Registration No. 333-       
                                                                           

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                           ___________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                               __________________

                           THE MANITOWOC COMPANY, INC.
             (Exact name of registrant as specified in its charter)

          Wisconsin                                       39-0448110
    (State or other jurisdiction                       (I.R.S. Employer of
   incorporation or organization)                      Identification No.)

        500 South 16th Street
         Manitowoc, Wisconsin                           54220
(Address of principal executive offices)              (Zip Code)


              The Manitowoc Company, Inc. RSVP Profit Sharing Plan
                            (Full title of the plan)

            Robert R. Friedl                            Copy to:
          Vice President and 
             Chief Financial Officer                Harvey A. Kurtz
      The Manitowoc Company, Inc.                   Foley & Lardner
             500 South 16th Street             777 East Wisconsin Avenue
       Manitowoc, Wisconsin 54220              Milwaukee, Wisconsin 53202
             (414) 684-4410
  (Name, address and telephone number,
including area code, of agent for service)
                           __________________________

                         CALCULATION OF REGISTRATION FEE


                                     Proposed     Proposed
                                     Maximum      Maximum
        Title of         Amount      Offering    Aggregate     Amount of
    Securities to be     to be        Price      Offering    Registration
       Registered      Registered   Per Share      Price          Fee

    Common Stock,        150,000
     $.01 par value      shares      $31.50(1)   $4,725,000(1)   $1,630

    Common Stock         150,000
    Purchase Rights      rights        (2)          (2)           (2)



   (1)      Estimated pursuant to Rule 457(c) under the Securities Act of
            1933 solely for the purpose of calculating the registration fee
            based on the average of the high and low prices for The Manitowoc
            Company, Inc. Common Stock as reported on the New York Stock
            Exchange on September 6, 1996.
   (2)      The value attributable to the Common Stock Purchase Rights is
            reflected in the market price of the Common Stock to which the
            Rights are attached.
                        _________________________________

            In addition, pursuant to Rule 416(c) under the Securities Act of
   1933, this Registration Statement also covers an indeterminate amount of
   interests to be offered or sold pursuant to the employee benefit plan
   described herein.

   <PAGE>

                                     PART I 

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

             The document or documents containing the information specified
   in Part I are not required to be filed with the Securities and Exchange
   Commission (the "Commission") as part of this Form S-8 Registration
   Statement. 

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.   Incorporation of Documents by Reference.

             The following documents have been previously filed by The
   Manitowoc Company, Inc. (the "Company") or The Manitowoc Company, Inc.
   RSVP Profit Sharing Plan (the "Plan") with the Commission and are
   incorporated herein by reference:

             1.  The Company's Annual Report on Form 10-K for the year ended
   December 31, 1995, which includes certified financial statements as of and
   for the year ended December 31, 1995.

             2.   The Plan's Annual Report on Form 11-K for the year ended
   December 31, 1995.

             3.  All other reports filed by the Company or the Plan pursuant
   to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
   amended (the "Exchange Act"), since December 31, 1995.

             4.  The description of the Company's Common Stock contained in
   Item 1 of the Company's Registration Statement on Form 8-A, and any
   amendment or report filed for the purpose of updating such description.

             5.  The description of the Company's Common Stock Purchase
   Rights contained in Item 1 of the Company's Registration Statement on Form
   8-A, and any amendment or report filed for the purpose of updating such
   description.

             All documents subsequently filed by the Company or the Plan
   pursuant to Sections 13(a), 13(c), 14 or 15(d) of the  Exchange Act after
   the date of filing of this Registration Statement and prior to such time
   as the Company files a post-effective amendment to this Registration
   Statement which indicates that all securities offered hereby have been
   sold or which deregisters all securities then remaining unsold shall be
   deemed to be incorporated by reference in this Registration Statement and
   to be a part hereof from the date of filing of such documents.

   Item 4.   Description of Securities.

             Not applicable.

   Item 5.   Interests of Named Experts and Counsel.

             Not applicable.

   Item 6.   Indemnification of Directors and Officers.

