

                      PRO FORMA FINANCIAL DATA INDEX

                                                                 Page No.
Pro Forma Condensed Combined Financial Data of SPX and
    General Signal...........................................         97

Pro Forma Adjusted Historical Financial Data of SPX..........        106

Pro Forma Adjusted Historical Financial Data of 
    General Signal...........................................        108

Capitalized terms used but not defined herein shall have the meaning
ascribed to them in the registration statement on Form S-4 of SPX 
Corporation, as amended (Registration No. 333-60853).
<PAGE>
                        PRO FORMA CONDENSED COMBINED
                  FINANCIAL DATA OF SPX AND GENERAL SIGNAL
                                (unaudited)
                    (in millions, except per share data)

     The following table presents selected pro forma condensed combined
statement of income and other financial data of SPX and General Signal. The
information is presented as if the Merger had occurred on January 1, 1997
for statement of income and related data and on June 30, 1998 for balance
sheet data. The pro forma data assumes that the Merger is effected by the
exchange of 0.4186 of a share of SPX Common Stock and $18.00 in cash for
each share of General Signal Common Stock, whereby an aggregate of 18.227
shares of SPX Common Stock are issued and $783.8 in cash is paid in
exchange for all outstanding shares of General Signal Common Stock. Because
the General Signal stockholders will own a majority of the outstanding
shares of SPX Common Stock upon completion of the transaction, the Merger
will be accounted for as a reverse acquisition. Accordingly, for accounting
purposes, SPX is treated as the acquired company and General Signal is
considered to be the acquiring company. The purchase price will be
allocated to the assets and liabilities assumed of SPX based on their
estimated fair market values at the acquisition date. Under reverse
acquisition accounting, the purchase price of SPX is based on the fair
market value of SPX Common Stock at the date that the Merger Agreement was
signed. The cash portion of the Merger Consideration will be accounted for
as a dividend by the combined company. SPX's financial position and results
of operations will not be included in General Signal's consolidated
financial statements prior to the date the Merger is consummated.

     Under reverse acquisition accounting, the purchase price of SPX is
based on the fair market value of SPX Common Stock. For purposes of
accounting for this business combination, the fair market value of SPX
Common Stock is $64.50 per share, which was the closing price of SPX Common
Stock on July 17, 1998, the last trading date prior to the date the Merger
Agreement was signed. The Merger Consideration includes 0.4186 of a share
of SPX Common Stock for each share of General Signal Common Stock. This is
a fixed exchange ratio which will not be adjusted in the event of any
increase or decrease in the market price of SPX Common Stock. Consequently,
changes in the market price of SPX Common Stock will not impact these pro
forma financial statements.

     The pro forma condensed combined financial data are intended for
information purposes, and do not purport to represent what the combined
entity's results of continuing operations or financial position would
actually have been had the transaction in fact occurred at an earlier date,
or project the results for any future date or period. Upon consummation of
the Merger, the actual financial position and results of operations of the
combined company will differ, perhaps significantly, from the pro forma
amounts reflected herein due to a variety of factors, including changes in
operating results between the date of the pro forma condensed combined
financial data and the date on which the Merger is consummated and
thereafter, as well as the factors discussed under "Risk Factors."

     The pro forma condensed combined balance sheet reflects the estimated
costs associated with change of control agreements and other costs
associated with closing the corporate office of General Signal. Certain
other change of control agreement costs which are triggered by the Merger
and are attributable to General Signal employees who are not affected by
the corporate office closing are also reflected in the pro forma condensed
combined balance sheet. The pro forma condensed combined income statement
does not reflect a charge for these costs as they are non-recurring and
have no continuing impact. Following the Effective Time, SPX will be
finalizing its strategic review of the combined company and its plans to
integrate the operations of General Signal. The pro forma condensed
combined financial data do not give effect to any additional integration or
restructuring costs that could result from that review and the finalization
of those plans. Any additional integration and rationalization of the
operations of General Signal may include certain costs that in turn would
result in a charge to earnings of the combined company. Such a charge,
which cannot now be quantified fully, may be material and would be
recognized in the period in which such a charge occurs. The costs may
include severance and related employee benefits costs, costs to consolidate
manufacturing and distribution facilities, facility rearrangement costs,
relocation and moving costs, training costs, and gains or losses on
business divestitures, among others.

