<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>r8k328.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):  March 28, 2002
                                                   --------------


                  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 2 herein.


                        Page 1 of 7 pages




<PAGE>

Item 5.   Other Events and Regulation FD Disclosures.
          ------------------------------------------

     On March 28, 2002, Modine Manufacturing Company issued the
press release which is attached as Exhibit for immediate release
to national newspapers and news wire services.


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
                    [formerly the First National Bank of
                    Chicago] (Rights Agent) (filed by reference
                    to the Exhibit contained in 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
<PAGE>
Reference Number
per Item 601 of
Regulation S-K                                                     Page
----------------                                                   ----

                    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 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 March 28, 2002.                    6

     23             Not applicable.

     24             Not applicable.

     27             Not applicable.


*Filed herewith.

                           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:  March 28, 2002

                              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>
