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

                           FORM 10-Q


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

For Quarter Ended September 30, 1996   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
(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 Sections 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject  to
such filing requirements for the past 90 days.
                           X
                         (Yes)     (No)

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

 Common Stock, par value $1.00            49,866,923
           (Class)               (Outstanding at October 18, 1996)


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


                                          Three Months Ended September 30,
                                                    1996        1995

Net Sales                                          $521.6      $481.1
                                                  --------    --------          
Cost of Sales                                       356.2       336.4

Selling, general and administrative expenses         97.5        93.1
                                                   -------     -------
                                                    453.7       429.5
                                                  --------    --------
Operating earnings                                   67.9        51.6
Interest expense net                                  5.5         7.9
                                                  --------   ----------  
Earnings from continuing operations
  before income taxes                                62.4        43.7
Income taxes                                         25.0        16.5
                                                   -------   ---------
Earnings from continuing operations                  37.4        27.2

Discontinued operations                               -         (14.4)
                                                   -------  ----------
Net earnings                                        $37.4       $12.8
                                                 =========  ==========
Earnings (loss) per share:
  Continuing operations                              $0.75       $0.55
  Discontinued operations                             -          (0.29)
                                                  --------- -----------
  Net earnings                                       $0.75        0.26
                                                  ========= ===========
Dividends declared per share                         $0.24       $0.24
                                                   ======== ===========
Average shares outstanding                           49.8        49.3
                                                     ======  ==========

See accompanying notes to financial statements


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

                                              Nine Months Ended September 30,
                                                   1996        1995

Net Sales                                        $1,518.3    $1,361.6
                                                 --------- -----------
Cost of Sales                                     1,064.9       959.1
Selling, general and administrative expenses        298.9       253.0
Gain on disposition                                 (20.8)       --
Transaction and consolidation charges                 --          7.4
                                                   --------  ----------
                                                 $1,343.0    $1,219.5
                                                 ---------   ----------
Operating earnings                                  175.3       142.1
Interest expense, net                                17.9        17.5
                                                  --------- -----------
Earnings from continuing operations
  before income taxes                               157.4       124.6
Income taxes                                         63.0        44.8
                                                   -------- ------------
Earnings from continuing operations                  94.4        79.8
Discontinued operations                              --         (64.0)
                                                   --------  -----------
Net earnings                                         $94.4       $15.8
                                                     ======= ===========
Earnings (loss) per share:
  Continuing operations                              $ 1.90       $1.62
  Discontinued operations                                --       (1.30)
                                                     -------     -------
  Net earnings                                       $ 1.90       $0.32
                                                     =======     =======
Dividends declared per share                          $0.72       $0.72
                                                      =======    ========
Average shares outstanding                              49.6        49.1
                                                      =======    ========
See accompanying notes to financial statements.

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

                                             September 30,  December 31,
                                                   1996        1995


Assets

Current assets
  Cash and cash equivalents                       $  24.4     $   1.0
  Accounts receivable                               348.7       323.6
  Inventories                                       237.9       234.7
  Prepaid expenses and other current
    assets                                           21.3        30.1
  Assets held for sale at estimated
    realizable value                                  9.7        60.4
  Deferred income taxes                              65.6        71.6
                                                    -------    --------
    Total current assets                            707.6       721.4

Property, plant and equipment                       308.3       312.7

Intangibles                                         393.9       406.0

Other assets                                        163.0       161.6

Deferred income taxes                                --          11.5
                                                 ---------  ----------
                                                 $1,572.8    $1,613.2
                                                 ---------  -----------

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



Liabilities and Shareholders' Equity          September 30,  December 31,
                                                   1996          1995

