1. Name and Address of Reporting Person*

Johnson, D. R.

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

Officer (give
title below)

Other (specify
below)

Chairman & Chief Executive Officer

(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

1/06/03

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)

Racine WI 53403

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

1/06/03

16,600

-0-

⁽¹⁾

J⁽¹⁾

299.5582

⁽¹⁾

⁽²⁾

J⁽²⁾

1,809.2380

⁽²⁾

108,973.0542^(3)(4)(5)

Common Stock, $0.625 Par

2,288

By Wife

⁽¹⁾ The acquisition of 299.5582 shares were made from 4/1/02 thru 1/06/03 at prices ranging from $18.96 to $27.15 per share under the Modine Employee Stock Ownership Plan (ESOP), which Plan is a Rule 16b-3 Plan.
⁽²⁾ The reported securities of 1,809.2380 Modine Common Stock Fund Units (Modine Deferred Compensation Plan) were purchased from 4/1/02 thru 1/06/03 at prices ranging from $16.44 to $29.01 per Unit. Each Unit consists of Modine common stock and cash components.
⁽³⁾Includes 17,139.7129 shares owned thru the ESOP.
⁽⁴⁾ Includes 1,560.5571 Units owned thru the Modine 401(k) Retirement Plan. Each Unit consists of Modine common stock and cash components.
⁽⁵⁾ Includes 7,859.7842 Units owned thru the Modine Deferred Compensation Plan. Each Unit consists of Modine common stock and cash components.

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.	(Over) SEC 1474 (9-02)

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

$18.25

1/20/93

26,000

1/20/
1993

1/20
2003

Common Stock

26,000

Options with tandem tax withholding rights

$30.00

1/19/94

19,000

1/19/
1994

1/19
2004

Common Stock

19,000

Options with tandem tax withholding rights

$28.50

1/18/95

20,000

1/18
1995

1/18/
2005

Common Stock

20,000

Options with tandem tax withholding rights

$22.75

1/17/96

25,000

1/17/
1996

1/17/
2006

Common Stock

25,000

Options with tandem tax withholding rights

$25.25

1/15/97

25,000

1/15/
1997

1/15/
2007

Common Stock

25,000

Options with tandem tax withholding rights

$33.9375

1/21/98

30,000

1/21/
1998

1/21/
2008

Common Stock

30,000

Options with tandem tax withholding rights

$33.25

1/20/99

30,000

1/20/
1999

1/20
2009

Common Stock

30,000

Options with tandem tax withholding rights

$25.00

1/19/00

35,000

1/19/
2000

1/19/
2010

Common Stock

35,000

Options with tandem tax withholding rights

$23.25

1/17/01

35,000

1/17/
2001

1/17/
2011

Common Stock

35,000

Options with tandem tax withholding rights

$22.78

1/16/02

50,000

1/16/
2002

1/16/
2012

Common Stock

50,000

Options with tandem tax withholding rights

$18.53

1/06/03

26,400

1/06/
2003

1/06/
2013

Common Stock

26,400

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.

		s/D. R. Johnson	January 8, 2003

**	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).

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

FORM 4

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

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Check this box if no longer
subject to Section 16. Form 4 or
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(Print or Type Responses)

MODINE MANUFACTURING CO 4