<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>powerofattorney.txt
<DESCRIPTION>POWER OF ATTORNEY LETTER
<TEXT>
POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and
appoints each of Maurice D. Jones, Thomas G. Musial, and Carl J. Laurino,
signing singly, as the undersigned's true and lawful attorney-in-fact to:

(1) executed for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of The Manitowoc Company, Inc.
(the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4 or 5
and timely file such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the fore-
going which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve
in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the under-
signed might or could do if personally present, with full power of substit-
tution or revocation,, hereby ratifying and confirming all that each such
attorney-in-fact, or each such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this Power of Attorney
and the rights and powers herein granted.  The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming,
any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the under-
signed is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed this 2nd day of November, 2004.

Terry D. Growcock

</TEXT>
</DOCUMENT>
