<DOCUMENT>
<TYPE>S-4
<SEQUENCE>1
<FILENAME>rmar5s4.txt
<TEXT>

As filed with the Securities and Exchange Commission on March 5, 2001
                                           Registration No. 333-
=============================================================================
                    SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
                       ---------------------
                              FORM S-4
                       REGISTRATION STATEMENT
                               UNDER
                     THE SECURITIES ACT OF 1933
                      ----------------------
                    MODINE MANUFACTURING COMPANY
      (Exact name of registrant as specified in its charter)

                       ----------------------
    Wisconsin                3714                  39-0482000
 (State or Other      (Primary Standard        (I.R.S.Employer
  Jurisdiction of          Industrial          Identification No.)
  Incorporation or     Classification Code
  Organization)             Number)

                       ----------------------
                    Modine Manufacturing Company
                         1500 DeKoven Avenue
                        Racine, Wisconsin 53403
                             262-636-1200
           (Address, including zip code, and telephone number,
 including area code, of registrant's principal executive offices)
                      ----------------------

                            Dean R. Zakos
              Associate General Counsel and Assistant
                     Secretary 1500 DeKoven Avenue
                        Racine, Wisconsin 53403
                            262-636-1464
      (Name, address, including zip code, and telephone number,
        including area code, of agent for service)

                 ----------------------
                       Copies to:

        Shirley M. Lukitsch             James D. Rosener
        Schiff Hardin & Waite           Pepper Hamilton LLP
        1101 Connecticut Avenue         1235 Westlakes Drive
        Suite 600                       Suite 400
        Washington, D.C.  20036         Berwyn, Pennsylvania 19312
        202-778-6400                    610-640-7800
                       ----------------------

    Approximate date of commencement of proposed sale of the securities to
the public:  As soon as practicable after this registration statement
becomes effective and all other conditions to the merger described in
the prospectus have been satisfied or waived.

    If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. / /


<PAGE>
   If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

   If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
                       ----------------------
                   CALCULATION OF REGISTRATION FEE
=============================================================================
                                          Proposed     Proposed
                                          Maximum      Maximum
  Title of Each Class       Amount       Offering     Aggregate    Amount of
  Of Securities to be       to be        Price Per    Offering   Registration
       Registered        Registered(1)    Share(2)     Price(2)      Fee(2)
------------------------------------------------------------------------------
 Common Stock, $0.625
 par value (including
 preferred stock
 purchase rights          4,236,490
 attached thereto(3))      shares         $3.41      $14,462,000    $3,615.50
------------------------------------------------------------------------------
(1)  Represents the maximum number of shares of common stock, par value
     $0.625 a share, and related preferred stock purchase rights of Modine
     Manufacturing Company issuable in the merger of a wholly-owned subsidiary
     of Modine with and into Thermacore International, Inc., determined by
     multiplying 1.18675 and 3,569,825, which represents as of December 13,
     2000 (a) 2,254,425 outstanding shares of Thermacore common stock,
     (b) 625,000 shares of Thermacore common stock into which all 62,500
     outstanding shares of Thermacore Series A Convertible Preferred Stock
     are convertible, and (c) 690,400 shares of Thermacore common stock
     issuable upon the exercise of outstanding options to acquire Thermacore
     common stock.

(2)  Estimated solely for the purpose of calculating the registration fee,
     based upon the aggregate book value as of December 31, 2000 of all of
     the outstanding shares of Thermacore common stock and Series A
     Convertible Preferred Stock, in accordance with Rule 457(f)(2) under
     the Securities Act of 1933.

(3)  Shares of Modine common stock being registered by this registration
     statement are accompanied by preferred stock purchase rights.  Until
     the occurrence of certain prescribed events, these rights are not
     exercisable, are evidenced by the certificate for Modine common stock
     and will be transferred along with and only with the Modine common
     stock.  No additional consideration will be paid for, and no
     registration fee is required in connection with the registration of,
     the preferred stock purchase rights.
                       ----------------------
     The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
=============================================================================
<PAGE>



                                  780 Eden Road
                          Lancaster, Pennsylvania 17601

                  NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                        To Be Held on ___________ __, 2001

                Merger Proposal --- Your Vote is Very Important


To the Shareholders of Thermacore International, Inc:

    NOTICE IS HEREBY GIVEN that Thermacore International, Inc. will hold a
special meeting of shareholders at ______________, Lancaster, Pennsylvania,
on ____________, 2001 at 10:00 A.M., local time for the following purposes:

    1.   To consider and vote upon a proposal to approve and adopt the
         Agreement and Plan of Merger, dated December 13, 2000, between
         Thermacore and Modine Manufacturing Company, under which Modine
         will acquire Thermacore through the merger of a wholly-owned
         subsidiary of Modine into Thermacore, and holders of Thermacore
         common stock and preferred stock will receive shares of Modine
         common stock, based upon the exchange ratio described in the
         accompanying proxy statement/prospectus.

    2.   To act upon other matters relating to the conduct of the special
         meeting and any adjournments or postponements of the meeting.

  A copy of the merger agreement is attached as Annex A to this proxy
statement/prospectus.

  Upon completion of the merger, each share of Thermacore common stock
and preferred stock will be converted into a number of shares of Modine
common stock, based upon an exchange ratio that will depend, in part,
upon the unweighted average last-sale price of Modine common stock, as
reported on the Nasdaq National Market, during a 20-day measurement
period ending five days before the closing of the merger. As a result,
you will not know the exact number of shares you will receive in the
merger until five days before the closing of the merger.  The attached
proxy statement/prospectus contains a more complete description of the
consideration to be paid to Thermacore shareholders in the merger.

  Only shareholders who hold their shares of Thermacore common stock and
preferred stock at the close of business on __________, 2001 will be
entitled to vote at the special meeting.   Approval and adoption of the
merger agreement requires the affirmative vote of at least (1) a majority
of the votes cast by the holders of Thermacore common stock and preferred
stock, voting as a single class, and (2) two-thirds of the outstanding
shares of Thermacore preferred stock, voting as a separate class.

    Your board believes that the merger represents an exciting strategic
opportunity which will allow you to continue your investment in Thermacore's
future as a part of a larger and more diversified company.  Your board of
directors has unanimously approved the merger agreement and recommends that
you vote "FOR" its approval and adoption.


<PAGE>
  All shareholders are cordially invited to attend the special meeting.
Whether or not you plan to attend the special meeting, please complete and
sign the enclosed proxy card and return it promptly in the enclosed
postage-prepaid envelope.  You may revoke your proxy at any time before
it is voted by delivering written  notice to Thermacore, as more fully
explained in the accompanying proxy statement/prospectus.

                               By the Order of the Board of Directors,



                               James E. Rothenberger
                               Secretary

______________ ___, 2001












































<PAGE>
    [INSERT THERMACORE LOGO]           [INSERT MODINE LOGO ]

                             Proxy Statement of
                         Thermacore International, Inc.
         In Connection with the Special Meeting of Shareholders
                         To Be Held on __________, 2001

                                Prospectus of
                         Modine Manufacturing Company
                 In Connection with the Offering of up to
                  4,236,490 Shares of Modine Common Stock

    Thermacore's board of directors is furnishing this proxy
statement/prospectus to you to solicit your proxy to vote at a special
meeting of Thermacore shareholders to be held on __________, 2001 or at
any adjournment or postponement of that meeting.  At the special meeting,
you are being asked to vote upon a proposal to approve and adopt the
merger agreement between Thermacore and Modine Manufacturing Company,
under which Modine will acquire Thermacore through the merger of a
wholly-owned subsidiary of Modine into Thermacore.  This proxy
statement/prospectus is accompanied by a proxy card that can be used
in voting your shares.  Your board of directors has unanimously approved
the merger agreement and recommends that you vote "FOR" its approval and
adoption.

    This document is also Modine's prospectus relating to its offering of
shares of Modine common stock to Thermacore shareholders in the proposed
merger.   This document contains, or tells you where you can find,
information that is important to your decision whether to approve and
adopt the merger agreement and become a shareholder of Modine.  Please
read it carefully. In particular, you should read the "Risk Factors"
section beginning on page ___ for a description of some of the risks
that you should consider in evaluating the merger.

    Under the merger agreement, Modine has agreed to pay $93,542,000, or
approximately $26.20 per share of Thermacore common stock, in the form of
shares of Modine common stock for all of Thermacore's capital stock on a
fully diluted basis, if the unweighted average last-sale price of Modine's
common stock during the agreed-upon "measurement period" is between $22.08
and $32.00 per share.  The measurement period is the 20-trading-day period
ending on the fifth trading day before the closing date of the merger.  If
the unweighted average last-sale price of Modine common stock during the
measurement period is between $22.08 and $32.00 per share, you will receive
between 0.81886 of a share and 1.18675 shares of Modine common stock for
each share of Thermacore common stock that you hold.  The exact number of
shares (or portion of a share) of Modine common stock that you will receive
will be determined by dividing 26.20353 by the unweighted average last-sale
price of Modine common stock, as reported on the Nasdaq National Market,
during the measurement period.  If the unweighted average last-sale price
of Modine common stock during the measurement period is less than $22.08,
you will receive 1.18675 shares of Modine common stock for each share of
Thermacore common stock.  If the unweighted average last sale price of
Modine common stock during the measurement period is more than $32.00,
you will receive 0.81886 of a share of Modine common stock for each share
of Thermacore common stock.

  Holders of Thermacore Series A Convertible Preferred Stock will receive,
in exchange for each share of Thermacore preferred stock that they hold,

<PAGE>
ten times the portion of a share or number of shares of Modine common stock
issued in the merger in exchange for each share of Thermacore common stock.

    You will not know the exact number of Modine shares that you will receive
in the merger until the close of the fifth trading day before the closing of
the merger.  The parties expect the merger to be effective on the third
calendar day following the special meeting of Thermacore's shareholders.  If
the merger closes on that date, the 20-trading-day measurement period will
run from _______, 2001 to ________, 2001.

    Modine common stock is traded on the Nasdaq National Market under the
symbol "MODI."   On ___________ 2001, the last-sale price of the Modine
common stock, as reported on the Nasdaq National Market, was $____.

-----------------------------------------------------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved the shares of Modine common to be
issued under this prospectus or has determined if this proxy statement/
prospectus is accurate or complete.  Any representation to the contrary is
a criminal offense.
-----------------------------------------------------------------------------

  The date of this proxy statement/prospectus is  ___________, 2001, and
      it is first being mailed to shareholders on ___________, 2001.



































<PAGE>
                   TABLE OF CONTENTS
                                                                   Page
                                                                   ----
SUMMARY                                                              1
     The Companies                                                   1
     The Companies' Reasons for the Merger                           2
     Approval by Modine's Board of Directors                         2
     Approval by Thermacore's Board of Directors                     2
     The Thermacore Special Meeting                                  3
     How to Vote Your Shares                                         3
     What You Will Receive in the Merger                             4
     Dissenters' Rights                                              4
     Material Federal Income Tax Consequences of the Merger          5
     Regulatory Approvals                                            5
     Material Provisions of the Merger Agreement                     5
     Interests of Certain Persons in the Merger                      6
     Summary Financial Data of Modine                                9
     Recent Developments Relating to Thermacore                     10
     Market Price Information                                       10

RISK FACTORS                                                        11

THE MERGER                                                          16
     Background of the Merger                                       16
     Approval by the Modine Board; Modine's Reasons for the Merger  19
     Recommendation of the Thermacore Board;
         Thermacore's Reasons for the Merger                        20
     Accounting Treatment                                           22
     Material Federal Income Tax Consequences                       22
     Regulatory Matters                                             23
     Dissenters' Rights                                             24
     Federal Securities Laws Consequences; Stock Transfer
         Restriction Agreements                                     24

MATERIAL PROVISIONS OF THE MERGER AGREEMENT                         26
     General                                                        26
     Effect of Merger; Surviving Corporation                        26
     Amendments to Thermacore's Articles of Incorporation
         and By-laws; Directors                                     26
     Closing; Effective Time                                        26
     Consideration to be Received in the Merger                     27
     Conversion of Shares; Surrender of Certificates;
         Fractional Shares                                          28
     Treatment of Thermacore Stock Options                          29
     Representations and Warranties                                 29
     Covenants                                                      31
     Additional Agreements                                          33
     Conditions to the Consummation of the Merger                   33
     Termination, Amendment and Waiver                              35
     Related Agreements                                             36

THE SPECIAL MEETING OF THERMACORE SHAREHOLDERS                      37
     Date, Time and Place of the Special Meeting                    37
     Purpose of the Special Meeting                                 37
     Shareholder Record Date for the Special Meeting                37
     Vote of Thermacore Shareholders Required for
         Approval and Adoption of the Merger                        37
     Voting of Proxies                                              37
     Revocability of the Proxies                                    38
<PAGE>
     Dissenting Shareholders' Rights                                38
     Solicitation of Proxies                                        38

INFORMATION ABOUT THE COMPANIES                                     39
     Modine Manufacturing Company                                   39
     Thermacore International, Inc.                                 41

THERMACORE STOCK OWNERSHIP                                          44

MARKET PRICE AND DIVIDEND INFORMATION                               46

INTERESTS OF THERMACORE DIRECTORS AND OFFICERS IN THE MERGER        47

DESCRIPTION OF MODINE COMMON STOCK                                  48
     Authorized Capital Stock                                       48
     Voting Rights; Vote Required for Certain Actions               48
     Dividend and Liquidation Rights                                48
     Preemptive and Other Rights                                    48
     Liability to Future Calls or Assessments                       49
     Possible Adverse Effect of Future Issuances of Preferred Stock 49
     Shareholder Rights Plan                                        49
     Certain Provisions that May Delay or Prevent a
         Change-in-Control of Modine                                50

COMPARISON OF SHAREHOLDER RIGHTS                                    52

WHERE YOU CAN FIND MORE INFORMATION                                 61

EXPERTS                                                             62

LEGAL MATTERS                                                       62

FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE                     63

LIST OF ANNEXES
     Annex A   Agreement and Plan of Merger
     Annex B   Pennsylvania Business Corporation Law: Dissenters' Rights

                WHO CAN HELP ANSWER YOUR QUESTIONS

           If you have more questions about the merger
or would like additional copies of this proxy statement/prospectus,
                 you should contact:

                  Thermacore International, Inc.
                          780 Eden Road
                  Lancaster, Pennsylvania 17601
                       Attention: Secretary
                   Phone Number: 1-717-569-6551

     This document incorporates important business and financial
information about Modine that is not included in or delivered with this
document.  Modine will provide you with copies of this information relating
to Modine, without charge, upon written or oral request to:
                    Modine Manufacturing Company
                    1500 DeKoven Avenue
                    Racine, Wisconsin 53403
                    Attention: Corporate Secretary
                    Telephone number: 1-262-636-1200
<PAGE>
     In order to receive timely delivery of the documents in advance of
the Thermacore special shareholders' meeting, you should make your request
no later than _________, 2001.

                              SUMMARY

     This summary highlights selected information from this document and
does not contain all of the information that is important to you. To
understand the merger fully and for a more complete description of the
legal terms of the merger, you should read carefully this entire document
and the other documents referred to herein.  See "Where You Can Find More
Information" (page __ ).  We have included page references in parenthesis
to direct you to a more complete description of some of  the topics
presented in this summary.

The Companies (page ___)

Modine Manufacturing Company
1500 DeKoven Avenue
Racine, Wisconsin 53403
1-262-636-1200

     Modine is a worldwide leader in heat-transfer and heat storage
technology.  Modine develops, manufactures, and markets heat exchangers
and systems for use in various original equipment manufacturer applications
and for sale to the automotive aftermarket, as replacement parts, and to a
wide array of building markets.  Its core markets include: power train
cooling of internal combustion engines, vehicular and building heating,
ventilation, and air-conditioning systems, and various industrial and
refrigeration markets.  As of December 31, 2000, Modine had operations in
18 countries and approximately 8,300 employees worldwide. Modine had sales
of $1.1 billion in its fiscal year ended March 31, 2000 and sales of $808.6
million in the nine-month period endedDecember 26, 2000.

Thermacore International, Inc.
780 Eden Road
Lancaster, Pennsylvania 17601
1-717-569-6551

     Thermacore is a global provider of  thermal management solutions for
electronic products.  Thermacore designs, develops, manufactures and
distributes thermal-management products and systems for microprocessors
and industrial and commercial electronic products in the computer,
telecommunications, networking, and power-semiconductor markets.  As of
December 31, 2000, Thermacore had 358 employees worldwide.   Thermacore
had sales of $42.1 million in its fiscal year ended June 30, 2000 and
sales of $27.3 million in the six-month period ended December 31, 2000.

The Companies' Reasons for the Merger (page _)

Modine
------

     Modine and Thermacore share a specialization in thermal management,
with each company offering thermal solutions in different industries.
Modine believes that the merger will enable Modine to provide its
customers with a broader spectrum of thermal management solutions and
to take advantage of expanding opportunities for thermal management
solutions in new and higher-growth markets.
<PAGE>
Thermacore
----------

     Thermacore believes that Modine's existing high volume manufacturing
capabilities will enable it to produce a higher volume of thermal products
to meet the demands of its customers. In addition, by becoming part of a
larger company, Thermacore will be able to achieve long-term economies of
scale in manufacturing, sales, and research and development.  The merger
will allow Thermacore's shareholders to continue their investment in
Thermacore's future as a part of a larger, more diversified company.
The merger will also provide greater liquidity to Thermacore's
shareholders since Modine, unlike Thermacore, is a publicly traded
company listed on the Nasdaq National Market.

     You should note that Modine and Thermacore may not achieve some or
all of these objectives because of the risks and uncertainties discussed
in the section "Forward-Looking Statements May Prove Inaccurate" on
pages __-__.

Approval by Modine's Board of Directors (page ___)

     Modine's board of directors has determined that the merger
is in the best interests of Modine and its shareholders.  It has
authorized the merger agreement by the unanimous vote of its
directors at a meeting at which all but one of its directors was
present and has authorized the issuance of Modine common stock in
the merger in exchange for shares of Thermacore common and
preferred stock.  No vote by Modine's shareholders is required in
order for Modine to consummate the merger or to issue the shares.

Approval by Thermacore's Board of Directors (page ___)

     Thermacore's board of directors believes that the merger is
fair to, and in the best interests, of Thermacore and its
shareholders. The board unanimously recommends that you vote FOR
the proposal to approve and adopt the merger agreement.

The Thermacore Special Meeting (page ___)

     Thermacore will hold its special meeting on ________  __,
2001 at 10:00 A.M., local time, at ______________, Lancaster,
Pennsylvania.  At the special meeting, you will be asked to
approve and adopt the merger agreement under which a wholly-owned
subsidiary of Modine will merge into Thermacore, with Thermacore
surviving as a wholly- owned subsidiary of Modine.

Record Date; Votes Per Share (page ___)

     You can vote at the special meeting if you owned shares of
Thermacore common stock or preferred stock as of the close of
business on _____________, 2001.  On _________, 2001 [insert
record date], ___________ shares of Thermacore common stock and
62,500 shares of Thermacore preferred stock were outstanding.

     Holders of Thermacore common stock and preferred stock will
vote as one class to approve and adopt the merger agreement.  For
each share of Thermacore common stock, if any, that you owned on
_________, 2001, you will have one vote on the proposal to
approve and adopt the merger agreement.  For each share of
<PAGE>
Thermacore preferred stock, if any, that you owned on that date,
you will have ten votes, which represents the number of shares of
common stock into which one share of preferred stock is
convertible.

     The holders of Thermacore preferred stock will also vote on
the proposal to approve and adopt the merger agreement as a
separate class.  For purposes of that class vote, you will have
one vote for each share of preferred stock, if any, that you held
on ___________, 2001.

Votes Required (page ___)

     Approval and adoption of the merger agreement requires the
affirmative vote of at least (1) a majority of the votes cast by
the holders of Thermacore common stock and preferred stock,
voting as a single class, and (2) two-thirds of the outstanding
shares of Thermacore preferred stock, voting as a separate class.
As of __________, 2001, directors and officers of Thermacore and
their affiliates held ________ shares of Thermacore common stock
(or __% of the outstanding common shares), 57,500 shares of
Thermacore preferred stock (or 92% of the outstanding preferred
shares), and ___ shares of common stock on an as converted basis
(or___% of the combined voting power of the Thermacore common and
preferred stock).

Voting Agreements (page ___)

     At the same time that the merger agreement was signed,
Modine and Thermacore entered into voting agreements with
Thermacore's officers and directors and certain beneficial owners
of 5% or more of Thermacore's common and preferred stock.  These
officers, directors and shareholders agreed to vote the shares of
Thermacore common or preferred stock that they are entitled to
vote in favor of the merger.  As of the date of the voting
agreement, those shareholders beneficially owned, in the
aggregate, 62.8% of the outstanding Thermacore common stock and
92.0% of the outstanding Thermacore preferred stock, and 69.2%
of the combined voting power of the Thermacore common and
preferred stock.  As a result, unless those shareholders who are
parties to the voting agreements breach their obligations under
those agreements, approval and adoption of the merger agreement
is assured.

How to Vote Your Shares (page __)

     You may vote your shares of Thermacore stock by completing,
signing and dating the enclosed proxy card and mailing it to
Thermacore in the enclosed return envelope.  You may also vote
by attending the special meeting and voting in person.

     You may change your vote at any time by:

-    sending a written notice to the Thermacore corporate
     secretary before the special meeting;
-    signing another proxy card with a later date and sending it
     to the Thermacore corporate secretary before the special meeting,
     or
-    attending the special meeting and voting in person.
<PAGE>
     Please do not send in your stock certificates at this time. After
the merger is completed, you will receive written instructions on
how to surrender your Thermacore stock certificates.

What You Will Receive in the Merger (page ___)

     Modine has agreed to pay $93,542,000, in the form of shares
of Modine common stock, for all of Thermacore's capital stock,
taking into account shares of Thermacore common stock that are
subject to outstanding options, subject to a maximum and minimum
number of Modine common stock.

     Thermacore Common Stock.  Under the formula provided in the
     -----------------------
merger agreement, each share of Thermacore common stock has been
valued at approximately $26.20 per share.  The exact number of
shares, or portion of a share, of Modine common stock that you will
receive for each share of Thermacore common stock that you hold will
be determined shortly before the effective time of the merger:

-    by dividing 26.20353 by

-    the unweighted average last-sale price of Modine common
     stock, as reported on the Nasdaq National Market, during the
     20 trading days ending on the fifth trading day before the
     closing of the merger.

However, you will receive at least 0.81886 of a share and no
fewer than 1.18675 shares of Modine common stock in exchange for
each share of Thermacore common stock that you own, irrespective
of the unweighted average last-sale price of Modine's common
stock during the measurement period.

     Thermacore Preferred Stock.  If you hold shares of Thermacore
     --------------------------
preferred stock, you will receive, for each share of Thermacore preferred
stock that you hold, the number of shares of Modine common stock that you
would have received if you had converted your Thermacore preferred stock
into Thermacore common stock immediately before the merger.  Each share
of Thermacore preferred stock is convertible into ten shares of Thermacore
common stock.  You will therefore receive, for each share of Thermacore
preferred stock that you own, ten times the portion of a share or number
of shares of Modine common stock issued in exchange for each share of
Thermacore common stock.

     Pricing Period.  If the required shareholder approvals are obtained
     --------------
at the special meeting, the parties expect to complete the merger no later
than the third calendar day following the special meeting.  If the merger
is completed on that date, the 20-trading-day measurement period will begin
on ____________, 2001 and end on ___________, 2001.  There is, however, no
assurance that the merger will be completed on that date.

     Fractional Shares.  Modine will not issue any fractional shares in
     -----------------
the merger.  Instead, you will receive cash for any fractional share of
Modine common stock owed to you in an amount based on the unweighted
average last-sale price for Modine common stock during the measurement
period.
<PAGE>

Dissenters' Rights (page ___)

     Thermacore is organized under Pennsylvania law.  Under
applicable Pennsylvania law, any Thermacore shareholder is
entitled to dissent from the merger and obtain payment in cash of
the judicially determined "fair value" of his or her shares of
Thermacore stock.  If you wish to dissent from the merger:

-    you must submit a written demand to Thermacore before the
     vote upon the merger agreement at the special meeting, and

-    you may not vote in favor of the merger agreement.

In submitting your written demand, you must follow the procedures
set forth in Subchapter D of Chapter 15 of the Pennsylvania
Business Corporation Law of 1988, a copy of which is attached as
Annex B to this proxy statement/prospectus.

     All written demands should be delivered to:

     Thermacore International, Inc.
     780 Eden Road
     Lancaster, Pennsylvania 17601
     Attention: Secretary.

Material Federal Income Tax Consequences of the Merger (page ___)

     The merger is intended to qualify as a tax-free reorganization
for U.S. federal income tax purposes.  Thermacore and Modine
expect that neither Thermacore nor its shareholders will recognize
gain or loss for United States federal income tax purposes upon
their exchange of Thermacore common or preferred stock for Modine
common stock in the merger, except upon the receipt of cash instead
of any fractional share of Modine common stock or upon the exercise
of dissenters' rights.


The tax consequences of the merger to you will depend on the facts of
your own situation.  You are urged to consult your tax advisor for a
full understanding of the tax consequences of the merger to you.

Regulatory Approvals (page ____)

     The merger is subject to notice and review under the Hart-Scott-
Rodino Antitrust Improvements Act.  Both companies filed all required
notices with the Federal Trade Commission and the Antitrust Division
of the Department of Justice.  Early termination of the statutory
waiting period under the Hart-Scott-Rodino Act was granted on
February 13, 2001.

Material Provisions of the Merger Agreement (page ___)

     The merger agreement is attached as Annex A to this proxy
statement/prospectus.  The merger agreement is the legal document
that governs the merger, and you are encouraged to read it.



<PAGE>
Conditions to the Merger (page ___)

     Modine and Thermacore will complete the merger only if certain
conditions are satisfied or, to the extent permitted by law, waived,
including the following:

     -  the merger agreement has been approved by Thermacore's
        shareholders;

     -  the waiting period under the Hart-Scott-Rodino Antitrust
        Improvements Act has expired or been terminated;

     -  no law or court order has prohibited the merger;

     -  Modine's independent accountants have issued a letter stating
        that they concur with the conclusions of Modine's and
        Thermacore's management that no conditions exist that would
        preclude accounting for the merger as a pooling of interests;

     -  holders of no more than 2% of Thermacore's outstanding
        common stock, including common stock issuable upon
        conversion of Thermacore preferred stock, have exercised
        dissenters' rights;

     -  counsel to Modine and Thermacore have each delivered their
        opinions that the merger will qualify as a tax-free
        reorganization; and

     -  no material adverse change has occurred with respect to
        Thermacore and its subsidiaries since the date of the
        merger agreement.

Non-Solicitation (page ___)

     None of Thermacore, its subsidiaries or any of their directors,
officers, employees or agents are permitted to solicit, initiate or
encourage any proposal to acquire Thermacore, so long as the merger
agreement is in effect.

Continuity of Thermacore Departments (page __)

     Modine has agreed to maintain the Sales and Marketing,
Engineering and Technology departments of the electronic cooling
business unit of Thermacore located in Lancaster, Pennsylvania
for at least two years after the effective time of the merger.

Termination of the Merger Agreement (page ___)

     Modine and Thermacore can jointly agree to terminate the
merger agreement at any time without completing the merger.
Either company can terminate the merger agreement if:

   (1)  the merger is not completed by June 12, 2001; or

   (2)  a governmental authority or other legal action
        permanently prohibits the merger.

     Modine can terminate the merger agreement if Thermacore
breaches any representation, warranty or obligation contained in
<PAGE>
the merger agreement, that breach has a "material adverse effect"
upon Thermacore, and Thermacore has not cured, or cannot cure,
the breach within 20 days' of the receipt of notice from Modine.

     Thermacore can terminate the merger agreement if Modine
breaches any representation, warranty or obligation contained in
the merger agreement, that breach has a "material adverse
effect" upon Modine, and Modine has not cured, or cannot cure,
the breach within 20 days of the receipt of notice from
Thermacore.

     A "material adverse effect" is any change, event or
circumstance that is, or would reasonably be expected to be,
materially adverse to the financial condition, business,
operations or assets of the relevant company and its
subsidiaries, taken as a whole, or that might materially impair
the ability of that company to perform its obligations under the
merger agreement.

Accounting Treatment (page ____)

     Modine and Thermacore expect the merger to be accounted for
as a pooling of interests, which means that the companies will be
treated as if they had always been combined for accounting and
financial reporting purposes.

Listing of Modine Common Stock (page ____)

     It is a condition to the merger that the Nasdaq National
Market approve for listing the shares of Modine common stock to
be issued to Thermacore shareholders in the merger.  Modine
expects that Nasdaq will approve the listing.  Modine common
stock trades on the Nasdaq National Market under the symbol
"MODI."

Interests of Certain Persons in the Merger (page ___)

     Some of Thermacore's directors and officers have interests
in the merger that are different from, or in addition to, the
interests of the Thermacore shareholders generally.  In
particular, six officers, one of whom is a director, of
Thermacore, who do not currently have employment agreements with
Thermacore will enter into employment agreements as a condition
to the merger. Eight officers of Thermacore, two of whom are
directors, are parties to change-in-control agreements under
which those officers will be entitled to receive severance
benefits, under most circumstances, if their employment with
Thermacore is terminated within 24 months of the date on which
Thermacore's shareholders approve the merger agreement.  In
addition, Modine has agreed to provide or to continue
indemnification arrangements for existing directors, officers,
employees or agents of Thermacore.  The members of the Thermacore
board of directors knew about these additional interests and
considered them when they approved the merger agreement.





<PAGE>
             Summary Financial Data of Modine

     The following table provides summary consolidated financial data for
Modine as of and for each of the periods indicated. Modine derived the
consolidated financial data for each of the years in the five-year period
ended March 31, 2000 from its audited consolidated financial statements,
and it derived the consolidated financial data for the nine-month periods
ended December 26, 2000 and 1999 from its unaudited consolidated financial
statements.  The unaudited financial information includes all normal and
recurring adjustments that are, in the opinion of Modine's management,
necessary for a fair presentation of results for the interim period.
Results for the first nine months of fiscal 2001 are not necessarily
indicative of the results to be expected for the full year. Modine
incorporates by reference into this proxy statement/prospectus (1) its
audited consolidated financial statements included in its Annual Report
on Form 10-K for the fiscal year ended March 31, 2000 and (2) its
unaudited consolidated financial statements included in its Quarterly
Report on Form 10-Q for the quarterly period ended December 26, 2000.
See "Where You Can Find More Information." You should read the following
information in conjunction with those financial statements, including the
notes to Modine's audited consolidated financial statements and unaudited
quarterly financial statements.

<TABLE>
<CAPTION>
                 Nine Months Ended or As of            Fiscal Year Ended as of March 31,
                 --------------------------    -------------------------------------------------------
                 December 26,   December 26,
                    2000           1999           2000      1999<F1>      1998       1997      1996
                 ---------------------------   -------------------------------------------------------
                       (unaudited)                      (in thousands, except per share data)
<S>                <C>            <C>          <C>         <C>         <C>         <C>       <C>
Sales              $808,605       $854,058     $1,139,269  $1,111,447  $1,040,418  $999,046  $990,493

Net earnings         43,089         50,800         65,403      73,943      72,471    63,763    61,399

Total assets        875,310        937,423        931,107     915,739     759,024   694,955   671,836

Long-term debt      137,547        156,649        211,112     143,838      89,587    85,197    87,809

Book value
  per share           16.67          16.22          16.41       15.35       14.24     12.93     11.74

Dividends
  per share            0.75           0.69           0.92        0.84        0.76      0.68      0.60

Net earnings
per share
  - Basic              1.47           1.72           2.22        2.50        2.44      2.14      2.07
  - Assuming
     dilution          1.46           1.71           2.20        2.46        2.39      2.10      2.03


<FN>
<F1>   Includes the assets and liabilities of Core Holdings, Inc. and the
       results of its operations from October 6, 1998, the date on which it
       was acquired by Modine.
</FN>
</TABLE>
<PAGE>

            Recent Developments Relating to Thermacore

     Thermacore had unaudited total revenues of $27,329,000 for
the six-month period ended December 31, 2000, an increase of
58.4% over the unaudited total revenues of $17,247,000 recorded
for the same period in 1999. Unaudited net income from
continuing operations for the six-month period ended December 31,
2000 was $2,295,000, an increase of 230% over unaudited net
income from continuing operations for the same period in 1999.
The increase in total revenue was the result of increased sales
in the communications and server markets during a period when
demand was increasing in such markets.  The increase in net
income was due to product sales reaching economies of scale.


                 Market Price Information

     The following table presents the high, low and last sales
prices per share of Modine common stock, as reported on the
Nasdaq National Market, on December 13, 2000 and ____________,
2001.  December 13, 2000 was the last full trading day before the
public announcement of the proposed merger.  _____________, 2001
was the last trading day for which market price information was
available, as a practical matter, before the date of this proxy
statement/prospectus.  There is no public trading market for
Thermacore common stock or preferred stock.  You should read the
information presented below in conjunction with "Market Price and
Dividend Information" on pages ___ - ___.


                                    Modine Common Stock
                              ----------------------------

                                 High      Low      Last
                                 ----      ---      ----

          December 13, 2000     $24.00   $20.375   $20.375

          __________, 2001      $__.__   $__.__    $__.__

     The market prices of shares of Modine common stock fluctuate.
As a result, you are urged to obtain current market quotations.
















<PAGE>
                     RISK FACTORS

     By voting for the approval and adoption of the merger
agreement, you will be choosing to invest in Modine's common
stock.  In addition to the other information included or
incorporated by reference in this proxy statement/prospectus,
including risks related to Modine discussed in documents
previously filed with the Securities and Exchange Commission,
you should carefully consider the following factors in deciding
whether to vote in favor of the merger agreement at the special
meeting.

You will receive shares of Modine common stock based on an
exchange ratio that is determined by the market value of Modine
common stock.

     Under the formula specified in the merger agreement, Modine
has agreed to pay, in the form of Modine common stock,
approximately $26.20 for each share of Thermacore common stock
and ten times that amount, or approximately $262.0352, for each
share of Thermacore preferred stock, if the unweighted average
last-sale price of Modine's common stock during the measurement
period is between $22.08 and $32.00 per share.  If the unweighted
average last-sale price of Modine common stock during the
measurement period is between $22.08 and $32.00 per share, the
number of shares that you will receive for each share of
Thermacore common stock or preferred stock that you hold will be
determined by dividing (1) $26.20352 for each share of Thermacore
common stock and (2) $262.0352 for each share of Thermacore
preferred stock by the unweighted average last-sale price for
Modine common stock over a 20-day measurement period ending on
the fifth full trading day before the effective dated of the
merger. The exchange ratio is, however, limited so that you
will receive:

   (1)    no more than 1.18675 shares of Modine common stock for
          each of your shares of Thermacore common stock and no
          more than 11.8675 shares of Modine common stock for
          each of your shares of Thermacore preferred stock, even
          if the unweighted average last-sale price of Modine
          common stock during the measurement period or the
          market price of the Modine common stock at the
          effective time of the merger is less than $22.08; and

   (2)    no less than  0.81886 of a share of Modine common stock
          for each of your shares of Thermacore common stock and
          no fewer than 8.1886 shares of Modine common stock for
          each of your shares of Thermacore preferred stock even
          if the unweighted average last-sale price of Modine
          common stock during the measurement period or the
          market price of the Modine common stock at the
          effective time of the merger is more than $32.

     If the unweighted average last-sale price for Modine common
stock during the measurement period exceeds $32 per share, the
portion of a share of  Modine common stock that you will receive
in the merger will have a value greater than $32, as determined
under the formula set forth in the merger agreement, and as a
consequence you will receive a value of greater than $26.20 for
<PAGE>
each of your shares of Thermacore common stock.   If the
unweighted average of the Modine common stock during the
measurement period is less than $22.08, the number of shares of
Modine common stock that you receive in the merger will have a
value of less than $22.08, as determined under the formula set
forth in the merger agreement, and as a consequence you will
receive a value of less than $26.20 for each of your Thermacore
common stock.  Thermacore does not have the right to terminate the
merger agreement if the unweighted average last-sale price of Modine
common stock during the measurement period is less than $22.08.

     The market price per share of Modine common stock on the
effective date of the merger may be more or less than the
unweighted average last-sale price used in determining the number
of shares of Modine common stock that you will receive in the
merger.  We cannot predict the market prices for the Modine
common stock and we encourage you to obtain current market
quotations for Modine common stock.  Modine common stock is
listed on the Nasdaq National Market under the symbol "MODI."


At the time that you vote on the merger, you will not know the
exact number of shares of Modine common stock that you will
receive in exchange for your shares of Thermacore common or
preferred stock since you will not know, for certain, the
effective time of the merger.

     If the merger is effective, you will receive between 0.81886
of a share and 1.18675 shares of Modine common stock for each of
your shares of Thermacore common stock, and between 8.1886 and
11.8675 shares of Modine common stock for each of your shares of
Thermacore preferred stock.  The actual number of shares you
receive will be determined based on the unweighted average last-
sale price of Modine's common stock during the 20 trading days
ending on the fifth trading day before the effective date of the
merger.  Under the terms of the merger agreement, the merger is
required to become effective on the third calendar day after the
special meeting, provided that all other conditions to the merger
have been met.

     The parties currently anticipate that the merger will take
place on ________, 2001 [insert date three calendar days after
the date of the special meeting] and have no reason to believe
that the merger will not become effective as of that date.
Since, however, a  number of conditions must be met before either
side is obligated to proceed with the merger, there is no
assurance that the merger will, in fact, become effective on
________, 2001 [insert date three calendar days after the date
of the special meeting].  See "Material Provisions of the Merger
Agreement-Conditions to the Consummation of the Merger."  At the
time of the special meeting, you will not know for certain when
the merger will become effective.   If the effective date of the
merger is delayed by more than _______ days, one or more trading
days included in the 20-day measurement period will occur after
the date of the special meeting.

The failure of the merger to receive the anticipated "pooling of
interests" accounting treatment could have a negative effect on
Modine's earnings.
<PAGE>
     The merger is expected to be accounted for under the pooling
of interests method of accounting.  Under this method of
accounting, the recorded assets and liabilities of each of the
companies (together with their subsidiaries) will be carried
forward to Modine at their historical recorded amounts, after
addressing any conformity issues; net income of Modine after the
merger will include the net income of both Modine and Thermacore
and their subsidiaries for the entire fiscal year in which the
merger occurs; and the historical reported net income of both
Modine and Thermacore, together with their subsidiaries, for
prior periods will be combined and restated as net income of
Modine after addressing any conformity issues.  It is a condition
to each of the companies' obligations to effect the merger that
each receives a letter from Modine's independent accountant to
the effect that the auditors concur with the conclusions of
Modine's management that no conditions exist that would preclude
accounting for the merger as a pooling of interests.

     The ability of the companies to use pooling of interests
accounting could be impaired if, for example, a significant
number of Thermacore shareholders exercise dissenters' rights
in the merger.   It is a condition to Modine's obligation to
consummate the merger that the holders of not more than 2% of the
outstanding shares of Thermacore common stock, on a fully diluted
basis, shall have exercised and perfected dissenters' rights
under Pennsylvania law.

     If pooling of interests accounting treatment is not
available, the boards of directors of Modine and Thermacore
could, if they so chose, waive that condition.  Under such
circumstances, the purchase method of accounting would apply.
Under purchase method accounting, the book value of Thermacore's
assets and liabilities would be adjusted to their fair values and
the excess of the purchase price over the fair value of
Thermacore's assets would be capitalized as purchased goodwill
and expensed over the useful life of the acquired goodwill as
required under current accounting standards.

You may find it difficult to sell large blocks of Modine
common stock in a relatively short period of time.

     Modine's common stock trades on the Nasdaq National Market
under the symbol "MODI."   Although ___________ shares of Modine
common stock were outstanding on the date of this proxy
statement/prospectus, the average daily trading volume in Modine's
common stock during the 90-day period before the date of this proxy
statement/prospectus was ________ shares.   Any shareholder who
desires to sell a large block of shares of Modine common stock may
therefore not be able to dispose of those shares on a given day and
may be required to sell those shares over a period of time.

Modine will incur merger-related expenses which will reduce
earnings in the quarter in which the merger is consummated.

     Modine anticipates that a one-time charge for direct
incremental merger-related transactional costs will be recorded
in the quarter in which the merger is consummated.  These costs
consist principally of charges related to investment banking
fees, professional services, registration and other regulatory
<PAGE>
costs estimated as of the date of this proxy statement/prospectus
to be approximately $______.  Modine expects to incur charges to
operations, currently estimated at $________, to reflect costs
associated with combining the operations of the two companies.
These costs will be recorded subsequent to consummation of the
merger.  These amounts are preliminary estimates and are
therefore subject to change.  Additional unanticipated expenses
may be incurred in the integration of the two companies.

Failure to complete the merger could adversely affect Thermacore's
ability to enter into alternative transactions.

     Under Pennsylvania law, Thermacore shareholders who do not
vote in favor of the merger are entitled to exercise dissenters'
rights.  If the merger occurs and a shareholder properly
exercises these rights, the dissenting shareholder is entitled to
receive cash for his or her shares of Thermacore stock, instead
of the shares of Modine common stock theshareholder would have
received in the merger if  the shareholder had not dissented.  It
is a condition to the merger that the holders of no more than 2%
of Thermacore's common stock, on a fully diluted basis, shall
have exercised, and not withdrawn or failed to perfect,
dissenters' rights under Pennsylvania law. If this condition is
not met, the merger may not be consummated.

     While the merger agreement is in effect, Thermacore may not
solicit, initiate, encourage or negotiate with another party to
enter into any other business combination such as a merger or
sale of assets.  As a result, if the merger is terminated
Thermacore will have foregone, during the period the merger
agreement was in effect, any opportunity for a transaction with
another potential partner.  If Thermacore then determines to seek
another merger or business combination, it might not be able to
find a partner at an attractive price.

The principal markets for Modine's products are cyclical and
dependent upon general economic conditions which, if adverse,
will have a negative effect on Modine's financial performance.

     Modine's principal customers include original equipment
manufacturers, generally referred to as OEMs, in the automotive,
truck, bus and farm equipment industries.  Sales in those markets
are cyclical and dependent upon general economic conditions.
Sales by OEMs in these industries will decline in periods of
recession or slower economic growth.  Any significant reduction
in the production and sales of Modine's customers will have an
adverse effect on the level of Modine's sales to those customers
and will have an adverse effect on Modine's operating results and
financial condition.

The principal markets in which Modine competes are highly
competitive and subject to increased competition from overseas
competitors.

     The automotive, truck, bus and farm equipment industries and
automotive aftermarket are highly competitive.  Modine's competes
with several manufacturers of heat transfer products, some of
which are divisions of larger companies with greater resources
and some of which are independent companies.  Those markets have
<PAGE>
changed significantly in recent years as Modine's traditional OEM
customers in the United States, faced with dramatically increased
international competition, have expanded their worldwide sourcing
of parts to better compete with lower-cost imports.  These market
changes have caused Modine to experience competition from suppliers
in other parts of the world which enjoy economic advantages such as
lower labor and health care costs.

     Modine competes in these markets on the basis of price,
product quality, customer service, distribution capabilities,
geographic presence and reputation.   Moreover, in recent years,
Modine's customers have asked Modine, as they have asked all of
their primary suppliers, to participate directly and more
substantially in research and development, design, and validation
projects that should result in stronger relationships and more
partnership opportunities.  Notwithstanding those trends,
however, competitive pressures could cause Modine to lose market
share or could result in significant price erosion, either of
which could have a material adverse effect upon the financial
position, results of operations and cash flows of Modine.

