SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549-1004
                                                            

                                FORM 10-Q


[x]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the quarterly period ended September 30, 1996

                                    OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934


                        COMMISSION FILE NUMBER 1-4821


                             PITTWAY CORPORATION
           (Exact Name of Registrant as Specified in its Charter)


        DELAWARE                                   13-5616408
(State of Incorporation)              (I.R.S. Employer Identification No.)


200 South Wacker Drive, Chicago, Illinois                    60606-5802
(Address of Principal Executive Offices)                     (Zip Code)


                               312/831-1070
             (Registrant's Telephone Number, Including Area Code)


   Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that the 
Registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.

                        Yes   X          No      


   Indicate the number of shares outstanding of each of the issuer's 
classes of common stock, as of the latest practicable date (October 1, 
1996).

                        Common Stock      3,938,832
                        Class A Stock    16,985,613


                     PITTWAY CORPORATION AND SUBSIDIARIES
                                  FORM 10-Q
                       QUARTER ENDED SEPTEMBER 30, 1996

                                    INDEX




PART I.     FINANCIAL INFORMATION                                    Page

   ITEM 1.  Financial Statements

            Consolidated Statement of Income -
              Three Months and Nine Months Ended September 30, 1996
                and 1995                                              3

            Consolidated Balance Sheet -
              September 30, 1996 and December 31, 1995              4 - 5

            Consolidated Statement of Cash Flows -
              Nine Months Ended September 30, 1996 and 1995           6

            Notes to Consolidated Financial Statements              7 - 9

   ITEM 2.  Management's Discussion and Analysis of
              Financial Condition and Results of Operations        10 - 12


PART II.    OTHER INFORMATION

   ITEM 1.  Legal Proceedings                                      13 - 14

   ITEM 6.  Exhibits and Reports on Form 8-K                          14


SIGNATURES                                                            15













                                     2


                       PITTWAY CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED STATEMENT OF INCOME
                       FOR THE THREE MONTHS AND NINE MONTHS
                         ENDED SEPTEMBER 30, 1996 AND 1995
             (Unaudited; Dollars in Thousands, Except Per Share Data)


                                     Three Months Ended   Nine Months Ended
                                         September 30,       September 30,   
                                        1996      1995      1996      1995   

NET SALES............................ $285,726  $239,131  $815,564  $694,855

OPERATING EXPENSES:
 Cost of sales.......................  176,011   149,867   499,549   428,995
 Selling, general and administrative.   80,622    69,400   234,523   205,228
 Depreciation and amortization.......    7,393     5,417    21,272    15,844
                                       264,026   224,684   755,344   650,067

OPERATING INCOME.....................   21,700    14,447    60,220    44,788

OTHER INCOME (EXPENSE):
 Gain on sale of investment..........                       13,162
 Gain from Cylink stock offering.....                       23,279
 Income from marketable securities,
   investments and other interest....    1,310     1,006     3,087     2,805
 Interest expense....................   (2,192)   (1,631)   (6,237)   (4,095)
 Miscellaneous, net..................      (57)      606       387     1,844
                                          (939)      (19)   33,678       554 

INCOME BEFORE INCOME TAXES...........   20,761    14,428    93,898    45,342

PROVISION FOR INCOME TAXES...........    8,005     5,248    35,324    16,712

NET INCOME........................... $ 12,756  $  9,180  $ 58,574  $ 28,630

NET INCOME PER SHARE OF COMMON AND  
  CLASS A STOCK...................... $   .61   $   .44   $   2.80  $   1.37

CASH DIVIDENDS DECLARED PER SHARE:
  Common............................. $   .067  $   .067  $    .20  $    .20
  Class A............................ $   .083  $   .083  $    .25  $    .25


AVERAGE NUMBER OF SHARES OUTSTANDING
  (in thousands).....................   20,924    20,911    20,919    20,911



                         See accompanying notes.


