SCHEDULE 14A
                                (RULE 14A-101)
                   INFORMATION REQUIRED IN PROXY STATEMENT
                           SCHEDULE 14A INFORMATION
         Proxy Statement Pursuant to Section 14(a) of the Securities
                             Exchange Act of 1934

Filed by the Registrant  [   ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X]   Preliminary Proxy Statement         [   ] Confidential, for Use of the
[   ] Definitive Proxy Statement                Commission Only (as Permitted
[   ] Definitive Additional Materials           by Rule 14a-6(e)(2))
[   ] Soliciting Material Pursuant to
      240.14a-11(c) or 240.14a-12
- -------------------------------------------------------------------------------
                                 Echlin Inc.
               (Name of Registrant as Specified In Its Charter)
- -------------------------------------------------------------------------------
                               SPX Corporation
     (Name of Person(s) Filing Proxy Statement, if other than Registrant)
- -------------------------------------------------------------------------------
Payment of Filing Fee (Check the appropriate box):

[X]   No fee required
[   ] Fee computed on table below per Exchange Act Rules 14a-6(i) and 0-11:
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      2)    Aggregate number of securities to which transaction applies:

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      3)    Per unit price or other underlying transaction computed pursuant
            to Exchange Act Rule 0-11:

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      4)    Proposed maximum aggregate value of transaction:

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      5)    Total fee paid:

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[   ] Fee paid previously with preliminary materials.
[   ] Check box if any part of the fee is offset as provided  by Exchange  Act
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      paid   previously.   Identify  the  previous   filing  by   registration
      statement number, or the Form of Schedule and the date of its filing:
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      4)    Date Filed:

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       PRELIMINARY SOLICITATION MATERIAL DATED FEBRUARY 17, 1998
                         SUBJECT TO COMPLETION
                            SPX CORPORATION
                        Solicitation Statement
               to Call a Special Meeting of Shareholders
                                  of
                              ECHLIN INC.

     SPX Corporation, a Delaware corporation ("SPX"), is asking you to
help it call a special meeting of  shareholders (a "Special  Meeting")
of Echlin Inc., a Connecticut  corporation  (the  "Company"),  for the
purpose  of voting  to  remove  the  current  members  of the Board of
Directors of the Company and replace them with SPX's nominees.

     SPX today delivered a letter to the Company containing a proposal
for a strategic  business  combination  of the  Company  with SPX (the
"Proposed Business Combination"), in which shareholders of the Company
would  receive  for each of their  shares of common  stock,  par value
$1.00,  of  the  Company  ("Shares")  (together  with  the  associated
preferred stock purchase right (the  "Rights")),  the amount of $12.00
net in cash and 0.4796 share of SPX's common  stock,  par value $10.00
("SPX  Common  Stock")  (the  "Consideration").  The SPX Common  Stock
component  has a value of $36.00,  and the total  Consideration  has a
value of $48.00,  based on the $75-1/16  closing price on the New York
Stock  Exchange of a share of SPX Common  Stock on February  13, 1998,
the  last  trading  date  preceding  the  date  of  this  Solicitation
Statement. The Consideration represents a 23% premium over the $38-7/8
price  at  which a Share  closed  on the New York  Stock  Exchange  on
February 13, 1998, and a 32% premium over the average trading price at
which a Share  closed on the New York  Stock  Exchange  during  the 30
trading  days  preceding  the  date  of this  Solicitation  Statement.
Immediately  following  the  consummation  of  the  Proposed  Business
Combination  and after giving effect to the issuance of the SPX Common
Stock in the transaction, shareholders of the Company (other than SPX)
would  own  approximately  70% of the then  outstanding  shares of SPX
Common Stock.

     SPX believes  that the  Proposed  Business  Combination  would be
advantageous to the shareholders of both companies.  See "The Proposed
Business Combination, the Exchange Offer and the Merger." The Company,
however,   in  past   meetings  and   correspondence   with  SPX,  has
consistently  advised SPX that the Company and its Board of  Directors
have no interest in pursuing discussions with SPX.

     The Company has Rights  outstanding,  issued pursuant to a Rights
Agreement  dated as of June 30,  1989,  between  the  Company  and The
Connecticut Bank and Trust Company, N.A., as rights agent (the "Rights
Agreement"),  which  purports  to prevent  SPX from  consummating  the
Proposed  Business  Combination  without the approval of the Company's
Board of  Directors.  Likewise,  Sections  840-845 of the  Connecticut
Business  Corporation Act (the  "Connecticut  Business Act") governing
business  combinations (the "Business  Combination  Statutes") present
certain  obstacles  to  the  consummation  of  the  Proposed  Business
Combination  absent  Board  approval.  See  "Reason  to Call a Special
Meeting."

     Consequently,  SPX is asking its fellow  shareholders to join SPX
in executing  written  demands upon the Company that a special meeting
be called and held  ("Demands") in order to remove the entire Board of
Directors  of the  Company  and elect  SPX's  nominees to the Board in
their place. SPX expects that if SPX's nominees are elected, they will
act  to  facilitate  the   consummation   of  the  Proposed   Business
Combination,  subject to their  fiduciary  duties as  directors of the
Company.

          Under  applicable  law, the Special  Meeting must be held if
holders of outstanding  Shares  representing in the aggregate at least
35% of all the votes  entitled to be cast on any issue  proposed to be
considered  at the Special  Meeting  demand in writing  that a special
meeting  of  shareholders  be  held.   Based  on  publicly   available
information,  as of December  31,  1997,  the  Company had  63,169,129
Shares  outstanding;  as of  November  5, 1997,  one  director  of the
Company owned beneficially  634,392 Shares and the other directors and
the 12 executive officers of the Company as a group owned beneficially
365,537   Shares   (including   12,900  Shares  and  265,870   Shares,
respectively,  issuable upon exercise of stock options  exercisable on
November  5,  1997  or  within  60  days of  that  date),  or,  in the
aggregate,  approximately  1.58% of the Shares outstanding (on a fully
diluted basis).  SPX owns 1,150,150 Shares, or approximately  1.82% of
the outstanding Shares (on a fully diluted basis).

     SPX has  requested  that  the  Company  provide  it with  certain
records,  including a list of  shareholders  of the Company,  so as to
enable  SPX to  send  this  Solicitation  Statement  to the  Company's
shareholders.

     This  Solicitation  Statement  and the GOLD DEMAND CARD are first
being mailed or furnished to the Company's  shareholders on or about [
,] 1998.

     AT THIS TIME SPX IS SOLICITING YOUR WRITTEN DEMAND THAT A SPECIAL
MEETING OF  SHAREHOLDERS BE CALLED AND HELD. SPX IS NOT NOW SOLICITING
YOUR PROXY TO VOTE ON THE  REMOVAL OF THE  EXISTING  DIRECTORS  OR THE
ELECTION OF SPX'S  NOMINEES IN THEIR PLACE.  ONCE THE SPECIAL  MEETING
HAS BEEN CALLED, SPX WILL SEND YOU SEPARATE PROXY MATERIALS URGING YOU
TO TAKE SUCH ACTION.

     IMPORTANT  NOTE:  IF YOU HOLD  YOUR  SHARES IN THE NAME OF ONE OR
MORE BROKERAGE  FIRMS,  BANKS OR NOMINEES,  ONLY THEY CAN EXERCISE THE
RIGHT WITH  RESPECT TO YOUR  SHARES TO MAKE A WRITTEN  DEMAND THAT THE
SPECIAL  MEETING  BE CALLED  AND HELD,  AND ONLY UPON  RECEIPT OF YOUR
SPECIFIC INSTRUCTIONS.  ACCORDINGLY,  IT IS CRITICAL THAT YOU PROMPTLY
SIGN  AND  DATE THE  GOLD  DEMAND  CARD  AND  MAIL IT IN THE  ENVELOPE
PROVIDED BY YOUR  BROKER,  BANK,  OR NOMINEE SO THAT THEY CAN EXERCISE
THE RIGHT TO MAKE A DEMAND ON YOUR BEHALF.

     A registration  statement relating to the securities of SPX to be
issued in connection  with the Exchange  Offer has been filed with the
Securities and Exchange  Commission but has not yet become  effective.
Such  securities  may not be sold nor may  offers  to buy be  accepted
prior to the time the registration  statement becomes effective.  This
Solicitation  Statement  shall not  constitute an offer to sell or the
solicitation  of an offer to buy nor shall  there be any sale of these
securities  in any state in which  such  offer,  solicitation  or sale
would be unlawful prior to  registration  or  qualification  under the
securities laws of any such state.



                                SUMMARY

     The  information  below is  qualified in its entirety by the more
detailed   information   appearing   elsewhere  in  this  Solicitation
Statement,  including any documents  incorporated in this Solicitation
Statement by reference. SPX urges you to read this entire Solicitation
Statement  carefully.  Certain  capitalized terms used in this Summary
are defined elsewhere in this Solicitation Statement.  The information
below  and   elsewhere  in  this   Solicitation   Statement   includes
forward-looking   statements,   including  all  statements  about  the
operations and expected benefits of the Proposed Business Combination,
and is subject to risks,  uncertainties  and other factors which could
cause  actual  results  to  differ   materially  from  future  results
expressed or implied by such forward-looking statements.


 SPX.

     SPX  is  a  global  provider  of  Vehicle  Service  Solutions  to
franchised  dealers of motor  vehicle  manufacturers  and  independent
service  locations,  Service  Support  to vehicle  manufacturers,  and
Vehicle  Components to the worldwide  motor vehicle  industry.  SPX is
comprised  of two business  segments.  The Service  Solutions  segment
includes  operations that primarily  design,  manufacture and market a
wide range of specialty  service tools,  equipment and services to the
global motor vehicle industry.  Major customers are franchised dealers
of motor vehicle manufacturers, aftermarket vehicle service facilities
and independent  distributors.  Vehicle Components includes operations
that  primarily  design,   manufacture  and  market  transmission  and
steering   components  for  light  and  heavy  duty  vehicle  markets,
principally  in North  America and  Europe.  Major  customers  of this
segment include vehicle manufacturers,  other component  manufacturers
and the  aftermarket.  SPX's corporate  headquarters is located at 700
Terrace Point Drive,  Muskegon, MI 49443-3301,  telephone number (616)
724-5000.

     SPX Common  Stock  trades on the New York Stock  Exchange and the
Pacific Stock Exchange  under the symbol "SPW".  On February 13, 1998,
the last trading day before the date of this  Solicitation  Statement,
the closing price of a share of SPX Common Stock was $75-1/16.


 THE PROPOSED BUSINESS COMBINATION.

     SPX has proposed to enter into the Proposed Business  Combination
with the  Company  pursuant to which the  shareholders  of the Company
would receive for each Share (together with the associated  Right) the
Consideration  in the amount of $12.00 net in cash and 0.4796 share of
SPX Common  Stock for a total  value of $48.00  based on the  $75-1/16
closing price on the New York Stock  Exchange of a share of SPX Common
Stock on February 13, 1998,  the last trading date  preceding the date
of this Solicitation  Statement.  The  Consideration  represents a 23%
premium over the $38-7/8 price at which a Share closed on the New York
Stock  Exchange  on February  13,  1998,  and a 32%  premium  over the
average  trading  price at which a Share  closed on the New York Stock
Exchange  during  the 30  trading  days  preceding  the  date  of this
Solicitation Statement.  Immediately following the consummation of the
Proposed Business  Combination and after giving effect to the issuance
of SPX Common Stock in the  transaction,  shareholders  of the Company
(other than SPX) would own  approximately  70% of the then outstanding
shares of SPX Common Stock.

     At  present,  it  is  contemplated  that  the  Proposed  Business
Combination  would be effected  by means of (i) an  exchange  offer in
which SPX is offering to pay the  Consideration  in exchange  for each
Share  (together with the associated  Right) validly  tendered and not
properly  withdrawn  (the  "Exchange  Offer"),  and (ii) a  subsequent
merger of a subsidiary of SPX into the Company (the "Merger") in which
each Share  (together with the associated  Right) not purchased in the
Exchange  Offer  would be  converted  into the  right to  receive  the
Consideration.   The  transaction   would  be  taxable  to  exchanging
shareholders.  The Exchange  Offer is  conditioned  upon,  among other
things, the amendment by the Company of the Rights Agreement to render
it inapplicable  to the Proposed  Business  Combination,  the Exchange
Offer and the  Merger,  and the  inapplicability  of the  restrictions
contained  in  the  Business  Combination  Statutes  to  the  Proposed
Business  Combination,  the Exchange Offer and the Merger.  The Merger
would be conditioned,  among other things,  on the consummation of the
Exchange Offer. See "The Proposed Business  Combination,  the Exchange
Offer and the Merger." SPX has filed exchange offer materials with the
Securities  and  Exchange  Commission  and will  commence the Exchange
Offer  as  soon  as  the  registration  statement  included  in  those
materials  has  become  effective.  With its  letter  to the  Board of
Directors  of  the  Company   setting  forth  the  Proposed   Business
Combination,  SPX delivered a proposed merger agreement to the Company
in  contemplation  of  arriving  at  a  negotiated  transaction.  That
agreement  provides for a single-step  "cash  election"  merger of the
Company into a subsidiary of SPX in which each outstanding Share would
be  converted  into  the  right to  receive  the  Consideration  (with
shareholders  able,  instead,  to elect to  receive  all cash,  in the
amount of $48.00  per  Share,  or all  stock,  in the amount of 0.6395
share of SPX  Common  Stock per  Share,  subject  to  proration)  in a
partially tax-free reorganization.


 THE MERITS OF THE PROPOSED BUSINESS COMBINATION.

     In SPX's letters to the Company,  SPX set forth various  benefits
of the Proposed Business  Combination to the shareholders,  customers,
suppliers,  and employees of the Company and to the  constituencies of
both companies. See "Background."


 DEMAND FOR A SPECIAL MEETING.

