January 19, 2006

By Facsimile and U.S. Mail

Stuart Gelfond, Esq.
Fried, Frank, Harris Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004

	Re:	SPX Corporation
		Schedule TO-I
		Filed January 6, 2006

Dear Mr. Gelfond:

	We have the following comments on the above-referenced
filing:

Material United States Tax Considerations, page 9
1. Please eliminate the statements that the discussion is included
"for general information only" and that "all descriptions of tax
considerations are for Holders` guidance only and are not tax
advice".  Also, while you may recommend that investors consult
their
own tax advisors with respect to tax consequences that may vary on
an
individual basis, you may not tell them they "should" them to do
so.
Eliminate this language from pages (i) and 10.  These statements
suggest that security holders may not rely on the description of
material tax consequences included in the document.

Additional Information, page 11
2. Please note that the Commission has moved.  The SEC`s new
address
is 100 F Street, NE, Washington, DC, 20549.  Also note that the
SEC`s
regional offices no longer provide public reference rooms.
3. Schedule TO does not specifically allow you to forward
incorporate
disclosure in subsequently filed documents.  Please revise this
section accordingly and confirm that you will amend the document
to
incorporate any subsequently filed reports.  Refer to General
Instruction F of Schedule TO and Rules 13e-4(c)(3) and 13e-
4(e)(3),
which require you to amend the Schedule to reflect a material
change
in the information previously disclosed.

Closing Comments

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      *  *  *

      Please respond to these comments by promptly amending the
filing and submitting a response letter filed via EDGAR under the
label "CORRESP."  If the information you provide in response to
our
comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a
manner reasonably calculated to inform them of the new
information.
If you do not agree with a comment, please tell us why in your
response.  Direct any questions to me at (202) 551-3262.  You may
also contact me by facsimile at (202) 772-9203.

      Sincerely,



      Abby Adams
      Special Counsel
      Office of Mergers and Acquisitions
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Stuart Gelfond, Esq.
January 19, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE