MANITOWOC CO INC
11-K, 1996-06-28
CONSTRUCTION MACHINERY & EQUIP
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                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D. C. 20549


                              FORM 11-K


     [X]  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934
          For the plan year ended December 31, 1995


          or


     [_]  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934
          For the transition period from ______ to _______

Commission File Number: 1-11978

          A. Full title of the plan and address of the plan, if
         different from that of the issuer named below:

          THE MANITOWOC COMPANY, INC. RSVP PROFIT SHARING PLAN

          B.  Name of the issuer of securities held pursuant to the
           plan and the address of its principal executive office:

                     THE MANITOWOC COMPANY, INC.
                         500 So. 16th Street
                         Manitowoc, WI 54220







                         REQUIRED INFORMATION

The following financial statements and schedules of The Manitowoc
Company, Inc. RSVP Profit Sharing Plan, prepared in accordance with
the financial reporting requirements of the Employee Retirement Income
Securities Act of 1974, as amended, are filed herewith.





THE MANITOWOC COMPANY, INC.
RSVP PROFIT SHARING PLAN
REPORT ON AUDITS OF FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1995
AND THE PERIOD FROM JULY 3, 1994 TO DECEMBER 31, 1994



Report of Independent Accountants

To the Administrative Committee of
The Manitowoc Company, Inc.
RSVP Profit Sharing Plan

We have audited the accompanying statements of net assets
available for plan benefits of The Manitowoc Company, Inc. RSVP
Profit Sharing Plan (the "Plan") as of December 31, 1995 and
1994, and the related statements of changes in net assets
available for plan benefits for the year ended December 31, 1995
and the period from July 3, 1994 to December 31, 1994.  These
financial statements are the responsibility of the Plan's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.  The statement of net
assets available for plan benefits as of July 2, 1994 and the
statement of changes in net assets available for plan benefits
for the year ended July 2, 1994, were audited by other auditors
whose report, dated October 3, 1994, expressed an unqualified
opinion on those statements.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for benefits of the Plan as of December 31, 1995 and
1994, and the changes in net assets available for benefits for
the year ended December 31, 1995 and the period from July 3, 1994
to December 31, 1994, in conformity with generally accepted
accounting principles.


\s\ Coopers & Lybrand LLP
Milwaukee, Wisconsin
May 9, 1996



<TABLE>
<CAPTION>
THE MANITOWOC COMPANY, INC.
RSVP PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
as of December 31, 1995, December 31, 1994 and July 2, 1994



                                                             December 31,
                                                        -------------------
                                                         1995           1994        July 2, 1994
                                                     ------------   ------------    ------------
<S>                                                 <C>            <C>             <C>
Investments in The Manitowoc Company, Inc.
     Employees' Profit Sharing Trust, at market      $ 85,115,706   $ 86,271,129    $ 84,099,032


Contributions receivable                                1,326,502        417,306       1,103,153
                                                     ------------   ------------    ------------

            Net assets available for plan benefits   $ 86,442,208   $ 86,688,435    $ 85,202,185
                                                     ============   ============    ============

<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>


<TABLE>
<CAPTION>
THE MANITOWOC COMPANY, INC.
RSVP PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
for the year ended December 31, 1995, the period from July 3,
1994 to December 31, 1994 and for the year ended July 2, 1994




                                                                   Year/Period Ended
                                                       ------------------------------------------
                                                               December 31,
                                                       ---------------------------
                                                           1995           1994       July 2, 1994
                                                       ------------   ------------   ------------
<S>                                                   <C>            <C>            <C>
Additions to net assets attributed to:
  Income from The Manitowoc Company
     Employees' Profit Sharing Trust                   $  8,226,154   $  2,750,809   $  5,696,084


Contributions:
  Employer                                                1,244,372        417,306      1,132,966
  Participants                                            1,422,715        679,941      1,108,442
  Participant rollover                                      280,065      1,497,247      2,190,920
                                                       ------------   ------------    -----------
                                                          2,947,152      2,594,494      4,432,328
                                                       ------------   ------------    -----------
         Total additions                                 11,173,306      5,345,303     10,128,412


Deductions from net assets attributed to:
  Benefits paid to participants                         (11,583,122)    (4,115,628)    (7,186,642)
                                                       ------------   ------------    -----------
         Net (decrease) increase before transfers          (409,816)     1,229,675      2,941,770

Net transfers from (to) other plans                         163,589        256,575       (771,633)
                                                       ------------   ------------    -----------
Net (decrease) increase                                    (246,227)     1,486,250      2,170,137

Net assets available for plan benefits:
  Beginning of period                                    86,688,435     85,202,185     83,032,048
                                                       ------------   ------------    -----------
  End of period                                        $ 86,442,208   $ 86,688,435    $85,202,185
                                                       ============   ============    ===========

<FN>
The accompanying notes are an integral part of these financial statements.

