MODINE MANUFACTURING CO — Director's Dealing 2004

Jan 21, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MODINE MANUFACTURING CO (MODI)
CIK: 0000067347
Period of Report: 2004-01-19

Reporting Person: BULLMORE ROBERT S (Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-19	Modine common stock	F	78	$27.87	Disposed	19888.5742	Direct

Footnotes

F1: Shares disposed of in private transaction to issuer to satisfy tax withholding obligation.

F2: This total includes 564.2060 units of Modine common stock indirectly held in the Registrant's Modine 401(k) Retirement Plan account (5.6785 units were purchased on 1/14/04), 734.8441 units of Modine common stock indirectly held in the Registrant's Modine Deferred Compensation Plan account and 12,879.5241 shares of Modine common stock indirectly held in the REgistrant's Modine Employee Stock Ownership Plan account.