EXHIBIT 23



                           CONSENT OF INDEPENDENT AUDITORS


     We consent to  the incorporation by reference  in this Annual Report  (Form
     10-K)  of Federal Signal Corporation of  our report dated January 25, 1994,
     except for Note K as to which the date is February 3, 1994, included in the
     1993 Annual Report to Shareholders of Federal Signal Corporation.

     Our audits  also  included the  financial  statement schedules  of  Federal
     Signal  Corporation listed  in  item  14(a)2.    These  schedules  are  the
     responsibility of the  Corporation's management.  Our  responsibility is to
     express an  opinion based on  our audits.   In our  opinion, the  financial
     statement schedules referred to  above, when considered in relation  to the
     basic consolidated financial statements taken as a whole, present fairly in
     all material respects the information set forth therein.

     We  also  consent to  the incorporation  by  reference in  the Registration
     Statements  (Form S-8 Nos.  33-12876, 33-22311, 33-38494,  33-41721 and 33-
     49476)  pertaining  to  the Stock  Option  Plan  and  Employee Savings  and
     Investment Plans of our report dated January 25, 1994, except for Note K as
     to  which the date  is February 3,  1994, with respect  to the consolidated
     financial  statements  incorporated herein  by  reference,  and our  report
     included in the preceding paragraph with respect to the financial statement
     schedules  included in  this Annual  Report (Form  10-K) of  Federal Signal
     Corporation.



                                                  Ernst & Young


     Chicago, Illinois
     March 25, 1994