UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
FORM 10Q
[_] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
OR
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from July 3, 1994 to December 31, 1994
Commission File Number 1-11978

The Manitowoc Company, Inc.

(Exact name of registrant as specified in its charter)

          Wisconsin                            39-0448110
-------------------------------           ----------------------
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)            Identification Number)	

700 E. Magnolia Avenue, Suite B, Manitowoc, Wisconsin 54220
 (Address of principal executive offices) (Zip Code)

(414) 684-4410

(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since
last report.)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ( X ) No ( )
The number of shares outstanding of the Registrant's common stock, $.01 par value, as of January 31, 1995, the most recent practicable date, was 7,674,475.
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                                     THE MANITOWOC COMPANY, INC.
                                 Consolidated Statement of Earnings
                    For the Quarter and Transition Period Ended December 31, 1994
                            and Comparable Periods Ending January 1, 1994
                                             (Unaudited)
                      (In thousands, except per-share and average shares data)

                                                          Transition
                             Quarter        13 Weeks        Period        26 Weeks
                              Ended           Ended          Ended          Ended
                           Dec 31, 1994    Jan 1, 1994   Dec 31, 1994    Jan 1, 1994
                           ------------     -----------   ------------    -----------
Net Sales                      $ 57,867       $  67,772       $123,906       $128,828

Costs And Expenses:
  Cost of goods sold             44,885          52,091         92,604         96,371
  Engineering, selling and
   administrative expenses       13,555          11,101         25,787         21,843
  Plant consolidation costs      14,000              --         14,000             --
                               --------        --------       --------       --------
     Total                       72,440          63,192        132,390        118,214

Earnings(Loss) From Operations  (14,573)          4,580         (8,484)        10,614

Other Income (Expense):
  Interest & dividend income        127             489            333            945
  Other income (expense)            (98)            (88)          (164)           (50)
                                -------        --------       --------       --------
     Total                           29             401            169            895
                                -------        --------       --------       --------
Earnings (loss) before
  taxes on income               (14,544)          4,981         (8,315)        11,509

Provision for taxes on income    (5,672)          1,893         (3,243)         4,333
                                -------        --------       --------       --------
Net earnings (loss)              (8,872)          3,088         (5,072)         7,176
                                -------        --------       --------       --------

Net Earnings(Loss) Per Share    ($ 1.16)        $   .35        ($  .66)        $  .79

Dividends Per Share              $  .25         $   .25         $  .50         $  .50

Average Shares Outstanding     7,674,475       8,938,955      7,745,221      9,032,641

See accompanying notes which are an integral part of these statements.	

                                     THE MANITOWOC COMPANY, INC.
                                     Consolidated Balance Sheet
                                 December 31, 1994 and July 2, 1994
                                 (In thousands, except share data)

                                              -ASSETS-

                                                  (Unaudited)          (Audited)
                                               December 31, 1994     July 2, 1994
                                               ------------------   --------------
Current Assets:

  Cash and cash equivalents                         $  4,118           $ 15,094
  Marketable securities                               12,045             15,008
  Accounts receivable                                 29,500             42,589
  Inventories                                         36,793             31,240
  Prepaid expenses and other                           2,882              2,956
  Future income tax benefits                          11,200             10,770
                                                   ---------          ---------
     Total current assets                             96,538            117,657

  Intangibles and other-net                           11,636              4,859

  Property, plant and equipment:
   At cost                                           151,345            179,011
   Less accumulated depreciation                    (100,061)          (115,679)
                                                   ---------          ---------
   Property, plant and equipment-net                  51,284             63,332
                                                   ---------          ---------
     TOTAL                                         $ 159,458          $ 185,848
                                                   ---------          ---------

                               -LIABILITIES AND STOCKHOLDERS' EQUITY-

Current Liabilities:
  Accounts payable and accrued expenses             $ 47,863          $  53,784
  Income taxes payable                                     0              4,859
  Product warranties                                   5,502              4,967
                                                   ---------          ---------
     Total current liabilities                        53,365             63,610