     SPX is  asking  the  Company's  shareholders  to demand a Special
Meeting for the following purposes: (i) to repeal any provision of the
Company's By-Laws or amendment to the Company's By-Laws adopted by the
Board of Directors of the Company or any Committee thereof at any time
after  April 3,  1997 (the  date of the last set of  By-Laws  publicly
filed by the Company) and before the  effectiveness of the last of the
proposals to be voted on at the Special  Meeting;  (ii) to vote upon a
proposal  to  remove  all of the  current  members  of  the  Board  of
Directors of the  Company;  (iii) to vote upon a proposal to amend the
By-Laws of the Company to fix the number of  directors  of the Company
at  five;  and (iv) to  elect  SPX's  five  nominees  to the  Board of
Directors of the Company.


 REASONS FOR THE DEMAND.

     Despite repeated urgings by SPX to the Chief Executive Officer of
the  Company  and  then  directly  to the  Board of  Directors  of the
Company,  the Company has  steadfastly  turned down requests by SPX to
meet with and make a presentation  to the Company's Board of Directors
to discuss any and all aspects of a proposed business combination. The
Company has informed  SPX that it and its Board of  Directors  have no
interest in pursuing a business combination.

     In its  February  17,  1998  letter  to the  Company's  Board  of
Directors,  SPX  reaffirmed  its  desire  to enter  into a  negotiated
transaction with,  rather than to effect a unilateral  acquisition of,
the Company.  However,  if the  Company's  Board of Directors  remains
adamant in its refusal to enter into  discussions  with SPX,  the only
way that the  Proposed  Business  Combination  can  proceed is for the
present members of the Board of Directors of the Company to be removed
and SPX's nominees to be elected in their place. See "Reason to Call a
Special  Meeting." SPX expects that SPX's nominees,  if elected as the
new Board of Directors, will act to facilitate the consummation of the
Proposed  Business  Combination,  subject to their fiduciary duties as
directors of the Company.


 PROPOSED SHAREHOLDER ACTION.

     SPX's Exchange Offer to the Company's shareholders and the merger
proposal to the Company are conditioned upon, and will not be effected
without,  certain  action  being  taken  by  the  Company's  Board  of
Directors.  If the current Board of Directors persists in its position
that it will not enter into a  negotiated  transaction  with SPX,  the
only way that SPX's Proposed  Business  Combination can be effected is
for the existing Board to be replaced with SPX's nominees.

     Under applicable law, holders of outstanding Shares  representing
in the aggregate at least 35% of all the votes  entitled to be cast on
any issue  proposed to be considered  at the Special  Meeting have the
right to demand that a Special Meeting be held. By signing and sending
the GOLD DEMAND CARD you are merely  demanding that a Special  Meeting
be called and held.  Signing and sending the GOLD DEMAND CARD will NOT
give SPX the right to vote your Shares at the Special Meeting.

     SPX is  not  asking  in  this  solicitation  that  the  Company's
shareholders  remove  the  existing  Board  and  replace  it with  its
nominees.  Thus,  the current  Board  members may still  reverse their
position and determine to enter into  discussions with the Company for
a negotiated transaction.  HOWEVER, THE FAILURE TO SIGN AND RETURN THE
GOLD DEMAND  CARD WILL HAVE THE SAME EFFECT AS OPPOSING  THE CALL OF A
SPECIAL MEETING, IN WHICH EVENT THE PROPOSED BUSINESS COMBINATION WILL
NOT BE ABLE TO PROCEED.


 TIMING; ASSISTANCE.


     We ask that you sign and date the GOLD DEMAND CARD and mail it in
the  enclosed  envelope to D.F.  King & Co. Inc. at the address on the
back cover as soon as possible  and, in any case,  before  March [__,]
1998. If you have any questions or need  assistance,  please call D.F.
King & Co., Inc. at (212)  269-5550  (collect) or (800) 758-5378 (toll
free).



                      PURPOSE OF THE SOLICITATION

     SPX is  soliciting  Demands  for the  Company  to call and hold a
Special  Meeting.  SPX has made a proposal for a business  combination
with the Company,  which SPX believes would provide  exceptional value
to the Company's shareholders. See "The Proposed Business Combination,
the Exchange Offer and the Merger." The Proposed Business Combination,
the Exchange Offer and the Merger are  conditioned  upon,  among other
things,  the Board of  Directors  of the Company  amending  the Rights
Agreement so as to render it  inapplicable  to the  Proposed  Business
Combination,  the Exchange Offer and the Merger,  and the Board taking
such  other  action  as may be  necessary  so  that  the  restrictions
contained in the  Business  Combination  Statutes  are not  applicable
thereto.  See  "Reason to Call a Special  Meeting"  and "The  Proposed
Business Combination,  the Exchange Offer and the Merger." The Company
has  advised  SPX that the  Company  and its Board have no interest in
pursuing discussions with SPX.  Accordingly,  if the Proposed Business
Combination is to proceed,  the present members of the Company's Board
of  Directors  will have to be removed  and new  directors  elected in
their  place who will take all  action  necessary  to  facilitate  the
consummation of the Proposed Business Combination,  the Exchange Offer
and the Merger,  subject to their fiduciary duties as directors of the
Company.

     The purpose of this Solicitation  Statement is to solicit Demands
from  the  shareholders  of the  Company  holding  outstanding  Shares
representing  in the aggregate at least 35% of all the votes  entitled
to be cast on any  issue  proposed  to be  considered  at the  Special
Meeting,  demanding that the Company call and hold a Special  Meeting.
Based on publicly available  information,  there are 63,169,129 Shares
outstanding as of December 31, 1997; if that number is still accurate,
Demands from holders of an  aggregate  of  22,109,196  Shares would be
required.  Based on publicly available information,  as of November 5,
1997,  one director of the Company owned  beneficially  634,392 Shares
and the other  directors and the 12 executive  officers of the Company
together owned  beneficially  365,537 Shares  (including 12,900 Shares
and 265,870  Shares,  respectively,  issuable  upon  exercise of stock
options  exercisable  as of November 5, 1997 or within 60 days of that
date),  or,  in the  aggregate,  approximately  1.58%  of  the  Shares
outstanding.  SPX owns  1,150,150  Shares or 1.82% of the  outstanding
Shares (on a fully diluted basis).

     If SPX is  successful in this  solicitation,  the Company will be
required to call and hold a Special Meeting at which the  shareholders
will be asked (i) to repeal any provision of the Company's  By-Laws or
amendment to the Company's  By-Laws  adopted by the Board of Directors
of the  Company or any  Committee  thereof at any time after  April 3,
1997  (the  date of the  last  set of  By-Laws  publicly  filed by the
Company) and before the  effectiveness of the last of the proposals to
be voted on at the Special  Meeting  (the "By-Law  Repeal  Proposal");
(ii) to vote upon a proposal to remove all of the  current  members of
the Board of  Directors  of the Company  (the  "Proposal to Remove the
Current  Directors");  (iii) to vote  upon a  proposal  to  amend  the
By-Laws of the Company to fix the number of  directors  of the Company
at five (the "Proposal to Amend the By-Laws of the Company"); and (iv)
to elect  SPX's five  nominees  (the "SPX  Nominees")  to the Board of
Directors of the Company.


                              BACKGROUND

     In February 1997, John B. Blystone,  Chairman and Chief Executive
Officer of SPX,  met with Trevor O. Jones,  then  Chairman and interim
President and Chief Executive Officer of the Company,  to propose that
the two companies  explore a business  combination.  Mr. Jones did not
follow up on this  meeting.  In November  1997,  Mr.  Blystone met for
several  hours with Larry W.  McCurdy,  who had succeeded Mr. Jones as
President and Chief Executive  Officer,  to discuss a strategic merger
between  the two  companies,  and on  November  24,  1997,  Patrick J.
O'Leary,  SPX's Vice President - Finance and Chief Financial  Officer,
met with Robert F. Tobey,  the  Company's  Vice  President - Corporate
Development.  These discussions were not fruitful, and SPX was advised
that the Company had no interest in being acquired by SPX.

     On December 12, 1997, Mr.  Blystone wrote a letter to Mr. McCurdy
setting out the strategic  rationale of a business  combination of the
two companies and the benefits to the  Company's  shareholders  of the
transaction.  Although the letter stated that SPX  anticipated a price
in the $40's range, Mr. Blystone advised Mr. McCurdy that SPX would be
willing to revise its thinking if the Company could  identify  greater
value  in  the  transaction.  Mr.  Blystone,  in his  letter,  further
suggested  that the  letter  be  shared  with the  Company's  Board of
Directors  and  offered  to meet with and make a  presentation  to the
Board about any and all aspects of the proposed transaction.

     On December 17,  1997,  Mr.  Blystone  received a letter from Mr.
McCurdy stating that Mr. McCurdy had shared Mr.  Blystone's views with
the  Company's  Board of  Directors,  and that the  Company's  and the
Board's position  remained that the Company had no interest in further
discussions with SPX.

     On December 18, 1997,  Mr.  Blystone sent a letter to each member
of the Company's  Board enclosing a copy of his December 12 letter and
reiterating the merits of a strategic  combination.  Mr. Blystone once
again offered to meet  personally  with and make a presentation to the
Company's Board of Directors.

     On December 23,  1997,  Mr.  Blystone  received a letter from Mr.
McCurdy  advising  that the  Company's  Board of Directors  was of the
unanimous  view that the  Company did not have an interest in pursuing
discussions with SPX.

     On January 6, 1998, SPX notified the Company that it was that day
filing  a   Premerger   Notification   and   Report   Form  under  the
Hart-Scott-Rodino  Antitrust  Improvements  Act of  1976  ("HSR  Act")
seeking to acquire up to 100% of the voting  securities of the Company
(the "HSR Filing").

     On  January  8,  1998,   Mr.   McCurdy  wrote  to  Mr.   Blystone
acknowledging  receipt of notice of the HSR Filing  and  advising  SPX
that the Company and its advisors stood ready to  aggressively  defend
its shareholders' interests.

     On February  17,  1998,  SPX sent the Board of  Directors  of the
Company a letter setting forth the Proposed  Business  Combination and
its merits  and  reaffirming  its  desire to enter  into a  negotiated
transaction.

     On the same  day,  SPX filed  with the  Securities  and  Exchange
Commission  Exchange  Offer  materials  and  preliminary  solicitation
materials  to  solicit  Demands  that a Special  Meeting be called and
held.


                   REASON TO CALL A SPECIAL MEETING

     The reason to demand that a Special Meeting be called and held is
simple.  Unless the Board of Directors of the Company  takes action to
remove certain  obstacles,  described below, to the Proposed  Business
Combination, the Proposed Business Combination, the Exchange Offer and
the Merger will not proceed.  Thus far, the present Board of Directors
of the  Company  has  indicated  that it has no  interest  in pursuing
discussions with SPX.

     RIGHTS  AGREEMENT.  Under the  Rights  Agreement,  if SPX were to
acquire beneficial ownership of 20% or more of the Shares,  unless the
Rights are redeemed or  invalidated or are otherwise  inapplicable  to
the Proposed  Business  Combination,  each holder of record of a Right
(other than SPX) would,  upon exercise of the Right, have the right to
purchase, at the exercise price of the Right, Shares having a value at
the time equal to twice the exercise  price.  As a result,  the Rights
could make SPX's acquisition of the Company prohibitively expensive by
severely diluting SPX's equity interest and voting power.

     The Rights  Agreement  provides  that the Board of Directors  may
redeem the Rights at any time prior to a person becoming an "Acquiring
Person." An Acquiring  Person  generally means a person who,  together
with his or her Affiliates and Associates (each term as defined in the
Rights  Agreement),  beneficially  owns  20% or  more  of  the  Shares
outstanding,  subject to certain exceptions.  Once a person has become
an Acquiring  Person the Board of Directors may only redeem the Rights
if there are  "Continuing  Directors" in office and a majority of such
"Continuing Directors" concur in authorizing redemption of the Rights.
A "Continuing Director" means a director, while a member of the Board,
who either (A) was a member of the Board prior to an Acquiring  Person
becoming such or (B) subsequently became a member of the Board, is not
an Acquiring Person or its Affiliate or Associate,  representative  or
nominee,  and whose  nomination  for election or election to the Board
was recommended or approved by a majority of the Continuing Directors.
In any event,  the Board of Directors  may not redeem the Rights after
the  tenth  day  following  the day on which a person  has  become  an
Acquiring Person.

     The Board of Directors  may amend the Rights  Agreement  prior to
the earlier of (i) the first date a public announcement is made that a
person has become an Acquiring  Person,  or (ii) the close of business
on the  tenth  business  day (or  such  later  date as the  Board  may
determine  prior  to such  time as any  person  becomes  an  Acquiring
Person) following the commencement of a tender offer or exchange offer
which would result in a person becoming an Acquiring Person).  Neither
of those events has yet  occurred.  The  commencement  of the Exchange
Offer will result in the Board of  Directors  of the Company no longer
being  able to amend  the  Rights  Agreements  after the end of the 10
business  day period  unless the Board of  Directors  takes  action to
extend such period.

     If  elected to the Board of  Directors  of the  Company,  the SPX
Nominees  intend  to amend the  Rights  Agreement  so that the  Rights
Agreement will not be applicable to the Proposed Business Combination,
the Exchange Offer or the Merger,  or, if the Rights  Agreement can no
longer be amended,  to cause the redemption of the Rights in each case
subject to their fiduciary duties as directors of the Company.

     BUSINESS  COMBINATION  STATUTES.  Pursuant  to Section 844 of the
Business  Combination  Statutes,  a corporation  may not engage in any
business combination with an "Interested  Shareholder" (defined as the
beneficial  owner of 10% or more of the voting power of a company) for
five  years  following  the date on which the  Interested  Shareholder
became  such (the "Stock  Acquisition  Date")  unless the  acquisition
which resulted in the Interested  Shareholder  becoming such (the "10%
Acquisition"),  or the business combination,  is approved by the board
of directors and by a majority of the non-employee directors, of which
there shall be at least two, before the date of the 10% Acquisition.

