As filed with the Securities and Exchange Commission on June 30, 2000
                                                     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                                 54221
   (Address of principal executive offices)                     (Zip Code)

               The Manitowoc Company, Inc. Retirement Savings Plan
                            (Full title of the plan)

               Maurice D. Jones
         General Counsel and Secretary                      Copy to:
          The Manitowoc Company, Inc.
             500 South 16th Street                       Harvey A. Kurtz
          Manitowoc, Wisconsin 54221                     Foley & Lardner
                (414) 684-6621                       777 East Wisconsin Avenue
(Name, address and telephone number, including      Milwaukee, Wisconsin 53202
            area code, of agent for service)              (414) 271-2400

                         ------------------------------
                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                  Proposed        Proposed
  Title of                         Maximum        Maximum
Securities to    Amount to be   Offering Price    Aggregate        Amount of
be Registered    Registered(1)    Per Share     Offering Price  Registration Fee
--------------------------------------------------------------------------------
Common Stock
$.01 par value   150,000 Shares     $29.72        $4,458,000        $1,177
--------------------------------------------------------------------------------

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

(1)  Estimated  pursuant to Rule 457(c) and (h) 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 June 21, 2000.
(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  Retirement  Savings  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  filed by The Manitowoc  Company,  Inc. (the
"Company") or The Manitowoc Company,  Inc.  Retirement Savings Plan (the "Plan")
with the Commission are hereby incorporated herein by reference:

          1. The  Company's  Annual  Report  on Form  10-K  for the  year  ended
December 31, 1999, which includes certified  financial  statements as of and for
the year ended December 31, 1999.

          2.  The  Plan's  Annual  Report  on  Form  11-K  for  the  year  ended
December 31, 1999.

          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, 1999.

          4. The  description of the Company's  Common Stock contained in Item 1
of the Company's  Registration  Statement on Form 8-A filed with the  Commission
pursuant to Section 12 of the Exchange Act, and any  amendments or reports 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 filed
with  the  Commission  pursuant  to  Section  12 of the  Exchange  Act,  and any
amendments or reports 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.


                                       2
<PAGE>

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 (which may include
liabilities  under the  Securities  Act of 1933) 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 or her 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 Registrant has entered into Indemnity  Agreements with each of the
members of the Registrant's Board of Directors and each executive officer of the
Registrant. Pursuant to such Indemnity Agreements, the Registrant 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 Registrant


Item 7.   Exemption from Registration Claimed.
          -----------------------------------

          Not Applicable.


                                       3
<PAGE>

Item 8.   Exhibits.
          --------

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


      Exhibit No.                     Exhibit
      ----------                      -------

          (4.1)     Restated Articles of Incorporation of The Manitowoc Company,
                    Inc.  [Incorporated  by reference to Exhibit 3(a) to the The
                    Manitowoc Company, Inc.'s Annual Report on Form 10-K for the
                    fiscal year ended June 29,  1985]  By-laws of The  Manitowoc
                    Company, Inc., as amended

          (4.2)     [Incorporated  by reference to Exhibit 3.2 to the  Company's
                    Quarterly Report on Form 10-Q for the quarter ended June 30,
                    1995]

          (4.3)     Rights Agreement, dated August 5, 1996 between The Manitowoc
                    Company,  Inc. and First  Chicago  Trust Company of New York
                    [Incorporated by reference to Exhibit 4 to the The Manitowoc
                    Company,  Inc.'s  Current Report on Form 8-K filed on August
                    5, 1996]

          (4.4)     The Manitowoc Company, Inc. Retirement Savings Plan.

          (5)       Opinion of Foley & Lardner

          (23.1)    Consent of PricewaterhouseCoopers LLP

          (23.2)    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)


Item 8.   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:

                    (i) To include any prospectus  required by Section  10(a)(3)
          of the Securities Act of 1933, as amended;


                                       4
<PAGE>

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
          arising after the effective date of the Registration Statement (or the
          most recent post-effective  amendment thereof) which,  individually or
          in the aggregate,  represents a fundamental  change in the information
          set forth in the Registration Statement;

                    (iii) 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;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Securities and Exchange  Commission by the Registrant  pursuant to Section 13 or
Section  15(d) of the  Securities  Exchange  Act of 1934,  as amended,  that are
incorporated by reference in the Registration Statement.

