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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 26, 2002

OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-1373

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  X   No ___

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

MODINE MANUFACTURING COMPANY

INDEX

				Page No.
PART I.		FINANCIAL INFORMATION
Item 1		Financial Statements
Consolidated Balance Sheets   December 26 and March 31, 2002
			3-4
Consolidated Statements of Earnings   For the Three Months Ended December 26, 2002 and 2001   and for the Nine Months Ended December 26, 2002 and 2001			5
Consolidated Condensed Statements Cash Flows - For the Nine   Months Ended December 26, 2002 and 2001			7
Notes to Consolidated Condensed Financial Statements			8-24
Item 2	Management's Discussion and Analysis of Results   of Operations and Financial Condition			24-30
Item 3	Quantitative and Qualitative Disclosure about   Market Risk			30-31
Item 4	Disclosure Controls and Procedures			31-32
PART II	OTHER INFORMATION
Item 1	Legal Proceedings			32-33
Item 2	Changes in Securities and Use of   Proceeds			33
Item 6	Exhibits and Reports on Form 8-K			33-34
Signatures				35-36
Section 302 Certificates				36-37

MODINE MANUFACTURING COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS
For the three months ended December 26, 2002 and 2001
For the nine months ended December 26, 2002 and 2001
(In thousands, except per-share amounts)
(Unaudited)

MODINE MANUFACTURING COMPANY
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
For the Nine Months Ended December 26, 2002 and 2001
(Unaudited)

2.      Significant accounting policies

	Percent-Owned
	December 26,	March 31,	March 31,
	2002	2002	2001
Radiadores Visconde, LTDA. (Brazil)	50%	50%	50%
Nikkei Heat Exchanger Company, Ltd. (Japan)	50%	50%	50%
Constuctions Mechiques Mota, S.A. (CMM) (France)	41.33%	41.33%	41.33%

       3.      Other income -- net

The computational components of basic and diluted earnings per share are as follows:

8.      Divestitures

The following table displays the components of the accrued restructuring liability:

    Restructuring Charges:

    Other closure costs were recorded on the financial statements as follows:

	(In thousands)
			Fiscal		Fiscal
			2002		2003		Total
Cost of Sales		$ 4,828		$ 2,695		$ 7,523
Selling, general and administrative		381		-		381
Other income - net		221		-		221
Total		$ 5,430		$ 2,695		$ 8,125

	Three months ended      December 26			Nine months ended        December 26
	2002	2001		2002	2001

Reported net earnings	$ 9,612	$ 1,252	$ 4,575	$ 18,299
Add-back goodwill amortization, net of tax	-	1,260	-	3,470
Adjusted net earnings	$ 9,612	$ 2,512	$4,575	$21,769
Reported basic earnings per share	$ .29	$ .04	$ .14	$ .55
Add-back goodwill amortization	-	.04	-	.11
Adjusted basic earnings per share	$ .29	$ .08	$ .14	$ .66
Reported diluted earnings per share	$ .29	$ .04	$ .14	$ .55
Add-back goodwill amortization	-	.04	-	.10
Adjusted diluted earnings per share	$ .29	$ .08	$ .14	$ .65

(In thousands)
	Original	Distributed	European
	Equipment	Products	Operations	Total

Balance, March 31, 2002	$ 20,344	$26,884	$ 5,741	$ 52,969
Impairment losses	-	(22,828)	-	(22,828	))
Fluctuations in foreign currency	-	(31)	986	955
Balance, December 26, 2002	$ 20,344	$ 4,025	$ 6,727	$ 31,096

(In thousands)
December 26, 2002			March 31, 2002
Gross Carrying Value		Accumulated Amortization		Gross Carrying Value	Accumulated Amortization

Patents and product technology	3,951	2,321	3,951	2,126
Non-compete agreements	2,182	2,095	2,182	2,007
Other intangibles		118		118
	201		189
Total	6,251	4,534	6,334	4,322
Unamortized Intangible Assets:
Pension Asset	-	83	-	-
	73	-	-	-
Total intangible assets	$ 6,334	$ 4,534	$ 6,407	$ 4,322

The aggregate amortization expense for the first nine months ended December 26, 2002 and December 26, 2001 were $288,000 and $592,000, respectively. Total estimated annual amortization expense expected for the fiscal years 2003 through 2007 are as follows:

11.    Financial Instruments

       Concentrations of Credit Risk

13.         Warranty Liability

14.    Segment data

15.    Shareholders Rights Plan

16.    Contingencies and Litigation

Item 2.    Management's Discussion and Analysis of Results of Operations and Financial Condition

The following discussion and analysis provides information that Management believes is relevant to an assessment and understanding of Modine's consolidated results of operations and financial condition. This discussion should be read in conjunction with the consolidated financial statements and notes thereto.

