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): May 17, 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))

Item 2.05Costs Associated with Exit or Disposal Activities.

On May 17, 2006, the Modine Manufacturing Company Board of Directors directed the officers of the Company to take appropriate actions to close the electronics cooling manufacturing facility located in Hsinchu, Taiwan which is operated by Modine’s indirect wholly owned subsidiary, Thermacore Taiwan Co., Ltd. The Taiwan facility, which currently employees approximately 200 people, manufactures heat pipes for the personal computer and laptop markets. The Company anticipates that all employees will be terminated by July 31, 2006 and the closure of the Taiwan facility will be complete by August 31, 2006.

Modine estimates that the major costs of the facility closure will be one-time termination benefits ($0.7 million); a contract termination fee associated with the termination of the facility lease ($0.5 million); inventory and accounts receivable write-offs ($1.9 million); and equipment removal, salvage and/or transfer ($0.2 million). The Company’s good faith estimate of the total amount expected to be incurred for the facility closing is approximately $3.6 million.

The Company estimates that the amount of future cash expenditures in connection with the facility closure will be approximately $1.4 million.

A copy of the Company's press release dated May 22, 2006 announcing the closing of the Taiwan facility is attached hereto as Exhibit 99.1.

Item 8.01Other Events.

The Company is offering a voluntary enhanced early retirement program package to certain U.S. employees. A copy of the press release announcing the early retirement program dated May 22, 2006 is attached hereto as Exhibit 99.1.

Item 9.01Financial Statements and Exhibits.

(c)Exhibits

Exhibit Number	Description
99.1	Press Release announcing plans to close its facility located in Taiwan and the offer of an early retirement program to certain U.S. employees dated May 22, 2006.

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/ David B. Rayburn

David B. Rayburn

President and Chief Executive Officer

By: /s/ Dean R. Zakos

Dean R. Zakos

Vice President, General Counsel and

Secretary

Date: May 23, 2006

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release announcing plans to close its facility located in Taiwan and the offer of an early retirement program to certain U.S. employees dated May 22, 2006.

EX-99.1

Exhibit 99.1

NEWS RELEASE

For Immediate Release

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

Media Contact: Lori Stafford 262-636-1001l.stafford@na.modine.com

Modine Announces Next Steps of Global Repositioning Program - Plans to Close Taiwan Facility and Offers Enhanced Early Retirement Program to U.S. Salaried Employees

Racine, WI, May 22, 2006 - Modine Manufacturing Company (NYSE: MOD), a global leader in designing and developing heating and cooling solutions for a diversified group of markets, announced today that it has taken further critical steps in its program to reposition the company. The result of the repositioning program is to ensure the company extends its technology leadership in a cost competitive manner to win additional business and grow worldwide market share.

First, the company is announcing the closure of its Taiwan facility, which manufactures heat pipes for the personal computer and laptop markets. Approximately 200 employees will be affected by the action that should be completed within three months. The company expects to take an approximate $4.0 million pre-tax charge in the first half of its 2007 fiscal year.

David B. Rayburn, Modine’s President and Chief Executive Officer said, “Our announcements today are our next steps to lay the groundwork for our future success. The decision to close facilities -- such as our operation in Taiwan -- is never made lightly. However, it has not been made without careful consideration and attention to our plans to serve the electronics cooling market. We’ve made the difficult decision to close the facility so that we may focus management attention and manufacturing assets to better serve the advanced thermal solutions segment of the electronics cooling market. This increased focus will go far to drive new business wins in this growing market.”

Additionally, the company is offering a voluntary enhanced early retirement program to certain U.S. salaried employees. The program is being offered to approximately 200 employees in the U.S., whose retirement times would extend from August 2006 through March 2007. Charges for this program will be recorded over the remaining service periods for those employees who choose to participate in the program.

On the early retirement initiative, Mr. Rayburn added, “This program is designed to offer certain incentives to employees who may choose to retire prior to their previously planned dates. Those who are receiving an offer today will have time to decide whether they are interested in accepting our incentives, and we will work together to schedule appropriate times for them to retire over the next 9 months after they have made their decisions. While we will miss the important contributions those employees accepting this offer have made to our past success, this is an important step supporting the next chapter of our growth and diversification efforts.”

He added, “Our recent repositioning announcements, as well as those to come, will go far to support our goals. By successfully reaching those goals and by improving our cost structure, we will increase our ability to win new business and better serve our current customers. Repositioning today ensures we will be a stronger company tomorrow.”

Founded in 1916, with projected fiscal 2006 revenues from continuing operations of approximately $1.6 billion, 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, and air conditioning) equipment, industrial equipment, refrigeration systems, fuel cells, and electronics. Based in Racine, Wisconsin, the company has more than 8,200 employees at 34 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, 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. Specifically, this news release contains forward-looking statements regarding the benefits of Modine’s cost savings plans. These forward-looking statements are particularly subject to a number of risks and uncertainties, including the company’s ability to successfully move the manufacturing operations now conducted in Taiwan to China, the achievement of production of quality parts in China, the achievement of actual savings from the voluntary retirement program, the rejection of the program by Modine’s salaried employees, the need to fill some positions that may be vacated by early retirees, international economic changes and challenges; continued market acceptance and demand for the acquired business’s products and technologies, achievement and adherence to product quality standards equivalent to those experienced by the company in its current manufacturing facilities, achieve anticipated synergies and efficiencies and maximize the anticipated benefits of manufacture in a lower-cost country. Modine does not assume any obligation to update any of these forward-looking statements.

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