SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                                (Amendment No. )*


                                 SPX Corporation
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    784635104
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                                            with a copy to:
Alexander J. Roepers                        Allen B. Levithan
Atlantic Investment Management, Inc.        LOWENSTEIN SANDLER PC
666 Fifth Avenue                            65 Livingston Avenue
New York, New York  10103                   Roseland, New Jersey  07068
(212) 484-5050                              (973) 597-2500
- --------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                 August 2, 2004
- --------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)


If the filing person has previously  filed a statement on Schedule l3G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ].

Note:  Schedules  filed in paper format shall include a signed original and five
copies of the  schedule,  including  all  exhibits.  See Rule l3d-7(b) for other
parties to whom copies are to be sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).





     CUSIP NO.  784635104
- --------------------------------------------------------------------------------
1)   Names of Reporting  Persons.  I.R.S.  Identification  Nos. of Above Persons
     (entities only):

                  Atlantic Investment Management, Inc.
- --------------------------------------------------------------------------------
2)   Check the Appropriate Box if a Member of a Group (See Instructions):

            (a)              (b)
                -------          ------
- --------------------------------------------------------------------------------
3)   SEC Use Only

- --------------------------------------------------------------------------------
4)   Source of Funds (See Instructions):  AF, OO

- --------------------------------------------------------------------------------
5)   Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
     or 2(e):
                    Not Applicable
- --------------------------------------------------------------------------------
6)   Citizenship or Place of Organization:   Delaware

- --------------------------------------------------------------------------------
     Number of                          7)  Sole Voting Power:       4,584,400*
                                        ----------------------------------------
     Shares Beneficially                8)  Shared Voting Power:             0
                                        ----------------------------------------
     Owned by
     Each Reporting                     9)  Sole Dispositive Power:   4,584,400*
                                        ----------------------------------------
     Person With:                      10)  Shared Dispositive Power:        0
                                        ----------------------------------------
- --------------------------------------------------------------------------------
11)  Aggregate Amount Beneficially Owned by Each Reporting Person:
                   4,584,400*
- --------------------------------------------------------------------------------
12)  Check  if  the  Aggregate  Amount in  Row (11) Excludes Certain Shares (See
     Instructions):
                      Not Applicable
- --------------------------------------------------------------------------------
13)  Percent of Class Represented by Amount in Row (11):      6.02%*
- --------------------------------------------------------------------------------
14)  Type of Reporting Person (See Instructions):  IA

- --------------------------------------------------------------------------------
*Includes:  (i) 891,650 shares (1.2%) of  the Issuer's  common stock,  par value
$10.00 per share  ("Shares"),  beneficially  owned by AJR  International  (BVI),
Inc., a British Virgin Islands company,  (ii) 470,850 Shares (0.6%) beneficially
owned by Quest Capital  Partners,  L.P., a Delaware limited  partnership,  (iii)
1,306,000  Shares  (1.7%)  beneficially  owned by Cambrian  Fund (BVI),  Ltd., a
British Virgin Islands company, (iv) 567,300 Shares (0.7%) beneficially owned by
Cambrian Partners,  L.P., a Delaware limited  partnership,  (v) 1,342,600 Shares
(1.8%) held in several  Managed  Accounts  ("Managed  Accounts")  and (vi) 2,400
Shares  (0.003%)   beneficially  owned  by  Atlantic   Investment   Management's
401k/Profit  Sharing  Plan.  In addition, the sole shareholder  of the Reporting
Person, Mr. Alexander J. Roepers, beneficially  owns 3,600 Shares (0.005%).  The
Reporting Person, serving as the investment advisor of the foregoing parties and
the  Managed  Accounts,  has sole voting and  dispositive  power over all Shares
beneficially owned by such parties or held in the Managed Accounts.  See Items 2
and 5 for additional details.





Item 1.   Security and Issuer
          -------------------

          This statement relates to the common stock, par value $10.00 per share
(the  "Shares"),  of SPX Corporation  (the  "Issuer").  The Issuer has principal
executive offices located at 13515 Ballantyne Corporate Place, Charlotte,  North
Carolina 28277.


