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                             EXHIBIT  5.1
April 17, 1997

General Signal Corporation
High Ridge Park
Stamford, Connecticut 06904

Re:       General Signal Corporation
          Registration Statement on Form S-8

Gentlemen:

     We have acted as counsel to General Signal Corporation (the 
"Company")in connection with the registration by the Company 
under the Securities Act of 1933, as amended, on Form S-8 of 
shares of common stock of the Company, par value $1.00 per share 
("Common Stock"), reserved for acquisition by non-employee 
directors of the Company pursuant to the General Signal 
Corporation 1997 Non-Employee Directors Stock Option Plan (the 
Plan). We advise you that in our opinion: 

(1) The issuance of the shares of Common Stock which have been 
reserved for issuance to non-employee directors of the Company 
upon the exercise of options issued pursuant to the Plan has been 
duly authorized and, when issued in accordance with the terms of 
the Plan, and assuming that the consideration for the issuance of 
such shares is in each case not less than the par value of such 
shares, such shares will be validly issued, fully paid and non-
assessable, and no personal liability will attach to any holder 
of such shares under the laws of the State of New York, except to 
the extent that under Section 630 of the Business Corporation Law
of the State of New York, the ten largest shareholders of the 
Company, under certain conditions not presently existing, may be 
held liable for certain debts of the Company to its employees.  

(2)  The Common Stock Purchase Rights of the Company issuable in 
connection with the issuance of Common Stock pursuant to the Plan 
has been duly authorized and when delivered, such Common Stock 
Purchase Rights will be validly issued. 
 
We hereby consent to the filing of this opinion as an exhibit to 
the Registration Statement and to the reference to our firm under 
the caption entitled "Legal Opinion" in the Registration 
Statement.

Very truly yours,

/s/ Cahill Gordon & Reindel