Securities and Exchange Commission
                             Washington, D.C. 20549
                      ------------------------------------

                                   Form 11-K


  [x] Annual Report Pursuant to Section 15 (d) of the Securities Exchange Act
                                    of 1934
                  For the fiscal year ended December 31, 2002


                                       OR


  [ ] Transition Report Pursuant to Section 15 (d) of the Securities Exchange
                                  Act of 1934


                         Commission file number 1-6003



               Federal Signal  Corporation 401(K) Retirement Plan (Full
     title of plans and address of plans if different from that of the issuer
                                  named below)



                           Federal Signal Corporation
                       1415 West 22nd Street, Suite 1100
                           Oak Brook, Illinois 60523
                        --------------------------------
             (Name of issuer of the securities held pursuant to the
            plans and the address of its principal executive office)




                              Required Information
                              --------------------

Item 4

     In lieu of the  financial  statements  required  by Items  1-3, the Plan is
submitting  financial  statements  prepared  in  accordance  with  the financial
reporting  requirements  of ERISA  for the years  ended  December  31,  2002 and
2001 and December 30, 2001.







                                  SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Plan Administrative Committee has duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.


Date:  June 30, 2003                         FEDERAL SIGNAL CORPORATION
                                             401(K) RETIREMENT PLAN



                                             By: /s/ Joseph J. Ross
                                                 ---------------------
                                                 Joseph J. Ross
                                                 Plan Administrative Committee


                                             By: /s/ Kim A. Wehrenberg
                                                 ---------------------
                                                 Kim A Wehrenberg
                                                 Plan Administrative Committee


                                             By: /s/ Paul J. Wittig
                                                 ---------------------
                                                 Paul J. Wittig
                                                 Plan Administrative Committee





                           FEDERAL SIGNAL CORPORATION
                             401(K) RETIREMENT PLAN

                              FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001,
                              AND DECEMBER 30, 2001







                               CONTENTS



                                                                  Page

Independent Auditor's Report                                        1

Statement of Net Assets Available for Benefits,
December 31, 2002 and 2001, and December 30, 2001                   2

Statement of Changes in Net Assets Available for Benefits,
Year Ended December 31, 2002, One Day Ended December 31,
2001, and Year Ended December 30, 2001                              3

Notes to Financial Statements,
December 31, 2002 and 2001, and December 30, 2001                   4

Supplemental Schedule:

   Schedule H, Line 4i - Schedule of Assets Held
   for Investment Purposes, December 31, 2002                       9












                   INDEPENDENT AUDITOR'S REPORT

Plan Administrator
Federal Signal Corporation
401(k) Retirement Plan

We have audited the accompanying  statement of net assets available for benefits
of Federal Signal Corporation 401(k) Retirement Plan as of December 31, 2002 and
2001, and December 30, 2001, and the related  statement of changes in net assets
available  for the  benefits for the year ended  December 31, 2002,  the one day
ended December 31, 2001, and the year ended December 30, 2001.  These  financial
statements are the responsibility of the Plan's  management.  Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted  our audits in accordance  with U.S.  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the net assets available for benefits of the Plan as of
December 31, 2002 and 2001, and December 30, 2001, and the changes in net assets
available for benefits for the year ended  December 31, 2002,  the one day ended
December 31, 2001, and the year ended December 30, 2001, in conformity with U.S.
generally accepted accounting principles.

Our audits  were  conducted  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedule of
assets held for investment purposes at year end is presented for the purposes of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure  under the Employee  Retirement  Income
Security  Act of 1974.  The  supplemental  schedule  has been  subjected  to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion,  is fairly  stated in all  material  respects in relation to the
basic financial statements taken as a whole.

PHILIP ROOTBERG & COMPANY, LLP

Chicago, Illinois
June 6, 2003






FEDERAL SIGNAL CORPORATION
401(K) RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

                                                                  


                                                     December 31,          December 30,
Assets                                          2002             2001           2001
                                            -----------     -----------    -----------
  Contributions receivable from:
   Federal Signal Corporation              $  4,471,714    $  4,227,198   $  4,227,198
   Participants                                 803,498         810,813        810,813
  Dividends and interest receivable               -               -            497,036
  Investments at fair value:
   Vanguard Wellington Fund                  14,483,522      14,791,764     14,840,620
   Vanguard Explorer Fund                     7,229,626       8,805,379      8,888,227
   Vanguard Index 500 Portfolio              31,163,151      40,100,536     40,509,419
   Vanguard Primecap Fund                    28,008,881      37,497,010     37,872,908
   Vanguard Retirement Savings Trust         49,537,397      44,955,583     44,742,395
   Federal Signal Corporation common stock   28,672,576      32,432,843     33,127,416
   Vanguard International Growth Fund           921,972       1,046,317      1,040,741
   Vanguard Total Bond Market Index Fund      3,687,088       1,760,428      1,746,012
  Participant Loan Fund                       4,796,755       4,997,564      4,973,494
                                            -----------     -----------    -----------

