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

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

For the quarterly period ended December 31, 2000

                                       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

The number of shares of common stock outstanding as of December 31, 2000 was:
14,896,172 shares.



<PAGE>


                                 FORM 10-Q INDEX
                          COLUMBUS MCKINNON CORPORATION
                                DECEMBER 31, 2000

                                                                          PAGE #
                                                                          ------

PART I.  FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements (Unaudited)

         Condensed consolidated balance sheets -
            December 31, 2000 and March 31, 2000                               2

         Condensed  consolidated  statements of income and retained earnings -
            Three months and nine months ended December 31, 2000
            and January  2, 2000                                               3

         Condensed consolidated statements of cash flows -
            Nine months ended December 31, 2000 and January 2, 2000            4

         Condensed  consolidated  statements of  comprehensive  income -
            Three months and nine months ended December 31, 2000
            and January 2, 2000                                                5

         Notes to condensed consolidated financial statements -
            December 31, 2000                                                  6

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


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings - none.                                            19

Item 2.  Changes in Securities - none.                                        19

Item 3.  Defaults upon Senior Securities - none.                              19

Item 4.  Submission of Matters to a Vote of Security Holders - none.          19

Item 5.  Other Information - none.                                            19

Item 6.  Exhibits and Reports on Form 8-K                                     19


























                                     - 1 -
<PAGE>


PART I.  FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements (Unaudited)

<TABLE>
<CAPTION>

                          COLUMBUS MCKINNON CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

                                                                               DECEMBER 31,       MARCH 31,
                                                                                   2000             2000
                                                                                ----------       -----------
ASSETS:                                                                                 (IN THOUSANDS)
Current assets:
<S>                                                                             <C>              <C>
      Cash and cash equivalents .........................................       $    6,630       $     7,582
      Trade accounts receivable .........................................          143,442           143,401
      Unbilled revenues .................................................           40,158            24,447
      Inventories .......................................................          118,538           108,291
      Net assets held for sale ..........................................            7,765             9,272
      Prepaid expenses ..................................................            6,656             6,181
                                                                                ----------       -----------
Total current assets ....................................................          323,189           299,174
Net property, plant, and equipment ......................................           87,090            87,297
Goodwill and other intangibles, net .....................................          326,939           339,603
Marketable securities ...................................................           23,424            23,193
Deferred taxes on income ................................................            4,659             4,237
Other assets ............................................................            6,992             6,320
                                                                                ----------       -----------
Total assets ............................................................       $  772,293       $   759,824
                                                                                ==========       ===========

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:

      Notes payable to banks ............................................       $    3,870       $     2,677
      Trade accounts payable ............................................           40,854            49,621
      Excess billings ...................................................            4,890             4,288
      Accrued liabilities ...............................................           49,335            51,246
      Current portion of long-term debt .................................              798             3,493
                                                                                ----------       -----------
Total current liabilities ...............................................           99,747           111,325
Senior debt, less current portion .......................................          225,148           210,684
Subordinated debt .......................................................          199,614           199,574
Other non-current liabilities ...........................................           37,804            34,788
                                                                                ----------       -----------
Total liabilities .......................................................          562,313           556,371
                                                                                ----------       -----------
Shareholders' equity:
      Common stock ......................................................              149               149
      Additional paid-in capital ........................................          107,071           106,884
      Retained earnings .................................................          122,208           113,582
      ESOP debt guarantee ...............................................           (8,078)           (8,703)
      Unearned restricted stock .........................................           (2,173)           (2,843)
      Total accumulated other comprehensive loss ........................           (9,197)           (5,616)
                                                                                ----------       -----------
Total shareholders' equity ..............................................          209,980           203,453
                                                                                ----------       -----------
Total liabilities and shareholders' equity ..............................       $  772,293       $   759,824
                                                                                ==========       ===========
</TABLE>

SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.





                                     - 2 -
<PAGE>

<TABLE>
<CAPTION>

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




                                                      THREE MONTHS ENDED                 NINE MONTHS ENDED
                                                      ------------------                 -----------------
                                                 DECEMBER 31,      JANUARY 2,       DECEMBER 31,       JANUARY 2,
                                                     2000             2000              2000              2000
                                                     ----             ----              ----              ----
                                                                (IN THOUSANDS, EXCEPT PER SHARE DATA)




<S>                                               <C>              <C>               <C>               <C>
Net sales .....................................   $   175,078      $   174,173       $   552,450       $   537,782
Cost of products sold .........................       135,544          130,768           420,712           407,532
                                                  -----------      -----------       -----------       -----------
Gross profit ..................................        39,534           43,405           131,738           130,250
                                                  -----------      -----------       -----------       -----------

Selling expenses ..............................        12,523           13,405            37,337            38,575
General and administrative expenses ...........         9,325            9,762            29,626            30,031
Proxy contest related expenses ................             -                -                 -               965
Amortization of intangibles ...................         4,014            4,062            12,045            12,064
                                                  -----------      -----------       -----------       -----------
                                                       25,862           27,229            79,008            81,635
                                                  -----------      -----------       -----------       -----------

Income from operations ........................        13,672           16,176            52,730            48,615
Interest and debt expense .....................         9,815            8,937            28,806            25,510
Interest and other income .....................           524              638             2,136             1,191
                                                  -----------      -----------       -----------       -----------
Income before income taxes ....................         4,381            7,877            26,060            24,296
Income tax expense ............................         3,085            4,623            14,430            14,136
                                                  -----------      -----------       -----------       -----------
Net income ....................................         1,296            3,254            11,630            10,160
Retained earnings - beginning of period .......       121,915          105,383           113,582           100,455
Cash dividends of $0.07, $0.07, $0.21 and
   $0.21 per share ............................        (1,003)            (995)           (3,004)           (2,973)
                                                  -----------      -----------       -----------       -----------
Retained earnings - end of period .............   $   122,208      $   107,642       $   122,208       $   107,642
                                                  ===========      ===========       ===========       ===========

Earnings per share data, basic ................         $0.09            $0.23             $0.81            $0.72
                                                        =====            =====             =====            =====
Earnings per share data, diluted ..............         $0.09            $0.23             $0.81            $0.71
                                                        =====            =====             =====            =====

</TABLE>

SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.













