General Signal Corporation
High Ridge Park
Stamford, Connecticut 06904
(203) 329-4330
November 23, 1994
Re: General Signal Corporation
Withdrawal of Registration Statement
on Form S-4 (No. 33-56087)
Ladies and Gentlemen:
In accordance with Rule 477 under the Securities Act of
1933, as amended, General Signal Corporation ("General Signal") hereby
files this application to withdraw its registration statement on
Form S-4 (No. 33-56087) because the Merger Agreement between General
Signal and Reliance Electric Company dated August 30, 1994 pursuant to
which such registration statement relates, has been terminated.
Pursuant to Rule 477 under the Act, the registrant requests
that the Securities and Exchange Commission determine that the with-
drawal of the registration statement is consistent with the public
interest and the protection of investors and enter its order granting
such withdrawal.
If there are any questions with respect to the matters set
forth in this application, the registrant requests that those ques-
tions be addressed to William J. White at (212) 701-3625 or Helene R.
Banks at (212) 701-3439.
Sincerely,
/s/ Julian B. Twombly
Julian B. Twombly
Vice President and
Treasurer
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 10549
cc: Donald Dubois
Patricia Miller
Jocelyn Dubois, The Pacific Stock Exchange, Inc.
Frederick Emken, The New York Stock Exchange, Inc.
