Registration No.

                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549

                               FORM S-8

        REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                     MODINE MANUFACTURING COMPANY
                     ----------------------------
          (Exact name of issuer as specified in its charter)


          Wisconsin                                    39-0482000
---------------------------------                --------------------
(State of other jurisdiction of                   (IRS Employer
incorporation or organization)                    Identification No.)


          1500 DeKoven Avenue, Racine, Wisconsin   53403-2552
          ---------------------------------------------------
          (Address of Principal Executive Offices) (Zip Code)


     Modine Manufacturing Company 2002 Incentive Compensation Plan
     -------------------------------------------------------------
                       (Full title of the plan)


 D. R. Zakos, Secretary, 1500 DeKoven Avenue, Racine, Wisconsin 53403
 --------------------------------------------------------------------
                (Name and address of agent for service)


                            (262) 636-1200
                            --------------
     (Telephone number, including area code, of agent for service)

                    Calculation of Registration Fee
----------------------------------------------------------------------------
                                  Proposed      Proposed
 Title of                          Maximum       Maximum
Securities           Amount        Offering     Aggregate       Amount of
  to be              to be        Price Per      Offering      Registration
Registered         Registered       Share         Price            Fee
----------         ----------       -----         -----            ---
Common Stock
$0.625 par value    3,000,000
                     shares        $20.69*     $62,070,000*    $5,710.44

*  The "Proposed Maximum Offering Price Per Share" and "Proposed Maximum
   Aggregate Offering Price" are based upon $20.69 per share, the
   closing price at which such stock was sold on July 16, 2002.

              An Exhibit Index appears at Page 10 herein.

                             Page 1 of 20

<PAGE>
                                PART I

                              THE COMPANY

     Modine Manufacturing Company, a Wisconsin corporation, maintains
its principal offices at 1500 DeKoven Avenue, Racine, Wisconsin 53403-
2552, telephone no. (262) 636-1200.

     MODINE MANUFACTURING COMPANY 2002 INCENTIVE COMPENSATION PLAN

     This registration statement pertains to 3,000,000 shares of the
Common stock, $0.625 par value, of Modine Manufacturing Company
pursuant to the Modine Manufacturing Company 2002 Incentive
Compensation Plan (the "Plan").  The Plan was approved by the
shareholders of Modine Manufacturing Company (the "Company") on
July 17, 2002.

     The Officer Nomination and Compensation Committee (the
"Committee") of the Board of Directors will administer the 2002
Incentive Compensation Plan (the "Plan").  The Committee is comprised
of two or more Directors, all of whom are "disinterested persons" as
that term is defined in Rule 16b-3 of the Securities and Exchange
Commission and "outside Directors" for purposes of Section 16(m) of the
Internal Revenue Code of 1986, as amended by the 1993 Omnibus Budget
Reconciliation Act ("OBRA").  The Committee is authorized to interpret
the 2002 Plan; establish and amend the rules for its administration;
determine which key employees shall be granted options and/or other
benefits, the number of shares and the type of options and/or other
benefits to be granted to each employee; and amend the 2002 Plan
subject to the terms and conditions contained therein.  However, no
amendment of the 2002 Plan shall, without approval of the stockholders
of the Company:  (1) increase the total number of shares which may be
issued or increase the amount or type of benefits that may be granted;
(2) change the minimum purchase price, if any, of shares of common
stock which may be made subject to benefits; or (3) modify the
requirements as to eligibility for benefits.  The 2002 Plan provides
that no employee may receive more than 150,000 shares in any one year.
It is expected that the Committee will make these determinations on the
basis of the person's responsibilities and present and potential
contributions to the success of the Company.  Among those who may
qualify as recipients of options and/or related benefits will be
officers and other key employees of the Company and its majority owned
subsidiaries.  Stock-based or cash benefits ("Benefit(s)") under the
2002 Plan may be granted, awarded, or paid in any one or a combination
of stock purchase agreements, stock awards, stock options (incentive
stock options and non-qualified stock options), stock appreciation
rights, restricted stock, performance unit plans, performance share
plans, book value stock plans, and annual stock or cash incentive
plans.  There is reserved for issue under the 2002 Plan an aggregate of
3,000,000 shares of common stock, of which no more than twenty-five
percent will be restricted stock.  The aggregate amount is subject to
proportionate adjustments for stock dividends, stock splits, and
similar changes.  In the event the Company at any time changes the
number of issued shares of common stock without new consideration to
the Company (by way of stock dividends, stock splits, or similar
transactions), the total number of shares reserved for issuance under
the Plan and the number of shares covered by each outstanding Benefit
will be adjusted so that the aggregate consideration payable to the
Company, if any, and the value of each such Benefit will not be
<PAGE>
changed.  In the event of a proposed reorganization, sale, merger,
consolidation, dissolution, or liquidation of the Company, outstanding
Benefits may also contain provisions for their continuation,
acceleration, immediate vesting, or other equitable adjustments, unless
otherwise provided by the Board or Committee.  The Board or Committee
has the right to substitute or assume Benefits in connection with
mergers, reorganizations, separations, or other transactions; provided
such substitutions and assumptions are permitted by applicable
provisions of the Internal Revenue Code and Regulations promulgated
thereunder.  The number of shares reserved for the 2002 Plan may be
increased by the corresponding number of options and other Benefits
assumed and, in the case of a substitution, by the net increase and
number of shares subject to options or other Benefits before and after
the substitution.  Benefits (other than non-qualified stock options)
are not transferable other than by will or the laws of descent and
distribution, or pursuant to a qualified domestic relations order; non-
qualified stock options may be assignable or transferable to or for the
benefit of a member of the employee's family.  No stock options or other
Benefits included in the 2002 Plan may be granted after July 17, 2012.

