UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                    FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE
ACT 1934

For the quarterly period ended December 28, 2003

                                       or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934.

For the transition period from                     to
                               -------------------    --------------------

Commission File Number:       0-27618
                              -------

                          COLUMBUS MCKINNON CORPORATION
--------------------------------------------------------------------------------
     (Exact name of registrant as specified in its charter)

               NEW YORK                               16-0547600
--------------------------------------------------------------------------------
   (State or other jurisdiction of       (I.R.S. Employer Identification No.)
    incorporation or organization)

  140 JOHN JAMES AUDUBON PARKWAY, AMHERST, NY                     14228-1197
--------------------------------------------------------------------------------
   (Address of principal executive offices)                       (Zip code)

                                 (716) 689-5400
--------------------------------------------------------------------------------
 (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. : [X] Yes [ ] No

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934): [ ] Yes [ X ] No

The number of shares of common  stock  outstanding  as of January  31, 2004 was:
14,896,172 shares.


<PAGE>


                                 FORM 10-Q INDEX
                          COLUMBUS MCKINNON CORPORATION
                                DECEMBER 28, 2003


                                                                          PAGE #
                                                                          ------
PART I.  FINANCIAL INFORMATION

Item 1.    Condensed Consolidated Financial Statements (Unaudited)

           Condensed consolidated balance sheets -
              December 28, 2003 and March 31, 2003                             2

           Condensed consolidated statements of operations and
              accumulated deficit - Three months and nine months
              ended December 28, 2003 and December 29, 2002                    3

           Condensed consolidated statements of cash flows -
              Nine months ended December 28, 2003 and December 29, 2002        4

           Condensed  consolidated  statements of  comprehensive
              income - Three months and nine months ended
              December 28, 2003 and December 29, 2002                          5

           Notes to condensed consolidated financial statements -
              December 28, 2003                                                6

Item 2.    Management's Discussion and Analysis of Results of
              Operations and Financial Condition                              14

Item 3.    Quantitative and Qualitative Disclosures About Market Risk         19

Item 4.    Disclosure Controls and Procedures                                 20

PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings - none.                                          21

Item 2.    Changes in Securities - none.                                      21

Item 3.    Defaults upon Senior Securities - none.                            21

Item 4.    Submission of Matters to a Vote of Security Holders - none.        21

Item 5.    Other Information - none.                                          21

Item 6.    Exhibits and Reports on Form 8-K                                   21






                                     - 1 -


<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.    Condensed Consolidated Financial Statements (Unaudited)

<TABLE>
<CAPTION>
                                              COLUMBUS MCKINNON CORPORATION
                                           CONDENSED CONSOLIDATED BALANCE SHEETS
                                                      (UNAUDITED)

                                                                                DECEMBER 28,        MARCH 31,
                                                                                   2003               2003
                                                                                -----------        -----------
ASSETS:                                                                                 (IN THOUSANDS)
Current assets:
<S>                                                                             <C>               <C>
      Cash and cash equivalents                                                 $     3,062        $     1,943
      Trade accounts receivable                                                      80,428             79,335
      Unbilled revenues                                                               7,453              8,861
      Inventories                                                                    76,130             78,613
      Net assets held for sale                                                        2,786              1,800
      Prepaid expenses                                                               13,616             10,819
                                                                                -----------        -----------
Total current assets                                                                183,475            181,371
Property, plant, and equipment, net                                                  62,364             67,295
Goodwill and other intangibles, net                                                 194,206            195,129
Marketable securities                                                                25,484             21,898
Deferred taxes on income                                                             13,994             15,245
Other assets                                                                          3,116              1,668
                                                                                -----------        -----------
Total assets                                                                    $   482,639        $   482,606
                                                                                ===========        ===========

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
      Notes payable to banks                                                    $     3,841        $     2,245
      Trade accounts payable                                                         26,646             28,654
      Accrued liabilities                                                            48,351             36,540
      Restructuring reserve                                                           1,224              2,331
      Current portion of long-term debt                                               7,614             15,209
                                                                                -----------        -----------
Total current liabilities                                                            87,676             84,979
Senior bank debt, less current portion                                                7,227             99,127
Senior secured debt                                                                 115,000                  -
Subordinated debt                                                                   164,120            199,734
Other non-current liabilities                                                        43,996             46,059
                                                                                -----------        -----------
Total liabilities                                                                   418,019            429,899
                                                                                -----------        -----------
Shareholders' equity
      Common stock                                                                      149                149
      Additional paid-in capital                                                    104,080            104,412
      Accumulated deficit                                                           (23,843)           (26,547)
      ESOP debt guarantee                                                            (5,268)            (5,709)
      Unearned restricted stock                                                        (190)              (208)
      Accumulated other comprehensive loss                                          (10,308)           (19,390)
                                                                                -----------        -----------
Total shareholders' equity                                                           64,620             52,707
                                                                                -----------        -----------
Total liabilities and shareholders' equity                                      $   482,639        $   482,606
                                                                                ===========        ===========
</TABLE>

          SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                     - 2 -

<PAGE>


<TABLE>
<CAPTION>

                              COLUMBUS MCKINNON CORPORATION
         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
                                       (UNAUDITED)


                                                       THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                       ------------------                  -----------------
                                                 DECEMBER 28,      DECEMBER 29,      DECEMBER 28,     DECEMBER 29,
                                                      2003             2002              2003             2002
                                                      ----             ----              ----             ----
                                                                (IN THOUSANDS, EXCEPT PER SHARE DATA)

<S>                                               <C>               <C>               <C>               <C>
Net sales                                         $   110,253       $   107,384       $   323,412       $   334,513
Cost of products sold                                  85,695            81,085           247,889           254,011
                                                  -----------       -----------       -----------       -----------
Gross profit                                           24,558            26,299            75,523            80,502
                                                  -----------       -----------       -----------       -----------

Selling expenses                                       11,942            12,033            35,400            35,018
General and administrative expenses                     6,610             5,281            18,089            18,223
Restructuring charges                                     275               840             1,650               840
Amortization of intangibles                                80               137               300               400
                                                  -----------       -----------       -----------       -----------
                                                       18,907            18,291            55,439            54,481
                                                  -----------       -----------       -----------       -----------

Income from operations                                  5,651             8,008            20,084            26,021
Interest and debt expense                               6,538             8,887            21,940            23,371
Other (income) and expense, net                        (2,212)            2,399            (6,659)           (1,319)
                                                  ------------      -----------       -----------       -----------
Income (loss) from operations before income
   tax expense (benefit) and cumulative
   effect of accounting change                          1,325            (3,278)            4,803             3,969
Income tax expense (benefit)                              620              (805)            2,099             1,928
                                                  -----------       -----------       -----------       -----------
Income (loss) from operations before
   cumulative effect of accounting change                 705            (2,473)            2,704             2,041
Cumulative effect of accounting change                      -                 -                 -            (8,000)
                                                  -----------       -----------       -----------       -----------
Net income (loss)                                         705            (2,473)            2,704            (5,959)
Accumulated deficit - beginning of period             (24,548)          (16,022)          (26,547)          (12,536)
                                                  -----------       -----------       -----------       -----------
Accumulated deficit - end of period               $   (23,843)      $   (18,495)      $   (23,843)      $   (18,495)
                                                  ===========       ===========       ===========       ===========

Earnings per share data, basic and diluted:
   Income (loss) from operations before
     cumulative effect of accounting change       $       0.05     $     (0.17)      $      0.19       $     0.14
   Cumulative effect of accounting change                   -               -                 -             (0.55)
                                                  -----------      ----------        ----------        ----------
   Net income (loss)                              $       0.05     $     (0.17)      $      0.19       $    (0.41)
                                                  ============     ===========       ===========       ==========

</TABLE>

          SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.






