[P ]     ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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

Registrant's telephone number, including area code (262) 636-1200


Securities Registered pursuant to Section 12(g) of the Act:

(Title of Class)

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 [P ] No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
Yes [P ]      No [  ]

Approximately 48% of the outstanding shares are held by non-affiliates. The aggregate market value of these shares was approximately $413,514,503 based on the market price of $25.05 per share on September 26, 2003, the last day of our most recently completed second fiscal quarter. Shares of common stock held by each executive officer and director and by each person known to beneficially own more than 5% of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. The determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares outstanding of the registrant's Common Stock, $0.625 par value, was 34,392,589 at June 10, 2004.

An Exhibit index appears at pages 18-20 herein.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents are incorporated by reference into the parts of this Form 10-K designated to the right of the document listed.

TABLE OF CONTENTS
MODINE MANUFACTURING COMPANY - FORM 10-K
FOR THE YEAR ENDED MARCH 31, 2004

General

Throughout this Report, the terms "Modine," the "Company" and/or the "Registrant" refer to Modine Manufacturing Company and consolidated subsidiaries.

Modine was incorporated under the laws of the State of Wisconsin on June 23, 1916.

Modine is an independent, worldwide leader in thermal management technology serving vehicular, industrial, commercial, electronic and building HVAC (heating, ventilating, air conditioning) markets. Modine develops, manufactures, and markets thermal management products, components and systems for use in various OEM (original equipment manufacturer) applications and for sale to the automotive aftermarket (as replacement parts) and to a wide array of building and other commercial markets. The primary markets consist of:

Our operations are organized on the basis of market categories or geographical responsibility, as follows:

The Company's three reportable segments offer a broad line of products that can be categorized generally as follows:

Our investment in research and development (R&D) has increased over 10% annually since fiscal 2000. R&D is an investment that pays off with technologies for our core markets such as exhaust gas recirculation (EGR). It's also an investment in our future, as our work with CO_2, fuel cell technologies and aluminum radiators shows. Federal emissions regulations are tightening fast and the time limits being set require that we react quickly. Modine is a leader in EGR technology and we have developed solutions that allow our customers to meet ever more strict government standards efficiently. Forthcoming regulations will require even more advanced technology, but through our proactive R&D, we are developing new technologies to keep our customers within federal and international guidelines and regulations well into the future.

We have made substantial investments in new, highly efficient plants and equipment along with state-of-the-art technical centers. All of these are critical to our strategy of generating growth through technological leadership. Our new expanded facilities in Wackersdorf, Germany and Hsinchu, Taiwan, increased our manufacturing capacity and flexibility and with our new wind tunnel, technical center and administration building in Bonlanden, Germany ensure better ongoing service for our European and Asian customers.

Finally, we continue to focus on increasing return on capital employed, reflecting our Value Based Management (VBM) strategy. Through VBM, capital is allocated to each business unit based on performance, and that performance is evaluated against a risk-adjusted target rate of return. All business units are measured using specific performance standards and they all must earn the right to grow through their performance. This focus also allows us to identify underperforming business units, and to pursue opportunities that will contribute to our earnings and returns.

During fiscal 2004, the Company achieved improved financial results and established a positive momentum thanks to our focus on enhancing capital performance and asset utilization. Notably, as an example of VBM in action, improvements in working capital have produced the lowest days sales outstanding level in several years, reducing it from 57 days and 52 days at the end of fiscal 2002 and 2003, respectively, to 49 days at the end of fiscal 2004. New manufacturing technologies such as our just-in-time and just-in-sequence production processes have assisted in allowing us to increase inventory turns to 7.2 turns in fiscal 2004 from 6.4 turns one year ago and just over 5.0 turns three years ago. Our focus on capital management and ability to generate strong cash flow allowed us to further reduce debt, bringing our total debt to capital (total debt plus shareholders' equity) ratio down to 13%, compared with 17% at the end of fiscal 2003 and over 30% four years ago. Over the last two years, by increasing o ur return on sales from 2.2% to 3.4% and using assets more efficiently to generate sales, we have ensured a better return on capital. We will not rest on this improvement, though. We are taking actions to enhance these returns into the future.

