MANITOWOC CO INC — Director's Dealing 2006

May 5, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MANITOWOC CO INC (MTW)
CIK: 0000061986
Period of Report: 2006-05-03

Reporting Person: LAURINO CARL J (Sr. VP CFO and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-03	Common Stock	A	3300	$52.2	Acquired	15662.1278	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-05-03	Emp StockOption (right to buy)	$52.2	A	23600	Acquired	2016-05-03	Common Stock (23600)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	600	Indirect
Common Stock	8772.5	Indirect

Footnotes

F2: On April 10, 2006, the common stock of The Manitowoc Company, Inc. split 2-for-1, resulting in the reporting person's wife owning an additional 300 shares.

F1: On April 10, 2006, the common stock of The Manitowoc Company, Inc. split 2-for-1 resulting in the reporting person's ownership of an additional 6,179.9980 shares.

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 1,008.8142 shares (split-adjusted) acquired in transactions occuring 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 4,386.25 shares (including 504.4071 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.

F5: Options vest in 25% increments annually beginning on date indicated.

F4: Options granted under The Manitowoc Company, Inc. 2003 Incentive Stock and Awards Plan.