<PAGE>
<PAGE>

                 SECURITIES AND EXCHANGE COMMISSION

                       Washington, D.C. 20549

                             Form 10-Q

(Mark One)

(X)  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

            For the quarterly period ended June 30, 1999

                                 or

( )  Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

     For the transition period from              TO
                                    ------------    ------------

                  Commission file number: 01-13407
                                         ----------

                    Hussmann International, Inc.
       (Exact name of registrant as specified in its charter)

           Delaware                                43-1791715
--------------------------------------------------------------------------
(State or other jurisdiction          (I.R.S. Employer Identification No.)
of incorporation or organization)


12999 St. Charles Rock Road, Bridgeton, Missouri            63044-2483
--------------------------------------------------------------------------
(Address of principal executive offices)                    (Zip Code)

                             (314) 291-2000
--------------------------------------------------------------------------
           (Registrant's telephone number, including area code)

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
                                                              ---   ---

Common Stock outstanding at June 30, 1999: 50,867,000 shares.


                                  1


<PAGE>
<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

<TABLE>
                             HUSSMANN INTERNATIONAL, INC. AND SUBSIDIARIES
                                CONSOLIDATED STATEMENTS OF OPERATIONS
                        (Unaudited; Dollars in million, except per share data)
<CAPTION>
                                                  Three Months Ended            Six Months Ended
                                                       June 30,                      June 30,
                                              --------------------------    --------------------------
                                                  1999           1998           1999           1998
                                              -----------    -----------    -----------    -----------
<S>                                           <C>            <C>            <C>            <C>
Revenues                                      $     324.0    $     292.9    $     595.1    $     538.8

Cost of goods sold                                  252.1          229.3          478.2          434.4
                                              -----------    -----------    -----------    -----------

Gross profit                                         71.9           63.6          116.9          104.4

Selling, general and administrative expenses         39.3           33.8           72.3           63.3
                                              -----------    -----------    -----------    -----------

Operating income                                     32.6           29.8           44.6           41.1

Whitman charges                                         -              -              -            1.5

Interest expense:
   Whitman                                              -              -              -            1.0
   Other                                              5.7            4.9           10.0            8.4
                                              -----------    -----------    -----------    -----------

      Total interest expense                          5.7            4.9           10.0            9.4

Foreign exchange loss on purchase price hedge           -              -          (10.3)             -

Other income (expense), net                           0.5           (0.6)           1.0            0.3
                                              -----------    -----------    -----------    -----------

Income before income tax expense and
   minority interests                                27.4           24.3           25.3           30.5

Income tax expense                                    9.9            9.0            9.1           11.3
                                              -----------    -----------    -----------    -----------

Net income before minority interests                 17.5           15.3           16.2           19.2

Minority interests                                   (0.3)           0.4            0.2            0.6
                                              -----------    -----------    -----------    -----------

Net income                                    $      17.2    $      15.7    $      16.4    $      19.8
                                              ===========    ===========    ===========    ===========

Weighted average shares - Basic                50,835,000     50,895,000     50,813,000     50,872,000

Basic earnings per share                      $      0.34    $      0.31    $      0.32    $      0.39
                                              ===========    ===========    ===========    ===========

Weighted average shares - Diluted              51,868,000     52,477,000     51,786,000     52,147,000

Diluted earnings per share                    $      0.33    $      0.30    $      0.32    $      0.38
                                              ===========    ===========    ===========    ===========

See accompanying notes to consolidated financial statements.
</TABLE>
                                2

<PAGE>
<PAGE>

<TABLE>
            HUSSMANN INTERNATIONAL, INC. AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS
             (Dollars in millions, except share data)
<CAPTION>
                                                (Unaudited)
                                                  June 30,  December 31,
                                                    1999        1998
                                                ----------- ------------
<S>                                                <C>         <C>
ASSETS
Current assets:
   Cash and cash equivalents                       $ 43.5      $ 26.1
   Receivables, net                                 275.4       285.3
   Inventories                                      139.9       106.9
   Other current assets                              11.6        11.5
                                                   ------      ------
      Total current assets                          470.4       429.8

Property and equipment, net                         201.0       168.4
Goodwill, net                                        80.7        29.4
Other assets                                         55.8        26.1
                                                   ------      ------
      Total assets                                 $807.9      $653.7
                                                   ======      ======

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Short-term debt and current
      maturities of long-term debt                 $ 28.2      $ 16.9
   Accounts payable                                 122.4       137.5
   Income taxes payable                               5.2         9.1
   Accrued expenses                                  57.2        72.7
                                                   ------      ------
      Total current liabilities                     213.0       236.2

Long-term debt                                      355.8       200.7
Other liabilities                                    45.2        31.3
                                                   ------      ------
      Total liabilities                             614.0       468.2
                                                   ------      ------

Shareholders' equity:
   Preferred stock, $.001 par value,
      20,000,000 shares authorized,
      none issued or outstanding                        -           -
   Common stock, $.001 par value, 150,000,000
      shares authorized, 51,110,000 and
      51,006,000 shares issued, 50,867,000 and
      50,763,000 shares outstanding, respectively     0.1         0.1
   Additional paid-in capital                        91.4        90.6
   Retained earnings                                175.4       161.0
   Cumulative translation adjustment                (66.1)      (59.3)
   Minimum pension liability adjustment, net         (2.9)       (2.9)
   Treasury stock, at cost, 243,000 shares           (4.0)       (4.0)
                                                   ------      ------
      Total shareholders' equity                    193.9       185.5
                                                   ------      ------
      Total liabilities and shareholders'
         equity                                    $807.9      $653.7
                                                   ======      ======