             Pursuant to the Wisconsin Business Corporation Law and the
   Company's By-laws, directors and officers of the Company are entitled to
   mandatory indemnification from the Company against certain liabilities and
   expenses (i) to the extent such officers or directors are successful in
   the defense of a proceeding and (ii) in proceedings in which the director
   or officer is not successful in defense thereof, unless it is determined
   that the director or officer breached or failed to perform his duties to
   the Company and such breach or failure constituted:  (a) a willful failure
   to deal fairly with the Company or its shareholders in connection with a
   matter in which the director or officer had a material conflict of
   interest; (b) a violation of the criminal law unless the director or
   officer had reasonable cause to believe his or her conduct was lawful or
   had no reasonable cause to believe his or her conduct was unlawful; (c) a
   transaction from which the director or officer derived an improper
   personal profit; or (d) willful misconduct.  It should be noted that the
   Wisconsin Business Corporation Law specifically states that it is the
   public policy of Wisconsin to require or permit indemnification in
   connection with a proceeding involving securities regulation, as described
   therein, to the extent required or permitted as described above. 
   Additionally, under the Wisconsin Business Corporation Law, directors of
   the Company are not subject to personal liability to the Company, its
   shareholders or any person asserting rights on behalf thereof for certain
   breaches or failures to perform any duty resulting solely from their
   status as directors except in circumstances paralleling those in
   subparagraphs (a) through (d) outlined above.

             Expenses for the defense of any action for which indemnification
   may be available may be advanced by the Company under certain
   circumstances.

             The indemnification provided by the Wisconsin Business
   Corporation Law and the Company's By-laws is not exclusive of any other
   rights to which a director or officer may be entitled.

             The Company maintains a liability insurance policy for its
   directors and officers as permitted by Wisconsin law which may extend to,
   among other things, liability arising under the Securities Act of 1933, as
   amended.

             The Company has entered into Indemnity Agreements with each of
   the members of the Company's Board of Directors and each executive officer
   of the Company.  Pursuant to such Indemnity Agreements, the Company is
   required to indemnify each such person to the fullest extent permitted or
   required by the Wisconsin Business Corporation Law against any liability
   incurred by such person in any proceeding in which such person is a party
   because he is a director or executive officer of the Company.

   Item 7.   Exemption from Registration Claimed.

             Not Applicable.

   Item 8.   Exhibits.

             The following exhibits have been filed (except where otherwise
   indicated) as part of this Registration Statement:

    Exhibit No.        Exhibit

       (4.1)      The Manitowoc Company, Inc. RSVP Profit Sharing
                  Plan, as amended

       (4.2)      The Manitowoc Company Employees' Profit Sharing
                  Trust (incorporated by reference to Exhibit 4.2 to
                  the Company's Registration Statement on Form S-8
                  filed June 23, 1992 (Registration No. 33-48665))

       (4.3)      Rights Agreement, dated as of September 5, 1986, as
                  amended as of August 12, 1988, between The
                  Manitowoc Company, Inc. and Morgan Shareholder
                  Services Trust Company (incorporated by reference
                  to Exhibit 4 to The Manitowoc Company, Inc.'s
                  Annual Report on Form 10-K for the fiscal year
                  ended June 28, 1986, and The Manitowoc Company,
                  Inc.'s Current Report on Form 8-K dated August 26,
                  1988)

        (5)       Opinion of Foley & Lardner

       (23.1)     Consents of Coopers & Lybrand L.L.P.

       (23.2)     Consent of Arthur Andersen LLP

       (23.3)     Consent of Foley & Lardner (contained in Exhibit 5
                  hereto)

        (24)      Power of Attorney relating to subsequent amendments
                  (included on the signature page to this
                  Registration Statement)

             The undersigned Registrant has submitted the Plan and any
   amendment thereto to the Internal Revenue Service ("IRS") in a timely
   manner and has made all changes required by the IRS in order to qualify
   the Plan under Section 401 of the Internal Revenue Code of 1986, as
   amended.

   Item 9.   Undertakings.

             (a)  The undersigned Registrant hereby undertakes:

             (1)  To file, during any period in which offers or sales are
   being made, a post-effective amendment to this Registration Statement to
   include any material information with respect to the plan of distribution
   not previously disclosed in the Registration Statement or any material
   change to such information in the Registration Statement.

             (2)  That, for the purpose of determining any liability under
   the Securities Act of 1933, each such post-effective amendment shall be
   deemed to be a new registration statement relating to the securities
   offered herein, and the offering of such securities at that time shall be
   deemed to be the initial bona fide offering thereof.

