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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

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

For the Fiscal Year Ended December 31, 1994 Commission File Number 0-452

TECUMSEH PRODUCTS COMPANY
(Exact Name of Registrant as Specified in its Charter)

Michigan 38-1093240
(State of Incorporation) (I.R.S. Employer 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

Securities Registered Pursuant to Securities Registered Pursuant to
Section 12(b) of the Act: Section 12(g) of the Act:

Name of Each Exchange
Title of Each Class on Which Registered

Class B Common Stock, $1.00 Par Value
None None Class A Common Stock, $1.00 Par Value
Class B Common Stock Purchase Rights
Class A Common Stock Purchase Rights

Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No___

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. / /

Registrant disclaims the existence of control and, accordingly, believes that
as of March 3, 1995, all of the 5,470,146 shares of its Class B Common Stock,
$1.00 par value, then issued and outstanding, were held by non-affiliates of
Registrant. Certain shareholders, which, as of March 3, 1995, held an
aggregate of 2,392,640 shares of Class B Common Stock might be regarded as
"affiliates" of Registrant as that word is defined in Rule 405 under the
Securities Exchange Act of 1934, as amended. If such persons are "affiliates,"
the aggregate market value as of March 3, 1995 (based on the closing price of
$46.00 per share, as reported on the NASDAQ National Market System on such
date) of the 3,077,506 shares then issued and outstanding held by
non-affiliates was approximately $141,565,276.

Numbers of shares outstanding of each of the Registrant's classes of Common
Stock at March 13, 1995:

Class B Common Stock, $1.00 Par Value: 5,470,146
Class A Common Stock, $1.00 Par Value: 16,410,438

Certain information contained in the Registrant's Annual Report to Shareholders
for the year ended December 31, 1994 has been incorporated herein by reference
in Parts I and II hereof. Certain information in the definitive proxy
statement to be used in connection with the Registrant's 1995 Annual Meeting of
Shareholders has been incorporated herein by reference in Part III hereof. The
Exhibit Index is located on page 25.
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TABLE OF CONTENTS

Item Page
---- ----

PART I

1. Business 3

Executive Officers of the Registrant 12

2. Properties 13

3. Legal Proceedings 13

4. Submission of Matters to a Vote of Security Holders 14

PART II

5. Market for the Company's Common Equity and Related Stockholder Matters 15

6. Selected Financial Data 15

7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 15

8. Financial Statements and Supplementary Data 15

9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 15

PART III

10. Directors and Executive Officers of the Company 16

11. Executive Compensation 16

12. Security Ownership of Certain Beneficial Owners and Management 16

13. Certain Relationships and Related Transactions 16

PART IV

14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 17

Signatures 22

Exhibit Index 25

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PART I

ITEM 1. BUSINESS

GENERAL

Tecumseh Products Company (the Company) is a full-line, independent global
manufacturer of hermetic compressors for air conditioning and refrigeration
products, gasoline engines and power train components for lawn and garden
applications, and pumps. The Company believes it is the largest independent
producer of hermetically sealed compressors in the world, as well as one of the
world's leading manufacturers of small gasoline engines and power train
products used in lawn and garden applications. The Company also produces an
extensive line of pumps. In 1994, the Company's products were sold in over 100
countries around the world.

The Company groups its products into three principal industry segments:
Compressor Products, Engine and Power Train Products, and Pump Products.

Compressor Products include a broad range of air conditioning and
refrigeration compressors and compressor parts as well as refrigeration
condensing units. The Company's compressor products range from fractional
horsepower units used in small refrigerators and dehumidifiers to large units
used in commercial air conditioning applications. The Company sells
compressors in four major compressor market segments: household refrigerators
and freezers; room air conditioners; commercial and residential unitary central
air conditioning systems; and commercial devices including freezers,
dehumidifiers and vending machines. The Company sells compressors to original
equipment manufacturers ("OEMs") and aftermarket distributors.

Engine and Power Train Products consist of (i) two- and four-cycle
gasoline engines for use in a wide variety of lawn and garden applications and
other consumer and light commercial applications and (ii) transmissions,
transaxles and related parts for use principally in lawn and garden tractors
and riding lawn mowers. The Company sells engine and power train products to
OEMs and aftermarket distributors.

Pump Products include (i) small submersible pumps used in a wide variety
of industrial, commercial, and consumer applications and (ii) heavy duty
centrifugal type pumps used in the construction, mining, agricultural, marine,
and transportation industries.

FOREIGN OPERATIONS AND SALES

In recent years, international operations and sales have become
increasingly important to the Company's business as a whole. In 1994, sales to
customers outside the United States represented approximately 45% of total
consolidated net sales. Additionally, a substantial portion of the Company's
products are manufactured overseas. Compressor products are

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produced by the Company's plants in both Brazil and France, while engines are
produced in Italy.

