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 June 30, 1998

                                    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 (July 30, 1998).

                        Common Stock      3,938,832
                        Class A Stock    17,301,243

                     PITTWAY CORPORATION AND SUBSIDIARIES
                                  FORM 10-Q
                       QUARTER ENDED JUNE 30, 1998

                                    INDEX




PART I.     FINANCIAL INFORMATION                                    Page

   ITEM 1.  Financial Statements

            Consolidated Statement of Income - 
              Three and Six Months Ended 
              June 30, 1998 and 1997                                   3

            Consolidated Balance Sheet -
              June 30, 1998 and December 31, 1997                    4 - 5

            Consolidated Statement of Cash Flows -
              Six Months Ended June 30, 1998 and 1997                  6

            Notes to Consolidated Financial Statements               7 - 11

   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 4.  Submission of Matters to a Vote of Security Holders     17 - 18

   ITEM 5.  Market for Registrant's Common Equity and Related
              Stockholder Matters                                     18

   ITEM 6.  Exhibits and Reports on Form 8-K                        18 - 19


SIGNATURES                                                            19


                                     2
<TABLE>
                       PITTWAY CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED STATEMENT OF INCOME
                       FOR THE THREE MONTHS AND SIX MONTHS
                          ENDED JUNE 30, 1998 AND 1997
             (Unaudited; Dollars in Thousands, Except Per Share Data)

<CAPTION>
                                         Three Months Ended   Six Months Ended
                                               June 30,            June 30,      
<S>                                      <C>       <C>       <C>       <C>
                                            1998      1997 *    1998      1997 * 
CONTINUING OPERATIONS -
 NET SALES..............................  $325,538  $285,158  $629,677  $537,650
 OPERATING EXPENSES:
  Cost of sales.........................   208,432   181,912   400,764   343,791
  Selling, general and 
   administrative.......................    85,284    76,489   167,323   144,268
  Provision for patent litigation.......                        43,000  
  Depreciation and amortization.........     8,453     6,848    16,876    13,594
                                           302,169   265,249   627,963   501,653
 OPERATING INCOME.......................    23,369    19,909     1,714    35,997
 OTHER INCOME (EXPENSE):
  Equity in affiliate's gain on 
   divestiture..........................                         6,646  
  Income from marketable securities,
   investments and other interest.......       690     1,039     1,469     1,673
  Interest expense......................    (3,072)   (3,012)   (6,573)   (5,420)
  Income from investments...............     5,595       549     6,457     1,431
  Miscellaneous, net....................      (501)     (211)     (473)     (291)
                                             2,712    (1,635)    7,526    (2,607)
 INCOME FROM CONTINUING OPERATIONS
  BEFORE INCOME TAXES...................    26,081    18,274     9,240    33,390
 PROVISION FOR INCOME TAXES.............     9,809     6,559     3,311    12,105
 INCOME FROM CONTINUING OPERATIONS......    16,272    11,715     5,929    21,285

DISCONTINUED OPERATIONS -
 Earnings from discontinued 
  operations net of income taxes of
  $2,619, $3,463, $4,285 and $5,397.....     3,673     4,883     6,021     7,609
 Provision for divestiture expenses, 
  net of income taxes of $383...........      (617)               (617)          
                                             3,056     4,883     5,404     7,609
NET INCOME..............................  $ 19,328  $ 16,598  $ 11,333  $ 28,894

PER SHARE OF COMMON AND 
 CLASS A STOCK (NOTE 3):
  Basic:
   Income from continuing operations....  $    .77  $    .56  $    .28  $   1.02
   Income from discontinued operations..       .15       .23       .26       .36
   Net income...........................  $    .92  $    .79  $    .54  $   1.38
  Diluted:
   Income from continuing operations....  $    .76  $    .55  $    .28  $   1.00
   Income from discontinued operations..       .14       .23       .25       .36
   Net income...........................  $    .90  $    .78  $    .53  $   1.36

CASH DIVIDENDS DECLARED PER SHARE:
  Common................................  $   .067  $   .067  $   .133  $   .133
  Class A...............................  $   .083  $   .083  $   .167  $   .167

AVERAGE SHARES OUTSTANDING (000's)......    21,115    20,981    21,069    20,970
AVERAGE SHARES AND DILUTIVE 
 EQUIVALENTS OUTSTANDING (000's)........    21,538    21,232    21,485    21,221

</TABLE>
* Restated for discontinued operations.

