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 October 2, 2005

                                       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): [X] Yes [ ] No

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). [ ] Yes [X] No

The number of shares of common  stock  outstanding  as of October  31, 2005 was:
15,250,272 shares.


<PAGE>


                                 FORM 10-Q INDEX
                          COLUMBUS MCKINNON CORPORATION
                                 OCTOBER 2, 2005


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

Item 1.    Condensed Consolidated Financial Statements (Unaudited)

           Condensed consolidated balance sheets -
              October 2, 2005 and March 31, 2005                              2

           Condensed consolidated statements of operations
              and retained earnings - Three months and six
              and October 3, 2004                                             3

           Condensed consolidated statements of cash flows -
              Six months ended October 2, 2005 and October 3, 2004            4

           Condensed consolidated statements of comprehensive income -
           Three months and six months ended October 2, 2005
              and October 3, 2004                                             5

           Notes to condensed consolidated financial statements -
              October 2, 2005                                                 6

Item 2.    Management's Discussion and Analysis of Results of
              Operations and Financial Condition                             16

Item 3.    Quantitative and Qualitative Disclosures About Market Risk        22

Item 4.    Disclosure Controls and Procedures                                22

PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings - none.                                         23

Item 2.    Unregistered Sales of Equity Securities and
               Use of Proceeds - none.                                       23

Item 3.    Defaults upon Senior Securities - none.                           23

Item 4.    Submission of Matters to a Vote of Security Holders               23

Item 5.    Other Information - none.                                         23

Item 6.    Exhibits and Reports on Form 8-K                                  23


                                     - 1 -
<PAGE>




PART I.     FINANCIAL INFORMATION

Item 1.     Condensed Consolidated Financial Statements (Unaudited)

                          COLUMBUS MCKINNON CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                 OCTOBER 2,         MARCH 31,
                                                    2005              2005
                                                 ----------        ----------
                                                 (UNAUDITED)        (AUDITED)
ASSETS:                                                 (IN THOUSANDS)
Current assets:
      Cash and cash equivalents                  $   42,535        $    9,479
      Trade accounts receivable                      86,026            88,974
      Unbilled revenues                              10,862             8,848
      Inventories                                    77,637            77,626
      Prepaid expenses                               14,317            14,198
                                                 ----------        ----------
Total current assets                                231,377           199,125
Property, plant, and equipment, net                  54,532            57,237
Goodwill and other intangibles, net                 186,732           187,285
Marketable securities                                25,165            24,615
Deferred taxes on income                              4,327             6,122
Other assets                                          6,635             6,487
                                                 ----------        ----------
Total assets                                     $  508,768        $  480,871
                                                 ==========        ==========

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
      Notes payable to banks                     $    3,318        $    4,839
      Trade accounts payable                         37,833            33,688
      Accrued liabilities                            51,955            51,962
      Restructuring reserve                             114               144
      Current portion of long-term debt                 195             5,819
                                                 ----------        ----------
Total current liabilities                            93,415            96,452
Senior debt, less current portion                   115,600           115,735
Subordinated debt                                   161,600           144,548
Other non-current liabilities                        44,751            42,369
                                                 ----------        ----------
Total liabilities                                   415,366           399,104
                                                 ----------        ----------
Shareholders' equity
      Common stock                                      152               149
      Additional paid-in capital                    106,795           104,078
      Retained earnings (accumulated deficit)         1,941            (8,644)
      ESOP debt guarantee                            (4,260)           (4,554)
      Unearned restricted stock                         (29)               (6)
      Accumulated other comprehensive loss          (11,197)           (9,256)
                                                 ----------        ----------
Total shareholders' equity                           93,402            81,767
                                                 ----------        ----------
Total liabilities and shareholders' equity       $  508,768        $  480,871
                                                 ==========        ==========

     SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.





                                     - 2 -
<PAGE>


<TABLE>
<CAPTION>

                          COLUMBUS MCKINNON CORPORATION
      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
                                   (UNAUDITED)



                                              THREE MONTHS ENDED         SIX MONTHS ENDED
                                              ------------------         ----------------
                                            OCTOBER 2,   OCTOBER 3,   OCTOBER 2,   OCTOBER 3,
                                               2005         2004         2005         2004
                                               ----         ----         ----         ----
                                                   (IN THOUSANDS, EXCEPT PER SHARE DATA)

<S>                                         <C>          <C>          <C>          <C>
Net sales                                   $ 134,712    $ 122,711    $ 275,589    $ 244,369
Cost of products sold                          99,554       92,768      203,888      182,975
                                            ---------    ---------    ---------    ---------
Gross profit                                   35,158       29,943       71,701       61,394
                                            ---------    ---------    ---------    ---------

Selling expenses                               13,080       12,270       26,738       24,970
General and administrative expenses             8,539        7,517       16,714       15,002
Restructuring charges                             211          184          237          217
Amortization of intangibles                        61           76          123          153
                                            ---------    ---------    ---------    ---------
                                               21,891       20,047       43,812       40,342
                                            ---------    ---------    ---------    ---------

Income from operations                         13,267        9,896       27,889       21,052
Interest and debt expense                       6,633        7,141       13,349       14,189
Other (income) and expense, net                 1,864         (607)       1,075         (589)
                                            ---------    ---------    ---------    ---------
Income from continuing operations before
   income tax expense                           4,770        3,362       13,465        7,452
Income tax expense                              1,721          982        3,308        1,710
                                            ---------    ---------    ---------    ---------
Income from continuing operations               3,049        2,380       10,157        5,742
Income from discontinued operations               214          214          428          214
                                            ---------    ---------    ---------    ---------
Net income                                      3,263        2,594       10,585        5,956
Accumulated deficit - beginning of period      (1,322)     (21,992)      (8,644)     (25,354)
                                            ---------    ---------    ---------    ---------
Retained earnings
   (accumulated deficit) - end of period    $   1,941    $ (19,398)   $   1,941    $ (19,398)
                                            =========    =========    =========    =========

Basic income per share:
   Income from continuing operations        $    0.21    $    0.17    $    0.69    $    0.40
   Income from discontinued operations           0.01         0.01         0.03         0.01
                                            ---------    ---------    ---------    ---------
   Net income                               $    0.22    $    0.18    $    0.72    $    0.41
                                            =========    =========    =========    =========

Diluted income per share:
   Income from continuing operations        $    0.20    $    0.17    $    0.67    $    0.40
   Income from discontinued operations           0.01         0.01         0.03         0.01
                                            ---------    ---------    ---------    ---------
   Net income                               $    0.21    $    0.18    $    0.70    $    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)
                                                                 SIX MONTHS ENDED
                                                                 ----------------
                                                             OCTOBER 2,   OCTOBER 3,
                                                                2005         2004
                                                             ----------   ----------
                                                                  (IN THOUSANDS)
OPERATING ACTIVITIES:
<S>                                                          <C>          <C>
Income from continuing operations                            $  10,157    $   5,742
Adjustments to reconcile income from
   continuing operations to net cash
   provided by (used in) operating activities:
     Depreciation and amortization                               4,651        4,652
     Deferred income taxes                                       1,795        1,275
     Gain on sale of real estate/investments                    (1,547)           -
     Loss on early retirement of 2008 bonds                      2,407            -
     Amortization/write-off of deferred financing costs          1,563          655
     Changes in operating assets and liabilities:
           Trade accounts receivable and unbilled revenues        (417)      (1,597)
           Inventories                                            (301)      (5,257)
           Prepaid expenses                                        (97)       1,342
           Other assets                                           (202)        (135)
           Trade accounts payable                                4,666       (4,718)
           Accrued and non-current liabilities                   1,487       (4,781)
                                                             ---------    ---------
Net cash provided by (used in) operating activities             24,162       (2,822)
                                                             ---------    ---------

INVESTING ACTIVITIES:
Sale of marketable securities, net                                 475        1,991
Capital expenditures                                            (3,761)      (1,948)
Proceeds from sale of facilities and surplus real estate         2,091            -
Net assets held for sale                                             -          300
                                                             ---------    ---------
Net cash (used in) provided by investing activities             (1,195)         343
                                                             ---------    ---------