The principal markets in which Modine competes are relatively
mature, and future increases in the combined companies' revenues
will continue to be dependent, in the short-term, upon Modine's
ability to increase market share in the markets in which it
competes.

     Growth in the automotive, truck, bus and farm equipment
markets and the automotive aftermarkets is relatively modest even
when general economic conditions are good.  As a result, Modine's
ability to increase sales to those markets is largely dependent
upon its ability to displace sales by its competitors.  Although
the computer, telecommunications, networking and power-
semiconductor markets into which Thermacore sells are higher
growth markets, Thermacore's sales will initially constitute only
a relatively modest percentage of the sales of the combined
companies.

Both Modine and Thermacore are dependent on a limited number of
major customers, the loss of which could negatively affect the
financial performance of the combined companies.

     Ten customers accounted for approximately 45.9% of Modine's
sales in its fiscal year ended March 31, 2000.  Those customers,
listed alphabetically, were BMW, Caterpillar, DaimlerChrysler,
Fiat, Ford, John Deere, International Truck (formerly Navistar
International), NAPA, Paccar and Volkswagen. Sales to a single
customer, Hewlett Packard, represented approximately 38% of
Thermacore's total revenues in its fiscal year ended June 30,
2000.  The loss of one or more of these customers could have a
material adverse effect on the financial performance of the
combined companies until such time as sales to those customers
have been replaced by sales to another customer.

Modine's obligations to comply with unknown future environmental
obligations could have a material adverse effect on Modine.

     Modine's business and products are, and those of the combined
companies will be, subject to a constantly changing body of
<PAGE>
environmental laws and regulations that require that certain
environmental standards be met and imposes liability for failure
to comply with those standards. While Modine seeks to assure
compliance with environmental laws and regulations, there can be
no assurance that Modine's operations or activities, or historical
operations by others at Modine's locations, will not result in
cleanup obligations, civil or criminal enforcement actions or
private actions that could have a material adverse effect on Modine.

Modine has adopted a shareholder rights agreement and certain
provisions in its articles of incorporation that will make it
more difficult for a prospective acquiror to acquire Modine
without the prior approval of Modine's board of directors.

     Like a large number of publicly traded companies, Modine has
adopted a shareholder rights agreement.  See "Description of
Modine Common Stock--Shareholder Rights Plan."  The rights, if
issued under the agreement, would  result in a substantial
dilution of the share ownership in Modine of any person or entity
which sought to acquire more than 20% of Modine's outstanding
common stock without prior negotiation with, and the approval of,
Modine's board of directors. Modine's articles of incorporation
also (1) provide for a staggered board of directors, thus making
it more difficult for a dissident shareholder or third-party to
obtain control of Modine's board, and (2) include a provision
imposing, among other things, the requirement that certain
mergers and acquisitions be approved by a super-majority vote of
Modine's shareholders.  The rights agreement and these provisions
in Modine's articles, together with certain provisions of the
Wisconsin Business Corporation Law, will make it more difficult
for a person or entity to obtain control of Modine without the
support of Modine's board, even if individual shareholders
believe that a change in control of Modine would be in their best
interests or in the best interests of Modine or if a prospective
acquiror were willing to pay a premium for Modine's shares that
individual shareholders found attractive.

Forward-looking statements made in this document are subject to
risks and uncertainties, which may cause results to differ
materially from those expressed in these statements.

     This document contains, or incorporates by reference
documents that contain, forward-looking statements that are
subject to risks and uncertainties.  Forward-looking statements
include information concerning future financial results of Modine
and Thermacore.  Also, when words such as "intend," "anticipate,"
"believe," "expect" or similar expressions are used, these words
indicate forward-looking statements.  These statements are not
guarantees of future performance and involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements to differ materially from
the future results, performance or achievements expressed or
implied in the forward-looking statements.  In addition to the
assumptions and other factors referred to specifically in
connection with those statements, factors that could cause actual
results to differ materially from those contemplated in the
forward-looking statements include those factors described in
this section, or similar cautionary sections in the documents
incorporated by reference in this proxy statement/prospectus.
<PAGE>

                             THE MERGER

Background of the Merger

     Background of Modine's Interest in Acquiring Thermacore.  In
     -------------------------------------------------------
early 2000, Modine's strategic planning and business development
group began researching the electronics cooling market as a
potential new market for Modine. Modine had offered a line of
electronic cooling products in the 1950's and had created an
electronics cooling consortium and sold electronics cooling
products to the medical industry in the 1990's.  Its presence in
the electronic cooling market was, however, limited.  The
strategic planning group believed that the electronics cooling
market was a high growth market which Modine was particularly
well-equipped to enter in light of its long-standing expertise
and experience in providing thermal management solutions in other
markets.

     During the first half of 2000, Modine's strategic planning
group conducted informational meetings with several major
electronics companies and other potential customers, consulted
with academic and industry experts in the field of electronic
cooling, attended conferences, gathered published materials and
conducted other research relating to the electronic cooling
market and its participants. During the course of conducting
its research, the strategic planning group concluded, and senior
management concurred, that it would be more effective for Modine
to enter the electronic cooling business through the acquisition
of an existing participant in that market rather than attempting
to develop the business internally.  In July of 2000, the
strategic planning group began to develop a more formal business
plan and compiled, as part of that plan, a short list of
potential acquisition targets, including Thermacore. The
strategic planning group had concluded, based on discussions with
a number of large manufacturers of electronics products and other
market research, that Thermacore had an excellent reputation in
the market, due primarily to its technical expertise and ability
to manage successfully customer relationships.

     Events Leading to the Thermacore Board Decision to Sell the
     -----------------------------------------------------------
Company.  In 1999, Thermacore's board of directors determined
-------
that Thermacore would need high volume production capabilities in
order to meet forecasted increases in customer demand.
Thermacore's board reached that conclusion based on both input
from customers and an internal study of the industry and of
forecasted demand conducted by Thermacore in late 1999.
Thermacore's board also determined that substantial additional
capital funding and a substantial increase in skilled labor would
be required in order to achieve high volume production
capabilities sufficient to meet forecasted increases in customer
demand.

     On several occasions in late 1999 and early 2000, the
Thermacore board discussed the strategic options available to
Thermacore for addressing this need.  Those options included
<PAGE>
(1) purchasing or building a new manufacturing facility and hiring
the necessary skilled labor, (2) establishing a joint venture
with a high volume manufacturing business, or (3) seeking a buyer
for Thermacore that had high volume manufacturing capabilities
and would provide shareholder liquidity.  In May 2000, Thermacore
had extensive discussions with a strategic partner about a
possible business combination that Thermacore believed would result
in a significant increase in the manufacturing capabilities for
Thermacore's thermal management products. Thermacore engaged the
investment banking firm of SG Cowen Securities Corporation to
advise Thermacore in connection with the negotiations. Those
negotiations terminated without agreement.

     On May 17, 2000, the Thermacore board held a meeting to
explore the strategic alternatives available to Thermacore to
enhance shareholder value. Representatives of SG Cowen and
Pepper Hamilton LLP, Thermacore's legal counsel, participated in
the meeting.  At that meeting, the Thermacore board discussed
with SG Cowen the company's prospects going forward either (1) as
a stand-alone entity, taking into account estimated costs,
including capital expenditures and working capital, related to
the construction and operation of a high volume manufacturing
facility or (2) in combination with a strategic partner that had
those manufacturing and operations capabilities.  The discussion
included consideration of a discounted cash-flow analysis of
Thermacore as a stand-alone entity, a pro forma impact study of
the market value of Thermacore's capital stock if it were
acquired by various public strategic partners, and an incremental
accretion/dilution analysis of the Thermacore's capital stock if
the company were sold for cash.  After discussion and evaluation
of different transaction scenarios, including an organized bid
process and valuation matters, the Thermacore board of directors
authorized SG Cowen to conduct a bid process on behalf of
Thermacore in which it would solicit offers for the acquisition
of Thermacore from a wide range of possible acquirers with the
goal of maximizing Thermacore's capability and value for all
shareholders.

    During June and July 2000, SG Cowen prepared descriptive
materials concerning, among other things, Thermacore's
operations, properties, products, financial history and
management.  In conjunction with SG Cowen, Thermacore's
management also developed a list of potential buyers.  SG
Cowen began contacting potential buyers in August 2000.

     Initial Contact between Modine and Thermacore. On August 3,
     ---------------------------------------------
2000, Thomas Neyens, Modine's Director of Business Planning and
Development and the head of its strategic planning group,
contacted Donald Ernst, Thermacore's Vice President of
Development, to propose an introductory meeting between
representatives of Modine and Thermacore.  Modine informed
Thermacore that Modine was interested in entering the electronics
cooling business and wanted to discuss shared opportunities for
the two companies.  Modine did not know, at the time, that
Thermacore's board had decided to sell the company. A meeting
was arranged for September 1, 2000.


<PAGE>
     On the following day, a representative of SG Cowen called Mr.
Neyens to inform him that SG Cowen had been engaged to conduct a
formal bid process for the acquisition and sale of Thermacore.
SG Cowen inquired whether Modine would be interested in
participating in that process.  Mr. Neyens informed SG Cowen that
Modine was interested in participating.   On August 11, 2000,
Modine signed a confidentiality agreement in connection with the
bidding process, and on August 15, 2000, it received from SG
Cowen a copy of a confidential offering memorandum relating to
the sale of Thermacore's business.

   On September 1, 2000, representatives of Modine and
Thermacore met at Thermacore's Lancaster, Pennsylvania
headquarters, as originally arranged on the August 3, 2000
telephone call, to learn more about each other's businesses.  The
parties discussed business and technical issues.  The parties did
not specifically discuss an acquisition, although the parties
understood that Modine would be participating in the bidding
process.

     The Bidding Process and Modine's Participation in that
     ------------------------------------------------------
Process.   During August 2000, SG Cowen contacted approximately
-------
23 possible buyers, including major strategic competitors in the
thermal management industry, strategic partners and financial
buyers.  During August and September 2000, SG Cowen met with,
in person or by telephone, all 23 prospective buyers, of which 11,
including Modine, signed confidentiality agreements and requested
and received a confidential offering memorandum, procedures for
the bidding process, and a draft merger agreement.

     On September 12, 2000, Modine provided SG Cowen with a
preliminary indication that it would be interested in purchasing
100% of Thermacore's capital stock for a total enterprise value
of approximately $120 million, including the assumption of
Thermacore's debt. By September 14, 2000, the deadline for
responding to the offering materials, SG Cowen received a total
of four indications of interest from potential buyers.  On
September 15, 2000 at a meeting of the Thermacore strategic
committee of the board of directors, the committee reviewed and
discussed with SG Cowen and Pepper Hamilton the process by which
bids were solicited and the indications of interest that were
received from potential buyers.  In addition, SG Cowen assessed
each potential buyer and discussed valuation issues. After
conferring with SG Cowen and Pepper Hamilton further, the
Thermacore strategic committee authorized SG Cowen to invite the
parties that had submitted the indications of interest, including
Modine, to attend management presentations and to conduct due
diligence reviews at Thermacore's corporate offices.  On October 3,
2000, SG Cowen extended formal invitations to Modine and other
potential buyers to submit by November 9, 2000 final binding
offers to acquire Thermacore.  The offer was to be submitted by
marking for revision the draft merger agreement that SG Cowen had
furnished to each of the bidders, containing each bidder's best
and final offer.

    On October 5, 2000, representatives of Modine attended a
management presentation regarding Thermacore's operations at
<PAGE>
Thermacore's Lancaster, Pennsylvania headquarters and toured the
Thermacore factory located there.  During that same period,
representatives of Modine reviewed documents and other
information regarding Thermacore that had been assembled and made
available at Thermacore's offices.  These materials related to
Thermacore's corporate governance, employees and material
contracts, management reports and financial and operating data.
On October 11, 2000, representatives of Modine toured
Thermacore's manufacturing facilities in Mexico.  During the
month of October, representatives of the three other prospective
buyers also attended Thermacore management presentations, toured
Thermacore's facilities, and conducted due diligence at
Thermacore's offices.

     At a regular meeting of Modine's board of directors held on
October 18, 2000 at which all but one director were present, the
Modine board authorized Modine's officers to negotiate, execute
and deliver a merger agreement, subject to certain parameters
specified by the board.  On October 25, 2000, SG Cowen informed
Modine that the deadline for submitting final bids had been
extended to November 21, 2000. Modine continued its due
diligence, including a tour of Thermacore's facility in the
United Kingdom on November 6, 2000.

     On November 21, 2000, Modine submitted an offer to acquire all
of the outstanding capital stock of Thermacore.  On November 22,
2000, the Thermacore board held a special meeting at which it
reviewed the results of the bidding process with Thermacore's
executive management, SG Cowen and Pepper Hamilton.
Representatives of SG Cowen and Pepper Hamilton reviewed the
valuation and structure of the Modine offer as well as the
principal terms of the proposed merger agreement and voting
agreement and compared the Modine offer to the options available
to Thermacore.  After determining that the Modine proposal
offered the greatest realizable value to the Thermacore
shareholders, the Thermacore board of directors directed the
company's executive management, with the assistance of SG Cowen
and Pepper Hamilton, to begin negotiations with Modine.

     Negotiations between Thermacore and Modine.  On November 29,
     ------------------------------------------
2000, Thermacore delivered its initial comments on the draft
merger agreement to Modine.  On November 30, 2000, several
members of Modine's management team met with several members of
Thermacore's management team, along with representatives from SG
Cowen and Pepper Hamilton, to negotiate various terms of the
merger agreement.  These negotiations included all aspects of the
transaction, including the representations and warranties made by
the parties, the conditions to completion of the proposed merger,
the total purchase price, maximum and minimum Modine share prices
to be used in determining the number of shares to be issued,
preservation of the  location of Thermacore operations upon the
completion of the proposed merger, and treatment of Thermacore
employee stock options.

     On December 1, 2000, L. Ronald Hoover, Thermacore's chief
executive officer, Richard J. Defieux and John P. Horgan, two of
Thermacore's directors, and a representative from SG Cowen met
with Modine's senior executive team at Modine's corporate
<PAGE>
headquarters in Racine, Wisconsin.  At the meeting, Modine made a
presentation regarding its corporate structure, management, and
operations, and the parties discussed the proposed merger.

     Between December 1 and December 6, numerous teleconferences
were held among representatives of Modine, Thermacore, Pepper
Hamilton and Schiff Hardin & Waite, counsel to Modine, to negotiate
the terms and conditions of the merger agreement. The discussions
were focused on a proposed transaction that would value Thermacore
at $93.5 million and would be structured as a one-step stock merger,
as a result of which Modine would also assume $16.5 million in
Thermacore debt. Modine's common stock would be valued using a 20-day
average within a range of between +/- 7.5% to 20% of $27-28 per share
for purposes of determining the number of shares of Modine common
stock to be issued in exchange for Thermacore common and preferred
stock.  On December 6, 2000, Modine, at the request of SG Cowen,
submitted a revised offer. Negotiations continued following Modine's
submission of its revised offer, including discussions of Thermacore's
request for board representation and the executive level to which
Thermacore management would report at Modine following the merger and
further negotiations of the Modine common stock price collar.  The
parties agreed that for a two-year period following the merger
Thermacore representatives would hold three of the seven seats on
Thermacore's board of directors.  The parties also negotiated the terms
and conditions of the employment agreements to be entered into between
Thermacore and six of its executive officers.  During that same period,
Thermacore's board of directors held two special meetings to discuss
and direct the negotiations with Modine.  Those meetings took place on
December 7 and 12, 2000.

     Approval of the Merger Agreement by Thermacore's Board.  On
     ------------------------------------------------------
December 13, 2000, the Thermacore board of directors held a
special meeting to review revised drafts of the merger agreement,
which included a revised price collar of $22.08 to $32.00 per
share, and the voting agreements and discuss the principal terms
of the proposed merger.  After further deliberation, the
Thermacore board of directors unanimously:

   -   determined that the merger and the merger
       agreement are advisable and in the best interests of
       Thermacore and its shareholders;

   -   approved the merger, the merger agreement, the voting
       agreements and the transactions contemplated thereby, together
       with such changes as were discussed at the meeting;

   -   resolved to call a special meeting of Thermacore's
       shareholders to approve and adopt the merger agreement;

   -   resolved to recommend that the Thermacore shareholders vote
       in favor of approval and adoption of the merger agreement; and

   -   authorized Dr. Hoover to execute, on behalf of Thermacore,
       the merger agreement and such other documents that Dr. Hoover
       deems necessary or advisable in his discretion, together with any
       changes, deletions, additions and alterations Dr. Hoover approved
       consistent with the resolutions of the Thermacore board of
       directors.
<PAGE>
     As a condition to entering into the merger agreement, Modine
required certain affiliates of Thermacore to enter into voting
agreements with Thermacore and Modine under which they agreed to
vote their Thermacore shares in favor of the adoption and
approval of the merger and the merger agreement.  During the
afternoon of December 13, 2000, those affiliates of Thermacore
executed the voting agreements.  Modine and Thermacore then
entered into the merger agreement and the voting agreements.

     Additional Board Approvals by Modine.   At a meeting held on
     ------------------------------------
January 17, 2001, the Modine board authorized the issuance of the
Modine common stock to be issued in the merger and upon the
exercise of the Modine options to be substituted for the
Thermacore options, authorized the preparation and filing of the
registration statement of which this proxy statement/prospectus
is a part and the filing of an application to list the shares of
Modine common stock on the Nasdaq National Market, and took
certain other additional actions required in connection with the
merger and the merger agreement.  On March ___, 2001, Modine's
newly formed merger subsidiary adopted and approved the merger
agreement by unanimous written consent.

Approval by the Modine Board; Modine's Reasons for the Merger

     Modine's board of directors has determined that the merger
and the merger agreement, including the issuance of shares of
Modine common stock to Thermacore shareholders in exchange for
their shares of Thermacore common and preferred stock, are in the
best interests of Modine and its shareholders.  At a meeting of
the Modine board of directors held on October 18, 2000 where all
but one of the directors were in attendance, the directors
unanimously approved the acquisition of Thermacore by Modine and
the negotiation and delivery of a merger agreement.  Modine's
board authorized the issuance of the shares of common stock to be
issued in the merger and other related actions at a meeting held
on January 17, 2001.  Modine Merger Co. was incorporated as a
Pennsylvania corporation on March 1, 2001.  Its board of
directors approved the merger agreement by written consent
dated __________, 2001.

     Modine's board of directors authorized the merger and the
merger agreement because it believes that the acquisition of
Thermacore by Modine is consistent with Modine's strategic plans
for growth and market diversification.  Modine's board believes
that Thermacore's electronics cooling technology represents a
natural extension of Modine's heat transfer technology and that
the acquisition of Thermacore will permit Modine to expand into a
new and higher  growth market.   Modine's board of directors also
believes that Modine will be able to build upon Thermacore's
existing strengths, its technology and customer relationships, by
providing Thermacore with greater access to capital, sourcing
synergies and manufacturing expertise.

     In reaching its decision to approve the merger agreement and
the issuance of shares of Modine common stock to Thermacore
shareholders in connection with the merger, the Modine board took
into account a number of factors, including the following:

<PAGE>
     -    Modine's desire to participate in the electronics cooling
          market;

     -    the strategic fit between Thermacore's electronics cooling
          technology and Modine's heat transfer technology;

     -    the historical financial performance of Thermacore and the
          projections of Thermacore's management for future sales
          and profit growth;

     -    the risks that Thermacore's projected sales and profit
          growth would not be achieved;

     -    Thermacore's strengths as a technology leader and its broad
          customer relationships in the electronics industry;

     -    opportunities for improving Thermacore's manufacturing
          operations;

     -    the effect of the merger on Modine's short-term and long-
          term financial performance, including its belief that the
          issuance of the shares of Modine common stock in the merger
          would result in a slight dilution of Modine's earnings per
          share in fiscal year 2001 and be accretive to earnings in
          fiscal year 2002; and

     -    its belief that participation by Modine in the electronics
          cooling market would have a positive effect on the
          earnings multiple at which Modine common stock trades.

     The foregoing discussion of the information considered by
the Modine Board includes all material factors considered by the
Modine Board.  In light of the variety of factors considered in
its evaluation of the merger and the complexity of these matters,
the Modine Board did not find it practicable to and did not
attempt to quantify, rank or otherwise assign relative weights to
these factors.  The Modine Board conducted an overall analysis of
the factors described above, including discussions with Modine's
management and legal and accounting advisors.  In considering
these factors,  individual members of the Modine Board may have
given different weight to different factors.  The Modine Board
considered all these factors as a whole and considered them
overall to be favorable and to support its approval of the merger
and the merger agreement.

Recommendation of the Thermacore Board; Thermacore's Reasons for
the Merger

     The Thermacore board of directors has unanimously approved
the merger agreement and recommends that Thermacore shareholders
vote "FOR" the approval and adoption of the merger agreement.  In
reaching its decision to approve the merger agreement, the
Thermacore board of directors consulted with: (1) its legal
counsel regarding the legal terms of the transaction and the
obligations of the Thermacore board of directors in its
consideration of the proposed transaction, (2) its financial
advisors regarding the financial aspects of the proposed
transaction, and (3) the management of Thermacore concerning the
strategic advantages of an alliance with Modine, Thermacore's
<PAGE>
prospects in the absence of such alliance and Thermacore's
alternatives for enhancement of shareholder value.  At the same
time, the Thermacore board of directors also reviewed the history
of Modine and the prospects of Modine if the merger were
completed.  The factors that were examined as part of this
analysis include, but were not limited to, the following:

     -    the efficacy of Thermacore's strategic plan under
          current and forecasted customer demands and actions
          that would increase financial performance and long-term
          shareholder value;

     -    Thermacore's need to develop a high volume manufacturing
          capability to meet its customers' and the markets' demands
          and the difficulties of doing so as a stand-alone entity;

     -    the Thermacore board of directors' review of the
          business, operations, earnings and financial condition
          of Modine on both a historical and a prospective basis,
          the enhanced opportunities for operating efficiencies
          and sales growth that could result from the merger, the
          enhanced opportunities for growth that the merger would
          make possible as a result of Thermacore's becoming part
          of a larger organization with greater resources and the
          respective contributions that the parties would bring
          to a combined corporation;

     -    the belief that the opportunity to own stock of a
          larger, publicly traded company listed on the Nasdaq
          National Market would provide greater security to
          shareholders and a better return on their investment
          and would eliminate some of the risks of owning an
          illiquid investment in a privately held company and
          offer the potential for increased long-term value and
          liquidity to Thermacore shareholders;

     -    the current and anticipated market price of Modine
          common stock and the relative value of the merger
          consideration being offered to Thermacore shareholders;

     -    the fact that Modine's acquisition proposal was
          selected as the result of an extensive organized bid
          process involving discussions with a number of
          potential buyers, that Modine's offer represented the
          highest complete formal bid made in this process and
          that it was the result of arms' length negotiations in
          which the Thermacore board of directors and management
          were assisted by financial and legal advisors;

     -    the terms of the merger agreement and the transactions
          contemplated by the merger agreement, including the
          exchange ratio, the assumption of Thermacore's
          outstanding options, the agreement to maintain certain
          departments of Thermacore in Lancaster, Pennsylvania
          for two years from the effective time of the merger,
          the termination provisions, the voting agreement from
          majority shareholders, the continuation of director and
          officer insurance and the indemnification of officers
          and directors;
<PAGE>
     -    alternatives to the proposed transaction, including
          remaining independent as well as consideration of other
          potential strategic merger partners;

     -    the expectation that the merger will be treated as a
          tax-free reorganization to Thermacore and its
          shareholders, except for tax resulting from any cash
          received by the holders of Thermacore stock for
          fractional shares or in connection with the exercise of
          dissenters' rights;

     -    the expectation that the merger is to be accounted for
          using the pooling-of-interests method of accounting;

     -    the interests of management, particularly the
          assumption of the current management's employment and
          change-in-control agreements and the new employment
          agreements to be entered into by certain members of
          Thermacore's management, including one director;

     -    the enhanced ability to attract and retain key managers
          and engineers in light of competition and market
          conditions as a result of a combination with Modine;
          and

     -    the interests of employees in being part of, and
          opportunities for career advancement as a result of,
          Modine's growth in new markets.

  The Thermacore board of directors also considered several
potentially negative factors relating to the merger, including:

     -    the risks that the potential benefits sought from the
          merger would not be fully achieved;

     -    the risk that the merger would not be completed and the
          effect of the public announcement of the merger on
          Thermacore's sales and operating results, particularly
          the effect of the announcement on key customer and
          supplier relationships;

     -    the difficulty of and risks associated with integration
          of different organizational structures;

     -    the risks of Thermacore suffering employee attrition or
          of failing to attract key personnel due to the
          uncertainties associated with a pending merger; and

     -    the conditions to the merger.

     The Thermacore board of directors concluded that these
factors were outweighed by the potential benefits to be gained by
the merger agreement and the completion of the proposed merger.
The above discussion of material factors is not exhaustive, but
does set forth the principal factors considered by the Thermacore
board of directors. The Thermacore board of directors
collectively reached the conclusion to approve the merger
agreement and the merger in light of the factors described above
and other factors that each member of the Thermacore board of
<PAGE>
directors felt were appropriate.  The Thermacore board of
directors did not assign relative or specific weights to any of
the factors described above, and individual directors may have
weighed the factors differently.

     For the reasons set forth above, the Thermacore board of
directors has approved the merger and the merger agreement as
fair to and in the best interests of Thermacore and its
shareholders and recommends that Thermacore shareholders approve
and adopt the merger agreement.

Accounting Treatment

     The merger is expected to qualify as a pooling of interests
for accounting and financial reporting purposes under generally
accepted accounting principles.  Under this method of accounting,
(1) the recorded assets and liabilities of Modine and Thermacore
will be carried forward to Modine at their historical recorded
amounts, subject to any adjustments required to conform the
accounting policies of the two companies; (2) net income of the
combined corporation will include income of Modine and Thermacore
for the entire fiscal year in which the merger occurs; and (3)
the historical reported net income of Modine and Thermacore for
prior periods will be combined and restated as net income of
Modine after addressing any conformity issues.   It is a
condition to the obligations of Modine and Thermacore to
consummate the merger that Modine and Thermacore shall have
received a letter from Modine's independent public accountants
stating that they concur with the conclusions of Modine's and
Thermacore's management that no conditions exist that would
preclude accounting for the merger as a pooling of interests.

Material Federal Income Tax Consequences

     The following discussion is a summary of the material U.S.
federal income tax consequences of the merger to a shareholder
of Thermacore who holds shares of Thermacore common stock or
preferred stock as a capital asset at the time of the merger.
The discussion is based on laws, regulations, rulings and
decisions in effect on the date of this proxy statement/prospectus,
all of which are subject to change, possibly with retroactive effect,
and to differing interpretations. This discussion does not address
all aspects of federal taxation that may be relevant to particular
Thermacore shareholders in light of their personal circumstances or
to Thermacore shareholders subject to special treatment under the
Internal Revenue Code of 1986, including, among others, tax-
exempt organizations, Thermacore shareholders who received their
Thermacore common stock through the exercise of employee stock
options or otherwise as compensation, and Thermacore shareholders
who are not U.S. persons.  In addition, the discussion does not
address any state, local or foreign tax consequences of the
merger.

     You are urged to consult your tax advisor with respect to
the particular tax consequences of the merger to you.

     Tax Opinions.  In the opinion of Schiff Hardin & Waite,
     ------------
counsel to Modine, and Pepper Hamilton LLP, counsel to
<PAGE>
Thermacore, subject to the considerations described below under
"-Certain Considerations with Respect to Opinions," the merger
will constitute a "reorganization" within the meaning of Section
368(a) of the Internal Revenue Code, and Modine, Modine's merger
subsidiary and Thermacore will each be a party to the
"reorganization" within the meaning of Section 368(b) of the
Internal Revenue Code.  Completion of the merger is conditioned
upon counsel to both Modine and Thermacore delivering tax
opinions immediately before the effective time of the merger to
the same effect and subject to substantially the same
considerations set forth in this section.

     Tax Consequences of the Merger.  In accordance with the
     ------------------------------
conclusion of Schiff Hardin & Waite's and Pepper Hamilton LLP's
tax opinions that the merger will constitute a reorganization
within the meaning of Section 368(a) of the Internal Revenue
Code, and subject to the considerations described below under
"--Certain Considerations with Respect to Opinions," (1) in the
opinion of Schiff Hardin & Waite and Pepper Hamilton LLP, no gain
or loss will be recognized by Modine, Modine's merger subsidiary
or Thermacore as a result of the merger and (2) in the opinion of
Pepper Hamilton LLP:

     -    no gain or loss will be recognized by a holder of
          Thermacore common stock or preferred stock upon the
          exchange of his or her shares solely for shares of
          Modine common stock in the merger, except with respect
          to cash, if any, received by a holder of Thermacore
          common or preferred stock in lieu of a fractional
          share of Modine common stock or in connection with
          the exercise of dissenters' rights;

     -    the aggregate tax basis of the shares of Modine common
          stock received solely in exchange for shares of
          Thermacore common stock or preferred stock in the
          merger, including a fractional share of Modine common
          stock for which cash is received, will be the same as
          the aggregate tax basis of the shares of Thermacore
          common stock and preferred stock surrendered for
          Modine common stock in the merger;

     -    the holding period for shares of Modine common stock
          received in exchange for shares of Thermacore common
          stock and preferred stock in the merger, including a
          fractional share of Modine common stock, will include
          the holding period of the shares of Thermacore common
          stock and preferred stock surrendered for Modine common
          stock in the merger; and

     -    cash received by a holder of Thermacore common stock or
          preferred stock in lieu of a fractional share of Modine
          common stock or upon the exercise of dissenters' rights
          will be treated as received in exchange for shares of
          Thermacore common stock or preferred stock and capital
          gain or loss will be recognized in an amount equal to
          the difference between the amount of cash received and
          the tax basis of the exchanged Thermacore shares.

<PAGE>
     Certain Considerations with Respect to Opinions. Schiff
     -----------------------------------------------
Hardin & Waite's and Pepper Hamilton LLP's tax opinions are subject
to certain assumptions, limitations and qualifications. The opinions
are based on current laws that may change, possibly with retroactive
effect.  In issuing their opinions, Schiff Hardin & Waite and Pepper
Hamilton LLP relied on certain representations made by Thermacore and
Modine and their respective managements.  Please refer to the full
text of Schiff Hardin & Waite's and Pepper Hamilton LLP's tax opinions,
which set forth the assumptions made and matters considered in
connection with those opinions.  Copies of the opinions are filed as
exhibits to Modine's registration statement on Form S-4 filed with
the Securities and Exchange Commission, of which this proxy
statement/prospectus forms a part.  Opinions of counsel are not binding
on the Internal Revenue Service or the courts and do not preclude the
Internal Revenue Service from adopting or a court from sustaining a
contrary position. In addition, if any of these representations or
assumptions are inconsistent with the actual facts, the U.S. federal
income tax consequences of the merger could be adversely affected.

Regulatory Matters

     Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
and the rules promulgated under that act by the Federal Trade
Commission, certain transactions may not be consummated unless certain
information has been furnished to the Federal Trade Commission and the
Antitrust Division of the Department of Justice and all applicable
waiting periods have been terminated or have expired.  The merger is
subject to these requirements. On January 29, 2001, Modine and
Thermacore each filed a Notification and Report Form for review under
the Hart-Scott-Rodino Act with the Federal Trade Commission and the
Antitrust Division of the Department of Justice.  Early termination of
the Hart-Scott-Rodino Act waiting period was granted on February 13, 2001.

     Neither Modine nor Thermacore is aware of any other material
governmental or regulatory approval required for completion of the
merger, other than compliance with applicable Pennsylvania corporate law.

Dissenters' Rights

     Under Subchapter D of Chapter 15 of the Pennsylvania Business
Corporation Law of 1988, holders of shares of Thermacore common stock
and preferred stock have the right to dissent from the merger and obtain
a cash payment of the "fair value" of their shares in cash in the event
that the merger is consummated.  The term "fair value" means the value
of a share of Thermacore common stock or preferred stock immediately
before consummation of the merger taking into account all relevant
factors, but excluding any appreciation or depreciation in
anticipation of the merger.  Neither Modine nor Thermacore can assure
you as to the methodology a court would use to determine fair value or
how a court would select which elements of value are to be included in
this determination. The value so determined could be more or less than
the consideration to be paid for each share of Thermacore common stock
or Thermacore preferred stock in the merger. A copy of the applicable
statute is included as Annex B to this proxy statement/prospectus.  The
following summary of the provisions is qualified in its entirety by
reference to Annex B.


<PAGE>
     If you wish to exercise dissenters' rights, you must do all
of the following:

     (1)  submit, before the vote upon the merger at the special
          meeting, a written notice to Thermacore of your
          intention to demand payment of the fair value of your
          shares if the merger is consummated;

     (2)  make no change in the beneficial ownership of the
          shares between the date of your notice and the date
          that the merger is consummated; and

     (3)  not vote your shares of Thermacore common stock or
          preferred stock in favor of the approval and adoption
          of the merger agreement.

     Voting against, abstaining from voting, or failing to vote
on approval and adoption of the merger agreement will not
constitute written notice of an intent to demand payment for
shares of Thermacore common stock or preferred stock within the
meaning of Subchapter D.  You must send a separate, written
notice or demand which includes your name, address and telephone
number to:

          Thermacore International, Inc.
          780 Eden Road
          Lancaster, Pennsylvania 17601
          Attention: Secretary

     In the event that, after filing a written notice to demand
payment of fair value, you vote for approval and adoption of the
merger agreement, or you deliver a proxy in connection with the
special meeting that does not specify a vote against, or an
abstention from voting on, approval and adoption of the merger
agreement, you will have waived your dissenters' rights and will
have nullified any written notice of an intent to demand payment
that you previously submitted.   However, failure to submit a
proxy specifying a vote against or abstention from voting on the
merger after filing a written notice to demand payment of fair
value will not waive your dissenters' rights.

     You may assert dissenters' rights as to less than all of the
shares registered in your name only if you dissent with respect
to all shares owned by any one beneficial owner and you disclose
the name and address of each person on whose behalf you are
dissenting. The rights of a partial dissenter are determined as
if the shares as to which the record holder dissents and the
record holder's remaining shares were registered in the names of
different shareholders. A beneficial owner may assert dissenters'
rights as to shares held on the beneficial owner's behalf only if
the beneficial owner submits to Thermacore the record holder's
written consents to the dissent no later than the time the
beneficial owner asserts his or her dissenters' rights. A
beneficial owner may not dissent with respect to less than all
shares of the same class or series owned by the beneficial owner,
whether or not the shares owned by the beneficial owner are
registered in the beneficial owner's name.


<PAGE>
     If the merger agreement is approved and adopted, Thermacore
will deliver a further notice to all holders who have satisfied
the foregoing requirements. This notice will instruct the holder
on the procedure for obtaining payment and will include a copy of
Subchapter D. Failure to strictly follow the procedures set forth
in Subchapter D regarding perfection of dissenters' rights may
result in a loss of the right to payment.

     The foregoing is only a summary of the rights of a dissenting
shareholder of Thermacore. If you intend to dissent from the merger,
you should carefully review the applicable provisions of Subchapter
D and should also consult with your attorney. Your failure to follow
precisely the procedures summarized above may result in loss of your
dissenters' rights. No additional  notice of the events giving rise
to dissenters' rights or any steps associated with asserting those
rights will be furnished to you, except as indicated above or
otherwise required by law.

Federal Securities Laws Consequences; Stock Transfer Restriction
Agreements

     All shares of Modine common stock received by Thermacore
shareholders in the merger will be freely transferable, except
that persons who are deemed to be "affiliates" of Thermacore
under the Securities Act of 1933 at the time of the special
meeting may resell the shares of Modine common stock they receive
in the merger only in transactions permitted by Rule 145 under
the Securities Act of 1933 or as otherwise permitted under that
Act. Persons who may be affiliates of Thermacore for those
purposes generally include individuals or entities that control,
are controlled by, or are under common control with, Thermacore,
and would not include shareholders who are not officers,
directors or principal shareholders of Thermacore.

     The merger agreement required Thermacore, within ten
business days of the date of the merger agreement, (1) to obtain
and deliver to Modine an executed letter agreement from each of
the directors and executive officers of Thermacore, and (2) to
use its best efforts to obtain and deliver to Modine similar
executed letter agreements from each beneficial owner of five
percent or more of the outstanding shares of Thermacore capital
stock.  Those letter agreements provide that the affiliate will
not sell, transfer or otherwise dispose of any shares of Modine
common stock the affiliate receives in the merger or that are
otherwise owned or acquired by that affiliate:

     (1)  for a period beginning 30 days before the merger and
          continuing until results covering at least 30 days of
          post-merger combined operations of Modine and
          Thermacore have been publicly filed or announced by
          Modine; or

     (2)  in violation of the Securities Act of 1933.

     This proxy statement/prospectus and the registration
statement of which it is a part do not cover any resales of the
shares of Modine common stock you  receive in the merger, and no
person is authorized to make any use of this proxy
statement/prospectus in connection with any resale.
<PAGE>
       MATERIAL PROVISIONS OF THE MERGER AGREEMENT

General

     The following is a description of the material provisions of
the merger agreement.  The full text of the merger agreement is
attached as Annex A to this document.  You are encouraged to read
the merger agreement in its entirety.

Effect of Merger; Surviving Corporation

     Subject to the terms and conditions of the merger agreement,
Modine's merger subsidiary, a newly-formed Pennsylvania
corporation, will merge into Thermacore, and Thermacore will
survive the merger as a wholly-owned subsidiary of Modine.
Thermacore's separate corporate existence will continue
unaffected and unimpaired by the merger.

Amendments to Thermacore's Articles of Incorporation and
By-laws; Directors

     Amendments to Thermacore's Articles and Bylaws.  The merger
     ----------------------------------------------
agreement provides that the articles of incorporation and bylaws
of Modine's merger subsidiary, as in effect on the effective date
of the merger, will be the articles of incorporation and bylaws
of the surviving corporation.  The name of the surviving corporation
will, however, continue to be Thermacore International, Inc. and its
registered office will be Thermacore's principal business address.
The articles of incorporation of Modine's merger subsidiary differ
from Thermacore's existing articles of incorporation in that the
authorized capital stock of Modine's merger subsidiary consist
only of 1,000 shares of common stock, no par value.  The
authorized capital stock of Thermacore consists of 5,000,000
shares of common stock, par value $0.01 per share, and 62,500
shares of preferred stock, par value $0.01 per share.  The
articles of Modine's merger subsidiary also provide that the
personal liability of directors of the corporation is limited to
the fullest extent permitted by the provisions of Pennsylvania
corporate law, as those provisions may be amended from time to
time.  Thermacore's articles describe certain actions for which
the personal liability of directors will not be limited.

     Adoption and approval of the merger agreement by the
Thermacore shareholders will constitute approval of the amended
and restated articles of incorporation of Thermacore, including
the amendments described above.  You should keep in mind that, if
the merger is effective, Thermacore shareholders will cease to be
shareholders of Thermacore and will become shareholders of
Modine.  Your rights as a shareholder of Modine are governed by
Modine's, not Thermacore's, articles of incorporation.

     Directors.  The merger agreement also provides that the
     ---------
directors of Modine's merger subsidiary, immediately before the
effective time of the merger, will be the directors of Thermacore
as the surviving corporation.  Modine and Thermacore have agreed
that, at the effective time of the merger and for at least two
years from that date, four members of Thermacore's board of
<PAGE>
directors will be appointed by Modine and three will be appointed
by John Ryan, as a representative of the former Thermacore
shareholders.  Thermacore and Modine have also agreed that Donald R.
Johnson, Modine's president and chief executive officer, David B.
Rayburn, Modine's executive vice president, operations, and L. Ronald
Hoover, who will continue to serve as president of Thermacore following
the merger, will serve as three of the four initial directors to be
appointed by Modine.  The other members of the initial board of
directors of Thermacore following the merger have not yet been
determined.

Closing; Effective Time

     Unless otherwise agreed by the parties, the effective time
of the merger will take place no later than the third calendar
day after the approval and adoption of the merger agreement by
Thermacore's shareholders, provided that all other conditions to
the merger are satisfied or waived.

     On the closing date, Modine and Thermacore will file
articles of merger and all other required filings or recordings
with the Department of State of the Commonwealth of Pennsylvania
in accordance with the relevant provisions of Pennsylvania law.
The merger will become effective when these articles of merger
are filed with the Department of State of the Commonwealth of
Pennsylvania, or at a later date or time as Modine and Thermacore
agree and specify in the articles of merger.

Consideration to be Received in the Merger

     Conversion of Thermacore common stock and preferred stock.
     ---------------------------------------------------------
At the effective time of and by virtue of the merger, and without
any action on the part of any shareholder of either Thermacore or
Modine's merger subsidiary:

     -    Each issued and outstanding share of Thermacore common
          stock will be converted into the right to receive between
          0.81886 of a share and 1.18675 shares of Modine common
          stock, the actual number of shares to be determined
          according to the following conversion formula:

          (1)  $93,542,000, which is the aggregate consideration
               to be paid by Modine for all capital stock of
               Thermacore in the merger, shall be divided by
               3,569,825, which is the total number of
               outstanding shares of Thermacore common stock
               calculated on a fully-diluted basis.  This
               quotient is the "Per Share Consideration," and
               equals approximately $26.20.

          (2)  The Per Share Consideration shall then be divided
               by the unweighted average last-sale price for
               Modine common stock, as reported on the Nasdaq
               National Market, for the 20 trading days ending on
               the fifth trading day before the effective date of
               the merger, so long as this unweighted average
               price is not more than $32.00 and not less than
               $22.08.  This quotient is the "Exchange Ratio."
<PAGE>
          (3)  If the unweighted average last-sale price for
               Modine common stock is less than $22.08 or more
               than $32, the Exchange Ratio is fixed.  If the
               unweighted average last-sale price for Modine
               common stock during the measurement period is less
               than $22.08, you will receive 1.18675 shares of
               Modine common stock for each share of Thermacore
               common stock that you own, which will have a
               value, based on the unweighted average last-sale
               price of Modine's common stock during the
               measurement period, of less than $26.20. If the
               unweighted average last-sale price of Modine
               common stock during the measurement period is more
               than $32.00, you will receive 0.81886 of a share
               of Modine common stock for each share of
               Thermacore common stock that you own which will
               have a value, based on the unweighted average last-
               sale price of Modine's common stock during the
               measurement period, of more than $26.20.

          To illustrate, the table below sets forth a sample range
          of unweighted average last-sale prices for Modine common
          stock, the number of shares of Modine common stock each
          share of Thermacore common stock will be exchanged for
          at each average price, and the corresponding value of
          those shares of Modine common stock, determined on the
          basis of the unweighted average last-sale price for
          Modine common stock during the measurement period:

                                                  Value of Modine
                            No. of Shares of      Common Stock per
            Unweighted        Modine Common          Share of
           Average Last-       Stock to be       Thermacore Common
           Sale Price of    Received per Share   Stock (using the
           Modine Common      of Thermacore         unweighted
              Stock           Common Stock          average)
           -------------------------------------------------------
                $18             1.18675               $21.36
           -------------------------------------------------------
                $20             1.18675               $23.74
           -------------------------------------------------------
              $22.08            1.18675               $26.20
           -------------------------------------------------------
                $24             1.09181               $26.20
           -------------------------------------------------------
                $26             1.00783               $26.20
           -------------------------------------------------------
                $28             0.93584               $26.20
           -------------------------------------------------------
                $30             0.87345               $26.20
           -------------------------------------------------------
                $32             0.81886               $26.20
           -------------------------------------------------------
                $34             0.81886               $27.84
           -------------------------------------------------------
                $36             0.81886               $29.48
           -------------------------------------------------------
           The market price of Modine common stock at the effective
           time of the merger may be more or less than the unweighted
<PAGE>
           average last-sale price of Modine common stock during the
           measurement period.