             (3)  To remove from registration by means of a post-effective
   amendment any of the securities being registered which remain unsold at
   the termination of the offering.

             (b)  The undersigned Registrant hereby undertakes that, for
   purposes of determining any liability under the Securities Act of 1933,
   each filing of the Registrant's annual report pursuant to Section 13(a) or
   Section 15(d) of the Securities Exchange Act of 1934 (and, where
   applicable, each filing of an employee benefit plan's annual report
   pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
   incorporated by reference in this Registration Statement shall be deemed
   to be a new registration statement relating to the securities offered
   herein, and the offering of such securities at that time shall be deemed
   to be the initial bona fide offering thereof.

             (c)  Insofar as indemnification for liabilities arising under
   the Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the Registrant pursuant to the foregoing
   provisions, or otherwise, the Registrant has been advised that in the
   opinion of the Securities and Exchange Commission such indemnification is
   against public policy as expressed in the Act and is, therefore,
   unenforceable.  In the event that a claim for indemnification against such
   liabilities (other than the payment by the Registrant of expenses incurred
   or paid by a director, officer or controlling person of the Registrant in
   the successful defense of any action, suit or proceeding) is asserted by
   such director, officer or controlling person in connection with the
   securities being registered, the Registrant will, unless in the opinion of
   its counsel the matter has been settled by controlling precedent, submit
   to a court of appropriate jurisdiction the question whether such
   indemnification by it is against public policy as expressed in the Act and
   will be governed by the final adjudication of such issue.

   <PAGE>

                                   SIGNATURES

             The Registrant.  Pursuant to the requirements of the Securities
   Act of 1933, the Registrant certifies that it has reasonable grounds to
   believe that it meets all of the requirements for filing on Form S-8 and
   has duly caused this Registration Statement to be signed on its behalf by
   the undersigned, thereunto duly authorized, in the City of Manitowoc, and
   State of Wisconsin, on this 9th day of September, 1996.

                                      THE MANITOWOC COMPANY, INC.



                                      By:   /s/ Fred M. Butler               
                                           Fred M. Butler
                                           President and Chief Executive
                                           Officer


                                POWER OF ATTORNEY

             Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed below by the following persons in
   the capacities and on the dates indicated.  Each person whose signature
   appears below constitutes and appoints Fred M. Butler and Robert R.
   Friedl, and each of them individually, his true and lawful attorney-in-
   fact and agent, with full power of substitution and revocation, for him
   and in his name, place and stead, in any and all capacities, to sign any
   and all amendments (including post-effective amendments) to this
   Registration Statement and to file the same, with all exhibits thereto,
   and other documents in connection therewith, with the Securities and
   Exchange Commission, granting unto said attorneys-in-fact and agents, and
   each of them, full power and authority to do and perform each and every
   act and thing requisite and necessary to be done in connection therewith,
   as fully to all intents and purposes as he might or could do in person,
   hereby ratifying and confirming all that said attorneys-in-fact and
   agents, or either of them, may lawfully do or cause to be done by virtue
   hereof.


            Signature                    Title                   Date



     /s/ Fred M. Butler       Chief Executive Officer      September 9, 1996
    Fred M. Butler            and Director (Principal
                              Executive Officer)


     /s/ Robert R. Friedl     Vice President and Chief     September 9, 1996
    Robert R. Friedl          Financial Officer (Chief
                              Financial Officer and
                              Principal Accounting
                              Officer)



     /s/ Dean H. Anderson     Director                     September 9, 1996
    Dean H. Anderson



     /s/ James P. McCann      Director                     September 9, 1996
    James P. McCann


     /s/ George T. McCoy      Director                     September 9, 1996
    George T. McCoy



     /s/ Guido R. Rahr, Jr.   Director                     September 9, 1996
    Guido R. Rahr, Jr.


     /s/ Gilbert F. Rankin,   Director                     September 9, 1996
       Jr.
    Gilbert F. Rankin, Jr.



                              Director
    Robert K. Silva



     /s/ Robert S. Throop     Director                     September 9, 1996
    Robert S. Throop


             The Plan.  Pursuant to the requirements of the Securities Act of
   1933, the Administrative Committee, which administers the Plan, has duly
   caused this Registration Statement to be signed on its behalf by the
   undersigned, thereunto duly authorized, in the City of Manitowoc, and
   State of Wisconsin, on this 9th day of September, 1996.