                                     - 3 -
<PAGE>

<TABLE>
<CAPTION>

                          COLUMBUS MCKINNON CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                                                                                      NINE MONTHS ENDED
                                                                                      -----------------
                                                                               DECEMBER 31,        JANUARY  2,
                                                                                   2000               2000
                                                                                   ----               ----
                                                                                         (IN THOUSANDS)

OPERATING ACTIVITIES:

<S>                                                                              <C>               <C>
Net income ...............................................................       $  11,630         $   10,160
Adjustments to reconcile net income to net cash
    provided by operating activities:
     Depreciation and amortization .......................................          21,317             21,650
     Deferred income taxes ...............................................            (422)               561
     Other ...............................................................             939                689
     Changes in operating assets and liabilities net of effects
         from businesses purchased:
           Trade accounts receivable .....................................             (41)             3,898
           Unbilled revenues and excess billings .........................         (15,109)            (6,610)
           Inventories ...................................................         (10,247)             1,930
           Prepaid expenses ..............................................            (475)              (690)
           Other assets ..................................................            (793)               (99)
           Trade accounts payable ........................................          (8,767)            (5,393)
           Accrued and non-current liabilities ...........................           1,952             (5,993)
                                                                                 ---------         ----------
Net cash (used in) provided by operating activities ......................             (16)            20,103
                                                                                 ---------         ----------

INVESTING ACTIVITIES:

Purchase of marketable securities, net ...................................          (2,143)            (2,519)
Capital expenditures .....................................................          (9,065)            (5,983)
Purchases of businesses, net of cash .....................................               -             (6,382)
Net assets held for sale .................................................           1,507             (1,056)
                                                                                 ---------         ----------
Net cash used in investing activities ....................................          (9,701)           (15,940)
                                                                                 ---------         ----------

FINANCING ACTIVITIES:

Proceeds from issuance of common stock ...................................               -                  3
Net borrowings under revolving line-of-credit agreements .................          16,193              6,422
Repayment of debt ........................................................          (3,231)            (1,308)
Dividends paid ...........................................................          (3,004)            (2,973)
Reduction of ESOP debt guarantee .........................................             625                625
Other ....................................................................            (375)              (916)
                                                                                 ---------         ----------
Net cash provided by financing activities ................................          10,208              1,853
Effect of exchange rate changes on cash ..................................          (1,443)             1,245
                                                                                 ---------         ----------
Net (decrease) increase in cash and cash equivalents .....................            (952)             7,261
Cash and cash equivalents at beginning of period .........................           7,582              6,867
                                                                                 ---------         ----------
Cash and cash equivalents at end of period ...............................       $   6,630         $   14,128
                                                                                 =========         ==========

</TABLE>

SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.



                                     - 4 -
<PAGE>

<TABLE>
<CAPTION>

                          COLUMBUS MCKINNON CORPORATION
            CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (UNAUDITED)


                                                          THREE MONTHS ENDED               NINE MONTHS ENDED
                                                          ------------------               -----------------
                                                     DECEMBER 31,     JANUARY 2,      DECEMBER 31,      JANUARY 2,
                                                         2000            2000             2000             2000
                                                         ----            ----             ----             ----
                                                                          (IN THOUSANDS)

<S>                                                   <C>             <C>              <C>              <C>
Net income ........................................   $    1,296      $    3,254       $   11,630       $   10,160
                                                      ----------      ----------       ----------       ----------
Other comprehensive income (loss), net of tax:
  Foreign currency translation adjustments ........        1,585            (740)          (1,669)             303
  Unrealized (losses) gains on investments:
    Unrealized holding (losses) gains arising
      during the period ...........................         (822)            878             (720)             476
    Less:  reclassification adjustment for gains
      included in net income ......................         (335)           (208)          (1,192)            (272)
                                                      ----------      ----------       ----------       ----------
                                                          (1,157)            670           (1,912)             204
                                                      ----------      ----------       ----------       ----------
Total other comprehensive income (loss) ...........          428             (70)          (3,581)             507
                                                      ----------      ----------       ----------       ----------
Comprehensive income ..............................   $    1,723      $    3,184       $    8,048       $   10,667
                                                      ==========      ==========       ==========       ==========

</TABLE>


SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


































                                     - 5 -
<PAGE>



                          COLUMBUS MCKINNON CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                DECEMBER 31, 2000

1.   The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with generally accepted  accounting  principles
     for  interim  financial  information.  In the  opinion of  management,  all
     adjustments  (consisting of normal recurring accruals) considered necessary
     for a fair  presentation  of the  financial  position of Columbus  McKinnon
     Corporation  (the  Company) at December  31,  2000,  and the results of its
     operations  and its cash flows for the three and  nine-month  periods ended
     December 31, 2000 and January 2, 2000, have been included.  Results for the
     period  ended  December  31,  2000 are not  necessarily  indicative  of the
     results that may be expected for the year ended March 31, 2001. 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, 2000.

