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 June 29, 2003

                                       or

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

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

Commission File Number:       0-27618

              COLUMBUS MCKINNON CORPORATION
-------------------------------------------------------------------------77
                   (Exact name of registrant as specified in its charter)

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

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


   (716) 689-5400
--------------------------------------------------------------------------------
   (Registrant's telephone number, including area code)

--------------------------------------------------------------------------------
   (Former name,  former  address and former fiscal year, if changed since
    last report.)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. : [X] Yes [ ] No

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


The  number  of  shares of common  stock  outstanding  as of July 31,  2003 was:
14,896,172 shares.


<PAGE>


                                 FORM 10-Q INDEX
                          COLUMBUS MCKINNON CORPORATION
                                  JUNE 29, 2003


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

Item 1.    Condensed Consolidated Financial Statements (Unaudited)

           Condensed consolidated balance sheets -
              June 29, 2003 and March 31, 2003                               2

           Condensed consolidated statements of operations
              and retained earnings - Three months ended
              June 29, 2003 and June 30, 2002                                3

           Condensed consolidated statements of cash flows -
              Three months ended June 29, 2003 and June 30, 2002             4

           Condensed consolidated statements of comprehensive
              income - Three months ended June 29, 2003
              and June 30, 2002                                              5

           Notes to condensed consolidated financial statements -
              June 29, 2003                                                  6

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

Item 3.    Quantitative and Qualitative Disclosures About Market Risk       19

Item 4.    Controls and Procedures                                          19


PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings - none.                                        20

Item 2.    Changes in Securities - none.                                    20

Item 3.    Defaults upon Senior Securities - none.                          20

Item 4.    Submission of Matters to a Vote of Security Holders - none.      20

Item 5.    Other Information - none.                                        20

Item 6.    Exhibits and Reports on Form 8-K                                 20







                                     - 1 -
<PAGE>


PART I.     FINANCIAL INFORMATION

Item 1.     Condensed Consolidated Financial Statements (Unaudited)

<TABLE>
<CAPTION>
                                    COLUMBUS MCKINNON CORPORATION
                                CONDENSED CONSOLIDATED BALANCE SHEETS
                                             (UNAUDITED)
                                                                                 JUNE 29,          MARCH 31,
                                                                                   2003              2003
                                                                                ----------        ----------
ASSETS:                                                                                (IN THOUSANDS)
Current assets:
<S>                                                                             <C>               <C>
      Cash and cash equivalents                                                 $    5,226        $    1,943
      Trade accounts receivable                                                     77,965            79,335
      Unbilled revenues                                                              9,891             8,861
      Inventories                                                                   75,248            78,613
      Net assets held for sale                                                       1,800             1,800
      Prepaid expenses                                                              12,571            10,819
                                                                                ----------        ----------
Total current assets                                                               182,701           181,371
Property, plant, and equipment, net                                                 67,087            67,295
Goodwill and other intangibles, net                                                195,117           195,129
Marketable securities                                                               23,804            21,898
Deferred taxes on income                                                            14,747            15,245
Other assets                                                                         1,916             1,668
                                                                                ----------        ----------
Total assets                                                                    $  485,372        $  482,606
                                                                                ==========        ==========

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
      Notes payable to banks                                                    $    6,516        $    2,245
      Trade accounts payable                                                        23,421            28,654
      Accrued liabilities                                                           45,021            36,540
      Restructuring reserve                                                          2,061             2,331
      Current portion of long-term debt                                              4,838             4,981
                                                                                ----------        ----------
Total current liabilities                                                           81,857            74,751
Senior debt, less current portion                                                   99,464           109,355
Subordinated debt                                                                  199,747           199,734
Other non-current liabilities                                                       46,288            46,059
                                                                                ----------        ----------
Total liabilities                                                                  427,356           429,899
                                                                                ----------        ----------
Shareholders' equity
      Common stock                                                                     149               149
      Additional paid-in capital                                                   104,283           104,412
      Accumulated deficit                                                          (26,048)          (26,547)
      ESOP debt guarantee                                                           (5,562)           (5,709)
      Unearned restricted stock                                                       (208)             (208)
      Accumulated other comprehensive loss                                         (14,598)          (19,390)
                                                                                ----------        ----------
Total shareholders' equity                                                          58,016            52,707
                                                                                ----------        ----------
Total liabilities and shareholders' equity                                      $  485,372        $  482,606
                                                                                ==========        ==========
</TABLE>

          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
                                                                                     ------------------
                                                                                 JUNE 29,           JUNE 30,
                                                                                   2003               2002
                                                                                ----------         ----------
                                                                                   (IN THOUSANDS, EXCEPT
                                                                                      PER SHARE DATA)


<S>                                                                             <C>                <C>
Net sales                                                                       $  106,575         $  113,891
Cost of products sold                                                               80,677             86,261
                                                                                ----------         ----------
Gross profit                                                                        25,898             27,630
                                                                                ----------         ----------

Selling expenses                                                                    11,922             11,323
General and administrative expenses                                                  5,767              6,704
Restructuring charges                                                                  801                  -
Amortization of intangibles                                                            142                129
                                                                                ----------         ----------
                                                                                    18,632             18,156
                                                                                ----------         ----------

Income from operations                                                               7,266              9,474
Interest and debt expense                                                            9,672              7,277
Other (income) and expense, net                                                     (3,094)            (3,493)
                                                                                ----------         ----------
Income from operations before income tax expense
     and cumulative effect of accounting change                                        688              5,690
Income tax expense                                                                     189              2,191
                                                                                ----------         ----------
Income from operations before cumulative effect
     of accounting change                                                              499              3,499
Cumulative effect of change in accounting principle                                      -             (8,000)
                                                                                -----------        ----------
Net income (loss)                                                                      499             (4,501)
Accumulated deficit - beginning of period                                          (26,547)           (12,536)
                                                                                ----------         ----------
Accumulated deficit - end of period                                             $  (26,048)        $  (17,037)
                                                                                ===========        ==========

Earnings per share data, basic and diluted:
     Income from operations before cumulative effect
         of accounting change                                                   $     0.03         $     0.24
     Cumulative effect of accounting change                                              -              (0.55)
                                                                                ----------         ----------
     Net income (loss)                                                          $     0.03         $    (0.31)
                                                                                ==========         ==========
</TABLE>



          SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.