Net Assets Available for Benefits          $173,776,180    $191,425,435   $193,276,279
                                            ===========     ===========    ===========






See accompanying notes to financial statements




FEDERAL SIGNAL CORPORATION
401(K) RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

                                                                    

                                            Year Ended     One Day Ended     Year Ended
                                           December 31,      December 31,    December 30,
                                               2002              2001           2001
					   -----------       -----------     ----------
Additions


  Contributions from employer              $ 5,631,913     $        -     $  5,484,759
  Contributions from participants           11,809,228              -       12,022,512
  Transfer of assets from plan mergers            -                 -          446,006
  Interest and dividends                     4,932,726            6,852      6,184,099
  Net realized and unrealized gains
   (losses) in fair value of investments:
     Mutual funds                          (23,083,082)      (1,201,292)   (12,033,025)
     Common stock                           (3,685,323)      (  654,690)     4,854,474
                                            ----------        ---------     ----------

                                            (4,394,538)      (1,849,130)    16,958,825
                                            ----------        ---------     ----------

Deductions

  Withdrawals by participants               (13,235,795)     (    1,714)   (11,166,019)
  Other                                     (    18,922)            -      (    20,990)
                                            -----------      ----------    -----------

                                            (13,254,717)     (    1,714)   (11,187,009)
                                            -----------      ----------    -----------

Net Additions (Deductions)                  (17,649,255)     (1,850,844)     5,771,816

Net Assets Available for Benefits -
  Beginning of Period                       191,425,435     193,276,279    187,504,463
                                            -----------     -----------    -----------
Net Assets Available for Benefits -
  End of Period                            $173,776,180    $191,425,435   $193,276,279
                                            ===========     ===========    ===========





See accompanying notes to financial statements




FEDERAL SIGNAL CORPORATION
401(K) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2002 and 2001, and December 30, 2001


1 - Significant Accounting Policies

    Basis of Accounting - The accompanying  financial statements are prepared on
    the accrual basis of accounting.

    Estimates - The preparation of financial  statements in conformity with U.S.
    generally accepted accounting  principles requires the plan administrator to
    make  estimates and  assumptions  that affect certain  reported  amounts and
    disclosures. Accordingly, actual results may differ from those estimates.

    Valuation of  Investments  - Shares of registered  investment  companies are
    valued at quoted market prices which represent the net asset value of shares
    held by the Federal  Signal  Corporation  401(k)  Retirement  Plan ("Plan").
    Values for Federal Signal Corporation  ("Company") common stock are based on
    the December 31, 2002 and 2001,and December 30, 2001, closing prices.

    Accounting  Method - Security  transactions  are  accounted  for on the date
    securities are purchased or sold (trade date).  Dividend  income is recorded
    on the ex-dividend  date.  Interest  income is recognized  when earned.  Net
    realized  and  unrealized  appreciation  is  recorded  in  the  accompanying
    financial  statements as net realized and unrealized  gains (losses) in fair
    value of investments.  Contributions  are recognized  based on payroll dates
    and accrued if applicable.

    Fees - Investment  advisory fees for portfolio  management of Vanguard Funds
    are paid directly from fund earnings and will not reduce assets of the Plan.
    Purchase  fees, if  applicable,  are paid by the  participants  investing in
    those funds which are subject to such fees.


2  -  Description of Plan

    The following  description  of the Plan  provides only general  information.
    Participants  should  refer  to  the  Plan  agreement  for a  more  complete
    description of the Plan's provisions.

    General - The Plan is a defined contribution plan covering a majority of the
    Company's  employees who have three months of service.  It is subject to the
    provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
    On April 1, 1994,  the Plan sponsor  adopted the Vanguard  Prototype  401(k)
    Savings  Plan.  On January 1, 2002,  the Plan  sponsor  restated the Plan by
    adopting  the  Vanguard   Qualified   Retirement   Plan  and  Trust  Defined
    Contribution Basic Plan Document 01. The Plan is sponsored by the Company.

