MODINE MANUFACTURING CO — Director's Dealing 2002

Nov 18, 2002

4 1 form4ett.htm E. T. THOMAS FORM 4 Form 4

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(Print or Type Responses)

1. Name and Address of Reporting Person* Thomas, E. T.	2. Issuer Name and Ticker or Trading Symbol Modine Manufacturing Company - MODI
								Director		10% Owner
								Officer (give title below)	X	Other (specify below)
							Former Sr. V.P, Chief Financial Officer
(Last) (First) (Middle) 3302 South Creek Drive - Apt 102	3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary) ###-##-####		4. Statement for Month/Day/Year 11/14 /02				7. Individual or Joint/Group Filing (Check Applicable Line)
			5. If Amendment, Date of Original (Month/Day/Year)				X	Form filed by One Reporting Person
(Street) Kentwood MI 48512								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	(1)	(1)	J (1)		181.5685	A	(1)
	11/14/02		J (2)		1,223.6473	D	$20.111794	7,590.9765 (1)(2)(3)(4)		D
(1) The reported securities of 181.5685 Modine Common Stock Fund Units (Modine Deferred Compensation Plan) were purchased from 4/1/02 thru 11/6/02 at prices ranging from $16.44 to $29.01 per Unit. Each Unit consists of Modine common stock and cash components. (2) Sale of 1,223.6473 Modine Common Stock Fund Units (Modine Deferred Compensation Plan) on November 14, 2002 at $20.111794 per unit. Each Unit consists of Modine common stock and cash components. (3) Includes 236.7269 shares owned thru the ESOP. (4) Includes 749.2496 Units owned thru the Modine 401(k) Retirement Plan. Each Unit consists of Modine common stock and cash components.

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)

FORM 4 (continued) — 1. Title of Derivative Security (Instr. 3)	Table II ¾ Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) — 2. Conver- sion or Exercise Price of Deri- vative Security	3. Trans- action Date (Month/ Day/ Year)	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)	9. Number of deriv- ative Secur- ities Bene- ficially Owned Follow- ing Reported Trans- action(s) (Instr. 4)	10. Owner- ship Form of Deri- vative Security: Direct (D) or Indirect (I) (Instr. 4)
			Code	V	(A)	(D)	Date Exer- cisable	Expira- tion Date	Title	Amount or Number of Shares
Options with tandem tax withholding rights	$32.9375	8/3/98	A		10,000		8/3/98	8/3/08	Common Stock	10,000	10,000	D
Options with tandem tax withholding rights	$33.25	1/20/99	A		15,000		1/20/99	1/20/2009	Common Stock	15,000	15,000	D
Options with tandem tax withholding rights	$25.00	1/19/00	A		15,000		1/19/00	1/19/2010	Common Stock	15,000	15,000	D
Options with tandem tax withholding rights	$22.78	1/16/02	A		20,000		1/16/02	1/16/2012	Common Stock	20,000	20,000	D

Explanation of Responses:
The plans under which these options were granted, which complies with Rule 16b-3, allows for the provision of tax withholding rights. The Reporting Person is a participant in the Modine Employee Stock Ownership Plan (ESOP), Modine Common Stock Fund Units and the Modine Manufacturing Company Pension Trusts. The entities (with the exception of the Modine Common Stock Fund) are also Reporting Persons pursuant to Section 16(a) and files separate statements. Shares held by the Reporting Person in the Plan or Trust are reported on this Statement and on statements filed by the Plan.
		E. T. Thomas	November 18, 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.
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