     -     Each issued and outstanding share of Thermacore preferred
           stock will be converted into the right to receive that
           number of shares of Modine common stock that the holder
           would have been entitled to receive if the holder had
           converted the share of Thermacore preferred stock into
           Thermacore common stock immediately before the merger.
           Each share of Thermacore preferred stock is convertible,
           by its terms, into ten shares of Thermacore common stock.
           As a result, each share of Thermacore preferred stock will
           be converted into ten times the number of shares of Modine
           common stock into which a share of  Thermacore common stock
           is converted, determined according to the formula described
           above.

     Any share of Thermacore common stock held by Thermacore as
treasury stock will be automatically canceled, and no securities
of Modine or other consideration will be delivered in exchange
for those shares.

     At the effective time of the merger, all shares of
Thermacore common stock or preferred stock will cease to be
outstanding and will automatically be canceled and retired.  Each
holder of shares of Thermacore common stock or preferred stock
will cease to have any rights with respect to those shares,
except the right to receive shares of Modine common stock and
cash, if any, in lieu of fractional shares of Modine common stock
or, in the case of Thermacore shareholders who have properly
exercised dissenters' rights, the fair value of the Thermacore
shares.

     At the effective time of the merger, each share of common
stock of Modine's merger subsidiary issued and outstanding
immediately prior to the merger will be converted into one share
of common stock of Thermacore, as the surviving corporation.

     Dissenters' Shares. Shares of Thermacore common stock or
     ------------------
preferred stock in respect of which dissenters' rights have been
exercised shall be treated in accordance with Section 1930 and
Subchapter D of Chapter 15 of the Pennsylvania Business
Corporation Law of 1988.  If a person who otherwise would be
deemed to be a dissenting shareholder fails to properly perfect
or effectively withdraws or loses the right to dissent with
respect to any shares of Thermacore common stock or preferred
stock, those shares will be treated as though they had been
converted at the time of the merger into the right to receive
shares of Modine common stock and cash, if any, in lieu of
fractional shares of Modine common stock.  See also "The Merger -
Dissenters' Rights."

Conversion of Shares; Surrender of Certificates; Fractional
Shares

     Promptly after the effective time of the merger, Modine's
exchange agent, Wells Fargo Bank Minnesota, N.A. Shareowner
Services, will send a transmittal letter to each Thermacore
<PAGE>
shareholder.  The transmittal letter will contain instructions
for the surrender of Thermacore stock certificates in exchange
for certificates representing shares of Modine common stock.
Shareholders should not return stock certificates with the
enclosed proxy.  The exchange agent will mail to each Thermacore
shareholder who properly completes and returns a letter of
transmittal and surrenders his or her Thermacore stock
certificate or certificates (1) a stock certificate representing
that shareholder's shares of Modine common stock issuable for his
or her shares of Thermacore common stock or preferred stock in
the merger, and (2) a check for cash in lieu of any fractional
shares of Modine common stock issuable to that shareholder.

     After the effective time of the merger, each certificate
that previously represented shares of Thermacore common stock or
preferred stock will represent only the right to receive Modine
common stock into which those Thermacore shares were converted in
the merger and the right to receive cash in lieu of fractional
shares of Modine common stock as described below.

     Until they surrender their Thermacore stock certificates to
the exchange agent, holders of record of certificates previously
representing Thermacore common stock or preferred stock will not
be paid cash in lieu of fractional shares of Modine common stock,
nor will they receive dividends or distributions with a record
date after the effective time merger on the Modine common stock
into which their Thermacore shares have been converted.  When
these certificates are surrendered, any cash in lieu of
fractional shares of Modine common stock or unpaid dividends or
distributions with a record date after the effective time of the
merger will be paid to the holder of record without interest.

     No fractional shares of Modine common stock will be issued
in the merger.  Instead, the exchange agent will pay to each
Thermacore shareholder an amount in cash equal to the product
obtained by multiplying (1) the fractional share interest to
which that holder would otherwise have been entitled by (2) the
unweighted average last-sale price for Modine common stock, as
reported on the Nasdaq National Market for the 20 trading days
ending on the fifth trading day preceding the effective date of
the merger, so long as this unweighted average price is not more
than $32.00 and not less than $22.08.

     If after the effective time of the merger a Thermacore
shareholder claims that his or her certificate is lost, stolen or
destroyed, the shareholder shall present an affidavit of that
fact to the exchange agent and may be required to post a bond as
indemnity against any claim that may be made against Modine or
the exchange agent with respect to the lost, stolen or destroyed
certificate.  Upon receipt of the affidavit and any required
bond, the exchange agent will issue a certificate for the
applicable number of shares of Modine common stock and cash in
lieu of any fractional shares in exchange for the lost, stolen or
destroyed certificate.

Treatment of Thermacore Stock Options

     All options granted under a Thermacore stock option plan
that are not exercised and remain outstanding at the effective
<PAGE>
time of the merger will be assumed by Modine and, following the
effective time of the merger, will be exercisable upon the same
terms and conditions as those options were exercisable prior to
the merger, except that the exercise price and the number of
shares that can be purchased upon the exercise of the options
will be revised to reflect the conversion of the options on the
same basis as shares of Thermacore common stock are converted
into shares of Modine common stock in the merger.  As soon as
practicable after the effective time of the merger, Modine will
notify the holders of these options of their respective rights
and the obligations of Modine under these option plans.

     Within two business days of the effective time of the
merger, Modine will prepare and file with the Securities and
Exchange Commission a registration statement which will register
the shares of Modine common stock issuable upon the exercise of
the options issued to the former Thermacore option holders.
Modine will keep this registration statement effective until
all of these options are exercised, terminated or canceled.

Representations and Warranties

     Thermacore and Modine each made a number of representations
and warranties in the merger agreement about their authority to
enter into the merger agreement and to complete the transactions
contemplated by the merger agreement, and about aspects of their
business, financial condition, structure and other facts
pertinent to the merger.

     Some of the representations and warranties made by
Thermacore relate to the following topics:

     -    corporate organization, standing and similar corporate
          matters regarding Thermacore and its subsidiaries;

     -    the corporate power and authority to execute, deliver
          and perform the merger agreement and to consummate the
          transactions contemplated by the merger agreement;

     -    the absence of any required governmental consents,
          approvals or authorizations other than those specified
          in the merger agreement;

     -    capitalization of Thermacore;

     -    Thermacore's financial statements;

     -    the accuracy of information supplied by Thermacore in
          connection with this proxy statement/prospectus and
          Modine's registration statement on Form S-4 of which
          this proxy statement/prospectus forms a part;

     -    the absence of certain material changes or events with
          respect to Thermacore since June 30, 2000;

     -    the absence of undisclosed material liabilities;

     -    litigation involving Thermacore;

<PAGE>
     -    tax matters;

     -    matters relating to the Employee Retirement Income
          Security Act of 1974 and labor matters;

     -    compliance with applicable laws;

     -    intellectual property matters;

     -    compliance with environmental laws;

     -    the absence of undisclosed investment banker, broker,
          finder or other similar fees or commissions;

     -    the validity of leases of real property and the
          accuracy of information concerning real property used
          in Thermacore's business;

     -    the existence, validity and status of certain material
          contracts and agreements;

     -    matters related to accounts receivable and inventories;

     -    the nature of the relationships between Thermacore and
          its customers and suppliers;

     -    the absence of guaranties or extensions of credit;

     -    accounting for the merger as a pooling of interests;

     -    the nature of the relationships between Thermacore and
          its sales representatives;

     -    licenses, permits and registrations; and

     -    the nature of certain intellectual property rights
          granted by Thermacore to third parties in connection
          with joint venture agreements.


     Some of the representations and warranties made by Modine
related to the following topics:

     -    corporate organization, standing and similar corporate
          matters regarding Modine and its merger subsidiary;

     -    the corporate power and authority to execute, deliver
          and perform the merger agreement and to consummate the
          transactions contemplated by the merger agreement;

     -    the absence of any required governmental consents,
          approvals or authorizations other than those specified
          in the merger agreement;

     -    documents filed by Modine with the Securities and
          Exchange Commission, and the accuracy of information
          contained in those documents;

     -    Modine's financial statements;
<PAGE>
     -    the accuracy of information supplied by Modine in
          connection with this proxy statement/prospectus and
          Modine's registration statement on Form S-4 of which
          this proxy statement/prospectus forms a part;

     -    the absence of certain material changes or events;

     -    the absence of undisclosed material liabilities;

     -    the absence of undisclosed investment banker, broker,
          finder or other similar fees or commissions;

     -    licenses, permits and registrations; and

     -    accounting for the merger as a pooling of interests.

Covenants

     Conduct of Business.  Pursuant to the merger agreement,
     -------------------
Modine and Thermacore have each agreed that, except as permitted
by the merger agreement or as consented to by the other party,
during the period from the date of the merger agreement to the
effective time of the merger, each party will, and will cause its
subsidiaries to:

     -    carry on their respective businesses in the ordinary
          course consistent with past practice and in compliance
          in all material respects with all applicable laws and
          regulations; and

     -    use their commercially reasonable efforts to preserve
          intact their respective business organizations and
          relationships with third parties, including customers,
          suppliers and (in the case of Thermacore) sales
          representatives and to keep available the services of
          their present officers and employees.

     In addition, the merger agreement provides that Thermacore
will not, and will not permit its subsidiaries to, take any
action outside of the parameters specified in the merger
agreement relating to the following matters:

     -    adopting or proposing any change to its articles of
          incorporation or bylaws,

     -    merging or consolidating with, or acquiring a material
          amount of assets of, any third party;

     -    declaring, setting aside or paying any dividends or
          making any other distributions with respect to
          Thermacore capital stock;

     -    creating or assuming any lien on a material asset;

     -    issuing or selling any securities of Thermacore or its
          subsidiaries;


<PAGE>
     -    adjusting, splitting, reclassifying, repurchasing or
          redeeming any Thermacore capital stock and entering
          into any sale or voting agreement regarding Thermacore
          capital stock;

     -    incurring any indebtedness or making any material loans
          to or investments in any third party;

     -    granting any severance or termination pay to, or
          entering into any employment, termination or severance
          arrangement with, any director, officer, consultant or
          employee of Thermacore or any of its subsidiaries, or
          changing any benefits or increasing any compensation
          payable under their existing severance, termination or
          employment agreements;

     -    proposing or recommending any plan of liquidation,
          dissolution, share exchange or division;

     -    changing any method of accounting or any accounting
          principle or practice used by Thermacore or any of its
          subsidiaries, except as may be required by reason of a
          change in U.S. generally accepted accounting principles;

     -    changing any tax election, tax accounting period,
          method of tax accounting or tax return;

     -    selling, leasing or encumbering property or assets; or

     -    taking any action that would cause the representations
          and warranties regarding absence of certain changes or
          events in the merger agreement to no longer be true.

     Modine has also agreed that, between the date of the merger
agreement and the effective time of the merger, it will not adopt
or propose any change to its certificate of incorporation or bylaws
that would materially and adversely affect the rights of
Thermacore shareholders as anticipated Modine shareholders.

     Preservation of Intellectual Property Rights.  Thermacore has
     --------------------------------------------
agreed that it will, and will cause its subsidiaries to, preserve
their ownership rights to the intellectual property owned by
Thermacore free and clear of any liens and use commercially
reasonable efforts to assert, contest and prosecute any
infringement of any issued foreign or domestic patent, trademark,
service mark or copyright, or any misappropriation or disclosure
of any trade secret, confidential information or know-how included
in the intellectual property owned by Thermacore or any of its
subsidiaries.

     No Solicitation. The merger agreement provides that none of
     ---------------
Thermacore or its subsidiaries will, nor will they permit any of
their directors, officers, employees, financial advisors and
other agents or representatives to, directly or indirectly:

     (1)  solicit, initiate, or encourage any acquisition
          proposal with respect to Thermacore; or
<PAGE>
     (2)  engage in any discussions with, or disclose or provide
          access to any non-public information to, any third
          party regarding any acquisition proposal.

     Listing of the Modine Common Stock to Be Issued in the Merger.
     -------------------------------------------------------------
Modine has agreed to take all action necessary to ensure that the
shares of Modine common stock issuable in the merger or upon the
exercise of any assumed Thermacore options have been approved for
listing on the Nasdaq National Market on or before the effective
time of the merger, subject to official notice of issuance;

     Conduct of the Business of Thermacore Following the Effective
     -------------------------------------------------------------
Time of the Merger.  Modine has agree that, for a period of two
------------------
years following the effective time of the merger:

     (1)  it will maintain the Sales and Marketing, Engineering,
          and Technology departments of the electronic cooling
          business unit of Thermacore located in Lancaster,
          Pennsylvania;

     (2)  the management of Thermacore will report directly to
          the most senior executive of Modine responsible for
          Modine's operations or to another senior executive with
          comparable responsibilities as may be designated by the
          chief executive officer of Modine; and

     (3)  the board of directors of Thermacore will consist of
          seven members, four of whom will be appointed by Modine
          and will initially include Donald R. Johnson, David B.
          Rayburn, and L. Ronald Hoover and three of whom will be
          appointed by John Ryan, as Thermacore's representative.


Additional Agreements

      Indemnification.  Modine will cause Thermacore, following
      ---------------
the merger, to indemnify, defend and hold harmless any person who
is now, or has been at any time prior to the merger, a director,
officer, employee or agent of Thermacore or any of its
subsidiaries against all losses, claims, damages, liabilities
costs and expenses based on or arising out of:

      (1) the fact that the person is or was a director, officer,
          employee or agent of Thermacore or any of its
          subsidiaries at any time prior to the merger or is or
          was serving at the request of Thermacore or any of its
          subsidiaries as a director, officer, employee or agent
          of another corporation, partnership, joint venture, trust
          or other enterprise at any time before the merger; or

      (2) the merger agreement or any of the transactions
          contemplated by the merger agreement,

in each case, to the full extent that such person was indemnified
under Thermacore's articles of incorporation and bylaws as of the
<PAGE>
date of the merger agreement.  Modine has also agreed to cause
Thermacore, following the merger, to honor the indemnification
agreements between Thermacore or any of its subsidiaries, as the
case may be, and any of their current or former officers or
directors existing as of the date of the merger agreement and
previously disclosed to Modine.  The indemnification obligations
described in this paragraph will remain in effect, with respect
to occurrences before or on the merger date, for a period of
three years after the effective time of the merger.

     Modine will also provide directors and officers of
Thermacore with officers' and directors' liability insurance
coverage for matters occurring before or on the merger date for
a minimum period of three years after the date of the merger.
Modine has agreed to provide coverage substantially similar to
Thermacore's existing officers' and directors' liability
insurance, including an overall coverage amount not less than the
amount available under Thermacore's existing insurance policy.

     Fees and Expenses. Whether or not the merger is completed,
     -----------------
all fees and expenses incurred in connection with the merger, the
merger agreement and the transactions contemplated by the merger
agreement will be paid by the party incurring those fees or
expenses, except that Modine and Thermacore will each pay one-half
of the costs of filing the registration statement on Form S-4 and
printing and mailing this proxy statement/prospectus (not
including any legal or accounting fees).

     Tax Treatment.  None of Thermacore, Modine or their
     -------------
respective subsidiaries shall take any action or omit to take any
action which would cause the merger not to qualify as a tax-free
reorganization under Section 368(a) of the Internal Revenue Code.

     Pooling of Interests.  Thermacore and Modine have each
     --------------------
agreed that, during the period between the date of the merger
agreement and the expiration of the applicable restricted period for
pooling of interests accounting purposes, each will use its best
efforts, and will cause its affiliates, not to take any action or
omit to take any action that would jeopardize the treatment of the
transactions contemplated by the merger agreement as a pooling of
interests.

Conditions to the Consummation of the Merger

     Modine's and Thermacore's obligations to effect the merger
are subject to the satisfaction or waiver, to the extent that a
waiver is permitted by law, of various conditions on or before
the date on which the merger is to be effected, which include,
in addition to other customary closing conditions, the following:

     (1)  Thermacore's shareholders shall have approved and
          adopted the merger agreement and the transactions
          contemplated by the merger agreement;

     (2)  the waiting period applicable to the merger under the
          Hart-Scott-Rodino Act shall have expired or been terminated;
<PAGE>

     (3)  no provision of any applicable law or regulation and no
          judgment, injunction, order or decree of a court of
          competent jurisdiction shall prohibit the consummation
          of the merger;

     (4)  no action shall have been instituted by any
          governmental entity which seeks to prevent consummation
          of the merger or seeks material damages in connection
          with the transactions contemplated by the merger
          agreement, which action remains outstanding;

     (5)  Modine's registration statement on Form S-4, of which
          this proxy statement/prospectus forms a part, shall be
          effective under the Securities Act of 1933 and shall
          not be the subject of any order, or any proceeding
          seeking an order, suspending its effectiveness;

     (6)  the shares of Modine's common stock issuable in the
          merger or upon the exercise of any assumed Thermacore
          options shall have been approved for listing on the
          Nasdaq National Market, subject to official notice
          of issuance; and

     (7)  Modine and Thermacore shall have received a letter from
          Modine's independent public accountants, dated as of
          the effective time of the merger, stating that they
          concur with the conclusions of Modine's and
          Thermacore's management that no conditions exist that
          would preclude accounting for the merger as a pooling
          of interests;

     In addition, each of Modine's and Thermacore's obligations
to effect the merger are subject to the satisfaction or waiver of
the following additional conditions:

     (1)  the other party to the merger agreement shall have
          performed in all material respects all obligations
          required to be performed by it under the merger
          agreement on or before the date of the merger;

     (2)  the representations and warranties made by the other
          party in the merger agreement that are qualified as to
          materiality shall be true and correct at and as of the
          date of the merger, as if they were made on that date,
          and the representations and warranties made by the
          other party in the merger agreement that are not
          qualified as to materiality shall be true and correct
          in all material respects at and as of the date of the
          merger, as if they were made on that date; and

     (3)  Modine shall  have received from its legal counsel,
          Schiff Hardin & Waite, and Thermacore shall have
          received from its legal counsel, Pepper Hamilton LLP,
          on the date of the merger, opinions dated that date,
          to the effect that the merger will constitute a
          "reorganization" within the meaning of Section 368(a)
          of the Internal Revenue Code and that Modine, Modine's
          merger subsidiary and Thermacore will each be a party
<PAGE>
          to the reorganization within the meaning of Section
          368(b) of the Internal Revenue Code (see "The Merger--
          Material Federal Income Tax Consequences").

     Modine's obligations to effect the merger are subject to the
following additional conditions:

     (1)  all consents and approvals of third parties to the
          transactions contemplated by the merger agreement
          shall have been obtained, and all required notices
          shall have been delivered;

     (2)  holders of not more than 2% of the Thermacore common
          stock, on a fully-diluted basis, shall have exercised,
          and not withdrawn or failed to perfect, dissenters'
          rights under Pennsylvania law;

     (3)  at any time after the date of the merger agreement no
          material adverse change shall have occurred relating to
          Thermacore and its subsidiaries, taken as a whole;

     (4)  Thermacore shall have entered into employment
          agreements with each of Donald M. Ernst, Jerome E. Toth,
          David R. Longsderff, Larry J. Bostwick, George A. Meyer,
          IV and John P. Molony, and these employment agreements
          shall be in full force and effect on the date of the
          merger; and

     (5)  The License Agreement, dated January 17, 1998, between
          Thermacore and Yeh-Chiang Technology Corporation, as
          amended by the Addendum dated April 29, 1999, and the
          Trademark License, dated January 17, 1998, between
          Thermacore and Yeh-Chiang Technology Corporation, shall
          have been terminated in accordance with the terms of
          the Agreement, dated September 29, 2000, between the
          company and Yeh-Chiang Technology Corporation.

     For purposes of the merger agreement, "material adverse
effect" means, with respect to any party or person, any change,
effect, event, occurrence or state of facts that is, or would
reasonably be expected to be, materially adverse to the financial
condition, business, operations, assets or results of operations
of that party or person and its subsidiaries taken as a whole, or
that would or would reasonably be expected to materially impair
the ability of that party or person to perform its obligations
under the merger agreement.

Termination, Amendment and Waiver

     The merger agreement may be terminated and the merger may be
abandoned at any time prior to the effective time of the merger:

     -    by mutual written consent of Thermacore and Modine;

     -    by either Thermacore or Modine, if there shall be any
          law or regulation that makes consummation of the merger
          illegal or otherwise prohibited or if any judgment,
          injunction, order or decree enjoining Modine or
          Thermacore from consummating the merger is entered and
<PAGE>
          that judgment, injunction, order or decree shall have
          become final and non-appealable;

     -    by Modine, upon a breach of any representation,
          warranty, covenant or agreement of Thermacore, or if
          any representation or warranty of Thermacore shall
          become untrue, the effect of which is a material
          adverse effect on Thermacore and provided that the
          breach cannot or has not been cured within 20 days
          after Modine has given Thermacore notice of the breach;

     -    by Thermacore, upon a breach of any representation,
          warranty, covenant or agreement of Modine, or if any
          representation or warranty of Modine shall become
          untrue, the effect of which is a material adverse
          effect on Modine and provided that the breach cannot or
          has not been cured within 20 days after Thermacore has
          given Modine notice of the breach; or

     -    by either Modine or Thermacore, if the merger shall not
          have been consummated on or before June 12, 2001;
          provided that this right to terminate the merger
          agreement shall not be available to any party whose
          breach of any obligation under the merger agreement has
          been the cause of, or resulted in, the failure of the
          merger to occur on or before that date.

     In the event of termination of the merger agreement by
either Thermacore or Modine, the merger agreement will become
void and of no effect, with no liability on the part of any party
to the merger agreement, other than obligations regarding
confidentiality of information, amendment, notice, expenses,
successors and governing law.  Nothing in the termination
provisions of the merger agreement, however, shall relieve any
party to the merger agreement of liability for a breach of any
representation or warranty or other provision of the merger
agreement prior to termination.

     Amendment and Waiver. The merger agreement may be amended,
     --------------------
in writing, by Modine and Thermacore at any time before or after
the approval and adoption of the merger agreement by the
Thermacore shareholders and any provision may be waived, if a
written waiver is signed by the party against whom the waiver is
to be effective; provided that, after the approval and adoption
of the merger agreement by Thermacore's shareholders, no
amendment or waiver may, without the further approval of
Thermacore's shareholders, alter or change:

     (1)  the amount or kind of consideration to be received in
          exchange for Thermacore common stock or preferred
          stock, or

     (2)  any of the terms and conditions of the merger agreement
          if the alteration or change would adversely affect the
          holders of shares of Thermacore common stock or
          preferred stock.


<PAGE>
Related Agreements

     At the same time that the merger agreement was signed,
Modine and Thermacore entered into voting agreements with each
of Thermacore's officers and directors, all of whom are
shareholders, and with certain beneficial owners of 5% or more
of Thermacore's common and preferred stock.  Under each voting
agreement, each shareholder agreed to appear of record on the
record date for the special meeting for the purpose of obtaining
a quorum and to vote his or her respective shares of Thermacore
common or preferred stock in favor of the merger agreement. The
voting agreements provide that if the shareholders who are
parties to those agreements acquire ownership of, or voting power
with respect to, any additional shares of Thermacore common stock
or preferred stock, those shares will also be subject to the
voting agreements.  As of the date of the voting agreements,
those shareholders beneficially owned, in the aggregate, 62.8% of
the outstanding Thermacore common stock, 92.0% of the outstanding
Thermacore preferred stock, and 69.2% of the combined voting
power of the Thermacore common and preferred stock.  As a result,
unless those shareholders who are parties to the voting
agreements breach their obligations under those agreements,
approval and adoption of the merger agreement is assured.




































<PAGE>
         THE SPECIAL MEETING OF THERMACORE SHAREHOLDERS

Date, Time and Place of the Special Meeting

     The special meeting of the shareholders of Thermacore is
scheduled to be held as follows:

                    ___________, 2001, 10:00 a.m., E.S.T.
                    ____________________
                    Lancaster, PA 17601

Purpose of the Special Meeting

     The special meeting is being held so that the Thermacore
shareholders may consider and vote upon a proposal to approve and
adopt the merger agreement and transact any other business that
properly comes before the special meeting or any adjournment
thereof.  Approval and adoption of the merger agreement will also
constitute approval of the merger and the other transactions
contemplated by the merger agreement.  If the shareholders of
Thermacore approve and adopt the merger agreement, a wholly owned
subsidiary of Modine will merge into Thermacore, and Thermacore
will survive the merger as a wholly owned subsidiary of Modine.

Shareholder Record Date for the Special Meeting

     Thermacore's board of directors has fixed the close of
business on _______ __, 2001, as the record date to determine
Thermacore shareholders entitled to receive notice of and
entitled to vote at the special meeting.  At the close of
business on the record date, ______ shares of Thermacore common
stock and _____ shares of Thermacore preferred stock were
outstanding and entitled to vote at the special meeting, and
were held by approximately ___record holders.

Vote of Thermacore Shareholders Required for Approval and
Adoption of the Merger

     A majority of the outstanding shares of Thermacore common
stock and preferred stock entitled to vote at the special meeting
must be represented, either in person or by proxy, to constitute
a quorum at the special meeting.   The affirmative vote of at
least (1) a majority of the votes cast by the holders of
Thermacore common stock and preferred stock, voting as a single
class, and (2) two-thirds of the outstanding shares of Thermacore
preferred stock, voting as a separate class, is required to
approve and adopt the merger agreement.  You are entitled to one
vote for each share of Thermacore common stock and ten votes for
each share of Thermacore preferred stock held by you on the
record date for each proposal to be presented to you at the
special meeting.

     The Thermacore officers, directors and shareholders who are
parties to a voting agreement with Modine have agreed to vote
their shares of Thermacore common stock and/or preferred stock in
favor of the approval and adoption of the merger agreement.  As
of date of this proxy statement/prospectus, these shareholders
held ________ shares of common stock (or ___% of the outstanding
common stock), 57,500 shares of preferred stock (or 92% of the
<PAGE>
outstanding  preferred stock) and __________ shares of common
stock on an as-converted basis (or ___% of the combined voting
power of the outstanding Thermacore common stock and preferred
stock).  As a result, approval and adoption of the merger
agreement is assured, unless the parties to the voting agreement
breach their obligations under the voting agreement.

Voting of Proxies

     All shares of Thermacore common stock and preferred stock
represented by properly executed proxies received before or at
the special meeting will, unless the proxies are revoked, be
voted in accordance with the instructions indicated on them.
Properly executed proxies that do not contain voting instructions
will be voted "FOR" approval and adoption of the merger
agreement.  You are urged to mark the box on the proxy to
indicate how to vote your shares.

     If you return a properly executed proxy and you have
abstained from voting on the proposal, your Thermacore common
stock or preferred stock represented by the proxy will be
considered present at the meeting for purposes of determining
a quorum and for purposes of calculating the vote, but will not
be considered to have been voted in favor of approval and
adoption of the merger agreement.

     Because approval and adoption of the merger agreement
requires the affirmative vote of at least two-thirds of the
outstanding shares of Thermacore preferred stock voting as a
separate class, any failure by a preferred shareholder to return
the proxy or otherwise vote at the special meeting will have the
same effect as a vote "AGAINST" approval and adoption of the
merger agreement.

     Thermacore does not expect that any matter other than the
approval and adoption of the merger agreement will be brought
before the special meeting.  If, however, other matters are
properly presented, the person named in the proxies will vote in
accordance with their judgement with respect to those matters,
unless authority to do so is withheld in the proxy.

Revocability of the Proxies

     You may revoke your proxy at any time before it is voted by:

     -    Notifying in writing the Secretary of Thermacore at 780 Eden
          Road, Lancaster, Pennsylvania 17601;
     -    Granting a later-dated  proxy; or
     -    Appearing in person and voting at the special meeting.
          Attendance at the special meeting will not in and of
          itself constitute revocation of a proxy.

Dissenting Shareholders' Rights

     The rights of dissenting shareholders of Thermacore are
governed by the Pennsylvania Business Corporation Law.  For
discussion of dissenters' rights see "The Merger-Dissenters' Rights".
A copy of the applicable statute is set forth in Annex B hereto.

<PAGE>
Solicitation of Proxies

    Thermacore and Modine will each pay one-half of all expenses
incurred in connection with the filing of the registration
statement on Form S-4 and the printing and mailing of this proxy
statement/prospectus to Thermacore's shareholders, not including
legal or accounting fees.   In addition to solicitation by mail,
Thermacore's officers and employees may solicit proxies by
telephone, fax, telegram or in person.

     You should not send stock certificates with your proxy.  A
transmittal form with instructions for the surrender of stock
certificates of Thermacore common stock and preferred stock will
be mailed to you as soon as practicable after the completion of
the merger.












































<PAGE>

           INFORMATION ABOUT THE COMPANIES

Modine Manufacturing Company

     Modine was incorporated under the laws of the State of
Wisconsin in 1916.  Modine is an independent, worldwide leader
in heat-transfer and heat storage technology , serving vehicular,
industrial, commercial, and building HVAC (heating, ventilation,
air-conditioning) markets.  Modine develops, manufactures, and
markets heat exchangers 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 markets.  Its primary markets consist of:

     -    Automobile, truck and bus manufacturers;
     -    Farm implement manufacturers
     -    Heating and cooling equipment manufacturers;
     -    Construction contractors;
     -    Wholesalers of plumbing and heating equipment;
     -    Radiator repair shops; and
     -    Wholesalers of auto repair parts.

     Modine distributes its products through company
salespersons, independent manufacturers' representatives,
independent warehouse distributors, mass merchandisers and
national accounts.

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

     -    Original Equipment, which provides heat- transfer
          products, generally from business units in North
          America, to original-equipment manufacturers of
          on-highway and off-highway vehicles, as well as to
          industrial- and commercial-equipment manufacturers,
          located primarily in North America;

     -    Distributed Products, which provides heat-transfer
          products primarily for the North American and European
          vehicular replacement market and the building HVAC
          market, from business units in North America and
          Europe; and

     -    European Operations, which provides heat-transfer
          products, primarily to European original-equipment
          manufacturers of on-highway and off-highway vehicles
          and industrial equipment manufacturers.

     Modine has assigned specific business units to a segment based
principally on these defined markets and their geographical location.
The company's three reportable segments offer a broad line of products
that can be categorized as follows:






<PAGE>
               Percentage of Total Company Revenue by Product
               ----------------------------------------------

                                            Fiscal Years ended March 31
                                            ---------------------------

                                             2000      1999      1998
                                             ----      ----      ----

         Radiators and Radiator Cores         31%       32%       33%

         Vehicular Air Conditioning           12%       12%       14%

         Oil Coolers                          16%       16%       17%

         Charge Air Coolers                    9%        8%        9%

         Building HVAC                         7%        7%        7%

         Modules/Packages                     22%       22%       17%

         Miscellaneous                         3%        3%        3%

     Modine maintains 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.

     The company's operations are located in the following countries:

 North                               South      Central
 America           Europe           America     America      Asia/Pacific
---------   ---------------------   -------   ------------   ------------

Canada      Austria   Hungary       Brazil    El Salvador     Japan
Mexico      Belgium   Italy
United      Denmark   Netherlands
  States    England   Poland
            France    Spain
            Germany   Switzerland

     Modine's non-U.S. subsidiaries and affiliates manufacture and sell a
number of vehicular and industrial products similar to those produced in
the U.S.  In addition, Modine exports to foreign countries and receives
royalties from foreign licensees. Export sales as a percentage of total
sales were 11.1%, 11.5% and 12.6% for fiscal years ended in 2000, 1999 and
1998, respectively.  Estimated after-tax earnings on export sales as a
percentage of total net earnings were 11.1%, 11.5% and 12.6% for fiscal
years ended in 2000, 1999 and 1998, respectively. Royalties from foreign
licensees as a percentage of total earnings were 4.8%, 5.5% and 2.5% for
the last three fiscal years, respectively.

     Modine has approximately 8,300 employees worldwide.  Its principal
corporate offices are located at 1500 DeKoven Avenue, Racine, Wisconsin,
53403, and its telephone number is 1-262-636-1200.

     For additional information about Modine, see "Where You Can Find
More Information" on page __ of this proxy statement/prospectus and the
sources of information referred to in that section.

<PAGE>
Thermacore International, Inc.

Overview

     Thermacore designs, develops, manufactures and distributes
on a worldwide basis thermal management systems and technologies
in the electronics industry. Thermacore's products, which
include heat spreaders, heat sinks, heat pipes and heat
exchangers that Thermacore configures to meet customer-specific
needs, conduct, convect and radiate away unwanted heat, which can
degrade system performance and reliability, from microprocessors
and industrial and commercial electronic products.

     Thermacore's thermal management products are used in a wide
variety of computer and networking and industrial and commercial
applications, including computer systems (desktops, laptops, disk
drives, printers and peripheral cards), network devices (servers,
routers, set top boxes and local area networks), communications
equipment (wireless base stations, main switching equipment for
ADSL and fiber optic applications), power electronics (industrial
controls, electric propulsion and power supplies) and consumer
electronics.  Thermacore has a highly diversified base of more
than 215 customers worldwide, including original equipment
manufacturers, or OEMs, and electronic manufacturing services,
or EMS, providers.

     Thermacore was incorporated in Pennsylvania in 1970, as
Thermacore, Inc.  Thermacore focused its early activities on
research and development in the heat pipe, thermal materials and
energy conservation engineering areas, with funding from both the
government and private sector. Since 1983, Thermacore has
received more than $25 million in contracts under the Small
Business Innovative Research Program, a program established by
the U.S. government to fund early-stage research and development
projects at small technology companies, and was awarded
approximately $2 million in these contracts in the fiscal year
ended June 30, 2000.

     Much of Thermacore's early research and development was in
support of the U.S. Space and Defense programs. Thermacore
entered  into the industrial and commercial thermal management
market in 1985 with the introduction of heat pipes used in copy
machine rollers and bar code readers as well as heat exchangers
for removing heat from electronics cabinets in dirty air
environments.   After completing an applications guide for
Intel's PentiumTM chip in 1994, Thermacore recognized that the
wide use of that chip would increase demand for thermal products
associated with high-powered, compact computing systems.  To meet
this demand and capitalize on the expected growth of laptops,
Thermacore concentrated on improving its manufacturing processes
associated with heat pipes in order to reduce its cost per unit.
These manufacturing processes are now used to manufacture heat
pipes used to dissipate heat from laptops, as well as from
personal computers, workstations, servers and other electronic
equipment.

     In early 1998, Thermacore established Thermacore Europe with
its acquisition of Isoterix Limited, a United Kingdom based
thermal management solutions provider.  In addition, Thermacore
<PAGE>
established Thermacore Korea and Thermacore Taiwan, each a joint
venture with a local third party.  In 1999, Thermacore expanded
its production capabilities with a service agreement with a third
party for a manufacturing facility in Mexico.

Products

     Thermacore designs, develops, manufacturers and distributes
both standard and customized thermal management products.
Thermacore currently offers heat sinks, heat pipes, heat
spreaders and heat exchangers that are configured to meet
customer specific needs. Thermacore also offers customized
configurations and combinations of products providing thermal
management solutions.

Research and Development

     Thermacore's research and development department performs
both internal and external contract research and development.
Thermacore currently has approximately 179 development programs,
of which approximately one-third are advanced development
programs with OEMs and the U.S. Government and the balance
represent new product opportunities funded jointly by Thermacore
and several of its customers.  A development staff of 65
engineers and technicians work on projects ranging from
developing standard Thermacore products to developing custom
products for OEMs, as well as transitioning these products from
the development stage to the production stage.

     Thermacore also enters  into contracts with OEMs to design a
customized thermal solution suitable for a given product design
at an early phase of the new product development.  The customer
will typically fund or partially fund Thermacore's costs for this
engineering and development.  The underlying research and
development is often transferable to other customers and other
Thermacore products.

Sales, Marketing and Distribution

     Thermacore sells its thermal management products primarily
through a global network of direct sales personnel and
independent sales organizations. Thermacore has 22 internal
sales people with extensive thermal industry experience. The
professional sales force of over 170 representatives work for
18 technical sales representative organizations.  Thermacore's
internal sales and marketing team manages the independent force
according to industry and product line. The independent sales
representatives carry other products, but none that compete
with Thermacore product lines.

Customers and Markets

     Thermacore sells its thermal products and services to a
highly-diversified base of customers across a wide range of
industries and applications. Thermacore currently sells its
thermal management products and services to over 215 customers,
representing industry-leading manufacturers in the market for
servers, communications/networking, power electronics and
PC/consumer electronics, as well as funded development
<PAGE>
initiatives with departments and agencies of the U.S. Government
and other entities.  A minor portion of thermal product sales are
to indirect competitors within the thermal management market who
incorporate Thermacore's heat pipes into their thermal solutions.
Additionally, Thermacore has relationships with several EMS
providers, companies that provide manufacturing and/or assembly
capabilities for OEMs.

     Thermacore's top ten customers for the fiscal year ended
June 30, 2000 accounted for approximately 69% of its total
revenues.  Sales to a single customer, Hewlett-Packard,
represented approximately 38% of Thermacore's total revenues.

Competition

     Thermacore competes globally with a number of major
providers of thermal management products located in the United
States, Asia and Europe.  Thermacore's concentration in
integrated solutions utilizing heat pipes has historically placed
it in regular and direct competition with Furukawa Electric Co.,
Ltd. and Fujikura Ltd.  Furukawa and Fujikura are Japan-based
electronics conglomerates that manufacture heat pipe solutions
as part of their broader electronics components products portfolio.

     Thermacore competes with the following companies:

     Heat Pipes         Heat Sinks                Fans & Spreaders
     ----------         ----------                ----------------

     Atherm              Chip Coolers             Comair Rotron
     Fujikura            Foxconn (Hon Hai)        Indek
     Furukawa            RTheta                   JMC DaTech
     Noren Products      Thermalloy (Aavid)       Sanyo Denki
                         Wakefield (Alpha)        Thermalloy (Aavid)

     In addition, there are a large number of smaller heat sink
companies , as well as hundreds of machine shops, that fabricate
heat sinks, usually under subcontract with OEM customers.  In
general, Thermacore's competitors focus on a select core of
thermal products and do not offer extensive engineering, design
and prototype development capabilities.  Competitors typically
focus on a particular technology, such as stampings and
extrusions, or on a particular market, such as communications,
computers or the power semiconductor market.

Suppliers

     Thermacore sources basic materials and parts from international
suppliers.  These components are standard products and Thermacore is
not dependent on any one supplier.  Thermacore purchases copper, copper
tubing and machined parts from a limited number of outside sources.

Employees

     As of December 31, 2000, Thermacore had 358 employees, of which 216
were employed in production and manufacturing (of which 98 were contract
employees in Guymas, Mexico), 82 were employed in engineering, 38 were
employed in general and administrative positions and 22 were employed in
sales.  None of Thermacore's employees are represented by unions.
<PAGE>

Properties

     Thermacore operates in the following locations, all of which
are leased:

        Location              Square Feet        Primary Functions
--------------------------    -----------    ------------------------------
Lancaster, PA                   70,000       Corporate Offices, Sales,
                                             Research and Development,
                                             Engineering and Manufacturing

Ashington Northumberland,       25,000       Sales, Engineering and
   United Kingdom                            Manufacturing

Guymas, Sonora, Mexico          70,000       Manufacturing

Taoyuen Hsien, Taiwan           15,000       Sales, Engineering and
                                             Manufacturing

Shihung City Kyunggi-Do,        10,000       Sales, Engineering and
   Korea                                     Manufacturing

     Thermacore manages the facility in Mexico through a relationship
with a third party which provides the building and certain services.
Thermacore owns only the capital equipment and inventory associated
with the facility.  Nearly 50% of Thermacore's North American production
is either fully manufactured or partially manufactured at this facility.

Patents, Trademarks and Proprietary Information

     Thermacore seeks patents, trademarks and other intellectual
property rights to protect and preserve its proprietary technology
and its right to capitalize on the results of its research and
development activities. Thermacore also relies upon trade secrets,
know-how, continuing technological innovations and licensing
opportunities to provide it with competitive advantages in its
market and to accelerate new product introductions.

     Thermacore has been awarded 54 patents over the past 30 years.
Thermacore holds 33 active patents and 8 pending patent applications.
Thermacore(TM) is a registered trademark of Thermacore and Thermacore
has applied for trademarks for the following: Thermachamber(TM),
Thermapad(TM), Thermaplate(TM), Thermasink(TM), Thermaspreader(TM),
Therma-Base(TM), Therma-Cube(TM), Therma-Tower(TM), Therma-Fin(TM),
Therma-Frost(TM), Therma-Loop(TM), Therma-Can(TM), Therma-Charge(TM),
Therma-Chip(TM) and Therma-Bus(TM).  In addition, HXi(TM) and HX(TM)
are trademarks of Thermacore.

     It is Thermacore's policy to require its professional and technical
employees and consultants to execute confidentiality agreement at the
time that they enter into employment or consulting relationships with
Thermacore. These agreements provide that all confidential information
developed by, or known to, the individual during the course of the
individual's relationship with Thermacore, is to be kept confidential
and not disclosed to third parties except in specific circumstances.
In the case of employees, the agreement provides that all inventions
conceived by the individual during his tenure at Thermacore will be the
exclusive property of Thermacore.
<PAGE>

Legal Proceedings

     Thermacore is from time to time a party to litigation arising
in the ordinary course of business.  Thermacore is not currently a
party to any material litigation.


              THERMACORE STOCK OWNERSHIP

     The following tables set forth certain information regarding
the beneficial ownership of Thermacore common stock and preferred
stock as of February 1, 2001, based upon a review of Thermacore's
stock transfer records. The first table contains information
with respect to each person, entity or group known by Thermacore
to own beneficially more than five percent of either of
Thermacore's common stock or preferred stock.  The second table
contains beneficial ownership information with respect to (1)
each director of Thermacore, (2) each of the five most highly
compensated executive officers of Thermacore in the fiscal year
2000, and (3) all directors and executive officers as a group.

     The percentages shown in the tables are based upon (1) 62,500
shares of Thermacore preferred stock outstanding, which are
convertible into Thermacore common stock on a ten-for-one basis and
(2) 2,888,475 shares of Thermacore common stock outstanding, assuming
the conversion of all outstanding shares of preferred stock into
common stock.  Pursuant to Rule 13d-3 under the Securities Exchange
Act of 1934, shares of common stock which a person has the right to
acquire pursuant to the exercise of stock options and warrants held
by that holder that are exercisable within 60 days are deemed
outstanding for the purpose of computing the percentage ownership
of that person, but are not deemed outstanding for computing the
percentage ownership of any other person.  Except as otherwise
indicated in the footnotes to the table, each individual or entity
identified has sole investment and voting power for all shares shown
as beneficially owned by them.  Unless otherwise indicated, the
address of each individual or entity identified is c/o Thermacore
International, Inc., 780 Eden Road, Lancaster, Pennsylvania 17601.




















<PAGE>

<TABLE>
Ownership of 5% or More of Thermacore Securities
<CAPTION>

                                 Preferred                    Common
                                   Stock                       Stock
Name and Address of             Beneficially               Beneficially
Beneficial Owner                   Owned      Percentage       Owned        Percentage
-----------------------------   -----------   ----------   ------------     ----------
<S>                                <C>           <C>          <C>             <C>
Richard J. Defieux<F1>             57,500        92.00%       690,000         23.89%
Edison Venture Fund III, L.P.

Charles and Angela Waite            5,000         8.00%        50,000          1.73%

Jane N. and G. Yale Eastman             -            -        543,580<F2>     18.82%

John P. Horgan<F3>                      -            -        371,150         12.85%

L. Ronald Hoover                        -            -        209,920<F4>      7.00%

Milton F. Pravda<F5>                    -            -        172,300          5.97%

Edward Scicchitano<F6>                  -            -        158,330          5.48%

-----------------------------

<FN>
<F1>  Richard J. Defieux is an executive of Edison Management Corp.,
      the general partner of Edison Venture Fund III, L.P., and
      shares voting and dispositive power with respect to the shares
      held by Edison Venture Fund III, L.P.  Mr. Defieux does not own
      any securities of Thermacore in his individual capacity.  The
      address for Edison Venture Fund III, L.P. is c/o Edison
      Management Corp., 277 Lenox Drive, Lawrenceville, New Jersey 08648.

<F2>  Consists of 65,000 shares owned of record by Jane N. Eastman,
      137,580 shares owned of record by her husband G. Yale Eastman,
      50,000 shares held in a trust for the benefit of Mr. Eastman,
      71,000 shares held in a trust for the benefit of Ms. Eastman and
      220,000 shares held in a trust for which Mr. Eastman and Ms.
      Eastman each acts as co-trustee.

<F3>  The address for Mr. Horgan is 44 Locust Avenue, Suite 104,
      New Canaan, Connecticut 06840.

<F4>  Includes 112,500 shares of common stock issuable upon the
      exercise of stock options which are currently exercisable and
      which are exercisable within sixty days of February 1, 2001.

<F5>  The address for Mr. Pravda is 7708 Greenview Terrace,
      Towson, Maryland  21204.

<F6>  The address for Mr. Scicchitano is 117 West Seminary Avenue,
      Lutherville, Maryland 21093.
</FN>
</TABLE>

<PAGE>
<TABLE>
Security Ownership of Thermacore Management
<CAPTION>

                               Preferred                     Common
                                 Stock                       Stock
Name and Address of           Beneficially                Beneficially
Beneficial Owner                 Owned       Percentage      Owned       Percentage
---------------------------   ------------   ----------   ------------   ---------
<S>                              <C>           <C>        <C>             <C>
Non-Employee Directors

Richard J. Defieux<F1>           57,500        92.00%       690,000        23.89%

Jane N. Eastman                       -            -        543,580<F2>    18.82%

John P. Horgan                        -            -        371,150        12.85%

John M. Ryan                          -            -         47,500<F3>     1.63%

Marcel P. Joseph                      -            -         17,000<F4>        *


Employee Directors

L. Ronald Hoover                      -            -        209,920<F5>     7.00%

Donald M. Ernst                       -            -        144,250<F6>     4.89%


Other Executive Officers<F7>

Larry J. Bostwick                     -            -          8,850<F8>        *

David R. Longsderff                   -            -          7,500<F8>        *

John P. Molony                        -            -         11,850<F9>        *

All directors and officers
  as a group (14 persons,
  including all those
  listed above)                  57,500        92.00%     2,163,890<F10>   67.22%

-------------------------

* Represents less than one percent.

<F1>  See Footnote <F1> to previous table.

<F2>  See Footnote <F2> to previous table.

<F3>  Includes 22,000 shares of common stock issuable upon the
      exercise of stock options which are currently exercisable
      and which are exercisable within sixty days of February 1, 2001.

<F4>  Includes 7,000 shares of common stock issuable upon the
      exercise of stock options which are currently exercisable and
      which are exercisable within sixty days after February 1, 2001.

<PAGE>
<F5>  Includes 112,500 shares of common stock issuable upon the
      exercise of stock options which are currently exercisable and
      which are exercisable within sixty days after February 1, 2001.

<F6>  Includes 63,750 shares of common stock issuable upon the
      exercise of stock options which are currently exercisable and
      which are exercisable within sixty days after February 1, 2001.

<F7>  Messrs. Hoover and Ernst are also executive officers of Thermacore.

<F8>  Represents the total number of shares of common stock
      issuable upon the exercise of stock options which are currently
      exercisable and which are exercisable within sixty days after
      February 1, 2001.

<F9>  Includes 9,350 shares of common stock issuable upon exercise
      of stock options which are currently exercisable and which are
      exercisable within 60 days after February 1, 2001.

<F10> Includes 330,450 shares of common stock issuable upon
      exercise of stock options which are currently exercisable and
      which are exercisable within 60 days after February 1, 2001.

</FN>
</TABLE>


































<PAGE>

              MARKET PRICE AND DIVIDEND INFORMATION

     On ______________, 2001, [insert record date] there were
approximately _______ holders of record of Modine common stock,
approximately  __________holders of record of Thermacore common
stock and two holders of record of Thermacore preferred stock.

Modine Market Prices and Dividends Declared

     Modine common stock is listed on the Nasdaq National Market
under the symbol MODI.  There is no public trading market for
Thermacore common or preferred stock.

     The table below sets forth, for the periods indicated, the
high and low sale prices of Modine common stock as reported on
the Nasdaq National Market, based on published financial sources,
and the dividends declared on Modine common stock.

                                        Modine Common Stock

                                     High     Low       Dividend

Fiscal Year Ended March 31, 1999:
      First Fiscal Quarter          $37.500  $32.313      $0.21
      Second Fiscal Quarter          36.500   27.750       0.21
      Third Fiscal Quarter           38.625   26.625       0.21
      Fourth  Fiscal Quarter         38.000   25.250       0.21

Fiscal Year Ended March 31, 2000:
      First Fiscal Quarter           34.000   26.500       0.23
      Second Fiscal Quarter          34.130   24.250       0.23
      Third Fiscal Quarter           29.630   23.000       0.23
      Fourth Fiscal Quarter          26.690   21.000       0.23

Fiscal Year Ending March 31, 2001:
      First Fiscal Quarter           28.313   19.938       0.25
      Second Fiscal Quarter          29.938   25.000       0.25
      Third Fiscal Quarter           29.125   19.000       0.25
      Fourth Fiscal Quarter
         (through ______, 2001)      --.---   --.---       -.--

     On December 13, 2000, the last full trading day prior to the
public announcement of the proposed merger, the closing price of
Modine common stock reported on the Nasdaq National Market was
$20.375 per share.  On ______________, 2001, the most recent
practicable date before the printing of this proxy
statement/prospectus, the closing price of Modine common stock
reported on the Nasdaq National Market was $__.__ per share.
Shareholders should obtain current market quotations before
making any decision with respect to the merger.

Modine and Thermacore Dividends

     Modine has paid cash dividends on Modine common stock since
1959.  Dividends are paid quarterly.  The payment of future
dividends on Modine common stock is in the discretion of the
Modine board.

<PAGE>
     Certain of Modine'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 acquisition of treasury stock.  Under the most
restrictive, $192,158,000 was available for these purposes at
March 31, 2000.  However, dividend payments may not exceed
$50,000,000 in any fiscal year.

     Thermacore has never paid a cash dividend. Under the merger
agreement, Thermacore has agreed not to pay any dividends on
Thermacore capital stock before the consummation of the merger.

     INTERESTS OF THERMACORE DIRECTORS AND OFFICERS IN THE MERGER

     In considering the recommendation of the board of directors
of Thermacore to vote for the proposal to approve and adopt the
merger agreement, shareholders of Thermacore should be aware that
certain members of the Thermacore board of directors and the
Thermacore management team have agreements or arrangements that
provide them with interests in the merger that differ from those
of Thermacore shareholders.  The Thermacore board of directors
was aware of these agreements and arrangements during its
deliberations on the merits of the merger and in determining to
recommend to the shareholders of Thermacore that they vote for
the proposal to approve and adopt the merger agreement.

     Employment Agreements.  Except for Dr. Hoover, Thermacore's
     ---------------------
chief executive officer, Thermacore does not currently have any
employment agreements with any of its executive officers.
However, before the effective time of the merger, certain
executive officers of Thermacore, including Donald M. Ernst, who
is also a director, Jerome E. Toth,  David R. Longsderff, Larry
J. Bostwick, George A. Meyer, IV, and John P. Molony, will enter
into employment agreements with Thermacore.  Under each
employment agreement, the employee will agree to certain
restrictive covenants including non-competition, confidentiality,
non-solicitation of customers and employees, and assignment of
inventions for a period equal to the term of the agreement plus
the greater of the (1) number of days remaining until the third
anniversary of the date of the signing of  the employment
agreement or (2) twelve months following the date of termination.
As consideration for such restrictive covenants, Thermacore will
pay to each executive (x) 50% of the executive's then current
base salary on May 1, 2001 and (y) 50% of the executive's then
current base salary on February 1, 2002, provided that the
employee remains employed by Thermacore on that date. The
executive will also be entitled to severance payments during the
non-compete period, including full salary and a bonus equal in
amount to the largest bonus received by the executive in any of
the five years preceding his or her termination.  The amount of
any severance payments will be reduced, however, by the amount of
payments made to the executive during the same period under the
change in control agreements described below.

     Certain Officers' Change-in-Control Agreements; Employment
     ----------------------------------------------------------
Agreement of Dr. Hoover. Thermacore has entered into change-in
-----------------------
<PAGE>
control agreements with Dr. Hoover, who is also a director, and
Mr. Ernst, who is also a director, Mr. Bostwick, Mr. Longsderff,
Mr. Meyer, Mr. Molony, Mr. Rothenberger and Mr. Toth which are
substantially similar in terms and conditions.  Under each
agreement, if there is a change in control of Thermacore and the
employee's employment with Thermacore is terminated, within 24
months of the change in control, for any reason other than death,
disability or at the employee's election without "good reason,"
as defined in the agreement, the employee is entitled to receive:
(1) his base salary through his date of termination; (2) a lump
sum cash payment as severance pay equal to the sum of (A) 24
multiplied by the higher of (i) his monthly compensation in
effect on his date of termination or (ii) his monthly
compensation in effect immediately before the change in control,
and (B) 24 multiplied by one-twelfth of the largest aggregate
annual cash bonus paid or awarded to the employee in the last
five fiscal years of Thermacore immediately preceding the date of
his termination; and (3) all shares of stock of Thermacore
purchased by the executive, if any, and all options to purchase
shares of Thermacore stock granted to him under any benefit plan
or arrangement, shall immediately vest and/or their
exercisability shall be accelerated, and those shares shall no
longer be subject to repurchase by Thermacore.

     Dr. Hoover also has an employment agreement with Thermacore.
Following the merger, all of Thermacore's obligations under the
change-in-control agreements and Dr. Hoover's employment
agreement will remain in effect.

     Indemnification and Insurance.  The merger agreement
     -----------------------------
provides that Modine will, following the merger, indemnify each
current and former director and officer of Thermacore or any of
its subsidiaries to the extent provided in Thermacore's current
articles of incorporation and by-laws.  Under the terms of the
merger agreement, Modine will also provide directors and officers
of Thermacore with officers' and directors' liability insurance
coverage for matters occurring on or before the merger date for
a minimum period of three years after the date of the merger.
Modine has agreed to provide coverage substantially similar to
Thermacore's existing officers' and directors' liability
insurance, including an overall coverage amount not less than
the amount available under Thermacore's existing insurance policy.
















<PAGE>
                 DESCRIPTION OF MODINE COMMON STOCK

Authorized Capital Stock

     Under its amended and restated articles of incorporation,
Modine has the authority to issue up to 96,000,000 shares of
capital stock, consisting of 80,000,000 shares of common stock,
par value $0.625 per share, and 16,000,000 shares of preferred
stock, par value $0.025.  As of December 26, 2000, 30,342,000
shares of common stock and no shares of preferred stock were
issued and outstanding.

Voting Rights; Vote Required for Certain Actions

     Each outstanding share of Modine common stock is entitled to
one vote upon each matter submitted to a vote at a meeting of
shareholders, except to the extent that that right may be limited
or denied by the Wisconsin Business Corporation Act, as described
below.  A majority of the voting stock of Modine represented at
any meeting of the shareholders will constitute a quorum.  Except
as otherwise provided in Modine's articles or by-laws or by the
Wisconsin Business Corporation Law, a majority of a quorum has
the right to decide any questions that come before the meeting.

      Shareholders do not have cumulative voting rights.  As a
result, the holders of a majority of the votes present at a
meeting at which at least a majority of the voting stock is
represented in person or by proxy have the power to elect all of
the directors to be elected at that meeting.  Modine's by-laws
provide for a nine-person board of directors, with one class
consisting of two directors, one class consisting of three
directors, and one class consisting of four directors.
Shareholders have the right to remove directors, but only for
cause and by the affirmative vote of a majority of the
outstanding shares entitled to vote for the election of the
director.

     Modine's articles require the affirmative vote of at least
two-thirds of the outstanding shares of all classes entitled to
vote in the election of directors to approve a merger,
consolidation, or certain other extraordinary transactions
between Modine and an "interested person."  An interested person
is a person or entity which beneficially owns 5% or more of the
outstanding shares entitled to vote in the election of directors.
In addition, Modine's articles require the affirmative vote of at
least two-thirds of the outstanding shares, not including the
shares held by the interested shareholder, to approve a merger,
consolidation, or certain other extraordinary transactions
between Modine and an "interested person" if  the consideration
paid to Modine's common shareholders in the transaction does not
meet certain tests  for "fair price," unless the transaction has
been approved by a majority of Modine's board.

     Shareholders have the right to amend or repeal Modine's
by-laws at any regular or special meeting of the shareholders, if
notice of the proposed action was specified in the notice of the
meeting.  That action requires the affirmative vote of not less
than two-thirds of the shares entitled to vote.

<PAGE>
Dividend and Liquidation Rights

     Holders of Modine's common stock are entitled to receive
ratably such dividends, if any, as may be declared from time to
time by Modine's board of directors out of funds legally
available for the payment of dividends, subject to the rights of
the holders of preferred stock, if any, then outstanding. In the
event of the dissolution, liquidation or winding up of Modine,
holders of Modine common stock will be entitled to receive, pro
rata, any assets and funds of Modine remaining after satisfaction
of Modine's creditors and the payment of all amounts that the
holders of preferred stock, if any, then outstanding may be
entitled to receive.

Preemptive and Other Rights

     Holders of Modine common stock do not have preemptive,
subscription, redemption or conversion rights.

Liability to Future Calls or Assessments

     The shares of Modine common stock issued in the merger will
be fully-paid and non-assessable by Modine, except for certain
statutory personal liability that may be imposed upon
shareholders under Section 180.0622(2)(b) of the Wisconsin
Business Corporation Law.  That statutory provision imposes
personal liability on shareholders of Wisconsin corporations for
debts owed to employees for services performed, but not exceeding
six months service in any one case.  While the statutory
provision limits this liability to the par value of the shares
held, a Wisconsin trial court interpreted a substantially
identical predecessor statute to mean that shareholders of a
Wisconsin corporation were liable for an amount equal to the
consideration for which their shares were issued, rather than the
par value of the shares.  This decision was affirmed by a split
decision of the Wisconsin Supreme Court without a written
opinion, although the decision was subsequently overturned on
other grounds.

Possible Adverse Effect of Future Issuances of Preferred Stock

     Modine's board of directors is authorized to issue, from
time to time, up to 16,000,000 shares of preferred stock in one
or more series and to fix the designations, preferences and
rights of each series, without any further action or approval of
Modine's shareholders.  Those rights may include dividend,
liquidation, conversion and redemption rights, including sinking
fund provisions for the redemption or purchase of shares of
preferred stock.  Modine has no current plans to issue preferred
stock.  The rights, preferences and privileges of the holders of
Modine common stock will, however, be subject to and may be
adversely affected by the rights of the holders of any series of
preferred stock that Modine's board of directors may determine
to issue in the future.

Shareholder Rights Plan

     On October 15, 1986, Modine's board of directors adopted a
shareholder rights plan which provides for the issuance of one
<PAGE>
preferred purchase right for each outstanding share of Modine
common stock. The rights entitle each holder of Modine common
stock to purchase one one-hundredth of a share of Modine Series A
Participating Preferred Stock at an exercise price of $95.00,
subject to adjustment. The rights are not presently exercisable
and are not transferable apart from the Modine common stock.
They will become exercisable, separate certificates evidencing
the rights will be distributed, and the rights will begin trading
separately from the Modine common stock ten business days after
the announcement that a person or group has acquired 20% or more
of Modine's common stock or ten business days after a person or
group commences, or announces its intention to commence, an offer
that would result in that person or group owning 30% or more of
Modine's common stock.

     In the event that Modine is acquired in a merger or other
business combination following the distribution of the rights,
each right will entitle its holder to purchase, at the then
current exercise price of the right, that number of shares of
common stock of the surviving company which, at the time of the
transaction, will have a market value equal to two times the then
current exercise price of the right.  Alternatively, if a holder
of 20% or more of the Modine common stock effects a merger or
other business combination with Modine in which Modine survives
and Modine common stock remains outstanding, or engages in a
statutory share exchange with Modine that does not result in
Modine's becoming a subsidiary of the holder, or engages in
certain types of self-dealing transactions with Modine, each
right not owned by the 20% shareholder will become exercisable
for that number of shares of Modine common stock which, at that
time, have a market value of two times the then current exercise
price of the right.

     The Modine board has the right to redeemable the rights for
a price of $0.05 per right at any time before the 30th day
following a public announcement that a person or group has
acquired beneficial ownership of at least 20% of the Modine
common stock.  The rights will expire on October 27, 2006, unless
redeemed before that date.

     The rights have certain anti-takeover effects.  They will
cause a substantial dilution to a person or group that attempts
to acquire Modine on terms not approved by Modine's board of
directors.  The rights will not, however, interfere with any
merger or other business combination approved by Modine's board
of directors within 30 days after a person or group becomes the
beneficial owner of 20% or more of the Modine common stock
because, until the end of that 30-day period, Modine may redeem
the rights for $0.05 per right.

Certain Provisions that May Delay or Prevent a Change-in-Control
of Modine

     Business Combination Statute.  Sections 180.1140 to 180.1144
of the Wisconsin Business Corporation Law regulate a broad range
of business combinations between a resident domestic corporation
and an interested shareholder. A business combination is defined
to include any of the following transactions:

<PAGE>
     -    a merger or share exchange;

     -    a  sale, lease, exchange, mortgage, pledge, transfer or
          other disposition of assets equal to 5% or more of the
          aggregate market value of the stock or assets of the
          company or 10% of its earning power or income;

     -    the issuance or transfer of stock or rights to purchase
          stock with a market value equal to 5% or more of the
          outstanding stock;

     -    the adoption of a plan of liquidation or dissolution; and

     -    any reclassification of securities or recapitalization of
          the resident domestic corporation if the effect is to
          increase the proportionate share of its securities
          owned by the interested shareholder.

     A "resident domestic corporation" is defined to mean a
Wisconsin corporation that has a class of voting stock that is
registered or traded on a national securities exchange or that is
registered under Section 12(g) of the Exchange Act and that, as
of the relevant date, satisfies any of the following: (1) its
principal offices are located in Wisconsin,  (2) it has
significant business operations located in Wisconsin, (3) more
than 10% of the holders of record of its shares are residents of
Wisconsin, or (4) more than 10% of its shares are held of record
by residents of Wisconsin.   Modine is a resident domestic
corporation for purposes of these statutory provisions.

     An "interested shareholder" is defined to mean a person who
beneficially owns, directly or indirectly, 10% of the voting
power of the outstanding voting stock of a corporation or who
is an affiliate or associate of the corporation and beneficially
owned 10% of the voting power of the then outstanding voting
stock within the last three years.

     Under this law, Modine cannot engage in a business
combination with an interested shareholder for a period of three
years following the date such person becomes an interested
shareholder, unless the board of directors approved the business
combination or the acquisition of the stock that resulted in the
person becoming an interested shareholder before the acquisition.
Modine may engage in a business combination with an interested
shareholder after the expiration of the three-year period with
respect to that shareholder only if one or more of the following
conditions is satisfied: (1) the board of directors approved the
acquisition of the stock before the date on which the shareholder
acquired the shares, (2) the business combination is approved by
a majority of the outstanding voting stock not beneficially owned
by the interested shareholder, or (3)  the consideration to be
received by shareholders meets certain fair price requirements of
the statute with respect to form and amount.

     Fair Price Statute.  The Wisconsin Business Corporation Law
     ------------------
also provides, in Sections 180.1130 to 180.1133, that certain
mergers, share exchanges or sales, leases, exchanges or other
dispositions of assets in a transaction involving a significant
<PAGE>
shareholder and a resident domestic corporation such as Modine
require a supermajority vote of shareholders in addition to any
approval otherwise required, unless shareholders receive a fair
price for their shares that satisfies a statutory formula. A
"significant shareholder" for this purpose is defined as a person
or group who beneficially owns, directly or indirectly, 10% or
more of the voting stock of the corporation, or is an affiliate
of the corporation and beneficially owned, directly or
indirectly, 10% or more of the voting stock of the corporation
within the last two years. Any business combination to which the
statute applies must be approved by 80% of the voting power of
the corporation's stock and at least two-thirds of the voting
power of the corporation's stock not beneficially held by the
significant shareholder who is party to the relevant transaction
or any of its affiliates or associates, in each case voting
together as a single group, unless (a) the aggregate value of the
per share consideration is equal to the highest of:

     -    the highest per share price paid for any common shares of the
          corporation by the significant shareholder in the transaction
          in which it became a significant shareholder or within two
          years before the date of the business combination,

     -    the market value per share of the corporation's shares on the
          date of commencement of any tender offer by the significant
          shareholder, the date on which the person became a significant
          shareholder or the date of the first public announcement of
          the proposed business combination, whichever is highest, or

     -    the highest preferential amount per share in a liquidation
          or dissolution to which holders of the shares would be entitled,

and (b) the significant shareholder offers either cash or the
same form of consideration used by the significant shareholder to
acquire the largest number of shares it acquired.

     Control Share Voting Restrictions.  Under Section 180.1150
     ---------------------------------
of the Wisconsin Business Corporation Law, unless otherwise
provided in the articles of incorporation, the voting power of
shares of a resident domestic corporation held by any person, or
group of persons acting together, in excess of 20% of the voting
power in the election of directors is limited (in voting on any
matter) to 10% of the full voting power of those shares. This
restriction does not apply to shares acquired directly from the
resident domestic corporation, in certain specified transactions,
or in a transaction in which the corporation's shareholders have
approved restoration of the full voting power of the otherwise
restricted shares. Because of the 10% threshold contained in
Wisconsin's business combination statute discussed above, this
control share threshold of 20% may not be reached unless the
board of directors first approves a transaction that permits a
shareholder to exceed the 10% ownership level.

     Defensive Action Restrictions. Section 180.1134 of the
     -----------------------------
Wisconsin Business Corporation Law provides that, in addition to
the vote otherwise required by law or the articles of
incorporation of a resident domestic corporation, the approval of
<PAGE>
the holders of a majority of the shares entitled to vote on the
proposal is required before the corporation can take certain
action while a takeover offer is being made or after a takeover
offer has been publicly announced and before it is concluded.
This statute requires shareholder approval for the corporation to
do either of the following: (1) acquire more than 5% of its
outstanding voting shares at a price above the market price from
any individual or organization that owns more than 3% of the
outstanding voting shares and has held such shares for less than
two years, unless a similar offer is made to acquire all voting
shares and all securities which may be converted into voting
shares, or (2) sell or option assets of the corporation which
amount to 10% or more of the market value of the corporation,
unless the corporation has at least three independent directors
(directors who are not officers or employees) and a majority of
the independent directors vote not to have this provision apply
to the corporation.

     Supermajority Voting Requirement in Modine's Articles.
     -----------------------------------------------------
Article VII of Modine's articles of incorporation also require
the affirmative vote of at least two-thirds of Modine's
outstanding stock entitled to vote in the election of directors
in order to approve mergers, consolidations and other
extraordinary transactions between Modine and the beneficial
owner of 10% or more of any class of Modine stock.  Under certain
circumstances, the additional approval of two-thirds of those
outstanding shares not held by the interested shareholder is also
required.  See "Comparison of Shareholder Rights--Approvals of
Mergers and Other Fundamental Transactions."

     The provisions of Wisconsin law described above and the
Modine shareholder rights agreement, the ability to issue
additional shares of the common stock and preferred stock without
further shareholder approval and the ability of the board of
directors to fix the designations of further classes of preferred
stock (including the ability to issue preferred stock with
substantial voting rights) could have the effect, among others,
of discouraging take-over proposals for or impeding a business
combination involving Modine.


                  COMPARISON OF SHAREHOLDER RIGHTS

     Upon the completion of the merger, the shareholders of
Thermacore will become shareholders of Modine, and the Modine
certificate of incorporation and the Modine by-laws will govern
the rights of the former Thermacore shareholders.  Modine is a
corporation incorporated under the laws of Wisconsin and is
subject to the Wisconsin Business Corporation Law.

     The following table provides a summary of the material
differences between the current rights of Thermacore shareholders
and the rights of Modine shareholders.  This summary is not
intended to be complete or to identify al differences that may be
material to a shareholder, and is qualified by reference to
Modine's Restated Articles of Incorporation and Restated By-Laws,
which are filed as exhibits to Modine's Annual Reports on Form 10-K
for the fiscal years ended March 31, 1999 and March 31, 2000,
<PAGE>
respectively, and to the Thermacore amended and restated articles
of incorporation and the Thermacore amended and restated bylaws,
which will be sent to Thermacore shareholders or Modine
shareholders upon request.  To obtain these documents, see "Where
you can Find More Information."

---------------------------------------------------------------------------
                 Rights of Thermacore          Rights of Modine
                   Shareholders                  Shareholders
---------------------------------------------------------------------------
Voting,        Common Stock:                   Common Stock:
generally      - 5,000,000 shares              - 80,000,000 shares
                 authorized                      authorized
               - ________ shares issued and    - 30,342,000 shares issued
               outstanding as of the date      and outstanding as of
               of this document.               December 26, 2000

               Series A Convertible            Preferred Stock:
               Preferred Stock:                - 16,000,000 shares
               - 62,500 shares authorized        authorized
               - 62,500 shares issued and      - No shares issued or
               outstanding                     outstanding

Vote per       Except as described below,      Under Modine's articles of
Share          under Thermacore's articles     incorporation, each share
               of incorporation, all shares    of capital stock is
               of preferred stock and          entitled to one vote on all
               common stock are voted          shareholder actions.
               together as a single class.
               Each share of common stock
               is entitled to one vote per
               share, and each share of
               preferred stock is entitled
               to that number of votes per
               share of common stock into
               which that share of
               preferred stock would be
               then convertible (currently
               ten).

Vote           Except as described below       Except as described below
Required       where (1) a higher vote of      where (1) a higher vote of
for            shareholders is required,       shareholders is required
Shareholder    (2) a class vote of the         or (2) otherwise required
Action         holders of the preferred        by Wisconsin law, the
               stock is required or (3)        affirmative vote of a
               otherwise required by           majority of all shares
               Pennsylvania law, the           entitled to vote is required
               affirmative vote of a           for shareholder action.
               majority of the votes cast
               by all shareholders entitled    Under Wisconsin law, the
               to vote on the matter is        board of directors may
               required for shareholder        authorize the issuance of
               action.                         additional shares of common
                                               stock, up to the maximum
               Thermacore's articles of        number of shares authorized
               incorporation provide           under the articles of
               certain anti-dilution           incorporation, without
               protections for the benefit     further action by its
<PAGE>
---------------------------------------------------------------------------
               Rights of Thermacore             Rights of Modine
                   Shareholders                   Shareholders
----------------------------------------------------------------------------

               of the preferred stock in       shareholders. Under
               the event of any issuance,      Wisconsin law, the board of
               sale or other disposition       directors has the right to
               of common stock, including      determine the price to be
               unissued treasury shares.       paid for such shares.
----------------------------------------------------------------------------

Calling        The Thermacore bylaws           Wisconsin law provides that
of             provide that a special          -  the board of directors
Special        meeting of shareholders may        of Modine may call a
Meeting        be called by                       special meeting of the
of             -  the chairman,                   shareholders, and
Shareholders   -  the board of directors,      -  a special meeting must be
                  or                              called upon the request
               -  by shareholders                 of the holders of at least
                  entitled to cast at least       ten percent of the entire
                  20 percent of the votes         capital stock of Modine
                  that all shareholders are       that is issued, outstanding
                  entitled to cast at the         and entitled to vote.
                  meeting.
                                               The Modine bylaws also
                                               provide that special
                                               meetings may be called by:
                                               -  the chairman or
                                               -  the president.
---------------------------------------------------------------------------
Shareholder    As permitted under              Wisconsin law permits
Action         Pennsylvania law, the           actions which would
by             Thermacore bylaws provide       otherwise be required or
Written        that a written consent of       permitted to be taken at a
Consent        shareholders in lieu of a       shareholders' meeting to be
               meeting must be signed by       taken without a meeting,
               the holders of outstanding      and without action by the
               stock having not less than      board of directors, by the
               the minimum number of votes     written consent of not less
               that would be necessary to      than all shareholders
               authorize or take such          entitled to vote on the
               action at a meeting at which    action.
               all shares entitled to vote
               thereon were present and
               voted.
---------------------------------------------------------------------------
Number of      Thermacore's articles of        The Modine bylaws provide
Directors      incorporation provide that      that the board of directors
and Size       the board of directors shall    shall have nine members.
of Board       have seven members; any
               increase in the board
               requires the affirmative
               vote of at least two-thirds
               of the outstanding shares
               of preferred stock voting
               as a separate class.
----------------------------------------------------------------------------

<PAGE>
---------------------------------------------------------------------------
               Rights of Thermacore             Rights of Modine
                   Shareholders                   Shareholders
---------------------------------------------------------------------------
Term of        Thermacore does not have a      The Modine board of
Office         classified board of             directors is divided into
               directors. Each director        three classes, with each
               serves a one-year term.         class serving a staggered
                                               three-year term.
---------------------------------------------------------------------------
Election       The Thermacore articles of      The Modine certificate of
of             incorporation provide that      incorporation provides that
Directors      (1) the holders of the          directors are elected by a
               preferred stock, voting as a    majority of the holders of
               separate class, are entitled    Modine shares which are
               to elect one director, (2)      entitled to vote.
               the holders of the common
               stock, voting as a separate
               class, are entitled to elect
               four directors and (3) the
               remaining two directors are
               elected by a plurality vote
               cast by the holders of
               preferred stock, voting as a
               separate class, and a
               plurality vote cast by the
               holders of the common stock,
               voting as a class.  The
               Thermacore articles of
               incorporation expressly
               prohibit cumulative voting
               in the election of
               directors.
---------------------------------------------------------------------------
Removal        Under Pennsylvania law,         Under Modine's bylaws, a
of             unless otherwise provided in    director of Modine may be
Directors      a bylaw adopted by the          removed upon a showing of
               shareholders, any or all        good cause and authorized
               directors may be removed        by an affirmative vote,
               from office by the              taken at a special
               shareholders with or without    shareholders' meeting
               cause by the affirmative        called for this purpose,
               vote of a majority of the       of the majority of the
               votes cast by those             outstanding shares entitled
               shareholders or class of        to vote on the election of
               shareholders entitled to        a director.
               elect such directors.

               The Thermacore articles of
               incorporation provide that
               (1) a director elected by
               the holders of the preferred
               stock shall be removed only
               by vote or consent of the
               holders of the preferred
               stock, (2) a director
               elected by the holders of
               the common stock shall be
---------------------------------------------------------------------------
<PAGE>
---------------------------------------------------------------------------
                 Rights of Thermacore           Rights of Modine
                   Shareholders                   Shareholders
----------------------------------------------------------------------------

               removed only by vote or
               consent of the holders of
               the common stock and (3) a
               director elected jointly by
               the holders of the preferred
               stock and the common stock
               shall be removed only by
               vote or consent of the
               holders of the preferred
               stock and common stock.
-----------------------------------------------------------------------------

Filling        The Thermacore articles of      The Modine bylaws provide
of             incorporation provide that      that vacancies on Modine's
Vacancies      (1) any vacancy of a            board of directors,
on the         director elected by the         including vacancies due to
Board of       holders of the preferred        removal of a director for
Directors      stock shall be filled by        cause, may be filled by a
               vote or consent of the          majority vote of the
               holders of the preferred        remaining directors in
               stock, (2) any vacancy of a     office.
               director elected by the
               holders of the common stock
               shall be filled only by vote
               or consent of the holders of
               the common stock and (3) any
               vacancy of a director
               elected jointly by the
               holders of preferred stock
               and common stock shall be
               filled only by vote or
               consent of the holders of
               the preferred stock and
               common stock.
---------------------------------------------------------------------------
Approvals      Under Pennsylvania law,         Under Wisconsin law, with
of             subject to certain limited      certain exceptions, the
Mergers        exceptions, the affirmative     affirmative vote of the
and Other      vote of a majority of the       holders of a majority of
Fundamental    votes cast by all               the outstanding stock
Transactions   shareholders entitled to        entitled to vote on the
               vote thereon, and, if the       matter is required to
               transaction will effect any     approve a proposed plan of
               changes in the articles of      merger, consolidation or
               the corporation, the same       exchange between Modine and
               class or series vote that       another corporation, the
               would have been required to     sale of all or
               amend the articles, if any,     substantially all of
               is required for any merger      Modine's assets other than
               or consolidation of a           in the ordinary course of
               Pennsylvania corporation        business, or its voluntary
               with another corporation.       liquidation. Notice of the
                                               meeting in which the vote
---------------------------------------------------------------------------
<PAGE>
---------------------------------------------------------------------------
               Rights of Thermacore             Rights of Modine
                   Shareholders                   Shareholders
---------------------------------------------------------------------------
               Under Thermacore's articles     is to be taken must be sent
               of incorporation, the           to all shareholders,
               affirmative vote of at least    regardless of whether they
               two-thirds of the then          are entitled to vote on the
               outstanding shares of           matter.
               preferred stock, consenting
               or voting as a class, shall     Under the Modine articles
               be required for:                of incorporation, the
                                               affirmative vote of at
               (1) the creation or             least two-thirds of the
               authorization of any            outstanding shares of all
               additional class or series      classes of stock entitled
               of shares of stock unless       to vote shall be required
               the same ranks junior to the    for:
               preferred stock, or the
               increase in the amount of       (1) the merger or
               any additional class or         consolidation of Modine
               series of shares of stock       with or into any Interested
               unless the same ranks junior    Person or any Affiliate or
               to the preferred stock;         Associate of an Interested
                                               Person, as those terms are
               (2) the liquidation,            defined in the articles of
               dissolution or winding up or    incorporation;
               the consolidation or merger
               of Thermacore into or with      (2) the sale, lease
               any other entity or entities    or other disposition of all
               or the sale, lease or           or substantially all of the
               abandon, transfer or            property and assets of
               otherwise dispose of all or     Modine to or with any
               substantially all of            Interested Person or any
               Thermacore's assets;            Affiliate or Associate of
                                               any Interested Person;
               (3) the amendment,
               alteration or repeal of         (3) the acquisition
               Thermacore's articles of        by Modine of all or
               incorporation or bylaws;        substantially all of the
                                               assets of any Interested
               (4) the purchase or             Person or any Affiliate or
               setting aside of any sums       Associate of any Interested
               for the purchase of, or         Person; or
               payment of any dividend or
               making of any distribution      (4) the reclassification,
               on, any shares of stock         purchase by Modine or
               other than the preferred        issuance by Modine of
               stock; and                      shares of Modine stock
                                               possessing voting rights or
               (5) the redemption or           any securities convertible
               other acquisition of any        thereto or exchangeable
               shares of preferred stock       therefor which has the
               except as provided in           effect of increasing the
               Thermacore's articles of        proportion of the
               incorporation.                  outstanding shares of any
                                               class of securities of
                                               Modine directly or
---------------------------------------------------------------------------
<PAGE>
---------------------------------------------------------------------------
               Rights of Thermacore             Rights of Modine
                   Shareholders                   Shareholders
---------------------------------------------------------------------------
                                               indirectly owned by any
                                               Interested Person.

                                               However, if the
                                               consideration to be paid to
                                               Modine's shareholders in
                                               any of the transactions
                                               described above does not
                                               meet certain tests for fair
                                               price, two-thirds of the
                                               Non-Interested Outstanding
                                               Shares, as defined in the
                                               articles, must also be
                                               voted in favor of the
                                               transaction, unless the
                                               Board of Directors has
                                               approved the transaction.
---------------------------------------------------------------------------
Amendment      So long as shares of its        The Modine bylaws may be
to Bylaws      preferred stock are             amended, repealed
               outstanding, the Thermacore     or altered by the
               bylaws may not be amended,      affirmative vote of not
               altered or repealed without     less than two-thirds of
               the written consent or vote     the shareholders of
               of at least two-thirds of       Modine entitled to vote
               the then outstanding shares     thereon, or by the
               of preferred stock.             affirmative vote of not
                                               less than two-thirds of the
                                               full board of directors.
---------------------------------------------------------------------------
Amendment      The Thermacore articles of      Under Wisconsin law, the
to             incorporation provide that      articles of incorporation
Articles       no provision of its articles    of Modine may be amended by
of             may be amended, modified or     shareholders by the
Incorporation  waived without the written      affirmative vote of a
               consent or vote of the          majority of the votes cast
               holders of at least two-        by each group of share-
               thirds of the outstanding       holders entitled to vote on
               shares of preferred stock.      the matter as a group.
---------------------------------------------------------------------------
Rights of      Under Pennsylvania law every    Under Wisconsin law, in
Inspection     shareholder, upon proper        order to inspect and copy
               written demand stating the      the corporate records of
               purpose, may inspect the        Modine, including the
               corporate books and records     shareholder list, a
               as long as the inspection is    shareholder must be a
               for a proper purpose and        shareholder of record and
               during normal business          either have been a
               hours.  A "proper purpose"      shareholder of record of
               is any purpose reasonably       Modine for at least six
               related to the interest of      months prior to making a
               the inspecting person as a      demand or hold at least 5%
               shareholder.                    of the outstanding shares
                                               of Modine.  As a result, a
---------------------------------------------------------------------------
<PAGE>
---------------------------------------------------------------------------
               Rights of Thermacore             Rights of Modine
                   Shareholders                   Shareholders
---------------------------------------------------------------------------
                                               person will be unable to
                                               purchase a nominal number
                                               of shares for the sole
                                               purpose of obtaining access
                                               to Modine's corporate
                                               records.  Under Wisconsin
                                               law, a shareholder's demand
                                               must also be made for a
                                               proper purpose. In
                                               addition, all shareholders
                                               may inspect the shareholder
                                               list for a meeting
                                               beginning two business days
                                               after the notice of a
                                               meeting of shareholders is
                                               given and ending at the
                                               conclusion of the meeting.
---------------------------------------------------------------------------
Dividends      The Thermacore articles of      No Modine preferred stock
               incorporation provide that      is currently outstanding.
               the holders of preferred
               stock shall be entitled to
               receive, from funds legally
               available therefor,
               cumulative dividends which
               accrue at the rate per annum
               of $4.00 per share, to be
               paid only upon liquidation,
               dissolution or winding up
               of the corporation. Rights
               to receive these accruing
               dividends shall terminate
               absolutely upon the
               consummation of the merger.
---------------------------------------------------------------------------
Dissenters     Pennsylvania law provides,      Under Wisconsin law, except
Rights         with certain exceptions,        with respect to business
of             that shareholders of a          combinations within the
Appraisal      corporation have a right to     meaning of Wisconsin's Fair
               dissent from a proposed         Price Statute (described
               transaction and to obtain       under "Description of
               payment of the judicially       Modine Common Stock--
               determined "fair value" of      certain Provisions that May
               their shares in a merger,       Delay or Prevent a Change-
               consolidation, division,        in-Control of Modine")
               share exchange or               dissenters rights are not
               conversion, in certain asset    generally available to
               transfers, in transactions      holders of shares
               where the board grants          registered on a national
               dissenters rights, and in       securities exchange or
               certain other plans or          quoted on the Nasdaq's
               amendments to the articles      automatic quotations system
               of incorporation in which       on the record date for a
               disparate treatment is given    meeting of shareholders at
---------------------------------------------------------------------------
<PAGE>
---------------------------------------------------------------------------
               Rights of Thermacore             Rights of Modine
                   Shareholders                   Shareholders
---------------------------------------------------------------------------
               to the holders of shares of     which action is to be taken
               the same class or series        on a proposed transaction
               unless each group has           which would otherwise be
               approved by a special class     subject to dissenters
               vote.                           rights.
---------------------------------------------------------------------------
Limitation     Under Pennsylvania law, a       Wisconsin law imposes a
of             corporation may include in      statutory limit on the
Personal       its bylaws a provision which    liability of directors of
Liability      eliminates the liability of     Wisconsin corporations,
of             its directors for monetary      without requiring the
Directors      damages for any action taken    inclusion of a provision in
               or the failure to take any      a corporation's articles of
               action, unless (1) the          incorporation. Under
               directors have breached or      Wisconsin law, a director
               failed to perform their         of a corporation is not
               duties and (2) the breach or    liable to the corporation,
               failure to perform              its shareholders or persons
               constitutes self-dealing,       asserting rights on behalf
               willful misconduct or           of the corporation or its
               recklessness.  However, a       shareholders, unless (1)
               Pennsylvania corporation may    the liability is based on a
               not eliminate the liability     breach of the director's
               of directors where the          duty (whether the duty of
               responsibility or liability     care or duty of loyalty) to
               of a director arises under      the corporation and its
               any criminal statute or is      shareholders and (2) such
               for the payment of federal,     breach constitutes (A) the
               state or local taxes.  Both     director's willful failure
               the Thermacore articles of      to deal fairly with the
               incorporation and bylaws        corporation or its
               include such a provision and    shareholders in connection
               exception.                      with a matter in which the
                                               director had a material
                                               conflict of interest, (B) a
                                               violation of criminal law,
                                               unless the director had
                                               reasonable cause to believe
                                               that his or her conduct was
                                               lawful or no reasonable
                                               cause to believe his or her
                                               conduct was unlawful, (C) a
                                               transaction from which the
                                               director derived an
                                               improper personal profit,
                                               or (D) willful misconduct.
----------------------------------------------------------------------------








<PAGE>
---------------------------------------------------------------------------
               Rights of Thermacore             Rights of Modine
                   Shareholders                   Shareholders
---------------------------------------------------------------------------
Statutory      Pennsylvania law has no         Wisconsin law provides that
Shareholder    similar statute.                shareholders of a
Liability                                      corporation are personally
for                                            liable, up to an amount
Employee                                       equal to the par value of
Wages                                          the shares that they own,
                                               for all debts owed by the
                                               corporation to employees
                                               for services performed, but
                                               not exceeding six months'
                                               service in any one case.
                                               Although the applicable
                                               statute specifies that such
                                               liability is limited to the
                                               par value of the shares
                                               ($0.625, in the case of
                                               Modine), at least one
                                               Wisconsin trial court has
                                               interpreted this to mean
                                               the consideration paid to a
                                               corporation for shares.
                                               This decision was affirmed
                                               by a split decision of the
                                               Wisconsin Supreme Court,
                                               with one justice
                                               abstaining.  As a result,
                                               the affirming decision is
                                               without precedential
                                               effect.
---------------------------------------------------------------------------
Indemnif-      Under Pennsylvania law, a       Unless the corporation's
ication        corporation may indemnify a     articles of incorporation
of             director, officer or            provide otherwise,
Directors      representative of the           Wisconsin law provides for
and            corporation against             mandatory indemnification
Officers       expenses, including             of a director or officer
               attorneys' fees, judgments,     against certain liabilities
               fines and settlement amounts    and expenses. In
               actually and reasonably         particular, Wisconsin law
               incurred in a civil or          mandates indemnification:
               criminal action, suit or        (1) to the extent such
               proceeding by reason of         officers or directors are
               being or having been a          successful in the defense
               representative of or serving    of a proceeding (whether
               at the request of the           brought derivatively or by
               corporation.  In order to be    a third party) and (2) in
               eligible for                    proceedings in which the
               indemnification, a director,    director or officer is not
               officer or representative of    successful in the defense,
               the corporation must have       unless it is determined
               acted in good faith and in a    that the director or
               manner he or she reasonably     officer breached or failed
               believed to be in, or not       to perform his or her
               opposed to, the best            duties to the corporation
---------------------------------------------------------------------------
<PAGE>
---------------------------------------------------------------------------
               Rights of Thermacore             Rights of Modine
                   Shareholders                   Shareholders
---------------------------------------------------------------------------
               interests of the                and such breach or failure
               corporation, and in the case    constituted (A) a willful
               of a criminal proceeding, he    failure to deal fairly with
               or she must have had no         the corporation or its
               reasonable cause to believe     shareholders in connection
               his or her conduct was          with a matter in which the
               unlawful.                       director or officer had a
                                               material conflict of
               Pennsylvania law expressly      interest, (B) a violation
               permits indemnification in      of criminal law, unless the
               connection with any action,     director or officer had
               including a derivative          reasonable cause to believe
               action, unless a court          his or her conduct was
               determines that the acts or     lawful or had no reasonable
               omissions giving rise to the    cause to believe his or her
               claim constituted willful       conduct was unlawful, (C) a
               misconduct or recklessness.     transaction from which the
                                               director or officer derived
               Pennsylvania law also           an improper personal
               provides for mandatory          profit, or (D) willful
               indemnification of a            misconduct.
               representative of a
               corporation if that person      Under its bylaws, Modine
               has been successful on the      shall indemnify a director,
               merits or otherwise in          officer or employee of the
               defense of any third-party      company against reasonable
               or derivative action.           expenses, including
                                               attorneys' fees, judgments,
               The Thermacore articles of      fines and settlement
               incorporation authorize the     amounts, actually and
               corporation to provide          necessarily incurred in
               indemnification in              connection with a civil,
               compliance with Pennsylvania    criminal, administrative or
               law, which are contained in     investigative action, suit
               its bylaws.  Further, the       or proceeding (other than a
               bylaws provide that these       derivative action) by
               obligations to indemnify a      reason of having been a
               director or officer shall be    director, officer or
               considered a contract           employee of the company,
               between Thermacore and that     provided that he or she
               director or officer.            acted in good faith and in
                                               a manner he or she
                                               reasonably believed to be
                                               in or not opposed to the
                                               best interests of the
                                               company.
---------------------------------------------------------------------------
Anti-          Under Pennsylvania corporate    Under Wisconsin law, the
Takeover       law, directors may, in          directors and officers of
Provisions     considering the best            Modine may, in considering
               interests of the                its best long-term and
               corporation, consider any of    short-term interests,
               the following to the extent     consider the effects of any
               they deem appropriate:          action (including an action
---------------------------------------------------------------------------
<PAGE>
---------------------------------------------------------------------------
               Rights of Thermacore             Rights of Modine
                   Shareholders                   Shareholders
---------------------------------------------------------------------------
                                               relating to a change in
               -  the effects of any           control of the corporation)
                  action upon any or all       upon its employees,
                  groups affected by the       suppliers, and customers or
                  action, including            the communities in which it
                  shareholders, employees,     has offices or any other
                  suppliers, customers and     pertinent factors.  These
                  creditors of the             provisions may be deemed to
                  corporation, and upon        have an antitakeover effect
                  communities in which         since they expressly
                  offices or other             authorize directors to take
                  establishments of the        into account the interests
                  corporation are located;     of constituencies other
                                               than Modine's shareholders
               -  the short-term and long-     in determining what is and
                  term interests of the        is not in the best
                  corporation, including       interests of the
                  benefits that may accrue     corporation.  Such a
                  to the corporation from      provision may be relied
                  its long-term plans and      upon by directors in
                  the possibility that         responding to an
                  these interests may be       unsolicited bid for a
                  best served by the           change in control of the
                  continued independence       corporation.
                  of the corporation;
                                               Wisconsin law also has
               -  the resources, intent        special provisions relating
                  and conduct (past, stated    to changes in control of
                  and potential) of any        public companies, such as
                  person seeking to            Modine, which are
                  acquire control of the       incorporated in the state.
                  corporation; and             These laws regulate a broad
                                               range of business
               -  all other pertinent          combinations and similar
                  factors.                     transactions involving a
                                               resident domestic
               In considering the best         corporation. Situations
               interests of the corporation    covered by these statutes
               or the effects of any           include:
               action, the directors are
               not required to regard any      1) business combinations
               corporate interest or the          with significant
               interests of any particular        shareholders;
               group affected by the action    2) reduction of voting
               as a dominant or controlling       power for those who
               interest or factor.                acquire more than 20%
                                                  of a corporation's
               In addition, the standard of       outstanding shares;
               care that applies to any        3) supermajority voting
               action taken by a director         requirements in the case
               in connection with the             of certain business
               acquisition or sale of a           combinations which do
               corporation is no higher           meet "fair price"
               than the standard that             standards; and
---------------------------------------------------------------------------
<PAGE>
---------------------------------------------------------------------------
               Rights of Thermacore             Rights of Modine
                   Shareholders                   Shareholders
----------------------------------------------------------------------------

               applies to any other action     4) restrictions on
               of a director.                     certain defensive
                                                  actions in the face
                                                  of a takeover offer.

                                               While these provisions are
                                               generally designed to
                                               protect shareholders of
                                               covered corporations in the
                                               event of a proposal to
                                               acquire a company, they may
                                               have the effect of
                                               inhibiting offers which
                                               otherwise could be in
                                               the best interests of
                                               shareholders. For further,
                                               more detailed information
                                               about these provisions, see
                                               "Description of Modine
                                               Common Stock--Certain
                                               Provisions that May Delay
                                               or Prevent a Change-in-
                                               Control of Modine"
                                               beginning on page __ of the
                                               proxy statement/prospectus.
----------------------------------------------------------------------------




























<PAGE>
         WHERE YOU CAN FIND MORE INFORMATION

     Modine files annual, quarterly and current reports, proxy
statements and other information with the Securities and Exchange
Commission.  You may read and copy any reports, statements or
other information Modine files at the Securities and Exchange
Commission's public reference rooms at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, as well as at the
Commission's regional offices at 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and 7 World Trade Center, Suite
1300, New York, New York 10048.  Copies of these materials may
also be obtained from the Securities and Exchange Commission at
prescribed rates by writing to the Public Reference Section of
the Securities and Exchange Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549.  Please call the Securities and Exchange
Commission at 1-800-SEC-0330 for further information on the
public reference rooms.  Modine's filings are also available to
the public from commercial document retrieval services and at the
web site maintained by the Securities and Exchange Commission at
"http: //www.sec.gov."

     Modine has filed with the Securities and Exchange Commission
a registration statement on Form S-4 with respect to the Modine
common stock to be issued to holders of Thermacore common stock
and preferred stock pursuant to the merger agreement. This proxy
statement/prospectus constitutes the prospectus of Modine that is
filed as part of the registration statement. Other parts of the
registration statement are omitted from this proxy
statement/prospectus in accordance with the rules and regulations
of the Securities and Exchange Commission.  Copies of the
registration statement, including exhibits, may be inspected,
without charge, at the offices of the Securities and Exchange
Commission listed in the preceding paragraph, and copies may be
obtained from the Securities and Exchange Commission at
prescribed rates.  A copy of the registration statement may also
be found on the Securities and Exchange Commission's web site at
the site address indicated in the preceding paragraph.

     The Securities and Exchange Commission allows Modine to
"incorporate by reference" information into this proxy
statement/prospectus.  This means that Modine may disclose
important information to you by referring you to another document
filed separately with the Securities and Exchange Commission.
The information incorporated by reference is considered to be a
part of this proxy statement/prospectus, unless it has been
modified or superseded by information included in this proxy
statement/prospectus or in a later-dated filing made by Modine
with the Securities and Exchange Commission. The following
documents previously filed with the Securities and Exchange
Commission by Modine (Commission File Number 1-1373) are
incorporated by reference into this proxy statement/prospectus:

     1.   Modine's Annual Report on Form 10-K for the fiscal year
          ended March 31, 2000;

     2.   Modine's Quarterly Reports on Form 10-Q for the
          quarterly periods ended June 26, 2000, September 26,
          2000, and December 26, 2000;

<PAGE>
     3.   Modine's Current Reports on Form 8-K filed with the
          Securities and Exchange Commission

          (a)  on December 15, 2000, relating to the execution
               and delivery of the merger agreement,

          (b)  on December 1, 2000, relating to Modine's revision of
               its sales and earnings outlook for its third quarter and
               the remainder of its fiscal year ending March 31, 2001;

          (c)  on October 27, 2000, relating  to the appointment
               of Ernest T. Thomas as chief financial officer of
               Modine;

          (d)  on July 20, 2000, relating to a settlement
               agreement between Modine and Showa Aluminum
               Corporation; and

          (e)  on June 9, 2000, relating to Modine's sales
               forecast for its 2000-01 fiscal year;

     4.   Modine's Proxy Statement relating to the Annual Meeting
          of Shareholders of Modine held on July 19, 2000;

     5.   the description of the Modine common stock contained in
          its Form 10, filed with the Securities and Exchange
          Commission on May 1, 1935; and

     6.   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.

     Modine is also incorporating by reference additional
documents that it files with the Securities and Exchange
Commission between the date of this proxy statement/prospectus
and the date of the Thermacore special meeting.

     If you are a Thermacore shareholder, you can obtain any of
the documents incorporated by reference through Modine or the
Securities and Exchange Commission.  Documents incorporated by
reference are available from Modine without charge, excluding all
exhibits unless Modine has specifically incorporated by reference
an exhibit in this proxy statement/prospectus.  You may obtain
documents incorporated by reference in this proxy
statement/prospectus by requesting them in writing or by
telephone from Modine at the following address:

            Modine Manufacturing Company
            1500 DeKoven Avenue
            Racine, Wisconsin 53403-2552
            Telephone: 1-262-636-1200
            Attn: Corporate Secretary
<PAGE>
     If you would like to request documents from Modine, please do
so by __________, 2001, to receive them before the special meeting.
These filings are also available through Modine's website at
"http://www.Modine.com."

     You should rely only on the information contained or incorporated
by reference in this proxy statement/prospectus in deciding how to vote
at the Thermacore special meeting. Neither Modine nor Thermacore has
authorized anyone to provide you with information that is different
from what is contained in this proxy statement/prospectus.  This proxy
statement/prospectus is dated __________, 2001.  You should not assume
that the information contained in this proxy statement/prospectus is
accurate as of any date other than such date, and neither the mailing
of this proxy statement/prospectus to you nor the issuance of Modine
common stock in the merger shall create any implication to the contrary.

     Modine has supplied all information contained or incorporated by
reference in this proxy statement/prospectus relating to Modine, and
Thermacore has supplied all information contained in this proxy
statement/prospectus relating to Thermacore.

                             EXPERTS

     The financial statements incorporated in this proxy
statement/prospectus and by reference to Modine's Annual Report on
Form 10-K for the year ended March 31, 2000 have been so incorporated
in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing
and accounting.

                           LEGAL MATTERS

     Certain legal matters relating to the validity of the Modine common
stock issuable in connection with the merger and certain federal income
tax matters relating to the merger will be passed upon for Modine by
Schiff Hardin & Waite, Chicago, Illinois.  Certain legal matters relating
to federal income tax matters relating to the merger will be passed upon
for Thermacore by Pepper Hamilton LLP, Berwyn, Pennsylvania.


        FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE

     Some of the statements included or, in the case of Modine,
incorporated by reference, in this document constitute forward-looking
statements, as that term is defined in the Securities Reform Act of 1995.
These statements are subject to risks and uncertainties.  Forward-looking
statements include information concerning possible or assumed future
results of operations of Modine, Thermacore or the combined company.
These statements may relate to, but are not limited to, information or
assumptions about sales, income, earnings per share, return on equity,
capital expenditures, dividends, capital structure, free cash flow, debt
to capitalization ratios, interest rates, internal growth rates, pending
legal proceedings and claims (including environmental matters), future
economic performance and management's plans, goals and objectives for
future operations and growth. These forward-looking statements generally
are accompanied by words such as "intend," "anticipate," "believe,"
"estimate," "project," "expect," "should" or similar expressions. You
should understand that forward-looking statements are not guarantees
since there are inherent difficulties in predicting future results.
<PAGE>
Actual results could differ materially from those expressed or implied
in the forward-looking statements.  Factors that could cause actual
results to differ include, but are not necessarily limited to, those
discussed in the documents incorporated by reference in this proxy
statement/prospectus.  Those include:

     -  the integration by Modine's customers of products currently
        supplied by Modine;

     -  the success of Modine or its competitors in obtaining the
        business of the available customer base;

     -  the ability of Modine to pass on increased costs to its
        customers;

     -  variations in currency-exchange rates that may effect
        Modine's non-domestic business;

     -  labor relations at Modine;

     -  Modine's customers and suppliers, which may effect the
        continuous supply of Modine's products; and

     -  the ability to improve the operations of the divisions
        or businesses it has acquired.


































<PAGE>
                                                  ANNEX A

                   AGREEMENT AND PLAN OF MERGER

                           dated as of

                         December 13, 2000

                             between

                 THERMACORE INTERNATIONAL, INC.

                               and

                  MODINE MANUFACTURING COMPANY












































<PAGE>
<PAGE>

			   TABLE OF CONTENTS
			      -----------

							       Page
							       ----

TABLE OF CONTENTS                                                I

ARTICLE 1                                                        1

     SECTION 1.1. MERGER                                         1
     SECTION 1.2. SURRENDER AND PAYMENT                          2
     SECTION 1.3. THE MERGER DATE                                4
     SECTION 1.4. STOCK OPTIONS OF THE COMPANY                   5
     SECTION 1.5. FRACTIONAL SHARES                              6
     SECTION 1.6. DISSENTING SHARES                              6
     SECTION 1.7. AGGREGATE CONSIDERATION; EXCHANGE RATIO;
		    VALUATION OF BUYER COMMON STOCK              7

ARTICLE 2                                                        8

     SECTION 2.1. ARTICLES OF INCORPORATION; BYLAWS              8
     SECTION 2.2. DIRECTORS AND OFFICERS                         8

ARTICLE 3                                                        8

     SECTION 3.1. CORPORATE EXISTENCE AND POWER                  9
     SECTION 3.2. CORPORATE AUTHORIZATION                        9
     SECTION 3.3. GOVERNMENTAL AUTHORIZATION                     9
     SECTION 3.4. NON-CONTRAVENTION                             10
     SECTION 3.5. CAPITALIZATION                                10
     SECTION 3.6. SUBSIDIARIES                                  11
     SECTION 3.7. FINANCIAL STATEMENTS                          12
     SECTION 3.8. DISCLOSURE DOCUMENTS                          12
     SECTION 3.9. ABSENCE OF CERTAIN CHANGES                    13
     SECTION 3.10. NO UNDISCLOSED MATERIAL LIABILITIES          14
     SECTION 3.11. LITIGATION; INVESTIGATIONS                   14
     SECTION 3.12. TAXES                                        14
     SECTION 3.13. ERISA AND LABOR MATTERS                      15
     SECTION 3.14. COMPLIANCE WITH LAWS                         18
     SECTION 3.15. INTELLECTUAL PROPERTY RIGHTS                 18
     SECTION 3.16. ENVIRONMENTAL MATTERS                        20
     SECTION 3.17. FINDERS FEES                                 21
     SECTION 3.18. TITLE TO AND CONDITION OF PROPERTIES         22
     SECTION 3.19. CONTRACTS                                    22
     SECTION 3.20. ACCOUNTS RECEIVABLE                          23
     SECTION 3.21. RELATIONSHIPS WITH CUSTOMERS AND
		     SUPPLIERS                                  23
     SECTION 3.22. PRODUCT WARRANTIES AND LIABILITIES           24
     SECTION 3.23. AFFILIATE TRANSACTIONS                       24
     SECTION 3.24. INSURANCE                                    24



			       -i-



<PAGE>
     SECTION 3.25. POOLING OF INTERESTS TREATMENT               25
     SECTION 3.26. INVENTORIES                                  25
     SECTION 3.27. NO GUARANTIES; EXTENSIONS OF CREDIT          25
     SECTION 3.28. RELATIONSHIPS WITH SALES REPRESENTATIVES     26
     SECTION 3.29. PERMITS                                      26
     SECTION 3.30. RELATIONSHIPS WITH JOINT VENTURE PARTNERS    26

ARTICLE 4                                                       27

     SECTION 4.1. CORPORATE EXISTENCE AND POWER                 27
     SECTION 4.2. CORPORATE AUTHORIZATION                       27
     SECTION 4.3. GOVERNMENTAL AUTHORIZATION                    27
     SECTION 4.4. NON-CONTRAVENTION                             28
     SECTION 4.5. SEC FILINGS                                   28
     SECTION 4.6. FINANCIAL STATEMENTS                          29
     SECTION 4.7. DISCLOSURE DOCUMENTS                          29
     SECTION 4.8. ABSENCE OF CERTAIN CHANGES                    30
     SECTION 4.9. NO UNDISCLOSED MATERIAL LIABILITIES           30
     SECTION 4.10. FINDERS FEES                                 30
     SECTION 4.11. PERMITS                                      30
     SECTION 4.12. POOLING OF INTERESTS TREATMENT               31

ARTICLE 5                                                       31

     SECTION 5.1. CONDUCT OF THE COMPANY                        31
     SECTION 5.2. SHAREHOLDER MEETING; PROXY MATERIALS          35
     SECTION 5.3. OTHER OFFERS                                  36
     SECTION 5.4. INTELLECTUAL PROPERTY MATTERS                 36
     SECTION 5.5. AFFILIATE LETTERS                             36
     SECTION 5.6. ACCESS TO INFORMATION                         37

ARTICLE 6                                                       37

     SECTION 6.1. CONDUCT OF BUYER                              38
     SECTION 6.2. DEPARTMENTS                                   38
     SECTION 6.3. REGISTRATION STATEMENT                        38
     SECTION 6.4. LISTING ON NASDAQ                             38
     SECTION 6.5. ORGANIZATIONAL STRUCTURE                      38
     SECTION 6.6. BOARD OF DIRECTORS                            38

ARTICLE 7                                                       39

     SECTION 7.1. COMMERCIALLY REASONABLE EFFORTS               39
     SECTION 7.2. COOPERATION                                   39
     SECTION 7.3. PUBLIC ANNOUNCEMENTS                          39
     SECTION 7.4. FURTHER ASSURANCES                            40
     SECTION 7.5. NOTICES OF CERTAIN EVENTS                     40
     SECTION 7.6. DIRECTOR AND OFFICER LIABILITY                40
     SECTION 7.7. GOVERNMENTAL AUTHORIZATION                    42
     SECTION 7.8. CERTAIN CORPORATE MATTERS                     42
     SECTION 7.9. EMPLOYMENT                                    42
     SECTION 7.10. TAX-FREE REORGANIZATION                      42


				 -ii-




<PAGE>

     SECTION 7.11. POOLING                                      42

ARTICLE 8                                                       43

     SECTION 8.1. CONDITIONS TO THE OBLIGATIONS OF EACH
		    PARTY                                       43
     SECTION 8.2. CONDITIONS TO THE OBLIGATIONS OF BUYER        44
     SECTION 8.3. CONDITIONS TO THE OBLIGATIONS OF THE
		    COMPANY                                     45

ARTICLE 9                                                       45

     SECTION 9.1. TERMINATION                                   45
     SECTION 9.2. EFFECT OF TERMINATION                         46

ARTICLE 10                                                      46

     SECTION 10.1. NOTICES                                      46
     SECTION 10.2. ENTIRE AGREEMENT; NON-SURVIVAL OF
		     REPRESENTATIONS AND WARRANTIES;
		     NO THIRD PARTY BENEFICIARIES               48
     SECTION 10.3. AMENDMENTS; NO WAIVERS                       48
     SECTION 10.4. EXPENSES                                     49
     SECTION 10.5. DOLLAR AMOUNTS                               49
     SECTION 10.6. SUCCESSORS AND ASSIGNS                       49
     SECTION 10.7. GOVERNING LAW                                49
     SECTION 10.8. COUNTERPARTS; EFFECTIVENESS                  49


























				  -iii-




<PAGE>
			     DEFINITIONS


1933 Act                                                         9
1934 Act                                                         9
Adjusted Option                                                  5
Affiliate                                                        2
Articles of Merger                                               4
Benefit Arrangements                                            16
Buyer                                                            1
Buyer 10-K                                                      28
Buyer 10-Qs                                                     28
Buyer Balance Sheet                                             28
Buyer Balance Sheet Date                                        28
Buyer Common Stock                                               1
Buyer Disclosure Documents                                      29
Buyer Disclosure Schedule                                       26
Buyer Option Plan                                                5
Buyer Party                                                     27
Buyer SEC Disclosure Documents                                  29
Buyer SEC Documents                                             28
Claim                                                           40
Code                                                             5
Company                                                      1, 21
Company Balance Sheet                                           12
Company Disclosure Documents                                    12
Company Disclosure Schedule                                      8
Company Securities                                              11
Company Shareholder Meeting                                     35
Company Stock                                                    1
Company Stock Options                                            5
Company Stock Plans                                              5
Company Subsidiary Securities                                   11
Contract                                                        22
D&O Insurance                                                   41
defined benefit plan                                            16
employee benefit plan                                           15




















				   -iv-

<PAGE>
employee pension benefit plan                                   15
Employee Plans                                                  15
Environmental Laws                                              20
Environmental Permits                                           21
ERISA                                                           15
ERISA Affiliate                                                 15
Exchange Agent                                                   2
Form S-4                                                        29
Governmental Authority                                           9
Hazardous Substance                                             21
HSR Act                                                          9
Indemnified Party                                               40
Intellectual Property                                           18
Lien                                                            10
Material Adverse Effect                                          9
Merger                                                           1
Merger Date                                                      4
Merger Sub                                                       1
Merger Sub Common Stock                                          2
multiemployer plan                                              16
Pennsylvania Law                                                 2
Pension Plans                                                   16
Person                                                           2
Pre-Merger Matters                                              40
Product Liability                                               23
Required Shareholder Vote                                        9
Series A Preferred Stock                                        10
Subsequent Buyer SEC Documents                                  28
Subsidiary                                                       2
Subsidiary of the Company                                       21
Surviving Corporation                                            1
Surviving Corporation Common Stock                               2
Tax Return                                                      15
Taxes                                                           15
Taxing Authorities                                              15
U.S. GAAP                                                       12





















				   -v-

<PAGE>

		    AGREEMENT  AND  PLAN  OF  MERGER

     THIS AGREEMENT AND PLAN OF MERGER, dated as of December 13, 2000
(this "Agreement"), is entered into between Modine Manufacturing Company,
a Wisconsin corporation ("Buyer"), and Thermacore International, Inc.,
a Pennsylvania corporation (the "Company").  The parties intend that
the Merger (as defined herein) shall qualify as a reorganization within
the meaning of Section 368(a) of the Code (as defined herein) and that
this Agreement shall constitute a plan of reorganization for purposes
of Section 368(a) of the Code and be treated for financial reporting
purposes as a pooling of interests.

     The parties hereto agree as follows:

			       ARTICLE 1

			      THE MERGER

     Section 1.1.  Merger.  (a)  The Buyer shall form a new Pennsylvania
corporation as a wholly-owned subsidiary ("Merger Sub").  Upon the terms
and subject to the conditions set forth herein, on the Merger Date, the
Buyer shall cause Merger Sub to merge into the Company (the "Merger")
and the separate existence of Merger Sub shall cease.  The Company shall
be the surviving corporation in the Merger (hereinafter sometimes referred
to as the "Surviving Corporation") and its separate corporate existence,
with all its purposes, objects, rights, privileges, powers and franchises,
shall continue unaffected and unimpaired by the Merger.

     (b) Pursuant to the Merger:

	  (i)  Each share of common stock, $.01 par value, of the Company
     (the "Company Common Stock") held by the Company or any Subsidiary
     of the Company as treasury stock or by Buyer, in each case
     immediately prior to the Merger Date, shall be canceled and no
     payment shall be made with respect thereto;

	 (ii)  Each share of Company Common Stock outstanding immediately
     prior to the Merger Date shall, except as otherwise provided in
     Section 1.1(b)(i), be converted into the right to receive a number of
     shares of common stock of the Buyer, $0.625 par value ("Buyer Common
     Stock"), equal to the Exchange Ratio, as defined in Section 1.7(b);

	(iii)  Each share of the Series A Convertible Preferred Stock, $.01
     par value, of the Company (the "Company Preferred Stock" and, together
     with the Company Common Stock, the "Company Stock") outstanding
     immediately prior to the Merger Date shall be converted into the right
     to receive that number of shares of Buyer Common Stock which the holder
     of a share of Company Preferred Stock would have been entitled to receive




				    -1-





<PAGE>

     under Section 1.1(b)(ii) if the share of Company Preferred Stock had
     been converted into Company Common Stock immediately prior to the
     Merger; and

	 (iv)  At the Merger Date, each share of common stock of Merger
     Sub ("Merger Sub Stock") outstanding immediately prior to the Merger
     Date shall be converted into an equal number of shares of common
     stock, par value $.01 per share, of the Surviving Corporation
     ("Surviving Corporation Common Stock").

     From and after the Merger Date, all shares of Company Stock
converted in accordance with Section 1.1(b)(ii) and (iii) shall no longer
be outstanding and shall automatically be canceled and retired and shall
cease to exist, and each holder of such shares shall cease to have any
rights with respect thereto, except the right to receive the number of
shares of Buyer Common Stock set forth in Section 1.1(b)(ii) or (iii),
as applicable (collectively, the "Merger Consideration"), the right to
exercise dissenters' rights in accordance with, and subject to the
provisions of, the Pennsylvania Business Corporation Law (the
"Pennsylvania Law") and the other rights specified in this Agreement.
From and after the Merger Date, all certificates representing Merger
Sub Common Stock shall be deemed for all purposes to represent the
number of shares of Surviving Corporation Common Stock into which they
were converted in accordance with Section 1.1(b)(iv).  For purposes of
this Agreement, "Subsidiary", when used with respect to any Person,
means any other Person, whether incorporated or unincorporated, of which
securities or other ownership interests having ordinary power to elect a
majority of the board of directors or other persons performing similar
functions are directly or indirectly owned or controlled by such Person
or by any one or more of its Subsidiaries.  For purposes of this Agreement,
"Person" means an individual, a corporation, a limited liability company,
a partnership (general or limited), an association, a trust or any other
entity or organization, including, without limitation, a government or
political subdivision or any agency or instrumentality thereof.  For
purposes of this Agreement, an "Affiliate", when used with respect to any
Person, means any other Person who is, or is deemed to be, an affiliate
of such Person within the meaning of the Securities Act of 1933, as
amended, and the rules and regulations promulgated by the Securities
and Exchange Commission (the "SEC") thereunder (the "1933 Act").

     Section 1.2.  Surrender and Payment  (a) Prior to the Merger Date,
Buyer shall appoint an agent reasonably satisfactory to the Company (the
"Exchange Agent") for the purpose of exchanging certificates representing
shares of Company Stock for the Merger Consideration. Buyer will make
available to the Exchange Agent, as needed, certificates representing the
Buyer Common Stock constituting the Merger Consideration to be paid in
exchange for shares of Company Stock, in accordance with the terms of
Section 1.1(b).  Promptly after the Merger Date, Buyer shall send, or
shall cause the Exchange Agent to send, to each holder of shares of
Company Stock whose shares were converted into a right to receive
the Merger Consideration in accordance with Section 1.1(b)(ii) or
(iii) at the Merger Date a letter of transmittal for use in such

				 -2-




<PAGE>

exchange (which shall specify that delivery of the Merger Consideration
shall be effected, and risk of loss and title to certificates representing
shares of Company Stock shall pass, only upon proper delivery of the
certificates representing shares of Company Stock to the Exchange Agent).

     (b) Each holder of shares of Company Stock that have been converted
into a right to receive the Merger Consideration, upon surrender to the
Exchange Agent of a certificate or certificates representing such shares
of Company Stock, together with a properly completed letter of transmittal
covering such shares of Company Stock, will be entitled to receive (i) the
Merger Consideration payable in respect of such shares of Company Stock,
(ii) cash in lieu of any fractional shares of Buyer Common Stock pursuant
to Section 1.5, and (iii) certain dividends or other distributions in
accordance with Section 1.2(f).  Until so surrendered, each such
certificate shall, after the Merger Date, represent for all purposes only
the right to receive (i) the Merger Consideration, (ii) cash in lieu of
any fractional shares pursuant to Section 1.5 and (iii) certain dividends
or other distributions in accordance with Section 1.2(f).  The Merger
Consideration paid pursuant to this Article 1 upon surrender of
certificates representing shares of Company Stock shall be deemed to have
been paid in full satisfaction of all rights pertaining to such shares of
Company Stock represented thereby.

     (c) If any portion of the Merger Consideration is to be paid to a
Person other than the registered holder of the shares of Company Stock
represented by the certificate or certificates surrendered in exchange
therefor, it shall be a condition to such payment that the certificate
or certificates so surrendered shall be properly endorsed or otherwise
be in proper form for transfer and that the Person requesting such payment
shall pay to the Exchange Agent any transfer or other taxes required as a
result of such payment to a Person other than the registered holder of
such shares of Company Stock or establish to the satisfaction of the
Exchange Agent that such tax has been paid or is not payable.

     (d) After the Merger Date, there shall be no further registration
of transfers of shares of Company Stock. If, after the Merger Date,
certificates representing shares of Company Stock are presented to the
Surviving Corporation, they shall be canceled and exchanged for the
Merger Consideration provided for, and in accordance with the procedures
set forth, in this Article 1.

     (e) Any portion of the Merger Consideration made available to the
Exchange Agent pursuant to Section 1.2(a) that remains unclaimed by
the holders of shares of Company Stock twelve (12) months after the
Merger Date shall be returned to Buyer, upon demand, and any such
holder who has not exchanged his shares of Company Stock for the Merger
Consideration in accordance with this Section 1.2 prior to that time
shall thereafter look only to Buyer for his claim for (i) the Merger
Consideration, (ii) any cash in lieu of any fractional shares pursuant
to Section 1.5 and (iii) certain dividends or other distributions in
accordance with Section 1.2(f). Notwithstanding the foregoing, Buyer shall
not be liable to any holder of shares of Company Stock for any amount
paid to a public official pursuant to applicable escheat or abandoned


			       -3-


<PAGE>

property laws. Any amounts remaining unclaimed by holders of shares of
Company Stock two years after the Merger Date (or such earlier date
immediately prior to such time as such amounts would otherwise escheat
to or become property of any governmental entity) shall, to the extent
permitted by applicable law, become the property of Buyer free and clear
of any claim or interest of any Person previously entitled thereto.

     (f) No dividends or other distributions with respect to the Buyer
Common Stock constituting all or a portion of the Merger Consideration
shall be paid to the holder of any unsurrendered certificate representing
Company Stock until such certificates are surrendered as provided in this
Section 1.2.  Subject to the effect of applicable laws, following such
surrender, there shall be paid, without interest, to the record holder
of the certificates representing the Buyer Common Stock (i) at the time
of such surrender, the amount of dividends or other distributions with a
record date after the Merger Date payable prior to or on the date of such
surrender with respect to such whole shares of Buyer Common Stock, and
not paid, and the amount of cash payable in lieu of any fractional shares
pursuant to Section 1.5, less the amount of any withholding taxes which
may be required thereon under any provision of federal, state, local or
foreign tax law, and (ii) at the appropriate payment date, the amount of
dividends or other distributions with a record date after the Merger Date
but prior to the date of surrender and a payment date subsequent to the
date of surrender payable with respect to such whole shares of Buyer
Common Stock, less the amount of any withholding taxes which may be
required thereon under any provision of federal, state, local or foreign
tax law. Buyer shall make available to the Exchange Agent cash for these
purposes.

     (g) If any certificate representing Company Stock that was converted
into a right to receive the Merger Consideration in accordance with Section
1.1(b)(ii) or (iii) shall have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the Person claiming such certificate
to be lost, stolen or destroyed and, if required by Buyer, the posting by
such Person of a bond in such reasonable amount as Buyer may direct as
indemnity against any claim that may be made against it with respect to
such certificate, the Exchange Agent shall issue in exchange for such lost,
stolen or destroyed certificate (i) the applicable Merger Consideration,
(ii) cash in lieu of any fractional shares pursuant to Section 1.5 and
(iii) any unpaid dividends and distributions on shares of Buyer Common
Stock deliverable in respect thereof in accordance with Section 1.2(f).

     Section 1.3.  The Merger Date.  As soon as practicable after the
satisfaction or, to the extent permitted hereunder or under applicable law,
waiver of all conditions to the Merger, but in no event later than three
(3) calendar days after the later of the dates on which the conditions set
forth in Section 8.1(a) and 8.1(b) of this Agreement are satisfied, or on
such other date as shall have been mutually agreed upon by the parties,
(a) the Company shall file, and the Buyer shall cause Merger Sub to file,
a copy of this Agreement or, to the extent permitted by the Pennsylvania
Law, Articles of Merger (the "Articles of Merger") with the Pennsylvania



			       -4-



<PAGE>

Secretary of State and make all other filings or recordings required
by the Pennsylvania Law in connection with the Merger and (b) the Merger
shall become effective at such time as the Articles of Merger are duly
filed with the Secretary of State, or at such later date or time as Buyer
and the Company shall agree and shall be specified in the Articles of
Merger (such time and date are referred to as the "Merger Date").

     Section 1.4.  Stock Options of the Company. (a) As soon as practicable
following the date of this Agreement, the Board of Directors of the Company
(or, if appropriate, any committee of the Board of Directors administering
the Company Stock Plans, as defined below) shall adopt such resolutions or
take such other actions as may be required to effect the following.

	   (i)  adjust, in accordance with their terms, the terms
     of all outstanding options to purchase shares of Company Common
     Stock (the "Company Stock Options") granted under the plans or
     arrangements providing for the grant of options to purchase
     shares of Company Common Stock to current or former officers,
     directors, employees or consultants of the Company listed in
     Section 1.4 of the Company Disclosure Schedules (as defined in
     the preamble to Article 3) (the "Company Stock Plans"), whether
     vested or unvested, as necessary to provide that, at the Merger
     Date, each Company Stock Option outstanding immediately prior to
     the Merger Date shall be amended and converted into an option to
     acquire, on the same terms and conditions as were applicable under
     the Company Stock Option, the number of shares of Buyer Common
     Stock (rounded down to the nearest whole share) determined by
     multiplying the number of shares of Company Stock subject to
     such Company Stock Option by the Exchange Ratio, at a price per
     share of Buyer Common Stock equal to (A) the aggregate exercise
     price for the shares of Company Common Stock otherwise purchasable
     pursuant to such Company Stock Option divided by (B) the aggregate
     number of shares of Buyer Common Stock deemed purchasable pursuant
     to such Company Stock Option (each, as so adjusted, an "Adjusted
     Option"); provided that such exercise price shall be rounded up
     to the nearest whole cent; and

	  (ii)  make such other changes, if any, to the Company Stock
     Plans and Company Stock Options as Buyer and the Company may agree
     are appropriate solely to give effect to the Merger and consistent
     with the parties' intent that the Merger be treated for financial
     reporting purposes as a pooling of interests.

     (b) Notwithstanding Section 1.4(a), the adjustments provided in
Section 1.4(a) with respect to any Company Stock Options that are
"incentive stock options" as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), shall be and are intended
to be effected in a manner which is consistent, to the extent permitted
by applicable law, with Section 424(a) of the Code.




				  -5-




<PAGE>

     (c) Prior to the Merger Date, Buyer shall adopt an option plan
(the "Buyer Option Plan") which shall provide for the issuance of
the Adjusted Options at the Merger Date and by virtue of the Merger,
and without the need of any further corporate action, Buyer shall
assume all obligations of the Company under the Company Stock Plans,
including with respect to the Company Stock Options outstanding at
the Merger Date.

     (d) Within two (2) business days after the Merger Date, Buyer
shall prepare and file with the SEC a registration statement on Form
S-8 (and on Form S-3, if required) registering a number of shares of
Buyer Common Stock equal to the number of shares subject to the
Adjusted Options. Such registration statement shall be kept effective
(and the current status of the initial offering prospectus or
prospectuses required thereby shall be maintained) at least for so
long as any Adjusted Options may remain outstanding.

     (e) As soon as practicable after the Merger Date, Buyer shall
deliver to the holders of Company Stock Options appropriate notices
setting forth such holders' rights pursuant to the respective Company
Stock Plans and the agreements evidencing the grants of such Company
Stock Options and that such Company Stock Options and agreements shall
be assumed by Buyer and shall continue in effect on the same terms and
conditions (subject to the adjustments required by this Section 1.4
after giving effect to the Merger).

     (f) A holder of an Adjusted Option may exercise such Adjusted Option
in accordance with its terms.

     (g) Except to the extent required under the respective terms of the
Company Stock Options or other applicable agreements, all restrictions
or limitations on transfer and vesting with respect to Company Stock
Options awarded under the Company Stock Plans or any other plan, program
or arrangement of the Company, to the extent that such restrictions or
limitations shall not have already lapsed, shall remain in full force
and effect with respect to such options after giving effect to the
Merger and the assumption by Buyer as set forth above.

     Section 1.5.  Fractional Shares.  No fractional shares of Buyer
Common Stock shall be issued in the Merger, but in lieu thereof each
holder of Company Stock otherwise entitled to a fractional share of
Buyer Common Stock will be entitled to receive a cash payment in lieu
of such fractional shares of Buyer Common Stock equal to such fraction
times the Buyer Average Price (as defined in Section 1.7(b) of this
Agreement).  As soon as practicable after the determination of the
amount of cash, if any, to be paid to holders of Company Stock in lieu
of any functional shares of Buyer Common Stock, the Exchange Agent
shall make available such amounts to such holders of shares of Company
Stock without interest.

     Section 1.6. Dissenting Shares.  Notwithstanding Section 1.1,
shares of Company Stock outstanding immediately prior to the
Merger Date and held by a holder who has not voted in

				 -6-



<PAGE>

favor of the Merger and who has exercised dissenters' rights in respect
of such shares of Company Stock in accordance with the Pennsylvania Law
shall not be converted into a right to receive the applicable Merger
Consideration unless such holder fails to perfect or withdraws or
otherwise loses his dissenters rights.  Shares of Company Stock in
respect of which dissenters' rights have been exercised shall be treated
in accordance with Section 1575 of the Pennsylvania Law.  If after the
Merger Date such holder fails to perfect or withdraws or otherwise loses
his right to demand the payment of fair value for shares of Company Stock
under Pennsylvania Law, such shares of Company Stock shall be treated as
if they had been converted as of the Merger Date into a right to receive
the applicable Merger Consideration.  The Company shall give Buyer prompt
notice of any demands received by the Company for the exercise of
dissenters rights with respect to shares of Company Stock, and Buyer shall
have the right to participate in all negotiations and proceedings with
respect to such demands.  The Company shall not, except with the prior
written consent of Buyer, make any payment with respect to, or settle or
offer to settle, any such demands.  In the event any amounts shall become
due and payable in respect of any such demands, such amounts shall be paid
by the Surviving Corporation.


     Section 1.7.  Aggregate Consideration; Exchange Ratio; Valuation of
Buyer Common Stock.  (a) For purposes of this Agreement, the aggregate
consideration to be paid in exchange for the Company Stock in the Merger
shall be ninety-three million five hundred forty-two thousand dollars
($93,542,000) (the "Aggregate Consideration").  The "Per Share Consideration"
shall equal the Aggregate Consideration divided by 3,569,825, which, as of
the date of this Agreement, equals the sum of the number of outstanding
shares of Company Common Stock, the number of shares of Company Common
Stock into which the outstanding Company Preferred Stock is convertible,
and the number of shares of Company Common Stock issuable upon the exercise
of all outstanding Company Stock Options, whether vested or unvested as
of the date of this Agreement.

     (b)  The Exchange Ratio shall equal the Per Share Consideration
divided by the Buyer Average Price (as defined below), with the quotient
being rounded to the nearest one one hundred thousandth of a point.  The
"Buyer Average Price" means the unweighted average of the last-sale prices
for the Buyer Common Stock, as reported on The Nasdaq Stock Market, for the
twenty (20) trading days ending on the fifth trading day (the "Valuation
Date") preceding the Merger Date, but not more than $32.00 nor less than
$22.08.

     (c) If at any time during the period between the date of this Agreement
and the Merger Date, any change in the outstanding shares of Buyer Common
Stock shall occur by reason of any reclassification, recapitalization, stock
split or combination, exchange or readjustment of shares or any stock
dividend thereon with a record date during such period or any similar
transaction or event (each a "Share Change"), the minimum and maximum Buyer
Average Price set forth in Section 1.7(b) shall be changed by multiplying
each such number by the Adjustment Ratio (as defined herein).  The
"Adjustment Ratio" shall be the number obtained by dividing the number


			      -7-


<PAGE>

of shares of Buyer Common Stock issued and outstanding immediately prior
to the Share Change by the number of shares of Buyer Common Stock issued
and outstanding immediately after the Share Change.


			     ARTICLE 2

		      THE SURVIVING CORPORATION

     Section 2.1.  Articles of Incorporation; Bylaws.  The articles of
incorporation and bylaws of the Merger Sub in effect at the Merger Date
shall be the articles of incorporation and bylaws, respectively, of the
Surviving Corporation until amended in accordance with applicable law,
except for Article I thereof which shall include the name of the Surviving
Corporation designated by Buyer.  The Surviving Corporation shall succeed
to all of the rights, privileges, powers and franchises, of a public as
well as of a private nature, of the Company and Merger Sub, all of the
properties and assets and all of the debts of the Company and Merger Sub,
and all choses in action and other interests due or belonging to the
Company and Merger Sub and shall be subject to, and responsible for, all
of the debts, liabilities and duties of the Company and Merger Sub with
the effect set forth in the Pennsylvania Law.

     Section 2.2.  Directors and Officers.  From and after the Merger
Date, until successors are duly elected or appointed and qualified in
accordance with applicable law, (a) the directors of Merger Sub immediately
prior to the Merger Date shall be the directors of the Surviving Corporation,
and (b) the officers of Merger Sub immediately prior to the Merger Date
shall be the officers of the Surviving Corporation.  On or prior to the
Merger Date, the Company shall deliver to Buyer evidence satisfactory to
Buyer of the resignations (to be effective as of the Merger Date) of those
directors of the Company and/or its Subsidiaries, and, without affecting
their employment status or any rights they may have under any severance
agreement, employment agreement or similar arrangement disclosed in the
Company Disclosure Schedules, those officers of the Company and/or its
Subsidiaries whose resignations as a director or officer have been
requested by the Buyer.