     Pursuant  to  Sections  841 and 842 of the  Business  Combination
Statutes, any business combination with an Interested Shareholder that
was  not  approved  by  the  board  of  directors  prior  to  the  10%
Acquisition  must be  approved by the board of  directors,  80% of the
voting power and  two-thirds of the voting power not controlled by the
Interested  Shareholder or meet certain  conditions  regarding minimum
price and type of consideration.

     If  elected to the Board of  Directors  of the  Company,  the SPX
Nominees  intend to approve the  Proposed  Business  Combination,  the
Exchange  Offer and the  Merger or seek to take such  other  action so
that the restrictions  contained in the Business  Combination Statutes
will not be applicable thereto.

     Shareholders  of the Company are urged to execute the GOLD DEMAND
CARD to demand that the Special  Meeting be called and held.  Making a
Demand and causing the Special  Meeting to be called and held is not a
vote  at the  Special  Meeting  or a vote  in  favor  of the  Proposed
Business  Combination.  Shareholders will have the opportunity to vote
on the  Proposal to Remove the Current  Directors  and the election of
the SPX Nominees at the Special Meeting.  Moreover,  shareholders will
be able to  elect  whether  or not to  tender  their  Shares  into the
Exchange Offer;  execution of a Demand does not constitute a tender of
the shareholder's  Shares or obligate the shareholder to tender his or
her  Shares in the  Exchange  Offer.  However,  the  failure to obtain
Demands from holders of the requisite 35% of the outstanding Shares to
call the Special  Meeting is a  dispositive  vote against the Proposed
Business Combination. THE FAILURE TO SIGN, DATE AND MAIL A GOLD DEMAND
CARD HAS THE SAME EFFECT AS OPPOSING THE DEMAND FOR A SPECIAL  MEETING
TO BE CALLED AND HELD.


                  THE PROPOSED BUSINESS COMBINATION,
                   THE EXCHANGE OFFER AND THE MERGER

     By letter  dated  February  17,  1997 to the  Company's  Board of
Directors,  SPX has proposed a business  combination with the Company.
In the  Proposed  Business  Combination,  shareholders  of the Company
would receive for each of their Shares  (together  with the associated
Right)  Consideration  in the  amount of $12.00 net in cash and 0.4796
share of SPX  Common  Stock for a total  value of $48.00  based on the
$75-1/16  closing  price on the New York Stock  Exchange of a share of
SPX Common Stock on February 13, 1998, the last trading date preceding
the date of this Solicitation Statement.  The Consideration represents
a 23% premium  over the $38-7/8  price at which a Share  closed on the
New York Stock  Exchange on February 13, 1998,  and a 32% premium over
the  average  trading  price at which a Share  closed  on the New York
Stock  Exchange  during the 30 trading days preceding the date of this
Solicitation Statement.  Immediately following the consummation of the
Proposed Business  Combination and after giving effect to the issuance
of the  SPX  Common  Stock  in the  transaction,  shareholders  of the
Company  (other  than  SPX)  would own  approximately  70% of the then
outstanding shares of SPX Common Stock.

     The Proposed  Business  Combination would be effected by means of
(i)  the  Exchange  Offer,  in  which  SPX  is  offering  to  pay  the
Consideration in exchange for each Share (together with the associated
Right)  validly  tendered and not withdrawn,  and (ii) the Merger,  in
which each Share (together with the associated Right) not purchased in
the Exchange  Offer would be  converted  into the right to receive the
Consideration.

     SPX has today filed Exchange Offer  materials with the Securities
and Exchange Commission and intends to make the Exchange Offer as soon
as its  registration  statement  has been  declared  effective  by the
Securities and Exchange Commission.

     The Exchange Offer will be conditioned,  among other things, upon
the following:

          THE MINIMUM CONDITION. The number of Shares validly tendered
and not withdrawn  before the expiration  date of the Exchange  Offer,
together  with the Shares owned by SPX and its  affiliates  as of such
time,  must represent at least 66 2/3% of the Shares  outstanding on a
fully  diluted  basis (the  "Minimum  Condition").  Based on  publicly
available information,  as of December 31, 1997, there were 63,169,129
Shares  outstanding and options to acquire  2,044,284 Shares were also
outstanding.  SPX owns 1,150,150 Shares. See Schedule II. For purposes
of  the  Exchange  Offer,   "fully-diluted  basis"  assumes  that  all
outstanding stock options are presently exercisable and exercised.

     Based on the  foregoing  and  assuming no  additional  Shares (or
options, warrants or rights exercisable for, or securities convertible
into,  Shares)  have been issued  since  November 30, 1997 (other than
Shares issued  pursuant to the exercise of the stock options  referred
to above),  if at least  42,325,459  Shares were validly tendered into
and not withdrawn from the Exchange Offer, the Minimum Condition would
be satisfied.

     THE  RIGHTS  CONDITION.  SPX  must  be  satisfied,  in  its  sole
discretion, that a Distribution Date has not occurred under the Rights
Agreement,  and that the Rights have been invalidated or are otherwise
inapplicable  to the  Exchange  Offer  and  the  Merger  (the  "Rights
Condition").   See  "Reason  to  Call  a  Special   Meeting  -  Rights
Agreement."

     THE  BUSINESS  COMBINATION   STATUTES  CONDITION.   SPX  must  be
satisfied, in its sole discretion,  that the restrictions contained in
the  Business  Combination  Statutes  will not  apply to the  Proposed
Business  Combination,  the  Exchange  Offer,  the Merger or any other
business  combination  to which SPX and the  Company  are  directly or
indirectly parties (the "Business Combination Condition").

     The Business Combination  Condition may be satisfied if the Board
of Directors of the Company duly  approved the Exchange  Offer and the
Merger prior to  consummation of the Exchange Offer, or if SPX, in its
sole discretion, were satisfied that the Business Combination Statutes
were invalid or their restrictions were otherwise  inapplicable to SPX
in connection  with the Exchange  Offer and the Merger for any reason,
including,   without  limitation,  those  specified  in  the  Business
Combination Statutes.

     FINANCING   CONDITION.   SPX  must   have   obtained,   on  terms
satisfactory  to it in its sole  discretion,  sufficient  financing to
enable the Exchange  Offer and the Merger to be  consummated.  SPX has
received a "highly  confident"  letter from Canadian  Imperial Bank of
Commerce   and   its   affiliate   CIBC   Oppenheimer   Corp.   ("CIBC
Oppenheimer"),  dated  February  13,  1998,  in which the two entities
state that they are  highly  confident  of their  ability to raise the
financing in the credit markets in an amount  sufficient to consummate
the acquisition of the Company, refinance existing debt of SPX and the
Company, and provide working capital.

     SPX  STOCKHOLDER  APPROVAL  CONDITION.   Pursuant  to  the  rules
promulgated by the New York Stock  Exchange,  approval by stockholders
of SPX is required  prior to the issuance of additional  shares of SPX
Common  Stock if the number of shares to be issued is or will be equal
to 20% or more of the number of shares of SPX Common Stock outstanding
before the  issuance  of the  additional  shares.  Since the number of
shares of SPX Common  Stock that would be required to be issued in the
Exchange  Offer exceeds such 20%,  consummation  of the Exchange Offer
will be  conditioned  upon receipt of the requisite  approval by SPX's
stockholders  of the issuance of the shares of SPX Common Stock in the
Exchange  Offer  and  the  Merger  (the  "SPX   Stockholder   Approval
Condition").  Under the rules of the New York Stock Exchange, assuming
there is a quorum  present  at the  stockholders  meeting at which the
matter is being considered (consisting of over 50% of the stock issued
and outstanding and entitled to be voted at the stockholders meeting),
the issuance of the  additional  shares must be approved by a majority
of the votes  entitled to be cast by the  holders of SPX Common  Stock
that are present or represented by proxy at the stockholders  meeting.
SPX has not commenced a solicitation  of its  stockholders  to approve
the  issuance of the shares in the  Exchange  Offer and the Merger and
does not intend to do so at least until the required number of Demands
have been received to call the Special Meeting.

     The  timing of the  consummation  of the  Exchange  Offer and the
Merger will depend on a variety of factors and legal requirements, the
actions of the Board of  Directors  of the  Company,  and  whether the
Minimum  Condition,  the Rights  Condition,  the Business  Combination
Statutes  Condition,  the Financing  Condition and the SPX Stockholder
Approval  Condition  are  satisfied  or (if  permissible)  waived.  On
January  6,  1998,  SPX made its HSR  Filing  under  the HSR Act.  The
waiting  period under the HSR Act expired at 11:59 p.m. on February 5,
1998.  Accordingly,  satisfaction  of the premerger  notification  and
waiting  period  requirements  of the  HSR Act is not a  condition  of
either the Exchange Offer or the Merger.

     SPX reserves  the right to amend the terms of the Exchange  Offer
and/or  the  Merger  (including  amending  the  number of Shares to be
purchased  in  the  Exchange  Offer,  the  nature  or  amount  of  the
Consideration  to be paid in the Exchange  Offer and/or in the Merger,
and the surviving  entity in the Merger) at any time,  including  upon
entering  into a  merger  agreement  with  the  Company.  SPX  further
reserves the right to negotiate and enter into a merger agreement with
the Company (and has delivered a draft of such a merger agreement with
its  February  17,  1998  letter  to  the  Board  of  Directors   (See
"Background"))  pursuant to which there would be no Exchange Offer but
rather a  "single-step"  merger in which the Shares would be converted
into the right to  receive  the  Consideration,  or all  cash,  in the
amount of $48.00  per  Share,  or all  stock,  in the amount of 0.6395
share of SPX Common Stock per Share, subject to proration, or cash and
SPX Common Stock in such other amounts as are  negotiated  between SPX
and the Company; provided that SPX does not presently intend to reduce
the  aggregate  amount of the  consideration  paid in  respect  of the
Shares from the amount of the Consideration proposed to be paid in the
Exchange Offer and the Merger.

     A  registration  statement  relating  to the shares of SPX Common
Stock to be  issued in  connection  with the  Exchange  Offer has been
filed with the  Securities  and  Exchange  Commission  but has not yet
become  effective.  Such  securities may not be sold nor may offers to
buy be accepted prior to the time the registration  statement  becomes
effective.  This Solicitation  Statement shall not constitute an offer
to sell or the  solicitation of an offer to buy nor shall there be any
sale  of  these   securities   in  any  state  in  which  such  offer,
solicitation  or sale  would  be  unlawful  prior to  registration  or
qualification under the securities laws of any such state.


                       SPECIAL MEETING PROPOSALS

     If SPX is successful in its solicitation of Demands and a Special
Meeting is called and held, the following matters will be proposed for
action by the shareholders at the Special Meeting:

     REPEAL OF BY-LAWS ADOPTED SUBSEQUENT TO APRIL 3, 1997. The By-Law
Repeal  Proposal is designed to prevent the Board of  Directors of the
Company  or a  Committee  thereof  from  taking  actions,  by means of
amending the Company's  By-Laws,  to attempt to nullify the actions to
be voted on by the  shareholders  at the Special  Meeting or to create
obstacles to the  consummation of the Proposed  Business  Combination,
the Exchange  Offer and the Merger.  According  to publicly  available
information,  the most  recent  version of the  Company's  By-Laws was
adopted  on April 3, 1997 and no  amendments  subsequent  to that date
have been publicly disclosed. If the Board of Directors of the Company
or any  Committee  thereof has adopted  since April 3, 1997, or adopts
prior to the effectiveness of the proposals that are to be voted on at
the Special  Meeting,  any  amendment to the Company's  By-Laws,  this
proposal would repeal such amendment. The purpose of this amendment is
to remove any existing undisclosed obstacles, and to prevent the Board
or  any  Committee  thereof  from  creating  new  obstacles,   to  the
consummation of the Proposed Business Consummation, the Exchange Offer
and the Merger.  Assuming there is a quorum  (consisting of a majority
of the votes  entitled to be cast on the matter (a  "Quorum"))  at the
Special Meeting,  the By-Law Repeal Proposal will be adopted,  and the
By-Laws and By-Law amendments covered thereby will be repealed, if the
number of votes cast in favor of  adopting  the  proposal  exceeds the
number of votes cast against such proposal.

     REMOVAL OF CURRENT DIRECTORS OF THE COMPANY.  Unless the Board of
Directors of the Company takes action to remove certain obstacles, the
Proposed Business Combination,  the Exchange Offer and the Merger will
not  proceed.  Thus far,  the  current  Board has shown no interest in
negotiating  with SPX.  Accordingly,  SPX will propose that all of the
members of the Board (currently consisting of John F. Craemer, Richard
E. Dauch,  Milton P. Devane,  John E. Echlin,  Jr.,  Donald C. Jensen,
Trevor O. Jones, Larry W. McCurdy,  William P. Nussbaum, and Jerome G.
Rivard) be removed from office.  Under the  Connecticut  Business Act,
assuming there is a Quorum at the Special Meeting, any director may be
removed if the number of votes cast in favor of removing  the director
exceeds the number of votes cast against removal.

     AMENDMENT OF THE BY-LAWS OF THE COMPANY.  The  Company's  By-Laws
currently  provide that the Board shall consist of not less than three
members  and not more  than 12  members,  with  the  exact  number  of
directors to be  determined  from time to time by a resolution  of the
Board.  According  to  publicly  available  information,  the  Company
currently has nine directors. At the Special Meeting, SPX will propose
that the  By-Laws  of the  Company  be  amended  to fix the  number of
directors  of the Company at five by replacing  the first  sentence of
Article II, Section 1, which currently provides that

     "The Board of Directors  shall consist of not less than three nor
     more than twelve members, the number to be as the directors shall
     from time to time direct.",

with the following sentence:

     "The Board of Directors of the Corporation  shall consist of five
     members."

Assuming there is a Quorum at the Special Meeting, the By-Laws will be
amended if the number of votes cast in favor of  amending  the By-Laws
exceeds the number of votes cast against the amendment.