                                     97


<PAGE>

     The pro forma condensed combined financial data do not give effect to
any cost savings that could result from the combination of the companies.
SPX's and General Signal's management estimate that the combined company
can achieve approximately $55.0 to $60.0 of annualized cost savings in the
first full year following the acquisition. These cost savings include
estimated annual savings of $35.0 associated with duplicative corporate
office costs, $10.0 to $15.0 associated with combining material sourcing of
the combined company, and $10.0 to $15.0 of cost reductions at the General
Signal business units.

     In the pro forma condensed combined financial data, SPX's and General
Signal's historical information for the six months ended June 30, 1998 were
derived from SPX's Second Quarter Form 10-Q and General Signal's Second
Quarter Form 10-Q, respectively. For SPX's and General Signal's pro forma
adjusted historical financial data for the year ended December 31, 1997,
see "Pro Forma Adjusted Historical Financial Data of SPX" and "Pro Forma
Adjusted Historical Financial Data of General Signal," respectively,
wherein certain divestitures by the respective companies are reflected as
having occurred as of January 1, 1997.

                                     98


<PAGE>


                        PRO FORMA CONDENSED COMBINED
                  FINANCIAL DATA OF SPX AND GENERAL SIGNAL
                   FOR THE SIX MONTHS ENDED JUNE 30, 1998
                                (unaudited)
                    (in millions, except per share data)

<TABLE>
<CAPTION>
                                                               GENERAL
                                                   SPX          SIGNAL       PRO FORMA
                                                HISTORICAL    HISTORICAL    ADJUSTMENTS      PRO FORMA
                                                ----------    ----------    -----------      ---------
<S>                                              <C>            <C>           <C>            <C>     
STATEMENT OF INCOME DATA:
Revenues......................................   $ 462.0        $776.1        $    --        $1,238.1
Cost of products sold.........................     332.7         505.7            1.7(d)        840.1
Selling, general and administrative expense...      83.4         186.6            1.7(d)        271.7
Other operating expenses, net.................       1.7           7.3            9.0(d)         18.0
Special charges and (gains)(k)................      (7.1)           --             --            (7.1)
                                                 -------        ------        -------        --------
Operating income..............................      51.3          76.5          (12.4)          115.4
Other expense (income), net...................      (1.4)           --             --            (1.4)
Equity earnings of EGS........................        --         (20.0)            --           (20.0)
Interest expense, net.........................       7.9           8.6           44.2(f)         60.7
                                                 -------        ------        -------        --------
Income before income taxes....................      44.8          87.9          (56.6)           76.1
Provision for income taxes....................      16.1          33.8          (18.1)(g)        31.8
                                                 -------        ------        -------        --------
Income from continuing operations.............   $  28.7        $ 54.1        $ (38.5)       $   44.3
                                                 =======        ======        =======        ========
Income per share:
  Basic.......................................   $  2.40                                     $   1.43
  Diluted.....................................      2.33                                         1.42
Weighted average number of common 
 shares outstanding:
  Basic.......................................    11.972                       18.921(h)       30.893
  Diluted.....................................    12.342                       18.921(h)       31.263
Dividends per share (l).......................   $    --                                     $     --
OTHER FINANCIAL DATA:
Capital expenditures..........................   $  14.6        $ 24.6        $    --        $   39.2
Depreciation and amortization.................      12.0          29.3           11.5            52.8
</TABLE>


Note: The accompanying notes are an integral part of the pro forma condensed
      combined financial data.

                                     99


<PAGE>


                        PRO FORMA CONDENSED COMBINED
                  FINANCIAL DATA OF SPX AND GENERAL SIGNAL
                    FOR THE YEAR ENDED DECEMBER 31, 1997
                                (unaudited)
                    (in millions, except per share data)