Non-Current Liabilities:
  Product warranties                                   2,944              3,129
  Deferred income taxes                                  692              1,310
  Deferred employee expenses                          18,190             17,688
  Deferred income                                      2,936              3,811
  Other                                                6,274              2,441
                                                   ---------          ---------
     Total non-current liabilities                    31,036             28,379
                                                   ---------          ---------

Stockholders' Equity:
  Common stock (10,887,847 shares
    issued at both dates)                                109                109
  Additional paid-in capital                          31,115             31,115
  Cumulative foreign currency
    translation adjustments                             (188)              (410)
  Retained earnings                                  125,523            134,433
  Treasury stock at cost (3,213,372 and
     2,805,000 shares)                               (81,502)           (71,388)
                                                   ---------          ---------
     Total stockholders' equity                       75,057             93,859
                                                   ---------          ---------
     TOTAL                                         $ 159,458          $ 185,848
                                                   ---------          ---------

See accompanying notes which are an integral part of these statements.	

                                     THE MANITOWOC COMPANY, INC.
                                Consolidated Statement of Cash Flows
        For the Transition Period Ended December 31, 1994 and 26 Weeks Ended January 1, 1994
                                            (In thousands)

                                              (Unaudited)

                                            December 31, 1994    January 1, 1994
                                            -----------------    -----------------
Cash Flows From Operations:
  Net earnings                                   ($  5,072)      $   7,176

  Non-cash adjustments to income:
     Depreciation and amortization                   3,426           2,910
     Plant consolidation                            14,000              --
     Deferred income taxes                          (5,520)            145

  Changes in operating assets & liabilities:
     Accounts receivable                            13,089          15,117
     Inventory                                      (5,553)          4,757
     Other current assets                               74           4,474
     Current liabilities                           (15,072)        (12,298)
     Non-current liabilities                           488             467
     Deferred income                                  (875)           (216)
     Non-current assets                                685             312
                                                 ---------       ---------
     Net cash(used for) provided by operations        (330)         22,844

Cash Flows From Investing:
  Sale(purchase) of temporary investments-net        2,963         (16,522)
  Capital expenditures                              (3,730)         (1,938)
                                                 ---------       ---------
     Net cash used for investing                      (767)        (18,460)

Cash Flows From Financing:
  Dividends paid                                    (3,838)         (4,510)
  Proceeds from revolving line of credit-net         3,999              --
  Treasury stock purchases                         (10,114)         (9,479)
                                                 ---------       ---------
     Net cash used for financing                    (9,953)        (13,989)

Effect of exchange rate changes on cash                 74             (68)
                                                 ---------       ---------
     Net decrease in cash & cash equivalents       (10,976)         (9,673)

  Balance at beginning of year                      15,094          37,348
                                                 ---------       ---------
  Balance at end of period                         $ 4,118        $ 27,675
                                                 ---------       ---------

Supplemental Cash Flow Information:
  Interest paid                                   $    157        $     81
  Income taxes paid                               $  6,901        $  4,906

See accompanying notes which are an integral part of these statements.	

THE MANITOWOC COMPANY, INC.
Notes to Unaudited Consolidated Financial Statements For the Quarter and Transition Period Ended December 31, 1994 and Comparable Periods Ending January 1, 1994
(Unaudited)
Note 1.
In August 1994, the Board of Directors approved a change in the Company's fiscal year-end to December 31. In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments, representing normal recurring accruals, necessary to present fairly the results of operations for the quarter and transition period ended December 31, 1994 and the thirteen and twenty-six weeks ended January 1, 1994, the financial position at December 31, 1994 and the changes in the cash flows for the transition period ended December 31, 1994 and the twenty-six weeks ended January 1, 1994. The interim results are not necessarily indicative of results for a full year and do not contain information included in the Company's annual consolidated financial statements and notes.
Note 2.