We maintain administrative organizations in two regions - North America and Europe - to facilitate financial and statutory reporting and tax compliance on a worldwide basis and to support the three business units.

We are located in the following countries:

The competitive landscape for Modine's core heat transfer products continues to change. We face increased competitive challenges from existing companies and the threat of new, low cost competitors (specifically from China) is very real.

The continuing globalization of the Company's OE customer base has led to the necessity of viewing our competitors on a global basis. In addition, the Company's customers are putting more and more pressure on their suppliers to lower prices, and are putting increasing emphasis on price in the quoting process.

The Company's traditional competitors, Behr, Denso, and Valeo are no longer regional players. Through acquisitions, joint ventures and organic growth, they have each established a world-wide presence. Furthermore, the Company faces a new form of competition as these companies expand their product offering; migrating from suppliers of components to suppliers of complete integrated systems. Some OEs have embraced this move, and awarded contracts based on the capability to provide integrated systems.

The Company also faces competition from two sources that have historically not been as significant as they are now. Former OE affiliates (in particular, Delphi and Visteon) are becoming more active as they are no longer constrained by an OE parent; and low cost manufacturers are gaining reputations, not only for price, but also quality and performance. Our positive results come not only from large volume business, but also from projects where we supply systems that incorporate components containing our proprietary intellectual property.

While the Company faces a fairly consistent set of competitors in its Original Equipment segment, the same does not hold true for the Distributed Products Segment. This is partially due to the fact that the Distributed Products segment is made up of three distinct business units: vehicular aftermarket products, electronics cooling products and commercial heating, ventilation, air conditioning and refrigeration ("CHVAC&R") products.

However, there are consistent competitive trends within these business units. The impact of increased competition from Asia, already present in the aftermarket and electronics cooling business units is becoming a bigger factor in CHVAC&R business unit. In addition, overcapacity at the supplier level, which leads to lower prices, is also a consistent trend in the Distributed Products Segment.

Modine is taking steps to address the competitive landscape in which we do business. The Company is committed to innovation, as demonstrated by our leading work in various thermal management technologies. In addition, Modine has placed even greater emphasis on utilizing consistent, benchmark manufacturing processes at its plants across the globe. This results in tighter quality control and more reliable product performance. The Company's innovation not only allows Modine to maintain its competitive edge, it also keeps our customers competitive. Modine also recognizes the role of low-cost country suppliers in the increasingly competitive global marketplace, and utilizes them when appropriate. We have consolidated manufacturing and distribution organizations, re-organized management structures, and rationalized product lines, particularly within our Aftermarket division. We have also tightened controls on capital. These actions have lead to improved operational metrics, and overall asset utilizat ion and financial performance. In addition, we have expanded our product offerings and increased our role as an integrated systems supplier, in order to differentiate Modine from other component suppliers and provide better value to our customers. We will continue to improve upon these efforts and introduce others to meet the anticipated demands presented by our competitive environment.

In fiscal 2004, Modine began a world-wide program for monitoring its environmental performance. Over the past year, Modine's North American locations recorded: a 10% decrease in fuel use, a 2% decrease in electricity use, and a 6% decrease in water use (all metrics normalized for sales). In addition, Modine has achieved a 30% year-over-year reduction in the use of chemicals it has voluntarily targeted for elimination due to their potential environmental risks.

The Company's US locations decreased their reported chemical releases under the United States Environmental Protection Agency's (USEPA's) Toxic Chemical Release Inventory program in five of the past six years, and recorded a 66% decrease from 2001 to 2002 (the most recent reporting statistics). Modine achieved a 90% decline in reported chemical releases from 1996 to 2002, and has consistently performed better than the national average.