RESULTS OF OPERATIONS

Comparison of the Third Quarter of 2002-03 with the Third Quarter of 2001-02

Third quarter net sales of $272.0 million were 1.0% higher than the $269.3 million reported in the third quarter of last year. Sales were positively impacted by a stronger Euro in relation to the U.S. dollar by approximately $8.7 million when compared to the same quarter last year.

Revenues from the Original Equipment segment fell by 2.7% from the same quarter last year. Sales increases in the Original Equipment segment were positively impacted by increases in its Truck market. However, these results were more than offset by a revenue decline in the North American Off-Highway business and a modest decline in the North American Automotive market when compared to the third quarter of the prior year. Revenues recorded in the European operations segment increased by 11.4% from one year ago, and were positively impacted by a stronger Euro in relation to the U.S. dollar. The European automotive market recorded increases in revenues in local currency which were partially offset by declines in the European Heavy Duty market. In the Distributed Products segment, revenue declined 6.1%. Revenues for all markets served by this segment declined from one year ago.

Gross profit, exclusive of restructuring charges, as a percentage of sales, was 24.9%. This was a 0.5% increase as a percentage of sales from the 24.4% earned in the third quarter of the previous year. Higher gross margins were earned in the Original Equipment and European Operations segments, while a lower gross margin was reported in the Distributed Products segment. Improved margins in the European Automotive and Heavy Duty markets were offset partially by declines in the Electronic Cooling markets in the Distributed Products segment.

Selling, general and administrative expenses of $53.1 million decreased from the prior year's third quarter of $53.9 million. Excluding the $1.6 million of pretax goodwill amortization expenses recorded in the third quarter of the prior year, selling, general and administrative expenses would have increased $0.8 million or 1.6% over the same quarter one year ago. The larger items contributing to the change were planned increases in wages and fringe benefit costs.

Income from operations of $15.0 million increased by $11.7 million, or 356% over the same quarter last year. The Company's actual results in the prior year third quarter included $12.1 million of restructuring and other related closure costs, and $1.6 million of goodwill amortization expenses, partially offset by the reduction in workers' compensation reserves of $6.5 million. The current year's third quarter results included $0.7 million for restructuring and other related closure costs. Excluding these one-time charges, operating income would have increased from $10.5 million, or 3.9% of sales, in the third quarter of the prior year to $15.7 million, or 5.8% of sales in the third quarter of the current year.

Interest expense decreased 22.6%, or $0.4 million, while average outstanding debt levels decreased $48.9 million, or approximately 30.5%, from the same quarter one year ago. The continued reduction in debt used for working capital requirements was a major factor leading to the reduction in interest expense.

Net non-operating income decreased by $0.1 million from the same quarter one year ago. In the current year a $0.4 million gain was recorded in the third quarter of fiscal 2003 on the sale of the Knoxville facility. In addition, equity in affiliates earnings were down $0.6 million when compared to the third quarter in the prior year. The prior year's results included one-time closure costs totaling $0.2 million.

The provision for income taxes in the current quarter was $6.1 million compared to last years' third quarter expense of $2.4 million. The effective tax rate of 38.9% was reduced 26.9 percentage points from the prior year. There were a number of items contributing to the overall reduction recorded in the quarter. The major items included the absence of goodwill amortization expense recorded in the current year due to the adoption of SFAS No.142, non-deductible fees related to Thermacore acquisition costs recorded in the prior year, and tax-deductible dividends paid to the ESOP in the current year.

Net earnings for the quarter of $9.6 million were up when compared to last years' third quarter income of $1.3 million. Basic and diluted earnings per share were $0.29 for the current years' third quarter and $0.04 per share for the same quarter in the prior year. Return on average shareholders' equity was 7.4%.

Comparison of the First Nine Months of 2002-03 with the First Nine Months of 2001-02

Net sales for the first nine months of fiscal 2002-03 were $820.2 million, up 0.4% from the $816.8 million reported in the same period of last year. Sales were positively impacted by a stronger Euro in relation to the U.S. dollar by approximately $18.6 million when compared to the first nine months of last year.

