10-K

         UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                      Washington D.C.  20549





                             FORM 10-K





[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

     SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December 31, 2000



[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES     EXCHANGE ACT OF 1934



For the transition period from     ________  to   ________





Commission File Number 1-11978





                 THE MANITOWOC COMPANY, INC.

   -------------------------------------------------------





    (Exact name of registrant as specified in its charter)





           Wisconsin                        39-0448110

- --------------------------------------------------------------

(State or other jurisdiction of           (I.R.S. Employer

 incorporation or organization)        Identification Number)





  500 South 16th Street, Manitowoc, Wisconsin     54221-0066

- --------------------------------------------------------------

(Address of Principal Executive Offices)           (Zip Code)





Registrant's Telephone Number, Including Area Code:

                          (920) 684-4410





Securities Registered Pursuant to Section 12(b) of the Act:



  Common Stock, $.01 Par Value       New York Stock Exchange

   (Title of Each Class)           (Name of Each Exchange

                                       on Which Registered)



  Common Stock Purchase Rights




Securities Registered Pursuant to Section 12(g) of the Act:





     Indicate by check mark whether the registrant: (1) has

filed all reports required to be filed by Section 13 or 15(d)

of the Securities Exchange Act of 1934 during the preceding 12

months (or for such shorter period that the registrant was

required to file such reports), and (2) has been subject to

such filing requirements for the past 90 days.



                   YES  [ X ]              No  [   ]



     Indicate by check mark if disclosure of delinquent filers

pursuant to Item 405 of Regulation S-K is not contained

herein, and will not be contained, to the best of registrant's

knowledge, in definitive proxy or information statements

incorporated by reference in Part III of this Form 10-K or any

amendment to this Form 10-K.   [ X ]



     The Aggregate Market Value on February 21, 2001, of the

registrant's Common Stock held by non-affiliates of the

registrant was $704,959,684 based on the closing per share

price of $28.60 on that date.





     The number of shares outstanding of the registrant's

Common Stock as of February 21, 2001 the record date for

determining shareholders entitled to vote at the Annual

Meeting as well as the most recent practicable date, were

24,648,940.





DOCUMENTS INCORPORATED BY REFERENCE

- --------------------------------------------------------------




     Portions of registrant's Annual Report to Shareholders

for the year ended December 31, 2000 (the "2000 Annual

Report"), are incorporated by reference into Parts I and II of

this report.  Portions of the registrant's Proxy Statement, to

be prepared and filed for the Annual Meeting of Shareholders,

dated May 1, 2001 (the "2001 Proxy Statement"), are

incorporated by reference in Part III of this report.



     See Index to Exhibits.



                            PART I

                         -----------

Item 1.     Business

          ------------




GENERAL

- ---------------



The Manitowoc Company, Inc. is a Wisconsin corporation which

was founded in 1902.  Its principal office is located at 500

South 16th Street, Manitowoc, Wisconsin, 54221-0066.  The

Manitowoc Company, Inc. (referred to as the "Company" or

"Manitowoc") is a leading manufacturer of engineered capital

goods and support services for selected market segments which

today include Foodservice Equipment, Cranes and Related

Products, and Marine.  The Company is principally engaged in:

1) the design and manufacture of commercial ice machines,

ice/beverage dispensers and refrigeration products for the

foodservice, lodging, convenience store, healthcare and the

soft-drink bottling and dispensing industries; 2) the design

and manufacture of cranes and related products which are used

by the energy, petroleum, chemical, construction, mining and

other industries; and 3) ship-repair, conversion, and new

construction services for commercial and military vessels.











FINANCIAL INFORMATION ABOUT BUSINESS SEGMENTS

- --------------------------------------------------------------


For information relating to the Company's lines of business

and industry segments, see "Management's Discussion and

Analysis of Results of Operations and Financial Condition,"

"Eleven-Year Financial Summary," and Notes 1-15 to

Consolidated Financial Statements on pages 26-31, 32-33, and

38-46, respectively, of the 2000 Annual Report, which are

incorporated herein by reference.





PRODUCTS AND SERVICES

- ----------------------------------------



Foodservice Equipment

- ------------------------------



The Foodservice segment consists of eleven business units that

design, manufacture and market commercial ice-cube machines

and storage bins, ice/beverage dispensers, walk-in

refrigerators and freezers, reach-in refrigerators and

freezers, refrigerated undercounter and food prep tables,

private label residential refrigerators/freezers, post-mix

beverage dispensing valves, cast aluminum cold plates, long

draw beer dispensing systems, compressor racks, modular

refrigeration systems, and backroom beverage equipment

distribution services.  Products are sold under the following

brand names; Manitowoc, Kolpak, McCall, Harford, Koolaire,

SerVend, Flomatic, Multiplex, MBS and RDI.



Manitowoc Ice, Inc. is the largest company within the

Foodservice segment.  Manitowoc Ice machines are manufactured

in a modern, fully-equipped facility located in Manitowoc,

Wisconsin.  Internationally, Manitowoc Ice has manufacturing

facilities in China and Italy along with established

distribution centers in France, Scotland, and the MERCURSOR

trade region.  The Manitowoc Ice product line consists of 22

models of commercial ice-cube machines offering daily output

capacities from 45 pounds (21 kgs.) to 2,000 (908 kgs.) pounds

and feature a patented self-cleaning capability.  The ice

machines are complemented by storage bins, with capacities

from 150 to 950 pounds, and optional accessories such as water

filters and ice baggers.  All units feature patented

technology with environmentally friendly HFC refrigerants.



During 2000, Manitowoc Ice, Inc. launched its first ice

flaker, the Series 800 IB-ice machine, and expanded its

product line for the patented "QuietQube" ice-cube machines,

which feature CVD (cool vapor defrost) technology, operate

heat-free and are 75% quieter than non-CVD units.  These new

"QuiteQube" machines are ideally suited for new restaurants,

which often feature more open designs, and for use with the

self-service beverage systems increasingly found in quick

service restaurants and convenience stores. Manitowoc Ice also

continues to benefit from its Q-Series ice machines. These

models set an industry standard for aesthetic design and

incorporate plastic and stainless steel components for added

durability and corrosion resistance.



The company is also a significant competitor in the market for

commercial walk-in and reach-in refrigerators and freezers.

Kolpak, McCall, and Diversified Refrigeration, Inc., acquired

in 1995, focus on commercial refrigeration products such as

walk-in and reach-in refrigerators/freezers, several types of

food preparation equipment, and private label residential

refrigerators and freezers.



SerVend International, acquired in 1997, offers ice/beverage

dispensers and post-mix dispensing valves for quick-service

restaurants, convenience stores, and the soft drink industry.

In 2000, SerVend broadened its market by introducing a line of

counter-electric beverage dispensers.



On February 17, 2000, the company acquired Beverage Equipment

Supply Company (BESCO), a leading wholesale distributor of

beverage dispensing equipment.  BESCO has been integrated into

the Company's Manitowoc Beverage Systems (MBS) operation.

BESCO serves 14 states primarily in the Midwest, is located in

Holland, Ohio, and has a warehouse facility in Lombard,

Illinois.  BESCO represents more than 50 different equipment

manufacturers with products ranging from beverage dispensing

equipment and systems to draft beer-dispensing systems.



On March 31, 2000, the company acquired Multiplex Company,

Inc. (Multiplex).  Multiplex is headquartered in St. Louis,

Missouri where its production facility is located and has

operations in Frankfurt, Germany and Glasgow, U.K.   Multiplex

manufactures soft drink and beer dispensing equipment as well

as water purification systems and supplies leading quick-

service restaurants, convenience stores, and movie theatres.

In addition, Multiplex designs and builds custom applications

to meet the needs of customers with requirements that cannot

be met by conventional dispensing equipment.



On April 7, 2000, the company acquired Harford Duracool, LLC

(Harford), a leading manufacturer of walk-in refrigerators and

freezers.  Harford maintains a manufacturing facility in

Aberdeen, Maryland.  Harford's primary distribution channels

are foodservice equipment dealers and commercial refrigeration

distributors.  Harford's products range in size from 200 to

60,000 cubic feet.  Harford also manufactures a line of

modular, temperature-controlled structures for other niche

markets.





On July 27, 2000, the Company acquired the remaining 31.3

percent of Hangzhou Manitowoc Wanhua Refrigeration Co., its

Chinese joint venture, from the company's partner, Hangzhou

Household Appliance Industrial Corporation.  Manitowoc

Hangzhou Refrigeration manufactures the "QM" series ice

machines for Manitowoc and the Chinese market.  The QM series

produces a lower capacity of ice per day.  It was developed to

meet the needs of customers in overseas markets that do not

require the high daily outputs of the standard ice making

models.  In addition, the operation serves Southeast Asia and

exports product to the Middle East, Europe, and North America.



On April 9, 1999, the Company completed the acquisition of

Kyees Aluminum, Inc., a leading supplier of cooling components

for the major suppliers of fountain soft-drink beverage

dispensers. Kyees is a technology leader in manufacturing

aluminum cold plates, a key component used to chill soft-drink

beverages in dispensing equipment.



On January 11, 1999, the Company completed its acquisition of

Purchasing Support Group (PSG), renamed Manitowoc Beverage

Sytems (MBS).  MBS is a systems

integrator, with nationwide distribution of backroom equipment

and support system components. It serves the beverage needs of

restaurants, convenience stores and other outlets. MBS

operates in the Northeast and Atlantic Coast regions, as well

as in portions of Arizona, California, Florida, Georgia,

Nevada, and Texas. This acquisition has improved the

distribution of Manitowoc's beverage dispensing equipment and

opened new markets.



The Foodservice Equipment business segment sales are made from

the Company's inventory and sold worldwide through independent

wholesale distributors, chain accounts, and government

agencies.  The distribution network now extends to 80

distributors in 70 countries within Western Europe, the Far

East, the Middle East, the Near East, Latin America, North

America, the Caribbean, and Africa.  In 2000, the addition of

Multiplex has enabled the Company to increase sales of ice and

refrigerated foodservice equipment in Europe.



Since sales are made from the Company's inventory, orders are

generally filled within 24 to 48 hours. The backlog for

unfilled orders for Foodservice Equipment at December 31, 2000

and 1999 was not significant.





Cranes and Related Products

- -------------------------------------



The Crane segment consists of four business units that design

and manufacture a diversified line of crawler- and truck-

mounted lattice-boom cranes, hydraulically powered telescopic

boom trucks, rough-terrain forklifts, and material handling

equipment, which are sold under the "Manitowoc" brand name for

use by the energy, petroleum, chemical, construction, mining,

and other industries. Many of the Company's customers purchase

one crane together with several options to permit use of the

crane in various lifting applications and other operations.

Various crane models combined with available options have

lifting capacities ranging from approximately 10 to 1,400 U.S.

tons and excavating capacities ranging from 3 to 15 cubic

yards. The Company also specializes in crane rebuilding and

remanufacturing services, aftermarket replacement parts for

cranes and excavators and industrial repair and rebuilding

services for metal forming, scrapyard and recycling equipment,

which are sold under the "Femco" name.



In 2000, Manitowoc Cranes introduced the Model 999 lattice-

boom crane, which meets the international three-meter shipping

standard.  Its lifting capacity is 275 tons and can be

transported on any major highway in Europe or North America.

The 999 was the most popular new crane introduction in the

company's history as more than 80 units were sold in the first

seven months on the market.



During 2000, Manitowoc Cranes continued to benefit from the

Model 21000, a 1,000-ton capacity crawler crane that features

the "Octa-trac" crawler system - four sets of dual crawlers

minimizing ground bearing pressure and simplifying

transportation.  In addition to delivering exceptional lifting

capacity, the 21000 also provides superior high-reach

capability and can be trucked to a job site, assembled and

ready to work in just 20 hours.  Also during 2000, Manitowoc

Cranes continued to expanded its product line by introducing

two MAX-ER attachments that enhance the lifting capacity of

the Model 2250 and 21000.



On January 14, 2000, the Company, through a wholly-owned

subsidiary, acquired certain assets of Pioneer Holdings LLC

(Pioneer), a manufacturer of hydraulic boom trucks, from its

parent company Mega Manufacturing.  Pioneer produces five

models of boom trucks with varying lifting capacities sold

under the Pioneer brand name.  Pioneer cranes feature an

innovative X-type outrigger system that provides 360-degree

stability and 500-degree rotation capability without any

reduction in lifting capacity.



Following the acquisition of Pioneer, the Company rebranded

and rationalized the three boom truck product lines, Manitex,

USTC, and Pioneer under the Manitowoc brand name.  Manitowoc

now offers 48 different models of boom trucks, on four

different platforms.


Femco Machine Co., acquired in 1994, is a manufacturer of

parts for cranes, draglines, and other heavy equipment.  Femco

is located in Punxsutawney, Pennsylvania and Pompano Beach,

Florida.



Manitowoc Re-Manufacturing, located in Bauxite, Arkansas,

along with Femco, form the Aftermarket Group.

These companies rebuild and remanufacture used cranes,

including both Manitowoc and non-Manitowoc units, for owners

who want to add value to their existing cranes.  The companies

also produce replacement parts for cranes and excavators and

perform industrial repair and rebuilding services for metal

forming scrapyard and recycling equipment.  Femco's existing

South Florida operation is ideally positioned to serve the

large Latin American market where used the utilization of used

cranes is very prevalent.



The Company's cranes and related products are sold throughout

North America and foreign countries by independent

distributors, and by Company-owned sales subsidiaries located

in Mokena, Illinois and Northampton, England.  Distributors

generally do not carry inventories of new cranes, except for

the smaller truck cranes.  Most distributors maintain service

facilities and inventories of replacement parts.  Company-

employed service representatives usually assist customers in

the initial set-up of new cranes.


The Company does not generally provide financing for either

its independent distributors or their customers; however,

dealers frequently assist customers in arranging financing and

may accept used cranes as partial payment on the sale of new

cranes.



See Note 14 to Consolidated Financial Statements on page 45 of

the 2000 Annual Report with respect to export sales, which is

incorporated herein by reference.  Such sales are usually made

to the Company's foreign subsidiaries or independent

distributors, in addition to sales made to domestic customers

for foreign delivery.  Foreign sales are made on letter-of-

credit or similar terms.



The year-end backlog of crane products includes orders, which

have been placed on a production schedule, and those orders,

which the Company has accepted and which are expected to be

shipped and billed during the next year.  The backlog of

unfilled orders for cranes and related products at December

31, 2000 approximated $93.4 million, as compared with $136.0

million a year earlier. The decrease is primarily due to

reduced lead times and increased operations throughput as the

Company has implemented flexible manufacturing processes and

improved efficiencies.  As a result, order rates are a better

indicator of business strength than traditional backlog

numbers.





Marine

- ---------



The Marine segment consists of four business units made up of

Bay Shipbuilding Co., Toledo Shiprepair Co., Cleveland

Shiprepair Co., and Marinette Marine Corporation.  These

facilities dry-dock and service commercial vessels of all

sizes, including 1,000-foot super carriers, the largest

vessels sailing the Great Lakes, and construct commercial,

military and research vessels.  The Marine segment's

capabilities include planned and emergency maintenance, vessel

inspections, five-year surveys, construction, conversions,

repowering, and retrofitting plus repair service for hulls,

turbines, boilers, propulsion systems and automated

cargo/ballasting systems.  To reduce seasonality, the Marine

Group performs non-marine industrial repair during the summer

months.



On November 20, 2000, the Company purchased all of the issued

and outstanding shares of MMC Acquisition Co., the parent

of Marinette Marine Corporation.  Marinette Marine, located in

Marinette, Wisconsin, operates one of the largest shipyards on

the U.S. Great Lakes.  Marinette features complete in-house

capabilities for all shipbuilding disciplines and is currently

under contract to build a series of ocean-going buoy tenders

for the United States Coast Guard.  The combination of

Marinette Marine with Manitowoc Marine Group creates the

largest and most-comprehensive shipbuilding and ship-repair

organization on the U.S. Great Lakes.



During 2000, the S/R New York (formerly named the Seneca),

built by Bay Shipbuilding, was brought into service.  This 504

foot ocean-going tank barge, built for ExxonMobil, includes a

twin-hull and a 140,000-barrel capacity.  The barge will haul

grade A refined petroleum products, including gasoline, jet

fuel, and distillates, to major metropolitan markets along the

Eastern Seaboard and Hudson River.



A 5,000-cubic-meter hopper dredge is being built for Great

Lakes Dredge & Dock, with anticipated delivery in the fall of

2001.  This highly automated and self-propelled ship will

incorporate bottom dump doors, an innovation allowing rapid

unloading of dredged material.  Designed to operate at service

speeds of 14 knots, the vessel can dredge at depths to 90

feet.



The year-end backlog for the Marine segment includes repair

and maintenance work presently scheduled which will be

completed in the next year.  At December 31, 2000, the backlog

for the Marine segment approximated $33.4 million, compared to

$39.3 million one year ago.  The project backlog for Marinette

Marine at December 31, 2000 was $166.7 million to be completed

over the next several years.  Marinette's backlog does not

include options for additional vessels, yet to awarded.





Subsequent Event

- -----------------------



On March 4, 2001, Manitowoc submitted a binding offer to

acquire the Potain cranes subsidiary of Groupe Legris

Industries SA.  Completion of the transaction is contingent

upon certain events, including receipt of applicable

regulatory approvals, completion of the notification and

consultation process with the applicable works' council (labor

union) and final acceptance of the offer by the seller.  The

transaction is currently expected to be finalized by the end

of the second quarter of 2001.



Potain, headquartered in Lyon France, is a world leader in the

design, manufacture and supply of tower cranes for the

building and construction industry.  Manitowoc believes that

Potain's share of the global tower crane market is

approximately 30%.  Assuming the acquisition is completed,

Potain would be operated as part of Manitowoc's crane segment

and would create one of the world's leading producers of

lattice-boom crawler cranes, tower cranes, and boom trucks.

The acquisition would combine the systems, technology, and

applications expertise of these two industry leaders.  In

addition, the acquisition would extend Manitowoc's crane-

manufacturing operations to a third continent while enhancing

the market penetration and distribution capabilities of both

organizations.





Raw Materials and Supplies

- ------------------------------------



The primary raw material used by the Company is structural and

rolled steel, which is purchased from various domestic

sources.  The Company also purchases engines and electrical

equipment and other semi- and fully-processed materials.  It

is the policy of the Company to maintain, wherever possible,

alternate sources of supply for its important materials and

parts.  The Company maintains inventories of steel and other

purchased material.  The Company has been successful in its

goal to maintain alternative sources of raw materials and

supplies, and therefore, is not dependent on a single source

for any particular raw material or supply.




Patents, Trademarks, Licenses

- ---------------------------------------



The Company owns a number of United States and foreign patents

pertaining to its crane and foodservice products, and has

presently pending applications for patents in the United

States and foreign countries.  In addition, the Company has

various registered and unregistered trademarks and licenses,

which are of material importance to the Company's business.

While the Company believes its ownership of this intellectual

property is adequately protected in customary fashions under

applicable law, no single patent, trademark or license is

critical to the Company's overall business.





Seasonality

- --------------



Typically, the second quarter represents the Company's best

quarter in all of the business segments. In the Foodservice

Equipment segment, since the summer brings warmer weather,

there is an increase in the use of ice machines.  As a result,

distributors build inventories during the second quarter for

the increased demand.  In the Cranes and Related Products

segment, summer also represents the main construction season.

Customers require new machines, parts, and service in advance

of that season. With respect to the Marine segment, the Great

Lakes shipping industry's sailing season is normally May

through November.  Thus, barring any emergency groundings, the

majority of repair and maintenance work is performed during

the winter months and the work is typically completed during

the first and second quarter of the year.





Competition

- ----------------



All of the Company's products are sold in highly competitive

markets.  Competition is at all levels, including price,

service and product performance.



Within the Foodservice Equipment segment, there are several

manufacturers with whom the Company competes.  The primary

competitors for ice machine and beverage dispensing equipment

include Scotsman Industries (tradename Scotsman and Crystal

Tips), Prospect Heights, Illinois; Welbilt Company (tradename

Ice-O-Matic), New Hyde Park, New York; and Hoshizaki America,

Inc. (tradename Hoshizaki), Peachtree City, Georgia.  The

Company believes that it is the leading, low-cost, high

quality producer of ice machines in North America. Competitors

within the beverage dispenser/dispensing valves market include

IMI Cornelius, Anoka, Minnesota, and Lancer Corporation, San

Antonio, Texas.  The Company is one of the leading suppliers

of fountain equipment and dispensing valves used by soft-drink

bottlers.  The primary competitors for refrigeration products

include Beverage Air, Spartanburg, South Carolina; The

Delfield Company, Mt. Pleasant, Michigan; Traulsen & Company,

Inc., College Point, New York; True Food Service Company,

O'Fallon, Missouri; Master-Bilt, New Albany, Mississippi; Nor-

Lake Incorporated, Hudson, Wisconsin; and American Panel,

Ocala, Florida.  The Company is one of the leading producers

of small undercounter refrigeration units and large

refrigerated warehouses as well as a supplier of walk-in

refrigerator/freezers to many of the leading restaurant and

grocery chains in the United States.



With respect to crawler cranes, there are numerous domestic

and foreign manufacturers of cranes with whom the Company

competes, including Link Belt Construction Equipment Co., a

subsidiary of Sumitomo Corporation, Tokyo, Japan; Kobelco,

Kobe Steel, Ltd., Tokyo, Japan; Mannesmann Demag Baumaschinen,

Zweibrucken, West Germany; Liebherr-Werk Ehingen GMBH,

Ehingen, West Germany; Hitachi Construction Machinery Co.,

Ltd., Tokyo, Japan; and Terex Corporation, Westport,

Connecticut.  Within the market the Company serves, Manitowoc

is the world leader in lifting capacities over 125 tons, and

represents over half of the United States lattice boom crawler

crane market.



The competitors within the boom truck crane market include

Terex Corporation, Westport, Connecticut, and Grove Crane,

Shady Grove, Pennsylvania.  The Company believes that its

current output of boom truck cranes ranks second among its

competitors.



In the ship repair operation, the Company is one of two

operational shipyards on the Great Lakes capable of dry-

docking and servicing 1,000 foot Great Lakes bulk carriers;

the other is Erie Marine Enterprises, Erie, Pennsylvania.

There are two other shipyards on the Great Lakes, Fraser

Shipyards, Inc., Superior, Wisconsin, and H. Hansen

Industries, Toledo, Ohio, with whom the Company competes for

dry-docking and servicing smaller Great Lakes vessels.  The

Company also competes with many smaller firms which perform

top side repair work during the winter lay-up period.  In

addition, there are shipyards on the East, West and Gulf

Coasts capable of converting and reconstructing vessels of

sizes that can enter the Great Lakes through the St. Lawrence

Seaway and the Wellen Canal.  There are also shipyards on the

inland rivers capable of servicing smaller, specialized

vessels which the Company is capable of servicing.



Within the Marine segment, there are several manufacturers

with whom Marinette Marine competes.  The primary competitors

include Alabama Shipbuilding and Dry-dock, Mobile, Alabama;

Atlantic Marine, Jacksonville, Florida;  Bender Ship Building,

Mobile, Alabama; Bollinger ShipBuilding, Lockport, Louisiana;

Halter Marine, Moss Point, Mississippi; and Swiftships,

Morgan, Louisiana.



For additional information regarding the company's

competition, see "Manitowoc at a Glance" on pages 6-7 of the

2000 Annual Report, which is incorporated herein by reference.





Employee Relations

- --------------------------



The Company employs approximately 4,405 persons, of which

approximately 820 are salaried employees.  The number of

employees is consistent with the prior year.  The Company has

labor agreements with 19 union locals.  There have been no

work stoppages during the three years ended December 31, 2000.




Item 2.        PROPERTIES OWNED

- ----------------------------------




The following table outlines the principal facilities we own

or lease:




                                                                                 APPROXIMATE

                               FACILITY                                               SQUARE

ENTITY                         LOCATION                 TYPE OF FACILITY             FOOTAGE      OWNED/LEASED

- ---------------------------  ---------------------   ----------------------     ---------------   -------------
                                                                                      

Cranes and Related Products
- ---------------------------

Corporate Office Building     Manitowoc, Wisconsin     Manufacturing/Office           600,000          Leased
  and Peninsula Property

Manitowoc Cranes, Inc.        Manitowoc, Wisconsin     Manufacturing/Office           280,000           Owned

Manitowoc Boom Trucks, Inc.   Georgetown, Texas        Manufacturing/Office           190,000           Owned

Manitowoc Boom Trucks, Inc.   York, Pennsylvania       Manufacturing/Office           110,000           Owned

Femco Machine Company, Inc.   Punxsutawney,            Manufacturing/Office            71,000            Owned
                                 Pennsylvania

Femco Machine Company, Inc.   Pompano Beach, Florida   Manufacturing/Office            23,000           Leased

Manitowoc Remanufacturing,    Bauxite, Arkansas        Manufacturing/Office            22,000            Owned
   Inc.



Foodservice Equipment
- ---------------------

Manitowoc Ice, Inc.           Manitowoc, Wisconsin     Manufacturing/Office           376,000           Owned

Multiplex Company, Inc.       St. Louis, Missouri      Manufacturing/Office           150,000           Owned

SerVend International, Inc.   Sellersburg, Indiana     Manufacturing/Office           140,000           Owned

Kolpak                        Parsons, Tennessee       Manufacturing/Office           135,000           Owned

Kolpak                        River Falls, Wisconsin   Manufacturing/Office           133,000           Owned

Diversified Refrigeration,    Selmer, Tennessee        Manufacturing/Office           100,000           Owned
   Inc.

McCall                        Parsons, Tennessee       Manufacturing/Office            79,000            Owned

Manitowoc (Hangzhou)          Hangzhou, China          Manufacturing/Office            80,000            Owned
  Refrigeration Co., Ltd.

Harford Duracool, Inc.        Aberdeen, Maryland       Manufacturing/Office            68,000            Owned

Kyees Aluminum                LaMirada, California     Manufacturing/Office            42,000            Owned

Kolpak Refrigeration          Scott Hills,             Manufacturing/Office            40,000            Owned
                                Tennessee(1)

Flomatic International, Inc.  Portland, Oregon         Manufacturing/Office            22,000           Leased

Multiplex GMBH                Frankfurt, Germany       Manufacturing/Office            15,000           Leased



Marine
- ------

Marinette Marine Corporation  Marinette, Wisconsin     Shipyard                       415,000           Owned

Bay Shipbuilding Company      Sturgeon Bay, Wisconsin  Shipyard                       295,000           Owned

Toledo Shiprepair Company     Toledo, Ohio             Shipyard                       125,000          Leased

Cleveland Shiprepair Company  Cleveland, Ohio          Manufacturing/Office            10,000           Leased

- ----------------------------------------


(1)  This property is not currently in use and is being held

for sale.


- -----------------------

In addition, we lease sales office and warehouse space in

Mokena, Illinois; Franklin, Tennessee; Danbury, Connecticut;

Roanoke, Virginia; Granby, Connecticut; Lithuania, Georgia;

Orlando, Florida; Irwindale, California; Dallas, Texas; Buena

Park, California; Holland, Ohio; Sparks, Nevada; and Lombard,

Illinois.  We also own a sales office and warehouse facility

in Northampton, England, and we lease sales offices in

Beijing, China; Glasgow, United Kingdom and Seoul, South

Korea.  We lease additional manufacturing and office space in

Milan, Italy.





Geographic Areas

- ------------------------



The information required by this item is incorporated by

reference from Note 14 to Consolidated Financial Statements on

page 45 of the 2000 Annual Report.









Item 3.        LEGAL PROCEEDINGS

- ----------------------------------



The information required by this item is incorporated by

reference from Note 11 to Consolidated Financial Statements on

pages 43-44 of the 2000 Annual Report.






Item 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY

               HOLDERS

- ----------------------------------------------------------



No matters were submitted to security holders for a vote

during the fourth quarter of the Company's fiscal year ended

December 31, 2000.



















Executive Officers of the Registrant

- -----------------------------------------------



Each of the following officers of the Company has been elected

to a one-year term by the Board of Directors.  The information

presented is as of January 31, 2001.




                                  Position With                                    Principal Position

      Name         Age            The Registrant                                       Held Since

  -----------     ------       --------------------                                ------------------
                                                                              
Terry D. Growcock    55         President & CEO                                           1998



Glen E. Tellock      39         Senior Vice President & CFO                               1999



Thomas G. Musial     49         Senior Vice President - Human Resources                   1995

                                and Administration



Maurice D. Jones     41         General Counsel and Secretary                             1999


Timothy J. Kraus     47         Vice-President                                            2000


Robert A. Giebel     41         Vice-President                                            2000


Thomas J. Byrne      63         Vice-President                                            2000



- ------------------------------

Terry D. Growcock, 55, president and chief executive officer

since 1998.  Previously, president and general manager of

Manitowoc Ice, Inc. (1996); also executive vice president of

Manitowoc Equipment Works (1994).  Prior to joining Manitowoc,

Mr. Growcock served in numerous management and executive

positions with Siebe plc and United Technologies.



Glen E. Tellock, 39, senior vice president, treasurer and

chief financial officer since 1999.  Previously, Mr. Tellock

served as vice president of finance and treasurer (1998),

corporate controller (1992) and director of accounting (1991).

Prior to joining Manitowoc, Mr. Tellock served as financial

planning manager with the Denver Post Corporation, and as an

audit manager for Ernst & Whinney.



Thomas G. Musial, 49, senior vice president human resources

since 1995.  Previously, manager of human resources (1987) and

personnel/industrial relations specialist (1976).



Maurice D. Jones, 41, secretary and general counsel (1999).

Prior to joining Manitowoc, Mr. Jones was a partner in the law

firm of David Kuelthau, S.C., and served as legal counsel for

Banta Corporation.



Timothy J. Kraus,47, vice president since 2000.  Also president

and general manager of Manitowoc's Foodservice Group.

Previously, general manager of Manitowoc's Ice/Beverage

Group (1999), executive vice president and general manager

of Manitowoc Ice (1998), vice president of sales and marketing

(1995), and national sales manager (1989).  Prior to joining

Manitowoc, Mr. Kraus was president of Universal Nolin.


Robert A. Giebel, Jr., 41, vice president since 2000.  Also

president and general manager of Manitowoc's Crane Group.  Prior

to joining Manitowoc, Mr. Giebel served as vice president and general

manager of P&H MinePro Services and as president and chief executive

officer of Unit Rig, a division of Terex Corporation.


Thomas J. Byrne, 63, vice president since 2000.  Also president and

general manager of Manitowoc's Marine Group.  Previously, vice president

of business development (1998).  Prior to joining Manitowoc, Mr. Byrne

served as vice president and general manager for the Robershaw division

of Siebe Automotive N.A., as vice president of operations for Hamilton

Industries, plus senior management positions with Stanley Works

and White Consolidated Industries.