See accompanying notes to consolidated financial statements.
</TABLE>
                                3

<PAGE>
<PAGE>

<TABLE>
               HUSSMANN INTERNATIONAL, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (Unaudited; Dollars in millions)
<CAPTION>
                                                               Six Months Ended
                                                                   June 30,
                                                              -------------------
                                                                1999        1998
                                                              -------     -------
<S>                                                           <C>         <C>
Cash flows from operating activities:
   Net income                                                 $  16.4     $  19.8
   Adjustments to reconcile net income to net cash
      from operating activities:
      Depreciation and amortization                              13.9        12.1
      Changes in assets and liabilities,
         exclusive of acquisitions:
      (Increase) decrease in receivables, net                    46.5       (46.1)
      (Increase) decrease in inventories                         (6.6)       34.9
      Decrease in accounts payable                              (35.6)      (24.9)
      Decrease in income taxes payable                           (7.9)      (11.9)
      Decrease in accrued expenses                              (17.7)      (10.3)
      Net change in other assets and liabilities                  4.5        (0.4)
                                                              -------     -------
Net cash from operating activities                               13.5       (26.8)
                                                              -------     -------

Cash flows from investing activities:
   Capital investments                                          (22.4)      (15.4)
   Companies acquired, net of cash                             (131.1)          -
   Other                                                          6.3         0.4
                                                              -------     -------
Net cash used in investing activities                          (147.2)      (15.0)
                                                              -------     -------

Cash flows from financing activities:
   Net increase (decrease) in short-term debt                    (3.1)       12.9
   Settlement of Whitman obligations                                -      (221.7)
   Proceeds from issuance of long-term debt                     190.5       396.7
   Principal payments on long-term debt                         (34.4)     (155.1)
   Dividends paid                                                (2.0)       (1.0)
   Acquisition of treasury stock                                    -        (1.1)
                                                              -------     -------
Net cash provided by financing activities                       151.0        30.7
                                                              -------     -------

Exchange rate changes on cash and cash equivalents                0.1        (0.7)
                                                              -------     -------

Net change in cash and cash equivalents                          17.4       (11.8)
Cash and cash equivalents as of beginning of period              26.1        38.4
                                                              -------     -------
Cash and cash equivalents as of end of period                 $  43.5     $  26.6
                                                              =======     =======

See accompanying notes to consolidated financial statements.
</TABLE>
                                4



<PAGE>
<PAGE>

           HUSSMANN INTERNATIONAL, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (Unaudited; Dollars in millions)

1.  BASIS OF PRESENTATION

The accompanying unaudited financial statements present the operations
of Hussmann International, Inc. and subsidiaries ("Hussmann" or the
"Company") for the three month and six month periods ended June 30, 1999
and 1998.  On January 30, 1998, Whitman Corporation ("Whitman")
distributed to its shareholders, all of the outstanding stock of
Hussmann (the "Distribution").  Prior to the Distribution, all of
Hussmann's subsidiaries, including Hussmann Corporation, and its wholly-
owned subsidiaries and other Hussmann companies owned by Whitman but
directly managed by Hussmann were subsidiaries of Whitman. Hussmann
became an independent, publicly traded company on January 30, 1998.

Prior to the Distribution, the historical financial statements were
combined for financial reporting purposes.  For all periods presented
herein, the financial statements will be referred to as consolidated
financial statements.

The accompanying unaudited consolidated financial statements, in the
opinion of Management, include all adjustments (consisting of normal,
recurring items) necessary to present fairly Hussmann's consolidated
financial position and results of its operations and cash flows for the
periods presented.  The unaudited consolidated financial statements are
presented in accordance with requirements of Regulation S-X and
consequently do not include all disclosures required by generally
accepted accounting principles. The interim results are not necessarily
indicative of the results that may be expected for a full year.  Certain
prior year amounts have been reclassified to conform to current year
presentation.

2.  EARNINGS PER SHARE

Although the Distribution did not occur until January 30, 1998, for
purposes of 1998's presentation, Hussmann has calculated earnings per
share on a pro forma basis assuming the Distribution occurred at January
1, 1998, for both basic and diluted earnings per share.

The number of shares of Hussmann common stock used in the calculation of
earnings per share for the three months and six months ended June 30, is
as follows (in thousands):

                                                   Quarter   Six Months
                                                    Ended      Ended
                                                   -------   ----------
1999
----
Weighted shares outstanding - basic                50,835      50,813
Dilutive effect of stock options                    1,033         973
                                                   ------      ------
Weighted shares outstanding - diluted              51,868      51,786
                                                   ======      ======

                                                   Quarter   Six Months
                                                    Ended      Ended
                                                   -------   ----------
1998
----
Weighted shares outstanding - basic                50,895      50,872
Dilutive effect of stock options                    1,582       1,275
                                                   ------      ------
Weighted shares outstanding - diluted              52,477      52,147
                                                   ======      ======

Options to purchase 515,000 shares of Hussmann common stock at prices
ranging from $16.28 to $17.94 per share were outstanding during the
three months and six months ended June 30, 1999, but were not included
in the computation of diluted earnings per share, for the respective
periods, due to the exercise price of these options being greater than
the average market price of Hussmann common stock.  These options begin
to expire in 2008.