                                               - 3 -
<PAGE>


<TABLE>
<CAPTION>

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

                                                                                     THREE MONTHS ENDED
                                                                                     ------------------
                                                                                 JUNE 29,          JUNE 30,
                                                                                   2003              2002
                                                                                ----------        ----------
                                                                                       (IN THOUSANDS)
OPERATING ACTIVITIES:
Income from operations before cumulative effect
<S>                                                                             <C>               <C>
     of accounting change                                                       $      499        $    3,499
Adjustments to reconcile income from operations to net
   cash provided by (used in) operating activities:
     Depreciation and amortization                                                   2,735             2,866
     Deferred income taxes                                                             498                31
     Gain on sale of real estate/investments                                        (3,282)           (2,757)
     Other                                                                             496               575
     Changes in operating assets and liabilities:
           Trade accounts receivable                                                 2,286               777
           Unbilled revenues                                                        (1,152)               57
           Inventories                                                               4,827            (2,156)
           Prepaid expenses                                                         (1,717)           (1,939)
           Other assets                                                                (66)               68
           Trade accounts payable                                                   (6,030)             (549)
           Accrued and non-current liabilities                                       7,885            (6,614)
                                                                                ----------        ----------
Net cash provided by (used in) operating activities                                  6,979            (6,142)
                                                                                ----------        ----------

INVESTING ACTIVITIES:
Purchase of marketable securities, net                                                (415)              (50)
Capital expenditures                                                                (1,499)             (950)
Proceeds from sale of business                                                           -            15,950
Net assets held for sale                                                             3,282             1,990
                                                                                ----------        ----------
Net cash provided by investing activities                                            1,368            16,940
                                                                                ----------        ----------

FINANCING ACTIVITIES:
Net borrowings (payments) under revolving
     line-of-credit agreements                                                      16,602           (21,529)
Repayment of debt                                                                  (21,867)             (334)
Reduction of ESOP debt guarantee                                                       147               116
Other                                                                                 (205)             (852)
                                                                                ----------        -----------
Net cash used in financing activities                                               (5,323)          (22,599)
Effect of exchange rate changes on cash                                                259               510
                                                                                ----------        ----------
Net cash provided by (used in) continuing operations                                 3,283           (11,291)
Net cash provided by discontinued operations                                             -               482
                                                                                ----------        ----------
Net change in cash and cash equivalents                                              3,283           (10,809)
Cash and cash equivalents at beginning of period                                     1,943            13,068
                                                                                ----------        ----------
Cash and cash equivalents at end of period                                      $    5,226        $    2,259
                                                                                ==========        ==========
</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
                                                                                     ------------------
                                                                                 JUNE 29,          JUNE 30,
                                                                                   2003              2002
                                                                                ----------        ----------
                                                                                         (IN THOUSANDS)

<S>                                                                             <C>               <C>
Net income (loss)                                                               $      499        $   (4,501)
                                                                                ----------        ----------
Other comprehensive income, net of tax:
  Foreign currency translation adjustments                                           3,110             5,623
  Unrealized gain (loss) on derivatives qualifying as hedges                           191              (130)
  Unrealized gain (loss) on investments:
    Unrealized holding gain (loss) arising during the period                         1,278              (989)
    Less: reclassification adjustment for loss
           (gain) included in net income                                               213            (2,034)
                                                                                ----------        ----------
                                                                                     1,491            (3,023)
                                                                                ----------        ----------
Total other comprehensive income                                                     4,792             2,470
                                                                                ----------        ----------
Comprehensive income (loss)                                                     $    5,291        $   (2,031)
                                                                                ==========        ==========
</TABLE>


          SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.































                                               - 5 -

<PAGE>

                          COLUMBUS MCKINNON CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                (TABULAR AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
                                  JUNE 29, 2003


1.   The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with generally accepted  accounting  principles
     for  interim  financial  information.  In the  opinion of  management,  all
     adjustments  (consisting of normal recurring accruals) considered necessary
     for a fair  presentation  of the  financial  position of Columbus  McKinnon
     Corporation  (the  Company)  at  June  29,  2003,  and the  results  of its
     operations  and its cash flows for the three month  periods  ended June 29,
     2003 and June 30, 2002,  have been  included.  Results for the period ended
     June 29, 2003 are not  necessarily  indicative  of the results  that may be
     expected for the year ended March 31, 2004. For further information,  refer
     to the consolidated  financial statements and footnotes thereto included in
     the Company's annual report on Form 10-K for the year ended March 31, 2003.

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

2.   The Company has two stock-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:

<TABLE>
<CAPTION>
                                                                         THREE MONTHS ENDED
                                                                --------------------------------------
                                                                 JUNE 29, 2003          JUNE 30, 2002
                                                                --------------------------------------
<S>                                                             <C>                    <C>
        Net income (loss), as reported......................... $           499        $      (4,501)
          Deduct: Total stock based employee compensation
          expenses determined under fair value based method
          for all awards, net of related tax effects...........            (141)                (255)
                                                                --------------------------------------
          Net income (loss), pro forma......................... $           358        $      (4,756)
                                                                ======================================
       Basic and diluted income (loss) per share:
          As reported.......................................... $          0.03        $       (0.31)
                                                                ======================================
          Pro forma............................................ $          0.02        $       (0.33)
                                                                ======================================
</TABLE>

                                     - 6 -

<PAGE>

3.   Inventories consisted of the following:

                                                JUNE 29,          MARCH 31,
                                                  2003              2003
                                               ----------        ----------
     At cost - FIFO basis:
          Raw materials.....................   $   39,266        $   42,707
          Work-in-process...................       10,399            10,361
          Finished goods....................       33,229            33,072
                                               ----------        ----------
                                                   82,894            86,140
     LIFO cost less than FIFO cost..........       (7,646)           (7,527)
                                               ----------        ----------
     Net inventories   .....................   $   75,248        $   78,613
                                               ==========        ==========