                           PART II

                         -----------







Item 5.        MARKET FOR REGISTRANT'S COMMON EQUITY AND

                 RELATED STOCKHOLDER MATTERS

- ---------------------------------------------------------



The information required by this item is incorporated by

reference from "Eleven-Year Financial Summary" "Quarterly

Common Stock Price Range", "Supplemental Quarterly Financial

Information (unaudited)," and "Investor Information,"  on

pages 32-33, 47, and 52, respectively, of the 2000 Annual

Report.




Item 6.        SELECTED FINANCIAL DATA

- ----------------------------------------

The information required by this item is incorporated by

reference from "Eleven-Year Financial Summary" on pages 32-33

of the 2000 Annual Report.





Item 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF

           FINANCIAL CONDITION AND RESULTS OF OPERATIONS

- --------------------------------------------------------



The information required by this item is incorporated by

reference from "Management's Discussion and Analysis of

Results of Operations and Financial Condition" on pages 26-31

of the 2000 Annual Report.





Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT

             MARKET RISK

- ----------------------------------------------------------



The information required by this item is incorporated by

reference from "Management's Discussion and Analysis of




Results of Operations and Financial Condition" on pages 26-31

of the 2000 Annual Report.





Item 8.        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

- ----------------------------------------------------------



The financial statements required by this item are

incorporated by reference from pages 32-46 of the 2000 Annual

Report.  Supplementary financial information is incorporated

by reference from "Supplemental Quarterly Financial

Information (Unaudited)" on page 47 of the 2000 Annual Report.





Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

             ON ACCOUNTING AND FINANCIAL DISCLOSURE

- -------------------------------------------------------------



None.







                           PART III

                         ------------





Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

- ------------------------------------------------------------



The information required by this item is incorporated by

reference from the sections of the 2001 Proxy Statement

captioned "Section 16(a) Beneficial Ownership Reporting

Compliance" and "Election of Directors."  See also "Executive

Officers of the Registrant" in Part I hereof, which is

incorporated herein by reference.







Item 11.  EXECUTIVE COMPENSATION

- ---------------------------------

The information required by this item is incorporated by

reference from the sections of the 2001 Proxy Statement

captioned "Compensation of Directors," "Executive

Compensation," and "Contingent Employment Agreements."





Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

          AND MANAGEMENT

- ----------------------------------------------------------





The information required by this item is incorporated by

reference from the section of the 2001 Proxy Statement

captioned "Ownership of Securities."





Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

- ---------------------------------------------------------



None.





                           PART IV

                         ------------



Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND

REPORTS ON FORM 8-K

- -------------------------------------------------------



(a)  Documents filed as part of this Report.



(1)  Financial Statements:



The following Consolidated Financial Statements are filed as

part of this report under Item 8, "Financial Statements and

Supplementary Data:"




Report of Independent Public Accountants on years ended

December 31, 2000, 1999, and 1998 Financial Statements.



Consolidated Statements of Earnings for the years ended

December 31, 2000, 1999, and 1998.



Consolidated Balance Sheets as of December 31, 2000 and 1999.



Consolidated Statements of Cash Flows for the years ended

December 31, 2000, 1999, and 1998.



Consolidated Statements of Stockholders' Equity and

Comprehensive Income for the years ended December 31, 2000,

1999 and 1998.



Notes to Consolidated Financial Statements.



(2)  Financial Statement Schedules:



   Financial Statement Schedules for the years ended December

   31, 2000, 1999, and 1998.





   Schedule              Description                       Filed Herewith

   -----------          --------------                     ---------------


        II        Valuation and Qualifying Accounts                X



                  Report of Independent Accountants

                  on years ended December 31, 2000,

                  1999, and 1998 Financial Statement Schedule      X







All other financial statement schedules not listed have been

omitted since the required information is included in the

consolidated financial statements or the notes thereto, or is

not applicable or required under rules of Regulation S-X.



(b)   Reports on Form 8-K:



          Press Release dated Sept. 18, 2000, regarding the

Company's third-quarter expectations (Exhibit No. 20).

     Press Release dated November 20, 2000, regarding the

completion of the purchase of MMC Acquisition Co. (Marinette

Marine) (Exhibit No. 20).



(c) Exhibits:


      See Index to Exhibits immediately following the

signature page of this report, which is incorporated herein by

reference.





             REPORT OF INDEPENDENT ACCOUNTANTS ON

                 FINANCIAL STATEMENT SCHEDULE



To the Board of Directors of

The Manitowoc Company, Inc. and Subsidiaries



Our audits of the consolidated financial statements referred

to in our report dated January 26, 2001, except for

information in Note 15, for which the date is March 4, 2001,

appearing on page 46 in the 2000 Annual Report of The

Manitowoc Company, Inc. and Subsidiaries (which report and

consolidated financial statements are incorporated by

reference in this Form 10-K) also included an audit of the

financial statement schedule listed in Item 14(a)(2) of this

Form 10-K.  In our opinion, this financial statement schedule

presents fairly, in all material respects, the information set

forth therein when read in conjunction with the related

consolidated financial statements.





/S/ PricewaterhouseCoopers LLP


PricewaterhouseCoopers LLP

Milwaukee, Wisconsin

January 26, 2001








                                              THE MANITOWOC COMPANY, INC.

                                                   AND SUBSIDIARIES



                                  SCHEDULE II:  VALUATION AND QUALIFYING ACCOUNTS



                                FOR THE YEARS ENDED DECEMBER 31, 1998, 1999, AND 2000







                                              BALANCE AT        CHARGED TO                          BALANCE AT

                                              BEGINNING         COSTS AND                             END OF

             DESCRIPTION                       OF YEAR           EXPENSES     DEDUCTIONS (1)           YEAR

        ----------------------            ----------------- ---------------  ----------------   ----------------


                                                                                     
YEAR ENDED DECEMBER 31, 1998:



   Allowance for doubtful accounts           $ 1,881,855       $   481,924    $   (707,839)       $  1,655,940



YEAR ENDED DECEMBER 31, 1999:



   Allowance for doubtful accounts           $ 1,655,940       $ 2,220,924     $(2,073,863)        $ 1,803,001



YEAR ENDED DECEMBER 31, 2000:



   Allowance for doubtful accounts           $ 1,803,001        $2,119,982   $    (886,273)        $ 3,036,710





(1)Deductions represent bad debts written-off, net of recoveries.








                          SIGNATURES



     Pursuant to the requirements of Section 13 or 15(d) of

the Securities Exchange Act of 1934, the registrant has duly

caused this Report to be signed on its behalf by the

undersigned, thereunto duly authorized:



Dated:    March 29, 2001

                              THE MANITOWOC COMPANY, INC.

                              By:  /s/  Terry D. Growcock

                              ------------------------------

                              Terry D. Growcock

                              President & Chief Executive

                                Officer



                              By:  /s/  Glen E. Tellock

                              --------------------------------

                              Glen E. Tellock

                              Senior Vice President, Treasurer

                                 and Chief Financial Officer



Pursuant to the requirements of the Securities Exchange Act of

1934, this Report has been signed below by the following

persons constituting a majority of the Board of Directors on

behalf of the registrant and in the capacities and on the

dates indicated:



  /s/  Terry D. Growcock                             March 29, 2001

- ---------------------------

Terry D. Growcock, President & CEO, Director



  /s/  Glen E. Tellock                               March 29, 2001

- ---------------------------

Glen E. Tellock, Senior Vice President, Treasurer & CFO



  /s/  Gilbert F. Rankin, Jr.                        March 29, 2001

- ---------------------------

Gilbert F. Rankin, Jr., Director



                                                     March 29, 2001

- ---------------------------

James P. McCann, Director



                                                     March 29, 2001

- ---------------------------

Dean H. Anderson, Director



                                                     March 29, 2001

- ---------------------------

Robert S. Throop, Director



                                                     March 29, 2001

- ---------------------------

Robert C. Stift, Director



                                                     March 29, 2001

- ---------------------------

James L. Packard, Director



                                                     March 29, 2001

- ---------------------------

Daniel W. Duval, Director



                                                     March 29, 2001

- ---------------------------

Virgis W. Colbert, Director











                 THE MANITOWOC COMPANY, INC.

                  ANNUAL REPORT ON FORM 10-K

             FOR THE YEAR ENDED DECEMBER 31, 2000

                      INDEX TO EXHIBITS





                                                                       Filed
Exhibit
No.                         Description                              Herewith





3.1       Amended and Restated Articles of Incorporation, as

          amended on November 5, 1984 (filed as Exhibit 3(a)

          to the Company's Annual Report on Form 10-K for the

          fiscal year ended June 29, 1985 and incorporated

          herein by reference).



3.2       Restated By-Laws (as amended through May 22, 1995)

          including amendment to Article II changing the date

          of the annual meeting (filed as Exhibit 3.2 to the

          Company's Quarterly Report on Form 10-Q for the

          quarter ended June 30, 1995 and incorporated herein

          by reference).



4.1       Rights Agreement dated August 5, 1996 between the

          Registrant and First Chicago Trust Company of New

          York (filed as Exhibit 4 to the Company's current

          Report on Form 8-K filed on August 5, 1996 and

          incorporated herein by reference).



4.4       Articles III, V, and VIII of the Amended and

          Restated Articles of Incorporation (see Exhibit 3.1

          above).



4.5       Credit Agreement dated as of October 31, 1997,

          among The Manitowoc Company, Inc., as Borrower,

          certain subsidiaries from time to time parties

          thereto, as Guarantors, the several Lenders, and

          NationsBank, N.A. as Agent (filed as Exhibit 4.1 to

          the Company's Report on Form 8-K dated as of October

          31, 1997 and incorporated herein by reference).



4.6       Credit Agreement dated as of April 2, 1998, among

          The Manitowoc Company, Inc., as Borrower and

          Prudential Insurance Company (filed as Exhibit 4 to

          the Company's Report on Form 10-Q, dated as of March

          31, 1998 and incorporated herein by reference).



4.7       Amended and Restated Credit Agreement, dated as of

          April 6, 1999 among The Manitowoc Company, Inc., as

          Borrower, and several lenders, NationsBank, N.A., as

          Agent and Fleet Bank, N.A., as Documentation Agent

          (filed as Exhibit 4 to the Company's Report on Form

          10-Q, dated as of March 31, 1999, and incorporated

          herein by reference).



10.1(a)** The Manitowoc Company, Inc. Deferred Compensation Plan effective

          August 20, 1993 (the "Deferred Compensation Plan") (filed as

          Exhibit 4.1 to the Company's Registration Statement on Form S-8

          filed June 23, 1993 (Registration No. 33-65316) and

          incorporated herein by reference).



10.1(b)** Amendment to Deferred Compensation Plan adopted by the Board

          of Directors on February 18, 1997.



10.2 **   The Manitowoc Company, Inc. Management Incentive

          Compensation Plan (Economic Value Added (EVA) Bonus

          Plan) effective July 4, 1993, as amended February

          15, 1999.



10.3(a)** Form of Contingent Employment Agreement between the Company and

          the following executive officers of the Company:

          Terry D. Growcock, Maurice D. Jones, Thomas G. Musial and Glen E.

          Tellock (filed as Exhibit 10(a) to the Company's Annual Report

          on Form 10-K for the fiscal year ended December 31, 2000

          and incorporated herein by reference).


10.3(b)** Form of Contingent Employment Agreement between the Company and

          the following executive officers of the Company and certain other

          employees of the company:

          Thomas J. Bryne, Robert A. Giebel, Jr. and Timothy J. Kraus.

          (filed as Exhibit 10(b) to the Company's Annual Report

          on Form 10-K for the fiscal year ended December 31, 2000

          and incorporated herein by reference).



10.4 **   Form of Indemnity Agreement between the Company and

          each of the directors, executive officers and

          certain other employees of the Company (filed as

          Exhibit 10(d) to the Company's Annual Report on Form

          10-K for the fiscal year ended July 1, 1989 and

          incorporated herein by reference).



10.5 **   Supplemental Retirement Agreement between Fred M.

          Butler and the Company dated March 15, 1993 (filed

          as Exhibit 10(e) to the Company's Annual Report on

          Form 10-K for the fiscal year ended July 3, 1993 and

          incorporated herein by reference).



10.6(a) **Supplemental Retirement Agreement between

          Robert K. Silva and the Company dated January 2,

          1995 (filed as Exhibit 10 to the Company's Report on

          Form 10-Q for the transition period ended December

          31, 1994 and incorporated herein by reference).



10.6(b)** Restatement to clarify Mr. Silva's  Supplemental Retirement

          Agreement dated March 31, 1997.


10.6(c) **Supplemental Retirement Agreement between

          and Terry D. Growcock, Glen E. Tellock, Tom G. Musial and

          Timothy J. Kraus and the Company dated May 2000

          (filed as Exhibit 10(c) to the Company's Annual Report on

          Form 10-K dated December 31, 2000 and incorporated herein

          by reference).



10.7(a) * The Manitowoc Company, Inc. 1995 Stock Plan (filed

          as Appendix A to the Company's Proxy Statement dated

          April 2, 1996 for its 1996 Annual Meeting of

          Stockholders and incorporated herein by reference).



10.7(b)   The Manitowoc Company, Inc. 1999 Non-Employee                       X

          Director Stock Option Plan as amended February

          2000 (filed as Exhibit 10(d) to the Company's

          Report on Form 10-K, dated as of December

          31, 2000 and incorporated herein by reference).



11        Statement regarding computation of basic and diluted

          earnings per share (see Note 7 to the 2000

          Consolidated Financial Statements included herein).                 X



13        Portions of the 2000 Annual Report to Shareholders

          of The Manitowoc Company, Inc. incorporated by

          reference into this Report on Form 10-K.                            X



20(a)     Press Release dated Sept. 18, 2000, regarding the

          company's third-quarter expectations.                               X


20 (b)    Press Release dated November 20, 2000, regarding the

          completion of the purchase Marinette Marine Corporation.            X





21        Subsidiaries of The Manitowoc Company, Inc.                         X



23.1      Consent of PricewaterhouseCoopers LLP, the Company's

          Independent Accountants.                                            X




*     Pursuant to Item 601(b)(2) of Regulation S-K, the

Registrant agrees to furnish to the Securities and Exchange

Commission upon request a copy of any unfiled exhibits or

schedules to such document.



**    Management contracts and executive compensation plans

and arrangements required to be filed as exhibits pursuant to

Item 14(c) of Form 10-K.



10k-2000

EX-10.3(A)

               CONTINGENT EMPLOYMENT AGREEMENT





THIS AGREEMENT, made this ______ day of _______________, 20__,

by and between THE MANITOWOC COMPANY, INC., a Wisconsin

corporation (together with its subsidiaries and any upstream

parent company that in the future may control The Manitowoc

Company, Inc. referred to herein as the "Company") and

_______________________, a key employee of the Company (the

"Employee").





                         WITNESSETH:



      WHEREAS, sudden takeovers, acquisitions or changes of

control of domestic corporations have occurred frequently in

recent years, and current conditions may contribute to the

continuation or acceleration of this trend; and



      WHEREAS, the possibility of a sudden takeover,

acquisition or change of control can create uncertainty of

employment and may distract and/or cause the loss of valuable

Company officers, to the detriment of the Company and its

shareholders; and



      WHEREAS, it is believed that the detriment described can

be substantially reduced by agreement on the terms hereinafter

set forth.




      NOW THEREFORE, in consideration of the foregoing

premises and the mutual covenants hereinafter set forth, IT IS

AGREED



     1.
       Continued Employment.



          (a)
             If a "Change of Control" (as defined below) of

the Company occurs when the Employee is employed by the

Company, the Company will continue thereafter to employ the

Employee, and the Employee will remain in the employ of the

Company, in accordance with the terms and provisions of this

Agreement, for a period of _____ [ONE TO THREE YEARS]

following the date of such change (the "Employment Period").



          (b)
             As used herein, the phrase "Change of Control"

of the Company means the first to occur of the following with

respect to the Company or any upstream holding company:



(i)  Any "person," as that term is defined in Sections 13(d)

     and 14(d) of the Securities Exchange Act of 1934 (the

     "Exchange Act"), but excluding the Company, any trustee

     or other fiduciary holding securities under an employee

     benefit plan of the Company, or any corporation owned,

     directly or indirectly, by the stockholders of the

     Company in substantially the same proportions as their

     ownership of stock of the Company, is or becomes the

     "beneficial owner" (as that term is defined in Rule 13d-3

     under the Exchange Act), directly or indirectly, of

     securities of the Company representing 30% or more of the





     combined voting power of the Company's then outstanding

     securities;



(ii) The Company is merged or consolidated with any other

     corporation or other entity, other than: (A) a merger or

     consolidation which would result in the voting securities

     of the Company outstanding immediately prior thereto

     continuing to represent (either by remaining outstanding

     or by being converted into voting securities of the

     surviving entity) more than 80% of the combined voting

     power of the voting securities of the Company or such

     surviving entity outstanding immediately after such

     merger or consolidation; or (B) the Company engages in a

     merger or consolidation effected to implement a

     recapitalization of the Company (or similar transaction)

     in which no "person" (as defined above) acquires more

     than 30% of the combined voting power of the Company's

     then outstanding securities.  Notwithstanding the

     foregoing, a merger or consolidation involving the

     Company shall not be considered a "Change of Control" if

     the Company is the surviving corporation and shares of

     the Company's Common Stock are not converted into or

     exchanged for stock or securities of any other

     corporation, cash or any other thing of value, unless

     persons who beneficially owned shares of the Company's

     Common Stock outstanding immediately prior to such

     transaction own beneficially less than a majority of the

     outstanding voting securities of the Company immediately

     following the merger or consolidation;


(iii)
     The Company or any subsidiary sells, assigns or

     otherwise transfers assets in a transaction or series of

     related transactions, if the aggregate market value of

     the assets so transferred exceeds 50% of the Company's

     consolidated book value, determined by the Company in

     accordance with generally accepted accounting principles,

     measured at the time at which such transaction occurs or

     the first of such series of related transactions occurs;

     provided, however, that such a transfer effected pursuant

     to a spin-off or split-up where stockholders of the

     Company retain ownership of the transferred assets

     proportionate to their prorata ownership interest in the

     Company shall not be deemed a "Change of Control;"



(iv) The Company dissolves and liquidates substantially all of

     its assets;



(v)  At any time after the date of this Agreement when the

     Continuing Directors cease to constitute a majority of

     the Board of Directors of the Company.  For this purpose,

     a "Continuing Director" shall mean: (A) the individuals

     who, at the date of this Agreement constitute the Board;

     and (B) any new directors (other than directors

     designated by a person who has entered into an agreement

     with the Company to effect a transaction described in

     clause (i), (ii) or (iii) of this paragraph 1(b) of this

     Agreement) whose appointment to the Board or nomination

     for election by the Company's stockholders was approved

     by a vote of at least two-thirds of the then-serving

     Continuing Directors; or



(vi) A determination by the Board of Directors of the Company,

     in view of then current circumstances or impending

     events, that a Change of Control of the Company has

     occurred, which determination shall be made for the

     specific purpose of triggering the operative provisions

     of this Agreement and all other similar contingent

     employment agreements of the Company.



     2.
       Duties.  Unless otherwise agreed by the Company and

Employee, during the Employment Period the Employee shall be

employed by the Company in the same position/ offices as those

which the Employee held on the date of the Change of Control

of the Company.  In such employment the Employee's duties and

authority shall consist of and include all duties and

authority customarily performed and held by a person holding

an equivalent position with a corporation of similar nature

and size, as such duties and authority related to such

position are reasonably defined and delegated from time to

time by the Board of Directors of the Company.  However, no

change of the Employee's location of employment outside a 30-

mile radius from his place of employment as of the date of

this Agreement (or any other location later consented to by

the Employee), or in the Employee's title, shall be made

without the prior written consent of the Employee.  The

Employee shall have the powers necessary to perform the duties

assigned and shall be provided such supporting services,

staff, secretarial and other assistance, office space and

accouterments as shall be reasonably necessary and appropriate

in light of the duties assigned (but in no event, in any case,

smaller in quantity or size or inferior in quality than that

being furnished to the Employee on the date of the Change of

Control of the Company.



      The Employee shall devote his entire business time,

energy and skills to such employment while so employed, but

the Employee shall not be required to devote more than an

average of approximately 45 hours per calendar week to such

employment.  The Employee may participate in civic or

charitable activities which do not adversely affect his

ability to carry out his responsibilities hereunder.  The

Employee shall be entitled to a minimum of three weeks

(fifteen working days) of paid vacation annually, or such

greater amount as shall be customarily allowed to the Employee

during the fiscal year of the Company prior to the fiscal year

in which the Change of Control of the Company shall occur.

The Employee shall have the sole discretion to determine the

time and intervals of such vacation.



     3.
       Compensation.  While employed under this Agreement,

the Employee shall be compensated as follows:



          (a)
             The Employee shall receive a salary equal to his

salary as in effect as of the date of the Change of Control of

the Company, subject to adjustment as hereinafter provided.



          (b)
             The Employee shall be reimbursed for any and all

monies advanced in connection with his employment for

reasonable and necessary expenses incurred by him on behalf of

the Company.



          (c)
             The Employee shall be included to the extent

eligible thereunder in any and all plans providing benefits

for the Company's employees, including but not limited to

group life insurance, hospitalization, medical, retiree health

and pension, and shall be provided any and all other benefits

and perquisites (including use of an automobile, parking

privileges and club membership) made available to other

employees of comparable status, at the expense of the Company

on a comparable basis.  The Employee shall be deemed eligible

for retiree health if he qualifies on the basis of years of

service (regardless of his age).



          (d)
             The Employee shall be permitted to participate

in any restricted stock plans, stock option plans or other

stock benefit plans as the Company establishes and maintains

from time to time for its officers and employees.  The

Employee's participation level in such stock plans shall be

consistent with the participation level of other officers and

employees of the Company who have positions, duties and

responsibilities comparable to the Employee.



          (e)
             The Employee shall be included in all profit

sharing, bonus, deferred compensation, split dollar life

insurance, and similar or comparable cash incentive bonus

plans customarily extended by the Company to corporate

officers and key employees of the Company.  The Employee shall

be entitled to cash incentive bonuses and profit sharing under

such plans which are consistent with the bonuses and profit

sharing received under such plans by other employees and

officers of the Company who have positions, duties and

responsibilities comparable to those of the Employee;

provided, however, that in no event shall (i) the aggregate of

cash incentive bonuses earned by the Employee for any fiscal

year of the Company during the Employment Period be less than

the Employee's Average Annual Incentive Bonus Compensation

(prorated for any portion of a fiscal year of the Company

during the term of the Employment Period), and (ii) the level

of profit sharing participation be less than the level in

effect prior to the commencement of the Employment Period.

For this purpose, the Employee's "Average Annual Incentive

Bonus Compensation" shall be the average of the aggregate

annual cash incentive bonuses earned by the Employee (whether

paid in the year earned or deferred for payment in subsequent

years) under all short and long-term cash incentive bonus

plans maintained by the Company in which the Employee

participated during the Company's latest three consecutive

fiscal years ended prior to the commencement of the Employment

Period.  If the Employee has been employed by the Company for

less than three complete fiscal years prior to the

commencement of the Employment Period, then the Employee's

Average Annual Incentive Bonus Compensation shall be the

average of the bonuses earned by the Employee during such

smaller number of complete fiscal years during which he was

employed by the Company prior to the commencement of the

Employment Period.  If the Employee has not been employed for

even one complete fiscal year prior to the commencement of the

Employment Period, then the Employee's Average Annual

Incentive Bonus Compensation shall be calculated by prorating

the bonus earned by the Employee for the portion of the

Company's most recently completed fiscal year during which the

Employee was employed prior to the commencement of the

Employment Period, as though the Employee had been employed

for such full fiscal year.  This proration shall be calculated

based upon a 365-day fiscal year.



     4.
       Annual Compensation Adjustments.  At least annually

during the Employment Period, the Board of Directors of the

Company or an appropriate committee thereof, in accordance

with past practice, will consider and appraise the

contributions of the Employee to the Company's operating

efficiency, growth, production and profits, at least annually

during the Employment Period, and the Employee's compensation

rate shall be annually adjusted upward to be commensurate with

increases given to other corporate officers and key employees

generally and as the scope and success of the Company's

operations or the Employee's duties expand.



     5.
       Disability.  If, during the Employment Period, the

Employee shall become disabled by sickness or otherwise so

that he is unable to perform the regular duties of his

employment on a full-time basis, the Company shall pay him

commencing on the date of the disability and continuing for

the first six months thereafter, as sick pay, his normal

salary and all benefits as described in paragraph 3 hereof.

If the disability continues beyond six months, then the

payment of the Employee's normal salary shall be suspended

during the period of disability. During the term of his

disability, and until the expiration of the Employment Period,

the Employee shall continue to receive customary fringe

benefits as provided in paragraphs 3(c) and 3(d) above.  The

obligation to provide the foregoing disability benefits shall

survive the termination of this Agreement provided the

disability was incurred before termination.  If the disability

terminates prior to the end of the Employment Period, the

Employee may elect to return to full-time employment under

this Agreement in which case this paragraph shall apply to all

subsequent short or long term disabilities.



      To determine whether the Employee is disabled for the

purposes of this paragraph, either party may from time to time

request a medical examination of the Employee by a doctor

appointed by the Company, or as the parties may otherwise

agree, and the written medical opinion of such doctor shall be

conclusive and binding upon the parties as to whether or not

the Employee has become disabled and the date when such

disability arose.  The cost of any such medical examination

shall be borne by the Company.



     6.
       Retirement.  If, during the Employment Period, the

Employee shall deliver to the Company a statement signed by

him stating that the Employee voluntarily chooses to retire

early from the Company, or if the Employee shall reach the age

of 65, or shall with the mutual agreement of the Company agree

in writing on early retirement, then this Agreement shall

terminate on the effective date of such event and the terms of

the Company's retirement policies or such mutual agreement

shall immediately become effective.



     7.
       Termination Other Than for Cause.



          (a)
             If during the Employment Period: (i) the

Employee's duties shall be changed substantially without his

written consent from those specified in paragraph 2, or

(ii) the location of his principal place of employment shall

be moved, without his written consent, more than thirty (30)

miles distant from the location of his principal place of

employment on the date of the Change of Control of the

Company, or (iii) he shall fail to be reelected to or he shall

be removed from any corporate office(s) of the Company, or

(iv) if the Company otherwise violates this Agreement, or (v)

any successor to the principal business of the Company

(whether by merger, purchase of assets, liquidation or

otherwise) as described in paragraph 12 fails or refuses to

assume the Company's obligations under this Agreement, then

the Employee shall have the right to elect to terminate his

employment under this Agreement and shall thereupon be

entitled to the benefits and a severance payment as set forth

in paragraph 7(b) below.



          (b)
             If during the Employment Period the Employee's

employment hereunder shall be terminated (1) by the Company

for any reason other than the reasons set forth in paragraphs

5, 6, 8 or 9 of this Agreement, or (2) by the Employee

pursuant to paragraph 7(a) above, thereafter the Employee

shall be entitled to participate in group life,

hospitalization and medical insurance and shall receive the

other employee benefits and perquisites described in paragraph

3(c) hereof, for the remainder of the Employment Period

(provided that if the Employee would be eligible to

participate in the Company's retiree health plan (based on

years of service without regard to age) if he had retired as

of the termination date, he shall be entitled to participate

in such retiree health plan upon such termination), and, no

later than thirty (30) calendar days following such

termination, the Company shall pay to the Employee or his

personal representative a severance payment in an amount equal

to the sum of the following:



(i)  The Employee's annual base salary through the date of the

     termination of employment to the extent not theretofore

     paid; plus



(ii) All deferred salary (including "bank" balances in the

     Company's incentive compensation plans), profit sharing,

     bonuses and other compensation earned by the Employee

     (whether vested or unvested or subject to any other

     contingencies) during the course of his employment with

     the Company prior to the termination of his employment;

     plus


(iii)
     The Employee's base salary for the portion of the

     Employment Period remaining unexpired as of the

     termination date.  For this purpose, the Employee's base

     salary shall be his base salary as in effect immediately

     prior to the termination of employment.  For any fraction

     of a year included in the unexpired portion of the

     Employment Period, the Employee's base salary shall be

     prorated based upon a 365-day year; plus



(iv) Incentive bonus compensation and profit sharing for the

     current fiscal year of the Company during which the

     termination of employment occurs and for all subsequent

     fiscal years of the Company thereafter which are included

     in whole or in part in the portion of the Employment

     Period remaining unexpired as of the termination date.

     The amount of the cash incentive bonus and the profit

     sharing for any partial fiscal year included in the

     balance of the Employment Period shall be prorated based

     on a 365-day fiscal year.  The amount of the annual bonus

     to be applied in calculating the incentive compensation

     payment shall be the average of the annual cash incentive

     bonuses earned by the Employee (whether such incentive

     bonuses were paid in the year earned or deferred for

     payment in subsequent years) under all short and long-

     term cash incentive bonus plans maintained by the Company

     in which the Employee participated during the Company's

     latest three consecutive fiscal years ended prior to the

     termination of the Employee's employment.  The amount of

     the annual profit sharing to be applied in calculating

     the profit sharing payment shall be the average of the

     annual profit sharing earned by the Employee (whether

     such profit sharing was paid in the year earned or

     deferred for payment in subsequent years) under the

     Company's profit sharing plan in which the Employee

     participated during the Company's latest three

     consecutive fiscal years ended prior to the termination

     of the Employee's employment.  If the Employee has been

     employed by the Company for less than three complete

     fiscal years prior to the date of the termination of his

     employment, then the amount of the annual bonus and the

     annual profit sharing for purposes of computing these

     payments shall be based upon the average of the bonuses

     earned and the average of the profit sharing earned by

     the Employee during such smaller number of complete

     fiscal years during which he was employed by the Company

     prior to the date of the termination of his employment.

     If the Employee has not been employed for even one

     complete fiscal year prior to the date of the termination

     of his employment, then his annual bonus and annual

     profit sharing for purposes of computing this payment

     shall be calculated by prorating the bonus earned and the

     profit sharing earned by the Employee for the portion of

     the Company's most recently completed fiscal year during

     which the Employee was employed, as though the Employee

     had been employed for such full fiscal year.  Such

     proration shall be calculated based upon a 365-day fiscal

     year.


          (c)
             If it shall be impossible or impracticable for

the Employee to participate directly in certain programs or

plans specified in subparagraph (b) above, then the Company

shall provide, at the Company's expense, for the provision to

the Employee of benefits as nearly as possible identical to,

and in no event less beneficial to the Employee than, those

which would be provided to the Employee through direct

participation.



          (d)
             In the event that any payment to Employee

pursuant to this Agreement or otherwise would be subject to

the excise tax imposed by Section 4999 of the Internal Revenue

Code of 1986, as amended (or any comparable successor

provision), the Company shall be entitled to withhold any such

excise tax as required by applicable law, together with any

other amounts required to be withheld under any applicable

federal or state law.



