MANITOWOC CO INC — Director's Dealing 2006

Dec 27, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MANITOWOC CO INC (MTW)
CIK: 0000061986
Period of Report: 2006-12-22

Reporting Person: MUSIAL THOMAS G (Sr. VP Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-12-22	Common Stock	A	0.0068	$58.1636	Acquired	71956.6784	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10350.84	Indirect

Footnotes

F2: Includes amount and purchase price of common stock units acquired in an exempt transaction pursuant to dividend reinvestment provisions of the Deferred Compensation Plan.

F3: Consists of shares held under the Company's 401(k) plan, The Manitowoc Company, Inc. RSVP Profit Sharing Plan, including 23.9295 shares acquired in transactions occurring between 12/31/04 and 12/31/05, which are exempt from Section 16(b) pursuant to Rule 16b-3 and exempt from reporting pursuant to Rule 16a-3(f)(1)(i)(B). The information in this report is based on a plan statement dated as of 12/31/05. From time to time the plan administrator collects maintenance fees related to the RSVP Plan, which may result in the number of shares held by a participant in the RSVP Plan declining by a marginal amount.

F1: This amount reflects a reduction of 0.2327 shares that were sold on December 21, 2006 in an exempt transaction pursuant to the transfer of the reporting person's balance in his dividend reinvestment account to a separate account in the name of the reporting person.