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 September 30, 2001

                                    or

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

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

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

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

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

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

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


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


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

The number of shares of common stock outstanding as of October 31, 2001 was:
14,895,172 shares.





<PAGE>


                                 FORM 10-Q INDEX
                          COLUMBUS MCKINNON CORPORATION
                               SEPTEMBER 30, 2001


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

Item 1.    Condensed Consolidated Financial Statements (Unaudited)

           Condensed consolidated balance sheets -
              September 30, 2001 and March 31, 2001                           2

           Condensed consolidated statements of income and retained
              earnings -Three months and six months ended
              September 30, 2001 and October 1, 2000                          3

           Condensed consolidated statements of cash flows -
              Six months ended September 30, 2001 and October 1, 2000         4

           Condensed consolidated statements of comprehensive
              income - Three months and six months ended
              September 30, 2001 and October 1, 2000                          5

           Notes to condensed consolidated financial statements -
              September 30, 2001                                              6


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


PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings - none.                                         19

Item 2.    Changes in Securities - none.                                     19

Item 3.    Defaults upon Senior Securities - none.                           19

Item 4.    Submission of Matters to a Vote of Security Holders               19

Item 5.    Other Information - none.                                         19

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









                                     - 1 -

<PAGE>


PART I.   FINANCIAL INFORMATION

Item 1.    Condensed Consolidated Financial Statements (Unaudited)

                          COLUMBUS MCKINNON CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                               SEPTEMBER 30,        MARCH 31,
                                                                                   2001               2001
                                                                                ----------        -----------
ASSETS:                                                                                 (IN THOUSANDS)
Current assets:
<S>                                                                             <C>                <C>
      Cash and cash equivalents                                                 $        -         $   14,015
      Trade accounts receivable                                                    115,432            140,234
      Unbilled revenues                                                             23,246             26,813
      Inventories                                                                  104,161            113,218
      Net assets held for sale                                                       4,112              4,270
      Prepaid expenses                                                               6,734              5,655
                                                                                ----------         ----------
Total current assets                                                               253,685            304,205
Property, plant, and equipment, net                                                 82,146             85,272
Goodwill and other intangibles, net                                                314,624            322,196
Marketable securities                                                               21,462             22,326
Deferred taxes on income                                                             7,345              5,696
Other assets                                                                         6,304              7,318
                                                                                ----------         ----------
Total assets                                                                    $  685,566         $  747,013
                                                                                ==========         ==========

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
      Notes payable to banks                                                    $    2,649         $    3,012
      Trade accounts payable                                                        52,504             44,936
      Excess billings                                                                2,886              1,623
      Accrued liabilities                                                           50,385             48,465
      Current portion of long-term debt                                              1,046              3,092
                                                                                ----------         ----------
Total current liabilities                                                          109,470            101,128
Senior debt, less current portion                                                  141,885            204,326
Subordinated debt                                                                  199,654            199,628
Other non-current liabilities                                                       33,812             34,067
                                                                                ----------         ----------
Total liabilities                                                                  484,821            539,149
                                                                                ----------         ----------
Shareholders' equity
      Common stock                                                                     149                149
      Additional paid-in capital                                                   105,345            105,418
      Retained earnings                                                            116,797            124,806
      ESOP debt guarantee                                                           (7,157)            (7,527)
      Unearned restricted stock                                                       (793)              (955)
      Total accumulated other comprehensive loss                                   (13,596)           (14,027)
                                                                                ----------         ----------
Total shareholders' equity                                                         200,745            207,864
                                                                                ----------         ----------
Total liabilities and shareholders' equity                                      $  685,566         $  747,013
                                                                                ==========         ==========
</TABLE>


SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                      - 2 -

<PAGE>

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


<TABLE>
<CAPTION>


                                                       THREE MONTHS ENDED                 SIX MONTHS ENDED
                                                       ------------------                 ----------------
                                                  SEPTEMBER 30,     OCTOBER 1,      SEPTEMBER 30,     OCTOBER 1,
                                                      2001             2000             2001             2000
                                                      ----             ----             ----             ----
                                                                (IN THOUSANDS, EXCEPT PER SHARE DATA)




<S>                                               <C>              <C>              <C>              <C>
Net sales                                         $   171,577      $   188,994      $   347,482      $   377,372
Cost of products sold                                 138,603          144,004          279,550          285,168
                                                  -----------      -----------      -----------      -----------
Gross profit                                           32,974           44,990           67,932           92,204
                                                  -----------      -----------      -----------      -----------

Selling expenses                                       11,447           12,332           23,081           24,814
General and administrative expenses                     8,416            9,961           15,783           20,301
Restructuring charges                                     727                -            9,567                -
Amortization of intangibles                             4,013            4,017            8,046            8,031
                                                  -----------      -----------      -----------      -----------
                                                       24,603           26,310           56,477           53,146
                                                  -----------      -----------      -----------      -----------

Income from operations                                  8,371           18,680           11,455           39,058
Interest and debt expense                               8,225            9,710           16,801           18,991
Interest and other income (expense)                        31              671              (81)           1,612
                                                  -----------      -----------      ------------     -----------
Income (loss) before income taxes                         177            9,641           (5,427)          21,679
Income tax expense                                      1,509            5,253              566           11,345
                                                  -----------      -----------      -----------      -----------
Net (loss) income                                      (1,332)           4,388           (5,993)          10,334
Retained earnings - beginning of period               119,139          118,529          124,806          113,582
Cash dividends of $0.07, $0.07, $0.14 and
   $0.14 per share                                     (1,010)          (1,002)          (2,016)          (2,001)
                                                  -----------      -----------      -----------      -----------
Retained earnings - end of period                 $   116,797      $   121,915      $   116,797      $   121,915
                                                  ===========      ===========      ===========      ===========