     8.
       Termination for Cause.  Employee agrees that this

Agreement may be terminated by the Company at any time for

cause, which shall mean only conviction based upon the

commission of a felony or becoming the subject of a final

nonappealable judgment of a court of competent jurisdiction

holding that the Employee is liable to the Company for damages

for obtaining a personal benefit in a transaction adverse to

the interests of the Company.  The Employee shall not be

deemed to have been terminated for cause unless and until

there shall have been delivered to the Employee a copy of a

resolution duly adopted by the affirmative vote of not less

than three-quarters (3/4) of the entire membership of the

Board called and held for such purpose (after reasonable

notice to the Employee and an opportunity for the Employee,

together with his counsel, to be heard before the Board),

finding that the Employee was guilty of conduct constituting

cause for termination as set forth in this paragraph 8 and

specifying the particulars thereof in detail.  In the event

this agreement is terminated for cause, the Employee shall

forfeit his right to any and all benefits he would otherwise

have been entitled thereafter to receive under the Agreement,

but shall not forfeit his right to benefits accrued up to and

including the date of termination.



     9.
       Death of Employee.  Upon the death of the Employee

during the Employment Period, the payment of base compensation

as provided in subparagraph 3(a) shall continue through the

last day of the month in which death occurs, and bonuses for

the year in which death occurs shall be prorated on the basis

of the number of months elapsed during the fiscal year as of

such day.  The other rights and benefits of the Employee (or

his personal representative) shall be as determined under the

applicable programs and plans of the Company covering the

Employee at death.



     10.
        Restricted Shares.  Upon the occurrence of a Change

of Control of the Company, all restrictions upon unconditional

receipt by Employee of shares of stock or other securities of

the Company granted under any restricted stock or other

compensation plan shall immediately be removed, and such

shares shall vest in and be distributed immediately to

Employee.  The Company covenants and agrees to take such steps

(including amendment of any existing plan) to insure that all

such plans shall allow or provide for such vesting and

distribution.  This paragraph 10 shall not accelerate or

otherwise affect the vesting of stock options held by the

Employee, vesting of which shall be governed by the terms of

the option plan and/or of any option agreement pursuant to

which such options are granted.



     11.
        Enforceability.  The parties agree that nothing in

this Agreement shall in any way abrogate the right of the

Company and the Employee to enforce by injunction or otherwise

the due and proper performance and observance of the several

covenants herein contained to be performed by the Employee or

the Company or to recover damages for breach thereof



     12.
        Successors and Assigns.  If the Company sells,

assigns or transfers all or substantially all of its business,

assets or earning power to any person, or if the Company

merges into or consolidates or otherwise combines with any

person which is the continuing or successor entity, then the

Company shall assign all of its right, title and interest in

this Agreement as of the date of such event to the person

which is either the acquiring or successor corporation, and

such person(s) shall assume and perform from and after the

date of such assignment all of the terms, conditions and

provisions imposed by this Agreement upon the Company.  In

case of such assignment by the Company and of assumption and

agreement by such person(s), all further rights as well as all

other obligations of the Company under this Agreement

thenceforth shall cease and terminate.  All rights of Employee

hereunder shall inure to the benefit of the Employee and his

heirs and personal representatives.  Other than as

specifically provided in this paragraph 12, neither the

Company nor Employee may assign any rights or obligations

hereunder without the express written consent of the other

party.



     13.
        Termination Prior to Change of Control.  Except as

described herein in the event of a Change in Control, this

Agreement is not intended to vest in Employee any right to

continued employment by Company.  Absent such a Change in

Control and unless specifically established otherwise by

agreement between the Company and Employee, Employee's

employment status with the Company is one of employment at-

will.



     14.
        Supplemental Agreement.  This Agreement supercedes

any previously existing Contingent Employment Agreement of

like nature between the Company and the Employee; however,

this Agreement supplements, and is not an amendment to or in

derogation of, any other agreement between the Company and the

Employee relating to employment or the terms and conditions

thereof.  No person, other than such person as may be

designated by the Board of Directors of the Company, shall

have any authority on behalf of the Company to agree to modify

or change this Agreement.  Notwithstanding the foregoing, this

Agreement supercedes and replaces any contingent employment

agreement entered into between the Employee and the Company

prior to the date of this Agreement which addresses terms of

employment, compensation and severance benefits that would

become available to the Employee in the event of a change of

control of the Company, as that term may be defined in such

other contingent employment agreement.  Accordingly, any such

other contingent employment agreements shall be deemed

terminated and of no further force or effect.



     15.
        Governing Law, Severability.  This Agreement is to be

governed by and construed under the internal laws of the State

of Wisconsin.  If any provision of this Agreement shall be

held invalid and unenforceable for any reason, such provision

shall be deemed deleted and the remainder of the Agreement

shall be valid and enforceable without such provision.





      IN WITNESS WHEREOF, the Company has caused this

Agreement to be executed and its corporate seal affixed and

attested by its duly authorized officer, and the Employee has

hereunto set his hand and seal as of the date first above

written.



                                    THE MANITOWOC COMPANY, INC.





                                    By:

_______________________________

      (Corporate Seal)              Terry D. Growcock,

                                President and Chief Executive

                                Officer







                                    EMPLOYEE:







      _______________________________(Seal)

EX-10.3(B)

               CONTINGENT EMPLOYMENT AGREEMENT





THIS AGREEMENT, made this ______ day of _______________, 20__,

by and between THE MANITOWOC COMPANY, INC., a Wisconsin

corporation (together with its subsidiaries and any upstream

parent company that in the future may control The Manitowoc

Company, Inc. referred to herein as the "Company") and

_______________________, a key employee of the Company (the

"Employee").





                         WITNESSETH:



     WHEREAS, sudden takeovers, acquisitions or changes of

control of domestic corporations have occurred frequently in

recent years, and current conditions may contribute to the

continuation or acceleration of this trend; and



     WHEREAS, the possibility of a sudden takeover,

acquisition or change of control can create uncertainty of

employment and may distract and/or cause the loss of valuable

Company officers, to the detriment of the Company and its

shareholders; and



     WHEREAS, it is believed that the detriment described can

be substantially reduced by agreement on the terms hereinafter

set forth.



     NOW THEREFORE, in consideration of the foregoing premises

and the mutual covenants hereinafter set forth, IT IS AGREED



     1.
            Continued Employment.



          (a)
                  If a "Change of Control" (as defined below)

of the Company occurs when the Employee is employed by the

Company, the Company will continue thereafter to employ the

Employee, and the Employee will remain in the employ of the

Company, in accordance with the terms and provisions of this

Agreement, for a period of three years following the date of

such change (the "Employment Period").



          (b)
                  As used herein, the phrase "Change of

Control" of the Company means the first to occur of the

following with respect to the Company or any upstream holding

company:



(i)  Any "person," as that term is defined in Sections 13(d)

     and 14(d) of the Securities Exchange Act of 1934 (the

     "Exchange Act"), but excluding the Company, any trustee

     or other fiduciary holding securities under an employee

     benefit plan of the Company, or any corporation owned,

     directly or indirectly, by the stockholders of the

     Company in substantially the same proportions as their

     ownership of stock of the Company, is or becomes the

     "beneficial owner" (as that term is defined in Rule 13d-3

     under the Exchange Act), directly or indirectly, of

     securities of the Company representing 30% or more of the

     combined voting power of the Company's then outstanding

     securities;



(ii) The Company is merged or consolidated with any other

     corporation or other entity, other than: (A) a merger or

     consolidation which would result in the voting securities

     of the Company outstanding immediately prior thereto

     continuing to represent (either by remaining outstanding

     or by being converted into voting securities of the

     surviving entity) more than 80% of the combined voting

     power of the voting securities of the Company or such

     surviving entity outstanding immediately after such

     merger or consolidation; or (B) the Company engages in a

     merger or consolidation effected to implement a

     recapitalization of the Company (or similar transaction)

     in which no "person" (as defined above) acquires more

     than 30% of the combined voting power of the Company's

     then outstanding securities.  Notwithstanding the

     foregoing, a merger or consolidation involving the

     Company shall not be considered a "Change of Control" if

     the Company is the surviving corporation and shares of

     the Company's Common Stock are not converted into or

     exchanged for stock or securities of any other

     corporation, cash or any other thing of value, unless

     persons who beneficially owned shares of the Company's

     Common Stock outstanding immediately prior to such

     transaction own beneficially less than a majority of the

     outstanding voting securities of the Company immediately

     following the merger or consolidation;


(iii)
     The Company or any subsidiary sells, assigns or

     otherwise transfers assets in a transaction or series of

     related transactions, if the aggregate market value of

     the assets so transferred exceeds 50% of the Company's

     consolidated book value, determined by the Company in

     accordance with generally accepted accounting principles,

     measured at the time at which such transaction occurs or

     the first of such series of related transactions occurs;

     provided, however, that such a transfer effected pursuant

     to a spin-off or split-up where stockholders of the

     Company retain ownership of the transferred assets

     proportionate to their prorata ownership interest in the

     Company shall not be deemed a "Change of Control;"



(iv) The Company dissolves and liquidates substantially all of

     its assets;



(v)  At any time after the date of this Agreement when the

     Continuing Directors cease to constitute a majority of

     the Board of Directors  of the Company.  For this

     purpose, a "Continuing Director" shall mean: (A) the

     individuals who, at the date of this Agreement constitute

     the Board; and (B) any new directors (other than

     directors designated by a person who has entered into an

     agreement with the Company to effect a transaction

     described in clause (i), (ii) or (iii) of this paragraph

     1(b) of this Agreement) whose appointment to the Board or

     nomination for election by the Company's stockholders was

     approved by a vote of at least two-thirds of the then-

     serving Continuing Directors; or



(vi) A determination by the Board of Directors of the Company,

     in view of then current circumstances or impending

     events, that a Change of Control of the Company has

     occurred, which determination shall be made for the

     specific purpose of triggering the operative provisions

     of this Agreement and all other similar contingent

     employment agreements of the Company.



     2.
            Duties.  Unless otherwise agreed by the Company

and Employee, during the Employment Period the Employee shall

be employed by the Company in the same position/ offices as

those which the Employee held on the date of the Change of

Control of the Company.  In such employment the Employee's

duties and authority shall consist of and include all duties

and authority customarily performed and held by a person

holding an equivalent position with a corporation of similar

nature and size, as such duties and authority related to such

position are reasonably defined and delegated from time to

time by the Board of Directors of the Company.  However, no

change of the Employee's location of employment outside a 50-

mile radius from his place of employment as of the date of

this Agreement (or any other location later consented to by

the Employee), or in the Employee's title, shall be made

without the prior written consent of the Employee.  The

Employee shall have the powers necessary to perform the duties

assigned and shall be provided such supporting services,

staff, secretarial and other assistance, office space and

accouterments as shall be reasonably necessary and appropriate

in light of the duties assigned (but in no event, in any case,

smaller in quantity or size or inferior in quality than that

being furnished to the Employee on the date of the Change of

Control of the Company.



     The Employee shall devote his entire business time,



energy and skills to such employment while so employed, but

the Employee shall not be required to devote more than an

average of approximately 30 hours per calendar week to such

employment.  The Employee may participate in civic or

charitable activities which do not adversely affect his

ability to carry out his responsibilities hereunder.  The

Employee shall be entitled to a minimum of three weeks

(fifteen working days) of paid vacation annually, or such

greater amount as shall be customarily allowed to the Employee

during the fiscal year of the Company prior to the fiscal year

in which the Change of Control of the Company shall occur.

The Employee shall have the sole discretion to determine the

time and intervals of such vacation.




     3.
            Compensation.  While employed under this

Agreement, the Employee shall be compensated as follows:



          (a)
                  The Employee shall receive a salary equal

to his salary as in effect as of the date of the Change of

Control of the Company, subject to adjustment as hereinafter

provided.


          (b)
                  The Employee shall be reimbursed for any

and all monies advanced in connection with his employment for

reasonable and necessary expenses incurred by him on behalf of

the Company.



          (c)
                  The Employee shall be included to the

extent eligible thereunder in any and all plans providing

benefits for the Company's employees, including but not

limited to group life insurance, hospitalization, medical,

retiree health and pension, and shall be provided any and all

other benefits and perquisites (including use of an

automobile, parking privileges and club membership) made

available to other employees of comparable status, at the

expense of the Company on a comparable basis.  The Employee

shall be deemed eligible for retiree health if he qualifies on

the basis of years or service (regardless of his age).



          (d)
                  The Employee shall be permitted to

participate in any restricted stock plans, stock option plans

or other stock benefit plans as the Company establishes and

maintains from time to time for its officers and employees.

The Employee's participation level in such stock plans shall

be consistent with the participation level of other officers

and employees of the Company who have positions, duties and

responsibilities comparable to the Employee.



          (e)
                  The Employee shall be included in all

profit sharing, bonus, deferred compensation, split dollar

life insurance, and similar or comparable cash incentive bonus

plans customarily extended by the Company to corporate

officers and key employees of the Company.  The Employee shall

be entitled to cash incentive bonuses and profit sharing under

such plans which are consistent with the bonuses and profit

sharing received under such plans by other employees and

officers of the Company who have positions, duties and

responsibilities comparable to those of the Employee;

provided, however, that in no event shall (i) the aggregate of

cash incentive bonuses earned by the Employee for any fiscal

year of the Company during the Employment Period be less than

the Employee's Average Annual Incentive Bonus Compensation

(prorated for any portion of a fiscal year of the Company

during the term of the Employment Period), and (ii) the level

of profit sharing participation be less than the level in

effect prior to the commencement of the Employment Period.

For this purpose, the Employee's "Average Annual Incentive

Bonus Compensation" shall be the average of the aggregate

annual cash incentive bonuses earned by the Employee (whether

paid in the year earned or deferred for payment in subsequent

years) under all short and long-term cash incentive bonus

plans maintained by the Company in which the Employee

participated during the Company's latest three consecutive

fiscal years ended prior to the commencement of the Employment

Period.  If the Employee has been employed by the Company for

less than three complete fiscal years prior to the

commencement of the Employment Period, then the Employee's

Average Annual Incentive Bonus Compensation shall be the

average of the bonuses earned by the Employee during such

smaller number of complete fiscal years during which he was

employed by the Company prior to the commencement of the

Employment Period.  If the Employee has not been employed for

even one complete fiscal year prior to the commencement of the

Employment Period, then the Employee's Average Annual

Incentive Bonus Compensation shall be calculated by prorating

the bonus earned by the Employee for the portion of the

Company's most recently completed fiscal year during which the

Employee was employed prior to the commencement of the

Employment Period, as though the Employee had been employed

for such full fiscal year.  This proration shall be calculated

based upon a 365-day fiscal year.



     4.
            Annual Compensation Adjustments.  At least

annually during the Employment Period, the Board of Directors

of the Company or an appropriate committee thereof, in

accordance with past practice, will consider and appraise the

contributions of the Employee to the Company's operating

efficiency, growth, production and profits, at least annually

during the Employment Period, and the Employee's compensation

rate shall be annually adjusted upward to be commensurate with

increases given to other corporate officers and key employees

generally and as the scope and success of the Company's

operations or the Employee's duties expand.



     5.
            Disability.  If, during the Employment Period,

the Employee shall become disabled by sickness or otherwise so

that he is unable to perform the regular duties of his

employment on a full-time basis, the Company shall pay him

commencing on the date of the disability and continuing for

the first six months thereafter, as sick pay, his normal

salary and all benefits as described in paragraph 3 hereof.

If the disability continues beyond six months, then the

payment of the Employee's normal salary shall be suspended

during the period of disability. During the term of his

disability, and until the expiration of the Employment Period,

the Employee shall continue to receive customary fringe

benefits as provided in paragraphs 3(c) and 3(d) above.  The

obligation to provide the foregoing disability benefits shall

survive the termination of this Agreement provided the

disability was incurred before termination.  If the disability

terminates prior to the end of the Employment Period, the

Employee may elect to return to full-time employment under

this Agreement in which case this paragraph shall apply to all

subsequent short or long term disabilities.





     To determine whether the Employee is disabled for the



purposes of this paragraph, either party may from time to time

request a medical examination of the Employee by a doctor

appointed by the Company, or as the parties may otherwise

agree, and the written medical opinion of such doctor shall be

conclusive and binding upon the parties as to whether or not

the Employee has become disabled and the date when such

disability arose.  The cost of any such medical examination

shall be borne by the Company.




     6.
            Retirement.  If, during the Employment Period,

the Employee shall deliver to the Company a statement signed

by him stating that the Employee voluntarily chooses to retire

early from the Company, or if the Employee shall reach the age

of 65, or shall with the mutual agreement of the Company agree

in writing on early retirement, then this Agreement shall

terminate on the effective date of such event and the terms of

the Company's retirement policies or such mutual agreement

shall immediately become effective.



     7.
            Termination Other Than for Cause.



          (a)
                  At any time during the ninety (90) calendar

day period commencing on the date of completion of the

transaction or series of related transactions causing the

occurrence of a Change of Control (the "Trial Period"), the

Employee shall have the right to elect to terminate his

employment under this Agreement for any reason or no reason at

all and shall thereupon be entitled to the benefits and a

severance payment as set forth in paragraph 7(c) below.



          (b)
                  If during the Employment Period after the

Trial Period: (i) the Employee's duties shall be changed

substantially without his written consent from those specified

in paragraph 2, or (ii) the location of his principal place of

employment shall be moved, without his written consent, more

than thirty (30) miles distant from the location of his

principal place of employment on the date of the Change of

Control of the Company, or (iii) he shall fail to be reelected

to or he shall be removed from any corporate office(s) of the

Company, or (iv) if the Company otherwise violates this

Agreement, or (v) any successor to the principal business of

the Company (whether by merger, purchase of assets,

liquidation or otherwise) as described in paragraph 12 fails

or refuses to assume the Company's obligations under this

Agreement, then the Employee shall have the right to elect to

terminate his employment under this Agreement and shall

thereupon be entitled to the benefits and a severance payment

as set forth in paragraph 7(c) below.



          (c)
                  If during the Employment Period the

Employee's employment hereunder shall be terminated (1) by the

Company for any reason other than the reasons set forth

paragraphs 5, 6, 8 or 9 of this Agreement, or (2) by the

Employee pursuant to paragraph 7(a) or 7(b) above, thereafter

the Employee shall be entitled to participate in group life,

hospitalization and medical insurance and shall receive the

other employee benefits and perquisites described in paragraph

3(c) hereof, for the remainder of the Employment Period

(provided that if the Employee would be eligible to

participate in the Company's retiree health plan (based on

years of service without regard to age) if he had retired as

of the termination date, he shall be entitled to participate

in such retiree health plan upon such termination), and, no

later than thirty (30) calendar days following such

termination, the Company shall pay to the Employee or his

personal representative a severance payment in an amount equal

to the sum of the following:



(i)  The Employee's annual base salary through the date of the

     termination of employment to the extent not theretofore

     paid; plus



(ii) All deferred salary (including "bank" balances in the

     Company's incentive compensation plans), profit sharing,

     bonuses and other compensation earned by the Employee

     (whether vested or unvested or subject to any other

     contingencies) during the course of his employment with

     the Company prior to the termination of his employment;

     plus



(iii) The Employee's base salary for the portion of the

     Employment Period remaining unexpired as of the

     termination date.  For this purpose, the Employee's base

     salary shall be his base salary as in effect immediately

     prior to the termination of employment.  For any fraction

     of a year included in the unexpired portion of the

     Employment Period, the Employee's base salary shall be

     prorated based upon a 365-day year; plus



(iv) Incentive bonus compensation and profit sharing for the

     current fiscal year of the Company during which the

     termination of employment occurs and for all subsequent

     fiscal years of the Company thereafter which are included

     in whole or in part in the portion of the Employment

     Period remaining unexpired as of the termination date.

     The amount of the cash incentive bonus and the profit

     sharing for any partial fiscal year included in the

     balance of the Employment Period shall be prorated based

     on a 365-day fiscal year.  The amount of the annual bonus

     to be applied in calculating the incentive compensation

     payment shall be the average of the annual cash incentive

     bonuses earned by the Employee (whether such incentive

     bonuses were paid in the year earned or deferred for

     payment in subsequent years) under all short and long-

     term cash incentive bonus plans maintained by the Company

     in which the Employee participated during the Company's

     latest three consecutive fiscal years ended prior to the

     termination of the Employee's employment.  The amount of

     the annual profit sharing to be applied in calculating

     the profit sharing payment shall be the average of the

     annual profit sharing earned by the Employee (whether

     such profit sharing was paid in the year earned or

     deferred for payment in subsequent years) under the

     Company's profit sharing plan in which the Employee

     participated during the Company's latest three

     consecutive fiscal years ended prior to the termination

     of the Employee's employment.  If the Employee has been

     employed by the Company for less than three complete

     fiscal years prior to the date of the termination of his

     employment, then the amount of the annual bonus and the

     annual profit sharing for purposes of computing these

     payments shall be based upon the average of the bonuses

     earned and the average of the profit sharing earned by

     the Employee during such smaller number of complete

     fiscal years during which he was employed by the Company

     prior to the date of the termination of his employment.

     If the Employee has not been employed for even one

     complete fiscal year prior to the date of the termination

     of his employment, then his annual bonus and annual

     profit sharing for purposes of computing this payment

     shall be calculated by prorating the bonus earned and the

     profit sharing earned by the Employee for the portion of

     the Company's most recently completed fiscal year during

     which the Employee was employed, as though the Employee

     had been employed for such full fiscal year.  Such

     proration shall be calculated based upon a 365-day fiscal

     year.



          (d)
                  If during the twelve month period prior to

a Change in Control, (i) the Employee voluntarily retires

early from the Company pursuant to paragraph 6 (and the

Employee does not reach the age of 65 prior to the Change in

Control) and such early retirement was not undertaken with

actual knowledge that a Change in Control was imminent, (ii)

the Employee's employment is terminated by the Company for any

reason other than the reasons set forth in paragraphs 5, 8 or

9 or this Agreement, or (iii) the Employee terminates his

employment pursuant to paragraph 7(b) above, the Employee

shall, effective as of the date of termination, (and subject

to paragraph 7(e) below) be entitled to participate in group

life, hospitalization and medical insurance and shall receive

the other employee benefits and perquisites described in

paragraph 3(c) hereof, for a period of three years following

the date of termination (provided that if the Employee would

be eligible to participate in the Company's retiree health

plan (based on years of service without regard to age) if he

had retired as of the termination date, he shall be entitled

to participate in such retiree health plan upon such

termination), and, no later than thirty (30) calendar days

following such Change in Control, the Company shall pay to the

Employee or his personal representative a severance payment in

an amount equal to the sum of the following:



(i)  The Employee's annual base salary through the date of the

     termination of employment to the extent not theretofore

     paid; plus



(ii) All deferred salary (including "bank" balances in the

     Company's incentive compensation plans), profit sharing,

     bonuses and other compensation earned by the Employee

     (whether vested or unvested or subject to any other

     contingencies) during the course of his employment with

     the Company prior to the termination of his employment;

     plus



(iii) An amount equal to three times the Employee's annual

     base salary.  For this purpose, the Employee's annual

     base salary shall be his annual base salary as in effect

     immediately prior to the termination of employment; plus



(iv)  An amount equal to three times the Employee's annual

     incentive bonus compensation and profit sharing.  The

     amount of the annual incentive bonus to be applied in

     calculating the incentive compensation payment shall be

     the average of the annual cash incentive bonuses earned

     by the Employee (whether such incentive bonuses were paid

     in the year earned or deferred for payment in subsequent

     years) under all short and long-term cash incentive bonus

     plans maintained by the Company in which the Employee

     participated during the Company's latest three

     consecutive fiscal years ended prior to the termination

     of the Employee's employment.  The amount of the annual

     profit sharing to be applied in calculating the profit

     sharing payment shall be the average of the annual profit

     sharing earned by the Employee (whether such profit

     sharing was paid in the year earned or deferred for

     payment in subsequent years) under the Company's profit

     sharing plan in which the Employee participated during

     the Company's latest three consecutive fiscal years ended

     prior to the termination of the Employee's employment.

     If the Employee has been employed by the Company for less

     than three complete fiscal years prior to the date of the

     termination of his employment, then the amount of the

     annual bonus and the annual profit sharing for purposes

     of computing these payments shall be based upon the

     average of the bonuses earned and the average of the

     profit sharing earned by the Employee during such smaller

     number of complete fiscal years during which he was

     employed by the Company prior to the date of the

     termination of his employment.  If the Employee has not

     been employed for even one complete fiscal year prior to

     the date of the termination of his employment, then his

     annual bonus and annual profit sharing for purposes of

     computing this payment shall be calculated by prorating

     the bonus earned and the profit sharing earned by the Em-

     ployee for the portion of the Company's most recently

     completed fiscal year during which the Employee was

     employed, as though the Employee had been employed for

     such full fiscal year.  Such proration shall be

     calculated based upon a 365-day fiscal year.



          (e)
                  If it shall be impossible or impracticable

for the Employee to participate directly in certain programs

or plans specified in subparagraph (c) or (d) above, then the

Company shall provide, at the Company's expense, for the

provision to the Employee of benefits as nearly as possible

identical to, and in no event less beneficial to the Employee

than, those which would be provided to the Employee through

direct participation.



          (f)
                  If  it is determined that any payment or

distribution by the Company to or for the benefit of the

Employee (whether paid or payable or distributed or

distributable pursuant to the terms of this Agreement or

otherwise, but determined without regard to any additional

payments required under this paragraph 7) (a "Payment") would

be subject to the excise tax imposed by Section 4999 of the

Code, or if any interest or penalties are incurred by the

Employee with respect to such excise tax (such excise tax,

together with any such interest and penalties, are referred to

collectively as the "Excise Tax"), then the Employee shall be

entitled to receive an additional payment (a "Gross-Up

Payment") as necessary so that, on an after-tax basis, the

amount he retains is the same as though no Excise Tax applied.

In particular, the amount of the Gross-Up Payment shall be

calculated so that, after payment by the Employee of all

Excise Taxes on the initial Payment(s) and all income taxes

(and any interest and penalties imposed with respect thereto)

and Excise Taxes imposed on the Gross-Up Payment, the Employee

retains (in addition to the net after-tax amount of the

initial Payment) an amount of the Gross-Up Payment equal to

the Excise Taxes imposed upon the initial Payment(s).



          (g)
                  Subject to the provisions of paragraph

7(h), all determinations required to be made under this

paragraph 7, including whether and when a Gross-Up Payment is

required and the amount of such Gross-Up Payment and the

assumptions to be utilized in arriving at such determination,

shall be made by such certified public accounting firm as may

be designated by the Employee (the "Accounting Firm") which

shall provide detailed supporting calculations both to the

Company and the Employee within 15 business days of the

receipt of notice from the Employee that there has been a

Payment, or such earlier time as is requested by the Company.

All fees and expenses of the Accounting Firm shall be borne

solely by the Company.  Any Gross-Up Payment, as determined

pursuant to this paragraph 7, shall be paid by the Company to

the Employee within five days of the receipt of the Accounting

Firm's determination.  If the Accounting Firm determines that

no Excise Tax is payable by the Employee, it shall furnish the

Employee with a written opinion that failure to report the

Excise Tax on the Employee's applicable federal income tax

return would not result in the imposition of a negligence or

similar penalty.  Any determination by the Accounting Firm

shall be binding upon the Company and the Employee.  As a

result of the uncertainty in the application of Section 4999

of the Code at the time of the initial determination by the

Accounting Firm hereunder, it is possible that Gross-Up

Payments which will not have been made by the Company should

have been made ("Underpayment"), consistent with the

calculations required to be made hereunder.  In the event that

the Company exhausts its remedies pursuant to paragraph 7(h)

and the Employee thereafter is required to make a payment of

any Excise Tax, the Accounting Firm shall determine the amount

of the Underpayment that has occurred and any such

Underpayment shall be promptly paid by the Company to or for

the benefit of the Employee.



          (h)
                  The Employee shall notify the Company in

writing of any claim by the Internal Revenue Service that, if

successful, would require the payment by the Company of the

Gross-Up Payment.  Such notification shall be given as soon as

practicable but no later than ten business days after the

Employee is informed in writing of such claim and shall

apprise the Company of the nature of such claim and the date

on which such claim is requested to be paid.  The Employee

shall not pay such claim prior to the expiration of the 30-day

period following the date on which it gives such notice to the

Company (or such shorter period ending on the date that any

payment of taxes with respect to such claim is due).  If the

Company notifies the Employee in writing prior to the

expiration of such period that it desires to contest such

claim, the Employee shall:



(i)  Give the Company any information reasonably requested by

     the Company relating to such claim;



(ii) Take such action in connection with contesting such claim

     as the Company shall reasonably request in writing from

     time to time, including, without limitation, accepting

     legal representation with respect to such claim by an

     attorney reasonably selected by the Company;



(iii)
     Cooperate with the Company in good faith in order

     effectively to contest such claim; and



(iv) Permit the Company to participate in any proceedings

     relating to such claim; provided, however, that the

     Company shall bear and pay directly all costs and

     expenses (including additional interest and penalties)

     incurred in connection with such contest and shall

     indemnify and hold the Employee harmless, on an after-tax

     basis, for any Excise Tax or income tax (including

     interest and penalties with respect thereto) imposed as a

     result of such representation and payment of costs and

     expenses.  Without limitation on the foregoing provisions

     of this paragraph 7(h), the Company shall control all

     proceedings taken in connection with such contest and, at

     its sole option, may pursue or forgo any and all adminis-

     trative appeals, proceedings, hearings and conferences

     with the taxing authority in respect of such claim and

     may, at its sole option, either direct the Employee to

     pay the tax claimed and sue for a refund or contest the

     claim in any permissible manner, and the Employee agrees

     to prosecute such contest to a determination before any

     administrative tribunal, in a court of initial

     jurisdiction and in one or more appellate courts, as the

     Company shall determine; provided, however, that if the

     Company directs the Employee to pay such claim and sue

     for a refund, the Company shall advance the amount of

     such payment to the Employee, on an interest-free basis,

     and shall indemnify and hold the Employee harmless, on an

     after-tax basis, from any Excise Tax or income tax

     (including interest or penalties with respect thereto)

     imposed with respect to such advance or with respect to

     any imputed income with respect to such advance; and

     further provided that any extension of the statute of

     limitations relating to payment of taxes for the taxable

     year of the Employee with respect to which such contested

     amount is claimed to be due is limited solely to such

     contested amount.  Furthermore, the Company's control of

     the contest shall be limited to issues with respect to

     which a Gross-Up Payment would be payable hereunder and

     the Employee shall be entitled to settle or contest, as

     the case may be, any other issue raised by the Internal

     Revenue Service or any other taxing authority.