                                     - 3 -
<PAGE>

<TABLE>
<CAPTION>
                                          COLUMBUS MCKINNON CORPORATION
                                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                   (UNAUDITED)

                                                                                      NINE MONTHS ENDED
                                                                                      -----------------
                                                                               DECEMBER 28,       DECEMBER 29,
                                                                                   2003               2002
                                                                                -----------        -----------
                                                                                        (IN THOUSANDS)
OPERATING ACTIVITIES:
Income from operations before cumulative effect
<S>                                                                             <C>                <C>
   of accounting change                                                         $     2,704        $     2,041
Adjustments to reconcile income from operations to net
   cash provided by (used in) operating activities:
     Depreciation and amortization                                                    7,979              8,470
     Deferred income taxes                                                            1,251               (499)
     Gain on sale of real estate/investments                                         (4,505)            (1,025)
     Deferred financing costs                                                         1,359              3,008
     Other                                                                             (598)                 -
     Changes in operating assets and liabilities:
           Trade accounts receivable and unbilled revenues                            4,060              3,966
           Inventories                                                                5,184              1,727
           Prepaid expenses                                                          (1,340)                34
           Other assets                                                              (1,354)             3,912
           Trade accounts payable                                                    (4,012)           (11,433)
           Accrued and non-current liabilities                                        6,921            (12,683)
                                                                                -----------        -----------
Net cash provided by (used in) operating activities                                  17,649             (2,482)
                                                                                -----------        -----------

INVESTING ACTIVITIES:
Purchase of marketable securities, net                                                 (530)             1,221
Capital expenditures                                                                 (3,096)            (3,623)
Proceeds from sale of businesses                                                          -             15,950
Other                                                                                 3,767              1,990
                                                                                -----------        -----------
Net cash provided by investing activities                                               141             15,538
                                                                                -----------        -----------

FINANCING ACTIVITIES:
Net payments under revolving line-of-credit agreements                             (252,048)          (188,150)
Net borrowings under revolving line-of-credit agreements                            248,945            176,196
Repayment of debt                                                                  (125,264)            (1,675)
Proceeds from issuance of long-term debt                                            115,000                  -
Deferred financing costs incurred                                                    (4,361)            (7,565)
Other                                                                                   441                444
                                                                                -----------        -----------
Net cash used in financing activities                                               (17,287)           (20,750)
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                 616                 (9)
                                                                                -----------        -----------
Net cash provided by (used in) continuing operations                                  1,119             (7,703)
NET CASH PROVIDED BY DISCONTINUED OPERATIONS                                              -                504
                                                                                -----------        -----------
Net change in cash and cash equivalents                                               1,119             (7,199)
Cash and cash equivalents at beginning of period                                      1,943             13,068
                                                                                -----------        -----------
Cash and cash equivalents at end of period                                      $     3,062        $     5,869
                                                                                ===========        ===========
</TABLE>

SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                     - 4 -

<PAGE>


<TABLE>
<CAPTION>
                                      COLUMBUS MCKINNON CORPORATION
                       CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                               (UNAUDITED)

                                                          THREE MONTHS ENDED                 NINE MONTHS ENDED
                                                          ------------------                 -----------------
                                                     DECEMBER 28,     DECEMBER 29,     DECEMBER 28,     DECEMBER 29,
                                                         2003             2002             2003             2002
                                                         ----             ----             ----             ----
                                                                              (IN THOUSANDS)

<S>                                                   <C>              <C>              <C>              <C>
Net income                                            $      705       $   (2,473)      $    2,704       $   (5,959)
                                                      ----------       ----------       ----------       ----------
Other comprehensive income, net of tax:
   Foreign currency translation adjustments                3,342            2,452            7,058            6,559
   Unrealized gain on derivatives
     qualifying as hedges                                      -              145              191               48
   Unrealized gain (loss) on investments:
     Unrealized holding gains (losses) arising
       during the period                                   1,192              191            2,628           (2,244)
     Reclassification adjustment for
       (gains) losses included in net income                (685)           1,888             (795)             (67)
                                                      ----------       ----------       ----------       ----------
                                                             507            2,079            1,833           (2,311)
                                                      ----------       ----------       ----------       ----------
Total other comprehensive income                           3,849            4,676            9,082            4,296
                                                      ----------       ----------       ----------       ----------
Comprehensive income (loss)                           $    4,554       $    2,203       $   11,786       $   (1,663)
                                                      ==========       ==========       ==========       ==========

</TABLE>


SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

















                                     - 5 -


<PAGE>


                          COLUMBUS MCKINNON CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                (TABULAR AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
                                DECEMBER 28, 2003


1.   The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with generally accepted  accounting  principles
     for  interim  financial  information.  In the  opinion of  management,  all
     adjustments  (consisting of normal recurring accruals) considered necessary
     for a fair  presentation  of the  financial  position of Columbus  McKinnon
     Corporation  (the  Company) at December  28,  2003,  and the results of its
     operations  and its cash flows for the three and  nine-month  periods ended
     December 28, 2003 and December 29, 2002,  have been  included.  Results for
     the period ended  December 28, 2003 are not  necessarily  indicative of the
     results that may be expected for the year ended March 31, 2004. The balance
     sheet  at  March  31,  2003 has been  derived  from the  audited  financial
     statements at that date,  but does not include all of the  information  and
     footnotes required by generally accepted accounting principles for complete
     financial  statements.  For further information,  refer to the consolidated
     financial  statements  and  footnotes  thereto  included  in  the  Columbus
     McKinnon  Corporation  annual  report on Form 10-K for the year ended March
     31, 2003.

     The  Company  is a leading  U.S.  designer  and  manufacturer  of  material
     handling products, systems and services which efficiently and ergonomically
     move,  lift,  position and secure  material.  Key products  include hoists,
     cranes,  chain and forged  attachments.  The  Company's  material  handling
     products are sold,  domestically and internationally,  principally to third
     party distributors through diverse distribution  channels,  and to a lesser
     extent  directly  to  manufacturers  and  other  end-users.  The  Company's
     integrated  material handling solutions  businesses deal primarily with end
     users  and  sales  are  concentrated,   domestically  and   internationally
     (primarily  Europe), in the consumer products,  manufacturing,  warehousing
     and, to a lesser  extent,  the steel,  construction,  automotive  and other
     industrial markets.

2.   The  Company  has two stock  option-based  employee  compensation  plans in
     effect.  The Company  accounts  for these plans under the  recognition  and
     measurement  principles  of  Accounting  Principles  Board  Opinion No. 25,
     "Accounting   for  Stock  Issued  to   Employees"   (APB  25)  and  related
     Interpretations.  No  stock  option-based  employee  compensation  cost  is
     reflected in net income,  as all options  granted  under these plans had an
     exercise price equal to the market value of the underlying  common stock on
     the  date of grant  and the  number  of  options  granted  was  fixed.  The
     following table illustrates the effect on net income and earnings per share
     if the  Company  had  applied  the fair value  recognition  of SFAS No. 123
     "Accounting  for  Stock-Based   Compensation",   to  stock-based   employee
     compensation:

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED               NINE MONTHS ENDED
                                                ---------------------------------------------------------------
                                                DECEMBER 28,     DECEMBER 29,     DECEMBER 28,     DECEMBER 29,
                                                    2003             2002             2003             2002
                                                ---------------------------------------------------------------
<S>                                             <C>              <C>              <C>              <C>
   Net income (loss), as reported...............$        705     $     (2,473)    $      2,704     $     (5,959)
     Deduct: Total stock based employee
      compensation expense determined under
      fair value based method for all awards,
      net of related tax effects................        (104)            (254)            (386)            (764)
                                                ---------------------------------------------------------------
     Net income (loss), pro forma...............$        601     $     (2,727)    $      2,318     $     (6,723)
                                                ===============================================================

  Basic and diluted income (loss) per share:
     As reported................................$       0.05     $      (0.17)    $       0.19     $      (0.41)
                                                ===============================================================
     Pro forma..................................$       0.04     $      (0.19)    $       0.16     $      (0.46)
                                                ===============================================================
</TABLE>

                                     - 6 -

<PAGE>

3.   Inventories consisted of the following:
                                                  DECEMBER 28,        MARCH 31,
                                                      2003              2003
                                                   ----------        ----------
     At cost - FIFO basis:
        Raw materials.........................     $   38,237        $   42,707
        Work-in-process.......................         12,254            10,361
        Finished goods........................         33,391            33,072
                                                   ----------        ----------
                                                       83,882            86,140
     LIFO cost less than FIFO cost............         (7,752)           (7,527)
                                                   ----------        ----------
     Net inventories   .......................     $   76,130        $   78,613
                                                   ==========        ==========

     An actual  valuation of inventory under the LIFO method can be made only at
     the end of each year based on the inventory  levels and costs at that time.
     Accordingly,  interim  LIFO  calculations  must  necessarily  be  based  on
     management's  estimates of expected  year-end  inventory  levels and costs.
     Because  these are  subject to many  forces  beyond  management's  control,
     interim results are subject to the final year-end LIFO inventory valuation.

4.   On November 21, 2002, the Company refinanced its credit facilities. The new
     arrangement  consisted of a Revolving Credit  Facility,  a Term Loan, and a
     Senior Second Secured Term Loan. The Revolving  Credit  Facility  currently
     provides availability up to a maximum of $50 million. At December 28, 2003,
     $5.5 million was  outstanding for borrowings and the unused portion totaled
     $23.2  million.  Interest is payable at varying  Eurodollar  rates based on
     LIBOR or prime plus a spread  determined  by the Company's  leverage  ratio
     amounting  to 275 (LIBOR) or 150 (prime)  basis  points,  respectively,  at
     December 28, 2003. The Revolving Credit Facility is secured by all domestic
     inventory, receivables, equipment, real property, subsidiary stock (limited
     to 65% for foreign subsidiaries) and intellectual property.

     At  December  28,  2003,  the Term Loan has a  balance  of  $8,321,000  and
     requires  quarterly  payments of  $500,000.  Interest is payable at varying
     Eurodollar  rates based on LIBOR or prime plus a spread  determined  by the
     Company's  leverage  ratio  amounting  to 325 (LIBOR) or 200 (prime)  basis
     points at  December  28,  2003.  The Term Loan is secured  by all  domestic
     inventory, receivables, equipment, real property, subsidiary stock (limited
     to 65% for foreign subsidiaries) and intellectual property.

     On July 22, 2003,  the Company  issued $115  million of 10% Senior  Secured
     Notes due August 1, 2010.  Proceeds  from this  offering  were used for the
     repayment in full of the Senior Second  Secured Term Loan ($66.8  million),
     the repurchase of $35.7 million of Senior  Subordinated Notes at a discount
     ($30.1  million),  the repayment of a portion of the outstanding  Revolving
     Credit  Facility  ($10.0  million),  the repayment of a portion of the Term
     Loan ($3.9 million), the payment of financing costs ($2.8 million), and the
     payment of accrued interest ($1.4 million).

     As noted  above,  the  Senior  Second  Secured  Term loan was repaid in its
     entirety on July 22, 2003. As a result of the repayment  occurring prior to
     the first anniversary of the loan, $1.1 million of accrued interest expense
     was  reversed in the second  quarter of fiscal 2004 and is  reflected  as a
     reduction of interest expense.

     The  redemption  of the 8 1/2%  Senior  Subordinated  Notes  occurred  at a
     discount  resulting in a $5.6 million pre-tax gain on early  extinguishment
     of debt.  As a result of the  repayment of the Senior  Second  Secured Term
     Loan and a portion of the Term Loan and 8 1/2% Senior  Subordinated  Notes,
     $4.9 million of pre-tax  deferred  financing costs were  written-off in the
     second  quarter of fiscal 2004.  The net effect of these two items,  a $0.7
     million pre-tax gain, is shown as part of other (income) and expense, net.

     The corresponding  credit  agreements  associated with the Revolving Credit
     Facility and the Term Loan place certain debt covenant  restrictions on the
     Company  including  certain  financial  requirements  and a restriction  on
     dividend payments.


                                     - 7 -

<PAGE>


     From time to time, the Company manages its debt portfolio by using interest
     rate swaps to achieve an overall  desired  position  of fixed and  floating
     rates.  In June  2001,  the  Company  entered  into an  interest  rate swap
     agreement  to  effectively  convert  $40 million of  variable-rate  debt to
     fixed-rate  debt,  which  matured  in June  2003.  This cash flow hedge was
     considered  effective  and the gain or loss on the change in fair value was
     reported in other comprehensive income, net of tax.

     Effective  August 4, 2003,  the Company  entered into an interest rate swap
     agreement  to  convert   $93.5   million  of   fixed-rate   debt  (10%)  to
     variable-rate  debt (LIBOR plus 578.2 basis points) through August 2008 and
     $57.5 million from August 2008 through August 2010. This interest rate swap
     was considered an ineffective  hedge and therefore the change in fair value
     was  recognized in income as a gain or loss. For the quarter ended December
     28, 2003,  approximately  $1.0 million was  recognized as other income as a
     result of changes in the fair value of the swap. The swap was terminated on
     January 22, 2004 at an additional pre-tax gain of $0.7 million.

5.   Upon the  adoption  of SFAS No.  142,  the  Company  recorded  a  one-time,
     non-cash  charge of $8,000,000 to reduce the carrying value of its goodwill
     as of April 1, 2002.  Such charge is reflected as a cumulative  effect of a
     change in accounting principle in the accompanying  consolidated  statement
     of  operations.  The  impairment  charge was  related  to the  Cranebuilder
     reporting unit in the Products  segment and the Univeyor  reporting unit in
     the Solutions segment. In relation to the initial adoption of SFAS No. 142,
     goodwill  was  allocated  among the  reporting  units so that  goodwill was
     allocated to the units that  benefited from the  acquisitions.  The Company
     will  record any future  impairment  charges as a  component  of  operating
     income.

6.   During  the third  quarter  of  fiscal  2004,  the  Company  continued  the
     implementation  of  its  Corporate-wide  reorganization  plan.  During  the
     quarter ended December 28, 2003, the Company recorded  restructuring  costs
     of $0.3 million related to these initiatives that included $0.2 million and
     $0.1 million related to the Products and Solutions segments,  respectively,
     and  stemmed  from  facility   costs  and  a  minor  amount  from  employee
     terminations. As of December 28, 2003, all of the terminations had occurred
     and the liability  consists of severance payments and costs associated with
     the  preparation  and  maintenance  of  non-operating  facilities  prior to
     disposal  which  were  accrued  prior  to the  adoption  of  SFAS  No.  146
     "Accounting  for  Costs  Associated  with  Exit  or  Disposal  Activities."
     Currently,  we anticipate that our restructuring  charges for the remainder
     of fiscal 2004 related to these plans to be between $0.2 and $0.5  million.
     The Company has several facilities being completely closed and prepared for
     disposal; one of which is expected to be completed in the fourth quarter of
     fiscal 2004;  one,  which is currently  being used, in the first quarter of
     fiscal 2005; and another in the second half of Fiscal 2005.

     The following table provides a  reconciliation  of the activity  related to
     restructuring  reserves,  segregated  by year and  between  employee  costs
     ("employee") and facility closure related costs ("facility"):

<TABLE>
<CAPTION>
                                      FISCAL 2002            FISCAL 2003             FISCAL 2004
                                      -----------            -----------             -----------
                                       FACILITY        EMPLOYEE        FACILITY        EMPLOYEE         TOTAL
                                       ------------------------------------------------------------------------
<S>                                    <C>             <C>             <C>             <C>             <C>
   Reserve at March 31, 2003           $    360        $    922        $  1,049        $      -        $  2,331
   Fiscal 2004 first quarter
      restructuring charges........           -              41              97             663             801
   Cash payments...................         (33)           (416)           (345)           (277)         (1,071)
                                       ------------------------------------------------------------------------
   Reserve at June 29, 2003........         327             547             801             386           2,061
                                       ------------------------------------------------------------------------
   Fiscal 2004 second quarter
      restructuring charges........           -              43               8             523             574
   Cash payments...................         (44)           (293)           (109)           (699)         (1,145)
                                       ------------------------------------------------------------------------
   Reserve at September 28, 2003...         283             297             700             210           1,490
                                       ------------------------------------------------------------------------
   Fiscal 2004 third quarter
      restructuring charges........           -              12             245              18             275
   Cash payments...................         (40)           (216)           (134)           (151)           (541)
                                       ------------------------------------------------------------------------
   Reserve at December 28, 2003        $    243        $     93        $    811        $     77        $  1,224
                                       ========================================================================
</TABLE>

                                     - 8 -

<PAGE>


7.   Income tax expense as a percentage  of income before income tax expense was
     46.8%,  24.6%,  43.7% and 48.6% in the fiscal  2004 and 2003  quarters  and
     nine-month   periods  ended  December  28,  2003  and  December  29,  2002,
     respectively.  The  percentages  vary from the U.S.  statutory  rate due to
     jurisdictional mix and the existence of losses at certain  subsidiaries for
     which no benefit has been recorded.


8.   The  following  table  sets  forth the  computation  of basic  and  diluted
     earnings per share:

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED              NINE MONTHS ENDED
                                                            ------------------              -----------------
                                                       DECEMBER 28,    DECEMBER 29,    DECEMBER 28,    DECEMBER 29,
                                                           2003            2002            2003            2002
                                                           ----            ----            ----            ----

     Numerator for basic and diluted earnings per share:
<S>                                                      <C>             <C>             <C>             <C>
       Net income (loss)                                 $    705        $ (2,473)       $  2,704        $ (5.959)
                                                         ========        ========        ========        ========
     Denominators:
       Weighted-average common stock outstanding -
           denominator for basic EPS                       14,558          14,502          14,549          14,489

       Effect of dilutive employee stock options                -               -               -               -
                                                         --------        --------        --------        --------
       Adjusted weighted-average common stock
          outstanding and assumed conversions -
          denominator for diluted EPS                      14,558          14,502           14,549         14,489
                                                         ========        ========         ========        =======
</TABLE>


9.   As a result of the way the Company  manages the  business,  its  reportable
     segments are strategic  business  units that offer  products with different
     characteristics.   The  most  defining  characteristic  is  the  extent  of
     customized  engineering  required on a per-order  basis.  In addition,  the
     segments  serve  different  customer  bases  through  differing  methods of
     distribution.  The  Company  has  two  reportable  segments:  Products  and
     Solutions.  The Company's  Products  segment sells hoists,  cranes,  chain,
     forged  attachments,  and other material handling  products  principally to
     third party distributors  through diverse distribution  channels,  and to a
     lesser extent directly to manufacturers and other end-users.  The Solutions
     segment  sells  engineered  material  handling  systems such as  conveyors,
     manipulators,  and lift  tables  primarily  to  end-users  in the  consumer
     products,  manufacturing,  warehousing, and, to a lesser extent, the steel,
     construction,  automotive, and other industrial markets. Intersegment sales
     are not significant.  The Company evaluates  performance based on operating
     income  of  the   respective   business  units  prior  to  the  effects  of
     restructuring charges and amortization.


                                     - 9 -

<PAGE>



     Segment  information  as of and for the nine months ended December 28, 2003
     and December 29, 2002, is as follows:

<TABLE>
<CAPTION>
                                                                              NINE MONTHS ENDED DECEMBER 28, 2003
                                                                              -----------------------------------
                                                                        PRODUCTS           SOLUTIONS            TOTAL
                                                                       -----------        -----------        -----------
<S>                                                                    <C>                <C>                <C>
     Sales to external customers......................                 $   283,052        $    40,360        $   323,412
     Operating income before restructuring
        charges and amortization......................                      22,280               (246)            22,034
     Depreciation and amortization....................                       7,122                857              7,979
     Total assets.....................................                     449,883             32,756            482,639

                                                                              NINE MONTHS ENDED DECEMBER 29, 2002
                                                                              -----------------------------------
                                                                        PRODUCTS           SOLUTIONS            TOTAL
                                                                       -----------        -----------        -----------
     Sales to external customers......................                 $   286,295        $    48,218        $   334,513
     Operating income before restructuring
        charges and amortization......................                      26,531                730             27,261
     Depreciation and amortization....................                       7,701                769              8,470
     Total assets.....................................                     449,348             37,196            486,544

</TABLE>


     The following schedule provides a reconciliation of operating income before
     restructuring  charges and amortization  with income from operations before
     income tax expense and cumulative effect of accounting change:

<TABLE>
<CAPTION>
                                                                                      NINE MONTHS ENDED
                                                                                      -----------------
                                                                             DECEMBER 28,           DECEMBER 29,
                                                                                 2003                   2002
                                                                                 ----                   ----
        Operating income before restructuring
<S>                                                                           <C>                    <C>
           charges and amortization.....................................      $    22,034            $    27,261
        Restructuring charges...........................................           (1,650)                  (840)
        Amortization of intangibles.....................................             (300)                  (400)
        Interest and debt expense.......................................          (21,940)               (23,371)
        Other income and (expense), net.................................            6,659                  1,319
                                                                              -----------            -----------
        Income from operations before income tax expense
           and cumulative effect of accounting change...................      $     4,803            $     3,969
                                                                              ===========            ===========
</TABLE>


                                     - 10 -

<PAGE>



10.  The  summary   financial   information   of  the  parent,   guarantors  and
     nonguarantors of the 8.5% senior  subordinated notes and 10% senior secured
     notes is as follows:

<TABLE>
<CAPTION>

                                                      Parent     Guarantors  Nonguarantors  Eliminations  Consolidated
                                                   -------------------------------------------------------------------
AS OF DECEMBER 28, 2003
Current assets:
<S>                                                <C>           <C>           <C>           <C>           <C>
 Cash and cash equivalents                         $   (1,324)   $    1,356    $    3,030    $        -    $    3,062
 Trade accounts receivable and unbilled revenues       51,734            69        36,078             -        87,881
 Inventories                                           35,463        18,944        22,695          (972)       76,130
 Other current assets                                   9,561           911         5,930             -        16,402
                                                   -------------------------------------------------------------------
  Total current assets                                 95,434        21,280        67,733          (972)      183,475
 Property, plant, and equipment, net                   29,301        13,588        19,475             -        62,364
 Goodwill and other intangibles, net                   97,076        57,362        39,768             -       194,206
 Intercompany                                          48,262       (64,033)      (56,223)       71,994             -
 Other assets                                          57,772       208,064        23,462      (246,704)       42,594
                                                   -------------------------------------------------------------------
  Total assets                                     $  327,845    $  236,261    $   94,215    $ (175,682)   $  482,639
                                                   ===================================================================

Current liabilities                                $   48,456    $   11,874    $   30,267    $   (2,921)   $   87,676
 Long-term debt, less current portion                 285,441             -           906             -       286,347
 Other non-current liabilities                          6,987        12,579        24,430             -        43,996
                                                   -------------------------------------------------------------------
  Total liabilities                                   340,884        24,453        55,603        (2,921)      418,019

Shareholders' equity                                  (13,039)      211,808        38,612      (172,761)       64,620
                                                   -------------------------------------------------------------------
  Total liabilities and shareholders' equity       $  327,845    $  236,261    $   94,215    $ (175,682)   $  482,639
                                                   ===================================================================



FOR THE NINE MONTHS ENDED DECEMBER 28, 2003
Net sales                                          $  163,616    $   82,464     $  92,257    $  (14,925)   $  323,412
Cost of products sold                                 125,659        67,764        69,391       (14,925)      247,889
                                                   -------------------------------------------------------------------
Gross profit                                           37,957        14,700        22,866             -        75,523
                                                   -------------------------------------------------------------------
Selling, general and administrative expenses           25,334         9,278        18,877             -        53,489
Restructuring charges                                   1,184             -           466             -         1,650
Amortization of intangibles                               180             2           118             -           300
                                                   -------------------------------------------------------------------
                                                       26,698         9,280        19,461             -        55,439
                                                   -------------------------------------------------------------------
Income from operations                                 11,259         5,420         3,405             -        20,084
Interest and debt expense                              21,343             7           590             -        21,940
Other (income) and expense, net                        (2,077)       (5,626)       (1,337)        2,381        (6,659)
                                                   -------------------------------------------------------------------
(Loss) income before income tax
     (benefit) expense                                 (8,007)       11,039         4,152        (2,381)        4,803
Income tax (benefit) expense                           (2,962)        3,570         1,491             -         2,099
                                                   -------------------------------------------------------------------
Net (loss) income                                  $   (5,045)   $    7,469    $    2,661    $  (2,381)   $     2,704
                                                   ===================================================================


                                     - 11 -


<PAGE>



                                                      Parent     Guarantors  Nonguarantors  Eliminations  Consolidated
                                                   -------------------------------------------------------------------
FOR THE NINE MONTHS ENDED DECEMBER 28, 2003
OPERATING ACTIVITIES:
Net cash provided by (used in) operating
   activities                                      $    8,717    $   (1,499)   $   12,812    $   (2,381)   $   17,649
                                                   -------------------------------------------------------------------

INVESTING ACTIVITIES:
Purchase of marketable securities, net                      -             -          (530)            -          (530)
Capital expenditures, net                              (2,214)         (403)         (479)            -        (3,096)
Other                                                       -         3,767             -             -         3,767
                                                   -------------------------------------------------------------------
Net cash (used in) provided by investing
   activities                                          (2,214)        3,364        (1,009)            -           141
                                                   -------------------------------------------------------------------

FINANCING ACTIVITIES:
Net (payments) borrowings under revolving
     line-of-credit agreements                         (4,407)            -         1,304             -        (3,103)
Repayment of debt                                    (114,647)            -       (10,617)            -      (125,264)
Proceeds from issuance of long-term debt              115,000             -             -             -       115,000
Other                                                  (3,746)            -        (2,555)        2,381        (3,920)
                                                   -------------------------------------------------------------------
Net cash used in financing activities                  (7,800)            -       (11,868)        2,381       (17,287)
EFFECT OF EXCHANGE RATE CHANGES ON CASH                   (84)          311           389             -           616
                                                   -------------------------------------------------------------------
Net change in cash and cash equivalents                (1,381)        2,176           324             -         1,119
Cash and cash equivalents at beginning of period           57          (820)        2,706             -         1,943
                                                   -------------------------------------------------------------------
Cash and cash equivalents at end of period         $   (1,324)   $    1,356    $    3,030    $        -    $    3,062
                                                   ===================================================================


AS OF DECEMBER 29, 2002
Current assets:
 Cash and cash equivalents                         $    2,159    $     (935)   $    4,645    $        -    $    5,869
 Trade accounts receivable and unbilled revenues       54,254         2,916        25,339             -        82,509
 Inventories                                           43,674        20,854        27,820          (972)       91,376
 Net assets held for sale                               2,300             -             -             -         2,300
 Other current assets                                   6,594        (1,411)        5,094             -        10,277
                                                   -------------------------------------------------------------------
  Total current assets                                108,981        21,424        62,898          (972)      192,331
 Property, plant, and equipment, net                   32,768        16,648        18,021             -        67,437
 Goodwill and other intangibles, net                   32,312       121,047        45,944             -       199,303
 Intercompany                                         105,582      (130,273)      (44,521)       69,212             -
 Other assets                                         180,071       156,992        20,797      (330,387)       27,473
                                                   -------------------------------------------------------------------
  Total assets                                     $  459,714     $ 185,838    $  103,139    $ (262,147)   $  486,544
                                                   ===================================================================

Current liabilities                                $   27,130     $   9,192    $   25,025    $   (5,703)   $   55,644
 Long-term debt, less current portion                 314,100             -        16,860             -       330,960
 Other non-current liabilities                         (4,222)       11,252        22,520             -        29,550
                                                   -------------------------------------------------------------------
  Total liabilities                                   337,008        20,444        64,405        (5,703)      416,154

Shareholders' equity                                  122,706       165,394        38,734      (256,444)       70,390
                                                   -------------------------------------------------------------------
  Total liabilities and shareholders' equity       $  459,714     $ 185,838    $  103,139    $ (262,147)   $  486,544
                                                   ===================================================================


                                     - 12 -


<PAGE>

                                                      Parent     Guarantors  Nonguarantors  Eliminations  Consolidated
                                                   -------------------------------------------------------------------
FOR THE NINE MONTHS ENDED DECEMBER 29, 2002
Net sales                                          $  171,014    $   92,329    $   84,995    $  (13,825)   $  334,513
Cost of products sold                                 126,770        76,306        64,737       (13,802)      254,011
                                                   -------------------------------------------------------------------
Gross profit                                           44,244        16,023        20,258           (23)       80,502
                                                   -------------------------------------------------------------------
Selling, general and administrative expenses           27,534         9,788        15,919             -        53,241
Restructuring charges                                       -             -           840             -           840
Amortization of intangibles                               178             2           220             -           400
                                                   -------------------------------------------------------------------
                                                       27,712         9,790        16,979             -        54,481
                                                   -------------------------------------------------------------------
Income from operations                                 16,532         6,233         3,279           (23)       26,021
Interest and debt expense                              22,839           122           410             -        23,371
Other (income) and expense, net                          (443)         (246)         (630)            -        (1,319)
                                                   -------------------------------------------------------------------
(Loss) income before income tax
     (benefit) expense                                 (5,864)        6,357         3,499           (23)        3,969
Income tax (benefit) expense                           (1,638)        2,557         1,018            (9)        1,928
                                                   -------------------------------------------------------------------
Net (loss) income before cumulative effect of
     accounting change                                 (4,226)        3,800         2,481           (14)        2,041
Income (loss) from discontinued operations              1,278        (1,278)            -             -             -
Cumulative effect of change in
     accounting principle                                   -        (1,930)       (6,070)            -        (8,000)
                                                   -------------------------------------------------------------------
Net (loss) income                                  $   (2,948)   $      592    $   (3,589)   $      (14)   $   (5,959)
                                                   ===================================================================


FOR THE NINE MONTHS ENDED DECEMBER 29, 2002
OPERATING ACTIVITIES:
Net cash provided by (used in) operating
   activities                                      $   19,194    $   (5,721)   $  (15,955)   $        -    $   (2,482)
                                                   -------------------------------------------------------------------
INVESTING ACTIVITIES:
Purchase of marketable securities, net                      -             -         1,221             -         1,221
Capital expenditures                                   (1,427)         (411)       (1,785)            -        (3,623)
Proceeds from sale of business                              -        15,950             -             -        15,950
Other                                                       -         1,990             -             -         1,990
                                                   -------------------------------------------------------------------
Net cash (used in) provided by investing
   activities                                          (1,427)       17,529          (564)            -        15,538
                                                   -------------------------------------------------------------------
FINANCING ACTIVITIES:
Net (payments) borrowings under revolving
  line-of-credit agreements                           (16,334)      (11,551)       15,931             -       (11,954)
Repayment of debt                                        (535)            -        (1,140)            -        (1,675)
Other                                                  (6,756)            -          (365)            -        (7,121)
                                                   -------------------------------------------------------------------
Net cash used in financing activities                 (23,625)      (11,551)       14,426             -       (20,750)
EFFECT OF EXCHANGE RATE CHANGES ON CASH                    (7)            5            (7)            -            (9)
                                                   -------------------------------------------------------------------
Net cash used in continuing operations                 (5,865)          262        (2,100)            -        (7,703)
NET CASH PROVIDED BY DISCONTINUED OPERATIONS                -           504             -             -           504
                                                   -------------------------------------------------------------------
Net change in cash and cash equivalents                (5,865)          766        (2,100)            -        (7,199)
Cash and cash equivalents at beginning of period        8,024        (1,701)        6,745             -        13,068
                                                   -------------------------------------------------------------------
Cash and cash equivalents at end of period         $    2,159    $     (935)   $    4,645    $        -    $    5,869
                                                   ===================================================================
</TABLE>


                                     - 13 -

<PAGE>



Item 2.              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION
                (AMOUNTS IN THOUSANDS UNLESS OTHERWISE SPECIFIED)


EXECUTIVE OVERVIEW

We are a leading manufacturer and marketer of hoists, cranes, chain,  conveyors,
material  handling  systems,  lift  tables and  component  parts  serving a wide
variety of  commercial  and  industrial  end  markets.  Our products are used to
efficiently and ergonomically  move, lift, position or secure objects and loads.
Our Products segment sells a wide variety of powered and manually  operated wire
rope and chain hoists,  industrial crane systems,  chain, hooks and attachments,
actuators and rotary unions.  They are sold,  domestically and  internationally,
principally to third party distributors through diverse  distribution  channels,
and  to  a  lesser  extent  directly  to  manufacturers   and  other  end-users.
Distribution  channels  include general  distributors,  specialty  distributors,
crane   end   users,   service-after-sale   distributors,   original   equipment
manufacturers  (OEMs),  government,  consumer  and  international  general  line
distributors.   Our  Solutions  segment  designs,   manufactures,  and  installs
application-specific  material  handling  systems and solutions for end-users to
improve work station and  facility-wide  work flow.  Sales from that segment are
concentrated,  domestically  and  internationally  (primarily  Europe),  in  the
consumer  products,  manufacturing,  warehousing  and, to a lesser  extent,  the
steel, construction, automotive and other industrial markets.

Many of the U.S.  industrial  sectors  that we serve have been  impacted by soft
economic conditions since mid-1998. These conditions deteriorated  significantly
in our fiscal 2001 fourth  quarter and  continued to decline  throughout  fiscal
2002 and most of fiscal 2003, impacting our net sales and financial performance.
After reaching a historical high of $609.2 million in fiscal 2000, our net sales
declined 3.8% to $586.2  million in fiscal 2001,  and further by 18.1% to $480.0
million in fiscal  2002 and by an  additional  5.6% to $453.3  million in fiscal
2003,  primarily  due to this  downturn in the  business  cycle.  Despite  these
economic conditions and their impact on our operating results, we maintained our
leading market share,  generated  positive cash flow from  operations and repaid
$6.4 million,  $59.7 million and $34.5 million of debt in fiscal 2001,  2002 and
2003,  respectively.  Our positive cash flow was favorably  impacted by our lean
manufacturing   efforts,   which  began  in  fiscal  2002.   These  efforts  are
fundamentally  changing our  manufacturing  processes,  resulting in significant
inventory reductions and improving on-time delivery and productivity.

We are  cautiously  optimistic  that the economic  environment as it impacts our
Company  may be  stabilizing.  We monitor  such  indicators  as U.S.  Industrial
Capacity  Utilization  and  Industrial   Production  which  have  been  steadily
increasing,  albeit  modestly,  since July 2003 or so,  following a "double dip"
recession. We sell our products to a cross-section of business sectors, spanning
the breadth of primarily the industrial  contributors to the U.S. gross domestic
product,  which are  impacted  by these  indicators  in varying  degrees  and at
various points in a business cycle. We will continue to monitor these indicators
to assess the impact on our future  business.  In  addition,  to enhance  future
revenue  opportunities,  we are  increasing  our sales and marketing  efforts in
international markets and investing in new products and services.

We have also been  continuing  the  integration  activities  of our  acquisition
strategy,  which over the last three  years have been  focused on  facility  and
product  rationalization.  This has resulted in thirteen  facility  closures and
consolidation  of numerous  product lines.  We continue to focus efforts on cash
generation  to repay  debt.  As  previously  reported,  we have been  undergoing
possible  divestiture of several  less-strategic  businesses,  including many of
those within our Solutions  segment as well as some within our Products segment.
Furthermore,  we are selling real  properties  that  resulted  from our facility
rationalization projects. These divestitures may result in gains or losses.