<TABLE>
<CAPTION>
                                                    SPX           GENERAL
                                                 PRO FORMA        SIGNAL
                                                 ADJUSTED        PRO FORMA      PRO FORMA
                                               HISTORICAL(a)   HISTORICAL(b)   ADJUSTMENTS    PRO FORMA
                                               -------------   -------------   -----------    ---------
<S>                                               <C>            <C>             <C>          <C>     
STATEMENT OF INCOME DATA:
Revenues.....................................     $ 898.8        $1,601.5        $    --      $2,500.3
Cost of products sold........................       649.4         1,066.3            3.3(d)    1,719.0
Selling, general and administrative
  expense....................................       174.3           376.9            3.3(d)      554.5
Other operating expenses, net................         3.7            12.5           18.0(d)       34.2
Special charges and (gains)(k)...............       116.5              --             --         116.5
                                                  -------        --------        -------      --------
Operating income (loss)......................       (45.1)          145.8          (24.6)         76.1
Other expense (income), net..................        (2.3)           (9.0)            --         (11.3)
Equity earnings of EGS.......................          --           (38.8)            --         (38.8)
Interest expense, net........................        12.9             8.2           82.0(f)      103.1
                                                  -------        --------        -------      --------
Income (loss) before income taxes............       (55.7)          185.4         (106.6)         23.1
Provision (benefit) for income taxes.........       (20.0)           73.9          (33.7)(g)      20.2
                                                  -------        --------        -------      --------
Income (loss) from continuing
  operations(c)..............................     $ (35.7)       $  111.5        $ (72.9)     $    2.9
                                                  =======        ========        =======      ========
Income (loss) per share:
  Basic......................................     $ (2.80)                                    $   0.09
  Diluted....................................       (2.80)                                        0.08
Weighted average number of common shares outstanding:
  Basic......................................      12.754                         21.014(h)     33.768
  Diluted....................................      12.754                         21.565(h)     34.319
Dividends per share(l).......................     $  0.10                                     $   0.10
OTHER FINANCIAL DATA:
Capital expenditures.........................     $  21.6        $   48.3        $    --      $   69.9
Depreciation and amortization................        23.8            55.8           23.0         102.6
</TABLE>


Note: The accompanying notes are an integral part of the pro forma condensed
      combined financial data.

                                    100


<PAGE>


                        PRO FORMA CONDENSED COMBINED
                  BALANCE SHEET OF SPX AND GENERAL SIGNAL
                            AS OF JUNE 30, 1998
                                (unaudited)
                               (in millions)



<TABLE>
<CAPTION>
                                                                 GENERAL
                                                     SPX          SIGNAL       PRO FORMA
                                                  HISTORICAL    HISTORICAL    ADJUSTMENTS    PRO FORMA
                                                  ----------    ----------    -----------    ---------
<S>                                                 <C>          <C>            <C>          <C>     
ASSETS:
Current assets..................................    $392.1       $  543.2       $  10.5(i)   $  945.8
Property, plant and equipment, net..............     132.9          237.9          40.1(i)      410.9
Goodwill and intangible assets..................      96.1          258.1         (96.1)(i)   1,096.3
                                                                                  838.2(i)
Other assets....................................      21.8          337.1          32.0(i)      470.6
                                                                                   80.3(i)
                                                                                   (0.6)(i)
                                                    ------       --------       -------      --------
          Total assets..........................    $642.9       $1,376.3       $ 904.4      $2,923.6
                                                    ======       ========       =======      ========

LIABILITIES AND STOCKHOLDERS' EQUITY:

Notes payable and current maturities of
  long-term debt................................    $  3.2       $    9.2       $    --      $   12.4
Other current liabilities.......................     279.8          336.7            --         616.5
Total long-term liabilities, excluding long-term
  debt..........................................     139.5          175.9         (19.4)(i)     348.4
                                                                                   52.4(i)
Long-term debt..................................     258.8          364.8         890.2(e)    1,513.8
Total stockholders' equity (deficit)............     (38.4)         489.7         794.0(j)      432.5
                                                                                 (783.8)(j)
                                                                                  (57.4)(m)
                                                                                   38.4(j)
                                                                                  (10.0)(i)
                                                    ------       --------       -------      --------
          Total liabilities and stockholders'
            equity..............................    $642.9       $1,376.3       $ 904.4      $2,923.6
                                                    ======       ========       =======      ========
</TABLE>


Note: The accompanying notes are an integral part of the pro forma condensed
      combined balance sheet.