</FN>
</TABLE>


THE MANITOWOC COMPANY, INC.
RSVP PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS



1. PLAN DESCRIPTION:

a. General:  The Manitowoc Company, Inc. RSVP Profit Sharing Plan
(the "Plan") is a defined contribution plan covering
substantially all salaried and non-union hourly employees of
Participating Companies of The Manitowoc Company, Inc. (the
"Company").  Participating Companies to the Plan include the
Company and all current subsidiaries and affiliates of the
Company, excluding The Shannon Group, which was purchased by the
Company on December 1, 1995.  The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA").

b. Fiscal Year:  The Plan agreement specified that the Plan year
correspond with the fiscal year of the Company.  The Company
changed to a calendar year end effective December 31, 1994;  as
such, the Plan also changed to a calendar year end effective
December 31, 1994.  Therefore, the Statements of Net Assets and
the Statements of Changes in Net Assets Available for Plan
Benefits for the period from July 3, 1994 to December 31, 1994
are also presented in these financial statements.

c. Contributions:  Participants may make voluntary pre-tax
contributions to their accounts in whole percentages between 1%
and 10% of eligible compensation, up to a maximum of $9,240
(adjusted annually).  Participant contributions are not required.

Contributions to the Plan may be made by the Company in the form
of a profit sharing contribution or a matching contribution,
which are credited to the individual accounts of the
participants.  A variable profit sharing contribution
is made to the Plan annually based upon a formula for each
Participating Company as defined in the Plan document.  A fixed
profit sharing contribution is made to the Plan annually equal to
3% of each participant's eligible compensation for the Plan year.
Matching contributions are made by each Participating Company to
a participant's account in the form of a basic matching
contribution which equals 25% of the first 5% of eligible
compensation contributed, or an incentive matching contribution
which is equal to 100% of the first 3% of eligible compensation
contributed to the Company Stock Fund. Participants who are
awarded incentive matching contributions may also receive a basic
matching contribution equal to 25% of an additional 2% of
eligible compensation contributed.

Annual contributions to a participant's account are limited to
the lesser of $30,000 (or, if greater, 25% of the dollar
limitation in effect under Section 415 of the Internal Revenue
Code), or 25% of the participant's compensation for the year.

d. Participant Accounts:  Each participant's account is credited
with the participant's contributions, the participant's share of
the Company's contributions and an allocation of Plan earnings,
and reduced for withdrawals. Plan earnings are determined and
credited to each participant's account on a monthly basis in
accordance with the proportion of the participant's account to
all accounts.

e. Vesting:  Participants have a non-forfeitable, vested right to
the entire amount voluntarily contributed, and earnings thereon,
and may withdraw the total of such amount in accordance with the
provisions of the Plan.  The participant's account attributable
to employer contributions vests at the rate of 20% at the end of
each year of credited service for five years. Participants who
leave the Company because of normal retirement, disability retirement
or death are considered to be 100% vested.

f. Investments:  The Plan's investments are commingled with other
Company sponsored plans in The Manitowoc Company, Inc. Employees'
Profit Sharing Trust (the "Trust").  There are six Trust
investment options in which Plan participants may elect to
invest.  The election must be done in multiples of 5%.

The investment options are as follows:

Capital Preservation Fund - invests mainly in guaranteed
insurance contracts in order to provide market stability and
consistent interest return.

Equity Fund - invests in a medium size company capital growth
fund managed by the Nicholas Fund, Inc. to provide increased
growth through market appreciation.

Balanced Fund - invests in a mutual fund managed by the Brinson
Trust Company, which invests in a balanced mix of equity and
fixed income securities.