                                     - 14 -

<PAGE>


On the cost side we,  like many  companies  have been  challenged  over the past
several years with  significantly  increased  costs for fringe  benefits such as
health insurance,  workers compensation insurance and pension.  Combined,  those
benefits will cost us almost $30 million this year and we work  diligently  with
our  advisors  to balance  cost  control  with the need to  provide  competitive
benefits  packages  for our  associates.  Another  cost  area of  focus is steel
pricing. We utilize approximately $15-$20 million of steel annually in a variety
of forms  including rod,  wire,  bar,  structural and others.  With increases in
worldwide  demand for steel,  we most likely will  experience  increases  in our
costs in the near term that we will continue to monitor.


RESULTS OF OPERATIONS

THREE MONTHS AND NINE MONTHS ENDED DECEMBER 28, 2003 AND DECEMBER 29, 2002
Net sales in the fiscal  2004-quarter ended December 28, 2003 were $110,253,  up
$2,869 or 2.7% from the fiscal 2003 quarter ended  December 29, 2002.  Net sales
for the nine months ended December 28, 2003 were $323,412, a decrease of $11,101
or 3.3% from the nine months  ended  December  29,  2002.  Sales in the Products
segment  increased  by $5,047  or 5.5%  from the  previous  year's  quarter  and
decreased $3,243 or 1.1% from the previous year's  nine-month period then ended.
While  translation  of foreign  currencies,  particularly  the Euro and Canadian
dollar,  into U.S. dollars  contributed $3.3 million toward the Products segment
increase in sales for the quarter,  local  currency  sales also  increased  $1.7
million perhaps evidencing some economic  stability.  Products segment sales for
the fiscal 2004 nine-months were impacted by the prior quarters' softness in all
industrial  markets   (particularly   domestically),   offset  by  $8.5  million
attributable  to translation of foreign  currencies,  particularly  the Euro and
Canadian dollar,  into U.S.  dollars.  Sales in the Solutions  segment decreased
13.7% or $2,178 for the quarter  and 16.3% or $7,858 for the nine  months  ended
December  28,  2003 when  compared to the same  periods in the prior  year.  The
decreases  in this  segment  are  primarily  due to  continued  softness in both
domestic  (nine-month period) and international  (quarter and nine-month period)
industrial  markets and the  divestiture of a subsidiary on March 31, 2003 ($2.0
million  for the  quarter  and $5.5  million  for the  nine-month  period  ended
December 29, 2002, respectively), offset by an increase of $1.2 million and $3.6
million  attributable  to  translation  of the Euro  into U.S.  dollars  for the
quarter and nine-month  period ended December 28, 2003,  respectively.  Sales in
the segments are summarized as follows:

<TABLE>
<CAPTION>
                                 THREE MONTHS ENDED                             NINE MONTHS ENDED
                                 ------------------                             -----------------
                       DEC. 28,    DEC. 29,          CHANGE          DEC.  28,   DEC. 29,          CHANGE
                         2003        2002      AMOUNT       %          2003        2002      AMOUNT       %
                         ----        ----      ------       -          ----        ----      ------       -
<S>                   <C>         <C>         <C>        <C>        <C>         <C>         <C>        <C>
Products              $  96,524   $  91,477   $  5,047     5.5      $ 283,052   $ 286,295   $ (3,243)   (1.1)
Solutions                13,729      15,907     (2,178)  (13.7)        40,360      48,218     (7,858)  (16.3)
                      ---------   ---------   --------              ---------   ---------   --------
Net sales             $ 110,253   $ 107,384   $  2,869     2.7      $ 323,412   $ 334,513   $(11,101)   (3.3)
                      =========   =========   ========              =========   =========   ========
</TABLE>


Gross profits and gross profit  margins by operating  segment are  summarized as
follows:

<TABLE>
<CAPTION>
                                     THREE MONTHS ENDED                        NINE MONTHS ENDED
                                     ------------------                        -----------------
                              DEC. 28, 2003      DEC. 29, 2002         DEC. 28, 2003      DEC. 29, 2002
                              -------------      -------------         -------------      -------------
                                 $         %        $         %           $         %        $         %
                                ---       ---      ---       ---         ---       ---      ---       ---
<S>                          <C>         <C>    <C>         <C>       <C>         <C>    <C>         <C>
Products                     $  22,791   23.6   $  24,285   26.5      $  70,164   24.8   $  73,383   25.6
Solutions                        1,767   12.9       2,014   12.7          5,359   13.3       7,119   14.8
                             ---------          ---------             ---------          ---------
   Total Gross Profit        $  24,558   22.3   $  26,299   24.5      $  75,523   23.4   $  80,502   24.1
                             =========          =========             =========          =========
</TABLE>

                                     - 15 -

<PAGE>


The decline of gross profit margins in the Products  segment is the result of an
adjustment to increase  product  liability  reserves as  actuarially  determined
during  the third  quarter  of FY04  ($2.4  million)  offset  partially  by cost
containment  activities.  The  decrease  in the  gross  profit  margin  for  the
Solutions segment for the nine-month period ended December 28, 2003 is primarily
the result of a shift in sales mix to larger integrated solutions projects which
typically  carry lower gross profit margins and the impact of a divestiture of a
relatively small subsidiary on March 31, 2003.

Selling expenses were $11,942,  $12,033, $35,400, and $35,018 in the fiscal 2004
and 2003  quarters  and the  nine-month  periods then ended,  respectively.  The
changes in expense dollars were impacted by translation  from changes in foreign
exchange  rates ($0.7  million and $1.7  million for the quarter and  nine-month
period  ended  December  28,  2003,  respectively),  offset  partially  by  cost
containment  activities.  As a percentage  of  consolidated  net sales,  selling
expenses  were  10.8%,  11.2%,  10.9%,  and  10.5% in the  fiscal  2004 and 2003
quarters and the nine-month periods then ended, respectively.

General and administrative expenses were $6,610, $5,281, $18,089, and $18,223 in
the  fiscal  2004 and 2003  quarters  and the  nine-month  periods  then  ended,
respectively.  The  comparable  quarterly  increase in expense is primarily  the
result of a reduction in product  liability  expense ($1.1 million)  recorded in
the third quarter of fiscal 2003 by the Company's captive insurance company as a
result  of  realized  losses  in  its  investment  portfolio.  The  fiscal  2004
nine-month  data is higher  than the  prior  year by $0.5  million  for the same
reason, but offset by cost containment.  Foreign currency  translation into U.S.
dollars resulted in a $0.3 million and $0.9 million increase for the quarter and
nine-month  periods,  respectively.  As a percentage of consolidated  net sales,
general and administrative expenses were 6.0%, 4.9%, 5.6% and 5.4% in the fiscal
2004 and 2003 quarters and the nine-month periods then ended, respectively.  The
percentages for the quarter were impacted by the reasons outlined above.

During  the  third   quarter  of  fiscal  2004,   the  Company   continued   the
implementation of its  Corporate-wide  reorganization  plan. During the quarter,
the  Company  recorded  restructuring  costs of $0.3  million  related  to these
initiatives  that included $0.2 million and $0.1 million related to the Products
and Solutions  segments,  respectively,  and stemmed from  facility  costs and a
minor amount from  employee  terminations.  As of December 28, 2003,  all of the
terminations had occurred and the liability  consists of severance  payments and
costs   associated  with  the  preparation  and  maintenance  of   non-operating
facilities  prior to disposal  which were accrued  prior to the adoption of SFAS
No. 146  "Accounting  for Costs  Associated  with Exit or Disposal  Activities".
Currently,  we anticipate  that our  restructuring  charges for the remainder of
fiscal 2004  related to these  plans to be between  $0.2 and $0.5  million.  The
Company  has  several  facilities  being  completely  closed  and  prepared  for
disposal;  one of which is expected  to be  completed  in the fourth  quarter of
fiscal 2004;  one, which is currently being used, in the first quarter of fiscal
2005; and another in the second half of Fiscal 2005.

Interest and debt expense was $6,538, $8,887, $21,940, and $23,371 in the fiscal
2004 and 2003 quarters and the nine-month periods then ended, respectively.  The
fluctuations in interest  expense are  significantly  impacted by changes in the
various credit facilities in place during the periods, described as follows. The
Company  renegotiated  its senior credit facility in November of 2002, a portion
of which was  subsequently  replaced  by the July 2003 10% Senior  Secured  Note
offering.  The  Company's  pre-November  2002  senior  credit  facility  had  an
approximate  effective  interest  rate of 5.5%.  The $70 million  Senior  Second
Secured Term Loan facility in place from November 22, 2002 through July 22, 2003
had an effective  interest rate of approximately  13.8%. The $115 million Senior
Secured notes placed on July 22, 2003 have an interest rate of 10.0%.  Effective
August 4, 2003,  the Company  entered  into an interest  rate swap  agreement to
convert $93.5 million of fixed-rate debt (10%) to variable-rate debt (LIBOR plus
578.2  basis  points)  through  August 2008 and $57.5  million  from August 2008
through  August 2010.  The fiscal 2004  quarterly  decrease is the result of the
lower average  effective  interest rate (7.2% versus 11.0%),  lower debt levels,
and the write-off of deferred  financing  costs of $1.2 million  relating to the
prior  senior  credit  facility in the quarter  ended  December  29,  2002.  The
decrease in the  nine-month  period ended December 28, 2003 is the result of the
reversal of previously  accrued  deferred  interest expense ($1.1 million) under
the $70 million Senior Second Secured Term Loan facility and the decreasing debt
levels offset by a slightly  higher  average  interest  rate. As a percentage of
consolidated net sales, interest and debt expense was 5.9%, 8.3%, 6.8%, and 7.0%
in the fiscal 2004 and 2003  quarters  and the  nine-month  periods  then ended,
respectively.

