MANITOWOC CO INC — Director's Dealing 2009

Feb 26, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MANITOWOC CO INC (MTW)
CIK: 0000061986
Period of Report: 2009-02-24

Reporting Person: MUSIAL THOMAS G (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-02-24	Common Stock	A	10200	$4.41	Acquired	104242.5046	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-24	022103EmpStockOption (rtb)	$4.41	A	74100	Acquired	2013-02-21	Common Stock (74100)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20804.563	Indirect

Footnotes

F1: TM - 2008 - Consists of shares held under the Company's 401(K) plan, (The Manitowoc Company, Inc. RSVP Profit Sharing Plan), including 57.304 shares acquired in transactions ocurring between 12/31/07 and 12/31/08, which are exempt from Section 16(b) pursuant to Rule16b-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 12/31/08. 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 in 25% increments annually beginning on date indicated.