8-K

                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):December 21,1995



                  					PITTWAY CORPORATION			
      (Exact name of registrant as specified in its charter)




         Delaware 	                            	13-5616408		
 (State of other jurisdiction                  (IRS Employer
    	of incorporation)	                    Identification Number)



                             1-4821
                     (Commission File Number)



 200 South Wacker Drive, Suite 700, Chicago, Illinois	60606-5802 
    (Address of principal executive offices)       			(Zip Code)



Registrant's telephone number, including area code: (312) 831-1070





              INFORMATION TO BE INCLUDED IN THE REPORT


Item 5.    Other Events

On December 21, 1995, Registrant announced a potential 
significant increase in the value of its investments in United States 
Satellite Broadcasting, Inc. and Cylink Corporation.  The 
circumstances of the potential increase are more fully described in 
the press release filed as Exhibit 99 hereto, which is hereby 
incorporated by reference.


Item 7.    Financial Statements and Exhibits

         	(c) Exhibits.
		                                                    	Sequentially
	          Exhibit No.   	Description                 	Numbered Page

              	99        	Press release                     3-4
		                        dated
                        		December 21, 1995


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 hereunto duly authorized.



                                 								PITTWAY CORPORATION
                                 								(Registrant)


Dated: December 21, 1995            By:      /s/Paul R. Gauvreau	
                                            	Paul R. Gauvreau
                                            	Financial Vice President
                                            	and Treasurer





                              - 2 -

EX-99

Exhibit 99

FROM:	Edelman Worldwide  	    	FOR:	Pittway Corporation
    		Financial Relations				       200 South Wacker Drive
    		200 East Randolph Drive		    	Suite 700
	    	Chicago, Illinois 60601			    Chicago, IL 60606-5802
		    Phone: (312) 240-3000		      	Phone:  (312) 831-1070


                      FOR IMMEDIATE RELEASE
    For further information contact Gary Strong at Edelman or 
                  Edward J. Schwartz at Pittway.


         PITTWAY ANNOUNCES POTENTIAL SIGNIFICANT INCREASE
                  IN VALUE OF CERTAIN INVESTMENTS

     Chicago, Illinois, December 21, 1995 --- Pittway Corporation 
(AMEX) noted today that two private companies in which it holds 
common stock investments, United States Satellite Broadcasting, 
Inc. ("USSB") and Cylink Corporation ("Cylink"), have recently 
filed registration statements with the Securities and Exchange 
Commission for initial public offerings of their common stock.
     USSB's registration statement does not state an anticipated 
public offering price.  It calculates the registration fee based on 
a proposed maximum offering price of $24.00 per share.  If the 
offering is completed at $24.00 per share, the market value of 
Pittway's 4.79 million shares of USSB's common stock will be 
approximately $115 million, which exceeds the $20 million cost at 
which it is carried on Pittway's books by approximately $95 
million.
	    Cylink's registration statement also does not state an 
anticipated public offering price.  It calculates the registration 
fee based on a proposed maximum offering price of $10.00 per share. 
Pittway accounts for its 8.61 million shares of common stock in

     Cylink using the equity method.  If the offering is completed at 
$10.00 per share, the market value of Pittway's holdings will be 
approximately $86.1 million.  Based on the number of shares 
registered for sale for Cylink's account, Pittway's recorded value 
for its Cylink investment would increase from $7.5 million to $18.2 
million.  The $10.7 million increase less related deferred income 
taxes, will be credited directly to stockholder's equity.
    	Pittway is not a seller of shares in either initial public 
offering, except that Pittway has agreed to sell 622,500 shares of 
its USSB common stock if USSB's Underwriters' over-allotment option 
is exercised.
	    Pittway noted that there can be no assurance that either 
initial public offering will be completed or that, if completed, 
either will be completed at its proposed maximum offering price or 
for the number of shares initially registered.  Additionally, there 
can be no assurance that if and when the shares are traded they 
will remain at or above their offering prices.
	    The registration statements referred to in this press release 
have not yet become effective. The securities which are the subject 
thereof may not be sold nor may offers to buy be accepted prior to 
the time the registration statements become effective.  This press 
release shall not constitute an offer to sell or the solicitation 
of an offer to buy. 
	    Pittway is a manufacturer and distributor of professional 
burglar and fire alarm equipment; a publisher of trade magazines 
and directories; and a participant in joint venture real estate 
developments.