sale of GSPG, the lower
mixer volume and sales of lower margin products, partially offset by a reduction
in variable selling expenses and freight costs.

Electrical Controls sector operating earnings decreased to $12.4, versus $18.7
in the same period in 1997. The decrease was due to the company's contribution
of GSEG's net assets to EGS. Adjusting for the GSEG contribution to EGS,
operating earnings increased approximately 40 percent over the prior year,
reflecting higher volume and productivity improvements. 

Industrial Technology sector operating earnings decreased to $14.8 versus $18.3
in the same period in 1997. The decrease was due to lower sales of high margin
NCOE product as well as higher professional services, travel and staffing
related expenses.

Unallocated expenses decreased to $9.8 versus $10.2 in the same period in 1997.
The decrease resulted from a reduction in work force, partially offset by higher
recruiting, relocation and facility costs. 

INTEREST EXPENSE: Net interest expense decreased 5.9 percent to $3.2 versus $3.4
in the same period of 1997. Lower average debt levels, resulting from the sale
of GSPG, caused the decline in interest expense.


NET EARNINGS:  Net earnings were $23.3 or $0.50 per share in 1998 compared to
$24.3 or $0.47 per share in 1997. The company's effective tax rate for the
quarter was 38.5 percent in 1998 versus 40.0 percent in the first quarter of
1997. The effective tax rate decreased due to increased tax credits. 1998
earnings per share reflects lower average shares versus the first quarter of
1997 due to the stock buy-back program. 

       FINANCIAL CONDITION - MARCH 31, 1998 COMPARED TO DECEMBER 31, 1997

The following  summarizes the cash flow  activity for the first  three months of
1998 compared to the first three months of 1997.

<TABLE>
<CAPTION>
                                                                                                 1998                1997
                 <S>                                                                           <C>                  <C>  
                 Cash flow from operating activities                                            $16.5               $19.9

                 Divestitures                                                                     - -                 2.4
                 Capital expenditures                                                           (10.2)              (11.5)
                 Other investing activities                                                       0.9                 2.5
                 Cash flow from investing activities                                             (9.3)               (6.6)

                 Debt borrowings/(repayments)                                                    19.4                82.6
                 Dividends paid                                                                 (12.7)              (13.6)
                 Issuance of common stock                                                         0.4                 7.2
                 Purchase of common stock                                                       (16.3)              (67.2)
                 Cash flow from financing activities                                             (9.2)                 9.0

                 Net changes in cash and cash equivalents                                        (2.0)                22.3

                 Total debt to capitalization                                                   27.8%               25.5%
</TABLE>

Included in operating cash  flow for 1998 and 1997 were expenditures of $1.7 and
$2.0, respectively, related to previously divested operations and $2.1 and $1.7,
respectively, for severance pay.

Operating cash flow  for the first three months of  1998 decreased in comparison
to  the first three months  of 1997 primarily  due to the  reinvestment of EGS'
earnings into the business and lower change in working capital.

In  September 1997, the company announced  its intention to explore the spin-off
of its GS Networks unit and the possible disposition of three other units. These
four units  accounted for  approximately 19  percent of the  company's 1997  net
sales. On  February  11, 1998,  the  company filed  a  ruling request  with  the
Internal  Revenue Service  (IRS) related  to the  GS Networks'  spin-off. It  is
anticipated  that the  spin-off  will occur  in  the third  quarter  of 1998  if
favorable market conditions exist and a favorable IRS ruling is received.
 
On June 19, 1997, the Board of Directors approved a stock buy-back program of up
to $150.0 and on September 18, 1997, the Board of Directors approved an increase
of this program to $300.0.  As of April 15, 1998, the program was completed with
the total of 6.8 million shares repurchased for $300.0.


Total  debt-to-total capitalization was 27.8 percent at  March 31, 1998, up from
25.6 percent  at year-end. Higher debt  levels and lower equity  since year-end,
due to the  stock buy-back program,  caused the ratio  to increase. Debt  levels
continued to increase  in April as  the company completed  its share  repurchase
program. If the stock buy-back  program had been completed in March  1998, total
debt-to-total  capitalization would have been 43.0  percent. The company is well
positioned  to   finance  future   working  capital  requirements   and  capital
expenditures through current earnings and available credit facilities.

SAFE HARBOR; FORWARD-LOOKING STATEMENTS

This 10-Q contains various forward-looking statements and includes assumptions
concerning the company's operations, future results and prospects. 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 connection with the "safe
harbor" provisions of the Private Securities Reform Act of 1995, the company
provides the following cautionary statement identifying important economic,
political and technological factors, among others the absence of which could
cause the actual results to differ materially from those set forth in or implied
by the forward-looking statements and related assumptions. Such factors include
the failure of: (1) a continuation of the increased order rate experienced
during 1997, (2) productivity improvements meeting or exceeding budget, (3) new
products under development being produced and accepted as anticipated, (4)
stable governments and business conditions in emerging economies and (5) stable
exchange rates between currencies in which the company is buying or selling
materials and products. Further, 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 product introductions. While no one
marketplace or industry has a major impact on the company's operations or
results, the inherent pace of technological changes presents certain risks that
the company monitors carefully.



                           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 16, 1998.

   (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
                   H. Kent Bowen            39,980,594  638,540
                   Michael D. Lockhart      39,866,020  753,114
                   Ursula F. Fairbairn      39,979,174  639,960

        The directors whose term of office as a director continued after the
        Meeting are Van C. Campbell, Michael A. Carpenter, Robert D. Kennedy,
        Ronald. E. Ferguson and John R. Selby.

        (ii)   Authorization of appointment of Ernst & Young LLP as independent
               auditors for 1998:

        For         Against        Abstain
        40,371,102  163,964        84,067

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

   (a)  Exhibits:

        27.0   Financial Data Schedule

   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:  MAY 4, 1998