                         See accompanying notes.

                                     3

                   PITTWAY CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEET
                    JUNE 30, 1998 AND DECEMBER 31, 1997
                     (Unaudited; Dollars in Thousands)


                                              June 30,     December 31,
                                                1998           1997  *  

ASSETS

CURRENT ASSETS:
  Cash and equivalents...................    $   39,425      $ 40,257
  Marketable securities..................         9,915        16,583
  Accounts and notes receivable, less
    allowance for doubtful accounts of
    $10,423 and $9,691...................       231,220       199,222
  Inventories............................       262,163       240,228
  Future income tax benefits.............        16,638        16,246
  Prepayments, deposits and other........         9,698         8,823
                                                569,059       521,359

PROPERTY, PLANT AND EQUIPMENT, at cost:
  Buildings..............................        38,780        38,250
  Machinery and equipment................       214,383       194,479
                                                253,163       232,729
  Less: Accumulated depreciation.........      (124,207)     (109,118)
                                                128,956       123,611
  Land...................................         2,304         2,307
                                                131,260       125,918

INVESTMENTS:
  Marketable securities..................        44,195        30,015
  Investment in affiliate................        28,343        20,441
  Real estate and other ventures.........        40,911        43,388
  Leveraged leases.......................        17,948        18,559
                                                131,397       112,403

OTHER ASSETS:
  Goodwill, less accumulated
    amortization of $8,326 and $7,293....        64,685        54,964
  Other intangibles, less accumulated
    amortization of $5,620 and $5,489....         3,219         3,207
  Notes receivable.......................        13,680         7,534
  Investment in discontinued operations..        60,699        58,397
  Miscellaneous..........................        26,791        26,912
                                                169,074       151,014
                                             $1,000,790      $910,694


* Restated for discontinued operations.

                         See accompanying notes.

                                     4

                    PITTWAY CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEET
                     JUNE 30, 1998 AND DECEMBER 31, 1997
                      (Unaudited; Dollars in Thousands)
                     

                                                June 30,    December 31,
                                                 1998           1997 *  

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Notes payable...........................   $   68,468      $ 32,336
  Long-term debt due within one year......        5,355         5,730
  Dividends payable.......................           31         1,719
  Accounts payable........................      148,056       151,410
  Accrued expenses........................       45,540        43,166
  Income taxes payable....................        5,530         7,175
  Retirement and deferred
    compensation plans....................       10,549        10,562
                                                283,529       252,098

LONG-TERM DEBT, less current maturities...       99,325        95,215


DEFERRED LIABILITIES:
  Income taxes............................       50,905        62,611
  Litigation..............................       43,000
  Other...................................        8,973        13,636
                                                102,878        76,247

STOCKHOLDERS' EQUITY:
  Preferred stock, none issued............
  Common capital stock, $1 par value-   
    Common stock..........................        3,939         3,939
    Class A stock.........................       17,279        17,052
  Capital in excess of par value..........       36,323        24,523
  Retained earnings.......................      448,489       440,536
  Cumulative marketable securities
    valuation adjustment..................       17,533         8,823
  Cumulative foreign currency translation
    adjustment............................       (8,505)       (7,739)      
                                                515,058       487,134
                                             $1,000,790      $910,694






* Restated for discontinued operations.

                         See accompanying notes.

