S-8

As filed with the Securities and Exchange Commission on September 25, 1996

                                             Registration No. 33-

- -------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549-1004

                                  FORM S-8
                           REGISTRATION STATEMENT
                      UNDER THE SECURITIES ACT OF 1933

                            PITTWAY CORPORATION
           (Exact Name of Registrant as Specified in its Charter)

        Delaware                                      13-5616408              
(State of Incorporation)                 (I.R.S. Employer Identification No.)


200 South Wacker Drive, Suite 700, Chicago, Illinois          60606-5802
(Address of Principal Executive Offices)                      (Zip Code)


             PITTWAY CORPORATION 1996 DIRECTOR STOCK OPTION PLAN
                          (Full Title of the Plan)

                              James F. Vondrak
                             PITTWAY CORPORATION
                            200 South Wacker Drive
                         Chicago, Illinois 60606-5802
                    (Name and Address of Agent for Service)

                                312/831-4119
         (Telephone Number, Including Area Code, of Agent for Service)

                       -------------------------------

                       CALCULATION OF REGISTRATION FEE
============================================================================
   Title of        Amount        Proposed         Proposed
  Securities       to be         Maximum          Maximum        Amount of
    to be        Registered   Offering Price      Aggregate     Registration
  Registered        (1)        Per Share (2)  Offering Price(2)     Fee    
- -------------- -------------- --------------  ----------------- ------------
Class A Stock
of the Par 
Value of $1.00
Per Share      30,000 shs.        $44.875        $1,346,250       $464.22

Common Stock
of the Par
Value of $1.00
Per Share      30,000 shs.(3)       None            None           None
============================================================================

(1) Pursuant to Rule 416(a), this Registration Statement shall be deemed to 
cover any additional shares of Class A Stock or Common Stock issuable 
pursuant to the antidilution provisions of the Plan.
(2) Pursuant to Rule 457(h), estimated solely for the purpose of computing 
the registration fee, on the basis of the average of the high and low prices 
of Class A Stock on September 24, 1996 as set forth in the American Stock 
Exchange -- Composite Transactions.
(3) These are shares of Common Stock into which the shares of Class A Stock 
being registered herein may be changed in accordance with the Registrant's 
Restated Certificate of Incorporation, as amended.







                                PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Part I of Form S-8 is contained in documents 
sent or given to award holders as specified by Rule 428(b)(1) under the 
Securities Act of 1933 (the "Securities Act").  Such documents and the 
documents incorporated by reference pursuant to Item 3 of Part II of this 
Registration Statement, taken together, constitute the Section 10(a) 
prospectus.



                                PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

The following documents filed by Pittway Corporation ("Registrant" or the 
"Company") with the Securities and Exchange Commission are incorporated, 
as of their respective dates, in this Registration Statement by 
reference:

		(a) 	The Company's Annual Report on Form 10-K for the fiscal year 
ended December 31, 1995.

		(b)	All other reports filed by the Company pursuant to Section 
13(a) or 15(d) of the Securities Exchange Act of 1934 since 
December 31, 1995.

		(c) 	The description of the Class A Stock and Common Stock 
contained in the Registration Statement of the Company (then known 
as Standard Shares, Inc.) on Form 8-A dated October 18, 1989, 
including any amendment or report (including any subsequent Form 8-
A) updating such description.

In addition, all documents filed by the Company pursuant to Sections 
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 
subsequent to the date of this Registration Statement and prior to the 
filing of a post-effective amendment to this Registration Statement which 
indicates that all securities offered have been sold or which deregisters 
all securities then remaining unsold, shall be deemed to be incorporated 
by reference herein and to be a part hereof from the date of filing of 
such documents.

Any statement contained in this Registration Statement or in a document 
incorporated by reference herein shall be deemed to be modified or 
superseded for purposes of this Registration Statement to the extent that 
a statement contained herein or in the original Section 10(a) prospectus 
(as regards any statement in any previously filed document incorporated 
by reference herein), or a statement in any subsequently filed document 
that is also incorporated by reference herein or a statement in any 
subsequent Section 10(a) prospectus, modifies or supersedes such 
statement.  Any such statement so modified or superseded shall not be 
deemed, except as so modified or superseded, to constitute a part of this 
Registration Statement.