Products sold outside the United States are manufactured at both U.S. and
foreign plants. The Company's European compressor subsidiary, L'Unite
Hermetique, S.A., ("L'Unite Hermetique"), generally sells the compressor
products it manufactures in Europe, the Middle East, Africa, Latin America and
Asia. Sociedade Intercontinental De Compressores Hermeticos-SICOM, Ltda.
("SICOM"), the Company's Brazilian compressor subsidiary, sells its products
principally in Latin America and, to a lesser extent, in North America and
Europe. In the engine business, the Company's two principal markets are North
America, which is generally served by the Company's U.S. manufacturing
operations, and Europe, which is served both by the manufacturing operations of
the Company's European engine subsidiary, Tecumseh Europa, S.p.A. ("Tecumseh
Europa") in Italy and, to a lesser extent, by U.S. export sales.

Of the Company's sales to customers outside the United States in 1994,
approximately 35% were to customers of compressor and engine products in
Europe. Sales of compressors are also significant in markets in Latin America,
Asia and the Far East.

The Company's dependence on sales in foreign countries entails certain
risks, including currency fluctuations, unstable economic or political
conditions in some areas and the possibility of U.S. government embargoes on
sales to certain countries. The Company's foreign manufacturing operations are
subject to the same risks and others as well, including risks of governmental
expropriation, governmental regulations which may be disadvantageous to
businesses owned by foreign nationals and instabilities in the work force due
to changing political and social conditions.

These considerations are especially significant in the context of the
Company's Brazilian operations given the importance of SICOM's performance to
the Company's total operating results. Political, social, and economic
conditions in Brazil are less stable than those which prevail in the United
States and many other countries, and this instability is reflected in SICOM's
operating results, which can vary dramatically from period to period.

COMPRESSOR PRODUCTS

The Compressor Products segment is the Company's largest industry segment.
A compressor is a device which compresses a refrigerant gas. When the gas is
later permitted to expand, it absorbs and transfers heat, and produces a
cooling effect which forms the basis for a wide variety of refrigeration
products. The Company's compressors range from fractional horsepower units
used in small refrigerators and dehumidifiers to large units used in commercial
air conditioning applications. All of the compressors produced by the Company
are hermetically sealed. The Company's current compressor line includes
reciprocating and rotary designs and the Company is in sample production of a
line of scroll compressors.

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The Company's compressors are used in each of four major compressor market
segments: household refrigerators and freezers; room air conditioners;
residential and commercial unitary central air conditioning systems; and
commercial devices, including freezers, dehumidifiers, refrigerated display
cases, water coolers and vending machines. The Company believes it is the
world's only independent manufacturer of compressor products for all four of
these market segments.

PRODUCT LINE

The Company manufactures and sells a wide variety of traditional,
reciprocating compressors suitable for use in all of the market segments
described above. There is increasing worldwide demand for commercial and
household refrigeration and freezer compressors that utilize R134-a, a non-CFC
refrigerant. During 1994 the Company significantly increased its production of
compressor products that utilize this and other non-ozone depleting
refrigerants. The new TP compressor for household refrigerator and freezers
which uses refrigerant R134-a reached commercial production levels during 1994
and the Company anticipates increasing demand for this product in the future.

The Company also produces rotary compressors for use in room air
conditioning applications. Rotary compressors generally provide increased
operating efficiency, lower equipment space requirements, and reduced sound
levels when compared to reciprocating designs. In late 1994 the Company began
commercial production of a new line of smaller room air conditioning rotary
compressors for use primarily in portable window units and recreational
vehicles. With this new product offering, the Company has a full complement of
rotary product ranging from 5,000 to 18,000 BTU/Hr.

Scroll compressors offer energy efficiency and reduced noise levels
compared to traditional reciprocating designs and are generally preferred by
OEMs for certain products, including unitary central air conditioning systems
and certain commercial applications. The Company does not currently offer
scroll compressors while some of its competitors do, which the Company believes
puts it at a competitive disadvantage. The Company is currently making a
significant investment in a scroll compressor facility in Tecumseh, Michigan.
Customers are receiving sample compressors for testing, but the Company does
not expect this line to significantly contribute to revenues before 1996.

MANUFACTURING OPERATIONS

Compressor Products manufactured in the Company's U.S. plants accounted
for approximately 55% of 1994 compressor sales. The balance was produced at
the Company's manufacturing facilities in Brazil and France. The compressor
operations are substantially vertically integrated, and the Company
manufactures a significant portion of its component needs internally, including
electric motors, metal stampings and glass terminals. Raw materials essential
to the conduct of business are purchased from a variety of non-affiliated
suppliers. The

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Company utilizes multiple sources of supply and the required raw materials and
purchased components have generally been available in sufficient quantities.

