MODINE MANUFACTURING CO — Director's Dealing 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MODINE MANUFACTURING CO (MODI)
CIK: 0000067347
Period of Report: 2003-05-21

Reporting Person: KATZFEY CHARLES R (Group Vice President)

Footnotes

F1: This total includes 829.1209 units of Modine common stock indirectly held in the registrant's Modine 401(k) Retirement Plan account, 1,187.8632 units of Modine common stock indirectly held in the registrant's Modine Deferred Compensation Plan account and 8,321.174 shares indirectly held in the registrant's Modine Employee Stock Ownership Plan account. It also includes 4,395 shares of Modine common stock in a brokerage account.

F2: These units of Modine common stock were purchased on 5/21/03 into the registrant's Modine Deferred Compensation Plan account.