FINANCING ACTIVITIES:
Proceeds from stock options exercised                            2,729            -
Net (payments) borrowings under revolving
     line-of-credit agreements                                  (1,110)       8,036
Repayment of debt                                             (126,953)      (7,173)
Proceeds from issuance of long-term debt                       136,000            -
Deferred financing costs incurred                               (1,566)         (11)
Other                                                              294          286
                                                             ---------    ---------
Net cash provided by financing activities                        9,394        1,138
EFFECT OF EXCHANGE RATE CHANGES ON CASH                            267          (91)
                                                             ---------    ---------
Net cash provided by (used in) continuing operations            32,628       (1,432)
NET CASH PROVIDED BY DISCONTINUED OPERATIONS                       428          214
                                                             ---------    ---------
Net change in cash and cash equivalents                         33,056       (1,218)
Cash and cash equivalents at beginning of period                 9,479       11,101
                                                             ---------    ---------
Cash and cash equivalents at end of period                   $  42,535    $   9,883
                                                             =========    =========
</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       SIX MONTHS ENDED
                                                  ------------------       ----------------
                                                OCTOBER 2,  OCTOBER 3,  OCTOBER 2,  OCTOBER 3,
                                                   2005        2004        2005        2004
                                                   ----        ----        ----        ----
                                                                (IN THOUSANDS)
<S>                                              <C>         <C>         <C>         <C>
Net income                                       $  3,263    $  2,594    $ 10,585    $  5,956
                                                 --------    --------    --------    --------
Other comprehensive income, net of tax:
   Foreign currency translation adjustments         1,171         945      (1,974)        938
   Unrealized gain (loss) on investments:
     Unrealized holding gains (losses) arising
       during the period                              653        (294)      1,024        (391)
     Reclassification adjustment for
       (gains) losses included in net income         (541)         (7)       (991)          9
                                                 --------    --------    --------    --------
                                                      112        (301)         33        (382)
                                                 --------    --------    --------    --------
Total other comprehensive income (loss)             1,283         644      (1,941)        556
                                                 --------    --------    --------    --------
Comprehensive income                             $  4,546    $  3,238    $  8,644    $  6,512
                                                 ========    ========    ========    ========
</TABLE>


     SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.













                                     - 5 -
<PAGE>



                          COLUMBUS MCKINNON CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
                                 OCTOBER 2, 2005

1.   DESCRIPTION OF BUSINESS

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with U.S.  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 October 2, 2005,  and the  results of its  operations  and its cash
flows for the three and  six-month  periods ended October 2, 2005 and October 3,
2004,  have been included.  Results for the period ended October 2, 2005 are not
necessarily  indicative  of the results  that may be expected for the year ended
March 31,  2006.  The balance  sheet at March 31, 2005 has been derived from the
audited  financial  statements  at that date,  but does not  include  all of the
information  and  footnotes  required  by  U.S.  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, 2005.

The  Company  is a  leading  manufacturer  and  marketer  of  material  handling
products,  systems and services which lift,  secure,  position and move material
ergonomically,  safely, precisely and efficiently.  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.   STOCK BASED COMPENSATION

The Company  has two  stock-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-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:





                                     - 6 -
<PAGE>


<TABLE>
<CAPTION>


                                                    THREE MONTHS ENDED          SIX MONTHS ENDED
                                                ---------------------------------------------------
                                                OCTOBER 2,     OCTOBER 3,   OCTOBER 2,    OCTOBER 3,
                                                    2005          2004         2005          2004
                                                ---------------------------------------------------
<S>                                             <C>            <C>          <C>           <C>
   Net income, as reported..................... $   3,263      $   2,594    $  10,585     $   5,956
   Deduct: Total stock-based employee
      compensation expense determined under
      fair value based method for all awards,
      net of related tax effects                     (233)          (183)        (579)         (369)
                                                ---------------------------------------------------
   Net income, pro forma....................... $   3,030      $   2,411   $   10,006     $   5,587
                                                ===================================================

   Basic income per share:
   As reported................................. $    0.22     $     0.18   $     0.72    $     0.41
                                                ===================================================
   Pro forma................................... $    0.20     $     0.17   $     0.68    $     0.38
                                                ===================================================

   Diluted income per share:
   As reported................................. $    0.21      $    0.18   $     0.70     $    0.41
                                                ===================================================
   Pro forma................................... $    0.20      $    0.16   $     0.66     $    0.38
                                                ===================================================
</TABLE>

During the first six months of fiscal  2006,  stock  options for 298,400  shares
were exercised resulting in proceeds to the Company of $2,729.

3.   INVENTORIES

Inventories consisted of the following:
                                                   OCTOBER 2,         MARCH 31,
                                                      2005              2005
                                                   ----------        ----------
At cost - FIFO basis:
Raw materials...................................   $   39,716        $   42,283
Work-in-process.................................       12,482            10,238
Finished goods..................................       36,392            35,800
                                                   ----------        ----------
                                                       88,590            88,321
LIFO cost less than FIFO cost...................      (10,953)          (10,695)
                                                   ----------        ----------
Net inventories.................................   $   77,637        $   77,626
                                                   ==========        ==========

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.   RESTRUCTURING CHARGES

During the first six-months of fiscal 2006, the Company  recorded  restructuring
costs of $237 for  severance and the  maintenance  of  non-operating  facilities
being held for sale which are  expensed  on an as incurred  basis in  accordance
with SFAS No.  146  "Accounting  for  Costs  Associated  with  Exit or  Disposal
Activities."  $186 and $51 of these  costs  are  related  to the  Solutions  and
Products  segments,  respectively.  The  fiscal  2006  second  quarter  employee
restructuring charges are related to the termination of several employees within
our  industrial  crane and conveyor  businesses.  The liability as of October 2,
2005 consists primarily of 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.



                                     - 7 -
<PAGE>

The  following  table  provides  a  reconciliation  of the  activity  related to
restructuring reserves:
<TABLE>
<CAPTION>

                                                               EMPLOYEE       FACILITY        TOTAL
                                                              ---------------------------------------
<S>                                                           <C>            <C>            <C>
    Reserve at March 31, 2005................................ $      16      $     128      $     144
    Fiscal 2006 first quarter restructuring charges..........         -             26             26
    Cash payments............................................       (13)           (35)           (48)
                                                              ---------------------------------------
    Reserve at July 3, 2005.................................. $       3      $     119      $     122
    Fiscal 2006 second quarter restructuring charges.........       178             33            211
    Cash payments............................................      (172)           (47)          (219)
                                                              ---------------------------------------
    Reserve at October 2, 2005............................... $       9      $     105      $     114
                                                              =======================================
</TABLE>

5.   NET PERIODIC BENEFIT COST

The following  table sets forth the components of net periodic  pension cost for
the Company's defined benefit pension plans:
<TABLE>
<CAPTION>

                                              THREE MONTHS ENDED         SIX MONTHS ENDED
                                              ------------------         ----------------
                                           OCTOBER 2,   OCTOBER 3,   OCTOBER 2,   OCTOBER 3,
                                              2005         2004         2005         2004
                                              ----         ----         ----         ----
<S>                                         <C>          <C>          <C>          <C>

      Service costs....................     $  1,088     $  1,190     $  2,176     $  2,380
      Interest cost....................        1,737        1,755        3,474        3,510
      Expected return on plan assets...       (1,654)      (1,645)      (3,308)      (3,290)
      Net amortization.................          508          495        1,016          990
                                            --------     --------     --------     --------
      Net periodic pension cost........     $  1,679     $  1,795     $  3,358     $  3,590
                                            ========     ========     ========     ========
</TABLE>

For additional information on the Company's defined benefit pension plans, refer
to  Note 11 in the  consolidated  financial  statements  and  footnotes  thereto
included in the  Company's  annual  report on Form 10-K for the year ended March
31, 2005.

The following  table sets forth the  components  of net periodic  postretirement
benefit cost for the Company's defined benefit postretirement plans:
<TABLE>
<CAPTION>

                                              THREE MONTHS ENDED         SIX MONTHS ENDED
                                              ------------------         ----------------
                                           OCTOBER 2,   OCTOBER 3,   OCTOBER 2,   OCTOBER 3,
                                              2005         2004         2005         2004
                                              ----         ----         ----         ----
<S>                                         <C>          <C>          <C>          <C>
      Service costs.....................    $      4     $      4     $      8     $      8
      Interest cost ....................         188          200          376          434
      Amortization of plan net losses...         101          105          202          251
                                            --------     --------     --------         ----

      Net periodic postretirement cost..    $    293     $    309     $    586     $    693
                                            ========     ========     ========     ========
</TABLE>

On  December  8,  2003,   Congress  passed  the  Medicare   Prescription   Drug,
Improvement,  and Modernization Act of 2003 ("Medicare Act"). In March 2004, the
FASB issued Staff Position No FAS 106-2 "Accounting and Disclosure  Requirements
Related to the Medicare  Prescription  Drug Improvement and Modernization Act of
2003 ("FSP No 106-2")," which provides accounting guidance on how to account for
the  effects  of  the  Medicare  Act  on   postretirement   plans  that  provide
prescription drug benefits.  The Medicare Act also requires certain  disclosures
regarding the effect of the subsidy provided by the Medicare Act.  Additionally,
FSP 106-2 provides two transition methods - retroactive to the date of enactment
or prospective from the date of adoption. The Company elected to adopt FAS 106-2
and apply the  prospective  transition  method in the  second  quarter of fiscal
2005. The accumulated post retirement benefit obligation decreased approximately
$2,200.

For  additional  information  on the Company's  defined  benefit  postretirement
benefit plans,  refer to Note 13 in the  consolidated  financial  statements and
footnotes  thereto  included in the Company's annual report on Form 10-K for the
year ended March 31, 2005.