				  ARTICLE 3

		   REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     Except as set forth in the disclosure schedule of the Company attached
hereto (the "Company Disclosure Schedules") or as otherwise provided herein,
the Company represents and warrants to Buyer that:





				    -8-






<PAGE>

     Section 3.1.  Corporate Existence and Power.  The Company is a
corporation duly incorporated, validly existing and in good standing
under the laws of the Commonwealth of Pennsylvania, and has all corporate
powers required to carry on its business as now conducted and is duly
qualified to do business as a foreign corporation and is in good standing
in each jurisdiction where the character of the property owned or leased
by it or the nature of its activities makes such qualification necessary,
except for those jurisdictions where the failure to be so qualified or in
good standing is not, individually or in the aggregate, reasonably likely
to have a Material Adverse Effect on the Company. For purposes of this
Agreement, a "Material Adverse Effect" means, with respect to any Person,
any change, effect, event, occurrence or state of facts that is, or would
reasonably be expected to be, materially adverse to the financial condition,
business, operations, assets or results of operations of such Person and
its Subsidiaries taken as a whole, or that would or would reasonably be
expected to, materially impair the ability of such Person to perform its
obligations under this Agreement.  Section 3.1 of the Company Disclosure
Schedules includes a list of all jurisdictions in which the Company or
any Subsidiary of the Company is duly qualified to conduct business, and
complete and correct copies of the Company's articles of incorporation
and by-laws, each as amended to date, are included in the set of due
diligence documents delivered by the Company to the Buyer concurrently
with this Agreement (the "Company Disclosure Documents").

     Section 3.2.  Corporate Authorization.  (a) The execution, delivery
and performance by the Company of this Agreement and the consummation by
the Company of the transactions contemplated by this Agreement are within
the Company's corporate powers and, except for the required approval of
the shareholders of the Company in connection with the consummation of
the Merger, have been duly authorized by all necessary corporate action.
The affirmative vote of a majority of the votes cast by all shareholders
of the Company entitled to vote on the Merger and the affirmative vote of
two-thirds of the holders of the Company Preferred Stock, voting as a
class, (collectively, the "Required Shareholder Vote") are the only votes
of any class or series of the Company's capital stock necessary to approve
and adopt this Agreement and the transactions contemplated by this
Agreement.  This Agreement has been duly executed and delivered by the
Company and constitutes a valid and binding agreement of the Company
enforceable against the Company in accordance with its terms.

     (b)  The Board of Directors of the Company, at a meeting duly called
and held, has (i) determined that this Agreement and the transactions
contemplated by this Agreement (including the Merger) are fair to and
in the best interests of the shareholders of the Company, (ii) approved
this Agreement and the transactions contemplated by this Agreement
(including the Merger), and (iii) resolved to recommend adoption of this
Agreement and the transactions contemplated hereby by the shareholders of
the Company, subject to the terms hereof.

     Section 3.3.  Governmental Authorization.  The execution,
delivery and performance by the Company of this Agreement and the
consummation by the Company of the transactions


				    -9-



<PAGE>

contemplated by this Agreement require no action by or in respect of,
or filing with, any federal, state, local or foreign governmental body,
agency, official or authority ("Governmental Authority") other than
(a) the filing of the Articles of Merger in accordance with the
Pennsylvania Law; (b) compliance with any applicable requirements of
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the "HSR Act"); (c) compliance with any applicable requirements of
the Securities and Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder (the "1934 Act"); (d) compliance
with any applicable requirements of the 1933 Act; (e) compliance with
any applicable foreign or state securities or Blue Sky laws; and
(f) immaterial actions or filings relating to ordinary operational
matters.

     Section 3.4.  Non-Contravention.  The execution, delivery and
performance by the Company of this Agreement and the consummation by
the Company of the transactions contemplated by this Agreement do not
and will not, (a) assuming receipt of the Required Shareholder Vote,
contravene or conflict with the articles of incorporation or bylaws of
the Company or any Subsidiary of the Company, (b) assuming compliance
with the matters referred to in Section 3.3, contravene or conflict with
or constitute a violation of any provision of any law, regulation,
judgment, injunction, order or decree binding upon or applicable to the
Company or any Subsidiary of the Company, (c) except as set forth in
Section 3.4 of the Company Disclosure Schedules, constitute a default
(or an event which with notice, the lapse of time or both would become
a default) under, or give rise to a right of termination, cancellation
or acceleration of any right or obligation of the Company or any
Subsidiary of the Company or to a loss of any benefit to which the
Company or any Subsidiary of the Company is entitled under any provision
of any material agreement, contract or other instrument binding upon the
Company or any Subsidiary of the Company or any license, franchise,
permit or other similar authorization held by the Company or any
Subsidiary of the Company, (d) except as set forth in Section 3.4 of
the Company Disclosure Schedules, require any action or consent or
approval of any Person other than a Governmental Authority or (e) result
in the creation or imposition of any Lien on any asset of the Company or
any Subsidiary of the Company.  For purposes of this Agreement, "Lien"
means, with respect to any asset, any mortgage, claim, lien, pledge,
charge, security interest or encumbrance of any kind in respect of
such asset.

     Section 3.5.  Capitalization.  The authorized capital stock of
the Company consists of (i) 5,000,000 shares of Company Common Stock
and (ii) 62,500 shares of Company Preferred Stock, all of which are
designated as Series A Convertible Preferred Stock.  As of the date
of this Agreement, there were (i) 2,254,425 shares of Company Common
Stock outstanding and (ii) 62,500 shares of Company Preferred Stock
outstanding, each share of which is convertible, by its terms, into
ten shares of Company Common Stock.  As of the date of this Agreement,
there were Company Stock Options to purchase an aggregate of 690,400
shares of Company Common Stock outstanding, (421,975 of which Company
Stock Options were exercisable) granted under the Company Stock Plans.
All outstanding shares of capital stock of the Company have been,


				  -10-

<PAGE>
and all shares of Company Common Stock which may be issued upon the
exercise of the Company Stock Options or the conversion of the Company
Preferred Stock will be, when issued, duly authorized and validly
issued, fully paid and nonassessable and not subject to preemptive
rights.  Except (i) as set forth in this Section 3.5 and (ii) for
changes arising from the acceleration of vesting of Company Stock
Options upon consummation of the Merger as set forth in Section 3.4
of the Company Disclosure Schedules, there are outstanding (a) no
shares of capital stock or other voting securities of the Company,
(b) no securities of the Company convertible into or exchangeable
for shares of capital stock or voting securities of the Company and
(c) no options, warrants, calls, subscriptions or other rights to
acquire from the Company, and no obligation of the Company to issue,
any capital stock, voting securities or securities convertible into
or exchangeable for capital stock or voting securities of the Company
(the items in clauses (a), (b) and (c) being referred to collectively
as the "Company Securities").  Except as set forth in Section 3.5 of
the Company Disclosure Schedules, there are no outstanding obligations
of the Company or any Subsidiary of the Company to repurchase, redeem
or otherwise acquire any Company Securities.  Section 3.5 of the Company
Disclosure Schedules sets forth (i) every agreement pursuant to which the
Company has granted to any Person registration rights related to shares
of Company Stock and (ii) every agreement to which the Company is a
party or of which the Company has Knowledge relating to the voting of
any shares of Company Stock (copies of which agreements are included in
the Company Disclosure Documents).

     Section 3.6.  Subsidiaries.  (a) Each Subsidiary of the Company is
duly incorporated, validly existing and in good standing under the laws
of its jurisdiction of incorporation, has all corporate powers to carry
on its business as now conducted and is duly qualified to do business as
a foreign corporation and is in good standing in each jurisdiction where
the character of the property owned or leased by it or the nature of its
activities makes such qualification necessary, except for those
jurisdictions where failure to be so qualified or licensed is not,
individually or in the aggregate, reasonably likely to have a Material
Adverse Effect on the Company.

     (b) The Company does not own, directly or indirectly, any equity
or other ownership interest in any corporation, partnership, joint
venture or other entity or enterprise, except for the Subsidiaries
of the Company set forth in Section 3.6 of the Company Disclosure
Schedules.  Except as set forth in Section 3.6 of the Company Disclosure
Schedules, the Company is not subject to any obligation or requirement
to provide funds to or make any investment (in the form of a
loan, capital contribution or otherwise) in any such entity.  The
Company owns beneficially and of record, either directly or through a
wholly-owned subsidiary, ownership interests having by their terms
ordinary voting power to elect a majority of directors (or others
performing similar functions with respect to such Subsidiary) of
each of the Company's Subsidiaries, free and clear of any Liens.
Each of the outstanding shares of capital stock of each of
the Company's Subsidiaries is duly authorized, validly issued,
fully paid and nonassessable.  True and correct information for each
Subsidiary of the Company is set forth in Section 3.6 of the Company

				-11-


<PAGE>

Disclosure Schedules, as applicable:  (i) its name and jurisdiction of
incorporation or organization; (ii) its authorized capital stock or
share capital; and (iii) the number of issued and outstanding shares
of capital stock or share capital and the record owner(s) thereof.
There are no outstanding subscriptions, options, warrants, puts, calls,
agreements, understandings, claims or other commitments or rights of
any type relating to the issuance, sale or transfer of any securities
of any Subsidiary of the Company (collectively, the "Company Subsidiary
Securities"), nor are there outstanding any securities which are
convertible into or exchangeable for any Company Subsidiary Securities;
and no Subsidiary of the Company has any obligation of any kind to issue
any additional Company Subsidiary Securities or to pay for any Company
Subsidiary Securities.

     Section 3.7.  Financial Statements.  The Company has delivered
to Buyer copies of the following financial statements (the "Financial
Statements"):

	  (i)  consolidated balance sheets of the Company and its
Subsidiaries at June 30, 2000 (the "Company Balance Sheet") and at
June 30, 1999 and 1998, as audited by Arthur Anderson LLP, independent
accountants to the Company and its Subsidiaries;

	 (ii)  consolidated statements of income, cash flows and
shareholders'equity of the Company and its Subsidiaries for the years
ended June 30, 2000,1999 and 1998, as audited by Arthur Anderson LLP,
independent accountants to the Company and its Subsidiaries; and

	(iii)  an unaudited consolidated balance sheet of the Company
and its Subsidiaries at September 30, 2000 and unaudited consolidated
statements of income of the Company and its Subsidiaries for the quarter
ended September 30, 2000.

	 Except as set forth in the Financial Statements or in Section
3.7 of the Company Disclosure Schedules, neither the Company nor any
of its Subsidiaries has any liabilities or obligations of any nature
(whether accrued, absolute, contingent or otherwise) required by
generally accepted accounting principles applied in the United States
("U. S. GAAP") to be set forth on the balance sheets provided hereunder
that are not set forth therein.  Such Financial Statements (i) were
prepared in accordance with the books and records of the Company;
(ii) were prepared in accordance with U.S. GAAP consistently followed
as of and for the periods presented; and (iii) fairly present the
consolidated financial position of the Company and its Subsidiaries
as of the indicated dates and the consolidated results of operations
and cash flows of the Company and its Subsidiaries for the indicated
periods, in conformity with U.S. GAAP (subject, in the case of unaudited
statements, to normal, recurring audit adjustments).

     Section 3.8.  Disclosure Documents.  Each document delivered
by the Company to shareholders of the Company in connection
with the transactions contemplated by this Agreement (the "Company
Disclosure Documents") and any information supplied or to be


			      -12-


<PAGE>

supplied by the Company for inclusion in the proxy statement-
prospectus prepared in connection with the adoption of this
Agreement by the holders of Company Stock and included in the
Buyer's Form S-4 (the "Proxy Statement-Prospectus") and any
amendments or supplements thereto, at the time that the Form S-4
or any amendment or supplement thereto becomes effective under
the 1933 Act, at the time the Proxy Statement-Prospectus or any
amendment or supplement thereto is first mailed to shareholders
of the Company, and at the time such shareholders vote on the
adoption of this Agreement, will not contain any untrue
statement of a material fact or omit to state any material fact
necessary in order to make the statements made therein, in the
light of the circumstances under which they were made, not
misleading. At the time of any distribution of any Company
Disclosure Document, such Company Disclosure Document will not
contain any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements made
therein, in the light of the circumstances under which they were
made, not misleading. The representations and warranties
contained in this Section 3.8 will not apply to statements
included in or omissions from the Company Disclosure Documents
based upon information furnished to the Company by the Buyer
specifically for use therein.

     Section 3.9.  Absence of Certain Changes. Except as set forth
in Section 3.9 of the Company Disclosure Schedules, (I) since
June 30, 2000, the Company has conducted its business only in the
ordinary course consistent with past practice and there has not
been (i) any change by the Company in accounting principles or
methods except insofar as may have been required by U.S. GAAP,
(ii) any declaration, setting aside or payment of any dividend
or other distribution (whether in cash, stock or property) with
respect to Company Stock, (iii) any split, combination or
recapitalization of any Company Stock or any issuance of any
other securities in respect of, in lieu of, or in substitution
for shares of Company Stock, except for issuances of Company
Common Stock upon the exercise of Company Stock Options in
accordance with their terms, and (iii) there has not been (A) any
granting by the Company to any officer or director of the Company
of any increase in compensation, except in the ordinary course of
business consistent with prior practice, (B) any granting by the
Company to any such officer of any increase in severance or
termination payment, (C) any entry by the Company into any
employment, severance or termination agreement with any such
officer or (D) any purchase, redemption, or other acquisition
of shares of the Company's capital stock or any interest therein;
and (II) since June 30, 2000, there has not been any event,
occurrence or development of a state of circumstances or facts
which has had, or is reasonably likely to have, individually or
in the aggregate, a Material Adverse Effect on the Company, other
than any of the foregoing (i) relating to the economy or securities
markets in general, (ii) relating to the Company's industry in
general, or (iii) arising from the announcement or thereafter
the pendency of this Agreement or the transactions contemplated
by this Agreement.

			    -13-

<PAGE>
     Section 3.10.  No Undisclosed Material Liabilities. There are
no material liabilities, commitments or obligations (whether pursuant
to contracts or otherwise) of the Company or any Subsidiary of the
Company of any kind whatsoever, whether accrued, contingent, absolute,
determined, determinable or otherwise, and there is no existing
condition, situation or set of circumstances which is reasonably
likely to result in such a material liability, commitment or
obligation, including, without limitation, any fines, disciplinary
actions or other adverse actions that may be taken or reported
concerning the conduct of the Company or any of its Subsidiaries,
other than:

     (a) liabilities, commitments or obligations disclosed or
provided for in the Company Balance Sheet (including the notes
thereto);

     (b) liabilities, commitments or obligations incurred in the
ordinary course of business consistent with past practice since
June 30, 2000; and

     (c) liabilities, commitments or obligations under this
Agreement.

Any liabilities, obligations, or commitments incurred in connection
with judicial, administrative, or arbitration proceedings or claims
against the Company or any of its Subsidiaries shall not be deemed
to have been incurred in the ordinary course of business.

     Section 3.11.  Litigation; Investigations. Except as set forth
in Section 3.11 of the Company Disclosure Schedules, there is no suit,
action or legal, administrative, arbitration or other proceeding or
governmental investigation ("Action") pending or, to the Company's
Knowledge, threatened, to which the Company is, or would be, a party
or by which the Company is or would be affected, or which would impair
the ability of the Company to consummate the transactions contemplated
by this Agreement or perform its obligations under this Agreement.  For
the purposes of this Agreement, the term "Company's Knowledge" or similar
words means the conscious awareness of any executive officer of the
Company after due inquiry.

     Section 3.12.  Taxes.  (a) Except as set forth in the Company
Balance Sheet (including the notes thereto) or as set forth in
Section 3.12 of the Company Disclosure Schedules, (i) all material
Tax Returns for the Company or any Subsidiary of the Company required
to be filed with any Taxing Authority by, or with respect to, the
Company and its Subsidiaries have been filed in accordance with
all applicable laws and are true, correct and complete in all
material respects; (ii) the Company and its Subsidiaries have
timely paid all Taxes shown as due and payable on the Tax
Returns for the Company or any Subsidiary of the Company that
have been so filed; (iii) the Company and its Subsidiaries have
made adequate provision for all Taxes payable by the Company and
its Subsidiaries for which no Tax Return for the Company or any
Subsidiary of the Company has yet been filed; (iv) there is no
action, suit, proceeding, audit or claim now proposed or pending
against or with respect to the Company or any of its Subsidiaries

			       -14-

<PAGE>

in respect of any Tax; (v) neither the Company nor any of its
Subsidiaries has been a United States real property holding
corporation within the meaning of Section 897(c)(2) of the Code
during the applicable period specified in Section 897(c)(1)(A)(ii)
of the Code; (vi) neither the Company nor any of its Subsidiaries
has been at any time a member of an affiliated, consolidated,
combined or unitary group other than one of which the Company was
the common parent; (vii) all Tax Returns filed with respect to tax
years of the Company and its Subsidiaries through the tax year
ended June 30, 2000 have been examined and closed or are returns
with respect to which the applicable period for assessment under
applicable law, after giving effect to extensions or waivers, has
expired; (viii) neither the Company nor any Subsidiary has been
granted any extension or waiver of the statute of limitations period
applicable to any Tax Return, which period (after giving effect to
such extension or waiver) has not yet expired; and (ix) neither the
Company nor any Subsidiary of the Company is a party to a tax sharing
agreement, including, without limitation, any agreement with respect
to the shifting of losses or income among parties or has been a party
to a tax sharing agreement that imposes obligations of the Company or
any Subsidiary of the Company as of the date of this Agreement.

     (b) For purposes of this Agreement, "Taxes" means all United
States federal, state, local and foreign taxes, levies and other
assessments, including, without limitation, all income, sales, use,
goods and services, value added, capital, capital gains, net worth,
transfer, profits, withholding, payroll, PAYE, employer health,
unemployment insurance payments, excise, real property and personal
property taxes, and any other taxes, assessments or similar charges
in the nature of a tax, including, without limitation, interest,
additions to tax, fines and penalties, imposed by a governmental or
public body, agency, official or authority (the "Taxing Authorities").
"Tax Return" means any return, report, information return or other
document (including any related or supporting information) required
to be filed with any Taxing Authority in connection with the
determination, assessment, collection, administration or imposition
of any Taxes.

     Section 3.13.  ERISA and Labor Matters.  (a) Section 3.13(a) of
the Company Disclosure Schedules contains a list identifying each
"employee benefit plan", as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974 ("ERISA"), which is maintained,
administered or contributed to by the Company or any Subsidiary or ERISA
Affiliate of the Company and covers any employee or former employee
of the Company or any Subsidiary of the Company or in connection with
which the Company or any Subsidiary of the Company has any liability.
Such plans are referred to collectively herein as the "Employee Plans".
For purposes of this Section, "ERISA Affiliate" of the Company
means any other Person which, together with the Company, would be
treated as a single employer under Section 414 of the Code.  The only
Employee Plans which individually or collectively would constitute an
"employee pension benefit plan" as defined in Section 3(2) of ERISA (the


			      -15-



<PAGE>

"Pension Plans") is the Thermacore International, Inc. 401(k) Profit
Sharing Plan identified in the list referred to above.

     (b) Neither the Company nor any ERISA Affiliate has ever
maintained or been obligated to contribute to or had any
liability in connection with any "multiemployer plan", as defined
in Section 3(37) of ERISA, or any "defined benefit plan", as defined
in Section 3(35) of ERISA.   Nothing done or omitted to be done and
no transaction or holding of any asset under or in connection with
any Employee Plan has made or will make the Company or any Subsidiary
of the Company subject to any liability under Title I of ERISA or
Section 4975 of the Code.

     (c) Each Employee Plan that is intended to be qualified under
Section 401(a) of the Code has received a favorable determination
from the IRS that it is so qualified in form, and nothing has
occurred since the issuance of such determination letter to
adversely affect such determination.  Each Employee Plan has been
maintained in compliance with its terms and with the requirements
prescribed by any and all statutes, orders, rules and regulations,
including but not limited to ERISA, the Code, the 1933 Act and the
1934 Act, which are applicable to the Employee Plan.

     (d) Section 3.13(d) of the Company Disclosure Schedules contains
a list of each employment, severance or other similar contract, and
each arrangement, policy or plan (whether written or oral) providing
for deferred compensation, profit-sharing, bonuses, stock options,
stock purchase, stock awards, stock appreciation or other forms of
incentive compensation or post-termination insurance, compensation
or benefits that is not an Employee Plan, that is entered into,
maintained or contributed to, as the case may be, by the Company
or any Subsidiary of the Company and that covers any employee or
former employee of the Company or any of its Subsidiaries.  The
contracts, plans, policies and arrangements described above are
referred to collectively herein as the "Benefit Arrangements." Each
Benefit Arrangement has been maintained in compliance with its terms
and with the requirements prescribed by any and all statutes, orders,
rules and regulations, including ERISA, the Code, the 1933 Act and
the 1934 Act, that are applicable to such Benefit Arrangement.

     (e) No Employee Plan or Benefit Arrangement provides post-
termination health, medical or life insurance benefits, and no
agent or representative of the Company or of any Subsidiary of
the Company has made any statements that would require the Company
or any of its Subsidiaries to provide such benefits, except to the
extent required by ERISA Section 606 et seq.

     (f) There has been no amendment to, written interpretation or
announcement (whether or not written) by the Company or any Subsidiary of
the Company relating to, or change in employee participation or coverage
under, any Employee Plan or Benefit Arrangement which would increase the
expense of maintaining such Employee Plan or Benefit Arrangement above


				  -16-



<PAGE>
the level of the expense incurred in respect thereof for the fiscal
year ended on June 30, 2000 (the "Company Balance Sheet Date").

     (g)  Except as otherwise set forth in Section 3.13(g) of
the Company Disclosure Schedules, the execution of, and
performance of the transactions contemplated in, this Agreement
will not (either alone or upon the occurrence of any additional
or subsequent events) under any Employee Plan or Benefit
Arrangement result in any payment (whether of severance pay or
otherwise), acceleration, forgiveness of indebtedness, vesting,
distribution, increase in benefits or obligation to fund
benefits or result in the triggering or imposition of any
restrictions or limitations on the right of Buyer, the Company
or any Subsidiary of the Company to amend or terminate any
Employee Plan or Benefit Arrangements. Except as set forth in
Section 3.13(g) of the Company Disclosure Schedules, there is no
contract, agreement, plan or arrangement covering any employee
or former employee of the Company or any Subsidiary that,
individually or collectively, could give rise to the payment of
any amount that in connection with the performance of the
transactions contemplated by this Agreement would not be
deductible pursuant to the terms of Section 280G of the Code.

     (h) Other than routine claims for benefits, there is no
claim pending against any Employee Plan or Benefit Arrangement
nor, to the Company's Knowledge, is any such claim threatened.
There are no audits of an Employee Plan or Benefit Arrangement
pending with any governmental or regulatory agency and all
material reports and returns required to be filed with any
governmental authority or distributed to any participant in
connection with any Employee Plan or Benefit Arrangement have
been so duly filed or distributed.

     (i) The Company and each of its ERISA Affiliates have made
(or shall have made by the Merger Date) full and timely payment
of all amounts required to be contributed or paid under the
terms of each Employee Plan and Benefit Arrangement for periods
ending before the Merger Date, or if such amounts are not yet
required to be made, such amounts are reflected as an accrued
liability on the Company's Balance Sheet.

     (j) The Company Disclosure Documents include, with respect
to each Employee Plan and Benefit Arrangement, as applicable, a
copy of each plan document, including any amendments thereto, a
summary plan description and subsequent summaries of material
modifications, if any, any related funding medium documents
(including trust agreements, insurance contracts or similar
documents, together with any amendments thereto), any material
contracts (including third party administrator agreements,
record keeping agreements or similar agreements, together with
any amendments thereto), the most recent Internal Revenue
Service determination letter for the plan, the most recent
Annual Report on Form 5500 (including any Schedule Bs or any
certified financial statements filed with any such Annual
Report) and the most recent actuarial report for an Employee
Plan subject to Title IV of ERISA.

			   -17-

<PAGE>
     (k) Neither the Company nor any of its Subsidiaries is a
party to any collective bargaining agreement. There are no labor
unions voluntarily recognized or certified to represent any
bargaining unit of employees at the Company or any of its
Subsidiaries. No work stoppage, labor strike or slowdown against
the Company or any of its Subsidiaries is pending or threatened.
Neither the Company nor any of its Subsidiaries is involved in
or threatened with any labor dispute or grievance.  There is no
organizing effort or representation question at issue with respect
to any employee of the Company or any of its Subsidiaries.

     Section 3.14.  Compliance with Laws.  The Company has not
violated or failed to comply with any applicable statute, law,
ordinance, regulation, rule, judgment, decree or order of any
Governmental Authority, including, without limitation, any
applicable U.S. federal or state securities laws, except where
such violation or non-compliance will not, individually or in
the aggregate, have a Material Adverse Effect on the Company.
The Company has not received any written communication from a
Governmental Authority that alleges that it is not in compliance
with any applicable law.  Except for expenditures to maintain
routine business licenses and Taxes not yet due and payable, the
Company is not required to make, and the Company has no reasonable
expectation that it will be required to make, any expenditures to
achieve or maintain compliance with applicable law.

     Section 3.15.  Intellectual Property Rights.  (a) Set forth
in Section 3.15 of the Company Disclosure Schedules is a true and
complete list, as of the date of this Agreement (the "Scheduled
Intellectual Property"), of (i) all of the Company's and
each of its Subsidiary's foreign and domestic patents, patent
applications, invention disclosures, trademarks, service marks,
trade names (and any registrations or applications for registration
for any of the foregoing), (ii) all design right and copyright
applications and registrations, including all patents, trademarks,
copyrights and applications under which the Company or any
Subsidiary has obtained rights from others, and (iii) all material
agreements to which the Company or any Subsidiary of the Company is a
party which may concern any Intellectual Property (of which true and
complete copies of all such agreements are included in the Company
Disclosure Documents).  "Intellectual Property" shall mean all
intellectual property or other proprietary rights of every kind used
by the Company or any of its Subsidiaries in the conduct of their
business as such business is currently or proposed to be conducted,
including, without limitation, all domestic or foreign patents, patent
applications, inventions (whether or not patentable) processes,
products, technologies, discoveries, copyrightable and copyrighted
works, apparatus, trade secrets, trademarks and trademark applications
and registrations, service marks and service mark applications and
registrations, trade names, domain names, trade dress, copyright
regulations, design rights, customer list, marketing and customer
information, mask works rights, know-how, licenses, technical
information (whether confidential or otherwise), software, and
all documentation thereof.  The Company or its Subsidiaries, as
applicable, has such ownership of or such rights by license, lease
or other agreement to the Intellectual Property as are necessary

			  -18-

<PAGE>
for the operation of the business of the Company or any Subsidiary
in substantially the same manner as such business is currently or
proposed to be conducted.

     (b) Other than the Scheduled Intellectual Property, no name,
patent invention, trade secret, proprietary right, computer software,
trademark, trade name, service mark, logo, copyright, franchise,
license, sublicense, or other such right is necessary for the
operation of the business of the Company or any Subsidiary in
substantially the same manner as such business is currently or
proposed to be conducted.  Except as set forth in Section 3.15
of the Company Disclosure Schedules, (i) the Company or its
Subsidiaries, as applicable, owns, free and clear of any Liens,
the Scheduled Intellectual Property and has the exclusive right
to bring actions for the infringement thereof; (ii) the Company
or one of its Subsidiaries, as applicable, owns or has a binding,
enforceable right to use the Intellectual Property, is the owner of
record of any application, registration or grant for each item of
Intellectual Property, and has properly executed and recorded all
documents necessary to perfect its title to such Intellectual
Property; (iii) no Person or entity has asserted to the Company or
any Subsidiary of the Company (and the Company and its Subsidiaries
do not otherwise have Knowledge) that the Intellectual Property or
the research, development, business, products, services or commercial
activities of the Company or any Subsidiary of the Company infringes
upon, misappropriates or is inconsistent with the proprietary
rights of any other Person or entity, including assertions of
infringement of any domestic or foreign patent, trademark, service
mark, trade name, copyright or design right or misappropriation or
improper use or disclosure of any trade secret or know-how, (iv) to
the Knowledge of the Company and its Subsidiaries, neither the
conduct of any other Person's or entity's business, nor the nature
of any of the products it manufactures or sells or services it
provides, infringes upon or is inconsistent with any Intellectual
Property; (v) all working requirements and all maintenance fees,
annuities, and other payments which are due from or controlled by
the Company or any Subsidiary of the Company on or before the date
of this Agreement for any of the Intellectual Property, including,
without limitation, all material foreign or domestic patents, patent
applications, trademark registrations, service mark registrations,
copyright registrations and any applications for any of the preceding,
have been met or paid; (vi) to the Knowledge of the Company and its
Subsidiaries no part of the Intellectual Property has been obtained
through inequitable conduct or fraud in the United States Patent
and Trademark Office or any foreign Governmental Authority; (vii)
neither the Company nor any Subsidiary of the Company have Knowledge
of any conduct or use by the Company or any Subsidiary of the
Company that would void or invalidate or constitute misuse of, any
of the Intellectual Property; (viii) the execution, delivery and
performance of this Agreement by the Company, and the consummation
of the transactions contemplated by this Agreement will not impair
the right of Buyer or the Surviving Corporation, after the Merger
Date, to use, sell, license or dispose of, or to bring any action
for the infringement of, any Intellectual Property; (ix) there are no
material royalties, honoraria, fees or other payments payable to any
Person by reason of the ownership, use, license, sublicense, sale or
disposition of the Intellectual Property; and (x) the Company and

			      -19-
<PAGE>
its Subsidiaries, to their Knowledge, have no liability for, and,
except in the ordinary course of business, have given no
indemnification for, patent, trademark or copyright infringement
with respect to any products manufactured, used, distributed, or
sold by any of them or with respect to services rendered by them
in connection with their business.

     (c) The Company and its Subsidiaries have required all
professional and technical employees, and other employees or
contractors having access to valuable non-public information,
trade secrets and know-how of the Company or its Subsidiaries
(collectively, "Technology"), to execute agreements under which
such employees and contractors are required to convey to the
Company or its Subsidiaries, as applicable, ownership of all
inventions and developments conceived or created by them in the
course of their employment and to maintain the confidentiality
of all such Technology.  To the Knowledge of the Company and its
Subsidiaries, the Company and its Subsidiaries (i) have at all
times maintained and diligently enforced commercially reasonably
procedures to protect all confidential information and trade
secrets relating to the Technology and (ii) are not under any
contractual or other obligation to disclose any Technology to
any third party or to permit any third party to use such
Technology.  Except as set forth in Section 3.15 of the Company
Disclosure Schedules, to the Knowledge of Company and its
Subsidiaries, no third party is entitled to use the Technology
for any purpose.

     Section 3.16.  Environmental Matters.  (a) (i) Except as set
forth in Section 3.16 of the Company Disclosure Schedules, no notice,
notification, demand, request for information, citation, summons or
order has been received by the Company, no complaint has been filed
against and received by the Company, no penalty has been assessed,
and no action or review is pending before any Governmental Authority
or, to the Knowledge of the Company or any Subsidiary of the Company,
threatened by any Governmental Authority or other Person with respect
to any matters relating to the Company or any Subsidiary of the Company
and arising out of any Environmental Law or Environmental Permit; and

	  (ii) the Company and each Subsidiary of the Company are in
     compliance with all Environmental Laws and with all Environmental
     Permits, except where any noncompliance or failure to obtain or
     comply with Environmental Permits will not, individually or in the
     aggregate, have a Material Adverse Effect on the Company; and

	 (iii) neither the Company nor any Subsidiary of the Company
     has Knowledge of any liabilities of, or relating to, the Company
     or any Subsidiary of the Company of any kind whatsoever, whether
     accrued, contingent, absolute, determined, determinable or
     otherwise, arising under or relating to any Environmental Law or
     Environmental Permit.

     (b) Except as disclosed in Section 3.16 of the Company Disclosure
Schedules, there are no actions, activities, circumstances, events or
incidents, including without limitation, the release or presence of a
Hazardous Substance on any property, that are disclosed in any environmental

				 -20-

<PAGE>

assessment, investigation, study, audit, test, review or other analysis
conducted at the request of the Company or any Subsidiary of the Company
or of which the Company has Knowledge relating to the current or prior
business of the Company or any Subsidiary of the Company or any property
or facility now or previously owned, leased or operated by the Company
or any Subsidiary of the Company or any property used by the Company or
any Subsidiary of the Company for the disposal of a Hazardous Substance
which might reasonably be expected to give rise to liability under any
Environmental Laws and which have not been disclosed to Buyer in writing
as of the date hereof.

     (c) For purposes of this Section 3.16, the following terms shall
have the meanings set forth below:

	  (i) "Environmental Laws" means any federal, state, local and
     foreign law (including, without limitation, common law), treaty,
     judicial decision, regulation, rule, judgment, order, decree,
     injunction, agreement or contract with any Governmental Authority
     relating to protection of human health and safety or the
     environment or to the regulation or remediation of pollutants,
     contaminants, wastes or chemicals or toxic, radioactive, ignitable,
     corrosive, reactive or otherwise hazardous substances, wastes or
     materials as such Environmental Laws exist on the Merger Date;

	 (ii) "Environmental Permits" means all permits, licenses,
     franchises, certificates, approvals and other similar authorizations
     of Governmental Authorities relating to or required by Environmental
     Laws for the operation of the business of the Company or any
     Subsidiary of the Company as currently conducted;

	(iii) "Hazardous Substance" means any material, substance,
     chemical, raw material, product, byproduct or waste whose release
     to the environment, including remediation of such releases, is
     regulated under any Environmental Law or Environmental Permit; and

	 (iv) "Company" and "Subsidiary of the Company" shall include
     any entity which is, in whole or in part, a predecessor of the
     Company or any Subsidiary of the Company.

     Section 3.17.  Finders Fees.  Except for SG Cowen Securities
Corporation, a copy of whose engagement agreement is included in the
Company Disclosure Documents, there is no investment banker, broker,
finder or other intermediary which has been retained by or is authorized
to act on behalf of the Company or any of its Subsidiaries who might be
entitled to any fee or commission in connection with the transactions
contemplated by this Agreement.






				-21-





<PAGE>
     Section 3.18.  Title to and Condition of Properties.  (a) Except
as set forth in Section 3.18 of the Company Disclosure Schedules, the
Company and each Subsidiary owns or holds under valid leases all real
property, plants, machinery and equipment necessary for the conduct of
the business of the Company and such Subsidiary as currently conducted
and such buildings, plants, machinery and equipment are structurally
sound and in good operating condition and repair.  Except as set forth
in Section 3.18 of the Company Disclosure Schedules, there are no Liens
on any assets, rights or real or personal properties of the Company or
any Subsidiary.

     (b)  Section 3.18(a) of the Company Disclosure Schedules sets forth
a true and complete list of all real property used by the Company or any
of its Subsidiaries in the conduct of its business, indicates whether
such real property is owned or leased by the Company, and, if leased,
sets forth the material terms of the lease under which such real property
is leased (true and complete copies of which leases have been included in
the Company Disclosure Documents).   The Company has good and marketable
title to all real property listed as owned by the Company in Section
3.18(a) of the Company Disclosure Schedules and has a valid right to
use or a valid leasehold interest in all real property listed as leased.
All material certificates, licenses and permits required for the lawful
use and occupancy of any real property by the Company or any of its
Subsidiaries have been obtained and are in full force and effect.

     (c) Section 3.18(b) contains a list of all capitalized fixed
assets used in the conduct of the business of the Company or any of its
Subsidiaries having an original cost in excess of $250,000.

     Section 3.19.  Contracts.  Section 3.19 of the Company Disclosure
Schedules lists all written or oral contracts, agreements, guarantees,
leases and executory commitments (each a "Contract") to which the
Company or any Subsidiary is a party as of the date of this Agreement
and which fall within any of the following categories (of which true
and complete copies have been included in the Company Disclosure
Documents):  (a) contracts not entered into in the ordinary course of
the Company's or any of its Subsidiaries' business that involve aggregate
expenditures or receipts in excess of $100,000; (b) joint venture,
partnership and like agreements; (c) Contracts which are service contracts
(excluding contracts for delivery services entered into in the ordinary
course of business) or equipment leases involving payments by the
Company or any Subsidiary of more than $100,000 per year, (d) Contracts
containing covenants purporting to limit the freedom of the Company
or any Subsidiary of the Company to compete in any line of business in
any geographic area or to hire any individual or group of individuals,
(e) Contracts which contain minimum purchase conditions or requirements
or other terms that restrict or limit the purchasing relationships of
the Company or any Subsidiary of the Company, (f) Contracts relating
to any outstanding commitment for capital expenditures of the Company
or any Subsidiary of the Company in excess of $100,000, (g) indentures,
mortgages, promissory notes, loan agreements, guarantees, in each
case involving amounts in excess of $250,000, letters of credit or other
agreements or instruments of the Company or any Subsidiary of the Company


				   -22-



<PAGE>

or commitments for the borrowing or the lending of amounts, in each
case in excess of $250,000, by the Company or any Subsidiary of the
Company or providing for the creation of any charge, security
interest, encumbrance or lien upon any of the assets of the
Company or any Subsidiary of the Company, (h) Contracts relating to
the lease or sublease of, or sale or purchase of, real or personal
property involving any annual expense or price in excess of $100,000
and not cancelable by the Company or any Subsidiary (without premium
or penalty) within one month and (i) Contracts involving annual
revenues to or expenditures by the Company or any Subsidiary of
the Company in excess of  2% of the consolidated annual revenues
of the Company and its Subsidiaries.  All such Contracts are valid
and binding obligations of the Company and its Subsidiaries, as
applicable, and, to the Knowledge of the Company, valid and binding
obligations of each other party thereto.  None of the Company, any
Subsidiary of the Company nor, to the Knowledge of the Company, any
other party thereto is in violation of or in default in respect of,
nor has there occurred any event or condition which with the passage
of time or giving of notice (or both) would constitute a default
under, any such Contract.

     Section 3.20.  Accounts Receivable.  All accounts receivable
and accrued interest receivable of the Company and its Subsidiaries
have arisen out of bona fide transactions in the ordinary course of
business and the accounts receivable reserves reflected on the most
recent balance sheet included in the Company Financial Statements are,
as of the date of such balance sheet, established in accordance with
U.S. GAAP. To the Knowledge of the Company, all accounts receivable
and accrued interest receivable of the Company and its Subsidiaries
will be collectible in the aggregate within a commercially reasonable
time, in an amount not less than the amounts carried on the most recent
balance sheet included in the Financial Statements, net of any reserves
included therein.  No obligor under any of the Accounts Receivable has
any right of set-off against any of the Accounts Receivable under any
contract with the Company or any of its Subsidiaries.

     Section 3.21.  Relationships with Customers and Suppliers.  As
of the date of this Agreement, to the Company's Knowledge, the
relationship of the Company and its Subsidiaries with its respective
customers and suppliers are satisfactory.  Section 3.21 of the Company
Disclosure Schedules contains a list of the names and addresses of
the ten largest customers and the ten largest suppliers (measured
by the dollar volume of purchases or sales in each case) of the
Company and its Subsidiaries during each of the years ended June 30,
2000 and June 30, 1999 and the period from July 1, 2000 through
September 30, 2000.  There exists no actual or, to the Knowledge of
the Company, threatened termination, cancellation, or material adverse
change in, the business relationship of the Company or any of its
Subsidiaries with any customer or group of customers listed in
Section 3.21 of the Company Disclosure Schedules or whose purchases
individually or in the aggregate are material to the operations
of the Company and its Subsidiaries, or with any supplier
or group of suppliers listed in Section 3.21 of the Company


				-23-


<PAGE>

Disclosure Schedules or whose sales individually or in the
aggregate are material to the operations of the Company and its
Subsidiaries

     Section 3.22.  Product Warranties and Liabilities.  (a) Section
3.22 of the Company Disclosure Schedules contains a list of each
Contract containing an express warranty given by the Company or any
of its Subsidiaries prior to the date of this Agreement covering any
class or group of products sold or distributed by the Company or any
of its Subsidiaries and in effect as of the date of this Agreement
(of which true and complete copies of any written warranties and/or
Contracts have been included in the Company Disclosure Documents).
The reserve for liabilities with respect to warranty claims contained
in the Company Balance Sheet fairly reflects in all material respects
the amount required in accordance with U.S. GAAP to be shown thereon
as of the Company Balance Sheet Date, and the reserve for such
liabilities to be contained in the books and records of the Company
and its Subsidiaries on the Merger Date will fairly reflect in all
material respects the amount required in accordance with U.S. GAAP
to be shown thereon as of the Merger Date.

     (b)  Neither the Company nor any Subsidiary of the Company has
incurred, nor does the Company know or have any reason to believe
that there is any basis for alleging, any material liability, damage,
loss, cost or expense as a result of any defect or other deficiency
(whether of design, materials, workmanship, labeling instructions or
otherwise) ("Product Liability") with respect to any product sold or
services rendered by or on behalf of the Company or any Subsidiary of
the Company whether such Product Liability is incurred by reason of
any express or implied warranty (including, without limitation, any
warranty of merchantability or fitness), any doctrine of common law
(tort, contract or other), any statutory provision or otherwise and
irrespective of whether such Product Liability is covered by insurance.

     Section 3.23.  Affiliate Transactions.  Except as set forth in
Section 3.23 of the Company Disclosure Schedules, there are no
contracts or other transactions between the Company or any Subsidiary
of the Company, on the one hand, and any (i) officer or director of
the Company or any Subsidiary of the Company, (ii) record or beneficial
owner of five percent (5%) or more of the voting securities of the
Company or (iii) affiliate (as such term is defined in Regulation 12b-2
promulgated under the Exchange Act) of any such officer, director or
beneficial owner, on the other hand.

     Section 3.24.  Insurance  The Company and its Subsidiaries
are presently insured, and during this and each of the past five
calendar years have been insured against such risks as companies
engaged in a similar business would, in accordance with good
business practice, customarily be insured.  Section 3.24 of the
Company Disclosure Schedules contains a list and brief description
(including type of coverage, limits, deductibles, carriers and
effective and termination dates) of all policies of insurance
maintained by the Company or any of its Subsidiaries since January 1,
1998 (of which true and complete copies of those policies have


			    -24-

<PAGE>

been included in the Company Disclosure Documents).  The Company or
one or more of its Subsidiaries are named insureds or are otherwise
covered under each such policy, and each such policy is in full force
and effect and will not in any way be affected by or terminate or
lapse by reason of the transactions contemplated by this Agreement.

