EXHIBIT 4(b)(i)





                MODINE MANUFACTURING COMPANY

                             AND

             THE FIRST NATIONAL BANK OF CHICAGO

                        Rights Agent

                     Amendment Number 1
                     ------------------

                             to

                      Rights Agreement

                Dated as of October 15, 1986







































                      RIGHTS AGREEMENT
                      ----------------

                     Amendment Number 1
                     ------------------




     This Amendment, when executed, shall constitute a valid
and binding amendment to that certain Rights Agreement dated
as of October 15, 1986 by and between Modine Manufacturing
Company, a Wisconsin corporation (the "Company"), and The
First National Bank of Chicago, a national banking
association (the "Rights Agent").

                          Recitals

     A.  The Rights Agreement provides that the Company and
the Rights Agent may supplement or amend the Rights
Agreement from time to time.

     B.  The Rights Agent has consolidated all of its
shareholder services, including the services contemplated by
the Rights Agreement, in one business unit known as "First
Chicago Trust Company of New York."

     C.  The Company and the Rights Agent desire to amend
the Rights Agreement in accordance with the terms of this
Amendment.

                          Agreement


     1.  In consideration of the Recitals and other good and
valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Company and the Rights Agent
agree, pursuant to the provisions set forth in the Rights
Agreement, to amend the Rights Agreement as follows:

     2.  The Rights Agreement is amended by substituting,
where applicable, "First Chicago Trust Company of New York"
in place of "The First National Bank of Chicago" as the
Rights Agent.

     3.  This Amendment shall be effective as of January 18,
1995.

     4.  The Company and the Rights Agent agree that all
other terms, provisions, covenants, or restrictions of the
Rights Agreement, to the extent not inconsistent with this
Amendment, shall remain unchanged and in full force and
effect.

     5.  Capitalized terms which are not defined in this
Amendment have the meanings given such terms in the Rights
Agreement.


     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and their respective corporate
seals to be hereunto affixed and attested, as of the
effective date hereof.

(SEAL)
                              MODINE MANUFACTURING COMPANY

Attest:

By   W. E. PAVLICK            By   R. T. SAVAGE
   ----------------------        --------------------------
   Title:  Secretary             Title:  President and
                                         Chief Executive
                                         Officer
(SEAL)
                              FIRST CHICAGO TRUST COMPANY OF
                              NEW YORK

Attest:

By s/M. Phalen                By    s/L. Woods
  ----------------------        ---------------------------
   Title: Vice President        Title: Vice President


































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