                                     3


                    PITTWAY CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEET
                  SEPTEMBER 30, 1996 AND DECEMBER 31, 1995
                     (Unaudited; Dollars in Thousands)


                                          September 30,    December 31,
                                               1996            1995     

ASSETS

CURRENT ASSETS:
  Cash and equivalents...................    $ 21,598        $ 31,407
  Marketable securities..................      20,471          25,586
  Accounts and notes receivable, less
    allowance for doubtful accounts of
    $10,543 and $8,493...................     206,169         175,432
  Inventories............................     188,855         152,636
  Future income tax benefits.............      18,948          16,996
  Prepayments, deposits and other........      14,942          11,929
                                              470,983         413,986

PROPERTY, PLANT AND EQUIPMENT, at cost:
  Buildings..............................      32,540          25,797
  Machinery and equipment................     212,437         190,780
                                              244,977         216,577
  Less: Accumulated depreciation.........    (127,261)       (109,021)
                                              117,716         107,556
  Land...................................       2,650           2,188
                                              120,366         109,744

INVESTMENTS:
  Marketable securities..................      96,891          20,000
  Equity investment in affiliate.........      31,183           7,689
  Leveraged leases.......................      19,052          21,046
  Real estate and other ventures.........      38,547          33,874
                                              185,673          82,609

OTHER ASSETS:
  Goodwill, less accumulated
    amortization of $9,105 and $8,432....      53,072          48,714
  Other intangibles, less accumulated
    amortization of $10,505 and $10,360..       5,111           5,422
  Notes receivable.......................       9,475           5,892
  Miscellaneous..........................       7,138           6,607
                                               74,796          66,635
                                             $851,818        $672,974



                         See accompanying notes.

                                     4


                    PITTWAY CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEET
                  SEPTEMBER 30, 1996 AND DECEMBER 31, 1995
                     (Unaudited; Dollars in Thousands)
                     

                                           September 30,    December 31,
                                                1996            1995    

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Notes payable...........................    $ 34,184        $ 32,212
  Long-term debt due within one year......       3,510           3,788
  Dividends payable.......................       1,735           1,766
  Accounts payable........................      86,522          68,700
  Accrued expenses........................      53,940          46,310
  Income taxes payable....................       8,086           5,644
  Retirement and deferred
    compensation plans....................       6,706           6,503
  Unearned income.........................       4,059           3,185
                                               198,742         168,108

LONG-TERM DEBT, less current maturities...      87,089          85,966


DEFERRED LIABILITIES:
  Income taxes............................      86,125          46,920
  Other...................................      13,322           8,954
                                                99,447          55,874

STOCKHOLDERS' EQUITY:
  Preferred stock, none issued............
  Common capital stock, $1 par value-   
    Common stock..........................       3,939           3,939
    Class A stock.........................      16,985          16,973
  Capital in excess of par value..........      21,662          21,423
  Retained earnings.......................     378,964         325,420
  Cumulative marketable securities
    valuation adjustment..................      47,503          (2,019)
  Cumulative foreign currency translation
    adjustment............................      (2,513)         (2,710)
                                               466,540         363,026
                                              $851,818        $672,974






                         See accompanying notes.

                                     5



                       PITTWAY CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED STATEMENT OF CASH FLOWS
               FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                        (Unaudited; Dollars in Thousands)

                                                        1996       1995   
Cash Flows From Operating Activities:
  Net Income.......................................   $ 58,574   $ 28,630  
  Adjustments to reconcile net income to net
   cash provided by operating activities:
    Depreciation and amortization..................     21,272     15,844  
    Gain on sale of investment, net of taxes.......     (8,149)
    Gain from stock offering of affiliate,
     net of taxes..................................    (14,413)
    Deferred income taxes..........................     (2,359)    (6,526)
    Retirement and deferred compensation plans.....      4,163      5,270 
    Income/loss from investments adjusted
     for cash distributions received...............      1,091      1,027 
    Provision for losses on accounts receivable....      4,043      3,135 
    Change in assets and liabilities, excluding 
     effects from acquisitions, dispositions 
     and foreign currency adjustments:
      Increase in accounts and notes receivable....    (28,993)   (25,556)
      Increase in inventories......................    (34,852)   (33,142)
      Increase in prepayments and deposits.........     (3,121)    (4,159)
      Increase in accounts payable and
        accrued expenses...........................     18,420      7,837
      Increase (decrease) in income taxes payable..      2,774     (4,846)
    Other changes, net.............................        (55)    (6,202)
  Net cash provided (used) by operating activities.     18,395    (18,688)