Earnings per share data, basic and diluted             $(0.09)           $0.31           $(0.42)           $0.72
                                                       ======            =====           ======            =====
</TABLE>


SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                     - 3 -

<PAGE>


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

                                                                                      SIX MONTHS ENDED
                                                                                      ----------------
                                                                               SEPTEMBER 30,       OCTOBER 1,
                                                                                   2001               2000
                                                                                ----------        -----------
                                                                                        (IN THOUSANDS)
OPERATING ACTIVITIES:
<S>                                                                             <C>                <C>
Net (loss) income                                                               $   (5,993)        $   10,334
Adjustments to reconcile net income to net cash
    provided by operating activities:
     Depreciation and amortization                                                  14,525             14,190
     Deferred income taxes                                                            (358)              (416)
     Other                                                                             730                627
     Changes in operating assets and liabilities:
           Trade accounts receivable                                                24,792             (2,522)
           Unbilled revenues and excess billings                                     4,830             (7,929)
           Inventories                                                               9,310             (3,115)
           Prepaid expenses                                                         (1,076)              (108)
           Other assets                                                               (172)              (219)
           Trade accounts payable                                                    7,506            (13,054)
           Accrued and non-current liabilities                                       1,409              7,645
                                                                                ----------         ----------
Net cash provided by operating activities                                           55,503              5,433
                                                                                ----------         ----------

INVESTING ACTIVITIES:
Purchase of marketable securities, net                                                 (25)            (1,834)
Capital expenditures                                                                (3,264)            (7,011)
Net assets held for sale                                                               158                259
                                                                                ----------         ----------
Net cash used in investing activities                                               (3,131)            (8,586)
                                                                                ----------         ----------

FINANCING ACTIVITIES:
Net (payments) borrowings under revolving line-of-credit agreements                (64,408)             6,761
Repayment of debt                                                                     (560)            (1,917)
Dividends paid                                                                      (2,016)            (2,001)
Reduction of ESOP debt guarantee                                                       370                418
Other                                                                                 (489)                 -
                                                                                ----------         ----------
Net cash (used in) provided by financing activities                                (67,103)             3,261
Effect of exchange rate changes on cash                                                516             (2,244)
                                                                                ----------         ----------
Net decrease in cash and cash equivalents                                          (14,215)            (2,136)
Cash and cash equivalents at beginning of period                                    14,215              7,582
                                                                                ----------         ----------
Cash and cash equivalents at end of period                                      $        -         $    5,446
                                                                                ==========         ==========

</TABLE>



SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.




                                     - 4 -

<PAGE>


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

<TABLE>
<CAPTION>

                                                       THREE MONTHS ENDED                 SIX MONTHS ENDED
                                                       ------------------                 ----------------
                                                  SEPTEMBER 30,     OCTOBER 1,      SEPTEMBER 30,     OCTOBER 1,
                                                      2001             2000             2001             2000
                                                      ----             ----             ----             ----
                                                                           (IN THOUSANDS)

<S>                                                <C>              <C>              <C>              <C>
Net (loss) income                                  $    (1,332)     $     4,388      $    (5,993)     $    10,334
                                                   -----------      -----------      -----------      -----------
Other comprehensive (loss) income, net of tax:
   Foreign currency translation adjustments              2,133           (3,545)           1,892           (3,254)
   Unrealized loss on derivatives
     qualifying as hedges                                 (695)               -             (572)               -
   Unrealized losses on investments:
     Unrealized holding (losses) gains arising
       during the period                                (1,726)             (45)          (1,527)             102
     Less:  reclassification adjustment for
       (gains) losses included in net income               241             (282)             638             (857)
                                                    ----------      -----------       ----------      -----------
                                                        (1,485)            (327)            (889)            (755)
                                                    ----------      -----------       ----------      -----------
Total other comprehensive (loss) income                    (47)          (3,872)             431           (4,009)
                                                    ----------      -----------       ----------      -----------
Comprehensive (loss) income                         $   (1,379)     $       516      $    (5,562)     $     6,325
                                                    ==========      ===========      ===========      ===========

</TABLE>



SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
















                                     - 5 -

<PAGE>



                          COLUMBUS MCKINNON CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                               SEPTEMBER 30, 2001


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 September  30, 2001,  and the results of its
     operations  and its cash flows for the three and  six-month  periods  ended
     September 30, 2001 and October 1, 2000, have been included. Results for the
     period  ended  September  30, 2001 are not  necessarily  indicative  of the
     results that may be expected for the year ended March 31, 2002. For further
     information,  refer to the consolidated  financial statements and footnotes
     thereto included in the Columbus McKinnon Corporation annual report on Form
     10-K for the year ended March 31, 2001.

     The  Company  is  a  broad-line  designer,  manufacturer  and  supplier  of
     sophisticated  material  handling  products that are widely  distributed to
     industrial,  automotive, and consumer markets globally; integrated material
     handling solutions for industrial markets; and integrated material handling
     solutions for automotive markets.  The Company's material handling products
     are sold,  domestically  and  internationally,  principally  to third party
     distributors through diverse distribution  channels, and to a lesser extent
     directly to  manufacturers  and other end-users.  The Company's  integrated
     material handling solutions  industrial  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.  The Company's  integrated material handling solutions
     automotive   business   primarily  deals  with  end  users  and  sales  are
     concentrated domestically and internationally (primarily North America), in
     the automotive industry.