                                    2


Item 4.   Description of Securities.

Not applicable.


Item 5.   Interests of Named Experts and Counsel.

Not applicable.


Item 6.   Indemnification of Directors, Officers and Controlling Persons.

Under certain provisions of the Delaware General Corporation Law, the 
registrant has the power to indemnify any person who was or is a party or 
is threatened to be made a party to any threatened, pending or completed 
action, suit or proceeding, by reason of the fact that he or she is or 
was a director, officer, employee or agent of the registrant, or is or 
was serving at the request of the registrant as a director, officer, 
employee or agent of another corporation or other enterprise, against 
expenses (including attorney's fees), judgments, fines and amounts paid 
in settlement reasonably incurred by him or her in connection with such 
action, suit or proceeding; except that under such provisions 
indemnification relating to a derivative action or suit is limited to 
expenses reasonably incurred in connection with the defense or settlement 
thereof.  To be eligible for indemnification under such provisions as to 
a particular action, suit or proceeding (or claim, issue or matter 
therein), a director, officer, employee or agent must either be 
successful in his or her defense thereof (in which event indemnification 
against related expenses is mandatory) or must meet certain statutory 
standards (generally, that he or she acted in good faith and in a manner 
he or she reasonably believed to be in or not opposed to the best 
interests of the registrant, and, with respect to any criminal action or 
proceeding, that he or she had no reasonable cause to believe his or her 
conduct was unlawful).  The indemnification provided by such provisions 
does not exclude any other rights to which a person seeking 
indemnification may otherwise be entitled.

Article Sixth, Section 2, of the registrant's Restated Certificate of 
Incorporation, as amended, provides that each person who was or is a 
party or is threatened to be made a party to any threatened, pending or 
completed action, suit or proceeding, whether civil, criminal, 
administrative or investigative (including any action by or in the right 
of the registrant) by reason of the fact that he or she (i) is or was a 
director, officer, employee or agent of the registrant or (ii) is or was 
serving, at the request of the registrant, as a director, officer, 
employee or agent of another corporation, partnership, joint venture, 
trust or other enterprise, shall be indemnified by the registrant to the 
fullest extent permitted by law, against all expenses (including 
attorneys' fees), judgments, fines and amounts paid or to be paid in 
settlement actually and reasonably incurred by him or her in connection 
with such action, act or proceeding.  Article Sixth, Section 2, provides 
that such indemnification shall continue as to any such person who has 
ceased to be a director, officer, employee or agent of the registrant and 
shall inure to the benefit of his or her heirs, executors, administrators 
and personal administrators.  Article Sixth, Section 2, provides that the 
rights conferred thereunder shall not be exclusive of any other right to 
which any person may be entitled under any By-law, agreement, vote of 
stockholders or disinterested directors, or otherwise, both as to action 
in his or her official capacity and as to action in another capacity 
while holding such office.

                                   3


The Company maintains a liability insurance policy which, subject to 
various exclusions and deductibles and subject to annual renewal and 
certain rights of the insurer to terminate, covers its directors and 
officers (and the registrant's indemnification obligations to them) to an 
aggregate maximum of $25 million of coverage against claims made during 
the policy period relating to certain civil liabilities, including 
liabilities under the Securities Act of 1933.

Item 7.   Exemption from Registration Claimed.

Not applicable.


Item 8.   Exhibits.

The Exhibits filed herewith are specified on the Index to Exhibits at 
page 7 hereof.


Item 9.   Undertakings.

