Exhibit 10.2
                                                       Pittway Corporation
                                                       September 30, 1999
                                                       Form 10-Q


                       PITTWAY CORPORATION
                      CHANGE OF CONTROL PLAN

                            SECTION 1

                           INTRODUCTION

1.1   THE PLAN AND ITS EFFECTIVE DATE.  This Pittway Corporation
Change of Control Plan (the "Plan") has been established by
Pittway Corporation (the "Company"), effective September 15,
1999.

1.2   PURPOSE.  The Company and certain of its subsidiaries are
currently parties to employment agreements with key employees
thereof which permit the employers to terminate the key
employees' employment without cause and which permit the key
employees to terminate their employment by giving the notice
specified therein, and the Company and its subsidiaries may
hereafter become parties to other such employment agreements
(each such existing or future employment agreement, an
"Employment Agreement").

Under the Employment Agreements, an employer's termination of a
key employee's employment may result in economic benefits to the
employee, and the employee's termination of employment may result
in the surrender of economic benefits.  However, in the event of
an impending change of control of the Company or the employee's
perception that there may be an impending change of control of
the Company, the prospect of such payment or surrender may not be
sufficient to overcome the employee's uncertainty as to his or
her future and any related inclination of the employee to seek
other employment, to the detriment of the Company.  The purpose
of the Plan is to provide certain key employees of the Company
and its subsidiaries with benefits related to a change of control
of the Company intended to preserve for the Company and its
stockholders the value of the services of such employees in such
events.

                            SECTION 2

                           ELIGIBILITY

2.1.   ELIGIBILITY.  Each key employee of the Company or a
subsidiary who (i) is a party to an Employment Agreement, (ii) is
designated by the Compensation Committee (the "Committee") of the
Board of Directors of the Company (the "Board") to participate in
the Plan, and (iii) accepts in writing the terms of the Plan
(along with his or her employer, if his or her employer is a
subsidiary rather than the Company) (each a "participant") shall
participate in the Plan, subject to the limitations of the Plan.

                            SECTION 3

                             BENEFIT

3.1   TRIGGERING OF BENEFIT.  If a Change of Control of the
Company (as defined in Section 4.3) should occur, and if during
the period thereafter ending on the second anniversary thereof
either (i) a participant's employment is terminated by his or her
employer without Cause (as defined in the participant's
Employment Agreement, and based on a finding described in Section
4.1) or (ii) a participant terminates his or her employment for
Good Reason (as defined in the participant's Employment
Agreement) (each a "Triggering Termination"), then the
participant shall be entitled to the benefit provided in Section
3.2.  Such benefit shall be in addition to any salary which has
accrued but is unpaid, and any expenses which have been incurred
but are unpaid, at the time of such termination and (but only to
the extent provided in any benefit plan in which the participant
has participated as an employee of his or her employer) any plan
benefits which by their terms extend beyond such termination; but
shall be in lieu of any other amounts that the employer would
otherwise  have paid to (or contributed to a grantor trust for
the benefit of) the participant pursuant to his or her Employment
Agreement as a result of or following such termination.

3.2.   AMOUNT OF BENEFIT.  Subject to Section 3.3, a participant
entitled to a benefit shall be entitled:

     (A)   For a period of three years following the date of his
     or her Triggering Termination (or, if shorter, the period
     following the date of his or her Triggering Termination
     ending on the date on which, without any extension thereof,
     the Employment Period under his or her Employment Agreement
     is scheduled to end as of the date of such termination), to
     receive the participant's salary at the time of such
     termination (or, if higher, Executive's Reference Salary as
     defined in his or her Employment Agreement), payable at the
     times such salary would have been paid had the participant's
     employment continued for such period;

     (B)   To receive a lump sum payment within thirty days after
     the date of his or her Triggering Termination equal to the
     participant's Target Bonus (as defined in Section 4.7) for
     the year in which such termination occurs (or, if higher,
     the participant's Target Bonus for the preceding year or the
     year in which the Change of Control of the Company occurs);

     (C)   If his or her Triggering Termination occurs after July
     1 of the then-current year (unless the then-current year is
     the year in which, without any extension thereof, the
     Employment Period under his or her Employment Agreement is
     scheduled to end as of the date of such termination), to
     receive an additional lump sum payment within thirty days
     after the date of such termination equal to the product of
     (x) the participant's Target Bonus for the year in which
     such termination occurs (or, if higher, the participant's
     Target Bonus for the preceding year or the year in which the
     Change of Control of the Company occurs) multiplied by (y) a
     fraction, the numerator of which shall be the number of
     months that have elapsed, as of the date of such
     termination, during the then-current year (rounded up to the
     next largest full month), and the denominator of which shall
     be 12; and

