EXHIBIT 10(j)
                  MODINE MANUFACTURING COMPANY
                    1985 INCENTIVE STOCK PLAN

                   (as amended July 19, 1989)
                   (as amended July 18, 1990)
                  (as amended January 15, 1997)

     1. PURPOSE.  The Modine Manufacturing Company 1985 Incentive
Stock Plan (the "Plan") is intended to provide incentives which
will attract and retain highly competent persons as officers and
key employees of Modine Manufacturing Company (the "Company") and
its majority owned subsidiaries, by providing them with
opportunities to acquire Common Stock of the Company ("Common
Stock") or monetary payments based on the value of such shares
pursuant to the Benefits described herein.

     2. ADMINISTRATION.  The Board  of Directors of the Company
shall supervise and administer the Plan.  Any questions of
interpretation of the Plan or of any Benefits issued under it
shall be determined by the Board and such determination shall be
final and binding upon all persons.  Any or all powers and
discretion vested in the Board under this Plan (except the power
to amend or terminate the Plan) may be exercised by a committee
of at least two directors (the "Committee") authorized by the
Board to do so.  Composition of the Committee is intended to
satisfy the requirements of Rule 16 b-3 of the Securities and
Exchange Act of 1934 (the "Exchange Act") and Section 162(m) of
the Internal Revenue Code.  A majority of members of the
Committee shall constitute a quorum, and all determinations of
the Committee shall be made by a majority of its members.  Any
determination of the Committee under the Plan may be made without
notice or meeting of the Committee, by a writing signed by a
majority of the Committee members.

     3. PARTICIPANTS.  Participants will consist of such key
employees (including officers) of the Company or any or all of
its present or future majority owned subsidiaries as the Board of
Directors in its sole discretion determines to be mainly
responsible for the success and future growth and profitability
of the Company and whom the Board of Directors may designate from
time to time to receive Benefits under the Plan.  Benefits may be
granted under this Plan to persons who have received options or
other Benefits under this or other plans of the Company.

     4. TYPES OF BENEFITS.  Benefits under the Plan may be
granted in any one or a combination of (a) Stock Purchase
Agreements; (b) Stock Awards or Bonuses; (c) Stock Options
(incentive stock options and non-qualified stock options with or
without tax offset bonuses and discounted stock options); (d)
Stock Appreciation Rights; (e) Restricted Stock; (f) Performance
Unit Plans; (g) Performance Share Plans; and (h) Book Value Stock
Plans; all as generally described hereinafter and all subject to
such features currently utilized in connection with such Benefits
or as developed hereafter which comply with appropriate Internal
Revenue Service, Securities and Exchange Commission, or other
regulations, and such other terms and conditions all as the Board
of Directors may deem appropriate.


     5. SHARES RESERVED UNDER THE PLAN.  There is hereby reserved
for issuance under the Plan an aggregate of 2,250,000 shares of
Common Stock (except as supplemented hereinafter provided in
Paragraph 15), $0.625 par value, which may be authorized but
heretofore unissued shares or shares reacquired by the Company,
including shares purchased on the open market.  Any shares
subject to the options, rights, agreements, plans, or awards as
described hereinafter or issued under such options, rights,
agreements, plans or awards may thereafter be subject to new
options, rights, agreements, plans or awards under this Plan if
there is a lapse, expiration or termination of any such options,
rights, agreements, plans or awards prior to issuance of the
shares or payment of the equivalent or if shares are issued under
such options, rights, agreements, plans or awards, and thereafter
are reacquired by the Company pursuant to rights reserved by the
Company upon issuance thereof.

     6. STOCK PURCHASE AGREEMENTS.  Stock Purchase Agreements
will consist of agreements for the present or future sale of
Common Stock by the Company to a participant at such prices and
on such terms and conditions as the Board of Directors deems
appropriate.

