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 *
KELSEY MARGARET C
   2. Issuer Name and Ticker or Trading Symbol
MODINE MANUFACTURING CO [MOD] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr.Counsel and Asst. Secretary
(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   0.1689 A $ 38.1189 9,986.9669 (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 option $ 25.1988             04/02/2001 04/02/2011 Modine common stock 3,073   3,073 (2) D  
Employee stock option $ 22.2384             01/16/2002 01/16/2012 Modine common stock 6,146   6,146 (3) D  
Employee stock option $ 18.0894             01/06/2003 01/06/2013 Modine common stock 3,442   3,442 (4) D  
Employee stock option $ 28.4764             01/20/2004 01/20/2014 Modine common stock 4,916   4,916 (5) D  
Employee stock option $ 30.8194             01/18/2005 01/18/2015 Modine common stock 4,261   4,261 (6) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KELSEY MARGARET C

 		       Sr.Counsel and Asst. Secretary  

Signatures

 /s/D. R. Zakos, Attorney-in-Fact for M. C. Kelsey   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 792.6488 units of Modine common stock indirectly held in the Registrant's Modine 401(k) Retirement Plan account and 321.3545 units of Modine common stock indirectly held in the Registrant's Modine Deferred Compensation Plan account.
(2) This option was previously reported as an option for 3,000 shares of common stock at an exercise price of $25.8125 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 6,000 shares of common stock at an exercise price of $22.78 per share. See footnote 2 for explanation.
(4) This option was previously reported as an option for 3,360 shares of common stock at an exercise price of $18.53 per share. See footnote 2 for explanation.
(5) This option was previously reported as an option for 4,800 shares of common stock at an exercise price of $29.17 per share. See footnote 2 for explanation.
(6) This option was previously reported as an option for 4,160 shares of common stock at an exercise price of $31.57 per share. See footnote 2 for explanation.

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