                                    101


<PAGE>


                   NOTES TO PRO FORMA CONDENSED COMBINED
                  FINANCIAL DATA OF SPX AND GENERAL SIGNAL
                                (unaudited)
                    (in millions, except per share data)

(a)  Pro forma information for the year ended December 31, 1997 includes
     the pro forma adjusted historical results of SPX for the year then
     ended which reflects SPX's February 1997 disposition of the Sealed
     Power division as if such disposition has occurred on January 1, 1997.
     See "Pro Forma Adjusted Historical Financial Data of SPX."

(b)  Pro forma information for the year ended December 31, 1997 includes
     the pro forma adjusted historical results of General Signal for the
     year then ended which reflects General Signal's August 1997
     disposition of GSPG and General Signal's September 1997 contribution
     of GSEG to a 47.5% owned joint venture as if such transactions
     occurred on January 1, 1997. See "Pro Forma Adjusted Historical
     Financial Data of General Signal."

(c)  The pro forma condensed combined financial data of SPX and General
     Signal reflect only results from continuing operations. SPX recorded a
     $10.3 extraordinary item in the year ended December 31, 1997. General
     Signal recorded earnings from discontinued operations of $2.3 and a
     charge for the cumulative effect of accounting change of $3.7 in the
     year ended December 31, 1997.

(d)  These pro forma adjustments reflect the impact of the allocation of
     the purchase price to the assets and liabilities of SPX on the pro
     forma condensed combined statement of income and other financial data.
     The ultimate allocation of the purchase price to the net assets
     acquired, goodwill and other intangible assets, liabilities assumed
     and in process technology of SPX is subject to final determination of
     their respective fair values, and as a result, these adjustments could
     change. The following table reflects the pro forma condensed combined
     statement of income impact of the purchase accounting adjustments:



<TABLE>
<CAPTION>
                                         COST OF     SELLING,      OTHER
                                         PRODUCTS    GENERAL     OPERATING
                                           SOLD      & ADMIN.    EXPENSES     TOTAL
                                         --------    --------    ---------    -----
<S>                                        <C>         <C>         <C>        <C>  
Additional depreciation..............      $2.5        $2.5        $  --      $ 5.0
Pension expense adjustment...........       0.3         0.3           --        0.6
Amortization of previously recorded
  goodwill...........................        --          --         (3.0)      (3.0)
Goodwill and intangible amortization
  on transaction.....................        --          --         21.0       21.0
Postretirement expense adjustment....       0.5         0.5           --        1.0
                                           ----        ----        -----      -----
Year ended December 31, 1997.........      $3.3        $3.3        $18.0      $24.6
                                           ====        ====        =====      =====
Six months ended June 30, 1998.......      $1.7        $1.7        $ 9.0      $12.4
                                           ====        ====        =====      =====
</TABLE>


     Upon consummation of the transaction, an estimated $10.0 charge for in
     process technology will occur. However, this charge is not reflected
     in the pro forma data as the charge is non-recurring and has no
     significant continuing impact.

(e)  This pro forma adjustment reflects the borrowings for the cash portion
     of the Merger Consideration, payments under change of control
     agreements and of other costs associated with closing the corporate
     office of General Signal of $57.4, and estimated transaction fees of
     $49.0. The cash portion of the Merger Consideration is $783.8, which
     represents $18.00 per share of General Signal Common Stock multiplied
     by 43.543 shares of General Signal Common Stock to be exchanged.

(f)  These pro forma adjustments reflect the interest expense associated
     with the incremental borrowings ($890.2) to effect the Merger, as if
     the incremental borrowings had occurred at January 1, 1997. The pro
     forma interest expense adjustment also reflects the refinancing of
     existing debt under the new financing agreements as of January 1,
     1997. The interest expense has been computed on an assumption that
     borrowings under the new credit facility will bear interest at a rate
     of LIBOR plus 2.65% (8.35% was used

                                    102


<PAGE>



                   NOTES TO PRO FORMA CONDENSED COMBINED
            FINANCIAL DATA OF SPX AND GENERAL SIGNAL (CONTINUED)
                                (unaudited)
                    (in millions, except per share data)

     in these pro forma financial statements) and that debt issuance costs
     are amortized over seven years. If the interest rate used in the pro
     forma financial data were assumed to increase by 1/8%, the impact
     would be to decrease earnings by $0.5 ($0.02 per share) and by $1.2
     ($0.03 per share) for the six months ended June 30, 1998 and for the
     year ended December 31, 1997, respectively. Average combined
     historical outstanding debt of SPX and General Signal, as used in this
     pro forma presentation, was $507.9 and $290.3 for the six months ended
     June 30, 1998 and for the year ended December 31, 1997, respectively.

