GENERAL SIGNAL CORPORATION


	__________

	BY-LAWS
	__________



	As Amended Through March 20, 1997

 


	ARTICLE I

	SHAREHOLDERS' MEETING


	SECTION 1. Annual Meeting: The Annual Meeting of the 
shareholders of this Corporation for the election of directors 
and the transaction of such other business as may properly come 
before such meeting shall be held each year on such date and at 
such time and place, whether within or without the State of New 
York, as shall be determined by the Board of Directors.

	SECTION 2.  Special Meeting:   A Special Meeting of the 
shareholders may be held at any time upon the call of the Board 
of Directors or the Chairman of the Board and shall be called 
by the Secretary at the written request of shareholders owning 
at least two-thirds of the outstanding shares of stock entitled 
to vote, which request shall specify the matters to be 
presented to such meeting.

	SECTION 3.  Notice of Annual or Special Meeting:  Written 
notice of the holding of each Annual or Special Meeting of the 
shareholders shall be given by the Secretary.  Such notice 
shall state the place, date and hour of the meeting, and the 
purpose or purposes for which the meeting is called, and shall 
be signed by the Secretary, and shall indicate that it is being 
issued by or at the direction of the person or persons calling 
the meeting.  A copy of such notice shall be mailed, postage 
prepaid, not less than ten nor more than fifty days before the 
date of the meeting, to each shareholder of record as of such 
record date, not less than ten nor more than fifty days before 
the date of the meeting, as may be fixed by the Board of 
Directors for determining the shareholders entitled to notice 
of, or to vote at, the meeting.  Such notice shall be directed 
to the shareholder at his address as it appears on the record 
of shareholders, or, if he shall have filed with the Secretary 
a written request that notices to him be mailed to some other 
address, then directed to him at such other address.

	If, at any meeting, action is proposed to be taken which 
would, if taken, entitle certain shareholders to receive 
payment for their shares, the notice of such meeting shall 
include a statement of that purpose and to that effect.

	At any meeting of shareholders or any such adjourned 
meeting, only such business shall be conducted as shall have 
been properly brought before such meeting or any such adjourned 
meeting.  To be properly brought before any meeting of 
shareholders or any such adjourned meeting, business must be 
(a) specified in the notice of meeting (or any supplement 
thereto) given by or at the direction of the Board of 
Directors, (b) otherwise properly brought before such meeting 
or any such adjourned meeting by or at the direction of the 
Board of Directors, or (c) otherwise properly brought before 
such meeting or any such adjourned meeting by a shareholder.  
For business to be properly brought before any meeting of 
shareholders or any such adjourned meeting by a shareholder, 
the shareholder must have given timely notice thereof in 
writing to the Secretary.  To be timely, a shareholder's notice 
must be delivered to or mailed and received at the principal 
executive offices of the Corporation not less than forty-five 
days nor more than sixty days prior to such meeting; provided, 
however, that in the event less than fifty-five days prior 
public disclosure of the date of such meeting is made to the 
shareholders or in the event the only public disclosure of the 
date of the meeting is written notice in accordance with this 
Article 1, Section 3, notice by such shareholder to be timely 
must be so received not later than the close of business on the 
tenth day following the day on which such notice of the date of 
such meeting was mailed or such public disclosure was made.  A 
shareholder's notice to the Secretary shall set forth as to 
each matter the shareholder proposes to bring before such 
meeting (a) a brief description of the business desired to be 
brought before such meeting and the reasons for conducting such 
business at such meeting, (b) the name and address, as they 
appear on the Corporation's books, of the shareholder proposing 
such business, (c) the class and number of shares of the 
securities of the Corporation which are beneficially owned by 
such shareholder, and (d) any material interest of such 
shareholder in such business.


	No business shall be conducted at any meeting of 
shareholders or any such adjourned meeting except in accordance 
with the procedures set forth in this Article 1, Section 3.  In 
the event that a shareholder seeks to bring one or more matters 
before a meeting of shareholders or any such adjourned meeting, 
the Board of Directors shall establish a committee consisting 
of non-management directors for the purpose of reviewing 
compliance with this Article 1, Section 3; provided, however, 
that if the business to be brought before such meeting or any 
such adjourned meeting by a shareholder relates to the removal, 
replacement or election of one or more directors, the Secretary 
shall appoint two or more inspectors, neither of whom shall be 
an affiliate of the Corporation, to act in lieu of such 
committee to review compliance with this Article 1, Section 3. 
 If the committee or the inspectors (as the case may be) shall 
determine that a shareholder has not complied with this Article 
1, Section 3, the committee or the inspectors (as the case may 
be) shall direct the chairman of such meeting to declare to 
such meeting or any such adjourned meeting that such business 
was not properly brought before such meeting or any such 
adjourned meeting in accordance with the provisions of this 
Article 1, Section 3; and the chairman shall so declare to such 
meeting or any such adjourned meeting and any such business not 
properly brought before such meeting or any such adjourned 
meeting shall not be transacted.