          (i)
                  If, after the receipt by the Employee of an

amount advanced by the Company pursuant to paragraph 7(h), the

Employee becomes entitled to receive any refund with respect

to such claim, the Employee shall (subject to the Company's

complying with the requirements of paragraph 7(h)) promptly

pay to the Company the amount of such refund (together with

any interest paid or credited thereon after taxes applicable

thereto).  If, after the receipt by the Employee of an amount

advanced by the Company pursuant to paragraph 7(h), a

determination is made that the Employee shall not be entitled

to any refund with respect to such claim and the Company does

not notify the Employee in writing of its intent to contest

such denial of refund prior to the expiration of 30 days after

such determination, then such advance shall be forgiven and

shall not be required to be repaid and the amount of such

advance shall offset, to the extent thereof, the amount of

Gross-Up Payment required to be paid.



          (j)
                  In the event that any Payment to Employee

pursuant to this Agreement or otherwise would be subject to

the excise tax imposed by Section 4999 of the Internal Revenue

Code of 1986, as amended (or any comparable successor

provision), the Company shall be entitled to withhold any such

excise tax as required by applicable law, together with any

other amounts required to be withheld under any applicable

federal or state law.



     8.
            Termination for Cause.  Employee agrees that this

Agreement may be terminated by the Company at any time for

cause, which shall mean only conviction based upon the

commission of a felony or becoming the subject of a final

nonappealable judgment of a court of competent jurisdiction

holding that the Employee is liable to the Company for damages

for obtaining a personal benefit in a transaction adverse to

the interests of the Company.  The Employee shall not be

deemed to have been terminated for cause unless and until

there shall have been delivered to the Employee a copy of a

resolution duly adopted by the affirmative vote of not less

than three-quarters (3/4) of the entire membership of the

Board called and held for such purpose (after reasonable

notice to the Employee and an opportunity for the Employee,

together with his counsel, to be heard before the Board),

finding that the Employee was guilty of conduct constituting

cause for termination as set forth in this paragraph 8 and

specifying the particulars thereof in detail.  In the event

this agreement is terminated for cause, the Employee shall

forfeit his right to any and all benefits he would otherwise

have been entitled thereafter to receive under the Agreement,

but shall not forfeit his right to benefits accrued up to and

including the date of termination.



     9.
            Death of Employee.  Upon the death of the

Employee during the Employment Period, the payment of base

compensation as provided in subparagraph 3(a) shall continue

through the last day of the month in which death occurs, and

bonuses for the year in which death occurs shall be prorated

on the basis of the number of months elapsed during the fiscal

year as of such day.  The other rights and benefits of the

Employee (or his personal representative) shall be as

determined under the applicable programs and plans of the

Company covering the Employee at death.



     10.
             Restricted Shares.  Upon the occurrence of a

Change of Control of the Company, all restrictions upon

unconditional receipt by Employee of shares of stock or other

securities of the Company granted under any restricted stock

or other compensation plan shall immediately be removed, and

such shares shall vest in and be distributed immediately to

Employee.  The Company covenants and agrees to take such steps

(including amendment of any existing plan) to insure that all

such plans shall allow or provide for such vesting and

distribution.  This paragraph 10 shall not accelerate or

otherwise affect the vesting of stock options held by the

Employee, vesting of which shall be governed by the terms of

the option plan and/or of any option agreement pursuant to

which such options are granted.



     11.
             Noncompetition.



          (a)  Scope of Noncompetition. In the event that the

employment of the Employee is terminated pursuant to paragraph

7 prior to the expiration of the Employment Period such that

the Employee receives the payments and benefits referred to in

paragraph 7(c) or 7(d), the Employee agrees that he will not,

for the Noncompetition Period (as hereinafter defined):



(i)  Render services, directly or indirectly, to any

     "Competitor" (other than the acquisition of an equity

     interest in a corporation or other entity registered

     under the Securities Exchange Act of 1934, as amended,

     not requiring the filing of a Schedule 13D or Schedule

     13G or any successor schedules or forms) in connection

     with the development, manufacture, distribution, sale,

     merchandising or promotion of any "Competitive Product"

     or "Competitive Service."  "Competitor" means any

     corporation, person, firm or organization or division or

     part thereof engaged in or about to become engaged in

     research and development work on or the production and/or

     sale of any Competitive Product or Competitive Service in

     any country in which the Company or any of its affiliates

     sold a product or service to a customer within the two-

     year period ending on the effective date of the

     termination of Employee's employment with the Company.

     "Competitive Product" or "Competitive Service" means a

     product or service, as the case may be, made, offered,

     sold or provided by a Competitor, which is the same as,

     functionally equivalent to, or otherwise directly

     competitive with one made, offered, sold or provided by

     the business units of the Company over which the Employee

     had a material supervisory or management role.



(ii) Engage either directly or indirectly, in any country in

     which the Company or any of its affiliates sold a product

     or service to a customer within the two-year period

     ending on the effective date of the termination of

     Employee's employment with the Company  for himself or as

     an investor in the development, manufacture, purchase or

     sale of any Competitive Product or Competitive Service.



          (b)  Noncompetition Period.  For purposes of this

paragraph 11, the term "Noncompetition Period" means the

period beginning on the effective date of the termination of

Employee's employment with the Company and continuing for (i)

the unexpired term of the Employment Period in the case of a

severance payment made pursuant to paragraph 7(c), or (ii)

three years in the case of a severance payment made pursuant

to paragraph 7(d).



          (c)  Survival.  The noncompetition covenant in this

paragraph 11 shall survive the termination of the Employee's

employment.



          (d)  Notification to the Company.  If the Employee

notifies the Company of the occupation the Employee proposes

to take up after termination of employment with the Company

and furnishes the Company such written or oral information as

it may reasonably request concerning such proposed occupation,

the Company agrees to notify the Employee promptly, and in any

event, within fourteen (14) business days after receipt of the

requested information, whether or not the Company considers

such occupation, based on the information so furnished or

derived from its independent investigation, to come within the

provisions of this Section and, if the Company considers such

occupation to come within the provisions of this Section,

whether the Company will waive any of the provisions thereof.



          (e)  Remedies.  In addition to other remedies

provided by law or equity, upon a breach by the Employee of

any of the covenants contained in this paragraph 11, the

Company shall be entitled to have a court of competent

jurisdiction enter an injunction against the Employee

prohibiting any further breach of the covenants contained

herein.  The parties further agree that the services to be

performed hereunder are of a unique, special, and

extraordinary character.  Therefore, in the event of any

controversy concerning the rights or obligations under this

Agreement, such rights or obligations shall be enforceable in

a court of competent jurisdiction at law or equity by a decree

of specific performance or, if the Company elects, by

obtaining damages or such other relief as the Company may

elect to pursue.  Such remedies, however, shall be cumulative

and nonexclusive and shall be in addition to any other

remedies which the Company may have.



     12.
             Enforceability.  The parties agree that nothing

in this Agreement shall in any way abrogate the right of the

Company and the Employee to enforce by injunction or otherwise

the due and proper performance and observance of the several

covenants herein contained to be performed by the Employee or

the Company or to recover damages for breach thereof



     13.
             Successors and Assigns.  If the Company sells,

assigns or transfers all or substantially all of its business,

assets or earning power to any person, or if the Company

merges into or consolidates or otherwise combines with any

person which is the continuing or successor entity, then the

Company shall assign all of its right, title and interest in

this Agreement as of the date of such event to the person

which is either the acquiring or successor corporation, and

such person(s) shall assume and perform from and after the

date of such assignment all of the terms, conditions and

provisions imposed by this Agreement upon the Company.  In

case of such assignment by the Company and of assumption and

agreement by such person(s), all further rights as well as all

other obligations of the Company under this Agreement

thenceforth shall cease and terminate.  All rights of Employee

hereunder shall inure to the benefit of the Employee and his

heirs and personal representatives.  Other than as

specifically provided in this paragraph 13, neither the

Company nor Employee may assign any rights or obligations

hereunder without the express written consent of the other

party.



     14.
             Termination Prior to Change of Control.  Except

as described herein in the event of a Change in Control, this

Agreement is not intended to vest in Employee any right to

continued employment by Company.  Absent such a Change in

Control and unless specifically established otherwise by

agreement between the Company and Employee, Employee's

employment status with the Company is one of employment at-

will.



     15.
             Supplemental Agreement.  This Agreement

supercedes any previously existing Contingent Employment

Agreement of like nature between the Company and the Employee;

however, this Agreement supplements, and is not an amendment

to or in derogation of, any other agreement between the

Company and the Employee relating to employment or the terms

and conditions thereof.  No person, other than such person as

may be designated by the Board of Directors of the Company,

shall have any authority on behalf of the Company to agree to

modify or change this Agreement.  Notwithstanding the

foregoing, this Agreement supercedes and replaces any

contingent employment agreement entered into between the

Employee and the Company prior to the date of this Agreement

which addresses terms of employment, compensation and

severance benefits that would become available to the Employee

in the event of a change of control of the Company, as that

term may be defined in such other contingent employment

agreement.  Accordingly, any such other contingent employment

agreements shall be deemed terminated and of no further force

or effect.



     16.
             Governing Law, Severability.  This Agreement is

to be governed by and construed under the internal laws of the

State of Wisconsin.  If any provision of this Agreement shall

be held invalid and unenforceable for any reason, such

provision shall be deemed deleted and the remainder of the

Agreement shall be valid and enforceable without such

provision.





     IN WITNESS WHEREOF, the Company has caused this Agreement

to be executed and its corporate seal affixed and attested by

its duly authorized officer, and the Employee has hereunto set

his hand and seal as of the date first above written.





                                    THE MANITOWOC COMPANY, INC.







      By:________________________________

      (Corporate Seal)              Terry D. Growcock,

                                President and Chief Executive

                                Officer





                                    EMPLOYEE:







      _______________________________(Seal)

EX-10.0(C)

                 THE MANITOWOC COMPANY, INC.

            SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN





     Whereas, the Manitowoc Company, Inc., a Wisconsin

corporation (the "Company"), deems it desirable to adopt a

supplemental executive retirement plan for its key employees.

     Now, therefore, The Company hereby establishes the

Manitowoc Company, Inc. Supplemental Executive Retirement Plan

(the "Plan"), effective January 1, 2000, to read as follows:





                          ARTICLE I

                         PLAN PURPOSE



The purpose of this Plan is to attract and retain key

management employees by supplementing their retirement income.

The key management employees of the Company who participate in

this plan will be selected by and designated in writing by the

Compensation Committee of the Board of Directors of the

Company.



This plan is an unfunded target benefit plan. A target benefit

plan is similar to a defined contribution plan.  An annual

contribution credit is calculated for each participant as a

level percent of pay. Such accumulated annual contribution

credit, accumulated at the Plan's assumed rate of investment

return, is expected to fund a life annuity in an amount equal

to a target benefit payable as a life annuity under

assumptions defined in this plan.  A participant's benefit is

the account balance maintained for a Participant by the

Company.  When a Participant becomes eligible for a

distribution from this plan, the participant may elect to

receive his benefit in a single lump sum or over a fixed

period not to exceed ten years.











                          ARTICLE II

                         DEFINITIONS



2.1   "Account Balance"  is an account maintained for each

     Participant which reflects the accumulation of the Annual

     Contribution Credits and the Investment Credits earned

     under the Plan.



2.2   "Actuarial equivalent" shall mean a single payment or a

     series of payments that have the same value as another

     single payment or series of payments. For purposes of

     this plan any actuarial equivalence for payments made

     shall reflect a 9.0% interest rate and life annuity

     values shall reflect mortality based upon the 1994

     Uninsured Pensioners Mortality Table.






2.3   "Actuary" is an Enrolled Actuary hired by the Plan

     Administrator to calculate the Annual Contribution Credit

     under the plan.



2.4   "Administrator" shall mean the Plan's administrator as

     defined in Section VI.



2.5   "Annual Contribution Credit" is the amount calculated

     under Article III and credited to each Participant's

     Account Balance.



2.6   "Change in Control" means (a) the acquisition by any

     individual, entity or group (within the meaning of

     Section 13(d)(3) or 14(d)(2) of the Securities Exchange

     Act of 1934) of the ownership of 25% or more of either

     (I)

the then outstanding shares of Common Stock of the Company or

(ii) the combined voting power of the then outstanding voting

securities of the Company entitled to vote generally in the

election of directors, (b) a change in the majority of the

Board, or (c) a major corporate transaction, such as a merger,

sale of substantially all of the Company's assets or a

liquidation, which results in a change in the majority of the

Board or a majority of stockholders.

2.7   "Company" shall mean The Manitowoc Company, Inc. a

     Wisconsin corporation and its successors.



2.8   "Compensation" shall mean, for any Plan Year, a

     Participant's regular base salary established by the

     Company (including elective deferrals that are excluded

     from gross income and are payable to a plan described in

     Section 401(k) or Section 125 of the Internal Revenue

     Code) plus actual bonus awards payable for the Plan Year.

     Compensation shall not include commissions, the value of

     fringe benefits and other special awards or payments.



2.9   "Final Average Compensation Target" shall mean the

     average of the five years of projected Compensation

     ending on December 31 of the Plan Year before the

     Participant's Target Retirement Date.  Projected

     Compensation will be determined by increasing the current

     Compensation for each year in the future by 6.0%,

     compounded annually, until the Plan Year preceding the

     Participant's Target Retirement Date.



2.10  "Investment Credit" is the annual increase in a

     Participants Account Balance on December 31 equal to 9.0%

     of the Account Balance as of January 1 of the same Plan

     Year.



2.11  "Normal Retirement Date" is the first day of the month

     following age 65.



2.12  "Plan Year" shall be the calendar year.



2.13  "Substantial Employment Change" shall mean following a

     Change in Control



(a)      a Participant's employment is terminated without

  cause:

(b)      a negative, fundamental or material change is made in

  a Participant's duties or responsibilities ;

(c)      a Participant's salary or other material compensation

  or benefits are reduced and such decrease is not related to

  Company or individual performance;

(d)      a Participant is required to materially relocate his

  or her residence or principal office location against his or

  her will; or

(e)      a Participant is not offered a comparable position

  with a successor entity.



2.14  "Target Retirement Benefit" is fifty-five percent (55%)

     of a Participant's Final Average Compensation Target. If

     the Company adopts any other employer provided defined

     benefit retirement plan, the actuarial equivalent of such

     benefit payable as a level life annuity will be

     subtracted from the Target Retirement Benefit.



2.15  "Target Retirement Date" is the earlier of the Normal

     Retirement Date and the first of the month following the

     date on which the Participant's attained age plus years

     of service with the Company equals 80. Attained Age and

     years of service will be calculated in years and complete

     months.







                         ARTICLE III

                  ANNUAL CONTRIBUTION CREDIT



3.1   The Company shall have an Actuary calculate the Annual

     Contribution Credit in accordance with this Article III.

     Such Annual Contribution Credit shall be credited to a

     Participant's Account Balance as of December 31 of each

     Plan Year prior to the Participant's Target Retirement

     Date provided the Participant is an employee on December

     31 of the Plan Year.



3.2    The Annual Contribution Credit shall be calculated at

     the end of each plan year as follows:



a.       Calculate the Target Retirement Benefit, which equals

  fifty-five percent (55%) of a Participant's Final Average

  Compensation Target.



b.       Calculate the lump sum actuarially equivalent of the

  Target Benefit at the Target Retirement Date.



c.       Calculate the present value of the lump sum

  actuarially equivalent to the Target Benefit for the Plan

  Year.



d.       Calculate the Participant's Account Balance as of

  December 31 of the Plan Year after the Account Balance has

  been increased by the 9.0% interest credit.



e.       The Annual Contribution Credit shall equal the annual

  amount required to fund the difference in c. and d. by the

  Target Retirement Date assuming the contribution increases

  6.0% a year and earns 9.0% a year.





                          ARTICLE IV

                       ACCOUNT BALANCE



     The Administrator shall cause an Account Balance to be

maintained for each Plan Participant. The Account Balance on

January 1 of the first year that a Participant commences

participation is zero. On December 31 of each Plan Year the

Account Balance at the beginning of the Plan Year will be

increased by a 9.0% interest credit. Following the interest

credit the Account Balance will be credited with the Annual

Contribution Credit calculated for a Participant. No Annual

Contribution Credit will be provided if the Participant has

reached his or her Target Retirement Date. However, the

Account Balance will continue to be increased annually by the

9.0% interest credit. In addition, the Account Balance will be

reviewed periodically after the Target Retirement Date to

ensure that the Account Balance is not less than the

actuarially equivalent of the Target Retirement Benefit

reflecting changes in Compensation. If after the Target

Retirement Date the Account Balance is less than the actuarial

equivalent of the Target Retirement Benefit the Administrator

will notify the Compensation Committee of the shortfall and

credit the Participant's account annually with one-fifth of

such shortfall until the Account Balance is at least

actuarially equivalent to the Target Benefit.



                          ARTICLE V

               BENEFIT ELIGIBILITY AND PAYMENT



5.1  Voluntary Termination of Employment or Retirement. If a

     Participant terminates employment or retirees from the

     Company the Participant is eligible to receive his

     Account Balance.



5.2  Death. A Participant's spouse will be the designated

     beneficiary under this plan. If the Participant is not

     married the Participant may designate anyone else as his

     or her designated beneficiary. Such designated

     beneficiary will be entitled to receive as a death

     benefit the Participant's Account Balance.



5.3  Disability. If a Participant shall become permanently and

     totally disabled the Participant will be eligible to

     receive his Account Balance. The Administrator will have

     the authority to determine if the Participant is totally

     and permanently disabled. The Administrator shall have

     the right to request any information the Administrator

     deems necessary so as to determine if the Participant is

     permanently and totally disabled. The Participant must

     submit the information requested by the Administrator in

     order to be eligible for a distribution.



5.4  Payment of Benefits.  If the Participant or the

     designated survivor of a Participant is entitled to the

     Account Balance it shall be paid in a single lump sum

     within 60 days following termination of employment, death

     or disability. In lieu of a single payment the

     Participant may elect to receive his Account Balance over

     a fix number of years not to exceed 10 years. Each

     payment will equal the account balance divided by the

     remaining number of years elected for payment. During

     this payout period the Account Balance will continue to

     be credited with a 9.0% interest credit for each year

     adjusting for the timing of the payments made.



5.5

5.6   Change in Control. If a Participant experiences a

     Substantial Employment Change following a Change in

     Control the Participant's Account Balance will be

     immediately increased so that the Account Balance is not

     less than the lump sum actuarially equivalent of the

     present value of the Target Retirement Benefit. The

     Participant will be eligible for a distribution of his or

     her revised Account Balance as any other terminated

     Participant.



5.7   Termination for Cause.  Notwithstanding anything in this

     Plan to the contrary, if the Company terminates a

     Participant's employment for Cause, then the Company

     shall have no obligation to such Participant or his or

     her spouse pursuant to this Plan, and no payments of any

     kind shall thereafter be made by the Company to the

     Participant hereunder.

     For purposes of the foregoing, "Cause" means:

(i)               any act or acts of the Participant

     constituting a felony (or its equivalent) under the laws

     of the United States, any state thereof or any foreign

     jurisdiction;

(ii)              any material breach, as determined by the

     Company, by the Participant of any employment agreement

     with the Company or the policies of the Company or any of

     its subsidiaries or the willful and persistent (after

     written notice to the Participant) failure or refusal, as

     determined by the Company, of the Participant to perform

     his duties or employment or comply with any lawful

     directives of the board of directors of the Company.

(iii)             Conduct which the Company determines amounts

     to gross neglect, willful misconduct or dishonesty; or

(iv)              Any misappropriation of material property of

     the Company by the Participant or any misappropriation of

     a corporate or business opportunity of the Company by the

     Participant, all as determined by the Company.





                          ARTICLE VI

                      GENERAL PROVISIONS





6.1   Administration.   The Administrator of the Plan shall be

     the Company, which shall be the named fiduciary

     responsible for the administration of the Plan.  The Vice

     President Employee of Human Resources of the Company or

     his delegate shall perform the responsibilities for the

     Administrator.  All decisions and determinations made by

     the Administrator, the Compensation Committee or their

     delegates pursuant to their duties and powers described

     in the Plan shall be conclusive and binding upon all

     parties.  The Administrator, the Committee and their

     delegates shall have sole discretion in carrying out

     their responsibilities.

6.2   Claims.

(a)            A Participant or the designated survivor of a

  Participant shall make an application for benefits to the

  Administrator.

(b)            In the event that the Administrator denies, in

  whole or part, a claim for benefits by a Participant or his

  designated survivor, the Administrator shall furnish notice

  of the denial to the claimant, setting forth:

(1)          the specific reasons for the denial,

(2)          specific reference to the pertinent Plan

   provisions on which the denial is based,

(3)          a description of any additional information

   necessary for the claimant to perfect the claim and an

   explanation of why such information is necessary, and

(4)          appropriate information as to the steps to be

   taken if the claimant wishes to submit his claim for

   review.

     Such notice shall be forwarded to the claimant within 90

days of the Administrator's receipt of the claim; provided,

however, that in special circumstances the Administrator may

extend the response period for up to an additional 90 days, in

which event it shall notify the claimant in writing of the

extension and shall specify the reason or reasons for the

extension.



6.3   Payment to Guardian.   If an amount is payable under

     this Plan to a minor or a person declared incompetent or

     to a person incapable of handling the disposition of

     property, the Administrator may direct payment of such

     amount to the guardian, legal representative or person

     having the care and custody of such minor or incompetent

     person.  The Administrator may require proof of

     incompetency, minority, incapacity or guardianship as it

     may deem appropriate prior to the distribution of the

     amount.  Such distribution shall completely discharge the

     Company from all liability with respect to such amount.

6.4   Withholding, Payroll Taxes.  A Company shall withhold

     from payments made under the Plan any taxes required to

     be withheld from a Participant's wages for the federal or

     any state or local government.

6.5   Source of Funds.  This Plan shall be unfunded, and

     payment of benefits hereunder shall be made from the

     general assets of the Company.  Any such asset that may

     be set aside, earmarked or identified as being intended

     for the provision of benefits hereunder shall remain an

     asset of the Company and shall be subject to the claims

     of its general creditors.  Each Participant shall be a

     general creditor of the Company to the extent of the

     value of his benefit accrued hereunder, but he shall have

     no right, title, or interest in any specific asset that

     the Company may set aside or designate as intended to be

     applied to the payment of benefits under this Plan.  The

     Company's obligation under the Plan shall be merely that

     of an unfunded and unsecured promise of the Company to

     pay money in the future.

6.6   Nonalienation of Benefits.  Except as hereinafter

     provided with respect to marital disputes, none of the

     benefits or rights of a Participant or any beneficiary of

     a Participant shall be subject to the claim of any

     creditor, and in particular, to the fullest extent

     permitted by law, all such benefits and rights shall be

     free from attachment, garnishment or any other legal or

     equitable process available to any creditor of the

     Participant and the beneficiary.  Neither the Participant

     nor the beneficiary shall have the right to alienate,

     anticipate, commute, pledge, encumber, or assign any of

     the benefit or payments which he may expect to receive,

     contigentcy or otherwise, under this Plan, except insofar

     as the form in which benefits are paid under Section 4.2

     involves the Participant's designation of a beneficiary

     to received payments after the Participant's death.  In

     cases of marital dispute, the Administrator will observe

     the terms of the Plan unless and until ordered to do

     otherwise by a state or federal court.  As a condition of

     participation, a Participant agrees to hold the Company

     harmless from any harm that arises out of the Company's

     obeying the final order of any state or federal court,

     whether such order effects a judgment of such court or is

     issued to enforce a judgment or order of another court.

6.7   Amendment and Termination.

(a)              The Company reserves the right to amend this

   Plan at any time and from time to time in any fashion and

   to terminate it at will, by or pursuant to action to the

   Company's board of directors.  The  Company reserves the

   right to terminate its participation in this Plan at any

   time, by or pursuant to action of its Board of Directors

   or other governing body.

(b)              No amendment or termination of the Plan shall

   (without the Participant's or beneficiary's consent) alter

   the Participant's right to monthly payments that have

   commenced prior to the effective date of such termination

   or amendment.  The Company specifically reserves the right

   to terminate or amend this Plan to eliminate the right of

   any Participant to receive payment hereunder prior to the

   time when payments are in pay status under this Plan.

   Notwithstanding the above, if the Company is liquidated,

   the Administrator shall have the right to determine any

   amounts payable to a Participant or a beneficiary and to

   cause the amount so determined to be paid in one or more

   installments or upon such other terms and conditions and

   at such other time as the Administrator determines to be

   just and equitable.

6.8   No Contract of Employment.  Nothing contained herein

     shall be construed as conferring upon any person the

     right to be employed or continue in the employ of the

     Company.


6.9   Applicable Law.  The provisions of this Plan shall be

     construed and interpreted according to the laws of the

     State of Wisconsin.

6.10  Successors.  The provisions of this Plan shall bind and

     inure to the benefit of each Company and its successors

     and assigns.   The term successors as used herein shall

     include any corporate or other business entity which

     shall, whether by merger, consolidation, purchase or

     otherwise acquire all or substantially all of the

     business and assets of the Participation Company, and

     successors of any such corporation or other business

     entity.



      IN WITNESS WHEREOF, and as evidence to the adoption of

the foregoing Plan, the Company have caused the same to be

executed by their duly authorized officers.



THE MANITOWOC COMPANY, INC.



By:_________________________________________



Date:_______________________________________







                 THE MANITOWOC COMPANY, INC.

            SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



                          APPENDIX A



     As of January 1, 2000, the following employees are

Participants in the Manitowoc Company, Inc. Supplemental

Executive Retirement Plan.



     Terry Growcock

     Timothy Kraus

     Thomas Musial

     Glen Tellock

EX-10.7(B)

                  THE MANITOWOC COMPANY, INC.



             RESOLUTIONS OF THE BOARD OF DIRECTORS

   AMENDING THE 1999 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

                       February 15, 2000





     WHEREAS, the Company's board of directors adopted The

Manitowoc Company, Inc. 1999 Non-Employee Director Stock Option

Plan (the "Plan") on February 16, 2000.



     WHEREAS, the Plan was subsequently approved by the

Company's shareholders at the Company's 1999 Annual Meeting.



     WHEREAS,  the Company effected a 3-for-2 stock split (the

"Stock Split") on March 31, 1999.



     WHEREAS, it is deemed advisable and in the best interests

of the Company and its shareholders to amend the Plan in order

to reflect the Stock Split.



     WHEREAS, pursuant to the terms of the Plan, the Company's

board of directors may at any time amend, alter, suspend,

discontinue or terminate the Plan.






     NOW, THEREFORE, BE IT RESOLVED, that The Manitowoc

Company, Inc. 1999 Non-Employee Director Stock Option Plan is

hereby amended as follows:



1.   Paragraph 5(b) of the Plan is hereby deleted in its

     entirety and replaced with the following:



By and simultaneously with the adoption of the Plan by the

Board, subject to approval of the Plan by the shareholders of

the Company, each Non-employee Director at such time shall be

granted an Option to purchase three thousand (3,000) Shares

under the Plan (the "First Option").  Thereafter, on the date

on which a Non-employee Director, other than a Non-employee

Director who was serving as a director of the Company during

the existence of the Plan, such Non-employee Director shall

automatically be granted an Option to purchase three thousand

(3,000) Shares under the Plan.



2.   Paragraph 5(c) of the Agreement is hereby deleted in its

     entirety and replaced with the following:



Following the date of grant of the First Option, on the date of

the first Board meeting occurring in each calendar year, each

continuing Non-employee Director of the Board shall be granted

an additional Option to purchase one thousand five hundred

(1,500) Shares under the Plan (the "Annual Option").  Annual

Options are not made concurrently with First Options and a Non-

employee Director must be continuing in office in order to be

eligible to receive an Annual Option.



     FURTHER RESOLVED, that if the SEC, the New York Stock

Exchange, or any state or federal governmental or regulatory

body shall require a resolution in a form different from the

foregoing resolutions, such resolution shall be deemed approved

and adopted by the Board of Directors to the extent it is not

inconsistent with the foregoing resolutions, provided a copy of

such resolution is inserted in the minute book of the Company

by the Secretary.



     FURTHER RESOLVED, that the appropriate officers of the

Company are hereby broadly authorized and directed to take any

and all such actions and execute any and all such additional

documents and instruments as may be necessary or desirable to

implement the purposes of the foregoing resolutions.

EX-13

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION


The following discussion and analysis should be read in conjunction

with the consolidated financial statements and related notes

appearing in this annual report.



Overview - The Manitowoc Company, Inc. (referred to as the

"company," "MTW," "we," "our," and "us") is a leading manufacturer

of engineered capital goods and support services for selected

market segments which today include Foodservice Equipment, Cranes

and Related Products, and Marine. The centerpiece of our efforts is

and will continue to be providing high-quality, customer-focused

products and services to the markets we serve in a manner that

continuously adds economic value to MTW for our shareholders.

  In the context of providing high-quality, customer-focused

products and services to our customers and creating economic value

for our shareholders, we have established the following goals to be

achieved by the end of 2002. Crucial to the achievement of these

goals has been and will continue to be new-product innovation plus

business and product line acquisitions.



2002 GOALS
- -----------


 Reach $1.3 billion in sales.
 ------------------------------------------------------------


 Generate 80% of revenues from new products/models introduced

  or acquired since 1998.
 ------------------------------------------------------------


 Be EVA(R) accretive in each business unit each year.
 ------------------------------------------------------------


 Supplement core businesses with strategic acquisitions.

 Continue to make global expansion a key priority.
 ------------------------------------------------------------


 Pursue ISO quality certification for all non-marine operations.
 ------------------------------------------------------------




On our way to realizing the goals set forth above, we are proud to

highlight a few key achievements during 2000:

*We posted record 12-month revenues of $873.3 million in 2000 with

the increase over 1999 coming from newly acquired businesses.

*We completed five acquisitions during 2000 for an aggregate cost

of $99.0 million--with at least one acquisition being completed in

each of our segments.

*We generated $63.0 million in operating cash flows that were used

to reinvest in our businesses through capital expenditures of

$13.4 million, to repurchase 1.9 million shares of MTW stock, and

to complete the acquisitions.

*We invested $2.6 million in manufacturing process improvements

and growth initiatives as well as $6.7 million in research and

development that led to the launch of several new products in each

segment.

*A total of $35.4 million of EVA was generated during the year.

*We reduced our cash gap during the year from 50 days in 1999 to

47 days at the end of 2000.



The following discussion and analysis covers the key drivers of our

results for 2000. First, we provide an overview of our results of

operations for the years 1998 through 2000 on a consolidated basis

and by business segment. The following sections contain a

discussion of new acquisitions, liquidity and financial condition

of MTW, and our market risk management techniques. Lastly, we

provide a discussion of contingent liability issues, impact of

accounting changes, and cautionary statements.