2.   Inventories consisted of the following:

                                                 SEPTEMBER 30,     MARCH 31,
                                                     2001            2001
                                                  ----------      ----------
                                                        (IN THOUSANDS)
     At cost - FIFO basis:
        Raw materials.........................    $   56,251      $   60,908
        Work-in-process.......................        16,946          17,110
        Finished goods........................        38,581          41,850
                                                  ----------      ----------
                                                     111,778         119,868
     LIFO cost less than FIFO cost............        (7,617)         (6,650)
                                                  ----------      ----------
     Net inventories   .......................    $  104,161      $  113,218
                                                  ==========      ==========

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




                                     - 6 -

<PAGE>

3.   Property,  plant,  and equipment is net of $72,092,000  and  $65,613,000 of
     accumulated  depreciation  at  September  30,  2001  and  March  31,  2001,
     respectively.

4.   Goodwill and other  intangibles  is net of $70,285,000  and  $62,239,000 of
     accumulated  amortization  at  September  30,  2001  and  March  31,  2001,
     respectively.

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

6.   The carrying amount of the Company's senior debt  instruments  approximates
     the fair value.  The Company's  subordinated  debt has an approximate  fair
     value  of  $174,000,000,   which  is  less  than  its  carrying  amount  of
     $199,654,000.

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

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED               SIX MONTHS ENDED
                                                       ------------------               ----------------
                                                  SEPTEMBER 30,    OCTOBER 1,     SEPTEMBER 30,    OCTOBER 1,
                                                      2000            2000            2000            2000
                                                      ----            ----            ----            ----
                                                                         (IN THOUSANDS)
Numerator for basic and diluted earnings per share:
<S>                                                 <C>             <C>             <C>             <C>
  Net income                                        $ (1,332)       $  4,388        $ (5,993)       $ 10,334
                                                    ========        ========        ========        ========
Denominators:
  Weighted-average common stock outstanding -
      denominator for basic EPS                       14,407          14,308          14,399          14,298

  Effect of dilutive employee stock options                2               -               1               -
                                                    --------        --------        --------        --------
  Adjusted weighted-average common stock
     outstanding and assumed conversions -
     denominator for diluted EPS                      14,409          14,308          14,400          14,298
                                                    ========        ========        ========        ========
</TABLE>

8.   Income tax expense for the three and six-month  periods ended September 30,
     2001 and October 1, 2000, respectively,  exceeds the customary relationship
     between  income tax expense and income  (loss)  before  income taxes due to
     nondeductible   amortization   of   goodwill  of   $3,076,000   $3,097,000,
     $6,152,000, and $6,171,000, respectively.

9.   On April 1, 2001,  the Company  adopted  Statement of Financial  Accounting
     Standards  (SFAS) No.  133,  "Accounting  for  Derivative  Instruments  and
     Hedging  Activities,"  as amended,  which  requires  companies to carry all
     derivatives on the balance sheet at fair value. The Company  determines the
     fair  value of  derivatives  by  reference  to quoted  market  prices.  The
     accounting for changes in the fair value of a derivative instrument depends
     on  whether  it has been  designated  and  qualifies  as part of a  hedging
     relationship  and, if so, the reason for holding it. The  Company's  use of
     derivative  instruments is limited to cash flow hedges,  as defined in SFAS
     No. 133, of certain interest rate risks.

                                     - 7 -

<PAGE>

     In order to provide interest rate risk protection, the Company entered into
     an interest rate swap agreement in June of 2001 to effectively  convert $40
     million of variable-rate  debt to fixed-rate debt. The $40 million interest
     rate swap agreement matures in June 2003. The cash flow hedge is considered
     effective  and the gain or loss on the change in fair value is  reported in
     other comprehensive loss, net of tax.

     The June 2001 interest rate swap is the only derivative  instrument held by
     the Company,  as such there is no impact on the adoption of SFAS No. 133 at
     April 1, 2001. The net impact of the  derivative  instrument was a decrease
     to other  comprehensive  income of $695,000  and $572,000 for the three and
     six-month periods ended September 30, 2001, respectively. The fair value of
     the derivative at September 30, 2001 was a $954,000 liability.

10.  As a result of the way the Company  manages the  business,  its  reportable
     segments are strategic  business  units that offer  products with different
     characteristics.   The  most  defining  characteristic  is  the  extent  of
     customized  engineering  required on a per-order  basis.  In addition,  the
     segments  serve  different  customer  bases  through  differing  methods of
     distribution.  The Company has three reportable segments: material handling
     products,  material handling solutions - industrial,  and material handling
     solutions - automotive.  The Company's  material  handling products segment
     sells hoists,  industrial cranes,  chain,  attachments,  and other material
     handling products  principally to third party distributors  through diverse
     distribution channels. The material handling solutions - industrial segment
     sells engineered material handling systems such as conveyors, manipulators,
     and  lift  tables   primarily  to  end-users  in  the  consumer   products,
     manufacturing,   warehousing,   and,  to  a  lesser   extent,   the  steel,
     construction,  automotive,  and  other  industrial  markets.  The  material
     handling solutions - automotive segment sells engineered  material handling
     systems,  mainly  conveyors,  primarily  to  end-users  in  the  automotive
     industry.  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 six months ended  September 30, 2001
     and October 1, 2000, is as follows:

<TABLE>
<CAPTION>
                                                                 SIX MONTHS ENDED SEPTEMBER 30, 2001
                                                                 -----------------------------------
                                                                     SOLUTIONS -     SOLUTIONS -
                                                      PRODUCTS       INDUSTRIAL      AUTOMOTIVE        TOTAL
                                                     ----------      ----------      ----------      ----------
                                                                             (IN THOUSANDS)
     <S>                                             <C>             <C>             <C>             <C>
     Sales to external customers.................    $  212,768      $   27,635      $  107,079      $  347,482
     Operating income (loss) before
        amortization and restructuring charges...        29,199             365            (496)         29,068
     Depreciation and amortization...............        10,258           1,515           2,752          14,525
     Total assets................................       447,881          63,358         174,327         685,566
     Capital expenditures........................         2,663             519              82           3,264



