~~FORM 4~~	~~UNITED~~FORM ~~STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~4	~~OMB APPROVAL~~	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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	OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response.........0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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	OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response. . .0.5 Filed By Romeo & Dye's Instant Form 4 Filerwww.section16.net
[ ]		Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
(Print or Type Responses)

1. Name and Address of Reporting Person* Possehl, Jr. R. W.(1)

2. Issuer Name and Ticker or Trading Symbol Modine Manufacturing Company - MODI

6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) V.P., Administration

1. Name and Address of Reporting Person* Thomas, E. T.

2. Issuer Name and Ticker or Trading Symbol Modine Manufacturing Company - MODI

6. Relationship of Reporting Person(s) to Issuer (Check all applicable)

(Last) (First) (Middle) Modine Manufacturing Company 1500 DeKoven Avenue

3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) ###-##-####

4. Statement for Month/Day/Year 11/07/02

Director

10% Owner

(Street) Racine, WI 53403

5. If Amendment, Date of Original (Month/Day/Year)

7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Officer (give title below)

Other (specify below)

(City) (State) (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

Former Sr. V.P, Chief Financial Officer

(Last) (First) (Middle) 3302 South Creek Drive - Apt 102

3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary) ###-##-####

4. Statement for Month/Day/Year 11/14/02

7. Individual or Joint/Group Filing (Check Applicable Line)

5. If Amendment, Date of Original (Month/Day/Year)

Form filed by One Reporting Person

(Street) Kentwood MI 48512

Form filed by More than One Reporting Person

(City) (State) (Zip)

Table I ¾ Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)

2. Trans- action Date (Month/ Day/ Year)

2A. Deemed Execution Date, if any (Month/ Day/ Year)

3. Trans- action 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. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Owner- ship (Instr. 4)

Code

Amount

(A) or (D)

Price

Common Stock, $0.625 Par

(1)

J(1)

181.5685

(1)

11/14/02

J(2)

1,223.6473

$20.111794

7,590.9765(1)(2)(3)(4)

(1) The reported securities of 181.5685 Modine Common Stock Fund Units (Modine Deferred Compensation Plan) were purchased from 4/1/02 thru 11/6/02 at prices ranging from $16.44 to $29.01 per Unit. Each Unit consists of Modine common stock and cash components. (2) Sale of 1,223.6473 Modine Common Stock Fund Units (Modine Deferred Compensation Plan) on November 14, 2002 at $20.111794 per unit. Each Unit consists of Modine common stock and cash components. (3) Includes 236.7269 shares owned thru the ESOP. (4) Includes 749.2496 Units owned thru the Modine 401(k) Retirement Plan. Each Unit consists of Modine common stock and cash components.

1. Title of Security (Instr. 3)	2. Trans- action Date (Month/ Day/ Year)	2A. Deemed Execution Date, if any (Month/Day/ Year)	3. Trans- action Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 & 5)			5. Amount of Securities Beneficially Owned Follow- ing Reported Transactions(s) (Instr. 3 & 4)	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
			Code	V	Amount	(A) or (D)	Price
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
Common Stock, $0.625 Par	11/07/02		M		5,749	A	$18.25	91,100.0451(2)	D
		Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		(Over) SEC 1474 (9-02)
Common Stock, $0.625 Par	11/07/02		F		5,235	D	$19.10	85,865.0451(3)	D
Common Stock, $0.625 Par	11/07/02		M		4,521	A	$18.25	90,386.0451(4)	D
Common Stock, $0.625 Par	11/07/02		F		4,319	D	$19.10	86,067.0451(5)	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number

FORM 4 (continued)

Table II ¾ Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative
Security
(Instr. 3)

2. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
   Security

3. Trans-
action
Date

(Month/
Day/
Year)

3A.
Deemed
Execution
Date, if
any

  (Month/
   Day/
  Year)

4. Trans-
    action
    Code
    (Instr.8)

5. Number of Deriv-
    ative Securities Ac-
    quired (A) or Dis-
    posed of (D)
    (Instr. 3, 4 and 5)

6. Date Exer-
    cisable and
    Expiration
    Date
    (Month/Day/
    Year)

7. Title and Amount of
Underlying Securities
(Instr. 3 and 4)

8. Price
    of
    Deriv-
    ative
    Secur-
    ity
    (Instr.
    5)

9. Number
   of deriv-
   ative
   Secur-
   ities
   Bene-
   ficially
   Owned
   Follow-
   ing
   Reported
   Trans-
   action(s)
   (Instr. 4)

10. Owner-
     ship
     Form of
     Deri-
     vative
     Security:
     Direct
     (D) or
     Indirect
     (I)
     (Instr. 4)

11. Nature
     of
     Indirect
     Benefi-
     cial
     Owner-
     ship
     (Instr. 4)

Code

(A)

(D)