     ELECTION OF SPX  NOMINEES AS  DIRECTORS.  SPX will propose at the
Special  Meeting  that  the  shareholders  of the  Company  elect  the
following  persons,  all of whom are  nominees of SPX, to the Board of
Directors of the Company:  Alan Schwartz,  Sterling  Professor of Yale
University  Law School;  James K. Ashford,  a retired  senior  Tenneco
automotive executive; John B. Blystone,  Chairman, President and Chief
Executive Officer of SPX; Patrick J. O'Leary,  Chief Financial Officer
of SPX; and  Christopher  J. Kearney,  Vice  President,  Secretary and
General  Counsel  of  SPX.  If  the  SPX  Nominees  are  elected,  SPX
anticipates   that  the  SPX  Nominees  will  act  to  facilitate  the
consummation  of the  Proposed  Business  Combination,  including  the
actions with respect to the Rights Agreement and Business  Combination
Statutes  discussed  above (see  "Reason to Call a Special  Meeting"),
subject  to  their  fiduciary  duties  as  directors  of the  Company.
Assuming  there is a Quorum  at the  Special  Meeting,  directors  are
elected by a plurality of the votes cast by the shareholders  entitled
to vote at the  Special  Meeting.  Shareholders  of the Company do not
have cumulative voting rights.

     Set forth below are the name, age, present  principal  occupation
and  business  experience  for the past five years of each of the five
SPX  Nominees.  This  information  has  been  furnished  to SPX by the
respective  nominees.  Each of the SPX Nominees has consented to serve
as a director.  Each of the SPX Nominees is a U.S.  citizen except for
Mr. O'Leary who is a dual citizen of the Irish Republic and the United
Kingdom;  none of  them  owns  any  Shares.  None of the  corporations
referenced below is a parent or subsidiary of the Company.

JAMES K. ASHFORD, 61        Mr.  Ashford  is  currently  retired.   From  1993
354 RUE DE CARAVELLE        through 1995 Mr.  Ashford  served as the President
NAPLES, FLORIDA 33963       and  CEO  of  AP  Parts   International   Inc.,  a
                            manufacturer  of exhaust  systems and  aftermarket
                            products.   Mr.   Ashford   retired   in  1991  as
                            President  and CEO of JI  Case,  a  subsidiary  of
                            Tenneco, Inc., a worldwide manufacturing company.

JOHN B. BLYSTONE, 44        Since  1995,  Mr.   Blystone  has  served  as  the
700 TERRACE POINT DRIVE     Chairman,  President  and CEO of SPX.  From 1994 -
MUSKEGON, MI 49443          1995,  Mr.  Blystone  served as the  President and
                            CEO of General  Electric  Company's  Nuovo Pignone
                            Division,   an  industrial  company,  and  as  the
                            President  and CEO of General  Electric  Company's
                            Europe  Power  Pole  Plus  division  of  GE  Power
                            Systems,  an  industrial  company.   From  1991  -
                            1994,  Mr.  Blystone  served as Vice  President  -
                            General Manager of the GE Superabrasives  division
                            of  General   Electric   Company,   an  industrial
                            company.  Mr.  Blystone is currently a Director of
                            SPX and of Worthington Industries.

CHRISTOPHER J. KEARNEY, 42  Since  1997,   Mr.   Kearney  has  served  as  the
700 TERRACE POINT DRIVE     Vice-President,  Secretary and General  Counsel of
MUSKEGON, MI 49443          SPX.  From  1995 - 1997,  Mr.  Kearney  served  as
                            the Senior Vice  President,  Secretary and General
                            Counsel of Grimes  Aerospace  Co., a  manufacturer
                            of   aircraft   lighting,   engine   systems   and
                            electronic   systems.   From  1988  -  1995,   Mr.
                            Kearney  served as  Division  General  Counsel for
                            General Electric Company, an industrial company.

PATRICK J. O'LEARY, 40      Since  1996,  Mr.  O'Leary  has  served  as  Chief
700 TERRACE POINT DRIVE     Financial  Officer of SPX.  From 1994 - 1996,  Mr.
MUSKEGON, MI 49443          O'Leary served as the Chief  Financial  Officer of
                            Carlisle  Plastics Inc., a manufacturer of plastic
                            consumer  products.  From 1978 - 1994 Mr.  O'Leary
                            was a Partner in the accounting  firm,  Deloitte &
                            Touche LLP.

ALAN SCHWARTZ, 57           Since 1987,  Mr.  Schwartz  has served as Sterling
YALE LAW SCHOOL             Professor   of  Law  at  Yale  Law   School.   Mr.
127 WALL STREET             Schwartz is a director of Cleveland Cliffs, Inc.
NEW HAVEN, CT 06511

     Each SPX Nominee, other than the three executive officers of SPX,
will  receive  $25,000  from SPX for his  services  as a  nominee  for
election as a director of the Company,  and, if elected, as a director
of the Company, and each SPX Nominee will be reimbursed his reasonable
out-of-pocket expenses incurred in the performance of his service as a
nominee and, if elected, as a director of the Company.  SPX has agreed
to  indemnify  each SPX Nominee  from and against any losses,  claims,
charges,  liabilities,  costs or expenses (including  reasonable legal
fees  and  expenses)  arising  out  of  any  claim,  action,  suit  or
proceeding  to which the SPX Nominee is or is  threatened to be made a
party (i) by reason of his  being a nominee  and a  "participant  in a
solicitation"  (as defined in the Securities  Exchange Act of 1934) or
(ii)  arising  out of or in  connection  with his service as a Company
director.  SPX may, but is not obligated to, obtain insurance policies
covering any portion of such indemnification.

     SPX does not expect that any of the SPX  Nominees  will be unable
to stand for  election  if the  Special  Meeting is held,  but, in the
event that any vacancy in the slate of SPX Nominees should occur,  SPX
will name a substitute  nominee.  In addition,  SPX reserves the right
(i) to nominate  additional  nominees to fill any  director  positions
created by the Board of  Directors  of the Company  prior to or at the
Special Meeting and (ii) to nominate  substitute or additional persons
if the Company  makes or announces any changes to its By-Laws or takes
or announces any other action that has, or if consummated  would have,
the effect of disqualifying any or all of the SPX Nominees.

     If the  Special  Meeting  is  called,  SPX  will  furnish  to the
shareholders of the Company proxy materials  relating to the foregoing
proposals.

                           DEMAND PROCEDURES

          Under  the  Connecticut   Business  Act  and  the  Company's
By-Laws, a special meeting of the Company's shareholders may be called
by one or more  holders of Shares  representing  in the  aggregate  at
least 35% of all the votes  entitled to be cast on any issue  proposed
to be  considered at the Special  Meeting.  According to the Company's
By-Laws, each holder of Shares is entitled to one vote per Share held.
According to publicly available information,  as of December 31, 1997,
there were 63,169,129 Shares outstanding.  Based on such number (which
does not take into  account  any Shares  that after such date may have
been  repurchased by the Company or issued by the Company  pursuant to
outstanding options or otherwise) and the fact that SPX owns 1,150,150
Shares,  Demands from  holders of an aggregate of at least  20,959,046
Shares  in  addition  to SPX  will be  required  to call  the  Special
Meeting. The By-Laws of the Company provide that, upon written request
of the  requisite  holders,  the President of the Company shall call a
Special Meeting.  Following receipt of the requisite Demands, SPX will
deliver the Demands to the  Secretary  of the Company and request that
officer forthwith to cause  appropriate  notice of the Special Meeting
to be given to the Company's shareholders entitled thereto.

     Under the Connecticut  Business Act, a company's  by-laws may fix
or provide the manner of fixing the record date for one or more voting
groups in order to  determine,  among other things,  the  shareholders
entitled to demand a special  meeting (the "Demand Record Date").  The
Connecticut  Business Act provides that, if not otherwise fixed by the
by-laws or the board of  directors,  the record  date for  determining
shareholders  entitled  to  demand a special  meeting  is the date the
first  shareholder  signs  the  demand.  On  February  17,  1998,  SPX
delivered  its  written  Demand  to  the  Secretary  of  the  Company.
Accordingly,  SPX believes that the Demand Record Date is February 17,
1998.

     You may revoke  your  Demand at any time  before the  delivery of
Demands  from  holders of Shares  representing  in the  aggregate  the
requisite  35% vote to the  Secretary  of the Company by  delivering a
written  notice of  revocation  to SPX,  care of D.F. King & Co., Inc.
("D.F.  King"), 77 Water Street, 20th Floor, New York, New York 10005.
Although a revocation  is  effective if delivered to the  Secretary of
the  Company,  SPX requests  that either the  original or  photostatic
copies of all  revocations  be  mailed  or faxed to SPX,  care of D.F.
King,  so that  SPX  will be  aware  of all  revocations  and can more
accurately  determine if and when enough  Demands  have been  received
from  requisite  holders.  Any  revocation  will not affect any action
taken by SPX pursuant to the Demands prior to such revocation.

     Under the  Connecticut  Business  Act, the  Connecticut  Superior
Court may  summarily  order a special  meeting to be held if notice of
the special meeting is not given within thirty days after the date the
demand is delivered to the  corporation's  secretary or if the special
meeting  is not  held in  accordance  with  the  notice.  Moreover,  a
corporation  must notify  shareholders  of the date, time and place of
the special meeting no fewer than ten nor more than 60 days before the
meeting date. The Demands  contain a request that the Special  Meeting
be  scheduled  35 days after  delivery of the Demands so as to provide
shareholders the opportunity to vote on the Special Meeting  proposals
in a reasonably prompt timeframe.

     BY  EXECUTING  THE GOLD DEMAND CARD AND  RETURNING IT TO SPX, YOU
ARE NOT  COMMITTING  TO CAST ANY VOTE IN FAVOR OF OR AGAINST,  NOR ARE
YOU GRANTING ANY PROXY TO VOTE ON, ANY OF THE  PROPOSALS TO BE BROUGHT
BEFORE THE SPECIAL  MEETING.  MOREOVER,  EXECUTION AND DELIVERY OF THE
GOLD DEMAND CARD WILL NOT  OBLIGATE YOU IN ANY WAY TO SELL YOUR SHARES
PURSUANT TO THE EXCHANGE OFFER OR ANY OTHER OFFER.

                        SOLICITATION OF DEMANDS

     This solicitation of Demands is being made by SPX. Demands may be
solicited by mail, facsimile,  telephone,  telegraph, the internet, in
person  and by  advertisements.  Solicitations  may be made by certain
directors,  officers and  employees of SPX,  none of whom will receive
additional compensation for such solicitation.

     SPX has retained D.F. King for solicitation and advisory services
in connection with this solicitation, for which D.F. King will receive
a fee not to  exceed  $50,000,  together  with  reimbursement  for its
reasonable  out-of-pocket  expenses.  SPX has also agreed to indemnify
D.F.  King  against  certain   liabilities  and  expenses,   including
liabilities and expenses under federal securities laws. D.F. King will
solicit Demands from  individuals,  brokers,  banks, bank nominees and
other institutional holders. SPX is requesting banks, brokerage houses
and  other  custodians,   nominees  and  fiduciaries  to  forward  all
solicitation  materials  to the  beneficial  owners of the Shares they
hold of record.  SPX will  reimburse  these  record  holders for their
reasonable out-of-pocket expenses in so doing.

     CIBC  Oppenheimer  is  acting  as  financial  advisor  to  SPX in
connection  with the Proposed  Business  Combination,  and will act as
Dealer Manager of the Exchange Offer,  for which services SPX has paid
a fee of  $500,000  and has  agreed to pay  additional  fees,  up to a
maximum of  $8,500,000 in the aggregate (in addition to any fees which
may be paid to it in connection with arranging or participating in the
financing  of the  transaction),  a  substantial  portion  of which is
contingent upon the consummation of the Proposed Business Combination.
SPX has also agreed to reimburse CIBC  Oppenheimer  for its reasonable
out-of-pocket  expenses,  including  reasonable  legal  fees  up  to a
specified  maximum,  and to  indemnify  CIBC  Oppenheimer  and certain
related persons against  certain  liabilities and certain  expenses in
connection with its engagement,  including  certain  liabilities under
the federal  securities  laws. In connection  with CIBC  Oppenheimer's
engagement  as  financial  advisor,  officers  and  employees  of CIBC
Oppenheimer may communicate in person,  by telephone or otherwise with
a limited  number of  institutions,  brokers or other  persons who are
shareholders  of the  Company  for the  purpose  of  assisting  in the
solicitation  of Demands for the Special  Meeting.  In addition,  CIBC
Oppenheimer,  together  with  CIBC,  has  issued a "highly  confident"
letter  regarding  the  financing  of the  Exchange  Offer.  See  "The
Proposed  Business  Combination,  the Exchange  Offer and the Merger".
CIBC  Oppenheimer  will not receive any fee for or in connection  with
such solicitation  activities or for the issuance of such letter apart
from the fees which it is  otherwise  entitled to receive as described
above.

     The entire  expense of soliciting  Demands is being borne by SPX.
SPX does not currently  intend to seek  reimbursement  of the costs of
this  solicitation  from the Company.  Costs of this  solicitation  of
Demands,  including  the fees  referred to above,  are  expected to be
approximately  $2,000,000  (exclusive of costs represented by salaries
and wages of regular  officers and  employees) of which  approximately
$1,150,000 have been incurred to date.

                        ADDITIONAL INFORMATION

     As of the date of this Solicitation Statement, SPX owns 1,150,150
Shares.  For more  detailed  information  regarding  the directors and
executive  officers and other  representatives  of SPX and SPX's Share
ownership, see Schedules I and II, respectively,  to this Solicitation
Statement.

     Schedule III to this  Solicitation  Statement  sets forth certain
information,  as made available in public documents,  regarding Shares
held by the Company's  management and certain  beneficial  owners. The
information  concerning  the Company  contained  in this  Solicitation
Statement and the Schedules attached hereto has been taken from, or is
based  upon,  publicly  available   information,   and  SPX  takes  no
responsibility for the accuracy or completeness  thereof.  SPX has not
to date had access to the books and records of the Company.

             SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING

     The Company's  Proxy  Statement  dated  November 14, 1997 for its
1997 Annual Meeting indicates that proposals of shareholders  intended
to be  presented by such  shareholders  at the  Company's  1998 Annual
Meeting must be received by the Secretary of the Company no later than
July 17, 1998 in order to be  considered  for  inclusion  in the proxy
statement and form of proxy relating to that meeting.



February 17, 1998                                      SPX CORPORATION



                              SCHEDULE I
                 INFORMATION CONCERNING THE DIRECTORS
                    AND EXECUTIVE OFFICERS OF SPX
                   AND OTHER REPRESENTATIVES OF SPX

     Set  forth  in  the  tables  below  are  the  present   principal
occupation or employment, and the name, principal business and address
of any corporation or organization in which such employment is carried
on, for (1) each of the directors  and  executive  officers of SPX and
(2) certain  employees and other  representatives  of SPX who may also
solicit Demands from the  shareholders  of the Company.  The principal
business address of SPX is 700 Terrace Point Drive, Muskegon, Michigan
49443-3301. Unless otherwise indicated, the principal business address
for  each  individual  listed  below  is  the  address  of  his or her
employer.  Except as otherwise provided in this Solicitation Statement
(including  the  Schedules  hereto),  neither SPX nor any of the other
participants in this Solicitation, including the SPX Nominees detailed
on Schedule II hereto,  (i) directly or indirectly  owns any Shares or
any other  securities  of the Company,  (ii) was in the past ten years
convicted in a criminal  proceeding  (excluding  traffic violations or
similar  misdemeanors),  or (iii) was  within the past year a party to
any contracts,  arrangements  or  understandings  with any person with
respect to any securities of the Company, including but not limited to
joint ventures, loan or option arrangements, puts or calls, guarantees
against loss or guarantees  of profit,  division of losses or profits,
or the giving or withholding of proxies.

                               Directors of SPX

                                          Present Principal
            Name                       Occupation or Employment
- -----------------------    -----------------------------------------------
John B. Blystone           Chairman, President and Chief Executive Officer
                                                 SPX

J. Kermit Campbell                     Chief Executive Officer
                                           The Prince Group
                            Supply products and services to manufacturing
                                                firms
                                           2721 Nelson Road
                                       Traverse City, MI 49686

Sarah R. Coffin                Vice President, Specialty Group Manager
                                         H.B. Fuller Company
                             Manufacturer of adhesives, sealants, coatings
                                              and paints
                                      1210 County Road "E" West
                                        Arden Hills, MN 55112

Frank A. Ehmann                                Partner
                                    RCS Healthcare Partners, L.P.
                                        Leveraged buyout fund
                                         390 Sabal Palm Lane
                                         Vero Beach, FL 32963

Edward D. Hopkins                              Retired

Charles E. Johnson II                      Private Investor
                                         474 E. Circle Drive
                                       North Muskegon, MI 49445

Ronald L. Kerber                       Exec. Vice-President and 
                                        Chief Technology Officer
                                         Whirlpool Corporation
                                Manufacturer of major home appliances
                                               2000 M63
                                     Benton Harbor, MI 49022-2692

Peter H. Merlin                                Partner
                                      Gardner, Carton & Douglas
                                               Law Firm
                                             Quaker Tower
                                        321 North Clark Street
                                        Chicago, IL 60610-4795

David P. Williams               President and Chief Operating Officer
                                           The Budd Company
                              Manufacturer of automobile and truck body
                                              components
                                      3155 West Big Beaver Road
                                               Box 2601
                                            Troy, MI 48084



          Executive Officers of SPX (Other than SPX Nominees)

                                          Present Principal
            Name                       Occupation or Employment
- -----------------------    -----------------------------------------------
Drew T. Ladau                    Vice President, Business Development
                                                 SPX

Stephen A. Lison                   Vice President, Human Resources
                                                 SPX

Thomas J. Riordan                    President, Service Solutions
                                                 SPX



                            Other Representatives
                     of SPX Who May Also Solicit Demands

                                          Present Principal
            Name                       Occupation or Employment
- -----------------------    -----------------------------------------------
Tina L. Betlejewski               Manager, Corporate Communications
                                                 SPX

Charles A. Bowman                    Director, Corporate Finance
                                                 SPX

Kenneth C. Dow                           Corporate Controller
                                                 SPX

David M. Garrity                 Senior Analyst - Executive Director
                                  CIBC Oppenheimer Corp. - New York
                                       Investment Banking Firm
                                One World Financial Center, 38th Floor
                                          New York, NY 10281

Roger C. Kahn                             Managing Director
                                  CIBC Oppenheimer Corp. - New York
                                       Investment Banking Firm
                                One World Financial Center, 38th Floor
                                          New York, NY 10281

Jonathan B. Lamont                             Analyst
                                   CIBC Oppenheimer Corp. - Chicago
                                       Investment Banking Firm
                                    200 West Madison, Suite #2300
                                          Chicago, IL 60606

Stuart A. Taylor II                       Managing Director
                                   CIBC Oppenheimer Corp.- Chicago
                                       Investment Banking Firm
                                    200 West Madison, Suite #2300
                                          Chicago, IL 60606

J. Michael Whitted                             Director
                                   CIBC Oppenheimer Corp. - Chicago
                                       Investment Banking Firm
                                    200 West Madison, Suite #2300
                                          Chicago, IL 60606


     CIBC  Oppenheimer  Corp.  does not  admit or deny that any of its
directors,  officers or  employees  is a  "participant"  as defined in
Schedule 14A  promulgated by the  Securities  and Exchange  Commission
under the  Securities  Exchange Act of 1934, as amended,  or that such
Schedule 14A requires the disclosure of certain information concerning
such persons.

     In the normal course of its business,  CIBC Oppenheimer regularly
buys and sells  Shares for its own account and for the accounts of its
customers,  which  transactions  may result  from time to time in CIBC
Oppenheimer  and its  associates  having a net  "long" or net  "short"
position in Shares or option  contracts  with other  derivatives in or
relating to Shares.  As of February 13, 1998, CIBC  Oppenheimer had no
positions in Shares.



                                 SCHEDULE II
                              SHARES HELD BY SPX


                                                  Daily-Weighted
                             Number of               Average
   Transaction Date       Shares Acquired        Price per Share
   ----------------       ---------------        ---------------
       12/18/97                 54,000               35.4877

       12/19/97                114,000               34.9047

       12/22/97                240,000               36.0210

       12/23/97                  8,000               35.7500

       01/05/98                 20,000               36.8191

       01/06/98                 33,800               37.1444

       02/06/98                 76,200               37.1443

       02/09/98                160,700               37.8080

       02/10/98                  7,400               38.9730

       02/11/98                146,500               38.4826

       02/12/98                 87,250               38.8041

       02/13/98                202,300               38.9359
                              --------

        TOTAL                1,150,150



Funds  used by SPX to  purchase  the  Shares  were  drawn  from  SPX's
existing revolving credit facility.



                             SCHEDULE III

                    SHARE OWNERSHIP OF THE COMPANY
                MANAGEMENT OF CERTAIN BENEFICIAL OWNERS

     The following table sets forth certain information, regarding the
beneficial  ownership  of Shares of the Company as of November 5, 1997
as  to  (a)  each  director,   (b)  the  Company's  four  most  highly
compensated   executive  officers  whose  salary  and  bonus  exceeded
$100,000,  (c) all directors and executive officers as a group and (d)
each person  known to the Company to be the  beneficial  owner of more
than 5% of the Shares.

     All such  information  has been  taken from the  Company's  Proxy
Statement,  dated  November  14,  1997,  for its 1997 Annual  Meeting.
Although SPX does not have any  information  that would  indicate that
any  information  contained  in this  Schedule  or  elsewhere  in this
Solicitation  Statement  that has been taken from the Company's  Proxy
Statement  for its 1997 Annual  Meeting or any other  document on file
with  the  Securities   and  Exchange   Commission  is  inaccurate  or
incomplete,  SPX does not take any  responsibility for the accuracy or
completeness of such information.

                   Directors and Executive Officers

     Name and Address        Amount and Nature of       Percentage of Class
   of Beneficial Owner       Beneficial Ownership       Beneficially Owned
   -------------------       --------------------       ------------------
                            
John F. Creamer, Jr. (1)        21,750 shares                    *
Richard E. Dauch                 1,142 shares                    *
Milton P. DeVane (2)            13,600 shares                    *
John E. Echlin, Jr. (3)        634,392 shares                  1.00%
Donald C. Jensen (4)             9,050 shares                    *
Trevor O. Jones (5)             23,350 shares                    *
Jon P. Leckerling (6)           34,729 shares                    *
Milton J. Makoski (7)           41,395 shares                    *
Larry W. McCurdy                 3,000 shares                    *
William P. Nusbaum               3,000 shares                    *
Joseph A. Onorato (8)           40,880 shares                    *
Jerome G. Rivard (9)             6,800 shares                    *
Edward D. Toole (10)            27,264 shares                    *

- --------

     *Less than 1 percent of class

     (1) Includes 6,750 shares  exercisable within 60 days of November
5, 1997 under the Echlin Inc. 1996 Non-Executive Director Stock Option
Plan.

     (2) Includes 12,600 shares exercisable within 60 days of November
5, 1997 under the Echlin Inc. 1996 Non-Executive Director Stock Option
Plan.

     (3) Includes  125,200  shares held in an  irrevocable  charitable
foundation  of which Mr. Echlin is a trustee with shared voting rights
over such shares,  61,907 shares owned by Mrs. John E. Echlin, Jr. and
12,900 shares exercisable within 60 days of November 5, 1997 under the
Echlin Inc. 1996 Non-Executive Director Stock Option Plan.

     (4) Shares  held  indirectly  by the Donald C.  Jensen  Revocable
Living  Trust  dated   September  6,  1990.   Includes   6,050  shares
exercisable  within 60 days of  November 5, 1997 under the Echlin Inc.
1996 Non-Executive Director Stock Option Plan.

     (5) Includes 10,850 shares exercisable within 60 days of November
5, 1997 under the Echlin Inc. 1996 Non-Executive Director Stock Option
Plan.

     (6) Includes 29,729 shares either exercisable currently or within
60 days of November 5, 1997 under the Echlin Inc. 1992 Executive Stock
Option  Plan or  credited  to Mr.  Leckerling's  account in the Echlin
Incentive Savings and Investment Plan as of August 31, 1997.

     (7) Includes 35,045 shares either exercisable currently or within
60 days of November 5, 1997 under the Echlin Inc. 1992 Executive Stock
Option  Plan  or  credited  to Mr.  Makoski's  account  in the  Echlin
Incentive Savings and Investment Plan as of August 31, 1997.

     (8) Includes 32,780 shares either exercisable currently or within
60 days of November 5, 1997 under the Echlin Inc. 1992 Executive Stock
Option  Plan  or  credited  to Mr.  Onorato's  account  in the  Echlin
Incentive Savings and Investment Plan as of August 31, 1997.

     (9) Includes 3,800 shares  exercisable within 60 days of November
5, 1997 under the Echlin Inc. 1996 Non-Executive Director Stock Option
Plan.

     (10)  Includes  22,914  shares  either  exercisable  currently or
within  60 days of  November  5,  1997  under  the  Echlin  Inc.  1992
Executive  Stock Option Plan or credited to Mr. Toole's account in the
Echlin Incentive Savings and Investment Plan as of August 31, 1997.

     As of  November  5, 1997,  the  directors  and  twelve  executive
officers of the Company  (including the Named Executive Officers other
than Mr. Mancheski who is neither a director nor executive  officer of
the Company) as a group owned  beneficially  999,929  shares of Common
Stock or 1.58 percent  thereof.  Such shares  include  278,770  shares
either  exercisable  currently  or within 60 days of  November 5, 1997
under the Echlin Inc. 1992 Executive  Stock Option Plan and the Echlin
Inc. 1996 Non-Executive Director Stock Option Plan or, with respect to
officers  of the  Company,  held in their  respective  accounts in the
Echlin Incentive Savings and Investment Plan as of August 31, 1997.

                       Certain Beneficial Owners
                       -------------------------

     Name and Address        Amount and Nature of       Percentage of Class
   of Beneficial Owner       Beneficial Ownership        Beneficially Owned
   -------------------       --------------------        ------------------

The Capital Group              6,510,500 shares                  10.27%
Companies, Inc. (1)
333 South Hope Street
Los Angeles, California
90071

FMR Corp. (2)                  5,175,704 shares                  8.35%
82 Devonshire Street
Boston, Massachusetts
02109-3614

Putnam Investments (3)         4,293,482 shares                  7.00%
One Post Office Square
Boston, Massachusetts
02109

MacKay-Shields Financial       4,002,530 shares                  6.32%
Corporation (4)
Investment Advisors
9 West 57th Street
New York, New York 10019


- --------

     (1) The Capital Group Companies,  Inc.,  through its wholly-owned
subsidiaries,   including  Capital  Research  and  Management  Company
(acting as an investment advisor),  has sole voting power with respect
to  1,377,200  shares as  reported  on  Schedule  13G  filed  with the
Securities and Exchange Commission on April 10, 1997.

     (2) FMR Corp.,  through its wholly-owned  subsidiaries,  Fidelity
Management & Research  Company and Fidelity  Management  Trust Company
(acting as an  investment  advisor to  several  investment  companies,
including  Fidelity Magellan Fund), has sole voting power with respect
to 754,993 shares and sole dispositive power with respect to 5,175,704
shares as  reported  on  Schedule  13G filed with the  Securities  and
Exchange Commission on February 14, 1997.

     (3)  Putnam   Investments,   Inc.,   through   its   wholly-owned
subsidiaries,  Putnam  Investment  Management,  Inc.  and  The  Putnam
Advisory  Company,  Inc. (acting as investment  advisors),  has shared
voting  power with  respect to 126,300  shares and shared  dispositive
power with  respect to  4,293,482  shares as reported on Schedule  13G
filed with the Securities and Exchange Commission on January 27, 1997.

     (4) MacKay-Shields  Financial  Corporation,  Investment Advisors,
has shared investment power and shared  dispositive power with respect
to 4,002,530 shares as reported by the owner on September 15, 1997.



