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<SEC-DOCUMENT>/in/edgar/work/20000810/0000061986-00-000014/0000061986-00-000014.txt : 20000921
<SEC-HEADER>0000061986-00-000014.hdr.sgml : 20000921
ACCESSION NUMBER:		0000061986-00-000014
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20000630
FILED AS OF DATE:		20000810

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MANITOWOC CO INC
		CENTRAL INDEX KEY:			0000061986
		STANDARD INDUSTRIAL CLASSIFICATION:	 [3531
]		IRS NUMBER:				390448110
		STATE OF INCORPORATION:			WI
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		10-Q
			SEC ACT:		
			SEC FILE NUMBER:	001-11978
			FILM NUMBER:		691153
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		500 S 16TH ST
				STREET 2:		STE B
				CITY:			MANITOWOC
				STATE:			WI
				ZIP:			54221
				BUSINESS PHONE:		4146846621
</BUSINESS-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>2Q 00 10Q
<TEXT>











          UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C.  20549





                              FORM 10Q





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

     SECURITIES EXCHANGE ACT OF 1934



     For the quarterly period ended     June 30, 2000

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



                              OR



[_]  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 So. 16th Street, Manitowoc, Wisconsin  54220

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

   (Address of principal executive offices)           (Zip Code)





                           (920) 684-4410

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

        (Registrant's telephone number, including area code)



  (Former name, former address and former fiscal year, if changed

                        since last report.)





     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   (   )



     The number of shares outstanding of the Registrant's common

stock, $.01 par value, as of June 30, 2000, the most recent

practicable date, was 24,634,771.



                   PART I.  FINANCIAL INFORMATION

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





Item 1.  Financial Statements

- -------------------------------------
<TABLE>
<CAPTION>


                            THE MANITOWOC COMPANY, INC.

                        Consolidated Statements of Earnings

              For the Quarter and Six Months Ended June 30, 2000 and 1999

                                      (Unaudited)

               (In thousands, except per-share and average shares data)



                                        QUARTER ENDED                  YEAR-TO-DATE

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

                                    June 30,      June 30,          June 30,    June 30,

                                      2000          1999              2000        1999

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




<S>                              <C>         <C>           <C>             <C>
Net Sales                           $ 239,287   $ 226,342         $ 441,277     $ 410,532



Costs And Expenses:

   Cost of goods sold                 168,221     160,624           314,494       292,253

   Engineering, selling and

     administrative expenses           30,572      29,298            59,546        59,209

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

      Total                           198,793     189,922           374,040       351,462





Earnings From Operations               40,494      36,420            67,237        59,070



Other Income (Expense):

   Interest expense                    (3,938)     (2,736)           (6,449)       (5,444)

   Interest & dividend income             221          17               288           104

   Other expense                         (607)       (386)           (1,045)         (692)

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

      Total                            (4,324)     (3,105)           (7,206)       (6,032)

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

Earnings Before Taxes

   On Income                           36,170      33,315            60,031        53,038



Provision For Taxes On Income          13,564      12,329            22,512        19,624

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

Net Earnings                        $  22,606   $  20,986         $  37,519     $  33,414

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





Net Earnings Per Share - Basic        $   .91      $   .81          $  1.48      $   1.29

Net Earnings Per Share - Diluted      $   .91      $   .80          $  1.47      $   1.27



Dividends Per Share                   $   .075     $   .075         $   .15      $    .15



Average Shares

   Outstanding - Basic             24,725,648    25,965,034      25,287,860    25,963,711

Average Shares

   Outstanding - Diluted           24,905,159    26,321,060      25,436,958    26,329,040



See accompanying notes which are an integral part of these

statements.
</TABLE>

<TABLE>
<CAPTION>

                                  THE MANITOWOC COMPANY, INC.

                                 Consolidated Balance Sheets

                          As of June 30, 2000 and December 31, 1999

                               (In thousands, except share data)



                                                                  -ASSETS-



                                                            June 30,          Dec. 31,

                                                              2000              1999

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

                                                          (Unaudited)
<S>                                             <C>                   <C>
Current Assets:

   Cash and cash equivalents                                 $ 10,383          $ 10,097

   Marketable securities                                        1,983             1,923

   Accounts receivable                                        102,446            62,802

   Inventories                                                 98,306            91,437

   Prepaid expenses and other                                   2,798             2,211

   Future income tax benefits                                  22,557            22,528

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

      Total current assets                                    238,473           190,998



Intangible assets - net                                       264,713           232,729



Other assets                                                   14,532            14,490


Property, plant and equipment:

   At cost                                                    232,204           214,352

   Less accumulated depreciation                             (132,755)         (122,329)

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

   Property, plant and equipment-net                           99,449            92,023

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

      TOTAL                                                 $ 617,167         $ 530,240

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



                        -LIABILITIES AND STOCKHOLDERS' EQUITY-



Current Liabilities:

   Accounts payable and accrued expenses                    $ 159,048         $ 141,909

   Current portion of long-term debt                              750               489

   Short-term borrowings                                      108,335            32,300

   Product warranties                                          14,738            14,610

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

      Total current liabilities                               282,871           189,308



Non-Current Liabilities:

   Long-term debt less current portion                         78,941            79,223

   Post-retirement health benefits obligations                 20,162            19,912

   Other                                                       11,219             9,621

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

      Total non-current liabilities                         $ 110,322         $ 108,756

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





Stockholders' Equity:

   Common stock (36,746,482 shares

       issued at both dates)                                      367               367

   Additional paid-in capital                                  31,586            31,476

   Accumulated other comprehensive income (loss)               (1,568)             (814)

   Retained earnings                                          315,421           281,672

   Treasury stock at cost (12,111,711 and

      10,658,113 shares)                                     (121,832)          (80,525)

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

      Total stockholders' equity                              223,974           232,176

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

      TOTAL                                                 $ 617,167         $ 530,240

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





See accompanying notes which are an integral part of these

statements.
</TABLE>

<TABLE>
<CAPTION>


                               THE MANITOWOC COMPANY, INC.

