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 28, 2003,  included in
the Federal Signal  Corporation Annual Report to Shareholders for the year ended
December 31, 2002.

Our audits also  included the  financial  statement  schedule of Federal  Signal
Corporation  listed in Item 15(a)2.  This schedule is the  responsibility of the
Company'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,  33-14251,
33-89509 and 333-81798) pertaining to the Stock Option Plan and Employee Savings
and Investment Plans of Federal Signal  Corporation and to the  incorporation by
reference in the Registration Statements (Form S-3 Nos. 333-71886, 333-76372 and
333-98993) of Federal Signal Corporation and in the related  Prospectuses of our
report  dated  January 28,  2003,  with  respect to the  consolidated  financial
statements of Federal  Signal  Corporation  incorporated  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 26, 2003