The components of inventory at December 31, 1994 and July 2,
1994 are summarized as follows (in thousands):

                                  December 31, 1994  July 2, 1994
                                 ------------------  -------------
Components:
  Raw materials                       $ 13,150        $ 11,275
  Work-in-process                       14,659          19,463
  Finished goods                        28,758          20,787
                                     ---------        --------

  Total inventories at FIFO costs       56,567          51,525

Excess of FIFO costs
  over LIFO value                      (19,774)        (20,285)
                                     ---------        --------
  Total inventories                   $ 36,793        $ 31,240	

Inventory is carried at the lower of cost or market using the first-in, first-out (FIFO) method for 50% and 61% of total inventory for December 31, 1994 and July 2, 1994, respectively. The remainder of the inventory is costed using the last-in, first-out (LIFO) method.
At December 31, 1994 and July 2, 1994, the FIFO cost of finished goods held for lease was $940 and $249, respectively. The cost of this inventory is amortized to cost of sales as a percentage of lease revenues.
Note 3.
On September 8, 1992, the Board of Directors authorized the Company to repurchase up to 1.5 million shares of its common stock. In addition, on January 11, 1994 and February 1, 1994, the Board of Directors authorized the repurchase of an additional .5 million and 1.0 million shares, respectively. Such repurchases will be in open market or privately negotiated purchases, as the Company may determine from time to time. As of December 31, 1994, a total of 2,646,372 shares were purchased pursuant to these authorizations.
Note 4.
The United States Environmental Protection Agency ("EPA") has identified the Company as a potentially responsible party ("PRP") under the Comprehensive Environmental Response Compensation and Liability Act ("CERCLA"), liable for the costs associated with investigating and cleaning up contamination at the Lemberger Landfill Superfund Site ("the Site") near Manitowoc, Wisconsin.
Eleven of the potentially responsible parties have formed a group (the Lemberger Site Remediation Group, or "LSRG") and have successfully negotiated with the EPA and Wisconsin Department of Natural Resources to settle the potential liability at the Site and fund the cleanup. Approximately 150 PRP's have been identified as having shipped substances to the Site.
Recent estimates indicate that the total cost to clean up the Site could be as high as $25 million, however, the ultimate remediation methods and appropriate allocation of costs for the Site are not yet final.
Although liability is joint and several, the Company's percentage share of liability is estimated to be 5% of the total cleanup costs, but could increase to 15% if no participation agreements are made between the LSRG and any other PRP's. In connection with this matter, the Company expensed $3.0 million in prior years for its estimated portion of the cleanup costs.
The Company is involved in various other legal actions arising in the normal course of business. After taking into consideration legal counsel's evaluation of such actions, in the opinion of management, ultimate resolution is not expected to have a material adverse effect on the consolidated financial statements.
As of December 31, 1994, 38 product related lawsuits were pending. Of these, eleven occurred between 1985 and 1990 when the Company was completely self-insured. The remaining lawsuits occurred subsequent to June 1, 1990, at which time the Company has insurance coverages ranging from a $5.5 million self-insured retention with a $10.0 million limit on the insurer's contribution in 1990, to the current $1.0 million self-insured retention and $16.0 million limit.
Product liability reserves at December 31, 1994 are $7.9 million; $4.5 million reserved specifically for the 38 cases referenced above, and $3.4 million for incurred but not reported claims. These reserves were estimated using actuarial methods. The highest current reserve for a non- insured claim is $.7 million, and $.9 million for an insured claim. Based on the Company's experience in defending itself against product liability claims, management believes the current reserves are adequate for estimated settlements on aggregate self-insured claims.
Note 5.
During the quarter ended December 31, 1994, the Company's decision to accelerate the consolidation of large-crane manufacturing to a single site resulted in a $14 million charge to earnings in the cranes and related products segment in such quarter. The charge includes a $9.4 million write-down of the facility being abandoned and estimated holding costs of $4.6 million while the plant is being marketed.
The assets currently held for sale include land and improvements, buildings, and certain machinery and equipment at the ``Peninsula facility'' located in Manitowoc, Wisconsin. The current carrying value of these assets, determined through independent appraisals, is approximately $3 million and is included in intangibles and other. The future holding costs, included in accounts payable and accrued expenses and in other non-current liabilities, consist primarily of utilities, security, maintenance, property taxes, insurance, and demolition costs for various buildings. Future holding costs also include estimates for various environmental studies on the Peninsula location.
Additional costs, expected to range between $2.5 - $3.5 million, will be incurred in the future as part of the consolidation. These costs will be expensed as incurred and include items such as moving and relocation, engineering, and severance.
Note 6.
During the period the Company adopted Statement of Financial Accounting Standard No. 115 ``Accounting for Certain Investments in Debt and Equity Securities'' . The effect of adopting this new standard was not material. Marketable securities include $8.0 million of investments in treasury bills which will be held to maturity and $4.0 million of equity securities, which are available for sale. For both types of investments, the difference between fair market value and cost was not material. The treasury bills mature at various dates beginning in September, 1995, through December, 1995.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the Transition Period Ended December 31, 1994 and 26 Weeks Ended January 1, 1994