GNMA Bond Fund - invests in mortgage-backed bonds issued by the
Government National Mortgage Association (GNMA).  This fund is
managed by SEI Financial Management Corporation.

Small Cap Fund - invests mainly in stocks of small companies and
is managed by SEI Financial Management Corporation.

Company Stock Fund - invests in The Manitowoc Company, Inc.
common stock.

g. Distributions:  Participants may elect to receive the vested
portion of their account balance upon normal retirement at or
after age 65; death or disability, if earlier, or termination of
employment.  A participant who has reached age 55 upon
termination of employment has the right to maintain his vested
account balance in the Plan until distribution is required to
commence to be made under the rules of the Plan.

A participant may make a withdrawal from his vested account
balance while still employed by the Participating Company in the
event of immediate and heavy financial hardship as defined by the
Plan document.

Withdrawal elections are a lump sum payment, equal installments
over a period of years, or an insurance company single premium
nontransferable annuity contract.


h. Participant Loans:  Participants may receive a loan from the
Plan in an amount equal to a minimum of $1,000 up to 50% of the
participant's account balance, excluding the portion of the
account balance relating to Company profit sharing contributions,
not to exceed $50,000.  A participant may not maintain more than
one loan at a time.  Loans bear an interest rate equal to the
current prime rate plus 1%.  Loans are repaid from payroll
deductions over a period not to exceed five years. In the event
of default on a loan, the Plan has the right to
apply the participant's account balance in satisfaction on the
unpaid principal and accrued interest on the loan.

i. Forfeitures:  If a participant is not 100% vested at the time
of distribution, the nonvested portion of his account is
forfeited.  Forfeited amounts related to profit sharing
contributions are allocated to remaining participants, while
forfeitures related to matching contributions are used to offset
future Company contributions.  This reduction is done in the year
of the forfeiture and subsequent years until the forfeitures have
been fully applied.

j. Reclassifications:  Certain reclassifications has been made to
the financial statements of prior periods to conform to the
presentation for 1995.



2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

a. Basis of Presentation:  The significant accounting policies
followed by the Plan are presented below to assist the reader in
reviewing the financial statements, which have been prepared in
accordance with generally accepted accounting principles (GAAP).
The preparation of the financial statements in conformity with
GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of income and
expenses during the reporting period.  Actual results could
differ from those estimates.

b. Administrative Expenses:  Administrative expenses of the Plan
are paid from the assets of the Trust and are netted against
income from the Trust.

c. Contributions:  The Company makes weekly payments to the Plan
for employee contributions.  Profit sharing contributions are
made when final calculations of contribution amounts have been
determined, which normally is within two months of the Plan's
year end.  Company and voluntary employee contributions are
recorded in the period the employees are paid.

d. Investment Valuation and Income Recognition:  The Trust's
investments are stated at fair value except for its investments
in the Capital Preservation Fund which are stated at contract
value (Note 2e).  Shares of mutual funds and investments in
mortgage-backed securities are valued at quoted market prices.
Investments in common stock of the Company and other companies
are valued at quoted market prices.  Participant loans are valued
at cost which approximates fair value.

Purchases and sales of securities are recorded on the trade-date
basis. Interest income is recorded on the accrual basis.
Dividends are recorded on the ex-dividend date.

The Trust's investments are exposed to various risks, such as
interest rate, market and credit risks.  Due to the level of risk
associated with certain investments and the level of uncertainly
related to changes in the values of investments, it is at least
reasonably possible that changes in risks in the near term would
materially affect participants' account balances
and the amounts reported in the statements of net assets
available for plan benefits and the statements of changes in net
assets available for plan benefits.

e. Investment in the Capital Preservation Fund:  The Capital
Preservation Fund consists primarily of investments in insurance
company investment contracts. These contracts are included in the
assets of the Capital Preservation Fund at contract value, which
approximates fair value, as reported to the Trust by the trustee.
Contract value represents contributions made under the contract,
plus earnings, less Plan withdrawals and administrative expenses.

The average yield for the Capital Preservation Fund was 7.1%,
7.6% and 8.2% for the year ended December 31, 1995, the period
from July 3, 1994 to December 31, 1994 and the year ended July 2,
1994, respectively.  The crediting interest rate for this fund
was 6.8%, 7.4% and 7.6% at December 31, 1995, December 31, 1994
and July 2, 1994, respectively.

f. Payment of Benefits:  Benefits are recorded when paid.