Current liabilities:
  Short-term borrowings and current
    maturities of long-term debt                     $5.3        $9.0
  Accounts payable                                  173.2       158.1
  Accrued expenses                                  216.9       233.8
  Income taxes                                       39.4        31.2
                                                   -------     -------
     Total current liabilities                      434.8       432.1
                                                   -------     --------
Long-term debt, less current
  maturities                                        306.2       428.6
Accrued postretirement and
  postemployment obligations                        139.5       146.9
Deferred income taxes                                11.2        --
Other liabilities                                    25.9        27.5
                                                    -------    --------
  Total long term liabilities                       482.8       603.0
                                                    -------    --------
Shareholders' equity:
  Common stock:  authorized 150.0
    shares; issued 64.4 shares at
    September 30, 1996 and 64.3 shares
    at December 31, 1995                             78.1        77.9
  Additional paid-in-capital                        313.2       304.2
  Retained earnings                                 641.5       582.9
  Cumulative translation adjustments                 (2.8)       (3.9)
  Common stock in treasury, at cost:
     14.6 shares at September 30, 1996 and
      15.0 shares at December 31, 1995              (374.8)     (383.0)
                                                  ----------   ---------
   Total shareholders' equity                        655.2       578.1
                                                ------------- ----------
                                                  $1,572.8    $1,613.2
                                                ==========  ===========
See accompanying notes to financial statements.


GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
Condensed Statement of Cash flow
(In Millions)
(Unaudited)

                                             Nine Months Ended
                                               September 30,
                                               1996      1995
CASH FLOW FROM OPERATING ACTIVITIES:
  Earnings from continuing operations        $94.4       $79.8
  Adjustments to reconcile earnings
    to net cash from operating activities:
      Gain on disposition                    (20.8)        -
      Asset write down and other charges      19.7         -
      Transaction and consolidation charges    -           7.4
      Deferred taxes                          28.3        33.1
      Depreciation and amortization           51.8        46.0
      Pension credits                         (6.8)       (7.1)
      Other, net                               6.7         5.6
      Changes in working capital             (36.7)      (71.5)
                                            --------   ----------
      Net cash from operating activities     136.6        93.3

CASH FLOW FROM INVESTING ACTIVITIES:
      Divestitures                            79.2        33.7
      Acquisitions, net of cash acquired       -        (262.5)
      Capital expenditures                   (43.6)      (35.9)
      Other, net                               2.8         7.4
                                            ---------  ---------
      Net cash from investing activities      38.4      (257.3)
                                            ---------  ---------
CASH FROM FINANCIANG ACTIVITIES:
      Net change in short and long-term
        borrowings                          (126.1)      218.1
      Dividends paid                         (35.6)      (34.0)
      Proceeds from shares sold to employees  11.3        13.0
      Shares repurchased                      (1.2)      (17.0)
                                            --------   --------- 
      Net cash from financing activities    (151.6)      180.1
                                           ---------   ----------
  Net change in cash and cash equivalents     23.4        16.1
                                           ---------  -----------
CASH AND CASH EQUIVALENTS AT BEGINNING OF
  PERIOD                                       1.0         0.3
                                            --------  -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD   $24.4       $16.4
                                            ========  ===========
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 1995 Annual
    Report on Form 10-K.

2.  Inventories
                                        September 30, December 31,
                                            1996         1995
                                               (in millions)
    
    Finished goods                         $81.7      $73.9
    Work in progress                        66.5       66.5
    Raw material and purchased parts       111.9      117.6
                                          -------   ---------
        Total FIFO cost                    260.1      258.0
    Excess of FIFO cost over LIFO
      inventory value                      (22.2)     (23.3)
                                          --------  ---------
        Net carrying value                $237.9     $234.7
                                        ========== ==========


3.  Business Segment Information     Three Months Ended September 30,
                                          1996       1995
    Net sales:                              (in millions)
    Process Controls                      $192.1     $176.7
    Electrical Controls                    239.3      217.4
    Industrial Technology                   90.2 a     87.0
                                          ------     -------
                                          $521.6     $481.1
                                         ========   =========
    Operating earnings:
    Process Controls                       $31.0 b    $22.6
    Electrical Controls                     26.7       19.9
    Industrial Technology                   18.9 a     14.9
                                          ------       ------
    Total operating earnings before
      unallocated expenses and interest     76.6       57.4

    Net interest expense                    (5.5)      (7.9)
    Unallocated expenses                    (8.7)      (5.8)
                                          --------    -------
    Earnings before income taxes           $62.4      $43.7
                                           ======     =======
(a) Includes $4.2 of royalty income.

