-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 ObiQJ/yBFSvxNJFYebxs9MKhdyIWGVs5q3OK+kOAYaiIxC5eVZhl4nFs8qXfDHOM
 r53xTw85hcqS3uliFMC7AQ==

<SEC-DOCUMENT>0000950137-04-001050.txt : 20040218
<SEC-HEADER>0000950137-04-001050.hdr.sgml : 20040218
<ACCEPTANCE-DATETIME>20040218124213
ACCESSION NUMBER:		0000950137-04-001050
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040212
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20040218

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FEDERAL SIGNAL CORP /DE/
		CENTRAL INDEX KEY:			0000277509
		STANDARD INDUSTRIAL CLASSIFICATION:	MOTOR VEHICLES & PASSENGER CAR BODIES [3711]
		IRS NUMBER:				361063330
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-06003
		FILM NUMBER:		04612448

	BUSINESS ADDRESS:	
		STREET 1:		1415 W 22ND ST STE 1100
		CITY:			OAK BROOK
		STATE:			IL
		ZIP:			60523
		BUSINESS PHONE:		7089542000

	MAIL ADDRESS:	
		STREET 1:		1415 W 22ND ST STE 1100
		CITY:			OAK BROOK
		STATE:			IL
		ZIP:			60523

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FEDERAL SIGN & SIGNAL CORP /DE/
		DATE OF NAME CHANGE:	19600201
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>c83079e8vk.txt
<DESCRIPTION>CURRENT REPORT
<TEXT>
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549





                                    FORM 8-K

                                 CURRENT REPORT




                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): February 12, 2004



                           Federal Signal Corporation
             (Exact name of registrant as specified in its charter)


          Delaware                       0-693                    36-1063330

(State or other jurisdiction        (Commission File            (IRS Employer
     of incorporation)                  Number)              Identification No.)


                 1415 W. 22nd Street, Oak Brook, Illinois 60523
               (Address of principal executive offices) (Zip Code)


                                 (630) 954-2000
              (Registrant's telephone number, including area code)





<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No     Exhibit
- ----------     -------

14             Registrant's Code of Ethics for CEO and Senior Financial Officers
               (as amended on February 12, 2004)


ITEM 10. AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A PROVISION
OF THE CODE OF ETHICS

On February 12, 2004, the Registrant amended its Code of Ethics for CEO and
Senior Financial Officers. The only substantive effect of the amendment was to
add a provision to the Registrant's Code of Ethics for CEO and Senior Financial
Officers relating to the avoidance of actual or apparent conflicts of interest
in personal and professional relationships.

The Registrant intends to post on its internet website, www.federalsignal.com,
(a) any future amendment to its Code of Ethics for CEO and Senior Financial
Officers and (b) the nature of any waiver including an implicit waiver, from a
provision of its Code of Ethics for CEO and Senior Financial Officers granted to
one of these specified officers, the name of the person to whom the waiver was
granted and the date of waiver.


                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                           FEDERAL SIGNAL CORPORATION



Dated:  February 12, 2004                  By: /s/ Robert D. Welding

                                           Robert D. Welding
                                           President and Chief Executive Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-14
<SEQUENCE>3
<FILENAME>c83079exv14.txt
<DESCRIPTION>REGISTRANT'S CODE OF ETHICS
<TEXT>
<PAGE>
                                                                      EXHIBIT 14


              CODE OF ETHICS FOR CEO AND SENIOR FINANCIAL OFFICERS

The Company has Standard Policies and Practices that establish controls over,
among other things, business conduct, improper payments and financial reporting.
These Standard Policies and Practices are applicable to all employees. In
addition to the Standard Policies and Practices, the CEO and senior financial
officers are subject to the following specific code of ethics:

1.   The CEO and all senior financial officers shall act with honesty and
     integrity, avoiding actual or apparent conflicts of interest in personal
     and professional relationships. They will achieve responsible use of and
     control over all Company assets and resources employed by or entrusted to
     them, and provide information that is accurate, complete, objective,
     relevant, timely and understandable. They will respect the confidentiality
     of information acquired in the course of work except when authorized or
     otherwise legally obligated to disclose. They will promptly bring to the
     attention of the Audit Committee any material information that affects the
     disclosures made by the Company in its public filings.

2.   The CEO and all senior financial officers shall comply with rules and
     regulations of federal, state, provincial and local governments, and other
     appropriate private and public regulatory agencies. They will promptly
     bring to the attention of the General Counsel or the CEO and to the Audit
     Committee any information concerning a material violation of any of these
     laws, rules or regulations applicable to the Company and the operation of
     its business, by the Company or any agent thereof, or of violation of the
     Company's Standard Policies and Practices, or of these additional policies.

3.   The CEO and all senior financial officers shall promptly bring to the
     attention of the Audit Committee any information he or she may have
     concerning (a) significant deficiencies in the design or operation of
     internal controls that could adversely affect the Company's ability to
     record, process, summarize and report financial data or (b) any fraud,
     whether or not material, that involves management or other employees who
     have a significant role in the Company's financial reporting, disclosures
     or internal controls.

4.   The Board of Directors or Committee thereof shall determine appropriate
     actions to be taken in the event of violations of the Company's Standard
     Policies and Practices or of this Code of Ethics by the CEO and the
     Company's senior financial officers. Such actions shall be reasonably
     designed to deter wrongdoing and to promote accountability for adherence to
     the Company's Standard Policies and Practices and to this Code of Ethics.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
