SECURITIES AND EXCHANGE COMMISSION

                       Washington, D.C.  20549

                               FORM 8-K

                            CURRENT REPORT



                Pursuant to Section 13 or 15(d) of the
                   Securities Exchange Act of 1934


                 Date of Report:    January 31, 1995
                  (Date of earliest event reported)




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




    Wisconsin            1-11978          39-0448110
- -----------------    --------------    -----------------
 (State or other       (Commission       (IRS Employer
 jurisdiction of      File Number)      Identification
 incorporation)                             Number)





700 East Magnolia Avenue, Suite B, Manitowoc, WI       54220
- ----------------------------------------------------------------------
(Address of principal executive offices)            (Zip Code)




Registrant's telephone number, including area code (414-684-4410)



Item 4.   Change in Registrant's Certifying Accountant
- ----------------------------------------------------------------------


On January 31, 1995, The Manitowoc Company, Inc. (the ``Registrant'')
engaged the accounting firm of Coopers & Lybrand L.L.P. as the
independent auditors to audit the Registrant's financial statements
for the fiscal year ended December 31, 1995, replacing the firm of
Arthur Andersen LLP,  the principal independent public auditors for
the Registrant's most recent consolidated financial statements, which
was dismissed by the Registrant on January 31, 1995.  The change in
auditors was recommended by the Audit Committee and approved by the
Board of Directors.

In connection with the audits of the Registrant's two fiscal years
ended July 2, 1994 and July 3, 1993, and the subsequent interim period
preceding the engagement of Coopers & Lybrand L.L.P., there were no
disagreements with Arthur Andersen LLP on any matters of accounting
principles or practices, financial statement disclosure or auditing
scope or procedures, which disagreements, if not resolved to the
satisfaction of Arthur Andersen LLP, would have caused that firm to
make reference to the subject matter of the disagreement in connection
with its report.

Arthur Andersen LLP's report on the Registrant's financial
statements for the past two years contained no adverse opinion or
disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles.  The Registrant has
provided Arthur Andersen LLP with a copy of the disclosures
contained herein and requested that Arthur Andersen LLP furnish it
with a letter addressed to the Securities and Exchange Commission
(``SEC'') stating whether it agrees with the  statements  made by the
Registrant herein and, if not, stating the respects in which it does
not agree.  A copy of Arthur Andersen LLP's letter to the SEC,
dated February 6, 1995, is filed as Exhibit 16 to this Form 8-K.


Item 7.   Financial Statements and Exhibits
- -----------------------------------------------------

          (c)  Exhibits.

               See Exhibit Index following the Signatures on this
Report, which is incorporated herein by reference.

                              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.

DATE:     February 3, 1995          THE MANITOWOC COMPANY, INC.
                                     (Registrant)


                                    /s/  Robert R. Friedl
                                   -------------------------------------
                                    Chief Financial Officer







                     THE MANITOWOC COMPANY, INC.

                            EXHIBIT INDEX

                                  TO

                       FORM 8-K CURRENT REPORT

                        Dated January 31, 1995


 Exhibit                                                  Filed
   No.               Description                         Herewith
- ----------        ----------------                     -------------


     16          Letter of Arthur Andersen LLP              X
                 to the SEC
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K CURRENT REPORT", "secsgml_size_bytes": 4337}]
{"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": "8-K", "act": "34", "file-number": "001-11978", "film-number": "95505702"}, "business-address": {"street1": "700 E MAGNOLIA AVE", "street2": "SUITE B", "city": "MANITOWOC", "state": "WI", "zip": "54221", "phone": "4146846621"}}
SECURITIES AND EXCHANGE COMMISSION

                       Washington, D.C.  20549

                               FORM 8-K

                            CURRENT REPORT

                Pursuant to Section 13 or 15(d) of the
                   Securities Exchange Act of 1934

                 Date of Report:    January 31, 1995
                  (Date of earliest event reported)

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

    Wisconsin            1-11978          39-0448110
- -----------------    --------------    -----------------
 (State or other       (Commission       (IRS Employer
 jurisdiction of      File Number)      Identification
 incorporation)                             Number)

700 East Magnolia Avenue, Suite B, Manitowoc, WI       54220
- ----------------------------------------------------------------------
(Address of principal executive offices)            (Zip Code)

Registrant's telephone number, including area code (414-684-4410)

Item 4.   Change in Registrant's Certifying Accountant
- ----------------------------------------------------------------------

On January 31, 1995, The Manitowoc Company, Inc. (the ``Registrant'')
engaged the accounting firm of Coopers & Lybrand L.L.P. as the
independent auditors to audit the Registrant's financial statements
for the fiscal year ended December 31, 1995, replacing the firm of
Arthur Andersen LLP,  the principal independent public auditors for
the Registrant's most recent consolidated financial statements, which
was dismissed by the Registrant on January 31, 1995.  The change in
auditors was recommended by the Audit Committee and approved by the
Board of Directors.

In connection with the audits of the Registrant's two fiscal years
ended July 2, 1994 and July 3, 1993, and the subsequent interim period
preceding the engagement of Coopers & Lybrand L.L.P., there were no
disagreements with Arthur Andersen LLP on any matters of accounting
principles or practices, financial statement disclosure or auditing
scope or procedures, which disagreements, if not resolved to the
satisfaction of Arthur Andersen LLP, would have caused that firm to
make reference to the subject matter of the disagreement in connection
with its report.

Arthur Andersen LLP's report on the Registrant's financial
statements for the past two years contained no adverse opinion or
disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles.  The Registrant has
provided Arthur Andersen LLP with a copy of the disclosures
contained herein and requested that Arthur Andersen LLP furnish it
with a letter addressed to the Securities and Exchange Commission
(``SEC'') stating whether it agrees with the  statements  made by the
Registrant herein and, if not, stating the respects in which it does
not agree.  A copy of Arthur Andersen LLP's letter to the SEC,
dated February 6, 1995, is filed as Exhibit 16 to this Form 8-K.

Item 7.   Financial Statements and Exhibits
- -----------------------------------------------------

          (c)  Exhibits.

               See Exhibit Index following the Signatures on this
Report, which is incorporated herein by reference.

                              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.

DATE:     February 3, 1995          THE MANITOWOC COMPANY, INC.
                                     (Registrant)

                                    /s/  Robert R. Friedl
                                   -------------------------------------
                                    Chief Financial Officer

                     THE MANITOWOC COMPANY, INC.

                            EXHIBIT INDEX

                                  TO

                       FORM 8-K CURRENT REPORT

                        Dated January 31, 1995

 Exhibit                                                  Filed
   No.               Description                         Herewith
- ----------        ----------------                     -------------

     16          Letter of Arthur Andersen LLP              X
                 to the SEC