SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

NICHOLSON JAMES S

(Last)

(First)

(Middle)

100 E. PATTERSON STREET

(Street)

TECUMSEH

49286

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/31/2004

3. Issuer Name and Ticker or Trading Symbol
TECUMSEH PRODUCTS CO [ TECUA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Treasurer & CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	0	D
Class B Common Stock	50	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Phantom Stock Units	12/31/2005	12/31/2005	Class A Common Stock	63.84	$0⁽¹⁾	D
Phantom Stock Units	12/31/2007	12/31/2007	Class A Common Stock	63.84	$0⁽¹⁾	D
Dividend Equivalent Units⁽²⁾	12/31/2005	12/31/2005	Class A Common Stock	2.52	$0⁽¹⁾	D
Dividend Equivalent Units⁽³⁾	12/31/2007	12/31/2007	Class A Common Stock	2.52	$0⁽¹⁾	D

Explanation of Responses:

1. Security converts to stock on a one-to-one basis.

2. Additional Phantom Stock Units deemed acquired with the equivalent of dividends on Phantom Stock Units acquired during 2002 and payable 12/31/2005.

3. Additional Phantom Stock Units deemed acquired with the equivalent of dividends on Phantom Stock Units acquired during 2002 and payable 12/31/2007.

Remarks:

	James S. Nicholson	04/05/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.