                                     5

                       PITTWAY CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED STATEMENT OF CASH FLOWS
                  FOR THE SIX MONTHS ENDED JUNE 30 1998 AND 1997
                         (Unaudited; Dollars in Thousands)

                                                        1998        1997 * 
CASH FLOWS FROM CONTINUING OPERATING ACTIVITIES:
  Income from continuing operations................   $  5,312    $ 21,285
  Adjustments to reconcile income from continuing
   operations to net cash provided by continuing 
   operating activities:
    Depreciation and amortization..................     16,876      13,594
    Equity in affiliate's gain on divestiture......     (4,154)          
    Deferred income taxes..........................     (3,749)        (40)
    Retirement and deferred compensation plans.....     (3,274)      2,389
    Income/loss from investments adjusted
     for cash distributions received...............     (1,118)     (1,090)
    Provision for losses on accounts receivable....      1,866       1,849
    Provision for patent litigation................     26,875
    Change in assets and liabilities, excluding 
     effects from acquisitions, dispositions 
     and foreign currency adjustments:
      Increase in accounts and notes receivable....    (24,219)    (20,182)
      Increase in inventories......................    (17,861)    (26,140)
      Increase in prepayments and deposits.........       (515)     (3,319)
      Decrease in accounts payable and accrued
        expenses...................................     (5,419)     (5,300)
      (Decrease) increase in income taxes payable..        (31)        324 
    Other changes, net.............................       (355)        306
  Net cash used by continuing operating activities.     (9,766)    (16,324)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures.............................    (20,116)    (27,230)
  Proceeds from the sale of marketable securities..     11,661      21,453
  Purchases of marketable securities...............     (4,988)    (13,298)
  Disposition of property and equipment............        220         229
  Additions to investments.........................         (8)         (5)
  Increase in notes receivable.....................     (8,291)     (2,460)
  Net assets of businesses acquired, net of cash...    (11,616)    (20,636)
  Net cash used by investing activities............    (33,138)    (41,947)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in notes payable....................     35,521      33,627
  Proceeds of long-term debt.......................      6,447       8,042
  Repayments of long-term debt.....................     (2,799)     (6,062)
  Stock options exercised..........................      4,379         906
  Dividends paid...................................     (5,067)     (3,372)
  Net cash provided by financing activities........     38,481      33,141

EFFECT OF EXCHANGE RATE CHANGES ON CASH............       (108)       (217)

NET CASH PROVIDED BY DISCONTINUED OPERATIONS.......      3,699       8,495 

NET DECREASE IN CASH AND EQUIVALENTS...............       (832)    (16,852)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD........     40,257      32,477
CASH AND EQUIVALENTS AT END OF PERIOD..............   $ 39,425    $ 15,625

* Restated for discontinued operations.

                          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").  Periods prior to 1998 have been restated 
to reflect the discontinuation of certain businesses, as discussed in 
Note 2.  Except where otherwise indicated, the following notes relate 
to continuing operations consisting principally of alarm systems 
businesses.

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, 1997.

NOTE 2 - DISCONTINUED OPERATIONS

In December 1997 the Company announced its intention to distribute its 
investment in Penton Media, Inc. ("Penton"), a wholly-owned subsidiary 
of the Company, to stockholders in a tax-free spin-off.  The Company 
expects to complete the spin-off in August 1998 to stockholders of 
record on July 31, 1998.  The spin-off distribution will consist of one 
share of Penton Media, Inc. common stock for each share of Pittway 
outstanding, without distinction between Pittway's Common and Class A 
shares. A provision was recorded for divestiture expenses totaling $617 
net of taxes ($.03 per diluted share).

At June 30, 1998 and December 31, 1997 the investment in the net assets 
of the discontinued operations consisted of:

                                           June 30,          Dec. 31, 
                                             1998              1997   
     Current assets                        $ 42,278         $ 39,126
     Current liabilities                    (65,207)         (64,346)
     Net current assets                     (22,929)         (25,220)
     Net property, plant and equipment       27,180           27,242
     Other non-current assets                76,970           76,923
     Non-current liabilities                (20,522)         (20,548)
                                           $ 60,699         $ 58,397

                                 7
Net sales of the discontinued operations for the three month periods 
ended June 30, 1998 and 1997 were $59,186 and $54,055, and for the six 
month periods then ended were $111,671 and $102,721, respectively.