For 1998 all outstanding Hussmann stock options were included in the
computation of diluted earnings per share.

                                1

<PAGE>
<PAGE>

3.  INVENTORIES

Inventories consist of the following:

                                                 June 30,   December 31,
                                                   1999        1998
                                                 --------   ------------
Raw materials and work in process                 $ 92.0      $ 81.2
Finished goods                                      47.9        25.7
                                                  ------      ------
  Total                                           $139.9      $106.9
                                                  ======      ======

4.  PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:

                                                  June 30,  December 31,
                                                    1999        1998
                                                  --------  ------------
Land                                              $  13.4     $   5.3
Building and improvements                            87.3        81.8
Machinery and equipment                             225.1       212.3
                                                  -------     -------
  Total property and equipment                      325.8       299.4
Accumulated depreciation                           (158.8)     (157.6)
Construction in progress                             34.0        26.6
                                                  -------     -------
                                                  $ 201.0     $ 168.4
                                                  =======     =======

5.  BUSINESS SEGMENT INFORMATION

As the products and services sold by Hussmann are similar throughout the
world, Hussmann manages its business with separate senior management
teams responsible for geographic regions. The following segments
correspond to these geographic regions.

The following tables present financial information for each of these
business segments for the periods presented:

<TABLE>
<CAPTION>
                                    Quarter Ended June 30,
                           ------------------------------------------
                                                        Operating
                                Revenues                 Income
                           ------------------       -----------------
                            1999        1998        1999        1998
                           ------      ------       -----       -----
<S>                        <C>         <C>          <C>         <C>
U.S. and Canada            $224.8      $214.9       $36.9       $33.1
Europe                       59.7        35.9         3.2         0.3
Other International          39.5        42.1        (0.2)        4.6
                           ------      ------       -----       -----
  Total                    $324.0      $292.9        39.9        38.0
                           ======      ======

Corporate admin. expenses                            (7.3)       (8.2)
                                                    -----       -----
Total operating income                              $32.6       $29.8
                                                    =====       =====
</TABLE>
                                2




<PAGE>
<PAGE>

                                    Six Months Ended June 30,
                           ------------------------------------------
                                                        Operating
                                Revenues                  Income
                           ------------------      ------------------
                            1999        1998        1999        1998
                           ------      ------      ------      ------
U.S. and Canada            $428.8      $411.6      $ 61.7      $ 52.0
Europe                       95.3        58.6         0.7        (2.1)
Other International          71.0        68.6        (3.7)        6.0
                           ------      ------      ------      ------
  Total                    $595.1      $538.8        58.7        55.9
                           ======      ======

Corporate admin. expenses                           (14.1)      (14.8)
                                                   ------      ------
Total operating income                             $ 44.6      $ 41.1
                                                   ======      ======


                                       Total Assets, as of:
                                      ----------------------
                                      June 30,  December 31,
                                        1999        1998
                                      --------  ------------
U.S. and Canada                        $358.1      $358.3
Europe                                  245.8        79.4
Other International                     135.2       160.9
Corporate                                68.8        55.1
                                       ------      ------
                                       $807.9      $653.7
                                       ======      ======

The Company's European segment includes the results of operations and
the financial position of Koxka C.E. S.A. ("Koxka"), which was acquired
on March 23, 1999.  Koxka's results of operations have been included in
the Company's results of operations from March 23, 1999 through June 30,
1999.

6.  COMPREHENSIVE INCOME

Comprehensive income consists of the following:




                                Quarter Ended         Six Months Ended
                                  June 30,                June 30,
                              ----------------        ----------------
                              1999        1998        1999        1998
                              ----        ----        ----        ----
Net income                    $17.2       $15.7       $16.4       $19.8
Foreign currency translation
   adjustment                   3.1        (2.2)       (6.8)       (3.7)
                              -----       -----       -----       -----
Comprehensive income          $20.3       $13.5       $ 9.6       $16.1
                              =====       =====       =====       =====

                                3

<PAGE>
<PAGE>

7.  BUSINESS COMBINATION

As previously stated, on March 23, 1999, Hussmann completed its
acquisition of Koxka. Hussmann acquired virtually 100% of the
outstanding stock of Koxka through a cash tender offer. Koxka
manufactures a complete line of commercial and industrial refrigeration
products at five manufacturing facilities located throughout Spain.

Hussmann paid approximately $135.0 in cash for the acquisition.  This
excludes the $10.3 loss related to the purchase price hedge used by the
Company to lock-in the U.S. dollar purchase price of $145.0. The
purchase price was principally funded with proceeds available under
Hussmann's 5-year unsecured revolving credit facility (the "Credit
Facility").  The acquisition of Koxka has been accounted for using the
purchase method of accounting, and accordingly, the purchase price was
allocated to the assets acquired and the liabilities assumed based upon
their estimated fair market values. Goodwill and the trademark
associated with this acquisition of approximately $51.5 and $33.3,
respectively, is being amortized over the period to be benefited, 40
years.  The purchase price allocation process is still preliminary,
although Management does not expect amounts to differ materially.

