MANITOWOC CO INC — Director's Dealing 2006

May 2, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MANITOWOC CO INC (MTW)
CIK: 0000061986
Period of Report: 2006-04-27

Reporting Person: JONES MAURICE D (Sr.V.P., Gen Counsel and Sect.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-04-27	Common Stock	M	51200	$9.75	Acquired	64007.7888	Direct
2006-04-27	Common Stock	S	51200	$51.2868	Disposed	12807.7888	Direct
2006-04-28	Common Stock	M	12400	$9.75	Acquired	25207.7888	Direct
2006-04-28	Common Stock	A	20.0345	$50.17	Acquired	25227.8233	Direct
2006-04-28	Common Stock	S	12400	$50.0008	Disposed	12827.8233	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-04-27	Emp StockOption (right to buy)	$9.75	M	51200	Disposed	2010-10-17	Common Stock (51200)	Direct
2006-04-28	Emp StockOption (right to buy)	$9.75	M	12400	Disposed	2010-10-17	Common Stock (12400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1705.108	Indirect

Footnotes

F5: Average price of shares sold, with the sale ranging from $50.00 to $50.02.

F6: 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 194.2336 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 852.554 shares (including 97.1168 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.

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 6403.8944 shares.

F1: On April 10, 2006, the common stock of The Manitowoc Company, Inc. split 2-for-1. These options were previously reported as covering 25,600 shares at an exercise price of $19.50 per share, but were adjusted to reflect the stock split on April 10, 2006.

F4: On April 10, 2006, the common stock of The Manitowoc Company, Inc. split 2-for-1. These options were previously reported as covering 6,200 shares at an exercise price of $19.50 per share, but were adjusted to reflect the stock split on April 10, 2006.

F7: On April 10, 2006, the common stock of The Manitowoc Company, Inc. split 2-for-1. This balance reflects that split.

F3: Average price of shares sold, with the sale ranging from $51.00 to $51.68.