RESULTS OF OPERATIONS

Consolidated
- ------------



 In Thousands:                        2000          1999          1998
                                  --------      --------      --------

 Net sales(1)                     $873,272      $824,339      $703,920

 Cost of sales                     637,538       590,627       508,299
 ---------------------------------------------------------------------

 Gross profit                      235,734       233,712       195,621

 Engineering, selling &

  administrative expenses          114,901       107,369        98,120

 Amortization                        8,181         7,392         4,881
 ---------------------------------------------------------------------

 Operating income                  112,652       118,951        92,620

 Interest expense                  (14,508)      (10,790)       (9,741)

 Other expense                      (2,024)       (2,155)       (1,467)
 ---------------------------------------------------------------------

 Earnings before taxes              96,120       106,006        81,412

 Income taxes                       35,852        39,222        30,032
 ---------------------------------------------------------------------

 Net earnings                     $ 60,268      $ 66,784      $ 51,380
 =====================================================================




(1)During 2000, we reclassified certain boom-truck costs

formerly reported as a component of net sales to cost of

sales, due to the implementation of Emerging Issues Task Force

(EITF) No. 99-19, "Reporting Revenues Gross as a Principal

versus Net as an Agent." As a result, sales and cost of sales

were increased in the Crane segment by $18.8 million and $9.1

million in 1999 and 1998, respectively.

- ------------------------------------------------


Net sales increased 5.9% in 2000 to $873.3 million from $824.3

million in 1999. This increase was driven by acquisitions. Net

sales in 1999 increased 17.1% compared to 1998. This increase

was caused half by internal growth and half from acquisitions

made since 1997.

 Gross profit as a percent of net sales declined in 2000 to

27.0% from 28.4% in 1999 and 27.8% in 1998. The decline in

2000 was due to decreased volumes in our Foodservice and Crane

segments, inefficiencies caused by current year investments in

manufacturing process improvements, increased project work in

the Marine segment, and by lower gross margins on businesses

acquired in 2000 and 1999. The 1999 increase in gross margin

versus 1998 was due to higher volumes in all three segments,

synergies achieved in the realignment of the two groups within

the Foodservice segment, and productivity improvements

achieved within the Crane segment.

 Engineering, selling, and administrative expenses were

maintained during 2000 at 13.2% of net sales versus 13.0% and

13.9% of net sales in 1999 and 1998, respectively. The

maintenance of this ES&A ratio in 2000 was due to the

flexibility of our fixed cost structure and our resulting

ability to control costs in light of lower volumes. We

successfully maintained this cost ratio during 2000

notwithstanding our completion and assimilation of five

acquisitions and the investigation of several others. The

decrease in ES&A as a percent of sales in 1999 versus 1998 was

achieved through continuing cost controls in all three

segments as well as the implementation of operating

efficiencies within the Foodservice and Crane segments.


  Amortization expense of $8.2 million during 2000 increased

10.7% over the $7.4 million reported in 1999.  Amortization

expense in 1999 increased 51.4% over the $4.9 million recorded

in 1998. This increase in amortization expense in 1999 and

2000 is the result of the additional goodwill recognized

related to the eight acquisitions completed since the

beginning of 1998.

  Our operating income in 2000 of $112.7 million, or 12.9% of

net sales, decreased 5.3% versus the $119.0 million, or 14.4%

of net sales, reported for 1999. Operating earnings for 1999

were 28.4% higher than the $92.6 million, or 13.2% of net

sales, reported for 1998.

  Interest expense during 2000 of $14.5 million was 34.5%

higher than the amount recorded during 1999. Interest expense

of $10.8 million in 1999 was 10.8% higher than the $9.7

million recorded in 1998. This increase in interest expense

during 1999 and 2000 was due to a combination of the

additional debt incurred to fund acquisitions and to

repurchase 1.9 million shares of MTW stock during 2000. The

effective interest rate paid on all outstanding debt as of

December 31, 2000, 1999, and 1998 were 6.9%, 6.7%, and 6.3%,

respectively. These rates remained relatively stable in spite

of the rising interest rate environment that began in the

middle of 1999. We controlled our exposure to interest rate

increases over this period in three ways. First, we

effectively used interest rate hedges on variable-rate debt.

Second, we benefited from our favorable fixed-rate borrowings.

Third, we effectively used alternative borrowing vehicles

outside of our existing revolver facility, such as short-term

commercial paper borrowings.

  The 2000 effective income tax rate was 37.3%, compared to

37.0% in 1999 and 36.9% in 1998.  The increase in our

effective income tax rate over this three-year period is due

to increasing amounts of non-deductible goodwill amortization

expense arising from acquisitions.



SALES AND OPERATING PROFITS



Foodservice Equipment Segment

- ------------------------------



 In Thousands:             2000          1999           1998
                       --------      --------       --------

 Net sales             $425,080      $379,625       $319,457
 -----------------------------------------------------------

 Operating income      $ 61,368      $ 65,372       $ 52,950
 -----------------------------------------------------------

 Operating margin         14.4%         17.2%          16.6%
 -----------------------------------------------------------



Foodservice segment net sales rose 12.0% to $425.1 million in

2000 compared to 1999 levels. This increase was due

exclusively to acquisitions. These acquisitions included:

Kyees Aluminum, acquired in April 1999 and included in results

for all of 2000, but only part of 1999; Beverage Equipment

Supply Company (BESCO), acquired in February 2000; Multiplex

Company, Inc., acquired in March 2000; and Harford Duracool

LLC, acquired in April 2000. Organic sales growth for the

Foodservice segment in 2000 was flat versus 1999 levels.

  The 18.8% increase in net sales in 1999 versus 1998 was due

to increased demand for ice-cube machines resulting from the

introduction of the "Q" series product by Manitowoc Ice and

the acquisitions made during the year which included Manitowoc

Beverage Systems in January 1999 and Kyees Aluminum in April

1999.

  The 6.1% decrease in operating income during 2000 versus

1999 was due to volume decreases in our businesses serving the

beverage industry, decreased sales volumes of walk-in

refrigerators and freezers, and $1.5 million invested in

manufacturing process improvements at our ice-machine and

private-label refrigerator manufacturing locations during

2000. The decrease in operating margin in 2000 was due to the

reasons mentioned above compounded by the lower operating

margins of acquired businesses.

  The 23.5% increase in operating income in 1999 over 1998 was

primarily due to increased sales volumes and cost reductions

achieved in the realignment of the Foodservice segment into

groups along market channels.





Cranes and Related Products Segment
- -----------------------------------



 In Thousands:             2000              1999            1998
                       --------          --------        --------

 Net sales             $376,250          $389,510        $339,051
 ----------------------------------------------------------------

 Operating income      $ 62,876          $ 64,840        $ 48,116
 ----------------------------------------------------------------

 Operating margin         16.7%            16.6%%           14.2%
 ----------------------------------------------------------------



The 3.4% decrease in Crane segment sales in 2000 was due to

decreased domestic sales volumes of lower tonnage units in

our lattice-boom crawler crane business. In addition, our

boom-truck business experienced decreased sales volumes

combined with a shift in boom-truck sales mix toward lower

tonnage units.

  The 14.9% increase in net sales in 1999 versus 1998 was due

to increased sales volumes of medium-to-high tonnage units in

the lattice-boom crawler crane business as well as the

acquisition of USTC Inc. in November 1998 and increased sales

penetration by our boom-truck businesses into the rental

industry.

  Operating income in the Crane segment declined 3.0% in 2000

primarily due to lower sales volumes and the shift of product

sales mix in the boom-truck business toward lower tonnage

units. Operating margins remained consistent in 2000 with

1999 levels primarily due to the net effect of deteriorating

product margins offset by improved ES&A margins. Gross

margins declined during 2000 primarily due to lower sales

volumes in all of the segment's businesses, the shift in

boom-truck product sales mix toward lower tonnage units, and

competitive pricing pressures experienced by the boom-truck

business. ES&A margins improved during the year as the

segment continued to take advantage of cost reduction

synergies within the boom-truck business and cost reduction

initiatives implemented amongst all Crane segment businesses.

  Operating income in 1999 increased 34.8% primarily due to

the USTC acquisition completed in November 1998 and in-

creased sales volumes at each of the segment's businesses.

Operating margins improved in 1999 due to the same reasons as

noted above.



Marine Segment
- --------------


 In Thousands:             2000               1999           1998
                        -------            -------        -------

 Net sales              $71,942            $55,204        $45,412
 ----------------------------------------------------------------

 Operating income       $ 8,902            $ 7,297        $ 6,978
 ----------------------------------------------------------------

 Operating margin         12.4%              13.2%          15.4%
 ----------------------------------------------------------------



Marine segment revenues increased 30.3% in 2000 versus 1999.

Internal sales growth was 8.3%. Sales growth during 2000 was

due to increased project and repair revenues at our

traditional facilities during the year and the acquisition of

Marinette Marine Corporation in November 2000.

  Revenues increased 21.6% during 1999 versus 1998 primarily

due to higher amounts of project work and robust levels of

repair and maintenance work during the year.

  Segment operating income increased 22.0% during 2000 versus

1999 levels due to the acquisition of Marinette Marine in

November 2000 and the additional project and repair volumes

experienced during the year. Operating margins declined during

the year due to the continued shift of revenues toward

project work, exacerbated by the acquisition of Marinette

Marine, which traditionally has lower margins.

  Operating income increased 4.6% in 1999 compared to 1998.

This was primarily due to additional volumes in all of the

Marine segment's activities including project, repair, and

docking services. Operating margins decreased in 1999 due to

the shift in revenue mix toward more project work versus 1998

levels.



General Corporate Expenses
- --------------------------


 In Thousands:                     2000         1999         1998
                               --------     --------     --------

 Net sales                     $873,272     $824,339     $703,920
 ----------------------------------------------------------------

 Corporate income (expense)    $(12,313)    $(11,166)    $(10,543)
 ----------------------------------------------------------------

 Percent of sales                 (1.4%)       (1.4%)       (1.5%)
 ----------------------------------------------------------------



Corporate expenses during 2000, 1999, and 1998 were consistent

as a percentage of net sales at 1.4% in 2000 and 1999, and

1.5% in 1998. The 10.3% increase in corporate expenses during

2000 was due to $1.1 million of expenses related to unrealized

acquisitions. The 5.9% increase in expenses during 1999 was

primarily due to increased payroll and travel ex-penses.



DOMESTIC MARKET CONDITIONS



In 2000, the United States economy experienced a slowdown

during the last half of the year. The state of the U.S.

economy, high oil prices, weather, and low water levels on the

Great Lakes impacted each of our segments during 2000. Our

Foodservice businesses experienced flat internal sales growth;

Cranes saw a decline in domestic revenues during 2000 as

compared to 1999; while internal domestic sales growth for our

Marine segment expanded during the year due to increased

project and repair work.



Foodservice--The foodservice industry started 2000 on a strong

note. By the end of the first quarter, the ice-cube machine

industry was posting year-over-year growth of over 11% with us

almost doubling that rate. Interest rate increases, coupled

with the unusually cool and wet summer, resulted in an

industry that closed 2000 just under 1% ahead of the year

prior. Our other foodservice operations (with the exception of

the beverage segment) posted similar results.

  We believe the fundamentals of the industry are solid. While

we expect some slowing in the number of new domestic units

being built in the quick-service and lodging segments, there

are positive signs for growth in other segments that should

offset any slowdown. Those segments include full service,

casual dining, and the convenience-store markets. The major

oil companies, coming off a period of consolidation and

reporting strong financial performance, indicate they will

intensify spending in their convenience-store operations in

the near-term.

  We also see opportunities with existing locations. Many of

the chain account locations in the U.S. were built during the

eighties and early nineties. As their focus for growth turns

from increasing the number of units to increasing same store

sales, competition likely will drive remodeling and menu

expansion. That bodes well for our entire Foodservice segment.

  At Diversified Refrigeration, Inc. (DRI), the demand for

high-end domestic appliances continues to grow. While that

segment is certainly not recession proof, we have not

experienced any of the slowdown seen by other traditional home

appliance manufacturers.



Cranes--While the first half of 2000 continued at the brisk

industry pace of the last few years, the second half of the

year slowed considerably. A combination of interest rate

increases and the general economic slowdown had a

deteriorating effect on the construction industry as a whole.

For Manitowoc's Crane segment, we felt this decrease to the

largest extent in our boom-truck business and our smaller

tonnage crawler cranes. Large-capacity boom trucks and large

crawler cranes were less affected. Crane fleet utilization

remains high and contractors continue to report increased

quotation activity.



Marine--The Marine segment is continuing its recent growth

trends driven most dramatically by the acquisition of Mari-

nette Marine, but also by the aging of the Great Lakes fleet,

increased utilization of the vessels driven by lower water

levels (more trips with lighter cargoes), and the strength of

the dredging market. The Oil Pollution Act of 1990 (OPA-90) is

expected to create a strong demand for double-hulled tankers

and barges.



INTERNATIONAL MARKET CONDITIONS



Our international sales were approximately 9% of total reve-

nues in 2000. This is down slightly from 1999.



Foodservice--The Foodservice segment international sales

increased 14% in 2000 with the largest increases occurring in

ice machines and commercial refrigeration.

  While domestic new-store construction in the quick-service

restaurant segment softens, expansion outside the U.S. is

intensifying. This is particularly true in Europe and Asia,

and to a lesser extent, in Latin America.

  In Europe, the economy is finally starting to shake off the

doldrums of the past few years. The European Union countries

experienced real GDP growth of 3.5% in 2000. With a

strengthening euro, the investment climate is once again

favorable and the demand for ice is steadily increasing as

western-style menus capture a larger audience.

  Certain Asian economies also experienced higher economic

growth over 1999, generating accelerated investment activity.

China in particular is seeing robust growth in both

international and newly developed local quick-service

restaurants.

  Latin America is just beginning to show signs of improved

economic conditions. In the past few years, Mexico has become

an increasingly important market for the Foodservice segment.

  In South America, we have intensified our efforts to

establish our Foodservice segment's brands. During the fourth

quarter of 2000, we opened a distribution center in Uruguay to

serve the MERCOSUR trade region. This should enable us to

capture a larger market share as the economies recover.



Cranes--International business was relatively flat in 2000.

Segments related to energy, petrochemical, and oil and gas

exploration began to show some improvement late in the year.

Mainstream crane utilization appears stable and many markets

look to general economic expansion in the near term. Energy

related users will begin to look toward upgrading equipment

fleets over the next several years.



Marine--The Marine segment is primarily focused in the U.S. We

continue, however, to prepare and bid vessels for research,

patrol, and defense mission profiles to a broad area of

foreign governments.

  We continue to effectively and quickly complete emergency

repairs for foreign flag vessels moving through the Great

Lakes. We are also expanding our capabilities to serve our

customers by investment in what are already the most effective

facilities on the Great Lakes and by increasing our capability

to complete dockside and in-voyage repairs.



ACQUISITIONS



Our growth in 2000 versus 1999 was mainly due to the

acquisitions that we made during the last several years. Over

the past three years, we have completed eight acquisitions and

we continue to seek new acquisition candidates in each of our

segments. All of the acquisitions described below were funded

with cash from our credit facilities in existence at the time

of acquisition and recorded using the purchase method of

accounting. Each of these acquisitions is included in our

Consolidated Statements of Earnings beginning with the date of

acquisition.

  On March 4, 2001, Manitowoc submitted a binding offer to

acquire the Potain cranes subsidiary of Groupe Legris

Industries SA. The purchase price of the acquisition will be

approximately $300 million (2.15 billion French francs), plus

net cash at December 31, 2000, subject to an adjustment for

net earnings of Potain for the period from January 1, 2001, to

the closing date. The transaction is anticipated to be

financed by a new pre-arranged banking facility, which is

expected to include both senior and subordinated debt.

Completion of the transaction is contingent upon certain

events, including receipt of applicable regulatory approvals,

completion of notification and consultation process with the

applicable works' council (labor union), and final acceptance

of the offer by the seller. The transaction is currently

expected to be finalized by the end of the second quarter of

2001.

  Potain, headquartered in Lyon, France, is a world leader in

the design, manufacture, and supply of tower cranes for the

building and construction industry. Potain reported sales of

approximately $275 million for the year ended December 31,

2000. Manitowoc believes that Potain's share of the global

tower crane market is approximately 30%.



2000 Acquisitions--On November 20, 2000, we completed the

acquisition of Marinette Marine Corporation, a builder of mid-

sized commercial, research, and military vessels located in

Marinette, Wisconsin. Marinette had total revenues in 1999 of

approximately $100 million. We paid an aggregate price of

$66.1 million for all of the outstanding shares of the

company, which is net of $18.6 million of cash acquired and

includes $0.5 million for direct acquisition costs and the

assumption of $17.4 million of liabilities. The preliminary

estimate of the excess of the purchase price over the

estimated fair value of the net assets acquired is $45.3

million. The purchase price for this acquisition is subject to

a post-closing working capital adjustment to be settled in

2001.

  On April 7, 2000, we acquired substantially all the net

business assets of Harford Duracool, LLC of Aberdeen,

Maryland, for an aggregate price of $21.2 million, which

includes direct acquisition costs of $0.5 million, assumed

liabilities of $1.4 million and the payment of a post-closing

working capital adjustment of $0.3 million. Harford had sales

of approximately $17.0 million in 1999. The excess of the

purchase price over the estimated fair value of the net assets

acquired is $15.0 million.

  We completed the acquisition of all the outstanding stock of

Multiplex Company, Inc., of St. Louis, Missouri, on March 31,

2000. Multiplex, which had sales of approximately $31.0

million in 1999, is a manufacturer of beverage-dispensing

equipment. We acquired Multiplex for an aggregate purchase

price of $20.5 million, which is net of $3.7 million of cash

acquired, and included $0.4 million of acquisition costs and

$5.3 million of assumed liabilities. The excess of the

purchase price over the estimated fair value of the net assets

acquired is $12.7 million.

  During 2000, the company also completed the acquisitions of

certain assets of Pioneer Holdings LLC, the outstanding shares

of Beverage Equipment Supply Company, and the remaining

shares of Hangzhou Manitowoc Wanhua Refrigeration Company,

the company's Chinese joint venture. The total aggregate

consideration paid by the company for these acquisitions was

$18.2 million, which is net of cash received and includes

direct acquisition costs of $0.2 million and assumed

liabilities of $2.8 million.



1999 Acquisitions--We acquired Kyees Aluminum, Inc., a leading

manufacturer of cooling components for all of the major

suppliers of fountain soft-drink beverage dispensers, on April

9, 1999. Based in La Mirada, California, Kyees is a technology

leader in the manufacture of cold plates--a key component used

to chill soft drinks in dispensing equipment. The aggregate

purchase price paid for Kyees was $28.5 million, which is net

of $1.0 million of cash acquired and includes direct

acquisition costs of $0.3 million, assumed liabilities of $2.2

million, and includes the payment of a $1.3 million post-

closing net worth adjustment. The excess of the purchase price

over the estimated fair value of the net assets acquired is

$24.1 million.

  On January 11, 1999, we completed the acquisition of

Purchasing Support Group, renamed Manitowoc Beverage Systems

(MBS). MBS is a beverage systems integrator, with nationwide

distribution of backroom equipment and support system

components serving the beverage needs of restaurants,

convenience stores, and other outlets. The aggregate purchase

price paid for MBS was $43.7 million, which is net of cash

acquired of $0.8 million and includes direct acquisition costs

of $0.5 million and assumed liabilities of $5.9 million. The

excess of the purchase price over the estimated fair value of

the net assets acquired is $34.0 million.



1998 Acquisitions--On November 3, 1998, we purchased

Powerscreen U.S.C., Inc. (doing business as USTC, Inc.), based

in York, Pennsylvania, for an aggregate price of $51.5

million, which includes $0.5 million of direct acquisition

costs, $7.4 million of assumed liabilities, and the receipt of

a post-closing net worth adjustment of $2.1 million. USTC

builds three proprietary product lines: boom trucks, rough-

terrain forklifts, and material-handling equipment. The ex-

cess of the purchase price over the estimated fair value of

the net assets acquired is $38.0 million.

  We acquired a 50% ownership interest in Fabbrica Ap-

parecchiature per la Produzione del Ghiaccio S.r.l. (F.A.G.)

of Milan, Italy, a manufacturer of ice machines, on September

9, 1998. This purchase also included an option to purchase an

additional 30% ownership over the next five years.



LIQUIDITY AND CAPITAL RESOURCES



Cash flows from operations during 2000 were $63.0 million

representing a decrease of 39% from $103.4 million in 1999,

and an increase of 11% from the $56.8 million reported in

1998.

  The following table summarizes our sources and uses of cash

during 2000.



 In Thousands:                                          2000
                                                   ---------

 Sources of cash

  Net earnings                                      $ 60,268

  Non-cash adjustments to income(1)                   26,147

  Borrowings                                         106,926

  Proceeds from sale of fixed assets                   3,481

  Exercises of stock options                             339

                                                   ---------

  Total                                              197,161



 Uses of cash

  Acquisitions                                        98,982

  Stock repurchases                                   49,752

  Capital expenditures                                13,415

  Dividends                                            7,507

  Changes in operating assets and liabilities         23,368

  Other                                                  251

                                                    --------

  Total                                              193,275

                                                    --------

 Net cash flow                                      $  3,886

                                                    ========



(1)Non-cash adjustments made to arrive at cash provided by

operations include depreciation, amortization, deferred income

taxes, deferred finance fees, and loss on sale of fixed

assets.



During 2000, there was a net increase in our outstanding

borrowings under our existing credit facilities of $106.9

million to $218.9 million at December 31, 2000, from $112.0

million at December 31, 1999. As a result, our debt-to-capital

ratio at the end of 2000 reached 48.4% versus 32.5% at the end

of 1999. This increase during 2000 was driven primarily to

fund the five acquisitions and one joint venture buyout we

completed during the year as well as the repurchase of 1.9

million shares of MTW stock.

  The $99.0 million spent on acquisitions during 2000 is

broken down by segment as follows: $46 million in the Food-

service segment; $49 million in the Marine segment; and $4

million in the Crane segment. Of the total spent,

approximately $2.3 million was for acquisition-related

expenses.

  We completed the repurchase of 1.9 million shares of MTW

common stock during 2000 at an average price of $26.42 per

share. These shares were repurchased under two separate

authorizations from the board of directors for the repurchase

of a total of 2.5 million shares. At December 31, 2000, the

company had authority to purchase up to 600,000 more shares.

  A total of $13.4 million was spent during 2000 for capital

expenditures. The following table summarizes 2000 capital

expenditures and depreciation by segment.



                                      Capital

 In Thousands:                   Expenditures        Depreciation

 Foodservice equipment               $ 8,883            $6,168

 Cranes and related products           2,883             2,915

 Marine                                1,481               437

 Corporate                               168               352

                                 -----------        ----------

 Total                               $13,415            $9,872

                                 ===========       ===========



 We continue to fund capital expenditures to improve the cost

structure of our businesses, to invest in new processes and

technology, and to maintain high-quality production standards.

The level of capital expenditures in the Food-service segment

exceeded that of the other two segments and exceeded

depreciation due to this segment's current year investment in

new processes such as demand flow technology and its

investment in new-product introductions. We believe that this

trend in capital expenditures outpacing depreciation will

continue in 2001 due to continued implementation of demand

flow production technology throughout the segment and

continued new-product introductions. We expect that the level

of capital expenditures in the Crane and Marine segments will

be moderately higher than 2000 levels due to process

improvement initiatives, new-product introductions, and the

addition of Marinette Marine into the Marine segment.

  The net change in operating assets and liabilities, net of

the effects of acquisitions, was an increase of $23.4 million.

The details of these changes are reflected in the Consolidated

Statements of Cash Flows. The primary drivers of the increase

were the following:

* $6.6 million increase in accounts receivable in the Crane

segment, partially offset by an increased use of our existing

receivable factoring program in the Foodservice segment. Our

consolidated three-month rolling average days sales

outstanding of approximately 34 days, at December 31, 2000,

remained consistent with 1999, which was approximately 33

days.

* $8.0 million decrease in accounts payable due to lower

inventory levels in our Crane segment at year-end 2000 versus

1999. Inventory levels were down at year-end 2000 most

significantly in the Crane segment with an 11% reduction

versus year-end 1999 levels.

* $9.0 million decrease in income taxes payable at year-end

2000 due to the current year recognition of the deferred tax

benefit associated with the sale of our Peninsula property.

As a primary driver of EVA, we will continue to focus on

maximizing our cash flows from operations to attempt to keep

the working capital employed in the businesses at the minimum

level required for efficient operations.

  Shareholders' equity was $233.8 million, or $9.31 per di-

luted share, at December 31, 2000, versus $232.2 million, or

$8.86 per diluted share, at the end of 1999. The increase in

shareholders' equity was primarily due to net earnings of

$60.3 million and proceeds from the exercise of stock options

of $0.3 million, net of the $49.8 million repurchase of MTW

common shares and the payment of $7.5 million in common stock

dividends during the year.

  Cash and marketable securities were $16.0 million at

December 31, 2000, compared with $12.0 million at year-end

1999. On April 6, 1999, we increased our revolving credit

facil-ity to $300 million from $200 million, and extended the

termination date to April 6, 2004. This facility, or other

future facilities, will be used for funding future

acquisitions, seasonal working capital requirements,

additional share repurchase activity, capital expenditures,

and other investing and financing needs. We believe that our

available cash, credit facility, cash generation from

operations, and access to public debt and equity markets will

be adequate to fund our capital requirements for the

foreseeable future.



RISK MANAGEMENT



We are exposed to market risks from changes in interest rates,

commodities, and to a lesser extent, foreign currency

exchange. To reduce these risks, we selectively use financial

instruments and other proactive management techniques. All

hedging transactions are authorized and executed under clearly

defined policies and procedures, which prohibit using

financial instruments for trading purposes or speculation.

  Discussion regarding our accounting policies and further

disclosures on financial instruments are included in Notes 1

and 5 of the Notes to the Consolidated Financial Statements.



Interest Rate Risk--We use interest rate swaps to modify our

exposure to interest rate movements. This helps minimize the

adverse effect of interest rate increases on floating rate

debt. Under these agreements, we contract with a counter-party

to exchange the difference between a fixed rate and floating

rate applied to the notional amount of the swap. Our existing

swap contract expires at October 2002.

  The interest payments or receipts from interest rate swaps

are recognized in net income as adjustments to interest

expense on a current basis. We enter into swap agreements only

with financial institutions that have high credit ratings,

which, in our opinion, limits exposure to credit loss.

  At year-end 2000, we had outstanding one interest rate swap

agreement with a financial institution, with a notional

principal amount of $12.5 million. The effect of this

agreement on our interest expense in 2000 was not significant.

The fair value of this swap agreement was nominal at December

31, 2000. On that date, the interest rate under this swap

agreement was 6.3%.



Commodity Prices--We are exposed to fluctuating market prices

for commodities including steel, copper, and aluminum. Each of

our business segments is subject to the effects of changing

raw material costs caused by movements in underlying commodity

prices. We have established programs to manage the

negotiations of commodity prices. Some of these programs are

centralized within business segments, and others are specific

to a business unit. In general, we enter into contracts with

our vendors to lock in commodity prices at various times and

for various periods to limit our near-term exposure to

fluctuations in raw material prices.



Currency Risk--We have limited exposure to foreign currency

exchange fluctuations in some of our European and Southeast

Asian operations due to the small amount of transactions

processed in relation to the total for the whole company and

the relative stability of the currencies exchanged. We utilize

foreign currency hedges to manage our exposure, when

necessary. Use of these instruments and strategies has been

modest.



CONTINGENCIES


The United States Environmental Protection Agency (EPA)

identified MTW as a potentially responsible party (PRP) under

the Comprehensive Environmental Response Compensation and

Liability Act (CERCLA), liable for the costs associated with

investigating and cleaning up the contamination at the Lem-

berger Landfill Superfund Site near Manitowoc, Wisconsin.

  Eleven of the PRPs formed the Lemberger Site Remediation

Group (LSRG) and have successfully negotiated with the EPA and

Wisconsin Department of National Resources to settle the

potential liability at the site and fund the cleanup.

Approximately 150 PRPs have been identified as having shipped

substances to the site.

  The latest estimates indicate that the remaining costs to

clean up the site are nominal. Although liability is joint and

several, our share of the liability is estimated to be 11% of

the total cleanup costs. Prior to December 31, 1996, we

accrued $3.3 million in connection with this matter. Expenses

charged against this reserve in 2000, 1999, and 1998 were not

significant. Remediation work at this site has been completed,

with only long-term pumping and treating of groundwater and

site maintenance remaining.



FUTURE ACCOUNTING CHANGES



In June 1999, the Financial Accounting Standards Board issued

Statement of Financial Accounting Standard (SFAS) No. 137,

"Accounting for Derivative Instruments and Hedging Activities-

- -Deferral of the Effective Date of FASB Statement No. 133."

This issuance delayed the effective date of SFAS 133 for us

until the first quarter of 2001.

  SFAS 133 will require us to record all our derivative

instruments, as defined by the Statement, on our balance sheet

as assets or liabilities, measured at fair value. Any fair

value change will be recorded in net income or comprehensive

in-come, depending upon whether the derivative is designated

as a part of a hedge transaction, and if it is, the type of

hedge transaction. The initial adoption of this statement will

not have a material effect on our net earnings or financial

position.



CAUTIONARY STATEMENTS FOR FORWARD-LOOKING INFORMATION



Statements in this report and in other company communications

that are not historical facts are forward-looking statements,

which are based upon our current expectations. These

statements involve risks and uncertainties that could cause

actual results to differ materially from what appears within

this annual report.

  Forward-looking statements include descriptions of plans and

objectives for future operations, and the assumptions behind

those plans. The words "anticipates," "believes," "intends,"

"estimates," and "expects," or similar expressions, usually

identify forward-looking statements. In addition, our goals

should not be viewed as guarantees or promises of future

performance. There can be no assurance that we will be

successful in achieving these goals.

  In addition to the assumptions and information referred to

specifically in the forward-looking statements, a number of

factors relating to each business segment could cause actual

results to be significantly different from what is presented

in this annual report including those listed below:



Foodservice--demographic information affecting two-income

families and general population growth; household income;

weather; consolidations within restaurant and foodservice

equipment industries; global expansion of customers; the

commercial ice-machine replacement cycle in the United States;

specialty foodservice market growth; future strength of the

beverage industry; and the demand for quick-service

restaurants and kiosks.



Cranes--market acceptance of new and innovative products;

cyclicality of the construction industry; the effects of

government spending on construction-related projects

throughout the world; growth in the world market for heavy

cranes; the replacement cycle of technologically obsolete

cranes; and the demand for used equipment in developing

countries.