3.INVESTMENTS HELD BY THE TRUST:
<TABLE>
<CAPTION>
The trustee for the Plan is The Associated Bank Lakeshore, N.A.
in Manitowoc, Wisconsin.  A summary of the net assets and changes
in net assets of the Trust at December 31, 1995, December 31,
1994 and July 2, 1994 and for the year ended December 31, 1995,
the period from July 3, 1994 to December 31, 1994 and the year
ended July 2, 1994 are as follows (at fair value):



                                     Capital
                                 Preservation                     Balanced          GNMA
December 31, 1995                      Fund      Equity Fund        Fund         Bond Fund
- ---------------------            ------------    -----------   ------------    -----------
<S>                             <C>           <C>            <C>             <C>
Cash and cash equivalents        $ 19,535,423   $     30,610   $     57,102    $    30,390
Deposits with insurance
 companies                        129,268,250             --             --             --
Mutual funds                               --      9,128,190     12,598,268      2,030,640
Investment in The Manitowoc
 Company, Inc. common stock                --             --             --             --
Participant loans                          --             --             --             --
Accrued Income                        787,318        478,750         49,910         11,678
                                 ------------    -----------    -----------    -----------
     Net assets                  $149,590,991     $9,637,550    $12,705,280    $ 2,072,708
                                 ============    ===========    ===========    ===========


                                   Small Cap       Company
December 31, 1995                     Fund       Stock Fund      Loan Fund     Total Funds
- ---------------------            ------------    -----------   ------------    ------------

Cash and cash equivalents          $   36,522     $   32,774      $      --    $ 19,722,821
Deposits with insurance
 companies                                 --             --             --     129,268,250
Mutual funds                        3,497,834             --             --      27,254,932
Investment in The Manitowoc
 Company, Inc. common stock                --      3,703,271             --       3,703,271
Participant loans                          --             --        191,216         191,216
Accrued Income                        724,409             --             --       2,052,065
                                 ------------    -----------    -----------    ------------
   Net assets                      $4,258,765     $3,736,045       $191,216    $182,192,555
                                 ============    ===========    ===========    ============





                                    Capital
                                 Preservation                      Balanced         GNMA
December 31, 1994                      Fund     Equity Fund           Fund      Bond Fund
- ---------------------            ------------    -----------   ------------    -----------

Cash and cash equivalents        $    177,726     $   82,087     $   85,898      $      --
Deposits with insurance
 companies                        157,237,446             --             --             --
Mutual funds                               --      4,772,319      8,259,031             --
Investment in The Manitowoc
 Company, Inc. common stock                --             --             --             --
Participant loans                          --             --             --             --
Accrued Income                        849,876        182,133         38,521             --
                                 ------------    -----------    -----------    -----------
     Net assets                  $158,265,048     $5,036,539     $8,383,450       $     --
                                 ============    ===========    ===========    ===========


                                   Small Cap       Company
December 31, 1994                     Fund       Stock Fund      Loan Fund     Total Funds
- ---------------------            ------------    -----------   ------------    ------------

Cash and cash equivalents           $      --     $  175,805       $     --   $    521,516
Deposits with insurance
 companies                                 --             --             --    157,237,446
Mutual funds                               --             --             --     13,031,350
Investment in The Manitowoc
 Company, Inc. common stock                --      1,641,780             --      1,641,780
Participant loans                          --             --        120,376        120,376
Accrued Income                             --             --             --      1,070,530
                                 ------------    -----------    -----------   ------------
     Net assets                     $      --     $1,817,585       $120,376   $173,622,998
                                 ============    ===========    ===========   ============





                                    Capital
                                 Preservation                      Balanced         GNMA
July 2, 1994                           Fund     Equity Fund           Fund      Bond Fund
- ---------------------            ------------    -----------   ------------    -----------

Cash and cash equivalents        $ 14,385,375     $   36,380    $    37,296      $      --
Deposits with insurance
 companies                        138,176,138             --             --             --
Mutual funds                               --      4,864,778     10,074,757             --
Investment in The Manitowoc
 Company, Inc. common stock                --             --             --             --
Participant loans                          --             --             --             --
Accrued Income                        762,225             --             --             --
                                 ------------    -----------    -----------    -----------
     Net assets                  $153,323,738     $4,901,158    $10,112,053      $      --
                                 ============    ===========    ===========    ===========