                    (2) That, for the purpose of determining any liability under
          the  Securities  Act of 1933,  as  amended,  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,  as  amended,  each  filing of the  Registrant's  annual  report
          pursuant to Section  13(a) or Section  15(d) of the Exchange Act (and,
          where  applicable,  each filing of an employee  benefit  plan's annual
          report  pursuant  to  Section  15(d)  of the  Exchange  Act)  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, as amended, 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.


                                       5
<PAGE>
                                   SIGNATURES

          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, State of Wisconsin, on June 26, 2000.

                                        THE MANITOWOC COMPANY, INC.


                                        By:/s/ Terry D. Growcock
                                           -------------------------------------
                                           Terry D. Growcock
                                           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 Terry D. Growcock, Maurice Jones and E. Dean Flynn, and
each of them, his or her true and lawful  attorney-in-fact  and agent, with full
power of substitution and resubstitution, for him or her and in his or her 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 each said
attorney-in-fact  and agent, full power and authority to do and perform each and
every act and thing  requisite  and  necessary to be done, as fully as he or she
might or could do in person,  hereby ratifying and confirming all that each said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

        Signature                     Title                            Date
        ---------                     -----                            ----


/s/ Terry D. Growcock        President, Chief Executive Officer    June 26, 2000
Terry D. Growcock            and Director (Principal Executive
                             Officer)


/s/ Glen E. Tellock          Vice President and Chief Financial    June 26, 2000
--------------------------   Officer (Principal Financial and
Glen E. Tellock              Accounting Officer)


/s/ Gilbert F. Rankin, Jr.   Director                              June 26, 2000
--------------------------
Gilbert F. Rankin, Jr.


                                       6
<PAGE>

/s/ George T. McCoy          Director                              June 26, 2000
--------------------------
George T. McCoy


/s/ Daniel W. Duval          Director                              June 26, 2000
--------------------------
Daniel W. Duval


/s/ James P. McCann          Director                              June 26, 2000
--------------------------
James P. McCann


/s/ Dean H. Anderson         Director                              June 26, 2000
--------------------------
Dean H. Anderson


/s/ Robert S. Throop         Director                              June 26, 2000
--------------------------
Robert S. Throop


/s/ Robert S. Stift          Director                              June 26, 2000
--------------------------
Robert S. Stift



                                       7
<PAGE>

                                  EXHIBIT INDEX

                           THE MANITOWOC COMPANY, INC.
                             RETIREMENT SAVINGS PLAN


      Exhibit No.                        Exhibit
      ----------                         -------

          (4.1)     Restated Articles of Incorporation of The Manitowoc Company,
                    Inc.  [Incorporated  by reference to Exhibit 3(a) to the The
                    Manitowoc Company, Inc.'s Annual Report on Form 10-K for the
                    fiscal year ended June 29, 1985]

          (4.2)     By-laws  of  The   Manitowoc   Company,   Inc.,  as  amended
                    [Incorporated  by reference to Exhibit 3.2 to the  Company's
                    Quarterly Report on Form 10-Q for the quarter ended June 30,
                    1995]

          (4.3)     Rights Agreement, dated August 5, 1996 between The Manitowoc
                    Company,  Inc. and First  Chicago  Trust Company of New York
                    [Incorporated by reference to Exhibit 4 to the The Manitowoc
                    Company,  Inc.'s  Current Report on Form 8-K filed on August
                    5, 1996]

          (4.4)     The Manitowoc Company, Inc. Retirement Savings Plan.