	Only individuals who are nominated in accordance with the 
procedures set forth in this Article 1, Section 3, shall be 
eligible for election as directors.  Nominations of individuals 
for election to the Board of Directors may be made at a meeting 
of shareholders or any such adjourned meeting by or at the 
direction of the board of Directors or by any shareholder of 
the Corporation entitled to vote for the election of directors 
at such meeting or any such adjourned meeting who complies with 
the notice procedures set forth in this Article 1, Section 3.

	Such nominations, other than those made by or at the 
direction of the Board of Directors, shall be made pursuant to 
timely notice in writing to the Secretary.  To be timely, a 
shareholder's notice shall be delivered to or mailed and 
received at the principal executive offices of the Corporation 
not less than forty-five days nor more than sixty days prior to 
such meeting; provided, however, that in the event less than 
fifty-five days prior public disclosure of the date of such 
meeting is made to the shareholders or in the event the only 
public disclosure of the date of the meeting is written notice 
in accordance with this Article 1, Section 3, notice by such 
shareholder to be timely must be so received not later than the 
close of business on the tenth day following the day on which 
such notice of the date of such meeting was mailed or such 
public disclosure was made.  Such shareholder's notice shall 
set forth (a) as to each individual whom such shareholder 
proposes to nominate for election or re-election as director, 
(i) the name, age, business address and residence address of 
such individual, (ii) the principal occupation or employment of 
such individual, (iii) the class and number of shares, or the 
amount of any securities of the Corporation which are 
beneficially owned by such individual and (iv) any other 
information relating to such individual that is required to be 
disclosed in solicitations of proxies for election of 
directors, or is otherwise required, in each case, pursuant to 
Regulation 14A under the Securities Exchange Act of 1934, as 
amended (including without limitation such individual's written 
consent to being named in the proxy statement as a nominee and 
to serving as a director if elected); and (b) as to the 
shareholder giving the notice, (i) the name and address, as 
they appear on the Corporation's books, of such shareholder and 
(ii) the class and number of shares of the securities of the 
Corporation which are beneficially owned by such shareholder.  
At the request of the Board of Directors, any individual 
nominated by the Board of Directors for election as a director 
shall furnish to the Secretary that information required to be 
set forth in a shareholder's notice of nomination which 
pertains to the nominee.  No individual shall be eligible for 
election as a director of the Corporation unless nominated in 
accordance with the procedures set forth in this Article 1, 
Section 3.  In the event that a shareholder seeks to nominate 
one or more directors, the Secretary shall appoint two 
inspectors, neither of whom shall be an affiliate of the 
Corporation, to determine whether such shareholder has complied 
with this Article 1, Section 3.  If the inspectors shall 
determine that such shareholder has not complied with this 
Article 1, Section 3, the inspector shall direct the chairman 
of such meeting or any such adjourned meeting to declare to 
such meeting or any such adjourned meeting that a nomination 
was not made in accordance with the prescribed procedures, and 
the chairman shall so declare to such meeting or any such 
adjourned meeting and the defective nomination shall be 
disregarded.

	SECTION 4.  Presiding Officer:   At all meetings of 
shareholders the Chairman of the Board shall preside, or in his 
absence, the Chairman of the Executive Committee, the President 
or any Vice President may preside.

	SECTION 5.  Inspectors:   Prior to each meeting of the 
shareholders, the Board of Directors may appoint two Inspectors 
of Election and two or more Alternate Inspectors, to serve at 
such meeting and any adjournment thereof.  If any Inspector 
refuses to serve, or shall not be present at the meeting of the 
shareholders, the Alternate Inspectors shall act in the order 
of their appointment.