                                   Small Cap       Company
July 2, 1994                          Fund       Stock Fund      Loan Fund     Total Funds
- ---------------------            ------------    -----------   ------------    ------------

Cash and cash equivalents           $      --     $   58,094      $      --   $ 14,517,145
Deposits with insurance
 companies                                 --             --             --    138,176,138
Mutual funds                               --             --             --     14,939,535
Investment in The Manitowoc
 Company, Inc. common stock                --      1,483,138             --      1,483,138
Participant loans                          --             --        139,810        139,810
Accrued Income                             --             --             --        762,225
                                 ------------    -----------    -----------   ------------
     Net assets                     $      --     $1,541,232       $139,810   $170,017,991
                                 ============    ===========    ===========   ============







                                    Capital
                                 Preservation                      Balanced         GNMA
Year Ended December 31, 1995           Fund     Equity Fund           Fund      Bond Fund
- ----------------------------     ------------    -----------   ------------    -----------

Contributions                    $  3,033,565     $  821,395    $   954,313     $  150,907
Interest and dividends             10,612,046         75,303          6,581         68,524
Net appreciation in fair value
 of financial instruments                  --      2,068,380      2,360,985         92,086
                                 ------------    -----------   ------------    -----------
     Total additions               13,645,611      2,965,078      3,321,879        311,517

Benefits paid to participants     (13,000,023)      (618,715)    (1,003,385)       (68,385)
Other                              (9,319,645)     2,254,648      2,003,336      1,829,576
                                 ------------    -----------   ------------    -----------
     Net (decrease) increase       (8,674,057)     4,601,011      4,321,830      2,072,708

Net assets available for
 plan benefits:
  Beginning of year               158,265,048      5,036,539      8,383,450             --
                                 ------------    -----------   ------------    -----------
  End of year                    $149,590,991     $9,637,550    $12,705,280     $2,072,708
                                 ============    ===========    ===========     ==========


                                    Small Cap     Company
Year Ended December 31, 1995           Fund      Stock Fund      Loan Fund    Total Funds
- ----------------------------       ----------    -----------     ----------   ------------

Contributions                      $  375,436     $1,262,664       $     --   $  6,598,280
Interest and dividends                  1,541         85,364             --     10,849,359
Net appreciation in fair value
 of financial instruments             915,274        630,330             --      6,067,055
                                   ----------    -----------     ----------   ------------
     Total additions                1,292,251      1,978,358             --     23,514,694

Benefits paid to participants        (121,162)      (119,111)       (14,356)   (14,945,137)
Other                               3,087,676         59,213         85,196             --
                                   ----------    -----------     ----------   ------------
     Net (decrease) increase        4,258,765      1,918,460         70,840      8,569,557

Net assets available for
 plan benefits:
  Beginning of year                        --      1,817,585        120,376    173,622,998
                                   ----------    -----------     ----------   ------------
  End of year                      $4,258,765     $3,736,045       $191,216   $182,192,555
                                   ==========    ===========     ==========   ============





                                    Capital
Period from July 3, 1994 to      Preservation                      Balanced         GNMA
December 31, 1994                      Fund     Equity Fund           Fund      Bond Fund
- ----------------------------     ------------    -----------   ------------    -----------

Contributions                    $  2,888,143     $  281,781     $  423,904       $      -
Interest and dividends              5,595,849        182,340         38,771             --
Net appreciation in fair value
 of financial instruments                  --       (133,435)       100,371             --
                                 ------------    -----------   ------------    -----------
     Total additions                8,483,992        330,686        563,046             --

Benefits paid to participants      (5,882,660)       (43,660)      (115,047)            --
Other                               2,339,978       (151,645)    (2,176,602)            --
                                 ------------    -----------   ------------    -----------
     Net increase (decrease)        4,941,310        135,381     (1,728,603)            --

Net assets available for
 plan benefits:
  Beginning of period             153,323,738      4,901,158     10,112,053             --
                                 ------------    -----------   ------------    -----------
  End of period                  $158,265,048     $5,036,539     $8,383,450      $      --
                                 ============    ===========    ===========     ==========


