EXHIBIT 3.5
                                                         PITTWAY CORPORATION
                                                               JUNE 30, 1998

                                                                   FORM 10-Q

                       CERTIFICATE OF AMENDMENT
                                  TO
                RESTATED CERTIFICATE OF INCORPORATION
                                  OF
                          PITTWAY CORPORATION

                              *  *  *  * 
                   Adopted in accordance with the 
                  provisions of section 242 of the 
                   General Corporation Law of the 
                          State of Delaware
                              *  *  *  *

     Pittway Corporation, a corporation duly organized and existing 
under and by virtue of the General Corporation Law of the State of 
Delaware (the "Corporation"), DOES HEREBY CERTIFY as follows:

     FIRST:  That the Board of Directors of the corporation, on 
March 19, 1998, at a meeting duly called and constituted, adopted 
the following resolutions proposing an amendment to the Restated 
Certificate of Incorporation of the Corporation to increase the 
shares of capital stock which the Corporation has authority to issue 
and directing that such amendment be submitted to the stockholders 
for consideration at the Corporation's 1998 annual meeting:

          "RESOLVED, that in the opinion of the Board of 
     Directors it is advisable that the Restated Certificate of 
     Incorporation, as amended, of Pittway Corporation be further 
     amended as follows:

     The first sentence of Article FOURTH shall be amended in its 
     entirety to read as follows:

          The total number of shares of all classes of 
          capital stock which the Corporation shall have 
          authority to issue is Two Hundred Twenty-Two 
          Million (220,000,000) shares, of which Two 
          Million (2,000,000) shares shall be designated 
          Preferred Stock with no par value, One Hundred 
          Million (100,000,000) shares shall be 
          designated Class A Stock of the par value of 
          $1.00 per share, and One Hundred Twenty Million 
          (120,000,000) shares shall be designated Common 
          Stock of the par value of $1.00 per share.

          FURTHER RESOLVED, that such amendment be submitted to 
     the stockholders of Pittway Corporation for consideration at 
     Pittway Corporation's 1998 annual meeting of stockholders."

     SECOND:  That at the annual meeting of stockholders of the 
Corporation held May 7, 1998, the aforesaid amendment was approved by 
vote of a majority of each of: (i) the votes which the outstanding 
Common Stock and Class A Stock were entitled to cast at such annual 
meeting, (ii) the outstanding Common Stock, voting as a class, and 
(iii) the outstanding Class A Stock, voting as a class.

     THIRD:  That the aforesaid amendment was duly adopted in 
accordance with the applicable provisions of Section 242 of the 
General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, Pittway Corporation has caused this 
certificate to be signed by its President, this 7th day of May, 1998.

                                    Pittway Corporation
                                    A Delaware corporation

                                    By: ______________________
                                        King Harris, President