     The  Company  is  a  broad-line  designer,  manufacturer  and  supplier  of
     sophisticated  material  handling  products that are widely  distributed to
     industrial, automotive, and consumer markets worldwide; integrated material
     handling  solutions for the automotive  markets;  and  integrated  material
     handling solutions for industrial markets.  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  automotive business primarily deals
     with end users and sales are concentrated  domestically and internationally
     (primarily  North  America),  in the  automotive  industry.  The  Company's
     integrated  material  handling  solutions  industrial  businesses also 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.   Inventories consisted of the following:
                                                DECEMBER 31,        MARCH 31,
                                                   2000               2000
                                                -----------        -----------
                                                        (IN THOUSANDS)
     At cost - FIFO basis:
        Raw materials                           $    62,882        $    57,198
        Work-in-process                              20,359             20,240
        Finished goods                               42,924             38,329
                                                -----------        -----------
                                                    126,165            115,767
     LIFO cost less than FIFO cost                   (7,627)            (7,476)
                                                -----------        -----------
                                                $   118,538        $   108,291
                                                ===========        ===========

     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.











                                     - 6 -
<PAGE>

3.   Property,  plant,  and equipment is net of $62,159,000  and  $52,887,000 of
     accumulated   depreciation  at  December  31,  2000  and  March  31,  2000,
     respectively.

4.   Goodwill and other intangibles, net includes $58,301,000 and $46,256,000 of
     accumulated   amortization  at  December  31,  2000  and  March  31,  2000,
     respectively.

5.   General and Product  Liability - The accrued general and product  liability
     costs,  which  are  included  in  other  non-current  liabilities,  are the
     actuarial  present  value  of  estimated   expenditures  based  on  amounts
     determined  from loss reports and individual  cases filed with the Company,
     and an  amount,  based on past  experience,  for  losses  incurred  but not
     reported.  The accrual in these condensed consolidated financial statements
     was  determined  by  applying a discount  factor  based on  interest  rates
     customarily used in the insurance industry.

6.   The carrying amount of the Company's senior debt  instruments  approximates
     the fair values.  The Company's  subordinated  debt has an approximate fair
     market value of  $166,000,000,  which is less than its  carrying  amount of
     $199,614,000.

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

<TABLE>
<CAPTION>

                                                       THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                       ------------------                  -----------------
                                                  DECEMBER 31,      JANUARY 2,        DECEMBER 31,     JANUARY 2,
                                                      2000             2000               2000            2000
                                                      ----             ----               ----            ----
                                                                            (IN THOUSANDS)

Numerator for basic and diluted earnings per share:

<S>                                                 <C>               <C>                <C>             <C>
  Net income ...................................     $ 1,296          $ 3,254            $11,630         $10,160
                                                     =======          =======            =======         =======

Denominators:
  Weighted-average common stock outstanding -
      denominator for basic EPS ................      14,326           14,209              14,307         14,109

  Effect of dilutive employee stock options ....           -               12                   -            105
                                                     -------          -------             -------        -------

  Adjusted weighted-average common stock
     outstanding and assumed conversions -
     denominator for diluted EPS ...............      14,326           14,221              14,307         14,214
                                                     =======          =======             =======        =======
</TABLE>


8.   Income tax expense for the three-month  periods ended December 31, 2000 and
     January 2, 2000 and also for the nine month  periods then ended exceeds the
     customary  relationship between income tax expense and income before income
     taxes  due  to   nondeductible   amortization  of  goodwill  of  $3,097,000
     $3,072,000, $9,268,000, and $9,224,000, respectively.

9.   On April 29, 1999,  the Company  acquired all of the  outstanding  stock of
     Washington Equipment Company ("WECO"), a regional manufacturer and servicer
     of overhead cranes. The total cost of the acquisition,  which was accounted
     for as a purchase,  was  approximately  $6.4  million  and was  financed by
     proceeds from the Company's revolving debt facility.





                                     - 7 -
<PAGE>

10.  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 three reportable segments: material handling
     products,  material handling solutions - industrial,  and material handling
     solutions - automotive.  The Company's  material  handling products segment
     sells hoists,  industrial cranes,  chain,  attachments,  and other material
     handling products  principally to third party distributors  through diverse
     distribution channels. The material handling solutions - industrial segment
     sells engineered material handling systems such as conveyors, manipulators,
     and  lift  tables   primarily  to  end-users  in  the  consumer   products,
     manufacturing,   warehousing,   and,  to  a  lesser   extent,   the  steel,
     construction,  automotive,  and  other  industrial  markets.  The  material
     handling solutions - automotive segment sells engineered  material handling
     systems,  mainly  conveyors,  primarily  to  end-users  in  the  automotive
     industry.  The  accounting  policies of the  segments are the same as those
     described in the summary of significant  accounting policies.  Intersegment
     sales are not  significant.  The  Company  evaluates  performance  based on
     operating earnings of the respective business units prior to the effects of
     amortization.

     Segment  information  as of and for the nine months ended December 31, 2000
     and January 2, 2000, is as follows:

<TABLE>
<CAPTION>

                                                     NINE MONTHS ENDED DECEMBER 31, 2000
                                                     -----------------------------------
                                                         SOLUTIONS -     SOLUTIONS -
                                            PRODUCTS      INDUSTRIAL      AUTOMOTIVE          TOTAL
                                         -----------     -----------     -----------     -----------
                                                                (IN THOUSANDS)
<S>                                      <C>             <C>             <C>             <C>
Sales to external customers..........    $   359,408     $    51,348     $   141,694     $   552,450
Operating income before
   amortization......................         53,083           4,070           7,622          64,775
Depreciation and amortization........         15,005           2,098           4,214          21,317
Total assets.........................        490,437          69,388         212,468         772,293
Capital expenditures.................          8,708             336              21           9,065


                                                      NINE MONTHS ENDED JANUARY 2, 2000
                                                      ---------------------------------
                                                         SOLUTIONS -     SOLUTIONS -
                                            PRODUCTS      INDUSTRIAL      AUTOMOTIVE          TOTAL
                                         -----------     -----------     -----------     -----------
                                                                 (IN THOUSANDS)
Sales to external customers..........    $   376,946     $    49,327     $   111,509     $   537,782
Operating income before
   amortization......................         56,258           5,391            (970)         60,679
Depreciation and amortization........         15,063           2,370           4,217          21,650
Total assets.........................        505,217          71,756         194,759         771,732
Capital expenditures.................          5,567             263             153           5,983