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

4.   On November 21, 2002, the Company refinanced its credit facilities. The new
     arrangement  consisted of a Revolving Credit  Facility,  a Term Loan, and a
     Senior Second Secured Term Loan.  The Revolving  Credit  Facility  provides
     availability  up to a maximum of $57 million  ($22 million  outstanding  at
     June 29, 2003).  Interest is payable at varying  Eurodollar  rates based on
     LIBOR or prime plus a spread  determined  by the Company's  leverage  ratio
     amounting to 275 or 150 basis points, respectively, at June 29, 2003 (4.00%
     or 5.50%).  The  Revolving  Credit  Facility is secured by all domestic and
     Canadian inventory, receivables, equipment, real property, subsidiary stock
     (limited to 65% for foreign subsidiaries) and intellectual property.

     The Term Loan requires  quarterly  payments of $1,179,000,  which, with the
     effect of the  refinancing  described  below,  would result in repayment in
     full on October 1, 2005.  Interest is payable at varying  Eurodollar  rates
     based on LIBOR plus a spread  determined  by the Company's  leverage  ratio
     amounting  to 325 basis points at June 29, 2003  (4.54%).  The Term Loan is
     secured by all domestic inventory,  receivables,  equipment, real property,
     subsidiary stock (limited to 65% for foreign subsidiaries) and intellectual
     property.

     The Senior Second  Secured Term loan was repaid in its entirety on July 22,
     2003 as outlined below. As a result of the repayment occurring prior to the
     first  anniversary  of the loan,  approximately  $1.1  million of  interest
     expense will be reversed in the second quarter of fiscal 2004.

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

     The carrying amount of the Company's senior debt  instruments  approximates
     the fair  value  based on  current  market  rates.  At June 29,  2003,  the
     Company's  subordinated  debt  had an  approximate  fair  market  value  of
     $158,000,000 based on quoted market prices, which is less than the carrying
     amount of $199,747,000.

     From time to time, the Company manages its debt portfolio by using interest
     rate swaps to achieve an overall  desired  position  of fixed and  floating
     rates.  The Company  entered into an interest  rate swap  agreement,  which
     matured in June 2003. The cash flow hedge was considered  effective and the
     gain  or  loss  on  the  change  in  fair  value  was   reported  in  other
     comprehensive  loss,  net of tax and  amounted  to a gain  of $191  for the
     fiscal 2004 quarter versus a loss of $130 for the fiscal 2003 quarter.

                                     - 7 -
<PAGE>

     On July 22, 2003,  the Company  issued $115  million of 10% Senior  Secured
     Notes (10% Notes) due August 1, 2010. The following table sets forth actual
     long-term  debt as of June 29,  2003 and as  adjusted to give effect to the
     use of proceeds from the note offering:

                                                           JUNE 29, 2003
                                                --------------------------------
                                                    ACTUAL         AS ADJUSTED
                                                --------------------------------

        Revolving Credit Facility...............  $   22,203        $   12,203
        Term Loan...............................      14,635            10,735
        Senior Second Secured Term Loan.........      66,800                 -
        10% Senior Secured Notes................           -           115,000
        Other senior debt.......................         664               664
        8 1/2% Senior Subordinated Notes........     199,747           164,097
                                                --------------------------------
        Total long-term debt....................  $  304,049        $  302,699
                                                ================================

     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 the  option of the  Company,  prior to August 1, 2007 in the
     absence  of an equity  offering.  The  Company  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 the
     Company  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.

     As a result of the bond offering and repayment of the Senior Second Secured
     Term Loan and a portion  of the Term  Loan and 8 1/2%  Senior  Subordinated
     Notes,  approximately  $4.9  million of  deferred  financing  costs will be
     written-off  in the  second  quarter  of fiscal  2004.  Approximately  $3.0
     million of new deferred financing costs were incurred and will be amortized
     over the seven year term of the 10% Notes. In addition, a $5.6 million gain
     will be  recorded in the fiscal 2004  quarter for the  redemption  of the 8
     1/2% Notes at a discount.

     Also,  effective  August 4, 2003, the Company entered into an interest rate
     swap  agreement to  effectively  convert $93.5  million of fixed-rate  debt
     (10%) to variable-rate  debt (LIBOR plus 578.2 basis points) through August
     2008 and $57.5 million from August 2008 through August 2010.

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



                                     - 8 -

<PAGE>

6.   During  the first  quarter  of  fiscal  2004,  the  Company  implemented  a
     Corporate-wide reorganization plan and recorded restructuring costs of $0.8
     million  related to various  employee  termination  benefits.  All of these
     costs  are  related  to  the  Products  segment,   with  the  exception  of
     approximately   $0.1  million.   Approximately  40  employees  were  to  be
     terminated at the various  facilities.  As of June 29, 2003,  substantially
     all of the  terminations  had occurred,  with the remainder to occur by the
     end of the second quarter of fiscal 2004. The liability as of June 29, 2003
     consists of severance  payments and costs  associated  with the preparation
     and maintenance of non-operating of facilities prior to disposal which were
     accrued  prior  to the  adoption  of SFAS No.  146  "Accounting  for  Costs
     Associated  with Exit or Disposal  Activities."  Regarding  our fiscal 2003
     projects,  of the four facilities being completely  closed and prepared for
     disposal,  two are  expected  to be  disposed  of in the second  quarter of
     fiscal 2004 and two others in the second half of Fiscal 2005.