Marine--shipping volume fluctuations based on performance of

the steel industry; weather and water levels on the Great

Lakes; trends in government spending on new vessels; five-year

survey schedule; the replacement cycle of older marine

vessels; growth of existing marine fleets; consolidation of

the Great Lakes marine industry; frequency of casualties on

the Great Lakes; and the level of construction and industrial

maintenance.



Corporate--changes in laws and regulations; successful

identification and integration of acquisitions; competitive

pricing; domestic and international economic conditions;

changes in the interest rate environment; and success in

increasing manufacturing efficiencies.






Eleven-Year Financial Summary

Thousands of dollars, except shares and per share data

                                                                                                                  Transition
                                           Calendar                                                                 Period

                                              2000       1999        1998         1997         1996       1995       1994(1)

- ---------------------------------------------------------------------------------------------------------------------------
                                                                                             
NET SALES

Foodservice equipment                      $425,080    $379,625    $319,457    $247,057     $242,317    $113,814  $  44,996

Cranes and related products(2)              376,250     389,510     339,051     268,416      220,821     169,866     70,958

Marine                                       71,942      55,204      45,412      39,162       47,584      29,469      7,952

- ---------------------------------------------------------------------------------------------------------------------------

Total                                      $873,272    $824,339    $703,920    $554,635     $510,722    $313,149   $123,906

- ---------------------------------------------------------------------------------------------------------------------------

Gross profit                               $235,734    $233,712    $195,621    $152,600     $134,641    $ 75,470   $ 31,302

- ---------------------------------------------------------------------------------------------------------------------------

EARNINGS (LOSS) FROM OPERATIONS

Foodservice equipment                     $  61,368    $ 65,372    $ 52,950    $ 36,746     $ 33,989    $ 22,729   $  9,426

Cranes and related products                  62,876      64,840      48,116      34,878       22,582       3,179        870

Marine                                        8,902       7,297       6,978       5,648        6,197       4,024      (799)

General corporate                           (12,313)    (11,166)    (10,543)      (8,903)     (7,678)    (6,530)    (3,981)

Amortization                                 (8,181)    (7,392)     (4,881)     (3,394)      (3,000)       (250)         --

Plant relocation costs                           --          --          --          --      (1,200)          --   (14,000)

- ---------------------------------------------------------------------------------------------------------------------------

Total                                       112,652     118,951      92,620      64,975       50,890      23,152    (8,484)

- ---------------------------------------------------------------------------------------------------------------------------

Other income (expense)--net                (16,532)    (12,945)    (11,208)     (7,158)      (8,384)        (32)        169

Earnings (loss) before taxes on income       96,120     106,006      81,412      57,817       42,506      23,120    (8,315)

Accounting changes                               --          --          --          --           --          --         --

Provision (benefit) for taxes on income      35,852      39,222      30,032      21,394       16,863       8,551    (3,243)

- ---------------------------------------------------------------------------------------------------------------------------

Net earnings (loss)                       $  60,268    $ 66,784    $ 51,380    $ 36,423     $ 25,643    $ 14,569 $  (5,072)

- ---------------------------------------------------------------------------------------------------------------------------

OTHER FINANCIAL INFORMATION

Cash from operations                       $ 63,047    $103,371    $ 56,814    $ 43,587     $ 64,514    $ 16,367  $   (330)

- ---------------------------------------------------------------------------------------------------------------------------

Invested capital (monthly averages):

Foodservice equipment(3)                   $312,842    $274,378    $227,863    $171,647     $ 68,556    $ 32,696   $ 21,979

Cranes and related products                 137,562     123,757      96,031      67,596       73,246      85,082     81,800

Marine                                       14,976       3,416       4,534       6,019        7,335       9,579     11,201

General corporate(3)                         14,885      11,520      11,476      11,512       94,166      12,409      4,818

- ---------------------------------------------------------------------------------------------------------------------------

Total                                      $480,265    $413,071    $339,904    $256,774     $243,303    $139,766   $119,798

- ---------------------------------------------------------------------------------------------------------------------------



IDENTIFIABLE ASSETS

Foodservice equipment(3)                   $359,196    $314,982    $254,506    $249,384     $ 90,937    $
                                                                                                          90,126   $ 27,828

Cranes and related products                 171,867     165,974     178,470     100,591       88,174     109,118     88,068

Marine                                       75,757      10,162       7,023       6,426       10,648      11,369     13,233

General corporate(3)                         35,710      39,122      41,015      39,967      127,951     114,302     30,336

- ---------------------------------------------------------------------------------------------------------------------------

Total                                      $642,530    $530,240    $481,014    $396,368     $317,710    $324,915   $159,465

- ---------------------------------------------------------------------------------------------------------------------------

LONG-TERM OBLIGATIONS

Long-term debt                             $137,668    $ 79,223    $ 79,834    $ 66,359     $ 76,501    $101,180   $     --

- ---------------------------------------------------------------------------------------------------------------------------

DEPRECIATION

Foodservice equipment                    $    6,168    $  4,861    $  4,906    $  3,613     $  3,377   $   1,606   $    703

Cranes and related products                   2,915       3,661       4,085       4,044        4,260       4,162      2,288

Marine                                          437         415         333         256          600         608        316

General corporate                               352         384         405         405           81          80         46

- ---------------------------------------------------------------------------------------------------------------------------

Total                                    $    9,872    $  9,321    $  9,729    $  8,318     $  8,318    $  6,456  $   3,353

- ---------------------------------------------------------------------------------------------------------------------------

CAPITAL EXPENDITURES

Foodservice equipment                    $    8,883    $  8,974    $  7,415  $    6,847     $  5,110    $  4,568   $  3,011

Cranes and related products(4)                2,883       3,536       2,945       4,952        2,816      14,252        528

Marine                                        1,481       1,165       1,174         233          343         383        109

General corporate(4)                            168          39         144           8          127           6         82

- ---------------------------------------------------------------------------------------------------------------------------

Total                                     $  13,415    $ 13,714    $ 11,678    $ 12,040     $  8,396    $ 19,209   $  3,730

- ---------------------------------------------------------------------------------------------------------------------------

PER SHARE(5)

Basic                                     $    2.42   $    2.57    $   1.98    $   1.41    $     .99    $    .56 $    (.19)

Diluted                                        2.40        2.55        1.97        1.40          .99         .56      (.19)

Dividends                                       .30         .30         .30         .30          .30         .30        .15

- ---------------------------------------------------------------------------------------------------------------------------

Average shares outstanding:

Basic                                    24,891,387  25,991,711  25,932,356  25,900,682   25,900,553  25,901,342 26,140,122

Diluted                                  25,122,795  26,200,666  26,125,067  26,096,529   25,993,848  25,906,769 26,140,122

- ---------------------------------------------------------------------------------------------------------------------------










                                          Fiscal

                                             1994        1993        1992        1991         1990

- -----------------------------------------------------------------------------------------------------
                                                                            
NET SALES

Foodservice equipment                      $ 93,171    $ 81,424    $ 74,175    $ 73,944     $ 74,612

Cranes and related products(2)              156,253     178,630     155,743     147,554      117,464

Marine                                       25,956      18,504      16,471      14,689       33,752

- -----------------------------------------------------------------------------------------------------

Total                                      $275,380    $278,558    $246,389    $236,187     $225,828

- -----------------------------------------------------------------------------------------------------

Gross profit                               $ 67,924   $  55,785   $  54,443    $ 58,062     $ 54,366

- -----------------------------------------------------------------------------------------------------

EARNINGS (LOSS) FROM OPERATIONS

Foodservice equipment                      $ 21,637    $ 18,311    $ 17,585    $ 17,364     $ 19,387

Cranes and related products                   2,275     (1,961)       (850)       7,602        5,490

Marine                                        2,447         593         278       (973)        6,497

General corporate                           (5,274)     (5,296)     (6,545)     (5,734)      (6,094)

Amortization                                     --          --          --          --           --

Plant relocation costs                           --     (3,300)          --          --           --

- -----------------------------------------------------------------------------------------------------

Total                                        21,085       8,347      10,468      18,259       25,280

- -----------------------------------------------------------------------------------------------------

Other income (expense)--net                   1,494         582       1,104       2,233        5,077

Earnings (loss) before taxes on income       22,579       8,929      11,572      20,492       30,357

Accounting changes                               --    (10,214)          --          --           --

Provision (benefit) for taxes on income       8,536       2,612       3,315       5,060        9,327

- -----------------------------------------------------------------------------------------------------

Net earnings (loss)                        $ 14,043  $  (3,897)    $  8,257    $ 15,432     $ 21,030

- -----------------------------------------------------------------------------------------------------

OTHER FINANCIAL INFORMATION

Cash from operations                       $ 36,995    $ 62,700    $ 28,250    $  6,472     $ 14,210

- -----------------------------------------------------------------------------------------------------

Invested capital (monthly averages):

Foodservice equipment(3)                   $ 25,662    $ 26,503    $ 23,555    $ 25,099     $ 19,018

Cranes and related products                  86,288     112,120     137,839     133,777      118,097

Marine                                       13,953      17,497      16,879      14,621       16,206

General corporate(3)                          4,052       2,581       2,025       3,051        6,314

- -----------------------------------------------------------------------------------------------------

Total                                      $129,955    $158,701    $180,298    $176,548     $159,635

- -----------------------------------------------------------------------------------------------------

IDENTIFIABLE ASSETS

Foodservice equipment(3)                   $ 31,460    $ 29,526    $ 25,608    $ 28,019     $ 24,168

Cranes and related products                  93,823     105,750     138,416     136,995      115,804

Marine                                       16,726      16,720      19,253      18,009       22,683

General corporate(3)                         43,839      56,015      41,829      35,983       50,143

- -----------------------------------------------------------------------------------------------------

Total                                      $185,848    $208,011    $225,106    $219,006     $212,798

- -----------------------------------------------------------------------------------------------------

LONG-TERM OBLIGATIONS

Long-term debt                             $     --$         --$         --$         -- $         --

- -----------------------------------------------------------------------------------------------------

DEPRECIATION

Foodservice equipment                      $  1,320    $  1,187    $  1,090    $    812   $      657

Cranes and related products                   4,211       3,875       4,053       3,691        2,895

Marine                                          681         756         785         792          748

General corporate                                61          44         196         234          431

- -----------------------------------------------------------------------------------------------------

Total                                    $    6,273    $  5,862    $  6,124    $  5,529     $  4,731

- -----------------------------------------------------------------------------------------------------

CAPITAL EXPENDITURES

Foodservice equipment                    $    2,300    $  2,152    $  1,099    $  2,797   $      748

Cranes and related products(4)                3,120       8,648       4,047       6,347        3,130

Marine                                        (492)       (463)         500         113          197

General corporate(4)                            414        (39)       (508)     (2,955)           70

- -----------------------------------------------------------------------------------------------------

Total                                    $    5,342    $ 10,298    $  5,138    $  6,302     $  4,145

- -----------------------------------------------------------------------------------------------------

PER SHARE(5)

Basic                                   $       .48  $    (.12)  $      .24    $    .44    $     .60

Diluted                                         .48       (.12)         .24         .44          .60

Dividends                                       .30         .30         .30         .30          .30

- -----------------------------------------------------------------------------------------------------

Average shares outstanding:

Basic                                    29,486,006  32,937,933  34,832,861  34,833,356   34,834,217

Diluted                                  29,486,006  32,937,933  34,832,861  34,833,356   34,834,217

- -----------------------------------------------------------------------------------------------------



(1)The company changed its year-end to December 31, effective with the period

 ended December 31, 1994 (transition period). The prior fiscal year-end ended

 on the Saturday nearest to June 30.

(2)Net sales for calendar years 1999, 1998, 1997, and 1996 have been restated

 to reflect the adoption of Emerging Issues Task Force (EITF) 99-19, "Reporting

 Revenues Gross as a Principal versus Net as an Agent." The impact of this

 restatement was to reclassify costs formerly reported as a component of net

 sales to cost of goods sold. The amounts reclassified were $18,848, $9,098,

 $8,771, and $10,257 for 1999, 1998, 1997, and 1996, respectively. Amounts

 prior to 1996 have not been restated as the effects are not significant.


(3)In 1997, as part of the corporate restructuring, the Shannon acquisition

 goodwill was transferred to the Foodservice segment.

(4)During 1991, certain assets were transferred from general corporate to the

  Cranes and Related Products segment.

(5)Per share data and average shares outstanding have been adjusted to reflect

 the three-for-two stock splits which occurred in 1999, 1997,and 1996.


- -----------------------------------------------------------------------------






CONSOLIDATED STATEMENTS OF EARNINGS

(Thousands of dollars, except per share data)



                                                       2000         1999          1998
                                                   --------     --------      --------
                                                                    
EARNINGS

Net sales                                          $873,272     $824,339      $703,920



Costs and expenses:

Cost of sales                                       637,538      590,627       508,299

Engineering, selling and administrative expenses    114,901      107,369        98,120

Amortization                                          8,181        7,392         4,881

                                                    -------     --------       -------

Total costs and expenses                            760,620      705,388       611,300

                                                    -------     --------       -------

Earnings from operations                            112,652      118,951        92,620

Interest expense                                   (14,508)     (10,790)       (9,741)

Other expense--net                                  (2,024)      (2,155)       (1,467)

                                                    -------     --------       -------

Earnings before taxes on income                      96,120      106,006        81,412

Provision for taxes on income                        35,852       39,222        30,032

                                                    -------     --------       -------

Net earnings                                       $ 60,268     $ 66,784      $ 51,380

                                                    =======     ========       =======

Per Share Data


Basic                                              $   2.42     $   2.57      $   1.98

Diluted                                            $   2.40     $   2.55      $   1.97


The accompanying notes are an integral part of these financial statements.


- ------------------------------------------------------





CONSOLIDATED BALANCE SHEETS

(Thousands of dollars, except share data)





                                                                    As of December 31

                                                                    2000          1999
                                                                --------       --------
                                                                        
ASSETS

CURRENT ASSETS

Cash and cash equivalents                                       $  13,983      $ 10,097

Marketable securities                                               2,044         1,923

Accounts receivable, less allowances of $3,037 and $1,803          88,231        62,802

Inventories                                                        91,178        91,437

Other current assets                                                7,479         2,211

Future income tax benefits                                         20,592        22,528
                                                                 --------       -------

Total current assets                                              223,507       190,998
                                                                 --------       -------

Intangible assets--net                                            308,751       232,729

Property, plant and equipment--net                                 99,940        92,023

Other non-current assets                                           10,332        14,490

                                                                 --------       -------
Total assets                                                    $ 642,530      $530,240
                                                                 ========       =======

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable and accrued expenses                           $ 144,713      $141,909

Short-term borrowings                                              81,000        32,300

Current portion of long-term debt                                     270           489

Product warranties                                                 13,507        14,610
                                                                 --------       -------

Total current liabilities                                         239,490       189,308
                                                                 --------       -------


NON-CURRENT LIABILITIES

Long-term debt, less current portion                              137,668        79,223

Postretirement health benefits obligation                          20,341        19,912

Other non-current liabilities                                      11,262         9,621

Commitments and contingencies                                          --            --
                                                                 --------       -------

Total non-current liabilities                                     169,271       108,756
                                                                 --------       -------

STOCKHOLDERS' EQUITY

Common stock (36,746,482 shares issued)                               367           367

Additional paid-in capital                                         31,602        31,476

Accumulated other comprehensive loss                              (2,569)         (814)

Retained earnings                                                 334,433       281,672

Treasury stock, at cost (12,487,019 and 10,658,113 shares

 in 2000 and 1999, respectively)                                (130,064)      (80,525)
                                                                 --------       -------

Total stockholders' equity                                        233,769        232,176
                                                                 --------       -------

Total liabilities and stockholders' equity                      $ 642,530       $530,240
                                                                 ========       ========



The accompanying notes are an integral part of these financial statements.


- ------------------------------------------------------------------------






CONSOLIDATED STATEMENTS OF CASH FLOWS

(Thousands of dollars)



For the Years Ended December 31                                2000          1999          1998




                                                                               
CASH FLOWS FROM OPERATIONS

Net earnings                                              $  60,268      $ 66,784        $ 51,380

Adjustments to reconcile net earnings to

   cash provided by operating activities:

Depreciation                                                  9,872         9,321           9,729

Amortization of goodwill                                      8,181         7,392           4,881

Amortization of deferred financing fees                         672           637             420

Deferred income taxes                                         7,148         (592)         (5,748)

Loss on sale of property, plant and equipment                   274           557             928

Changes in operating assets and liabilities,

    excluding effects of business acquisitions:

Accounts receivable                                         (6,568)        14,057         (6,120)

Inventories                                                   6,402       (4,169)        (18,662)

Other current assets                                           (17)         3,389         (2,535)

Non-current assets                                              777       (2,935)             483

Current liabilities                                        (25,452)         9,914          24,291

Non-current liabilities                                       1,490         (984)         (2,233)

                                                          ---------     ---------       ---------

Net cash provided by operations                              63,047       103,371          56,814

                                                          ---------     ---------       ---------

CASH FLOWS FROM INVESTING

Business acquisitions--net of cash acquired                (98,982)      (62,104)        (48,175)

Capital expenditures                                       (13,415)      (13,714)        (11,678)

Proceeds from sale of property, plant and equipment           3,481         6,491           1,329

Purchase of marketable securities--net                        (121)          (89)            (94)

                                                          ---------     ---------       ---------

Net cash used for investing                               (109,037)      (69,416)        (58,618)

                                                          ---------     ---------       ---------

CASH FLOWS FROM FINANCING

Dividends paid                                              (7,507)       (7,799)         (7,781)

Proceeds from long-term debt                                     --            --          75,000

Payments on long-term debt                                  (1,093)      (11,090)        (65,957)

Proceeds (payments) from revolver borrowings--net            83,319      (16,200)           (600)

Proceeds from issuance of commercial paper--net              24,700            --              --

Debt acquisition costs                                           --         (574)           (521)

Treasury stock purchases                                   (49,752)            --              --

Exercises of stock options                                      339         1,241             355

                                                          ---------     ---------       ---------

Net cash provided by (used for) financing                    50,006      (34,422)             496

                                                          ---------     ---------       ---------

Effect of exchange rate changes on cash                       (130)          (18)               2

                                                          ---------     ---------       ---------

Net increase (decrease) in cash and cash equivalents          3,886         (485)         (1,306)

                                                          ---------     ---------       ---------

Balance at beginning of year                                 10,097        10,582          11,888

                                                          ---------     ---------       ---------

Balance at end of year                                    $  13,983      $ 10,097        $ 10,582

                                                          =========     =========       =========

SUPPLEMENTAL CASH FLOW INFORMATION

Interest paid                                             $  11,837      $ 10,137       $   8,490

Income taxes paid                                         $  36,632      $ 41,327        $ 37,108



The accompanying notes are an integral part of these financial statements.


- ---------------------------------------------------------------------------






CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME

(Thousands of dollars, except shares and per share data)






                                                                For the Years Ended December 31

                                                             2000           1999           1998

                                                      -----------    -----------     ----------
                                                                           
COMMON STOCK -- SHARES OUTSTANDING

Balance at beginning of year                          26,088,369      17,304,578     17,269,175

Treasury stock purchases                              (1,882,900)             --             --

Three-for-two stock split                                     --       8,652,289             --

Stock options exercised                                   68,919         144,177         39,694

Stock swaps for stock options exercised                  (14,925)        (12,675)        (4,291)

                                                      ----------      ----------     ----------

Balance at end of year                                24,259,463      26,088,369     17,304,578

                                                      ----------      ----------     ----------

COMMON STOCK -- PAR VALUE

Balance at beginning of year                           $     367        $    245       $    245

Three-for-two stock split                                     --             122             --

                                                      ----------      ----------     ----------

Balance at end of year                                 $     367        $    367       $    245

                                                      ----------      ----------     ----------

ADDITIONAL PAID-IN CAPITAL

Balance at beginning of year                           $  31,476       $  31,029       $ 30,980

Three-for-two stock split                                     --           (122)             --

Stock options exercised                                      126             569             49

                                                      ----------      ----------     ----------

Balance at end of year                                 $  31,602       $  31,476       $ 31,029

                                                      ----------      ----------     ----------

ACCUMULATED OTHER COMPREHENSIVE LOSS

Balance at beginning of year                         $     (814)      $    (212)     $    (192)

Other comprehensive loss                                 (1,755)           (602)           (20)

                                                      ----------      ----------     ----------

Balance at end of year                               $   (2,569)      $    (814)     $    (212)

                                                      ----------      ----------     ----------

RETAINED EARNINGS

Balance at beginning of year                           $ 281,672        $222,687       $179,088

Net earnings                                              60,268          66,784         51,380

Cash dividends*                                          (7,507)         (7,799)        (7,781)

                                                      ----------      ----------     ----------

Balance at end of year                                 $ 334,433        $281,672       $222,687

                                                      ----------      ----------     ----------

TREASURY STOCK

Balance at beginning of year                         $  (80,525)       $(81,197)     $ (81,503)

Treasury stock purchases                                (49,752)              --             --

Stock options exercised                                      675           1,088            448

Stock swaps for stock options exercised                    (462)           (416)          (142)

                                                      ----------      ----------     ----------

Balance at end of year                               $ (130,064)      $ (80,525)      $(81,197)

                                                      ----------      ----------     ----------

COMPREHENSIVE INCOME

Net earnings                                           $  60,268        $ 66,784       $ 51,380

Other comprehensive loss:

Foreign currency translation adjustment                  (1,755)           (602)           (20)

                                                      ----------      ----------     ----------

Comprehensive income                                   $  58,513        $ 66,182       $ 51,360

                                                      ----------      ----------     ----------

*Cash dividends per share after giving effect to the three-for-two stock split

 in 1999 was $.30 per share.

 The accompanying notes are an integral part of these financial statements.


- ------------------------------------------------------------------------------





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(Thousands of dollars, except share and per share data or

where otherwise indicated)





1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Principles of Consolidation - The consolidated financial

statements include the accounts of The Manitowoc Company, Inc.

(the "company") and its wholly and partially owned domestic

and non-U.S. subsidiaries. All significant intercompany

balances and transactions have been eliminated.



Use of Estimates - The financial statements of the company have

been prepared in accordance with generally accepted ac-

counting principles, which require management to make

estimates and assumptions that affect the reported amounts of

assets, liabilities, revenues, expenses, and related

disclosures for the years presented. They also affect the

disclosures of contingencies. Actual results could differ from

those esti-mates.



Cash Equivalents - All short-term investments purchased with an

original maturity of three months or less are considered cash

equivalents.



Marketable Securities - Marketable securities at December 31,

2000 and 1999, included $2.0 million and $1.9 million,

respectively, of securities which are available for sale. The

difference between fair market value and cost for these

investments was not significant in either year.



Inventories - Inventories are stated at the lower of cost or

market as described in Note 3. Finished goods and work-in-

process include material, labor, and manufacturing overhead

costs.

  Advance payments from customers are netted against

inventories to the extent of related accumulated costs. Ad-

vance payments netted against inventories at December 31, 2000

and 1999, were $539 and $202, respectively. Advance payments

received in excess of related costs on uncompleted contracts

are classified with accrued expenses.



Intangible Assets - Intangible assets consist primarily of

costs in excess of net assets of businesses acquired

(goodwill). Intangible assets are amortized using the

straight-line method over their estimated beneficial lives,

not to exceed 40 years. Subsequent to an acquisition, the

company annually evaluates whether later events and

circumstances have occurred that indicate the remaining

estimated useful life of intangibles may warrant revision or

that the remaining balance of intangibles may not be

recoverable. When factors indicate that intangibles should be

evaluated for possible impairment, the company uses an

estimate of the related business' undiscounted net cash flows

over the remaining life of the intangibles in measuring

whether the intangibles are recoverable. Intangible assets at

December 31, 2000 and 1999, of $308,751 and $232,729,

respectively, are net of accumulated amortization of $29,368

and $20,515, respectively.



Property, Plant and Equipment - Property, plant and equipment

is depreciated over the estimated useful lives of the assets

primarily using the straight-line depreciation method. Expen-

ditures for maintenance, repairs, and renewals of relatively

minor items are charged to expense as incurred.  Renewals of

significant items that substantially extend the capacity or

useful life of an asset are capitalized. The cost and

accumulated depreciation for property, plant and equipment

sold, retired, or otherwise disposed of are relieved from the

accounts, and resulting gains or losses are reflected in

income.

  Property, plant and equipment is depreciated over the

following estimated useful lives:



 Buildings and improvements                       40

 Drydocks and dock fronts                         15-27

 Machinery, equipment and tooling                 4-15

 Furniture and fixtures                           10

 Computer hardware and software                   3-5



Fair Value of Financial Instruments - The carrying amounts

reported in the Consolidated Balance Sheets for cash and cash

equivalents, accounts receivable, accounts payable, and short-

term borrowings approximate fair value due to the im-mediate

short-term maturity of these financial instruments. The

carrying amount reported for long-term debt approximates fair

value since either the underlying instrument bears interest at

a variable rate that reprices frequently or the interest rate

approximates the market rate at December 31, 2000.

  The fair value of interest rate swaps is the amount at which

they could be settled, based on estimates obtained from

financial institutions.



Warranties - Estimated warranty costs are provided at the time

of sale of the warranted products, based on historical

warranty experience for the related product.



Environmental Liabilities - The company accrues for losses

associated with environmental remediation obligations when

such losses are probable and reasonably estimable. Such

accruals are adjusted as information develops or circumstances

change. Costs of long-term expenditures for environmental

remediation obligations are not discounted to their present

value.



Postretirement Benefits Other Than Pensions - The expected cost

of postretirement benefits is recorded during the years that

the employees render service. The obligation for these

benefits and the related periodic costs are measured using

actuarial techniques and assumptions, including an appropriate

discount rate. Actuarial gains and losses are deferred and

amortized over future periods.



Foreign Currency Translation - The financial statements of the

company's non-U.S. subsidiaries are translated using the

current exchange rate for assets and liabilities and the

weighted average exchange rate for the year for statement of

earnings items. Resulting translation adjustments are recorded

directly to a separate component of stockholders' equity

referred to as other comprehensive income (loss).



Derivative Financial Instruments - Derivative financial

instruments are used by the company to manage risks associated

with interest rate market volatility. Interest rate swap

agreements are used to modify the company's exposure to

interest rate movements on floating rate debt and reduce

borrowing costs. For interest rate swap agreements, net

interest payments or receipts are recorded as adjustments to

interest expense on a current basis. These activities are

subject to established policies which, among other matters,

prohibit the use of derivative financial instruments for

trading or speculative purposes. In June 1998, the Financial

Accounting Standards Board issued Statement of Financial

Accounting Standards (SFAS) No. 133, "Accounting for

Derivative Instruments and Hedging Activities." This

statement, as amended by SFAS 137 and 138, is effective

January 1, 2001, for the company. It requires all derivative

instruments to be recorded on the balance sheet as assets or

liabilities, at fair value. Changes in the fair value of

derivatives are recorded each period in current earnings or

comprehensive income, depending on whether a derivative is

designated and qualifies as part of a hedge transaction and if

so, the type of hedge transaction. The adoption of SFAS 133

will not have a significant effect on the company's earnings

or its financial position.


Revenue Recognition - Revenues and expenses in all business

segments are generally recognized upon shipment or completion

of service provided, reflecting the time that title and risk

and reward of ownership generally are transferred to the

customer. Revenues and costs on contracts for long-term

projects, however, are recognized according to the percentage-

of-completion method, commencing when work has progressed to a

state where estimates are reasonably accurate.  These

estimates are reviewed and revised periodically throughout the

lives of the contracts, and adjustments to income resulting

from such revisions are recorded in the accounting period in

which the revisions are made. Estimated losses on such

contracts are recognized in full when they are identified.

  The cost of shipping and handling is included in cost of

sales.

  During the fourth quarter of 2000, the company adopted

Emerging Issues Task Force (EITF) Issue 99-19 "Reporting

Revenue Gross as a Principal versus Net as an Agent." Net

sales amounts have been restated for 1999 and 1998 to

reclassify certain Crane segment costs from net sales to cost

of sales. The impact of this reclassification was to increase

net sales and cost of sales by $3,863, $4,279, and $3,684 in

the first, second, and third quarters of 2000, respectively,

and increase net sales and cost of goods sold by $18,848 and

$9,098 for the years ended December 31, 1999 and 1998,

respectively, from amounts previously reported.



Research and Development - Research and development costs are

charged to expense as incurred and amounted to $6,747, $6,876,

and $4,704 in 2000, 1999, and 1998, respectively.



Income Taxes - The company utilizes the liability method to

recognize deferred tax assets and liabilities for the expected

future income tax consequences of events that have been

recognized in the company's financial statements. Under this

method, deferred tax assets and liabilities are determined

based on the temporary differences between financial statement

carrying amounts and the tax basis of assets and liabilities

using enacted tax rates in effect in the years in which the

temporary differences are expected to reverse.



Earnings per Share - Basic earnings per share is computed by

dividing net earnings by the weighted average number of common

shares outstanding during each year/period. Diluted earnings

per share is computed similar to basic earnings per share

except that the weighted average shares outstanding is

increased to include the number of additional shares that

would have been outstanding if stock options were exercised

and the proceeds from such exercise were used to acquire

shares of common stock at the average market price during the

year/period.



Comprehensive Income - Comprehensive income includes, in

addition to net income, other items that are reported as

direct adjustments to stockholders' equity. Presently, the

company's foreign currency translation item is the only item

which requires inclusion in the Consolidated Statements of

Stockholders' Equity and Comprehensive Income.



Reclassifications - Certain prior year amounts have been re-

classified to conform to the current year's presentation.



2. PROPERTY, PLANT AND EQUIPMENT -   Property, plant and equipment

 at December 31 is summarized as follows:



                                               2000               1999

                                          ---------          ---------

 Land                                     $   3,888           $  3,440

 Buildings and improvements                  75,430             65,651

 Drydocks and dock fronts                    21,389             21,675

 Machinery, equipment, and tooling          116,950            105,124

 Furniture and fixtures                       4,628              3,623

 Computer hardware and software              11,710              8,795

 Construction in progress                     3,876              6,044

                                          ---------          ---------

 Total cost                                 237,871            214,352

                                          ---------          ---------

 Less accumulated depreciation            (137,931)          (122,329)

                                          ---------          ---------

 Property, plant and equipment--net       $  99,940           $ 92,023

                                          =========          =========



3. INVENTORIES -  The components of inventories at December 31

are summarized as follows:


                                              2000                     1999

                                          --------                 --------

 Raw materials                            $ 33,935                 $ 39,134

 Work-in-process                            32,914                   30,218

 Finished goods                             45,880                   42,352

                                          --------                 --------

 Total inventories at FIFO cost            112,729                  111,704

 Excess of FIFO cost over LIFO value      (21,551)                 (20,267)

                                          --------                 --------

 Total inventories                        $ 91,178                 $ 91,437

                                          ========                 ========



Inventories are carried at the lower of cost or market using

the first-in, first-out (FIFO) method for 57% of total

inventory for 2000 and 1999. The remainder of the inventories

are cost-ed using the last-in, first-out (LIFO) method.