                          Consolidated Statements of Cash Flows

                     For the Six Months Ended June 30, 2000 and 1999

                                      (In thousands)



                                       (Unaudited)

                                                      June 30, 2000       June 30, 1999

                                                    -----------------    ----------------
<S>                                                <C>              <C>
Cash Flows From Operations:

   Net earnings                                           $ 37,519         $  33,414



   Non-cash adjustments to income:

      Depreciation                                           4,947             4,651

      Amortization of goodwill                               3,987             3,588

      Amortization of deferred financing fees                  336               307

      Loss on sale of fixed assets                              46               169



   Changes in operating assets and liabilities

    excluding effects of business acquisitions:

      Accounts receivable                                  (31,084)           (4,503)

      Inventories                                           (1,119)            1,905

      Other current assets                                   1,296             3,797

      Non-current assets                                      (542)           (2,414)

      Current liabilities                                    9,687            20,271

      Non-current liabilities                                  (27)              297

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

      Net cash provided by operations                       25,046            61,482



Cash Flows From Investing:

   Purchase of temporary investments                           (60)              (57)

   Business acquisitions - net                             (47,411)          (62,655)

   Proceeds from sale of property,

      plant, and equipment                                     110             1,353

   Capital expenditures                                     (8,412)           (5,590)

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

      Net cash used for investing                          (55,773)          (66,949)



Cash Flows From Financing:

   Dividends paid                                           (3,770)           (3,895)

   Options exercised                                           301                77

   Treasury stock purchases                                (41,498)               --

   Payments on long-term borrowings                            (21)          (13,645)

   Change in revolver borrowings - net                      76,035            23,800

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

      Net cash provided by financing                        31,047             6,337



Effect of exchange rate changes on cash                        (34)              (13)

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

Net increase in cash

      and cash equivalents                                     286               857



Cash at beginning of period                                 10,097            10,582

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

Cash at end of period                                     $ 10,383        $   11,439

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

Supplemental Cash Flow Information:

   Interest paid                                          $  5,037        $    4,467

   Income taxes paid                                      $ 17,845        $   14,473



See accompanying notes which are an integral part of these

statements.

</TABLE>

<TABLE>
<CAPTION>





                                  THE MANITOWOC COMPANY, INC.

                       Consolidated Statements of Comprehensive Income

                    For the Quarter and Six Months Ended June 30, 2000 and 1999

                                       (In thousands)



                                       (Unaudited)



                                       QUARTER ENDED                  YEAR-TO-DATE

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



                                     June 30,   June 30,         June 30,     June 30,

                                       2000       1999             2000         1999

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


<S>                               <C>        <C>           <C>             <C>
Net Earnings                        $22,606      $20,986         $37,519      $33,414

Other Comprehensive Income:

  Foreign currency

    translation adjustments            (570)        (118)           (754)        (288)

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



Comprehensive Income                $22,036      $20,868         $36,765      $33,126

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





See accompanying notes which are an integral part of these statements.

</TABLE>











                    THE MANITOWOC COMPANY, INC.

         Notes to Unaudited Consolidated Financial Statements

           For the Six Months Ended June 30, 2000 and 1999





Note 1.   In the opinion of management, the accompanying unaudited

          condensed consolidated financial statements contain all

          adjustments, representing normal recurring accruals,

          necessary to present fairly the results of operations,

          cash flows and comprehensive income for the quarters and

          six months ended June 30, 2000 and 1999 and the financial

          position at June 30, 2000.  The interim results are not

          necessarily indicative of results for a full year and do

          not contain information included in the company's annual

          consolidated financial statements and notes for the year

          ended December 31, 1999.  The consolidated balance sheet

          as of December 31, 1999 was derived from audited financial

          statements, but does not include all disclosures required

          by generally accepted accounting principles.  It is

          suggested that these financial statements be read in

          conjunction with the financial statements and the notes

          thereto included in the company's latest annual report.



All dollar amounts are in thousands throughout these notes except

where otherwise indicated.



Note 2.  The components of inventory at June 30, 2000 and December

         31, 1999 are summarized as follows:
<TABLE>
<CAPTION>


                                                          June 30,      December 31,

                                                            2000            1999

                                                        -----------    -------------
<S>                                                   <C>          <C>
Components:

               Raw materials                            $ 38,390         $ 39,134

               Work-in-process                            29,885           30,218

               Finished goods                             52,430           42,352

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

               Total inventories at FIFO costs           120,705          111,704



Excess of FIFO costs

               over LIFO value                           (22,399)         (20,267)

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

               Total inventories                        $ 98,306         $ 91,437

</TABLE>

Inventory is carried at lower of cost or market using the first-in,

first-out (FIFO) method for 51% and 57% of total inventory at June

30, 2000 and December 31, 1999, respectively.  The remainder of the

inventory is costed using the last-in, first-out (LIFO) method.



Note 3.   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 PRP's have been identified as having

          shipped substances to the Site.  Eleven of the potentially

          responsible parties, including the company,  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 total cost to clean up the Site

could be as high as $30 million, however, the ultimate allocation of

costs 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 $3.3 million in connection with this

matter.  The expenses incurred during the second quarter and first

six months of



2000 and 1999 in connection with this matter were not material.

Remediation work at the Site has been completed, with only long-term

pumping and treating of ground water and Site maintenance remaining.

The remaining estimated liability for this matter, included in other

current and noncurrent liabilities at June 30, 2000, is $1.1

million.



As of June 30, 2000, 31 product-related lawsuits (other than

lawsuits which were fully insured with no self-insured retention and

lawsuits relating to breaking contract) were pending.  All of these

alleged accidents occurred during years in which the company had

insurance coverages ranging from a $5.5 million self-insured

retention with a $10.0 million limit on the insurer's contribution

in 1990, to the current $1.0 million self-insured retention and

$50.0 million limit on the insurer's contribution.



Product liability reserves included in accounts payable and accrued

expenses at June 30, 2000 are $8.3 million; $2.7 million reserved

specifically for the 31 cases referenced above, and $5.6 million for

incurred but not reported claims.  These reserves were estimated

using actuarial methods. 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 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 that 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 expected to have a material

adverse effect on the consolidated financial statements.





Note 4.   The company holds assets for sale which include land and

          improvements, buildings, and certain machinery and

          equipment at the "Peninsula facility" located in

          Manitowoc, Wisconsin, and land and building located in

          Scotts Hill, Tennessee.  The current carrying value of

          these assets, determined through independent appraisals,

          is approximately $3.3 million and is included in other

          assets at June 30, 2000.  The company has reserved for the

          future holding costs, which are included in accounts

          payable and accrued expenses, consisting primarily of

          utilities, security, maintenance, property taxes, and

          insurance.  The company has also recorded reserves for

          potential environmental liabilities on the Peninsula

          location.  For the second quarter and first six months of

          2000, approximately $0.7 million and $0.9 million were

          charged against the reserve, respectively.



