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EX-99.3

December 12, 1997





Mr. Larry McCurdy
President and Chief Executive Officer
Echlin Inc.
100 Double Beach Road
Branford, CT  06405

Dear Larry:

Thanks for calling  this  afternoon  to report on the results of your  meeting
earlier  today.  I was  pleased to hear that you intend to bring our  proposal
to your Board of  Directors  next week for their  consideration.  I thought it
would be helpful to summarize  my thoughts in a format that you could  present
to them.

Since my first  meeting with Trevor Jones in  February,  I have felt  strongly
that a strategic  merger of SPX and Echlin would be a "win-win"  situation for
our  shareholders,  customers and  employees.  I thought that our meeting last
month in Las Vegas,  the meeting between  Patrick  O'Leary and Bob Tobey,  and
our  subsequent  phone  conversations  had  been  comprehensive,  candid,  and
productive.  I am  writing  this  letter in the hope that I can  convey to you
and your Board of Directors the merits of our  proposal,  and my strong desire
to progress towards a mutually beneficial transaction.

This letter  outlines the details of our proposal for a strategic  combination
of Echlin and SPX. It does not  constitute  an offer to buy or merge with your
company.  SPX has every intention of keeping this letter  confidential  and we
request that you and your Board also maintain confidentiality.

As we  discussed,  SPX is thinking  of a price for Echlin  shares in the $40's
range,  which would be paid in a  combination  of cash and SPX stock.  At this
level,  Echlin  shareholders  would realize an immediate  premium in excess of
30% over the  current  trading  price.  If there is  additional  value in your
company that we have not  identified,  we are open to revising  our  thinking.
We  would  welcome  the  opportunity  to be  persuaded  by you  that  there is
additional value in Echlin shares.

At a 75/25  ratio  of  stock  to  cash,  Echlin  shareholders  would  maintain
approximately  a 70%  ownership  of the  new  entity,  sharing  in the  upside
inherent  in both SPX and  Echlin.  In  addition,  the  stock  portion  of the
transaction would be tax free.

This proposed  transaction  would provide your  shareholders with two powerful
benefits:  (1) IMMEDIATE  PAYMENT OF A SUBSTANTIAL PREMIUM FOR THEIR SHARES IN
CASH AND TRADEABLE SECURITIES,  AS WELL AS (2) THE OPPORTUNITY TO BENEFIT FROM
THE SUCCESS OF THE COMBINED COMPANY GOING FORWARD.

I have outlined our current  thinking  below in a question and answer  format.
I believe that this format clearly  communicates  the benefits of our proposal
to all Echlin stakeholders and forms the basis for continued discussion:

  ()  WHAT IS THE STRATEGIC RATIONALE OF THE PROPOSED COMBINATION OF ECHLIN
      AND SPX?
      Consolidation  is occurring at all points of the vehicle  service  value
      chain.  SPX's strength in special  service  warranty  tools,  OEM dealer
      distribution,  diagnostic and emissions testing  equipment,  service and
      owners' manual  development,  and vehicle component  manufacturing are a
      great fit with Echlin's aftermarket parts business.

  ()  Access to  aftermarket  parts is only one critical  element of the fully
      integrated  vehicle service  process.  Consolidation  of vehicle service
      locations,  growth of mega  dealerships,  and  increasing  complexity of
      vehicles  are  market  trends  that  drive  integration  of the  vehicle
      service  lifecycle.  Both  Echlin  and SPX need to  proactively  address
      this integration trend, or market forces will take over.

  ()  WHAT WOULD THE COMBINED ENTITY LOOK LIKE ON A PRO FORMA BASIS?
      The revenue of the combined  entity would exceed $4.5  billion,  leading
      to a rank of 300th in the Fortune  500.  The revenue  split would be 53%
      aftermarket  parts,  32% OEM  components,  and  15%  service  tools  and
      equipment.  The increased size,  coupled with an ideal mix of businesses
      to support the market  driven trend towards  integration  of the vehicle
      service  process,  will result in an entity  that is ideally  positioned
      for future growth and profitability.

  ()  WHY IS SPX THE RIGHT PARTNER?
      In addition to the strategic fit, the  operational  turnaround  underway
      for the  last two  years  at SPX  mirrors  the  challenges  faced by the
      Echlin  leadership team today.  During the last two years, SPX stock has
      appreciated  by over 350% while Echlin  shares have declined by over 15%
      during the same period.