Cash Flows From Investing Activities:
  Capital expenditures.............................    (27,721)   (29,865)
  Proceeds from sale of investment, net of taxes...     10,748 
  Proceeds from the sale of marketable securities..     11,065     16,034 
  Purchases of marketable securities...............     (5,900)    (5,846)
  Disposition of property and equipment............        493      1,899 
  Additions to investments.........................     (4,066)       (52)
  Increase in notes receivable.....................     (4,334)    (2,793)
  Net assets of businesses acquired, net of cash...     (3,065)    (7,565)
  Disposition of business..........................                   177
  Net cash used in investing activities............    (22,780)   (28,011)

Cash Flows From Financing Activities:
  Net increase in notes payable....................        283     46,305
  Proceeds of long-term debt.......................         72      3,197 
  Repayments of long-term debt.....................       (767)    (4,743)
  Dividends paid...................................     (5,062)    (5,025)
  Net cash (used) provided by financing activities.     (5,474)    39,734 

Effect of Exchange Rate Changes on Cash............         50         76 
Net Decrease in Cash and Equivalents...............     (9,809)    (6,889)
Cash and Equivalents at Beginning of Period........     31,407     10,359 
Cash and Equivalents at End of Period..............   $ 21,598   $  3,470 
                                                                           
Supplemental Cash Flow Disclosure:                      1996       1995   
  Interest paid....................................   $  6,218   $  4,081 
  Income taxes paid................................     26,418     28,150

                          See accompanying notes.
                                     6


                    PITTWAY CORPORATION AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     (Unaudited; Dollars in Thousands)


NOTE 1.  STOCK SPLIT

In January 1996 the Board of Directors declared a 3-for-2 stock split in 
the form of a 50% stock dividend on the Company's Common and Class A stock, 
payable March 1, 1996 to stockholders of record on February 14, 1996.  All 
share and per share data, as appropriate, reflect this split.


NOTE 2.  BASIS OF PRESENTATION

The accompanying consolidated financial statements include the accounts of 
Pittway Corporation and its majority-owned subsidiaries (the "Company" or 
"Registrant").  Summarized financial information for the limited real 
estate partnership ventures and other affiliates is omitted because, when 
considered in the aggregate, they do not constitute a significant 
subsidiary.  Certain prior year amounts in the consolidated financial 
statements have been reclassified to conform to the current year 
classification.

The accompanying consolidated financial statements are unaudited but 
reflect all adjustments of a normal recurring nature which are, in the 
opinion of management, necessary for a fair presentation of the financial 
statements contained herein.  However, the financial statements and related 
notes do not include all disclosures normally provided in the Company's 
Annual Report on Form 10-K.  Accordingly, these financial statements and 
related notes should be read in conjunction with the Company's Annual 
Report on Form 10-K for the year ended December 31, 1995.


NOTE 3.  ACQUISITIONS

During the first nine months of 1996, the Company acquired a foreign 
distributor of alarm systems and a manufacturer of glass break detectors 
for $3,065 cash and a total of $2,619 payable over three years.  The 
acquisitions were accounted for as purchase transactions in the 
consolidated financial statements from their respective dates of 
acquisition. The impact on consolidated results of operations was not 
significant.






                                    7

NOTE 4.  MARKETABLE SECURITIES

Information about the Company's available-for-sale securities at
September 30, 1996 and December 31, 1995 is as follows:

                                                  Sept. 30,     Dec. 31,
                                                    1996          1995   
  Current - Adjustable Rate Preferred Stocks -
     Aggregate cost                               $ 23,236      $ 28,952
     Net unrealized holding loss                    (2,765)       (3,366)
     Aggregate fair value                         $ 20,471      $ 25,586

  Non-Current - USSB Common Stock -
     Aggregate cost                               $ 17,401      $ 20,000
     Unrealized holding gain                        79,490       101,280
     Aggregate fair value                         $ 96,891      $121,280

In February 1996, the Company reduced its holdings in United States 
Satellite Broadcasting Company, Inc. (USSB) by selling 622,500 of its 
4,789,875 shares in connection with an initial public offering of USSB's 
common stock.  The sale of the shares resulted in an after-tax gain of 
$8,149, or $.39 per share. At December 31, 1995, prior to the initial 
public offering, the Company's investment in USSB was recorded at a cost of 
$20 million, or $4.175 per share.

The $79,490 unrealized gain on the 4,167,375 shares of USSB common stock 
held at September 30, 1996 is included, net of $30,276 deferred taxes, in 
stockholders' equity under the caption "cumulative marketable securities 
valuation adjustment".

