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 24, 1997,  included in
the  Federal  Signal  Corporation  Proxy  Statement  for the  Annual  Meeting of
Shareholders to be held April 16, 1997.

Our audits also  included the  financial  statement  schedule of Federal  Signal
Corporation  listed in Item 14(a)2.  This schedule is the  responsibility of the
Corporation's  management.  Our responsibility is to express an opinion based on
our audits. In our opinion,  the financial statement schedule referred to above,
when considered in relation to the basic consolidated financial statements taken
as a whole,  presents 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, 33-49476 and 33-14251)
pertaining to the Stock Option Plan and Employee Savings and Investment Plans of
our report dated January 24, 1997,  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 schedule included in
this Annual Report (Form 10-K) of Federal Signal Corporation.




                                      Ernst & Young LLP



Chicago, Illinois
March 21, 1997