Modine accrues for environmental remediation activities relating to past operations - including those under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), often referred to as "Superfund," and under the Resource Conservation and Recovery Act (RCRA) - when it is probable that a liability has been incurred and reasonable estimates can be made. Although there are currently no known liabilities that might have a material effect on the Company's consolidated net assets, the USEPA has designated Modine as a potentially responsible party (PRP) for remediation of five waste disposal sites. These sites are as follows: Elgin Salvage (Illinois); N.L./Taracorp (Illinois); Interstate Lead (Alabama); H.O.D. Landfill (Illinois): and Alburn Incinerator/Lake Calumet Cluster (Illinois). These sites are not Company-owned and allegedly contain wastes attributable to Modine from past operations. The Company's potential liability at these five sites is significantly less than the tota l site remediation costs because the percentage of material attributable to Modine is relatively low. These claims are in various stages of administrative or judicial proceedings and include recovery of past governmental costs and for future investigations and remedial actions. In three instances, Modine has not received, and may never receive, documentation verifying its involvement and/or its share of waste contributions to the sites. Additionally, the dollar amounts of the claims have not been specified.

At the N.L./Taracorp site, a settlement agreement was signed in January 2002 which included a $119,000 settlement assessment. On January 16, 2004, the USEPA published its notice of proposed settlement with the de minimis PRPs, including Modine.

In 1986, Modine executed a Consent Decree involving other PRPs and the Illinois EPA and paid $1,029 for its allocated share (0.1%) of the Alburn Incinerator, Inc. remediation costs. USEPA signed a Covenant Not to Sue in conjunction with the Consent Decree, but reserved its right to "seek additional relief" for any additional costs incurred by the United States at the site. On November 6, 2003, Modine received a General Notice of Liability from the USEPA requesting Modine's participation as a PRP for the performance of additional activities that the USEPA has determined, or will determine, required to restore the Alburn Incinerator Inc./Lake Calumet Cluster site. Modine responded to USEPA's letter stating that it would be willing to participate in settlement of the site remedial costs as a "micro de minimis PRP."

The Company accrues costs associated with environmental matters, on an undiscounted basis, when they become probable and reasonably estimable. As of March 31, 2004, 2003 and 2002, the Company had $119,000 accrued for all respective periods, in "accrued expenses and other current liabilities" on the consolidated balance sheet to cover cleanup activities, including remediation and legal costs at the N.L./Taracorp site. This accrual does not reflect any possible insurance recoveries but does reflect a reasonable estimate of cost sharing at multi-party sites. The March 31, 2004 accrual is expected to be remitted as soon as a formal request for payment is received from the USEPA. Costs anticipated for settlement of the Alburn Incinerator/Lake Calumet Cluster site cannot be reasonably defined at this time and have not been accrued. The costs to Modine, however, are not expected to be material at this site based upon Modine's relatively small portion of waste at just one of the properties comprising the Lake Calumet Cluster.

An obligation for remedial activities may also arise at Modine-owned facilities due to past practices or as a result of a property purchase or sale. These expenditures most often relate to sites where past operations followed practices and procedures that were considered acceptable under then-existing regulations, but will now require investigative and/or remedial work to ensure appropriate environmental protection. The Company investigates, and pursues where appropriate, insurance coverage to limit its risk associated with these facilities. Three of the Company's manufacturing facilities currently have been identified as requiring soil and/or groundwater remediation. Environmental liabilities recorded at March 31, 2004, 2003 and 2002 to cover the investigative work and remediation for sites in the U.S. and The Netherlands were $1.2 million, $1.0 million, and $0.8 million, respectively. These liabilities are recorded in the consolidated balance sheet in "accrued expenses and other current liabilities" and "other noncurrent liabilities." It is unlikely these remediation efforts will have a material effect on the Company's consolidated financial condition.