	SECTION 6.  Voting and Method of:  Except as otherwise 
provided in the Certificate of Incorporation, at all meetings 
of the shareholders, each shareholder entitled to vote shall be 
entitled to one vote for every share standing in his name on 
the record of shareholders, and all questions to be decided by 
the shareholders, except the question of election of directors 
and such other questions the manner of deciding which is 
specifically regulated by statute, shall be decided by a 
majority of the votes cast at the meeting in person or by proxy 
by the holders of shares entitled to vote thereon.  All voting 
shall be viva-voce, except that any qualified voter may require 
a vote by ballot on any question to be decided.  In case of a 
vote by ballot, each ballot shall state the name of the 
shareholder voting and the number, class and series (if any) of 
shares owned by him, and in addition, if such ballot be cast by 
a proxy, the name of the proxy shall be stated.

	SECTION 7.  Quorum:  Except as may be otherwise provided 
by law or by the Certificate of Incorporation, at all meetings 
of the shareholders, the holders of a majority of the shares 
entitled to vote thereat shall constitute a quorum for the 
transaction of any business.

	SECTION 8.  Fiscal Year:   The fiscal year of the 
Corporation shall close on the 31st day of December in each 
year.  The officers of the Corporation shall prepare and cause 
to be submitted to the shareholders at the Annual Meeting a 
detailed statement showing the financial condition of the 
Corporation.

	
	ARTICLE II

	DIRECTORS

	SECTION 1.  Election of Directors:  The directors shall 
be classified with respect to their terms of office by dividing 
them into three classes.  All classes shall be as nearly equal 
in number as possible, and no class shall include less than 
three directors.  Subject to such limitations, the size of each 
class may be fixed by action of the shareholders or of the 
Board of Directors.

	At each Annual Meeting of Shareholders, directors to 
replace those whose terms expire at such Annual Meeting shall 
be elected to hold office until the expiration of the term of 
whatever class they are assigned to, provided that no director 
may be assigned to a class the term of which will expire later 
than the Annual Meeting next succeeding the director's 
attaining age 72.  Notwithstanding the foregoing, Ralph E. 
Bailey, John P. Horgan and Roland W. Schmitt shall be permitted 
to be nominated for a one-year term at the 1996 Annual Meeting 
of Shareholders.

	Each director shall hold office until the expiration of 
the term for which he is elected, and until his successor has 
been elected and qualified, provided, however, that a director 
may be removed from office as a director, but only for cause, 
by action of the shareholders or of the Board of Directors.

	SECTION 2.  Number of Directors:  The number of the 
directors of the Corporation shall be not less than 7 nor more 
than 15 as shall be determined from time to time by the Board 
of Directors.

	SECTION 3.  Newly Created Directorships and Vacancies:   
Newly created directorships resulting from an increase in the 
number of directors and vacancies occurring in the Board for 
any reason may be filled by the vote of a majority of the 
directors then in office, although less than a quorum may 
exist.  A director elected to fill a newly created directorship 
or a vacancy shall be elected to hold office until the next 
Annual Meeting of the shareholders, and (if he is to have a 
successor) until his successor has been elected and qualified.

	SECTION 4.  Regular Meetings:  Regular Meetings of the 
Board of Directors shall be held at such times and places as 
may be fixed by the Board of Directors provided that the 
Organization Meeting of the newly elected Board of Directors 
shall be held on the same day as the Annual Meeting of the 
shareholders, at which time the Executive Committee and other 
Committees of the Board and Officers shall be elected or 
appointed.  Unless otherwise required by appropriate resolution 
of the Board of Directors, or by law, notice of any such 
meetings need not be given.

	SECTION 5.  Special Meetings:   Special Meetings of the 
Board of Directors shall be called by the Secretary upon the 
order of the Chairman of the Board, the President, or the 
Chairman of the Executive Committee, or upon the written 
request of five (5) directors.

	SECTION 6.  Presiding Officer:  At all meetings of the 
Board of Directors, the Chairman of the Board of Directors 
shall preside, or in his absence,  the Chairman of the 
Executive Committee, the President or any Vice President who is 
a member thereof may preside.

	SECTION 7.  Quorum:   A majority of the directors then in 
office or half of such number when the number of directors then 
in office is even, but not less than one-third of the entire 
Board, shall constitute a quorum for the transaction of 
business at all meetings of the Board.

	SECTION 8.  Notice:   The Secretary shall mail to each 
director notice of any Special Meeting, or of any Regular 
Meeting, if required, at least two days before the meeting, or 
shall telegraph or telephone such notice not later than the day 
before such meeting.  Each director shall file with the 
Secretary a designation of the address to which such notice to 
him shall be sent, and any such notice to him thereafter shall 
be addressed in accordance with his latest designation.