</TABLE>













                                     - 8 -
<PAGE>



     The following schedule provides a reconciliation of operating income before
     amortization with consolidated income before income taxes:

                                                       NINE MONTHS ENDED
                                                       -----------------
                                                 DECEMBER 31,       JANUARY 2,
                                                     2000             2000
                                                 -----------       -----------
                                                        (IN THOUSANDS)

     Operating income before amortization......  $    64,775       $    60,679
     Amortization of intangibles...............      (12,045)          (12,064)
     Interest and debt expense.................      (28,806)          (25,510)
     Interest and other income.................        2,136             1,191
                                                 -----------       -----------
     Income before income taxes................  $    26,060       $    24,296
                                                 ===========       ===========




















































                                     - 9 -
<PAGE>


11.  The summary  financial  information  of the parent,  domestic  subsidiaries
     (guarantors)  and foreign  subsidiaries  (nonguarantors  of the 8.5% senior
     subordinated notes) follows:

<TABLE>
<CAPTION>

                                                                  Domestic      Foreign         Elimina-    Consoli-
(In thousands)                                         Parent   Subsidiaries  Subsidiaries       tions       dated
                                                     ----------------------------------------------------------------
AS OF DECEMBER 31, 2000
Current assets:
<S>                                                  <C>          <C>           <C>           <C>          <C>
 Cash and cash equivalents .......................   $   3,261    $     180     $  3,189      $        -   $    6,630
 Trade accounts receivable .......................      63,211       55,962       24,269               -      143,442
 Unbilled revenues ...............................           -       40,158            -               -       40,158
 Inventories .....................................      51,163       38,591       29,659            (875)     118,538
 Other current assets ............................       3,634        6,899        3,888               -       14,421
                                                     ----------------------------------------------------------------
  Total current assets ...........................     121,269      141,790       61,005            (875)     323,189
Net property, plant, and equipment ...............      34,984       33,543       18,563               -       87,090
Goodwill and other intangibles, net ..............      39,436      239,439       48,064               -      326,939
Intercompany .....................................     189,178     (351,042)     (65,170)        227,034            -
Other assets .....................................     226,721      160,960       (1,927)       (350,679)      35,075
                                                     ----------------------------------------------------------------
  Total assets ...................................   $ 611,588    $ 224,690     $ 60,535      $ (124,520)  $  772,293
                                                     ================================================================


Current liabilities ..............................   $  27,041    $  54,251     $ 21,443      $   (2,988)    $ 99,747
Long-term debt, less current portion .............     420,586            4        4,172               -      424,762
Other non-current liabilities ....................      16,490       18,474        2,840               -       37,804
                                                     ----------------------------------------------------------------
  Total liabilities ..............................     464,117       72,729       28,455          (2,988)     562,313

Shareholders' equity .............................     147,471      151,961       32,080        (121,532)     209,980
                                                     ----------------------------------------------------------------
  Total liabilities and shareholders' equity .....   $ 611,588    $ 224,690     $ 60,535      $ (124,520)  $  772,293
                                                     ================================================================


Net sales ........................................   $ 189,191    $ 291,103     $ 89,518      $  (17,362)  $  552,450
Cost of products sold ............................     130,965      239,826       67,291         (17,370)     420,712
                                                     ----------------------------------------------------------------
Gross profit .....................................      58,226       51,277       22,227               8      131,738
                                                     ----------------------------------------------------------------
Selling, general and administrative expenses .....      28,684       23,706       14,573               -       66,963
Amortization of intangibles ......................       1,529        8,696        1,820               -       12,045
                                                     ----------------------------------------------------------------
                                                        30,213       32,402       16,393               -       79,008
                                                     ----------------------------------------------------------------
Income from operations ...........................      28,013       18,875        5,834               8       52,730
Interest and debt expense ........................      28,329           43          434               -       28,806
Interest and other income ........................       1,764          214          158               -        2,136
                                                     ----------------------------------------------------------------
Income before income taxes .......................       1,488       19,046        5,558               8       26,060
Income tax expense ...............................       1,358       10,499        2,570               3       14,430
                                                     ----------------------------------------------------------------
Net income .......................................   $      90    $   8,547     $  2,988      $        5   $   11,630
                                                     ================================================================










                                     - 10 -
<PAGE>


                                                                  Domestic      Foreign         Elimina-    Consoli-
(In thousands)                                         Parent   Subsidiaries  Subsidiaries       tions       dated
                                                     ----------------------------------------------------------------
FOR THE NINE MONTHS ENDED DECEMBER 31, 2000
OPERATING ACTIVITIES:

Net cash (used in) provided by operating
activities .......................................   $  (7,750)   $   5,169     $  3,637      $   (1,072)  $      (16)
                                                     ----------------------------------------------------------------

INVESTING ACTIVITIES:

Purchase of marketable securities, net ...........      (2,143)           -            -               -       (2,143)
Capital expenditures .............................      (3,416)      (4,775)        (874)              -       (9,065)
Other ............................................           -        1,507            -               -        1,507
                                                     ----------------------------------------------------------------
Net cash used in investing activities ............      (5,559)      (3,268)        (874)              -       (9,701)
                                                     ----------------------------------------------------------------

FINANCING ACTIVITIES:

Net borrowings under revolving line-of-credit
  agreements .....................................      15,000            -        1,193               -       16,193
Repayment of debt ................................      (1,430)         (20)      (1,781)              -       (3,231)
Dividends paid ...................................      (3,004)           -       (1,072)          1,072       (3,004)
Other ............................................         250            -            -               -          250
                                                     ----------------------------------------------------------------
Net cash  provided by (used in) financing
activities .......................................      10,816          (20)      (1,660)          1,072       10,208
Effect of exchange rate changes on cash ..........           -            -       (1,443)              -       (1,443)
                                                     ----------------------------------------------------------------
Net change in cash and cash equivalents ..........      (2,493)       1,881         (340)              -         (952)
Cash and cash equivalents at beginning of period .       5,754       (1,701)       3,529               -        7,582
                                                     ----------------------------------------------------------------
Cash and cash equivalents at end of period .......   $   3,261    $     180     $  3,189      $        -   $    6,630
                                                     ================================================================




AS OF JANUARY 2, 2000 Current assets:

 Cash and cash equivalents .......................   $   3,877    $   5,988     $  4,263      $        -   $   14,128
 Trade accounts receivable .......................      54,886       54,801       25,131               -      134,818
 Unbilled revenues ...............................           -       17,620            -               -       17,620
 Inventories .....................................      49,468       38,986       27,602          (1,036)     115,020
 Other current assets ............................       3,126       11,308        3,688               -       18,122
                                                     ----------------------------------------------------------------
  Total current assets ...........................     111,357      128,703       60,684          (1,036)     299,708
Net property, plant, and equipment ...............      35,713       32,339       19,684               -       87,736
Goodwill and other intangibles, net ..............      41,929      255,806       51,473               -      349,208
Intercompany .....................................     207,974     (371,172)     (65,302)        228,500            -
Other assets .....................................     224,892      162,309       (1,442)       (350,679)      35,080
                                                     ----------------------------------------------------------------
  Total assets ...................................   $ 621,865    $ 207,985     $ 65,097      $ (123,215)  $  771,732
                                                     ================================================================



Current liabilities ..............................   $  34,693    $  50,301     $ 21,951      $   (1,510)  $  105,435
Long-term debt, less current portion .............     423,138            -        6,294               -      429,432
Other non-current liabilities ....................      13,057       21,433        3,025               -       37,515
                                                     ----------------------------------------------------------------
  Total liabilities ..............................     470,888       71,734       31,270          (1,510)     572,382

Shareholders' equity .............................     150,977      136,251       33,827        (121,705)     199,350
                                                     ----------------------------------------------------------------
  Total liabilities and shareholders' equity .....   $ 621,865    $ 207,985     $ 65,097      $ (123,215)  $  771,732
                                                     ================================================================

                                     - 11 -
<PAGE>

                                                                  Domestic      Foreign         Elimina-    Consoli-
(In thousands)                                         Parent   Subsidiaries  Subsidiaries       tions       dated
                                                     ----------------------------------------------------------------
FOR THE NINE MONTHS ENDED JANUARY 2, 2000

Net sales ........................................   $ 194,112    $ 265,648     $ 94,263      $  (16,241)  $  537,782
Cost of products sold ............................     133,505      222,127       68,102         (16,202)     407,532
                                                     ----------------------------------------------------------------
Gross profit .....................................      60,607       43,521       26,161             (39)     130,250
                                                     ----------------------------------------------------------------
Selling, general and administrative expenses .....      29,323       23,054       17,194               -       69,571
Amortization of intangibles ......................       1,543        8,600        1,921               -       12,064
                                                     ----------------------------------------------------------------
                                                        30,866       31,654       19,115               -       81,635
                                                     ----------------------------------------------------------------
Income from operations ...........................      29,741       11,867        7,046             (39)      48,615
Interest and debt expense ........................      24,960            5          545               -       25,510
Interest and other income ........................         686          234          271               -        1,191
                                                     ----------------------------------------------------------------
Income before income taxes .......................       5,467       12,096        6,772             (39)      24,296
Income tax expense ...............................       2,720        8,209        3,222             (15)      14,136
                                                     ----------------------------------------------------------------
Net income .......................................   $   2,747    $   3,887     $  3,550      $      (24)  $   10,160
                                                     ================================================================



FOR THE NINE MONTHS ENDED JANUARY 2, 2000
OPERATING ACTIVITIES:

Net cash provided by (used in) operating
activities .......................................   $   2,409    $  14,277     $  4,823      $   (1,406)  $   20,103
                                                     ----------------------------------------------------------------

INVESTING ACTIVITIES:

Purchase of marketable securities, net ...........      (2,519)           -            -               -       (2,519)
Capital expenditures .............................      (3,501)      (1,439)      (1,043)              -       (5,983)
Purchases of businesses, net of cash .............           -       (6,333)           -             (49)      (6,382)
Other ............................................           -       (1,056)           -               -       (1,056)
                                                     ----------------------------------------------------------------
Net cash used in investing activities ............      (6,020)      (8,828)      (1,043)            (49)     (15,940)
                                                     ----------------------------------------------------------------

FINANCING ACTIVITIES:

Proceeds from issuance of common stock ...........           3          136            -            (136)           3
Net payments under revolving
  line-of-credit agreements ......................       8,800            -       (2,378)              -        6,422
Repayment of debt ................................      (1,164)           -         (144)              -       (1,308)
Dividends paid ...................................      (2,969)          (5)      (1,579)          1,580       (2,973)
Other ............................................        (291)           -            -               -         (291)
                                                     ----------------------------------------------------------------
Net cash provided by (used in) financing
activities .......................................       4,379          131       (4,101)          1,444        1,853
Effect of exchange rate changes on cash ..........           -            -        1,234              11        1,245
                                                     ----------------------------------------------------------------
Net change in cash and cash equivalents ..........         768        5,580          913               -        7,261
Cash and cash equivalents at beginning of period .       3,109          408        3,350               -        6,867
                                                     ----------------------------------------------------------------
Cash and cash equivalents at end of period .......   $   3,877    $   5,988     $  4,263     $         -   $   14,128
                                                     ================================================================

</TABLE>







                                     - 12 -
<PAGE>


12.  The  Financial  Accounting  Standards  Board  (FASB)  issued  Statement  of
     Financial  Accounting  Standards (SFAS) No. 133, "Accounting for Derivative
     Instruments and Hedging  Activities," in June of 1998. The FASB issued SFAS
     No. 137 in June of 1999 which defers the effective  date of SFAS No. 133 to
     fiscal years beginning  after June 15, 2000.  Statement No. 133 establishes
     accounting and reporting  standards for derivatives and hedging activities.
     It requires that entities  recognize  all  derivatives  as either assets or
     liabilities  in the  statement  of  financial  position  and measure  those
     instruments at fair value.  Compliance with this statement would not have a
     material impact on the Company at the present time.

