MANITOWOC CO INC — Director's Dealing 2006

May 10, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MANITOWOC CO INC (MTW)
CIK: 0000061986
Period of Report: 2006-05-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-08	Common Stock	M	9043	$15.2709	Acquired	59968.6808	Direct
2006-05-08	Common Stock	S	9043	$54.0213	Disposed	50925.6808	Direct
2006-05-09	Common Stock	M	12263	$12.7917	Acquired	63188.6808	Direct
2006-05-09	Common Stock	S	12263	$55.0236	Disposed	50925.6808	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-05-08	Emp StockOption (right to buy)	$15.2709	M	9043	Disposed	2008-05-05	Common Stock (9043)	Direct
2006-05-09	Emp StockOption (right to buy)	$12.7917	M	12263	Disposed	2009-02-16	Common Stock (12263)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10350.84	Indirect

Footnotes

F2: On April 10, 2006, the common stock of The Manitowoc Company, Inc. split 2-for-1. This balance reflects that split.

F3: Includes amount and price of shares acquired in exempt transactions pursuant to a Shareholder Dividend Reinvestment Plan.

F1: On April 10, 2006, the common stock of The Manitowoc Company, Inc. split 2-for-1. These options were previously reported as covering 4,521.5 shares at an exercise price of $30.5418 per share, but were adjusted to reflect the stock split on April 10, 2006.

F6: Average price of shares sold, with the sale ranging from $55.00 to $55.24.

F7: 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 47.859 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 was previously reported as 5,175.42 shares (including 23.9295 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 the RSVP plan declining by a marginal amount.

F5: On April 10, 2006, the common stock of The Manitowoc Company, Inc. split 2-for-1. These options were previously reported as covering 6,131.5 shares at an exercise price of $25.5834 per share, but were adjusted to reflect the stock split on April 10, 2006.

F4: Average price of shares sold, with the sale ranging from $54.00 to $54.06