	SECTION 9.  Designation of Executive and Other 
Committees:   The Board of Directors shall by resolution 
adopted by a majority of the entire Board, designate an 
Executive Committee of not less than three of its members of 
whom the Chairman of the Board, the Chairman of the Executive 
Committee, and the President shall be ex officio members, and 
said Executive Committee shall have authority to exercise and 
shall exercise in the interim between the Regular and Special 
meetings of the Board of Directors all of the rights, powers 
and duties of the Board of Directors, except such as cannot be 
lawfully delegated.

	The Board of Directors may by resolution adopted by a 
majority of the entire Board, designate one or more directors 
as alternate members of the Executive Committee, who may 
replace any absent member or members of the Executive 
Committee, at any meeting thereof, when required to constitute 
a quorum.

	Meetings of the Executive Committee may be called by the 
Secretary upon order by the Chairman of the Executive Committee 
or in his absence by the Chairman of the Board, the President, 
or upon written request of two (2) members of the Executive 
Committee.

	At all meetings of the Executive Committee,  the Chairman 
of the Executive Committee shall preside, or in his absence the 
Chairman of the Board or the President may preside.

	At all meetings of the Executive Committee, a majority of 
the full membership of the Executive Committee, including 
vacancies not filled or eliminated, shall constitute a quorum 
for the transaction of business.

	The Board of Directors may by resolution adopted by a 
majority of the entire Board, designate other Committees, each 
consisting of three or more directors, and delegate to them 
such powers and duties of the Board as may be lawfully 
delegated and determined to be appropriate by the Board.

	The Executive Committee and each other Committee 
designated pursuant to this Section, and each member or 
alternate member thereof, shall serve until the next Annual 
Meeting of the shareholders and at the pleasure of the Board of 
Directors.  Vacancies in the Executive Committee or any other 
Committee, occurring for any reason, may by resolution adopted 
by a majority of the entire Board at any meeting of the Board 
of Directors, be filled or may be eliminated by reducing the 
number constituting the membership of such Committee, provided, 
however, that the membership of any Committee shall not be 
reduced to less than three.

	Notice of the time and place of any meeting of the 
Executive Committee shall be given in the manner provided in 
Section 8 of this Article for the giving of notice of meetings 
of the Board of Directors.  Meetings of any other Committee 
designated pursuant to this Section 9 shall be held in such 
manner, and at such times and places, and upon such notice, if 
any, as shall be provided in the resolution of the Board 
creating such Committee.

	SECTION 10.  Compensation:   Each director who is not a 
full-time employee of the Corporation or of any consolidated 
subsidiary shall be paid such compensation for serving as a 
director as the Board of Directors may, from time to time, 
determine.

	Section 11.  Action by Unanimous Written Consent:   Any 
action required to be or permitted to be taken by the Board of 
Directors or any Committee thereof may be taken without a 
meeting if all members of the Board of Directors or the 
Committee consent in writing to the adoption of a resolution 
authorizing the action.  The resolution and written consents 
thereto by the members of the Board of Directors or Committee 
shall be filed with the minutes of the proceedings of the Board 
of Directors or Committee.

	Section 12.  Participation in Meetings by Means of 
Conference Telephone:   Any one or more members of the Board of 
Directors or any Committee thereof may participate in a meeting 
of the Board of Directors or Committee by means of a conference 
telephone or similar communication equipment allowing all 
persons participating in the meeting to hear each other at the 
same time.  Participation by such means shall constitute 
presence in person at such meeting.

	
	ARTICLE III

	OFFICERS


	SECTION 1.  Executive Officers:   The Officers of the 
Corporation shall consist of a Chairman of the Board of 
Directors, a President, a Vice President-Finance, one or more 
other Vice Presidents, one or more of whom may also be 
designated Executive Vice President or Senior Vice President, a 
Secretary, a Treasurer and a Controller, all of whom shall be 
elected annually by the Board at a meeting following the Annual 
Meeting of the shareholders.  The Board may also elect one or 
more Assistant Treasurers and one or more Assistant Secretaries 
and such subordinate officers and agents of the Corporation as 
it may from time to time determine.  The same person may hold 
two or more offices, except that the Chairman of the Board and 
President shall not hold the office of Secretary.