     7. STOCK AWARDS.  Stock Awards will consist of shares of
Common Stock transferred to participants without other payment
therefor as a bonus for service rendered to the Company and its
majority owned subsidiaries.

     8. STOCK OPTIONS.  Stock Options will consist of options to
purchase shares of Common Stock at purchase prices determined by
the Committee at the date such option is granted.  Except
regarding Incentive Stock Options, such option price may be less
than the fair market value of Modine Common Stock on the date of
grant, but in no event shall the option price be less than the
par value of the shares.  Such options will be exercisable not
later than ten years after the date they are granted and will
terminate not later than three years after termination of
employment for any reason other than death.

     9. STOCK APPRECIATION RIGHTS.  Stock Appreciation Rights,
granted in conjunction with a stock option, will consist of
rights to receive an amount equal to the appreciation in fair
market value since the date of grant in lieu of exercising the
corresponding stock option.

    10. RESTRICTED STOCK.  Restricted Stock will consist of
shares of Common Stock which are transferred to the employee but
which carry restrictions such as a prohibition against
disposition or an option to repurchase in the event of employment
termination, and may be subject to a substantial risk of
forfeiture.  Shares of Restricted Stock may be granted to the
employee at no charge, or they may be sold to him.  Restrictions
on the shares of stock may lapse over a period of time.  As the
restrictions lapse, the employee has unrestricted shares which
he  may  sell or transfer.   If, however, the restrictions are
violated prior to their lapse, those shares still subject to such
restrictions are forfeited by the employee, and must be returned
to the Company.


    11. PERFORMANCE UNIT PLANS.  A Performance Unit Plan will
provide for units, contingently granted, which entitle the
employee to cash payments or their equivalent in shares of stock
valued at the time of the grant (i.e., the unit value remains
constant and does not fluctuate with changes in the market value
of the stock), if predetermined objectives are met.

    12. PERFORMANCE SHARE PLANS.  A Performance Share Plan will
provide for artificial shares, contingently granted, which
entitle the employee to actual shares of Common Stock or their
cash equivalent at the time of payment (i.e., the unit value may
appreciate or decline depending on future market value of the
stock), if predetermined objectives are achieved.

    13. BOOK VALUE STOCK PLANS.  A Book Value Stock Plan will
permit the employee to purchase shares of Common Stock at book
value.  Such "book value" stock may be required to be resold to
the Company upon termination of the employment relationship, or
at other specified times at the then-book value of the stock.

    14. FORM OF PAYMENT.  Payments required, if any, upon a
participant's exercise of Benefits under the Plan may be made in
the form of: (a) cash; (b) Company stock; (c) a combination of
Company stock and cash; or (d) such other forms or means which
the Committee shall determine in its discretion and in such
manner as is consistent with the Plan's purpose and applicable
law.

    15. ADJUSTMENT PROVISIONS.  If the Company shall at any time
change the number of issued shares of Common Stock without new
consideration to the Company (by stock dividends, stock splits,
or similar transactions), the total number of shares reserved for
issuance under this Plan and the number of shares covered by each
outstanding Benefit shall be adjusted so that the aggregate
consideration payable to the Company, if any, and the value of
each such Benefit shall not be changed.  Benefits may also
contain provisions for their continuation or for other equitable
adjustments after changes in the Common Stock resulting from
reorganization, sale, merger, consolidation or similar
occurrences.  If the Company acquires an entity which has issued
and outstanding stock options or other rights, the Company may
substitute stock options or rights for options or rights of such
entity, including options or other rights to acquire stock at
less than 100% of the fair market price of the stock at grant.
The number and kind of such stock options and other rights shall
be determined by the Committee and the total number of shares
reserved for issuance under this Plan shall be appropriately
adjusted consistent with such determination and in such manner as
the Committee may deem equitable to prevent substantial dilution
or enlargement of the Benefits granted to, or available for,
present or future participants of this Plan, but in no event
shall the total number of shares reserved for issuance under this
Plan be increased by more than an additional, 20% by reason of
this provision.