  ()  Another  similarity  between our two  organizations is our mutual belief
      in the  principles  of EVA as a method to maximize  shareholder  wealth.
      The SPX leadership  team  successfully  implemented EVA in less than six
      months  and had  over  75% of all  associates  on an EVA  incentive  pay
      system within the first year.

We implemented an Operational  Excellence  program in all businesses  that has
resulted  in  shorter   cycle   times,   lower   inventories,   and   improved
profitability.  Our OE components businesses now have 14% operating margins.

In addition,  we have  instituted  a series of  shareholder  friendly  actions
including a Dutch Auction tender offer and open market repurchases.

Our  rapid  execution  of  improvement  plans  has  paid  off  in  operational
results.  We expect our 1997 EPS to reflect an  improvement of nearly 70% over
1996 and we are  forecasting  an additional  28% increase for 1998.  Analysts'
12-month Echlin prices for SPX stock are in the range of $85 to $100.

SPX has created over $700 million in market value for its  shareholders in the
last two  years  through  rapid  execution  of an  operational  and  strategic
turnaround.  Echlin has announced similar  turnaround plans, but the execution
has not yet resulted in the creation of shareholder wealth.

The  turnaround  experience  of the SPX  leadership  team,  coupled  with  the
industry  expertise of Echlin  management,  can  accelerate  the  improvements
underway at both companies.  Both SPX and Echlin  shareholders can participate
in the upside resulting from performance  improvements within the new combined
entity.

()    DOES SPX HAVE FINANCIAL RESOURCES TO COMPLETE A TRANSACTION?
      The combined  entity will have EBITDA  approaching  $500  million,  thus
      supporting  nearly $3 billion in debt.  After  discussions  with several
      potential  financing  sources,  we are very  confident in our ability to
      obtain the capital  necessary  to fund the cash  portion of a cash/stock
      transaction.

()    ECHLIN  SHARES  ARE  UNDERVALUED  AND  MANAGEMENT  HAS PLANS IN PLACE TO
      INCREASE  SHAREHOLDER  WEALTH OVER THE NEXT SEVERAL  YEARS.  WHAT IS THE
      BENEFIT FOR ECHLIN SHAREHOLDERS OF A TRANSACTION WITH SPX NOW?
      We are not proposing a cash transaction where  shareholders are asked to
      sell out for a bargain  price,  leaving the new owner to reap all of the
      upside in the  company.  Rather,  what we are  proposing  is a  business
      combination of the two  companies.  Echlin  shareholders  will realize a
      substantial,  immediate premium. Even more importantly,  they will share
      in the  significant  future  upside by owning  approximately  70% of the
      newly created combined entity.

()    The  proposed   transaction   increases  the   likelihood   that  Echlin
      shareholders  will realize the upside in Echlin, as well as benefit from
      the upside  inherent  in SPX.  Echlin  shares have not  appreciated,  in
      spite of the restructuring  plans and management  changes that have been
      recently  implemented,  and have never  traded  over $40 per  share.  In
      fact, the stock has declined by over 15% during the last two years.

()    At the same  time,  SPX has  appreciated  over  350% and the S&P 500 has
      increased  60%.  There  is  significant  upside  in SPX  shares,  and we
      continue to believe  that our stock is  undervalued.  Our  execution  of
      operational  improvements,  including  the  implementation  of EVA,  has
      rapidly improved all operating  measurements.  Analysts' 12-month Echlin
      prices range up to $100 per share.

()    There is  significant  opportunity to create  shareholder  value for the
      shareholders of both companies,  but only with exceptional  execution of
      turnaround  plans.  Combining  the  management  teams of SPX and  Echlin
      increases the likelihood of a successful execution of these plans.

()    There is no reason to wait.  The sooner the  transaction  is  completed,
      the sooner both sets of  shareholders  begin to benefit.  Even if Echlin
      shares  begin to  appreciate  due to  improved  profitability  from your
      restructuring  plans,  it doesn't  diminish the merits of our  proposal.
      Your shareholders would get a significant  premium and an opportunity to
      share in the upside of both Echlin and SPX.

