EXHIBIT 99(a)
                                       
                       IMPORTANT FACTORS AND ASSUMPTIONS
                     REGARDING FORWARD-LOOKING STATEMENTS
                                       
These cautionary statements are being made pursuant to the provisions
of the Private Securities Litigation Reform Act of 1995 and with the
intention of obtaining the benefits of the "safe harbor" provisions
of the Act.  Investors are cautioned that any forward-looking
statements made by Modine are not guarantees of future performance
and that actual results may differ materially from those in the
forward-looking statements as a result of various factors, including:
customers' integration of products currently being supplied by the
Company; the success of Modine or its competitors in obtaining the
business of the customer base; the ability to pass on increased costs
to customers; variations in currency-exchange rates in view of a
large portion of the Company's business being non-domestic; the
impact of year 2000 compliance by the Company or those entities with
which the Company does business; labor relations at Modine, its
customers, and its suppliers, which may affect the continuous supply
of product; and the ability to improve acquisitions' operations.

In making statements about Modine's fiscal-1999 operating results,
management has assumed relatively stable economic conditions in the 
United States and worldwide, no unanticipated swings in the business 
cycles affecting customer industries, and a reasonable legislative and 
regulatory climate in those countries where Modine does business.

Readers are cautioned not to place undue reliance on Modine's forward-
looking statements, which speak only as of the date such statements 
are made.