     This Registration Statement applies to newly issued shares and
treasury Common Shares of the Company registered for purchase under the
Plan.  Purchases by the Plan of Common Stock may be from the Company or
from the open market.

     Documents containing the information specified in Part I of Form
S-8 will be sent or given to participants eligible to participate in the
Plan by the Company as specified by Rule 428(b)(1), 17 C.F.R. Section
230.428(b)(1).

                                PART II

Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------

     The following documents and all documents subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered have
been sold or which de-registers all securities then remaining unsold,
are hereby incorporated by reference from the date of filing of such
documents:

     1.   The Company's 2001-2002 Annual Report on Form 10-K; and

     2.   The Company's Definitive Proxy Statement for the 2002 Annual
          Meeting of Stockholders.

     3.   The description of the Modine common stock contained in its
          Form 10, filed with the Securities and Exchange Commission on
          May 1, 1935, including any amendment or report filed for the
          purpose of updating such description; and

     4.   The description of the Modine preferred stock purchase rights
          contained in its Form 8-A, filed with the Securities and
          Exchange Commission on November 18, 1986, as amended by its
          Form 8-A12G/A (Amendment No. 1), filed with the Securities
          and Exchange Commission on January 27, 1995, Form 8-A12G/A
          (Amendment No. 2), filed with the Securities and Exchange
<PAGE>
          Commission on December 20, 1996 and Form 8-A12G/A (Amendment
          No. 3), filed with the Securities and Exchange Commission on
          January 29, 1998.

     Note that the description of Modine common stock contained in its
Form 10, filed with the Securities and Exchange Commission on May 1,
1935, has been amended and supplemented by the description contained
under the caption "Description of Modine Common Stock" in the proxy
statement/prospectus which forms a part of the Registration Statement
on Form S-4, filed with the Securities and Exchange Commission on
March 7, 2001, as amended by its Form S-4/A (Amendment No. 1), filed
with the Securities and Exchange Commission on March 16, 2001, and as
further amended by a Post-Effective Amendment No. 1 on Form S-8, filed
with the Securities and Exchange Commission on May 1, 2001.


Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

     Certain provisions of the Wisconsin Business Corporation Law,
Chapter 180 of the Wisconsin Statutes ("WBCL"), provide that the
Company will indemnify the directors and officers of the Company and of
each subsidiary company against liabilities and expenses incurred by
such person by reason of the fact that such person was serving in such
capacity, subject to certain limitations and conditions set forth in
the WBCL.  The Company's By-laws also provide that the Company will
indemnify its directors and officers, and may indemnify any person
serving as a director or officer of another business entity at the
Company's request, to the extent permitted by the WBCL.