Realized gains and losses are based upon the specific identification 
method.  Such gains and losses on the adjustable rate preferred stock, for 
the quarters ended September 30, 1996 and 1995 were not significant.


NOTE 5.  INVESTMENT IN AFFILIATE

The investment in affiliate consists of the Company's interest in Cylink 
Corporation (Cylink), which is carried at equity.  The carrying value of 
this investment was increased by $23,279 to reflect the increase in the 
Company's equity in Cylink's net book value as a result of an initial public 
offering in February 1996.  The after-tax gain recorded on the increase in 
Cylink's equity was $14,413, or $.69 per share.  The quoted market value of 
the Company's investment in Cylink was approximately $124 million at 
September 30, 1996.



                                    8

NOTE 6.  INVENTORIES 

Inventories at September 30, 1996 and December 31, 1995 consist of the 
following:

                                                  Sept. 30,     Dec. 31,
                                                    1996          1995   
     Raw materials                                $ 40,604      $ 34,440
     Work in process                                20,145        18,654
     Finished goods -
       Manufactured by the Company                  64,691        55,523
       Manufactured by others                       64,837        45,007
     Total                                         190,277       153,624
     Less LIFO reserve                              (1,422)         (988)
                                                  $188,855      $152,636


NOTE 7.  EARNINGS PER SHARE

Net income per share of common capital stock is based on the combined 
weighted average number of Common and Class A shares outstanding during 
each period and does not include Class A shares issuable upon exercise of 
stock options or for other stock awards because the dilutive effect is not 
significant.


NOTE 8.  LEGAL PROCEEDINGS

In 1989 a judgment was entered against Saddlebrook Resorts, Inc. 
("Saddlebrook"), a former subsidiary of the Company, in a lawsuit which 
arose out of the development of Saddlebrook's resort and a portion of the 
adjoining residential properties developed by the Company.  The lawsuit 
alleged damage to plaintiffs' adjoining property caused by surface water 
effects from improvements to the properties.  Damages of approximately $8 
million were awarded to the plaintiffs and an injunction was entered 
requiring, among other things, that Saddlebrook work with local regulatory 
authorities to take corrective actions.  In 1990 the trial court entered an 
order vacating the judgment and awarding a new trial.  In December 1994, 
Saddlebrook's motion for summary judgment based on collateral estoppel was 
granted on the ground that plaintiffs' claims were fully retried and 
rejected in a related administrative proceeding.  Plaintiffs appealed the 
trial court's decision granting summary judgment.  The appellate court has 
affirmed in part and reversed in part the trial court's summary judgment 
and remanded the case back to the trial court for further proceedings.  The 
Company believes that the ultimate outcome of the aforementioned lawsuit 
will not have a material adverse effect on its financial statements.


                                     9

ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS


RESULTS OF CONTINUING OPERATIONS

For the first nine months of 1996, sales increased 17% due to continued 
expansion within the alarm and other security products segment.  For the 
third quarter of 1996 sales increased 19% due to higher sales in both the 
alarm and publishing segments.  On a year-to-date basis, domestic sales 
increased 14% while international sales, representing 14% of total 
consolidated sales, increased 49% reflecting further market penetration in 
the Company's European and other international operations and, to a lesser 
extent, acquisitions of foreign businesses.  Gross profit grew at about the 
same rate as sales.  Selling, general and administrative expenses in 1996 
increased 16% over the third quarter and 14% over the first nine months of 
1995 primarily due to increased costs associated with the expanded sales 
volume.

Alarm product sales, accounting for 83% of consolidated revenues in 1996 (79% 
in 1995), increased 22% for the quarter and 23% year-to-date to $239.4 
million and $675.3 million, respectively.  These results reflect continuing 
gains in market share in key product areas and ongoing expansion in the 
worldwide alarm systems market. The Company's distribution business made 
significant gains by expanding its outlet network, internally and through an 
acquisition in November 1995. Increases at the Company's manufacturing units 
reflect continued acceptance of numerous new product offerings.

Operating income for the segment increased 38% to $19.0 million for the 
quarter and 29% to $51.8 million year-to-date primarily because of the 
expanded sales volume partially offset by an increase in depreciation expense 
from recent capital expenditures.