     Section 3.25.  Pooling of Interests Treatment.  The Company has
disclosed to its independent public accountants all actions taken by
it or by any of its Subsidiaries that would impact the accounting of
the business combination to be effected by the Merger as a pooling of
interests.  To the Knowledge of the Company and its Subsidiaries,
neither the Company nor its Subsidiaries has taken or agreed to take
any action, or knows of any reason arising out of the conduct of the
Company or any of its Subsidiaries, that would prevent the Buyer from
accounting for the business combination to be effected by the Merger
as a pooling-of-interests.  Without limitation of the foregoing,
since June 30, 1998 (i) the Company has been autonomous and not a
subsidiary or division of another company or part of an acquisition
which was later rescinded, (ii) there has not been any sale or
spin-off of a significant amount of assets of the Company or any
affiliate of the Company other than in the ordinary course of
business, (iii) the Company has not acquired any of its capital
stock, and (iv) any and all changes in the voting capital structure
and the relative ownership of the Company Securities are set forth
in Section 3.25 of the Company Disclosure Schedules and none of such
changes, if any, have been made in contemplation of a business
combination.  The Company does not own and has not owned any of the
outstanding shares of Buyer Common Stock.  The Company has not issued
any of its capital stock pursuant to awards, grants or bonuses (other
than pursuant to options that were granted to key employees during
the past two years in the ordinary course of Company's business
pursuant to a pre-existing option plan and prior to any contemplated
business combination).  The Company has not incurred and repaid any
indebtedness owed to any shareholder of the Company (other than debt
incurred in the ordinary course and on terms and conditions consistent
with the past practices of Company).  The Company does not lease any
real estate from any shareholder of the Company or affiliates of the
Company.

     Section 3.26.  Inventories.  The inventories of the Company and
its Subsidiaries (including raw materials, supplies, work-in-progress,
finished goods and other materials) net of applicable reserves, taken
as a whole, are in merchantable condition in all material respects and
are reflected in all material respects in the books and records of the
Company and its Subsidiaries at the lower of average cost or market
value.

     Section 3.27.  No Guaranties; Extensions of Credit.  No obligations
of the Company or any of its Subsidiaries are guaranteed by or subject
to a similar contingent obligation of any other Person, nor has the
Company or any Subsidiary of the Company guaranteed or become subject
to a similar contingent obligation in respect of the obligations or
liabilities of , or extended credit to, any Person other than the
Company or a Subsidiary of the Company.

				  -25-


<PAGE>

     Section 3.28.  Relationships with Sales Representatives.  The
Company Disclosure Documents contain a true and complete copy of
the standard forms of agreement entered into by the Company in the
United States and Europe with its sales representatives (the "Sales
Representative Agreement"), and Section 3.28 of the Company
Disclosure Schedules contains a list of those persons or entities
that are currently parties to such agreements with the Company (the
"Company Sales Representatives"). The Sales Representative Agreements
entered into between the Company and the Company Sales Representatives
do not differ, in any material respect, from the forms of Sales
Representative Agreement included in the Company Disclosure Documents.
No Company Sales Representative has provided the Company with notice
of such Company Sales Representative's intent to terminate a Sales
Representative Agreement with the Company and, to the Knowledge of
the Company, there has been no threatened termination by or, since
the Balance Sheet Date, any adverse change in the business relationship
between the Company and any Company Sales Representative. Neither the
Company nor any Company Sales Representative is in default under any
Sales Representative Agreement.  Except as set forth in Section 3.28
to the Company Disclosure Schedules, no Company Sales Representative
will have the right to terminate such Company Sales Representative's
Sales Representative Agreement with the Company as a result of the
consummation of the transactions contemplated by this Agreement.

     Section 3.29.  Permits.  The Company and each of its Subsidiaries
possesses all material governmental franchises, permits, licenses,
certificates, variances, approvals and other material authorizations
necessary to own or lease and operate their properties and to conduct
their businesses as now conducted (collectively, the "Permits"),
including but not limited to environmental Permits.  All Permits are
set forth in Section 3.29 of the Company Disclosure Schedules, except
for such Permits which would be readily obtainable by any qualified
applicant without undue burden in the event of any lapse, termination,
cancellation or forfeiture.  All Permits are in full force and effect,
and no consent, approval or act of, or the making of any filing with,
any Governmental Authority or other party will be required to be
obtained or made by the Company or any Subsidiary in respect of any
Permit as a result of the consummation of the Merger and the other
transactions contemplated by this Agreement.  Neither the Company nor
any of its Subsidiaries is in default in any material respect under
the terms of any such Permit or has received notice of any material
default thereunder.

     Section 3.30.  Relationships with Joint Venture Partners. Except as
set forth in Section 3.30 of the Company Disclosure Schedules, no party
to any joint venture agreement with the Company, including without
limitation the Joint Venture Agreement, dated January 17, 1998, between the
Company and John Yang and the Joint Venture Agreement, dated July 23, 1998,
between the Company and Young Lee, has obtained, or has alleged that he has
obtained, any rights under such agreement to any of the Intellectual
Property.   Except as set forth in Section 3.30, no party to any joint
venture is using, or has permitted any other person to use, any of the


				  -26-



<PAGE>

Intellectual Property in a manner which infringes upon the Intellectual
Property or may otherwise impair the Company's rights to such Intellectual
Property.


			       ARTICLE 4

		 REPRESENTATIONS AND WARRANTIES OF BUYER

     Except as set forth in the disclosure schedule of Buyer
attached hereto (the "Buyer Disclosure Schedules"), Buyer represents
and warrants to the Company that:

     Section 4.1.  Corporate Existence and Power.  (a) Buyer
is a corporation duly incorporated, validly existing and in good
standing under the laws of its jurisdiction of incorporation, and
has all corporate powers required to carry on its business as it
is now being conducted and is duly qualified to do business as a
foreign corporation and is in good standing in each jurisdiction
where the character of the property owned or leased by it or the
nature of its activities makes such qualification necessary, except
for those jurisdictions where the failure to be so qualified or in
good standing is not, individually or in the aggregate, reasonably
likely to have a Material Adverse Effect on Buyer.  Buyer has
heretofore delivered to the Company true and complete copies of
Buyer's certificate of incorporation and by-laws as currently in
effect.

     (b) Merger Sub will be a corporation duly incorporated,
validly existing and in good standing under the laws of the
Commonwealth of Pennsylvania, and have all corporate powers
required to carry on its business as it is conducted prior to
the Merger.  From its date of incorporation to the Merger Date,
Merger Sub will not engage in any activities other than in
connection with the transactions contemplated by this Agreement.

     Section 4.2.  Corporate Authorization.  The execution,
delivery and performance by Buyer of this Agreement and the
consummation by each of Buyer and Merger Sub (each, a "Buyer Party")
of the transactions contemplated by this Agreement are, or in the
case of Merger Sub, will be within the corporate powers of such
Buyer Party and have been, or in the case of Merger Sub, will be,
prior to the Merger duly authorized by all necessary corporate
action. This Agreement has been duly executed and delivered by
Buyer and constitutes a valid and binding agreement of Buyer
enforceable against Buyer in accordance with its terms.

     Section 4.3.  Governmental Authorization.  The execution,
delivery and performance by Buyer of this Agreement and the
consummation by each Buyer Party of the transactions contemplated
by this Agreement require no action by or in respect of, or filing
with, any Governmental Authority other than (a) the filing of the
Articles of Merger in accordance with the Pennsylvania Law;
(b) compliance with any applicable requirements of the HSR Act;


			  -27-

<PAGE>

(c) compliance with any applicable requirements of the 1934 Act;
(d) compliance with any applicable requirements of the 1933 Act;
(e) compliance with any applicable foreign or state securities or
Blue Sky laws; (f) filings and notices not required to be made or
given until on or after the Merger Date; and (g) immaterial actions
or filings relating to ordinary operational matters.

     Section 4.4.  Non-Contravention.  The execution, delivery and
performance by each Buyer Party of this Agreement and the consummation
by such Buyer Party of the transactions contemplated by this Agreement
do not, in the case of Buyer, and will not, in the case of both Buyer
and Merger Sub (a) contravene or conflict with the Articles of
Incorporation or bylaws of such Buyer Party, (b) assuming compliance
with the matters referred to in Section 4.3, contravene or conflict
with or constitute a violation of any provision of any law, regulation,
judgment, injunction, order or decree binding upon or applicable to
Buyer or any Subsidiary of Buyer, (c) constitute a default (or an
event which with notice, the lapse of time or both would become a
default) under or give rise to a right of termination, cancellation
or acceleration of any right or obligation of Buyer or any Subsidiary
of Buyer or to a loss of any benefit to which Buyer or any Subsidiary
of Buyer is entitled under any provision of any agreement, contract
or other instrument binding upon Buyer or any Subsidiary of Buyer or
any license, franchise, permit or other similar authorization held
by Buyer or any Subsidiary of Buyer,  (d) except for the approval
of the Board of Directors of Merger Sub and of the Buyer as sole
shareholder of Merger Sub, both of which approvals will have been
obtained prior to the Merger and which the Buyer shall cause to
occur, require any action or consent or approval of any Person
other than a Governmental Authority, or (e) result in the creation
or imposition of any Lien on any asset of Buyer or any Subsidiary
of Buyer, other than, in the case of the events specified in
clauses (b), (c), (d) and (e) (other than indebtedness of Buyer or
any Subsidiary of Buyer), any such event which, individually or in
the aggregate, has not had, and is not reasonably likely to have,
a Material Adverse Effect on Buyer.

     Section 4.5.  SEC Filings.  The Buyer has delivered to
Company (i) the Buyer's Annual Report on Form 10-K for the fiscal
year ended March 31, 2000 (the "Buyer 10-K"); (ii) its Quarterly
Reports on Form 10-Q for its fiscal quarters ended June 26, 2000
and September 26, 2000 and filed with the SEC (the "Buyer 10-Qs");
(iii) its proxy or information statements relating to meetings of,
or actions taken without a meeting by, the stockholders of the
Company held since March 31, 2000 and (iv) all of its other reports,
statements, schedules and registration statements filed with
the SEC since April 1, 1998 and through the date of this Agreement.
The Buyer has timely filed all required reports, schedules, forms,
statements and other documents with the SEC since April 1, 1998
(collectively, the "Buyer SEC Documents").  As of their respective
dates, or if amended, as of the date of the last such amendment,
the Buyer SEC Documents complied, and all documents required to be
filed by the Buyer with the SEC after the date hereof and prior
to the Merger Date (the "Subsequent Buyer SEC Documents") will

				-28-


<PAGE>
comply, in all material respects with the requirements of the
1933 Act or the 1934 Act, as the case may be, and the applicable
rules and regulations promulgated thereunder, and none of the
Buyer SEC Documents contained, and the Subsequent Buyer SEC
Documents when filed will not contain, any untrue statement
of a material fact or omit to state any material fact necessary
in order to make the statements made therein, in the light of
the circumstances under which they were made, not misleading.

     Section 4.6.  Financial Statements.  The audited consolidated
financial statements and unaudited consolidated interim financial
statements of the Buyer included in the Buyer SEC Documents at the
time such Buyer SEC Documents were filed with the SEC complied as
to form in all material respects with applicable accounting
requirements and with the published rules and regulations of the
SEC with respect thereto, were prepared in accordance with U.S.
GAAP applied on a consistent basis during the periods involved
(except as may be indicated in the notes thereto or, in the case
of the unaudited statements, as permitted by Form 10-Q of the SEC),
and fairly present (subject in the case of unaudited statements to
normal, recurring audit adjustments) the consolidated financial
position of the Buyer as at the dates thereof and the consolidated
results of its operations and cash flows for the periods then
ended.  For purposes of this Agreement, "Buyer Balance Sheet" means
the consolidated balance sheet of the Buyer as of March 31, 2000 set
forth in the Buyer 10-K and "Buyer Balance Sheet Date" means March 31,
2000.

     Section 4.7.  Disclosure Documents.  Each document required to
be filed by Buyer with the SEC in connection with the transactions
contemplated by this Agreement (the "Buyer SEC Disclosure Documents"),
including, without limitation, the registration statement of Buyer to
be filed with the SEC on Form S-4 (or other appropriate form) in
connection with the issuance of Buyer Common Stock pursuant to this
Agreement (the "Form S-4") and any amendments or supplements thereto,
will, when filed, comply as to form in all material respects with the
applicable requirements of the 1933 Act.  Buyer is eligible to use
Form S-4 for the registration of the Buyer Common Stock to be issued
pursuant to the Merger.  Each document required to be filed by Buyer
under the United States securities laws in connection with the
transactions contemplated by this Agreement (together with the Buyer
SEC Disclosure Documents, the "Buyer Disclosure Documents"), will,
when filed, comply as to form in all material respects with the
applicable requirements of the United States securities laws, as
applicable.

     The Form S-4, at the time that it becomes effective, and the
Proxy Statement-Prospectus which forms a part of the Form S-4 or
any amendment or supplement thereto, at the time it is first mailed
to shareholders of the Company, and at the time such shareholders
vote on the Merger, will not contain any untrue statement of a
material fact or omit to state any material fact necessary in order
to make the statements made therein, in light of the circumstances
under which they were made, not misleading.  At the time of the
filing of any Buyer Disclosure Document and at the time of any
distribution thereof, such Buyer Disclosure Document will not

			  -29-

<PAGE>

contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements made therein,
in the light of the circumstances under which they were made, not
misleading. The representations and warranties contained in this
Section 4.7 will not apply to statements included in or omissions
from the Buyer Disclosure Documents, including but not limited to
the Proxy Statement-Prospectus, based upon information furnished to
Buyer by the Company specifically for use therein.

     Section 4.8.  Absence of Certain Changes.  Since the Buyer
Balance Sheet Date and except as set forth in the Buyer SEC Documents,
Buyer and its Subsidiaries have conducted their business in the
ordinary course consistent with past practice and there has not been
any event, occurrence or development of a state of circumstances or
facts which has had or is reasonably likely to have, individually or
in the aggregate, a Material Adverse Effect on Buyer other than any of
the foregoing (i) relating to the economy or securities markets in
general, (ii) relating to Buyer's industry in general or (iii) arising
from the announcement or thereafter the pendency of this Agreement or
the transactions contemplated by this Agreement.

     Section 4.9.  No Undisclosed Material Liabilities.  There are
no liabilities, commitments or obligations (whether pursuant to
contracts or otherwise) of Buyer or any Subsidiary of Buyer of any
kind whatsoever which, individually or in the aggregate, have had
or are reasonably likely to have a Material Adverse Effect on Buyer,
whether accrued, contingent, absolute, determined, determinable or
otherwise, and there is no existing condition, situation or set of
circumstances which is reasonably likely to result in such a liability,
commitment or obligation, including, without limitation, any fines,
disciplinary actions or other adverse actions that may be taken or
reported concerning the conduct of Buyer or any of its Subsidiaries,
other than:

     (a) liabilities, commitments or obligations disclosed or provided
for in the Buyer Balance Sheet (including the notes thereto) or in the
Buyer SEC Documents;

     (b) liabilities, commitments or obligations incurred in the
ordinary course of business consistent with past practice since the
Buyer Balance Sheet Date; and

     (c) liabilities, commitments or obligations under this Agreement.

     Section 4.10.  Finders Fees. There is no investment banker,
broker, finder or other intermediary which has been retained by or
is authorized to act on behalf of the Buyer or any of its Subsidiaries
who might be entitled to any fee or commission in connection with the
transactions contemplated by this Agreement.

     Section 4.11. Permits.  The Buyer possesses all material
governmental franchises, permits, licenses, certificates, variances,
approvals and other material authorizations necessary to own or lease and
operate their properties and to conduct their businesses as now conducted

				-30-


<PAGE>
(collectively, the "Buyer Permits").  All Buyer Permits are in full
force and effect, and no consent, approval or act of, or the making
of any filing with, any Governmental Authority or other party will
be required to be obtained or made by the Buyer in respect of any
Buyer Permit as a result of the consummation of the Merger and the
other transactions contemplated by this Agreement.  The Buyer is
not in default in any material respect under the terms of any
such Buyer Permit or has received notice of any material default
thereunder.

     Section 4.12.  Pooling of Interests Treatment.  The Buyer has
disclosed to its independent public accountants all actions taken
by it that would impact the accounting of the business combination
to be effected by the Merger as a pooling of interests.  To the
Knowledge of the Buyer, the Buyer has not taken nor has agreed to
take any action, or knows of any reason arising out of the conduct
of the Buyer, that would prevent the business combination to be
effected by the Merger from being accounted for as a pooling-of-
interests.  Without limitation of the foregoing, since June 30,
1998 (i) the Buyer has been autonomous and not a subsidiary or
division of another company or part of an acquisition which was
later rescinded, (ii) there has not been any sale or spin-off of
a significant amount of assets of the Buyer or any affiliate of the
Buyer other than in the ordinary course of business, (iii) except
as set forth in Section 4.12 of the Buyer Disclosure Schedules,
the Buyer has not acquired any of its capital stock, and (iv) any
and all changes in the voting capital structure and the relative
ownership of the Buyer securities are set forth in Section 4.12
of the Buyer Disclosure Schedules and none of such changes, if
any, have been made in contemplation of a business combination.
The Buyer does not own and has not owned any of the outstanding
shares of Company Stock.  Except as set forth in Section 4.12 of
the Buyer Disclosure Schedules, the Buyer has not issued any of
its capital stock pursuant to awards, grants or bonuses (other
than pursuant to stock awards or options that were granted to key
employees during the past two years in the ordinary course of
Buyer's business pursuant to a pre-existing stock award or option
plan and prior to any contemplated business combination). The Buyer
has not incurred and repaid any indebtedness owed to any shareholder
of the Buyer (other than debt incurred in the ordinary course and on
terms and conditions consistent with the past practices of Buyer).
The Buyer does not lease any real estate from any shareholder of the
Buyer or affiliates of the Buyer.


			     ARTICLE 5

		     COVENANTS OF THE COMPANY

     The Company agrees that:

     Section 5.1.  Conduct of the Company.  From the date
hereof until the Merger Date, except (i) as expressly permitted
in this Agreement, or (ii) as otherwise consented to in writing
by Buyer (which consent shall not be unreasonably withheld or
delayed), the Company shall, and shall cause its Subsidiaries to,
conduct their business in the ordinary course consistent with past

			     -31-
<PAGE>
practice and use their commercially reasonable efforts to preserve
intact their business organizations and relationships with third
parties, including but not limited to customers, suppliers and
Company Sales Representatives, and to keep available the services of
their present officers and employees. Without limiting the
generality of the foregoing, except (i) with the written consent
of the Buyer (which consent shall not be unreasonably withheld
or delayed) or (ii) as expressly permitted in this Agreement,
from the date hereof until the Merger Date:

     (a) Neither the Company, nor any Subsidiary of the
Company, will adopt or propose any change in its respective
articles of incorporation or bylaws;

     (b) The Company will not, and will not permit any
Subsidiary of the Company to, merge or consolidate with any
other Person or, other than as provided in the Company's capital
expenditure budget (included as Section 5.1(b) of the Company
Disclosure Schedules) in the ordinary course of business,
acquire a material amount of assets of any other Person;

     (c) The Company will not, and will not permit any
Subsidiary of the Company to, declare, set aside or pay any
dividend or make any other distribution with respect to any
shares of the capital stock of the Company or any Subsidiary of
the Company or in respect of any securities convertible or
exchangeable for, or any rights, options or warrants to acquire,
any capital stock of the Company or any Subsidiary of the
Company;

     (d) The Company will not, and will not permit any
Subsidiary of the Company to create or assume any Lien on any
material asset;

     (e) The Company will not, and will not permit any
Subsidiary of the Company to, issue, grant, deliver or sell, or
authorize or propose the issuance, grant, delivery or sale of,
any Company Securities, any Company Subsidiary Securities or any
securities convertible into or exchangeable for, or any rights,
warrants or options to acquire, any Company Securities or
Company Subsidiary Securities other than pursuant to the
exercise of a Company Stock Option or the conversion of Company
Preferred Stock outstanding on the date of this Agreement;

     (f) The Company (i) will not adjust, split, combine or
reclassify, or take any other similar action with respect to,
any capital stock of the Company, and (ii) will not, and will
not permit any Subsidiary of the Company to, directly or
indirectly, repurchase, redeem or otherwise acquire an amount of
shares of capital stock of, or in respect of any securities
convertible or exchangeable for, or any rights, options or
warrants to acquire, any capital stock of, or other ownership
interests in, the Company or any Subsidiary of the Company, or
(iii) enter into any agreement, understanding or arrangement
with respect to the sale or voting of any capital stock of the
Company or any Subsidiary;

				 -32-

<PAGE>

     (g) The Company will not, and will not permit any
Subsidiary of the Company to, incur or assume any indebtedness
from any Person (other than, in the case of a Subsidiary of the
Company, the Company or any other subsidiary of the Company) for
borrowed money or guarantee any such indebtedness;

     (h) Except for (i) loans, advances or capital contributions
to or investments in Subsidiaries of the Company, (ii) loans or
advances to employees for expenses incurred in the ordinary
course of business consistent with past practice and in amounts
not exceeding $5,000 per employee or (iii) investments in
securities in the ordinary course of business consistent with
past practices, the Company will not, and will not permit any
Subsidiary of the Company to, make any material loans, advances
or capital contributions to, or investments in, any other
Person;

     (i) The Company will not, and will not permit any of its
Subsidiaries to, (i) grant any severance or termination pay to,
or enter into any employment, termination or severance
arrangement with, any director, officer, consultant or employee
of the Company or any Subsidiary of the Company; (ii) enter into
any employment, deferred compensation or other similar agreement
(or any amendment to any such existing agreement) with any
director, officer or employee of the Company or any Subsidiary;
(iii) increase or decrease benefits payable under any existing
severance or termination pay policies or employment agreements;
(iv) increase compensation, bonus or other benefits payable to
directors, officers, consultant or employees of the Company or
any Subsidiary of the Company, other than in the ordinary course
of business consistent with past practice; (v) adopt any new
Employee Plan or Benefit Arrangement; or (vi) otherwise amend or
modify, any existing Employee Plan or Benefit Arrangement except
to the extent required by applicable law;

     (j) The Company will not, and will not permit any of its
Subsidiaries to, authorize, recommend, propose or announce an
intention to adopt a plan of complete or partial liquidation or
dissolution of the Company or any Subsidiary of the Company, or
any plan of division or share exchange involving the Company or
any of its Subsidiaries;

     (k) The Company will not, and will not permit any
Subsidiary of the Company to, change any method of accounting or
any accounting principle or practice used by the Company or any
Subsidiary of the Company, except for any such change required
by reason of a change in U.S. GAAP;

     (l) Neither the Company nor any Subsidiary shall, to
the extent it may affect or relate to the Company or any
Subsidiary, make or change any Tax election, change any
annual Tax accounting period, adopt or change any method
of Tax accounting, file any amended Tax Return, enter into
any closing agreement, settle any Tax claim or assessment,
surrender any right to claim a Tax refund, consent to any
extension or waiver of the limitations period applicable to any

			    -33-
<PAGE>

Tax claim or assessment or take or omit to take any other action,
if any such action or omission would have the effect of, in the
aggregate, increasing the Tax liability, or in the aggregate,
reducing any Tax asset of the Company or any Subsidiary of the
Company except to the extent such increase or reduction is
adequately provided for, under U.S. GAAP, on the Company Balance
Sheet;

     (m) All Tax Returns not required to be filed on or before
the date hereof (i) shall be filed when due (including extensions)
in accordance with all applicable laws and (ii) as of the time of
filing, shall correctly reflect in all material respects the facts
regarding the income, business, assets, operations, activities and
status of the Company, its Subsidiaries and any other information
required to be shown therein;

     (n) Neither the Company nor any Subsidiary of the Company
shall reserve any amount for or make any payment of Taxes to any
Person or any Taxing Authority, except for such Taxes as are due
or payable or have been properly estimated in accordance with
applicable law as applied in a manner consistent with past
practice of the Company or any such Subsidiary, as the case may
be;

     (o) Neither the Company nor any of its Subsidiaries will:

	  (i) settle any Actions, whether now pending or hereafter
     made or brought, for anything other than cash damages or for
     cash in an amount in excess of $100,000;

	 (ii) modify, amend or terminate, or waive, release or
     assign any material rights or claims with respect to, any
     Contract set forth in Section 3.19 of the Company Disclosure
     Schedules, or, except to the extent required by Applicable
     Law and advised by outside counsel, any confidentiality
     agreement to which the Company or any Subsidiary of the
     Company is a party;

	(iii) incur or commit to any capital expenditures,
      obligations or liabilities in respect thereof which exceed
      or would exceed $100,000, individually, or $250,000 in the
      aggregate, other than capital expenditures related to the
      Company's on-going improvements to its facilities which do
      not exceed amounts previously disclosed by the Company to
      Buyer;

	 (iv) make any material changes or modifications to any
      pricing policy or investment policy;

	  (v) take any action that would result in the representations
      and warranties set forth in Article III being false or
      incorrect in any material respect, other than inadvertent



				  -34-


<PAGE>

actions that do not result in the representations and warranties
being unable to be true and correct in all material respects by
the Merger Date;

	 (vi) enter into any contract, lease, agreement or
     commitment not otherwise specified in this Section 5.1,
     that obligates the Company to expend an amount in excess of
     $100,000 individually;

	(vii) enter into, amend or terminate any real property
     lease or any commitment in respect thereof;

       (viii) terminate the employment or engagement of any
     employee or consultant or agent of the Company or any
     Subsidiary; or

	 (ix) pay or approve any other expense or disbursement
     in excess of $25,000 individually (except for payroll and
     related tax withholding and other expenses (including
     insurance and 401(k) contributions), Tax liabilities,
     utilities, lease payments, principal and interest payments
     on outstanding indebtedness of the Company and/or any of
     its Subsidiaries, payments to suppliers, legal fees and
     expenses and, upon closing of the Merger, investment
     banking fees and expenses).

     (p) The Company will not, and will not permit any Subsidiary of
the Company to, agree to do any of the foregoing.

The Company and its Subsidiaries will consult regularly with the
Buyer in respect of the operation of its business prior to the
Merger Date; provided, however, that the provisions of this
sentence will not be deemed to have been breached unless and
until Buyer has notified the Company in writing of such breach
and the Company and its Subsidiaries have failed to comply with
the specific terms of such notice.

     Section 5.2.  Shareholder Meeting; Proxy Materials.  (a) Subject
to Section 5.3, the Company shall cause a meeting of its shareholders
(the "Company Shareholder Meeting") to be duly called and held as
soon as reasonably practicable for the purpose of voting on the
adoption of this Agreement and, to the extent submitted to the
Company's shareholders for approval, the transactions contemplated
by this Agreement, and the Board of Directors of the Company shall
recommend adoption of this Agreement by the Company's shareholders.
The Company shall use its best efforts to obtain the necessary
approval of the adoption of this Agreement and the transactions
contemplated by this Agreement from the Company's shareholders
at the Company Shareholder Meeting.

     (b) Subject to Section 5.3, in connection with the Company
Shareholder Meeting, the Company will (i) mail to its
shareholders the Proxy Statement-Prospectus and all other proxy


			   -35-


<PAGE>
materials for such meeting, (ii) use commercially reasonable
efforts to obtain the necessary adoption by its shareholders of
this Agreement and the approval of the transactions contemplated
by this Agreement and (iii) otherwise comply with all legal
requirements applicable to such meeting.

     Section 5.3.  Other Offers.  From the date hereof until
the termination of this Agreement, the Company will not, and
will cause its Subsidiaries and the directors, officers, employees,
financial advisors and other agents or representatives of the
Company or any of its Subsidiaries not to, directly or indirectly,
take any action to solicit, initiate or encourage any Acquisition
Proposal with respect to the Company or engage in negotiations with,
or disclose any non-public information relating to the Company or
any Subsidiary of the Company or afford access to the properties,
books or records of the Company or any Subsidiary of the Company
to, any Person that has informed the Company that it is considering
making, or has made, an Acquisition Proposal with respect to the
Company, or any Person that the Company after reasonable inquiry
believes is a potential purchaser of the Company.  For the purposes
of this Agreement, "Acquisition Proposal" means any offer or proposal
for, or any indication of interest in, a merger or other business
combination or the acquisition in any manner of an equity interest
in an amount equal to or greater than 20% of the class of any equity
security then outstanding or a substantial portion of the assets of,
the Company or any Subsidiary of the Company, in each case other
than the transactions contemplated by this Agreement.  The Company
shall provide prompt written notice to the Buyer upon the receipt
of any Acquisition Proposal.

     Section 5.4.  Intellectual Property Matters. The Company shall,
and shall cause each of its Subsidiaries to, preserve their ownership
rights to the Intellectual Property free and clear of any Liens and
to use their commercially reasonable efforts to assert, contest and
prosecute any infringement of any issued foreign or domestic patent,
trademark, service mark, or copyright that forms a part of the
Intellectual Property owned by the Company or any of its Subsidiaries
or any misappropriation or disclosure of any trade secret, confidential
information or know-how that forms part of the Intellectual Property
owned by the Company or any of its Subsidiaries.

     Section 5.5.  Affiliate Letters. The Company shall provide the
Buyer with such information as may be reasonably necessary to determine
the identity of those persons who may be deemed to be "affiliates"
of the Company within the meaning of Rule 145 (or any successor rule)
of the SEC under the 1933 Act or within the meaning of Commission
Staff Accounting Bulletin No. 65 (interpreting certain requirements
for treating a business combination as a pooling of interests)
and a list of those persons whom the Company believes may be deemed
to be affiliates.  Within ten business days of  the execution of
this Agreement, the Company will obtain and deliver to the Buyer
affiliate letters, substantially in the form of Exhibit A to this
						---------
Agreement, from each of the directors and executive officers of the
Company, providing that such person will not sell, pledge, transfer or
otherwise dispose of (i) any shares of Buyer Common Stock held by such
affiliate, except to the extent and under the conditions permitted

				  -36-
<PAGE>

therein, during the period beginning 30 days prior to the Merger and
ending at the time of the Buyer's  publication of financial results
covering at least 30 days of combined operations of the Buyer and
the Company, and  (ii) any shares of Buyer Common Stock to be
received by such affiliate in  the Merger, except in compliance
with the applicable provisions of the 1933 Act.  The Company will
use its best efforts to obtain such letters within ten business
days of the date of this Agreement from the beneficial owners of
five percent or more of the outstanding shares of Company Common
Stock and from any other Persons who, in the opinion of counsel
for the Buyer, may be deemed to be affiliates within the meaning
of Rule 145 or Commission Staff Accounting Bulletin No. 65.

     Section 5.6.  Access to Information. From the date hereof
until the Merger Date, the Company will give (or cause to be
given) to the Buyer, its counsel, financial advisors, auditors
and other authorized representatives full access, during regular
business hours, to the offices, properties, employees and
consultants, books and records of the Company, will furnish
(or cause to be furnished) to the Buyer, its counsel, financial
advisors, auditors and other authorized representatives such
financial and operating data and other information as such the
Buyer may reasonably request and will instruct the employees,
counsel and financial advisors of the Company and its Subsidiaries
to cooperate with the Buyer in its investigation of the business
of the Company and its Subsidiaries; provided that no investigation
pursuant to this Section shall affect any representation or warranty
given by the Company to the Buyer hereunder.  Unless otherwise
required by applicable law, each party hereto agrees that it shall,
and it shall cause its Subsidiaries and its and their respective
officers, directors, employees, auditors and agents to, hold, in
confidence all non-public information so acquired and to use
such information solely for purposes of effecting the
transactions contemplated by this Agreement.  From the date
hereof until the Merger Date and upon prior consultation and
agreement between the Company and the Buyer, the Company will
cooperate with the efforts of the Buyer, its counsel, financial
advisors, auditors and other authorized representatives to have
reasonable access to the Company customers and suppliers.  The
information obtained pursuant to this Section shall be subject
to any confidentiality agreements or other confidentiality
obligations currently binding upon the Company or any of its
Subsidiaries; provided that the Company shall use commercially
reasonable efforts to obtain any waivers under such agreements
or obligations to permit the Company to comply with its
obligations hereunder.


			   ARTICLE 6

		      COVENANTS OF BUYER

     Buyer agrees that:


			      -37-


<PAGE>

     Section 6.1.  Conduct of Buyer.  From the date hereof until
the Merger Date, Buyer shall, and shall cause its Subsidiaries to,
conduct their business in all material respects in the ordinary
course consistent with past practice and use their commercially
reasonable efforts to preserve intact their business organizations
and relationships with third parties and to keep available the
services of their present officers and employees. Without limiting
the generality of the foregoing, except as expressly permitted in
this Agreement, from the date hereof until the Merger Date, Buyer
will not adopt or propose any change in either its certificate
of incorporation or bylaws that would materially and adversely
affect the rights of holders of Company Stock as anticipated
holders of Buyer Common Stock.

     Section 6.2.  Departments.  Buyer shall, and cause its
Subsidiaries to, maintain the Sales and Marketing, Engineering
and Technology departments of the electronic cooling business unit
of the Surviving Corporation in Lancaster, Pennsylvania until the
second anniversary of the Merger Date.

     Section 6.3.  Registration Statement.  The Buyer shall (i)
promptly prepare and file with the SEC the Form S-4 with respect to
the Buyer Common Stock issuable in connection with the Merger and
shall use its reasonable best efforts to cause the Form S-4 to be
declared effective by the SEC as soon as practicable; (ii) take
any action required to be taken under applicable Blue Sky laws in
connection with such issuance of Buyer Common Stock or pursuant to
any Adjusted Option; and (iii) within seventy-five (75) days of the
Merger Date, promptly prepare and file with the SEC a report on Form
8-K , 10-K or 10-Q, which publicizes financial results covering at
least 30 days of combined operations of the Buyer and the Company.

     Section 6.4.  Listing on Nasdaq.  The Buyer shall take all
action necessary to ensure that the shares of Buyer Common Stock
issuable in the Merger or upon the exercise of the Adjusted Options
have been approved for listing on the The Nasdaq Stock Market's
National Market on or before the Merger Date; subject to official
notice of issuance.

     Section 6.5.  Organizational Structure.  Effective as of the
Merger Date and for a period of not less than two (2) years
thereafter, the management of the Company shall report directly
to most senior executive of the Buyer responsible for the
Buyer's operations or to such other senior executive with
comparable responsibilities as may be designated by the chief
executive officer of the Buyer.

     Section 6.6.  Board of Directors.  On the Merger Date
and for a period of not less than two (2) years thereafter,
the Buyer shall cause the Company's Board of Directors
to consist of seven (7) members.  During such two year period,
four (4) members of the Board of Directors shall be appointed
by the Buyer, which members shall initially be Donald Johnson,
David Rayburn, Ronald Hoover and a person to be designated by
Buyer, and three (3) members shall be appointed by the Seller's
representative, who shall be John Ryan.  The Company's Board of

			    -38-
<PAGE>

Directors shall meet not less than quarterly.  The expenses of
the members of the Company's Board of Directors shall be paid
by the Company.


			   ARTICLE 7

		 COVENANTS OF BUYER AND THE COMPANY

     Section 7.1.  Commercially Reasonable Efforts. (a) Subject to
the terms and conditions of this Agreement, each party will use its
commercially reasonable efforts to take, or cause to be taken, all
actions and to do, or cause to be done, all things necessary, proper
or advisable under applicable laws and regulations to consummate the
Merger and the other transactions contemplated by this Agreement.

     (b) Neither Buyer nor the Company shall take any action,
or omit to take any action, that would cause its representations
and warranties contained herein to be inaccurate such that the
conditions in Article 8 would not be satisfied.

     Section 7.2.  Cooperation.  Without limiting the generality of
Section 7.1(a), Buyer and the Company shall together, or pursuant to
an allocation of responsibility to be agreed between them, coordinate
and cooperate (i) in connection with the preparation of the Company
Disclosure Documents and the Buyer Disclosure Documents, (ii) in
determining whether any action by or in respect of, or filing with,
any Governmental Authority is required, or any actions, consents,
approvals or waivers are required to be obtained from parties to any
material contracts, in connection with the consummation of the Merger
or the other transactions contemplated by this Agreement, and (iii) in
seeking any such actions, consents, approvals or waivers or making any
such filings, furnishing information required in connection therewith
or with the Company Disclosure Documents and the Buyer Disclosure
Documents, and timely seeking to obtain any such actions, consents,
approvals or waivers.  Subject to the terms and conditions of this
Agreement, Buyer and the Company will each use its reasonable best
efforts to have the Form S-4 declared effective by the SEC under the
1933 Act as promptly as practicable after the Form S-4 is filed with
the SEC.

     Section 7.3.  Public Announcements.  Upon execution of this
Agreement, the Buyer and the Company will each issue a press release,
each in form satisfactory to the other party, announcing the transactions
contemplated by this Agreement.  The Buyer and the Company will consult
with each other before issuing any other press release or making any
public statement with respect to this Agreement and the transactions
contemplated by this Agreement and, except, as may be required by
applicable law or any listing or similar agreement with any securities
exchange on which the Buyer Common Stock is listed, will not issue any
such press release or make any such public statement prior to such
consultation.



				 -39-


<PAGE>

     Section 7.4.  Further Assurances. At and after the Merger Date,
the directors and officers of the Surviving Corporation will be
authorized to execute and deliver, in the name and on behalf of
the Company or Merger Sub, any deeds, bills of sale, assignments
or assurances and to take and do, in the name and on behalf of the
Company or Merger Sub, any other actions and things to vest, perfect
or confirm of record or otherwise in the Surviving Corporation any
and all right, title and interest in, to and under any of the rights,
properties or assets of the Company acquired or to be acquired by
the Surviving Corporation as a result of the Merger or otherwise
carry out the provisions of the Agreement, and the Company and its
officers and directors shall be deemed to have granted to the
Surviving Corporation an irrevocable power of attorney in respect
of the foregoing.

     Section 7.5.  Notices of Certain Events.  Each of the Company
and Buyer shall promptly notify the other party of:

     (a) any notice or other communication from any Person
alleging that the consent of such Person is or may be required
in connection with the transactions contemplated by this
Agreement;

     (b) any notice or other communication from any Governmental
Authority in connection with the transactions contemplated by this
Agreement;

     (c) any Actions commenced or, to its Knowledge threatened
against, relating to or involving or otherwise affecting such
party that, if pending on the date of this Agreement, would have
been required to have been disclosed pursuant to Section 3.11 or
that relate to the consummation of the transactions contemplated
by this Agreement; and

     (d) (i) the occurrence or nonoccurrence of any event the
occurrence or nonoccurrence of which would cause any
representation or warranty of such party contained in this
Agreement to be untrue or inaccurate at or prior to the Merger
Date, and (ii) any material failure of such party to comply with
or satisfy any covenant, condition or agreement to be complied
with or satisfied by it hereunder; provided, however, that the
delivery of any notice pursuant to this Section 7.5(d) shall not
limit or otherwise affect the remedies available hereunder to
either Buyer or the Company, as applicable.

     Section 7.6.  Director and Officer Liability. (a) From and
after the Merger Date, the Buyer shall cause the Surviving
Corporation to indemnify, defend and hold harmless any Person who is
on the date hereof, or has been at any time prior to the date hereof,
or who becomes prior to the Merger Date, an officer, director, or
employee or agent (the "Indemnified Party") of the Company or any
of its Subsidiaries against all losses, claims, damages, liabilities,
costs and expenses (including attorney's fees and expenses), judgments,
fines, losses, and amounts paid in settlement in connection with any
actual or threatened action, suit, claim, proceeding or

			     -40-

<PAGE>

investigation (each a "Claim") to the extent that any such Claim
is based on, or arises out of, (i) the fact that such Person is or
was a director, officer, employee or agent of the Company or any
of its Subsidiaries at any time prior to the Merger Date or is or
was serving at the request of the Company or any of its Subsidiaries
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise at any time
prior to the Merger Date, or (ii) this Agreement or any of the
transactions contemplated hereby or thereby in each case to the
extent that any such Claim pertains to any matter or fact arising,
existing, or occurring prior to or at the Merger Date, regardless
of whether such Claim is asserted or claimed prior to, at or after
the Merger Date (the matters described in clauses (i) and (ii) the
"Pre-Merger Matters") to the fullest extent that such Person is
indemnified under the Company's articles of incorporation and
by-laws in effect as of the date hereof, including provisions
relating to advancement of expenses incurred in the defense of
any action or suit; provided that such indemnification shall be
subject to any limitation imposed from time to time under
applicable laws.  Buyer and the Surviving Corporation shall also
honor the indemnification agreements between the Company or any
of its Subsidiaries, as the case may be, and any current or
former officer or director of the Company or any such Subsidiary,
as the case may be, existing on the date of this Agreement and
which are listed in Section 7.6 of the Company Disclosure Schedules
(complete and accurate forms of which have been provided to Buyer).

     (b) Buyer and the Surviving Corporation agree that all rights
to indemnification and all limitations or exculpation of liabilities
existing in favor of the Indemnified Party as provided in the
Company's articles of incorporation and by-laws as in effect as of
the date hereof shall continue in full force and effect with respect
to Pre-Merger Matters, without any amendment thereto, for a period of
three years from the Merger Date to the extent such rights are
consistent with Pennsylvania Law; provided that, in the event any
Claim or Claims with respect to any such Pre-Merger Matters are
asserted or made within such three year period, all rights to
indemnification in respect of any such Claim or Claims shall continue
until disposition of any and all such Claims; provided however, that
any determination required to be made with respect to whether an
Indemnified Party's conduct complies with the standards set forth
under Pennsylvania Law, the Company's articles of incorporation or
by-laws or such agreements, as the case may be, shall be made by
independent legal counsel selected by the Indemnified Party and
reasonably acceptable to Buyer, retained at Buyer's expense; and
provided further, that nothing in this Section 7.6 shall impair
any rights or obligations of any present or former directors or
officers of the Company.

     (c) Buyer or the Surviving Corporation shall provide directors
and officers of the Company officers' and directors' liability
insurance coverage as of the Merger Date ("D&O Insurance") with
respect to Pre-Merger Matters for a period of not less than three
years after the Merger Date which coverage will be substantially
similar to the Company's existing D&O Insurance including, without
limitation, an overall coverage amount not less than the overall

			    -41-
<PAGE>

coverage amount under the Company's existing D&O Insurance, policy,
a complete and accurate copy of which is included in Section 3.25
of the Company Disclosure Schedules.

     Section 7.7.  Governmental Authorization. Each of Buyer and
the Company shall take all actions by or in respect of, or make all
filings with, any Governmental Authority required for the execution,
delivery and performance by Buyer and the Company of this Agreement
and the consummation by Buyer and the Company of the transactions
contemplated by this Agreement, including compliance with any
requirements referred to in Section 3.3 or Section 4.3.

     Section 7.8.  Certain Corporate Matters. Buyer shall take all
necessary corporate action for the amendment to or establishment of
the Buyer Stock Option Plan contemplated by Section 1.4 hereof.

     Section 7.9.  Employment. As of the Merger Date, Buyer shall
assume the obligations of the Company to perform any and all
employment and severance agreements identified in Section 7.9 of
the Company Disclosure Schedules.

     Section 7.10.  Tax-Free Reorganization.  None of the Company,
the Buyer or any Subsidiary of the Company or the Buyer shall take
any action, or omit to take any action, which action or omission
would cause the Merger not to qualify as a reorganization under
Section 368(a) of the Code.

     Section 7.11.  Pooling.  (a)  From and after the date hereof
and until the expiration of the Restricted Period, none of Company
or the Buyer shall take, or shall permit any of their respective
Subsidiaries to take, and the Company and the Buyer shall use their
respective best efforts to cause their respective affiliates not to
take, any action, or fail to take any action, that would jeopardize
the treatment of the transactions contemplated hereby as a pooling
of interests. The "Restricted Period" shall mean the period commencing
on the date hereof and terminating on the date on which at least thirty
days of combined operations are publicly announced by the Buyer in an
annual report on Form 10-K, a quarterly report on Form 10-Q, or a
current report on Form 8-K, or in such other manner as may be agreed
upon by the parties.