Overall, changes in the Company's segment sales were mixed for the first nine months of the year. The European Operations segment declined by less than one percent in local currency from year-ago levels, but finished 6.2% higher in dollars due to the favorable currency translation impact of $16.0 million recorded in the first nine months of the year. In the Original Equipment segment, sales improved by 2.9%. Sales increases in the Original Equipment segment were positively impacted by sales increases primarily in the Automotive market. The Distributed Products segment weakened by 8.8%, with major factors being a very soft North American Aftermarket and the continued weakness in the computer and telecommunications markets.

Gross profit of 24.9% was up 0.1 percentage points from the first nine months of the previous year. Material, labor and overhead costs, as a percentage of sales, remained approximately the same as one year ago. Gross profits, in dollars, grew in the Original Equipment and European Operations segments by 8% and 22%, respectively, while declining in the Distributed Products segment by 9%.

Selling, general and administrative expenses of $164.8 million, or 20.1% of sales, declined by 0.2 percentage points when compared to the first nine months of last year. Excluding the $4.5 million of pretax goodwill amortization expenses recorded in the first nine months of the prior year, selling, general and administrative expenses would have increased $3.8 million or 2.3% over the same period one year ago. A number of expense categories contributed to the overall change from the prior year. The larger items contributing to the increase were planned increases in wages and fringe benefit costs.

Operating income at $41.4 million, or 5.0% of sales, compared to $28.4 million, or 3.5% of sales, in the nine months of the previous year was up 1.5 percentage points. The Company's actual results in the prior year included $12.1 million of restructuring and other related closure costs, $3.2 million of costs associated with the acquisition of Thermacore International, and $4.5 million of goodwill amortization expenses, partially offset by the reduction in workers' compensation reserves of $6.5 million. The current year's nine-month results included $1.0 million for restructuring and other related closure costs. Excluding these one-time charges, operating income would have only slightly increased from $41.7 million, or 5.1% of sales, in the prior year to $42.4 million, or 5.2% of sales in the current year.

Interest expense declined $1.5 million, or 24.4%, from the same nine month-period one year ago. Average outstanding debt levels for the nine months declined $42.5 million, or 25.1%, from the same period one year ago. The continued reduction in debt used for working capital requirements was a major factor leading to the reduction in interest expense.

Net non-operating income declined by $5.2 million from the same nine-month period one year ago. A $1.4 million reduction in royalty income related to the unfavorable decision received from the Japanese patent office Board of Appeals concerning Modine's PF patent technology in Japan last March, was responsible for a portion of the overall decline in non-operating income. The Company has received royalty payments from certain Japanese licensees in the current year and now believes that it will continue to receive royalty payments from certain Japanese licensees until the highest court decision on the PF patent validity is issued. The Company is currently holding discussions with the affected parties concerning varying interpretations of the license agreement provisions. In addition, a $1.7 million loss was recorded in the second quarter of fiscal 2003 on the sale of the Company's wholly-owned Canadian subsidiary and a $0.4 million gain was recorded in the third quarter of fiscal 2003 on the sale of the Knoxville facility. The current year also included $1.5 million net loss on the disposal of tooling and equipment. In the prior year, the Company had recorded a $0.9 million gain on the sale of an aftermarket warehouse facility located in Los Angeles, California. Equity in affiliates' earnings is down $0.7 million when compared to the prior year.

The effective tax rate on earnings before the cumulative effect of an accounting change of 36.3%, declined by 6.5 percentage points from the 42.8% reported in the prior year. The major items included the absence of goodwill amortization expense recorded in the current year due to the adoption of SFAS No.142, non-deductible fees related to Thermacore acquisition costs recorded in the prior year, the differential of foreign tax rates, and tax-deductible dividends paid to the ESOP in the current year.

Earnings, before the cumulative effect of the accounting change for goodwill impairment, were $26.3 million or $0.79 basic and $0.78 diluted earnings per share for the first nine months of the year. The goodwill impairment charge resulted in a $(0.65) and $(0.64) reduction to basic and diluted earnings per share, respectively. Net earnings for the first nine months of the current year, which include a $21.7 million after-tax charge for goodwill impairment reported as an accounting change, were $4.6 million, or $0.14 basic and $0.14 diluted earnings per share. This compares to net earnings of $18.3 million, or $0.55 basic and $0.55 diluted earnings per share, for the same nine-month period the year before.