     (D)   For a period of one year following the date of his or
     her Triggering Termination (or, if shorter, the period
     following the date of his or her Triggering Termination
     ending on the date on which, without any extension thereof,
     the Employment Period under his or her Employment Agreement
     is scheduled to end as of the date of such termination), to
     be a full participant in, and to the benefits provided
     under, the Company's Standard Executive Benefits Package (as
     defined in the participant's Employment Agreement) in effect
     at the time of such termination (except that the participant
     shall not be entitled to any stock option, performance
     share, performance unit, stock purchase, stock appreciation
     or other equity-based compensatory benefit award) and the
     additional benefits set forth in Section 3 of his or her
     Employment Agreement in effect at the time of such
     termination (or, in the case of each such benefit, if
     higher, for the preceding year or the year in which the
     Change of Control of the Company occurs).  If, however, the
     participant is not eligible to participate in particular
     benefits set forth in the preceding sentence, the Company
     shall reimburse the participant, on a monthly basis (net
     after taxes on the receipt of such reimbursement), for any
     premiums or other fees paid by the participant to obtain
     benefits (for the participant and his or her dependents)
     equivalent to such benefits.  Notwithstanding the foregoing
     or any other provision of the Plan, (i) for the purpose of
     determining the period of continuation coverage to which the
     participant or any of his or her dependents is entitled
     pursuant to the requirements of COBRA (as defined in Section
     4.4), the participant's "qualifying event," subject to the
     requirements of applicable plans, will be the termination of
     the one-year (or shorter) period set forth above in this (D)
     and the participant will be considered to have remained
     actively employed on a full-time basis through that date and
     (ii) the Company shall reimburse the participant (net after
     taxes on the receipt of such reimbursement) for any premiums
     paid by the participant for health insurance provided to the
     participant (for the participant and his or her dependents)
     by the Company pursuant to the requirements of COBRA as in
     effect on the effective date of the Plan.

     (E)   Notwithstanding any provision of the Plan to the
     contrary, if any amount or benefit to be paid or provided to
     a participant under the Plan or otherwise pursuant to or by
     reason of any other agreement, policy, plan, program or
     arrangement, including without limitation any bonus and any
     stock option, performance share, performance unit, stock
     purchase, stock appreciation or other equity-based  right,
     or the lapse or termination of any restriction on or the
     vesting or exercisability of any of the foregoing, would be
     an "Excess Parachute Payment" within the meaning of Section
     280G of the Code (as defined in Section 4.5), or any
     successor provision thereto, but for the application of this
     sentence, then the payments and benefits to be paid or
     provided to the participant under the Plan shall be reduced
     to the minimum extent necessary (but in no event to less
     than zero) so that no portion of any such payment or
     benefit, as so reduced, constitutes an Excess Parachute
     Payment; provided, however, that the foregoing reduction
     shall be made only if and to the extent that such reduction
     would result in an increase in the aggregate payment and
     benefits to be provided to the participant, determined on an
     after-tax basis (taking into account the excise tax imposed
     pursuant to Section 4999 of the Code, or any successor
     provision thereto, any tax imposed by any comparable
     provision of state law, and any applicable federal, state
     and local income taxes).  The determination of whether any
     reduction in such payment or benefits to be provided to the
     participant under the Plan is required pursuant to the
     preceding sentence shall be made at the expense of the
     Company, if requested by the participant or the Company, by
     the Company's independent accountants.  The fact that the
     participant's right to payments or benefits may be reduced
     by reason of the limitations contained in this (E) shall not
     of itself limit or otherwise affect any other rights of the
     participant other than pursuant to the Plan.  In the event
     that any payment or benefit intended to be provided under
     the Plan is required to be reduced pursuant to this (E), the
     participant shall be entitled to designate the payments
     and/or benefits to be so reduced in order to give effect to
     this (E).  The Company shall provide the participant with
     all information reasonably requested by the participant to
     permit the participant to make such designation.  In the
     event that the participant fails to make such designation
     within 10 business days after his or her receipt of such
     information (or, if later, within 10 business days after his
     or her Triggering Termination), the Company may effect such
     reduction in any manner it deems appropriate.