                               IMPORTANT

     Your  action is  important.  No matter  how many  Shares you own,
please join SPX in  demanding  that the Special  Meeting be called and
held by:

     1.   SIGNING the enclosed GOLD DEMAND CARD,

     2.   DATING the enclosed GOLD DEMAND CARD, and

     3.   MAILING the enclosed  GOLD DEMAND CARD TODAY in the envelope
          provided  (no  postage is  required  if mailed in the United
          States).

     IF YOU HOLD  YOUR  SHARES  IN THE  NAME OF ONE OR MORE  BROKERAGE
FIRMS,  BANKS,  NOMINEES OR OTHER INSTITUTION,  ONLY THEY CAN EXERCISE
THE RIGHT WITH  RESPECT TO YOUR  SHARES TO MAKE A WRITTEN  DEMAND THAT
THE SPECIAL  MEETING BE CALLED AND HELD, AND ONLY UPON RECEIPT OF YOUR
SPECIFIC INSTRUCTIONS.  ACCORDINGLY,  IT IS CRITICAL THAT YOU PROMPTLY
SIGN  AND  DATE THE  GOLD  DEMAND  CARD  AND  MAIL IT IN THE  ENVELOPE
PROVIDED  BY YOUR  BROKER,  BANK OR  OTHER  NOMINEE  SO THAT  THEY CAN
EXERCISE THE RIGHT TO MAKE A DEMAND ON YOUR BEHALF.

     If you have any questions or require any  additional  information
concerning this  Solicitation  Statement,  please contact D.F. King at
the address set forth below.


                         D.F. KING & CO., INC.
                            77 WATER STREET
                       NEW YORK, NEW YORK 10005
                     CALL TOLL FREE (800) 758-5378
            BANKS AND BROKERS CALL (212) 269-5550 (COLLECT)


                                                                              

                    PRELIMINARY COPY - NOT FOR USE

 A DEMAND WILL BE PROVIDED WHEN DEFINITIVE SOLICITATION MATERIALS ARE
               FURNISHED TO SHAREHOLDERS OF THE COMPANY

                   DEMAND TO CALL A SPECIAL MEETING
                            OF SHAREHOLDERS
                                  OF
                              ECHLIN INC.
            THIS REVOCABLE DEMAND AND REQUEST IS SOLICITED
                          BY SPX CORPORATION


     To the President and Secretary of Echlin Inc.:

     The undersigned is a shareholder of common stock, par value $1.00
per share (the  "Shares"),  of Echlin Inc., a Connecticut  corporation
(the  "Company").  Pursuant to Article I,  Section 3 of the  Company's
By-Laws and 33-696 of the Connecticut  Business  Corporation  Act, the
undersigned  hereby (i) requests and demands that the President of the
Company call a special  meeting of the  shareholders of the Company (a
"Special  Meeting") for the purposes  described  below,  fix the date,
time and place of the  Special  Meeting and give notice of the Special
Meeting  (together  with a  description  of the purposes for which the
Special  Meeting  is being  called)  to  shareholders  of the  Company
entitled  to vote  thereat  and (ii)  certifies  that he, she or it is
entitled to vote at the Special  Meeting on the issues  proposed to be
considered  thereat.  The  Special  Meeting  is to  be  held  for  the
following purposes:

          A. To repeal  any  provision  of the  Company's  By-Laws  or
     amendments thereto adopted by the Company's Board of Directors or
     any  Committee  thereof  subsequent to April 3, 1997 and prior to
     the  effectiveness of the last of the proposals to be voted on at
     the Special Meeting.

          B. To consider and vote upon a proposal to remove all of the
     current directors of the Company.  C. To consider and vote upon a
     proposal to amend the By-Laws of the Company to fix the number of
     directors of the Company at five.  D. To consider and vote upon a
     proposal to elect five directors to the Board of Directors of the
     Company.

     The undersigned further requests that the Special Meeting be held
thirty-five  days after such date as the Company has received  demands
to  call  a  Special  Meeting  for  the  purposes  listed  above  from
shareholders  entitled to vote at such meeting, who, in the aggregate,
hold at least 35% of the  Company's  outstanding  Shares,  unless such
thirty-fifth  day is not a business day in Connecticut,  in which case
it is requested that the Special  Meeting be called for the first such
business day after such thirty-fifth day.

     The undersigned  hereby authorizes SPX Corporation to collect and
deliver this demand to the Company. 

     On February 17, 1998, the number of Shares held by the undersigned
totaled --------.

                              Dated:  ---------------------., 1998 


                              ----------------------------------------
                              (Print name)


                              ----------------------------------------
                              (Print name, if held jointly)


                              ----------------------------------------
                              (signature)


                              ----------------------------------------
                              (signature, if held jointly)


                              Title:  --------------------------------
                              
                              Please  sign  exactly as your Shares are
                              registered.  When  Shares  are  held  by
                              joint  tenants,  both should sign.  When
                              signing    as    an    attorney-in-fact,
                              executor,   administrator,   trustee  or
                              guardian,  give full title as such. If a
                              corporation, sign in full corporate name
                              by   president   or   other   authorized
                              officer.  If  a  partnership,   sign  in
                              partnership  name by authorized  person.
                              This  demand will  represent  all Shares
                              held in all capacities.
 
PLEASE SIGN, DATE AND MAIL IN THE ENCLOSED ENVELOPE PROMPTLY.
Contacts: Charles A. Bowman                   George Sard/Anna Cordasco/
          SPX Director of Corporate Finance     Paul Caminiti
          (616) 724-5194                      Sard Verbinnen & Co
                                              (212) 687-8080

 SPX MAKES OFFER TO ACQUIRE ECHLIN VALUED AT $48 PER SHARE, OR $3 BILLION

            CASH-AND-STOCK EXCHANGE OFFER IS 32% ABOVE ECHLIN'S
          30-DAY TRADING AVERAGE; SPX FILING PROXY MATERIALS FOR
            SPECIAL SHAREHOLDER MEETING TO REPLACE ECHLIN BOARD
          ------------------------------------------------------

     MUSKEGON, MI, FEBRUARY 17, 1998 -- SPX Corporation (NYSE: SPW)
announced today that it has made an offer to acquire Echlin Inc. (NYSE:
ECH) for cash and SPX shares valued at $48 per Echlin share based on SPX's
closing price last Friday, or a total of approximately $3.0 billion. The
SPX offer, which consists of $12.00 in cash and 0.4796 SPX share per Echlin
share, represents a 23% current premium and is 32% above Echlin's 30-day
average trading price. SPX owns 1.15 million Echlin shares, or
approximately 1.8% of its total shares outstanding.

     SPX is filing a registration statement today with the Securities and
Exchange Commission, and will start an exchange offer for all outstanding
Echlin shares as soon as its registration statement is cleared. SPX
received antitrust clearance for the transaction on February 5, 1998.

     Echlin has a poison pill, which purports to prevent the acquisition of
more than 20% of Echlin shares without approval by Echlin's Board.
Accordingly, SPX is filing preliminary materials today with the SEC to
solicit shareholder demands to call a special meeting to replace Echlin's
entire Board with SPX's nominees. The SPX nominees, if elected, will take
all action needed to facilitate consummation of SPX's offer, subject to
their fiduciary duties as Echlin directors.

     Echlin is incorporated in Connecticut and, under that state's
law, must give notice of a special meeting within 30 days of receiving
demands by holders of 35% of its outstanding shares, and must hold the
meeting within 60 days of giving notice. Because Echlin does not have
a staggered board, the existing Board would be removed if more
shareholders vote at the meeting in favor of removal than vote against
removal; new directors are elected by a plurality vote.

     SPX expects the acquisition to be substantially accretive to
earnings per share in the first full year after closing, with
significant opportunity to improve EVA(R). SPX expects to achieve cost
savings of at least $125 million in the first full year after closing,
increasing to $175 million in the second year and thereafter. SPX
plans to restructure or divest Echlin assets determined to be
underperforming, accelerate implementation of EVA-based compensation
programs and pursue share repurchases.

     SPX has received a "highly confident" letter from Canadian Imperial
Bank of Commerce and its affiliate, CIBC Oppenheimer Corp., to finance the
cash portion of the offer, refinance existing debt and provide working
capital.

     SPX conveyed its offer in a letter today (see attached) to the
Echlin Board from John B. Blystone, Chairman, President and CEO of
SPX, which enclosed a draft merger agreement. Should Echlin enter into
the merger agreement, in addition to the 75% stock and 25% cash
exchange offer proposal, Echlin shareholders could elect either all
cash or all stock, subject to proration, in a partially tax-free
reorganization. The exchange offer would be taxable.

     The 75/25 cash/stock ratio of the proposed transaction would
result in a capital structure consistent with SPX's financial
strategy. In addition, the proposed transaction would result in Echlin
shareholders owning approximately 70% of the combined company.

     "We believe the combination of SPX and Echlin can create a world-class
company with the scale and capabilities to excel in the rapidly
consolidating $350 billion vehicle service industry," said Blystone. "In
our view, this combination can create substantial value for the
shareholders of both companies, while providing superb products and
services for customers and new opportunities for the employees and
communities of both companies."

     Blystone added, "We have been trying for a year to achieve a
negotiated transaction with Echlin. We have initiated three meetings with
Larry McCurdy and other senior Echlin executives, and I have sent several
letters to Mr. McCurdy. However, we have been repeatedly rebuffed in our
efforts to negotiate a transaction -- or even to meet with Echlin's Board
so that we might explain why we believe this strategic combination would
greatly benefit both companies. Given the rapid pace of industry
consolidation and the logic of this transaction, we have decided to take
the issue directly to Echlin's shareholders. We have made what we believe
is an attractive offer based on publicly available information, but if
Echlin is able to demonstrate more value, we are prepared to recognize it
in the context of a negotiated transaction."

     While Echlin's stock price was essentially flat in 1996-97 - and has
never traded as high as $40 per share - SPX stock has more than quadrupled
in the same two years under its new management.

     "We are confident that shareholders of both companies would benefit
from the application of our leadership experience and management techniques
to a larger platform in the vehicle components and service industry,"
Blystone continued. "Customers and suppliers would benefit from the
combined company's ability to provide more fully integrated vehicle
service, from the manufacture of components and specialty service tools to
complete service solutions. Employees would benefit from EVA-based
compensation incentives and new growth opportunities within a more dynamic
company. Communities in Connecticut and other areas where Echlin operates
would benefit from the potential to achieve a leadership position in the
global vehicle service industry."

     The combined company would have annual revenues of approximately
$4.5 billion, a balanced portfolio of businesses, strong cash flow,
and substantial cost-saving opportunities. Before any divestitures,
approximately 53% of pro forma combined revenues would be from
aftermarket parts, 33% from original equipment (OE) components and 14%
from service solutions.

     Blystone added, "We believe that the combined company will be well
positioned to integrate the vehicle service process and stay ahead of the
trends transforming our industry. Integration will be essential to better
serve customers in the future, given the blurring lines between original
equipment and aftermarket, the expansion of mega-dealerships and national
parts retailers, the growing importance of repair shop chains and the
increasing technological complexity of vehicles. Echlin's broad range of
aftermarket and OE components fits well with our warranty repair tool
business, dealer equipment programs, diagnostic and emissions testing
equipment, service and owner's manual development, and vehicle component
manufacturing. The combined components portfolio would be complementary,
bringing together Echlin's market-leading position in brake and engine
systems with SPX's strengths in transmission and steering components."

     In addition to Mr. Blystone, SPX's director nominees to replace the
Echlin Board are Alan Schwartz, Sterling Professor at Yale University Law
School; James K. Ashford, a retired senior Tenneco automotive executive and
former Motor magazine "Automotive Aftermarket Man of the Year"; Patrick J.
O'Leary, SPX Vice President - Finance and Chief Financial Officer; and
Christopher J. Kearney, Vice President, Secretary and General Counsel of
SPX.

     SPX intends to employ an aggressive shareholder-focused agenda at
Echlin, focusing on cost structure, use of capital, productivity
enhancements, selective divestitures, and EVA-based compensation. Blystone
said, "We believe Echlin is now in a very similar situation to SPX when we
arrived at the end of 1995. We intend to utilize our leadership experience
and management techniques to achieve superior growth and profitability for
the combined company."

     SPX expects to achieve annual cost savings of $175 million by the
second full year after closing. It plans to eliminate duplicate
corporate costs, realize manufacturing and distribution efficiencies,
streamline Echlin's organizational structure and save on material
costs through improved sourcing. The cost-saving program will include
a headcount reduction of some 3,000 positions throughout Echlin's
operations, or nearly 10% of its global work force. Employees whose
positions are eliminated will receive severance packages and
outplacement assistance. Employees of the combined company will have
exciting career opportunities in an EVA-driven organization.

     SPX will also conduct a strategic review of underperforming Echlin
businesses to determine whether they will be restructured or divested. The
restructuring at Echlin would be patterned after the restructuring
implemented at SPX in the last two years, where sales per employee is up
over 50%, operating margins have nearly doubled and nearly 80% of employees
have compensation tied to improvement in EVA.

     SPX intends to integrate Echlin into SPX with sensitivity to the
interests of Connecticut and other communities where Echlin operates.
According to Echlin's filings and public records, Echlin's total U.S. and
overseas work force of approximately 31,300 includes approximately 800
employees in Connecticut. Of these Connecticut employees, approximately 115
are in Echlin's corporate headquarters in Branford. SPX intends to maintain
a significant presence in Connecticut, exploring expansion opportunities in
the State, continuing to operate Echlin's Branford manufacturing facility,
and evaluating alternatives for Echlin's corporate headquarters. SPX is
also prepared to consider issues related to any other constituencies which
Echlin might identify in the context of a negotiated transaction.

     The SPX offer is subject, among other things, to approval by SPX and
Echlin shareholders, redemption or inapplicability of Echlin's poison pill,
and completion of financing arrangements.