NOTE 3. EARNINGS PER SHARE AND STOCK SPLIT 

Basic net income per common 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.

At the May 1998 annual stockholders' meeting, stockholders approved an 
increase in the number of authorized shares to 100,000,000 for Class A 
stock and 120,000,000 for Common stock. On July 22, 1998 the Board of 
Directors declared a 2-for-1 stock split in the form of a 100% stock 
dividend on the Company's Common and Class A Common stock, payable 
September 11, 1998 to stockholders of record September 1, 1998. Had the 
additional shares resulting from the proposed stock split been 
outstanding throughout the three and six month periods ending June 30, 
1998 and 1997, per share earnings would have been as follows:

                                    Three Months       Six Months    
                                    1998     1997     1998     1997  
   PRO FORMA EARNINGS PER SHARE 
     OF COMMON AND CLASS A STOCK:
     Basic:
       Income from continuing
         operations                $   .39  $   .28  $   .14  $   .51
       Income from discontinued 
         operations                    .07      .12      .13      .18
       Net income                  $   .46  $   .40  $   .27  $   .69
     Diluted:
       Income from continuing
         operations                $   .38  $   .28  $   .14  $   .50
       Income from discontinued 
         operations                    .07      .11      .12      .18
       Net income                  $   .45  $   .39  $   .26  $   .68

Financial information contained elsewhere in this report has not been 
adjusted to reflect the impact of the stock split. 

NOTE 4.  CHANGE IN ACCOUNTING POLICY

Effective January 1, 1998, the Company adopted the provisions of 
Statement of Financial Accounting Standards No. (SFAS) 130 "Reporting 
Comprehensive Income."  The statement requires the addition of 
comprehensive income and its components in the Company's annual 
financial statements.  Other comprehensive income (loss) includes 
cumulative foreign currency translation adjustments and unrealized


                                8
investment gains and losses, which are not included in income under 
current accounting principles.  Total comprehensive income (loss) for 
the three and six month periods ended June 30 was:

                                    Three Months       Six Months    
                                    1998     1997     1998     1997  
     Net income                   $19,328  $16,598  $11,333  $28,894
     Other comprehensive income     6,050   (6,241)   7,944   (8,541)
     Total comprehensive income   $25,378  $10,357  $19,277  $20,353

NOTE 5.  ACQUISITIONS

In the first six months of 1998, the Company acquired the assets and 
business of a domestic distributor of alarms and other security 
equipment and three foreign alarm businesses for stock and cash totaling 
$15,716. During the same period in 1997, the Company acquired the 
assets and businesses of a domestic manufacturer and distributor of 
fire controls and a foreign distributor of alarms and other security 
equipment for $20,636 cash and $1,000 in deferred payments through 
2003. All of these 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.

NOTE 6.  INVENTORIES 

The recorded value of inventories at June 30, 1998 and December 31, 
1997 approximate current cost and consist of the following:

                                                  1998        1997   
     Raw materials                              $ 61,677    $ 58,323
     Work in process                              16,744      16,501
     Finished goods -
       Manufactured by the Company                93,767      89,776
       Manufactured by others                     89,975      75,628
                                                $262,163    $240,228

NOTE 7.  MARKETABLE SECURITIES

Information about the Company's marketable securities at June 30, 1998 
and December 31, 1997 is as follows:

                                                  1998        1997   
  Current - Adjustable Rate Preferred Stocks -
     Aggregate cost                             $ 10,001    $ 16,558
     Net unrealized holding (loss) gain              (86)         25
     Aggregate fair value                       $  9,915    $ 16,583

  Non-Current - USSB Common Stock -
     Aggregate cost                             $ 15,789    $ 15,789
     Unrealized holding gain                      28,406      14,226
     Aggregate fair value                       $ 44,195    $ 30,015

                               9
Realized gains and losses are based upon the specific identification 
method.  Such gains and losses on the adjustable rate preferred stock, 
for the six months ended June 30, 1998 and 1997 were not significant.