                                     - 8 -
<PAGE>

6.   DEBT

On September 2, 2005, the Company issued $136,000 of 8 7/8% Senior  Subordinated
Notes (8 7/8%  Notes)  due  November  1,  2013.  Provisions  of the 8 7/8% Notes
include,  without  limitation,  restrictions on  indebtedness,  asset sales, and
dividends and other restricted  payments.  Until November 1, 2008, we may redeem
up to 35% of the  outstanding  notes at a redemption  price of 108.875% with the
proceeds of equity offerings, subject to certain restrictions.  The 8 7/8% Notes
are  redeemable  at the option of the  Company,  in whole or in part,  at prices
declining  annually  from the  Make-Whole  Price (as defined in the 8 7/8% Notes
agreement)  to 100% on and after  November 1, 2011.  In the event of a Change of
Control (as defined in the indenture for such notes),  each holder of the 8 7/8%
Notes may  require us to  repurchase  all or a portion  of such  holder's 8 7/8%
Notes at a purchase price equal to 101% of the principal  amount thereof.  The 8
7/8% Notes are guaranteed by certain  existing and future domestic  subsidiaries
and are not subject to any sinking fund requirements.

Proceeds from the 8 7/8% Notes were used for the repurchase of $116,775  million
of the 8 1/2% Senior  Subordinated  Notes.  The  repurchase  of the 8 1/2% Notes
occurred at a premium  resulting  in a pre-tax loss on early  extinguishment  of
debt of  $2,298.  As a result of the  repurchase  of the 8 1/2%  Notes,  $922 of
pre-tax  deferred  financing  costs and $110 of the original issue discount were
written-off in the second quarter of fiscal 2006. The net effect of these items,
a $3,330 pre-tax loss, is shown as part of other (income) and expense, net.

As of October 2, 2005, the Senior  Subordinated 8 1/2% Notes issued on March 31,
1998  amounted to $25,600.  On October 14, 2005,  all of the  outstanding 8 1/2%
Notes were repurchased with proceeds from the 8 7/8% Notes and cash on hand.


7.   INCOME TAXES

Income tax expense as a percentage of income from continuing  operations  before
income tax expense  was 36.1%,  29.2%,  24.6%,  and 22.9% in the fiscal 2006 and
2005 quarters and the  six-month  periods then ended,  respectively.  The fiscal
2006  and  2005  percentages  vary  from  the  U.S.  statutory  rate  due to the
utilization  of domestic net operating loss  carry-forwards  that had been fully
reserved and jurisdictional mix. Therefore, income tax expense primarily results
from non-U.S.  taxable income and state taxes on U.S. taxable income. The higher
effective  income tax rate in fiscal  2006  reflects  the  $3,330  loss on early
extinguishment of debt which reduced U.S. taxable income, but did not affect our
tax expense due to the existence of fully  reserved  U.S.  Federal net operating
loss carry-forwards.


8.   EARNINGS PER SHARE

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

<TABLE>
<CAPTION>

                                                          THREE MONTHS ENDED       SIX MONTHS ENDED
                                                          ------------------       ----------------
                                                        OCTOBER 2,  OCTOBER 3,  OCTOBER 2,  OCTOBER 3,
                                                           2005        2004        2005        2004
                                                           ----        ----       ----        ----
Numerator for basic and diluted earnings per share:
<S>                                                     <C>         <C>         <C>         <C>
  Net income                                            $  3,263    $  2,594    $ 10,585    $  5,956
                                                        ========    ========    ========    ========

Denominators:
  Weighted-average common stock outstanding -
     denominator for basic EPS                            14,845      14,585      14,757      14,581

  Effect of dilutive employee stock options                  586         215         470         117
                                                        --------    --------    --------    --------

  Adjusted weighted-average common stock
     outstanding and assumed conversions -
     denominator for diluted EPS                          15,431      14,800      15,227      14,698
                                                        ========    ========    ========    ========
</TABLE>


                                     - 9 -
<PAGE>



9.   BUSINESS SEGMENT INFORMATION

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, industrial cranes, chain, attachments, and other material handling
products  principally to third party distributors  through diverse  distribution
channels,  and to a lesser extent directly to end-users.  The Solutions  segment
sells  engineered  material  handling  systems such as conveyors 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.

Segment  information  as of and for the six  months  ended  October  2, 2005 and
October 3, 2004, is as follows:

                                        SIX MONTHS ENDED OCTOBER 2, 2005
                                        --------------------------------
                                       PRODUCTS    SOLUTIONS       TOTAL
                                       --------    ---------       -----
Sales to external customers........  $  244,555   $   31,034   $  275,589
Income from operations.............      26,820        1,069       27,889
Depreciation and amortization......       4,059          592        4,651
Total assets.......................     477,646       31,122      508,768

                                        SIX MONTHS ENDED OCTOBER 3, 2004
                                        --------------------------------
                                       PRODUCTS    SOLUTIONS       TOTAL
                                       --------    ---------       -----
Sales to external customers........  $  217,538   $   26,831   $  244,369
Income from operations.............      20,259          793       21,052
Depreciation and amortization......       4,176          476        4,652
Total assets.......................     442,152       29,967      472,119





                                     - 10 -
<PAGE>





10.  SUMMARY FINANCIAL INFORMATION

The  following  information  sets  forth  the  condensed  consolidating  summary
financial  information  of the parent and  guarantors,  which  guarantee the 10%
Senior Secured Notes, the 8 1/2% Senior Subordinated Notes and the 8 7/8% Senior
Subordinated  Notes, and the nonguarantors.  The guarantors are wholly owned and
the guarantees are full, unconditional, joint and several.
<TABLE>
<CAPTION>

                                                            Parent      Guarantors   Nonguarantors  Eliminations   Consolidated
                                                            -------------------------------------------------------------------
AS OF OCTOBER 2, 2005
Current assets:
<S>                                                       <C>            <C>            <C>            <C>            <C>
 Cash and cash equivalents                                $  26,423      $  (1,209)     $  17,321      $       -      $  42,535
 Trade accounts receivable and unbilled revenues             57,632            245         39,011              -         96,888
 Inventories                                                 33,979         19,880         26,155         (2,377)        77,637
 Other current assets                                         3,589            893          9,835              -         14,317
                                                          ---------------------------------------------------------------------
  Total current assets                                      121,623         19,809         92,322         (2,377)       231,377
 Property, plant, and equipment, net                         24,567         12,102         17,863              -         54,532
 Goodwill and other intangibles, net                         90,006         57,286         39,440              -        186,732
 Intercompany                                                98,943       (102,682)       (71,472)        75,211              -
 Other assets                                                53,769        197,864         24,689       (240,195)        36,127
                                                          ---------------------------------------------------------------------
  Total assets                                            $ 388,908      $ 184,379      $ 102,842      $(167,361)     $ 508,768
                                                          =====================================================================


Current liabilities                                       $  42,154      $  15,329      $  35,636      $     296      $  93,415
 Long-term debt, less current portion                       276,600              -            600              -        277,200
 Other non-current liabilities                                7,244          8,183         29,324              -         44,751
                                                          ---------------------------------------------------------------------
  Total liabilities                                         325,998         23,512         65,560            296        415,366

Shareholders' equity                                         62,910        160,867         37,282       (167,657)        93,402
                                                          ---------------------------------------------------------------------
  Total liabilities and shareholders' equity              $ 388,908      $ 184,379      $ 102,842      $(167,361)     $ 508,768
                                                          =====================================================================



FOR THE SIX MONTHS ENDED OCTOBER 2, 2005
Net sales                                                 $ 133,203      $  74,059      $  80,228      $ (11,901)     $ 275,589
Cost of products sold                                        99,422         55,921         59,041        (10,496)       203,888
                                                          ---------------------------------------------------------------------
Gross profit                                                 33,781         18,138         21,187         (1,405)        71,701
                                                          ---------------------------------------------------------------------
Selling, general and administrative expenses                 20,193          8,014         15,245              -         43,452
Restructuring charges                                           159              -             78              -            237
Amortization of intangibles                                      88              1             34              -            123
                                                          ---------------------------------------------------------------------
                                                             20,440          8,015         15,357              -         43,812
                                                          ---------------------------------------------------------------------
Income from operations                                       13,341         10,123          5,830         (1,405)        27,889
Interest and debt expense                                    10,929          2,254            166              -         13,349
Other (income) and expense, net                               2,904             28         (1,857)             -          1,075
                                                          ---------------------------------------------------------------------
(Loss) income before income tax expense                        (492)         7,841          7,521         (1,405)        13,465
Income tax expense                                              349            683          2,276              -          3,308
                                                          ---------------------------------------------------------------------
(Loss) income from continuing operations                       (841)         7,158          5,245         (1,405)        10,157
Income from discontinued operations                             428              -              -              -            428
                                                          ---------------------------------------------------------------------
Net (loss) income                                         $    (413)     $   7,158      $   5,245      $  (1,405)     $  10,585
                                                          =====================================================================