     CIBC Oppenheimer  Corp. is financial advisor to SPX and will
serve as dealer-manager  for the exchange offer. D.F. King & Co., Inc.
is the information agent for the offer.

     SPX Corporation is a global provider of Vehicle Service Solutions to
franchised dealers and independent service locations, Service Support to
Vehicle Manufacturers, and Vehicle Components to the worldwide motor
vehicle industry. SPX's Internet address is www.spx.com.

NOTE TO EDITOR: John Blystone's Letter To The Echlin Board of Directors Is
Attached

     In addition to SPX Corporation and the SPX nominees, the participants
in the planned solicitation may include the following directors and
executive officers of SPX: J. Kermit Campbell (Director), Sarah R. Coffin
(Director), Frank A. Ehmann (Director), Edward D. Hopkins (Director),
Charles E. Johnson II (Director), Ronald L. Kerber (Director), Peter H.
Merlin (Director), David P. Williams (Director), Drew T. Ladau (Vice
President, Business Development), Stephen A. Lison (Vice President, Human
Resources), and Thomas J. Riordan (President, Service Solutions).

     The SPX nominees are James K. Ashford, a retired senior Tenneco
automotive executive; John B. Blystone, Chairman, Chief Executive Officer
and President of SPX; Christopher J. Kearney, Vice President, General
Counsel and Secretary of SPX; Patrick O'Leary, Chief Financial Officer of
SPX; and Alan Schwartz, Sterling Professor at Yale University Law School.
Each SPX nominee, other than Messrs. Blystone, Kearney and O'Leary, the
three executive officers of SPX, will receive a $25,000 fee from SPX for
his participation in the solicitation, and each SPX nominee will be
reimbursed his reasonable out-of-pocket expenses incurred in the
performance of his service as a nominee and, if elected, as a director of
Echlin. SPX has agreed to indemnify each SPX nominee from and against
any losses, claims, charges, liabilities, costs or expenses (including
reasonable legal fees and expenses) arising out of any claim, action, suit,
or proceeding to which the SPX nominee is or is threatened to be made a
party (i) by reason of his being a nominee and a "participant in a
solicitation" (as defined in the Securities Exchange Act of 1934) or (ii)
arising out of or in connection with his service as an Echlin director. SPX
may, but is not obligated to, obtain insurance policies covering any
portion of such indemnification.

     SPX owns 1,150,150 shares of common stock of Echlin. None of the SPX
nominees or the above-named directors or executive officers of SPX owns any
shares of Echlin common stock.

     CIBC Oppenheimer Corp., an investment banking firm that provides a
full range of financial services for institutional and individual clients,
is acting as financial advisor to SPX in connection with the proposed
business combination, and will act as dealer manager of the exchange offer,
for which services SPX has paid a fee of $500,000 and has agreed to pay
additional fees, up to a maximum of $8.5 million in the aggregate (in
addition to any fees which may be paid to it in connection with arranging
or participating in the financing of the transaction), a substantial
portion of which is contingent upon the consummation of the proposed
business combination. SPX has also agreed to reimburse CIBC Oppenheimer for
its reasonable out-of-pocket expenses, including reasonable legal fees up
to a specified maximum, and to indemnify CIBC Oppenheimer and certain
related persons against certain liabilities and certain expenses in
connection with its engagement, including certain liabilities under the
federal securities laws.

     In connection with CIBC Oppenheimer's engagement as financial advisor,
officers and employees of CIBC Oppenheimer may communicate in person, by
telephone or otherwise with a limited number of institutions, brokers or
other persons who are shareholders of Echlin for the purpose of assisting
in the solicitation of Demands for the Special Meeting. CIBC Oppenheimer
will not receive any fee for or in connection with such solicitation
activities apart from the fees which it is otherwise entitled to receive as
described above. The following directors or employees of CIBC Oppenheimer
may solicit demands: Roger C. Kahn (Managing Director), Jonathan B. Lamont
(Analyst), Stuart A. Taylor II (Managing Director) and J. Michael Whitted
(Director). CIBC Oppenheimer does not admit or deny that any of its
directors, officers or employees is a "participant" as defined in Schedule
14A promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, or that such Schedule 14A
requires the disclosure of certain information concerning such persons. In
the normal course of its business, CIBC Oppenheimer regularly buys and
sells Echlin's common stock for its own account and for the accounts
of its customers, which transactions may result from time to time in CIBC
Oppenheimer and its associates having a net "long" or net "short" position
in Echlin's common stock or option contracts with other derivatives in
or relating to Echlin's securities. As of February 13, 1998, CIBC
Oppenheimer had no positions in Echlin's securities.

     None of the above-named directors or employees of CIBC Oppenheimer
owns any shares of Echlin common stock.

     A registration statement relating to the SPX securities referred to in
this news release has been filed with the Securities and Exchange
Commission but has not yet become effective. Such securities may not be
sold nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This news release shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be any
sale of these securities in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such state.

Statements in this press release that are not strictly historical are
"forward-looking" statements within the meaning of the Safe Harbor
provisions of the federal securities laws. Investors are cautioned that
such statements are solely predictions and speak only as of the date of
this release. Actual results may differ materially due to risks and
uncertainties that are described in the company's Form 10-K for 1996, the
1996 Annual Report to shareholders, and Form 10-Q for the first, second and
third quarters of 1997. For certain cautionary statements, investors are
referred to the preliminary prospectus in the Registration Statement on
Form S-4 filed with the Securities and Exchange Commission today which is
available, among other sources, from SPX by contacting SPX's corporate
offices at 616-724-5000 and through the SEC's website at www.sec.gov.

                                   # # #

                             February 17, 1998

The Board of Directors of Echlin, Inc.:

The Board of Directors of SPX Corporation has authorized us to propose a
strategic business combination of SPX and Echlin in which shareholders of
Echlin would receive $12.00 in cash and 0.4796 share of SPX Common Stock
for each outstanding Echlin Share (the "Consideration"). Based on this past
Friday's closing price on the New York Stock Exchange of $75-1/16 per share
of SPX Common Stock, the Consideration to be paid to Echlin's shareholders
has a value of $48 per Echlin share, or a total of approximately $3.0
billion. This represents a 23% current premium and is 32% above Echlin's
30-day average trading price.

Echlin's shareholders would own approximately 70% of the equity of the
combined entity, which we believe will be well positioned for future
growth. Our press release, as well as a proposed Merger Agreement
pursuant to which the transaction could be quickly effected, is
enclosed. You will note that, should Echlin enter into the Merger
Agreement, in addition to the 75% stock and 25% cash exchange offer
proposal, Echlin shareholders would be given the option of electing to
receive either all cash or all stock, subject to proration, in a
partially tax-free reorganization.

As you know, SPX first contacted Echlin close to a year ago to discuss a
strategic combination. The company has repeatedly rebuffed our offer to
negotiate a transaction -- or even to allow us to meet with the Board so we
might explain to you the substantial long- and short-term benefits of such
a combination to Echlin and its shareholders, customers, employees and
other constituencies. Given the rapid pace of consolidation in our industry
and the logic of this transaction, you leave us no choice but to take our
offer directly to Echlin's shareholders. To that end, we are today filing a
registration statement with the Securities and Exchange Commission and we
will start an exchange offer for all of the outstanding shares of Echlin
for the Consideration as soon as that registration statement is declared
effective by the SEC.

We have received a "highly confident" letter from Canadian Imperial Bank of
Commerce and its affiliate, CIBC Oppenheimer Corp., to finance the cash
portion of the offer, refinance existing debt and provide working capital.
CIBC Oppenheimer Corp. is SPX's investment banker and will serve as the
dealer-manager of the exchange offer.

The Echlin poison pill purports to prevent the acquisition of more than 20%
of Echlin shares without approval by Echlin's Board. Accordingly, we have
also filed today with the SEC our preliminary materials to solicit written
shareholder demands that a special meeting of Echlin's shareholders be
called and held in order to vote on the removal of the present Board of
Directors of Echlin and the election of SPX's nominees in their place.
SPX's nominees, if elected, will take all action needed to facilitate the
consummation of our offer, subject to their fiduciary duty as directors of
Echlin.

As you may be aware, we received antitrust clearance for our offer on
February 5, 1998. We currently own 1.15 million shares of Echlin, or
approximately 1.8% of Echlin's total shares outstanding. This is a larger
stake than the combined ownership of all of Echlin's current officers and
directors, based on publicly available information. Under separate cover,
we are sending Echlin's Secretary our written demand that a special meeting
of Echlin's shareholders be called and held as well as notices of our
nominees and proposals for the special meeting. Alternatively we ask that
you call a special meeting of shareholders yourselves so that they may
promptly consider and vote upon our acquisition proposal.

Under Connecticut law, Echlin must give notice of a special meeting within
30 days of a demand by holders of 35% of Echlin's outstanding shares and
must hold the meeting within 60 days of giving such notice. At the special
meeting, existing directors are removed if more shareholders vote in favor
of removal than vote against removal; new directors are elected by a
plurality vote.

We are confident that this combination will benefit the shareholders of
both companies, while providing superb products and services for customers
and new opportunities for employees. The transaction, which we expect to be
substantially accretive to SPX's earnings per share in the first full year
after closing, will allow the combined company to stay ahead of the
changing market dynamics transforming our industry. Together, we will be
able to provide more fully integrated vehicle service -- from the
manufacture of components and specialty service tools to complete service
solutions -- to better serve our customers.

Under our proposal, Echlin's shareholders would receive a substantial
premium to Echlin's recent share price and participate as SPX shareholders
in what we believe is significant upside potential. Echlin's stock has
underperformed for years, remaining essentially flat during the strong bull
market of 1996-97 -- while SPX's stock has more than quadrupled in the same
two years under our leadership team. Accordingly, we expect we will be able
to attract the support from your shareholders to call a special meeting at
which they can vote to replace the existing Echlin Board with our nominees.
We would still prefer a negotiated transaction and stand ready to meet with
you and your advisors to discuss the attached Merger Agreement.

We believe that the combination of SPX and Echlin represents a
tremendous opportunity to the shareholders, customers, suppliers,
communities and employees of both companies. I've briefly outlined
below the strategic rationale for combining SPX and Echlin:

Combining SPX And Echlin Will Create A Company With The Scale And
Capabilities To Excel In The Rapidly Consolidating $350 Billion Vehicle
Service Industry.
Together we could integrate the vehicle service process -- from original
equipment vehicle components to specialty repair tools and services to
replacement parts -- staying ahead of the trends transforming our industry.
This will enable us to better serve customers -- given the blurring lines
between OE and aftermarket, the expansion of mega-dealerships and national
parts retailers, the growing importance of repair shop chains and
increasing technological complexity of vehicles. Echlin's broad range of
aftermarket and original equipment components fits extremely well with
SPX's warranty repair tool business, dealer equipment programs, diagnostic
and emissions testing equipment, service and owner's manual development,
and vehicle component manufacturing. The combined components portfolio
would be complementary, bringing together Echlin's market-leading position
in brake and engine systems with our strengths in transmission and steering
components.

SPX's Team Will Apply Its Leadership Experience And Management Techniques
To Improve Echlin.
In just two years, SPX has been transformed from a laggard to a leader,
with dramatically improved operating performance, Economic Value Added
(EVA(R) - net operating profit after-tax minus a charge for the cost of
capital) and share price. While Echlin's stock was essentially flat in the
1996-97 period, SPX's stock price has more than quadrupled in the same two
years under our leadership team. We intend to employ a similar aggressive
shareholder-focused EVA agenda to Echlin, focusing on cost structure, use
of capital, productivity enhancements, selective divestitures, and
compensation based on EVA.

This Transaction Would Benefit The Shareholders Of Both Companies.
Echlin shareholders would receive a substantial cash premium and own
approximately 70% of the combined company. SPX's shareholders would own
shares in a much larger company with increased value-creation
opportunities. Both sets of shareholders will benefit from the application
of our leadership team's experience and management techniques to a larger
platform in the vehicle components and service industry. We believe your
other constituencies will benefit as well.

We are excited about the prospects for a combined SPX and Echlin,
which will be well positioned for growth and profitability. After
completion of our proposed merger, the combined company will have
annual revenues of approximately $4.5 billion, a balanced portfolio of
businesses, strong cash flow and substantial cost-saving
opportunities. Before any divestitures, approximately 53% of pro forma
combined revenues will be from aftermarket parts, 33% from original
equipment components and 14% from service solutions.

We expect to achieve annual cost savings of $175 million by the second full
year after closing. We would eliminate duplicate corporate costs, realize
manufacturing and distribution efficiencies, streamline Echlin's
organizational structure and save on material costs through improved
sourcing. This would entail a headcount reduction of approximately 3,000
positions throughout Echlin's operations, or nearly 10% of its global work
force. Those employees whose positions are eliminated will receive
severance packages and outplacement assistance. Employees of the combined
company will have exciting career opportunities in the new EVA-driven
organization.

We will also conduct a strategic review of underperforming Echlin
businesses to determine whether they will be restructured or divested. The
restructuring at Echlin would be patterned after the restructuring
implemented at SPX in the last two years, where sales per employee is up
over 50%, operating margins have nearly doubled and nearly 80% of
employees have compensation tied to improvement in EVA.

As we've done at SPX, our leadership team will quickly implement EVA
as both a financial tool and driver of cultural change. The
progressive shareholder-oriented financial strategies adopted at SPX
will be extended to the combined entity.

In addition to myself, SPX's director nominees to replace the Echlin Board
are Alan Schwartz, Sterling Professor at Yale University Law School; James
K. Ashford, a retired senior Tenneco automotive executive and former Motor
magazine "Automotive Aftermarket Man of the Year;" Patrick J. O'Leary, SPX
Vice President - Finance and Chief Financial Officer; and Christopher J.
Kearney, Vice President, Secretary and General Counsel of SPX.

We know you will be concerned with the potential effect of our
proposed transaction on local communities, so let me assure you that
SPX intends to integrate Echlin into SPX with sensitivity to the
interests of Connecticut and other communities where Echlin operates.

