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): NOVEMBER 7, 2005

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

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



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



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

                                (NOT APPLICABLE)
         (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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS

     The registrant hosted its third quarter 2005 earnings conference call and
webcast on Thursday, November 7, 2005 at 11:00 a.m. Eastern Time. Via the
webcast, registrant presented its Third Quarter 2005 Investor Presentation,
which contains a summary of registrant's financial results for the quarter
ending September 30, 2005, as well as certain other financial and operating
information. Pursuant to the requirements of Item 2.02 of Form 8-K, registrant
hereby furnishes the Third Quarter 2005 Investor Presentation as Exhibit 99.1 to
this report and the Question and Answer Session to the Third Quarter 2005
Investor Presentation as Exhibit 99.2 to this report. The Investor Presentation
will be posted on the registrant's website, www.tecumseh.com, through at least
November 21, 2005. Exhibit 99.1 and 99.2 are incorporated by reference under
this Item 2.02.

Note: The information in this report is furnished pursuant to Item 2.02 and
shall not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that Section.
The information in this report will not be deemed an admission as to the
materiality of any information.


                                       -1-



                                   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: November 8, 2005                  By /s/ James S. Nicholson
                                           -------------------------------------
                                           James S. Nicholson
                                           Vice President, Treasurer and Chief
                                           Financial Officer



                                  EXHIBIT INDEX



Exhibit No.                               Description
- -----------                               -----------
           
    99.1      Third Quarter 2005 Investor Presentation

    99.2      Question and Answer Session Following the Third Quarter 2005
              Investor Presentation

EX-99.1

                                                                    EXHIBIT 99.1

                    THIRD QUARTER 2005 INVESTOR PRESENTATION
    JAMES S. NICHOLSON, VICE PRESIDENT, TREASURER AND CHIEF FINANCIAL OFFICER
                                NOVEMBER 7, 2005

     Thank you, Stephanie.

     Good morning and welcome to our third quarter 2005 conference call. This
call is being simultaneously broadcast on the internet and will also be archived
for replay starting this afternoon. The replay can be accessed at our web site,
www.tecumseh.com.

     I will start our conversation this morning with some brief comments,
expanding on our press release both in terms of our actual results for the
quarter, as well as a preliminary look at the rest of the year. Following my
comments, we will open the call for your questions.

     I would remind you that my prepared comments this morning, and the answers
to your questions, contain forward-looking statements within the meaning of the
Securities laws. I refer you to the cautionary statements contained in our press
release concerning significant risks and uncertainties involved with forward
looking statements that could cause actual results to differ materially from
projected results.

     The third quarter turned out to be another difficult and disappointing
quarter with results being well below our initial expectations. Reported results
for the third quarter 2005 amounted to a net loss of $32.8 million or $1.77 per
share, compared to net income of $12.3 million or $0.67 per share in the third
quarter of 2004. Of this loss, $25.3 million, or $1.37 per share, was
attributable to the recognition of valuation allowances against previously
recorded deferred tax assets in the U.S. and Brazil, as well as $1.4 million or
$0.08 per share related to restructuring-related charges. Excluding these
charges, the overall operating results decline was consistent with that
experienced through the first half of the year. While improvements were achieved
in the Electrical Components and Pump sectors, these improvements were more than
offset by declines in the Compressor and Engine & Power Train segments. Overall,
we continue to be adversely affected by the exchange rate of the Brazilian Real,
the cost of certain inputs, like copper and transportation, and lower volumes,
particularly in the Compressor segment.

     Consolidated sales for the quarter amounted to $478.5 million, which is
relatively flat in dollar terms in comparison to the third quarter of 2004;
however, excluding the effects of currency translation, sales declined by $20.6
million or 4.3%. This decrease was primarily attributable to the Compressor
business where sales were down by $19.8 million, net of foreign currency
effects.