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

<TABLE>
<CAPTION>
                                    FISCAL 2002            FISCAL 2003             FISCAL 2004
                                    -----------      ------------------------      -----------
                                     FACILITY        EMPLOYEE        FACILITY        EMPLOYEE          TOTAL
                                    -------------------------------------------------------------------------
<S>                                  <C>             <C>             <C>             <C>             <C>
   Reserve at March 31, 2003.......  $    360        $    922        $  1,049        $      -        $  2,331
   Fiscal 2004 first quarter
      restructuring charges........         -              41              97             663             801
   Cash payments...................       (33)           (416)           (345)           (277)         (1,071)
                                    -------------------------------------------------------------------------
   Reserve at June 29, 2003........  $    327        $    547        $    801        $    386        $  2,061
                                    =========================================================================
</TABLE>

7.   Income tax expense as a percentage  of income before income tax expense was
     27.5% and 38.5% in the fiscal  2004 and 2003  quarters,  respectively.  The
     percentage  for fiscal  2004  varies  from the U.S.  statutory  rate due to
     jurisdictional mix.

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

<TABLE>
<CAPTION>
                                                                                     THREE MONTHS ENDED
                                                                                 JUNE 29,          JUNE 30,
                                                                                   2003              2002
                                                                                ----------        ----------
     Numerator for basic and diluted earnings per share:
     <S>                                                                        <C>               <C>
       Net income (loss) .................................................      $      499        $   (4,501)
                                                                                ==========        ==========
     Denominators:
       Weighted-average common stock outstanding -
           denominator for basic EPS......................................          14,539            14,477
       Effect of dilutive employee stock options..........................               -                 -
                                                                                ----------        ----------

       Adjusted weighted-average common stock outstanding
         and assumed conversions - denominator for diluted EPS............          14,539            14,477
                                                                                ==========        ==========
</TABLE>


                                     - 9 -

<PAGE>

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

     Segment  information as of and for the three months ended June 29, 2003 and
     June 30, 2002, is as follows:

<TABLE>
<CAPTION>
                                                                    THREE MONTHS ENDED JUNE 29, 2003
                                                                    --------------------------------
                                                             PRODUCTS           SOLUTIONS            TOTAL
                                                            -----------        -----------        -----------
<S>                                                         <C>                <C>                <C>
     Sales to external customers......................      $    91,957        $    14,618        $   106,575
     Operating income before restructuring
        charges and amortization..............                    8,148                 61              8,209
     Depreciation and amortization....................            2,441                294              2,735
     Total assets.....................................          451,357             34,015            485,372

                                                                    THREE MONTHS ENDED JUNE 30, 2002
                                                                    --------------------------------
                                                             PRODUCTS           SOLUTIONS            TOTAL
                                                            -----------        -----------        -----------
     Sales to external customers......................      $    97,854        $    16,037        $   113,891
     Operating income before restructuring
        charges and amortization..............                    8,960                643              9,603
     Depreciation and amortization....................            2,616                250              2,866
     Total assets.....................................          433,247             67,390            500,637

</TABLE>

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

<TABLE>
<CAPTION>
                                                                               THREE MONTHS ENDED
                                                                               ------------------
                                                                           JUNE 30,           JUNE 29,
                                                                             2003               2002
                                                                             ----               ----
          Operating income before restructuring
<S>                                                                      <C>                <C>
             charges and amortization.................................   $     8,209        $     9,603
          Restructuring charges.......................................          (801)                 -
          Amortization of intangibles.................................          (142)              (129)
          Interest and debt expense...................................        (9,672)            (7,277)
          Other income and (expense), net.............................         3,094              3,493
                                                                         -----------        -----------
          Income from operations before income tax expense
             and cumulative effect of accounting change...............   $       688        $     5,690
                                                                         ===========        ===========
</TABLE>


                                     - 10 -

<PAGE>



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

<TABLE>
<CAPTION>

                                                                                   Non-        Elimina-      Consoli-
(In thousands)                                        Parent      Guarantors    Guarantors      tions         dated
                                                    ------------------------------------------------------------------
AS OF JUNE 29, 2003
Current assets:
<S>                                                 <C>           <C>           <C>           <C>           <C>
 Cash and cash equivalents                          $    1,901    $     (917)   $    4,242    $        -    $    5,226
 Trade accounts receivable and unbilled revenues        50,855           (10)       37,011             -        87,856
 Inventories                                            35,935        18,909        21,376          (972)       75,248
 Other current assets                                    9,553           (53)        4,871             -        14,371
                                                    ------------------------------------------------------------------
  Total current assets                                  98,244        17,929        67,500          (972)      182,701
 Property, plant, and equipment, net                    31,329        16,018        19,740             -        67,087
 Goodwill and other intangibles, net                    98,569        57,364        39,184             -       195,117
 Intercompany                                           37,999       (68,577)      (41,488)       72,066             -
 Other assets                                          207,515       174,335        32,115      (373,498)       40,467
                                                    ------------------------------------------------------------------
  Total assets                                      $  473,656    $  197,069    $  117,051    $ (302,404)   $  485,372
                                                    ==================================================================


Current liabilities                                 $   45,943    $    9,955    $   28,808    $   (2,849)   $   81,857
 Long-term debt, less current portion                  283,697             -        15,514             -       299,211
 Other non-current liabilities                          27,565        14,286         4,437             -        46,288
                                                    ------------------------------------------------------------------
  Total liabilities                                    357,205        24,241        48,759        (2,849)      427,356

Shareholders' equity                                   116,451       172,828        68,292      (299,555)       58,016
                                                    ------------------------------------------------------------------
  Total liabilities and shareholders' equity        $  473,656    $  197,069    $  117,051    $ (302,404)   $  485,372
                                                    ==================================================================




