Exhibit 99


                  [General Signal Letterhead]


                                               February 1, 1996


          GENERAL SIGNAL ADOPTS SHAREHOLDER RIGHTS PLAN


          STAMFORD, CT, February 1 -- General Signal Corpora-
tion announced today that its board of directors unanimously
adopted a Shareholder Rights Plan to replace its expiring
rights plan.  Under the plan, Rights to purchase shares of Com-
mon Stock will be distributed as a dividend at the rate of one
Right for each share of Common Stock held of record as of the
close of business on March 21, 1996.

          The Rights are not being distributed in response to
any effort to acquire control of General Signal, and the board
is not aware of any such effort.

          Each Right will entitle stockholders of General Sig-
nal to buy one share of Common Stock at an exercise price of
$150.  The Rights would be exercisable, and would detach from
the shares of Common Stock, only if a person or group were to
acquire 20 percent or more of General Signal's outstanding Com-
mon Stock, or were to announce a tender or exchange offer that,
if consummated, would result in a person or group beneficially
owning 20 percent or more of General Signal's Common Stock.

          Upon a person or group without prior approval of the
board acquiring 20 percent or more of General Signal's Common
Stock, each right would entitle the holder (other than such an
acquiring person or group) to purchase shares of General Signal
Common Stock (or, in certain circumstances, common stock of the
acquiring person) with a value of twice the Right's exercise
price upon payment of the Right's exercise price.

          General Signal will be entitled to redeem the Rights
a $.01 per right at any time until the close of business on the
tenth day after the Rights become exercisable.  The Rights will
expire at the close of business on March 21, 2006.

          Details of the Rights Plan are outlined in materials
that will be mailed to all shareholders.



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General Signal Corporation, with 1995 sales of $1.86 billion,
is a leading equipment manufacturer for the process control,
electrical, and industrial technology industries.