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: HERRE ROBERT P (President, Manitowoc Marine Gr)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-03	Common Stock	A	1900	$52.2	Acquired	5300	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	13300	Acquired	2016-05-03	Common Stock (13300)	Direct

Footnotes

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 1,700 shares.

F3: Options vest in 25% increments annually beginning on date indicated.

F2: Options granted under The Manitowoc Company, Inc. 2003 Incentive Stock and Awards Plan.