     I will address these changes more specifically in my comments regarding
each business segment; however, in the aggregate and on a pre-tax basis, we
estimate that currency had an approximate impact on year over year profitability
of $12 million, and volume and mix changes also affected year over year
profitability by approximately $12 million. Note, however, that the mix of these
factors on an aggregate basis varies from segment to segment. In addition, net
interest costs rose by $3.1 million reflecting lower earnings from available
cash, higher borrowing rates, and higher foreign borrowings.


                                        1



     Now looking at the business by its respective segments - compressor sales,
net of the effects of currency, declined by $19.8 million or 9%. The decline was
largely attributable to weaker demand in South America for compressors used in
air conditioning and residential refrigeration and weaker demand in Europe for
compressors used in residential refrigeration. Last year at this time, our
Brazilian operations were sold out with respect to its capacity for residential
refrigerator and freezer compressors. With the weakening of global demand, this
is no longer the case and represents our expectation for 2006 as well. In
addition, sales in India of compressors used in air conditioning are down
approximately 50% year to date due to a trend to rotarization in that market. On
the positive side, the hot summer weather did benefit our aftermarket business
in North America where sales were up 31% over last year.

     Compressor segment operating results were down $14.9 million or 66% in
comparison to the prior year. The two largest factors, in equal proportions,
were the affect of a weaker U.S. Dollar versus the Brazilian Real and lower
sales volumes. The average book keeping rate for the third quarter 2005 had the
U.S. Dollar 20% weaker versus the Real in comparison to the third quarter in
2004. For comparison purposes, the dollar was approximately 17% weaker year over
year during the second quarter and 10% weaker during the first quarter.

     The outlook in the Compressor Group for the balance of the year is
consistent with our current results. While recent warm weather helped
aftermarket volumes in North America in the third quarter, larger global factors
will drive the group's near term performance. The strength of the Real and
volume trends in South America and Europe are expected to depress earnings in
this segment for the remainder of 2005 and into 2006; however, the Company will
soon be formally introducing its scroll compressor and bringing new rotary
capacities online in India that will improve its overall competitive profile.

     Moving to the Electrical Components Group - for the quarter, the Group
reported sales of $103.3 million compared to $102.1 million a year ago. The
change in sales reflects price increases over the affect of lower volumes,
primarily in the automotive sector, due to lower customer build schedules and
our customers' share with their OEMs.

     Electrical Components operating income for the quarter was $4.8 million
compared to $3.5 million a year ago. The improvement in operating results is due
to lower amortization of intangibles, price increases, and improved productivity
in excess of higher commodity costs and lower volumes.

     Looking forward into the rest of the year for the Electrical Components
business, we expect results to continue to improve as the benefits of pricing
and cost reduction actions continue to affect results. In addition, we expect
improved sales and results in 2006 as new business in the automotive sector
begins.

     Now for the Engine & Power Train Group - Sales in the Engine & Power Train
Group were down $4.4 million or 3% from the prior year's third quarter. The
decrease was primarily attributable to the previously described loss of business
at Sears and lower volumes in Europe. Snow shipments during the quarter were
consistent with the prior year's favorable volumes.

     Despite the relatively consistent sales volumes, the Group's operating
results declined by $7.4 million in comparison to the prior year's third
quarter. The decline is primarily attributable


                                        2



to higher material and transportation costs, as well as the unfavorable affects
of a stronger Real on higher production levels in Brazil.

     On a positive note, we have achieved sufficient, consistent production
levels in Brazil to permit us to begin the removal of duplicate productive
capacities, which will greatly improve our ongoing cost structures. On October
28, 2005, we announced our intent to cease engine assembly at our Corinth,
Mississippi location. While our fourth quarter will reflect restructuring costs,
we expect the benefits of past and current restructuring will provide sizeable
benefits in 2006. Other potential improvements are tied to the outcome of line
reviews that are still pending and the associated volumes for the next green
season.

     Now for the Pump Group - sales increased by $3.3 million or 12% over the
prior year. The increase was attributable to higher volumes across most of the
business' market categories. Robust demand, partially fueled by weather, good
industrial markets, and new product acceptance were key to the increase. The
sales growth was primarily responsible for the half million dollar or 16%
increase in operating profit.

