MANITOWOC CO INC — Director's Dealing 2008

Feb 8, 2008

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: MANITOWOC CO INC (MTW)
CIK: 0000061986
Period of Report: 2007-12-31

Reporting Person: TELLOCK GLEN E (President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-03-21	Common Stock	A	2.9721	$30.6182	Acquired	73865.8706	Direct
2007-12-31	Common Stock	A	9.7832	—	Acquired	17139.8706	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	600	Indirect

Footnotes

F2: 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.

F1: Includes amount and price of shares acquired in exempt transactions pursuant to a Shareholder Dividend Reinvestment Plan.