Note 5.   On February 17, 1999, the company's board of directors

          authorized a 3-for-2 stock split of the company's shares

          in the form of a 50-percent 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.



In October, 1999, the board of directors authorized the purchase of

up to 1.5 million shares of the company's common stock.  In March,

2000, the board of directors increased the number of shares of

common stock that the company is authorized to repurchase by 1.0

million shares.  During the first six months of 2000, the company

repurchased 1.5 million shares at an aggregate cost of $41.5 million

pursuant to this authorization.



Note 6.   The following is a reconciliation of the average shares

          outstanding used to compute basic and diluted earnings per

          share.


<TABLE>
<CAPTION>






                                      Quarter Ended June 30                    Six Months Ended June 30

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

                                  2000                    1999                    2000                 1999

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

                                     Per Share               Per Share              Per Share                    Per Share

                           Shares      Amount      Shares      Amount      Shares     Amount        Shares         Amount

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


<S>                     <C>          <C>       <C>          <C>       <C>             <C>
Basic EPS                24,725,648     $.91    25,965,034      $.81     25,287,860     $1.48       25,963,711     $1.29



Effect of Dilutive

  Securities  Stock

    Options                 179,511                356,026                  149,098                    365,329

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



Diluted EPS              24,905,159    $.91    26,321,060     $.80     25,436,958     $1.47         26,329,040     $1.27

</TABLE>





Note 7.   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.



On February 17, 2000 the company, through a wholly-owned subsidiary,

acquired all of the issued and outstanding shares of 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 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 Franfurt,

Germany and Surrey, England.   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.  Multiplex was

integrated into the Company's Ice/Beverage Group.



On April 7, 2000 the company, through a wholly-owned subsidiary,

acquired substantially all of the net business assets of Harford

Duracool, LLC (Harford), a leading manufacturer of walk-in

refrigerators and freezers.  Harford  maintains a 67,000-square-foot

manufacturing facility in Aberdeen, Maryland.  The 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.




All of the aforementioned acquisitions have been accounted for using

the purchase method of accounting and were financed using funds from

the company's existing credit facility.  The total aggregate

consideration paid for these acquisitions was $56.9 million, which

is net of cash acquired of $3.5 million and includes direct

acquisition costs of $0.3 million and assumed liabilities of $9.5

million.  The preliminary estimate of the aggregate excess of cost

over the fair values of the net assets acquired for these

acquisitions of $35.6 million is being amortized over a weighted

average life of 36 years.  The results of these acquisitions'

operations subsequent to their date of acquisition are included in

the Consolidated Statement of Earnings for the quarter and six

months ending June 30, 2000.



Note 8.   The company determines its segments based upon the

          internal organization that is used by management to make

          operating decisions and assess performance.  Based upon

          this approach, the company has three reportable segments:

          Foodservice Equipment (Foodservice), Cranes and Related

          Products (Cranes), and Marine Operations (Marine).



Information about reportable segments and a reconciliation of total

segment sales and profits to the consolidated totals for the

quarters and first six months ending June 30, 2000 and 1999 are

summarized in Item 2, "Management's Discussion and Analysis of

Financial Condition and Results of Operations", to this report on

Form 10-Q.  As of June 30, 2000 and December 31, 1999, the total

assets by segment were as follows:

<TABLE>
<CAPTION>



                                                 June 30,             Dec. 31,

                                                   2000                 1999

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


<S>                                       <C>                    <C>
Foodservice                                    $ 387,108             $ 314,982

Cranes                                           180,905               165,974

Marine                                            12,124                10,162

General corporate                                 37,030                39,122

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

  Total                                        $ 617,167             $ 530,240



</TABLE>





Item 2.   Management's Discussion and Analysis of Financial

Condition and Results of Operations





Results of Operations for the Quarter and Six Months Ended June 30,

2000 and 1999

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



Net sales and earnings from operations by business segment for the

quarter and first six months ended June 30, 2000 and 1999 are shown

below (in thousands):

<TABLE>
<CAPTION>

                                        QUARTER ENDED                  YEAR-TO-DATE

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

                                      June 30,  June 30,         June 30,     June 30,

                                        2000      1999             2000         1999

                                      -------- ---------        ---------    ---------
<S>                               <C>         <C>         <C>            <C>
NET SALES:

   Foodservice equipment            $ 121,948    $110,561      $ 214,877     $194,851

   Cranes and related products         98,491      98,147        195,398      187,577

   Marine                              18,848      17,634         31,002       28,104

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

      Total                         $ 239,287    $226,342      $ 441,277     $410,532



EARNINGS (LOSS) FROM OPERATIONS:

   Foodservice equipment             $ 22,289    $ 21,081      $  34,468     $ 32,853

   Cranes and related products         20,134      17,325         37,466       30,602

   Marine                               2,864       2,880          5,241        5,192

   General corporate expense           (2,708)     (2,998)        (5,951)      (5,989)

   Amortization                        (2,085)     (1,868)        (3,987)      (3,588)

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

      Total                            40,494      36,420         67,237       59,070



OTHER INCOME (EXPENSE) -NET            (4,324)     (3,105)        (7,206)      (6,032)

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

EARNINGS BEFORE TAXES ON INCOME      $ 36,170    $ 33,315       $ 60,031     $ 53,038


</TABLE>


Net earnings for the second quarter of 2000 increased 7.7 percent to

$22.6 million, or $.91 per diluted share, from $21.0 million, or

$.80 per diluted share, for the second quarter of 1999.  Net sales

increased 5.7% to $239.3 million in the second quarter of 2000, from

$226.3 million for the same period in 1999.  Sales and earnings

growth was driven by gains in the foodservice and crane segments.



For the first six months of 2000, net earnings increased 12.3

percent to $37.5 million, or $1.47 per diluted share, from $33.4

million, or $1.27 per diluted share, for the first six months of

1999.  Net sales increased 7.5% to $441.3 million in the first six

months of 2000 from $410.5 million for the same period in 1999.



Foodservice posted considerable gains despite softer demand for

equipment serving the beverage industry.  Sales for the Foodservice

segment were $122.0 million for the quarter, up 10.3% from the first

quarter of 1999.  Excluding sales to the soft-drink market,

Foodservice sales were up 15.6% over the same period last year.