                                      THE MANITOWOC COMPANY, INC.
                                         RSVP PROFIT SHARING PLAN



                                       /s/ Fred M. Butler                    
                                      Fred M. Butler



                                       /s/ Robert R. Friedl                  
                                      Robert R. Friedl



                                       /s/ Philip D. Keener                  
                                      Philip D. Keener



                                                                             
                                      Robert K. Silva

                                      The foregoing persons are all of the
                                      members of the Plan's Administrative
                                      Committee which is the administrator of
                                      the Plan.


   <PAGE>
                                  EXHIBIT INDEX

              THE MANITOWOC COMPANY, INC. RSVP PROFIT SHARING PLAN



     Exhibit No.                       Exhibit

        (4.1)      The Manitowoc Company, Inc. RSVP Profit Sharing
                   Plan, as amended

        (4.2)      The Manitowoc Company Employees' Profit-
                   Sharing Trust (incorporated by reference to
                   Exhibit 4.2 to the Company's Registration
                   Statement on Form S-8 filed June 23, 1992
                   (Registration No. 33-48665)) 

        (4.3)      Rights Agreement dated as of September 5, 1986,
                   as amended as of August 12, 1988, between The
                   Manitowoc Company, Inc. and Morgan Shareholder
                   Services Trust Company  (incorporated by
                   reference to Exhibit 4 to The Manitowoc
                   Company, Inc.'s Annual Report on Form 10-K for
                   the fiscal year ended June 28, 1986, and The
                   Manitowoc Company, Inc.'s Current Report on
                   Form 8-K dated August 26, 1988)

         (5)       Opinion of Foley & Lardner

       (23.1)      Consents of Coopers & Lybrand L.L.P.

       (23.2)      Consent of Arthur Andersen LLP

       (23.3)      Consent of Foley & Lardner (contained in
                   Exhibit 5 hereto)

        (24)       Power of Attorney relating to subsequent
                   amendments (included on the signature page to
                   this Registration Statement)
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{"company-data": {"conformed-name": "MANITOWOC CO INC", "cik": "0000061986", "assigned-sic": "3531", "irs-number": "390448110", "state-of-incorporation": "WI", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11731", "film-number": "96628395"}, "business-address": {"street1": "500 S 16TH ST", "street2": "STE B", "city": "MANITOWOC", "state": "WI", "zip": "54221", "phone": "4146846621"}}
Registration No. 333-       
                                                                           

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                           ___________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                               __________________

                           THE MANITOWOC COMPANY, INC.
             (Exact name of registrant as specified in its charter)

          Wisconsin                                       39-0448110
    (State or other jurisdiction                       (I.R.S. Employer of
   incorporation or organization)                      Identification No.)

        500 South 16th Street
         Manitowoc, Wisconsin                           54220
(Address of principal executive offices)              (Zip Code)

              The Manitowoc Company, Inc. RSVP Profit Sharing Plan
                            (Full title of the plan)

            Robert R. Friedl                            Copy to:
          Vice President and 
             Chief Financial Officer                Harvey A. Kurtz
      The Manitowoc Company, Inc.                   Foley & Lardner
             500 South 16th Street             777 East Wisconsin Avenue
       Manitowoc, Wisconsin 54220              Milwaukee, Wisconsin 53202
             (414) 684-4410
  (Name, address and telephone number,
including area code, of agent for service)
                           __________________________

                         CALCULATION OF REGISTRATION FEE

                                     Proposed     Proposed
                                     Maximum      Maximum
        Title of         Amount      Offering    Aggregate     Amount of
    Securities to be     to be        Price      Offering    Registration
       Registered      Registered   Per Share      Price          Fee

    Common Stock,        150,000
     $.01 par value      shares      $31.50(1)   $4,725,000(1)   $1,630

    Common Stock         150,000
    Purchase Rights      rights        (2)          (2)           (2)

   (1)      Estimated pursuant to Rule 457(c) under the Securities Act of
            1933 solely for the purpose of calculating the registration fee
            based on the average of the high and low prices for The Manitowoc
            Company, Inc. Common Stock as reported on the New York Stock
            Exchange on September 6, 1996.
   (2)      The value attributable to the Common Stock Purchase Rights is
            reflected in the market price of the Common Stock to which the
            Rights are attached.
                        _________________________________

            In addition, pursuant to Rule 416(c) under the Securities Act of
   1933, this Registration Statement also covers an indeterminate amount of
   interests to be offered or sold pursuant to the employee benefit plan
   described herein.
PART I 

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

             The document or documents containing the information specified
   in Part I are not required to be filed with the Securities and Exchange
   Commission (the "Commission") as part of this Form S-8 Registration
   Statement. 