                                     - 11 -
<PAGE>




                                                             Parent     Guarantors   Nonguarantors  Eliminations   Consolidated
                                                          ---------------------------------------------------------------------
FOR THE SIX MONTHS ENDED OCTOBER 2, 2005
OPERATING ACTIVITIES:
Net cash provided by operating activities                 $   7,543      $   8,507      $   8,112      $       -      $  24,162
                                                          ---------------------------------------------------------------------

INVESTING ACTIVITIES:
Sale of marketable securities, net                                -              -            475              -            475
Capital expenditures                                         (2,030)          (644)        (1,087)             -         (3,761)
Proceeds from sale of facilities and surplus real
     estate                                                       -            468          1,623              -          2,091
                                                          ---------------------------------------------------------------------
Net cash (used in) provided by investing
     activities                                              (2,030)          (176)         1,011              -         (1,195)
                                                          ---------------------------------------------------------------------

FINANCING ACTIVITIES:
Proceeds from stock options exercised                         2,729              -              -              -          2,729
Net borrowings (payments) under revolving
     line-of-credit agreements                                  240              -         (1,350)             -         (1,110)
Repayment of debt                                          (126,831)             -           (122)             -       (126,953)
Proceeds from issuance of long-term debt                    136,000              -              -              -        136,000
Deferred financing costs incurred                            (1,566)             -              -              -         (1,566)
Dividends paid                                                8,854         (8,854)             -              -              -
Other                                                           294              -              -              -            294
                                                          ---------------------------------------------------------------------
Net cash provided by (used in) financing
     activities                                              19,720         (8,854)        (1,472)             -          9,394
EFFECT OF EXCHANGE RATE CHANGES ON CASH                        (257)            11            513              -            267
                                                          ---------------------------------------------------------------------
Cash provided by (used in) continuing operations             24,976           (512)         8,164              -         32,628
CASH PROVIDED BY DISCONTINUED OPERATIONS                        428              -              -              -            428
                                                          ---------------------------------------------------------------------
Net change in cash and cash equivalents                      25,404           (512)         8,164              -         33,056
Cash and cash equivalents at beginning of period              1,019           (697)         9,157              -          9,479
                                                          ---------------------------------------------------------------------
Cash and cash equivalents at end of period                $  26,423      $  (1,209)     $  17,321      $       -      $  42,535
                                                          =====================================================================




AS OF MARCH 31, 2005
Current assets:
 Cash and cash equivalents                                $   1,019      $    (697)     $   9,157      $       -      $   9,479
 Trade accounts receivable and unbilled revenues             57,707            197         39,918              -         97,822
 Inventories                                                 33,651         18,919         26,028           (972)        77,626
 Other current assets                                         7,297            973          5,928              -         14,198
                                                          ---------------------------------------------------------------------
  Total current assets                                       99,674         19,392         81,031           (972)       199,125
 Property, plant, and equipment, net                         25,107         12,847         19,283              -         57,237
 Goodwill and other intangibles, net                         90,027         57,287         39,971              -        187,285
 Intercompany                                                98,964       (102,189)       (70,216)        73,441              -
 Other assets                                                55,396        197,864         24,159       (240,195)        37,224
                                                          ---------------------------------------------------------------------
  Total assets                                            $ 369,168      $ 185,201      $  94,228      $(167,726)     $ 480,871
                                                          =====================================================================


Current liabilities                                       $  50,323      $  14,450      $  33,153      $  (1,474)     $  96,452
 Long-term debt, less current portion                       259,520              -            763              -        260,283
 Other non-current liabilities                                7,898          8,199         26,272              -         42,369
                                                          ---------------------------------------------------------------------
  Total liabilities                                         317,741         22,649         60,188         (1,474)       399,104

Shareholders' equity                                         51,427        162,552         34,040       (166,252)        81,767
                                                          ---------------------------------------------------------------------
  Total liabilities and shareholders' equity              $ 369,168      $ 185,201      $  94,228      $(167,726)     $ 480,871
                                                          =====================================================================


                                     - 12 -
<PAGE>

                                                             Parent     Guarantors   Nonguarantors  Eliminations   Consolidated
                                                          ---------------------------------------------------------------------

FOR THE SIX MONTHS ENDED OCTOBER 3, 2004
Net sales                                                 $ 119,552      $  68,243      $  68,656      $ (12,082)     $ 244,369
Cost of products sold                                        91,845         53,413         49,799        (12,082)       182,975
                                                          ---------------------------------------------------------------------
Gross profit                                                 27,707         14,830         18,857              -         61,394
Selling, general and administrative expenses                 15,833         10,326         13,813              -         39,972
Restructuring charges                                           217              -              -              -            217
Amortization of intangibles                                     118              1             34              -            153
                                                          ---------------------------------------------------------------------
                                                             16,168         10,327         13,847              -         40,342
                                                          ---------------------------------------------------------------------
Income from operations                                       11,539          4,503          5,010              -         21,052
Interest and debt expense                                    12,174          1,830            185              -         14,189
Other (income) and expense, net                                (726)           237           (100)             -           (589)
                                                          ---------------------------------------------------------------------
Income before income tax expense                                 91          2,436          4,925              -          7,452
Income tax expense                                              103            275          1,332              -          1,710
                                                          ---------------------------------------------------------------------
(Loss) income from continuing operations                        (12)         2,161          3,593              -          5,742
Income from discontinued operations                             214              -              -              -            214
                                                          ---------------------------------------------------------------------
Net income                                                $     202      $   2,161      $   3,593      $       -      $   5,956
                                                          =====================================================================



FOR THE SIX MONTHS ENDED OCTOBER 3, 2004
OPERATING ACTIVITIES:
Net cash (used in) provided by operating
     activities                                           $ (72,018)     $  67,369      $   1,827      $       -      $  (2,822)
                                                          ---------------------------------------------------------------------

INVESTING ACTIVITIES:
Sale of marketable securities, net                                -              -          1,991              -          1,991
Capital expenditures, net                                    (1,580)          (385)            17              -         (1,948)
Other                                                             -            300              -              -            300
                                                          ---------------------------------------------------------------------
Net cash (used in) provided by investing
     activities                                              (1,580)           (85)         2,008              -            343
                                                          ---------------------------------------------------------------------

FINANCING ACTIVITIES:
Net borrowings (payments) under revolving
     line-of-credit agreements                                8,468              -           (432)             -          8,036
Repayment of debt                                            (7,052)             -           (121)             -         (7,173)
Deferred financing costs incurred                               (11)             -              -              -            (11)
Dividends paid                                               68,000        (68,000)             -              -              -
Other                                                           286              -              -              -            286
                                                          ---------------------------------------------------------------------
Net cash provided by (used in) financing
     activities                                              69,691        (68,000)          (553)             -          1,138
EFFECT OF EXCHANGE RATE CHANGES ON CASH                         (34)            92           (149)             -            (91)
                                                          ---------------------------------------------------------------------
Cash (used in) provided by continuing operations             (3,941)          (624)         3,133              -         (1,432)
CASH PROVIDED BY DISCONTINUED OPERATIONS                        214              -              -              -            214
                                                          ---------------------------------------------------------------------
Net change in cash and cash equivalents                      (3,727)          (624)         3,133              -         (1,218)
Cash and cash equivalents at beginning of period              6,981           (329)         4,449              -         11,101
                                                          ---------------------------------------------------------------------
Cash and cash equivalents at end of period                $   3,254      $    (953)     $   7,582      $       -      $   9,883
                                                          =====================================================================
</TABLE>





                                     - 13 -
<PAGE>

11.  LOSS CONTINGENCIES

Like many industrial manufacturers,  the Company is involved in asbestos-related
litigation.   In  continually   evaluating   costs  relating  to  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.

Based on actuarial  information,  the Company has estimated its asbestos-related
aggregate  liability  through March 31, 2030 and March 31, 2081 to range between
$4,200 and $16,700 using actuarial  parameters of continued  claims for a period
of 25 to 76 years. The Company's  estimation of its  asbestos-related  aggregate
liability  that is probable and  estimable,  in accordance  with U.S.  generally
accepted accounting principles, is through March 31, 2031 and ranges from $4,200
to $5,500 as of October 2, 2005.  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. Based on the underlying actuarial  information,  the Company
has reflected $5,000 as a liability in the consolidated  financial statements in
accordance with U.S.  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  $250 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.