SALES AND MARKETING

The Company markets its Compressor Products globally under the "Tecumseh"
brand, as well as under the "SICOM" brand in Latin America and the "L'Unite
Hermetique" brand in Europe.

The Company sells its Compressor Products in North America primarily
through its own sales staff. Major OEM customers are assigned to sales staff
on an account basis. Other customers (aftermarket wholesalers and smaller
commercial OEM's) are served by sales personnel assigned to specified
geographic regions. Each of the Company's Brazilian and French subsidiaries
has its own sales staff. In certain foreign markets, the Company also uses
local independent sales representatives.

Substantially all of the Company's sales of Compressor Products for room
air conditioning applications are to OEMs. Sales of Compressor Products for
unitary central air conditioning systems and commercial applications include
substantial amounts of both OEM and aftermarket customers.

SICOM's Compressor Products are sold primarily in Brazil and other Latin
American countries. SICOM also furnishes component parts to the Company's
North American plants and finished compressors for resale in North America.
L'Unite Hermetique, which does not sell finished compressors in North America,
sells a majority of its products in Europe but also has substantial sales
outside Europe.

Late in 1994 the Company entered into a joint venture with Bitzer
Kuhlmaschinenbau GmbH ("Bitzer") of Germany for the purpose of marketing
Bitzer's extensive lines of semi-hermetic and open drive piston and screw-type
compressor products throughout North America. Product is marketed under the
"Tecumseh-Bitzer" brand, using existing marketing and distribution systems.

The Company has over 1,200 customers for Compressor Products, the majority
of which are commercial customers. In 1994, the two largest customers for
Compressor Products accounted for 9.1% and 5.2%, respectively, of consolidated
net sales of the Company's Compressor Products, or 5.2% and 3.0%, respectively,
of consolidated net sales. Loss of either of these customers could have a
material adverse effect on the results of operations of the Compressor Products
segment and, at least temporarily, on the Company's business as a whole.
Generally, the Company does not enter into long-term contracts with its
customers in this segment. However, the present business relationships with
all major customers have existed for a substantial period of time.

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In 1994, approximately 35% of the Compressor Products produced by the
Company in its U.S. plants were exported to foreign countries. The Company
exports to over 100 countries worldwide. Approximately two-thirds of these
exported products were sold in the Far and Middle East.

COMPETITION

All of the compressor market segments in which the Company operates are
highly competitive. Participants compete on the basis of price, efficiency,
reliability, noise level, and delivery. The Company competes not only with
other independent compressor producers but also with manufacturers of end
products which have internal compressor manufacturing operations.

The domestic unitary air conditioning compressor market consists of
original equipment manufacturers and a significant compressor aftermarket. The
Company competes primarily with two U. S. manufacturers, Copeland Corporation,
a subsidiary of Emerson Electric, Inc., and Bristol, a division of York
International Corporation. Copeland Corporation enjoys a larger volume of the
domestic unitary air conditioning compressor business than either Bristol or
the Company. Several important OEMs in the unitary air conditioning market
have decided to significantly reduce the use of traditional reciprocating
compressors as part of an industry trend toward the use of scroll compressors.
Since the Company does not currently produce scroll compressors in commercial
quantities, this trend has reduced, at least temporarily, the Company's share
of this important market and has intensified price competition for the
remaining available reciprocating compressor business. The Company is currently
making a significant investment in a scroll compressor facility in Tecumseh,
Michigan. Customers are receiving sample compressors for testing, but the
Company does not expect this line to significantly contribute to revenues
before 1996.

In the domestic room air conditioning compressor market, the Company
competes primarily with foreign companies, which import compressors to the
United States but are also increasing U. S. manufacturing capabilities. The
Company also competes to a lesser extent with U. S. manufacturers.

In the domestic markets for water coolers, dehumidifiers, vending
machines, refrigerated display cases and other commercial refrigeration
products, the Company competes primarily with manufacturers from the Far East,
Europe and South America, and to a lesser extent, the United States. The
non-captive portion of the household refrigerator and freezer segment is
substantially dominated by Far Eastern manufacturers, which import compressors
to the United States but are also increasing U.S. manufacturing capabilities.

In the geographic regions in which the Company supplies a significant
portion of its domestically produced export compressors, the primary
competitors are Bristol, Copeland Corporation and several Far East
manufacturers, most of which are substantially larger and have greater
resources than the Company.

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L'Unite Hermetique sells the major portion of its manufactured compressors
in Western Europe, and competes in those markets primarily with several large
European manufacturers, some of which are captive suppliers, and to a lesser
but increasing extent, with manufacturers from the Far East.