The unaudited pro forma consolidated results, as if Koxka had been
acquired at January 1, 1999 and 1998, respectively, and as if MIL
(acquired on August 17, 1998) had been acquired on January 1, 1998,
are estimated to be:

                                              Six Months Ended
($ in millions, except per share data)            June 30,
                                              ----------------
                                              1999        1998
                                              ----        ----
Revenues                                     $624.7      $620.0
Net income                                     16.8        20.5
Net income per share:
  Basic                                       $0.32       $0.40
  Diluted                                     $0.32       $0.39

                                4


<PAGE>
<PAGE>

           Hussmann International, Inc. and Subsidiaries
                       (Dollars in millions)

Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations

INTRODUCTION

Hussmann manufactures, sells, installs and services merchandising and
refrigeration systems for the world's commercial food industry.
Products include refrigerated and non-refrigerated display
merchandisers, refrigeration systems and controls, beverage coolers, air
handlers, evaporative condensers, heat exchange coils and walk-in
storage coolers and freezers.  Hussmann operates in three geographic
segments: U.S. and Canada, Europe and Other International, which
includes Mexico, Latin America and Asia-Pacific.


RESULTS OF OPERATIONS - THREE MONTHS ENDED JUNE 30, 1999, COMPARED WITH
THREE MONTHS ENDED JUNE 30, 1998

REVENUES

Revenues for the three months ended June 30, 1999 of $324.0 were $31.1
or 11% over the same period 1998 revenues of $292.9.  Revenue increases
in the U.S. and Canada and the Europe segments were partially offset by
a decrease in Other International. The following is a summarized
analysis:

                                        1999      $ Change    % Increase
                                      Revenues      1998      (decrease)
------------------------------------------------------------------------
U.S. and Canada                        $224.8       $ 9.9          5%
Europe                                   59.7        23.8         66
Other International                      39.5        (2.6)        (6)
------------------------------------------------------------------------

Total                                  $324.0       $31.1         11%
------------------------------------------------------------------------

The 5% increase in revenues in the U.S. and Canada was principally
driven by continued strong U.S. supermarket and specialty case demand.
Revenues in Europe increased 66% due to the acquisition of Koxka, which
was purchased on March 23, 1999. The 6% decrease in revenues in Other
International was due to the significant sales pressure in Latin America
on beverage coolers and a difficult comparison to a strong second
quarter 1998 performance.  This decrease was partially offset by the
third quarter 1998 acquisition of McAlpine Investments Limited ("MIL"),
a distribution company.  Excluding MIL, revenues in this segment would
have decreased nearly 40%. In addition, revenues in Brazil were
negatively impacted by the substantial devaluation of the Brazilian Real
during the first quarter of 1999.

GROSS PROFIT

Gross profit increased mainly due to the 11% increase in revenue.  Gross
profit as a percent of revenue increased 0.5 points compared to 1998,
mainly driven by improvements in the U.S. and Canada, and offset by lower
volume in Mexico and a lower margin mix of revenue in the U.K. and MIL.

                                5


<PAGE>
<PAGE>

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

Total selling, general and administrative ("SG&A") expenses increased
16% to $39.3 in 1999 from $33.8 in 1998.  The increase in SG&A expenses
relates to the acquisitions of Koxka and MIL and costs associated with
converting to an integrated company-wide information system ("ERP").

OPERATING INCOME

Operating income for the three months ended June 30, 1999 of $32.6 was
9% or $2.8 greater than that reported for the comparable period in 1998.
This increase was attributable to the 11% increase in operating income
in the U.S. and Canada and the acquisition of Koxka.  The following
table summarizes the fluctuations in operating income by segment:

                                         1999                 % Increase
                                      Operating    $ Change   (decrease)
                                        income       1998        1998
------------------------------------------------------------------------
U.S. and Canada                         $36.9       $ 3.8          11%
Europe                                    3.2         2.9         Fav
Other International                      (0.2)       (4.8)      Unfav
------------------------------------------------------------------------

                                         39.9         1.9           5
Corporate admin. expenses                (7.3)        0.9          11
------------------------------------------------------------------------

Total operating income                  $32.6       $ 2.8           9%
------------------------------------------------------------------------

The increase in the U.S. and Canada was due to increased volume,
productivity and efficiency improvements, continued favorable markets
for material prices, and enhancements in materials management.  The
improvement in Europe is related solely to the acquisition of Koxka
during the second quarter of 1999. Operating income for Other
International decreased $4.8 from the $4.6 operating income recorded
during the second quarter of 1998, to an operating loss of $0.2 reported
in 1999.  This decrease is mainly attributable to significantly lower
1999 volume in Mexico and a difficult comparison to a record setting
second quarter 1998.

INTEREST EXPENSE

Interest expense of $5.7 increased $0.8 or 16% from 1998 to 1999, solely
due to the debt used to finance the Koxka acquisition.  Excluding the
Koxka related interest, interest expense would have decreased
approximately 20% due to better management of international debt and
strong cash flow from operations.

EFFECTIVE INCOME TAX RATE

Hussmann's effective income tax rate was 36.0% for the three months
ended June 30, 1999, or 1.0 points lower than the 1998 pro forma
effective rate of 37.0%.  This lower effective tax rate is principally
due to a lower statutory rate in Spain and implemented tax strategies
relating to both domestic and international operations.

RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 1999, COMPARED WITH
PRO FORMA SIX MONTHS ENDED JUNE 30, 1998

As previously stated, on January 30, 1998, Hussmann was spun off from
Whitman and became an independent, publicly traded company. The
following table provides a summary of what Management believes the 1998
operating results would have been if Hussmann had been an independent,
publicly traded company, excluding the impact of the Whitman
intercompany charges, and including the impact of borrowings under the
Credit Facility.  Management believes the unaudited pro forma
consolidated operating results for 1998 provide a more meaningful
presentation for purposes of analyzing the Company's financial
performance.

