MANITOWOC CO INC — Director's Dealing 2006

May 4, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MANITOWOC CO INC (MTW)
CIK: 0000061986
Period of Report: 2006-05-02

Reporting Person: KRAUS TIMOTHY J (President Foodservice Group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-02	Common Stock	I	28880.3573	$49.0921	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	45132.1342	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 22,566.0671 shares.

F2: On April 10, 2006, the common stock of The Manitowoc Company, Inc. split 2-for-1. The reporting person previously reported 14,441.834 shares held under the Company's 401(k) plan (The Manitowoc Company, Inc. RSVP Profit Sharing Plan), which was based on a statement dated as of December 31, 2005. As a result of the stock split on April 10, 2006, this number was adjusted to 28,883.668, subject to dividends, plan maintenance fees, and other plan adjustments. From time to time, the plan administrator collects maintenance fees and makes other adjustments related to the RSVP plan, which may result in the number of shares held by the RSVP plan declining by a marginal amount. Additionally, as the Company declares dividends from time to time, plan assets increase. Accordingly, on May 1, 2006, the reporting person's plan balance was 28,880.3573. As of May 2, 2006, the reporting person disposed of all shares of common stock of Company held for him under the Company's RSVP plan.