SICOM sells the major portion of its manufactured compressors in Brazil
and other Latin American countries and competes directly with Embraco S.A., an
affiliate of Whirlpool Corporation, in Brazil and with Embraco and several
other foreign manufacturers in Latin America.

The ability to successfully bring new products to market in a timely
manner has rapidly become a critical factor in competing in the compressor
products business as a result of, among other things, the imposition of energy
efficiency standards and environmental regulations.

NEW REGULATORY REQUIREMENTS

Chloroflourocarbon compounds ("CFCs"), the primary refrigerants used in
household refrigerators and freezers and in commercial refrigeration equipment,
have been identified as one of the leading factors causing depletion of the
Earth's ozone layer. Under a 1992 international agreement, CFCs are scheduled
to be phased out by January 1, 1996. Several OEMs have already begun to offer
products which do not utilize CFCs. The U.S. government has approved several
replacement refrigerants, including HFC-134a, HFC-404A, and HFC-507, among
others. The Company began producing compressors using alternative refrigerants
for the commercial refrigeration market in late 1992 and for the refrigerator
and freezer market during 1994. The Company believes that its rapid
development of product using non-CFC refrigerant technology has improved its
competitive position in these markets.

Pursuant to the National Appliance Energy Conservation Act of 1987 (the
"NAECA") the U.S. government will require higher energy efficiency ratings on
room air conditioning products and on refrigerator and freezer products during
1998. These standards have not been finalized, but the Company will need to
improve the efficiency of its compressors to meet these standards. It is not
presently possible to estimate the level of expenditures which will be required
to meet the new standards nor the effect on the Company's competitive position.

ENGINE AND POWER TRAIN PRODUCTS

Small gasoline engines account for a majority of the net sales of the
Company's Engine and Power Train Products segment. The Company manufactures
gasoline engines, both two- and four-cycle types, with aluminum die cast bodies
ranging in sizes from 1.6 through 16.5 horsepower and with cast iron bodies
ranging in size from 12 through 18 horsepower. These engines are used in a
broad variety of consumer products, including lawn mowers (both riding and
walk-behind types), snow throwers, small lawn and garden tractors, small power
devices used in outdoor chore products, and certain self-propelled vehicles.
During 1994, the Company introduced a new line of 5.0 HP overhead valve engines
for generator, pump, outdoor chore

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products, industrial and commercial applications. The Company's power train
products include transmissions, transaxles and related parts used principally
in lawn and garden tractors and riding lawn mowers.

MANUFACTURING OPERATIONS

The Company manufactures engines and related components in its four plants
in the United States and one plant in Italy. All of the Company's power train
products are manufactured in one facility in the United States. Operations of
the Company in this segment are partially vertically integrated as the Company
produces most of its plastic parts and carburetors, as well as a substantial
portion of the aluminum diecastings used in its engines and power trains.

SALES AND MARKETING

The Company markets its Engine and Power Train Products worldwide under
the "Tecumseh" and "Peerless" brands. A substantial portion of the Company's
engines are incorporated into lawn mowers sold under brand labels, including
the "Craftsman" brand of Sears, Roebuck and Co.

A majority of the Company's Engine and Power Train Products are sold
directly to OEMs. The Company also sells engines and parts to its authorized
dealers and distributors, who service its engines both in the United States and
abroad. Marketing of Engine and Power Train Products is handled by the
Company's own sales staff and by local sales representatives in certain foreign
countries.

Sales to the Company's largest customer accounted for approximately 9% of
the Company's 1994 consolidated net sales and approximately 24% of its net
sales of Engine and Power Train Products. Sales to the Company's second
largest customer in this segment accounted for approximately 17% of the
segment's net sales in 1994 and 6% of the Company's 1994 consolidated net
sales. Loss of either of the Company's two largest customers would have a
material adverse effect on the results of operations of this segment and, at
least temporarily, on the Company's business as a whole. There are no
long-term contracts between the Company and its major customers in this
segment, but the present business relationships have existed for a substantial
period of time.

COMPETITION

The Company believes it is the second largest independent producer of
small gasoline engines in the United States and that the largest such producer,
with a broader product range, is Briggs & Stratton Corporation. The Company
competes not only with other engine manufacturers but also with manufacturers
of end products which produce their own engines and power transmission
components.

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North America and Europe are the principal markets for lawn and garden
products. Foreign competition for sales has been limited in the past but is
increasing, particularly as foreign manufacturers have begun establishing U.S.
manufacturing facilities. In the European market, a successful cost reduction
program and increased efficiency has enabled the Company's Italian-produced
products to become more cost-competitive with Briggs and Stratton U.S.-
produced products sold in Europe.

Competition in the Company's engine business is based principally on
price, service, product performance and features. As mass merchandisers have
captured a larger portion of the sales of lawn and garden products in the
United States, price competition and the ability to offer customized styling
and feature choices have become even more significant factors. The Company
believes that it competes effectively on these bases.