                                6

<PAGE>
<PAGE>

                                       Six Months Ended June 30, 1998
                                                   Pro Forma
                                       Actual     Adjustments  Pro Forma
------------------------------------------------------------------------
Revenues                               $538.8           -       $538.8
Operating income                         41.1           -         41.1
Whitman charges                           1.5        (1.5)           -
Total interest expense                    9.4         0.1          9.5
Pretax income                            30.5         1.4         31.9
Income tax expense                       11.3         0.5         11.8
Net income                               19.8         0.9         20.7
------------------------------------------------------------------------

Diluted earnings per share             $ 0.38      $ 0.02       $ 0.40
------------------------------------------------------------------------

REVENUES

Revenues for the six months ended June 30, 1999 of $595.1 were $56.3 or
10% over the same period 1998 revenues of $538.8. Revenues increased in
all of the geographical segments. The following is a summarized
analysis:


                                        1999      $ Change   % Increase
                                      Revenues      1998     (decrease)
------------------------------------------------------------------------
U.S. and Canada                        $428.8      $ 17.2         4%
Europe                                   95.3        36.7        62
Other International                      71.0         2.4         4
------------------------------------------------------------------------

Total                                  $595.1      $ 56.3        10%
------------------------------------------------------------------------

The 4% increase in revenues in the U.S. and Canada was principally
driven by continued strong U.S. supermarket and specialty case demand.
The increase in revenues in Europe of 62% was due to strong demand for
the U.K.'s service and contracting business and to the acquisition of
Koxka. The 4% increase in revenues in Other International was
principally due to the third quarter 1998 acquisition of MIL.  This
increase was offset by significantly lower revenues in Mexico and
Brazil.  The decrease in Mexico is twofold: difficult comparisons to a
record setting first half 1998 and significantly lower demand for
beverage coolers in Latin America.  Revenues in Brazil were negatively
impacted by the substantial devaluation of the Brazilian Real during the
first quarter of 1999.

GROSS PROFIT

Gross profit increased mainly due to the 10% increase in revenue.  Gross
profit as a percent of revenue was up slightly to 19.6%.  Improvements
in the U.S. and Canada were offset by a lower margin mix of revenue in
the U.K. and at MIL.  Gross profit in Mexico was also down from the
record setting performance in 1998, mainly due to volume.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

Total selling, general and administrative ("SG&A") expenses increased
14% to $72.3 in 1999 from $63.3 in 1998.  The increase in SG&A expenses
relates to the acquisitions of Koxka and MIL and costs associated with
converting to an integrated company-wide information system ("ERP").

                                7


<PAGE>
<PAGE>

OPERATING INCOME

Operating income in 1999 of $44.6 was 9% or $3.5 greater than that
reported for the comparable period in 1998.  This increase was mainly
attributable to the 19% increase in operating income in the U.S. and
Canada and the favorable increase in Europe related to the Koxka
acquisition.  The following table summarizes the fluctuations in
operating income by segment:

                                         1999
                                      Operating    $ Change  % Increase
                                        Income       1998    (decrease)
------------------------------------------------------------------------
U.S. and Canada                        $ 61.7       $ 9.7         19%
Europe                                    0.7         2.8        133
Other International                      (3.7)       (9.7)     Unfav
------------------------------------------------------------------------
                                         58.7         2.8          5
Corporate admin. expenses               (14.1)        0.7          4
------------------------------------------------------------------------

Total operating income                 $ 44.6       $ 3.5          9%
------------------------------------------------------------------------

The increase in the U.S. and Canada was due to increased volume,
productivity and efficiency improvements, continued favorable markets
for material prices, and enhancements in materials management.  The
significant improvement in Europe was attributed to the acquisition of
Koxka, offset by lower margin revenues in the U.K.  Although revenues in
the U.K. improved over 1998, the majority of the revenues in the first
half of 1999 were derived from lower margin service and contracting
revenues.  Operating income for Other International decreased $9.7 from
the $6.0 operating income recorded during the first half of 1998, to an
operating loss of $3.7 reported in 1999.  This decrease is mainly due to
lower 1999 volume in Mexico, caused by lower demand for beverage coolers
and difficult comparisons to a record setting first half 1998.

INTEREST EXPENSE

Interest expense of $10.0 increased $0.5 or 5% from pro forma 1998 to
1999, as a result of financing the Koxka acquisition.  Excluding the
interest associated with Koxka, interest expense for the six month
comparable periods would have decreased approximately 15% primarily due
to better management of international debt and positive cash flow from
operations. For 1998's pro forma financial statement presentation, it
was assumed that $240.0 in borrowings were outstanding for the period
January 1, 1998 through the Distribution.

OTHER INCOME/OTHER EXPENSE

The Company recognized a one-time $10.3 pretax loss associated with the
hedge of the Koxka purchase price.  Since Koxka was a publicly traded
company, the purchase price was denominated in Spanish Pesetas.  In
order to avoid foreign currency exposure over the extended period
involved in completing the acquisition, Management hedged the Company's
Peseta exposure. The realized loss of $10.3 from settling the financial
instruments used to hedge the Koxka purchase price (the "Koxka Charge")
has been reflected in the consolidated statement of operations as
foreign exchange loss on purchase price hedge.

EFFECTIVE INCOME TAX RATE

Hussmann's effective income tax rate was 36.0% for the six months ended
June 30, 1999, or 1.0 points lower than the 1998 pro forma effective
rate of 37.0%.  This lower statutory rate is principally due to a lower
statutory rate in Spain and implemented tax strategies relating to both
domestic and international operations.

