
                                               EXHIBIT 10.1(b)
                                               1994 10-K




            EXCERPT FROM MINUTES OF THE MANITOWOC COMPANY,
        INC. BOARD OF DIRECTORS MEETING HELD ON APRIL 26, 1994


  RESOLVED that The Manitowoc Company, Inc. Deferred Compensation
Plan, as effective July 4, 1993, is amended, effective as of this
date, as follows:

  1.   Section 3.4 shall be revised to read in its entirety as
follows:

  3.4  A non-employee director Participant may make a deferral
election with respect to all or part of his Compensation, in
increments of five percent (5%).  A key employee Participant may make
separate deferral elections, in whole percentages, with respect to
regular pay and incentive bonuses.  Deferral elections shall not
exceed forty percent (40%) of regular pay for any Plan Year and
deferral elections with regard to incentive bonuses are not subject to
a percentage maximum; provided, however, that the maximum amount of
Compensation of a key employee Participant for any Plan Year which may
be considered for purposes of determining the Company contribution
authorized by Section 7.1 shall not exceed twenty-five percent (25%)
for any Plan Year.  Deferral elections remain in effect from year to
year until modified or revoked in accordance with Plan rules.

  2.   Section 7.1 is amended by adding at the end thereof "and
Section 3.4".

  FURTHER RESOLVED, that the foregoing changes shall be incorporated
in revised pages of the Plan.

  FURTHER RESOLVED, that the Treasurer of the Company is authorized
and directed to make any technical amendments to the continuing Plan
in order to facilitate the foregoing amendments.

  FURTHER RESOLVED, that the foregoing Plan amendments do not
materially increase benefits provided by the Company to Plan
Participants such that additional stockholder approval under Section
9.5 of the Plan is not required.