Outlook for the Remainder of the Year

Modine reported a strong increase in its operating income and net earnings for the third quarter and will continue to execute on key business initiatives announced previously. On a pro forma basis, the Company expects fiscal year 2003 earnings to be modestly down from its fiscal 2002 results. Modine expects operating cash flow to remain strong and more than sufficient to meet funding requirements. These forward-looking statements regarding sales, earnings, and operations are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. See "Important Factors and Assumptions Regarding Forward-Looking Statements" attached hereto as Exhibit 99 and incorporated herein by reference.

FINANCIAL CONDITION

Comparison between December 26, 2002 and March 31, 2002

Current assets

Cash and cash equivalents of $90.4 million increased $15.0 million from the March 31, 2002 balance. Cash provided by operating activities, the proceeds from the sale of the Canadian business and other assets and the issuance of common stock during the nine months exceeded capital expenditures, debt reductions and the dividend payments, including the redemption of shareholders' rights in the second quarter.

Trade receivables of $156.7 million were down $5.8 million, or 3.6%, over year-end, primarily due to improved collections based on a management initiative to reduce the number of days sales that remain outstanding.

Inventory levels of $120.0 million decreased by $1.7 million from year-end. Factors influencing the change were seasonal fluctuations, reductions related to announced plant closures, offset partially by pre-builds for new program launches and the stronger Euro in relation to the U.S. dollar. The number of days of inventory on hand continues to improve due to management's continued focus on reducing inventory levels.

Deferred income taxes and other current assets declined by $7.2 million from year-end. The largest items contributing to the change were reductions in prepaid income tax assets, and payment received on a vendor warranty claim in Europe that reduced other receivables.

The current ratio decreased from 2.4 to 1 to 2.2 to 1. Net working capital decreased $10.7 million to $223.7 million. Major items influencing the change were reductions in trade receivables, inventories, deferred income taxes and other current assets, together with an increase in the current portion of long-term debt and increased accrued expenses and other current liabilities. These were offset in part by higher cash and cash equivalents and lower accounts payable.

Noncurrent assets

Net property, plant and equipment of $341.9 million increased by $1.5 million over year-end. Capital expenditures and foreign currency translation during the nine months were higher than depreciation and retirements. Expenditures for European technical center facilities, new programs for Automotive and Truck OEM customers, process and facility improvements, tooling for new products and other new equipment purchases were among the larger capital expenditures. Outstanding commitments for capital expenditures were $32.9 million at December 26, 2002. Over two-thirds of the commitments relate to Modine's European operations. Modine is continuing to expand in Europe, including the construction of a wind tunnel at the European headquarters in Bonlanden, Germany and a second manufacturing facility in Wackersdorf, Germany. The outstanding commitments will be financed through a combination of funds generated from operations and third-party borrowing as r equired.

Investments in unconsolidated affiliates of $21.4 million decreased by $3.6 million from year-end. Equity earnings of affiliates were $1.5 million for the first nine months of fiscal 2003. These earnings were more than offset by $5.1 million in net unfavorable currency translation effect from the Company's three equity investments. The largest currency translation change, a $5.9 million reduction in the current year, occurred at Modine's Brazilian joint venture company, Radiadores Visconde, Ltda. Smaller

favorable currency translation changes occurred at the Company's other two unconsolidated affiliates in the first nine months of fiscal 2003.

Goodwill decreased by $21.9 million. This decrease was the result of a $22.8 million transitional SFAS No. 142 impairment loss recorded in the Company's Aftermarket business and fluctuations in foreign currency exchange rates. Intangible assets decreased by $0.3, which is primarily amortization expense recorded in the first nine months of the current year.

Deferred charges and other noncurrent assets increased by $4.4 million. The net increase was primarily the result of continuing recognition of the surplus in Modine's overfunded pension plans and an increase in long-term deferred tax assets. The increase in deferred tax assets resulted mainly from foreign currency translation of balances recorded on European subsidiaries books.

Current Liabilities

Accounts payable of $77.9 million was $2.2 million lower than March 2002. Other current liabilities of $86.6 million were $10.8 million higher than in March 2002. Normal timing differences in the level of operating activity were responsible for changes in the various components. Accrued income taxes increased $0.6 million from timing differences in making estimated payments.

