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: STIFT ROBERT C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-04-27	Common Stock	M	3000	$12.625	Acquired	20198.2492	Direct
2006-04-27	Common Stock	M	6000	$12.7917	Acquired	26198.2492	Direct
2006-04-27	Common Stock	S	9000	$50.9103	Disposed	17198.2492	Direct
2006-04-28	Common Stock	A	0.0728	$50.17	Acquired	17198.322	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-04-27	DirectorStkOptn(right to buy)	$12.625	M	3000	Disposed	2010-02-15	Common Stock (3000)	Direct
2006-04-27	DirectorStkOptn(right to buy)	$12.7917	M	6000	Disposed	2009-02-16	Common Stock (6000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3000	Indirect

Footnotes

F1: On April 10, 2006, the common stock of The Manitowoc Company, Inc. split 2-for-1. These options were previously reported as covering 1,500 shares at an exercise price of $25.25 per share, but were adjusted to reflect the stock split on April 10, 2006.

F3: On April 10, 2006, the common stock of The Manitowoc Company, Inc. split 2-for-1. These options were previously reported as covering 3,000 shares at an exercise price of $25.5833 per share, but were adjusted to reflect the stock split on April 10, 2006.

F2: On April 10, 2006, the common stock of The Manitowoc Company, Inc. spllit 2-for-1, resulting in the reporting person's ownership of an additional 8,599.1246 shares.

F4: On April 10, 2006 the common stock of The Manitowoc Company, Inc. split 2-for-1, resulting in the reporting person's wife owning an additional 1,500 shares.