4. ACCOUNTS PAYABLE AND ACCRUED EXPENSES - Accounts payable and

accrued expenses at December 31 are summarized as follows:




                                                2000                1999

                                           ---------           ---------

 Trade accounts payable                    $  64,269           $  59,609

 Employee related expenses                    13,964               8,473

 Profit sharing and incentives                23,280              26,974

 Income taxes payable                             --               6,877

 Customer progress payments                      877               3,518

 Accrued product liability                     8,432               8,219

 Miscellaneous accrued expenses               33,891              28,239

                                           ---------           ---------

 Total                                      $144,713            $141,909

                                           =========           =========




5. DEBT - Debt at December 31 is summarized as follows:


                                                2000                   1999

                                           ---------             ----------

 Notes payable                              $ 75,000               $ 75,000

 Industrial revenue bonds                      3,619                  4,712

 Revolver borrowings                         115,600                 32,300

 Commercial paper                             24,719                     --

                                           ---------             ----------

                                             218,938                112,012

Less current portion                          81,270                 32,789

                                           ---------             ----------

                                            $137,668              $  79,223

                                           =========              =========



On April 6, 1999, the company amended and restated its

existing Credit Agreement (Agreement) with a group of banks in

order to increase the amount of funds available and extend the

maturity date to April 6, 2004. Currently, the Agreement

provides for maximum borrowings of $300 million under a

revolving line-of-credit and a letter-of-credit subfacility.

There were $115.6 million and $32.3 million of borrowings

outstanding under the revolving line-of-credit portion of the

Agreement at December 31, 2000 and 1999, respectively.

 The Agreement includes covenants, the most restrictive of

which require the maintenance of various debt and net worth

ratios. An annual commitment fee, calculated based upon the

company's consolidated leverage ratio, as defined by the

Agreement, is due on the unused portion of the facility

quarterly. The commitment fee in effect at the end of both

2000 and 1999 on the unused portion of the available credit

was 0.15%. Borrowings under the Agreement bear interest at a

rate equal to the sum of the base rate, or a Eurodollar rate,

at the option of the company, plus an applicable percentage

based on the company's consolidated leverage ratio, as defined

by the Agreement. The base rate is equal to the greater of the

federal funds rate in effect on such day plus 0.5%, or the

prime rate in effect on such day. Borrowings under the

Agreement are not collateralized. The weighted average

interest rate for the borrowings outstanding under the

Agreement at December 31, 2000 and 1999, was 7.2% and 7.6%,

respectively.

 In January 2000, the company initiated a program under which

it may borrow up to $25 million through the issuances of

commercial paper to be used for general purposes. Borrowings

through the program are not collateralized and are fully and

unconditionally guaranteed by the company. The company is

required to maintain an available unused balance under its

Credit Agreement sufficient to support outstanding amounts of

commercial paper. There were $24.7 million of commercial paper

borrowings outstanding at December 31, 2000, with an average

maturity of 27 days and an average interest rate of 7.0%.

 On April 2, 1998, the company privately placed $50 million

of Series A Senior Notes with Prudential Insurance Company. On

October 31, 1998, the company issued, also with Prudential

Insurance Company, $25 million in principal amount of Senior

Shelf Notes (collectively referred to as the "Notes"). The

company used the proceeds from the sale of the Notes to pay

down existing borrowings under a term loan and finance an

acquisition.

 The Notes are not collateralized and bear interest at a

fixed weighted average rate of 6.53%. The Notes mature in 12

years after issuance and require equal principal payments

annually beginning in 2006. The agreement between the company

and Prudential Insurance Company pursuant to which the Notes

were issued includes covenants, the most restrictive of which

require the company to maintain certain debt ratios and levels

of net worth. These covenants are no more restrictive than the

covenants made by the company in connection with the

aforementioned Credit Agreement.

 The company enters into interest rate swap agreements to

reduce the impact of changes in interest rates on its floating

rate debt. At December 31, 2000, the company had outstanding

one interest rate swap agreement with a financial institution,

having a total notional principal amount of $12.5 million and

expiring October 2002. The effect of this agreement on the

company's interest rates during 2000 was not significant.

Interest expense has been adjusted for the net receivable or

payable under this agreement. The fair value of this interest

rate swap agreement was nominal at December 31, 2000. The

company is exposed to credit losses in the event of

nonperformance by the financial institution. However,

management does not anticipate such nonperformance.

 Industrial revenue bonds relate to the company's obligations

on two properties located in Tennessee and Indiana. These

obligations are due in monthly or annual installments

including principal and interest at rates of 2.7% and 10.0% at

December 31, 2000. These obligations mature at various dates

through 2004.

 The aggregate scheduled maturities of debt and industrial

revenue bond obligations as well as projected paydown of the

revolving line-of-credit in subsequent years are as follows:





 2001                                $ 81,270

 2002                                  59,518

 2003                                     250

 2004                                   2,900

 2005                                      --

 Thereafter                            75,000

                                  -----------

                                     $218,938

                                  ===========


On May 28, 1999, the company entered into an accounts

receivable sales arrangement with a bank. The company sold

$148.0 million and $67.2 million in accounts receivable to the

bank under this arrangement during 2000 and 1999,

respectively. The company had a $23.1 million and $8.4 million

net factoring liability of uncollected accounts receivable due

to the bank at December 31, 2000 and 1999, respectively. The

cash flow impact of this arrangement is reported as cash flows

from operations in the 2000 and 1999 Consolidated Statements

of Cash Flows. Under this arrangement, the company is required

to repurchase from the bank the first $0.5 million and amounts

greater than $1.0 million of the aggregate uncollected

receivables during a twelve-month period.



6. INCOME TAXES - Components of earnings before income taxes

are as follows:



 For the Years Ended December 31         2000           1999        1998

                                       ------         ------      ------



 Earnings (loss) before income taxes:

  Domestic                            $94,220       $106,234     $81,081

  Foreign                               1,900          (228)         331

                                      -------       --------    --------

 Total                                $96,120       $106,006     $81,412

                                      =======       ========    ========

The provision for taxes on income is as follows:



 For the Years Ended December 31         2000           1999        1998

                                      -------        -------     -------
 Current:

  Federal                             $24,418        $36,715     $32,251

  State                                 3,081          3,291       3,424

  Foreign                                 252          (192)         105

                                      -------        -------     -------

 Total current                         27,751         39,814      35,780

                                      -------        -------     -------

 Deferred--federal and state            8,101          (592)     (5,748)

                                      -------        -------     -------

 Provision for taxes on income        $35,852        $39,222     $30,032

                                      =======        =======      ======



The Federal statutory income tax rate is reconciled to the

company's effective income tax rate as follows:



 For the Years Ended December 31         2000           1999        1998

                                      -------        -------     -------

 Federal income tax at

  statutory rate                        35.0%          35.0%       35.0%

 State income taxes, net of

  federal income tax benefit              2.3            2.2         2.6

 Non-deductible goodwill

  amortization                            1.7            1.4         1.1

 Tax-exempt FSC income                  (0.9)          (1.2)       (1.1)

 Other items                            (0.8)          (0.4)       (0.7)

                                      -------        -------     -------

 Provision for taxes on income          37.3%          37.0%       36.9%

                                      =======        =======     =======


The deferred income tax accounts reflect the impact of

temporary differences between the basis of assets and

liabilities for financial reporting purposes and their related

basis as measured by income tax regulations. A summary of the

deferred income tax accounts at December 31 is as follows:



                                                   2000             1999

                                               --------         --------
 Current deferred tax assets:

  Inventories                                $    6,037         $  4,365

  Accounts receivable                             1,035              925

  Product warranty reserves                       4,553            5,339

  Product liability reserves                      3,245            3,165

  Other employee-related benefits

   and allowances                                 4,474            5,124

  Other                                           1,248            3,610

                                               --------         --------

 Future income tax benefits, current           $ 20,592         $ 22,528

                                               --------         --------


 Non-current deferred tax assets

    (liabilities):

  Property, plant and equipment              $ (17,510)        $(11,753)

  Postretirement benefits                         7,853            7,775

  Deferred employee benefits                      4,938            4,782

  Severance benefits                              1,069            1,106

  Product warranty reserves                       1,205            1,130

  Net operating loss carryforwards                1,976            1,874

  Other                                           1,862              399

                                             ----------       ----------

 Net future income tax benefits,

   non-current                                 $  1,393         $  5,313

                                             ----------       ----------


 The company does not provide for taxes which would be

payable if undistributed earnings of foreign subsidiaries were

remitted because the company either considers these earnings

to be invested for an indefinite period or anticipates that

when such earnings are distributed, the U.S. income taxes

payable would be substantially offset by foreign tax credits.

 As of December 31, 2000, the company had repurchased

approximately $25.0 million of state net operating loss

carryforwards, which are available to reduce future state tax

liabilities. The company also has acquired federal net

operating losses of $2.0 million available to reduce federal

taxable income. These loss carryforwards expire in varying

amounts through 2012. The company does not maintain a

valuation allowance against deferred tax assets due to the

existence of certain tax strategies designed to utilize these

net operating loss carryforwards.



7. EARNINGS PER SHARE - The following is a reconciliation of the

average shares outstanding used to compute basic and diluted

earnings per share.




                                                  Per Share                  Per Share                  Per Share

 For the Years Ended December 31          Shares     Amount         Shares      Amount         Shares      Amount

                                            2000       2000           1999        1999           1998        1998

                                      ----------  ---------     ----------  ----------     ----------   ---------
                                                                                        
 Basic EPS                            24,891,387      $2.42     25,991,711       $2.57     25,932,356       $1.98

 Effect of dilutive

   securities--stock options             231,408                   208,955                    192,711
                                      ----------                ----------                 ----------

 Diluted EPS                          25,122,795      $2.40     26,200,666       $2.55     26,125,067       $1.97

                                      ==========                ==========                 ==========




8. STOCKHOLDERS' EQUITY - Authorized capitalization consists of 75 million

 shares of $.01 par value common stock and 3.5 million shares of

$.01 par value preferred stock. None of the preferred shares have been

 issued. Pursuant to a Rights Agreement dated August 5, 1996, each

common share carries with it four-ninths of a Right to purchase additional

 stock. The Rights are not currently exercisable and cannot be

separated from the shares unless certain specified events occur, including

 the acquisition of 20% or more of the common stock. In the event

a person or group actually acquires 20% or more of the common stock, or if

the company is merged with an acquiring person, subject to

approval by the board of directors, each full Right permits the holder to

 purchase one share of common stock for $100. The Rights expire on

September 18, 2006, and may be redeemed by the company for $.01 per Right

 (in cash or stock) under certain circumstances.


  On February 17, 1999, the company's board of directors authorized a

three-for-two stock split of the company's shares in the form of a 50%

stock dividend payable on April 1, 1999, to shareholders of record on

March 1, 1999. As a result of the stock split, 8,652,289 shares were

issued. All references in the financial statements to average number of

 shares outstanding, earnings per share amounts, and market prices

per share of common stock have been restated to reflect this split.


  Currently, the company has the authorization to repurchase up to

2.5 million shares of common stock at management's discretion. As of

December 31, 2000, the company repurchased approximately 1.9 million

 shares at a cost of $49,752 pursuant to this authorization.





9. STOCK OPTIONS - The company maintains two stock plans, The Manitowoc

 Company, Inc. Stock Plan and The Manitowoc Company, Inc. Non-Employee

Director Stock Plan, for the granting of stock options as an incentive to

 certain employees and to non-employee members of the board of

directors. Under these plans, stock options to acquire up to 1.125 million

 (employees) and 0.125 million (non-employee directors) shares of

common stock, in the aggregate, may be granted under a time-vesting

formula at an exercise price equal to the market price of the common

stock at the date of grant. The options become exercisable in equal

 25% increments beginning on the second anniversary of the grant date

over a four year period and expire ten years subsequent to the grant

 date. Stock option transactions under these Plans for the years ended

December 31, 2000, 1999, and 1998 are summarized as follows:




                                                        Weighted             Weighted              Weighted

                                                         Average              Average               Average

                                                        Exercise             Exercise              Exercise

 For the Years Ended December 31              Shares      Price      Shares     Price      Shares     Price

                                                2000       2000        1999      1999        1998      1998

                                           ----------     -----     -------     -----     -------     -----
                                                                                
 Options outstanding, beginning of year      611,881     $21.94     610,006    $18.63     608,181    $13.66

 Options granted                             936,900      21.20     221,557     25.58     209,400     30.54

 Options exercised                           (68,919)     11.97    (144,177)    11.50     (59,541)     8.33

 Options forfeited                          (162,733)     23.08     (75,505)    25.84    (148,034)    19.19
                                           ----------     -----     -------     -----     -------     -----

 Options outstanding, end of year          1,317,129      21.80     611,881     21.94     610,006     18.63

                                           ----------     -----     -------     -----     -------     -----

 Options exercisable, end of year            120,906     $19.53      47,444    $15.58      54,134    $ 9.02
                                           ----------     -----     -------     -----     -------     -----




The outstanding stock options at December 31, 2000, have a

range of exercise prices of $7.78 to $33.06 per option. The

following shows the options outstanding and exercisable by

range of exercise prices at December 31, 2000:





                                               Options Outstanding                       Options Exercisable
                        ------------------------------------------           -------------------------------

                                            Weighted

                                             Average     Weighted                                   Weighted

                                           Remaining      Average                                    Average

 Range of                                Contractual     Exercise                                   Exercise

 Exercise Prices         Outstanding     Life (Years)       Price                 Exercisable          Price

 -----------------------------------------------------------------------------------------------------------
                                                                                    
 $7.78-$9.93                  46,505           4.3         $ 9.33                      34,353         $ 9.12

 $18.78-$25.58             1,158,723           9.0          21.44                      53,704          19.44

 $30.54-$33.06               111,901           6.9          30.61                      32,849          30.54

 -----------------------------------------------------------------------------------------------------------

                           1,317,129           8.7         $21.80                     120,906         $19.53



The weighted average fair value at date of grant for options granted

during 2000, 1999, and 1998 was $8.92, $9.56, and $11.77 per option,

respectively.  The fair value of options at date of grant was estimated

using the Black-Scholes option pricing model with the following weighted

average assumptions :

                                  2000     1999     1998

                                 -----    -----    -----


 Expected life (years)               7        7        7

 Risk-free interest rate           5.5%     5.0%     5.8%

 Expected volatility              34.0%    30.9%    31.9%

 Expected dividend yield           1.0%     1.3%     1.5%



The company applies Accounting Principles Board Opinion No.

25, under which no compensation cost has been recognized in

the statements of earnings. Had compensation cost been

determined under an alternative method suggested by SFAS No.

123, "Accounting for Stock-Based Compensation," net income

would have decreased $1,336, $877, and $547 in 2000, 1999, and

1998, respectively; and diluted earnings per share would have

been $2.35, $2.52, and $1.95 in 2000, 1999, and 1998,

respectively.



10. 2000 ACQUISITIONS - On November 20, 2000, the company

purchased all of the issued and outstanding shares of MMC

Acquisition Company, the parent of Marinette Marine Cor-

poration. Marinette Marine, located in Marinette, Wisconsin,

operates one of the largest shipyards on the U.S. Great Lakes.

Marinette Marine is currently under contract to build a series

of oceangoing buoy tenders for the United States Coast Guard.

Marinette Marine presently employs approximately 800 people

and features complete in-house capabilities for all

shipbuilding disciplines.

  The aggregate consideration paid by the company for

Marinette Marine was $66,092, which is net of $18,640

of cash acquired and includes direct acquisition costs of $531

and assumed liabilities of $17,431. The purchase price for

this acquisition is subject to a post-closing working capital

adjustment to be settled in 2001.

  The acquisition of Marinette Marine has been recorded using

the purchase method of accounting. The cost of the acquisition

has been allocated on the basis of the estimated fair values

of the assets acquired and the liabilities assumed. The

preliminary estimate of the excess of the cost over the fair

value of the net assets acquired is $45,297 and is being

amortized over a weighted average life of 38 years.



  On April 7, 2000, the company, through a wholly owned

subsidiary, acquired substantially all of the net business

assets of Harford Duracool, LLC (Harford). Harford is a

leading manufacturer of walk-in refrigerators and freezers and

maintains a 67,000-square-foot manufacturing facility in Aber-

deen, Maryland. Its primary distribution channels are

foodservice equipment dealers and commercial refrigeration

distributors and its products range in size from 200 to 60,000

cubic feet. Harford also manufactures a line of modular,

temperature-controlled structures for other niche markets.

  The aggregate consideration paid by the company for the

assets of Harford was $21,228 which includes direct

acquisition costs of $534, assumed liabilities of $1,448, and

the payment of a post-closing working capital adjustment in

Sep-tember 2000 of $267.

  The acquisition of Harford has been recorded using the

purchase method of accounting. The cost of the acquisition has

been allocated on the basis of the estimated fair values of

the assets acquired and the liabilities assumed. The excess of

the cost over the fair value of the net assets acquired is

$14,959 and is being amortized over a weighted average life of

35 years.

  On March 31, 2000, the company acquired all of the issued

and outstanding shares of Multiplex Company, Inc. (Multiplex).

Multiplex is headquartered in St. Louis, Missouri,  where its

production facility is located and has operations in

Frankfurt, Germany, and Glasgow, UK. Multiplex manufactures

soft-drink and beer dispensing equipment as well as water

purification systems and supplies leading quick-service

restaurants, convenience stores, and movie theatres. In

addition, Multiplex designs and builds custom applications to

meet the needs of customers with requirements that cannot be

met by conventional dispensing equipment.

  The aggregate consideration paid by the company for the

shares of Multiplex was $20,509, which is net of cash ac-

quired of $3,698 and includes direct acquisition costs of $386

and assumed liabilities of $5,305.

  The acquisition of Multiplex has been recorded using the

purchase method of accounting. The cost of the acquisition has

been allocated on the basis of the estimated fair values of

the assets acquired and the liabilities assumed. The excess of

the cost over the fair value of the net assets acquired is

$12,687 and is being amortized over a weighted average life of

37 years.

  During 2000, the company also completed the acquisitions of

certain assets of Pioneer Holdings LLC, the outstanding shares

of Beverage Equipment Supply Company, and the remaining shares

of Hangzhou Manitowoc Wanhua Refriger-ation Company, the

company's Chinese joint venture. The total aggregate

consideration paid by the company for these acquisitions was

$18,168, which is net of cash received and includes direct

acquisition costs of $159 and assumed liabilities of $2,831.

  The following unaudited pro forma financial information for

the years December 31, 2000 and 1999 assumes the 2000

acquisitions occurred as of January 1 of each year.


                                                2000        1999

                                           ---------   ----------


 Net sales                                  $970,843   $1,005,381

 Net earnings                                $60,859      $72,702

 Basic earnings per share                      $2.45        $2.80

 Diluted earnings per share                    $2.42        $2.77



1999 ACQUISITIONS - On April 9, 1999, the company acquired all

of the issued and outstanding shares of Kyees Aluminum, Inc.,

a leading supplier of cooling components for the major

suppliers of fountain soft-drink beverage dispensers. The

aggregate consideration paid by the company was $28,471, which

is net of cash acquired of $1,010 and includes direct

acquisition costs of $319, assumed liabilities of $2,151, and

the payment of a post-closing net worth adjustment during the

third quarter of 1999 of $1,263. Kyees' aluminum cold plates

are a key component used to chill soft-drink beverages in

dispensing equipment. Located in La Mirada, California, Kyees

is a technology leader in manufacturing cold plate equipment,

in both quality and engineering design.

  The acquisition of Kyees has been recorded using the

purchase method of accounting. The cost of the acquisition has

been allocated on the basis of the estimated fair values of

the assets acquired and the liabilities assumed. The excess of

the cost over the fair value of the net assets acquired of

$24,073 is being amortized over a weighted average life of 38

years.

  On January 11, 1999, the company acquired all of the issued

and outstanding shares of Purchasing Support Group LLC (PSG),

a four-member beverage service organization. The new

operation, renamed Manitowoc Beverage Systems, Inc. (MBS),

provides full-service parts, components, and dispenser systems

support to bottlers in the beverage industry. MBS is made up

of companies that have been serving soft- drink bottling

operations throughout the United States since the 1960s with a

variety of equipment services for beverage dispensing systems.

MBS operates in the Northeast, Atlantic Coast, Southeast,

Central, and Western United States.

  The aggregate consideration paid by the company for the

issued and outstanding shares of the four member companies of

PSG was $43,686, which is net of cash acquired of $764 and

includes direct acquisition costs of $538 and assumed

liabilities of $5,912.

  The acquisition of MBS has been recorded using the purchase

method of accounting. The cost of the acquisition has been

allocated on the basis of the estimated fair values of the

assets acquired and the liabilities assumed. The excess of the

cost over the fair value of the net assets acquired is $34,019

and is being amortized over a weighted average life of 38

years.



1998 ACQUISITIONS - On November 3, 1998, the company acquired

substantially all of the net assets and business of U.S. Truck

Crane, Inc. (USTC), from a subsidiary of UK-based Powerscreen

International PLC. Located in York, Pennsylvania, USTC builds

three proprietary product lines, including boom trucks, rough-

terrain forklifts, and other types of material-handling

equipment.

  The aggregate consideration paid by the company for the net

assets of USTC was $51,478, which includes direct acquisition

costs of $478, assumed liabilities of $7,425, and the receipt

of a post-closing net worth adjustment in July 1999 of $2,053.

  The acquistion of USTC has been recorded using the purchase

method of accounting. The cost of the acquisition has been

allocated on the basis of the estimated fair values of the

assets acquired and the liabilities assumed. The excess of the

cost over the fair value of the net assets acquired is

$38,039, and is being amortized over a weighted average life

of 38 years.

  The results of operations subsequent to the date of each of

the aforementioned acquisitions have been included in the

Consolidated Statements of Earnings for the years ended

December 31, 2000, 1999, and 1998.



11. CONTINGENCIES - The United States Environmental Protection

Agency (EPA) has identified the company as a Potentially

Responsible Party (PRP) under the Comprehensive Environmental

Response Compensation and Liability Act (CERCLA), liable for

the costs associated with investigating and cleaning up

contamination at the Lemberger Landfill Superfund Site (the

"Site") near Manitowoc, Wisconsin.

  Approximately 150 PRPs have been identified as having

shipped substances to the Site. Eleven of the potentially

responsible parties have formed a group (the Lemberger Site

Remediation Group, or "LSRG") and have successfully negotiated

with the EPA and the Wisconsin Department of Natural Resources

to settle the potential liability at the Site and fund the

cleanup.

  Recent estimates indicate that the remaining costs to clean

up the Site are nominal, however the ultimate allocations of

cost for the Site are not yet final. Although liability is

joint and several, the company's percentage share of liability

is estimated to be 11% of the total cleanup costs. Prior to

December 31, 1996, the company accrued $3,300 in connection

with this matter. Expenses charged against this reserve during

2000, 1999, and 1998 were not significant. Remediation work at

the Site has been completed, with only long-term pumping and

treating of groundwater and Site maintenance remaining. The

company's remaining estimated liability for this matter,

included in other current and non-current liabilities at

December 31, 2000, is $900.

  As of December 31, 2000, 32 product-related lawsuits were

pending. All 32 cases are insured with self-insurance

retentions of $1,000 for Crane accidents; $1,000 for

Foodservice accidents occurring during 1990 to 1996; and $100

for Foodservice accidents occurring during 1997 to 2000. The

insurer's contribution is limited to $50,000.

  Product liability reserves included in accounts payable and

accrued expenses at December 31, 2000 are $8,432; $2,657

reserved specifically for the 32 cases referenced above, and

$5,775 for claims incurred but not reported which were

estimated using actuarial methods. The highest current reserve

for an insured claim is $950. Based on the company's

experience in defending itself against product liability

claims, management believes the current reserves are adequate

for estimated settlements on aggregate self-insured and

insured claims. Any recoveries from insurance carriers are

dependent upon the legal sufficiency of claims and the

solvency of insurance carriers.

  It is reasonably possible that the estimates for

environmental remediation and product liability costs may

change in the near future based upon new information which may

arise. Presently, there is no reliable means to estimate the

amount of any such potential changes.

  The company is also involved in various other legal actions

arising in the normal course of business. After taking into

consideration legal counsel's evaluation of such actions, in

the opinion of management, ultimate resolution is not ex-

pected to have a material adverse effect on the consolidated

financial statements of the company.



12. RETIREMENT AND HEALTH CARE PLANS - The company provides

retirement benefits through noncontributory deferred profit

sharing plans covering substantially all employees. Company

contributions to the plans are based upon formulas contained

in such plans. The company also has a defined contribution

plan in which the company matches 25% of participant

contributions up to a maximum of 5% of a participant's

compensation. Total costs incurred under these plans were

$14,854, $14,271, and $12,909, in 2000, 1999, and 1998,

respectively.

  The company also provides certain health care and death

benefits for eligible retirees and their dependents. The

benefits are not funded, but are paid as incurred. Eligibility

for coverage is based on meeting certain years of service and

retirement qualifications. These benefits may be subject to

de-ductibles, co-payment provisions, and other limitations.

The company has reserved the right to modify these benefits.

  The tables that follow contain the components of the

periodic postretirement health and other benefits cost for

2000, 1999, and 1998, respectively, and the reconciliation of

the change in the accumulated periodic postretirement health

benefit obligation, from January 1, 1999, through December 31,

2000. Acquisition related changes presented in the table

relate to the acquisition of Marinette Marine in November

2000. Benefit costs for Marinette Marine from November 20,

2000 to December 31, 2000 are not significant.




  The components of the periodic postretirement health benefit cost

are as follows:


                                              2000           1999           1998

                                          --------        -------        -------
                                                              
 Service cost--benefits earned

  during the year                             $398           $395          $ 296

 Interest cost on accumulated

  postretirement health

  benefit obligation                         1,517          1,325          1,144

 Amortization of actuarial gain                 --             --          (127)

                                          --------        -------        -------

 Net periodic postretirement

  health and other benefit cost             $1,915         $1,720         $1,313

                                          ========        ========        ======




The following is a reconciliation of the change in the

accumulated periodic postretirement health benefit obligation

from January 1, 1999, through December 31, 2000, and a

reconciliation of the postretirement benefit obligation to the

accrued amount at December 31, 2000 and 1999:


                                                   2000                1999

                                                -------             -------

 Benefit obligation, beginning of year          $19,091             $16,948

 Service cost                                       398                 395

 Interest cost                                    1,517               1,325

 Acquisition                                        478                  --

 Participant contributions                          796                 810

 Actuarial loss                                   2,509               1,946

 Benefits paid                                   (2,589)             (2,333)

                                                -------             -------

 Benefit obligation, end of year                $22,200             $19,091

                                                -------             -------

 Status of the plan, unfunded                   $22,200             $19,091

 Unrecognized net (loss) gain                   (1,689)                 821

                                                -------             -------

 Accrued benefit, end of year                   $20,511             $19,912

                                                =======             =======



The health care cost trend rate assumed in the determination

of the accumulated postretirement benefit obligation is 5%.

Increasing the assumed health care cost trend rate by one

percentage point in each year would increase the accumulated

postretirement health benefit obligation by $3,195 at December

31, 2000, and the aggregate of the service and interest cost

components of net periodic postretirement health benefit cost

by $301 for 2000. Decreasing the assumed health care cost

trend rate by one percentage point in each year would decrease

the accumulated postretirement health benefit obligation by

$2,624 at December 31, 2000, and the aggregate of the service

and interest cost components of net periodic postretirement

health benefit costs by $244 for 2000.

  The discount rate used in determining the accumulated

postretirement health benefit obligation is 7.25% for 2000 and

1999.

  Marinette Marine sponsored a defined benefit pension plan in

which substantially all of its salaried employees are

participants. Benefits under the plan were based upon years of

service and average compensation. The funding policy was to

contribute to the plan an amount equal to the current service

costs taking into consideration the amount deductible for

federal income tax purposes.

  A summary of the funded status of the plan at December 31,

2000 follows:


                                         2000
                                     --------

 Benefit obligation                   $11,364

 Fair value of plan assets             12,052

                                     --------

 Funded status, overfunded           $    688

                                     --------

 Prepaid pension costs                $ 2,286

                                     ========


  It is reasonably possible that the estimate for future

retirement and health care costs may change in the near future

due to changes in the health care environment or changes in

interest rates which may arise. Presently, there is no

reliable means to estimate the amount of any such potential

changes.



13. LEASES - The company leases various property, plant and

equipment. Terms of the leases vary, but generally require the

company to pay property taxes, insurance premiums, and

maintenance costs associated with the leased property. Rental

expense attributable to operating leases was $8,533, $4,847,

and $2,848 in 2000, 1999, and 1998, respectively. Future

minimum rental obligations under noncancelable operating

leases, as of December 31, 2000, are payable as follows:



 2001                         $ 9,825

 2002                           8,612

 2003                           7,655

 2004                           6,404

 2005                           5,548

 Thereafter                    16,124



14. BUSINESS SEGMENTS - The company identifies its segments

using the "management approach," which designates the internal

organization that is used by management for making operating

decisions and assessing performance as the source of the

company's reportable segments.

  The company has three reportable segments: Foodservice

Equipment (Foodservice), Cranes and Related Products (Cranes),

and Marine.

  Foodservice products consist primarily of commercial ice-

cube machines; ice/beverage dispensers; walk-in and reach-in

refrigerators and freezers; refrigerated undercounter and food

preparation tables; private label residential refrigerators

and freezers; backroom beverage equipment; and distribution

services. Foodservice sells its products primarily in the

United States, Europe, Southeast Asia, and in the Middle East.

Foodservice products serve the lodging, restaurant, health

care, convenience-store and soft-drink bottling markets, which

are impacted by demographic changes and business cycles.

  Cranes' products consist primarily of lattice-boom crawler

cranes; truck-mounted hydraulic cranes; rough-terrain

forklifts; and material-handling equipment. Cranes also

specializes in industrial machinery repair and rebuilding

services as well as crane rebuilding and remanufacturing

services. Cranes distributes its products in North America

(primarily the United States), Europe, Southeast Asia, and the

Middle East. Cranes' operations serve the construction,

energy, and mining industries and are mainly impacted by the

level of activities related to heavy construction and

infrastructure projects around the world.

  Marine provides ship repair, maintenance, conversion, and

construction services to foreign and domestic vessels

operating on the Great Lakes. Marine is also a leading

provider of Great Lakes and oceangoing mid-sized commercial,

research, and military vessels. Marine serves the Great Lakes

maritime market consisting of both U.S. and Canadian fleets,

inland waterway operators, and oceangoing vessels that transit

the Great Lakes and St. Lawrence Seaway.