()    WHAT IS THE IMPACT ON ECHLIN'S CORPORATE IDENTITY?
      Wall Street is  confident in SPX's  ability to execute a turnaround  and
      increase  shareholder  wealth.  Therefore,  to  maximize  the  value  to
      shareholders of the combined entity,  it is critical that SPX be seen as
      the acquirer in any strategic merger with Echlin.  However,  we are open
      to the  possibility of maintaining  the Echlin name in association  with
      all or part of the new entity.

()    WHAT IS THE IMPACT ON ECHLIN DIRECTORS, OFFICERS, AND EMPLOYEES?
      To  maximize  the value to both sets of  shareholders,  it is  essential
      that I be Chairman and CEO of the combined entity.  However,  SPX values
      the  industry  expertise  that  Echlin  management  would  bring  to the
      combined  team.  We are  confident  that we can  develop an  approach to
      governance  of the  combined  entity that takes into  consideration  the
      significant stake that your shareholders will have in that company.

The most  logical  next step would  appear to be for our  respective  teams to
undertake an intensive analysis with valuation of the proposed  transaction in
mind.  As I mentioned  earlier,  we are  receptive  to being  convinced by you
that Echlin  shares have a value  greater than we have already  identified.  I
suggest  that our  companies  retain Joel Stern of Stern  Stewart & Company to
assist with this valuation  analysis.  Joel is an independent third party that
is familiar with both of our organizations.

I am delighted  that our  discussions  up to this point have  resulted in your
agreement to present the idea of a strategic business  combination with SPX to
your Board.  I hope that this letter will  facilitate  that  presentation,  in
fact I suggest  you share a copy of it with the  Board.  We view our  proposal
as a strategic  combination  of SPX and Echlin,  rather than an acquisition of
your company.  My strong  preference is for us to enter into  discussions with
the goal of negotiating  and entering into a definitive  business  combination
agreement as quickly as possible.

I am also  prepared  to meet  with and make a  presentation  to your  Board of
Directors  about  any and all  aspects  of the  proposed  transaction.  I have
discussed  the matter with my Board of  Directors  and have their full support
to pursue the transaction.

I look forward to hearing from you after your Board Meeting next week.

Sincerely,

/s/ John B. Blystone
John B. Blystone
Chairman, President & CEO

jep/JBB/Echlin

Enclosures

EX-99.4

                                                             December 17, 1997





                             CONFIDENTIAL

Mr. John B. Blystone
Chairman, President and Chief Executive Officer
SPX Corporation
700 Terrace Point Drive
Muskegon, MI  49443-3301

Dear John,

I received your letter of  December 12th.  As part of our regular meeting with
the Board of  Directors  in  connection  with our annual  meeting this week, I
shared  your views as  expressed  to me by you as well as those in your letter
with the Board and had a full discussion of the merits of your proposal.

Our  position  remains  that  Echlin  has  no  interest  in  pursuing  further
discussions with SPX regarding a combination of our businesses.

Thank you for your interest in us.


                                                      Sincerely,

                                                      /s/ Larry McCurdy

EX-99.5

December 18, 1997



                             CONFIDENTIAL

To:  The Echlin Board of Directors

I was  disappointed  to hear  that the  Echlin  Board  chose  not to pursue my
proposal  for a strategic  combination  of SPX and  Echlin.  As outlined in my
letter  of  December 12  to  Larry  McCurdy,   I  believe  that  the  proposed
transaction  is  in  the  best  interest  of  Echlin   shareholders   and  SPX
shareholders.

My letter,  which is  attached,  did not  constitute  an offer to buy or merge
with  your  company,  but  outlined  in  detail  the  merits  of the  proposed
strategic combination of SPX and Echlin:

() Echlin  shareholders  would realize an immediate  premium of at least 30%.
   If there is additional  value in your company that we have not  identified,
   we are open to revising our thinking.

() At a 75/25  ratio of stock to cash,  Echlin  shareholders  would  maintain
   approximately  70%  ownership  of the new  entity,  sharing  in the  upside
   inherent in both SPX and Echlin.

() Consolidation  is  occurring  at all points of the vehicle  service  value
   chain.  As the  vehicle  service  process  continues  to  integrate,  SPX's
   strength  in special  service  warranty  tools,  OEM  dealer  distribution,
   diagnostic  and emissions  testing  equipment,  service and owners'  manual
   development,  and  vehicle  component  manufacturing  are a great  fit with
   Echlin's  aftermarket  parts  business.  A  combination  of SPX and  Echlin
   would position the new entity for future success.