     It is the public policy of the State of Wisconsin, expressed in
Section 180.0859 of the WBCL, to require or permit indemnification and
allowance of expenses for any liability incurred in connection with a
proceeding involving federal or state statutory or administrative
regulation of the offer, sale of purchase of securities, provided the
applicable requirements for indemnification and allowance of expenses
are satisfied.

     The Company has purchased liability insurance policies which
indemnify the Company's directors and officers against loss arising
from claims by reason of their legal liability for acts of such
directors or officers, subject to limitations and conditions as set
forth in the policies.


Item 8.        Exhibits.
-------        ---------

   4(a)        Rights Agreement dated as of October 16,
               1986 between the Registrant and First
               Chicago Trust Company of New York (Rights
               Agent) (filed by reference to the
               Registrant's Annual Report on Form 10-K for
               the fiscal year ended March 31, 2002).

   4(b)(i)     Rights Agreement Amendment No. 1 dated as of
               January 18, 1995 between the Registrant and
               First Chicago Trust Company of New York
               (Rights Agent) (filed by reference to the
<PAGE>
               Registrant's Annual Report on Form 10-K for
               the fiscal year ended March 31, 2000).

   4(b)(ii)    Rights Agreement Amendment No. 2 dated as of
               January 18, 1995 between the Registrant and
               First Chicago Trust Company of New York
               (Rights Agent) (filed by reference to the
               Registrant's Annual Report on Form 10-K
               for the fiscal year ended March 31, 2000).

   4(b)(iii)   Rights Agreement Amendment No. 3 dated as of
               October 15, 1996 between the Registrant and
               First Chicago Trust Company of New York
               (Rights Agent) (filed by reference to the
               Registrant's Annual Report on Form 10-K for
               the fiscal year ended March 31, 2001).

   4(b)(iv)    Rights Agreement Amendment No. 4 dated as of
               November 10, 1997 between the Registrant and
               Norwest Bank Minnesota, N.A., [now known as
               Wells Fargo Bank Minnesota, N.A.] (Rights Agent)
               (filed by reference to the Registrant's Annual
               Report on Form 10-K for the fiscal year ended
               March 31, 2002).

   4(c)        Bank One Credit Agreement dated April 17,
               2002 (filed by reference to the Registrant's
               Annual Report on Form 10-K for the fiscal
               year ended March 31, 2002).

               Note:  The amount of long-term debt authorized
               ----
               under any instrument defining the rights of
               holders of long-term debt of the Registrant,
               other than as noted above, does not exceed ten
               percent of the total assets of the Registrant
               and its subsidiaries on a consolidated basis.
               Therefore, no such instruments are required
               to be filed as exhibits to this Form.  The
               Registrant agrees to furnish copies of such
               instruments to the Commission upon request.

  *5(a)        Opinion regarding legality of original
               issuance securities provided by von Briesen
               & Roper, S.C.

  15           Not Applicable.

 *23(a)        Consent of Independent Accountants, provided
               by PricewaterhouseCoopers LLP

 *23(b)        Consent of Counsel (included in Exhibit 5(a)).

  24           Not Applicable.

 *99           Official text of the Modine Manufacturing
               Company 2002 Incentive Compensation Plan.

* Filed herewith
<PAGE>
Item 9.   Undertakings.
          ------------

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

          (i)   to include any prospectus required by Section
                10(a)(3) of the Securities Act of 1933;

          (ii)  to reflect in the prospectus any facts or events
                arising after the effective date of the registration
                statement (or the most recent post-effective amendment
                thereof) which, individually or in the aggregate,
                represent a fundamental change in the information set
                forth in the registration statement; and

          (iii) to include any material information with respect to
                the plan of distribution not previously disclosed in
                the registration statement or any material change to
                such information in the registration statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
                              SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that is has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Racine, State of
Wisconsin, on the 17th day of July, 2002.


                              MODINE MANUFACTURING COMPANY


                              By:   D. R. JOHNSON
                                 ----------------------------------
                                   D. R. Johnson, Chairman and
                                     Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.