FOR THE THREE MONTHS ENDED JUNE 29, 2003
Net sales                                           $   53,053    $   27,661    $   30,792    $   (4,931)   $  106,575
Cost of products sold                                   40,356        22,016        23,236        (4,931)       80,677
                                                    ------------------------------------------------------------------
Gross profit                                            12,697         5,645         7,556             -        25,898
                                                    ------------------------------------------------------------------
Selling, general and administrative expenses             8,370         2,971         6,348             -        17,689
Restructuring charges                                      747             -            54             -           801
Amortization of intangibles                                 58             -            84                         142
                                                    ------------------------------------------------------------------
                                                         9,175         2,971         6,486             -        18,632
                                                    ------------------------------------------------------------------
Income from operations                                   3,522         2,674         1,070             -         7,266
Interest and debt expense                                9,172             -           500             -         9,672
Other (income) and expense, net                            198        (3,282)          (10)            -        (3,094)
                                                    ------------------------------------------------------------------
Income before income taxes                              (5,848)        5,956           580             -           688
Income tax expense                                      (2,322)        2,368           143             -           189
                                                    ------------------------------------------------------------------
Net (loss) income                                   $   (3,526)   $    3,588    $      437    $        -    $      499
                                                    ==================================================================


                                                    - 11 -

<PAGE>

                                                                                   Non-        Elimina-      Consoli-
(In thousands)                                        Parent      Guarantors    Guarantors      tions         dated
                                                    ------------------------------------------------------------------
FOR THE THREE MONTHS ENDED JUNE 29, 2003
OPERATING ACTIVITIES:
Net cash provided by (used in) operating
     activities                                     $   17,587    $   (3,282)   $   (7,326)   $        -    $    6,979
                                                    ------------------------------------------------------------------

INVESTING ACTIVITIES:
Purchase of marketable securities, net                    (415)            -             -             -          (415)
Capital expenditures                                    (1,020)          (86)         (393)            -        (1,499)
Other                                                        -         3,282             -             -         3,282
                                                    ------------------------------------------------------------------
Net cash (used in) provided by investing
     activities                                         (1,435)        3,196          (393)            -         1,368
                                                    ------------------------------------------------------------------

FINANCING ACTIVITIES:
Net borrowings under revolving
     line-of-credit agreements                           7,324             -         9,278             -        16,602
Repayment of debt                                      (21,472)            -          (395)            -       (21,867)
Other                                                      (58)            -             -             -           (58)
                                                    ------------------------------------------------------------------
Net cash  (used in) provided by financing
     activities                                        (14,206)            -         8,883             -        (5,323)
Effect of exchange rate changes on cash                   (101)           (2)          362             -           259
                                                    ------------------------------------------------------------------
Net change in cash and cash equivalents                  1,845           (88)        1,526             -         3,283
Cash and cash equivalents at
     beginning of period                                    56          (829)        2,716             -         1,943
                                                    ------------------------------------------------------------------
Cash and cash equivalents at end of period          $    1,901    $     (917)   $    4,242    $        -    $    5,226
                                                    ==================================================================


AS OF JUNE 30,  2002
Current assets:
 Cash and cash equivalents                          $     (538)   $     (835)   $    3,632    $        -    $    2,259
 Trade accounts receivable and unbilled
      revenues                                          54,316         5,760        25,771             -        85,847
 Inventories                                            42,635        24,189        27,882          (949)       93,757
 Other current assets                                   10,531        (1,368)        4,193             -        13,356
                                                    -------------------------------------------------------------------
  Total current assets                                 106,944        27,746        61,478          (949)      195,219
 Property, plant, and equipment, net                    34,725        17,896        17,297             -        69,918
 Goodwill and other intangibles, net                    36,623       121,049        44,821             -       202,493
 Intercompany                                          259,219      (273,512)      (57,747)       72,040             -
 Other assets                                           76,853       159,486        (1,551)     (201,781)       33,007
                                                    -------------------------------------------------------------------
  Total assets                                      $  514,364    $   52,665    $   64,298    $ (130,690)   $  500,637
                                                    ===================================================================


Current liabilities                                 $  165,004    $    5,006    $   22,708    $   (2,866)   $  189,852
 Long-term debt, less current portion                  199,694             -         1,829             -       201,523
 Other non-current liabilities                          17,078        11,182         3,253             -        31,513
                                                    -------------------------------------------------------------------
  Total liabilities                                    381,776        16,188        27,790        (2,866)      422,888

Shareholders' equity                                   132,588        36,477        36,508      (127,824)       77,749
                                                    -------------------------------------------------------------------
  Total liabilities and shareholders' equity        $  514,364    $   52,665    $   64,298    $ (130,690)   $  500,637
                                                    ===================================================================


                                                    - 12 -

<PAGE>

                                                                                   Non-         Elimina-     Consoli-
(In thousands)                                        Parent      Guarantors    Guarantors       tions         dated
                                                    -------------------------------------------------------------------
FOR THE THREE MONTHS ENDED JUNE 30, 2002
Net sales                                           $   58,521    $   31,052    $   28,297    $   (3,979)   $  113,891
Cost of products sold                                   44,448        24,320        21,472        (3,979)       86,261
                                                    -------------------------------------------------------------------
Gross profit                                            14,073         6,732         6,825             -        27,630
                                                    -------------------------------------------------------------------
Selling, general and administrative expenses             9,783         3,049         5,195             -        18,027
Amortization of intangibles                                 57             1            71             -           129
                                                    -------------------------------------------------------------------
                                                         9,840         3,050         5,266             -        18,156
                                                    -------------------------------------------------------------------
Income from operations                                   4,233         3,682         1,559             -         9,474
Interest and debt expense                                7,128            38           111             -         7,277
Other (income) and expense, net                         (3,359)          (60)          (74)            -        (3,493)
                                                    -------------------------------------------------------------------
Income before income taxes                                 464         3,704         1,522             -         5,690
Income tax expense                                         202         1,519           470             -         2,191
                                                    -------------------------------------------------------------------
Net income before cumulative effect of
     accounting change                                     262         2,185         1,052             -         3,499
                                                    -------------------------------------------------------------------
Cumulative effect of change in
     accounting  principle                                   -        (1,930)       (6,070)            -        (8,000)
                                                    -------------------------------------------------------------------
Net income (loss)                                   $      262    $      255    $   (5,018)   $        -    $   (4,501)
                                                    -------------------------------------------------------------------