Operating earnings increased 5.7% to $22.3 million, from $21.1

million in 1999.  The Foodservice segment's operating margin of

18.3% compares to 19.1% for the second quarter last year.  The

decrease is largely due to the impact of the acquisitions made

during the first six months of 2000.  (See Note 7 to the

Consolidated Financial Statements.)  Excluding these acquisitions,

the operating margin would have been 19.9%. For the first six months

of 2000 sales and operating earnings increased 10% and 5%,

respectively.



Cranes and related products sales for the second quarter were $98.5

million, up from $98.1 million for the second quarter of 1999.

Operating earnings were $20.1 million, a 16.2% gain over the second

quarter of 1999.  The crane segment has continued to grow sales with

new product introductions.  During the second quarter, Manitowoc

Cranes introduced the new 275-ton capacity Model 999.  The company

has already secured orders for 68 Model 999s, making it the most

successful new-product introduction in the company's history.  In

addition, higher demand for the medium- and larger-capacity boom

trucks was sparked by recent product innovations including a new

124-foot boom option, while the segment has noted some industry-wide

softening in demand for lower capacity lift cranes.  For the first

six months of 2000, Cranes' sales were $195.4 million, compared to

$187.6 million for the first six months of 1999.  Operating earnings

increased 22.4%, to $37.5 million, from $30.6 million for the same

period in 1999.  The crane backlog at the end of the second quarter

stood at $141 million.



Marine segment sales and operating earnings for the second quarter

were $18.8 million and $2.9 million, respectively, compared with

$17.6 million and $2.9 million for the same period in 1999.  The

shift in margins is due to the change in scope and mix of project

and repair work.  Bookings for marine projects and vessel repairs

remain very strong and the company already has several commitments

for next winter's lay-up season.  The company has completed several

unexpected emergency and casualty repairs during the second quarter

and we are nearing completion of a cutterhead dredge for Lake

Michigan Contractors, which is planned to launch at the Sturgeon Bay

shipyard in August.  For the first six months of 2000, sales and

operating earnings for this segment were $31.0 million and $5.2

million, respectively, compared with $28.1 million and $5.2 million

for 1999.



Cash flow from operations for the first six months of 2000 was $25.0

million, which was below last year's level primarily as a result of

accounts receivable increases.  Total funded debt increased to

$188.0 million at the end of the quarter, representing a debt-to-

capital ratio of 46% at June 30.  Manitowoc also completed the

repurchase of 1.5-million share stock program during the quarter at

an average cost of $27.67 per share.



The effective tax rate remains unchanged at 37.5 percent.







Financial Condition at June 30, 2000

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



The company's financial condition remains strong.  Cash and

marketable securities of $12.4 million and future cash flows from

operations are expected to be adequate to meet the Company's

liquidity requirements for the foreseeable future, including

payments for long-term debt, line of credit, and anticipated capital

expenditures of between $15-$18 million.



This report on Form 10-Q includes forward-looking statements based

on management's current expectations.  Reference is made in

particular to the description of the company's plans and objectives

for future operations, assumptions underlying such plans and

objectives and other forward-looking statements in this report.

Such forward-looking statements generally are identifiable by words

such as "believes," "intends," "estimates," "expects" and similar

expressions.





These statements involve a number of risks and uncertainties and

must be qualified by factors that could cause results to be

materially different from what is presented here.  This includes the

following factors for each business:  Foodservice Equipment  -

demographic changes affecting the number of women in the workforce,

general population growth, and household income; serving large

restaurant chains as they expand their global operations; specialty

foodservice market growth; and the demand for equipment for small

kiosk-type locations.  Cranes and Related Products  -  market

acceptance of innovative products; cyclicality in the construction

industry; growth in the world market for heavy cranes; demand for

used equipment in developing countries.  Marine  -  shipping volume

fluctuations based on performance of the steel industry; five-year

drydocking schedule; reducing seasonality through non-marine repair

work.





Year 2000 Compliance

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



In prior years, the company executed various initiatives to ensure

that its computer systems are capable of processing periods of the

Year 2000 and beyond.  These initiatives were completed prior to the

end of 1999.  In addition, the company had developed various

contingency plans to address any unforeseen circumstances that may

have arisen.  As a result of those planning and implementation

efforts, the company has not experienced any significant system

failures or miscalculations as a result of the Year 2000 computer

issue and believes it systems successfully responded to the Year

2000 date change.  While no such disruption has developed as of the

date of this filing, Year 2000 problems may still surface throughout

calendar year 2000.  The company will continue to monitor its

critical computer applications and those of its suppliers and

vendors throughout the year to ensure that any latent Year 2000

matters that may arise are addressed promptly.









Item 3.        Quantitative and Qualitative Disclosure About Market

                Risk

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




See Item 7A of the company's Annual Report on Form 10-K for the year

ended December 31, 1999.







                   PART II.    OTHER INFORMATION

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





Item 4.        Submission of Matters to a Vote of Security Holders

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




At the annual meeting of the company's shareholders on May 2, 2000,

management's nominees named below were elected as directors by the

indicated votes cast for each nominee.  Of the 22,744,954 shares of

Common Stock which were represented at the meeting, at least 99.3%

of the shares voting were voted for the election of each of

management's nominees.



Two directors were elected to serve until the Annual Meeting of

Shareholders to be held in the year 2003:



Name of Nominee                         For             Withheld

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



Terry D. Growcock                   22,678,170            66,784

George T. McCoy                     22,593,054           151,900









There were no abstentions or broker non-votes with respect to the

election of directors.  In addition to the directors elected at the

meeting, the company's continuing directors are Dean H. Anderson,

James P. McCann, Gilbert F. Rankin, Jr., and Robert C. Stift.



On May 15, 2000, Daniel W. Duval was appointed to the company's

board of directors to fill the vacancy created by the retirement of

one of the directors.



Further information concerning the matters voted upon at the 2000

Annual Meeting of Shareholders is contained in the company's proxy

statement dated March 20, 2000 with respect to the 2000 Annual

Meeting.






Item 6.        Exhibits and Reports on Form 8-K

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



(a)  Exhibits:   See exhibit index following the signatures on this

     Report, which is incorporated herein by reference.



(b)  Reports on Form 8-K:   None.









                                        SIGNATURES





Pursuant to the requirements 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.





                                     THE MANITOWOC COMPANY, INC.

                                             (Registrant)









                                       /s/   Terry D. Growcock

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

                                       Terry D. Growcock

                                       President and

                                       Chief Executive Officer






                                       /s/   Glen E. Tellock

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

                                       Glen E. Tellock

                                       V.P. & Chief Financial

                                       Officer









                                       /s/  Maurice D. Jones

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

                                       Maurice D. Jones

                                       General Counsel and Secretary





August 9,2000





                    THE MANITOWOC COMPANY, INC.