NOTE 8.  INVESTMENT IN AFFILIATE

The investment in affiliate consists of the Company's interest in 
Cylink Corporation (Cylink), which is carried at equity.  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 $.20 per diluted share, to 
reflect its equity in the gain on this divestiture.  At June 30, 1998, 
the Company's 8.6 million shares of Cylink stock had a quoted market 
value of $103,273.

The summarized results of operations of Cylink for the three and six 
month periods ended June 30 were:

                                    Three Months       Six Months    
                                    1998     1997     1998     1997  
     Revenue                      $18,035  $11,584  $33,864  $20,936
     Gross profit                  13,563    8,199   25,781   14,741
     Income from continuing
       operations                   1,732      260    2,814      175
     Net income                     1,732    1,223   25,438    2,330

NOTE 9.  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 
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.  On April 13, 1998, plaintiffs moved 
for reconsideration of the trial court's April 1, 1998 order which 
motion was denied on July 30, 1998.  Retrial is expected to begin in 
late 1998 or early 1999.  The Company believes that the ultimate 
outcome of the aforementioned lawsuit will not have a material adverse 
effect on its financial statements.  

                                 10
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 alleges 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, which was entered by 
the Court in April 1998, awarding damages of $35,954.  The jury found 
that the Company did not willfully infringe. The company has recorded a 
provision of $43,000 in the first quarter of 1998 which considers the 
judgment and interest. The company has appealed the verdict. 

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.


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

RESULTS OF CONTINUING OPERATIONS

Continuing operations primarily represent the Company's alarm 
manufacturing and distribution operations.  For the second quarter and 
first six months of 1998, sales increased 14% to $325.5 million and 17% 
to $629.7 million over the respective periods in 1997. Domestic and 
international sales grew 14% and 15%, respectively, for the quarter and 17% and
18%, respectively, for the first six months over the same periods last year.  
International business represents 17% of total revenues from continuing 
operations in 1998 and 1997.  Gross profit increased at about the same 
rate as sales. Selling, general and administrative expenses increased 
11% in the second quarter and 16% in the first half of 1998 primarily as 
a result of increased costs associated with the higher sales volume.  
Operating income increased 17% for the quarter to $23.4 million and 24% 
year to date to $44.7 million, excluding a charge of $43.0 million 
related to a patent lawsuit.

Sales and operating income gains were achieved in spite of ongoing 
economic problems in international markets and strong currencies in the 
U.S. and the U.K. which have hurt exports from these countries 
throughout the year.  Domestically, the company's manufacturing 
operations increased revenues by winning additional national account 
business, through new product introductions and expanded market share.  
Improved operating efficiencies also had a positive impact on operating 
income.  The company's domestic distribution operations achieved double

                                11
digit revenue growth despite margin pressure related to ongoing 
consolidation in the alarm installation market.  Part of the increase 
also resulted from an acquisition in April 1998.  International revenues 
were enhanced through three acquisitions in the second quarter of 1998 
and two acquisitions late in 1997.

Depreciation and amortization expense increased 23% in the second 
quarter and 24% for the first six months, mainly as a result of capital 
additions in the manufacturing operations.

Other income (expense) was very favorable in 1998 compared to 1997 due 
to increased cash distributions from real estate ventures, a gain on the 
sale of an investment in the second quarter of 1998 and a $6.4 million 
gain recorded in the first quarter on the Company's share in a gain 
recorded by Cylink Corporation (a 29% owned affiliate) on the 
divestiture of its wireless division.  Slightly offsetting the increased 
gains in 1998 were increased interest expense on higher borrowing 
levels, primarily for the first quarter of 1998 over 1997. 

Effective tax rates were 37.6% and 35.8% for the second quarter and 
first six months of 1998 and 35.9% and 36.3% for the second quarter and 
first six months of 1997.