Period from July 3, 1994 to         Small Cap     Company
December 31, 1994                      Fund      Stock Fund      Loan Fund    Total Funds
- ----------------------------       ----------    -----------     ----------   ------------

Contributions                       $      --     $  575,931      $      --   $  4,169,759
Interest and dividends                     --         36,580             --      5,853,540
Net appreciation in fair value
 of financial instruments                  --       (272,366)            --       (305,430)
                                   ----------    -----------     ----------   ------------
     Total additions                       --        340,145             --      9,717,869

Benefits paid to participants              --        (69,138)       (11,580)    (6,122,085)
Other                                      --          5,346         (7,854)         9,223
                                   ----------    -----------     ----------   ------------
     Net increase (decrease)               --        276,353        (19,434)     3,605,007

Net assets available for
 plan benefits:
  Beginning of period                      --      1,541,232        139,810    170,017,991
                                   ----------    -----------     ----------   ------------
  End of period                     $      --     $1,817,585       $120,376   $173,622,998
                                   ==========    ===========     ==========   ============





                                    Capital
                                 Preservation                      Balanced         GNMA
Year Ended July 2, 1994                Fund     Equity Fund           Fund      Bond Fund
- ----------------------------     ------------    -----------   ------------    -----------

Contributions                    $  6,045,024     $  513,030    $   815,076       $     --
Interest and dividends             11,548,764         90,576        120,218             --
Net appreciation in fair value
 of financial instruments                  --        (94,734)      (119,724)            --
                                 ------------    -----------   ------------    -----------
     Total additions               17,593,788        508,872        815,570             --

Benefits paid to participants     (10,380,614)      (285,914)      (388,819)            --
Other                              (3,938,358)       823,286      3,034,868             --
                                 ------------    -----------   ------------    -----------
     Net increase                   3,274,816      1,046,244      3,461,619             --

Net assets available for
 plan benefits:
  Beginning of year               150,048,922      3,854,914      6,650,434             --
                                 ------------    -----------   ------------    -----------
  End of year                    $153,323,738     $4,901,158    $10,112,053       $     --
                                 ============    ===========    ===========     ==========


                                    Small Cap     Company
Year Ended July 2, 1994                Fund      Stock Fund      Loan Fund    Total Funds
- ----------------------------       ----------    -----------     ----------   ------------

Contributions                        $     --     $  910,928       $     --   $  8,284,058
Interest and dividends                     --         54,036          2,417     11,816,011
Net appreciation in fair value
 of financial instruments                  --       (366,229)            --       (580,687)
                                   ----------    -----------     ----------   ------------
     Total additions                       --        598,735          2,417     19,519,382

Benefits paid to participants              --       (190,182)        (2,438)   (11,247,967)
Other                                       -        (21,790)        25,472        (76,522)
                                   ----------    -----------     ----------   ------------
     Net increase                          --        386,763         25,451      8,194,893

Net assets available for
 plan benefits:
  Beginning of year                        --      1,154,469        114,359    161,823,098
                                   ----------    -----------     ----------   ------------
  End of year                        $     --     $1,541,232       $139,810   $170,017,991
                                   ==========    ===========     ==========   ============
</TABLE>


<TABLE>
<CAPTION>
The Plan's allocated share of the Trust's net assets and
investment activities is based upon the total of each
participant's share of the Trust.  The Company's percentage of
the Plan's assets to the total assets of the Trust is 47%, 50%
and 50% as of December 31, 1995, December 31, 1994 and July 2,
1994, respectively. The Plan's approximate allocated share of the
net assets of each fund in the Trust at December 31, 1995,
December 31, 1994 and July 2, 1994 were:


                                           December 31,
                                   ---------------------------
                                       1995            1994       July 2, 1994
                                   ------------    -----------    ------------
<S>                                 <C>             <C>             <C>
Capital Preservation Fund               48%             50%             50%
Equity Fund                             43%             39%             40%
Balanced Fund                           52%             61%             60%
GNMA Bond Fund                          37%             - %             - %
Small Cap Fund                          38%             - %             - %
Company Stock Fund                      54%             54%             55%
Loan Fund                              100%            100%            100%

