MANITOWOC CO INC — Director's Dealing 2008

May 14, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MANITOWOC CO INC (MTW)
CIK: 0000061986
Period of Report: 2008-05-12

Reporting Person: JONES MAURICE D (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-05-12	Common Stock	M	32700	$6.3075	Acquired	71697.6315	Direct
2008-05-12	Common Stock	S	5200	$42.1835	Disposed	66497.6315	Direct
2008-05-12	Common Stock	S	32700	$42.0097	Disposed	33797.6315	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-05-12	101502EmpStockOption (rtb)	$6.3075	M	32700	Disposed	2012-10-15	Common Stock (32700)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3820.4567	Indirect

Footnotes

F1: Consists of shares held under the company's 401(k) plan, (The Manitowoc company, Inc. RSVP Profit Sharing Plan), including 175.4901 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 22,500 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: Average price of shares sold, with the sale ranging from $42.12 to $42.22.

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 22,500 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: 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 22,500 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.

F8: Transaction made pursuant to Rule 10b5-1 plan.

F9: Average price of shares sold, with the sale ranging from $42.00 to $42.11.