MANITOWOC CO INC — Director's Dealing 2008

Dec 15, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MANITOWOC CO INC (MTW)
CIK: 0000061986
Period of Report: 2008-12-12

Reporting Person: GROWCOCK TERRY D (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-12-12	Common Stock	A	110.8736	$9.5172	Acquired	267469.0836	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8234.0938	Indirect

Footnotes

F1: Consists of shares held under the company's 401(k) plan, (The Manitowoc company, Inc. RSVP Profit Sharing Plan), including 4.7104 shares acquired in transactions ocurring between 12/31/06 and 12/31/07, 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 12/31/07. 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: Includes amount and purchase price of shares in exempt transactions pursuant to a Shareholder Dividend Reinvestment Plan.