     The Securities and Exchange  Commission  issued Staff  Accounting  Bulletin
     (SAB) No. 101, "Revenue Recognition in Financial Statements" in December of
     1999.  SAB No. 101 provides the  Commission's  views in applying  generally
     accepted accounting  principles to selected revenue recognition issues. The
     Company has reviewed  the  requirements  of SAB No. 101 and has  determined
     that it is in compliance with SAB No. 101.





















































                                     - 13 -
<PAGE>

Item 2.              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

OVERVIEW

The  Company  is  a   broad-line   designer,   manufacturer,   and  supplier  of
sophisticated   material  handling  products  that  are  widely  distributed  to
industrial,  automotive  and consumer  markets  worldwide;  integrated  material
handling  solutions for industrial markets  worldwide;  and integrated  material
handling solutions for the automotive  markets.  The Company's material handling
products are sold, domestically and internationally,  principally to third party
distributors  through  diverse  distribution  channels.   Distribution  channels
include  general  distributors,   specialty   distributors,   crane  end  users,
service-after-sale  distributors,  original  equipment  manufacturers  ("OEMs"),
government,  consumer and international.  The general distributors are comprised
of  industrial  distributors,   rigging  shops  and  crane  builders.  Specialty
distributors   include  catalog  houses,   material  handling   specialists  and
entertainment equipment riggers. The service-after-sale  network includes repair
parts  distribution  centers,  chain service centers,  and hoist repair centers.
Consumer   distribution   channels   include   mass   merchandisers,    hardware
distributors,   trucking  and   transportation   distributors,   farm   hardware
distributors  and rental outlets.  The Company's  integrated  material  handling
solutions  segments  primarily deal directly with end-users.  Material  handling
solutions - industrial sales are concentrated,  domestically and internationally
(primarily  Europe), in consumer products  manufacturing,  warehousing and, to a
lesser  extent,  the  steel,  construction,  automotive,  and  other  industrial
markets.  Material  handling  solutions  -  automotive  sales are  concentrated,
domestically  and  internationally  (primarily  North America) in the automotive
industry.


RESULTS OF OPERATIONS

THREE MONTHS AND NINE MONTHS ENDED DECEMBER 31, 2000 AND JANUARY 2, 2000
Net sales in the fiscal 2001 quarter ended December 31, 2000 were  $175,078,000,
a increase of $905,000 or 0.5% over the fiscal  2000  quarter  ended  January 2,
2000. Net sales for the nine months ended  December 31, 2000 were  $552,450,000,
an increase of  $14,668,000  or 2.7% over the nine months ended January 2, 2000.
Sales in the Products segment  decreased by $8,832,000 or 7.3% from the previous
year's  quarter and  $17,538,000  or 4.7% for the nine months ended December 31,
2000 over the prior year  period due to  continued  softness  in the  engineered
hoist,   crane  builder,   and  general   industrial   markets.   Sales  in  the
Solutions-Industrial  segment  decreased 8.3% or $1,489,000 for the three months
ended December 31, 2000 due to weak current markets,  but have increased 4.1% or
$2,021,000  for the nine months ended  December 31, 2000 as a result of stronger
markets  earlier  in the  year.  The  Solutions-Automotive  segment  had a sales
increase of 31.9% or $11,226,000  for the quarter and 27.1% or  $30,185,000  for
the nine months  ended  December  31, 2000 as  automotive  capital  spending has
resumed to more normal levels.

Sales in the  individual  segments were as follows,  in thousands of dollars and
with percentage changes for each group:

<TABLE>
<CAPTION>
                                   THREE MONTHS ENDED                           NINE MONTHS ENDED
                                   ------------------                           -----------------
                      DEC. 31,   JAN. 2,             CHANGE         DEC. 31,    JAN. 2,           CHANGE
                                                     ------                                       ------
                        2000       2000         AMOUNT      %         2000        2000       AMOUNT        %
                        ----       ----         ------      -         ----        ----       ------        -
                                           (IN THOUSANDS, EXCEPT PERCENTAGES)
<S>                   <C>        <C>           <C>         <C>     <C>          <C>         <C>           <C>
Products              $ 112,242  $ 121,074     $ (8,832)   (7.3)   $  359,408   $ 376,946   $ (17,538)    (4.7)
Solutions-Industrial     16,422     17,911       (1,489)   (8.3)       51,348      49,327       2,021      4.1
Solutions-Automotive     46,414     35,188       11,226    31.9       141,694     111,509      30,185     27.1
                      ---------  ---------     --------            ----------   ---------    --------
    Net sales         $ 175,078  $ 174,173     $    905     0.5    $  552,450   $ 537,782     $14,668      2.7
                      =========  =========     ========            ==========   =========    ========
</TABLE>

                             - 14 -
<PAGE>


The Company's gross profit margins were 22.6%,  24.9%,  23.8%, and 24.2% for the
fiscal  2001  and  2000  quarters  and  the   nine-month   periods  then  ended,
respectively.  The decrease in the current quarter and nine-month period margins
relative to the respective periods in the prior year is the result of a shift in
product mix to higher  sales  volume in lower  margin  segments  and lower sales
volume in the higher  margin  segment.  The gross profit  margin in the Products
segment for the quarter and nine month periods ended December 31, 2000 decreased
from the  respective  periods  in the prior  year as a result  of the  decreased
production  and sales  volume  offset  somewhat by cost  control  measures.  The
Solutions-Industrial  segment  experienced  a decrease in margin for the current
quarter and  nine-month  period when compared to the  respective  periods in the
prior year as a result of  contract  mix and an  increase  in turnkey  projects,
which traditionally carry lower relative risk and margins.  Gross margins in the
Solutions-Automotive   segment  increased  significantly  for  the  quarter  and
nine-month  period  ended  December 31, 2000 as the result of a return to normal
sales volume and the absence of the effects of cost overruns on several  foreign
jobs that  occurred in the prior  fiscal  year,  offset  somewhat by  tightening
margins due to competitive pricing.

