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 March 31, 1999

                                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 (April 14, 
1999).

                     Common Stock      7,877,664
                     Class A Stock    34,860,06

                  PITTWAY CORPORATION AND SUBSIDIARIES
                               FORM 10-Q
                    QUARTER ENDED MARCH 31, 1999
                                 INDEX




PART I.   FINANCIAL INFORMATION                                  Page

  ITEM 1. Financial Statements

          Consolidated Statement of Operations -
            Three Months Ended March 31, 1999 and 1998              3

          Consolidated Balance Sheet -
            March 31, 1999 and December 31, 1998                  4-5

          Consolidated Statement of Cash Flows -
            Three Months Ended March 31, 1999 and 1998              6

          Notes to Consolidated Financial Statements             7-10

  ITEM 2. Management's Discussion and Analysis of
            Financial Condition and Results of Operations       11-14


PART II.  OTHER INFORMATION

  ITEM 1. Legal Proceedings                                     14-16

  ITEM 6. Exhibits and Reports on Form 8-K                         17


SIGNATURES                                                         17






















                                     2

                       PITTWAY CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED STATEMENT OF OPERATIONS
                FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
             (Unaudited; Dollars in Thousands, Except Per Share Data)

                                                  1999            1998   
CONTINUING OPERATIONS -
  NET SALES................................     $381,906        $304,139

  OPERATING EXPENSES:
    Cost of sales..........................      240,011         192,332
    Selling, general and administrative....      104,751          82,039
    Provision for patent litigation........                       43,000
    Depreciation and amortization..........       10,991           8,423
                                                 355,753         325,794
  OPERATING INCOME (LOSS)..................       26,153         (21,655)

  OTHER INCOME (EXPENSE):
    Gain on sale of securities.............       11,002             
    Change in equity of affiliate..........         (832)          7,284
    Income from marketable securities 
      and other interest...................        1,301             779
    Interest expense.......................       (4,004)         (3,501)
    Income from investments................          219             223
    Miscellaneous, net.....................          226              29
                                                   7,912           4,814

  INCOME (LOSS) FROM CONTINUING 
    OPERATIONS BEFORE INCOME TAXES.........       34,065         (16,841)

  PROVISION (CREDIT) FOR INCOME TAXES......       12,873          (6,498)

  INCOME (LOSS) FROM CONTINUING OPERATIONS.       21,192         (10,343)

INCOME FROM DISCONTINUED OPERATIONS
  NET OF INCOME TAXES OF $1,666............                        2,348

NET INCOME (LOSS)..........................     $ 21,192        $ (7,995)

INCOME (LOSS) PER SHARE OF COMMON 
  AND CLASS A STOCK 
   Basic:   Continuing operations..........     $    .50        $   (.25)
            Discontinued operations........                          .06
            Net income (loss)..............     $    .50        $   (.19)

   Diluted: Continuing operations..........     $    .49        $   (.25)
            Discontinued operations........                          .06 
            Net income (loss)..............     $    .49        $   (.19) 

CASH DIVIDENDS DECLARED PER SHARE:
  Common...................................     $  .0217        $  .0333
  Class A..................................     $  .0300        $  .0417

AVERAGE SHARES OUTSTANDING (000's).........       42,679          42,043
AVERAGE SHARES AND DILUTIVE 
  EQUIVALENTS OUTSTANDING (000'S)..........       43,668          42,043

                         See accompanying notes.
                                    3

                    PITTWAY CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEET
                    MARCH 31, 1999 AND DECEMBER 31, 1998
                     (Unaudited; Dollars in Thousands)


                                              March 31,    December 31,
                                                1999           1998     

ASSETS

CURRENT ASSETS:
  Cash and equivalents...................    $    5,056    $   16,998
  Marketable securities..................        53,004        44,200
  Accounts and notes receivable, less
    allowance for doubtful accounts of
    $12,583 and $12,173..................       269,115       263,127
  Inventories............................       284,052       252,947
  Future income tax benefits.............        32,044        32,870
  Prepayments, deposits and other........        11,926        10,666
                                                655,197       620,808

