MANITOWOC CO INC — Director's Dealing 2006

Feb 2, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MANITOWOC CO INC (MTW)
CIK: 0000061986
Period of Report: 2006-01-31

Reporting Person: GROWCOCK TERRY D (Director, Chairman of the Board and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-01-31	Common Stock	M	10000	$19.5	Acquired	78286.8993	Direct
2006-01-31	Common Stock	S	10000	$66.1173	Disposed	68286.8993	Direct
2006-02-01	Common Stock	M	10000	$19.5	Acquired	78286.8993	Direct
2006-02-01	Common Stock	S	10000	$66.8576	Disposed	68286.8993	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-01-31	Emp StockOption (right to buy)	$19.5	M	10000	Disposed	2010-10-17	Common Stock (10000)	Direct
2006-02-01	Emp StockOption (right to buy)	$19.5	M	10000	Disposed	2010-10-17	Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2054.001	Indirect

Footnotes

F2: Average price of shares sold, with the sale ranging from $65.88 to $66.38.

F1: Includes amount and price of shares acquired in exempt transactions pursuant to a Shareholder Dividend Reinvestment Plan.

F4: Consists of shares held under the Company's 401(k) plan, The Manitowoc Company, Inc. RSVP Profit Sharing Plan, including 9.4972 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.

F3: Average price of shares sold, with the sale ranging from $66.65 to $67.20.