Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DOYLE RICHARD J
  2. Issuer Name and Ticker or Trading Symbol
MODINE MANUFACTURING CO [MOD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
10150 ABBOTTSHIRE VILLAGE PLACE
3. Date of Earliest Transaction (Month/Day/Year)
09/06/2005
(Street)

POWELL, OH 43065
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Modine common stock 09/06/2005   M   231 A $ 28.8669 0 D  
Modine common stock 09/06/2005   M   1,024 A $ 27.3343 0 D  
Modine common stock 09/06/2005   M   18,207 A $ 28.8669 0 D  
Modine common stock 09/06/2005   F   14,999 D $ 35.04 19,463 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee stock option $ 33.7407             07/15/1998 07/15/2008 Modine common stock 15,365   15,365 (1) D  
Employee stock option $ 27.3343 09/06/2005   M     1,024 07/19/2000 07/19/2010 Modine common stock 1,024 $ 27.3343 0 D  
Employee stock option $ 28.8669 09/06/2005   M     18,438 07/18/2001 07/18/2011 Modine common stock 18,438 $ 28.8669 0 D  
Employee stock option $ 29.7846             07/21/2004 07/21/2014 Modine common stock 18,438   18,438 (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DOYLE RICHARD J
10150 ABBOTTSHIRE VILLAGE PLACE
POWELL, OH 43065
  X      

Signatures

 /s/D. R. Zakos, Attorney-in-Fact for R. J. Doyle   09/07/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This option was previously reported as an option for 15,000 shares of common stock at an exercise price of $34.5625 per share, but was adjusted to reflect the stock dividend declared by Modine on July 21, 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.
(2) This option was previously reported as an option for 18,000 shares of common stock at an exercise price of $30.51 per share. See footnote 1 for further explanation.

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