UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~FORM 8-K

~~Current~~CURRENT ~~Report~~REPORT

Pursuant to Section 13 orOR 15(d) of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)~~: 06/15/~~ July 5, 2006 (June 30, 2006)

~~GLOBAL~~Global ~~SIGNAL~~Signal ~~INC~~Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 00-132168

Delaware

001-32168

65-0652634

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

Delaware		65-0652634
301 North Cattlemen Road, Suite 300, Sarasota, Florida		34232
(State or other jurisdiction of		(IRS Employer
(Address of principal executive offices)		(Zip Code)
incorporation)		Identification No.)

~~301~~Registrant’s ~~North~~telephone ~~Cattlemen~~number, ~~Road~~including area code (941) 364-8886

~~Suite~~(Former ~~300~~name or former address, if changed since last report.)

~~Sarasota,~~Check ~~Florida~~the ~~34232~~appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~(Address~~¨ ofWritten ~~principal~~communications ~~executive~~pursuant ~~offices,~~to ~~including~~Rule ~~zip~~425 ~~code~~under the Securities Act (17 CFR 230.425)

~~(941)~~¨ ~~364~~Soliciting material pursuant to Rule 14a-~~8886~~12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(~~Registrant’s~~b) ~~telephone~~under ~~number,~~the ~~including~~Exchange ~~area~~Act ~~code~~(17 CFR 240.14d-2(b) )

~~(Former~~¨ ~~name~~Pre-commencement orcommunications ~~former~~pursuant ~~address,~~to ifRule ~~changed~~13e-4(c) ~~since~~under ~~last~~the ~~report)~~Exchange Act (17 CFR 240.13e-4(c))

~~Check~~Item 1.01 ~~the~~Entry ~~appropriate~~Into ~~box~~a ~~below~~Material ifDefinitive ~~the~~Agreement ~~Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~

~~[ ] Written~~On ~~communications~~June 30, ~~pursuant~~2006, toGlobal ~~Rule~~Signal ~~425~~Inc. ~~under~~ (the ~~Securities~~“Company”) ~~Act~~executed ~~(17~~several ~~CFR~~restricted ~~230.425)~~shares award agreements, substantially in the form filed ~~[ ] Soliciting~~herewith ~~material~~as ~~pursuant~~Exhibit to10.01 ~~Rule~~— ~~14a-12~~Form ~~under~~of ~~the~~Restricted ~~Exchange~~Shares ~~Act~~Award Agreement (17the ~~CFR~~“Restricted ~~240.14a-12~~Shares Award Agreement”) ~~[ ] Pre-commencement~~ ~~communications~~and ~~pursuant~~incorporated toherein ~~Rule~~by ~~14d-2(b)~~reference ~~under~~in ~~the~~its ~~Exchange~~entirety, ~~Act~~with ~~(17~~certain ~~CFR~~employees, ~~240.14d-2(b)) [ ] Pre-commencement~~including ~~communications~~those listed below, pursuant to the ~~Rule~~Global ~~13e-4(c)~~Signal ~~under~~Inc. ~~the~~Omnibus ~~Exchange~~Stock ~~Act~~Incentive ~~(17~~Plan ~~CFR 240.13e-4~~(cthe “Plan”)) .

~~Information~~Agreements towere bemade ~~included~~with the following executive officers, awarding restricted shares, in each case effective as of July 1, 2006 (the ~~report~~“Grant Date”): Jeffrey A. Klopf (15,000 restricted shares), Michael Schmidt (12,500 restricted shares), Brett Buggeln (10,000 restricted shares), Jeffrey Foster (10,000 restricted shares) and Thomas Guard (10,000 restricted shares).

A copy of the Plan was filed as Exhibit 10.13 to the ~~Item~~Company’s 8Annual Report on Form 10-K, filed on March 16, 2006, and is incorporated herein by reference.~~01. Other~~ ~~Events~~The following is a summary of the material terms of the Restricted Shares Award Agreement, which is qualified in its entirety be reference to Exhibit 10.1:

The Company issued to the employee restricted shares of common stock, par value $0.01 per share, of the Company On(the ~~June~~“Restricted 15Stock”), effective as of the Grant Date. The interest of the employee in the Restricted Stock shall vest as to 20% on December 31, 2006 and as to an additional 20% on each succeeding December 31, ~~Global~~so ~~Signal~~as ~~Inc.~~to ~~issued~~be a100% vested ~~press~~on ~~release~~December 31, ~~attached~~2010, ~~hereto~~conditioned ~~and~~upon ~~incorporated~~the ~~herein~~employee’s bycontinued ~~reference~~employment with the Company as ~~Exhibit~~of 99each vesting date.1 Notwithstanding the foregoing, ~~announcing~~20% ~~that~~of ~~its~~the ~~Board~~Restricted Stock of ~~Directors~~the ~~has~~employee ~~declared~~shall vest, and the remainder of the Restricted Stock shall be forfeited, upon a ~~common~~termination ~~stock~~of ~~cash~~the ~~dividend~~employee’s toemployment $0by the Company other than for cause or by the employee for good reason.~~525~~ ~~per~~100% ~~share~~of the then unvested Restricted Stock of the employee shall vest in the event of both (i) a change of control and (ii) employee’s employment is terminated other than for cause or employee terminates his or her employment for good reason within 12 months of the ~~second~~change ~~quarter~~of control. 100% of ~~2006~~the then unvested restricted stock will vest in the event of the employee’s death or disability (as defined in the Plan). Except as otherwise set forth in the Restricted Shares Award Agreement, ~~payable~~if onthe ~~July~~employee’s 20employment with the Company is terminated for any reason, ~~2006~~the Restricted Stock subject to ~~holders~~the provisions of ~~record~~the Restricted Shares Award Agreement which has not vested at the time of ~~Global~~the ~~Signal'~~employee’s ~~common~~termination ~~stock~~of asemployment ofshall ~~July~~be 6forfeited by the employee, ~~2006~~and ownership transferred back to the Company. The Restricted Stock may not be sold, pledged or otherwise transferred until the Restricted Stock becomes vested. The employee shall have all the rights of a shareholder, including the right to vote and receive cash dividends, with respect to the Restricted Stock.

~~Item~~ ITEM 9.01~~. Financial~~ ~~Statements~~FINANCIAL ~~and~~STATEMENTS ~~Exhibits~~ AND EXHIBITS

Signature(s)


EXHIBIT NO.		DESCRIPTION
10.1		Form of Restricted Shares Award Agreement

SIGNATURE

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.

		GLOBAL SIGNAL INC.
Date: June 15, 2006	By:	/s/ Jeffrey A. Klopf
		Jeffrey A. Klopf
		Executive Vice President, General Counsel and Secretary

GLOBAL SIGNAL INC.

(Registrant)

/s/ Jeffrey A. Klopf

Jeffrey A. Klopf

Executive Vice President, General Counsel and Secretary

~~Exhibit~~Date: ~~Index~~July 5, 2006

Exhibit No.		Description
EX-99.1		Press release dated June 15, 2006

EXHIBIT INDEX

Exhibit

Number

Exhibit

10.1

Form of Restricted Shares Award Agreement

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