  D. R. JOHNSON                                   July 17, 2002
---------------------------------------           -------------
D. R. Johnson, Chairman and Chief                      Date
   Executive Officer and Director


  D. B. RAYBURN                                   July 17, 2002
---------------------------------------           -------------
D. B. Rayburn, President and Chief                     Date
   Operating Officer


  E. T. THOMAS                                    July 17, 2002
---------------------------------------           -------------
E. T. Thomas, Senior Vice President                    Date
   and Chief Financial Officer


  D. R. ZAKOS                                     July 17, 2002
---------------------------------------           -------------
D. R. Zakos, Vice President,                           Date
  General Counsel and Secretary


  R. J. DOYLE                                     July 17, 2002
---------------------------------------           -------------
R. J. Doyle, Director                                  Date


  F. P. INCROPERA                                 July 17, 2002
---------------------------------------           -------------
F. P. Incropera, Director                              Date



<PAGE>


  F. W. JONES                                     July 17, 2002
---------------------------------------           -------------
F. W. Jones, Director                                  Date


  D. J. KUESTER                                   July 17, 2002
---------------------------------------           -------------
D. J. Kuester, Director                                Date


  V. L. MARTIN                                    July 17, 2002
---------------------------------------           -------------
V. L. Martin, Director                                 Date


  G. L. NEALE                                     July 17, 2002
---------------------------------------           -------------
G. L. Neale, Director                                  Date


  M. C. WILLIAMS                                  July 17, 2002
---------------------------------------           -------------
M. C. Williams, Director                               Date


  M. T. YONKER                                    July 17, 2002
---------------------------------------           -------------
M. T. Yonker, Director                                 Date





























<PAGE>
                             EXHIBIT INDEX

                                                                Sequential
Description                                                       Page No.
-----------                                                     ----------

    4(a)       Rights Agreement dated as of October 16,
               1986 between the Registrant and First
               Chicago Trust Company of New York (Rights
               Agent) (filed by reference to the
               Registrant's Annual Report on Form 10-K
               for the fiscal year ended March 31,
               2002).

    4(b)(i)    Rights Agreement Amendment No. 1 dated
               as of January 18, 1995 between the
               Registrant and First Chicago Trust
               Company of New York (Rights Agent) (filed
               by reference to the Registrant's Annual
               Report on Form 10-K for the fiscal year
               ended March 31, 2000).

    4(b)(ii)   Rights Agreement Amendment No. 2 dated
               as of January 18, 1995 between
               the Registrant and First Chicago Trust
               Company of New York (Rights Agent) (filed
               by reference to the Registrant's Annual
               Report on Form 10-K for the fiscal year
               ended March 31, 2000).

    4(b)(iii)  Rights Agreement Amendment No. 3 dated
               as of October 15, 1996 between
               the Registrant and First Chicago Trust
               Company of New York (Rights Agent) (filed
               by reference to the Registrant's Annual
               Report on Form 10-K for the fiscal year
               ended March 31, 2001).

    4(b)(iv)   Rights Agreement Amendment No. 4 dated
               as of November 10, 1997 between the
               Registrant and Norwest Bank Minnesota,
               N.A., [now known as Wells Fargo Bank
               Minnesota, N.A.] (Rights Agent) (filed
               by reference to the Registrant's Annual
               Report on Form 10-K for the fiscal year
               ended March 31, 2002).

    4(c)       Bank One Credit Agreement dated April 17,
               2002 (filed by reference to the Registrant's
               Annual Report on Form 10-K for the fiscal
               year ended March 31, 2002).

               Note:  The amount of long-term debt
               ----
               authorized under any instrument defining
               the rights of holders of long-term debt
               of the Registrant, other than as noted
               above, does not exceed ten percent of the
               total assets of the Registrant and its
<PAGE>
                                                                Sequential
Description                                                       Page No.
-----------                                                     ----------

               subsidiaries on a consolidated basis.
               Therefore, no such instruments are
               required to be filed as exhibits to this
               Form.  The Registrant agrees to furnish
               copies of such instruments to the
               Commission upon request.

   *5(a)       Opinion regarding legality of original               12
               issuance securities provided by von
               Briesen & Roper, S.C.

   15          Not Applicable.

  *23(a)       Consent of Independent Accountants,                  13
               provided by PricewaterhouseCoopers
               LLP

  *23(b)       Consent of Counsel (included in                      12
               Exhibit 5(a)).

   24          Not Applicable.

  *99          Official text of the Modine Manufacturing            14
               Company 2002 Incentive Compensation Plan.