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.   Incorporation of Documents by Reference.

             The following documents have been previously filed by The
   Manitowoc Company, Inc. (the "Company") or The Manitowoc Company, Inc.
   RSVP Profit Sharing Plan (the "Plan") with the Commission and are
   incorporated herein by reference:

             1.  The Company's Annual Report on Form 10-K for the year ended
   December 31, 1995, which includes certified financial statements as of and
   for the year ended December 31, 1995.

             2.   The Plan's Annual Report on Form 11-K for the year ended
   December 31, 1995.

             3.  All other reports filed by the Company or the Plan pursuant
   to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
   amended (the "Exchange Act"), since December 31, 1995.

             4.  The description of the Company's Common Stock contained in
   Item 1 of the Company's Registration Statement on Form 8-A, and any
   amendment or report filed for the purpose of updating such description.

             5.  The description of the Company's Common Stock Purchase
   Rights contained in Item 1 of the Company's Registration Statement on Form
   8-A, and any amendment or report filed for the purpose of updating such
   description.

             All documents subsequently filed by the Company or the Plan
   pursuant to Sections 13(a), 13(c), 14 or 15(d) of the  Exchange Act after
   the date of filing of this Registration Statement and prior to such time
   as the Company files a post-effective amendment to this Registration
   Statement which indicates that all securities offered hereby have been
   sold or which deregisters all securities then remaining unsold shall be
   deemed to be incorporated by reference in this Registration Statement and
   to be a part hereof from the date of filing of such documents.

   Item 4.   Description of Securities.

             Not applicable.

   Item 5.   Interests of Named Experts and Counsel.

             Not applicable.

   Item 6.   Indemnification of Directors and Officers.

             Pursuant to the Wisconsin Business Corporation Law and the
   Company's By-laws, directors and officers of the Company are entitled to
   mandatory indemnification from the Company against certain liabilities and
   expenses (i) to the extent such officers or directors are successful in
   the defense of a proceeding and (ii) in proceedings in which the director
   or officer is not successful in defense thereof, unless it is determined
   that the director or officer breached or failed to perform his duties to
   the Company and such breach or failure constituted:  (a) a willful failure
   to deal fairly with the Company or its shareholders in connection with a
   matter in which the director or officer had a material conflict of
   interest; (b) a violation of the criminal law unless the director or
   officer had reasonable cause to believe his or her conduct was lawful or
   had no reasonable cause to believe his or her conduct was unlawful; (c) a
   transaction from which the director or officer derived an improper
   personal profit; or (d) willful misconduct.  It should be noted that the
   Wisconsin Business Corporation Law specifically states that it is the
   public policy of Wisconsin to require or permit indemnification in
   connection with a proceeding involving securities regulation, as described
   therein, to the extent required or permitted as described above. 
   Additionally, under the Wisconsin Business Corporation Law, directors of
   the Company are not subject to personal liability to the Company, its
   shareholders or any person asserting rights on behalf thereof for certain
   breaches or failures to perform any duty resulting solely from their
   status as directors except in circumstances paralleling those in
   subparagraphs (a) through (d) outlined above.

             Expenses for the defense of any action for which indemnification
   may be available may be advanced by the Company under certain
   circumstances.

             The indemnification provided by the Wisconsin Business
   Corporation Law and the Company's By-laws is not exclusive of any other
   rights to which a director or officer may be entitled.

             The Company maintains a liability insurance policy for its
   directors and officers as permitted by Wisconsin law which may extend to,
   among other things, liability arising under the Securities Act of 1933, as
   amended.

             The Company has entered into Indemnity Agreements with each of
   the members of the Company's Board of Directors and each executive officer
   of the Company.  Pursuant to such Indemnity Agreements, the Company is
   required to indemnify each such person to the fullest extent permitted or
   required by the Wisconsin Business Corporation Law against any liability
   incurred by such person in any proceeding in which such person is a party
   because he is a director or executive officer of the Company.