                                     - 16 -

<PAGE>

Other (income) and expense, net was ($2,212),  $2,399, ($6,659), and ($1,319) in
the  fiscal  2004 and 2003  quarters  and the  nine-month  periods  then  ended,
respectively.  The current quarter income consists  primarily of $1.1 million of
realized gains on investments  within the Company's  captive  insurance  company
portfolio  and $1.0  million  from the change in the fair value of the  interest
rate swap.  This compares to the same quarter of the prior year which  consisted
primarily of $1.7 million in write-downs of investments for other than temporary
losses and $1.2 million of realized  losses on investments  within the Company's
captive  insurance  company  portfolio.  The current year  nine-month  period is
mainly comprised of a $3.3 million gain on the sale of real estate, $1.5 million
of investment income from the Company's  captive  insurance  company  portfolio,
$1.0 million from the change in the fair value of the interest rate swap,  and a
net $0.7 million consisting of a $5.6 million gain from the early extinguishment
of debt offset by the $4.9 million deferred financing cost write-off  associated
with  extinguished  debt.  This compares  primarily to income of $0.5 million of
investment income from the Company's captive insurance company portfolio for the
nine-month period ended December 29, 2002.

Income tax  expense as a  percentage  of income  before  income tax  expense was
46.8%,  24.6%,  43.7%,  and 48.6% in the fiscal 2004 and 2003  quarters  and the
nine-month  periods then ended,  respectively.  The  percentages for fiscal 2004
vary from the U.S. statutory rate due to jurisdictional mix and the existence of
losses at certain subsidiaries for which no benefit has been recorded.


LIQUIDITY AND CAPITAL RESOURCES

On November 21, 2002,  the Company  refinanced  its credit  facilities.  The new
arrangement  consisted of a Revolving Credit Facility, a Term Loan, and a Senior
Second  Secured Term Loan.  The Revolving  Credit  Facility  currently  provides
availability up to a maximum of $50 million.  At December 28, 2003, $5.5 million
was  outstanding  for borrowings  and the unused portion  totaled $23.2 million.
Interest is payable at varying  Eurodollar  rates based on LIBOR or prime plus a
spread  determined by the Company's  leverage ratio  amounting to 275 (LIBOR) or
150 (prime)  basis  points,  respectively,  at December 28, 2003.  The Revolving
Credit Facility is secured by all domestic  inventory,  receivables,  equipment,
real property,  subsidiary stock (limited to 65% for foreign  subsidiaries)  and
intellectual property.

At December 28,  2003,  the Term Loan has a balance of  $8,321,000  and requires
quarterly payments of $500,000.  Interest is payable at varying Eurodollar rates
based on LIBOR or prime plus a spread determined by the Company's leverage ratio
amounting to 325 (LIBOR) or 200 (prime)  basis points at December 28, 2003.  The
Term Loan is secured by all domestic  inventory,  receivables,  equipment,  real
property,  subsidiary  stock  (limited  to 65%  for  foreign  subsidiaries)  and
intellectual property.

On July 22, 2003,  the Company  issued $115 million of 10% Senior  Secured Notes
due August 1, 2010.  Proceeds  from this offering were used for the repayment in
full of the Senior Second Secured Term Loan ($66.8  million),  the repurchase of
$35.7 million of Senior  Subordinated  Notes at a discount ($30.1 million),  the
repayment  of a portion of the  outstanding  Revolving  Credit  Facility  ($10.0
million),  the  repayment  of a portion  of the Term Loan  ($3.9  million),  the
payment of financing costs ($2.8 million),  and the payment of accrued  interest
($1.4 million).

As noted above,  the Senior Second  Secured Term loan was repaid in its entirety
on July 22,  2003.  As a result of the  repayment  occurring  prior to the first
anniversary of the loan, $1.1 million of accrued  interest  expense was reversed
in the second quarter of fiscal 2004 and is reflected as a reduction of interest
expense.

The  redemption of the 8 1/2% Senior  Subordinated  Notes occurred at a discount
resulting in a $5.6 million pre-tax gain on early  extinguishment  of debt. As a
result of the repayment of the Senior Second  Secured Term Loan and a portion of
the Term Loan and 8 1/2%  Senior  Subordinated  Notes,  $4.9  million of pre-tax
deferred  financing costs were written-off in the second quarter of fiscal 2004.
The net effect of these two items, a $0.7 million pre-tax gain, is shown as part
of other (income) and expense, net.


                                     - 17 -

<PAGE>

The  corresponding  credit  agreements  associated  with  the  Revolving  Credit
Facility  and the Term Loan place  certain  debt  covenant  restrictions  on the
Company including  certain financial  requirements and a restriction on dividend
payments.

From time to time, the Company manages its debt portfolio by using interest rate
swaps to achieve an overall  desired  position of fixed and floating  rates.  In
June  2001,  the  Company  entered  into an  interest  rate  swap  agreement  to
effectively  convert $40 million of variable-rate debt to fixed-rate debt, which
matured in June 2003. This cash flow hedge was considered effective and the gain
or loss on the change in fair value was reported in other comprehensive  income,
net of tax.

Effective  August 4,  2003,  the  Company  entered  into an  interest  rate swap
agreement to convert  $93.5 million of  fixed-rate  debt (10%) to  variable-rate
debt (LIBOR plus 578.2 basis points)  through August 2008 and $57.5 million from
August 2008 through  August 2010.  This  interest  rate swap was  considered  an
ineffective  hedge and  therefore  the  change in fair value was  recognized  in
income as a gain or loss. For the quarter ended December 28, 2003, approximately
$1.0 million was  recognized  as other income as a result of changes in the fair
value of the swap.  The swap was terminated on January 22, 2004 at an additional
pre-tax gain of $0.7 million.

We believe  that our cash on hand,  cash flows from  operations,  and  borrowing
capacity  under our  Revolving  Credit  Facility  will be sufficient to fund our
ongoing  operations  and  budgeted  capital  expenditures  for at least the next
twelve  months.  This belief is dependent  upon a steady  economy and successful
execution of our current  business plan which is focused on cash  generation for
debt  repayment.  The business plan includes  continued  implementation  of lean
manufacturing, facility rationalization projects, possible divestiture of excess
facilities  and  certain  non-strategic  operations,  new  product  development,
international  market  expansion,  and  improving  working  capital  components,
including inventory reductions.

Net cash provided by operating  activities was $17,649 for the nine months ended
December 28, 2003  compared to net cash used in operating  activities  of $2,482
for the nine months ended  December 29, 2002.  The  difference of $20,131 is due
primarily to favorable  changes in net working capital  components  particularly
inventories  ($3.5  million),  accounts  payable ($7.4  million) and accrued and
non-current  liabilities  ($19.6  million),  offset by an unfavorable  change in
other assets ($5.3 million).

Net cash  provided by  investing  activities  was $141 for the nine months ended
December  28, 2003  compared to $15,538 for the nine months  ended  December 29,
2002 as a result of the $16.0 million of proceeds from the sale of ASI, a former
subsidiary, in fiscal 2003.

Net cash used in  financing  activities  was $17,287  for the nine months  ended
December  28, 2003  compared to $20,750 for the nine months  ended  December 29,
2002. The cash generated from operations in fiscal 2004 was used to pay debt and
deferred  financing costs. Debt repayment and the payment of deferred  financing
costs in fiscal 2003 was  accomplished via proceeds from the sale of ASI and the
use of cash on hand.


CAPITAL EXPENDITURES

In addition to keeping its current equipment and plants properly maintained, the
Company is committed to replacing, enhancing, and upgrading its property, plant,
and  equipment  to reduce  production  costs,  increase  flexibility  to respond
effectively to market fluctuations and changes, meet environmental requirements,
enhance safety, and promote  ergonomically  correct work stations.  Consolidated
capital  expenditures  for the nine months ended  December 28, 2003 and December
29, 2002 were $3,096 and $3,623, respectively.