(b) Includes a $1.8 insurance gain on the recovery of destroyed
    assets.



3.  Business Segment Information     Nine Months Ended September 30,
    (continued)                          1996          1995
                                             (in millions)
    Net sales:
    Process Controls                     $554.0       538.6
    Electrical Controls                   696.6       547.4
    Industrial Technology                 267.7 a     275.6
                                       --------      -------
                                       $1,518.3    $1,361.6

    Operating earnings:
    Process Controls                      $97.1 b     $70.7
    Electrical Controls                    61.1 c      40.0 e
    Industrial Technology                  41.8 d      46.0
                                          ------      ------
    Total operating earnings before
      unallocated expenses and interest   200.0       156.7

    Net interest expense                  (17.9)      (17.5)
    Unallocated expenses                  (24.7)      (14.6)
                                        ---------    --------
    Earnings before income taxes         $157.4      $124.6
                                        =========    ========

a   Includes $4.2 of royalty income.

b   Includes a $20.8 gain on disposition of Kinney Vacuum, a
    charge of $4.0 for product warranty costs and a $1.8
    insurance gain on the recovery of destroyed assets.

c   Includes an $11.1 charge related to plant closure costs,
    asset valuations and environmental costs.

d   Includes a $4.6 charge for asset valuations and $4.2 of royalty
    income.

e   Includes a $7.4 charge primarily for severance and other
    consolidation costs related to the combination of General
    Signal and Best Power.

4.  Property, Plant and Equipment     September 30,  December 31,
                                          1996         1995
                                            (in millions)
    Property, plant and equipment,
      at cost                             $737.1       $717.8
    Accumulated depreciation and
      amortization                        (428.8)      (405.1)
                                          -------     ---------
    Property, plant and equipment,
      net                                 $308.3       $312.7
                                          =======     =========

5.  Supplemental Information-Statement of Cash Flow
                                         Nine Months Ended
                                            September 30,
                                           1996        1995
    Cash paid for:                           (in millions)
    Interest                               $19.0      $17.7
                                           ======     ======
    Income taxes                           $25.3       $6.6
                                           ======     ======
    Liabilities assumed in conjunction
      with acquisitions:
    Fair value of assets acquired           $  -       $327.1
    Cash paid                                  -       (270.3)
                                            -----    -------
                                            $  -        $56.8
                                            ======   =========
                                
          ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS
        OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
          (Dollars in millions, except per share data)

Results  of  Operations - Third Quarter 1996 Compared With  
Third Quarter 1995

The amounts in the table below were derived from the Consolidated
Financial Statements.


                             1996       1995
                           Reported    Reported   Change
Net sales                    $521.6     $481.1         8.4%
Gross profit                  165.4      144.7        14.3%
Selling, general and                                       
   administrative              97.5       93.1         4.7%
expenses
Operating earnings             67.9       51.6        31.2%
Interest expense, net           5.5        7.9       (30.4%)
Earnings from continuing                                   
   operations                  37.4       27.2        37.5%
Earnings per share from                                    
   continuing operations      $0.75      $0.55        36.4%
Earnings per share from                                    
   discontinued                   -      (0.29)            
operations
Net earnings per share        $0.75      $0.26        100%+
                                                           


During  the third quarters of 1996 and 1995, the company included
the  following items in reported net earnings.  To  facilitate  a
more  meaningful discussion of results of operations, these items
are  excluded  from  the  discussion of  comparative  results  of
operations in the table below.

Royalty  income:  In July 1996, the company negotiated a  royalty
payment  related to one of its previously divested  semiconductor
businesses.   The company received $4.2 in connection  with  this
agreement and has recognized this amount in Industrial Technology
net sales.