                           EXHIBIT INDEX



                            TO FORM 10-Q



                     FOR QUARTERLY PERIOD ENDED



                           June 30, 2000








Exhibit                                                      Filed

  No                  Description                           Herewith

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







  10              The Manitowoc Company, Inc.

                  Management Incentive Compensation

                  Plan (Economic Value Added (EVA)

                  Bonus Plan), as amended

                  February 14, 2000                            X



  27              Financial Data Schedule                      X





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>

















                     MANAGEMENT INCENTIVE COMPENSATION PLAN



                     ECONOMIC VALUE ADDED (EVA) BONUS PLAN



                          AS AMENDED FEBRUARY 14, 2000









                                   ARTICLE I



                              STATEMENT OF PURPOSE





1.1  The purpose of the Plan is to provide a system of incentive compensation

     which will promote the maximization of shareholder value over the long

     term.  In order to align management incentives with shareholder interests,

     incentive compensation will reward the creation of value.  This Plan will

     tie incentive compensation to Economic Value Added ("EVA") and, thereby,

     reward management for creating value and penalize management for

     destroying value.




1.2  EVA is the performance measure of value creation.  EVA reflects the

     benefits and costs of capital employment.  Managers create value when they

    employ capital in an endeavor that generates a return that exceeds the cost

     of the capital employed.  Managers destroy value when they employ capital

     in an endeavor that generates a return that is less than the cost of

     capital employed.  By imputing the cost of capital upon the operating

     profits generated by a business group, EVA measures the total value

     created (or destroyed) by management.





          EVA  =  (Net Operating Profit After Tax - Capital Charge)





1.3  Each Plan Participant is placed in a classification.  Each classification

     has a prescribed target bonus. The bonus earned in any one year is the

     result of multiplying the Actual Bonus Percentage times the Participant's

     base pay.   Bonuses that fall within a pre-specified range will be fully

     paid out.  Positive and negative bonuses falling outside this range are

     banked forward in the Participant's Bonus Bank, with one-third of the net

     positive balance paid out each year in cash.





                                   ARTICLE II



                  DEFINITION OF EVA AND THE COMPONENTS OF EVA





Unless the context provides a different meaning, the following terms shall have

the following meanings.



2.1  "Participating Group" means a business division or group of business

     divisions which are uniquely identified for the purpose of calculating EVA

     and EVA based bonus awards.  Some Participants' awards may be a mixture of

     two different Participating Groups.



For the purpose of this plan, the Participating Groups are listed on Exhibit C.





2.2. "Capital" means the net investment employed in the operations of each

     Participating Group.  The components of Capital are as follows:





               Gross Accounts Receivable (including trade A/R from another

               Manitowoc unit)

   Plus:       FIFO Inventory

   Plus:       Other Current Assets

   Less:       Non-Interest Bearing Current Liabilities (NIBCL's - See Note 1)

   Plus:       Net PP&E

   Plus:       Other Operating Assets

   Plus:       Capitalized Research & Development

   Plus:       Goodwill acquired after July 3, 1993

   Plus:       Accumulated Amortization on Goodwill acquired after July 3, 1993

   Plus (Less):  Special Items (one-time)

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

   Equals:   Capital





Notes:  (1) NIBCL's include trade A/P to another Manitowoc unit, but do not in-

        clude the contingent liability associated with Bonus Banks.



2.3  Each component of Capital will be measured by computing an average balance

     based on the ending monthly balance for the twelve months of the Fiscal

     Year.





2.4  "Cost of Capital" or "C*" means the weighted average of the after tax cost

     of debt and equity for the year in question.



The Cost of Capital will be reviewed annually and revised if it has changed

significantly.  Calculations will be carried to one decimal point.



The cost of capital for the initial year is 12.6%.  See Exhibit A.  In

subsequent plan years the methodology for the calculation of the Cost of

Capital will be:



a)   Cost of Equity = Risk Free Rate + (Beta x Market Risk Premium)



b)   Debt Cost of Capital = Debt Yield x (1 - Tax Rate)



c) The weighted average of the Cost of Equity and the Debt Cost of Capital is

  determined by reference to a projected debt to capital ratio of 40%.  The

  Risk Free Rate is the average  daily closing yield rate on 30 year U.S.

  Government Bonds for the month of December immediately preceding the Plan

  Year, the BETA is one, and the Market Risk Premium is 5%.  The Debt Yield is

  the projected weighted average yield on the Company's long term obligations

  for the 12 month period ending December 31 of the Plan Year, and the tax rate

  is 39% for U.S. Companies, and the full statutory rate of the country where a

  foreign division or subsidiary is based.



The debt to capital ratio, BETA, and Market Risk Premium should be reviewed at

least every three years with the assistance of Stern Stewart.



   d)  Short-term debt is to be treated as long-term for purposes of computing

the cost of capital.





2.5 "Capital Charge"  means the deemed opportunity cost of employing Capital in

     the business of each Participating Group.  The Capital Charge is computed

     as follows:



   Capital Charge = Capital X Cost of Capital (C*)





2.6  "Net Operating Profit After Tax" or "NOPAT"



"NOPAT" means the after tax cash earnings attributable to the capital employed

     in the Participating Group for the year in question.  The components of

     NOPAT are as follows:



         Operating Earnings

Plus:    Increase (Decrease) in Capitalized R & D (See Note 1)

Plus:    Increase (Decrease) in Bad Debt Reserve

Plus:    Increase (Decrease) in Inventory Reserves

Plus:    Amortization of Goodwill acquired after July 3, 1993

Less:    Other  Expense (Excluding interest on debt)

Plus:    Other  Income (Excluding investment income)

Equals:  Net Operating Profit Before Tax

Less:    Taxes (See Note 2)

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

Equals:  Net Operating Profit After Tax



(1)Since R & D is Capitalized, the difference in the balance is the expensed

  amount for that year.

(2)Taxes is assumed to be 39% of Net Operating Profit Before Tax.  (For

  exceptions see 2.4(c)).



2.7  "Economic Value Added" or "EVA" means the NOPAT that remains after

     subtracting the Capital Charge, expressed as follows:



                     NOPAT

         Less:       Capital Charge

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

         Equals:     EVA



EVA may be positive or negative.



                                  ARTICLE III



                DEFINITION AND COMPUTATION OF TARGET BONUS VALUE





3.1  "Actual EVA" means the EVA as calculated for each Participating Group for

     the year in question.