	SECTION 2.  Duties of Chairman of the Board:   The 
Chairman of the Board shall be a director and shall be chief 
executive officer of the Corporation and, subject to the 
direction of the Board, shall exercise general supervision over 
the business and affairs of the Corporation and shall perform 
such other duties as may be assigned to him from time to time 
by the Board.  If the office of the President is not 
independently established, he shall perform all duties of that 
office.  He shall preside at all meetings of the Board of 
Directors and shall also preside at all meetings of the 
shareholders of the Corporation.

	SECTION 3.  Duties of President:   The President shall be 
a director and shall be the chief operating officer of the 
Corporation and, subject to the direction of the Board of 
Directors and the Chairman of the Board, shall direct and 
supervise the business operations of the Corporation and shall 
perform such other duties as from time to time the Board of 
Directors may prescribe or the Chairman of the Board may assign 
to him.  The office of the President will normally be vested in 
the Chairman of the Board, provided, however, that in the 
discretion of the Board of Directors, the position of President 
may be established independent of, but reporting to, the 
Chairman of the Board.
	
	SECTION 4.  Duties of Vice President-Finance, and other 
Vice Presidents:   The Vice President-Finance shall serve as 
principal financial officer of the Corporation and shall 
perform such other duties as shall from time to time be 
prescribed by the Board of Directors or assigned to him by the 
Chairman of the Board or by the President.  Each other Vice 
President shall perform such duties as from time to time may be 
prescribed by the Board of Directors or assigned to him by the 
Chairman of the Board or the Officer to whom he reports.

	SECTION 5.  Duties of Treasurer and Controller:   The 
Treasurer shall have the care and custody of all the funds and 
securities of the Corporation and, in general, shall perform 
all the duties incident to the office of Treasurer including 
the appointment of depository and disbursement banks.  The 
Controller shall have charge of the books of account of the 
Corporation and, in general, perform all the duties incident to 
the office of Controller.  The Treasurer and the Controller 
shall also discharge such other duties as from time to time the 
Board of Directors may prescribe or the Chairman of the Board, 
the President, or the Vice President-Finance may assign.

	SECTION 6.  Duties of Secretary:   The Secretary shall 
keep the minutes of the meetings of the Board of Directors, of 
the Executive Committee and other Committees of the Board and 
of the shareholders, and shall attend to the giving and service 
of all notices for meetings of the Board of Directors, of the 
Executive Committee and other Committees of the Board and of 
the shareholders and otherwise whenever required, except to the 
extent, that such duties shall have been specifically delegated 
to another officer by the Board of Directors or by the Chairman 
of the Board.  He shall have the custody of such books and 
papers as the Board of Directors, the Chairman of the Board, or 
the President may provide.  He shall also discharge such other 
duties as from time to time the Board of Directors may 
prescribe or the Chairman of the Board, or the President may 
assign to him.

	SECTION 7.  Assistant Officers:   The Board of Directors 
may elect one or more Assistant Secretaries or one or more 
Assistant Treasurers.  Each Assistant Secretary, if any, and 
each Assistant Treasurer, if any, shall have such authority and 
perform such duties as from time to time the Board of Directors 
may prescribe or the Chairman of the Board or the President may 
assign.

	SECTION 8.  Subordinate Officers:   The Board of 
Directors may elect such subordinate officers as it may deem 
desirable.  Each such officer shall have such authority and 
perform such duties as the Board of Directors may prescribe.  
The Board of Directors may, from time to time, authorize any 
officer to appoint and remove subordinate officers and 
prescribe the powers and duties thereof.

	SECTION 9.  Surety Bonds of Officers:   The Board of 
Directors may require from any officer of the Corporation a 
bond in such amount as it may determine for the faithful 
discharge of the duties of any such officer; such bond to be 
approved by the Board and to be obtained at the expense of the 
Corporation.


	SECTION 10.  Compensation of Officers:  The Chairman of 
the Board, with the advice of the President of the Corporation, 
shall have power to fix the compensation of all officers of the 
Corporation, except the Chairman of the Board, the president 
and the officers reporting directly to either of them.  The 
Board of Directors shall have power to fix the compensation of 
the Chairman of the Board, the President and of the officers 
reporting directly to either of them.  The Board of Directors 
may authorize any officer, upon whom the power of appointing 
subordinate officers may have been conferred, to fix the 
compensation of such subordinate officers.  Notwithstanding the 
foregoing, the Board of Directors may delegate to a Committee 
of the Board the responsibility of determining the incentive 
compensation and stock awards of the Chairman of the Board, the 
President and the officers reporting directly to either of 
them.

