MANITOWOC CO INC — Director's Dealing 2006

Oct 18, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MANITOWOC CO INC (MTW)
CIK: 0000061986
Period of Report: 2006-10-16

Reporting Person: GROWCOCK TERRY D (Director, Chairman of the Board and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-10-16	Common Stock	M	20000	$12.615	Acquired	170261.333	Direct
2006-10-16	Common Stock	S	20000	$52.4814	Disposed	150261.333	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-10-16	Emp StockOption (right to buy)	$12.615	M	20000	Disposed	2012-10-15	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4108.002	Indirect

Footnotes

F1: Includes amount and price of shares acquired in exempt transactions pursuant to a Shareholder Dividend Reinvestment Plan.

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: Average price of shares sold. Sale prices ranged from a low of $52.41 to a high of $52.65.