Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  KELSEY MARGARET C
 2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2008		 3. Issuer Name and Ticker or Trading Symbol
MODINE MANUFACTURING CO [MOD]
(Last)
(First)
(Middle)
MODINE MANUFACTURING CO, 1500 DEKOVEN AVE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP ? Corp Dev, G C & Secretary
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

RACINE, WI 53403		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 10,480 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options (right to buy) with tandem tax withholding rights 04/01/2001 04/01/2011 Common Stock 3,000 $ 25.8125 D  
Options (right to buy) with tandem tax withholding rights 01/16/2002 01/16/2012 Common Stock 6,000 $ 22.78 D  
Options (right to buy) with tandem tax withholding rights 01/06/2003 01/06/2013 Common Stock 3,400 $ 18.09 D  
Options (right to buy) with tandem tax withholding rights 01/20/2004 01/20/2014 Common Stock 5,000 $ 28.48 D  
Options (right to buy) with tandem tax withholding rights 01/18/2005 01/18/2015 Common Stock 4,200 $ 30.82 D  
Options (right to buy) with tandem tax withholding rights 01/17/2006 01/17/2016 Common Stock 1,400 $ 32.61 D  
Options (right to buy) with tandem tax withholding rights 01/16/2007 01/16/2017 Common Stock 2,000 $ 27.22 D  
Options (right to buy) with tandem tax withholding rights 02/11/2008 02/11/2018 Common Stock 5,800 $ 13.33 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KELSEY MARGARET C
MODINE MANUFACTURING CO
1500 DEKOVEN AVE
RACINE, WI 53403		       VP ? Corp Dev, G C & Secretary  

Signatures

Margaret C. Kelsey 11/05/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes 310 units owned through the Modine 401(k) Retirement Plan as of 10/31/08. Each unit consists of Modine common stock and cash components.

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