     (b) Without limitation of the provisions of Section 7.11(a), the
Company and the Buyer shall each use reasonable commercial efforts to
cure any inability to treat the Merger as a pooling of interests, to
the extent that such inability arises out of  transactions involving
shares of the Company's or the Buyer's capital stock and to the extent
that the Company or the Buyer is able to cure such inability.







				  -42-



<PAGE>

			       ARTICLE 8

			CONDITIONS TO THE MERGER

     Section 8.1. Conditions to the Obligations of Each Party.  The
obligations of Buyer and the Company to consummate the Merger are
subject to the satisfaction of the following conditions:

     (a) this Agreement and the transactions contemplated by this
Agreement shall have been adopted by the shareholders of the Company
in accordance with Pennsylvania Law;

     (b) any applicable waiting period under the HSR Act and any
applicable pre-merger notification or similar statutes and rules shall
have expired;

     (c) no provision of any applicable law or regulation and no
judgment, injunction, order or decree of a court of competent
jurisdiction shall prohibit the consummation of the Merger;

     (d) no Action shall be instituted by any Governmental Authority
which seeks to prevent consummation of the Merger or seeking material
damages in connection with the transactions contemplated hereby which
continues to be outstanding.

     (e) the Form S-4 shall have been declared effective under the
1933 Act and no stop order suspending the effectiveness of the Form
S-4 shall be in effect and no proceedings for such purpose shall be
pending before or threatened by the SEC;

     (f) the shares of Buyer Common Stock issuable in the Merger or
upon the exercise of the Adjusted Options shall have been approved
for listing on The Nasdaq Stock Market's National Market, subject to
official notice of issuance;

     (g) all actions by or in respect of or filings with any
Governmental Authority required to permit the consummation of the
Merger shall have been made or obtained other than any such actions
or filings, the failure of which to make or obtain shall not be
reasonably likely to have a Material Adverse Effect on Buyer or
the Company;

     (h) each party shall have received from the other party such
other closing documents, certificates and legal opinions reasonably
requested by such party to evidence the other party's compliance with
the conditions to the Merger under this Agreement; and

     (i) The Buyer's independent public accountants shall have
delivered to Buyer and the Company a letter dated the Merger Date,
stating to Buyer's and Company's reasonable satisfaction that they
concur with Buyer management that the business combination




				-43-


<PAGE>

contemplated by this Agreement qualifies for treatment for
financial purposes on a pooling of interests basis.

     Section 8.2.  Conditions to the Obligations of Buyer. The
obligations of Buyer to consummate the Merger are subject to the
satisfaction of the following further conditions:

     (a) (i)  The Company shall have performed in all material
respects all of its obligations hereunder required to be
performed by it at or prior to the Merger Date, (ii) the
representations and warranties of the Company contained in this
Agreement that are qualified as to materiality shall be true and
correct at and as of the Merger Date, as if made at and as of
the Merger Date and the representations and warranties of the
Company that are not so qualified shall be true and correct in
all material respects at and as of the Merger Date, as if made
at and as of the Merger Date, and (iii) Buyer shall have
received a certificate signed by an executive officer of the
Company to the foregoing effect;

     (b) All consents and approvals of third parties to the
transactions contemplated by this Agreement shall have been
obtained, and all notices with respect to the transactions
contemplated by this Agreement and required to be delivered
prior to the Merger Date shall have been delivered;

     (c) Holders of not more than 2% of the Company Common
Stock, on a fully diluted basis, shall have exercised, and not
withdrawn or failed to perfect, dissenters rights under the
Pennsylvania Law;

     (d) The Buyer shall have received from Schiff Hardin &
Waite, counsel to the Buyer, an opinion, dated the Merger Date,
to the effect that the Merger will constitute a "reorganization"
within the meaning of Section 368(a) of the Code, and that the
Buyer and the Company will each be a party to such
reorganization within the meaning of Section 368(b) of the Code.
The tax opinion shall be supported by one or more fact
certificates or affidavits from the Company and its
Subsidiaries, in such form and content as may reasonably be
requested by counsel to the Buyer;

     (f) At any time after the date of this Agreement, there
shall not have occurred any material adverse change to the
Company and its Subsidiaries, taken as a whole;

     (g) The Company shall have entered into employment
agreements with each of Donald M. Ernst, Jerry E. Toth, David R.
Longsderff, Lawrence Bostwick, George Meyer, and John Molony,
and such employment agreements shall be in full force and effect
on the Merger Date; and




				 -44-


<PAGE>

     (h) The License Agreement, dated January 17, 1998, between
the Company and Yeh-Chaing Technology Corporation, as amended by
the Addendum dated April 29, 1999, and the Trademark License,
dated January 17, 1998, between the Company and Yeh-Chaing
Technology Corporation, shall have been terminated in accordance
with the terms of the Agreement, dated September 29, 2000,
between the Company and Yeh-Chaing Technology Corporation.

     Section 8.3.  Conditions to the Obligations of the Company.
The obligations of the Company to consummate the Merger are
subject to the satisfaction of the following further conditions:

     (a)(i)  the Buyer shall have performed in all material
respects all of its obligations hereunder required to be
performed by it at or prior to the Merger Date, (ii) the
representations and warranties of Buyer and Merger Sub contained
in this Agreement shall be true and correct at and as of the
Merger Date, as if made at and as of the Merger Date (except to
the extent expressly made as of an earlier date, in which case
as of such date), and (iii) the Company shall have received a
certificate signed by an executive officer of Buyer to the
foregoing effect; and

     (b) The Buyer shall have received from Pepper Hamilton
LLP, counsel to the Buyer, an opinion, dated the Merger Date, to
the effect that the Merger will constitute a "reorganization"
within the meaning of Section 368(a) of the Code, that the Buyer
and the Company will each be a party to such reorganization
within the meaning of Section 368(b) of the Code, and that no
gain or loss will be recognized by the holders of Company Stock
upon the receipt of Buyer Common Stock in exchange for their
shares of Company Stock, except to the extent of any cash
received in lieu of a fractional share of Buyer Common Stock.
The tax opinion shall be supported by one or more fact
certificates or affidavits from the Buyer and its Subsidiaries,
in such form and content as may reasonably be requested by
Pepper Hamilton LLP.


			    ARTICLE 9

			   TERMINATION

     Section 9.1.  Termination.  This Agreement may be terminated
and the Merger may be abandoned at any time prior to the Merger Date
(notwithstanding any approval or adoption of this Agreement by the
stockholders of the Company or the shareholders of Buyer):

     (a) by mutual written consent of the Company and Buyer;

     (b) by either the Company or Buyer, if there shall be any law or
regulation that makes consummation of the Merger illegal or otherwise
prohibited or if any judgment, injunction, order or decree enjoining
Buyer or the Company from consummating the Merger is entered and such


				   -45-

<PAGE>

judgment, injunction, order or decree shall have become final and
non-appealable; (provided that any judgment, injunction, order or
decree other than a temporary restraining order shall be deemed to
have become final and non-appealable thirty days following the entry
thereof);

     (c) by Buyer, upon a breach of any representation, warranty,
covenant or agreement of the Company, or if any representation or
warranty of the Company shall become untrue, the effect of which is
a Material Adverse Effect on the Company, provided that in either
case such breach cannot or has not been cured within twenty (20) days
after giving notice of such breach;

     (d) by the Company, upon a breach of any representation, warranty,
covenant or agreement of Buyer, or if any representation or warranty of
Buyer shall become untrue, the effect of which is a Material Adverse
Effect on Buyer, provided that in either case such breach cannot or
has not been cured within twenty (20) days after giving notice of
such breach; or

     (e) by either of Buyer or Company, if the transaction
contemplated by this Agreement shall not have been consummated on
or before one hundred eighty (180) days from the date of this
Agreement; provided, however, that the right to terminate this
Agreement under this Section 9.1(e) shall not be available to any
party whose breach of any obligation under this Agreement has been
the cause of, or resulted in, the failure of such transaction to
occur on or before such date.

     The party desiring to terminate this Agreement pursuant to
this Section 9.1 shall give written notice of such termination
to the other party in accordance with Section 10.1.

     Section 9.2.  Effect of Termination.  If this Agreement is
terminated pursuant to Section 9.1, this Agreement shall become
void and of no effect with no liability on the part of any party
hereto, except that the agreements contained in the second
sentence of Section 5.6, this Section 9.2 and Article 10 shall
survive the termination hereof.  Notwithstanding the foregoing,
nothing in this Section 9.2 shall relieve any party to this
Agreement of liability for a breach of any representation or
warranty or other provision of this Agreement prior to termination.


			   ARTICLE 10

			  MISCELLANEOUS

     Section 10.1.  Notices. All notices, requests and other
communications to any party hereunder shall be in writing
(including telecopy or similar writing) and shall be given,





				-46-

<PAGE>

     if to either Buyer Party, to:

	     Modine Manufacturing Company
	     1500 DeKoven Avenue
	     Racine, Wisconsin    53403
	     Fax:   (262) 636-1424
	     Attention:  President

     with a copy to:

	     Modine Manufacturing Company
	     1500 DeKoven Avenue
	     Racine, Wisconsin    53403
	     Fax:   (262) 636-1424
	     Attention:  General Counsel

     and

	     Schiff Hardin & Waite
	     1101 Connecticut Avenue
	     Washington, D.C.  20036
	     Fax: (202) 778-6460
	     Attention:  Shirley M. Lukitsch, Esq.

     if to the Company, to:

	     Thermacore International, Inc.
	     780 Eden Road
	     Lancaster, PA 17601
	     Fax:  (717) 569-3258
	     Attention:      Chairman

























				      -47-

<PAGE>

     with a copy to:

	     Pepper Hamilton LLP
	     1235 Westlakes Drive, Suite 400
	     Berwyn, PA 19312
	     Fax: (610) 640-7835
	     Attention:      James D. Rosener, Esq.

or to such other address or telecopy number as such party may
hereafter specify for the purpose by notice given to the other
parties in accordance with this Section 10.1.  Each such notice,
request or other communication shall be effective (a) if given
by telecopy, when such telecopy is transmitted to the telecopy
number specified in this Section and the appropriate telecopy
confirmation is received (b) if by overnight delivery service,
with proof of delivery, the next business day or (c) if given by
any other means, when delivered at the address specified in this
Section.

     Section 10.2.  Entire Agreement; Non-Survival of Representations
and Warranties; No Third Party Beneficiaries.  (a) This Agreement and
the Confidentiality Agreement, dated August 11, 2000, between the
Buyer and the Company constitute the entire agreement among the
parties with respect to the subject matter hereof and thereof and
supersede all prior agreements, understandings and negotiations,
both written and oral, between the parties with respect to such
subject matter.  None of this Agreement or any other agreement
contemplated hereby or thereby (or any provision hereof or thereof)
is intended to confer on or give any Person other than the parties
hereto or thereto any rights or remedies (except that Section 7.6
is intended to confer rights and remedies on the respective Persons
specified therein).

     (b)  The representations and warranties contained herein
shall not survive the Merger Date.

     Section 10.3.  Amendments; No Waivers. (a)  Any provision of
this Agreement may be amended or waived prior to the Merger Date if,
and only if, such amendment or waiver is in writing and signed, in
the case of an amendment, by the Company and Buyer or, in the case
of a waiver, by the party against whom the waiver is to be effective;
provided that after the adoption of this Agreement by the shareholders
of the Company, no such amendment or waiver shall, without the further
approval of such shareholders, alter or change (A) the amount or kind
of consideration to be received in exchange for any shares of capital
stock of the Company, or (B) any of the terms or conditions of this
Agreement if such alteration or change would adversely affect the
holders of any shares of capital stock of the Company.  Notwithstanding
the foregoing, the conditions set forth in Section 8.1 may be amended
or waived only to the extent, if any, permitted under applicable law.






				     -48-

<PAGE>

     (b) No failure or delay by any party in exercising any
right, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.  The rights and remedies
herein provided shall be cumulative and not exclusive of any
rights or remedies provided by law.

     Section 10.4.  Expenses.  (a) Except as otherwise provided in
this Section, all costs and expenses incurred in connection with
this Agreement shall be paid by the party incurring such cost or
expense.

     (b) Each of Buyer and the Company shall bear and pay one-
half of the costs and expenses incurred in connection with the
filing, printing and mailing of the Form S-4 and the Company
Proxy Statement (including SEC filing fees but excluding legal
and accounting fees related thereto).

     (c) Buyer's right to receive any amounts contemplated by
this Section 10.4, and its ability to enforce the provisions of
Section 10.4 shall not be subject to approval by the
stockholders of the Company.

     Section 10.5.    Dollar Amounts.  All dollar amounts in this
Agreement refer to United States Dollars.

     Section 10.6.  Successors and Assigns.  The provisions of this
Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns; provided
that no party may assign, delegate or otherwise transfer any of its
rights or obligations under this Agreement without the consent of
the other parties hereto; provided further that Buyer may assign
its rights, but not its obligations, under this Agreement to a
wholly-owned subsidiary of Buyer.

     Section 10.7.  Governing Law.  This Agreement shall be construed
in accordance with and governed by the law of the Commonwealth of
Pennsylvania (without regard to principles of conflict of laws).

     Section 10.8.  Counterparts; Effectiveness.  This Agreement may
be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.  This Agreement shall become
effective when each party hereto shall have received counterparts
hereof signed by all of the other parties hereto.

		      [SIGNATURE PAGE FOLLOWS]








				-49-

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized
officers as of the day and year first above written.

			   MODINE MANUFACTURING COMPANY


			   By: s/Donald R. Johnson
			       ----------------------------------------
			   Name:Donald R. Johnson
				---------------------------------------
			   Title:President and Chief Executive Officer
				 --------------------------------------

			   THERMACORE INTERNATIONAL, INC.


			   By: s/L. Ronald Hoover
			      -----------------------------------------
			   Name: L. Ronald Hoover
				---------------------------------------
			   Title: CEO - Chairman
				 --------------------------------------







































				  -50-

<PAGE>

                                                             ANNEX B

           PENNSYLVANIA STATUTES AND CONSOLIDATED STATUTES
                 BUSINESS CORPORATION LAW OF 1988

      TITLE 15. CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

                 CHAPTER 19.  FUNDAMENTAL CHANGES
              SUBCHAPTER C.  MERGER, CONSOLIDATION,
                SHARE EXCHANGES AND SALE OF ASSETS

Section 1930.  Dissenters rights

(a) General rule.-If any shareholder of a domestic business corporation
that is to be a party to a merger or consolidation pursuant to a plan of
merger or consolidation objects to the plan of merger or consolidation
and complies with the provisions of Subchapter D of Chapter 15 (relating
to dissenters rights), the shareholder shall be entitled to the rights
and remedies of dissenting shareholders therein provided, if any.  See
also section 1906(c) (relating to dissenters rights upon special treatment).

(b) Plans adopted by directors only.-Except as otherwise provided
pursuant to section 1571(c) (relating to grant of optional dissenters
rights), Subchapter D of Chapter 15 shall not apply to any of the shares
of a corporation that is a party to a merger or consolidation pursuant to
section 1924(b)(1)(i) (relating to adoption by board of directors).

(c) Cross references.-See sections 1571(b) (relating to exceptions)
and 11904 (relating to de facto transaction doctrine abolished).

     CHAPTER 15. CORPORATE POWERS, DUTIES AND SAFEGUARDS
                 SUBCHAPTER D. DISSENTERS RIGHTS

Section 1571. Application and effect of Subchapter

(a) General rule.--Except as otherwise provided in subsection (b), any
shareholder of a business corporation shall have the right to dissent
from, and to obtain payment of the fair value of his shares in the
event of, any corporate action, or to otherwise obtain fair value
for his shares, where this part expressly provides that a shareholder
shall have the rights and remedies provided in this Subchapter.  See:

Section 1906(c) (relating to dissenters rights upon special treatment).

Section 1930 (relating to dissenters rights).

Section 1931(d) (relating to dissenters rights in share exchanges).

Section 1932(c) (relating to dissenters rights in asset transfers).

Section 1952(d) (relating to dissenters rights in division).

Section 1962(c) (relating to dissenters rights in conversion).

Section 2104(b) (relating to procedure).

Section 2324 (relating to corporation option where a restriction
on transfer of a security is held invalid).

<PAGE>
Section 2325(b) (relating to minimum vote requirement).

Section 2704(c) (relating to dissenters rights upon election).

Section 2705(d) (relating to dissenters rights upon renewal of election).

Section 2907(a) (relating to proceedings to terminate breach of
qualifying conditions).

Section 7104(b)(3) (relating to procedure).

(b) Exceptions.--

(1) Except as otherwise provided in paragraph (2), the holders of the
shares of any class or series of shares that, at the record date fixed
to determine the shareholders entitled to notice of and to vote at the
meeting at which a plan specified in any of section 1930, 1931(d), 1932(c)
or 1952(d) is to be voted on, are either:

 (i) listed on a national securities exchange;  or

 (ii) held of record by more than 2,000 shareholders;

shall not have the right to obtain payment of the fair value of any
such shares under this Subchapter.

(2) Paragraph (1) shall not apply to and dissenters rights shall be
available without regard to the exception provided in that
paragraph in the case of:

 (i)   Shares converted by a plan if the shares are not converted solely
       into shares of the acquiring, surviving, new or other corporation
       or solely into such shares and money in lieu of fractional shares.

 (ii)  Shares of any preferred or special class unless the articles, the
       plan or the terms of the transaction entitle all shareholders of
       the class to vote thereon and require for the adoption of the plan
       or the effectuation of the transaction the affirmative vote of a
       majority of the votes cast by all shareholders of the class.

 (iii) Shares entitled to dissenters rights under section 1906(c)
       (relating to dissenters rights upon special treatment).

(3) The shareholders of a corporation that acquires by purchase, lease,
exchange or other disposition all or substantially all of the shares,
property or assets of another corporation by the issuance of shares,
obligations or otherwise, with or without assuming the liabilities of
the other corporation and with or without the intervention of another
corporation or other person, shall not be entitled to the rights and
remedies of dissenting shareholders provided in this Subchapter
regardless of the fact, if it be the case, that the acquisition was
accomplished by the issuance of voting shares of the corporation to
be outstanding immediately after the acquisition sufficient to elect
a majority or more of the directors of the corporation.

(c)  Grant of optional dissenters rights.--The bylaws or a
resolution of the board of directors may direct that all or a part
of the shareholders shall have dissenters rights in connection with

<PAGE>
any corporate action or other transaction that would otherwise
not entitle such shareholders to dissenters rights.

(d)  Notice of dissenters rights.--Unless otherwise provided by statute,
if a proposed corporate action that would give rise to dissenters
rights under this subpart is submitted to a vote at a meeting of
shareholders, there shall be included in or enclosed with the notice
of meeting:

(1) a statement of the proposed action and a statement that the
shareholders have a right to dissent and obtain payment of the
fair value of their shares by complying with the terms of this
Subchapter; and

(2) a copy of this Subchapter.

(e)  Other statutes.--The procedures of this Subchapter shall also be
applicable to any transaction described in any statute other than this
part that makes reference to this Subchapter for the purpose of granting
dissenters rights.

(f)  Certain provisions of articles ineffective.--This Subchapter may
not be relaxed by any provision of the articles.

(g)  Cross references.--See sections 1105 (relating to restriction on
equitable relief),  1904  (relating to de facto transaction doctrine
abolished) and 2512 (relating to dissenters rights procedure).

Section 1572. Definitions

The following words and phrases when used in this Subchapter shall have
the meanings given to them in this section unless the context clearly
indicates otherwise:

"Corporation."  The issuer of the shares held or owned by the dissenter
before the corporate action or the successor by merger, consolidation,
division, conversion or otherwise of that issuer.  A plan of division
may designate which of the resulting corporations is the successor
corporation for the purposes of this Subchapter. The successor
corporation in a division shall have sole responsibility for payments
to dissenters and other liabilities under this Subchapter except as
otherwise provided in the plan of division.

"Dissenter."  A shareholder or beneficial owner who is entitled to and
does assert dissenters rights under this Subchapter and who has performed
every act required up to the time involved for the assertion of those
rights.

"Fair value."  The fair value of shares immediately before the effectuation
of the corporate action to which the dissenter objects, taking into account
all relevant factors, but excluding any appreciation or depreciation in
anticipation of the corporate action.

"Interest."  Interest from the effective date of the corporate action
until the date of payment at such rate as is fair and equitable under
all the circumstances, taking into account all relevant factors,
including the average rate currently paid by the corporation on its
principal bank loans.

<PAGE>
Section 1573. Record and beneficial holders and owners

(a) Record holders of shares.--A record holder of shares of a business
corporation may assert dissenters rights as to fewer than all of the
shares registered in his name only if he dissents with respect to all
the shares of the same class or series beneficially owned by any one
person and discloses the name and address of the person or persons
on whose behalf he dissents.  In that event, his rights shall be
determined as if the shares as to which he has dissented and his
other shares were registered in the names of different shareholders.

(b) Beneficial owners of shares.--A beneficial owner of shares of a
business corporation who is not the record holder may assert dissenters
rights with respect to shares held on his behalf and shall be treated
as a dissenting shareholder under the terms of this Subchapter if he
submits to the corporation not later than the time of the assertion
of dissenters rights a written consent of the record holder.  A
beneficial owner may not dissent with respect to some but less than
all shares of the same class or series owned by the owner, whether
or not the shares so owned by him are registered in his name.

Section 1574. Notice of intention to dissent

If the proposed corporate action is submitted to a vote at a meeting
of shareholders of a business corporation, any person who wishes to
dissent and obtain payment of the fair value of his shares must file
with the corporation, prior to the vote, a written notice of intention
to demand that he be paid the fair value for his shares if the proposed
action is effectuated, must effect no change in the beneficial ownership
of his shares from the date of such filing continuously through the
effective date of the proposed action and must refrain from voting his
shares in approval of such action.  A dissenter who fails in any respect
shall not acquire any right to payment of the fair value of his shares
under this Subchapter. Neither a proxy nor a vote against the proposed
corporate action shall constitute the written notice required by this
section.

Section 1575. Notice to demand payment

(a) General rule.--If the proposed corporate action is approved by
the required vote at a meeting of shareholders of a business
corporation, the corporation shall mail a further notice to all
dissenters who gave due notice of intention to demand payment of the
fair value of their shares and who refrained from voting in favor of
the proposed action. If the proposed corporate action is to be taken
without a vote of shareholders, the corporation shall send to all
shareholders who are entitled to dissent and demand payment of the
fair value of their shares a notice of the adoption of the plan or
other corporate action.  In either case, the notice shall:

  (1) State where and when a demand for payment must be sent and
certificates for certificated shares must be deposited in order to
obtain payment.

  (2) Inform holders of uncertificated shares to what extent
transfer of shares will be restricted from the time that demand for
payment is received.


<PAGE>
  (3) Supply a form for demanding payment that includes a request
for certification of the date on which the shareholder, or the
person on whose behalf the shareholder dissents, acquired beneficial
ownership of the shares.

  (4) Be accompanied by a copy of this Subchapter.

(b) Time for receipt of demand for payment.--The time set for
receipt of the demand and deposit of certificated shares shall be
not less than 30 days from the mailing of the notice.

Section 1576. Failure to comply with notice to demand payment, etc.

(a) Effect of failure of shareholder to act.--A shareholder who
fails to timely demand payment, or fails (in the case of
certificated shares) to timely deposit certificates, as required
by a notice pursuant to section 1575 (relating to notice to demand
payment) shall not have any right under this Subchapter to receive
payment of the fair value of his shares.

(b) Restriction on uncertificated shares.--If the shares are not
represented by certificates, the business corporation may restrict
their transfer from the time of receipt of demand for payment until
effectuation of the proposed corporate action or the release of
restrictions under the terms of section 1577(a) (relating to failure
to effectuate corporate action).

(c) Rights retained by shareholder.--The dissenter shall retain all
other rights of a shareholder until those rights are modified by
effectuation of the proposed corporate action.

Section 1577. Release of restrictions or payment for shares

(a) Failure to effectuate corporate action.--Within 60 days after
the date set for demanding payment and depositing certificates, if
the business corporation has not effectuated the proposed corporate
action, it shall return any certificates that have been deposited
and release uncertificated shares from any transfer restrictions
imposed by reason of the demand for payment.

(b) Renewal of notice to demand payment.--When uncertificated
shares have been released from transfer restrictions and deposited
certificates have been returned, the corporation may at any later
time send a new notice conforming to the requirements of section
1575 (relating to notice to demand payment), with like effect.

(c) Payment of fair value of shares.--Promptly after effectuation
of the proposed corporate action, or upon timely receipt of demand
for payment if the corporate action has already been effectuated,
the corporation shall either remit to dissenters who have made
demand and (if their shares are certificated) have deposited their
certificates the amount that the corporation estimates to be the
fair value of the shares, or give written notice that no remittance
under this section will be made.  The remittance or notice shall be
accompanied by:

  (1) The closing balance sheet and statement of income of the
issuer of the shares held or owned by the dissenter for a fiscal
year ending not more than 16 months before the date of remittance or
<PAGE>
notice together with the latest available interim financial
statements.

  (2) A statement of the corporation's estimate of the fair value of
the shares.

  (3) A notice of the right of the dissenter to demand payment or
supplemental  payment, as the case may be, accompanied by a copy of
this Subchapter.

(d) Failure to make payment.--If the corporation does not remit the
amount of its estimate of the fair value of the shares as provided
by subsection (c), it shall return any certificates that have been
deposited and release uncertificated shares from any transfer
restrictions imposed by reason of the demand for payment.  The
corporation may make a notation on any such certificate or on the
records of the corporation relating to any such uncertificated
shares that such demand has been made.  If shares with respect to
which notation has been so made shall be transferred, each new
certificate issued therefor or the records relating to any
transferred uncertificated shares shall bear a similar notation,
together with the name of the original dissenting holder or owner
of such shares.  A transferee of such shares shall not acquire by
such transfer any rights in the corporation other than those that
the original dissenter had after making demand for payment of their
fair value.

Section 1578. Estimate by dissenter of fair value of shares

(a) General rule.--If the business corporation gives notice of its
estimate of the fair value of the shares, without remitting such
amount, or remits payment of its estimate of the fair value of a
dissenter's shares as permitted by section 1577(c) (relating to
payment of fair value of shares) and the dissenter believes that
the amount stated or remitted is less than the fair value of his
shares, he may send to the corporation his own estimate of the
fair value of the shares, which shall be deemed a demand for
payment of the amount or the deficiency.

(b) Effect of failure to file estimate.--Where the dissenter does
not file his own estimate under subsection (a) within 30 days after
the mailing by the corporation of its remittance or notice, the
dissenter shall be entitled to no more than the amount stated in
the notice or remitted to him by the corporation.

Section 1579. Valuation proceedings generally

(a) General rule.--Within 60 days after the latest of:

  (1) effectuation of the proposed corporate action;

  (2) timely receipt of any demands for payment under section 1575
(relating to notice to demand payment);  or

  (3) timely receipt of any estimates pursuant to section 1578
(relating to  estimate by dissenter of fair value of shares);

if any demands for payment remain unsettled, the business
corporation may file in court an application for relief
<PAGE>
requesting that the fair value of the shares be determined by
the court.

(b) Mandatory joinder of dissenters.--All dissenters, wherever
residing, whose demands have not been settled shall be made parties
to the proceeding as in an action against their shares.  A copy of
the application shall be served on each such dissenter.  If a
dissenter is a nonresident, the copy may be served on him in the
manner provided or prescribed by or pursuant to 42 Pa.C.S. Ch. 53
(relating to bases of jurisdiction and interstate and international
procedure).

(c) Jurisdiction of the court.--The jurisdiction of the court shall
be plenary and exclusive.  The court may appoint an appraiser to
receive evidence and recommend a decision on the issue of fair
value.  The appraiser shall have such power and authority as may be
specified in the order of appointment or in any amendment thereof.

(d) Measure of recovery.--Each dissenter who is made a party shall
be entitled to recover the amount by which the fair value of his
shares is found to exceed the amount, if any, previously remitted,
plus interest.

(e) Effect of corporation's failure to file application.--If the
corporation fails to file an application as provided in subsection
(a), any dissenter who made a demand and who has not already settled
his claim against the corporation may do so in the name of the
corporation at any time within 30 days after the expiration of the
60-day period.  If a dissenter does not file an application within
the 30-day period, each dissenter entitled to file an application
shall be paid the corporation's estimate of the fair value of the
shares and no more, and may bring an action to recover any amount
not previously remitted.

Section 1580. Costs and expenses of valuation proceedings

(a) General rule.--The costs and expenses of any proceeding under
section 1579 (relating to valuation proceedings generally),
including the reasonable compensation and expenses of the appraiser
appointed by the court, shall be determined by the court and
assessed against the business corporation except that any part of
the costs and expenses may be apportioned and assessed as the court
deems appropriate against all or some of the dissenters who are
parties and whose action in demanding supplemental payment under
section 1578 (relating to estimate by dissenter of fair value of
shares) the court finds to be dilatory, obdurate, arbitrary,
vexatious or in bad faith.

(b) Assessment of counsel fees and expert fees where lack of good
faith appears.--Fees and expenses of counsel and of experts for the
respective  parties may be assessed as the court deems appropriate
against the corporation and in favor of any or all dissenters if the
corporation failed to comply substantially with the requirements of
this Subchapter and may be assessed against either the corporation
or a dissenter, in favor of any other party, if the court finds that
the party against whom the fees and expenses are assessed acted in
bad faith or in a dilatory, obdurate, arbitrary or vexatious manner
in respect to the rights provided by this Subchapter.

<PAGE>
(c) Award of fees for benefits to other dissenters.--If the court
finds that the services of counsel for any dissenter were of
substantial benefit to other dissenters similarly situated and
should not be assessed against the corporation, it may award to
those counsel reasonable fees to be paid out of the amounts
awarded to the dissenters who were benefited.





















































<PAGE>
     PART II  INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.  Indemnification of Directors and Officers.

     Modine is incorporated under the Wisconsin Business Corporation
Law.  Under Section 180.0851(1) of the Wisconsin law, Modine is
required to indemnify a director or officer, to the extent such
person is successful on the merits or otherwise in the defense of a
proceeding, for all reasonable expenses incurred in the proceeding
if such person was a party because he or she was a director or
officer of Modine.  In all other cases, Modine is required by
Section 180.0851(2) of the Wisconsin law to indemnify a director or
officer against liability incurred in a proceeding to which such
person was a party because he or she was an officer or director of
Modine, unless it is determined that he or she breached or failed to
perform a duty owed to Modine and the breach or failure to perform
constitutes: (i) a willful failure to deal fairly with Modine or its
shareholders in connection with a matter in which the director or
officer has a material conflict of interest; (ii) a violation of
criminal law, unless the director or officer had reasonable cause
to believe his or her conduct was lawful or no reasonable cause to
believe his or her conduct was unlawful; (iii) a transaction from
which the director or officer derived an improper personal profit;
or (iv) willful misconduct. Section 180.0858(1) of the Wisconsin law
provides that, subject to certain limitations, the mandatory
indemnification provisions do not preclude any additional right to
indemnification or allowance of expenses that a director or officer
may have under Modine's articles of incorporation, bylaws, a written
agreement or a resolution of the board of directors or shareholders.

      Section 180.0859 of the Wisconsin law provides that it is the
public policy of the State of Wisconsin to require or permit
indemnification, allowance of expenses and insurance to the extent
required or permitted under Sections 180.0850 to 180.0858 of the
Wisconsin law for any liability incurred in connection with a
proceeding involving a federal or state statute, rule or regulation
regulating the offer, sale or purchase of securities.

     Section 180.0828 of the Wisconsin law provides that, with certain
exceptions, a director is not liable to a corporation, its
shareholders, or any person asserting rights on behalf of the
corporation or its shareholders, for damages, settlements, fees,
fines, penalties or other monetary liabilities arising from a breach
of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves
that the breach or failure to perform constitutes any of the four
exceptions to mandatory indemnification under Section 180.0851(2)
referred to above.

     Under Section 180.0833 of the Wisconsin law, directors of Modine
against whom claims are asserted with respect to the declaration of
an improper dividend or other distribution to shareholders to which
the directors assented are entitled to contribution from other
directors who assented to such distribution and from shareholders
who knowingly accepted the improper distribution, as provided
therein.

     Article IV of Modine's bylaws contains provisions that generally
parallel the indemnification provisions of the Wisconsin law.
<PAGE>
Directors and officers of Modine are also covered by directors' and
officers' liability insurance under which they are insured (subject
to certain exceptions and limitations specified in the policy)
against expenses and liabilities arising out of proceedings to which
they are parties by reason of being or having been directors or
officers.

     Pursuant to the merger agreement, Modine will cause the surviving
corporation to indemnify, defend and hold harmless any person who is
now, or has been at any time prior to the date of the merger agreement,
or who becomes prior to the merger, an officer, director or employee
or agent of Thermacore or any of its subsidiaries against all losses,
claims, damages, liabilities costs and expenses based on or arising
out of:

   (1) the fact that such person is or was a director, officer,
       employee or agent of Thermacore or any of its subsidiaries
       at any time prior to the merger or is or was serving at the
       request of Thermacore or any of its subsidiaries as a
       director, officer, employee or agent of another corporation,
       partnership, joint venture, trust or other enterprise at any
       time before the merger; or

   (2) the merger agreement or any of the transactions related to
       the merger agreement,

in each case, to the fullest extent that the person was indemnified
under Thermacore's articles of association or bylaws on the date of
the merger agreement.

     Modine and the surviving corporation will also honor the
indemnification agreements between Thermacore or any of its
subsidiaries, as the case may be, and any of their current or
former officers or directors existing as of the date of the merger
agreement and previously disclosed to Modine.  Modine will honor
the above-described indemnification obligations that relate to
occurrences before or on the merger date for a period of three
years beginning on the merger date.

     Modine will also provide directors and officers of Thermacore with
officers' and directors' liability insurance coverage as of the date
of the merger with respect to matters occurring before or on the
merger date for a minimum period of three years beginning on the
date of the merger, which coverage will be substantially similar to
Thermacore's existing officers' and directors' liability insurance,
including an overall coverage amount not less than that under
Thermacore's existing insurance policy.

Item 21.  Exhibits and Financial Statement Schedules.

  (a) Exhibits.

Exhibit
Number     Description
-------    ---------------

2.1        Agreement and Plan of Merger dated as of December 13,
           2000, between Thermacore International, Inc. and Modine
           Manufacturing Company (included as Annex A to the proxy
<PAGE>
Exhibit
Number     Description
-------    ---------------

           statement/prospectus contained in this registration
           statement).

3.1        Restated Articles of Incorporation, as amended July 20,
           1994 (incorporated by reference to Exhibit 3(a) to
           Modine's Annual Report on Form 10-K for the fiscal
           year ended March 31, 1999).

3.3        Restated By-Laws of Modine, as amended March 15, 2000 to
           be effective July 19, 2000 (incorporated by
           reference to Exhibit 3(b) to Modine's Annual Report
           on Form 10-K for the fiscal year ended March 31, 2000).

4.1        Specimen Modine Uniform Denomination Stock Certificate
           (incorporated by reference to Exhibit 4(a) to Modine's Annual
           Report on Form 10-K for the fiscal year ended March 31, 1998)

4.2        Rights Agreement dated as of October 16, 1986 between
           Modine and First Chicago Trust Company of New York (Rights
           Agent) (incorporated by reference to Exhibit 4(b) to Modine's
           Annual Report on Form 10-K for the fiscal year ended March 31,
           1997).

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

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

4.5        Rights Agreement Amendment No. 3 dated as of October 15,
           1996 between Modine and First Chicago Trust Company of New
           York (Rights Agent) (incorporated by reference to Exhibit
           4(b)(iii) to Modine's Quarterly Report on Form 10-Q for
           the quarterly period ended December 26, 1996).

4.6        Rights Agreement Amendment No. 4 dated as of November 10,
           1997 between Modine and Norwest Bank Minnesota, N.A. (now
           known as Wells Fargo Bank Minnesota, N.A.) (Rights Agent)
           (incorporated by reference to Exhibit 4(b)(iv) to Modine's
           Quarterly Report on Form 10-Q for the quarterly period ended
           December 26, 1997).

5.1        Opinion of Schiff Hardin & Waite regarding the securities
           being registered.

8.1        Opinion of Schiff Hardin & Waite regarding certain
           federal income tax consequences relating to the merger.


<PAGE>
Exhibit
Number     Description
-------    ---------------

8.2        Opinion of Pepper Hamilton LLP regarding certain federal
           income tax consequences relating to the merger.

23.1       Consent of PricewaterhouseCoopers LLP.

23.2       Consent of Schiff Hardin & Waite (included in the
           opinion filed as Exhibit 5.1 to this registration statement).

23.3       Consent of Schiff Hardin & Waite (included in the
           opinion filed as Exhibit 8.1 to this registration statement).

23.4       Consent of Pepper Hamilton LLP (included in the opinion
           filed as Exhibit 8.2 to this registration statement).

24.1       Power of Attorney (included as part of the signature
           pages to this registration statement).

99.1       Form of Thermacore proxy card.

Item 22.  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.  Notwithstanding the foregoing, any increase or
           decrease in volume of securities offered (if the total dollar
           value of securities offered would not exceed that which was
           registered) and any deviation from the low or high end of the
           estimated maximum offering range may be reflected in the form
           of prospectus filed with the Securities and Exchange
           Commission pursuant to Rule 424(b) under the Securities Act
           of 1933 if, in the aggregate, the changes in volume and price
           represent no more than a 20 percent change in the maximum
           aggregate offering price set forth in the "Calculation of
           Registration Fee" table in the effective registration
           statement;

     (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;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective
<PAGE>
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Securities and Exchange Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference 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
offered 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.

  (4) That, prior to any public reoffering of the securities
registered hereunder through use of a prospectus which is a part of
this registration statement, by any person or party who is deemed to
be an underwriter within the meaning of Rule 145(c), the issuer
undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters,
in addition to the information called for by the other Items of
the applicable form.

 (5) That every prospectus (i) that is filed pursuant to paragraph
(1) immediately preceding, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Securities Act of 1933 and
is used in connection with an offering of securities subject to Rule
415, will be filed as a part of an amendment to the registration
statement and will not be used until such amendment is effective,
and that, for purposes 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
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

  (6) 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 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to 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.

  (7) To respond to requests for information that is incorporated
by reference into the prospectus pursuant to Items 4, 10(b), 11 or
13 of Form S-4, within one business day of receipt of such request,
and to send the incorporated documents by first class mail or other
equally prompt means.  This includes information contained in documents
filed subsequent to the effective date of the registration statement
through the date of responding to the request.

  (5) To supply by means of a post-effective amendment all
information concerning a transaction, and the company being acquired
<PAGE>
involved therein, that was not the subject of and included in the
registration statement when it became effective.

  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 provisions
described under Item 20, above, 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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by
the final adjudication of such issue.





































<PAGE>
                       SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant 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 this 7th day
of March, 2001.
                                MODINE  MANUFACTURING
                                COMPANY (Registrant)


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

     Each person whose signature appears below appoints Walter E.
Pavlick and  Dean R. Zakos, or either of them, as such person's true
and lawful attorneys to execute in the name of each such person, and
to file, any amendments to this registration statement that either of
such attorneys shall deem necessary or advisable to enable the
registrant to comply with the Securities Act of 1933, as amended,
and any rules, regulations and requirements of the Commission with
respect thereto, in connection with this registration statement,
which amendments may make such changes in such registration
statement as either of the above-named attorneys deems appropriate,
and to comply with the undertakings of the registrant made in
connection with this registration statement, and each of the
undersigned hereby ratifies all that either of said attorneys
shall do or cause to be done by virtue thereof.

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

  Signature                    Title                          Date
  ---------                    -----                          ----


D. R. JOHNSON       President and Chief Executive       March 7, 2001
----------------    Officer (Principal Executive
D. R. Johnson       Officer) and Director


E. T. THOMAS        Vice President, Finance and         March 7, 2001
----------------    Chief Financial Officer
E.T. Thomas         (Principal Financial and
                    Accounting Officer)


R. J. DOYLE
-----------------    Director                           March 7, 2001
R. J. Doyle





<PAGE>

F. P. INCROPERA
-----------------    Director                          March 7, 2001
F. P. Incropera


F. W. JONES
-----------------    Director                          March 7, 2001
F. W. Jones


D. J. KUESTER
-----------------    Director                          March 7, 2001
D. J. Kuester


V. L. MARTIN
-----------------    Director                          March 7, 2001
V. L. Martin


G. L. NEALE
-----------------    Director                          March 7, 2001
G. L. Neale


M. C. WILLIAMS
-----------------    Director                          March 7, 2001
M. C. Williams


M. T. YONKER
-----------------    Director                          March 7, 2001
M. T. Yonker

























<PAGE>
                           EXHIBIT INDEX
Exhibit
Number                             Description
-------                            -----------

2.1        Agreement and Plan of Merger dated as of December 13,
           2000, between Thermacore International, Inc. and
           Modine Manufacturing Company (included as Annex A
           to the proxy statement/prospectus contained in this
           registration statement).

3.1        Restated Articles of Incorporation, as amended July 20,
           1994 (incorporated by reference to Exhibit 3(a) to
           Modine's Annual Report on Form 10-K for the fiscal
           year ended March 31, 1999).

3.2        Restated By-Laws of Modine, as amended March 15, 2000 to
           be effective July 19, 2000 (incorporated by reference
           to Exhibit 3(b) to Modine's Annual Report on Form 10-K
           for the fiscal year ended March 31, 2000).

4.1        Specimen Modine Uniform Denomination Stock Certificate
           (incorporated by reference to Exhibit 4(a) to Modine's Annual
           Report on Form 10-K for the fiscal year ended March 31, 1998)

4.2        Rights Agreement dated as of October 16, 1986 between
           Modine and First Chicago Trust Company of New York (Rights
           Agent) (incorporated by reference to Exhibit 4(b) to Modine's
           Annual Report on Form 10-K for the fiscal year ended March 31,
           1997).

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

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

4.5        Rights Agreement Amendment No. 3 dated as of October 15,
           1996 between Modine and First Chicago Trust Company of New
           York (Rights Agent) (incorporated by reference to Exhibit
           4(b)(iii) to Modine's Quarterly Report on Form 10-Q for
           the quarterly period ended December 26, 1996).

4.6        Rights Agreement Amendment No. 4 dated as of November 10,
           1997 between Modine and Norwest Bank Minnesota, N.A. (now
           known as Wells Fargo Bank Minnesota, N.A.) (Rights Agent)
           (incorporated by reference to Exhibit 4(b)(iv) to Modine's
           Quarterly Report on Form 10-Q for the quarterly period ended
           December 26, 1997).

5.1        Opinion of Schiff Hardin & Waite regarding the validity
           of the securities being registered.

<PAGE>
Exhibit
Number                             Description
-------                            -----------

8.1        Opinion of Schiff Hardin & Waite regarding certain
           federal income tax consequences relating to the merger.

8.2        Opinion of Pepper Hamilton LLP regarding certain federal
           income tax consequences relating to the merger.

23.1       Consent of PricewaterhouseCoopers LLP.

23.2       Consent of Schiff Hardin & Waite (included in the
           opinion filed as Exhibit 5.1 to this registration
           statement).

23.3       Consent of Schiff Hardin & Waite (included in the
           opinion filed as Exhibit 8.1 to this registration
           statement).

23.4       Consent of Pepper Hamilton LLP (included in the
           opinion filed as Exhibit 8.2 to this registration
           statement).

24.1       Power of Attorney (included as part of the signature
           pages to this registration statement).

99.1       Form of Thermacore proxy card.







<PAGE>



</TEXT>
</DOCUMENT>