    16. NONTRANSFERABILITY.  Each Benefit granted under the Plan
to an employee shall not be transferable by him otherwise than by
will or the laws of descent and distribution, and shall be
exercisable, during his lifetime, only by him.  In the event of

the death of a participant during employment or prior to the
termination of any Benefit held by him hereunder, each Benefit
theretofore granted to him shall be exercisable or payable to the
extent provided therein but not later than one year after his
death (and not beyond the stated duration of the Benefit).  Any
such exercise or payment shall be made only:

   (a)  By or to the executor or administrator of the estate
        of the deceased participant or the person or persons to
        whom the deceased participant's rights under the Benefit
        shall pass by will or the laws of descent and
        distribution; and

   (b)  To the extent, if any, that the deceased participant
        was entitled at the date of his death.

    17. OTHER PROVISIONS.  The award of any Benefit under the
Plan may also be subject to such other provisions (whether or not
applicable to the Benefit awarded to any other participant) as
the Board of Directors determines appropriate, including without
limitation, provisions for the installment purchase of Common
Stock under such Benefits, provisions to assist the participant
in financing the acquisition of Common Stock, provisions for
prepayment at the participant's election of the purchase price of
Common Stock under such Benefits, provisions for the forfeiture
of, or restrictions on resale or other disposition of shares
acquired under such Benefits, provisions giving the Company the
right to repurchase shares acquired under any form of Benefits in
the event the participant elects to dispose of such shares,
provisions to comply with Federal and state securities laws, or
understandings or conditions as to the participant's employment
in addition to those specifically provided for under the Plan.

    18. TENURE.  A participant's right, if any, to continue to
serve the Company and its subsidiaries as an officer, employee,
or otherwise, shall not be enlarged or otherwise affected by his
designation as a participant under the Plan.

    19. DURATION, AMENDMENT AND TERMINATION.  No Benefit shall be
granted more than ten years after the date of adoption of this
Plan; provided, however, that the terms and conditions applicable
to any Benefit granted within such period may thereafter be
amended or modified by mutual agreement between the Company and
the participant or such other persons as may then have an
interest therein.  Also, by mutual agreement between the Company
and a participant hereunder, or under any future plan of the
Company, Benefits may be granted to such participant in
substitution and exchange for, and in cancellation of, any
Benefits previously granted such participant under this Plan, or
any benefit previously or thereafter granted to him under any
future plan of the Company.  The Board of Directors may amend the
Plan from time to time or terminate the Plan at any time.
However, no action authorized by this paragraph shall reduce the
amount of any existing Benefit or change the terms and conditions
thereof without the participant's consent.  No amendment of the
Plan shall, without approval of the stockholders of the Company,
(i) increase the total number of shares which may be issued under
the Plan or increase the amount or type of Benefits that may be
granted under the Plan; (ii) change the minimum purchase price,

if any, of shares of Common stock which may be made subject to
Benefits under the Plan; or (iii) modify the requirements  as to
eligibility for Benefits under the Plan.

    20. SHAREHOLDER APPROVAL.  The Plan has been adopted by the
Board of Directors on January 16, 1985, subject to approval by
the shareholders of the Company.  Such adoption shall be null and
void if shareholder approval is not obtained within twelve months
of the adoption of the Plan by the Board of Directors.

    21. SECTION 16 COMPLIANCE.  With respect to persons subject
to Section 16 of the Exchange Act, transactions under this Plan
are intended to comply with all applicable conditions of Rule 16b-
3 or its successors under the Exchange Act.  To the extent any
provision of the Plan or action by the Committee fails to so
comply, it shall be deemed null and void, to the extent permitted
by law and deemed advisable by the Committee.  In addition, to
the extent a participant (who is also a Reporting Person under
Rule 16b-3 or its successors) engages in an opposite-way
transaction within six months that jeopardizes the exemption, it
shall be deemed null and void.