The undersigned Registrant hereby undertakes: 

     (1) To file, during any period in which offers or sales are being
      made, a post-effective amendment to this registration statement:

     (i) To include any prospectus required by Section 10(a)(3) of the
      Securities Act of 1933;

     (ii) To reflect in the prospectus any facts or events arising after
      the effective date of the registration statement (or the most
      recent post-effective amendment thereof) which, individually or in
      the aggregate, represent a fundamental change in the information
      set forth in the registration statement;

     (iii) To include any material information with respect to the plan
      of distribution not previously disclosed in the registration
      statement or any material change to such information in the
      registration statement; Provided, however, that paragraphs (1)(I)
      and (1)(ii) do not apply if the registration statement is on 
      Form S-3 or Form S-8, and the information required to be included
      in a post-effective amendment by those paragraphs is contained in
      periodic reports filed by the registrant pursuant to section 13 or
      section 15(d) of the Securities Exchange Act of 1934 that are
      incorporated by reference in the registration statement.


     (2) That, for the purposes of determining any liability under the
      Securities Act of 1933, each such post-effective amendment shall be
      deemed to be a new registration statement relating to the
      securities offered therein, and the offering of such securities at
      that time shall be deemed to be the initial bona fide offering
      thereof.

     (3) To remove from registration by means of a post-effective
      amendment any of the securities being registered which remain
      unsold at the termination of the offering.




                                   4


     (4) If the registrant is a foreign private issuer, to file a post-
     effective amendment to the registration statement to include any
     financial statements required by Rule 3-19 of Regulation S-X at the
     start of any delayed offering or throughout a continuous offering.

The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing 
of the Registrant's annual report pursuant to section 13(a) or section 
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each 
filing of an employee benefit plan's annual report pursuant to section 
15(d) of the Securities Exchange Act of 1934) that is incorporated by 
reference in the registration statement shall be deemed to be a new 
registration statement relating to the securities offered therein, and 
the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling 
persons of the Registrant pursuant to the foregoing provisions, or 
otherwise, the Registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities (other 
than the payment by the Registrant of expenses incurred or paid by a 
director, officer or controlling person of the registrant in the 
successful defense of any action, suit or proceeding) is asserted by such 
director, officer or controlling person in connection with the securities 
being registered, the Registrant will, unless in the opinion of its 
counsel the matter has been settled by controlling precedent, submit to a 
court of appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed in the Act 
and will be governed by the final adjudication of such issue.





























                                   5





                               SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this registration 
statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Chicago, State of Illinois, on September 25, 
1996.

                                               PITTWAY CORPORATION 

                                            BY /s/  Paul R. Gauvreau     
                                                Paul R. Gauvreau
                                                Financial Vice President
                                                and Treasurer

Each person whose signature appears below hereby authorizes King Harris, 
Edward J. Schwartz, Paul R. Gauvreau and James F. Vondrak or any of them, 
with full power of substitution, to execute in his name and on his behalf, 
and to file, any amendments (including, without limitation, post-effective 
amendments) to this registration statement necessary or advisable in the 
opinion of any of them to enable the registrant to comply with the 
Securities Act of 1933, as amended, and any rules, regulations and 
requirements of the Securities and Exchange Commission thereunder in respect 
thereof, which amendments may make such other changes in this registration 
statement as any of them deems advisable.

Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons in the 
capacities indicated on the 25th day of September, 1996:


/s/ Neison Harris                       /s/ Anthony Downs             
Neison Harris, Director and             Anthony Downs, Director
Chairman of the Board


/s/ King Harris                         /s/ Leo A. Guthart            
King Harris, Director, President        Leo A. Guthart, Director 
and Chief Executive Officer


/s/ Paul R. Gauvreau                    /s/ Irving B. Harris          
Paul R. Gauvreau, Principal             Irving B. Harris, Director
Financial and Accounting Officer


/s/ Eugene L. Barnett                   /s/ William W. Harris         
Eugene L. Barnett, Director             William W. Harris, Director 


/s/ Sidney Barrows                      /s/ Jerome Kahn, Jr.          
Sidney Barrows, Director                Jerome Kahn Jr., Director  


                                        /s/ Leo F. Mullin             
                                        Leo F. Mullin, Director


/s/ E. David Coolidge III        
E. David Coolidge III, Director




                                     6





                            INDEX TO EXHIBITS

                                                              Sequentially 
Exhibit                                                       Numbered Page