     Now that we have covered the segments, let's cover some other matters of
significance. During the third quarter, operations generated cash of $20.9
million compared to a use of cash of $55.5 million during the first six months
of the year. The improvement reflects better third quarter operating results in
comparison to the first half of the year and improvements in working capital
levels; however, based upon the trend of declining results in the Compressor
segment, we elected to not pay a dividend in the third quarter, even though
permitted under the terms of our amended bond agreement, in order to provide
necessary funding of capital expenditures. In addition, based upon future
expected results, we currently do not anticipate paying a dividend while subject
to the covenants of the current bond agreement.

     We continue to monitor our future expected results in relationship to the
financial covenants specified under the terms of the respective borrowing
arrangements. As a result, we may seek alternative financing arrangements, which
provide greater flexibility than currently afforded under the existing Senior
Guaranteed Notes, in combination with potential sales of assets as part of our
overall business strategies.

     Another item that deserves some elaboration is our tax expense. Previously,
we provided benefits on deferred tax assets because our tax planning strategies
indicated that we would likely realize these assets; however, with the trend in
compressor results, particularly in Brazil, our outlook changed sufficiently
that under current accounting rules it is appropriate to de-recognize these
assets. The Company is still employing strategies to realize these tax benefits
and, when realized, they will benefit tax expense recognized in the future.

     In conclusion, the third quarter results, while not what the Company views
as acceptable, did reflect some of the benefits expected under the turn-around
plans we established after the first quarter. We continue our campaign of cost
cutting and believe actions currently being taken will provide significant
benefits in future periods. Of course, we also remain susceptible to
macro-economic factors, like currency values, global commodity costs, and
business cycles which cannot always be predicted.

     That concludes my prepared comments for this morning. I will now take your
questions.


                                        3

EX-99.2

                                                                          Page 1


                                                                    EXHIBIT 99.2

THIRD QUARTER 2005 INVESTOR PRESENTATION - QUESTION AND ANSWER SESSION
JAMES S. NICHOLSON, VICE PRESIDENT, TREASURER AND CHIEF FINANCIAL OFFICER
NOVEMBER 7, 2005

Bruce Baughman: Were the implementation of the scroll product, scroll compressor
and the rotary compressors delayed this year?

James Nicholson: With respect to the scroll, it is not delayed. It is under the
timing that we have expected. The formal rollout will come at the (ASHRAE) show
in January. Currently, we do have compressor models on test with our customers.
With respect to the rotary in India, it was delayed by factors outside of our
control. It's one of the things that we point to when we say, "Gee, if we didn't
have bad luck, we'd have no luck at all." A good portion of the equipment that
will manufacture the new rotary in India actually came from the United States.
The first ship that we put it on got out to sea and broke a drive shaft and had
to be towed back to the port. The second ship we were scheduled on was
commandeered for military deliveries to Iraq, and then finally, we got on a
third ship which made an extended stop in a port along the way. Long and short
of that, we were about four months behind in getting that production up and
running. We expect we will be producing rotaries in December in India.

Bruce Baughman: OK. And how's the implementation of the ERP system progressing?

James Nicholson: It is on schedule. We are currently in unit acceptance testing
for what we call the second wave of implementation. We had implemented our pilot
site, which is Little Giant, at the beginning of this year. As we get into the
beginning of next year, we have a rapid sequence of a number of key locations
that get implemented during the first three quarters of the year. We do not do
any implementations in the fourth quarter because with Sarbanes Oxley it becomes
a little problematic for testing purposes. So that's the plan, and we're
currently on schedule with respect to that plan.

Bruce Baughman: OK. Any progress with the variable speed DC compressors?

James Nicholson: Well, we already have variable speed DC compressors in the
marketplaces serving niche applications.

Bruce Baughman: Any increase in sales there or new applications or new
platforms?

James Nicholson: The answers is yes to all of those. Sales of the Masterflux are
increasing. I would say that, in the third quarter, we probably had the highest
sales level of any quarter in the past, and we continued to test that product in
many new applications. So the answer is yes.

Bruce Baughman: OK, and how about the World Economy electric motor?

