FORM 8 - A



                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549




             FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                  PURSUANT TO SECTION 12(b) OR (g) OF THE
                      SECURITIES EXCHANGE ACT OF 1934




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



       Delaware                                      13-5616408 
(State of incorporation                         (I.R.S. Employer
    or organization)                             Identification No.)



200 South Wacker Drive, Chicago, Illinois                60606-5802
(address of Principal Executive Offices)                 (Zip Code)



Securities to be registered pursuant to Section 12(b) of the Act:


     Title of each class          Name of exchange on which 
     to be so registered          each class is to be registered


     Common Stock of the
Par Value of $1.00 Per Share      New York Stock Exchange, Inc.


      Class A Stock of the
Par Value of $1.00 Per Share      New York Stock Exchange, Inc.



Securities to be registered pursuant to Section 12 (g) of the Act:

                    None





Item 1.  Description of Registrant's Securities to be Registered

		The capital stock of the Company to be registered is the 
Company's Common Stock of the par value of $1.00 per share (the "Common 
Stock") and the Company's Class A Stock of the par value of $1.00 per share 
(the "Class A Stock") (collectively, the "Common Capital Stock").

		The following description is qualified in its entirety by, and 
made subject to, the complete description set forth in the Restated 
Certificate of Incorporation, as amended, of the Registrant (the "Company") 
which is an Exhibit to each copy of this registration statement filed with 
the New York Stock Exchange, Inc.

		The Company's authorized capital stock consists of 2,000,000 
shares of Preferred Stock with no par value, 42,000,000 shares of Common 
Stock and 36,000,000 shares of Class A Stock.

		The Company's Preferred Stock is issuable from time to time in 
series, each series to have such voting powers, designations, preferences 
and relative, participating, optional or other special rights, and 
qualifications, limitations or restrictions thereof, as may be designated 
by resolution of the Company's board of directors.  No series of Preferred 
Stock has yet been designated.

		Subject to the rights of the holders of any Company Preferred 
Stock that may at the time be outstanding, holders of Common Capital Stock 
are entitled to receive dividends when and as declared by the Company's 
board of directors out of funds legally available and not otherwise 
restricted and, in the event of liquidation, to share ratably in all the 
assets of the Company distributed to stockholders.  None of the Company's 
outstanding debt instruments contains any express restriction on the payment 
of dividends on the Common Capital Stock.  Certain of such debt instruments 
contain covenants that, by requiring the Company to maintain a ratio of 
capitalization to indebtedness, could in the future restrict the ability of 
the Company to pay such dividends.  At June 30, 1996, $367,884,000 was 
available for the payment of dividends under the most restrictive of such 
covenants.

		Pursuant to the Company's Restated Certificate of Incorporation, 
as amended, except as described below, there are no differences in the 
voting powers, preferences, or other rights, or qualifications, limitations 
or restrictions thereof, of shares of Class A Stock from those of shares of 
Common Stock.  Without limiting the generality of the foregoing, so long as 
any shares of Class A Stock are outstanding, in the event the Company 
engages in any merger or consolidation in which holders of Common Capital 
Stock receive any consideration, provision must be made so that the holders 
of each class of Common Capital Stock receive the same consideration per 
share; provided however, that if such merger or consolidation is a 
reincorporation in another jurisdiction, or is a merger of the Company with 
and into a wholly-owned subsidiary of the Company, the shares issued to the 
holders of the respective classes of Common Capital Stock may reflect the 
differences between such classes set forth in the Company's Restated 
Certificate of Incorporation, as amended, or differences substantially 
equivalent thereto.  So long as any shares of Class A Stock are 
outstanding: (a) if any dividend 

or other distribution is declared on Common Capital Stock which is payable 
in shares of (or in securities convertible into or exchangeable or 
exercisable for shares of), or in subscriptions or other rights to acquire 
shares of (or to acquire securities convertible into or exchangeable or 
exercisable for shares of), any class of Common Capital Stock, such 
dividend or distribution must be declared in such a manner as to be payable 
to the holders of Class A Stock in shares of (or in securities convertible 
into or exchangeable or exercisable for shares of), or in subscriptions or 
other rights to acquire shares of (or to acquire securities convertible 
into or exchangeable or exercisable for shares of), Class A Stock and as to 
be payable to the holders of Common Stock at the same rate in shares of (or 
in securities convertible into or exchangeable or exercisable for shares 
of), or in subscriptions or other rights to acquire shares of (or to 
acquire securities convertible into or exchangeable or exercisable for 
shares of), Common Stock; and (b) if shares of Common Capital Stock are 
combined or subdivided, such combination or subdivision must be effected in 
such manner as to result in per share decreases or increases of Class A 
Stock and Common Stock which are identical.

		Prior to the Change of Control Date (as defined below) generally 
the holders of Class A Stock voting as a class are entitled to elect such 
number of directors, but not less than two, as equal 25% of the total 
number of directors constituting the full Board of Directors and the 
holders of Common Stock voting as a class are entitled to elect the 
remaining directors, and with respect to all other matters voted upon by 
the stockholders of the Company, the holders of Common Stock are entitled 
to one vote per share of Common Stock and the holders of Class A Stock are 
entitled to one-tenth of one vote per share of Class A Stock.