12.  NEW ACCOUNTING STANDARDS

In November 2004, the FASB issued SFAS No. 151, INVENTORY COSTS, as an amendment
to ARB No. 43,  Chapter 4,  INVENTORY  PRICING,  to clarify the  accounting  for
abnormal amounts of idle facility  expense,  freight,  handling costs and wasted
materials (spoilage).  This Statement requires that these items be recognized as
current-period charges and requires the allocation of fixed production overheads
to inventory  based on the normal  capacity of the production  facilities.  This
Statement  becomes  effective for inventory  costs incurred  during fiscal years
beginning  after June 15, 2005. The Company does not expect the adoption of SFAS
No.  151 to have a  material  impact  on the  Company's  consolidated  financial
statements.

In December 2004, the Financial  Accounting  Standards  Board (FASB) issued FASB
Statement No. 123 (revised 2004),  SHARE-BASED  PAYMENT,  which is a revision of
FASB  Statement No. 123,  ACCOUNTING  FOR  STOCK-BASED  COMPENSATION.  Statement
123(R)  supersedes APB Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEEs,
and amends  FASB  Statement  No. 95,  STATEMENT  OF CASH FLOWS.  Generally,  the
approach in Statement  123(R) is similar to the approach  described in Statement
123. However,  Statement 123(R) requires all share-based  payments to employees,
including  grants of employee  stock  options,  to be  recognized  in the income
statement  based on their  fair  values.  Pro forma  disclosure  is no longer an
alternative.

Statement 123(R) was to be adopted for interim or annual periods beginning after
June 15, 2005. On April 14th,  2005, the SEC announced that it would provide for
a phased-in  implementation  process for FASB statement No.  123(R).  The SEC is
requiring  that  registrants  adopt  statement  123(R)'s  fair  value  method of
accounting for share-based  payments to employees no later than the beginning of
the first fiscal year  beginning  after June 15, 2005. We expect to adopt 123(R)
in the first quarter of Fiscal 2007.  Statement  123(R) permits public companies
to adopt its requirements using one of two methods:

                                     - 14 -
<PAGE>

     1.   A  "modified   prospective"  method  in  which  compensation  cost  is
          recognized  beginning  with  the  effective  date  (a)  based  on  the
          requirements of Statement 123(R) for all share-based  payments granted
          after  the  effective  date  and  (b)  based  on the  requirements  of
          Statement  123(R) for all  share-based  payments  granted to employees
          prior to the effective date of Statement  123(R) that remain  unvested
          on the effective date.

     2.   A "modified  retrospective"  method which includes the requirements of
          the modified  prospective  method  described  above,  but also permits
          entities  to restate  based on  amounts  previously  recognized  under
          Statement  123 for  purposes of pro forma  disclosures  either (a) all
          prior periods  presented or (b) prior  interim  periods of the year of
          adoption.

The  Company  is still  evaluating  the  method  it plans to use when it  adopts
statement 123(R).

As permitted by Statement 123, the Company  currently  accounts for  share-based
payments to employees  using Opinion 25's  intrinsic  value method and, as such,
recognizes  no  compensation  cost  for  employee  stock  options.  Accordingly,
adoption  of  Statement  123(R)'s  fair value  method will have an impact on our
results of operations,  although it will have no impact on our overall financial
position.  The impact of adoption  of 123(R)  cannot be  predicted  at this time
because it will depend on levels of share based payments  granted in the future.
However,  had we adopted  Statement 123(R) in prior periods,  the impact of that
standard would have approximated the impact of statement 123 as described in the
disclosure  of pro  forma net  income  and  earnings  per share in Note 2 to our
condensed consolidated financial statements.


13.  SUBSEQUENT EVENT

On October 20, 2005,  the Company filed a Form S-3  registration  statement with
the Securities Exchange  Commission to potentially sell an additional  3,350,000
shares of its common stock. The number of shares being offered by the Company is
3,000,000  and 350,000 are being offered by a selling  shareholder.  The Company
will  not  receive  any  proceeds  from  the  sale  of  shares  by  the  selling
shareholder.  A portion of the proceeds received by the Company would be used to
redeem approximately $40.3 million principal amount of the Company's outstanding
Senior  Secured 10% Notes.  The balance of the proceeds  would be available  for
other  general  corporate  purposes  to advance its  strategy of global  growth,
including additional debt repayment, investments and acquisitions.







                                     - 15 -
<PAGE>



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

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-user 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.  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.

Founded  in 1875,  we have  grown to our  current  leadership  position  through
organic growth and the  acquisition of 14 businesses  between  February 1994 and
April 1999.  We have  developed  our leading  market  position over our 130-year
history by emphasizing  technological  innovation,  manufacturing excellence and
superior  after-sale  service.  In  addition,  the  acquisitions   significantly
broadened  our product  lines and services and  expanded our  geographic  reach,
end-user  markets  and  customer  base.  Integration  of the  operations  of the
acquired  businesses with our previously  existing  businesses is  substantially
complete.  Ongoing  integration  of  these  businesses  includes  improving  our
productivity,  further reducing our excess manufacturing  capacity and extending
our sales  activities to the European and Asian  marketplaces.  We are executing
those   initiatives   through   our   Lean   Manufacturing   efforts,   facility
rationalization  program, new product development and expanded sales activities.
Shareholder value will be enhanced through continued emphasis on the improvement
of  the  fundamentals  including  manufacturing  efficiency,  cost  containment,
efficient capital investment, and our markets and customers.

We  maintain a strong  domestic  market  share with  significant  leading  North
American  market  positions  in  hoists,  lifting  and sling  chain,  and forged
attachments.  To broaden our product  offering in markets where we have a strong
competitive  position as well as to facilitate  penetration  into new geographic
markets,  we  have  heightened  our new  product  development  activities.  This
includes development of hoist lines in accordance with international  standards,
to complement our current offering of hoist products designed in accordance with
U.S.  standards.  To further expand our global sales, we are introducing certain
of our products that  historically  have been  distributed only in North America
and also  introducing new products  through our existing  European  distribution
network. Furthermore, we are working to build a distribution network in China to
capture an  anticipated  growing demand for material  handling  products as that
economy continues to industrialize.  These investments in international  markets
and new products are part of our focus on our greatest opportunities for growth.
International  sales increased 20% from approximately  $82,000 to $98,000 during
the first six months of fiscal 2006 and  overall  sales  increased  13% over the
same period last year.  Management  believes that the growth rate of total sales
may moderate in future periods due to more difficult comparisons with our fiscal
2005 periods. In addition,  bookings have tapered to the mid-single digit growth
range. We monitor such indicators as U.S. Industrial Capacity Utilization, which
had been  increasing  since July 2003 but have more recently begun to stabilize.
In addition,  we continue to monitor the potential impact of global and domestic
trends,  including steel price fluctuations,  possibly rising interest rates and
uncertainty in some end-user markets around the globe.

Our  Lean   Manufacturing   efforts   continue  to   fundamentally   change  our
manufacturing  processes to be more  responsive  to customer  demand and improve
on-time  delivery  and  productivity.  From  2001 to  2004  under  our  facility
rationalization  program,  we  closed 13  facilities  and  consolidated  several
product lines, with potential opportunity for further  rationalization.  We have
been undergoing  assessments for possible divestiture of several  less-strategic
businesses.  Our manipulator and specialty  marine chain businesses were sold in
fiscal  2004 and two  others  remain as  possible  divestiture  candidates,  our
conveyor  business  which  comprises a majority of our  Solutions  segment and a
specialty  crane  business  within our Products  segment.  In furtherance of our
facility  rationalization  projects,  we  completed  the sale of several  excess
properties  at a gain of $3,700 and $556  during  fiscal  2005 and the first six
months of fiscal  2006,  respectively.  We will  continue to sell  surplus  real
estate resulting from our facility  rationalization projects and those sales may
result in gains or losses.

                                     - 16 -
<PAGE>

We keep a close watch on the costs for fringe benefits such as health insurance,
workers  compensation  insurance and pension.  Combined,  those benefits cost us
over $33,000 in fiscal 2005 and we work  diligently to balance cost control with
the need to provide  competitive  employee benefits packages for our associates.
Another cost area of focus is steel. We utilize approximately $30,000 to $35,000
of steel annually in a variety of forms including rod, wire, bar, structural and
others.  Increases  in our costs  have been  reflected  as price  increases  and
surcharges  to our  customers  and we  continue  to monitor  them.  The costs of
implementing  Sarbanes-Oxley internal control documentation and compliance had a
substantial impact on fiscal 2005 profitability and we are focused on minimizing
the  future  added  costs of  compliance.  We  continue  to  operate in a highly
competitive  business  environment in the markets and  geographies  served.  Our
performance  will be impacted by our ability to address a variety of  challenges
and  opportunities  in those markets and  geographies,  including trends towards
increased  utilization  of the global  labor force and the  expansion  of market
opportunities in Asia and other emerging  markets.  Based on current trends,  we
look forward to slowed growth over the remainder of fiscal 2006.