James Nicholson: Well, we call it the WEM. The World Economy Motor has one new
business. We expect those automotive platforms are going on to commence in 2006
according to the original schedule. So it has gained good acceptance, and it
will be produced here in mass quantities as we get into 2006.

Bruce Baughman: And the hiring of AlixPartners for the engine and power train
segment, why only that segment?

James Nicholson: Well, certainly, if we went back about five months ago, we did
not see the - did not expect that - currency would continue to work against us
as dramatically as it has, as well as the falloff in volumes in Europe and South
America. So things were, I think, progressing as expected in the compressor
group as well as the electrical components group. The actions we've been taking
have been showing positive effects there. It's really just been the engine group
that's been



                                                                          Page 2


in such dire straits, where we made the essential assessment, which is we did
not have the adequate personnel to achieve the turnaround plans that were
necessary. There's been no confusion as to what the plan is. It's been a matter
of having the resources to execute it, and that's why they're here.

Bruce Baughman: OK. Is Al Koch, is that how you pronounce his name?

James Nicholson: Al Koch.

Bruce Baughman: Al Koch, is he personally involved?

James Nicholson: He is not. He is a member of our board, but he is not involved
in that engagement.

Bruce Baughman: OK. And then finally, how much did pension income contribute to
operating results?

James Nicholson: Give me a second. Pension income amounts to just shy of $12
million on an annual basis.

Bruce Baughman: So one fourth of that in the quarter?

James Nicholson: Yes, one fourth of that in the quarter (see correction below).

Bruce Baughman: OK, and just getting back to the other question about
AlixPartners, now that things have continued to be challenging since they first
came on, is there any thought of extending that to some of the other operations
of the company?

James Nicholson: Bruce, I need to correct my answer on that last question. The
$12 million was year to date, not full year. So it's one third of that is what
the benefit in the quarter was.

Bruce Baughman: OK, thank you.

James Nicholson: I'm sorry, go ahead with your next question.

Bruce Baughman: The other one was about AlixPartners. You explained why their
engagement was for a specific segment at a specific time, but in the six months
since then, it's obvious that other areas need a lot of help too. Is there any
consideration of extending that engagement to the other parts of the company?

James Nicholson: I don't think so at this time, although those are also
decisions that are driven by the board. The reason I say that is because we have
been executing various programs, whether it be new product or cost reductions
fairly effectively. What's really hit us up here in the last quarter in the
compressor group is really these macroeconomic factors of currency and lowering
demand. We have not been losing, for the most part, share. There has been market
decline in those segments.

Bruce Baughman: OK, thank you.

Operator: Our next question comes from Rand Gessing with David J. Green and
Company.

Rand Gesing: What was your sense for plan as to how we did, you know, on the
balance sheet, getting some of the inventory to work down?

James Nicholson: We're actually ahead of our targets in getting those inventory
balances down, and a lot of that has been turned into receivables as of this
point in time, or at the end of the quarter. So we're happy about those results.



                                                                          Page 3


Rand Gesing: In the fourth quarter, how should I think about it? Do you expect
to do a little better or about the same as it relates to inventory and pulling
some cash out of the balance sheet? I guess I had thought that third quarter was
going to be good but the fourth quarter was going to be a big quarter.

James Nicholson: Well, we do expect to still continue to pull more cash out of
the balance sheet, both receivables and inventory, as we go into the fourth
quarter. There's still room to get those inventories down to the kind of
inventory levels we had two years ago at December.

Rand Gessing: Yes. I was just wondering how much impact we're having on the
operating profit, or lack thereof, in some segments as it relates to pulling
inventories down. Any impact from that? Are these things we're doing to become
more efficient offsetting them?

James Nicholson: Well, there have been no detrimental impacts. There have been
many reasons why inventory levels in the various segments were what they were,
and those reasons are not necessarily universal across all of the segments. All
I can say is we've made good progress by focusing on it in all of our segments
and bringing them down to more historical levels. We have more work to do, but
we are making progress, and the progress is ahead of the plans that we'd
established.