(g)  These adjustments represent the estimated income tax effect of the pro
     forma  adjustments,  excluding  goodwill  expense  which  will  not be
     deductible  for tax  purposes,  using an effective  income tax rate of
     38%.

(h) These pro forma adjustments reflect the additional shares of SPX Common
    Stock to be  issued in the  transaction.  The  additional  shares to be
    issued are calculated  assuming that the stock  component of the Merger
    Consideration is 0.4186 of a share of SPX Common Stock,  which converts
    weighted average  outstanding  shares of General Signal Common Stock to
    weighted average  outstanding shares of SPX Common Stock. The shares of
    General Signal Common Stock used in these calculations include reported
    weighted  average  outstanding  shares of General  Signal Common Stock.
    Additionally,  the pro forma  adjustment for diluted  weighted  average
    number of common  shares  outstanding  for the year ended  December 31,
    1997 includes  0.551  equivalent  shares of SPX Common Stock related to
    SPX stock options.  These equivalent shares of SPX Common Stock are not
    included in the SPX Pro Forma Adjusted Historical Financial Data of SPX
    diluted loss per share calculation as their effect was antidilutive.

(i)  These pro forma adjustments reflect the allocation to the assets and
     liabilities of SPX of the difference between the market value of SPX and
     SPX's book value (the "excess purchase price"). The market value of SPX is
     assumed to be the sum of the fair market value of the outstanding SPX
     Common Stock (less unallocated SPX Common Stock held by SPX's KSOP and
     restricted shares of SPX Common Stock) and the fair value of SPX's
     outstanding options. SPX's book value is assumed to be its stockholders'
     deficit adjusted by estimated transaction fees of $49.0 which are assumed
     to have been incurred by SPX and General Signal prior to the combination.



SPX's Market Value:
  Shares of SPX Common Stock outstanding....................   12.311
  Unallocated SPX Common Stock held in KSOP and Restricted
     SPX Common Stock.......................................   (0.621)
                                                              -------
  Adjusted SPX Common Stock outstanding.....................   11.690
  Market price per share of SPX Common Stock................    64.50
  Market value of SPX Common Stock outstanding..............  $ 754.0
  Market value of outstanding options.......................     40.0
  SPX's Market Value........................................            $794.0
SPX's Book Value:
  June 30, 1998 stockholders' deficit.......................  $ (38.4)
  Assumed transaction fees..................................    (49.0)
  SPX's Book Value..........................................             (87.4)
                                                                        ------
  Excess Purchase Price.....................................            $881.4
                                                                        ======


                                    103


<PAGE>



                   NOTES TO PRO FORMA CONDENSED COMBINED
            FINANCIAL DATA OF SPX AND GENERAL SIGNAL (CONTINUED)
                                (unaudited)
                    (in millions, except per share data)

     This excess purchase price has been allocated to the assets and
     liabilities of SPX as follows:



Inventories.................................................  $ 10.5
Property, plant and equipment...............................    40.1
Prepaid pension (other assets)..............................    80.3
Transaction costs (other assets)............................    32.0
Deferred financing fees (other assets)......................    (0.6)
Goodwill -- previously recorded.............................   (96.1)
Goodwill and intangible assets..............................   838.2
In process technology.......................................    10.0
Postretirement health and life insurance liability..........    19.4
Deferred tax liability......................................   (52.4)
                                                              ------
                                                              $881.4
                                                              ======


     The preliminary allocations of the excess purchase price are based
     upon current estimates and information available to SPX. Property,
     plant and equipment reflect the adjustment to estimated fair market
     values of these assets. Prepaid pension reflects the adjustment to the
     fair market value of the plan assets less the projected benefit
     obligation. Transaction costs include fees to consummate the Merger.
     Goodwill, previously recorded, reflects the elimination of goodwill
     that is included in SPX's historical balance sheet. Goodwill and
     intangible assets reflects the amount of excess purchase price
     remaining after allocations to all other assets and liabilities. In
     process technology represents the estimated fair market value of in
     process product development costs. Postretirement health and life
     insurance liability reflects the adjustment of the liability to the
     accumulated benefit obligation. The deferred tax liability reflects
     the deferred tax liabilities related to these allocations.

