-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 EJT+RdQG3iTwJujryihGDtHF7JlvIkwdHsinsLg8lFVB++raZq2IApfniaDr4tK6
 szIRaW7WKHY+XY9A6XXtjA==

<SEC-DOCUMENT>0000067347-01-500030.txt : 20010711
<SEC-HEADER>0000067347-01-500030.hdr.sgml : 20010711
ACCESSION NUMBER:		0000067347-01-500030
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20010710
ITEM INFORMATION:		
FILED AS OF DATE:		20010710

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MODINE MANUFACTURING CO
		CENTRAL INDEX KEY:			0000067347
		STANDARD INDUSTRIAL CLASSIFICATION:	MOTOR VEHICLE PARTS & ACCESSORIES [3714]
		IRS NUMBER:				390482000
		STATE OF INCORPORATION:			WI
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	001-01373
		FILM NUMBER:		1677839

	BUSINESS ADDRESS:	
		STREET 1:		1500 DEKOVEN AVE
		CITY:			RACINE
		STATE:			WI
		ZIP:			53403
		BUSINESS PHONE:		2626361200
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>r8-k710.txt
<TEXT>



               SECURITIES AND EXCHANGE COMMISSION

                      Washington, DC  20549



                            FORM 8-K

                         CURRENT REPORT



 Pursuant to Section 13 or 15(d) of the Securities Exchange Act
                             of 1934


Date of Report (Date of earliest event reported):  July 10, 2001


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


      Wisconsin                1-1373             39-0482000
- ----------------------      -------------     -----------------
   (State or other          (Commission         (I.R.S. Employer
   jurisdiction of          File Number)      Identification No.)
    incorporation)


1500 DeKoven Avenue, Racine, Wisconsin               53403
- --------------------------------------------     -------------
(Address of principal executive offices)          (Zip Code)


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


                         NOT APPLICABLE
- --------------------------------------------------------------------
 (Former name or former address, if changed since last report.)



           An Exhibit Index appears on Page 4 herein.




                        Page 1 of 9 pages




<PAGE>

Item 5.  Other Information.
         -----------------


     On April 27, 2001, Modine Manufacturing Company ("Modine" or
the "Company") acquired Thermacore International, Inc. (formerly
known as DTX Corporation) through the merger of a wholly owned
subsidiary of Modine with and into Thermacore.  The merger was
effected pursuant to an Agreement and Plan of Merger dated
December 13, 2000, as amended by Amendment No. 1 dated March 15,
2001.  As a result of the merger (i) each outstanding share of
common stock of Thermacore was converted into 1.01592 shares of
common stock of Modine, par value $0.625 per share, and (ii)
options to acquire Thermacore common stock previously granted
under certain Thermacore employee stock option plans were
converted into options to acquire Modine common stock, adjusted
on the basis of this same exchange ratio.  Modine accounted for
the acquisition as a pooling-of-interests.

     ASR 135, as interpreted by SAB 65, indicates that no
affiliate of either combining company may reduce its risk
relating to its shareholder position during a period ending when
financial results including at least 30 days of post-merger
combined operations have been established.

     This Form 8-K is filed for the purpose of publishing
combined operating results to satisfy this provision.  The
following is the condensed consolidated results of operations
(unaudited) of Modine and its subsidiaries for the month ended
May 27, 2001.  Operating results for this 30 day period are not
necessarily indicative of the results that may be expected for
3 months ending June 26, 2001 or the year ending March 31, 2002.

     The following statement does not include all of the
information and the footnotes required by generally accepted
accounting principles for complete financial statements.  For
further information, reference should be made to the consolidated
financial statements and footnotes included in Modine's annual
report on Form 10-K for the year ended March 31, 2001.



















<PAGE>

                  MODINE MANUFACTURING COMPANY
    Condensed Consolidated Results of Operations (Unaudited)
               For the 30 days ending May 27, 2001
                    (In thousands of Dollars)



Net sales                                          $91,181

Cost of sales                                       67,541
                                                   -------

Gross profit                                        23,640

Selling, general, and administrative expenses       17,621
                                                   -------

Income from operations                               6,019

Interest expense                                      (721)

Other income --net                                     576
                                                   -------

Earnings before income taxes                         5,874

Provision for income taxes                           2,348
                                                   -------

Net Earnings                                       $ 3,526
                                                   =======



























<PAGE>

Item 7.  Financial Statements and Exhibits.
         ---------------------------------

     (c)  Exhibits.
          --------

Reference Number
per Item 601 of
Regulation S-K                                                         Page
- ----------------                                                       ----

      1             Not applicable.

      2             Not applicable.

      4(a)          Rights Agreement dated as of October 16,
                    1986 between the Registrant and First
                    Chicago Trust Company of New York (Rights
                    Agent) (filed by reference to the
                    Registrant's Annual Report on Form 10-K
                    for the fiscal year ended March 31, 1997).