Publishing sales for the year-to-date declined due to the inclusion in the 
prior year results of a conference and seminar business, which was sold in 
June 1995. Excluding this business from the 1995 results, sales increased 6% 
to $139.7 million.  Sales for the quarter increased 10% to $46.3 million.  
Operating income increased 127% to $3.6 million for the quarter, which is 
traditionally slow for the trade publishing industry, and 43% to $12.9 
million year-to-date. The improved results are a reflection primarily of 
higher magazine advertising revenues and improved operating efficiency.  In 
addition, this business continues to build alternative revenue streams to 
supplement display advertising, the primary source of revenues.  Postal rates 
were steady this year and paper costs declined slightly from the 1995 year 
end levels.



                                    10  

Depreciation and amortization expense increased in 1996 as a result of 
capital additions, principally in the alarm systems segment.

Other income (expense) for the first nine months of 1996 included a pre-tax 
gain of $13,162 on the sale of 622,500 shares of USSB stock in connection 
with its initial public offering and a pretax gain of $23,279 on the increase 
in the Company's Cylink investment resulting from Cylink's initial public 
offering.  Excluding these gains, other income was less favorable in 1996 
principally due to higher interest expense and reduced cash distributions 
received from real estate ventures.  These effects were offset somewhat by a 
favorable comparison at Cylink which recorded a loss in 1995.

The effective tax rates in 1996 versus 1995 rose to 38.6% from 36.4% for the 
third quarter and to 37.6% from 36.9% for the first nine months due primarily 
to higher effective foreign tax rates.


ACCOUNTING CHANGE

In October 1995 SFAS No. 123, "Accounting for Stock Based Compensation", was 
issued.  The statement became effective for the 1996 fiscal year and 
establishes a fair value based method of accounting for employee stock based 
compensation plans and encourages adoption of that method.  However, 
companies may elect to continue to apply the method prescribed under 
previously existing accounting rules, provided certain pro forma disclosures 
are made.  The Company has made such election and will provide the necessary 
disclosures in the December 31, 1996 year-end consolidated financial 
statements.


FINANCIAL CONDITION

The Company's financial condition remained strong in the first nine months of 
1996.  Management anticipates that operations, borrowings and marketable 
securities will continue to be the primary source of funds needed to meet 
ongoing programs for capital expenditures, to finance acquisitions and 
investments and to pay dividends.

In the first nine months of 1996, operating profits, before the gains on the 
sale of USSB stock and the increase in Cylink carrying value and depreciation 
and amortization, provided $57.3 million of net cash which was used primarily 
to finance the net increase in working capital items.  The remaining $18.4 
million of cash generated from operations, along with $15.9 million of net 
proceeds from the sale of USSB stock and other marketable securities and




                                    11



available cash, were used to fund $27.7 million in capital expenditures, the 
acquisition of two businesses for $3.1 million, $5.1 million of dividends 
paid to stockholders, $4.1 million of additional investments in affordable 
housing and other ventures, $0.4 million of net payments on borrowings and a 
$4.3 million net increase in notes receivable.

Following a $1.5 million investment in the first nine months of 1996, the 
Company's remaining commitment in certain affordable housing ventures through 
2002 is $11.7 million at September 30, 1996.  The Company will continue to 
actively investigate additional investment opportunities for growth in 
related areas.

The Company has real estate investments in various limited partnerships with 
interests in commercial rental properties which may be sold or turned over to 
lenders due to the present weak commercial real estate market. Such events 
have no effect on net income although they do have a negative impact on the 
Company's cash position because significant tax payments become due when the 
properties are sold or returned to the lenders.  The Company has 
approximately $4.4 million accrued at September 30, 1996 to fully cover the 
remaining tax payments that would be due if all the properties are sold or 
returned to the lenders.

In February 1996, the Company sold 622,500 shares of United States Satellite 
Broadcasting ("USSB") in connection with its initial public offering and 
realized net cash proceeds of $15.8 million or $10.7 million after taxes.  
The Company's remaining 4,167,375 USSB shares are recorded as a non-current 
investment in marketable securities.  The Company intends to hold its 
existing investments in preferred stocks, USSB and Cylink although occasional 
sales of preferred and USSB stocks may be made selectively as conditions 
warrant.
