DISCONTINUED OPERATIONS

Publishing sales for the quarter and year-to-date grew to $59.2 million 
and $111.7 million each representing a 9% increase over the same periods 
in 1997.  The increase is attributable to increased advertising 
revenues, which include the results of a directory published every other 
year and two newly launched publications, the inclusion of trade shows 
acquired in December 1997, and increased revenues from external printing 
customers. Operating income decreased 19% to $6.9 million for the second 
quarter and 14% to $11.6 million for the first six months of 1998.  The 
decreased earnings reflect period costs related to trade shows acquired 
in December 1997, interest and amortization expenses related to these 
acquired trade shows and higher charges related to Pittway stock 
appreciation rights held by Penton employees. The spin-off of the 
publishing segment is expected to be completed in August 1998.

FINANCIAL CONDITION

The Company's financial condition remained strong during the first six 
months of 1998.  As of June 30, 1998 cash and equivalents totaled $39.4 
million, down slightly from December 31, 1997 balances of $40.3 million. 
Net working capital was $285.5 at June 30, 1998 up from $269.3 million 
at December 31, 1997.  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.



                                 12
In the first six months of 1998, continuing operations used a net cash 
amount of $9.8 million, generated from net income from continuing 
operations excluding depreciation, amortization, the net gain from the 
Cylink divestiture, the provision for patent litigation and other non-cash
items. The cash was used to fund a $17.9 million increase in inventory, a $24.2
million increase in receivables and a $5.4 million reduction in accounts 
payable and accrued liabilities. Short-term borrowings of $35.5 million, 
net proceeds from the issuance of long term debt of $3.6 million, $6.7 
million of net proceeds from the sale of marketable securities and $4.4 
million received on the exercise of stock options, along with $4.4 
million of cash and $.3 million from other sources were used to finance 
the $9.8 million of net cash used in operations, four acquisitions 
completed in the period totaling $11.6 million (in addition to $5.1 
million of Pittway Class A Stock), $20.1 million of capital 
expenditures, an $8.3 million increase in notes receivable, and $5.1 
million of dividends.  

Discontinued operations provided $3.7 million of funds in the period.

The Company continually investigates investment opportunities for growth 
in related areas and is presently committed to invest up to $29.5 
million in certain affordable housing ventures through 2005.

The Company has real estate investments in various limited partnerships 
with interests in commercial rental properties carried at a zero basis 
which are being offered for sale.  Cash distributions received from 
these ventures are recorded as other income.  The company has 
approximately $3.8 million accrued at June 30, 1998 to cover the 
deferred income tax liability that would be due if all the properties 
were sold.

The Company presently 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.

ACCOUNTING CHANGES

In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments 
of an Enterprise and Related Information". The statement requires the 
Company to report financial and descriptive information about its 
reportable segments, determined using the management approach (i.e., 
internal management reporting).  The statement is effective for fiscal 
years beginning after December 15, 1997.  The Company will disclose 
segment information as determined under methods prescribed by SFAS No. 
131 in its 1998 annual report.








                                 13
                                ****

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, 1997.  These include risks and 
uncertainties relating to the potential spin-off of the Company's 
publishing business, 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. 
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

                                14
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 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.  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.  On April 13, 1998, plaintiffs moved for 
reconsideration of the trial court's April 1, 1998 order which motion 
was denied on July 30, 1998.  Retrial is expected to begin in late 1998 
or early 1999.

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.

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

Patent Infringement Claim

On August 16, 1995, Interactive Technologies, Inc. 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 
                                 15
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 14, 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. 
The ultimate outcome of this matter is uncertain but will result in 
significant damages should the Company lose the appeal.

Other

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.



