* Filed herewith

<PAGE>
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Registration No.

                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549

                               FORM S-8

        REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                     MODINE MANUFACTURING COMPANY
                     ----------------------------
          (Exact name of issuer as specified in its charter)

          Wisconsin                                    39-0482000
---------------------------------                --------------------
(State of other jurisdiction of                   (IRS Employer
incorporation or organization)                    Identification No.)

          1500 DeKoven Avenue, Racine, Wisconsin   53403-2552
          ---------------------------------------------------
          (Address of Principal Executive Offices) (Zip Code)

     Modine Manufacturing Company 2002 Incentive Compensation Plan
     -------------------------------------------------------------
                       (Full title of the plan)

 D. R. Zakos, Secretary, 1500 DeKoven Avenue, Racine, Wisconsin 53403
 --------------------------------------------------------------------
                (Name and address of agent for service)

                            (262) 636-1200
                            --------------
     (Telephone number, including area code, of agent for service)

                    Calculation of Registration Fee
----------------------------------------------------------------------------
                                  Proposed      Proposed
 Title of                          Maximum       Maximum
Securities           Amount        Offering     Aggregate       Amount of
  to be              to be        Price Per      Offering      Registration
Registered         Registered       Share         Price            Fee
----------         ----------       -----         -----            ---
Common Stock
$0.625 par value    3,000,000
                     shares        $20.69*     $62,070,000*    $5,710.44

*  The "Proposed Maximum Offering Price Per Share" and "Proposed Maximum
   Aggregate Offering Price" are based upon $20.69 per share, the
   closing price at which such stock was sold on July 16, 2002.

              An Exhibit Index appears at Page 10 herein.

                             Page 1 of 20
PART I

                              THE COMPANY

     Modine Manufacturing Company, a Wisconsin corporation, maintains
its principal offices at 1500 DeKoven Avenue, Racine, Wisconsin 53403-
2552, telephone no. (262) 636-1200.

     MODINE MANUFACTURING COMPANY 2002 INCENTIVE COMPENSATION PLAN

     This registration statement pertains to 3,000,000 shares of the
Common stock, $0.625 par value, of Modine Manufacturing Company
pursuant to the Modine Manufacturing Company 2002 Incentive
Compensation Plan (the "Plan").  The Plan was approved by the
shareholders of Modine Manufacturing Company (the "Company") on
July 17, 2002.

     The Officer Nomination and Compensation Committee (the
"Committee") of the Board of Directors will administer the 2002
Incentive Compensation Plan (the "Plan").  The Committee is comprised
of two or more Directors, all of whom are "disinterested persons" as
that term is defined in Rule 16b-3 of the Securities and Exchange
Commission and "outside Directors" for purposes of Section 16(m) of the
Internal Revenue Code of 1986, as amended by the 1993 Omnibus Budget
Reconciliation Act ("OBRA").  The Committee is authorized to interpret
the 2002 Plan; establish and amend the rules for its administration;
determine which key employees shall be granted options and/or other
benefits, the number of shares and the type of options and/or other
benefits to be granted to each employee; and amend the 2002 Plan
subject to the terms and conditions contained therein.  However, no
amendment of the 2002 Plan shall, without approval of the stockholders
of the Company:  (1) increase the total number of shares which may be
issued or increase the amount or type of benefits that may be granted;
(2) change the minimum purchase price, if any, of shares of common
stock which may be made subject to benefits; or (3) modify the
requirements as to eligibility for benefits.  The 2002 Plan provides
that no employee may receive more than 150,000 shares in any one year.
It is expected that the Committee will make these determinations on the
basis of the person's responsibilities and present and potential
contributions to the success of the Company.  Among those who may
qualify as recipients of options and/or related benefits will be
officers and other key employees of the Company and its majority owned
subsidiaries.  Stock-based or cash benefits ("Benefit(s)") under the
2002 Plan may be granted, awarded, or paid in any one or a combination
of stock purchase agreements, stock awards, stock options (incentive
stock options and non-qualified stock options), stock appreciation
rights, restricted stock, performance unit plans, performance share
plans, book value stock plans, and annual stock or cash incentive
plans.  There is reserved for issue under the 2002 Plan an aggregate of
3,000,000 shares of common stock, of which no more than twenty-five
percent will be restricted stock.  The aggregate amount is subject to
proportionate adjustments for stock dividends, stock splits, and
similar changes.  In the event the Company at any time changes the
number of issued shares of common stock without new consideration to
the Company (by way of stock dividends, stock splits, or similar
transactions), the total number of shares reserved for issuance under
the Plan and the number of shares covered by each outstanding Benefit
will be adjusted so that the aggregate consideration payable to the
Company, if any, and the value of each such Benefit will not be
changed.  In the event of a proposed reorganization, sale, merger,
consolidation, dissolution, or liquidation of the Company, outstanding
Benefits may also contain provisions for their continuation,
acceleration, immediate vesting, or other equitable adjustments, unless
otherwise provided by the Board or Committee.  The Board or Committee
has the right to substitute or assume Benefits in connection with
mergers, reorganizations, separations, or other transactions; provided
such substitutions and assumptions are permitted by applicable
provisions of the Internal Revenue Code and Regulations promulgated
thereunder.  The number of shares reserved for the 2002 Plan may be
increased by the corresponding number of options and other Benefits
assumed and, in the case of a substitution, by the net increase and
number of shares subject to options or other Benefits before and after
the substitution.  Benefits (other than non-qualified stock options)
are not transferable other than by will or the laws of descent and
distribution, or pursuant to a qualified domestic relations order; non-
qualified stock options may be assignable or transferable to or for the
benefit of a member of the employee's family.  No stock options or other
Benefits included in the 2002 Plan may be granted after July 17, 2012.

