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: MUSIAL THOMAS G (Sr. VP Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-02-15	Common Stock	A	2700	$39.13	Acquired	106007.7473	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	17900	Acquired	2018-02-15	Common Stock (17900)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20735.4164	Indirect

Footnotes

F1: On September 10, 2007, the common stock of The Manitowoc Company, Inc. split 2-for-1. This number consists of shares held under the Company's 401(k) plan (The Manitowoc Company, Inc. RSVP Profit Sharing Plan), including 33.7364 shares (split-adjusted) acquired in transactions occurring between 12/31/05 and 12/31/06, 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 12/31/06 and previously reported as 10,367.7082 shares, but has been adjusted to reflect the stock split on September 10, 2007. 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.