                                16
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The annual meeting of stockholders was held on May 7, 1998 and the 
following actions were taken:

(a) Management's slate of nominees for directors was unopposed and 
elected in its entirety.  The results of the voting were as follows:

         Director           For       Withheld    Broker Non-Votes
     Common Stock-
       S. Barrows *      2,749,730      4,282           900
       F. Conforti       2,750,280      4,632             0
       L. Guthart        2,750,687      4,225             0
       I. Harris         2,746,369      7,643           900
       K. Harris         2,750,615      4,297             0
       N. Harris         2,746,369      7,643           900
       W. Harris         2,750,515      4,297           100
       J. Kahn. Jr.      2,750,630      4,182           100
       J. McCarter       2,747,803      7,009           100

     Class A Stock-
       E. Barnett       13,162,715    226,643             0
       E. Coolidge III  13,166,600    222,758             0
       A. Downs         13,163,296    226,062             0

     * Mr. Barrows died on July 12, 1998 leaving a vacancy on the 
       Board.

(b)  The resolution to amend the Company's Restated Certificate of 
Incorporation to increase the number of authorized shares was approved. 
The results of the voting were as follows:

          For       Against    Abstentions    Broker Non-Votes
       2,676,135    488,572       8,336               100

(c)  The resolution to amend the Company's 1990 Stock Awards Plan was 
approved. The results of the voting were as follows:

          For       Against    Abstentions    Broker Non-Votes
       3,091,194    499,220      16,922           330,362

(d)  The 1998 Director Stock Option Plan was approved. The results of 
the voting were as follows:

          For       Against    Abstentions    Broker Non-Votes
       3,164,827    428,373      14,136           330,362







                                17
(e)  The potential financial performance criteria established by the 
Compensation Committee for certain annual bonuses for three of the 
Company's executive officers was approved. The results of the voting 
were as follows:

          For       Against    Abstentions    Broker Non-Votes
       3,903,007     65,115      13,509            11,312


ITEM 5.  OTHER INFORMATION

Pursuant to an amendment to Securities Exchange Act Rule 14a-4(c)(1) 
which became effective June 29, 1998, the persons acting under proxies 
solicited by the Company's Board of Directors in connection with the 
Company's 1999 annual meeting of stockholders will have discretionary 
authority to vote the shares represented thereby on any matter properly 
presented by a stockholder at such meeting that is not specifically set 
forth in the notice of such meeting if the Company does not have notice 
of such matter on or before February 15, 1999 (unless the date of the 
1999 annual meeting is changed by more than 30 days from May 7, 1999 in 
which event such persons will have such discretionary authority if the 
Company does not have notice of such matter a reasonable time before 
the Company mails its proxy materials for such meeting).


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits.

     Number  Description                                     

       2     Combination Agreement, dated May 21, 1998, by and
             among Penton Media, Inc., DM Acquisition Corp., 
             Pittway Corporation, Donohue Meehan Publishing 
             Company, William C. Donohue, and John J. Meehan 
             (incorporated by reference to Exhibit 2.1 of the 
             Penton Media, Inc. S-1 Registration Statement 
             Number 333-56877 filed with the commission on 
             June 15, 1998).

       3.1   Restated Certificate of Incorporation of
             Registrant

       3.2   Certificate of Amendment of the Restated Certificate
             of Incorporation of Registrant dated June 23, 1987

       3.3   Certificate of Amendment of Restated Certificate of
             Incorporation of Registrant dated December 28, 1989

       3.4   Certificate of Amendment to Restated Certificate of
             Incorporation of Registrant dated May 9, 1996


                               18
     Exhibits. (continued)

     Number  Description                                     

       3.5   Certificate of Amendment to Restated Certificate of
             Incorporation of Registrant dated May 7, 1998

       27.1  Financial Data Schedule for the quarter ended 
             June 30, 1998 (submitted only in electronic
             format).

       27.2  Restated Financial Data Schedule for the quarter
             ended March 31, 1998 (submitted only in 
             electronic format).

       27.3  Restated Financial Data Schedule for the year     
             ended December 31, 1996 and 1997 and the first
             three quarters of 1997 (submitted only in
             electronic format).

(b)  No reports on Form 8-K have been filed during the quarter
     for which this report is 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: August 4, 1998



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