                                8


<PAGE>
<PAGE>

NET INCOME AND EARNINGS PER SHARE

Net income, excluding the aforementioned Koxka Charge, increased 10% to
$22.8 from $20.7 for the same period of 1998, reported on a pro forma
basis.  Earnings per diluted share also increased 10% to 44 cents from
40 cents per diluted share for the same period of 1998.  The after-tax
impact of the Koxka Charge was approximately $6.4, or 12 cents per
diluted share.


LIQUIDITY, FINANCIAL CONDITION AND CAPITAL RESOURCES

CASH FLOWS FROM OPERATIONS

As anticipated, Hussmann collected accounts receivable associated with
the late fourth quarter sales during the first quarter of 1999, which
drove the substantial improvement in cash flows from operations when
compared with the same period of 1998.  Through the first half of 1999,
the Company provided cash from operations of $13.5 compared to a use of
cash of $26.8 for the same period of 1998.  This improvement in cash flow
was driven by the approximate $40.0 improvement in working capital.

CASH FLOWS FROM INVESTING ACTIVITIES

Net cash used in investing activities was $147.2 and $15.0 for the six
months ended June 30, 1999 and 1998, respectively.  The main component
in 1999's negative cash flow from investing activities is the purchase
price of Koxka.  The increase in capital investments relates to the
timing of spending on Hussmann's ERP project and productivity and
efficiency programs in the U.S. and Canada.  Included in other cash
flows from investing activities, are the cash proceeds from the sale of
the Company's interest in an airplane and the sale of the U.K.'s
manufacturing facility located in Scotland.  This facility was part of
the 1997 U.K. restructuring.

CASH FLOWS FROM FINANCING ACTIVITIES

Net cash provided by financing activities was $151.0 and $30.7 for the
six months ended June 30, 1999 and 1998, respectively.  The significant
increase in 1999's reported balance represents the proceeds from long-
term debt to finance the acquisition of Koxka. For 1998, the net
proceeds from long-term debt of $270.0 were primarily used to settle the
Company's obligations to Whitman and to fund working capital.  In
January 1998, Hussmann paid Whitman $240.0 to extinguish its
intercompany notes and to pay a cash dividend to Whitman of
approximately $80.0.

In January 1998, Hussmann entered into the Credit Facility with a
syndicate of commercial banks and financial institutions, which enables
Hussmann to borrow funds at variable interest rates on a revolving
credit basis up to an aggregate principal amount of $350.0. The Company
borrowed $270.0 million under the Credit Facility in January 1998, the
majority of which was used to settle the Company's obligations with
Whitman.

Additionally, on June 2, 1998, Hussmann issued $125.0 of its $250.0
shelf registration of 6.75% senior notes due 2008 (the "Shelf
Registration").  The net proceeds from the issuance were used to pay
down amounts previously borrowed under the Credit Facility.

On March 22, 1999, Hussmann borrowed approximately $145.0 under the
Credit Facility to fund the acquisition of Koxka and to pay related
expenses.  At June 30, 1999, $129.0 was outstanding under the Credit
Facility.  In addition, at June 30, 1999, Hussmann had $86.2 and $53.0
of uncommitted lines-of-credit available and outstanding, respectively,
in the U.S.

On June 2, 1999, as part of a structured financing arrangement, the
Company borrowed $46.0 million in the form of a seven year amortizing
note.  The interest rate is established semi-annually based on LIBOR.
The current interest rate is approximately 6.20%.  The Company used the
proceeds of the note to repay part of its Credit Facility.

                                9

<PAGE>
<PAGE>

Management believes cash flows from operations, unused amounts available
under the Credit Facility and the Shelf Registration, and access to
capital markets will be sufficient to satisfy Hussmann's future working
capital, capital investment, acquisitions and other financing
requirements for the foreseeable future.  Management also believes
Hussmann will be able to access capital markets on satisfactory terms,
although there can be no assurance this will be the case.

NON-U.S. OPERATIONS

The most significant non-U.S. operations are located in Canada, Mexico,
the U.K. and Spain, with smaller operations located in, among other
countries, Brazil, New Zealand, Australia, and China. Because the
majority of Hussmann's non-U.S. entities conduct business in their
respective local currencies, Hussmann is subject to foreign currency
risks when translating its non-U.S. entity financial statements into
U.S. dollars for financial statement reporting purposes. In addition to
foreign currency translation risks faced by Hussmann, other risks
associated with non-U.S. operations include the potential for
restrictive actions taken by host country governments, risks relating to
non-U.S. economic and political conditions, and risks relating to limits
on the transfer of funds from non-U.S. entities to Hussmann. Hussmann
does not currently use foreign currency risk management instruments to
manage its financial statement exposures to changes in foreign currency
exchange rates, however, due to the growth in Hussmann's foreign
operations, Management continually reassesses this policy to determine the
appropriateness of using foreign currency risk management instruments.

NEW ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board issued its
Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS 133"). SFAS 133 establishes accounting and reporting
standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities.  In
June 1999, SFAS 133 was amended whereby the effective date was deferred
one year, to fiscal years beginning after June 15, 2000.  Management is
assessing the effects of this statement on the Company's consolidated
financial statements and notes thereto. However, given the Company's
current policy regarding foreign currency risk management instruments
and other hedging activities, Management does not believe SFAS 133 will
have a significant impact on Hussmann's consolidated results of
operations, financial condition or its cash flows.

