MANITOWOC CO INC — Director's Dealing 2006

Feb 6, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MANITOWOC CO INC (MTW)
CIK: 0000061986
Period of Report: 2006-02-03

Reporting Person: MCCLOSKEY DENNIS E (VP, Global Procurement)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-03	Common Stock	M	1250	$25.25	Acquired	4134.585	Direct
2006-02-03	Common Stock	S	600	$68.81	Disposed	3534.585	Direct
2006-02-03	Common Stock	S	300	$68.82	Disposed	3234.585	Direct
2006-02-03	Common Stock	S	350	$68.88	Disposed	2884.585	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-03	Emp StockOption (right to buy)	$25.25	M	1250	Disposed	2013-11-05	Common Stock (1250)	Direct