3.2  "Target EVA" means the level of EVA that is expected in order for the

     Participating Group to receive the Target Bonus Value.



The Target EVA for the first year is set at the expected EVA for the year prior

     to the first year of the plan after adjusting for inventory write-offs,

     Manitex relocation, FAS 106 and 109 and the $5 million product liability

     settlement (except for $1.2 million).   After the first year, the

     Base-Line EVA is revised according to the following formula:





               (Last Year's Actual EVA + Last Year's Target EVA)    Expected

   Target EVA =------------------------------------------------- + Improvement

                                    2                                 in EVA





"Expected Improvement in EVA" means the constant EVA improvement that is added

     to shift the target up each year.  This is determined by the expected

     growth in EVA per year.

See Exhibit B for the Expected Improvement for each Participating Group.



3.3  "Target Bonus Value"  means the "Target Bonus Percentage" times a

     Participant's base pay.



3.4  "Target Bonus Percentage" is determined by a Participant's classification

     as shown on Exhibit B.



3.5  "Actual Bonus Value" means the bonus earned (*) by a Participant and is

     computed as the Actual Bonus Percentage times a Participant's base pay.



3.6  "Actual Bonus Percentage" is determined by multiplying the Target Bonus

     Percentage by the Bonus Performance Value.



3.7  "Bonus Performance Value" means the difference between the Actual EVA and

     the Target EVA divided by the Leverage Factor plus 1.0.


                                             [Actual EVA - Target EVA]

               Bonus Performance Value =     -------------------------  +1

                                                   [Leverage Factor]



3.8  "Leverage Factor" is the negative (positive) deviation from Target EVA

     necessary before a zero (two times Target) bonus is earned.  See Exhibit C

     for the Leverage Factor of each Participating Group.



3.9  A Participant's classification is determined by each business unit manager.

     They are subject to approval by the CEO and the Compensation Committee of

     the Board of Directors.





* Note: A portion of the Actual Bonus Value may be placed in the Participants'

     Bonus Bank.  See Article IV for details on the Bonus Bank.



                                  ARTICLE IV



                          DESCRIPTION OF BONUS BANKS





4.1  Establishment of a Bonus Bank.  To encourage a long-term commitment by

     Participants to the Company, a portion of exceptional bonuses (amounts

     above Target and negative bonuses) shall be credited to "at risk" deferred

     accounts ("Bonus Banks"), with the level of payout contingent on sustained

     high performance and improvements and continued employment as provided

     herein.





4.2  Although a Bonus Bank may, as a result of negative EVA, have a deficit, no

     Plan Participant shall be required, at any time, to reimburse his/her

     Bonus Bank.





4.3  "Bonus Bank" means, with respect to each Participant, a bookkeeping record

    of an account to which amounts are credited, or debited as the case may be,

     from time to time under the Plan and from which bonus payments to such

     Participant are debited.





4.4  "Bank Balance" means, with respect to each Participant, a bookkeeping

     record of the net balance of the amounts credited to and debited against

     such Participant's Bonus Bank.  A Participant's Bank Balance shall

     initially be equal to zero.





4.5  Payout Rule:  If the Bank Balance entering the Plan Year is zero or

     positive, then



   1)  Pay any positive bonus earned up to the "Target Bonus Value",

   2)  Add any unpaid portion of the bonus earned (including negative bonuses)

     to the Bonus

        Bank,

   3)  Pay out 1/3 of any Positive Bank Balance

   4)  Carry the remaining Bank Balance forward to the next year.



If the Bank Balance entering the Plan Year is negative, then



   1)  Pay 1/3 of the positive bonus earned up to the "Target Bonus Value",

   2)  Add any unpaid portion of the bonus earned (including negative bonuses)

     to the Bonus Bank,

   3)  Pay out 1/3 of any Positive Bank Balance,

   4)  Carry the remaining Bank Balance forward to the next year.





4.6  A Participant may elect to withdraw, in cash, all or a portion of the Bank

     Balance.  The amount available for such withdrawal is the lesser of the

     ending Bank Balance of the applicable year or the Bank Balance at the end

     of the third prior year.





                                   ARTICLE V



                 Plan Participation, Transfers and Terminations



5.1  Participant Group. The Committee will have sole discretion in determining

     who shall participate in the EVA Bonus Plan. Employees designated for Plan

     participation by the Committee shall be management or highly compensated

     employees.  In order for a Participant to receive or be credited with his

     or her Actual Bonus Value for a Plan Year, the Participant must have (I)

     remained employed by the Company or an affiliate through the last day of

     such Plan Year,(ii) terminated employment with the Company during the Plan

     Year at or after age fifty-five, for any reason, (iii) suffered a

     disability within the meaning of Section 5.3 during the Plan Year, or (iv)

     died during the Plan Year. In all other cases of termination of employment

     prior to the last day of the Plan Year,a Participant shall not be entitled

     to any Actual Bonus Value for such Plan Year.





5.2  Transfers.  A Participant who transfers his employment from one

     Participating Unit of the Company to another shall retain his Bonus Bank

     and will be eligible to receive future EVA Plan Awards in accordance with

     the provisions of the EVA Plan.  Any positive Bonus Bank balance would

     payout in full as soon as is practical.





5.3  Retirement or Disability. A Participant who terminates employment with the

     Company, at or after age fifty-five, for any reason ("retirement"), or

     suffers a "disability," as such term is defined in the Company's long-term

     disability benefits program, while in the Company's employ shall be

     eligible to receive the balance of their Bonus Bank.  In the case of

     retirement, the Participant will receive their balance over three years

     subject to reduction if the Actual Bonus Value is negative in any of the

     three years subsequent to the year of retirement.  In the case of

     disability while in the Company's employ, the Participant will receive

     their balance as soon as practical after qualifying for benefit payments

     under the Company's long-term disability benefits program.




5.4  Involuntary Termination Without Cause or Death.  A Participant who is

     Terminated without cause or who dies shall receive any positive Bonus Bank

     balance.  Such payments will be made as soon as is practical.





5.5  Voluntary Termination.  In the event that a Participant voluntarily

     terminates employment with the Company, the right of the Participant to

     their Bonus Bank shall be forfeited unless a different determination is

     made by the Committee.





5.6  Involuntary Termination for Cause.  In the event of termination of

     employment for cause, the right of the Participant to the Bonus Bank shall

     be determined by the Committee.