YEAR 2000

The Company has assessed the Year 2000 ("Y2K") issue as it relates to
information technology ("IT") and has determined it must modify or
upgrade certain portions of the hardware and software in its information
systems. The Company is utilizing both internal and external resources
to complete the reprogramming, upgrades and testing necessary to
complete this modification and replacement process. The Company's Y2K
efforts are being carried out by the Company's Y2K Team which has
created a plan to complete Y2K reprogramming and testing of the
Company's information systems ("the Plan").  During the second quarter,
the Company made the decision to accelerate the planned upgrade of its
hardware system at its main IT facility, which was not part of the
original Y2K Plan.  This upgrade was accelerated to support the
additional capacity requirements from increased transactional volume.
However, this upgrade requires additional Y2K testing in order to ensure
that the Company's applications, which have been Y2K tested, work in the
new hardware environment.  It is anticipated this additional testing
will be completed in November 1999.  Given the results of the application
testing to date, Management does not anticipate any significant issues
related to this hardware upgrade. Progress against the Plan is monitored
and reported to Management and to the Audit and Finance Committee of the
Board of Directors on a regular basis. The Y2K Team believes it remains
on schedule, according to the Plan. As of June 30, 1999, the Company has
incurred approximately $2.8 related to Y2K work and anticipates the cost
of its remaining Y2K work (which will be incurred over the next 6 to 12
months) to total about $2.2. Management does not expect these costs to
have a material adverse effect on Hussmann's results of operations,
financial condition or cash flows.

                                10

<PAGE>
<PAGE>

The Company is continuing to address its non-IT Y2K issues. The Y2K Team
continues to assess equipment embedded with microprocessors, products
sold and service contracts entered into, to determine what exposure, if
any, the Company has in this area. Given the far reaching implications
of these non-IT Y2K isues, some of which cannot be predicted or
anticipated, the Company is unable to estimate the ultimate costs
related to its non-IT Y2K issues.  However, based upon results of
reviews performed to date, Management does not believe such costs will
be material.

As part of its non-IT Y2K Plan, the Company is also assessing the Y2K
compliance status of third parties with which it does business. The
Company has contacted its key suppliers and customers to evaluate their
Y2K readiness. Contingency plans to help protect the Company's business
from Y2K related interruptions have been developed. The Company will
continue to reassess its contingency plans as it completes this review
process.

The expected costs of the projects and the date on which Hussmann plans
to complete all of the Y2K work are based on Management's best
estimates, which are derived from numerous assumptions about future
events, including the availability of certain resources, third-party
modification plans, and other factors. However, there can be no
guarantee these estimates will be achieved and actual results could
differ materially from those plans. As previously stated, certain of the
non-IT Y2K issues have far reaching implications, some of which cannot
be anticipated or predicted with any degree of certainty. Specific
factors that might cause material differences include, but are not
limited to, the availability and cost of personnel trained in this area,
and the ability to identify and correct all relevant computer codes. In
addition, there can be no assurances the systems or products of third
parties on which the Company relies will be timely converted or that a
failure by a third party, or a conversion incompatible with the
Company's systems, would not have a material adverse effect on the
Company.

OTHER

The reconfiguration of the Bridgeton plant and the plant consolidation
of the production of refrigeration systems, discussed in previous
filings with the Securities and Exchange Commission (the "SEC"), remain
essentially on schedule. The new Atlanta plant opened during the third
quarter of 1998 and the Bridgeton refrigeration production was closed
during the second quarter of 1999.  The new Bridgeton case line is
scheduled to begin production during the third quarter of 1999.

                                11



<PAGE>
<PAGE>

Due to the initial construction problems encountered in Mexico and a
reassessment of its Mexican operations in view of the significant
decrease in export beverage sales to Columbia and Venezuela, Hussmann
has postponed the construction of the facility in Toluca, Mexico until
beverage cooler demand in Latin America strengthens.

Hussmann may continue to repurchase Hussmann common stock from time-to-
time to offset dilution resulting from the exercise of stock options in
accordance with the common stock repurchase plan approved by the Board
of Directors.

SAFE HARBOR STATEMENT

In addition to the historical information presented in this quarterly
report, the Company has made and will make certain forward-looking
statements in this report, other reports filed by the Company with the
SEC, reports to shareholders and in certain other contexts relating to
future revenues, costs, expenses, production schedules, profitability,
financial resources, and the Y2K issue, among others. Statements
relating to the foregoing or that predict or indicate future events and
trends and which do not relate solely to historical matters are forward-
looking statements.  Forward-looking statements are made pursuant to the
safe harbor provisions of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 and are based on
Management's beliefs as well as assumptions made using information
currently available to Management. Accordingly, Hussmann's actual
results may differ materially from those projected, expressed or implied
in such forward-looking statements due to known and unknown risks and
uncertainties that exist in Hussmann's operations and business
environment, including among other factors: 1) the failure by Hussmann
to produce anticipated cost savings, improve productivity, or create
efficiencies; 2) the timing and magnitude of capital investments; 3)
economic and market conditions in the U.S. and worldwide; 4) currency
exchange rates; 5) changes in customer spending levels and demand for
new products; 6) cost and availability of raw materials; 7) the
continuation of growth in significant developing markets such as in
Mexico, South America and Asia-Pacific; 8) overall competitive
activities; 9) failure of the Company, its suppliers or vendors to
achieve Y2K compliance in a timely manner; 10) the ability of Hussmann
to successfully integrate the Koxka operations into its business; and
11) other risks associated with the Company's operations.  Although the
Company believes its forward-looking statements are based on reasonable
assumptions, there can be no assurance that actual results, performance
or achievements will not differ materially from any future results,
performance or achievements projected, expressed or implied by such
forward-looking statements.  Readers are cautioned not to place undue
reliance on forward-looking statements.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Risk