4     Pittway Corporation 1996 Director Stock Option Plan             8-13

5     Opinion of Kirkland & Ellis                                      14

23.1  Consent of Kirkland & Ellis (included in Exhibit 5)              14

23.2  Consent of Price Waterhouse LLP                                  15

24    Powers of Attorney (included on the Signatures page hereof)       6













































                                     7
 



 

 

EX-4

Exhibit 4


	 PITTWAY CORPORATION
	1996 DIRECTOR STOCK OPTION PLAN


	1.	Purpose of Plan.		The purpose of this Plan (the "Plan") is 
to promote the long-term financial interests of the Company and its 
subsidiaries by:

	(a)	providing an incentive for all non-employee members of 
the Board of Directors (the "Non-Employee Directors") to maximize 
the long-term value of the Company's Class A Stock and otherwise 
act in the best interest of the Company's stockholders;

	(b)	providing Non-Employee Directors with the opportunity to 
acquire a greater stake in the future of the Company and its 
subsidiaries through stock ownership; and

	(c)	attracting and retaining highly qualified Non-Employee 
Directors.

	2.	Definitions.	The following words and phrases have the 
respective meanings indicated below unless a different meaning is plainly 
implied by the context.

	(a)	"Administrative Committee" means any committee of 
management employees which, pursuant to Section 4, has been 
appointed by the Board Committee.

	(b)	"Award Date" means a date specified in Section 6 for 
awards of options.

	(c)	"Board of Directors" means the Board of Directors of the 
Company.

	(d)	"Class A Stock" means Class A Stock, of the par value of 
$1.00 per share, of the Company (or, from and after any change of 
such Class A Stock into Common Stock on a share-for-share basis 
pursuant to the Company's Restated Certificate of Incorporation, as 
amended, Common Stock).
	
	(e)	"Board Committee" means the Compensation Committee or 
other committee of the Board of Directors which, pursuant to 
Section 3, has authority to administer the Plan.

	(f)	"Code" means the Internal Revenue Code of 1986, as 
amended.

	(g)	"Common Stock" means Common Stock, of the par value of 
$1.00 per share, of the Company.

	(h)	"Company" means Pittway Corporation, a Delaware 
corporation, and its successors.

                                    8

	(i)	"Eligible Director" means any present or future member 
of the Board of Directors who, on an Award Date, (1) is a member of 
the Board of Directors, and (2)is not an employee of the Company or 
any of its subsidiaries.

	(j)	"Exchange Act" means the Securities Exchange Act of 
1934, as amended.

	(k)	"Market Value" of Class A Stock or Common Stock on any 
date means the closing price of such Stock on that date (or, if 
such date is not a trading date for such Stock, on the next 
preceding date which was a trading date for such Stock) on the 
American Stock Exchange Composite Transactions list, as 
subsequently reported in The Wall Street Journal.

	(l)	"option" means a right awarded to a participant pursuant 
to the Plan to purchase a designated number of shares of Class A 
Stock at a stated price for a stated period of time.  To the extent 
that right is exercisable as to shares pursuant to Section 8, the 
participant may exercise that right according to Section 10 as to 
all such shares at any time or as to a portion of such shares from 
time to time.  Options are not intended to qualify as incentive 
stock options under Code Section 422.

	(m)	"option form" means a letter from the Board Committee 
(or from the Administrative Committee or an Administrative 
Committee member acting on behalf of the Board Committee or the 
Administrative Committee), to a Non-Employee Director, indicating 
that the Non-Employee Director has been awarded an option, the 
number of shares subject to the option, the option price and the 
terms of exercisability of the option, and containing other 
information consistent with the Plan.

	(n)	"participant" means an Eligible Director who has been 
awarded an option.

	(o)	"Plan" means the plan set forth in this 1996 Director 
Stock Option Plan, as it may be amended from time to time.

	(p)	"subsidiary" means any corporation fifty percent or more 
of the voting stock of which is owned, directly or indirectly, by 
the Company.

	(q)	"trading date" for Class A Stock or Common Stock means a 
date for which a sale of such Stock on the American Stock Exchange 
Composite Transactions list is subsequently reported in The Wall 
Street Journal.

