PROSPECTUS SUPPLEMENT NO. 3

                                $415,000,000
                              SPX CORPORATION
                   LIQUID YIELD OPTION(TM) NOTES DUE 2021
                            (ZERO COUPON-SENIOR)
                                    AND
                        COMMON SHARES ISSUABLE UPON
                  CONVERSION AND/OR PURCHASE OF THE LYONS

     This prospectus supplement supplements the prospectus dated December
3, 2001 of SPX Corporation, as supplemented December 13, 2001 and December
27, 2001, relating to the sale by certain of our securityholders (including
their pledgees, donees, assignees, transferees, successors and others who
later hold any of our securityholders' interests) of up to $415,000,000
aggregate principal amount at maturity of LYONs and the common shares
issuable upon conversion, and/or purchase by us, of the LYONs. You should
read this prospectus supplement in conjunction with the prospectus, and
this prospectus supplement is qualified by reference to the prospectus,
except to the extent that the information in this prospectus supplement
supersedes the information contained in the prospectus. Capitalized terms
used in this prospectus supplement and not otherwise defined herein have
the meanings specified in the prospectus.

     The table of selling securityholders contained on page 44 of the
prospectus is hereby amended to add the entities who are named below as
selling securityholders.



                                                    AGGREGATE PRINCIPAL      PERCENTAGE OF       NUMBER OF      PERCENTAGE OF
                                                   AMOUNT AT MATURITY OF         LYONS         COMMON SHARES    COMMON SHARES
                        NAME                            LYONS THAT MAY        OUTSTANDING      THAT MAY BE     OUTSTANDING(3)
                                                          BE SOLD(1)                              SOLD(2)
                                                                                                          
    D.E. Shaw Valence, L.P.                       $   12,000,000                 2.89%            53,152              *
    D.E. Investments, L.P.                        $    3,000,000                   *              13,288              *


 * Less than one percent (1%).

(1)    Amounts indicated may be in excess of the total amount registered
       due to sales or transfers exempt from the registration requirements
       of the Securities Act since the date upon which the selling
       securityholders provided to us the information regarding their
       LYONs.

(2)    Assumes conversion of all of the holder's LYONs at a conversion rate
       of 4.4294 common shares per $1,000 principal amount at maturity of
       the LYONs. This conversion rate is subject to adjustment, however,
       as described under "Description of the LYONs--Conversion Rights." As
       a result, the number of common shares issuable upon conversion of
       the LYONs may increase or decrease in the future. Does not include
       common shares that may be issued by us upon purchase of LYONs by us
       at the option of the holder.

(3)    Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using
       40,420,975 common shares outstanding as of December 26, 2001. In
       calculating this amount for each holder, we treated as outstanding
       the number of common shares issuable upon conversion of all of that
       holder's LYONs, but we did not assume conversion of any other
       holder's LYONs. Does not include common shares that may be issued by
       us upon purchase of LYONs by us at the option of the holder.




Investing in the LYONs involves risks that are described in the "Risk
Factors" section beginning on page 11 of the prospectus.

Neither the Securities and Exchange Commission, any state securities
commission nor any other regulatory body has approved or disapproved of
these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.


(TM)TRADEMARK OF MERRILL LYNCH & CO., INC.


        The date of this prospectus supplement is January 11, 2002.