PROPERTY, PLANT AND EQUIPMENT, at cost:
  Buildings..............................        38,779        39,645
  Machinery and equipment................       240,693       225,835
                                                279,472       265,480
  Less: Accumulated depreciation.........      (142,095)     (132,679)
                                                137,377       132,801
  Land...................................         2,430         2,481
                                                139,807       135,282

INVESTMENTS:
  Marketable securities (USSB)...........        47,631        51,994
  Investment in affiliate (Cylink).......        20,784        21,616
  Real estate and other ventures.........        49,146        49,131
  Leveraged leases.......................        15,945        16,821
                                                133,506       139,562

OTHER ASSETS:
  Goodwill, less accumulated
    amortization of $10,892 and $9,642...       139,322       134,686
  Other intangibles, less accumulated
    amortization of $6,175 and $6,266....         2,930         2,906
  Notes receivable.......................        16,363        15,862
  Miscellaneous..........................        25,943        25,949
                                                184,558       179,403
                                             $1,113,068    $1,075,055





                         See accompanying notes.





                                     4

                    PITTWAY CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEET
                    MARCH 31, 1999 AND DECEMBER 31, 1998
                      (Unaudited; Dollars in Thousands)
                     

                                              March 31,     December 31,
                                                1999            1998    

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Notes payable...........................   $   96,133      $ 92,395
  Long-term debt due within one year......       15,475        16,719
  Accounts payable........................      179,707       167,773
  Accrued liabilities.....................       69,217        66,304
  Income taxes payable....................       12,651         6,136
                                                373,183       349,327

LONG-TERM DEBT, less current maturities...      103,304       104,609

DEFERRED LIABILITIES:
  Income taxes............................       74,437        71,114
  Litigation..............................       43,000        43,000
  Other...................................        8,010        11,841
                                                125,447       125,955

STOCKHOLDERS' EQUITY:
  Preferred stock, none issued............
  Common capital stock, $1 par value-   
    Common stock..........................        7,878         7,878
    Class A stock.........................       34,860        34,763
  Capital in excess of par value..........       20,365        18,671
  Retained earnings.......................      437,338       417,363
  Accumulated other comprehensive
    income (loss)-
      Marketable securities
        valuation adjustment..............       22,282        22,416
      Foreign currency translation
        adjustment........................      (11,589)       (5,927)
                                                511,134       495,164
                                             $1,113,068    $1,075,055







                         See accompanying notes.








                                     5

                       PITTWAY CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED STATEMENT OF CASH FLOWS
                FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                         (Unaudited; Dollars in Thousands)

                                                        1999        1998   
CASH FLOWS FROM CONTINUING OPERATING ACTIVITIES:
  Income (loss) from continuing operations.........   $ 21,192    $(10,343)
  Adjustments to reconcile income (loss) from 
   continuing operations to net cash provided
   (used) by operating activities:
    Depreciation and amortization..................     10,991       8,423 
    Gain on sale of securities, net of taxes.......     (6,876)
    Equity in affiliate, net of taxes..............        520      (4,553)
    Deferred income taxes..........................      4,406        (200)
    Retirement and deferred compensation plans.....     (2,094)        505 
    Income/loss from investments adjusted
     for cash distributions received...............        658         189
    Provision for losses on accounts receivable....      2,048         784 
    Provision for patent litigation, net of taxes..                 26,875 
    Changes in assets and liabilities, excluding 
     effects from acquisitions 
     and foreign currency adjustments:
      Increase in accounts receivable..............     (4,411)    (13,075)
      Increase in inventories......................    (27,208)    (21,452)
      (Increase) decrease in prepayments
        and deposits...............................     (1,072)          4
      Increase in accounts payable and accrued 
        liabilities................................     13,093       8,361 
      Increase in income taxes payable.............      7,248       3,336 
    Other changes, net.............................       (497)        (59)
  Net cash provided (used) by operating activities.     17,998      (1,205) 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures.............................    (15,742)    (10,092)
  Proceeds from the sale of securities,
    net of taxes...................................     11,052       
  Net (increase) decrease in current
    marketable securities..........................     (8,833)       (406)
  Disposition of property and equipment............        644         160 
  Additions to investments.........................        (43)         (5)
  Increase in notes receivable.....................     (2,712)     (3,025)
  Net assets of business acquired, net of cash.....    (15,493)            
  Net cash used by investing activities............    (31,127)    (13,368)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase (decrease) in notes payable.........      4,651      (2,137)
  Proceeds of long-term debt.......................        110       2,248 
  Repayments of long-term debt.....................     (2,218)     (1,850)
  Stock options exercised..........................         90          74 
  Dividends paid...................................     (1,221)     (1,688)
  Net cash provided (used) by financing activities.      1,412      (3,353)

