EXHIBIT 24.2

	GENERAL SIGNAL CORPORATION
	POWER OF ATTORNEY

	The undersigned hereby appoints JOANNE L. BOBER,  MICHAEL D. 
LOCKHART, AND TERENCE D. MARTIN, and each of them severally, the 
true and lawful attorneys or attorney of the undersigned with 
power to act with or without the other and with full power of 
substitution and resubstitution, to execute in his or her name, 
place and stead in his or her capacity as an officer or director 
or both of General Signal Corporation, a New York Corporation 
(the "Corporation") one or more Registration Statements or Post-
Effective Amendments to be filed with the Securities and Exchange 
Commission on Form S-8 covering shares of Common Stock of the 
Corporation to be issued pursuant to any employee benefit plan of 
the Corporation or its subsidiaries of the Corporation, and any 
amendment or Post-Effective Amendment to any such Registration 
Statement or Registration Statement that is presently effective, 
and all instruments necessary or incidental in connection 
therewith, and to file or cause to be filed any such Registration 
Statement, amendments, and Post-Effective Amendments thereto and 
other instruments with the Securities and Exchange Commission.  
Each of said attorneys shall have full power and authority to do 
and perform in the name and on behalf of the undersigned, every 
act whatsoever necessary or desirable to be done in the premises, 
as fully and to all intents and purposes as the undersigned could 
do in person.  The undersigned hereby ratifies and approves the 
actions of said attorneys and each of them.

	IN WITNESS WHEREOF, the undersigned has executed this Power 
of Attorney on the 28th day of  April, 1997. 


S/Elizabeth D. Conklyn
S/Thomas A. Cunnane
S/Lewis Nerish
S/David J. Newman