Rand Gessing: Right, OK. At engine, are we hearing anything from AlixPartners as
it relates - I mean turnaround firms, crisis management firms typically are very
good at going in and pulling cash out of operations. Are they finding things on
top of the overall company initiative in this regard?

James Nicholson: Well, let me tell you this about that engagement, and it's
consistent with the message that they delivered to our board over the last
couple of months. They have, as their work has progressed, ratified on numerous
occasions that they believe that their original projections in terms of the
total amount of cost savings that can be achieved are still valid, and they're
even more positive about achieving those. Now, that engagement goes through
mid-2007, and so we would expect to have completed all of those run rate
improvements by that point in time.

Rand Gesing: OK. Language regarding asset sales is sort of new in this press
release. I was just wondering, you know, what the drivers are to thinking about
those types of transactions.

James Nicholson: Sure, that's a good question, Rand. You know, I think we've
always had this discussion or we've had this discussion at various points in
time. One, I would say we've always said we're not married to any of our
businesses. If we felt that we could get more value than we can generate
ourselves, then it's for sale. As we look at our capital structure and the
potential of reviewing our capital structure, it's a good time to take a fresh
view of those potential sales. It's something that, in light of what our overall
strategies are, we look at the company say five years from now and say what do
we want it to be. So there's just been a holistic approach to looking at the
changes that might be coming, and we want to say that it's possible because it
is something that we're looking at.

Rand Gesing: You'd sort of say the fire around that issue is hotter than it's
been in some time.

James Nicholson: I don't know if I'd use that analogy as the fire being hotter.
More of a focused analysis, making sure that we're honed in on the strategies,
and that we're listening to the markets that might be telling us that certain
assets are very valuable and maybe more than we can generate on our own. We're
going through that analysis, you know, in this time frame now, and if something
comes out of that, we just wanted to make sure that we told the markets that it
was a possibility.

Rand Gesing: Got you. OK, I'll get back in queue. Thanks.

Operator: Our next question comes from Jeff Bourke with Robert W. Baird.



                                                                          Page 4


Jeff Bourke: Some questions on cap ex. First off, I noted some language in the
press release about a covenant you had to amend. Can you talk a little bit about
that?

James Nicholson: I certainly can. When we originally did the amendment - there's
two things going on here. When we originally did the amendment, the value of the
Brazilian Real was projected at, you know, some number. It turned out to be a
lot stronger than that, and we are making significant cap ex in Brazil right
now. When you translate that number back to dollars, it turns out to be larger
as a result of translation. The covenant was set based upon dollars. That's part
of it. We also, when we originally formulated that, we had missed a location in
terms of its capital expenditures, so we had to tweak the covenant to allow room
for what our latest view of currency is as well as this missed expenditure.

Jeff Bourke: OK. And then cap ex so far year to date looks to be running about
almost 60 percent higher than last year.

James Nicholson: Right.

Jeff Bourke: What are, well, first off, what do you expect for the fourth
quarter, and does that kind of rate continue in '06? And then, where is that
money going?

James Nicholson: OK. Let me start with will that rate continue into '06. No, it
will not continue past the first quarter of '06. These are the capacity
expansions - the new refrigeration product in Brazil, the rotary product in
India, and investments for our scroll. So it's those things. We also have some
new product expenditures in the engine group. We think that we're going to end
up the year at around $120 million. That's up from what we thought before.
Mainly because, again, currency inflates these numbers versus what we had
predicted originally. So after the first quarter, which is really the
completion, most of the Indian stuff will be done by the end of the year, but
the expansion in Brazil goes into the first quarter. After that we don't really
have any major programs on the plate.

Jeff Bourke: OK, so beyond the first quarter maybe an annual run rate back below
$100 million?

James Nicholson: Oh, definitely a run rate well below $100 million.

Jeff Bourke: A bookkeeping question on the tax rate. What should we expect in
the fourth quarter? It's kind of hard to make sense of what's going on year to
date. And then, I guess, longer term.

