MODINE MANUFACTURING CO — Director's Dealing 2002

Dec 9, 2002

4 1 rform4-esop.htm ADMINISTRATIVE COMMITTEE FORM 4 FOR ESOP Form 4

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(Print or Type Responses)

1. Name and Address of Reporting Person* Administrative Committee of the Modine Employee Stock Ownership Plan (ESOP)	2. Issuer Name and Ticker or Trading Symbol Modine Manufacturing Company - MODI
								Director		10% Owner
								Officer (give title below)	X	Other (specify below)
							See Exhibit 1 attached
(Last) (First) (Middle) c/o Modine Manufacturing Company Attn: D. R. Zakos, 1500 DeKoven Avenue	3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary) 39-6266014		4. Statement for Month/Day/Year 12/09/02				7. Individual or Joint/Group Filing (Check Applicable Line)
			5. If Amendment, Date of Original (Month/Day/Year)					Form filed by One Reporting Person
(Street) Racine, WI 53403							X	Form filed by More than One Reporting Person
(City) (State) (Zip)	Table I ¾ Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Trans- action Date (Month/ Day/ Year)	2A. Deemed Execution Date, if any (Month/ Day/ Year)	3. Trans- action Code (Instr.8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)		6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Owner- ship (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.625 Par	12/5/02	12/10/02	P		21,654	A	$18.96	3,752,210		See Exhibit 1 attached

If the form is filed by more than one reporting person, see Instruction 4(b)(v).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.	(Over) SEC 1474 (9-02)

4. Trans- action Code (Instr.8)		5. Number of Deriv- ative Securities Ac- quired (A) or Dis- posed of (D) (Instr. 3, 4 and 5)		6. Date Exer- cisable and Expiration Date (Month/Day/ Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)	8. Price of Deriv- ative Secur- ity (Instr. 5)
Code	V	(A)	(D)	Date Exer- cisable	Expira- tion Date	Title	Amount or Number of Shares

Explanation of Responses:		By: /s/ Modine Employee Stock Ownership Plan (ESOP) BY: Roger L. Hetrick, Member of Committee	December 9, 2002
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations.	**Signature of Reporting Person	Date
	See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, s ee Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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