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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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OMB Number: 3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
WILLIAMS DAVID P
(Last) (First) (Middle)
C/O SPX CORPORATION
13515 BALLANTYNE CORPORATE PLACE
(Street)
CHARLOTTE NC 28277
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SPX CORP [ SPW ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/14/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/14/2006 S 2,000 D $53.1305 13,522 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Director Stock Option (right to buy)(1) $58.5 10/26/2000 01/03/2009 Common Stock 1,372 1,372 D
Director Stock Option (right to buy)(1) $58.5 10/26/2000 01/02/2010 Common Stock 3,248 3,248 D
Director Stock Option (right to buy)(1) $64.6 12/18/2001 01/01/2011 Common Stock 3,432 3,432 D
Director Stock Option (right to buy)(1) $69.43 07/02/2002 01/01/2012 Common Stock 4,000 4,000 D
Director Stock Option (right to buy)(2) $71.345 03/06/2002 01/01/2008 Common Stock 1,018 1,018 D
Director Stock Option (right to buy)(1) $71.345 03/06/2002 02/25/2007 Common Stock 1,646 1,646 D
Director Stock Option (right to buy)(1) $71.345 03/06/2002 01/01/2008 Common Stock 1,006 1,006 D
Director Stock Option (right to buy)(1) $71.345 03/06/2002 02/23/2009 Common Stock 632 632 D
Director Stock Option (right to buy)(1) $71.345 03/06/2002 01/03/2009 Common Stock 744 744 D
Director Stock Option (right to buy)(1) $38.57 07/03/2003 01/02/2013 Common Stock 4,000 4,000 D
Director Stock Option (right to buy)(1) $52 08/25/2004 02/24/2014 Common Stock 3,800 3,800 D
Phantom Stock(3) (4) 01/01/2006(5) 01/01/2008 Common Stock 1,667 1,667 D
Phantom Stock(3) (4) 06/23/2006(6) 06/23/2008 Common Stock 132 132 D
Phantom Stock(3) (4) 01/01/2007(7) 01/01/2009 Common Stock 2,500 2,500 D
Explanation of Responses:
1. Options granted under the SPX Corporation 1997 Non-Employee Directors Compensation Plan.
2. Options granted under the SPX Corporation 1992 Stock Compensation Plan.
3. Phantom stock granted pursuant to the SPX Corporation 2005 Non-Employee Directors' Compensation Plan.
4. Each share of phantom stock is the economic equivalent of one share of issuer common stock.
5. The grant of phantom stock provided for potential vesting in three annual tranches, with the first measurement date on January 1, 2006. Vesting is determined by comparing the issuer's shareholder return with the performance of the S&P 500. Any vested portion will be settled in cash.
6. The grant of phantom stock provides for automatic vesting in three equal annual tranches beginning on June 23, 2006, provided that the reporting person is still a director on the relevant vesting date. Any vested portion will be settled in cash.
7. The grant of phantom stock provided for potential vesting in three annual tranches, with the first measurement date on January 1, 2007. Vesting is determined by comparing the issuer's shareholder return with the performance of the S&P 500. Any vested portion will be settled in cash.
Brian Webb, Attorney In Fact for David P. Williams 08/16/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
LIMITED POWER OF ATTORNEY


     The undersigned hereby appoints each of Kevin L. Lilly,
Spencer Conard, Brian Webb and Lydia Myrick, signing singly, as
his attorney-in-fact to act for him and in his name solely to
do all or any of the following:

     1.     To execute and file with the Securities and
Exchange Commission all statements regarding his beneficial
ownership of securities of SPX Corporation filed pursuant to
Section 16(a) of the Securities Exchange Act of 1934;

     2.     To execute all necessary instruments to carry out
and perform any of the powers stated above, and to do any other
acts requisite to carrying out such powers.

     None of Kevin L. Lilly, Spencer Conard, Brian Webb or
Lydia Myrick shall incur any liability to the undersigned for
acting or refraining from acting under this power, except for
such attorney's own willful misconduct or gross negligence.
The undersigned acknowledges that the foregoing attorneys-in-
fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is SPX Corporation assuming,
any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.

     Any reproduced copy of this signed original shall be
deemed to be an original counterpart of this Power of Attorney.

     This Power of Attorney is governed by Delaware law.

     This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file
statements pursuant to Section 16(a) of the Securities Exchange
Act of 1934 with respect to the undersigned's beneficial
ownership of securities of SPX Corporation, unless earlier
revoked.  This Power of Attorney shall terminate with respect
to the attorney-in-fact upon receipt by Kevin L. Lilly, Spencer
Conard, Brian Webb or Lydia Myrick, as the case may be, from
the undersigned of a written notice of revocation of this Power
of Attorney.  The undersigned shall have the right to revoke
this Power of Attorney at any time.

     IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney this 28th day of June, 2006.

By: /s/ David P. Williams
        David P. Williams