James Nicholson: Jeff, we could probably talk for hours on the accounting rules
for the deferred taxes and taxes, and it would be very difficult for all parties
to understand. Essentially, we are only providing tax benefits now in two small
jurisdictions, and so for the most part, you can expect losses will carry no tax
benefits, and earnings will carry no taxes.

Jeff Bourke: OK. All right, and a last question, the AlixPartners arrangement,
where are the actual costs of that running through the P&L, and based on what
you've seen so far, when do you think the inflection point would occur where the
losses stop in that segment?

James Nicholson: Well, with seasonality, you know, I would imagine, and this is
just my guess, that the third quarter of next year would probably be in the
black. All of the AlixPartners costs are flowing through the engine group
segment.

Jeff Bourke: OK.

James Nicholson: The costs in the quarter related to their engagement, and I'm
going off a vague memory here, is about $1.5 million, $1.5 million to $2
million.

Jeff Bourke: And that was two months, correct? They started in August?



                                                                          Page 5


James Nicholson: Well, yes, but there was a ...

Jeff Bourke: Up front?

James Nicholson: There was an up front, yes, that we expensed.

Operator: Our next question comes from Mike Hamilton with RBC Dain.

Mike Hamilton: If we could start on the compressor side, business has been
extremely sensitive to macroeconomic changes globally over the last six, seven
quarters. Could you give your assessment on that? Particularly, is your view
that you tend to be the marginal supplier and so more volatility to the market,
or is the market itself that volatile right now?

James Nicholson: I don't think it's the former. If we look at our estimates of
share, for the most part, they're flat, our shares are flat. We had been on a
pretty good run, you know, basically going up to the beginning of this year,
where we had been growing our shares in R&F. We had really dominant positions in
Brazil and in India in the AC markets and what's happening in R&F. So that was
last year that was very favorable, because with the sold out condition that the
industry was experiencing, we were able to pass along the cost of the majority
of the costs of our commodity increases in the compressor segment. If you go
back and look at our results, you'll see that was the case.

As the total global demand for R&F falls off, just to give you an idea, for the
full year, we think Europe is going to be down six to seven percent, and the
Brazilian or South American markets off seven to eight percent. Now those rates
are a little higher in the latter half of the year because they'd fallen off on
an accelerated basis. What that's done is that's created excess capacity in the
global marketplace. So it's not necessarily as easy to pass along price
increases. I think it becomes a little more price competitive. But our shares
are stable. It's been a real change in just the overall demand in R&F.

Mike Hamilton: Intuitively off of that, we haven't seen the bottom in pricing
then.

James Nicholson: That's a true statement. We believe that there will be some
price competition here going forward.

Mike Hamilton: Fair enough. Could you comment a little bit, as you look at the
changing dynamics of businesses, on where we stand on goodwill evaluation and
any impairments there?

James Nicholson: Well, the electrical components group, where the majority of
our goodwill sits, has been, at this point, achieving plans and improving
results. So, now, that's no guarantee because you discount cash flows, interest
rate environment can change, but we're not warning of any pending write downs
here. Same thing, you know, the next highest location is, I think, it's Tecumseh
Europe, and the dollar has been strengthening against the Euro, and I think that
also helps in that test. So, I don't think that there's any kind of substantial
numbers that we are probably looking at in the remaining portion of the year
here for goodwill impairment.

Mike Hamilton: Thanks. Small business, but nice improvement in pumps. Could you
give a little color on what's going on there, what parts of the business you've
picked up market?

James Nicholson: Yes, we have two companies. Both companies are on a good run
right now of increasing sales and profits. Little Giant is, I would say,
benefiting from strong demand. I, again, think their shares are fairly
consistent, but demand is very strong right now. I think the weather that we've
had, the extreme weather, is certainly contributing to that, and they're a very
viable competitor with good relationships with their customers.

On the MP Pump side, they're an industrial-type pump manufacturer, and most of
what they make is, you know, designed to a specific application for a specific
customer. Over the last few



                                                                          Page 6


years, they've been working on products targeted at specific applications.
They're winning the business. You know, the economy in the industrial segment is
a little better than it's been, so their sales are growing for that reason.