Net sales and earnings from operations by business segment for the
quarter and transition period ended December 31, 1994 and the 13 and
26 weeks ended January 1, 1994 are shown below (in thousands):

                                                           Transition
                                Quarter      13 Weeks        Period       26 Weeks
                                 Ended         Ended         Ended         Ended
                             Dec 31, 1994   Jan 1, 1994    Dec 31 1994   Jan 1, 1994
                             ------------  -------------  ------------- -------------
NET SALES:
  Cranes and related products    $ 34,972      $ 46,897      $ 70,958      $ 78,856
  Foodservice products             18,089        16,078        44,996        40,846
  Marine                            4,806         4,797         7,952         9,126
                                 --------      --------      --------      --------

     Total                         57,867        67,772       123,906       128,828

EARNINGS (LOSS) FROM OPERATIONS:
  Cranes and related products      (1,053)        2,069           870         3,128
  Foodservice products              3,070         2,793         9,426         8,777
  Marine                             (255)          935          (799)        1,132
  General corporate expense        (2,335)       (1,217)       (3,981)       (2,423)
  Plant consolidation expense     (14,000)           --       (14,000)           --
                                 --------       -------       -------       -------

     Total                       ($14,573)     $  4,580       ($8,484)      $10,614	

For the quarter ended December 31, 1994, the company posted a net loss of $8.9 million, or $1.16 per share compared to net earnings of $3.1 million, or 35 cents per share during the comparable period last year. The primary cause for the loss was a pre-tax plant consolidation charge of $14.0 million, or $1.12 per share. Without this charge, the company would have reported a loss of $333,000, or 4 cents per share, due to fewer large-crane sales.
The net loss for the transition period was $5.1 million, or 66 cents per share, compared with net earnings of $7.2 million, or 79 cents per share, for the comparable period last year. Without the plant consolidation charge, earnings for the transition period would have been $3.5 million or 45 cents per share.
Net sales for the quarter ended December 31, 1994 were $57.9 million, down 15% from sales of $67.8 million a year ago, Net sales for the transition period totaled $123.9 million, a decline of 4 percent from the first half of fiscal 1994.
The Company's decision to accelerate the consolidation of large-crane manufacturing to a single site resulted in a $14 million charge to earnings in the cranes and related products segment in the quarter ended December 31, 1994. The charge includes a $9.4 million write- down of the facility being abandoned and estimated holding costs of $4.6 million while the plant is being marketed.
The assets currently held for sale include land and improvements, buildings, and certain machinery and equipment at the "Peninsula facility'' located in Manitowoc, Wisconsin. The current carrying value of these assets, determined through independent appraisals, is approximately $3 million. The future holding costs consist primarily of utilities, security, maintenance, property taxes, insurance, and demolition costs for various buildings. Future holding costs also include estimates for various environmental studies on the Peninsula location.
Additional costs will be incurred as part of the consolidation. These costs will be expensed as incurred and include items such as moving and relocation, engineering, and severance.
For the quarter, sales of cranes and related products declined 25% to $35 million, compared to $46.9 million for the comparable period last year. The soft market for heavy-lift cranes contributed to a net loss of $1.1 million for the segment during the quarter, versus net earnings of $2.1 million for the comparable period last year. Sales and earnings increases at our Manitex facility and the prior year acquisition of Femco did not offset the declines at our large crane division. As a result, year-to-date sales and earnings for cranes and related products have decreased 10% and 128%, respectively.
The Foodservice segment continues to benefit from a strong market as sales increased 13% for the quarter to $18.1 million, but earnings grew only 10% to $3.0 million. This was due to costs associated with a plant expansion project, production line moves made to increase manufacturing efficiency, and ISO 9001 certification. The segment's sales and earnings for the transition period increased 10% and 7%, respectively.
Sales for the quarter in the Marine segment increased slightly; however, the segment incurred a net loss of $255,000 compared to earnings of $935,000 in fiscal 1994. Sales for the transition period were $8.0 million compared to $9.1 million for the same period last year. In addition, a net loss of $.8 million in the transition period compares to earnings of $1.1 million last year. Fewer drydockings and less emergency repair work than was performed in the prior year contributed to this shortfall for both the quarter and transition period.
Financial Condition at December 31, 1994
Not withstanding the results of the transition period, the Company's financial condition remains strong. Cash and marketable securities of $16.2 million are adequate to meet the Company's liquidity requirements for the foreseeable future, including payments on the line of credit, costs associated with the plant consolidation, and the stock repurchases authorized by the Board of Directors.
PART II. OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders
At the Company's Annual Meeting of Shareholders held on November 1, 1994, all of the Board of Directors' nominees named in the tabulation of votes below were elected as directors, by the votes cast for and withheld with respect to each nominee indicated to serve for terms expiring at the 1998 Annual Meeting (as a result of the change in the Company's fiscal year). There was no solicitation in opposition to the nominees proposed in the Proxy Statement and there were no abstentions or broker non-votes with respect to the election of directors.

  Name of Nominee           For            Withheld
 -----------------        ---------        --------
Gilbert F. Rankin, Jr.    6,343,639         251,284
Robert K. Silva           6,345,012         249,911	

Messrs. Fred M. Butler, George T. McCoy and Guido R. Rahr, Jr.'s terms as directors continue until the 1997 Annual Meeting. Messrs. Dean H. Anderson, James P. McCann and Robert S. Throop's terms as directors continue until the 1996 Annual Meeting.
Further information concerning the election of directors is contained in the Proxy Statement dated September 30, 1994 with respect to the Company's 1994 Annual Meeting of Shareholders.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: See exhibit index following the signatures on this Report, which is incorporated herein by reference.
(b) Reports on Form 8-K: During the transition period ended December 31, 1994, a report on Form 8-K dated August 9, 1994 was filed to report the Company's change in fiscal year end from the Saturday closest to June 30 of each calendar year to December 31 of each calendar year.
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.
THE MANITOWOC COMPANY, INC.
 (Registrant)

                                  /s/  Fred M. Butler
                                ------------------------
                                Fred M. Butler
                                Chief Executive Officer

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

                                  /s/  E. Dean Flynn
                                ------------------------
                                E. Dean Flynn
                                Secretary
February 10, 1995	

THE MANITOWOC COMPANY, INC.
EXHIBIT INDEX
TO FORM 10-Q
FOR TRANSITION PERIOD ENDED
DECEMBER 31, 1994

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

 10           Supplemental Retirement Agreement        X
              between Robert K. Silva and the
              Company dated January 2, 1995.