NEW EMISSION STANDARDS

The U.S. Environmental Protection Agency ("EPA") is developing emission
standards for utility engines which include the two- and four-cycle engines
produced by the Company. The development consists of two phases. Phase I is
expected to be published in May 1995 with an effective date as early as August
1, 1996, but the EPA may accommodate an industry requested 1997 effective date.
The Company believes that it will be prepared to meet the EPA Phase I standards
with competitively priced engines. The California Air Resources Board ("CARB")
has mandated exhaust emission standards for utility engines. These standards
became effective January 1, 1995, followed by a non-enforcement period of
approximately six to eight months. An adequate cross-section of the Company's
engine products have been or will be modified to meet the 1995 CARB
requirements. Current negotiations of the EPA Phase II standards are expected
to be completed by June 1995 with a proposed rule issued in early 1996. It is
not currently possible to determine the compliance cost thereof nor the impact
on the competitive position of the Company.

PUMP PRODUCTS

The Company manufactures and sells small submersible pumps and related
products through its subsidiary, Little Giant Pump Company ("Little Giant").
Little Giant's pumps are used in a broad range of commercial, industrial, and
consumer products, including parts washers, machine tools, evaporative coolers,
sump pumps, swimming pool equipment, statuary, fountains and water gardening.
Little Giant's products are sold throughout the United States, Canada, Europe,
and the Middle East, to OEMs and distributors and to retailers directly.
Marketing is carried out both through Little Giant's own sales staff and also
through manufacturer's representatives under the "Little Giant" brand name.

The Company's other pump subsidiary, MP Pumps Inc. ("MP Pumps"),
manufactures and sells a variety of heavy duty centrifugal pumps ranging in
capacity from 15 to 3,700 gallons per minute, that are used in the
construction, mining, agricultural, marine and transportation industries. MP
Pumps sells both to OEMs, which incorporate its pumps into their end products,

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and through an extensive network of distributors located throughout the United
States, which sell to end-users. A limited number of pumps are also sold to
departments and agencies of the U.S. government. Most of MP Pumps' products
are sold in the United States. MP Pumps markets its products through its own
sales staff under the "Jaeger" and "MP Pumps" brand names.

The pump industry is highly fragmented, with many relatively small
producers competing for sales. Little Giant has been particularly successful in
competing in this industry by targeting specific market niches where
opportunities exist and then designing and marketing corresponding products.
Though still a relatively small portion of the Company as a whole, during the
last five years the pump business has been its fastest growing business, with
sales increasing from $51.6 million in 1990 to $88.4 million in 1994.

BACKLOG AND SEASONAL VARIATIONS

Most of the Company's production is against short-term purchase orders,
and backlog is not significant to its business.

Both Compressor Products and Engine and Power Train Products are subject
to some seasonal variation. Generally, the Company's sales and operating
profit are stronger in the first two quarters of the year than in the last two
quarters.

PATENTS, LICENSES AND TRADEMARKS

The Company owns a substantial number of patents, licenses and trademarks
and deems them to be important to certain of its lines of business; however,
the success of the Company's overall business is not considered primarily
dependent on them. The Company owns and uses in the conduct of its business a
variety of registered trademarks, the most familiar of which is the trademark
consisting of the word "Tecumseh" in combination with a Native American Indian
head symbol.

RESEARCH AND DEVELOPMENT

The Company must continually develop new and improved products in order to
compete effectively and to meet evolving regulatory standards in all of its
major lines of business. The Company expended approximately $27.8 million,
$24.9 million and $27.0 million during 1994, 1993 and 1992 on research
activities relating to the development of new products and the development of
improvements to existing products. None of this research was customer
sponsored.

ENVIRONMENTAL LEGISLATION

The Company has been named by the EPA as a potentially responsible party
in connection with the Sheboygan River and Harbor Superfund Site in Wisconsin.
The Company is also participating with the EPA and various state agencies in
investigating possible remedial

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action that may be necessary at other sites. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources" on page 15 and "Note 9" on page 23 in the Company's Annual
Report to Shareholders for the year ended December 31, 1994 for a discussion of
the impact of these matters on the Company's financial condition and results of
operations. Also see Item 3. Legal Proceedings.

INDUSTRY SEGMENT AND GEOGRAPHIC LOCATION INFORMATION

The results of operations and other financial information by industry
segment and geographic location (including the footnotes thereto) for each of
the years ended December 31, 1994, 1993 and 1992 appear at page 12 of the
Company's Annual Report to Shareholders for the year ended December 31, 1994
and are incorporated herein by reference.