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

Discontinued  operations:  The company adopted  a  plan  to  sell
Leeds  and Northrup Company and Dynapower/Stratopower in November
1994.  During the third quarter of 1995, the company recorded net
losses  of  $14.4  in  connection with the divestiture  of  these
businesses.


The  following table summarizes the results of operations for the
third  quarter  of  1996 and 1995 excluding the  items  discussed
above.
                             1996       1995
                            Adjusted   Reported   Change
Net sales                    $517.4     $481.1         7.5%
Gross profit                  161.1      144.7        11.3%
  Margin                      31.1%      30.1%             
Selling, general and                                       
   administrative              99.3       93.1         6.7%
expenses
  Percent of sales            19.2%      19.4%             
Operating earnings             61.8       51.6        19.8%
Interest expense, net           5.5        7.9       (30.4%)
Earnings from continuing                                   
   operations                  33.8       27.2        24.3%
Earnings per share from                                    
   continuing operations      $0.68      $0.55        23.6%

Net  sales:  Sales improved 7.5 percent over 1995 levels  due  to
strong  order activity at several units.  Twelve of  the  fifteen
operating  units  reported  sales  improvements  over  the  third
quarter   of  1995.   International  sales  in  1996  represented
approximately  21  percent  of total  net  sales.   Export  sales
increased  approximately  5  percent.   Foreign  sales  increased
approximately 21 percent, primarily reflecting the improvement in
international mixer sales.

Process Control sector sales increased 8.7 percent to $192.1  due
to  strong  unit  volume  of pumps, mixers  and  crystal  growing
furnaces.   The  improvements  for  pumps  and  crystal   growing
furnaces  reflected  improvements in  their  respective  domestic
markets.    The   mixer   improvement   resulted   from    higher
international  market  share.   These  increases  were  partially
offset  by  the  disposition  of  Kinney  Vacuum  Company   which
generated revenues of $6.1 in the third quarter of 1995.

Sales in the Electrical Controls sector increased 10.1 percent to
$239.3  from an improvement in the UPS market and North  American
market  share  gains  in  electrical fittings.   The  transformer
business, MagneTek Electric Inc. ("Waukesha Electric"),  acquired
in  late  July  of  1995, contributed $6.8  in  1996  due  to  an
additional month's sales as well as improved price realization.

Industrial  Technology  sector sales  decreased  1.1  percent  to
$86.0.   An increase in automotive OEM sales was offset by  lower
volume from the completion of several large farebox contracts and
automotive recall programs in 1995.

Gross  profit:   Gross profit as a percentage of sales  increased
from  30.1  percent  to 31.1 percent.  The increase  was  due  to
productivity improvements at several units and shifts in  product
mix  to more favorable margin products.  Margin improvements were
strongest for mixer, broadcast antenna, electrical motor, conduit
fitting  and automotive products.  Gross profits in 1995 included
$0.9 of LIFO reserve liquidations.

Selling,  general and administrative expenses:  Selling,  general
and  administrative  expenses  as  a  percentage  of  sales  were
relatively flat.  Included in selling, general and administrative
expenses were pension credits of $2.0 in 1996 and $2.4 in 1995.


Operating earnings:  Operating earnings for the Process  Controls
sector  increased 29.2 percent to $29.2 reflecting higher  volume
and  productivity improvements.  These improvements were slightly
offset by lower earnings due to the sale of Kinney Vacuum.

Electrical  Controls  sector operating  earnings  increased  34.2
percent   to  $26.7  as  a  result  of  volume  and  productivity
improvements  and improved price realization in  the  transformer
business.

Industrial  Technology  sector operating earnings  decreased  1.3
percent  to  $14.7.   Higher  earnings  on  increased  volume  of
automotive OEM products were offset by lower earnings due to  the
completion  of  several  large farebox contracts  and  automotive
recall programs in 1995.