Debt

Outstanding debt decreased $37.4 million to $113.0 million from the March 2002 balance of $150.4 million. Domestic long-term debt decreased $31.7 million, which included a $40.0 million paydown on the revolving credit facility. The remaining change in domestic long-term debt of $8.3 million was primarily due to the increase in the dollar value of the Euro-denominated loans. European long-term debt decreased by $5.0 million, which included payments of $8.4 million offset by $3.4 million in currency translation due to the stronger Euro in relation to the U.S. dollar. Total short-term borrowing of $0.7 million has been paid.

Consolidated unused lines of credit increased $91.5 million to $143.7 since March 31, mainly due to the increased capacity of the new $150.0 million credit facility obtained in April 2002. Domestically, Modine's unused lines of credit were $126.0 million. Foreign unused lines of credit were $17.7 million. Total debt as a percentage of shareholders' equity decreased from 29.1% to 21.8%.

Shareholders' Equity

Total shareholders' equity increased by $3.3 million to a total of $519.3 million. Retained earnings declined by $8.7 million. Retained earnings included $4.6 million net earnings (after the accounting change) reported year-to-date, $13.0 million in dividend payments, including payments to terminate the shareholders rights plan, and losses arising from treasury stock transactions totaling $0.3 million. Net favorable foreign currency translation of $8.3 million was reported as the U.S. dollar weakened against the Euro while the Brazilian Real weakened against the U. S. dollar during the first nine months. Also favorably impacting shareholders' equity was an increase in paid-in capital and common stock of $3.1 million. This increase resulted from the issuance of common stock used to satisfy stock option exercises and employee stock plans requirements. Also recognized in paid-in capital were the associated tax benefits resulting from the stock option exercises.

Environmental

Please see Footnote 16 to the Notes to Consolidated Financial Statements (unaudited) herein.
Liquidity

Future operating and capital-expenditure needs of the Company are expected to be generated primarily through a combination of internally generated funds and external financing arrangements. The Company believes that its internally generated liquidity, together with access to external resources, will be sufficient to satisfy existing commitments and future plans. In addition, the Company believes that it is positioned to provide necessary financial resources to take advantage of potential strategic business opportunities that may arise within fiscal 2003. In April 2002, Modine entered into a new $150.0 million multi-currency, revolving credit facility. At December 26, 2002, $126.0 million is available.

Pension and Other Postretirement Plan Outlook

We use several key assumptions to determine our obligation, funding requirements and expense under defined benefit retirement plans. These key assumptions currently include the long-term estimated rate of return on plan assets of 9% and an interest rate of 7.5% used to discount the pension obligations. In addition, we consider the market-related value of pension fund assets. Our assumptions were last revised at the December 2001 valuation date as reported in the fiscal 2002 annual report. Long-term interest rates, which are used to determine the discount rate, have declined in calendar 2002. In addition, the rate of return on pension plan assets has decreased because higher returns on fixed income security portfolios have not offset negative returns on equity security portfolios. Due to these changes, we believe that an increase will occur in the amount of our pension obligation, as well as our future pension expense, when we make our next determination. The assumptions that will be used to determine our pension obligation at December 31, 2002 valuation date and the expense for the fiscal year 2004 will be finalized in March 2003.

Our international defined benefit plans cover substantially fewer employees and the impact of changes in key assumptions would not be of the same magnitude as for the domestic-based plans. No estimates from changes to assumptions have been determined for these plans. The ultimate impact on our financial condition and results of operations will depend on the assumptions actually used.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business, Modine is subject to market exposure from items including changes in foreign exchange rates, interest rates, credit risk, economic risk and commodity price risk.

