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MANITOWOC CO INC Director's Dealing 2006

Mar 8, 2006

33159_dirs_2006-03-08_6c399a8e-af4c-43a4-8f42-57797c2a4c48.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MANITOWOC CO INC (MTW)
CIK: 0000061986
Period of Report: 2006-03-06

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
2006-03-06 Common Stock M 6874 $25.25 Acquired 13066.587 Direct
2006-03-06 Common Stock M 3000 $25.5833 Acquired 16066.587 Direct
2006-03-06 Common Stock S 9874 $77.3076 Disposed 6192.587 Direct
2006-03-07 Common Stock M 174 $19.5 Acquired 6366.587 Direct
2006-03-07 Common Stock M 2126 $25.25 Acquired 8492.587 Direct
2006-03-07 Common Stock S 2300 $75.0548 Disposed 6192.587 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2006-03-06 Emp StockOption (right to buy) $25.25 M 6874 Disposed 2010-02-15 Common Stock (6874) Direct
2006-03-06 Emp StockOption (right to buy) $25.5833 M 3000 Disposed 2009-07-19 Common Stock (3000) Direct
2006-03-07 Emp StockOption (right to buy) $19.5 M 174 Disposed 2010-10-17 Common Stock (174) Direct
2006-03-07 Emp StockOption (right to buy) $25.25 M 2126 Disposed 2010-02-15 Common Stock (2126) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 852.554 Indirect

Footnotes

F1: Average price of shares sold, with the sale ranging from $77.00 to $77.66.

F2: Average price of shares sold, with the sale ranging from $75.00 to $75.25.

F3: Consists of shares held under the Company's 401(k) plan, The Manitowoc Company, Inc. RSVP Profit Sharing Plan, including 97.1168 shares acquired in transactions occurring 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. 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.