     The goodwill recorded as a result of these allocations will be
     amortized over a 40 year life. In determining the estimated useful
     life, management considered the nature, competitive position, life
     cycle position, and historical and expected future operating income of
     SPX, as well as management's commitment to support SPX through
     continued investment in capital expenditures, operational
     improvements, and research and development. After the transaction, the
     combined company will continually review whether subsequent events and
     circumstances have occurred that indicate the remaining estimated
     useful life of goodwill may warrant revision or that the remaining
     balance of goodwill may not be recoverable. If events and
     circumstances indicate that goodwill related to a particular business
     should be reviewed for possible impairment, the combined company will
     use projections to assess whether future operating income on a
     non-discounted basis (before goodwill amortization) of the unit is
     likely to exceed the goodwill amortization over the remaining life of
     the goodwill, to determine whether a write-down of goodwill to
     recoverable value is appropriate.

     The ultimate allocation of the purchase price to the net assets
     acquired, goodwill, other intangible assets, liabilities assumed and
     in process technology is subject to final determination of their
     respective fair values. This final allocation will be based upon the
     results of appraisals and other studies that will be performed upon
     the consummation of the transaction. SPX's management believes the
     above preliminary allocations of the purchase price are reasonable and
     will not materially change upon completion of the appraisals and other
     studies.

     As of June 30, 1998, there were no intercompany transactions that
     required elimination.

(j)  These pro forma adjustments reflect the effect of reverse acquisition
     accounting by adding the market value of SPX ($794.0), subtracting
     SPX's June 30, 1998 stockholder deficit ($38.4), and subtracting the
     cash payout ($783.8) which is treated as a dividend by the combined
     company.

                                    104


<PAGE>



                   NOTES TO PRO FORMA CONDENSED COMBINED
            FINANCIAL DATA OF SPX AND GENERAL SIGNAL (CONTINUED)
                                (unaudited)
                    (in millions, except per share data)

(k)  The pro forma condensed combined financial data of SPX and General
     Signal for the six months ended June 30, 1998 include SPX's special
     gain of $13.7 realized on SPX's investment in Echlin Inc. which was
     liquidated during the second quarter of 1998 and $6.6 of expenses
     associated with SPX's offer to acquire Echlin Inc.

     The pro forma condensed combined financial data of SPX and General
     Signal for the year ended December 31, 1997 include special charges of
     $110.0 recorded by SPX primarily to combine two divisions and to
     recognize reduced carrying value of certain assets resulting from the
     decision to combine the divisions and exit certain product lines and a
     $6.5 special charge recorded by SPX of anticipated future legal costs
     associated with the ongoing litigation with Snap-on Incorporated. See
     "Selected Historical Financial Data of SPX."

(l)  Represents the historical quarterly cash dividend per share of SPX for
     the periods presented. In April 1997, SPX eliminated its quarterly
     cash dividend and stated that future distributions to stockholders
     would be in the form of open market purchases of SPX Common Stock when
     deemed appropriate by management.

(m)  Represents estimated charge of $72.4, or $57.4 after-tax, that will be
     recorded by the combined company at the Effective Time for costs
     associated with change of control agreements and the closing of
     General Signal's corporate office. Included in this pre-tax amount are
     $23.7 of payments representing the difference between the exercise
     price and $45.00 (the per share deemed value of the General Signal
     Common Stock for purposes of the Merger) to cancel the General Signal
     Options, $11.3 of payments representing $45.00 multiplied by the
     number of outstanding Restricted Shares, $35.4 for salary
     continuation, financial planning and health care for General Signal's
     affected employees, and $2.0 for holding costs associated with the
     vacated General Signal's corporate office building. It is possible
     that certain of General Signal's corporate office employees will
     relocate to other operations of the combined company and the
     associated salary continuation amounts included in the disclosures
     above will not be paid. This aggregate charge is not reflected in the
     pro forma statement of income data as the charge is non-recurring and
     has no continuing impact. The charge does not include a pre-tax amount
     of $15.5 related to salary continuation benefits available under
     change of control agreements with General Signal's unit presidents. It
     is SPX's intention that these individuals will continue in their
     positions after the Merger is consummated.