 27           Financial Data Schedule                  X	

SUPPLEMENTAL RETIREMENT AGREEMENT
THIS AGREEMENT, made and entered into as of this 2nd day of January, 1995, by and between The Manitowoc Company, Inc., a Wisconsin corporation (the "Company") and Robert K. Silva ("Executive").
RECITALS
A. Executive is employed by the Company as its Executive Vice President and Chief Operating Officer;
B. The Company desires to have the benefit of Executive's continued loyalty, service and counsel until his retirement; and
C. The parties are entering into this Agreement to provide Executive with an added incentive to remain with the Company until completion of FY 1996.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Definitions. As used in this Agreement, the following terms shall have the meanings assigned to them:
a. "Cause" in connection with the termination by the Company of the employment of Executive means Executive's persistent failure to follow the Company's written directives and policies, or insubordination, willful malfeasance, gross negligence or acts of dishonesty by Executive.
b. "Normal Retirement" means the termination of Executive's employment with the Company for any reason (including by reason of death), if such termination occurs on or after the attainment by Executive of age 68.
c. "Change in Control of the Company" shall have the same meaning as the phrase "change in control of the Company" in the Contingent Employment Agreement between the Company and Executive dated as of December 29, 1988.
d. "Full Monthly Benefit" means one-twelfth of $125,000.
e. "Reduced Monthly Benefit" means the Full Monthly Benefit, reduced by two percent (2%) for each full month by which Executive's employment with the Company terminates prior to his attainment of age 68; provided, however, that if the Company terminate Executive's employment for other than Cause prior to attainment of age 68 but on or after a Change in Control, the Reduced Monthly Benefit shall be equal to 70% of the Full Monthly Benefit.
2. Normal Retirement. Upon Normal Retirement, Executive shall be paid the actuarial equivalent of a Full Monthly Benefit, in the form provided in Section 6 hereof.
3. Early Retirement. Upon Early Retirement, Executive will be paid the actuarial equivalent of a Reduced Monthly Benefit, in the form provided in Section 6 hereof.
4. Termination of Employment Prior to Age 68. Upon the death of Executive prior to his attainment of age 68, or upon termination by the Company of Executive's employment for other than Cause prior to his attainment of age 68, Executive shall be paid the actuarial equivalent of a Reduced Monthly Benefit, in the form provided in Section 6 hereof.
5. Change of Control. Upon termination by the Company of Executive's employment for other than Cause prior to his attainment of age 68 but on or after a Change in Control, Executive shall be paid the actuarial equivalent of a Reduced Monthly Benefit, in the form provided in Section 6 hereof.
6. Form of Benefit Payments. The Full Monthly Benefit or the Reduced Monthly Benefit, as applicable, shall be payable to Executive pursuant to Section 2, 3, 4, or 5 hereof in the form of a joint and 100% survivor annuity, such that the actuarial equivalent of the Full Monthly Benefit or Reduced Monthly Benefit, as applicable, will be payable to Executive during his lifetime, and upon Executive's death to his spouse for her lifetime if she survives him, commencing on the first day of the first full calendar month following Executive's termination of employment and on the first day of each succeeding calendar month.
7. Rabbi Trust. Within thirty (30) days following the occurrence of an event which entitles Executive to begin to receive payments pursuant to the joint and 100% survivor annuity referred to in Section 6, the Company shall establish a so-called "rabbi trust" for the purpose of providing additional assurance to Executive that the Company's obligations hereunder will be met. The trustee of such rabbi trust shall be a bank or trust company located in the United States. The trust agreement creating such trust shall contain terms which are customarily associated with such trusts, including terms to ensure that the Company is treated as the grantor of the trust for federal income tax purposes. Contemporaneously with the establishment of such trust, the Company will deposit with the trustee of such trust an amount equal to the present value of the joint and 100% survivor annuity referred to in Section 6.