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

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

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

      4(a)(iv)      Rights Agreement Amendment No. 4 dated as of
                    November 10, 1997 between the Registrant and
                    Norwest Bank Minnesota, N.A., [now known as
                    Wells Fargo Bank Minnesota, N.A.] (Rights
                    Agent) (filed by reference to the exhibit
                    contained within the Registrant's Quarterly
                    Report on Form 10-Q dated December 26, 1997.)

                    Note:  The amount of long-term debt authorized
                    ----
                    under any instrument defining the rights of
                    holders of long-term debt of the Registrant,
                    other than as noted above, does not exceed ten


<PAGE>


Reference Number
per Item 601 of
Regulation S-K                                                         Page
- ----------------                                                       ----

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

     16             Not applicable.

     17             Not applicable.

    *20             News Release of Modine Manufacturing Company
                    dated July 10, 2001.                                 7

     23             Not applicable.

     24             Not applicable.

     27             Not applicable.

    *99             Important Factors and Assumptions
                    Regarding Forwarding-Looking Statements.             9


*Filed herewith.



























<PAGE>
                           SIGNATURES

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

Date:  July 10, 2001.

                              MODINE MANUFACTURING COMPANY


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


                              By:    D. R. ZAKOS
                                  ------------------------------
                                   D. R. Zakos, Vice President,
                                   General Counsel, and Secretary


<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>2
<FILENAME>r710exh23.txt
<TEXT>

                              EXHIBIT 23


Immediate

Gerald J. Sweda

(262) 636-1361

Modine reports 30-day financial results following
acquisition of Thermacore

     RACINE, Wis., July 10, 2001 - Modine Manufacturing

Company (Nasdaq: MODI) today reported 30 days of combined

financial results following its acquisition April 27 of

Thermacore International, Inc., accounted for as a pooling

of interests. Consolidated sales for the 30-day period were

$91.2 million and net earnings were $3.5 million.

     The results were filed on Securities and Exchange

Commission (SEC) Form 8-K. The operating results do not

necessarily indicate what might be expected for Modine's

first fiscal quarter ending June 26, 2001, or for the fiscal

year ending March 31, 2002.

     Modine expanded its thermal-management expertise into

the electronics market through the acquisition of

Thermacore, a company that provides advanced cooling

solutions for electronics and telecommunications customers.

Modine is leveraging its expertise in thermal-management

technology to take advantage of expanding opportunities in

this market, where the needs for higher levels of heat-

transfer technology are expected to grow rapidly.

     With the acquisition of Thermacore, Modine has added

new customers, including Alcatel, Compaq, Dell, Ericsson,

General Electric, Hewlett Packard, Lucent, and Nortel. Their

products range from high-end servers to telecommunications

systems and other electronics equipment. They join a list of
<PAGE>
highly respected customers from the vehicle, agricultural-

equipment, and construction-equipment industries, including

BMW, Caterpillar, DaimlerChrysler, Deere, Fiat, International

Truck and Engine, MAN Truck, NAPA, Paccar, and Volkswagen.

     Modine specializes in thermal management, bringing

technology to diversified markets. Core markets include:

powertrain cooling of internal combustion engines, vehicular

and building HVAC (heating, ventilating, air-conditioning),

electronics, and various industrial and refrigeration

markets. Modine is on the Internet at www.modine.com.




                MODINE MANUFACTURING COMPANY
  Condensed Consolidated Results of Operations (Unaudited)
             For the 30 days ending May 27, 2001
                  (In thousands of Dollars)



Net sales                                          $91,181

Cost of sales                                       67,541
                                                   -------

Gross profit                                        23,640

Selling, general, and administrative expenses       17,621
                                                   -------

Income from operations                               6,019

Interest expense                                     (721)

Other income --net                                     576
                                                   -------

Earnings before income taxes                         5,874

Provision for income taxes                           2,348
                                                   -------

Net Earnings                                       $ 3,526
                                                   =======
<PAGE>





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>rnew99.txt
<TEXT>


                           EXHIBIT 99

                IMPORTANT FACTORS AND ASSUMPTIONS
              REGARDING FORWARD-LOOKING STATEMENTS

This report contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995 that are subject to risks and uncertainties.  Forward-looking
statements include information concerning future financial
results of Modine.  Also, when words such as "intend,"
"anticipate," "believe," "expect," or "plan," or similar
expressions are used, these words indicate forward-looking
statements.  These statements are not guarantees of future
performance and involve known risks and unknown risks,
uncertainties, and other factors that 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.  These factors include
the ability of Modine to compete for business, the ability of
various customers and suppliers to achieve projected sales and
production levels, the cyclical nature of the vehicular industry,
work stoppages at major customers, competitive pressures on sales
and pricing, increases in production or material costs that
cannot be recouped in product pricing, the ability to improve
acquisitions' operations, and international economic conditions.
Modine does not assume any obligation to update any of these
forward-looking statements.


<PAGE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