EFFECT OF EXCHANGE RATE CHANGES ON CASH............       (225)       (191)
NET CASH USED BY DISCONTINUED OPERATIONS...........                 (1,345)
NET DECREASE IN CASH AND EQUIVALENTS...............    (11,942)    (19,462)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD........     16,998      29,257 
CASH AND EQUIVALENTS AT END OF PERIOD..............   $  5,056    $  9,795 

                          See accompanying notes.
                                       6


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


NOTE 1.  BASIS OF PRESENTATION

The accompanying consolidated financial statements include the accounts 
of Pittway Corporation and its majority-owned subsidiaries (the 
"Company" or "Registrant").  Amounts for the quarter ended March 31, 
1998 have been restated to reflect the discontinuation of the 
publishing business which was spun off in 1998.  Except where otherwise 
indicated, the following notes relate to continuing operations.  All 
share and per share data, as appropriate, reflect a 2-for-1 stock split 
paid September 11, 1998.

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, 1998.


NOTE 2.  DISCONTINUED OPERATIONS

On August 7, 1998 the Company distributed its investment in Penton 
Media, Inc. ("Penton"), a wholly-owned subsidiary of the Company, to 
stockholders in a tax-free spin-off. Net sales of the discontinued 
operations prior to their disposition were $52,485 for the quarter 
ended March 31, 1998.


NOTE 3.  COMPREHENSIVE INCOME

Total comprehensive income (loss) for the quarters ended March 31 was:

                                                  1999         1998   
     Net income (loss)                          $ 21,192     $ (7,995)
     Other comprehensive income (loss)            (5,796)       1,894
     Total comprehensive income (loss)          $ 15,396     $ (6,101)


NOTE 4.  ACQUISITION

In the first quarter of 1999, the Company acquired the assets and 
business of a domestic distributor of alarm and other security 
products.  The total purchase price for this business was $15,493 cash 
plus $311 of debt assumed.  The acquisition was accounted for as a 
purchase transactions in the consolidated financial statements from the 
date of acquisition. The impact on consolidated results of operations 
was not significant.

                                  7
NOTE 5.  INVENTORIES 

The recorded value of inventories at March 31, 1999 and December 31, 
1998 approximate current cost and consist of the following:

                                                Mar. 31,      Dec. 31, 
                                                  1999          1998   
     Raw materials                              $ 60,881      $ 57,763
     Work in process                              20,998        22,089
     Finished goods -
       Manufactured by the Company               112,010        98,199
       Manufactured by others                     90,163        74,896
                                                $284,052      $252,947


NOTE 6.  MARKETABLE SECURITIES

Information about the Company's marketable securities at March 31, 1999 
and December 31, 1998 is as follows:

                                                Mar. 31,       Dec. 31,
                                                  1999          1998  
  Current - Auction Rate Preferred Stocks -
     Aggregate cost                             $ 53,032      $ 44,198
     Net unrealized holding (loss) gain              (28)            2
     Aggregate fair value                       $ 53,004      $ 44,200

  Non-Current - USSB Common Stock -
     Aggregate cost                             $ 11,614      $ 15,789
     Unrealized holding gain                      36,017        36,205
     Aggregate fair value                       $ 47,631      $ 51,994

Realized gains and losses are based upon the specific identification 
method.  Such gains and losses on the auction rate preferred stock, for 
the quarters ended March 31, 1999 and 1998 were not significant.

In the first quarter of 1999 the Company recorded a $6,876 ($.16 per 
diluted share) gain, net of taxes, on the sale of one million of its 
3.8 million shares of USSB at an average selling price of $15.18 per 
share. 