                                    105

<PAGE>
 PRO FORMA ADJUSTED HISTORICAL FINANCIAL DATA OF SPX
                         (unaudited)
            (in millions, except per share data)

     In February 1997, SPX completed the sale of substantially all of the
assets and rights used in the manufacture and distribution of piston rings
and cylinder liners, known as the Sealed Power division ("SPD"). The gross
cash sales proceeds were $223.0.

     The following historical financial data include the results of SPD
through February 7, 1997, its date of disposition. The following unaudited
pro forma adjusted historical financial data for the year ended December
31, 1997 reflect the disposition of this division as if it had occurred as
of January 1, 1997. The pro forma adjusted historical financial data do not
purport to represent what SPX's results of continuing operations would
actually have been had the transaction in fact occurred as of January 1,
1997, or project the results for any future period.

     The pro forma adjusted historical financial data of SPX should be read
in conjunction with the financial statements and notes thereto included in
SPX's 1997 Form 10-K.



                                    106
<PAGE>
<TABLE>
<CAPTION>

            PRO FORMA ADJUSTED HISTORICAL FINANCIAL DATA OF SPX
                    FOR THE YEAR ENDED DECEMBER 31, 1997
                                (unaudited)
                    (in millions, except per share data)

                                                                                        PRO FORMA
                                                                                       ADJUSTMENTS               PRO
                                                                                  -------------------           FORMA
                                                                 HISTORICAL       DIVEST(a)       OTHER       ADJUSTED
                                                                 ----------       ---------       ------      --------
<S>                                                                <C>              <C>           <C>            <C>

STATEMENT OF INCOME DATA:
Revenues............................................               $922.3          $(23.5)        $   --         $898.8
Cost of products sold...............................                669.0           (19.6)            --          649.4
Selling, general and administrative.................                175.3            (1.0)            --          174.3
Other operating expenses, net.......................                  3.9            (0.2)            --            3.7
Special charges(e)..................................                116.5              --             --          116.5
                                                                    ------         ------         ------         ------
Operating income (loss).............................                (42.4)           (2.7)            --          (45.1)
Other (income) expense..............................                (74.2)             --          71.9(b)         (2.3)
Interest expense, net...............................                 13.9              --          (1.0)(c)        12.9
                                                                    ------         ------         ------         ------
Income (loss) before income taxes...................                 17.9            (2.7)        (70.9)          (55.7)
Provision (benefit) for income taxes................                 21.3            (1.0)        (40.3)(d)       (20.0)
                                                                    ------         ------         ------         ------
Income (loss) from continuing operations(f).........               $ (3.4)        $  (1.7)       $(30.6)         $(35.7)
                                                                    ======         ======         ======         ======
Income (loss) per share:
   Basic.............................................               $(0.27)                                      $(2.80)
   Diluted...........................................                (0.27)                                       (2.80)
Weighted average number of common shares
   outstanding:
   Basic.............................................                12.754                                       12.754
   Diluted...........................................                12.754                                       12.754
OTHER FINANCIAL DATA:
Capital expenditures................................                $22.6          $ (1.0)                       $21.6
Depreciation and amortization.......................                 25.0            (1.2)                        23.8


---------------

(a)   This column removes the operating results of SPD for the period January 1,
      1997 to February 7, 1997, its date of disposition.

(b)   Adjustment to exclude the gain on the sale of SPD.

(c)   Adjustment to interest expense, net assuming the use of net proceeds to
      reduce revolving credit and other debt.

(d)   Adjustment to income tax expense to reflect the tax effect of the
      adjustments.

(e)   Reflects a reclassification to special charges of $6.5 of legal costs to
      special charges that were previously classified as other expense (income), net
      in SPX's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997.