                                     - 8 -

<PAGE>

                                                                  SIX MONTHS ENDED OCTOBER 1, 2000
                                                                  --------------------------------
                                                                     SOLUTIONS -     SOLUTIONS -
                                                      PRODUCTS       INDUSTRIAL      AUTOMOTIVE        TOTAL
                                                     ----------      ----------      ----------      ----------
                                                                             (IN THOUSANDS)
     Sales to external customers.................    $  247,166      $   34,926      $   95,280      $  377,372
     Operating income before
        amortization and restructuring charges...        38,626           3,135           5,328          47,089
     Depreciation and amortization...............         9,955           1,426           2,809          14,190
     Total assets................................       492,671          65,781         207,780         766,232
     Capital expenditures........................         7,230            (232)             13           7,011

</TABLE>


     The following schedule provides a reconciliation of operating income before
     amortization with (loss) income before income taxes:

<TABLE>
<CAPTION>

                                                                                      SIX MONTHS ENDED
                                                                                      ----------------
                                                                             SEPTEMBER 30,           OCTOBER 1,
                                                                                 2001                   2000
                                                                                 ----                   ----
                                                                                       (IN THOUSANDS)
     <S>                                                                      <C>                    <C>
     Operating income before amortization and
        restructuring charges........................................         $    29,068            $    47,089
     Restructuring charges...........................................              (9,567)                     -
     Amortization of intangibles.....................................              (8,046)                (8,031)
     Interest and debt expense.......................................             (16,801)               (18,991)
     Interest income and other (expense) income......................                 (81)                 1,612
                                                                              ------------           -----------
     (Loss) income before income taxes...............................         $    (5,427)           $    21,679
                                                                              ===========            ===========
</TABLE>

















                                      - 9 -

<PAGE>


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

<TABLE>
<CAPTION>


                                                                   Domestic      Foreign       Elimina-      Consoli-
(In thousands)                                        Parent     Subsidiaries  Subsidiaries     tions         dated
                                                    ------------------------------------------------------------------
AS OF SEPTEMBER 30, 2001
Current assets:
<S>                                                  <C>          <C>           <C>           <C>           <C>
 Cash and cash equivalents                          $      570    $   (3,393)   $    2,823    $        -    $        -
 Trade accounts receivable                              53,331        40,660        21,441             -       115,432
 Unbilled revenues                                           -        23,246             -             -        23,246
 Inventories                                            46,294        30,273        28,556          (962)      104,161
 Other current assets                                    5,903         1,251         3,692             -        10,846
                                                    ------------------------------------------------------------------
  Total current assets                                 106,098        92,037        56,512          (962)      253,685
 Property, plant, and equipment, net                    33,276        30,667        18,203             -        82,146
 Goodwill and other intangibles, net                    37,842       230,838        45,944             -       314,624
 Intercompany                                          123,354      (291,193)      (59,100)      226,939             -
 Other assets                                          226,025       161,325        (1,350)     (350,889)       35,111
                                                    ------------------------------------------------------------------
  Total assets                                      $  526,595    $  223,674    $   60,209    $ (124,912)   $  685,566
                                                    ==================================================================


Current liabilities                                 $   41,154    $   50,256    $   21,178    $   (3,118)   $  109,470
 Long-term debt, less current portion                  337,654             1         3,884             -       341,539
 Other non-current liabilities                          15,946        14,887         2,979             -        33,812
                                                    ------------------------------------------------------------------
  Total liabilities                                    394,754        65,144        28,041        (3,118)      484,821

Shareholders' equity                                   131,841       158,530        32,168      (121,794)      200,745
                                                    ------------------------------------------------------------------
  Total liabilities and shareholders' equity        $  526,595    $  223,674    $   60,209    $ (124,912)   $  685,566
                                                    ==================================================================


FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2001
Net sales                                           $  111,779    $  193,027    $   53,764    $  (11,088)   $  347,482
Cost of products sold                                   80,723       169,522        40,405       (11,100)      279,550
                                                    ------------------------------------------------------------------
Gross profit                                            31,056        23,505        13,359            12        67,932
                                                    ------------------------------------------------------------------
Selling, general and administrative expenses            16,851        12,368         9,645             -        38,864
Restructuring charges                                    9,567             -             -             -         9,567
Amortization of intangibles                              1,093         5,747         1,206             -         8,046
                                                    ------------------------------------------------------------------
                                                        27,511        18,115        10,851             -        56,477
                                                    ------------------------------------------------------------------
Income from operations                                   3,545         5,390         2,508            12        11,455
Interest and debt expense                               16,509             2           290             -        16,801
Interest income and other (expense) income                (324)          114           129             -           (81)
                                                    ------------------------------------------------------------------
(Loss) income before income taxes                      (13,288)        5,502         2,347            12        (5,427)
Income tax (benefit) expense                            (4,917)        4,417         1,061             5           566
                                                    ------------------------------------------------------------------
Net (loss) income                                   $   (8,371)   $    1,085    $    1,286    $        7    $   (5,993)
                                                    ==================================================================


                                     - 10 -

<PAGE>

                                                                   Domestic      Foreign       Elimina-      Consoli-
(In thousands)                                        Parent     Subsidiaries  Subsidiaries     tions         dated
                                                    --------------------------------------------------------------------
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2001
OPERATING ACTIVITIES:
Net cash provided by (used in) operating
activities                                          $   57,776    $   (1,487)   $     (786)   $        -    $   55,503
                                                    ------------------------------------------------------------------