Selling expenses were $12,523,000,  $13,405,000,  $37,337,000 and $38,575,000 in
the fiscal 2001 and 2000 quarters and the nine months then ended,  respectively.
As a percentage of consolidated  net sales,  selling  expenses were 7.2%,  7.7%,
6.8%, and 7.2% in the fiscal 2001 and 2000 quarters and the  nine-month  periods
then  ended,  respectively.  Reduced  expenses  as a percent of  revenues in the
current year are due to cost control measures.

General and administrative  expenses were $9,325,000,  $9,762,000,  $29,626,000,
and $30,031,000 in the fiscal 2001 and 2000 quarters and the nine-month  periods
then ended, respectively. As a percentage of consolidated net sales, general and
administrative  expenses were 5.3%,  5.6%,  5.4% and 5.6% in the fiscal 2001 and
2000  quarters  and the  nine-month  periods then ended,  respectively.  Reduced
expenses as a percent of revenues  in the current  year are due to cost  control
measures.

The Company incurred proxy contest related expenses amounting to $965,000 in the
nine  months  ended  January 2, 2000  relative  to the August  16,  1999  annual
shareholders meeting and annual director elections.

Amortization  of  intangibles  was  $4,014,000,   $4,062,000,   $12,045,000  and
$12,064,000 in the fiscal 2001 and 2000 quarters and the nine months then ended,
respectively.

As a result of the above, income from operations  decreased  $2,504,000 or 15.5%
in the fiscal 2001 quarter and  increased  $4,115,000 or 8.5% in the fiscal 2001
nine month period  compared to the  respective  periods in fiscal 2000.  This is
based on income from operations of $13,672,000,  $16,176,000,  $52,730,000,  and
$48,615,000  in the fiscal 2001 and 2000  quarters and  nine-month  periods then
ended, respectively.

Interest  and  debt  expense  was  $9,815,000,   $8,937,000,   $28,806,000,  and
$25,510,000 in the fiscal 2001 and 2000 quarters and the nine months then ended,
respectively.  The  fiscal  2001  increase  is solely  the  result of  increased
interest  rates. As a percentage of  consolidated  net sales,  interest and debt
expense was 5.6%,  5.1%, 5.2%, and 4.7% in the fiscal 2001 and 2000 quarters and
the nine-month periods then ended, respectively.

Interest and other income was $524,000, $638,000,  $2,136,000, and $1,191,000 in
the fiscal 2001 and 2000 quarters and the nine months then ended,  respectively.
The  increase in the current  year is the result of the  investment  earnings on
assets in the Company's captive insurance company.










                                     - 15 -
<PAGE>

Income taxes as a percentage of income  before  income taxes were 70.4%,  58.7%,
55.4% and 58.2% in the fiscal  2001 and 2000  quarters  and the nine months then
ended,  respectively.  The  percentages  reflect  the  effect  of  nondeductible
amortization of goodwill resulting from acquisitions.

Net income,  therefore,  decreased  $1,958,000  or 60.2% for the  quarter  ended
December  31, 2000 and  increased  $1,470,000  or 14.5% for the nine months then
ended  when  compared  to  the  same  periods  in  the  previous   fiscal  year,
respectively.   This  is  based  on  net  income  of   $1,296,000,   $3,254,000,
$11,630,000,  and  $10,160,000  for the quarters and  nine-month  periods  ended
December 31, 2000 and January 2, 2000, respectively.


LIQUIDITY AND CAPITAL RESOURCES

On  April  29,  1999,  the  Company  acquired  all of the  outstanding  stock of
Washington  Equipment  Company (WECO),  a regional  manufacturer and servicer of
overhead cranes. The total cost of the acquisition, which was accounted for as a
purchase,  was approximately  $6.4 million and was financed by proceeds from the
Company's revolving credit facility.

The 1998 Revolving Credit Facility provides availability up to $250 million, due
March 31, 2003, against which $220 million was outstanding at December 31, 2000.
Interest  is payable at varying  Eurodollar  rates  based on LIBOR plus a spread
determined by the Company's  leverage ratio,  amounting to 237.5 basis points at
February  14, 2001 or the  lender's  Prime rate plus 75 basis  points.  The 1998
Revolving Credit Facility is secured by all equipment,  inventory,  receivables,
subsidiary  stock  (limited to 65% for foreign  subsidiaries)  and  intellectual
property.

The  senior  subordinated  8 1/2% Notes  issued on March 31,  1998  amounted  to
$199,468,000,  net of original  issue discount of $532,000 and are due March 31,
2008.  Interest is payable  semi-annually  based on an effective  rate of 8.45%,
considering  $1,902,000  of  proceeds  from  rate  hedging  in  advance  of  the
placement.   Provisions  of  the  8  1/2%  Notes  include,  without  limitation,
restrictions  of liens,  indebtedness,  asset  sales,  and  dividends  and other
restricted payments.  Prior to April 1, 2003, the 8 1/2% Notes are redeemable at
the option of the  Company,  in whole or in part,  at the  Make-Whole  Price (as
defined  in the 8 1/2% Notes  agreement).  On or after  April 1, 2003,  they are
redeemable at prices  declining  annually to 100% on and after April 1, 2006. In
addition,  on or prior to April 1, 2001, the Company may redeem up to 35% of the
outstanding notes with the proceeds of equity offerings at a redemption price of
108.5%, subject to certain restrictions. In the event of a Change of Control (as
defined in the  indenture  for such notes),  each holder of the 8 1/2% Notes may
require the Company to repurchase all or a portion of such holder's 8 1/2% Notes
at a purchase price equal to 101% of the principal  amount  thereof.  The 8 1/2%
Notes are guaranteed by certain domestic subsidiaries and are not subject to any
sinking fund requirements.