NOTE 7.  INVESTMENT IN AFFILIATE

The investment in affiliate consists of the Company's interest in 
Cylink Corporation (Cylink), which is carried at equity.  At March 31, 
1999, the Company's 8.6 million shares of Cylink stock had a quoted 
market value of $34,424.  In March 1998 Cylink sold its wireless 
division for $60.5 million.  The Company increased the carrying value 
of its investment in Cylink by $6,646 and recorded an after-tax gain of 
$4,154, or $.10 per diluted share, to reflect its equity in the gain on 
this divestiture.




                                   8
The summarized results of operations of Cylink for the quarters ended 
March 31, 1999 and 1998 (as restated by Cylink in December 1998) are as 
follows:

                                                    1999        1998   
     Revenue                                      $11,885     $ 8,062  
     Gross profit                                   7,773       5,431

     Loss from continuing operations              $(4,065)    $(3,375)
     Loss from discontinued operations                           (259)
     Gain on disposal of discontinued operations               22,776
     Net income (loss)                            $(4,065)    $19,142 
     Net income previously reported                           $23,706

NOTE 8.  EARNINGS PER SHARE

Basic net income per share amounts were calculated by dividing earnings 
by the combined weighted average number of Class A and Common shares 
outstanding.  Diluted net income per share amounts were based on the 
same reported earnings but assume the issuance of Class A stock upon 
exercise of outstanding stock options and distributable as performance 
and bonus share awards.  For the first quarter of 1998 there were 
819,000 potential Class A shares related to these options and awards 
that were excluded from the calculation as they would have had an anti-
dilutive effect.


NOTE 9.  SEGMENT INFORMATION

Segment information for the quarters ended March 31, excluding the 1998 
provision for patent litigation were:

                                                    1999        1998   
Sales
  Alarm Manufacturing                             $227,054    $174,080
  Alarm Distribution                               232,185     185,845
  General Corporate and Other                                       33
  Less inter-segment sales                         (77,333)    (55,819)
                                                  $381,906    $304,139

Operating Income
  Alarm Manufacturing                             $ 22,640    $ 17,028
  Alarm Distribution                                 8,999       6,640
  General Corporate and Other                       (2,312)     (1,941)
  Less intercompany profit in inventories           (3,174)       (382)
                                                  $ 26,153    $ 21,345


NOTE 10.  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 owned and developed by the 


                                   9
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. In August 1996, the appellate court 
affirmed all but three issues in the trial court's summary judgment 
order in favor of Saddlebrook. On April 1, 1998, the trial court 
entered an order limiting the scope of the retrial in light of the 
appellate court's ruling. At an April 1, 1999 pretrial conference the 
retrial was scheduled to commence in January 2000. The Company believes 
that the ultimate outcome of the aforementioned lawsuit will not have a 
material adverse effect on its financial statements. 

In 1995 a lawsuit was brought against the Company by Interactive 
Technologies, Inc. ("ITI"), seeking lost profits and royalty damages of 
up to $66,800 on account of Company sales of products which the 
plaintiff alleged infringed on its patent. The plaintiff also asserted 
trebling of damages, if awarded, based upon alleged willful 
infringement. The Company moved for summary judgment of non-
infringement and, in December 1997, the Court issued its order granting 
the Company partial summary judgment, stating its products did not 
literally infringe upon plaintiff's patent claims. In March 1998, the 
jury handed down a verdict against the Company awarding damages of 
$35,954. The jury found that the Company did not willfully infringe. 
The Company recorded a provision of $43,000 in the first quarter of 
1998 which considers the judgment and interest. The Company has 
appealed the verdict. 

In August 1998, ITI filed a second lawsuit against the Company which 
alleges that certain of the Company's products not specified in the 
prior litigation infringe on the same patent. This action has been 
stayed pending the outcome of the appeal of the jury award. The Company 
believes that the ultimate outcome of this lawsuit will not have a 
material adverse effect on its financial statements.