	3.	Administration of Plan.

	(a)	The Plan shall be administered by the Compensation 
Committee or, if the Board of Directors so determines, by another 
committee consisting of not less than two (2) members of the Board 
of Directors.  A majority of the Board Committee shall constitute a

                               9

quorum and the acts of a majority of the members present at any 
meeting at which a quorum is present, or actions approved in 
writing by all members of the Board Committee, shall constitute the 
acts of the Board Committee.

	(b)	The Board Committee shall not have authority or 
discretion to determine (1) the Non-Employee Directors to be 
granted options, (2) the times at which options shall be granted, 
(3) the number of shares subject to any option, (4) the option 
price of any option, (5) the period during which any option shall 
become exercisable or (6) any other option term set forth in (as 
opposed to the form of and/or other information contained in) any 
option form.  All such matters are fixed and determinable according 
to the provisions of the Plan applicable thereto.

	(c)	The Board Committee shall have full authority and 
discretion to adopt rules and regulations and prescribe or approve 
the forms to carry out the purposes and provisions of the Plan.  
The Board Committee's interpretation and construction of any 
provision of the Plan or any option shall be binding and 
conclusive, unless otherwise determined by the Board of Directors.

	4.	Appointment of Administrative Committee.

	(a)	The Board Committee may appoint a committee of 
management employees to:

		(1)	construe the Plan and make equitable adjustments 
for any mistakes, omissions or errors made in the 
administration of the Plan;

		(2)	adopt such rules and regulations as may be deemed 
reasonably necessary for the proper and efficient 
administration of the Plan consistent with its purposes;

		(3)	enforce the Plan in accordance with its terms and 
with the rules and regulations adopted for the Plan; and

		(4)	do all other acts which in the Administrative 
Committee's reasonable judgment are necessary or desirable for 
the proper and advantageous administration of the Plan 
consistent with the Plan's purposes.

	(b)	The Administrative Committee shall not have authority or 
discretion over matters delineated in Section 3(b).

	5.	Shares Subject to Plan.	Subject to adjustment as provided 
in Section 13, the aggregate number or shares subject to options awarded 
under the Plan shall not exceed 30,000 shares of Class A Stock, which may 
be treasury shares reacquired by the Company or authorized and unissued 
shares, or a combination of both.

	6.	Size and Frequency of Option Awards.	In each of the years 
1996 through 1999, inclusive, on the third trading date for Class A Stock

                                    10

following the date of the Company's annual meeting of stockholders, each 
Non-Employee Director who is then an Eligible Director and who has not 
theretofore been awarded an option shall be awarded an option to purchase 
the number of shares of Class A Stock set forth opposite the year below 
(subject to adjustment as provided in Section 13):

					Year			Number
					_______________________________

					1996 ...................	 4,000
					1997 ...................	 3,000
					1998 ...................	 2,000
					1999 ...................	 1,000

	7.	Option Price.	The option price per share under each option 
shall be 100% of the Market Value of Class A Stock on its Award Date, but 
in no event shall the option price be less than the par value per share.

	8.	Exercisability of Options.		Subject to the restrictions 
which follow in this Section 8, each option will be exercisable 
immediately upon award as to 1,000 shares (subject to adjustment as 
provided in Section 13), and on each anniversary of the date of award, 
provided the holder is then a member of the Board of Directors and not an 
employee of the Company or any of its subsidiaries, will become 
exercisable as to an additional 1,000 shares (subject to adjustment as 
provided in Section 13) until such option shall have become exercisable 
in full.  No option may be exercised during the first six months after it 
is awarded, except that this limitation shall not apply in the event of 
death or disability of the participant prior to the expiration of such 
six month period.  In addition, an option may be exercised by a 
participant only during a period beginning on the third business day 
following the date of release of the Company's quarterly or annual 
summary statement of sales and earnings and ending on the twelfth 
business day following such date.  