Emerging environmental regulations, as well as the Company's policy to continuously improve upon its environmental management programs, will require capital equipment expenditures over the coming years. For the fiscal year ending March 31, 2004 capital expenditures related to environmental projects were $0.5 million. Modine currently expects expenditures for environmentally related capital projects to be about $0.7 million in fiscal 2005.

Environmental expenses charged to current operations, including remediation costs, solid waste disposal, and operating and maintenance costs totaled about $2.5 million for the fiscal year ending March 31, 2004. Operating expenses of some facilities may increase during fiscal 2005 because of such charges but the competitive position of the Company is not expected to change materially. Although some environmental costs may be substantial, the Company has no reason to believe such costs vary significantly from costs incurred by other companies engaged in similar businesses.

The Health and Safety performance of the Company continues to move in a positive direction. In calendar 2003, the Company's North American and European locations achieved a 41% and a 39% Recordable Incidence Rate (RIR) improvement, respectively. Lost Time and Restricted Duty Incident Rates (LWDII) also improved by 48% throughout North America. Our Harrodsburg. KY facility achieved an entire year without an OSHA recordable injury, leading the way for the Company in incident rate improvement.

Another major accomplishment for the Company was the certification of the Harrodsburg, KY facility as a KY OSHA Voluntary Protection Program (VPP) site. We continue to challenge our North American facilities to become Modine Safety STAR sites, under a Modine program modeled after Federal OSHA's VPP. We award the Modine "STAR" to those facilities that achieve 100% compliance with the Company's 23 Health and Safety elements and attain recordable and LWDII rates below the General Industry Average for the preceding twelve month period. In calendar 2003, the Toledo, OH facility met the Modine STAR challenge and we recognized the West Kingston, RI facility with a Safety Merit award for its health and safety efforts.

The Company continues to enhance its Health and Safety efforts through further program development. In fiscal 2005, we will implement a Corporate Ergonomics program to focus the efforts of the Body Mechanics programs that began in 1998 at many of the North American facilities. We designed the Ergonomics program to eliminate musculoskeletal disorder-related injuries, often caused by repetitive motion activities.

Employees

The number of persons employed by the Company as of March 31, 2004 was approximately 7,500.

Seasonal Nature of Business

Distributed Products may experience a degree of seasonality since the demand for aftermarket and HVAC products is affected by weather patterns, construction, and other factors. On an overall company basis, though, there is no significant degree of seasonality as indicated by the percentages below. Sales to OEMs and electronics manufacturers are dependent upon the demand for new vehicles and equipment, respectively. The following quarterly net-sales detail illustrates the degree of fluctuation for the past five years:

($ in thousands)

Working Capital Items

The Company manufactures products for the Original Equipment and European segments on an as-ordered basis, which makes large inventories of such products unnecessary. In addition, the Company does not experience a significant amount of returned products. In the Distributed Products segment, the Company maintains varying levels of finished goods inventory due to the extensive distribution systems and seasonal sales programs. We manage this inventory efficiently and spread it throughout the Company's distribution systems. In these areas, in general, the industry and the Company make use of extended terms of payment for customers on a limited and/or seasonal basis.

Available Information

The Company electronically files or furnishes reports pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 to the U.S. Securities and Exchange Commission, including annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, as well as any amendments to those reports. These reports are available free of charge on the Company's website, www.modine.com (Investor Relations link), as soon as reasonably practicable after filing. The Company has maintained access to such reports on its website throughout fiscal 2004.

ITEM 2.   PROPERTIES.

The Company's world headquarters, including general offices, and laboratory, experimental and tooling facilities, are maintained in Racine, Wisconsin. Additional technical support functions are located in Harrodsburg, Kentucky, Lancaster, Pennsylvania and Bonlanden, Germany. The Company owns substantially all of its manufacturing and larger distribution centers outright. The Company leases, under various lease arrangements, a few manufacturing facilities and numerous regional sales and service centers, distribution centers, and offices.