The Company believes that its cash on hand, cash flows,  and borrowing  capacity
under its  revolving  credit  facility  will be  sufficient  to fund its ongoing
operations,  budgeted capital  expenditures,  and business  acquisitions for the
next twelve months.

Net cash used by  operating  activities  was $16,000  for the nine months  ended
December  31,  2000  while  net  cash  provided  by  operating   activities  was
$20,103,000  for the nine  months  ended  January 2,  2000.  The  difference  of
$20,129,000  is due to  changes in net  working  capital  components,  primarily
unbilled revenues and excess billings and inventories.












                                     - 16 -
<PAGE>

Net cash used in  investing  activities  decreased  to  $9,701,000  for the nine
months  ended  December  31, 2000 from  $15,940,000  for the nine  months  ended
January 2, 2000. The $6,239,000  difference is due primarily to the  acquisition
of WECO in fiscal 2000 offset by the increase in capital expenditures for fiscal
2001 as a result of the  decision  to  purchase  property  and a  building  of a
previously leased facility.

Net cash provided by financing  activities was  $10,208,000  for the nine months
ended December 31, 2000 compared to $1,853,000 for the nine months ended January
2, 2000.  The  $8,355,000  change is  primarily  due to funds  required  for the
buildup in working  capital and to finance an  increase in capital  expenditures
for fiscal 2001.


CAPITAL EXPENDITURES

In addition to keeping its current equipment and plants properly maintained, the
Company is committed to replacing, enhancing, and upgrading its property, plant,
and  equipment  to reduce  production  costs,  increase  flexibility  to respond
effectively to market fluctuations and changes, meet environmental requirements,
enhance safety, and promote  ergonomically  correct work stations.  Consolidated
capital  expenditures for the nine months ended December 31, 2000 and January 2,
2000 were $9,065,000 and $5,983,000,  respectively.  The increase in fiscal 2001
is due to the  purchase  of  property  and a  building  of a  previously  leased
facility.


INFLATION AND OTHER MARKET CONDITIONS

The  Company's  costs are affected by inflation  in the U.S.  economy,  and to a
lesser extent, in foreign economies including those of Europe,  Canada,  Mexico,
and the Pacific  Rim.  The Company  does not believe  that  inflation  has had a
material effect on results of operations over the periods  presented  because of
low inflation levels over the periods and because the Company has generally been
able to pass on rising costs through  price  increases.  However,  in the future
there can be no assurance  that the  Company's  business will not be affected by
inflation or that it will be able to pass on cost increases.


SEASONALITY AND QUARTERLY RESULTS

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

























                                     - 17 -
<PAGE>

EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS

The Financial  Accounting  Standards Board (FASB) issued  Statement of Financial
Accounting Standards (SFAS) No. 133, "Accounting for Derivative  Instruments and
Hedging  Activities,"  in June of 1998.  The FASB  issued  SFAS 137 in June 1999
which defers the effective date of SFAS 133 to fiscal years beginning after June
15, 2000.  Statement No.133 establishes  accounting and reporting  standards for
derivatives  and hedging  activities.  It requires that  entities  recognize all
derivatives  as either  assets or  liabilities  in the  statement  of  financial
position  and measure  those  instruments  at fair value.  Compliance  with this
statement would not have a material impact on the Company at the present time.

The Securities and Exchange  Commission  issued Staff Accounting  Bulletin (SAB)
No. 101, "Revenue Recognition in Financial  Statements" in December of 1999. SAB
No.  101  provides  the  Commission's   views  in  applying  generally  accepted
accounting  principles to selected revenue  recognition  issues. The Company has
reviewed  the  requirements  of SAB No.  101 and  has  determined  that it is in
compliance with SAB No. 101.


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

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

































                                     - 18 -
<PAGE>


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings - none.

Item 2.  Changes in Securities - none.

Item 3.  Defaults upon Senior Securities - none.

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

Item 5.  Other Information - none.

Item 6.  Exhibits and Reports on Form 8-K

         Exhibit 10.1      Sixth Amendment, dated as of February 5, 2001, to the
                           Credit  Agreement,  dated as of March 31, 1998, among
                           Columbus McKinnon Corporation,  as the Borrower,  the
                           banks, financial institutions and other institutional
                           lenders  named  therein,  as Initial  Lenders,  Fleet
                           National  Bank, as the Initial  Issuing  Bank,  Fleet
                           National  Bank,  as the  Swing  Line  Bank and  Fleet
                           National Bank, as the Administrative Agent.

         Exhibit 10.2      Amendment to Form of  Stay Agreement as  entered into
                           between  Columbus  McKinnon  Corporation  and each of
                           Timothy T. Tevens, Robert L. Montgomery,  Jr., Ned T.
                           Librock, Karen L. Howard, and Joseph J. Owen.


         There are no reports on Form 8-K.








































                                     - 19 -
<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

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






Date: FEBRUARY 14, 2001                       /S/ ROBERT L. MONTGOMERY, JR.
      ------------------                      -----------------------------
                                              Robert L. Montgomery, Jr.
                                              Executive Vice President and
                                              Chief Financial Officer (Principal
                                                 Financial Officer)

















































                                     - 20 -