FOR THE THREE MONTHS ENDED JUNE 30, 2002
OPERATING ACTIVITIES:
Net cash provided by (used in) operating
     activities                                     $    3,168    $   (5,751)   $   (3,559)   $        -    $   (6,142)
                                                    ------------------------------------------------------------------
INVESTING ACTIVITIES:
Purchase of marketable securities, net                     (50)            -             -             -           (50)
Capital expenditures                                      (362)         (258)         (330)            -          (950)
Proceeds from sale of business                               -        15,950             -             -        15,950
Other                                                        -         1,990             -             -         1,990
                                                    ------------------------------------------------------------------
Net cash (used in) provided by investing
     activities                                           (412)       17,682          (330)            -        16,940
                                                    ------------------------------------------------------------------
FINANCING ACTIVITIES:
Net (payments) borrowings under revolving
     line-of-credit agreements                         (10,249)      (11,551)          271             -       (21,529)
Repayment of debt                                         (329)            -            (5)            -          (334)
Other                                                     (736)            -             -             -          (736)
                                                    ------------------------------------------------------------------
Net cash  (used in) provided by financing
     activities                                        (11,314)      (11,551)          266             -       (22,599)
Effect of exchange rate changes on cash                     (4)            4           510             -           510
                                                    ------------------------------------------------------------------
Net cash (used in) provided by continuing
     operations                                         (8,562)          384        (3,113)            -       (11,291)
Net cash provided by discontinued operations                 -           482             -             -           482
                                                    ------------------------------------------------------------------
Net change in cash and cash equivalents                 (8,562)          866        (3,113)            -       (10,809)
Cash and cash equivalents at beginning of period         8,024        (1,701)        6,745             -        13,068
                                                    ------------------------------------------------------------------
Cash and cash equivalents at end of period          $     (538)   $     (835)   $    3,632    $        -    $    2,259
                                                    ==================================================================
</TABLE>

                                                    - 13 -

<PAGE>

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

The Company is a leading U.S.  designer and  manufacturer  of material  handling
products,  systems and services which efficiently and ergonomically  move, lift,
position or secure  material.  Key products  include hoists,  cranes,  chain and
forged   attachments.   The  Company's  material  handling  Products  are  sold,
domestically  and  internationally,  principally  to  third  party  distributors
through  diverse  distribution  channels,  and to a lesser  extent  directly  to
manufacturers  and  other  end-users.   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  businesses  primarily deal
directly  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.


RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 29, 2003 AND JUNE 30, 2002
Net sales in the fiscal  2004  quarter  ended  June 29,  2003 were  $106,575,  a
decrease of $7,316 or 6.4% from the quarter  ended June 30,  2002.  Sales in the
Products  segment  were  down  6.0%  as a  result  of the  ongoing  softness  in
industrial  markets,  offset by $1.8  million  attributable  to  translation  of
foreign  currencies,  particularly  the Euro,  into U.S.  dollars.  Sales in the
Solutions  segment decreased by 8.8%,primarily as a result of the divestiture of
a subsidiary ($1.7 million) on March 31, 2003. Sales in the individual  segments
were as follows,  in thousands of dollars and with  percentage  changes for each
segment:

<TABLE>
<CAPTION>
                                       THREE MONTHS ENDED
                                       ------------------
                                    JUNE 29,        JUNE 30,                 CHANGE
                                      2003            2002           AMOUNT            %
                                      ----            ----           ------         -------
                                             (IN THOUSANDS, EXCEPT PERCENTAGES)
<S>                                <C>             <C>             <C>                <C>
Products segment                   $    91,957     $    97,854     $    (5,897)       (6.0)
Solutions segment                       14,618          16,037          (1,419)       (8.8)
                                   -----------     -----------     -----------
Consolidated net sales             $   106,575     $   113,891     $    (7,316)       (6.4)
                                   ===========     ===========     ===========
</TABLE>

The  Company's  consolidated  gross profit  margin was 24.3% for both the fiscal
2004 and 2003  quarters.  Gross  profit  margins  were  25.8%  and 25.5% for the
Products  segment and 14.9% and 16.7% for the Solutions  segment,  in the fiscal
2004 and 2003 quarters,  respectively. The maintenance of the consolidated gross
profit margin and the Products  segment gross profit margin  despite lower sales
volumes  is the  result of cost  containment  activities.  The  decrease  in the
Solutions  segment gross profit margin was the result of a shift in sales mix to
larger  integrated  solutions  projects which typically carry lower gross profit
margins and the impact of the  divestiture  of a small  subsidiary  on March 31,
2003.

                                     - 14 -
<PAGE>


Selling  expenses were $11,922 and $11,323 in the fiscal 2004 and 2003 quarters,
respectively.  The increase is primarily  attributable to translation of foreign
currencies,  particularly  the Euro  into  U.S.  dollars  ($0.5  million).  As a
percentage of consolidated  net sales,  selling expenses were 11.2% and 9.9% for
the fiscal 2004 and 2003 quarters,  respectively.  The increase in percentage is
the result of the fixed nature of the selling expenses, including investments in
new markets, relative to a decrease in sales volume.

General and  administrative  expenses  were $5,767 and $6,704 in the fiscal 2004
and 2003 quarters,  respectively.  The decrease is the result of having no bonus
expense  in the  current  year  compared  to  prior  year  ($0.4  million),  the
divestiture of a small subsidiary  ($0.2 million) and general cost  containment.
As a percentage of consolidated net sales,  general and administrative  expenses
were 5.4% and 5.9% in the fiscal 2004 and 2003 quarters, respectively.

During  the  first   quarter  of  fiscal  2004,   the  Company   implemented   a
Corporate-wide  reorganization  plan and  recorded  restructuring  costs of $0.8
million related to various employee termination benefits. All of these costs are
related to the  Products  segment,  with the  exception  of  approximately  $0.1
million.  Approximately  40  employees  were  to be  terminated  at the  various
facilities.  As of June 29,  2003,  substantially  all of the  terminations  had
occurred, with the remainder to occur by the end of the second quarter of fiscal
2004. The liability as of June 29, 2003 consists of severance payments and costs
associated with the preparation and maintenance of  non-operating  of facilities
prior to  disposal  which were  accrued  prior to the  adoption  of SFAS No. 146
"Accounting for Costs  Associated with Exit or Disposal  Activities".  Regarding
our fiscal 2003 projects,  of the four facilities  being  completely  closed and
prepared for disposal,  two are expected to be disposed of in the second quarter
of fiscal 2004 and two others in the second half of Fiscal 2005.