    Contributions  - In  2001,  participants  at  most  divisions  were  able to
    contribute up to 15% of pretax annual compensation,  as defined in the Plan,
    and  after-tax  contributions  of up to 6%  of  compensation,  limited  to a
    maximum  employer and employee  contribution  of 23% as defined in the Plan.
    Commencing January 1, 2002, participants at most divisions can contribute up
    to 40% of pretax annual compensation,  as defined in the Plan, and after tax
    contributions   of  up  to  6%.   Participants  may  also  transfer  amounts
    representing   distributions   from  other  qualified   defined  benefit  or
    contribution  plans.  Company  contributions  are based on a  percentage  of
    employee  contributions  or as a  discretionary  amount  based  on  eligible
    employee compensation and/or hours/months worked.





    Effective  June 1,  2002,  the Plan was  amended  to add an  employee  stock
    ownership feature wherein all employer contributions are invested in Company
    stock.  However, the participants are allowed to transfer their funds out of
    Company stock at any time. The amendment also provides for the  participants
    to have the option of receiving  Company stock  dividends in cash instead of
    having the dividends automatically reinvested in the Plan.

    Participant  Accounts  - Each  participant's  account is  credited  with the
    participant's contribution and allocations of (a) the Company's contribution
    and (b) plan  earnings  and is  charged  with an  allocation  of  investment
    management  fees and, for  terminated  employees,  administrative  expenses.
    Allocations  are based on  participant  earnings  or  account  balances,  as
    defined.  Forfeited balances of terminated  participants' nonvested accounts
    are used to reduce future Company  contributions  depending on the division.
    The benefit to which a  participant  is entitled is the benefit  that can be
    provided from the participant's vested account.

    Vesting - Participants are immediately  vested in their  contributions  plus
    actual earnings thereon. Vesting in the Company's matching and discretionary
    contribution portion of their accounts plus actual earnings thereon is based
    on years of continuous  service.  A  participant  is 100% vested after three
    years of credited  service,  except for the participants  from the Emergency
    One division,  who are  immediately  vested in the  Company's  discretionary
    contribution.  Commencing July 1, 2002,  participants are immediately vested
    in the  dividends  from  Company  stock  that  were  paid  to the  Plan  and
    reinvested in Company stock at the participant's election.

    Investment  Options - Upon  enrollment in the Plan, a participant may direct
    employee  contributions in 5% increments in a variety of investment  choices
    at Vanguard  Fiduciary  Trust Company  ("Vanguard")  including the Company's
    common stock.  Participants may change their investment by calling Vanguard.
    Commencing July 1, 2002, all Company  contributions  are invested in Company
    stock.  The  participants  have the  option of  transferring  balances  from
    Company stock to other investment choices without restriction.

    Participant  Notes  Receivable  -  Participants  may  borrow  from their own
    contributions  a minimum  of $1,000 up to a maximum  equal to the  lesser of
    $50,000 or 50% of their account balance.  Loan transactions are treated as a
    transfer to (from) the investment fund from (to) the participant  loan fund.
    Loans are required to be repaid within five years, with the exception that a
    loan which is used to acquire a principal residence may be repaid within ten
    years. The loans are secured by the balance in the participant's account and
    bear  interest at a rate of prime plus one percent.  Principal  and interest
    are paid ratably through payroll deductions.

    Payment of  Benefits  -  Participants  are  eligible  to receive  the vested
    portion of their plan account upon retirement, termination of employment, or
    total and  permanent  disability.  Payment will  generally be made in a lump
    sum.

    Forfeited  Accounts - As of December  31, 2002 and 2001,  and  December  30,
    2001,  forfeited  nonvested  accounts totaled $39,308,  $42,889 and $43,322,
    respectively.   These   accounts   are  used  to  reduce   future   employer
    contributions.  Also,  during the years ended December 31, 2002 and December
    30,  2001,  employer  contributions  were  reduced by $42,889  and  $38,062,
    respectively, from forfeited nonvested accounts.





3 - Non-Participant-Directed Investments

    In accordance  with the adoption of Statement of Position 99-3,  "Accounting
    for and Reporting of Certain Defined Contribution Plan Investments and Other
    Disclosure  Matters,"  the  following  information  about net assets and the
    significant  components  of  changes in net assets  available  for  benefits
    relating to non-participant-directed investments is being disclosed:


                                                   December 31,     December 30,
                                                 2002       2001        2001
       Net Assets:                          ----------  ----------   ----------
        Contribution receivable from
         Federal Signal Corporation         $    -      $1,917,434   $1,917,434
        Dividend receivable                      -           -           82,126
        Federal Signal Corporation
         common stock                            -       9,943,315   10,062,109
                                            ----------  ----------   ----------