8. Actuarial Calculations. Hewitt Associates (or if it is unable or declines to act, such other nationally recognized benefits consulting firm as Company may designate) shall calculate the Full Monthly Benefit or Reduced Monthly Benefit, as applicable, the amount of the joint and 100% survivor annuity referred to in Section 6, and the present value of such annuity in connection with the establishment of the rabbi trust referred to in
Section 7, and such calculations shall be binding and conclusive on the parties. In calculating the foregoing amounts, Hewitt Associates or other benefits consulting firm shall use an 8% annual interest rate, the 1983 Group Annuity Mortality Table and such other actuarial assumptions as may be necessary in the sole discretion of Hewitt Associates or such other benefits consulting firm.
9. Unfunded Plan. Nothing contained in this Agreement and no action taken pursuant to its terms shall create or be construed to create a trust of any kind or any fiduciary relationship between the Company and Executive or any other person. This Agreement, and the benefits payable hereunder shall at all times be unfunded, and the rights of Executive or any other person to any payments hereunder shall be those of an unsecured creditor.
10. Non-alienation. The right of Executive or any other person to the payment of amounts under this Agreement shall not be assignable or transferable or subject to any sale, mortgage, lien, pledge, hypothecation, anticipation, garnishment, attachment, execution or levy of any kind, whether by operation of law or otherwise.
11. No Guarantee of Employment. Nothing contained in this Agreement shall be construed as conferring upon Executive the right to continue in the employment of the Company.
12. Effect on Other Plans. Unless otherwise required by law, amounts payable to Executive hereunder shall not constitute "compensation" for the purpose of computing benefits under any retirement plans or welfare benefit plans which may be maintained by the Company for the benefit of Executive, except that Executive shall not be eligible to participate in the Company profit sharing plan.
13. Limitation on Liability. No member of the Board of Directors of the Company or any Committee thereof, and no officer, employee or agent of the Company, shall be liable to Executive or other person for any action taken or omitted in connection with this Agreement, unless attributable to such individual's fraud, willful misconduct or gross negligence.
14. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and Executive and his beneficiaries, heirs and legal representatives.
15. Severability. If any of the provisions of this Agreement shall be held to be invalid, or shall be determined to be inconsistent with the purpose of this Agreement, the remainder of this Agreement shall not be affected thereby.
16. Governing Law. This Agreement shall be construed in accordance with and governed by the internal laws by the State of Wisconsin.
17. Complete Agreement. This Agreement constitutes the complete agreement between the Company and Executive concerning its subject matter, and may be amended only by a written instrument signed by each of them. Nothing contained herein affects in any way the Contingent Employment Agreement between Executive and the Company dated as of December 29, 1988, which remains in full force and effect.
18. Withholding. The Company shall have the right to deduct from any payments hereunder any taxes required by law to be withheld.
19. Effectiveness. This Agreement shall not become effective until it is approved by the Board of Directors of the Company, notwithstanding the earlier execution by the Company and Executive.
IN WITNESS WHEREOF, the Company and Executive have executed this Agreement as of the date first written above.
THE MANITOWOC COMPANY, INC.