Without limiting the rights of the participant at law or in
equity, if the Company fails to make any payment or provide any
benefit required to be made or provided hereunder on a timely
basis, the Company will pay interest on the amount or value
thereof at an annualized rate of interest equal to the so-called
composite "prime rate" as quoted from time to time during the
relevant period in the Midwest Edition of THE WALL STREET
JOURNAL.  Such interest will be payable on demand as it accrues.
 Any change in such prime rate will be effective on and as of the
date of such change.

3.3   LIMITATIONS IN SPECIFIC CASES.  At the time the Committee
designates a key employee of the Company or a subsidiary to
participate in the Plan, the Committee may reduce some or all of
the payments and other benefits to which such employee will be
entitled as a participant pursuant to Section 3.2.

3.4   PREVAILING PARTY'S LITIGATION EXPENSES.  In the event of
litigation between the Company and a participant related to the
Plan, except as set forth in Section 3.5 the non-prevailing party
shall reimburse the prevailing party for any costs and expenses
(including without limitation attorneys' fees) reasonably
incurred by the prevailing party in connection therewith.

3.5   CERTAIN PAYMENTS BY THE COMPANY.  Without limiting the
generality of Section 3.4: (i) if in the good faith judgment of a
participant the Company has failed to comply with any of its
obligations under the Plan or (ii) in the event that the Company
or any other person takes or threatens to take any action to
declare the Plan void or unenforceable, or institutes any
litigation or other action or proceeding designed to deny, or to
recover from, a participant the benefits provided or intended to
be provided to the participant hereunder, the Company irrevocably
authorizes the participant from time to time to retain counsel of
the participant's choice as hereinafter provided, at the expense
of the Company, to advise and represent the participant in
connection with any such interpretation, enforcement or defense,
including without limitation the initiation or defense of any
litigation or other legal action, whether by or against the
Company or any director, officer, shareholder or other person
affiliated with the Company, in any jurisdiction.
Notwithstanding any then existing or prior attorney-client
relationship between the Company and such counsel, the Company
irrevocably consents to the participant's entering into an
attorney-client relationship with such counsel, and in that
connection the Company and the participant agree that a
confidential relationship will exist between the participant and
such counsel. Without respect to whether the participant
prevails, in whole or in part, in connection with any of the
foregoing, the Company will pay and be solely financially
responsible for any and all attorneys' and related fees and
expenses incurred by the participant in connection with any of
the foregoing.

3.6   SOURCE OF PAYMENTS IN THE EVENT OF A CHANGE OF CONTROL OF
THE COMPANY.  In the event that there is a Change of Control of
the Company, the Company shall establish one or more grantor
trusts (within the meaning of Sections 671, et. seq., of the
Code) designed, taking into account the investment of the corpus
thereof, to fund the Company's payment obligations to the
participants thereafter as and when due and shall fund the corpus
of such grantor trust in accordance with such design (which
grantor trust the Company shall establish and fund prior to the
Change of Control of the Company in the event it has sufficient
advance notice thereof to do so; and otherwise which the Company
shall establish and fund promptly following its becoming aware of
the Change of Control of the Company).

                            SECTION 4

                       CERTAIN DEFINITIONS

4.1   "CAUSE".  Following a Change of Control of the Company, a
participant shall in no event be deemed to have been terminated
for "Cause" for purposes of the Plan unless prior to his or her
termination there shall have been delivered to the participant a
copy of a resolution duly adopted by the affirmative vote of not
less than a majority of the non-employee directors of the Company
then in office at a meeting of the Board called and held for such
purpose, after reasonable notice to the participant and an
opportunity for the participant, together with the participant's
counsel (if the participant chooses to have counsel present at
such meeting), to be heard before the Board, finding that, in the
good faith opinion of such directors, the participant had
committed an act constituting "Cause" as defined in his or her
Employment Agreement and specifying the particulars thereof in
detail.  While, for purposes of the Plan, such a determination
will be a condition precedent to the existence of "Cause"
following a Change of Control of the Company, such a
determination will not be determinative or create a presumption
that "Cause" in fact exists under the participant's Employment
Agreement nor limit the right of the participant to contest the
validity or propriety of such a determination.

4.2.   "CHANGE OF CONTROL DATE".  For purposes of the Plan,
"Change of Control Date" shall have the meaning given such term
in the Company's Restated Certificate of Incorporation, as
amended as of the effective date of the Plan; it being understood
that a Change of Control Date may occur without the occurrence of
a Change of Control of the Company and vice versa.