   "Cause" shall mean:



   (i) any act or acts of the Participant constituting a felony under the laws

         of the United States, any state thereof or any foreign jurisdiction;

   (ii)any material breach by the Participant of any employment agreement with

         the Company or the policies of the Company or the willful and

         persistent (after written notice to the Participant) failure or

         refusal of the Participant to comply with any lawful directives of the

          Board;

   (iii) a course of conduct amounting 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.



5.7 Breach of Agreement.  Notwithstanding any other provision of the Plan or

    any other agreement, in the event that a Participant shall breach any non-

    competition agreement with the Company or breach any agreement with respect

     to the post-employment conduct of such Participant, the Bonus Bank held by

     such Participant shall be forfeited.



5.8  No Guarantee.  Participation in the Plan provides no guarantee that a

     payment under the Plan will be paid.  Selection as a Participant is no

     guarantee that payments under the plan will be paid or that selection as a

     Participant will be made in the subsequent Calendar Year.



                                    ARTICLE VI



                             General Provisions.





6.1  Withholding of Taxes.  The Company shall have the right to withhold the

     amount of taxes,which in the determination of the Company, are required to

     be withheld under law with respect to any amount due or paid under the

     Plan.



6.2  Expenses.  All expenses and costs in connection with the adoption and

     administration of the plan shall be borne by the Company.



6.3  No prior Right or Offer.  Except and until expressly granted pursuant to

     the Plan, nothing in the Plan shall be deemed to give any employee any

     contractual or other right to participate in the benefits of the Plan.



6.4  Claims for Benefits.  In the event a Participant (a "claimant") desires to

     make a claim with respect to any of the benefits provided hereunder, the

     claimant shall submit evidence satisfactory to the Committee of facts

     establishing his entitlement to a payment under the Plan.  Any claim with

     respect to any of the benefits provided under the Plan shall be made in

     writing within ninety (90) days of the event which the claimant asserts

     entitles him to benefits.  Failure by the claimant to submit his claim

     within such ninety (90) day period shall bar the claimant from any claim

     for benefits under the Plan.





6.5  In the event that a claim which is made by a claimant is wholly or

     partially denied, the claimant will receive from the Committee a written

     explanation of the reason for denial and the claimant or his duly

     authorized representative may appeal the denial of the claim to the

     Committee at any time within ninety (90) days after the receipt by the

     claimant of written notice from the Committee of the denial of the claim.

    In connection therewith, the claimant or his duly authorized representative

     may request a review of the denied claim; may review pertinent documents;

     and may submit issues and comments in writing.  Upon receipt of an appeal,

     the Committee shall make a decision with respect to the appeal and, not

     later than sixty (60) days after receipt of a request for review, shall

     furnish the claimant with a decision on review in writing, including the

     specific reasons for the decision written in a manner calculated to be

     understood by the claimant, as well as specific reference to the pertinent

     provisions of the Plan upon which the decision is based.  In reaching its

     decision, the Committee shall have complete discretionary authority to

    determine all questions arising in the interpretation and administration of

     the Plan, and to construe the terms of the Plan, including any doubtful or

     disputed terms and the eligibility of a Participant for benefits.



6.6  Action Taken in Good Faith; Indemnification.  The Committee may employ

     attorneys, consultants, accountants or other persons and the Company's

     directors and officers shall be entitled to rely upon the advice, opinions

     or valuations of any such persons.  All actions taken and all

     interpretations and determinations made by the Committee in good faith

     shall be final and binding upon all employees who have received awards,the

     Company and all other interested parties.  No member of the Committee, nor

     any officer, director, employee or representative of the Company,or any of

     its affiliates acting on behalf of or in conjunction with the Committee,

     shall be personally liable for any action, determination, or inter-

     pretation, whether of commission or omission,taken or made with respect to

     the Plan, except in circumstances involving actual bad faith or willful

     misconduct.  In addition to such other rights of indemnification as they

     may have as members of the Board, as members of the Committee or as

     officers or employees of the Company, all members of the Committee and any

     officer, employee or representative of the Company or any of its

     subsidiaries acting on their behalf shall be fully indemnified and

     protected by the Company with respect to any such action, determination or

     interpretation against the reasonable expenses, including attorneys' fees

     actually and necessarily incurred, in connection with the defense of any

     civil or criminal action, suit or proceeding, or in connection with any

     appeal therein, to which they or any of them may be a party by reason of

     any action taken or failure to act under or in connection with the Plan or

     an award granted thereunder, and against all amounts paid by them in

     settlement thereof (provided such settlement is approved by independent

     legal counsel selected by Company ) or paid by them in satisfaction of a

     judgment in any action, suit or proceeding, except in relation to matters

     as to which it shall be adjudged in such action, suit or proceeding that

    such person claiming indemnification shall in writing offer the Company the

     opportunity, at its own expense, to handle and defend the same.  Expenses

     (including attorneys' fees) incurred in defending a civil or criminal

     action, suit or proceeding shall be paid by the Company in advance of the

     final disposition of such action, suit or proceeding if such person

     claiming indemnification is entitled to be indemnified as provided in this

     Section.



6.7  Rights Personal to Employee.  Any rights provided to an employee under the

     Plan shall be personal to such employee, shall not be transferable (except

     by will or pursuant to the laws of descent or distribution), and shall be

     exercisable, during his lifetime, only by such employee.





6.8  Upon termination of the Plan or suspension for a period of more than 90

     days, the Bank Balance of each Participant shall be distributed as soon as

     practicable but in no event later than 90 days from such event.  The

     Committee, in its sole discretion, may accelerate distribution of the Bank

     Balance, in whole or in part, at any time without penalty.





6.9  Non-Allocation of Award.  In the event of a suspension of the Plan in any

     Plan Year, as provided herein at Article VIII, Section 8,the Current Bonus

     for the subject Plan year shall be deemed forfeited and no portion thereof

     shall be allocated to Participants.  Any such forfeiture shall not affect

     the calculation of EVA in any subsequent year.




                                 ARTICLE VII



                                 Limitations





7.1  No Continued Employment.  Nothing contained herein shall provide any

     employee with any right to continued employment or in any way abridge the

     rights of the Company and its Participating Units to determine the terms

     and conditions of employment and whether to terminate employment of any

     employee.