Amortization  of  intangibles  was  $142 and  $129 in the  fiscal  2004 and 2003
quarters, respectively.

Interest  and debt  expense  was $9,672  and $7,277 in the fiscal  2004 and 2003
quarters, respectively. The company renegotiated its credit facility in November
of 2002. A portion of the renegotiated debt has a higher effective interest rate
than the Company's  previous  credit  facility,  causing an increase in interest
expense despite the reduced debt level. In addition,  the Company  incurred $1.2
million in the fiscal 2004 first  quarter  for  amendment  fees  relating to the
credit facilities.  As a percentage of consolidated net sales, interest and debt
expense was 9.1% and 6.4% for the fiscal 2004 and 2003 quarters, respectively.

Other (income) and expense, net was ($3,094) and ($3,493) in the fiscal 2004 and
2003  quarters,  respectively.  The 2004 amount is  composed of $3.3  million in
proceeds  from the sale of excess  property,  while the 2003 amount is primarily
the  result  of  realized  gains of $3.2  million  on the  Company's  marketable
securities held by its captive insurance subsidiary.

Income tax expense as a percentage of income before income tax expense was 27.5%
and 38.5% in the fiscal 2004 and 2003 quarters, respectively. The percentage for
fiscal 2004 varies from the U.S. statutory rate due to jurisdictional mix.




                                     - 15 -

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

On November 21, 2002,  the Company  refinanced  its credit  facilities.  The new
arrangement  consisted of a Revolving Credit Facility, a Term Loan, and a Senior
Second Secured Term Loan. The Revolving Credit Facility provides availability up
to a maximum of $57 million ($22 million outstanding at June 29, 2003). Interest
is  payable at varying  Eurodollar  rates  based on LIBOR or prime plus a spread
determined by the Company's leverage ratio amounting to 275 or 150 basis points,
respectively,  at June 29, 2003 (4.00% or 5.50%).  The Revolving Credit Facility
is secured by all domestic and Canadian inventory, receivables,  equipment, real
property,  subsidiary  stock  (limited  to 65%  for  foreign  subsidiaries)  and
intellectual property.

The Term Loan requires quarterly payments of $1,179,000,  which, with the effect
of the refinancing described below, would result in repayment in full on October
1, 2005.  Interest is payable at varying  Eurodollar rates based on LIBOR plus a
spread determined by the Company's  leverage ratio amounting to 325 basis points
at June 29, 2003  (4.54%).  The Term Loan is secured by all domestic  inventory,
receivables,  equipment,  real  property,  subsidiary  stock (limited to 65% for
foreign subsidiaries) and intellectual property.

The Senior Second  Secured Term loan was repaid in its entirety on July 22, 2003
as outlined  below.  As a result of the repayment  occurring  prior to the first
anniversary of the loan,  approximately $1.1 million of interest expense will be
reversed in the second quarter of fiscal 2004.

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

The carrying amount of the Company's  senior debt  instruments  approximates the
fair value  based on current  market  rates.  At June 29,  2003,  the  Company's
subordinated debt had an approximate fair market value of $158,000,000  based on
quoted market prices, which is less than the carrying amount of $199,747,000.

From time to time, the Company manages its debt portfolio by using interest rate
swaps to achieve an overall desired  position of fixed and floating  rates.  The
Company  entered into an interest  rate swap  agreement,  which  matured in June
2003. The cash flow hedge was  considered  effective and the gain or loss on the
change in fair value was reported in other  comprehensive  loss,  net of tax and
amounted to a gain of $191 for the fiscal 2004 quarter versus a loss of $130 for
the fiscal 2003 quarter.

On July 22, 2003,  the Company  issued $115 million of 10% Senior  Secured Notes
(10% Notes) due August 1, 2010. The following table sets forth actual  long-term
debt as of June 29,  2003 and as  adjusted to give effect to the use of proceeds
from the note offering:








                                     - 16 -

<PAGE>
                                                           JUNE 29, 2003
                                                --------------------------------
                                                    ACTUAL         AS ADJUSTED
                                                --------------------------------

        Revolving Credit Facility...............  $   22,203        $   12,203
        Term Loan...............................      14,635            10,735
        Senior Second Secured Term Loan.........      66,800                 -
        10% Senior Secured Notes................           -           115,000
        Other senior debt.......................         664               664
        8 1/2% Senior Subordinated Notes........     199,747           164,097
                                                --------------------------------
        Total long-term debt....................  $  304,049        $  302,699
                                                ================================

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
the option of the  Company,  prior to August 1, 2007 in the absence of an equity
offering.  The  Company  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 the Company 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.

As a result of the bond offering and repayment of the Senior Second Secured Term
Loan and a  portion  of the  Term  Loan and 8 1/2%  Senior  Subordinated  Notes,
approximately  $4.9 million of deferred  financing  costs will be written-off in
the second  quarter of fiscal 2004.  Approximately  $3.0 million of new deferred
financing  costs were incurred and will be amortized over the seven year term of
the 10% Notes.  In addition,  a $5.6 million gain will be recorded in the fiscal
2004 quarter for the redemption of the 8 1/2% Notes at a discount.

In addition, effective August 4, 2003, the Company entered into an interest rate
swap agreement to effectively  convert $93.5 million of fixed-rate debt (10%) to
variable-rate debt (LIBOR plus 578.2 basis points) through August 2008 and $57.5
million from August 2008 through August 2010.