     This Registration Statement applies to newly issued shares and
treasury Common Shares of the Company registered for purchase under the
Plan.  Purchases by the Plan of Common Stock may be from the Company or
from the open market.

     Documents containing the information specified in Part I of Form
S-8 will be sent or given to participants eligible to participate in the
Plan by the Company as specified by Rule 428(b)(1), 17 C.F.R. Section
230.428(b)(1).

                                PART II

Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------

     The following documents and all documents subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered have
been sold or which de-registers all securities then remaining unsold,
are hereby incorporated by reference from the date of filing of such
documents:

     1.   The Company's 2001-2002 Annual Report on Form 10-K; and

     2.   The Company's Definitive Proxy Statement for the 2002 Annual
          Meeting of Stockholders.

     3.   The description of the Modine common stock contained in its
          Form 10, filed with the Securities and Exchange Commission on
          May 1, 1935, including any amendment or report filed for the
          purpose of updating such description; and

     4.   The description of the Modine preferred stock purchase rights
          contained in its Form 8-A, filed with the Securities and
          Exchange Commission on November 18, 1986, as amended by its
          Form 8-A12G/A (Amendment No. 1), filed with the Securities
          and Exchange Commission on January 27, 1995, Form 8-A12G/A
          (Amendment No. 2), filed with the Securities and Exchange
Commission on December 20, 1996 and Form 8-A12G/A (Amendment
          No. 3), filed with the Securities and Exchange Commission on
          January 29, 1998.

     Note that the description of Modine common stock contained in its
Form 10, filed with the Securities and Exchange Commission on May 1,
1935, has been amended and supplemented by the description contained
under the caption "Description of Modine Common Stock" in the proxy
statement/prospectus which forms a part of the Registration Statement
on Form S-4, filed with the Securities and Exchange Commission on
March 7, 2001, as amended by its Form S-4/A (Amendment No. 1), filed
with the Securities and Exchange Commission on March 16, 2001, and as
further amended by a Post-Effective Amendment No. 1 on Form S-8, filed
with the Securities and Exchange Commission on May 1, 2001.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

     Certain provisions of the Wisconsin Business Corporation Law,
Chapter 180 of the Wisconsin Statutes ("WBCL"), provide that the
Company will indemnify the directors and officers of the Company and of
each subsidiary company against liabilities and expenses incurred by
such person by reason of the fact that such person was serving in such
capacity, subject to certain limitations and conditions set forth in
the WBCL.  The Company's By-laws also provide that the Company will
indemnify its directors and officers, and may indemnify any person
serving as a director or officer of another business entity at the
Company's request, to the extent permitted by the WBCL.