Mike Hamilton: Thanks. Then last, engine and power train were at the stage where
the lawn and garden season, from your customer standpoint, is closing out. Would
you be able to give some comments on what you're seeing in market dynamics and
your anticipation there, both from a pricing standpoint and share?

James Nicholson: We think we'll at least have the share that we had last year.
There are still some things that aren't closed that might provide a little bit
of upside. Pricing is up slightly, not enough in my opinion, but it is up
slightly.

Operator: Our next question comes from Steve Raineri with Franklin Advisory
Services.

Steve Raineri: Just a couple of questions. I'm wondering if you could tell me,
given the timing of your new scroll compressor, when do you think you can first
practically be introduced into final product and, you know, final end use
product, and you know, have you signed any formal supply agreements at this
point?

James Nicholson: No, we have not signed any formal agreements at this point. You
have to recognize that with the scroll compressor, there are several different
configurations of that product, some that will go into commercial applications.
We certainly want to reenter and be a bigger player in unitary air conditioning
in North America, so that's clearly a target. The initial rollout applications
that are being considered are in the commercial segment. I hope that answers
your question.

Steve Raineri: Well, I'm just curious as to what the earliest time for it, could
that be next summer? You know, given product cycles, when could that - when's
the earliest it could even be in commercial?

James Nicholson: In commercial? We have product on test now. It can be in
commercial into the first quarter of 2006 it can be on product.

Steve Raineri: And what about residential?

James Nicholson: Well, the residential air market, we have plans to introduce it
into our aftermarket business initially. We're still trying to get customer
acceptance of it in unitary air, in the OEM side of the business, but I wouldn't
expect it for this coming, you know, peak season if you will.

Steve Raineri: OK. And just on the potential uses for your rotary product, could
you kind of give me a sense of what the major applications of that product are
today, and what your long term plans are globally?

James Nicholson: Sure. Well, today, we produce, for the most part, the bulk of
our rotary product is produced in Brazil, and it's used in air conditioning
markets, as well as used in commercial applications in North America and Europe.
The one that we are tooling in India is different. It has an expanded range, and
it is targeted to be used in air conditioning in the Middle East and in Asia, as
well as into commercial applications where rotaries are appropriate.

Steve Raineri: And does this in any way sort of replace sort of what may be a
deficiency on the scroll side?

James Nicholson: No, I really don't think so. They have different - certain
applications have an affinity for certain technology types. Room air
conditioning rotary has become kind of the type of choice. Recips with their
robustness are still very applicable in commercial, and scroll is also a good
application in commercial. These highly efficient small recips are the product
of choice in R&F. So, what it gives us, is a new rotary. One that is, we think,
kind of world class in performance with this expanded range and an India cost
structure, where we can participate in the Indian



                                                                          Page 7


market. I mentioned the fall-off of volumes in Europe and Brazil with respect to
R&F. In India, India's market and the markets in the Middle East were kind of
the last holdouts of transforming their AC applications from recip to rotary. In
India, the air conditioning market had been growing at a rate of about 10
percent a year, but it was disproportionate, the largest portion of the growth
really being in rotaries. Well, this year we've reached the point where
conversion from recip to rotary has really taken over. Our air conditioning
volumes in India, in the Indian market, are off 50 percent year to date because
of that conversion. So, it's really unfortunate that we had the difficulty of
getting that equipment there and up and running and being four months late,
because the market is converting and we're missing an opportunity. But we have
good relationships with our customers in India, and we suspect that, once we get
this product underway, we will recapture what we've lost.

Steve Raineri: And of your overall compressor sales - what would you estimate
are rotary?

James Nicholson: Oh boy.

Steve Raineri: Just so I can get an understanding.

James Nicholson: I - this is a - I'm going to give you a range of say 10 to 20
percent. My guess is closer to the 10 percent range.

Steve Raineri: OK. OK, on the inventory side, given that we do have the
potential for prices to decline, and we have the transition to ((inaudible)) I
was wondering if you could give me a sense of what portion of your current
inventory are compressors and perhaps what may be impacted by any change of 13
seer.

