8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): DECEMBER 29, 2004


                            TECUMSEH PRODUCTS COMPANY
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             (Exact name of registrant as specified in its charter)


         MICHIGAN                        0-452                   38-1093240
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(State or other jurisdiction          (Commission              (IRS Employer
     of incorporation)                File Number)           Identification No.)

             100 EAST PATTERSON STREET
                 TECUMSEH, MICHIGAN                                49286
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      (Address of principal executive offices)                   (Zip Code)

       Registrant's telephone number, including area code: (517) 423-8411


                                (NOT APPLICABLE)
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         (Former name or former address, if changed since last report.)




Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))



ITEM 1.01     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         On December 29, 2004, we entered into a consent order with the
Wisconsin Department of Natural Resources and TRC Companies, Inc. relating to
the cleanup of PCB and other contamination at and in certain areas around and
downstream from our New Holstein, Wisconsin facility. At the same time, we
entered into an Exit Strategy Agreement with TRC under which TRC assumed
substantially all of our obligations to remediate preexisting known and unknown
contamination pursuant to the consent order and applicable laws and regulations.
The term of the agreement with TRC is 20 years, and TRC's maximum liability
under it is $40 million. As required by the agreement, we also purchased a
policy from American International Specialty Lines Company, a division of
American International Group, including cost-cap coverage, pollution legal
liability coverage, and a finite portion for various remediation costs and
bodily injury and property damage claims potentially associated with the
contamination and remediation. The policy's aggregate coverage limit is
approximately $41 million, the term is 20 years, and it names TRC and us as
named insureds.

         We incurred total costs of approximately $16.4 million in entering into
these arrangements. We will record the difference between these costs and the
amount we previously had accrued for the cleanup as an expense during the fourth
quarter of 2004.

ITEM 7.01     REGULATION FD DISCLOSURE.

         January 4, 2005, we issued a press release describing charges we are
taking in the fourth quarter of 2004 relating to the environmental remediation
matters described in Item 1.01 of this report and the bankruptcy of a
substantial customer. We are furnishing a copy of the press release as Exhibit
99.1 to this report.

         The information in this Item 7.01 and in Exhibit 99.1 shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, or otherwise subject to the liability of that section, and shall not be
incorporated by reference into any registration statement or other document
filed under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, except as shall be expressly set forth by specific reference in the
filing.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.

         The following exhibit is furnished with this report:

         Exhibit No.                Description

         99.1                       Press release dated January 4, 2005






                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                         TECUMSEH PRODUCTS COMPANY


Date:  January 4, 2005                   By /s/ James S. Nicholson
                                            ------------------------------------
                                            James S. Nicholson
                                            Vice President, Treasurer and Chief
                                             Financial Officer







                                  EXHIBIT INDEX

         Exhibit No.                Description

         99.1                       Press release dated January 4, 2005

EX-99.1

                                                                    Exhibit 99.1

TECUMSEH PRODUCTS COMPANY
(NASDAQ:  TECUA and TECUB)

           TECUMSEH PRODUCTS COMPANY TO RECORD FOURTH QUARTER CHARGES

Tecumseh, Michigan, January 4, 2005 . . . . Tecumseh Products Company announced
today that it will recognize pretax charges totaling $16.5 million against
fourth quarter 2004 results related to environmental matters and the
collectability of accounts receivable.

         As previously disclosed, Tecumseh has been participating in a
cooperative, voluntary cleanup effort with the Wisconsin Department of Natural
Resources ("WDNR") to investigate and cleanup PCB contamination in the watershed
of the south branch of the Manitowoc River, at and downstream from the Company's
New Holstein, Wisconsin facility. On December 29, 2004, the Company and TRC
Companies, Inc. entered into a Consent Order with the WDNR relating to this
effort known as the Hayton Area Remediation Project ("HARP"). The Consent Order
provides a framework for the completion of the remediation and regulatory
closure at HARP.

