ý

Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the plan year ended December 31, 2004

o

Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the transition period from                to               

Reports of Independent Registered Public Accounting Firm

Financial Statements

Statements of Net Assets Available for Benefits

Statements of Changes in Net Assets Available for Benefits

Notes to Financial Statements

Supplemental Schedule

Schedule of Assets (Held at End of Year)

/s/ Wipfli LLP

May 27, 2005

Green Bay, Wisconsin

/s/ PricewaterhouseCoopers LLP

Milwaukee, Wisconsin

June 21, 2004

2004

2003

Assets

Investments:

Interest in The Manitowoc Company, Inc. Employees’ Profit

Sharing Trust

$

13,812,347

$

11,212,068

Participant loans

47,881

33,014

Total assets

13,860,228

11,245,082

Liabilities

Benefit claims payable

1,716

0

Net assets available for benefits

$

13,858,512

$

11,245,082

2004

2003

Additions to net assets attributed to:

Investment income:

Interest in net appreciation in fair value of The Manitowoc Company, Inc. Employees’ Profit Sharing Trust

$

1,295,938

$

1,804,071

Interest on participant loans

1,877

1,885

Total investment income

1,297,815

1,805,956

Contributions:

Participant

2,045,381

1,447,295

Rollover

714

126,315

Total contributions

2,046,095

1,573,610

Total additions

3,343,910

3,379,566

Deductions from net assets attributed to:

Benefits paid to participants

658,031

715,668

Plan administrative expenses

20,041

6,776

Transfers to other plans

52,408

33,120

Total deductions

730,480

755,564

Net additions

2,613,430

2,624,002

Net assets available for benefits at beginning

11,245,082

8,621,080

Net assets available for benefits at end

$

13,858,512

$

11,245,082

Note 1

Plan Description

The following description of The Manitowoc Company, Inc. Retirement Savings Plan (the “Plan”) provides only general information.  Participants should refer to the Plan Agreement for a more complete description of the Plan’s provisions.

General

The Plan is a retirement savings plan under Section 401(k) of the Internal Revenue Code.  The Plan is available to all eligible employees of participating companies of The Manitowoc Company, Inc. (the “Company”) who have completed either a probationary period with a participating company or six months, whichever is shorter.  An eligible employee is an hourly employee of a participating company who is covered by a collective bargaining agreement between the participating company and the union representing employees of the participating company.  Participating companies in the Plan are Manitowoc Cranes, Inc.; Manitowoc Ice, Inc.; Manitowoc Marine Group, LLC; KMT Refrigeration, Inc.; and Marinette Marine Co., Inc., which are all wholly owned subsidiaries or divisions of the Company.  The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

Contributions

Participants may elect to contribute from 1% to 100% of eligible compensation up to a maximum contribution allowable under the Internal Revenue Code.

Participants’ Accounts

All investments in participants’ accounts are participant-directed.  The Plan allows participants to select from a variety of mutual funds including a money market fund, equity funds, and fixed income funds.  The Plan also allows participants to purchase The Manitowoc Company, Inc. common stock.

Each participant’s account is credited with the participant’s contributions and an allocation of plan earnings and is reduced for withdrawals.  Plan earnings are determined and credited to each participant’s account on a daily basis in accordance with the proportion of the participant’s account to all accounts.  The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Plan Benefits

Plan benefits are available at normal retirement (age 65), disability retirement, death, and termination of employment with vested interests.  Benefits are payable in one lump sum, equal installments over a period of years, or an insurance company single premium nontransferable annuity contract.

Vesting

All employee contributions and related earnings are 100% vested immediately.

Participant Loans

In the event of financial hardship as defined by Internal Revenue Service regulations, participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance.  The loans are secured by the balance in the participant’s account and bear interest at prime plus 1%.  Loans are repaid through payroll deductions over a period not to exceed five years.

Expenses of the Plan

Administrative expenses of the Plan are paid from the assets of The Manitowoc Company, Inc. Employees’ Profit Sharing Trust (the “Master Trust”).

Transfers to Other Plans

The Plan and the Company allow participants to transfer account balances between other plans sponsored by the Company when they transfer to a new division or their job status (i.e., union versus nonunion) changes.

Plan Termination

The employer intends to continue the Plan indefinitely; however, the employer reserves the right to terminate the Plan at any time.  In the event of termination, all amounts credited to participants’ accounts shall become 100% vested and distributed to participants in accordance with the Plan’s provisions.

Note 2

Summary of Significant Accounting Policies

Method of Accounting

The financial statements of The Manitowoc Company, Inc. Retirement Savings Plan are presented on the accrual basis of accounting in accordance with generally accepted accounting principles.

Use of Estimates in Preparation of Financial Statements

The preparation of the accompanying financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that directly affect the results of certain reported amounts and disclosures.  Actual results may differ from these estimates.

Investments

The Plan’s investments are commingled with other plans of The Manitowoc Company, Inc. in the Master Trust.  Upon enrollment in the Plan, a participant may direct contributions in 1% increments in any of the defined investment options.