                                   12

                         PART II - OTHER INFORMATION


ITEM 1.       LEGAL PROCEEDINGS

On May 10, 1989, the Circuit Court of the Sixth Judicial Circuit in and for 
Pasco County, Florida, entered a judgment against Saddlebrook Resorts, Inc. 
("Saddlebrook"), a former subsidiary of the Company, in a lawsuit which 
arose out of the development of Saddlebrook's resort and a portion of the 
adjoining residential properties developed by the Company.  The lawsuit 
(James H. Porter and Martha Porter, Trustees, et al. vs. Saddlebrook 
Resorts, Inc. and The County of Pasco, Florida; Case No. CA83-1860), 
alleges damage to plaintiffs' adjoining property caused by surface water 
effects from improvements to the properties.  Damages of approximately $8 
million were awarded to the plaintiffs and an injunction was entered 
requiring, among other things, that Saddlebrook work with local regulatory
authorities to take corrective actions.  Saddlebrook made two motions for a 
new trial, based on separate grounds.  One such motion was granted on 
December 18, 1990.  Such grant was appealed by the plaintiffs.  The other 
such motion was denied on February 28, 1991.  Saddlebrook appealed such 
denial.  The appeals were consolidated, fully briefed and heard in February 
1992.  Saddlebrook received a favorable ruling on March 18, 1992, 
dismissing the judgment and remanding the case to the Circuit Court for a 
new trial.  An agreed order has been entered by the Court preserving the 
substance of the injunction pending final disposition of this matter.  As 
part of its plan to comply with the agreed order, Saddlebrook filed 
applications with the regulatory agency to undertake various remediation 
efforts.  Plaintiffs, however, filed petitions for administrative review of 
the applications, which administrative hearing was concluded in February 
1992.  On March 31, 1992, the hearing officer issued a recommended order 
accepting Saddlebrook's expert's testimony.  The agency's governing board 
was scheduled to consider this recommended order on April 28, 1992, 
however, shortly before the hearing, the plaintiffs voluntarily dismissed 
their petitions and withdrew their challenges to the staff's proposal to 
issue a permit.

At the April 28, 1992 hearing the governing board closed its file on the 
matter and issued the permits.  Saddlebrook appealed the board's refusal to 
issue a final order.  On July 9, 1993 a decision was rendered for 
Saddlebrook remanding jurisdiction to the governing board for further 
proceedings, including entry of a final order which was issued on October 
25, 1993.  The plaintiffs appealed the Appellate Court decision to the 
Florida Supreme Court and appealed the issuance of the final order to the 
Second District Court of Appeals.  The Florida Supreme Court heard the 
appeal on May 3, 1994 and denied plaintiffs' appeal.  The other appeal was 
voluntarily dismissed by the plaintiffs on June 17, 1994.  On remand to the


                                   13
trial court, Saddlebrook's motion for summary judgment, based on collateral 
estoppel on the ground that plaintiffs' claims were fully retried and 
rejected in a related administrative proceeding was granted on December 7, 
1994.  Plaintiffs filed for a rehearing which was denied.  Plaintiffs 
appealed the trial court's decision granting summary judgment.  On August 
16, 1996, the appellate court affirmed in part and reversed in part the 
trial court's summary judgment and remanded the case back to the trial 
court for further proceedings.

Until October 14, 1989, Saddlebrook disputed responsibility for ultimate 
liability and costs (including costs of corrective action).  On that date, 
the Company and Saddlebrook entered into an agreement with regard to such 
matters.  The agreement, as amended and restated on July 16, 1993, provides 
for the Company and Saddlebrook to split equally the costs of the defense 
of the litigation and the costs of certain related litigation and 
proceedings, the costs of the ultimate judgment, if any, and the costs of 
any mandated remedial work.  Subject to certain conditions, the agreement 
permits Saddlebrook to obtain subordinated loans from the Company to enable 
Saddlebrook to pay its one-half of the costs of the latter two items.  No 
loans have been made to date.

The Company believes that the ultimate outcome of the aforementioned 
lawsuit will not have a material adverse effect on its financial 
statements.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

       (a)  Exhibits.

              Number   Description                                       

                10     Employment Agreement with Thomas L. Kemp dated
                       as of July 25, 1996.

                27     Financial Data Schedule
                       (submitted only in electronic format)

       (b)  No reports on Form 8-K have been filed during the quarter for
            which this report is filed.








                                   14



                              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.




                                             PITTWAY CORPORATION
                                             (Registrant)



                                      By     /s/ Paul R. Gauvreau         
                                             Paul R. Gauvreau    
                                             Financial Vice President
                                              and Treasurer
                                             (Duly Authorized Officer and
                                              Principal Financial Officer) 


Date: October 25, 1996






















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