December 20, 2004



Jay Sitlani
Director of Operations
Relational Investors LLC
11975 El Camino Real, Suite 300
San Diego, CA 92130

Re:	SPX Corporation (the "Company")
	Revised Preliminary Proxy Statement on Schedule 14A
      Filed December 10, 2004
      by Relational Investors LLC
	File No. 001-06948

Dear Mr. Sitlani:

We have reviewed your filings and have the following comments.

Revised Preliminary Proxy Statement on Schedule 14A, Filed
December
10, 2004

Background of and Reasons for This Solicitation - Pages 6 to 12

Excessive Executive Compensation - Pages 6 to 8
1. We note your response to prior comment 10.  However, you have
not
demonstrated that the Company had a specific obligation to seek
shareholder approval before making these adjustments.  In fact,
the
Company`s 1996 proxy statement only states that, once approved by
the
shareholders, the Board would make no adjustments for a period of
at
least 4 years.  It does not state that shareholder approval would
be
required to make adjustments.  Moreover, while you have stated
that
it would be inappropriate "to either characterize the amendments
as
requiring shareholder approval or not," your statements suggests
that
shareholder approval of the amendments was required.  We thus
reissue
the comment.

* * * *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

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

      Direct any questions to Adelaja Heyliger at (202) 824-5082
or,
in his absence, to me at (202) 942-1976.

Sincerely,



Michael Pressman
Special Counsel
Office of Mergers and Acquisitions


cc (via fax):	John L. Filippone, Esq., Gibson, Dunn & Crutcher
LLP
213.229.6018
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Relational Investors LLC
December 20, 2004
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