Hussmann's non-U.S. entities conduct the majority of their business in
their respective local currencies.  Therefore, Hussmann is subject to
foreign currency risks when translating its non-U.S. entity financial
statements into U.S. Dollars for financial reporting purposes.  However,
the Company is not significantly exposed to foreign currency
translation.  Hussmann currently does not use foreign currency risk
management instruments to manage its financial statement exposures to
changes in foreign currency exchange rates with respect to its non-U.S.
operations.  However, as the significance of Hussmann's foreign
operations grows, Management will continue to monitor whether it would
be appropriate to use foreign currency risk management instruments to
mitigate its growing exposures.

Management will utilize foreign currency instruments to manage exposures
it may have on known individually significant foreign currency
transactions and balances.  There were no significant balances
outstanding as of June 30, 1999.  As previously announced, Hussmann
hedged the purchase price established in the agreement to purchase Koxka
which was denominated in Spanish Pesetas.  Hussmann hedged the Peseta
exposure to lock-in a U.S. Dollar purchase price of $145.0 using forward
currency exchange contracts.  The realized loss of $10.3 from settling
these forward contracts is reflected in the consolidated statement of
operations as foreign exchange loss on purchase price hedge.

                                12



<PAGE>
<PAGE>

Interest Rate Risk

As of June 30, 1999, Hussmann had $355.8 in long-term debt outstanding,
$125.0 of which represented senior note obligations with a fixed rate of
6.75%.  The majority of the remaining balance represents amounts
outstanding on the Company's Credit Facility, with interest based on
LIBOR (London Interbank Offer Rate).  Given the current mix of the
Company's outstanding indebtedness, the Company does not believe its
exposure to short-term interest rate changes would be material.

Commodity Risk

Hussmann's products use copper wiring and tubing.  As a result,
Hussmann's results are subject to fluctuations in the price of copper.
Hussmann uses hedging instruments to mitigate a portion of these risks.
Overall, this hedging activity is not considered to be material to
Hussmann's consolidated results of operations, financial position or
cash flows.

PART II. OTHER INFORMATION

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

At the Company's Annual Meeting of Stockholders held on May 13, 1999,
the following actions were taken:

The following Directors were elected to terms of office expiring in
2002:

                        VOTES FOR             VOTES WITHHELD

J. Joe Adorjan         45,495,674                 155,014
Archie R. Dykes        45,485,926                 164,762

A proposal by the Board of Directors to approve the Company's existing
Stock Incentive Plan to maintain tax deductibility was approved by
stockholders.  The stockholders cast 39,095,086 votes for the proposal
and 6,330,644 against.  There were 224,958 abstentions.

                                13



<PAGE>
<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

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

        3      Amended and Restated By-Laws

        4      Amended and Restated Rights Agreement between Hussmann
               International, Inc. and First Chicago Trust Company of
               New York, Rights Agent

       27      Financial Data Schedule for the six months ended June 30,
               1999

(b)   Reports on Form 8-K:

        Hussmann filed a Current Report on Form 8-K and a Current
        Report on Form 8-K/A, each dated March 23, 1999, and filed on
        April 7, 1999 and June 4, 1999, respectively, to report the
        following items:

        Item 2 (Acquisition or Disposition of Assets) to report that
        Hussmann had completed the acquisition of Koxka C.E., S.A.
        ("Koxka") by means of a public tender offer

        The Form 8-K/A was filed to include audited financial
        statements and unaudited pro forma financial information as
        follows:

        Item 7 (Financial Statements and Exhibits).  Financial
        Statements filed with the report were:

        a)   Financial statements of business acquired

        The audited consolidated balance sheet of Koxka at December 31,
        1998, and the related consolidated statements of operations,
        stockholders' equity and comprehensive income, and cash flows
        for the year then ended

        b)   Pro forma financial information

        Introduction to Unaudited Condensed and Pro Forma Consolidated
        Financial Statements

        Unaudited Condensed Consolidated Balance Sheet as of March 31,
        1999

        Unaudited Pro Forma Consolidated Statement of Operations for
        the three months ended March 31, 1999

        Unaudited Pro Forma Consolidated Statement of Operations for
        the year ended December 31, 1998

        Notes to Unaudited Condensed Consolidated Balance Sheet and Pro
        Forma Consolidated Statements of Operations

                                14


<PAGE>
<PAGE>

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 thereunto duly authorized.

                                   HUSSMANN INTERNATIONAL, INC.

                                   /s/ Thomas G. Korte
                                   -------------------------------------
                                   Vice President
                                   and Corporate Controller
                                   (as duly authorized officer
                                   and chief accounting
Dated: August 16, 1999             officer of the registrant)

                                15




<PAGE>
<PAGE>
                             EXHIBIT INDEX

Exhibit
Number
-------

   3        Amended and Restated By-Laws

   4        Amended and Restated Rights Agreement between Hussmann
            International, Inc. and First Chicago Trust Company of
            New York, Rights Agent

  27        Financial Data Schedule for the six months ended June 30,
            1999

                                16