	SECTION 11.  Vacancy:   Any vacancy of an office 
occurring may be filled at any Regular or Special Meeting of 
the Board of Directors.

	SECTION 12.  Removal of Officers:   Any officer of the 
Corporation may be removed, with or without cause, by the vote 
of the Board of Directors at any meeting thereof.

	SECTION 13.  Checks and Obligations:   All notes and all 
checks, drafts, or other orders for the payment of money, and 
all endorsements thereof, executed on behalf of the Corporation 
shall be signed by any person or persons designated for the 
purpose either by the Board or by an officer or officers of the 
Corporation pursuant to authority delegated by the Board of 
Directors.

	SECTION 14.  Execution of Contracts, Assignments, Deeds 
and other Documents:  All contracts, agreements, assignments, 
transfers, guaranties, deeds, stock powers or other instruments 
of the Corporation may be executed and delivered by the 
Chairman of the Board, the President, or any Vice President or 
by such other officer or officers, or agent or agents, of the 
Corporation as shall be thereunto authorized from time to time 
either by the Board or by power of attorney executed by the 
Chairman of the Board, the President, any Senior Vice 
President, or by any person pursuant to authority granted by 
the Board; and the Secretary or any Assistant Secretary, the 
Treasurer or any Assistant Treasurer may affix the seal of the 
Corporation thereto and attest same.

	SECTION 15.  Execution of Proxies:  The Chairman of the 
Board, the President,  or any Vice President or any other 
person designated by the Board of Directors, may authorize from 
time to time the execution and issuance of proxies to vote upon 
shares of stock of other corporations owned by the corporation, 
or authorize the execution of a consent to action taken or to 
be taken by such other corporation.  All such proxies or 
consents may be signed in the name of the Corporation by any of 
the persons above-mentioned in this Section 15 or by any other 
person or persons designated for the purpose either by the 
Board of Directors or by power of attorney executed by any 
person pursuant to authority granted by the Board.

	SECTION 16.  Facsimile Signatures:   Any signature which 
is authorized by Section 13, 14 or 15 of this Article may be 
facsimile, if so determined by the Board of Directors, or by an 
officer or officers of the Corporation pursuant to authority 
delegated by the Board of Directors.

	ARTICLE IV

	CREATION OF DIVISIONS

	SECTION 1.  Creation of Divisions:   The Board of 
Directors may from time to time create divisions and may set 
apart to such divisions such aspects or portions of the 
business, affairs and properties of the Corporation as the 
Board may from time to time determine.  Each division of the 
Corporation shall be organized and regulated as hereinafter 
provided in this Article IV.  As used in the succeeding 
Sections of this Article, the term "Company" shall refer to any 
division of the Corporation.

	SECTION 2.  Executive Officers of Company:   The Chairman 
of the Board of the Corporation may appoint, with the advice of 
the President of the Corporation, as Executive Officers of the 
Company, a President, one or more Vice Presidents, appropriate 
Financial Officers and a Secretary and in his discretion, one 
or more Assistant Secretaries and Assistant Financial Officers 
and such subordinate officers as may from time to time be 
deemed desirable.  Such officers shall be appointed as soon as 
practicable following the creation of the Company and 
thereafter shall hold office at the discretion of the Chairman 
of the Board of the Corporation.  The same person may hold two 
or more offices of the Company, except the offices of President 
and Secretary of the Company, and any person holding an office 
of the Company may also be elected by the Board as an officer 
of the Corporation.  Vacancies occurring in any office may be 
filled at any time by the Chairman of the Board of the 
Corporation, with the advice of the President of the 
Corporation.  The Executive Officers and all other persons who 
shall serve the Company in the capacities set forth in this 
Article are hereby appointed agents of the Corporation with the 
powers and duties herein set forth.  However, the authority of 
said agents shall be limited to matters related to the 
properties, business and affairs of the Company, and shall not 
extend to any other portion of the properties, business and 
affairs of the Corporation nor are such Executive Officers or 
other persons to be considered officers of the Corporation.

	SECTION 3.  Authority of the Executive Officers of the 
Company:   The President of the Company shall be the Chief 
Executive Officer of the Company.  He shall exercise general 
supervision over the business, affairs and properties of the 
Company and shall be directly responsible to, and shall perform 
such other duties as may be assigned to him from time to time 
by, the Chairman of the Board or the assigned Officer or other 
employee of the Corporation to whom the President of the 
Company reports.  All Executive Officers other than the 
President of the Company, and any subordinate officers, shall 
be directly responsible to the President of the Company and any 
Officer or other employee of the Corporation as the Chairman of 
the Board or the assigned Officer or other employee of the 
Corporation to whom the President of the Company reports shall 
direct.