     It is the public policy of the State of Wisconsin, expressed in
Section 180.0859 of the WBCL, to require or permit indemnification and
allowance of expenses for any liability incurred in connection with a
proceeding involving federal or state statutory or administrative
regulation of the offer, sale of purchase of securities, provided the
applicable requirements for indemnification and allowance of expenses
are satisfied.

     The Company has purchased liability insurance policies which
indemnify the Company's directors and officers against loss arising
from claims by reason of their legal liability for acts of such
directors or officers, subject to limitations and conditions as set
forth in the policies.

Item 8.        Exhibits.
-------        ---------

   4(a)        Rights Agreement dated as of October 16,
               1986 between the Registrant and First
               Chicago Trust Company of New York (Rights
               Agent) (filed by reference to the
               Registrant's Annual Report on Form 10-K for
               the fiscal year ended March 31, 2002).

   4(b)(i)     Rights Agreement Amendment No. 1 dated as of
               January 18, 1995 between the Registrant and
               First Chicago Trust Company of New York
               (Rights Agent) (filed by reference to the
Registrant's Annual Report on Form 10-K for
               the fiscal year ended March 31, 2000).

   4(b)(ii)    Rights Agreement Amendment No. 2 dated as of
               January 18, 1995 between the Registrant and
               First Chicago Trust Company of New York
               (Rights Agent) (filed by reference to the
               Registrant's Annual Report on Form 10-K
               for the fiscal year ended March 31, 2000).

   4(b)(iii)   Rights Agreement Amendment No. 3 dated as of
               October 15, 1996 between the Registrant and
               First Chicago Trust Company of New York
               (Rights Agent) (filed by reference to the
               Registrant's Annual Report on Form 10-K for
               the fiscal year ended March 31, 2001).

   4(b)(iv)    Rights Agreement Amendment No. 4 dated as of
               November 10, 1997 between the Registrant and
               Norwest Bank Minnesota, N.A., [now known as
               Wells Fargo Bank Minnesota, N.A.] (Rights Agent)
               (filed by reference to the Registrant's Annual
               Report on Form 10-K for the fiscal year ended
               March 31, 2002).

   4(c)        Bank One Credit Agreement dated April 17,
               2002 (filed by reference to the Registrant's
               Annual Report on Form 10-K for the fiscal
               year ended March 31, 2002).

               Note:  The amount of long-term debt authorized
               ----
               under any instrument defining the rights of
               holders of long-term debt of the Registrant,
               other than as noted above, does not exceed ten
               percent of the total assets of the Registrant
               and its subsidiaries on a consolidated basis.
               Therefore, no such instruments are required
               to be filed as exhibits to this Form.  The
               Registrant agrees to furnish copies of such
               instruments to the Commission upon request.

  *5(a)        Opinion regarding legality of original
               issuance securities provided by von Briesen
               & Roper, S.C.

  15           Not Applicable.

 *23(a)        Consent of Independent Accountants, provided
               by PricewaterhouseCoopers LLP

 *23(b)        Consent of Counsel (included in Exhibit 5(a)).

  24           Not Applicable.

 *99           Official text of the Modine Manufacturing
               Company 2002 Incentive Compensation Plan.

* Filed herewith
Item 9.   Undertakings.
          ------------

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

          (i)   to include any prospectus required by Section
                10(a)(3) of the Securities Act of 1933;

          (ii)  to reflect in the prospectus any facts or events
                arising after the effective date of the registration
                statement (or the most recent post-effective amendment
                thereof) which, individually or in the aggregate,
                represent a fundamental change in the information set
                forth in the registration statement; and

          (iii) to include any material information with respect to
                the plan of distribution not previously disclosed in
                the registration statement or any material change to
                such information in the registration statement.

     (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that is has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Racine, State of
Wisconsin, on the 17th day of July, 2002.