   Item 7.   Exemption from Registration Claimed.

             Not Applicable.

   Item 8.   Exhibits.

             The following exhibits have been filed (except where otherwise
   indicated) as part of this Registration Statement:

    Exhibit No.        Exhibit

       (4.1)      The Manitowoc Company, Inc. RSVP Profit Sharing
                  Plan, as amended

       (4.2)      The Manitowoc Company Employees' Profit Sharing
                  Trust (incorporated by reference to Exhibit 4.2 to
                  the Company's Registration Statement on Form S-8
                  filed June 23, 1992 (Registration No. 33-48665))

       (4.3)      Rights Agreement, dated as of September 5, 1986, as
                  amended as of August 12, 1988, between The
                  Manitowoc Company, Inc. and Morgan Shareholder
                  Services Trust Company (incorporated by reference
                  to Exhibit 4 to The Manitowoc Company, Inc.'s
                  Annual Report on Form 10-K for the fiscal year
                  ended June 28, 1986, and The Manitowoc Company,
                  Inc.'s Current Report on Form 8-K dated August 26,
                  1988)

        (5)       Opinion of Foley & Lardner

       (23.1)     Consents of Coopers & Lybrand L.L.P.

       (23.2)     Consent of Arthur Andersen LLP

       (23.3)     Consent of Foley & Lardner (contained in Exhibit 5
                  hereto)

        (24)      Power of Attorney relating to subsequent amendments
                  (included on the signature page to this
                  Registration Statement)

             The undersigned Registrant has submitted the Plan and any
   amendment thereto to the Internal Revenue Service ("IRS") in a timely
   manner and has made all changes required by the IRS in order to qualify
   the Plan under Section 401 of the Internal Revenue Code of 1986, as
   amended.

   Item 9.   Undertakings.

             (a)  The undersigned Registrant hereby undertakes:

             (1)  To file, during any period in which offers or sales are
   being made, a post-effective amendment to this Registration Statement to
   include any material information with respect to the plan of distribution
   not previously disclosed in the Registration Statement or any material
   change to such information in the Registration Statement.

             (2)  That, for the purpose of determining any liability under
   the Securities Act of 1933, each such post-effective amendment shall be
   deemed to be a new registration statement relating to the securities
   offered herein, and the offering of such securities at that time shall be
   deemed to be the initial bona fide offering thereof.

             (3)  To remove from registration by means of a post-effective
   amendment any of the securities being registered which remain unsold at
   the termination of the offering.

             (b)  The undersigned Registrant hereby undertakes that, for
   purposes of determining any liability under the Securities Act of 1933,
   each filing of the Registrant's annual report pursuant to Section 13(a) or
   Section 15(d) of the Securities Exchange Act of 1934 (and, where
   applicable, each filing of an employee benefit plan's annual report
   pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
   incorporated by reference in this Registration Statement shall be deemed
   to be a new registration statement relating to the securities offered
   herein, and the offering of such securities at that time shall be deemed
   to be the initial bona fide offering thereof.

             (c)  Insofar as indemnification for liabilities arising under
   the Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the Registrant pursuant to the foregoing
   provisions, or otherwise, the Registrant has been advised that in the
   opinion of the Securities and Exchange Commission such indemnification is
   against public policy as expressed in the Act and is, therefore,
   unenforceable.  In the event that a claim for indemnification against such
   liabilities (other than the payment by the Registrant of expenses incurred
   or paid by a director, officer or controlling person of the Registrant in
   the successful defense of any action, suit or proceeding) is asserted by
   such director, officer or controlling person in connection with the
   securities being registered, the Registrant will, unless in the opinion of
   its counsel the matter has been settled by controlling precedent, submit
   to a court of appropriate jurisdiction the question whether such
   indemnification by it is against public policy as expressed in the Act and
   will be governed by the final adjudication of such issue.
SIGNATURES

             The Registrant.  Pursuant to the requirements of the Securities
   Act of 1933, the Registrant certifies that it has reasonable grounds to
   believe that it meets all of the requirements for filing on Form S-8 and
   has duly caused this Registration Statement to be signed on its behalf by
   the undersigned, thereunto duly authorized, in the City of Manitowoc, and
   State of Wisconsin, on this 9th day of September, 1996.

                                      THE MANITOWOC COMPANY, INC.