RESULTS OF OPERATIONS

THREE MONTHS AND SIX MONTHS ENDED OCTOBER 2, 2005 AND OCTOBER 3, 2004
Net sales in the fiscal 2006 quarter  ended  October 2, 2005 were  $134,712,  up
$12,001 or 9.8% from the fiscal 2005 quarter  ended  October 3, 2004.  Net sales
for the six months ended October 2, 2005 were  $275,589,  an increase of $31,220
or 12.8%  from the six months  ended  October  3,  2004.  Sales in the  Products
segment  increased  by $11,693 or 10.7% from the  previous  year's  quarter  and
$27,017 or 12.4% from the previous  year's  six-month  period then ended.  These
increases are due to the continued strength of the U.S. and European  industrial
markets,  as well as the impact of price  increases of $4,800 and $12,700 in the
quarter  and six months  ended  October 2, 2005,  respectively.  Translation  of
foreign currencies, particularly the Euro and Canadian dollar, into U.S. dollars
contributed  $700 and $2,000 toward the Products  segment  increase in sales for
the quarter and six-month  period ended October 2, 2005.  Sales in the Solutions
segment  increased  2.2% or $308 for the quarter and 15.7% or $4,203 for the six
months ended October 2, 2005 when compared to the same period in the prior year.
The  increase in this segment is primarily  due to  improvement  in our European
conveyor   business.   Translation  of  foreign  currencies  into  U.S.  dollars
contributed $200 and $800 toward the Solutions segment increase in sales for the
quarter  and  six-months  ended  October  2,  2005.  Sales in the  segments  are
summarized as follows:

<TABLE>
<CAPTION>

                                 THREE MONTHS ENDED                                SIX MONTHS ENDED
                                 ------------------                                ----------------
                      OCT. 2,      OCT. 3,           CHANGE          OCT. 2,     OCT. 3,           CHANGE
                       2005         2004        AMOUNT      %         2005        2004        AMOUNT      %
                    ----------   ----------    --------   ----     ----------   ---------    --------   ----
<S>                 <C>          <C>           <C>        <C>      <C>          <C>          <C>        <C>
Products            $  120,674   $  108,981    $ 11,693   10.7     $  244,555   $ 217,538    $ 27,017   12.4
Solutions               14,038       13,730         308    2.2         31,034      26,831       4,203   15.7
                    ----------   ----------    --------            ----------   ---------    --------
Net sales           $  134,712   $  122,711    $ 12,001    9.8     $  275,589   $ 244,369    $ 31,220   12.8
                    ==========   ==========    ========            ==========   =========    ========
</TABLE>


Gross profits and gross profit  margins by operating  segment are  summarized as
follows:
<TABLE>
<CAPTION>

                                      THREE MONTHS ENDED                              SIX MONTHS ENDED
                                      ------------------                              ----------------
                                OCT. 2, 2005        OCT. 3, 2004             OCT. 2, 2005         OCT. 3, 2004
                                ------------        ------------             ------------         ------------
                                  $       %           $       %                $       %             $       %
                                -----   -----       -----   -----            -----   -----         -----   -----
<S>                          <C>         <C>     <C>         <C>          <C>         <C>       <C>         <C>
Products                     $  32,665   27.1    $  27,805   25.5         $  66,885   27.3      $  57,050   26.2
Solutions                        2,493   17.8        2,138   15.6             4,816   15.5          4,344   16.2
                             ---------           ---------                ---------             ---------
Total Gross Profit           $  35,158   26.1    $  29,943   24.4         $  71,701   26.0      $  61,394   25.1
                             =========           =========                =========             =========
</TABLE>

The increase in the gross profit  margin for the Products  segment is the result
of product mix,  the  realization  of  operational  leverage at increased  sales
volumes and previous cost containment  activities.  The Solutions  segment gross
profit margin was impacted by product mix.

Selling expenses were $13,080,  $12,270, $26,738, and $24,970 in the fiscal 2006
and 2005  quarters  and the  six-month  periods  then ended,  respectively.  The
changes in expense dollars were impacted by increased  investment in new markets


                                     - 17 -
<PAGE>

($250 and $750 for the  quarter  and  six-month  period  ended  October 2, 2005,
respectively), translation from changes in foreign exchange rates ($100 and $300
for the quarter and six-month  period ended October 2, 2005,  respectively)  and
increased  variable  selling  costs as a result of  higher  sales  volume.  As a
percentage of consolidated net sales,  selling expenses were 9.7%, 10.0%,  9.7%,
and 10.2% in the fiscal 2006 and 2005  quarters and the  six-month  periods then
ended, respectively.

General and administrative expenses were $8,539, $7,517, $16,714, and $15,002 in
the  fiscal  2006  and 2005  quarters  and the  six-month  periods  then  ended,
respectively.  The  quarterly  increase  is  primarily  the result of  increased
salaries  and  fringe  benefits  ($200),  increased  bad debt  reserves  ($150),
severance  expenses ($300),  increased  support costs for our European  conveyor
business  ($125),  and  currency  translation  impact  ($100).  The fiscal  2006
six-month  data is higher  than the prior  year due to  increased  salaries  and
fringe benefits ($400),  increased bad debt reserves ($250),  severance expenses
($300),  increased support costs for our European conveyor business ($125),  and
currency  translation  impact ($100). As a percentage of consolidated net sales,
general and administrative expenses were 6.3%, 6.1%, 6.1% and 6.1% in the fiscal
2006 and 2005 quarters and the six-month periods then ended, respectively.

Restructuring  charges were $211,  $184,  $237,  and $217 in the fiscal 2006 and
2005 quarters and the six-month periods then ended, respectively.

Amortization  of intangibles was $61, $76, $123, and $153 in the fiscal 2006 and
2005 quarters and the six-month periods then ended, respectively.

Interest and debt expense was $6,633, $7,141, $13,349, and $14,189 in the fiscal
2006 and 2005 quarters and the six-month periods then ended, respectively. These
decreases are the result of lower debt levels.  As a percentage of  consolidated
net sales, interest and debt expense was 4.9%, 5.8%, 4.8% and 5.8% in the fiscal
2006 and 2005 quarters and the six-month periods then ended, respectively.

Other  (income) and expense,  net was $1,864,  $(607),  $1,075 and $(589) in the
fiscal  2006  and  2005   quarters  and  the   six-month   periods  then  ended,
respectively.  The 2006 quarter expense consisted  primarily of a $3,330 loss on
early  extinguishment  of debt,  offset by $691 of realized gains and investment
income on investments  within our captive insurance company  portfolio,  $556 of
gains on sales of real estate,  and $120 of interest income. The fiscal 2006 six
month expense  consisted  primarily of a $3,330 loss on early  extinguishment of
debt,  offset by $1,226 of realized gains and  investment  income on investments
within our captive insurance company  portfolio,  $554 of gains on sales of real
estate, and $240 of interest income. The fiscal 2005 income for both the quarter
and six-month period consisted primarily of $580 of interest income.

Income tax expense as a percentage of income from continuing  operations  before
income tax expense  was 36.1%,  29.2%,  24.6%,  and 22.9% in the fiscal 2006 and
2005 quarters and the  six-month  periods then ended,  respectively.  The fiscal
2006  and  2005  percentages  vary  from  the  U.S.  statutory  rate  due to the
utilization  of domestic net operating loss  carry-forwards  that had been fully
reserved  and  jurisdictional  mix.  Income tax expense  primarily  results from
non-U.S.  taxable  income and state  taxes on U.S.  taxable  income.  The higher
effective  income tax rate in fiscal  2006  reflects  the  $3,330  loss on early
extinguishment of debt which reduced U.S. taxable income, but did not affect our
tax expense due to the existence of fully  reserved  U.S.  Federal net operating
loss  carry-forwards.  We evaluate our estimated  annual effective tax rate each
quarter.  In light of the our continuing  improvement in the results of our U.S.
operations  during  fiscal  2005 and  2006,  we plan to  review  the  previously
established valuation reserves for our net deferred tax assets in more detail as
information becomes available.

LIQUIDITY AND CAPITAL RESOURCES

The Company's Revolving Credit Facility provides availability up to a maximum of
$65,000.  Underlying  collateral  at October 2, 2005  amounted to  $65,000.  The
unused  portion  totaled  $54,100,  net  of  outstanding  borrowings  of $0  and
outstanding  letters  of credit of  $10,900.  Interest  is  payable  at  varying
Eurodollar rates based on LIBOR or prime plus spreads determined by our leverage
ratio,  amounting to 175 or 50 basis points applied to each,  respectively.  The
Revolving  Credit  Facility is secured by all domestic  inventory,  receivables,


                                     - 18 -
<PAGE>

equipment,  real  property,   subsidiary  stock  (limited  to  65%  for  foreign
subsidiaries) and intellectual property.