Item 2.   Identity and Background
          -----------------------

          (a)  This statement is filed  by Atlantic Investment Management, Inc.,
a  Delaware  corporation  (the "Reporting  Person"),  with  respect to 4,584,400
Shares over which the Reporting  Person has sole dispositive and voting power by
reason of serving as the investment advisor to (i) AJR International (BVI) Inc.,
a British Virgin Islands company ("AJR"),  (ii) Quest Capital Partners,  L.P., a
Delaware  limited  partnership  ("Quest"),  (iii)  Cambrian Fund (BVI),  Ltd., a
British Virgin Islands company ("Cambrian Fund"), (iv) Cambrian Partners,  L.P.,
a Delaware  limited  partnership  ("Cambrian  Partners"),  (v)  several  managed
accounts  (the  "Managed  Accounts"),  (vi)  Atlantic   Investment  Management's
401k/Profit  Sharing  Plan (the  "Plan") and (vii)  Alexander  J.  Roepers,  the
president and sole shareholder of the Reporting Person.  Mr. Roepers also serves
as the general partner of Quest and Cambrian Partners.

          (b)  The business  address of the Reporting  Person and Mr. Roepers is
666 Fifth Avenue, 34th Floor, New York, New York 10103.

          (c)  The principal  business  of the  Reporting  Person  is that of an
investment  advisor  engaging  in  the  purchase  and  sale  of  securities  for
investment  with the objective of capital  appreciation on behalf of AJR, Quest,
Cambrian  Fund,  Cambrian  Partners,  the  Managed  Accounts,  the  Plan and Mr.
Roepers. The principal occupation of Mr. Roepers is serving as the president and
managing officer of the Reporting Person.

          (d)  Neither the Reporting Person nor Mr. Roepers has, during the past
five (5) years,  been  convicted  in a criminal  proceeding  (excluding  traffic
violations or similar misdemeanors).

          (e)  Neither the Reporting Person nor Mr. Roepers has, during the past
five  (5)  years,  been a  party  to  any  civil  proceeding  of a  judicial  or
administrative body of competent jurisdiction and as a result of such proceeding
was or is now subject to a  judgment,  decree or final  order  enjoining  future
violations  of, or prohibiting  or mandating  activities  subject to, federal or
state securities laws or finding any violation with respect to such laws.

          (f)  Mr. Roepers is a citizen of The Netherlands.





Item 3.   Source and Amount of Funds or Other Consideration
          -------------------------------------------------

          The Shares  purchased by the Reporting Person on behalf of AJR, Quest,
Cambrian  Fund,  Cambrian  Partners,  the  Managed  Accounts  and the Plan  were
purchased  with the  investment  capital  of such  entities  and  accounts.  The
Shares  purchased  individually  by Mr. Roepers were purchased with the personal
funds of Mr. Roepers. The aggregate amount of funds used in making the purchases
reported on this Schedule 13D was $29,276,642.


Item 4.   Purpose of Transaction
          ----------------------

          The Reporting Person acquired, on behalf of AJR, Quest, Cambrian Fund,
Cambrian Partners, the Managed Accounts, the Plan and Mr. Roepers, and continues
to hold,  the Shares  reported  herein for  investment  purposes.  The Reporting
Person intends to evaluate the performance of the Shares as an investment in the
ordinary  course  of  business.  The  Reporting  Person  pursues  an  investment
objective  that  seeks  capital   appreciation.   In  pursuing  this  investment
objective,  the Reporting Person analyzes the operations,  capital structure and
markets of companies in which the Reporting  Person's clients invest,  including
the  Issuer,  on a  continuous  basis  through  analysis  of  documentation  and
discussions   with   knowledgeable   industry  and  market  observers  and  with
representatives of such companies.

          The Reporting Person will continuously  assess the Issuer's  business,
financial  condition,  results of operations  and  prospects,  general  economic
conditions,  the  securities  markets  in  general  and those for the  Shares in
particular, other developments and other investment opportunities.  Depending on
such  assessments,  the Reporting  Person may acquire  additional  Shares or may
determine  to sell or otherwise  dispose of all or some of the Shares  presently
held  by AJR, Quest,  Cambrian Fund,  Cambrian Partners,  the  Managed Accounts,
the Plan and Mr. Roepers in  the open market or in  private  transactions.  Such
actions will depend upon a variety of factors,  including,  without  limitation,
current and  anticipated  future  trading  prices for the Shares,  the financial
condition,  results of  operations  and  prospects  of the  Issuer,  alternative
investment  opportunities,  general  economic,  financial  market  and  industry
conditions and other factors that the Reporting  Person may deem material to its
investment decision.