The Company used its principal plants and other facilities during fiscal 2004, on an operating-segment basis, as follows:

Those same plants and facilities, on a geographic basis, are as follows:

The following table sets forth information regarding our principal properties by business segment as of March 31, 2004. Properties with less than 30,000 square feet have been omitted from this table. Unless otherwise noted, all of the facilities listed in the table are used for office, manufacturing and warehousing.

The Company's facilities, in general, are well maintained and conform to the sales, distribution, or manufacturing operations for which they are being used. Their productive capacity is, from time to time, reduced or expanded as necessary to meet changing market conditions and Company needs. Operations at a new assembly facility in Germany began in fiscal 2004. In addition, the Company completed the construction of its European wind tunnel in fiscal 2004. The Company has included in the above figures all of its aftermarket sales branches, even though on an individual basis, none would be considered a principal facility.

ITEM 3.   LEGAL PROCEEDINGS.

Certain information required hereunder is incorporated by reference from the Company's 2004 Annual Report to Shareholders, pages 57-58, Note 28.

Under the rules of the SEC, 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.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Omitted as not applicable.

Officer positions are designated in Modine's By-Laws and the persons holding these positions are elected annually by the Board at its first meeting after the annual meeting of shareholders in July of each year.

There are no family relationships among the executive officers and directors. All of the above officers have been employed by Modine in various capacities during the last five years, except B. C. Richardson and M. C. Kelsey.

Mr. Richardson joined Modine on May 12, 2003 as Vice President, Finance and Chief Financial Officer. Mr. Richardson came to Modine from BP Amoco, now known as BP, where he spent over 20 years in various positions. His last position at BP Amoco, which he held beginning in 2000, was Chief Financial Officer and Vice President of Performance Management and Control for BP's Worldwide Exploration and Production division.

Ms. Kelsey joined Modine as Senior Counsel on April 2, 2001. Ms. Kelsey came to Modine from Quarles & Brady LLP, a large national law firm, where she was a partner. Ms. Kelsey was with Quarles & Brady for 12 years.

There are no arrangements or understandings between any of the above officers and any other person pursuant to which he or she was elected an officer of Modine.

Information relating to the employment agreements, termination and change-in-control arrangements is incorporated by reference from the Company's definitive Proxy Statement dated June 11, 2004 at pages 21-22.

The Company's stock option and stock award plans contain certain provisions relating to change-in-control or other specified transactions that may, if authorized by the Officer Nomination & Compensation Committee of the board, accelerate or otherwise release shares granted or awarded under those plans.

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

The Company's Common Stock is quoted on the National Association of Securities Dealers' Automated Quotation system ("NASDAQ") as a National Market issue. The Company's trading symbol is "MODI." The table below shows the range of high and low bid information for the Company's Common Stock for fiscal years 2003-04 and 2002-03. As of March 31, 2004, shareholders of record numbered approximately 4,760; it is estimated that beneficial owners numbered approximately 17,000.

Certain of the Company's financing agreements require it to maintain specific financial ratios and place certain limitations on the use of retained earnings for the payment of cash dividends and the net acquisition of Company stock (restricted payments). Under the most restrictive covenant, restrictive payments may not exceed $50,000,000 in any fiscal year. Restrictive payments made in fiscal 2004 totaled $18,666,000. Other loan agreements give certain existing unsecured lenders security equal to any future secured borrowing.

The following describes the purchases of Common Stock during the Company's 4^tth quarter of fiscal year 2004.

(1)  Shares purchased solely from employees of the Company and its subsidiaries who received awards of shares of restricted stock. The Company, pursuant to the 1994 Incentive Compensation Plan and the 2002 Incentive Compensation Plan, gives such persons the opportunity to turn back to the Company the numbers of shares from the award sufficient to satisfy the person's tax withholding obligations that arise upon the periodic termination of restrictions on the shares.