On September 2, 2005, the Company issued $136,000 of 8 7/8% Senior  Subordinated
Notes (8 7/8%  Notes)  due  November  1,  2013.  Provisions  of the 8 7/8% Notes
include,  without  limitation,  restrictions on  indebtedness,  asset sales, and
dividends and other restricted  payments.  Until November 1, 2008, we may redeem
up to 35% of the  outstanding  notes at a redemption  price of 108.875% with the
proceeds of equity offerings, subject to certain restrictions.  The 8 7/8% Notes
are  redeemable  at the option of the  Company,  in whole or in part,  at prices
declining  annually  from the  Make-Whole  Price (as defined in the 8 7/8% Notes
agreement)  to 100% on and after  November 1, 2011.  In the event of a Change of
Control (as defined in the indenture for such notes),  each holder of the 8 7/8%
Notes may  require us to  repurchase  all or a portion  of such  holder's 8 7/8%
Notes at a purchase price equal to 101% of the principal  amount thereof.  The 8
7/8% Notes are guaranteed by certain  existing and future domestic  subsidiaries
and are not subject to any sinking fund requirements.

Proceeds from the 8 7/8% Notes were used for the repurchase of $116,775  million
of the 8 1/2% Senior  Subordinated  Notes.  The  repurchase  of the 8 1/2% Notes
occurred at a premium  resulting  in a pre-tax loss on early  extinguishment  of
debt of  $2,298.  As a result of the  repurchase  of the 8 1/2%  Notes,  $922 of
pre-tax  deferred  financing  costs and $110 of the original issue discount were
written-off in the second quarter of fiscal 2006. The net effect of these items,
a $3,330 pre-tax loss, is shown as part of other (income) and expense, net.

As of October 2, 2005, the Senior  Subordinated 8 1/2% Notes issued on March 31,
1998  amounted to $25,600.  On October 14, 2005,  all of the  outstanding 8 1/2%
Notes were repurchased with proceeds from the 8 7/8% Notes and cash on hand.

The Senior  Secured 10% Notes  issued on July 22, 2003  amounted to $115,000 and
are due August 1, 2010. Provisions of the 10% Notes include, without limitation,
restrictions on indebtedness,  restricted  payments,  asset and subsidiary stock
sales, liens, and other restricted transactions.  The 10% Notes are not entitled
to redemption at our option, prior to August 1, 2007 in the absence of an equity
offering. Until August 1, 2006, we may redeem up to 35% of the outstanding notes
at a redemption price of 110.0% with the proceeds of equity  offerings,  subject
to certain  restrictions.  On and after August 1, 2007,  they are  redeemable at
prices declining annually to 100% on and after August 1, 2009. In the event of a
Change of Control (as defined in the indenture  for such notes),  each holder of
the 10% Notes may require us to repurchase all or a portion of such holder's 10%
Notes at a purchase price equal to 101% of the principal amount thereof. The 10%
Notes are  secured by a  second-priority  interest  in all  domestic  inventory,
receivables,  equipment,  real  property,  subsidiary  stock (limited to 65% for
foreign subsidiaries) and intellectual property. The 10% Notes are guaranteed by
certain  existing and future  domestic  subsidiaries  and are not subject to any
sinking fund requirements.

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

We believe that our cash on hand, cash flows,  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,   divestiture  of  excess   facilities  and  certain
non-strategic operations,  improving working capital utilization, and new market
and new product development.

Net cash provided by operating  activities  was $24,162 for the six months ended
October 2, 2005  compared to $2,822  used in  operating  activities  for the six
months  ended  October 3, 2004.  The $26,984  increase is the result of a $4,415
increase  in  income  from  continuing  operations,   a  $3,330  loss  on  early
extinguishment   of  debt,  and  $20,282  of  changes  in  net  working  capital
components, primarily increased accounts payable and accrued liabilities, offset
by $1,547 of gains on the sale of real estate and investments.

Net cash used in  investing  activities  was  $1,195  for the six  months  ended
October 2, 2005  compared to $343 provided by investing  activities  for the six
months ended October 3, 2004. The $1,538  decrease was the result of an increase


                                     - 19 -
<PAGE>

in capital  expenditures  to $3,761 in fiscal 2006  compared to $1,948 in fiscal
2005, and a decrease in sales of marketable  equity securities to $475 in fiscal
2006  compared to $1,991 in fiscal 2005.  This  decrease was offset by $2,091 of
proceeds from sale of property in fiscal 2006.

Net cash  provided by financing  activities  was $9,394 for the six months ended
October 2, 2005 compared to $1,138 for the six months ended October 3, 2004. The
$8,256  change is the  result of an  increase  in debt of $7,937 in fiscal  2006
compared to $863 in fiscal  2005,  and $2,729 of proceeds  from the  exercise of
stock  options in fiscal 2006.  The increase was  partially  offset by $1,566 of
deferred financing costs incurred in association with our issuance of the 8 7/8%
Notes in fiscal 2006.

CAPITAL EXPENDITURES

In addition to keeping our current equipment and plants properly maintained,  we
are committed to replacing,  enhancing,  and upgrading our property,  plant, and
equipment to support new product development,  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 six  months  ended
October 2, 2005 and October 3, 2004 were $3,761 and $1,948, respectively. Higher
capital  expenditures  in the first half of fiscal 2006 included a concentration
of new product development and productivity improvement spending.

INFLATION AND OTHER MARKET CONDITIONS

Our 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. We do 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 such periods and the ability to generally  pass on rising
costs through price increases. However, we have been impacted by fluctuations in
steel  costs,  which vary by type of steel and we continue to monitor  them.  In
addition, employee benefits costs such as health insurance, workers compensation
insurance,  pensions  as well as energy and  business  insurance  have  exceeded
general inflation levels. We generally incorporate those cost increases into our
sales price increases as well as surcharges on certain products.  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,  periods of high  vacation  and  holiday  concentrations,  restructuring
charges and other costs  attributable to our facility  rationalization  program,
divestitures,  acquisitions  and the  magnitude of  rationalization  integration
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.

EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS

In  November  2004,  the FASB  issued  SFAS No.  151,  "Inventory  Costs," as an
amendment  to ARB No.  43,  Chapter  4,  "Inventory  Pricing,"  to  clarify  the
accounting  for abnormal  amounts of idle facility  expense,  freight,  handling
costs and wasted materials (spoilage).  This Statement requires that these items
be recognized  as  current-period  charges and requires the  allocation of fixed
production overheads to inventory based on the normal capacity of the production
facilities. This Statement becomes effective for inventory costs incurred during
fiscal years  beginning  after June 15,  2005.  We do not expect the adoption of
SFAS No. 151 to have a material impact on our consolidated financial statements.

In December 2004, the Financial  Accounting  Standards  Board (FASB) issued FASB
Statement No. 123 (revised 2004),  SHARE-BASED  PAYMENT,  which is a revision of
FASB  Statement No. 123,  ACCOUNTING  FOR  STOCK-BASED  COMPENSATION.  Statement
123(R)  supersedes APB Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEEs,
and amends  FASB  Statement  No. 95,  STATEMENT  OF CASH FLOWS.  Generally,  the
approach in Statement  123(R) is similar to the approach  described in Statement
123. However,  Statement 123(R) requires all share-based  payments to employees,


                                     - 20 -
<PAGE>

including  grants of employee  stock  options,  to be  recognized  in the income
statement  based on their  fair  values.  Pro forma  disclosure  is no longer an
alternative.

Statement 123(R) was to be adopted for interim or annual periods beginning after
June 15, 2005. On April 14th,  2005, the SEC announced that it would provide for
a phased-in  implementation  process for FASB statement No.  123(R).  The SEC is
requiring  that  registrants  adopt  statement  123(R)'s  fair  value  method of
accounting for share-based  payments to employees no later than the beginning of
the first fiscal year  beginning  after June 15, 2005. We expect to adopt 123(R)
in the first quarter of Fiscal 2007.  Statement  123(R) permits public companies
to adopt its requirements using one of two methods:

     1.   A  "modified   prospective"  method  in  which  compensation  cost  is
          recognized  beginning  with  the  effective  date  (a)  based  on  the
          requirements of Statement 123(R) for all share-based  payments granted
          after  the  effective  date  and  (b)  based  on the  requirements  of
          Statement  123(R) for all  share-based  payments  granted to employees
          prior to the effective date of Statement  123(R) that remain  unvested
          on the effective date.

     2.   A "modified  retrospective"  method which includes the requirements of
          the modified  prospective  method  described  above,  but also permits
          entities  to restate  based on  amounts  previously  recognized  under
          Statement  123 for  purposes of pro forma  disclosures  either (a) all
          prior periods  presented or (b) prior  interim  periods of the year of
          adoption.

We are  still  evaluating  the  method  we plans to use when we adopt  statement
123(R).

As permitted by Statement 123, we currently account for share-based  payments to
employees using Opinion 25's intrinsic  value method and, as such,  recognize no
compensation cost for employee stock options. Accordingly, adoption of Statement
123(R)'s  fair value  method will have an impact on our  results of  operations,
although it will have no impact on our overall financial position. The impact of
adoption of 123(R)  cannot be  predicted  at this time because it will depend on
levels of share based payments  granted in the future.  However,  had we adopted
Statement  123(R) in prior  periods,  the  impact of that  standard  would  have
approximated  the impact of statement 123 as described in the  disclosure of pro
forma net income and earnings per share in Note 2 to our condensed  consolidated
financial statements.

