X0202 4 2005-08-22 0 0000067347 MODINE MANUFACTURING CO MOD 0001172676 RULSEH JAMES R 5001 N SECOND STREET ROCKFORD IL 61111 0 1 0 0 Group Vice President Modine common stock 2005-08-22 4 F 0 232 35.25 D 38032.8056 D Shares disposed of in private transaction to issuer to cover tax withholding. This total includes 1,569.7615 units of Modine common stock indirectly held in the Registrant's Modine 401(k) Retirement Plan account, 54.4411 units of Modine common stock indirectly held in the Registrant's Modine Deferred Compensation Plan account and 1,922.3859 units of Modine common stock indirectly held in the Registrant's Modine Stock Fund account. /s/D. R. Zakos, Attorney-in-Fact for J. R. Rulseh 2005-08-23