INVESTING ACTIVITIES:
Purchase of marketable securities, net                     (25)            -             -             -           (25)
Capital expenditures                                    (1,673)         (198)       (1,393)            -        (3,264)
Other                                                        -           158             -             -           158
                                                    ------------------------------------------------------------------
Net cash used in investing activities                   (1,698)          (40)       (1,393)            -        (3,131)
                                                    ------------------------------------------------------------------

FINANCING ACTIVITIES:
Net payments under revolving line-of-credit
   agreements                                          (64,000)            -          (408)            -       (64,408)
Repayment of debt                                         (555)           (1)           (4)            -          (560)
Dividends paid                                          (2,016)            -             -             -        (2,016)
Other                                                     (119)            -             -             -          (119)
                                                    ------------------------------------------------------------------
Net cash  (used in) provided by financing
   activities                                          (66,690)           (1)         (412)            -       (67,103)
Effect of exchange rate changes on cash                    (35)            -           551             -           516
                                                    ------------------------------------------------------------------
Net change in cash and cash equivalents                (10,647)       (1,528)       (2,040)            -       (14,215)
Cash and cash equivalents at beginning of period        11,217        (1,865)        4,863             -        14,215
                                                    ------------------------------------------------------------------
Cash and cash equivalents at end of period          $      570    $   (3,393)   $    2,823    $        -    $        -
                                                    ==================================================================



AS OF OCTOBER 1, 2000
Current assets:
 Cash and cash equivalents                          $      863    $    1,832    $    2,751    $        -    $    5,446
 Trade accounts receivable                              59,840        60,657        25,426             -       145,923
 Unbilled revenues                                           -        34,581             -             -        34,581
 Inventories                                            49,558        38,410        24,327          (889)      111,406
 Other current assets                                    3,661         7,498         4,143             -        15,302
                                                    ------------------------------------------------------------------
  Total current assets                                 113,922       142,978        56,647          (889)      312,658
 Property, plant, and equipment, net                    35,348        34,691        18,110             -        88,149
 Goodwill and other intangibles, net                    39,831       242,329        47,880             -       330,040
 Intercompany                                          202,121      (363,801)      (65,044)      226,724             -
 Other assets                                          226,327       161,626        (1,889)     (350,679)       35,385
                                                    ------------------------------------------------------------------
  Total assets                                      $  617,549    $  217,823    $   55,704    $ (124,844)   $  766,232
                                                    ==================================================================


Current liabilities                                 $   37,393    $   49,589    $   18,044    $   (3,304)   $  101,722
 Long-term debt, less current portion                  413,421             6         5,323             -       418,750
 Other non-current liabilities                          15,761        18,532         2,629             -        36,922
                                                    ------------------------------------------------------------------
  Total liabilities                                    466,575        68,127        25,996        (3,304)      557,394

Shareholders' equity                                   150,974       149,696        29,708      (121,540)      208,838
                                                    ------------------------------------------------------------------
  Total liabilities and shareholders' equity        $  617,549    $  217,823    $   55,704    $ (124,844)   $  766,232
                                                    ==================================================================


                                     - 11 -

<PAGE>
                                                                   Domestic      Foreign       Elimina-      Consoli-
(In thousands)                                        Parent     Subsidiaries  Subsidiaries     tions         dated
                                                    ------------------------------------------------------------------
FOR THE SIX MONTHS ENDED OCTOBER 1, 2000
Net sales                                           $  130,369    $  198,520    $   60,087    $  (11,604)   $  377,372
Cost of products sold                                   89,330       162,662        44,774       (11,598)      285,168
                                                    ------------------------------------------------------------------
Gross profit                                            41,039        35,858        15,313            (6)       92,204
                                                    ------------------------------------------------------------------
Selling, general and administrative expenses            18,870        16,482         9,763             -        45,115
Amortization of intangibles                              1,019         5,794         1,218             -         8,031
                                                    ------------------------------------------------------------------
                                                        19,889        22,276        10,981             -        53,146
                                                    ------------------------------------------------------------------
Income (loss) from operations                           21,150        13,582         4,332            (6)       39,058
Interest and debt expense                               18,648            44           299             -        18,991
Interest and other income                                1,251           120           241             -         1,612
                                                    ------------------------------------------------------------------
Income (loss) before income taxes                        3,753        13,658         4,274            (6)       21,679
Income tax expense (benefit)                             1,899         7,376         2,073            (3)       11,345
                                                    ------------------------------------------------------------------
Net income (loss)                                   $    1,854    $    6,282    $    2,201    $       (3)   $   10,334
                                                    ==================================================================


FOR THE SIX MONTHS ENDED OCTOBER, 2000
OPERATING ACTIVITIES:
Net cash (used in) provided by  operating
   activities                                       $   (5,524)   $    8,003    $    2,954    $        -    $    5,433
                                                    ------------------------------------------------------------------

INVESTING ACTIVITIES:
Purchase of marketable securities, net                  (1,834)            -             -             -        (1,834)
Capital expenditures                                    (2,368)       (4,712)           69             -        (7,011)
Other                                                        -           259             -             -           259
                                                    ------------------------------------------------------------------
Net cash (used in) provided by investing
   activities                                           (4,202)       (4,453)           69             -        (8,586)
                                                    ------------------------------------------------------------------