Unallocated expenses increased from $5.8 in the third quarter  of
1995  to  $8.7  in  the same period in 1996.   This  increase  is
primarily due to the inclusion of $2.5 of gains recorded  on  the
sale  of  assets in 1995.  1996 is also higher due to an increase
in retiree medical expenses.

Interest  expense:   Net interest expense decreased 30.4  percent
to  $5.5  due  to  lower average debt levels  and  lower  average
interest  rates.   The  lower  debt levels  reflect  the  use  of
proceeds from operations and divestitures to pay down debt.

Earnings from continuing operations were $33.8 or $0.68 per share
in  1996  compared  to $27.2 or $0.55 per  share  in  1995.   The
company's effective tax rate is 40.0 percent in 1996 compared  to
37.7 percent in the third quarter of 1995.  The increased rate is
due  to an increase in non-deductible goodwill and reductions  in
the  deferred tax valuation allowance recorded in the prior year.
In  the third quarter of 1995, an adjustment of $1.2 was recorded
to  increase  the  1995  full year rate from  35  percent  to  36
percent.


Results of Operations - First Nine Months 1996 Compared With
First Nine Months 1995

The amounts in the table below were derived from the Consolidated
Financial Statements.
                                  1996        1995
                                Reported   Reported  Change
Net sales                      $1,518.3   $1,361.6     11.5%
Gross profit                      453.4      402.5     12.6%
Selling, general and                                        
   administrative expenses        298.9      253.0     18.1%
Operating earnings                175.3      142.1     23.4%
Interest expense, net              17.9       17.5      2.3%
Earnings from continuing                                    
   operations                      94.4       79.8     18.3%
Earnings per share from                                     
   continuing operations          $1.90      $1.62     16.6%
Earnings per share from                                     
   discontinued operations          - -      (1.30)         
Net earnings per share            $1.90      $0.32     100%+
                                                            


During  the  first  nine  months of 1996 and  1995,  the  company
included  the  following  items in  reported  net  earnings.   To
facilitate a more meaningful discussion of results of operations,
these  items  are  excluded  from the discussion  of  comparative
results of operations in the following table.

Royalty  income:  In July 1996, the company negotiated a  royalty
payment  related to one of its previously divested  semiconductor
businesses.   The company received $4.2 in connection  with  this
agreement and has recognized this amount in Industrial Technology
net sales.

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

Gain  on  disposition:  In January 1996, the company sold  Kinney
Vacuum  Company,  a  unit  of the Process  Controls  sector,  for
approximately  $29.0  and recognized a  pre-tax  gain  of  $20.8.
Included  in  the  gain were a LIFO liquidation of  approximately
$1.1 and transaction costs of approximately $0.5.

Product  warranty:  In March 1996, the company decided to correct
defects  in certain Process Controls' products that were sold  in
prior  years  and have warranty periods that have  expired.   The
company  provided  $4.0  to cover the  cost  of  needed  repairs.
Management believes that this plan will help the company meet the
expectations of its customers.  It is anticipated that the amount
accrued will be expended in 1996 and 1997.

Capitalized  software:  Based on an assessment  made  during  the
first  quarter  of 1996 of future market potential,  the  company
wrote  off  $4.6  of capitalized software for a  product  in  the
Industrial Technology sector.

Factory  closure  and  other:  As part of the  company's  ongoing
review  of facilities, product lines and 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  costs.   Management
anticipates that the closure of this factory will result in lower
costs in the future from improved productivity.

Also  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  the
assets off.

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

Transaction  and  consolidation charge:  On June  14,  1995,  the
company  completed  a  cash  tender offer  for  Best  Power.   In
connection   therewith,  the  company  recorded  a  $7.4   charge
primarily for severance and other consolidation costs relating to
the combination of General Signal and Best Power locations.


Discontinued  operations:  The company adopted  a  plan  to  sell
Leeds  &  Northrup Company and Dynapower/Stratopower in  November
1994.   During the second and third quarters of 1995, the company
recorded net losses of $49.6 million and $14.4 in connection with
the divestiture of these businesses.