According to Echlin's filings and public records, Echlin's total U.S.
and overseas work force of approximately 31,300 includes approximately
800 employees in Connecticut. Of these Connecticut employees,
approximately 115 are in Echlin's corporate headquarters in Branford.
SPX intends to maintain a significant presence in Connecticut,
exploring expansion opportunities in the State, continuing to operate
Echlin's Branford manufacturing facility, and evaluating alternatives
for Echlin's corporate headquarters.

As we have repeatedly said, our strong preference is to
complete this transaction on a negotiated basis. While we believe we
have made a full and fair offer based on publicly available
information, we are prepared to recognize any additional value Echlin
can substantiate in the context of a negotiated transaction. We are
also prepared to consider issues relating to any other constituencies
you may identify to us. We are prepared to meet immediately with you
and your advisors to quickly complete a transaction that is clearly in
the best interests of both companies.


                                            Sincerely,



                                            John B. Blystone



Attachments
Merger Agreement
Press Release
Preliminary Solicitation Materials, as filed with the Securities and
  Exchange Commission
Registration Statement on Form S-4, as filed with the Securities and 
  Exchange Commission
                              SPX Corporation



                             February 17, 1998

                               TODAY'S AGENDA
                               --------------




     .    Discuss 4Q and 1997 year end results and provide '98 guidance

     .    Discuss our offer for Echlin

          -    Industry trends

          -    Strategic rationale

          -    Financial logic

          -    Our track record

          -    Our program for Echlin

                       SPX EARNINGS PER SHARE UPDATE
                       -----------------------------




EPS (diluted) before unusual items

     -    Fourth Quarter = $0.83

          .    159% improvement over 1996

          .    First Call Consensus $0.80

     -    Full Year 1997 = $3.01

          .    71% improvement over '96

          .    First Call Consensus $2.99




                      OUT-PERFORMED ANALYST ESTIMATES

                       SPX 1997 PERFORMANCE SCORECARD
                       ------------------------------






 .  E.P.S.                 $3.01 per share       71% improvement over '96

 .  EVA(R)Improvement      $18.8 million         $45 million over two years

 .  MVA                    Nearly $400 million   $700+ million over two years

 .  Headcount              36% fewer people      Sales per employee up 30% 
                                                  over '96

 .  Operating Margin       8%                    25% improvement over '96

 .  Revenue                +7%                   Past several years flat

 .  Shareholder Actions    Dutch Auction         Repurchased 17% in '97










                      EXCEEDING FINANCIAL COMMITMENTS

                            SPX GUIDANCE - 1998
                            -------------------






 .   1998 Revenue Growth guidance -- 10%
      (over 1997 Pro Forma)

 .   1998 Q1 EPS Guidance -- $0.80

 .   1998 FY EPS Guidance -- $3.85 -- $4.00





                DOUBLE-DIGIT GROWTH AND 30% EPS IMPROVEMENT

                               SPX AND ECHLIN

                    RATIONALE FOR SPX AND ECHLIN MERGER
                    -----------------------------------




 .    Vehicle service industry is rapidly evolving

 .    Combination benefits shareholders, customers and employees of SPX and
     Echlin

 .    SPX's leadership experience and management techniques will be applied
     to Echlin

 .    SPX will cut costs, improve profitability and position combined
     company for growth

                            WHY THIS OFFER NOW?
                            -------------------






 .    SPX has been pursuing a strategic business combination with Echlin for
     a year

 .    SPX has initiated three meetings with Echlin and has sent several
     letters regarding proposed deal

 .    Echlin has repeatedly rebuffed our offer to negotiate a transaction --
     Echlin Board refuses to meet with us

 .    Rapid industry consolidation and strategic rationale for transaction
     make it necessary to take our offer directly to Echlin's shareholders

                           SUMMARY OF SPX's OFFER
                           ----------------------






 .    Structure:  Exchange offer for all Echlin shares

 .    Value:      $48 per Echlin share or approximately $3 billion

 .    Terms:      $12 in cash, 0.4796 SPX shares per Echlin share; 1/4 cash, 3/4
                 stock; fixed exchange ratio

 .    Premium:    23% over Echlin's close on Friday
                 32% above 30-day average

 .    Earnings:   Expect substantial accretion in first full year

                   SPX POSITIONED TO COMPLETE TRANSACTION
                   --------------------------------------






 .    SPX owns 1.15 million Echlin shares, 1.8% of Echlin, and more than
     combined ownership of Echlin's officers and directors

 .    SPX has received antitrust clearance for the transaction

 .    SPX has received "highly confident" letter for $2.4 billion of
     financing from CIBC

 .    SPX has filed exchange offer materials with SEC

 .    SPX has filed materials with SEC to call special meeting of Echlin's
     shareholders to replace the Echlin Board

                           ANTICIPATED TIMETABLE
                           ---------------------






 February 1998                       March 1998                    June 1998

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

Solicitation             [arrow]   Collect            [arrow]    Special
to Call                            Demands from                  Meeting to
Special                            35% of Echlin                 Remove Echlin
Meeting                            Shareholders                  Board and
                                   for a Special                 Replace with
                                   Meeting                       SPX Slate

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

Governance                                                       Governance
Requirement:                                                     Requirement:

35% of                                                           Removal:  More
  Outstanding                                                      Votes For
  Shares                                                           Than Against
                        

                                                                 Election:  
                                                                   Plurality of
                                                                   Votes Cast






         PROCESS COULD BE ACCELERATED WITH A NEGOTIATED TRANSACTION

                         RAPIDLY CHANGING INDUSTRY
                         -------------------------






 .    Consolidation in $350 billion vehicle service industry

 .    Blurring lines between OE and aftermarket

 .    Expansion of mega-dealerships and national parts retailers

 .    Growing importance of repair shop chains

 .    Increasing technological complexity of vehicles

 .    Integration of the vehicle service process necessary to compete and
     better serve customers in the future

 .    SPX and Echlin will have scale and capabilities to excel

                TRENDS TRANSFORMING VEHICLE SERVICE INDUSTRY
                --------------------------------------------






         TRENDS                                              IMPACT
- --------------------------                          --------------------------
                                          
 .  Aftermarket demand model       [arrow]           .  Restructuring within
   predicts slowing growth                             industry required
                                   
 .  Weak demand creates                                 - Plant rationalization
   operational problems
      
 .  DIY demand will continue                            - Downsize distribution
   to weaken                                             networks

                                                       - Write-off inventories

                                                    .  Consolidation of players
                                                       required

                                                       - OE/Aftermarket lines
                                                         blurring

                                                       - Economies of scale in
                                                         distribution and
                                                         manufacturing

                                                       - Integration of vehicle
                                                         service lifecycle






                     AUTO AFTERMARKET GROWTH IS SLOWING
            INDUSTRY RESTRUCTURING AND CONSOLIDATION IS REQUIRED

                         VEHICLE SERVICE LIFECYCLE
                         -------------------------






                  [CHART DESCRIBING BUSINESS SEGMENTS
               AT DIFFERENT POINTS IN VEHICLE LIFECYCLE]







                  INTEGRATION OF VEHICLE SERVICE LIFECYCLE
                     IS CRITICAL FOR LONG-TERM SUCCESS

                   INTEGRATION OF VEHICLE SERVICE PROCESS
                   --------------------------------------






                         VEHICLE SERVICE LIFECYCLE



             [CHART DESCRIBING VEHICLE SERVICE LIFECYCLE]







            FEEDBACK OF DATA DRIVES IMPROVED SERVICE AND QUALITY
              FOR CUSTOMERS/DISTRIBUTORS, OEM'S AND END-USERS

                            SHAREHOLDER BENEFITS
                            --------------------






 .    Echlin shareholders will receive an immediate 23% premium and 32%
     premium over 30-day trading average

 .    Echlin Shareholders will own 70% of a combined company with upside
     potential

 .    SPX shareholders will own part of larger company with increased
     value-creation opportunities

 .    Combined company will be a global leader across entire vehicle service
     lifecycle

                      SPX HAS "BEEN THERE, DONE THAT"
                      -------------------------------







 .    SPX had been a long time underperformer

 .    Current leadership team successfully turned around SPX in just two
     years

     -   Quickly implemented EVA as financial tool and driver of cultural 
         change

     -   Took shareholder-friendly actions

 .    Operating margins doubled

 .    Sales per employee up more than 50%

 .    Stock price quadrupled

                         ECHLIN STOCK TOTAL RETURN
                         -------------------------






          [CHART COMPARING ECHLIN STOCK TOTAL RETURN TO SPX]







                  ECHLIN STOCK UNDERPERFORMING EVEN AFTER
                    NEARLY ONE YEAR UNDER NEW LEADERSHIP

                        SPX AND ECHLIN TOTAL RETURN
                        ---------------------------






                  [CHART COMPARING SPX AND ECHLIN STOCK
                         TOTAL RETURN TO SPX]







      SPX's STOCK HAS QUADRUPLED WHILE ECHLIN's STOCK HAS STAYED FLAT

                          SPX's PROGRAM FOR ECHLIN
                          ------------------------






 .    Application of an aggressive shareholder focused agenda to Echlin

 .    Focus on cost structure

 .    More effective use of capital

 .    Productivity enhancements

 .    Selective divestitures

 .    EVA-based compensation

                          SPX's PROGRAM FOR ECHLIN
                          ------------------------







 .    Achieve annual cost savings of at least $125 million in first full
     year, increasing to $175 million thereafter

 .    Reduce headcount by approximately 3,000 positions or nearly 10% of
     Echlin's global workforce

 .    Restructure or divest underperforming Echlin assets

 .    Accelerate EVA-based compensation programs

 .    Pursue targeted share repurchases

 .    Speed and execution are crucial

                           ESTIMATED COST SAVINGS
                           ----------------------






(In $ Millions)



                                            Year 2              Total Annual
                                          Additional              Savings,
                        Year 1             Savings            Yr. 2 and Beyond
                        ------            ----------          ----------------
Headcount Reduction      $100               $20                    $120
(3,000 x $40K)

Duplicate Corporate        10                10                      20
Costs

Manufacturing/             15                20                      35
Distribution 
Rationalization, 
Sourcing
                        ------            ----------         -----------------
Total                    $125               $50                    $175
                        ======            ==========         =================






                      ESTIMATED COST SAVINGS WILL MAKE
                         TRANSACTION EPS ACCRETIVE

                           VALUE/EVA OPPORTUNITY
                           ---------------------







                             SALES PER EMPLOYEE
                              (In $ Thousands)





                    [CHART COMPARING SPX AND ECHLIN
                   SALES PER EMPLOYEE TO PEER GROUP]













LTM = Last twelve months

Peer Group Includes:  Arvin, Dana, Federal Mogul, Standard Motor Products







             ECHLIN HAS LOWEST SALES PER EMPLOYEE IN PEER GROUP
            SIGNIFICANT OPPORTUNITY FOR PRODUCTIVITY IMPROVEMENT

                           VALUE/EVA OPPORTUNITY
                           ---------------------







                 CAPITAL EXPENDITURES AS A PERCENT OF SALES




                 [CHART COMPARING CAPITAL EXPENDITURES
                    AT SPX, ECHLIN AND PEER GROUP]













LTM = Last twelve months







                   ECHLIN HAS HIGHEST CAPEX IN PEER GROUP
         SIGNIFICANT OPPORTUNITY FOR MORE EFFICIENT USE OF CAPITAL

                           VALUE/EVA OPPORTUNITY
                           ---------------------







                        DIVIDEND YIELD SINCE 4/1/97




               [CHART COMPANY DIVIDEND YIELD AT ECHLIN,
                         SPX AND PEER GROUP]







              ECHLIN HAS HIGHEST DIVIDEND YIELD IN PEER GROUP
               OPPORTUNITY FOR MORE EFFICIENT USE OF CAPITAL

                            STRATEGIC RATIONALE
                            -------------------






        [CHART DESCRIBING BUSINESS SEGMENTS AT SPX AND ECHLIN]







           COMBINATION INTEGRATES SERVICE PROCESS WITH COMPONENTS
                 GOOD FIT OF BUSINESS -- NEGLIGIBLE OVERLAP

                        PROFILE OF COMBINED COMPANY
                        ---------------------------






                               SALES PROFILE
                              COMBINED COMPANY



            [CHART DESCRIBING PROFILE OF COMBINED COMPANY]







               COMBINED COMPANY WILL BE GLOBAL MARKET LEADER
                IN SERVICE SOLUTIONS AND VEHICLE COMPONENTS

                               PRO FORMA 1998
                               --------------






                                  Net                Shares
                                Income            Outstanding             EPS
                                ------            -----------            -----
                                   (in $ millions, except per share items)

SPX - 1998 analysts'             $51.0               12.900              $3.95
expectation(1)

Echlin - 1998 analysts'          143.9                 --                 --
expectation(1)

Transaction:                    (78.0)                 --                 --
   $83 of incremental 
   interest, goodwill
   amortization of $22 
   and other expense
   of $7

Shares issued:                    --                 30.700               --
   64.1 million Echlin 
   shares @ exchange
   ratio of 0.4796
                                ------            -----------            -----
BEFORE SAVINGS                  $116.9               43.600              $2.68

$90 million savings              55.3                  --                 --
   (pretax) required to
   be EPS neutral
                                ------            -----------            -----
ADJUSTED                        $172.2               43.600              $3.95
                                ======            ===========            =====


(1)  Numbers derived from First Call consensus of $3.95 per share for SPX
     and $2.28 per share for Echlin.

         $90 MILLION OF SAVINGS REQUIRED TO BE EPS NEUTRAL IN 1998

                               SPX AND ECHLIN


Certain statements contained in these slides that are not historical facts
are "Forward-Looking Statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and are thus prospective. These
Forward-Looking Statements are subject to risks, uncertainties and other
factors which could cause actual results to differ materially from future
results expressed or implied by such Forward-Looking Statements. More
information regarding such risks can be found in SPX's 1996 Form 10-K,
three-month, six-month, and nine-month Forms 10-Q and SPX's Registration
Statement on Form S-4, filed February 17, 1998.