MODINE MANUFACTURING CO — Director's Dealing 2005

Jul 29, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MODINE MANUFACTURING CO (MOD)
CIK: 0000067347
Period of Report: 2005-07-27

Reporting Person: RICHARDSON BRADLEY C (VP, Finance and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-07-27	Modine common stock	A	13.6564	$38.1189	Acquired	39252.5734	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$20.9595	2013-05-12	Modine common stock (25608)	25608	Direct
Employee stock option (right to buy)	$28.4764	2014-01-20	Modine common stock (16390)	16390	Direct
Employee stock option (right to buy)	$30.8194	2015-01-18	Modine common stock (14238)	14238	Direct

Footnotes

F1: This total includes 68.4870 units of Modine common stock indirectly held in the Registrant's Modine 401(k) Retirement Plan account and 770.5650 units of Modine common stock indirectly held in the Registrant's Modine Deferred Compensation Plan account.

F2: This option was previously reported as an option for 25,000 shares of common stock at an exercise price of $21.47 per share, but was adjusted to reflect the stock dividend declared by Modine on July 20, 2005 in connection with the spin off and merger of Modine's Aftermarket Business in a reverse Morris Trust transaction. As a result of the stock dividend, stock options granted by Modine were adjusted to retain their intrinsic value.

F3: This option was previously reported as an option for 16,000 shares of common stock at an exercise price of $29.17 per share. Please see footnote 2 for explanation.

F4: This option was previously reported as an option for 14,000 shares of common stock at an exercise price of $31.57 per share. Please see footnote 2 for explanation.