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 *
RAYBURN DAVID B
   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
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
3. Date of Earliest Transaction (Month/Day/Year)
07/27/2005
(Street)

 		 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 07/27/2005   A   24.451 A $ 38.1189 90,342.9557 (1) 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 options (right to buy) $ 22.2091             01/17/1996 01/17/2006 Modine common stock 15,365   15,365 (2) D  
Employee stock option (right to buy) $ 24.6497             01/15/1997 01/15/2007 Modine common stock 15,365   15,365 (3) D  
Employee stock option (right to buy) $ 33.1306             01/21/1998 01/21/2008 Modine common stock 15,366   15,366 (4) D  
Employee stock option $ 32.4594             01/20/1999 01/20/2009 Modine common stock 20,487   20,487 (5) D  
Employee stock option $ 24.4056             01/19/2000 01/19/2010 Modine common stock 25,608   25,608 (6) D  
Employee stock option $ 22.6972             01/17/2001 01/17/2011 Modine common stock 25,609   25,609 (7) D  
Employee stock option $ 22.2384             01/16/2002 01/16/2012 Modine common stock 40,974   40,974 (8) D  
Employee stock option $ 18.0894             01/06/2003 01/06/2013 Modine common stock 22,945   22,945 (9) D  
Employee stock option $ 28.4764             01/20/2004 01/20/2014 Modine common stock 30,730   30,730 (10) D  
Employee stock option $ 30.8194             01/18/2005 01/18/2015 Modine common stock 26,633   26,633 (11) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
RAYBURN DAVID B

 		   X     President and CEO  

Signatures

 /s/D. R. Zakos, Attorney-in-Fact for D. B. Rayburn   07/29/2005
**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 total includes 3,460.5203 units of Modine common stock indirectly held in the Registrant's Modine 401(k) Retirement Plan account, 6,809.7082 units of Modine common stock indirectly held in the Registrant's Modine Deferred Compensation Plan account and 7,329.0489 units of Modine common stock indirectly held in the Registrant's Modine Stock Fund account.
(2) This option was previously reported as an option for 15,000 shares of common stock at an exercise price of $22.75 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.
(3) This option was previously reported as an option for 15,000 shares of common stock at an exercise price of $25.25. See footnote 2 for explanation.
(4) This option was previously reported as an option for 15,000 shares of common stock at an exercice price of $33.9375. See footnote 2 for explanation.
(5) This option was previously reported as an option for $20,000 shares of common stock at an exercise price of $33.25. See footnote 2 for explanation.
(6) This option was previously reported as an option for 25,000 shares of common stock at an exercise price of $25.00. See footnote 2 for explanation.
(7) This option was previously reported as an option for 25,000 shares of common stock at an exercise price of $23.25. See footnote 2 for explanation.
(8) This option was previously reported as an option for 40,000 shares of common stock at an exercise price of $22.78. See footnote 2 for explanation.
(9) This option was previously reported as an option for 22,400 shares of common stock at an exercise price of $18.53. See footnote 2 for explanation.
(10) This option was previously reported as an option for 30,000 shares of common stock at an exercise price of $29.17. See footnote 2 for explanation.
(11) This option was previously reported an an option for 26,000 shares of common stock at an exercise price of $31.57. See footnote 2 for explanation.

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