MANITOWOC CO INC — Director's Dealing 2008

Feb 20, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MANITOWOC CO INC (MTW)
CIK: 0000061986
Period of Report: 2008-02-15

Reporting Person: TELLOCK GLEN E (President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-02-15	Common Stock	A	9500	$39.13	Acquired	83365.8706	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-02-15	Emp StockOption (right to buy)	$39.13	A	63400	Acquired	2018-02-15	Common Stock (63400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	600	Indirect
Common Stock	17139.8706	Indirect

Footnotes

F1: This number 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 occurring 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: Options granted under The Manitowoc Company, Inc. 2003 Incentive Stock and Awards Plan.

F3: Options vest annually in 25% increments beginning on date indicated.