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," "plan," or similar expressions
are used, these words indicate forward-looking statements.  These
statements are not guarantees of future performance and involve
known 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
cyclical nature of the vehicular industry, 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 and international economic conditions. Modine does not
assume any obligation to update any of these forward-looking
statements.

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