The Company in the normal course of business is subject to a number of 
lawsuits and claims both actual and potential in nature. While 
management believes that resolution of other existing claims and 
lawsuits will not have a material adverse effect on the Company's 
financial statements, management is unable to estimate the magnitude of 
financial impact of claims and lawsuits which may be filed in the 
future.








                                 10
ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

The Company attained $381.9 million of sales in the first quarter of 
1999, a 25.6 percent increase over the first quarter of 1998.  Income 
from continuing operations amounted to $21.2 million in 1999 compared to 
a loss of $10.3 million in 1998.  The swing in earnings between years 
was dramatically affected by the inclusion of two special items and the 
Cylink results for both years.  The special items are an after-tax gain 
of $6.9 million ($.16 per diluted share) recorded in 1999 on the sale of 
USSB stock and an after-tax charge of $26.9 million ($.64 per diluted 
share) recorded in 1998 for patent litigation. The change in the 
Company's 29 percent share of Cylink results included an after-tax gain 
on the 1998 sale of Cylink's wireless communications business of $4.2 
million ($.10 per diluted share).

Pro forma operating results after excluding discontinued operations, the 
provision for patent litigation, changes in Pittway's equity investment 
in Cylink, the gain on sale of USSB stock and related tax effects are as 
follows:

                                                1999          1998   
      Net sales                               $381,906      $304,139
      Operating expenses:
        Cost of sale                          240,011       192,332
        Selling, general and administrative   104,751        82,039
        Depreciation and amortization          10,991         8,423
                                              355,753       282,794
      Operating income                         26,153        21,345
      Interest expense                         (4,004)       (3,501)
      Other income (expense), net               1,746         1,031
      Income before income taxes               23,895        18,875
      Provision for income taxes                9,059         6,896
      Net income                             $ 14,836      $ 11,979

      Net income per diluted share of 
        Common and Class A stock             $    .34      $    .28

      Average number of shares and dilutive
        securities outstanding (000's)          43,668        42,862


Domestic sales increased 23 percent in 1999 while international sales 
increased 40 percent.  International business represented 18 percent of 
total consolidated sales in 1999 and 16 percent in 1998.  Approximately 
60 percent of the foreign sales growth was derived from businesses 
acquired since the 1998 first quarter.  Cost of sales increased 24.8 
percent, which was less than the increase in sales due to operating 
efficiencies.  Excluding the $43 million provision for patent litigation 
recorded in 1998, selling, general and administrative expenses increased 
27.7 percent in 1999 principally as a result of increased costs 
associated with the higher sales volumes of both the Manufacturing and 
Distribution segments.

                                   11
Alarm Manufacturing sales increased 30 percent during the quarter, 
leading to a 33 percent increase in operating income.  The segment's 
operating margin improved to 10.0 percent of sales from 9.8 percent in 
1998.  The increased volume reflects the benefit of the continued 
acceptance of numerous new product offerings and from expanded worldwide 
distribution capabilities.  Businesses acquired since the 1998 first 
quarter accounted for 10 percent of segment sales in 1999.  Sales to the 
Distribution segment accounted for 34 percent of Manufacturing revenue 
in 1999 and 32 percent in 1998.  Such sales increased 38.5 percent over 
the prior year.  A large portion of the increase resulted from building 
inventory for the Distribution segment to meet increased customer 
demand, particularly for national accounts.  This build-up is expected 
to lessen as the year progresses.

Alarm Distribution sales increased 25 percent during the quarter, 
leading to a 36 percent increase in operating income.  The segment's 
operating margin improved to 3.9 percent of sales in 1999 from 3.6 
percent in 1998.  Much of the increased volume originated from 
significant growth in national account business for products 
manufactured by the Alarm Manufacturing segment.  Sales volume also 
expanded due to expansion of its outlet network, both internally and 
from acquisitions. Businesses acquired since the 1998 first quarter 
accounted for 7 percent of segment sales in 1999.

Depreciation and amortization expense increased 30 percent in 1998 
mainly as a result of capital additions in the Manufacturing segment, 
and to a lesser extent, equipment and intangible assets acquired in the 
1998 and 1999 acquisitions.