James Nicholson: Well, 13 seer is not going to affect us very much with respect
to our inventories, because we have very, very little share in unitary air
conditioning, which is what the law is really pointed at. Now that's the market
we want to reenter. We want to grow that share back, and having a viable
compressor helps. With respect to the percentage of inventories in the
compressor segment, 45% of our inventories are compressor, which is consistent
with, you know, the magnitude of the business.

Steve Raineri: So, you're saying about $170 million of inventory on your books
is basically compressor?

James Nicholson: About $160 million.

Steve Raineri: $160 million, OK. I'm just thinking, if prices are declining,
don't you feel like you're going to need to record some sort of charge?

James Nicholson: I don't think so. We do every quarter look at lower cost to
market computations, and I think we're OK.

Steve Raineri: OK. Thanks a lot, guys.

Operator: Our next question comes from Peter Uddo with Presidium Investments
Management.

Peter Uddo: Yes, one of my questions was answered on the cap ex. I just wanted
to follow up on the covenant side. I think you had to amend the EBITDA covenant.
Can you talk a little about that, and what the current thresholds are? Thank
you.

James Nicholson: We did not have to amend the EBITDA covenant. We did achieve
the EBITDA covenant in the third quarter. We do continue to monitor the outlook
and the forecast of where we'll be against those covenants. There is a potential
range of outcomes that are in and outside of it, but we did not have to amend it
for this quarter.

Peter Uddo: OK. Thank you.



                                                                          Page 8


Operator: And our last question comes from Rand Gessing with David J. Green and
Company.

Rand Gessing: Yes, I was wondering if you could spend a little time - last
quarter you talked about the focus shifting in Brazil with compressors from sort
of running flat out to meet the market to now with the Real - you know with the
Real then strengthening and now we've had further strengthening that that
management would be looking to become more efficient, to try to take cost out,
et cetera. So just the general question, you know, given the situation we have
with currency, what are we doing internally to offset some of that?

James Nicholson: That's a good question, Rand. The answer is yes. I did mention
that last quarter, and we are, again, talking about focus. Up to here recently,
when the Real started to strengthen, the formula for Brazil really was about
capturing share, and now we are more focused on making sure that we are looking
at the cost side of the equation. We've talked about - we've reduced head count
by 2300 people since about March.

Rand Gessing: But is that in Brazil or?

James Nicholson: A portion of that's in Brazil, probably not quite 50 percent.
But a good portion of that is in Brazil. The other major thing that we have
going on that, you know, it's connected to our ERP implementation, is our
company really had operated as separate companies, and we had truly divided our
buying power and were purchasing on a company by company basis. That is rapidly
changing. We've started a corporate purchasing department. It's starting to get
traction, if you will. We've organized all the people that are in that function
globally within a centralized umbrella, so there will be a focus on the
purchasing side of this equation here, and that's where some of the savings are
going to come from, in addition to efficiency and the head counts.

Rand Gessing: But when does the ERP get really turned on for that business?

James Nicholson: Well, we've been able to - the ERP will help the effort. But
the effort is already underway, kind of using the old brute force method of
collecting the data manually, understanding where our spend is, where the
opportunities to aggregate that spend are. What the system will ultimately allow
us to do, besides making that a little more efficient, is it will allow us to
consolidate part numbers so that if we're buying a bolt in ten different
locations, instead of having ten different part numbers for the bolt, we can
consolidate that to one part number and go shop it as one part number, and
that's something that's difficult to do without a consolidated system.

Rand Gessing: Right. OK, thank you.

Operator: And there are no further questions. I will now turn the conference
back over to Mr. Nicholson for any additional or closing remarks.

James Nicholson: Well, it was a - it's been a difficult quarter and certainly we
have our challenges ahead of us. We are looking forward to meeting those
challenges, and we certainly appreciate you calling in and sharing your
questions with us. We'll talk to you next quarter.

Operator: Thank you; that does conclude our conference for today. We'd like to
thank everyone for their participation. Please have a wonderful day.

                                       END