MANITOWOC CO INC — Director's Dealing 2006

Aug 17, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MANITOWOC CO INC (MTW)
CIK: 0000061986
Period of Report: 2006-08-15

Reporting Person: Nolden Dean J (VP of Finance and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-08-15	Common Stock	M	6000	$17.45	Acquired	11010	Direct
2006-08-15	Common Stock	S	6000	$42.2332	Disposed	5010	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-08-15	Emp StockOption (right to buy)	$17.45	M	6000	Disposed	2012-02-21	Common Stock (6000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock RSVP 401k Plan	3046.612	Indirect

Footnotes

F4: On April 10, 2006, the common stock of The Manitowoc Company, Inc. split 2-for-1. This balance reflects that split.

F1: On April 10, 2006, the common stock of The Manitowoc Company, Inc. split 2-for-1. These options were previously reported as covering 3,000 shares at an exercise price of $34.90 per share, but were adjusted to reflect the stock split on April 10, 2006.

F3: On April 10, 2006, the common stock of The Manitowoc Company, Inc. split 2-for 1. This number consists of shares held under the Company's 401(k) plan (The Manitowoc Company, Inc. RSVP Profit Sharing Plan), including 287.8688 shares (split adjusted) 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 and previously reported as 1,523.3060 shares (including 143.9344 shares acquired in transactions occurring between 12/31/04 and 12/31/05), but was adjusted to reflect the stock split on April 10, 2006. 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.

F2: Average price of shares sold, with the sale ranging from $42.23 to $42.42