FEDERAL SIGNAL CORP /DE/ — Director's Dealing 2009

Mar 27, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FEDERAL SIGNAL CORP /DE/ (fss)
CIK: 0000277509
Period of Report: 2008-10-06

Reporting Person: LIETZ FRED H (V.P. & Chief Procurement Off.)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-10-06	Phantom Stock	$	A	14.23	Acquired		Common Stock (14.23)	Direct
2008-10-20	Phantom Stock	$	A	37.819	Acquired		Common Stock (37.819)	Direct
2008-11-03	Phantom Stock	$	A	40.323	Acquired		Common Stock (40.323)	Direct
2008-11-18	Phantom Stock	$	A	50.024	Acquired		Common Stock (50.024)	Direct
2008-12-01	Phantom Stock	$	A	55.827	Acquired		Common Stock (55.827)	Direct
2008-12-22	Phantom Stock	$	A	41.293	Acquired		Common Stock (41.293)	Direct
2008-12-29	Phantom Stock	$	A	43.449	Acquired		Common Stock (43.449)	Direct
2009-03-03	Phantom Stock	$	A	103.633	Acquired		Common Stock (103.633)	Direct

Footnotes

F1: Each share of phantom stock is the economic equivalent of one share of FSS common stock. The shares of phantom stock will be settled in cash, either as a lump sum or in annual installments, upon termination of the reporting person's employment with FSS or the disability of the reporting person.

F2: Shares held in Savings Restoration Plan (formerly Rabbi Trust Plan).