MANITOWOC CO INC — Director's Dealing 2008

May 15, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MANITOWOC CO INC (MTW)
CIK: 0000061986
Period of Report: 2008-05-13

Reporting Person: TELLOCK GLEN E (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-05-13	Common Stock	M	20000	$6.3075	Acquired	103409.3192	Direct
2008-05-13	Common Stock	S	20000	$42.6084	Disposed	83409.3192	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-05-13	101502EmpStockOption (rtb)	$6.3075	M	20000	Disposed	2012-10-15	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	600	Indirect
Common Stock	17139.8706	Indirect

Footnotes

F1: Consists of shares held under the company's 401(k) plan, (The Manitowoc Company, Inc. RSVP Profit Sharing Plan), including 9.7832 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: Transaction made pursuant to Rule 10b5-1 plan.

F3: On April 10, 2006, and again on September 10, 2007, the common stock of The Manitowoc Company, Inc. split 2-for-1. These options were previously reported as covering 100,000 shares at an exercise price of $25.23 per share, but were adjusted to reflect the stock splits on April 10, 2006 and September 10, 2007

F4: Transaction made pursuant to Rule 10b5-1 plan.

F5: On April 10, 2006 and again on September 10, 2007, the common stock of The Manitowoc Company, Inc. split 2-for-1. These options were previously reported as covering 100,000 shares at an exercise price of $25.23 per share, but were adjusted to reflect the stock splits on April 10, 2006 and September 10, 2007.

F6: Transaction made pursuant to Rule 10b5-1 plan.

F7: Average price of shares sold, with the sale ranging from $42.50 to $42.84.