EXHIBIT 10.18

January 28, 1997



Mr. Raymond L. Arthur
31 Iowa Road
Wayne, NJ  07470

Dear Mr. Arthur:

I am pleased to confirm our offer of Vice President and Controller at an annual
rate of $160,000, paid bi-weekly.

You will participate in General Signal's Incentive Compensation Plan beginning
in calendar year 1997.  In this Plan, you will be eligible for a Target Award of
40% of base salary (with a cap of 200% of target).  Actual rewards will be
payable in 1998 depending on performance and as administered by the Personnel
and Compensation Committee of the Board of Directors.

You will be granted a one time payment of $40,000 shortly after you begin
employment.

Subject to Board approval, you will be eligible to receive an annual non-
qualified option grant which currently would be in the area of 10,000 shares
for your position.

Also subject to Board approval, you will be granted 4,000 shares of restricted
stock.  This stock will vest at the rate of 50% at the end of 3 years, and 100%
at the end of  5 years.  However, you will be entitled to receive dividends on
the stock during the restricted period.

You are eligible for the following relocation benefits:

 . Two househunting trips with your family

 . Packing, shipping and unloading of your household goods

 . Up to sixty days temporary housing

 . Closing costs associated with the purchase of your new home

 . Prudential Relocation Smart Start/Market Value Driven Services to facilitate
  the sale of your current home.

 
You will be eligible for four weeks vacation and a company car.  Financial
Planning assistance reimbursement will be made up to $8,000 in your first year
of employment and up to $6,000 thereafter.

You will be a participant in the GS Salaried Pension Plan,  any benefits
exceeding the government imposed limits will be paid from the GS Benefits
Equalization Program on a non-qualified basis.  You will be vested in this
benefit when you complete five years of service.

You will be eligible for the Officers and Presidents Deferred Compensation
Program that supplements your savings plan (SSOP) with investment opportunities
that partially affect many of the restrictions imposed on qualified plans by
government regulations.

You will be eligible for 80% of a health club membership up to $1,000 per year;
80% of club initiation fees up to $1,000; and 100% of a trainers fees for up to
3 months.

In support of a Drugfree Workplace, this offer is contingent on the successful
completion of a substance abuse screen.  Please call Julia Sweitzer at (203)
329-4201 to schedule this test.

General Signal does not offer, nor ask for, employment commitments for a set
period of time.  This offer of employment is not considered a contract.
Assuming that the foregoing is acceptable to you, please sign and return the
attached copy of this letter by February 7, 1997.

We look forward to your joining General Signal.  If you have any questions
regarding this offer, please do not hesitate to call.

Sincerely,

/s/ Anita L. Wheeler
- - -----------------------------
    Anita L. Wheeler

ALW:cm
Attachment

cc:  Terence D. Martin


Accepted by: /s/ Raymond L. Arthur          Date: 2/11/97
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                 Raymond L. Arthur