	SECTION 4.  Use of Divisional Names:   In executing any 
document on behalf of any division of the Corporation, the name 
of such division shall be followed by the words "a division of 
General Signal Corporation."  In any instance in which a 
division of the Corporation shall use the name of the division 
followed by the words, "a unit of General Signal," such words 
shall have the same meaning as "a division of General Signal 
Corporation."

	ARTICLE V

	INDEMNIFICATION

	SECTION 1.  Indemnification:  Except to the extent 
expressly prohibited by the New York Business Corporation Law, 
the Corporation shall indemnify each person made or threatened 
to be made a party to any action or proceeding, whether civil 
or criminal, and whether by or in the right of the Corporation 
or otherwise, by reason of the fact that such person or such 
person's testator or intestate is or was a director or officer 
of the Corporation, or serves or served at the request of the 
Corporation any other corporation, partnership, joint venture, 
trust, employee benefit plan or other enterprise in any 
capacity while he or she was such a director or officer 
(hereinafter referred to as "Indemnified Person"), against 
judgments, fines, penalties, amounts paid in settlement and 
reasonable expenses, including attorneys' fees, incurred in 
connection with such action or proceeding, or any appeal 
therein, provided that no such indemnification shall be made if 
a judgment or other final adjudication adverse to such 
Indemnified Person establishes that either (a) his or her acts 
were committed in bad faith, or were the result of active and 
deliberate dishonesty, and were material to the cause of action 
so adjudicated, or (b) that he or she personally gained in fact 
a financial profit or other advantage to which he or she was 
not legally entitled.

	The Corporation shall advance or promptly reimburse upon 
request any Indemnified Person for all expenses, including 
attorneys' fees, reasonably incurred in defending any action or 
proceeding in advance of the final disposition thereof upon 
receipt of an undertaking by or on behalf of such Indemnified 
Person to repay such amount if such Indemnified Person is 
ultimately found not to be entitled to indemnification or, 
where indemnification is granted, to the extent the expenses so 
advanced or reimbursed exceed the amount to which such 
Indemnified Person is entitled.

	Nothing herein shall limit or affect any right of any 
Indemnified Person otherwise than hereunder to indemnification 
or expenses, including attorneys' fees, under any statute, 
rule, regulation, certificate of incorporation, by-law, 
insurance policy, contract or otherwise.

	Anything in these by-laws to the contrary 
notwithstanding, no elimination of this by-law, and no 
amendment of this by-law adversely affecting the right of any 
Indemnified Person to indemnification or advancement of 
expenses hereunder shall be effective until the 60th day 
following notice to such Indemnified Person of such action, and 
no elimination of or amendment to this by-law shall thereafter 
deprive any Indemnified Person of his or her rights hereunder 
arising out of alleged or actual occurrences, acts or failures 
to act prior to such 60th day.

	The Corporation shall not, except by elimination or 
amendment of this by-law in a manner consistent with the 
preceding paragraph, take any corporate action or enter into 
any agreement which prohibits, or otherwise limits the rights 
of any Indemnified Person to, indemnification in accordance 
with the provisions of this by-law.  The indemnification of any 
Indemnified Person provided by this by-law shall be deemed to 
be a contract between the Corporation and each Indemnified 
Person and shall continue after such Indemnified Person has 
ceased to be a director or officer of the Corporation and shall 
inure to the benefit of such Indemnified Person's heirs, 
executors, administrators and legal representatives.  If the 
Corporation fails timely to make any payment pursuant to the 
indemnification and advancement or reimbursement of expenses 
provisions of this Article V and an Indemnified Person 
commences an action or proceeding to recover such payment, the 
Corporation in addition shall advance or reimburse such 
Indemnified Person for the legal fees and other expenses of 
such action or proceeding.

	The Corporation is authorized to enter into agreements 
with any of its directors or officers extending rights to 
indemnification and advancement of expenses to such Indemnified 
Person to the fullest extent permitted by applicable law, but 
the failure to enter into any such agreement shall not affect 
or limit the rights of such Indemnified Person pursuant to this 
by-law, it being expressly recognized hereby that all directors 
or officers of the Corporation, by serving as such after the 
adoption hereof, are acting in reliance hereon and that the 
Corporation is estopped to contend otherwise.  Persons who are 
not directors or officers of the Corporation shall be similarly 
indemnified and entitled to advancement or reimbursement of 
expenses to the extent authorized at any time by the Board of 
Directors.

