EXHIBIT 1

                    [LETTERHEAD OF ANSALDO TRASPORTI S.p.A.]



                                                                 24 January 2000


Ansaldo Signal N.V.
Schiphol Boulevard 267
1118 BH Schiphol
The Netherlands
Attn:    James N. Sanders
         Managing Director

Gentlemen:

This is to inform you that Ansaldo Trasporti S.p.A. proposes to purchase all of
the common shares of Ansaldo Signal N.V. which it does not currently own
(approximately 3,737,500 shares) (the "Shares") at a price of US$3.80 per share
payable in cash. In view of the fact that the Shares represent a minority
interest in Ansaldo Signal, our offer would take the form of a tender offer.

Our tender offer would be conditioned upon a number of items, including, but not
necessarily limited to the following:

         (i)      there shall have occurred no material adverse change in the
                  condition, business, results of operations or prospects of
                  Ansaldo Signal;

         (ii)     an affirmative recommendation of an offer to the public
                  shareholders of Ansaldo Signal by the Managing Board, the
                  Supervisory Board and any committee of independent members of
                  the Supervisory Board which Ansaldo Signal might choose to
                  appoint;

         (iii)    no governmental or judicial action shall have been taken which
                  materially adversely affects the consummation of an offer;

         (iv)     any material consents or authorizations, permits, orders or
                  approvals of any governmental body required for the
                  consummation of an offer shall have been obtained and any
                  filings or registrations required to be made with any
                  governmental body shall have been made by the closing of our
                  offer;


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         (v)      there shall not have occurred (1) any general suspension for
                  at least three business days of trading in securities quoted
                  on the NASDAQ National Market, (2) the declaration of a
                  banking moratorium or any suspension of payments in respect of
                  banks in the United States, The Netherlands, or Italy (whether
                  or not mandatory), (3) the commencement or material escalation
                  of a war or armed hostilities having had or being reasonably
                  likely to have a material adverse effect on the condition,
                  business, assets, liabilities or results of operations of
                  Ansaldo Signal taken as a whole, or (4) any limitation or
                  proposed limitation (whether or not mandatory) by any
                  governmental body, or any other event, that materially
                  adversely affects generally the extension of credit by banks
                  or other financial institutions in Italy.

Note that financing would not be a condition of our offer.

We are prepared to move quickly and would be happy to discuss any questions you
or the members of your Supervisory Board may have regarding our offer.

Very truly yours,

/s/ Luciano Cravarolo

Luciano Cravarolo
President


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