(2)  The Company cannot determine the number of shares that will be turned back to the Company by holders of restricted stock awards. The participants also have the option of paying the tax-withholding obligation described in footnote 1 above by cash or check, or by selling shares on the open market. The number of shares subject to outstanding stock awards is 212,990, with a value of $5,550,519 at March 31, 2004. The tax withholding obligation on such shares is approximately 40% of the value of the periodic restricted stock award. The restrictions applicable to the stock awards lapse 20% per year over five years.

(1)  An impairment loss relating to goodwill in accordance with SFAS No. 142 reduced net earnings by $21.7 million and was recorded as a cumulative effect of a change in accounting. See Note 15 and Note 29 from the Company's 2004 Annual Report to Shareholders, pages 49 and 59, for further details.

(2)  A restructuring charge reduced net earnings by $5.2 million. See Note 14 and Note 29 from the Company's 2004 Annual Report to Shareholders, pages 47-49 and 59, for further details.

(3)  Patent royalty settlements added $12.7 million to net earnings. See Note 28 from the Company's 2004 Annual Report to Shareholders, pages 57-58, for further details.

Additional information concerning the comparability of net earnings presented in the table above is hereby incorporated by reference from the Company's 2004 Annual Report to Shareholders, page 27 under the caption "Net Earnings."

Certain information required hereunder is incorporated by reference from the Company's 2004 Annual Report to Shareholders, pages 15-31.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See "Quantitative and Qualitative Disclosures about Market Risk" on Pages 22-24 of the Company's 2004 Annual Report to Shareholders, incorporated by reference in Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations in this report, for information concerning potential market risks to which the Company is exposed.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The Consolidated Statements of Earnings, and the related Consolidated Balance Sheets, Statements of Cash Flows, Shareholders' Equity, Notes to Consolidated Financial Statements, and the report of PricewaterhouseCoopers LLP dated April 30, 2004 appearing on pages 32-59 of the Company's 2004 Annual Report to Shareholders are incorporated herein by reference. With the exception of the aforementioned information, no other data appearing in the 2004 Annual Report to Shareholders is deemed to be filed as part of this Annual Report on Form 10-K. Individual financial statements of the Registrant are omitted because the Registrant is primarily an operating company, and the subsidiaries included in the consolidated financial statements are wholly owned.

There were no disagreements on accounting or financial disclosures between the Company and its auditors during fiscal 2004.

As of the end of the period covered by this Annual Report on Form 10-K, the Company carried out an evaluation, at the direction of the General Counsel and under the supervision of the Company's President and Chief Executive Officer and Vice President, Finance and Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), with the participation of the Company's management. Based upon that evaluation, the President and Chief Executive Officer and Vice President, Finance and Chief Financial Officer concluded that the design and operation of the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company that is required to be included in the Company's periodic SEC filings.

There has been no change in the Company's internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART III

Directors. The information appearing in the Company's Definitive Proxy Statement for the 2004 Annual Meeting of Shareholders dated June 11, 2004 under the caption "Election of Directors" (pages 3-4) is incorporated herein by reference.

Executive Officers. Information in response to this Item appears under the caption "Executive Officers and Directors" in Item I of this Annual Report on Form 10-K.

Compliance with Section 16(a) of the Exchange Act. The information appearing in the Company's Definitive Proxy Statement for the 2004 Annual Meeting of Shareholders dated June 11, 2004 under the caption "Section 16(a) Beneficial Ownership Reporting Compliance" (pages 24-25) is incorporated herein by reference.

Code of Ethics. The information appearing in the Company's Definitive Proxy Statement for the 2004 Annual Meeting of Shareholders dated June 11, 2004 under the caption "Code of Ethics" (pages 7-8) is incorporated herein by reference. The Company's Code of Ethics is included in its website, www.modine.com.

Audit Committee Financial Expert. The information appearing in the Company's Definitive Proxy Statement for the 2004 Annual Meeting of Shareholders dated June 11, 2004 under the caption "Roles of the Board's Committees: Audit Committee" (page 8) is incorporated herein by reference.