() The operational  turnaround underway at SPX for the last two years mirrors
   the challenges  faced by the Echlin  leadership team today.  The turnaround
   experience of the SPX leadership team,  coupled with the industry expertise
   of Echlin  management,  can  accelerate the  improvements  underway at both
   companies.

() There is no reason  to wait.  Echlin  stock  appreciated  this week  after
   announcement of first quarter  earnings.  This does not diminish the merits
   of our proposal.  Echlin  shareholders  have the  opportunity to realize an
   immediate  premium  and  share  in the  long-term  upside  of the  new  and
   stronger combined entity.

In my  letter,  I stated  that the most  logical  next  step  would be for our
respective  teams to  undertake an intensive  analysis  with  valuation of the
proposed  transaction  in mind.  I suggested  that our  companies  retain Joel
Stern of Stern  Stewart & Company to assist with this  valuation  analysis.  I
still  believe  that this  course of action  has the  greatest  potential  for
creating significant value for both Echlin and SPX shareholders.

I also  offered to meet with and make a  presentation  to the Echlin  Board of
Directors  to discuss  any and all  aspects  of the  proposed  transaction.  I
believe that such a meeting would be mutually  beneficial  and will be glad to
meet with the Echlin Board during the week of January 5, 1998.

My strong  preference  is for us to enter  into  discussions  with the goal of
negotiating and entering into a definitive business  combination  agreement as
quickly as possible.  There is no reason to wait.  The sooner the  transaction
is completed, the sooner both sets of shareholders begin to benefit.

Please  call me if you  would  like to set up a  meeting.  During  the  period
December 21 to January 1, I can be reached at (941) 434-2212.

Sincerely,

SPX CORPORATION

/s/ John B. Blystone


John B. Blystone
Chairman, President and
Chief Executive Officer

jep\JBB\Echlin3

Enclosure

EX-99.6

December 23, 1997



Mr. John B. Blystone
Chairman, President and Chief Executive Officer
SPX Corporation
700 Terrace Point Drive
Muskegon, MI  49443-3301

Dear John:

We   received   your    correspondence    dated   December 18,    1997.   This
correspondence,  together with your  correspondence  dated December 12,  1997,
has been  discussed with every Board member and the Board is of unanimous view
that  Echlin  does not  have an  interest  in  pursuing  discussions  with SPX
Corporation.

If you do value  confidentiality,  you  should be aware  that  several of your
letters to our Directors  were  misdirected  - one in  particular  was sent in
care of a non-profit organization on which he served.

                                                      Very truly yours,

                                                      /s/ Larry McCurdy

EX-99.7

                             CONFIDENTIAL

                                                      January 8, 1998

Mr. John B. Blystone
Chairman, President and Chief Executive Officer
SPX Corporation
700 Terrace Point Drive
Muskegon, MI  49443

Dear Mr. Blystone

I hereby  acknowledge  receipt of your January 6,  1998 letter informing me of
the  SPX  filing  under  the  Hart-Scott-Rodino   Antitrust  Improvements  Act
requesting  clearance to acquire  voting  securities of Echlin Inc.  valued in
excess of $15  million.  While I consider  this a rather  precipitous  move, I
have referred this notice to our teams of outside advisors.

I want to take this  opportunity  to  reiterate  our prior  responses  to your
previous  overtures:   the  proposed  combination  has  neither  business  nor
strategic  rationale.  The  combination is clearly not in the best interest of
the Echlin shareholders.

I trust that our deeper analysis of the drivers of the automotive  aftermarket
and the service  repair  industry will confirm the above.  However,  should it
be  necessary,  please be advised that Echlin and its advisors  stand ready to
aggressively defend our shareholders interests.

                                                            Very truly yours,

                                                            /s/ Larry McCurdy


cc:  Mr. J. Kermit Campbell
     Ms. Sarah R. Coffin
     Mr. Frank A. Ehmann
     Mr. Edward D. Hopkins
     Mr. Charles E. Johnson
     Mr. Ronald L. Kerber
     Mr. Peter H. Merlin
     Mr. David P. Williams