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: PACKARD JAMES L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-03	Common Stock	A	1800	$52.2	Acquired	20180.6136	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-05-03	DirectorStkOptn(right to buy)	$52.2	A	4400	Acquired	2016-05-03	Common Stock (4400)	Direct

Footnotes

F3: Options vest immediately upon granting.

F2: Option granted under The Manitowoc Company, Inc. 2004 Non-Employee Director Stock and Awards Plan.

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 9,190.2627 shares.