EMPLOYEES

On December 31, 1994 the Company employed approximately 15,000 persons,
45% of which were employed in foreign locations. Approximately 4,100 of the
U.S. employees were represented by labor unions, with no more than
approximately 1,700 persons represented by the same union. The majority of
foreign location personnel are represented by national trade unions. The
number of the Company's employees is subject to some seasonal variation; during
1994, the maximum number of persons employed at one time was approximately
15,000 and the minimum was 13,300.

The Company believes it has a good relationship with its employees.

EXECUTIVE OFFICERS OF THE REGISTRANT

The following are the executive officers of the Company.

PERIOD OF SERVICE
NAME AND AGE OFFICE OR POSITION HELD AS AN OFFICER
------------ ----------------------- -----------------

Kenneth G. Herrick, 73 Chairman of the Board of Directors (1) Since 1966
Todd W. Herrick, 52 President and Chief Executive Officer (2) Since 1974
John H. Foss, 52 Vice President, Treasurer, and Chief Since 1979
Financial Officer
Harry L. Hans, 61 Group Vice President - Engine and Power Since 1979
Train Components (3)

(1) Since 1986. Served as Chairman of the Board of Directors and Chief
Executive Officer from 1970 to 1986. Kenneth G. Herrick is the father of
Todd W. Herrick.

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(2) Since 1986. Served as Vice President from 1974 until 1984; as Executive
Vice President and Assistant to the President from January, 1984 until
June, 1984; and as President and Chief Operating Officer from June,
1984 until 1986.

(3) Since 1986. Served as Executive Vice President from 1979 until 1986.

ITEM 2. PROPERTIES

The Company's headquarters are located in Tecumseh Michigan, approximately 50
miles southwest of Detroit. At December 31, 1994 the Company had 28 principal
properties worldwide occupying approximately 6.4 million square feet with the
majority, approximately 6.0 million square feet devoted to manufacturing. Ten
facilities with approximately 2.1 million square feet were located in four
countries outside the United States. The following table shows the approximate
amount of space devoted to each of the Company's three principal business
segments.

Approximate Floor
Industry Segment Area in Square Feet
---------------- -------------------

Compressor Products 4,362,000
Engine and Power Train Products 1,647,000
Pump Products and Other 367,000

Three domestic facilities, including land, building and certain machinery
and equipment were financed and leased through industrial revenue bonds,
substantially all of which are owned or have been repaid by the Company. All
owned and leased properties are suitable, well maintained and equipped for the
purposes for which they are used. The Company considers that its facilities
are suitable and adequate for the operations involved.

ITEM 3. LEGAL PROCEEDINGS

The Company has been named by the U.S. EPA as a potentially responsible
party in connection with the Sheboygan River and Harbor Superfund Site in
Wisconsin. This matter is discussed in "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and Note 9 of the Notes to
Consolidated Financial Statements in the Company's Annual Report to
Shareholders for the year ended December 31, 1994, both of which are
incorporated herein by reference. As pointed out in Note 9, the ultimate costs
to the Company will be dependent upon factors beyond its control such as the
scope and methodology of the remedial action requirements to be established by
the EPA (in consultation with the State of Wisconsin), rapidly changing
technology, and the outcome of any related litigation.

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In addition to the matter discussed in the preceding paragraph, the
Company is currently participating with the EPA and various state agencies at
certain other sites to determine the nature and extent, if any, of any remedial
action which may be required of the Company with regard to such other sites.

Various lawsuits and claims, including those involving ordinary routine
litigation incidental to its business, to which the Company is a party, are
pending, or have been asserted, against the Company. Although the outcome of
the various lawsuits and claims asserted or pending against the Company or its
subsidiaries, including those discussed in the immediately preceding paragraph,
cannot be predicted with certainty, and some may be disposed of unfavorably to
the Company, its management has no reason to believe that their ultimate
disposition will have a materially adverse effect on the future consolidated
financial position or income from continuing operations of the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted during the fourth quarter of 1994 to a vote of
security holders through the solicitation of proxies or otherwise.

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PART II

ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

The information under the captions "Financial Summary" and "Information
Concerning Equity Securities" on pages 1 and 27, respectively, of the Company's
Annual Report to Shareholders for year ended December 31, 1994 is incorporated
herein by reference. As of March 3, 1995, there were 1,037 holders of record
of the Company's Class A common stock and 1,011 holders of the Class B common
stock.

ITEM 6. SELECTED FINANCIAL DATA

The information under the caption "Selected Financial Data" on page 26 of
the Company's Annual Report to Shareholders for the year ended December 31,
1994 is incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 13, 14, and 15 of the
Company's Annual Report to Shareholders for the year ended December 31, 1994 is
incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information on pages 16 to 27, inclusive, of the Company's Annual
Report to Shareholders for the year ended December 31, 1994 is incorporated
herein by reference. See Item 14 on page 17 of this report for financial
statement schedules.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

15
16

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The information pertaining to directors under the caption "Election of
Directors" in the Company's definitive Proxy Statement relating to its 1995
Annual Meeting of Shareholders is incorporated herein by reference.
Information regarding executive officers required by Item 401 of Regulation S-K
is furnished in Part I of this report.

