8-K

UNITED STATES

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): January 26, 2006

Modine Manufacturing Company

(Exact name of registrant as specified in its charter)

Wisconsin	1-1373	39-0482000
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1500 DeKoven Avenue, Racine, Wisconsin	53403
Address of principal executive offices	Zip Code

Registrant's telephone number, including area code: (262) 636-1200

_____________________

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

[ ]Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 8.01 Other Events.

On January 26, 2006, Modine Manufacturing Company (the "Company") announced that its Board of Directors authorized the repurchase of up to 10 percent of the Company's outstanding common stock over the next 18 months. This is incremental to the 5 percent repurchase program that was authorized and completed in calendar 2005.

As with the previous 5 percent share repurchase program, any purchases will be made from time to time at current prices through solicited and unsolicited transactions in the open market or in privately negotiated or other transactions. Purchases will be at the discretion of the Company and would depend on business and market conditions, regulatory considerations and other factors.

The Company may also, from time to time, enter into a Rule 10b5-1 plan to facilitate repurchases of its shares under the authorization. A Rule 10b5-1 plan permits the Company to repurchase shares at times when it might otherwise be prevented from doing so, provided the plan is adopted when the Company is not aware of material non-public information.

A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number	Description
99.1	Press Release dated January 26, 2006

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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.

Modine Manufacturing Company

By: /s/ D.B. Rayburn

 D.B. Rayburn

 President and Chief Executive Officer

By: /s/ D.R. Zakos

D.R. Zakos

Vice President, General Counsel and

Secretary

Date: January 27, 2006

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated January 26, 2006

EX-99.1

 NEWS RELEASE

For Immediate Release

Investor Contact: Wendy Wilson 262-636-8434 w.wilson@na.modine.com

Media Contact: Lori Stafford262-636-1001 l.stafford@na.modine.com

Modine Board of Directors Authorizes the Repurchase of Up to 10 Percent of Its Outstanding Stock

Racine, WI, January 26, 2006 - Modine Manufacturing Company (NYSE: MOD), a diversified global leader in developing thermal solutions, announced today its Board of Directors has authorized the repurchase of up to 10 percent of the Company’s outstanding common stock over the next 18 months. This is incremental to the 5 percent repurchase program that was authorized and completed in calendar 2005.

“Based at current price levels we believe the stock is an excellent value,” said David B. Rayburn, President and Chief Executive Officer. “This action reflects our confidence in our future performance and direction, as well as our significant cash flow generated by rigorous working capital management and disciplined capital investment. Despite this buy-back, our cash flow and conservatively managed balance sheet provide us the flexibility to continue our strategy of increased geographic and market expansion through organic growth and strategic acquisitions.”

The share repurchase program announced in May, 2005 was a dual purpose program, authorizing the repurchase of 5 percent, or approximately 1.7 million shares, of the company’s outstanding common stock, as well as the indefinite buy-back of additional shares to offset dilution from Modine’s incentive stock plans. As of January 25, 2006, this plan resulted in 2,070,000 shares of common stock returned to Modine at an average price of $33.90 per share or a total of approximately $70.2 million.

As with the previous 5 percent share repurchase program, any purchases will be made from time to time at current prices through solicited and unsolicited transactions in the open market or in privately negotiated or other transactions. Purchases will be at the discretion of the Company and would depend on business and market conditions, regulatory considerations and other factors.

The Company intends to cancel any shares acquired pursuant to the new program, and the cancelled shares will be returned to the status of authorized but unissued shares.

Founded in 1916, with record fiscal 2005 revenues from continuing operations of approximately $1.5 billion, operating cash flow of approximately $156 million, Modine specializes in thermal management systems and components, bringing highly engineered heating and cooling technology and solutions to diversified global markets. Modine products are used in light, medium and heavy-duty vehicles, HVAC (heating, ventilating, air conditioning) equipment, industrial equipment, refrigeration systems, fuel cells, and electronics. Based in Racine, Wisconsin, the Company has more than 8,200 employees at 35 facilities in 15 countries worldwide. For information about Modine, visit www.modine.com.

This news release contains statements, including information about future financial performance, accompanied by phrases such as “believes,” “estimates,” “expects,” “plans,” “anticipates,” “will,” “intends,” and other similar “forward-looking” statements, as defined in the Private Securities Litigation Reform Act of 1995. Modine’s actual results, performance or achievements may differ materially from those expressed or implied in these statements, because of certain risks and uncertainties, which are identified on page 36 of the Company’s 2005 Annual Report to Shareholders and other recent Company filings with the Securities and Exchange Commission. In particular, this release contains forward-looking statements regarding anticipated returns to shareholders as a result of the newly announced share repurchase program. These statements are particularly subject to: the presence of market conditions conducive to the repurchase objectives; Modine’s ability to take advantage of those market conditions; and the nature of other investment opportunities presented to the Company from time to time.

Modine does not assume any obligation to update any of these forward-looking statements.

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