Mail Stop 3561

								January 24, 2006

Mr. Robert D. Welding
President and Chief Executive Officer
Federal Signal Corporation
1415 West 22nd Street
Oak Brook, Illinois 60523

RE:	Federal Signal Corporation (the "Company")
	Form 10-K for the Year Ended December 31, 2004
	File No. 001-06003

Dear Mr. Welding:

      We have reviewed your response letter dated January 6, 2006
and
have the following comments.  Where indicated, we think you should
revise your documents in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2004

Statement of Operations, page 25

1. We have reviewed your response to our prior comment number 6,
but
we do not agree that the settlement payments relating to the
cancellation of your dealer and distributor relationships should
be
recorded as other expense.  As your settlement charges relate to
activities for which revenues and expenses have historically been
included in operating income, we believe that the settlement
charges
should be recorded as operating expenses.  Please reclassify your
settlement charges in future filings, accordingly.
Notes to Consolidated Financial Statements

Note R - Goodwill and Other Intangible Assets, page 53

2. We have reviewed your response to our prior comment number 8.
Per
your response, it appears that you have identified your refuse
business as a separate component of your Environmental Products
Group; however, you believe that all four components of your
Environmental Products Group qualify for aggregation into a single
reporting unit when evaluating goodwill for impairment.  Although
paragraph 30 of SFAS No. 142 allows for the aggregation of two or
more components if the components have similar economic
characteristics, the guidance for determining similar economic
characteristics, as provided in paragraph 17 of SFAS No. 131,
indicates that similar long-term average gross margins would be
expected in cases where economic characteristics are similar.  We
believe that the losses experienced by your refuse business and
your
attempt to specifically restructure your refuse operations to make
that business profitable may provide evidence that the economic
characteristics of the refuse business are not similar to the
economic characteristics of the other profitable components of
your
Environmental Products Group.  Furthermore, you have indicated in
your response that the gross margins achieved by your refuse
business
declined in fiscal year 2004 and are no longer expected to recover
to
prior levels.  Since additional experience in 2005 leads you to
believe that margins are not expected to recover, we believe you
should re-evaluate the continued appropriateness in 2005 of
aggregating the refuse business in the Environmental Products
Group
for purposes of assessing its goodwill for impairment.

Other

3. Please resubmit your January 6, 2006 letter to us
electronically
through Edgar with the written statement requested on page 6 of
our
December 12, 2005 letter and with the signed and printed name and
title of the signor.

      As appropriate, please revise your future filings and
respond
to these comments within 10 business days or tell us when you will
provide us with a response.  Please understand that we may have
additional comments after reviewing your responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Jeffrey Sears at (202) 551-3302 or Lyn Shenk
at
(202) 551-3380 if you have questions regarding our comments on the
financial statements and related matters.  For all other
questions,
please contact the undersigned at (202) 551-3813.

      Sincerely,


      					Linda Cvrkel
								Branch Chief

Via facsimile:	Ms. Stephanie K. Kushner
		(630) 954-2138

Mr. Robert D. Welding
Federal Signal Corporation
January 24, 2006
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