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 our actual
results  to differ  materially  from the  results  expressed  or implied by such
statements,  including  general  economic  and business  conditions,  conditions
affecting the industries served by us and our subsidiaries, conditions affecting
our customers and suppliers,  competitor responses to our products and services,
the overall market acceptance of such products and services,  the integration of
acquisitions and other factors  disclosed in our periodic reports filed with the
Commission.  Consequently such forward-looking  statements should be regarded as
our current plans,  estimates and beliefs.  We do 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.





                                     - 21 -
<PAGE>



Item 3.   Quantitative and Qualitative Disclosures About Market Risk


There have been no material  changes in the reported  market risks since the end
of Fiscal 2005.


Item 4.   Disclosure Controls and Procedures

As of October 2, 2005, an evaluation  was performed  under the  supervision  and
with  the  participation  of  the  Company's  management,  including  the  chief
executive officer and interim 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  interim  chief  financial  officer,  concluded  that the
Company's  disclosure  controls and  procedures  were effective as of October 2,
2005.  There were no  changes in the  Company's  internal  controls  or in other
factors during our second quarter ended October 2, 2005.





                                     - 22 -
<PAGE>



PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings - none.

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds - none.

Item 3.   Defaults upon Senior Securities - none.

Item 4.   Submission of Matters to a Vote of Security Holders

          On August 15, 2005,  the Annual Meeting of  Shareholders  was held and
          the following directors were elected:

                    13,554,290 votes cast for:            Herbert P. Ladds, Jr.;
                    13,629,700 votes cast for:            Timothy T. Tevens;
                    12,954,223 votes cast for:            Carlos Pasqual;
                    12,843,039 votes cast for:            Richard H. Fleming;
                    12,900,667 votes cast for:            Ernest R. Verebelyi;
                    12,957,171 votes cast for:            Wallace W. Creek;
                    13,594,758 votes cast for:            Linda A. Goodspeed;
                    13,595,579 votes cast for:            Stephen Rabinowitz.

Item 5.   Other Information - none.

Item 6.   Exhibits and Reports on Form 8-K

    (a)   Exhibits:

          Exhibit 4.1       Seventh   Supplemental   Indenture   among  Columbus
                            McKinnon  Corporation,  Crane  Equipment  & Service,
                            Inc., Yale Industrial Products, Inc., Audubon Europe
                            S.a.r.l.and U.S. Bank National Trust Association, as
                            trustee, dated as of August 30, 2005.

          Exhibit 10.1      Second  amendment,  dated as of August 5,  2005,  to
                            that certain Second Amended and Restated  Credit and
                            Security  Agreement,  dated as of November  21, 2002
                            and amended  and  restated as of January 2, 2004 (as
                            amended  by that  certain  First  Amendment  to that
                            certain  Second  Amended  and  Restated  Credit  and
                            Security Agreement,  dated as of April 29, 2005, and
                            as further  modified and  supplemented and in effect
                            from time to time,  the "Credit  Agreement"),  among
                            Columbus   McKinnon   Corporation,   a   corporation
                            organized   under   the  laws  of  New   York   (the
                            "Borrower"),   Larco  Industrial  Services  Ltd.,  a
                            business corporation organized under the laws of the
                            Province of Ontario,  Columbus McKinnon  Limited,  a
                            business  corporation  organized  under  the laws of
                            Canada,  the  Guarantors  from  time to  time  party
                            thereto, the Lenders from time to time party thereto
                            (collectively,  the  "Lenders"),  Bank  of  America,
                            N.A., as Administrative  Agent for such Lenders (the
                            "Agent") and as Issuing Lender.

          Exhibit 10.2      Third  amendment,  dated as of August 22,  2005,  to
                            that certain Second Amended and Restated  Credit and
                            Security  Agreement,  dated as of November  21, 2002
                            and amended  and  restated as of January 2, 2004 (as
                            amended  by that  certain  First  Amendment  to that
                            certain  Second  Amended  and  Restated  Credit  and
                            Security  Agreement,  dated as of April 29, 2005, by
                            that certain Second Amendment to that certain Second
                            Amended and Restated Credit and Security  Agreement,
                            dated as of August 5, 2005, and as further  modified
                            and  supplemented  and in effect  from time to time,
                            the "Credit  Agreement"),  among  Columbus  McKinnon
                            Corporation,  a corporation organized under the laws
                            of  New  York  (the  "Borrower"),  Larco  Industrial
                            Services  Ltd.,  a  business  corporation  organized
                            under the laws of the Province of Ontario,  Columbus


                                     - 23 -
<PAGE>

                            McKinnon Limited, a business  corporation  organized
                            under the laws of Canada,  the Guarantors  from time
                            to time party thereto, the Lenders from time to time
                            party thereto (collectively, the "Lenders"), Bank of
                            America,  N.A.,  as  Administrative  Agent  for such
                            Lenders (the "Agent") and as Issuing Lender.

          Exhibit 10.3      Fourth  amendment,  dated as of October 17, 2005, to
                            that certain Second Amended and Restated  Credit and
                            Security  Agreement,  dated as of November  21, 2002
                            and amended and restated as of January 2, 2004,  and
                            amended  by  that  certain  First  Amendment  to the
                            Credit Agreement, dated as of April 29, 2005, and by
                            that   certain   Second   Amendment  to  the  Credit
                            Agreement,  dated as of August 5, 2005,  and by that
                            certain  Third  Amendment  to the Credit  Agreement,
                            dated as of August  22,  2005 (as  further  amended,
                            supplemented  or  otherwise  modified  from  time to
                            time,  the  "Credit   Agreement"),   among  Columbus
                            McKinnon   Corporation   (the   "Borrower"),   Larco
                            Industrial Services Ltd., Columbus McKinnon Limited,
                            the   Guarantors   named   therein,    the   lending
                            institutions  party  thereto,  and Bank of  America,
                            N.A., as  Administrative  Agent and Issuing  Lender.
                            Capitalized terms used herein and not defined herein
                            shall  have the  meanings  ascribed  thereto  in the
                            Credit Agreement.

          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 August 5, 2005, the Company filed a Current Report on Form 8-K with
          respect to its intention to raise proceeds  through a private offering
          of  Senior  Subordinated  Notes,  pursuant  to  Rule  144A  under  the
          Securities Act of 1933.

          On August 5, 2005, the Company filed a Current Report on Form 8-K with
          respect to the  resignation  of its Vice President - Finance and Chief
          Financial  Officer,  who also  served  as the  registrant's  Principal
          Financial  Officer,  and the designation of an Interim Chief Financial
          Officer and Principal Financial Officer.

          On August 9, 2005, the Company filed a Current Report on Form 8-K with
          respect  to its  Regulation  FD  Disclosure  in  connection  with  the
          Company's  previously  announced  sale of  senior  subordinated  notes
          pursuant to Rule 144A under the Securities Act of 1933.

          On August 17,  2005,  the Company  filed a Current  Report on Form 8-K
          with respect to its  Regulation FD  Disclosure in connection  with the
          Company's annual shareholders meeting.

          On August 17,  2005,  the Company  filed a Current  Report on Form 8-K
          with respect to its receipt of tenders and consents for  approximately
          82%  of  the  principal  amount  outstanding  of  its  8  1/2%  Senior
          Subordinated Notes Due 2008 as of August 15, 2005.

          On August 18,  2005,  the Company  filed a Current  Report on Form 8-K
          with  respect  to its  pricing  of its  offering  of $136  million  in
          aggregate  principal  amount of Senior  Subordinated  8 7/8% Notes due
          2013.

          On September 2, 2005,  the Company filed a Current  Report on Form 8-K
          with respect to the  completion of its  previously  announced  sale of


                                     - 24 -
<PAGE>

          $136 million in aggregate  principal  amount of Senior  Subordinated 8
          7/8% Notes due 2013.

          On September 12, 2005,  the Company filed a Current Report on Form 8-K
          with respect to the call for redemption of  approximately  $26 million
          of its outstanding Senior Subordinated 8 1/2% Notes due 2008.

          On October 20, 2005,  the Company  filed a Current  Report on Form 8-K
          with  respect  to its  filing  of a  registration  statement  with the
          Securities and Exchange  Commission relating to the public offering of
          3,350,000 shares of its common stock.

          On October 25, 2005,  the Company  filed a Current  Report on Form 8-K
          with respect to its financial results for the second quarter of fiscal
          2006.





                                     - 25 -
<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: NOVEMBER 2, 2005            /S/ KAREN L. HOWARD
      ----------------            --------------------------------
                                  Karen L. Howard
                                  Vice President and Treasurer and
                                   Interim Chief Financial Officer
                                   (Principal Financial Officer)







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