4.3   "CHANGE OF CONTROL OF THE COMPANY".  For purposes of the
Plan, a "Change of Control of the Company" shall mean the
occurrence of any of the following events:

     (i)   The acquisition by any individual, entity or group
     (within the meaning of Section 13(d)(3) or 14(d)(2) of the
     Securities Exchange Act of 1934, as amended (the "Exchange
     Act")) (a "Person") of beneficial ownership (within the
     meaning of Rule 13d-3 promulgated under the Exchange Act) of
     40% or more of the then-outstanding shares of Common Stock
     of the par value of $1.00 per share of the Company (or, upon
     or after a Change of Control Date, of 40% or more of either
     (I) the then-outstanding shares of common stock of the
     Company (the "Company Common Stock") or (II) the combined
     voting power of the then-outstanding voting securities of
     the Company entitled to vote generally in the election of
     directors ("Voting Stock")); provided, however, that for
     purposes of this subparagraph (i), none the following
     acquisitions shall constitute a Change of Control of the
     Company: (A) an acquisition directly from the Company, (B)
     an acquisition by the Company, a subsidiary of the Company
     or the Harris Group (as defined below), (C) an acquisition
     by any employee benefit plan (or related trust) sponsored or
     maintained by the Company or any subsidiary of the Company,
     or (D) an acquisition by any Person pursuant to a
     transaction which complies with clauses (A), (B) and (C) of
     subparagraph (iii) of this Section 4.3; or

     (ii)   Individuals who, as of the effective date of the
     Plan, constitute the Board  (the "Incumbent Board") cease
     for any reason (other than death or disability) to
     constitute at least a majority of the Board; provided,
     however, that any individual becoming a director subsequent
     to the effective date of the Plan whose election, or
     nomination for election by the Company's stockholders, was
     approved by a vote of at least a majority of the directors
     then comprising the Incumbent Board (either by a specific
     vote or by approval of the proxy statement of the Company in
     which such person is named as a nominee for director,
     without objection to such nomination) shall be considered as
     though such individual were a member of the Incumbent Board,
     but excluding for this purpose any such individual whose
     initial assumption of office occurs as a result of an actual
     or threatened election contest (within the meaning of Rule
     14a-11 promulgated under the Exchange Act) with respect to
     the election or removal of directors or other actual or
     threatened solicitation of proxies or consents by or on
     behalf of a Person other than the Board; or

     (iii)   Consummation of a merger as a result of which the
     Company ceases to exist or becomes a subsidiary of another
     entity, a consolidation or a sale or other disposition of
     all or substantially all of the assets of the Company (a
     "Business Combination"), in each case unless, following such
     Business Combination, (A) all or substantially all of the
     individuals and entities who were the beneficial owners,
     respectively, of the Company Common Stock and Voting Stock
     immediately prior to such Business Combination (or, if no
     Change of Control Date had occurred prior to such Business
     Combination, who on a pro forma basis would have been the
     beneficial owners, respectively, of the Company Common Stock
     and Voting Stock immediately prior to such Business
     Combination had a Change of Control Date occurred prior to
     such Business Combination) beneficially own, directly or
     indirectly, more than a majority of, respectively, the then-
     outstanding shares of common stock and the combined voting
     power of the then-outstanding voting securities entitled to
     vote generally in the election of directors, as the case may
     be, of the entity resulting from such Business Combination
     (including, without limitation, an entity which as a result
     of such transaction is the parent of the Company or owns all
     or substantially all of the Company's assets, in each case
     either directly or through one or more subsidiaries) in
     substantially the same proportions relative to each other as
     their ownership (or pro forma ownership), immediately prior
     to such Business Combination, of the Company Common Stock
     and Voting Stock, as the case may be, (B) no Person
     (excluding any entity resulting from such Business
     Combination, the Harris Group or any employee benefit plan
     (or related trust) sponsored or maintained by the Company or
     the entity resulting from such Business Combination)
     beneficially owns, directly or indirectly, 40% or more of,
     respectively, the then-outstanding shares of common stock of
     the entity resulting from such Business Combination or the
     combined voting power of the then-outstanding voting
     securities of such entity, except to the extent that such
     ownership existed prior to the Business Combination and (C)
     at least a majority of the members of the board of directors
     or other governing body of the entity resulting from such
     Business Combination were members of the Incumbent Board at
     the time of the execution of the initial agreement, or of
     the action of the Board, providing for such Business
     Combination; or

     (iv)   Approval by the stockholders of the Company of a
     complete liquidation or dissolution of the Company.