7.2  No Vested Rights.  Except as otherwise provided herein, no employee or

     other person shall have any claim of right (legal, equitable, or

     otherwise)to any award, allocation, or distribution or any right,title,or

    vested interest in any amounts in his Bonus Bank and no officer or employee

     of the Company or any Participating Group or any other person shall have

     any authority to make representations or agreements to the contrary.  No

     interest conferred herein to a Participant shall be assignable or subject

     to claim by a Participant's creditors.  The right of the Participant to

     receive a distribution hereunder shall be an unsecured claim against the

     general assets of the Company and the Participant shall have no rights in

     or against any specific assets of the Company as the result of

     participation hereunder.





7.3  Not Part of Other Benefits.  The benefits provided in this plan shall not

     be deemed a part of any other benefit provided by the Company to its

     employees.  The Company assumes no obligation to plan Participants except

     as specified herein.  This is a complete statement, along with the

     Schedules and Appendices attached hereto, of the terms and conditions of

     the plan.





7.4  Other Plans.  Nothing contained herein shall limit the Company or the

     Compensation Committee's power to grant bonuses to employees of the

     Company, whether or not Participants in this plan.





7.5  Limitations.  Neither the establishment of the plan or the grant of an

     award hereunder shall be deemed to constitute an express or implied

     contract of employment for any period of time or in any way abridge the

     rights of the Company to determine the terms and conditions of employment

    or to terminate the employment of any employee with or without cause at any

     time.





7.6  Unfunded Plan.  This Plan is unfunded and is maintained by the Company in

     part to provide deferred compensation to a select group of management and

     highly compensated employees.  Nothing herein shall create or be construed

     to create a trust of any kind, or a fiduciary relationship between the

     Company and any Participant.



                                  ARTICLE VIII



                                   Authority




8.1  Compensation Committee Authority.  Except as otherwise expressly provided

     herein, full power and authority to interpret and administer this plan

     shall be vested in the Compensation Committee.  The Compensation Committee

     may from time to time make such decisions and adopt such rules and

     regulations for implementing the Plan as it deems appropriate for any

     Participant under the Plan.  Any decision taken by the Compensation

     Committee arising out of or in connection with the construction, ad-

     ministration, interpretation and effect of the Plan shall be final,

     conclusive and binding upon all Participants and any person claiming under

     or through them.





8.2  Board of Directors Authority.  The Board shall be ultimately responsible

     for administration of the plan.  References made herein to the

     "Compensation Committee" assume that the Board of Directors has created a

     Compensation Committee to administer the Plan. In the event a Compensation

     Committee is not so designated, the Board shall administer the Plan.  The

     Board or its Compensation Committee, as appropriate, shall work with the

     CEO of the Company in all aspects of the administration of the Plan.





                                   ARTICLE IX



                                     Notice




9.1  Any notice to be given pursuant to the provisions of the Plan shall be in

     writing and directed to the appropriate recipient thereof at his business

     address or office location.





                                   ARTICLE X



                                 Effective Date



10.1 This Plan shall be effective as of  July 4, 1993.





                                  ARTICLE XI



                                  Amendments





11.1 This Plan may be amended, suspended or terminated at any time at the sole

     discretion of the Board upon the recommendation of the Compensation

     Committee.  Provided, however, that no such change in the Plan shall be

     effective to eliminate or diminish the distribution of any Award that has

     been allocated to the Bank of a Participant prior to the date of such

     amendment, suspension or termination.  Notice of any such amendment,

     suspension or termination shall be given promptly to each Participant.





                                  ARTICLE XII



                                 Applicable Law



12.1 This Plan shall be construed in accordance with the provisions of the laws

     of the State of Wisconsin.





                                   Exhibit A





                       Calculation of the Cost of Capital





Inputs Variables:
- -----------------



Risk Free Rate = Average Daily closing yield on U.S. Government 30 Yr. Bonds

     (for the month of December preceding the Plan Year).



Market Risk Premium = 5.0% (Fixed)



Beta =  One (Fixed)



Debt/Capital Ratio = 40% (Fixed)



b = Cost of Debt Capital (Projected & Weighted Average Yield on the Company's

     Long Term Debt Obligations).



Marginal Tax Rate = 39.0% (Historical Average).  However, for exceptions see

     2.4(C)




Calculations:
- -------------



y = Cost of Equity Capital

   = Risk Free Rate + (Beta x Market Risk Premium)



Weighted Average Cost of Capital = [Cost of Equity Capital x (1 - Debt/Capital

     Ratio)] + [Cost of Debt x (Debt/Capital Ratio) x (1 - Marginal Tax Rate)]



c* = [y x (1 - Debt/Capital)] + [b x (Debt/Capital) x (1 - Marginal Tax Rate)]

















                                   Exhibit B







           Participant                      Target Bonus

         Classification                      Percentage



                  I                              60%

                 II                              50%

                III                              40%

                IV                               35%

                 V                               30%

                VI                               25%

               VII                               20%

              VIII                               15%

                IX                               10%

                  X                               5%

                 XI                               2%








Exhibit C





Participation Groups            Expected Improvement in EVA    Leverage Factor



MANITOWOC ICE - MII                         500,000                2,000,000

KOLPAK                                      350,000                1,000,000

MCCALL                                      450,000                  500,000

KOLPAK MANUFACTURING                        100,000                  500,000

FOODSERVICE GROUP (1)                     1,500,000                4,000,000

SERVEND                                     250,000                  750,000

FOODSERVICE GROUP (2)                       750,000                2,250,000

JOINT VENTURE (CHINA)                       100,000                  300,000

FOODSERVICE SEGMENT                       1,000,000                3,500,000

MANITOWOC CRANES - MCC                    1,000,000                3,000,000

RE-MANUFACTURING - MRI                       50,000                  150,000

FEMCO                                       200,000                  600,000

NORTH CENTRAL CRANE - NCC                    40,000                  120,000

MTW EUROPE LTD ($)-MEL                       75,000                  225,000

MTW EUROPE LTD (POUNDS)                      50,000                  150,000

MCC GROUP (3)                             1,500,000                4,000,000

CRAWLER CRANE GROUP (4)                   1,100,000                3,400,000

AFTERMARKET GROUP (5)                     1,200,000                3,600,000

MANITEX - MIT                               500,000                1,000,000

WEST MANITOWOC                              200,000                  350,000

MARINE                                      150,000                  750,000

CORPORATE                                 1,000,000                7,000,000



(1)      Includes MII, Kolpak, McCall, & Kolpak Manufacturing

(2)      Includes MII and SerVend

(3)      Includes MCC, Femco, Re-Man, NCC, and MEL

(4)      Includes MCC, Re-Man, NCC, and MEL

(5)      Includes MCC and Femco



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