ITEM 11. EXECUTIVE COMPENSATION

The information under the captions "Executive Compensation," "Compensation
Committee Interlocks and Insider Participation" and "Election of Directors -
Compensation of Directors" in the Company's definitive Proxy Statement relating
to its 1995 Annual Meeting of Shareholders is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The information under the captions "Principal Shareholders" and "Election
of Directors - Ownership by Management of Equity Securities" in the Company's
definitive Proxy Statement relating to its 1995 Annual Meeting of Shareholders
is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information under the caption "Compensation Committee Interlocks and
Insider Participation" in the Company's definitive Proxy Statement relating to
its 1995 Annual Meeting of Shareholders is incorporated herein by reference.

16
17

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report:

(1) The following described financial statements, notes and report
on pages 16 through 25 of the Company's Annual Report to
Shareholders for the year ended December 31, 1994:

. Report of Independent Accountants

. Consolidated Balance Sheets as of December 31, 1994
and 1993

. Statements of Consolidated Income for the years ended
December 31, 1994, 1993 and 1992

. Consolidated Statements of Stockholders' Equity for
the years ended December 31, 1994, 1993 and 1992

. Statements of Consolidated Cash Flows for the years
ended December 31, 1994, 1993 and 1992

. Notes to Consolidated Financial Statements

(2) Financial Statement Schedules:

Schedule Form 10-K
Number Description Page Reference
------ ----------- --------------

VIII Valuation and Qualifying Accounts 21

Schedules other than those listed above are omitted because they are either
not applicable or are not required.

17
18

(3) Exhibits:

Exhibit
Number Description
------ -----------

(2) -(not applicable)

(3)(a) -The Company's Restated Articles of Incorporation as in effect prior to April 22, 1992 (filed as Exhibit
(3) to Annual Report on Form 10-K for the year ended December 31, 1991 (Commission File no. 0-452) and
incorporated herein by reference)

(3)(b) -Certificate of Amendment to the Company's Restated Articles of Incorporation adopted April 22, 1992 (filed
as Exhibit B-5 to Form 8 Amendment No. 1 dated April 22, 1992 to Form 10 Registration Statement dated April
24, 1965 (Commission File No. 0-452) and incorporated herein by reference)

(3)(c) -Company's Amended and Restated Bylaws as amended through February 23, 1994 (filed as Exhibit (3)(c) to
Annual Report on Form 10-K for the year ended December 31, 1993 (Commission File No. 0-452) and incorporated
herein by reference)

(4) -[Note: No instruments defining the rights of holders of long-term debt are being filed because no such
instrument authorizes a total amount of securities which exceeds 10% of the total assets of the Company and
its subsidiaries on a consolidated basis. The Company hereby agrees to furnish a copy of any such
instrument to the Commission upon request.]

(9) -(not applicable)

(10)(a) -Amended and Restated Class B Rights Agreement (filed as Exhibit 4 to Form 8 Amendment No. 1 dated April 22,
1992 to Form 8-A registering Common Stock Purchase Rights dated January 23, 1991 (Commission File No. 0-452)
and incorporated herein by reference)

(10)(b) Amendment No. 1 to Amended and Restated Class B Rights Agreement (filed as Exhibit 4 to Form 8 Amendment
No. 2 dated October 2, 1992 to Form 8-A registering Common Stock Purchase Rights dated January 23, 1991
(Commission File No. 0-452) and incorporated herein by reference)

(10)(c) -Amendment No. 2 to Amended and Restated Class B Rights Agreement (filed as Exhibit 4 to Form 8-A/A
Amendment No. 3 dated June 22, 1993 to Form 8-A registering Common Stock Purchase Rights dated January

18
19

(3) Exhibits (continued):

23, 1991 (Commission File No. 0-452) and incorporated herein by reference)

(10)(d) -Class A Rights Agreement (filed as Exhibit 4 to Form 8-A registering Class A Common Stock Purchase Rights
dated April 22, 1992 (Commission File No. 0-452) and incorporated herein by reference)

(10)(e) -Amendment No. 1 to Class A Rights Agreement (filed as Exhibit 4 to Form 8 Amendment No. 1 dated October 2,
1992 to Form 8-A registering Class A Common Stock Purchase Rights dated April 22, 1992 (Commission File
No. 0-452) and incorporated herein by reference)