FINANCING ACTIVITIES:
Net borrowings (payments) under revolving
  line-of-credit agreements                              7,700             -          (939)            -         6,761
Repayment of debt                                       (1,282)          (17)         (618)            -        (1,917)
Dividends paid                                          (2,001)            -             -             -        (2,001)
Other                                                      418             -             -             -           418
                                                    ------------------------------------------------------------------
Net cash provided by (used in) financing
   activities                                            4,835           (17)       (1,557)            -         3,261
Effect of exchange rate changes on cash                      -             -        (2,244)            -        (2,244)
                                                    ------------------------------------------------------------------
Net change in cash and cash equivalents                 (4,891)        3,533          (778)            -        (2,136)
Cash and cash equivalents at beginning of period         5,754        (1,701)        3,529             -         7,582
                                                    ------------------------------------------------------------------
Cash and cash equivalents at end of period          $      863    $    1,832    $    2,751    $        -    $    5,446
                                                    ==================================================================
</TABLE>

                                     - 12 -
<PAGE>


12.  The  Financial  Accounting  Standards  Board  (FASB)  issued  SFAS No. 141,
     "Business   Combinations"  in  June  2001.  SFAS  No.  141  eliminates  the
     pooling-of-interests  method of accounting  for business  combinations  and
     modifies the application of the purchase accounting method. The elimination
     of the pooling-of-interests  method is effective for transactions initiated
     after June 30, 2001.  The adoption of this Statement did not have an impact
     on the consolidated financial statements.

     The FASB also issued SFAS No. 142,  "Goodwill and Other Intangible  Assets"
     in June of  2001.  SFAS No.  142  eliminates  the  current  requirement  to
     amortize goodwill and  indefinite-lived  intangible  assets,  addresses the
     amortization  of intangible  assets with a defined life and the  impairment
     testing and  recognition for goodwill and intangible  assets.  SFAS No. 142
     will apply to goodwill and  intangible  assets  arising  from  transactions
     completed  before and after the effective date. This statement,  which will
     be effective for the Company's fiscal year beginning on April 1, 2002, must
     be adopted at the beginning of the fiscal year. We are currently  assessing
     the Statement  and the impact that  adoption will have on our  consolidated
     financial statements.

     The FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations"
     in June 2001.  SFAS No. 143 requires that the fair value of a liability for
     an asset  retirement  obligation be recognized in the period in which it is
     incurred.  The associated asset retirement costs are capitalized as part of
     the carrying  amount of the  long-lived  asset.  This  Statement,  which is
     effective for the Company's  fiscal year  beginning  April 1, 2003,  may be
     adopted as of April 1, 2002. We are  currently  assessing the Statement and
     the impact,  if any, that adoption will have on our consolidated  financial
     statements.

     The FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of
     Long-Lived  Assets" in August 2001.  SFAS No. 144  supersedes  SFAS No. 121
     "Accounting  for the  Impairment  of Long-Lived  Assets and for  Long-Lived
     Assets to be Disposed Of," and the accounting  and reporting  provisions of
     APB Opinion No. 30,  "Reporting  the Results of  Operations - Reporting the
     Effects of Disposal of a Segment of a Business, and Extraordinary,  Unusual
     and Infrequently  Occurring Events and Transactions." The statement,  while
     retaining many of the fundamental recognition and measurement provisions of
     SFAS No. 121,  does  change the  criteria to be met to classify an asset as
     held-for-sale as well as the grouping of long-lived  assets and liabilities
     that represent the unit of accounting for a long-lived asset to be held and
     used.  SFAS No. 144 is effective  for the Company's  fiscal year  beginning
     April 1, 2002. We are currently  assessing the Statement and the impact, if
     any, that adoption will have on our consolidated financial statements.











                                     - 13 -

<PAGE>


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


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


RESULTS OF OPERATIONS

THREE  MONTHS  AND SIX  MONTHS  ENDED  SEPTEMBER  31,  2001 AND  OCTOBER 1, 2000
(DOLLARS IN THOUSANDS)
Net sales in the fiscal 2002 quarter ended  September 30, 2001 were $171,577,  a
decrease of $17,417 or 9.2% from the fiscal 2001 quarter  ended October 1, 2000.
Net sales for the six months ended September 30, 2001 were $347,482,  a decrease
of  $29,890  or 7.9% from the six months  ended  October  1, 2000.  Sales in the
Products segment  decreased by $18,820 or 15.4% from the previous year's quarter
and $34,398 or 13.9% for the six months ended  September  30, 2001 in comparison
to the prior year period due to  continued  softness in all  industrial  markets
(particularly domestically). Sales in the Solutions-Industrial segment decreased
19.5% or $3,400 for the  quarter  and 20.9% or $7,291  for the six months  ended
September  30,  2001when  compared to the same  periods in the prior year due to
weak industrial markets. The  Solutions-Automotive  segment had a sales increase
of 9.7% or $4,803 for the quarter and 12.4% or $11,799 for the six months  ended
September 30, 2001 when compared to the respective  periods in the prior year as
a result of increased automotive capital spending.

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

<TABLE>
<CAPTION>
                                THREE MONTHS ENDED                                SIX MONTHS ENDED
                                ------------------                                ----------------
                        SEP. 30,      OCT. 1,            CHANGE          SEP. 30,      OCT. 1,            CHANGE
                                                         ------                                           ------
                          2001         2000         AMOUNT       %         2001         2000         AMOUNT       %
                          ----         ----         ------       -         ----         ----         ------       -
                                                     (IN THOUSANDS, EXCEPT PERCENTAGES)
<S>                     <C>          <C>          <C>         <C>        <C>          <C>          <C>         <C>
Products                $ 103,150    $ 121,970    $ (18,820)  (15.4)     $ 212,768    $ 247,166    $ (34,398)  (13.9)
Solutions-Industrial       14,013       17,413       (3,400)  (19.5)        27,635       34,926       (7,291)  (20.9)
Solutions-Automotive       54,414       49,611        4,803     9.7        107,079       95,280       11,799    12.4
                        ---------    ---------    ---------              ---------    ---------    ---------
    Net sales           $ 171,577    $ 188,994    $ (17,417)   (9.2)     $ 347,482    $ 377,372    $ (29,890)   (7.9)
                        =========    =========    =========              =========    =========    =========