         Concurrently, on December 29, 2004, the Company and two of its
subsidiaries and TRC Companies and TRC Environmental Corporation (collectively,
"TRC") entered into an Exit Strategy Agreement (the "Agreement"), whereby the
Company transferred to TRC substantially all of its obligations to complete the
HARP remediation pursuant to the Consent Order and in accordance with applicable
environmental laws and regulations. TRC's obligations under the Agreement
include any ongoing monitoring or maintenance requirements and certain off-site
mitigation or remediation, if required. TRC will also manage any third-party
remediation claims that might arise or otherwise be filed against the Company.

         As required by the Agreement, the Company has also purchased a
Pollution Legal Liability Select Cleanup Cost Cap Policy (the "Policy") from
American International Specialty Lines Company. The term of the Policy is twenty
(20) years with an aggregate combined policy limit of $41 million. The policy
lists the Company and TRC as named insureds and includes a number of first and
third party coverages for remediation costs and bodily injury and property
damage claims associated with the HARP remediation and contamination. The
Company believes that the Policy provides additional assurance that the
responsibilities, obligations, and liabilities transferred and assigned by the
Company and assumed by TRC under the Agreement will be completed. The total cost
of the exit strategy insured remediation arrangement to Tecumseh was $16.4
million. This amount includes $350,000 that was paid to the WDNR pursuant to the
Consent Order to settle any alleged liabilities associated with natural resource
damages.

         As of September 30, 2004, the Company had accrued $2.4 million
representing the estimated cost of cleanup efforts to which the Company had
previously voluntarily agreed. The difference in Tecumseh's costs under the
Agreement and the amounts previously accrued will result in a non-recurring
charge in the fourth quarter 2004 of $14.0 million.

         "Like the Sheboygan Liability Transfer Agreement related to the
Company's PCB cleanup at its former Sheboygan Falls, WI site, this Exit Strategy
Agreement brings a degree of




financial certainty to the cost of cleaning up our two PCB cleanup sites. These
agreements are good for the people of the state of Wisconsin as they fund and
initiate comprehensive cleanup plans, and they demonstrate the Company's
continued commitment to be environmentally responsible. Furthermore,
approximately 50% of the Company's operating facilities throughout the globe are
certified under ISO 14001 Environmental Management Standard, and we expect every
one of them to achieve certification by the end of 2005." -- James S. Nicholson,
VP, Treasurer and CFO.

         In addition, during the fourth quarter, Murray Inc., a customer of the
Engine & Power Train Group filed for bankruptcy. At the time of the filing the
Company's outstanding accounts receivable with Murray was $3.3 million, for
which the Company had previously established a specific reserve of $0.8 million.
Based upon the bankruptcy proceedings, it is likely that the receivable is fully
impaired, and the Company will recognize an additional charge of $2.5 million in
the fourth quarter of 2004.

         Tecumseh Products Company is a full-line independent global
manufacturer of hermetic compressors for residential and commercial
refrigerators, freezers, water coolers, dehumidifiers, window air conditioning
units and residential and commercial central system air conditioners and heat
pumps; gasoline engines and power train for lawn mowers, lawn and garden
tractors, garden tillers, string trimmers, snow throwers, industrial and
agricultural applications and recreational vehicles; electric motors and
components, including AC and DC motors, blowers, gear motors and linear
actuators for a wide variety of industrial and consumer applications across a
broad range of industries; and centrifugal pumps, sump pumps and small
submersible pumps for industrial, commercial, marine and agricultural
applications.

         This discussion contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 that are subject to the
safe harbor provisions created by that Act. Forward-looking statements can be
identified by the use of terms such as "expects," "should," "may," "believes,"
"anticipates," "will," and other future tense and forward-looking terminology.
Readers are cautioned that actual results may differ materially from those
projected as a result of certain risks and uncertainties. For a description of
these risks and uncertainties, refer to "Cautionary Statements Relating to
Forward Looking Statements" in the Management's Discussion and Analysis section
of Tecumseh Products Company's Annual Report to Shareholders and Form 10-K for
the year ended December 31, 2003.

Contact:          Pat Walsh
                  Director of Investor Relations
                  Tecumseh Products Company
                  (517) 423-8455