The following table summarizes results of operations of the first
nine months of 1996 and 1995 excluding the items discussed above.

                                 1996       1995
                                Adjusted   Adjusted Change
Net sales                      $1,514.1   $1,361.6    11.2%
Gross profit                      462.1      402.5    14.8%
  Margin                          30.5%      29.6%         
Selling, general and                                       
   administrative expenses        294.0      253.0    16.2%
  Percent of sales                19.4%      18.6%         
Operating earnings                168.1      149.5    12.4%
Interest expense, net              17.9       17.5     2.3%
Earnings from continuing                                   
   operations                      90.2       84.5     6.7%
Earnings per share from                                    
   continuing operations          $1.82      $1.72     5.8%
                                                           


Net  sales:    Sales improved 11.2 percent over 1995  levels  due
primarily to the acquisitions of Best Power and Waukesha Electric
in   June   and   July  of  1995,  respectively.   Adjusted   for
acquisitions  and  dispositions, sales improved  approximately  4
percent.   International sales in 1996 totaled  approximately  22
percent  of  the  company's net sales.   Export  sales  increased
approximately 8 percent and foreign sales increased approximately
25 percent, primarily reflecting the European sales of Best Power
as well as the improvement in international mixer sales.

Process Controls' sector sales improved 2.9 percent to $554.0  on
strong third quarter volume activity in pumps, mixers and crystal
growing furnaces.  These increases were partially offset  by  the
disposition of Kinney Vacuum which generated revenues of $19.0 in
the nine month period ended September 1995.

Sales in the Electrical Controls sector increased 27.3 percent to
$696.6,  due primarily to the addition of Best Power and Waukesha
Electric.   A  strong UPS market and North American market  share
gains in electrical fittings also contributed to the improvement.

Industrial  Technology  sector sales  decreased  4.4  percent  to
$263.5.   Higher  product  sales  to  the  telecommunication  and
datacommunication  industries were offset by  the  completion  of
several large farebox contracts and automotive recall programs in
1995.

Gross  profit:   Gross profit as a percentage of sales  increased
from  29.6 percent to 30.5 percent.  Higher margins at Best Power
as  well  as improved cost structures at several operating  units
were   the   primary   reasons  for  the   improvement.    Margin
improvements  were  strongest for mixer, coal  feeder,  broadcast
antenna,  conduit fitting and automotive products.  Gross  profit
in 1995 included $0.9 of LIFO reserve liquidations.

Selling,  general and administrative expenses:  Selling,  general
and  administrative expenses as a percentage of  sales  increased
from  18.6  percent  to 19.4 percent.  The  acquisition  of  Best
Power,  which  has a higher rate of operating expenses  than  the
rest  of the company, as well as lower credits in connection with
the  settlement of insured matters, were the primary reasons  for
the  increase.   Included in selling, general and  administrative
expenses were pension credits of $6.8 in 1996 and $7.1 in 1995.

Operating earnings:  Operating earnings for the Process  Controls
sector  increased  11  percent to $78.5.   Strong  third  quarter
volume  and  productivity improvements in  the  pump,  mixer  and
crystal  growing furnace businesses were the primary reasons  for
the  improvement.   These improvements were  slightly  offset  by
lower earnings due to the sale of Kinney Vacuum.

Electrical  Controls  sector operating  earnings  increased  52.3
percent  to  $72.2.   The additions of Best  Power  and  Waukesha
Electric  as  well as  significant productivity  improvements  on
conduit fittings were the primary reasons for the increase.

Industrial  Technology  sector operating earnings  decreased  8.3
percent   to   $42.2.   The  positive  impact   of   productivity
improvements  in  the  automotive industry was  offset  by  lower
volume  due to the completion of several large farebox  contracts
and automotive recall programs in 1995.