</TABLE>

                                     - 14 -

<PAGE>


The Company's gross profit margins were 19.2%,  23.8%,  19.5%, and 24.4% for the
fiscal 2002 and 2001 quarters and the six-month periods ended September 30, 2001
and October 1, 2000,  respectively.  The  decrease  in the  current  quarter and
six-month period margins relative to the respective periods in the prior year is
the  result of a shift in product  mix to higher  sales  volume in lower  margin
segments and lower sales volume in the higher margin  segment.  The gross profit
margin in the  Products  segment  for the quarter  and six month  periods  ended
September 30, 2001 decreased from the respective  periods in the prior year as a
result  of the  decreased  production  and sales  volume  and the  effects  of a
reclassification to cost of goods sold from general and administrative  expense,
offset  somewhat by cost  control  measures.  The  Solutions-Industrial  segment
experienced a decrease in margin for the current  quarter and  six-month  period
when  compared  to the  respective  periods  in the  prior  year as a result  of
decreased volume. Gross margins in the  Solutions-Automotive  segment were lower
for the quarter and six-month  period ended September 30, 2001 due to continuing
competitive pressures and installation/staffing  issues with respect to a series
of contracts at a particular site.

Selling expenses were $11,447,  $12,332, $23,081, and $24,814 in the fiscal 2002
and 2001  quarters  and the  six-month  periods then ended,  respectively.  As a
percentage of consolidated  net sales,  selling  expenses were 6.7%, 6.5%, 6.6%,
and 6.6% in the fiscal 2001 and 2000  quarters  and the  six-month  periods then
ended,  respectively.  The  reduced  expenses  are the  result  of cost  control
measures and decreased volume in the Products segment.

General and administrative expenses were $8,416, $9,961, $15,783, and $20,301 in
the  fiscal  2002  and 2001  quarters  and the  six-month  periods  then  ended,
respectively.   As  a  percentage  of  consolidated   net  sales,   general  and
administrative  expenses were 4.9%,  5.3%,  4.5% and 5.4% in the fiscal 2002 and
2001 quarters and the six-month periods then ended,  respectively.  The decrease
is the  result of a  reclassification  to costs of goods sold from  general  and
administrative  expense,  cost control  measures,  and lower  product  liability
expense recorded by the Company's captive insurance company.

In conjunction with the continuation of its strategic  integration  process, the
Company  incurred  restructuring  charges of $727 and $9,567 in the fiscal  2002
quarter and the six-month  period ended  September 30, 2001,  respectively.  The
charges  for the  quarter  consist of costs  associated  with the closure of the
Lister  Bolt and Chain  Division  manufacturing  facility in  Richmond,  British
Columbia,  Canada and year to date charges  include those costs  associated with
the closure of the Forrest City,  Arkansas  plant as well.  The charges  consist
mainly of property resolution and employee separation costs.

Amortization of intangibles was $4,013, $4,017, $8,046, and $8,031 in the fiscal
2002 and 2001 quarters and the six months then ended, respectively.

Interest and debt expense was $8,225, $9,710, $16,801, and $18,991 in the fiscal
2002 and 2001 quarters and the six-month periods then ended,  respectively.  The
fiscal 2002  decrease  is the result of the  significant  reduction  in debt and
decreased  interest rates. As a percentage of consolidated  net sales,  interest
and debt  expense  was 4.8%,  5.1%,  4.8%,  and 5.0% in the fiscal 2002 and 2001
quarters and the six-month periods then ended, respectively.

Interest and other income  (expense)  was $31,  $671,  $(81),  and $1,612 in the
fiscal  2002  and  2001   quarters  and  the   six-month   periods  then  ended,
respectively.  The decrease in the current year fiscal  quarter and year to date
results is due to lower investment  earnings on assets in the Company's  captive
insurance company.


                                     - 15 -

<PAGE>

Income taxes as a percentage  of income  (loss) before income taxes were 852.5%,
54.5%, (10.4)%, and 52.3% in the fiscal 2002 and 2001 quarters and the six-month
periods  then  ended,  respectively.  The  percentages  reflect  the  effect  of
nondeductible  amortization  of goodwill  resulting  from  acquisitions  and the
proximity of income before income taxes to zero for the fiscal 2002 quarter.


LIQUIDITY AND CAPITAL RESOURCES

The Revolving  Credit Facility  provides  availability  up to $225 million,  due
March 31, 2003,  against  which $138 million was  outstanding  at September  30,
2001.  Interest  is payable at varying  Eurodollar  rates  based on LIBOR plus a
spread determined by the Company's  leverage ratio amounting to 250 basis points
at October 31, 2001. The Revolving  Credit Facility is secured by all equipment,
inventory,   receivables,   subsidiary   stock   (limited  to  65%  for  foreign
subsidiaries) and intellectual property.

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

On  April 1,  2001,  the  Company  adopted  Statement  of  Financial  Accounting
Standards  (SFAS) No. 133,  "Accounting  for Derivative  Instruments and Hedging
Activities,"  as amended,  which requires  companies to carry all derivatives on
the balance sheet at fair value. The Company's use of derivative  instruments is
limited to cash flow  hedges,  as defined in SFAS No. 133,  of certain  interest
rate  risks.  In order to provide  interest  rate risk  protection  the  Company
entered into an interest  rate swap  agreement in June of 2001,  to  effectively
convert $40 million of  variable-rate  debt to fixed-rate  debt. The $40 million
interest rate swap agreement matures in June 2003.