                                     - 18 -

<PAGE>

INFLATION AND OTHER MARKET CONDITIONS

The  Company's  costs are affected by  inflation  in the U.S.  economy and, to a
lesser extent, in foreign economies including those of Europe,  Canada,  Mexico,
and the Pacific Rim. The Company does not believe that general inflation has had
a material effect on results of operations over the periods presented  primarily
due to overall low inflation levels over the periods and because the Company has
generally  been able to pass on rising costs through price  increases.  However,
employee benefit costs such as health insurance, workers compensation insurance,
pensions  as well  as  energy  and  business  insurance  have  exceeded  general
inflation  levels in recent years. In the future,  we may be further affected by
inflation that we may not be able to pass on as price increases.


SEASONALITY AND QUARTERLY RESULTS

Quarterly  results may be  materially  affected by the timing of large  customer
orders,  by periods of high vacation and holiday  concentrations,  by the timing
and extent of restructuring  projects,  and by acquisitions and the magnitude of
acquisition  costs.  Therefore,  the operating results for any particular fiscal
quarter are not  necessarily  indicative  of results for any  subsequent  fiscal
quarter or for the full fiscal year.


SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report may include  "forward-looking  statements" within the meaning of the
Private Securities  Litigation Reform Act of 1995. Such statements involve known
and unknown risks,  uncertainties  and other factors that could cause the actual
results of the  Company  to differ  materially  from the  results  expressed  or
implied by such statements,  including general economic and business conditions,
conditions  affecting the industries served by the Company and its subsidiaries,
conditions affecting the Company's customers and suppliers, competitor responses
to the Company's  products and services,  the overall market  acceptance of such
products  and  services,  the  integration  of  acquisitions  and other  factors
disclosed  in  the  Company's   periodic  reports  filed  with  the  Commission.
Consequently such forward-looking statements should be regarded as the Company's
current  plans,  estimates  and  beliefs.  The Company  does not  undertake  and
specifically  declines  any  obligation  to publicly  release the results of any
revisions to these  forward-looking  statements  that may be made to reflect any
future events or  circumstances  after the date of such statements or to reflect
the occurrence of anticipated or unanticipated events.



Item 3.    Quantitative and Qualitative Disclosures About Market Risk

From time to time, the Company manages its debt portfolio by using interest rate
swaps to  achieve an  overall  desired  position  of fixed and  floating  rates.
Effective  August 4,  2003,  the  Company  entered  into an  interest  rate swap
agreement to convert  $93.5 million of  fixed-rate  debt (10%) to  variable-rate
debt (LIBOR plus 578.2 basis points)  through August 2008 and $57.5 million from
August 2008  through  August  2010.  The interest  rate swap was  terminated  on
January 22, 2004.

Like most industrial manufacturers,  the Company is involved in asbestos-related
litigation. In continually evaluating its estimated asbestos-related  liability,
the  Company  reviews,  among other  things,  the  incidence  of past and recent
claims, the historical case dismissal rate, the mix of the claimed illnesses and
occupations  of the  plaintiffs,  its recent and  historical  resolution  of the
cases,  the number of cases  pending  against  it,  the  status  and  results of
broad-based settlement discussions,  and the number of years such activity might
continue. Based on this review, the Company has estimated its share of liability
to defend and resolve  probable  asbestos-related  personal injury claims.  This
estimate is highly  uncertain due to the  limitations  of the available data and
the difficulty of forecasting with any certainty the numerous variables that can
affect  the range of the  liability.  The  Company  will  continue  to study the
variables in light of additional  information  in order to identify  trends that
may become  evident and to assess their impact on the range of liability that is
probable and estimable.

                                     - 19 -

<PAGE>

The Company's estimation of its asbestos-related  liability that is probable and
estimable  through  2012 ranges from $2.8 million to $4.0 million as of December
28, 2003. The range of probable and estimable liability reflects  uncertainty in
the number of future  claims  that will be filed and the cost to  resolve  those
claims, which may be influenced by a number of factors, including the outcome of
the ongoing broad-based settlement negotiations,  defensive strategies,  and the
cost to resolve claims outside the broad-based  settlement program.  The Company
has  concluded  that no amount  within that range is more likely than any other,
and  therefore  has  reflected  $3.0 million as a liability in the  consolidated
financial   statements  in  accordance   with  generally   accepted   accounting
principles. The recorded liability does not consider the impact of any potential
favorable federal legislation such as the "FAIR Act". Of this amount, management
expects to incur asbestos  liability payments of approximately $0.2 million over
the next 12 months.  Because  payment of the  liability is likely to extend over
many years,  management believes that the potential  additional costs for claims
will not have a material  after-tax  effect on the  financial  condition  of the
Company  or its  liquidity,  although  the net  after-tax  effect of any  future
liabilities recorded could be material to earnings in a future period.

There have been no other material changes in the reported market risks since the
end of Fiscal 2003.



Item 4.    Disclosure Controls and Procedures

As of December 28, 2003, an evaluation was performed  under the  supervision and
with  the  participation  of  the  Company's  management,  including  the  chief
executive  officer and chief  financial  officer,  of the  effectiveness  of the
design and operation of the Company's disclosure controls and procedures.  Based
on that  evaluation,  the Company's  management,  including the chief  executive
officer and chief  financial  officer,  concluded that the Company's  disclosure
controls and procedures were effective as of December 28, 2003.  There have been
no significant  changes in the Company's  internal  controls or in other factors
that could  significantly  affect internal  controls  subsequent to December 28,
2003.




















                                     - 20 -

<PAGE>

PART II. OTHER INFORMATION

Item 1.    Legal Proceedings - none.

Item 2.    Changes in Securities - none.

Item 3.    Defaults upon Senior Securities - none.

Item 4.    Submission of Matters to a Vote of Security Holders - none.

Item 5.    Other Information - none.

Item 6.    Exhibits and Reports on Form 8-K

   (a)     Exhibits:

           Exhibit 10.1     Second  Amended  and  Restated  Credit  and Security
                            Agreement  dated as of November 21, 2002 and amended
                            and  restated  as of January 2, 2004 among  Columbus
                            McKinnon Corporation,  as Borrower, Larco Industrial
                            Services  Ltd.,   Columbus  McKinnon  Limited,   the
                            Guarantors  Named  Herein,  the Lenders Party Hereto
                            From Time to Time,  Fleet  Capital  Corporation,  as
                            Administrative   Agent,   Fleet  National  Bank,  as
                            Issuing  Lender,   Congress  Financial   Corporation
                            (Central), Syndication Agent, Merrill Lynch Capital,
                            a  Division  of  Merrill  Lynch  Business  Financial
                            Services  Inc., as  Documentation  Agent,  and Fleet
                            Securities, Inc., as Arranger dated January 2, 2004.

           Exhibit 10.2     Amendment   No.  11   to   the   Columbus   McKinnon
                            Corporation Employee Stock Ownership Plan as Amended
                            and Restated as of April 1, 1989, dated December 19,
                            2003.

           Exhibit 10.3     Amendment  No. 8 to the 1998 Plan Restatement of the
                            Columbus  McKinnon  Corporation  Thrift 401(k) Plan,
                            dated December 19, 2003.

           Exhibit 31.1     Certification of Chief Executive Officer pursuant to
                            Rule  13a-14(a)/15d-14(a) of the Securities Exchange
                            Act of 1934;  as adopted  pursuant to Section 302 of
                            the Sarbanes-Oxley Act of 2002.

           Exhibit 31.2     Certification of Chief Financial Officer pursuant to
                            Rule  13a-14(a)/15d-14(a) of the Securities Exchange
                            Act of 1934;  as adopted  pursuant to Section 302 of
                            the Sarbanes-Oxley Act of 2002.

           Exhibit 32       Certification pursuant to  18 U.S.C. Section 1350 as
                            adopted    pursuant    to   Section   906   of   the
                            Sarbanes-Oxley Act of 2002.

   (b) Reports on Form 8-K:

           On December 12, 2003,  the Company filed a Current Report on Form 8-K
           with  respect  to its  completion  of the  exchange  offer of its 10%
           Senior Secured Notes due 2010.

           On January 21, 2004,  the Company filed a Current  Report on Form 8-K
           with respect to its financial results for the third quarter of fiscal
           2004.

           On February 3, 2004,  the Company filed a Current Report on Form  8-K
           with respect to the sale of its Positech division.

                                     - 21 -

<PAGE>


                                   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.


                                         COLUMBUS MCKINNON CORPORATION
                                         -----------------------------------
                                         (Registrant)






Date: FEBRUARY 11, 2004                  /S/ ROBERT L. MONTGOMERY, JR.
      ------------------                 -----------------------------------
                                         Robert L. Montgomery, Jr.
                                         Executive Vice President and
                                           Chief Financial Officer (Principal
                                           Financial Officer)
































                                     - 22 -