MANITOWOC CO INC — Director's Dealing 2006

Oct 27, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MANITOWOC CO INC (MTW)
CIK: 0000061986
Period of Report: 2006-10-26

Reporting Person: MCCLOSKEY DENNIS E (VP, Global Procurement)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-10-26	Common Stock	M	22500	$12.615	Acquired	28274.4312	Direct
2006-10-26	Common Stock	S	22500	$52.925	Disposed	5774.4312	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-10-26	Emp StockOption (right to buy)	$12.615	M	22500	Disposed	2012-10-15	Common Stock (22500)	Direct

Footnotes

F1: Includes amount and purchase price of common stock units acquired in an exempt transaction pursuant to dividend reinvestment provisions of the Deferred Compensation Plan.

F2: Average price of shares sold. Sale prices ranged from a low of $52.75 to a high of $53.10.