          The  Reporting  Person will continue its active  discussions  with the
Issuer's management and other third parties with respect to actions, which might
be taken by the  management of the Issuer to maximize  shareholder  value of the
Issuer.





          Specifically,  in response to the Issuer's  2004 Proxy  Statements  as
filed on March 20, 2004 and the Issuer's February 26, 2004 earnings release, the
Reporting Person has written to the Issuer's  Chairman,  CEO and President,  Mr.
John  Blystone,  with  recommendations  to  improve  on  the  Issuers'  investor
relations,  corporate governance and executive compensation practices. Among the
recommendations,  the Reporting  Person believes that the Issuer would be better
served by an  enlarged  Board of  Directors  and  suggested  adding at least two
additional qualified independent  directors.  The Reporting Person also proposes
that director  compensation be brought in line with that of comparable companies
and become  detached  from the  Issuer's EVA  compensation  plan.  Further,  the
Reporting Person urged the Issuer to alter its executive  compensation  plans in
order to bring the Issuers'  executive  compensation in line with peer companies
and shareholders interests.

          In  response  to the  Issuer's  June 23,  2004  announcement  that the
Issuer's  Board of  Directors  has  commenced  a review  of the  Issuer's  stock
compensation plan, the Reporting Person wrote to Mr. David Williams, Chairman of
the Compensation  Committee of the Issuer's Board of Directors,  to urge him and
the Board of Directors to widen his review to encompass  all matters  related to
the Issuer's executive and director compensation practices,  including executive
employment agreements, the EVA compensation plan, the RSU program and relocation
loans in order to bring the Issuer's  executive  compensation  in line with peer
companies and shareholders interests.

          Except as set forth above,  the Reporting  Person has no present plans
or proposals which relate to or would result in any of the transactions required
to be described in Item 4 of Schedule 13D.


Item 5.   Interest in Securities of the Issuer
          ------------------------------------

          (a)  Based upon the information  contained in the  Issuer's  Quarterly
Report on Form 10-Q filed with the Securities and Exchange  Commission on August
2, 2004,  there were  issued and  outstanding  76,112,978  Shares as of July 29,
2004.

          (b)  The Reporting  Person  does  not  directly  own any  Shares.  The
Reporting Person has entered into an investment  advisory agreement with each of
AJR, Quest, Cambrian Fund, Cambrian Partners, the Managed Accounts and the Plan,
pursuant to which the Reporting Person has investment  authority with respect to
the securities  held by such entities or in such  accounts.  Such power includes





the  power to  dispose  of and the  power to vote the  Shares.  By reason of the
provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, the
Reporting Person is deemed to be the beneficial owner of the Shares held by such
entities and accounts.  In addition,  the Reporting  Person has sole dispositive
and  voting  power  over the 3,600  Shares  beneficially  owned  by Mr. Roepers.
Accordingly,  the Reporting  Person is deemed the beneficial owner  of 4,584,400
Shares, or 6.02% of the outstanding Shares.

          (c)  The following  table  details the  transactions  by the Reporting
Person, on behalf of AJR, Quest,  Cambrian Fund, Cambrian Partners,  the Managed
Accounts  and the Plan,  as well as  transactions  by Mr. Roepers, in the Shares
during the past sixty (60) days:


  Date                Quantity             Price            Type of Transaction
  ----                --------             -----            -------------------

08/02/04               300,000            $37.8300          Open Market Purchase

08/03/04               169,800            $36.9906          Open Market Purchase

08/04/04               170,500            $36.0055          Open Market Purchase

08/04/04               150,000            $36.7180          Open Market Purchase


          Except  for the  transactions  listed  above,  neither  the  Reporting
Person, any entity for which the Reporting Person serves as investment  advisor,
nor any  person or  entity controlled by the Reporting  Person,  nor Mr. Roepers
has traded Shares during the past sixty (60) days.


Item 6.   Contracts, Arrangements, Understandings or Relationships with  Respect
          to Securities of the Issuer
          ----------------------------------------------------------------------

          Not Applicable

Item 7.   Material to be filed as exhibits
          --------------------------------

          Not Applicable





                                    SIGNATURE

          After  reasonable  inquiry  and  to  the  best  of  the  undersigned's
knowledge and belief,  the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.


                                          August 5, 2004


                                          ATLANTIC INVESTMENT MANAGEMENT, INC.


                                          By: /s/ Alexander J. Roepers
                                             -----------------------------------
                                              Alexander J. Roepers, President


      ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
               FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).