EXHIBIT 99

                IMPORTANT FACTORS AND ASSUMPTIONS
              REGARDING FORWARD-LOOKING STATEMENTS

This report contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995 that are subject to risks and uncertainties.  Forward-
looking statements include information concerning future
financial results of Modine.  Also, when words such as "intend,"
"anticipate," "believe," "expect," or "plan," or similar
expressions are used, these words indicate forward-looking
statements.  These statements are not guarantees of future
performance and involve known risks and unknown risks,
uncertainties, and other factors that may cause the actual
results, performance, or achievements to differ materially from
the future results, performance, or achievements expressed or
implied in the forward-looking statements.  These factors include
the ability of Modine to compete for business, the ability of
various customers and suppliers to achieve projected sales and
production levels, the business cycles of our customers, work
stoppages at major customers, competitive pressures on sales and
pricing, increases in production or material costs that cannot be
recouped in product pricing, the ability to improve acquisitions'
operations, successful introduction of new product technologies
in a rapidly changing technological environment, and
international economic conditions. Modine does not assume any
obligation to update any of these forward-looking statements.