</TABLE>


<TABLE>
<CAPTION>
Investments that represent five percent or more of total Trust
assets as of December 31, 1995, December 31, 1994 and July 2,
1994 are as follows:



                                                      December 31,
                                              ----------------------------
                                                  1995            1994        July 2, 1994
                                              ------------    ------------    ------------
<S>                                          <C>             <C>             <C>
Balanced Fund
  The Brinson Trust Co.
     U.S. Balanced Fund                       $ 12,142,792    $      -        $  9,510,929


Capital Preservation Fund
   CIGNA Insurance Co.                              -           12,797,422      12,264,933
   New York Life Insurance Co.                      -           20,894,173      20,054,026
   Prudential Asset Management Co.                  -           10,182,381       9,886,408
   Metropolitan Life Insurance Co.                  -           11,014,008      10,679,735
   Commonwealth Insurance Co.                       -           10,418,565      10,150,933
   State Mutual Life Assurance Co.                  -           12,619,026      12,283,623
   Provident Life & Accident Insurance Co.          -           12,611,895          -
   Crown Life Insurance Co.                         -               -            9,530,182

</TABLE>


4.BENEFITS PAYABLE TO WITHDRAWN PARTICIPANTS:

Benefits paid to participants represent the amount paid to
participants as determined by their vesting status at the time of
termination.  At December 31, 1995, December 1994, and July 2,
1994, $658,741, $607,938 and $403,025, respectively, included in
net assets available for plan benefits is payable to terminated
employees who have withdrawn from the Plan.


5.TAX STATUS:

The Internal Revenue Service has determined and informed the
Company by a letter dated September 28, 1995, that the Plan and
related trust are designed in accordance with the applicable
Internal Revenue Code sections and the related Trust is therefore
exempt from Federal income taxes under the provisions of Section
401(a) of the Code.  The Plan's administrator believes that the
Plan continues to be administered in accordance with the
applicable provisions of the Code.


6.PLAN TERMINATION:

While the Company has not expressed any intent to terminate the
Plan, it may elect to do so at any time subject to the provisions
of ERISA.  In the event of termination, each participant becomes
fully vested in his entire participant account balance.





                              SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the Administrative Committee, which administers the Plan, has duly
caused this Annual Report to be signed on its behalf by the
undersigned, all the members of the administrative committee,
thereunto duly authorized, in the City of Manitowoc, and State of
Wisconsin, on this 28th day of June, 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 Keener
                         -------------------------
                         Philip Keener




                           /s/  Robert K. Silva
                         -------------------------
                         Robert K. Silva









                            Exhibit Index

         THE MANITOWOC COMPANY, INC. RSVP PROFIT SHARING PLAN
                              FORM 11-K



                                                   Page Number in
                                       Filed       Sequentially
Exhibit No.         Exhibit            Herewith    Numbered Form 11-K
- ----------------------------------------------------------------------


23.1           Coopers & Lybrand LLP       X            22

23.2           Consent of Arthur
               Andersen LLP                X            23



                                                Exhibit 23.1



Consent of Independent Accountants


We consent to the incorporation by reference in the registration
statement of The Manitowoc Company, Inc. on Form S-8 (File No. 33-
48665) or our report dated May 9, 1996, on our audit of the financial
statements of The Manitowoc Company, Inc. RSVP Profit Sharing Plan as
of December 31, 1995 and 1994, and for the year ended December 31,
1995 and the period from July 3, 1994 to December 31, 1994, which
report is incorporated by reference and included, respectively, in
this Annual Report on Form 11-K.




                                     \s\  Coopers & Lybrand L.L.P.
                                     ------------------------------
                                     COOPERS & LYBRAND L.L.P.


Milwaukee, Wisconsin
June 27, 1996











                            Page 22 of 23


                                                  Exhibit 23.2




         CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 11-K, into the
Company's previously filed Registration Statement No. 33-48665.  
It should be noted that we have not audited any financial statements 
of the Company or the Plan subsequent to July 2, 1994 or performed any 
audit procedures subsequent to the date of our report.

                                   /s/  Arthur Andersen LLP
                                   -------------------------
                                     ARTHUR ANDERSEN LLP



Milwaukee, Wisconsin
June 24, 1996






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