SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Nolden Dean J

(Last)

(First)

(Middle)

2400 SOUTH 44TH STREET

(Street)

MANITOWOC

54220

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/04/2004

3. Issuer Name and Ticker or Trading Symbol
MANITOWOC CO INC [ MTW ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP of Finance and Controller

5. If Amendment, Date of Original Filed (Month/Day/Year)
05/14/2004

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,305⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Emp StockOption (right to buy)	02/21/2005⁽²⁾	02/21/2013	Common Stock	2,400⁽³⁾	$19.08	D
Emp StockOption (right to buy)	10/17/2002⁽⁴⁾	10/17/2010	Common Stock	3,000⁽³⁾	$19.5	D
Emp StockOption (right to buy)	02/15/2002⁽⁵⁾	02/15/2010	Common Stock	2,400⁽³⁾	$25.25	D
Emp StockOption (right to buy)	02/16/2001⁽⁶⁾	02/16/2009	Common Stock	2,400⁽³⁾	$25.2583	D
Emp StockOption (right to buy)	02/20/2006⁽⁷⁾	02/20/2014	Common Stock	3,000⁽³⁾	$30.16	D
Emp StockOption (right to buy)	02/21/2004⁽⁸⁾	02/21/2012	Common Stock	4,000⁽³⁾	$34.9	D

Explanation of Responses:

1. 405 shares were omitted from the reporting persons original Form 3. This amended Form 3 adds 405 shares to the 450 shares previously reported for a total of 855 shares owned directly by the reporting person.

2. Option vests in 25% increments annually beginning on February 21, 2005.

3. These options were omitted from the reporting persons original Form 3.

4. Option vests in 25% increments annually beginning on October 17, 2002.

5. Option vests in 25% increments annually beginning on February 15, 2002.

6. Option vests in 25% increments annually beginning on February 16, 2001.

7. Option vests in 25% increments annually beginning on February 20, 2006.

8. Option vests in 25% increments anually beginning on February 21, 2004.

	Maurice D. Jones, Power of Attorney	06/03/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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