Other income (expense) in 1999 included an $11.0 million pretax gain on 
the sale of USSB stock. Other income in 1998 included a pretax gain of 
$6.7 million resulting from Pittway's equity in a gain recorded by 
Cylink Corporation on the divestiture of its wireless division.  In the 
first quarter of 1999, the Company recorded a loss of $.8 million as its 
share of Cylink's operating results versus income, before the 
divestiture gain, of $.6 million in 1998.  The increase in interest 
expense over the 1998 first quarter, reflecting higher borrowing levels, 
was offset by higher income from the Company's marketable securities.

Effective tax rates were 37.8 percent and 38.6 percent in the first 
quarter of 1999 and 1998, respectively.

DISCONTINUED OPERATIONS

Included in the 1998 first quarter results is $2.3 million ($.06 per 
diluted share) of income from Penton Media, Inc., which was spun-off in 
August 1998.








                                12
FINANCIAL CONDITION

The Company's financial condition remained strong during the first 
quarter of 1999.  Net working capital at March 31, 1999 was $282.0 
million, up from $271.5 million at December 31, 1998. Management 
anticipates that operations, borrowings and marketable securities will 
continue to be the primary sources of funds needed to meet ongoing 
programs for capital expenditures, to finance acquisitions and 
investments and to pay dividends.

In the first quarter of 1999, the $30.8 million generated from income 
from continuing operations excluding depreciation, amortization, the 
provision for patent litigation, the change in equity of Cylink, the 
gain on sale of USSB stock, and other non-cash items was partially used 
to fund the net increase in working capital items. The $18.0 million of 
net cash generated from operating activities, together with short-term 
borrowings of $4.7 million, $11.1 million of proceeds from the sales of 
USSB stock and $11.9 million of cash were used primarily to finance a 
$15.5 million acquisition, $15.7 million of capital expenditures, $2.1 
million net repayments of long term debt, a $2.7 million increase in 
notes receivable, $8.8 million of net purchases of marketable 
securities, and $1.2 million of dividends.

The Company continually investigates investment opportunities for growth 
in related areas and is presently committed to invest up to $45.9 
million in certain affordable housing ventures through 2005.

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. Such events have no effect on net income 
although they do have a negative impact on the Company's cash position 
because tax payments become due when the properties are sold or returned 
to the lenders.  The Company has approximately $3.2 million accrued at 
March 31, 1999 to fully cover the remaining tax payments that would be 
due if all the properties were sold or returned to the lenders.

The Company presently intends to hold its existing investments in 
preferred stocks and Cylink although occasional sales of preferred 
stocks may be made selectively as conditions warrant. 

In the first quarter of 1999 the Company sold one million of its 3.8 
million shares of USSB, generating approximately $11.1 million in cash 
after taxes. The Company continues to liquidate its USSB holdings based 
upon current favorable market prices and expects to sell all of its 
shares if the acquisition of USSB by Hughes Electronic Corporation is 
completed.

In the event the Company loses its appeal of the unfavorable verdict in 
the ITI litigation (see Note 10 to the financial statements), an after-
tax payment of $26.9 million would be required.






                                   13
YEAR 2000 ISSUE

All work necessary to upgrade the Company's systems for Year 2000 (Y2K) 
compliance is expected to be completed in a timely fashion and should 
not involve a significant amount of the Company's resources.  The 
Company's Y2K project is proceeding on schedule.  Although the Company 
expects its critical systems to be compliant, there is no guarantee that 
these results will be achieved.  Specific factors that give rise to this 
uncertainty include a possible loss of technical resources to perform 
the work, failure to identify all susceptible systems, noncompliance by 
third parties whose systems and operations impact the Company, and other 
similar uncertainties.  Due to the general uncertainty inherent in the 
Y2K problem, resulting in part from the uncertainty of Y2K readiness of 
customers, third-party suppliers and other vendors, the Company is 
unable to determine at this time whether the consequences of Y2K 
failures will have a material impact on the Company's results of 
operations, liquidity or financial condition.