For purposes of this Section 4.3, the "Harris Group" shall mean
Messrs. Irving Harris, Neison Harris, King Harris, William W.
Harris and Sidney Barrows and their respective spouses (including
widows and widowers until first remarried), descendants and
spouses (including widows and widowers until first remarried) of
descendants, trustees of trusts established for the benefit of
such persons (acting in their capacity as trustees of such
trusts), and executors of estates of such persons (acting in
their capacity as executors of such estates), and each Person of
which any one or more of the foregoing owns (i) more than fifty
percent (50%) of the voting stock or other voting interests and
(ii) stock or other interests representing more than fifty
percent (50%) of the total value of the stock or other interests
of such Person.

4.4   "COBRA".  For purposes of the Plan, "COBRA" shall mean Part
6 of subtitle B of Title I of ERISA.

4.5   "CODE".  For purposes of the Plan, "Code" shall mean the
Internal Revenue Code of 1986, as amended.

4.6   "ERISA".  For purposes of the Plan, "ERISA" shall mean the
Employee Retirement Income Security Act of 1974, as amended.

4.7   "TARGET BONUS".  For purposes of the Plan, "Target Bonus"
for a participant for a particular year shall mean (i) the
amount, if any, identified as such in writing by the Committee or
(ii) if no amount has been so identified, an amount equal to the
participant's salary for such year (or, in the case of the year
in which his or her Triggering Termination occurs, if higher,
Executive's Reference Salary as defined in his or her Employment
Agreement for such year); provided, however, that in the event
the participant's Triggering Termination occurs during the year
in which, without any extension thereof, the Employment Period
under his or her Employment Agreement is scheduled to end as of
the date of such termination, the participant's Target Bonus for
any prior year shall be deemed to be the participant's Target
Bonus for such prior year multiplied by a fraction, the numerator
of which shall be the number of months in the year in which such
termination occurs prior to such scheduled end of the Employment
Period (rounded up to the next largest full month), and the
denominator of which shall be 12.

                            SECTION 5

                        GENERAL PROVISIONS

5.1   EMPLOYMENT RIGHTS.  Neither the establishment of, nor
participation in, the Plan shall be construed to give any
participant the right to be retained in the service of the
Company or any of its subsidiaries or to any benefits not
specifically provided by the Plan.

5.2   TAXES AND WITHHOLDING.  Each participant shall be
responsible for any taxes imposed on him or her ("taxes") by
reason of the establishment of, or his or her participation in,
the Plan.  The Company or a subsidiary of the Company, or any
grantor trust established pursuant to Section 3.6 designed to
fund the Company's payment obligations to the participant, may
deduct any taxes from payroll or other payments due the
participant.  In the event that such deductions are not
sufficient to pay the taxes, the participant shall promptly remit
the deficit to the Company upon its request.

5.3   INTERESTS NOT TRANSFERABLE.  Except as to withholding of
any tax under the laws of the United States or any state, the
interests of participants under the Plan are not subject to the
claims of their creditors and may not be voluntarily or
involuntarily transferred, assigned, alienated or encumbered;
provided that the benefits of a participant under the Plan shall
inure to the benefit of his or her heirs, executors or personal
representatives.

5.4   CONTROLLING LAW.  The Plan shall be construed in accordance
with the provisions of ERISA and other Federal laws, to the
extent such provisions are applicable to the Plan.  To the extent
not inconsistent therewith, the Plan shall be construed in
accordance with the laws of the State of Illinois.

5.5   SUCCESSOR TO THE COMPANY.   The term "Company" as used in
the Plan shall include any successor to the Company by reason of
merger, consolidation, the purchase of all or substantially all
of the Company's assets or otherwise.

5.6   MISCELLANEOUS.  The Plan shall be binding upon and inure to
the benefit of the Company, the participants and their respective
heirs, executors, legal representatives, successors and assigns.
Any notice given in connection with the Plan shall be in writing
and shall be delivered in person or by registered mail, return
receipt requested.  Any notice given by registered mail shall be
deemed to have been given upon the date of delivery indicated on
the registered mail return receipt, if correctly addressed.

                            SECTION 6

                            AMENDMENT

6.1.   AMENDMENT.  While the Company expects to continue the
Plan, it must necessarily reserve and hereby does reserve the
right, either in general or as to one or more particular
participants, to amend the Plan from time to time; provided that
no amendment of the Plan with respect to a participant that
reduces or eliminates any benefits of such participant shall be
effective unless such participant consents to such amendment.

IN WITNESS WHEREOF, the Plan has been executed on behalf of the
Company by its duly authorized officers as of the day and year
first above written.
PITTWAY CORPORATION




By: KING HARRIS
Its: President


ATTEST



By: JAMES F. VONDRAK
Its: Secretary