(f)   Income excludes extraordinary item of $10.3, net of taxes.
</TABLE>

                                    107
<PAGE>




       PRO FORMA ADJUSTED HISTORICAL FINANCIAL DATA OF GENERAL SIGNAL
                                (unaudited)
                    (in millions, except per share data)

     In August 1997, General Signal sold substantially all of the assets of
GSPG, a unit of the Process Controls sector. The gross cash proceeds were
approximately $200.0.

     In September 1997, General Signal and Emerson formed EGS, a joint
venture combining Emerson's Appleton Electric operations and GSEG's
operations. General Signal contributed substantially all of the operating
assets of GSEG in exchange for 47.5 percent of EGS.

     The following historical financial data include the results of GSPG
through August 23, 1997 (its date of disposition) and the results of GSEG
through September 15, 1997 (the date of contribution of the operations to
the joint venture). The following unaudited pro forma adjusted historical
financial data for the year ended December 31, 1997 reflect these
transactions as if they had occurred as of January 1, 1997. The pro forma
adjusted historical financial data do not purport to represent what General
Signal's results of continuing operations would actually have been had the
transactions in fact occurred as of January 1, 1997, or project the results
of any future period.

     The pro forma adjusted historical financial data should be read in
conjunction with the financial statements and notes thereto included in
General Signal's 1997 Form 10-K.

                                    108
<PAGE>



<TABLE>
<CAPTION>

       PRO FORMA ADJUSTED HISTORICAL FINANCIAL DATA OF GENERAL SIGNAL
                      FOR THE YEAR ENDED DECEMBER 31, 1997
                                (unaudited)
                    (in millions, except per share data)



                                                                 PRO FORMA ADJUSTMENTS                            PRO
                                                                -----------------------                          FORMA
                                                                HISTORICAL    DIVEST(a)         OTHER         ADJUSTED
                                                                ----------    ---------        ------         --------
<S>                                                               <C>             <C>           <C>            <C>

STATEMENT OF INCOME DATA:
Net sales..........................................              $1,954.6         $(353.1)      $   --        $1,601.5
Cost of sales......................................               1,313.6          (247.3)          --         1,066.3
Selling, general and administrative................                 444.9           (68.0)          --           376.9
Other operating expenses, net......................                  14.6            (2.1)          --            12.5
                                                                 --------         -------        ------       -------
Operating earnings.................................                 181.5           (35.7)          --           145.8
Other expense (income).............................                 (72.7)             --         63.7(b)
    (9.0)
Equity in earnings of EGS..........................                 (11.8)             --        (27.0)(c)       (38.8)
Interest expense, net..............................                  13.2              --         (5.0)(d)         8.2
                                                                 --------         -------       ------        --------
Earnings from continuing operations before income
   taxes............................................               252.8            (35.7)       (31.7)          185.4
Income taxes.......................................                121.8            (13.7)       (34.2)(e)        73.9
                                                                 --------         -------       ------        --------
Earnings from continuing operations(f).............              $ 131.0          $ (22.0)      $ 2.5         $  111.5
                                                                 ========         =======       ======        ========
Income per share:
   Basic............................................             $   2.61                                     $   2.22
   Diluted..........................................                 2.60                                         2.21
Weighted average number of common shares
   outstanding:
   Basic............................................                50.2                                          50.2
   Diluted..........................................                50.4                                          50.4
OTHER FINANCIAL DATA:
Capital expenditures...............................              $  56.5          $  (8.2)          --         $  48.3
Depreciation and amortization......................                 65.3             (9.5)          --            55.8


---------------

(a)   This column removes the operating results of GSPG for the period January 1,
      1997 to August 23, 1997, its date of disposition. This column also removes the operating
      results of GSEG for the period January 1, 1997 to September 15, 1997, its date of
      contribution to EGS.

(b)   Adjustment to exclude the gain on GSPG. No gain or loss was recorded on the contribution of
      GSEG to EGS.

(c)   Adjustment to recognize General Signal's estimated share of EGS' pro forma earnings from
      January 1, 1997 to September 15, 1997.

(d)   Adjustment to interest expense, net assuming the use of net proceeds to reduce debt.

(e)   Adjustment to income tax expense to reflect the tax effect of the adjustments.

(f)   Earnings from continuing operations excludes earnings from discontinued operations of $2.3,
      and a charge for the cumulative effect of accounting changes of $3.7.
</TABLE>




                                    109