Date
Exer-
cisable

Expira-
tion
Date

Title

Amount or
Number of
Shares

Options with tandem tax withholding rights

$32.9375

8/3/98

10,000

8/3/98

8/3/08

Common Stock

10,000

Options with tandem tax withholding rights

$33.25

1/20/99

15,000

1/20/99

1/20/2009

Common Stock

15,000

Options with tandem tax withholding rights

$25.00

1/19/00

15,000

1/19/00

1/19/2010

Common Stock

15,000

Options with tandem tax withholding rights

$22.78

1/16/02

20,000

1/16/02

1/16/2012

Common Stock

20,000

FORM 4 (continued) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

Explanation of Responses:
The plans under which these options were granted, which complies with Rule 16b-3, allows for the provision of tax withholding rights. The Reporting Person is a participant in the Modine Employee Stock Ownership Plan (ESOP), Modine Common Stock Fund Units and the Modine Manufacturing Company Pension Trusts. The entities (with the exception of the Modine Common Stock Fund) are also Reporting Persons pursuant to Section 16(a) and files separate statements. Shares held by the Reporting Person in the Plan or Trust are reported on this Statement and on statements filed by the Plan.


		E. T. Thomas	November 18, 2002

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations.	**Signature of Reporting Person	Date
	See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

1. Title of Derivative Security (Instr. 3)

2. Conver- sion or Exercise Price of Derivative Security

3. Trans- action Date (Month/ Day/ Year)

3A. Deemed Execution Date, if any (Month/ Day/ Year)

4. Trans- action Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 & 5)

6. Date Exercisable and Expiration Date (Month/Day/ Year)

7. Title and Amount of Underlying Securities (Instr. 3 & 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exer-cisable

Expira- tion Date

Title

Amount or Number of Shares

Options (right to buy) with tandem tax withholding right(6)

$18.25

11/07/02

10,000

1/20/1993

1/20/03

Common Stock

10,000

Options (right to buy) with tandem tax withholding right(7)

$30.00

1/19/94

5,000

1/19/94

1/19/04

Common Stock

5,000

Options (right to buy) with tandem tax withholding right(8)

$28.50

1/18/95

5,000

1/18/95

1/18/05

Common Stock

5,000

Options (right to buy) with tandem tax withholding right(9)

$22.75

1/17/96

6,000

1/17/96

1/17/06

Common Stock

6,000

Options (right to buy) with tandem tax withholding right(10)

$25.25

1/15/97

6,000

1/15/97

1/15/07

Common Stock

6,000

Options (right to buy) with tandem tax withholding right(11)

$33.9375

1/21/98

7,500

1/21/98

1/21/08

Common Stock

7,500

Options (right to buy) with tandem tax withholding right(12)

$33.25

1/20/99

7,500

1/20/99

1/20/09

Common Stock

7,500

Options (right to buy) with tandem tax withholding right(13)

$25.00

1/19/00

7,500

1/19/00

1/19/10

Common Stock

7,500

Options (right to buy) with tandem tax withholding right(14)

$23.25

1/17/01

7,500

1/17/01

1/17/11

Common Stock

7,500

Options (right to buy) with tandem tax withholding rights(15)

$22.78

1/16/02

10,000

1/16/02

1/16/12

Common Stock

10,000

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
					Page 2

Explanation of Responses: (1) The Reporting Person is a participant in the Modine Employee Stock Ownership Plan (ESOP), Modine Common Stock Fund Units and the Modine Manufacturing Company Pension Trusts. The entities (with the exception of the Modine Common Stock Fund) are also Reporting Persons pursuant to Section 16(a) and files separate statements. Shares held yb the Reporting Person in the Plan or Trust are reported on this Statement and on statements filed by the Plan.(2) Includes 26,190.0956 shares owned thru the ESOP Plan; includes 697.8894 units owned thru the Modine 401(k) Retirement Plan and 692.0601 units owned thru the Modine Deferred Compensation Plan (each unit consists of Modine common stock and cash components); and includes 2,730 shares owned thru a sefl-directed IRA.(3) See Footnote 2(4) See Footnote 2(5) See Footnote 2(6) The plans under which these options were granted, which complies with Rule 16b-3, allows for the provision of tax withholding rights.(7) The plans under which these options were granted, which complies with Rule 16b-3, allows for the provision of tax withholding rights.(8) The plans under which these options were granted, which complies with Rule 16b-3, allows for the provision of tax withholding rights.(9) The plans under which these options were granted, which complies with Rule 16b-3, allows for the provision of tax withholding rights.(10) The plans under which these options were granted, which complies with Rule 16b-3, allows for the provision of tax withholding rights.(11) The plans under which these options were granted, which complies with Rule 16b-3, allows for the provision of tax withholding rights.(12) The plans under which these options were granted, which complies with Rule 16b-3, allows for the provision of tax withholding rights.(13) The plans under which these options were granted, which complies with Rule 16b-3, allows for the provision of tax withholding rights.(14) The plans under which these options were granted, which complies with Rule 16b-3, allows for the provision of tax withholding rights.(15) The plans under which these options were granted, which complies with Rule 16b-3, allows for the provision of tax withholding rights.

By: /s/ R. W. POSSEHL, JR. R. W. Possehl, Jr. **Signature of Reporting Person 11/08/02 Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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