During  1996,  the  settlement of insured matters  increased  the
earnings of Process Controls and Electrical Controls by $0.7  and
$1.3,  respectively.  1996 unallocated expenses  were  positively
impacted  by  the  collection of a $1.3  previously  written  off
receivable.  During 1995, cash settlements (primarily for royalty
and   insured  matters)  increased  the  earnings  of  Electrical
Controls  by $1.8 and Industrial Technology by $2.0, and  reduced
unallocated  expenses  by $1.9.  1995 unallocated  expenses  were
also  positively impacted by $2.5 gains recorded on the  sale  of
assets  as  well  as $2.9 of accrual adjustments related  to  the
semiconductor  equipment operations, environmental  reserves  and
other accruals.

Unallocated  expenses  increased from $15.2  in  the  first  nine
months  of  1995  to  $24.7 for the same  period  in  1996.   The
increase   is  due  to  the  items  disclosed  in  the  preceding
paragraph,   higher   retiree   medical   costs,   increases   in
compensation expense and other corporate activities.

Interest  expense:   Net interest expense is relatively flat  for
the  nine  month  period.   Cash generated  from  operations  and
divestitures was used to pay down the debt incurred in connection
with 1995 acquisitions.

Earnings from continuing operations were $90.2 or $1.82 per share
in  1996  compared  to $84.5 or $1.72 per  share  in  1995.   The
company's effective tax rate is 40.0 percent in 1996 compared  to
36.0 percent in the first nine months of 1995.  The increased tax
rate  is  due  to  an  increase  in non-deductible  goodwill  and
reductions  in the deferred tax valuation allowance  recorded  in
the prior year.







Financial Condition - September 30, 1996 Compared to December 31,
1995

The   following  information  was  derived  from  the   condensed
statement of cash flow.  It summarizes the cash flow activity for
the  first nine months of 1996 compared to the first nine  months
of 1995.

                                             1996      1995
Cash flow from ongoing operations          $160.2     146.7
Expenditures for previously                                
 divested operations                        (23.6)    (53.4)
Cash flow from operating activities         136.6      93.3
                                                           
Acquisitions, primarily Best Power and                     
   Waukesha Electric                          - -    (262.5)
Disposition of discontinued                                
 operations and Kinney Vacuum                79.2      33.7
Capital expenditures                        (43.6)    (35.9)
Other investing activities                    2.8       7.4
Cash flow from investing activities          38.4    (257.3)
                                                           
Debt repayments, net of borrowings         (126.1)    218.1
Dividends                                   (35.6)    (34.0)
Other financing activities                   10.1      (4.0)
Cash flow from financing activities        (151.6)    180.1
                                                           
Cash  flow  from  continuing operations improved  primarily  from
higher  earnings,  after  adjustment  for  non-cash  items,   and
improved working capital management.

Long-term  debt-to-total  capitalization  was  31.8  percent   at
September  30, 1996, down from 42.6 percent at year-end,  due  to
the  use of proceeds generated from dispositions and higher  cash
from operations to pay down debt.  The company is well positioned
to  finance  future  working  capital  requirements  and  capital
expenditures  through  current  earnings  and  available   credit
facilities.

At  September  30, 1996, the company had deferred tax  assets  of
$195.3  that were reduced by deferred tax liabilities  of  $107.3
and  a valuation allowance of $33.6.  The valuation allowance  is
based on management's assessment that it is more likely than  not
that  the net deferred tax assets will be realized through future
taxable earnings or alternative tax strategies.

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 major 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)  a  continuation of the  increased  order  rate
experienced   in   the  first  nine  months,   (2)   productivity
improvements  meeting or exceeding budget, and (3)  new  products
under development being produced and accepted as anticipated.

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

        (a)    Exhibits.

         12.0    Calculation  of  Ratios  of  Earnings  to  Fixed
                 Charges.


        (b)    No reports were filed on Form 8-K.


                           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/ Terry J. Mortimer
                                     Terry J. Mortimer
                               Vice President and Controller
                                  Chief Accounting Officer

DATE:  October 22, 1996




                           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




                                     Terry J. Mortimer
                               Vice President and Controller
                                 Chief Accounting Officer


DATE:  October 22, 1996