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 29, 2006

                            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 4.02(a)    NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A
                RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW.

         On November 29, 2006, our management and Audit Committee determined
that the interim financial statements for the quarters ended March 31, 2006 and
2005, June 30, 2006 and 2005 and September 30, 2005 should no longer be relied
on because of errors related to accounting for interim period income taxes.
While these errors also impacted the reported financial results for the quarter
ended December 31, 2005, they had no impact on the full year income tax
provision as reported in our financial statements for the year ended December
31, 2005.

         The restated interim financial statements for the three months ended
March 31, 2006 and 2005, and the three and six month periods ended June 30, 2006
and 2005 will be filed as soon as practical on Forms 10-Q/A. The restated
financial statements for the three and nine months ended September 30, 2005 will
be included in our Quarterly Report on Form 10-Q for the quarter ended September
30, 2006.

         Management is currently assessing the impact this matter will have on
its previously issued report on internal control over financial reporting as of
December 31, 2005; however, management expects to conclude that this matter
constituted a material weakness as of December 31, 2005. Accordingly, we will
amend the Management's Report on Internal Control Over Financial Reporting, as
set forth on pages 74 through 76 of our 2005 Annual Report on Form 10-K to
report an additional material weakness.

         We will file a Form 10-K/A to amend our Annual Report on Form 10-K for
the year ended December 31, 2005 to update the Management's Report on Internal
Control Over Financial Reporting and to correct the unaudited quarterly
financial data for 2005 and 2004 included in Note 17 to our financial statements
pursuant to Item 302 of Regulation S-K. We expect to file all of the amendments
and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2006
concurrently.

         The Audit Committee of our Board of Directors has discussed the matters
disclosed in this report with our independent registered public accounting firm,
PricewaterhouseCoopers LLP.


ITEM 7.01       REGULATION FD DISCLOSURE.

         On December 5, 2006, we issued a press release about the matters
disclosed above. We are furnishing a copy of the release as an exhibit to this
report.

ITEM 9.01       FINANCIAL STATEMENTS AND EXHIBITS.

         The following exhibit is furnished with this report:

         Exhibit No.                Description
         -----------                -----------
         99.1                       Press release issued December 5, 2006



                                   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: December 5, 2006                   By  /s/ James S. Nicholson
                                            -----------------------------------
                                             James S. Nicholson
                                             Vice President, Treasurer and Chief
                                             Financial Officer

         NOTE: The information in Item 7.01 of this report and the related
exhibit is not to be deemed "filed" for purposes of Section 18 of the Exchange
Act or otherwise subject to the liabilities of that section unless the
registrant specifically incorporates it by reference into a filing under the
Securities Act or the Exchange Act.





                                  EXHIBIT INDEX

         Exhibit No.                Description
         -----------                -----------
         99.1                       Press release issued December 5, 2006

EX-99.1

                                                                    Exhibit 99.1

TECUMSEH PRODUCTS COMPANY TO RESTATE CERTAIN PREVIOUSLY ISSUED FINANCIAL
STATEMENTS

TECUMSEH, Michigan, December 5, 2006/PRNewswire-FirstCall/ -- Tecumseh Products
Company (Nasdaq: TECUA, TECUB) announced today that on November 29, 2006, the
Company determined that its interim financial statements for the quarters ended
March 31, 2006 and 2005, June 30, 2006 and 2005 and September 30, 2005, should
no longer be relied on because of errors related to accounting for interim
period income taxes.

While these errors also impacted the reported financial results for the quarter
ended December 31, 2005, the Company emphasized that they had no impact on the
full-year income tax provision or any other aspect of its full-year results as
reported in its financial statements for the year ended December 31, 2005.

The restated interim financial statements for the three months ended March 31,
2006 and 2005 and the three and six months ended June 30, 2006 and 2005 will be
filed as soon as practical on Forms 10-Q/A. The restated financial statements
for the three and nine months ended September 30, 2005 will be included in the
Company's Form 10-Q for the quarter ended September 30, 2006.

The Company also said that while management is currently assessing the impact
this matter will have on its previously issued report on internal control over
financial reporting as of December 31, 2005, management expects to conclude that
it constituted a material weakness. Accordingly, the Company will amend its
Management's Report on Internal Control Over Financial Reporting, as set forth
on pages 74 through 76 of its 2005 Annual Report on Form 10-K, to report an
additional material weakness.

The Company will file a Form 10-K/A that amends its 2005 Annual Report on Form
10-K to update the Management's Report on Internal Control Over Financial
Reporting as of December 31, 2005 and to correct the unaudited quarterly
financial data included in Note 17 to the financial statements. It expects to
file all of the amendments and its Quarterly Report on Form 10-Q for the quarter
ended September 30, 2006 concurrently.

CAUTIONARY STATEMENT RELATING TO FORWARD-LOOKING STATEMENTS
This release 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. In addition, forward-looking statements
may be made orally in the future by or on behalf of the Company. 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.


                                                                               2


Readers are cautioned that actual results may differ materially from those
projected as a result of certain risks and uncertainties, including, but not
limited to, i) changes in business conditions and the economy in general in both
foreign and domestic markets; ii) the effect of terrorist activity and armed
conflict; iii) weather conditions affecting demand for air conditioners, lawn
and garden products, portable power generators and snow throwers; iv) the
success of our ongoing effort to bring costs in line with projected production
levels and product mix; v) financial market changes, including fluctuations in
interest rates and foreign currency exchange rates; vi) economic trend factors
such as housing starts; vii) emerging governmental regulations; viii)
availability and cost of materials, particularly commodities, including steel,
copper and aluminum, whose cost can be subject to significant variation; ix)
actions of competitors; x) the ultimate cost of resolving environmental and
legal matters; xi) our ability to profitably develop, manufacture and sell both
new and existing products; xii) the extent of any business disruption that may
result from the restructuring and realignment of our manufacturing operations or
system implementations, the ultimate cost of those initiatives and the amount of
savings actually realized; xiii) the extent of any business disruption caused by
work stoppages initiated by organized labor unions; xiv) the ability of the
Company to maintain adequate liquidity in total and within each foreign
operation; xv) potential political and economic adversities that could adversely
affect anticipated sales and production in Brazil; xvi) potential political and
economic adversities that could adversely affect anticipated sales and
production in India, including potential military conflict with neighboring
countries; xvii) our ability to reduce a substantial amount of costs in the
Engine & Power Train group associated with excess capacity; xviii) the ongoing
financial health of major customers; and xix) the continuing willingness of our
domestic and foreign lenders to cooperate with us in modifying covenants and
repayment terms as required to accommodate changes in our business. These
forward-looking statements are made only as of the date of this report, and we
undertake no obligation to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise.

Press releases and other investor information can be accessed via the Investor
Relations section of Tecumseh Products Company's Internet web site at
http://www.tecumseh.com.

Teresa Hess, Director, Investor Relations of Tecumseh Products Company,
+1-517-423-8455