MANITOWOC CO INC — Director's Dealing 2009

Feb 10, 2009

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: MANITOWOC CO INC (MTW)
CIK: 0000061986
Period of Report: 2008-12-31

Reporting Person: GROWCOCK TERRY D (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-09-16	Common Stock	A	32.7665	$19.6808	Acquired	265591.5801	Direct
2008-12-31	Common Stock	A	22.7457	—	Acquired	8256.8395	Indirect

Footnotes

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

F2: Consists of shares held under the Company's 401(K) plan, (The Manitowoc Company, Inc. RSVP Profit Sharing Plan), including 22.7457shares 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.