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 * FAHL GARY A   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) VP,Environm.,Safety & Security (Last) (First) (Middle) 3. Date of Earliest Transaction (Month/Day/Year) 08/17/2005 (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 08/17/2005   S   1,274.904 (2) D $ 41.6839 13,286.0505 (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

$ 24.6497

01/15/1997

01/15/2007

Modine common stock

3,073

3,073 (3)

D

Employee stock option

$ 33.1306

01/21/1998

01/21/2008

Modine common stock

4,098

4,098 (4)

D

Employee stock option

$ 32.4594

01/20/1999

01/20/2009

Modine common stock

5,122

5,122 (5)

D

Employee stock option

$ 24.4056

01/19/2000

01/19/2010

Modine common stock

5,121

5,121 (6)

D

Employee stock option

$ 22.2384

01/16/2002

01/16/2012

Modine common stock

6,146

6,146 (7)

D

Employee stock option

$ 28.4764

01/20/2004

01/20/2014

Modine common stock

4,916

4,916 (8)

D

Employee stock option

$ 30.8194

01/18/2005

01/18/2015

Modine common stock

4,261

4,261 (9)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FAHL GARY A			VP,Environm.,Safety & Security

Signatures

/s/D. R. Zakos, Attorney-in-Fact for G. A. Fahl		08/17/2005
**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 1,171.3881 units of Modine common stock indirectly held in the Registrant's Modine 401(k) Retirement Plan account and 3,731.2252 units of Modine common stock indirectly held in the Registrant's Modine Stock Fund account.
(2)	Registrant disposed of 1,274.9040 units of common stock indirectly held in his Modine Stock Fund account (formerly known as ESOP) pursuant to a diversification election made under the Internal Revenue Code. The transaction was pursuant to an irrevocable commitment to sell made by the reporting person to the Modine Stock Fund trustee.
(3)	This option was previously reported as an option for 3,000 shares of common stock at an exercise price of $25.25 per share, but was adjusted to reflect the stock dividend declared by Modine on July 21, 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.
(4)	This option was previously reported as an option for 4,000 shares of common stock at an exercise price of $33.9375 per share. See footnote 3 for explanation.
(5)	This option was previously reported as an option for 5,000 shares of common stock at an exercise price of $33.2500 per share. See footnote 3 for explanation.
(6)	This option was previously reported as an option for 5,000 shares of common stock at an exercise price of $25.00 per share. See footnote 3 for explanation.
(7)	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 3 for explanation.
(8)	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 3 for explanation.
(9)	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 3 for explanation.

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