By:      /s/     Fred M. Butler
    ----------------------------

         Fred M. Butler
         President & CEO

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

         Robert K. Silva	

ARTICLE 5	
	
MULTIPLIER: 1000	

		
PERIOD TYPE	6 MOS	
FISCAL YEAR END	DEC 31 1994	
PERIOD END	DEC 31 1994	
CASH	4118	
SECURITIES	12045	
RECEIVABLES	30696	
ALLOWANCES	1196	
INVENTORY	36793	
CURRENT ASSETS	96538	
PP&E	151345	
DEPRECIATION	100061	
TOTAL ASSETS	159458	
CURRENT LIABILITIES	53365	
BONDS	0	
COMMON	109	
PREFERRED MANDATORY	0	
PREFERRED	0	
OTHER SE	74948	
TOTAL LIABILITY AND EQUITY	159458	
SALES	123906	
TOTAL REVENUES	123906	
CGS	92604	
TOTAL COSTS	132390	
OTHER EXPENSES	164	
LOSS PROVISION	0	
INTEREST EXPENSE	187	
INCOME PRETAX	(8315)	
INCOME TAX	(3243)	
INCOME CONTINUING	(5072)	
DISCONTINUED	0	
EXTRAORDINARY	0	
CHANGES	0	
NET INCOME	(5072)	
EPS PRIMARY	(.66)	
EPS DILUTED	(.66)