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

Net cash provided by operating  activities  was  $55,498,000  for the six months
ended September 30, 2001 compared to $5,433,000 for the six months ended October
1, 2000. The difference of $50,065,000 is due to changes in net working  capital
components offset by the current year loss from operations.

Net cash used in investing activities decreased to $3,131,000 for the six months
ended  September  30, 2001 from  $8,586,000  for the six months ended October 1,
2000.  The  $5,455,000  difference  is  primarily  the result of the purchase of
property and a building in fiscal 2001 of a previously leased facility.



                                     - 16 -


<PAGE>


Net cash used in financing  activities was  $67,103,000 for the six months ended
September  30, 2001  compared to net cash  provided by financing  activities  of
$3,261,000 for the six months ended October 1, 2000. The  $70,364,000  change is
the result of debt  payments made from funds freed from working  capital  during
the year and excess cash from the end of fiscal 2001.


CAPITAL EXPENDITURES

In addition to keeping its current equipment and plants properly maintained, the
Company is committed to replacing, enhancing, and upgrading its property, plant,
and  equipment  to reduce  production  costs,  increase  flexibility  to respond
effectively to market fluctuations and changes, meet environmental requirements,
enhance safety, and promote  ergonomically  correct work stations.  Consolidated
capital  expenditures for the six months ended September 30, 2001 and October 1,
2000 were $3,264,000 and $7,011,000, respectively. The decrease from fiscal 2001
is due to the purchase of property and a building in fiscal  2001of a previously
leased facility.


INFLATION AND OTHER MARKET CONDITIONS

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


SEASONALITY AND QUARTERLY RESULTS

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


EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS

The Financial  Accounting  Standards Board (FASB) issued  Statement on Financial
Accounting Standards (SFAS) No. 141, "Business  Combinations" in June 2001. SFAS
No. 141  eliminates the  pooling-of-interests  method of accounting for business
combinations and modifies the application of the purchase accounting method. The
elimination  of the  pooling-of-interests  method is effective for  transactions
initiated  after June 30, 2001.  The adoption of this  Statement did not have an
impact on the consolidated financial statements.




                                     - 17 -


<PAGE>


The FASB also issued SFAS No. 142,  "Goodwill  and Other  Intangible  Assets" in
June of 2001.  SFAS No. 142  eliminates  the  current  requirement  to  amortize
goodwill and indefinite-lived  intangible assets,  addresses the amortization of
intangible assets with a defined life and the impairment testing and recognition
for  goodwill  and  intangible  assets.  SFAS No. 142 will apply to goodwill and
intangible  assets  arising  from  transactions  completed  before and after the
effective date. This statement, which will be effective for the Company's fiscal
year beginning on April 1, 2002,  must be adopted at the beginning of the fiscal
year.  The Company is  currently  assessing  the  Statement  and the impact that
adoption will have on the consolidated financial statements.

The FASB issued SFAS No. 143,  "Accounting for Asset Retirement  Obligations" in
June 2001. SFAS No. 143 requires that the fair value of a liability for an asset
retirement  obligation be recognized in the period in which it is incurred.  The
associated asset retirement costs are capitalized as part of the carrying amount
of the long-lived  asset.  This Statement,  which is effective for the Company's
fiscal year beginning  April 1, 2003, may be adopted as of April 1, 2002. We are
currently  assessing the  Statement  and the impact,  if any, that adoption will
have on our consolidated financial statements.

The FASB issued  SFAS No. 144,  "Accounting  for the  Impairment  or Disposal of
Long-Lived  Assets"  in  August  2001.  SFAS No.  144  supersedes  SFAS No.  121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of," and the accounting and reporting  provisions of APB Opinion No.
30,  "Reporting the Results of Operations - Reporting the Effects of Disposal of
a Segment of a Business,  and Extraordinary,  Unusual and Infrequently Occurring
Events and Transactions." The statement, while retaining many of the fundamental
recognition and measurement provisions of SFAS No. 121, does change the criteria
to be met to  classify  an asset as  held-for-sale  as well as the  grouping  of
long-lived  assets and  liabilities  that represent the unit of accounting for a
long-lived  asset  to be held  and  used.  SFAS  No.  144 is  effective  for the
Company's  fiscal year beginning  April 1, 2002. We are currently  assessing the
Statement and the impact,  if any,  that adoption will have on our  consolidated
financial statements.


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

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






                                     - 18 -

<PAGE>


PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings - none.

Item 2.    Changes in Securities - none.

Item 3.    Defaults upon Senior Securities - none.

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

             On August 20, 2001, the Annual Meeting of Shareholders was held:

                The following directors were elected:
                13,686,972 votes cast for:          Herbert P. Ladds, Jr.;
                13,672,177 votes cast for:          Timothy T. Tevens;
                13,684,378 votes cast for:          Robert L. Montgomery, Jr.;
                13,686,224 votes cast for:          Randolph A. Marks;
                13,684,443 votes cast for:          L. David Black;
                13,684,443 votes cast for:          Richard J. Fleming;
                13,686,303 votes cast for:          Carlos Pasqual.

Item 5.    Other Information - none.

Item 6.    Exhibits and Reports on Form 8-K

           There are no exhibits.

           On August 16, 2001,  the Company  filed a Current  Report on Form 8-K
           with respect to a press release issued to announce another major step
           in its  facility  rationalization  program  with the  closure  of its
           Lister Bolt and Chain  Division  manufacturing  facility in Richmond,
           BC, Canada.






















                                     - 19 -


<PAGE>


                                   SIGNATURES


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


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






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































                                     - 20 -