                                      By:   /s/ Fred M. Butler               
                                           Fred M. Butler
                                           President and Chief Executive
                                           Officer

                                POWER OF ATTORNEY

             Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed below by the following persons in
   the capacities and on the dates indicated.  Each person whose signature
   appears below constitutes and appoints Fred M. Butler and Robert R.
   Friedl, and each of them individually, his true and lawful attorney-in-
   fact and agent, with full power of substitution and revocation, for him
   and in his name, place and stead, in any and all capacities, to sign any
   and all amendments (including post-effective amendments) to this
   Registration Statement and to file the same, with all exhibits thereto,
   and other documents in connection therewith, with the Securities and
   Exchange Commission, granting unto said attorneys-in-fact and agents, and
   each of them, full power and authority to do and perform each and every
   act and thing requisite and necessary to be done in connection therewith,
   as fully to all intents and purposes as he might or could do in person,
   hereby ratifying and confirming all that said attorneys-in-fact and
   agents, or either of them, may lawfully do or cause to be done by virtue
   hereof.

            Signature                    Title                   Date

     /s/ Fred M. Butler       Chief Executive Officer      September 9, 1996
    Fred M. Butler            and Director (Principal
                              Executive Officer)

     /s/ Robert R. Friedl     Vice President and Chief     September 9, 1996
    Robert R. Friedl          Financial Officer (Chief
                              Financial Officer and
                              Principal Accounting
                              Officer)

     /s/ Dean H. Anderson     Director                     September 9, 1996
    Dean H. Anderson

     /s/ James P. McCann      Director                     September 9, 1996
    James P. McCann

     /s/ George T. McCoy      Director                     September 9, 1996
    George T. McCoy

     /s/ Guido R. Rahr, Jr.   Director                     September 9, 1996
    Guido R. Rahr, Jr.

     /s/ Gilbert F. Rankin,   Director                     September 9, 1996
       Jr.
    Gilbert F. Rankin, Jr.

                              Director
    Robert K. Silva

     /s/ Robert S. Throop     Director                     September 9, 1996
    Robert S. Throop

             The Plan.  Pursuant to the requirements of the Securities Act of
   1933, the Administrative Committee, which administers the Plan, has duly
   caused this Registration Statement to be signed on its behalf by the
   undersigned, thereunto duly authorized, in the City of Manitowoc, and
   State of Wisconsin, on this 9th day of September, 1996.

                                      THE MANITOWOC COMPANY, INC.
                                         RSVP PROFIT SHARING PLAN

                                       /s/ Fred M. Butler                    
                                      Fred M. Butler

                                       /s/ Robert R. Friedl                  
                                      Robert R. Friedl

                                       /s/ Philip D. Keener                  
                                      Philip D. Keener

                                                                             
                                      Robert K. Silva

                                      The foregoing persons are all of the
                                      members of the Plan's Administrative
                                      Committee which is the administrator of
                                      the Plan.
EXHIBIT INDEX

              THE MANITOWOC COMPANY, INC. RSVP PROFIT SHARING PLAN

     Exhibit No.                       Exhibit

        (4.1)      The Manitowoc Company, Inc. RSVP Profit Sharing
                   Plan, as amended

        (4.2)      The Manitowoc Company Employees' Profit-
                   Sharing Trust (incorporated by reference to
                   Exhibit 4.2 to the Company's Registration
                   Statement on Form S-8 filed June 23, 1992
                   (Registration No. 33-48665)) 

        (4.3)      Rights Agreement dated as of September 5, 1986,
                   as amended as of August 12, 1988, between The
                   Manitowoc Company, Inc. and Morgan Shareholder
                   Services Trust Company  (incorporated by
                   reference to Exhibit 4 to The Manitowoc
                   Company, Inc.'s Annual Report on Form 10-K for
                   the fiscal year ended June 28, 1986, and The
                   Manitowoc Company, Inc.'s Current Report on
                   Form 8-K dated August 26, 1988)

         (5)       Opinion of Foley & Lardner

       (23.1)      Consents of Coopers & Lybrand L.L.P.

       (23.2)      Consent of Arthur Andersen LLP

       (23.3)      Consent of Foley & Lardner (contained in
                   Exhibit 5 hereto)

        (24)       Power of Attorney relating to subsequent
                   amendments (included on the signature page to
                   this Registration Statement)