Audit Committee Disclosure. The information appearing in the Company's Definitive Proxy Statement for the 2004 Annual Meeting of Shareholders dated June 11, 2004 under the caption "Roles of the Board's Committees: Audit Committee" (page 8) is incorporated herein by reference.

Procedures for Communicating with the Board. The information appearing in the Company's Definitive Proxy Statement for the 2004 Annual Meeting of Shareholders dated June 11, 2004 under the caption "Shareholder Communication with the Board" (page 10) is incorporated herein by reference.

ITEM 11.   EXECUTIVE COMPENSATION.

The information appearing in the Company's Definitive Proxy Statement for the 2004 Annual Meeting of Shareholders dated June 11, 2004 under the caption "Compensation Summary" (pages 17- 18) is incorporated herein by reference.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The Company incorporates by reference the information relating to stock ownership on pages 5-7 of the Company's definitive Proxy Statement dated June 11, 2004 under the headings "Certain Beneficial Owners of Common Stock" and "Directors' and Officers' Ownership of Common Stock." The Company specifically excludes from this incorporation the information included under the heading "Corporate Governance."

Equity Compensation Plan Information

The following table sets forth required information about equity compensation plans as of March 31, 2004.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The Company incorporates by reference the information contained in the Company's definitive Proxy Statement dated June 11, 2004 on page 23 under the heading "Transactions."

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES.

The Company incorporates by reference the information contained in the Company's definitive Proxy Statement dated June 11, 2004 on page 24 under the heading "Fees to Independent Auditors for Fiscal 2003/2004 and 2002/2003."

ITEM 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)   The following documents are filed as part of this Report:

(b)  other schedules have been omitted as they are not applicable, not required, or because the required information is included in the financial statements.

The following exhibits are attached for information only unless specifically incorporated by reference in this Report:

Current Reports on Form 8-K:

The following current Reports on Form 8-K were filed by the Company during the last quarter of the fiscal year and thereafter, except as noted below for reports that were furnished rather than filed:

January 21, 2004, reporting the financial results of the third fiscal quarter.*

January 21, 2004, announcing quarterly dividend.

April 30, 2004, announcing signing of a definitive asset purchase agreement with WiniaMando Inc. for the purchase of the assets of its Automotive Climate Control Division.

May 5, 2004, announcing the financial results for the fourth fiscal quarter and fiscal year end.*

May 19, 2004, announcing a Board resolution to increase dividend payments.

* Furnished, not filed.

Pursuant to the requirements of Section 13 or 15(d) 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.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated.

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors
Modine Manufacturing Company
Racine, Wisconsin:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of earnings, cash flows, and shareholders' equity present fairly, in all material respects, the financial position of Modine Manufacturing Company and its subsidiaries at March 31, 2004 and March 31, 2003, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 2004 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit inclu des examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 15 to the consolidated financial statements, on April 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets."


/s/ PricewaterhouseCoopers LLP


PricewaterhouseCoopers LLP
Chicago, Illinois
April 30, 2004

THE FOLLOWING REPORT IS A COPY OF A REPORT PREVIOUSLY ISSUED BY ARTHUR ANDERSEN LLP AND HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP.



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders
of Thermacore International, Inc.


We have audited the accompanying consolidated balance sheets of Thermacore International, Inc. (a Pennsylvania corporation) and subsidiaries as of June 30, 2000 and 1999, and the related consolidated statements of income, shareholders' investment and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted by the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Thermacore International, Inc. and subsidiaries as of June 30, 2000 and 1999, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.

As discussed in Note 1 to the consolidated statements, the Company changed its method of accounting for organizational costs in 1999 to adopt the provisions of AICPA Statement of Position 98-5 "Reporting on the Costs of Start-Up Activities."


/s/Arthur Andersen LLP


Arthur Andersen LLP
Lancaster, PA
August 11, 2000