Foreign Currency Risk

Modine is subject to the risk of changes in foreign currency exchange rates due to its operations in foreign countries. Modine has manufacturing facilities in Mexico, Taiwan, and throughout Europe. It also has equity investments in companies located in France, Japan and Brazil. Modine sells and distributes its products throughout the world. As a result, the Company's financial results could be significantly affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which the Company manufactures, distributes and sells it products. The Company's operating results are primarily exposed to changes in exchange rates between the U. S. dollar and the European currencies, primarily the Euro. Changes in foreign currency exchange rates for the Company's foreign subsidiaries reporting in local currencies are generally reported as a component of shareholders' equity. The Company's other comprehensive loss decreased by $8.3 million for the nine months ended December 26, 2002 and increased by $9.1 million and $2.3 million for the twelve months ended March 31, 2002 and March 31, 2001, respectively. As of December 26, 2002, March 31, 2002 and 2001, the company's foreign subsidiaries had net current assets (defined as current assets less current liabilities) subject to foreign currency translation risk of $66.4 million, $58.9 million and $62.5 million, respectively. The potential decrease in the net current assets from a hypothetical 10% adverse change in quoted foreign currency exchange rates would be approximately $6.6 million, $5.9 million and $6.3 million, respectively. This sensitivity analysis presented assumes a parallel shift in foreign currency exchange rates. Exchange rates rarely move in the same direction. This assumption may overstate the impact of changing exchange rates on individual assets and liabilities denominated in a foreign currency.

The Company has certain foreign denominated long-term debt obligations that are sensitive to foreign currency exchange rates. The following table presents the future principal cash flows and weighted average interest rates by expected maturity dates. The fair value of long-term debt is estimated by discounting the future cash flows at rates offered to the Company for similar debt instruments of comparable maturities. The carrying value of the debt approximates fair value.

Interest Rate Risk
Modine's interest rate risk policies are designed to reduce the potential volatility of earnings that could arise from changes in interest rates. The Company utilizes a mixture of debt maturities together with both fixed-rate and floating-rate debt to manage its exposure to interest rate variations related to its borrowings. The Company has not entered into any interest rate derivative instruments. The following table presents the future principal cash flows and weighted average interest rates by expected maturity dates. The fair value of long-term debt is estimated by discounting the future cash flows at rates offered to the company for similar debt instruments of comparable maturities. The carrying value of the debt approximates fair value.

Credit Risk
Credit risk is the possibility of loss from a customer's failure to make payment according to contract terms. The Company's principal credit risk consists of outstanding trade receivables. Prior to granting credit, each customer is evaluated, taking into consideration the borrower's financial condition, past payment experience and credit information. After credit is granted the Company actively monitors the customer's financial condition and developing business news. Approximately 48% of the trade receivables balance at December 26, 2002 was concentrated in Company's top ten customers. Modine's history of incurring credit losses from customers has not been material.

Economic Risk
Economic risk is the possibility of loss resulting from economic instability in certain areas of the world. The Company is continuing to monitor economic conditions in Brazil and the effect on Company's equity investment in it's 50% owned affiliate. Year-to-date, the exchange rate between the U.S. dollar and the Brazilian real has declined by more than 50%. The Company will continue to assess Brazil's economic and political stability to determine if any future actions or investment write-downs are warranted. The Company is also continuing to monitor the economic conditions in the United States and globally resulting from potential future conflicts with Iraq and/or other areas throughout the world.

Commodity Price Risk
The Company is dependent upon the supply of certain raw materials in the production process and has from time to time entered into firm purchase commitments for copper and aluminum alloy. The Company does not use forward contracts to hedge against changes in certain specific commodity prices of the purchase commitments outstanding.

Item 4. Disclosure Controls and Procedures

Within the 90 days prior to the date of this report ("Evaluation Date"), the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's President and Chief Executive Officer and Corporate Controller and Acting Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as defined in Exchange Act Rules 13a-14 and 15d-14. Based upon that evaluation, the President and Chief Executive Officer and Corporate Controller and Acting Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in the Company's periodic SEC filings. Since the Evaluation Date, there have not been any significant changes in the internal controls of the Company, or in other factors that could significantly affect these controls subsequent to the Evaluation Date .

PART II. OTHER INFORMATION

Item 1.   Legal Proceedings.

In the normal course of business, Modine and its subsidiaries are named as defendants in various lawsuits and enforcement proceedings by private parties, the Occupational Safety and Health Administration, the Environmental Protection Agency, other governmental agencies, and others in which claims, such as personal injury, property damage, or antitrust and trade regulation issues, are asserted against Modine. Modine is also subject to other liabilities that arise in the ordinary course of its business. Many of the pending damages claims are covered by insurance and when appropriate Modine accrues for uninsured liabilities. While the outcomes of these matters, including those discussed below, are uncertain, Modine does not expect that any unrecorded liabilities that may result from these matters is reasonably likely to have a material effect on Modine's liquidity, financial condition or results of operations.