          (5)       Opinion of Foley & Lardner

          (23.1)    Consent of PricewaterhouseCoopers LLP

          (23.2)    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)


                                      E-1
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "THE MANITOWOC COMPANY FORM S-8", "secsgml_size_bytes": 20697}]
{"company-data": {"conformed-name": "MANITOWOC CO INC", "cik": "0000061986", "assigned-sic": "3531", "irs-number": "390448110", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40622", "film-number": "666582"}, "business-address": {"street1": "500 S 16TH ST", "street2": "STE B", "city": "MANITOWOC", "state": "WI", "zip": "54221", "phone": "4146846621"}}
As filed with the Securities and Exchange Commission on June 30, 2000
                                                     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                                 54221
   (Address of principal executive offices)                     (Zip Code)

               The Manitowoc Company, Inc. Retirement Savings Plan
                            (Full title of the plan)

               Maurice D. Jones
         General Counsel and Secretary                      Copy to:
          The Manitowoc Company, Inc.
             500 South 16th Street                       Harvey A. Kurtz
          Manitowoc, Wisconsin 54221                     Foley & Lardner
                (414) 684-6621                       777 East Wisconsin Avenue
(Name, address and telephone number, including      Milwaukee, Wisconsin 53202
            area code, of agent for service)              (414) 271-2400

                         ------------------------------
                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                  Proposed        Proposed
  Title of                         Maximum        Maximum
Securities to    Amount to be   Offering Price    Aggregate        Amount of
be Registered    Registered(1)    Per Share     Offering Price  Registration Fee
--------------------------------------------------------------------------------
Common Stock
$.01 par value   150,000 Shares     $29.72        $4,458,000        $1,177
--------------------------------------------------------------------------------

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

(1)  Estimated  pursuant to Rule 457(c) and (h) 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 June 21, 2000.
(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  Retirement  Savings  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  filed by The Manitowoc  Company,  Inc. (the
"Company") or The Manitowoc Company,  Inc.  Retirement Savings Plan (the "Plan")
with the Commission are hereby incorporated herein by reference:

          1. The  Company's  Annual  Report  on Form  10-K  for the  year  ended
December 31, 1999, which includes certified  financial  statements as of and for
the year ended December 31, 1999.

          2.  The  Plan's  Annual  Report  on  Form  11-K  for  the  year  ended
December 31, 1999.

          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, 1999.

          4. The  description of the Company's  Common Stock contained in Item 1
of the Company's  Registration  Statement on Form 8-A filed with the  Commission
pursuant to Section 12 of the Exchange Act, and any  amendments or reports 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 filed
with  the  Commission  pursuant  to  Section  12 of the  Exchange  Act,  and any
amendments or reports 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.

                                       2
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 (which may include
liabilities  under the  Securities  Act of 1933) 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 or her 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 Registrant has entered into Indemnity  Agreements with each of the
members of the Registrant's Board of Directors and each executive officer of the
Registrant. Pursuant to such Indemnity Agreements, the Registrant 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 Registrant

Item 7.   Exemption from Registration Claimed.
          -----------------------------------

          Not Applicable.

                                       3
Item 8.   Exhibits.
          --------

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

      Exhibit No.                     Exhibit
      ----------                      -------

          (4.1)     Restated Articles of Incorporation of The Manitowoc Company,
                    Inc.  [Incorporated  by reference to Exhibit 3(a) to the The
                    Manitowoc Company, Inc.'s Annual Report on Form 10-K for the
                    fiscal year ended June 29,  1985]  By-laws of The  Manitowoc
                    Company, Inc., as amended

          (4.2)     [Incorporated  by reference to Exhibit 3.2 to the  Company's
                    Quarterly Report on Form 10-Q for the quarter ended June 30,
                    1995]

          (4.3)     Rights Agreement, dated August 5, 1996 between The Manitowoc
                    Company,  Inc. and First  Chicago  Trust Company of New York
                    [Incorporated by reference to Exhibit 4 to the The Manitowoc
                    Company,  Inc.'s  Current Report on Form 8-K filed on August
                    5, 1996]

          (4.4)     The Manitowoc Company, Inc. Retirement Savings Plan.

