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

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): May 1725, 2005

YORK INTERNATIONAL CORPORATION
__________________________________________
(Exact name of registrant as specified in its charter)


Delaware	1-10863	13-3473472
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

631 South Richland Avenue, York, Pennsylvania		17403
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


Registrant’s telephone number, including area code:		(717) 771-7890

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 81.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

On May 1725, 2005, ~~York~~the Compensation Committee of the Board of Directors ofYork International Corporation ~~issued~~(the "Company") granted performance units to theCompany's Chief Executive Officer and next most highly compensated executiveofficers. The number of units actually earned will be determined at the endof fiscal 2007 by measuring the Company's performance against targets forearnings before interest and taxes as a ~~press~~percent ~~release~~of ~~announcing~~sales ~~that~~(EBIT%) and returnon net capital employed (RONCE) established by the Committee. At target,the number of units listed below will be earned. For entry levelachievment, 50% of the units will be earned and at maximum, 150% will beearned. The units earned will be settled in shares of the Company's stock. C. David Myers - 49,300 shares Thomas ~~President~~F. ~~and~~Huntington ~~Chief~~- 9,600 shares Peter ~~Executive~~C. ~~Officer~~Spellar - 5,700 shares Wayne ~~had~~J. ~~commented~~Kennedy - 7,300 sharesThe Compensation Committee also granted the following number of restrictedshares that will vest on ~~York’s~~the ~~2005~~third ~~outlook~~anniversary ~~and~~of ~~confirmed~~the ~~previously~~grant ~~announced~~date: C. ~~guidance~~David Myers - 21,100 shares Thomas F. Huntington - 4,200 shares APeter ~~copy~~C. ofSpellar ~~York’s~~- 2,500 shares Wayne ~~press~~J. ~~release~~Kennedy is- 3,100 sharesOn ~~attached~~May as25, ~~Exhibit~~2005, 99the Compensation Committee approved a compensation plan forthe Board of Directors for 2005.1 The ~~and~~terms isof ~~incorporated~~this byplan ~~reference~~are set forth onExhibit 99.1 filed herewith.

Item 9.01. Financial Statements and Exhibits.

99.1 ~~Press~~ Compensation ~~release,~~Plan ~~dated~~for ~~May~~the ~~17,~~Board ~~2005,~~of ~~issued~~Directors byfor ~~York International Corporation.~~2005

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	YORK INTERNATIONAL CORPORATION
May 17, 2005	By:	M. David Kornblatt
May 31, 2005	By:	M. David Kornblatt
		Name: M. David Kornblatt
		Title: Vice President and Chief Financial Officer

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Exhibit Index

Exhibit No.		Description
99.1		~~Press~~Compensation ~~release,~~Plan ~~dated~~for ~~May~~the ~~17,~~Board ~~2005,~~of ~~issued~~Directors byfor ~~York International Corporation~~2005

Filing Compare · YORK INTERNATIONAL CORP /DE/