1. Name and Address of Reporting Person* Rayburn, D. B.

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

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

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

Director

10% Owner

Officer (give title below)

Other (specify below)

President and Chief Executive Officer

Chairman

(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 12/3103/03

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

1/31/03

2,900

16.27

43,128.7681 (1) (2) (3)

Common Stock

1,560.5571

By 401(k)

(4) Includes 8,216.9954 shares owned thru the ESOP. (5) Includes 2,293.1554 Units owned thru the Modine 401(k) Retirement Plan. Each Unit consists of Modine common stock and cash components. (6) Includes 4,950.6173 Units owned thru the Modine Deferred Compensation Plan. Each Unit consists of Modine common stock and cash components.

Common Stock

17,139.7129

By ESOP

Common Stock

2,288

By Wife

Common Stock

74,798.71

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

$3018.0025

~~1/19/94~~

~~10,000~~

1/1920/ ~~1994~~1993

1/1920 ~~2004~~2003

Common Stock

1026,000

Options with tandem tax withholding rights

$2830.5000

~~1/18/95~~

~~11,000~~

1/1819/ ~~1995~~1994

1/~~18/~~19 ~~2005~~2004

Common Stock

1119,000

Options with tandem tax withholding rights

$2228.7550

~~1/17/96~~

~~15,000~~

1/~~17/~~18 ~~1996~~1995

1/1718/ ~~2006~~2005

Common Stock

1520,000

Options with tandem tax withholding rights

$2522.2575

~~1/15/97~~

~~15,000~~

1/1517/ ~~1997~~1996

1/1517/ ~~2007~~2006

Common Stock

1525,000

Options with tandem tax withholding rights

$3325.~~9375~~25

~~1/21/98~~

~~15,000~~

1/2115/ ~~1998~~1997

1/2115/ ~~2008~~2007

Common Stock

1525,000

Options with tandem tax withholding rights

$33.259375

~~1/20/99~~

~~20,000~~

1/2021/ ~~1999~~1998

1/2021/ ~~2009~~2008

Common Stock

2030,000

Options with tandem tax withholding rights

$2533.0025

~~1/19/00~~

~~25,000~~

1/1920/ ~~2000~~1999

1/~~19/~~20 ~~2010~~2009

Common Stock

2530,000

Options with tandem tax withholding rights

$~~23.~~25.00

~~1/17/01~~

~~25,000~~

1/1719/ ~~2001~~2000

1/1719/ ~~2011~~2010

Common Stock

2535,000

Options with tandem tax withholding rights

$2223.7825

~~1/16/02~~

~~40,000~~

1/1617/ ~~2002~~2001

1/1617/ ~~2012~~2011

Common Stock

4035,000

Options with tandem tax withholding rights

$1822.5378

~~1/06/03~~

~~22,400~~

1/0616/ ~~2003~~2002

1/0616/ ~~2013~~2012

Common Stock

2250,~~400~~000

Options with tandem tax withholding rights

$18.53

1/06/ 2003

1/06/ 2013

Common Stock

26,400

Phantom Stock (1)

1 for 1

(2)

768

(5)

Common Stock

768

(2)

Phantom Stock (1)

1 for 1

(3)

776

(5)

Common Stock

776

(3)

Phantom Stock (1)

1 for 1

(4)

1,421

(5)

Common Stock

1,421

(4)

Phantom Stock (1)

1 for 1

(5)

Common Stock

4,071(6)

Phantom Stock(1)

1 for 1

2/03/03

4,071

(7)

Common Stock

4,071

$16.20

Phantom Stock Units

1 for 1

2/03/03

5,326.2919

(8)

Common Stock

5,326.2919

Phantom Stock Units

1 for 1

(8)

Common Stock

13,186.0761(9)

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. B. Rayburn	January 31, 2003
		s/D. R. Johnson	February 5, 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~~

Name and Address of Reporting Person:

D. R. Johnson

Modine Manufacturing Company

1500 DeKoven Avenue

Racine, WI 53403

Issuer Name and Ticker or Trading Symbol:

Modine Manufacturing Company - MODI

Statement for Month/Date/Year:

2/03/03

⁽¹⁾This report excludes shares of phantom stock acquired pursuant to the Modine Manufacturing Company Executive Supplemental Stock Plan (the "Plan") prior to August 15, 1996, that were excludable from the definition of "derivative securities" pursuant to    former Rule 16a-1(c)(3) and remain outside the scope of Section 16.

⁽²⁾These shares of phantom stock were accrued under the Plan on various dates from August 15, 1996 through March 31, 1997 at prices ranging from $25.00 to $27.00 per share.

⁽³⁾These shares of phantom stock were accrued under the Plan on various dates during the fiscal year ended March 31, 1998 at prices ranging from $29.625 to $35.375 per share.

⁽⁴⁾These shares of phantom stock were accrued under the Plan on various dates during the fiscal year ended March 31, 1999 at prices ranging from $25.250 to $37.750 per share.

⁽⁵⁾The shares of phantom stock become payable in cash upon the reporting person's retirement or other termination of employment.

⁽⁶⁾Includes phantom shares acquired pursuant to a dividend reinvestment feature of the Plan in transactions exempt from Section 16 pursuant to Rule 16a-11.

⁽⁷⁾These shares of phantom stock are being settled in cash upon termination of the Plan.

⁽⁸⁾These phantom stock units were accrued under the Modine Manufacturing Company Non-Qualified Deferred Compensation Plan and are to be settled in cash following the    reporting person's retirement or other termination of employment.

⁽⁹⁾Includes phantom stock units acquired pursuant to a dividend reinvestment feature of the Modine Manufacturing Company Non-Qualified Deferred Compensation Plan in    transactions exempt from Section 16 pursuant to Rule 16a-11.

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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(Print or Type Responses)

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