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: GROWCOCK TERRY D (Director, Chairman of the Board and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-03	Common Stock	A	16100	$52.2	Acquired	149917.8446	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	115700	Acquired	2016-05-03	Common Stock (115700)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4108.002	Indirect

Footnotes

F1: Includes amount and price of shares acquired in exempt transactions pursuant to a Shareholder Dividend Reinvestment Plan.

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 18.9944 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 2,054.0010 shares (including 9.4972 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 vested in 25% increments beginning on date indicated.

F2: 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 66,908.9223 shares.

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