X0202 4 2006-05-05 0 0000067347 MODINE MANUFACTURING CO MOD 0001172676 RULSEH JAMES R 1500 DEKOVEN AVENUE RACINE WI 53403 0 1 0 0 Group Vice President Modine common stock 2006-05-05 4 F 0 102 28.33 D 0 D Modine common stock 2006-05-06 4 F 0 164 28.33 D 32795.1768 D Shares disposed of in private transaction to issuer to cover tax withholding. Shares disposed of in private transaction to issuer to cover tax withholdiing. This total includes 805.6165 units of Modine common stock indirectly held in the Registrant's Modine 401(k) Retirement Plan account, 108.8819 units of Modine common stock indirectly held in the Registrant's Modine Deferred Compensation Plan account and 9.4613 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 2006-05-09