                              MODINE MANUFACTURING COMPANY

                              By:   D. R. JOHNSON
                                 ----------------------------------
                                   D. R. Johnson, Chairman and
                                     Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

  D. R. JOHNSON                                   July 17, 2002
---------------------------------------           -------------
D. R. Johnson, Chairman and Chief                      Date
   Executive Officer and Director

  D. B. RAYBURN                                   July 17, 2002
---------------------------------------           -------------
D. B. Rayburn, President and Chief                     Date
   Operating Officer

  E. T. THOMAS                                    July 17, 2002
---------------------------------------           -------------
E. T. Thomas, Senior Vice President                    Date
   and Chief Financial Officer

  D. R. ZAKOS                                     July 17, 2002
---------------------------------------           -------------
D. R. Zakos, Vice President,                           Date
  General Counsel and Secretary

  R. J. DOYLE                                     July 17, 2002
---------------------------------------           -------------
R. J. Doyle, Director                                  Date

  F. P. INCROPERA                                 July 17, 2002
---------------------------------------           -------------
F. P. Incropera, Director                              Date
F. W. JONES                                     July 17, 2002
---------------------------------------           -------------
F. W. Jones, Director                                  Date

  D. J. KUESTER                                   July 17, 2002
---------------------------------------           -------------
D. J. Kuester, Director                                Date

  V. L. MARTIN                                    July 17, 2002
---------------------------------------           -------------
V. L. Martin, Director                                 Date

  G. L. NEALE                                     July 17, 2002
---------------------------------------           -------------
G. L. Neale, Director                                  Date

  M. C. WILLIAMS                                  July 17, 2002
---------------------------------------           -------------
M. C. Williams, Director                               Date

  M. T. YONKER                                    July 17, 2002
---------------------------------------           -------------
M. T. Yonker, Director                                 Date
EXHIBIT INDEX

                                                                Sequential
Description                                                       Page No.
-----------                                                     ----------

    4(a)       Rights Agreement dated as of October 16,
               1986 between the Registrant and First
               Chicago Trust Company of New York (Rights
               Agent) (filed by reference to the
               Registrant's Annual Report on Form 10-K
               for the fiscal year ended March 31,
               2002).

    4(b)(i)    Rights Agreement Amendment No. 1 dated
               as of January 18, 1995 between the
               Registrant and First Chicago Trust
               Company of New York (Rights Agent) (filed
               by reference to the Registrant's Annual
               Report on Form 10-K for the fiscal year
               ended March 31, 2000).

    4(b)(ii)   Rights Agreement Amendment No. 2 dated
               as of January 18, 1995 between
               the Registrant and First Chicago Trust
               Company of New York (Rights Agent) (filed
               by reference to the Registrant's Annual
               Report on Form 10-K for the fiscal year
               ended March 31, 2000).

    4(b)(iii)  Rights Agreement Amendment No. 3 dated
               as of October 15, 1996 between
               the Registrant and First Chicago Trust
               Company of New York (Rights Agent) (filed
               by reference to the Registrant's Annual
               Report on Form 10-K for the fiscal year
               ended March 31, 2001).

    4(b)(iv)   Rights Agreement Amendment No. 4 dated
               as of November 10, 1997 between the
               Registrant and Norwest Bank Minnesota,
               N.A., [now known as Wells Fargo Bank
               Minnesota, N.A.] (Rights Agent) (filed
               by reference to the Registrant's Annual
               Report on Form 10-K for the fiscal year
               ended March 31, 2002).

    4(c)       Bank One Credit Agreement dated April 17,
               2002 (filed by reference to the Registrant's
               Annual Report on Form 10-K for the fiscal
               year ended March 31, 2002).

               Note:  The amount of long-term debt
               ----
               authorized under any instrument defining
               the rights of holders of long-term debt
               of the Registrant, other than as noted
               above, does not exceed ten percent of the
               total assets of the Registrant and its
Sequential
Description                                                       Page No.
-----------                                                     ----------

               subsidiaries on a consolidated basis.
               Therefore, no such instruments are
               required to be filed as exhibits to this
               Form.  The Registrant agrees to furnish
               copies of such instruments to the
               Commission upon request.

   *5(a)       Opinion regarding legality of original               12
               issuance securities provided by von
               Briesen & Roper, S.C.

   15          Not Applicable.

  *23(a)       Consent of Independent Accountants,                  13
               provided by PricewaterhouseCoopers
               LLP

  *23(b)       Consent of Counsel (included in                      12
               Exhibit 5(a)).

   24          Not Applicable.

  *99          Official text of the Modine Manufacturing            14
               Company 2002 Incentive Compensation Plan.

* Filed herewith