SecProbe.io

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Mail Stop 3561

								December 12, 2005

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
	Amendment No. 1 on Form 10-K/A for the Year Ended December
31,
2004
      Form 10-Q for the Quarterly Period Ended July 2, 2005
      Form 10-Q for the Quarterly Period Ended October 1, 2005
	File No. 001-06003

Dear Mr. Welding:

      We have reviewed your filings that are referenced above.  We
have limited our review to your financial statements and related
disclosures, and we 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 Year Ended December 31, 2004

Item 6. Selected Financial Data, page 7

1. Please briefly describe or cross-reference to a discussion of
factors that materially affect the comparability of the
information
reflected in your table of selected financial data.  For example,
you
should describe or cross-reference to a discussion of (i) the
restructuring charges incurred in the fiscal years ended December
31,
2003 and 2004, (ii) the $10.6 million charge recorded against a
large
multi-unit, multi-year Netherlands fire rescue equipment contract
in
2004, (iii) the acquisitions of the Leach and Wittke refuse
business
in 2002, and (iv) any other items that materially affect the
comparability of the information contained in your table.  Please
refer to the requirements of paragraph 2 of the Instructions to
Item
301 of Regulation S-K.

2. In addition, please provide similar disclosures with regard to
the
selected quarterly data presented in Note T to your financial
statements.  Please refer to the requirements of paragraph (a)(3)
of
Item 302 of Regulation S-K.

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Results of Operations, page 9

3. Please consider using tables to quantify and summarize various
material factors resulting in changes in your results of
operations.
Tables, followed by narrative analysis, may improve the ease of
use
and clarity of your discussion of results of operations.

Contractual Obligations and Commercial Commitments, page 16

4. The contractual obligations table appears to exclude your
short-
term borrowings, which totaled $52.4 million.  Please revise your
table to reflect these contractual obligations.

Item 8. Financial Statements and Supplementary Data

Balance Sheet, page 24

5. We note that the other current liability balances reported in
your
balance sheet represent approximately 33% and 25% of your total
current liability balances reported at December 31, 2004 and
December
31, 2003, respectively.  Please tell us whether the reported other
current liabilities balances include any individual items that
exceed
5% of the total current liabilities balance. If so, please state
those
individual items separately in accordance with paragraph 20 of
Rule 5-
02 of Regulation S-X.

Statement of Operations, page 25

6. We note that you have recorded $1.0 million as "Other expense,
net"
in your consolidated statement of operations for the period ended
December 31, 2004, which relates to the settlements of three
different
dealer and distributor relationships.  Please tell us the nature
of
these settlements, and why you believe that the associated charges
should be recorded as other expense, rather than reflected in
operating income.

Notes to Consolidated Financial Statements

Note P - Net Income Per Share, page 51

7. You indicate in Note P to your financial statements that as of
December 31, 2004, 0.1 million employee stock options were
considered
potentially dilutive shares.  However, we note there were 2.6
million
options outstanding at December 31, 2004.  Paragraph 40(c) of SFAS
No.
128 requires that you disclose all securities that could
potentially
dilute basic EPS in the future, but were not included in the
computation of dilutive EPS because to do so would have been anti-
dilutive for the periods presented.  Please revise your footnote
in
future filings to disclose all potentially dilutive securities,
whether in-the-money or out-of-the money, that were excluded from
your
computation of dilutive EPS for each period presented.