       The Mitsubishi and Showa Litigation

Over the last 10 years Modine and Showa Denko (and Mitsubishi Motors in some cases) have instituted various lawsuits and legal proceedings against each other pertaining to Modine's PF® Parallel Flow Technology and Showa's SC condenser. On July 14, 2000, Modine and Showa reached a settlement and license agreement. The Agreement calls for cross-licensing of these technologies between the parties. As a result of the agreement and another with Mitsubishi Heavy Industries, Modine received, in the first and second quarters of fiscal 2001, payments totaling $17 million representing partial settlement for past infringement of Modine's PF technology. In March 2002, Modine received an unfavorable decision from the Japanese patent office Board of Appeals, and reported that by agreement it would no longer receive royalty payments from Showa Denko in Japan related to its PF technology. Since July 2000, Modine has been receiving royalty payments from certain Japanese competitors related to its PF patents (which expire in 2006), because the Company filed notice of its appeal of the March 2002 ruling with the Tokyo High Court. As a result, the Company believes the reduction to royalty income to be reported in fiscal 2003 may be less than originally detailed in Note 22 to the Annual Report. Since this ruling does not affect Modine's royalty income outside of Japan, Modine will continue to collect royalties for PF products where its patents have been upheld.

Other: In February 2000, Modine filed a complaint against Delphi Automotive Systems Corporation in the U.S. District Court in Milwaukee, Wisconsin, alleging infringement of its PF patent. This litigation is presently in the discovery phase. In Europe, PF patent infringement litigation is pending against Behr, Delphi, and Valeo.

Under the rules of the Securities and Exchange Commission, certain environmental proceedings are not deemed to be ordinary or routine proceedings incidental to the Company's business and are required to be reported in the Company's annual and/or quarterly reports. The Company is not currently a party to any such proceedings, except as otherwise reported in Note 16 to the Notes to Consolidated Financial Statements (unaudited) herein.

Other previously reported legal proceedings have been settled or the issues resolved so as to not merit further reporting.

Item 2. Changes in Securities and use of proceeds.

On July 19, 2002 the Company's Board of Directors elected to terminate the Company's Shareholder Rights Agreement. The plan was terminated by redeeming the rights that were issued under the Company's 1986 Shareholder Rights Agreement. Please see Footnote 14 to the Notes to Consolidated Financial Statements (unaudited) herein.

Item 6. Exhibits and Reports on Form 8-K.

     (a)   Exhibits:

The following exhibits are included for information only unless specifically incorporated by reference in this report:

Reference Number
per Item 601 of
Regulation S-K                                                                                          Page

        3            Restated By-Laws (as amended) (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 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.

Reference Number
per Item 601 of
Regulation S-K                                                                                                Page

      99*            Important Factors and Assumptions Regarding                                  34
                      Forward-Looking Statements.

      99.1*          Section 906 Certification by President and Chief                                 35
                      Executive Officer

      99.2*          Section 906 Certification by Acting Chief                                        36
                      Financial Officer

*Filed herewith.

       (b)     Reports on Form 8-K:

The Company filed two reports on Form 8-K, described as follows:

1.      Dated January 16, 2003 to report Third Quarter Results.

2.      Dated January 16, 2003 to report the promotion of David B. Rayburn to President and Chief          Executive Officer and his election to the Board of Directors.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




                                              MODINE MANUFACTURING COMPANY
                                              (Registrant)


                                            By:  s/R. S. Bullmore                        
                                                R. S. Bullmore, Corporate Controller and
                                                   and Acting Chief Financial Officer
                                                   (Principal Financial Officer)


Date: February 7, 2003                     By: s/ D. R. Zakos                          
                                                D. R. Zakos, Vice President, General
                                                   Counsel and Secretary


SECTION 302 CERTIFICATION

I, D. B. Rayburn, President and Chief Executive Officer, certify that:

I have reviewed this quarterly report on Form 10-Q of Modine Manufacturing Company;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: February 7, 2003



  s/D. B. Rayburn                        
D. B. Rayburn
President and Chief Executive Officer

SECTION 302 CERTIFICATION

I, R. S. Bullmore, Corporate Controller and Acting Chief Financial Officer, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Modine Manufacturing Company;

2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.  The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.  The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: February 7, 2003



  s/R. B. Bullmore                   
R. S. Bullmore
    Corporate Controller and
    Acting Chief Financial Officer