Exhibit 23(2)



                         CONSENT OF INDEPENDENT AUDITORS


     We consent to the incorporation by reference in the Registration Statement
on Form S-8 File No. 333-_____ and the related Prospectus of Federal Signal
Corporation of our reports dated January 25, 2001 with respect to the
consolidated financial statements of Federal Signal Corporation and subsidiaries
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 2000 and the related schedule included therein, filed with the
Securities and Exchange Commission.



                                        /s/ Ernst & Young LLP


Chicago, Illinois
January 29, 2002