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

Net cash provided by operating  activities was $6,979 for the three months ended
June 29, 2003  compared to net cash used by operating  activities  of $6,142 for
the three months ended June 30, 2002. The $13,121  improvement is due to changes
in net working  capital  components,  primarily  inventories  ($7.0 million) and
accounts  payable  and  accrued  liabilities  ($9.0  million)  offset  by  lower
operating income ($3.0 million).


                                     - 17 -
<PAGE>

Net cash  provided by  investing  activities  decreased  to $1,368 for the three
months ended June 29, 2003 from $16,940 for the three months ended June 30, 2002
as a result of the proceeds  from the sale of ASI in the first quarter of fiscal
2003.

Net cash used in financing activities was $5,323 for the three months ended June
29, 2003  compared  to $22,599 for the three  months  ended June 30,  2002.  The
$17,276  decrease is primarily  the result of proceeds from the sale of ASI used
to repay debt in the first quarter of fiscal 2003.


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 three months ended June 29, 2003 and June 30, 2002
were $1,499 and $950, respectively.


INFLATION AND OTHER MARKET CONDITIONS

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


SEASONALITY AND QUARTERLY RESULTS

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


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

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


                                     - 18 -

<PAGE>


Item 3.    Quantitative and Qualitative Disclosures About Market Risk

Effective  August 4,  2003,  the  Company  entered  into an  interest  rate swap
agreement to  effectively  convert  $93.5  million of  fixed-rate  debt (10%) to
variable-rate debt (LIBOR plus 578.2 basis points) through August 2008 and $57.5
million from August 2008 through August 2010.

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


Item 4.    Controls and Procedures

Within  90 days  before  the  filing  date of this  report,  we  carried  out an
evaluation,  under the supervision and with the participation of our management,
including  our chief  executive  officer  and chief  financial  officer,  of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures pursuant to the Securities  Exchange Act of 1934, Rule 13a-14.  Based
upon that evaluation, our management,  including our chief executive officer and
chief financial officer,  concluded that our disclosure  controls and procedures
were effective in timely  alerting them to material  information  relating to us
required  to be  included  in our  periodic  SEC  filings.  There  have  been no
significant  changes in our  internal  controls or in other  factors  that could
significantly   affect  internal  controls  subsequent  to  the  date  of  their
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.





























                                     - 19 -

<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 4.1      Registration  Rights  Agreement  dated July 15, 2003
                            among Columbus  McKinnon Corporation,  Credit Suisse
                            First Boston LLC and Fleet Securities, Inc.

           Exhibit 4.2      Indenture   among   Columbus   McKinnon Corporation,
                            the  subsidiary  guarantors  named on  the signature
                            pages   thereto   and  U.S.   Bank   Trust  National
                            Association, as trustee, dated July 22, 2003.

           Exhibit 10.1     Intercreditor Agreement,  dated as of July 22,  2003
                            among  Columbus  McKinnon Corporation  as  Borrower,
                            subsidiary  Guarantors  as  listed  thereto,   Fleet
                            Capital Corporation,  as Credit Agent, and U.S. Bank
                            Trust National Association, as Trustee.

           Exhibit 99.1     Certification of Chief Executive Officer

           Exhibit 99.2     Certification of Chief Financial Officer

           On July 8, 2003,  the Company filed a Current Report on Form 8-K with
           respect to its offer to sell $100 million in senior secured notes.

           On July 8, 2003,  the Company filed a Current Report on Form 8-K with
           respect to guidance  regarding its expected financial results for the
           first quarter of fiscal 2004.

           On July 8, 2003,  the Company filed a Current Report on Form 8-K with
           respect  to  certain  financial   information  contained  within  the
           preliminary confidential offering circular for $100 million in senior
           secured notes.

           On July 16, 2003, the Company filed a Current Report on Form 8-K with
           respect to its pricing of the $115 million in senior secured notes.

           On July 22, 2003, the Company filed a Current Report on Form 8-K with
           respect  to its  financial  results  for the first  quarter of fiscal
           2004.

           On July 22, 2003, the Company filed a Current Report on Form 8-K with
           respect  to its  completion  of the sale of $115  million  in  senior
           secured notes.


                                     - 20 -
<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: AUGUST 13, 2003                    /S/ ROBERT L. MONTGOMERY, JR.
      ----------------                   ---------------------------------
                                         Robert L. Montgomery, Jr.
                                         Executive Vice President and
                                           Chief Financial Officer (Principal
                                           Financial Officer)
































                                     - 21 -

<PAGE>




                                  CERTIFICATION

I, Timothy T. Tevens, Chief Executive Officer, certify that:

     1.   I have  reviewed  this  quarterly  report  on Form  10-Q  of  Columbus
          McKinnon Corporation;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and have:

          a.   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          b.   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c.   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent functions):

          a.   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b.   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The registrant's other certifying officer and I have indicated in this
          quarterly  report whether there were  significant  changes in internal
          controls or in other factors that could significantly  affect internal
          controls  subsequent  to the  date  of  our  most  recent  evaluation,
          including   any   corrective   actions  with  regard  to   significant
          deficiencies and material weaknesses.


Date:  August 13, 2003
/S/ TIMOTHY T. TEVENS
----------------------
Timothy T. Tevens
Chief Executive Officer


                                     - 22 -

<PAGE>



                                  CERTIFICATION

I, Robert L. Montgomery, Chief Financial Officer, certify that:

     1.   I have  reviewed  this  quarterly  report  on Form  10-Q  of  Columbus
          McKinnon Corporation;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and have:

          a.   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          b.   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c.   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent functions):

          a.   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b.   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The registrant's other certifying officer and I have indicated in this
          quarterly  report whether there were  significant  changes in internal
          controls or in other factors that could significantly  affect internal
          controls  subsequent  to the  date  of  our  most  recent  evaluation,
          including   any   corrective   actions  with  regard  to   significant
          deficiencies and material weaknesses.




Date:  August 13, 2003
/S/ ROBERT L. MONTGOMERY
------------------------
Robert L. Montgomery
Chief Financial Officer



                                     - 23 -