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): January 29, 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)





Item 7.  Financial Statements and Exhibits

     (c)  Exhibits

          99.1  Earnings Release dated January 29, 2004. This Earnings Release
                is being furnished pursuant to Item 12.



Item 12.  Results of Operations and Financial Condition


     The information in this Current Report is being furnished and shall not be
deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 as amended, or otherwise subject to the liabilities of that Section.  The
information in this Current Report shall not be incorporated by reference into
any registration statement or other document pursuant to the Securities Act of
1933, as amended.

     On January 29, 2004, Federal Signal Corporation issued an earnings release
announcing its financial results for the fourth quarter and year ended
December 31, 2003.  A copy of the earnings release is attached as Exhibit 99.1.



                                           SIGNATURE



                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:  January 29, 2004                    By:  /s/ Robert D. Welding

                                                  Robert D. Welding
                                                  President and
                                                  Chief Executive Officer







                                 EXHIBIT INDEX




     Exhibit No.    Description
     ----------     -------------------------------------------

        99.1        Earnings Release dated January 29, 2004