                                ****

This quarterly report, other than historical financial information, 
contains forward-looking statements, as defined in the Private 
Securities Litigation Reform Act of 1995, that involve a number of risks 
and uncertainties. Important factors that could cause actual results to 
differ materially from those indicated by such forward-looking 
statements are set forth in Item 1 of the Company's annual report on 
Form 10-K for the year ended December 31, 1998.  These include risks and 
uncertainties relating to pending litigation, government regulation, 
competition and technological change, intellectual property rights, 
capital spending, international operations, and the Company's 
acquisition strategies.



                    PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Property Damage Claim

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 owned and 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. 

                                 14
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 trial court, Saddlebrook's motion for 
summary judgment, based on collateral estoppel on the grounds 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. In August 1996, the 
appellate court affirmed all but three issues in the trial court's 
summary judgment order in favor of Saddlebrook. On April 1, 1998 the 
trial court entered an order limiting the scope of a retrial in light 
of the appellate court's ruling. At an April 1, 1999 pretrial 
conference the retrial was scheduled to commence in January 2000.

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.








                                15
Patent Infringement Claim

On August 16, 1995, Interactive Technologies, Inc. ("ITI" - plaintiff) 
commenced a lawsuit in U.S. District Court against the Company alleging 
patent infringement. The plaintiff claimed the Company infringed on 
their patent by making, using and selling certain security system 
products in the United States, and that the infringement was willful. 
Plaintiff initially sought unspecified damages, and an injunction. The 
Company denied infringement, maintaining the plaintiff's patent was 
invalid, as well as unenforceable because the plaintiff committed 
inequitable conduct before the Patent Office when applying for the 
patent. During discovery, the plaintiff informed the Company it was 
seeking damages measured by its lost profits or not less than a 
reasonable royalty on sales of the Company. Fact discovery in the 
action closed on January 17, 1997. The Court conducted a Markman 
hearing in October 1997 to construe the patent claims asserted by 
plaintiff and issued its Order interpreting the claims on October 24, 
1997. The Company moved for summary judgment of non-infringement. On 
December 2, 1997 the Court issued its Order granting partial summary 
judgment that the Company's products did not literally infringe the 
patent claims, and denying summary judgment of no infringement. Jury 
trial started on January 7, 1998. During the trial, the plaintiff 
indicated it was seeking lost profits and royalty damages of up to 
$66.8 million. The plaintiff also asserted trebling of damages, if 
awarded, based upon alleged willful infringement. On March 9, 1998 the 
jury handed down a verdict against the Company awarding damages of 
$36.0 million. The jury found that the Company did not willfully 
infringe. The Court entered judgment on the jury's verdict on April 9, 
1998. Consequently, the Company recorded a provision of $43.0 million 
in the first quarter of 1998, which considers the judgment and 
interest. The Company filed post-trial motions on April 20, 1998 for 
judgment as a matter of law in favor of the Company which were denied. 
The Company has appealed the verdict. Appeal briefs have been filed and 
oral arguments on the appeal were heard on March 4, 1999. A verdict is 
expected sometime in the third or fourth quarter of 1999. In August 
1998, ITI filed a second lawsuit against the Company which alleges that 
certain of the Company's products not specified in the prior litigation 
infringe on the same patent. This action has been stayed pending the 
outcome of the appeal of the jury award. 

Other

The Company in the normal course of business is subject to a number of 
claims and lawsuits, both actual and potential in nature. The ultimate 
outcome of the ITI matter under appeal is uncertain but will result in 
significant damages should the Company lose the appeal. While 
management believes that the ultimate outcome of the other 
aforementioned lawsuits and resolution of other existing claims and 
lawsuits will not have a material adverse effect on the Company's 
financial statements, management is unable to estimate the magnitude of 
financial impact of claims and lawsuits which may be filed in the 
future.




                                 16
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

       (a)  Exhibits.

              Number   Description                                     

                10.1   Amendment To Employment Agreement between
                       Pittway Corporation and Paul R. Gauvreau dated
                       as of March 18, 1999.

                10.2   Amendment To Employment Agreement between
                       Pittway Corporation and Edward J. Schwartz dated
                       as of March 18, 1999.

                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 being filed.






                             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, Treasurer 
                                     and Chief Financial Officer
                                   (Duly Authorized Officer and
                                     Principal Financial Officer) 


Date: May 5, 1999








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