	9.	Term of Option.		Subject to the next sentence, each 
option, to the extent such option has become exercisable, shall be 
exercisable for ten years from its Award Date, after which the 
unexercised portion thereof shall expire.  In the event of termination of 
service of a participant as a member of the Board of Directors for any 
reason (including without limitation expiration of term without re-
election, resignation, retirement, total disability or death), each 
option previously granted to the participant shall cease to be 
exercisable on the fifth anniversary of the date of termination or, if 
earlier, on the tenth anniversary of the Award Date of such option.  
Subject to the foregoing, upon the death of a participant, options held 
by the participant at death may, to the extent then exercisable, be 
exercised by the legal representative of the deceased participant's 
estate.

	10.	Exercise of Options.	Shares shall be issued to a participant 
pursuant to the exercise of an option only upon receipt by the Company 
from the participant of written notice of exercise, specifying the number 
of shares with respect to which the option is being exercised,

                                    11

accompanied by payment in full, either in cash, by a single exchange of 
shares of Class A Stock already owned by the participant, by a single 
exchange of shares of Common Stock already owned by the participant, or a 
combination thereof, in an amount or having a combined value equal to the 
aggregate option price for the shares subject to the option or portion 
thereof being exercised.  The value of the already owned shares of Class 
A Stock or Common Stock exchanged in full or partial payment for the 
shares purchased upon the exercise of an option shall be equal to the 
aggregate Market Value of such shares on the date of the exercise of such 
option.  If on the date of the exercise of the option the participant is 
a member of the Board of Directors and the sale of the shares with 
respect to which the option is being exercised could subject the 
participant to suit under Section 16(b) of the Exchange Act, the 
participant's written notice of exercise must also be accompanied by such 
elections and related undertakings pursuant to Section 83(b) of the Code 
as the Board Committee may prescribe.

	11.	Nontransferability of Options.	No option shall be 
transferable except by will or the laws of descent and distribution.  
Each option shall be exercisable during the participant's lifetime only 
by the participant or the participant's legal representative.

	12.	Nonalienation of Benefits.	No right or benefit under the Plan 
shall be subject to anticipation, alienation, sale, assignment, pledge, 
encumbrance or charge and any attempt to anticipate, alienate, sell, 
assign, pledge, encumber or charge the same shall be void.  No right or 
benefit under the Plan shall in any manner be liable for or subject to 
the debts, contracts, liabilities or torts of the person entitled to such 
benefits except such claims as may be made by the Company or any 
subsidiary.  If any participant or beneficiary hereunder should become 
bankrupt or attempt to anticipate, alienate, sell, assign, pledge, 
encumber of charge any right or benefit under the Plan, such right or 
benefit shall, in the sole discretion of the Board Committee (or of the 
Administrative Committee acting on behalf of the Board Committee), cease, 
and in such event the Company shall hold or apply the same or any part 
thereof for the benefit of such participant or beneficiary, such person's 
spouse, children or their dependents, or any of them, in such manner and 
in such proportion as the Committee in its sole discretion shall 
determine.

	13.	Adjustment in Number of Shares and Option Price.		In the 
event of any reorganization, recapitalization, reclassification, merger, 
consolidation, or sale of all or substantially all of the Company's 
assets followed by liquidation, which is effected in such a way that 
holders of Class A Stock are entitled to receive securities or other 
assets with respect to or in exchange for Class A Stock (an "Organic 
Change"), the Board Committee shall make appropriate changes to insure 
that each outstanding option thereafter represents the right to purchase, 
in lieu of or in addition to the shares of Class A Stock immediately 
theretofore purchasable upon exercise, such securities or assets as may 
be issued or payable in the Organic Change with respect to or in exchange 
for an equivalent number of shares of Class A Stock; and in the event of 
any stock dividend, stock split or combination of shares, the Board of 
Directors shall make appropriate changes in the number of shares

                                    12

authorized by the Plan to be delivered thereafter, the number of shares 
to be subject to each option thereafter awarded and the number of shares 
as to which each such option is initially exercisable or subsequently 
annually becomes exercisable, and the Board Committee shall make 
appropriate changes in the number of shares covered by and option price 
under each outstanding option, and the number of shares as to which each 
outstanding option is then exercisable or thereafter annually becomes 
exercisable, in order to prevent the dilution or enlargement of option 
rights.  However, no right to purchase a fraction of a share shall be 
created; and if, as a result of any such change, a fractional share would 
result or the right to purchase the same would result, the number of 
shares in question shall be decreased to the next lower whole number of 
shares.  Any such adjustment made by the Board of Directors or the Board 
Committee shall be binding and conclusive upon all participants, the 
Company and all other interested persons.