Investments are stated at fair value.  Money market funds are stated at cost, which approximates fair value.  Mutual funds and common stock of the Company are carried at current value which represents the quoted market values of the underlying investments.  Common/collective trust funds are valued based on the market value of the underlying investment held by the fund.  Participant loans are stated at cost, which approximates fair value.

Unrealized appreciation or depreciation is reflected for the year in the statement of changes in net assets available for benefits.  Gains or losses on security transactions are recorded as the difference between proceeds received and the carrying value of the investments.  Interest income is recognized on the accrual method, and dividend income is recorded on the ex-dividend date.

The average yield for the Capital Preservation Fund was 4.10% and 4.60% for the years ended December 31, 2004 and 2003, respectively.  The crediting interest rate for this fund was 3.86% and 4.37% at December 31, 2004 and 2003, respectively.

Benefit Claims Payable

Benefit claims payable on the statement of net assets available for benefits relates to distributions requested prior to year-end, but completed subsequent to year-end.

Risks and Uncertainties

The Master 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 uncertainty related to changes in the value 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 statement of net assets available for benefits and the statement of changes in net assets available for benefits.

Note 3

Investments in the Master Trust

The Plan’s allocated share of the Master Trust’s net assets and investment activities is based upon the total of each participant’s share of the Master Trust.  The percentage of the Plan’s assets to the total assets of the Master Trust is 4% as of December 31, 2004 and 2003.  The Plan’s approximate allocated share of the net assets of each fund in the Master Trust at December 31, 2004 and 2003, was:

2004

2003

Ameristock Mutual Fund

7

%

6

%

Columbia Acorn Fund

3

%

3

%

Janus Growth & Income Fund

7

%

6

%

Janus Small Cap Value Fund

7

%

6

%

Marshall International Stock Fund

5

%

4

%

One Group Mid-Cap Growth Fund

5

%

5

%

T. Rowe Price Mid-Cap Value Fund

4

%

4

%

Vanguard Institutional Index Fund

6

%

6

%

Capital Preservation Fund

2

%

2

%

Manitowoc Moderate Growth Fund

6

%

6

%

Manitowoc Conservative Growth Fund

3

%

1

%

Manitowoc Aggressive Growth Fund

4

%

2

%

Manitowoc Company Stock Fund

4

%

4

%

PIMCO Funds Total Return Fund

3

%

3

%

Loan Fund

2

%

2

%

2004

2003

Investments with fair value determined by quoted market price:

Common/collective trusts

$

164,979,148

$

140,308,327

Mutual funds

135,374,151

136,442,162

Investments in The Manitowoc Company, Inc. common stock

35,690,592

37,424,417

Total investments with fair value determined by quoted market price

336,043,891

314,174,906

Investments at contract value - Deposits with insurance companies

0

1,612,503

Investments at cost:

Participant loans

2,292,963

2,080,581

Cash

698,508

496,189

Net assets of the Master Trust

$

339,035,362

$

318,364,179

2004

2003

Investment income:

Interest and dividends

$

1,778,661

$

1,632,298

Net appreciation in fair value of investments

26,578,846

43,262,788

2004

2003

Mutual funds

$

19,772,316

$

32,840,830

Investment in The Manitowoc Company, Inc. common stock

6,806,530

10,421,958

Net appreciation

$

26,578,846

$

43,262,788

2004

2003

Manitowoc Moderate Growth Fund

$

25,693,925

$

24,572,694

Janus Small Cap Value Fund

40,133,912

37,008,017

The Manitowoc Company, Inc. Common Stock

35,690,592

37,378,272

Fidelity Managed Income Portfolio II

135,996,403

137,055,894

Note 4

Party-in-Interest Transactions

Transactions involving The Manitowoc Company, Inc. common stock are considered party-in-interest transactions.  These transactions are not, however, considered prohibited transactions under 29 CFR 408(b) of the ERISA regulations.

Note 5

Tax-Exempt Status of the Plan

On June 2, 2004, the Internal Revenue Service declared that the Plan is qualified pursuant to Section 401 of the Internal Revenue Code.  Plan management believes any amendments and events since the effective date of the last Internal Revenue Service determination letter do not affect the qualified status of the Plan.  Accordingly, the Plan is exempt from federal and state income taxes under current provisions of their respective laws.

Note 6

Reclassifications

Certain reclassifications have been made to the 2003 financial statements to conform to the 2004 classifications.

Identity of Issue,

Description of Investment Including Maturity

Borrower, Lessor,

Date, Rate of Interest, Collateral, Par, or

Current

or Similar Party

Maturity Value

Value

Participant loans*

Due dates range from 1 to 5 years - Interest rates range from 5% to 10%

$

47,881

THE MANITOWOC COMPANY, INC.
RETIREMENT SAVINGS PLAN

/s/ Terry Growcock

Terry Growcock
Chairman and Chief Executive Officer

/s/ Carl J. Laurino

Carl J. Laurino
Senior Vice President and Chief Financial Officer

/s/ Thomas G. Musial

Thomas G. Musial
Senior Vice President of Human Resources
and Administration

Exhibit No.

Description

Filed Herewith

23.1

Consent of WIPFLI

X

23.2

Consent of PricewaterhouseCoopers LLP

X