(10)(f) -Amendment No. 2 to Class A Rights Agreement (filed as Exhibit 4 to Form 8-A/A Amendment No. 2 dated June
22, 1993 to Form 8-A registering Class A Common Stock Purchase Rights dated April 22, 1992 (Commission File
No. 0-452) and incorporated herein by reference)

(10)(g) -Description of Death Benefit Plan (management contract or compensatory plan or arrangement) (filed as
Exhibit (10)(f) to Annual Report on Form 10-K for the year ended December 31, 1992 (Commission File
No. 0-452) and incorporated herein by reference)

(10)(h) -Management Incentive Plan effective January 1, 1994 (management contract or compensatory plan or
arrangement) (filed as Exhibit (10)(i) to Annual Report on Form 10-K for the year ended December 31, 1993
(Commission File No. 0-452) and incorporated herein by reference)

(10)(i) -Underwriting Agreement (U.S.) dated September 23, 1993 (filed as Exhibit (10)(a) to Quarterly Report on
Form 10-Q for the quarter ended September 30, 1993 (Commission File No. 0-452) and incorporated herein by
reference)

(10)(j) -Underwriting Agreement (International) dated September 23, 1993 (filed as Exhibit (10)(b) to Quarterly
Report on Form 10-Q for the quarter ended September 30, 1993 (Commission File No. 0-452) and incorporated
herein by reference)

(10)(k) -Indemnity and Contribution Agreement dated September 23, 1993(filed as Exhibit (10)(c) to Quarterly Report
on Form 10-Q for the quarter ended September 30, 1993 (Commission File No. 0-452) and incorporated herein
by reference)

19
20

(3) Exhibits (continued):

(10)(l) -Supplemental Executive Retirement Plan effective January 1, 1995 (management contract or compensatory plan
or arrangement)

(11) -(not applicable)

(12) -(not applicable)

(13) -Portions of Tecumseh Products Company Annual Report to Shareholders for the year ended December 31, 1994,
incorporated by reference herein

(16) -(not applicable)

(18) -(not applicable)

(21) -Subsidiaries of the Company

(22) -(not applicable)

(23) -Independent Auditors' Consent

(24) -(not applicable)

(27) -Financial Data Schedule

(28) -(not applicable)

(99) -(not applicable)

(b) No Reports on Form 8-K were filed by the Company during the last
quarter of the period covered by this Report.

20
21

TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES

SCHEDULE VIII. VALUATION AND QUALIFYING ACCOUNTS

for the years ended December 31, 1994, 1993 and 1992
(Dollars in Millions)

Column A Column B Column C Column D Column E
-------- -------- ------------------------- -------- ---------
Additions
-------------------------
Balance at Charged to Charged to Additions
Beginning Costs and Other and Balance at
Description of Period Expenses Accounts (Deductions) End of Period
----------- --------- ---------- ---------- ------------ -------------

Allowance for doubtful accounts,
deducted from accounts receivable
in the balance sheet:
(A)
1994 $5.3 $0.9 ($0.4) $5.8
==== ==== ===== ====

1993 $4.4 $1.7 ($0.8) $5.3
==== ==== ===== ====

1992 $4.5 $0.8 ($0.9) $4.4
==== ==== ===== ====

Notes:

(A) Represents the total of accounts charged against the allowance for
doubtful accounts and adjustments from the translation of foreign
currency.

21
22

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.

TECUMSEH PRODUCTS COMPANY

By__________________________________
Todd W. Herrick
President and Chief Executive
Officer

Dated: March 22, 1995

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Date
Signature Office of signing
--------- ------- ----------
___________________________ Chairman of the March 22, 1995
Kenneth G. Herrick Board of Directors

___________________________ President, Chief March 22, 1995
Todd W. Herrick Executive Officer
(Principal Executive
Officer) and Director

___________________________ Director March 22, 1995
Peter M. Banks

___________________________ Director March 22, 1995
Jon E. Barfield

___________________________ Vice President, March 22, 1995
John H. Foss Treasurer and Chief
Financial Officer
(Principal Accounting
and Principal Financial
Officer) and Director

___________________________ Director March 22, 1995
J. Russell Fowler

___________________________ Director March 22, 1995
John W. Gelder

23
24

___________________________ Director March 22, 1995
Stephen L. Hickman

___________________________ Director March 22, 1995
Edward C. Levy Jr.

___________________________ Director March 22, 1995
Dean E. Richardson

24
25

EXHIBIT INDEX

Exhibit
Number
-------

(10)(l) -Supplemental Executive Retirement Plan effective January 1,
1995 (management contract or compensatory plan or arrangement)

(13) -Portions of The Company's Annual Report to Shareholders for
the year ended December 31, 1994, incorporated by reference
herein

(21) -Subsidiaries of the Company

(23) -Independent Auditors' Consent

(27) -Financial Data Schedule