	In case any provision in this by-law shall be determined 
at any time to be unenforceable in any respect, the other 
provisions shall not in any way be affected or impaired 
thereby, and the affected provision shall be given the fullest 
possible enforcement in the circumstances, it being the 
intention of the Corporation to afford indemnification and 
advancement of expenses to its directors or officers, acting in 
such capacities or in the other capacities mentioned herein, to 
the fullest extent permitted by law whether arising from 
alleged or actual occurrences, acts or failures to act 
occurring before or after the adoption of this Article V.

	For purposes of this by-law, the Corporation shall be 
deemed to have requested an Indemnified Person to serve an 
employee benefit plan where the performance by such Indemnified 
Person of his or her duties to the Corporation also imposes 
duties on, or otherwise involves services by, such Indemnified 
Person to the plan or participants or beneficiaries of the 
plan, and excise taxes assessed on an Indemnified Person with 
respect to an employee benefit plan pursuant to applicable law 
shall be considered indemnifiable fines.  For purposes of this 
by-law, the term "Corporation" shall include any legal 
successor to the Corporation, including any corporation which 
acquires all or substantially all of the assets of the 
Corporation in one or more transactions.








	ARTICLE VI

	CAPITAL STOCK


	SECTION 1.  Certificates of Capital Stock:   All 
certificates of stock of the Corporation, both preferred and 
common, shall be separately numbered and the facsimile 
signature of the Chairman of the Board, or the President, or a 
Vice President and the facsimile counter-signature of the 
Treasurer, or an Assistant Treasurer, or the Secretary or an 
Assistant Secretary and the facsimile seal of the Corporation 
shall appear thereon, all in manner as authorized under the 
laws of the State of New York and approved by the New York 
Stock Exchange.

	SECTION 2.  Transfer Agent and Registrar:  All 
certificates of stock of the Corporation shall be issued only 
through a Transfer Agent of the Corporation's stock, consisting 
of a Bank or Trust Company, duly appointed by the Board of 
Directors to act as Transfer Agent and bear the counter-
signature of the Registrar of the Corporation's stock duly 
appointed by the Board of Directors to act as Registrar.  
Endorsement to the foregoing effect shall be made upon all 
certificates issued.


	SECTION 3.  Transfer of Shares:   Shares of stock shall 
be transferable only on the books of the Corporation by the 
holder thereof in person or pursuant to a power of attorney 
duly executed and filed with the Transfer Agent, upon the 
surrender of the certificate representing the shares to be 
transferred, properly endorsed.  All certificates surrendered 
for transfer shall be cancelled by the Transfer Agent.


	SECTION 4. Lost, Destroyed or Stolen Certificates:  No 
certificate for shares of stock of the Corporation shall be 
issued in place of any certificate alleged to have been lost, 
destroyed or stolen except on production of such evidence of 
such loss, destruction or theft and on delivery to the 
Corporation, if the Board of Directors shall so require, of a 
bond of indemnity upon such terms and secured by such surety as 
the Board of Directors may in its discretion determine to be 
satisfactory.


	SECTION 5.  Seal of Corporation:   The seal of the 
Corporation shall be circular in form and bear the words 
"GENERAL SIGNAL CORPORATION" next inside the line of its 
circumference and the words "Incorporated June 13th, 1904" in 
the center within the line of an inner circle.







	ARTICLE VII

	AMENDMENTS

SECTION 1.  Amendments:  Except as otherwise provided by the 
Certificate of Incorporation, any provision or provisions of 
these By-Laws, including any amendment thereof, regardless of 
the manner in which any such provision or amendment may have 
been adopted, may be deleted or amended in any respect at any 
Annual Meeting of the shareholders, or at any Special Meeting 
called for that purpose, by a majority of the votes cast at 
such meeting in person or by proxy by the holders of shares 
entitled to vote thereon, or with the exception of this Section 
1 of Article VII, by a majority of the Board of Directors then 
in office at any meeting thereof.

	ARTICLE VIII

	WAIVER OF NOTICE

	SECTION 1.  Waiver of Notice:  Any notice required by 
these By-Laws may be waived in writing, either before or after 
the action requiring such notice is taken.