EXHIBIT 23.2
                                                                      (Form S-8)


                         CONSENT OF INDEPENDENT AUDITORS



We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to The Manitowoc Company, Inc. 1995 Stock Plan of The
Manitowoc Company, Inc. of our report dated April 19, 2001, with respect to the
consolidated financial statements of Potain Group S.A. included in The Manitowoc
Company, Inc.'s Current Report on Form 8-K dated May 9, 2001, filed with the
Securities and Exchange Commission.

                                              Ernst & Young Audit

                                              /s/ Ernst & Young Audit

                                              Represented by Daniel Mary-Dauphin



September 13, 2002
Lyon, France