          (5)       Opinion of Foley & Lardner

          (23.1)    Consent of PricewaterhouseCoopers LLP

          (23.2)    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)

Item 8.   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:

                    (i) To include any prospectus  required by Section  10(a)(3)
          of the Securities Act of 1933, as amended;

                                       4
(ii) To  reflect  in the  prospectus  any  facts  or  events
          arising after the effective date of the Registration Statement (or the
          most recent post-effective  amendment thereof) which,  individually or
          in the aggregate,  represents a fundamental  change in the information
          set forth in the Registration Statement;

                    (iii) 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;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Securities and Exchange  Commission by the Registrant  pursuant to Section 13 or
Section  15(d) of the  Securities  Exchange  Act of 1934,  as amended,  that are
incorporated by reference in the Registration Statement.

                    (2) That, for the purpose of determining any liability under
          the  Securities  Act of 1933,  as  amended,  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,  as  amended,  each  filing of the  Registrant's  annual  report
          pursuant to Section  13(a) or Section  15(d) of the Exchange Act (and,
          where  applicable,  each filing of an employee  benefit  plan's annual
          report  pursuant  to  Section  15(d)  of the  Exchange  Act)  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, as amended, 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.

                                       5
SIGNATURES

          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, State of Wisconsin, on June 26, 2000.

                                        THE MANITOWOC COMPANY, INC.

                                        By:/s/ Terry D. Growcock
                                           -------------------------------------
                                           Terry D. Growcock
                                           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 Terry D. Growcock, Maurice Jones and E. Dean Flynn, and
each of them, his or her true and lawful  attorney-in-fact  and agent, with full
power of substitution and resubstitution, for him or her and in his or her 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 each said
attorney-in-fact  and agent, full power and authority to do and perform each and
every act and thing  requisite  and  necessary to be done, as fully as he or she
might or could do in person,  hereby ratifying and confirming all that each said
attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

        Signature                     Title                            Date
        ---------                     -----                            ----

/s/ Terry D. Growcock        President, Chief Executive Officer    June 26, 2000
Terry D. Growcock            and Director (Principal Executive
                             Officer)

/s/ Glen E. Tellock          Vice President and Chief Financial    June 26, 2000
--------------------------   Officer (Principal Financial and
Glen E. Tellock              Accounting Officer)

/s/ Gilbert F. Rankin, Jr.   Director                              June 26, 2000
--------------------------
Gilbert F. Rankin, Jr.

                                       6
/s/ George T. McCoy          Director                              June 26, 2000
--------------------------
George T. McCoy

/s/ Daniel W. Duval          Director                              June 26, 2000
--------------------------
Daniel W. Duval

/s/ James P. McCann          Director                              June 26, 2000
--------------------------
James P. McCann

/s/ Dean H. Anderson         Director                              June 26, 2000
--------------------------
Dean H. Anderson

/s/ Robert S. Throop         Director                              June 26, 2000
--------------------------
Robert S. Throop

/s/ Robert S. Stift          Director                              June 26, 2000
--------------------------
Robert S. Stift

                                       7
EXHIBIT INDEX

                           THE MANITOWOC COMPANY, INC.
                             RETIREMENT SAVINGS PLAN

      Exhibit No.                        Exhibit
      ----------                         -------

          (4.1)     Restated Articles of Incorporation of The Manitowoc Company,
                    Inc.  [Incorporated  by reference to Exhibit 3(a) to the The
                    Manitowoc Company, Inc.'s Annual Report on Form 10-K for the
                    fiscal year ended June 29, 1985]

          (4.2)     By-laws  of  The   Manitowoc   Company,   Inc.,  as  amended
                    [Incorporated  by reference to Exhibit 3.2 to the  Company's
                    Quarterly Report on Form 10-Q for the quarter ended June 30,
                    1995]

          (4.3)     Rights Agreement, dated August 5, 1996 between The Manitowoc
                    Company,  Inc. and First  Chicago  Trust Company of New York
                    [Incorporated by reference to Exhibit 4 to the The Manitowoc
                    Company,  Inc.'s  Current Report on Form 8-K filed on August
                    5, 1996]

          (4.4)     The Manitowoc Company, Inc. Retirement Savings Plan.

          (5)       Opinion of Foley & Lardner

          (23.1)    Consent of PricewaterhouseCoopers LLP

          (23.2)    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)

                                      E-1