  The accounting policies of the segments are the same as

those described in the summary of significant accounting

policies except that certain expenses are not allocated to the

segments. These unallocated expenses are corporate overhead,

intangible asset amortization, interest expense, and income

taxes. The company evaluates segment performance based upon

profit or loss before the aforementioned expenses.

  The company is organized primarily on the basis of products

and is broken down into 19 business units. Eleven of the

business units have been aggregated into the Foodservice

segment; four of the business units have been aggregated into

the Cranes segment; and four business units make up the Marine

segment.

  Information about reportable segments and a reconciliation

of total segment assets to the consolidated totals as of

December 31, 2000 and 1999, and total segment sales and

profits to the consolidated totals for the years ending

December 31, 2000, 1999, and 1998 are summarized on page 32.

Sales and long-lived asset information by geographic area as

of and for the years ended December 31 are as follows:






                                                                   Sales                 Long-Lived Assets

                                   --------------------------------------          -----------------------


                                         2000           1999         1998                2000         1999

                                    ---------       --------     --------           ---------   ----------
                                                                                
 United States                       $793,843       $737,616     $625,227            $410,596     $331,758

 Other North America                   25,132         25,213       16,881                  --           --

 Europe                                17,375         32,246       36,917               5,468        5,479

 Asia                                  17,393         11,174       12,920               2,959        2,005

 Middle East                            5,479          2,113        5,610                  --           --

 Central & South America                4,873          4,073        1,949                  --           --

 Africa                                 3,277          5,890        1,774                  --           --

 South Pacific & Caribbean              5,900          6,014        2,642                  --           --

                                    ---------       --------     --------           ---------   ----------

 Total                               $873,272       $824,339     $703,920            $419,023     $339,242

                                    =========       ========     ========           =========   ==========



Foreign revenue is based upon the location of the customer.

Revenue from no single foreign country was material to the

consolidated sales of the company.




15. SUBSEQUENT EVENT - On March 4, 2001, Manitowoc submitted a

binding offer to acquire the Potain cranes subsidiary of

Groupe Legris Industries SA. The purchase price of the

acquisition will be approximately $300 million (2.15 billion

French francs), plus net cash at December 31, 2000, subject to

an adjustment for net earnings of Potain for the period from

January 1, 2001 to the closing date. The transaction is

anticipated to be financed by a new pre-arranged banking

facility, which is expected to include both senior and

subordinated debt. Completion of the transaction is contingent

upon certain events, including receipt of applicable

regulatory approvals, completion of notification and

consultation process with the applicable works' council (labor

union) and final acceptance of the offer by the seller. The

transaction is currently expected to be finalized by the end

of the second quarter of 2001.

  Potain, headquartered in Lyon, France, is a world leader in

the design, manufacture, and supply of tower cranes for the

building and construction industry. Potain reported sales of

approximately $275 million for the year ended December 31,

2000.





MANAGEMENT'S REPORT ON CONSOLIDATED FINANCIAL STATEMENTS



The Manitowoc Company, Inc. management is responsible for the

integrity of the consolidated financial statements and other

information included in this annual report and for

ascertaining that the data fairly reflect the company's

financial position and results of operations. The company

prepared the consolidated statements in accordance with

generally accepted accounting principles appropriate in the

circumstances, and such statements necessarily include amounts

that are based on best estimates and judgements with

appropriate considerations given to materiality.

  The company maintains an internal accounting system de-

signed to provide reasonable assurance that company assets are

safeguarded from loss or unauthorized use or disposition and

that transactions are executed in accordance with

management's authorization and are properly recorded to permit

the preparation of the financial statements in accordance with

generally accepted accounting principles.

  To further safeguard company assets, the company has

established an audit committee composed of directors who are

neither officers nor employees of the company. The audit

committee is responsible for reviewing audit plans, internal

controls, financial reports, and accounting practices and

meets regularly with the company's internal auditors and

independent accountants, both of whom have open access to the

committee.

  The company's independent accountants, Pricewaterhouse-

Coopers LLP, audited the company's Consolidated Financial

Statements and issued the opinion below.


/s/ Terry D. Growcock


Terry D. Growcock

President & Chief Executive Officer




/s/ Glen E. Tellock


Glen E. Tellock

Senior Vice President & Chief Financial Officer





REPORT OF INDEPENDENT ACCOUNTANTS



To the Stockholders and Board of Directors of

The Manitowoc Company, Inc. and Subsidiaries



In our opinion, the accompanying consolidated balance sheets

and the related consolidated statements of earnings,

stockholders' equity and comprehensive income, and cash flows

present fairly, in all material respects, the financial

position of The Manitowoc Company, Inc. and its Subsidiaries

at December 31, 2000 and 1999, and the results of their

operations and their cash flows for the years ended December

31, 2000, 1999, and 1998, in conformity with accounting

principles generally accepted in the United States of America.

These financial statements are the responsibility of the

company's management; our responsibility is to express an

opinion on these financial statements based on our audits. We

conducted our audits of these statements in accordance with

auditing standards generally accepted in the United States of

America, which require that we plan and perform the audit to

obtain reasonable assurance about whether the financial

statements are free of material misstatement. An audit

includes examin-ing, on a test basis, evidence supporting the

amounts and disclosures in the financial statements, assessing

the accounting principles used and significant estimates made

by management, and evaluating the overall financial statement

presen-tation. We believe that our audits provide a reasonable

basis for the opinion expressed above.




/s/ PricewaterhouseCoopers LLP


PricewaterhouseCoopers LLP

Milwaukee, Wisconsin

January 26, 2001, except for information in Note 15,

for which the date is March 4, 2001.








SUPPLEMENTAL QUARTERLY FINANCIAL INFORMATIN (unaudited)

Thousands of dollars, except per share data



                                                          2000                                            1999
                       ---------------------------------------      ------------------------------------------

                          First    Second     Third     Fourth         First     Second      Third      Fourth

                       --------  --------  --------   --------      --------   --------   --------    --------
                                                                             
Net sales(1)           $205,853  $243,566  $214,531   $209,322      $189,061   $231,629   $218,816    $184,833

Gross profit             55,717    71,066    55,657     53,294        52,560     65,718     62,515      52,919

Net earnings             14,913    22,606    12,299     10,450        12,428     20,986     19,378      13,992

Per share amounts:(2)

  Basic eps                 .58      .91       .50        .43           .48        .81       .75         .54

  Diluted eps               .57      .91       .50        .42           .47        .80       .74         .53

  Dividends per

    common share           .075     .075      .075       .075          .075       .075      .075        .075




(1)Net sales have been restated to reflect the adoption of

EITF 99-19. (See "Revenue Recognition" in Note 1 to the

Consolidated Financial Statements.) The amounts reclassified

were $3,684; $4,279; $3,863; $3,771; $4,918; $5,287; and

$4,872 for the third, second, and first quarters of 2000, and

the fourth, third, second, and first quarters of 1999,

respectively.

(2)Per share data adjusted to reflect the April 1, 1999 three-

for-two stock split.











QUARTERLY COMMON STOCK PRICE RANGE





Year Ended December 31                       2000                             1999                               1998

                          ------------------------        -------------------------         --------------------------

                            High     Low    Close          High       Low     Close           High       Low     Close
                                                                                    
1st Quarter               $32.63  $24.56    $27.50        $30.33   $24.21    $27.92         $26.75    $19.42    $25.75

2nd Quarter                34.88   26.75     26.75         42.00    27.00     41.63          31.21     25.40     26.87

3rd Quarter                30.88   19.00     19.75         43.75    32.56     34.13          27.92     16.33     20.09

4th Quarter                31.06   17.63     29.00         35.63    26.00     34.00          29.59     16.46     29.59



The company's common stock is traded on the New York Stock Exchange.

The share prices shown above have been adjusted for the April 1,

1999 three-for-two stock split.







 GLOSSARY



FINANCIAL TERMS


Backlog - Firm, unfilled orders. An indicator of future sales.

Book Value - Another term for shareholder equity, most often

shown on a per share basis.


Capitalization - The total market value of a company's

outstanding stock - that is, the stock price multiplied by the

number of shares.


Cash Flow - Funds generated by a company to operate the

business, make capital investments, repay debt, pay dividends,

re-purchase stock, and make acquisitions.


Cash Gap - A working capital measure that is equal to accounts

receivable days sales outstanding plus inventory days less ac-

counts payable days outstanding.


Cost of Capital - A weighted average of the after-tax cost of

equity and borrowed funds.


Current Ratio - Current assets divided by current liabilities,

an indicator of liquidity.


EVA(R) (Economic Value-Added) - A financial measure to

determine if a company is creating or depleting value for its

shareholders. EVA is calculated by taking after-tax operating

profits and subtracting the capital charge. Manitowoc uses

this measure to evaluate its performance, to drive its

decision-making, to incentivize management, and to evaluate

acquisition opportunities.


Outsourcing - Contracting with an outside supplier to provide

a service or function that had been previously performed

within the company.


Price to Earnings Ratio - The price of a stock, divided by its

earnings per share. Also known as P/E, multiple, or valuation.

This measure tells investors how much they are paying for a

company's earnings.


Return on Equity - Net earnings divided by stockholders'

equity, a measurement of the amount earned on the

shareholder's investment.


Return on Invested Capital - A measurement of operating profit

after-tax divided by invested capital, an indicator of how

efficiently the company employs its assets.


Stock Repurchase Plan - A systematic approach in which a

company repurchases its stock. The result of this action

increases the percent of ownership each remaining shareholder

has in the company.


Total Return - Return on an investment that includes any

dividends or interest as well as price appreciation.



INDUSTRY TERMS


Backroom Beverage Equipment - Refers to the backroom support

equipment necessary to deliver syrup, carbonated water, and

pre-mixed soft drinks from their storage containers to the

dispensing device. This equipment would include pre-chillers,

carbonators, regulators, pumps, valves, tubing, and fabricated

box racks.


Boom Truck - A hydraulic telescopic crane mounted to a

commercial truck chassis.  A boom truck differs from a truck

crane because it can haul up to several thousand pounds of

payload on its cargo deck.


Cold Plate - An integral component of an ice/beverage

dispenser that consists of a cast aluminum block and stainless

steel tubing that cools syrup and carbonated water to an ideal

serving temperature as these liquids flow through the cold

plate to the beverage-dispensing valve.


Crawler Crane - Usually refers to lattice-boom cranes that are

mounted on crawlers rather than a truck chassis.  This method

of mounting significantly reduces ground-bearing pressures and

enables the crane to pick-and-carry virtually any rated load.


Five-Year Survey - A thorough ship inspection process that

must be performed every five years to satisfy stringent

maritime regulations developed by the U.S. Coast Guard, the

American Bureau of Shipping, and other regulatory agencies.


Graving Dock - An in-ground concrete structure in which ships

can be built or repaired.  A graving dock is equipped with

pumps and watertight gates. It is flooded so ships can float

in; then it is pumped dry so crews can work on those parts of

a ship that normally are underwater.


Hopper Dredge - A hopper dredge is a fully powered vessel that

excavates underwater material using powerful suction devices.

Dredged material is then stored onboard the vessel for

transportation to an approved disposal site, or can be pumped

onboard dump scows or split-hull barges.


Ice/Beverage Dispenser - A foodservice appliance that

dispenses ice and soft drinks for self-serve applications in

quick-service restaurants, movie theatres, and convenience

stores.


Integrated Tug/Barge - A new form of Great Lakes bulk-cargo

transportation that combines a non-powered notch barge that is

pushed by a high horsepower diesel tug.


Kiosk - A limited-menu, walk-up, quick-service restaurant that

sells food that usually is prepared elsewhere.


Lattice Boom - A fabricated, high-strength steel structure

that usually has four chords and tubular lacings.  Lattice

booms typically weigh less and provide higher lifting

capacities than telescopic booms of similar length.


Luffing Jib - A fabricated structure similar to, but smaller

than, a lattice boom.  Mounted at the tip of a lattice boom, a

luffing jib easily adjusts its angle of operation - a

capability that is not possible with a conventional fixed-jib

attachment.


MAX-ER(TM) - Manitowoc's trailing counterweight heavy-lift

attachment that dramatically improves the reach, capacity, and

lift dynamics of the basic crane to which it is mounted.


Reach-in - A refrigerated cabinet, typically used in

foodservice applications, for short-term storage of perishable

items at safe temperatures prior to preparation or serving.


Self-Unloading Vessel - Refers to the fleet of ships operating

on the Great Lakes that are equipped with cargo-hold conveyors

and lattice discharge booms.  This equipment enables vessels

to offload their bulk cargoes, such as iron ore, coal, or

limestone, without requiring dockside assist equipment.


Telescopic Boom - A box-section boom, consisting of multiple

telescopic sections that are extended or retracted to a

desired length, using hydraulic or mechanical means.


Truck Crane - Can refer to either a hydraulic telescopic or

lattice-boom crane that is mounted on a rubber-tired carrier

and is ca-pable of traveling at highway speeds from one

project to the next.


Walk-in - A large, foamed-in-place, refrigerated structure,

frequently used in restaurants, that can be equipped with

cooling or freezing systems for long-term storage of

foodservice items prior to preparation.





INVESTOR INFORMATION


Corporate Headquarters
- ----------------------

The Manitowoc Company, Inc.

500 South 16th Street

P.O. Box 66

Manitowoc, WI 54221-0066

Telephone: 920-684-4410

Telefax: 920-683-8129



Independent Accountants
- -----------------------

PricewaterhouseCoopers LLP

100 East Wisconsin Avenue

Suite 1500

Milwaukee, WI 53202



Stock Transfer Agent and Registrar
- ----------------------------------

First Chicago Trust Company

A division of EquiServe

P.O. Box 2500

Jersey City, NJ 07303-2500



Annual Meeting
- --------------

The annual meeting of Manitowoc Company shareholders will be

held at 9:00 a.m., CDT, Tuesday, May 1, 2001, in the ballroom

of the Holiday Inn at 4601 Calumet Avenue, Manitowoc, WI. We

encourage shareholders to participate in this meeting in

person or by proxy.



Stock Listing
- -------------

Manitowoc's common stock is traded on the New York Stock

Exchange and is identified by the ticker symbol MTW. Current

trading volume, share price, dividends, and related

information can be found in the financial section of most

daily newspapers.

  Quarterly common stock price information for our three most

recent fiscal years can be found on page 47 of this an-nual

report. Shares of Manitowoc's common stock have been publicly

traded since 1971.



Manitowoc Shareholders
- ----------------------

On December 31, 2000, there were 24,259,463 shares of

Manitowoc common stock outstanding. At such date, there were

2,787 shareholders of record.



Form 10-K Report
- ----------------

Each year Manitowoc files its Annual Report on Form 10-K with

the Securities and Exchange Commission. Most of the financial

information contained in that report is included in this

Annual Report to Shareholders.



  A copy of Form 10-K, as filed with the Securities and

Exchange Commission for 2000, may be obtained by any

shareholder, without charge, upon written request to:

  Maurice D. Jones

  General Counsel & Secretary

  The Manitowoc Company, Inc.

  P.O. Box 66

  Manitowoc, WI 54221-0066



Dividends
- ---------

Manitowoc has paid continuous dividends, without interruption,

since 1971. On February 14, 2001, Manitowoc switched from a

quarterly cash dividend to an annual common stock cash

dividend. In October of this year, and in its regular fall

meetings each year thereafter, the board of directors will

determine the amount and timing of the annual dividend for

that year.



Dividend Reinvestment and Stock Purchase Plan
- ---------------------------------------------

The Dividend Reinvestment and Stock Purchase Plan provides a

convenient method to acquire additional shares of Manitowoc

stock through the investment of dividends.  Shareholders may

also purchase shares by investing cash, as often as once a

month, in varying amounts from $10 up to a maximum of $60,000

each calendar year.

  Participation is voluntary, and Manitowoc pays for all fees

associated with stock purchases under these plans.

  To receive an information booklet and enrollment form,

please contact our stock transfer agent and registrar, First

Chicago Trust Company.

  Manitowoc also participates in the Own Your Share of America

and the Low-Cost Stock Ownership Plans as offered and

administered by the National Association of Investors

Corporation.



INVESTOR INQUIRIES


Security analysts, portfolio managers, individual investors,

and media professionals seeking information about Mani-towoc

are encouraged to visit our Web site, or contact the

following:



Analysts & Portfolio Managers
- -----------------------------

Glen E. Tellock

Senior Vice President & Chief Financial Officer

Telephone: 920-683-8122

Telefax: 920-683-8138



Media Inquiries
- ---------------

Steven C. Khail

Director of Investor Relations & Corporate Communications

Telephone: 920-683-8128

Telefax: 920-683-8138



General Inquiries
- ------------------

Joan Risch

Shareholder Relations

Telephone: 920-683-8150

Telefax: 920-683-8138



Quarterly Earnings
- ------------------

Manitowoc is planning to announce its quarterly earnings for

calendar 2001 according to the following schedule:

1st Quarter - April 17, 2001

2nd Quarter - July 12, 2001

3rd Quarter - October 11, 2001

4th Quarter - To be announced



Join MTW on the Internet
- ------------------------

Manitowoc provides a variety of information about its

businesses, products, and markets at its Web site address:

www.manitowoc.com.



Equal Opportunity
- -----------------

Manitowoc believes that a diverse workforce is required to

compete successfully in today's global markets. The com-pany

provides equal employment opportunities in its global

operations without regard to race, color, age, gender,

religion, national origin, or physical disability.






                                              EXHIBIT 13  -  APPENDIX A








                                                        Cross Reference or
 Graph No.      Description of Graph                    Narrative Discussion
 ---------      --------------------                    ---------------------
                                           

    1        Bar Graph of Gross Profit             Gross Profit ($ Millions)
             for 1995-2000                         --------------------------------
                                                   1995              74.5
                                                   1996             134.6
                                                   1997             152.6
                                                   1998             195.6
                                                   1999             233.7
                                                   2000             235.7

                                                   Although gross profit improved in 2000, the degree
                                                   of improvement was affected by the economic slow-
                                                   down experienced by our Foodservice and Crane
                                                   segments in the second half of the year.




    2        Bar Graph of Capital Expenditures     Capital Expenditures ($ Millions)
             for 1995-2000                         ------------------------------------------
                                                   1995             19.2
                                                   1996              8.4
                                                   1997             12.0
                                                   1998             11.7
                                                   1999             13.7
                                                   2000             13.4

                                                   The $13.4 million of capital expenditures that
                                                   Manitowoc made in 2000 included $1.5 million for
                                                   demand flow initiatives, $1.5 million for a new
                                                   evaporator plating line at Manitowoc Ice, and
                                                   $829,000 for robotic welding equipment at
                                                   Manitowoc Cranes.



    3        Bar Graph of SG&A as a                SG&A as a Percent of Sales (Percent of Sales)
             Percent of Sales for                  -----------------------------------------------
             1995-2000.                            1995         16.7
                                                   1996         16.2
                                                   1997         15.4
                                                   1998         13.9
                                                   1999         13.0
                                                   2000         13.2

                                                   Despite lower revenues in our continuing businesses
                                                   and the completion of five acquisitions in 2000,
                                                   Manitowoc's selling, general and administrative
                                                   expense as a percent of sales was only 13.2%.

EX-20.0(A)

NEWS FOR IMMEDIATE RELEASE







THE MANITOWOC COMPANY ANNOUNCES THIRD-QUARTER EXPECTATIONS



         PROVIDES UPDATE ON THREE OPERATING SEGMENTS





MANITOWOC, WI - September 19, 2000 - The Manitowoc Company,

Inc. (NYSE: MTW) today commented on its outlook for the third

quarter ending September 30, 2000.



The company expects that its net sales for the third quarter

will be in the range of approximately $205 million to $215

million compared with the $213.9 million reported for the same

period last year.  Diluted earnings per share for the quarter

are expected to be in the range of $.47 to $.52 compared with

the year-ago quarter of $.74.



"An unusual combination of factors, affecting all three of our

business segments, will contribute to this quarter's

unanticipated and disappointing results," stated Terry D.

Growcock, president and chief executive officer.  "While the

third quarter has typically been one of our strongest, we were

not able to overcome the impact of rising interest rates that

were felt across-the-board in our business segments, as well

as other industry trends and one-time costs. We have, however,

already taken steps to address those issues within our

immediate control.



 "Based on our assumptions of economic conditions and current

trends in the marketplace, we anticipate that earnings for the

full year will be in the range of $2.35 to $2.45, with

revenues exceeding $840 million," said Growcock.



In foodservice, while interest rates were certainly a factor,

we attribute the majority of the change to an unusually cool

and wet summer throughout many major markets in the United

States.  Manitowoc Ice reported record sales in the first six

months of 2000, exceeding our forecast, and in June, reached

an all-time monthly high for production and sales.  In July

and August, the trend reversed and sales fell below our

projections and last year's levels.  The effect of the July

and August downturn will result in anticipated full-year sales

growth in the low-single digit range.



As reported at the end of last quarter, purchases of the

company's 80- and 100-ton capacity cranes have softened

considerably, due primarily to rising interest rate pressures.

Other factors affecting the company's crane segment include a

modest decline in rental-crane utilization rates and shorter

decision windows by contractors, which has resulted in a

narrowing of the breadth of Manitowoc's crane and boom-truck

backlog.



Low water levels continue to plague the U.S. and Canadian

fleets that operate on the Great Lakes.  As a result, vessels

are sailing with lighter cargoes and making more trips in

order to haul the same amount of tonnage as in recent years.

In addition to interest rates, higher fuel costs are also

affecting the operating costs of both fleets.  Consequently,

ship owners have postponed certain vessel repairs or upgrade

projects from 2000 until 2001.



The Manitowoc Company will host a conference call today,

September 19, at 10:00 a.m., Eastern Standard Time.  The call

will also be broadcast live via the Internet at Manitowoc's

web site: http://www.manitowoc.com and also on The Investor

Broadcast Network at http://www.vcall.com.



The Manitowoc Company, Inc. is a leading manufacturer of ice-

cube machines, ice/beverage dispensers, and commercial

refrigeration equipment for the foodservice industry.  It is

also a leading producer of lattice-boom cranes, boom trucks,

and related products for the construction industry, and

specializes in ship repair, conversion, and new-construction

services for the Great Lakes maritime industry.







A NOTE ON FORWARD-LOOKING STATEMENTS



The foregoing statements regarding targets for the quarter are

forward-looking information, and actual results may differ

materially.  Any forward-looking statements contained in this

document are based on current expectations that may differ

significantly from actual results due to risks and

uncertainties in our operations and the business environment.

These statements include expectations of future product

demand, market conditions, manufacturing efficiencies and

general economic conditions.  Among the factors that could

cause actual results to differ materially include, but are not

limited to, those relating to the revenue growth of the

company and/or its business segments, achieving market

leadership in the company's business segments, future market

strength for the company's business segments, the pursuit of

acquisitions, marketplace demand and customer acceptance of

new products, future product introductions, and future

manufacturing efficiencies.  Other factors are listed on page

24 of the company's 1999 annual report.  Any such forward-

looking statements are made pursuant to the Safe Harbor

provisions of the Private Securities Litigation Reform Act of

1995.







For further information:



Glen E. Tellock

Vice President & Chief Financial Officer

920-683-8122

EX-20.0(B)

NEWS FOR IMMEDIATE RELEASE





         THE MANITOWOC COMPANY COMPLETES $48 MILLION

               ACQUISITION OF MARINETTE MARINE



  Marinette Marine Awarded $84.5-Million Contract for Three

                   Coast Guard Buoy Tenders



MANITOWOC, WI - November 20, 2000 - The Manitowoc Company,

Inc., (NYSE: MTW), a diversified manufacturing company with

market-leading operations in foodservice equipment, lattice-

boom cranes, and marine services, announced today that it has

finalized its previously announced agreement to purchase

Marinette Marine Corporation.  Marinette was acquired for

approximately $48.0 million in an all-cash transaction

financed through Manitowoc's existing credit facility.

Located in Marinette, Wisconsin, just across Green Bay from

Manitowoc's Bay Shipbuilding facility, Marinette Marine

operates one of the largest shipyards on the U.S. Great Lakes.

The acquisition is expected to add 10 cents to Manitowoc's

2001 earnings.



"We are delighted that Marinette Marine is now part of The

Manitowoc Company and we want to welcome their employees and

families to our family," stated Terry D. Growcock, Manitowoc's

president and chief executive officer.  "Our two organizations

share a common bond in that each has played a pivotal role in

the maritime history of the Great Lakes region.  Marinette





Marine has a well-deserved reputation for manufacturing the

highest-quality vessels using the industry's most innovative

and efficient ship construction technologies.  We look forward

to their contributions to our Marine Group as we move forward

together as one of the leading shipbuilding and repair

organizations in the entire United States."



In addition, the company announced today that Marinette

secured a contract worth $84.5 million from the U.S. Coast

Guard for the construction of three 225-foot Juniper Class

(WLB) sea-going buoy tenders.  These three cutters are part of

a $309-million contract awarded in September 1998, which

contains options for an additional two vessels, yet to be

awarded.



"I am proud to have worked with Marinette Marine to help make

this day a reality," Congressman Mark Green said.  "It's been

a long road to get here, but after two years of hard work

we're finally seeing the payoff.  I'm glad that the more than

800 employees of Marinette Marine will have the opportunity to

build these ships, and I'm certain they'll once again deliver

the unmatched quality that's made them famous."



Dan Gulling, executive vice president and general manager of

Manitowoc's Marinette Marine operation said, "We are very

grateful to Senator Kohl and Congressman Green for the hard

work they did to obtain Coast Guard funding for these ships.

We have been very successful with our buoy tender contracts

and are looking forward to our continuing work with the Coast





Guard.  We greatly appreciate their confidence in our work

ethic and performance."



Throughout its 57-year history, Marinette Marine has

constructed more than 1,300 ships, including landing craft,

barracks barges, workboats, tugs, launching craft, and mine

countermeasure vessels for the U.S. Navy, as well as harbor

tugs, ferries, and research vessels for commercial customers.

Marinette Marine's 800-person workforce is currently

constructing 225-foot Juniper Class (WLB) seagoing buoy

tenders and recently delivered the fourteenth and final 175-

foot Keeper Class (WLM) coastal buoy tender for the U.S. Coast

Guard, under a contract awarded in 1993.  Marinette Marine is

also currently in the final stages of delivering two "hotel"

barges to the U.S. Navy.  The barges are equipped with

sleeping quarters for 350 personnel, cooking and dining

facilities for serving 1,150 meals in 90 minutes, and a full

complement of administrative offices, recreation and fitness

areas, a post office, and a barber/hair stylist shop.



The U. S. Coast Guard's WLB and WLM vessels are designed to

maintain the nation's system of more than 50,000 floating aids

to navigation.  They have advanced electronic navigation and

positioning systems, computerized propulsion controls, and

automated equipment, which reduces manning requirements and

makes them the most technologically advanced classes of Coast

Guard cutters.  Both classes are also capable of undertaking

missions involving search and rescue and marine environmental

protection.







The Manitowoc Company, Inc. is a leading manufacturer of ice-

cube machines, ice/beverage dispensers, and commercial

refrigeration equipment for the foodservice industry.  It is

also a leading producer of lattice-boom cranes, boom trucks,

and related products for the construction industry, and

specializes in ship repair, conversion, and new-construction

services for the Great Lakes maritime industry.



Any statements contained herein that are not historical facts

are forward-looking statements within the meaning of the

Private Securities Litigation Reform Act of 1995, and involve

risks and uncertainties.  Potential factors could cause actual

results to differ materially from those expressed or implied

by such statements.  These statements include, but are not

limited to, those relating to the success of acquisitions,

prospects for the company's marine operations, revenue growth

of the company and/or its business segments, achieving market

leadership in the company's business segments, and future

market strength for the company's business segments.

Information on the potential factors that could affect the

company's actual results of operations are included in its

filings with the Securities and Exchange Commission, including

but not limited to its Annual Report on Form 10-K for the

fiscal year ended December 31, 1999.





For further information:

Glen E. Tellock





Senior Vice President & Chief Financial Officer

The Manitowoc Company

Telephone: (920) 683-8122



James J. Driscoll

Manager of Marketing

Marinette Marine

Telephone: (715) 735-9341 x371

EX-21

                                                            EXHIBIT 21
                                                             2000 10-K


                         LIST OF SUBSIDIARIES

                                                 JURISDICTION
SUBSIDIARY                                     OF INCORPORATION
- -----------------------------------------------------------------

Femco Machine Co., Inc.                                Nevada
Diversified Refrigeration, Inc.                        Tennessee
Manitowoc MEC, Inc.                                    Nevada
Manitowoc Equipment Works PTE, Ltd.                    Singapore
Manitowoc Equipment Works, Inc.                        Nevada
Manitowoc Europe Holdings, Ltd.                        England
Manitowoc Europe Limited                               England
Manitowoc International Sales Corp.                    Barbados
Manitowoc Korea Company, Ltd.                          Korea
Manitowoc Marine Group, LLC                            Nevada
Manitowoc Re-Manufacturing, Inc.                       Wisconsin
North Central Crane & Excavator Sales Corp.            Nevada
West Manitowoc, Inc.                                   Wisconsin
Manitowoc CP, Inc.                                     Nevada
Manitowoc FP, Inc.                                     Nevada
KMT Refrigeration, Inc.                                Wisconsin
Manitowoc Foodservice Companies, Inc.                  Nevada
Manitowoc Crane Companies, Inc.                        Nevada
Manitowoc Ice, Inc.                                    Wisconsin
Manitowoc Cranes, Inc.                                 Wisconsin
SerVend International, Inc.                            Nevada
Manitowoc Beverage Systems, Inc.                       Nevada
KMT Sales Corporation                                  Nevada
SerVend Sales Corporation                              Nevada
Multiplex GmbH                                         Germany
Multiplex Company, Inc.                                Missouri
Harford Duracool, LLC                                  Wisconsin
Marinette Marine Corp.                                 Wisconsin
Manitowoc Boomtrucks, Inc.                             Texas
Manitowoc (Hangzhou) Refrigeration Co., Ltd.           China
Shanghai Manitowoc International Trading Co.           China
Manitowoc FAPG, Srl                                    Italy
Manitowoc Marine Group, LLC                            Nevada

EX-23.1

CONSENT OF INDEPENDENT ACCOUNTANTS





We hereby consent to the incorporation by reference in the

Registration Statements on Form

S-8 (File Nos. 333-11729 and 333-11731) of The Manitowoc Company, Inc.

of our report dated January 26, 2001, except for information in Note

15, for which the date is March 4, 2001, relating to the financial

statements, which appears in the 2000 Annual Report, which is

incorporated in this Form 10-K.  We also consent to the incorporation

by reference of our report dated January 26, 2001 relating to the

financial statement schedule, which appears on this Form 10-K.





/S/ PricewaterhouseCoopers LLP





PricewaterhouseCoopers LLP

Milwaukee, Wisconsin

March 29, 2001