	14.	Tax Withholding.	The Board Committee (or the Administrative 
Committee acting on behalf of the Board Committee) shall have the power 
to withhold, or to require a participant to remit to the Company, an 
amount sufficient to satisfy any withholding or other tax due with 
respect to the participant's exercise of an option. 

	15.	Amendment.	The Board of Directors may amend the Plan at any 
time; provided that provisions of the Plan of the kind described in 
Rule 16b-3(c)(2)(ii)(A) promulgated under the Exchange Act may not be 
amended more than once every six months, other than to comport with 
changes in the Code, the Employee Retirement Income Security Act, or the 
rules thereunder.

	16.	Discontinuance.		The Board of Directors may terminate the 
Plan at any time; provided, however, that any such termination shall not 
adversely affect any outstanding option without the consent of the 
participant who holds it.

	17.	Effective Date of Plan.	The effective date of the Plan 
shall be March 14, 1996, the date of its adoption by the Board of 
Directors; provided, however, that, notwithstanding Section 6, no option 
shall be awarded under the Plan unless the Plan is approved at the 
Company's 1996 Annual Meeting of Stockholders by a vote sufficient to 
satisfy the requirements of the General Corporation Law of the State of 
Delaware, the American Stock Exchange and Rule 16b-3(a) promulgated under 
the Exchange Act.













                                   13

EX-5

                                                 Exhibit 5

                 [Letterhead of Kirkland & Ellis]


                              September 25, 1996


Pittway Corporation
200 South Wacker Drive 
Suite 700
Chicago, Illinois 60606-5802

           Re: Pittway Corporation 
               Registration Statement on Form S-8

Gentlemen:

          We have acted as special counsel to Pittway Corporation, 
a Delaware corporation (the "Company"), in connection with the 
registration by the Company under the Securities Act of 1933 on the 
Form S-8 Registration Statement to which this opinion is Exhibit 5 
(the "Registration Statement") of up to 30,000 shares of the 
Company's Class A Stock of the par value of $1.00 per share (the 
"Class A Stock"), and up to 30,000 shares of the Company's Common 
Stock of the par value of $1.00 per share (the "Common Stock"), 
issuable by the Company pursuant to the Pittway Corporation 1996 
Director Stock Option Plan (the "Plan").

          In rendering the opinion contained in this letter, we 
have assumed without investigation that the information supplied to 
us by the Company is accurate and complete.

          Based upon and subject to the foregoing, it is our 
opinion that each share of Class A Stock and Common Stock
registered by means of the Registration Statement, when issued
pursuant to the Plan, will be legally issued and, provided the
consideration received by the Company for such share equals or 
exceeds its par value, fully paid and non-assessable.

          We hereby consent to the filing of this opinion as 
Exhibit 5 to the Registration Statement.

                                   Very truly yours,



                                   /s/ Kirkland & Ellis
                                   KIRKLAND & ELLIS












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EX-23.2

                                                           Exhibit 23.2




                     CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby consent to the incorporation by reference in this Registration 
Statement on Form S-8 of our report dated February 21, 1996, which 
appears on page 43 of the 1995 Annual Report to Stockholders of Pittway 
Corporation, which is incorporated by reference in Pittway Corporation's 
Annual Report on Form 10-K for the year ended December 31, 1995.  We also 
consent to the incorporation by reference of our report on the Financial 
Statement Schedules, which appears on page 16 of such Annual Report on 
Form 10-K. 







/s/ Price Waterhouse LLP


Chicago, Illinois
September 20, 1996

































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