		 Subject to certain exceptions, the "Change of Control Date" is 
defined as the first date on which the shares of Harris Group Stock (as 
defined below) are entitled to cast fewer than 2,244,165 votes (counting 
the Class A Stock as entitled to cast one-tenth of one vote per share for 
this purpose). "Harris Group Stock" means, at any point in time, shares of 
Common Stock and Class A Stock which, at such time, any member of the 
"Harris Group" (as defined below), either alone or in combination with any 
other member or members of the Harris Group, directly or indirectly 
beneficially owns (as defined in Rule 13d-3 under the Securities Exchange 
Act of 1934, as such Rule was in effect and interpreted at 5:00 P.M. 
Central Standard Time on December 28, 1989), without taking into account 
any shares of Common Stock acquired by any member of the Harris Group 
subsequent to May 31, 1989 in excess of shares of Common Stock disposed of 
by members of the Harris Group subsequent to such date. The "Harris Group" 
means Messrs. Irving B. Harris, Neison Harris, King Harris, William W. 
Harris and Sidney Barrows, and their respective spouses, descendants and 
spouses of descendants, trustees of trusts established for the benefit of 
such persons, and executors of estates of such persons. Irving B. Harris 
and Neison Harris are brothers and Sidney Barrows is their brother-in-law. 
William W. Harris is the son of Irving B. Harris and King Harris is the son 
of Neison Harris.

		The voting rights of the Common Capital Stock are not cumulative.  
Accordingly, the holders of a majority of the Common Stock can elect all of 
the directors to be elected by the holders of Common Stock voting as a 
class and the holders of the remaining Common Stock cannot elect any of 
such directors, and the holders of a majority of the Class A Stock can 
elect all of the directors to be elected by the holders of Class A Stock 
voting as a class and the holders of the remaining Class A Stock cannot 
elect any of such directors.  As of 

September 16, 1996, members of the Harris Group hold a majority of the 
outstanding Common Stock and approximately 19% of the outstanding Class A 
Stock.

		In addition to any vote or consent of stockholders otherwise 
required, the affirmative vote or consent of holders of Common Capital 
Stock entitled to cast at least 2/3 of the votes (counting the Class A 
Stock as entitled to cast one-tenth of one vote per share for this purpose 
prior to the Change of Control Date) which the outstanding shares of Common 
Capital Stock are entitled to cast at the time is required: (i) to amend 
the provisions of the Company's Restated Certificate of Incorporation, as 
amended, defining the designations and powers, preferences and rights and 
qualifications, limitations or restrictions of the Company's Preferred 
Stock and Common Capital Stock; (ii) to liquidate, dissolve or wind up the 
Company's affairs; (iii) to merge or consolidate the Company with or into 
any other corporation, association, trust, partnership or entity; or (iv) 
to sell, exchange, assign, convey, transfer or in any other way dispose of 
all or substantially all of the Company's property and assets, including 
its good will and its corporate franchises, in a transaction or in a series 
of related transactions.  Notwithstanding the foregoing, no such additional 
vote or consent of the stockholders of the Company is necessary to 
authorize a merger if (1) the Company is a constituent corporation which 
survives the merger, (2) the agreement of merger does not change the name 
or authorized shares of any class or otherwise amend the Company's Restated 
Certificate of Incorporation, as amended, and (3) the authorized unissued 
shares or the treasury shares of Common Capital Stock to be issued or 
delivered under the plan of merger do not exceed 15% of the shares of 
Common Capital Stock outstanding immediately prior to the effective date of 
the merger.
 
 		So long as any shares of Class A Stock are outstanding, if any 
dividend or other distribution payable in cash (other than a dividend or 
distribution in connection with the liquidation or dissolution of the 
Company) is declared on the Company's Common Capital Stock, such dividend 
or distribution must be declared in such a manner that the amount thereof 
per share of Class A Stock equals the amount thereof per share of Common 
Stock plus 1 2/3 cents (provided that the aggregate excess of the dividends 
per share of Class A Stock declared during any calendar year over the 
dividends per share of Common Stock declared during such calendar year is 
not to exceed 6 2/3 cents).

		Shares of Common Capital Stock outstanding are fully paid and 
nonassessable.  There are no redemption or sinking fund provisions with 
respect to Common Capital Stock, and the holders of Common Capital Stock 
have no preemptive or conversion rights.

Item 2.   Exhibits

             1.  All exhibits required by Instruction II to Item 2 will be
                 filed with each copy of this registration statement filed
                 with the New York Stock Exchange, Inc.



                                SIGNATURES


		Pursuant to the requirements of Section 12 of the Securities 
Exchange Act of 1934, the Registrant has duly caused this registration 
statement to be signed on its behalf by the undersigned, thereunto duly 
authorized. 

Dated:   September 16, 1996             PITTWAY CORPORATION

                                        By:  /s/ James F. Vondrak
                                             James F. Vondrak
                                             Secretary