Note R - Goodwill and Other Intangible Assets, page 53

8. We note the following per the MD&A disclosures provided in your
Form 10-K for the fiscal year ended December 31, 2004, per the
MD&A
disclosures provided in your subsequent quarterly reports on Form
10-
Q, and per your report on Form 8-K filed November 1, 2005:
* The weaker financial results experienced by your environmental
products segment for the fiscal year ended December 31, 2004 were
mainly due to losses reported by your refuse truck body business.
* Your refuse truck body business has continued to experience
losses
in quarters subsequent to the fiscal year ended December 31, 2004,
despite the overall improvement in the performance of your
environmental products segment.
* Breakeven earnings for your refuse truck body business are
unlikely
prior to mid-2006.
We note further per the "Goodwill and Other Intangible Assets"
footnote to your financial statements that $141 million of your
total
goodwill balance has been allocated to the environmental products
segment.  Per the disclosures in Note K to your financial
statements,
it appears that approximately $85 million of the goodwill balance
allocated to the environmental products segment resulted from the
Leach and Wittke refuse business acquisitions occurring in the
fiscal
year ended December 31, 2002.  Please tell us whether your
reporting
units for testing goodwill for impairment differ from your
operating
segments. To the extent you consider your refuse truck body
business
to be a reporting unit, please tell us how you have determined
that
the goodwill balance was not impaired as of December 31, 2004 and
has
not become impaired through the period ended   October 1, 2005.
In
your response, please specifically tell us the amount of the
losses
incurred by your refuse truck body business for the twelve month
period ended December 31, 2004 and nine month period ended October
1,
2005, the assumptions you have made regarding your company`s
ability
to generate positive future income and positive future cash flows
from
your refuse truck body business, and why you believe your
assumptions
are reasonable.  We may have further comment upon receipt of your
response.

Schedule II

Valuation and Qualifying Accounts, page 60

9. We note that you record provisions for estimated warranty
claims at
the time of a sale.  We also note that your company is self-
insured
for a portion of its product liability and workers` compensation
liability, and that the increase to your 2004 corporate expenses
was
partially driven by increased product liability reserves.  As your
warranty reserves, worker`s compensation reserves, and product
liability reserves are all considered to be critical accounting
estimates, please revise your Schedule II in future filings to
include
an analysis of the changes to your warranty provisions, product
liability reserves, and workers` compensation reserves.

Amendment No. 1 on Form 10-K/A of the Year Ended December 31, 2004

Item 8. Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

Note F - Income Taxes, page 34

10. We note that the deferred income tax benefit that you have
recognized in fiscal year 2004 does not agree to the change in
your
"Net deferred tax liability" balance.  Please tell us why these
amounts do not agree.

Form 10-Q for the Quarterly Period Ended July 2, 2005

Certifications adopted pursuant to Section 906 of the Sarbanes-
Oxley
Act

11. We note that your certifications pursuant to Section 906 of
the
Sarbanes-Oxley Act refer to the Form 10-Q for the period ended
June
30, 2005.  However, we note that your second quarter ended on July
2,
2005, as your quarterly periods are no longer based directly upon
calendar year quarters.  In your future filings, please ensure
that
your certifications refer to the date on which the respective
quarter
ended.

Form 10-Q for the Quarterly Period Ended October 1, 2005

Item 1. Financial Statements

Notes to Condensed Consolidated Financial Statements

3. Inventories, page 10

12. We note that in the third quarter of fiscal year 2005, you
recorded a $3.4 million charge, which included the inventory write
downs following a complete physical count and re-evaluation of
excess
and obsolete material inventories triggered by the product line
and
facility rationalization underway.  Although you have discussed
the
changes to your company`s inventory excess and obsolescence
reserve
balance resulting from your restructuring activities, you have not
discussed your general policy with regard to the evaluation of
excess
and obsolescent inventory.  Due to the significance of your
company`s
inventory balance relative to the current asset balance, please
expand
upon the disclosures in the "Critical Accounting Policies" section
of
your MD&A to discuss (i) how you arrive at your estimate of excess
and
obsolescent inventory, (ii) the historical accuracy of your
estimates
and the assumptions used to arrive at your estimates, (iii)
whether it
is reasonably likely that your estimates and assumptions will
change
in the future and (iv) why your estimates and assumptions bear
risk to
change.  Please refer to the guidance provided in our
interpretative
release regarding MD&A (FR-72).

13. In addition, please include an analysis of the changes to your
inventory obsolescence reserve balance in Schedule II of your
future
filings on Form 10-K.

4. Properties and Equipment, page 10

14. We note that in July of 2005 your company sold a product line
in
Newcastle, England for proceeds of $12.0 million and recorded a
pre-
tax gain of $6.5 million as other income.  Please tell us why you
believe that the sale of this product should not be classified as
discontinued operations in accordance with paragraphs 41 through
44 of
SFAS No. 144.  You should also refer to the guidance provided by
examples 12 through 15 of Appendix A to SFAS No. 144.

      As appropriate, please amend your filing(s) and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the
amendment(s) to expedite our review.  Please furnish a cover
letter
with your amendment(s) that keys your responses to our comments
and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment(s) and 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
December 12, 2005
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