                                           $     -     $11,860,749  $12,061,669
                                            =========   ==========   ==========


                                                        One Day
                                         Year Ended      Ended       Year Ended
                                        December 31,  December 31,  December 30,
					   2002          2001           2001
                                        -----------   -----------   -----------

       Changes in Net Assets:
        Contributions from employer   $    213,192   $     -        $ 2,637,013
        Interest and dividends              89,178         -            244,012
        Net realized and unrealized
         gains (losses)                    510,981    (  200,920)     1,422,373
        Withdrawals by participants    (   877,033)        -         (1,022,056)
        Reclassified to participant-
         directed investments          (11,797,067)        -         (1,381,451)
                                        ----------     ---------      ---------
       Net Additions (Deductions)     $(11,860,749)  $(  200,920)   $ 1,899,891
                                        ==========     =========      =========

4 - Related Party Transactions

    Substantially all assets of the Plan are held in trust by Vanguard,  trustee
    for the Plan.  Administrative and trustee fees in the amount of $167,743 and
    $103,810,  respectively,  were paid during the years ended December 31, 2002
    and December 30, 2001, by the Company.

    The Plan has no reportable  transactions with nonexempt  parties-in-interest
    as defined by the  Department of Labor for the year ended December 31, 2002,
    the one day ended December 31, 2001, and the year ended December 30, 2001.


5 - Plan Merger

    The Company  purchased the Dico  Corporation in 1994 and, as a result of the
    acquisition,  the Dico Corporation 401(k) Plan ("Dico Plan") was effectively
    merged into the Plan on December 31, 1994. The Dico Plan assets consisted of
    insurance  contracts that expired in 2001 and participant loans.  Nationwide
    Insurance Company  administered the insurance  contracts,  participant loans
    and participant  accounts through October 16, 2001, at which time the assets
    were  transferred to the Plan's trust. On the date of the transfer,  the net
    assets of the Dico Plan were valued at $446,006.


6 - Income Tax Status

    The Internal Revenue Service ("IRS") issued a favorable opinion letter dated
    September 7, 1994, for the Vanguard Prototype 401(k) Savings Plan, which was
    adopted by the Plan  sponsor on April 1,  1994.  The IRS issued a  favorable
    opinion letter dated August 22, 2001, for the Vanguard Qualified  Retirement
    Plan and Trust  Defined  Contribution  Basic  Plan  Document  01,  which was
    adopted by the Plan sponsor on January 1, 2002.  The IRS letters  state that
    the prototype  plans are  acceptable  under the  applicable  sections of the
    Internal  Revenue  Code  ("IRC").  The IRS  issued  favorable  determination
    letters  dated July 31, 1996,  and April 1, 2003,  which state that the Plan
    and related trust are designed in accordance with applicable sections of the
    IRC.


7 - Plan Termination

    The Company has the right under the Plan to discontinue its contributions at
    any time and to terminate the Plan subject to the  provisions  of ERISA.  In
    the event of Plan termination, participants will become 100% vested in their
    accounts.  The Company has not  expressed  any intent to terminate the Plan.
    However,  effective April 1, 2003, the Company has  discontinued the Company
    contributions for the ClappDico division employees.












                              SUPPLEMENTAL SCHEDULE






FEDERAL SIGNAL CORPORATION 401(K) RETIREMENT PLAN                    Schedule 1
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES
December 31, 2002


                                 EIN: 36-1063330

                                     PN: 003

                                                                          


                                               (c)                                         (e)
       (b)                                Description of                     (d)         Current
(a)  Identity of Issue                      Investment                      Cost          Value
---  -----------------             ----------------------                ----------    ----------
 *   Vanguard Wellington Fund      Registered Investment Company       $ 16,082,240   $ 14,483,522

 *   Vanguard Explorer Fund        Registered Investment Company          9,434,994      7,229,626

 *   Vanguard Index 500 Portfolio  Registered Investment Company         33,180,526     31,163,151

 *   Vanguard Primecap Fund        Registered Investment Company         33,562,089     28,008,881

 *   Vanguard Retirement
       Savings Trust               Common/Collective Trust               49,537,397     49,537,397

 *   Federal Signal Corporation
       Common Stock                Common Stock                          29,516,008     28,672,576

 *   Vanguard International
       Growth Fund                 Registered Investment Company          1,358,528        921,972

 *   Vanguard Total Bond
       Market Index Fund           Registered Investment Company          3,597,555      3,687,088

 *   Participant Loan Fund         Interest at Rates From 5.25% to 10.5%      -          4,796,755



* A party-in-interest as defined by ERISA.